AGQ 10-Q Quarterly Report March 31, 2014 | Alphaminr
ProShares Trust II

AGQ 10-Q Quarter ended March 31, 2014

PROSHARES TRUST II
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10-Q 1 d693223d10q.htm 10-Q 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2014.

OR

¨ 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)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). x Yes ¨ No

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

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

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


Table of Contents

PROSHARES TRUST II

Table of Contents

Page

Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

1

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

144

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

176

Item 4. Controls and Procedures.

194

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

195

Item 1A. Risk Factors.

195

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

195

Item 3. Defaults Upon Senior Securities.

199

Item 4. Mine Safety Disclosures.

199

Item 5. Other Information.

199

Item 6. Exhibits.

199


Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

Index

Documents

Page

Statements of Financial Condition, Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows:

ProShares UltraShort DJ-UBS Commodity

2

ProShares UltraShort DJ-UBS Crude Oil

7

ProShares UltraShort DJ-UBS Natural Gas

12

ProShares UltraShort Gold

17

ProShares UltraShort Silver

22

ProShares Short Euro

27

ProShares UltraShort Australian Dollar

32

ProShares UltraShort Euro

37

ProShares UltraShort Yen

42

ProShares Ultra DJ-UBS Commodity

47

ProShares Ultra DJ-UBS Crude Oil

52

ProShares Ultra DJ-UBS Natural Gas

57

ProShares Ultra Gold

62

ProShares Ultra Silver

67

ProShares Ultra Australian Dollar

72

ProShares Ultra Euro

77

ProShares Ultra Yen

82

ProShares VIX Short-Term Futures ETF

87

ProShares VIX Mid-Term Futures ETF

92

ProShares Ultra VIX Short-Term Futures ETF

97

ProShares Short VIX Short-Term Futures ETF

102

ProShares Trust II

107

Notes to Financial Statements

111

1


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 697,377 $ 374,245

Short-term U.S. government and agency obligations (Note 3) (cost $2,486,639 and $3,453,851, respectively)

2,486,733 3,453,890

Unrealized appreciation on swap agreements

102,269

Total assets

3,286,379 3,828,135

Liabilities and shareholders’ equity

Liabilities

Management fee payable

2,649 3,043

Unrealized depreciation on swap agreements

27,665

Total liabilities

2,649 30,708

Shareholders’ equity

Shareholders’ equity

3,283,730 3,797,427

Total liabilities and shareholders’ equity

$ 3,286,379 $ 3,828,135

Shares outstanding

59,997 59,997

Net asset value per share

$ 54.73 $ 63.29

Market value per share (Note 2)

$ 55.25 $ 58.41

See accompanying notes to financial statements.

2


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(76% of shareholders’ equity)

U.S. Treasury Bills:

0.061% due 04/10/14†

$ 273,000 $ 272,999

0.046% due 06/05/14

291,000 290,989

0.045% due 06/19/14†

1,046,000 1,045,942

0.070% due 08/14/14†

877,000 876,803

Total short-term U.S. government and agency obligations (cost $2,486,639)

$ 2,486,733

Swap Agreements^

Rate Paid
(Received)
Termination
Date
Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Swap agreement with Deutsche Bank AG based on Dow Jones-UBS Commodity Index

0.25 % 04/07/14 $ (2,673,904 ) $ 39,020

Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index

0.25 04/07/14 (2,839,014 ) 50,319

Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index

0.60 04/07/14 (1,071,987 ) 12,930

$ 102,269

All or partial amount pledged as collateral for swap agreements.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* 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.

3


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 308 $ 725

Expenses

Management fee

8,299 7,585

Total expenses

8,299 7,585

Net investment income (loss)

(7,991 ) (6,860 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

(635,695 ) 308,498

Short-term U.S. government and agency obligations

2

Net realized gain (loss)

(635,695 ) 308,500

Change in net unrealized appreciation/depreciation on

Swap agreements

129,934 (241,421 )

Short-term U.S. government and agency obligations

55 (187 )

Change in net unrealized appreciation/depreciation

129,989 (241,608 )

Net realized and unrealized gain (loss)

(505,706 ) 66,892

Net income (loss)

$ (513,697 ) $ 60,032

Net income (loss) per weighted-average share

$ (8.56 ) $ 1.00

Weighted-average shares outstanding

59,997 59,997

See accompanying notes to financial statements.

4


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 3,797,427

Net investment income (loss)

(7,991 )

Net realized gain (loss)

(635,695 )

Change in net unrealized appreciation/depreciation

129,989

Net income (loss)

(513,697 )

Shareholders’ equity, at March 31, 2014

$ 3,283,730

See accompanying notes to financial statements.

5


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (513,697 ) $ 60,032

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

967,212 (259,095 )

Change in unrealized appreciation/depreciation on investments

(129,989 ) 241,608

Increase (Decrease) in management fee payable

(394 ) 2,437

Net cash provided by (used in) operating activities

323,132 44,982

Net increase (decrease) in cash

323,132 44,982

Cash, beginning of period

374,245 296,119

Cash, end of period

$ 697,377 $ 341,101

See accompanying notes to financial statements.

6


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 3,980,858 $ 1,872,915

Segregated cash balances with brokers for futures contracts

9,384,320 7,633,395

Short-term U.S. government and agency obligations (Note 3) (cost $288,249,529 and $247,573,678, respectively)

288,258,596 247,584,623

Unrealized appreciation on swap agreements

71,219

Receivable from capital shares sold

17,154,728

Receivable on open futures contracts

345,825 1,503,943

Total assets

319,195,546 258,594,876

Liabilities and shareholders’ equity

Liabilities

Management fee payable

260,593 201,827

Unrealized depreciation on swap agreements

764,150 2,332,900

Total liabilities

1,024,743 2,534,727

Shareholders’ equity

Shareholders’ equity

318,170,803 256,060,149

Total liabilities and shareholders’ equity

$ 319,195,546 $ 258,594,876

Shares outstanding

11,169,944 8,069,944

Net asset value per share

$ 28.48 $ 31.73

Market value per share (Note 2)

$ 28.54 $ 31.58

See accompanying notes to financial statements.

7


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(91% of shareholders’ equity)

U.S. Treasury Bills:

0.075% due 04/03/14

$ 4,678,000 $ 4,677,997

0.061% due 04/10/14

16,690,000 16,689,916

0.080% due 04/17/14

39,596,000 39,595,472

0.093% due 04/24/14

2,000,000 1,999,962

0.080% due 05/01/14†

6,659,000 6,658,861

0.088% due 05/08/14†

2,477,000 2,476,924

0.034% due 05/22/14

5,973,000 5,972,831

0.076% due 06/05/14

5,200,000 5,199,812

0.043% due 06/12/14

8,778,000 8,777,649

0.054% due 06/19/14

17,571,000 17,570,036

0.046% due 06/26/14†

52,337,000 52,332,624

0.049% due 07/10/14†

78,529,000 78,520,275

0.056% due 08/07/14

18,387,000 18,383,731

0.068% due 08/14/14†

7,835,000 7,833,237

0.071% due 08/21/14†

19,164,000 19,159,843

0.071% due 09/04/14†

2,410,000 2,409,426

Total short-term U.S. government and agency obligations (cost $288,249,529)

$ 288,258,596

Futures Contracts Sold††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Crude Oil - NYMEX, expires May 2014

2,752 $ 279,548,160 $ (6,264,314 )

Swap Agreements^

Rate Paid
(Received)
Termination
Date
Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Swap agreement with Deutsche Bank AG based on Dow Jones-UBS WTI Crude Oil Sub-Index

0.25 % 04/07/14 $ (99,488,785 ) $ (72,184 )

Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index

0.25 04/07/14 (108,344,369 ) (543,435 )

Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index

0.25 04/07/14 (36,118,314 ) 71,219

Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index

0.25 04/07/14 (112,771,776 ) (148,531 )

$ (692,931 )

All or partial amount pledged as collateral for swap agreements.
†† Cash collateral in the amount of $9,384,320 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* 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.

8


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 36,973 $ 25,309

Expenses

Management fee

623,553 339,584

Brokerage commissions

12,693 7,035

Total expenses

636,246 346,619

Net investment income (loss)

(599,273 ) (321,310 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(2,911,251 ) (8,487,969 )

Swap agreements

(9,366,750 ) 2,362,811

Short-term U.S. government and agency obligations

5,289 (671 )

Net realized gain (loss)

(12,272,712 ) (6,125,829 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(5,031,541 ) 4,261,245

Swap agreements

1,639,969 (5,761,354 )

Short-term U.S. government and agency obligations

(1,878 ) (938 )

Change in net unrealized appreciation/depreciation

(3,393,450 ) (1,501,047 )

Net realized and unrealized gain (loss)

(15,666,162 ) (7,626,876 )

Net income (loss)

$ (16,265,435 ) $ (7,948,186 )

Net income (loss) per weighted-average share

$ (1.87 ) $ (2.10 )

Weighted-average shares outstanding

8,687,722 3,779,388

See accompanying notes to financial statements.

9


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 256,060,149

Addition of 7,700,000 shares

231,318,912

Redemption of 4,600,000 shares

(152,942,823 )

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

78,376,089

Net investment income (loss)

(599,273 )

Net realized gain (loss)

(12,272,712 )

Change in net unrealized appreciation/depreciation

(3,393,450 )

Net income (loss)

(16,265,435 )

Shareholders’ equity, at March 31, 2014

$ 318,170,803

See accompanying notes to financial statements.

10


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (16,265,435 ) $ (7,948,186 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(1,750,925 ) (3,162,226 )

Net sale (purchase) of short-term U.S. government and agency obligations

(40,675,851 ) (58,428,161 )

Change in unrealized appreciation/depreciation on investments

(1,638,091 ) 5,762,292

Decrease (Increase) in receivable on futures contracts

1,158,118

Increase (Decrease) in management fee payable

58,766 176,430

Increase (Decrease) in payable on futures contracts

371,637

Net cash provided by (used in) operating activities

(59,113,418 ) (63,228,214 )

Cash flow from financing activities

Proceeds from addition of shares

214,164,184 91,804,047

Payment on shares redeemed

(152,942,823 ) (28,133,016 )

Net cash provided by (used in) financing activities

61,221,361 63,671,031

Net increase (decrease) in cash

2,107,943 442,817

Cash, beginning of period

1,872,915 658,676

Cash, end of period

$ 3,980,858 $ 1,101,493

See accompanying notes to financial statements.

11


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 2,998,409 $ 564,647

Segregated cash balances with brokers for futures contracts

11,104,500 2,384,800

Short-term U.S. government and agency obligations (Note 3) (cost $56,750,896 and $18,274,602, respectively)

56,753,250 18,274,713

Receivable on open futures contracts

2,752,495 1,520,548

Total assets

73,608,654 22,744,708

Liabilities and shareholders’ equity

Liabilities

Management fee payable

64,110 9,941

Total liabilities

64,110 9,941

Shareholders’ equity

Shareholders’ equity

73,544,544 22,734,767

Total liabilities and shareholders’ equity

$ 73,608,654 $ 22,744,708

Shares outstanding

1,674,952 324,952

Net asset value per share

$ 43.91 $ 69.96

Market value per share (Note 2)

$ 43.71 $ 69.36

See accompanying notes to financial statements.

12


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(77% of shareholders’ equity)

U.S. Treasury Bills:

0.059% due 04/10/14

$ 675,000 $ 674,997

0.075% due 04/17/14

522,000 521,993

0.081% due 05/01/14

765,000 764,984

0.068% due 05/08/14

2,406,000 2,405,926

0.036% due 05/22/14

1,161,000 1,160,967

0.047% due 06/12/14

11,605,000 11,604,536

0.049% due 06/19/14

12,703,000 12,702,303

0.045% due 06/26/14

1,920,000 1,919,839

0.050% due 07/10/14

1,172,000 1,171,870

0.050% due 08/07/14

2,991,000 2,990,468

0.067% due 08/14/14

13,863,000 13,859,881

0.072% due 08/21/14

6,977,000 6,975,486

Total short-term U.S. government and agency obligations (cost $56,750,896)

$ 56,753,250

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Natural Gas - NYMEX, expires May 2014

3,365 $ 147,084,150 $ 4,479,320

†† Cash collateral in the amount of $11,104,500 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

13


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 6,683 $ 2,401

Expenses

Management fee

131,806 36,143

Brokerage commissions

30,462 9,824

Total expenses

162,268 45,967

Net investment income (loss)

(155,585 ) (43,566 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(9,215,034 ) (1,773,421 )

Short-term U.S. government and agency obligations

2,052 (104 )

Net realized gain (loss)

(9,212,982 ) (1,773,525 )

Change in net unrealized appreciation/depreciation on

Futures contracts

3,437,020 (3,905,888 )

Short-term U.S. government and agency obligations

2,243 (224 )

Change in net unrealized appreciation/depreciation

3,439,263 (3,906,112 )

Net realized and unrealized gain (loss)

(5,773,719 ) (5,679,637 )

Net income (loss)

$ (5,929,304 ) $ (5,723,203 )

Net income (loss) per weighted-average share (Note 1)

$ (4.67 ) $ (33.69 )

Weighted-average shares outstanding (Note 1)

1,270,507 169,869

See accompanying notes to financial statements.

14


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 22,734,767

Addition of 2,100,000 shares

89,514,809

Redemption of 750,000 shares

(32,775,728 )

Net addition (redemption) of 1,350,000 shares

56,739,081

Net investment income (loss)

(155,585 )

Net realized gain (loss)

(9,212,982 )

Change in net unrealized appreciation/depreciation

3,439,263

Net income (loss)

(5,929,304 )

Shareholders’ equity, at March 31, 2014

$ 73,544,544

See accompanying notes to financial statements.

15


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (5,929,304 ) $ (5,723,203 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(8,719,700 ) (1,092,470 )

Net sale (purchase) of short-term U.S. government and agency obligations

(38,476,294 ) (11,150,709 )

Change in unrealized appreciation/depreciation on investments

(2,243 ) 224

Decrease (Increase) in receivable on futures contracts

(1,231,947 ) 190,419

Increase (Decrease) in management fee payable

54,169 13,807

Net cash provided by (used in) operating activities

(54,305,319 ) (17,761,932 )

Cash flow from financing activities

Proceeds from addition of shares

89,514,809 19,490,998

Payment on shares redeemed

(32,775,728 ) (1,383,116 )

Net cash provided by (used in) financing activities

56,739,081 18,107,882

Net increase (decrease) in cash

2,433,762 345,950

Cash, beginning of period

564,647 310,060

Cash, end of period

$ 2,998,409 $ 656,010

See accompanying notes to financial statements.

16


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 212,051 $ 197,647

Segregated cash balances with brokers for futures contracts

15,950 15,950

Short-term U.S. government and agency obligations (Note 3) (cost $105,836,793 and $148,987,995, respectively)

105,840,656 148,988,329

Unrealized appreciation on forward agreements

8,531,762 5,633,053

Receivable on open futures contracts

2,100 300

Total assets

114,602,519 154,835,279

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

15,275,004

Management fee payable

85,245 123,819

Total liabilities

85,245 15,398,823

Shareholders’ equity

Shareholders’ equity

114,517,274 139,436,456

Total liabilities and shareholders’ equity

$ 114,602,519 $ 154,835,279

Shares outstanding

1,296,978 1,346,978

Net asset value per share

$ 88.30 $ 103.52

Market value per share (Note 2)

$ 89.45 $ 103.53

See accompanying notes to financial statements.

17


Table of Contents

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(92% of shareholders’ equity)

U.S. Treasury Bills:

0.070% due 04/03/14

$ 6,643,000 $ 6,642,996

0.070% due 05/01/14

1,971,000 1,970,959

0.075% due 05/08/14†

19,357,000 19,356,403

0.054% due 06/05/14†

16,065,000 16,064,420

0.037% due 06/12/14†

8,806,000 8,805,648

0.070% due 06/19/14†

6,960,000 6,959,618

0.058% due 08/07/14†

41,774,000 41,766,574

0.070% due 08/14/14†

4,275,000 4,274,038

Total short-term U.S. government and agency obligations (cost $105,836,793)

$ 105,840,656

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Gold Futures - COMEX, expires June 2014

2 $ 256,760 $ 16,860

Forward Agreements^

Rate Paid
(Received)
Settlement Date Commitment to
(Deliver)/Receive
Notional
Amount at
Value*
Unrealized
Appreciation
(Depreciation)

Forward agreements with Deutsche Bank AG based on 0.995 Fine Troy Ounce Gold

0.30 % 04/07/14 $ (94,700 ) $ (122,330,619 ) $ 4,557,728

Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold

0.40 04/07/14 (32,598 ) (42,109,118 ) 1,618,593

Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold

0.50 04/07/14 (15,600 ) (20,151,612 ) 827,157

Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold

0.40 04/07/14 (34,150 ) (44,113,946 ) 1,528,284

$ 8,531,762

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $15,950 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* 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.

