SPDR Dow Jones Industrial Average ETF Trust

SPDR® Dow Jones Industrial AverageSM ETF Trust

A Unit Investment Trust

Annual Report

October 31, 2014

“Dow Jones Industrial AverageSM”, “DJIA®”, “Dow Jones®”, “The Dow®” and “DIAMONDS®” are trademarks and service marks 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 Markets, LLC. SPDR Dow Jones Industrial Average ETF Trust (the “Trust”), PDR Services LLC and NYSE Arca, Inc. are permitted to use these trademarks and service marks pursuant to separate sublicenses. The Trust is not sponsored, endorsed, sold or promoted by S&P, its affiliates or its third party licensors.

“SPDR®” is a trademark of Standard & Poor’s Financial Services LLC and has been licensed for use by S&P and sublicensed for use by State Street Global Markets, LLC. No financial product offered by State Street Global Markets, LLC or its affiliates is sponsored, endorsed, sold or promoted by S&P, its affiliates or its third party licensors.

 

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SPDR Dow Jones Industrial Average ETF Trust

Trust Overview

 

INVESTMENT OBJECTIVE:

The SPDR Dow Jones Industrial Average ETF Trust (the “Trust”) seeks to provide investment results that, before expenses, correspond generally to the price and yield performance of the Dow Jones Industrial Average (the “DJIA”).

INVESTMENT STRATEGY:

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

PERFORMANCE OVERVIEW:

The Trust ended its fiscal year on October 31, 2014 with a 12-month total return of 14.26% on net asset value (“NAV”), as compared to the DJIA return of 14.48%.

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 DJIA returns do not reflect fees and expenses of any kind, which would have a negative impact on returns.

 

1


SPDR Dow Jones Industrial Average ETF Trust

Schedule of Investments

October 31, 2014

 

Common Stocks    Shares      Value  

3M Co.

     4,530,905       $ 696,717,262   

American Express Co.

     4,530,905         407,554,905   

AT&T, Inc.

     4,530,905         157,856,730   

Caterpillar, Inc.

     4,530,905         459,479,076   

Chevron Corp.

     4,530,905         543,482,055   

Cisco Systems, Inc.

     4,530,905         110,871,245   

E. I. du Pont de Nemours & Co.

     4,530,905         313,312,081   

Exxon Mobil Corp.

     4,530,905         438,183,823   

General Electric Co.

     4,530,905         116,942,658   

Intel Corp.

     4,530,905         154,096,079   

International Business Machines Corp.

     4,530,905         744,880,782   

Johnson & Johnson

     4,530,905         488,340,941   

JPMorgan Chase & Co.

     4,530,905         274,029,134   

McDonald’s Corp.

     4,530,905         424,681,726   

Merck & Co., Inc.

     4,530,905         262,520,636   

Microsoft Corp.

     4,530,905         212,725,990   

NIKE, Inc. (Class B)

     4,530,905         421,238,238   

Pfizer, Inc.

     4,530,905         135,700,605   

The Boeing Co.

     4,530,905         565,955,343   

The Coca-Cola Co.

     4,530,905         189,754,301   

The Goldman Sachs Group, Inc.

     4,530,905         860,826,641   

The Home Depot, Inc.

     4,530,905         441,853,856   

The Procter & Gamble Co.

     4,530,905         395,412,079   

The Travelers Cos., Inc.

     4,530,905         456,715,224   

The Walt Disney Co.

     4,530,905         414,034,099   

United Technologies Corp.

     4,530,905         484,806,835   

UnitedHealth Group, Inc.

     4,530,905         430,481,284   

Verizon Communications, Inc.

     4,530,905         227,677,976   

Visa, Inc. (Class A)

     4,530,905         1,093,896,394   

Wal-Mart Stores, Inc.

     4,530,905         345,572,124   
     

 

 

 

Total Common Stocks(a)
(Cost $11,881,551,949)

      $ 12,269,600,122   
     

 

 

 

 

(a) The values of the securities of the Trust are determined based on Level 1 inputs. (Note 2)

 

See accompanying notes to financial statements.

