ProShares Trust II - FORM 10-Q

ProShares Trust II - FORM 10-Q - November 9, 2018

Attached files

Attached files

file	filename
EX-32.2 - EX-32.2 - ProShares Trust II	d628712dex322.htm
EX-32.1 - EX-32.1 - ProShares Trust II	d628712dex321.htm
EX-31.2 - EX-31.2 - ProShares Trust II	d628712dex312.htm
EX-31.1 - EX-31.1 - ProShares Trust II	d628712dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2018.

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to .

Commission file number: 001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)

Delaware

87-6284802

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

(240) 497-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Common Units of Beneficial Interest		NYSE Arca, Inc.
(Title of each class)		(Name of exchange on which registered)

(Title of class)		(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). ☐ Yes ☒ No

PROSHARES TRUST II

Table of Contents


	Page
Part I. FINANCIAL INFORMATION

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		154

Item 3. Quantitative and Qualitative Disclosures About Market Risk		215

Item 4. Controls and Procedures		232

Part II. OTHER INFORMATION

Item 1. Legal Proceedings		233

Item 1A. Risk Factors		233

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		233

Item 3. Defaults Upon Senior Securities		238

Item 4. Mine Safety Disclosures		238

Item 5. Other Information		238

Item 6. Exhibits		239

Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

Index


	Page
Documents
Statements of Financial Condition, Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows:
ProShares Short Euro		4
ProShares Short VIX Short-Term Futures ETF		9
ProShares Ultra Bloomberg Crude Oil		14
ProShares Ultra Bloomberg Natural Gas		19
ProShares Ultra Euro		24
ProShares Ultra Gold		29
ProShares Ultra Silver		34
ProShares Ultra VIX Short-Term Futures ETF		39
ProShares Ultra Yen		44
ProShares UltraPro 3x Crude Oil ETF		49
ProShares UltraPro 3x Short Crude Oil ETF		54
ProShares UltraShort Australian Dollar		59
ProShares UltraShort Bloomberg Crude Oil		64
ProShares UltraShort Bloomberg Natural Gas		69
ProShares UltraShort Euro		74
ProShares UltraShort Gold		79
ProShares UltraShort Silver		84
ProShares UltraShort Yen		89
ProShares VIX Mid-Term Futures ETF		94
ProShares VIX Short-Term Futures ETF		99
ProShares Trust II		104
Notes to Financial Statements		108

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	3,683,351	$	923,063
Segregated cash balances with brokers for futures contracts		146,740		122,430
Short-term U.S. government and agency obligations (Note 3) (cost $4,489,996 and $6,996,595, respectively)		4,489,617		6,996,235
Receivable on open futures contracts		103,916		—
Interest receivable		1,162		—

Total assets		8,424,786		8,041,728

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		43,311
Payable to Sponsor		6,543		6,537

Total liabilities		6,543		49,848

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		8,418,243		7,991,880

Total liabilities and shareholders’ equity	$	8,424,786	$	8,041,728

Shares outstanding		200,000		200,000

Net asset value per share	$	42.09	$	39.96

Market value per share (Note 2)	$	42.12	$	39.99

See accompanying notes to financial statements.

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(53% of shareholders’ equity)
U.S. Treasury Bills^^:
1.956% due 10/11/18	$	1,500,000	$	1,499,146
1.984% due 10/25/18		1,100,000		1,098,475
2.030% due 11/08/18		700,000		698,463
2.094% due 12/06/18		400,000		398,442
2.055% due 12/20/18		200,000		199,053
2.103% due 01/03/19		200,000		198,867
2.143% due 01/17/19		200,000		198,683
2.167% due 01/31/19		200,000		198,488

Total short-term U.S. government and agency obligations (cost $4,489,996)			$	4,489,617

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Euro Fx Currency Futures - CME, expires December 2018		58	$	8,469,450	$	1,881

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	31,641		$	18,865		$	78,667		$	57,345

Expenses
Management fee		20,064			21,606			57,645			92,259
Brokerage commissions		316			330			919			1,433

Total expenses		20,380			21,936			58,564			93,692

Net investment income (loss)		11,261			(3,071	)		20,103			(36,347	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		173,885			(599,482	)		238,110			(1,334,988	)
Short-term U.S. government and agency obligations		—			(107	)		—			(384	)

Net realized gain (loss)		173,885			(599,589	)		238,110			(1,335,372	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(85,332	)		291,787			168,169			(26,694	)
Short-term U.S. government and agency obligations		(900	)		326			(19	)		404

Change in net unrealized appreciation/depreciation		(86,232	)		292,113			168,150			(26,290	)

Net realized and unrealized gain (loss)		87,653			(307,476	)		406,260			(1,361,662	)

Net income (loss)	$	98,914		$	(310,547	)	$	426,363		$	(1,398,009	)

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	7,991,880
Net investment income (loss)		20,103
Net realized gain (loss)		238,110
Change in net unrealized appreciation/depreciation		168,150

Net income (loss)		426,363

Shareholders’ equity, at September 30, 2018	$	8,418,243

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	426,363		$	(1,398,009	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(242,622,369	)		(45,940,009	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		245,200,000			53,163,769
Net amortization and accretion on short-term U.S government and agency obligations		(71,032	)		(57,345	)
Net realized gain (loss) on investments		—			384
Change in unrealized appreciation/depreciation on investments		19			(404	)
Decrease (Increase) in receivable on futures contracts		(103,916	)		—
Decrease (Increase) in interest receivable		(1,162	)		—
Increase (Decrease) in payable to Sponsor		6			(6,422	)
Increase (Decrease) in payable on futures contracts		(43,311	)		(60,510	)

Net cash provided by (used in) operating activities		2,784,598			5,701,454

Cash flow from financing activities
Payment on shares redeemed		—			(6,278,641	)

Net cash provided by (used in) financing activities		—			(6,278,641	)

Net increase (decrease) in cash		2,784,598			(577,187	)
Cash, beginning of period		1,045,493			2,694,612

Cash, end of period	$	3,830,091		$	2,117,425

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	172,938,296	$	1,468,000
Segregated cash balances with brokers for futures contracts		142,882,866		299,200,276
Short-term U.S. government and agency obligations (Note 3) (cost $– and $494,962,509, respectively)		—		494,910,644
Receivable on open futures contracts		76,522,321		20,758,850
Interest receivable		84,773		—

Total assets		392,428,256		816,337,770

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		44,817,710
Payable on open futures contracts		—		528,750
Payable to Sponsor		319,035		827,439
Payable to Broker		64		—

Total liabilities		319,099		46,173,899

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		392,109,157		770,163,871

Total liabilities and shareholders’ equity	$	392,428,256	$	816,337,770

Shares outstanding (Note 1)		6,634,307		1,512,500

Net asset value per share (Note 1)	$	59.10	$	509.20

Market value per share (Note 1) (Note 2)	$	59.09	$	512.84

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - CBOE, expires October 2018		8,195	$	114,525,125	$	10,886,760
VIX Futures - CBOE, expires November 2018		5,478		82,033,050		244,844

					$	11,131,604

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	1,287,659		$	2,102,194		$	4,369,182		$	3,484,888

Expenses
Management fee		1,111,482			2,376,444			4,725,775			4,636,720
Brokerage commissions		272,502			1,366,561			1,988,563			2,761,371
Brokerage fees		4,836			—			151,758			—

Total expenses		1,388,820			3,743,005			6,866,096			7,398,091

Net investment income (loss)		(101,161	)		(1,640,811	)		(2,496,914	)		(3,913,203	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		38,096,229			188,300,727			(1,789,421,125	)		471,128,319
Short-term U.S. government and agency obligations		—			6,797			(259,112	)		(4,461	)

Net realized gain (loss)		38,096,229			188,307,524			(1,789,680,237	)		471,123,858

Change in net unrealized appreciation/depreciation on
Futures contracts		33,660,002			100,033,466			(5,909,845	)		104,553,646
Short-term U.S. government and agency obligations		—			56,988			51,865			55,837

Change in net unrealized appreciation/depreciation		33,660,002			100,090,454			(5,857,980	)		104,609,483

Net realized and unrealized gain (loss)		71,756,231			288,397,978			(1,795,538,217	)		575,733,341

Net income (loss)	$	71,655,070		$	286,757,167		$	(1,798,035,131	)	$	571,820,138

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	770,163,871
Addition of 17,500,000 shares (Note 1)		2,359,283,234
Redemption of 12,378,193 shares (Note 1)		(939,302,817	)

Net addition (redemption) of 5,121,807 shares (Note 1)		1,419,980,417

Net investment income (loss)		(2,496,914	)
Net realized gain (loss)		(1,789,680,237	)
Change in net unrealized appreciation/depreciation		(5,857,980	)

Net income (loss)		(1,798,035,131	)

Shareholders’ equity, at September 30, 2018	$	392,109,157

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	(1,798,035,131	)	$	571,820,138
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(18,326,003,101	)		(3,392,906,218	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		18,823,156,026			2,796,704,397
Net amortization and accretion on short-term U.S government and agency obligations		(2,449,528	)		(3,484,888	)
Net realized gain (loss) on investments		259,112			4,461
Change in unrealized appreciation/depreciation on investments		(51,865	)		(55,837	)
Decrease (Increase) in receivable on futures contracts		(55,763,471	)		(56,490,608	)
Decrease (Increase) in interest receivable		(84,773	)		—
Increase (Decrease) in payable to Sponsor		(508,404	)		788,675
Increase (Decrease) in payable on futures contracts		(528,750	)		(325,000	)
Increase (Decrease) in payable to Broker		64			—

Net cash provided by (used in) operating activities		(1,360,009,821	)		(83,944,880	)

Cash flow from financing activities
Proceeds from addition of shares		2,359,283,234			3,330,265,694
Payment on shares redeemed		(984,120,527	)		(2,982,562,847	)

Net cash provided by (used in) financing activities		1,375,162,707			347,702,847

Net increase (decrease) in cash		15,152,886			263,757,967
Cash, beginning of period		300,668,276			57,174,744

Cash, end of period	$	315,821,162		$	320,932,711

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	6,480,310	$	1,532,748
Segregated cash balances with brokers for futures contracts		10,308,420		8,796,755
Segregated cash balances with brokers for swap agreements		67,541,000		—
Short-term U.S. government and agency obligations (Note 3) (cost $261,353,097 and $459,543,053, respectively)		261,325,708		459,515,902
Unrealized appreciation on swap agreements		47,065,342		62,238,361
Receivable on open futures contracts		4,931,149		2,242,001

Total assets		397,651,929		534,325,767

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		9,464,420
Payable to Sponsor		309,308		415,821

Total liabilities		309,308		9,880,241

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		397,342,621		524,445,526

Total liabilities and shareholders’ equity	$	397,651,929	$	534,325,767

Shares outstanding		11,111,317		22,161,317

Net asset value per share	$	35.76	$	23.66

Market value per share (Note 2)	$	35.96	$	23.44

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(66% of shareholders’ equity)
U.S. Treasury Bills^^:
1.952% due 10/11/18	$	71,000,000	$	70,959,573
1.975% due 10/25/18		60,000,000		59,916,798
2.018% due 11/08/18		42,000,000		41,907,785
2.036% due 11/23/18		12,000,000		11,962,636
2.066% due 12/06/18		24,000,000		23,906,501
2.055% due 12/20/18		12,000,000		11,943,200
2.103% due 01/03/19		15,000,000		14,915,008
2.143% due 01/17/19		11,000,000		10,927,565
2.167% due 01/31/19		15,000,000		14,886,642

Total short-term U.S. government and agency obligations (cost $261,353,097)			$	261,325,708

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires November 2018		2,959	$	216,746,750	$	20,291,426

Total Return Swap Agreements^


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Crude Oil Sub-Index		0.18	%		10/09/18	$	158,650,102	$	14,479,827
Swap agreement with Goldman Sachs International based on Bloomberg Crude Oil Sub-Index		0.25			10/09/18		139,341,211		11,072,035
Swap agreement with RBC, N.A. based on Bloomberg Crude Oil Sub-Index		0.23			10/09/18		90,338,589		6,969,964
Swap agreement with Societe Generale based on Bloomberg Crude Oil Sub-Index		0.25			10/09/18		61,779,516		4,824,103
Swap agreement with UBS AG based on Bloomberg Crude Oil Sub-Index		0.25			10/09/18		127,870,585		9,719,413

							Total Unrealized Appreciation	$	47,065,342

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of September 30, 2018, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	For swap agreements, a positive amount represents “long” exposure to the benchmark Index. A negative amount represents “short” exposure to the benchmark Index.

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	1,905,336		$	1,819,809		$	5,027,003		$	4,436,888

Expenses
Management fee		981,939			1,798,486			3,073,296			5,773,725
Brokerage commissions		15,926			40,850			61,013			147,117

Total expenses		997,865			1,839,336			3,134,309			5,920,842

Net investment income (loss)		907,471			(19,527	)		1,892,694			(1,483,954	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		4,256,122			21,413,080			34,484,938			(13,550,928	)
Swap agreements		46,027,532			24,084,165			167,537,332			(109,960,912	)
Short-term U.S. government and agency obligations		(314	)		(8,752	)		(320	)		(15,001	)

Net realized gain (loss)		50,283,340			45,488,493			202,021,950			(123,526,841	)

Change in net unrealized appreciation/depreciation on
Futures contracts		3,002,323			13,270,788			8,345,447			8,280,488
Swap agreements		(35,363,528	)		99,552,339			(15,173,019	)		(14,561,671	)
Short-term U.S. government and agency obligations		(53,706	)		6,372			(238	)		35,634

Change in net unrealized appreciation/depreciation		(32,414,911	)		112,829,499			(6,827,810	)		(6,245,549	)

Net realized and unrealized gain (loss)		17,868,429			158,317,992			195,194,140			(129,772,390	)

Net income (loss)	$	18,775,900		$	158,298,465		$	197,086,834		$	(131,256,344	)

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	524,445,526
Addition of 6,350,000 shares		177,414,433
Redemption of 17,400,000 shares		(501,604,172	)

Net addition (redemption) of (11,050,000) shares		(324,189,739	)

Net investment income (loss)		1,892,694
Net realized gain (loss)		202,021,950
Change in net unrealized appreciation/depreciation		(6,827,810	)

Net income (loss)		197,086,834

Shareholders’ equity, at September 30, 2018	$	397,342,621

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	197,086,834		$	(131,256,344	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(10,724,218,285	)		(3,682,731,284	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		10,927,288,348			4,009,879,074
Net amortization and accretion on short-term U.S government and agency obligations		(4,880,427	)		(4,436,887	)
Net realized gain (loss) on investments		320			15,001
Change in unrealized appreciation/depreciation on investments		15,173,257			14,526,037
Decrease (Increase) in receivable on futures contracts		(2,689,148	)		(503,050	)
Increase (Decrease) in payable to Sponsor		(106,513	)		(283,900	)
Increase (Decrease) in brokerage commissions and fees payable		—			(2,332	)
Increase (Decrease) in payable on futures contracts		—			(1,993,438	)

Net cash provided by (used in) operating activities		407,654,386			203,212,877

Cash flow from financing activities
Proceeds from addition of shares		177,414,433			1,105,174,037
Payment on shares redeemed		(511,068,592	)		(1,311,385,792	)

Net cash provided by (used in) financing activities		(333,654,159	)		(206,211,755	)

Net increase (decrease) in cash		74,000,227			(2,998,878	)
Cash, beginning of period		10,329,503			22,011,155

Cash, end of period	$	84,329,730		$	19,012,277

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	7,486,353	$	4,417,324
Segregated cash balances with brokers for futures contracts		2,736,576		10,299,573
Short-term U.S. government and agency obligations (Note 3) (cost $13,366,329 and $50,963,586, respectively)		13,365,019		50,961,356
Receivable from capital shares sold		—		326,440
Receivable on open futures contracts		38,538		1,520,156
Interest receivable		312		—

Total assets		23,626,798		67,524,849

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		4,211,794
Payable to Sponsor		18,024		44,105

Total liabilities		18,024		4,255,899

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		23,608,774		63,268,950

Total liabilities and shareholders’ equity	$	23,626,798	$	67,524,849

Shares outstanding (Note 1)		778,150		1,938,434

Net asset value per share (Note 1)	$	30.34	$	32.64

Market value per share (Note 1) (Note 2)	$	30.27	$	32.50

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(57% of shareholders’ equity)
U.S. Treasury Bills^^:
1.958% due 10/11/18	$	4,000,000	$	3,997,722
1.977% due 10/25/18		3,000,000		2,995,840
2.019% due 11/08/18		2,100,000		2,095,389
2.094% due 12/06/18		1,200,000		1,195,325
2.055% due 12/20/18		700,000		696,687
2.103% due 01/03/19		800,000		795,467
2.143% due 01/17/19		700,000		695,390
2.167% due 01/31/19		900,000		893,199

Total short-term U.S. government and agency obligations (cost $13,366,329)			$	13,365,019

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas - NYMEX, expires November 2018		1,570	$	47,225,600	$	578,049

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	103,480		$	93,039		$	357,473		$	199,874

Expenses
Management fee		60,687			110,894			235,797			318,839
Brokerage commissions		12,349			24,919			62,006			71,984

Total expenses		73,036			135,813			297,803			390,823

Net investment income (loss)		30,444			(42,774	)		59,670			(190,949	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		801,033			(2,014,548	)		5,881,807			(21,040,313	)
Short-term U.S. government and agency obligations		—			(454	)		(31	)		(1,126	)

Net realized gain (loss)		801,033			(2,015,002	)		5,881,776			(21,041,439	)

Change in net unrealized appreciation/depreciation on
Futures contracts		696,672			(1,078,511	)		(6,647,761	)		(3,508,410	)
Short-term U.S. government and agency obligations		(3,297	)		1,692			920			1,284

Change in net unrealized appreciation/depreciation		693,375			(1,076,819	)		(6,646,841	)		(3,507,126	)

Net realized and unrealized gain (loss)		1,494,408			(3,091,821	)		(765,065	)		(24,548,565	)

Net income (loss)	$	1,524,852		$	(3,134,595	)	$	(705,395	)	$	(24,739,514	)

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	63,268,950
Addition of 950,000 shares (Note 1)		26,844,995
Redemption of 2,110,284 shares (Note 1)		(65,799,776	)

Net addition (redemption) of (1,160,284) shares (Note 1)		(38,954,781	)

Net investment income (loss)		59,670
Net realized gain (loss)		5,881,776
Change in net unrealized appreciation/depreciation		(6,646,841	)

Net income (loss)		(705,395	)

Shareholders’ equity, at September 30, 2018	$	23,608,774

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	(705,395	)	$	(24,739,514	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(1,438,078,954	)		(172,712,634	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		1,475,997,907			166,176,382
Net amortization and accretion on short-term U.S government and agency obligations		(321,727	)		(199,874	)
Net realized gain (loss) on investments		31			1,126
Change in unrealized appreciation/depreciation on investments		(920	)		(1,284	)
Decrease (Increase) in receivable on futures contracts		1,481,618			—
Decrease (Increase) in interest receivable		(312	)		—
Increase (Decrease) in payable to Sponsor		(26,081	)		1,153
Increase (Decrease) in brokerage commissions and fees payable		—			(433	)
Increase (Decrease) in payable on futures contracts		—			(1,208,911	)

Net cash provided by (used in) operating activities		38,346,167			(32,683,989	)

Cash flow from financing activities
Proceeds from addition of shares		27,171,435			66,608,730
Payment on shares redeemed		(70,011,570	)		(34,012,985	)

Net cash provided by (used in) financing activities		(42,840,135	)		32,595,745

Net increase (decrease) in cash		(4,493,968	)		(88,244	)
Cash, beginning of period		14,716,897			8,584,212

Cash, end of period	$	10,222,929		$	8,495,968

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	3,179,599	$	1,416,427
Segregated cash balances with brokers for foreign currency forward contracts		921,000		922,000
Short-term U.S. government and agency obligations (Note 3) (cost $3,791,538 and $6,996,595, respectively)		3,791,183		6,996,235
Unrealized appreciation on foreign currency forward contracts		1,087		321,609

Total assets		7,892,869		9,656,271

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		6,191		7,298
Unrealized depreciation on foreign currency forward contracts		34,302		57,457

Total liabilities		40,493		64,755

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		7,852,376		9,591,516

Total liabilities and shareholders’ equity	$	7,892,869	$	9,656,271

Shares outstanding		500,000		550,000

Net asset value per share	$	15.70	$	17.44

Market value per share (Note 2)	$	15.70	$	17.46

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(48% of shareholders’ equity)
U.S. Treasury Bills^^:
1.955% due 10/11/18	$	1,200,000	$	1,199,317
1.982% due 10/25/18		900,000		898,752
2.024% due 11/08/18		600,000		598,683
2.036% due 11/23/18		200,000		199,377
2.064% due 12/06/18		300,000		298,831
2.055% due 12/20/18		100,000		99,527
2.103% due 01/03/19		200,000		198,867
2.143% due 01/17/19		100,000		99,341
2.167% due 01/31/19		200,000		198,488

Total short-term U.S. government and agency obligations (cost $3,791,538)			$	3,791,183

Foreign Currency Forward Contracts^


	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/Value
Contracts to Purchase
Euro with Goldman Sachs International		10/05/18		7,218,625		$	8,400,323		$	(17,909	)
Euro with UBS AG		10/05/18		6,640,300			7,727,245			(16,393	)

							Total Unrealized Depreciation		$	(34,302	)

Contracts to Sell
Euro with Goldman Sachs International		10/05/18		(51,700	)	$	(60,038	)	$	2
Euro with UBS AG		10/05/18		(281,800	)		(328,316	)		1,085

							Total Unrealized Appreciation		$	1,087

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	27,379		$	30,171		$	77,134		$	69,923

Expenses
Management fee		19,089			31,427			64,021			95,974

Total expenses		19,089			31,427			64,021			95,974

Net investment income (loss)		8,290			(1,256	)		13,113			(26,051	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(337,286	)		1,259,663			(646,805	)		2,666,172
Short-term U.S. government and agency obligations		—			(13	)		7			134

Net realized gain (loss)		(337,286	)		1,259,650			(646,798	)		2,666,306

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		138,839			(519,273	)		(297,367	)		364,650
Short-term U.S. government and agency obligations		(563	)		(331	)		5			205

Change in net unrealized appreciation/depreciation		138,276			(519,604	)		(297,362	)		364,855

Net realized and unrealized gain (loss)		(199,010	)		740,046			(944,160	)		3,031,161

Net income (loss)	$	(190,720	)	$	738,790		$	(931,047	)	$	3,005,110

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	9,591,516
Addition of 150,000 shares		2,653,492
Redemption of 200,000 shares		(3,461,585	)

Net addition (redemption) of (50,000) shares		(808,093	)

Net investment income (loss)		13,113
Net realized gain (loss)		(646,798	)
Change in net unrealized appreciation/depreciation		(297,362	)

Net income (loss)		(931,047	)

Shareholders’ equity, at September 30, 2018	$	7,852,376

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	(931,047	)	$	3,005,110
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(379,921,345	)		(40,818,978	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		383,199,612			41,785,306
Net amortization and accretion on short-term U.S government and agency obligations		(73,203	)		(69,923	)
Net realized gain (loss) on investments		(7	)		(134	)
Change in unrealized appreciation/depreciation on investments		297,362			(364,855	)
Increase (Decrease) in payable to Sponsor		(1,107	)		398

Net cash provided by (used in) operating activities		2,570,265			3,536,924

Cash flow from financing activities
Proceeds from addition of shares		2,653,492			18,469,355
Payment on shares redeemed		(3,461,585	)		(19,683,442	)

Net cash provided by (used in) financing activities		(808,093	)		(1,214,087	)

Net increase (decrease) in cash		1,762,172			2,322,837
Cash, beginning of period		2,338,427			606,393

Cash, end of period	$	4,100,599		$	2,929,230

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	1,626,320	$	1,237,103
Segregated cash balances with brokers for futures contracts		6,956		8,800
Segregated cash balances with brokers for forward agreements		16,548,000		—
Short-term U.S. government and agency obligations (Note 3) (cost $55,874,696 and $88,890,367, respectively)		55,869,617		88,884,844
Unrealized appreciation on forward agreements		—		3,646,355
Receivable on open futures contracts		1,760		2,420

Total assets		74,052,653		93,779,522

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		58,308		70,774
Unrealized depreciation on forward agreements		899,357		—

Total liabilities		957,665		70,774

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		73,094,988		93,708,748

Total liabilities and shareholders’ equity	$	74,052,653	$	93,779,522

Shares outstanding		2,250,000		2,350,000

Net asset value per share	$	32.49	$	39.88

Market value per share (Note 2)	$	32.75	$	40.67

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(76% of shareholders’ equity)
U.S. Treasury Bills^^:
1.954% due 10/11/18	$	18,000,000	$	17,989,751
1.980% due 10/25/18		13,000,000		12,981,973
2.026% due 11/08/18		9,000,000		8,980,240
2.036% due 11/23/18		2,000,000		1,993,773
2.076% due 12/06/18		5,000,000		4,980,521
2.055% due 12/20/18		2,000,000		1,990,533
2.103% due 01/03/19		2,000,000		1,988,668
2.143% due 01/17/19		2,000,000		1,986,830
2.167% due 01/31/19		3,000,000		2,977,328

Total short-term U.S. government and agency obligations (cost $55,874,696)			$	55,869,617

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires December 2018		2	$	239,240	$	(11,020	)

Forward Agreements^


	Rate Paid (Received)*			Settlement Date		Commitment to (Deliver)/Receive		Notional Amount at Value**		Unrealized Appreciation (Depreciation)/Value
Forward agreements with Citibank, N.A. based on 0.995 Fine Troy Ounce Gold		2.60	%		11/07/18	$	48,600	$	57,851,010	$	(343,582	)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		2.78			11/07/18		37,420		44,541,774		(269,873	)
Forward agreements with Societe Generale based on 0.995 Fine Troy Ounce Gold		2.77			11/07/18		3,600		4,285,116		(25,919	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		2.72			11/07/18		33,000		39,280,230		(259,983	)

									Total Unrealized Depreciation	$	(899,357	)

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of September 30, 2018 on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions. Forward Agreements payment is due at termination/maturity.

**	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	371,579		$	231,647		$	1,076,472		$	531,782

Expenses
Management fee		184,099			224,583			627,034			692,340
Brokerage commissions		8			10			36			39

Total expenses		184,107			224,593			627,070			692,379

Net investment income (loss)		187,472			7,054			449,402			(160,597	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(17,921	)		600			(11,742	)		(5,221	)
Forward agreements		(15,436,697	)		5,462,318			(12,494,591	)		23,367,970
Short-term U.S. government and agency obligations		—			(61	)		(172	)		487

Net realized gain (loss)		(15,454,618	)		5,462,857			(12,506,505	)		23,363,236

Change in net unrealized appreciation/depreciation on
Futures contracts		4,100			6,520			(16,500	)		28,480
Forward agreements		6,253,539			(555,941	)		(4,545,712	)		(4,022,320	)
Short-term U.S. government and agency obligations		(8,091	)		3,100			444			6,915

Change in net unrealized appreciation/depreciation		6,249,548			(546,321	)		(4,561,768	)		(3,986,925	)

Net realized and unrealized gain (loss)		(9,205,070	)		4,916,536			(17,068,273	)		19,376,311

Net income (loss)	$	(9,017,598	)	$	4,923,590		$	(16,618,871	)	$	19,215,714

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	93,708,748
Addition of 300,000 shares		12,216,052
Redemption of 400,000 shares		(16,210,941	)

Net addition (redemption) of (100,000) shares		(3,994,889	)

Net investment income (loss)		449,402
Net realized gain (loss)		(12,506,505	)
Change in net unrealized appreciation/depreciation		(4,561,768	)

Net income (loss)		(16,618,871	)

Shareholders’ equity, at September 30, 2018	$	73,094,988

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	(16,618,871	)	$	19,215,714
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(3,606,027,964	)		(364,397,565	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		3,640,119,898			358,392,755
Net amortization and accretion on short-term U.S government and agency obligations		(1,076,435	)		(531,747	)
Net realized gain (loss) on investments		172			(487	)
Change in unrealized appreciation/depreciation on investments		4,545,268			4,015,405
Decrease (Increase) in receivable on futures contracts		660			—
Increase (Decrease) in payable to Sponsor		(12,466	)		4,339
Increase (Decrease) in payable on futures contracts		—			(500	)

Net cash provided by (used in) operating activities		20,930,262			16,697,914

Cash flow from financing activities
Proceeds from addition of shares		12,216,052			14,435,007
Payment on shares redeemed		(16,210,941	)		(32,209,526	)

Net cash provided by (used in) financing activities		(3,994,889	)		(17,774,519	)

Net increase (decrease) in cash		16,935,373			(1,076,605	)
Cash, beginning of period		1,245,903			1,275,551

Cash, end of period	$	18,181,276		$	198,946

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	11,970,423	$	1,113,594
Segregated cash balances with brokers for futures contracts		8,078		10,340
Segregated cash balances with brokers for forward agreements		57,917,000		3,343,000
Short-term U.S. government and agency obligations (Note 3) (cost $117,657,012 and $235,605,469, respectively)		117,643,145		235,581,716
Unrealized appreciation on forward agreements		—		21,735,334
Receivable on open futures contracts		4,220		2,220

Total assets		187,542,866		261,786,204

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		3,354,851
Payable to Sponsor		143,327		186,657
Unrealized depreciation on forward agreements		4,467,343		—

Total liabilities		4,610,670		3,541,508

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		182,932,196		258,244,696

Total liabilities and shareholders’ equity	$	187,542,866	$	261,786,204

Shares outstanding		7,946,526		7,696,526

Net asset value per share	$	23.02	$	33.55

Market value per share (Note 2)	$	24.07	$	33.85

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(64% of shareholders’ equity)
U.S. Treasury Bills^^:
1.964% due 10/11/18	$	9,000,000	$	8,994,876
1.979% due 10/25/18		36,000,000		35,950,079
2.023% due 11/08/18		25,000,000		24,945,110
2.036% due 11/23/18		6,000,000		5,981,318
2.071% due 12/06/18		14,000,000		13,945,459
2.055% due 12/20/18		6,000,000		5,971,600
2.103% due 01/03/19		8,000,000		7,954,671
2.143% due 01/17/19		6,000,000		5,960,490
2.167% due 01/31/19		8,000,000		7,939,542

Total short-term U.S. government and agency obligations (cost $117,657,012)			$	117,643,145

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires December 2018		2	$	147,120	$	(5,630	)

Forward Agreements^


	Rate Paid (Received)*			Settlement Date		Commitment to (Deliver)/Receive		Notional Amount at Value**		Unrealized Appreciation (Depreciation)/Value
Forward agreements with Citibank, N.A. based on 0.999 Fine Troy Ounce Silver		2.70	%		11/07/18	$	9,995,000	$	143,367,281	$	(1,743,357	)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver		2.85			11/07/18		6,682,800		95,852,069		(1,193,050	)
Forward agreements with Societe Generale based on 0.999 Fine Troy Ounce Silver		2.88			11/07/18		1,784,000		25,588,982		(305,888	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver		2.87			11/07/18		7,038,000		100,949,553		(1,225,048	)

									Total Unrealized Depreciation	$	(4,467,343	)

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of September 30, 2018, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions. Forward Agreements payment is due at termination/maturity.

**	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	969,237		$	612,838		$	2,671,211		$	1,497,007

Expenses
Management fee		480,028			612,285			1,581,152			1,971,071
Brokerage commissions		12			10			43			49

Total expenses		480,040			612,295			1,581,195			1,971,120

Net investment income (loss)		489,197			543			1,090,016			(474,113	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(18,145	)		2,157			(19,065	)		(18,669	)
Forward agreements		(59,661,332	)		1,062,113			(52,485,906	)		20,345,685
Short-term U.S. government and agency obligations		(831	)		(722	)		(1,203	)		(524	)

Net realized gain (loss)		(59,680,308	)		1,063,548			(52,506,174	)		20,326,492

Change in net unrealized appreciation/depreciation on
Futures contracts		2,340			(2,560	)		(7,230	)		22,420
Forward agreements		9,681,368			7,162,153			(26,202,677	)		(7,267,613	)
Short-term U.S. government and agency obligations		(25,107	)		4,781			9,886			11,441

Change in net unrealized appreciation/depreciation		9,658,601			7,164,374			(26,200,021	)		(7,233,752	)

Net realized and unrealized gain (loss)		(50,021,707	)		8,227,922			(78,706,195	)		13,092,740

Net income (loss)	$	(49,532,510	)	$	8,228,465		$	(77,616,179	)	$	12,618,627

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	258,244,696
Addition of 1,350,000 shares		39,367,193
Redemption of 1,100,000 shares		(37,063,514	)

Net addition (redemption) of 250,000 shares		2,303,679

Net investment income (loss)		1,090,016
Net realized gain (loss)		(52,506,174	)
Change in net unrealized appreciation/depreciation		(26,200,021	)

Net income (loss)		(77,616,179	)

Shareholders’ equity, at September 30, 2018	$	182,932,196

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	(77,616,179	)	$	12,618,627
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(6,095,031,250	)		(1,281,165,030	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		6,215,649,682			1,307,344,193
Net amortization and accretion on short-term U.S government and agency obligations		(2,671,178	)		(1,496,972	)
Net realized gain (loss) on investments		1,203			524
Change in unrealized appreciation/depreciation on investments		26,192,791			7,256,172
Decrease (Increase) in receivable on futures contracts		(2,000	)		—
Increase (Decrease) in payable to Sponsor		(43,330	)		(13,453	)
Increase (Decrease) in payable on futures contracts		—			(220	)

Net cash provided by (used in) operating activities		66,479,739			44,543,841

Cash flow from financing activities
Proceeds from addition of shares		39,367,193			31,641,699
Payment on shares redeemed		(40,418,365	)		(75,235,084	)

Net cash provided by (used in) financing activities		(1,051,172	)		(43,593,385	)

Net increase (decrease) in cash		65,428,567			950,456
Cash, beginning of period		4,466,934			1,678,901

Cash, end of period	$	69,895,501		$	2,629,357

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	130,239,514	$	1,539,237
Segregated cash balances with brokers for futures contracts		358,867,656		87,211,683
Segregated cash balances with brokers for swap agreements		30,250,000		—
Short-term U.S. government and agency obligations (Note 3) (cost $– and $287,546,397, respectively)		—		287,533,132
Receivable from capital shares sold		—		516,930
Receivable on open futures contracts		24,545,765		17,578,451
Interest receivable		33,087		—

Total assets		543,936,022		394,379,433

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		10,975,245		—
Payable to Sponsor		445,058		344,292
Unrealized depreciation on swap agreements		296,663		—
Payable to Broker		8,275		—

Total liabilities		11,725,241		344,292

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		532,210,781		394,035,141

Total liabilities and shareholders’ equity	$	543,936,022	$	394,379,433

Shares outstanding (Note 1)		14,580,912		7,625,448

Net asset value per share (Note 1)	$	36.50	$	51.67

Market value per share (Note 1) (Note 2)	$	36.80	$	51.05

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - CBOE, expires October 2018		30,424	$	425,175,400	$	(32,760,771	)
VIX Futures - CBOE, expires November 2018		20,270		303,543,250		(1,288,783	)

					$	(34,049,554	)

Total Return Swap Agreements^


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Goldman Sachs based on iPath S&P 500 VIX Short-Term Futures		3.23	%		10/29/18	$	69,104,339	$	(296,663	)

							Total Unrealized Depreciation	$	(296,663	)

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	Reflects the floating financing rate, as of September 30, 2018, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	For swap agreements, a positive amount represents “long” exposure to the benchmark Index. A negative amount represents “short” exposure to the benchmark Index.

