SPDR Dow Jones Industrial Average ETF Trust

SPDR® Dow Jones Industrial AverageSM ETF Trust

(“SPDR DJIA TRUST”)

A Unit Investment Trust

Annual Report

October 31, 2012

 

“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 DJIA 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

 

OBJECTIVE:

The SPDR Dow Jones Industrial Average ETF Trust (the “Trust”) is an exchange traded fund designed to generally correspond to the price and yield performance of the Dow Jones Industrial Average (the “DJIA”).

STRATEGY:

To accomplish this, the Trust utilizes a full replication approach. With this strategy, all component securities of the DJIA are owned by the Trust in their approximate DJIA weight. A replication management approach should result in low expected tracking error of the Trust relative to its benchmark.

PERFORMANCE OVERVIEW:

The Trust ended its fiscal year on October 31, 2012 with a 12-month total return of 12.31% on net asset value as compared to the DJIA return of 12.56%.

The Trust’s performance reflects the operating expenses of the Trust, including brokerage 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, 2012

 

Common Stocks    Shares      Value  

3M Co.

     6,044,379       $ 529,487,600   

Alcoa, Inc.

     6,044,379         51,800,328   

American Express Co.

     6,044,379         338,303,893   

AT&T, Inc.

     6,044,379         209,075,070   

Bank of America Corp.

     6,044,379         56,333,612   

Caterpillar, Inc.

     6,044,379         512,623,783   

Chevron Corp.

     6,044,379         666,151,010   

Cisco Systems, Inc.

     6,044,379         103,600,656   

E. I. du Pont de Nemours & Co.

     6,044,379         269,095,753   

Exxon Mobil Corp.

     6,044,379         551,066,033   

General Electric Co.

     6,044,379         127,294,622   

Hewlett-Packard Co.

     6,044,379         83,714,649   

Intel Corp.

     6,044,379         130,709,696   

International Business Machines Corp.

     6,044,379         1,175,813,047   

Johnson & Johnson

     6,044,379         428,062,921   

JPMorgan Chase & Co.

     6,044,379         251,929,717   

McDonald’s Corp.

     6,044,379         524,652,097   

Merck & Co., Inc.

     6,044,379         275,805,014   

Microsoft Corp.

     6,044,379         172,476,355   

Pfizer, Inc.

     6,044,379         150,323,706   

The Boeing Co.

     6,044,379         425,766,057   

The Coca-Cola Co.

     6,044,379         224,730,011   

The Home Depot, Inc.

     6,044,379         371,003,983   

The Procter & Gamble Co.

     6,044,379         418,512,802   

The Travelers Cos., Inc.

     6,044,379         428,788,246   

The Walt Disney Co.

     6,044,379         296,597,677   

United Technologies Corp.

     6,044,379         472,428,663   

UnitedHealth Group, Inc.

     6,044,379         338,485,224   

Verizon Communications, Inc.

     6,044,379         269,821,078   

Wal-Mart Stores, Inc.

     6,044,379         453,449,312   
     

 

 

 

Total Common Stocks(a)
(Cost $11,584,156,031)

      $ 10,307,902,615   
     

 

 

 

 

(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, 2012

 

INDUSTRY BREAKDOWN AS OF OCTOBER 31, 2012*

 

Industry    Percent of
Net
Assets**
 

Oil, Gas & Consumable Fuels

     11.81

IT Services

     11.41   

Aerospace & Defense

     8.71   

Pharmaceuticals

     8.29   

Industrial Conglomerates

     6.37   

Hotels, Restaurants & Leisure

     5.09   

Machinery

     4.97   

Diversified Telecommunication Services

     4.65   

Food & Staples Retailing

     4.40   

Insurance

     4.16   

Household Products

     4.06   

Specialty Retail

     3.60   

Health Care Providers & Services

     3.28   

Consumer Finance

     3.28   

Diversified Financial Services

     2.99   

Media

     2.88   

Chemicals

     2.61   

Beverages

     2.18   

Software

     1.67   

Semiconductors & Semiconductor Equipment

     1.27   

Communications Equipment

     1.00   

Computers & Peripherals

     0.81   

Metals & Mining

     0.50   

Other Assets & Liabilities

     0.01   
  

 

 

 

Total

     100.00
  

 

 

 

 

* The Trust’s industry breakdown is expressed as a percent 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, 2012

 

