Attached files

file filename
8-K - United States Natural Gas Fund, LPi18125_ung-8k.htm

 

UNITED STATES COMMODITY FUNDS LLC
General Partner of the United States Natural Gas Fund, LP

March 29, 2018

Dear United States Natural Gas Fund, LP Investor,

Enclosed with this letter is your copy of the 2017 financial statements for the United States Natural Gas Fund, LP (ticker symbol “UNG”). We have mailed this statement to all investors in UNG who held shares as of December 31, 2017 to satisfy our annual reporting requirement under federal commodities laws. In addition, we have enclosed a copy of the current United States Commodity Funds LLC (“USCF”) Privacy Policy applicable to UNG. Additional information concerning UNG’s 2017 results may be found by referring to UNG’s Annual Report on Form 10-K (the “Form 10-K”), which has been filed with the U.S. Securities and Exchange Commission (the “SEC”). You may obtain a copy of the Form 10-K by going to the SEC’s website at www.sec.gov, or by going to USCF’s website at www.uscfinvestments.com. You may also call USCF at 1-800-920-0259 to speak to a representative and request additional material, including a current UNG Prospectus.

USCF is the general partner of UNG. USCF is also the general partner or sponsor and operator of several other commodity based exchange traded security funds. These other funds are referred to in the attached financial statements and include:

United States Oil Fund, LP (ticker symbol: USO) United States Brent Oil Fund, LP (ticker symbol: BNO)
United States 12 Month Oil Fund, LP (ticker symbol: USL) United States Commodity Index Fund (ticker symbol: USCI)
United States Gasoline Fund, LP (ticker symbol: UGA) United States Copper Index Fund (ticker symbol: CPER)
United States Diesel-Heating Oil Fund, LP (ticker symbol: UHN) United States Agriculture Index Fund (ticker symbol: USAG)
United States Short Oil Fund, LP (ticker symbol: DNO) United States 3x Oil Fund (ticker symbol: USOU)
United States 12 Month Natural Gas Fund, LP (ticker symbol: UNL) United States 3x Short Oil Fund (ticker symbol: USOD)
       

Information about these other funds is contained within the UNG Annual Report as well as in the current UNG Prospectus. Investors in UNG who wish to receive additional information about these other funds may do so by going to the USCF website at www.uscfinvestments.com.

You may also call USCF at 1-800-920-0259 to request additional information.

Thank you for your continued interest in UNG.

Regards,  
   
/s/ John P. Love  
John P. Love
President and Chief Executive Officer
United States Commodity Funds LLC
 

* This letter is not an offer to buy or sell securities. Investment in UNG or any other funds should be made only after reading such fund’s prospectus. Please consult the relevant prospectus for a description of the risks and expenses involved in any such investment.

 
 

PRIVACY POLICY

UNITED STATES COMMODITY FUNDS LLC

 

Introduction

This document sets forth the Privacy Policy, adopted on December 6, 2008, as amended from time to time and most recently amended on June 23, 2017 of (i) the United States Commodity Funds LLC (the “Company”) (ii) each of the statutory trust for which the Company serves as sponsor, the United States Commodity Index Funds Trust (the “Index Funds Trust”) and the USCF Funds Trust (together with the Index Funds Trust, the “Trusts”), and (iii) each of the funds for which the Company serves as the general partner or as sponsor as set forth in Appendix A, which may be amended from time to time (each a “Fund” and together, the “Funds”), relating to the collection, maintenance and use of nonpublic personal information about the Funds’ investors, as required under federal legislation. The Company is a commodity pool operator registered with the Commodity Futures Trading Commission. This Privacy Policy covers the nonpublic personal information of investors who are individuals and who obtain financial products or services primarily for personal, family or household purposes.

Collection of Investor Information

In the course of doing business with Fund shareholders, the Company and the Trusts may collect or have access to nonpublic personal information about Fund shareholders. Shares of the Funds are registered in the name of Cede & Co., as nominee for the Depository Trust Company. However, the Company may collect or have access to personal information about Fund investors for certain purposes relating to the operation of the Funds, including for the distribution of certain required tax reports to investors. This information may include information received from investors and information about investors’ holdings and transactions in shares of the Funds.

“Nonpublic personal information” is personally identifiable financial information about Fund shareholders. For example, it includes Fund shareholders’ social security numbers, account balances, bank account information and investors’ holdings and transactions in shares of the Funds.

The Company, the Trusts and the Funds may collect this information from the following sources:

Information about shareholder transactions with us and our service providers, or others;
Information we receive from consumer reporting agencies (including credit bureaus);
Information we may receive from shareholders.

Disclosure of Nonpublic Personal Information

The Company, the Trusts and the Funds does not sell or rent investor information of the Funds. The Company, the Trusts and the Funds only disclose nonpublic personal information collected about Fund investors as permitted by law. For example, the Company, the Trusts and the Funds may disclose nonpublic personal information about Fund investors:

To companies that act as service providers in connection with the administration and servicing of the Funds, which may include attorneys, accountants, auditors and other professionals; maintain shareholder accounts, and in connection with the servicing or processing of transactions of the Trusts or the Funds.
To government entities, in response to subpoenas, court orders, judicial process or to comply with laws or regulations;
To protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities, or to collect unpaid debts; and
When shareholders direct us to do so or consent to the disclosure, including authorization to disclose such information to persons acting in a fiduciary or representative capacity on behalf of the investor.

Fund investors have no right to opt out of the disclosure by the Company, the Trusts or the Funds of non-public personal information under the circumstances described above.

 
 

Protection of Investor Information

The Company, the Trusts and the Funds holds Fund investor information in the strictest confidence. Accordingly, the Company’s policy is to require that all employees, financial professionals and companies providing services on its behalf keep client information confidential. In addition, access to nonpublic personal information about shareholders is limited to our employees and in some cases to third parties (for example, the service providers described above) as permitted by law.

The Company, the Trusts and the Funds maintains safeguards that comply with federal standards to protect investor information. The Company restricts access to the personal and account information of investors to those employees who need to know that information in the course of their job responsibilities. Third parties with whom the Company, the Trusts and the Funds share Fund investor information must agree to follow appropriate standards of security and confidentiality, which includes safeguarding such information physically, electronically and procedurally.

The privacy policy of the Company, the Trusts and the Funds applies to both current and former Fund investors. The Company, the Trusts and the Funds will only disclose nonpublic personal information about a former investor to the same extent as for a current Fund investor.

Changes to Privacy Policy

The Company, the Trusts and the Funds may make changes to this privacy policy in the future. The Company, the Trusts and the Funds will not make any change affecting Fund investors without first sending investors a revised privacy policy describing the change. In any case, the Company, the Trusts and the Funds will send Fund investors a current privacy policy at least once a year as long as they continue to be Fund investors.