18


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 15,195 $ 15,757

Expenses

Management fee

265,552 226,458

Brokerage commissions

16 16

Total expenses

265,568 226,474

Net investment income (loss)

(250,373 ) (210,717 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(18,560 ) 33,420

Forward agreements

(22,131,127 ) 12,850,047

Short-term U.S. government and agency obligations

1,495 (399 )

Net realized gain (loss)

(22,148,192 ) 12,883,068

Change in net unrealized appreciation/depreciation on

Futures contracts

2,340 (16,650 )

Forward agreements

2,898,709 (6,976,138 )

Short-term U.S. government and agency obligations

3,529 800

Change in net unrealized appreciation/depreciation

2,904,578 (6,991,988 )

Net realized and unrealized gain (loss)

(19,243,614 ) 5,891,080

Net income (loss)

$ (19,493,987 ) $ 5,680,363

Net income (loss) per weighted-average share

$ (15.41 ) $ 3.85

Weighted-average shares outstanding

1,265,311 1,475,311

See accompanying notes to financial statements.

19


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 139,436,456

Addition of 300,000 shares

27,505,358

Redemption of 350,000 shares

(32,930,553 )

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

(5,425,195 )

Net investment income (loss)

(250,373 )

Net realized gain (loss)

(22,148,192 )

Change in net unrealized appreciation/depreciation

2,904,578

Net income (loss)

(19,493,987 )

Shareholders’ equity, at March 31, 2014

$ 114,517,274

See accompanying notes to financial statements.

20


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (19,493,987 ) $ 5,680,363

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

2,970

Net sale (purchase) of short-term U.S. government and agency obligations

43,151,202 (19,580,879 )

Change in unrealized appreciation/depreciation on investments

(2,902,238 ) 6,975,338

Decrease (Increase) in receivable on futures contracts

(1,800 ) (2,300 )

Increase (Decrease) in management fee payable

(38,574 ) 78,554

Increase (Decrease) in payable on futures contracts

(3,980 )

Net cash provided by (used in) operating activities

20,714,603 (6,849,934 )

Cash flow from financing activities

Proceeds from addition of shares

27,505,358 16,775,145

Payment on shares redeemed

(48,205,557 ) (9,881,815 )

Net cash provided by (used in) financing activities

(20,700,199 ) 6,893,330

Net increase (decrease) in cash

14,404 43,396

Cash, beginning of period

197,647 175,194

Cash, end of period

$ 212,051 $ 218,590

See accompanying notes to financial statements.

21


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 269,479 $ 461,167

Segregated cash balances with brokers for futures contracts

22,000 22,000

Short-term U.S. government and agency obligations (Note 3) (cost $67,185,974 and $114,822,672, respectively)

67,188,850 114,826,066

Unrealized appreciation on forward agreements

7,742,580

Receivable on open futures contracts

2,450

Total assets

75,222,909 115,311,683

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

4,135,426

Payable on open futures contracts

440

Management fee payable

62,762 94,140

Unrealized depreciation on forward agreements

2,227,857

Total liabilities

4,198,628 2,321,997

Shareholders’ equity

Shareholders’ equity

71,024,281 112,989,686

Total liabilities and shareholders’ equity

$ 75,222,909 $ 115,311,683

Shares outstanding

858,489 1,258,489

Net asset value per share

$ 82.73 $ 89.78

Market value per share (Note 2)

$ 84.24 $ 90.19

See accompanying notes to financial statements.

22


Table of Contents

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(95% of shareholders’ equity)

U.S. Treasury Bills:

0.074% due 04/17/14

$ 4,251,000 $ 4,250,943

0.081% due 05/01/14†

11,629,000 11,628,758

0.052% due 05/22/14†

4,530,000 4,529,872

0.043% due 06/12/14

4,077,000 4,076,837

0.045% due 06/19/14†

21,402,000 21,400,826

0.058% due 08/07/14†

7,482,000 7,480,670

0.070% due 08/14/14†

7,040,000 7,038,416

0.073% due 08/21/14†

6,784,000 6,782,528

Total short-term U.S. government and agency obligations (cost $67,185,974)

$ 67,188,850

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Silver Futures - COMEX, expires May 2014

2 $ 197,520 $ 5,330

Forward Agreements^

Rate Paid
(Received)
Settlement Date Commitment to
(Deliver)/Receive
Notional
Amount at
Value*
Unrealized
Appreciation
(Depreciation)

Forward agreements with Deutsche Bank AG based on 0.999 Fine Troy Ounce Silver

0.30 % 04/07/14 $ (3,343,000 ) $ (66,767,733 ) $ 3,858,673

Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver

0.40 04/07/14 (1,352,500 ) (27,012,671 ) 1,401,484

Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver

0.50 04/07/14 (820,000 ) (16,377,368 ) 920,983

Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver

0.45 04/07/14 (1,586,000 ) (31,676,226 ) 1,561,440

$ 7,742,580

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $22,000 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* 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.

23


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 12,957 $ 22,355

Expenses

Management fee

204,160 250,527

Brokerage commissions

8 8

Total expenses

204,168 250,535

Net investment income (loss)

(191,211 ) (228,180 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

5,350 31,940

Forward agreements

(12,619,755 ) 29,172,572

Short-term U.S. government and agency obligations

1,541 1,141

Net realized gain (loss)

(12,612,864 ) 29,205,653

Change in net unrealized appreciation/depreciation on

Futures contracts

(8,870 ) (12,500 )

Forward agreements

9,970,437 (19,052,397 )

Short-term U.S. government and agency obligations

(518 ) (3,354 )

Change in net unrealized appreciation/depreciation

9,961,049 (19,068,251 )

Net realized and unrealized gain (loss)

(2,651,815 ) 10,137,402

Net income (loss)

$ (2,843,026 ) $ 9,909,222

Net income (loss) per weighted-average share

$ (2.64 ) $ 4.64

Weighted-average shares outstanding

1,078,489 2,136,822

See accompanying notes to financial statements.

24


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 112,989,686

Addition of 550,000 shares

41,391,244

Redemption of 950,000 shares

(80,513,623 )

Net addition (redemption) of (400,000) shares

(39,122,379 )

Net investment income (loss)

(191,211 )

Net realized gain (loss)

(12,612,864 )

Change in net unrealized appreciation/depreciation

9,961,049

Net income (loss)

(2,843,026 )

Shareholders’ equity, at March 31, 2014

$ 71,024,281

See accompanying notes to financial statements.

25


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (2,843,026 ) $ 9,909,222

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

3,300

Net sale (purchase) of short-term U.S. government and agency obligations

47,636,698 (19,143,896 )

Change in unrealized appreciation/depreciation on investments

(9,969,919 ) 19,055,751

Decrease (Increase) in receivable on futures contracts

2,450 (2,890 )

Increase (Decrease) in management fee payable

(31,378 ) 89,524

Increase (Decrease) in payable on futures contracts

440 (2,520 )

Net cash provided by (used in) operating activities

34,795,265 9,908,491

Cash flow from financing activities

Proceeds from addition of shares

41,391,244 27,224,574

Payment on shares redeemed

(76,378,197 ) (37,049,487 )

Net cash provided by (used in) financing activities

(34,986,953 ) (9,824,913 )

Net increase (decrease) in cash

(191,688 ) 83,578

Cash, beginning of period

461,167 344,378

Cash, end of period

$ 269,479 $ 427,956

See accompanying notes to financial statements.

26


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 791,550 $ 863,980

Segregated cash balances with brokers for futures contracts

101,475 128,700

Short-term U.S. government and agency obligations (Note 3) (cost $6,226,796 and $7,901,405, respectively)

6,227,257 7,902,056

Receivable on open futures contracts

9,100

Total assets

7,120,282 8,903,836

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

12,300

Management fee payable

5,712 6,994

Total liabilities

18,012 6,994

Shareholders’ equity

Shareholders’ equity

7,102,270 8,896,842

Total liabilities and shareholders’ equity

$ 7,120,282 $ 8,903,836

Shares outstanding

200,005 250,005

Net asset value per share

$ 35.51 $ 35.59

Market value per share (Note 2)

$ 35.58 $ 35.66

See accompanying notes to financial statements.

27


Table of Contents

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(88% of shareholders’ equity)

U.S. Treasury Bills:

0.046% due 06/05/14

$ 1,485,000 $ 1,484,946

0.086% due 06/12/14

1,543,000 1,542,938

0.045% due 06/19/14

411,000 410,978

0.071% due 08/21/14

2,789,000 2,788,395

Total short-term U.S. government and agency obligations (cost $6,226,796)

$ 6,227,257

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Euro Fx Currency Futures - CME, expires June 2014

41 $ 7,059,175 $ 47,900

†† Cash collateral in the amount of $101,475 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

28


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 1,046 $ 514

Expenses

Management fee

17,406

Brokerage commissions

239 116

Offering costs

10,110

Limitation by Sponsor

(1,307 )

Total expenses

17,645 8,919

Net investment income (loss)

(16,599 ) (8,405 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(66,588 ) (8,000 )

Short-term U.S. government and agency obligations

258 142

Net realized gain (loss)

(66,330 ) (7,858 )

Change in net unrealized appreciation/depreciation on

Futures contracts

81,131 116,769

Short-term U.S. government and agency obligations

(190 ) (160 )

Change in net unrealized appreciation/depreciation

80,941 116,609

Net realized and unrealized gain (loss)

14,611 108,751

Net income (loss)

$ (1,988 ) $ 100,346

Net income (loss) per weighted-average share

$ (0.01 ) $ 1.00

Weighted-average shares outstanding

207,783 100,005

See accompanying notes to financial statements.

29


Table of Contents

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 8,896,842

Redemption of 50,000 shares

(1,792,584 )

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

(1,792,584 )

Net investment income (loss)

(16,599 )

Net realized gain (loss)

(66,330 )

Change in net unrealized appreciation/depreciation

80,941

Net income (loss)

(1,988 )

Shareholders’ equity, at March 31, 2014

$ 7,102,270

See accompanying notes to financial statements.

30


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (1,988 ) $ 100,346

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

27,225 3,850

Net sale (purchase) of short-term U.S. government and agency obligations

1,674,609 37,779

Change in unrealized appreciation/depreciation on investments

190 160

Decrease (Increase) in receivable on futures contracts

9,100 6,612

Decrease (Increase) in Limitation by Sponsor

(1,307 )

Change in offering cost

10,110

Increase (Decrease) in management fee payable

(1,282 )

Increase (Decrease) in payable on futures contracts

12,300 12,300

Net cash provided by (used in) operating activities

1,720,154 169,850

Cash flow from financing activities

Payment on shares redeemed

(1,792,584 )

Net cash provided by (used in) financing activities

(1,792,584 )

Net increase (decrease) in cash

(72,430 ) 169,850

Cash, beginning of period

863,980 302,359

Cash, end of period

$ 791,550 $ 472,209

See accompanying notes to financial statements.

31


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 1,112,402 $ 2,751,320

Segregated cash balances with brokers for futures contracts

934,065 1,141,635

Short-term U.S. government and agency obligations (Note 3) (cost $19,226,421 and $24,197,046, respectively)

19,227,467 24,198,507

Total assets

21,273,934 28,091,462

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

89,099 86,166

Management fee payable

19,101 22,017

Total liabilities

108,200 108,183

Shareholders’ equity

Shareholders’ equity

21,165,734 27,983,279

Total liabilities and shareholders’ equity

$ 21,273,934 $ 28,091,462

Shares outstanding

500,005 600,005

Net asset value per share

$ 42.33 $ 46.64

Market value per share (Note 2)

$ 42.27 $ 46.66

See accompanying notes to financial statements.

32


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(91% of shareholders’ equity)

U.S. Treasury Bills:

0.073% due 04/03/14

$ 659,000 $ 659,000

0.066% due 04/17/14

1,269,000 1,268,983

0.085% due 04/24/14

651,000 650,988

0.076% due 05/01/14

2,167,000 2,166,955

0.088% due 05/08/14

2,324,000 2,323,928

0.067% due 05/22/14

9,779,000 9,778,723

0.045% due 06/12/14

1,399,000 1,398,944

0.045% due 06/19/14

980,000 979,946

Total short-term U.S. government and agency obligations (cost $19,226,421)

$ 19,227,467

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Australian Dollar Fx Currency Futures - CME, expires June 2014

459 $ 42,342,750 $ (1,221,879 )

†† Cash collateral in the amount of $934,065 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

33


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 3,864 $ 498

Expenses

Management fee

59,260

Brokerage commissions

3,782 398

Offering costs

10,110

Limitation by Sponsor

(1,341 )

Total expenses

63,042 9,167

Net investment income (loss)

(59,178 ) (8,669 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(78,609 ) 112,030

Short-term U.S. government and agency obligations

404 135

Net realized gain (loss)

(78,205 ) 112,165

Change in net unrealized appreciation/depreciation on

Futures contracts

(2,139,484 ) (195,160 )

Short-term U.S. government and agency obligations

(415 ) (159 )

Change in net unrealized appreciation/depreciation

(2,139,899 ) (195,319 )

Net realized and unrealized gain (loss)

(2,218,104 ) (83,154 )

Net income (loss)

$ (2,277,282 ) $ (91,823 )

Net income (loss) per weighted-average share

$ (4.13 ) $ (0.92 )

Weighted-average shares outstanding

551,672 100,005

See accompanying notes to financial statements.

34


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 27,983,279

Redemption of 100,000 shares

(4,540,263 )

Net addition (redemption) of (100,000) shares

(4,540,263 )

Net investment income (loss)

(59,178 )

Net realized gain (loss)

(78,205 )

Change in net unrealized appreciation/depreciation

(2,139,899 )

Net income (loss)

(2,277,282 )

Shareholders’ equity, at March 31, 2014

$ 21,165,734

See accompanying notes to financial statements.

35


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (2,277,282 ) $ (91,823 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

207,570 27,390

Net sale (purchase) of short-term U.S. government and agency obligations

4,970,625 (27,222 )

Change in unrealized appreciation/depreciation on investments

415 159

Decrease (Increase) in receivable on futures contracts

(21,300 )

Decrease (Increase) in Limitation by Sponsor

(1,341 )

Change in offering cost

10,110

Increase (Decrease) in management fee payable

(2,916 )

Increase (Decrease) in payable on futures contracts

2,933 (10,950 )

Net cash provided by (used in) operating activities

2,901,345 (114,977 )

Cash flow from financing activities

Payment on shares redeemed

(4,540,263 )

Net cash provided by (used in) financing activities

(4,540,263 )

Net increase (decrease) in cash

(1,638,918 ) (114,977 )

Cash, beginning of period

2,751,320 361,157

Cash, end of period

$ 1,112,402 $ 246,180

See accompanying notes to financial statements.

36


Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 206,909 $ 218,940

Short-term U.S. government and agency obligations (Note 3) (cost $414,295,727 and $437,821,545, respectively)

414,310,854 437,847,159

Unrealized appreciation on foreign currency forward contracts

151,351

Total assets

414,517,763 438,217,450

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

5,971,084

Management fee payable

327,395 345,393

Unrealized depreciation on foreign currency forward contracts

3,724,310 13,899,858

Total liabilities

4,051,705 20,216,335

Shareholders’ equity

Shareholders’ equity

410,466,058 418,001,115

Total liabilities and shareholders’ equity

$ 414,517,763 $ 438,217,450

Shares outstanding

24,250,014 24,500,014

Net asset value per share

$ 16.93 $ 17.06

Market value per share (Note 2)

$ 16.93 $ 17.06

See accompanying notes to financial statements.

37


Table of Contents

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(101% of shareholders’ equity)

U.S. Treasury Bills:

0.070% due 04/03/14

$ 39,196,000 $ 39,195,978

0.081% due 05/01/14

59,285,000 59,283,765

0.083% due 05/08/14†

81,810,000 81,807,478

0.086% due 06/12/14†

8,036,000 8,035,679

0.050% due 07/10/14†

32,975,000 32,971,336

0.066% due 08/07/14

7,838,000 7,836,607

0.061% due 08/14/14

100,034,000 100,011,492

0.071% due 08/21/14†

85,187,000 85,168,519

Total short-term U.S. government and agency obligations (cost $414,295,727)

$ 414,310,854

Foreign Currency Forward Contracts^

Settlement Date Local Currency Notional Amount
at Value (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Euro with Goldman Sachs International

04/04/14 18,383,800 $ 25,325,422 $ (150,026 )

Euro with UBS AG

04/04/14 26,715,000 36,802,438 (225,321 )

$ (375,347 )

Contracts to Sell

Euro with Goldman Sachs International

04/04/14 (315,847,325 ) $ (435,109,546 ) $ (1,548,826 )

Euro with UBS AG

04/04/14 (324,757,500 ) (447,384,155 ) (1,800,137 )

$ (3,348,963 )

All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

38


Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 69,357 $ 87,230

Expenses

Management fee

970,756 1,180,343

Total expenses

970,756 1,180,343

Net investment income (loss)

(901,399 ) (1,093,113 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(12,182,041 ) (2,949,680 )

Short-term U.S. government and agency obligations

1,938 (393 )

Net realized gain (loss)

(12,180,103 ) (2,950,073 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

10,024,197 26,813,021

Short-term U.S. government and agency obligations

(10,487 ) (740 )

Change in net unrealized appreciation/depreciation

10,013,710 26,812,281

Net realized and unrealized gain (loss)

(2,166,393 ) 23,862,208

Net income (loss)

$ (3,067,792 ) $ 22,769,095

Net income (loss) per weighted-average share

$ (0.13 ) $ 0.86

Weighted-average shares outstanding

24,156,681 26,607,236

See accompanying notes to financial statements.

