N-CSRS 1 worldfund_final.htm VANGUARD WORLD FUND worldfund_final.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-01027

Name of Registrant: Vanguard World Fund

Address of Registrant:
P.O. Box 2600
Valley Forge, PA 19482

Name and address of agent for service:
Heidi Stam, Esquire
P.O. Box 876
Valley Forge, PA 19482

Registrant’s telephone number, including area code: (610) 669-1000

Date of fiscal year end: August 31

Date of reporting period: September 1, 2012 – February 28, 2013

Item 1: Reports to Shareholders


 

 

 

Semiannual Report | February 28, 2013
Vanguard U.S. Growth Fund

 



 

> Vanguard U.S. Growth Fund returned about 9% for the six months ended February 28, 2013, ahead of the gain of its benchmark index and the average return of its peers.

> The broad U.S. stock market returned nearly 10%; value stocks trumped their growth-oriented brethren.

> Consumer discretionary stocks, the fund’s second-largest sector, contributed the most to the fund’s return.

Contents  
Your Fund’s Total Returns. 1
Chairman’s Letter. 2
Advisors’ Report. 7
Fund Profile. 12
Performance Summary. 13
Financial Statements. 14
About Your Fund’s Expenses. 25
Trustees Approve Advisory Agreements. 27
Glossary. 29

 

Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice.
Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.
See the Glossary for definitions of investment terms used in this report.
About the cover: Our cover photograph shows rigging on the HMSSurprise, a replica of an 18th-century Royal Navy frigate. It was featured in the 2003 movie Master and Commander: The Far Side of the World, which was based on Patrick O’Brian’s sea
novels, set amid the Napoleonic Wars. Vanguard was named for another ship of that era, the HMSVanguard, which was the flagship of British Admiral Horatio Nelson at the Battle of the Nile.


 

Your Fund’s Total Returns  
 
 
 
 
Six Months Ended February 28, 2013  
  Total
  Returns
Vanguard U.S. Growth Fund  
Investor Shares 9.06%
Admiral™ Shares 9.15
Russell 1000 Growth Index 6.23
Large-Cap Growth Funds Average 6.62

Large-Cap Growth Funds Average: Derived from data provided by Lipper Inc.

Admiral Shares carry lower expenses and are available to investors who meet certain account-balance requirements.

Your Fund’s Performance at a Glance
August 31, 2012, Through February 28, 2013

      Distributions Per Share
  Starting Ending Income Capital
  Share Price Share Price Dividends Gains
Vanguard U.S. Growth Fund        
Investor Shares $20.79 $22.55 $0.115 $0.000
Admiral Shares 53.85 58.37 0.382 0.000

 

1


 

 

 

 

Chairman’s Letter

Dear Shareholder,

Growth stocks lagged their value counterparts over the past six months, a bit of a departure from the path the market has taken in its recovery from the financial crisis since March 2009. Financial stocks have been one of the keys to the most recent stock market rally. But because these stocks belong mostly to the value camp, their resurgence had limited influence on growth-oriented portfolios.

Still, Vanguard U.S. Growth Fund recorded a commendable return of about 9% for the six months ended February 28, 2013, significantly ahead of its benchmark index and the average gain of its large-capitalization growth peers. This result was within one percentage point of the return of the broad U.S. stock market, which includes both growth and value stocks.

The consumer discretionary sector, the fund’s second-largest after information technology, added the most to return. The technology sector, which accounted for nearly 40% of the fund’s holdings on average during the period, finished flat. But the advisors’ stock holdings within the sector held up better than those of the benchmark and offered a sizable boost to relative return.

Stocks overcame concerns en route to substantial gains
Stocks worldwide strongly advanced over the six months ended February 28, though uncertainty at home and abroad periodically stalked the markets. International equities

2


 

eclipsed their U.S. counterparts as stocks from developed and emerging markets rallied amid optimism over central bankers’ policy moves.

Despite political and fiscal challenges, international stocks returned about 13%. Rising Japanese stocks helped drive the Pacific region’s robust returns as Japan’s newly elected prime minister, Shinzo Abe, advocated aggressive monetary easing to boost his nation’s economy and preempt deflation.

European stocks benefited from the European Central Bank’s commitment to preserve the euro, climbing about 13%. Debt-crisis concerns reignited in the period’s final week, though, when Italy’s national elections ended in a political impasse amid voters’ anti-austerity message.

U.S. markets rose nearly 10% as solid corporate earnings and the Federal Reserve’s stimulus program helped boost returns. But the impending enactment of extensive, automatic federal spending cuts (known as the sequester) stoked investors’ anxiety as the six-month period wound down.

Bonds finished flat as yields remained low
The broad U.S. taxable bond market barely squeezed out a gain for the half-year, advancing just 0.15%.

Market Barometer      
 
      Total Returns
    Periods Ended February 28, 2013
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 9.72% 13.62% 5.21%
Russell 2000 Index (Small-caps) 13.02 14.02 7.35
Russell 3000 Index (Broad U.S. market) 9.97 13.65 5.38
MSCI All Country World Index ex USA (International) 13.06 6.66 -0.87
 
Bonds      
Barclays U.S. Aggregate Bond Index (Broad taxable market) 0.15% 3.12% 5.52%
Barclays Municipal Bond Index (Broad tax-exempt market) 2.01 5.01 6.79
Citigroup Three-Month U.S. Treasury Bill Index 0.05 0.08 0.34
 
CPI      
Consumer Price Index 0.78% 1.98% 1.86%

 

3


 

Bond returns were anemic as the yield of the benchmark 10-year U.S. Treasury note climbed during the period; it dropped back a bit in February to finish at about 1.88%, still low by historical standards. (Bond prices and yields move in opposite directions.) Investors, nervous over Italy’s unsettled election results in the period’s final week, were drawn to the perceived safety of Treasury securities.

Although bonds can provide critical diversification benefits to a portfolio, their return prospects look much less promising than they have in recent years. As yields have tumbled, the opportunity for future bond price appreciation has greatly diminished.

Returns on money market funds and savings accounts remained minuscule as the Federal Reserve adhered to its four-year-old policy of keeping short-term interest rates between 0% and 0.25%.

An encouraging chapter in a story that’s still unfolding
Six months is only a snapshot in the life of a mutual fund, especially one such as U.S. Growth, which was founded nearly 55 years ago. Still, the fund’s performance over the recent period is encouraging, not only in comparison with its benchmark and peer group but also in light of the past decade-plus, when its holdings were often out of step with market trends.

Expense Ratios
Your Fund Compared With Its Peer Group

  Investor Admiral Peer Group
  Shares Shares Average
U.S. Growth Fund 0.45% 0.31% 1.28%

 

The fund expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.45% for Investor Shares and 0.32% for Admiral Shares. The peer-group expense ratio is derived from data provided by Lipper Inc. and captures information through year-end 2012.

Peer group: Large-Cap Growth Funds.

4


 

U.S. Growth’s three advisors––Wellington Management Company, William Blair & Company, and Delaware Management Company––manage their respective portions of the fund with an eye on high-quality stocks that have the potential for earnings growth. The advisors’ stock holdings, when compared with those in the benchmark index, produced superior returns in seven of the ten industry sectors over the past six months.

One of U.S. Growth’s greatest strengths was consumer discretionary stocks, most notably holdings in media corporations and specialty retailers. Movie and entertainment powerhouses and satellite radio companies profited from either their advertising or subscription businesses, and sometimes both. Home improvement behemoths were helped by the recovery of the U.S. housing market, and consumers’ willingness to spend on upgrading and maintenance.

The technology sector, by far U.S. Growth’s largest, had an aggregate return close to zero. But that was better than the performance of the benchmark sector, which returned about –5%, a difference that helped the fund to outperform the index in the period. U.S. Growth was aided by its holdings in giant electronic-payment corporations, which have benefited from the global transition to credit cards from traditional cash.

Although the consumer staples sector isn’t one of the fund’s largest, and its allocation was less than half that of the benchmark index on average during the half-year, the advisors’ stock selection within the sector was particularly strong. The fund’s consumer staples stocks––led by the food products category––returned nearly 23% for the period, compared with less than 7% for the benchmark sector.

For more about the advisors’ strategy and the fund’s positioning during the six months, please see the Advisors’ Report that follows this letter.

Low cost and talent drive successful active management
Investors sometimes ask if it’s a contradiction that Vanguard, a champion of index investing, offers actively managed mutual funds. To understand how active funds fit into our philosophy, consider for a moment why indexing has proved its mettle: It’s a generally low-cost, tax-efficient way to build a diversified portfolio that lets you keep more of your fund’s returns. Because index funds seek to track the overall market or a segment of it, they typically cost much less to run than funds that are actively managed in an effort to outperform the market. And the less you pay for a fund, the more of its returns come back to you.

5


 

The same principle—low cost—drives our approach to active funds. The other essential ingredient is talent. Some wonder how we can afford to hire top active managers when we place such importance on keeping investing costs low. The answer lies in five key characteristics of Vanguard’s structure and culture—our mutual ownership, our large scale, performance incentives aligned with investors’ interests, a long-term perspective, and a rigorous oversight process, which I lead. (You can read more about our approach in The Case for Vanguard Active Management: Solving the Low-Cost/Top-Talent Paradox? at vanguard.com/research.)

These enduring advantages don’t guarantee outperformance, of course. Even in those cases where an active stock fund outperforms over long periods, it doesn’t necessarily mean that investors earned more than the index results every year—or even every decade. And investors have no way of knowing beforehand which funds will outperform.

But for those willing to accept the greater risks that come with active investing, we believe Vanguard’s combination of talented advisors and low costs may improve the odds.

As always, thank you for entrusting your assets to Vanguard.

Sincerely,

F. William McNabb III
Chairman and Chief Executive Officer
March 12, 2013

6


 

Advisors’ Report

For the half-year ended February 28, 2013, Vanguard U.S. Growth Fund returned about 9%, finishing ahead of its benchmark and its peer-group average. Your fund is managed by three advisors. The use of multiple independent advisors enhances the fund’s diversification by providing exposure to distinct, yet complementary, investment approaches. It is not uncommon for different advisors to have different views about individual securities or the broader investment environment.

The table below presents the advisors, the percentage and amount of fund assets that each manages, and brief descriptions of their investment strategies. Each advisor has also prepared a discussion of the investment environment during the fiscal year and of how the portfolio’s positioning reflects this assessment. These reports were prepared on March 18, 2013.

Vanguard U.S. Growth Fund Investment Advisors  
 
  Fund Assets Managed  
Investment Advisor % $ Million           Investment Strategy
Delaware Management Company 42 1,694 Uses a bottom-up approach, seeking companies that
      have large end-market potential, dominant business
      models, and strong free cash flow generation that is
      attractively priced compared with the intrinsic value of
            the securities.
Wellington Management 41 1,680 Employs proprietary fundamental research and a
Company, LLP     rigorous valuation discipline in an effort to invest in
      high-quality, large-cap, sustainable-growth companies.
      The investment approach is based on the belief that
      stock prices often overreact to short-term trends, and
      that bottom-up, intensive research focused on
      longer-term fundamentals can be used to identify
        stocks that will outperform the market over time.
William Blair & Company, L.L.C. 15 604 Uses a fundamental investment approach in pursuit of
      superior long-term investment results from
      growth-oriented companies with leadership positions
        and strong market presence.
Cash Investments 2 82 These short-term reserves are invested by Vanguard in
      equity index products to simulate investment in stocks.
      Each advisor may also maintain a modest cash
          position.

 

7


 

Wellington Management Company, LLP
Portfolio Manager:
Andrew J. Shilling, CFA,
Senior Vice President

We aim for our portion of the fund to outperform growth benchmarks and, in the longer term, the broader market. We employ proprietary fundamental research and a rigorous valuation discipline to invest in large-capitalization companies with attractive growth characteristics. Our investment approach is based on identifying companies that possess a clear competitive advantage that will enable them to maintain sustainable, above-average growth. We take a long-term perspective, as we believe that investors often underestimate the potential for growth.

Over the past six months, our portfolio benefited from stock selection in information technology, and particularly from our holding in Acme Packet, which delivers products that support internet communications primarily for businesses. The company’s shares surged after Oracle announced it would acquire Acme Packet for a substantial premium.

Relative to the benchmark, we also benefited from underweighting our position in Apple, the maker of consumer electronic devices. Apple’s shares lagged during the period as investors focused on a number of long-term concerns, including increased competition and a lack of anticipated new product launches. We still like the company’s long-term prospects, but we believe the stock will face some near-term challenges as growth rates slow, competition continues to increase, and profit margins face downward pressure.

In consumer staples, the period’s top contributor was Green Mountain Coffee Roasters, which was a significant overweight at the period’s close. Green Mountain is a leading provider of single-cup brewers and portion packs (its branded K-Cups) for coffee and other hot beverages. Investors responded favorably to Green Mountain’s better-than-expected quarterly earnings results; management also raised its full-year earnings guidance. The stock nearly doubled during the period, and we took advantage of the gain to trim our position.

Solid stock selection in the consumer discretionary sector was led by our position in home improvement retailer Lowe’s. The company and its stock continued to benefit from a recovery in the U.S. housing market. Recent data have shown that U.S. home prices are now rising year-over-year for the first time in years. Given the historical relationship between home sales and home improvement spending, we expect to see improving sales, margins, and returns at Lowe’s.

In health care, our position in Edwards Lifesciences detracted from results during the period. We think this medical device company should enjoy several years of strong revenue and earnings growth, driven by its first-to-market transcatheter heart valve technology.

8


 

The stock fell after the company pre-announced weaker-than-expected quarterly revenue, in part owing to disappointing sales in the United States and Europe. We continue to hold our position as we believe that this weakness is short-term and that the long-term potential of the company’s heart valve technology remains compelling.

At the period’s close, our largest overweight exposures at the sector level were in consumer discretionary and information technology holdings, where we continue to find attractive long-term growth opportunities.

Delaware Management Company

Portfolio Managers:
Christopher J. Bonavico, CFA, Vice President, Senior Portfolio Manager, and Equity Analyst

Christopher M. Ericksen, CFA, Vice President, Portfolio Manager, and Equity Analyst

Daniel J. Prislin, CFA, Vice President, Senior Portfolio Manager, and Equity Analyst

Jeffrey S. Van Harte, CFA, Senior Vice President and CIO—Focus Growth Equity

Our philosophy focuses on owning what we believe to be strong companies with strong long-term growth prospects, solid business models, and competitive positions that we believe can expand market share and deliver shareholder value in a variety of market environments.

Consistent with our philosophy, stock selection was the main contributor to returns during the period.

Relative to our benchmark, two of our largest contributors were Progressive and Allergan. Progressive is a company that we have owned in the past and have kept on our radar over the years. We felt that its most recent product, Snapshot, added significant upside potential to the insurance company’s value. Snapshot is hardware placed in cars to collect data on drivers’ habits; if it shows they are driving safely, they can save on their car insurance. Regarding Allergan, we continue to believe the company operates at a high level driven by the core ophthalmology franchise as well as by broader use of Botox for conditions such as chronic migraines. In addition, Allergan has continued to complete key acquisitions that we believe will increase shareholder value.

The primary detractors from our performance during the period were VeriFone Systems and Teradata. Shares of VeriFone declined substantially after preannounced earnings largely missed analysts’ expectations. Despite this disappointment, we believe the company’s core business and competitive position in electronic payment-processing are more attractive than they are currently perceived. Finally, Teradata reported earnings that were merely in line with investor expectations after many quarters of doing better. We believe that this database software

9


 

company, which specializes in aggregating data for business analytics and decision-making, is well-positioned to benefit from stronger technology spending.

Given the volatility we have seen over the past several quarters, it appears that many investors are struggling with how to view the pace of global economic recovery and how to assess factors that threaten economic fundamentals (for example, the European sovereign-debt crisis). Although some fundamentals may be trending upward (from a very low base during the global financial crisis in 2008–2009), we don’t believe we are entering a typical post-recessionary boom cycle. Rather, we believe that the lingering effects of the credit crisis could result in moderate growth at best. Recent economic data suggest some slowing in the global recovery. In such a tenuous environment, we believe the quality of a company’s business model, competitive position, and management will be of utmost importance.

William Blair & Company, L.L.C.

Portfolio Managers:
James Golan, CFA, Partner, Portfolio Manager

David Ricci, CFA, Partner, Portfolio Manager

The U.S. equity market returned 6.2% in the six months through February 2013, as measured by the Russell 1000 Growth Index. Although the presidential election and the “fiscal cliff” negotiations weighed on investor psyches during the period, investors generally chose to focus on several incremental improvements.

In the United States, the housing recovery picked up steam, and overall economic data were encouraging. Overseas, although uncertainty remains, the situation in Europe has stabilized with the European Central Bank’s announcement of its Outright Monetary Transactions program to buy government bonds. For emerging-market countries, the level of growth remains debatable; however, many economies, particularly China’s, appeared to be stabilizing.

Stock selection in multiple sectors was the key driver of our portfolio’s performance relative to the benchmark index. In financials, shares of JPMorgan Chase outperformed after the company reported better-than-expected earnings results driven by better mortgage and trading revenues. Green Mountain Coffee Roasters, in consumer staples, was the second-largest contributor to relative results, boosted by better-than-expected brewer and K-Cup sales and by optimism about the new CEO, Brian Kelley, who brings beverage and operational expertise from Coca-Cola.

Our two largest individual detractors were technology stocks, Apple and Citrix Systems. For Apple, investors were rattled by changes in the management team, concern about slowing iPhone and iPad sales amid increasing competition, and worry about potential saturation of the



 

premium segment of this market. Citrix came under pressure as investors worried about the level of enterprise business spending in the uncertain economic and political environment.

In our view, stocks remain reasonably valued, especially in comparison with bonds. Although many investors have sought the safety of fixed income securities, stocks have continued to rise over the past few years despite a substantial headwind from outgoing asset flow. Early 2013 has seen nascent signs of a reversal of this trend; if so, it would be a boost to equities. That said, a critical issue for the market remains sustaining high operating margins. Those companies that can produce attractive revenue growth and positive operating leverage in 2013 should be rewarded.

We focus––as always––on fundamental analysis to identify quality growth companies that can sustain and improve upon their competitive position and earnings versus peers. In the long term, we believe investors differentiate between average companies and those with superior growth and quality characteristics; i.e., the kind in which we invest. In 2012, we began to see this differentiation occurring again, which improved results for our strategy.

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U.S. Growth Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Investor Admiral
  Shares Shares
Ticker Symbol VWUSX VWUAX
Expense Ratio1 0.45% 0.31%
30-Day SEC Yield 0.45% 0.59%

 

Portfolio Characteristics      
      DJ U.S.
    Russell Total
    1000 Market
    Growth FA
  Fund Index Index
Number of Stocks 115 574 3,593
Median Market Cap $34.2B $53.2B $38.3B
Price/Earnings Ratio 21.9x 19.2x 17.4x
Price/Book Ratio 3.6x 4.3x 2.2x
Return on Equity 20.7% 23.7% 16.7%
Earnings Growth Rate 20.7% 15.3% 9.3%
Dividend Yield 0.9% 1.8% 2.1%
Foreign Holdings 3.8% 0.0% 0.0%
Turnover Rate      
(Annualized) 37%
Short-Term Reserves 1.5%

 

Sector Diversification (% of equity exposure)
      DJ U.S.
    Russell Total
    1000 Market
    Growth FA
  Fund Index Index
Consumer Discretionary 20.2% 16.8% 12.2%
Consumer Staples 6.2 12.8 9.5
Energy 7.1 4.3 10.3
Financials 7.0 4.8 17.2
Health Care 11.3 12.5 12.0
Industrials 6.7 13.0 11.2
Information Technology 36.0 29.4 17.6
Materials 2.8 3.9 3.9
Telecommunication      
Services 2.6 2.3 2.6
Utilities 0.1 0.2 3.5

 

Volatility Measures    
  Russell DJ U.S.
  1000 Total
  Growth Market
  Index FA Index
R-Squared 0.98 0.95
Beta 1.11 1.08

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Ten Largest Holdings (% of total net assets)
Apple Inc. Computer Hardware 4.9%
Google Inc. Class A Internet Software &  
  Services 3.8
Mastercard Inc. Class A Data Processing &  
  Outsourced Services 3.3
QUALCOMM Inc. Communications  
  Equipment 2.9
Visa Inc. Class A Data Processing &  
  Outsourced Services 2.8
Allergan Inc. Pharmaceuticals 2.5
priceline.com Inc. Internet Retail 2.4
EOG Resources Inc. Oil & Gas Exploration  
  & Production 2.2
Crown Castle Wireless  
International Corp. Telecommunication  
  Services 2.1
Kinder Morgan Inc. Oil & Gas Storage &  
  Transportation 1.9
Top Ten   28.8%

The holdings listed exclude any temporary cash investments and equity index products.

Investment Focus


1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.45% for Investor Shares and 0.32% for Admiral Shares.

12


 

U.S. Growth Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): August 31, 2002, Through February 28, 2013


U.S. Growth Fund Investor Shares
Russell 1000 Growth Index

 

Note: For 2013, performance data reflect the six months ended February 28, 2013.

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Ten
  Date Year Years Years
Investor Shares 1/6/1959 18.43% 1.94% 6.35%
Admiral Shares 8/13/2001 18.54 2.10 6.55

 

See Financial Highlights for dividend and capital gains information.

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U.S. Growth Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (96.4%)1    
Consumer Discretionary (19.7%)  
* priceline.com Inc. 142,220 97,788
* Liberty Interactive Corp.    
  Class A 3,253,491 67,933
* Amazon.com Inc. 175,240 46,311
  Lowe’s Cos. Inc. 1,108,145 42,276
  News Corp. Class A 1,241,650 35,760
  NIKE Inc. Class B 635,200 34,593
  Harley-Davidson Inc. 637,365 33,545
* AutoZone Inc. 83,250 31,647
  Walt Disney Co. 554,630 30,277
  Yum! Brands Inc. 412,190 26,990
  Dunkin’ Brands Group Inc. 717,080 26,640
  Comcast Corp. Class A 667,320 26,553
* Dollar General Corp. 567,760 26,310
  Sirius XM Radio Inc. 8,247,490 25,567
* Sally Beauty Holdings Inc. 918,795 25,487
  Time Warner Inc. 450,135 23,934
  Home Depot Inc. 345,305 23,653
  Starwood Hotels &    
  Resorts Worldwide Inc. 353,475 21,325
  Family Dollar Stores Inc. 366,950 21,118
  Starbucks Corp. 378,200 20,733
  Abercrombie & Fitch Co. 443,260 20,669
* Discovery    
  Communications Inc.    
  Class A 259,200 19,007
  DR Horton Inc. 796,520 17,762
  PVH Corp. 145,705 17,754
* Michael Kors Holdings Ltd. 238,135 14,117
  Lennar Corp. Class A 265,720 10,254
* Chipotle Mexican Grill Inc.    
  Class A 20,930 6,630
  Ralph Lauren Corp. Class A 27,850 4,831
      799,464

 

      Market
      Value
    Shares ($000)
Consumer Staples (5.9%)    
^,* Green Mountain Coffee    
  Roasters Inc. 1,324,443 63,255
  Walgreen Co. 1,441,462 59,014
  Mead Johnson    
  Nutrition Co. 311,355 23,324
  CVS Caremark Corp. 419,720 21,456
^ Anheuser-Busch InBev    
  NV ADR 210,210 19,758
  Pernod-Ricard SA ADR 725,335 18,913
  Colgate-Palmolive Co. 135,400 15,494
  Lorillard Inc. 378,630 14,592
  PepsiCo Inc. 62,060 4,702
      240,508
Energy (6.7%)    
  EOG Resources Inc. 725,675 91,225
  Kinder Morgan Inc. 2,040,955 75,658
  Schlumberger Ltd. 435,765 33,924
  Anadarko Petroleum Corp. 306,270 24,373
* Cobalt International    
  Energy Inc. 560,380 13,825
  National Oilwell Varco Inc. 167,555 11,415
* Cameron International Corp. 177,065 11,283
  Noble Energy Inc. 83,600 9,265
* Kinder Morgan Inc.    
  Warrants, Exp.    
  Date 5/25/17 725,392 3,192
      274,160
Exchange-Traded Fund (0.0%)  
2 Vanguard Growth ETF 3,100 232
 
Financials (6.6%)    
  Progressive Corp. 2,437,775 59,384
* IntercontinentalExchange    
  Inc. 340,850 52,770
  JPMorgan Chase & Co. 838,185 41,004
  CME Group Inc. 593,525 35,505

 

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U.S. Growth Fund    
 
 
 
      Market
      Value
    Shares ($000)
  American Express Co. 279,700 17,383
* Affiliated Managers    
  Group Inc. 104,800 15,325
  Citigroup Inc. 351,300 14,744
  T. Rowe Price Group Inc. 168,800 12,017
  BlackRock Inc. 43,790 10,499
  American Tower    
  Corporation 107,050 8,307
      266,938
Health Care (10.9%)    
  Allergan Inc. 924,060 100,186
* Celgene Corp. 638,150 65,844
* Gilead Sciences Inc. 1,376,600 58,795
  Novo Nordisk A/S ADR 320,300 56,052
  Perrigo Co. 288,625 32,664
* Hologic Inc. 1,149,380 25,091
* Biogen Idec Inc. 144,955 24,112
* Edwards    
  Lifesciences Corp. 270,240 23,222
  Covidien plc 318,415 20,242
  Agilent Technologies Inc. 420,060 17,424
* IDEXX Laboratories Inc. 120,300 11,082
* Regeneron    
  Pharmaceuticals Inc. 54,850 9,160
      443,874
Industrials (6.4%)    
  Precision Castparts Corp. 148,700 27,746
  Caterpillar Inc. 264,725 24,453
  AMETEK Inc. 548,715 22,953
  Union Pacific Corp. 165,500 22,692
  Eaton Corp. plc 361,470 22,400
  JB Hunt Transport    
  Services Inc. 269,000 18,701
  Safran SA ADR 375,155 17,218
* IHS Inc. Class A 161,326 17,141
  Cummins Inc. 147,195 17,055
* Stericycle Inc. 163,900 15,721
  Kansas City Southern 152,315 15,684
  Donaldson Co. Inc. 367,100 13,227
  Rockwell Automation Inc. 128,605 11,618
  Norfolk Southern Corp. 158,460 11,575
      258,184
Information Technology (35.0%)  
  Apple Inc. 446,180 196,944
* Google Inc. Class A 193,035 154,660
  Mastercard Inc. Class A 257,210 133,189
  QUALCOMM Inc. 1,805,535 118,497
  Visa Inc. Class A 725,675 115,121
* Adobe Systems Inc. 1,748,800 68,728
  Intuit Inc. 1,028,500 66,318
* eBay Inc. 1,129,708 61,772
* BMC Software Inc. 1,465,392 58,718
  Oracle Corp. 1,576,440 54,009

 

      Market
      Value
    Shares ($000)
* Teradata Corp. 826,150 47,966
* Cognizant Technology    
  Solutions Corp. Class A 552,730 42,433
* VeriSign Inc. 839,644 38,456
* Citrix Systems Inc. 539,883 38,278
  Altera Corp. 791,140 28,022
* Facebook Inc. Class A 899,005 24,498
* Alliance Data    
  Systems Corp. 154,260 24,480
* Juniper Networks Inc. 1,012,100 20,930
* Salesforce.com Inc. 111,115 18,803
^,* ServiceNow Inc. 543,805 17,657
  Cisco Systems Inc. 814,115 16,974
* Splunk Inc. 419,292 15,149
* NetApp Inc. 418,035 14,142
* VeriFone Systems Inc. 676,133 12,826
* LinkedIn Corp. Class A 70,520 11,860
  Broadcom Corp. Class A 274,060 9,348
* Trimble Navigation Ltd. 109,800 6,525
* TIBCO Software Inc. 223,305 4,790
      1,421,093
Materials (2.7%)    
  Monsanto Co. 559,500 56,526
  Syngenta AG ADR 506,825 43,065
  Praxair Inc. 94,140 10,643
      110,234
Telecommunication Services (2.5%)  
* Crown Castle    
  International Corp. 1,246,186 86,984
* SBA Communications    
  Corp. Class A 208,000 14,793
      101,777
Total Common Stocks    
(Cost $3,082,789)   3,916,464
Temporary Cash Investments (4.3%)1  
Money Market Fund (4.0%)    
3,4 Vanguard Market    
  Liquidity Fund,    
  0.143% 162,399,941 162,400
 
    Face  
    Amount  
    ($000)  
Repurchase Agreement (0.2%)  
  Bank of America Securities,  
  LLC 0.170%, 3/1/13    
  (Dated 2/28/13, Repurchase  
  Value $7,400,000,    
  collateralized by Federal  
  National Mortgage Assn.  
  3.000%, 6/1/27) 7,400 7,400

 

15


 

U.S. Growth Fund    
 
 
 
    Face Market
    Amount Value
    ($000) ($000)
U.S. Government and Agency Obligations (0.1%)
5,6 Fannie Mae Discount    
  Notes, 0.110%, 3/13/13 2,000 2,000
5,6 Fannie Mae Discount    
  Notes, 0.100%, 4/3/13 2,000 1,999
      3,999
Total Temporary Cash Investments  
(Cost $173,800)   173,799
Total Investments (100.7%)    
(Cost $3,256,589)   4,090,263
Other Assets and Liabilities (-0.7%)  
Other Assets   36,712
Liabilities4   (66,917)
      (30,205)
Net Assets (100%)   4,060,058

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 3,572,706
Overdistributed Net Investment Income (6,216)
Accumulated Net Realized Losses (344,777)
Unrealized Appreciation (Depreciation)  
Investment Securities 833,674
Futures Contracts 4,671
Net Assets 4,060,058
 
 
Investor Shares—Net Assets  
Applicable to 136,903,131 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 3,087,164
Net Asset Value Per Share—  
Investor Shares $22.55
 
 
Admiral Shares—Net Assets  
Applicable to 16,667,560 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 972,894
Net Asset Value Per Share—  
Admiral Shares $58.37

 

See Note A in Notes to Financial Statements.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $29,931,000.
* Non-income-producing security.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund’s effective common stock and temporary cash investment positions represent 98.4% and 2.3%, respectively, of net assets.
2 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
3 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
4 Includes $30,283,000 of collateral received for securities on loan.
5 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal Housing Finance Agency and it receives capital from the U.S. Treasury, as needed to maintain a positive net worth, in exchange for senior preferred stock.
6 Securities with a value of $3,999,000 have been segregated as initial margin for open futures contracts.
ADR—American Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.

16


 

U.S. Growth Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  February 28, 2013
  ($000)
Investment Income  
Income  
Dividends1,2 22,532
Interest1 112
Security Lending 210
Total Income 22,854
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 3,430
Performance Adjustment (211)
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 4,004
Management and Administrative—Admiral Shares 608
Marketing and Distribution—Investor Shares 238
Marketing and Distribution—Admiral Shares 63
Custodian Fees 25
Shareholders’ Reports—Investor Shares 28
Shareholders’ Reports—Admiral Shares 3
Trustees’ Fees and Expenses 8
Total Expenses 8,196
Expenses Paid Indirectly (49)
Net Expenses 8,147
Net Investment Income 14,707
Realized Net Gain (Loss)  
Investment Securities Sold1 123,849
Futures Contracts 7,721
Realized Net Gain (Loss) 131,570
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 196,062
Futures Contracts 832
Change in Unrealized Appreciation (Depreciation) 196,894
Net Increase (Decrease) in Net Assets Resulting from Operations 343,171

 

1 Dividend income, interest income, and realized net gain (loss) from affiliated companies of the fund were $2,000, $89,000, and $0, respectively.
2 Dividends are net of foreign withholding taxes of $12,000.

See accompanying Notes, which are an integral part of the Financial Statements.

17


 

U.S. Growth Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 14,707 14,069
Realized Net Gain (Loss) 131,570 143,533
Change in Unrealized Appreciation (Depreciation) 196,894 345,286
Net Increase (Decrease) in Net Assets Resulting from Operations 343,171 502,888
Distributions    
Net Investment Income    
Investor Shares (15,893) (11,539)
Admiral Shares (6,323) (4,059)
Realized Capital Gain    
Investor Shares
Admiral Shares
Total Distributions (22,216) (15,598)
Capital Share Transactions    
Investor Shares (134,199) (301,969)
Admiral Shares 28,771 88,408
Net Increase (Decrease) from Capital Share Transactions (105,428) (213,561)
Total Increase (Decrease) 215,527 273,729
Net Assets    
Beginning of Period 3,844,531 3,570,802
End of Period1 4,060,058 3,844,531

 

1 Net Assets—End of Period includes undistributed (overdistributed) net investment income of ($6,216,000) and $1,293,000.

See accompanying Notes, which are an integral part of the Financial Statements.

18


 

U.S. Growth Fund            
 
 
Financial Highlights            
 
 
Investor Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $20.79 $18.12 $14.75 $14.83 $17.89 $19.44
Investment Operations            
Net Investment Income .077 .068 .1081 .105 .105 .089
Net Realized and Unrealized Gain (Loss)            
on Investments 1.798 2.679 3.370 (.099) (3.049) (1.523)
Total from Investment Operations 1.875 2.747 3.478 .006 (2.944) (1.434)
Distributions            
Dividends from Net Investment Income (.115) (.077) (.108) (.086) (.116) (.116)
Distributions from Realized Capital Gains
Total Distributions (.115) (.077) (.108) (.086) (.116) (.116)
Net Asset Value, End of Period $22.55 $20.79 $18.12 $14.75 $14.83 $17.89
 
Total Return2 9.06% 15.22% 23.58% -0.02% -16.29% -7.44%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $3,087 $2,975 $2,893 $2,796 $2,956 $3,637
Ratio of Total Expenses to            
Average Net Assets3 0.45% 0.45% 0.44% 0.45% 0.49% 0.43%
Ratio of Net Investment Income to            
Average Net Assets 0.64% 0.35% 0.61%1 0.66% 0.79% 0.47%
Portfolio Turnover Rate 37% 43% 89% 74% 101% 107%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Net investment income per share and the ratio of net investment income to average net assets include $.016 and 0.09%, respectively, resulting from a special dividend from VeriSign Inc. in December 2010.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.01%), (0.01%), (0.03%), (0.03%), and (0.03%).

See accompanying Notes, which are an integral part of the Financial Statements.

19


 

U.S. Growth Fund            
 
 
Financial Highlights            
 
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $53.85 $46.94 $38.20 $38.41 $46.37 $50.42
Investment Operations            
Net Investment Income .243 .258 .3451 .338 .335 .325
Net Realized and Unrealized Gain (Loss)            
on Investments 4.659 6.924 8.734 (.256) (7.919) (3.950)
Total from Investment Operations 4.902 7.182 9.079 .082 (7.584) (3.625)
Distributions            
Dividends from Net Investment Income (.382) (.272) (.339) (.292) (.376) (.425)
Distributions from Realized Capital Gains
Total Distributions (.382) (.272) (.339) (.292) (.376) (.425)
Net Asset Value, End of Period $58.37 $53.85 $46.94 $38.20 $38.41 $46.37
 
Total Return2 9.15% 15.38% 23.77% 0.13% -16.15% -7.28%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $973 $869 $678 $737 $838 $1,116
Ratio of Total Expenses to            
Average Net Assets3 0.32% 0.31% 0.30% 0.29% 0.30% 0.24%
Ratio of Net Investment Income to            
Average Net Assets 0.77% 0.49% 0.75%1 0.82% 0.98% 0.66%
Portfolio Turnover Rate 37% 43% 89% 74% 101% 107%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Net investment income per share and the ratio of net investment income to average net assets include $.041 and 0.09%, respectively, resulting from a special dividend from VeriSign Inc. in December 2010.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.01%), (0.01%), (0.03%), (0.03%), and (0.03%).

See accompanying Notes, which are an integral part of the Financial Statements.

20


 

U.S. Growth Fund

Notes to Financial Statements

Vanguard U.S. Growth Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Investor Shares are available to any investor who meets the fund’s minimum purchase requirements. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.

Futures contracts are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of Net Assets as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized futures gains (losses).

During the six months ended February 28, 2013, the fund’s average investment in futures contracts represented 2% of net assets, based on quarterly average aggregate settlement values.

3. Repurchase Agreements: The fund may enter into repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default or bankruptcy by the other party to the agreement, the fund may sell or retain the collateral; however, such action may be subject to legal proceedings.

4. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

5. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

21


 

U.S. Growth Fund

6. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

7. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. Delaware Management Company, Wellington Management Company, LLP, and William Blair & Company, L.L.C., each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fees for Delaware Management Company and Wellington Management Company, LLP, are subject to quarterly adjustments based on performance since November, 30, 2010, relative to the Russell 1000 Growth Index. The basic fee for William Blair & Company, L.L.C., is subject to quarterly adjustments based on performance for the preceding five years relative to the Russell 1000 Growth Index.

The Vanguard Group manages the cash reserves of the fund on an at-cost basis.

For the six months ended February 28, 2013, the aggregate investment advisory fee represented an effective annual basic rate of 0.18% of the fund’s average net assets, before a decrease of $211,000 (0.01%) based on performance.

C. The Vanguard Group furnishes at cost corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $527,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.21% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

D. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the six months ended February 28, 2013, these arrangements reduced the fund’s expenses by $49,000 (an annual rate of 0.00% of average net assets).

22


 

U.S. Growth Fund

E. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The following table summarizes the market value of the fund’s investments as of February 28, 2013, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 3,916,464
Temporary Cash Investments 162,400 11,399
Futures Contracts—Assets1 5
Futures Contracts—Liabilities1 (128)
Total 4,078,741 11,399
1 Represents variation margin on the last day of the reporting period.

 

F. At February 28, 2013, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
S&P 500 Index March 2013 121 45,777 2,898
E-mini S&P 500 Index March 2013 300 22,700 1,077
E-mini S&P Mid-Cap 400 Index March 2013 110 12,119 696

 

Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.

G. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes

23


 

U.S. Growth Fund

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital losses totaling $471,784,000 to offset future net capital gains of $123,651,000 through August 31, 2013, $256,306,000 through August 31, 2017, and $91,827,000 through August 31, 2018. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $3,256,589,000. Net unrealized appreciation of investment securities for tax purposes was $833,674,000, consisting of unrealized gains of $899,873,000 on securities that had risen in value since their purchase and $66,199,000 in unrealized losses on securities that had fallen in value since their purchase.

H. During the six months ended February 28, 2013, the fund purchased $697,892,000 of investment securities and sold $763,615,000 of investment securities, other than temporary cash investments.

I. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Investor Shares        
Issued 99,196 4,655 397,474 20,019
Issued in Lieu of Cash Distributions 15,668 744 11,371 625
Redeemed (249,063) (11,624) (710,814) (37,213)
Net Increase (Decrease) —Investor Shares (134,199) (6,225) (301,969) (16,569)
Admiral Shares        
Issued 118,532 2,139 236,448 4,651
Issued in Lieu of Cash Distributions 5,877 108 3,764 80
Redeemed (95,638) (1,719) (151,804) (3,027)
Net Increase (Decrease) —Admiral Shares 28,771 528 88,408 1,704

 

J. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

24


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.

25


 

Six Months Ended February 28, 2013      
  Beginning Ending Expenses
  Account Value Account Value Paid During
U.S. Growth Fund 8/31/2012 2/28/2013 Period
Based on Actual Fund Return      
Investor Shares $1,000.00 $1,090.58 $2.33
Admiral Shares 1,000.00 1,091.53 1.66
Based on Hypothetical 5% Yearly Return      
Investor Shares $1,000.00 $1,022.56 $2.26
Admiral Shares 1,000.00 1,023.21 1.61

 

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.45% for Investor Shares and 0.32% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period.

26


 

Trustees Approve Advisory Agreements

The board of trustees of Vanguard U.S. Growth Fund has renewed the fund’s investment advisory agreements with William Blair & Company, L.L.C. (William Blair), Delaware Management Company (Delaware Management), and Wellington Management Company, llp (Wellington Management). The board determined that the retention of the advisors was in the best interests of the fund and its shareholders.

The board based its decisions upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. The trustees considered the factors discussed below, among others. However, no single factor determined whether the board approved the agreements. Rather, it was the totality of the circumstances that drove the board’s decisions.

Nature, extent, and quality of services
The board considered the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of each advisor. The board noted the following: William Blair. Founded in 1935, William Blair is an independently owned full-service investment firm. The firm uses an investment process that relies on thorough, in-depth fundamental analysis. Based on this process, William Blair invests in companies that it believes are of high quality and that have sustainable, above-average growth. In selecting stocks, William Blair considers each company’s leadership position within the market it serves, the quality of products or services it provides, its return on equity, its accounting policies, and the quality of the management team. William Blair has advised a portion of the fund since 2004.

Delaware Management. Delaware Management, an indirect subsidiary of Australia-based Macquarie Group, is a Philadelphia-based investment management firm. Delaware Management invests primarily in common stocks of large-capitalization, growth-oriented companies that it believes have long-term capital appreciation potential and are expected to grow faster than the U.S. economy. Delaware Management uses a bottom-up approach, seeking companies that have large-end market potential, dominant business models, and strong free cash flow generation that is attractively priced compared to the intrinsic value of the securities. Delaware Management has managed a portion of the fund since 2010.

Wellington Management. Wellington Management, which was founded in 1928, is among the nation’s oldest and most respected institutional managers. The firm employs a traditional, bottom-up fundamental research approach to identify securities that possess sustainable growth at reasonable valuations. Wellington Management invests in companies that have demonstrated above-average growth in the past, followed by a thorough review of each company’s business model and an assessment of its valuation. Wellington Management has managed a portion of the fund since 2010.

The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory agreements.

Investment performance
The board considered the short- and long-term performance of the fund and each advisor, including any periods of outperformance or underperformance relative to a benchmark index and peer group. The board concluded that the performance was such that each advisory arrangement should continue. Information about the fund’s most recent performance can be found in the Performance Summary section of this report.

27


 

Cost
The board concluded that the fund’s expense ratio was below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rate was also well below its peer-group average. Information about the fund’s expenses appears in the About Your Fund’s Expenses section of this report as well as in the Financial Statements section, which also includes information about the fund’s advisory fee rate.

The board did not consider the profitability of the fund’s advisors in determining whether to approve the advisory fees, because the advisors are independent of Vanguard, and the advisory fees are the result of arm’s-length negotiations.

The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the advisory fee schedules. The breakpoints reduce the effective rate of the fees as the fund’s assets managed by each advisor increase.

The board will consider whether to renew the advisory agreements again after a one-year period.

28


 

Glossary

30-Day SEC Yield. A fund’s 30-day SEC yield is derived using a formula specified by the U.S. Securities and Exchange Commission. Under the formula, data related to the fund’s security holdings in the previous 30 days are used to calculate the fund’s hypothetical net income for that period, which is then annualized and divided by the fund’s estimated average net assets over the calculation period. For the purposes of this calculation, a security’s income is based on its current market yield to maturity (for bonds), its actual income (for asset-backed securities), or its projected dividend yield (for stocks). Because the SEC yield represents hypothetical annualized income, it will differ—at times significantly—from the fund’s actual experience. As a result, the fund’s income distributions may be higher or lower than implied by the SEC yield.

Beta. A measure of the magnitude of a fund’s past share-price fluctuations in relation to the ups and downs of a given market index. The index is assigned a beta of 1.00. Compared with a given index, a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the index rose or fell by 10%. For this report, beta is based on returns over the past 36 months for both the fund and the index. Note that a fund’s beta should be reviewed in conjunction with its R-squared (see definition). The lower the R-squared, the less correlation there is between the fund and the index, and the less reliable beta is as an indicator of volatility.

Dividend Yield. Dividend income earned by stocks, expressed as a percentage of the aggregate market value (or of net asset value, for a fund). The yield is determined by dividing the amount of the annual dividends by the aggregate value (or net asset value) at the end of the period. For a fund, the dividend yield is based solely on stock holdings and does not include any income produced by other investments.

Earnings Growth Rate. The average annual rate of growth in earnings over the past five years for the stocks now in a fund.

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

Foreign Holdings. The percentage of a fund represented by securities or depositary receipts of companies based outside the United States.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is measured from the inception date.

Median Market Cap. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

Price/Book Ratio. The share price of a stock divided by its net worth, or book value, per share. For a fund, the weighted average price/book ratio of the stocks it holds.

29


 

Price/Earnings Ratio. The ratio of a stock’s current price to its per-share earnings over the past year. For a fund, the weighted average P/E of the stocks it holds. P/E is an indicator of market expectations about corporate prospects; the higher the P/E, the greater the expectations for a company’s future growth.

R-Squared. A measure of how much of a fund’s past returns can be explained by the returns from the market in general, as measured by a given index. If a fund’s total returns were precisely synchronized with an index’s returns, its R-squared would be 1.00. If the fund’s returns bore no relationship to the index’s returns, its R-squared would be 0. For this report, R-squared is based on returns over the past 36 months for both the fund and the index.

Return on Equity. The annual average rate of return generated by a company during the past five years for each dollar of shareholder’s equity (net income divided by shareholder’s equity). For a fund, the weighted average return on equity for the companies whose stocks it holds.

Short-Term Reserves. The percentage of a fund invested in highly liquid, short-term securities that can be readily converted to cash.

Turnover Rate. An indication of the fund’s trading activity. Funds with high turnover rates incur higher transaction costs and may be more likely to distribute capital gains (which may be taxable to investors). The turnover rate excludes in-kind transactions, which have minimal impact on costs.

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The People Who Govern Your Fund

The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them on an at-cost basis.

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 180 Vanguard funds.

The following table provides information for each trustee and executive officer of the fund. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1 and Delphi Automotive LLP (automotive components);
  Senior Advisor at New Mountain Capital; Trustee of
F. William McNabb III The Conference Board.
Born 1957. Trustee Since July 2009. Chairman of the  
Board. Principal Occupation(s) During the Past Five Amy Gutmann
Years: Chairman of the Board of The Vanguard Group, Born 1949. Trustee Since June 2006. Principal
Inc., and of each of the investment companies served Occupation(s) During the Past Five Years: President
by The Vanguard Group, since January 2010; Director of the University of Pennsylvania; Christopher H.
of The Vanguard Group since 2008; Chief Executive Browne Distinguished Professor of Political Science
Officer and President of The Vanguard Group and of in the School of Arts and Sciences with secondary
each of the investment companies served by The appointments at the Annenberg School for
Vanguard Group since 2008; Director of Vanguard Communication and the Graduate School of Education
Marketing Corporation; Managing Director of The of the University of Pennsylvania; Member of the
Vanguard Group (1995–2008). National Commission on the Humanities and Social
  Sciences; Trustee of Carnegie Corporation of New
IndependentTrustees York and of the National Constitution Center; Chair
  of the U. S. Presidential Commission for the Study
Emerson U. Fullwood of Bioethical Issues.
Born 1948. Trustee Since January 2008. Principal  
Occupation(s) During the Past Five Years: Executive JoAnn Heffernan Heisen
Chief Staff and Marketing Officer for North America Born 1950. Trustee Since July 1998. Principal
and Corporate Vice President (retired 2008) of Xerox Occupation(s) During the Past Five Years: Corporate
Corporation (document management products and Vice President and Chief Global Diversity Officer
services); Executive in Residence and 2010 (retired 2008) and Member of the Executive
Distinguished Minett Professor at the Rochester Committee (1997–2008) of Johnson & Johnson
Institute of Technology; Director of SPX Corporation (pharmaceuticals/medical devices/consumer
(multi-industry manufacturing), the United Way of products); Director of Skytop Lodge Corporation
Rochester, Amerigroup Corporation (managed health (hotels), the University Medical Center at Princeton,
care), the University of Rochester Medical Center, the Robert Wood Johnson Foundation, and the Center
Monroe Community College Foundation, and North for Talent Innovation; Member of the Advisory Board
Carolina A&T University. of the Maxwell School of Citizenship and Public Affairs
at Syracuse University.
Rajiv L. Gupta
Born 1945. Trustee Since December 2001.2 F. Joseph Loughrey
Principal Occupation(s) During the Past Five Years: Born 1949. Trustee Since October 2009. Principal
Chairman and Chief Executive Officer (retired 2009) Occupation(s) During the Past Five Years: President
and President (2006–2008) of Rohm and Haas Co. and Chief Operating Officer (retired 2009) of Cummins
(chemicals); Director of Tyco International, Ltd. Inc. (industrial machinery); Chairman of the Board of
(diversified manufacturing and services), Hewlett- Hillenbrand, Inc. (specialized consumer services);
Packard Co. (electronic computer manufacturing), Director of SKF AB (industrial machinery), the Lumina

 


 

Foundation for Education, and Oxfam America; Executive Officers  
Chairman of the Advisory Council for the College of    
Arts and Letters and Member of the Advisory Board to Glenn Booraem  
the Kellogg Institute for International Studies at the Born 1967. Controller Since July 2010. Principal
University of Notre Dame. Occupation(s) During the Past Five Years: Principal
  of The Vanguard Group, Inc.; Controller of each of
Mark Loughridge the investment companies served by The Vanguard
Born 1953. Trustee Since March 2012. Principal Group; Assistant Controller of each of the investment
Occupation(s) During the Past Five Years: Senior Vice companies served by The Vanguard Group (2001–2010).
President and Chief Financial Officer at IBM (information    
technology services); Fiduciary Member of IBM’s Thomas J. Higgins  
Retirement Plan Committee. Born 1957. Chief Financial Officer Since September
  2008. Principal Occupation(s) During the Past Five
Scott C. Malpass Years: Principal of The Vanguard Group, Inc.; Chief
Born 1962. Trustee Since March 2012. Principal Financial Officer of each of the investment companies
Occupation(s) During the Past Five Years: Chief served by The Vanguard Group; Treasurer of each of
Investment Officer and Vice President at the University the investment companies served by The Vanguard
of Notre Dame; Assistant Professor of Finance at the Group (1998–2008).  
Mendoza College of Business at Notre Dame; Member    
of the Notre Dame 403(b) Investment Committee; Kathryn J. Hyatt  
Director of TIFF Advisory Services, Inc. (investment Born 1955. Treasurer Since November 2008. Principal
advisor); Member of the Investment Advisory Occupation(s) During the Past Five Years: Principal of
Committees of the Financial Industry Regulatory The Vanguard Group, Inc.; Treasurer of each of the
Authority (FINRA) and of Major League Baseball. investment companies served by The Vanguard
  Group; Assistant Treasurer of each of the investment
André F. Perold companies served by The Vanguard Group (1988–2008).
Born 1952. Trustee Since December 2004. Principal    
Occupation(s) During the Past Five Years: George Heidi Stam  
Gund Professor of Finance and Banking at the Harvard Born 1956. Secretary Since July 2005. Principal
Business School (retired 2011); Chief Investment Occupation(s) During the Past Five Years: Managing
Officer and Managing Partner of HighVista Strategies Director of The Vanguard Group, Inc.; General Counsel
LLC (private investment firm); Director of Rand of The Vanguard Group; Secretary of The Vanguard
Merchant Bank; Overseer of the Museum of Fine Group and of each of the investment companies
Arts Boston. served by The Vanguard Group; Director and Senior
  Vice President of Vanguard Marketing Corporation.
Alfred M. Rankin, Jr.    
Born 1941. Trustee Since January 1993. Principal Vanguard Senior ManagementTeam  
Occupation(s) During the Past Five Years: Chairman,    
President, and Chief Executive Officer of NACCO Mortimer J. Buckley Chris D. McIsaac
Industries, Inc. (housewares/lignite) and of Hyster-Yale Kathleen C. Gubanich Michael S. Miller
Materials Handling, Inc. (forklift trucks); Director of Paul A. Heller James M. Norris
the National Association of Manufacturers; Chairman Martha G. King Glenn W. Reed
of the Board of University Hospitals of Cleveland;    
Advisory Chairman of the Board of The Cleveland Chairman Emeritus and Senior Advisor  
Museum of Art.    
  John J. Brennan  
Peter F. Volanakis Chairman, 1996–2009  
Born 1955. Trustee Since July 2009. Principal Chief Executive Officer and President, 1996–2008  
Occupation(s) During the Past Five Years: President    
and Chief Operating Officer (retired 2010) of Corning Founder  
Incorporated (communications equipment); Director  
of SPX Corporation (multi-industry manufacturing); John C. Bogle  
Overseer of the Amos Tuck School of Business Chairman and Chief Executive Officer, 1974–1996  
Administration at Dartmouth College; Advisor to the
Norris Cotton Cancer Center.    

 

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.
2 December 2002 for Vanguard Equity Income Fund, Vanguard Growth Equity Fund, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

P.O. Box 2600
Valley Forge, PA 19482-2600

 

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with the offering of shares of any Vanguard  
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All comparative mutual fund data are from Lipper Inc. or  
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You can obtain a free copy of Vanguard’s proxy voting  
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also available from the SEC’s website, sec.gov. In  
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You can review and copy information about your fund at  
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find out more about this public service, call the SEC at  
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  © 2013 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q232 042013

 


 

 

 

Semiannual Report | February 28, 2013
Vanguard International Growth Fund

 



 

> Vanguard International Growth Fund returned about 14% for the six months ended February 28, 2013.

> The fund’s return was higher than that of its benchmark and the average return for international funds.

> The performance of the fund’s European holdings provided the strongest boost, while its holdings in some Pacific and emerging markets underperformed.

Contents  
Your Fund’s Total Returns. 1
Chairman’s Letter. 2
Advisors’ Report. 8
Fund Profile. 13
Performance Summary. 15
Financial Statements. 16
About Your Fund’s Expenses. 31
Trustees Approve Advisory Agreements. 33
Glossary. 35

 

Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice.
Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.
See the Glossary for definitions of investment terms used in this report.
About the cover: Our cover photograph shows rigging on the HMSSurprise, a replica of an 18th-century Royal Navy frigate. It was featured in the 2003 movie Master and Commander: The Far Side of the World, which was based on Patrick O’Brian’s sea novels, set amid the Napoleonic Wars. Vanguard was named for another ship of that era, the HMSVanguard, which was the flagship of British Admiral Horatio Nelson at the Battle of the Nile.


 

Your Fund’s Total Returns  
 
 
 
 
Six Months Ended February 28, 2013  
  Total
  Returns
Vanguard International Growth Fund  
Investor Shares 14.14%
Admiral™ Shares 14.24
MSCI All Country World Index ex USA 13.06
International Funds Average 12.51

International Funds Average: Derived from data provided by Lipper Inc.

Admiral Shares carry lower expenses and are available to investors who meet certain account-balance requirements.

Your Fund’s Performance at a Glance        
August 31, 2012, Through February 28, 2013        
      Distributions Per Share
  Starting Ending Income Capital
  Share Price Share Price Dividends Gains
Vanguard International Growth Fund        
Investor Shares $17.69 $19.83 $0.347 $0.000
Admiral Shares 56.31 63.09 1.184 0.000

 

1


 


Chairman’s Letter

Dear Shareholder,

Vanguard International Growth Fund returned about 14% for the six months ended February 28, 2013. The return was a bit higher than that of the fund’s comparative index and the average return of international funds.

The advisors’ stock selections in Europe did particularly well, although this was offset to some extent by underperformance in some Pacific and emerging markets.

Stocks overcame concerns en route to substantial gains
Stocks worldwide advanced strongly over the six months ended February 28, though uncertainty at home and abroad periodically stalked the markets. International equities eclipsed their U.S. counterparts as stocks from developed and emerging markets rallied amid optimism over central bankers’ policy moves.

Despite political and fiscal challenges, international stocks returned about 13%. Rising Japanese stocks helped drive the Pacific region’s robust returns as Japan’s newly elected prime minister, Shinzo Abe, advocated aggressive monetary easing to boost his nation’s economy and preempt deflation.

2


 

European stocks benefited from the European Central Bank’s commitment to preserve the euro, climbing about 13%. Debt-crisis concerns reignited in the period’s final week, though, when Italy’s national elections ended in a political impasse amid voters’ anti-austerity message.

U.S. markets rose nearly 10% as solid corporate earnings and the Federal Reserve’s stimulus program helped boost returns. But the impending enactment of extensive, automatic federal spending cuts (known as the sequester) stoked investors’ anxiety as the six-month period wound down.

Bonds finished flat as yields remained low
The broad U.S. taxable bond market barely squeezed out a gain for the half-year, advancing just 0.15%.

Bond returns were anemic as the yield of the benchmark 10-year U.S. Treasury note climbed during the period; it dropped back a bit in February to finish at about 1.88%, still low by historical standards. (Bond prices and yields move in opposite directions.) Investors, nervous over Italy’s unsettled election results in the period’s final week, were drawn to the perceived safety of Treasury securities.

Market Barometer      
 
      Total Returns
    Periods Ended February 28, 2013
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 9.72% 13.62% 5.21%
Russell 2000 Index (Small-caps) 13.02 14.02 7.35
Russell 3000 Index (Broad U.S. market) 9.97 13.65 5.38
MSCI All Country World Index ex USA (International) 13.06 6.66 -0.87
 
Bonds      
Barclays U.S. Aggregate Bond Index (Broad taxable market) 0.15% 3.12% 5.52%
Barclays Municipal Bond Index (Broad tax-exempt market) 2.01 5.01 6.79
Citigroup Three-Month U.S. Treasury Bill Index 0.05 0.08 0.34
 
CPI      
Consumer Price Index 0.78% 1.98% 1.86%

 

3


 

Although bonds can provide critical diversification benefits to a portfolio, their return prospects look much less promising than they have in recent years. As yields have tumbled, the opportunity for future bond price appreciation has greatly diminished.

Returns on money market funds and savings accounts remained minuscule as the Federal Reserve adhered to its four-year-old policy of keeping short-term interest rates between 0% and 0.25%.

Renewed confidence helped markets to post strong gains
After retreating earlier in 2012, stocks outside the United States regained their footing during the six-month period ended February 28, 2013, as investors felt renewed confidence about the prospects for global growth.

Although there were signs of recession across Europe, the fund experienced its strongest gains there, and the fund’s advisors continued to allocate more of

Expense Ratios      
Your Fund Compared With Its Peer Group      
  Investor Admiral Peer Group
  Shares Shares Average
International Growth Fund 0.49% 0.36% 1.33%

 

The fund expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the fund’s annualized expense ratios were 0.48% for Investor Shares and 0.35% for Admiral Shares. The peer-group expense ratio is derived from data provided by Lipper Inc. and captures information through year-end 2012.

Peer group: International Funds.

4


 

the fund’s assets to the region than the benchmark does. The advisors’ European selections, which made up about 55% of fund assets on average, rose a healthy 18%, outperforming European markets in the benchmark, where they had a weighting of about 45%.

Holdings in the United Kingdom, Switzerland, Germany, and Sweden did particularly well. Standout stocks included ARM Holdings (+60%), the U.K.-based semiconductor maker; French retailers PPR (+45%) and L’Oreal (+22%); and German automakers Porsche (+53%) and Daimler (+21%).

Investment insight
The difference between U.S. and non-U.S. returns is still meaningful
Stocks outside the United States have always performed differently than U.S. stocks.
As the accompanying chart shows, the difference between the two groups has
lessened in recent years, even as each group takes a turn outperforming the other.
 
Despite the closer correlation recently, the returns of non-U.S. stocks remain different
enough to offer a diversification benefit. That’s why we continue to suggest that
investors consider allocating a portion of their stock assets to international markets,
which collectively make up close to 55% of global market capitalization. Our research
indicates that a 20% allocation to non-U.S. stocks may be a reasonable starting point
for investors to consider in their stock portfolios. (For more insight, see our research
paper, Considerations for Investing in Non-U.S. Equities, on vanguard.com/research.)
 
Trailing 12-month return differential between U.S. and non-U.S. stocks

 


Notes: U.S. equities are represented by the MSCI USA Index; international equities are represented by the MSCI World Index ex USA from 1982 through 1987 and the MSCI All Country World Index ex USA thereafter. Data are through December 31, 2012.

Sources: Vanguard, Thomson Reuters Datastream, and MSCI.

5


 

The portfolio’s performance was less distinguished in the Pacific region’s developed markets. The fund’s Japanese stocks rose 6%, lagging the benchmark’s return in Japan of about 15%. The portfolio also missed out on some opportunities in the strongly performing Australian stock market. But a significant boost came from Samsung Electronics (+32%), which helped the fund’s South Korean holdings to outperform.

Emerging-market holdings, which accounted for about 19% of fund assets at the end of the period, were a mixed bag, with disappointments in large markets such as China, where internet heavyweight Baidu (–19%) and medical equipment supplier Shandong Weigao (–15%) weighed on results. Better performance was found in smaller markets such as Brazil, India, and Indonesia.

Holdings in telecommunications, materials, and industrials did well
The fund’s holdings in the telecommunication services, materials, and industrial sectors more than offset subpar selections in information technology. Standouts included Fortescue Metals Group (+32%), the Australian metals and mining firm, which rebounded from concerns over a slowdown in global demand. In industrials, Sweden-based Atlas Copco (+30%) benefited from the announcement of an order from Saudi Arabia’s national utilities operator.

An overweighted position and effective selection in consumer discretionary stocks also helped. A modest underweighting in the top-performing financial sector hurt the fund’s performance compared with that of its index.

Currency prices also affected the fund’s performance during the period. The Japanese yen fell about 17% against the U.S. dollar, reducing returns for U.S. investors, amid rising expectations that Japan’s central bank would ease its monetary policy. In Europe, the British pound fell 4% against the U.S. dollar, crimping returns for U.S. investors, but on the continent the euro had the opposite effect, rising 4% against the dollar.

The fund’s performance is a credit to the portfolio’s advisors, Baillie Gifford Overseas Ltd., Schroder Investment Management North America Inc., and M&G Investment Management Limited. I’d like to congratulate Baillie Gifford for marking its tenth anniversary recently in managing a portion of International Growth’s holdings. The Baillie Gifford team has been led skillfully for the entire decade by James K. Anderson.

For more about the advisors’ strategies and the fund’s positioning during the six months, see the Advisors’ Report that follows this letter.

6


 

Low cost and talent drive successful active management
Investors sometimes ask if it’s a contradiction that Vanguard, a champion of index investing, offers actively managed mutual funds. To understand how active funds fit into our philosophy, consider for a moment why indexing has proved its mettle: It’s a generally low-cost, tax-efficient way to build a diversified portfolio that lets you keep more of your fund’s returns. Because index funds seek to track the overall market or a segment of it, they typically cost much less to run than funds that are actively managed in an effort to outperform the market. And the less you pay for a fund, the more of its returns come back to you.

The same principle—low cost—drives our approach to active funds. The other essential ingredient is talent. Some wonder how we can afford to hire top active managers when we place such importance on keeping investing costs low. The answer lies in five key characteristics of Vanguard’s structure and culture—our mutual ownership, our large scale, performance incentives aligned with investors’ interests, a long-term perspective, and a rigorous oversight process, which I lead. (You can read more about our approach in The Case for Vanguard Active Management: Solving the Low-Cost/Top-Talent Paradox? at vanguard.com/research.)

These enduring advantages don’t guarantee outperformance, of course. Even in those cases where an active stock fund outperforms over long periods, it doesn’t necessarily mean that investors earned more than the index results every year—or even every decade. And investors have no way of knowing beforehand which funds will outperform.

But for those willing to accept the greater risks that come with active investing, we believe Vanguard’s combination of talented advisors and low costs can improve the odds.

As always, thank you for entrusting your assets to Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
March 12, 2013

7


 

Advisors’ Report

For the six months ended February 28, 2013, Vanguard International Growth Fund returned about 14%. Your fund is managed by three independent advisors, a strategy that enhances the fund’s diversification by providing exposure to distinct, yet complementary, investment approaches. It is not uncommon for different advisors to have different views about individual securities or the broader investment environment.

The advisors, the percentage of fund assets each manages, and brief descriptions of their investment strategies are presented in the table below. The advisors have also prepared a discussion of the investment environment that existed during the fiscal half-year and of how the portfolio’s positioning reflects this assessment. These comments were prepared on March 18, 2013.

Vanguard International Growth Fund Investment Advisors
 
  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Baillie Gifford Overseas Ltd. 49 9,335 The advisor seeks stocks that can generate
      above-average growth in earnings and cash flow,
      producing a bottom-up, stock-driven approach to
      country and asset allocation. An in-depth view on each
      company is measured against the consensus view,
      leading to discrepancies and potential opportunities to
      add value.
Schroder Investment 36 6,813 Equity analysts located around the world and an
Management North America Inc.     international team of global sector specialists help to
      identify reasonably priced companies with strong
      growth prospects and a sustainable competitive
      advantage.
M&G Investment Management 12 2,186 The advisor constructs a portfolio using a long-term,
Limited     bottom-up investment approach focusing on identifying
      underappreciated companies—particularly those with
      scarce assets—with the ability to deliver high returns
      and growth potential.
Cash Investments 3 605 These short-term reserves are invested by Vanguard in
      equity index products to simulate investment in stocks.
      Each advisor may also maintain a modest cash
      position.

 

8


 

Baillie Gifford Overseas Ltd.

Portfolio Manager:
James K. Anderson, Head of Global Equities

Over the last six months, our conviction has been reinforced that the world economy will slowly continue to recover from the depredations of the financial crisis. In particular, we believe that although worst-case scenarios may continue to dominate investment discussions, they are far less likely to disrupt the economy. As we look beyond the current business cycle, we believe that powerful long-term forces such as globalization and technological change make it appropriate for us to prioritize growth above stability, and to hunt for the relatively small number of winning companies that can make a real difference to your investment returns.

In our portion of the portfolio, we aim to invest in companies with substantial growth opportunities and the competitive strength to make substantial profits from them. We see several economic and social trends—such as the development of China, the growing reach of the internet, and the increasing global commonality of consumer taste—that should help to drive the growth of our investments. We also believe in the strength of the corporate cultures of many of our holdings and the alignment of their managements with the interests of long-term shareholders.

ARM, the U.K. designer of power-efficient processors increasingly found in many of our mobile devices, was a strong performer over the period. Several of our holdings that cater to the luxury end of the consumer market also did well, with retailers PPR Group (based in France) and Richemont (Switzerland) continuing to grow strongly. Brazilian oil explorer OGX was our most significant detractor after disappointing production news and a management reshuffle.

During the period, our purchases included several European businesses, including German automaker Volkswagen; Elekta, a Swedish radiological equipment manufacturer; and the Spanish discount retailer DIA. We also took new positions in two internet businesses: MercadoLibre is the leading e-commerce platform in South America, similar to eBay, while Schibsted is a Norwegian newspaper business that is increasingly moving into online classified websites. These purchases were funded by the sale of several stocks whose future growth profile no longer meets our aspirations, such as Australian supermarket Woolworths, global brewer SAB Miller, and our longstanding holding of Petrobras, the Brazilian oil company.

We remain optimistic about equity markets and committed to our approach of investing in growth companies for the long run.

9


 

Schroder Investment Management North America Inc.

Portfolio Managers:
Virginie Maisonneuve, CFA, Head of Global and International Equities

Simon Webber, CFA

Global markets rallied during the period amid supportive action from central banks, a general easing of the Eurozone crisis, and an improvement in Chinese economic indicators. Toward the end of 2012, markets suffered from concern about the U.S. “fiscal cliff” deadline, but an agreement in early January provided the trigger for further gains. However, despite the decent equity gains, investors remained cautious given the risks to the global economy. Throughout the six-month period, markets began to reconnect with company fundamentals, and we expect corporate confidence to improve steadily as a result. With strong corporate balance sheets, we expect this confidence to lead to additional investment, and we have increased our exposure to a number of well-managed industrial companies, such as Japan’s SMC, that should benefit from this capital spending.

Turning to portfolio performance, telecoms contributed strongly, with Idea Cellular leading relative returns. The Indian telecom is benefiting from growth in demand for its services, a more benign regulatory environment, reduced competitive pressures, and more favorable pricing conditions. Information technology was also a key contributor. Samsung Electronics (South Korea) continued to outperform because of excellent handset sales as it takes share in the important mid-range category. In the same sector, Infineon Technologies (Germany) performed well as markets started to recognize that the semiconductor cycle has bottomed and thus anticipate an earnings improvement.

Energy was the most significant detractor, principally because of U.K.-based BG Group. BG’s shares fell after the company revised downward its 2013 production numbers because of slower progress in some of its growth projects. The prospect of senior management changes added to the uncertainty. Despite initial market concerns over a further production cut in 2013, the new CEO has been well received, and we are confident that the combination of good growth assets and a strong operational team will deliver industry-leading growth in the years ahead.

Emerging markets were a standout contributor, with outperformance in all sectors. Our financial names in this group—Banorte (Mexico), Kasikornbank (Thailand), and Bank Mandiri (Indonesia)—performed especially well. Performance in the United Kingdom weighed on our results, largely because of BG Group.

With central banks remaining strongly supportive and with increasing confidence that global economic growth is normalizing (driven by the United States and China), cash flows into equities are supporting the markets. Share buybacks and mergers-and-acquisitions activity are also increasing. Potential causes of volatility over the next 12 to 18 months include possible resistance to reform in Europe driven by

10


 

Italy and France; the impact of spending cuts in the United States; unintended consequences of currency volatility, as most developed-world currencies have been weakened versus emerging-market currencies; and the anticipation of normalized global monetary policies. However, a broadly improving global picture supported by slow healing in the developed world, high liquidity, and appealing equity market valuations means any market consolidation would create compelling entry points.

