Vanguard Mid-Cap Growth Index Fund NCSR Certified annual shareholder report (management investment company)

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:	811-02652
Name of Registrant:	Vanguard Index Funds
Address of Registrant:	P.O. Box 2600
	Valley Forge, PA 19482
Name and address of agent for service:	Anne E. Robinson, Esquire
	P.O. Box 876
	Valley Forge, PA 19482
Registrant’s telephone number, including area code: (610) 669-1000
Date of fiscal year end: December 31
Date of reporting period: January 1, 2016 – December 31, 2016
Item 1: Reports to Shareholders

Annual Report | December 31, 2016

Vanguard 500 Index Fund

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.


Contents
Your Fund’s Performance at a Glance.	1
Chairman’s Perspective.	3
Fund Profile.	7
Performance Summary.	9
Financial Statements.	11
Your Fund’s After-Tax Returns.	31
About Your Fund’s Expenses.	32
Glossary.	34

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: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary
focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown
translated into seven languages, reflecting our expanding global presence.

Your Fund’s Performance at a Glance

• Vanguard 500 Index Fund returned about 12% for the fiscal year ended December 31, 2016. The fund closely tracked its target index, the Standard & Poor’s 500 Index, and exceeded the average return of its large-capitalization core fund peers.

• The fund offers investors exposure to 500 of the largest U.S. companies, which span many different industries and account for about three-fourths of the U.S. stock market’s value.

• The fund recorded positive returns in ten of the 11 market sectors, with seven posting double-digit gains.

• Information technology, the fund’s largest sector, was the top contributor; financials, energy, and industrials also added significantly to returns. Only health care stocks declined.

• Over the past ten years, the fund posted an average annual return of about 7%, in line with its benchmark and more than 1 percentage point higher than its peer-fund average.


Total Returns: Fiscal Year Ended December 31, 2016
	Total
	Returns
Vanguard 500 Index Fund
Investor Shares	11.82%
ETF Shares
Market Price	12.04
Net Asset Value	11.93
Admiral™ Shares	11.93
Institutional Select Shares (Inception: 6/24/2016)	11.12
S&P 500 Index	11.96
Large-Cap Core Funds Average	9.92
Large-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

Admiral Shares carry lower expenses and are available to investors who meet certain account-balance requirements. Institutional Select
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. Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646; and
8,417,623.
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.


Total Returns: Ten Years Ended December 31, 2016
	Average
	Annual Return
500 Index Fund Investor Shares	6.82%
S&P 500 Index	6.95
Large-Cap Core Funds Average	5.63
Large-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

The figures shown represent past performance, which is not a guarantee of future results. (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.


Expense Ratios
Your Fund Compared With Its Peer Group
	Investor	ETF	Admiral	Institutional	Peer Group
	Shares	Shares	Shares	Select Shares	Average
500 Index Fund	0.16%	0.05%	0.05%	0.01%	1.11%

Chairman’s Perspective

Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

If you’re like most investors, a big question on your mind is: What’s in store for the markets and the economy in 2017?

At Vanguard, we’re just as curious about the immediate future. But our curiosity is tempered by our belief that forecasts should give a range of possible outcomes, not pinpoint predictions. After all, there are bound to be occurrences the experts won’t see coming.

What really matters for investors

In 2016, we saw two cases in point: The United Kingdom’s June vote to exit the European Union and the November election of Donald Trump as U.S. president. Both unexpected outcomes triggered swift market reactions. But despite some short-term volatility, the markets’ 12-month performance as of December 31, 2016, proved to be less dramatic. U.S. stocks posted healthy returns, and U.S. bonds provided returns close to their long-term averages. International stocks and bonds also advanced, although returns for U.S. investors were reduced by the strength of the U.S. dollar.

The surprises of 2016 remind us to be skeptical of overly precise short-term predictions about 2017. At the cusp of a new year, market prognosticators forecast where the Standard & Poor’s 500 Index or the yield on the 10-year Treasury note will end up in 12 months. Such predictions can be attention-getting. They can also be dead wrong.

Investors are better off taking note of long-term trends that stand to influence our economies and markets. We’re watching these trends closely, and we discuss our latest assessment in our 2017 economic and market outlook, which you can read at vanguard.com/research.

Our global economic outlook: Expect stabilization, not stagnation

One phenomenon in particular that we’re watching is the low-growth, low-interest-rate environment that has marked the global economy since the 2008–09 financial crisis. We don’t think this economic backdrop is simply the result of cyclically weak demand or long-term stagnation. Instead, certain structural forces are contributing: Falling technology costs are restraining the amounts businesses are spending on capital investment, an aging population is weighing on growth in the developed world, and the free movement of capital and products across the globe has restrained prices and wages.

In the near term, these forces will continue to dampen growth, inflation, and interest rates. They also make it unlikely that further monetary stimulus from central banks will do much to spur growth.

I realize this all may sound gloomy, but that’s not how we see it. We expect global growth to stabilize at more modest levels, not stagnate. The world isn’t headed for Japanese-style deflation, in which a widespread sustained drop in prices puts economic activity into hibernation.


Market Barometer
	Average Annual Total Returns
	Periods Ended December 31, 2016
	One	Three	Five
	Year	Years	Years
Stocks
Russell 1000 Index (Large-caps)	12.05%	8.59%	14.69%
Russell 2000 Index (Small-caps)	21.31	6.74	14.46
Russell 3000 Index (Broad U.S. market)	12.74	8.43	14.67
FTSE All-World ex US Index (International)	4.80	-1.16	5.52

Bonds
Bloomberg Barclays U.S. Aggregate Bond Index
(Broad taxable market)	2.65%	3.03%	2.23%
Bloomberg Barclays Municipal Bond Index
(Broad tax-exempt market)	0.25	4.14	3.28
Citigroup Three-Month U.S. Treasury Bill Index	0.27	0.09	0.08

CPI
Consumer Price Index	2.07%	1.18%	1.36%

In fact, we believe that global growth could pick up modestly over time. Our expectation is based on a potential rebound in productivity as new digital technologies are used more effectively. We also anticipate a slight recovery in the labor force as the baby boom generation finishes its transition to retirement, nudging up demand for workers.

Put expansion in perspective

Looking to the United States, the world’s largest economy remains firmly on a long-term-growth path of about 2% per year. That’s lower than the historical average of 3.25% since 1950. We see such growth at this level as fundamentally sound, rather than abnormally low. Our evaluation takes into account lower U.S. population growth and the reality that the economic expansion from the 1980s until the financial crisis was fueled by debt, distorting the numbers.

Turning to prices, we think that core U.S. inflation should modestly exceed 2% in 2017. That, in turn, will support further interest rate hikes by the Federal Reserve, similar to the one at the end of 2016.

We expect the Fed to raise rates in 2017 before taking an extended pause, and we see the federal funds rate staying below 2% through at least 2018.

Prepare for muted returns

And what about prospects for the markets? Vanguard’s outlook for global stocks and bonds remains the most guarded in ten years, given fairly high stock valuations

Expect more modest returns, rely on time-tested principles

In Vanguard’s economic and market outlook for 2017, Global Chief Economist Joseph Davis

and his team offer a projection of more modest returns from the global stock and bond

markets. They caution that, over the next decade, returns for a balanced portfolio are likely

to be moderately below long-run historical averages.

The team’s simulations indicate that for the decade ending in 2026, the average annualized

return of a 60% stock/40% bond portfolio is likely to be centered in the 3%–5% range after

inflation. That’s below the actual average after-inflation return of 6% for the same portfolio

for the nine decades since 1926.

Ultimately, our global market outlook points toward a somewhat more challenging environment,

yet one in which, over time, investors with an appropriate level of discipline, diversification, and

patience are likely to be rewarded with reasonable inflation-adjusted returns.

For more information about our expectations and the probability of various outcomes, see 2017

Economic and Market Outlook: Stabilization, Not Stagnation, available at vanguard.com/research.

IMPORTANT: The projections and other information generated by the Vanguard Capital Markets Model^®(VCMM)

regarding the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment

results, and are not guarantees of future results. Distribution of return outcomes from the VCMM are derived

from 10,000 simulations for each modeled asset class. Simulations as of September 30, 2016. Results from the

model may vary with each use and over time. For more information, see the note at the end of this letter.

and the low-interest-rate environment. We don’t expect global bond yields to increase materially from year-end 2016 levels.

Our outlook for global equities is annualized returns of 5%–8% over the next decade. This outlook isn’t bearish, but is actually fairly positive when you take into account the current low-rate environment. (See the box titled Expect more modest returns, rely on time-tested principles for more.)

Focus on the four keys to investment success

Significant trends often happen gradually. Like shifting tides, they’re sometimes barely noticeable at first but ultimately can change the landscape entirely. Other times, apparent trends can end up receding before they have much of a long-term impact. Given the future’s inherent unpredictability, it’s not reasonable to expect a surefire block-buster revelation from any prognosticator or investment firm.

What to conclude, then? No matter what scenario plays out, we believe investors have the best chance for success if they stay focused on what they can control: their goals, asset allocation, and investment costs, along with the discipline to stick to a plan. As Tim Buckley, our chief investment officer, likes to say, this can be easy to say but harder to do, especially in times of uncertainty. Investors who can stay focused on those four keys will find themselves well-positioned to weather any market.

As always, thank you for investing with Vanguard.