 
 

APPENDIX A

UNITED STATES COMMODITY FUNDS LLC,

GENERAL PARTNER OF

UNITED STATES OIL FUND, LP

UNITED STATES NATURAL GAS FUND, LP

UNITED STATES 12 MONTH OIL FUND, LP

UNITED STATES GASOLINE FUND, LP

UNITED STATES DIESEL-HEATING OIL FUND, LP

UNITED STATES SHORT OIL FUND, LP

UNITED STATES 12 MONTH NATURAL GAS FUND, LP

UNITED STATES BRENT OIL FUND, LP

AND

SPONSOR OF

UNITED STATES COMMODITY INDEX FUND

UNITED STATES COPPER INDEX FUND

UNITED STATES AGRICULTURE FUND

USCF CANADIAN CRUDE OIL INDEX FUND

EACH A SERIES OF

UNITED STATES COMMODITY INDEX FUNDS TRUST

AND

SPONSOR OF

REX S&P MLP FUND

REX S&P MLP INVERSE FUND

UNITED STATES 3X OIL FUND

UNITED STATES 3X SHORT OIL FUND

EACH A SERIES OF

USCF FUNDS TRUST

 
 

UNITED STATES COMMODITY FUNDS LLC
UNITED STATES COMMODITY FUNDS TRUST
USCF FUNDS TRUST
EACH OF THE FUNDS FOR WHICH THE COMPANY SERVES AS
GENERAL PARTNER OR SPONSOR

Privacy Notice

FACTS WHAT DO UNITED STATES COMMODITY FUNDS LLC (THE “COMPANY”), THE UNITED STATES COMMODITY FUNDS TRUST AND THE USCF FUNDS TRUST (EACH A “TRUST” AND TOGETHER, THE “TRUSTS”) AND EACH OF THE FUNDS FOR WHICH THE COMPANY SERVES AS GENERAL PARTNER OR SPONSOR (EACH A “FUND” AND TOGETHER, THE “FUNDS”) DO WITH PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
  • Social Security number
  • account balances
  • account transactions
  • transaction history
  • wire transfer instructions
  • checking account information
  When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Company and the Trusts choose to share; and whether you can limit this sharing.
   

 

Reasons we can share your personal information Do we share? Can you limit this sharing?
For our everyday business purposes - Yes No
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus    
For our marketing purposes - No We don’t share
to offer our products and services to you    
For joint marketing with other financial companies No We don’t share
For our affiliates’ everyday business purposes - Yes No
information about your transactions and experiences    
For our affiliates’ everyday business purposes - No We don’t share
information about your creditworthiness    
For our affiliates to market to you No We don’t share
For non-affiliates to market to you No We don’t share
Questions? Call 1-510-522-9600 or go to www.uscfinvestments.com
       
 
 

UNITED STATES COMMODITY FUNDS LLC
UNITED STATES COMMODITY FUNDS TRUST
USCF FUNDS TRUST
EACH OF THE FUNDS FOR WHICH THE COMPANY
SERVES AS GENERAL PARTNER OR SPONSOR
Privacy Notice

 

What we do    
How do the Company, the Trusts and the Funds protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.  
How do the Company, the Trusts and the Funds collect my personal information? We collect your personal information, for example, when you  
■ open an account  
■ provide account information  
■ give us your contact information  
■ make a wire transfer  
■ tell us where to send the money  
  We also collect your information from others, such as credit bureaus, affiliates, or other companies.  
Why can’t I limit all sharing? Federal law gives you the right to limit only  
  ■ sharing for affiliates’ everyday business purposes - information about your creditworthiness  
  ■ affiliates from using your information to market to you  
  ■ sharing for non-affiliates to market to you  
  State laws and individual companies may give you additional rights to limit sharing.  
Definitions    
Affiliates Companies related by common ownership or control. They can be financial and non-financial companies.  
  Our affiliates include companies which are subsidiaries of Wainwright Holdings, Inc., such as USCF Advisers LLC.  
     
Non-affiliates Companies not related by common ownership or control. They can be financial and non-financial companies.  
  The Company, the Trusts and the Funds do not share with non-affiliates so they can market to you.  
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.  
  The Company, the Trusts and the Funds do not conduct joint marketing.  
 
 

UNITED STATES NATURAL GAS FUND, LP
A Delaware Limited Partnership

FINANCIAL STATEMENTS

For the years ended December 31, 2017, 2016 and 2015

AFFIRMATION OF THE COMMODITY POOL OPERATOR

To the Shareholders of the United States Natural Gas Fund, LP:

Pursuant to Rule 4.22(h) under the Commodity Exchange Act, the undersigned represents that, to the best of his knowledge and belief, the information contained in this Annual Report for the years ended December 31, 2017, 2016 and 2015 is accurate and complete.

By United States Commodity Funds LLC, as General Partner of United States Natural Gas Fund, LP

By: /s/ John P. Love  
  John P. Love  
  President & Chief Executive Officer of United States Commodity Funds LLC

 
 

(ADDRESS)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
United States Natural Gas Fund, LP

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of financial condition of United States Natural Gas Fund, LP (the “Fund”) as of December 31, 2017 and 2016, including the schedule of investments as of December 31, 2017 and 2016, and the related statements of operations, changes in partners’ capital and cash flows for the years ended December 31, 2017, 2016 and 2015. We also have audited the Fund’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United States Natural Gas Fund, LP as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years ended December 31, 2017, 2016 and 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinion

The Fund’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s financial statements and an opinion on the Fund’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

(LOGO)

 
 

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(SIGNATURE)

We have served as the Fund’s auditor since 2006.

Greenwood Village, Colorado

February 28, 2018

 
 

United States Natural Gas Fund, LP          
Statements of Financial Condition          
At December 31, 2017 and 2016          
    December 31,
2017
  December 31,
2016
 
Assets              
Cash and cash equivalents (at cost $550,936,887 and $522,819,857, respectively) (Notes 2 and 5)   $ 550,936,887   $ 522,819,857  
Equity in trading accounts:              
Cash and cash equivalents (at cost $101,001,407 and $44,966,225, respectively)     101,001,407     44,966,225  
Unrealized gain (loss) on open commodity futures contracts     55,721,680     37,435,507  
Receivable for shares sold         4,646,990  
Dividends receivable     17,044     14,954  
Interest receivable     11,573      
Prepaid registration fees     158,272     187,798  
ETF transaction fees receivable     2,000     2,000  
               
Total assets   $ 707,848,863   $ 610,073,331  
               
Liabilities and Partners’ Capital              
Payable due to Broker   $   $ 44,770,339  
Payable for shares redeemed     54,457,966     26,641,069  
General Partner management fees payable (Note 3)     312,466     303,354  
Professional fees payable     892,759     437,218  
Brokerage commissions payable     72,800     85,200  
Directors’ fees and insurance payable     8,345     5,417  
License fees payable     12,794     19,932  
               
Total liabilities     55,757,130     72,262,529  
               
Commitments and Contingencies (Notes 3, 4 and 5)              
               
Partners’ Capital              
General Partner          
Limited Partners     652,091,733     537,810,802  
Total Partners’ Capital     652,091,733     537,810,802  
               
Total liabilities and partners’ capital   $ 707,848,863   $ 610,073,331  
               
Limited Partners’ shares outstanding     27,941,619 *   14,466,619 *
Net asset value per share   $ 23.34 * $ 37.18 *
Market value per share   $ 23.32 * $ 37.36 *
               

* On January 4, 2018, there was a 1-for-4 reverse share split. Historical shares outstanding, net asset value per share and market value per share have been adjusted to reflect the 1-for-4 reverse share split on a retroactive basis.