ASSETS

  

Investments in securities, at value

   $ 10,307,902,615   

Cash

     8,087,795   

Dividends receivable

     14,629,361   
  

 

 

 

Total Assets

     10,330,619,771   
  

 

 

 

LIABILITIES

  

Income distribution payable

     15,224,528   

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

     266   

Accrued Trustee expense

     573,040   

Accrued expenses and other liabilities

     5,984,555   
  

 

 

 

Total Liabilities

     21,782,389   
  

 

 

 

NET ASSETS

   $ 10,308,837,382   
  

 

 

 

NET ASSETS CONSIST OF:

  

Paid in capital (Note 4)

     12,878,650,504   

Undistributed net investment income

     2,452,924   

Accumulated net realized loss on investments

     (1,296,012,630

Net unrealized depreciation on investments

     (1,276,253,416
  

 

 

 

NET ASSETS

   $ 10,308,837,382   
  

 

 

 

NET ASSET VALUE PER UNIT

   $ 130.67   
  

 

 

 

UNITS OUTSTANDING, UNLIMITED UNITS AUTHORIZED, $0.00 PAR VALUE

     78,892,867   
  

 

 

 

COST OF INVESTMENTS

   $ 11,584,156,031   
  

 

 

 

 

See accompanying notes to financial statements.

 

4


SPDR Dow Jones Industrial Average ETF Trust

Statements of Operations

 

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

INVESTMENT INCOME

       

Dividend income

   $ 308,340,757       $ 245,115,563      $ 222,616,182   
  

 

 

    

 

 

   

 

 

 

EXPENSES

       

Trustee expense

     6,983,198         5,743,266        5,170,959   

Marketing expense

     6,848,079         5,660,417        4,956,465   

DJIA license fee

     4,665,386         3,873,611        3,404,310   

Legal and audit services

     811,001         219,322        436,458   

Other expenses

     383,313         593,467        596,111   
  

 

 

    

 

 

   

 

 

 

Total Expenses

     19,690,977         16,090,083        14,564,303   
  

 

 

    

 

 

   

 

 

 

NET INVESTMENT INCOME

     288,649,780         229,025,480        208,051,879   
  

 

 

    

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

       

Net realized gain on investment transactions

     710,150,395         684,673,417        56,806,457   

Net change in unrealized appreciation (depreciation)

     300,890,540         (84,349,814     908,029,583   
  

 

 

    

 

 

   

 

 

 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS

     1,011,040,935         600,323,603        964,836,040   
  

 

 

    

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 1,299,690,715       $ 829,349,083      $ 1,172,887,919   
  

 

 

    

 

 

   

 

 

 

 

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

INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:

      

Net investment income

   $ 288,649,780      $ 229,025,480      $ 208,051,879   

Net realized gain (loss) on investment transactions

     710,150,395        684,673,417        56,806,457   

Net change in unrealized appreciation (depreciation)

     300,890,540        (84,349,814     908,029,583   
  

 

 

   

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS:

     1,299,690,715        829,349,083        1,172,887,919   
  

 

 

   

 

 

   

 

 

 

NET EQUALIZATION CREDITS AND CHARGES

     (2,139,967     (718,146     (6,394,413
  

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO UNITHOLDERS FROM NET INVESTMENT INCOME

     (286,360,368     (251,674,959     (201,712,941
  

 

 

   

 

 

   

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM UNIT TRANSACTIONS:

      

Proceeds from sale of Units

     15,600,705,314        21,998,536,680        13,886,085,189   

Proceeds from reinvestment of distributions

                   70,649   

Cost of Units repurchased

     (17,385,862,538     (19,554,185,652     (14,187,655,154

Net income equalization (Note 2)

     2,139,967        718,146        6,394,413   
  

 

 

   

 

 

   

 

 

 

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

     (1,783,017,257     2,445,069,174        (295,104,903
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS DURING PERIOD

     (771,826,877     3,022,025,152        669,675,662   

NET ASSETS BEGINNING OF PERIOD

     11,080,664,259        8,058,639,107        7,388,963,445   
  

 

 

   

 

 

   

 

 

 

NET ASSETS END OF PERIOD*

   $ 10,308,837,382      $ 11,080,664,259      $ 8,058,639,107   
  

 

 

   

 

 

   

 

 

 

UNIT TRANSACTIONS:

      