Sincerely,

F. William McNabb III
Chairman and Chief Executive Officer
January 16, 2017

IMPORTANT: The projections and other information generated by the Vanguard Capital Markets Model regarding
the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment results,
and are not guarantees of future results. VCMM results will vary with each use and over time.
The VCMM projections are based on a statistical analysis of historical data. Future returns may behave differently from the
historical patterns captured in the VCMM. More important, the VCMM may be underestimating extreme negative scenarios
unobserved in the historical period on which the model estimation is based.
The VCMM is a proprietary financial simulation tool developed and maintained by Vanguard’s Investment Strategy Group.
The model forecasts distributions of future returns for a wide array of broad asset classes. Those asset classes include U.S.
and international equity markets, several maturities of the U.S. Treasury and corporate fixed income markets, international
fixed income markets, U.S. money markets, commodities, and certain alternative investment strategies. The theoretical and
empirical foundation for the Vanguard Capital Markets Model is that the returns of various asset classes reflect the compensation
investors require for bearing different types of systematic risk (beta). At the core of the model are estimates of the dynamic
statistical relationship between risk factors and asset returns, obtained from statistical analysis based on available monthly
financial and economic data. Using a system of estimated equations, the model then applies a Monte Carlo simulation method
to project the estimated interrelationships among risk factors and asset classes as well as uncertainty and randomness over
time. The model generates a large set of simulated outcomes for each asset class over several time horizons. Forecasts are
obtained by computing measures of central tendency in these simulations. Results produced by the tool will vary with each
use and over time.

500 Index Fund

Fund Profile
As of December 31, 2016


Share-Class Characteristics
	Investor		Admiral	Institutional
	Shares	ETF Shares	Shares	Select Shares
Ticker Symbol	VFINX	VOO	VFIAX	VFFSX
Expense Ratio¹	0.16%	0.05%	0.05%	0.01%
30-Day SEC Yield	1.99%	2.09%	2.09%	2.10%


Portfolio Characteristics
			DJ
			U.S.
			Total
			Market
		S&P 500	FA
	Fund	Index	Index
Number of Stocks	508	505	3,833
Median Market Cap	$84.8B	$84.8B	$54.1B
Price/Earnings Ratio	23.0x	23.0x	24.4x
Price/Book Ratio	2.9x	2.9x	2.8x
Return on Equity	17.7%	17.4%	16.5%
Earnings Growth Rate	7.8%	8.1%	8.2%
Dividend Yield	2.1%	2.1%	2.0%
Foreign Holdings	0.0%	0.0%	0.0%
Turnover Rate	4%	—	—
Short-Term Reserves	0.0%	—	—


Sector Diversification (% of equity exposure)
			DJ
			U.S. Total
		S&P 500	Market
	Fund	Index FA Index
Consumer
Discretionary	12.0%	12.0%	12.5%
Consumer Staples	9.4	9.4	8.3
Energy	7.5	7.5	7.0
Financials	14.8	14.8	15.4
Health Care	13.6	13.6	13.0
Industrials	10.3	10.3	10.8
Information
Technology	20.8	20.8	20.0
Materials	2.8	2.8	3.3
Real Estate	2.9	2.9	4.1
Telecommunication
Services	2.7	2.7	2.4
Utilities	3.2	3.2	3.2


Volatility Measures
		DJ
		U.S. Total
	S&P 500	Market
	Index	FA Index
R-Squared	1.00	0.99
Beta	1.00	0.97
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.	Technology
	Hardware, Storage &
	Peripherals	3.2%
Microsoft Corp.	Systems Software	2.5
Alphabet Inc.	Internet Software &
	Services	2.4
Exxon Mobil Corp.	Integrated Oil & Gas	1.9
Johnson & Johnson	Pharmaceuticals	1.6
Berkshire Hathaway Inc. Multi-Sector Holdings		1.6
JPMorgan Chase & Co.	Diversified Banks	1.6
Amazon.com Inc.	Internet & Direct
	Marketing Retail	1.5
General Electric Co.	Industrial
	Conglomerates	1.4
Facebook Inc.	Internet Software &
	Services	1.4
Top Ten		19.1%
The holdings listed exclude any temporary cash investments and equity index products.

1 The expense ratios shown are from the prospectus dated April 27, 2016, and represent estimated costs for the current fiscal year. For the fiscal
year ended December 31, 2016, the expense ratios were 0.14% for Investor Shares, 0.04% for ETF Shares, 0.04% for Admiral Shares, and 0.01% for
Institutional Select Shares (annualized since inception).

500 Index Fund

Investment Focus

500 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.

Cumulative Performance: December 31, 2006, Through December 31, 2016
Initial Investment of $10,000


		Average Annual Total Returns
		Periods Ended December 31, 2016
					Final Value
		One	Five	Ten	of a $10,000
		Year	Years	Years	Investment
	500 Index Fund*Investor Shares	11.82%	14.49%	6.82%	$19,352
• • • • • • •^•	S&P 500 Index	11.96	14.66	6.95	19,572
– – – –	Large-Cap Core Funds Average	9.92	12.92	5.63	17,288
	Dow Jones U.S. Total Stock Market
	Float Adjusted Index	12.62	14.59	7.18	20,003
Large-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.


			Since	Final Value
	One	Five	Inception	of a $10,000
	Year	Years	(9/7/2010)	Investment
500 Index Fund
ETF Shares Net Asset Value	11.93%	14.62%	14.42%	$23,409
S&P 500 Index	11.96	14.66	14.45	23,457
Dow Jones U.S. Total Stock Market Float
Adjusted Index	12.62	14.59	14.43	23,431
"Since Inception" performance is calculated from the ETF Shares’ inception date for both the fund and its comparative standards.

See Financial Highlights for dividend and capital gains information.

500 Index Fund


	Average Annual Total Returns
	Periods Ended December 31, 2016

				Final Value
	One	Five	Ten	of a $10,000
	Year	Years	Years	Investment
500 Index Fund Admiral Shares	11.93%	14.62%	6.94%	$19,560
S&P 500 Index	11.96	14.66	6.95	19,572
Dow Jones U.S. Total Stock Market Float
Adjusted Index	12.62	14.59	7.18	20,003


	Since	Final Value
	Inception	of a $5,000,000,000
	(6/24/2016)	Investment
500 Index Fund Institutional Select Shares	11.12%	$5,556,006,017
S&P 500 Index	11.11	5,555,696,904
Dow Jones U.S. Total Stock Market Float
Adjusted Index	11.96	5,598,236,534
"Since Inception" performance is calculated from the Institutional Select Shares’ inception date for both the fund and its comparative standards.


Cumulative Returns of ETF Shares: September 7, 2010, Through December 31, 2016
			Since
	One	Five	Inception
	Year	Years	(9/7/2010)
500 Index Fund ETF Shares Market Price	12.04%	98.00%	134.27%
500 Index Fund ETF Shares Net Asset Value	11.93	97.85	134.09
S&P 500 Index	11.96	98.18	134.57
"Since Inception" performance is calculated from the ETF Shares’ inception date for both the fund and its comparative standards.

Fiscal-Year Total Returns (%): December 31, 2006, Through December 31, 2016

500 Index Fund

Financial Statements

Statement of Net Assets
As of December 31, 2016

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
Consumer Discretionary (12.0%)
*	Amazon.com Inc.	5,765,107	4,323,081
	Comcast Corp. Class A	34,840,084	2,405,708
	Home Depot Inc.	17,806,958	2,387,557
	Walt Disney Co.	21,402,585	2,230,577
	McDonald’s Corp.	12,139,317	1,477,598
	Starbucks Corp.	21,274,817	1,181,178
	Time Warner Inc.	11,272,300	1,088,115
*	Priceline Group Inc.	721,340	1,057,528
	NIKE Inc. Class B	19,532,079	992,816
*	Charter Communications
	Inc. Class A	3,165,265	911,343
	Lowe’s Cos. Inc.	12,715,384	904,318
*	Netflix Inc.	6,273,236	776,627
	TJX Cos. Inc.	9,529,440	715,947
	General Motors Co.	20,277,393	706,464
	Ford Motor Co.	57,052,235	692,044
	Target Corp.	8,210,792	593,065
	Twenty-First Century
	Fox Inc. Class A	15,477,758	433,996
	Marriott International
	Inc. Class A	4,680,512	386,985
*	O’Reilly Automotive Inc.	1,380,817	384,433
	Ross Stores Inc.	5,797,198	380,296
	CBS Corp. Class B	5,729,867	364,534
*	AutoZone Inc.	421,883	333,199
	Yum! Brands Inc.	5,096,724	322,775
	Carnival Corp.	6,129,683	319,111
	Newell Brands Inc.	7,051,694	314,858
	Omnicom Group Inc.	3,448,101	293,468
	Dollar General Corp.	3,715,329	275,194
	Delphi Automotive plc	3,959,118	266,647
*	Dollar Tree Inc.	3,450,919	266,342
	VF Corp.	4,837,988	258,107
	L Brands Inc.	3,511,334	231,186
*	Ulta Salon Cosmetics
	& Fragrance Inc.	857,052	218,497
	Genuine Parts Co.	2,174,320	207,734


	Royal Caribbean Cruises
	Ltd.	2,446,674	200,725
	Expedia Inc.	1,765,336	199,977
	Whirlpool Corp.	1,097,908	199,567
	Twenty-First Century
	Fox Inc.	7,120,145	194,024
*	Mohawk Industries Inc.	921,566	184,018
	Advance Auto Parts Inc.	1,076,626	182,079
^{*,^}	CarMax Inc.	2,782,273	179,150
	Viacom Inc. Class B	5,077,954	178,236
	Best Buy Co. Inc.	3,991,139	170,302
	Macy’s Inc.	4,468,275	160,009
*	Chipotle Mexican Grill
	Inc. Class A	423,207	159,684
	Harley-Davidson Inc.	2,583,966	150,749
	Tractor Supply Co.	1,918,269	145,424
	Coach Inc.	4,098,343	143,524
	Foot Locker Inc.	1,977,735	140,202
	Mattel Inc.	5,000,760	137,771
*	LKQ Corp.	4,494,477	137,756
	Interpublic Group of
	Cos. Inc.	5,803,542	135,861
	DR Horton Inc.	4,961,841	135,607
	Darden Restaurants Inc.	1,799,466	130,857
	Hasbro Inc.	1,641,684	127,707
	Kohl’s Corp.	2,579,446	127,373
	Lennar Corp. Class A	2,872,051	123,297
	Tiffany & Co.	1,564,314	121,125
	Wyndham Worldwide
	Corp.	1,575,324	120,307
	Hanesbrands Inc.	5,524,616	119,166
	Goodyear Tire & Rubber
	Co.	3,814,813	117,763
	BorgWarner Inc.	2,926,872	115,436
	Harman International
	Industries Inc.	1,019,015	113,274
	PVH Corp.	1,158,739	104,565
*	Michael Kors Holdings
	Ltd.	2,400,888	103,190
^	Wynn Resorts Ltd.	1,160,037	100,355

