SPY SPDR S&P 500

Annual Report

September 30, 2024

SPDR^® S&P 500^® ETF Trust

A Unit Investment Trust

“Standard & Poor’s^®”, “S&P^®”, “S&P 500^®”, “Standard & Poor’s 500^®”, “500^®”, “Standard & Poor’s Depositary Receipts^®”, “SPDR^®” and “SPDRs^®” are 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. SPDR^® S&P 500^® ETF Trust is permitted to use these trademarks pursuant to a sublicense from State Street Global Advisors Funds Distributors, LLC. SPDR^® S&P 500^® ETF Trust is not sponsored, endorsed, sold or promoted by S&P, its affiliates or its third party licensors.

SPDR S&P 500^® ETF Trust

Trust Overview

INVESTMENT OBJECTIVE

SPDR S&P 500^® ETF Trust (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”).

INVESTMENT STRATEGY

The Trust seeks to achieve this 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.

PERFORMANCE OVERVIEW

The Trust ended its fiscal year on September 30, 2024, with a 12-month total return of 36.15% based on net asset value (“NAV”), as compared to the Index return of 36.35%.

The Trust’s performance reflects the operating expenses of the Trust, including brokerage expenses, marketing expenses, license fees, expenses relating to legal and audit services and Trustee fees. The Trust’s performance also reflects the impact of an expense waiver, and without this waiver, such performance would be lower. Index returns do not reflect fees and expenses of any kind, which would have a negative impact on returns.

SPDR S&P 500^® ETF Trust

Annual Report

September 30, 2024

Table of Contents

Schedule of Investments	1
Statement of Assets and Liabilities	11
Statements of Operations	12
Statements of Changes in Net Assets	13
Financial Highlights	14
Notes to Financial Statements	15
Report of Independent Registered Public Accounting Firm	24
Other Information (Unaudited)	25

SPDR S&P 500^® ETF Trust

Schedule of Investments

September 30, 2024

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued) 

September 30, 2024

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued) 

September 30, 2024

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued) 

September 30, 2024

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued) 

September 30, 2024

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued) 

September 30, 2024

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued) 

September 30, 2024

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued) 

September 30, 2024

See accompanying notes to financial statements. 

8

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued) 

September 30, 2024

INVESTMENTS IN AFFILIATES OF THE TRUSTEE AND THE SPONSOR

SPDR S&P 500^® ETF Trust has invested in State Street Corp., which is considered an affiliate of the Trustee and Intercontinental Exchange, Inc., which is considered an affiliate of the Sponsor. Amounts related to these investments at September 30, 2024 and for the year then ended are (Note 3):

	Number of Shares Held at 9/30/23	Value at 9/30/23		Cost of Purchases*		Proceeds from Shares Sold*		Realized Gain (Loss)		Change in Unrealized Appreciation/ Depreciation	Number of Shares Held at 9/30/24	Value at 9/30/24		Dividend Income
Intercontinental Exchange, Inc.	6,433,366	$707,798,927		$1,111,566,517		$1,044,036,085		$93,312,771		$248,003,136	6,951,228	$1,116,645,266		$11,770,993
State Street Corp.	3,581,968	239,848,577		338,586,434		335,099,106		(1,590,700)		78,124,096	3,615,568	319,869,301		7,708,211
TOTAL		$947,647,504		$1,450,152,951		$1,379,135,191		$91,722,071		$326,127,232		$1,436,514,567		$19,479,204

*	Purchased and Sold figures include securities received or delivered from processing creations or redemptions of Units.

See accompanying notes to financial statements. 

9

SPDR S&P 500^® ETF Trust

Schedule of Investments (continued)

September 30, 2024

INDUSTRY BREAKDOWN AS OF SEPTEMBER 30, 2024*

INDUSTRY	% OF NET ASSETS
Semiconductors & Semiconductor Equipment	11.1%
Software	10.3
Technology Hardware, Storage & Peripherals	7.7
Interactive Media & Services	6.2
Financial Services	4.1
Banks	3.9
Broadline Retail	3.6
Pharmaceuticals	3.6
Oil, Gas & Consumable Fuels	3.1
Health Care Providers & Services	2.5
Health Care Equipment & Supplies	2.4
Capital Markets	2.2
Insurance	2.2
Specialty Retail	1.9
Consumer Staples Distribution & Retail	1.9
Hotels, Restaurants & Leisure	1.9
Biotechnology	1.9
Machinery	1.7
Automobiles	1.7
Electric Utilities	1.7
Aerospace & Defense	1.5
Chemicals	1.5
Beverages	1.3
Life Sciences Tools & Services	1.3
Household Products	1.2
Entertainment	1.2
IT Services	1.2
Specialized REITs	1.0
Ground Transportation	1.0
Industrial Conglomerates	0.9
Communications Equipment	0.9
Food Products	0.7
Diversified Telecommunication Services	0.7
Electrical Equipment	0.7
Multi-Utilities	0.7
Professional Services	0.6
Electronic Equipment, Instruments & Components	0.6
Tobacco	0.6