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	1,202,062		$	866,857		$	2,441,956		$	1,833,411

Expenses
Management fee		1,338,863			1,040,567			3,185,978			2,880,339
Brokerage commissions		987,212			1,150,806			2,530,133			2,819,322

Total expenses		2,326,075			2,191,373			5,716,111			5,699,661

Net investment income (loss)		(1,124,013	)		(1,324,516	)		(3,274,155	)		(3,866,250	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(123,370,811	)		(126,532,816	)		147,966,370			(646,036,987	)
Swap agreements		(32,400,344	)		—			(42,944,849	)		—
Short-term U.S. government and agency obligations		—			(5,866	)		(7,731	)		(26,617	)

Net realized gain (loss)		(155,771,155	)		(126,538,682	)		105,013,790			(646,063,604	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(73,846,983	)		(95,515,562	)		416,566			(93,790,794	)
Swap agreements		(561,143	)		—			(296,663	)		—
Short-term U.S. government and agency obligations		—			21,523			13,265			34,039

Change in net unrealized appreciation/depreciation		(74,408,126	)		(95,494,039	)		133,168			(93,756,755	)

Net realized and unrealized gain (loss)		(230,179,281	)		(222,032,721	)		105,146,958			(739,820,359	)

Net income (loss)	$	(231,303,294	)	$	(223,357,237	)	$	101,872,803		$	(743,686,609	)

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	394,035,141
Addition of 31,930,000 shares (Note 1)		1,886,334,443
Redemption of 24,974,536 shares (Note 1)		(1,850,031,606	)

Net addition (redemption) of 6,955,464 shares (Note 1)		36,302,837

Net investment income (loss)		(3,274,155	)
Net realized gain (loss)		105,013,790
Change in net unrealized appreciation/depreciation		133,168

Net income (loss)		101,872,803

Shareholders’ equity, at September 30, 2018	$	532,210,781

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	101,872,803		$	(743,686,609	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(11,238,858,669	)		(2,355,267,451	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		11,527,565,730			2,270,464,979
Net amortization and accretion on short-term U.S government and agency obligations		(1,168,395	)		(1,833,411	)
Net realized gain (loss) on investments		7,731			26,617
Change in unrealized appreciation/depreciation on investments		283,398			(34,039	)
Decrease (Increase) in receivable on futures contracts		(6,967,314	)		35,967,191
Decrease (Increase) in interest receivable		(33,087	)		—
Increase (Decrease) in payable to Sponsor		100,766			(183	)
Increase (Decrease) in payable on futures contracts		10,975,245			20,456,567
Increase (Decrease) in payable to Broker		8,275			—

Net cash provided by (used in) operating activities		393,786,483			(773,906,339	)

Cash flow from financing activities
Proceeds from addition of shares		1,886,851,373			2,095,312,098
Payment on shares redeemed		(1,850,031,606	)		(1,383,528,842	)

Net cash provided by (used in) financing activities		36,819,767			711,783,256

Net increase (decrease) in cash		430,606,250			(62,123,083	)
Cash, beginning of period		88,750,920			82,333,580

Cash, end of period	$	519,357,170		$	20,210,497

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	2,075,530	$	903,472
Segregated cash balances with brokers for foreign currency forward contracts		251,000		—
Short-term U.S. government and agency obligations (Note 3) (cost $499,413 and $1,998,216, respectively)		499,389		1,997,933
Unrealized appreciation on foreign currency forward contracts		2,229		—

Total assets		2,828,148		2,901,405

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		2,188		2,312
Unrealized depreciation on foreign currency forward contracts		112,203		34,824

Total liabilities		114,391		37,136

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		2,713,757		2,864,269

Total liabilities and shareholders’ equity	$	2,828,148	$	2,901,405

Shares outstanding		49,970		49,970

Net asset value per share	$	54.31	$	57.32

Market value per share (Note 2)	$	54.44	$	57.45

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(18% of shareholders’ equity)
U.S. Treasury Bills^^:
1.959% due 10/11/18	$	200,000	$	199,886
1.997% due 10/25/18		200,000		199,723
2.028% due 11/08/18		100,000		99,780

Total short-term U.S. government and agency obligations (cost $499,413)			$	499,389

Foreign Currency Forward Contracts^


	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/Value
Contracts to Purchase
Yen with Goldman Sachs International		10/05/18		314,885,800		$	2,827,586		$	(55,349	)
Yen with UBS AG		10/05/18		322,117,300			2,892,758			(56,854	)

							Total Unrealized Depreciation		$	(112,203	)

Contracts to Sell
Yen with Goldman Sachs International		10/05/18		(4,751,100	)	$	(42,518	)	$	689
Yen with UBS AG		10/05/18		(14,328,300	)		(127,685	)		1,540

							Total Unrealized Appreciation		$	2,229

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represents discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	5,433		$	10,221		$	14,169		$	21,407

Expenses
Management fee		6,797			14,387			21,129			42,356

Total expenses		6,797			14,387			21,129			42,356

Net investment income (loss)		(1,364	)		(4,166	)		(6,960	)		(20,949	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(91,507	)		(4,492	)		(68,661	)		338,091
Short-term U.S. government and agency obligations		—			(53	)		—			(85	)

Net realized gain (loss)		(91,507	)		(4,545	)		(68,661	)		338,006

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(85,715	)		(52,440	)		(75,150	)		(53,233	)
Short-term U.S. government and agency obligations		(125	)		(332	)		259			139

Change in net unrealized appreciation/depreciation		(85,840	)		(52,772	)		(74,891	)		(53,094	)

Net realized and unrealized gain (loss)		(177,347	)		(57,317	)		(143,552	)		284,912

Net income (loss)	$	(178,711	)	$	(61,483	)	$	(150,512	)	$	263,963

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	2,864,269
Net investment income (loss)		(6,960	)
Net realized gain (loss)		(68,661	)
Change in net unrealized appreciation/depreciation		(74,891	)

Net income (loss)		(150,512	)

Shareholders’ equity, at September 30, 2018	$	2,713,757

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	(150,512	)	$	263,963
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(35,287,312	)		(16,968,160	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		36,800,000			17,610,089
Net amortization and accretion on short-term U.S government and agency obligations		(13,885	)		(21,407	)
Net realized gain (loss) on investments		—			85
Change in unrealized appreciation/depreciation on investments		74,891			53,094
Increase (Decrease) in payable to Sponsor		(124	)		161

Net cash provided by (used in) operating activities		1,423,058			937,825

Cash flow from financing activities
Net increase (decrease) in cash		1,423,058			937,825
Cash, beginning of period		903,472			604,691

Cash, end of period	$	2,326,530		$	1,542,516

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	28,079,523	$	9,683,852
Segregated cash balances with brokers for futures contracts		5,110,434		1,285,048
Receivable on open futures contracts		2,661,141		289,395
Offering costs (Note 5)		—		52,846
Limitation by Sponsor		—		24,342
Interest receivable		5,419		—

Total assets		35,856,517		11,335,483

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		29,886		—

Total liabilities		29,886		—

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		35,826,631		11,335,483

Total liabilities and shareholders’ equity	$	35,856,517	$	11,335,483

Shares outstanding		550,000		300,008

Net asset value per share	$	65.14	$	37.78

Market value per share (Note 2)	$	65.68	$	37.23

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires November 2018		1,467	$	107,457,750	$	10,246,895

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30, 2018			January 13, 2017 (Inception) through September 30, 2017
	2018		2017			Nine Months Ended September 30, 2018			January 13, 2017 (Inception) through September 30, 2017
Investment Income
Interest	$	110,355	$	—		$	115,343		$	—

Expenses
Management fee		92,674		—			148,366			—
Brokerage commissions		13,783		13,100			33,256			24,374
Offering costs		—		37,405			52,846			77,250
Limitation by Sponsor		—		—			(26,957	)		(2,484	)
Reduction in Limitation by Sponsor		—		5,818			—			—

Total expenses		106,457		56,323			207,511			99,140

Net investment income (loss)		3,898		(56,323	)		(92,168	)		(99,140	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		4,185,376		4,971,742			7,547,152			3,137,907

Net realized gain (loss)		4,185,376		4,971,742			7,547,152			3,137,907

Change in net unrealized appreciation/depreciation on
Futures contracts		341,411		694,326			8,828,897			1,272,779

Change in net unrealized appreciation/depreciation		341,411		694,326			8,828,897			1,272,779

Net realized and unrealized gain (loss)		4,526,787		5,666,068			16,376,049			4,410,686

Net income (loss)	$	4,530,685	$	5,609,745		$	16,283,881		$	4,311,546

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	11,335,483
Addition of 1,050,000 shares		51,851,095
Redemption of 800,008 shares		(43,643,828	)

Net addition (redemption) of 249,992 shares		8,207,267

Net investment income (loss)		(92,168	)
Net realized gain (loss)		7,547,152
Change in net unrealized appreciation/depreciation		8,828,897

Net income (loss)		16,283,881

Shareholders’ equity, at September 30, 2018	$	35,826,631

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X CRUDE OIL ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30, 2018			January 13, 2017 (Inception) through September 30, 2017
Cash flow from operating activities
Net income (loss)	$	16,283,881		$	4,311,546
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(1,341,902,799	)		—
Proceeds from sales or maturities of short-term U.S government and agency obligations		1,342,000,000			—
Net amortization and accretion on short-term U.S government and agency obligations		(97,201	)		—
Decrease (Increase) in receivable on futures contracts		(2,371,746	)		(42,870	)
Decrease (Increase) in Limitation by Sponsor		24,342			(2,484	)
Decrease (Increase) in interest receivable		(5,419	)		—
Amortization of offering cost		52,846			77,250
Increase (Decrease) in payable to Sponsor		29,886			—

Net cash provided by (used in) operating activities		14,013,790			4,343,442

Cash flow from financing activities
Proceeds from addition of shares		51,851,095			29,606,619
Payment on shares redeemed		(43,643,828	)		(26,336,701	)

Net cash provided by (used in) financing activities		8,207,267			3,269,918

Net increase (decrease) in cash		22,221,057			7,613,360
Cash, beginning of period		10,968,900			—

Cash, end of period	$	33,189,957		$	7,613,360

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	24,687,429	$	19,203,543
Segregated cash balances with brokers for futures contracts		3,919,487		2,396,625
Offering costs (Note 5)		—		52,797
Limitation by Sponsor		—		35,309
Interest receivable		5,419		—

Total assets		28,612,335		21,688,274

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		1,101,616		527,098
Payable to Sponsor		17,973		—

Total liabilities		1,119,589		527,098

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		27,492,746		21,161,176

Total liabilities and shareholders’ equity	$	28,612,335	$	21,688,274

Shares outstanding (Note 1)		1,674,906		500,002

Net asset value per share (Note 1)	$	16.41	$	42.32

Market value per share (Note 1) (Note 2)	$	16.27	$	42.88

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires November 2018		1,126	$	82,479,500	$	(5,282,566	)

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30, 2018			January 13, 2017 (Inception) through September 30, 2017
	2018			2017			Nine Months Ended September 30, 2018			January 13, 2017 (Inception) through September 30, 2017
Investment Income
Interest	$	56,224		$	—		$	62,491		$	—

Expenses
Management fee		54,403			—			110,213			—
Brokerage commissions		9,856			9,395			40,361			17,296
Offering costs		—			37,405			52,797			77,250
Limitation by Sponsor		—			(12,787	)		(176	)		(34,903	)

Total expenses		64,259			34,013			203,195			59,643

Net investment income (loss)		(8,035	)		(34,013	)		(140,704	)		(59,643	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(3,065,880	)		(1,540,337	)		(14,534,995	)		232,006

Net realized gain (loss)		(3,065,880	)		(1,540,337	)		(14,534,995	)		232,006

Change in net unrealized appreciation/depreciation on
Futures contracts		159,888			(2,178,096	)		(2,294,411	)		(2,423,370	)

Change in net unrealized appreciation/depreciation		159,888			(2,178,096	)		(2,294,411	)		(2,423,370	)

Net realized and unrealized gain (loss)		(2,905,992	)		(3,718,433	)		(16,829,406	)		(2,191,364	)

Net income (loss)	$	(2,914,027	)	$	(3,752,446	)	$	(16,970,110	)	$	(2,251,007	)

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	21,161,176
Addition of 2,287,500 shares (Note 1)		56,680,459
Redemption of 1,112,596 shares (Note 1)		(33,378,779	)

Net addition (redemption) of 1,174,904 shares (Note 1)		23,301,680

Net investment income (loss)		(140,704	)
Net realized gain (loss)		(14,534,995	)
Change in net unrealized appreciation/depreciation		(2,294,411	)

Net income (loss)		(16,970,110	)

Shareholders’ equity, at September 30, 2018	$	27,492,746

See accompanying notes to financial statements.

PROSHARES ULTRAPRO 3X SHORT CRUDE OIL ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30, 2018			January 13, 2017 (Inception) through September 30, 2017
Cash flow from operating activities
Net income (loss)	$	(16,970,110	)	$	(2,251,007	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(596,956,970	)		—
Proceeds from sales or maturities of short-term U.S government and agency obligations		597,000,000			—
Net amortization and accretion on short-term U.S government and agency obligations		(43,030	)		—
Decrease (Increase) in Limitation by Sponsor		35,309			(34,903	)
Decrease (Increase) in interest receivable		(5,419	)		—
Amortization of offering cost		52,797			77,250
Increase (Decrease) in payable to Sponsor		17,973			—
Increase (Decrease) in payable on futures contracts		574,518			83,153

Net cash provided by (used in) operating activities		(16,294,932	)		(2,125,507	)

Cash flow from financing activities
Proceeds from addition of shares		56,680,459			22,510,278
Payment on shares redeemed		(33,378,779	)		(4,490,543	)

Net cash provided by (used in) financing activities		23,301,680			18,019,735

Net increase (decrease) in cash		7,006,748			15,894,228
Cash, beginning of period		21,600,168			—

Cash, end of period	$	28,606,916		$	15,894,228

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	3,609,270	$	1,297,022
Segregated cash balances with brokers for futures contracts		301,125		485,375
Short-term U.S. government and agency obligations (Note 3) (cost $3,892,287 and $11,984,898, respectively)		3,891,985		11,983,904
Receivable on open futures contracts		107,573		—
Interest receivable		2,050		—

Total assets		7,912,003		13,766,301

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		52,950
Payable to Sponsor		6,225		11,249

Total liabilities		6,225		64,199

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		7,905,778		13,702,102

Total liabilities and shareholders’ equity	$	7,912,003	$	13,766,301

Shares outstanding		150,000		300,000

Net asset value per share	$	52.71	$	45.67

Market value per share (Note 2)	$	52.78	$	45.72

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(49% of shareholders’ equity)
U.S. Treasury Bills^^:
1.951% due 10/11/18	$	1,300,000	$	1,299,260
1.986% due 10/25/18		1,000,000		998,613
2.038% due 11/08/18		700,000		698,463
2.036% due 11/23/18		200,000		199,377
2.071% due 12/06/18		400,000		398,442
2.143% due 01/17/19		100,000		99,341
2.167% due 01/31/19		200,000		198,489

Total short-term U.S. government and agency obligations (cost $3,892,287)			$	3,891,985

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Australian Dollar Fx Currency Futures - CME, expires December 2018		219	$	15,827,130	$	(232,700	)

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	29,472		$	23,090		$	73,735		$	58,614

Expenses
Management fee		18,194			24,991			54,862			94,837
Brokerage commissions		1,777			1,555			4,487			6,088

Total expenses		19,971			26,546			59,349			100,925

Net investment income (loss)		9,501			(3,456	)		14,386			(42,311	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		997,012			(1,453,355	)		292,391			(1,920,606	)
Short-term U.S. government and agency obligations		—			(22	)		(247	)		(177	)

Net realized gain (loss)		997,012			(1,453,377	)		292,144			(1,920,783	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(624,470	)		837,800			660,520			(802,850	)
Short-term U.S. government and agency obligations		(596	)		(14	)		692			843

Change in net unrealized appreciation/depreciation		(625,066	)		837,786			661,212			(802,007	)

Net realized and unrealized gain (loss)		371,946			(615,591	)		953,356			(2,722,790	)

Net income (loss)	$	381,447		$	(619,047	)	$	967,742		$	(2,765,101	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	13,702,102
Addition of 50,000 shares		2,477,186
Redemption of 200,000 shares		(9,241,252	)

Net addition (redemption) of (150,000) shares		(6,764,066	)

Net investment income (loss)		14,386
Net realized gain (loss)		292,144
Change in net unrealized appreciation/depreciation		661,212

Net income (loss)		967,742

Shareholders’ equity, at September 30, 2018	$	7,905,778

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	967,742		$	(2,765,101	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(161,240,617	)		(57,937,852	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		169,398,003			62,908,840
Net amortization and accretion on short-term U.S government and agency obligations		(65,022	)		(58,614	)
Net realized gain (loss) on investments		247			177
Change in unrealized appreciation/depreciation on investments		(692	)		(843	)
Decrease (Increase) in receivable on futures contracts		(107,573	)		(34,800	)
Decrease (Increase) in interest receivable		(2,050	)		—
Increase (Decrease) in payable to Sponsor		(5,024	)		(6,053	)
Increase (Decrease) in payable on futures contracts		(52,950	)		(32,340	)

Net cash provided by (used in) operating activities		8,892,064			2,073,414

Cash flow from financing activities
Proceeds from addition of shares		2,477,186			—
Payment on shares redeemed		(9,241,252	)		(4,723,167	)

Net cash provided by (used in) financing activities		(6,764,066	)		(4,723,167	)

Net increase (decrease) in cash		2,127,998			(2,649,753	)
Cash, beginning of period		1,782,397			3,749,149

Cash, end of period	$	3,910,395		$	1,099,396

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	16,532,333	$	1,120,278
Segregated cash balances with brokers for futures contracts		1,945,736		2,567,813
Segregated cash balances with brokers for swap agreements		45,176,000		—
Short-term U.S. government and agency obligations (Note 3) (cost $106,754,836 and $253,669,155, respectively)		106,744,688		253,646,823
Receivable from capital shares sold		2,719,001		—
Interest receivable		9,629		—

Total assets		173,127,387		257,334,914

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		668,540		693,787
Payable to Sponsor		121,286		190,701
Unrealized depreciation on swap agreements		22,294,092		30,607,142

Total liabilities		23,083,918		31,491,630

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		150,043,469		225,843,284

Total liabilities and shareholders’ equity	$	173,127,387	$	257,334,914

Shares outstanding		11,039,884		9,289,884

Net asset value per share	$	13.59	$	24.31

Market value per share (Note 2)	$	13.50	$	24.56

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(71% of shareholders’ equity)
U.S. Treasury Bills^^:
1.951% due 10/11/18	$	33,000,000	$	32,981,210
1.981% due 10/25/18		24,000,000		23,966,719
2.026% due 11/08/18		17,000,000		16,962,675
2.036% due 11/23/18		5,000,000		4,984,432
2.067% due 12/06/18		10,000,000		9,961,042
2.055% due 12/20/18		4,000,000		3,981,067
2.103% due 01/03/19		5,000,000		4,971,669
2.143% due 01/17/19		4,000,000		3,973,660
2.167% due 01/31/19		5,000,000		4,962,214

Total short-term U.S. government and agency obligations (cost $106,754,836)			$	106,744,688

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires November 2018		559	$	40,946,750	$	(3,044,668	)

Total Return Swap Agreements^


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**			Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Crude Oil Sub-Index		0.18	%		10/09/18	$	(79,186,535	)	$	(7,353,578	)
Swap agreement with Goldman Sachs International based on Bloomberg Crude Oil Sub-Index		0.25			10/09/18		(59,054,009	)		(4,624,796	)
Swap agreement with RBC, N.A. based on Bloomberg Crude Oil Sub-Index		0.23			10/09/18		(46,878,869	)		(3,733,214	)
Swap agreement with Societe Generale based on Bloomberg Crude Oil Sub-Index		0.25			10/09/18		(22,503,021	)		(1,763,418	)
Swap agreement with UBS AG based on Bloomberg Crude Oil Sub-Index		0.25			10/09/18		(51,524,744	)		(4,819,086	)

							Total Unrealized Depreciation		$	(22,294,092	)

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of September 30, 2018, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	For swap agreements, a positive amount represents “long” exposure to the benchmark Index. A negative amount

represents “short” exposure to the benchmark Index.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	756,932		$	458,896		$	2,275,948		$	998,438

Expenses
Management fee		398,102			456,582			1,355,636			1,374,438
Brokerage commissions		8,555			17,992			37,057			50,772

Total expenses		406,657			474,574			1,392,693			1,425,210

Net investment income (loss)		350,275			(15,678	)		883,255			(426,772	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(4,789,930	)		(6,020,543	)		(12,919,916	)		12,625,049
Swap agreements		(20,100,329	)		(3,398,264	)		(87,730,014	)		37,182,481
Short-term U.S. government and agency obligations		6			(107	)		364			(1,590	)

Net realized gain (loss)		(24,890,253	)		(9,418,914	)		(100,649,566	)		49,805,940

Change in net unrealized appreciation/depreciation on
Futures contracts		4,117,281			(4,525,726	)		917,980			(3,940,674	)
Swap agreements		11,474,108			(25,931,072	)		8,313,050			(1,471,496	)
Short-term U.S. government and agency obligations		(16,865	)		10,122			12,184			13,678

Change in net unrealized appreciation/depreciation		15,574,524			(30,446,676	)		9,243,214			(5,398,492	)

Net realized and unrealized gain (loss)		(9,315,729	)		(39,865,590	)		(91,406,352	)		44,407,448

Net income (loss)	$	(8,965,454	)	$	(39,881,268	)	$	(90,523,097	)	$	43,980,676

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	225,843,284
Addition of 11,000,000 shares		200,705,962
Redemption of 9,250,000 shares		(185,982,680	)

Net addition (redemption) of 1,750,000 shares		14,723,282

Net investment income (loss)		883,255
Net realized gain (loss)		(100,649,566	)
Change in net unrealized appreciation/depreciation		9,243,214

Net income (loss)		(90,523,097	)

Shareholders’ equity, at September 30, 2018	$	150,043,469

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	(90,523,097	)	$	43,980,676
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(5,785,942,457	)		(866,640,949	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		5,934,983,255			826,679,554
Net amortization and accretion on short-term U.S government and agency obligations		(2,126,115	)		(998,438	)
Net realized gain (loss) on investments		(364	)		1,590
Change in unrealized appreciation/depreciation on investments		(8,325,234	)		1,457,818
Decrease (Increase) in receivable on futures contracts		—			(123,680	)
Decrease (Increase) in interest receivable		(9,629	)		—
Increase (Decrease) in payable to Sponsor		(69,415	)		(374	)
Increase (Decrease) in payable on futures contracts		(25,247	)		(13,602	)

Net cash provided by (used in) operating activities		47,961,697			4,342,595

Cash flow from financing activities
Proceeds from addition of shares		197,986,961			398,064,737
Payment on shares redeemed		(185,982,680	)		(401,417,518	)

Net cash provided by (used in) financing activities		12,004,281			(3,352,781	)

Net increase (decrease) in cash		59,965,978			989,814
Cash, beginning of period		3,688,091			7,647,292

Cash, end of period	$	63,654,069		$	8,637,106

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	3,901,391	$	1,886,831
Segregated cash balances with brokers for futures contracts		1,134,531		1,123,375
Short-term U.S. government and agency obligations (Note 3) (cost $3,093,782 and $3,999,667, respectively)		3,093,544		3,999,751
Receivable from capital shares sold		1,780,332		—
Interest receivable		1,400		—

Total assets		9,911,198		7,009,957

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		121,799		104,104
Payable to Sponsor		5,147		3,110

Total liabilities		126,946		107,214

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		9,784,252		6,902,743

Total liabilities and shareholders’ equity	$	9,911,198	$	7,009,957

Shares outstanding		274,832		174,832

Net asset value per share	$	35.60	$	39.48

Market value per share (Note 2)	$	35.65	$	39.65

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(32% of shareholders’ equity)
U.S. Treasury Bills^^:
1.955% due 10/11/18	$	1,100,000	$	1,099,374
1.985% due 10/25/18		800,000		798,891
2.037% due 11/08/18		500,000		498,902
2.079% due 12/06/18		300,000		298,831
2.055% due 12/20/18		100,000		99,527
2.103% due 01/03/19		100,000		99,433
2.143% due 01/17/19		100,000		99,342
2.167% due 01/31/19		100,000		99,244

Total short-term U.S. government and agency obligations (cost $3,093,782)			$	3,093,544

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas - NYMEX, expires November 2018		651	$	19,582,080	$	(6,673	)

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	23,953		$	11,436		$	55,020		$	25,909

Expenses
Management fee		17,108			18,019			46,555			51,110
Brokerage commissions		5,183			7,316			18,954			19,673

Total expenses		22,291			25,335			65,509			70,783

Net investment income (loss)		1,662			(13,899	)		(10,489	)		(44,874	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(265,373	)		(151,368	)		(277,886	)		1,756,252
Short-term U.S. government and agency obligations		—			(75	)		—			(334	)

Net realized gain (loss)		(265,373	)		(151,443	)		(277,886	)		1,755,918

Change in net unrealized appreciation/depreciation on
Futures contracts		(12,945	)		615,201			1,090,376			830,552
Short-term U.S. government and agency obligations		(511	)		555			(322	)		249

Change in net unrealized appreciation/depreciation		(13,456	)		615,756			1,090,054			830,801

Net realized and unrealized gain (loss)		(278,829	)		464,313			812,168			2,586,719

Net income (loss)	$	(277,167	)	$	450,414		$	801,679		$	2,541,845

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	6,902,743
Addition of 550,000 shares		20,267,487
Redemption of 450,000 shares		(18,187,657	)

Net addition (redemption) of 100,000 shares		2,079,830

Net investment income (loss)		(10,489	)
Net realized gain (loss)		(277,886	)
Change in net unrealized appreciation/depreciation		1,090,054

Net income (loss)		801,679

Shareholders’ equity, at September 30, 2018	$	9,784,252

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	801,679		$	2,541,845
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(405,049,035	)		(17,971,116	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		406,000,000			17,897,394
Net amortization and accretion on short-term U.S government and agency obligations		(45,080	)		(25,909	)
Net realized gain (loss) on investments		—			334
Change in unrealized appreciation/depreciation on investments		322			(249	)
Decrease (Increase) in receivable on futures contracts		—			74,855
Decrease (Increase) in interest receivable		(1,400	)		—
Increase (Decrease) in payable to Sponsor		2,037			1,874
Increase (Decrease) in brokerage commissions and fees payable		—			(144	)
Increase (Decrease) in payable on futures contracts		17,695			—

Net cash provided by (used in) operating activities		1,726,218			2,518,884

Cash flow from financing activities
Proceeds from addition of shares		18,487,155			9,317,576
Payment on shares redeemed		(18,187,657	)		(9,976,781	)

Net cash provided by (used in) financing activities		299,498			(659,205	)

Net increase (decrease) in cash		2,025,716			1,859,679
Cash, beginning of period		3,010,206			1,037,286

Cash, end of period	$	5,035,922		$	2,896,965

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	34,543,833	$	1,255,895
Segregated cash balances with brokers for foreign currency forward contracts		21,481,000		3,038,000
Short-term U.S. government and agency obligations (Note 3) (cost $113,742,850 and $204,788,208, respectively)		113,732,344		204,770,166
Unrealized appreciation on foreign currency forward contracts		715,615		449,302
Interest receivable		24,967		—

Total assets		170,497,759		209,513,363

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		131,961		171,595
Unrealized depreciation on foreign currency forward contracts		278,349		6,793,571

Total liabilities		410,310		6,965,166

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		170,087,449		202,548,197

Total liabilities and shareholders’ equity	$	170,497,759	$	209,513,363

Shares outstanding		7,300,000		9,550,000

Net asset value per share	$	23.30	$	21.21

Market value per share (Note 2)	$	23.31	$	21.20

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(67% of shareholders’ equity)
U.S. Treasury Bills^^:
1.952% due 10/11/18	$	36,000,000	$	35,979,502
1.981% due 10/25/18		26,000,000		25,963,946
2.037% due 11/08/18		18,000,000		17,960,479
2.036% due 11/23/18		5,000,000		4,984,431
2.063% due 12/06/18		10,000,000		9,961,042
2.055% due 12/20/18		4,000,000		3,981,067
2.103% due 01/03/19		6,000,000		5,966,003
2.143% due 01/17/19		4,000,000		3,973,660
2.167% due 01/31/19		5,000,000		4,962,214

Total short-term U.S. government and agency obligations (cost $113,742,850)			$	113,732,344


Foreign Currency Forward Contracts^
	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Euro with Goldman Sachs International		10/05/18		13,592,000		$	15,859,195		$	(75,888	)
Euro with UBS AG		10/05/18		17,145,000			20,111,584			(202,461	)

							Total Unrealized Depreciation		$	(278,349	)

Contracts to Sell
Euro with Goldman Sachs International		10/05/18		(161,515,225	)	$	(187,945,109	)	$	390,343
Euro with UBS AG		10/05/18		(162,214,000	)		(188,691,470	)		325,272

							Total Unrealized Appreciation		$	715,615

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	787,334		$	559,862		$	2,188,547		$	1,452,945

Expenses
Management fee		410,731			537,193			1,321,368			1,914,770

Total expenses		410,731			537,193			1,321,368			1,914,770

Net investment income (loss)		376,603			22,669			867,179			(461,825	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		6,358,881			(24,505,520	)		10,370,332			(45,334,575	)
Short-term U.S. government and agency obligations		9			(1,394	)		(219	)		(3,856	)

Net realized gain (loss)		6,358,890			(24,506,914	)		10,370,113			(45,338,431	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(2,962,684	)		10,103,133			6,781,535			(12,263,238	)
Short-term U.S. government and agency obligations		(20,359	)		4,959			7,536			8,176

Change in net unrealized appreciation/depreciation		(2,983,043	)		10,108,092			6,789,071			(12,255,062	)

Net realized and unrealized gain (loss)		3,375,847			(14,398,822	)		17,159,184			(57,593,493	)

Net income (loss)	$	3,752,450		$	(14,376,153	)	$	18,026,363		$	(58,055,318	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	202,548,197
Addition of 1,500,000 shares		32,439,081
Redemption of 3,750,000 shares		(82,926,192	)

Net addition (redemption) of (2,250,000) shares		(50,487,111	)

Net investment income (loss)		867,179
Net realized gain (loss)		10,370,113
Change in net unrealized appreciation/depreciation		6,789,071

Net income (loss)		18,026,363

Shareholders’ equity, at September 30, 2018	$	170,087,449

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	18,026,363		$	(58,055,318	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(3,523,724,795	)		(1,194,312,964	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		3,616,785,001			1,313,461,466
Net amortization and accretion on short-term U.S government and agency obligations		(2,015,067	)		(1,452,945	)
Net realized gain (loss) on investments		219			3,856
Change in unrealized appreciation/depreciation on investments		(6,789,071	)		12,255,062
Decrease (Increase) in interest receivable		(24,967	)		—
Increase (Decrease) in payable to Sponsor		(39,634	)		(115,455	)

Net cash provided by (used in) operating activities		102,218,049			71,783,702

Cash flow from financing activities
Proceeds from addition of shares		32,439,081			39,971,085
Payment on shares redeemed		(82,926,192	)		(112,550,546	)

Net cash provided by (used in) financing activities		(50,487,111	)		(72,579,461	)

Net increase (decrease) in cash		51,730,938			(795,759	)
Cash, beginning of period		4,293,895			2,916,502

Cash, end of period	$	56,024,833		$	2,120,743

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	9,270,596	$	1,026,645
Segregated cash balances with brokers for futures contracts		6,956		8,800
Segregated cash balances with brokers for forward agreements		4,712,000		—
Short-term U.S. government and agency obligations (Note 3) (cost $14,973,984 and $31,979,626, respectively)		14,972,997		31,977,900
Unrealized appreciation on forward agreements		345,905		—
Receivable on open futures contracts		580		—

Total assets		29,309,034		33,013,345

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		2,420
Payable to Sponsor		22,414		25,256
Unrealized depreciation on forward agreements		—		1,488,259

Total liabilities		22,414		1,515,935

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		29,286,620		31,497,410

Total liabilities and shareholders’ equity	$	29,309,034	$	33,013,345

Shares outstanding		346,978		446,978

Net asset value per share	$	84.40	$	70.47

Market value per share (Note 2)	$	83.75	$	69.11

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(51% of shareholders’ equity)
U.S. Treasury Bills^^:
1.956% due 10/11/18	$	6,000,000	$	5,996,584
1.983% due 10/25/18		4,000,000		3,994,453
2.031% due 11/08/18		3,000,000		2,993,413
2.094% due 12/06/18		1,000,000		996,104
2.167% due 01/31/19		1,000,000		992,443

Total short-term U.S. government and agency obligations (cost $14,973,984)			$	14,972,997

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires December 2018		2	$	239,240	$	11,020

Forward Agreements^


	Rate Paid (Received)*			Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value**			Unrealized Appreciation (Depreciation)/Value
Forward agreements with Citibank, N.A. based on 0.995 Fine Troy Ounce Gold		(2.10	)%		11/07/18	$	(16,600	)	$	(19,759,810	)	$	109,930
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		(1.93	)		11/07/18		(11,998	)		(14,281,459	)		87,713
Forward agreements with Societe Generale based on 0.995 Fine Troy Ounce Gold		(1.87	)		11/07/18		(3,600	)		(4,285,116	)		25,704
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		(1.92	)		11/07/18		(16,850	)		(20,056,724	)		122,558

										Total Unrealized Appreciation		$	345,905

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of September 30, 2018, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions. Forward Agreements payment is due at termination/maturity.