 

2


SPDR Dow Jones Industrial Average ETF Trust

Schedule of Investments (continued)

October 31, 2014

 

INDUSTRY BREAKDOWN AS OF OCTOBER 31, 2014*

 

Industry    Percent of
Net
Assets**
 

IT Services

     14.98

Aerospace & Defense

     8.56   

Oil, Gas & Consumable Fuels

     7.99   

Pharmaceuticals

     7.22   

Capital Markets

     7.01   

Industrial Conglomerates

     6.63   

Machinery

     3.74   

Insurance

     3.72   

Specialty Retail

     3.60   

Health Care Providers & Services

     3.51   

Hotels, Restaurants & Leisure

     3.46   

Textiles, Apparel & Luxury Goods

     3.43   

Media

     3.37   

Consumer Finance

     3.32   

Household Products

     3.22   

Diversified Telecommunication Services

     3.14   

Food & Staples Retailing

     2.81   

Chemicals

     2.55   

Diversified Financial Services

     2.23   

Software

     1.73   

Beverages

     1.55   

Semiconductors & Semiconductor Equipment

     1.26   

Communications Equipment

     0.90   

Other Assets & Liabilities

     0.07   
  

 

 

 

Total

     100.00
  

 

 

 

 

* The Trust’s industry breakdown is expressed as a percentage of net assets and may change over time.

 

** Each security is valued based on Level 1 inputs. (Note 2)

 

See accompanying notes to financial statements.

 

3


SPDR Dow Jones Industrial Average ETF Trust

Statement of Assets and Liabilities

October 31, 2014

 

Assets

  

Investments in securities, at value

   $ 12,269,600,122   

Cash

     12,346,009   

Receivable for units of fractional undivided interest (“Units”) issued in-kind

     75,924   

Dividends receivable

     11,551,140   
  

 

 

 

Total Assets

     12,293,573,195   
  

 

 

 

Liabilities

  

Income distribution payable

     9,941,148   

Accrued Trustee expense

     588,737   

Accrued marketing expense

     2,472,308   

Accrued DJIA license expense

     1,439,025   

Accrued expenses and other liabilities

     631,582   
  

 

 

 

Total Liabilities

     15,072,800   
  

 

 

 

Net Assets

   $ 12,278,500,395   
  

 

 

 

Net Assets Consist of:

  

Paid in capital (Note 4)

   $ 13,802,428,347   

Undistributed net investment income

     3,240,259   

Accumulated net realized loss on investments

     (1,915,216,384

Net unrealized appreciation on investments

     388,048,173   
  

 

 

 

Net Assets

   $ 12,278,500,395   
  

 

 

 

Net asset value per Unit

   $ 173.57   
  

 

 

 

Units outstanding, unlimited Units authorized

     70,742,867   
  

 

 

 

Cost of investments

   $ 11,881,551,949   
  

 

 

 

 

See accompanying notes to financial statements.

 

4


SPDR Dow Jones Industrial Average ETF Trust

Statements of Operations

 

     For the Year Ended
October 31, 2014
     For the Year Ended
October 31, 2013
     For the Year Ended
October 31, 2012
 

Investment Income

        

Dividend income

   $ 262,005,663       $ 297,471,842       $ 308,340,757   
  

 

 

    

 

 

    

 

 

 

Expenses

        

Trustee expense

     7,070,957         6,928,624         6,983,198   

Marketing expense

     6,900,417         6,925,953         6,848,079   

DJIA license fee

     4,700,278         4,717,302         4,665,386   

Legal and audit services

     309,023         481,315         811,001   

Other expenses

     352,267         480,187         383,313   
  

 

 

    

 

 

    

 

 

 

Total Expenses

     19,332,942         19,533,381         19,690,977   
  

 

 

    

 

 

    

 

 

 

Net Investment Income

     242,672,721         277,938,461         288,649,780   
  

 

 

    

 

 

    

 

 

 

Realized and Unrealized Gain (Loss) on Investments

        

Net realized gain on investment transactions

     972,746,170         536,002,077         710,150,395   

Net change in unrealized appreciation (depreciation)

     274,671,884         1,389,629,705         300,890,540   
  

 

 

    

 

 

    

 

 

 

Net Realized and Unrealized Gain on Investments

     1,247,418,054         1,925,631,782         1,011,040,935   
  

 

 

    

 

 

    

 

 

 

Net Increase in Net Assets Resulting From Operations

   $ 1,490,090,775       $ 2,203,570,243       $ 1,299,690,715   
  

 

 

    

 

 

    

 

 

 

 

See accompanying notes to financial statements.