Units sold

     123,250,000        185,350,000        131,950,000   

Units issued from reinvestment of distributions

                   679   

Units redeemed

     (137,250,000     (164,900,000     (135,550,000
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE)

   $ (14,000,000   $ 20,450,000      $ (3,599,321
  

 

 

   

 

 

   

 

 

 

*Includes undistributed net investment income

   $ 2,452,924      $ 163,512      $ 22,812,991   
  

 

 

   

 

 

   

 

 

 

 

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,
2012
    For the Year
Ended
October 31,
2011
    For the Year
Ended
October 31,
2010
    For the Year
Ended
October 31,
2009
    For the Year
Ended
October 31,
2008
 

Net asset value, beginning of year

   $ 119.28      $ 111.24      $ 97.17      $ 93.22      $ 139.17   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment Operations:

          

Net investment income(1)

     3.22        2.88        2.64        2.76        2.96   

Net realized and unrealized gain (loss)

     11.41        8.37        14.14        4.01        (45.91
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     14.63        11.25        16.78        6.77        (42.95
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net equalization credits and charges(1)

     (0.02     (0.01     (0.08     (0.14     0.02   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions from:

          

Net investment income

     (3.22     (3.20     (2.63     (2.68     (3.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 130.67      $ 119.28      $ 111.24      $ 97.17      $ 93.22   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(2)

     12.31     10.17     17.36     7.56     (31.23 )% 

Ratios and supplemental data

          

Ratio to average net assets:

          

Net investment income

     2.53     2.43     2.52     3.21     2.49

Total expenses

     0.17     0.17     0.18     0.17     0.17

Total expenses excluding Trustee earnings credit

     0.17     0.17     0.18     0.17     0.17

Portfolio turnover rate(3)

     5.52     0.00     0.12     5.39     11.27

Net assets, end of year (000’s)

   $ 10,308,837      $ 11,080,664      $ 8,058,639      $ 7,388,963      $ 9,114,230   

 

 

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

 

(2) 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.

 

(3) 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, 2012

 

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.

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 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 established a Pricing and Investment Committee (the “Committee”) for the purpose of valuing securities for which market quotations are not readily available or do not otherwise accurately reflect the fair value of the security. The Committee, 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. Accordingly, the Trust’s net asset value (“NAV”) may reflect certain portfolio securities’ fair values rather than their market prices. 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.

 

8


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2012

 

Note 2 — Significant Accounting Policies – (continued)

 

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 for the fair value option for financial assets and financial liabilities provides the Trust with the irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The guidance also 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.

The Trust did not hold any investments valued using Level 2 or 3 inputs as of October 31, 2012 and did not have any transfers between levels for the period ended October 31, 2012.

Subsequent Events

Events or transactions occurring after the period end through the date the financial statements were issued have been evaluated by management in the preparation of the financial statements and no items were noted requiring additional disclosure or adjustment.

 

9


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2012

 

Note 2 — Significant Accounting Policies – (continued)

 

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 were 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.

Broker-dealers, at their own discretion, may offer a dividend reinvestment service under which additional Units may be purchased in the secondary market at current market prices. Investors should consult their broker-dealer for further information regarding any dividend reinvestment service offered by such broker-dealer.

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.

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

 

10


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2012

 

Note 2 — Significant Accounting Policies – (continued)

 

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” (generally, its taxable income other than net capital gain) for such taxable year. In addition, provided that the Trust distributes during each calendar year substantially all of its ordinary income and capital gains, the Trust will not be subject to U.S. federal excise tax.

The Trust has reviewed the tax positions for the open tax years as of October 31, 2012 and has determined that no provision for income tax is required in the Trust’s financial statements. The Trust’s U.S. federal tax returns for the prior three fiscal years remain subject to examination by the Trust’s major tax jurisdictions, which include the United States of America and the State of New York. The Trust would 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 ending October 31, 2012.

Under rules in effect for taxable years beginning before December 22, 2010, the capital loss carryforward period of a RIC was limited to eight years. Capital loss carryforwards of RICs for subsequent taxable years may be carried forward indefinitely and must be fully utilized before those generated in prior taxable years that are subject to the prior rules. Therefore, under certain circumstances, capital loss carryforwards available as of the report date, as described below, may expire unused.