**	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018		2017
Investment Income
Interest	$	118,392		$	85,802		$	323,515	$	202,149

Expenses
Management fee		67,024			86,766			201,913		268,125
Brokerage commissions		8			10			36		39

Total expenses		67,032			86,776			201,949		268,164

Net investment income (loss)		51,360			(974	)		121,566		(66,015	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		17,879			(640	)		11,739		5,119
Forward agreements		4,907,434			(2,643,515	)		3,216,619		(10,944,071	)
Short-term U.S. government and agency obligations		—			(96	)		152		(1,168	)

Net realized gain (loss)		4,925,313			(2,644,251	)		3,228,510		(10,940,120	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(4,060	)		(6,520	)		16,480		(28,520	)
Forward agreements		(1,930,705	)		305,626			1,834,164		(71,961	)
Short-term U.S. government and agency obligations		(3,289	)		1,228			739		493

Change in net unrealized appreciation/depreciation		(1,938,054	)		300,334			1,851,383		(99,988	)

Net realized and unrealized gain (loss)		2,987,259			(2,343,917	)		5,079,893		(11,040,108	)

Net income (loss)	$	3,038,619		$	(2,344,891	)	$	5,201,459	$	(11,106,123	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	31,497,410
Addition of 250,000 shares		16,527,151
Redemption of 350,000 shares		(23,939,400	)

Net addition (redemption) of (100,000) shares		(7,412,249	)

Net investment income (loss)		121,566
Net realized gain (loss)		3,228,510
Change in net unrealized appreciation/depreciation		1,851,383

Net income (loss)		5,201,459

Shareholders’ equity, at September 30, 2018	$	29,286,620

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	5,201,459		$	(11,106,123	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(1,219,069,079	)		(136,758,217	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		1,236,398,357			162,560,129
Net amortization and accretion on short-term U.S government and agency obligations		(323,484	)		(202,119	)
Net realized gain (loss) on investments		(152	)		1,168
Change in unrealized appreciation/depreciation on investments		(1,834,903	)		71,468
Decrease (Increase) in receivable on futures contracts		(580	)		680
Increase (Decrease) in payable to Sponsor		(2,842	)		(28,652	)
Increase (Decrease) in payable on futures contracts		(2,420	)		—

Net cash provided by (used in) operating activities		20,366,356			14,538,334

Cash flow from financing activities
Proceeds from addition of shares		16,527,151			22,375,636
Payment on shares redeemed		(23,939,400	)		(35,933,118	)

Net cash provided by (used in) financing activities		(7,412,249	)		(13,557,482	)

Net increase (decrease) in cash		12,954,107			980,852
Cash, beginning of period		1,035,445			134,040

Cash, end of period	$	13,989,552		$	1,114,892

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	2,080,557	$	614,804
Segregated cash balances with brokers for futures contracts		8,078		10,340
Segregated cash balances with brokers for forward agreements		6,458,000		738,500
Short-term U.S. government and agency obligations (Note 3) (cost $13,467,022 and $18,352,808, respectively)		13,465,807		18,349,861
Unrealized appreciation on forward agreements		526,111		—

Total assets		22,538,553		19,713,505

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		3,171,777
Payable on open futures contracts		3,110		2,220
Payable to Sponsor		17,568		17,086
Unrealized depreciation on forward agreements		—		1,716,163

Total liabilities		20,678		4,907,246

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		22,517,875		14,806,259

Total liabilities and shareholders’ equity	$	22,538,553	$	19,713,505

Shares outstanding		516,976		466,976

Net asset value per share	$	43.56	$	31.71

Market value per share (Note 2)	$	41.58	$	31.40

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(60% of shareholders’ equity)
U.S. Treasury Bills^^:
1.957% due 10/11/18	$	4,200,000	$	4,197,609
1.996% due 10/25/18		3,100,000		3,095,701
2.031% due 11/08/18		2,100,000		2,095,389
2.094% due 12/06/18		1,200,000		1,195,325
2.055% due 12/20/18		600,000		597,160
2.103% due 01/03/19		700,000		696,034
2.143% due 01/17/19		700,000		695,390
2.167% due 01/31/19		900,000		893,199

Total short-term U.S. government and agency obligations (cost $13,467,022)			$	13,465,807

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires December 2018		2	$	147,120	$	5,630

Forward Agreements^


	Rate Paid (Received)*			Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value**			Unrealized Appreciation (Depreciation)/Value
Forward agreements with Citibank, N.A. based on 0.999 Fine Troy Ounce Silver		(2.20	)%		11/07/18	$	(1,151,000	)	$	(16,509,829	)	$	197,066
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver		(2.00	)		11/07/18		(856,500	)		(12,284,865	)		134,792
Forward agreements with Societe Generale based on 0.999 Fine Troy Ounce Silver		(1.98	)		11/07/18		(156,000	)		(2,237,602	)		26,635
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver		(1.97	)		11/07/18		(967,000	)		(13,870,165	)		167,618

										Total Unrealized Appreciation		$	526,111

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of September 30, 2018, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions. Forward Agreements payment is due at termination/maturity.

**	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	99,348		$	44,411		$	242,765		$	103,317

Expenses
Management fee		58,074			46,737			155,203			143,542
Brokerage commissions		8			10			34			39

Total expenses		58,082			46,747			155,237			143,581

Net investment income (loss)		41,266			(2,336	)		87,528			(40,264	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		18,150			(2,193	)		20,132			18,357
Forward agreements		6,395,607			(464,978	)		5,131,269			(2,711,677	)
Short-term U.S. government and agency obligations		—			(46	)		(2,032	)		(190	)

Net realized gain (loss)		6,413,757			(467,217	)		5,149,369			(2,693,510	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(2,340	)		2,560			7,280			(22,370	)
Forward agreements		(926,674	)		(396,316	)		2,242,274			768,187
Short-term U.S. government and agency obligations		(2,540	)		29			1,732			(33	)

Change in net unrealized appreciation/depreciation		(931,554	)		(393,727	)		2,251,286			745,784

Net realized and unrealized gain (loss)		5,482,203			(860,944	)		7,400,655			(1,947,726	)

Net income (loss)	$	5,523,469		$	(863,280	)	$	7,488,183		$	(1,987,990	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	14,806,259
Addition of 650,000 shares		21,143,589
Redemption of 600,000 shares		(20,920,156	)

Net addition (redemption) of 50,000 shares		223,433

Net investment income (loss)		87,528
Net realized gain (loss)		5,149,369
Change in net unrealized appreciation/depreciation		2,251,286

Net income (loss)		7,488,183

Shareholders’ equity, at September 30, 2018	$	22,517,875

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	7,488,183		$	(1,987,990	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(786,945,031	)		(91,865,007	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		792,071,519			95,552,158
Net amortization and accretion on short-term U.S government and agency obligations		(242,734	)		(103,284	)
Net realized gain (loss) on investments		2,032			190
Change in unrealized appreciation/depreciation on investments		(2,244,006	)		(768,154	)
Decrease (Increase) in receivable on futures contracts		—			780
Increase (Decrease) in payable to Sponsor		482			(4,379	)
Increase (Decrease) in payable on futures contracts		890			—

Net cash provided by (used in) operating activities		10,131,335			824,314

Cash flow from financing activities
Proceeds from addition of shares		21,143,589			22,025,198
Payment on shares redeemed		(24,091,933	)		(20,121,187	)

Net cash provided by (used in) financing activities		(2,948,344	)		1,904,011

Net increase (decrease) in cash		7,182,991			2,728,325
Cash, beginning of period		1,363,644			100,351

Cash, end of period	$	8,546,635		$	2,828,676

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	19,502,078	$	1,582,684
Segregated cash balances with brokers for foreign currency forward contracts		7,846,000		—
Short-term U.S. government and agency obligations (Note 3) (cost $47,892,172 and $131,844,652, respectively)		47,887,747		131,834,352
Unrealized appreciation on foreign currency forward contracts		3,106,062		1,568,997
Interest receivable		2,703		—

Total assets		78,344,590		134,986,033

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		3,759,983
Payable to Sponsor		59,137		106,863
Unrealized depreciation on foreign currency forward contracts		128,409		41,734

Total liabilities		187,546		3,908,580

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		78,157,044		131,077,453

Total liabilities and shareholders’ equity	$	78,344,590	$	134,986,033

Shares outstanding		999,290		1,749,290

Net asset value per share	$	78.21	$	74.93

Market value per share (Note 2)	$	78.18	$	74.98

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(61% of shareholders’ equity)
U.S. Treasury Bills^^:
1.953% due 10/11/18	$	15,000,000	$	14,991,459
1.976% due 10/25/18		11,000,000		10,984,746
2.027% due 11/08/18		8,000,000		7,982,435
2.036% due 11/23/18		2,000,000		1,993,773
2.071% due 12/06/18		4,000,000		3,984,417
2.055% due 12/20/18		2,000,000		1,990,533
2.103% due 01/03/19		2,000,000		1,988,668
2.143% due 01/17/19		2,000,000		1,986,830
2.167% due 01/31/19		2,000,000		1,984,886

Total short-term U.S. government and agency obligations (cost $47,892,172)			$	47,887,747

Foreign Currency Forward Contracts^


	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Yen with Goldman Sachs International		10/05/18		318,769,700		$	2,853,933		$	(47,503	)
Yen with UBS AG		10/05/18		349,211,500			3,155,345			(80,906	)

							Total Unrealized Depreciation		$	(128,409	)

Contracts to Sell
Yen with Goldman Sachs International		10/05/18		(9,071,378,900	)	$	(81,409,108	)	$	1,545,187
Yen with UBS AG		10/05/18		(9,347,285,100	)		(83,853,858	)		1,560,875

							Total Unrealized Appreciation		$	3,106,062

^	The positions and counterparties herein are as of September 30, 2018. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	369,683		$	389,160		$	1,041,106		$	1,072,691

Expenses
Management fee		190,805			376,339			629,165			1,468,775

Total expenses		190,805			376,339			629,165			1,468,775

Net investment income (loss)		178,878			12,821			411,941			(396,084	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		2,520,679			(1,067,853	)		(398,300	)		(17,529,013	)
Short-term U.S. government and agency obligations		—			(1,081	)		3			(3,903	)

Net realized gain (loss)		2,520,679			(1,068,934	)		(398,297	)		(17,532,916	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		2,284,335			(83,509	)		1,450,390			(7,498,058	)
Short-term U.S. government and agency obligations		(9,361	)		3,577			5,875			7,076

Change in net unrealized appreciation/depreciation		2,274,974			(79,932	)		1,456,265			(7,490,982	)

Net realized and unrealized gain (loss)		4,795,653			(1,148,866	)		1,057,968			(25,023,898	)

Net income (loss)	$	4,974,531		$	(1,136,045	)	$	1,469,909		$	(25,419,982	)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	131,077,453
Addition of 100,000 shares		7,078,646
Redemption of 850,000 shares		(61,468,964	)

Net addition (redemption) of (750,000) shares		(54,390,318	)

Net investment income (loss)		411,941
Net realized gain (loss)		(398,297	)
Change in net unrealized appreciation/depreciation		1,456,265

Net income (loss)		1,469,909

Shareholders’ equity, at September 30, 2018	$	78,157,044

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	1,469,909		$	(25,419,982	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(2,653,216,466	)		(919,771,798	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		2,738,199,781			1,040,131,058
Net amortization and accretion on short-term U.S government and agency obligations		(1,030,832	)		(1,072,691	)
Net realized gain (loss) on investments		(3	)		3,903
Change in unrealized appreciation/depreciation on investments		(1,456,265	)		7,490,982
Decrease (Increase) in interest receivable		(2,703	)		—
Increase (Decrease) in payable to Sponsor		(47,726	)		(119,571	)

Net cash provided by (used in) operating activities		83,915,695			101,241,901

Cash flow from financing activities
Proceeds from addition of shares		7,078,646			69,116,080
Payment on shares redeemed		(65,228,947	)		(172,018,744	)

Net cash provided by (used in) financing activities		(58,150,301	)		(102,902,664	)

Net increase (decrease) in cash		25,765,394			(1,660,763	)
Cash, beginning of period		1,582,684			3,166,988

Cash, end of period	$	27,348,078		$	1,506,225

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	15,065,059	$	1,639,958
Segregated cash balances with brokers for futures contracts		3,807,600		4,626,400
Short-term U.S. government and agency obligations (Note 3) (cost $– and $20,993,328, respectively)		—		20,993,515
Receivable on open futures contracts		—		170,015
Interest receivable		4,289		—

Total assets		18,876,948		27,429,888

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		1,058,309
Payable on open futures contracts		95,114		—
Payable to Sponsor		11,178		23,631

Total liabilities		106,292		1,081,940

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		18,770,656		26,347,948

Total liabilities and shareholders’ equity	$	18,876,948	$	27,429,888

Shares outstanding		912,403		1,237,403

Net asset value per share	$	20.57	$	21.29

Market value per share (Note 2)	$	20.68	$	21.15

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - CBOE, expires January 2019		234	$	3,679,650	$	(222,575	)
VIX Futures - CBOE, expires February 2019		389		6,194,825		(233,800	)
VIX Futures - CBOE, expires March 2019		389		6,330,975		(163,530	)
VIX Futures - CBOE, expires April 2019		156		2,562,300		(11,600	)

					$	(631,505	)

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	61,731		$	71,551		$	171,777		$	164,138

Expenses
Management fee		39,915			80,574			137,319			235,818
Brokerage commissions		1,277			6,764			15,635			11,815

Total expenses		41,192			87,338			152,954			247,633

Net investment income (loss)		20,539			(15,787	)		18,823			(83,495	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(1,922,746	)		(3,965,084	)		2,044,708			(19,180,135	)
Short-term U.S. government and agency obligations		—			—			—			(527	)

Net realized gain (loss)		(1,922,746	)		(3,965,084	)		2,044,708			(19,180,662	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(253,265	)		364,615			1,583,775			(653,395	)
Short-term U.S. government and agency obligations		—			1,342			(187	)		2,167

Change in net unrealized appreciation/depreciation		(253,265	)		365,957			1,583,588			(651,228	)

Net realized and unrealized gain (loss)		(2,176,011	)		(3,599,127	)		3,628,296			(19,831,890	)

Net income (loss)	$	(2,155,472	)	$	(3,614,914	)	$	3,647,119		$	(19,915,385	)

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	26,347,948
Addition of 700,000 shares		15,131,247
Redemption of 1,025,000 shares		(26,355,658	)

Net addition (redemption) of (325,000) shares		(11,224,411	)

Net investment income (loss)		18,823
Net realized gain (loss)		2,044,708
Change in net unrealized appreciation/depreciation		1,583,588

Net income (loss)		3,647,119

Shareholders’ equity, at September 30, 2018	$	18,770,656

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	3,647,119		$	(19,915,385	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(1,112,899,672	)		(149,796,234	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		1,134,000,000			159,492,969
Net amortization and accretion on short-term U.S government and agency obligations		(107,000	)		(164,138	)
Net realized gain (loss) on investments		—			527
Change in unrealized appreciation/depreciation on investments		187			(2,167	)
Decrease (Increase) in receivable on futures contracts		170,015			242,541
Decrease (Increase) in interest receivable		(4,289	)		—
Increase (Decrease) in payable to Sponsor		(12,453	)		(3,988	)
Increase (Decrease) in payable on futures contracts		95,114			539,598

Net cash provided by (used in) operating activities		24,889,021			(9,606,277	)

Cash flow from financing activities
Proceeds from addition of shares		15,131,247			22,086,339
Payment on shares redeemed		(27,413,967	)		(6,918,150	)

Net cash provided by (used in) financing activities		(12,282,720	)		15,168,189

Net increase (decrease) in cash		12,606,301			5,561,912
Cash, beginning of period		6,266,358			2,207,730

Cash, end of period	$	18,872,659		$	7,769,642

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	77,114,447	$	1,850,632
Segregated cash balances with brokers for futures contracts		76,022,714		1,864,500
Short-term U.S. government and agency obligations (Note 3) (cost $– and $134,855,770, respectively)		—		134,845,604
Receivable on open futures contracts		4,844,422		2,667,474
Interest receivable		37,100		—

Total assets		158,018,683		141,228,210

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		3,431,713
Payable on open futures contracts		3,331,846		—
Payable to Sponsor		55,451		54,937

Total liabilities		3,387,297		3,486,650

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		154,631,386		137,741,560

Total liabilities and shareholders’ equity	$	158,018,683	$	141,228,210

Shares outstanding		7,076,317		5,901,317

Net asset value per share	$	21.85	$	23.34

Market value per share (Note 2)	$	21.94	$	23.15

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2018

(unaudited)


Futures Contracts Purchased
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - CBOE, expires October 2018		6,448	$	90,110,800	$	(6,857,893	)
VIX Futures - CBOE, expires November 2018		4,305		64,467,375		(255,585	)

					$	(7,113,478	)

See accompanying notes to financial statements.

100

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment Income
Interest	$	366,829		$	379,082		$	878,858		$	786,305

Expenses
Management fee		284,856			381,123			759,563			1,004,091
Brokerage commissions		31,960			59,243			133,431			138,487
Brokerage fees		—			—			268			—

Total expenses		316,816			440,366			893,262			1,142,578

Net investment income (loss)		50,013			(61,284	)		(14,404	)		(356,273	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(24,690,361	)		(27,447,205	)		29,057,091			(126,202,705	)
Short-term U.S. government and agency obligations		—			419			(1,993	)		(943	)

Net realized gain (loss)		(24,690,361	)		(27,446,786	)		29,055,098			(126,203,648	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(16,539,938	)		(17,219,461	)		(2,351,601	)		(17,860,669	)
Short-term U.S. government and agency obligations		—			3,094			10,166			6,384

Change in net unrealized appreciation/depreciation		(16,539,938	)		(17,216,367	)		(2,341,435	)		(17,854,285	)

Net realized and unrealized gain (loss)		(41,230,299	)		(44,663,153	)		26,713,663			(144,057,933	)

Net income (loss)	$	(41,180,286	)	$	(44,724,437	)	$	26,699,259		$	(144,414,206	)

See accompanying notes to financial statements.

101

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	137,741,560
Addition of 7,300,000 shares		206,106,237
Redemption of 6,125,000 shares		(215,915,670	)

Net addition (redemption) of 1,175,000 shares		(9,809,433	)

Net investment income (loss)		(14,404	)
Net realized gain (loss)		29,055,098
Change in net unrealized appreciation/depreciation		(2,341,435	)

Net income (loss)		26,699,259

Shareholders’ equity, at September 30, 2018	$	154,631,386

See accompanying notes to financial statements.

102

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017
Cash flow from operating activities
Net income (loss)	$	26,699,259		$	(144,414,206	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(4,972,527,143	)		(634,948,674	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		5,107,914,327			597,015,224
Net amortization and accretion on short-term U.S government and agency obligations		(533,407	)		(786,305	)
Net realized gain (loss) on investments		1,993			943
Change in unrealized appreciation/depreciation on investments		(10,166	)		(6,384	)
Decrease (Increase) in receivable on futures contracts		(2,176,948	)		4,484,270
Decrease (Increase) in interest receivable		(37,100	)		—
Increase (Decrease) in payable to Sponsor		514			(10,310	)
Increase (Decrease) in payable on futures contracts		3,331,846			3,913,679

Net cash provided by (used in) operating activities		162,663,175			(174,751,763	)

Cash flow from financing activities
Proceeds from addition of shares		206,106,237			274,586,934
Payment on shares redeemed		(219,347,383	)		(112,968,055	)

Net cash provided by (used in) financing activities		(13,241,146	)		161,618,879

Net increase (decrease) in cash		149,422,029			(13,132,884	)
Cash, beginning of period		3,715,132			21,772,280

Cash, end of period	$	153,137,161		$	8,639,396

See accompanying notes to financial statements.

103

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	September 30, 2018 (unaudited)		December 31, 2017
Assets
Cash	$	574,066,212	$	55,713,112
Segregated cash balances with brokers for futures contracts		607,213,953		420,018,133
Segregated cash balances with brokers for swap agreements		142,967,000		—
Segregated cash balances with brokers for forward agreements		85,635,000		4,081,500
Segregated cash balances with brokers for foreign currency forward contracts		30,499,000		3,960,000
Short-term U.S. government and agency obligations (Note 3) (cost $760,849,014 and $2,445,970,899, respectively)		760,772,790		2,445,779,873
Unrealized appreciation on swap agreements		47,065,342		62,238,361
Unrealized appreciation on forward agreements		872,016		25,381,689
Unrealized appreciation on foreign currency forward contracts		3,824,993		2,339,908
Receivable from capital shares sold		4,499,333		843,370
Receivable on open futures contracts		113,761,385		45,230,982
Offering costs (Note 5)		—		105,643
Limitation by Sponsor		—		59,651
Interest receivable		212,310		—

Total assets		2,371,389,334		3,065,752,222

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		73,270,557
Payable on open futures contracts		16,297,270		1,954,640
Payable to Sponsor		1,786,208		2,509,663
Unrealized depreciation on swap agreements		22,590,755		30,607,142
Unrealized depreciation on forward agreements		5,366,700		3,204,422
Unrealized depreciation on foreign currency forward contracts		553,263		6,927,586
Payable to Broker		8,339		—

Total liabilities		46,602,535		118,474,010

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		2,324,786,799		2,947,278,212

Total liabilities and shareholders’ equity	$	2,371,389,334	$	3,065,752,222

Shares outstanding		74,892,768		74,000,885

See accompanying notes to financial statements.

104

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017*
Investment Income
Interest	$	8,684,059		$	7,808,931		$	23,542,372		$	16,997,031

Expenses
Management fee		5,834,934			8,239,003			18,491,990			23,059,129
Brokerage commissions		1,360,732			2,698,871			4,925,964			6,069,898
Brokerage fees		4,836			—			152,026			—
Offering costs		—			74,810			105,643			154,500
Limitation by Sponsor		—			(12,787	)		(27,133	)		(37,387	)
Reduction in Limitation by Sponsor		—			5,818			—			—

Total expenses		7,200,502			11,005,715			23,648,490			29,246,140

Net investment income (loss)		1,483,557			(3,196,784	)		(106,118	)		(12,249,109	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(109,595,481	)		44,960,735			(1,589,640,291	)		(340,387,543	)
Swap agreements		(6,473,141	)		20,685,901			36,862,469			(72,778,431	)
Forward agreements		(63,794,988	)		3,415,938			(56,632,609	)		30,057,907
Foreign currency forward contracts		8,450,767			(24,318,202	)		9,256,566			(59,859,325	)
Short-term U.S. government and agency obligations		(1,130	)		(11,633	)		(272,534	)		(60,265	)

Net realized gain (loss)		(171,413,973	)		44,732,739			(1,600,426,399	)		(443,027,657	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(49,385,316	)		(4,409,373	)		4,808,142			(8,069,381	)
Swap agreements		(24,450,563	)		73,621,267			(7,156,632	)		(16,033,167	)
Forward agreements		13,077,528			6,515,522			(26,671,951	)		(10,593,707	)
Foreign currency forward contracts		(625,225	)		9,447,911			7,859,408			(19,449,879	)
Short-term U.S. government and agency obligations		(145,310	)		119,011			114,802			184,931

Change in net unrealized appreciation/depreciation		(61,528,886	)		85,294,338			(21,046,231	)		(53,961,203	)

Net realized and unrealized gain (loss)		(232,942,859	)		130,027,077			(1,621,472,630	)		(496,988,860	)

Net income (loss)	$	(231,459,302	)	$	126,830,293		$	(1,621,578,748	)	$	(509,237,969	)

*	The operations include the activity of ProShares UltraPro 3x Crude Oil ETF and ProShares UltraPro 3x Short Crude Oil ETF since January 13, 2017 (inception date).

See accompanying notes to financial statements.

105

PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(unaudited)


Shareholders’ equity, at December 31, 2017	$	2,947,278,212
Addition of 83,967,500 shares		5,134,521,982
Redemption of 83,075,617 shares		(4,135,434,647	)

Net addition (redemption) of 891,883 shares		999,087,335

Net investment income (loss)		(106,118	)
Net realized gain (loss)		(1,600,426,399	)
Change in net unrealized appreciation/depreciation		(21,046,231	)

Net income (loss)		(1,621,578,748	)

Shareholders’ equity, at September 30, 2018	$	2,324,786,799

See accompanying notes to financial statements.

106

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
	2018			2017*
Cash flow from operating activities
Net income (loss)	$	(1,621,578,748	)	$	(509,237,969	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(74,645,523,313	)		(15,422,910,140	)
Proceeds from sales or maturities of short-term U.S government and agency obligations		76,349,727,446			15,297,219,736
Net amortization and accretion on short-term U.S government and agency obligations		(19,354,782	)		(16,996,897	)
Net realized gain (loss) on investments		272,534			60,265
Change in unrealized appreciation/depreciation on investments		25,854,373			45,891,822
Decrease (Increase) in receivable on futures contracts		(68,530,403	)		(16,424,691	)
Decrease (Increase) in Limitation by Sponsor		59,651			(37,387	)
Decrease (Increase) in interest receivable		(212,310	)		—
Amortization of offering cost		105,643			154,500
Increase (Decrease) in payable to Sponsor		(723,455	)		203,860
Increase (Decrease) in brokerage commissions and fees payable		—			(2,909	)
Increase (Decrease) in payable on futures contracts		14,342,630			21,358,476
Increase (Decrease) in payable to Broker		8,339			—

Net cash provided by (used in) operating activities		34,447,605			(600,721,334	)

Cash flow from financing activities
Proceeds from addition of shares		5,130,866,019			7,571,567,102
Payment on shares redeemed		(4,208,705,204	)		(6,752,351,669	)

Net cash provided by (used in) financing activities		922,160,815			819,215,433

Net increase (decrease) in cash		956,608,420			218,494,099
Cash, beginning of period		483,772,745			219,695,457

Cash, end of period	$	1,440,381,165		$	438,189,556

*	The operations include the activity of ProShares UltraPro 3x Crude Oil ETF and ProShares UltraPro 3x Short Crude Oil ETF since January 13, 2017 (inception date).

See accompanying notes to financial statements.

107

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

September 30, 2018

(unaudited)

NOTE 1 – ORGANIZATION

ProShares Trust II (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of September 30, 2018, the following twenty series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (ii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); (iii) ProShares UltraShort Bloomberg Crude Oil, ProShares UltraPro 3x Short Crude Oil ETF, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares UltraPro 3x Crude Oil ETF, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); and (iv) ProShares Short Euro (the “Short Euro Fund”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund are listed on the NYSE Arca, Inc. (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements.

The Trust had no operations prior to November 24, 2008, other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $350 in each of the following Funds: ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen.

Groups of Funds are collectively referred to in several different ways. References to “Short Funds,” “UltraShort Funds,” “UltraPro Short Funds,” “Ultra Funds,” or “UltraPro Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks.

References to “Commodity Index Funds,” “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

Effective as of close of business on February 27, 2018, the investment objective of ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF changed.

ProShares Ultra VIX Short-Term Futures ETF changed its investment objective to seek daily investment results, before fees and expenses, that correspond to one and one-half times (1.5x) of the performance of the S&P 500 VIX Short-Term Futures Index for a single day. Prior to the close of business on February 27, 2018, the Fund’s investment objective was to seek results, before fees and expenses, that correspond to two times (2x) the performance of the Index for a single day.

ProShares Short VIX Short-Term Futures ETF changed its investment objective to seek daily investment results, before fees and expenses, that correspond to one-half the inverse (-0.5x) of the performance of the S&P 500 VIX Short-Term Futures Index for a single day. Prior to the close of business on February 27, 2018, the Fund’s investment objective was to seek results, before fees and expenses, that correspond to the inverse (-1x) of the Index for a single day.

108

Each “Short” Fund seeks daily investment results, before fees and expenses, that correspond to either one-half the inverse (-0.5x) or the inverse (-1x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each “UltraPro Short” Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily performance of its corresponding benchmark. Each “Ultra” Fund seeks daily investment results, before fees and expenses, that correspond to either one and one-half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each “UltraPro” Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, before fees and expenses, that match (1x) the performance of its corresponding benchmark. Daily performance is measured from the calculation of each Fund’s net asset value (“NAV”) to the Fund’s next NAV calculation.

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple (e.g., -0.5x, -1x, -2x, -3x, 1.5x, 2x, or 3x) of the period return of the corresponding benchmark and will likely differ significantly.

As described in the prospectus for each Fund, each of the Funds intends to invest in “Financial Instruments” (Financial Instruments are instruments whose value is derived from the value of an underlying asset, rate or benchmark, including futures contracts, swap agreements, forward contracts and other instruments) as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to the VIX Index, natural gas, crude oil, precious metals, or currencies, as applicable. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds.

Share Splits and Reverse Share Splits

The table below includes Share splits and reverse Share splits for the Funds during the year ended December 31, 2017 and during

nine months ended September 30, 2018. The ticker symbols for these Funds did not change, and each Fund continues to trade on the NYSE Arca.


Fund	Execution Date (Prior to Opening of Trading)	Type of Split	Date Trading Resumed at Post- Split Price
ProShares UltraShort Bloomberg Crude Oil	January 11, 2017	2-for-1 Share split	January 12, 2017
ProShares Ultra Bloomberg Crude Oil	January 11, 2017	1-for-2 reverse Share split	January 12, 2017
ProShares Ultra VIX Short-Term Futures ETF	January 11, 2017	1-for-5 reverse Share split	January 12, 2017
ProShares Short VIX Short-Term Futures ETF	July 12, 2017	2-for-1 Share split	July 17, 2017
ProShares VIX Short-Term Futures ETF	July 14, 2017	1-for-4 reverse Share split	July 17, 2017
ProShares Ultra VIX Short-Term Futures ETF	July 14, 2017	1-for-4 reverse Share split	July 17, 2017
ProShares Ultra Bloomberg Natural Gas	March 19, 2018	1-for-5 reverse Share split	March 20, 2018
ProShares UltraPro 3x Short Crude Oil ETF	March 19, 2018	1-for-4 reverse Share split	March 20, 2018
ProShares Short VIX Short-Term Futures ETF	August 29, 2018	1-for-4 reverse Share split	September 18, 2018
ProShares Ultra VIX Short-Term Futures ETF	August 29, 2018	1-for-5 reverse Share split	September 18, 2018

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of the Funds, and resulted in a proportionate increase in the price per Share and per Share information of each such Fund. Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse split.

The splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for each of the Funds, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund. Therefore, the splits did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Each Fund is an investment company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment company accounting and reporting guidance. The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation.

109

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K/A for the year ended December 31, 2017, as filed with the SEC on March 26, 2018.

Use of Estimates & Indemnifications

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote.

Basis of Presentation

Pursuant to rules and regulations of the SEC, audited financial statements are presented for the Trust as a whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any other Fund. Accordingly, the assets of one Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund.

Statement of Cash Flows

The cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statement of Financial Condition dated September 30, 2018, and represents cash, segregated cash balances with brokers for futures contracts, segregated cash with brokers for swap agreements, segregated cash with brokers for forward agreements, and segregated cash with brokers for foreign currency forward agreements but does not include short-term investments.

Final Net Asset Value for Fiscal Period

The cut-off times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the nine months ended September 30, 2018 were typically as follows. All times are Eastern Standard Time:


	Create/Redeem Cut-off*	NAV Calculation Time	NAV Calculation Date
UltraShort Silver, Ultra Silver	6:30 a.m.	7:00 a.m.	September 28, 2018
UltraShort Gold, Ultra Gold	9:30 a.m.	10:00 a.m.	September 28, 2018
UltraShort Bloomberg Crude Oil, Ultra Bloomberg Crude Oil	2:00 p.m.	2:30 p.m.	September 28, 2018
UltraPro 3x Short Crude Oil ETF	2:00 p.m.	2:30 p.m.	September 28, 2018
UltraPro 3x Crude Oil ETF
UltraShort Bloomberg Natural Gas, Ultra Bloomberg Natural Gas
UltraShort Australian Dollar	3:00 p.m.	4:00 p.m.	September 28, 2018
Short Euro	3:00 p.m.	4:00 p.m.	September 28, 2018

110


UltraShort Euro, Ultra Euro
UltraShort Yen, Ultra Yen	3:00 p.m.	4:00 p.m.	September 28, 2018
VIX Short-Term Futures ETF, Ultra VIX Short-Term Futures ETF, Short VIX Short-Term Futures ETF	2:00 p.m.	4:15 p.m.	September 28, 2018
VIX Mid-Term Futures ETF	2:00 p.m.	4:15 p.m.	September 28, 2018

*	Although the Funds’ shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the nine months ended September 30, 2018.

Market value per Share is determined at the close of the NYSE Arca and may be later than when the Funds’ NAV per Share is calculated.

For financial reporting purposes, the Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Funds’ final creation/redemption NAV for the nine months ended September 30, 2018.

Investment Valuation

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.

Derivatives (e.g., futures contracts, swap agreements, forward agreements and foreign currency forward contracts) are typically valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are typically valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are typically valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are typically valued at the last settled price. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. The Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position. Such fair value prices would generally be determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with industry standards. The Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Funds’ policies are intended to result in a calculation of its respective Fund’s NAV that fairly reflects investment values as of the time of pricing, such Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by such Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

Fair Value of Financial Instruments

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

111

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 in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest input level that is significant to the fair value measurement in its entirety.

Fair value measurements also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly.

112

The following table summarizes the valuation of investments at September 30, 2018 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts*			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Short Euro	$	4,489,617	$	1,881		$	—		$	—		$	—		$	4,491,498
Short VIX Short-Term Futures ETF		—		11,131,604			—			—			—			11,131,604
Ultra Bloomberg Crude Oil		261,325,708		20,291,426			—			—			47,065,342			328,682,476
Ultra Bloomberg Natural Gas		13,365,019		578,049			—			—			—			13,943,068
Ultra Euro		3,791,183		—			—			(33,215	)		—			3,757,968
Ultra Gold		55,869,617		(11,020	)		(899,357	)		—			—			54,959,240
Ultra Silver		117,643,145		(5,630	)		(4,467,343	)		—			—			113,170,172
Ultra VIX Short-Term Futures ETF		—		(34,049,554	)		—			—			(296,663	)		(34,346,217	)
Ultra Yen		499,389		—			—			(109,974	)		—			389,415
UltraPro 3x Crude Oil ETF		—		10,246,895			—			—			—			10,246,895
UltraPro 3x Short Crude Oil ETF		—		(5,282,566	)		—			—			—			(5,282,566	)
UltraShort Australian Dollar		3,891,985		(232,700	)		—			—			—			3,659,285
UltraShort Bloomberg Crude Oil		106,744,688		(3,044,668	)		—			—			(22,294,092	)		81,405,928
UltraShort Bloomberg Natural Gas		3,093,544		(6,673	)		—			—			—			3,086,871
UltraShort Euro		113,732,344		—			—			437,266			—			114,169,610
UltraShort Gold		14,972,997		11,020			345,905			—			—			15,329,922
UltraShort Silver		13,465,807		5,630			526,111			—			—			13,997,548
UltraShort Yen		47,887,747		—			—			2,977,653			—			50,865,400
VIX Mid-Term Futures ETF		—		(631,505	)		—			—			—			(631,505	)
VIX Short-Term Futures ETF		—		(7,113,478	)		—			—			—			(7,113,478	)

Total Trust	$	760,772,790	$	(8,111,289	)	$	(4,494,684	)	$	3,271,730		$	24,474,587		$	775,913,134

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

At September 30, 2018, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

Each Fund’s policy is to recognize transfers between valuation levels at the end of the reporting period.

At September 30, 2018, there were no significant transfers in or out of Level I and Level II fair value measurements.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

113

The following table summarizes the valuation of investments at December 31, 2017 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts*			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Short Euro	$	6,996,235	$	(166,288	)	$	—		$	—		$	—		$	6,829,947
Short VIX Short-Term Futures ETF		494,910,644		17,041,449			—			—			—			511,952,093
Ultra Bloomberg Crude Oil		459,515,902		11,945,979			—			—			62,238,361			533,700,242
Ultra Bloomberg Natural Gas		50,961,356		7,225,810			—			—			—			58,187,166
Ultra Euro		6,996,235		—			—			264,152			—			7,260,387
Ultra Gold		88,884,844		5,480			3,646,355			—			—			92,536,679
Ultra Silver		235,581,716		1,600			21,735,334			—			—			257,318,650
Ultra VIX Short-Term Futures ETF		287,533,132		(34,466,120	)		—			—			—			253,067,012
Ultra Yen		1,997,933		—			—			(34,824	)		—			1,963,109
UltraPro 3x Crude Oil ETF		—		1,417,998			—			—			—			1,417,998
UltraPro 3x Short Crude Oil ETF		—		(2,988,155	)		—			—			—			(2,988,155	)
UltraShort Australian Dollar		11,983,904		(893,220	)		—			—			—			11,090,684
UltraShort Bloomberg Crude Oil		253,646,823		(3,962,648	)		—			—			(30,607,142	)		219,077,033
UltraShort Bloomberg Natural Gas		3,999,751		(1,097,049	)		—			—			—			2,902,702
UltraShort Euro		204,770,166		—			—			(6,344,269	)		—			198,425,897
UltraShort Gold		31,977,900		(5,460	)		(1,488,259	)		—			—			30,484,181
UltraShort Silver		18,349,861		(1,650	)		(1,716,163	)		—			—			16,632,048
UltraShort Yen		131,834,352		—			—			1,527,263			—			133,361,615
VIX Mid-Term Futures ETF		20,993,515		(2,215,280	)		—			—			—			18,778,235
VIX Short-Term Futures ETF		134,845,604		(4,761,877	)		—			—			—			130,083,727

Total Trust	$	2,445,779,873	$	(12,919,431	)	$	22,177,267		$	(4,587,678	)	$	31,631,219		$	2,482,081,250

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

At December 31, 2017, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

Each Fund’s policy is to recognize transfers between valuation levels at the end of the reporting period.