39


Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 418,001,115

Addition of 200,000 shares

3,360,054

Redemption of 450,000 shares

(7,827,319 )

Net addition (redemption) of (250,000) shares

(4,467,265 )

Net investment income (loss)

(901,399 )

Net realized gain (loss)

(12,180,103 )

Change in net unrealized appreciation/depreciation

10,013,710

Net income (loss)

(3,067,792 )

Shareholders’ equity, at March 31, 2014

$ 410,466,058

See accompanying notes to financial statements.

40


Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (3,067,792 ) $ 22,769,095

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

23,525,818 46,239,280

Change in unrealized appreciation/depreciation on investments

(10,013,710 ) (26,812,281 )

Increase (Decrease) in management fee payable

(17,998 ) 258,112

Net cash provided by (used in) operating activities

10,426,318 42,454,206

Cash flow from financing activities

Proceeds from addition of shares

3,360,054 40,321,956

Payment on shares redeemed

(13,798,403 ) (82,800,121 )

Net cash provided by (used in) financing activities

(10,438,349 ) (42,478,165 )

Net increase (decrease) in cash

(12,031 ) (23,959 )

Cash, beginning of period

218,940 276,372

Cash, end of period

$ 206,909 $ 252,413

See accompanying notes to financial statements.

41


Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 400,052 $ 575,108

Short-term U.S. government and agency obligations (Note 3) (cost $400,704,523 and $558,563,134, respectively)

400,736,540 558,597,264

Unrealized appreciation on foreign currency forward contracts

6,121,534 31,317,568

Total assets

407,258,126 590,489,940

Liabilities and shareholders’ equity

Liabilities

Management fee payable

332,390 437,540

Unrealized depreciation on foreign currency forward contracts

1,275,150 1,930,884

Total liabilities

1,607,540 2,368,424

Shareholders’ equity

Shareholders’ equity

405,650,586 588,121,516

Total liabilities and shareholders’ equity

$ 407,258,126 $ 590,489,940

Shares outstanding

5,999,294 8,299,294

Net asset value per share

$ 67.62 $ 70.86

Market value per share (Note 2)

$ 67.62 $ 70.91

See accompanying notes to financial statements.

42


Table of Contents

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(99% of shareholders’ equity)

U.S. Treasury Bills:

0.087% due 04/17/14

$ 31,984,000 $ 31,983,574

0.093% due 05/01/14

13,705,000 13,704,714

0.086% due 05/08/14†

19,927,000 19,926,386

0.052% due 05/22/14

38,964,000 38,962,896

0.076% due 06/05/14

79,259,000 79,256,138

0.086% due 06/12/14†

99,596,000 99,592,016

0.061% due 06/26/14†

85,148,000 85,140,881

0.050% due 07/10/14†

15,472,000 15,470,281

0.057% due 08/07/14†

9,148,000 9,146,374

0.070% due 08/28/14†

7,555,000 7,553,280

Total short-term U.S. government and agency obligations (cost $400,704,523)

$ 400,736,540

Foreign Currency Forward Contracts^

Settlement Date Local Currency Notional Amount
at Value (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Yen with Goldman Sachs International

04/04/14 7,547,835,100 $ 73,124,249 $ (874,876 )

Yen with UBS AG

04/04/14 3,218,173,300 31,178,013 (400,274 )

$ (1,275,150 )

Contracts to Sell

Yen with Goldman Sachs International

04/04/14 (48,716,397,300 ) $ (471,969,766 ) $ 3,209,960

Yen with UBS AG

04/04/14 (45,710,614,400 ) (442,849,413 ) 2,911,574

$ 6,121,534

All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

43


Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 78,224 $ 69,492

Expenses

Management fee

1,028,533 1,005,098

Total expenses

1,028,533 1,005,098

Net investment income (loss)

(950,309 ) (935,606 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(102,730 ) 96,886,297

Short-term U.S. government and agency obligations

8,346 (662 )

Net realized gain (loss)

(94,384 ) 96,885,635

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(24,540,300 ) (35,381,549 )

Short-term U.S. government and agency obligations

(2,113 ) (3,808 )

Change in net unrealized appreciation/depreciation

(24,542,413 ) (35,385,357 )

Net realized and unrealized gain (loss)

(24,636,797 ) 61,500,278

Net income (loss)

$ (25,587,106 ) $ 60,564,672

Net income (loss) per weighted-average share

$ (3.93 ) $ 8.05

Weighted-average shares outstanding

6,513,738 7,522,627

See accompanying notes to financial statements.

44


Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 588,121,516

Addition of 150,000 shares

9,974,148

Redemption of 2,450,000 shares

(166,857,972 )

Net addition (redemption) of (2,300,000) shares

(156,883,824 )

Net investment income (loss)

(950,309 )

Net realized gain (loss)

(94,384 )

Change in net unrealized appreciation/depreciation

(24,542,413 )

Net income (loss)

(25,587,106 )

Shareholders’ equity, at March 31, 2014

$ 405,650,586

See accompanying notes to financial statements.

45


Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (25,587,106 ) $ 60,564,672

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

157,858,611 (100,878,272 )

Change in unrealized appreciation/depreciation on investments

24,542,413 35,385,357

Increase (Decrease) in management fee payable

(105,150 ) 409,085

Net cash provided by (used in) operating activities

156,708,768 (4,519,158 )

Cash flow from financing activities

Proceeds from addition of shares

9,974,148 67,118,406

Payment on shares redeemed

(166,857,972 ) (62,493,620 )

Net cash provided by (used in) financing activities

(156,883,824 ) 4,624,786

Net increase (decrease) in cash

(175,056 ) 105,628

Cash, beginning of period

575,108 363,826

Cash, end of period

$ 400,052 $ 469,454

See accompanying notes to financial statements.

46


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 1,022,219 $ 85,642

Short-term U.S. government and agency obligations (Note 3) (cost $2,410,744 and $2,816,627, respectively)

2,410,896 2,816,688

Unrealized appreciation on swap agreements

15,078

Total assets

3,433,115 2,917,408

Liabilities and shareholders’ equity

Liabilities

Management fee payable

2,683 2,374

Unrealized depreciation on swap agreements

114,128

Total liabilities

116,811 2,374

Shareholders’ equity

Shareholders’ equity

3,316,304 2,915,034

Total liabilities and shareholders’ equity

$ 3,433,115 $ 2,917,408

Shares outstanding

150,014 150,014

Net asset value per share

$ 22.11 $ 19.43

Market value per share (Note 2)

$ 21.51 $ 19.13

See accompanying notes to financial statements.

47


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(73% of shareholders’ equity)

U.S. Treasury Bills:

0.081% due 05/01/14†

$ 192,000 $ 191,996

0.066% due 06/05/14†

1,163,000 1,162,958

0.045% due 06/19/14†

1,056,000 1,055,942

Total short-term U.S. government and agency obligations (cost $2,410,744)

$ 2,410,896

Swap Agreements^

Rate Paid
(Received)
Termination
Date
Notional
Amount at

Value*
Unrealized
Appreciation
(Depreciation)

Swap agreement with Deutsche Bank AG based on Dow Jones-UBS Commodity Index

0.25 % 04/07/14 $ 2,847,170 $ (49,579 )

Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index

0.25 04/07/14 2,448,497 (40,052 )

Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index

0.60 04/07/14 1,327,486 (24,497 )

$ (114,128 )

All or partial amount pledged as collateral for swap agreements.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* 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.

48


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 332 $ 750

Expenses

Management fee

7,289 12,379

Total expenses

7,289 12,379

Net investment income (loss)

(6,957 ) (11,629 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

537,342 (508,897 )

Short-term U.S. government and agency obligations

16

Net realized gain (loss)

537,342 (508,881 )

Change in net unrealized appreciation/depreciation on

Swap agreements

(129,206 ) 421,315

Short-term U.S. government and agency obligations

91 (72 )

Change in net unrealized appreciation/depreciation

(129,115 ) 421,243

Net realized and unrealized gain (loss)

408,227 (87,638 )

Net income (loss)

$ 401,270 $ (99,267 )

Net income (loss) per weighted-average share

$ 2.67 $ (0.46 )

Weighted-average shares outstanding

150,014 217,236

See accompanying notes to financial statements.

49


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 2,915,034

Net investment income (loss)

(6,957 )

Net realized gain (loss)

537,342

Change in net unrealized appreciation/depreciation

(129,115 )

Net income (loss)

401,270

Shareholders’ equity, at March 31, 2014

$ 3,316,304

See accompanying notes to financial statements.

50


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 401,270 $ (99,267 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

405,883 2,890,227

Change in unrealized appreciation/depreciation on investments

129,115 (421,243 )

Increase (Decrease) in management fee payable

309 2,392

Net cash provided by (used in) operating activities

936,577 2,372,109

Cash flow from financing activities

Payment on shares redeemed

(1,275,613 )

Net cash provided by (used in) financing activities

(1,275,613 )

Net increase (decrease) in cash

936,577 1,096,496

Cash, beginning of period

85,642 167,546

Cash, end of period

$ 1,022,219 $ 1,264,042

See accompanying notes to financial statements.

51


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 1,682,198 $ 689,596

Segregated cash balances with brokers for futures contracts

2,925,780 3,821,895

Short-term U.S. government and agency obligations (Note 3) (cost $112,050,123 and $137,423,179, respectively)

112,053,990 137,435,610

Unrealized appreciation on swap agreements

959,951 1,957,893

Receivable on open futures contracts

121,862

Total assets

117,743,781 143,904,994

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

15,537,458

Payable on open futures contracts

997,210

Management fee payable

88,195 134,355

Total liabilities

15,625,653 1,131,565

Shareholders’ equity

Shareholders’ equity

102,118,128 142,773,429

Total liabilities and shareholders’ equity

$ 117,743,781 $ 143,904,994

Shares outstanding

2,949,170 4,449,170

Net asset value per share

$ 34.63 $ 32.09

Market value per share (Note 2)

$ 34.56 $ 32.22

See accompanying notes to financial statements.

52


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(110% of shareholders’ equity)

U.S. Treasury Bills:

0.073% due 04/03/14

$ 764,000 $ 764,000

0.077% due 04/10/14

6,830,000 6,829,966

0.080% due 04/17/14†

10,491,000 10,490,860

0.085% due 04/24/14

1,277,000 1,276,976

0.082% due 05/01/14†

5,257,000 5,256,890

0.035% due 05/08/14†

11,681,000 11,680,640

0.037% due 05/22/14†

11,090,000 11,089,686

0.076% due 06/05/14

424,000 423,985

0.035% due 06/12/14†

7,934,000 7,933,683

0.056% due 06/19/14†

10,110,000 10,109,445

0.035% due 06/26/14

1,538,000 1,537,871

0.049% due 07/10/14†

15,048,000 15,046,328

0.060% due 08/07/14†

6,913,000 6,911,771

0.067% due 08/21/14†

5,483,000 5,481,810

0.070% due 08/28/14†

17,224,000 17,220,079

Total short-term U.S. government and agency obligations (cost $112,050,123)

$ 112,053,990

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Crude Oil - NYMEX, expires May 2014

858 $ 87,155,640 $ 2,109,314

Swap Agreements^

Rate Paid
(Received)
Termination
Date
Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Swap agreement with Deutsche Bank AG based on Dow Jones-UBS WTI Crude Oil Sub-Index

0.25 % 04/07/14 $ 31,611,457 $ 136,953

Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index

0.25 04/07/14 38,736,489 289,177

Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index

0.25 04/07/14 16,715,352 89,308

Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index

0.25 04/07/14 30,001,585 444,513

$ 959,951

All or partial amount pledged as collateral for swap agreements.
†† Cash collateral in the amount of $2,925,780 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* 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.

53


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 21,701 $ 63,274

Expenses

Management fee

345,942 840,387

Brokerage commissions

9,151 14,917

Total expenses

355,093 855,304

Net investment income (loss)

(333,392 ) (792,030 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

7,591,428 39,747,184

Swap agreements

13,602,240 26,817,141

Short-term U.S. government and agency obligations

6,387 (1,033 )

Net realized gain (loss)

21,200,055 66,563,292

Change in net unrealized appreciation/depreciation on

Futures contracts

1,482,653 (20,597,894 )

Swap agreements

(997,942 ) (8,140,049 )

Short-term U.S. government and agency obligations

(8,564 ) (11,459 )

Change in net unrealized appreciation/depreciation

476,147 (28,749,402 )

Net realized and unrealized gain (loss)

21,676,202 37,813,890

Net income (loss)

$ 21,342,810 $ 37,021,860

Net income (loss) per weighted-average share

$ 4.56 $ 3.15

Weighted-average shares outstanding

4,680,281 11,755,281

See accompanying notes to financial statements.

54


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 142,773,429

Addition of 4,350,000 shares

127,214,584

Redemption of 5,850,000 shares

(189,212,695 )

Net addition (redemption) of (1,500,000) shares

(61,998,111 )

Net investment income (loss)

(333,392 )

Net realized gain (loss)

21,200,055

Change in net unrealized appreciation/depreciation

476,147

Net income (loss)

21,342,810

Shareholders’ equity, at March 31, 2014

$ 102,118,128

See accompanying notes to financial statements.

55


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 21,342,810 $ 37,021,860

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

896,115 9,447,127

Net sale (purchase) of short-term U.S. government and agency obligations

25,373,056 133,651,080

Change in unrealized appreciation/depreciation on investments

1,006,506 8,151,508

Decrease (Increase) in receivable on futures contracts

(121,862 ) 1,044,112

Increase (Decrease) in management fee payable

(46,160 ) 97,262

Increase (Decrease) in payable on futures contracts

(997,210 )

Net cash provided by (used in) operating activities

47,453,255 189,412,949

Cash flow from financing activities

Proceeds from addition of shares

127,214,584 24,265,179

Payment on shares redeemed

(173,675,237 ) (214,347,828 )

Net cash provided by (used in) financing activities

(46,460,653 ) (190,082,649 )

Net increase (decrease) in cash

992,602 (669,700 )

Cash, beginning of period

689,596 2,198,932

Cash, end of period

$ 1,682,198 $ 1,529,232

See accompanying notes to financial statements.

56


Table of Contents

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 803,776 $ 3,102,827

Segregated cash balances with brokers for futures contracts

3,204,300 6,602,200

Short-term U.S. government and agency obligations (Note 3) (cost $18,277,464 and $58,918,095, respectively)

18,277,978 58,921,011

Total assets

22,286,054 68,626,038

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

1,050,517 5,628,532

Management fee payable

23,687 81,727

Total liabilities

1,074,204 5,710,259

Shareholders’ equity

Shareholders’ equity

21,211,850 62,915,779

Total liabilities and shareholders’ equity

$ 22,286,054 $ 68,626,038

Shares outstanding

469,941 1,619,941

Net asset value per share

$ 45.14 $ 38.84

Market value per share (Note 2)

$ 45.32 $ 39.28

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(86% of shareholders’ equity)

U.S. Treasury Bills:

0.074% due 04/03/14

$ 742,000 $ 742,000

0.061% due 04/10/14

4,896,000 4,895,976

0.080% due 04/17/14

43,000 42,999

0.082% due 04/24/14

3,354,000 3,353,936

0.093% due 05/01/14

222,000 221,995

0.035% due 05/08/14

958,000 957,970

0.058% due 05/22/14

2,521,000 2,520,929

0.076% due 06/05/14

259,000 258,991

0.048% due 06/12/14

289,000 288,988

0.049% due 07/10/14

2,226,000 2,225,753

0.057% due 08/07/14

1,361,000 1,360,758

0.073% due 08/14/14

1,408,000 1,407,683

Total short-term U.S. government and agency obligations (cost $18,277,464)

$ 18,277,978

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Natural Gas - NYMEX, expires May 2014

971 $ 42,442,410 $ (1,851,411 )

†† Cash collateral in the amount of $3,204,300 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

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PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 6,273 $ 11,677

Expenses

Management fee

105,844 176,613

Brokerage commissions

17,991 32,935

Total expenses

123,835 209,548

Net investment income (loss)

(117,562 ) (197,871 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

16,803,375 5,748,194

Short-term U.S. government and agency obligations

2,707 1,193

Net realized gain (loss)

16,806,082 5,749,387

Change in net unrealized appreciation/depreciation on

Futures contracts

1,805,128 17,861,568

Short-term U.S. government and agency obligations

(2,402 ) 1,275

Change in net unrealized appreciation/depreciation

1,802,726 17,862,843

Net realized and unrealized gain (loss)

18,608,808 23,612,230

Net income (loss)

$ 18,491,246 $ 23,414,359

Net income (loss) per weighted-average share

$ 18.61 $ 12.31

Weighted-average shares outstanding

993,830 1,902,163

See accompanying notes to financial statements.