 

5


SPDR Dow Jones Industrial Average ETF Trust

Statements of Changes in Net Assets

 

     For the Year Ended
October 31, 2014
    For the Year Ended
October 31, 2013
    For the Year Ended
October 31, 2012
 

Increase in net assets resulting from operations:

      

Net investment income

   $ 242,672,721      $ 277,938,461      $ 288,649,780   

Net realized gain on investment transactions

     972,746,170        536,002,077        710,150,395   

Net change in unrealized appreciation (depreciation)

     274,671,884        1,389,629,705        300,890,540   
  

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations:

     1,490,090,775        2,203,570,243        1,299,690,715   
  

 

 

   

 

 

   

 

 

 

Net equalization credits and charges

     (334,933     (4,218,198     (2,139,967
  

 

 

   

 

 

   

 

 

 

Distributions to unitholders from net investment income

     (239,448,346     (274,075,501     (286,360,368
  

 

 

   

 

 

   

 

 

 

Decrease in net assets from Unit transactions:

      

Proceeds from issuance of Units

     15,339,825,370        21,443,691,450        15,600,705,314   

Cost of Units redeemed

     (15,680,597,253     (22,313,393,725     (17,385,862,538

Net income equalization (Note 2)

     334,933        4,218,198        2,139,967   
  

 

 

   

 

 

   

 

 

 

Net decrease in net assets from Unit transactions

     (340,436,950     (865,484,077     (1,783,017,257
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets during period

     909,870,546        1,059,792,467        (771,826,877

Net assets beginning of period

     11,368,629,849        10,308,837,382        11,080,664,259   
  

 

 

   

 

 

   

 

 

 

Net assets end of period*

   $ 12,278,500,395      $ 11,368,629,849      $ 10,308,837,382   
  

 

 

   

 

 

   

 

 

 

Unit transactions:

      

Units sold

     93,450,000        148,650,000        123,250,000   

Units redeemed

     (96,000,000     (154,250,000     (137,250,000
  

 

 

   

 

 

   

 

 

 

Net Increase (Decrease)

   $ (2,550,000   $ (5,600,000   $ (14,000,000
  

 

 

   

 

 

   

 

 

 

*Includes undistributed net investment income

   $ 3,240,259      $ 15,884      $ 2,452,924   
  

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

6


SPDR Dow Jones Industrial Average ETF Trust

Financial Highlights

Selected data for a Unit outstanding throughout each year

 

    For the Year
Ended
October 31,
2014
    For the Year
Ended
October 31,
2013
    For the Year
Ended
October 31,
2012
    For the Year
Ended
October 31,
2011
    For the Year
Ended
October 31,
2010
 

Net asset value, beginning of year

  $ 155.11      $ 130.67      $ 119.28      $ 111.24      $ 97.17   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment operations:

         

Net investment income(1)

    3.47        3.49        3.22        2.88        2.64   

Net realized and unrealized gain on investments

    18.45        24.48        11.41        8.37        14.14   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    21.92        27.97        14.63        11.25        16.78   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net equalization credits and charges(1)

    (0.00 )(2)      (0.05     (0.02     (0.01     (0.08
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions from:

         

Net investment income

    (3.46     (3.48     (3.22     (3.20     (2.63
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

  $ 173.57      $ 155.11      $ 130.67      $ 119.28      $ 111.24   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(3)

    14.26     21.55     12.31     10.17     17.36

Ratios and supplemental data

         

Ratio to average net assets:

         

Net investment income

    2.11     2.41     2.53     2.43     2.52

Total expenses

    0.17     0.17     0.17     0.17     0.18

Total expenses excluding Trustee earnings credit

    0.17     0.17     0.17     0.17     0.18

Portfolio turnover rate(4)

    0.00     18.00     5.52     0.00     0.12

Net assets, end of year (000’s)

  $ 12,278,500      $ 11,368,630      $ 10,308,837      $ 11,080,664      $ 8,058,639   

 

 

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

 

(2) Amount shown represents less than $0.005 per share.