INDUSTRY	% OF NET ASSETS
Commercial Services & Supplies	0.6%
Building Products	0.6
Consumer Finance	0.5
Media	0.5
Household Durables	0.4
Air Freight & Logistics	0.4
Metals & Mining	0.4
Textiles, Apparel & Luxury Goods	0.4
Retail REITs	0.3
Residential REITs	0.3
Trading Companies & Distributors	0.3
Energy Equipment & Services	0.3
Industrial REITs	0.2
Health Care REITs	0.2
Containers & Packaging	0.2
Wireless Telecommunication Services	0.2
Airlines	0.1
Real Estate Management & Development	0.1
Personal Care Products	0.1
Construction Materials	0.1
Independent Power and Renewable Electricity Producers	0.1
Distributors	0.1
Construction & Engineering	0.1
Office REITs	0.1
Water Utilities	0.1
Auto Components	0.1
Gas Utilities	0.0 **
Hotel & Resort REITs	0.0 **
Leisure Equipment & Products	0.0 **
Other Assets in Excess of Liabilities	0.0 **
Total	100.0%

*	The Trust’s industry breakdown is expressed as a percentage of net assets and may change over time.
**	Amount shown represents less than 0.05% of net assets.

SPDR S&P 500^® ETF Trust

Statement of Assets and Liabilities

September 30, 2024 

ASSETS
Investments in unaffiliated issuers, at value (Note 2)	$588,156,432,306
Investments in affiliates of the Trustee and the Sponsor, at value	1,436,514,567
Total Investments	589,592,946,873
Cash	1,655,411,005
Receivable for investments sold	86,542,885
Dividends receivable — unaffiliated issuers (Note 2)	284,866,929
Receivable for foreign taxes recoverable	617,478
Total Assets	591,620,385,170
LIABILITIES
Payable for investments purchased	88,419,329
Payable for units of fractional undivided interest (“Units”) redeemed in-kind	243,307
Accrued Trustee expense (Note 3)	23,333,657
Accrued marketing expense (Note 3)	45,944,872
Distribution payable	1,739,739,530
Accrued expenses and other liabilities	71,811,605
Total Liabilities	1,969,492,300
NET ASSETS	$589,650,892,870
NET ASSETS CONSIST OF:
Paid-in Capital (Note 4)	$603,643,269,510
Total distributable earnings (loss)	(13,992,376,640)
NET ASSETS	$589,650,892,870
NET ASSET VALUE PER UNIT	$ 574.05
UNITS OUTSTANDING (UNLIMITED UNITS AUTHORIZED)	1,027,182,116
COST OF INVESTMENTS:
Unaffiliated issuers	$578,194,078,114
Affiliates of the Trustee and the Sponsor (Note 3)	1,321,447,405
Total Cost of Investments	$579,515,525,519

See accompanying notes to financial statements. 