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PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 62,915,779

Addition of 200,000 shares

9,133,238

Redemption of 1,350,000 shares

(69,328,413 )

Net addition (redemption) of (1,150,000) shares

(60,195,175 )

Net investment income (loss)

(117,562 )

Net realized gain (loss)

16,806,082

Change in net unrealized appreciation/depreciation

1,802,726

Net income (loss)

18,491,246

Shareholders’ equity, at March 31, 2014

$ 21,211,850

See accompanying notes to financial statements.

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PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 18,491,246 $ 23,414,359

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

3,397,900 4,378,210

Net sale (purchase) of short-term U.S. government and agency obligations

40,640,631 10,612,320

Change in unrealized appreciation/depreciation on investments

2,402 (1,275 )

Increase (Decrease) in management fee payable

(58,040 ) 59,580

Increase (Decrease) in payable on futures contracts

(4,578,015 ) (4,057,094 )

Net cash provided by (used in) operating activities

57,896,124 34,406,100

Cash flow from financing activities

Proceeds from addition of shares

9,133,238 35,932,249

Payment on shares redeemed

(69,328,413 ) (70,895,102 )

Net cash provided by (used in) financing activities

(60,195,175 ) (34,962,853 )

Net increase (decrease) in cash

(2,299,051 ) (556,753 )

Cash, beginning of period

3,102,827 3,385,764

Cash, end of period

$ 803,776 $ 2,829,011

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 147,280 $ 142,566

Segregated cash balances with brokers for futures contracts

15,950 15,950

Short-term U.S. government and agency obligations (Note 3) (cost $148,333,041 and $140,884,104, respectively)

148,339,252 140,880,950

Total assets

148,502,482 141,039,466

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

2,097,225

Payable on open futures contracts

2,200 300

Management fee payable

120,107 111,562

Unrealized depreciation on forward agreements

12,010,072 6,812,974

Total liabilities

12,132,379 9,022,061

Shareholders’ equity

Shareholders’ equity

136,370,103 132,017,405

Total liabilities and shareholders’ equity

$ 148,502,482 $ 141,039,466

Shares outstanding

2,900,014 3,200,014

Net asset value per share

$ 47.02 $ 41.26

Market value per share (Note 2)

$ 46.34 $ 41.26

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(109% of shareholders’ equity)

U.S. Treasury Bills:

0.080% due 04/17/14†

$ 10,244,000 $ 10,243,864

0.070% due 05/22/14†

13,207,000 13,206,626

0.046% due 06/05/14

19,572,000 19,571,293

0.086% due 06/12/14

334,000 333,987

0.045% due 06/19/14†

41,501,000 41,498,723

0.057% due 08/07/14†

44,403,000 44,395,106

0.070% due 08/28/14†

19,094,000 19,089,653

Total short-term U.S. government and agency obligations (cost $148,333,041)

$ 148,339,252

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Gold Futures - COMEX, expires June 2014

2 $ 256,760 $ (16,860 )

Forward Agreements^

Rate Paid
(Received)
Settlement Date Commitment to
(Deliver)/Receive
Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Forward agreements with Deutsche Bank AG based on 0.995 Fine Troy Ounce Gold

0.30 % 04/07/14 $ 109,900 $ 141,965,523 $ (6,314,073 )

Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold

0.45 04/07/14 41,220 53,246,759 (2,340,133 )

Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold

0.50 04/07/14 21,000 27,127,170 (1,128,141 )

Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold

0.40 04/07/14 38,800 50,120,676 (2,227,725 )

$ (12,010,072 )

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $15,950 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.
* 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.

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PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 13,828 $ 59,078

Expenses

Management fee

331,351 762,612

Brokerage commissions

16 16

Total expenses

331,367 762,628

Net investment income (loss)

(317,539 ) (703,550 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

18,520 (33,500 )

Forward agreements

23,415,100 (50,381,705 )

Short-term U.S. government and agency obligations

(70 ) 2,659

Net realized gain (loss)

23,433,550 (50,412,546 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(2,300 ) 16,620

Forward agreements

(5,197,098 ) 24,874,498

Short-term U.S. government and agency obligations

9,365 (8,586 )

Change in net unrealized appreciation/depreciation

(5,190,033 ) 24,882,532

Net realized and unrealized gain (loss)

18,243,517 (25,530,014 )

Net income (loss)

$ 17,925,978 $ (26,233,564 )

Net income (loss) per weighted-average share

$ 5.98 $ (6.50 )

Weighted-average shares outstanding

2,996,125 4,034,458

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 132,017,405

Addition of 100,000 shares

4,708,180

Redemption of 400,000 shares

(18,281,460 )

Net addition (redemption) of (300,000) shares

(13,573,280 )

Net investment income (loss)

(317,539 )

Net realized gain (loss)

23,433,550

Change in net unrealized appreciation/depreciation

(5,190,033 )

Net income (loss)

17,925,978

Shareholders’ equity, at March 31, 2014

$ 136,370,103

See accompanying notes to financial statements.

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PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 17,925,978 $ (26,233,564 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

2,970

Net sale (purchase) of short-term U.S. government and agency obligations

(7,448,937 ) 43,232,276

Change in unrealized appreciation/depreciation on investments

5,187,733 (24,865,912 )

Decrease (Increase) in receivable on futures contracts

3,980

Increase (Decrease) in management fee payable

8,545 210,040

Increase (Decrease) in payable on futures contracts

1,900 2,300

Net cash provided by (used in) operating activities

15,675,219 (7,647,910 )

Cash flow from financing activities

Proceeds from addition of shares

4,708,180 7,641,793

Payment on shares redeemed

(20,378,685 )

Net cash provided by (used in) financing activities

(15,670,505 ) 7,641,793

Net increase (decrease) in cash

4,714 (6,117 )

Cash, beginning of period

142,566 342,345

Cash, end of period

$ 147,280 $ 336,228

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 530,530 $ 463,001

Segregated cash balances with brokers for futures contracts

22,000 22,000

Short-term U.S. government and agency obligations (Note 3) (cost $530,685,172 and $467,849,038, respectively)

530,701,182 467,868,976

Receivable from capital shares sold

9,786,524

Total assets

541,040,236 468,353,977

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

380 2,450

Management fee payable

416,258 379,128

Unrealized depreciation on forward agreements

58,138,361 2,492,880

Total liabilities

58,554,999 2,874,458

Shareholders’ equity

Shareholders’ equity

482,485,237 465,479,519

Total liabilities and shareholders’ equity

$ 541,040,236 $ 468,353,977

Shares outstanding

7,396,533 7,350,007

Net asset value per share

$ 65.23 $ 63.33

Market value per share (Note 2)

$ 64.12 $ 63.04

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(110% of shareholders’ equity)

U.S. Treasury Bills:

0.070% due 04/03/14

$ 14,766,000 $ 14,765,992

0.066% due 04/10/14†

7,392,000 7,391,963

0.080% due 04/17/14†

119,398,000 119,396,408

0.093% due 04/24/14†

2,451,000 2,450,953

0.093% due 05/01/14

2,934,000 2,933,939

0.088% due 05/08/14†

5,528,000 5,527,830

0.033% due 05/22/14†

177,607,000 177,601,968

0.046% due 06/05/14

26,127,000 26,126,057

0.045% due 06/19/14†

89,531,000 89,526,088

0.046% due 07/10/14†

17,973,000 17,971,003

0.067% due 08/07/14†

4,977,000 4,976,115

0.070% due 08/14/14†

11,706,000 11,703,366

0.070% due 08/28/14†

46,560,000 46,549,401

0.071% due 09/04/14†

3,781,000 3,780,099

Total short-term U.S. government and agency obligations (cost $530,685,172)

$ 530,701,182

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Silver Futures - COMEX, expires May 2014

2 $ 197,520 $ (5,330 )

Forward Agreements^

Rate Paid
(Received)
Settlement Date Commitment to
(Deliver)/Receive
Notional
Amount at
Value*
Unrealized
Appreciation
(Depreciation)

Forward agreements with Deutsche Bank AG based on 0.999 Fine Troy Ounce Silver

0.30 % 04/07/14 $ 25,173,000 $ 502,765,225 $ (30,257,024 )

Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver

0.45 04/07/14 9,451,800 188,775,130 (11,457,887 )

Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver

0.50 04/07/14 4,307,000 86,021,127 (5,025,453 )

Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver

0.45 04/07/14 9,372,000 187,181,333 (11,397,997 )

$ (58,138,361 )

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $22,000 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* 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.

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PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 62,602 $ 159,260

Expenses

Management fee

1,187,904 1,783,659

Brokerage commissions

8 8

Total expenses

1,187,912 1,783,667

Net investment income (loss)

(1,125,310 ) (1,624,407 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(5,350 ) (32,140 )

Forward agreements

73,960,922 (215,656,408 )

Short-term U.S. government and agency obligations

3,069 14,213

Net realized gain (loss)

73,958,641 (215,674,335 )

Change in net unrealized appreciation/depreciation on

Futures contracts

8,870 12,250

Forward agreements

(55,645,481 ) 137,633,988

Short-term U.S. government and agency obligations

(3,928 ) (27,621 )

Change in net unrealized appreciation/depreciation

(55,640,539 ) 137,618,617

Net realized and unrealized gain (loss)

18,318,102 (78,055,718 )

Net income (loss)

$ 17,192,792 $ (79,680,125 )

Net income (loss) per weighted-average share (Note 1)

$ 2.34 $ (17.88 )

Weighted-average shares outstanding (Note 1)

7,332,328 4,456,118

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 465,479,519

Addition of 787,500 shares (Note 1)

53,059,528

Redemption of 740,974 shares (Note 1)

(53,246,602 )

Net addition (redemption) of 46,526 shares (Note 1)

(187,074 )

Net investment income (loss)

(1,125,310 )

Net realized gain (loss)

73,958,641

Change in net unrealized appreciation/depreciation

(55,640,539 )

Net income (loss)

17,192,792

Shareholders’ equity, at March 31, 2014

$ 482,485,237

See accompanying notes to financial statements.

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PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 17,192,792 $ (79,680,125 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

3,300

Net sale (purchase) of short-term U.S. government and agency obligations

(62,836,134 ) 136,068,407

Change in unrealized appreciation/depreciation on investments

55,649,409 (137,606,367 )

Decrease (Increase) in receivable on futures contracts

2,520

Increase (Decrease) in management fee payable

37,130 486,307

Increase (Decrease) in payable on futures contracts

(2,070 ) 2,890

Net cash provided by (used in) operating activities

10,041,127 (80,723,068 )

Cash flow from financing activities

Proceeds from addition of shares

43,273,004 87,889,563

Payment on shares redeemed

(53,246,602 ) (7,301,114 )

Net cash provided by (used in) financing activities

(9,973,598 ) 80,588,449

Net increase (decrease) in cash

67,529 (134,619 )

Cash, beginning of period

463,001 890,051

Cash, end of period

$ 530,530 $ 755,432

See accompanying notes to financial statements.

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PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 505,170 $ 314,796

Segregated cash balances with brokers for futures contracts

152,625 128,865

Short-term U.S. government and agency obligations (Note 3) (cost $2,775,556 and $2,716,026, respectively)

2,775,892 2,716,439

Receivable on open futures contracts

13,503 10,650

Total assets

3,447,190 3,170,750

Liabilities and shareholders’ equity

Liabilities

Management fee payable

2,654 2,585

Total liabilities

2,654 2,585

Shareholders’ equity

Shareholders’ equity

3,444,536 3,168,165

Total liabilities and shareholders’ equity

$ 3,447,190 $ 3,170,750

Shares outstanding

100,005 100,005

Net asset value per share

$ 34.44 $ 31.68

Market value per share (Note 2)

$ 34.46 $ 31.61

See accompanying notes to financial statements.

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PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(81% of shareholders’ equity)

U.S. Treasury Bills:

0.065% due 04/17/14

$ 86,000 $ 85,999

0.046% due 06/05/14

242,000 241,991

0.086% due 06/12/14

2,448,000 2,447,902

Total short-term U.S. government and agency obligations (cost $2,775,556)

$ 2,775,892

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Australian Dollar Fx Currency Futures - CME, expires June 2014

75 $ 6,918,750 $ 192,985

†† Cash collateral in the amount of $152,625 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

73


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PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 558 $ 646

Expenses

Management fee

7,508

Brokerage commissions

380 362

Offering costs

10,110

Limitation by Sponsor

(334 )

Total expenses

7,888 10,138

Net investment income (loss)

(7,330 ) (9,492 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(27,427 ) (149,275 )

Short-term U.S. government and agency obligations

(95 )

Net realized gain (loss)

(27,427 ) (149,370 )

Change in net unrealized appreciation/depreciation on

Futures contracts

311,205 223,960

Short-term U.S. government and agency obligations

(77 ) (160 )

Change in net unrealized appreciation/depreciation

311,128 223,800

Net realized and unrealized gain (loss)

283,701 74,430

Net income (loss)

$ 276,371 $ 64,938

Net income (loss) per weighted-average share

$ 2.76 $ 0.65

Weighted-average shares outstanding

100,005 100,005

See accompanying notes to financial statements.

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PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 3,168,165

Net investment income (loss)

(7,330 )

Net realized gain (loss)

(27,427 )

Change in net unrealized appreciation/depreciation

311,128

Net income (loss)

276,371

Shareholders’ equity, at March 31, 2014

$ 3,444,536

See accompanying notes to financial statements.

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PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 276,371 $ 64,938

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(23,760 ) 24,750

Net sale (purchase) of short-term U.S. government and agency obligations

(59,530 ) (106,168 )

Change in unrealized appreciation/depreciation on investments

77 159

Decrease (Increase) in receivable on futures contracts

(2,853 ) 12,000

Decrease (Increase) in Limitation by Sponsor

(334 )

Change in offering cost

10,110

Increase (Decrease) in management fee payable

69

Increase (Decrease) in payable on futures contracts

22,982

Net cash provided by (used in) operating activities

190,374 28,437

Net increase (decrease) in cash

190,374 28,437

Cash, beginning of period

314,796 426,634

Cash, end of period

$ 505,170 $ 455,071

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 276,678 $ 49,723

Short-term U.S. government and agency obligations (Note 3) (cost $2,307,628 and $2,455,715, respectively)

2,307,737 2,455,863

Unrealized appreciation on foreign currency forward contracts

21,019 120,908

Total assets

2,605,434 2,626,494

Liabilities and shareholders’ equity

Liabilities

Management fee payable

2,117 2,721

Unrealized depreciation on foreign currency forward contracts

35 19,946

Total liabilities

2,152 22,667

Shareholders’ equity

Shareholders’ equity

2,603,282 2,603,827

Total liabilities and shareholders’ equity

$ 2,605,434 $ 2,626,494

Shares outstanding

100,014 100,014

Net asset value per share

$ 26.03 $ 26.03

Market value per share (Note 2)

$ 25.98 $ 25.98

See accompanying notes to financial statements.

77


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PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(89% of shareholders’ equity)

U.S. Treasury Bills:

0.061% due 06/05/14†

$ 638,000 $ 637,977

0.045% due 06/19/14†

467,000 466,974

0.060% due 08/07/14

1,203,000 1,202,786

Total short-term U.S. government and agency obligations (cost $2,307,628)

$ 2,307,737

Foreign Currency Forward Contracts^

Settlement Date Local Currency Notional Amount
at Value (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Euro with Goldman Sachs International

04/04/14 788,225 $ 1,085,855 $ 4,214

Euro with UBS AG

04/04/14 3,071,000 4,230,593 16,581

$ 20,795

Contracts to Sell

Euro with Goldman Sachs International

04/04/14 (51,500 ) $ (70,946 ) $ 224

Euro with UBS AG

04/04/14 (27,600 ) (38,021 ) (35 )

$ 189

All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 378 $ 676

Expenses

Management fee

6,042 11,400

Total expenses

6,042 11,400

Net investment income (loss)

(5,664 ) (10,724 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

85,136 (65,362 )

Short-term U.S. government and agency obligations

14

Net realized gain (loss)

85,136 (65,348 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(79,978 ) (221,155 )

Short-term U.S. government and agency obligations

(39 ) (22 )

Change in net unrealized appreciation/depreciation

(80,017 ) (221,177 )

Net realized and unrealized gain (loss)

5,119 (286,525 )

Net income (loss)

$ (545 ) $ (297,249 )

Net income (loss) per weighted-average share

$ (0.01 ) $ (1.49 )

Weighted-average shares outstanding

100,014 200,014

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 2,603,827

Net investment income (loss)

(5,664 )

Net realized gain (loss)

85,136

Change in net unrealized appreciation/depreciation

(80,017 )

Net income (loss)

(545 )

Shareholders’ equity, at March 31, 2014

$ 2,603,282

See accompanying notes to financial statements.