At December 31, 2017, there were no significant transfers in or out of Level I and Level II fair value measurements.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation/depreciation on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation/depreciation between periods are reflected in the Statements of Operations.

Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or discount, and is reflected as Interest Income in the Statement of Operations.

114

Brokerage Commissions and Fees

Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized when the transaction is closed). The Sponsor is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

Management of the Funds has reviewed all open tax years and major jurisdictions (i.e., the last four tax year ends and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.

New Accounting Pronouncements

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”), which amends ASC 230 to provide guidance on the classification and presentation of changes in restricted cash and restricted cash equivalents on the statement of cash flows. The ASU has been adopted for the current reporting period under the retrospective transition method. The adoption had no significant impact to the Statement of Cash Flows.

NOTE 3 – INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements, futures, and/or forward contracts.

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes in combination, should produce returns consistent with a Fund’s objective.

All open derivative positions at period end are reflected on each respective Fund’s Schedule of Investments. Certain Funds utilized a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objectives during the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivatives contracts in order to achieve the appropriate exposure to meet its investment objective, the volume of these open positions relative to the net assets of each respective Fund at the date of this report is generally representative of open positions throughout the reporting period.

115

As discussed in Note 1, the Short VIX Short-Term Futures ETF and the Ultra VIX Short-Term Futures ETF changed their investment objectives and target exposures as of the close of business on February 27, 2018. From this time through the effective end of the reporting period, the volume of the derivative exposure relative to the net assets was generally representative to their current investment objectives. From the beginning of the reporting period until the close of business on February 27, 2018, the volume of the derivative exposure relative to the net assets was generally representative to their previous investment objectives.

Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.

Futures Contracts

The Funds may enter into futures contracts to gain exposure to changes in the value of, or as a substitute for investing directly in (or shorting), an underlying Index, currency or commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of asset at a specified time and place. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity, if applicable, 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, or by cash settlement at expiration of contract.

Upon entering into a futures contract, each Fund is required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is affected. The initial margin is segregated as cash and/or securities balances with brokers for futures contracts, as disclosed in the Statements of Financial Condition, and is restricted as to its use. The Funds that enter into futures contracts maintain collateral at the broker in the form of cash and/or securities. Pursuant to the futures contract, each Fund generally agrees to receive from or pay to the broker(s) an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded by each Fund as unrealized gains or losses. Each Fund will realize a gain or loss upon closing of a futures transaction.

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk or equity market volatility 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 each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying Index or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified times during the trading day. Futures contracts prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses. If trading is not possible, or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund will be required to make daily cash payments of variation margin. The risk the Fund will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market.

Swap Agreements

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying Index, currency or commodity, or to create an economic hedge against a position. Swap agreements are two-party contracts that have traditionally been entered into primarily with institutional investors in over-the-counter (“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or Index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

116

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund, an Ultra Fund, or an UltraPro Fund, the Matching VIX Fund, Ultra Fund, or UltraPro Fund would be entitled to settlement payments in the event the level of the benchmark increases and would be required to make payments to the swap counterparties in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by a Short Fund, an UltraShort Fund, or an UltraPro Short Fund, the Short Fund, UltraShort Fund, or UltraPro Short Fund would be required to make payments to the swap counterparties in the event the level of the benchmark increases and would be entitled to settlement payments in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by the Fund’s Custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.

Swap agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter in to a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

Swap agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference Index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at September 30, 2018 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to pay or receive the “unrealized appreciation or depreciation” amount.

The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, collateral posted in connection with uncleared derivative transactions is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. The collateral held in this account is restricted as to its use. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with uncleared swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty

117

owes the Fund, subject to certain minimum thresholds. In the event of a bankruptcy of a counterparty, such Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2018, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

The counterparty/credit risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

Forward Contracts

Certain of the Funds enter into forward contracts for purposes of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in OTC markets and all details of the contracts are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts have traditionally not been cleared or guaranteed by a third party. As a result of the Dodd-Frank Act, the CFTC now regulates non-deliverable forwards (including deliverable forwards where the parties do not take delivery). Certain non-deliverable forward contracts, such as non-deliverable foreign exchange forwards, may be subject to regulation as swap agreements, including mandatory clearing. Changes in the forward markets may entail increased costs and result in burdensome reporting requirements.

The Funds may collateralize uncleared forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. The collateral held in this account is restricted as to its use. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2018, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

118

Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require their counterparties to post margin.

A Fund will typically enter into forward contracts only with major global financial institutions. The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor.

The following tables indicate the location of derivative related items on the Statement of Financial Condition as well as the effect of derivative instruments on the Statement of Operations during the reporting period.

119

Fair Value of Derivative Instruments

as of September 30, 2018

Assets Derivatives

Liability Derivatives

Derivatives Not

Accounted for

as Hedging

Instruments

Statements of

Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of
Financial Condition
Location

Fund

Unrealized
Depreciation

VIX Futures
Contracts

Receivables on open
futures contracts, unrealized appreciation on swap agreements

ProShares Short VIX Short-Term Futures ETF

11,131,604

Payable on open
futures contracts,
unrealized
depreciation on swap
agreements

ProShares Ultra VIX Short-Term Futures ETF

34,346,217

ProShares VIX Mid-Term Futures ETF

631,505

ProShares VIX Short-Term Futures ETF

7,113,478

Commodities
Contracts

Receivables on open
futures contracts,
unrealized
appreciation on
swap and/or forward agreements

ProShares Ultra Bloomberg Crude Oil

67,356,768

Payable on open
futures contracts,
unrealized
depreciation on
swap and/or forward agreements

ProShares Ultra Gold

910,377

ProShares Ultra Bloomberg Natural Gas

578,049

ProShares Ultra Silver

4,472,973

ProShares UltraPro 3x Crude Oil ETF

10,246,895

ProShares UltraPro 3x Short Crude Oil ETF

5,282,566

ProShares UltraShort Gold

356,925

ProShares UltraShort Bloomberg Crude Oil

25,338,760

ProShares UltraShort Silver

531,741

ProShares UltraShort Bloomberg Natural Gas

6,673

Foreign Exchange
Contracts

Unrealized
appreciation on
foreign currency
forward contracts
and receivables on
open futures
contracts

ProShares Short Euro

1,881

Unrealized
depreciation
on foreign currency
forward contracts
and payable on
open futures
contracts

ProShares Ultra Euro

34,302

ProShares Ultra Euro

1,087

ProShares Ultra Yen

112,203

ProShares Ultra Yen

2,229

ProShares UltraShort Australian Dollar

232,700

ProShares UltraShort Euro

715,615

ProShares UltraShort Euro

278,349

ProShares UltraShort Yen

3,106,062

ProShares UltraShort Yen

128,409

Total Trust

94,028,856

Total Trust

78,888,512

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

120

Fair Value of Derivative Instruments

as of December 31, 2017

Assets Derivatives

Liability Derivatives

Derivatives Not

Accounted for

as Hedging

Instruments

Statements of
Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of
Financial Condition
Location

Fund

Unrealized
Depreciation

VIX Futures
Contracts

Receivables on open
futures contracts

ProShares Short VIX Short-Term Futures ETF

21,493,549

Payable on open
futures contracts

ProShares Short VIX Short-Term Futures ETF

4,452,100

ProShares Ultra VIX Short-Term Futures ETF

3,974,642

ProShares Ultra VIX Short-Term Futures ETF

38,440,762

ProShares VIX Short-Term Futures ETF

709,708

ProShares VIX

Mid-Term Futures ETF

2,215,280

ProShares VIX Short-Term Futures ETF

5,471,585

Commodities
Contracts

Receivables on open
futures contracts,
unrealized
appreciation on
swap and/or
forward agreements

ProShares Ultra Bloomberg Crude Oil

74,184,340

Payable on open
futures contracts,
unrealized
depreciation on
swap and/or
forward agreements

ProShares UltraPro 3x Short Crude Oil ETF

2,988,155

ProShares Ultra Bloomberg Natural Gas

7,225,810

ProShares UltraShort Bloomberg Crude Oil

34,569,790

ProShares Ultra Gold

3,651,835

ProShares UltraShort Bloomberg Natural Gas

1,097,049

ProShares Ultra Silver

21,736,934

ProShares UltraShort Gold

1,493,719

ProShares UltraPro 3x Crude Oil ETF

1,417,998

ProShares UltraShort Silver

1,717,813

Foreign Exchange
Contracts

Unrealized
appreciation on
foreign currency
forward contracts
and receivables on open futures
contracts

ProShares Ultra Euro

321,609

Unrealized
depreciation on
foreign currency
forward contracts
and payable on
open futures
contracts

ProShares Short Euro

166,288

ProShares UltraShort
Euro

449,302

ProShares Ultra Euro

57,457

ProShares UltraShort Yen

1,568,997

ProShares Ultra Yen

34,824

ProShares UltraShort Australian Dollar

893,220

ProShares UltraShort Euro

6,793,571

ProShares UltraShort Yen

41,734

Total Trust

136,734,724

Total Trust

100,433,347

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

121

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 30, 2018


Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/ Depreciation on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and/or swap agreements	ProShares Short VIX Short-Term Futures ETF	$	38,096,229		$	33,660,002
		ProShares Ultra VIX Short-Term Futures ETF		(155,771,155	)		(74,408,126	)
		ProShares VIX Mid-Term Futures ETF		(1,922,746	)		(253,265	)
		ProShares VIX Short-Term Futures ETF		(24,690,361	)		(16,539,938	)
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra Bloomberg Crude Oil		50,283,654			(32,361,205	)
		ProShares Ultra Bloomberg Natural Gas		801,033			696,672
		ProShares Ultra Gold		(15,454,618	)		6,257,639
		ProShares Ultra Silver		(59,679,477	)		9,683,708
		ProShares UltraPro 3x Crude Oil ETF		4,185,376			341,411
		ProShares UltraPro 3x Short Crude Oil ETF		(3,065,880	)		159,888
		ProShares UltraShort Bloomberg Crude Oil		(24,890,259	)		15,591,389
		ProShares UltraShort Bloomberg Natural Gas		(265,373	)		(12,945	)
		ProShares UltraShort Gold		4,925,313			(1,934,765	)
		ProShares UltraShort Silver		6,413,757			(929,014	)
Foreign Exchange Contracts	Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts	ProShares Short Euro		173,885			(85,332	)
Foreign Exchange Contracts		ProShares Ultra Euro		(337,286	)		138,839
		ProShares Ultra Yen		(91,507	)		(85,715	)
		ProShares UltraShort Australian Dollar		997,012			(624,470	)
		ProShares UltraShort Euro		6,358,881			(2,962,684	)
		ProShares UltraShort Yen		2,520,679			2,284,335

		Total Trust	$	(171,412,843	)	$	(61,383,576	)

122


The Effect of Derivative Instruments on the Statements of Operations
For the three months ended September 30, 2017
Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/ Depreciation on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts/ changes in unrealized appreciation/ depreciation on futures contracts	ProShares Short VIX Short-Term Futures ETF	$	188,300,727		$	100,033,466
		ProShares Ultra VIX Short-Term Futures ETF		(126,532,816	)		(95,515,562	)
		ProShares VIX Mid-Term Futures ETF		(3,965,084	)		364,615
		ProShares VIX Short-Term Futures ETF		(27,447,205	)		(17,219,461	)
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra Bloomberg Crude Oil		45,497,245			112,823,127
		ProShares Ultra Bloomberg Natural Gas		(2,014,548	)		(1,078,511	)
		ProShares Ultra Gold		5,462,918			(549,421	)
		ProShares Ultra Silver		1,064,270			7,159,593
		ProShares UltraPro 3x Crude Oil ETF		4,971,742			694,326
		ProShares UltraPro 3x Short Crude Oil ETF		(1,540,337	)		(2,178,096	)
		ProShares UltraShort Bloomberg Crude Oil		(9,418,807	)		(30,456,798	)
		ProShares UltraShort Bloomberg Natural Gas		(151,368	)		615,201
		ProShares UltraShort Gold		(2,644,155	)		299,106
		ProShares UltraShort Silver		(467,171	)		(393,756	)
Foreign Exchange Contracts	Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts	ProShares Short Euro		(599,482	)		291,787
Foreign Exchange Contracts		ProShares Ultra Euro		1,259,663			(519,273	)
		ProShares Ultra Yen		(4,492	)		(52,440	)
		ProShares UltraShort Australian Dollar		(1,453,355	)		837,800
		ProShares UltraShort Euro		(24,505,520	)		10,103,133
		ProShares UltraShort Yen		(1,067,853	)		(83,509	)

		Total Trust	$	44,744,372		$	85,175,327

123

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2018


Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/ Depreciation on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and/or swap agreements	ProShares Short VIX Short-Term Futures ETF	$	(1,789,421,125	)	$	(5,909,845	)
		ProShares Ultra VIX Short-Term Futures ETF		105,021,521			119,903
		ProShares VIX Mid-Term Futures ETF		2,044,708			1,583,775
		ProShares VIX Short-Term Futures ETF		29,057,091			(2,351,601	)
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra Bloomberg Crude Oil		202,022,270			(6,827,572	)
		ProShares Ultra Bloomberg Natural Gas		5,881,807			(6,647,761	)
		ProShares Ultra Gold		(12,506,333	)		(4,562,212	)
		ProShares Ultra Silver		(52,504,971	)		(26,209,907	)
		ProShares UltraPro 3x Crude Oil ETF		7,547,152			8,828,897
		ProShares UltraPro 3x Short Crude Oil ETF		(14,534,995	)		(2,294,411	)
		ProShares UltraShort Bloomberg Crude Oil		(100,649,930	)		9,231,030
		ProShares UltraShort Bloomberg Natural Gas		(277,886	)		1,090,376
		ProShares UltraShort Gold		3,228,358			1,850,644
		ProShares UltraShort Silver		5,151,401			2,249,554
Foreign Exchange Contracts	Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts	ProShares Short Euro		238,110			168,169
Foreign Exchange Contracts		ProShares Ultra Euro		(646,805	)		(297,367	)
		ProShares Ultra Yen		(68,661	)		(75,150	)
		ProShares UltraShort Australian Dollar		292,391			660,520
		ProShares UltraShort Euro		10,370,332			6,781,535
		ProShares UltraShort Yen		(398,300	)		1,450,390

		Total Trust	$	(1,600,153,865	)	$	(21,161,033	)

124

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2017


Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation/ Depreciation on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts/ changes in unrealized appreciation/ depreciation on futures contracts	ProShares Short VIX Short-Term Futures ETF	$	471,128,319		$	104,553,646
		ProShares Ultra VIX Short-Term Futures ETF		(646,036,987	)		(93,790,794	)
		ProShares VIX Mid-Term Futures ETF		(19,180,135	)		(653,395	)
		ProShares VIX Short-Term Futures ETF		(126,202,705	)		(17,860,669	)
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra Bloomberg Crude Oil		(123,511,840	)		(6,281,183	)
		ProShares Ultra Bloomberg Natural Gas		(21,040,313	)		(3,508,410	)
		ProShares Ultra Gold		23,362,749			(3,993,840	)
		ProShares Ultra Silver		20,327,016			(7,245,193	)
		ProShares UltraPro 3x Crude Oil ETF		3,137,907			1,272,779
		ProShares UltraPro 3x Short Crude Oil ETF		232,006			(2,423,370	)
		ProShares UltraShort Bloomberg Crude Oil		49,807,530			(5,412,170	)
		ProShares UltraShort Bloomberg Natural Gas		1,756,252			830,552
		ProShares UltraShort Gold		(10,938,952	)		(100,481	)
		ProShares UltraShort Silver		(2,693,320	)		745,817
Foreign Exchange Contracts	Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts	ProShares Short Euro		(1,334,988	)		(26,694	)
Foreign Exchange Contracts		ProShares Ultra Euro		2,666,172			364,650
		ProShares Ultra Yen		338,091			(53,233	)
		ProShares UltraShort Australian Dollar		(1,920,606	)		(802,850	)
		ProShares UltraShort Euro		(45,334,575	)		(12,263,238	)
		ProShares UltraShort Yen		(17,529,013	)		(7,498,058	)

		Total Trust	$	(442,967,392	)	$	(54,146,134	)

125

Offsetting Assets and Liabilities

Each Fund is subject to master netting agreements or similar arrangements that allow for amounts owed between each Fund and the counterparty to be netted upon an early termination. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements or similar arrangements do not apply to amounts owed to/from different counterparties. As described above, the Funds utilize derivative instruments to achieve their investment objective during the year. The amounts shown in the Statements of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements or similar arrangements.

For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Financial Condition. The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of September 30, 2018.


Fair Values of Derivative Instruments as of September 30, 2018
	Assets						Liabilities
	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the the Statements of Financial Condition		Net Amounts of Assets presented in the Statements of Financial Condition		Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Liabilities presented in the Statements of Financial Condition
ProShares Ultra Bloomberg Crude Oil
Swap agreements	$	47,065,342	$	—	$	47,065,342	$	—	$	—	$	—
ProShares Ultra Euro
Foreign currency forward contracts		1,087		—		1,087		34,302		—		34,302
ProShares Ultra Gold
Forward agreements		—		—		—		899,357		—		899,357
ProShares Ultra Silver
Forward agreements		—		—		—		4,467,343		—		4,467,343
ProShares Ultra VIX Short-Term Futures ETF
Swap agreements		—		—		—		296,663		—		296,663
ProShares Ultra Yen
Foreign currency forward contracts		2,229		—		2,229		112,203		—		112,203
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		—		—		—		22,294,092		—		22,294,092
ProShares UltraShort Euro
Foreign currency forward contracts		715,615		—		715,615		278,349		—		278,349
ProShares UltraShort Gold
Forward agreements		345,905		—		345,905		—		—		—
ProShares UltraShort Silver
Forward agreements		526,111		—		526,111		—		—		—
ProShares UltraShort Yen
Foreign currency forward contracts		3,106,062		—		3,106,062		128,409		—		128,409

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at September 30, 2018. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

126


Gross Amounts Not Offset in the Statements of Financial Condition as of September 30, 2018
	Amounts of Recognized Assets / (Liabilities) presented in the Statements of Financial Condition			Financial Instruments for the Benefit of (the Funds) / the Counterparties			Cash Collateral for the Benefit of (the Funds) / the Counterparties			Net Amount
ProShares Ultra Bloomberg Crude Oil
Citibank N.A.	$	14,479,827		$	(7,921,019	)	$	—		$	6,558,808
Goldman Sachs International		11,072,035			(8,111,198	)		—			2,960,837
RBC N.A.		6,969,964			—			(4,890,000	)		2,079,964
Societe Generale S.A.		4,824,103			—			(3,410,000	)		1,414,103
UBS AG		9,719,413			(7,589,053	)		—			2,130,360
ProShares Ultra Euro
Goldman Sachs International		(17,907	)		—			17,907			—
UBS AG		(15,308	)		—			15,308			—
ProShares Ultra Gold					—
Citibank N.A.		(343,582	)		—			343,582			—
Goldman Sachs International		(269,873	)		—			269,873			—
Societe Generale S.A.		(25,919	)		—			25,919			—
UBS AG		(259,983	)					259,983			—
ProShares Ultra Silver
Citibank N.A.		(1,743,357	)		—			1,743,357			—
Goldman Sachs International		(1,193,050	)		—			1,193,050			—
Societe Generale S.A.		(305,888	)		—			305,888			—
UBS AG		(1,225,048	)		—			1,225,048			—
ProShares Ultra VIX Short-Term Futures ETF
Goldman Sachs International		(296,663	)		—			296,663			—
ProShares Ultra Yen
Goldman Sachs International		(54,660	)		—			54,660			—
UBS AG		(55,314	)		—			28,000			(27,314	)
ProShares UltraShort Bloomberg Crude Oil
Citibank N.A.		(7,353,578	)		—			7,353,578			—
Goldman Sachs International		(4,624,796	)		—			4,624,796			—
RBC N.A.		(3,733,214	)		—			640,000			(3,093,214	)
Societe Generale S.A.		(1,763,418	)		—			1,763,418			—
UBS AG		(4,819,086	)		—			4,819,086			—
ProShares UltraShort Euro
Goldman Sachs International		314,455			—			—			314,455
UBS AG		122,811			—			—			122,811
ProShares UltraShort Gold
Citibank N.A.		109,930			(109,930	)		—			—
Goldman Sachs International		87,713			—			—			87,713
Societe Generale S.A.		25,704			—			—			25,704
UBS AG		122,558			—			—			122,558
ProShares UltraShort Silver
Citibank N.A.		197,066			—			—			197,066
Goldman Sachs International		134,792			(23,551	)		—			111,241
Societe Generale S.A.		26,635			—			—			26,635
UBS AG		167,618			—			—			167,618
ProShares UltraShort Yen
Goldman Sachs International		1,497,684			(1,008,410	)		—			489,274
UBS AG		1,479,969			(1,009,517	)		—			470,452

127

The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of December 31, 2017:


Fair Values of Derivative Instruments as of December 31, 2017
	Assets						Liabilities
	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the the Statements of Financial Condition		Net Amounts of Assets presented in the Statements of Financial Condition		Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Liabilities presented in the Statements of Financial Condition
ProShares Ultra Bloomberg Crude Oil
Swap agreements	$	62,238,361	$	—	$	62,238,361	$	—	$	—	$	—
ProShares Ultra Euro
Foreign currency forward contracts		321,609		—		321,609		57,457		—		57,457
ProShares Ultra Gold
Forward agreements		3,646,355		—		3,646,355		—		—		—
ProShares Ultra Silver
Forward agreements		21,735,334		—		21,735,334		—		—		—
ProShares Ultra Yen
Foreign currency forward contracts		—		—		—		34,824		—		34,824
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		—		—		—		30,607,142		—		30,607,142
ProShares UltraShort Euro
Foreign currency forward contracts		449,302		—		449,302		6,793,571		—		6,793,571
ProShares UltraShort Gold
Forward agreements		—		—		—		1,488,259		—		1,488,259
ProShares UltraShort Silver
Forward agreements		—		—		—		1,716,163		—		1,716,163
ProShares UltraShort Yen
Foreign currency forward contracts		1,568,997		—		1,568,997		41,734		—		41,734

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 2017. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

128


Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2017

	Amounts of Recognized Assets / (Liabilities) presented in the Statements of Financial Condition			Financial Instruments for the Benefit of (the Funds) / the Counterparties			Cash Collateral for the Benefit of (the Funds) / the Counterparties			Net Amount
ProShares Ultra Bloomberg Crude Oil
Citibank N.A.	$	19,815,892		$	—		$	—		$	19,815,892
Goldman Sachs International		16,654,031			(14,861,090	)		—			1,792,941
Societe Generale S.A.		9,003,519			(8,525,505	)		—			478,014
UBS AG		16,764,919			(15,477,566	)		—			1,287,353
ProShares Ultra Euro
Goldman Sachs International		102,424			—			—			102,424
UBS AG		161,728			—			—			161,728
ProShares Ultra Gold
Citibank N.A.		1,513,310			—			—			1,513,310
Goldman Sachs International		969,501			(967,678	)		(1,823	)		—
Societe Generale S.A.		218,319			—			—			218,319
UBS AG		945,225			(945,225	)		—			—
ProShares Ultra Silver
Citibank N.A.		7,201,744			—			—			7,201,744
Goldman Sachs International		5,873,080			(4,903,696	)		—			969,384
Societe Generale S.A.		2,761,817			(2,516,153	)		—			245,664
UBS AG		5,898,693			(4,930,596	)		—			968,097
ProShares Ultra Yen
Goldman Sachs International		(17,410	)		17,410			—			—
UBS AG		(17,414	)		17,414			—			—
ProShares UltraShort Bloomberg Crude Oil
Citibank N.A.		(10,173,164	)		10,173,164			—			—
Goldman Sachs International		(9,242,398	)		9,242,398			—			—
Societe Generale S.A.		(1,904,113	)		1,904,113			—			—
UBS AG		(9,287,467	)		9,287,467			—			—
ProShares UltraShort Euro
Goldman Sachs International		(3,297,612	)		259,612			3,038,000			—
UBS AG		(3,046,657	)		3,046,657			—			—
ProShares UltraShort Gold
Citibank N.A.		(554,559	)		554,559			—			—
Goldman Sachs International		(428,358	)		428,358			—			—
Societe Generale S.A.		(126,928	)		126,928			—			—
UBS AG		(378,414	)		378,414			—			—
ProShares UltraShort Silver
Citibank N.A.		(632,593	)		632,593			—			—
Goldman Sachs International		(486,240	)		—			486,240			—
Societe Generale S.A.		(115,305	)		115,305			—			—
UBS AG		(482,025	)		482,025			—			—
ProShares UltraShort Yen
Goldman Sachs International		821,317			(810,030	)		—			11,287
UBS AG		705,946			—			(705,946	)		—

129

NOTE 4 – AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV of such Fund. The Sponsor has not and will not charge a Management Fee in each of the Fund’s first year of operations in an amount equal to the offering costs. The Sponsor has reimbursed and will reimburse each Fund, to the extent that its offering costs exceed the Management Fee, for the first year of operations.

The Management Fee is paid in consideration of the Sponsor’s trading advisory services and the other services provided to the Fund that the Sponsor pays directly. From the Management Fee, the Sponsor pays all of the routine operational, administrative and other ordinary expenses of each Fund, generally as determined by the Sponsor, including but not limited to the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent, accounting and auditing fees and expenses, any Index licensors for the Funds, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations, including, but not limited to, expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses.

Non-Recurring Fees and Expenses

Each Fund pays all its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses that are unexpected or unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds.

The Administrator

Brown Brothers Harriman & Co. (“BBH&Co.”) serves as the Administrator of the Funds. The Sponsor and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into an Administrative Agency Agreement (the “Administration Agreement”) in connection therewith. Pursuant to the terms of the Administration Agreement and under the supervision and direction of the Sponsor and the Trust, BBH&Co. prepares and files certain regulatory filings on behalf of the Funds. BBH&Co. may also perform other services for the Funds pursuant to the Administration Agreement as mutually agreed upon by the Sponsor, the Trust and BBH&Co. from time to time. Pursuant to the terms of the Administration Agreement, BBH&Co. also serves as the Transfer Agent of the Funds. The Administrator’s fees are paid on behalf of the Funds by the Sponsor.

The Custodian

BBH&Co. serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds. The Custodian’s fees are paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI. The Sponsor pays SEI for performing its duties on behalf of the Funds.

130

NOTE 5 – OFFERING COSTS

Offering costs will be amortized by the Funds over a twelve month period on a straight-line basis beginning once the fund commences operations. The Sponsor will not charge its Management Fee in the first year of operations of a Fund in an amount equal to the offering costs. Normal and expected expenses incurred in connection with the continuous offering of Shares of a Fund after the commencement of its trading operations will be paid by the Sponsor. The Sponsor has reimbursed ProShares UltraPro 3x Crude Oil ETF and ProShares UltraPro 3x Short Crude Oil ETF to the extent that their respective offering costs exceeded 0.95% of their average daily NAV during their first year of operations.

NOTE 6 – CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Geared Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the Share splits and reverse Share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements—such as references to the Transaction Fees imposed on purchases and redemptions is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

The manner by which Creation Units are purchased or redeemed is governed by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade with the relevant fund whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date.

Authorized Participants may pay a fixed transaction fee of up to $250 in connection with each order to create or redeem a Creation Unit in order to compensate BBH&Co., as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% (and a variable transaction fee to the Matching VIX Funds of 0.05%) of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

131

Transaction fees for the three and nine months ended September 30, 2018 which are included in the Addition and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:


Fund	Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Short Euro	$	—	$	—
Short VIX Short-Term Futures ETF		103,371		661,104
Ultra Bloomberg Crude Oil		43,377		148,940
Ultra Bloomberg Natural Gas		1,421		9,264
Ultra Euro		—		—
Ultra Gold		—		6,263
Ultra Silver		5,269		16,841
Ultra VIX Short-Term Futures ETF		483,901		1,545,651
Ultra Yen		—		—
UltraPro 3x Crude Oil ETF		18,225		31,924
UltraPro 3x Short Crude Oil ETF		9,434		29,977
UltraShort Australian Dollar		—		—
UltraShort Bloomberg Crude Oil		19,104		84,917
UltraShort Bloomberg Natural Gas		1,117		3,849
UltraShort Euro		—		—
UltraShort Gold		—		8,911
UltraShort Silver		—		—
UltraShort Yen		—		—
VIX Mid-Term Futures ETF		317		12,366
VIX Short-Term Futures ETF		29,131		121,292

Total Trust	$	714,667	$	2,681,299

132

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended September 30, 2018:

For the Three Months Ended September 30, 2018 (unaudited)


Per Share Operating Performance	Short Euro			Short VIX Short-Term Futures ETF*			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas*			Ultra Euro			Ultra Gold
Net asset value, at June 30, 2018	$	41.60		$	51.10		$	34.33		$	29.28		$	16.09		$	36.49
Net investment income (loss)		0.06			(0.01	)		0.07			0.03			0.02			0.08
Net realized and unrealized gain (loss)#		0.43			8.01			1.36			1.03			(0.41	)		(4.08	)
Change in net asset value from operations		0.49			8.00			1.43			1.06			(0.39	)		(4.00	)
Net asset value, at September 30, 2018	$	42.09		$	59.10		$	35.76		$	30.34		$	15.70		$	32.49
Market value per share, at June 30, 2018†	$	41.53		$	50.88		$	34.38		$	29.27		$	16.06		$	36.56
Market value per share, at September 30, 2018†	$	42.12		$	59.09		$	35.96		$	30.27		$	15.70		$	32.75
Total Return, at net asset value^		1.2	%		15.7	%		4.2	%		3.6	%		(2.4	)%		(11.0	)%
Total Return, at market value^		1.4	%		16.1	%		4.6	%		3.4	%		(2.2	)%		(10.4	)%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.18	%		0.96	%		1.15	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		0.53	%		(0.09	)%		0.88	%		0.48	%		0.41	%		0.97	%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2018.

**	Percentages are annualized.

133

For the Three Months Ended September 30, 2018 (unaudited)


Per Share Operating Performance	Ultra Silver			Ultra VIX Short-Term Futures ETF*			Ultra Yen			UltraPro 3x Crude Oil ETF			UltraPro 3x Short Crude Oil ETF*			UltraShort Australian Dollar
Net asset value, at June 30, 2018	$	29.38		$	61.26		$	57.88		$	62.78		$	19.31		$	50.52
Net investment income (loss)		0.06			(0.09	)		(0.03	)		0.01			(0.01	)		0.06
Net realized and unrealized gain (loss)#		(6.42	)		(24.67	)		(3.54	)		2.35			(2.89	)		2.13
Change in net asset value from operations		(6.36	)		(24.76	)		(3.57	)		2.36			(2.90	)		2.19
Net asset value, at September 30, 2018	$	23.02		$	36.50		$	54.31		$	65.14		$	16.41		$	52.71
Market value per share, at June 30, 2018†	$	29.66		$	61.70		$	58.33		$	63.02		$	19.27		$	51.20
Market value per share, at September 30, 2018†	$	24.07		$	36.80		$	54.44		$	65.68		$	16.27		$	52.78
Total Return, at net asset value^		(21.6	)%		(40.4	)%		(6.2	)%		3.8	%		(15.0	)%		4.3	%
Total Return, at market value^		(18.8	)%		(40.4	)%		(6.7	)%		4.2	%		(15.6	)%		3.1	%
Ratios to Average Net Assets**
Expense ratio		0.95	%		1.66	%		0.95	%		1.09	%		1.12	%		1.04	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		0.97	%		(0.80	)%		(0.19	)%		0.04	%		(0.14	)%		0.50	%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2018.

**	Percentages are annualized.

134

For the Three Months Ended September 30, 2018 (unaudited)


Per Share Operating Performance	UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas			UltraShort Euro			UltraShort Gold			UltraShort Silver			UltraShort Yen
Net asset value, at June 30, 2018	$	14.93		$	38.59		$	22.79		$	75.65		$	34.77		$	73.49
Net investment income (loss)		0.03			0.01			0.05			0.15			0.07			0.17
Net realized and unrealized gain (loss)#		(1.37	)		(3.00	)		0.46			8.60			8.72			4.55
Change in net asset value from operations		(1.34	)		(2.99	)		0.51			8.75			8.79			4.72
Net asset value, at September 30, 2018	$	13.59		$	35.60		$	23.30		$	84.40		$	43.56		$	78.21
Market value per share, at June 30, 2018†	$	14.91		$	38.62		$	22.79		$	75.39		$	34.40		$	73.44
Market value per share, at September 30, 2018†	$	13.50		$	35.65		$	23.31		$	83.75		$	41.58		$	78.18
Total Return, at net asset value^		(9.0	)%		(7.7	)%		2.2	%		11.6	%		25.3	%		6.4	%
Total Return, at market value^		(9.5	)%		(7.7	)%		2.3	%		11.1	%		20.9	%		6.5	%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.23	%		0.95	%		0.95	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		0.84	%		0.09	%		0.87	%		0.73	%		0.67	%		0.89	%

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2018.

**	Percentages are annualized.

135

For the Three Months Ended September 30, 2018 (unaudited)


Per Share Operating Performance	VIX Mid-Term Futures ETF			VIX Short- Term Futures ETF
Net asset value, at June 30, 2018	$	23.03		$	30.42
Net investment income (loss)		0.02			0.01
Net realized and unrealized gain (loss)#		(2.48	)		(8.58	)
Change in net asset value from operations		(2.46	)		(8.57	)
Net asset value, at September 30, 2018	$	20.57		$	21.85
Market value per share, at June 30, 2018†	$	23.02		$	30.52
Market value per share, at September 30, 2018†	$	20.68		$	21.94
Total Return, at net asset value^		(10.7	)%		(28.2	)%
Total Return, at market value^		(10.2	)%		(28.1	)%
Ratios to Average Net Assets**
Expense ratio		0.88	%		0.95	%
Expense ratio, excluding brokerage commissions		0.85	%		0.85	%
Net investment income (loss)		0.44	%		0.15	%

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2018.