500 Index Fund


			Market
			Value^•
		Shares	($000)
	Scripps Networks
	Interactive Inc. Class A	1,391,838	99,335
	Signet Jewelers Ltd.	1,017,055	95,868
	Leggett & Platt Inc.	1,953,758	95,500
	Bed Bath & Beyond Inc.	2,222,332	90,316
*	Discovery
	Communications Inc.	3,220,933	86,257
	Staples Inc.	9,511,647	86,080
	News Corp. Class A	7,251,539	83,103
^	Garmin Ltd.	1,680,289	81,477
^	Nordstrom Inc.	1,698,211	81,395
	PulteGroup Inc.	4,351,078	79,973
^{*,^}	Under Armour Inc.
	Class A	2,685,229	78,006
*	TripAdvisor Inc.	1,670,509	77,461
	Ralph Lauren Corp.
	Class A	823,420	74,371
^	Gap Inc.	3,207,181	71,969
^	H&R Block Inc.	3,027,345	69,599
*	Under Armour Inc.	2,701,894	68,007
	TEGNA Inc.	3,130,614	66,964
*	Discovery
	Communications Inc.
	Class A	2,224,599	60,976
*	AutoNation Inc.	960,141	46,711
*	Urban Outfitters Inc.	1,291,676	36,787
	News Corp. Class B	147,500	1,740
			33,892,303
Consumer Staples (9.3%)
	Procter & Gamble Co.	39,117,176	3,288,972
	Coca-Cola Co.	56,741,562	2,352,505
	PepsiCo Inc.	20,964,669	2,193,533
	Philip Morris
	International Inc.	22,677,509	2,074,765
	Altria Group Inc.	28,508,817	1,927,766
	Wal-Mart Stores Inc.	22,012,467	1,521,502
	CVS Health Corp.	15,589,031	1,230,131
	Walgreens Boots
	Alliance Inc.	12,509,894	1,035,319
	Costco Wholesale Corp.	6,389,858	1,023,080
	Mondelez International
	Inc. Class A	22,576,082	1,000,798
	Colgate-Palmolive Co.	12,992,922	850,257
	Kraft Heinz Co.	8,719,035	761,346
	Reynolds American Inc.	12,088,378	677,433
	Kimberly-Clark Corp.	5,235,445	597,469
	General Mills Inc.	8,644,899	533,995
	Kroger Co.	13,801,819	476,301
	Sysco Corp.	7,355,462	407,272
	Constellation Brands Inc.
	Class A	2,597,862	398,278
	Archer-Daniels-Midland
	Co.	8,411,105	383,967
	Kellogg Co.	3,693,341	272,236
*	Monster Beverage Corp.	5,925,980	262,758


Molson Coors Brewing
Co. Class B	2,693,903	262,144
Tyson Foods Inc.
Class A	4,247,731	262,000
Estee Lauder Cos. Inc.
Class A	3,249,110	248,525
Dr Pepper Snapple
Group Inc.	2,685,436	243,489
Conagra Brands Inc.	6,078,816	240,417
Clorox Co.	1,882,036	225,882
JM Smucker Co.	1,702,110	217,972
Hershey Co.	2,038,976	210,891
Mead Johnson Nutrition
Co.	2,700,095	191,059
Campbell Soup Co.	2,832,335	171,271
Church & Dwight Co. Inc.	3,780,454	167,058
McCormick & Co. Inc.	1,674,705	156,300
Whole Foods Market Inc.	4,654,422	143,170
Hormel Foods Corp.	3,944,645	137,313
Coty Inc. Class A	6,873,139	125,847
Brown-Forman Corp.
Class B	2,666,137	119,763
		26,392,784
Energy (7.5%)
Exxon Mobil Corp.	60,615,771	5,471,179
Chevron Corp.	27,595,116	3,247,945
Schlumberger Ltd.	20,337,952	1,707,371
ConocoPhillips	18,111,980	908,135
EOG Resources Inc.	8,426,617	851,931
Occidental Petroleum
Corp.	11,170,875	795,701
Halliburton Co.	12,636,421	683,504
Kinder Morgan Inc.	28,063,971	581,205
Anadarko Petroleum
Corp.	8,169,980	569,693
Phillips 66	6,471,663	559,216
Valero Energy Corp.	6,617,021	452,075
Pioneer Natural
Resources Co.	2,481,005	446,755
Spectra Energy Corp.	10,254,802	421,370
Baker Hughes Inc.	6,180,297	401,534
Marathon Petroleum
Corp.	7,715,531	388,477
Apache Corp.	5,546,532	352,038
Devon Energy Corp.	7,653,925	349,555
Williams Cos. Inc.	9,987,844	311,021
* Concho resources Inc.	2,134,950	283,094
Hess Corp.	3,898,093	242,812
Noble Energy Inc.	6,266,497	238,503
Marathon Oil Corp.	12,384,437	214,375
National Oilwell Varco
Inc.	5,520,926	206,703
Cimarex Energy Co.	1,388,223	188,660
ONEOK Inc.	3,077,422	176,675
EQT Corp.	2,525,336	165,157

500 Index Fund


			Market
			Value^•
		Shares	($000)
	Cabot Oil & Gas Corp.	6,799,561	158,838
	Tesoro Corp.	1,708,493	149,408
^	Helmerich & Payne Inc.	1,581,364	122,398
*	FMC Technologies Inc.	3,299,327	117,225
*	Newfield Exploration Co.	2,883,209	116,770
	Range Resources Corp.	2,745,674	94,341
^{*,^}	Transocean Ltd.	5,691,335	83,890
*	Southwestern Energy Co.	7,171,951	77,601
*	Chesapeake Energy
	Corp.	10,893,345	76,471
	Murphy Oil Corp.	2,366,274	73,662
			21,285,288
Financials (14.8%)
	JPMorgan Chase & Co.	52,306,428	4,513,522
*	Berkshire Hathaway Inc.
	Class B	26,227,976	4,274,635
	Wells Fargo & Co.	66,073,771	3,641,325
	Bank of America Corp.	147,714,160	3,264,483
	Citigroup Inc.	41,656,820	2,475,665
	Goldman Sachs Group
	Inc.	5,405,851	1,294,431
	US Bancorp	23,354,646	1,199,728
	American International
	Group Inc.	14,263,674	931,561
	Chubb Ltd.	6,802,207	898,708
	Morgan Stanley	21,080,064	890,633
	MetLife Inc.	16,066,967	865,849
	American Express Co.	11,238,424	832,542
	PNC Financial Services
	Group Inc.	7,111,544	831,766
	Bank of New York
	Mellon Corp.	15,455,870	732,299
	Charles Schwab Corp.	17,634,462	696,032
	BlackRock Inc.	1,776,795	676,142
	Prudential Financial Inc.	6,285,682	654,088
	Capital One Financial
	Corp.	7,050,201	615,059
	CME Group Inc.	4,960,575	572,202
	BB&T Corp.	11,861,271	557,717
	Marsh & McLennan
	Cos. Inc.	7,536,898	509,419
	Travelers Cos. Inc.	4,152,293	508,324
	Intercontinental
	Exchange Inc.	8,707,445	491,274
	Aon plc	3,845,859	428,929
	Synchrony Financial	11,463,363	415,776
	Discover Financial
	Services	5,765,395	415,627
	Aflac Inc.	5,965,561	415,203
	State Street Corp.	5,300,271	411,937
	S&P Global Inc.	3,787,526	407,311
	Allstate Corp.	5,382,886	398,979
	SunTrust Banks Inc.	7,174,401	393,516
	M&T Bank Corp.	2,266,469	354,544
	Progressive Corp.	8,482,789	301,139


	Fifth Third Bancorp	11,045,464	297,896
	KeyCorp	15,797,801	288,626
	Northern Trust Corp.	3,111,354	277,066
	T. Rowe Price Group Inc.	3,558,459	267,810
	Citizens Financial Group
	Inc.	7,482,596	266,605
	Hartford Financial
	Services Group Inc.	5,521,669	263,107
	Regions Financial Corp.	17,994,356	258,399
	Ameriprise Financial Inc.	2,310,295	256,304
*	Berkshire Hathaway Inc.
	Class A	1,034	252,421
	Willis Towers Watson
	plc	1,878,985	229,762
	Moody’s Corp.	2,431,600	229,227
	Principal Financial
	Group Inc.	3,910,971	226,289
	Lincoln National Corp.	3,341,134	221,417
	Huntington Bancshares
	Inc.	15,858,958	209,655
	Franklin Resources Inc.	5,071,951	200,748
	Loews Corp.	4,038,999	189,146
	Invesco Ltd.	5,971,648	181,180
	Comerica Inc.	2,518,133	171,510
	Cincinnati Financial Corp.	2,191,536	166,009
	Unum Group	3,393,098	149,059
	XL Group Ltd.	3,932,785	146,536
*	E*TRADE Financial Corp.	4,002,301	138,680
	Arthur J Gallagher & Co.	2,601,107	135,153
	Zions Bancorporation	2,977,954	128,171
	Torchmark Corp.	1,613,120	118,984
*	Affiliated Managers
	Group Inc.	801,367	116,439
	Nasdaq Inc.	1,666,294	111,842
	Leucadia National Corp.	4,736,312	110,119
	People’s United
	Financial Inc.	4,551,999	88,127
	Assurant Inc.	833,422	77,392
	Navient Corp.	4,429,667	72,779
			41,716,823
Health Care (13.6%)
	Johnson & Johnson	39,768,304	4,581,706
	Pfizer Inc.	88,706,323	2,881,181
	Merck & Co. Inc.	40,303,465	2,372,665
	UnitedHealth Group Inc.	13,913,539	2,226,723
	Amgen Inc.	10,874,522	1,589,964
	AbbVie Inc.	23,755,510	1,487,570
	Medtronic plc	20,070,973	1,429,655
	Bristol-Myers Squibb
	Co.	24,429,744	1,427,674
	Gilead Sciences Inc.	19,258,427	1,379,096
*	Celgene Corp.	11,331,851	1,311,662
*	Allergan plc	5,482,889	1,151,462
	Eli Lilly & Co.	14,200,872	1,044,474
*	Biogen Inc.	3,180,498	901,926