Our portfolio contains a balanced mix of cyclical and defensive growth holdings, anchored by franchises that have demonstrated innovation and consistent growth, such as Swiss pharmaceutical giant Roche, French retailer L’Oreal, and British beverage maker Diageo. We are, as ever, focused on companies with a sustainable competitive advantage, experienced management, and financial strength.

M&G Investment Management Limited

Portfolio Manager
Greg Aldridge

Equity markets appeared to turn a corner during the six-month period, generally rising from the middle of November onward. Policy moves in the Eurozone, the United States, and Japan, as well as continuing positive economic data from China, helped to enliven investors, and a degree of optimism began to overtake

the risk aversion that had dominated much of the first half of 2012. In particular, in January many global stock markets hit multiyear highs, as a last-minute solution to the U.S. fiscal cliff sent markets soaring.

In this atmosphere of improving investor sentiment, we have continued to focus on identifying companies that offer attractive and scarce assets, structural growth drivers, and the potential for sustainably high returns available at attractive valuations.

A number of the portfolio’s holdings delivered strong returns. Our leading contributor was European aerospace giant EADS, which continued to benefit from investor recognition of the quality of its business, a solid order book, and potential for long-term growth. Chinese industrial gas producer Yingde Gases boosted returns amid firm demand for gases in its home market, while Inchcape, a U.K.-listed automobile distributor, was bolstered by increasing demand for luxury vehicles, particularly in emerging markets.

Wincor Nixdorf, a German banking and retail IT provider, profited from healthy sentiment in the banking sector, aided by improved sales figures and a positive outlook going into next year as banks consider replacing their aging ATM networks. Techtronic Industries, a Hong Kong-listed power tool manufacturer, also performed well, benefiting from recognition of the quality of its products and increasing market share, particularly in the United States.

11


 

On the downside, Brazilian oil company Petrobras was the largest drag on our results as controls on fuel prices in Brazil and unexpected cost increases contributed to its underperformance. Dutch firm TNT Express also disappointed. An anticipated takeover of the express delivery company by U.S. logistics firm United Parcel Service fell through after the deal encountered unexpectedly stiff objections from the European Commission’s antitrust regulator, and TNT Express’s share price declined sharply as a result. Other detractors included Compal Electronics, a Taiwan-based contract laptop maker, which struggled with uncertainty over demand for notebook computers as tablets and smartphones increased in popularity, and Statoil, a Norwegian oil and gas producer that lagged in a generally lackluster energy sector.

As active stock pickers, we continue to find compelling investment opportunities at attractive valuations. For example, we purchased Swedish bank Svenska Handelsbanken, which we see as a very traditional business with a culture of managing risk by empowering its local branches, where in-depth knowledge of customers means loans are much more likely to be repaid. The bank has been expanding throughout Scandinavia and, more recently, into the United Kingdom

and the Netherlands, and continues to reinvest and grow profitably. We also established a position in Chinese property developer Hang Lung Properties, which we feel is a great long-term value creator in retail development and management in Hong Kong and mainland China.

We sold other holdings because we believed there were more attractively valued companies with better growth prospects available. These sales included Wienerberger, an Austrian brick and tile manufacturer, and Brazilian pulp producer Fibria Celulose. In addition, we dropped CFAO, a French firm that distributes cars and pharmaceuticals throughout Africa, from the portfolio after the Japanese conglomerate TTC bid to take over the company. CFAO had been a long-term holding in the fund, with solid market positions that are very difficult to replicate, high return on capital, and good growth drivers in the nascent African market.

12


 

International Growth Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Investor Admiral
  Shares Shares
Ticker Symbol VWIGX VWILX
Expense Ratio1 0.49% 0.36%

 

Portfolio Characteristics    
    MSCI AC
    World
    Index
  Fund ex USA
Number of Stocks 183 1,819
Median Market Cap $30.6B $30.5B
Price/Earnings Ratio 15.6x 15.9x
Price/Book Ratio 2.0x 1.6x
Return on Equity 18.7% 15.8%
Earnings Growth Rate 13.1% 4.8%
Dividend Yield 2.0% 3.1%
Turnover Rate    
(Annualized) 35%
Short-Term Reserves 1.2%

 

Sector Diversification (% of equity exposure)
    MSCI AC
    World Index
  Fund ex USA
Consumer Discretionary 16.1% 9.7%
Consumer Staples 8.3 10.6
Energy 5.1 9.8
Financials 22.2 26.4
Health Care 7.6 7.4
Industrials 15.1 10.7
Information Technology 13.1 6.3
Materials 9.9 10.4
Telecommunication Services 2.1 5.3
Utilities 0.5 3.4

 

Volatility Measures    
    MSCI AC
  Spliced World
  International Index
  Index ex USA
R-Squared 0.97 0.98
Beta 1.06 1.07

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Ten Largest Holdings (% of total net assets)
Tencent Holdings Ltd. Internet Software &  
  Services 2.5%
AIA Group Ltd. Life & Health  
  Insurance 2.3
L'Oreal SA Personal Products 2.3
Atlas Copco AB Class A Industrial Machinery 2.0
Baidu Inc. ADR Internet Software &  
  Services 2.0
Inditex SA Apparel Retail 1.9
BHP Billiton Ltd. Diversified Metals &  
  Mining 1.9
PPR Department Stores 1.7
Syngenta AG Fertilizers &  
  Agricultural  
  Chemicals 1.7
Samsung Electronics Co.    
Ltd. Semiconductors 1.6
Top Ten   19.9%

The holdings listed exclude any temporary cash investments and equity index products.

Allocation by Region (% of equity exposure)


1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.48% for Investor Shares and 0.35% for Admiral Shares.

13


 

International Growth Fund

Market Diversification (% of equity exposure)
    MSCI AC
    World
    Index
  Fund ex USA
Europe    
United Kingdom 17.3% 15.1%
France 9.4 6.5
Switzerland 7.3 6.3
Germany 6.4 5.9
Sweden 5.8 2.3
Spain 3.4 2.0
Italy 1.9 1.4
Norway 1.8 0.6
Denmark 1.6 0.8
Other 1.5 3.5
Subtotal 56.4% 44.4%
Pacific    
Japan 8.1% 14.1%
Hong Kong 4.6 2.2
South Korea 3.7 3.6
Australia 3.8 6.4
Other 0.4 1.4
Subtotal 20.6% 27.7%
Emerging Markets    
China 7.5% 4.3%
Brazil 3.7 3.0
India 1.5 1.5
Turkey 1.3 0.5
Other 4.7 10.6
Subtotal 18.7% 19.9%
North America    
Canada 1.7% 7.6%
United States 1.4 0.0
Subtotal 3.1% 7.6%
Middle East    
Israel 1.2% 0.4%

 

14


 

International Growth Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): August 31, 2002, Through February 28, 2013


International Growth Fund Investor Shares
Spliced International Index

For a benchmark description, see the Glossary.
Note: For 2013, performance data reflect the six months ended February 28, 2013.

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Ten
  Date Year Years Years
Investor Shares 9/30/1981 20.01% -1.35% 9.64%
Admiral Shares 8/13/2001 20.18 -1.20 9.83

 

See Financial Highlights for dividend and capital gains information.

15


 

International Growth Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

    Market
    Value
  Shares ($000)
Common Stocks (95.8%)1    
Argentina (0.3%)    
MercadoLibre Inc. 650,100 55,655
 
Australia (3.3%)    
Fortescue Metals    
Group Ltd. 32,107,535 153,399
Brambles Ltd. 14,934,900 133,258
Woodside Petroleum Ltd. 2,532,175 96,615
Newcrest Mining Ltd. 3,675,320 84,257
James Hardie    
Industries plc 6,196,069 61,881
Cochlear Ltd. 743,560 53,777
Atlas Iron Ltd. 22,897,352 33,957
Sims Metal    
Management Ltd. 1,026,080 11,373
    628,517
Brazil (3.6%)    
BM&FBovespa SA 20,386,500 138,114
Vale SA Class B ADR 6,764,400 124,262
Itau Unibanco    
Holding SA ADR 6,596,075 116,487
Cia Brasileira de    
Distribuicao Grupo    
Pao de Acucar ADR 1,752,950 88,840
Raia Drogasil SA 5,844,900 67,384
Petroleo Brasileiro SA    
Prior Pfd. 4,870,000 40,866
Vale SA Prior Pfd. 1,990,000 36,746
Itau Unibanco Holding SA    
Prior Pfd. 1,928,164 34,162
Banco do Brasil SA 2,179,767 29,006
* OGX Petroleo e Gas    
Participacoes SA 4,880,400 7,767
BRF - Brasil Foods SA 204,451 4,436
    688,070

 

      Market
      Value
    Shares ($000)
Canada (1.7%)    
  Suncor Energy Inc. 3,904,767 118,326
  Toronto-Dominion Bank 1,240,374 102,056
  First Quantum    
  Minerals Ltd. 2,117,676 39,448
  Canadian Pacific    
  Railway Ltd. 264,598 32,188
  Sherritt International Corp. 2,615,219 13,466
* Harry Winston    
  Diamond Corp. 732,000 11,464
      316,948
Chile (0.3%)    
  Sociedad Quimica y    
  Minera de Chile    
  SA ADR 1,132,400 62,758
 
China (7.4%)    
  Tencent Holdings Ltd. 13,702,000 471,817
* Baidu Inc. ADR 4,081,700 370,455
  CNOOC Ltd. 45,461,000 88,850
  Beijing Enterprises    
  Holdings Ltd. 9,811,500 75,057
  Industrial & Commercial    
  Bank of China Ltd. 80,590,000 57,776
  China Resources    
  Enterprise Ltd. 17,714,000 57,496
  China Overseas Land    
  & Investment Ltd. 15,424,000 46,739
  Belle International    
  Holdings Ltd. 23,826,000 43,704
* Youku Tudou Inc. ADR 2,077,149 42,353
  Shandong Weigao    
  Group Medical    
  Polymer Co. Ltd. 44,588,000 41,480
  Yingde Gases 31,000,000 36,330
  Mindray Medical    
  International Ltd. ADR 889,174 33,442
* New Oriental Education    
  & Technology Group    
  Inc. ADR 2,099,500 31,912

 

16


 

International Growth Fund    
 
 
 
      Market
      Value
    Shares ($000)
*,^ Chaoda Modern    
  Agriculture Holdings    
  Ltd. 17,258,719 1,113
      1,398,524
Denmark (1.6%)    
  Novo Nordisk A/S Class B 902,128 157,723
^ Novozymes A/S 3,172,000 110,635
  AP Moeller - Maersk A/S    
  Class B 3,750 29,935
      298,293
France (8.9%)    
  L’Oreal SA 2,863,660 427,196
  PPR 1,429,120 319,483
  Sanofi 2,071,502 195,629
  Cie Generale d’Optique    
  Essilor International SA 1,347,722 138,734
  Schneider Electric SA 1,435,325 109,936
  Safran SA 2,034,318 92,969
  BNP Paribas SA 1,405,562 78,619
  LVMH Moet Hennessy    
  Louis Vuitton SA 406,540 69,763
  European Aeronautic    
  Defence and Space    
  Co. NV 1,190,000 60,661
  Publicis Groupe SA 795,027 52,424
  Total SA 836,870 41,781
  Vallourec SA 770,000 40,917
  Arkema SA 385,772 39,111
* Societe Generale SA 723,498 27,579
      1,694,802
Germany (6.0%)    
  GEA Group AG 3,844,887 136,530
  Daimler AG 2,264,491 134,513
  Porsche Automobil    
  Holding SE Prior Pfd. 1,518,515 119,939
  Infineon    
  Technologies AG 12,949,152 110,480
  Volkswagen AG 483,893 99,408
  Adidas AG 1,049,656 95,405
  HeidelbergCement AG 1,359,659 93,431
  MTU Aero Engines    
  Holding AG 570,000 52,860
  SAP AG 650,000 50,759
  BASF SE 535,817 50,322
  Symrise AG 1,260,000 47,709
^ Aixtron SE NA 3,130,112 41,403
  Software AG 1,050,000 41,318
  Wincor Nixdorf AG 779,335 39,409
^ SMA Solar    
  Technology AG 719,595 20,776
      1,134,262
Hong Kong (4.6%)    
  AIA Group Ltd. 102,596,200 443,684
  Jardine Matheson    
  Holdings Ltd. 3,035,947 192,225

 

      Market
      Value
    Shares ($000)
  Hong Kong Exchanges    
  and Clearing Ltd. 4,514,200 81,053
  Swire Pacific Ltd.    
  Class A 5,499,000 70,935
  Techtronic Industries Co. 17,003,782 33,824
  Hang Lung    
  Properties Ltd. 8,300,000 32,171
^ Esprit Holdings Ltd. 6,934,939 9,021
      862,913
India (1.5%)    
  Housing Development    
  Finance Corp. 7,692,900 107,038
* Idea Cellular Ltd. 40,822,574 88,258
  Tata Motors Ltd. 8,967,223 48,111
  HDFC Bank Ltd. 3,724,019 42,898
      286,305
Indonesia (0.6%)    
  Bank Mandiri Persero    
  Tbk PT 77,192,500 80,160
  Bank Rakyat Indonesia    
  Persero Tbk PT 28,896,500 28,204
      108,364
Ireland (0.2%)    
  Kerry Group plc Class A 810,000 45,429
 
Israel (1.2%)    
* Check Point Software    
  Technologies Ltd. 4,334,249 227,591
 
Italy (1.8%)    
* UniCredit SPA 36,182,044 182,503
*,^ Fiat SPA 28,230,717 150,672
      333,175
Japan (7.3%)    
  SMC Corp. 1,263,000 218,926
  Rakuten Inc. 19,991,600 172,804
  Astellas Pharma Inc. 2,794,088 150,930
  Sumitomo Mitsui    
  Financial Group Inc. 3,397,300 135,583
  FANUC Corp. 666,200 102,727
  Softbank Corp. 2,673,500 99,023
^ Seven &    
  I Holdings Co. Ltd. 3,061,900 89,371
  Suzuki Motor Corp. 2,640,300 63,125
  Nippon Telegraph &    
  Telephone Corp. 1,217,900 55,649
  Toyota Motor Corp. 1,080,083 55,472
  Sekisui Chemical Co. Ltd. 4,917,000 47,688
  Sysmex Corp. 829,996 43,490
  Kyocera Corp. 455,100 39,589
  Canon Inc. 1,079,922 39,082
  MISUMI Group Inc. 1,307,610 33,358
^ Gree Inc. 2,710,000 32,950
      1,379,767

 

17


 

International Growth Fund    
 
 
 
    Market
    Value
  Shares ($000)
Luxembourg (0.1%)    
* Reinet Investments SCA 542,339 9,793
 
Mexico (0.7%)    
Grupo Financiero    
Banorte SAB de CV 12,596,736 93,593
* Grupo Financiero    
Santander Mexico SAB    
de CV ADR 2,413,654 36,012
    129,605
Netherlands (0.6%)    
* ING Groep NV 9,595,834 76,823
Heineken NV 394,976 29,433
TNT Express NV 1,479,130 11,183
    117,439
Norway (1.7%)    
Statoil ASA 6,778,696 168,279
DNB ASA 7,510,438 111,625
Schibsted ASA 1,235,956 52,302
    332,206
Peru (0.8%)    
Credicorp Ltd.    
(New York Shares) 956,122 143,399
 
Portugal (0.4%)    
Jerónimo Martins    
SGPS SA 3,627,182 72,295
 
Russia (0.6%)    
Sberbank of Russia ADR 5,395,919 74,147
Mail.ru Group Ltd. GDR 1,266,000 42,538
    116,685
Singapore (0.4%)    
Singapore Exchange Ltd. 6,541,000 40,020
DBS Group Holdings Ltd. 2,754,339 33,495
    73,515
South Africa (0.4%)    
MTN Group Ltd. 1,540,000 29,951
Impala Platinum    
Holdings Ltd. 1,778,600 27,352
Sasol Ltd. 549,196 23,359
    80,662
South Korea (3.7%)    
Samsung    
Electronics Co. Ltd. 213,575 302,503
Shinhan Financial    
Group Co. Ltd. 2,441,226 96,041
NHN Corp. 312,858 75,756
Hyundai Mobis 247,479 71,225
^ Celltrion Inc. 2,358,314 58,214
Hyundai Motor Co. 284,257 56,871
Hankook Tire Co. Ltd. 805,001 36,472
    697,082

 

    Market
    Value
  Shares ($000)
Spain (3.3%)    
Inditex SA 2,683,385 358,727
* Banco Santander SA 26,786,012 202,820
Distribuidora Internacional    
de Alimentacion SA 7,176,919 55,996
    617,543
Sweden (5.7%)    
Atlas Copco AB Class A 13,275,645 384,803
Svenska Handelsbanken    
AB Class A 5,656,352 245,178
Sandvik AB 12,672,533 205,121
Alfa Laval AB 5,199,985 120,619
Elekta AB Class B 4,093,089 61,299
Telefonaktiebolaget LM    
Ericsson Class B 4,500,000 54,705
^ Oriflame Cosmetics SA 406,544 14,036
    1,085,761
Switzerland (7.2%)    
Syngenta AG 751,696 319,009
Roche Holding AG 1,085,066 248,272
Nestle SA 2,098,835 146,521
Cie Financiere    
Richemont SA 1,718,964 137,876
Geberit AG 494,180 119,261
Credit Suisse Group AG 3,523,557 93,930
ABB Ltd. 3,984,182 90,643
Novartis AG 889,174 60,213
Swatch Group AG (Bearer) 96,145 54,603
Zurich Insurance Group AG 197,711 53,980
Holcim Ltd. 585,809 47,163
    1,371,471
Taiwan (0.5%)    
Taiwan Semiconductor    
Manufacturing Co. Ltd. 22,370,508 79,086
Compal Electronics Inc. 22,757,304 16,133
    95,219
Thailand (0.5%)    
Kasikornbank PCL    
(Foreign) 12,705,056 93,039
 
Turkey (1.2%)    
Turkiye Garanti    
Bankasi AS 37,457,981 179,143
BIM Birlesik    
Magazalar AS 1,198,546 56,778
    235,921
United Kingdom (16.3%)    
BHP Billiton plc 11,327,990 357,467
Prudential plc 19,166,431 284,484
Standard Chartered plc 9,882,732 268,265
ARM Holdings plc 18,243,000 264,114
BG Group plc 13,856,253 244,336

 

18


 

International Growth Fund    
 
 
 
    Market
    Value
  Shares ($000)
Rolls-Royce Holdings plc 14,445,916 224,725
WPP plc 13,484,285 214,859
Diageo plc 6,477,457 194,235
Meggitt plc 16,360,413 112,445
Shire plc 2,991,760 93,607
Vodafone Group plc 32,972,082 82,701
British American    
Tobacco plc 1,530,803 79,638
Centrica plc 12,286,837 65,528
AMEC plc 4,114,492 64,974
Capita plc 5,095,552 63,526
Inchcape plc 8,080,212 61,744
Burberry Group plc 2,741,016 57,077
HSBC Holdings plc 5,141,835 56,950
Unilever plc 1,430,000 56,948
Carnival plc 1,200,000 45,015
GlaxoSmithKline plc 2,018,949 44,491
G4S plc 10,000,000 43,969
Aggreko plc 1,614,241 41,380
Ultra Electronics    
Holdings plc 1,500,000 38,430
AZ Electronic    
Materials SA 4,888,251 28,596
    3,089,504
United States (1.4%)    
* Amazon.com Inc. 1,000,200 264,323
Total Common Stocks    
(Cost $14,821,036)   18,146,835

 

      Market
      Value
    Shares ($000)
Temporary Cash Investments (5.9%)1  
Money Market Fund (5.6%)  
2,3 Vanguard Market    
  Liquidity Fund,    
  0.143% 1,058,840,596 1,058,841
 
    Face  
    Amount  
    ($000)  
U.S. Government and Agency Obligations (0.3%)
4,5,6 Fannie Mae    
  Discount Notes,    
  0.110%, 3/13/13 15,000 14,999
4,5,6 Fannie Mae    
  Discount Notes,    
  0.097%, 3/27/13 11,500 11,499
4,5 Fannie Mae    
  Discount Notes,    
  0.100%, 4/3/13 5,000 4,999
4,6 Fannie Mae    
  Discount Notes,    
  0.100%, 5/8/13 5,000 4,999
4,5,6 Fannie Mae    
  Discount Notes,    
  0.140%, 5/22/13 10,300 10,296
5,7 Federal Home Loan    
  Bank Discount Notes,  
  0.110%, 5/15/13 2,500 2,499
4,5 Freddie Mac    
  Discount Notes,    
  0.118%, 3/11/13 10,000 10,000
      59,291
Total Temporary Cash Investments  
(Cost $1,118,134)   1,118,132
 
 
Total Investments (101.7%)  
(Cost $15,939,170)   19,264,967
Other Assets and Liabilities (-1.7%)  
Other Assets   157,018
Liabilities3   (482,652)
      (325,634)
Net Assets (100%)   18,939,333

 

19


 

International Growth Fund

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 17,656,805
Overdistributed Net Investment Income (29,750)
Accumulated Net Realized Losses (2,023,864)
Unrealized Appreciation (Depreciation)  
Investment Securities 3,325,797
Futures Contracts 33,615
Forward Currency Contracts (22,813)
Foreign Currencies (457)
Net Assets 18,939,333
 
 
Investor Shares—Net Assets  
Applicable to 486,248,686 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 9,644,683
Net Asset Value Per Share—  
Investor Shares $19.83
 
 
Admiral Shares—Net Assets  
Applicable to 147,323,424 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 9,294,650
Net Asset Value Per Share—  
Admiral Shares $63.09

 

 See Note A to Financial Statements.
* Non-income-producing security.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $295,848,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund's effective common stock and temporary cash    investment positions respresent 98.8% and 2.9%, respectively, of net assets.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Includes $311,447,000 of collateral received for securities on loan.
4 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal Housing Finance Agency and it receives capital from the U.S. Treasury, as needed to maintain a positive net worth, in exchange for senior preferred stock.
5 Securities with a value of $30,464,000 have been segregated as initial margin for open futures contracts.
6 Securities with a value of $22,682,000 have been segregated as collateral for open forward currency contracts.
7 The issuer operates under a congressional charter; its securities are generally neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government.
   ADR -- American Depositary Receipt.
   GDR -- Global Depositary Receipt.
 
 
   See accompanying Notes, which are an integral part of the Financial Statements.



20


 

International Growth Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  February 28, 2013
  ($000)
Investment Income  
Income  
Dividends1 93,869
Interest2 474
Security Lending 3,774
Total Income 98,117
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 13,191
Performance Adjustment 2,669
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 12,133
Management and Administrative—Admiral Shares 5,625
Marketing and Distribution—Investor Shares 937
Marketing and Distribution—Admiral Shares 762
Custodian Fees 1,537
Shareholders’ Reports—Investor Shares 58
Shareholders’ Reports—Admiral Shares 27
Trustees’ Fees and Expenses 31
Total Expenses 36,970
Net Investment Income 61,147
Realized Net Gain (Loss)  
Investment Securities Sold 257,630
Futures Contracts 39,802
Foreign Currencies and Forward Currency Contracts 7,466
Realized Net Gain (Loss) 304,898
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 1,986,112
Futures Contracts 19,482
Foreign Currencies and Forward Currency Contracts (28,618)
Change in Unrealized Appreciation (Depreciation) 1,976,976
Net Increase (Decrease) in Net Assets Resulting from Operations 2,343,021

1 Dividents are net of foreign withholding taxes of $5,418,000.

2 Interest income from an affiliated company of the fund was $425,000.

 

 

See accompanying Notes, which are an integral part of the Financial Statements.

 

21


 

International Growth Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 61,147 345,092
Realized Net Gain (Loss) 304,898 (191,051)
Change in Unrealized Appreciation (Depreciation) 1,976,976 (373,751)
Net Increase (Decrease) in Net Assets Resulting from Operations 2,343,021 (219,710)
Distributions    
Net Investment Income    
Investor Shares (167,941) (192,236)
Admiral Shares (166,372) (128,519)
Realized Capital Gain    
Investor Shares
Admiral Shares
Total Distributions (334,313) (320,755)
Capital Share Transactions    
Investor Shares (540,853) (1,408,477)
Admiral Shares 833,578 1,222,056
Net Increase (Decrease) from Capital Share Transactions 292,725 (186,421)
Total Increase (Decrease) 2,301,433 (726,886)
Net Assets    
Beginning of Period 16,637,900 17,364,786
End of Period1 18,939,333 16,637,900

1 Net Assets -- End of Period includes undistributed (overdistributed) net investment income of ($29,750,000) and $242,630,000.

 

See accompanying Notes, which are an integral part of the Financial Statements.  

22


 

International Growth Fund            
 
 
Financial Highlights            
 
 
Investor Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $17.69 $18.27 $16.27 $15.73 $20.43 $26.13
Investment Operations            
Net Investment Income .063 .361 .351 .291 .3981 .473
Net Realized and Unrealized Gain (Loss)            
on Investments 2.424 (.607) 1.954 .535 (3.633) (3.431)
Total from Investment Operations 2.487 (.246) 2.305 .826 (3.235) (2.958)
Distributions            
Dividends from Net Investment Income (.347) (.334) (.305) (.286) (.562) (.528)
Distributions from Realized Capital Gains (.903) (2.214)
Total Distributions (.347) (.334) (.305) (.286) (1.465) (2.742)
Net Asset Value, End of Period $19.83 $17.69 $18.27 $16.27 $15.73 $20.43
 
Total Return2 14.14% -1.14% 14.10% 5.19% -13.75% -12.83%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $9,645 $9,115 $10,878 $10,493 $10,226 $11,969
Ratio of Total Expenses to            
Average Net Assets3 0.48% 0.49% 0.47% 0.49% 0.53% 0.47%
Ratio of Net Investment Income to            
Average Net Assets 0.62% 2.04% 1.85% 1.74% 2.84%1 2.07%
Portfolio Turnover Rate 35% 30% 43% 44% 51% 55%

The expense ratio, net income ratio, and turnover rate for the current eriod have been annualized.

1 Net investment income per share and the ratio of net investment income to average net assets include $.061 and 0.48%, respectively, resulting from income accrued in connection with a spinoff in October 2008 by Reinet Investments SA of British American Tobacco plc.

2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.

3 Includes performance-based investment advisory fee increases (decreases) of 0.03%, 0.04%, 0.03%, 0.03%, 0.03%, and 0.02%.

 

 

See accompanying Notes, which are an integral part of the Financial Statements.  

23


 

International Growth Fund            
 
 
Financial Highlights            
 
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $56.31 $58.17 $51.81 $50.08 $65.09 $83.26
Investment Operations            
Net Investment Income .238 1.229 1.192 1.009 1.3401 1.649
Net Realized and Unrealized Gain (Loss)            
on Investments 7.726 (1.945) 6.209 1.708 (11.571) (10.929)
Total from Investment Operations 7.964 (.716) 7.401 2.717 (10.231) (9.280)
Distributions            
Dividends from Net Investment Income (1.184) (1.144) (1.041) (.987) (1.909) (1.845)
Distributions from Realized Capital Gains (2.870) (7.045)
Total Distributions (1.184) (1.144) (1.041) (.987) (4.779) (8.890)
Net Asset Value, End of Period $63.09 $56.31 $58.17 $51.81 $50.08 $65.09
 
Total Return2 14.24% -1.01% 14.21% 5.36% -13.57% -12.67%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $9,295 $7,523 $6,487 $4,353 $3,934 $4,845
Ratio of Total Expenses to            
Average Net Assets3 0.35% 0.36% 0.34% 0.33% 0.34% 0.28%
Ratio of Net Investment Income to            
Average Net Assets 0.75% 2.17% 1.98% 1.90% 3.03%1 2.26%
Portfolio Turnover Rate 35% 30% 43% 44% 51% 55%

 

The expense ratio, net income ratio, and turnover rate for the current eriod have been annualized.

1 Net investment income per share and the ratio of net investment income to average net assets include $.194 and 0.48%, respectively, resulting from income accrued in connection with a spinoff in October 2008 by Reinet Investments SA of British American Tobacco plc.

2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.

3 Includes performance-based investment advisory fee increases (decreases) of 0.03%, 0.04%, 0.03%, 0.03%, 0.03%, and 0.02%.

 

 

See accompanying Notes, which are an integral part of the Financial Statements.  

24


 

International Growth Fund

Notes to Financial Statements

Vanguard International Growth Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund invests in securities of foreign issuers, which may subject it to investment risks not normally associated with investing in securities of U.S. corporations. The fund offers two classes of shares: Investor Shares and Admiral Shares. Investor Shares are available to any investor who meets the fund’s minimum purchase requirements. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).

3. Futures and Forward Currency Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.

The fund also enters into forward currency contracts to provide the appropriate currency exposure related to any open futures contracts or to protect the value of securities and related receivables and

25


 

International Growth Fund

payables against changes in foreign exchange rates. The primary risk associated with the fund’s use of these contracts is that a counterparty will fail to fulfill its obligation to pay gains due to the fund under the contracts. The fund attempts to mitigate this risk by, among other things, performing a credit analysis of counterparties, monitoring exposure to counterparties, and requiring counterparties to post collateral to secure such exposure. The forward currency contracts contain provisions whereby a counterparty may terminate open contracts if the fund’s net assets decline below a certain level, triggering a payment by the fund if the fund is in a net liability position at the time of the termination. The payment amount would be reduced by any collateral the fund has posted. Any assets posted as collateral for open contracts are noted in the Statement of Net Assets.

Futures contracts are valued at their quoted daily settlement prices. Forward currency contracts are valued at their quoted daily prices obtained from an independent third party, adjusted for currency risk based on the expiration date of each contract. The aggregate principal amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of Net Assets as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures or forward currency contracts.

During the six months ended February 28, 2013, the fund’s average investment in futures contracts represented 2% of net assets, based on quarterly average aggregate settlement values. The fund’s average investment in forward currency contracts represented 2% of net assets, based on quarterly average notional amounts.

4. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

5. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

6. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

7. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

26


 

International Growth Fund

B. Baillie Gifford Overseas Ltd., Schroder Investment Management North America Inc., and M&G Investment Management Limited each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fees of Baillie Gifford Overseas Ltd. and Schroder Investment Management North America Inc. are subject to quarterly adjustments based on performance for the preceding three years relative to the Morgan Stanley Capital International Europe, Australasia, Far East Index for periods prior to December 1, 2010, and the MSCI All Country World Index ex USA beginning December 1, 2010. The benchmark change will be fully phased in by December 2013. The basic fee of M&G Investment Management Limited is subject to quarterly adjustments based on performance for the preceding three years relative to the MSCI All Country World Index ex USA.

The Vanguard Group manages the cash reserves of the fund on an at-cost basis.

For the six months ended February 28, 2013, the aggregate investment advisory fee represented an effective annual basic rate of 0.15% of the fund’s average net assets, before an increase of $2,669,000 (0.03%) based on performance.

C. The Vanguard Group furnishes at cost corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $2,486,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.99% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

D. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The following table summarizes the market value of the fund’s investments as of February 28, 2013, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks—North and South America 1,660,758
Common Stocks—Other 705,754 15,780,323
Temporary Cash Investments 1,058,841 59,291
Futures Contracts—Assets1 6,176
Forward Currency Contracts—Assets 140
Forward Currency Contracts—Liabilities (22,953)
Total 3,431,529 15,816,801

1 Represents variation margin on the last day of the reporting period.

27


 

International Growth Fund

E. At February 28, 2013, the fair values of derivatives were reflected in the Statement of Net Assets as follows:

    Foreign  
  Equity Exchange  
  Contracts Contracts Total
Statement of Net Assets Caption ($000) ($000) ($000)
Other Assets 6,176 140 6,316
Liabilities (22,953) (22,953)

 

Realized net gain (loss) and the change in unrealized appreciation (depreciation) on derivatives for the six months ended February 28, 2013, were:

    Foreign  
  Equity Exchange  
  Contracts Contracts Total
Realized Net Gain (Loss) on Derivatives ($000) ($000) ($000)
Futures Contracts 39,802 39,802
Forward Currency Contracts 6,680 6,680
Realized Net Gain (Loss) on Derivatives 39,802 6,680 46,482
 
Change in Unrealized Appreciation (Depreciation) on Derivatives      
Futures Contracts 19,482 19,482
Forward Currency Contracts (27,496) (27,496)
Change in Unrealized Appreciation (Depreciation) on Derivatives 19,482 (27,496) (8,014)

 

At February 28, 2013, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
FTSE 100 Index March 2013 1,866 180,105 9,386
Dow Jones EURO STOXX 50 Index March 2013 5,110 176,034 (960)
Topix Index March 2013 1,355 142,609 19,182
S&P ASX 200 Index March 2013 589 76,655 6,007

 

Unrealized appreciation (depreciation) on open FTSE 100 Index futures contracts is required to be treated as realized gain (loss) for tax purposes.

28


 

International Growth Fund

At February 28, 2013, the fund had open forward currency contracts to receive and deliver currencies as follows. Unrealized appreciation (depreciation) on open forward currency contracts is treated as realized gain (loss) for tax purposes.

            Unrealized
  Contract         Appreciation
  Settlement     Contract Amount (000) (Depreciation)
Counterparty Date   Receive   Deliver ($000)
Brown Brothers Harriman & Co. 3/20/13 GBP 112,226 USD 179,438 (9,136)
Brown Brothers Harriman & Co. 3/20/13 EUR 134,858 USD 178,920 (2,668)
Brown Brothers Harriman & Co. 3/12/13 JPY 9,901,283 USD 116,762 (9,733)
Brown Brothers Harriman & Co. 3/26/13 AUD 69,142 USD 72,034 (1,416)
Brown Brothers Harriman & Co. 3/12/13 JPY 2,007,988 USD 21,566 140

AUD -- Australian dollar.

EUR -- Euro.

GBP -- British pound.

JPY -- Japanese yen.

USD -- U.S. dollar

 

F. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized net foreign currency gains of $786,000, which increased distributable net income for tax purposes; accordingly, such gains have been reclassified from accumulated net realized losses to overdistributed net investment income. Certain of the fund’s investments are in securities considered to be “passive foreign investment companies,” for which any unrealized appreciation and/or realized gains are required to be included in distributable net income for tax purposes. Passive foreign investment companies held at February 28, 2013, had unrealized appreciation of $829,000, as of October 31, 2012, the most recent mark-to-market date for tax purposes. This amount has been distributed and is reflected in the balance of overdistributed net investment income.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year.

For tax purposes, at August 31, 2012, the fund had available capital losses totaling $2,320,887,000 to offset future net capital gains. Of this amount, $2,143,263,000 is subject to expiration dates; $267,649,000 may be used to offset future net capital gains through August 31, 2017, and $1,875,614,000 through August 31, 2018. Capital losses of $177,624,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

29


 

International Growth Fund

At February 28, 2013, the cost of investment securities for tax purposes was $15,939,999,000.

Net unrealized appreciation of investment securities for tax purposes was $3,324,968,000, consisting of unrealized gains of $4,165,842,000 on securities that had risen in value since their purchase and $840,874,000 in unrealized losses on securities that had fallen in value since their purchase.

G. During the six months ended February 28, 2013, the fund purchased $3,016,697,000 of investment securities and sold $3,256,654,000 of investment securities, other than temporary cash investments.

H. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Investor Shares        
Issued 397,259 20,627 1,493,068 86,871
Issued in Lieu of Cash Distributions 164,255 8,645 188,225 11,845
Redeemed1 (1,102,367) (58,292) (3,089,770) (178,841)
Net Increase (Decrease) —Investor Shares (540,853) (29,020) (1,408,477) (80,125)
Admiral Shares        
Issued 1,192,920 19,670 2,150,931 38,890
Issued in Lieu of Cash Distributions 155,792 2,578 119,571 2,366
Redeemed1 (515,134) (8,530) (1,048,446) (19,175)
Net Increase (Decrease) —Admiral Shares 833,578 13,718 1,222,056 22,081

1 Net of redemption fees for fiscal 2012 of $690,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

I. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

30


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.

31


 

Six Months Ended February 28, 2013      
  Beginning Ending Expenses
  Account Value Account Value Paid During
International Growth Fund 8/31/2012 2/28/2013 Period
Based on Actual Fund Return      
Investor Shares $1,000.00 $1,141.44 $2.55
Admiral Shares 1,000.00 1,142.36 1.86
Based on Hypothetical 5% Yearly Return      
Investor Shares $1,000.00 $1,022.41 $2.41
Admiral Shares 1,000.00 1,023.06 1.76

 

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.48% for Investor Shares and 0.35% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period.

32


 

Trustees Approve Advisory Agreements

The board of trustees of Vanguard International Growth Fund has renewed the fund’s investment advisory agreements with Schroder Investment Management North America Inc. (Schroder Inc.), Baillie Gifford Overseas Ltd. (Baillie Gifford), and M&G Investment Management Limited (M&G), as well as the sub-advisory agreement with Schroder Investment Management North America Ltd. (Schroder Ltd.). The board determined that the retention of the fund’s advisors was in the best interests of the fund and its shareholders.

The board based its decision upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. The trustees considered the factors discussed below, among others. However, no single factor determined whether the board approved the agreements. Rather, it was the totality of the circumstances that drove the board’s decision.

Nature, extent, and quality of services
The board considered the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of each advisor. The board noted the following: Schroder. Schroders plc., the parent company of Schroder Inc. and Schroder Ltd. (collectively, Schroder), founded in 1804, specializes in global equity and fixed income management. Schroder employs a sound process, selecting attractive growth stocks from developed and emerging markets outside the United States. Stocks are selected using a bottom-up approach, supported by Schroder’s worldwide network of analysts, economists, and strategists. Schroder has advised the fund since its inception in 1981.

Baillie Gifford. Baillie Gifford, a unit of Baillie Gifford & Co., founded in 1908, is among the largest independently owned investment management firms in the United Kingdom. Baillie Gifford uses fundamental research to make long-term investments in high-quality growth companies with a sustainable competitive advantage. Baillie Gifford considers sustainable earnings and free cash flow growth to be the most important determinants of a company’s prospects. The firm takes a bottom-up, stock-driven approach to sector and country allocation, with the objective of selecting stocks that sustain an above-average growth rate and trade at a reasonable price. Baillie Gifford has advised a portion of the International Growth Fund since 2003.

M&G. M&G, founded in 1931, is based in London, England, and specializes in managing equity and fixed income portfolios for both institutional and retail clients worldwide. M&G constructs a portfolio using a long-term, bottom-up investment approach that focuses on identifying underappreciated, quality companies with high return and growth potential. M&G seeks companies in three categories: quality—high-quality companies with scarce assets that support sustainable, superior returns; growth—companies using scarce assets to grow faster than their competitors; and transforming—companies that are emerging from a heavy investment cycle that will lead to a strong rebound in returns. M&G has advised a portion of the fund since 2008.

The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory agreements.

33


 

Investment performance
The board considered the short- and long-term performance of the fund and each advisor, including any periods of outperformance or underperformance relative to a benchmark index and peer group. The board concluded that the performance was such that each advisory arrangement should continue. Information about the fund’s most recent performance can be found in the Performance Summary section of this report.

Cost
The board concluded that the fund’s expense ratio was well below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rate was also well below its peer-group average. Information about the fund’s expenses appears in the About Your Fund’s Expenses section of this report as well as in the Financial Statements section, which also includes information about the fund’s advisory fee rate.

The board did not consider profitability of the fund’s advisors in determining whether to approve the advisory fees, because the firms are independent of Vanguard, and the advisory fees are the result of arm’s-length negotiations.

The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the fund’s advisory fee schedules. The breakpoints reduce the effective rate of the fee as the fund’s assets managed by each advisor increase.

The board will consider whether to renew the advisory agreements again after a one-year period.

34


 

Glossary

Beta. A measure of the magnitude of a fund’s past share-price fluctuations in relation to the ups and downs of a given market index. The index is assigned a beta of 1.00. Compared with a given index, a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the index rose or fell by 10%. For this report, beta is based on returns over the past 36 months for both the fund and the index. Note that a fund’s beta should be reviewed in conjunction with its R-squared (see definition). The lower the R-squared, the less correlation there is between the fund and the index, and the less reliable beta is as an indicator of volatility.

Dividend Yield. Dividend income earned by stocks, expressed as a percentage of the aggregate market value (or of net asset value, for a fund). The yield is determined by dividing the amount of the annual dividends by the aggregate value (or net asset value) at the end of the period. For a fund, the dividend yield is based solely on stock holdings and does not include any income produced by other investments.

Earnings Growth Rate. The average annual rate of growth in earnings over the past five years for the stocks now in a fund.

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is measured from the inception date.

Median Market Cap. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

Price/Book Ratio. The share price of a stock divided by its net worth, or book value, per share. For a fund, the weighted average price/book ratio of the stocks it holds.

Price/Earnings Ratio. The ratio of a stock’s current price to its per-share earnings over the past year. For a fund, the weighted average P/E of the stocks it holds. P/E is an indicator of market expectations about corporate prospects; the higher the P/E, the greater the expectations for a company’s future growth.

R-Squared. A measure of how much of a fund’s past returns can be explained by the returns from the market in general, as measured by a given index. If a fund’s total returns were precisely synchronized with an index’s returns, its R-squared would be 1.00. If the fund’s returns bore no relationship to the index’s returns, its R-squared would be 0. For this report, R-squared is based on returns over the past 36 months for both the fund and the index.

35


 

Return on Equity. The annual average rate of return generated by a company during the past five years for each dollar of shareholder’s equity (net income divided by shareholder’s equity). For a fund, the weighted average return on equity for the companies whose stocks it holds.

Short-Term Reserves. The percentage of a fund invested in highly liquid, short-term securities that can be readily converted to cash.

Turnover Rate. An indication of the fund’s trading activity. Funds with high turnover rates incur higher transaction costs and may be more likely to distribute capital gains (which may be taxable to investors). The turnover rate excludes in-kind transactions, which have minimal impact on costs.

Benchmark Information

Spliced International Index: MSCI EAFE Index through May 31, 2010; MSCI All Country World Index ex USA thereafter.

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The People Who Govern Your Fund

The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them on an at-cost basis.

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 180 Vanguard funds.

The following table provides information for each trustee and executive officer of the fund. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1 and Delphi Automotive LLP (automotive components);
  Senior Advisor at New Mountain Capital; Trustee of
F. William McNabb III The Conference Board.
Born 1957. Trustee Since July 2009. Chairman of the  
Board. Principal Occupation(s) During the Past Five Amy Gutmann
Years: Chairman of the Board of The Vanguard Group, Born 1949. Trustee Since June 2006. Principal
Inc., and of each of the investment companies served Occupation(s) During the Past Five Years: President
by The Vanguard Group, since January 2010; Director of the University of Pennsylvania; Christopher H.
of The Vanguard Group since 2008; Chief Executive Browne Distinguished Professor of Political Science
Officer and President of The Vanguard Group and of in the School of Arts and Sciences with secondary
each of the investment companies served by The appointments at the Annenberg School for
Vanguard Group since 2008; Director of Vanguard Communication and the Graduate School of Education
Marketing Corporation; Managing Director of The of the University of Pennsylvania; Member of the
Vanguard Group (1995–2008). National Commission on the Humanities and Social
  Sciences; Trustee of Carnegie Corporation of New
IndependentTrustees York and of the National Constitution Center; Chair
  of the U. S. Presidential Commission for the Study
Emerson U. Fullwood of Bioethical Issues.
Born 1948. Trustee Since January 2008. Principal  
Occupation(s) During the Past Five Years: Executive JoAnn Heffernan Heisen
Chief Staff and Marketing Officer for North America Born 1950. Trustee Since July 1998. Principal
and Corporate Vice President (retired 2008) of Xerox Occupation(s) During the Past Five Years: Corporate
Corporation (document management products and Vice President and Chief Global Diversity Officer
services); Executive in Residence and 2010 (retired 2008) and Member of the Executive
Distinguished Minett Professor at the Rochester Committee (1997–2008) of Johnson & Johnson
Institute of Technology; Director of SPX Corporation (pharmaceuticals/medical devices/consumer
(multi-industry manufacturing), the United Way of products); Director of Skytop Lodge Corporation
Rochester, Amerigroup Corporation (managed health (hotels), the University Medical Center at Princeton,
care), the University of Rochester Medical Center, the Robert Wood Johnson Foundation, and the Center
Monroe Community College Foundation, and North for Talent Innovation; Member of the Advisory Board
Carolina A&T University. of the Maxwell School of Citizenship and Public Affairs
at Syracuse University.
Rajiv L. Gupta  
Born 1945. Trustee Since December 2001.2 F. Joseph Loughrey
Principal Occupation(s) During the Past Five Years: Born 1949. Trustee Since October 2009. Principal
Chairman and Chief Executive Officer (retired 2009) Occupation(s) During the Past Five Years: President
and President (2006–2008) of Rohm and Haas Co. and Chief Operating Officer (retired 2009) of Cummins
(chemicals); Director of Tyco International, Ltd. Inc. (industrial machinery); Chairman of the Board of
(diversified manufacturing and services), Hewlett- Hillenbrand, Inc. (specialized consumer services);
Packard Co. (electronic computer manufacturing), Director of SKF AB (industrial machinery), the Lumina

 


 

Foundation for Education, and Oxfam America; Executive Officers  
Chairman of the Advisory Council for the College of    
Arts and Letters and Member of the Advisory Board to Glenn Booraem  
the Kellogg Institute for International Studies at the Born 1967. Controller Since July 2010. Principal
University of Notre Dame. Occupation(s) During the Past Five Years: Principal
  of The Vanguard Group, Inc.; Controller of each of
Mark Loughridge the investment companies served by The Vanguard
Born 1953. Trustee Since March 2012. Principal Group; Assistant Controller of each of the investment
Occupation(s) During the Past Five Years: Senior Vice companies served by The Vanguard Group (2001–2010).
President and Chief Financial Officer at IBM (information    
technology services); Fiduciary Member of IBM’s Thomas J. Higgins  
Retirement Plan Committee. Born 1957. Chief Financial Officer Since September
  2008. Principal Occupation(s) During the Past Five
Scott C. Malpass Years: Principal of The Vanguard Group, Inc.; Chief
Born 1962. Trustee Since March 2012. Principal Financial Officer of each of the investment companies
Occupation(s) During the Past Five Years: Chief served by The Vanguard Group; Treasurer of each of
Investment Officer and Vice President at the University the investment companies served by The Vanguard
of Notre Dame; Assistant Professor of Finance at the Group (1998–2008).  
Mendoza College of Business at Notre Dame; Member    
of the Notre Dame 403(b) Investment Committee; Kathryn J. Hyatt  
Director of TIFF Advisory Services, Inc. (investment Born 1955. Treasurer Since November 2008. Principal
advisor); Member of the Investment Advisory Occupation(s) During the Past Five Years: Principal of
Committees of the Financial Industry Regulatory The Vanguard Group, Inc.; Treasurer of each of the
Authority (FINRA) and of Major League Baseball. investment companies served by The Vanguard
  Group; Assistant Treasurer of each of the investment
André F. Perold companies served by The Vanguard Group (1988–2008).
Born 1952. Trustee Since December 2004. Principal    
Occupation(s) During the Past Five Years: George Heidi Stam  
Gund Professor of Finance and Banking at the Harvard Born 1956. Secretary Since July 2005. Principal
Business School (retired 2011); Chief Investment Occupation(s) During the Past Five Years: Managing
Officer and Managing Partner of HighVista Strategies Director of The Vanguard Group, Inc.; General Counsel
LLC (private investment firm); Director of Rand of The Vanguard Group; Secretary of The Vanguard
Merchant Bank; Overseer of the Museum of Fine Group and of each of the investment companies
Arts Boston. served by The Vanguard Group; Director and Senior
  Vice President of Vanguard Marketing Corporation.
Alfred M. Rankin, Jr.    
Born 1941. Trustee Since January 1993. Principal Vanguard Senior ManagementTeam  
Occupation(s) During the Past Five Years: Chairman,    
President, and Chief Executive Officer of NACCO Mortimer J. Buckley Chris D. McIsaac
Industries, Inc. (housewares/lignite) and of Hyster-Yale Kathleen C. Gubanich Michael S. Miller
Materials Handling, Inc. (forklift trucks); Director of Paul A. Heller James M. Norris
the National Association of Manufacturers; Chairman Martha G. King Glenn W. Reed
of the Board of University Hospitals of Cleveland;    
Advisory Chairman of the Board of The Cleveland Chairman Emeritus and Senior Advisor  
Museum of Art.
  John J. Brennan  
Peter F. Volanakis Chairman, 1996–2009  
Born 1955. Trustee Since July 2009. Principal Chief Executive Officer and President, 1996–2008  
Occupation(s) During the Past Five Years: President    
and Chief Operating Officer (retired 2010) of Corning Founder  
Incorporated (communications equipment); Director  
of SPX Corporation (multi-industry manufacturing); John C. Bogle  
Overseer of the Amos Tuck School of Business Chairman and Chief Executive Officer, 1974–1996  
Administration at Dartmouth College; Advisor to the    
Norris Cotton Cancer Center.    

 

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.
2 December 2002 for Vanguard Equity Income Fund, Vanguard Growth Equity Fund, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

P.O. Box 2600
Valley Forge, PA 19482-2600

 

Connect with Vanguard® > vanguard.com

Fund Information > 800-662-7447 CFA® is a trademark owned by CFA Institute.
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People  
With Hearing Impairment > 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper Inc. or  
Morningstar, Inc., unless otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or sec.gov.  
 
You can review and copy information about your fund at  
the SEC’s Public Reference Room in Washington, D.C. To  
find out more about this public service, call the SEC at  
202-551-8090. Information about your fund is also  
available on the SEC’s website, and you can receive  
copies of this information, for a fee, by sending a  
request in either of two ways: via e-mail addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
 
  © 2013 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q812 042013

 


 

 

 

Semiannual Report | February 28, 2013
Vanguard FTSE Social Index Fund

 



 

> Vanguard FTSE Social Index Fund returned more than 13% for the six months ended February 28, 2013.

> The fund’s return was in line with that of its target index and ahead of the average return for large-capitalization growth funds.

> Financial, health care, and information technology stocks contributed most to the fund’s result.

Contents  
Your Fund’s Total Returns. 1
Chairman’s Letter. 2
Fund Profile. 6
Performance Summary. 7
Financial Statements. 8
About Your Fund’s Expenses. 20
Glossary. 22

 

Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice.
Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the isks of investing in your fund are spelled out in the prospectus.
See the Glossary for definitions of investment terms used in this report.
About the cover: Our cover photograph shows rigging on the HMSSurprise, a replica of an 18th-century Royal Navy frigate. It as featured in the 2003 movie Master and Commander: The Far Side of the World, which was based on Patrick O’Brian’s sea novels, set amid the Napoleonic Wars. Vanguard was named for another ship of that era, the HMSVanguard, which was the flagship of British Admiral Horatio Nelson at the Battle of the Nile.


 

Your Fund’s Total Returns  
 
 
 
 
Six Months Ended February 28, 2013  
  Total
  Returns
Vanguard FTSE Social Index Fund  
Investor Shares 13.53%
Institutional Shares 13.55
FTSE4Good US Select Index 13.72
Large-Cap Growth Funds Average 6.62
Large-Cap Growth Funds Average: Derived from data provided by Lipper Inc.  

 

Institutional Shares are available to certain institutional investors who meet specific administrative, service, and account-size criteria.  
 
Your Fund’s Performance at a Glance        
August 31, 2012, Through February 28, 2013        
      Distributions Per Share
  Starting Ending Income Capital
  Share Price Share Price Dividends Gains
Vanguard FTSE Social Index Fund        
Investor Shares $8.30 $9.27 $0.142 $0.000
Institutional Shares 8.31 9.27 0.154 0.000

 

1


 

 

 

 

Chairman’s Letter

Dear Shareholder,

For the six months ended February 28, 2013, Vanguard FTSE Social Index Fund returned more than 13%. This result was in line with that of its benchmark index, the FTSE4Good US Select Index. The fund’s return was higher than the average for large-capitalization growth funds, as well as the return of the broad U.S. stock market.

The fund’s performance can mostly be attributed to the double-digit returns of its three largest sectors: financials, health care, and information technology. Because companies in these sectors are more likely to meet the social and environmental criteria established by the index provider, the fund tends to have heavy exposure to these areas.

Stocks overcame concerns en route to substantial gains
Stocks worldwide advanced strongly over the six months ended February 28, though uncertainty both at home and abroad periodically stalked the markets. International equities eclipsed their U.S. counterparts as stocks from developed and emerging markets rallied amid optimism over central bankers’ policy moves.

Despite political and fiscal challenges, international stocks returned about 13%. Rising Japanese stocks helped drive the Pacific region’s solid returns as Japan’s

2


 

newly elected prime minister, Shinzo Abe, advocated aggressive monetary easing to boost his nation’s economy and preempt deflation.

European stocks benefited from the European Central Bank’s commitment to preserve the euro, climbing about 13%. Debt-crisis concerns reignited in the period’s final week, though, when Italy’s national elections ended in a political impasse over austerity measures.

U.S. markets rose nearly 10% as solid corporate earnings and the Federal Reserve’s stimulus program helped boost returns. But the impending enactment of broad, automatic federal spending cuts (known as the sequester) stoked investors’ anxiety as the six-month period wound down.

Bonds finished flat as yields remained low
The broad U.S. taxable bond market barely squeezed out a gain for the half-year, advancing just 0.15%.

Bond returns were anemic as the yield of the benchmark 10-year U.S. Treasury note climbed; it dropped back a bit in February to finish at about 1.88%, still low by historical standards. (Bond prices and yields move in opposite directions.) Investors, nervous over Italy’s unsettled

Market Barometer      
 
      Total Returns
    Periods Ended February 28, 2013
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 9.72% 13.62% 5.21%
Russell 2000 Index (Small-caps) 13.02 14.02 7.35
Russell 3000 Index (Broad U.S. market) 9.97 13.65 5.38
MSCI All Country World Index ex USA (International) 13.06 6.66 -0.87
 
Bonds      
Barclays U.S. Aggregate Bond Index (Broad taxable market) 0.15% 3.12% 5.52%
Barclays Municipal Bond Index (Broad tax-exempt market) 2.01 5.01 6.79
Citigroup Three-Month U.S. Treasury Bill Index 0.05 0.08 0.34
 
CPI      
Consumer Price Index 0.78% 1.98% 1.86%

 

3


 

election results in the period’s final week, were drawn to the perceived safety of Treasury securities.

Although bonds can provide critical diversification benefits to a portfolio, their return prospects look much less promising than they have in recent years. As yields have tumbled, the opportunity for future bond price appreciation has greatly diminished.

Returns for money market funds and savings accounts remained minuscule as the Federal Reserve adhered to its four-year-old policy of keeping short-term interest rates between 0% and 0.25%.

Stocks meeting the fund’s criteria outperformed the broad market
Vanguard FTSE Social Index Fund invests in the stocks of companies that the index provider has screened for criteria such as environmental issues, human rights, labor rights, health and safety practices, and corporate responsibility. The index avoids companies that are involved with tobacco, alcohol, adult entertainment, firearms, gambling, or nuclear power.

The fund posted positive results in all ten market sectors for the period. However, as I mentioned earlier, its strong performance can mostly be attributed to holdings in just a few sectors—financials, health care, and

Expense Ratios      
Your Fund Compared With Its Peer Group      
  Investor Institutional Peer Group
  Shares Shares Average
FTSE Social Index Fund 0.29% 0.16% 1.28%

 

The fund expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.28% for Investor Shares and 0.16% for Institutional Shares. The peer-group expense ratio is derived from data provided by Lipper Inc. and captures information through year-end 2012.

Peer group: Large-Cap Growth Funds.

4


 

information technology. For the six months, these three sectors accounted for about 67% of the index, on average, and contributed almost 10 percentage points to the fund’s total return.

Financial stocks—which constituted the index’s largest holding—were among the market’s top performers. After the trauma of the financial crisis, the industry has experienced a widespread resurgence that continued throughout the six months. Shares of investment banks, asset management firms, and insurance companies made significant contributions to the fund’s advance.

While health care and information technology holdings did well in general, it was the index’s heavy exposure to a few top-performing areas of these sectors that boosted returns most. Within health care, stocks of pharmaceutical companies and biotechnology firms stood out, while internet software companies and IT services firms led results in technology.

Stocks in the consumer discretionary, consumer staples, and industrial sectors each added about 1 percentage point to the fund’s total return.

In saving for your future, right now is always the right time
February 25 to March 2 was “America Saves Week,” an annual event aimed at encouraging people to set aside more for the future. I know a week devoted to promoting saving isn’t going to generate a lot of popular excitement or headlines. But it is, without doubt, a worthy cause.

My view is that you should save more than you think you’ll need, particularly for retirement. How much? The right answer is different for everyone. The Vanguard Center for Retirement Research advises that a good target range is between 12% and 15% of your take-home pay, including any match from a workplace retirement plan. If you can’t afford to save that much today, start where you can and increase your savings as your circumstances allow.

If you do take steps to increase your savings now—before another America Saves Week comes and goes—you’ll thank yourself later. A Vanguard study called Penny Saved, Penny Earned (available at vanguard.com/research) examined the different levers we employ to achieve financial security. Our researchers found that retirement investors looking to improve the odds of reaching their goals are likely to do better by saving more over longer periods than by relying on the possibility of higher portfolio returns.

As always, thank you for investing with Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
March 12, 2013

5


 

FTSE Social Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Investor Institutional
  Shares Shares
Ticker Symbol VFTSX VFTNX
Expense Ratio1 0.29% 0.16%
30-Day SEC Yield 1.57% 1.68%

 

Portfolio Characteristics      
      DJ U.S.
    FTSE Total
    4Good Market
    US Select FA
  Fund Index Index
Number of Stocks 340 340 3,593
Median Market Cap $39.3B $39.3B $38.3B
Price/Earnings Ratio 17.8x 17.8x 17.4x
Price/Book Ratio 2.1x 2.1x 2.2x
Return on Equity 16.9% 16.9% 16.7%
Earnings Growth Rate 9.4% 9.4% 9.3%
Dividend Yield 1.8% 1.8% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 4%
Short-Term Reserves 0.1%

 

Sector Diversification (% of equity exposure)
      DJ U.S.
    FTSE Total
    4Good Market
    US Select FA
  Fund Index Index
Consumer Discretionary 9.4% 9.4% 12.2%
Consumer Staples 6.8 6.8 9.5
Energy 4.8 4.8 10.3
Financials 24.3 24.3 17.2
Health Care 23.6 23.6 12.0
Industrials 6.5 6.5 11.2
Information Technology 19.0 19.0 17.6
Materials 4.0 4.0 3.9
Telecommunication      
Services 0.4 0.4 2.6
Utilities 1.2 1.2 3.5

 

Volatility Measures    
    DJ U.S.
  FTSE Total
  4Good Market
  US Select FA
  Index Index
R-Squared 1.00 0.97
Beta 1.00 1.00

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Ten Largest Holdings (% of total net assets)
Google Inc. Class A Internet Software &  
  Services 3.0%
Procter & Gamble Co. Household Products 3.0
Johnson & Johnson Pharmaceuticals 2.9
Pfizer Inc. Pharmaceuticals 2.8
JPMorgan Chase & Co. Diversified Financial  
  Services 2.6
Oracle Corp. Systems Software 2.3
Merck & Co. Inc. Pharmaceuticals 1.8
Citigroup Inc. Diversified Financial  
  Services 1.7
Bank of America Corp. Diversified Financial  
  Services 1.7
QUALCOMM Inc. Communications  
  Equipment 1.6
Top Ten   23.4%

The holdings listed exclude any temporary cash investments and equity index products.

Investment Focus


1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.28% for Investor Shares and 0.16% for Institutional Shares.

6


 

FTSE Social Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): August 31, 2002, Through February 28, 2013


FTSE Social Index Fund Investor Shares
Spliced Social Index

 

For a benchmark description, see the Glossary.

Note: For 2013, performance data reflect the six months ended February 28, 2013.

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Ten
  Date Year Years Years
Investor Shares 5/31/2000 17.84% 0.82% 5.40%
Institutional Shares 1/14/2003 17.84 0.94 4.851
1 Return since inception.  

 

See Financial Highlights for dividend and capital gains information.