See accompanying notes to financial statements.

 
 

United States Natural Gas Fund, LP
Schedule of Investments
At December 31, 2017
     
       
    Notional
Amount
  Number of
Contracts
  Value/
Unrealized Gain
(Loss) on Open
Commodity
Contracts
  % of
Partners’
Capital
 
Open Futures Contracts - Long                          
United States Contracts                          
NYMEX Natural Gas Futures NG February 2018 contracts, expiring January 2018   $ 461,049,780     17,082   $ 43,381,680     6.66  
ICE Natural Gas Futures LD1 H February 2018 contracts, expiring February 2018     135,310,000     20,000     12,340,000     1.89  
Total Open Futures Contracts*   $ 596,359,780     37,082   $ 55,721,680     8.55  
                       
          Principal
Amount
  Market
Value
       
Cash Equivalents                          
United States Treasury Obligations                          
U.S. Treasury Bills:                          
1.12%, 1/04/2018         $ 10,000,000   $ 9,999,071     1.53  
1.11%, 1/11/2018           15,000,000     14,995,396     2.30  
1.10%, 1/18/2018           15,000,000     14,992,279     2.30  
1.12%, 1/25/2018           10,000,000     9,992,567     1.53  
1.12%, 2/01/2018           10,000,000     9,990,399     1.53  
1.13%, 2/08/2018           10,000,000     9,988,125     1.53  
1.12%, 2/15/2018           10,000,000     9,986,125     1.53  
1.10%, 2/22/2018           15,000,000     14,976,383     2.30  
1.09%, 3/01/2018           20,000,000     19,964,436     3.06  
1.14%, 3/08/2018           10,000,000     9,979,237     1.53  
1.14%, 3/15/2018           10,000,000     9,977,086     1.53  
1.16%, 3/22/2018           15,000,000     14,961,667     2.30  
1.17%, 3/29/2018           15,000,000     14,957,950     2.29  
1.19%, 4/05/2018           25,000,000     24,922,646     3.82  
1.22%, 4/12/2018           25,000,000     24,914,781     3.82  
1.23%, 4/19/2018           25,000,000     24,908,687     3.82  
1.25%, 4/26/2018           25,000,000     24,900,972     3.82  
1.27%, 5/03/2018           15,000,000     14,935,950     2.29  
1.32%, 5/10/2018           20,000,000     19,906,117     3.05  
1.37%, 5/17/2018           20,000,000     19,897,433     3.05  
1.43%, 5/24/2018           20,000,000     19,887,586     3.05  
1.43%, 5/31/2018           20,000,000     19,881,667     3.05  
1.45%, 6/07/2018           20,000,000     19,874,400     3.05  
1.46%, 6/14/2018         25,000,000     24,835,431     3.82  
1.49%, 6/21/2018           30,000,000     29,789,100     4.57  
1.50%, 6/28/2018           30,000,000     29,778,983     4.57  
Total Treasury Obligations                 463,194,474     71.04  
                           
United States - Money Market Funds                          
Fidelity Investments Money Market Funds - Government Portfolio           10,000,000     10,000,000     1.53  
Goldman Sachs Financial Square Funds - Government Fund - Class FS           10,000,000     10,000,000     1.53  
Total Money Market Funds                 20,000,000     3.06  
Total Cash Equivalents               $ 483,194,474     74.10  

                           

* Collateral amounted to $101,001,407 on open futures contracts.                          

                           

See accompanying notes to financial statements.                          

 
 
United States Natural Gas Fund, LP
Schedule of Investments
At December 31, 2016
                 
                   
    Notional
Amount
  Number of
Contracts
  Value/
Unrealized Gain
(Loss) on Open
Commodity
Contracts
  % of
Partners’

Capital
 
Open Futures Contracts - Long                          
United States Contracts                          
NYMEX Natural Gas Futures NG February 2017 contracts, expiring January 2017   $ 326,459,573     9,442   $ 25,160,507     4.68  
ICE Natural Gas Futures LD1 H February 2017 contracts, expiring February 2017     173,925,000     20,000     12,275,000     2.28  
Total Open Futures Contracts*   $ 500,384,573     29,442   $ 37,435,507     6.96  
                           
    Principal
Amount
  Market
Value
       
Cash Equivalents                    
United States Treasury Obligations                    
U.S. Treasury Bills:                    
0.34%, 1/05/2017   $ 15,000,000   $ 14,999,433     2.79  
0.36%, 1/26/2017     10,000,000     9,997,500     1.86  
0.40%, 2/02/2017     10,000,000     9,996,444     1.86  
0.42%, 2/09/2017     10,000,000     9,995,450     1.86  
0.45%, 2/16/2017     10,000,000     9,994,250     1.86  
0.45%, 2/23/2017     10,000,000     9,993,449     1.86  
0.45%, 3/02/2017     15,000,000     14,988,750     2.79  
0.47%, 3/09/2017     15,000,000     14,986,879     2.79  
0.50%, 3/16/2017     15,000,000     14,984,506     2.79  
0.45%, 3/23/2017     20,000,000     19,979,975     3.71  
0.43%, 3/30/2017     25,000,000     24,973,722     4.64  
0.46%, 4/06/2017     20,000,000     19,975,986     3.71  
0.47%, 4/13/2017     25,000,000     24,966,708     4.64  
0.46%, 4/20/2017     25,000,000     24,965,559     4.64  
0.47%, 4/27/2017     25,000,000     24,962,542     4.64  
0.49%, 5/04/2017     20,000,000     19,966,346     3.71  
0.55%, 5/11/2017     20,000,000     19,960,639     3.71  
0.60%, 5/18/2017     20,000,000     19,954,714     3.71  
0.61%, 5/25/2017     20,000,000     19,951,400     3.71  
0.60%, 6/01/2017     25,000,000     24,937,608     4.64  
0.62%, 6/08/2017     20,000,000     19,946,017     3.71  
0.65%, 6/15/2017     25,000,000     24,926,094     4.63  
0.64%, 6/22/2017     20,000,000     19,938,844     3.71  
0.60%, 6/29/2017   15,000,000     14,955,250     2.78  
Total Treasury Obligations           434,298,065     80.75  
                     
United States - Money Market Funds                    
Fidelity Investments Money Market Funds (formerly Fidelity Institutional Money Market Funds) - Government Portfolio     20,000,000     20,000,000     3.72  
Goldman Sachs Financial Square Funds - Government Fund - Class FS     20,000,000     20,000,000     3.72  
Morgan Stanley Institutional Liquidity Funds - Government Portfolio     10,000,000     10,000,000     1.86  
Total Money Market Funds           50,000,000     9.30  
Total Cash Equivalents         $ 484,298,065     90.05  
                     

* Collateral amounted to $44,966,225 on open futures contracts.