500 Index Fund


			Market
			Value^•
		Shares	($000)
	Abbott Laboratories	21,522,037	826,661
	Thermo Fisher Scientific
	Inc.	5,774,348	814,761
	Danaher Corp.	8,897,809	692,605
	Aetna Inc.	5,129,392	636,096
*	Express Scripts Holding
	Co.	9,013,666	620,050
	Anthem Inc.	3,850,850	553,637
	Stryker Corp.	4,543,175	544,318
	Becton Dickinson and
	Co.	3,103,652	513,810
	Cigna Corp.	3,753,018	500,615
	McKesson Corp.	3,304,862	464,168
	Humana Inc.	2,179,505	444,684
*	Boston Scientific Corp.	19,904,889	430,543
*	Regeneron
	Pharmaceuticals Inc.	1,105,094	405,669
*	Alexion Pharmaceuticals
	Inc.	3,278,092	401,075
	Zoetis Inc.	7,218,754	386,420
*	Intuitive Surgical Inc.	566,381	359,182
	Cardinal Health Inc.	4,678,630	336,721
	St. Jude Medical Inc.	4,176,563	334,919
	Baxter International Inc.	7,155,792	317,288
*	HCA Holdings Inc.	4,272,171	316,226
	Zimmer Biomet
	Holdings Inc.	2,928,007	302,170
*	Edwards Lifesciences
	Corp.	3,125,470	292,857
*	Illumina Inc.	2,147,364	274,948
*	Vertex Pharmaceuticals
	Inc.	3,625,773	267,111
*	Mylan NV	6,727,000	256,635
	CR Bard Inc.	1,074,811	241,467
	Agilent Technologies Inc.	4,741,767	216,035
*	Cerner Corp.	4,416,792	209,223
	Dentsply Sirona Inc.	3,374,958	194,836
*	Laboratory Corp. of
	America Holdings	1,505,669	193,298
	AmerisourceBergen
	Corp. Class A	2,445,181	191,189
	Quest Diagnostics Inc.	2,026,689	186,253
*	Henry Schein Inc.	1,176,636	178,507
	Perrigo Co. plc	2,095,853	174,438
*	Hologic Inc.	4,066,958	163,166
*	Mettler-Toledo
	International Inc.	383,582	160,552
*	Waters Corp.	1,177,855	158,292
*	DaVita Inc.	2,308,360	148,197
*	Centene Corp.	2,498,086	141,167
	Universal Health
	Services Inc. Class B	1,310,766	139,439
	Cooper Cos. Inc.	712,525	124,642
*	Varian Medical Systems
	Inc.	1,365,496	122,594


*	Envision Healthcare
	Corp.	1,714,723	108,525
	PerkinElmer Inc.	1,601,363	83,511
*	Mallinckrodt plc	1,547,692	77,106
	Patterson Cos. Inc.	1,218,071	49,977
*	Endo International plc	2,899,645	47,757
			38,389,098
Industrials (10.2%)
	General Electric Co. 129,315,198		4,086,360
	3M Co.	8,792,077	1,570,001
	Boeing Co.	8,390,148	1,306,178
	Honeywell International
	Inc.	11,140,592	1,290,638
	Union Pacific Corp.	12,046,779	1,249,010
	United Technologies
	Corp.	11,193,925	1,227,078
	United Parcel Service
	Inc. Class B	10,076,997	1,155,227
	Lockheed Martin Corp.	3,683,076	920,548
	Caterpillar Inc.	8,552,550	793,163
	General Dynamics Corp.	4,184,346	722,469
	FedEx Corp.	3,574,071	665,492
	Raytheon Co.	4,292,446	609,527
	Northrop Grumman Corp.	2,576,587	599,263
	Illinois Tool Works Inc.	4,617,828	565,499
	Johnson Controls
	International plc	13,692,850	564,009
	Delta Air Lines Inc.	10,764,367	529,499
	Emerson Electric Co.	9,395,996	523,827
	CSX Corp.	13,692,064	491,956
	Norfolk Southern Corp.	4,267,649	461,205
	Southwest Airlines Co.	8,998,779	448,499
	Eaton Corp. plc	6,602,884	442,987
	Deere & Co.	4,228,548	435,710
	Waste Management Inc.	5,944,337	421,513
	American Airlines Group
	Inc.	7,573,882	353,625
	PACCAR Inc.	5,124,106	327,430
	Cummins Inc.	2,253,677	308,010
*	United Continental
	Holdings Inc.	4,220,651	307,601
	Ingersoll-Rand plc	3,776,318	283,375
	Parker-Hannifin Corp.	1,950,029	273,004
	Roper Technologies Inc.	1,482,747	271,461
	Stanley Black & Decker
	Inc.	2,202,746	252,633
	Rockwell Automation
	Inc.	1,874,474	251,929
	Fortive Corp.	4,396,974	235,810
	Equifax Inc.	1,750,852	207,003
	Nielsen Holdings plc	4,911,611	206,042
	Fastenal Co.	4,225,051	198,493
	Republic Services Inc.
	Class A	3,379,086	192,777
	Textron Inc.	3,949,895	191,807

500 Index Fund


			Market
			Value^•
		Shares	($000)
^	WW Grainger Inc.	801,123	186,061
*	Verisk Analytics Inc.
	Class A	2,276,349	184,771
	TransDigm Group Inc.	733,004	182,489
	Rockwell Collins Inc.	1,904,143	176,628
	L-3 Communications
	Holdings Inc.	1,129,461	171,802
	Dover Corp.	2,270,761	170,148
	AMETEK Inc.	3,383,012	164,414
	Alaska Air Group Inc.	1,801,998	159,891
	Masco Corp.	4,798,953	151,743
	CH Robinson Worldwide
	Inc.	2,070,060	151,653
	Acuity Brands Inc.	644,462	148,781
	Cintas Corp.	1,257,577	145,326
	Snap-on Inc.	848,127	145,259
	Expeditors International
	of Washington Inc.	2,636,685	139,639
	Pentair plc	2,444,577	137,067
	Kansas City Southern	1,572,617	133,437
*	United Rentals Inc.	1,231,067	129,976
	Xylem Inc.	2,622,032	129,843
	JB Hunt Transport
	Services Inc.	1,279,143	124,166
	Fortune Brands Home &
	Security Inc.	2,255,336	120,570
	Arconic Inc.	6,408,658	118,817
	Fluor Corp.	2,035,993	106,930
*	Jacobs Engineering
	Group Inc.	1,765,037	100,607
*	Stericycle Inc.	1,243,456	95,796
	Robert Half International
	Inc.	1,884,003	91,902
	Flowserve Corp.	1,907,078	91,635
	Allegion plc	1,402,331	89,749
*	Quanta Services Inc.	2,210,040	77,020
	Dun & Bradstreet Corp.	537,686	65,232
	Ryder System Inc.	781,093	58,145
	Pitney Bowes Inc.	2,715,696	41,251
			28,931,406
Information Technology (20.7%)
	Apple Inc.	77,947,003	9,027,822
	Microsoft Corp.	113,658,975	7,062,769
*	Facebook Inc. Class A	34,217,885	3,936,768
*	Alphabet Inc. Class A	4,328,192	3,429,876
*	Alphabet Inc.	4,338,297	3,348,384
	Intel Corp.	69,273,914	2,512,565
	Cisco Systems Inc.	73,377,992	2,217,483
	Visa Inc. Class A	27,300,101	2,129,954
	International Business
	Machines Corp.	12,648,515	2,099,527
	Oracle Corp.	43,810,611	1,684,518
	Mastercard Inc. Class A	13,914,035	1,436,624
	QUALCOMM Inc.	21,588,941	1,407,599
	Texas Instruments Inc.	14,610,344	1,066,117