7


 

FTSE Social Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (99.9%)    
Consumer Discretionary (9.4%)    
* Amazon.com Inc. 33,379 8,821
  Ford Motor Co. 365,142 4,604
  Lowe’s Cos. Inc. 110,018 4,197
* priceline.com Inc. 4,877 3,353
  TJX Cos. Inc. 72,694 3,269
  NIKE Inc. Class B 53,600 2,919
  Viacom Inc. Class B 44,246 2,587
  CBS Corp. Class B 58,420 2,535
  Johnson Controls Inc. 66,525 2,094
* General Motors Co. 67,031 1,820
  VF Corp. 10,731 1,730
  Omnicom Group Inc. 26,139 1,504
  Coach Inc. 28,012 1,354
  Limited Brands Inc. 28,236 1,285
  Ross Stores Inc. 22,097 1,281
* Bed Bath & Beyond Inc. 22,403 1,271
  Harley-Davidson Inc. 22,275 1,172
  Gap Inc. 35,289 1,162
* O’Reilly Automotive Inc. 11,190 1,138
  Genuine Parts Co. 15,331 1,089
  Ralph Lauren Corp. Class A 5,983 1,038
* AutoZone Inc. 2,711 1,031
* Dollar Tree Inc. 22,222 1,004
  Sirius XM Radio Inc. 320,124 992
* CarMax Inc. 22,363 859
* BorgWarner Inc. 11,441 851
  Tiffany & Co. 12,565 844
* Mohawk Industries Inc. 6,670 707
  PetSmart Inc. 10,563 688
  Newell Rubbermaid Inc. 28,420 663
  H&R Block Inc. 26,507 659
  Family Dollar Stores Inc. 11,342 653
  Autoliv Inc. 9,271 604
  Lennar Corp. Class A 15,640 604
  Interpublic Group of    
  Cos. Inc. 42,545 544

 

      Market
      Value
    Shares ($000)
  Scripps Networks    
  Interactive Inc. Class A 8,480 535
  Garmin Ltd. 15,182 521
  Foot Locker Inc. 14,977 512
  Hasbro Inc. 12,616 505
  Gannett Co. Inc. 22,722 456
  Leggett & Platt Inc. 13,676 418
* AutoNation Inc. 8,833 387
  Abercrombie & Fitch Co. 8,134 379
  GameStop Corp. Class A 11,735 294
  Harman International    
  Industries Inc. 6,611 281
* Apollo Group Inc. Class A 10,852 183
  Washington Post Co.    
  Class B 453 181
      65,578
Consumer Staples (6.8%)    
  Procter & Gamble Co. 269,402 20,523
  Colgate-Palmolive Co. 46,752 5,350
  Kimberly-Clark Corp. 38,522 3,632
  General Mills Inc. 63,498 2,937
  HJ Heinz Co. 31,385 2,273
  Kellogg Co. 26,416 1,598
  Estee Lauder Cos. Inc.    
  Class A 23,128 1,482
  ConAgra Foods Inc. 39,978 1,364
  Clorox Co. 12,733 1,070
  Coca-Cola Enterprises Inc. 28,154 1,007
  Campbell Soup Co. 23,149 953
  Dr Pepper Snapple    
  Group Inc. 20,290 885
  Avon Products Inc. 42,284 827
  McCormick & Co. Inc. 11,844 797
  Hormel Foods Corp. 19,408 726
  Tyson Foods Inc. Class A 28,265 641
  Energizer Holdings Inc. 6,051 556
  Hillshire Brands Co. 11,703 379
* Smithfield Foods Inc. 14,529 323
      47,323

 

8


 

FTSE Social Index Fund    
 
 
 
      Market
      Value
    Shares ($000)
Energy (4.7%)    
  Schlumberger Ltd. 130,700 10,175
  Occidental Petroleum Corp. 79,338 6,532
  Apache Corp. 38,279 2,843
  Devon Energy Corp. 39,502 2,143
  Williams Cos. Inc. 61,182 2,124
  Baker Hughes Inc. 42,700 1,914
  Spectra Energy Corp. 65,342 1,898
* FMC Technologies Inc. 23,449 1,217
  EQT Corp. 14,630 923
  Noble Corp. 24,681 884
  CONSOL Energy Inc. 22,076 710
  Peabody Energy Corp. 26,184 565
* Rowan Cos. plc Class A 12,127 419
* Newfield Exploration Co. 13,251 306
* WPX Energy Inc. 19,260 273
      32,926
Financials (24.3%)    
  JPMorgan Chase & Co. 372,454 18,220
  Citigroup Inc. 286,948 12,043
  Bank of America Corp. 1,052,056 11,815
  Goldman Sachs Group Inc. 46,066 6,899
  American Express Co. 109,647 6,815
  US Bancorp 185,560 6,305
* American International    
  Group Inc. 144,599 5,496
  Morgan Stanley 145,462 3,280
  PNC Financial Services    
  Group Inc. 51,498 3,213
  American Tower Corporation 38,837 3,014
  Travelers Cos. Inc. 37,337 3,003
  BlackRock Inc. 12,477 2,991
  Capital One Financial Corp. 56,801 2,899
  MetLife Inc. 80,280 2,845
  ACE Ltd. 33,238 2,838
  State Street Corp. 45,632 2,582
  Prudential Financial Inc. 45,558 2,532
  Aflac Inc. 46,132 2,304
  Franklin Resources Inc. 15,680 2,215
  Allstate Corp. 47,451 2,184
  HCP Inc. 44,302 2,165
  Chubb Corp. 25,617 2,153
  BB&T Corp. 68,031 2,065
  Ventas Inc. 28,884 2,044
  Charles Schwab Corp. 124,454 2,021
  Marsh & McLennan    
  Cos. Inc. 53,081 1,971
  CME Group Inc. 32,545 1,947
  Aon plc 31,257 1,910
  Discover Financial Services 49,542 1,909
  Public Storage 12,556 1,899
  T. Rowe Price Group Inc. 24,837 1,768
  Prologis Inc. 45,001 1,752
  Equity Residential 31,802 1,750
  Loews Corp. 38,777 1,672

 

      Market
      Value
    Shares ($000)
  Weyerhaeuser Co. 52,972 1,558
  Annaly Capital    
  Management Inc. 94,995 1,471
  SunTrust Banks Inc. 52,667 1,453
  Progressive Corp. 59,155 1,441
  Fifth Third Bancorp 87,929 1,393
  Ameriprise Financial Inc. 20,219 1,388
  M&T Bank Corp. 12,557 1,282
  McGraw-Hill Cos. Inc. 27,235 1,268
  Northern Trust Corp. 23,534 1,251
  Invesco Ltd. 43,397 1,163
* IntercontinentalExchange Inc. 7,189 1,113
  Regions Financial Corp. 138,852 1,062
  Moody’s Corp. 21,790 1,047
  Hartford Financial Services    
  Group Inc. 42,804 1,011
  Principal Financial Group Inc. 28,949 915
  NYSE Euronext 23,983 894
  KeyCorp 91,592 860
  SLM Corp. 45,076 855
  XL Group plc Class A 29,551 846
* CIT Group Inc. 19,494 816
  Macerich Co. 13,453 809
  Lincoln National Corp. 26,815 792
* CBRE Group Inc. Class A 32,417 784
  Plum Creek Timber Co. Inc. 16,042 778
  Cincinnati Financial Corp. 16,065 723
  Unum Group 27,089 663
  Comerica Inc. 18,723 644
  Willis Group Holdings plc 16,845 641
  Huntington Bancshares Inc. 84,051 591
  New York Community    
  Bancorp Inc. 42,450 573
  PartnerRe Ltd. 5,958 532
  Torchmark Corp. 9,275 521
  Duke Realty Corp. 30,766 497
  Axis Capital Holdings Ltd. 11,946 487
  Arthur J Gallagher & Co. 12,241 471
* Markel Corp. 937 453
  Liberty Property Trust 11,420 443
  People’s United    
  Financial Inc. 33,723 442
  Hudson City Bancorp Inc. 51,592 440
  Zions Bancorporation 18,176 439
  Brown & Brown Inc. 13,976 419
  RenaissanceRe Holdings Ltd. 4,758 416
* Genworth Financial Inc.    
  Class A 48,291 412
  Legg Mason Inc. 13,017 371
  White Mountains Insurance    
  Group Ltd. 635 359
  SEI Investments Co. 12,680 358
  Assurant Inc. 7,686 323
  City National Corp. 5,338 303
  Old Republic International    
  Corp. 25,062 301

 

9


 

FTSE Social Index Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Erie Indemnity Co. Class A 3,576 262
  Mercury General Corp. 2,676 104
      168,957
Health Care (23.6%)    
  Johnson & Johnson 269,271 20,494
  Pfizer Inc. 721,672 19,752
  Merck & Co. Inc. 298,168 12,741
  Amgen Inc. 75,185 6,873
* Gilead Sciences Inc. 147,166 6,285
  Eli Lilly & Co. 112,604 6,155
  Bristol-Myers Squibb Co. 161,702 5,978
  AbbVie Inc. 154,030 5,687
  UnitedHealth Group Inc. 100,112 5,351
  Abbott Laboratories 154,030 5,205
* Express Scripts Holding Co. 79,565 4,528
  Medtronic Inc. 100,418 4,515
* Celgene Corp. 41,474 4,279
* Biogen Idec Inc. 23,201 3,859
  Baxter International Inc. 54,056 3,654
  Allergan Inc. 30,172 3,271
  Covidien plc 46,514 2,957
  Thermo Fisher Scientific Inc. 35,248 2,601
  McKesson Corp. 23,109 2,453
* Intuitive Surgical Inc. 3,902 1,990
  WellPoint Inc. 29,794 1,853
  Stryker Corp. 28,082 1,794
  Becton Dickinson and Co. 19,273 1,697
  Cigna Corp. 28,360 1,658
* Alexion Pharmaceuticals Inc. 19,014 1,649
  Aetna Inc. 32,778 1,547
  Cardinal Health Inc. 33,472 1,547
  Agilent Technologies Inc. 33,735 1,399
  Zimmer Holdings Inc. 16,967 1,272
  St. Jude Medical Inc. 30,147 1,236
* DaVita HealthCare    
  Partners Inc. 10,275 1,229
* Mylan Inc. 39,899 1,181
  AmerisourceBergen Corp.    
  Class A 23,056 1,088
* Actavis Inc. 12,422 1,058
  Humana Inc. 15,455 1,055
  Perrigo Co. 9,221 1,043
* Boston Scientific Corp. 134,863 997
* Vertex Pharmaceuticals Inc. 21,210 993
* Life Technologies Corp. 16,888 982
* Edwards Lifesciences Corp. 11,357 976
* Forest Laboratories Inc. 26,179 963
  Quest Diagnostics Inc. 15,595 876
* Laboratory Corp. of America    
  Holdings 9,241 819
  CR Bard Inc. 8,059 797
* Waters Corp. 8,571 795
* Henry Schein Inc. 8,681 774
* CareFusion Corp. 22,048 722
* Illumina Inc. 12,156 609

 

      Market
      Value
    Shares ($000)
  Coventry Health Care Inc. 13,077 593
  DENTSPLY International Inc. 13,827 573
  Universal Health Services    
  Inc. Class B 8,884 514
* Hospira Inc. 16,212 477
  Omnicare Inc. 10,940 408
  Patterson Cos. Inc. 10,882 395
      164,197
Industrials (6.5%)    
  Caterpillar Inc. 63,945 5,907
  United Parcel Service Inc.    
  Class B 70,941 5,863
  Deere & Co. 38,422 3,375
  FedEx Corp. 30,878 3,255
  Illinois Tool Works Inc. 45,480 2,797
  Norfolk Southern Corp. 38,207 2,791
  CSX Corp. 101,693 2,333
  Cummins Inc. 18,654 2,161
  Waste Management Inc. 45,221 1,688
  PACCAR Inc. 34,628 1,642
  Ingersoll-Rand plc 29,568 1,557
  WW Grainger Inc. 6,861 1,554
  Stanley Black & Decker Inc. 16,454 1,295
  Rockwell Automation Inc. 13,951 1,260
  Pentair Ltd. 20,490 1,091
  Pall Corp. 11,280 769
  Masco Corp. 35,222 678
  Equifax Inc. 11,658 643
  Iron Mountain Inc. 18,492 638
  JB Hunt Transport Services    
  Inc. 8,771 610
* Fortune Brands Home &    
  Security Inc. 16,013 553
  Robert Half International    
  Inc. 13,758 489
  Manpower Inc. 7,710 421
  Avery Dennison Corp. 9,807 401
  Dun & Bradstreet Corp. 4,429 357
  Ryder System Inc. 5,049 284
  Pitney Bowes Inc. 19,239 252
  ITT Corp. 8,970 236
  RR Donnelley & Sons Co. 17,605 184
      45,084
Information Technology (19.0%)  
* Google Inc. Class A 25,974 20,810
  Oracle Corp. 472,436 16,186
  QUALCOMM Inc. 166,929 10,956
  Visa Inc. Class A 52,523 8,332
* eBay Inc. 126,240 6,903
  Mastercard Inc. Class A 11,684 6,050
* EMC Corp. 205,699 4,733
  Accenture plc Class A 62,784 4,669
  Hewlett-Packard Co. 192,739 3,882
  Texas Instruments Inc. 110,013 3,781

 

10


 

FTSE Social Index Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Automatic Data Processing    
  Inc. 47,989 2,945
* Yahoo! Inc. 116,274 2,478
* Cognizant Technology    
  Solutions Corp. Class A 29,295 2,249
* Adobe Systems Inc. 48,341 1,900
  Intuit Inc. 28,722 1,852
  Corning Inc. 145,642 1,836
* Salesforce.com Inc. 10,240 1,733
  Broadcom Corp. Class A 49,569 1,691
  Applied Materials Inc. 121,334 1,662
* Symantec Corp. 68,031 1,595
* Citrix Systems Inc. 18,232 1,293
* SanDisk Corp. 23,667 1,193
  Western Digital Corp. 23,807 1,123
  Altera Corp. 31,346 1,110
* Fiserv Inc. 13,122 1,077
* Check Point Software    
  Technologies Ltd. 20,163 1,059
* Juniper Networks Inc. 50,308 1,040
  Xerox Corp. 124,279 1,008
* Teradata Corp. 16,547 961
  Xilinx Inc. 25,762 960
* Micron Technology Inc. 100,000 839
  Western Union Co. 58,892 826
  CA Inc. 33,629 824
* Autodesk Inc. 22,395 822
  Avago Technologies Ltd.    
  Class A 23,914 818
* Alliance Data Systems Corp. 4,945 785
  NVIDIA Corp. 60,706 768
* F5 Networks Inc. 7,771 734
* Red Hat Inc. 14,273 725
* Lam Research Corp. 16,812 711
* VeriSign Inc. 15,225 697
* VMware Inc. Class A 9,459 679
* Akamai Technologies Inc. 17,404 643
* BMC Software Inc. 15,220 610
* Electronic Arts Inc. 29,840 523
* Synopsys Inc. 14,588 511
* Avnet Inc. 13,527 478
  Total System Services Inc. 18,345 436
* NCR Corp. 15,408 425
* Arrow Electronics Inc. 10,403 418
* LSI Corp. 54,045 376
  DST Systems Inc. 4,505 306
  Broadridge Financial    
  Solutions Inc. 11,900 273
  Molex Inc. 7,075 196
  Molex Inc. Class A 8,029 182
* Rovi Corp. 9,897 176
      131,848

 

      Market
      Value
    Shares ($000)
Materials (4.0%)    
  EI du Pont de Nemours    
  & Co. 91,008 4,359
  Dow Chemical Co. 117,167 3,717
  Praxair Inc. 29,388 3,322
  Ecolab Inc. 28,735 2,200
  International Paper Co. 42,735 1,881
  Air Products & Chemicals    
  Inc. 20,748 1,791
  Mosaic Co. 29,140 1,706
  Sherwin-Williams Co. 10,030 1,621
  Southern Copper Corp. 24,882 940
  Sigma-Aldrich Corp. 11,758 906
  Ball Corp. 15,120 671
  Vulcan Materials Co. 12,627 643
  MeadWestvaco Corp. 17,083 610
  Ashland Inc. 7,640 596
  International Flavors &    
  Fragrances Inc. 7,924 578
  Airgas Inc. 5,746 576
  Sealed Air Corp. 18,850 419
* Owens-Illinois Inc. 16,074 410
  Bemis Co. Inc. 10,199 381
  Cliffs Natural Resources Inc. 14,121 360
      27,687
Telecommunication Services (0.4%)  
* Sprint Nextel Corp. 292,894 1,699
  Windstream Corp. 57,693 496
  Frontier Communications    
  Corp. 96,723 400
  Telephone & Data Systems    
  Inc. 9,982 228
      2,823
Utilities (1.2%)    
  Consolidated Edison Inc. 28,543 1,684
  Northeast Utilities 30,617 1,271
  Wisconsin Energy Corp. 22,671 936
  CenterPoint Energy Inc. 41,750 894
  NiSource Inc. 30,214 837
* Calpine Corp. 34,245 630
  Alliant Energy Corp. 10,713 511
  Pepco Holdings Inc. 22,226 451
  MDU Resources Group Inc. 18,201 440
  Questar Corp. 17,218 405
  TECO Energy Inc. 20,874 360
      8,419
Total Common Stocks    
(Cost $572,662)   694,842

 

11


 

FTSE Social Index Fund    
 
 
    Market
    Value
  Shares ($000)
Temporary Cash Investment (0.1%)  
Money Market Fund (0.1%)  
1 Vanguard Market    
Liquidity Fund, 0.143%  
(Cost $716) 716,096 716
Total Investments (100.0%)  
(Cost $573,378)   695,558
Other Assets and Liabilities (0.0%)  
Other Assets   2,112
Liabilities   (2,369)
    (257)
Net Assets (100%)   695,301

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 618,445
Undistributed Net Investment Income 401
Accumulated Net Realized Losses (45,725)
Unrealized Appreciation (Depreciation) 122,180
Net Assets 695,301

 

  Amount
  ($000)
Investor Shares—Net Assets  
Applicable to 48,372,065 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 448,416
Net Asset Value Per Share—  
Investor Shares $9.27
 
 
Institutional Shares—Net Assets  
Applicable to 26,622,424 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 246,885
Net Asset Value Per Share—  
Institutional Shares $9.27

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
See accompanying Notes, which are an integral part of the Financial Statements.

12


 

FTSE Social Index Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 6,383
Security Lending 2
Total Income 6,385
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 50
Management and Administrative—Investor Shares 481
Management and Administrative—Institutional Shares 129
Marketing and Distribution—Investor Shares 39
Marketing and Distribution—Institutional Shares 21
Custodian Fees 12
Shareholders’ Reports—Investor Shares 5
Shareholders’ Reports—Institutional Shares 4
Trustees’ Fees and Expenses 1
Total Expenses 742
Net Investment Income 5,643
Realized Net Gain (Loss) on Investment Securities Sold 3,519
Change in Unrealized Appreciation (Depreciation) of Investment Securities 71,009
Net Increase (Decrease) in Net Assets Resulting from Operations 80,171

 

See accompanying Notes, which are an integral part of the Financial Statements.

13


 

FTSE Social Index Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 5,643 8,316
Realized Net Gain (Loss) 3,519 62,500
Change in Unrealized Appreciation (Depreciation) 71,009 3,464
Net Increase (Decrease) in Net Assets Resulting from Operations 80,171 74,280
Distributions    
Net Investment Income    
Investor Shares (6,443) (4,161)
Institutional Shares (3,902) (2,083)
Realized Capital Gain    
Investor Shares
Institutional Shares
Total Distributions (10,345) (6,244)
Capital Share Transactions    
Investor Shares 24,049 (10,959)
Institutional Shares 20,512 24,113
Net Increase (Decrease) from Capital Share Transactions 44,561 13,154
Total Increase (Decrease) 114,387 81,190
Net Assets    
Beginning of Period 580,914 499,724
End of Period1 695,301 580,914
1 Net Assets—End of Period includes undistributed net investment income of $401,000 and $5,103,000.

 

See accompanying Notes, which are an integral part of the Financial Statements.

14


 

FTSE Social Index Fund            
 
 
Financial Highlights            
 
 
Investor Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $8.30 $7.31 $6.27 $6.20 $7.76 $9.30
Investment Operations            
Net Investment Income .077 .117 .084 .061 .080 .125
Net Realized and Unrealized Gain (Loss)            
on Investments 1.035 .962 1.016 .077 (1.522) (1.525)
Total from Investment Operations 1.112 1.079 1.100 .138 (1.442) (1.400)
Distributions            
Dividends from Net Investment Income (.142) (.089) (.060) (.068) (.118) (.140)
Distributions from Realized Capital Gains
Total Distributions (.142) (.089) (.060) (.068) (.118) (.140)
Net Asset Value, End of Period $9.27 $8.30 $7.31 $6.27 $6.20 $7.76
 
Total Return1 13.53% 14.94% 17.52% 2.18% -18.11% -15.26%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $448 $379 $344 $306 $304 $395
Ratio of Total Expenses to            
Average Net Assets 0.28% 0.29% 0.29% 0.29% 0.29% 0.24%
Ratio of Net Investment Income to            
Average Net Assets 1.81% 1.50% 1.10% 0.91% 1.50% 1.48%
Portfolio Turnover Rate 4% 45% 11% 35% 30% 41%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.

See accompanying Notes, which are an integral part of the Financial Statements.

15


 

FTSE Social Index Fund            
 
 
Financial Highlights            
 
 
Institutional Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $8.31 $7.32 $6.27 $6.20 $7.77 $9.32
Investment Operations            
Net Investment Income .082 .128 .095 .070 .087 .137
Net Realized and Unrealized Gain (Loss)            
on Investments 1.032 .960 1.025 .075 (1.528) (1.535)
Total from Investment Operations 1.114 1.088 1.120 .145 (1.441) (1.398)
Distributions            
Dividends from Net Investment Income (.154) (.098) (.070) (.075) (.129) (.152)
Distributions from Realized Capital Gains
Total Distributions (.154) (.098) (.070) (.075) (.129) (.152)
Net Asset Value, End of Period $9.27 $8.31 $7.32 $6.27 $6.20 $7.77
 
Total Return 13.55% 15.06% 17.84% 2.29% -18.03% -15.22%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $247 $202 $155 $128 $104 $139
Ratio of Total Expenses to            
Average Net Assets 0.16% 0.16% 0.16% 0.16% 0.16% 0.11%
Ratio of Net Investment Income to            
Average Net Assets 1.93% 1.63% 1.23% 1.04% 1.63% 1.61%
Portfolio Turnover Rate 4% 45% 11% 35% 30% 41%
The expense ratio, net income ratio, and turnover rate for the current period have been annualized.

 

See accompanying Notes, which are an integral part of the Financial Statements.

16


 

FTSE Social Index Fund

Notes to Financial Statements

Vanguard FTSE Social Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Institutional Shares. Investor Shares are available to any investor who meets the fund’s minimum purchase requirements. Institutional Shares are designed for investors who meet certain administrative, service, and account-size criteria.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

5. Other: Dividend income is recorded on the ex-dividend date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

17


 

FTSE Social Index Fund

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $88,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.04% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $49,223,000 to offset future net capital gains of $28,335,000 through August 31, 2018, and $20,888,000 through August 31, 2019. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

18


 

FTSE Social Index Fund

At February 28, 2013, the cost of investment securities for tax purposes was $573,378,000. Net unrealized appreciation of investment securities for tax purposes was $122,180,000, consisting of unrealized gains of $159,106,000 on securities that had risen in value since their purchase and $37,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $51,876,000 of investment securities and sold $11,992,000 of investment securities, other than temporary cash investments.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Investor Shares        
Issued 50,148 5,655 55,917 7,102
Issued in Lieu of Cash Distributions 5,980 696 3,880 537
Redeemed (32,079) (3,690) (70,756) (9,041)
Net Increase (Decrease)—Investor Shares 24,049 2,661 (10,959) (1,402)
Institutional Shares        
Issued 25,532 2,919 37,915 4,818
Issued in Lieu of Cash Distributions 2,885 336 1,436 199
Redeemed (7,905) (901) (15,238) (1,965)
Net Increase (Decrease)—Institutional Shares 20,512 2,354 24,113 3,052

 

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

19


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.

20


 

Six Months Ended February 28, 2013      
  Beginning Ending Expenses
  Account Value Account Value Paid During
FTSE Social Index Fund 8/31/2012 2/28/2013 Period
Based on Actual Fund Return      
Investor Shares $1,000.00 $1,135.33 $1.48
Institutional Shares 1,000.00 1,135.52 0.85
Based on Hypothetical 5% Yearly Return      
Investor Shares $1,000.00 $1,023.41 $1.40
Institutional Shares 1,000.00 1,024.00 0.80

 

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.28% for Investor Shares and 0.16% for Institutional Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period.

21


 

Glossary

30-Day SEC Yield. A fund’s 30-day SEC yield is derived using a formula specified by the U.S. Securities and Exchange Commission. Under the formula, data related to the fund’s security holdings in the previous 30 days are used to calculate the fund’s hypothetical net income for that period, which is then annualized and divided by the fund’s estimated average net assets over the calculation period. For the purposes of this calculation, a security’s income is based on its current market yield to maturity (for bonds), its actual income (for asset-backed securities), or its projected dividend yield (for stocks). Because the SEC yield represents hypothetical annualized income, it will differ—at times significantly—from the fund’s actual experience. As a result, the fund’s income distributions may be higher or lower than implied by the SEC yield.

Beta. A measure of the magnitude of a fund’s past share-price fluctuations in relation to the ups and downs of a given market index. The index is assigned a beta of 1.00. Compared with a given index, a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the index rose or fell by 10%. For this report, beta is based on returns over the past 36 months for both the fund and the index. Note that a fund’s beta should be reviewed in conjunction with its R-squared (see definition). The lower the R-squared, the less correlation there is between the fund and the index, and the less reliable beta is as an indicator of volatility.

Dividend Yield. Dividend income earned by stocks, expressed as a percentage of the aggregate market value (or of net asset value, for a fund). The yield is determined by dividing the amount of the annual dividends by the aggregate value (or net asset value) at the end of the period. For a fund, the dividend yield is based solely on stock holdings and does not include any income produced by other investments.

Earnings Growth Rate. The average annual rate of growth in earnings over the past five years for the stocks now in a fund.

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

Foreign Holdings. The percentage of a fund represented by securities or depositary receipts of companies based outside the United States.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is measured from the inception date.

Median Market Cap. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

Price/Book Ratio. The share price of a stock divided by its net worth, or book value, per share. For a fund, the weighted average price/book ratio of the stocks it holds.

22


 

Price/Earnings Ratio. The ratio of a stock’s current price to its per-share earnings over the past year. For a fund, the weighted average P/E of the stocks it holds. P/E is an indicator of market expectations about corporate prospects; the higher the P/E, the greater the expectations for a company’s future growth.

R-Squared. A measure of how much of a fund’s past returns can be explained by the returns from the market in general, as measured by a given index. If a fund’s total returns were precisely synchronized with an index’s returns, its R-squared would be 1.00. If the fund’s returns bore no relationship to the index’s returns, its R-squared would be 0. For this report, R-squared is based on returns over the past 36 months for both the fund and the index.

Return on Equity. The annual average rate of return generated by a company during the past five years for each dollar of shareholder’s equity (net income divided by shareholder’s equity). For a fund, the weighted average return on equity for the companies whose stocks it holds.

Short-Term Reserves. The percentage of a fund invested in highly liquid, short-term securities that can be readily converted to cash.

Turnover Rate. An indication of the fund’s trading activity. Funds with high turnover rates incur higher transaction costs and may be more likely to distribute capital gains (which may be taxable to investors). The turnover rate excludes in-kind transactions, which have minimal impact on costs.

Benchmark Information

Spliced Social Index: Calvert Social Index through December 16, 2005; FTSE4Good US Select Index thereafter.

23


 

The People Who Govern Your Fund

The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them on an at-cost basis.

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 180 Vanguard funds.

The following table provides information for each trustee and executive officer of the fund. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1 and Delphi Automotive LLP (automotive components);
  Senior Advisor at New Mountain Capital; Trustee of
F. William McNabb III The Conference Board.
Born 1957. Trustee Since July 2009. Chairman of the  
Board. Principal Occupation(s) During the Past Five Amy Gutmann
Years: Chairman of the Board of The Vanguard Group, Born 1949. Trustee Since June 2006. Principal
Inc., and of each of the investment companies served Occupation(s) During the Past Five Years: President
by The Vanguard Group, since January 2010; Director of the University of Pennsylvania; Christopher H.
of The Vanguard Group since 2008; Chief Executive Browne Distinguished Professor of Political Science
Officer and President of The Vanguard Group and of in the School of Arts and Sciences with secondary
each of the investment companies served by The appointments at the Annenberg School for
Vanguard Group since 2008; Director of Vanguard Communication and the Graduate School of Education
Marketing Corporation; Managing Director of The of the University of Pennsylvania; Member of the
Vanguard Group (1995–2008). National Commission on the Humanities and Social
  Sciences; Trustee of Carnegie Corporation of New
IndependentTrustees York and of the National Constitution Center; Chair
  of the U. S. Presidential Commission for the Study
Emerson U. Fullwood of Bioethical Issues.
Born 1948. Trustee Since January 2008. Principal
Occupation(s) During the Past Five Years: Executive JoAnn Heffernan Heisen
Chief Staff and Marketing Officer for North America Born 1950. Trustee Since July 1998. Principal
and Corporate Vice President (retired 2008) of Xerox Occupation(s) During the Past Five Years: Corporate
Corporation (document management products and Vice President and Chief Global Diversity Officer
services); Executive in Residence and 2010 (retired 2008) and Member of the Executive
Distinguished Minett Professor at the Rochester Committee (1997–2008) of Johnson & Johnson
Institute of Technology; Director of SPX Corporation (pharmaceuticals/medical devices/consumer
(multi-industry manufacturing), the United Way of products); Director of Skytop Lodge Corporation
Rochester, Amerigroup Corporation (managed health (hotels), the University Medical Center at Princeton,
care), the University of Rochester Medical Center, the Robert Wood Johnson Foundation, and the Center
Monroe Community College Foundation, and North for Talent Innovation; Member of the Advisory Board
Carolina A&T University. of the Maxwell School of Citizenship and Public Affairs
at Syracuse University.
Rajiv L. Gupta
Born 1945. Trustee Since December 2001.2 F. Joseph Loughrey
Principal Occupation(s) During the Past Five Years: Born 1949. Trustee Since October 2009. Principal
Chairman and Chief Executive Officer (retired 2009) Occupation(s) During the Past Five Years: President
and President (2006–2008) of Rohm and Haas Co. and Chief Operating Officer (retired 2009) of Cummins
(chemicals); Director of Tyco International, Ltd. Inc. (industrial machinery); Chairman of the Board of
(diversified manufacturing and services), Hewlett- Hillenbrand, Inc. (specialized consumer services);
Packard Co. (electronic computer manufacturing), Director of SKF AB (industrial machinery), the Lumina

 


 

Foundation for Education, and Oxfam America; Executive Officers  
Chairman of the Advisory Council for the College of    
Arts and Letters and Member of the Advisory Board to Glenn Booraem  
the Kellogg Institute for International Studies at the Born 1967. Controller Since July 2010. Principal
University of Notre Dame. Occupation(s) During the Past Five Years: Principal
  of The Vanguard Group, Inc.; Controller of each of
Mark Loughridge the investment companies served by The Vanguard
Born 1953. Trustee Since March 2012. Principal Group; Assistant Controller of each of the investment
Occupation(s) During the Past Five Years: Senior Vice companies served by The Vanguard Group (2001–2010).
President and Chief Financial Officer at IBM (information    
technology services); Fiduciary Member of IBM’s Thomas J. Higgins  
Retirement Plan Committee. Born 1957. Chief Financial Officer Since September
  2008. Principal Occupation(s) During the Past Five
Scott C. Malpass Years: Principal of The Vanguard Group, Inc.; Chief
Born 1962. Trustee Since March 2012. Principal Financial Officer of each of the investment companies
Occupation(s) During the Past Five Years: Chief served by The Vanguard Group; Treasurer of each of
Investment Officer and Vice President at the University the investment companies served by The Vanguard
of Notre Dame; Assistant Professor of Finance at the Group (1998–2008).  
Mendoza College of Business at Notre Dame; Member    
of the Notre Dame 403(b) Investment Committee; Kathryn J. Hyatt  
Director of TIFF Advisory Services, Inc. (investment Born 1955. Treasurer Since November 2008. Principal
advisor); Member of the Investment Advisory Occupation(s) During the Past Five Years: Principal of
Committees of the Financial Industry Regulatory The Vanguard Group, Inc.; Treasurer of each of the
Authority (FINRA) and of Major League Baseball. investment companies served by The Vanguard
  Group; Assistant Treasurer of each of the investment
André F. Perold companies served by The Vanguard Group (1988–2008).
Born 1952. Trustee Since December 2004. Principal    
Occupation(s) During the Past Five Years: George Heidi Stam  
Gund Professor of Finance and Banking at the Harvard Born 1956. Secretary Since July 2005. Principal
Business School (retired 2011); Chief Investment Occupation(s) During the Past Five Years: Managing
Officer and Managing Partner of HighVista Strategies Director of The Vanguard Group, Inc.; General Counsel
LLC (private investment firm); Director of Rand of The Vanguard Group; Secretary of The Vanguard
Merchant Bank; Overseer of the Museum of Fine Group and of each of the investment companies
Arts Boston. served by The Vanguard Group; Director and Senior
  Vice President of Vanguard Marketing Corporation.
Alfred M. Rankin, Jr.    
Born 1941. Trustee Since January 1993. Principal Vanguard Senior ManagementTeam  
Occupation(s) During the Past Five Years: Chairman,    
President, and Chief Executive Officer of NACCO Mortimer J. Buckley Chris D. McIsaac
Industries, Inc. (housewares/lignite) and of Hyster-Yale Kathleen C. Gubanich Michael S. Miller
Materials Handling, Inc. (forklift trucks); Director of Paul A. Heller James M. Norris
the National Association of Manufacturers; Chairman Martha G. King Glenn W. Reed
of the Board of University Hospitals of Cleveland;    
Advisory Chairman of the Board of The Cleveland Chairman Emeritus and Senior Advisor  
Museum of Art.    
  John J. Brennan  
Peter F. Volanakis Chairman, 1996–2009  
Born 1955. Trustee Since July 2009. Principal Chief Executive Officer and President, 1996–2008  
Occupation(s) During the Past Five Years: President    
and Chief Operating Officer (retired 2010) of Corning Founder  
Incorporated (communications equipment); Director  
of SPX Corporation (multi-industry manufacturing); John C. Bogle  
Overseer of the Amos Tuck School of Business Chairman and Chief Executive Officer, 1974–1996  
Administration at Dartmouth College; Advisor to the    
Norris Cotton Cancer Center.    

 

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.
2 December 2002 for Vanguard Equity Income Fund, Vanguard Growth Equity Fund, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

P.O. Box 2600
Valley Forge, PA 19482-2600

 

Connect with Vanguard® > vanguard.com

Fund Information > 800-662-7447 All rights in a FTSE index (the “Index”) vest in FTSE
Direct Investor Account Services > 800-662-2739 International Limited (“FTSE”). “FTSE®” is a trademark
  of London Stock Exchange Group companies and is
Institutional Investor Services > 800-523-1036 used by FTSE under licence. The Vanguard fund (the
Text Telephone for People “Product”) has been developed solely by Vanguard. The
With Hearing Impairment > 800-749-7273 Index is calculated by FTSE or its agent. FTSE and its
  licensors are not connected to and do not sponsor,
This material may be used in conjunction advise, recommend, endorse or promote the Product
with the offering of shares of any Vanguard and do not accept any liability whatsoever to any
fund only if preceded or accompanied by person arising out of (a) the use of, reliance on or any
  error in the Index or (b) investment in or operation of
the fund’s current prospectus. the Product. FTSE makes no claim, prediction, warranty
All comparative mutual fund data are from Lipper Inc. or or representation either as to the results to be obtained
Morningstar, Inc., unless otherwise noted. from the Product or the suitability of the Index for the
  purpose to which it is being put by Vanguard.
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or sec.gov.  
 
You can review and copy information about your fund at  
the SEC’s Public Reference Room in Washington, D.C. To  
find out more about this public service, call the SEC at  
202-551-8090. Information about your fund is also  
available on the SEC’s website, and you can receive  
copies of this information, for a fee, by sending a  
request in either of two ways: via e-mail addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
 
  © 2013 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q2132 042013

 


 

 

Semiannual Report | February 28, 2013  
 
 
Vanguard U.S. Sector Index Funds
 
 
 
Vanguard Consumer Discretionary Index Fund Vanguard Industrials Index Fund
Vanguard Consumer Staples Index Fund Vanguard Information Technology Index Fund
Vanguard Energy Index Fund Vanguard Materials Index Fund
Vanguard Financials Index Fund Vanguard Telecommunication Services Index Fund
Vanguard Health Care Index Fund Vanguard Utilities Index Fund

 



 

> For the six months ended February 28, 2013, the broad U.S. stock market returned about 10%.

> Returns for the Vanguard U.S. Sector Index Funds ranged from about –1% to more than 16%.

> The industrial and financial sectors posted the strongest gains, while information technology stocks had the poorest showing.

Contents  
Your Fund’s Total Returns 1
Chairman’s Letter 2
Consumer Discretionary Index Fund 5
Consumer Staples Index Fund 15
Energy Index Fund 24
Financials Index Fund 33
Health Care Index Fund 44
Industrials Index Fund 54
Information Technology Index Fund 64
Materials Index Fund 75
Telecommunication Services Index Fund 84
Utilities Index Fund 92
About Your Fund’s Expenses 100
Glossary 102

 


Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice. Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.
See the Glossary for definitions of investment terms used in this report.
About the cover: Our cover photograph shows rigging on the HMS Surprise, a replica of an 18th-century Royal Navy frigate. It was featured in the 2003 movie Master and Commander: The Far Side of the World, which was based on Patrick O’Brian’s sea novels, set amid the Napoleonic Wars. Vanguard was named for another ship of that era, the HMS Vanguard, which was the flagship of British Admiral Horatio Nelson at the Battle of the Nile.


 

Your Fund’s Total Returns
Six Months Ended February 28, 2013

AdmiralShares1 and ETF Shares2  
 
  Total
  Returns
Vanguard Consumer  
Discretionary Index Fund 13.07%
Vanguard Consumer Discretionary ETF  
Market Price 13.08
Net Asset Value 13.08
MSCI US IMI/Consumer Discretionary 25/50 13.17
Consumer Services Funds Average3 11.44
 
Vanguard Consumer Staples Index Fund 9.49%
Vanguard Consumer Staples ETF  
Market Price 9.46
Net Asset Value 9.47
MSCI US IMI/Consumer Staples 25/50 9.56
Consumer Goods Funds Average3 11.28
 
Vanguard Energy Index Fund 9.29%
Vanguard Energy ETF  
Market Price 9.26
Net Asset Value 9.28
MSCI US IMI/Energy 25/50 9.35
Natural Resources Funds Average3 9.31
 
Vanguard Financials Index Fund 16.25%
Vanguard Financials ETF  
Market Price 16.22
Net Asset Value 16.26
MSCI US IMI/Financials 25/50 16.30
Financial Services Funds Average3 15.17
 
Vanguard Health Care Index Fund 12.78%
Vanguard Health Care ETF  
Market Price 12.81
Net Asset Value 12.78
MSCI US IMI/Health Care 25/50 12.86
Health/Biotechnology Funds Average3 11.67
 
Vanguard Industrials Index Fund 16.62%
Vanguard Industrials ETF  
Market Price 16.58
Net Asset Value 16.60
MSCI US IMI/Industrials 25/50 16.64
Industrials Funds Average3 16.88

 

Vanguard Information  
Technology Index Fund –0.99%
Vanguard Information Technology ETF  
Market Price –0.95
Net Asset Value –0.98
MSCI US IMI/Information Technology 20/50 –0.92
Science and Technology Funds Average3 4.77
 
Vanguard Materials Index Fund 10.26%
Vanguard Materials ETF  
Market Price 10.18
Net Asset Value 10.22
MSCI US IMI/Materials 25/50 10.28
Basic Materials Funds Average3 10.22
 
Vanguard Telecommunication  
Services Index Fund 4.59%
Vanguard Telecommunication Services ETF  
Market Price 4.72
Net Asset Value 4.56
MSCI US IMI/Telecommunication  
Services 25/50 4.66
Telecommunication Funds Average3 4.86
 
Vanguard Utilities Index Fund 6.41%
Vanguard Utilities ETF  
Market Price 6.45
Net Asset Value 6.42
MSCI US IMI/Utilities 25/50 6.50
Utility Funds Average3 6.83
MSCI US IMI/2500 9.79%

 

1 Admiral Shares carry lower expenses and are available to investors who meet certain account-balance requirements.
2 The Vanguard ETF® Shares shown are traded on the NYSE Arca exchange and are available only through brokers. The table provides ETF returns based on both the NYSE Arca market price and the net asset value for a share. U.S. Pat. No. 6,879,964 B2; 7,337,138; 7,720,749; 7,925,573; 8,090,646.
3 Derived from data provided by Lipper Inc.
For the ETF Shares, the market price is determined by the midpoint of the bid-offer spread as of the closing time of the New York Stock Exchange (generally 4 p.m., Eastern time). The net asset value is also determined as of the NYSE closing time. For more information about how the ETF Shares’ market prices have compared with their net asset value, visit vanguard.com, select your ETF, and then select the Price and Performance tab. The ETF premium/discount analysis there shows the percentages of days on which the ETF Shares’ market price was above or below the NAV.
Note: MSCI US IMI/2500 is the Morgan Stanley Capital International® US Investable Market 2500 Index.

1


 

 

 

 

Chairman’s Letter

The broad U.S. stock market returned about 10% for the six months ended February 28, 2013. In this investment environment, returns for Vanguard’s U.S. Sector Index Funds ranged from about –1% to more than 16%.

Five of the ten sectors outperformed the broad market, with solid, double-digit returns, while the other five turned in less impressive results. The Information Technology Index Fund was the only one to end the period in negative territory.

Stocks overcame concerns en route to substantial gains
Stocks worldwide strongly advanced over the six months, though uncertainty both at home and abroad periodically stalked the markets. International equities eclipsed their U.S. counterparts as stocks from developed and emerging markets rallied amid optimism over central bankers’ policy moves.

Despite political and fiscal challenges, international stocks returned about 13%. Rising Japanese stocks helped drive the Pacific region’s robust returns as Japan’s newly elected prime minister, Shinzo Abe, advocated aggressive monetary easing to boost his nation’s economy and preempt deflation.

European stocks benefited from the European Central Bank’s commitment to preserve the euro, climbing about 13%. Debt-crisis concerns reignited in the period’s final week, though, when Italy’s national elections ended in a political impasse amid voters’ anti-austerity message.

U.S. markets rose nearly 10% as solid corporate earnings and the Federal Reserve’s stimulus program helped boost returns. But the impending enactment of extensive, automatic federal spending cuts (known as the sequester) stoked investors’ anxiety toward the end of the six-month period.

Bonds finished flat as yields remained low
The broad U.S. taxable bond market barely squeezed out a gain for the half-year, advancing just 0.15%.

Bond returns were anemic as the yield of the benchmark 10-year U.S. Treasury note climbed during the period; it dropped back a bit in February to finish at about 1.88%, still low by historical standards. (Bond prices and yields move in opposite directions.) Investors, nervous over Italy’s unsettled election results in the period’s final week, were drawn to the perceived safety of Treasury securities.

Market Barometer      
      Total Returns
    Periods Ended February 28, 2013
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 9.72% 13.62% 5.21%
Russell 2000 Index (Small-caps) 13.02 14.02 7.35
Russell 3000 Index (Broad U.S. market) 9.97 13.65 5.38
MSCI All Country World Index ex USA (International) 13.06 6.66 –0.87
 
Bonds      
Barclays U.S. Aggregate Bond Index (Broad taxable market) 0.15% 3.12% 5.52%
Barclays Municipal Bond Index (Broad tax-exempt market) 2.01 5.01 6.79
Citigroup Three-Month U.S. Treasury Bill Index 0.05 0.08 0.34
 
CPI      
Consumer Price Index 0.78% 1.98% 1.86%

 

2


 

Although bonds can provide critical diversification benefits to a portfolio, their return prospects look much less promising than they have in recent years. As yields have tumbled, the opportunity for future bond price appreciation has greatly diminished.

Returns on money market funds and savings accounts remained minuscule as the Federal Reserve adhered to its four-year-old policy of keeping short-term interest rates between 0% and 0.25%.

Nine of the ten market sectors posted gains for the half-year
Almost all industry sectors participated in the U.S. market’s rise during the period. Industrials and financials were among the market’s top performers. Industrial stocks—which returned more than 16% for the period—were bolstered by demand both at home and abroad. While the sector posted strong returns across the board, stocks of machinery companies, industrial conglomerates, and aerospace and defense firms added most to its performance.

After the trauma of 2007–2008, financial stocks have experienced a widespread resurgence that continued throughout the six months. This sector also posted a return above 16%, with investment banks, asset management firms, and insurance companies in the lead.

The consumer discretionary and health care sectors each returned about 13% for the period. In the consumer discretionary category, stocks of media companies and specialty retailers stood out; in health care, the leaders were pharmaceutical companies and biotechnology firms. The materials sector, which returned more than 10%, was boosted by strong results from chemical companies.

The telecommunication services and utilities sectors, with returns above 4% and 6% respectively, lagged the broad market for the period. The energy and consumer staples sectors also failed to keep pace, but their gains of more than 9% were much closer to the overall market’s return. Telecom, utilities, and consumer staples stocks are typically considered defensive in nature, so it’s not uncommon for these sectors to lag the broad market when investors are gaining optimism about the economy. In the energy sector, increased crude oil and natural gas prices boosted the overall return, but not enough to keep pace with the broader market.

As I mentioned earlier, information technology was the only sector with a negative result for the period. Disappointing earnings from computer hardware companies led to a –1% return for the sector.

In saving for your future, right now is always the right time
February 25 to March 2 was “America Saves Week,” an annual event aimed at encouraging people to set aside more for their futures. I know a week devoted to promoting saving isn’t going to generate a lot of popular excitement or headlines. But it is, without a doubt, a worthy cause.

My view is that you should save more than you think you’ll need, particularly where retirement is concerned. How much? The right answer is different for everyone. The Vanguard Center for Retirement

Expense Ratios      
Your Fund Compared With Its Peer Group      
 
  Admiral ETF Peer Group
  Shares Shares Average
Consumer Discretionary Index Fund 0.14% 0.14% 1.16%
Consumer Staples Index Fund 0.14 0.14 1.11
Energy Index Fund 0.14 0.14 1.43
Financials Index Fund 0.19 0.19 1.30
Health Care Index Fund 0.14 0.14 1.35
Industrials Index Fund 0.14 0.14 0.95
Information Technology Index Fund 0.14 0.14 1.49
Materials Index Fund 0.14 0.14 0.91
Telecommunication Services Index Fund 0.14 0.14 1.33
Utilities Index Fund 0.14 0.14 1.20

The fund expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the fund’s annualized expense ratios were: for the Consumer Discretionary Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Consumer Staples Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Energy Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Financials Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Health Care Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Industrials Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Information Technology Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Materials Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Telecommunication Services Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares; for the Utilities Index Fund, 0.14% for Admiral Shares and 0.14% for ETF Shares.

 

A note on expense ratios
The Fund Profiles that follow this
letter display fund expense ratios
from the most recent prospectus.
These figures include the funds’
actual operating expenses. The
figures for the Financials Index
Fund also include “acquired fund
fees and expenses,” which result
from the fund’s holdings in business
development companies (BDCs).
 
Although the Securities and Exchange
Commission requires that BDC costs
be included in a fund’s expense ratio,
these fees are not incurred by the
fund. They have no impact on a
fund’s total return or on its tracking
error relative to an index. A footnote
to the Expense Ratio entry in the
Fund Profile reports the fund’s actual
expenses for the period, a more
relevant tally of operating costs
incurred by shareholders.

 

3


 

Research advises that a good target range is between 12% and 15% of your take-home pay, including any match from a workplace retirement plan. If you can’t afford to save that much today, start where you can and increase your savings as your circumstances allow.

If you do take steps to increase your savings now—before another “America Saves Week” comes and goes—you’ll thank yourself later. A Vanguard study titled Penny Saved, Penny Earned (available at vanguard.com/research) examined the different levers we employ to achieve financial security. Our researchers found that retirement investors looking to improve the odds of reaching their goals are likely to do better by saving more over longer periods than by relying on the possibility of higher portfolio returns.

As always, thank you for investing with Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
March 18, 2013

Your Fund’s Performance at a Glance        
August 31, 2012, Through February 28, 2013        
      Distributions Per Share
  Starting Ending Income Capital
  Share Price Share Price Dividends Gains
Consumer Discretionary Index Fund        
Admiral Shares $37.62 $41.90 $0.600 $0.000
ETF Shares 72.65 80.93 1.152 0.000
Consumer Staples Index Fund        
Admiral Shares $44.44 $47.28 $1.279 $0.000
ETF Shares 90.12 95.88 2.591 0.000
Energy Index Fund        
Admiral Shares $51.63 $55.36 $0.997 $0.000
ETF Shares 103.35 110.82 1.994 0.000
Financials Index Fund        
Admiral Shares $16.05 $18.39 $0.246 $0.000
ETF Shares 32.03 36.70 0.492 0.000
Health Care Index Fund        
Admiral Shares $35.18 $39.03 $0.601 $0.000
ETF Shares 70.32 78.02 1.198 0.000
Industrials Index Fund        
Admiral Shares $34.84 $39.80 $0.762 $0.000
ETF Shares 67.82 77.47 1.488 0.000
Information Technology Index Fund        
Admiral Shares $37.17 $36.36 $0.434 $0.000
ETF Shares 72.58 71.02 0.833 0.000
Materials Index Fund        
Admiral Shares $40.66 $44.00 $0.798 $0.000
ETF Shares 79.81 86.35 1.571 0.000
Telecommunication Services Index Fund        
Admiral Shares $36.09 $36.46 $1.260 $0.000
ETF Shares 70.82 71.55 2.469 0.000
Utilities Index Fund        
Admiral Shares $38.99 $40.64 $0.800 $0.000
ETF Shares 77.69 81.01 1.580 0.000

 

4


 

Consumer Discretionary Index Fund

Fund Profile

As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VCDAX VCR
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 1.33% 1.33%

 

Portfolio Characteristics    
    MSCI  
    US IMI/  
    Consumer MSCI
    Discretionary US IMI/
  Fund 25/50 2500
Number of Stocks 370 370 2,478
Median Market Cap $28.1B $28.1B $38.3B
Price/Earnings Ratio 18.1x 18.1x 17.3x
Price/Book Ratio 3.4x 3.4x 2.3x
Return on Equity 17.4% 17.4% 16.9%
Earnings Growth      
Rate 15.6% 15.6% 9.4%
Dividend Yield 1.5% 1.5% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 8%
Short-Term Reserves 0.0%

 

Volatility Measures    
  MSCI US  
  IMI/Consumer  
  Discretionary MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.90
Beta 1.00 1.09

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Advertising 1.3%
Apparel Retail 5.4
Apparel, Accessories & Luxury Goods 4.0
Auto Parts & Equipment 3.8
Automobile Manufacturers 3.5
Automotive Retail 2.3
Broadcasting 3.0
Cable & Satellite 10.6
Casinos & Gaming 2.5
Department Stores 2.1
Distributors 1.0
Footwear 2.3
General Merchandise Stores 3.4
Home Improvement Retail 7.2
Homebuilding 1.9
Homefurnishing Retail 1.1
Hotels, Resorts & Cruise Lines 2.8
Internet Retail 8.3
Leisure Products 1.5
Movies & Entertainment 11.8
Restaurants 10.6
Specialized Consumer Services 1.0
Specialty Stores 3.1
Other Consumer Discretionary 5.5

 

Ten Largest Holdings (% of total net assets)
 
Comcast Corp. Cable & Satellite 5.1%
Home Depot Inc. Home Improvement Retail 5.0
McDonald’s Corp. Restaurants 4.7
Amazon.com Inc. Internet Retail 4.7
Walt Disney Co. Movies & Entertainment 4.5
News Corp. Movies & Entertainment 2.8
Time Warner Inc. Movies & Entertainment 2.5
Ford Motor Co. Automobile Manufacturers 2.2
Lowe’s Cos. Inc. Home Improvement Retail 2.1
Starbucks Corp. Restaurants 2.0
Top Ten   35.6%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

5


 

Consumer Discretionary Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): January 26, 2004–February 28, 2013


Consumer Discretionary Index Fund ETF Shares Net Asset Value
Spliced US IMI/Consumer Discretionary 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 1/26/2004      
Market Price   24.60% 8.93% 5.96%
Net Asset Value   24.72 8.94 5.97
Admiral Shares 7/14/2005 24.71 8.92 5.81

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Consumer Discretionary 25/50: MSCI US IMI/Consumer Discretionary through February 26, 2010; MSCI US IMI/Consumer Discretionary 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

6


 

Consumer Discretionary Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (99.9%)    
Auto Components (4.0%)    
  Johnson Controls Inc. 245,192 7,716
* Delphi Automotive plc 108,108 4,524
* BorgWarner Inc. 41,947 3,121
* TRW Automotive Holdings    
  Corp. 40,606 2,383
^ Autoliv Inc. 34,246 2,232
  Lear Corp. 34,659 1,852
* Goodyear Tire & Rubber Co. 87,594 1,137
* Visteon Corp. 17,039 993
  Gentex Corp. 51,648 968
  Dana Holding Corp. 53,034 887
* Tenneco Inc. 21,279 754
  Cooper Tire & Rubber Co. 20,972 530
  Dorman Products Inc. 10,695 374
* American Axle &    
  Manufacturing Holdings    
  Inc. 26,094 330
  Allison Transmission    
  Holdings Inc. 12,625 292
  Drew Industries Inc. 6,940 252
  Superior Industries    
  International Inc. 8,377 182
* Gentherm Inc. 10,771 166
  Standard Motor Products    
  Inc. 6,400 158
* Modine Manufacturing Co. 14,420 119
* Fuel Systems Solutions Inc. 5,154 72
* Federal-Mogul Corp. 8,593 69
* Exide Technologies 24,545 66
* Stoneridge Inc. 9,688 63
* Tower International Inc. 2,285 28
      29,268
Automobiles (4.1%)    
  Ford Motor Co. 1,274,370 16,070
* General Motors Co. 280,783 7,623
  Harley-Davidson Inc. 80,968 4,261
*,^ Tesla Motors Inc. 22,469 783
  Thor Industries Inc. 16,345 615
* Winnebago Industries Inc. 10,275 199
      29,551
Distributors (1.0%)    
  Genuine Parts Co. 55,627 3,951
* LKQ Corp. 106,587 2,259
  Pool Corp. 16,779 767
  Core-Mark Holding Co. Inc. 3,791 182
  Weyco Group Inc. 2,410 55
      7,214
Diversified Consumer Services (1.4%)  
  H&R Block Inc. 97,213 2,417
  Service Corp. International 77,002 1,196
  Sotheby’s 24,343 931
  DeVry Inc. 20,673 620
* Apollo Group Inc. Class A 36,562 617
* Coinstar Inc. 10,982 562
  Hillenbrand Inc. 22,668 560

 

      Market
      Value
    Shares ($000)
  Weight Watchers    
  International Inc. 9,777 419
  Regis Corp. 19,964 360
* Grand Canyon Education    
  Inc. 13,655 327
  Matthews International    
  Corp. Class A 9,723 321
* Ascent Capital Group Inc.    
  Class A 4,199 288
* American Public Education    
  Inc. 6,685 260
  Stewart Enterprises Inc.    
  Class A 27,106 229
* Steiner Leisure Ltd. 4,842 228
  Strayer Education Inc. 4,089 201
* K12 Inc. 9,342 195
* Capella Education Co. 4,438 140
  Universal Technical    
  Institute Inc. 7,786 91
* ITT Educational Services    
  Inc. 6,384 88
* Bridgepoint Education Inc. 6,164 63
* Career Education Corp. 18,465 59
* Corinthian Colleges Inc. 27,691 59
      10,231
Hotels, Restaurants & Leisure (16.2%)  
  McDonald’s Corp. 359,944 34,519
  Starbucks Corp. 266,618 14,616
  Yum! Brands Inc. 161,884 10,600
  Las Vegas Sands Corp. 147,660 7,603
  Carnival Corp. 159,938 5,721
  Starwood Hotels & Resorts    
  Worldwide Inc. 70,321 4,242
* Chipotle Mexican Grill Inc.    
  Class A 11,306 3,582
  Marriott International Inc.    
  Class A 90,524 3,571
  Wynn Resorts Ltd. 28,913 3,380
  Wyndham Worldwide Corp. 50,236 3,026
  Darden Restaurants Inc. 46,128 2,134
  Royal Caribbean Cruises    
  Ltd. 50,911 1,775
* MGM Resorts International 131,611 1,644
* Panera Bread Co. Class A 10,187 1,640
  International Game    
  Technology 95,684 1,525
  Dunkin’ Brands Group Inc. 37,859 1,406
* Penn National Gaming Inc. 23,320 1,163
  Six Flags Entertainment    
  Corp. 14,199 949
  Domino’s Pizza Inc. 19,300 919
  Brinker International Inc. 26,457 883
  Vail Resorts Inc. 12,953 716
* Bally Technologies Inc. 14,663 700
* Hyatt Hotels Corp. Class A 16,292 669
  Cheesecake Factory Inc. 17,930 621
* Life Time Fitness Inc. 14,582 615
  Wendy’s Co. 106,278 605

 

      Market
      Value
    Shares ($000)
  Cracker Barrel Old Country    
  Store Inc. 7,673 578
* Buffalo Wild Wings Inc. 6,756 532
* WMS Industries Inc. 19,654 492
* Jack in the Box Inc. 14,943 473
  Burger King Worldwide Inc. 25,441 464
  Texas Roadhouse Inc.    
  Class A 23,107 447
  Bob Evans Farms Inc. 9,994 407
* DineEquity Inc. 5,701 398
  Choice Hotels International    
  Inc. 10,472 398
* Orient-Express Hotels Ltd.    
  Class A 33,959 351
* Papa John’s International    
  Inc. 6,693 348
  Churchill Downs Inc. 4,704 310
  Ameristar Casinos Inc. 11,843 310
* SHFL Entertainment Inc. 19,459 309
* Pinnacle Entertainment Inc. 21,704 304
  Interval Leisure Group Inc. 13,743 287
  International Speedway    
  Corp. Class A 9,212 278
* BJ’s Restaurants Inc. 8,835 272
* Marriott Vacations    
  Worldwide Corp. 6,556 271
* AFC Enterprises Inc. 8,412 252
* Krispy Kreme Doughnuts    
  Inc. 18,565 245
* Sonic Corp. 18,538 209
* Red Robin Gourmet    
  Burgers Inc. 4,728 203
  CEC Entertainment Inc. 6,215 188
* Denny’s Corp. 32,942 186
* Biglari Holdings Inc. 462 173
* Scientific Games Corp.    
  Class A 18,896 170
* Caesars Entertainment    
  Corp. 13,016 163
* Ruby Tuesday Inc. 17,453 128
* Boyd Gaming Corp. 19,401 127
* Bravo Brio Restaurant    
  Group Inc. 6,502 98
  Marcus Corp. 7,215 88
  Speedway Motorsports Inc. 4,888 80
* Isle of Capri Casinos Inc. 7,884 52
  Einstein Noah Restaurant    
  Group Inc. 2,353 32
* Ignite Restaurant Group    
  Inc. 2,141 30
      118,477
Household Durables (4.3%)    
  Whirlpool Corp. 27,986 3,161
  Newell Rubbermaid Inc. 103,175 2,408
* PulteGroup Inc. 123,291 2,365
  DR Horton Inc. 105,838 2,360
* Mohawk Industries Inc. 21,091 2,236
  Lennar Corp. Class A 57,034 2,201

 

7


 

Consumer Discretionary Index Fund

      Market
      Value
    Shares ($000)
* Toll Brothers Inc. 54,320 1,853
* NVR Inc. 1,711 1,727
* Jarden Corp. 26,591 1,652
  Tupperware Brands Corp. 19,866 1,554
  Leggett & Platt Inc. 50,660 1,549
  Garmin Ltd. 41,711 1,432
  Harman International    
  Industries Inc. 24,361 1,034
* Tempur-Pedic International    
  Inc. 21,454 881
  Ryland Group Inc. 16,195 579
  MDC Holdings Inc. 14,913 573
  KB Home 26,239 490
* Meritage Homes Corp. 11,916 483
* Helen of Troy Ltd. 11,001 408
* Standard Pacific Corp. 46,736 380
  La-Z-Boy Inc. 18,502 339
  Ethan Allen Interiors Inc. 9,056 253
* Hovnanian Enterprises Inc.    
  Class A 37,637 220
* iRobot Corp. 9,106 195
  American Greetings Corp.    
  Class A 11,067 179
* M/I Homes Inc. 7,388 169
* Beazer Homes USA Inc. 8,508 133
* Libbey Inc. 6,909 127
  NACCO Industries Inc.    
  Class A 1,740 101
* Cavco Industries Inc. 2,205 100
* Universal Electronics Inc. 4,566 89
  CSS Industries Inc. 2,977 72
  Blyth Inc. 3,607 52
* Zagg Inc. 6,953 51
* Sealy Corp. 15,681 34
* Skullcandy Inc. 5,144 31
      31,471
Internet & Catalog Retail (8.4%)  
* Amazon.com Inc. 129,895 34,327
* priceline.com Inc. 17,884 12,297
* Liberty Interactive Corp.    
  Class A 184,660 3,856
* Netflix Inc. 18,998 3,573
  Expedia Inc. 34,903 2,228
* TripAdvisor Inc. 39,337 1,788
* Liberty Ventures Class A 12,566 907
  HSN Inc. 13,610 728
* Shutterfly Inc. 12,349 535
* Groupon Inc. 105,462 478
* HomeAway Inc. 11,453 338
* Blue Nile Inc. 4,347 148
  PetMed Express Inc. 7,224 91
  Nutrisystem Inc. 9,147 75
* Overstock.com Inc. 5,444 63
* Vitacost.com Inc. 8,133 60
* Orbitz Worldwide Inc. 6,918 30
      61,522
Leisure Equipment & Products (1.5%)  
  Mattel Inc. 123,061 5,015
  Polaris Industries Inc. 23,562 2,058
  Hasbro Inc. 41,967 1,679
  Brunswick Corp. 31,962 1,165
  Sturm Ruger & Co. Inc. 6,680 365
* Smith & Wesson Holding    
  Corp. 23,280 222
* LeapFrog Enterprises Inc. 21,101 181
  Callaway Golf Co. 25,448 171
* Arctic Cat Inc. 4,701 171
  JAKKS Pacific Inc. 7,453 91
* Steinway Musical    
  Instruments Inc. 2,778 62
      11,180

 

      Market
      Value
    Shares ($000)
Media (27.4%)    
  Walt Disney Co. 603,623 32,952
  Comcast Corp. Class A 723,909 28,804
  Time Warner Inc. 339,529 18,053
  News Corp. Class A 594,598 17,124
* DIRECTV 206,098 9,928
  Viacom Inc. Class B 161,765 9,457
  Time Warner Cable Inc. 108,189 9,346
  CBS Corp. Class B 212,415 9,217
  Comcast Corp. 225,524 8,640
  Omnicom Group Inc. 94,759 5,452
  Virgin Media Inc. 91,496 4,245
* Liberty Media Corp. 37,621 4,063
* Discovery    
  Communications Inc.    
  Class A 51,852 3,802
  Sirius XM Radio Inc. 1,216,927 3,773
  News Corp. Class B 117,162 3,428
* Liberty Global Inc. Class A 49,189 3,389
  DISH Network Corp.    
  Class A 76,402 2,659
* Liberty Global Inc. 38,988 2,490
* Discovery    
  Communications Inc. 31,284 2,018
  Interpublic Group of Cos.    
  Inc. 155,627 1,989
  Scripps Networks    
  Interactive Inc. Class A 31,112 1,962
  Gannett Co. Inc. 82,765 1,661
* Charter Communications    
  Inc. Class A 14,508 1,253
* Madison Square Garden    
  Co. Class A 21,179 1,184
* AMC Networks Inc.    
  Class A 19,348 1,111
* Lamar Advertising Co.    
  Class A 22,497 1,040
  Cinemark Holdings Inc. 37,029 1,029
  Cablevision Systems Corp.    
  Class A 68,262 955
* Starz - Liberty Capital 37,421 695
  Washington Post Co.    
  Class B 1,654 659
  John Wiley & Sons Inc.    
  Class A 17,303 633
  Morningstar Inc. 8,433 578
* Live Nation Entertainment    
  Inc. 51,791 549
  Meredith Corp. 12,991 546
* Lions Gate Entertainment    
  Corp. 25,621 537
  Regal Entertainment    
  Group Class A 30,324 475
* New York Times Co.    
  Class A 48,407 468
  Arbitron Inc. 9,424 441
* DreamWorks Animation    
  SKG Inc. Class A 26,051 432
  Valassis Communications    
  Inc. 13,930 383
  National CineMedia Inc. 19,939 304
  Scholastic Corp. 9,944 299
  Belo Corp. Class A 32,629 282
  Sinclair Broadcast Group    
  Inc. Class A 18,268 257
* Pandora Media Inc. 20,269 247
* LIN TV Corp. Class A 10,569 120
* EW Scripps Co. Class A 10,506 114
  Harte-Hanks Inc. 15,075 110
  Clear Channel Outdoor    
  Holdings Inc. Class A 13,334 101

 

      Market
      Value
    Shares ($000)
  World Wrestling    
  Entertainment Inc. Class A 9,888 82
* Cumulus Media Inc. Class A 23,013 75
  Fisher Communications Inc. 2,002 74
* Journal Communications    
  Inc. Class A 12,197 67
* Digital Generation Inc. 8,400 65
* Entercom Communications    
  Corp. Class A 7,168 54
* McClatchy Co. Class A 20,278 53
* ReachLocal Inc. 2,848 36
* Martha Stewart Living    
  Omnimedia Class A 10,511 27
      199,787
Multiline Retail (5.5%)    
  Target Corp. 221,723 13,960
  Macy’s Inc. 141,704 5,824
* Dollar General Corp. 94,175 4,364
* Dollar Tree Inc. 81,378 3,677
  Kohl’s Corp. 78,333 3,611
  Nordstrom Inc. 57,704 3,129
  Family Dollar Stores Inc. 35,312 2,032
  JC Penney Co. Inc. 58,820 1,034
  Dillard’s Inc. Class A 10,155 809
* Big Lots Inc. 21,354 711
*,^ Sears Holdings Corp. 13,527 609
* Saks Inc. 37,404 426
  Fred’s Inc. Class A 12,309 167
* Gordmans Stores Inc. 2,986 40
      40,393
Specialty Retail (19.8%)    
  Home Depot Inc. 536,136 36,725
  Lowe’s Cos. Inc. 405,961 15,487
  TJX Cos. Inc. 261,323 11,752
* Bed Bath & Beyond Inc. 82,104 4,659
  Ross Stores Inc. 80,146 4,645
* AutoZone Inc. 11,774 4,476
* O’Reilly Automotive Inc. 41,290 4,201
  Limited Brands Inc. 87,916 4,002
  Gap Inc. 112,154 3,692
  Staples Inc. 242,534 3,197
* CarMax Inc. 82,099 3,153
  Tiffany & Co. 45,506 3,056
  Tractor Supply Co. 25,202 2,621
  PetSmart Inc. 38,531 2,509
  Advance Auto Parts Inc. 26,397 2,015
  Ulta Salon Cosmetics &    
  Fragrance Inc. 21,718 1,923
  Foot Locker Inc. 53,946 1,844
* Sally Beauty Holdings Inc. 63,995 1,775
  Signet Jewelers Ltd. 28,924 1,771
  Dick’s Sporting Goods Inc. 35,109 1,755
* Urban Outfitters Inc. 41,840 1,695
  Best Buy Co. Inc. 102,540 1,683
  GNC Holdings Inc. Class A 35,558 1,458
  Williams-Sonoma Inc. 31,383 1,425
  Abercrombie & Fitch Co. 29,567 1,379
  American Eagle Outfitters    
  Inc. 63,940 1,322
  GameStop Corp. Class A 43,272 1,084
  Chico’s FAS Inc. 59,706 1,014
* Cabela’s Inc. 16,329 826
  DSW Inc. Class A 12,020 814
* Ascena Retail Group Inc. 47,848 803
  Rent-A-Center Inc. 21,197 769
  Pier 1 Imports Inc. 34,146 767
  Aaron’s Inc. 25,777 703
  Guess? Inc. 22,882 634
* AutoNation Inc. 13,127 575
* Vitamin Shoppe Inc. 9,789 514
* Genesco Inc. 8,618 506

 

8


 

Consumer Discretionary Index Fund  
 
 
 
 
      Market
      Value
    Shares ($000)
* Hibbett Sports Inc. 9,552 505
* ANN Inc. 17,301 489
  Penske Automotive Group    
  Inc. 16,442 489
  Men’s Wearhouse Inc. 17,188 483
* Lumber Liquidators    
  Holdings Inc. 8,158 483
* Express Inc. 25,805 477
  Buckle Inc. 10,050 450
  Group 1 Automotive Inc. 7,591 438
* Office Depot Inc. 101,204 408
* Jos A Bank Clothiers Inc. 9,803 407
  Monro Muffler Brake Inc. 10,540 391
* Select Comfort Corp. 18,885 388
* Children’s Place Retail    
  Stores Inc. 8,391 381
* Aeropostale Inc. 28,640 373
  OfficeMax Inc. 30,173 361
* Asbury Automotive    
  Group Inc. 10,329 349
  Lithia Motors Inc. Class A 8,247 339
  Sonic Automotive Inc.    
  Class A 14,288 319
  Finish Line Inc. Class A 17,568 318
* Conn’s Inc. 9,650 309
* Francesca’s Holdings Corp. 12,124 309
  Stage Stores Inc. 11,001 272
  Cato Corp. Class A 9,844 253
  Brown Shoe Co. Inc. 14,923 245
* Pep Boys-Manny Moe    
  & Jack 18,461 206
* Zumiez Inc. 8,119 186
* Barnes & Noble Inc. 10,281 162
  Hot Topic Inc. 13,747 149
* rue21 inc 5,491 148
* America’s Car-Mart Inc. 2,958 141
* Mattress Firm Holding Corp. 4,755 132
  Haverty Furniture Cos. Inc. 6,492 119
  RadioShack Corp. 33,835 102
  Shoe Carnival Inc. 4,906 95
* Wet Seal Inc. Class A 30,460 90
  Destination Maternity Corp. 3,867 87
  Big 5 Sporting Goods Corp. 5,211 81
  Stein Mart Inc. 9,537 81
* Kirkland’s Inc. 5,710 66
* hhgregg Inc. 6,591 62
* Citi Trends Inc. 5,320 55
  bebe stores inc 12,712 50
  Systemax Inc. 4,370 44
* Body Central Corp. 5,207 40
* New York & Co. Inc. 8,962 39
* Coldwater Creek Inc. 7,382 27
      144,627

 

      Market
      Value
    Shares ($000)
Textiles, Apparel & Luxury Goods (6.3%)  
  NIKE Inc. Class B 258,495 14,078
  VF Corp. 31,648 5,103
  Coach Inc. 101,800 4,920
  Ralph Lauren Corp. Class A 21,823 3,786
  PVH Corp. 28,906 3,522
* Lululemon Athletica Inc. 35,982 2,412
* Fossil Inc. 18,195 1,870
* Under Armour Inc. Class A 28,345 1,397
* Hanesbrands Inc. 35,103 1,391
* Carter’s Inc. 17,809 1,005
  Wolverine World Wide Inc. 17,576 742
* Fifth & Pacific Cos. Inc. 40,878 739
* Steven Madden Ltd. 14,878 656
* Iconix Brand Group Inc. 24,780 585
* Deckers Outdoor Corp. 12,574 507
* Crocs Inc. 31,818 482
  Jones Group Inc. 28,482 329
* Tumi Holdings Inc. 12,923 305
* Skechers U.S.A. Inc.    
  Class A 14,114 295
* Quiksilver Inc. 42,713 267
^ Columbia Sportswear Co. 4,711 262
  Oxford Industries Inc. 5,142 250
  Movado Group Inc. 6,352 229
  True Religion Apparel Inc. 8,455 226
* G-III Apparel Group Ltd. 5,916 216
* Vera Bradley Inc. 6,925 174
* Maidenform Brands Inc. 8,018 154
* Unifi Inc. 5,410 85
  Perry Ellis International Inc. 4,233 69
      46,056
Total Common Stocks (Cost $611,666) 729,777
Temporary Cash Investment (0.3%)  
Money Market Fund (0.3%)    
1,2 Vanguard Market    
  Liquidity Fund, 0.143%    
  (Cost $1,726) 1,726,101 1,726
Total Investments (100.2%)    
(Cost $613,392)   731,503
Other Assets and Liabilities (–0.2%)  
Other Assets   4,847
Liabilities2   (6,047)
      (1,200)
Net Assets (100%)   730,303

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 627,385
Undistributed Net Investment Income 581
Accumulated Net Realized Losses (15,774)
Unrealized Appreciation (Depreciation) 118,111
Net Assets 730,303
 
 
Admiral Shares—Net Assets  
Applicable to 814,404 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 34,122
Net Asset Value Per Share—  
Admiral Shares $41.90
 
 
ETF Shares—Net Assets  
Applicable to 8,602,208 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 696,181
Net Asset Value Per Share—  
ETF Shares $80.93

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $1,643,000.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
2 Includes $1,726,000 of collateral received for securities on loan.
See accompanying Notes, which are an integral part of the Financial Statements.

9


 

Consumer Discretionary Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 6,067
Interest1 1
Security Lending 24
Total Income 6,092
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 46
Management and Administrative—  
Admiral Shares 13
Management and Administrative—  
ETF Shares 269
Marketing and Distribution—  
Admiral Shares 2
Marketing and Distribution—  
ETF Shares 70
Custodian Fees 8
Shareholders’ Reports—Admiral Shares
Shareholders’ Reports—ETF Shares 16
Total Expenses 424
Net Investment Income 5,668
Realized Net Gain (Loss) on  
Investment Securities Sold 11,203
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities 58,835
Net Increase (Decrease) in Net Assets  
Resulting from Operations 75,706

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 5,668 6,413
Realized Net Gain (Loss) 11,203 18,482
Change in Unrealized Appreciation (Depreciation) 58,835 53,854
Net Increase (Decrease) in Net Assets Resulting from Operations 75,706 78,749
Distributions    
Net Investment Income    
Admiral Shares (348) (131)
ETF Shares (8,873) (4,779)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (9,221) (4,910)
Capital Share Transactions    
Admiral Shares 12,580 5,695
ETF Shares 101,766 127,384
Net Increase (Decrease) from Capital Share Transactions 114,346 133,079
Total Increase (Decrease) 180,831 206,918
Net Assets    
Beginning of Period 549,472 342,554
End of Period2 730,303 549,472

 

1 Interest income from an affiliated company of the fund was $1,000.
2 Net Assets—End of Period includes undistributed net investment income of $581,000 and $4,134,000.
See accompanying Notes, which are an integral part of the Financial Statements.