See accompanying notes to financial statements.

 
 

United States Natural Gas Fund, LP            
Statements of Operations            
For the years ended December 31, 2017,
2016 and 2015
            
             
   Year ended   Year ended   Year ended 
   December 31, 2017   December 31, 2016   December 31, 2015 
Income               
Gain (loss) on trading of commodity futures contracts:               
Realized gain (loss) on closed futures contracts   $(209,701,928)  $166,847,846   $(507,207,439)
Change in unrealized gain (loss) on open futures contracts    18,286,173    (63,973,835)   269,221,125 
Realized gain (loss) on short-term investments    (1,172)          
Dividend income    148,745    117,246    64,640 
Interest income*    3,982,312    1,707,539    340,320 
ETF transaction fees    277,000    133,000    156,000 
                
Total income (loss)    (187,008,870)   104,831,796    (237,425,354)
                
Expenses               
General Partner management fees (Note 3)    2,972,340    3,263,777    3,645,561 
Professional fees    1,390,036    254,042    1,109,436 
Brokerage commissions    1,728,440    2,000,888    2,371,433 
Directors’ fees and insurance    64,982    94,521    118,994 
License fees    74,309    81,594    91,139 
Registration fees    204,998    404,792    379,106 
                
Total expenses    6,435,105    6,099,614    7,715,669 
                
Net income (loss)   $(193,443,975)  $98,732,182   $(245,141,023)
Net income (loss) per limited partnership share   $(13.84)**  $2.42**  $(23.75)**
Net income (loss) per weighted average limited partnership share   $(10.54)**  $5.60**  $(19.93)**
Weighted average limited partnership shares outstanding    18,356,071**   17,619,898**   12,299,290**
                

* Interest income does not exceed paid in kind of 5%.

** On January 4, 2018, there was a 1-for-4 reverse share split. The Statement of Operations have been adjusted for the period shown to reflect the 1-for-4 reverse share split on a retroactive basis.

See accompanying notes to financial statements.

 
 

 

United States Natural Gas Fund, LP              
Statements of Changes in Partners’ Capital              
For the years ended December 31, 2017, 2016 and 2015              
               
    General Partner   Limited Partners   Total  
                     
Balances, at December 31, 2014   $   $ 650,353,579   $ 650,353,579  
Addition of 32,500,000* partnership shares         1,622,768,501     1,622,768,501  
Redemption of 28,800,000* partnership shares         (1,513,008,177 )   (1,513,008,177 )
Net income (loss)         (245,141,023 )   (245,141,023 )
                     
Balances, at December 31, 2015         514,972,880     514,972,880  
Addition of 23,900,000* partnership shares         731,029,440     731,029,440  
Redemption of 24,250,000* partnership shares         (806,923,700 )   (806,923,700 )
Net income (loss)         98,732,182     98,732,182  
                     
Balances, at December 31, 2016         537,810,802     537,810,802  
Addition of 66,825,000* partnership shares         1,781,669,130     1,781,669,130  
Redemption of 53,350,000* partnership shares         (1,473,944,224 )   (1,473,944,224 )
Net income (loss)         (193,443,975 )   (193,443,975 )
                     
Balances, at December 31, 2017   $   $ 652,091,733   $ 652,091,733  
                     
Net Asset Value Per Share:                    
At December 31, 2014               $ 58.50 *
At December 31, 2015               $ 34.76 *
At December 31, 2016               $ 37.18 *
At December 31, 2017               $ 23.34 *
                     

* On January 4, 2018, there was a 1-for-4 reverse share split. The Statement of Changes in Partners’ Capital have been adjusted for the period shown to reflect the 1-for-4 reverse share split on a retroactive basis.

See accompanying notes to financial statements.

 
 

United States Natural Gas Fund, LP                    
Statements of Cash Flows                    
For the years ended December 31, 2017, 2016 and 2015                    
                     
    Year ended
December 31,
2017
  Year ended
December 31,
2016
  Year ended
December 31,
2015
 
Cash Flows from Operating Activities:                    
Net income (loss)   $ (193,443,975 ) $ 98,732,182   $ (245,141,023 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                    
(Increase) decrease in commodity futures trading account - cash and cash equivalents     (56,035,182 )   (20,024,673 )   201,219,414  
Unrealized (gain) loss on open futures contracts     (18,286,173 )   63,973,835     (269,221,125 )
(Increase) decrease in dividends receivable     (2,090 )   (14,212 )   6,665  
(Increase) decrease in interest receivable     (11,573 )        
(Increase) decrease in directors’ fees and insurance receivable         26,732     (9,371 )
(Increase) decrease in prepaid registration fees     29,526     404,792     58,107  
(Increase) decrease in ETF transaction fees receivable             (2,000 )
Increase (decrease) in payable due to Broker     (44,770,339 )   3,906,389     40,863,950  
Increase (decrease) in General Partner management fees payable     9,112     53,400     (114,291 )
Increase (decrease) in professional fees payable     455,541     (713,180 )   (162,250 )
Increase (decrease) in brokerage commissions payable   (12,400 )   1,450     11,000  
Increase (decrease) in directors’ fees and insurance payable     2,928     5,417      
Increase (decrease) in license fees payable     (7,138 )   (1,954 )   (6,027 )
Net cash provided by (used in) operating activities     (312,071,763 )   146,350,178     (272,496,951 )
                     
Cash Flows from Financing Activities:                    
Addition of partnership shares     1,786,316,120     726,382,450     1,626,007,655  
Redemption of partnership shares     (1,446,127,327 )   (803,743,255 )   (1,489,547,553 )
Net cash provided by (used in) financing activities     340,188,793     (77,360,805 )   136,460,102  
                     
Net Increase (Decrease) in Cash and Cash Equivalents     28,117,030     68,989,373     (136,036,849 )
                     
Cash and Cash Equivalents, beginning of year     522,819,857     453,830,484     589,867,333  
Cash and Cash Equivalents, end of year   $ 550,936,887   $ 522,819,857   $ 453,830,484  

                     

See accompanying notes to financial statements.                    