	Accenture plc Class A	9,067,602	1,062,088
	Broadcom Ltd.	5,808,364	1,026,744
	NVIDIA Corp.	7,879,050	841,010
*	Adobe Systems Inc.	7,268,378	748,279
	Automatic Data
	Processing Inc.	6,595,184	677,853
*	PayPal Holdings Inc.	16,403,936	647,463
*	salesforce.com Inc.	9,331,322	638,822
	Hewlett Packard
	Enterprise Co.	24,353,360	563,537
	Applied Materials Inc.	15,800,456	509,881
*	Cognizant Technology
	Solutions Corp.
	Class A	8,868,730	496,915
*	Yahoo! Inc.	12,831,543	496,196
*	eBay Inc.	15,197,823	451,223
	Intuit Inc.	3,564,366	408,512
	HP Inc.	25,009,348	371,139
	Fidelity National
	Information Services
	Inc.	4,798,016	362,922
	Activision Blizzard Inc.	9,995,076	360,922
	TE Connectivity Ltd.	5,194,385	359,867
*	Electronic Arts Inc.	4,411,041	347,414
	Corning Inc.	13,904,879	337,471
*	Fiserv Inc.	3,172,936	337,220
*	Micron Technology Inc.	15,088,527	330,740
	Analog Devices Inc.	4,504,879	327,144
	Amphenol Corp.
	Class A	4,509,395	303,031
	Paychex Inc.	4,705,093	286,446
	Western Digital Corp.	4,173,011	283,556
	Lam Research Corp.	2,380,278	251,667
	Xilinx Inc.	3,691,149	222,835
	Linear Technology Corp.	3,513,526	219,068
	Symantec Corp.	9,113,146	217,713
*	Autodesk Inc.	2,862,906	211,884
*	Citrix Systems Inc.	2,279,915	203,619
	Skyworks Solutions Inc.	2,716,167	202,789
	Microchip Technology
	Inc.	3,157,837	202,575
	Motorola Solutions Inc.	2,425,986	201,090
	Alliance Data Systems
	Corp.	844,297	192,922
	Harris Corp.	1,816,886	186,176
*	Red Hat Inc.	2,625,321	182,985
	KLA-Tencor Corp.	2,285,398	179,815
*	Akamai Technologies Inc.	2,533,348	168,924
	Seagate Technology plc	4,305,291	164,333
	Juniper Networks Inc.	5,559,603	157,114
	Global Payments Inc.	2,246,618	155,938
	Western Union Co.	7,088,162	153,955
	CA Inc.	4,580,856	145,534
	NetApp Inc.	4,025,459	141,978
*	F5 Networks Inc.	954,662	138,159

500 Index Fund


			Market
			Value^•
		Shares	($000)
	Total System Services
	Inc.	2,418,150	118,562
	Xerox Corp.	12,448,304	108,674
^{*,^}	VeriSign Inc.	1,329,809	101,159
*	Qorvo Inc.	1,867,006	98,447
	FLIR Systems Inc.	1,989,943	72,016
	CSRA Inc.	2,125,949	67,690
*	Teradata Corp.	1,898,225	51,575
^{*,^}	First Solar Inc.	1,138,813	36,544
*	Conduent Inc.	8,261	123
			58,492,264
Materials (2.8%)
	Dow Chemical Co.	16,392,150	937,959
	EI du Pont de Nemours
	& Co.	12,707,932	932,762
	Monsanto Co.	6,402,371	673,593
	Praxair Inc.	4,171,759	488,888
	Air Products &
	Chemicals Inc.	3,177,563	456,997
	Ecolab Inc.	3,835,669	449,617
	LyondellBasell Industries
	NV Class A	4,884,888	419,026
	PPG Industries Inc.	3,859,049	365,684
	International Paper Co.	6,011,070	318,947
	Sherwin-Williams Co.	1,181,572	317,536
	Nucor Corp.	4,655,563	277,099
	Newmont Mining Corp.	7,758,431	264,330
	Vulcan Materials Co.	1,934,080	242,050
*	Freeport-McMoRan Inc.	18,312,598	241,543
	Martin Marietta
	Materials Inc.	927,722	205,518
	Ball Corp.	2,555,300	191,826
	WestRock Co.	3,670,651	186,359
	Eastman Chemical Co.	2,145,216	161,342
	Mosaic Co.	5,119,772	150,163
	Albemarle Corp.	1,644,225	141,535
	International Flavors
	& Fragrances Inc.	1,160,931	136,793
	Sealed Air Corp.	2,825,362	128,102
	FMC Corp.	1,956,125	110,638
	CF Industries Holdings
	Inc.	3,407,956	107,282
	Avery Dennison Corp.	1,301,132	91,366
			7,996,955
Real Estate (2.9%)
	Simon Property Group
	Inc.	4,593,416	816,112
	American Tower
	Corporation	6,222,629	657,607
	Public Storage	2,180,387	487,316
	Crown Castle
	International Corp.	5,271,245	457,386
	Prologis Inc.	7,727,213	407,920
	Equinix Inc.	1,043,457	372,942


	AvalonBay Communities
	Inc.	2,007,410	355,613
	Welltower Inc.	5,299,391	354,688
	Equity Residential	5,345,183	344,016
	Weyerhaeuser Co.	10,935,051	329,036
	Ventas Inc.	5,176,298	323,622
	Boston Properties Inc.	2,247,867	282,737
	Vornado Realty Trust	2,513,993	262,385
	Digital Realty Trust Inc.	2,323,395	228,297
	Essex Property Trust Inc.	957,680	222,661
	Realty Income Corp.	3,780,173	217,284
	General Growth
	Properties Inc.	8,535,762	213,223
	Host Hotels & Resorts
	Inc.	10,815,220	203,759
	HCP Inc.	6,835,066	203,138
	Mid-America Apartment
	Communities Inc.	1,659,481	162,496
	SL Green Realty Corp.	1,481,091	159,291
	Kimco Realty Corp.	6,212,861	156,316
	Federal Realty
	Investment Trust	1,049,518	149,147
	UDR Inc.	3,906,653	142,515
	Extra Space Storage Inc.	1,838,889	142,036
*	CBRE Group Inc. Class A	4,388,303	138,188
	Macerich Co.	1,764,789	125,018
	Iron Mountain Inc.	3,581,296	116,320
	Apartment Investment
	& Management Co.	2,293,779	104,252
*	Quality Care Properties
	Inc.	2	—
			8,135,321
Telecommunication Services (2.7%)
	AT&T Inc.	89,768,284	3,817,845
	Verizon
	Communications Inc.	59,591,701	3,181,005
*	Level 3
	Communications Inc.	4,261,770	240,193
	CenturyLink Inc.	7,991,449	190,037
^	Frontier
	Communications Corp.	17,147,740	57,960
			7,487,040
Utilities (3.2%)
	NextEra Energy Inc.	6,830,494	815,971
	Duke Energy Corp.	10,070,787	781,695
	Southern Co.	14,325,610	704,677
	Dominion Resources
	Inc.	9,161,824	701,704
	Exelon Corp.	13,496,340	478,985
	American Electric Power
	Co. Inc.	7,187,936	452,552
	PG&E Corp.	7,391,813	449,200
	Sempra Energy	3,655,291	367,868
	Edison International	4,762,766	342,872

500 Index Fund


			Market
			Value^•
		Shares	($000)
	PPL Corp.	9,934,804	338,280
	Consolidated Edison Inc.	4,454,416	328,201
	Public Service Enterprise
	Group Inc.	7,395,114	324,498
	Xcel Energy Inc.	7,425,523	302,219
	WEC Energy Group Inc.	4,613,846	270,602
	DTE Energy Co.	2,623,030	258,395
	Eversource Energy	4,637,007	256,102
	FirstEnergy Corp.	6,223,575	192,744
	Entergy Corp.	2,618,588	192,388
	American Water Works
	Co. Inc.	2,602,074	188,286
	Ameren Corp.	3,546,917	186,071
	CMS Energy Corp.	4,078,895	169,764
	CenterPoint Energy Inc.	6,295,908	155,131
	SCANA Corp.	2,089,072	153,087
	Pinnacle West Capital
	Corp.	1,626,700	126,931
	Alliant Energy Corp.	3,324,743	125,975
	AES Corp.	9,636,007	111,970
	NiSource Inc.	4,717,983	104,456
	NRG Energy Inc.	4,610,893	56,530
			8,937,154
Total Common Stocks
(Cost $183,198,782)			281,656,436
Temporary Cash Investments (0.4%)¹
Money Market Fund (0.4%)
^2,3	Vanguard Market
	Liquidity Fund, 0.823%	11,877,185	1,187,838

		Face
		Amount
		($000)
U.S. Government and Agency Obligations (0.0%)
^4,5	Federal Home Loan
	Bank Discount Notes,
	0.390%, 2/1/17	20,000	19,992
5	United States Treasury Bill,
	0.287%–0.314%, 1/5/17	21,700	21,700
5	United States Treasury Bill,
	0.360%, 1/12/17	5,000	4,999
5	United States Treasury Bill,
	0.395%, 2/2/17	18,400	18,394
	United States Treasury Bill,
	0.574%, 5/11/17	5,000	4,989
			70,074
Total Temporary Cash Investments
(Cost $1,257,834)			1,257,912
Total Investments (100.1%)
(Cost $184,456,616)			282,914,348


	Amount
	($000)
Other Assets and Liabilities (-0.1%)
Other Assets
Investment in Vanguard	20,425
Receivables for Investment Securities Sold 324,026
Receivables for Accrued Income	357,116
Receivables for Capital Shares Issued	214,160
Other Assets	1,742
Total Other Assets	917,469
Liabilities
Payables for Investment Securities
Purchased	(146,313)
Collateral for Securities on Loan	(202,819)
Payables for Capital Shares Redeemed	(760,360)
Payables to Vanguard	(152,089)
Other Liabilities	(4,231)
Total Liabilities	(1,265,812)
Net Assets (100%)	282,566,005


At December 31, 2016, net assets consisted of:
	Amount
	($000)
Paid-in Capital	185,039,327
Overdistributed Net Investment Income	(86,968)
Accumulated Net Realized Losses	(835,353)
Unrealized Appreciation (Depreciation)
Investment Securities	98,457,732
Futures Contracts	(8,733)
Net Assets	282,566,005


Investor Shares—Net Assets
Applicable to 129,018,721 outstanding
$.001 par value shares of beneficial
interest (unlimited authorization)	26,651,900
Net Asset Value Per Share—
Investor Shares	$206.57


ETF Shares—Net Assets
Applicable to 276,337,665 outstanding
$.001 par value shares of beneficial
interest (unlimited authorization)	56,648,348
Net Asset Value Per Share—
ETF Shares	$205.00

500 Index Fund


	Amount
	($000)
Admiral Shares—Net Assets
Applicable to 878,703,399 outstanding
$.001 par value shares of beneficial
interest (unlimited authorization)	181,512,810
Net Asset Value Per Share—
Admiral Shares	$206.57


Institutional Select Shares—Net Assets
Applicable to 162,202,969 outstanding
$.001 par value shares of beneficial
interest (unlimited authorization)	17,752,947
Net Asset Value Per Share—
Institutional Select Shares	$109.45

• See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $195,363,000.
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 0.0%, 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 $202,819,000 of collateral received for securities on loan.
4 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.
5 Securities with a value of $45,648,000 have been segregated as initial margin for open futures contracts.
See accompanying Notes, which are an integral part of the Financial Statements.