10


 

Consumer Discretionary Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $37.62 $31.22 $24.76 $21.43 $25.03 $31.02
Investment Operations            
Net Investment Income .348 .483 .363 .307 .398 .2851
Net Realized and Unrealized Gain (Loss)            
on Investments 4.532 6.356 6.414 3.251 (3.603) (6.075)
Total from Investment Operations 4.880 6.839 6.777 3.558 (3.205) (5.790)
Distributions            
Dividends from Net Investment Income (.600) (.439) (.317) (.228) (.395) (.200)
Distributions from Realized Capital Gains
Total Distributions (.600) (.439) (.317) (.228) (.395) (.200)
Net Asset Value, End of Period $41.90 $37.62 $31.22 $24.76 $21.43 $25.03
 
Total Return2 13.07% 22.17% 27.36% 16.62% –12.34% –18.74%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $34 $19 $11.0 $5.3 $1.3 $0.7
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 1.73% 1.48% 1.25% 1.28% 1.58% 1.11%
Portfolio Turnover Rate3 8% 6% 7% 7% 5% 12%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

11


 

Consumer Discretionary Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $72.65 $60.29 $47.80 $41.37 $48.38 $60.02
Investment Operations            
Net Investment Income .670 .936 .698 .581 .764 .5921
Net Realized and Unrealized Gain (Loss)            
on Investments 8.762 12.277 12.392 6.286 (6.988) (11.772)
Total from Investment Operations 9.432 13.213 13.090 6.867 (6.224) (11.180)
Distributions            
Dividends from Net Investment Income (1.152) (.853) (.600) (.437) (.786) (.460)
Distributions from Realized Capital Gains
Total Distributions (1.152) (.853) (.600) (.437) (.786) (.460)
Net Asset Value, End of Period $80.93 $72.65 $60.29 $47.80 $41.37 $48.38
 
Total Return 13.08% 22.18% 27.37% 16.62% –12.32% –18.70%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $696 $531 $332 $234 $141 $257
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 1.73% 1.48% 1.25% 1.28% 1.61% 1.16%
Portfolio Turnover Rate2 8% 6% 7% 7% 5% 12%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

12


 

Consumer Discretionary Index Fund

Notes to Financial Statements

Vanguard Consumer Discretionary Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

5. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $90,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.04% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

13


 

Consumer Discretionary Index Fund

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $11,410,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $15,567,000 to offset future net capital gains. Of this amount, $15,150,000 is subject to expiration dates; $36,000 may be used to offset future net capital gains through August 31, 2013, $86,000 through August 31, 2014, $178,000 through August 31, 2015, $1,527,000 through August 31, 2016, $4,557,000 through August 2017, $7,273,000 through August 31, 2018, and $1,493,000 through August 31, 2019. Capital losses of $417,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $613,392,000. Net unrealized appreciation of investment securities for tax purposes was $118,111,000, consisting of unrealized gains of $141,531,000 on securities that had risen in value since their purchase and $23,420,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $165,239,000 of investment securities and sold $55,730,000 of investment securities, other than temporary cash investments. Purchases and sales include $131,909,000 and $29,596,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 19,205 475 9,960 283
Issued in Lieu of Cash Distributions 298 8 110 3
Redeemed1 (6,923) (173) (4,375) (128)
Net Increase (Decrease)—Admiral Shares 12,580 310 5,695 158
ETF Shares        
Issued 131,946 1,700 174,719 2,500
Issued in Lieu of Cash Distributions
Redeemed1 (30,180) (400) (47,335) (700)
Net Increase (Decrease)—ETF Shares 101,766 1,300 127,384 1,800

1 Net of redemption fees for fiscal 2012 of $3,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

14


 

Consumer Staples Index Fund

Fund Profile

As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VCSAX VDC
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 2.55% 2.55%

 

Portfolio Characteristics    
    MSCI  
    US IMI/  
    Consumer MSCI
    Staples US IMI/
  Fund 25/50 2500
Number of Stocks 108 108 2,478
Median Market Cap $65.5B $65.5B $38.3B
Price/Earnings Ratio 18.8x 18.8x 17.3x
Price/Book Ratio 3.8x 3.8x 2.3x
Return on Equity 21.6% 21.6% 16.9%
Earnings Growth Rate 7.9% 7.9% 9.4%
Dividend Yield 2.7% 2.7% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 9%
Short-Term Reserves 0.0%

 

Volatility Measures    
  MSCI US  
  IMI/Consumer MSCI US
  Staples 25/50 IMI/2500
R-Squared 1.00 0.61
Beta 1.00 0.50

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Agricultural Products 2.7%
Distillers & Vintners 1.6
Drug Retail 6.5
Food Distributors 1.7
Food Retail 3.2
Household Products 20.2
Hypermarkets & Super Centers 10.4
Packaged Foods & Meats 17.2
Personal Products 2.6
Soft Drinks 17.9
Tobacco 15.4
Other Consumer Staples 0.6

 

Ten Largest Holdings (% of total net assets)
 
Procter &    
Gamble Co. Household Products 12.5%
Coca-Cola Co. Soft Drinks 9.2
Philip Morris    
International Inc. Tobacco 9.0
Wal-Mart Hypermarkets  
Stores Inc. & Super Centers 7.4
PepsiCo Inc. Soft Drinks 6.7
Altria Group Inc. Tobacco 4.1
CVS Caremark    
Corp. Drug Retail 4.1
Colgate-Palmolive    
Co. Household Products 3.5
Mondelez    
International Inc.    
Class A Packaged Foods & Meats 2.8
Costco Wholesale Hypermarkets  
Corp. & Super Centers 2.8
Top Ten   62.1%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

15


 

Consumer Staples Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): January 26, 2004–February 28, 2013


Consumer Staples Index Fund ETF Shares Net Asset Value
Spliced US IMI/Consumer Staples 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 1/26/2004      
Market Price   11.02% 7.03% 8.58%
Net Asset Value   11.07 7.01 8.58
Admiral Shares 1/30/2004 11.09 7.00 8.62

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Consumer Staples 25/50: MSCI US IMI/Consumer Staples through February 26, 2010; MSCI US IMI/Consumer Staples 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

16


 

Consumer Staples Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (99.9%)    
Beverages (20.0%)    
  Coca-Cola Co. 3,286,350 127,247
  PepsiCo Inc. 1,228,151 93,057
  Coca-Cola Enterprises Inc. 266,124 9,522
  Dr Pepper Snapple Group    
  Inc. 194,437 8,481
  Beam Inc. 131,252 8,010
  Brown-Forman Corp.    
  Class B 114,474 7,512
* Monster Beverage Corp. 137,369 6,928
* Constellation Brands Inc.    
  Class A 151,171 6,688
  Molson Coors Brewing    
  Co. Class B 142,142 6,284
* Boston Beer Co. Inc.    
  Class A 11,161 1,735
  Coca-Cola Bottling Co.    
  Consolidated 12,290 804
  National Beverage Corp. 46,423 621
*,^ Central European    
  Distribution Corp. 261,322 189
      277,078
Food & Staples Retailing (21.7%)  
  Wal-Mart Stores Inc. 1,451,616 102,745
  CVS Caremark Corp. 1,101,576 56,312
  Costco Wholesale Corp. 378,030 38,291
  Walgreen Co. 765,538 31,341
  Sysco Corp. 521,153 16,760
  Whole Foods Market Inc. 155,532 13,317
  Kroger Co. 445,993 13,027
  Safeway Inc. 233,230 5,565
* United Natural Foods Inc. 51,258 2,595
  Casey’s General Stores    
  Inc. 42,123 2,384
  Harris Teeter    
  Supermarkets Inc. 53,861 2,316
* Fresh Market Inc. 44,592 2,079
  PriceSmart Inc. 24,111 1,788
* Rite Aid Corp. 918,823 1,507
  Andersons Inc. 26,393 1,295
^ SUPERVALU Inc. 319,609 1,269
* Susser Holdings Corp. 26,893 1,191
  Weis Markets Inc. 23,155 937
  Spartan Stores Inc. 49,772 829
  Ingles Markets Inc.    
  Class A 36,090 742
* Pantry Inc. 57,305 713
* Chefs’ Warehouse Inc. 39,315 708
  Nash Finch Co. 36,807 706
  Village Super Market Inc.    
  Class A 20,653 676
  Roundy’s Inc. 21,470 123
      299,216

 

      Market
      Value
    Shares ($000)
Food Products (19.9%)    
  Mondelez International Inc.    
  Class A 1,391,610 38,478
  General Mills Inc. 570,068 26,366
  Kraft Foods Group Inc. 463,951 22,488
  HJ Heinz Co. 284,362 20,596
  Archer-Daniels-Midland Co. 586,150 18,675
  Mead Johnson Nutrition Co. 182,634 13,681
  Kellogg Co. 225,251 13,628
  ConAgra Foods Inc. 372,318 12,700
  Hershey Co. 141,641 11,804
  Bunge Ltd. 133,772 9,914
  JM Smucker Co. 101,457 9,669
  McCormick & Co. Inc. 112,073 7,539
  Campbell Soup Co. 178,121 7,332
  Tyson Foods Inc. Class A 275,060 6,236
* Green Mountain Coffee    
  Roasters Inc. 122,210 5,837
  Hormel Foods Corp. 140,765 5,266
  Ingredion Inc. 75,320 4,986
  Hillshire Brands Co. 122,773 3,978
  Flowers Foods Inc. 127,975 3,606
* Smithfield Foods Inc. 147,355 3,277
* Dean Foods Co. 195,445 3,244
* TreeHouse Foods Inc. 40,600 2,371
* Hain Celestial Group Inc. 42,141 2,307
* Darling International Inc. 132,995 2,220
  B&G Foods Inc. 64,210 1,888
  Lancaster Colony Corp. 23,880 1,747
* Post Holdings Inc. 43,921 1,698
  Snyders-Lance Inc. 62,723 1,553
  Fresh Del Monte Produce    
  Inc. 55,378 1,445
  J&J Snack Foods Corp. 20,784 1,439
  Sanderson Farms Inc. 27,251 1,382
* Pilgrim’s Pride Corp. 117,068 1,031
  Cal-Maine Foods Inc. 25,444 1,030
  Tootsie Roll Industries Inc. 35,013 983
* Dole Food Co. Inc. 76,348 855
  Calavo Growers Inc. 29,459 829
* Boulder Brands Inc. 95,411 813
* Chiquita Brands    
  International Inc. 114,359 710
* Diamond Foods Inc. 45,503 707
* Seneca Foods Corp.    
  Class A 22,187 677
* Annie’s Inc. 2,798 117
      275,102
Household Products (20.3%)    
  Procter & Gamble Co. 2,269,571 172,896
  Colgate-Palmolive Co. 416,599 47,671
  Kimberly-Clark Corp. 343,468 32,382
  Clorox Co. 114,809 9,645
  Church & Dwight Co. Inc. 129,670 8,034
  Energizer Holdings Inc. 59,926 5,509

 

      Market
      Value
    Shares ($000)
  Spectrum Brands Holdings    
  Inc. 30,044 1,625
  WD-40 Co. 22,721 1,232
* Central Garden and Pet Co.    
  Class A 80,135 700
* Central Garden and Pet Co. 59,859 529
      280,223
Personal Products (2.6%)    
  Estee Lauder Cos. Inc.    
  Class A 212,726 13,636
  Avon Products Inc. 406,007 7,937
  Herbalife Ltd. 108,918 4,388
  Nu Skin Enterprises Inc.    
  Class A 60,093 2,476
* Prestige Brands Holdings    
  Inc. 66,619 1,585
* Elizabeth Arden Inc. 34,408 1,338
  Inter Parfums Inc. 37,169 931
* Revlon Inc. Class A 39,536 892
*,^ USANA Health Sciences    
  Inc. 18,030 799
* Medifast Inc. 34,044 789
  Nature’s Sunshine Products  
  Inc. 46,510 673
* Star Scientific Inc. 238,502 422
      35,866
Tobacco (15.4%)    
  Philip Morris International    
  Inc. 1,360,612 124,836
  Altria Group Inc. 1,695,119 56,871
  Lorillard Inc. 352,707 13,593
  Reynolds American Inc. 305,287 13,335
  Universal Corp. 29,817 1,664
  Vector Group Ltd. 75,986 1,220
* Alliance One International    
  Inc. 222,863 831
      212,350
Total Common Stocks    
(Cost $1,136,977)   1,379,835
Temporary Cash Investment (0.1%)  
Money Market Fund (0.1%)    
1,2 Vanguard Market    
  Liquidity Fund, 0.143%    
  (Cost $1,834) 1,834,528 1,834
Total Investments (100.0%)    
(Cost $1,138,811)   1,381,669
Other Assets and Liabilities (0.0%)  
Other Assets   13,197
Liabilities2   (14,152)
      (955)
Net Assets (100%)   1,380,714

 

17


 

Consumer Staples Index Fund

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 1,149,123
Undistributed Net Investment Income 3,092
Accumulated Net Realized Losses (14,359)
Unrealized Appreciation (Depreciation) 242,858
Net Assets 1,380,714
 
 
Admiral Shares—Net Assets  
Applicable to 2,792,981 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 132,048
Net Asset Value Per Share—  
Admiral Shares $47.28
 
 
ETF Shares—Net Assets  
Applicable to 13,022,685 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 1,248,666
Net Asset Value Per Share—  
ETF Shares $95.88

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $984,000.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
2 Includes $1,151,000 of collateral received for securities on loan.
See accompanying Notes, which are an integral part of the Financial Statements.

18


 

Consumer Staples Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 21,263
Interest1 1
Security Lending 96
Total Income 21,360
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 86
Management and Administrative—  
Admiral Shares 61
Management and Administrative—  
ETF Shares 518
Marketing and Distribution—  
Admiral Shares 10
Marketing and Distribution—  
ETF Shares 148
Custodian Fees 12
Shareholders’ Reports—Admiral Shares
Shareholders’ Reports—ETF Shares 44
Trustees’ Fees and Expenses 1
Total Expenses 880
Net Investment Income 20,480
Realized Net Gain (Loss) on  
Investment Securities Sold 30,917
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities 66,770
Net Increase (Decrease) in Net Assets  
Resulting from Operations 118,167

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 20,480 28,645
Realized Net Gain (Loss) 30,917 19,818
Change in Unrealized Appreciation (Depreciation) 66,770 112,629
Net Increase (Decrease) in Net Assets Resulting from Operations 118,167 161,092
Distributions    
Net Investment Income    
Admiral Shares (3,154) (1,495)
ETF Shares (33,224) (20,079)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (36,378) (21,574)
Capital Share Transactions    
Admiral Shares 19,793 36,699
ETF Shares 64,146 199,750
Net Increase (Decrease) from Capital Share Transactions 83,939 236,449
Total Increase (Decrease) 165,728 375,967
Net Assets    
Beginning of Period 1,214,986 839,019
End of Period2 1,380,714 1,214,986

 

1 Interest income from an affiliated company of the fund was $1,000.
2 Net Assets—End of Period includes undistributed net investment income of $3,092,000 and $18,990,000.
See accompanying Notes, which are an integral part of the Financial Statements.

19


 

Consumer Staples Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $44.44 $38.94 $32.92 $30.62 $34.06 $33.22
Investment Operations            
Net Investment Income .689 1.077 .956 .8601 .7771 .6341
Net Realized and Unrealized Gain (Loss)            
on Investments 3.430 5.357 6.013 2.290 (3.648) .766
Total from Investment Operations 4.119 6.434 6.969 3.150 (2.871) 1.400
Distributions            
Dividends from Net Investment Income (1.279) (.934) (.949) (.850) (.569) (.560)
Distributions from Realized Capital Gains
Total Distributions (1.279) (.934) (.949) (.850) (.569) (.560)
Net Asset Value, End of Period $47.28 $44.44 $38.94 $32.92 $30.62 $34.06
 
Total Return2 9.49% 16.81% 21.39% 10.34% –8.26% 4.15%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $132 $105 $57 $30 $29 $18
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 3.23% 2.80% 2.74% 2.61% 2.77% 1.88%
Portfolio Turnover Rate3 9% 7% 7% 7% 17% 13%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

20


 

Consumer Staples Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $90.12 $78.96 $66.72 $62.07 $69.04 $67.35
Investment Operations            
Net Investment Income 1.398 2.180 1.933 1.7531 1.6161 1.3271
Net Realized and Unrealized Gain (Loss)            
on Investments 6.953 10.874 12.213 4.635 (7.413) 1.522
Total from Investment Operations 8.351 13.054 14.146 6.388 (5.797) 2.849
Distributions            
Dividends from Net Investment Income (2.591) (1.894) (1.906) (1.738) (1.173) (1.159)
Distributions from Realized Capital Gains
Total Distributions (2.591) (1.894) (1.906) (1.738) (1.173) (1.159)
Net Asset Value, End of Period $95.88 $90.12 $78.96 $66.72 $62.07 $69.04
 
Total Return 9.47% 16.80% 21.41% 10.33% –8.22% 4.18%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $1,249 $1,110 $782 $547 $552 $518
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 3.23% 2.80% 2.74% 2.61% 2.80% 1.93%
Portfolio Turnover Rate2 9% 7% 7% 7% 17% 13%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

21


 

Consumer Staples Index Fund

Notes to Financial Statements

Vanguard Consumer Staples Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

5. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $168,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.07% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

22


 

Consumer Staples Index Fund

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $27,653,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $17,620,000 to offset future net capital gains. Of this amount, $15,530,000 is subject to expiration dates; $219,000 may be used to offset future net capital gains through August 31, 2015, $2,261,000 through August 31, 2016, $2,671,000 through August 31, 2017, and $10,379,000 through August 31, 2018. Capital losses of $2,090,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernnization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $1,138,811,000. Net unrealized appreciation of investment securities for tax purposes was $242,858,000, consisting of unrealized gains of $254,989,000 on securities that had risen in value since their purchase and $12,131,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $217,289,000 of investment securities and sold $150,758,000 of investment securities, other than temporary cash investments. Purchases and sales include $155,464,000 and $91,285,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 39,745 881 50,307 1,210
Issued in Lieu of Cash Distributions 2,782 63 1,284 32
Redeemed1 (22,734) (504) (14,892) (358)
Net Increase (Decrease)—Admiral Shares 19,793 440 36,699 884
ETF Shares        
Issued 155,612 1,701 276,149 3,320
Issued in Lieu of Cash Distributions
Redeemed1 (91,466) (1,000) (76,399) (900)
Net Increase (Decrease)—ETF Shares 64,146 701 199,750 2,420

1 Net of redemption fees for fiscal 2012 of $41,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

23


 

Energy Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VENAX VDE
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 1.80% 1.80%

 

Portfolio Characteristics    
    MSCI  
    US IMI/ MSCI
    Energy US IMI/
  Fund 25/50 2500
Number of Stocks 169 168 2,478
Median Market Cap $42.0B $42.0B $38.3B
Price/Earnings Ratio 13.6x 13.6x 17.3x
Price/Book Ratio 1.9x 1.9x 2.3x
Return on Equity 17.4% 17.4% 16.9%
Earnings Growth Rate 1.1% 1.1% 9.4%
Dividend Yield 1.9% 1.9% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 12%
Short-Term Reserves 0.0%

 

Volatility Measures    
  MSCI US  
  IMI/Energy MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.82
Beta 1.00 1.32

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Coal & Consumable Fuels 1.1%
Integrated Oil & Gas 41.8
Oil & Gas Drilling 3.2
Oil & Gas Equipment & Services 17.1
Oil & Gas Exploration & Production 24.8
Oil & Gas Refining & Marketing 7.0
Oil & Gas Storage & Transportation 5.0

 

Ten Largest Holdings (% of total net assets)
 
Exxon Mobil Corp. Integrated Oil & Gas 22.6%
Chevron Corp. Integrated Oil & Gas 13.4
Schlumberger Ltd. Oil & Gas Equipment  
  & Services 6.0
ConocoPhillips Oil & Gas Exploration  
  & Production 3.9
Occidental    
Petroleum Corp. Integrated Oil & Gas 3.9
Anadarko Oil & Gas Exploration  
Petroleum Corp. & Production 2.3
Halliburton Co. Oil & Gas Equipment  
  & Services 2.2
Phillips 66 Oil & Gas Refining  
  & Marketing 2.2
EOG Oil & Gas Exploration  
Resources Inc. & Production 2.0
National Oilwell Oil & Gas Equipment  
Varco Inc. & Services 1.7
Top Ten   60.2%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

24


 

Energy Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): September 23, 2004–February 28, 2013


Energy Index Fund ETF Shares Net Asset Value
Spliced US IMI/Energy 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 9/23/2004      
Market Price   3.47% –0.46% 10.76%
Net Asset Value   3.46 –0.48 10.75
Admiral Shares 10/7/2004 3.49 –0.49 10.04

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Energy 25/50: MSCI US IMI/Energy through February 26, 2010; MSCI US IMI/Energy 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

25


 

Energy Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (100.0%)    
Energy Equipment & Services (20.3%)    
  Oil & Gas Drilling (3.2%)    
  Ensco plc Class A 294,764 17,727
  Noble Corp. 376,001 13,468
  Helmerich & Payne Inc. 158,369 10,494
* Nabors Industries Ltd. 439,819 7,371
  Diamond Offshore Drilling    
  Inc. 105,174 7,329
* Rowan Cos. plc Class A 188,729 6,528
  Patterson-UTI Energy Inc. 229,152 5,348
* Atwood Oceanics Inc. 90,945 4,652
* Unit Corp. 69,501 3,161
* Hercules Offshore Inc. 233,554 1,583
* Parker Drilling Co. 220,737 1,051
* Pioneer Energy Services    
  Corp. 120,008 1,048
* Vantage Drilling Co. 481,185 784
 
  Oil & Gas Equipment & Services (17.1%)
  Schlumberger Ltd. 1,942,646 151,235
  Halliburton Co. 1,349,065 56,000
  National Oilwell Varco Inc. 622,004 42,377
  Baker Hughes Inc. 644,892 28,904
* Cameron International    
  Corp. 364,449 23,223
* FMC Technologies Inc. 352,238 18,285
* Weatherford International    
  Ltd. 1,128,114 13,402
  Oceaneering International    
  Inc. 161,746 10,285
  Core Laboratories NV 70,100 9,614
* Dresser-Rand Group Inc. 114,740 7,075
* Superior Energy Services    
  Inc. 240,072 6,350
* Oil States International Inc. 82,530 6,285
* McDermott International    
  Inc. 364,225 4,633
* Dril-Quip Inc. 53,342 4,386
  Tidewater Inc. 78,034 3,693
* Helix Energy Solutions    
  Group Inc. 156,827 3,671
  Lufkin Industries Inc. 53,028 3,435
  Bristow Group Inc. 56,938 3,317
  CARBO Ceramics Inc. 33,341 3,027
* Exterran Holdings Inc. 96,029 2,423
* Hornbeck Offshore    
  Services Inc. 55,166 2,345
  SEACOR Holdings Inc. 32,553 2,262
* Key Energy Services Inc. 239,229 2,053
* Geospace Technologies    
  Corp. 20,268 1,973
  RPC Inc. 112,105 1,814
* C&J Energy Services Inc. 72,218 1,748
  Gulfmark Offshore Inc. 41,890 1,496
* ION Geophysical Corp. 220,639 1,465
* TETRA Technologies Inc. 150,318 1,387

 

      Market
      Value
    Shares ($000)
* Newpark Resources Inc. 156,099 1,375
^,* Heckmann Corp. 291,465 1,038
* Basic Energy Services Inc. 60,314 882
* Tesco Corp. 68,295 868
* Matrix Service Co. 53,858 838
* PHI Inc. 26,324 831
  Gulf Island Fabrication Inc. 31,769 756
* Era Group Inc. 35,453 716
* Willbros Group Inc. 91,209 616
* Dawson Geophysical Co. 19,417 600
* Cal Dive International Inc. 259,910 470
* RigNet Inc. 21,758 427
* Global Geophysical    
  Services Inc. 82,905 194
* Forum Energy Technologies  
  Inc. 2,587 69
      508,387
Oil, Gas & Consumable Fuels (79.7%)  
  Coal & Consumable Fuels (1.1%)  
  CONSOL Energy Inc. 340,638 10,952
  Peabody Energy Corp. 403,353 8,696
* Alpha Natural Resources    
  Inc. 351,419 2,804
  Arch Coal Inc. 356,089 1,862
* Cloud Peak Energy Inc. 104,927 1,798
^,* Solazyme Inc. 72,925 637
* Uranium Energy Corp. 214,632 496
^,* James River Coal Co. 140,830 373
^,* KiOR Inc. 57,803 319
 
  Integrated Oil & Gas (41.8%)  
  Exxon Mobil Corp. 6,323,316 566,253
  Chevron Corp. 2,861,348 335,207
  Occidental Petroleum    
  Corp. 1,178,025 96,987
  Hess Corp. 452,959 30,122
  Murphy Oil Corp. 273,907 16,675
 
  Oil & Gas Exploration & Production (24.8%)
  ConocoPhillips 1,689,069 97,882
  Anadarko Petroleum Corp. 730,324 58,119
  EOG Resources Inc. 394,722 49,620
  Apache Corp. 563,159 41,826
  Marathon Oil Corp. 1,039,334 34,818
  Devon Energy Corp. 566,747 30,752
  Noble Energy Inc. 262,053 29,043
  Pioneer Natural Resources    
  Co. 195,427 24,587
  Chesapeake Energy Corp. 983,339 19,824
  Cabot Oil & Gas Corp. 311,375 19,296
  Range Resources Corp. 241,167 18,522
* Southwestern Energy Co. 519,464 17,802
  EQT Corp. 222,804 14,057
* Concho Resources Inc. 147,928 13,308
* Denbury Resources Inc. 579,088 10,493
* Plains Exploration &    
  Production Co. 194,023 8,803
  Cimarex Energy Co. 130,138 8,760

 

      Market
      Value
    Shares ($000)
* Whiting Petroleum Corp. 176,960 8,618
* Cobalt International Energy    
  Inc. 340,569 8,402
  QEP Resources Inc. 268,606 8,182
* Continental Resources Inc. 70,635 6,216
  SM Energy Co. 100,694 5,828
  Energen Corp. 110,774 5,122
* Gulfport Energy Corp. 118,259 4,843
* Newfield Exploration Co. 207,789 4,804
* WPX Energy Inc. 308,041 4,371
* Oasis Petroleum Inc. 116,195 4,264
* Ultra Petroleum Corp. 238,423 4,067
* Rosetta Resources Inc. 81,812 3,983
* Kodiak Oil & Gas Corp. 414,386 3,688
  Berry Petroleum Co.    
  Class A 74,330 3,402
^,* SandRidge Energy Inc. 580,083 3,306
  Energy XXI Bermuda Ltd. 106,819 3,176
* McMoRan Exploration Co. 169,463 2,727
* Gran Tierra Energy Inc. 453,123 2,719
* PDC Energy Inc. 50,117 2,337
* Halcon Resources Corp. 300,919 2,136
* Stone Energy Corp. 80,700 1,650
* Bonanza Creek Energy Inc. 48,620 1,645
* Carrizo Oil & Gas Inc. 67,542 1,587
* Bill Barrett Corp. 85,129 1,537
  EXCO Resources Inc. 229,122 1,521
* Approach Resources Inc. 60,966 1,509
* EPL Oil & Gas Inc. 58,253 1,499
* Northern Oil and Gas Inc. 106,107 1,455
* Forest Oil Corp. 213,055 1,236
* Laredo Petroleum Holdings    
  Inc. 70,853 1,214
* Comstock Resources Inc. 85,287 1,204
* Magnum Hunter Resources    
  Corp. 297,074 1,150
* Rex Energy Corp. 83,931 1,131
* Swift Energy Co. 80,931 1,094
  W&T Offshore Inc. 69,883 1,038
* Resolute Energy Corp. 98,886 1,007
  Contango Oil & Gas Co. 24,970 968
* Vaalco Energy Inc. 111,086 901
* Goodrich Petroleum Corp. 57,264 738
* Triangle Petroleum Corp. 100,877 632
* Clayton Williams Energy    
  Inc. 15,002 596
* BPZ Resources Inc. 234,629 577
  Penn Virginia Corp. 138,403 563
* TransAtlantic Petroleum    
  Ltd. 568,026 557
* PetroQuest Energy Inc. 144,670 556
* Sanchez Energy Corp. 29,849 552
* Harvest Natural Resources    
  Inc. 98,174 531
* Abraxas Petroleum Corp. 236,627 485
* Warren Resources Inc. 184,033 482
* FX Energy Inc. 133,875 473
* Quicksilver Resources Inc. 241,929 450

 

26


 

Energy Index Fund

      Market
      Value
    Shares ($000)
  Apco Oil and Gas    
  International Inc. 26,107 347
* Endeavour International    
  Corp. 128,881 326
* Hyperdynamics Corp. 582,824 303
* Lone Pine Resources Inc. 213,786 220
^,* ZaZa Energy Corp. 120,638 192
* Midstates Petroleum Co.    
  Inc. 10,095 75
* Matador Resources Co. 7,057 55
 
  Oil & Gas Refining & Marketing (7.0%)
  Phillips 66 872,510 54,933
  Marathon Petroleum Corp. 498,660 41,329
  Valero Energy Corp. 814,205 37,120
  HollyFrontier Corp. 286,567 16,105
  Tesoro Corp. 209,876 11,803
  World Fuel Services Corp. 111,798 4,252
  Western Refining Inc. 91,231 3,274
  CVR Energy Inc. 30,013 1,686
^,* Clean Energy Fuels Corp. 122,950 1,547
  Rentech Inc. 421,929 1,152
  Delek US Holdings Inc. 24,323 909
  Alon USA Energy Inc. 39,609 772
* Green Plains Renewable    
  Energy Inc. 61,254 580
^,* Amyris Inc. 134,207 393
 
  Oil & Gas Storage & Transportation (5.0%)
  Kinder Morgan Inc. 961,715 35,651
  Williams Cos. Inc. 941,558 32,681
  Spectra Energy Corp. 961,826 27,931
* Kinder Morgan    
  Management LLC 154,407 12,790
* Cheniere Energy Inc. 289,436 6,165
  Targa Resources Corp. 47,645 2,906
* SemGroup Corp. Class A 60,558 2,791
  Enbridge Energy    
  Management LLC 78,414 2,143
  Crosstex Energy Inc. 74,663 1,245
      1,995,098
Total Common Stocks    
(Cost $2,168,873)   2,503,485
Temporary Cash Investment (0.1%)  
Money Market Fund (0.1%)    
1,2 Vanguard Market    
  Liquidity Fund, 0.143%    
  (Cost $3,199) 3,199,000 3,199
Total Investments (100.1%)    
(Cost $2,172,072)   2,506,684
Other Assets and Liabilities (–0.1%)  
Other Assets   108,526
Liabilities2   (112,173)
      (3,647)
Net Assets (100%)   2,503,037

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 2,230,976
Undistributed Net Investment Income 8,932
Accumulated Net Realized Losses (71,483)
Unrealized Appreciation (Depreciation) 334,612
Net Assets 2,503,037
 
 
Admiral Shares—Net Assets  
Applicable to 7,870,824 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 435,730
Net Asset Value Per Share—  
Admiral Shares $55.36
 
 
ETF Shares—Net Assets  
Applicable to 18,654,595 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 2,067,307
Net Asset Value Per Share—  
ETF Shares $110.82

 

See Note A in Notes to Financial Statements.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $2,996,000.
* Non-income-producing security.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
2 Includes $3,199,000 of collateral received for securities on loan.
See accompanying Notes, which are an integral part of the Financial Statements.

27


 

Energy Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 24,304
Interest1 3
Security Lending 278
Total Income 24,585
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 127
Management and Administrative—  
Admiral Shares 161
Management and Administrative—  
ETF Shares 923
Marketing and Distribution—  
Admiral Shares 27
Marketing and Distribution—  
ETF Shares 235
Custodian Fees 14
Shareholders’ Reports—Admiral Shares 2
Shareholders’ Reports—ETF Shares 68
Trustees’ Fees and Expenses 1
Total Expenses 1,558
Net Investment Income 23,027
Realized Net Gain (Loss) on  
Investment Securities Sold 17,033
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities 165,503
Net Increase (Decrease) in Net Assets  
Resulting from Operations 205,563

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 23,027 36,781
Realized Net Gain (Loss) 17,033 81,378
Change in Unrealized Appreciation (Depreciation) 165,503 (30,428)
Net Increase (Decrease) in Net Assets Resulting from Operations 205,563 87,731
Distributions    
Net Investment Income    
Admiral Shares (4,899) (3,683)
ETF Shares (36,201) (27,747)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (41,100) (31,430)
Capital Share Transactions    
Admiral Shares 154,849 10,975
ETF Shares 12,862 84,815
Net Increase (Decrease) from Capital Share Transactions 167,711 95,790
Total Increase (Decrease) 332,174 152,091
Net Assets    
Beginning of Period 2,170,863 2,018,772
End of Period2 2,503,037 2,170,863

 

1 Interest income from an affiliated company of the fund was $3,000.
2 Net Assets—End of Period includes undistributed net investment income of $8,932,000 and $27,005,000.
See accompanying Notes, which are an integral part of the Financial Statements.

28


 

Energy Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $51.63 $50.17 $37.58 $37.34 $54.66 $50.36
Investment Operations            
Net Investment Income .553 .913 .708 .654 .578 .504
Net Realized and Unrealized Gain (Loss)            
on Investments 4.174 1.358 12.508 .166 (17.335) 4.246
Total from Investment Operations 4.727 2.271 13.216 .820 (16.757) 4.750
Distributions            
Dividends from Net Investment Income (.997) (.811) (.626) (.580) (.563) (.450)
Distributions from Realized Capital Gains
Total Distributions (.997) (.811) (.626) (.580) (.563) (.450)
Net Asset Value, End of Period $55.36 $51.63 $50.17 $37.58 $37.34 $54.66
 
Total Return1 9.29% 4.61% 35.21% 2.05% –30.51% 9.42%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $436 $254 $237 $131 $108 $148
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 2.06% 1.81% 1.48% 1.71% 1.81% 0.99%
Portfolio Turnover Rate2 12% 12% 11% 16% 25% 11%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

29


 

Energy Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $103.35 $100.41 $75.20 $74.74 $109.54 $100.92
Investment Operations            
Net Investment Income 1.103 1.827 1.417 1.312 1.191 1.059
Net Realized and Unrealized Gain (Loss)            
on Investments 8.361 2.731 25.040 .341 (34.808) 8.501
Total from Investment Operations 9.464 4.558 26.457 1.653 (33.617) 9.560
Distributions            
Dividends from Net Investment Income (1.994) (1.618) (1.247) (1.193) (1.183) (.940)
Distributions from Realized Capital Gains
Total Distributions (1.994) (1.618) (1.247) (1.193) (1.183) (.940)
Net Asset Value, End of Period $110.82 $103.35 $100.41 $75.20 $74.74 $109.54
 
Total Return 9.28% 4.60% 35.22% 2.05% –30.49% 9.47%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $2,067 $1,917 $1,782 $1,041 $869 $845
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 2.06% 1.81% 1.48% 1.71% 1.84% 1.04%
Portfolio Turnover Rate1 12% 12% 11% 16% 25% 11%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

30


 

Energy Index Fund

Notes to Financial Statements

Vanguard Energy Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

5. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $313,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.13% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

31


 

Energy Index Fund

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $18,704,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $69,808,000 to offset future net capital gains of $39,109,000 through August 31, 2018 and $30,699,000 through August 31, 2019. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $2,172,072,000. Net unrealized appreciation of investment securities for tax purposes was $334,612,000, consisting of unrealized gains of $470,886,000 on securities that had risen in value since their purchase and $136,274,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $331,867,000 of investment securities and sold $182,806,000 of investment securities, other than temporary cash investments. Purchases and sales include $64,795,000 and $52,540,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 186,647 3,560 52,413 1,036
Issued in Lieu of Cash Distributions 3,807 74 2,872 58
Redeemed1 (35,605) (675) (44,310) (902)
Net Increase (Decrease)—Admiral Shares 154,849 2,959 10,975 192
ETF Shares        
Issued 65,444 603 173,740 1,705
Issued in Lieu of Cash Distributions
Redeemed1 (52,582) (500) (88,925) (900)
Net Increase (Decrease)—ETF Shares 12,862 103 84,815 805

1 Net of redemption fees for fiscal 2012 of $175,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

32


 

Financials Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VFAIX VFH
Expense Ratio1 0.19% 0.19%
30-Day SEC Yield 2.13% 2.13%

 

Portfolio Characteristics    
    MSCI  
    US IMI/ MSCI
    Financials US IMI/
  Fund 25/50 2500
Number of Stocks 521 521 2,478
Median Market Cap $23.4B $23.4B $38.3B
Price/Earnings Ratio 15.7x 15.8x 17.3x
Price/Book Ratio 1.2x 1.2x 2.3x
Return on Equity 7.7% 7.7% 16.9%
Earnings Growth Rate 5.8% 5.8% 9.4%
Dividend Yield 2.3% 2.3% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 10%
Short-Term Reserves 0.0%

 

Volatility Measures    
  MSCI US  
  IMI/Financials MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.90
Beta 1.00 1.21

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

Subindustry Diversification  
(% of equity exposure)  
 
Asset Management & Custody Banks 8.0%
Consumer Finance 4.7
Diversified Banks 8.8
Diversified Financial Services 15.6
Diversified REITs 1.3
Insurance Brokers 2.0
Investment Banking & Brokerage 5.1
Life & Health Insurance 4.3
Mortgage REITs 2.5
Multi-line Insurance 3.3
Office REITs 2.4
Property & Casualty Insurance 10.7
Regional Banks 9.0
Reinsurance 1.3
Residential REITs 2.8
Retail REITs 4.7
Specialized Finance 2.7
Specialized REITs 7.5
Thrifts & Mortgage Finance 1.4
Other Financials 1.9

 

Ten Largest Holdings (% of total net assets)
 
JPMorgan Chase Diversified Financial  
& Co. Services 6.7%
Wells Fargo & Co. Diversified Banks 6.3
Citigroup Inc. Diversified Financial  
  Services 4.4
Bank of America Diversified Financial  
Corp. Services 4.3
Berkshire    
Hathaway Inc. Property &  
Class B Casualty Insurance 3.6
Goldman Sachs Investment Banking  
Group Inc. & Brokerage 2.4
US Bancorp Diversified Banks 2.3
American    
Express Co. Consumer Finance 2.2
American    
International    
Group Inc. Multi-line Insurance 1.9
Simon Property    
Group Inc. Retail REITs 1.8
Top Ten   35.9%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

33


 

Financials Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): January 26, 2004–February 28, 2013


Financials Index Fund ETF Shares Net Asset Value
Spliced US IMI/Financials 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 1/26/2004      
Market Price   26.37% –6.16% –2.14%
Net Asset Value   26.26 –6.22 –2.15
Admiral Shares 2/4/2004 26.34 –6.23 –1.99

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Financials 25/50: MSCI US IMI/Financials through February 26, 2010; MSCI US IMI/Financials 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

34


 

Financials Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (100.0%)    
Capital Markets (13.2%)    
  Goldman Sachs Group Inc. 198,255 29,691
  Morgan Stanley 657,680 14,831
  BlackRock Inc. 60,394 14,479
  Bank of New York Mellon    
  Corp. 519,069 14,088
  State Street Corp. 206,395 11,680
  Franklin Resources Inc. 65,985 9,320
  T. Rowe Price Group Inc. 113,528 8,082
  Charles Schwab Corp. 481,382 7,818
  Ameriprise Financial Inc. 91,315 6,267
  Invesco Ltd. 197,137 5,281
  Northern Trust Corp. 95,765 5,092
* Affiliated Managers Group    
  Inc. 23,052 3,371
  Raymond James Financial    
  Inc. 52,278 2,294
  Ares Capital Corp. 109,390 2,025
* American Capital Ltd. 140,540 1,965
  Eaton Vance Corp. 50,870 1,943
  TD Ameritrade Holding    
  Corp. 96,837 1,841
  SEI Investments Co. 61,358 1,735
  Waddell & Reed Financial    
  Inc. Class A 38,157 1,565
  Legg Mason Inc. 52,714 1,502
* E*TRADE Financial Corp. 120,875 1,295
  Jefferies Group Inc. 58,818 1,277
  Prospect Capital Corp. 93,831 1,046
  Federated Investors Inc.    
  Class B 41,844 972
* Stifel Financial Corp. 26,511 916
  Apollo Investment Corp. 91,040 791
  Janus Capital Group Inc. 83,317 771
  LPL Financial Holdings Inc. 24,115 760
  Greenhill & Co. Inc. 11,905 724
* Walter Investment    
  Management Corp. 14,839 681
* Financial Engines Inc. 17,664 577
  Fifth Street Finance Corp. 46,752 500
  Solar Capital Ltd. 19,943 489
* Virtus Investment Partners    
  Inc. 2,802 471
  Evercore Partners Inc.    
  Class A 11,454 466
  Main Street Capital Corp. 14,375 459
  Triangle Capital Corp. 12,313 372
* WisdomTree Investments    
  Inc. 39,488 359
  BlackRock Kelso Capital    
  Corp. 32,776 342
  PennantPark Investment    
  Corp. 29,119 338
  Hercules Technology    
  Growth Capital Inc. 23,486 294
  Cohen & Steers Inc. 8,905 294

 

      Market
      Value
    Shares ($000)
* Piper Jaffray Cos. 7,530 290
  HFF Inc. Class A 14,834 272
  Duff & Phelps Corp.    
  Class A 16,503 256
* ICG Group Inc. 16,640 217
  TICC Capital Corp. 20,986 217
* Investment Technology    
  Group Inc. 17,411 211
  Golub Capital BDC Inc. 12,612 207
  Epoch Holding Corp. 7,401 207
  BGC Partners Inc. Class A 45,309 193
* Knight Capital Group Inc.    
  Class A 43,773 162
  Capital Southwest Corp. 1,397 162
  MCG Capital Corp. 33,740 152
* Safeguard Scientifics Inc. 9,482 144
  New Mountain Finance    
  Corp. 9,254 141
  MVC Capital Inc. 10,061 128
  THL Credit Inc. 7,973 122
* INTL. FCStone Inc. 6,424 115
  GFI Group Inc. 31,602 111
  TCP Capital Corp. 6,810 107
  GAMCO Investors Inc. 1,993 107
  Calamos Asset    
  Management Inc.    
  Class A 9,337 104
  Westwood Holdings    
  Group Inc. 2,447 101
  Oppenheimer Holdings Inc.    
  Class A 4,579 87
* Cowen Group Inc. Class A 29,997 78
* GSV Capital Corp. 8,420 70
* Ladenburg Thalmann    
  Financial Services Inc. 50,104 65
  Artio Global Investors Inc.    
  Class A 14,914 41
  Pzena Investment    
  Management Inc. Class A 4,280 27
      163,158
Commercial Banks (17.8%)    
  Wells Fargo & Co. 2,221,581 77,933
  US Bancorp 835,268 28,382
  PNC Financial Services    
  Group Inc. 234,834 14,651
  BB&T Corp. 310,754 9,434
  SunTrust Banks Inc. 239,277 6,602
  Fifth Third Bancorp 398,584 6,314
  M&T Bank Corp. 51,342 5,241
  Regions Financial Corp. 627,523 4,801
  KeyCorp 415,730 3,904
* CIT Group Inc. 84,720 3,546
  Comerica Inc. 84,713 2,912
  Huntington Bancshares    
  Inc. 379,812 2,670
  Zions Bancorporation 81,977 1,979
  East West Bancorp Inc. 62,460 1,536

 

      Market
      Value
    Shares ($000)
* Signature Bank 20,505 1,523
  Cullen/Frost Bankers Inc. 24,662 1,494
  First Republic Bank 40,733 1,485
* SVB Financial Group 19,756 1,325
  Commerce Bancshares Inc. 34,750 1,324
  First Niagara Financial Group    
  Inc. 156,485 1,280
* Popular Inc. 45,730 1,277
  City National Corp. 21,427 1,217
  First Horizon National Corp. 109,623 1,165
  Associated Banc-Corp 76,097 1,095
  Prosperity Bancshares Inc. 23,657 1,092
  Hancock Holding Co. 36,012 1,088
  Fulton Financial Corp. 88,286 1,002
  Bank of Hawaii Corp. 19,848 960
  TCF Financial Corp. 68,898 947
  Susquehanna Bancshares    
  Inc. 78,856 917
  Synovus Financial Corp. 334,918 851
  Valley National Bancorp 84,108 844
  CapitalSource Inc. 89,420 805
  Webster Financial Corp. 36,062 794
* Texas Capital Bancshares    
  Inc. 17,980 760
  FirstMerit Corp. 49,223 744
  BOK Financial Corp. 12,147 722
  FNB Corp. 62,677 712
  Trustmark Corp. 29,897 685
  Iberiabank Corp. 13,244 665
  UMB Financial Corp. 14,557 664
  Cathay General Bancorp 33,236 648
  Umpqua Holdings Corp. 50,233 630
  Old National Bancorp 45,508 614
  Wintrust Financial Corp. 16,165 590
  United Bankshares Inc. 22,334 581
  BancorpSouth Inc. 37,760 578
  National Penn Bancshares    
  Inc. 57,348 562
  Glacier Bancorp Inc. 31,951 557
  MB Financial Inc. 23,320 553
  Westamerica Bancorporation 12,301 544
  PrivateBancorp Inc. 29,820 534
  Bank of the Ozarks Inc. 13,141 504
  First Financial Bankshares    
  Inc. 11,263 502
  International Bancshares    
  Corp. 23,993 486
  Community Bank System    
  Inc. 16,611 480
* Western Alliance Bancorp 33,239 442
  CVB Financial Corp. 39,675 421
  BankUnited Inc. 14,693 417
  First Midwest Bancorp Inc. 33,253 416
  BBCN Bancorp Inc. 33,135 410
  First Citizens BancShares    
  Inc.Class A 2,250 404
  First Financial Bancorp 25,915 397

 

35


 

Financials Index Fund    
 
 
 
 
      Market
      Value
    Shares ($000)
  PacWest Bancorp 13,609 372
  Park National Corp. 5,457 360
  Investors Bancorp Inc. 20,231 357
* Citizens Republic Bancorp    
  Inc. 17,238 355
  Columbia Banking System    
  Inc. 17,688 354
  Sterling Financial Corp. 16,523 350
  SCBT Financial Corp. 7,201 343
  Home BancShares Inc. 9,977 338
  First Commonwealth    
  Financial Corp. 45,406 330
  Independent Bank Corp. 10,248 325
* Pinnacle Financial Partners    
  Inc. 14,532 315
  NBT Bancorp Inc. 15,256 312
  Oriental Financial Group Inc. 20,029 307
  Chemical Financial Corp. 12,445 305
  WesBanco Inc. 12,553 294
  Boston Private Financial    
  Holdings Inc. 31,505 288
  City Holding Co. 6,984 265
  Banner Corp. 8,599 255
  Renasant Corp. 11,115 245
  S&T Bancorp Inc. 12,875 232
  Sandy Spring Bancorp Inc. 11,301 219
  State Bank Financial Corp. 13,636 217
  Tompkins Financial Corp. 5,123 212
  West Coast Bancorp 8,731 205
  Community Trust Bancorp    
  Inc. 5,996 205
* Bancorp Inc. 15,821 202
  Cardinal Financial Corp. 12,434 198
  Union First Market    
  Bankshares Corp. 10,287 187
  Lakeland Financial Corp. 6,874 170
  First Busey Corp. 37,366 168
* Wilshire Bancorp Inc. 28,617 168
  Simmons First National Corp.    
  Class A 6,681 168
* Eagle Bancorp Inc. 7,727 168
  Washington Trust Bancorp    
  Inc. 6,166 163
* Central Pacific Financial Corp. 10,334 160
  TowneBank 10,987 160
  StellarOne Corp. 10,176 157
  Southside Bancshares Inc. 7,263 155
  1st Source Corp. 6,556 154
  Sterling Bancorp 13,572 138
  SY Bancorp Inc. 5,961 135
* United Community Banks Inc.  12,299 132
  Arrow Financial Corp. 5,450 132
  CoBiz Financial Inc. 15,816 131
  First Community Bancshares    
  Inc. 8,171 128
  First Financial Corp. 4,094 126
  Bryn Mawr Bank Corp. 5,403 124
  Lakeland Bancorp Inc. 12,617 121
  Heartland Financial USA Inc. 5,119 120
  First Interstate Bancsystem    
  Inc. 6,552 120
  Univest Corp. of    
  Pennsylvania 7,156 119
  First Connecticut Bancorp    
  Inc. 8,113 116
* Southwest Bancorp Inc. 8,454 110
  Camden National Corp. 3,193 108
  Hudson Valley Holding Corp. 7,108 108
  Bancfirst Corp. 2,656 106

 

      Market
      Value
    Shares ($000)
  Trico Bancshares 6,167 105
  Great Southern Bancorp    
  Inc. 4,179 100
  Republic Bancorp Inc.    
  Class A 4,544 98
* Taylor Capital Group Inc. 5,892 97
  First Bancorp 7,096 95
* Sun Bancorp Inc. 19,267 69
* FNB United Corp. 4,833 49
* Hampton Roads    
  Bankshares Inc. 15,397 20
      221,057
Consumer Finance (4.7%)    
  American Express Co. 447,312 27,800
  Capital One Financial Corp. 258,317 13,182
  Discover Financial Services 224,177 8,638
  SLM Corp. 205,721 3,902
* Portfolio Recovery    
  Associates Inc. 7,506 878
  Cash America International    
  Inc. 13,047 661
* First Cash Financial    
  Services Inc. 12,143 642
* Credit Acceptance Corp. 5,475 605
* World Acceptance Corp. 5,421 427
  Nelnet Inc. Class A 12,834 426
* Ezcorp Inc. Class A 20,300 420
* DFC Global Corp. 18,498 346
* Encore Capital Group Inc. 9,956 294
* Netspend Holdings Inc. 13,766 218
* Green Dot Corp. Class A 10,582 148
* Regional Management    
  Corp. 2,536 46
      58,633
Diversified Financial Services (18.3%)  
  JPMorgan Chase & Co. 1,688,680 82,610
  Citigroup Inc. 1,302,685 54,674
  Bank of America Corp. 4,787,933 53,769
  CME Group Inc. 140,666 8,415
  McGraw-Hill Cos. Inc. 110,975 5,166
* IntercontinentalExchange    
  Inc. 32,214 4,987
  Moody’s Corp. 89,143 4,284
  NYSE Euronext 108,157 4,032
  Leucadia National Corp. 92,636 2,492
* MSCI Inc. Class A 54,445 1,804
  NASDAQ OMX Group Inc. 54,852 1,737
  CBOE Holdings Inc. 38,807 1,394
  MarketAxess Holdings Inc. 16,568 647
* PHH Corp. 25,448 535
  Interactive Brokers Group    
  Inc. 21,432 315
* PICO Holdings Inc. 9,588 206
* NewStar Financial Inc. 11,047 149
      227,216
Insurance (21.7%)    
* Berkshire Hathaway Inc.    
  Class B 440,698 45,022
* American International    
  Group Inc. 622,927 23,677
  MetLife Inc. 388,656 13,774
  Travelers Cos. Inc. 169,366 13,620
  ACE Ltd. 150,858 12,882
  Prudential Financial Inc. 205,142 11,400
  Aflac Inc. 208,227 10,401
  Allstate Corp. 213,956 9,846
  Chubb Corp. 116,289 9,772

 

      Market
      Value
    Shares ($000)
  Marsh & McLennan Cos.    
  Inc. 241,735 8,978
  Aon plc 134,370 8,209
  Progressive Corp. 255,112 6,215
  Loews Corp. 139,836 6,028
  Hartford Financial Services    
  Group Inc. 184,075 4,346
  Principal Financial Group    
  Inc. 130,313 4,119
  XL Group plc Class A 133,829 3,833
  Lincoln National Corp. 122,404 3,616
  Cincinnati Financial Corp. 68,767 3,095
  Unum Group 122,433 2,996
* Arch Capital Group Ltd. 60,726 2,983
  Willis Group Holdings plc 76,751 2,923
  Everest Re Group Ltd. 22,930 2,857
  PartnerRe Ltd. 27,245 2,431
  Torchmark Corp. 42,235 2,373
  Fidelity National Financial    
  Inc. Class A 89,913 2,242
* Alleghany Corp. 5,660 2,139
  Arthur J Gallagher & Co. 55,457 2,134
  WR Berkley Corp. 51,319 2,130
  Axis Capital Holdings Ltd. 48,960 1,994
* Markel Corp. 4,073 1,969
  Reinsurance Group of    
  America Inc. Class A 32,773 1,884
  RenaissanceRe Holdings    
  Ltd. 21,434 1,874
* Genworth Financial Inc.    
  Class A 218,296 1,864
  HCC Insurance Holdings Inc. 45,018 1,801
  Brown & Brown Inc. 54,202 1,626
  Assurant Inc. 34,968 1,468
  Assured Guaranty Ltd. 77,520 1,447
  White Mountains Insurance    
  Group Ltd. 2,484 1,403
  Allied World Assurance Co.    
  Holdings AG 15,553 1,366
  American Financial Group    
  Inc. 30,080 1,322
  Old Republic International    
  Corp. 109,378 1,314
  Validus Holdings Ltd. 35,605 1,269
  ProAssurance Corp. 26,066 1,222
  Aspen Insurance Holdings    
  Ltd. 31,441 1,128
  Protective Life Corp. 35,082 1,120
  CNO Financial Group Inc. 101,050 1,106
  First American Financial    
  Corp. 45,194 1,098
  Alterra Capital Holdings Ltd. 30,115 923
  Erie Indemnity Co. Class A 12,571 920
  Hanover Insurance Group    
  Inc. 19,982 853
  Endurance Specialty    
  Holdings Ltd. 19,261 848
  StanCorp Financial Group    
  Inc. 19,688 784
  Platinum Underwriters    
  Holdings Ltd. 14,721 778
  Primerica Inc. 22,543 709
  Kemper Corp. 21,946 694
* MBIA Inc. 64,537 624
  RLI Corp. 8,485 585
  Montpelier Re Holdings Ltd. 22,349 553
  Selective Insurance Group    
  Inc. 24,380 542
* Enstar Group Ltd. 4,315 541

 

36


 

Financials Index Fund

      Market
      Value
    Shares ($000)
  Symetra Financial Corp. 37,190 490
  Mercury General Corp. 12,346 480
  Amtrust Financial Services    
  Inc. 13,356 444
  Argo Group International    
  Holdings Ltd. 11,376 432
  American Equity Investment    
  Life Holding Co. 26,823 372
  Horace Mann Educators    
  Corp. 17,719 363
* National Financial Partners    
  Corp. 17,992 354
* Greenlight Capital Re Ltd.    
  Class A 13,502 324
  Tower Group Inc. 16,103 300
  Infinity Property & Casualty    
  Corp. 5,251 295
* Navigators Group Inc. 4,931 277
  Employers Holdings Inc. 12,948 272
* AMERISAFE Inc. 8,140 266
  Safety Insurance Group Inc. 5,443 256
  Maiden Holdings Ltd. 24,302 245
* Hilltop Holdings Inc. 18,904 243
  United Fire Group Inc. 9,655 237
  Stewart Information Services    
  Corp. 8,081 187
  FBL Financial Group Inc.    
  Class A 5,036 183
  National Western Life    
  Insurance Co. Class A 1,045 170
* Citizens Inc. 17,783 163
  Meadowbrook Insurance    
  Group Inc. 21,556 152
* eHealth Inc. 8,413 131
  OneBeacon Insurance    
  Group Ltd. Class A 9,376 125
  National Interstate Corp. 3,585 119
  State Auto Financial Corp. 7,068 119
* Global Indemnity plc 3,980 92
  Baldwin & Lyons Inc. 3,662 85
  Homeowners Choice Inc. 3,790 76
  Kansas City Life Insurance    
  Co. 1,988 74
* Phoenix Cos. Inc. 2,704 68
  EMC Insurance Group Inc. 2,336 60
  Donegal Group Inc. Class A 4,104 59
  Crawford & Co. Class B 5,659 47
  Crawford & Co. Class A 7,210 42
      269,272
 
Real Estate Investment Trusts (22.1%)  
  Simon Property Group Inc. 137,763 21,885
  American Tower    
  Corporation 175,555 13,623
  HCP Inc. 200,769 9,814
  Public Storage 64,740 9,789
  Ventas Inc. 131,241 9,289
  Prologis Inc. 204,699 7,971
  Equity Residential 142,794 7,859
  Health Care REIT Inc. 115,684 7,420
  Weyerhaeuser Co. 241,181 7,093
  Boston Properties Inc. 66,915 6,951
  Annaly Capital Management    
  Inc. 433,017 6,707
  AvalonBay Communities    
  Inc. 49,833 6,221
  Vornado Realty Trust 74,380 5,966
  American Capital Agency    
  Corp. 172,926 5,485

 

    Market
    Value
  Shares ($000)
Host Hotels & Resorts Inc. 322,145 5,370
Kimco Realty Corp. 181,345 3,948
Digital Realty Trust Inc. 55,005 3,684
Macerich Co. 60,847 3,657
Realty Income Corp. 79,473 3,628
General Growth Properties    
Inc. 187,530 3,589
Plum Creek Timber Co. Inc. 71,911 3,488
SL Green Realty Corp. 40,174 3,279
Rayonier Inc. 54,701 3,056
Federal Realty Investment    
Trust 28,567 3,034
UDR Inc. 111,004 2,649
Camden Property Trust 37,188 2,571
Essex Property Trust Inc. 16,187 2,412
Duke Realty Corp. 140,140 2,265
Taubman Centers Inc. 27,494 2,109
American Campus    
Communities Inc. 46,413 2,098
Senior Housing Properties    
Trust 83,116 2,085
Regency Centers Corp. 40,043 2,077
Liberty Property Trust 52,356 2,031
Alexandria Real Estate    
Equities Inc. 28,394 2,020
Apartment Investment &    
Management Co. Class A 64,862 1,921
DDR Corp. 110,353 1,906
Kilroy Realty Corp. 32,904 1,736
Extra Space Storage Inc. 46,294 1,733
Corrections Corp. of    
America 44,364 1,701
Two Harbors Investment    
Corp. 131,576 1,692
National Retail Properties    
Inc. 48,357 1,666
Starwood Property Trust Inc. 59,417 1,661
BRE Properties Inc. 34,049 1,655
Weingarten Realty Investors 51,499 1,578
BioMed Realty Trust Inc. 74,587 1,575
CBL & Associates    
Properties Inc. 67,396 1,533
Tanger Factory Outlet    
Centers 41,601 1,468
Piedmont Office Realty    
Trust Inc. Class A 74,491 1,464
Hospitality Properties Trust 54,790 1,463
Douglas Emmett Inc. 59,368 1,455
Home Properties Inc. 22,886 1,429
MFA Financial Inc. 159,265 1,414
Omega Healthcare    
Investors Inc. 49,899 1,397
Chimera Investment Corp. 457,665 1,364
Mid-America Apartment    
Communities Inc. 18,900 1,312
Equity Lifestyle    
Properties Inc. 17,401 1,282
Highwoods Properties Inc. 34,997 1,277
CommonWealth REIT 49,799 1,257
Newcastle Investment Corp. 111,511 1,244
Invesco Mortgage Capital    
Inc. 58,693 1,234
Hatteras Financial Corp. 43,682 1,166
Post Properties Inc. 24,184 1,155
ARMOUR Residential    
REIT Inc. 166,623 1,115
Geo Group Inc. 31,933 1,103
Mack-Cali Realty Corp. 38,796 1,101
LaSalle Hotel Properties 42,221 1,072

 

      Market
      Value
    Shares ($000)
  Healthcare Realty Trust Inc. 38,477 1,023
  EPR Properties 20,780 1,014
  Medical Properties Trust Inc. 65,076 945
  CYS Investments Inc. 77,962 925
  Corporate Office Properties    
  Trust 35,636 922
  RLJ Lodging Trust 42,650 912
  Brandywine Realty Trust 64,312 884
  Retail Properties of America    
  Inc. 59,456 880
  DCT Industrial Trust Inc. 119,535 868
  Sovran Self Storage Inc. 13,629 829
  WP Carey Inc. 13,779 821
  Washington REIT 29,472 816
  CubeSmart 54,793 808
* Sunstone Hotel Investors    
  Inc. 71,182 806
  Colonial Properties Trust 37,197 802
  Lexington Realty Trust 69,173 793
  Potlatch Corp. 17,971 791
  DiamondRock Hospitality Co. 87,586 783
  NorthStar Realty Finance    
  Corp. 86,390 773
  Ryman Hospitality Properties 16,776 751
  EastGroup Properties Inc. 12,942 735
  Redwood Trust Inc. 35,581 721
  Glimcher Realty Trust 62,334 702
  National Health Investors Inc. 10,554  684
* First Industrial Realty Trust    
  Inc. 41,969 666
  DuPont Fabros Technology    
  Inc. 28,389 657
  PennyMac Mortgage    
  Investment Trust 25,420 646
  American Capital Mortgage    
  Investment Corp. 24,924 641
  PS Business Parks Inc. 8,583 635
  Pebblebrook Hotel Trust 26,445 632
  Equity One Inc. 26,589 625
  Colony Financial Inc. 28,209 625
  Acadia Realty Trust 22,064 594
  Sun Communities Inc. 12,529 583
  Government Properties    
  Income Trust 20,915 553
  Capstead Mortgage Corp. 43,842 550
  Education Realty Trust Inc. 49,767 543
* Strategic Hotels & Resorts    
  Inc. 72,657 529
  LTC Properties Inc. 13,654 527
  Healthcare Trust of America    
  Inc. Class A 44,417 510
  Chesapeake Lodging Trust 21,367 460
  Franklin Street Properties    
  Corp. 33,375 459
  American Assets Trust Inc. 14,929 451
  Hudson Pacific Properties    
  Inc. 19,945 450
  Hersha Hospitality Trust    
  Class A 79,404 445
  Sabra Health Care REIT Inc. 16,536 437
  Pennsylvania REIT 23,689 428
  CreXus Investment Corp. 30,648 408
  Cousins Properties Inc. 41,618 405
  STAG Industrial Inc. 18,541 393
  Investors Real Estate Trust 41,338 393
  Associated Estates Realty    
  Corp. 22,251 389
  Inland Real Estate Corp. 39,857 385

 

37


 

Financials Index Fund

      Market
      Value
    Shares ($000)
  Anworth Mortgage Asset    
  Corp. 62,236 380
  Ashford Hospitality Trust Inc. 28,678 338
  Ramco-Gershenson    
  Properties Trust 20,879 330
  First Potomac Realty Trust 22,826 323
* iStar Financial Inc. 31,617 316
  Universal Health Realty    
  Income Trust 5,450 311
  Coresite Realty Corp. 9,447 306
  Alexander’s Inc. 911 296
  Retail Opportunity    
  Investments Corp. 22,860 295
  Resource Capital Corp. 43,393 295
  Parkway Properties Inc. 16,058 272
  Summit Hotel Properties Inc. 28,146 270
* FelCor Lodging Trust Inc. 52,692 264
  Dynex Capital Inc. 23,454 254
  Excel Trust Inc. 19,249 243
  Getty Realty Corp. 12,150 242
  Apollo Residential Mortgage    
  Inc. 10,674 239
  Saul Centers Inc. 5,378 235
  Urstadt Biddle Properties    
  Inc. Class A 10,398 220
  Western Asset Mortgage    
  Capital Corp. 10,030 216
  Select Income REIT 7,750 216
  Campus Crest Communities    
  Inc. 16,986 213
  Kite Realty Group Trust 32,153 212
  Apollo Commercial Real    
  Estate Finance Inc. 11,047 191
  CapLease Inc. 31,017 185
  Winthrop Realty Trust 12,996 163
  Monmouth Real Estate    
  Investment Corp. Class A 14,298 160
  Cedar Realty Trust Inc. 27,622 159
  New York Mortgage Trust    
  Inc. 21,307 150
  Rouse Properties Inc. 8,930 148
  Whitestone REIT 7,248 107
      273,808
Real Estate Management & Development (0.8%)
* CBRE Group Inc. Class A 138,989 3,359
  Jones Lang LaSalle Inc. 19,609 1,895
* Howard Hughes Corp. 12,770 980
* Forest City Enterprises Inc.    
  Class A 53,654 861
* St. Joe Co. 31,085 693
* Alexander & Baldwin Inc. 19,016 670
* Altisource Portfolio    
  Solutions SA 7,247 591
* Zillow Inc. Class A 7,728 332

 

      Market
      Value
    Shares ($000)
  Kennedy-Wilson Holdings    
  Inc. 19,791 318
* Forestar Group Inc. 15,424 269
* Tejon Ranch Co. 7,066 207
      10,175
Thrifts & Mortgage Finance (1.4%)  
  New York Community    
  Bancorp Inc. 195,721 2,642
  People’s United Financial    
  Inc. 154,762 2,027
* Ocwen Financial Corp. 51,017 2,011
  Hudson City Bancorp Inc. 210,999 1,798
  Washington Federal Inc. 47,570 835
  Capitol Federal Financial Inc. 68,046 805
  Radian Group Inc. 74,701 658
  Home Loan Servicing    
  Solutions Ltd. 25,111 566
  Northwest Bancshares Inc. 43,534 544
  EverBank Financial Corp. 29,353 443
* TFS Financial Corp. 41,496 436
  Astoria Financial Corp. 40,015 391
* Nationstar Mortgage    
  Holdings Inc. 10,006 386
  Provident Financial    
  Services Inc. 24,293 364
  Northfield Bancorp Inc. 26,156 298
  ViewPoint Financial Group    
  Inc. 14,093 294
  Brookline Bancorp Inc. 31,406 286
  Berkshire Hills Bancorp Inc. 11,186 272
  Oritani Financial Corp. 18,357 270
* MGIC Investment Corp. 86,874 259
  TrustCo Bank Corp. NY 41,900 218
  Flushing Financial Corp. 13,129 207
* Walker & Dunlop Inc. 9,387 199
  Dime Community    
  Bancshares Inc. 13,638 194
  Rockville Financial Inc. 12,650 163
  Provident New York Bancorp 18,010 162
* Beneficial Mutual Bancorp    
  Inc. 16,042 154
  WSFS Financial Corp. 3,081 146
* Flagstar Bancorp Inc. 10,198 139
  United Financial Bancorp Inc. 8,622 129
* HomeStreet Inc. 4,896 122
  Territorial Bancorp Inc. 4,099 96
  OceanFirst Financial Corp. 6,777 94
  Westfield Financial Inc. 9,688 75
* Doral Financial Corp. 55,665 32
      17,715
Total Common Stocks    
(Cost $1,258,161)   1,241,034

 

    Market
    Value
  Shares ($000)
Temporary Cash Investments (0.0%)  
Money Market Fund (0.0%)    
1 Vanguard Market    
Liquidity Fund, 0.143%    
(Cost $28) 28,322 28
Total Investments (100.0%)    
(Cost $1,258,189)   1,241,062
Other Assets and Liabilities (0.0%)  
Other Assets   9,921
Liabilities   (9,967)
    (46)
Net Assets (100%)   1,241,016

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 1,497,106
Undistributed Net Investment Income 463
Accumulated Net Realized Losses (239,426)
Unrealized Appreciation (Depreciation) (17,127)
Net Assets 1,241,016
 
 
Admiral Shares—Net Assets  
Applicable to 5,858,838 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 107,757
Net Asset Value Per Share—  
Admiral Shares $18.39
 
 
ETF Shares—Net Assets  
Applicable to 30,880,932 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 1,133,259
Net Asset Value Per Share—  
ETF Shares $36.70

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
REIT—Real Estate Investment Trust.
See accompanying Notes, which are an integral part of the Financial Statements.

38


 

Financials Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 11,672
Interest1 1
Total Income 11,673
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 68
Management and Administrative—  
Admiral Shares 47
Management and Administrative—  
ETF Shares 420
Marketing and Distribution—  
Admiral Shares 7
Marketing and Distribution—ETF Shares 105
Custodian Fees 18
Shareholders’ Reports—Admiral Shares
Shareholders’ Reports—ETF Shares 26
Trustees’ Fees and Expenses 1
Total Expenses 692
Net Investment Income 10,981
Realized Net Gain (Loss) on  
Investment Securities Sold 11,929
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities 128,745
Net Increase (Decrease) in Net Assets  
Resulting from Operations 151,655

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 10,981 15,431
Realized Net Gain (Loss) 11,929 10,193
Change in Unrealized Appreciation (Depreciation) 128,745 75,032
Net Increase (Decrease) in Net Assets Resulting from Operations 151,655 100,656
Distributions    
Net Investment Income    
Admiral Shares (1,237) (1,356)
ETF Shares (12,635) (12,760)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (13,872) (14,116)
Capital Share Transactions    
Admiral Shares 22,592 2,146
ETF Shares 239,667 145,660
Net Increase (Decrease) from Capital Share Transactions 262,259 147,806
Total Increase (Decrease) 400,042 234,346
Net Assets    
Beginning of Period 840,974 606,628
End of Period2 1,241,016 840,974

 

1 Interest income from an affiliated company of the fund was $1,000.
2 Net Assets—End of Period includes undistributed net investment income of $463,000 and $3,354,000.
See accompanying Notes, which are an integral part of the Financial Statements.