**	Percentages are annualized.

136

Selected data for a Share outstanding throughout the three months ended September 30, 2017:

For the Three Months Ended September 30, 2017 (unaudited)


Per Share Operating Performance	Short Euro			Short VIX Short-Term Futures ETF*			Ultra Bloomberg Crude Oil*			Ultra Bloomberg Natural Gas*			Ultra Euro			Ultra Gold
Net asset value, at June 30, 2017	$	41.74		$	320.43		$	14.80		$	48.85		$	16.16		$	37.75
Net investment income (loss)		(0.01	)		(0.54	)		(0.00	)⁽²⁾		(0.05	)		(0.00	)⁽²⁾		0.00	⁽¹⁾
Net realized and unrealized gain (loss)#		(1.26	)		54.84			3.10			(5.10	)		0.97			2.07
Change in net asset value from operations		(1.27	)		54.30			3.10			(5.15	)		0.97			2.07
Net asset value, at September 30, 2017	$	40.47		$	374.73		$	17.90		$	43.70		$	17.13		$	39.82
Market value per share, at June 30, 2017†	$	41.71		$	322.56		$	14.86		$	48.70		$	16.17		$	37.68
Market value per share, at September 30, 2017†	$	40.56		$	375.00		$	17.82		$	44.00		$	17.10		$	39.60
Total Return, at net asset value^		(3.0	)%		16.9	%		20.9	%		(10.5	)%		6.0	%		5.5	%
Total Return, at market value^		(2.8	)%		16.3	%		19.9	%		(9.7	)%		5.8	%		5.1	%
Ratios to Average Net Assets**
Expense ratio		0.96	%		1.50	%		0.97	%		1.16	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		(0.14	)%		(0.66	)%		(0.01	)%		(0.37	)%		(0.04	)%		0.03	%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2017.

**	Percentages are annualized.

⁽¹⁾	Amount represents less than $0.005.

⁽²⁾	Amount represents less than $(0.005).

137

For the Three Months Ended September 30, 2017 (unaudited)


Per Share Operating Performance	Ultra Silver			Ultra VIX Short-Term Futures ETF*			Ultra Yen			UltraPro 3x Crude Oil ETF			UltraPro 3x Short Crude Oil ETF*			UltraShort Australian Dollar
Net asset value, at June 30, 2017	$	33.23		$	196.59		$	58.68		$	19.52		$	105.84		$	47.90
Net investment income (loss)		0.00	⁽¹⁾		(0.45	)		(0.04	)		(0.07	)		(0.28	)		(0.01	)
Net realized and unrealized gain (loss)#		0.79			(92.95	)		(0.57	)		5.82			(35.48	)		(2.26	)
Change in net asset value from operations		0.79			(93.40	)		(0.61	)		5.75			(35.76	)		(2.27	)
Net asset value, at September 30, 2017	$	34.02		$	103.19		$	58.07		$	25.27		$	70.08		$	45.63
Market value per share, at June 30, 2017†	$	33.82		$	194.80		$	58.68		$	19.68		$	104.96		$	47.80
Market value per share, at September 30, 2017†	$	33.15		$	103.00		$	58.17		$	25.09		$	70.52		$	45.85
Total Return, at net asset value^		2.4	%		(47.5	)%		(1.0	)%		29.5	%		(33.8	)%		(4.7	)%
Total Return, at market value^		(2.0	)%		(47.1	)%		(0.9	)%		27.5	%		(32.8	)%		(4.1	)%
Ratios to Average Net Assets**
Expense ratio		0.95	%		2.00	%		0.95	%		1.24	%		1.31	%		1.01	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		0.00	%⁽³⁾		(1.21	)%		(0.28	)%		(1.24	)%		(1.31	)%		(0.13	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2017.

**	Percentages are annualized.

⁽¹⁾	Amount represents less than $0.005.

⁽³⁾	Amount represents less than 0.005%.

138

For the Three Months Ended September 30, 2017 (unaudited)


Per Share Operating Performance	UltraShort Bloomberg Crude Oil*			UltraShort Bloomberg Natural Gas			UltraShort Euro			UltraShort Gold			UltraShort Silver			UltraShort Yen
Net asset value, at June 30, 2017	$	43.43		$	33.16		$	23.12		$	76.30		$	34.75		$	74.07
Net investment income (loss)		0.00	⁽¹⁾		(0.06	)		0.00	⁽¹⁾		(0.00	)⁽²⁾		(0.00	)⁽²⁾		0.01
Net realized and unrealized gain (loss)#		(9.83	)		0.77			(1.43	)		(5.02	)		(2.76	)		0.18
Change in net asset value from operations		(9.83	)		0.71			(1.43	)		(5.02	)		(2.76	)		0.19
Net asset value, at September 30, 2017	$	33.60		$	33.87		$	21.69		$	71.28		$	31.99		$	74.26
Market value per share, at June 30, 2017†	$	43.21		$	33.33		$	23.12		$	76.37		$	34.09		$	74.05
Market value per share, at September 30, 2017†	$	33.73		$	33.64		$	21.68		$	71.55		$	32.78		$	74.21
Total Return, at net asset value^		(22.6	)%		2.1	%		(6.2	)%		(6.6	)%		(7.9	)%		0.3	%
Total Return, at market value^		(21.9	)%		0.9	%		(6.2	)%		(6.3	)%		(3.8	)%		0.2	%
Ratios to Average Net Assets**
Expense ratio		0.99	%		1.34	%		0.95	%		0.95	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		(0.03	)%		(0.73	)%		0.04	%		(0.01	)%		(0.05	)%		0.03	%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2017

**	Percentages are annualized.

⁽¹⁾	Amount represents less than $0.005.

⁽²⁾	Amount represents less than $(0.005).

139

For the Three Months Ended September 30, 2017 (unaudited)


Per Share Operating Performance	VIX Mid-Term Futures ETF			VIX Short-Term Futures ETF*
Net asset value, at June 30, 2017	$	27.46		$	42.69
Net investment income (loss)		(0.01	)		(0.01	)
Net realized and unrealized gain (loss)#		(2.25	)		(10.11	)
Change in net asset value from operations		(2.26	)		(10.12	)
Net asset value, at September 30, 2017	$	25.20		$	32.57
Market value per share, at June 30, 2017†	$	27.43		$	42.52
Market value per share, at September 30, 2017†	$	25.17		$	32.53
Total Return, at net asset value^		(8.2	)%		(23.7	)%
Total Return, at market value^		(8.2	)%		(23.5	)%
Ratios to Average Net Assets**
Expense ratio		0.92	%		0.98	%
Expense ratio, excluding brokerage commissions		0.85	%		0.85	%
Net investment income (loss)		(0.17	)%		(0.14	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2017.

**	Percentages are annualized.

140

Selected data for a Share outstanding throughout the nine months ended September 30, 2018:

For the Nine Months Ended September 30, 2018 (unaudited)


Per Share Operating Performance	Short Euro			Short VIX Short-Term Futures ETF*			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas*			Ultra Euro			Ultra Gold
Net asset value, at December 31, 2017	$	39.96		$	509.20		$	23.66		$	32.64		$	17.44		$	39.88
Net investment income (loss)		0.10			(0.25	)		0.13			0.05			0.02			0.20
Net realized and unrealized gain (loss)#		2.03			(449.85	)		11.97			(2.35	)		(1.76	)		(7.59	)
Change in net asset value from operations		2.13			(450.10	)		12.10			(2.30	)		(1.74	)		(7.39	)
Net asset value, at September 30, 2018	$	42.09		$	59.10		$	35.76		$	30.34		$	15.70		$	32.49
Market value per share, at December 31, 2017†	$	39.99		$	512.84		$	23.44		$	32.50		$	17.46		$	40.67
Market value per share, at September 30, 2018†	$	42.12		$	59.09		$	35.96		$	30.27		$	15.70		$	32.75
Total Return, at net asset value^		5.3	%		(88.4	)%		51.1	%		(7.0	)%		(10.0	)%		(18.5	)%
Total Return, at market value^		5.3	%		(88.5	)%		53.4	%		(6.9	)%		(10.1	)%		(19.5	)%
Ratios to Average Net Assets**
Expense ratio		0.97	%		1.38	%		0.97	%		1.20	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		0.33	%		(0.50	)%		0.58	%		0.24	%		0.19	%		0.68	%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2018.

**	Percentages are annualized.

141

For the Nine Months Ended September 30, 2018 (unaudited)


Per Share Operating Performance	Ultra Silver			Ultra VIX Short-Term Futures ETF*			Ultra Yen			UltraPro 3x Crude Oil ETF			UltraPro 3x Short Crude Oil ETF*			UltraShort Australian Dollar
Net asset value, at December 31, 2017	$	33.55		$	51.67		$	57.32		$	37.78		$	42.32		$	45.67
Net investment income (loss)		0.15			(0.39	)		(0.14	)		(0.19	)		(0.16	)		0.09
Net realized and unrealized gain (loss)#		(10.68	)		(14.78	)		(2.87	)		27.55			(25.75	)		6.95
Change in net asset value from operations		(10.53	)		(15.17	)		(3.01	)		27.36			(25.91	)		7.04
Net asset value, at September 30, 2018	$	23.02		$	36.50		$	54.31		$	65.14		$	16.41		$	52.71
Market value per share, at December 31, 2017†	$	33.85		$	51.05		$	57.45		$	37.23		$	42.88		$	45.72
Market value per share, at September 30, 2018†	$	24.07		$	36.80		$	54.44		$	65.68		$	16.27		$	52.78
Total Return, at net asset value^		(31.4	)%		(29.4	)%		(5.3	)%		72.4	%		(61.2	)%		15.4	%
Total Return, at market value^		(28.9	)%		(27.9	)%		(5.2	)%		76.4	%		(62.1	)%		15.4	%
Ratios to Average Net Assets**
Expense ratio		0.95	%		1.70	%		0.95	%		1.13	%		1.19	%		1.03	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		0.66	%		(0.98	)%		(0.31	)%		(0.50	)%		(0.82	)%		0.25	%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2018.

**	Percentages are annualized.

142

For the Nine Months Ended September 30, 2018 (unaudited)


Per Share Operating Performance	UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas			UltraShort Euro			UltraShort Gold			UltraShort Silver			UltraShort Yen
Net asset value, at December 31, 2017	$	24.31		$	39.48		$	21.21		$	70.47		$	31.71		$	74.93
Net investment income (loss)		0.09			(0.06	)		0.10			0.31			0.14			0.33
Net realized and unrealized gain (loss)#		(10.81	)		(3.82	)		1.99			13.62			11.71			2.95
Change in net asset value from operations		(10.72	)		(3.88	)		2.09			13.93			11.85			3.28
Net asset value, at September 30, 2018	$	13.59		$	35.60		$	23.30		$	84.40		$	43.56		$	78.21
Market value per share, at December 31, 2017†	$	24.56		$	39.65		$	21.20		$	69.11		$	31.40		$	74.98
Market value per share, at September 30, 2018†	$	13.50		$	35.65		$	23.31		$	83.75		$	41.58		$	78.18
Total Return, at net asset value^		(44.1	)%		(9.8	)%		9.9	%		19.8	%		37.4	%		4.4	%
Total Return, at market value^		(45.0	)%		(10.1	)%		10.0	%		21.2	%		32.4	%		4.3	%
Ratios to Average Net Assets**
Expense ratio		0.98	%		1.33	%		0.95	%		0.95	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		0.62	%		(0.21	)%		0.62	%		0.57	%		0.53	%		0.62	%

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2018.

**	Percentages are annualized.

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For the Nine Months Ended September 30, 2018 (unaudited)


Per Share Operating Performance	VIX Mid-Term Futures ETF			VIX Short-Term Futures ETF
Net asset value, at December 31, 2017	$	21.29		$	23.34
Net investment income (loss)		0.02			(0.00	)⁽¹⁾
Net realized and unrealized gain (loss)#		(0.74	)		(1.49	)
Change in net asset value from operations		(0.72	)		(1.49	)
Net asset value, at September 30, 2018	$	20.57		$	21.85
Market value per share, at December 31, 2017†	$	21.15		$	23.15
Market value per share, at September 30, 2018†	$	20.68		$	21.94
Total Return, at net asset value^		(3.4	)%		(6.4	)%
Total Return, at market value^		(2.2	)%		(5.2	)%
Ratios to Average Net Assets**
Expense ratio		0.94	%		0.99	%
Expense ratio, excluding brokerage commissions		0.85	%		0.85	%
Net investment income (loss)		0.12	%		(0.02	)%

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2018.

**	Percentages are annualized.

⁽¹⁾	Amount represents less than $(0.005).

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Selected data for a Share outstanding throughout the nine months ended September 30, 2017:

For the Nine Months Ended September 30, 2017 (unaudited)


Per Share Operating Performance	Short Euro			Short VIX Short-Term Futures ETF*			Ultra Bloomberg Crude Oil*			Ultra Bloomberg Natural Gas*			Ultra Euro			Ultra Gold
Net asset value, at December 31, 2016	$	45.06		$	182.46		$	23.34		$	94.24		$	14.02		$	32.90
Net investment income (loss)		(0.12	)		(1.80	)		(0.03	)		(0.23	)		(0.03	)		(0.06	)
Net realized and unrealized gain (loss)#		(4.47	)		194.07			(5.41	)		(50.31	)		3.14			6.98
Change in net asset value from operations		(4.59	)		192.27			(5.44	)		(50.54	)		3.11			6.92
Net asset value, at September 30, 2017	$	40.47		$	374.73		$	17.90		$	43.70		$	17.13		$	39.82
Market value per share, at December 31, 2016†	$	45.12		$	181.96		$	23.36		$	94.80		$	14.09		$	33.20
Market value per share, at September 30, 2017†	$	40.56		$	375.00		$	17.82		$	44.00		$	17.10		$	39.60
Total Return, at net asset value^		(10.2	)%		105.3	%		(23.3	)%		(53.6	)%		22.2	%		21.0	%
Total Return, at market value^		(10.1	)%		106.1	%		(23.7	)%		(53.6	)%		21.4	%		19.3	%
Ratios to Average Net Assets**
Expense ratio		0.96	%		1.52	%		0.97	%		1.16	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		(0.37	)%		(0.80	)%		(0.24	)%		(0.57	)%		(0.26	)%		(0.22	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2017.

**	Percentages are annualized.

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For the Nine Months Ended September 30, 2017 (unaudited)


Per Share Operating Performance	Ultra Silver			Ultra VIX Short-Term Futures ETF*			Ultra Yen			UltraPro 3x Crude Oil ETF+			UltraPro 3x Short Crude Oil ETF*+			UltraShort Australian Dollar
Net asset value, at December 31, 2016	$	33.44		$	869.63		$	55.43		$	25.00		$	100.00		$	55.38
Net investment income (loss)		(0.06	)		(2.16	)		(0.21	)		(0.14	)		(0.62	)		(0.15	)
Net realized and unrealized gain (loss)#		0.64			(764.28	)		2.85			0.41			(29.30	)		(9.60	)
Change in net asset value from operations		0.58			(766.44	)		2.64			0.27			(29.92	)		(9.75	)
Net asset value, at September 30, 2017	$	34.02		$	103.19		$	58.07		$	25.27		$	70.08		$	45.63
Market value per share, at December 31, 2016†	$	32.09		$	875.00		$	55.52		$	25.00		$	100.00		$	55.24
Market value per share, at September 30, 2017†	$	33.15		$	103.00		$	58.17		$	25.09		$	70.52		$	45.85
Total Return, at net asset value^		1.7	%		(88.1	)%		4.8	%		1.1	%		(29.9	)%		(17.6	)%
Total Return, at market value^		3.3	%		(88.2	)%		4.8	%		0.4	%		(29.5	)%		(17.0	)%
Ratios to Average Net Assets**
Expense ratio		0.95	%		1.88	%		0.95	%		1.26	%		1.34	%		1.01	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		(0.23	)%		(1.28	)%		(0.47	)%		(1.26	)%		(1.34	)%		(0.42	)%

*	See Note 1 of these Notes to Financial Statements.

⁺	From commencement of operations, March 24, 2017 through September 30, 2017.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2017. For ProShares UltraPro 3x Crude Oil ETF and ProShares UltraPro 3x Short Crude Oil ETF the returns for the period from commencement of operations through September 30, 2017 are calculated based on the initial offering price upon commencement of operations of $25.00 and $100.00 respectively.

**	Percentages are annualized.

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For the Nine Months Ended September 30, 2017 (unaudited)


Per Share Operating Performance	UltraShort Bloomberg Crude Oil*			UltraShort Bloomberg Natural Gas			UltraShort Euro			UltraShort Gold			UltraShort Silver			UltraShort Yen
Net asset value, at December 31, 2016	$	31.70		$	23.10		$	27.08		$	91.33		$	37.31		$	80.24
Net investment income (loss)		(0.08	)		(0.20	)		(0.04	)		(0.13	)		(0.06	)		(0.14	)
Net realized and unrealized gain (loss)#		1.98			10.97			(5.35	)		(19.92	)		(5.26	)		(5.84	)
Change in net asset value from operations		1.90			10.77			(5.39	)		(20.05	)		(5.32	)		(5.98	)
Net asset value, at September 30, 2017	$	33.60		$	33.87		$	21.69		$	71.28		$	31.99		$	74.26
Market value per share, at December 31, 2016†	$	31.65		$	23.05		$	27.08		$	90.54		$	38.76		$	80.25
Market value per share, at September 30, 2017†	$	33.73		$	33.64		$	21.68		$	71.55		$	32.78		$	74.21
Total Return, at net asset value^		6.0	%		46.6	%		(19.9	)%		(22.0	)%		(14.3	)%		(7.5	)%
Total Return, at market value^		6.6	%		45.9	%		(19.9	)%		(21.0	)%		(15.4	)%		(7.5	)%
Ratios to Average Net Assets**
Expense ratio		0.99	%		1.32	%		0.95	%		0.95	%		0.95	%		0.95	%
Expense ratio, excluding brokerage commissions		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%		0.95	%
Net investment income (loss)		(0.29	)%		(0.83	)%		(0.23	)%		(0.23	)%		(0.27	)%		(0.26	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated

^	Percentages are not annualized for the period ended September 30, 2017.

**	Percentages are annualized.

147

For the Nine Months Ended September 30, 2017 (unaudited)


Per Share Operating Performance	VIX Mid-Term Futures ETF			VIX Short-Term Futures ETF*
Net asset value, at December 31, 2016	$	42.14		$	84.86
Net investment income (loss)		(0.07	)		(0.11	)
Net realized and unrealized gain (loss)#		(16.87	)		(52.18	)
Change in net asset value from operations		(16.94	)		(52.29	)
Net asset value, at September 30, 2017	$	25.20		$	32.57
Market value per share, at December 31, 2016†	$	42.34		$	85.04
Market value per share, at September 30, 2017†	$	25.17		$	32.53
Total Return, at net asset value^		(40.2	)%		(61.6	)%
Total Return, at market value^		(40.6	)%		(61.7	)%
Ratios to Average Net Assets**
Expense ratio		0.89	%		0.97	%
Expense ratio, excluding brokerage commissions		0.85	%		0.85	%
Net investment income (loss)		(0.30	)%		(0.30	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period September 30, 2017.

**	Percentages are annualized.

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NOTE 8 – RISK

Correlation and Compounding Risk

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day (as measured from NAV calculation time to NAV calculation time). The return of a Geared Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ from one-half the inverse (-0.5x), the inverse (-1x), two times the inverse (-2x), three times the inverse (-3x), one and one-half times (1.5x) of the return, two times (2x) of the return or three times of the return (3x) of the Geared Fund’s benchmark for the period. A Geared Fund will lose money if its benchmark performance is flat over time, and it is possible for a Geared Fund to lose money over time even if the performance of its benchmark increases (or decreases in the case of Short, UltraShort and UltraPro Short Funds), as a result of daily rebalancing, the benchmark’s volatility, compounding, and other factors. Longer holding periods, higher benchmark volatility, inverse exposure and greater leverage each affect the impact of compounding on a Geared Fund’s returns. Daily compounding of a Geared Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility. Volatility may be at least as important to a Geared Fund’s return for a period as the return of the Geared Fund’s underlying benchmark. The Matching VIX Funds seek to achieve their stated investment objective over time.

Each Ultra, UltraShort, UltraPro and UltraPro Short Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark. For example, the daily return of an Ultra or UltraPro Fund with a 1.5x or 2x or 3x multiple should be approximately one and one-half or two or three times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark. The daily return of an UltraShort or UltraPro Short Fund is designed to return two times the inverse (-2x) or three times the inverse (-3x) of the return that would be expected of a fund with an objective of matching the same benchmark. The Geared Funds are not appropriate for all investors and present significant risks not applicable to other types funds. The Leveraged Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use leverage. An investor should only consider an investment in a Geared Fund if he or she understands the consequences of seeking daily leveraged, daily inverse or daily inverse leveraged investment results. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

While the Funds seek to meet their investment objectives, there is no guarantee they will do so. Factors that may affect a Fund’s ability to meet its investment objective include: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmark; (3) bid-ask spreads on such Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs; (5) holding or trading instruments in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark Index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting standards; and (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, over weighting or under weighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Geared Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions, extreme market volatility, and other factors will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -0.5x, -1x, -2x, 1.5x, 2x, -3x or 3x as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day.

149

Each Geared Fund seeks to rebalance its portfolio on a daily basis. The time and manner in which a Geared Fund rebalances its portfolio may vary from day to day depending upon market conditions and other circumstances at the discretion of the Sponsor. Unlike other funds that do not rebalance their portfolios as frequently, each Geared Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order to maintain appropriate exposure to the underlying benchmarks.

Counterparty Risk

Each Fund may use derivatives such as swap agreements and forward contracts (collectively referred to herein as “derivatives”) in the manner described herein as a means to achieve their respective investment objectives. The use of derivatives by a Fund exposes the Fund to counterparty risks.

Regulatory Treatment

Derivatives are generally traded in OTC markets and have only recently become subject to comprehensive regulation in the United States. Cash-settled forwards are generally regulated as “swaps”, whereas physically settled forwards are generally not subject to regulation (in the case of commodities other than currencies) or subject to the federal securities laws (in the case of securities).

Title VII of the Dodd-Frank Act (“Title VII”) created a regulatory regime for derivatives, with the CFTC responsible for the regulation of swaps and the SEC responsible for the regulation of “security-based swaps.” The SEC requirements have largely yet to be made effective, but the CFTC requirements are largely in place. The CFTC requirements have included rules for some of the types of transactions in which the Funds will engage, including mandatory clearing and exchange trading, reporting, and margin for uncleared swaps. Title VII also created new categories of regulated market participants, such as “swap dealers,” “security-based swap dealers,” “major swap participants,” and “major security-based swap participants” who are, or will be, subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. The regulatory requirements under Title VII continue to be developed and there may be further modifications that could impact the Funds.

As noted, the CFTC rules may not apply to all of the swap agreements and forward contracts entered into by the Funds. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the CEA in connection with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants.

Counterparty Credit Risk

The Funds will be subject to the credit risk of the counterparties to the derivatives. In the case of cleared derivatives, the Funds will have credit risk to the clearing corporation in a similar manner as the Funds would for futures contracts. In the case of uncleared derivatives, the Funds will be subject to the credit risk of the counterparty to the transaction – typically a single bank or financial institution. As a result, a Fund is subject to increased credit risk with respect to the amount it expects to receive from counterparties to uncleared derivatives entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds. However, there are no limitations on the percentage of assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major, global financial institutions.

150

OTC derivatives of the type that may be utilized by the Funds are generally less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. For example, if the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day.

In addition, cleared derivatives benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. To the extent the Fund enters into cleared swap transactions, the Fund will deposit collateral with an FCM in cleared swaps customer accounts, which are required by CFTC regulations to be separate from its proprietary collateral posted for cleared swaps transactions. Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated funds for futures transactions but provide certain additional protections to cleared swaps collateral in the event of a clearing broker or clearing broker customer default. For example, in the event of a default of both the clearing broker and a customer of the clearing broker, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally comingled) account of the defaulting cleared swap customer of the clearing broker, as opposed to the treatment of customer segregated funds, under which the clearing house may access all of the commingled customer segregated funds of a defaulting clearing broker. Uncleared derivatives entered into directly between two counterparties do not necessarily benefit from such protections, particularly if entered into with an entity that is not registered as a “swap dealer” with the CFTC. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.

The Sponsor regularly reviews the performance of its counterparties for, among other things, creditworthiness and execution quality. In addition, the Sponsor periodically considers the addition of new counterparties and the counterparties used by a Fund may change at any time. Each day, the Funds disclose their portfolio holdings as of the prior Business Day. Each Fund’s portfolio holdings identifies its counterparties, as applicable. This portfolio holdings information may be accessed through the web on the Sponsor’s website at www.ProShares.com.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund, subject to applicable law.

The counterparty risk for cleared derivatives transactions is generally lower than for uncleared OTC derivatives. Once a transaction is cleared, the clearing organization is substituted and is a Fund’s counterparty on the derivative. The clearing organization guarantees the performance of the other side of the derivative. Nevertheless, some risk remains, as there is no assurance that the clearing organization, or its members, will satisfy its obligations to a Fund.

Leverage Risk

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions could result in the total loss of an investor’s investment, even over periods as short as a single day.

For example, because the UltraShort Funds and Ultra Funds (except for the Ultra VIX Short-Term Futures ETF which includes a one and one-half times multiplier) include a two times the inverse (-2x), or a two times (2x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point in the day could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an

151

opposite direction, eliminating all or a portion of the movement. For UltraPro Fund and UltraPro Short Fund, because the Funds include a three times (3x) or three times the inverse (-3x) multiplier, a single day movement in the benchmark approaching 33% at any point in the day could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment objective of the Fund in which an investor has invested, even if the benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downward single-day or intraday movements in the underlying benchmark of an Ultra Fund and UltraPro Fund or upward single-day or intraday movements in the benchmark of an UltraShort Fund and UltraPro Short Fund, even if the underlying benchmark maintains a level greater than zero at all times.

Liquidity Risk

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in November 2017 may specify a January 2018 expiration. As that contract nears expiration, it may be replaced by selling the January 2018 contract and purchasing the contract expiring in March 2018. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the January 2018 contract would take place at a price that is higher than the price at which the March 2018 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund, an UltraPro Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund, an UltraShort Fund or an UltraPro Short Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Funds, UltraShort Funds, and UltraPro Short Funds, and positively affect the Ultra Funds, UltraPro Funds and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the applicable VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

Gold and silver have historically exhibited persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly.

152

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Trust’s and the Funds’ financial statements through the date the financial statements were issued. The subsequent events were as follows:

The Trust has engaged The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”), to provide the Trust and the Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to the following agreements with BNY Mellon, effective on October 1, 2018: (i) BNY Custody Agreement; (ii) BNY Administration and Accounting Agreement; and (iii) BNY Transfer Agency and Service Agreement.

153

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend,” “project,” “seek” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor or the Trustee (as each term is defined below) assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

Introduction

ProShares Trust II (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of September 30, 2018, the following twenty series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (ii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); (iii) ProShares UltraShort Bloomberg Crude Oil, ProShares UltraPro 3x Short Crude Oil ETF, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares UltraPro 3x Crude Oil ETF, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); and (iv) ProShares Short Euro (the “Short Euro Fund”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund are listed on the NYSE Arca, Inc. (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in this Quarterly Report on Form 10-Q. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in this Quarterly Report on Form 10-Q.

The Sponsor also serves as the Trust’s commodity pool operator. Wilmington Trust Company serves as the Trustee of the Trust (the “Trustee”). The Funds are commodity pools, as defined under the CEA and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and are operated by the Sponsor, a commodity pool operator registered with the CFTC. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

Groups of Funds are collectively referred to in this Quarterly Report on Form 10-Q in several different ways. References to “Short Funds,” “UltraShort Funds,” “UltraPro Short Funds,” “Ultra Funds” or “UltraPro Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds”, “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

Effective as of close of business on February 27, 2018, the investment objective of ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF changed.

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As described in each Fund’s prospectus, each of the Funds intends to invest in “Financial Instruments” (Financial Instruments are instruments whose value is derived from the value of an underlying asset, rate or benchmark including futures contracts, swap agreements, forward contracts and other instruments) as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to the VIX Index, natural gas, crude oil, precious metals, or currencies, as applicable. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds.

Each “Short” Fund seeks daily investment results, before fees and expenses, that correspond to either one-half the inverse (-0.5x) or the inverse (-1x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each “UltraPro Short” Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily performance of its corresponding benchmark. Each “Ultra” Fund seeks daily investment results, before fees and expenses, that correspond to either one and one-half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each “UltraPro” Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) of the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, before fees and expenses, both over a single day and over time, that match (1x) the performance of its corresponding benchmark. Daily performance is measured from the calculation of each Fund’s net asset value (“NAV”) to the Fund’s next NAV calculation.

Each Geared Fund seeks investment results for a single day only, not for any other period. This is different from most exchange-traded funds and means that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, which will very likely differ from -0.5x, -1x, -2x, -3x, 1.5x, 2x or 3x of the return of the benchmark to which such Fund is benchmarked for that period. In periods of higher market volatility, the volatility of the benchmark may be at least as important to a Geared Fund’s return for the period as the return of the benchmark. Geared Funds, that use leverage, are riskier than similarly benchmarked exchange-traded funds that do not use leverage. Accordingly, these Funds may not be suitable for all investors and should be used only by knowledgeable investors who understand the potential consequences of seeking daily leveraged, inverse or inverse leveraged investment results. Shareholders who invest in the Geared Funds should actively manage and monitor their investments, as frequently as daily.

Each Matching VIX Fund seeks results, before fees and expenses, that match the performance of the S&P 500 VIX Short-Term Futures Index (the “Short-Term VIX Index”) or the S&P 500 VIX Mid-Term Futures Index (the “Mid-Term VIX Index”) (each a “VIX Futures Index”). Each Geared VIX Fund seeks daily investment results, before fees and expenses, that correspond to a multiple or the inverse of the daily performance of the Short-Term VIX Index. Each VIX Fund intends to obtain exposure to its benchmark by investing primarily in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”).

ProShares UltraShort Bloomberg Crude Oil, ProShares UltraPro 3x Short Crude Oil ETF, ProShares UltraShort Bloomberg Natural Gas, ProShares Ultra Bloomberg Crude Oil, ProShares UltraPro 3x Crude Oil ETF, and ProShares Ultra Bloomberg Natural Gas are benchmarked to Indices designed to track the performance of commodity futures contracts, as applicable. The daily performance of these Indexes and the corresponding Funds will likely be very different from the daily performance of the price of the related physical commodities.

155

Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares and each Matching VIX Fund continuously offers and redeems its Shares in blocks of 25,000 Shares (each such block a “Creation Unit”). Only Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with one or more of the Funds. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

Liquidity and Capital Resources

In order to collateralize derivatives positions in Indices, commodities or currencies, a portion of the NAV of each Fund is held in cash and/or U.S. Treasury securities, agency securities, or other high credit quality short term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements, futures, and/or forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three and nine months ended September 30, 2018 and 2017, each of the Funds earned interest income as follows:

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Interest Income


Fund	Interest Income Three Months Ended September 30, 2018		Interest Income Three Months Ended September 30, 2017		Interest Income Nine Months Ended September 30, 2018		Interest Income Nine Months Ended September 30, 2017
ProShares Short Euro	$	31,641	$	18,865	$	78,667	$	57,345
ProShares Short VIX Short-Term Futures ETF		1,287,659		2,102,194		4,369,182		3,484,888
ProShares Ultra Bloomberg Crude Oil		1,905,336		1,819,809		5,027,003		4,436,888
ProShares Ultra Bloomberg Natural Gas		103,480		93,039		357,473		199,874
ProShares Ultra Euro		27,379		30,171		77,134		69,923
ProShares Ultra Gold		371,579		231,647		1,076,472		531,782
ProShares Ultra Silver		969,237		612,838		2,671,211		1,497,007
ProShares Ultra VIX Short-Term Futures ETF		1,202,062		866,857		2,441,956		1,833,411
ProShares Ultra Yen		5,433		10,221		14,169		21,407
ProShares UltraPro 3x Crude Oil ETF		110,355		—		115,343		—
ProShares UltraPro 3x Short Crude Oil ETF		56,224		—		62,491		—
ProShares UltraShort Australian Dollar		29,472		23,090		73,735		58,614
ProShares UltraShort Bloomberg Crude Oil		756,932		458,896		2,275,948		998,438
ProShares UltraShort Bloomberg Natural Gas		23,953		11,436		55,020		25,909
ProShares UltraShort Euro		787,334		559,862		2,188,547		1,452,945
ProShares UltraShort Gold		118,392		85,802		323,515		202,149
ProShares UltraShort Silver		99,348		44,411		242,765		103,317
ProShares UltraShort Yen		369,683		389,160		1,041,106		1,072,691
ProShares VIX Mid-Term Futures ETF		61,731		71,551		171,777		164,138
ProShares VIX Short-Term Futures ETF		366,829		379,082		878,858		786,305

Each Fund’s underlying swaps, futures, forward contracts and foreign currency forward contracts, as applicable, may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed “off-exchange” between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The large size of the positions in which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

157

Market Risk

Trading in derivatives contracts involves each Fund entering into contractual commitments to purchase or sell a commodity, currency or spot volatility product underlying such Fund’s benchmark at a specified date and price, should it hold such derivative contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, currency or spot volatility product, it would be required to make delivery of that commodity, currency or spot volatility product at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity, currency or spot volatility product can rise is unlimited, entering into commitments to sell commodities, currencies or spot volatility products would expose a Fund to theoretically unlimited risk.

For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges as well as certain swaps is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members (i.e., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

Certain swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to an uncleared swap agreement defaults, the Fund’s risk of loss typically consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with the recovery of collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

•

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

•

limiting the outstanding amounts due from counterparties to the Funds;

•

not posting margin directly with a counterparty;

•

requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily, subject to certain minimum thresholds; and

•

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

158

Off-Balance Sheet Arrangements and Contractual Obligations

As of November 2, 2018, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

Management fee payments made to the Sponsor are calculated as a fixed percentage of each Fund’s NAV. As such, the Sponsor cannot anticipate the payment amounts that will be required under these arrangements for future periods as NAVs are not known until a future date. The agreement with the Sponsor may be terminated by either party upon 30 days written notice to the other party.

Critical Accounting Policies

The Trust’s and the Funds’ critical accounting policies are as follows:

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s and the Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures, forward contracts or foreign currency forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

For financial reporting purposes, the Funds value investments based upon the closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain Funds’ final creation/redemption NAV for the three and nine months ended September 30, 2018.

Derivatives (e.g., futures contracts, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at last settled price. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

159

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or the VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and the VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or the VIX Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale).

The prices used by the Leveraged or the VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or discount, and is reflected as Interest Income in the Statement of Operations.

Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis. The Sponsor is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

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Results of Operations for the Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	8,319,329		$	10,433,992
NAV end of period	$	8,418,243		$	8,093,438
Percentage change in NAV		1.2	%		(22.4	)%
Shares outstanding beginning of period		200,000			250,000
Shares outstanding end of period		200,000			200,000
Percentage change in shares outstanding		—			(20.0	)%
Shares redeemed		—			50,000
Per share NAV beginning of period	$	41.60		$	41.74
Per share NAV end of period	$	42.09		$	40.47
Percentage change in per share NAV		1.2	%		(3.0	)%
Percentage change in benchmark		(0.6)	%		3.5	%
Benchmark annualized volatility		7.1	%		7.3	%

During the three months ended September 30, 2018, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the spot price of the euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2018 to September 30, 2018. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,000 outstanding Shares at June 30, 2017 to 200,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 1.2% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 3.0% for the three months ended September 30, 2017, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 15, 2018 at $42.93 per Share and reached its low for the period on July 9, 2018 at $41.35 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 5, 2017 at $42.03 per Share and reached its low for the period on September 8, 2017 at $39.73 per Share.

The benchmark’s decline of 0.6% for the three months ended September 30, 2018, as compared to the benchmark’s rise of 3.5% for the three months ended September 30, 2017, can be attributed to a decline in the value of the euro versus the U.S. dollar during the three months ended September 30, 2018.