 

(3) 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. Broker commission charges are not included in this calculation.

 

(4) Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions of Units.

 

See accompanying notes to financial statements.

 

7


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements

October 31, 2014

 

Note 1 — Organization

SPDR Dow Jones Industrial Average ETF Trust (the “Trust”) is a unit investment trust created under the laws of the State of New York and registered under the Investment Company Act of 1940, as amended. The Trust was created to provide investors with the opportunity to purchase a security representing a proportionate undivided interest in a portfolio of securities consisting of substantially all of the component common stocks, in substantially the same weighting, which comprise the Dow Jones Industrial Average (the “DJIA”). Each unit of fractional undivided interest in the Trust is referred to as a “Unit”. The Trust commenced operations on January 14, 1998 upon the initial issuance of 500,000 Units (equivalent to ten “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, as sponsor of the Trust (the “Sponsor”), and State Street Bank and Trust Company, as trustee of the Trust (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 Trust expects the risk of material loss to be remote.

On November 13, 2013, Intercontinental Exchange, Inc. (formerly known as IntercontinentalExchange Group, Inc.) (“ICE”) announced the completion of its acquisition of NYSE Holdings LLC (the parent company of the Sponsor, formerly known as NYSE Euronext Holdings LLC) (“NYSE Holdings”). Upon the closing of the acquisition, Intercontinental Exchange Holdings, Inc. (formerly known as IntercontinentalExchange, Inc.) and NYSE Holdings became wholly owned subsidiaries of ICE. As the parent company, ICE is the publicly-traded entity, trading on the New York Stock Exchange under the symbol “ICE”.

Note 2 — Significant Accounting Policies

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

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The financial statements are presented in United States dollars.

Security Valuation

The value of the Trust’s portfolio securities is based on the market price of the securities, which generally means a valuation obtained from an exchange or other market (or based on a price quotation or other equivalent

 

8


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2014

 

Note 2 — Significant Accounting Policies – (continued)

 

indication of value supplied by an exchange or other market) or a valuation obtained from an independent pricing service. If a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security, the security will be valued by another method that the Trustee believes will better reflect fair value in accordance with the Trust’s valuation policies and procedures. The Trustee has adopted procedures concerning securities valuation pursuant to which an Oversight Committee makes determinations as to whether market quotations are not readily available or do not otherwise accurately reflect the fair value of the security. The Oversight Committee, or a subgroup thereof, subject to oversight by the Trustee, may use fair value pricing in a variety of circumstances, including but not limited to, situations when trading in a security has been suspended or halted. Fair value pricing involves subjective judgments and it is possible that the fair value determination for a security is materially different than the value that could be received on the sale of the security.

The Trust continues to follow the authoritative guidance for fair value measurements and the fair value option for financial assets and financial liabilities. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that

the most observable inputs be used when available. The guidance establishes three levels of inputs that may be used to measure fair value:

 

 

Level 1 — quoted prices in active markets for identical investments

 

 

Level 2 — other significant observable inputs (including, but not limited to, quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 — significant unobservable inputs (including the Trust’s own assumptions in determining the fair value of investments)

Investments that use Level 2 or Level 3 inputs may include, but are not limited to: (i) an unlisted security related to corporate actions; (ii) a restricted security (i.e., one that may not be publicly sold without registration under the Securities Act of 1933, as amended); (iii) a security whose trading has been suspended or which has been de-listed from its primary trading exchange; (iv) a security that is thinly traded; (v) a security in default or bankruptcy proceedings for which there is no current market quotation; (vi) a security affected by currency controls or restrictions; and (vii) a security affected by a significant event (i.e., an event that occurs after the close of the markets on which the security is traded, but before the time as of which the Trust’s net assets are computed and that may materially affect the value of the Trust’s investments). Examples of events that may be “significant events” are government actions, natural disasters, armed conflicts, acts of terrorism and significant market fluctuations.