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PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (545 ) $ (297,249 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

148,087 68,002

Change in unrealized appreciation/depreciation on investments

80,017 221,177

Increase (Decrease) in management fee payable

(604 ) 3,545

Net cash provided by (used in) operating activities

226,955 (4,525 )

Net increase (decrease) in cash

226,955 (4,525 )

Cash, beginning of period

49,723 240,086

Cash, end of period

$ 276,678 $ 235,561

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 467,904 $ 28,116

Short-term U.S. government and agency obligations (Note 3) (cost $2,471,639 and $2,928,242, respectively)

2,471,851 2,928,556

Unrealized appreciation on foreign currency forward contracts

1,004 4,052

Total assets

2,940,759 2,960,724

Liabilities and shareholders’ equity

Liabilities

Management fee payable

2,383 2,337

Unrealized depreciation on foreign currency forward contracts

42,233 163,361

Total liabilities

44,616 165,698

Shareholders’ equity

Shareholders’ equity

2,896,143 2,795,026

Total liabilities and shareholders’ equity

$ 2,940,759 $ 2,960,724

Shares outstanding

150,014 150,014

Net asset value per share

$ 19.31 $ 18.63

Market value per share (Note 2)

$ 19.29 $ 18.61

See accompanying notes to financial statements.

82


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PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(85% of shareholders’ equity)

U.S. Treasury Bills:

0.086% due 06/12/14†

$ 1,355,000 $ 1,354,946

0.045% due 06/19/14

310,000 309,983

0.045% due 06/26/14

446,000 445,962

0.050% due 07/10/14†

361,000 360,960

Total short-term U.S. government and agency obligations (cost $2,471,639)

$ 2,471,851

Foreign Currency Forward Contracts^

Settlement Date Local Currency Notional Amount
at Value (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Yen with Goldman Sachs International

04/04/14 304,953,900 $ 2,954,426 $ (20,852 )

Yen with UBS AG

04/04/14 313,415,000 3,036,399 (21,381 )

$ (42,233 )

Contracts to Sell

Yen with Goldman Sachs International

04/04/14 (13,523,300 ) $ (131,016 ) $ 929

Yen with UBS AG

04/04/14 (6,832,900 ) (66,198 ) 75

$ 1,004

All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of March 31, 2014. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 435 $ 826

Expenses

Management fee

6,855 10,886

Total expenses

6,855 10,886

Net investment income (loss)

(6,420 ) (10,060 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(10,517 ) (1,217,971 )

Short-term U.S. government and agency obligations

76 42

Net realized gain (loss)

(10,441 ) (1,217,929 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

118,080 423,734

Short-term U.S. government and agency obligations

(102 ) (159 )

Change in net unrealized appreciation/depreciation

117,978 423,575

Net realized and unrealized gain (loss)

107,537 (794,354 )

Net income (loss)

$ 101,117 $ (804,414 )

Net income (loss) per weighted-average share

$ 0.67 $ (4.30 )

Weighted-average shares outstanding

150,014 187,236

See accompanying notes to financial statements.

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Table of Contents

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 2,795,026

Net investment income (loss)

(6,420 )

Net realized gain (loss)

(10,441 )

Change in net unrealized appreciation/depreciation

117,978

Net income (loss)

101,117

Shareholders’ equity, at March 31, 2014

$ 2,896,143

See accompanying notes to financial statements.

85


Table of Contents

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 101,117 $ (804,414 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

456,603 1,052,825

Change in unrealized appreciation/depreciation on investments

(117,978 ) (423,575 )

Increase (Decrease) in management fee payable

46 3,411

Net cash provided by (used in) operating activities

439,788 (171,753 )

Cash flow from financing activities

Proceeds from addition of shares

1,323,474

Payment on shares redeemed

(1,180,652 )

Net cash provided by (used in) financing activities

142,822

Net increase (decrease) in cash

439,788 (28,931 )

Cash, beginning of period

28,116 138,033

Cash, end of period

$ 467,904 $ 109,102

See accompanying notes to financial statements.

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PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 1,867,520 $ 4,333,752

Segregated cash balances with brokers for futures contracts

24,889,000 64,020,350

Short-term U.S. government and agency obligations (Note 3) (cost $94,147,330 and $207,628,319, respectively)

94,150,810 207,636,383

Receivable on open futures contracts

3,179,017

Total assets

120,907,330 279,169,502

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

8,562,195

Payable on open futures contracts

3,088,786

Management fee payable

86,075 208,753

Total liabilities

3,174,861 8,770,948

Shareholders’ equity

Shareholders’ equity

117,732,469 270,398,554

Total liabilities and shareholders’ equity

$ 120,907,330 $ 279,169,502

Shares outstanding

4,174,812 9,474,812

Net asset value per share

$ 28.20 $ 28.54

Market value per share (Note 2)

$ 28.10 $ 28.53

See accompanying notes to financial statements.

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PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(80% of shareholders’ equity)

U.S. Treasury Bills:

0.075% due 04/03/14

$ 380,000 $ 380,000

0.067% due 04/10/14

10,572,000 10,571,947

0.077% due 04/17/14

826,000 825,989

0.082% due 04/24/14

4,895,000 4,894,906

0.068% due 05/08/14

2,126,000 2,125,934

0.046% due 06/05/14

8,612,000 8,611,689

0.045% due 06/12/14

15,734,000 15,733,371

0.035% due 06/26/14

2,539,000 2,538,788

0.048% due 07/10/14

1,424,000 1,423,842

0.055% due 08/07/14

5,843,000 5,841,961

0.069% due 08/14/14

8,826,000 8,824,014

0.067% due 08/21/14

4,099,000 4,098,111

0.066% due 09/04/14

28,287,000 28,280,258

Total short-term U.S. government and agency obligations (cost $94,147,330)

$ 94,150,810

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

VIX Futures - CBOE, expires April 2014

3,998 $ 60,569,700 $ (3,342,385 )

VIX Futures - CBOE, expires May 2014

3,632 57,567,200 (1,684,580 )

$ (5,026,965 )

†† Cash collateral in the amount of $24,889,000 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

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Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 23,668 $ 24,328

Expenses

Management fee

377,465 351,671

Total expenses

377,465 351,671

Net investment income (loss)

(353,797 ) (327,343 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

15,779,707 (55,408,949 )

Short-term U.S. government and agency obligations

6,606 (1,762 )

Net realized gain (loss)

15,786,313 (55,410,711 )

Change in net unrealized appreciation/depreciation on

Futures contracts

11,625,721 (8,124,641 )

Short-term U.S. government and agency obligations

(4,584 ) (71 )

Change in net unrealized appreciation/depreciation

11,621,137 (8,124,712 )

Net realized and unrealized gain (loss)

27,407,450 (63,535,423 )

Net income (loss)

$ 27,053,653 $ (63,862,766 )

Net income (loss) per weighted-average share (Note 1)

$ 4.41 $ (23.44 )

Weighted-average shares outstanding (Note 1)

6,135,368 2,724,723

See accompanying notes to financial statements.

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Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 270,398,554

Addition of 1,475,000 shares

42,065,649

Redemption of 6,775,000 shares

(221,785,387 )

Net addition (redemption) of (5,300,000) shares

(179,719,738 )

Net investment income (loss)

(353,797 )

Net realized gain (loss)

15,786,313

Change in net unrealized appreciation/depreciation

11,621,137

Net income (loss)

27,053,653

Shareholders’ equity, at March 31, 2014

$ 117,732,469

See accompanying notes to financial statements.

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Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 27,053,653 $ (63,862,766 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

39,131,350 (32,971,498 )

Net sale (purchase) of short-term U.S. government and agency obligations

113,480,989 (8,875,959 )

Change in unrealized appreciation/depreciation on investments

4,584 71

Decrease (Increase) in receivable on futures contracts

3,179,017

Increase (Decrease) in management fee payable

(122,678 ) 142,555

Increase (Decrease) in payable on futures contracts

3,088,786 (29,068,833 )

Net cash provided by (used in) operating activities

185,815,701 (134,636,430 )

Cash flow from financing activities

Proceeds from addition of shares

42,065,649 197,130,250

Payment on shares redeemed

(230,347,582 ) (62,230,720 )

Net cash provided by (used in) financing activities

(188,281,933 ) 134,899,530

Net increase (decrease) in cash

(2,466,232 ) 263,100

Cash, beginning of period

4,333,752 2,989,958

Cash, end of period

$ 1,867,520 $ 3,253,058

See accompanying notes to financial statements.

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Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 1,019,417 $ 1,906,397

Segregated cash balances with brokers for futures contracts

9,129,600 8,454,390

Short-term U.S. government and agency obligations (Note 3) (cost $48,694,338 and $46,039,268, respectively)

48,695,771 46,040,233

Receivable on open futures contracts

100,734

Total assets

58,844,788 56,501,754

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

5,321,983

Payable on open futures contracts

1,009,664

Management fee payable

42,307 45,448

Total liabilities

1,051,971 5,367,431

Shareholders’ equity

Shareholders’ equity

57,792,817 51,134,323

Total liabilities and shareholders’ equity

$ 58,844,788 $ 56,501,754

Shares outstanding

3,125,005 2,650,005

Net asset value per share

$ 18.49 $ 19.30

Market value per share (Note 2)

$ 18.50 $ 19.29

See accompanying notes to financial statements.

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PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(84% of shareholders’ equity)

U.S. Treasury Bills:

0.071% due 04/10/14

$ 3,040,000 $ 3,039,985

0.066% due 04/17/14

164,000 163,998

0.077% due 05/01/14

2,053,000 2,052,957

0.086% due 05/08/14

58,000 57,998

0.045% due 05/22/14

2,282,000 2,281,935

0.045% due 06/12/14

5,198,000 5,197,792

0.037% due 06/26/14

6,316,000 6,315,472

0.050% due 07/10/14

18,548,000 18,545,939

0.057% due 08/07/14

3,780,000 3,779,328

0.069% due 08/14/14

3,328,000 3,327,251

0.067% due 08/21/14

2,464,000 2,463,466

0.071% due 09/04/14

1,470,000 1,469,650

Total short-term U.S. government and agency obligations (cost $48,694,338)

$ 48,695,771

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

VIX Futures - CBOE, expires July 2014

576 $ 9,763,200 $ (439,150 )

VIX Futures - CBOE, expires August 2014

1,099 19,067,650 (953,310 )

VIX Futures - CBOE, expires September 2014

1,099 19,507,250 (494,910 )

VIX Futures - CBOE, expires October 2014

524 9,458,200 (119,840 )

$ (2,007,210 )

†† Cash collateral in the amount of $9,129,600 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

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PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 5,328 $ 7,320

Expenses

Management fee

115,336 104,816

Total expenses

115,336 104,816

Net investment income (loss)

(110,008 ) (97,496 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(5,397,902 ) (10,260,171 )

Short-term U.S. government and agency obligations

483 486

Net realized gain (loss)

(5,397,419 ) (10,259,685 )

Change in net unrealized appreciation/depreciation on

Futures contracts

2,889,479 (406,019 )

Short-term U.S. government and agency obligations

468 (1,220 )

Change in net unrealized appreciation/depreciation

2,889,947 (407,239 )

Net realized and unrealized gain (loss)

(2,507,472 ) (10,666,924 )

Net income (loss)

$ (2,617,480 ) $ (10,764,420 )

Net income (loss) per weighted-average share

$ (0.91 ) $ (5.95 )

Weighted-average shares outstanding

2,872,505 1,808,616

See accompanying notes to financial statements.

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Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 51,134,323

Addition of 1,100,000 shares

21,263,524

Redemption of 625,000 shares

(11,987,550 )

Net addition (redemption) of 475,000 shares

9,275,974

Net investment income (loss)

(110,008 )

Net realized gain (loss)

(5,397,419 )

Change in net unrealized appreciation/depreciation

2,889,947

Net income (loss)

(2,617,480 )

Shareholders’ equity, at March 31, 2014

$ 57,792,817

See accompanying notes to financial statements.

95


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PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (2,617,480 ) $ (10,764,420 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(675,210 ) (9,121,501 )

Net sale (purchase) of short-term U.S. government and agency obligations

(2,655,070 ) 30,227,208

Change in unrealized appreciation/depreciation on investments

(468 ) 1,220

Decrease (Increase) in receivable on futures contracts

100,734 (211,350 )

Increase (Decrease) in management fee payable

(3,141 ) 20,663

Increase (Decrease) in payable on futures contracts

1,009,664 (1,890,675 )

Net cash provided by (used in) operating activities

(4,840,971 ) 8,261,145

Cash flow from financing activities

Proceeds from addition of shares

21,263,524 51,106,840

Payment on shares redeemed

(17,309,533 ) (60,144,511 )

Net cash provided by (used in) financing activities

3,953,991 (9,037,671 )

Net increase (decrease) in cash

(886,980 ) (776,526 )

Cash, beginning of period

1,906,397 2,063,715

Cash, end of period

$ 1,019,417 $ 1,287,189

See accompanying notes to financial statements.

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PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 3,547,934 $ 2,240,977

Segregated cash balances with brokers for futures contracts

134,046,000 107,101,750

Short-term U.S. government and agency obligations (Note 3) (cost $173,848,340 and $109,530,861, respectively)

173,853,508 109,533,487

Receivable from service provider

925,804

Receivable from capital shares sold

30,154,522 10,903,664

Total assets

342,527,768 229,779,878

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

24,525,510 3,356,803

Management fee payable

233,818 189,491

Total liabilities

24,759,328 3,546,294

Shareholders’ equity

Shareholders’ equity

317,768,440 226,233,584

Total liabilities and shareholders’ equity

$ 342,527,768 $ 229,779,878

Shares outstanding

5,270,099 3,372,389

Net asset value per share

$ 60.30 $ 67.08

Market value per share (Note 2)

$ 59.91 $ 67.12

See accompanying notes to financial statements.

97


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PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(55% of shareholders’ equity)

U.S. Treasury Bills:

0.075% due 04/03/14

$ 3,793,000 $ 3,792,998

0.068% due 04/10/14

5,109,000 5,108,974

0.087% due 04/17/14

6,764,000 6,763,910

0.091% due 05/08/14

6,000 6,000

0.045% due 06/19/14

5,780,000 5,779,683

0.035% due 06/26/14

11,665,000 11,664,025

0.054% due 08/07/14

7,121,000 7,119,734

0.069% due 08/14/14

2,808,000 2,807,368

0.063% due 09/04/14

130,842,000 130,810,816

Total short-term U.S. government and agency obligations (cost $173,848,340)

$ 173,853,508

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

VIX Futures - CBOE, expires April 2014

21,528 $ 326,149,200 $ (21,010,956 )

VIX Futures - CBOE, expires May 2014

19,566 310,121,100 (8,690,871 )

$ (29,701,827 )

†† Cash collateral in the amount of $134,046,000 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

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PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 21,276 $ 17,539

Expenses

Management fee

586,132 532,907

Brokerage commissions

519,447 557,337

Total expenses

1,105,579 1,090,244

Net investment income (loss)

(1,084,303 ) (1,072,705 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(3,546,304 ) (118,236,966 )

Swap agreements

(4,453,107 )

Short-term U.S. government and agency obligations

(914 ) 4,135

Net realized gain (loss)

(3,547,218 ) (122,685,938 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(5,691,916 ) (20,794,183 )

Swap agreements

(301,351 )

Short-term U.S. government and agency obligations

2,542 4,565

Change in net unrealized appreciation/depreciation

(5,689,374 ) (21,090,969 )

Net realized and unrealized gain (loss)

(9,236,592 ) (143,776,907 )

Net income (loss)

$ (10,320,895 ) $ (144,849,612 )

Net income (loss) per weighted-average share (Note 1)

$ (2.53 ) $ (250.49 )

Weighted-average shares outstanding (Note 1)

3,714,601 578,258

See accompanying notes to financial statements.

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PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 226,233,584

Addition of 4,775,000 shares (Note 1)

322,232,448

Redemption of 2,877,290 shares (Note 1)

(220,376,697 )

Net addition (redemption) of 1,897,710 shares (Note 1)

101,855,751

Net investment income (loss)

(1,084,303 )

Net realized gain (loss)

(3,547,218 )

Change in net unrealized appreciation/depreciation

(5,689,374 )

Net income (loss)

(10,320,895 )

Shareholders’ equity, at March 31, 2014

$ 317,768,440

See accompanying notes to financial statements.