39


 

Financials Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $16.05 $14.16 $13.99 $14.72 $20.38 $30.10
Investment Operations            
Net Investment Income .189 .320 .263 .209 .389 .7001
Net Realized and Unrealized Gain (Loss)            
on Investments2 2.397 1.874 .150 (.715) (5.596) (9.699)
Total from Investment Operations 2.586 2.194 .413 (.506) (5.207) (8.999)
Distributions            
Dividends from Net Investment Income (.246) (.304) (.243) (.224) (.453) (.721)
Distributions from Realized Capital Gains
Total Distributions (.246) (.304) (.243) (.224) (.453) (.721)
Net Asset Value, End of Period $18.39 $16.05 $14.16 $13.99 $14.72 $20.38
 
Total Return3 16.25% 15.84% 2.79% –3.52% –25.35% –30.36%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $108 $73 $62 $65 $74 $81
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 2.45% 2.16% 1.63% 1.36% 2.97% 3.06%
Portfolio Turnover Rate4 10% 7% 10% 11% 17% 10%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Includes increases from redemption fees of $.00, $.00, $.00, $.00, $.01, and $.00. Effective May 23, 2012, the redemption fee was eliminated.
3 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

40


 

Financials Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $32.03 $28.25 $27.92 $29.38 $40.66 $60.04
Investment Operations            
Net Investment Income .378 .639 .526 .417 .784 1.4491
Net Realized and Unrealized Gain (Loss)            
on Investments2 4.784 3.747 .287 (1.425) (11.150) (19.368)
Total from Investment Operations 5.162 4.386 .813 (1.008) (10.366) (17.919)
Distributions            
Dividends from Net Investment Income (.492) (.606) (.483) (.452) (.914) (1.461)
Distributions from Realized Capital Gains
Total Distributions (.492) (.606) (.483) (.452) (.914) (1.461)
Net Asset Value, End of Period $36.70 $32.03 $28.25 $27.92 $29.38 $40.66
 
Total Return 16.26% 15.87% 2.73% –3.51% –25.31% –30.30%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $1,133 $768 $544 $464 $580 $651
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 2.45% 2.16% 1.63% 1.36% 3.00% 3.11%
Portfolio Turnover Rate3 10% 7% 10% 11% 17% 10%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Includes increases from redemption fees of $.00, $.00, $.00, $.01, $.02 and $.01. Effective May 23, 2012, the redemption fee was eliminated.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

41


 

Financials Index Fund

Notes to Financial Statements

Vanguard Financials Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $152,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.06% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

42


 

Financials Index Fund

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $251,331,000 to offset future net capital gains. Of this amount, $226,838,000 is subject to expiration dates; $85,000 may be used to offset future net capital gains through August 31, 2014, $11,000 through August 31, 2015, $1,313,000 through August 31, 2016, $28,618,000 through August 31, 2017, $129,445,000 through August 31, 2018, and $67,366,000 through August 31, 2019. Capital losses of $24,493,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $1,258,189,000. Net unrealized depreciation of investment securities for tax purposes was $17,127,000, consisting of unrealized gains of $111,344,000 on securities that had risen in value since their purchase and $128,471,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $313,419,000 of investment securities and sold $52,484,000 of investment securities, other than temporary cash investments. Purchases include $239,575,000 in connection with in-kind purchases of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 36,778 2,143 18,209 1,223
Issued in Lieu of Cash Distributions 1,089 64 1,184 85
Redeemed1 (15,275) (888) (17,247) (1,178)
Net Increase (Decrease)—Admiral Shares 22,592 1,319 2,146 130
ETF Shares        
Issued 239,667 6,900 199,891 6,618
Issued in Lieu of Cash Distributions
Redeemed1 (54,231) (1,900)
Net Increase (Decrease)—ETF Shares 239,667 6,900 145,660 4,718

1 Net of redemption fees for fiscal 2012 of $47,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

43


 

Health Care Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VHCIX VHT
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 1.69% 1.69%

 

Portfolio Characteristics    
    MSCI  
    US IMI/  
    Health MSCI
    Care US IMI/
  Fund 25/50 2500
Number of Stocks 293 291 2,478
Median Market Cap $46.6B $46.6B $38.3B
Price/Earnings Ratio 20.2x 20.2x 17.3x
Price/Book Ratio 2.9x 2.9x 2.3x
Return on Equity 19.5% 19.5% 16.9%
Earnings Growth Rate 8.8% 8.8% 9.4%
Dividend Yield 1.8% 1.8% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 7%
Short-Term Reserves 0.0%

 

Volatility Measures    
  MSCI US  
  IMI/Health Care MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.72
Beta 1.00 0.69

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Biotechnology 16.6%
Health Care Distributors 3.4
Health Care Equipment 17.3
Health Care Facilities 2.1
Health Care Services 4.9
Health Care Supplies 1.3
Health Care Technology 1.2
Life Sciences Tools & Services 4.6
Managed Health Care 6.7
Pharmaceuticals 41.9

 

Ten Largest Holdings (% of total net assets)
 
Johnson & Johnson Pharmaceuticals 10.6%
Pfizer Inc. Pharmaceuticals 10.2
Merck & Co. Inc. Pharmaceuticals 6.5
Amgen Inc. Biotechnology 3.5
Gilead Sciences Inc. Biotechnology 3.3
Bristol-Myers Squibb Co. Pharmaceuticals 3.1
AbbVie Inc. Pharmaceuticals 2.9
Eli Lilly & Co. Pharmaceuticals 2.9
UnitedHealth Group Inc. Managed  
  Health Care 2.8
Abbott Laboratories Health Care  
  Equipment 2.7
Top Ten   48.5%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

44


 

Health Care Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): January 26, 2004–February 28, 2013


Health Care Index Fund ETF Shares Net Asset Value
Spliced US IMI/Health Care 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 1/26/2004      
Market Price   19.08% 5.42% 5.49%
Net Asset Value   19.10 5.39 5.49
Admiral Shares 2/5/2004 19.10 5.37 5.47

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Health Care 25/50: MSCI US IMI/Health Care through February 26, 2010; MSCI US IMI/Health Care 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

45


 

Health Care Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (99.9%)    
Biotechnology (16.6%)    
  Amgen Inc. 539,314 49,299
* Gilead Sciences Inc. 1,065,164 45,493
* Celgene Corp. 297,304 30,676
* Biogen Idec Inc. 158,016 26,284
* Alexion Pharmaceuticals    
  Inc. 136,609 11,849
* Regeneron    
  Pharmaceuticals Inc. 53,147 8,876
* Vertex Pharmaceuticals    
  Inc. 152,442 7,137
* BioMarin Pharmaceutical    
  Inc. 87,047 5,046
* Onyx Pharmaceuticals    
  Inc. 50,594 3,810
* Pharmacyclics Inc. 39,245 3,445
* Ariad Pharmaceuticals Inc. 127,392 2,679
* Medivation Inc. 52,224 2,566
* Seattle Genetics Inc. 70,790 1,992
* United Therapeutics Corp. 32,450 1,941
* Cubist Pharmaceuticals    
  Inc. 45,361 1,925
* Alkermes plc 88,061 1,912
* Incyte Corp. Ltd. 83,095 1,845
* Cepheid Inc. 46,557 1,696
* Myriad Genetics Inc. 57,033 1,450
* Arena Pharmaceuticals    
  Inc. 153,034 1,284
* Theravance Inc. 55,027 1,117
* Isis Pharmaceuticals Inc. 67,676 995
* Alnylam Pharmaceuticals    
  Inc. 37,843 897
* ImmunoGen Inc. 58,345 885
* Infinity Pharmaceuticals    
  Inc. 20,537 848
* Acorda Therapeutics Inc. 27,973 832
* Ironwood Pharmaceuticals    
  Inc. Class A 53,212 794
* Opko Health Inc. 104,149 723
  PDL BioPharma Inc. 97,761 698
* Dendreon Corp. 108,701 629
^,* Exelixis Inc. 130,515 595
* Neurocrine Biosciences    
  Inc. 47,161 499
* InterMune Inc. 55,052 488
* NPS Pharmaceuticals Inc. 60,847 486
* Exact Sciences Corp. 44,644 477
  Spectrum Pharmaceuticals    
  Inc. 41,398 472
* Synageva BioPharma Corp. 9,237 462
* Achillion Pharmaceuticals    
  Inc. 51,314 416
* Rigel Pharmaceuticals Inc. 61,683 415
* Aegerion Pharmaceuticals    
  Inc. 13,698 413

 

      Market
      Value
    Shares ($000)
* Momenta Pharmaceuticals    
  Inc. 31,470 401
* Halozyme Therapeutics Inc. 67,455 368
* Merrimack Pharmaceuticals    
  Inc. 55,313 354
* Sangamo Biosciences Inc. 34,180 348
* Genomic Health Inc. 11,767 337
* Lexicon Pharmaceuticals    
  Inc. 159,021 313
* Idenix Pharmaceuticals Inc. 71,786 302
* Orexigen Therapeutics Inc. 50,137 299
* MannKind Corp. 107,581 275
* Ligand Pharmaceuticals Inc.    
  Class B 13,053 268
* Protalix BioTherapeutics    
  Inc. 46,516 266
* Emergent Biosolutions Inc. 17,121 265
* Dynavax Technologies    
  Corp. 120,290 245
* Dyax Corp. 66,544 214
* AVEO Pharmaceuticals Inc. 31,531 210
* ZIOPHARM Oncology Inc. 45,532 202
* TESARO Inc. 9,198 183
* Raptor Pharmaceutical    
  Corp. 35,823 178
* PROLOR Biotech Inc. 35,131 177
* Novavax Inc. 93,695 171
* AMAG Pharmaceuticals Inc. 9,993 165
* Synergy Pharmaceuticals    
  Inc. 27,607 151
* Clovis Oncology Inc. 7,900 149
* NewLink Genetics Corp. 12,172 143
* Curis Inc. 53,018 143
* BioMimetic Therapeutics    
  Inc. 14,471 137
* Geron Corp. 89,781 131
* Immunomedics Inc. 56,508 130
* Threshold Pharmaceuticals    
  Inc. 27,658 128
* Trius Therapeutics Inc. 22,242 117
* SIGA Technologies Inc. 25,902 111
  Enzon Pharmaceuticals Inc. 24,373 103
* Arqule Inc. 39,770 98
* Sunesis Pharmaceuticals    
  Inc. 17,991 94
* Targacept Inc. 18,755 81
* Biotime Inc. 18,705 79
* Progenics Pharmaceuticals    
  Inc. 29,107 77
* Osiris Therapeutics Inc. 11,091 73
* Affymax Inc. 24,171 64
^,* Savient Pharmaceuticals    
  Inc. 48,119 45
* Forest Laboratories Inc.    
  Contingent Value Rights    
  Exp. 04/14/2018 8,685 8
      231,949

 

      Market
      Value
    Shares ($000)
Health Care Equipment & Supplies (18.6%)  
  Abbott Laboratories 1,111,106 37,544
  Medtronic Inc. 716,974 32,235
  Baxter International Inc. 386,250 26,111
  Covidien plc 332,650 21,147
* Intuitive Surgical Inc. 27,943 14,248
  Stryker Corp. 213,882 13,663
  Becton Dickinson and Co. 138,380 12,186
  Zimmer Holdings Inc. 122,349 9,171
  St. Jude Medical Inc. 216,592 8,880
* Boston Scientific Corp. 965,023 7,132
* Edwards Lifesciences    
  Corp. 81,254 6,982
* Varian Medical Systems    
  Inc. 76,854 5,428
  CR Bard Inc. 54,898 5,427
* CareFusion Corp. 155,866 5,103
  ResMed Inc. 100,601 4,476
  DENTSPLY International    
  Inc. 99,770 4,132
* Hologic Inc. 187,522 4,094
  Cooper Cos. Inc. 33,687 3,573
* IDEXX Laboratories Inc. 38,371 3,535
* Sirona Dental Systems    
  Inc. 38,671 2,746
  Teleflex Inc. 28,734 2,298
  STERIS Corp. 39,201 1,529
* Haemonetics Corp. 36,128 1,490
* Thoratec Corp. 41,064 1,446
  West Pharmaceutical    
  Services Inc. 23,783 1,437
* Align Technology Inc. 45,559 1,432
  Hill-Rom Holdings Inc. 42,647 1,398
* Alere Inc. 54,172 1,233
* Cyberonics Inc. 19,463 890
* Insulet Corp. 36,189 817
* Volcano Corp. 37,669 815
  Masimo Corp. 37,748 749
* Neogen Corp. 15,770 738
* DexCom Inc. 47,977 716
* HeartWare International    
  Inc. 8,060 688
* ArthroCare Corp. 19,563 683
  Abaxis Inc. 15,508 658
  Analogic Corp. 8,511 631
  CONMED Corp. 19,967 621
  Meridian Bioscience Inc. 29,238 620
* Wright Medical Group Inc. 25,192 586
* Integra LifeSciences    
  Holdings Corp. 14,286 582
* NuVasive Inc. 30,193 561
* Endologix Inc. 37,065 558
* ICU Medical Inc. 9,380 532
* Orthofix International NV 13,783 514
  Cantel Medical Corp. 16,412 511
* Quidel Corp. 21,359 506
* Conceptus Inc. 21,267 475
* Greatbatch Inc. 16,900 457

 

46


 

Health Care Index Fund

      Market
      Value
    Shares ($000)
* NxStage Medical Inc. 37,692 423
* ABIOMED Inc. 25,012 401
* Merit Medical Systems Inc. 28,996 346
* MAKO Surgical Corp. 23,968 307
  Invacare Corp. 19,985 290
* Antares Pharma Inc. 81,366 280
* Symmetry Medical Inc. 24,885 260
* SurModics Inc. 10,097 256
* Natus Medical Inc. 20,140 256
* AngioDynamics Inc. 19,112 237
  Atrion Corp. 1,093 214
* GenMark Diagnostics Inc. 20,449 213
* OraSure Technologies Inc. 37,119 206
* Navidea Biopharmaceuticals    
  Inc. 65,869 202
* Accuray Inc. 46,096 197
* Tornier NV 10,540 183
* Palomar Medical    
  Technologies Inc. 12,757 141
* PhotoMedex Inc. 9,108 134
* RTI Biologics Inc. 36,160 131
* Staar Surgical Co. 24,278 131
* Unilife Corp. 51,451 129
* Exactech Inc. 5,785 107
      259,028
Health Care Providers & Services (17.1%)  
  UnitedHealth Group Inc. 717,939 38,374
* Express Scripts Holding Co. 573,850 32,658
  McKesson Corp. 165,975 17,615
  WellPoint Inc. 213,404 13,269
  Cigna Corp. 200,891 11,744
  Aetna Inc. 235,216 11,100
  Cardinal Health Inc. 238,758 11,033
* DaVita HealthCare Partners    
  Inc. 69,398 8,301
  AmerisourceBergen Corp.    
  Class A 165,415 7,808
  Humana Inc. 111,161 7,588
  HCA Holdings Inc. 187,109 6,940
  Quest Diagnostics Inc. 111,829 6,281
* Laboratory Corp. of    
  America Holdings 66,395 5,883
* Henry Schein Inc. 62,149 5,545
  Coventry Health Care Inc. 94,571 4,290
  Universal Health Services    
  Inc. Class B 62,991 3,646
* MEDNAX Inc. 35,164 3,011
* Tenet Healthcare Corp. 74,930 2,945
  Omnicare Inc. 78,068 2,909
  Community Health Systems    
  Inc. 63,887 2,700
  Patterson Cos. Inc. 62,056 2,255
* Health Management    
  Associates Inc. Class A 180,787 1,987
* Brookdale Senior Living Inc.    
  Class A 68,986 1,909
* HMS Holdings Corp. 61,189 1,774
* WellCare Health Plans Inc. 30,518 1,745
* Centene Corp. 36,428 1,640
* HealthSouth Corp. 66,811 1,611
* Team Health Holdings Inc. 47,573 1,593
* LifePoint Hospitals Inc. 34,770 1,533
* Health Net Inc. 56,898 1,465
  Owens & Minor Inc. 44,186 1,345
* VCA Antech Inc. 58,458 1,284
  Air Methods Corp. 24,595 1,102
* MWI Veterinary Supply Inc. 8,521 1,076
  Chemed Corp. 13,450 1,038

 

      Market
      Value
    Shares ($000)
* Magellan Health Services    
  Inc. 19,475 1,004
* Molina Healthcare Inc. 21,297 680
* Hanger Inc. 22,898 679
* Amsurg Corp. Class A 22,369 675
* Acadia Healthcare Co. Inc. 22,104 602
* Emeritus Corp. 19,193 547
* IPC The Hospitalist Co. Inc. 11,904 496
* Bio-Reference Labs Inc. 17,238 456
* Capital Senior Living Corp. 19,554 450
* Kindred Healthcare Inc. 37,634 424
* AMN Healthcare Services    
  Inc. 29,642 418
  Ensign Group Inc. 12,340 386
  Landauer Inc. 6,464 379
* BioScrip Inc. 31,498 345
* Vanguard Health Systems    
  Inc. 22,313 332
* Healthways Inc. 24,116 310
  National Healthcare Corp. 6,635 308
* ExamWorks Group Inc. 20,960 297
* PharMerica Corp. 20,178 289
  Select Medical Holdings    
  Corp. 29,945 277
* Accretive Health Inc. 27,580 264
* Amedisys Inc. 22,428 253
* Triple-S Management Corp.    
  Class B 13,319 239
* LHC Group Inc. 10,963 223
  Universal American Corp. 26,481 221
* Corvel Corp. 4,596 221
* Gentiva Health Services    
  Inc. 19,391 204
  US Physical Therapy Inc. 8,190 202
  Assisted Living Concepts    
  Inc. Class A 13,393 159
  Almost Family Inc. 5,716 118
* Skilled Healthcare Group    
  Inc. 13,576 79
      238,534
Health Care Technology (1.2%)    
* Cerner Corp. 102,591 8,973
* athenahealth Inc. 25,648 2,406
* Allscripts Healthcare    
  Solutions Inc. 108,563 1,381
* Medidata Solutions Inc. 17,391 906
* MedAssets Inc. 32,782 605
  Quality Systems Inc. 29,430 545
* Omnicell Inc. 23,859 430
  Computer Programs &    
  Systems Inc. 7,500 391
* HealthStream Inc. 13,352 286
* Vocera Communications    
  Inc. 9,795 258
* Greenway Medical    
  Technologies 10,097 160
* Epocrates Inc. 12,275 144
* Merge Healthcare Inc. 39,960 98
      16,583
Life Sciences Tools & Services (4.6%)  
  Thermo Fisher Scientific    
  Inc. 253,125 18,681
  Agilent Technologies Inc. 244,958 10,161
* Life Technologies Corp. 120,921 7,029
* Waters Corp. 61,055 5,661
* Mettler-Toledo International    
  Inc. 21,539 4,584
* Illumina Inc. 86,824 4,352
  PerkinElmer Inc. 80,703 2,758

 

      Market
      Value
    Shares ($000)
* Covance Inc. 38,583 2,569
* Bio-Rad Laboratories Inc.    
  Class A 13,950 1,719
  Techne Corp. 24,628 1,674
* PAREXEL International    
  Corp. 42,095 1,460
* Charles River Laboratories    
  International Inc. 33,974 1,384
* Bruker Corp. 63,987 1,122
* Luminex Corp. 26,832 453
* Sequenom Inc. 82,155 338
* Fluidigm Corp. 15,344 265
* Affymetrix Inc. 44,067 179
* Complete Genomics Inc. 16,145 51
      64,440
Pharmaceuticals (41.8%)    
  Johnson & Johnson 1,947,944 148,258
  Pfizer Inc. 5,175,075 141,642
  Merck & Co. Inc. 2,136,904 91,310
  Bristol-Myers Squibb Co. 1,160,183 42,892
  AbbVie Inc. 1,103,106 40,727
  Eli Lilly & Co. 734,137 40,128
  Allergan Inc. 216,192 23,440
* Mylan Inc. 286,543 8,485
* Actavis Inc. 89,889 7,655
  Perrigo Co. 62,705 7,096
* Forest Laboratories Inc. 187,007 6,882
* Hospira Inc. 116,344 3,424
* Endo Health Solutions Inc. 80,167 2,485
  Warner Chilcott plc Class A 149,778 2,023
* Salix Pharmaceuticals Ltd. 41,360 2,020
* Zoetis Inc. 53,441 1,788
* Jazz Pharmaceuticals plc 24,439 1,422
  Questcor Pharmaceuticals    
  Inc. 41,840 1,364
* Medicines Co. 37,498 1,193
* ViroPharma Inc. 46,255 1,154
* Impax Laboratories Inc. 45,613 904
* Vivus Inc. 69,896 749
* Nektar Therapeutics 79,894 741
* Akorn Inc. 46,806 646
* Auxilium Pharmaceuticals    
  Inc. 34,196 583
* Santarus Inc. 37,232 494
* MAP Pharmaceuticals Inc. 19,753 494
* Optimer Pharmaceuticals    
  Inc. 32,442 393
  Hi-Tech Pharmacal Co. Inc. 7,663 284
* Depomed Inc. 40,705 263
* AVANIR Pharmaceuticals    
  Inc. 88,877 243
* XenoPort Inc. 30,954 236
* Cadence Pharmaceuticals    
  Inc. 43,905 215
* Endocyte Inc. 18,074 174
* Obagi Medical Products Inc. 12,797 172
* Sciclone Pharmaceuticals    
  Inc. 31,220 149
* Pozen Inc. 18,225 113
* Sagent Pharmaceuticals Inc. 6,475 106
* Ampio Pharmaceuticals Inc. 19,898 77
  Pain Therapeutics Inc. 25,230 74
* Corcept Therapeutics Inc. 43,781 71
* Supernus Pharmaceuticals    
  Inc. 7,476 57
      582,626
Total Common Stocks    
(Cost $1,189,546)   1,393,160

 

47


 

Health Care Index Fund    
 
 
 
 
    Market
    Value
  Shares ($000)
Temporary Cash Investment (0.0%)  
Money Market Fund (0.0%)  
1,2 Vanguard Market    
Liquidity Fund, 0.143%    
(Cost $142) 141,501 142
Total Investments (99.9%)    
(Cost $1,189,688)   1,393,302
Other Assets and Liabilities (0.1%)  
Other Assets   10,520
Liabilities2   (9,698)
    822
Net Assets (100%)   1,394,124

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 1,213,879
Undistributed Net Investment Income 3,055
Accumulated Net Realized Losses (26,424)
Unrealized Appreciation (Depreciation) 203,614
Net Assets 1,394,124
 
 
Admiral Shares—Net Assets  
Applicable to 3,696,600 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 144,273
Net Asset Value Per Share—  
Admiral Shares $39.03
 
 
ETF Shares—Net Assets  
Applicable to 16,019,152 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 1,249,851
Net Asset Value Per Share—  
ETF Shares $78.02

 

See Note A in Notes to Financial Statements.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $120,000.
* Non-income-producing security.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
2 Includes $142,000 of collateral received for securities on loan.
See accompanying Notes, which are an integral part of the Financial Statements.

48


 

Health Care Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 11,978
Interest1 1
Security Lending 34
Total Income 12,013
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 77
Management and Administrative—  
Admiral Shares 64
Management and Administrative—  
ETF Shares 493
Marketing and Distribution—  
Admiral Shares 8
Marketing and Distribution—ETF Shares 117
Custodian Fees 12
Shareholders’ Reports—Admiral Shares
Shareholders’ Reports—ETF Shares 41
Trustees’ Fees and Expenses 1
Total Expenses 813
Net Investment Income 11,200
Realized Net Gain (Loss) on  
Investment Securities Sold 6,172
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities 123,936
Net Increase (Decrease) in Net Assets  
Resulting from Operations 141,308

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 11,200 16,328
Realized Net Gain (Loss) 6,172 32,362
Change in Unrealized Appreciation (Depreciation) 123,936 107,666
Net Increase (Decrease) in Net Assets Resulting from Operations 141,308 156,356
Distributions    
Net Investment Income    
Admiral Shares (1,915) (1,286)
ETF Shares (17,154) (12,186)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (19,069) (13,472)
Capital Share Transactions    
Admiral Shares 34,135 9,409
ETF Shares 245,721 73,028
Net Increase (Decrease) from Capital Share Transactions 279,856 82,437
Total Increase (Decrease) 402,095 225,321
Net Assets    
Beginning of Period 992,029 766,708
End of Period2 1,394,124 992,029

 

1 Interest income from an affiliated company of the fund was $1,000.
2 Net Assets—End of Period includes undistributed net investment income of $3,055,000 and $10,924,000.
See accompanying Notes, which are an integral part of the Financial Statements.

49


 

Health Care Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $35.18 $29.81 $24.87 $25.19 $28.68 $29.82
Investment Operations            
Net Investment Income .3501 .599 .533 .7292 .398 .345
Net Realized and Unrealized Gain (Loss)            
on Investments 4.101 5.298 4.888 (.312) (3.524) (1.090)
Total from Investment Operations 4.451 5.897 5.421 .417 (3.126) (.745)
Distributions            
Dividends from Net Investment Income (.601) (.527) (.481) (.737) (.364) (.395)
Distributions from Realized Capital Gains
Total Distributions (.601) (.527) (.481) (.737) (.364) (.395)
Net Asset Value, End of Period $39.03 $35.18 $29.81 $24.87 $25.19 $28.68
 
Total Return3 12.78% 20.08% 21.90% 1.41% –10.74% –2.59%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $144 $98 $75 $54 $111 $136
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 1.93% 1.92% 1.74% 2.74%2 1.75% 1.36%
Portfolio Turnover Rate4 7% 9% 9% 10% 6% 8%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Net investment income per share and the ratio of net investment income to average net assets include $.30 and 1.17%, respectively, resulting from a cash payment received in connection with the merger of Schering-Plough Corp. and Merck & Co., Inc., in November 2009.
3 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

50


 

Health Care Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $70.32 $59.58 $49.72 $50.37 $57.36 $59.65
Investment Operations            
Net Investment Income .7081 1.197 1.057 1.4832 .809 .720
Net Realized and Unrealized Gain (Loss)            
on Investments 8.190 10.592 9.782 (.646) (7.045) (2.190)
Total from Investment Operations 8.898 11.789 10.839 .837 (6.236) (1.470)
Distributions            
Dividends from Net Investment Income (1.198) (1.049) (.979) (1.487) (.754) (.820)
Distributions from Realized Capital Gains
Total Distributions (1.198) (1.049) (.979) (1.487) (.754) (.820)
Net Asset Value, End of Period $78.02 $70.32 $59.58 $49.72 $50.37 $57.36
 
Total Return 12.78% 20.07% 21.90% 1.40% –10.70% –2.55%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $1,250 $894 $692 $558 $554 $614
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 1.93% 1.92% 1.74% 2.74%2 1.78% 1.41%
Portfolio Turnover Rate3 7% 9% 9% 10% 6% 8%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Net investment income per share and the ratio of net investment income to average net assets include $.62 and 1.17%, respectively, resulting from a cash payment received in connection with the merger of Schering-Plough Corp. and Merck & Co., Inc., in November 2009.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

51


 

Health Care Index Fund

Notes to Financial Statements

Vanguard Health Care Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

5. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $174,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.07% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

52


 

Health Care Index Fund

The following table summarizes the market value of the fund’s investments as of February 28, 2013, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 1,393,152 8
Temporary Cash Investments 142
Total 1,393,294 8

 

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $4,580,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $28,117,000 to offset future net capital gains of $6,542,000 through August 31, 2018, and $21,575,000 through August 31, 2019. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $1,189,688,000. Net unrealized appreciation of investment securities for tax purposes was $203,614,000, consisting of unrealized gains of $231,037,000 on securities that had risen in value since their purchase and $27,423,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $326,378,000 of investment securities and sold $55,387,000 of investment securities, other than temporary cash investments. Purchases and sales include $260,423,000 and $14,904,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 46,657 1,252 20,046 610
Issued in Lieu of Cash Distributions 1,689 47 1,112 37
Redeemed1 (14,211) (383) (11,749) (371)
Net Increase (Decrease)—Admiral Shares 34,135 916 9,409 276
ETF Shares        
Issued 260,627 3,502 142,065 2,202
Issued in Lieu of Cash Distributions
Redeemed1 (14,906) (200) (69,037) (1,100)
Net Increase (Decrease)—ETF Shares 245,721 3,302 73,028 1,102

1 Net of redemption fees for fiscal 2012 of $54,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

53


 

Industrials Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VINAX VIS
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 1.82% 1.82%

 

Portfolio Characteristics    
    MSCI  
    US IMI/ MSCI
    Industrials US IMI/
  Fund 25/50 2500
Number of Stocks 360 359 2,478
Median Market Cap $24.5B $24.5B $38.3B
Price/Earnings Ratio 18.2x 18.2x 17.3x
Price/Book Ratio 2.8x 2.8x 2.3x
Return on Equity 17.6% 17.6% 16.9%
Earnings Growth Rate 5.9% 5.9% 9.4%
Dividend Yield 2.0% 2.0% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 7%
Short-Term Reserves 0.0%

 

Volatility Measures    
  MSCI US  
  IMI/Industrials MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.93
Beta 1.00 1.21

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Aerospace & Defense 19.1%
Air Freight & Logistics 6.2
Airlines 2.2
Building Products 1.7
Construction & Engineering 2.6
Construction & Farm Machinery  
& Heavy Trucks 9.4
Diversified Support Services 1.1
Electrical Components & Equipment 7.3
Environmental & Facilities Services 2.7
Human Resource & Employment Services 1.0
Industrial Conglomerates 18.9
Industrial Machinery 10.7
Railroads 6.8
Research & Consulting Services 2.2
Security & Alarm Services 1.5
Trading Companies & Distributors 3.1
Trucking 1.8
Other Industrials 1.7

 

Ten Largest Holdings (% of total net assets)
 
General    
Electric Co. Industrial Conglomerates 13.0%
United Aerospace  
Technologies Corp. & Defense 4.2
3M Co. Industrial Conglomerates 3.7
Union Pacific Corp. Railroads 3.5
Caterpillar Inc. Construction  
  & Farm Machinery  
  & Heavy Trucks 3.2
United Parcel    
Service Inc. Air Freight  
Class B & Logistics 3.2
Boeing Co. Aerospace  
  & Defense 3.0
Honeywell Aerospace  
International Inc. & Defense 2.8
Emerson Electrical Components  
Electric Co. & Equipment 2.2
Danaher Corp. Industrial Conglomerates 1.9
Top Ten   40.7%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

54


 

Industrials Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): September 23, 2004–February 28, 2013


Industrials Index Fund ETF Shares Net Asset Value
Spliced US IMI/Industrials 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 9/23/2004      
Market Price   17.13% 1.36% 6.36%
Net Asset Value   17.09 1.33 6.36
Admiral Shares 5/8/2006 17.13 1.33 2.85

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Industrials 25/50: MSCI US IMI/Industrials through February 26, 2010; MSCI US IMI/Industrials 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

55


 

Industrials Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (100.0%)    
Aerospace & Defense (19.2%)    
  United Technologies Corp. 339,912 30,779
  Boeing Co. 279,659 21,506
  Honeywell International    
  Inc. 290,523 20,366
  Precision Castparts Corp. 56,816 10,601
  Lockheed Martin Corp. 107,374 9,449
  General Dynamics Corp. 117,158 7,963
  Raytheon Co. 128,774 7,027
  Northrop Grumman Corp. 91,037 5,979
  Textron Inc. 109,942 3,172
  Rockwell Collins Inc. 51,963 3,124
  L-3 Communications    
  Holdings Inc. 36,692 2,799
  TransDigm Group Inc. 19,159 2,727
* B/E Aerospace Inc. 40,547 2,133
  Triumph Group Inc. 19,506 1,432
* Hexcel Corp. 38,907 1,060
* Teledyne Technologies Inc. 13,673 1,006
  Huntington Ingalls    
  Industries Inc. 19,345 929
  Alliant Techsystems Inc. 12,751 839
* Esterline Technologies    
  Corp. 12,053 831
* Spirit Aerosystems    
  Holdings Inc. Class A 46,715 813
  Exelis Inc. 73,178 755
* Moog Inc. Class A 15,357 690
* DigitalGlobe Inc. 25,333 661
  Curtiss-Wright Corp. 16,439 571
  HEICO Corp. Class A 11,645 388
* Orbital Sciences Corp. 23,209 343
  AAR Corp. 15,603 274
  Cubic Corp. 6,226 260
  HEICO Corp. 5,867 255
* GenCorp Inc. 18,792 226
  American Science &    
  Engineering Inc. 3,296 206
* Taser International Inc. 20,643 154
* Aerovironment Inc. 6,840 151
  National Presto Industries    
  Inc. 1,847 140
* KEYW Holding Corp. 8,868 129
* Engility Holdings Inc. 6,355 120
* Astronics Corp. 3,503 97
* Ducommun Inc. 3,869 60
* Astronics Corp. Class B 406 11
      140,026
Air Freight & Logistics (6.2%)    
  United Parcel Service Inc.    
  Class B 282,471 23,346
  FedEx Corp. 116,485 12,281
  CH Robinson Worldwide    
  Inc. 62,879 3,585
  Expeditors International of    
  Washington Inc. 81,844 3,180

 

      Market
      Value
    Shares ($000)
  UTi Worldwide Inc. 40,632 619
* Hub Group Inc. Class A 14,450 545
* Atlas Air Worldwide    
  Holdings Inc. 10,307 487
  Forward Air Corp. 11,511 434
* Air Transport Services    
  Group Inc. 20,965 116
* XPO Logistics Inc. 6,507 113
* Echo Global Logistics Inc. 5,382 100
* Pacer International Inc. 13,492 56
      44,862
Airlines (2.2%)    
* Delta Air Lines Inc. 332,116 4,739
* United Continental    
  Holdings Inc. 129,682 3,464
  Southwest Airlines Co. 288,522 3,376
* Alaska Air Group Inc. 27,403 1,413
* US Airways Group Inc. 63,380 851
* JetBlue Airways Corp. 94,067 570
* Spirit Airlines Inc. 24,016 486
  Allegiant Travel Co. Class A 5,997 482
  SkyWest Inc. 20,062 281
* Republic Airways Holdings    
  Inc. 18,113 170
* Hawaiian Holdings Inc. 19,113 108
      15,940
Building Products (1.7%)    
  Masco Corp. 140,399 2,704
* Fortune Brands Home &    
  Security Inc. 63,511 2,194
* Owens Corning 43,804 1,700
  AO Smith Corp. 15,403 1,102
  Lennox International Inc. 16,819 994
* USG Corp. 29,339 828
  Armstrong World Industries    
  Inc. 10,314 527
  Simpson Manufacturing    
  Co. Inc. 15,082 439
  Universal Forest Products    
  Inc. 7,294 296
  Quanex Building Products    
  Corp. 14,428 287
  Apogee Enterprises Inc. 11,128 287
* Trex Co. Inc. 5,579 264
  Griffon Corp. 20,314 229
* Gibraltar Industries Inc. 11,275 193
  AAON Inc. 7,107 171
* American Woodmark Corp. 4,039 130
* Ameresco Inc. Class A 6,641 55
      12,400
Commercial Services & Supplies (6.5%)    
  Waste Management Inc. 172,056 6,421
  Tyco International Ltd. 181,836 5,821
  ADT Corp. 90,792 4,348
  Republic Services Inc.    
  Class A 121,087 3,807
* Stericycle Inc. 33,507 3,214

 

      Market
      Value
    Shares ($000)
  Cintas Corp. 43,852 1,925
  Iron Mountain Inc. 55,458 1,913
  Avery Dennison Corp. 38,851 1,587
  Waste Connections Inc. 45,580 1,559
* Copart Inc. 41,215 1,407
* Clean Harbors Inc. 22,052 1,136
  Pitney Bowes Inc. 78,311 1,026
  Covanta Holding Corp. 46,425 908
  Deluxe Corp. 19,857 788
  RR Donnelley & Sons Co. 70,562 737
* Tetra Tech Inc. 24,905 719
  Rollins Inc. 25,565 627
  Healthcare Services Group    
  Inc. 25,101 605
  Mine Safety Appliances Co. 12,234 573
  HNI Corp. 17,648 557
  Herman Miller Inc. 22,743 546
  United Stationers Inc. 14,997 543
  Brink’s Co. 18,600 492
  UniFirst Corp. 5,869 490
  ABM Industries Inc. 21,080 478
  KAR Auction Services Inc. 21,311 452
  Interface Inc. Class A 24,458 448
  Steelcase Inc. Class A 31,245 442
* Mobile Mini Inc. 15,191 409
* ACCO Brands Corp. 44,123 331
* Team Inc. 7,430 326
  Knoll Inc. 18,661 318
  G&K Services Inc. Class A 7,470 311
  McGrath RentCorp 9,226 272
  Viad Corp. 7,818 215
* InnerWorkings Inc. 14,456 213
  Quad/Graphics Inc. 9,697 211
  US Ecology Inc. 7,241 180
  Ennis Inc. 10,157 159
* EnerNOC Inc. 8,999 148
* Consolidated Graphics Inc. 3,513 136
* Standard Parking Corp. 6,116 127
* EnergySolutions Inc. 32,150 120
  Multi-Color Corp. 4,650 112
  Kimball International Inc.    
  Class B 11,020 101
* TMS International Corp.    
  Class A 5,672 78
  Schawk Inc. Class A 5,912 64
* Swisher Hygiene Inc. 43,385 61
* Cenveo Inc. 21,657 45
* ARC Document Solutions    
  Inc. 15,154 34
* Metalico Inc. 16,339 27
      47,567
Construction & Engineering (2.5%)  
  Fluor Corp. 65,034 4,026
* Jacobs Engineering Group    
  Inc. 50,744 2,478
* Quanta Services Inc. 86,141 2,446
  KBR Inc. 57,562 1,749

 

56


 

Industrials Index Fund    
 
 
 
 
      Market
      Value
    Shares ($000)
  URS Corp. 30,009 1,268
* AECOM Technology Corp. 37,945 1,150
* Foster Wheeler AG 41,814 1,006
  EMCOR Group Inc. 25,957 1,001
* MasTec Inc. 22,296 671
  Granite Construction Inc. 14,331 446
* Aegion Corp. Class A 15,368 369
* Dycom Industries Inc. 12,966 272
* Tutor Perini Corp. 14,046 239
  Great Lakes Dredge & Dock  
  Corp. 22,019 215
  Primoris Services Corp. 10,997 206
* MYR Group Inc. 7,990 185
  Comfort Systems USA Inc. 14,471 181
* Layne Christensen Co. 7,755 171
  Pike Electric Corp. 8,057 112
* Orion Marine Group Inc. 10,338 98
* Furmanite Corp. 14,332 86
* Northwest Pipe Co. 3,579 86
  Michael Baker Corp. 3,432 83
* Sterling Construction Co.    
  Inc. 5,998 68
      18,612
Electrical Equipment (7.5%)    
  Emerson Electric Co. 282,691 16,029
  Eaton Corp. plc 180,836 11,206
  Rockwell Automation Inc. 54,401 4,915
  Roper Industries Inc. 38,424 4,788
  AMETEK Inc. 94,790 3,965
  Hubbell Inc. Class B 20,337 1,890
* Sensata Technologies    
  Holding NV 45,276 1,471
  Regal-Beloit Corp. 16,514 1,276
  Acuity Brands Inc. 16,687 1,137
  Babcock & Wilcox Co. 41,780 1,129
  Belden Inc. 17,384 875
* EnerSys Inc. 18,914 773
* Polypore International Inc. 18,214 697
* General Cable Corp. 19,350 637
  Brady Corp. Class A 18,554 632
  Generac Holdings Inc. 17,368 598
  Franklin Electric Co. Inc. 7,823 509
  AZZ Inc. 9,851 440
* II-VI Inc. 20,902 362
* GrafTech International Ltd. 44,483 329
* Powell Industries Inc. 3,694 215
  Encore Wire Corp. 6,443 211
* Thermon Group Holdings    
  Inc. 9,600 197
* Capstone Turbine Corp. 116,052 113
  Global Power Equipment    
  Group Inc. 6,682 112
  Preformed Line Products    
  Co. 916 65
* American Superconductor    
  Corp. 17,673 51
* Vicor Corp. 8,037 42
      54,664
Industrial Conglomerates (19.0%)  
  General Electric Co. 4,093,652 95,055
  3M Co. 256,611 26,687
  Danaher Corp. 229,851 14,159
  Carlisle Cos. Inc. 24,542 1,666
  Seaboard Corp. 140 399
  Raven Industries Inc. 13,445 380
      138,346
Machinery (20.0%)    
  Caterpillar Inc. 255,284 23,581
  Deere & Co. 145,255 12,758
  Illinois Tool Works Inc. 162,830 10,014

 

      Market
      Value
    Shares ($000)
  Cummins Inc. 70,489 8,168
  PACCAR Inc. 130,939 6,210
  Ingersoll-Rand plc 117,518 6,187
  Parker Hannifin Corp. 58,251 5,504
  Dover Corp. 69,900 5,127
  Stanley Black & Decker Inc. 62,375 4,909
  Pentair Ltd. 82,132 4,375
  Flowserve Corp. 19,498 3,129
  Pall Corp. 44,317 3,022
  Joy Global Inc. 41,302 2,616
  Xylem Inc. 72,476 1,993
  Donaldson Co. Inc. 55,143 1,987
  AGCO Corp. 37,893 1,951
  Wabtec Corp. 18,681 1,827
  Snap-on Inc. 22,717 1,824
  Timken Co. 31,781 1,726
  Lincoln Electric Holdings    
  Inc. 30,797 1,726
* WABCO Holdings Inc. 24,810 1,705
  IDEX Corp. 32,369 1,649
  SPX Corp. 19,819 1,596
  Valmont Industries Inc. 9,350 1,473
  Nordson Corp. 22,506 1,427
* Terex Corp. 43,105 1,414
  Graco Inc. 23,668 1,375
  Gardner Denver Inc. 19,155 1,360
  Trinity Industries Inc. 30,845 1,334
  Kennametal Inc. 31,155 1,261
* Oshkosh Corp. 32,213 1,242
* Middleby Corp. 7,310 1,091
  Toro Co. 22,913 1,033
  CLARCOR Inc. 19,535 996
  Crane Co. 17,803 957
* Colfax Corp. 21,996 955
  Manitowoc Co. Inc. 49,093 909
  ITT Corp. 34,354 905
  Woodward Inc. 23,991 898
* Chart Industries Inc. 11,709 850
  Actuant Corp. Class A 27,036 822
  Harsco Corp. 31,500 755
  Mueller Industries Inc. 11,163 594
* Navistar International Corp. 21,599 536
  Watts Water Technologies    
  Inc. Class A 10,527 494
  Barnes Group Inc. 17,906 476
  Briggs & Stratton Corp. 18,663 457
* RBC Bearings Inc. 8,871 442
  Lindsay Corp. 4,962 424
  ESCO Technologies Inc. 10,441 423
* Trimas Corp. 13,783 395
* EnPro Industries Inc. 8,104 377
  Titan International Inc. 16,761 354
  Mueller Water Products Inc.    
  Class A 61,297 344
  Kaydon Corp. 12,578 315
  Tennant Co. 6,543 305
  Albany International Corp. 10,485 299
* Blount International Inc. 18,276 275
  Altra Holdings Inc. 10,474 270
  Standex International Corp. 4,998 269
  Astec Industries Inc. 7,521 268
* Proto Labs Inc. 5,695 265
  CIRCOR International Inc. 6,092 254
* Wabash National Corp. 26,560 253
  Sauer-Danfoss Inc. 4,678 253
* Rexnord Corp. 11,406 232
  Sun Hydraulics Corp. 8,064 225
  Cascade Corp. 3,473 223
  John Bean Technologies    
  Corp. 11,272 208

 

      Market
      Value
    Shares ($000)
* Greenbrier Cos. Inc. 9,927 201
* Federal Signal Corp. 24,050 188
  LB Foster Co. Class A 3,709 164
  Gorman-Rupp Co. 5,661 163
  American Railcar Industries    
  Inc. 3,706 162
* Meritor Inc. 35,224 155
* Columbus McKinnon Corp. 7,163 141
  Douglas Dynamics Inc. 8,499 121
  Hyster-Yale Materials    
  Handling Inc. 2,288 117
* Kadant Inc. 4,400 108
  Alamo Group Inc. 2,757 99
  FreightCar America Inc. 4,567 96
  Dynamic Materials Corp. 5,171 87
  Twin Disc Inc. 3,279 78
* Commercial Vehicle Group    
  Inc. 9,759 77
* Accuride Corp. 15,505 63
  Ampco-Pittsburgh Corp. 2,986 56
* PMFG Inc. 6,598 45
      145,992
Marine (0.3%)    
* Kirby Corp. 19,627 1,491
  Matson Inc. 16,551 426
* Genco Shipping & Trading    
  Ltd. 12,531 32
      1,949
Professional Services (3.2%)    
* Verisk Analytics Inc.    
  Class A 55,309 3,237
  Equifax Inc. 46,654 2,572
* IHS Inc. Class A 21,864 2,323
* Nielsen Holdings NV 65,531 2,208
  Robert Half International    
  Inc. 52,266 1,858
  Manpower Inc. 30,792 1,681
  Towers Watson & Co.    
  Class A 24,780 1,650
  Dun & Bradstreet Corp. 17,435 1,405
  Corporate Executive Board    
  Co. 13,125 711
* Advisory Board Co. 13,587 690
* FTI Consulting Inc. 16,375 569
* Acacia Research Corp. 19,370 542
* On Assignment Inc. 17,415 381
* Huron Consulting Group Inc. 8,992 352
* Korn/Ferry International 18,937 350
* TrueBlue Inc. 15,628 303
* Exponent Inc. 5,182 260
* Navigant Consulting Inc. 20,054 255
  Insperity Inc. 8,434 239
  Resources Connection Inc. 16,427 201
  Kelly Services Inc. Class A 11,022 195
* ICF International Inc. 7,721 191
  Kforce Inc. 11,255 164
* WageWorks Inc. 5,968 141
* Mistras Group Inc. 6,470 132
* CBIZ Inc. 16,543 105
* CRA International Inc. 4,046 89
  CDI Corp. 5,347 88
  Heidrick & Struggles    
  International Inc. 6,219 85
* RPX Corp. 7,009 83
* Pendrell Corp. 39,842 57
* Hill International Inc. 10,499 36
* Dolan Co. 11,134 32
      23,185

 

57


 

Industrials Index Fund

      Market
      Value
    Shares ($000)
Road & Rail (8.5%)    
  Union Pacific Corp. 183,635 25,178
  CSX Corp. 402,631 9,236
  Norfolk Southern Corp. 123,378 9,013
  Kansas City Southern 42,978 4,425
  JB Hunt Transport    
  Services Inc. 36,907 2,566
* Hertz Global Holdings Inc. 123,207 2,458
* Genesee & Wyoming Inc.    
  Class A 17,541 1,570
  Ryder System Inc. 19,939 1,121
  Landstar System Inc. 18,175 1,023
* Avis Budget Group Inc. 41,518 970
* Old Dominion Freight    
  Line Inc. 25,209 906
  Con-way Inc. 21,879 769
  AMERCO 3,055 460
* Swift Transportation Co. 33,959 460
  Werner Enterprises Inc. 17,092 394
  Knight Transportation Inc. 23,327 365
  Heartland Express Inc. 20,090 273
* Saia Inc. 6,329 203
  Celadon Group Inc. 8,894 177
* Roadrunner Transportation    
  Systems Inc. 6,745 154
  Marten Transport Ltd. 6,351 132
* Zipcar Inc. 10,307 126
  Arkansas Best Corp. 9,325 108
* Quality Distribution Inc. 8,695 69
* Patriot Transportation    
  Holding Inc. 2,333 63
      62,219
Trading Companies & Distributors (3.1%)  
  Fastenal Co. 109,913 5,675
  WW Grainger Inc. 23,065 5,223
* United Rentals Inc. 30,701 1,640
  MSC Industrial Direct Co.    
  Inc. Class A 18,430 1,572
* WESCO International Inc. 17,078 1,262

 

      Market
      Value
    Shares ($000)
  GATX Corp. 17,396 867
  Watsco Inc. 10,468 815
* Air Lease Corp. 29,140 792
* Beacon Roofing Supply Inc. 18,606 687
  Applied Industrial    
  Technologies Inc. 14,805 643
  TAL International Group Inc. 13,146 566
* MRC Global Inc. 17,787 546
  Aircastle Ltd. 27,265 367
  Kaman Corp. 9,283 324
* Rush Enterprises Inc.    
  Class A 10,987 269
* DXP Enterprises Inc. 3,853 240
  H&E Equipment Services    
  Inc. 11,766 229
* Titan Machinery Inc. 7,019 198
* CAI International Inc. 6,768 187
  SeaCube Container Leasing    
  Ltd. 4,268 98
  Houston Wire & Cable Co. 6,502 76
* Edgen Group Inc. 6,001 48
      22,324
Transportation Infrastructure (0.1%)  
  Macquarie Infrastructure    
  Co. LLC 15,505 796
* Wesco Aircraft Holdings Inc. 9,022 123
      919
Total Investments (100.0%)    
(Cost $671,952)   729,005
Other Assets and Liabilities (0.0%)  
Other Assets   5,253
Liabilities   (5,323)
      (70)
Net Assets (100%)   728,935

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 692,832
Undistributed Net Investment Income 697
Accumulated Net Realized Losses (21,647)
Unrealized Appreciation (Depreciation) 57,053
Net Assets 728,935
 
 
Admiral Shares—Net Assets  
Applicable to 379,505 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 15,104
Net Asset Value Per Share—  
Admiral Shares $39.80
 
 
ETF Shares—Net Assets  
Applicable to 9,214,450 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 713,831
Net Asset Value Per Share—  
ETF Shares $77.47

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
See accompanying Notes, which are an integral part of the Financial Statements.

58


 

Industrials Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 7,605
Security Lending 5
Total Income 7,610
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 37
Management and Administrative—  
Admiral Shares 6
Management and Administrative—  
ETF Shares 260
Marketing and Distribution—  
Admiral Shares 2
Marketing and Distribution—  
ETF Shares 66
Custodian Fees 13
Shareholders’ Reports—Admiral Shares
Shareholders’ Reports—ETF Shares 18
Total Expenses 402
Net Investment Income 7,208
Realized Net Gain (Loss) on  
Investment Securities Sold 5,544
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities 79,445
Net Increase (Decrease) in Net Assets  
Resulting from Operations 92,197

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 7,208 9,557
Realized Net Gain (Loss) 5,544 8,988
Change in Unrealized Appreciation (Depreciation) 79,445 45,835
Net Increase (Decrease) in Net Assets Resulting from Operations 92,197 64,380
Distributions    
Net Investment Income    
Admiral Shares (276) (279)
ETF Shares (12,372) (8,530)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (12,648) (8,809)
Capital Share Transactions    
Admiral Shares (480) (2,231)
ETF Shares 153,678 (22,863)
Net Increase (Decrease) from Capital Share Transactions 153,198 (25,094)
Total Increase (Decrease) 232,747 30,477
Net Assets    
Beginning of Period 496,188 465,711
End of Period1 728,935 496,188

 

1 Net Assets—End of Period includes undistributed net investment income of $697,000 and $6,137,000.
See accompanying Notes, which are an integral part of the Financial Statements.

59


 

Industrials Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $34.84 $30.89 $26.57 $23.85 $34.20 $37.94
Investment Operations            
Net Investment Income .4481 .699 .511 .4461 .635 .5761
Net Realized and Unrealized Gain (Loss)            
on Investments 5.274 3.878 4.248 2.619 (10.428) (3.816)
Total from Investment Operations 5.722 4.577 4.759 3.065 (9.793) (3.240)
Distributions            
Dividends from Net Investment Income (.762) (.627) (.439) (.345) (.557) (.500)
Distributions from Realized Capital Gains
Total Distributions (.762) (.627) (.439) (.345) (.557) (.500)
Net Asset Value, End of Period $39.80 $34.84 $30.89 $26.57 $23.85 $34.20
 
Total Return2 16.62% 15.03% 17.79% 12.85% –28.44% –8.67%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $15 $14 $14 $7 $6 $11
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 2.46% 1.99% 1.66% 1.69% 2.71% 1.63%
Portfolio Turnover Rate3 7% 6% 5% 10% 8% 7%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

60


 

Industrials Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $67.82 $60.12 $51.71 $46.45 $66.65 $73.94
Investment Operations            
Net Investment Income .8841 1.360 .992 .9101 1.253 1.1571
Net Realized and Unrealized Gain (Loss)            
on Investments 10.254 7.557 8.269 5.065 (20.342) (7.466)
Total from Investment Operations 11.138 8.917 9.261 5.975 (19.089) (6.309)
Distributions            
Dividends from Net Investment Income (1.488) (1.217) (.851) (.715) (1.111) (.981)
Distributions from Realized Capital Gains
Total Distributions (1.488) (1.217) (.851) (.715) (1.111) (.981)
Net Asset Value, End of Period $77.47 $67.82 $60.12 $51.71 $46.45 $66.65
 
Total Return 16.60% 15.04% 17.79% 12.85% –28.41% –8.65%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $714 $482 $451 $295 $186 $347
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 2.46% 1.99% 1.66% 1.69% 2.74% 1.68%
Portfolio Turnover Rate2 7% 6% 5% 10% 8% 7%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

61


 

Industrials Index Fund

Notes to Financial Statements

Vanguard Industrials Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

5. Other: Dividend income is recorded on the ex-dividend date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $91,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.04% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

62


 

Industrials Index Fund

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $2,979,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $24,212,000 to offset future net capital gains. Of this amount, $23,825,000 is subject to expiration dates; $18,000 may be used to offset future net capital gains through August 31, 2014, $283,000 through August 31, 2015, $552,000 through August 31, 2016, $4,696,000 through August 31, 2017, $13,144,000 through August 31, 2018, and $5,132,000 through August 31, 2019. Capital losses of $387,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $671,952,000. Net unrealized appreciation of investment securities for tax purposes was $57,053,000, consisting of unrealized gains of $88,597,000 on securities that had risen in value since their purchase and $31,544,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $188,378,000 of investment securities and sold $40,293,000 of investment securities, other than temporary cash investments. Purchases and sales include $167,517,000 and $13,935,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 2,075 56 2,574 77
Issued in Lieu of Cash Distributions 228 6 224 7
Redeemed1 (2,783) (76) (5,029) (152)
Net Increase (Decrease)—Admiral Shares (480) (14) (2,231) (68)
ETF Shares        
Issued 167,616 2,300 26,506 405
Issued in Lieu of Cash Distributions
Redeemed1 (13,938) (200) (49,369) (800)
Net Increase (Decrease)—ETF Shares 153,678 2,100 (22,863) (395)

1 Net of redemption fees for fiscal 2012 of $9,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

63


 

Information Technology Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VITAX VGT
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 1.39% 1.39%

 

Portfolio Characteristics    
    MSCI  
    US IMI/  
    Information MSCI
    Technology US IMI/
  Fund 25/50 2500
Number of Stocks 415 415 2,478
Median Market Cap $111.7B $111.7B $38.3B
Price/Earnings Ratio 16.9x 16.9x 17.3x
Price/Book Ratio 3.1x 3.1x 2.3x
Return on Equity 23.8% 23.8% 16.9%
Earnings Growth Rate 23.5% 23.5% 9.4%
Dividend Yield 1.5% 1.5% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 8%
Short-Term Reserves –0.4%

 

Volatility Measures    
  MSCI US  
  IMI/Information  
  Technology MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.88
Beta 1.00 1.08

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Application Software 5.6%
Communications Equipment 10.1
Computer Hardware 16.3
Computer Storage & Peripherals 3.4
Data Processing & Outsourced Services 9.1
Electronic Components 1.3
Electronic Manufacturing Services 1.5
Internet Software & Services 14.0
IT Consulting & Other Services 10.6
Semiconductor Equipment 1.8
Semiconductors 10.3
Systems Software 13.8
Other Information Technology 2.2

 

Ten Largest Holdings (% of total net assets)
 
Apple Inc. Computer Hardware 13.9%
International    
Business Machines IT Consulting  
Corp. & Other Services 7.2
Google Inc. Internet Software  
Class A & Services 7.1
Microsoft Corp. Systems Software 7.1
Oracle Corp. Systems Software 4.4
QUALCOMM Inc. Communications  
  Equipment 3.8
Cisco Systems Inc. Communications  
  Equipment 3.7
Intel Corp. Semiconductors 3.5
Visa Inc. Class A Data Processing  
  & Outsourced Services 2.9
eBay Inc. Internet Software  
  & Services 2.1
Top Ten Total   55.7%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

64


 

Information Technology Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): January 26, 2004–February 28, 2013


Information Technology Index Fund ETF Shares Net Asset Value
Spliced US IMI/Information Technology 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 1/26/2004      
Market Price   14.00% 3.64% 4.19%
Net Asset Value   14.05 3.63 4.19
Admiral Shares 3/25/2004 14.04 3.61 5.54

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Information Technology 25/50: MSCI US IMI/Information Technology through February 26, 2010; MSCI US IMI/Information Technology25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

65


 

Information Technology Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (99.7%)1    
Communications Equipment (10.1%)  
  QUALCOMM Inc. 1,621,893 106,445
  Cisco Systems Inc. 5,053,634 105,368
  Motorola Solutions Inc. 240,253 14,946
* Juniper Networks Inc. 490,700 10,148
* F5 Networks Inc. 75,193 7,100
  Harris Corp. 108,453 5,213
* JDS Uniphase Corp. 222,149 3,146
* Aruba Networks Inc. 107,549 2,680
* Brocade Communications    
  Systems Inc. 416,071 2,334
* Riverbed Technology Inc. 145,473 2,223
* Arris Group Inc. 108,075 1,875
* ViaSat Inc. 39,652 1,862
  InterDigital Inc. 38,970 1,730
  Plantronics Inc. 40,586 1,638
* Acme Packet Inc. 54,536 1,591
* Polycom Inc. 168,712 1,537
* Ciena Corp. 96,213 1,466
* Palo Alto Networks Inc. 22,784 1,393
* EchoStar Corp. Class A 35,823 1,356
* Finisar Corp. 88,405 1,295
  ADTRAN Inc. 56,591 1,264
* NETGEAR Inc. 36,279 1,235
* Ixia 41,650 845
* Infinera Corp. 106,914 694
  Tellabs Inc. 332,777 676
* Harmonic Inc. 111,308 633
* Emulex Corp. 84,801 547
  Loral Space &    
  Communications Inc. 9,216 537
* Sonus Networks Inc. 199,113 488
  Comtech    
  Telecommunications    
  Corp. 17,229 461
  Black Box Corp. 16,255 394
* Extreme Networks 76,860 269
* Oplink Communications    
  Inc. 16,835 259
* Calix Inc. 29,449 252
* Digi International Inc. 24,699 244
* Globecomm Systems Inc. 19,865 241
* Procera Networks Inc. 18,866 221
* Anaren Inc. 11,236 217
* Aviat Networks Inc. 58,602 209
* Symmetricom Inc. 39,617 196
* ShoreTel Inc. 41,669 169
  Bel Fuse Inc. Class B 8,556 143
* Oclaro Inc. 71,997 96
* Mitel Networks Corp. 20,808 79
      285,715
Computers & Peripherals (19.7%)  
  Apple Inc. 895,384 395,222
* EMC Corp. 2,005,195 46,140
  Hewlett-Packard Co. 1,871,447 37,691
  Dell Inc. 1,403,335 19,576

 

      Market
      Value
    Shares ($000)
* SanDisk Corp. 230,063 11,593
* NetApp Inc. 340,970 11,535
  Seagate Technology plc 323,367 10,399
  Western Digital Corp. 208,674 9,841
* NCR Corp. 152,319 4,201
*,^ 3D Systems Corp. 73,180 2,705
  Diebold Inc. 57,295 1,618
  Lexmark International Inc.    
  Class A 61,400 1,352
* Synaptics Inc. 31,752 1,104
* Electronics for Imaging Inc. 44,268 1,021
* QLogic Corp. 89,677 1,020
* Fusion-io Inc. 49,622 838
* Cray Inc. 31,007 600
* Silicon Graphics    
  International Corp. 30,214 455
* Intermec Inc. 45,609 452
* Super Micro Computer Inc. 29,751 348
* Quantum Corp. 229,377 289
* Avid Technology Inc. 27,232 189
* STEC Inc. 36,192 174
* Intevac Inc. 22,420 107
* Imation Corp. 28,405 97
      558,567
Electronic Equipment, Instruments &  
Components (4.1%)    
  Corning Inc. 1,406,630 17,738
  TE Connectivity Ltd. 402,182 16,140
  Amphenol Corp. Class A 152,545 10,809
* Trimble Navigation Ltd. 120,289 7,149
* Avnet Inc. 130,599 4,611
* Flextronics International    
  Ltd. 631,261 4,198
* Arrow Electronics Inc. 100,865 4,050
  FLIR Systems Inc. 142,710 3,759
  Jabil Circuit Inc. 176,074 3,298
  National Instruments Corp. 93,663 2,817
* Ingram Micro Inc. 143,899 2,714
  FEI Co. 34,528 2,187
* Tech Data Corp. 36,189 1,920
  IPG Photonics Corp. 31,812 1,886
  Anixter International Inc. 26,019 1,793
  Molex Inc. 63,832 1,769
* Vishay Intertechnology Inc. 125,053 1,649
  Cognex Corp. 39,122 1,611
* Itron Inc. 37,702 1,586
  Molex Inc. Class A 69,422 1,577
  Littelfuse Inc. 22,360 1,480
  Dolby Laboratories Inc.    
  Class A 43,561 1,389
  Coherent Inc. 22,713 1,312
* Universal Display Corp. 39,843 1,250
* OSI Systems Inc. 17,981 1,036
* SYNNEX Corp. 25,103 957
* Benchmark Electronics Inc. 52,736 919
* Insight Enterprises Inc. 42,273 812
* Plexus Corp. 33,274 811
  MTS Systems Corp. 14,887 804

 

      Market
      Value
    Shares ($000)
* Sanmina Corp. 77,660 795
* ScanSource Inc. 26,291 789
* Rogers Corp. 15,856 756
* Rofin-Sinar Technologies    
  Inc. 26,670 709
* FARO Technologies Inc. 16,300 690
  Badger Meter Inc. 12,903 655
* Newport Corp. 36,425 596
  AVX Corp. 48,231 568
* Measurement Specialties    
  Inc. 14,060 511
  Park Electrochemical Corp. 18,751 474
  Methode Electronics Inc. 35,332 463
* Checkpoint Systems Inc. 36,416 432
* Power-One Inc. 101,127 431
* RealD Inc. 36,697 427
* TTM Technologies Inc. 51,791 425
* InvenSense Inc. 31,658 381
  Daktronics Inc. 35,964 367
* DTS Inc. 18,428 367
* Fabrinet 21,145 347
  Electro Scientific    
  Industries Inc. 28,345 312
  CTS Corp. 29,364 288
  Electro Rent Corp. 17,217 279
* Kemet Corp. 42,135 273
* GSI Group Inc. 25,910 249
* Maxwell Technologies Inc. 26,667 233
* Mercury Systems Inc. 30,370 208
* Aeroflex Holding Corp. 16,857 156
* Agilysys Inc. 15,248 140
* Multi-Fineline Electronix    
  Inc. 8,881 136
* Echelon Corp. 32,851 86
      116,574
Internet Software & Services (14.0%)  
* Google Inc. Class A 252,821 202,560
* eBay Inc. 1,108,402 60,607
* Facebook Inc. Class A 1,196,248 32,598
* Yahoo! Inc. 1,069,420 22,789
* LinkedIn Corp. Class A 83,002 13,959
* Equinix Inc. 46,108 9,754
* VeriSign Inc. 147,761 6,767
* Akamai Technologies Inc. 168,884 6,242
* Rackspace Hosting Inc. 103,837 5,800
  AOL Inc. 89,405 3,299
  IAC/InterActiveCorp 78,402 3,195
  MercadoLibre Inc. 31,480 2,695
* CoStar Group Inc. 25,761 2,595
* ValueClick Inc. 68,415 1,825
  j2 Global Inc. 41,303 1,474
* Dealertrack Technologies    
  Inc. 40,671 1,199
* WebMD Health Corp. 48,142 1,064
  NIC Inc. 58,325 1,034
* VistaPrint NV 27,913 977
* OpenTable Inc. 17,369 966

 

66


 

Information Technology Index Fund  
 
 
 
 
      Market
      Value
    Shares ($000)
* Cornerstone OnDemand    
  Inc. 24,053 814
* Liquidity Services Inc. 22,335 761
* ExactTarget Inc. 31,854 710
* LivePerson Inc. 48,185 697
* Web.com Group Inc. 37,910 648
  EarthLink Inc. 100,589 584
* Monster Worldwide Inc. 113,582 582
* Blucora Inc. 37,113 575
  United Online Inc. 86,159 508
* Digital River Inc. 34,308 489
* comScore Inc. 30,371 484
* Bankrate Inc. 37,890 426
* Constant Contact Inc. 29,658 419
* Angie’s List Inc. 24,522 418
* Dice Holdings Inc. 42,528 410
* Internap Network Services    
  Corp. 45,363 394
* LogMeIn Inc. 20,426 365
* Yelp Inc. 16,239 360
* SciQuest Inc. 18,549 355
* Perficient Inc. 30,548 354
* Stamps.com Inc. 13,183 322
* Move Inc. 32,754 320
* Demandware Inc. 11,226 297
* Envestnet Inc. 17,451 268
* Vocus Inc. 18,782 264
* Bazaarvoice Inc. 36,638 256
* Millennial Media Inc. 26,008 244
  Keynote Systems Inc. 15,028 230
* Demand Media Inc. 28,196 228
* Saba Software Inc. 25,856 226
* XO Group Inc. 23,663 217
* IntraLinks Holdings Inc. 36,754 216
* Active Network Inc. 37,978 178
* QuinStreet Inc. 29,764 171
* Travelzoo Inc. 7,517 158
* RealNetworks Inc. 21,449 156
* Brightcove Inc. 22,421 141
* Limelight Networks Inc. 61,833 131
* Responsys Inc. 15,872 128
  Marchex Inc. Class B 23,974 91
* TechTarget Inc. 14,588 71
* Carbonite Inc. 7,142 70
      396,135
IT Services (19.6%)    
  International Business    
  Machines Corp. 1,021,770 205,202
  Visa Inc. Class A 511,046 81,072
  Mastercard Inc. Class A 102,176 52,909
  Accenture plc Class A 607,700 45,189
  Automatic Data    
  Processing Inc. 462,040 28,351
* Cognizant Technology    
  Solutions Corp. Class A 285,906 21,949
* Fiserv Inc. 126,952 10,424
  Paychex Inc. 311,288 10,304
* Teradata Corp. 160,899 9,342
  Fidelity National    
  Information Services Inc. 223,173 8,402
  Western Union Co. 567,768 7,966
* Alliance Data Systems    
  Corp. 47,371 7,517
  Computer Sciences Corp. 147,866 7,102
* Gartner Inc. 89,418 4,449
* FleetCor Technologies Inc. 56,319 3,932
  Global Payments Inc. 75,051 3,618
  Total System Services Inc. 151,141 3,591

 

      Market
      Value
    Shares ($000)
  Jack Henry & Associates    
  Inc. 77,810 3,402
  SAIC Inc. 260,262 3,076
* NeuStar Inc. Class A 63,090 2,767
  Broadridge Financial    
  Solutions Inc. 116,305 2,669
* WEX Inc. 35,069 2,631
  MAXIMUS Inc. 32,621 2,374
  DST Systems Inc. 32,432 2,203
  Lender Processing Services  
  Inc. 80,847 1,986
* VeriFone Systems Inc. 103,299 1,960
* CoreLogic Inc. 74,157 1,921
  Convergys Corp. 103,876 1,723
* Vantiv Inc. Class A 67,275 1,464
* Acxiom Corp. 72,014 1,311
* Sapient Corp. 104,813 1,176
  Heartland Payment    
  Systems Inc. 35,630 1,108
* Cardtronics Inc. 39,955 1,053
* Euronet Worldwide Inc. 43,584 1,052
* CACI International Inc.    
  Class A 20,632 1,047
  Syntel Inc. 16,066 967
* Unisys Corp. 39,714 913
* ExlService Holdings Inc. 23,128 700
* CSG Systems International    
  Inc. 32,264 626
* iGATE Corp. 29,880 571
* Sykes Enterprises Inc. 37,669 560
  ManTech International    
  Corp. Class A 22,488 558
* TeleTech Holdings Inc. 23,436 438
* Global Cash Access    
  Holdings Inc. 59,298 421
  Forrester Research Inc. 14,871 408
  Cass Information Systems    
  Inc. 9,427 403
  Booz Allen Hamilton    
  Holding Corp. 31,351 401
* Virtusa Corp. 18,203 381
* CIBER Inc. 65,244 290
* MoneyGram International    
  Inc. 16,416 266
* ServiceSource International    
  Inc. 38,800 245
* Higher One Holdings Inc. 26,468 237
* EPAM Systems Inc. 8,250 173
* ModusLink Global Solutions  
  Inc. 40,121 116
      554,916
Office Electronics (0.4%)    
  Xerox Corp. 1,211,287 9,823
* Zebra Technologies Corp. 48,321 2,161
      11,984
Semiconductors & Semiconductor  
Equipment (12.0%)    
  Intel Corp. 4,736,446 98,755
  Texas Instruments Inc. 1,066,866 36,668
  Broadcom Corp. Class A 487,447 16,627
  Applied Materials Inc. 1,177,862 16,137
  Analog Devices Inc. 286,009 12,933
  Altera Corp. 305,055 10,805
  Xilinx Inc. 248,285 9,254
  KLA-Tencor Corp. 158,444 8,676
  Maxim Integrated    
  Products Inc. 277,527 8,653
  Linear Technology Corp. 220,319 8,425
* Micron Technology Inc. 968,542 8,126

 

      Market
      Value
    Shares ($000)
  Avago Technologies Ltd.    
  Class A 233,649 7,996
  NVIDIA Corp. 592,740 7,504
* Lam Research Corp. 165,395 6,996
  Microchip Technology Inc. 185,374 6,761
* Cree Inc. 105,456 4,770
  Marvell Technology Group    
  Ltd. 432,841 4,372
* Skyworks Solutions Inc. 182,765 3,893
* LSI Corp. 526,691 3,666
* ON Semiconductor Corp. 426,687 3,414
* Teradyne Inc. 179,814 3,014
* Atmel Corp. 418,481 2,846
* Cymer Inc. 28,255 2,794
* Semtech Corp. 62,924 1,924
* Hittite Microwave Corp. 27,199 1,763
* Cavium Inc. 47,504 1,754
* Microsemi Corp. 84,850 1,750
* Fairchild Semiconductor    
  International Inc. Class A 120,805 1,723
* Silicon Laboratories Inc. 38,074 1,581
* First Solar Inc. 58,333 1,508
* Cirrus Logic Inc. 61,621 1,481
* Advanced Micro Devices    
  Inc. 573,241 1,427
* International Rectifier Corp. 66,115 1,390
  MKS Instruments Inc. 50,374 1,367
  Cypress Semiconductor    
  Corp. 129,276 1,361
* Entegris Inc. 130,998 1,246
* PMC - Sierra Inc. 191,223 1,241
* RF Micro Devices Inc. 263,609 1,215
* Veeco Instruments Inc. 37,610 1,200
  Power Integrations Inc. 27,468 1,148
* MEMC Electronic Materials    
  Inc. 219,880 1,088
* Ultratech Inc. 25,425 1,042
  Intersil Corp. Class A 121,568 1,032
* Integrated Device    
  Technology Inc. 138,131 939
  Tessera Technologies Inc. 49,484 883
* OmniVision Technologies    
  Inc. 50,837 783
  Cabot Microelectronics    
  Corp. 22,341 763
  Monolithic Power Systems    
  Inc. 30,392 747
* TriQuint Semiconductor Inc. 157,938 742
* Freescale Semiconductor    
  Ltd. 47,110 727
* Diodes Inc. 35,551 709
* Kulicke & Soffa Industries    
  Inc. 63,450 687
* Spansion Inc. Class A 57,035 671
* ATMI Inc. 30,382 665
  Brooks Automation Inc. 62,905 636
* Advanced Energy Industries    
  Inc. 34,554 623
* Rambus Inc. 94,533 533
* Lattice Semiconductor    
  Corp. 111,458 522
  Micrel Inc. 47,989 505
* Applied Micro Circuits Corp. 61,330 488
* SunPower Corp. Class A 39,366 462
* Exar Corp. 37,893 445
* Magnachip Semiconductor    
  Corp. 27,449 432
* Photronics Inc. 59,069 392

 

67


 

Information Technology Index Fund  
 
 
 
 
      Market
      Value
    Shares ($000)
* Volterra Semiconductor    
  Corp. 24,765 380
* Silicon Image Inc. 79,611 367
* Entropic Communications    
  Inc. 81,559 360
* Rudolph Technologies Inc. 30,529 336
* Amkor Technology Inc. 82,593 335
* GT Advanced    
  Technologies Inc. 115,291 330
* Ceva Inc. 21,346 323
* Nanometrics Inc. 20,837 307
* LTX-Credence Corp. 47,949 278
* NVE Corp. 4,664 247
  IXYS Corp. 24,520 245
* FormFactor Inc. 46,862 235
  Cohu Inc. 22,088 222
  Supertex Inc. 9,659 218
* Kopin Corp. 61,910 199
* M/A-COM Technology    
  Solutions Holdings Inc. 10,930 177
* Inphi Corp. 17,596 170
* Intermolecular Inc. 16,955 164
* Pericom Semiconductor    
  Corp. 20,865 147
* Sigma Designs Inc. 30,955 144
* Alpha & Omega    
  Semiconductor Ltd. 17,221 139
* MaxLinear Inc. 21,506 126
* Rubicon Technology Inc. 16,925 87
* STR Holdings Inc. 18,841 38
      340,254
Software (19.8%)    
  Microsoft Corp. 7,209,944 200,436
  Oracle Corp. 3,669,709 125,724
* Salesforce.com Inc. 128,437 21,734
* Adobe Systems Inc. 470,870 18,505
  Intuit Inc. 267,116 17,224
* Symantec Corp. 660,447 15,481
* Citrix Systems Inc. 177,635 12,594
* Red Hat Inc. 183,972 9,348
* Autodesk Inc. 215,945 7,930
  CA Inc. 305,972 7,493
* ANSYS Inc. 88,343 6,696
  Activision Blizzard Inc. 423,589 6,057
* BMC Software Inc. 147,483 5,910
* VMware Inc. Class A 78,656 5,650
* Electronic Arts Inc. 290,426 5,091
* Synopsys Inc. 141,925 4,972
* Nuance Communications    
  Inc. 235,912 4,343
  FactSet Research    
  Systems Inc. 40,015 3,893
* Cadence Design Systems    
  Inc. 263,336 3,729
  Solera Holdings Inc. 65,421 3,683
* Informatica Corp. 102,654 3,594
* TIBCO Software Inc. 155,299 3,331
* MICROS Systems Inc. 76,278 3,265
* SolarWinds Inc. 56,824 3,208

 

      Market
      Value
    Shares ($000)
* Concur Technologies Inc. 44,806 3,145
* CommVault Systems Inc. 40,924 3,026
* Fortinet Inc. 121,341 2,934
* Aspen Technology Inc. 89,020 2,738
* PTC Inc. 113,681 2,631
* Ultimate Software Group    
  Inc. 24,447 2,402
* Compuware Corp. 202,981 2,357
* QLIK Technologies Inc. 73,908 1,922
* NetSuite Inc. 27,233 1,901
* Zynga Inc. Class A 527,707 1,789
* Rovi Corp. 98,459 1,752
* ACI Worldwide Inc. 37,678 1,726
* Verint Systems Inc. 49,990 1,708
* Mentor Graphics Corp. 89,481 1,585
* Sourcefire Inc. 28,500 1,528
* Splunk Inc. 41,497 1,499
* TiVo Inc. 119,355 1,479
* Tyler Technologies Inc. 26,155 1,475
  Fair Isaac Corp. 32,500 1,441
*,^ VirnetX Holding Corp. 38,937 1,372
* Progress Software Corp. 60,827 1,370
* Manhattan Associates Inc. 19,171 1,339
* Guidewire Software Inc. 36,564 1,336
  Blackbaud Inc. 43,046 1,197
* ServiceNow Inc. 36,084 1,172
* Take-Two Interactive    
  Software Inc. 77,319 1,132
* SS&C Technologies    
  Holdings Inc. 41,296 1,045
* Bottomline Technologies    
  de Inc. 35,076 952
* Netscout Systems Inc. 33,723 858
* MicroStrategy Inc. Class A 8,383 854
* Synchronoss Technologies    
  Inc. 27,675 835
* Advent Software Inc. 31,274 819
* RealPage Inc. 35,030 759
  Monotype Imaging    
  Holdings Inc. 34,791 731
* Interactive Intelligence    
  Group Inc. 14,887 619
* Comverse Inc. 21,122 581
* Infoblox Inc. 26,842 566
  Ebix Inc. 35,171 564
* PROS Holdings Inc. 20,025 522
* Websense Inc. 34,785 521
* Accelrys Inc. 52,675 498
  Pegasystems Inc. 16,577 454
* BroadSoft Inc. 21,236 446
* Ellie Mae Inc. 19,290 392
  EPIQ Systems Inc. 30,537 380
* Tangoe Inc. 26,724 365
* Seachange International Inc. 28,991 334
* Jive Software Inc. 17,667 293
* Actuate Corp. 44,150 265
* VASCO Data Security    
  International Inc. 29,231 242

 

      Market
      Value
    Shares ($000)
* Net 1 UEPS Technologies    
  Inc. 37,936 217
* Imperva Inc. 5,739 209
* Proofpoint Inc. 13,815 193
* Rosetta Stone Inc. 12,275 142
* Telenav Inc. 16,495 117
* TeleCommunication    
  Systems Inc. Class A 47,398 110
      562,730
Total Common Stocks    
(Cost $2,411,669)   2,826,875
Temporary Cash Investment (0.1%)1  
Money Market Fund (0.1%)    
2,3 Vanguard Market    
  Liquidity Fund, 0.143%    
  (Cost $963) 963,201 963
Total Investments (99.8%)    
(Cost $2,412,632)   2,827,838
Other Assets and Liabilities (0.2%)  
Other Assets   25,578
Liabilities3   (18,614)
      6,964
Net Assets (100%)   2,834,802

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 2,478,390
Undistributed Net Investment Income 5,547
Accumulated Net Realized Losses (64,349)
Unrealized Appreciation (Depreciation)  
Investment Securities 415,206
Futures Contracts 8
Net Assets 2,834,802
 
 
Admiral Shares—Net Assets  
Applicable to 3,857,536 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 140,277
Net Asset Value Per Share—  
Admiral Shares $36.36
 
 
ETF Shares—Net Assets  
Applicable to 37,940,843 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 2,694,525
Net Asset Value Per Share—  
ETF Shares $71.02

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $1,205,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund’s effective common stock and temporary cash investment positions represent 100.1% and -0.3%, respectively, of net assets.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Includes $963,000 of collateral received for securities on loan. The fund received additional collateral of $273,000 on the next business day.
See accompanying Notes, which are an integral part of the Financial Statements.