At October 31, 2012, the Trust had the following capital loss carryforwards that may be utilized to offset any net realized gains, expiring October 31:

 

2014

   $ 52,316   

2016

     506,750,845   

2017

     779,537,215   

2018

     4,715,695   

2019

     3,393,588   

During the tax year ended October 31, 2012, the Trust utilized capital loss carryforwards of $26,139,301 and had $195,321,283 of capital loss carryforwards expire.

During the year ended October 31, 2012, the Trust reclassified $684,008,081 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, 2012, the cost of investments for U.S. federal income tax purposes was $11,585,719,002. Accordingly, gross unrealized appreciation was $244,693,135 and gross unrealized depreciation was $1,522,509,522, resulting in net unrealized depreciation of $1,277,816,387.

 

11


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2012

 

Note 2 — Significant Accounting Policies – (continued)

 

The tax character of distributions paid during the years ended October 31, 2012, 2011 and 2010 were as follows:

 

Distributions paid from:    2012      2011      2010  

Ordinary Income

   $ 286,360,368       $ 251,674,959       $ 201,712,941   

As of October 31, 2012, the components of distributable earnings (excluding unrealized appreciation/depreciation) were undistributed ordinary income of $17,677,452, undistributed long-term capital gain of $0 and unrealized depreciation of $1,277,816,387.

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 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 at the following annual rates for the year ended October 31, 2012:

 

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 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, 2012, the Adjustment Amount reduced the Trustee’s fee by $469,427. The Adjustment Amount included an excess of net transaction fees from processing orders of $448,744 and a Trustee earnings credit of $20,683.

The Sponsor, a wholly-owned subsidiary of NYSE Euronext, agreed to reimburse the Trust for, or assume, the ordinary operating expenses of the Trust which exceeded 18.00/100 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, 2012, October 31, 2011 and October 31, 2010.

 

12


SPDR Dow Jones Industrial Average ETF Trust

Notes to Financial Statements — (continued)

October 31, 2012

 

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

 

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 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 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 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. A transaction fee of $1,000 is currently charged in connection with each creation or redemption of Creation Units through the clearing process per participating party per day, regardless of the number of Creation Units created or redeemed. In the case of creations and redemptions outside of the clearing process, the transaction fee plus an additional amount not to exceed three (3) times the transaction fee applicable for one Creation Unit per Creation Unit redeemed are deducted from the amount delivered to the redeemer. Transaction fees are received by the Trustee and used to defray the expense of processing orders.

Note 5 — Investment Transactions

For the year ended October 31, 2012, the Trust had net in-kind contributions, net in-kind redemptions, purchases and sales of investment securities of $10,488,108,923, $12,263,277,717, $627,412,889 and $629,789,256, respectively. Net realized gain (loss) on investment transactions in the Statements of Operations includes net gains resulting from in-kind transactions of $684,009,291.

 

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 SPDR Dow Jones Industrial Average ETF Trust (the “Trust”) at October 31, 2012, and 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, 2012 by correspondence with the custodian and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 27, 2012

 

14


SPDR Dow Jones Industrial Average ETF Trust

Other Information

October 31, 2012 (Unaudited)

 

Tax Information

For U.S. federal income tax purposes, the percentage of Trust distributions that qualify for the corporate dividends paid deduction for the fiscal year ended October 31, 2012 is 100.00%.

For the fiscal year ended October 31, 2012, 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 15%. Complete information will be reported in conjunction with your 2012 Form 1099-DIV.

FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS

Bid/Ask Price(1) vs. Net Asset Value

AS OF OCTOBER 31, 2012

 

     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
 

2012

     0         0         0         0         0         0   

2011

     0         0         0         0         0         0   

2010

     0         0         0         0         0         0   

2009

     0         0         0         0         0         0   

2008

     3         2         2         2         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.

Cummulative Total Return

 

     1 Year     5 Year     10 Year  

Trust

      

Return Based on NAV

     12.31     7.41     97.43

Return Based on Bid/Ask Price

     12.27     7.42     97.71

DJIA

     12.56     8.23     100.94

Average Annual Total Return

 

     1 Year     5 Year     10 Year  

Trust

      

Return Based on NAV

     12.31     1.44     7.04

Return Based on Bid/Ask Price

     12.27     1.44     7.05

DJIA

     12.56     1.60     7.23

 

(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.

 

15


SPDR Dow Jones Industrial Average ETF Trust

 

Sponsor

PDR Services LLC

c/o NYSE Euronext

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