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PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ (10,320,895 ) $ (144,849,612 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(26,944,250 ) (172,363,485 )

Net sale (purchase) of short-term U.S. government and agency obligations

(64,317,479 ) (21,339,348 )

Change in unrealized appreciation/depreciation on investments

(2,542 ) 296,786

Increase (Decrease) in management fee payable

44,327 304,837

Increase (Decrease) in payable on futures contracts

21,168,707 (30,704,802 )

Net cash provided by (used in) operating activities

(80,372,132 ) (368,655,624 )

Cash flow from financing activities

Proceeds from addition of shares

302,055,786 626,858,240

Payment on shares redeemed

(220,376,697 ) (257,521,767 )

Net cash provided by (used in) financing activities

81,679,089 369,336,473

Net increase (decrease) in cash

1,306,957 680,849

Cash, beginning of period

2,240,977 1,790,825

Cash, end of period

$ 3,547,934 $ 2,471,674

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 5,087,077 $ 2,153,370

Segregated cash balances with brokers for futures contracts

44,907,500 33,552,650

Short-term U.S. government and agency obligations (Note 3) (cost $169,484,257 and $105,554,675, respectively)

169,490,113 105,559,022

Receivable on open futures contracts

6,484,331 603,833

Total assets

225,969,021 141,868,875

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

12,370,194

Management fee payable

182,261 117,673

Total liabilities

12,552,455 117,673

Shareholders’ equity

Shareholders’ equity

213,416,566 141,751,202

Total liabilities and shareholders’ equity

$ 225,969,021 $ 141,868,875

Shares outstanding

3,450,040 2,100,040

Net asset value per share

$ 61.86 $ 67.50

Market value per share (Note 2)

$ 61.97 $ 67.47

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(79% of shareholders’ equity)

U.S. Treasury Bills:

0.073% due 04/03/14

$ 3,156,000 $ 3,155,998

0.068% due 04/10/14

6,065,000 6,064,970

0.070% due 04/17/14

12,309,000 12,308,836

0.084% due 04/24/14

6,658,000 6,657,872

0.081% due 05/01/14

4,968,000 4,967,897

0.047% due 05/08/14

2,760,000 2,759,915

0.059% due 05/22/14

12,906,000 12,905,634

0.043% due 06/12/14

6,104,000 6,103,756

0.049% due 06/19/14

23,815,000 23,813,694

0.046% due 06/26/14

13,164,000 13,162,899

0.050% due 07/10/14

22,266,000 22,263,526

0.053% due 08/07/14

1,477,000 1,476,737

0.068% due 08/14/14

1,688,000 1,687,620

0.069% due 08/21/14

4,573,000 4,572,008

0.070% due 08/28/14

8,909,000 8,906,972

0.061% due 09/04/14

38,691,000 38,681,779

Total short-term U.S. government and agency obligations (cost $169,484,257)

$ 169,490,113

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

VIX Futures - CBOE, expires April 2014

7,213 $ 109,276,950 $ 5,042,999

VIX Futures - CBOE, expires May 2014

6,554 103,880,900 3,040,200

$ 8,083,199

†† Cash collateral in the amount of $44,907,500 was pledged to cover margin requirements for open futures contracts as of March 31, 2014.

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 24,205 $ 9,265

Expenses

Management fee

503,918 137,663

Brokerage commissions

291,326 85,021

Total expenses

795,244 222,684

Net investment income (loss)

(771,039 ) (213,419 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

2,731,436 25,204,111

Short-term U.S. government and agency obligations

2,814 76

Net realized gain (loss)

2,734,250 25,204,187

Change in net unrealized appreciation/depreciation on

Futures contracts

(33,756 ) 3,775,891

Short-term U.S. government and agency obligations

1,509 (1,662 )

Change in net unrealized appreciation/depreciation

(32,247 ) 3,774,229

Net realized and unrealized gain (loss)

2,702,003 28,978,416

Net income (loss)

$ 1,930,964 $ 28,764,997

Net income (loss) per weighted-average share (Note 1)

$ 0.55 $ 20.30

Weighted-average shares outstanding (Note 1)

3,491,151 1,416,707

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 141,751,202

Addition of 2,850,000 shares (Note 1)

162,438,045

Redemption of 1,500,000 shares (Note 1)

(92,703,645 )

Net addition (redemption) of 1,350,000 shares (Note 1)

69,734,400

Net investment income (loss)

(771,039 )

Net realized gain (loss)

2,734,250

Change in net unrealized appreciation/depreciation

(32,247 )

Net income (loss)

1,930,964

Shareholders’ equity, at March 31, 2014

$ 213,416,566

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 1,930,964 $ 28,764,997

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(11,354,850 ) (342,005 )

Net sale (purchase) of short-term U.S. government and agency obligations

(63,929,582 ) 7,853,847

Change in unrealized appreciation/depreciation on investments

(1,509 ) 1,662

Decrease (Increase) in receivable on futures contracts

(5,880,498 ) 5,052,699

Increase (Decrease) in management fee payable

64,588 33,669

Net cash provided by (used in) operating activities

(79,170,887 ) 41,364,869

Cash flow from financing activities

Proceeds from addition of shares

162,438,045 129,929,850

Payment on shares redeemed

(80,333,451 ) (171,675,379 )

Net cash provided by (used in) financing activities

82,104,594 (41,745,529 )

Net increase (decrease) in cash

2,933,707 (380,660 )

Cash, beginning of period

2,153,370 2,236,726

Cash, end of period

$ 5,087,077 $ 1,856,066

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION

March 31, 2014
(unaudited)
December 31, 2013

Assets

Cash

$ 27,626,790 $ 23,390,732

Segregated cash balances with brokers for futures contracts

240,855,065 235,046,530

Short-term U.S. government and agency obligations (Note 3) (cost $2,666,448,930 and $2,846,340,077, respectively)

2,666,559,183 2,846,465,825

Unrealized appreciation on swap agreements

1,133,439 1,972,971

Unrealized appreciation on forward agreements

16,274,342 5,633,053

Unrealized appreciation on foreign currency forward contracts

6,143,557 31,593,879

Receivable from service provider

925,804

Receivable from capital shares sold

57,095,774 10,903,664

Receivable on open futures contracts

9,720,116 6,930,575

Total assets

3,026,334,070 3,161,937,229

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

32,043,078 37,227,491

Payable on open futures contracts

29,778,896 10,071,461

Management fee payable

2,362,502 2,522,868

Unrealized depreciation on swap agreements

878,278 2,360,565

Unrealized depreciation on forward agreements

70,148,433 11,533,711

Unrealized depreciation on foreign currency forward contracts

5,041,728 16,014,049

Total liabilities

140,252,915 79,730,145

Shareholders’ equity

Shareholders’ equity

2,886,081,155 3,082,207,084

Total liabilities and shareholders’ equity

$ 3,026,334,070 $ 3,161,937,229

Shares outstanding

76,245,339 79,426,103

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Investment Income

Interest

$ 405,191 $ 578,920

Expenses

Management fee

6,890,911 7,770,731

Brokerage commissions

885,519 707,993

Offering costs

30,330

Limitation by Sponsor

(2,982 )

Total expenses

7,776,430 8,506,072

Net investment income (loss)

(7,371,239 ) (7,927,152 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

21,662,791 (123,513,512 )

Swap agreements

4,137,137 24,526,446

Forward agreements

62,625,140 (224,015,494 )

Foreign currency forward contracts

(12,210,152 ) 92,653,284

Short-term U.S. government and agency obligations

42,481 19,135

Net realized gain (loss)

76,257,397 (230,330,141 )

Change in net unrealized appreciation/depreciation on

Futures contracts

8,735,680 (27,784,632 )

Swap agreements

642,755 (14,022,860 )

Forward agreements

(47,973,433 ) 136,479,951

Foreign currency forward contracts

(14,478,001 ) (8,365,949 )

Short-term U.S. government and agency obligations

(15,495 ) (53,962 )

Change in net unrealized appreciation/depreciation

(53,088,494 ) 86,252,548

Net realized and unrealized gain (loss)

23,168,903 (144,077,593 )

Net income (loss)

$ 15,797,664 $ (152,004,745 )

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

Shareholders’ equity, at December 31, 2013

$ 3,082,207,084

Addition of 26,637,500 shares (Note 1)

1,145,179,721

Redemption of 29,818,264 shares (Note 1)

(1,357,103,314 )

Net addition (redemption) of (3,180,764) shares

(211,923,593 )

Net investment income (loss)

(7,371,239 )

Net realized gain (loss)

76,257,397

Change in net unrealized appreciation/depreciation

(53,088,494 )

Net income (loss)

15,797,664

Shareholders’ equity, at March 31, 2014

$ 2,886,081,155

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(unaudited)

Three months ended
March 31, 2014
Three months ended
March 31, 2013

Cash flow from operating activities

Net income (loss)

$ 15,797,664 $ (152,004,745 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(5,808,535 ) (205,159,318 )

Net sale (purchase) of short-term U.S. government and agency obligations

179,891,147 172,143,542

Change in unrealized appreciation/depreciation on investments

61,824,174 (114,037,180 )

Decrease (Increase) in receivable on futures contracts

(2,789,541 ) 6,074,502

Decrease (Increase) in Limitation by Sponsor

(2,982 )

Change in offering cost

224,229

Increase (Decrease) in management fee payable

(160,366 ) 2,392,210

Increase (Decrease) in payable on futures contracts

19,707,435 (65,326,745 )

Increase (Decrease) in payable for offering costs

(193,900 )

Net cash provided by (used in) operating activities

268,461,978 (355,890,387 )

Cash flow from financing activities

Proceeds from addition of shares

1,098,061,807 1,424,812,564

Payment on shares redeemed

(1,362,287,727 ) (1,068,314,461 )

Net cash provided by (used in) financing activities

(264,225,920 ) 356,498,103

Net increase (decrease) in cash

4,236,058 607,716

Cash, beginning of period

23,390,732 19,959,356

Cash, end of period

$ 27,626,790 $ 20,567,072

See accompanying notes to financial statements.

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PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

March 31, 2014

(unaudited)

NOTE 1 – ORGANIZATION

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (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 March 31, 2014, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); (ii) ProShares Short Euro (the “Short Euro Fund”); (iii) ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”). 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 Leveraged Fund, Short Euro Fund, Geared VIX Fund or Matching VIX Fund. The Shares of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund are listed on the New York Stock Exchange Archipelago (“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 registered shares for thirty-two additional series: (i) ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (collectively, the “Short Funds”); (ii) ProShares UltraShort VIX Short-Term Futures ETF, ProShares Ultra VIX Mid-Term Futures ETF, ProShares Short VIX Mid-Term Futures ETF and ProShares UltraShort VIX Mid-Term Futures ETF (collectively, the “New Geared VIX Funds”); (iii) ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy (each, a “Managed Futures Fund” and collectively, the “Managed Futures Funds”); (iv) ProShares Financial Managed Futures Strategy; (v) ProShares UltraPro Australian Dollar, ProShares Short Australian Dollar, ProShares UltraPro Short Australian Dollar, ProShares UltraPro Canadian Dollar, ProShares Ultra Canadian Dollar, ProShares Short Canadian Dollar, ProShares UltraShort Canadian Dollar, ProShares UltraPro Short Canadian Dollar, ProShares UltraPro Euro, ProShares UltraPro Short Euro, ProShares UltraPro Swiss Franc, ProShares Ultra Swiss Franc, ProShares Short Swiss Franc, ProShares UltraShort Swiss Franc, ProShares UltraPro Short Swiss Franc, ProShares UltraPro Yen, ProShares Short Yen and ProShares UltraPro Short Yen; and (vi) ProShares UltraPro U.S. Dollar, ProShares Ultra U.S. Dollar, ProShares Short U.S. Dollar, ProShares UltraShort U.S. Dollar and ProShares UltraPro Short U.S. Dollar (collectively, the “Currency Index Funds”). The thirty-two additional series were never publicly offered and their registration has subsequently been terminated. Thus, as of March 31, 2014, the only Funds that have registered amounts are the twenty-one series of the Trust that have commenced investment operations.

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 DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS 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,” or “Ultra 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.

Each “Short” Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results (before fees and expenses) that

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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 two times (2x) 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 the performance of its corresponding benchmark. Daily performance is measured from the calculation of one NAV to the next.

Each of the Funds generally invests in Financial Instruments (i.e., instruments whose value is derived from the value of an underlying asset, rate or index, 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 commodity futures index, commodity, currency or exchange rate, equity volatility index or applicable commodity or financial futures contracts. Financial Instruments also are used to produce economically “inverse”, “inverse leveraged” or “leveraged” investment results for the Geared Funds.

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., -1x, -2x or 2x) of the period return of the corresponding benchmark and will likely differ significantly. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

Share Splits and Reverse Share Splits

The table below includes Share splits and reverse Share splits for the Funds during the three months ended March 31, 2014 and year ended December 31, 2013. 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 DJ-UBS Natural Gas June 10, 2013 1-for-4 reverse Share split June 10, 2013
ProShares Ultra Silver January 21, 2014 1-for-4 reverse Share split January 24, 2014
ProShares VIX Short-Term Futures ETF June 10, 2013 1-for-5 reverse Share split June 10, 2013
ProShares Ultra VIX Short-Term Futures ETF June 10, 2013 1-for-10 reverse Share split June 10, 2013
ProShares Ultra VIX Short-Term Futures ETF January 21, 2014 1-for-4 reverse Share split January 24, 2014
ProShares Short VIX Short-Term Futures ETF January 21, 2014 2-for-1 Share split January 24, 2014

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of ProShares UltraShort DJ-UBS Natural Gas, ProShares Ultra Silver, ProShares VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF, 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 split was applied retroactively for all periods presented, increasing the number of Shares outstanding for ProShares Short VIX Short-Term Futures ETF, and resulted in a proportionate decrease in the price per Share and per Share information of such Fund. Therefore, the split did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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”).

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 (the “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 for the year ended December 31, 2013, as filed with the SEC on March 3, 2014.

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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 and disclosures in these financial statements. 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, 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.

In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. The Trust and each Fund meet the requirements to be classified as an investment company and follows the accounting and reporting guidance in FASB Topic 946.

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 March 31, 2014, and represents non-segregated cash with the custodian and does not include short-term investments.

Final Net Asset Value for Fiscal Period

The times of the calculation of the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX Funds’ final net asset value for creation and redemption of fund Shares for the three months ended March 31, 2014 were as follows. All times are Eastern Standard Time:

NAV Calculation Time

NAV Calculation Date

UltraShort Silver, Ultra Silver 7:00 A.M. March 31
UltraShort Gold, Ultra Gold 10:00 A.M. March 31
UltraShort DJ-UBS Crude Oil, Ultra DJ-UBS Crude Oil 2:30 P.M. March 31
UltraShort DJ-UBS Natural Gas, Ultra DJ-UBS Natural Gas 2:30 P.M. March 31
UltraShort DJ-UBS Commodity, Ultra DJ-UBS Commodity 3:00 P.M. March 31
UltraShort Australian Dollar, Ultra Australian Dollar 4:00 P.M. March 31
Short Euro, UltraShort Euro, Ultra Euro 4:00 P.M. March 31
UltraShort Yen, Ultra Yen 4:00 P.M. March 31
VIX Short-Term Futures ETF, Ultra VIX Short-Term Futures ETF, Short VIX Short-Term Futures ETF 4:15 P.M. March 31
VIX Mid-Term Futures ETF 4:15 P.M. March 31

Although the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX 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 three months ended March 31, 2014.

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.

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For financial reporting purposes, the Leveraged Funds, the Short Euro Fund, and the VIX 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 Leveraged Funds’, the Short Euro Fund’s and VIX Funds’ final creation/redemption NAV for the three months ended March 31, 2014.

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 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 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. 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. 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 Leveraged Funds’, the Short Euro Fund’s and the VIX Funds’ policies are intended to result in a calculation of a Leveraged Fund’s, the Short Euro Fund’s or a VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, a Leveraged Fund, the Short Euro Fund or a VIX 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 a Leveraged Fund, the Short Euro Fund or a 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.

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:

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.

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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.