 
 

United States Natural Gas Fund, LP

Notes to Financial Statements

For the years ended December 31, 2017, 2016 and 2015

NOTE 1 — ORGANIZATION AND BUSINESS

The United States Natural Gas Fund, LP (“UNG”) was organized as a limited partnership under the laws of the state of Delaware on September 11, 2006. UNG is a commodity pool that issues limited partnership shares (“shares”) that may be purchased and sold on the NYSE Arca, Inc. (the “NYSE Arca”). Prior to November 25, 2008, UNG’s shares traded on the American Stock Exchange (the “AMEX”). UNG will continue in perpetuity, unless terminated sooner upon the occurrence of one or more events as described in its Fifth Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (the “LP Agreement”). The investment objective of UNG is for the daily changes in percentage terms of its shares’ per share net asset value (“NAV”) to reflect the daily changes in percentage terms of the price of natural gas delivered at the Henry Hub, Louisiana as measured by the daily changes in the price of the futures contract on natural gas as traded on the New York Mercantile Exchange (the “NYMEX”) that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire (the “Benchmark Futures Contract”), less UNG’s expenses.

UNG’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of natural gas or any particular futures contract based on natural gas, nor is UNG’s investment objective for the percentage change in its NAV to reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day.

United States Commodity Funds LLC (“USCF”), the general partner of UNG, believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in natural gas Futures Contracts (as defined below) and Other Natural Gas-Related Investments (as defined below). The net assets of UNG consist primarily of investments in futures contracts for natural gas that are traded on the NYMEX, ICE Futures Exchange (“ICE Futures”) or other U.S. and foreign exchanges (collectively, “natural gas Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other natural gas-related investments such as cash-settled options on natural gas Futures Contracts, forward contracts for natural gas, cleared swap contracts, and non-exchange traded over-the-counter (“OTC”) transactions that are based on the price of natural gas, crude oil and other petroleum-based fuels, as well as futures contracts for crude oil, diesel-heating oil, gasoline and other petroleum-based fuels and indices based on the foregoing (collectively, “Other Natural Gas-Related Investments”). Market conditions that USCF currently anticipates could cause UNG to invest in Other Natural Gas-Related Investments including those allowing UNG to obtain greater liquidity or to execute transactions with more favorable pricing. For convenience and unless otherwise specified, natural gas Futures Contracts and Other Natural Gas-Related Investments collectively are referred to as “Natural Gas Interests” in this annual report on Form 10-K. As of December 31, 2017, UNG held 17,082 NG Futures February 2018 Contracts traded on the NYMEX and 20,000 LD1 H Futures February 2018 Contracts traded on the ICE Futures US.

UNG commenced investment operations on April 18, 2007 and has a fiscal year ending on December 31. USCF is responsible for the management of UNG. USCF is a member of the National Futures Association (the “NFA”) and became registered as a commodity pool operator with the Commodity Futures Trading Commission (the “CFTC”) effective December 1, 2005 and a swaps firm on August 8, 2013. USCF is also the general partner of the United States Oil Fund, LP (“USO”), the United States 12 Month Oil Fund, LP (“USL”), the United States Gasoline Fund, LP (“UGA”) and the United States Diesel-Heating Oil Fund, LP (“UHN”), which listed their limited partnership shares on the AMEX under the ticker symbols “USO” on April 10, 2006, “USL” on December 6, 2007, “UGA” on February 26, 2008 and “UHN” on April 9, 2008, respectively. As a result of the acquisition of the AMEX by NYSE Euronext, each of USO’s, USL’s, UGA’s and UHN’s shares commenced trading on the NYSE Arca on November 25, 2008. USCF is also the general partner of the United States Short Oil Fund, LP (“DNO”), the United States 12 Month Natural Gas Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”), which listed their limited partnership shares on the NYSE Arca under the ticker symbols “DNO” on September 24, 2009, “UNL” on November 18, 2009 and “BNO” on June 2, 2010, respectively. USCF is also the sponsor of the United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”), the United States Agriculture Index Fund (“USAG”) and the USCF Canadian Crude Oil Index Fund (“UCCO”), each a series of the United States Commodity Index Funds Trust. USCI, CPER and USAG listed their shares on the NYSE Arca under the ticker symbols “USCI” on August 10, 2010, “CPER” on November 15, 2011 and “USAG” on April 13, 2012, respectively. UCCO is currently in registration and has not commenced operations.

 
 

In addition, USCF is the sponsor of the USCF Funds Trust, a Delaware statutory trust, and each of its series, the REX S&P MLP Fund (“RMLP”) and the REX S&P MLP Inverse Fund (“MLPD”), which are currently in registration and have not commenced operations (together, the “REX Funds”), and the United States 3x Oil Fund (“USOU”) and the United States 3x Short Oil Fund (“USOD”) which commenced operations on July 20, 2017.

All funds listed previously, other than UCCO and the REX Funds, are referred to collectively herein as the “Related Public Funds.”

UNG issues shares to certain authorized purchasers (“Authorized Participants”) by offering baskets consisting of 100,000 shares (“Creation Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”). The purchase price for a Creation Basket is based upon the NAV of a share calculated shortly after the close of the core trading session on the NYSE Arca on the day the order to create the basket is properly received.

In addition, Authorized Participants pay UNG a $1,000 fee for each order placed to create one or more Creation Baskets or to redeem one or more baskets (“Redemption Baskets”), consisting of 100,000 shares. Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket. Shares purchased or sold on a nationally recognized securities exchange are not purchased or sold at the per share NAV of UNG but rather at market prices quoted on such exchange.

In April 2007, UNG initially registered 30,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”). On April 18, 2007, UNG listed its shares on the AMEX under the ticker symbol “UNG” and switched to trading on the NYSE Arca under the same ticker symbol on November 25, 2008. On that day, UNG established its initial per share NAV by setting the price at $50.00 and issued 200,000 shares in exchange for $10,001,000. UNG also commenced investment operations on April 18, 2007, by purchasing natural gas Futures Contracts traded on the NYMEX based on natural gas. As of December 31, 2017, UNG had registered a total of 2,080,000,000 shares.

On February 21, 2012, after the close of trading on the NYSE Arca, UNG effected a 1-for-4 reverse share split and post-split shares of UNG began trading on February 22, 2012. As a result of the reverse share split, every four pre-split shares of UNG were automatically exchanged for one post-split share. Immediately prior to the reverse share split, there were 174,297,828 shares of UNG issued and outstanding, representing a per share NAV of $5.51. Immediately after the reverse share split, the number of issued and outstanding shares of UNG decreased to 43,574,457, not accounting for fractional shares, and the per share NAV increased to $22.04. In connection with the reverse share split, the CUSIP number for UNG’s shares changed to 912318201. UNG’s ticker symbol, “UNG,” remains the same.