68


 

Information Technology Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 22,424
Interest1 3
Security Lending 101
Total Income 22,528
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 105
Management and Administrative—  
Admiral Shares 72
Management and Administrative—  
ETF Shares 1,257
Marketing and Distribution—  
Admiral Shares 11
Marketing and Distribution—  
ETF Shares 313
Custodian Fees 15
Shareholders’ Reports—Admiral Shares
Shareholders’ Reports—ETF Shares 83
Trustees’ Fees and Expenses 2
Total Expenses 1,858
Net Investment Income 20,670
Realized Net Gain (Loss) on  
Investment Securities Sold 16,540
Change in Unrealized Appreciation  
(Depreciation)  
Investment Securities (59,201)
Futures Contracts 8
Change in Unrealized Appreciation  
(Depreciation) (59,193)
Net Increase (Decrease) in Net Assets  
Resulting from Operations (21,983)

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 20,670 22,511
Realized Net Gain (Loss) 16,540 28,330
Change in Unrealized Appreciation (Depreciation) (59,193) 399,105
Net Increase (Decrease) in Net Assets Resulting from Operations (21,983) 449,946
Distributions    
Net Investment Income    
Admiral Shares (1,728) (463)
ETF Shares (30,105) (14,955)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (31,833) (15,418)
Capital Share Transactions    
Admiral Shares 46,732 21,304
ETF Shares 210,857 385,654
Net Increase (Decrease) from Capital Share Transactions 257,589 406,958
Total Increase (Decrease) 203,773 841,486
Net Assets    
Beginning of Period 2,631,029 1,789,543
End of Period2 2,834,802 2,631,029

 

1 Interest income from an affiliated company of the fund was $3,000.
2 Net Assets—End of Period includes undistributed net investment income of $5,547,000 and $16,710,000.
See accompanying Notes, which are an integral part of the Financial Statements.

69


 

Information Technology Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $37.17 $30.30 $25.30 $24.39 $27.28 $29.95
Investment Operations            
Net Investment Income .267 .320 .238 .146 .1631 .121
Net Realized and Unrealized Gain (Loss)            
on Investments (.643) 6.797 4.947 .882 (2.897) (2.706)
Total from Investment Operations (.376) 7.117 5.185 1.028 (2.734) (2.585)
Distributions            
Dividends from Net Investment Income (.434) (.247) (.185) (.118) (.156) (.085)
Distributions from Realized Capital Gains
Total Distributions (.434) (.247) (.185) (.118) (.156) (.085)
Net Asset Value, End of Period $36.36 $37.17 $30.30 $25.30 $24.39 $27.28
 
Total Return2 –0.99% 23.63% 20.46% 4.17% –9.79% –8.67%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $140 $95 $60 $46 $33 $26
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 1.56% 1.01% 0.79% 0.69% 0.82% 0.46%
Portfolio Turnover Rate3 8% 6% 6% 9% 12% 11%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

70


 

Information Technology Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,       Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $72.58 $59.17 $49.40 $47.64 $53.32 $58.52
Investment Operations            
Net Investment Income .511 .628 .464 .296 .3311 .249
Net Realized and Unrealized Gain (Loss)            
on Investments (1.238) 13.267 9.668 1.714 (5.685) (5.274)
Total from Investment Operations (.727) 13.895 10.132 2.010 (5.354) (5.025)
Distributions            
Dividends from Net Investment Income (.833) (.485) (.362) (.250) (.326) (.175)
Distributions from Realized Capital Gains
Total Distributions (.833) (.485) (.362) (.250) (.326) (.175)
Net Asset Value, End of Period $71.02 $72.58 $59.17 $49.40 $47.64 $53.32
 
Total Return –0.98% 23.65% 20.48% 4.17% –9.78% –8.62%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $2,695 $2,536 $1,730 $1,137 $639 $497
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 1.56% 1.01% 0.79% 0.69% 0.85% 0.51%
Portfolio Turnover Rate2 8% 6% 6% 9% 12% 11%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

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Information Technology Index Fund

Notes to Financial Statements

Vanguard Information Technology Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objectives of maintaining full exposure to the stock market, enhancing returns, maintaining liquidity, and minimizing transaction costs. The fund may purchase futures contracts to immediately invest incoming cash in the market, or sell futures in response to cash outflows, thereby simulating a fully invested position in the underlying index while maintaining a cash balance for liquidity. The fund may seek to enhance returns by using futures contracts instead of the underlying securities when futures are believed to be priced more attractively than the underlying securities. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.

Futures contracts are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of Net Assets as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized futures gains (losses).

During the period ended February 28, 2013, the fund’s average investment in futures contracts represented less than 1% of net assets, based on quarterly average aggregate settlement values.

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

4. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

5. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted on the next business day. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

6. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

72


 

Information Technology Index Fund

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $363,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.15% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

D. At February 28, 2013, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
E-mini S&P 500 Index March 2013 135 10,215 8

 

Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.

E. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $12,310,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $68,575,000 to offset future net capital gains. Of this amount, $55,470,000 is subject to expiration dates; $63,000 may be used to offset future net capital gains through August 31, 2013, $188,000 through August 31, 2014, $612,000 through August 31, 2015, $218,000 through August 31, 2016, $14,014,000 through August 31, 2017, $20,048,000 through August 31, 2018, and $20,327,000 through August 31, 2019. Capital losses of $13,105,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $2,412,632,000. Net unrealized appreciation of investment securities for tax purposes was $415,206,000, consisting of unrealized gains of $548,205,000 on securities that had risen in value since their purchase and $132,999,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended February 28, 2013, the fund purchased $369,035,000 of investment securities and sold $129,833,000 of investment securities, other than temporary cash investments. Purchases and sales include $239,109,000 and $28,314,385, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

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Information Technology Index Fund

G. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 71,068 1,978 38,577 1,089
Issued in Lieu of Cash Distributions 1,656 46 428 14
Redeemed1 (25,992) (721) (17,701) (523)
Net Increase (Decrease)—Admiral Shares 46,732 1,303 21,304 580
ETF Shares        
Issued 239,172 3,400 490,428 7,306
Issued in Lieu of Cash Distributions
Redeemed1 (28,315) (400) (104,774) (1,600)
Net Increase (Decrease)—ETF Shares 210,857 3,000 385,654 5,706

1 Net of redemption fees for fiscal 2012 of $17,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

H. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

74


 

Materials Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VMIAX VAW
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 1.99% 1.99%

 

Portfolio Characteristics    
    MSCI  
    US IMI/ MSCI
    Materials US IMI/
  Fund 25/50 2500
Number of Stocks 135 134 2,478
Median Market Cap $18.3B $18.3B $38.3B
Price/Earnings Ratio 19.2x 19.2x 17.3x
Price/Book Ratio 2.5x 2.5x 2.3x
Return on Equity 17.2% 17.2% 16.9%
Earnings Growth Rate 6.5% 6.5% 9.4%
Dividend Yield 2.1% 2.1% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 6%
Short-Term Reserves 0.0%

 

Volatility Measures    
  MSCI US  
  IMI/Materials MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.85
Beta 1.00 1.33

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Aluminum 1.7%
Commodity Chemicals 4.8
Construction Materials 2.4
Diversified Chemicals 19.9
Diversified Metals & Mining 6.3
Fertilizers & Agricultural Chemicals 13.6
Gold 4.1
Industrial Gases 9.1
Metal & Glass Containers 3.6
Paper Packaging 3.6
Paper Products 5.4
Specialty Chemicals 17.8
Steel 6.3
Other Materials 1.4

 

Ten Largest Holdings (% of total net assets)
 
Monsanto Co. Fertilizers & Agricultural  
  Chemicals 8.4%
EI du Pont    
de Nemours & Co. Diversified Chemicals 6.9
Dow Chemical Co. Diversified Chemicals 5.9
Praxair Inc. Industrial Gases 5.2
Freeport-McMoRan Diversified Metals  
Copper & Gold Inc. & Mining 4.7
Ecolab Inc. Specialty Chemicals 3.5
Newmont    
Mining Corp. Gold 3.1
PPG Industries Inc. Diversified Chemicals 3.0
LyondellBasell    
Industries NV Commodity  
Class A Chemicals 2.9
Air Products    
& Chemicals Inc. Industrial Gases 2.9
Top Ten Total   46.5%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

75


 

Materials Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): January 26, 2004–February 28, 2013


Materials Index Fund ETF Shares Net Asset Value
Spliced US IMI/Materials 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 1/26/2004      
Market Price   17.40% 1.40% 8.23%
Net Asset Value   17.26 1.36 8.23
Admiral Shares 2/11/2004 17.29 1.35 7.79

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Materials 25/50: MSCI US IMI/Materials through February 26, 2010; MSCI US IMI/Materials 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

76


 

Materials Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (100.0%)    
Chemicals (65.1%)    
  Monsanto Co. 765,986 77,388
  EI du Pont de Nemours    
  & Co. 1,336,045 63,997
  Dow Chemical Co. 1,718,263 54,503
  Praxair Inc. 425,625 48,117
  Ecolab Inc. 419,692 32,127
  PPG Industries Inc. 204,394 27,524
  LyondellBasell Industries    
  NV Class A 453,310 26,573
  Air Products & Chemicals    
  Inc. 305,026 26,336
  Mosaic Co. 428,596 25,090
  Sherwin-Williams Co. 125,629 20,300
  CF Industries Holdings Inc. 90,177 18,110
  Eastman Chemical Co. 219,818 15,328
  Sigma-Aldrich Corp. 172,355 13,282
  FMC Corp. 196,726 11,855
  Celanese Corp. Class A 228,612 10,711
  Airgas Inc. 95,143 9,541
  Ashland Inc. 113,010 8,811
  International Flavors &    
  Fragrances Inc. 116,938 8,534
  Albemarle Corp. 127,853 8,321
  Valspar Corp. 123,472 7,607
* WR Grace & Co. 102,581 7,343
  Rockwood Holdings Inc. 106,513 6,668
  RPM International Inc. 189,617 5,766
  Axiall Corp. 99,970 5,656
  Huntsman Corp. 291,581 5,024
  Cytec Industries Inc. 62,037 4,491
  NewMarket Corp. 15,326 3,857
  Cabot Corp. 90,566 3,331
  HB Fuller Co. 71,642 2,928
* Chemtura Corp. 139,944 2,816
  PolyOne Corp. 120,702 2,751
  Scotts Miracle-Gro Co.    
  Class A 61,446 2,723
  Olin Corp. 114,757 2,658
  Sensient Technologies    
  Corp. 71,209 2,628
  Westlake Chemical Corp. 28,663 2,471
  Minerals Technologies Inc. 50,745 2,042
  Tronox Ltd. Class A 90,753 1,864
  Balchem Corp. 42,001 1,694
  Intrepid Potash Inc. 80,606 1,589
  Stepan Co. 25,283 1,548
  Innophos Holdings Inc. 31,181 1,523
* Calgon Carbon Corp. 81,843 1,396
  A Schulman Inc. 42,331 1,327
  Koppers Holdings Inc. 29,398 1,219
  Innospec Inc. 29,995 1,207
* OM Group Inc. 46,445 1,140
* Kraton Performance    
  Polymers Inc. 46,199 1,111
  Quaker Chemical Corp. 18,724 1,075

 

      Market
      Value
    Shares ($000)
* LSB Industries Inc. 27,005 1,046
  American Vanguard Corp. 32,174 998
* Flotek Industries Inc. 67,712 951
  Tredegar Corp. 31,934 782
* Ferro Corp. 116,118 596
^ Kronos Worldwide Inc. 32,729 560
  Hawkins Inc. 13,586 536
* OMNOVA Solutions Inc. 62,964 504
  Zep Inc. 26,899 402
*,^ Zoltek Cos. Inc. 42,460 397
* Arabian American    
  Development Co. 25,738 189
      600,862
Construction Materials (2.4%)  
  Vulcan Materials Co. 185,767 9,461
  Martin Marietta Materials    
  Inc. 65,845 6,396
  Eagle Materials Inc. 66,652 4,286
* Texas Industries Inc. 22,069 1,281
* Headwaters Inc. 100,928 950
* United States Lime &    
  Minerals Inc. 2,504 131
      22,505
Containers & Packaging (7.3%)  
  Ball Corp. 209,301 9,295
  Rock Tenn Co. Class A 101,969 9,019
* Crown Holdings Inc. 206,322 8,020
  Packaging Corp. of America 140,507 5,870
  Sealed Air Corp. 264,245 5,869
* Owens-Illinois Inc. 224,450 5,724
  Bemis Co. Inc. 147,928 5,524
  Aptargroup Inc. 95,298 5,140
  Sonoco Products Co. 144,217 4,582
  Silgan Holdings Inc. 63,858 2,741
  Greif Inc. Class A 36,019 1,832
* Graphic Packaging    
  Holding Co. 197,989 1,469
  Boise Inc. 137,131 1,178
  Myers Industries Inc. 38,640 569
      66,832
Metals & Mining (19.2%)    
  Freeport-McMoRan    
  Copper & Gold Inc. 1,360,185 43,417
  Newmont Mining Corp. 711,329 28,659
  Nucor Corp. 455,142 20,504
  Alcoa Inc. 1,529,085 13,028
  Reliance Steel &    
  Aluminum Co. 108,304 7,212
  Royal Gold Inc. 92,080 6,035
  Cliffs Natural Resources    
  Inc. 217,030 5,526
  Steel Dynamics Inc. 298,362 4,556
  Allegheny Technologies    
  Inc. 145,887 4,445
  United States Steel Corp. 206,646 4,307
  Compass Minerals    
  International Inc. 47,453 3,498

 

      Market
      Value
    Shares ($000)
  Carpenter Technology Corp. 63,979 3,022
  Walter Energy Inc. 89,432 2,843
* Coeur d’Alene Mines Corp. 128,886 2,450
  Commercial Metals Co. 149,218 2,434
* Allied Nevada Gold Corp. 121,917 2,231
* Stillwater Mining Co. 165,547 2,159
  Worthington Industries Inc. 75,143 2,130
  Hecla Mining Co. 407,124 1,889
* SunCoke Energy Inc. 100,174 1,652
  Kaiser Aluminum Corp. 24,836 1,521
  Globe Specialty Metals Inc. 91,382 1,306
* RTI International Metals Inc. 41,265 1,224
*,^ Molycorp Inc. 188,653 1,158
  AMCOL International Corp. 36,718 1,074
  Schnitzer Steel Industries    
  Inc. 34,728 994
  Haynes International Inc. 17,701 912
* McEwen Mining Inc. 318,130 773
  Materion Corp. 27,780 768
  AK Steel Holding Corp. 187,681 704
* Horsehead Holding Corp. 62,185 657
* Century Aluminum Co. 75,275 610
  Gold Resource Corp. 45,598 597
  Metals USA Holdings Corp. 24,170 501
^ US Silica Holdings Inc. 19,153 471
* AM Castle & Co. 24,969 410
* Paramount Gold and Silver    
  Corp. 181,007 364
  Olympic Steel Inc. 13,354 276
* General Moly Inc. 85,435 249
  Noranda Aluminum Holding    
  Corp. 49,422 235
* Golden Minerals Co. 55,417 161
* Midway Gold Corp. 137,802 153
      177,115
Paper & Forest Products (6.0%)    
  International Paper Co. 597,819 26,310
  MeadWestvaco Corp. 250,534 8,947
* Louisiana-Pacific Corp. 198,326 4,159
  Domtar Corp. 50,771 3,785
* Resolute Forest Products 143,892 1,986
  Schweitzer-Mauduit    
  International Inc. 44,553 1,642
* Clearwater Paper Corp. 33,345 1,614
  Buckeye Technologies Inc. 55,374 1,536
  KapStone Paper and    
  Packaging Corp. 56,967 1,518
  Deltic Timber Corp. 16,305 1,164
  PH Glatfelter Co. 61,347 1,113
  Neenah Paper Inc. 22,298 651
  Wausau Paper Corp. 63,972 631
* Mercer International Inc. 68,017 494
      55,550
Total Common Stocks    
(Cost $897,182)   922,864

 

77


 

Materials Index Fund    
 
 
 
 
    Market
    Value
  Shares ($000)
Temporary Cash Investment (0.2%)  
Money Market Fund (0.2%)  
1,2 Vanguard Market    
Liquidity Fund, 0.143%    
(Cost $1,644) 1,644,201 1,644
Total Investments (100.2%)  
(Cost $898,826)   924,508
Other Assets and Liabilities (–0.2%)  
Other Assets   3,766
Liabilities2   (5,492)
    (1,726)
Net Assets (100%)   922,782

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 936,792
Undistributed Net Investment Income 2,164
Accumulated Net Realized Losses (41,856)
Unrealized Appreciation (Depreciation) 25,682
Net Assets 922,782
 
 
Admiral Shares—Net Assets  
Applicable to 3,015,614 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 132,688
Net Asset Value Per Share—  
Admiral Shares $44.00
 
 
ETF Shares—Net Assets  
Applicable to 9,149,411 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 790,094
Net Asset Value Per Share—  
ETF Shares $86.35

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $1,512,000.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
2 Includes $1,644,000 of collateral received for securities on loan.
See accompanying Notes, which are an integral part of the Financial Statements.

78


 

Materials Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 10,402
Interest1 1
Security Lending 379
Total Income 10,782
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 53
Management and Administrative—  
Admiral Shares 68
Management and Administrative—  
ETF Shares 332
Marketing and Distribution—  
Admiral Shares 10
Marketing and Distribution—  
ETF Shares 85
Custodian Fees 7
Shareholders’ Reports—Admiral Shares
Shareholders’ Reports—ETF Shares 29
Trustees’ Fees and Expenses 1
Total Expenses 585
Net Investment Income 10,197
Realized Net Gain (Loss) on  
Investment Securities Sold 3,872
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities 64,490
Net Increase (Decrease) in Net Assets  
Resulting from Operations 78,559

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 10,197 14,053
Realized Net Gain (Loss) 3,872 31,364
Change in Unrealized Appreciation (Depreciation) 64,490 (16,275)
Net Increase (Decrease) in Net Assets Resulting from Operations 78,559 29,142
Distributions    
Net Investment Income    
Admiral Shares (2,309) (2,709)
ETF Shares (13,282) (11,583)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (15,591) (14,292)
Capital Share Transactions    
Admiral Shares (240) (18,296)
ETF Shares 94,601 37,676
Net Increase (Decrease) from Capital Share Transactions 94,361 19,380
Total Increase (Decrease) 157,329 34,230
Net Assets    
Beginning of Period 765,453 731,223
End of Period2 922,782 765,453

 

1 Interest income from an affiliated company of the fund was $1,000.
2 Net Assets—End of Period includes undistributed net investment income of $2,164,000 and $7,558,000.
See accompanying Notes, which are an integral part of the Financial Statements.

79


 

Materials Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $40.66 $39.53 $33.32 $30.68 $42.85 $41.75
Investment Operations            
Net Investment Income .500 .783 .579 .9711 .622 .732
Net Realized and Unrealized Gain (Loss)            
on Investments2 3.638 1.151 6.551 2.128 (11.996) 1.008
Total from Investment Operations 4.138 1.934 7.130 3.099 (11.374) 1.740
Distributions            
Dividends from Net Investment Income (.798) (.804) (.920) (.459) (.796) (.640)
Distributions from Realized Capital Gains
Total Distributions (.798) (.804) (.920) (.459) (.796) (.640)
Net Asset Value, End of Period $44.00 $40.66 $39.53 $33.32 $30.68 $42.85
 
Total Return3 10.26% 5.10% 21.26% 10.07% –25.91% 4.09%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $133 $123 $138 $97 $90 $107
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 2.36% 1.93% 1.63% 2.81%1 2.23% 1.74%
Portfolio Turnover Rate4 6% 7% 14% 10% 12% 10%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Net investment income per share and the ratio of net investment income to average net assets include $.417 and 1.14%, respectively, resulting from a special dividend from Weyerhaeuser Co. in July 2010.
2 Includes increases from redemption fees of $.00, $.00, $.01, $.01, $.02, and $.02. Effective May 23, 2012, the redemption fee was eliminated.
3 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

80


 

Materials Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $79.81 $77.59 $65.40 $60.23 $84.27 $82.10
Investment Operations            
Net Investment Income .986 1.537 1.142 1.9071 1.242 1.470
Net Realized and Unrealized Gain (Loss)            
on Investments2 7.125 2.259 12.852 4.186 (23.683) 1.977
Total from Investment Operations 8.111 3.796 13.994 6.093 (22.441) 3.447
Distributions            
Dividends from Net Investment Income (1.571) (1.576) (1.804) (.923) (1.599) (1.277)
Distributions from Realized Capital Gains
Total Distributions (1.571) (1.576) (1.804) (.923) (1.599) (1.277)
Net Asset Value, End of Period $86.35 $79.81 $77.59 $65.40 $60.23 $84.27
 
Total Return 10.22% 5.09% 21.26% 10.07% –25.88% 4.15%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $790 $642 $593 $415 $375 $365
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 2.36% 1.93% 1.63% 2.81%1 2.26% 1.79%
Portfolio Turnover Rate3 6% 7% 14% 10% 12% 10%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Net investment income per share and the ratio of net investment income to average net assets include $.819 and 1.14%, respectively, resulting from a special dividend from Weyerhaeuser Co. in July 2010.
2 Includes increases from redemption fees of $.00, $.00, $.02, $.01, $.03 and $.04. Effective May 23, 2012, the redemption fee was eliminated.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

81


 

Materials Index Fund

Notes to Financial Statements

Vanguard Materials Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

5. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $121,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.05% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

82


 

Materials Index Fund

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $2,575,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital losses totaling $43,151,000 to offset future net capital gains of $1,658,000 through August 31, 2017, $20,360,000 through August 31, 2018, and $21,133,000 through August 31, 2019. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $898,826,000. Net unrealized appreciation of investment securities for tax purposes was $25,682,000, consisting of unrealized gains of $145,588,000 on securities that had risen in value since their purchase and $119,906,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $128,828,000 of investment securities and sold $39,432,000 of investment securities, other than temporary cash investments. Purchases and sales include $103,067,000 and $8,485,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 15,845 365 15,095 386
Issued in Lieu of Cash Distributions 2,029 48 2,476 67
Redeemed1 (18,114) (424) (35,867) (910)
Net Increase (Decrease)—Admiral Shares (240) (11) (18,296) (457)
ETF Shares        
Issued 103,087 1,200 105,367 1,300
Issued in Lieu of Cash Distributions
Redeemed1 (8,486) (100) (67,691) (900)
Net Increase (Decrease)—ETF Shares 94,601 1,100 37,676 400

1 Net of redemption fees for fiscal 2012 of $48,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

83


 

Telecommunication Services Index Fund

Fund Profile

As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VTCAX VOX
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 3.19% 3.19%

 

Portfolio Characteristics    
    MSCI  
    US IMI/  
    Telecom MSCI
    Services US IMI/
  Fund 25/50 2500
Number of Stocks 34 34 2,478
Median Market Cap $21.5B $21.5B $38.3B
Price/Earnings Ratio 35.4x 35.4x 17.3x
Price/Book Ratio 2.4x 2.4x 2.3x
Return on Equity 4.8% 4.9% 16.9%
Earnings Growth Rate –18.7% –18.7% 9.4%
Dividend Yield 3.4% 3.4% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 13%
Short-Term Reserves 0.1%

 

Volatility Measures    
  MSCI US  
  IMI/Telecom  
  Services MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.60
Beta 1.00 0.66

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Alternative Carriers 11.8%
Integrated Telecommunication Services 63.7
Wireless Telecommunication Services 24.5

 

Ten Largest Holdings (% of total net assets)
 
Verizon Integrated  
Communications Telecommunication  
Inc. Services 23.2%
AT&T Inc. Integrated  
  Telecommunication  
  Services 22.8
CenturyLink Inc. Integrated  
  Telecommunication  
  Services 4.5
Crown Castle Wireless  
International Corp. Telecommunication  
  Services 4.5
Sprint Nextel Corp. Wireless  
  Telecommunication  
  Services 4.5
SBA Wireless  
Communications Telecommunication  
Corp. Class A Services 3.5
Windstream Corp. Integrated  
  Telecommunication  
  Services 2.3
MetroPCS Wireless  
Communications Telecommunication  
Inc. Services 2.0
tw telecom inc    
Class A Alternative Carriers 2.0
Frontier Integrated  
Communications Telecommunication  
Corp. Services 2.0
Top Ten Total   71.3%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

84


 

Telecommunication Services Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): September 23, 2004–February 28, 2013


Telecommunication Services Index Fund ETF Shares Net Asset Value
Spliced US IMI/Telecommunication Services 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 9/23/2004      
Market Price   16.65% 1.60% 7.19%
Net Asset Value   16.54 1.56 7.18
Admiral Shares 3/11/2005 16.57 1.56 6.69

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Telecommunication Services 25/50: MSCI US IMI/Telecommunication Services through February 26, 2010; MSCI US IMI/Telecommunication Services 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

85


 

Telecommunication Services Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (100.2%)    
Diversified Telecommunication Services (75.7%)
  Alternative Carriers (11.8%)  
* tw telecom inc Class A 345,817 8,756
* Level 3 Communications    
  Inc. 409,639 8,185
  Cogent Communications    
  Group Inc. 281,977 7,092
* Vonage Holdings Corp. 2,483,089 6,555
* inContact Inc. 934,681 6,346
* Premiere Global Services    
  Inc. 549,836 5,867
  Lumos Networks Corp. 486,462 5,555
* Iridium Communications    
  Inc. 642,651 3,927
 
  Integrated Telecommunication Services (63.9%)
  Verizon Communications    
  Inc. 2,206,272 102,658
  AT&T Inc. 2,807,243 100,808
  CenturyLink Inc. 579,642 20,096
  Windstream Corp. 1,166,175 10,018
  Frontier Communications    
  Corp. 2,102,822 8,706
  Consolidated    
  Communications    
  Holdings Inc. 388,642 6,529
  Atlantic Tele-Network Inc. 129,982 6,109
* General Communication    
  Inc. Class A 618,875 5,230
  IDT Corp. Class B 496,577 5,020
* Cbeyond Inc. 712,348 5,001
* Cincinnati Bell Inc. 1,322,758 4,299
^,* Elephant Talk    
  Communications Corp. 3,292,709 3,951
^ Alaska Communications    
  Systems Group Inc. 2,175,131 3,741
      334,449
Wireless Telecommunication Services (24.5%)
* Crown Castle    
  International Corp. 286,339 19,986
* Sprint Nextel Corp. 3,442,692 19,968
* SBA Communications    
  Corp. Class A 215,646 15,337

 

      Market
      Value
    Shares ($000)
* MetroPCS    
  Communications Inc. 893,594 8,757
* Clearwire Corp. Class A 2,606,398 8,132
  Telephone & Data    
  Systems Inc. 330,668 7,569
  Shenandoah    
  Telecommunications Co. 393,705 5,673
* United States Cellular    
  Corp. 118,397 4,356
^,* NII Holdings Inc. 882,827 4,255
  USA Mobility Inc. 345,925 4,020
* Leap Wireless    
  International Inc. 749,110 4,008
* Boingo Wireless Inc. 516,668 3,141
  NTELOS Holdings Corp. 247,533 3,089
      108,291
Total Common Stocks    
(Cost $463,841)   442,740
Temporary Cash Investment (0.8%)  
Money Market Fund (0.8%)    
1,2 Vanguard Market    
  Liquidity Fund, 0.143%    
  (Cost $3,402) 3,402,000 3,402
Total Investments (101.0%)    
(Cost $467,243)   446,142
Other Assets and Liabilities (–1.0%)  
Other Assets   3,531
Liabilities2   (7,840)
      (4,309)
Net Assets (100%)   441,833

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 513,505
Undistributed Net Investment Income 2,505
Accumulated Net Realized Losses (53,076)
Unrealized Appreciation (Depreciation) (21,101)
Net Assets 441,833
 
 
Admiral Shares—Net Assets  
Applicable to 532,622 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 19,419
Net Asset Value Per Share—  
Admiral Shares $36.46
 
 
ETF Shares—Net Assets  
Applicable to 5,903,838 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 422,414
Net Asset Value Per Share—  
ETF Shares $71.55

 

See Note A in Notes to Financial Statements.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $1,996,000.
* Non-income-producing security.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
2 Includes $2,971,000 of collateral received for securities on loan.
See accompanying Notes, which are an integral part of the Financial Statements.

86


 

Telecommunication Services Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends1 10,187
Interest1 1
Security Lending 367
Total Income 10,555
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 44
Management and Administrative—  
Admiral Shares 10
Management and Administrative—  
ETF Shares 191
Marketing and Distribution—  
Admiral Shares 2
Marketing and Distribution—  
ETF Shares 66
Custodian Fees 5
Shareholders’ Reports—Admiral Shares
Shareholders’ Reports—ETF Shares 31
Total Expenses 349
Net Investment Income 10,206
Realized Net Gain (Loss) on  
Investment Securities Sold1 27,352
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities (15,864)
Net Increase (Decrease) in Net Assets  
Resulting from Operations 21,694

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 10,206 14,049
Realized Net Gain (Loss) 27,352 26,443
Change in Unrealized Appreciation (Depreciation) (15,864) 11,185
Net Increase (Decrease) in Net Assets Resulting from Operations 21,694 51,677
Distributions    
Net Investment Income    
Admiral Shares (678) (546)
ETF Shares (16,305) (13,066)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (16,983) (13,612)
Capital Share Transactions    
Admiral Shares (120) (1,898)
ETF Shares (106,420) 96,968
Net Increase (Decrease) from Capital Share Transactions (106,540) 95,070
Total Increase (Decrease) (101,829) 133,135
Net Assets    
Beginning of Period 543,662 410,527
End of Period2 441,833 543,662

 

1 Dividend income, interest income, and realized net gain (loss) from affiliated companies of the fund were $137,000, $1,000, and $66,000, respectively.
2 Net Assets—End of Period includes undistributed net investment income of $2,505,000 and $9,282,000.
See accompanying Notes, which are an integral part of the Financial Statements.

87


 

Telecommunication Services Index Fund          
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $36.09 $33.18 $29.22 $25.77 $31.58 $41.01
Investment Operations            
Net Investment Income .7251 1.0821 1.077 1.0241 .8401 .9081
Net Realized and Unrealized Gain (Loss)            
on Investments2 .905 2.845 3.853 3.183 (5.977) (9.338)
Total from Investment Operations 1.630 3.927 4.930 4.207 (5.137) (8.430)
Distributions            
Dividends from Net Investment Income (1.260) (1.017) (.970) (.757) (.673) (1.000)
Distributions from Realized Capital Gains
Total Distributions (1.260) (1.017) (.970) (.757) (.673) (1.000)
Net Asset Value, End of Period $36.46 $36.09 $33.18 $29.22 $25.77 $31.58
 
Total Return3 4.59% 12.33% 16.87% 16.40% –15.90% –20.98%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $19 $19 $20 $14 $12 $19
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 4.09% 3.24% 3.60% 3.60% 3.39% 2.50%
Portfolio Turnover Rate4 13% 28% 21% 23% 25% 28%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Includes increases from redemption fees of $.00, $.00, $.00, $.00, $.00, and $.05. Effective May, 23, 2012, the redemption fee was eliminated.
3 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

88


 

Telecommunication Services Index Fund          
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $70.82 $65.11 $57.34 $50.58 $62.05 $80.60
Investment Operations            
Net Investment Income 1.4521 2.1051 2.118 1.9811 1.6021 1.7641
Net Realized and Unrealized Gain (Loss)            
on Investments2 1.747 5.614 7.557 6.290 (11.699) (18.316)
Total from Investment Operations 3.199 7.719 9.675 8.271 (10.097) (16.552)
Distributions            
Dividends from Net Investment Income (2.469) (2.009) (1.905) (1.511) (1.373) (1.998)
Distributions from Realized Capital Gains
Total Distributions (2.469) (2.009) (1.905) (1.511) (1.373) (1.998)
Net Asset Value, End of Period $71.55 $70.82 $65.11 $57.34 $50.58 $62.05
 
Total Return 4.56% 12.33% 16.87% 16.39% –15.88% –20.94%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $422 $524 $391 $241 $147 $143
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 4.09% 3.24% 3.60% 3.60% 3.42% 2.55%
Portfolio Turnover Rate3 13% 28% 21% 23% 25% 28%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Includes increases from redemption fees of $.00, $.00, $.00, $.00, $.00, and $.08. Effective May, 23, 2012, the redemption fee was eliminated.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

89


 

Telecommunication Services Index Fund

Notes to Financial Statements

Vanguard Telecommunication Services Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

5. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $56,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.02% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

90


 

Telecommunication Services Index Fund

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $31,455,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $48,972,000 to offset future net capital gains of $11,179,000 through August 31, 2017, $26,335,000 through August 31, 2018, and $11,458,000 through August 31, 2019. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $467,243,000. Net unrealized depreciation of investment securities for tax purposes was $21,101,000, consisting of unrealized gains of $43,376,000 on securities that had risen in value since their purchase and $64,477,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $76,048,000 of investment securities and sold $188,102,000 of investment securities, other than temporary cash investments. Purchases and sales include $44,129,000 and $150,509,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 2,197 59 2,972 90
Issued in Lieu of Cash Distributions 598 17 473 15
Redeemed1 (2,915) (79) (5,343) (164)
Net Increase (Decrease)—Admiral Shares (120) (3) (1,898) (59)
ETF Shares        
Issued 44,129 600 210,586 3,202
Issued in Lieu of Cash Distributions
Redeemed1 (150,549) (2,100) (113,618) (1,800)
Net Increase (Decrease)—ETF Shares (106,420) (1,500) 96,968 1,402

1 Net of redemption fees for fiscal 2012 of $4,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. The fund has invested in a company that is considered to be an affiliated company of the fund because the fund owns more than 5% of the outstanding voting securities of the company. Transactions during the period in securities of this company were as follows:

      Current Period Transactions  
  Aug. 31, 2012   Proceeds from   Feb. 28, 2013
  Market Purchases Securities Dividend Market
  Value at Cost Sold Income Value
  ($000) ($000) ($000) ($000) ($000)
Alaska Communications          
Systems Group Inc. 5,896 571 1,723 137 NA1

1 Not applicable—At February 28, 2013, the security was still held, but the issuer was no longer an affiliated company of the fund.

H. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

91


 

Utilities Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
  Admiral ETF
  Shares Shares
Ticker Symbol VUIAX VPU
Expense Ratio1 0.14% 0.14%
30-Day SEC Yield 3.87% 3.87%

 

Portfolio Characteristics    
    MSCI  
    US IMI/ MSCI
    Utilities US IMI/
  Fund 25/50 2500
Number of Stocks 78 78 2,478
Median Market Cap $16.5B $16.5B $38.3B
Price/Earnings Ratio 18.4x 18.4x 17.3x
Price/Book Ratio 1.6x 1.6x 2.3x
Return on Equity 11.4% 11.4% 16.9%
Earnings Growth Rate 0.6% 0.6% 9.4%
Dividend Yield 4.0% 4.0% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 8%
Short-Term Reserves 0.0%

 

Volatility Measures    
  MSCI US  
  IMI/Utilities MSCI US
  25/50 IMI/2500
R-Squared 1.00 0.27
Beta 1.00 0.30

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Subindustry Diversification  
(% of equity exposure)  
 
Electric Utilities 53.8%
Gas Utilities 7.3
Independent Power Producers  
& Energy Traders 3.7
Multi-Utilities 32.8
Water Utilities 2.4

 

Ten Largest Holdings (% of total net assets)
 
Duke Energy Corp. Electric Utilities 8.5%
Southern Co. Electric Utilities 6.9
Dominion    
Resources Inc. Multi-Utilities 5.6
NextEra Energy Inc. Electric Utilities 5.0
Exelon Corp. Electric Utilities 4.6
American Electric    
Power Co. Inc. Electric Utilities 4.0
PG&E Corp. Multi-Utilities 3.2
PPL Corp. Electric Utilities 3.1
Sempra Energy Multi-Utilities 3.1
Consolidated Edison Inc. Multi-Utilities 3.0
Top Ten   47.0%

The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.14% for Admiral Shares and 0.14% for ETF Shares.

92


 

Utilities Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): January 26, 2004–February 28, 2013


Utilities Index Fund ETF Shares Net Asset Value
Spliced US IMI/Utilities 25/502

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

        Since
  Inception Date One Year Five Years Inception
ETF Shares 1/26/2004      
Market Price   1.92% 0.80% 8.39%
Net Asset Value   1.95 0.78 8.39
Admiral Shares 4/28/2004 1.94 0.77 8.58

 

1 Six months ended February 28, 2013.
2 Spliced US IMI/Utilities 25/50: MSCI US IMI/Utilities through February 26, 2010; MSCI US IMI/Utilities 25/50 thereafter.
See Financial Highlights for dividend and capital gains information.

93


 

Utilities Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

    Market
    Value
  Shares ($000)
Common Stocks (100.0%)    
Electric Utilities (53.8%)    
Duke Energy Corp. 2,110,593 146,159
Southern Co. 2,619,685 117,912
NextEra Energy Inc. 1,204,977 86,602
Exelon Corp. 2,560,259 79,342
American Electric Power    
Co. Inc. 1,454,359 68,050
PPL Corp. 1,743,390 53,731
FirstEnergy Corp. 1,253,428 49,485
Edison International 927,150 44,531
Xcel Energy Inc. 1,461,410 41,943
Northeast Utilities 940,902 39,057
Entergy Corp. 532,801 33,172
Pinnacle West Capital    
Corp. 328,644 18,384
OGE Energy Corp. 295,982 17,140
Pepco Holdings Inc. 687,728 13,954
NV Energy Inc. 705,826 13,947
ITC Holdings Corp. 154,472 13,056
Westar Energy Inc. 379,001 11,757
Great Plains Energy Inc. 459,429 10,029
Cleco Corp. 181,877 8,057
Hawaiian Electric    
Industries Inc. 291,950 7,880
IDACORP Inc. 150,213 7,014
Portland General Electric    
Co. 226,177 6,715
UIL Holdings Corp. 151,945 5,950
UNS Energy Corp. 124,227 5,841
PNM Resources Inc. 239,087 5,370
ALLETE Inc. 104,729 4,922
El Paso Electric Co. 114,196 3,808
MGE Energy Inc. 69,338 3,722
Otter Tail Corp. 97,811 2,826
Empire District Electric    
Co. 127,191 2,723
Unitil Corp. 39,429 1,080
    924,159
Gas Utilities (7.3%)    
ONEOK Inc. 582,374 26,201
AGL Resources Inc. 353,172 14,113
National Fuel Gas Co. 212,507 12,366
Questar Corp. 524,143 12,323
UGI Corp. 337,435 12,087
Atmos Energy Corp. 270,658 10,331
Piedmont Natural Gas    
Co. Inc. 216,044 6,965

 

    Market
    Value
  Shares ($000)
WGL Holdings Inc. 154,449 6,513
Southwest Gas Corp. 138,215 6,261
New Jersey Resources    
Corp. 124,714 5,557
South Jersey Industries    
Inc. 93,634 5,163
Northwest Natural Gas Co. 80,517 3,668
Laclede Group Inc. 63,923 2,605
Chesapeake Utilities Corp. 28,564 1,372
    125,525
Independent Power Producers &  
Energy Traders (3.7%)    
NRG Energy Inc. 965,633 23,175
AES Corp. 1,893,018 21,997
* Calpine Corp. 906,997 16,689
Ormat Technologies Inc. 47,673 974
Genie Energy Ltd. Class B 44,972 316
    63,151
Multi-Utilities (32.8%)    
Dominion Resources Inc. 1,722,121 96,439
PG&E Corp. 1,288,667 54,949
Sempra Energy 688,602 53,546
Consolidated Edison Inc. 877,797 51,790
Public Service Enterprise    
Group Inc. 1,516,300 49,416
DTE Energy Co. 515,774 34,454
Wisconsin Energy Corp. 689,193 28,464
CenterPoint Energy Inc. 1,216,565 26,071
NiSource Inc. 928,380 25,716
Ameren Corp. 727,001 24,565
CMS Energy Corp. 794,904 21,152
SCANA Corp. 375,412 18,335
Alliant Energy Corp. 332,707 15,867
Integrys Energy Group Inc. 234,726 13,279
MDU Resources Group    
Inc. 537,858 12,995
TECO Energy Inc. 615,945 10,625
Vectren Corp. 245,739 8,109
Black Hills Corp. 125,894 5,236
Avista Corp. 178,998 4,688
NorthWestern Corp. 111,477 4,345
CH Energy Group Inc. 42,381 2,760
    562,801
Water Utilities (2.4%)    
American Water Works    
Co. Inc. 529,963 20,907
Aqua America Inc. 419,267 12,213

 

    Market
    Value
  Shares ($000)
American States Water    
Co. 57,588 3,050
California Water Service    
Group 118,688 2,381
SJW Corp. 39,294 1,041
Connecticut Water Service    
Inc. 31,346 936
Middlesex Water Co. 47,312 921
    41,449
Total Investments (100.0%)    
(Cost $1,648,491)   1,717,085
Other Assets and Liabilities (0.0%)  
Other Assets   13,609
Liabilities   (13,496)
    113
Net Assets (100%)   1,717,198

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 1,660,674
Undistributed Net Investment Income 11,536
Accumulated Net Realized Losses (23,606)
Unrealized Appreciation (Depreciation) 68,594
Net Assets 1,717,198
 
 
Admiral Shares—Net Assets  
Applicable to 8,219,756 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 334,082
Net Asset Value Per Share—  
Admiral Shares $40.64
 
 
ETF Shares—Net Assets  
Applicable to 17,073,567 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 1,383,116
Net Asset Value Per Share—  
ETF Shares $81.01

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
See accompanying Notes, which are an integral part of the Financial Statements.

94


 

Utilities Index Fund  
 
 
Statement of Operations
 
Six Months Ended
February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 30,856
Interest1 1
Total Income 30,857
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 97
Management and Administrative—  
Admiral Shares 156
Management and Administrative—  
ETF Shares 544
Marketing and Distribution—  
Admiral Shares 28
Marketing and Distribution—  
ETF Shares 152
Custodian Fees 15
Shareholders’ Reports—Admiral Shares 1
Shareholders’ Reports—ETF Shares 42
Trustees’ Fees and Expenses 1
Total Expenses 1,036
Net Investment Income 29,821
Realized Net Gain (Loss) on  
Investment Securities Sold 8,727
Change in Unrealized Appreciation  
(Depreciation) of Investment Securities 63,743
Net Increase (Decrease) in Net Assets  
Resulting from Operations 102,291

 

Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 29,821 50,857
Realized Net Gain (Loss) 8,727 89,158
Change in Unrealized Appreciation (Depreciation) 63,743 (5,594)
Net Increase (Decrease) in Net Assets Resulting from Operations 102,291 134,421
Distributions    
Net Investment Income    
Admiral Shares (5,991) (9,610)
ETF Shares (23,490) (37,308)
Realized Capital Gain    
Admiral Shares
ETF Shares
Total Distributions (29,481) (46,918)
Capital Share Transactions    
Admiral Shares 10,510 73,251
ETF Shares 169,724 254,287
Net Increase (Decrease) from Capital Share Transactions 180,234 327,538
Total Increase (Decrease) 253,044 415,041
Net Assets    
Beginning of Period 1,464,154 1,049,113
End of Period2 1,717,198 1,464,154

 

1 Interest income from an affiliated company of the fund was $1,000.
2 Net Assets—End of Period includes undistributed net investment income of $11,536,000 and $11,196,000.
See accompanying Notes, which are an integral part of the Financial Statements.

95


 

Utilities Index Fund            
 
 
Financial Highlights            
 
Admiral Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $38.99 $36.40 $32.60 $30.73 $39.26 $40.60
Investment Operations            
Net Investment Income .769 1.452 1.344 1.2931 1.251 1.126
Net Realized and Unrealized Gain (Loss)            
on Investments2 1.681 2.539 3.783 1.782 (8.530) (1.340)
Total from Investment Operations 2.450 3.991 5.127 3.075 (7.279) (.214)
Distributions            
Dividends from Net Investment Income (.800) (1.401) (1.327) (1.205) (1.251) (1.126)
Distributions from Realized Capital Gains
Total Distributions (.800) (1.401) (1.327) (1.205) (1.251) (1.126)
Net Asset Value, End of Period $40.64 $38.99 $36.40 $32.60 $30.73 $39.26
 
Total Return3 6.41% 11.22% 16.09% 10.20% –18.39% –0.69%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $334 $310 $218 $153 $81 $109
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.28% 0.25%
Ratio of Net Investment Income to            
Average Net Assets 4.02% 3.93% 3.99% 4.07% 4.28% 2.75%
Portfolio Turnover Rate4 8% 5% 6% 8% 10% 18%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Includes increases from redemption fees of$.00, $.00, $.00, $.00, $.01, and $.02. Effective May 23, 2012, the redemption fee was eliminated.
3 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

96


 

Utilities Index Fund            
 
 
Financial Highlights            
 
ETF Shares            
  Six Months          
  Ended          
For a Share Outstanding February 28,     Year Ended August 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $77.69 $72.52 $64.93 $61.24 $78.22 $80.92
Investment Operations            
Net Investment Income 1.532 2.880 2.678 2.5541 2.512 2.285
Net Realized and Unrealized Gain (Loss)            
on Investments2 3.368 5.080 7.551 3.550 (16.978) (2.695)
Total from Investment Operations 4.900 7.960 10.229 6.104 (14.466) (.410)
Distributions            
Dividends from Net Investment Income (1.580) (2.790) (2.639) (2.414) (2.514) (2.290)
Distributions from Realized Capital Gains
Total Distributions (1.580) (2.790) (2.639) (2.414) (2.514) (2.290)
Net Asset Value, End of Period $81.01 $77.69 $72.52 $64.93 $61.24 $78.22
 
Total Return 6.42% 11.20% 16.09% 10.18% –18.34% –0.66%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $1,383 $1,154 $831 $581 $364 $371
Ratio of Total Expenses to            
Average Net Assets 0.14% 0.14% 0.19% 0.24% 0.25% 0.20%
Ratio of Net Investment Income to            
Average Net Assets 4.02% 3.93% 3.99% 4.07% 4.31% 2.80%
Portfolio Turnover Rate3 8% 5% 6% 8% 10% 18%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Includes increases from redemption fees of $.00, $.00, $.00, $.01, $.02, and $.04. Effective May 23, 2012, the redemption fee was eliminated.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

97


 

Utilities Index Fund

Notes to Financial Statements

Vanguard Utilities Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Admiral Shares and ETF Shares. Admiral Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $216,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.09% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At February 28, 2013, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

98


 

Utilities Index Fund

During the six months ended February 28, 2013, the fund realized $8,798,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital loss carryforwards totaling $23,535,000 to offset future net capital gains. Of this amount, $21,749,000 is subject to expiration dates; $515,000 may be used to offset future net capital gains through August 31, 2015, $2,910,000 through August 31, 2017, $14,961,000 through August 31, 2018, and $3,363,000 through August 31, 2019. Capital losses of $1,786,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $1,648,491,000. Net unrealized appreciation of investment securities for tax purposes was $68,594,000, consisting of unrealized gains of $166,469,000 on securities that had risen in value since their purchase and $97,875,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $289,746,000 of investment securities and sold $109,084,000 of investment securities, other than temporary cash investments. Purchases and sales include $214,765,000 and $46,188,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Admiral Shares        
Issued 85,621 2,211 100,256 2,653
Issued in Lieu of Cash Distributions 4,461 116 6,770 182
Redeemed1 (79,572) (2,052) (33,775) (893)
Net Increase (Decrease)—Admiral Shares 10,510 275 73,251 1,942
ETF Shares        
Issued 215,923 2,815 605,694 7,804
Issued in Lieu of Cash Distributions
Redeemed1 (46,199) (600) (351,407) (4,400)
Net Increase (Decrease)—ETF Shares 169,724 2,215 254,287 3,404

1 Net of redemption fees for fiscal 2012 of $68,000 (fund total). Effective May 23, 2012, the redemption fee was eliminated.

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

99


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the fund’s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading “Expenses Paid During Period.”

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund’s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemptions, or account service fees described in the fund perspectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.” The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

You can find more information about the fund’s expenses in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.

100


 

Six Months Ended February 28, 2013        
    Beginning Ending Expenses
    Account Value Account Value Paid During
Index Fund Share Class 8/31/2012 2/28/2013 Period1
Based on Actual Fund Return        
Consumer Discretionary Admiral $1,000.00 $1,130.73 $0.74
  ETF 1,000.00 1,130.79 0.74
Consumer Staples Admiral $1,000.00 $1,094.92 $0.73
  ETF 1,000.00 1,094.73 0.73
Energy Admiral $1,000.00 $1,092.91 $0.73
  ETF 1,000.00 1,092.77 0.73
Financials Admiral $1,000.00 $1,162.52 $0.75
  ETF 1,000.00 1,162.58 0.75
Health Care Admiral $1,000.00 $1,127.80 $0.74
  ETF 1,000.00 1,127.78 0.74
Industrials Admiral $1,000.00 $1,166.16 $0.75
  ETF 1,000.00 1,166.03 0.75
Information Technology Admiral $1,000.00 $990.10 $0.69
  ETF 1,000.00 990.18 0.69
Materials Admiral $1,000.00 $1,102.57 $0.73
  ETF 1,000.00 1,102.24 0.73
Telecommunication Services Admiral $1,000.00 $1,045.86 $0.71
  ETF 1,000.00 1,045.63 0.71
Utilities Admiral $1,000.00 $1,064.10 $0.72
  ETF 1,000.00 1,064.18 0.72
Based on Hypothetical 5% Yearly Return      
Consumer Discretionary Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Consumer Staples Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Energy Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Financials Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Health Care Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Industrials Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Information Technology Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Materials Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Telecommunication Services Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70
Utilities Admiral $1,000.00 $1,024.10 $0.70
  ETF 1,000.00 1,024.10 0.70

 

1 The calculations are based on expenses incurred in the most recent six-month period. The funds’ annualized six-month expense ratios for that period are 0.14% for the Consumer Discretionary Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Consumer Staples Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Energy Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Financials Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Health Care Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Industrials Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Information Technology Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Materials Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Telecommunication Services Index Fund Admiral Shares and 0.14% for the ETF Shares; 0.14% for the Utilities Index Fund Admiral Shares and 0.14% for the ETF

Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period.

101


 

Glossary

30-Day SEC Yield. A fund’s 30-day SEC yield is derived using a formula specified by the U.S. Securities and Exchange Commission. Under the formula, data related to the fund’s security holdings in the previous 30 days are used to calculate the fund’s hypothetical net income for that period, which is then annualized and divided by the fund’s estimated average net assets over the calculation period. For the purposes of this calculation, a security’s income is based on its current market yield to maturity (for bonds), its actual income (for asset-backed securities), or its projected dividend yield (for stocks). Because the SEC yield represents hypothetical annualized income, it will differ—at times significantly—from the fund’s actual experience. As a result, the fund’s income distributions may be higher or lower than implied by the SEC yield.

Beta. A measure of the magnitude of a fund’s past share-price fluctuations in relation to the ups and downs of a given market index. The index is assigned a beta of 1.00. Compared with a given index, a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the index rose or fell by 10%. For this report, beta is based on returns over the past 36 months for both the fund and the index. Note that a fund’s beta should be reviewed in conjunction with its R-squared (see definition below). The lower the R-squared, the less correlation there is between the fund and the index, and the less reliable beta is as an indicator of volatility.

Earnings Growth Rate. The average annual rate of growth in earnings over the past five years for the stocks now in a fund.

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

Foreign Holdings. The percentage of a fund represented by stocks or depositary receipts of companies based outside the United States.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is measured from the inception date.

Median Market Cap. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

Price/Book Ratio. The share price of a stock divided by its net worth, or book value, per share. For a fund, the weighted average price/book ratio of the stocks it holds.

Price/Earnings Ratio. The ratio of a stock’s current price to its per-share earnings over the past year. For a fund, the weighted average P/E of the stocks it holds. P/E is an indicator of market expectations about corporate prospects; the higher the P/E, the greater the expectations for a company’s future growth.

R-Squared. A measure of how much of a fund’s past returns can be explained by the returns from the market in general, as measured by a given index. If a fund’s total returns were precisely synchronized with an index’s returns, its R-squared would be 1.00. If the fund’s returns bore no relationship to the index’s returns, its R-squared would be 0. For this report, R-squared is based on returns over the past 36 months for both the fund and the index.

Return on Equity. The annual average rate of return generated by a company during the past five years for each dollar of shareholder’s equity (net income divided by shareholder’s equity). For a fund, the weighted average return on equity for the companies whose stocks it holds.

Short-Term Reserves. The percentage of a fund invested in highly liquid, short-term securities that can be readily converted to cash.

Turnover Rate. An indication of the fund’s trading activity. Funds with high turnover rates incur higher transaction costs and may be more likely to distribute capital gains (which may be taxable to investors). The turnover rate excludes in-kind transactions, which have minimal impact on costs.

102


 

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The People Who Govern Your Fund

The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them on an at-cost basis.

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 180 Vanguard funds.

The following table provides information for each trustee and executive officer of the fund. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1 (retired 2008) and Member of the Executive Peter F. Volanakis
  Committee (1997–2008) of Johnson & Johnson Born 1955. Trustee Since July 2009. Principal
F. William McNabb III (pharmaceuticals/medical devices/consumer Occupation(s) During the Past Five Years: President
Born 1957. Trustee Since July 2009. Chairman of the products); Director of Skytop Lodge Corporation and Chief Operating Officer (retired 2010) of Corning
Board. Principal Occupation(s) During the Past Five (hotels), the University Medical Center at Princeton, Incorporated (communications equipment); Director
Years: Chairman of the Board of The Vanguard Group, the Robert Wood Johnson Foundation, and the Center of SPX Corporation (multi-industry manufacturing);
Inc., and of each of the investment companies served for Talent Innovation; Member of the Advisory Board Overseer of the Amos Tuck School of Business
by The Vanguard Group, since January 2010; Director of the Maxwell School of Citizenship and Public Affairs Administration at Dartmouth College; Advisor to the
of The Vanguard Group since 2008; Chief Executive at Syracuse University. Norris Cotton Cancer Center.
Officer and President of The Vanguard Group and of      
each of the investment companies served by The F. Joseph Loughrey Executive Officers  
Vanguard Group since 2008; Director of Vanguard Born 1949. Trustee Since October 2009. Principal  
Marketing Corporation; Managing Director of The Occupation(s) During the Past Five Years: President Glenn Booraem  
Vanguard Group (1995–2008). and Chief Operating Officer (retired 2009) of Cummins Born 1967. Controller Since July 2010. Principal
  Inc. (industrial machinery); Chairman of the Board of Occupation(s) During the Past Five Years: Principal
IndependentTrustees Hillenbrand, Inc. (specialized consumer services); of The Vanguard Group, Inc.; Controller of each of
  Director of SKF AB (industrial machinery), the Lumina the investment companies served by The Vanguard
Emerson U. Fullwood Foundation for Education, and Oxfam America; Group; Assistant Controller of each of the investment
Born 1948. Trustee Since January 2008. Principal Chairman of the Advisory Council for the College of companies served by The Vanguard Group (2001–2010).
Occupation(s) During the Past Five Years: Executive Arts and Letters and Member of the Advisory Board to    
Chief Staff and Marketing Officer for North America the Kellogg Institute for International Studies at the Thomas J. Higgins  
and Corporate Vice President (retired 2008) of Xerox University of Notre Dame. Born 1957. Chief Financial Officer Since September
Corporation (document management products and   2008. Principal Occupation(s) During the Past Five
services); Executive in Residence and 2010 Mark Loughridge Years: Principal of The Vanguard Group, Inc.; Chief
Distinguished Minett Professor at the Rochester Born 1953. Trustee Since March 2012. Principal Financial Officer of each of the investment companies
Institute of Technology; Director of SPX Corporation Occupation(s) During the Past Five Years: Senior Vice  served by The Vanguard Group; Treasurer of each of
(multi-industry manufacturing), the United Way of President and Chief Financial Officer at IBM (information  the investment companies served by The Vanguard
Rochester, Amerigroup Corporation (managed health technology services); Fiduciary Member of IBM’s Group (1998–2008).
care), the University of Rochester Medical Center, Retirement Plan Committee.    
Monroe Community College Foundation, and North Kathryn J. Hyatt
Carolina A&T University. Scott C. Malpass Born 1955. Treasurer Since November 2008. Principal
Born 1962. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years: Principal of
Rajiv L. Gupta Occupation(s) During the Past Five Years: Chief The Vanguard Group, Inc.; Treasurer of each of the
Born 1945. Trustee Since December 2001.2 Investment Officer and Vice President at the University investment companies served by The Vanguard
Principal Occupation(s) During the Past Five Years: of Notre Dame; Assistant Professor of Finance at the  Group; Assistant Treasurer of each of the investment
Chairman and Chief Executive Officer (retired 2009) Mendoza College of Business at Notre Dame; Member  companies served by The Vanguard Group (1988–2008).
and President (2006–2008) of Rohm and Haas Co. of the Notre Dame 403(b) Investment Committee;    
(chemicals); Director of Tyco International, Ltd. Director of TIFF Advisory Services, Inc. (investment Heidi Stam  
(diversified manufacturing and services), Hewlett- advisor); Member of the Investment Advisory Born 1956. Secretary Since July 2005. Principal
Packard Co. (electronic computer manufacturing), Committees of the Financial Industry Regulatory Occupation(s) During the Past Five Years: Managing
and Delphi Automotive LLP (automotive components); Authority (FINRA) and of Major League Baseball. Director of The Vanguard Group, Inc.; General Counsel
Senior Advisor at New Mountain Capital; Trustee of André F. Perold of The Vanguard Group; Secretary of The Vanguard
The Conference Board. Born 1952. Trustee Since December 2004. Principal Group and of each of the investment companies
  Occupation(s) During the Past Five Years: George served by The Vanguard Group; Director and Senior
Amy Gutmann Gund Professor of Finance and Banking at the Harvard Vice President of Vanguard Marketing Corporation.
Born 1949. Trustee Since June 2006. Principal Business School (retired 2011); Chief Investment     
Occupation(s) During the Past Five Years: President Officer and Managing Partner of HighVista Strategies    
of the University of Pennsylvania; Christopher H. LLC (private investment firm); Director of Rand Vanguard Senior ManagementTeam
Browne Distinguished Professor of Political Science Merchant Bank; Overseer of the Museum of Fine    
in the School of Arts and Sciences with secondary Arts Boston. Mortimer J. Buckley Chris D. McIsaac
appointments at the Annenberg School for   Kathleen C. Gubanich Michael S. Miller
Communication and the Graduate School of Education Alfred M. Rankin, Jr. Paul A. Heller James M. Norris
of the University of Pennsylvania; Member of the Born 1941. Trustee Since January 1993. Principal Martha G. King Glenn W. Reed
National Commission on the Humanities and Social Occupation(s) During the Past Five Years: Chairman,    
Sciences; Trustee of Carnegie Corporation of New President, and Chief Executive Officer of NACCO    
York and of the National Constitution Center; Chair Industries, Inc. (housewares/lignite) and of Hyster-Yale Chairman Emeritus and Senior Advisor
of the U.S. Presidential Commission for the Study Materials Handling, Inc. (forklift trucks); Director of  
of Bioethical Issues. the National Association of Manufacturers; Chairman John J. Brennan  
of the Board of University Hospitals of Cleveland; Chairman, 1996–2009
JoAnn Heffernan Heisen Advisory Chairman of the Board of The Cleveland Chief Executive Officer and President, 1996–2008
Born 1950. Trustee Since July 1998. Principal Museum of Art.    
Occupation(s) During the Past Five Years: Corporate Founder  
Vice President and Chief Global Diversity Officer   John C. Bogle  
  Chairman and Chief Executive Officer, 1974–1996

 

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.
2 December 2002 for Vanguard Equity Income Fund, Vanguard Growth Equity Fund, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

 

P.O. Box 2600
Valley Forge, PA 19482-2600

 

Connect with Vanguard® > vanguard.com

Fund Information > 800-662-7447 All comparative mutual fund data are from Lipper Inc.
  or Morningstar, Inc., unless otherwise noted.
Direct Investor Account Services > 800-662-2739  
  You can obtain a free copy of Vanguard’s proxy voting
Institutional Investor Services > 800-523-1036  
  guidelines by visiting vanguard.com/proxyreporting or
Text Telephone for People by calling Vanguard at 800-662-2739. The guidelines
With Hearing Impairment > 800-749-7273 are also available from the SEC’s website, sec.gov.
  In addition, you may obtain a free report on how your
  fund voted the proxies for securities it owned during
 
This material may be used in conjunction the 12 months ended June 30. To get the report, visit
  either vanguard.com/proxyreporting or sec.gov.
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by the You can review and copy information about your fund
fund’s current prospectus. at the SEC’s Public Reference Room in Washington, D.C.
  To find out more about this public service, call the SEC
The funds or securities referred to herein are not at 202-551-8090. Information about your fund is also
sponsored, endorsed, or promoted by MSCI, and MSCI available on the SEC’s website, and you can receive
bears no liability with respect to any such funds or copies of this information, for a fee, by sending a
securities. The prospectus or the Statement of Additional request in either of two ways: via e-mail addressed to
Information contains a more detailed description of the publicinfo@sec.gov or via regular mail addressed to the
limited relationship MSCI has with Vanguard and any Public Reference Section, Securities and Exchange
related funds. Commission, Washington, DC 20549-1520.
 