The following table summarizes the valuation of investments at March 31, 2014 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

UltraShort DJ-UBS Commodity

$ 2,486,733 $ $ $ $ 102,269 $ 2,589,002

UltraShort DJ-UBS Crude Oil

288,258,596 (6,264,314 ) (692,931 ) 281,301,351

UltraShort DJ-UBS Natural Gas

56,753,250 4,479,320 61,232,570

UltraShort Gold

105,840,656 16,860 8,531,762 114,389,278

UltraShort Silver

67,188,850 5,330 7,742,580 74,936,760

Short Euro

6,227,257 47,900 6,275,157

UltraShort Australian Dollar

19,227,467 (1,221,879 ) 18,005,588

UltraShort Euro

414,310,854 (3,724,310 ) 410,586,544

UltraShort Yen

400,736,540 4,846,384 405,582,924

Ultra DJ-UBS Commodity

2,410,896 (114,128 ) 2,296,768

Ultra DJ-UBS Crude Oil

112,053,990 2,109,314 959,951 115,123,255

Ultra DJ-UBS Natural Gas

18,277,978 (1,851,411 ) 16,426,567

Ultra Gold

148,339,252 (16,860 ) (12,010,072 ) 136,312,320

Ultra Silver

530,701,182 (5,330 ) (58,138,361 ) 472,557,491

Ultra Australian Dollar

2,775,892 192,985 2,968,877

Ultra Euro

2,307,737 20,984 2,328,721

Ultra Yen

2,471,851 (41,229 ) 2,430,622

VIX Short-Term Futures ETF

94,150,810 (5,026,965 ) 89,123,845

VIX Mid-Term Futures ETF

48,695,771 (2,007,210 ) 46,688,561

Ultra VIX Short-Term Futures ETF

173,853,508 (29,701,827 ) 144,151,681

Short VIX Short-Term Futures ETF

169,490,113 8,083,199 177,573,312

Total Trust

$ 2,666,559,183 $ (31,160,888 ) $ (53,874,091 ) $ 1,101,829 $ 255,161 $ 2,582,881,194

* 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 March 31, 2014, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

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

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The following table summarizes the valuation of investments at December 31, 2013 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

UltraShort DJ-UBS Commodity

$ 3,453,890 $ $ $ $ (27,665 ) $ 3,426,225

UltraShort DJ-UBS Crude Oil

247,584,623 (1,232,773 ) (2,332,900 ) 244,018,950

UltraShort DJ-UBS Natural Gas

18,274,713 1,042,300 19,317,013

UltraShort Gold

148,988,329 14,520 5,633,053 154,635,902

UltraShort Silver

114,826,066 14,200 (2,227,857 ) 112,612,409

Short Euro

7,902,056 (33,231 ) 7,868,825

UltraShort Australian Dollar

24,198,507 917,605 25,116,112

UltraShort Euro

437,847,159 (13,748,507 ) 424,098,652

UltraShort Yen

558,597,264 29,386,684 587,983,948

Ultra DJ-UBS Commodity

2,816,688 15,078 2,831,766

Ultra DJ-UBS Crude Oil

137,435,610 626,661 1,957,893 140,020,164

Ultra DJ-UBS Natural Gas

58,921,011 (3,656,539 ) 55,264,472

Ultra Gold

140,880,950 (14,560 ) (6,812,974 ) 134,053,416

Ultra Silver

467,868,976 (14,200 ) (2,492,880 ) 465,361,896

Ultra Australian Dollar

2,716,439 (118,220 ) 2,598,219

Ultra Euro

2,455,863 100,962 2,556,825

Ultra Yen

2,928,556 (159,309 ) 2,769,247

VIX Short-Term Futures ETF

207,636,383 (16,652,686 ) 190,983,697

VIX Mid-Term Futures ETF

46,040,233 (4,896,689 ) 41,143,544

Ultra VIX Short-Term Futures ETF

109,533,487 (24,009,911 ) 85,523,576

Short VIX Short-Term Futures ETF

105,559,022 8,116,955 113,675,977

Total Trust

$ 2,846,465,825 $ (39,896,568 ) $ (5,900,658 ) $ 15,579,830 $ (387,594 ) $ 2,815,860,835

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments as presented in the Form 10-K for the year ended December 31, 2013. Only current day’s variation margin is reported within the Statements of Financial Condition as presented in the Form 10-K for the year ended December 31, 2013 in receivable/payable on open futures.

At December 31, 2013, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

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. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

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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 or similar securities 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). For the three months ended March 31, 2014 and 2013, the Sponsor paid, and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds.

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.

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 and/or used as collateral for a Fund’s trading in futures and 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 objective 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.

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 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.

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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 effected. The initial margin is segregated as cash 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. 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 and forward 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.

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 or an Ultra Fund, the Matching VIX Fund or Ultra Fund would be entitled to settlement payments in the event the benchmark increases and would be required to make payments to the swap counterparties in the event 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 or an UltraShort Fund, the Short Fund or UltraShort Fund would be required to make payments to the swap counterparties in the event the benchmark increases and would be entitled to settlement payments in the event 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

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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.

The Trust, on behalf of a Fund, may enter into agreements with certain counterparties for derivative transactions. 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 the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into 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 (commodity price 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 March 31, 2014 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. 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 owes the Fund, subject to certain 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 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 March 31, 2014, 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 contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

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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. However, the Dodd-Frank Act provides for significant reforms of the OTC derivatives markets, including a requirement to execute most forward contracts on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. 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. 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 March 31, 2014, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

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 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.

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Fair Value of Derivative Instruments

as of March 31, 2014

Asset 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

Commodities Contracts

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

ProShares UltraShort DJ-UBS Commodity

$ 102,269

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

ProShares UltraShort DJ-UBS Crude Oil

$ 7,028,464 *

ProShares UltraShort DJ-UBS Crude Oil

71,219

ProShares Ultra DJ-UBS Commodity

114,128

ProShares UltraShort DJ-UBS Natural Gas

4,479,320 *

ProShares Ultra DJ-UBS Natural Gas

1,851,411 *

ProShares UltraShort Gold

8,548,622 *

ProShares Ultra Gold

12,026,932 *

ProShares UltraShort Silver

7,747,910 *

ProShares Ultra Silver

58,143,691 *

ProShares Ultra DJ-UBS Crude Oil

3,069,265 *

Foreign Exchange Contracts

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

ProShares Short Euro

47,900 *

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

ProShares UltraShort Australian Dollar

1,221,879 *

ProShares UltraShort Yen

6,121,534

ProShares Ultra Australian Dollar

192,985 *

ProShares UltraShort Euro

3,724,310

ProShares UltraShort Yen

1,275,150

ProShares Ultra Euro

21,019

ProShares Ultra Euro

35

ProShares Ultra Yen

1,004

ProShares Ultra Yen

42,233

VIX Futures Contracts

Receivables on open futures contracts

ProShares Short VIX Short-Term Futures ETF

8,083,199 *

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

5,026,965 *

ProShares VIX Mid-Term Futures ETF

2,007,210 *

ProShares Ultra VIX Short-Term Futures ETF

29,701,827 *

Total Trust

$ 38,486,246 *

Total Trust

$ 122,164,235 *

* 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


Table of Contents

Fair Value of Derivative Instruments

as of December 31, 2013

Asset 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

Commodities Contracts

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

ProShares UltraShort DJ-UBS Natural Gas

$ 1,042,300 *

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

ProShares UltraShort DJ-UBS Commodity

$ 27,665

ProShares UltraShort Gold

5,647,573 *

ProShares UltraShort DJ-UBS Crude Oil

3,565,673 *

ProShares UltraShort Silver

14,200 *

ProShares UltraShort Silver

2,227,857 *

ProShares Ultra DJ-UBS Commodity

15,078

ProShares Ultra DJ-UBS Natural Gas

3,656,539 *

ProShares Ultra DJ-UBS Crude Oil

2,584,554 *

ProShares Ultra Gold

6,827,534 *

ProShares Ultra Silver

2,507,080 *

Foreign Exchange Contracts

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

ProShares UltraShort Australian Dollar

917,605 *

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

ProShares Short Euro

33,231 *

ProShares UltraShort Euro

151,351

ProShares UltraShort Euro

13,899,858

ProShares UltraShort Yen

31,317,568

ProShares UltraShort Yen

1,930,884

ProShares Ultra Euro

120,908

ProShares Ultra Australian Dollar

118,220 *

ProShares Ultra Yen

4,052

ProShares Ultra Euro

19,946

ProShares Ultra Yen

163,361

VIX Futures Contracts

Receivables on open futures contracts

ProShares Short VIX Short-Term Futures ETF

8,116,955 *

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

16,652,686 *

ProShares VIX Mid-Term Futures ETF

4,896,689 *

ProShares Ultra VIX Short-Term Futures ETF

24,009,911 *

Total Trust

$ 49,932,144 *

Total Trust

$ 80,537,134 *

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments as presented in the Form 10-K for the year ended December 31, 2013. Only current day’s variation margin is reported within the Statements of Financial Condition as presented in the Form 10-K for the year ended December 31, 2013 in receivable/payable on open futures contracts.

122


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2014

Derivatives not accounted

for as hedging instruments

Location of Gain or

(Loss) on Derivatives
Recognized in Income

Fund

Realized Gain
or (Loss) on
Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation or
Depreciation on
Derivatives
Recognized in
Income

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 UltraShort DJ-UBS Commodity

$ (635,695 ) $ 129,934

ProShares UltraShort DJ-UBS Crude Oil

(12,278,001 ) (3,391,572 )

ProShares UltraShort DJ-UBS Natural Gas

(9,215,034 ) 3,437,020

ProShares UltraShort Gold

(22,149,687 ) 2,901,049

ProShares UltraShort Silver

(12,614,405 ) 9,961,567

ProShares Ultra DJ-UBS Commodity

537,342 (129,206 )

ProShares Ultra DJ-UBS Crude Oil

21,193,668 484,711

ProShares Ultra DJ-UBS Natural Gas

16,803,375 1,805,128

ProShares Ultra Gold

23,433,620 (5,199,398 )

ProShares Ultra Silver

73,955,572 (55,636,611 )

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

(66,588 ) 81,131

ProShares UltraShort Australian Dollar

(78,609 ) (2,139,484 )

ProShares UltraShort Euro

(12,182,041 ) 10,024,197

ProShares UltraShort Yen

(102,730 ) (24,540,300 )

ProShares Ultra Australian Dollar

(27,427 ) 311,205

ProShares Ultra Euro

85,136 (79,978 )

ProShares Ultra Yen

(10,517 ) 118,080

VIX Futures Contracts

Net realized gain (loss) on futures contracts and swap agreements/changes in unrealized appreciation/depreciation on futures contracts and swap agreements

ProShares VIX Short-Term Futures ETF

15,779,707 11,625,721

ProShares VIX Mid-Term Futures ETF

(5,397,902 ) 2,889,479

ProShares Ultra VIX Short-Term Futures ETF

(3,546,304 ) (5,691,916 )

ProShares Short VIX Short-Term Futures ETF

2,731,436 (33,756 )

Total Trust

$ 76,214,916 $ (53,072,999 )

123


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2013

Derivatives not accounted for as
hedging instruments

Location of Gain or (Loss) on
Derivatives

Recognized in Income

Fund

Realized Gain
or
(Loss) on
Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation or
Depreciation on
Derivatives
Recognized in
Income

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 UltraShort DJ-UBS Commodity

$ 308,498 $ (241,421 )

ProShares UltraShort DJ-UBS Crude Oil

(6,125,158 ) (1,500,109 )

ProShares UltraShort DJ-UBS Natural Gas

(1,773,421 ) (3,905,888 )

ProShares UltraShort Gold

12,883,467 (6,992,788 )

ProShares UltraShort Silver

29,204,512 (19,064,897 )

ProShares Ultra DJ-UBS Commodity

(508,897 ) 421,315

ProShares Ultra DJ-UBS Crude Oil

66,564,325 (28,737,943 )

ProShares Ultra DJ-UBS Natural Gas

5,748,194 17,861,568

ProShares Ultra Gold

(50,415,205 ) 24,891,118

ProShares Ultra Silver

(215,688,548 ) 137,646,238

Foreign Exchange 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 Short Euro

(8,000 ) 116,769

ProShares UltraShort Australian Dollar

112,030 (195,160 )

ProShares UltraShort Euro

(2,949,680 ) 26,813,021

ProShares UltraShort Yen

96,886,297 (35,381,549 )

ProShares Ultra Australian Dollar

(149,275 ) 223,960

ProShares Ultra Euro

(65,362 ) (221,155 )

ProShares Ultra Yen

(1,217,971 ) 423,734

VIX Futures 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 VIX Short-Term Futures ETF

(55,408,949 ) (8,124,641 )

ProShares VIX Mid-Term Futures ETF

(10,260,171 ) (406,019 )

ProShares Ultra VIX Short-Term Futures ETF

(122,690,073 ) (21,095,534 )

ProShares Short VIX Short-Term Futures ETF

25,204,111 3,775,891

Total Trust

$ (230,349,276 ) $ 86,306,510

124


Table of Contents

Offsetting Assets and Liabilities

The Funds are subject to master netting agreements or similar arrangements that allow for amounts owed between the Funds 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 Statement 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 Statement 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 March 31, 2014 and December 31, 2013:

Fair Values of Derivative Instruments as of March 31, 2014

Assets Liabilities
Gross Gross
Amounts of Amounts of
Recognized Net Amounts of Recognized Gross Net Amounts of
Assets Gross Amounts Assets Liabilities Amounts Liabilities
presented in Offset in the presented in presented in Offset in the presented in
the Statement Statement of the Statement the Statement Statement of the Statement
of Financial Financial of Financial of Financial Financial of Financial
Conditions Conditions Conditions Conditions Conditions Conditions

ProShares UltraShort DJ-UBS Commodity

Swap agreements

$ 102,269 $ $ 102,269 $ $ $

ProShares UltraShort DJ-UBS Crude Oil

Futures contracts*

345,825 345,825

Swap agreements

71,219 71,219 764,150 764,150

ProShares UltraShort DJ-UBS Natural Gas

Futures contracts*

2,752,495 2,752,495

ProShares UltraShort Gold

Forward agreements

8,531,762 8,531,762

Futures contracts*

2,100 2,100

ProShares UltraShort Silver

Forward agreements

7,742,580 7,742,580

Futures contracts*

440 440

ProShares Short Euro

Futures contracts*

12,300 12,300

ProShares UltraShort Australian Dollar

Futures contracts*

89,099 89,099

ProShares UltraShort Euro

Foreign currency forward contracts

3,724,310 3,724,310

ProShares UltraShort Yen

Foreign currency forward contracts

6,121,534 6,121,534 1,275,150 1,275,150

ProShares Ultra DJ-UBS Commodity

Swap agreements

114,128 114,128

ProShares Ultra DJ-UBS Crude Oil

Futures contracts*

121,862 121,862

Swap agreements

959,951 959,951

ProShares Ultra DJ-UBS Natural Gas

Futures contracts*

1,050,517 1,050,517

ProShares Ultra Gold

Forward agreements

12,010,072 12,010,072

Futures contracts*

2,200 2,200

ProShares Ultra Silver

Forward agreements

58,138,361 58,138,361

Futures contracts*

380 380

ProShares Ultra Australian Dollar

Futures contracts*

13,503 13,503

ProShares Ultra Euro

Foreign currency forward contracts

21,019 21,019 35 35

ProShares Ultra Yen

Foreign currency forward contracts

1,004 1,004 42,233 42,233

ProShares VIX Short-Term Futures ETF

Futures contracts*

3,088,786 3,088,786

ProShares VIX Mid-Term Futures ETF

Futures contracts*

1,009,664 1,009,664

ProShares Ultra VIX Short-Term Futures ETF

Futures contracts*

24,525,510 24,525,510

ProShares Short VIX Short-Term Futures ETF

Futures contracts*

6,484,331 6,484,331

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

125


Table of Contents

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the deriviative-related investments at March 31, 2014. 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 un-collateralized 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 “Account for Derivative Instruments”.

Gross Amounts Not Offset in the Statement of Financial Condition

Amounts of Recognized
Assets / (Liabilities)
presented in the
Statement 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 UltraShort DJ-UBS Commodity

Deutsche Bank AG

$ 39,020 $ $ $ 39,020

Goldman Sachs International

50,319 50,319

UBS AG

12,930 12,930

ProShares UltraShort DJ-UBS Crude Oil

Deutsche Bank AG

(72,184 ) 72,184

Goldman Sachs & Co.

345,825 345,825

Goldman Sachs International

(543,435 ) 543,435

Societe Generale S.A.

71,219 (71,219 )

UBS AG

(148,531 ) 148,531

ProShares UltraShort DJ-UBS Natural Gas

Goldman Sachs & Co.

2,752,495 2,752,495

ProShares UltraShort Gold

Deutsche Bank AG

4,557,728 (4,200,000 ) 357,728

Goldman Sachs & Co.

2,100 2,100

Goldman Sachs International

1,618,593 (1,508,282 ) 110,311

Societe Generale S.A.

827,157 (827,157 )

UBS AG

1,528,284 (1,442,325 ) 85,959

ProShares UltraShort Silver

Deutsche Bank AG

3,858,673 (3,858,673 )

Goldman Sachs & Co.

(440 ) 440

Goldman Sachs International

1,401,484 (1,401,484 )

Societe Generale S.A.

920,983 (920,983 )

126


Table of Contents

UBS AG

1,561,440 (1,561,440 )

ProShares Short Euro

RBC Capital Markets

(12,300 ) 12,300

ProShares UltraShort Australian Dollar

RBC Capital Markets

(89,099 ) 89,099

ProShares UltraShort Euro

Goldman Sachs International

(1,698,852 ) 1,698,852

UBS AG

(2,025,458 ) 2,025,458

ProShares UltraShort Yen

Goldman Sachs International

3,209,960 (739,761 ) 2,470,199

Goldman Sachs International

(874,876 ) 874,876

UBS AG

2,911,574 (915,232 ) 1,996,342

UBS AG

(400,274 ) 400,274

ProShares Ultra DJ-UBS Commodity

Deutsche Bank AG

(49,579 ) 49,579

Goldman Sachs International

(40,052 ) 40,052

UBS AG

(24,497 ) 24,497

ProShares Ultra DJ-UBS Crude Oil

Deutsche Bank AG

136,953 136,953

Goldman Sachs & Co.

121,862 121,862

Goldman Sachs International

289,177 (289,177 )

Societe Generale S.A.

89,308 (89,308 )

UBS AG

444,513 (342,234 ) 102,279

ProShares Ultra DJ-UBS Natural Gas

Goldman Sachs & Co.

(1,050,517 ) 1,050,517

ProShares Ultra Gold

Deutsche Bank AG

(6,314,073 ) 6,314,073

Goldman Sachs & Co.

(2,200 ) 2,200

Goldman Sachs International

(2,340,133 ) 2,340,133

Societe Generale S.A.