On January 4, 2018, after the close of trading on the NYSE Arca, UNG effected a 1-for-4 reverse share split and post-split shares of UNG began trading on January 5, 2018. As a result of the reverse share split, every four pre-split shares of UNG were automatically exchanged for one post-split share. Immediately prior to the reverse split, there were 97,466,476 shares of UNG issued and outstanding, representing a per share NAV of $5.69. Immediately after the reverse share split, the number of issued and outstanding shares of UNG decreased to 24,366,619, not accounting for fractional shares, and the per share NAV increased to $22.76. In connection with the reverse share split, the CUSIP number for UNG’s shares changed to 912318300. UNG’s ticker symbol, “UNG,” remains the same.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. UNG is an investment company and follows the accounting and reporting guidance in FASB Topic 946.

Revenue Recognition

Commodity futures contracts, forward contracts, physical commodities and related options are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized gains or losses on open contracts are reflected in the statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements. Changes in the unrealized gains or losses between periods are reflected in the statements of operations. UNG earns income on funds held at the custodian or futures commission merchant (“FCM”) at prevailing market rates earned on such investments.

 
 

Investments in OTC total return swap contracts (see Note 5) are arrangements to exchange a periodic payment for a market-linked return, each based on a notional amount. To the extent that the total return of the commodity future, security or index underlying the transaction exceeds or falls short of the offsetting periodic payment obligation, UNG receives a payment from, or makes a payment to, the swap counterparty. The OTC swap contracts are valued daily based upon the appreciation or depreciation of the underlying securities subsequent to the effective date of the contract. Changes in the value of the swaps are reported as unrealized gains and losses and periodic payments are recorded as realized gains or losses in the accompanying statements of operations.

Brokerage Commissions

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

Income Taxes

UNG is not subject to federal income taxes; each partner reports his/her allocable share of income, gain, loss deductions or credits on his/her own income tax return.

In accordance with U.S. GAAP, UNG is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position. UNG files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. UNG is not subject to income tax return examinations by major taxing authorities for years before 2014. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in UNG recording a tax liability that reduces net assets. However, UNG’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. UNG recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the year ended December 31, 2017.

Creations and Redemptions

Authorized Participants may purchase Creation Baskets or redeem Redemption Baskets only in blocks of 100,000 shares at a price equal to the NAV of the shares calculated shortly after the close of the core trading session on the NYSE Arca on the day the order is placed.

UNG receives or pays the proceeds from shares sold or redeemed within two business days after the trade date of the purchase or redemption. The amounts due from Authorized Participants are reflected in UNG’s statements of financial condition as receivable for shares sold, and amounts payable to Authorized Participants upon redemption are reflected as payable for shares redeemed.

Authorized Participants pay UNG a transaction fee of $1,000 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets.

Partnership Capital and Allocation of Partnership Income and Losses

Profit or loss shall be allocated among the partners of UNG in proportion to the number of shares each partner holds as of the close of each month. USCF may revise, alter or otherwise modify this method of allocation as described in the LP Agreement.

Calculation of Per Share NAV

UNG’s per share NAV is calculated on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing that amount by the total number of shares outstanding. UNG uses the closing price for the contracts on the relevant exchange on that day to determine the value of contracts held on such exchange.

Net Income (Loss) Per Share

Net income (loss) per share is the difference between the per share NAV at the beginning of each period and at the end of each period. The weighted average number of shares outstanding was computed for purposes of disclosing net income (loss) per weighted average share. The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for shares added and redeemed based on the amount of time the shares were outstanding during such period. There were no shares held by USCF at December 31, 2017.

 
 

Offering Costs

Offering costs incurred in connection with the registration of additional shares after the initial registration of shares are borne by UNG. These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings. These costs are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted.

Cash Equivalents

Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of six months or less.

Reclassification

Certain amounts in the accompanying financial statements were reclassified to conform to the current presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires USCF to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

Other

On February 21, 2012, after the close of the NYSE Arca, UNG effected a 1-for-4 reverse share split and post-split shares of UNG began trading on February 22, 2012. The audited financial statements in this annual report on Form 10-K are presented in accordance with Accounting Standards Codification 260 for purposes of presenting the 1-for-4 reverse split on a historical basis for all periods reported. 

NOTE 3 — FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS

USCF Management Fee

Under the LP Agreement, USCF is responsible for investing the assets of UNG in accordance with the objectives and policies of UNG. In addition, USCF has arranged for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to UNG. For these services, UNG is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.60% per annum of average daily total net assets of $1,000,000,000 or less and 0.50% per annum of average daily total net assets that are greater than $1,000,000,000.

Ongoing Registration Fees and Other Offering Expenses

UNG pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering. These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale. For the years ended December 31, 2017, 2016 and 2015, UNG incurred $204,998, $404,792 and $379,106 respectively, in registration fees and other offering expenses.

Independent Directors’ and Officers’ Expenses

UNG is responsible for paying its portion of the directors’ and officers’ liability insurance for UNG and the Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of UNG and the Related Public Funds. UNG shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis. These fees and expenses for the year ended December 31, 2017 were $536,375 for UNG and the Related Public Funds. UNG’s portion of such fees and expenses for the year ended December 31, 2017 was $64,982. For the year ended December 31, 2016, these fees and expenses were $582,050 for UNG and the Related Public Funds. UNG’s portion of such fees and expenses for the year ended December 31, 2016 was $94,521. For the year ended December 31, 2015, these fees and expenses were $569,303 for UNG and the Related Public Funds. UNG’s portion of such fees and expenses for the year ended December 31, 2015 was $118,994.

 
 

Licensing Fees

As discussed in Note 4 below, UNG entered into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011. Pursuant to the agreement through October 19, 2011, UNG and the Related Public Funds, other than BNO, USCI, CPER and USAG, paid a licensing fee that was equal to 0.04% for the first $1,000,000,000 of combined net assets of the funds and 0.02% for combined net assets above $1,000,000,000. On and after October 20, 2011, UNG and the Related Public Funds, other than BNO, USCI, CPER, USAG, USOU and USOD, pay a licensing fee that is equal to 0.015% on all net assets. During the years ended December 31, 2017, 2016 and 2015, UNG incurred $74,309, $81,594 and $91,139, respectively, under this arrangement.

Investor Tax Reporting Cost

The fees and expenses associated with UNG’s audit expenses and tax accounting and reporting requirements are paid by UNG. These costs were approximately $1,000,000 for the year ended December 31, 2017, approximately $400,000 for the year ended December 31, 2016 and approximately $800,000 for the year ended December 31, 2015. Tax reporting costs fluctuate between years due to the number of shareholders during any given year.