500 Index Fund

Statement of Operations


	Year Ended
	December 31, 2016
	($000)
Investment Income
Income
Dividends	5,377,984
Interest¹	5,688
Securities Lending—Net	10,115
Total Income	5,393,787
Expenses
The Vanguard Group—Note B
Investment Advisory Services	13,308
Management and Administrative—Investor Shares	29,108
Management and Administrative—ETF Shares	13,138
Management and Administrative—Admiral Shares	46,784
Management and Administrative—Institutional Select Shares	159
Marketing and Distribution—Investor Shares	5,250
Marketing and Distribution—ETF Shares	3,680
Marketing and Distribution—Admiral Shares	13,348
Marketing and Distribution—Institutional Select Shares	1
Custodian Fees	1,757
Auditing Fees	43
Shareholders’ Reports—Investor Shares	349
Shareholders’ Reports—ETF Shares	546
Shareholders’ Reports—Admiral Shares	582
Shareholders’ Reports—Institutional Select Shares	—
Trustees’ Fees and Expenses	185
Total Expenses	128,238
Net Investment Income	5,265,549
Realized Net Gain (Loss)
Investment Securities Sold¹	6,545,645
Futures Contracts	143,999
Realized Net Gain (Loss)	6,689,644
Change in Unrealized Appreciation (Depreciation)
Investment Securities	16,586,375
Futures Contracts	(20,601)
Change in Unrealized Appreciation (Depreciation)	16,565,774
Net Increase (Decrease) in Net Assets Resulting from Operations	28,520,967
1 Interest income and realized net gain (loss) from an affiliated company of the fund were $5,496,000 and $54,000, respectively.

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

500 Index Fund

Statement of Changes in Net Assets


	Year Ended December 31,
	2016	2015
	($000)	($000)
Increase (Decrease) in Net Assets
Operations
Net Investment Income	5,265,549	4,412,491
Realized Net Gain (Loss)	6,689,644	5,863,778
Change in Unrealized Appreciation (Depreciation)	16,565,774	(7,366,726)
Net Increase (Decrease) in Net Assets Resulting from Operations	28,520,967	2,909,543
Distributions
Net Investment Income
Investor Shares	(530,428)	(534,841)
ETF Shares	(1,047,723)	(728,706)
Admiral Shares	(3,539,036)	(3,127,986)
Institutional Select Shares	(141,449)	—
Realized Capital Gain
Investor Shares	—	—
ETF Shares	—	—
Admiral Shares	—	—
Institutional Select Shares	—	—
Total Distributions	(5,258,636)	(4,391,533)
Capital Share Transactions
Investor Shares	(1,863,704)	(1,787,828)
ETF Shares	11,566,096	13,021,182
Admiral Shares	13,258,093	10,808,168
Institutional Select Shares	17,071,485	—
Net Increase (Decrease) from Capital Share Transactions	40,031,970	22,041,522
Total Increase (Decrease)	63,294,301	20,559,532
Net Assets
Beginning of Period	219,271,704	198,712,172
End of Period¹	282,566,005	219,271,704
1 Net Assets—End of Period includes undistributed (overdistributed) net investment income of ($86,968,000) and ($93,881,000).

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

500 Index Fund

Financial Highlights


Investor Shares

For a Share Outstanding	Year Ended December 31,
Throughout Each Period	2016	2015	2014	2013	2012
Net Asset Value, Beginning of Period	$188.48	$189.89	$170.36	$131.37	$115.80
Investment Operations
Net Investment Income	3.997	3.775	3.326	2.956	2.709
Net Realized and Unrealized Gain (Loss)
on Investments	18.069	(1.438)	19.507	38.982	15.560
Total from Investment Operations	22.066	2.337	22.833	41.938	18.269
Distributions
Dividends from Net Investment Income	(3.976)	(3.747)	(3.303)	(2.948)	(2.699)
Distributions from Realized Capital Gains	—	—	—	—	—
Total Distributions	(3.976)	(3.747)	(3.303)	(2.948)	(2.699)
Net Asset Value, End of Period	$206.57	$188.48	$189.89	$170.36	$131.37

Total Return¹	11.82%	1.25%	13.51%	32.18%	15.82%

Ratios/Supplemental Data
Net Assets, End of Period (Millions)	$26,652	$26,092	$28,040	$27,758	$24,821
Ratio of Total Expenses to Average Net Assets	0.14%	0.16%	0.17%	0.17%	0.17%
Ratio of Net Investment Income to
Average Net Assets	2.05%	2.00%	1.88%	1.95%	2.13%
Portfolio Turnover Rate²	4%	3%	3%	3%	3%

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.
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.

500 Index Fund

Financial Highlights


ETF Shares

For a Share Outstanding	Year Ended December 31,
Throughout Each Period	2016	2015	2014	2013¹	2012¹
Net Asset Value, Beginning of Period	$187.05	$188.45	$169.07	$130.38	$114.92
Investment Operations
Net Investment Income	4.155	3.958	3.518	3.117	2.846
Net Realized and Unrealized Gain (Loss)
on Investments	17.933	(1.427)	19.352	38.681	15.450
Total from Investment Operations	22.088	2.531	22.870	41.798	18.296
Distributions
Dividends from Net Investment Income	(4.138)	(3.931)	(3.490)	(3.108)	(2.836)
Distributions from Realized Capital Gains	—	—	—	—	—
Total Distributions	(4.138)	(3.931)	(3.490)	(3.108)	(2.836)
Net Asset Value, End of Period	$205.00	$187.05	$188.45	$169.07	$130.38

Total Return	11.93%	1.35%	13.63%	32.33%	15.98%

Ratios/Supplemental Data
Net Assets, End of Period (Millions)	$56,648	$40,440	$27,630	$15,037	$6,628
Ratio of Total Expenses to Average Net Assets	0.04%	0.05%	0.05%	0.05%	0.05%
Ratio of Net Investment Income to
Average Net Assets	2.15%	2.11%	2.00%	2.07%	2.25%
Portfolio Turnover Rate ²	4%	3%	3%	3%	3%

1 Adjusted to reflect a 1-for-2 reverse share split as of the close of business on October 24, 2013.
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.

500 Index Fund

Financial Highlights


Admiral Shares

For a Share Outstanding	Year Ended December 31,
Throughout Each Period	2016	2015	2014	2013	2012
Net Asset Value, Beginning of Period	$188.48	$189.89	$170.36	$131.37	$115.80
Investment Operations
Net Investment Income	4.185	3.990	3.544	3.142	2.866
Net Realized and Unrealized Gain (Loss)
on Investments	18.074	(1.439)	19.503	38.980	15.560
Total from Investment Operations	22.259	2.551	23.047	42.122	18.426
Distributions
Dividends from Net Investment Income	(4.169)	(3.961)	(3.517)	(3.132)	(2.856)
Distributions from Realized Capital Gains	—	—	—	—	—
Total Distributions	(4.169)	(3.961)	(3.517)	(3.132)	(2.856)
Net Asset Value, End of Period	$206.57	$188.48	$189.89	$170.36	$131.37

Total Return¹	11.93%	1.36%	13.64%	32.33%	15.96%

Ratios/Supplemental Data
Net Assets, End of Period (Millions)	$181,513	$152,740	$143,043	$82,357	$59,749
Ratio of Total Expenses to Average Net Assets	0.04%	0.05%	0.05%	0.05%	0.05%
Ratio of Net Investment Income to
Average Net Assets	2.15%	2.11%	2.00%	2.07%	2.25%
Portfolio Turnover Rate ²	4%	3%	3%	3%	3%

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

500 Index Fund

Financial Highlights


Institutional Select Shares
	June 24, 2016¹to
For a Share Outstanding Throughout the Period	December 31, 2016
Net Asset Value, Beginning of Period	$99.57
Investment Operations
Net Investment Income	1.200
Net Realized and Unrealized Gain (Loss) on Investments	9.859
Total from Investment Operations	11.059
Distributions
Dividends from Net Investment Income	(1.179)
Distributions from Realized Capital Gains	—
Total Distributions	(1.179)
Net Asset Value, End of Period	$109.45

Total Return	11.12%

Ratios/Supplemental Data
Net Assets, End of Period (Millions)	$17,753
Ratio of Total Expenses to Average Net Assets	0.01%²
Ratio of Net Investment Income to Average Net Assets	2.26%²
Portfolio Turnover Rate ³	4%⁴

1 Inception.
2 Annualized.
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.
4 Reflects the fund’s portfolio turnover for the fiscal year ended December 31, 2016.

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

500 Index Fund

Notes to Financial Statements

Vanguard 500 Index Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers four classes of shares: Investor Shares, ETF Shares, Admiral Shares, and Institutional Select Shares. Investor Shares are available to any investor who meets the fund’s minimum purchase requirements. ETF Shares are listed for trading on NYSE Arca; they can be purchased and sold through a broker. Admiral Shares and Institutional Select Shares are designed for investors who meet certain administrative, service, and account-size criteria. Institutional Select Shares were issued on June 24, 2016.

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. 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 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.

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. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract.

Futures contracts are valued at their quoted daily settlement prices. The aggregate settlement values 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 year ended December 31, 2016, the fund’s average investments in long and short futures contracts represented less than 1% and 0% of net assets, respectively, based on the average of aggregate settlement values at each quarter-end during the period.

500 Index Fund

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 (December 31, 2013–2016), 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. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount 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 and settled on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the absence of a default the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Net Assets for the return of the collateral, during the period the securities are on loan. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.

6. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at December 31, 2016, or at any time during the period then ended.

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. 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.

500 Index Fund

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. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. Vanguard does not require reimbursement in the current period for certain costs of operations (such as deferred compensation/benefits and risk/insurance costs); the fund’s liability for these costs of operations is included in Payables to Vanguard on the Statement of Net Assets.

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At December 31, 2016, the fund had contributed to Vanguard capital in the amount of $20,425,000, representing 0.01% of the fund’s net assets and 8.17% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, 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 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant 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 December 31, 2016, based on the inputs used to value them:


	Level 1	Level 2	Level 3
Investments	($000)	($000)	($000)
Common Stocks	281,656,436	—	—
Temporary Cash Investments	1,187,838	70,074	—
Futures Contracts—Liabilities¹	(4,223)	—	—
Total	282,840,051	70,074	—
1 Represents variation margin on the last day of the reporting period.

500 Index Fund

D. At December 31, 2016, 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 2017	9,490	1,061,077	(8,733)

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 year ended December 31, 2016, the fund realized $6,081,373,000 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.

For tax purposes, at December 31, 2016, the fund had $57,455,000 of ordinary income available for distribution. The fund used capital loss carryforwards of $587,670,000 to offset taxable capital gains realized during the year ended December 31, 2016. At December 31, 2016, the fund had available capital losses totaling $840,474,000 that may be carried forward indefinitely to offset future net capital gains. Capital loss carryforwards of $1,763,970,000 expired on December 31, 2016; accordingly, such losses have been reclassified from accumulated net realized losses to paid-in capital.

At December 31, 2016, the cost of investment securities for tax purposes was $184,456,616,000. Net unrealized appreciation of investment securities for tax purposes was $98,457,732,000, consisting of unrealized gains of $102,245,916,000 on securities that had risen in value since their purchase and $3,788,184,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the year ended December 31, 2016, the fund purchased $59,104,325,000 of investment securities and sold $19,071,086,000 of investment securities, other than temporary cash investments. Purchases and sales include $35,983,194,000 and $9,053,787,000, respectively, in connection with in-kind purchases and redemptions of the fund’s capital shares.

500 Index Fund

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


	Year Ended December 31,
	2016		2015
	Amount	Shares	Amount	Shares
	($000)	(000)	($000)	(000)
Investor Shares
Issued	3,996,733	20,796	4,224,397	22,264
Issued in Lieu of Cash Distributions	502,725	2,544	508,696	2,701
Redeemed	(6,363,162)	(32,754)	(6,520,921)	(34,197)
Net Increase (Decrease)—Investor Shares	(1,863,704)	(9,414)	(1,787,828)	(9,232)
ETF Shares
Issued	20,791,085	108,961	20,357,295	109,061
Issued in Lieu of Cash Distributions	—	—	—	—
Redeemed	(9,224,989)	(48,825)	(7,336,113)	(39,475)
Net Increase (Decrease) —ETF Shares	11,566,096	60,136	13,021,182	69,586
Admiral Shares
Issued	30,149,922	155,773	25,665,048	135,111
Issued in Lieu of Cash Distributions	3,138,593	15,855	2,791,940	14,841
Redeemed	(20,030,422)	(103,296)	(17,648,820)	(92,866)
Net Increase (Decrease) —Admiral Shares	13,258,093	68,332	10,808,168	57,086
Institutional Select Shares¹
Issued	17,224,925	163,684	—	—
Issued in Lieu of Cash Distributions	141,449	1,293	—	—
Redeemed	(294,889)	(2,774)	—	—
Net Increase (Decrease)—Institutional Select Shares	17,071,485	162,203	—	—
1 Inception was June 24, 2016, for Institutional Select Shares.

H. Management has determined that no material events or transactions occurred subsequent to December 31, 2016, that would require recognition or disclosure in these financial statements.

Report of Independent Registered
Public Accounting Firm

To the Board of Trustees of Vanguard Index Funds and the Shareholders of Vanguard 500 Index Fund:

In our opinion, the accompanying statement of net assets and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Vanguard 500 Index Fund (constituting a separate portfolio of Vanguard Index Funds, hereafter referred to as the “Fund”) at December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2016 by correspondence with the custodian and brokers and by agreement to the underlying ownership records of the transfer agent, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 13, 2017

Special 2016 tax information (unaudited) for Vanguard 500 Index Fund

This information for the fiscal year ended December 31, 2016, is included pursuant to provisions
of the Internal Revenue Code.

The fund distributed $5,258,636,000 of qualified dividend income to shareholders during the
fiscal year.

For corporate shareholders, 91.8% of investment income (dividend income plus short-term gains,
if any) qualifies for the dividends-received deduction.

Your Fund’s After-Tax Returns

This table presents returns for your fund both before and after taxes. The after-tax returns are shown in two ways: (1) assuming that an investor owned the fund during the entire period and paid taxes on the fund’s distributions, and (2) assuming that an investor paid taxes on the fund’s distributions and sold all shares at the end of each period.

The table shows returns for Investor Shares only; returns for other share classes will differ. Please note that your actual after-tax returns will depend on your tax situation and may differ from those shown. Also note that if you own the fund in a tax-deferred account, such as an individual retirement account or a 401(k) plan, this information does not apply to you. Such accounts are not subject to current taxes.

Finally, keep in mind that a fund’s performance—whether before or after taxes—does not guarantee future results.


Average Annual Total Returns: 500 Index Fund Investor Shares
Periods Ended December 31, 2016

	One	Five	Ten
	Year	Years	Years
Returns Before Taxes	11.82%	14.49%	6.82%
Returns After Taxes on Distributions	11.29	14.00	6.43
Returns After Taxes on Distributions and Sale of Fund Shares	7.09	11.62	5.47

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.


Six Months Ended December 31, 2016
	Beginning	Ending	Expenses
	Account Value	Account Value	Paid During
500 Index Fund	6/30/2016	12/31/2016	Period
Based on Actual Fund Return
Investor Shares	$1,000.00	$1,077.60	$0.63
ETF Shares	1,000.00	1,078.20	0.21
Admiral Shares	1,000.00	1,078.12	0.21
Institutional Select Shares	1,000.00	1,078.28	0.05
Based on Hypothetical 5% Yearly Return
Investor Shares	$1,000.00	$1,024.53	$0.61
ETF Shares	1,000.00	1,024.94	0.20
Admiral Shares	1,000.00	1,024.94	0.20
Institutional Select Shares	1,000.00	1,025.09	0.05

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 0.12% for Investor Shares, 0.04% for ETF Shares, 0.04% for Admiral Shares, and 0.01% for Institutional Select 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
(184/366).

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.

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.

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 198 Vanguard funds.

The following table provides information for each trustee and executive officer of the fund. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. 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

F. William McNabb III

Born 1957. Trustee Since July 2009. Chairman of the Board. Principal Occupation(s) During the Past Five Years and Other Experience: Chairman of the Board of The Vanguard Group, Inc., and of each of the investment companies served by The Vanguard Group, since January 2010; Director of The Vanguard Group since 2008; Chief Executive Officer and President of The Vanguard Group, and of each of the investment companies served by The Vanguard Group, since 2008; Director of Vanguard Marketing Corporation; Managing Director of The Vanguard Group (1995–2008).

IndependentTrustees

Emerson U. Fullwood

Born 1948. Trustee Since January 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Executive Chief Staff and Marketing Officer for North America and Corporate Vice President (retired 2008) of Xerox Corporation (document management products and services); Executive in Residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology; Lead Director of SPX FLOW, Inc. (multi-industry manufacturing); Director of the United Way of Rochester, the University of Rochester Medical Center, Monroe Community College Foundation, North Carolina A&T University, and Roberts Wesleyan College.

Rajiv L. Gupta

Born 1945. Trustee Since December 2001.²Principal Occupation(s) During the Past Five Years and Other Experience: Chairman and Chief Executive Officer (retired 2009) and President (2006–2008) of Rohm and Haas Co. (chemicals); Director of Tyco International plc (diversified manufacturing and services), HP Inc. (printer and personal computer manufacturing), and Delphi Automotive plc (automotive components); Senior Advisor at New Mountain Capital.

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal Occupation(s) During the Past Five Years and Other Experience: President of the University of Pennsylvania; Christopher H. Browne Distinguished Professor of Political Science, School of Arts and Sciences, and Professor of Communication, Annenberg School for Communication, with secondary faculty appointments in the Department of Philosophy, School of Arts and Sciences, and at the Graduate School of Education, University of Pennsylvania; Trustee of the National Constitution Center; Chair of the Presidential Commission for the Study of Bioethical Issues.

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal Occupation(s) During the Past Five Years and Other Experience: Corporate Vice President and Chief Global Diversity Officer (retired 2008) and Member of the Executive Committee (1997–2008) of Johnson & Johnson (pharmaceuticals/medical devices/consumer products); Director of Skytop Lodge Corporation (hotels) and the Robert Wood Johnson Foundation; Member of the Advisory Board of the Institute for Women’s Leadership at Rutgers University.

F. Joseph Loughrey

Born 1949. Trustee Since October 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2009) of Cummins Inc. (industrial machinery); Chairman of the Board of Hillenbrand, Inc. (specialized consumer services), and of Oxfam America; Director of SKF AB (industrial machinery), Hyster-Yale Materials Handling, Inc. (forklift trucks), the Lumina Foundation for Education, and the V Foundation for Cancer Research; Member of the Advisory Council for the College of Arts and Letters and of the Advisory Board to the Kellogg Institute for International Studies, both at the University of Notre Dame.

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Senior Vice President and Chief Financial Officer (retired 2013) at IBM (information technology services); Fiduciary Member of IBM’s Retirement Plan Committee (2004–2013); Director of the Dow Chemical Company; Member of the Council on Chicago Booth.