161

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	11,261		$	(3,071	)
Management fee		20,064			21,606
Brokerage commissions		316			330
Net realized gain (loss)		173,885			(599,589	)
Change in net unrealized appreciation/depreciation		(86,232	)		292,113
Net income (loss)	$	98,914		$	(310,547	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a decrease in the value of the euro versus the U.S. dollar during the three months ended September 30, 2018.

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	528,238,767		$	793,060,423
NAV end of period	$	392,109,157		$	1,039,873,910
Percentage change in NAV		(25.8	)%		31.1	%
Shares outstanding beginning of period		10,337,500			2,475,000
Shares outstanding end of period		6,634,307			2,775,000
Percentage change in shares outstanding		(35.8	)%		12.1	%
Shares created		—			4,437,500
Shares redeemed		3,703,193			4,137,500
Per share NAV beginning of period	$	51.10		$	320.43
Per share NAV end of period	$	59.10		$	374.73
Percentage change in per share NAV		15.7	%		16.9	%
Percentage change in benchmark		(27.8	)%		(23.4	)%
Benchmark annualized volatility		43.7	%		65.8	%

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 10,337,500 outstanding Shares at June 30, 2018 to 6,634,307 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one-half the inverse (-0.5x) of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted primarily from an increase from 2,475,000 outstanding Shares at June 30, 2017 to 2,775,000 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 0.5x of the inverse of the daily performance of its benchmark. For the three months ended September 30, 2017, the Fund’s daily performance had a statistical correlation over 0.99 to the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 15.7% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 16.9% for the three months ended September 30, 2017, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2018

162

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 18, 2018 at $231.36 per Share and reached its low for the period on July 3, 2018 at $50.54 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 29, 2017 at $374.72 per Share and reached its low for the period on August 18, 2017 at $280.20 per Share.

The benchmark’s decline of 27.8% for the three months ended September 30, 2018, as compared to the benchmark’s decline of 23.4% for the three months ended September 30, 2017, can be attributed to a greater decline of the prices of the near-term futures contracts on the VIX futures during the three months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	(101,161	)	$	(1,640,811	)
Management fee		1,111,482			2,376,444
Brokerage commissions		272,502			1,366,561
Net realized gain (loss)		38,096,229			188,307,524
Change in net unrealized appreciation/depreciation		33,660,002			100,090,454
Net income (loss)	$	71,655,070		$	286,757,167

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve and a lower Net Asset Value during the three months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Short VIX Short-Term Futures ETF.

ProShares Ultra Bloomberg Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	455,274,935		$	958,703,511
NAV end of period	$	397,342,621		$	622,142,765
Percentage change in NAV		(12.7	)%		(35.1	)%
Shares outstanding beginning of period		13,261,317			64,761,317
Shares outstanding end of period		11,111,317			34,761,317
Percentage change in shares outstanding		(16.2	)%		(46.3	)%
Shares created		2,050,000			4,400,000
Shares redeemed		4,200,000			34,400,000
Per share NAV beginning of period	$	34.33		$	14.80
Per share NAV end of period	$	35.76		$	17.90
Percentage change in per share NAV		4.2	%		20.9	%
Percentage change in benchmark		3.3	%		11.2	%
Benchmark annualized volatility		23.7	%		25.6	%

163

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 13,261,317 outstanding Shares at June 30, 2018 to 11,111,317 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 64,761,317 outstanding Shares at June 30, 2017 to 34,761,317 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 4.2% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 20.9% for the three months ended September 30, 2017, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 28, 2018 at $35.76 per Share and reached its low for the period on August 15, 2018 at $27.62 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 25, 2017 at $18.28 per Share and reached its low for the period on July 7, 2017 at $13.57 per Share.

The benchmark’s rise of 3.3% for the three months ended September 30, 2018, as compared to the benchmark’s rise of 11.2% for the three months ended September 30, 2017, can be attributed to a lesser increase in the price of WTI Crude Oil during the three months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	907,471		$	(19,527	)
Management fee		981,939			1,798,486
Brokerage commissions		15,926			40,850
Net realized gain (loss)		50,283,340			45,488,493
Change in net unrealized appreciation/depreciation		(32,414,911	)		112,829,499
Net income (loss)	$	18,775,900		$	158,298,465

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a lesser increase in the price of WTI Crude Oil during the three months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for ProShares Ultra Bloomberg Crude Oil.

164

ProShares Ultra Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	25,715,598		$	43,886,614
NAV end of period	$	23,608,774		$	51,059,617
Percentage change in NAV		(8.2	)%		16.3	%
Shares outstanding beginning of period		878,150			898,434
Shares outstanding end of period		778,150			1,168,434
Percentage change in shares outstanding		(11.4	)%		30.1	%
Shares created		200,000			520,000
Shares redeemed		300,000			250,000
Per share NAV beginning of period	$	29.28		$	48.85
Per share NAV end of period	$	30.34		$	43.70
Percentage change in per share NAV		3.6	%		(10.5	)%
Percentage change in benchmark		2.9	%		(4.1	)%
Benchmark annualized volatility		21.4	%		29.6	%

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 878,150 outstanding Shares at June 30, 2018 to 778,150 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the Bloomberg Natural Gas Subindex^SM. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 898,434 outstanding Shares at June 30, 2017 to 1,168,434 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the Bloomberg Natural Gas Subindex^SM.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 3.6% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 10.5% for the three months ended September 30, 2017, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 25, 2018 at $31.41 per Share and reached its low for the period on July 18, 2018 at $25.13 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 18, 2017 at $49.90 per Share and reached its low for the period on August 4, 2017 at $40.45 per Share.

The benchmark’s rise of 2.9% for the three months ended September 30, 2018, as compared to the benchmark’s decline of 4.1% for the three months ended September 30, 2017, can be attributed to an increase in the price of Henry Hub Natural Gas during the three months ended September 30, 2018.

165

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018		Three Months Ended September 30, 2017
Net investment income (loss)	$	30,444	$	(42,774	)
Management fee		60,687		110,894
Brokerage commissions		12,349		24,919
Net realized gain (loss)		801,033		(2,015,002	)
Change in net unrealized appreciation/depreciation		693,375		(1,076,819	)
Net income (loss)	$	1,524,852	$	(3,134,595	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to an increase in the price of Henry Hub Natural Gas during the three months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for ProShares Ultra Bloomberg Natural Gas.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	8,848,596		$	12,928,079
NAV end of period	$	7,852,376		$	13,705,608
Percentage change in NAV		(11.3	)%		6.0	%
Shares outstanding beginning of period		550,000			800,000
Shares outstanding end of period		500,000			800,000
Percentage change in shares outstanding		(9.1	)%		—
Shares created		—			450,000
Shares redeemed		50,000			450,000
Per share NAV beginning of period	$	16.09		$	16.16
Per share NAV end of period	$	15.70		$	17.13
Percentage change in per share NAV		(2.4	)%		6.0	%
Percentage change in benchmark		(0.6	)%		3.5	%
Benchmark annualized volatility		7.1	%		7.3	%

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 550,000 outstanding Shares at June 30, 2018 to 500,000 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the spot price of the euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2017 to September 30, 2017.

166

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 2.4% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 6.0% for the three months ended September 30, 2017, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on July 9, 2018 at $16.26 per Share and reached its low for the period on August 15, 2018 at $15.10 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $17.79 per Share and reached its low for the period on July 5, 2017 at $15.93 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	8,290		$	(1,256	)
Management fee		19,089			31,427
Net realized gain (loss)		(337,286	)		1,259,650
Change in net unrealized appreciation/depreciation		138,276			(519,604	)
Net income (loss)	$	(190,720	)	$	738,790

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a decrease in the value of the euro versus the U.S. dollar during the three months ended September 30, 2018.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	82,112,586		$	88,717,834
NAV end of period	$	73,094,988		$	89,587,943
Percentage change in NAV		(11.0	)%		1.0	%
Shares outstanding beginning of period		2,250,000			2,350,000
Shares outstanding end of period		2,250,000			2,250,000
Percentage change in shares outstanding		—			(4.3	)%
Shares created		—			50,000
Shares redeemed		—			150,000
Per share NAV beginning of period	$	36.49		$	37.75
Per share NAV end of period	$	32.49		$	39.82
Percentage change in per share NAV		(11.0	)%		5.5	%
Percentage change in benchmark		(5.1	)%		3.3	%
Benchmark annualized volatility		8.3	%		10.6	%

167

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. There was no net change in the Fund’s outstanding Shares from June 30, 2018 to September 30, 2018. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. The increase in the Fund’s NAV was offset by a decrease from 2,350,000 outstanding Shares at June 30, 2017 to 2,250,000 outstanding Shares at September 30, 2017.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 11.0% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 5.5% for the three months ended September 30, 2017, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on July 9, 2018 at $37.13 per Share and reached its low for the period on August 17, 2018 at $32.20 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $43.95 per Share and reached its low for the period on July 11, 2017 at $35.83 per Share.

The benchmark’s decline of 5.1% for the three months ended September 30, 2018, as compared to the benchmark’s rise of 3.3% for the three months ended September 30, 2017, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the three months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	187,472		$	7,054
Management fee		184,099			224,583
Brokerage commissions		8			10
Net realized gain (loss)		(15,454,618	)		5,462,857
Change in net unrealized appreciation/depreciation		6,249,548			(546,321	)
Net income (loss)	$	(9,017,598	)	$	4,923,590

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the three months ended September 30, 2018.

168

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	208,483,138		$	245,798,564
NAV end of period	$	182,932,196		$	244,805,182
Percentage change in NAV		(12.3	)%		(0.4	)%
Shares outstanding beginning of period		7,096,526			7,396,526
Shares outstanding end of period		7,946,526			7,196,526
Percentage change in shares outstanding		12.0	%		(2.7	)%
Shares created		850,000			300,000
Shares redeemed		—			500,000
Per share NAV beginning of period	$	29.38		$	33.23
Per share NAV end of period	$	23.02		$	34.02
Percentage change in per share NAV		(21.6	)%		2.4	%
Percentage change in benchmark		(10.8	)%		2.4	%
Benchmark annualized volatility		13.2	%		23.7	%

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 7,096,526 outstanding Shares at June 30, 2018 to 7,946,526 outstanding Shares at September 30, 2018. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 7,396,526 outstanding Shares at June 30, 2017 to 7,196,526 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of silver bullion as measured by the London Silver Price.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 21.6% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 2.4% for the three months ended September 30, 2017 was primarily due to a depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on July 9, 2018 at $29.97 per Share and reached its low for the period on September 11, 2018 at $22.50 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $39.85 per Share and reached its low for the period on July 10, 2017 at $28.26 per Share.

The benchmark’s decline of 10.8% for the three months ended September 30, 2018, as compared to the benchmark’s rise of 2.4% for the three months ended September 30, 2017, can be attributed to a decline in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2018.

169

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	489,197		$	543
Management fee		480,028			612,285
Brokerage commissions		12			10
Net realized gain (loss)		(59,680,308	)		1,063,548
Change in net unrealized appreciation/depreciation		9,658,601			7,164,374
Net income (loss)	$	(49,532,510	)	$	8,228,465

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a decline in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2018.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	359,311,519		$	378,714,636
NAV end of period	$	532,210,781		$	535,095,732
Percentage change in NAV		48.1	%		41.3	%
Shares outstanding beginning of period		5,865,448			1,926,390
Shares outstanding end of period		14,580,912			5,185,448
Percentage change in shares outstanding		148.6	%		169.2	%
Shares created		14,690,000			6,680,000
Shares redeemed		5,974,536			3,420,943
Per share NAV beginning of period	$	61.26		$	196.59
Per share NAV end of period	$	36.50		$	103.19
Percentage change in per share NAV		(40.4	)%		(47.5	)%
Percentage change in benchmark		(27.8	)%		(23.4	)%
Benchmark annualized volatility		43.7	%		65.8	%

During the three months ended September 30, 2018, the increase in the Fund’s NAV resulted from an increase from 5,865,448 outstanding Shares at June 30, 2018 to 14,580,912 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one and one-half times (1.5x) of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 1,926,390 outstanding Shares at June 30, 2017 to 5,185,448 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 1.5x of the daily performance of its benchmark. For the three months ended September 30, 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 40.4% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 47.5% for the three months ended September 30, 2017, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

170

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 18, 2018 at $195.81 per Share and reached its low for the period on September 28, 2018 at $36.50 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on August 11, 2017 at $219.70 per Share and reached its low for the period on September 29, 2017 at $103.20 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	(1,124,013	)	$	(1,324,516	)
Management fee		1,338,863			1,040,567
Brokerage commissions		987,212			1,150,806
Net realized gain (loss)		(155,771,155	)		(126,538,682	)
Change in net unrealized appreciation/depreciation		(74,408,126	)		(95,494,039	)
Net income (loss)	$	(231,303,294	)	$	(223,357,237	)

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a greater decline of the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017 :


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	2,892,468		$	5,866,403
NAV end of period	$	2,713,757		$	5,804,920
Percentage change in NAV		(6.2	)%		(1.0	)%
Shares outstanding beginning of period		49,970			99,970
Shares outstanding end of period		49,970			99,970
Percentage change in shares outstanding		—			—
Per share NAV beginning of period	$	57.88		$	58.68
Per share NAV end of period	$	54.31		$	58.07
Percentage change in per share NAV		(6.2	)%		(1.0	)%
Percentage change in benchmark		(2.5	)%		—	^
Benchmark annualized volatility		5.3	%		8.3	%

^	Amount represents less than (0.05%)

171

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2018 to September 30, 2018. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2017 to September 30, 2017.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 6.2% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 1.0% for the three months ended September 30, 2017, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 20, 2018 at $58.14 per Share and reached its low for the period on September 28, 2018 at $54.31 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $63.45 per Share and reached its low for the period on July 10, 2017 at $57.04 per Share.

The benchmark’s decline of 2.5% for the three months ended September 30, 2018, as compared to the benchmark’s decline of 0.03% for the three months ended September 30, 2017, can be attributed to a greater decline in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	(1,364	)	$	(4,166	)
Management fee		6,797			14,387
Net realized gain (loss)		(91,507	)		(4,545	)
Change in net unrealized appreciation/depreciation		(85,840	)		(52,772	)
Net income (loss)	$	(178,711	)	$	(61,483	)

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a greater decline in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2018.

172

ProShares UltraPro 3x Crude Oil ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	40,809,111		$	20,499,886
NAV end of period	$	35,826,631		$	7,581,464
Percentage change in NAV		(12.2	)%		(63.0	)%
Shares outstanding beginning of period		650,000			1,050,008
Shares outstanding end of period		550,000			300,008
Percentage change in shares outstanding		(15.4	)%		(71.4	)%
Shares created		450,000			250,000
Shares redeemed		550,000			1,000,000
Per share NAV beginning of period	$	62.78		$	19.52
Per share NAV end of period	$	65.14		$	25.27
Percentage change in per share NAV		3.8	%		29.5	%
Percentage change in benchmark		3.3	%		11.2	%
Benchmark annualized volatility		23.7	%		25.6	%

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 650,000 outstanding Shares at June 30, 2018 to 550,000 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times (3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 1,050,008 outstanding Shares at June 30, 2017 to 300,008 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times (3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 3.8% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 29.5% for the three months ended September 30, 2017, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 28, 2018 at $65.14 per Share and reached its low for the period on August 15, 2018 at $44.54 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 25, 2017 at $26.10 per Share and reached its low for the period on July 7, 2017 at $17.04 per Share.

173

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018		Three Months Ended September 30, 2017
Net investment income (loss)	$	3,898	$	(56,323	)
Management fee		92,674		—
Brokerage commissions		13,783		13,100
Offering costs		—		37,405
Reduction to Limitation by Sponsor		—		5,818
Net realized gain (loss)		4,185,376		4,971,742
Change in net unrealized appreciation/depreciation		341,411		694,326
Net income (loss)	$	4,530,685	$	5,609,745

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a lesser rise in the price of WTI Crude Oil during the three months ended September 30, 2018.

ProShares UltraPro 3x Short Crude Oil ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	21,723,197		$	5,292,315
NAV end of period	$	27,492,746		$	15,768,728
Percentage change in NAV		26.6	%		198.0	%
Shares outstanding beginning of period		1,124,906			50,002
Shares outstanding end of period		1,674,906			225,002
Percentage change in shares outstanding		48.9	%		350.0	%
Shares created		1,000,000			175,000
Shares redeemed		450,000			—
Per share NAV beginning of period	$	19.31		$	105.84
Per share NAV end of period	$	16.41		$	70.08
Percentage change in per share NAV		(15.0	)%		(33.8	)%
Percentage change in benchmark		3.3	%		11.2	%
Benchmark annualized volatility		23.7	%		25.6	%

During the three months ended September 30, 2018, the increase in the Fund’s NAV resulted from an increase from 1,124,906 outstanding Shares at June 30, 2018 to 1,674,906 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 500,002 outstanding Shares at June 30, 2017 to 225,002 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended September 30, 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 15.0% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 33.8% for the three months ended September 30, 2017, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

174

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 15, 2018 at $25.05 per Share and reached its low for the period on September 28, 2018 at $16.41 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 7, 2017 at $117.88 per Share and reached its low for the period on September 25, 2017 at $68.00 per Share.

The benchmark’s rise of 3.3% for the three months ended September 30, 2018, as compared to the benchmark’s rise of 11.2% for three months ended September 30, 2017, can be attributed to a lesser increase in the price of WTI Crude Oil during the three months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	(8,035	)	$	(34,013	)
Management fee		54,403			—
Brokerage commissions		9,856			9,395
Offering costs		—			37,405
Limitation by Sponsor		—			(12,787	)
Net realized gain (loss)		(3,065,880	)		(1,540,337	)
Change in net unrealized appreciation/depreciation		159,888			(2,178,096	)
Net income (loss)	$	(2,914,027	)	$	(3,752,446	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a lesser rise in the price of WTI Crude Oil during the three months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraPro 3x Short Crude Oil ETF.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017 :


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	7,577,764		$	11,974,974
NAV end of period	$	7,905,778		$	9,125,205
Percentage change in NAV		4.3	%		(23.8	)%
Shares outstanding beginning of period		150,000			250,000
Shares outstanding end of period		150,000			200,000
Percentage change in shares outstanding		—			(20.0	)%
Shares created		50,000			—
Shares redeemed		50,000			50,000
Per share NAV beginning of period	$	50.52		$	47.90
Per share NAV end of period	$	52.71		$	45.63
Percentage change in per share NAV		4.3	%		(4.7	)%
Percentage change in benchmark		(2.3	)%		2.1	%
Benchmark annualized volatility		9.5	%		7.3	%

175

During the three months ended September 30, 2018, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2018 to September 30, 2018. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,000 outstanding Shares at June 30, 2017 to 200,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the Australian dollar versus the U.S. dollar.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 4.3% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 4.7% for the three months ended September 30, 2017, was primarily due to a appreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 7, 2018 at $54.52 per Share and reached its low for the period on July 10, 2018 at $49.54 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 6, 2017 at $49.09 per Share and reached its low for the period on September 8, 2017 at $43.35 per Share.

The benchmark’s decline of 2.3% for the three months ended September 30, 2018, as compared to the benchmark’s rise of 2.1% for the three months ended September 30, 2017, can be attributed to a decline in the value of the Australian dollar versus the U.S. dollar during the three months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	9,501		$	(3,456	)
Management fee		18,194			24,991
Brokerage commissions		1,777			1,555
Net realized gain (loss)		997,012			(1,453,377	)
Change in net unrealized appreciation/depreciation		(625,066	)		837,786
Net income (loss)	$	381,447		$	(619,047	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a decline in the value of the Australian dollar versus the U.S. dollar, during the three months ended September 30, 2018.

176

ProShares UltraShort Bloomberg Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017 :


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	177,512,584		$	121,175,298
NAV end of period	$	150,043,469		$	238,227,025
Percentage change in NAV		(15.5	)%		96.6	%
Shares outstanding beginning of period		11,889,884			2,789,884
Shares outstanding end of period		11,039,884			7,089,884
Percentage change in shares outstanding		(7.1	)%		154.1	%
Shares created		2,300,000			5,400,000
Shares redeemed		3,150,000			1,100,000
Per share NAV beginning of period	$	14.93		$	43.43
Per share NAV end of period	$	13.59		$	33.60
Percentage change in per share NAV		(9.0	)%		(22.6	)%
Percentage change in benchmark		3.3	%		11.2	%
Benchmark annualized volatility		23.7	%		25.6	%

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 11,889,884 outstanding Shares at June 30, 2018 to 11,039,884 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 2,789,884 outstanding Shares at June 30, 2017 to 7,089,884 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 9.0% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 22.6% for the three months ended September 30, 2017, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 15, 2018 at $17.92 per Share and reached its low for the period on September 28, 2018 at $13.59 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 7, 2017 at $46.80 per Share and reached its low for the period on September 25, 2017 at $32.91 per Share.

177

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	350,275		$	(15,678	)
Management fee		398,102			456,582
Brokerage commissions		8,555			17,992
Net realized gain (loss)		(24,890,253	)		(9,418,914	)
Change in net unrealized appreciation/depreciation		15,574,524			(30,446,676	)
Net income (loss)	$	(8,965,454	)	$	(39,881,268	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a lesser increase in the price of WTI Crude Oil during the three months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the Share splits for the ProShares UltraShort Bloomberg Crude Oil.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	6,746,849		$	7,455,967
NAV end of period	$	9,784,252		$	5,921,434
Percentage change in NAV		45.0	%		(20.6	)%
Shares outstanding beginning of period		174,832			224,832
Shares outstanding end of period		274,832			174,832
Percentage change in shares outstanding		57.2	%		(22.2	)%
Shares created		200,000			150,000
Shares redeemed		100,000			200,000
Per share NAV beginning of period	$	38.59		$	33.16
Per share NAV end of period	$	35.60		$	33.87
Percentage change in per share NAV		(7.7	)%		2.1	%
Percentage change in benchmark		2.9	%		(4.1	)%
Benchmark annualized volatility		21.4	%		29.6	%

During the three months ended September 30, 2018, the increase in the Fund’s NAV resulted from an increase from 174,832 outstanding Shares at June 30, 2018 to 274,832 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg Natural Gas Subindex^SM. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 224,832 outstanding Shares at June 30, 2017 to 174,832 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg Natural Gas Subindex^SM.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 7.7% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 2.1% for the three months ended September 30, 2017, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

178

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on July 18, 2018 at $44.71 per Share and reached its low for the period on September 27, 2018 at $34.52 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on August 4, 2017 at $38.35 per Share and reached its low for the period on September 18, 2017 at $30.27 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	1,662		$	(13,899	)
Management fee		17,108			18,019
Brokerage commissions		5,183			7,316
Net realized gain (loss)		(265,373	)		(151,443	)
Change in net unrealized appreciation/depreciation		(13,456	)		615,756
Net income (loss)	$	(277,167	)	$	450,414

The Fund’s net income decreased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to an increase in the price Henry Hub Natural Gas during the three months ended September 30, 2018.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	177,734,261		$	237,012,906
NAV end of period	$	170,087,449		$	226,620,904
Percentage change in NAV		(4.3	)%		(4.4	)%
Shares outstanding beginning of period		7,800,000			10,250,000
Shares outstanding end of period		7,300,000			10,450,000
Percentage change in shares outstanding		(6.4	)%		2.0	%
Shares created		500,000			1,350,000
Shares redeemed		1,000,000			1,150,000
Per share NAV beginning of period	$	22.79		$	23.12
Per share NAV end of period	$	23.30		$	21.69
Percentage change in per share NAV		2.2	%		(6.2	)%
Percentage change in benchmark		(0.6	)%		3.5	%
Benchmark annualized volatility		7.1	%		7.3	%

179

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 7,800,000 outstanding Shares at June 30, 2018 to 7,300,000 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the euro versus the U.S. dollar. The decrease in the Fund’s NAV was offset by an increase from 10,250,000 outstanding Shares at June 30, 2017 to 10,450,000 outstanding Shares at September 30, 2017.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.2% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 6.2% for the three months ended September 30, 2017, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 15, 2018 at $24.27 per Share and reached its low for the period on July 9, 2018 at $22.54 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 5, 2017 at $23.45 per Share and reached its low for the period on September 8, 2017 at $20.91 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	376,603		$	22,669
Management fee		410,731			537,193
Net realized gain (loss)		6,358,890			(24,506,914	)
Change in net unrealized appreciation/depreciation		(2,983,043	)		10,108,092
Net income (loss)	$	3,752,450		$	(14,376,153	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a decline in the value of the euro versus the U.S. dollar during the three months ended September 30, 2018.

180

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	26,248,001		$	37,919,363
NAV end of period	$	29,286,620		$	35,426,783
Percentage change in NAV		11.6	%		(6.6	)%
Shares outstanding beginning of period		346,978			496,978
Shares outstanding end of period		346,978			496,978
Percentage change in shares outstanding		—			—
Shares created		—			50,000
Shares redeemed		—			50,000
Per share NAV beginning of period	$	75.65		$	76.30
Per share NAV end of period	$	84.40		$	71.28
Percentage change in per share NAV		11.6	%		(6.6	)%
Percentage change in benchmark		(5.1	)%		3.3	%
Benchmark annualized volatility		8.3	%		10.6	%

During the three months ended September 30, 2018, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. There was no net change in the Fund’s outstanding Shares from June 30, 2018 to September 30, 2018. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. There was no net change in the Fund’s outstanding Shares from June 30, 2017 to September 30, 2017.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 11.6% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 6.6% for the three months ended September 30, 2017, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 17, 2018 at $85.49 per Share and reached its low for the period on July 9, 2018 at $74.33 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 11, 2017 at $80.26 per Share and reached its low for the period on September 8, 2017 at $64.79 per Share.

181

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	51,360		$	(974	)
Management fee		67,024			86,766
Brokerage commissions		8			10
Net realized gain (loss)		4,925,313			(2,644,251	)
Change in net unrealized appreciation/depreciation		(1,938,054	)		300,334
Net income (loss)	$	3,038,619		$	(2,344,891	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the three months ended September 30, 2018.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	23,192,780		$	23,175,549
NAV end of period	$	22,517,875		$	22,933,677
Percentage change in NAV		(2.9	)%		(1.0	)%
Shares outstanding beginning of period		666,976			666,976
Shares outstanding end of period		516,976			716,976
Percentage change in shares outstanding		(22.5	)%		7.5	%
Shares created		—			200,000
Shares redeemed		150,000			150,000
Per share NAV beginning of period	$	34.77		$	34.75
Per share NAV end of period	$	43.56		$	31.99
Percentage change in per share NAV		25.3	%		(7.9	)%
Percentage change in benchmark		(10.8	)%		2.4	%
Benchmark annualized volatility		13.2	%		23.7	%

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 666,976 outstanding Shares at June 30, 2018 to 516,976 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of silver bullion as measured by the London Silver Price. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 666,976 outstanding Shares at June 30, 2017 to 716,976 outstanding Shares at September 30, 2017.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 25.3% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 7.9% for the three months ended September 30, 2017, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2018.

182

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 11, 2018 at $44.64 per Share and reached its low for the period on July 9, 2018 at $34.05 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 10, 2017 at $40.39 per Share and reached its low for the period on September 8, 2017 at $27.55 per Share.

The benchmark’s decline of 10.8% for the three months ended September 30, 2018, as compared to the benchmark’s rise of 2.4% for the three months ended September 30, 2017, can be attributed to a decline in the value of the price of spot silver in U.S. dollar terms during the three months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	41,266		$	(2,336	)
Management fee		58,074			46,737
Brokerage commissions		8			10
Net realized gain (loss)		6,413,757			(467,217	)
Change in net unrealized appreciation/depreciation		(931,554	)		(393,727	)
Net income (loss)	$	5,523,469		$	(863,280	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a decline in the price of spot silver in U.S. dollar terms during the three months ended September 30, 2018.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	84,457,545		$	170,316,152
NAV end of period	$	78,157,044		$	148,459,101
Percentage change in NAV		(7.5	)%		(12.8	)%
Shares outstanding beginning of period		1,149,290			2,299,290
Shares outstanding end of period		999,290			1,999,290
Percentage change in shares outstanding		(13.1	)%		(13.0	)%
Shares created		—			150,000
Shares redeemed		150,000			450,000
Per share NAV beginning of period	$	73.49		$	74.07
Per share NAV end of period	$	78.21		$	74.26
Percentage change in per share NAV		6.4	%		0.3	%
Percentage change in benchmark		(2.5	)%		—	^
Benchmark annualized volatility		5.3	%		8.3	%

^	Amount represents less than (0.05%)

183

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 1,149,290 outstanding Shares at June 30, 2018 to 999,290 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 2,299,290 outstanding Shares at June 30, 2017 to 1,999,290 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 6.4% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 0.3% for the three months ended September 30, 2017, was primarily due to a greater appreciation in the value of the assets held by the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 28, 2018 at $78.22 per Share and reached its low for the period on August 20, 2018 at $73.11 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on July 10, 2017 at $76.16 per Share and reached its low for the period on September 8, 2017 at $68.10 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018		Three Months Ended September 30, 2017
Net investment income (loss)	$	178,878	$	12,821
Management fee		190,805		376,339
Net realized gain (loss)		2,520,679		(1,068,934	)
Change in net unrealized appreciation/depreciation		2,274,974		(79,932	)
Net income (loss)	$	4,974,531	$	(1,136,045	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a greater decline in the value of the Japanese yen versus the U.S. dollar during the three months ended September 30, 2018.

184

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	19,864,692		$	30,550,943
NAV end of period	$	18,770,656		$	45,047,423
Percentage change in NAV		(5.5	)%		47.5	%
Shares outstanding beginning of period		862,403			1,112,403
Shares outstanding end of period		912,403			1,787,403
Percentage change in shares outstanding		5.8	%		60.7	%
Shares created		50,000			675,000
Shares redeemed		—			—
Per share NAV beginning of period	$	23.03		$	27.46
Per share NAV end of period	$	20.57		$	25.20
Percentage change in per share NAV		(10.7	)%		(8.2	)%
Percentage change in benchmark		(10.3	)%		(8.0	)%
Benchmark annualized volatility		20.2	%		27.0	%

During the three months ended September 30, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 862,403 outstanding Shares at June 30, 2018 to 912,403 outstanding Shares at September 30, 2018. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 1,112,403 outstanding Shares at June 30, 2017 to 1,787,403 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 10.7% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 8.2% for the three months ended September 30, 2017, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on July 3, 2018 at $23.39 per Share and reached its low for the period on September 14, 2018 at $20.50 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on August 11, 2017 at $28.23 per Share and reached its low for the period on August 1, 2017 at $24.92 per Share.

The benchmark’s decline of 10.3% for the three months ended September 30, 2018, as compared to the benchmark’s decline of 8.0% for the three months ended September 30, 2017, can be attributed to a greater decline in the prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended September 30, 2018.

185

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	20,539		$	(15,787	)
Management fee		39,915			80,574
Brokerage commissions		1,277			6,764
Net realized gain (loss)		(1,922,746	)		(3,965,084	)
Change in net unrealized appreciation/depreciation		(253,265	)		365,957
Net income (loss)	$	(2,155,472	)	$	(3,614,914	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a greater decline in futures prices curve and a lower Net Asset Value during the three months ended September 30, 2018.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
NAV beginning of period	$	114,097,930		$	162,053,094
NAV end of period	$	154,631,386		$	191,364,819
Percentage change in NAV		35.5	%		18.1	%
Shares outstanding beginning of period		3,751,317			3,796,113
Shares outstanding end of period		7,076,317			5,876,317
Percentage change in shares outstanding		88.6	%		54.8	%
Shares created		3,625,000			3,106,250
Shares redeemed		300,000			1,026,046
Per share NAV beginning of period	$	30.42		$	42.69
Per share NAV end of period	$	21.85		$	32.57
Percentage change in per share NAV		(28.2	)%		(23.7	)%
Percentage change in benchmark		(27.8	)%		(23.4	)%
Benchmark annualized volatility		43.7	%		65.8	%

During the three months ended September 30, 2018, the increase in the Fund’s NAV resulted from an increase from 3,751,317 outstanding Shares at June 30, 2018 to 7,076,317 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 3,796,113 outstanding Shares at June 30, 2017 to 5,876,317 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2018, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 28.2% for the three months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 23.7% for the three months ended September 30, 2017, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2018.

186

During the three months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on July 3, 2018 at $31.08 per Share and reached its low for the period on September 28, 2018 at $21.85 per Share. By comparison, during the three months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on August 11, 2017 at $45.92 per Share and reached its low for the period on September 29, 2017 at $32.56 per Share.

The benchmark’s decline of 27.8% for the three months ended September 30, 2018, as compared to the benchmark’s decline of 23.4% for the three months ended September 30, 2017, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2018 and 2017:


	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
Net investment income (loss)	$	50,013		$	(61,284	)
Management fee		284,856			381,123
Brokerage commissions		31,960			59,243
Net realized gain (loss)		(24,690,361	)		(27,446,786	)
Change in net unrealized appreciation/depreciation		(16,539,938	)		(17,216,367	)
Net income (loss)	$	(41,180,286	)	$	(44,724,437	)

The Fund’s net income increased for the three months ended September 30, 2018, as compared to the three months ended September 30, 2017, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve and a lower Net Asset Value during the three months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.

187

Results of Operations for the Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	7,991,880		$	15,770,088
NAV end of period	$	8,418,243		$	8,093,438
Percentage change in NAV		5.3	%		(48.7	)%
Shares outstanding beginning of period		200,000			350,000
Shares outstanding end of period		200,000			200,000
Percentage change in shares outstanding		—			(42.9	)%
Shares redeemed		—			150,000
Per share NAV beginning of period	$	39.96		$	45.06
Per share NAV end of period	$	42.09		$	40.47
Percentage change in per share NAV		5.3	%		(10.2	)%
Percentage change in benchmark		(3.2	)%		12.3	%
Benchmark annualized volatility		7.4	%		7.4	%

During the nine months ended September 30, 2018, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the spot price of the euro versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2017 to September 30, 2018. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 350,000 outstanding Shares at December 31, 2016 to 200,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the inverse of (-1x) the daily performance of the spot price of the euro versus the U.S. dollar.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 5.3% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 10.2% for the nine months ended September 30, 2017, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 15, 2018 at $42.93 per Share and reached its low for the period on February 1, 2018 at $38.43 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $45.65 per Share and reached its low for the period on September 8, 2017 at $39.73 per Share.

The benchmark’s decline of 3.2% for the nine months ended September 30, 2018, as compared to the benchmark’s rise of 12.3% for the nine months ended September 30, 2017, can be attributed to a decrease in the value of the euro versus the U.S. dollar during the period ended September 30, 2018.

188

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
Net investment income (loss)	$	20,103	$	(36,347	)
Management fee		57,645		92,259
Brokerage commission		919		1,433
Net realized gain (loss)		238,110		(1,335,372	)
Change in net unrealized appreciation/depreciation		168,150		(26,290	)
Net income (loss)	$	426,363	$	(1,398,009	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decrease in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2018.