Other Expenses and Fees 

In addition to the fees described above, UNG pays all brokerage fees, transaction costs for OTC swaps, if any, taxes and other expenses in connection with the operation of UNG, excluding costs and expenses paid by USCF as outlined in Note 4 – Contracts and Agreements below.

NOTE 4 — CONTRACTS AND AGREEMENTS

Marketing Agent Agreement

UNG is party to a marketing agent agreement, dated as of April 17, 2007, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides certain marketing services for UNG as outlined in the agreement. The fee of the Marketing Agent, which is borne by USCF, is equal to 0.06% on UNG’s assets up to $3 billion and 0.04% on UNG’s assets in excess of $3 billion. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services exceed 10% of the gross proceeds of UNG’s offering.

The above fee does not include website construction and development, which are also borne by USCF.

Brown Brothers Harriman & Co. Agreements

UNG is also party to a custodian agreement, dated March 5, 2007, as amended from time to time, with Brown Brothers Harriman & Co. (“BBH&Co.”) and USCF, whereby BBH&Co. holds investments on behalf of UNG. USCF pays the fees of the custodian, which are determined by the parties from time to time. In addition, UNG is party to an administrative agency agreement, dated March 5, 2007, as amended from time to time, with USCF and BBH&Co., whereby BBH&Co. acts as the administrative agent, transfer agent and registrar for UNG. USCF also pays the fees of BBH&Co. for its services under such agreement and such fees are determined by the parties from time to time.

Currently, USCF pays BBH&Co. for its services, in the foregoing capacities, a minimum amount of $75,000 annually for its custody, fund accounting and fund administration services rendered to UNG and each of the Related Public Funds, as well as a $20,000 annual fee for its transfer agency services. In addition, USCF pays BBH&Co. an asset-based charge of (a) 0.06% for the first $500 million of the Related Public Funds’ combined net assets, (b) 0.0465% for the Related Public Funds’ combined net assets greater than $500 million but less than $1 billion, and (c) 0.035% once the Related Public Funds’ combined net assets exceed $1 billion. The annual minimum amount will not apply if the asset-based charge for all accounts in the aggregate exceeds $75,000. USCF also pays BBH&Co. transaction fees ranging from $7 to $15 per transaction.

 
 

Brokerage and Futures Commission Merchant Agreements

On October 8, 2013, UNG entered into a brokerage agreement with RBC Capital Markets, LLC (“RBC Capital” or “RBC”) to serve as UNG’s FCM effective October 10, 2013. The agreement with RBC requires it to provide services to UNG in connection with the purchase and sale of natural gas Futures Contracts and Other Natural Gas-Related Investments that may be purchased and sold by or through RBC Capital for UNG’s account. In accordance with the agreement, RBC Capital charges UNG commissions of approximately $7 to $8 per round-turn trade, including applicable exchange, clearing and NFA fees for natural gas Futures Contracts and options on natural gas Futures Contracts. Such fees include those incurred when purchasing natural gas Futures Contracts and options on natural gas Futures Contracts when UNG issues shares as a result of a Creation Basket, as well as fees incurred when selling natural gas Futures Contracts and options on natural gas Futures Contracts when UNG redeems shares as a result of a Redemption Basket. Such fees are also incurred when natural gas Futures Contracts and options on natural gas Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio. UNG also incurs commissions to brokers for the purchase and sale of natural gas Futures Contracts, Other Natural Gas-Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).

    For the Year
Ended
December 31,
2017
  For the Year
Ended
December 31,
2016
  For the Year
Ended
December 31,
2015
 
Total commissions accrued to brokers   $ 1,728,440   $ 2,000,888   $ 2,371,433  
Total commissions as annualized percentage of average total net assets     0.35 %   0.37 %   0.39 %
Commissions accrued as a result of rebalancing   $ 1,420,519   $ 1,872,019   $ 2,089,974  
Percentage of commissions accrued as a result of rebalancing     82.19 %   93.56 %   88.13 %
Commissions accrued as a result of creation and redemption activity   $ 307,921   $ 128,869   $ 281,459  
Percentage of commissions accrued as a result of creation and redemption activity     17.81 %   6.44 %   11.87 %
                     

The decrease in total commissions accrued to brokers for the year ended December 31, 2017, compared to the year ended December 31, 2016, was due primarily to a lower number of natural gas Futures Contracts being held and traded. The decrease in total commissions accrued to brokers for the year ended December 31, 2016, compared to the year ended December 31, 2015, was due primarily to lower number of Futures Contracts being held and traded. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

NYMEX Licensing Agreement

UNG and the NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby UNG was granted a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks. Under the licensing agreement, UNG and the Related Public Funds, other than BNO, USCI, CPER, USAG, USOU and USOD, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3. UNG expressly disclaims any association with the NYMEX or endorsement of UNG by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the NYMEX. 

NOTE 5 — FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES

UNG may engage in the trading of futures contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”). UNG is exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.

UNG may enter into futures contracts, options on futures contracts and cleared swaps to gain exposure to changes in the value of an underlying commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of a commodity at a specified time and place. Some futures contracts may call for physical delivery of the asset, while others are settled in cash. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery. Cleared swaps are agreements that are eligible to be cleared by a clearinghouse, e.g., ICE Clear Europe, and provide the efficiencies and benefits that centralized clearing on an exchange offers to traders of futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties.

 
 

The purchase and sale of futures contracts, options on futures contracts and cleared swaps require margin deposits with an FCM. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities.

Futures contracts, options on futures contracts and cleared swaps involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure UNG has in the particular classes of instruments. Additional risks associated with the use of futures contracts are an imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. Buying and selling options on futures contracts exposes investors to the risks of purchasing or selling futures contracts.

All of the futures contracts held by UNG through December 31, 2017 were exchange-traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual counterparties. As of December 31, 2015, UNG maintained no OTC swap transactions. The OTC swap transaction with JPMorgan Chase Bank, NA was terminated effective April 23, 2014. However, in the future, if UNG were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any, on the transaction. UNG has credit risk under its futures contracts since the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition, UNG bears the risk of financial failure by the clearing broker.

UNG’s cash and other property, such as Treasuries, deposited with an FCM are considered commingled with all other customer funds, subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The insolvency of an FCM could result in the complete loss of UNG’s assets posted with that FCM; however, the majority of UNG’s assets are held in investments in Treasuries, cash and/or cash equivalents with UNG’s custodian and would not be impacted by the insolvency of an FCM. The failure or insolvency of UNG’s custodian, however, could result in a substantial loss of UNG’s assets.