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SPDR S&P 500^® ETF Trust

Statements of Operations

	Year Ended 9/30/24		Year Ended 9/30/23		Year Ended 9/30/22
INVESTMENT INCOME
Dividend income — unaffiliated issuers (Note 2)	$ 7,220,023,318		$ 6,311,737,018		$ 5,814,040,700
Dividend income — affiliates of the Trustee and the Sponsor	19,479,204		19,996,068		18,096,796
Foreign taxes withheld	(1,851,725)		(1,679,078)		(1,312,601)
Total Investment Income	7,237,650,797		6,330,054,008		5,830,824,895
EXPENSES
Trustee expense (Note 3)	231,636,853		175,093,321		223,329,603
S&P license fee (Note 3)	150,726,719		115,509,122		117,918,485
Marketing expense (Note 3)	80,946,186		65,729,666		25,359,401
Registration and filing fees	3,546,000		—		—
Legal and audit fees	330,925		588,706		441,522
Other expenses	5,707,312		5,042,924		2,504,225
Total Expenses	472,893,995		361,963,739		369,553,236
NET INVESTMENT INCOME (LOSS)	6,764,756,802		5,968,090,269		5,461,271,659
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments — unaffiliated issuers	(3,951,898,541)		(3,915,717,181)		(2,352,742,735)
Investments — affiliates of the Trustee and the Sponsor	(6,161,327)		(17,957,675)		—
In-kind redemptions — unaffiliated issuers	74,790,852,885		24,760,750,943		50,130,219,174
In-kind redemptions — affiliated issuers	97,883,398		15,556,396		87,262,145
Net realized gain (loss)	70,930,676,415		20,842,632,483		47,864,738,584
Net change in unrealized appreciation/depreciation on:
Investments — unaffiliated issuers	73,445,093,833		44,789,048,168		(113,100,095,302)
Investments — affiliates of the Trustee and the Sponsor	326,127,232		154,584,224		(331,704,873)
Net change in unrealized appreciation/depreciation	73,771,221,065		44,943,632,392		(113,431,800,175)
NET REALIZED AND UNREALIZED GAIN (LOSS)	144,701,897,480		65,786,264,875		(65,567,061,591)
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$151,466,654,282		$71,754,355,144		$ (60,105,789,932)

See accompanying notes to financial statements. 

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SPDR S&P 500^® ETF Trust

Statements of Changes in Net Assets

	Year Ended 9/30/24		Year Ended 9/30/23		Year Ended 9/30/22
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$ 6,764,756,802		$ 5,968,090,269		$ 5,461,271,659
Net realized gain (loss)	70,930,676,415		20,842,632,483		47,864,738,584
Net change in unrealized appreciation/depreciation	73,771,221,065		44,943,632,392		(113,431,800,175)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	151,466,654,282		71,754,355,144		(60,105,789,932)
NET EQUALIZATION CREDITS AND CHARGES (NOTE 2)	(64,412,896)		(13,333,359)		49,404,768
DISTRIBUTIONS TO UNITHOLDERS	(6,848,328,973)		(6,037,265,137)		(5,672,206,879)
INCREASE (DECREASE) IN NET ASSETS FROM UNIT TRANSACTIONS:
Proceeds from issuance of Units	931,210,511,336		656,633,347,164		752,047,231,926
Cost of Units redeemed	(890,145,523,272)		(648,847,861,480)		(740,656,771,588)
Net income equalization (Note 2)	64,412,896		13,333,359		(49,404,768)
NET INCREASE (DECREASE) IN NET ASSETS FROM ISSUANCE AND REDEMPTION OF UNITS	41,129,400,960		7,798,819,043		11,341,055,570
NET INCREASE (DECREASE) IN NET ASSETS DURING THE PERIOD	185,683,313,373		73,502,575,691		(54,387,536,473)
NET ASSETS AT BEGINNING OF PERIOD	403,967,579,497		330,465,003,806		384,852,540,279
NET ASSETS AT END OF PERIOD	$ 589,650,892,870		$ 403,967,579,497		$ 330,465,003,806
UNIT TRANSACTIONS:
Units sold	1,848,950,000		1,598,300,000		1,757,900,000
Units redeemed	(1,767,150,000)		(1,577,850,000)		(1,729,600,000)
NET INCREASE (DECREASE)	81,800,000		20,450,000		28,300,000

See accompanying notes to financial statements. 

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SPDR S&P 500^® ETF Trust

Financial Highlights

Selected data for a Unit outstanding throughout each period 

	Year Ended 9/30/24		Year Ended 9/30/23		Year Ended 9/30/22		Year Ended 9/30/21		Year Ended 9/30/20
Net asset value, beginning of period	$ 427.31		$ 357.29		$ 429.22		$ 335.21		$ 296.82
Income (loss) from investment operations:
Net investment income (loss) (a)	6.83		6.41		5.98		5.44		5.59
Net realized and unrealized gain (loss)	146.99		70.13		(71.78)		94.21		38.51
Total from investment operations	153.82		76.54		(65.80)		99.65		44.10
Net equalization credits and charges (a)	(0.07)		(0.01)		0.05		0.02		(0.03)
Less Distributions from:
Net investment income	(7.01)		(6.51)		(6.18)		(5.66)		(5.68)
Net asset value, end of period	$ 574.05		$ 427.31		$ 357.29		$ 429.22		$ 335.21
Total return (b)	36.15%		21.45%		(15.53)%		29.79%		14.98%
Ratios and Supplemental Data:
Net assets, end of period (in 000s)	$589,650,893		$403,967,579		$330,465,004		$384,852,540		$293,953,505
Ratios to average net assets:
Total expenses (excluding Trustee earnings credit and fee waivers)	0.09%		0.09%		0.09%		0.09%		0.09%
Total expenses (excluding Trustee earnings credit)	0.09%		0.09%		0.09%		0.09%		0.09%
Net expenses (c)	0.09%		0.09%		0.09%		0.09%		0.09%
Net investment income (loss)	1.35%		1.56%		1.40%		1.36%		1.81%
Portfolio turnover rate (d)	3%		2%		2%		4%		2%