 
 
 
  © 2013 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
  Q4832 042013

 


 

 

 

Semiannual Report | February 28, 2013
 
Vanguard Extended Duration
Treasury Index Fund

 



 

> For the six months ended February 28, 2013, Vanguard Extended Duration Treasury Index Fund returned –9.59%.

> The yields of long-term bonds increased notably during the period, driving bond prices lower and leading to the fund’s negative return.

> The fund’s result was in line with that of its target index, the Barclays U.S. Treasury STRIPS 20–30 Year Equal Par Bond Index.

Contents  
Your Fund’s Total Returns. 1
Chairman’s Letter. 2
Fund Profile. 7
Performance Summary. 8
Financial Statements. 9
About Your Fund’s Expenses. 19
Glossary. 21

 

Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice.
Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.
See the Glossary for definitions of investment terms used in this report.
About the cover: Our cover photograph shows rigging on the HMSSurprise, a replica of an 18th-century Royal Navy frigate. It was featured in the 2003 movie Master and Commander: The Far Side of the World, which was based on Patrick O’Brian’s sea novels, set amid the Napoleonic Wars. Vanguard was named for another ship of that era, the HMSVanguard, which was the flagship of British Admiral Horatio Nelson at the Battle of the Nile.


 

Your Fund’s Total Returns        
 
 
 
 
Six Months Ended February 28, 2013        
  30-Day SEC Income Capital Total
  Yield Returns Returns Returns
Vanguard Extended Duration Treasury Index Fund        
Institutional Shares 3.18% 1.55% -11.14% -9.59%
ETF Shares 3.16      
Market Price       -9.57
Net Asset Value       -9.59
Barclays U.S. Treasury STRIPS 20–30 Year Equal        
Par Bond Index       -9.40
General U.S. Treasury Funds Average       -2.11
General U.S. Treasury Funds Average: Derived from data provided by Lipper Inc.      

 

Institutional Shares are available to certain institutional investors who meet specific administrative, service, and account-size criteria. The Vanguard ETF® Shares shown are traded on the NYSE Arca exchange and are available only through brokers. The table provides ETF returns based on both the NYSE Arca market price and the net asset value for a share. U.S. Pat. No. 6,879,964 B2; 7,337,138; 7,720,749; 7,925,573; 8,090,646.

For the ETF Shares, the market price is determined by the midpoint of the bid-offer spread as of the closing time of the New York Stock Exchange (generally 4 p.m., Eastern time). The net asset value is also determined as of the NYSE closing time. For more information about how the ETF Shares' market prices have compared with their net asset value, visit vanguard.com, select your ETF, and then select the Price and Performance tab. The ETF premium/discount analysis there shows the percentages of days on which the ETF Shares' market price was above or below the NAV.

Your Fund’s Performance at a Glance        
August 31, 2012, Through February 28, 2013        
      Distributions Per Share
  Starting Ending Income Capital
  Share Price Share Price Dividends Gains
Vanguard Extended Duration Treasury Index        
Fund        
Institutional Shares $39.55 $33.68 $0.647 $1.490
ETF Shares 131.02 111.60 2.130 4.936

 

1


 

 

 

 

Chairman’s Letter

Dear Shareholder,

During the six-month period ended February 28, 2013, the Federal Reserve maintained its effort to stimulate the economy by holding down interest rates. This included heavy purchasing of U.S. Treasury bonds and mortgage-backed securities.

Still, Treasury bond yields began moving up from the historically low levels they had reached last summer. Demand for perceived safe-harbor investments such as Treasury securities slackened through much of the period as investors grew more optimistic that Europe’s financial troubles were stabilizing. Declining demand lowered bond prices and raised yields, an effect that was most pronounced in longer-maturity bonds.

As a consequence, Vanguard Extended Duration Treasury Index Fund had a –9.59% return for both Institutional Shares and ETF Shares (based on net asset value). That was a big contrast from the previous six-month period ended August 31, 2012, when the fund returned about 15%.

Dramatic swings in return are not unusual for long-term bonds—the focus of the fund—because of their long duration, a gauge of their sensitivity to changes in interest rates. Indeed, such swings are consistent with what the fund was designed to do: help pension-fund managers and other investors with long-term liabilities who seek to offset changes in the value of liabilities with similar changes in the value of plan assets.

2


 

The fund performed in line with its target index, the Barclays U.S. Treasury STRIPS 20–30 Year Equal Par Bond Index, which returned –9.40%. The fund’s peer group had an average return of –2.11%. Keep in mind that the peer group is heavily oriented toward Treasury bond funds with short- to intermediate-term maturities.

Bonds finished flat as yields remained low
The broad U.S. taxable bond market barely squeezed out a gain for the half-year, advancing just 0.15%.

Bond returns were anemic as the yield of the benchmark 10-year U.S. Treasury note climbed during the period; it dropped back a bit in February to finish at about 1.88%, still low by historical standards. (Bond prices and yields move in opposite directions.) Investors, nervous over Italy’s unsettled election results in the period’s final week, were drawn to the perceived safety of Treasury securities.

Although bonds can provide critical diversification benefits to a portfolio, their return prospects look much less promising than they have in recent years. As yields have tumbled, the opportunity for future bond price appreciation has greatly diminished.

Returns on money market funds and savings accounts remained minuscule as the Federal Reserve adhered to its four-year-old policy of keeping short-term interest rates between 0% and 0.25%.

Market Barometer      
      Total Returns
    Periods Ended February 28, 2013
  Six One Five Years
  Months Year (Annualized)
Bonds      
Barclays U.S. Aggregate Bond Index (Broad taxable      
market) 0.15% 3.12% 5.52%
Barclays Municipal Bond Index (Broad tax-exempt market) 2.01 5.01 6.79
Citigroup Three-Month U.S. Treasury Bill Index 0.05 0.08 0.34
 
Stocks      
Russell 1000 Index (Large-caps) 9.72% 13.62% 5.21%
Russell 2000 Index (Small-caps) 13.02 14.02 7.35
Russell 3000 Index (Broad U.S. market) 9.97 13.65 5.38
MSCI All Country World Index ex USA (International) 13.06 6.66 -0.87
 
CPI      
Consumer Price Index 0.78% 1.98% 1.86%

 

3


 

Stocks overcame concerns en route to substantial gains
Stocks worldwide advanced strongly over the six months, though uncertainty both at home and abroad periodically stalked the markets. International equities eclipsed their U.S. counterparts as stocks from developed and emerging markets rallied amid optimism over central bankers’ policy moves.

Despite political and fiscal challenges, international stocks returned about 13%. Rising Japanese stocks helped drive the Pacific region’s robust returns as Japan’s newly elected prime minister, Shinzo Abe, advocated aggressive monetary easing to boost his nation’s economy and preempt deflation.

European stocks benefited from the European Central Bank’s commitment to preserve the euro, climbing about 13%. Debt-crisis concerns reignited in the period’s final week, though, when Italy’s national elections ended in a political impasse amid voters’ anti-austerity message.

U.S. markets rose nearly 10% as solid corporate earnings and the Federal Reserve’s stimulus program helped boost returns. But the impending enactment of extensive, automatic federal spending cuts (known as the sequester) stoked investors’ anxiety as the six-month period wound down.

Expense Ratios    
 
  Institutional ETF
  Shares Shares
Extended Duration Treasury Index Fund 0.10% 0.12%

The fund expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year.
For the six months ended February 28, 2013, the annualized expense ratios were 0.10% for Institutional Shares and 0.12% for ETF Shares.

4


 

Investors were focused on the Fed’s next move
As I mentioned, the fund’s long duration makes it highly sensitive to changes in interest rates. During the fiscal half-year, the outlook for interest rates was a top concern for investors, who focused in particular on what the Federal Reserve might do next. The central bank exercises enormous influence over interest rates; it sets short-term rates in the United States, and its actions also shape longer-term ones. As a result, investors are quick to respond to Fed actions and even to shifting expectations about those actions.

Investors dissected minutes of the Fed’s meetings for indications of when it might stop its quantitative easing, or QE—its purchasing of hundreds of billions of dollars’ worth of bonds and mortgage-backed securities. Since the Fed began its series of QE programs in late 2008, its securities purchases have driven down the yields of long-term Treasury bonds, boosting bond prices and the returns of the Extended Duration Treasury Index Fund.

Concerns that the Fed might halt its QE efforts in the near term seemed to contribute to higher bond yields during the period. From August 31 to February 28, the yield of the 30-year Treasury bond rose from 2.68% to 3.09%.

For the half-year, long-term Treasury yields peaked around mid-February, before Fed Chairman Ben S. Bernanke and other high-ranking Fed officials offered assurances that the central bank had no plans to abruptly halt its securities purchases. Vanguard economists expect quantitative easing to continue in 2013 as the Fed persists in trying to stimulate growth. (You can read more in Vanguard’s Economic and Investment Outlook, available at vanguard.com/research.)

Higher yields led to a sharp drop in bond prices. The fund‘s capital return, reflecting the prices of its holdings, was –11.14%. That result was only slightly offset by an income return of 1.55%.

As of February 28, the fund’s Institutional Shares had an SEC yield of 3.18%, compared with 2.74% six months before and 3.19% a year ago.

Ups and downs should be seen in the context of the fund’s goal
Volatility has been a hallmark of the Extended Duration Treasury Index Fund since its inception on November 28, 2007. Rather than cause for concern, these swings reflect the purpose of the fund. As I noted, it was created for investors such as pension fund managers who need to control the interest rate risk associated with their long-term liabilities.

5


 

The fund’s high sensitivity to movements in interest rates can help managers of defined benefit pension plans match changes in the value of a plan’s long-term liabilities with changes in asset values—a so-called liability-driven investment strategy. Both a pension plan’s assets and its liabilities are highly sensitive to changes in interest rates.

The Extended Duration Treasury Index Fund can play a valuable role in a liability-driven strategy, offering managers a low-cost portfolio of high-quality assets to help manage a plan’s long-term obligations.

As always, thank you for entrusting your assets to Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
March 12, 2013

6


 

Extended Duration Treasury Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
 
  Institutional ETF
  Shares Shares
Ticker Symbol VEDTX EDV
Expense Ratio1 0.10% 0.12%
30-Day SEC Yield 3.18% 3.16%

 

Financial Attributes    
    Barclays
    Treasury
    STRIPS
    20–30 Year
  Fund Index
Number of Bonds 54 61
Yield to Maturity    
(before expenses) 3.2% 3.2%
Average Coupon 0.0% 0.0%
Average Duration 26.0 years 27.4 years
Average Effective    
Maturity 24.0 years 25.3 years
Short-Term    
Reserves 0.0%
 
 
Sector Diversification (% of portfolio)  
Treasury/Agency   100.0%

The agency and mortgage-backed securities sectors may include issues from government-sponsored enterprises; such issues are generally not backed by the full faith and credit of the U.S. government.

 

Volatility Measures  
  Barclays
  Treasury
  STRIPS
  20–30 Year
  Index
R-Squared 1.00
Beta 1.00

These measures show the degree and timing of the fund’s fluctuations compared with the index over 36 months.

 

Distribution by Effective Maturity  
(% of portfolio)  
10 - 20 Years 12.9%
20 - 30 Years 87.1

 

Distribution by Credit Quality (% of portfolio)
U.S. Government 100.0%

For information about these ratings, see the Glossary entry for Credit Quality.

Investment Focus


1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.10% for Institutional Shares and 0.12% for ETF Shares.

7


 

Extended Duration Treasury Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): December 6, 2007, Through February 28, 2013  
    Barclays
    Treasury
    STRIPS
    20–30 Year
  ETF Shares Net Asset Value Index
Fiscal Year Total Returns Total Returns
2008 2.29% 3.16%
2009 7.98 8.39
2010 20.80 21.48
2011 1.33 1.99
2012 37.90 36.86
2013 -9.59 -9.40
Note: For 2013, performance data reflect the six months ended February 28, 2013.  

 

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

          Since Inception
  Inception Date One Year Five Years Income Capital Total
Institutional Shares 11/28/2007 3.25% 11.81% 4.10% 7.20% 11.30%
Fee-Adjusted Returns   2.73 11.70     11.19
ETF Shares 12/6/2007          
Market Price   2.65 11.71     11.66
Net Asset Value   3.18 11.78     11.74

Vanguard fund returns are adjusted to reflect the 0.50% fee on purchases of fund shares. The fee does not apply to the ETF Shares. The Fiscal-Year Total Returns table is not adjusted for fees.
See Financial Highlights for dividend and capital gains information.

8


 

Extended Duration Treasury Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Face Market
    Maturity Amount Value
  Coupon Date ($000) ($000)
U.S. Government and Agency Obligations (100.1%)        
U.S. Government Securities (100.1%)        
United States Treasury Strip Coupon 0.000% 5/15/33 21,140 11,332
United States Treasury Strip Coupon 0.000% 8/15/33 21,025 11,158
United States Treasury Strip Coupon 0.000% 11/15/33 23,040 12,094
United States Treasury Strip Coupon 0.000% 2/15/34 23,135 12,034
United States Treasury Strip Coupon 0.000% 5/15/34 21,660 11,160
United States Treasury Strip Coupon 0.000% 8/15/34 20,760 10,584
United States Treasury Strip Coupon 0.000% 11/15/34 21,270 10,735
United States Treasury Strip Coupon 0.000% 2/15/35 23,695 11,844
United States Treasury Strip Coupon 0.000% 5/15/35 20,820 10,316
United States Treasury Strip Coupon 0.000% 8/15/35 21,120 10,360
United States Treasury Strip Coupon 0.000% 11/15/35 21,845 10,620
United States Treasury Strip Coupon 0.000% 2/15/36 21,725 10,482
United States Treasury Strip Coupon 0.000% 5/15/36 18,875 9,016
United States Treasury Strip Coupon 0.000% 8/15/36 21,700 10,257
United States Treasury Strip Coupon 0.000% 11/15/36 21,645 10,134
United States Treasury Strip Coupon 0.000% 2/15/37 18,200 8,453
United States Treasury Strip Coupon 0.000% 5/15/37 20,650 9,494
United States Treasury Strip Coupon 0.000% 8/15/37 19,940 9,074
United States Treasury Strip Coupon 0.000% 11/15/37 20,885 9,416
United States Treasury Strip Coupon 0.000% 2/15/38 18,685 8,341
United States Treasury Strip Coupon 0.000% 5/15/38 21,700 9,602
United States Treasury Strip Coupon 0.000% 8/15/38 21,830 9,557
United States Treasury Strip Coupon 0.000% 11/15/38 21,950 9,526
United States Treasury Strip Coupon 0.000% 2/15/39 21,500 9,248
United States Treasury Strip Coupon 0.000% 5/15/39 22,200 9,468
United States Treasury Strip Coupon 0.000% 8/15/39 21,845 9,236
United States Treasury Strip Coupon 0.000% 11/15/39 19,550 8,183
United States Treasury Strip Coupon 0.000% 2/15/40 20,750 8,584
United States Treasury Strip Coupon 0.000% 5/15/40 19,145 7,854
United States Treasury Strip Coupon 0.000% 8/15/40 21,150 8,581
United States Treasury Strip Coupon 0.000% 11/15/40 23,915 9,607
United States Treasury Strip Coupon 0.000% 2/15/41 25,850 10,296
United States Treasury Strip Coupon 0.000% 5/15/41 23,500 9,257
United States Treasury Strip Coupon 0.000% 8/15/41 29,500 11,484
United States Treasury Strip Coupon 0.000% 11/15/41 24,200 9,343
United States Treasury Strip Coupon 0.000% 2/15/42 22,890 8,725

 

9


 

Extended Duration Treasury Index Fund        
 
 
 
      Face Market
    Maturity Amount Value
  Coupon Date ($000) ($000)
United States Treasury Strip Coupon 0.000% 5/15/42 13,415 5,064
United States Treasury Strip Coupon 0.000% 2/15/43 50 18
United States Treasury Strip Principal 0.000% 2/15/36 21,985 10,749
United States Treasury Strip Principal 0.000% 2/15/37 18,850 8,843
United States Treasury Strip Principal 0.000% 5/15/37 18,155 8,431
United States Treasury Strip Principal 0.000% 2/15/38 19,600 8,834
United States Treasury Strip Principal 0.000% 5/15/38 19,845 8,859
United States Treasury Strip Principal 0.000% 2/15/39 21,905 9,495
United States Treasury Strip Principal 0.000% 5/15/39 20,235 8,696
United States Treasury Strip Principal 0.000% 8/15/39 21,575 9,198
United States Treasury Strip Principal 0.000% 11/15/39 19,850 8,363
United States Treasury Strip Principal 0.000% 2/15/40 20,175 8,423
United States Treasury Strip Principal 0.000% 5/15/40 18,800 7,761
United States Treasury Strip Principal 0.000% 8/15/40 20,430 8,338
United States Treasury Strip Principal 0.000% 11/15/40 23,505 9,501
United States Treasury Strip Principal 0.000% 2/15/41 27,085 10,851
United States Treasury Strip Principal 0.000% 5/15/41 30,455 12,061
United States Treasury Strip Principal 0.000% 8/15/41 31,220 12,210
United States Treasury Strip Principal 0.000% 11/15/41 38,205 14,769
United States Treasury Strip Principal 0.000% 2/15/42 37,025 14,148
United States Treasury Strip Principal 0.000% 5/15/42 39,785 15,041
United States Treasury Strip Principal 0.000% 8/15/42 38,460 14,386
United States Treasury Strip Principal 0.000% 11/15/42 21,100 7,817
United States Treasury Strip Principal 0.000% 2/15/43 6,050 2,217
Total U.S. Government and Agency Obligations (Cost $485,958)     579,528
 
      Shares  
Temporary Cash Investment (0.0%)        
Money Market Fund (0.0%)        
1 Vanguard Market Liquidity Fund (Cost $139) 0.143%   138,694 139
Total Investments (100.1%) (Cost $486,097)       579,667
Other Assets and Liabilities (-0.1%)        
Other Assets       16,637
Liabilities       (17,368)
        (731)
Net Assets (100%)       578,936

 

10


 

Extended Duration Treasury Index Fund  
 
 
At February 28, 2013, net assets consisted of:  
  Amount
  ($000)
Paid-in Capital 464,115
Undistributed Net Investment Income 2,604
Accumulated Net Realized Gains 18,647
Unrealized Appreciation (Depreciation) 93,570
Net Assets 578,936
 
Institutional Shares—Net Assets  
Applicable to 12,217,441 outstanding $.001 par value shares of  
beneficial interest (unlimited authorization) 411,540
Net Asset Value Per Share—Institutional Shares $33.68
 
ETF Shares—Net Assets  
Applicable to 1,500,000 outstanding $.001 par value shares of  
beneficial interest (unlimited authorization) 167,396
Net Asset Value Per Share—ETF Shares $111.60

 

See Note A in Notes to Financial Statements.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
See accompanying Notes, which are an integral part of the Financial Statements.

11


 

Extended Duration Treasury Index Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  February 28, 2013
  ($000)
Investment Income  
Income  
Interest 10,212
Total Income 10,212
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 19
Management and Administrative—Institutional Shares 160
Management and Administrative—ETF Shares 62
Marketing and Distribution—Institutional Shares 68
Marketing and Distribution—ETF Shares 26
Custodian Fees 3
Shareholders’ Reports—Institutional Shares
Shareholders’ Reports—ETF Shares 8
Total Expenses 346
Net Investment Income 9,866
Realized Net Gain (Loss) on Investment Securities Sold 27,644
Change in Unrealized Appreciation (Depreciation) of Investment Securities (104,552)
Net Increase (Decrease) in Net Assets Resulting from Operations (67,042)

 

See accompanying Notes, which are an integral part of the Financial Statements.

12


 

Extended Duration Treasury Index Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 9,866 20,709
Realized Net Gain (Loss) 27,644 64,175
Change in Unrealized Appreciation (Depreciation) (104,552) 124,196
Net Increase (Decrease) in Net Assets Resulting from Operations (67,042) 209,080
Distributions    
Net Investment Income    
Institutional Shares (8,350) (15,180)
ETF Shares (3,029) (5,340)
Realized Capital Gain1    
Institutional Shares (17,505) (10,632)
ETF Shares (6,910) (4,033)
Total Distributions (35,794) (35,185)
Capital Share Transactions    
Institutional Shares (100,765) 41,905
ETF Shares (6,595) 44,042
Net Increase (Decrease) from Capital Share Transactions (107,360) 85,947
Total Increase (Decrease) (210,196) 259,842
Net Assets    
Beginning of Period 789,132 529,290
End of Period2 578,936 789,132

 

1 Includes fiscal 2013 and 2012 short-term gain distributions totaling $7,603,000 and $7,473,000, respectively. Short-term gain distributions are treated as ordinary income dividends for tax purposes.
2 Net Assets—End of Period includes undistributed net investment income of $2,604,000 and $4,117,000.

See accompanying Notes, which are an integral part of the Financial Statements.

13


 

Extended Duration Treasury Index Fund            
 
 
Financial Highlights            
 
 
Institutional Shares            
  Six Months         Nov. 28,
  Ended         20071 to
      Year Ended August 31,  
For a Share Outstanding February 28,         Aug. 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $39.55 $30.19 $31.18 $30.69 $29.52 $30.00
Investment Operations            
Net Investment Income .592 1.084 1.1272 1.1732 1.2732 1.0232
Net Realized and Unrealized Gain (Loss)            
on Investments3 (4.325) 10.162 (.948) 3.796 1.221 (.928)
Total from Investment Operations (3.733) 11.246 .179 4.969 2.494 .095
Distributions            
Dividends from Net Investment Income (.647) (1.101) (1.101) (1.134) (1.324) (.575)
Distributions from Realized Capital Gains (1.490) (.785) (.068) (3.345)
Total Distributions (2.137) (1.886) (1.169) (4.479) (1.324) (.575)
Net Asset Value, End of Period $33.68 $39.55 $30.19 $31.18 $30.69 $29.52
 
Total Return4 -9.59% 37.92% 1.33% 20.84% 8.05% 0.39%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $412 $586 $409 $286 $151 $258
Ratio of Total Expenses to            
Average Net Assets 0.10% 0.10% 0.11% 0.11% 0.11% 0.11%5
Ratio of Net Investment Income to            
Average Net Assets 3.00% 3.08% 4.42% 4.41% 3.93% 4.55%5
Portfolio Turnover Rate6 24% 47% 22% 24% 39% 36%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Includes increases from purchase fees of $0.01, $0.05, $0.02, $0.00, $0.01, and $0.03.
4 Total returns do not include transaction fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction fees.
5 Annualized.
6 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

14


 

Extended Duration Treasury Index Fund          
 
 
Financial Highlights            
 
 
ETF Shares            
  Six Months         Dec. 6,
  Ended         20071 to
      Year Ended August 31,  
For a Share Outstanding February 28,         Aug. 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $131.02 $100.09 $103.39 $101.91 $98.11 $97.78
Investment Operations            
Net Investment Income 1.953 3.566 3.7232 3.9212 4.3172 3.1662
Net Realized and Unrealized Gain (Loss)            
on Investments3 (14.307) 33.594 (3.168) 12.419 3.880 (.983)
Total from Investment Operations (12.354) 37.160 .555 16.340 8.197 2.183
Distributions            
Dividends from Net Investment Income (2.130) (3.628) (3.630) (3.752) (4.397) (1.853)
Distributions from Realized Capital Gains (4.936) (2.602) (.225) (11.108)
Total Distributions (7.066) (6.230) (3.855) (14.860) (4.397) (1.853)
Net Asset Value, End of Period $111.60 $131.02 $100.09 $103.39 $101.91 $98.11
 
Total Return -9.59% 37.90% 1.33% 20.80% 7.98% 2.29%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $167 $203 $120 $176 $46 $5
Ratio of Total Expenses to            
Average Net Assets 0.12% 0.12% 0.13% 0.13% 0.14% 0.14%4
Ratio of Net Investment Income to            
Average Net Assets 2.98% 3.06% 4.40% 4.39% 3.90% 4.52%4
Portfolio Turnover Rate5 24% 47% 22% 24% 39% 36%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Includes increases from purchase fees of $0.04, $0.18, $0.07, $0.01, $0.02 and $0.11.
4 Annualized.
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

15


 

Extended Duration Treasury Index Fund

Notes to Financial Statements

Vanguard Extended Duration Treasury Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers three classes of shares: Institutional Shares, Institutional Plus Shares, and ETF Shares. Institutional Shares and Institutional Plus Shares are designed for investors who meet certain administrative, service, and account-size criteria. The fund has not issued any Institutional Plus Shares through February 28, 2013. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Bonds, and temporary cash investments acquired over 60 days to maturity, are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

3. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

4. Other: Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities purchased are amortized and accreted, respectively, to interest income over the lives of the respective securities. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold. Fees assessed on purchases of Institutional Shares are credited to paid-in capital.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $74,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.03% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

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Extended Duration Treasury Index Fund

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The following table summarizes the market value of the fund’s investments as of February 28, 2013, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
U.S. Government and Agency Obligations 579,528
Temporary Cash Investments 139
Total 139 579,528

 

D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year.

During the six months ended February 28, 2013, the fund realized $8,421,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized gains to paid-in capital.

At February 28, 2013, the cost of investment securities for tax purposes was $486,097,000.

Net unrealized appreciation of investment securities for tax purposes was $93,570,000, consisting of unrealized gains of $101,868,000 on securities that had risen in value since their purchase and $8,298,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended February 28, 2013, the fund purchased $103,393,000 of investment securities and sold $246,582,000 of investment securities, other than temporary cash investments. Purchases and sales include $23,893,000 and $30,537,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

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Extended Duration Treasury Index Fund


F. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Institutional Shares        
Issued1 65,310 1,765 230,424 6,632
Issued in Lieu of Cash Distributions 24,803 710 24,832 684
Redeemed (190,878) (5,076) (213,351) (6,052)
Net Increase (Decrease) —Institutional Shares (100,765) (2,601) 41,905 1,264
ETF Shares        
Issued1 23,969 200 127,445 1,050
Issued in Lieu of Cash Distributions
Redeemed (30,564) (250) (83,403) (700)
Net Increase (Decrease) —ETF Shares (6,595) (50) 44,042 350
1 Includes purchase fees for fiscal 2013 and 2012 of $209,000 and $1,072,000, respectively (fund totals).

 

G. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

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About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

• Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

• Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.

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Six Months Ended February 28, 2013      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Extended Duration Treasury Index Fund 8/31/2012 2/28/2013 Period
Based on Actual Fund Return      
Institutional Shares $1,000.00 $904.06 $0.47
ETF Shares 1,000.00 904.07 0.57
Based on Hypothetical 5% Yearly Return      
Institutional Shares $1,000.00 $1,024.30 $0.50
ETF Shares 1,000.00 1,024.20 0.60

 

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.10% for Institutional Shares and 0.12% for ETF Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period.

20


 

Glossary

30-Day SEC Yield. A fund’s 30-day SEC yield is derived using a formula specified by the U.S. Securities and Exchange Commission. Under the formula, data related to the fund’s security holdings in the previous 30 days are used to calculate the fund’s hypothetical net income for that period, which is then annualized and divided by the fund’s estimated average net assets over the calculation period. For the purposes of this calculation, a security’s income is based on its current market yield to maturity (for bonds), its actual income (for asset-backed securities), or its projected dividend yield (for stocks). Because the SEC yield represents hypothetical annualized income, it will differ—at times significantly—from the fund’s actual experience. As a result, the fund’s income distributions may be higher or lower than implied by the SEC yield.

Average Coupon. The average interest rate paid on the fixed income securities held by a fund. It is expressed as a percentage of face value.

Average Duration. An estimate of how much the value of the bonds held by a fund will fluctuate in response to a change in interest rates. To see how the value could change, multiply the average duration by the change in rates. If interest rates rise by 1 percentage point, the value of the bonds in a fund with an average duration of five years would decline by about 5%. If rates decrease by a percentage point, the value would rise by 5%.

Average Effective Maturity. The average length of time until fixed income securities held by a fund reach maturity and are repaid, taking into consideration the possibility that the issuer may call the bond before its maturity date. The figure reflects the proportion of fund assets represented by each security; it also reflects any futures contracts held. In general, the longer the average effective maturity, the more a fund’s share price will fluctuate in response to changes in market interest rates.

Credit Quality. Credit-quality ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). “Not Rated” is used to classify securities for which a rating is not available. U.S. Treasury, U.S. Agency, and U.S. Agency mortgage-backed securities appear under “U.S. Government.” Credit-quality ratings are obtained from Barclays using ratings generally derived from Moody’s, Fitch, and S&P. When ratings from all three agencies are used, the median rating is shown. When ratings from two of the agencies are used, the lower rating is shown.

Distribution by Coupon. A breakdown of the securities in a fund according to coupon rate—the interest rate that an issuer promises to pay, expressed as an annual percentage of face value. Securities with unusually high coupon rates may be subject to call risk, the possibility that they will be redeemed (or “called”) early by the issuer.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is measured from the inception date.

Short-Term Reserves. The percentage of a fund invested in highly liquid, short-term securities that can be readily converted to cash.

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Yield to Maturity. The rate of return an investor would receive if the fixed income securities held by a fund were held to their maturity dates.

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The People Who Govern Your Fund

The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them on an at-cost basis.

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 180 Vanguard funds.

The following table provides information for each trustee and executive officer of the fund. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1 and Delphi Automotive LLP (automotive components);
  Senior Advisor at New Mountain Capital; Trustee of
F. William McNabb III The Conference Board.
Born 1957. Trustee Since July 2009. Chairman of the  
Board. Principal Occupation(s) During the Past Five Amy Gutmann
Years: Chairman of the Board of The Vanguard Group, Born 1949. Trustee Since June 2006. Principal
Inc., and of each of the investment companies served Occupation(s) During the Past Five Years: President
by The Vanguard Group, since January 2010; Director of the University of Pennsylvania; Christopher H.
of The Vanguard Group since 2008; Chief Executive Browne Distinguished Professor of Political Science
Officer and President of The Vanguard Group and of in the School of Arts and Sciences with secondary
each of the investment companies served by The appointments at the Annenberg School for
Vanguard Group since 2008; Director of Vanguard Communication and the Graduate School of Education
Marketing Corporation; Managing Director of The of the University of Pennsylvania; Member of the
Vanguard Group (1995–2008). National Commission on the Humanities and Social
  Sciences; Trustee of Carnegie Corporation of New
IndependentTrustees York and of the National Constitution Center; Chair
of the U. S. Presidential Commission for the Study
Emerson U. Fullwood of Bioethical Issues.
Born 1948. Trustee Since January 2008. Principal  
Occupation(s) During the Past Five Years: Executive JoAnn Heffernan Heisen
Chief Staff and Marketing Officer for North America Born 1950. Trustee Since July 1998. Principal
and Corporate Vice President (retired 2008) of Xerox Occupation(s) During the Past Five Years: Corporate
Corporation (document management products and Vice President and Chief Global Diversity Officer
services); Executive in Residence and 2010 (retired 2008) and Member of the Executive
Distinguished Minett Professor at the Rochester Committee (1997–2008) of Johnson & Johnson
Institute of Technology; Director of SPX Corporation (pharmaceuticals/medical devices/consumer
(multi-industry manufacturing), the United Way of products); Director of Skytop Lodge Corporation
Rochester, Amerigroup Corporation (managed health (hotels), the University Medical Center at Princeton,
care), the University of Rochester Medical Center, the Robert Wood Johnson Foundation, and the Center
Monroe Community College Foundation, and North for Talent Innovation; Member of the Advisory Board
Carolina A&T University. of the Maxwell School of Citizenship and Public Affairs
at Syracuse University.
Rajiv L. Gupta  
Born 1945. Trustee Since December 2001.2 F. Joseph Loughrey
Principal Occupation(s) During the Past Five Years: Born 1949. Trustee Since October 2009. Principal
Chairman and Chief Executive Officer (retired 2009) Occupation(s) During the Past Five Years: President
and President (2006–2008) of Rohm and Haas Co. and Chief Operating Officer (retired 2009) of Cummins
(chemicals); Director of Tyco International, Ltd. Inc. (industrial machinery); Chairman of the Board of
(diversified manufacturing and services), Hewlett- Hillenbrand, Inc. (specialized consumer services);
Packard Co. (electronic computer manufacturing), Director of SKF AB (industrial machinery), the Lumina

 


 

Foundation for Education, and Oxfam America; Executive Officers  
Chairman of the Advisory Council for the College of    
Arts and Letters and Member of the Advisory Board to Glenn Booraem  
the Kellogg Institute for International Studies at the Born 1967. Controller Since July 2010. Principal
University of Notre Dame. Occupation(s) During the Past Five Years: Principal
  of The Vanguard Group, Inc.; Controller of each of
Mark Loughridge the investment companies served by The Vanguard
Born 1953. Trustee Since March 2012. Principal Group; Assistant Controller of each of the investment
Occupation(s) During the Past Five Years: Senior Vice companies served by The Vanguard Group (2001–2010).
President and Chief Financial Officer at IBM (information    
technology services); Fiduciary Member of IBM’s Thomas J. Higgins  
Retirement Plan Committee. Born 1957. Chief Financial Officer Since September
  2008. Principal Occupation(s) During the Past Five
Scott C. Malpass Years: Principal of The Vanguard Group, Inc.; Chief
Born 1962. Trustee Since March 2012. Principal Financial Officer of each of the investment companies
Occupation(s) During the Past Five Years: Chief served by The Vanguard Group; Treasurer of each of
Investment Officer and Vice President at the University the investment companies served by The Vanguard
of Notre Dame; Assistant Professor of Finance at the Group (1998–2008).  
Mendoza College of Business at Notre Dame; Member    
of the Notre Dame 403(b) Investment Committee; Kathryn J. Hyatt  
Director of TIFF Advisory Services, Inc. (investment Born 1955. Treasurer Since November 2008. Principal
advisor); Member of the Investment Advisory Occupation(s) During the Past Five Years: Principal of
Committees of the Financial Industry Regulatory The Vanguard Group, Inc.; Treasurer of each of the
Authority (FINRA) and of Major League Baseball. investment companies served by The Vanguard
  Group; Assistant Treasurer of each of the investment
André F. Perold companies served by The Vanguard Group (1988–2008).
Born 1952. Trustee Since December 2004. Principal    
Occupation(s) During the Past Five Years: George Heidi Stam  
Gund Professor of Finance and Banking at the Harvard Born 1956. Secretary Since July 2005. Principal
Business School (retired 2011); Chief Investment Occupation(s) During the Past Five Years: Managing
Officer and Managing Partner of HighVista Strategies Director of The Vanguard Group, Inc.; General Counsel
LLC (private investment firm); Director of Rand of The Vanguard Group; Secretary of The Vanguard
Merchant Bank; Overseer of the Museum of Fine Group and of each of the investment companies
Arts Boston. served by The Vanguard Group; Director and Senior
  Vice President of Vanguard Marketing Corporation.
Alfred M. Rankin, Jr.    
Born 1941. Trustee Since January 1993. Principal Vanguard Senior ManagementTeam  
Occupation(s) During the Past Five Years: Chairman,    
President, and Chief Executive Officer of NACCO Mortimer J. Buckley Chris D. McIsaac
Industries, Inc. (housewares/lignite) and of Hyster-Yale Kathleen C. Gubanich Michael S. Miller
Materials Handling, Inc. (forklift trucks); Director of Paul A. Heller James M. Norris
the National Association of Manufacturers; Chairman Martha G. King Glenn W. Reed
of the Board of University Hospitals of Cleveland;    
Advisory Chairman of the Board of The Cleveland Chairman Emeritus and Senior Advisor  
Museum of Art.
  John J. Brennan  
Peter F. Volanakis Chairman, 1996–2009  
Born 1955. Trustee Since July 2009. Principal Chief Executive Officer and President, 1996–2008  
Occupation(s) During the Past Five Years: President    
and Chief Operating Officer (retired 2010) of Corning Founder  
Incorporated (communications equipment); Director John C. Bogle  
of SPX Corporation (multi-industry manufacturing); Chairman and Chief Executive Officer, 1974–1996  
Overseer of the Amos Tuck School of Business    
Administration at Dartmouth College; Advisor to the    
Norris Cotton Cancer Center.    

 

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.
2 December 2002 for Vanguard Equity Income Fund, Vanguard Growth Equity Fund, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

P.O. Box 2600
Valley Forge, PA 19482-2600

 

Connect with Vanguard® > vanguard.com

Fund Information > 800-662-7447 Vanguard Extended Duration Treasury ETF is not
Direct Investor Account Services > 800-662-2739 sponsored, endorsed, sold, or promoted by Barclays.
  Barclays makes no representation or warranty, express
Institutional Investor Services > 800-523-1036 or implied, to the owners of Vanguard Extended
Text Telephone for People Duration Treasury ETF or any member of the public
With Hearing Impairment > 800-749-7273 regarding the advisability of investing in securities
  generally or in Vanguard Extended Duration Treasury
This material may be used in conjunction ETF particularly or the ability of the Barclays Index to
with the offering of shares of any Vanguard track general bond market performance. Barclays
fund only if preceded or accompanied by hereby expressly disclaims all warranties of
  merchantability and fitness for a particular purpose
the fund’s current prospectus. with respect to the Barclays Index and any data
All comparative mutual fund data are from Lipper Inc. or included therein. Barclays’ only relationship to
Morningstar, Inc., unless otherwise noted. Vanguard and Vanguard Extended Duration Treasury
  ETF is the licensing of the Barclays Index, which is
You can obtain a free copy of Vanguard’s proxy voting determined, composed, and calculated by Barclays
guidelines by visiting vanguard.com/proxyreporting or by without regard to Vanguard or Vanguard Extended
calling Vanguard at 800-662-2739. The guidelines are Duration Treasury ETF. Barclays is not responsible for,
also available from the SEC’s website, sec.gov. In and has not participated in, the determination of the
addition, you may obtain a free report on how your fund timing of, prices of, or quantities of Vanguard Extended
voted the proxies for securities it owned during the 12 Duration Treasury ETF to be issued.
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or sec.gov.  
 
You can review and copy information about your fund at  
the SEC’s Public Reference Room in Washington, D.C. To  
find out more about this public service, call the SEC at  
202-551-8090. Information about your fund is also  
available on the SEC’s website, and you can receive  
copies of this information, for a fee, by sending a  
request in either of two ways: via e-mail addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
 
  © 2013 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q12752 042013

 


 

 

 

Semiannual Report | February 28, 2013
 
Vanguard Mega Cap Index Funds
 
 
 
Vanguard Mega Cap Index Fund
Vanguard Mega Cap 300 Growth Index Fund
Vanguard Mega Cap 300 Value Index Fund

 



 

> For the six-month period ended February 28, 2013, the returns of the three Vanguard Mega Cap Index Funds ranged from about 5% for the Growth Fund to more than 11% for the Value Fund.

> Each of the funds closely tracked its benchmark index.

> The financial and health care sectors contributed most to the results of the Value Fund and the Index Fund; the Growth Fund lagged because of weakness in the information technology sector.

Contents  
Your Fund’s Total Returns. 1
Chairman’s Letter. 2
Mega Cap Index Fund. 9
Mega Cap 300 Growth Index Fund. 23
Mega Cap 300 Value Index Fund. 37
About Your Fund’s Expenses. 50
Glossary. 52

 


Mega Cap 300 Growth Index Fund
Mega Cap 300 Value Index Fund

Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice.
Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.
See the Glossary for definitions of investment terms used in this report.
About the cover: Our cover photograph shows rigging on the HMSSurprise, a replica of an 18th-century Royal Navy frigate. It was featured in the 2003 movie Master and Commander: The Far Side of the World, which was based on Patrick O’Brian’s sea novels, set amid the Napoleonic Wars. Vanguard was named for another ship of that era, the HMSVanguard, which was the flagship of British Admiral Horatio Nelson at the Battle of the Nile.


 

Your Fund’s Total Returns  
 
 
 
 
Six Months Ended February 28, 2013  
  Total
  Returns
Vanguard Mega Cap Index Fund  
Institutional Shares 8.43%
ETF Shares  
Market Price 8.30
Net Asset Value 8.41
Spliced Mega Cap Index 8.46
Large-Cap Core Funds Average 9.24
For a benchmark description, see the Glossary.  
Large-Cap Core Funds Average: Derived from data provided by Lipper Inc.  
Vanguard Mega Cap 300 Growth Index Fund  
Institutional Shares 5.14%
ETF Shares  
Market Price 5.12
Net Asset Value 5.13
MSCI US Large Cap Growth Index 5.17
Large-Cap Growth Funds Average 6.62
Large-Cap Growth Funds Average: Derived from data provided by Lipper Inc.  
Vanguard Mega Cap 300 Value Index Fund  
Institutional Shares 11.62%
ETF Shares  
Market Price 11.57
Net Asset Value 11.62
MSCI US Large Cap Value Index 11.66
Large-Cap Value Funds Average 11.18
Large-Cap Value Funds Average: Derived from data provided by Lipper Inc.  

 

Institutional Shares are available to certain institutional investors who meet specific administrative, service, and account-size criteria. The Vanguard ETF® Shares shown are traded on the NYSE Arca exchange and are available only through brokers. The table provides ETF returns based on both the NYSE Arca market price and the net asset value for a share. U.S. Pat. No. 6,879,964 B2; 7,337,138; 7,720,749; 7,925,573; 8,090,646.

For the ETF Shares, the market price is determined by the midpoint of the bid-offer spread as of the closing time of the New York Stock Exchange (generally 4 p.m., Eastern time). The net asset value is also determined as of the NYSE closing time. For more information about how the ETF Shares' market prices have compared with their net asset value, visit vanguard.com, select your ETF, and then select the Price and Performance tab. The ETF premium/discount analysis there shows the percentages of days on which the ETF Shares' market price was above or below the NAV.

1


 


Chairman’s Letter

Dear Shareholder,

The three Vanguard Mega Cap Index Funds produced solid returns for the six months ended February 28, 2013.

Buoyed by strength in the financial sector, the Mega Cap 300 Value Index Fund performed best, with a return of more than 11%. The Mega Cap 300 Growth Index Fund returned about 5%, and the Mega Cap Index Fund, which combines the growth and value market segments, returned about 8%.

All three funds closely tracked their target indexes for the year. Only the Value Fund surpassed the broad U.S. market’s 9.97% return.

Stocks overcame concerns en route to substantial gains
Stocks worldwide advanced strongly over the six months ended February 28, though uncertainty both at home and abroad periodically stalked the markets. International equities eclipsed their U.S. counterparts as stocks from developed and emerging markets rallied amid optimism over central bankerspolicy moves.

Despite political and fiscal challenges, international stocks returned about 13%. Rising Japanese stocks helped drive the Pacific regions solid returns as Japans newly elected prime minister, Shinzo Abe, advocated aggressive monetary easing to boost his nations economy and preempt deflation.

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European stocks benefited from the European Central Bank’s commitment to preserve the euro, climbing about 13%. Debt-crisis concerns reignited in the periods final week, though, when Italys national elections ended in a political impasse over austerity measures.

U.S. markets rose nearly 10% as solid corporate earnings and the Federal Reserve’s stimulus program helped boost returns. But the impending enactment of extensive, automatic federal spending cuts (known as the sequester) stoked investorsanxiety as the six-month period wound down.

Bonds finished flat as yields remained low
The broad U.S. taxable bond market barely squeezed out a gain for the half-year, advancing just 0.15%.

Bond returns were anemic as the yield of the benchmark 10-year U.S. Treasury note climbed during the period; it dropped back a bit in February to finish at about 1.88%, still low by historical standards. (Bond prices and yields move in opposite directions.) Investors, nervous over Italys unsettled election results in the periods final week, were drawn to the perceived safety of Treasury securities.

Market Barometer      
 
      Total Returns
    Periods Ended February 28, 2013
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 9.72% 13.62% 5.21%
Russell 2000 Index (Small-caps) 13.02 14.02 7.35
Russell 3000 Index (Broad U.S. market) 9.97 13.65 5.38
MSCI All Country World Index ex USA (International) 13.06 6.66 -0.87
 
Bonds      
Barclays U.S. Aggregate Bond Index (Broad taxable market) 0.15% 3.12% 5.52%
Barclays Municipal Bond Index (Broad tax-exempt market) 2.01 5.01 6.79
Citigroup Three-Month U.S. Treasury Bill Index 0.05 0.08 0.34
 
CPI      
Consumer Price Index 0.78% 1.98% 1.86%

 

3


 

Although bonds can provide critical diversification benefits to a portfolio, their return prospects look much less promising than they have in recent years. As yields have tumbled, the opportunity for future bond price appreciation has greatly diminished.

Returns on money market funds and savings accounts remained minuscule as the Federal Reserve adhered to its four-year-old policy of keeping short-term interest rates between 0% and 0.25%.

Among mega-cap stocks, value outshone growth
U.S. large-cap stocks advanced in early 2013 along with most global stocks. However, investors were especially drawn to smaller, often riskier stocks than the blue chips contained in the Mega Cap Index Funds. Small-cap stocks out-paced both large caps and the broader U.S. stock market during the past six months.

Large-cap growth stocks lagged the rally by the widest margin. Mega Cap 300 Growth Index Funds holdings in information technology, which represented about one-third of its assets on average, hurt its result the most. Intense competition has cut into the profitability of some of the leading companies in the industry, where smartphones and tablets have powered growth in the past few years.

This weakness dragged down performance despite the funds moderate gains in the consumer discretionary, health care, and industrial sectors.

Expense Ratios      
Your Fund Compared With Its Peer Group      
 
  Institutional ETF Peer Group
  Shares Shares Average
Mega Cap Index Fund 0.08% 0.12% 1.15%
Mega Cap 300 Growth Index Fund 0.09 0.12 1.28
Mega Cap 300 Value Index Fund 0.08 0.12 1.19

 

The fund expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year.
For the six months ended February 28, 2013, the annualized expense ratios were: for the Mega Cap Index Fund, 0.08% for Institutional Shares and 0.12% for ETF Shares; for the Mega Cap 300 Growth Index Fund, 0.10% for Institutional Shares and 0.12% for ETF Shares; and for the Mega Cap 300 Value Index Fund, 0.08% for Institutional Shares and 0.12% for ETF Shares. Peer-group expense ratios are derived from data provided by Lipper Inc. and capture information through year-end 2012.

Peer groups: For the Mega Cap Index Fund, Large-Cap Core Funds; for the Mega Cap 300 Growth Index Fund, Large-Cap Growth Funds; and for the Mega Cap 300 Value Index Fund, Large-Cap Value Funds.

4


 

The Mega Cap 300 Value Index Fund was shielded from the plunge in the tech sector. Its index held fewer tech stocks, with more representation in classic value sectors such as financials. The fund also attracted investors focused on dividend income in a low-yield environment.

Financials, the funds largest sector-holding, contributed most to its return. Stocks of many of the nations largest banks produced double-digit gains thanks to a surge in demand for mortgage refinancing. Health care stocks also produced strong results as some of the biggest pharmaceutical companies benefited from sales and acquisitions. Energy stocks, which struggled a bit last year, stood out as oil and gas companies turned in solid earnings from refining and marketing their products.

The Mega Cap Index Fund, which includes both growth and value stocks, turned in results that lay in between those of the other two funds. Similar to the Growth Fund, it suffered from its heavy allocation to the tech sector. However, it benefited from some of its losses with impressive gains in the financial and health care sectors. The industrial sector also helped, with strong results from conglomerates and aerospace and defense companies.

Funds will seek to track new benchmark indexes
I noted in last years annual report that the three funds in this letter would adopt new target benchmarks as part of a broader transition affecting 22 of our index funds. This transition, which we plan to complete by the middle of 2013, is expected to produce significant long-term savings for Vanguard clients. As of January 31, we had already completed the transition for the Mega Cap 300 Index Fund. That fund also changed its name to Vanguard Mega Cap Index Fund.

The new benchmarks are supplied by the University of Chicago’s Center for Research in Security Prices (CRSP). CRSP is one of 11 research centers at the University of Chicago Booth School of Business. In 1960, the research organization pioneered the development of U.S. stock market data that are widely used in academic and investment research today.

In saving for your future, right now is always the right time
February 25 to March 2 was “America Saves Week,” an annual event aimed at encouraging people to set aside more for the future. I know a week devoted to promoting saving isn’t going to generate a lot of popular excitement or headlines. But it is, without a doubt, a worthy cause.

My view is that you should save more than you think youll need, particularly where retirement is concerned. How much? The right answer is different for everyone. The Vanguard Center for Retirement Research advises that a good target range is between 12% and 15% of your take-home pay, including any match from a workplace retirement plan. If you can’t afford to save that much today, start where you can and increase your savings as your circumstances allow.

5


 

If you do take steps to increase your savings nowbefore another America Saves Week comes and goesyoull thank yourself later. A Vanguard study called Penny Saved, Penny Earned (available at vanguard.com/research) examined the different levers we employ to achieve financial security. Our researchers found that retirement investors looking to improve the odds of reaching their goals are likely to do better by saving more over longer periods than by relying on the possibility of higher portfolio returns.

As always, thank you for entrusting your assets to Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
March 13, 2013

6


 

Investment insight
Different providers, but new and old benchmarks have much in common
On January 31, 2013, the Mega Cap Index Fund began tracking a new target
benchmark index, the CRSP US Mega Cap Index. (The funds growth and value
counterparts will adopt new benchmarks later this year as part of a broader
transition that’s discussed in the Chairmans Letter.)
 
The new index provider, the University of Chicago’s Center for Research in Security
Prices (CRSP), and the previous index provider, MSCI, take different approaches to
creating indexes. For example, the CRSP US Mega Cap Index includes the top 70%
of U.S. stocks based on market capitalization, while the previous index used a target
number of stocks, about 300 of the biggest by market cap. Still, the end result is
essentially the same: Both indexes track the performance of the very largest
U.S. stocks.
 
As you can see in the comparison below of various industry sector weightings,
the composition of the two indexes is very similar. And, as we have noted before,
the investment goals, objectives, and policies of the Mega Cap Index Fund remain
unchanged.
 
Comparison of indexes for Vanguard Mega Cap Index Fund

 

Former index
CRSP US Mega Cap Index

 

Sources: MSCI and CRSP as of February 28, 2013.
The fund seeks to track the CRSP US Mega Cap Index as of January 31, 2013.
The financial characteristics shown above are the result of each index provider’s individual indexing methodology and can be expected to vary over time.
Past performance is not a guarantee of future returns. The performance of an index is not an exact representation of any particular investment, as you cannot invest directly in an index.

7


 

Your Fund’s Performance at a Glance        
August 31, 2012, Through February 28, 2013        
      Distributions Per Share
  Starting Ending Income Capital
  Share Price Share Price Dividends Gains
Vanguard Mega Cap Index Fund        
Institutional Shares $95.66 $102.32 $1.337 $0.000
ETF Shares 48.52 51.90 0.669 0.000
Vanguard Mega Cap 300 Growth Index Fund        
Institutional Shares $110.67 $115.54 $0.788 $0.000
ETF Shares 55.92 58.17 0.597 0.000
Vanguard Mega Cap 300 Value Index Fund        
Institutional Shares $82.90 $91.13 $1.312 $0.000
ETF Shares 41.80 45.96 0.652 0.000

 

8


 

Mega Cap Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
 
  Institutional ETF
  Shares Shares
Ticker Symbol VMCTX MGC
Expense Ratio1 0.08% 0.12%
30-Day SEC Yield 2.21% 2.17%

 

Portfolio Characteristics      
      DJ U.S.
      Total
    CRSP US Market
    Mega Cap FA
  Fund Index Index
Number of Stocks 286 286 3,593
Median Market Cap $71.1B $71.1B $38.3B
Price/Earnings Ratio 16.0x 16.1x 17.4x
Price/Book Ratio 2.3x 2.3x 2.2x
Return on Equity 18.8% 18.8% 16.7%
Earnings Growth Rate 9.7% 9.6% 9.3%
Dividend Yield 2.3% 2.3% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 13%
Short-Term Reserves 0.0%

 

Sector Diversification (% of equity exposure)
      DJ U.S.
      Total
    CRSP US Market
    Mega Cap FA
  Fund Index Index
Consumer Discretionary 10.1% 10.1% 12.2%
Consumer Staples 11.4 11.4 9.5
Energy 11.8 11.8 10.3
Financials 16.2 16.2 17.2
Health Care 12.4 12.4 12.0
Industrials 10.1 10.1 11.2
Information Technology 18.9 18.9 17.6
Materials 3.0 3.0 3.9
Telecommunication      
Services 3.2 3.2 2.6
Utilities 2.9 2.9 3.5

 

Volatility Measures    
    DJ U.S.
    Total
  Spliced Market
  Mega Cap FA
  Index Index
R-Squared 1.00 0.99
Beta 1.00 0.95

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Ten Largest Holdings (% of total net assets)
Apple Inc. Computer Hardware 3.5%
Exxon Mobil Corp. Integrated Oil & Gas 3.4
General Electric Co. Industrial  
  Conglomerates 2.0
Chevron Corp. Integrated Oil & Gas 1.9
International Business IT Consulting &  
Machines Corp. Other Services 1.9
Google Inc. Class A Internet Software &  
  Services 1.8
Johnson & Johnson Pharmaceuticals 1.8
Microsoft Corp. Systems Software 1.8
Procter & Gamble Co. Household Products 1.7
AT&T Inc. Integrated  
  Telecommunication  
  Services 1.7
Top Ten   21.5%

The holdings listed exclude any temporary cash investments and equity index products.

Investment Focus


1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.08% for Institutional Shares and 0.12% for ETF Shares.

9


 

Mega Cap Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): December 17, 2007, Through February 28, 2013


Mega Cap Index Fund ETF Shares Net Asset Value
Spliced Mega Cap Index

For a benchmark description, see the Glossary.
Note: For 2013, performance data reflect the six months ended February 28, 2013.

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Since
  Date Year Years Inception
Institutional Shares 2/22/2008 16.13% 3.37%
ETF Shares 12/17/2007      
Market Price   16.06 1.61 1.93
Net Asset Value   16.11 1.63 1.93

 

See Financial Highlights for dividend and capital gains information.

10


 

Mega Cap Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the funds semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the funds Forms N-Q on the SECs website at sec.gov. Forms N-Q may also be reviewed and copied at the SECs Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (100.0%)1    
Consumer Discretionary (10.1%)  
  Home Depot Inc. 100,249 6,867
  McDonalds Corp. 67,364 6,460
* Amazon.com Inc. 24,283 6,417
  Walt Disney Co. 106,932 5,837
  Comcast Corp. Class A 138,684 5,518
  News Corp. Class A 117,901 3,396
  Time Warner Inc. 63,502 3,376
  Ford Motor Co. 250,761 3,162
  Lowes Cos. Inc. 75,407 2,877
  Target Corp. 43,713 2,752
  NIKE Inc. Class B 48,431 2,638
  Starbucks Corp. 47,405 2,599
* priceline.com Inc. 3,344 2,299
  TJX Cos. Inc. 48,955 2,201
  Yum! Brands Inc. 30,301 1,984
* DIRECTV 38,438 1,852
  ViacomInc. Class B 30,874 1,805
  Time Warner Cable Inc. 20,222 1,747
  CBSCorp. Class B 39,631 1,720
  Comcast Corp. 38,754 1,485
  Johnson Controls Inc. 45,721 1,439
* General Motors Co. 47,129 1,280
  Las Vegas Sands Corp. 24,793 1,277
  OmnicomGroup Inc. 17,675 1,017
  VF Corp. 5,932 957
  Carnival Corp. 25,849 925
  Coach Inc. 18,969 917
* AutoZone Inc. 2,321 882
* Bed Bath & Beyond Inc. 14,571 827
  Starwood Hotels & Resorts    
  Worldwide Inc. 13,181 795
  Gap Inc. 22,577 743
* Liberty Media Corp. 6,704 724
* Liberty Interactive Corp.    
  Class A 34,571 722
  Kohls Corp. 13,911 641

 

      Market
      Value
    Shares ($000)
  Wynn Resorts Ltd. 5,453 637
  News Corp. Class B 15,124 442
* Dollar General Corp. 8,800 408
  CBSCorp. Class A 565 24
* ViacomInc. Class A 16 1
      81,650
Consumer Staples (11.4%)    
  Procter & Gamble Co. 183,281 13,962
  Coca-Cola Co. 300,558 11,638
  Philip Morris    
  International Inc. 111,964 10,273
  Wal-Mart Stores Inc. 112,087 7,933
  PepsiCo Inc. 103,673 7,855
  Altria Group Inc. 135,701 4,553
  CVS Caremark Corp. 83,579 4,273
  Colgate-Palmolive Co. 31,728 3,631
  Mondelez International Inc.    
  Class A 119,082 3,293
  Costco Wholesale Corp. 29,004 2,938
  Kimberly-ClarkCorp. 26,196 2,470
  Walgreen Co. 56,955 2,332
  General Mills Inc. 43,332 2,004
  Kraft Foods Group Inc. 39,630 1,921
  HJ Heinz Co. 21,517 1,558
  Archer-Daniels-Midland Co. 44,100 1,405
  Sysco Corp. 39,286 1,263
  Kellogg Co. 19,207 1,162
  Mead Johnson Nutrition Co. 13,651 1,023
  Estee Lauder Cos. Inc.    
  Class A 15,873 1,017
  Whole Foods Market Inc. 11,833 1,013
  Lorillard Inc. 25,998 1,002
  Reynolds American Inc. 22,415 979
  Kroger Co. 32,672 954
  Campbell Soup Co. 13,707 564
  Brown-Forman Corp. Class B 6,583 432
      91,448

 

11


 

Mega Cap Index Fund    
 
 
 
      Market
      Value
    Shares ($000)
Energy (11.8%)    
  Exxon Mobil Corp. 305,677 27,373
  Chevron Corp. 131,207 15,371
  Schlumberger Ltd. 89,004 6,929
  ConocoPhillips 81,423 4,718
  Occidental Petroleum Corp. 54,360 4,475
  Anadarko Petroleum Corp. 33,519 2,667
  Phillips 66 41,914 2,639
  Halliburton Co. 62,244 2,584
  EOG Resources Inc. 18,203 2,288
  Apache Corp. 26,268 1,951
  National Oilwell Varco Inc. 28,623 1,950
  Marathon Petroleum Corp. 22,775 1,888
  Valero Energy Corp. 37,048 1,689
  Marathon Oil Corp. 47,403 1,588
  Williams Cos. Inc. 45,091 1,565
  Hess Corp. 21,723 1,445
  Devon Energy Corp. 25,722 1,396
  Baker Hughes Inc. 29,454 1,320
  Noble Energy Inc. 11,894 1,318
  Spectra Energy Corp. 43,729 1,270
  Pioneer Natural    
  Resources Co. 8,935 1,124
  KinderMorgan Inc. 29,638 1,099
* Cameron International Corp. 16,478 1,050
  Ensco plc Class A 15,546 935
* FMC Technologies Inc. 15,904 826
  Chesapeake Energy Corp. 39,975 806
* Southwestern Energy Co. 23,464 804
  Murphy Oil Corp. 12,425 756
  Noble Corp. 17,023 610
* Weatherford    
  International Ltd. 25,494 303
* Continental Resources Inc. 2,486 219
      94,956
Financials (16.2%)    
  JPMorgan Chase & Co. 254,739 12,462
  Wells Fargo & Co. 352,948 12,381
* Berkshire Hathaway Inc.    
  Class B 120,274 12,287
  CitigroupInc. 203,091 8,524
  Bank of America Corp. 722,267 8,111
  American Express Co. 75,035 4,663
  Goldman Sachs Group Inc. 29,908 4,479
  US Bancorp 126,072 4,284
* American International    
  Group Inc. 98,936 3,761
  SimonProperty Group Inc. 20,776 3,300
  Morgan Stanley 119,143 2,687
  PNC Financial Services    
  Group Inc. 35,419 2,210
  Bank of New York    
  Mellon Corp. 78,369 2,127
  MetLife Inc. 58,391 2,069
  American Tower Corporation 26,522 2,058

 

      Market
      Value
    Shares ($000)
  Travelers Cos. Inc. 25,586 2,058
  BlackRock Inc. 8,529 2,045
  Capital One Financial Corp. 38,928 1,986
  ACE Ltd. 22,730 1,941
  State Street Corp. 31,172 1,764
  Prudential Financial Inc. 30,922 1,718
  Aflac Inc. 31,404 1,569
  Allstate Corp. 32,263 1,485
  HCP Inc. 30,312 1,482
  Chubb Corp. 17,522 1,472
  BB&T Corp. 46,797 1,421
  Ventas Inc. 19,820 1,403
  Public Storage 9,228 1,395
  Marsh & McLennan    
  Cos. Inc. 36,462 1,354
  Franklin Resources Inc. 9,318 1,316
  Aon plc 21,345 1,304
  DiscoverFinancial Services 33,776 1,301
  CME Group Inc. 21,243 1,271
  Charles Schwab Corp. 72,495 1,177
  T. Rowe Price Group Inc. 16,242 1,156
  EquityResidential 20,483 1,127
  Weyerhaeuser Co. 36,265 1,067
  Boston Properties Inc. 10,153 1,055
  Annaly Capital    
  Management Inc. 65,244 1,011
  SunTrust Banks Inc. 36,100 996
  FifthThird Bancorp 60,242 954
  Ameriprise Financial Inc. 13,836 950
  Loews Corp. 21,073 908
  Vornado Realty Trust 11,306 907
  Progressive Corp. 36,414 887
  McGraw-Hill Cos. Inc. 18,566 864
  Northern Trust Corp. 15,289 813
  Host Hotels & Resorts Inc. 48,460 808
  Invesco Ltd. 29,828 799
  General Growth    
  Properties Inc. 34,669 664
  TD Ameritrade Holding Corp. 14,677 279
* Berkshire Hathaway Inc.    
  Class A 1 153
      130,263
Health Care (12.4%)    
  Johnson & Johnson 185,722 14,135
  Pfizer Inc. 493,418 13,505
  Merck & Co. Inc. 203,756 8,707
  Amgen Inc. 51,439 4,702
* GileadSciences Inc. 101,596 4,339
  Bristol-Myers Squibb Co. 110,690 4,092
  AbbVie Inc. 105,952 3,912
  Eli Lilly & Co. 70,022 3,827
  UnitedHealth Group Inc. 68,544 3,664
  Abbott Laboratories 105,952 3,580
* Express Scripts Holding Co. 54,651 3,110
  Medtronic Inc. 67,855 3,051

 

12


 

Mega Cap Index Fund    
 
 
 
      Market
      Value
    Shares ($000)
* Celgene Corp. 28,327 2,923
* Biogen Idec Inc. 15,907 2,646
  Baxter International Inc. 36,767 2,486
  Allergan Inc. 20,606 2,234
  Covidien plc 31,749 2,018
  Thermo Fisher Scientific Inc. 24,111 1,779
  McKesson Corp. 15,823 1,679
* Intuitive Surgical Inc. 2,667 1,360
  WellPoint Inc. 20,291 1,262
  Stryker Corp. 19,068 1,218
  Becton Dickinson and Co. 13,176 1,160
* Alexion Pharmaceuticals Inc. 13,073 1,134
  CignaCorp. 19,170 1,121
  Aetna Inc. 22,385 1,056
  Cardinal Health Inc. 22,736 1,051
  Agilent Technologies Inc. 23,366 969
  ZimmerHoldings Inc. 11,692 876
  St. Jude Medical Inc. 20,679 848
  Humana Inc. 10,602 724
  HCA Holdings Inc. 17,857 662
      99,830
Industrials (10.1%)    
  General Electric Co. 703,011 16,324
  United Technologies Corp. 61,447 5,564
  3M Co. 46,393 4,825
  Union Pacific Corp. 31,582 4,330
  Caterpillar Inc. 43,817 4,047
  United Parcel Service Inc.    
  Class B 48,502 4,009
  Boeing Co. 50,596 3,891
  Honeywell International Inc. 52,565 3,685
  EmersonElectric Co. 48,595 2,755
  Danaher Corp. 39,467 2,431
  Deere & Co. 26,275 2,308
  FedEx Corp. 20,016 2,110
  Eaton Corp. plc 30,981 1,920
  Lockheed Martin Corp. 21,653 1,905
  Precision Castparts Corp. 9,815 1,831
  Illinois Tool Works Inc. 29,467 1,812
  CSX Corp. 69,222 1,588
  Norfolk Southern Corp. 21,157 1,546
  General Dynamics Corp. 22,471 1,527
  Cummins Inc. 12,707 1,472
  Raytheon Co. 22,069 1,204
  PACCAR Inc. 23,632 1,121
  Waste Management Inc. 29,527 1,102
  Northrop Grumman Corp. 16,466 1,082
  Ingersoll-Rand plc 20,127 1,060
  Tyco International Ltd. 31,136 997
  Parker Hannifin Corp. 10,017 946
  Stanley Black & Decker Inc. 11,298 889
  Dover Corp. 12,059 885
  Rockwell Automation Inc. 9,382 848

 

      Market
      Value
    Shares ($000)
  CHRobinson Worldwide Inc. 10,843 618
  Republic Services Inc.    
  Class A 18,422 579
  Fluor Corp. 5,396 334
      81,545
Information Technology (18.9%)  
  Apple Inc. 63,053 27,832
  International Business    
  Machines Corp. 75,748 15,212
* Google Inc. Class A 17,764 14,233
  MicrosoftCorp. 507,866 14,119
  Oracle Corp. 242,221 8,298
  QUALCOMMInc. 114,222 7,496
  CiscoSystems Inc. 355,806 7,419
  Intel Corp. 316,827 6,606
  VisaInc. Class A 35,942 5,702
* eBayInc. 78,121 4,272
  Mastercard Inc. Class A 7,201 3,729
* EMC Corp. 141,188 3,249
  Accenture plc Class A 42,879 3,188
  Hewlett-Packard Co. 131,834 2,655
  Texas Instruments Inc. 75,170 2,584
  Automatic Data    
  Processing Inc. 32,544 1,997
* Facebook Inc. Class A 66,204 1,804
* Cognizant Technology    
  Solutions Corp. Class A 20,131 1,545
* Salesforce.com Inc. 8,553 1,447
* Yahoo! Inc. 67,203 1,432
  Dell Inc. 98,722 1,377
  Corning Inc. 98,788 1,246
* Adobe Systems Inc. 31,472 1,237
  Intuit Inc. 18,878 1,217
  Broadcom Corp. Class A 34,284 1,169
  TE Connectivity Ltd. 28,301 1,136
  Motorola Solutions Inc. 17,807 1,108
  Applied Materials Inc. 80,288 1,100
* Symantec Corp. 46,398 1,088
  Analog Devices Inc. 20,157 911
* CitrixSystems Inc. 12,502 886
* NetApp Inc. 23,978 811
  Altera Corp. 21,490 761
  Paychex Inc. 22,017 729
* Juniper Networks Inc. 32,744 677
  CAInc. 21,545 528
  Activision Blizzard Inc. 29,824 426
  Xerox Corp. 40,533 329
  Western Union Co. 20,052 281
      151,836
Materials (3.0%)    
  Monsanto Co. 35,807 3,618
  EI du Pont de Nemours    
  & Co. 62,526 2,995
  Dow Chemical Co. 80,469 2,553

 

13


 

Mega Cap Index Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Praxair Inc. 19,902 2,250
  Freeport-McMoRan    
  Copper & Gold Inc. 63,523 2,028
  LyondellBasell Industries    
  NV Class A 26,960 1,580
  Ecolab Inc. 17,691 1,354
  Newmont Mining Corp. 32,883 1,325
  International Paper Co. 29,360 1,292
  PPG Industries Inc. 9,555 1,287
  Air Products &    
  Chemicals Inc. 14,268 1,232
  Mosaic Co. 18,848 1,103
  Nucor Corp. 21,241 957
  Alcoa Inc. 71,533 609
      24,183
Telecommunication Services (3.2%)  
  AT&T Inc. 380,790 13,674
  Verizon    
  Communications Inc. 191,264 8,900
  CenturyLink Inc. 41,798 1,449
* Crown Castle    
  International Corp. 19,674 1,373
* Sprint Nextel Corp. 100,663 584
      25,980
Utilities (2.9%)    
  Duke Energy Corp. 47,197 3,268
  Southern Co. 58,650 2,640
  Dominion Resources Inc. 38,440 2,153
  NextEra Energy Inc. 28,372 2,039
  Exelon Corp. 57,292 1,776
  American Electric    
  Power Co. Inc. 32,469 1,519
  PG&E Corp. 28,827 1,229
  PPL Corp. 38,912 1,199
  Sempra Energy 15,353 1,194
  Consolidated Edison Inc. 19,665 1,160
  FirstEnergyCorp. 27,988 1,105
  Public Service Enterprise    
  Group Inc. 33,813 1,102
  Edison International 21,861 1,050
  Xcel Energy Inc. 32,635 937
  Entergy Corp. 11,950 744
      23,115
Total Common Stocks    
(Cost $671,179)   804,806

 

Face Market
Amount Value
($000) ($000)
Temporary Cash Investment (0.0%) 1  
U.S. Government and Agency Obligations (0.0%)
2,3 Fannie Mae  
Discount Notes,  
0.100%, 4/3/13 (Cost $100) 100 100
Total Investments (100.0%)  
(Cost $671,279) 804,906
Other Assets and Liabilities (0.0%)  
Other Assets 2,153
Liabilities (2,016)
  137
Net Assets (100%) 805,043

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 688,379
Undistributed Net Investment Income 2,586
Accumulated Net Realized Losses (19,558)
Unrealized Appreciation (Depreciation)  
Investment Securities 133,627
Futures Contracts 9
Net Assets 805,043
 
 
Institutional Shares—Net Assets  
Applicable to 2,845,904 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 291,196
Net Asset Value Per Share—  
Institutional Shares $102.32
 
 
ETF Shares—Net Assets  
Applicable to 9,900,000 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 513,847
Net Asset Value Per Share—  
ETF Shares $51.90

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund’s effective common stock and temporary cash investment positions represent 100.0% and 0.0%, respectively, of net assets.
2 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal Housing Finance Agency and it receives capital from the U.S. Treasury, as needed to maintain a positive net worth, in exchange for senior preferred stock.
3 Securities with a value of $100,000 have been segregated as initial margin for open futures contracts.
See accompanying Notes, which are an integral part of the Financial Statements.