USCF invests a portion of UNG’s cash in money market funds that seek to maintain a stable per share NAV. UNG is exposed to any risk of loss associated with an investment in such money market funds. As of December 31, 2017 and December 31, 2016, UNG held investments in money market funds in the amounts of $20,000,000 and $50,000,000, respectively. UNG also holds cash deposits with its custodian. Pursuant to a written agreement with BBH&Co., uninvested overnight cash balances are swept to offshore branches of U.S. regulated and domiciled banks located in Toronto, Canada; London, United Kingdom; Grand Cayman, Cayman Islands; and Nassau, Bahamas; which are subject to U.S. regulation and regulatory oversight. As of December 31, 2017 and December 31, 2016, UNG held cash deposits and investments in Treasuries in the amounts of $631,938,294 and $517,786,082, respectively, with the custodian and FCM. Some or all of these amounts may be subject to loss should UNG’s custodian and/or FCM cease operations.

For derivatives, risks arise from changes in the market value of the contracts. Theoretically, UNG is exposed to market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short. As both a buyer and a seller of options, UNG pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option.

UNG’s policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting controls and procedures. In addition, UNG has a policy of requiring review of the credit standing of each broker or counterparty with which it conducts business.

The financial instruments held by UNG are reported in its statements of financial condition at market or fair value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity.

 
 

NOTE 6 — FINANCIAL HIGHLIGHTS

The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2017, 2016 and 2015 for the shareholders. This information has been derived from information presented in the financial statements.

   Year ended
December 31,
2017
   Year ended
December 31,
2016
   Year ended
December 31,
2015
 
Per Share Operating Performance:               
Net asset value, beginning of year   $37.18*  $34.76*  $58.50*
Total income (loss)    (13.49)*   2.77*   (23.12)*
Total expenses    (0.35)*   (0.35)*   (0.62)*
Net increase (decrease) in net asset value    (13.84)*   2.42*   (23.74)*
Net asset value, end of year   $23.34*  $37.18*  $34.76*
                
Total Return    (37.22)%   6.90%   (40.60)%
                
Ratios to Average Net Assets               
Total income (loss)    (37.75)%   19.27%   (39.08)%
Management fees    0.60%   0.60%   0.60%
Expenses excluding management fees    0.70%   0.52%   0.67%
Net income (loss)    (39.05)%   18.15%   (40.35)%
                

* On January 4, 2018, there was a 1-for-4 reverse share split. The Financial Highlights have been adjusted for the period shown to reflect the 1-for-4 reverse share split on a retroactive basis.

Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from UNG.

NOTE 7 — QUARTERLY FINANCIAL DATA (Unaudited)

The following summarized (unaudited) quarterly financial information presents the results of operations and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2017 and 2016.

   First
Quarter
2017
   Second
Quarter
2017
   Third
Quarter
2017
   Fourth
Quarter
2017
 
Total Income (Loss)   $(93,242,321)  $(43,745,913)  $(10,667,801)  $(39,352,835)
Total Expenses    1,636,118    1,473,807    1,365,327    1,959,853 
Net Income (Loss)   $(94,878,439)  $(45,219,720)  $(12,033,128)  $(41,312,688)
Net Income (Loss) per Share   $(6.90)*  $(3.15)*  $(0.96)*  $(2.83)*

   First
Quarter
2016
   Second
Quarter
2016
   Third
Quarter
2016
   Fourth
Quarter
2016
 
Total Income (Loss)   $(113,577,426)  $153,225,194   $(18,658,356)  $83,842,384 
Total Expenses    1,479,702    1,571,572    1,449,083    1,599,257 
Net Income (Loss)   $(115,057,128)  $151,653,622   $(20,107,439)  $82,243,127 
Net Income (Loss) per Share   $(8.15)*  $8.00*  $(1.31)*  $3.88*

 

* Adjusted to give effect to the reverse share split of 1-for-4 executed on January 4, 2018.

 
 

NOTE 8 — FAIR VALUE OF FINANCIAL INSTRUMENTS

UNG values its investments in accordance with Accounting Standards Codification 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of UNG (observable inputs) and (2) UNG’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.

The following table summarizes the valuation of UNG’s securities at December 31, 2017 using the fair value hierarchy:

At December 31, 2017   Total   Level I   Level II   Level III  
Short-Term Investments   $ 483,194,474   $ 483,194,474   $   $  
Exchange-Traded Futures Contracts                          
United States Contracts     55,721,680     55,721,680          
                           

During the year ended December 31, 2017, there were no transfers between Level I and Level II.

The following table summarizes the valuation of UNG’s securities at December 31, 2016 using the fair value hierarchy:

At December 31, 2016   Total   Level I   Level II   Level III  
Short-Term Investments   $ 484,298,065   $ 484,298,065   $   $  
Exchange-Traded Futures Contracts                          
United States Contracts     37,435,507     37,435,507          
                           

During the year ended December 31, 2016, there were no transfers between Level I and Level II.

Effective January 1, 2009, UNG adopted the provisions of Accounting Standards Codification 815 — Derivatives and Hedging, which require presentation of qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivatives.

Fair Value of Derivative Instruments

Derivatives not Accounted for as Hedging Instruments   Statements
of Financial
Condition
Location
  Fair Value At
December 31,
2017
  Fair Value At
December 31,
2016
 
Futures –Commodity Contracts   Assets   $ 55,721,680   $ 37,435,507  

 
 

The Effect of Derivative Instruments on the Statements of Operations

        For the year ended
December 31, 2017
  For the year ended
December 31, 2016
  For the year ended
December 31, 2015
 
Derivatives
not Accounted
for as Hedging
Instruments
  Location of
Gain (Loss)
on Derivatives
Recognized
in Income
  Realized
Gain (Loss)
on Derivatives
Recognized
in Income
  Change in
Unrealized
Gain (Loss)
on Derivatives
Recognized
in Income
  Realized
Gain (Loss)
on Derivatives
Recognized
in Income
  Change in
Unrealized
Gain (Loss)
on Derivatives
Recognized
in Income
  Realized
Gain (Loss)
on Derivatives
Recognized
in Income
  Change in
Unrealized
Gain (Loss)
on Derivatives
Recognized
in Income
 
Futures –Commodity Contracts   Realized gain (loss) on closed positions   $ (209,701,928 )       $ 166,847,846         $ (507,207,439 )      
    Change in unrealized gain (loss) on open positions         $ 18,286,173         $ (63,973,835 )       $ 269,221,125  
                                           

NOTE 9 — RECENT ACCOUNTING PRONOUNCEMENTS

In August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-14, Revenue from Contracts with Customers, modifying ASU 2014-09. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14 is effective for fiscal years beginning on or after December 15, 2016, and interim periods within those annual periods. Early application is permitted. At this time, management does not believe there will be any impact to the Fund’s financial statements.

NOTE 10 — SUBSEQUENT EVENTS

UNG has performed an evaluation of subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.