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	770,163,871		$	228,075,387
NAV end of period	$	392,109,157		$	1,039,873,910
Percentage change in NAV		(49.1	)%		355.9	%
Shares outstanding beginning of period		1,512,500			1,250,000
Shares outstanding end of period		6,634,307			2,775,000
Percentage change in shares outstanding		338.6	%		122.0	%
Shares created		17,500,000			11,687,500
Shares redeemed		12,378,193			10,162,500
Per share NAV beginning of period	$	509.20		$	182.46
Per share NAV end of period	$	59.10		$	374.73
Percentage change in per share NAV		(88.4	)%		105.4	%
Percentage change in benchmark		(5.0	)%		(61.5	)%
Benchmark annualized volatility		129.9	%		53.1	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P 500 VIX Short-Term Futures Index prior to the close of business on February 27, 2018, and one-half the inverse (-0.5x) of the daily performance of the S&P 500 VIX Short-Term Futures Index, effective as of the close of business, February 27, 2018, through the end of the reporting period. The decrease in the Fund’s NAV was offset by an increase from 1,512,500 outstanding Shares at December 31, 2017 to 6,634,307 outstanding Shares at September 30, 2018. By comparison, during the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted primarily from an increase from 1,250,000 outstanding Shares at December 31, 2016 to 2,775,000 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark prior to the close of business on February 27, 2018, and to one-half the inverse of the daily performance of its benchmark as of the close of business, February 27, 2018, through the end of the reporting period. The Fund’s per Share NAV decrease of 88.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 105.3% for the nine months ended September 30, 2017, was primarily due to a depreciation in the value of the assets of the fund during the nine months ended September 30, 2018.

189

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on January 11, 2018 at $552.74 per Share and reached its low for the period on February 5, 2018 at $15.85 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 29, 2017 at $374.72 per Share and reached its low for the period on January 3, 2017 at $196.40 per Share.

The benchmark’s decline of 5.0% for the nine months ended September 30, 2018, as compared to the benchmark’s decline of 61.5% for the nine months ended September 30, 2017, can be attributed to a lesser decline of the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	(2,496,914	)	$	(3,913,203	)
Management fee		4,725,775			4,636,720
Brokerage commission		1,988,563			2,761,371
Net realized gain (loss)		(1,789,680,237	)		471,123,858
Change in net unrealized appreciation/depreciation		(5,857,980	)		104,609,483
Net income (loss)	$	(1,798,035,131	)	$	571,820,138

The Fund’s net income decreased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a lesser decline of the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Short VIX Short-Term Futures ETF.

ProShares Ultra Bloomberg Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	524,445,526		$	933,731,860
NAV end of period	$	397,342,621		$	622,142,765
Percentage change in NAV		(24.2	)%		(33.4	)%
Shares outstanding beginning of period		22,161,317			40,013,933
Shares outstanding end of period		11,111,317			34,761,317
Percentage change in shares outstanding		(49.9	)%		(13.1	)%
Shares created		6,350,000			65,600,000
Shares redeemed		17,400,000			70,852,616
Per share NAV beginning of period	$	23.66		$	23.34
Per share NAV end of period	$	35.76		$	17.90
Percentage change in per share NAV		51.1	%		(23.3	)%
Percentage change in benchmark		27.2	%		(9.4	)%
Benchmark annualized volatility		24.0	%		25.4	%

190

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 22,161,317 outstanding Shares at December 31, 2017 to 11,111,317 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 40,013,933 outstanding Shares at December 31, 2016 to 34,761,317 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 51.1% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 23.3% for the nine months ended September 30, 2017, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 28, 2018 at $35.76 per Share and reached its low for the period on February 9, 2018 at $22.60 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 6, 2017 at $23.49 per Share and reached its low for the period on June 21, 2017 at $12.64 per Share.

The benchmark’s rise of 27.2% for the nine months ended September 30, 2018, as compared to the benchmark’s decline of 9.4% for the nine months ended September 30, 2017, can be attributed to an increase in the price of WTI Crude Oil during the nine months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	1,892,694		$	(1,483,954	)
Management fee		3,073,296			5,773,725
Brokerage commission		61,013			147,117
Net realized gain (loss)		202,021,950			(123,526,841	)
Change in net unrealized appreciation/depreciation		(6,827,810	)		(6,245,549	)
Net income (loss)	$	197,086,834		$	(131,256,344	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to an increase in the price of WTI Crude Oil during the nine months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra Bloomberg Crude Oil.

191

ProShares Ultra Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	63,268,950		$	43,203,386
NAV end of period	$	23,608,774		$	51,059,617
Percentage change in NAV		(62.7	)%		18.2	%
Shares outstanding beginning of period		1,938,434			458,434
Shares outstanding end of period		778,150			1,168,434
Percentage change in shares outstanding		(59.9	)%		154.9	%
Shares created		950,000			1,320,000
Shares redeemed		2,110,284			610,000
Per share NAV beginning of period	$	32.64		$	94.24
Per share NAV end of period	$	30.34		$	43.70
Percentage change in per share NAV		(7.0	)%		(53.6	)%
Percentage change in benchmark		(0.1	)%		(27.9	)%
Benchmark annualized volatility		24.2	%		34.6	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,938,434 outstanding Shares at December 31, 2017 to 778,150 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the Bloomberg Natural Gas Subindex^SM. By comparison, during the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 458,434 outstanding Shares at December 31, 2016 to 1,168,434 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the Bloomberg Natural Gas Subindex^SM.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 7.0% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 53.6% for the nine months ended September 30, 2017, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on March 20, 2018 at $134.60 per Share and reached its low for the period on July 18, 2018 at $25.13 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 17, 2017 at $78.80 per Share and reached its low for the period on August 4, 2017 at $40.45 per Share.

The benchmark’s decline of 0.1% for the nine months ended September 30, 2018, as compared to the benchmark’s decline of 27.9% for the nine months ended September 30, 2017, can be attributed to a lesser decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2018.

192

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	59,670		$	(190,949	)
Management fee		235,797			318,839
Brokerage commission		62,006			71,984
Net realized gain (loss)		5,881,776			(21,041,439	)
Change in net unrealized appreciation/depreciation		(6,646,841	)		(3,507,126	)
Net income (loss)	$	(705,395	)	$	(24,739,514	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a lesser decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra Bloomberg Natural Gas.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	9,591,516		$	11,914,585
NAV end of period	$	7,852,376		$	13,705,608
Percentage change in NAV		(18.1	)%		15.0	%
Shares outstanding beginning of period		550,000			850,000
Shares outstanding end of period		500,000			800,000
Percentage change in shares outstanding		(9.1	)%		(5.9	)%
Shares created		150,000			1,200,000
Shares redeemed		200,000			1,250,000
Per share NAV beginning of period	$	17.44		$	14.02
Per share NAV end of period	$	15.70		$	17.13
Percentage change in per share NAV		(10.0	)%		22.2	%
Percentage change in benchmark		(3.2	)%		12.3	%
Benchmark annualized volatility		7.4	%		7.4	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 550,000 outstanding Shares at December 31, 2017 to 500,000 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the spot price of the euro versus the U.S. dollar. The increase in the Fund’s NAV was offset by a decrease from 850,000 outstanding Shares at December 31, 2016 to 800,000 outstanding Shares at September 30, 2017.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 10.0% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 22.2% for the nine months ended September 30, 2017, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

193

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on February 1, 2018 at $18.89 per Share and reached its low for the period on August 15, 2018 at $15.10 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $17.79 per Share and reached its low for the period on January 3, 2017 at $13.68 per Share.

The benchmark’s decline of 3.2% for the nine months ended September 30, 2018, as compared to the benchmark’s rise of 12.3% for the nine months ended September 30, 2017, can be attributed to a decline in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	13,113		$	(26,051	)
Management fee		64,021			95,974
Net realized gain (loss)		(646,798	)		2,666,306
Change in net unrealized appreciation/depreciation		(297,362	)		364,855
Net income (loss)	$	(931,047	)	$	3,005,110

The Fund’s net income decreased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decrease in the value of euro versus the U.S. dollar during the nine months ended September 30, 2018.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	93,708,748		$	92,127,200
NAV end of period	$	73,094,988		$	89,587,943
Percentage change in NAV		(22.0	)%		(2.8	)%
Shares outstanding beginning of period		2,350,000			2,800,000
Shares outstanding end of period		2,250,000			2,250,000
Percentage change in shares outstanding		(4.3	)%		(19.6	)%
Shares created		300,000			400,000
Shares redeemed		400,000			950,000
Per share NAV beginning of period	$	39.88		$	32.90
Per share NAV end of period	$	32.49		$	39.82
Percentage change in per share NAV		(18.5	)%		21.0	%
Percentage change in benchmark		(8.0	)%		12.0	%
Benchmark annualized volatility		8.8	%		11.6	%

194

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,350,000 outstanding Shares at December 31, 2017 to 2,250,000 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 2,800,000 outstanding Shares at December 31, 2016 to 2,250,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.5% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 21.0% for the nine months ended September 30, 2017, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on January 25, 2018 at $43.77 per Share and reached its low for the period on August 17, 2018 at $32.20 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on September 8, 2017 at $43.95 per Share and reached its low for the period on January 3, 2017 at $33.18 per Share.

The benchmark’s decline of 8.0% for the period ended September 30, 2018, as compared to the benchmark’s rise of 12.0% for the nine months ended September 30, 2017, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the period ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	449,402		$	(160,597	)
Management fee		627,034			692,340
Brokerage commission		36			39
Net realized gain (loss)		(12,506,505	)		23,363,236
Change in net unrealized appreciation/depreciation		(4,561,768	)		(3,986,925	)
Net income (loss)	$	(16,618,871	)	$	19,215,714

The Fund’s net income decreased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the nine months ended September 30, 2018.

195

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	258,244,696		$	275,779,940
NAV end of period	$	182,932,196		$	244,805,182
Percentage change in NAV		(29.2	)%		(11.2	)%
Shares outstanding beginning of period		7,696,526			8,246,526
Shares outstanding end of period		7,946,526			7,196,526
Percentage change in shares outstanding		3.2	%		(12.7	)%
Shares created		1,350,000			950,000
Shares redeemed		1,100,000			2,000,000
Per share NAV beginning of period	$	33.55		$	33.44
Per share NAV end of period	$	23.02		$	34.02
Percentage change in per share NAV		(31.4	)%		1.7	%
Percentage change in benchmark		(15.2	)%		3.8	%
Benchmark annualized volatility		13.5	%		19.6	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 7,696,526 outstanding Shares at December 31, 2017 to 7,946,526 outstanding Shares at September 30, 2018. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted from a decrease from 8,246,526 outstanding Shares at Saturday, December 31, 2016 to 7,196,526 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of silver bullion as measured by the London Silver Price.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 31.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 1.7% for the nine months ended September 30, 2017, was primarily due to a depreciation in the value of the assets of the Fund during the nine months September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on January 25, 2018 at $36.06 per Share and reached its low for the period on September 11, 2018 at $22.50 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on April 13, 2017 at $42.76 per Share and reached its low for the period on July 10, 2017 at $28.26 per Share.

The benchmark’s decline of 15.2% for the nine months ended September 30, 2018, as compared to the benchmark’s rise of 3.8% for the nine months ended September 30, 2017, can be attributed to a decline in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2018.

196

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	1,090,016		$	(474,113	)
Management fee		1,581,152			1,971,071
Brokerage commission		43			49
Net realized gain (loss)		(52,506,174	)		20,326,492
Change in net unrealized appreciation/depreciation		(26,200,021	)		(7,233,752	)
Net income (loss)	$	(77,616,179	)	$	12,618,627

The Fund’s net income decreased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decline in the price of spot silver in U.S. dollar terms, during the nine months ended September 30, 2018.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	394,035,141		$	515,758,754
NAV end of period	$	532,210,781		$	535,095,732
Percentage change in NAV		35.1	%		3.7	%
Shares outstanding beginning of period		7,625,448			593,077
Shares outstanding end of period		14,580,912			5,185,448
Percentage change in shares outstanding		91.2	%		774.3	%
Shares created		31,930,000			10,237,000
Shares redeemed		24,974,536			5,644,629
Per share NAV beginning of period	$	51.67		$	869.63
Per share NAV end of period	$	36.50		$	103.19
Percentage change in per share NAV		(29.4	)%		(88.1	)%
Percentage change in benchmark		(5.0	)%		(61.5	)%
Benchmark annualized volatility		129.9	%		53.1	%

During the nine months ended September 30, 2018, the increase in the Fund’s NAV resulted from an increase from 7,625,448 outstanding Shares at December 31, 2017 to 14,580,912 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the S&P 500 VIX Short-Term Futures Index prior to the close of business on February 27, 2018, and one and one-half times (1.5x) of the daily performance of the S&P 500 VIX Short-Term Futures Index, effective as of the close of business, February 27, 2018, through the end of the reporting period. By comparison, during the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 593,077 outstanding Shares at December 31, 2016 to 5,185,448 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark prior to the close of business on February 27, 2018, and to 1.5x of the daily performance of its benchmark as of the close of business, February 27, 2018, through the end of the reporting period. The Fund’s per Share NAV decrease of 29.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 88.1% for the nine months ended September 30, 2017, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

197

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on February 5, 2018 at $205.78 per Share and reached its low for the period on September 28, 2018 at $36.50 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $736.00 per Share and reached its low for the period on September 29, 2017 at $103.20 per Share.

The benchmark’s decline of 5.0% for the nine months ended September 30, 2018, as compared to the benchmark’s decline of 61.5% for the nine months ended September 30, 2017, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	(3,274,155	)	$	(3,866,250	)
Management fee		3,185,978			2,880,339
Brokerage commission		2,530,133			2,819,322
Net realized gain (loss)		105,013,790			(646,063,604	)
Change in net unrealized appreciation/depreciation		133,168			(93,756,755	)
Net income (loss)	$	101,872,803		$	(743,686,609	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a lesser decrease in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	2,864,269		$	5,540,957
NAV end of period	$	2,713,757		$	5,804,920
Percentage change in NAV		(5.3	)%		4.8	%
Shares outstanding beginning of period		49,970			99,970
Shares outstanding end of period		49,970			99,970
Percentage change in shares outstanding		—			—
Per share NAV beginning of period	$	57.32		$	55.43
Per share NAV end of period	$	54.31		$	58.07
Percentage change in per share NAV		(5.3	)%		4.8	%
Percentage change in benchmark		(0.8	)%		3.9	%
Benchmark annualized volatility		6.6	%		8.7	%

198

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2017 to September 30, 2018. By comparison, during the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) of the daily performance of the spot price of the Japanese yen versus the U.S. dollar during the year ended December 31, 2017. There was no net change in the Fund’s outstanding Shares from December 31, 2016 to September 30, 2017.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 5.3% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 4.8% for the nine months ended September 30, 2017, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on March 23, 2018 at $65.62 per Share and reached its low for the period on September 28, 2018 at $54.31 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on April 18, 2017 at $63.59 per Share and reached its low for the period on January 3, 2017 at $54.62 per Share.

The benchmark’s decline of 0.8% for the nine months ended September 30, 2018, as compared to the benchmark’s rise of 3.9% for the nine months ended September 30, 2017, can be attributed to a decline in the value of the Japanese yen versus the U.S. dollar during the nine months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	(6,960	)	$	(20,949	)
Management fee		21,129			42,356
Net realized gain (loss)		(68,661	)		338,006
Change in net unrealized appreciation/depreciation		(74,891	)		(53,094	)
Net income (loss)	$	(150,512	)	$	263,963

The Fund’s net income decreased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar during the nine months ended September 30, 2018.

199

ProShares UltraPro 3x Crude Oil ETF

Since the Fund commenced operations on March 24, 2017, the Fund’s results of operations for the period ended September 30, 2017 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and the period ended September 30, 2017:


	Nine Months Ended September 30, 2018			March 24, 2017 (Commencement of Operations) through September 30, 2017
NAV beginning of period	$	11,335,483		$	200
NAV end of period	$	35,826,631		$	7,581,464
Percentage change in NAV		216.1	%		—	^NM
Shares outstanding beginning of period		300,008			8
Shares outstanding end of period		550,000			300,008
Percentage change in shares outstanding		83.3	%		—	^NM
Shares created		1,050,000			1,400,008
Shares redeemed		800,008			1,100,000
Per share NAV beginning of period	$	37.78		$	25.00
Per share NAV end of period	$	65.14		$	25.27
Percentage change in per share NAV		72.4	%		1.1	%
Percentage change in benchmark		27.2	%		(4.8	)%
Benchmark annualized volatility		24.0	%		26.1	%

NM — Not Meaningful

During the nine months ended September 30, 2018, the increase in the Fund’s NAV resulted primarily from an increase from 300,008 outstanding Shares at December 31, 2017 to 550,000 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times (3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the period ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 8 outstanding Shares at March 24, 2017 to 300,008 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times (3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the nine months ended September 30, 2018 and the period ended September 30, 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 72.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 1.1% for the period ended September 30, 2017, was primarily due to a greater appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 28, 2018 at $65.14 per Share and reached its low for the period on February 9, 2018 at $34.95 per Share. By comparison, during the period ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on April 11, 2017 at $34.26 per Share and reached its low for the period on June 21, 2017 at $15.44 per Share.

The benchmark’s rise of 27.2% for the nine months ended September 30, 2018, as compared to the benchmark’s decline of 4.8% for the period ended September 30, 2017, can be attributed to an increase in the price of WTI Crude Oil during the nine months ended September 30, 2018.

200

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and the period ended September 30, 2017:


	Nine Months Ended September 30, 2018			March 24, 2017 (Commencement of Operations) through September 30, 2017
Net investment income (loss)	$	(92,168	)	$	(99,140	)
Management fee		148,366			—
Brokerage commission		33,256			24,374
Offering costs		52,846			77,250
Limitation by Sponsor		(26,957	)		(2,484	)
Net realized gain (loss)		7,547,152			3,137,907
Change in net unrealized appreciation/depreciation		8,828,897			1,272,779
Net income (loss)	$	16,283,881		$	4,311,546

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the period ended September 30, 2017, primarily due to an increase in the price of WTI Crude Oil during the nine months ended September 30, 2018.

ProShares UltraPro 3x Short Crude Oil ETF*

Since the Fund commenced operations on March 24, 2017, the Fund’s results of operations for the period ended September 30, 2017 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and the period ended September 30, 2017:


	Nine Months Ended September 30, 2018			March 24, 2017 (Commencement of Operations) through September 30, 2017
NAV beginning of period	$	21,161,176		$	200
NAV end of period	$	27,492,746		$	15,768,728
Percentage change in NAV		29.9	%		—	^NM
Shares outstanding beginning of period		500,002			2
Shares outstanding end of period		1,674,906			225,002
Percentage change in shares outstanding		235.0	%		—	^NM
Shares created		2,287,500			262,502
Shares redeemed		1,112,596			37,500
Per share NAV beginning of period	$	42.32		$	100.00
Per share NAV end of period	$	16.41		$	70.08
Percentage change in per share NAV		(61.2	)%		(29.9	)%
Percentage change in benchmark		27.2	%		(4.8	)%
Benchmark annualized volatility		24.0	%		26.1	%

NM — Not Meaningful

201

During the nine months ended September 30, 2018, the increase in the Fund’s NAV resulted from an increase from 500,002 outstanding Shares at December 31, 2017 to 1,674,906 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the period ended September 30, 2017, the increase in the Fund’s NAV resulted primarily from an increase from 2 outstanding Shares at March 24, 2017 to 225,002 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the nine months ended September 30, 2018 and the period ended September 30, 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 61.2% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 29.9% for the period ended September 30, 2017, was primarily due to a greater depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on March 20, 2018 at $133.00 per Share and reached its low for the period on September 28, 2018 at $16.41 per Share. By comparison, during the period ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on June 21, 2017 at $33.88 per Share and reached its low for the period on September 25, 2017 at $17.00 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and the period ended September 30, 2017:


	Nine Months Ended September 30, 2018			March 24, 2017 (Commencement of Operations) through September 30, 2017
Net investment income (loss)	$	(140,704	)	$	(59,643	)
Management fee		110,213			—
Brokerage commission		40,361			17,296
Offering costs		52,797			77,250
Limitation by Sponsor		(176	)		(34,903	)
Net realized gain (loss)		(14,534,995	)		232,006
Change in net unrealized appreciation/depreciation		(2,294,411	)		(2,423,370	)
Net income (loss)	$	(16,970,110	)	$	(2,251,007	)

The Fund’s net income decreased for the nine months ended September 30, 2018, as compared to the period ended September 30, 2017, primarily due to a rise in the price of WTI Crude Oil during the nine months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraPro 3x Short Crude Oil ETF.

202

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	13,702,102		$	16,613,473
NAV end of period	$	7,905,778		$	9,125,205
Percentage change in NAV		(42.3	)%		(45.1	)%
Shares outstanding beginning of period		300,000			300,000
Shares outstanding end of period		150,000			200,000
Percentage change in shares outstanding		(50.0	)%		(33.3	)%
Shares created		50,000			—
Shares redeemed		200,000			100,000
Per share NAV beginning of period	$	45.67		$	55.38
Per share NAV end of period	$	52.71		$	45.63
Percentage change in per share NAV		15.4	%		(17.6	)%
Percentage change in benchmark		(7.4	)%		8.7	%
Benchmark annualized volatility		8.7	%		7.7	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 300,000 outstanding Shares at December 31, 2017 to 150,000 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 300,000 outstanding Shares at December 31, 2016 to 200,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the Australian dollar versus the U.S. dollar.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 15.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 17.6% for the nine months ended September 30, 2017, was primarily due to a appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 7, 2018 at $54.52 per Share and reached its low for the period on January 26, 2018 at $42.30 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $55.24 per Share and reached its low for the period on September 8, 2017 at $43.35 per Share.

The benchmark’s decline of 7.4% for the nine months ended September 30, 2018, as compared to the benchmark’s rise of 8.7% for the nine months ended September 30, 2017, can be attributed to a decline in the value of the Australian dollar versus the U.S. dollar during the nine months ended September 30, 2018.

203

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
Net investment income (loss)	$	14,386	$	(42,311	)
Management fee		54,862		94,837
Brokerage commission		4,487		6,088
Net realized gain (loss)		292,144		(1,920,783	)
Change in net unrealized appreciation/depreciation		661,212		(802,007	)
Net income (loss)	$	967,742	$	(2,765,101	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decline in the value of the Australian dollar versus the U.S. dollar during the nine months ended September 30, 2018.

ProShares UltraShort Bloomberg Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	225,843,284		$	200,958,303
NAV end of period	$	150,043,469		$	238,227,025
Percentage change in NAV		(33.6	)%		18.5	%
Shares outstanding beginning of period		9,289,884			6,339,884
Shares outstanding end of period		11,039,884			7,089,884
Percentage change in shares outstanding		18.8	%		11.8	%
Shares created		11,000,000			10,700,000
Shares redeemed		9,250,000			9,950,000
Per share NAV beginning of period	$	24.31		$	31.70
Per share NAV end of period	$	13.59		$	33.60
Percentage change in per share NAV		(44.1	)%		6.0	%
Percentage change in benchmark		27.2	%		(9.4	)%
Benchmark annualized volatility		24.0	%		25.4	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. The decrease in the Fund’s NAV was offset by an increase from 9,289,884 outstanding Shares at December 31, 2017 to 11,039,884 outstanding Shares at September 30, 2018. By comparison, during the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted primarily from an increase from 6,339,884 outstanding Shares at December 31, 2016 to 7,089,884 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 44.1% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 6.0% for the nine months ended September 30, 2017, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2018.

204

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on February 9, 2018 at $24.98 per Share and reached its low for the period on September 28, 2018 at $13.59 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on June 21, 2017 at $51.13 per Share and reached its low for the period on January 6, 2017 at $31.36 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	883,255		$	(426,772	)
Management fee		1,355,636			1,374,438
Brokerage commission		37,057			50,772
Net realized gain (loss)		(100,649,566	)		49,805,940
Change in net unrealized appreciation/depreciation		9,243,214			(5,398,492	)
Net income (loss)	$	(90,523,097	)	$	43,980,676

The Fund’s net income decreased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to an increase in the price of WTI Crude Oil during the nine months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the Share splits for the ProShares UltraShort Bloomberg Crude Oil.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	6,902,743		$	4,038,794
NAV end of period	$	9,784,252		$	5,921,434
Percentage change in NAV		41.7	%		46.6	%
Shares outstanding beginning of period		174,832			174,832
Shares outstanding end of period		274,832			174,832
Percentage change in shares outstanding		57.2	%		—
Shares created		550,000			300,000
Shares redeemed		450,000			300,000
Per share NAV beginning of period	$	39.48		$	23.10
Per share NAV end of period	$	35.60		$	33.87
Percentage change in per share NAV		(9.8	)%		46.6	%
Percentage change in benchmark		(0.1	)%		(27.9	)%
Benchmark annualized volatility		24.2	%		34.64	%

205

During the nine months ended September 30, 2018, the increase in the Fund’s NAV resulted from an increase from 174,832 outstanding Shares at December 31, 2017 to 274,832 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV also resulted in part from the timing of shareholder activity, in conjunction with the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg Natural Gas Subindex^SM. By comparison, during the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg Natural Gas Subindex^SM. There was no net change in the Fund’s outstanding Shares from December 31, 2016 to September 30, 2017.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 9.8% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV increase of 46.6% for the nine months ended September 30, 2017, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on February 12, 2018 at $47.52 per Share and reached its low for the period on January 30, 2018 at $31.76 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on February 22, 2017 at $39.72 per Share and reached its low for the period on January 26, 2017 at $25.38 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	(10,489	)	$	(44,874	)
Management fee		46,555			51,110
Brokerage commission		18,954			19,673
Net realized gain (loss)		(277,886	)		1,755,918
Change in net unrealized appreciation/depreciation		1,090,054			830,801
Net income (loss)	$	801,679		$	2,541,845

The Fund’s net income decreased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a lesser decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2018.

206

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	202,548,197		$	349,392,650
NAV end of period	$	170,087,449		$	226,620,904
Percentage change in NAV		(16.0	)%		(35.1	)%
Shares outstanding beginning of period		9,550,000			12,900,000
Shares outstanding end of period		7,300,000			10,450,000
Percentage change in shares outstanding		(23.6	)%		(19.0	)%
Shares created		1,500,000			1,800,000
Shares redeemed		3,750,000			4,250,000
Per share NAV beginning of period	$	21.21		$	27.08
Per share NAV end of period	$	23.30		$	21.69
Percentage change in per share NAV		9.9	%		(19.9	)%
Percentage change in benchmark		(3.2	)%		12.3	%
Benchmark annualized volatility		7.4	%		7.4	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 9,550,000 outstanding Shares at December 31, 2017 to 7,300,000 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 12,900,000 outstanding Shares at December 31, 2016 to 10,450,000 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the euro versus the U.S. dollar.

For the nine months ended September 30, 2018, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 9.9% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 19.9% for the nine months ended September 30, 2017, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 15, 2018 at $24.27 per Share and reached its low for the period on February 1, 2018 at $19.53 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $27.74 per Share and reached its low for the period on September 8, 2017 at $20.91 per Share.

The benchmark’s decline of 3.2% for the nine months ended September 30, 2018, as compared to the benchmark’s rise of 12.3% for the nine months ended September 30, 2017, can be attributed to a decline in the value of the euro versus the U.S. dollar during the nine months ended September 30, 2018.

207

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
Net investment income (loss)	$	867,179	$	(461,825	)
Management fee		1,321,368		1,914,770
Net realized gain (loss)		10,370,113		(45,338,431	)
Change in net unrealized appreciation/depreciation		6,789,071		(12,255,062	)
Net income (loss)	$	18,026,363	$	(58,055,318	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decline in the value of the euro versus U.S. dollar during the nine months ended September 30, 2018.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	31,497,410		$	63,653,647
NAV end of period	$	29,286,620		$	35,426,783
Percentage change in NAV		(7.0	)%		(44.3	)%
Shares outstanding beginning of period		446,978			696,978
Shares outstanding end of period		346,978			496,978
Percentage change in shares outstanding		(22.4	)%		(28.7	)%
Shares created		250,000			300,000
Shares redeemed		350,000			500,000
Per share NAV beginning of period	$	70.47		$	91.33
Per share NAV end of period	$	84.40		$	71.28
Percentage change in per share NAV		19.8	%		(22.0	)%
Percentage change in benchmark		(8.0	)%		12.0	%
Benchmark annualized volatility		8.8	%		11.7	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 446,978 outstanding Shares at December 31, 2017 to 346,978 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 696,978 outstanding Shares at December 31, 2016 to 496,978 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse daily performance of its benchmark. The Fund’s per Share NAV increase of 19.8% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 22.0% for the nine months ended September 30, 2017, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

208

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on August 17, 2018 at $85.49 per Share and reached its low for the period on January 25, 2018 at $64.00 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $90.53 per Share and reached its low for the period on September 8, 2017 at $64.79 per Share.

The benchmark’s decline of 8.0% for the nine months ended September 30, 2018, as compared to the benchmark’s rise of 12.0% for the nine months ended September 30, 2017, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the nine months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
Net investment income (loss)	$	121,566	$	(66,015	)
Management fee		201,913		268,125
Brokerage commission		36		39
Net realized gain (loss)		3,228,510		(10,940,120	)
Change in net unrealized appreciation/depreciation		1,851,383		(99,988	)
Net income (loss)	$	5,201,459	$	(11,106,123	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the nine months ended September 30, 2018.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	14,806,259		$	23,017,656
NAV end of period	$	22,517,875		$	22,933,677
Percentage change in NAV		52.1	%		(0.4	)%
Shares outstanding beginning of period		466,976			616,976
Shares outstanding end of period		516,976			716,976
Percentage change in shares outstanding		10.7	%		16.2	%
Shares created		650,000			700,000
Shares redeemed		600,000			600,000
Per share NAV beginning of period	$	31.71		$	37.31
Per share NAV end of period	$	43.56		$	31.99
Percentage change in per share NAV		37.4	%		(14.3	)%
Percentage change in benchmark		(15.2	)%		3.8	%
Benchmark annualized volatility		13.5	%		19.6	%

209

During the nine months ended September 30, 2018, the increase in the Fund’s NAV resulted primarily from an increase from 466,976 outstanding Shares at December 31, 2017 to 516,976 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of silver bullion as measured by the London Silver Price. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of silver bullion as measured by the London Silver Price. The decrease in the Fund’s NAV was offset by an increase from 616,976 outstanding Shares at December 31, 2016 to 716,976 outstanding Shares at September 30, 2017.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 37.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 14.3% for the nine months ended September 30, 2017, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 11, 2018 at $44.64 per Share and reached its low for the period on January 25, 2018 at $29.38 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on June 10, 2017 at $40.39 per Share and reached its low for the period on September 8, 2017 at $27.55 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
Net investment income (loss)	$	87,528	$	(40,264	)
Management fee		155,203		143,542
Brokerage commission		34		39
Net realized gain (loss)		5,149,369		(2,693,510	)
Change in net unrealized appreciation/depreciation		2,251,286		745,784
Net income (loss)	$	7,488,183	$	(1,987,990	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decline in the price of spot silver in U.S. dollar terms during the nine months ended September 30, 2018.

210

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	131,077,453		$	276,781,747
NAV end of period	$	78,157,044		$	148,459,101
Percentage change in NAV		(40.4	)%		(46.4	)%
Shares outstanding beginning of period		1,749,290			3,449,290
Shares outstanding end of period		999,290			1,999,290
Percentage change in shares outstanding		(42.9	)%		(42.0	)%
Shares created		100,000			900,000
Shares redeemed		850,000			2,350,000
Per share NAV beginning of period	$	74.93		$	80.24
Per share NAV end of period	$	78.21		$	74.26
Percentage change in per share NAV		4.4	%		(7.5	)%
Percentage change in benchmark		(0.8	)%		3.9	%
Benchmark annualized volatility		6.6	%		8.7	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted from a decrease from 1,749,290 outstanding Shares at December 31, 2017 to 999,290 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,449,290 outstanding Shares at December 31, 2016 to 1,999,290 outstanding Shares at September 30, 2017. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 4.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 7.5% for the nine months ended September 30, 2017, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on September 28, 2018 at $78.22 per Share and reached its low for the period on March 23, 2018 at $65.08 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $81.40 per Share and reached its low for the period on September 8, 2017 at $68.10 per Share.

211

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	411,941		$	(396,084	)
Management fee		629,165			1,468,775
Net realized gain (loss)		(398,297	)		(17,532,916	)
Change in net unrealized appreciation/depreciation		1,456,265			(7,490,982	)
Net income (loss)	$	1,469,909		$	(25,419,982	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar terms during the nine months ended September 30, 2018.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	26,347,948		$	45,818,914
NAV end of period	$	18,770,656		$	45,047,423
Percentage change in NAV		(28.8	)%		(1.7	)%
Shares outstanding beginning of period		1,237,403			1,087,403
Shares outstanding end of period		912,403			1,787,403
Percentage change in shares outstanding		(26.3	)%		64.4	%
Shares created		700,000			850,000
Shares redeemed		1,025,000			150,000
Per share NAV beginning of period	$	21.29		$	42.14
Per share NAV end of period	$	20.57		$	25.20
Percentage change in per share NAV		(3.4	)%		(40.2	)%
Percentage change in benchmark		(2.1	)%		(39.7	)%
Benchmark annualized volatility		41.4	%		21.3	%

During the nine months ended September 30, 2018, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,237,403 outstanding Shares at December 31, 2017 to 912,403 outstanding Shares at September 30, 2018. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the nine months ended September 30, 2017, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 1,087,403 outstanding Shares at December 31, 2016 to 1,787,403 outstanding Shares at September 30, 2017.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 40.2% for the nine months ended September 30, 2017, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2018.

212

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on February 5, 2018 at $27.85 per Share and reached its low for the period on January 12, 2018 at $19.98 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $40.96 per Share and reached its low for the period on August 1, 2017 at $24.92 per Share.

The benchmark’s decline of 2.1% for the nine months ended September 30, 2018, as compared to the benchmark’s decline of 39.7% for the nine months ended September 30, 2017, can be attributed to a lesser decline in the prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the nine months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
Net investment income (loss)	$	18,823	$	(83,495	)
Management fee		137,319		235,818
Brokerage commission		15,635		11,815
Net realized gain (loss)		2,044,708		(19,180,662	)
Change in net unrealized appreciation/depreciation		1,583,588		(651,228	)
Net income (loss)	$	3,647,119	$	(19,915,385	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a lesser decline in the prices of the futures contracts that made up the S&P 500 VIX Mid-Term during the nine months ended September 30, 2018.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
NAV beginning of period	$	137,741,560		$	174,160,146
NAV end of period	$	154,631,386		$	191,364,819
Percentage change in NAV		12.3	%		9.9	%
Shares outstanding beginning of period		5,901,317			2,052,363
Shares outstanding end of period		7,076,317			5,876,317
Percentage change in shares outstanding		19.9	%		186.3	%
Shares created		7,300,000			6,125,000
Shares redeemed		6,125,000			2,301,046
Per share NAV beginning of period	$	23.34		$	84.86
Per share NAV end of period	$	21.85		$	32.57
Percentage change in per share NAV		(6.4	)%		(61.6	)%
Percentage change in benchmark		(5.0	)%		(61.5	)%
Benchmark annualized volatility		129.9	%		53.1	%

213

During the nine months ended September 30, 2018, the increase in the Fund’s NAV resulted from an increase from 5,901,317 outstanding Shares at December 31, 2017 to 7,076,317 outstanding Shares at September 30, 2018. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the nine months ended September 30, 2017, the increase in the Fund’s NAV resulted from an increase from 2,052,363 outstanding Shares at December 31, 2016 to 5,876,317 outstanding Shares at September 30, 2017. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2018 and 2017, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 6.4% for the nine months ended September 30, 2018, as compared to the Fund’s per Share NAV decrease of 61.6% for the nine months ended September 30, 2017, was primarily due to a lesser decline in the value of the assets held by the Fund during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, the Fund’s per Share NAV reached its high for the period on February 5, 2018 at $54.20 per Share and reached its low for the period on January 11, 2018 at $21.43 per Share. By comparison, during the nine months ended September 30, 2017, the Fund’s per Share NAV reached its high for the period on January 3, 2017 at $78.33 per Share and reached its low for the period on September 29, 2017 at $32.56 per Share.