Fair value pricing could result in a difference between the prices used to calculate the Trust’s NAV and the prices used by the DJIA, which, in turn, could result in a difference between the Trust’s performance and the performance of the DJIA. The inputs or methodology used for valuation are not necessarily an indication of the risk associated with investing in those investments. The types of inputs used to value each security are identified in the Schedule of Investments, which also includes a breakdown of the Trust’s investments by industry.

 

9


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2014

 

Note 2 — Significant Accounting Policies – (continued)

 

The Trust did not hold any investments valued using Level 2 or 3 inputs as of October 31, 2014 and did not have any transfers between levels for the year ended October 31, 2014.

Investment Risk

The Trust’s investments are exposed to risks, such as market risk. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

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

Investment Transactions

Investment transactions are recorded on the trade date. Realized gains and losses from the sale or disposition of securities are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date.

Distributions to Unitholders

The Trust declares and distributes dividends from net investment income to its holders of Units (“Unitholders”) monthly. The Trust declares and distributes net realized capital gains, if any, at least annually.

Equalization

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

U.S. Federal Income Tax and Certain Other Tax Matters

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

 

10


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2014

 

Note 2 — Significant Accounting Policies – (continued)

 

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.

Accounting Standards Codification 740, Income Taxes (“ASC 740”) established financial accounting and disclosure requirements for the recognition and measurement of tax positions taken, and whether those tax positions are more likely than not to be sustained upon examination by the applicable taxing authority based on the technical merits of the position. The Trust has not recognized any liabilities relating to tax positions considered to be uncertain tax positions for the current year or prior years. The Trust may be subject to potential examinations by certain taxing authorities for all open tax years (the current and prior years, as applicable). 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.

The Trust has reviewed the tax positions for the open tax years as of October 31, 2014 and has determined that no provision for income tax is required in the Trust’s financial statements. The Trust’s tax returns for the prior three fiscal years remain subject to examination by applicable tax jurisdictions, including the United States of America and the State of New York. If the Trust were required to pay interest and penalties related to tax liabilities, it would recognize such interest and penalties as income tax expense in the Statements of Operations. There were no such expenses for the year ending October 31, 2014.

At October 31, 2014, the Trust had the following capital loss carryforwards that may be utilized to offset any net realized gains, expiring October 31 of the year indicated:

 

2016

   $ 506,750,845   

2017

     779,537,215   

2018

     4,715,695   

2019

     3,393,588   

Non-Expiring – Short Term

     31,833,756   

Non-Expiring – Long Term

     588,985,285   

During the tax year ended October 31, 2014, the Trust utilized capital loss carryforwards of $993,575 and had $52,316 of capital loss carryforwards expire.

During the year ended October 31, 2014, the Trust reclassified $971,752,595 of non-taxable security gains realized from the in-kind redemption of Creation Units (Note 4) as an increase to paid in capital in the Statement of Assets and Liabilities. At October 31, 2014, the cost of investments for U.S. federal income tax purposes was $11,881,551,949. Gross unrealized appreciation was $775,576,073 and gross unrealized depreciation was $387,527,900, resulting in net unrealized appreciation of $388,048,173.

 

11


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2014

 

Note 2 — Significant Accounting Policies – (continued)

 

The tax character of distributions paid during the years ended October 31, 2014, 2013 and 2012 were as follows:

 

Tax year of distribution:    2014      2013      2012  

Ordinary Income

   $ 239,448,346       $ 274,075,501       $ 286,360,368   

As of October 31, 2014, the components of distributable earnings (excluding unrealized appreciation/depreciation) were undistributed ordinary income of $13,181,407, undistributed net capital gain (that is, the excess of net long-term capital gains over short-term capital losses) of $0 and unrealized appreciation of $388,048,173.

Note 3 — Transactions with the Trustee and Sponsor

In accordance with the Trust Agreement, 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 is also 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 DJIA. For these services, the Trustee received a fee of $7,072,897 at the following annual rates for the year ended October 31, 2014:

 

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 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 October 31, 2014, the Adjustment Amount reduced the Trustee’s fee by $427,520. The Adjustment Amount included an excess of net transaction fees from processing orders of $409,871 and a Trustee earnings credit of $17,649.