(a)	Per Unit numbers have been calculated using the average shares method, which more appropriately presents per Unit data for the year.
(b)	Total return is calculated assuming a purchase of Units at net asset value per Unit on the first day and a sale at net asset value per Unit on the last day of each period reported. Distributions are assumed, for the purposes of this calculation, to be reinvested at the net asset value per Unit on the respective payment dates of the Trust. Total return for a period of less than one year is not annualized. Broker commission charges are not included in this calculation.
(c)	Net of expenses waived by the Trustee.
(d)	Portfolio turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions of Units.

See accompanying notes to financial statements. 

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements

September 30, 2024

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 (“NYSE”)  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.

Under the Amended and Restated Standard Terms and Conditions of the Trust, as amended (the “Trust Agreement”), PDR Services, LLC (the “Sponsor”) and State Street Global Advisors Trust Company (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 NYSE under the symbol “ICE.”

Note 2  — Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Trustee (who is responsible for the preparation of the Trust's financial statements) 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 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

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements  (continued) 

September 30, 2024

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

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, the S&P 500^® Index, which in turn could result in a difference between the Trust’s performance and the performance of the S&P 500^® Index.

The 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. 

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements  (continued) 

September 30, 2024

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

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 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

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements  (continued) 

September 30, 2024

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

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.

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, 2024 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, 2024.

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, 2024, the Trustee reclassified $74,888,736,283 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, 2024, the Trust had capital loss carryforwards that may be utilized to offset any future net realized capital gains as follows:

Non-Expiring — Short Term	$ 3,794,929,949
Non-Expiring — Long Term	18,727,433,047

As of September 30, 2024, 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	$579,545,308,919		$50,244,207,765		$40,196,569,811		$10,047,637,954

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements  (continued) 

September 30, 2024

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

The tax character of distributions paid during the years ended September 30, 2024, 2023, and 2022 were as follows:

Distributions paid from:		2024		2023		2022
Ordinary Income		$6,848,328,973		$6,037,265,137		$5,672,206,879

As of September 30, 2024, the components of distributable earnings (excluding unrealized appreciation/ (depreciation)) were undistributed ordinary income of $222,087,936 and undistributed capital gain of $0.

Note 3  — Transactions with Affiliates of the Trustee and Sponsor

State Street Bank and Trust Company (“SSBT”), the parent of the Trustee, 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 oversees the services provided by SSBT and 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, 2024:

Net asset value of the Trust		Fee as a percentage of net asset value of the Trust
$0 – $499,999,999 $500,000,000 – $2,499,999,999 $2,500,000,000 and above		0.10% per annum plus or minus the Adjustment Amount 0.08% per annum plus or minus the Adjustment Amount 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, 2024, the Adjustment Amount reduced the Trustee’s fee by $69,213,302. The Adjustment Amount included an excess of net transaction fees from processing orders of $6,768,533 and a Trustee earnings credit of $62,444,769.

The Trustee has voluntarily agreed to waive a portion of its fee, as needed, for one year until February 1, 2025, 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, 2024, 2023 and 2022. The Trustee has not entered into an agreement with the Trust to recapture waived fees in subsequent periods, and the Trustee may discontinue the voluntary waiver.

In accordance with the Trust Agreement and under the terms of an exemptive order issued by the SEC, dated December 30, 1997, the Sponsor is reimbursed by the Trust for certain expenses up to a maximum of 0.20% of the Trust’s NAV on an annualized basis. The expenses reimbursed to the Sponsor for the years ended September 30, 2024,  2023 and 2022, did not exceed 0.20% per annum. The licensing and marketing

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements  (continued) 

September 30, 2024

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

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, 2024, 2023 and 2022. The Trust reimbursed the Sponsor for $384,319, $446,722 and $300,191 of legal fees for the years ended September 30, 2024, 2023 and 2022, 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”, the principal U.S. listing exchange for the Trust) have each received a sublicense from SSGA FD for the use of the S&P 500^® Index and certain trade names and trademarks in connection with their rights and duties with respect to the Trust. The License Agreement may be amended without the consent of any of the owners of beneficial interests of Units. Currently, the License Agreement is scheduled to terminate on November 29, 2031, but its term may be extended without the consent of any of the owners of beneficial interests of Units. Pursuant to such arrangements and in accordance with the Trust Agreement, the Trust reimburses the Sponsor for payment of fees under the License Agreement to S&P equal to 0.03% of the daily size of the Trust (based on Unit closing price and outstanding Units) plus an annual license fee of $600,000.