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Chief Investment Officer and Vice President at the University of Notre Dame; Assistant Professor of Finance at the Mendoza College of Business at Notre Dame; Member of the Notre Dame 403(b) Investment Committee, the Board of Advisors for Spruceview Capital Partners, and the Investment Advisory Committee of Major League Baseball; Board Member of TIFF Advisory Services, Inc., and Catholic Investment Services, Inc. (investment advisors).

André F. Perold

Born 1952. Trustee Since December 2004. Principal Occupation(s) During the Past Five Years and Other Experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011); Chief Investment Officer and Managing Partner of HighVista Strategies LLC (private investment firm); Director of Rand Merchant Bank; Overseer of the Museum of Fine Arts Boston.

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2010) of Corning Incorporated (communications equipment); Chairman of the Board of Trustees of Colby-Sawyer College; Member of the Advisory Board of the Norris Cotton Cancer Center.

Executive Officers

Glenn Booraem

Born 1967. Treasurer Since May 2015. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group; Controller of each of the investment companies served by The Vanguard Group (2010–2015); Assistant Controller of each of the investment companies served by The Vanguard Group (2001–2010).

Thomas J. Higgins

Born 1957. Chief Financial Officer Since September 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Chief Financial Officer of each of the investment companies served by The Vanguard Group; Treasurer of each of the investment companies served by The Vanguard Group (1998–2008).

Peter Mahoney

Born 1974. Controller Since May 2015. Principal Occupation(s) During the Past Five Years and Other Experience: Head of Global Fund Accounting at The Vanguard Group, Inc.; Controller of each of the investment companies served by The Vanguard Group; Head of International Fund Services at The Vanguard Group (2008–2014).

Anne E. Robinson

Born 1970. Secretary Since September 2016. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; General Counsel of The Vanguard Group; Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group; Director and Senior Vice President of Vanguard Marketing Corporation; Managing Director and General Counsel of Global Cards and Consumer Services at Citigroup (2014–2016); Counsel at American Express (2003–2014).


Vanguard Senior Management Team
Mortimer J. Buckley	Thomas M. Rampulla
Martha G. King	Glenn W. Reed
John T. Marcante	Karin A. Risi
Chris D. McIsaac	Michael Rollings
James M. Norris

Chairman Emeritus and Senior Advisor
John J. Brennan
Chairman, 1996–2009
Chief Executive Officer and President, 1996–2008

Founder
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, 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 index is a product of S&P Dow Jones Indices LLC
Direct Investor Account Services > 800-662-2739	(“SPDJI”), and has been licensed for use by Vanguard.
	Standard & Poor’s® and S&P® are registered
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	and S&P 500® are trademarks of S&P; and these
This material may be used in conjunction	trademarks have been licensed for use by SPDJI and
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fund only if preceded or accompanied by	Vanguard product(s) are not sponsored, endorsed, sold
	or promoted by SPDJI, Dow Jones, S&P, or their
the fund’s current prospectus.	respective affiliates and none of such parties make any
All comparative mutual fund data are from Lipper, a	representation regarding the advisability of investing in
Thomson Reuters Company, or Morningstar, Inc., unless	such product(s) nor do they have any liability for any
otherwise noted.	errors, omissions, or interruptions of the index.

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 email addressed to
publicinfo@sec.gov or via regular mail addressed to the
Public Reference Section, Securities and Exchange
Commission, Washington, DC 20549-1520.

	© 2017 The Vanguard Group, Inc.
	All rights reserved.
	Vanguard Marketing Corporation, Distributor.

	Q400 022017

Annual Report | December 31, 2016

Vanguard U.S. Stock Index Funds
Small-Capitalization Portfolios

Vanguard Small-Cap Index Fund

Vanguard Small-Cap Growth Index Fund

Vanguard Small-Cap Value Index Fund

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.


Contents
Your Fund’s Performance at a Glance.	1
Chairman’s Perspective.	4
Small-Cap Index Fund.	8
Small-Cap Growth Index Fund.	30
Small-Cap Value Index Fund.	49
Your Fund’s After-Tax Returns.	71
About Your Fund’s Expenses.	72
Glossary.	75

Your Fund’s Performance at a Glance

• For the 12 months ended December 31, 2016, returns for the three Vanguard small-capitalization U.S. index funds ranged from nearly 25% for Vanguard Small-Cap Value Index Fund to about 11% for Vanguard Small-Cap Growth Index Fund. Vanguard Small-Cap Index Fund, which contains both growth and value stocks, returned about 18%.

• All three funds closely tracked their target indexes. The Small-Cap Index Fund and Small-Cap Value Index Fund trailed the average return of their peers, while the Small-Cap Growth Index Fund surpassed the average return of its peers.

• Small-cap stocks outperformed their large- and mid-cap counterparts, and value stocks outpaced growth stocks.

• Financial and industrial stocks were top contributors for all three funds. The basic materials sector recorded the highest returns for the funds, which saw negative results from health care.

• Over the past decade, the funds posted returns in line with their benchmark indexes and ahead of their peer averages.


Total Returns: Fiscal Year Ended December 31, 2016
	Total
	Returns
Vanguard Small-Cap Index Fund
Investor Shares	18.17%
ETF Shares
Market Price	18.35
Net Asset Value	18.31
Admiral™ Shares	18.30
Institutional Shares	18.32
Institutional Plus Shares	18.33
CRSP US Small Cap Index	18.26
Small-Cap Core Funds Average	20.61
Small-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.


	Total
	Returns
Vanguard Small-Cap Growth Index Fund
Investor Shares	10.61%
ETF Shares
Market Price	10.79
Net Asset Value	10.74
Admiral Shares	10.73
Institutional Shares	10.74
CRSP US Small Cap Growth Index	10.62
Small-Cap Growth Funds Average	9.75
Small-Cap Growth Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

Vanguard Small-Cap Value Index Fund
Investor Shares	24.65%
ETF Shares
Market Price	24.80
Net Asset Value	24.80
Admiral Shares	24.78
Institutional Shares	24.80
CRSP US Small Cap Value Index	24.82
Small-Cap Value Funds Average	26.57

Small-Cap Value Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.
Admiral Shares carry lower expenses and are available to investors who meet certain account-balance requirements. Institutional Shares and
Institutional Plus 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. Nos. 6,879,964; 7,337,138; 7,720,749;
7,925,573; 8,090,646; and 8,417,623.
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.


Total Returns: Ten Years Ended December 31, 2016
	Average
	Annual Return
Small-Cap Index Fund Investor Shares	8.04%
Spliced Small-Cap Index	8.10
Small-Cap Core Funds Average	6.33
For a benchmark description, see the Glossary.
Small-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.


	Average
	Annual Return
Small-Cap Growth Index Fund Investor Shares	8.09%
Spliced Small-Cap Growth Index	8.11
Small-Cap Growth Funds Average	6.32
For a benchmark description, see the Glossary.
Small-Cap Growth Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

Small-Cap Value Index Fund Investor Shares	7.63%
Spliced Small-Cap Value Index	7.76
Small-Cap Value Funds Average	6.61
For a benchmark description, see the Glossary.
Small-Cap Value Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

The figures shown represent past performance, which is not a guarantee of future results. (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.


Expense Ratios
Your Fund Compared With Its Peer Group
	Investor	ETF	Admiral	Institutional	Institutional	Peer Group
	Shares	Shares	Shares	Shares Plus Shares		Average
Small-Cap Index Fund	0.20%	0.08%	0.08%	0.07%	0.05%	1.25%
Small-Cap Growth Index Fund	0.20	0.08	0.08	0.07	—	1.36
Small-Cap Value Index Fund	0.20	0.08	0.08	0.07	—	1.33

The fund expense ratios shown are from the prospectus dated April 27, 2016, and represent estimated costs for the current fiscal year. For the
fiscal year ended December 31, 2016, the funds’ expense ratios were: for the Small-Cap Index Fund, 0.18% for Investor Shares, 0.06% for ETF
Shares, 0.06% for Admiral Shares, 0.05% for Institutional Shares, and 0.04% for Institutional Plus Shares; for the Small-Cap Growth Index
Fund, 0.19% for Investor Shares, 0.07% for ETF Shares, 0.07% for Admiral Shares, and 0.06% for Institutional Shares; and for the Small-Cap
Value Index Fund, 0.19% for Investor Shares, 0.07% for ETF Shares, 0.07% for Admiral Shares, and 0.06% for Institutional Shares. The
peer-group expense ratios are derived from data provided by Lipper, a Thomson Reuters Company, and capture information through year-end
2015.

Peer groups: For the Small-Cap Index Fund, Small-Cap Core Funds; for the Small-Cap Growth Index Fund, Small-Cap Growth Funds; and for the
Small-Cap Value Index Fund, Small-Cap Value Funds.

Chairman’s Perspective

Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

If you’re like most investors, a big question on your mind is: What’s in store for the markets and the economy in 2017?

What really matters for investors

Our global economic outlook: Expect stabilization, not stagnation

In the near term, these forces will continue to dampen growth, inflation, and interest rates. They also make it unlikely that further monetary stimulus from central banks will do much to spur growth.


Market Barometer
	Average Annual Total Returns
	Periods Ended December 31, 2016
	One	Three	Five
	Year	Years	Years
Stocks
Russell 1000 Index (Large-caps)	12.05%	8.59%	14.69%
Russell 2000 Index (Small-caps)	21.31	6.74	14.46
Russell 3000 Index (Broad U.S. market)	12.74	8.43	14.67
FTSE All-World ex US Index (International)	4.80	-1.16	5.52

Bonds
Bloomberg Barclays U.S. Aggregate Bond Index
(Broad taxable market)	2.65%	3.03%	2.23%
Bloomberg Barclays Municipal Bond Index
(Broad tax-exempt market)	0.25	4.14	3.28
Citigroup Three-Month U.S. Treasury Bill Index	0.27	0.09	0.08

CPI
Consumer Price Index	2.07%	1.18%	1.36%