The Sponsor agreed to reimburse the Trust for, or assume, the ordinary operating expenses of the Trust which exceeded 18/100 of 1% per annum of the daily NAV of the Trust. There were no such reimbursements by the Sponsor for the fiscal years ended October 31, 2014, October 31, 2013 and October 31, 2012.

S&P Dow Jones Indices LLC (“S&P”) and State Street Global Markets, LLC (“SSGM” or the “Marketing Agent”) have entered into a License Agreement. The License Agreement grants SSGM, an affiliate of the Trustee, a license to

 

12


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2014

 

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

 

use the DJIA and to use certain trade names and trademarks of S&P in connection with the Trust. The DJIA also serves as a 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 SSGM for the use of the DJIA 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 December 31, 2017, 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 0.05% on the first $1 billion of the then rolling average asset balance and 0.04% on any excess rolling average asset balance over and above $1 billion. The minimum annual license fee for the Trust is $1 million.

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.

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 (“Transaction Fee”). The Transaction Fee is non-refundable, regardless of the NAV of the Trust. The Transaction Fee is $1,000 per participating party per day, regardless of the number of Creation Units created or redeemed on such day. The $1,000 charge is subject to a limit not to exceed 0.10% (10 basis points) of the value of one Creation Unit at the time of creation. 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 DJIA, 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 October 31, 2014, the Trust had net in-kind contributions, net in-kind redemptions, purchases and sales of investment securities of $10,026,896,322, $10,367,178,276, $0 and $0, respectively. Net realized gain (loss) on investment transactions in the Statements of Operations includes net gains resulting from in-kind transactions of $65,276,122.

 

13


SPDR Dow Jones Industrial Average ETF Trust

Report of Independent Registered Public Accounting Firm

 

To the Trustee and Unitholders of

SPDR Dow Jones Industrial Average ETF Trust:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the SPDR Dow Jones Industrial Average ETF Trust at October 31, 2014, the results of its operations, the changes in its net assets, and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trustee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

December 19, 2014

 

14


SPDR Dow Jones Industrial Average ETF Trust

Other Information

October 31, 2014 (Unaudited)

 

Tax Information

For U.S. federal income tax purposes, the percentage of Trust distributions that qualify for the corporate dividends received deduction for the fiscal year ended October 31, 2014 is 100.00%.

For the fiscal year ended October 31, 2014, certain dividends paid by the Trust may be designated as qualified dividend income for U.S. federal income tax purposes and subject to a maximum U.S. federal income tax rate of 20% in the case of certain non-corporate shareholders that meet applicable holding period requirements with respect to their Units. Complete information will be reported in conjunction with your 2014 Form 1099-DIV.

FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS

Bid/Ask Price(1) vs. Net Asset Value

As of October 31, 2014

 

     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
 

2014

     0         0         0         0         0         0   

2013

     0         0         0         0         0         0   

2012

     0         0         0         0         0         0   

2011

     0         0         0         0         0         0   

2010

     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 returns at NAV with the total pre-tax returns based on bid/ask price and the performance of the DJIA. Past performance is not necessarily an indication of how the Trust will perform in the future.

Cumulative Total Return

 

     1 Year     5 Year     10 Year  

SPDR DJIA Trust

      

Return Based on NAV

     14.26     101.69     120.59

Return Based on Bid/Ask Price

     14.08     101.71     120.57

DJIA

     14.48     103.81     124.50

 

15


SPDR Dow Jones Industrial Average ETF Trust

Other Information — (continued)

October 31, 2014 (Unaudited)

 

Average Annual Total Return

 

     1 Year     5 Year     10 Year  

SPDR DJIA Trust

      

Return Based on NAV

     14.26     15.06     8.23

Return Based on Bid/Ask Price

     14.08     15.07     8.23

DJIA

     14.48     15.30     8.42

 

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

 

16


SPDR Dow Jones Industrial Average ETF Trust

(Unaudited)

 

Sponsor

PDR Services LLC

c/o NYSE Holdings LLC

11 Wall Street

New York, NY 10005

Trustee

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

125 High Street

Boston, MA 02110

 

SPDRDIA AR