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

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

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, 2024 are listed in the Schedule of Investments.

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements  (continued) 

September 30, 2024

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, 2024, the Trust had in-kind contributions, in-kind redemptions, purchases and sales of investment securities of $620,366,443,620, $579,236,046,414, $12,991,751,325, and $13,004,174,820, respectively. Net realized gain (loss) on investment transactions in the Statement of Operations includes net gains resulting from in-kind transactions of $74,888,736,283.

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. For example, conflict, loss of life and disaster connected to ongoing armed conflicts between Ukraine and Russia in Europe and Israel and Hamas in the Middle East could have severe adverse effects on their respective regions, including significant adverse effects on the regional or global economies and the markets for certain securities. Russia's invasion of Ukraine has resulted in sanctions against Russian governmental institutions, Russian entities, and Russian individuals that may result in the devaluation of Russian currency; a downgrade in the country’s credit rating; a freeze of Russian foreign assets; and a decline in the value and liquidity of Russian securities, properties, or interests. These Russian-related sanctions as well as the potential for military escalation and other corresponding events in Europe and the Middle East, and the resulting disruption of the Russian and Israeli economies, may cause volatility in other regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on the performance of the Trust, even if the Trust does not have direct exposure to securities of Russian or Israeli issuers.

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements  (continued) 

September 30, 2024

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

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, such as COVID-19, 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. 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. 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 Trust’s portfolio will fluctuate over the entire life of the Trust.

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SPDR S&P 500^® ETF Trust

Notes to Financial Statements  (continued) 

September 30, 2024

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

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

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.

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SPDR S&P 500^® ETF Trust

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of SPDR S&P 500^® ETF Trust (the "Trust") as of September 30, 2024, the related statements of operations and of changes in net assets for each of the three years in the period ended September 30, 2024, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2024 (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, 2024, the results of its operations and the changes in its net assets for each of the three years in the period ended September 30, 2024 and the financial highlights for each of the five years in the period ended September 30, 2024 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2024 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 22, 2024

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

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SPDR S&P 500^® ETF Trust

Other Information

September 30, 2024 (Unaudited)

Tax Information

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, 2024, certain dividends paid by the Trust may be designated as qualified dividend income for U.S. federal income tax purposes and are eligible for reduced tax rates in the case of certain non-corporate unit holders that meet applicable holding period requirements with respect to their Units. Complete information will be reported in conjunction with your 2024 Form 1099-DIV.

The Trust reports the maximum amount allowable of qualified REIT dividends eligible for the qualified business income deduction under Section 199A.

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SPDR S&P 500^® ETF Trust

Other Information  (continued) 

September 30, 2024 (Unaudited)

FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS
Bid/Ask Price⁽¹⁾ vs Net Asset Value
As of September 30, 2024

	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
2024	0		0		0		0		0		0
2023	0		0		0		0		0		0
2022	0		0		0		0		0		0
2021	0		0		0		0		0		0
2020	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	36.15%		108.43%		246.52%
Return Based on Bid/Ask Price	36.12%		108.43%		246.46%
S&P 500® Index	36.35%		109.83%		250.98%

Average Annual Total Return

	1 Year		5 Year		10 Year
SPDR S&P 500® ETF Trust
Return Based on NAV	36.15%		15.82%		13.23%
Return Based on Bid/Ask Price	36.12%		15.82%		13.23%
S&P 500® Index	36.35%		15.98%		13.38%

(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.

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SPDR S&P 500^® ETF Trust

(Unaudited)

PDR Services LLC
c/o NYSE Holdings LLC
11 Wall Street
New York, NY 10005

State Street Global Advisors Trust Company
One Iron Street
Boston, MA 02210

ALPS Distributors, Inc.
1290 Broadway Suite 1000
Denver, CO 80203

PricewaterhouseCoopers LLP
101 Seaport Boulevard, Suite 500
Boston, MA 02210

SPDRAR