14


 

Mega Cap Index Fund  
 
 
Statement of Operations  
 
  SixMonths Ended
  February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 9,360
Interest1 1
Security Lending 7
Total Income 9,368
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 57
Management and Administrative—Institutional Shares 51
Management and Administrative—ETF Shares 167
Marketing and Distribution—Institutional Shares 25
Marketing and Distribution—ETF Shares 54
Custodian Fees 20
Shareholders’ Reports—Institutional Shares
Shareholders’ Reports—ETF Shares 7
Total Expenses 381
Net Investment Income 8,987
Realized Net Gain (Loss) on Investment Securities Sold 6,237
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 43,599
Futures Contracts 9
Change in Unrealized Appreciation (Depreciation) 43,608
Net Increase (Decrease) in Net Assets Resulting from Operations 58,832
1 Interest income from an affiliated company of the fund was $1,000.  

 

See accompanying Notes, which are an integral part of the Financial Statements.

15


 

Mega Cap Index Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 8,987 13,135
Realized Net Gain (Loss) 6,237 2,779
Change in Unrealized Appreciation (Depreciation) 43,608 78,756
Net Increase (Decrease) in Net Assets Resulting from Operations 58,832 94,670
Distributions    
Net Investment Income    
Institutional Shares (3,505) (4,271)
ETFShares (6,163) (7,334)
Realized Capital Gain    
Institutional Shares
ETFShares
Total Distributions (9,668) (11,605)
Capital Share Transactions    
Institutional Shares 24,124 69,286
ETFShares 40,690 73,460
Net Increase (Decrease) from Capital Share Transactions 64,814 142,746
Total Increase (Decrease) 113,978 225,811
Net Assets    
Beginning of Period 691,065 465,254
End of Period1 805,043 691,065
1 Net Assets—End of Period includes undistributed net investment income of $2,586,000 and $3,267,000.  

 

See accompanying Notes, which are an integral part of the Financial Statements.

16


 

Mega Cap Index Fund            
 
 
Financial Highlights            
 
 
Institutional Shares            
  Six Months         Feb. 22,
  Ended         20081 to
        Year Ended August 31,  
For a Share Outstanding February 28,         Aug. 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $95.66 $82.40 $71.03 $69.95 $87.14 $91.07
Investment Operations            
Net Investment Income 1.214 2.000 1.676 1.657 1.6812 .685
Net Realized and Unrealized Gain (Loss)            
on Investments 6.783 13.113 11.379 1.033 (17.409) (4.028)
Total from Investment Operations 7.997 15.113 13.055 2.690 (15.728) (3.343)
Distributions            
Dividends from Net Investment Income (1.337) (1.853) (1.685) (1.610) (1.462) (.587)
Distributions from Realized Capital Gains
Total Distributions (1.337) (1.853) (1.685) (1.610) (1.462) (.587)
Net Asset Value, End of Period $102.32 $95.66 $82.40 $71.03 $69.95 $87.14
 
Total Return 8.43% 18.63% 18.38% 3.74% -17.84% -3.69%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $291 $250 $152 $92 $102 $53
Ratio of Total Expenses to            
Average Net Assets 0.08% 0.08% 0.10% 0.11% 0.11% 0.08%3
Ratio of Net Investment Income to            
Average Net Assets 2.53% 2.28% 2.01% 2.24% 2.59% 2.14%3
Portfolio Turnover Rate4 13% 19% 8% 7% 10% 30%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares,
including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

17


 

Mega Cap Index Fund            
 
 
Financial Highlights            
 
 
ETF Shares            
  Six Months         Dec. 17,
  Ended         20071 to
        Year Ended August 31,  
For a Share Outstanding February 28,         Aug. 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $48.52 $41.80 $36.03 $35.49 $44.21 $49.24
Investment Operations            
Net Investment Income .606 1.000 .842 .834 .8222 .441
Net Realized and Unrealized Gain (Loss)            
on Investments 3.443 6.648 5.774 .517 (8.808) (5.179)
Total from Investment Operations 4.049 7.648 6.616 1.351 (7.986) (4.738)
Distributions            
Dividends from Net Investment Income (.669) (.928) (.846) (.811) (.734) (.292)
Distributions from Realized Capital Gains
Total Distributions (.669) (.928) (.846) (.811) (.734) (.292)
Net Asset Value, End of Period $51.90 $48.52 $41.80 $36.03 $35.49 $44.21
 
Total Return 8.41% 18.58% 18.35% 3.71% -17.85% -9.64%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $514 $442 $313 $227 $199 $88
Ratio of Total Expenses to            
Average Net Assets 0.12% 0.12% 0.12% 0.13% 0.13% 0.13%3
Ratio of Net Investment Income to            
Average Net Assets 2.49% 2.24% 1.99% 2.22% 2.57% 2.09%3
Portfolio Turnover Rate4 13% 19% 8% 7% 10% 30%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares,
including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

18


 

Mega Cap Index Fund

Notes to Financial Statements

Vanguard Mega Cap Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Institutional Shares and ETF Shares. Institutional Shares are designed for investors who meet certain admini-strative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the funds pricing time but after the close of the securitiesprimary markets, are valued by methods deemed by the board of trustees to represent fair value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objectives of maintaining full exposure to the stock market, enhancing returns, maintaining liquidity, and minimizing transaction costs. The fund may purchase futures contracts to immediately invest incoming cash in the market, or sell futures in response to cash outflows, thereby simulating a fully invested position in the underlying index while maintaining a cash balance for liquidity. The fund may seek to enhance returns by using futures contracts instead of the underlying securities when futures are believed to be priced more attractively than the underlying securities. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.

Futures contracts are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of Net Assets as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized futures gains (losses).

During the six months ended February 28, 2013, the funds average investment in futures contracts represented less than 1% of net assets, based on quarterly average aggregate settlement value.

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the funds tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the funds financial statements.

4. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

5. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market

19


 

Mega Cap Index Fund

Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

6. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $98,000 to Vanguard (included in Other Assets), representing 0.01% of the funds net assets and 0.04% of Vanguards capitalization. The funds trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the funds investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the funds own assumptions used to determine the fair value of investments).

The following table summarizes the market value of the funds investments as of February 28, 2013, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 804,806
Temporary Cash Investments 100
Futures Contracts–Liabilities1
Total 804,806 100
1 Represents variation margin on the last day of the reporting period.

 

20


 

Mega Cap Index Fund

D. At February 28, 2013, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
E-mini S&P 500 Index March 2013 3 227 9

 

Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.

E. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $5,441,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The funds tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital losses totaling $20,325,000 to offset future net capital gains of $564,000 through August 31, 2017, $13,558,000 through August 31, 2018, and $6,203,000 through August 31, 2019. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $671,279,000. Net unrealized appreciation of investment securities for tax purposes was $133,627,000, consisting of unrealized gains of $148,779,000 on securities that had risen in value since their purchase and $15,152,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended February 28, 2013, the fund purchased $125,965,000 of investment securities and sold $63,204,000 of investment securities, other than temporary cash investments.

Purchases and sales include $55,254,000 and $14,544,000, respectively, in connection with in-kind purchases and redemptions of the funds capital shares.

21


 

Mega Cap Index Fund

G. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Institutional Shares        
Issued 20,801 204 153,417 1,640
Issued in Lieu of Cash Distributions 3,323 34 4,029 47
Redeemed (88,160) (921)
Net Increase (Decrease)—Institutional Shares 24,124 238 69,286 766
ETF Shares        
Issued 55,264 1,100 78,168 1,700
Issued in Lieu of Cash Distributions
Redeemed (14,574) (300) (4,708) (100)
Net Increase (Decrease)—ETF Shares 40,690 800 73,460 1,600

 

H. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

On October 2, 2012, Vanguard announced a change in the funds benchmark index from MSCI US Large Cap 300 Index to CRSP US Mega Cap Index. The benchmark change was effective on January 31, 2013. The funds investment objective has not changed. To coincide with its new target index, Vanguard Mega Cap 300 Index Fund has changed its name to Vanguard Mega Cap Index Fund.

22


 

Mega Cap 300 Growth Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
 
  Institutional ETF
  Shares Shares
Ticker Symbol VMGAX MGK
Expense Ratio1 0.09% 0.12%
30-Day SEC Yield 1.59% 1.57%

 

Portfolio Characteristics      
      DJ U.S.
    MSCI US Total
    Large Cap Market
    Growth FA
  Fund Index Index
Number of Stocks 176 176 3,593
Median Market Cap $65.4B $65.4B $38.3B
Price/Earnings Ratio 18.1x 18.1x 17.4x
Price/Book Ratio 3.9x 3.9x 2.2x
Return on Equity 22.5% 22.5% 16.7%
Earnings Growth Rate 17.2% 17.2% 9.3%
Dividend Yield 1.7% 1.7% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 22%
Short-Term Reserves -0.2%

 

Sector Diversification (% of equity exposure)
      DJ U.S.
    MSCI US Total
    Large Cap Market
    Growth FA
  Fund Index Index
Consumer Discretionary 19.4% 19.5% 12.2%
Consumer Staples 14.4 14.6 9.5
Energy 5.3 5.3 10.3
Financials 6.0 6.0 17.2
Health Care 10.4 10.4 12.0
Industrials 11.7 11.7 11.2
Information Technology 29.7 29.4 17.6
Materials 2.6 2.6 3.9
Telecommunication      
Services 0.5 0.5 2.6
Utilities 0.0 0.0 3.5

 

Volatility Measures    
  MSCI US DJ U.S.
  Large Total
  Cap Market
  Growth FA
  Index Index
R-Squared 1.00 0.96
Beta 1.00 0.98

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Ten Largest Holdings (% of total net assets)
Apple Inc. Computer Hardware 6.9%
International Business IT Consulting &  
Machines Corp. Other Services 3.6
Google Inc. Class A Internet Software &  
  Services 3.5
Coca-Cola Co. Soft Drinks 2.6
Philip Morris    
International Inc. Tobacco 2.6
Oracle Corp. Systems Software 2.2
Wal-Mart Stores Inc. Hypermarkets &  
  Super Centers 2.0
QUALCOMM Inc. Communications  
  Equipment 1.9
Comcast Corp. Cable & Satellite 1.8
Schlumberger Ltd. Oil & Gas Equipment  
  & Services 1.7
Top Ten   28.8%

The holdings listed exclude any temporary cash investments and equity index products.

Investment Focus


1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.10% for Institutional Shares and 0.12% for ETF Shares.

23


 

Mega Cap 300 Growth Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): December 17, 2007, Through February 28, 2013


Mega Cap 300 Growth Index Fund ETF Shares Net Asset Value
MSCI US Large Cap Growth Index

Note: For 2013, performance data reflect the six months ended February 28, 2013.

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Since
  Date Year Years Inception
Institutional Shares 4/3/2008 17.25% 5.29%
ETF Shares 12/17/2007      
Market Price   17.25 3.53 3.90
Net Asset Value   17.23 3.52 3.89

 

See Financial Highlights for dividend and capital gains information.

24


 

Mega Cap 300 Growth Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the funds semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the funds Forms N-Q on the SECs website at sec.gov. Forms N-Q may also be reviewed and copied at the SECs Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (99.7%)1    
Consumer Discretionary (19.3%)  
  Home Depot Inc. 229,445 15,717
  McDonalds Corp. 154,112 14,779
  Comcast Corp. Class A 370,485 14,742
* Amazon.com Inc. 55,632 14,702
  Walt Disney Co. 258,367 14,104
  Lowes Cos. Inc. 173,831 6,632
  News Corp. Class A 223,273 6,430
  Starbucks Corp. 114,063 6,253
  NIKE Inc. Class B 110,724 6,030
  Target Corp. 94,833 5,971
* priceline.com Inc. 7,655 5,263
  TJX Cos. Inc. 111,890 5,032
  Yum! Brands Inc. 69,339 4,540
* DIRECTV 88,084 4,243
  ViacomInc. Class B 69,164 4,043
  Time Warner Cable Inc. 46,274 3,998
  CBSCorp. Class B 91,174 3,956
  Las Vegas Sands Corp. 63,121 3,250
  Macys Inc. 60,632 2,492
  Ford Motor Co. 191,180 2,411
  News Corp. Class B 81,400 2,382
  OmnicomGroup Inc. 40,513 2,331
  VF Corp. 13,564 2,187
  Coach Inc. 43,532 2,104
* Bed Bath & Beyond Inc. 35,108 1,992
  Ross Stores Inc. 34,351 1,991
* AutoZone Inc. 5,032 1,913
* Dollar General Corp. 40,314 1,868
  Limited Brands Inc. 37,458 1,705
* DiscoveryCommunications    
  Inc. Class A 22,276 1,633
  Ralph Lauren Corp. Class A 9,360 1,624
  Gap Inc. 47,943 1,578
  Marriott International Inc.    
  Class A 38,680 1,526
  Wynn Resorts Ltd. 12,429 1,453

 

      Market
      Value
    Shares ($000)
* Liberty Global Inc. Class A 21,086 1,453
  Comcast Corp. 35,944 1,377
* Liberty Media Corp. 10,537 1,138
  DISH Network Corp.    
  Class A 32,639 1,136
* Liberty Global Inc. 16,613 1,061
* Discovery    
  Communications Inc. 13,360 862
      177,902
Consumer Staples (14.4%)    
  Coca-Cola Co. 619,550 23,989
  Philip Morris    
  International Inc. 256,421 23,527
  Wal-Mart Stores Inc. 258,844 18,321
  Altria Group Inc. 311,251 10,442
  CVS Caremark Corp. 191,289 9,779
  Colgate-Palmolive Co. 72,451 8,290
  Costco Wholesale Corp. 66,426 6,728
  PepsiCo Inc. 83,041 6,292
  Kraft Foods Group Inc. 86,467 4,191
  Estee Lauder Cos. Inc.    
  Class A 36,500 2,340
  Mead Johnson Nutrition Co. 31,093 2,329
  Whole Foods Market Inc. 27,104 2,321
  General Mills Inc. 49,489 2,289
  Kroger Co. 74,899 2,188
  Hershey Co. 23,700 1,975
  Kimberly-ClarkCorp. 20,934 1,974
  Walgreen Co. 48,073 1,968
  Brown-Forman Corp.    
  Class B 18,643 1,223
  Lorillard Inc. 30,096 1,160
  Kellogg Co. 13,379 809
      132,135
Energy (5.3%)    
  Schlumberger Ltd. 203,888 15,873
  Halliburton Co. 142,544 5,917
  EOG Resources Inc. 41,604 5,230

 

25


 

Mega Cap 300 Growth Index Fund  
 
 
 
      Market
      Value
    Shares ($000)
  National Oilwell Varco Inc. 65,576 4,468
  KinderMorgan Inc. 102,010 3,782
  Williams Cos. Inc. 103,499 3,592
  Noble Energy Inc. 27,375 3,034
* Cameron International Corp. 37,743 2,405
* Southwestern Energy Co. 53,606 1,837
  Ensco plc Class A 23,013 1,384
* Continental Resources Inc. 7,158 630
* Weatherford    
  International Ltd. 41,117 488
      48,640
Financials (6.0%)    
  American Express Co. 154,567 9,606
* Berkshire Hathaway Inc.    
  Class B 53,233 5,438
  SimonProperty Group Inc. 30,938 4,915
  American Tower Corporation 60,841 4,721
  Franklin Resources Inc. 22,923 3,238
  Marsh & McLennan    
  Cos. Inc. 83,619 3,106
  DiscoverFinancial Services 77,409 2,983
  Aon plc 46,416 2,836
  T. Rowe Price Group Inc. 39,254 2,794
  Public Storage 14,554 2,201
  Morgan Stanley 79,658 1,796
  McGraw-Hill Cos. Inc. 38,318 1,784
  Northern Trust Corp. 33,219 1,766
  Weyerhaeuser Co. 53,712 1,580
  General Growth    
  Properties Inc. 64,547 1,235
  AvalonBay Communities Inc. 8,693 1,085
  EquityResidential 17,383 957
  Charles Schwab Corp. 58,171 945
  Boston Properties Inc. 8,142 846
  Vornado Realty Trust 8,995 721
  TD Ameritrade Holding Corp. 33,362 634
      55,187
Health Care (10.4%)    
  Amgen Inc. 117,777 10,766
* GileadSciences Inc. 232,653 9,937
  UnitedHealth Group Inc. 156,796 8,381
* Express Scripts Holding Co. 125,404 7,137
* Celgene Corp. 64,868 6,693
* Biogen Idec Inc. 34,559 5,749
  Baxter International Inc. 84,335 5,701
  Allergan Inc. 47,170 5,114
  Covidien plc 72,620 4,616
  Thermo Fisher Scientific Inc. 55,225 4,076
  McKesson Corp. 36,274 3,850
* Intuitive Surgical Inc. 6,100 3,110
  Stryker Corp. 46,721 2,984
  Becton Dickinson and Co. 30,222 2,661
* Alexion Pharmaceuticals Inc. 29,874 2,591
  CignaCorp. 44,010 2,573

 

      Market
      Value
    Shares ($000)
  Agilent Technologies Inc. 53,305 2,211
  ZimmerHoldings Inc. 26,779 2,007
* Regeneron    
  Pharmaceuticals Inc. 11,647 1,945
  St. Jude Medical Inc. 47,287 1,939
  HCA Holdings Inc. 40,654 1,508
      95,549
Industrials (11.7%)    
  United Technologies Corp. 133,696 12,106
  3M Co. 100,918 10,495
  Union Pacific Corp. 72,326 9,917
  United Parcel Service Inc.    
  Class B 110,997 9,174
  Boeing Co. 109,969 8,457
  EmersonElectric Co. 111,197 6,305
  Caterpillar Inc. 65,315 6,033
  Danaher Corp. 90,310 5,563
  Deere & Co. 57,018 5,008
  FedEx Corp. 45,896 4,839
  Precision Castparts Corp. 22,385 4,177
  PACCAR Inc. 51,517 2,443
  Ingersoll-Rand plc 46,188 2,432
  CSX Corp. 102,859 2,360
  Tyco International Ltd. 71,521 2,289
  Fastenal Co. 43,215 2,231
  Cummins Inc. 18,099 2,097
  WW Grainger Inc. 9,099 2,061
  Rockwell Automation Inc. 21,321 1,926
  Lockheed Martin Corp. 21,123 1,859
  Fluor Corp. 25,591 1,584
  CHRobinson Worldwide Inc. 24,704 1,409
  Expeditors International of    
  Washington Inc. 32,333 1,256
  Norfolk Southern Corp. 17,144 1,252
      107,273
Information Technology (29.5%)  
  Apple Inc. 144,447 63,759
  International Business    
  Machines Corp. 164,773 33,091
* Google Inc. Class A 40,673 32,587
  Oracle Corp. 591,704 20,272
  QUALCOMMInc. 261,610 17,170
  VisaInc. Class A 82,262 13,050
  MicrosoftCorp. 406,988 11,314
* eBayInc. 178,850 9,780
  Mastercard Inc. Class A 16,490 8,539
* EMC Corp. 323,397 7,441
  Accenture plc Class A 98,025 7,289
* Facebook Inc. Class A 191,527 5,219
* Yahoo! Inc. 172,784 3,682
* Cognizant Technology    
  Solutions Corp. Class A 46,115 3,540
* Salesforce.com Inc. 20,712 3,505
* Adobe Systems Inc. 76,072 2,990

 

26


 

Mega Cap 300 Growth Index Fund  
 
 
 
      Market
      Value
    Shares ($000)
  Automatic Data    
  Processing Inc. 48,486 2,975
  Texas Instruments Inc. 85,930 2,953
  Intuit Inc. 43,262 2,790
  Broadcom Corp. Class A 78,682 2,684
* Symantec Corp. 106,458 2,495
  Motorola Solutions Inc. 38,698 2,407
  Analog Devices Inc. 46,345 2,096
* CitrixSystems Inc. 28,811 2,043
* NetApp Inc. 54,993 1,860
  Altera Corp. 49,066 1,738
* Juniper Networks Inc. 79,134 1,637
  Western Union Co. 92,461 1,297
* VMware Inc. Class A 12,866 924
  Paychex Inc. 17,555 581
      271,708
Materials (2.6%)    
  Monsanto Co. 82,087 8,293
  Praxair Inc. 45,585 5,153
  Ecolab Inc. 45,044 3,448
  PPG Industries Inc. 21,875 2,946
  Sherwin-Williams Co. 13,500 2,182
  Newmont Mining Corp. 49,665 2,001
      24,023
Telecommunication Services (0.5%)  
* Crown Castle    
  International Corp. 45,024 3,143
* Sprint Nextel Corp. 230,441 1,336
      4,479
Total Common Stocks    
(Cost $757,969)   916,896
Temporary Cash Investments (0.1%)1  
Money Market Fund (0.1%)    
2 Vanguard Market    
  Liquidity Fund, 0.143% 740,341 740

 

  Face Market
  Amount Value
  ($000) ($000)
U.S. Government and Agency Obligations (0.0%)
3,4 Freddie Mac Discount    
Notes, 0.118%, 3/11/13 100 100
Total Temporary Cash Investments  
(Cost $840)   840
Total Investments (99.8%)    
(Cost $758,809)   917,736
Other Assets and Liabilities (0.2%)  
Other Assets   7,240
Liabilities   (5,599)
    1,641
Net Assets (100%)   919,377

 

27


 

Mega Cap 300 Growth Index Fund

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 794,162
Undistributed Net Investment Income 1,320
Accumulated Net Realized Losses (35,078)
Unrealized Appreciation (Depreciation)  
Investment Securities 158,927
Futures Contracts 46
Net Assets 919,377
 
 
Institutional Shares—Net Assets  
Applicable to 1,958 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 226
Net Asset Value Per Share—  
Institutional Shares $115.54
 
 
ETF Shares—Net Assets  
Applicable to 15,800,000 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 919,151
Net Asset Value Per Share—  
ETF Shares $58.17

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund’s effective common stock and temporary cash investment positions represent 100.0% and -0.2%, respectively, of net assets.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal Housing Finance Agency and it receives capital from the U.S. Treasury, as needed to maintain a positive net worth, in exchange for senior preferred stock.
4 Securities with a value of $100,000 have been segregated as initial margin for open futures contracts.
See accompanying Notes, which are an integral part of the Financial Statements.

28


 

Mega Cap 300 Growth Index Fund  
 
 
Statement of Operations  
 
  SixMonths Ended
  February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 8,516
Security Lending 15
Total Income 8,531
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 66
Management and Administrative—Institutional Shares
Management and Administrative—ETF Shares 316
Marketing and Distribution—Institutional Shares
Marketing and Distribution—ETF Shares 112
Custodian Fees 7
Shareholders’ Reports—Institutional Shares
Shareholders’ Reports—ETF Shares 13
TrusteesFees and Expenses 1
Total Expenses 515
Net Investment Income 8,016
Realized Net Gain (Loss)  
Investment Securities Sold 48,335
Futures Contracts 12
Realized Net Gain (Loss) 48,347
Change in Unrealized Appreciation (Depreciation)  
Investment Securities (16,445)
Futures Contracts 35
Change in Unrealized Appreciation (Depreciation) (16,410)
Net Increase (Decrease) in Net Assets Resulting from Operations 39,953

 

See accompanying Notes, which are an integral part of the Financial Statements.

29


 

Mega Cap 300 Growth Index Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 8,016 10,951
Realized Net Gain (Loss) 48,347 16,130
Change in Unrealized Appreciation (Depreciation) (16,410) 111,591
Net Increase (Decrease) in Net Assets Resulting from Operations 39,953 138,672
Distributions    
Net Investment Income    
Institutional Shares (2) (1,321)
ETFShares (9,069) (8,479)
Realized Capital Gain    
Institutional Shares
ETFShares
Total Distributions (9,071) (9,800)
Capital Share Transactions    
Institutional Shares (11) (144,116)
ETFShares 4,769 259,697
Net Increase (Decrease) from Capital Share Transactions 4,758 115,581
Total Increase (Decrease) 35,640 244,453
Net Assets    
Beginning of Period 883,737 639,284
End of Period1 919,377 883,737
1 Net Assets—End of Period includes undistributed net investment income of $1,320,000 and $2,375,000.  

 

See accompanying Notes, which are an integral part of the Financial Statements.

30


 

Mega Cap 300 Growth Index Fund            
 
 
Financial Highlights            
 
 
Institutional Shares            
  Six Months         April 3,
  Ended         20081 to
        Year Ended August 31,  
For a Share Outstanding February 28,         Aug. 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $110.67 $92.75 $76.74 $74.21 $91.10 $92.21
Investment Operations            
Net Investment Income 1.062 1.4532 1.227 1.180 1.053 .343
Net Realized and Unrealized Gain (Loss)            
on Investments 4.596 17.831 16.067 2.465 (16.900) (1.250)
Total from Investment Operations 5.658 19.284 17.294 3.645 (15.847) (.907)
Distributions            
Dividends from Net Investment Income (.788) (1.364) (1.284) (1.115) (1.043) (.203)
Distributions from Realized Capital Gains
Total Distributions (.788) (1.364) (1.284) (1.115) (1.043) (.203)
Net Asset Value, End of Period $115.54 $110.67 $92.75 $76.74 $74.21 $91.10
 
Total Return 5.14% 21.00% 22.57% 4.84% -17.25% -0.99%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $0.2 $0.2 $124 $90 $62 $97
Ratio of Total Expenses to            
Average Net Assets 0.10% 0.09% 0.10% 0.11% 0.11% 0.08%3
Ratio of Net Investment Income to            
Average Net Assets 1.85% 1.52% 1.35% 1.39% 1.59% 1.16%3
Portfolio Turnover Rate4 22% 16% 26% 21% 31% 9%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares,
including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

31


 

Mega Cap 300 Growth Index Fund            
 
 
Financial Highlights            
 
 
ETF Shares            
  Six Months         Dec. 17,
  Ended         20071 to
For a Share Outstanding February 28,        Year Ended August 31, Aug. 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $55.92 $46.87 $38.78 $37.50 $46.04 $49.10
Investment Operations            
Net Investment Income .531 .7712 .611 .586 .528 .237
Net Realized and Unrealized Gain (Loss)            
on Investments 2.316 8.966 8.120 1.248 (8.548) (3.139)
Total from Investment Operations 2.847 9.737 8.731 1.834 (8.020) (2.902)
Distributions            
Dividends from Net Investment Income (.597) (.687) (.641) (.554) (.520) (.158)
Distributions from Realized Capital Gains
Total Distributions (.597) (.687) (.641) (.554) (.520) (.158)
Net Asset Value, End of Period $58.17 $55.92 $46.87 $38.78 $37.50 $46.04
 
Total Return 5.13% 20.98% 22.54% 4.82% -17.28% -5.91%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $919 $884 $516 $287 $536 $161
Ratio of Total Expenses to            
Average Net Assets 0.12% 0.12% 0.12% 0.13% 0.13% 0.13%3
Ratio of Net Investment Income to            
Average Net Assets 1.83% 1.49% 1.33% 1.37% 1.57% 1.11%3
Portfolio Turnover Rate4 22% 16% 26% 21% 31% 9%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

32


 

Mega Cap 300 Growth Index Fund

Notes to Financial Statements

Vanguard Mega Cap 300 Growth Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Institutional Shares and ETF Shares. Institutional Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the funds pricing time but after the close of the securitiesprimary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that funds net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objectives of maintaining full exposure to the stock market, enhancing returns, maintaining liquidity, and minimizing transaction costs. The fund may purchase futures contracts to immediately invest incoming cash in the market, or sell futures in response to cash outflows, thereby simulating a fully invested position in the underlying index while maintaining a cash balance for liquidity. The fund may seek to enhance returns by using futures contracts instead of the underlying securities when futures are believed to be priced more attractively than the underlying securities. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.

Futures contracts are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of Net Assets as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized futures gains (losses).

During the six months ended February 28, 2013, the funds average investment in futures contracts represented less than 1% of net assets, based on quarterly average aggregate settlement value.

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the funds tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the funds financial statements.

4. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

33


 

Mega Cap 300 Growth Index Fund

5. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents fees charged to borrowers plus income earned on investing cash collateral, less expenses associated with the loan.

6. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $116,000 to Vanguard (included in Other Assets), representing 0.01% of the funds net assets and 0.05% of Vanguards capitalization. The funds trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the funds investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the funds own assumptions used to determine the fair value of investments).

The following table summarizes the market value of the funds investments as of February 28, 2013, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 916,896
Temporary Cash Investments 740 100
Futures Contracts—Assets1 1
Futures Contracts—Liabilities1 (2)
Total 917,635 100
1 Represents variation margin on the last day of the reporting period.

 

34


 

Mega Cap 300 Growth Index Fund

D. At February 28, 2013, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
E-mini S&P 500 Index March 2013 32 2,421 46

 

Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.

E. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $49,727,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The funds tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital losses totaling $33,687,000 to offset future net capital gains. Of this amount, $29,677,000 is subject to expiration dates; $24,500,000 may be used to offset future net capital gains through August 31, 2018, and $5,177,000 through August 31, 2019. Capital losses of $4,010,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $758,809,000. Net unrealized appreciation of investment securities for tax purposes was $158,927,000, consisting of unrealized gains of $165,330,000 on securities that had risen in value since their purchase and $6,403,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended February 28, 2013, the fund purchased $242,230,000 of investment securities and sold $239,891,000 of investment securities, other than temporary cash investments. Purchases and sales include $147,644,000 and $142,359,000, respectively, in connection with in-kind purchases and redemptions of the funds capital shares.

35


 

Mega Cap 300 Growth Index Fund

G. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Institutional Shares        
Issued 192 2 506 5
Issued in Lieu of Cash Distributions 2 1,321 14
Redeemed (205) (2) (145,943) (1,351)
Net Increase (Decrease)—Institutional Shares (11) (144,116) (1,332)
ETF Shares        
Issued 147,663 2,600 294,327 5,500
Issued in Lieu of Cash Distributions
Redeemed (142,894) (2,600) (34,630) (700)
Net Increase (Decrease)—ETF Shares 4,769 259,697 4,800

 

H. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

On October 2, 2012, Vanguard announced an upcoming change in the funds benchmark index from MSCI US Large Cap Growth Index to CRSP US Mega Cap Growth Index; the fund will also change its name to Vanguard Mega Cap Growth Index Fund. The funds investment objective is not changing.

The transition to the new benchmark is expected to be completed over several months, and will require some turnover of holdings with resulting transaction costs. Vanguard will seek to minimize trading impact through the use of efficient portfolio trading.

36


 

Mega Cap 300 Value Index Fund

Fund Profile
As of February 28, 2013

Share-Class Characteristics  
 
  Institutional ETF
  Shares Shares
Ticker Symbol VMVLX MGV
Expense Ratio1 0.08% 0.12%
30-Day SEC Yield 2.81% 2.77%

 

Portfolio Characteristics      
      DJ U.S.
    MSCI US Total
    Large Cap Market
    Value FA
  Fund Index Index
Number of Stocks 161 160 3,593
Median Market Cap $73.7B $73.7B $38.3B
Price/Earnings Ratio 14.6x 14.6x 17.4x
Price/Book Ratio 1.6x 1.6x 2.2x
Return on Equity 15.3% 15.3% 16.7%
Earnings Growth Rate 1.9% 1.9% 9.3%
Dividend Yield 2.9% 2.9% 2.1%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate      
(Annualized) 24%
Short-Term Reserves -0.1%

 

Sector Diversification (% of equity exposure)
      DJ U.S.
    MSCI US Total
    Large Cap Market
    Value FA
  Fund Index Index
Consumer Discretionary 2.6% 2.6% 12.2%
Consumer Staples 8.4 8.4 9.5
Energy 17.5 17.5 10.3
Financials 24.8 24.7 17.2
Health Care 14.4 14.4 12.0
Industrials 8.6 8.7 11.2
Information Technology 8.5 8.5 17.6
Materials 3.5 3.5 3.9
Telecommunication      
Services 5.9 6.0 2.6
Utilities 5.8 5.7 3.5

 

Volatility Measures    
  MSCI US DJ U.S.
  Large Total
  Cap Market
  Value FA
  Index Index
R-Squared 1.00 0.95
Beta 1.00 0.92

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

Ten Largest Holdings (% of total net assets)
Exxon Mobil Corp. Integrated Oil & Gas 6.6%
General Electric Co. Industrial  
  Conglomerates 3.9
Chevron Corp. Integrated Oil & Gas 3.7
Johnson & Johnson Pharmaceuticals 3.4
Procter & Gamble Co. Household Products 3.4
AT&T Inc. Integrated  
  Telecommunication  
  Services 3.3
Pfizer Inc. Pharmaceuticals 3.3
JPMorgan Chase & Co. Diversified Financial  
  Services 3.0
Wells Fargo & Co. Diversified Banks 2.8
Microsoft Corp. Systems Software 2.2
Top Ten   35.6%

The holdings listed exclude any temporary cash investments and equity index products.

Investment Focus

 

 

 

 

1 The expense ratios shown are from the prospectus dated December 27, 2012, and represent estimated costs for the current fiscal year. For the six months ended February 28, 2013, the annualized expense ratios were 0.08% for Institutional Shares and 0.12% for ETF Shares.

37


 

Mega Cap 300 Value Index Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): December 17, 2007, Through February 28, 2013


Mega Cap 300 Value Index Fund ETF Shares Net Asset Value
MSCI US Large Cap Value Index

 

Note: For 2013, performance data reflect the six months ended February 28, 2013.

Average Annual Total Returns: Periods Ended December 31, 2012
This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.
Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Since
  Date Year Years Inception
Institutional Shares 3/5/2008 14.99% 1.72%
ETF Shares 12/17/2007      
Market Price   14.93 -0.27 -0.06
Net Asset Value   14.95 -0.29 -0.06

 

See Financial Highlights for dividend and capital gains information.

38


 

Mega Cap 300 Value Index Fund

Financial Statements (unaudited)

Statement of Net Assets
As of February 28, 2013

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the funds semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the funds Forms N-Q on the SECs website at sec.gov. Forms N-Q may also be reviewed and copied at the SECs Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (99.8%)1    
Consumer Discretionary (2.6%)    
  Time Warner Inc. 99,051 5,267
  Ford Motor Co. 241,850 3,050
  Johnson Controls Inc. 71,503 2,250
* General Motors Co. 81,704 2,218
  Carnival Corp. 46,668 1,669
  Kohls Corp. 22,748 1,049
  Staples Inc. 71,026 936
* Liberty Media Corp. 3,933 425
      16,864
Consumer Staples (8.4%)    
  Procter & Gamble Co. 286,017 21,789
  PepsiCo Inc. 105,094 7,963
  Mondelez International Inc.    
  Class A 176,494 4,880
  Kimberly-ClarkCorp. 26,690 2,516
  Walgreen Co. 61,094 2,501
  HJ Heinz Co. 33,611 2,434
  Archer-Daniels-Midland Co. 68,902 2,195
  Sysco Corp. 61,496 1,978
  General Mills Inc. 33,689 1,558
  Reynolds American Inc. 34,957 1,527
  ConAgra Foods Inc. 42,619 1,454
  Kellogg Co. 17,120 1,036
  Avon Products Inc. 45,102 882
  Campbell Soup Co. 19,771 814
  Lorillard Inc. 20,321 783
      54,310
Energy (17.4%)    
  Exxon Mobil Corp. 476,845 42,702
  Chevron Corp. 204,747 23,986
  ConocoPhillips 120,616 6,990
  Occidental Petroleum Corp. 84,786 6,981
  Anadarko Petroleum Corp. 52,170 4,152
  Phillips 66 62,240 3,919
  Apache Corp. 40,971 3,043
  Marathon Petroleum Corp. 35,517 2,944
  Valero Energy Corp. 57,892 2,639

 

      Market
      Value
    Shares ($000)
  Marathon Oil Corp. 73,920 2,476
  Devon Energy Corp. 40,252 2,184
  Hess Corp. 32,211 2,142
  Baker Hughes Inc. 46,092 2,066
  Spectra Energy Corp. 68,265 1,982
  Chesapeake Energy Corp. 69,712 1,405
  Murphy Oil Corp. 19,258 1,172
  Noble Corp. 26,244 940
* Weatherford    
  International Ltd. 51,542 612
  Ensco plc Class A 8,578 516
      112,851
Financials (24.7%)    
  JPMorgan Chase & Co. 397,367 19,439
  Wells Fargo & Co. 523,019 18,348
  CitigroupInc. 306,598 12,868
  Bank of America Corp. 1,126,688 12,653
  Goldman Sachs Group Inc. 46,777 7,005
* Berkshire Hathaway Inc.    
  Class B 67,349 6,880
  US Bancorp 196,525 6,678
* American International    
  Group Inc. 146,614 5,573
  PNC Financial Services    
  Group Inc. 55,219 3,445
  BlackRock Inc. 14,186 3,401
  Bank of New York    
  Mellon Corp. 122,149 3,315
  MetLife Inc. 91,272 3,235
  Travelers Cos. Inc. 39,861 3,206
  Capital One Financial Corp. 60,903 3,108
  ACE Ltd. 35,457 3,028
  State Street Corp. 48,531 2,746
  Prudential Financial Inc. 48,276 2,683
  Aflac Inc. 48,989 2,447
  HCP Inc. 47,413 2,318
  Allstate Corp. 50,303 2,315
  Chubb Corp. 27,314 2,295
  Morgan Stanley 100,594 2,268
  BB&T Corp. 73,206 2,223

 

39


 

Mega Cap 300 Value Index Fund  
 
 
 
      Market
      Value
    Shares ($000)
  Ventas Inc. 30,937 2,190
  CME Group Inc. 33,150 1,983
  Prologis Inc. 48,192 1,877
  SimonProperty Group Inc. 11,339 1,801
  Health Care REIT Inc. 27,182 1,743
  Annaly Capital    
  Management Inc. 101,705 1,575
  SunTrust Banks Inc. 56,375 1,555
  FifthThird Bancorp 93,790 1,486
  Ameriprise Financial Inc. 21,416 1,470
  Progressive Corp. 60,107 1,464
  Loews Corp. 32,901 1,418
  Invesco Ltd. 46,204 1,238
  M&T Bank Corp. 12,115 1,237
  EquityResidential 21,811 1,200
  Charles Schwab Corp. 73,902 1,200
  Boston Properties Inc. 10,304 1,070
  Hartford Financial    
  Services Group Inc. 43,155 1,019
  Vornado Realty Trust 11,401 914
  Public Storage 5,423 820
  AvalonBay Communities Inc. 5,914 738
  Weyerhaeuser Co. 19,876 585
      160,060
Health Care (14.4%)    
  Johnson & Johnson 289,775 22,055
  Pfizer Inc. 769,996 21,075
  Merck & Co. Inc. 317,843 13,581
  Bristol-Myers Squibb Co. 172,524 6,378
  AbbVie Inc. 164,100 6,059
  Eli Lilly & Co. 109,269 5,973
  Abbott Laboratories 165,300 5,585
  Medtronic Inc. 106,544 4,790
  WellPoint Inc. 31,715 1,972
  Aetna Inc. 35,125 1,657
  Cardinal Health Inc. 35,433 1,637
  Humana Inc. 16,536 1,129
* Boston Scientific Corp. 143,450 1,060
* Zoetis Inc. 7,763 260
      93,211
Industrials (8.6%)    
  General Electric Co. 1,096,650 25,464
  Honeywell    
  International Inc. 77,816 5,455
  Eaton Corp. plc 48,503 3,006
  Illinois Tool Works Inc. 43,565 2,679
  Caterpillar Inc. 23,882 2,206
  General Dynamics Corp. 31,351 2,131
  Raytheon Co. 34,402 1,877
  Waste Management Inc. 46,098 1,720
  Northrop Grumman Corp. 24,283 1,595
  Norfolk Southern Corp. 21,422 1,565
  Parker Hannifin Corp. 15,584 1,472
  Dover Corp. 18,620 1,366

 

    Market
    Value
  Shares ($000)
Stanley Black & Decker Inc. 16,641 1,310
Lockheed Martin Corp. 14,330 1,261
Republic Services Inc.    
Class A 32,293 1,015
CSX Corp. 37,736 866
Cummins Inc. 6,677 774
    55,762
Information Technology (8.5%)    
MicrosoftCorp. 514,737 14,310
CiscoSystems Inc. 554,910 11,570
Intel Corp. 520,078 10,844
Hewlett-Packard Co. 205,434 4,137
Dell Inc. 153,850 2,146
Texas Instruments Inc. 58,491 2,010
Corning Inc. 154,440 1,948
Applied Materials Inc. 129,192 1,770
TE Connectivity Ltd. 44,089 1,769
Automatic Data    
Processing Inc. 17,831 1,094
Xerox Corp. 132,939 1,078
CAInc. 33,563 822
Paychex Inc. 22,322 739
Activision Blizzard Inc. 46,359 663
    54,900
Materials (3.5%)    
EI du Pont    
de Nemours & Co. 97,563 4,673
Dow Chemical Co. 125,449 3,979
Freeport-McMoRan    
Copper & Gold Inc. 99,147 3,165
LyondellBasell Industries    
NV Class A 33,082 1,939
Air Products &    
Chemicals Inc. 22,355 1,930
International Paper Co. 43,687 1,923
Mosaic Co. 31,223 1,828
Nucor Corp. 33,269 1,499
Alcoa Inc. 111,081 946
Newmont Mining Corp. 18,166 732
    22,614
Telecommunication Services (5.9%)  
AT&T Inc. 594,040 21,332
Verizon    
Communications Inc. 298,378 13,884
CenturyLink Inc. 65,268 2,263
* Sprint Nextel Corp. 157,458 913
    38,392
Utilities (5.8%)    
Duke Energy Corp. 73,651 5,100
Southern Co. 91,380 4,113
Dominion Resources Inc. 60,143 3,368
NextEra Energy Inc. 42,086 3,025
Exelon Corp. 89,388 2,770

 

40


 

Mega Cap 300 Value Index Fund    
 
 
 
    Market
    Value
  Shares ($000)
American Electric    
Power Co. Inc. 50,698 2,372
PG&E Corp. 45,011 1,919
PPL Corp. 60,725 1,872
Sempra Energy 23,989 1,865
Consolidated Edison Inc. 30,523 1,801
Public Service Enterprise    
Group Inc. 52,883 1,724
FirstEnergyCorp. 43,551 1,719
Edison International 32,413 1,557
Xcel Energy Inc. 50,922 1,462
Northeast Utilities 32,845 1,363
Entergy Corp. 18,590 1,157
    37,187
Total Common Stocks    
(Cost $575,143)   646,151
Temporary Cash Investments (0.0%)1  

 

  Face  
  Amount  
  ($000)  
U.S. Government and Agency Obligations (0.0%)
2,3 Fannie Mae Discount    
Notes, 0.097%,    
3/27/13 (Cost $100) 100 100
Total Investments (99.8%)    
(Cost $575,243)   646,251
Other Assets and Liabilities (0.2%)  
Other Assets   5,084
Liabilities   (3,609)
    1,475
Net Assets (100%)   647,726

 

At February 28, 2013, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 592,136
Undistributed Net Investment Income 3,105
Accumulated Net Realized Losses (18,573)
Unrealized Appreciation (Depreciation)  
Investment Securities 71,008
Futures Contracts 50
Net Assets 647,726
 
 
Institutional Shares—Net Assets  
Applicable to 1,459,024 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 132,958
Net Asset Value Per Share—  
Institutional Shares $91.13
 
 
ETF Shares—Net Assets  
Applicable to 11,200,446 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 514,768
Net Asset Value Per Share—  
ETF Shares $45.96

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund’s effective common stock and temporary cash investment positions represent 99.9% and -0.1%, respectively, of net assets.
2 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal Housing Finance Agency and it receives capital from the U.S. Treasury, as needed to maintain a positive net worth, in exchange for senior preferred stock.
3 Securities with a value of $100,000 have been segregated as initial margin for open futures contracts.
REIT—Real Estate Investment Trust.
See accompanying Notes, which are an integral part of the Financial Statements.

41


 

Mega Cap 300 Value Index Fund  
 
 
Statement of Operations  
 
  SixMonths Ended
  February 28, 2013
  ($000)
Investment Income  
Income  
Dividends 8,936
Interest1 1
Total Income 8,937
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 45
Management and Administrative—Institutional Shares 19
Management and Administrative—ETF Shares 164
Marketing and Distribution—Institutional Shares 15
Marketing and Distribution—ETF Shares 55
Custodian Fees 11
Shareholders’ Reports—Institutional Shares 2
Shareholders’ Reports—ETF Shares 6
Total Expenses 317
Net Investment Income 8,620
Realized Net Gain (Loss)  
Investment Securities Sold 11,139
Futures Contracts 20
Realized Net Gain (Loss) 11,159
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 45,574
Futures Contracts 45
Change in Unrealized Appreciation (Depreciation) 45,619
Net Increase (Decrease) in Net Assets Resulting from Operations 65,398
1 Interest income from an affiliated company of the fund was $1,000.  

 

See accompanying Notes, which are an integral part of the Financial Statements.

42


 

Mega Cap 300 Value Index Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  February 28, August 31,
  2013 2012
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 8,620 14,230
Realized Net Gain (Loss) 11,159 17,581
Change in Unrealized Appreciation (Depreciation) 45,619 39,014
Net Increase (Decrease) in Net Assets Resulting from Operations 65,398 70,825
Distributions    
Net Investment Income    
Institutional Shares (1,781) (3,149)
ETFShares (6,733) (10,705)
Realized Capital Gain    
Institutional Shares
ETFShares
Total Distributions (8,514) (13,854)
Capital Share Transactions    
Institutional Shares 11,379 (8,446)
ETFShares 55,689 28,979
Net Increase (Decrease) from Capital Share Transactions 67,068 20,533
Total Increase (Decrease) 123,952 77,504
Net Assets    
Beginning of Period 523,774 446,270
End of Period1 647,726 523,774
1 Net Assets—End of Period includes undistributed net investment income of $3,105,000 and $2,999,000.  

 

See accompanying Notes, which are an integral part of the Financial Statements.

43


 

Mega Cap 300 Value Index Fund            
 
 
Financial Highlights            
 
 
Institutional Shares            
  Six Months         March 5,
  Ended         20081 to
        Year Ended August 31,  
For a Share Outstanding February 28,         Aug. 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $82.90 $73.55 $65.97 $66.02 $83.69 $90.01
Investment Operations            
Net Investment Income 1.3062 2.339 1.965 1.932 2.135 1.1242
Net Realized and Unrealized Gain (Loss)            
on Investments 8.236 9.303 7.528 (.075) (17.658) (6.444)
Total from Investment Operations 9.542 11.642 9.493 1.857 (15.523) (5.320)
Distributions            
Dividends from Net Investment Income (1.312) (2.292) (1.913) (1.907) (2.147) (1.000)
Distributions from Realized Capital Gains
Total Distributions (1.312) (2.292) (1.913) (1.907) (2.147) (1.000)
Net Asset Value, End of Period $91.13 $82.90 $73.55 $65.97 $66.02 $83.69
 
Total Return 11.62% 16.19% 14.33% 2.69% -18.29% -5.96%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $133 $110 $105 $76 $70 $53
Ratio of Total Expenses to            
Average Net Assets 0.08% 0.08% 0.10% 0.11% 0.11% 0.08%3
Ratio of Net Investment Income to            
Average Net Assets 3.09% 3.01% 2.65% 2.88% 3.66% 3.19%3
Portfolio Turnover Rate4 24% 17% 24% 26% 31% 12%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

44


 

Mega Cap 300 Value Index Fund            
 
 
Financial Highlights            
 
 
ETF Shares            
  Six Months         Dec. 17,
  Ended         20071 to
For a Share Outstanding February 28,        Year Ended August 31, Aug. 31,
Throughout Each Period 2013 2012 2011 2010 2009 2008
Net Asset Value, Beginning of Period $41.80 $37.09 $33.26 $33.29 $42.21 $49.38
Investment Operations            
Net Investment Income .6532 1.164 .983 .969 1.070 .8862
Net Realized and Unrealized Gain (Loss)            
on Investments 4.159 4.689 3.805 (.042) (8.915) (7.560)
Total from Investment Operations 4.812 5.853 4.788 .927 (7.845) (6.674)
Distributions            
Dividends from Net Investment Income (.652) (1.143) (.958) (.957) (1.075) (.496)
Distributions from Realized Capital Gains
Total Distributions (.652) (1.143) (.958) (.957) (1.075) (.496)
Net Asset Value, End of Period $45.96 $41.80 $37.09 $33.26 $33.29 $42.21
 
Total Return 11.62% 16.13% 14.32% 2.68% -18.32% -13.56%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $515 $414 $341 $226 $163 $97
Ratio of Total Expenses to            
Average Net Assets 0.12% 0.12% 0.12% 0.13% 0.13% 0.13%3
Ratio of Net Investment Income to            
Average Net Assets 3.05% 2.97% 2.63% 2.86% 3.64% 3.14%3
Portfolio Turnover Rate4 24% 17% 24% 26% 31% 12%

 

The expense ratio, net income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF Creation Units.

See accompanying Notes, which are an integral part of the Financial Statements.

45


 

Mega Cap 300 Value Index Fund

Notes to Financial Statements

Vanguard Mega Cap 300 Value Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Institutional Shares and ETF Shares. Institutional Shares are designed for investors who meet certain administrative, service, and account-size criteria. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the funds pricing time but after the close of the securitiesprimary markets, are valued by methods deemed by the board of trustees to represent fair value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objectives of maintaining full exposure to the stock market, enhancing returns, maintaining liquidity, and minimizing transaction costs. The fund may purchase futures contracts to immediately invest incoming cash in the market, or sell futures in response to cash outflows, thereby simulating a fully invested position in the underlying index while maintaining a cash balance for liquidity. The fund may seek to enhance returns by using futures contracts instead of the underlying securities when futures are believed to be priced more attractively than the underlying securities. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.

Futures contracts are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of Net Assets as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized futures gains (losses).

During the six months ended February 28, 2013, the funds average investment in futures contracts represented less than 1% of net assets, based on quarterly average aggregate settlement value.

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the funds tax positions taken for all open federal income tax years (August 31, 2009–2012), and for the period ended February 28, 2013, and has concluded that no provision for federal income tax is required in the funds financial statements.

4. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

46


 

Mega Cap 300 Value Index Fund

5. Other: Dividend income is recorded on the ex-dividend date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At February 28, 2013, the fund had contributed capital of $82,000 to Vanguard (included in Other Assets), representing 0.01% of the funds net assets and 0.03% of Vanguards capitalization. The funds trustees and officers are also directors and officers of Vanguard.

C. Various inputs may be used to determine the value of the funds investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1Quoted prices in active markets for identical securities.
Level 2Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3Significant unobservable inputs (including the funds own assumptions used to determine the fair value of investments).

The following table summarizes the market value of the funds investments as of February 28, 2013, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 646,151
Temporary Cash Investments 100
Futures Contracts—Liabilities1 2
Total 646,153 100
1 Represents variation margin on the last day of the reporting period.

 

47


 

Mega Cap 300 Value Index Fund

D. At February 28, 2013, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
E-mini S&P 500 Index March 2013 14 1,059 50

 

Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.

E. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the six months ended February 28, 2013, the fund realized $9,323,000 of net capital gains resulting from in-kind redemptions—in which shareholders exchanged fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized losses to paid-in capital.

The funds tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at August 31, 2012, the fund had available capital losses totaling $20,404,000 to offset future net capital gains of $10,649,000 through August 31, 2018, and $9,755,000 through August 31, 2019. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending August 31, 2013; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At February 28, 2013, the cost of investment securities for tax purposes was $575,243,000. Net unrealized appreciation of investment securities for tax purposes was $71,008,000, consisting of unrealized gains of $89,220,000 on securities that had risen in value since their purchase and $18,212,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended February 28, 2013, the fund purchased $168,968,000 of investment securities and sold $103,086,000 of investment securities, other than temporary cash investments. Purchases and sales include $93,256,000 and $33,966,000, respectively, in connection with in-kind purchases and redemptions of the funds capital shares.

48


 

Mega Cap 300 Value Index Fund

G. Capital share transactions for each class of shares were:

  Six Months Ended   Year Ended
  February 28, 2013 August 31, 2012
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Institutional Shares        
Issued 21,405 250 17,342 225
Issued in Lieu of Cash Distributions 1,445 17 2,718 37
Redeemed (11,471) (134) (28,506) (365)
Net Increase (Decrease)—Institutional Shares 11,379 133 (8,446) (103)
ETF Shares        
Issued 93,687 2,200 62,732 1,600
Issued in Lieu of Cash Distributions
Redeemed (37,998) (900) (33,753) (900)
Net Increase (Decrease)—ETF Shares 55,689 1,300 28,979 700

 

H. In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

On October 2, 2012, Vanguard announced an upcoming change in the funds benchmark index from MSCI US Large Cap Value Index to CRSP US Mega Cap Value Index; the fund will also change its name to Vanguard Mega Cap Value Index Fund. The funds investment objective is not changing. The transition to the new benchmark is expected to be completed over several months, and will require some turnover of holdings with resulting transaction costs. Vanguard will seek to minimize trading impact through the use of efficient portfolio trading.

49


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to your fund’s current prospectus.

50


 

Six Months Ended February 28, 2013      
  Beginning Ending Expenses
  Account Value Account Value Paid During
  8/31/2012 2/28/2013 Period
Based on Actual Fund Return      
Mega Cap Index Fund      
Institutional Shares $1,000.00 $1,084.31 $0.41
ETF Shares 1,000.00 1,084.12 0.62
Mega Cap 300 Growth Index Fund      
Institutional Shares $1,000.00 $1,051.43 $0.51
ETF Shares 1,000.00 1,051.25 0.61
Mega Cap 300 Value Index Fund      
Institutional Shares $1,000.00 $1,116.21 $0.42
ETF Shares 1,000.00 1,116.15 0.63
Based on Hypothetical 5% Yearly Return      
Mega Cap Index Fund      
Institutional Shares $1,000.00 $1,024.40 $0.40
ETF Shares 1,000.00 1,024.20 0.60
Mega Cap 300 Growth Index Fund      
Institutional Shares $1,000.00 $1,024.30 $0.50
ETF Shares 1,000.00 1,024.20 0.60
Mega Cap 300 Value Index Fund      
Institutional Shares $1,000.00 $1,024.40 $0.40
ETF Shares 1,000.00 1,024.20 0.60

 

The calculations are based on expenses incurred in the most recent six-month period. The funds’ annualized six-month expense ratios for that period are: for the Mega Cap Index Fund, 0.08% for Institutional Shares and 0.12% for ETF Shares; for the Mega Cap 300 Growth Index Fund, 0.10% for Institutional Shares and 0.12% for ETF Shares; and for the Mega Cap 300 Value Index Fund, 0.08% for Institutional Shares and 0.12% for ETF Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period.

51


 

Glossary

30-Day SEC Yield. A fund’s 30-day SEC yield is derived using a formula specified by the U.S. Securities and Exchange Commission. Under the formula, data related to the fund’s security holdings in the previous 30 days are used to calculate the fund’s hypothetical net income for that period, which is then annualized and divided by the fund’s estimated average net assets over the calculation period. For the purposes of this calculation, a security’s income is based on its current market yield to maturity (for bonds), its actual income (for asset-backed securities), or its projected dividend yield (for stocks). Because the SEC yield represents hypothetical annualized income, it will differ—at times significantly—from the fund’s actual experience. As a result, the fund’s income distributions may be higher or lower than implied by the SEC yield.

Dividend Yield. Dividend income earned by stocks, expressed as a percentage of the aggregate market value (or of net asset value, for a fund). The yield is determined by dividing the amount of the annual dividends by the aggregate value (or net asset value) at the end of the period. For a fund, the dividend yield is based solely on stock holdings and does not include any income produced by other investments.

Earnings Growth Rate. The average annual rate of growth in earnings over the past five years for the stocks now in a fund.

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

Foreign Holdings. The percentage of a fund represented by securities or depositary receipts of companies based outside the United States.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is measured from the inception date.

Median Market Cap. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

Price/Book Ratio. The share price of a stock divided by its net worth, or book value, per share. For a fund, the weighted average price/book ratio of the stocks it holds.

Price/Earnings Ratio. The ratio of a stock’s current price to its per-share earnings over the past year. For a fund, the weighted average P/E of the stocks it holds. P/E is an indicator of market expectations about corporate prospects; the higher the P/E, the greater the expectations for a company’s future growth.

Return on Equity. The annual average rate of return generated by a company during the past five years for each dollar of shareholder’s equity (net income divided by shareholder’s equity). For a fund, the weighted average return on equity for the companies whose stocks it holds.

52


 

Short-Term Reserves. The percentage of a fund invested in highly liquid, short-term securities that can be readily converted to cash.

Turnover Rate. An indication of the fund’s trading activity. Funds with high turnover rates incur higher transaction costs and may be more likely to distribute capital gains (which may be taxable to investors). The turnover rate excludes in-kind transactions, which have minimal impact on costs.

Benchmark Information

Large-Cap Core Funds Average: Derived from data provided by Lipper Inc.

Spliced Mega Cap Index: MSCI US Large Cap 300 Index through January 30, 2013; CRSP US Mega Cap Index thereafter.

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The People Who Govern Your Fund

The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your funds trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them on an at-cost basis.

A majority of Vanguards board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 180 Vanguard funds.

The following table provides information for each trustee and executive officer of the fund. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1 and Delphi Automotive LLP (automotive components);
  Senior Advisor at New Mountain Capital; Trustee of
F. William McNabb III The Conference Board.
Born 1957. Trustee Since July 2009. Chairman of the  
Board. Principal Occupation(s) During the Past Five Amy Gutmann
Years: Chairman of the Board of The Vanguard Group, Born 1949. Trustee Since June 2006. Principal
Inc., and of each of the investment companies served Occupation(s) During the Past Five Years: President
by The Vanguard Group, since January 2010; Director of the University of Pennsylvania; Christopher H.
of The Vanguard Group since 2008; Chief Executive Browne Distinguished Professor of Political Science
Officer and President of The Vanguard Group and of in the School of Arts and Sciences with secondary
each of the investment companies served by The appointments at the Annenberg School for
Vanguard Group since 2008; Director of Vanguard Communication and the Graduate School of Education
Marketing Corporation; Managing Director of The of the University of Pennsylvania; Member of the
Vanguard Group (1995–2008). National Commission on the Humanities and Social
  Sciences; Trustee of Carnegie Corporation of New
IndependentTrustees York and of the National Constitution Center; Chair
  of the U.S. Presidential Commission for the Study
Emerson U. Fullwood of Bioethical Issues.
Born 1948. Trustee Since January 2008. Principal  
Occupation(s) During the Past Five Years: Executive JoAnn Heffernan Heisen
Chief Staff and Marketing Officer for North America Born 1950. Trustee Since July 1998. Principal
and Corporate Vice President (retired 2008) of Xerox Occupation(s) During the Past Five Years: Corporate
Corporation (document management products and Vice President and Chief Global Diversity Officer
services); Executive in Residence and 2010 (retired 2008) and Member of the Executive
Distinguished Minett Professor at the Rochester Committee (1997–2008) of Johnson & Johnson
Institute of Technology; Director of SPX Corporation (pharmaceuticals/medical devices/consumer
(multi-industry manufacturing), the United Way of products); Director of Skytop Lodge Corporation
Rochester, Amerigroup Corporation (managed health (hotels), the University Medical Center at Princeton,
care), the University of Rochester Medical Center, the Robert Wood Johnson Foundation, and the Center
Monroe Community College Foundation, and North for Talent Innovation; Member of the Advisory Board
Carolina A&T University. of the Maxwell School of Citizenship and Public Affairs
at Syracuse University.
Rajiv L. Gupta  
Born 1945. Trustee Since December 2001. 2 F. Joseph Loughrey
Principal Occupation(s) During the Past Five Years: Born 1949. Trustee Since October 2009. Principal
Chairman and Chief Executive Officer (retired 2009) Occupation(s) During the Past Five Years: President
and President (2006–2008) of Rohm and Haas Co. and Chief Operating Officer (retired 2009) of Cummins
(chemicals); Director of Tyco International, Ltd. Inc. (industrial machinery); Chairman of the Board of
(diversified manufacturing and services), Hewlett- Hillenbrand, Inc. (specialized consumer services);
Packard Co. (electronic computer manufacturing),  Director of SKF AB (industrial machinery), the Lumina

 


 

Foundation for Education, and Oxfam America; Executive Officers  
Chairman of the Advisory Council for the College of    
Arts and Letters and Member of the Advisory Board to Glenn Booraem  
the Kellogg Institute for International Studies at the Born 1967. Controller Since July 2010. Principal
University of Notre Dame. Occupation(s) During the Past Five Years: Principal
  of The Vanguard Group, Inc.; Controller of each of
Mark Loughridge the investment companies served by The Vanguard
Born 1953. Trustee Since March 2012. Principal Group; Assistant Controller of each of the investment
Occupation(s) During the Past Five Years: Senior Vice companies served by The Vanguard Group (2001–2010).
President and Chief Financial Officer at IBM (information    
technology services); Fiduciary Member of IBMs Thomas J. Higgins  
Retirement Plan Committee. Born 1957. Chief Financial Officer Since September
  2008. Principal Occupation(s) During the Past Five
Scott C. Malpass Years: Principal of The Vanguard Group, Inc.; Chief
Born 1962. Trustee Since March 2012. Principal Financial Officer of each of the investment companies
Occupation(s) During the Past Five Years: Chief served by The Vanguard Group; Treasurer of each of
Investment Officer and Vice President at the University the investment companies served by The Vanguard
of Notre Dame; Assistant Professor of Finance at the Group (1998–2008).  
Mendoza College of Business at Notre Dame; Member    
of the Notre Dame 403(b) Investment Committee; Kathryn J. Hyatt  
Director of TIFF Advisory Services, Inc. (investment Born 1955. Treasurer Since November 2008. Principal
advisor); Member of the Investment Advisory Occupation(s) During the Past Five Years: Principal of
Committees of the Financial Industry Regulatory The Vanguard Group, Inc.; Treasurer of each of the
Authority (FINRA) and of Major League Baseball. investment companies served by The Vanguard
  Group; Assistant Treasurer of each of the investment
André F. Perold companies served by The Vanguard Group (1988–2008).
Born 1952. Trustee Since December 2004. Principal    
Occupation(s) During the Past Five Years: George Heidi Stam  
Gund Professor of Finance and Banking at the Harvard Born 1956. Secretary Since July 2005. Principal
Business School (retired 2011); Chief Investment Occupation(s) During the Past Five Years: Managing
Officer and Managing Partner of HighVista Strategies Director of The Vanguard Group, Inc.; General Counsel
LLC (private investment firm); Director of Rand of The Vanguard Group; Secretary of The Vanguard
Merchant Bank; Overseer of the Museum of Fine Group and of each of the investment companies
Arts Boston. served by The Vanguard Group; Director and Senior
  Vice President of Vanguard Marketing Corporation.
Alfred M. Rankin, Jr.    
Born 1941. Trustee Since January 1993. Principal Vanguard Senior ManagementTeam  
Occupation(s) During the Past Five Years: Chairman,    
President, and Chief Executive Officer of NACCO Mortimer J. Buckley Chris D. McIsaac
Industries, Inc. (housewares/lignite) and of Hyster-Yale Kathleen C. Gubanich Michael S. Miller
Materials Handling, Inc. (forklift trucks); Director of Paul A. Heller James M. Norris
the National Association of Manufacturers; Chairman Martha G. King Glenn W. Reed
of the Board of University Hospitals of Cleveland;    
Advisory Chairman of the Board of The Cleveland Chairman Emeritus and Senior Advisor  
Museum of Art.    
  John J. Brennan  
Peter F. Volanakis Chairman, 1996–2009  
Born 1955. Trustee Since July 2009. Principal Chief Executive Officer and President, 1996–2008  
Occupation(s) During the Past Five Years: President    
and Chief Operating Officer (retired 2010) of Corning Founder  
Incorporated (communications equipment); Director John C. Bogle  
of SPX Corporation (multi-industry manufacturing); Chairman and Chief Executive Officer, 1974–1996  
Overseer of the Amos Tuck School of Business    
Administration at Dartmouth College; Advisor to the    
Norris Cotton Cancer Center.    

 

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.
2 December 2002 for Vanguard Equity Income Fund, Vanguard Growth Equity Fund, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

P.O. Box 2600
Valley Forge, PA 19482-2600

 

Connect with Vanguard® > vanguard.com

Fund Information > 800-662-7447 The funds or securities referred to herein are not
Direct Investor Account Services > 800-662-2739 sponsored, endorsed, or promoted by MSCI, and MSCI
  bears no liability with respect to any such funds or
Institutional Investor Services > 800-523-1036 securities. The prospectus or the Statement of
Text Telephone for People Additional Information contains a more detailed
With Hearing Impairment > 800-749-7273 description of the limited relationship MSCI has with
  Vanguard and any related funds.
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper Inc. or  
Morningstar, Inc., unless otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or sec.gov.  
 
You can review and copy information about your fund at  
the SEC’s Public Reference Room in Washington, D.C. To  
find out more about this public service, call the SEC at  
202-551-8090. Information about your fund is also  
available on the SEC’s website, and you can receive  
copies of this information, for a fee, by sending a  
request in either of two ways: via e-mail addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
 
  © 2013 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q8282 042013

 


 

Item 2: Code of Ethics.

Not Applicable.

Item 3: Audit Committee Financial Expert.

Not Applicable.

Item 4: Principal Accountant Fees and Services.

Not Applicable.

Item 5: Audit Committee of Listed Registrants.

Not Applicable.

Item 6: Investments.

Not Applicable.

Item 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not Applicable.

Item 8: Portfolio Managers of Closed-End Management Investment Companies.

Not Applicable.

Item 9: Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not Applicable.

Item 10: Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 11: Controls and Procedures.

     (a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.

     (b) Internal Control Over Financial Reporting. There were no significant changes in Registrant’s Internal Control Over Financial Reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


 

Item 12: Exhibits.

(a) Certifications.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  VANGUARD WORLD FUND
 
By: /s/ F. WILLIAM MCNABB III*
  F. WILLIAM MCNABB III
  CHIEF EXECUTIVE OFFICER
 
Date: April 18, 2013  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

  VANGUARD WORLD FUND
 
By: /s/ F. WILLIAM MCNABB III*
  F. WILLIAM MCNABB III
  CHIEF EXECUTIVE OFFICER
 
Date: April 18, 2013  

 

  VANGUARD WORLD FUND
 
By: /s/ THOMAS J. HIGGINS*
  THOMAS J. HIGGINS
  CHIEF FINANCIAL OFFICER
 
Date: April 18, 2013  

 

* By: /s/ Heidi Stam

Heidi Stam, pursuant to a Power of Attorney filed on March 27, 2012 see file Number 2-11444, Incorporated by Reference.