The benchmark’s decline of 5.0% for the nine months ended September 30, 2018, as compared to the benchmark’s decline of 61.5% for the nine months ended September 30, 2017, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2018.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2018 and 2017:


	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net investment income (loss)	$	(14,404	)	$	(356,273	)
Management fee		759,563			1,004,091
Brokerage commission		133,431			138,487
Net realized gain (loss)		29,055,098			(126,203,648	)
Change in net unrealized appreciation/depreciation		(2,341,435	)		(17,854,285	)
Net income (loss)	$	26,699,259		$	(144,414,206	)

The Fund’s net income increased for the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017, primarily due to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2018.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.

214

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Exchange Rate Sensitivity, Equity Market Volatility Sensitivity, and Commodity Price Sensitivity

Each of the Funds is exposed to certain risks pertaining to the use of Financial Instruments. Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. Each of the Commodity Funds and Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments.

The tables below provide information about each of the Currency Funds’ Financial Instruments, VIX Funds’ Financial Instruments, and Commodity Funds’ and the Commodity Index Funds’ Financial Instruments. As of September 30, 2018 and 2017, each of the Fund’s positions were as follows:

ProShares Short Euro:

As of September 30, 2018 and 2017, the ProShares Short Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Euro Fx Currency Futures (CME)

Short

December 2018

1.17

125,000

(8,469,450

)

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Euro Fx Currency Futures (CME)

Short

December 2017

1.19

125,000

(8,156,844

)

The September 30, 2018 and 2017 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the euro for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares Short VIX Short-Term Futures ETF:

As of September 30, 2018 and 2017, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of September 30, 2018 and 2017, which were sensitive to equity market volatility risk.

215


Futures Positions as of September 30, 2018
Contract	Long or Short		Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Short	October 2018		8,195	$	13.98		1,000	$	(114,525,125	)
VIX Futures (CBOE)		Short	November 2018		5,478		14.98		1,000		(82,033,050	)

Futures Positions as of September 30, 2017
Contract	Long or Short		Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Short	October 2017		51,224	$	11.68		1,000	$	(598,040,200	)
VIX Futures (CBOE)		Short	November 2017		34,126		13.03		1,000		(444,491,150	)

The September 30, 2018 and 2017 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. Prior to the close of business on February 27, 2018, the Fund generally attempted to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the Index for every $1.00 of net assets. As of close of business on February 27, 2018, the Fund will generally attempt to adjust its position in Financial Statements each day to have $0.50 of short exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative one-half. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares Ultra Bloomberg Crude Oil:

As of September 30, 2018 and 2017, the ProShares Ultra Bloomberg Crude Oil Fund was exposed to commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Bloomberg WTI Crude Oil Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

WTI Crude Oil (NYMEX)

Long

November 2018

2,959

73.25

1,000

216,746,750

Swap Agreements as of September 30, 2018

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at Value

Bloomberg WTI Crude Oil Subindex

Citibank N.A.

Long

110.5124

158,650,102

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International

Long

110.5124

139,341,211

Bloomberg WTI Crude Oil Subindex

RBC, N.A.

Long

110.5124

90,338,589

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A.

Long

110.5124

61,779,516

Bloomberg WTI Crude Oil Subindex

UBS AG

Long

110.5124

127,870,585

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

WTI Crude Oil (NYMEX)

Long

November 2017

5,855

51.67

1,000

302,527,850

216

Swap Agreements as of September 30, 2017

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at Value

Bloomberg WTI Crude Oil Subindex

Citibank N.A.

Long

76.1424

332,458,695

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International

Long

76.1424

242,703,814

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A.

Long

76.1424

115,090,880

Bloomberg WTI Crude Oil Subindex

UBS AG

Long

76.1424

251,436,908

The September 30, 2018 and 2017 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2018 and 2017 swap notional values are calculated by multiplying the number of units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Bloomberg Natural Gas:

As of September 30, 2018 and 2017, the ProShares Ultra Bloomberg Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Natural Gas (NYMEX)

Long

November 2018

1,570

3.01

10,000

47,225,600

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Natural Gas (NYMEX)

Long

November 2017

3,396

3.01

10,000

102,117,720

The September 30, 2018 and 2017 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day.

217

ProShares Ultra Euro:

As September 30, 2018 and 2017, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of EUR/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of September 30, 2018
Reference Currency	Counterparty	Long or Short	Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		10/05/18		7,218,625			1.1612	$	8,382,414
Euro	UBS AG	Long		10/05/18		6,640,300			1.1612		7,710,852
Euro	Goldman Sachs International	Short		10/05/18		(51,700	)		1.1612		(60,036	)
Euro	UBS AG	Short		10/05/18		(281,800	)		1.1612		(327,231	)

Foreign Currency Forward Contracts as of September 30, 2017
Reference Currency	Counterparty	Long or Short	Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		10/06/17		11,961,025			1.1821	$	14,138,996
Euro	UBS AG	Long		10/06/17		17,574,000			1.1821		20,774,032
Euro	Goldman Sachs International	Short		10/06/17		(1,663,500	)		1.1821		(1,966,405	)
Euro	UBS AG	Short		10/06/17		(4,680,700	)		1.1821		(5,533,004	)

The September 30, 2018 and 2017 USD market value equals the number of euros multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the euro for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Gold:

As of September 30, 2018 and 2017, the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Gold Futures (COMEX)

Long

December 2018

1,196.20

100

239,240

Forward Agreements as of September 30, 2018

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional
Amount at Value

0.995 Fine Troy Ounce Gold

Citibank N.A.

Long

1,190.35

57,851,010

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,190.32

44,541,774

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,190.31

4,285,116

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,190.31

39,280,230

218

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Gold Futures (COMEX)

Long

December 2017

1,284.80

100

256,960

Forward Agreements as of September 30, 2017

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional
Amount at Value

0.995 Fine Troy Ounce Gold

Citibank N.A.

Long

1,283.43

56,984,292

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,283.41

48,923,589

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,283.41

23,101,380

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,283.41

49,924,649

The September 30, 2018 and 2017 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2018 and 2017 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Silver:

As of September 30, 2018 and 2017, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Silver Futures (COMEX)

Long

December 2018

14.71

5,000

147,120

Forward Agreements as of September 30, 2018

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional
Amount at Value

0.999 Fine Troy Ounce Silver

Citibank N.A.

Long

14.3439

143,367,281

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

14.3431

95,852,069

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

14.3436

25,588,982

0.999 Fine Troy Ounce Silver

UBS AG

Long

14.3435

100,949,553

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Silver Futures (COMEX)

Long

December 2017

16.68

5,000

166,760

219

Forward Agreements as of September 30, 2017

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional
Amount at Value

0.999 Fine Troy Ounce Silver

Citibank N.A.

Long

16.8646

161,967,618

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

16.8644

131,471,490

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

16.8645

63,815,268

0.999 Fine Troy Ounce Silver

UBS AG

Long

16.8644

132,149,438

The September 30, 2018 and 2017 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2018 and 2017 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra VIX Short-Term Futures ETF:

As of September 30, 2018 and 2017, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts and its holding of swap agreement linked to VIX futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to equity market volatility risk.


Futures Positions as of September 30, 2018
Contract	Long or Short		Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)		Long	October 2018		30,424	$	13.98		1,000	$	425,175,400
VIX Futures (CBOE)		Long	November 2018		20,270		14.98		1,000		303,543,250

Swap Agreements as of September 30, 2018

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at Value

VIX Futures (CBOE)

Goldman Sachs International

Long

26.5483

69,104,339


Futures Positions as of September 30, 2017
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2017		52,495	$	11.68		1,000	$	612,879,125
VIX Futures (CBOE)	Long	November 2017		35,008		13.03		1,000		455,979,200

220

day to have $2.00 of exposure to the Index for every $1.00 of net assets. As of the close of business on February 27, 2018, the Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.50 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by one and one-half. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Yen:

As of September 30, 2018 and 2017, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of September 30, 2018
Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/05/18		314,885,800			0.008804	$	2,772,237
Yen	UBS AG	Long	10/05/18		322,117,300			0.008804		2,835,904
Yen	Goldman Sachs International	Short	10/05/18		(4,751,100	)		0.008804		(41,829	)
Yen	UBS AG	Short	10/05/18		(14,328,300	)		0.008804		(126,145	)

Foreign Currency Forward Contracts as of September 30, 2017
Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/06/17		735,730,100			0.008888	$	6,539,365
Yen	UBS AG	Long	10/06/17		652,357,100			0.008888		5,798,323
Yen	Goldman Sachs International	Short	10/06/17		(23,286,700	)		0.008888		(206,978	)
Yen	UBS AG	Short	10/06/17		(57,172,300	)		0.008888		(508,163	)

The September 30, 2018 and 2017 USD market values equal the number of yen multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the yen for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraPro 3x Crude Oil ETF:

As of September 30, 2018 and 2017, the ProShares UltraPro 3x Crude Oil ETF was exposed to commodity price risk through its holding of Crude Oil futures contracts linked to the Bloomberg WTI Crude Oil Subindex^SM. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

WTI Crude Oil (NYMEX)

Long

November 2018

1,467

73.25

1,000

107,457,750

221

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

WTI Crude Oil (NYMEX)

Long

November 2017

440

51.67

1,000

22,734,800

The September 30, 2018 and 2017 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $3.00 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by three. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than one day.

ProShares UltraPro 3x Short Crude Oil ETF:

As of September 30, 2018 and 2017, the ProShares UltraPro 3x Short Crude Oil ETF was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts linked to the Bloomberg WTI Crude Oil Subindex^SM. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017 which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

WTI Crude Oil (NYMEX)

Short

November 2018

1,126

73.25

1,000

(82,479,500

)

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

WTI Crude Oil (NYMEX)

Short

November 2017

916

51.67

1,000

(47,329,720

)

The September 30, 2018 and 2017 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional amount will increase (decrease) proportionally with decreases (increases) in the price of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $3.00 of short exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative three. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than one day.

ProShares UltraShort Australian Dollar:

As of September 30, 2018 and 2017, the ProShares UltraShort Australian Dollar Fund was exposed to inverse exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Australian Dollar Fx Currency Futures (CME)

Short

December 2018

219

72.27

1,000

(15,827,130

)

222

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Australian Dollar Fx Currency Futures (CME)

Short

December 2017

232

78.36

1,000

(18,179,520

)

The September 30, 2018 and 2017 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Australian dollar for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian dollar and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Bloomberg Crude Oil:

As of September 30, 2018 and 2017, the ProShares UltraShort Bloomberg Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Bloomberg WTI Crude Oil Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

WTI Crude Oil (NYMEX)

Short

November 2018

559

73.25

1,000

(40,946,750

)


Swap Agreements as of September 30, 2018
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg WTI Crude Oil Subindex	Citibank N.A.	Short	$	110.5124	$	(79,186,535	)
Bloomberg WTI Crude Oil Subindex	Goldman Sachs International	Short		110.5124		(59,054,009	)
Bloomberg WTI Crude Oil Subindex	RBC, N.A.	Short		110.5124		(46,878,869	)
Bloomberg WTI Crude Oil Subindex	Societe Generale S.A.	Short		110.5124		(22,503,021	)
Bloomberg WTI Crude Oil Subindex	UBS AG	Short		110.5124		(51,524,744	)

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

WTI Crude Oil (NYMEX)

Short

November 2017

1,894

51.67

1,000

(97,862,980

)


Swap Agreements as of September 30, 2017
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg WTI Crude Oil Subindex	Citibank N.A.	Short	$	76.1424	$	(149,040,494	)
Bloomberg WTI Crude Oil Subindex	Goldman Sachs International	Short		76.1424		(109,832,549	)
Bloomberg WTI Crude Oil Subindex	Societe Generale S.A.	Short		76.1424		(12,927,229	)
Bloomberg WTI Crude Oil Subindex	UBS AG	Short		76.1424		(106,765,884	)

223

The September 30, 2018 and 2017 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2018 and 2017 short swap notional values are calculated by multiplying the number of units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Bloomberg Natural Gas:

As of September 30, 2018 and 2017, the ProShares UltraShort Bloomberg Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Natural Gas (NYMEX)

Short

November 2018

651

3.01

10,000

(19,582,080

)

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Natural Gas (NYMEX)

Short

November 2017

394

3.01

10,000

(11,847,580

)

The September 30, 2018 and 2017 short futures notional values are calculated by multiplying the number of Contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K/ A for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Euro:

As of September 30, 2018 and 2017, the ProShares UltraShort Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of September 30, 2018
Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	10/05/18		13,592,000			1.1612	$	15,783,307
Euro	UBS AG	Long	10/05/18		17,145,000			1.1612		19,909,123
Euro	Goldman Sachs International	Short	10/05/18		(161,515,225	)		1.1612		(187,554,766	)
Euro	UBS AG	Short	10/05/18		(162,214,000	)		1.1612		(188,366,198	)

224


Foreign Currency Forward Contracts as of September 30, 2017
Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	10/06/17		3,175,800			1.1821	$	3,754,078
Euro	UBS AG	Long	10/06/17		35,067,900			1.1821		41,453,378
Euro	Goldman Sachs International	Short	10/06/17		(194,781,925	)		1.1821		(230,249,569	)
Euro	UBS AG	Short	10/06/17		(226,747,400	)		1.1821		(268,035,604	)

The September 30, 2018 and 2017 USD market values equal the number of euros multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the euro for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Gold:

As of September 30, 2018 and 2017, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Gold Futures (COMEX)

Short

December 2018

1,196.20

100

(239,240

)


Forward Agreements as of September 30, 2018
Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Citibank N.A.	Short	$	1,190.35	$	(19,759,810	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short		1,190.32		(14,281,459	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,190.31		(4,285,116	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,190.31		(20,056,724	)

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Gold Futures (COMEX)

Short

December 2017

1,284.80

100

(256,960

)


Forward Agreements as of September 30, 2017
Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Citibank N.A.	Short	$	1,283.43	$	(20,663,223	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short		1,283.41		(21,687,062	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,283.41		(6,160,368	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,283.41		(22,138,823	)

225

The September 30, 2018 and 2017 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2018 and 2017 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Silver:

As of September 30, 2018 and 2017, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2018

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Silver Futures (COMEX)

Short

December 2018

14.71

5,000

(147,120

)


Forward Agreements as of September 30, 2018
Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Citibank, N.A.	Short	$	14.3439	$	(16,509,829	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short		14.3431		(12,284,865	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		14.3436		(2,237,602	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		14.3435		(13,870,165	)

Futures Positions as of September 30, 2017

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at Value

Silver Futures (COMEX)

Short

December 2017

16.68

5,000

(166,760

)


Forward Agreements as of September 30, 2017
Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Citibank N.A.	Short	$	16.8646	$	(16,071,964	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short		16.8644		(13,263,851	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		16.8645		(2,630,862	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		16.8644		(13,727,622	)

The September 30, 2018 and 2017 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2018 and 2017 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the

226

Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Yen:

As of September 30, 2018 and 2017, the ProShares UltraShort Yen Fund was exposed to inverse exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2018 and 2017, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of September 30, 2018
Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/05/18		318,769,700			0.008804	$	2,806,430
Yen	UBS AG	Long	10/05/18		349,211,500			0.008804		3,074,439
Yen	Goldman Sachs International	Short	10/05/18		(9,071,378,900	)		0.008804		(79,863,921	)
Yen	UBS AG	Short	10/05/18		(9,347,285,100	)		0.008804		(82,292,983	)

Foreign Currency Forward Contracts as of September 30, 2017
Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/06/17		571,833,200			0.008888	$	5,082,606
Yen	UBS AG	Long	10/06/17		2,539,647,800			0.008888		22,573,065
Yen	Goldman Sachs International	Short	10/06/17		(17,548,070,400	)		0.008888		(155,971,917	)
Yen	UBS AG	Short	10/06/17		(18,981,034,100	)		0.008888		(168,708,480	)

The September 30, 2018 and 2017 USD market values equal the number of yen multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the yen for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares VIX Mid-Term Futures ETF:

As of September 30, 2018 and 2017, the ProShares VIX Mid-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of September 30, 2018 and 2017, which were sensitive to equity market volatility risk.


Futures Positions as of September 30, 2018
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	January 2019		234	$	15.73		1,000	$	3,679,650
VIX Futures (CBOE)	Long	February 2019		389		15.93		1,000		6,194,825
VIX Futures (CBOE)	Long	March 2019		389		16.28		1,000		6,330,975
VIX Futures (CBOE)	Long	April 2019		156		16.43		1,000		2,562,300

227


Futures Positions as of September 30, 2017
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	January 2018		582	$	14.78		1,000	$	8,599,050
VIX Futures (CBOE)	Long	February 2018		971		15.23		1,000		14,783,475
VIX Futures (CBOE)	Long	March 2018		971		15.80		1,000		15,341,800
VIX Futures (CBOE)	Long	April 2018		388		16.28		1,000		6,314,700

The September 30, 2018 and 2017 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day.

ProShares VIX Short-Term Futures ETF:

As of September 30, 2018 and 2017, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following tables provide information about the Fund’s positions in VIX futures contracts as of September 30, 2018 and 2017, which were sensitive to equity market volatility risk.


Futures Positions as of September 30, 2018
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2018		6,448	$	13.98		1,000	$	90,110,800
VIX Futures (CBOE)	Long	November 2018		4,305		14.98		1,000		64,467,375

Futures Positions as of September 30, 2017
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2017		9,373	$	11.68		1,000	$	109,429,775
VIX Futures (CBOE)	Long	November 2017		6,252		13.03		1,000		81,432,300

The September 30, 2018 and 2017 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in Form 10-K/A for additional information regarding performance for periods longer than a single day.

228

Qualitative Disclosure

As described above in Item 2 in this Quarterly Report on Form 10-Q, it is the investment objective of each Geared Fund to seek daily investment results, before fees and expenses, which correspond to a multiple, the inverse or an inverse multiple of the daily performance, of its corresponding benchmark. Each Short Fund seeks daily investment results, before fees and expenses, that correspond to one-half the inverse (-0.5x) or the inverse (-1x) of the daily performance of its corresponding benchmark. Each UltraShort Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each Ultra Fund seeks daily investment results, before fees and expenses, that correspond to one and one half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each UltraPro Short Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of daily performance of its corresponding benchmark. Each UltraPro Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, before fees and expenses, that match the performance of its benchmark. The Geared Funds do not seek to achieve these stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by negative three, negative two, negative one, negative one-half, one, one and one-half, two or three. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K/A for additional information regarding performance for periods longer than a single day.

Primary Market Risk Exposure

The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark. For example, the primary market risk that the ProShares UltraShort Bloomberg Crude Oil and the ProShares Ultra Bloomberg Crude Oil Funds are exposed to are inverse and long exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Bloomberg Commodity Index and its sub-indexes are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading strategies and other factors, could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 in this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K/A, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity Index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity Index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity Index will negatively impact the daily performance of Shares of an Ultra Fund.

229

Additionally, performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K/A, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Currency Funds, several factors may affect the value of the foreign currencies or the U.S. dollar, and, in turn, the Financial Instruments and other assets, if any, owned by a Fund. The impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of a currency will negatively impact the daily performance of Shares of a Short Fund or an UltraShort Fund and daily decreases in the price of a currency will negatively impact the daily performance of Shares of an Ultra Fund.

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K/A, the value of the Shares of each VIX Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. Several factors may affect the price and/or liquidity of VIX futures contracts and other assets, if any, owned by a VIX Fund. The impact of changes in the price of these assets will affect investors differently depending upon the Fund in which investors invest.

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (-0.5x, -1x, -2x, 1.5x, 2x, -3x, 3x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. As described above in Item 2 of this Quarterly Report on Form 10-Q, these adjustments are done through the use of various Financial Instruments. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value. Factors common to all Funds that may require portfolio re-positioning are create/redeem activity and Index rebalances.

For Geared Funds, the impact of the Index’s movements each day also affects whether the Fund’s portfolio needs to be rebalanced. For example, if the Index for an Ultra Fund or UltraPro Fund has risen on a given day, net assets of the Fund should rise. As a result, the Fund’s long exposure will need to be increased to the extent there are not offsetting factors such as redemption activity. Conversely, if the Index has fallen on a given day, net assets of an Ultra Fund or UltraPro Fund should fall. As a result, the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds, UltraShort Funds or UltraPro Short Funds will generally decrease when the Index rises on a given day. As a result, the Fund’s short exposure may need to be decreased. Conversely, if the Index has fallen on a given day, a Short Fund’s, an UltraShort Fund’s, or UltraPro Short Fund’s assets should rise. As a result, the Fund’s short exposure may need to be increased.

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The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into by the Fund. A Fund may be negatively impacted if a counterparty fails to perform its obligations. Each Fund intends to enter into swap and forward agreements only with major global financial institutions that meet certain credit quality standards and monitoring policies. Each Fund may use various techniques to minimize credit risk including early termination or reset and payment, limiting the net amount due from any individual counterparty, and generally requiring that the counterparty post collateral with respect to amounts owed to the Funds, marked to market daily.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were maintained in both non-interest bearing and interest bearing demand deposit accounts. The Funds may also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of December 31, 2017, including providing reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Trust as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.

Certifications

The certifications by the Principal Executive Officer and Principal Financial Officer of the Trust required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as exhibits to this Quarterly Report on Form 10-Q, apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

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Part II OTHER INFORMATION

Item 1. Legal Proceedings.

As of September 30, 2018, the Trust is not a party to any material legal proceedings.

Item 1A. Risk Factors.

There has not been a material change to the Risk Factors previously disclosed in the Trust’s Annual Report on Form 10-K/A for the year ended December 31, 2017, filed on March 26, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

a) None.

b) The Trust initially registered Shares on its Registration Statement on Form S-1 (File No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (File No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all registered Shares and reallocated the remaining amount of the registered Shares among the Funds listed on its Registration Statement on Form S-3 (File No. 333-163511), which became effective on December 4, 2009. It then registered additional Shares and/or added Funds pursuant to post-effective amendments to that Registration Statement on Form S-3, which became effective on May 28, 2010, November 5, 2010, December 23, 2010 and April 13, 2011, as well as on a Registration Statement on Form S-1 (File No. 333-178707), which became effective on June 25, 2012. On June 26, 2012, a post-effective amendment to the Registration Statement on Form S-3 (File No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil and terminated the offerings for certain publicly offered Funds and certain Funds that had never been publicly offered. New offerings for those Funds that had been publicly offered were registered on an accompanying Registration Statement on Form S-1 (File No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (File No. 333-183672) was declared effective, which registered additional Shares for ProShares Ultra VIX Short-Term Futures ETF, ProShares VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF. This registration statement (File No. 333-183672) was a combined prospectus and acted as a post-effective amendment to the Form S-1 (File No. 333-176878). On September 27, 2012, a Registration Statement on Form S-3 (File No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil and ProShares UltraShort Euro. This registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-163511). On September 28, 2012, a post-effective amendment to a Registration Statement on Form S-1 (File No. 333-178707) was declared effective, terminating the proposed offerings of several unlaunched currency funds. On January 30, 2013, a Registration Statement on Form S-1 (File No. 333-185288) was declared effective. That registration statement, which registered additional Shares to ProShares Short VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statements (File Nos. 333-183672 and 333-178707). Also, on January 30, 2013, a Registration Statement on Form S-3 (File No. 333-185289) was declared effective. That registration statement, which registered additional Shares to ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Euro, ProShares Ultra VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statement (File No. 333-193672) and Form S-3 Registration Statement (File No. 333-183674). On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (File No. 333-185288) was declared effective, terminating the registered but unlaunched offerings related to: ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy. On April 29, 2013, a Registration Statement on Form S-3 (File No. 333-187820) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra VIX Short- Term Futures ETF and ProShares VIX Short-Term Futures ETF. That registration statement was a combined

233

prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-185289). On May 21, 2013, a Registration Statement on Form S-1 (File 333-188215) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 (File No. 333-185288). On July 30, 2013, a Registration Statement on Form S-3 (File No. 333-189967) was declared effective, which registered additional Shares for ProShares Bloomberg Crude Oil and ProShares UltraShort Yen and partially terminated registered and unissued Shares of ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-187820). On May 6, 2014, a post-effective amendment to the Form S-1 Registration Statement (File No. 333-188215) was declared effective, updating the Form S-1 Registration Statement by, among other things, incorporating by reference the audited financial statements for the fiscal year ended December 31, 2013. The post-effective amendment did not register any additional Shares. On July 30, 2014, a Registration Statement on Form S-1 (File No. 333-196884) was declared effective, which partially terminated registered and unissued Shares of ProShares VIX Mid-Term Futures ETF, ProShares Ultra Bloomberg Commodity, ProShares Ultra Euro, ProShares Ultra Yen and ProShares UltraShort Bloomberg Commodity. That registration statement was a combined prospectus and acted as a posteffective amendment to two Form S-1 registration statements (File Nos. 333-188215 and 333-185288). On July 30, 2014, a Registration Statement on Form S-3 (File No. 333-196885) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil and ProShares UltraShort Euro and partially terminated registered and unissued Shares of ProShares Ultra Gold, ProShares Ultra Silver and ProShares UltraShort Silver. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-189967). Through the July 30, 2014 filings, ProShares Short VIX Short-Term Futures ETF was transferred from the Form S-1 to the Form S-3. On September 29, 2014, a Registration Statement on Form S-1 (File No. 333-198189) was declared effective, which registered a new offering of the Managed Futures Fund and acted as a post-effective amendment to the Form S-1 Registration Statement (File No. 333-196884). On November 25, 2014, a Registration Statement on Form S-1 (File No. 333-199642) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas and ProShares UltraShort Silver. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 registration statement (File No. 333-198189) and the Form S-3 registration statement (333-196885). On November 25, 2014, a Registration Statement on Form S-3 (File No. 333-199641) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra VIX Short-Term Futures ETF, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-196885). Through the November 25, 2014 filings, ProShares UltraShort Silver was transferred from the Form S-3 to the Form S-1. On March 31, 2015, a Registration Statement on Form S-1 (File No. 333-202724) was declared effective, which registered additional Shares for ProShares VIX Mid-Term Futures ETF, ProShares Managed Futures Strategy, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Silver, ProShares Ultra Australian Dollar, ProShares UltraShort Australian Dollar, ProShares Ultra Euro, ProShares Short Euro and ProShares Ultra Yen. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 registration statement (File No. 333-199642). On March 31, 2015, a Registration Statement on Form S-3 (File No. 333-202725) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra VIX Short-Term Futures ETF, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-199641). On August 11, 2015, a Registration Statement on Form S-1 (File No. 333-202724) was declared effective which removed ProShares Ultra Australian Dollar from the Form S-1; no additional Shares were registered with that filing. That registration statement was a combined prospectus and acted as a pre-effective amendment to post-effective amendment No. 1 of the Form S-1. On March 30, 2016, Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-202725) was declared effective, which removed from registration all of the Shares that remained unsold thereunder as of the close of business on March 30, 2016. On March 30, 2016, a Registration Statement on Form S-3 (File No. 333-210024) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra

234

Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra VIX Short Term Futures ETF, ProShares Short VIX Short-Term Futures ETF, ProShares VIX Short Term Futures ETF. On March 1, 2017, a Registration Statement on Form S-3 (File No. 333-215930) was declared effective which removed ProShares UltraShort Gold from the Registration Statement on Form S-3 (File No. 333-213918); no additional Shares for any Fund were registered with that filing. On March 1, 2017, a Registration Statement on Form S-1 (File No. 333-215929) was declared effective which registered Shares for ProShares UltraShort Gold that were previously registered on the Registration Statement on Form S-3 (File No. 333-213918). Through the two March 1, 2017 filings, ProShares UltraShort Gold was transferred from the Form S-3 to a Form S-1. On March 22, 2017, a Registration Statement on Form S-1 (File No. 333-214904) was declared effective which registered Shares for ProShares UltraPro Bloomberg Crude Oil and ProShares UltraPro Short Bloomberg Crude Oil. On July 12, 2017, a Registration Statement on Form S-3 (File No. 333-218004) was declared effective, which (a) registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Gold, ProShares UltraShort Yen, ProShares Ultra VIX Short Term Futures ETF, ProShares Short VIX Short-Term Futures ETF, and ProShares VIX Short Term Futures ETF, and (b) terminated the Registration Statement on Form S-3 (File No. 333-215930). On February 6, 2018, a Registration Statement on Form S-3 (File No. 333-220688) was declared effective, which (a) registered additional Shares for ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF, and (b) terminated the Registration Statement on Form S-3 (File No. 333-218004). On March 29, 2018, a Registration Statement on Form S-1 (File No. 333- 223012) was declared effective, which terminated the Registration Statement on Form S-1 (File No. 333-215929) and the Registration Statement on Form S-1 (File No. 333-214904); no additional Shares for any Fund were registered with that filing. On June 30, 2018, the Trust had two effective registration statements outstanding: a Registration Statement on Form S-1 (No. 333- 223012) and a Registration Statement on Form S-3 (No. 333-220688).

Substantially all of the proceeds received by each Fund from the issuance and sale of Shares to Authorized Participants are used by each Fund to enter into Financial Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents and/or U.S. Treasury securities or other high credit quality, short-term fixed-income or similar securities (such as shares of money market funds and collateralized repurchase agreements) that may in part be used for direct investment or deposited with the FCMs as margin in connection with futures contracts or in segregated accounts at the Funds’ custodian bank as collateral for swap agreements or forward contracts, as applicable. Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares, and each Matching VIX Fund continuously offers and redeems Shares in blocks of 25,000 Shares

235


Title of Securities Registered	Amount Registered As of September 30, 2018		Shares Sold For the Three Months Ended September 30, 2018		Sale Price of Shares Sold For the Three Months Ended September 30, 2018
ProShares Short Euro Common Units of Beneficial Interest	$	153,418,934		—	$	—
ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	10,384,122,827		—	$	—
ProShares Ultra Bloomberg Crude Oil Common Units of Beneficial Interest	$	4,317,748,075		2,050,000	$	60,377,850
ProShares Ultra Bloomberg Natural Gas Common Units of Beneficial Interest	$	322,282,296		200,000	$	5,288,628
ProShares Ultra Euro Common Units of Beneficial Interest	$	92,531,840		—	$	—
ProShares Ultra Gold Common Units of Beneficial Interest	$	268,558,744		—	$	—
ProShares Ultra Silver Common Units of Beneficial Interest	$	1,266,409,983		850,000	$	23,981,568
ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	9,211,269,195		14,690,000	$	686,757,350
ProShares Ultra Yen Common Units of Beneficial Interest	$	138,726,333		—	$	—
ProShares UltraPro 3x Crude Oil ETF Common Units of Beneficial Interest	$	972,257,226		450,000	$	22,006,338
ProShares UltraPro 3x Short Crude Oil ETF Common Units of Beneficial Interest	$	968,980,552		1,000,000	$	18,759,551
ProShares UltraShort Australian Dollar Common Units of Beneficial Interest	$	167,969,287		50,000	$	2,477,186
ProShares UltraShort Bloomberg Crude Oil Common Units of Beneficial Interest	$	1,565,234,838		2,300,000	$	34,521,758
ProShares UltraShort Bloomberg Natural Gas Common Units of Beneficial Interest	$	313,407,150		200,000	$	7,126,477
ProShares UltraShort Euro Common Units of Beneficial Interest	$	1,895,556,096		500,000	$	11,685,477
ProShares UltraShort Gold Common Units of Beneficial Interest	$	151,720,009		—	$	—
ProShares UltraShort Silver Common Units of Beneficial Interest	$	1,909,187,099		—	$	—
ProShares UltraShort Yen Common Units of Beneficial Interest	$	940,420,616		—	$	—
ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest	$	519,765,878		50,000	$	1,061,436
ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	1,507,229,883		3,625,000	$	88,981,896
Total:				25,965,000	$	963,025,515

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(b) From July 1, 2018 through September 30, 2018, the number of Shares redeemed and average price per Share for each Fund were as follows:


Fund	Total Number of Shares Redeemed		Average Price Per Share
ProShares Short Euro
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares Short VIX Short-Term Futures ETF
07/01/18 to 07/31/18		1,787,500	$	55.13
08/01/18 to 08/31/18		850,000	$	56.73
09/01/18 to 09/30/18		1,065,693	$	57.25
ProShares Ultra Bloomberg Crude Oil
07/01/18 to 07/31/18		950,000	$	32.35
08/01/18 to 08/31/18		1,550,000	$	31.46
09/01/18 to 09/30/18		1,700,000	$	33.87
ProShares Ultra Bloomberg Natural Gas
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		200,000	$	30.17
09/01/18 to 09/30/18		100,000	$	28.86
ProShares Ultra Euro
07/01/18 to 07/31/18		50,000	$	16.11
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares Ultra Gold
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares Ultra Silver
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares Ultra VIX Short-Term Futures ETF
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		5,030,000	$	47.55
09/01/18 to 09/30/18		944,536	$	45.94
ProShares Ultra Yen
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares UltraPro 3x Crude Oil ETF
07/01/18 to 07/31/18		100,000	$	58.06
08/01/18 to 08/31/18		150,000	$	55.55
09/01/18 to 09/30/18		300,000	$	57.94
ProShares UltraPro 3x Short Crude Oil ETF
07/01/18 to 07/31/18		450,000	$	22.39
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares UltraShort Australian Dollar
07/01/18 to 07/31/18		50,000	$	50.61
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares UltraShort Bloomberg Crude Oil
07/01/18 to 07/31/18		1,650,000	$	16.43
08/01/18 to 08/31/18		1,350,000	$	17.41
09/01/18 to 09/30/18		150,000	$	16.18
ProShares UltraShort Bloomberg Natural Gas
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		50,000	$	39.35
09/01/18 to 09/30/18		50,000	$	36.89
ProShares UltraShort Euro
07/01/18 to 07/31/18		300,000	$	22.65
08/01/18 to 08/31/18		550,000	$	23.35
09/01/18 to 09/30/18		150,000	$	23.01

237


Fund	Total Number of Shares Redeemed		Average Price Per Share
ProShares UltraShort Gold
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares UltraShort Silver
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		150,000	$	41.32
09/01/18 to 09/30/18		—	$	—
ProShares UltraShort Yen
07/01/18 to 07/31/18		50,000	$	76.47
08/01/18 to 08/31/18		100,000	$	74.52
09/01/18 to 09/30/18		—	$	—
ProShares VIX Mid-Term Futures ETF
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		—	$	—
09/01/18 to 09/30/18		—	$	—
ProShares VIX Short-Term Futures ETF
07/01/18 to 07/31/18		—	$	—
08/01/18 to 08/31/18		300,000	$	24.23
09/01/18 to 09/30/18		—	$	—

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

238

Item 6. Exhibits.


Exhibit No.		Description of Document

31.1		Certification by Principal Executive Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (1)

31.2		Certification by Principal Financial Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (1)

32.1		Certification by Principal Executive Officer of the Trust Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

32.2		Certification by Principal Financial Officer of the Trust Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

101.INS		XBRL Instance Document (1)

101.SCH		XBRL Taxonomy Extension Schema (1)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase (1)

101.DEF		XBRL Taxonomy Extension Definition Linkbase (1)

101.LAB		XBRL Taxonomy Extension Label Linkbase (1)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase (1)

(1)	Filed herewith.

239

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROSHARES TRUST II

/s/ Todd Johnson

By: Todd Johnson

Principal Executive Officer

Date: November 9, 2018

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial Officer

Date: November 9, 2018

240

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company