(1,128,141 ) 1,128,141

UBS AG

(2,227,725 ) 2,227,725

ProShares Ultra Silver

Deutsche Bank AG

(30,257,024 ) 30,257,024

Goldman Sachs & Co.

(380 ) 380

Goldman Sachs International

(11,457,887 ) 11,457,887

Societe Generale S.A.

(5,025,453 ) 5,025,453

UBS AG

(11,397,997 ) 11,397,997

ProShares Ultra Australian Dollar

RBC Capital Markets

13,503 13,503

ProShares Ultra Euro

Goldman Sachs International

4,438 4,438

UBS AG

16,581 16,581

UBS AG

(35 ) 35

ProShares Ultra Yen

Goldman Sachs International

929 929

Goldman Sachs International

(20,852 ) 20,852

UBS AG

75 75

UBS AG

(21,381 ) 21,381

ProShares VIX Short-Term Futures ETF

RBC Capital Markets

(3,088,786 ) 3,088,786

ProShares VIX Mid-Term Futures ETF

RBC Capital Markets

(1,009,664 ) 1,009,664

ProShares Ultra VIX Short-Term Futures ETF

RBC Capital Markets

(24,525,510 ) 24,525,510

ProShares Short VIX Short-Term Futures ETF

RBC Capital Markets

6,484,331 6,484,331

127


Table of Contents

Fair Values of Derivative Instruments as of December 31, 2013

Assets Liabilities
Gross
Amounts of
Recognized

Assets
presented in
the Statement
of Financial
Conditions
Gross Amounts
Offset in the
Statement of
Financial
Conditions
Net Amounts of
Assets
presented in
the Statement
of Financial
Conditions
Gross
Amounts of
Recognized
Liabilities
presented in
the Statement
of Financial
Conditions
Gross
Amounts
Offset in the
Statement of
Financial
Conditions
Net Amounts of
Liabilities
presented in
the Statement
of Financial
Conditions

ProShares UltraShort DJ-UBS Commodity

Swap agreements

$ $ $ $ 27,665 $ 27,665

ProShares UltraShort DJ-UBS Crude Oil

Futures contracts*

1,503,943 1,503,943

Swap agreements

2,332,900 2,332,900

ProShares UltraShort DJ-UBS Natural Gas

Futures contracts*

1,520,548 1,520,548

ProShares UltraShort Gold

Forward agreements

5,633,053 5,633,053

Futures contracts*

300 300

ProShares UltraShort Silver

Forward agreements

2,227,857 2,227,857

Futures contracts*

2,450 2,450

ProShares Short Euro

Futures contracts*

9,100 9,100

ProShares UltraShort Australian Dollar

Futures contracts*

86,166 86,166

ProShares UltraShort Euro

Foreign currency forward contracts

151,351 151,351 13,899,858 13,899,858

ProShares UltraShort Yen

Foreign currency forward contracts

31,317,568 31,317,568 1,930,884 1,930,884

ProShares Ultra DJ-UBS Commodity

Swap agreements

15,078 15,078

ProShares Ultra DJ-UBS Crude Oil

Futures contracts*

997,210 997,210

Swap agreements

1,957,893 1,957,893

ProShares Ultra DJ-UBS Natural Gas

Futures contracts*

5,628,532 5,628,532

ProShares Ultra Gold

Forward agreements

6,812,974 6,812,974

Futures contracts*

300 300

ProShares Ultra Silver

Forward agreements

2,492,880 2,492,880

Futures contracts*

2,450 2,450

ProShares Ultra Australian Dollar

Futures contracts*

10,650 10,650

ProShares Ultra Euro

Foreign currency forward contracts

120,908 120,908 19,946 19,946

ProShares Ultra Yen

Foreign currency forward contracts

4,052 4,052 163,361 163,361

ProShares VIX Short-Term Futures ETF

Futures contracts*

3,179,017 3,179,017

ProShares VIX Mid-Term Futures ETF

Futures contracts*

100,734 100,734

ProShares Ultra VIX Short-Term Futures ETF

Futures contracts*

3,356,803 3,356,803

ProShares Short VIX Short-Term Futures ETF

Futures contracts*

603,833 603,833

* Current day’s variation margin is reported within the Statements of Financial Condition as presented in the Form 10-K for the year ended December 31, 2013 in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments as presented in the Form 10-K for the year ended December 31, 2013.

128


Table of Contents

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the deriviative-related investments at December 31, 2013. 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 “Account for Derivative Instruments”.

Gross Amounts Not Offset in the Statement of Financial Condition

Amounts of Recognized
Assets / (Liabilities)
presented in the
Statement 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 UltraShort DJ-UBS Commodity

Deutsche Bank AG

$ (11,710 ) $ 11,710 $ $

Goldman Sachs International

(12,945 ) 12,945

UBS AG

(3,010 ) 3,010

ProShares UltraShort DJ-UBS Crude Oil

Deutsche Bank AG

(570,114 ) 570,114

Goldman Sachs & Co.

1,503,943 1,503,943

Goldman Sachs International

(632,990 ) 632,990

Societe Generale S.A.

(402,586 ) 402,586

UBS AG

(727,210 ) 727,210

ProShares UltraShort DJ-UBS Natural Gas

Goldman Sachs & Co.

1,520,548 1,520,548

ProShares UltraShort Gold

Deutsche Bank AG

2,258,281 (2,258,281 )

Goldman Sachs & Co.

300 300

Goldman Sachs International

1,411,290 (1,411,290 )

Societe Generale S.A.

665,044 (665,044 )

UBS AG

1,298,438 (1,298,438 )

ProShares UltraShort Silver

Deutsche Bank AG

(445,752 ) 445,752

Goldman Sachs & Co.

2,450 2,450

Goldman Sachs International

(1,257,636 ) 1,257,636

Societe Generale S.A.

(7,359 ) 7,359

UBS AG

(517,110 ) 517,110

ProShares Short Euro

RBC Capital Markets

9,100 9,100

129


Table of Contents

ProShares UltraShort Australian Dollar

RBC Capital Markets

(86,166 ) 86,166

ProShares UltraShort Euro

Goldman Sachs International

64,104 64,104

Goldman Sachs International

(6,820,802 ) 6,820,802

UBS AG

87,247 87,247

UBS AG

(7,079,056 ) 7,079,056

ProShares UltraShort Yen

Goldman Sachs International

15,716,318 (13,635,426 ) 2,080,892

Goldman Sachs International

(884,849 ) 884,849

UBS AG

15,601,250 (14,004,926 ) 1,596,324

UBS AG

(1,046,035 ) 1,046,035

ProShares Ultra DJ-UBS Commodity

Deutsche Bank AG

6,454 6,454

Goldman Sachs International

4,974 4,974

UBS AG

3,650 3,650

ProShares Ultra DJ-UBS Crude Oil

Deutsche Bank AG

622,117 (622,117 )

Goldman Sachs & Co.

(997,210 ) 997,210

Goldman Sachs International

576,723 (576,723 )

Societe Generale S.A.

275,816 (275,816 )

UBS AG

483,237 (483,237 )

ProShares Ultra DJ-UBS Natural Gas

Goldman Sachs & Co.

(5,628,532 ) 4,630,277 (998,255 )

ProShares Ultra Gold

Deutsche Bank AG

(3,543,937 ) 3,543,937

Goldman Sachs & Co.

(300 ) 300

Goldman Sachs International

(1,327,335 ) 1,327,335

Societe Generale S.A.

(785,038 ) 785,038

UBS AG

(1,156,664 ) 1,156,664

ProShares Ultra Silver

Deutsche Bank AG

(350,663 ) 350,663

Goldman Sachs & Co.

(2,450 ) 2,450

Goldman Sachs International

(1,345,433 ) 1,345,433

Societe Generale S.A.

(28,581 ) 28,581

UBS AG

(768,203 ) 768,203

ProShares Ultra Australian Dollar

RBC Capital Markets

10,650 10,650

ProShares Ultra Euro

Goldman Sachs International

56,991 56,991

Goldman Sachs International

(19,770 ) 19,770

UBS AG

63,917 63,917

UBS AG

(176 ) 176

ProShares Ultra Yen

Goldman Sachs International

2,462 2,462

Goldman Sachs International

(78,309 ) 78,309

UBS AG

1,590 1,590

UBS AG

(85,052 ) 85,052

ProShares VIX Short-Term Futures ETF

RBC Capital Markets

3,179,017 3,179,017

ProShares VIX Mid-Term Futures ETF

RBC Capital Markets

100,734 100,734

ProShares Ultra VIX Short-Term Futures ETF

RBC Capital Markets

(3,356,803 ) 3,356,803

ProShares Short VIX Short-Term Futures ETF

RBC Capital Markets

603,833 603,833

130


Table of Contents

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 did not and will not charge its fee in the first year of operation of each Fund in an amount equal to the offering costs. The Sponsor reimbursed 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 services as commodity pool operator, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays the fees and expenses of the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent and any index licensors for the Funds, the routine operational, administrative and other ordinary expenses of each Fund, 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 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. For the three months ended March 31, 2014 and 2013, the Sponsor paid and is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds. Each Fund incurs and pays its non-recurring and unusual fees and expenses.

The Administrator

The Sponsor and the Trust, for itself and on behalf of each Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds, and 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.

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Routine Operational, Administrative and Other Ordinary Expenses

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, fees and expenses of the Administrator, Custodian, Distributor, PDI, Transfer Agent, accounting and auditing fees and expenses, 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, FINRA filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10% per annum of the NAV 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 which 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. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

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 did not charge its Management Fee in the first year of operations of the UltraShort DJ-UBS Natural Gas Fund, Ultra DJ-UBS Natural Gas Fund, Ultra Australian Dollar Fund, UltraShort Australian Dollar Fund, Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund in an amount equal to the offering costs. The Sponsor reimbursed each Fund, with the exception of each Matching VIX Fund, to the extent that its offering costs exceeded 0.95% of its average daily NAV for the first year of operations. The Sponsor reimbursed each Matching VIX Fund to the extent its offering costs exceeded 0.85% of its average daily NAV for the 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 dictated 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 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 $500 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% 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.

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Transaction fees for the three months ended March 31, 2014, which are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Fund Three Months Ended
March 31, 2014

UltraShort DJ-UBS Commodity

$

UltraShort DJ-UBS Crude Oil

84,579

UltraShort DJ-UBS Natural Gas

12,693

UltraShort Gold

13,380

UltraShort Silver

26,753

Short Euro

UltraShort Australian Dollar

UltraShort Euro

UltraShort Yen

Ultra DJ-UBS Commodity

Ultra DJ-UBS Crude Oil

69,573

Ultra DJ-UBS Natural Gas

7,640

Ultra Gold

5,009

Ultra Silver

23,470

Ultra Australian Dollar

Ultra Euro

Ultra Yen

VIX Short-Term Futures ETF

VIX Mid-Term Futures ETF

Ultra VIX Short-Term Futures ETF

133,954

Short VIX Short-Term Futures ETF

31,300

Total Trust

$ 408,351

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NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended March 31, 2014:

For the Three Months Ended March 31, 2014 (unaudited)

Per Share Operating Performance

UltraShort
DJ-UBS
Commodity
UltraShort
DJ-UBS
Crude Oil
UltraShort
DJ-UBS
Natural Gas
UltraShort
Gold
UltraShort
Silver
Short Euro UltraShort
Australian
Dollar

Net asset value, at December 31, 2013

$ 63.2936 $ 31.7301 $ 69.9635 $ 103.5180 $ 89.7820 $ 35.5867 $ 46.6384

Net investment income (loss)

(0.1332 ) (0.0690 ) (0.1225 ) (0.1979 ) (0.1773 ) (0.0799 ) (0.1073 )

Net realized and unrealized gain (loss)

(8.4288 ) (3.1766 ) (25.9326 ) (15.0246 ) (6.8730 ) 0.0037 (4.2001 )

Change in net asset value from operations

(8.5620 ) (3.2456 ) (26.0551 ) (15.2225 ) (7.0503 ) (0.0762 ) (4.3074 )

Net asset value, at March 31, 2014

$ 54.7316 $ 28.4845 $ 43.9084 $ 88.2955 $ 82.7317 $ 35.5105 $ 42.3310

Market value per share, at December 31, 2013†

$ 58.41 $ 31.58 $ 69.36 $ 103.53 $ 90.19 $ 35.66 $ 46.66

Market value per share, at March 31, 2014†

$ 55.25 $ 28.54 $ 43.71 $ 89.45 $ 84.24 $ 35.58 $ 42.27

Total Return, at net asset value^

(13.5 )% (10.2 )% (37.2 )% (14.7 )% (7.9 )% (0.2 )% (9.2 )%

Total Return, at market value^

(5.4 )% (9.6 )% (37.0 )% (13.6 )% (6.6 )% (0.2 )% (9.4 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.97 )% (1.17 )% (0.95 )% (0.95 )% (0.96 )% (1.01 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.91 )% (0.91 )% (1.12 )% (0.89 )% (0.89 )% (0.91 )% (0.95 )%

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 March 31, 2014.
** Percentages are annualized.

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For the Three Months Ended March 31, 2014 (unaudited)

Per Share Operating Performance

UltraShort
Euro
UltraShort
Yen
Ultra DJ-UBS
Commodity
Ultra DJ-UBS
Crude Oil
Ultra DJ-UBS
Natural Gas
Ultra Gold Ultra Silver

Net asset value, at December 31, 2013

$ 17.0613 $ 70.8640 $ 19.4317 $ 32.0899 $ 38.8383 $ 41.2553 $ 63.3305

Net investment income (loss)

(0.0373 ) (0.1459 ) (0.0464 ) (0.0712 ) (0.1183 ) (0.1060 ) (0.1535 )

Net realized and unrealized gain (loss)

(0.0976 ) (3.1017 ) 2.7213 2.6074 6.4173 5.8746 2.0543

Change in net asset value from operations

(0.1349 ) (3.2476 ) 2.6749 2.5362 6.2990 5.7686 1.9008

Net asset value, at March 31, 2014

$ 16.9264 $ 67.6164 $ 22.1066 $ 34.6261 $ 45.1373 $ 47.0239 $ 65.2313

Market value per share, at December 31, 2013†

$ 17.06 $ 70.91 $ 19.13 $ 32.22 $ 39.28 $ 41.26 $ 63.04

Market value per share, at March 31, 2014†

$ 16.93 $ 67.62 $ 21.51 $ 34.56 $ 45.32 $ 46.34 $ 64.12

Total Return, at net asset value^

(0.8 )% (4.6 )% 13.8 % 7.9 % 16.2 % 14.0 % 3.0 %

Total Return, at market value^

(0.8 )% (4.6 )% 12.4 % 7.3 % 15.4 % 12.3 % 1.7 %

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.95 )% (0.98 )% (1.11 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.88 )% (0.88 )% (0.91 )% (0.92 )% (1.06 )% (0.91 )% (0.90 )%

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 March 31, 2014.
** Percentages are annualized.

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For the Three Months Ended March 31, 2014 (unaudited)

Per Share Operating Performance

Ultra
Australian
Dollar
Ultra Euro Ultra Yen VIX
Short-
Term
Futures
ETF
VIX Mid-
Term
Futures
ETF
Ultra VIX
Short-Term
Futures
ETF
Short VIX
Short-Term
Futures
ETF

Net asset value, at December 31, 2013

$ 31.6801 $ 26.0346 $ 18.6318 $ 28.5387 $ 19.2959 $ 67.0841 $ 67.4993

Net investment income (loss)

(0.0733 ) (0.0566 ) (0.0428 ) (0.0577 ) (0.0383 ) (0.2919 ) (0.2209 )

Net realized and unrealized gain (loss)#

2.8368 0.0512 0.7168 (0.2803 ) (0.7639 ) (6.4957 ) (5.4192 )

Change in net asset value from operations

2.7635 (0.0054 ) 0.6740 (0.3380 ) (0.8022 ) (6.7876 ) (5.6401 )

Net asset value, at March 31, 2014

$ 34.4436 $ 26.0292 $ 19.3058 $ 28.2007 $ 18.4937 $ 60.2965 $ 61.8592

Market value per share, at December 31, 2013†

$ 31.61 $ 25.98 $ 18.61 $ 28.53 $ 19.29 $ 67.12 $ 67.47

Market value per share, at March 31, 2014†

$ 34.46 $ 25.98 $ 19.29 $ 28.10 $ 18.50 $ 59.91 $ 61.97

Total Return, at net asset value^

8.7 % 0.0 %*** 3.6 % (1.2 )% (4.2 )% (10.1 )% (8.4 )%

Total Return, at market value^

9.0 % 0.0 %*** 3.7 % (1.5 )% (4.1 )% (10.7 )% (8.2 )%

Ratios to Average Net Assets**

Expense ratio

(1.00 )% (0.95 )% (0.95 )% (0.85 )% (0.85 )% (1.79 )% (1.50 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.85 )% (0.85 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.93 )% (0.89 )% (0.89 )% (0.80 )% (0.81 )% (1.76 )% (1.45 )%

# 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 March 31, 2014.
** Percentages are annualized.
*** Amount represents less than 0.01%.

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Selected data for a Share outstanding throughout the three months ended March 31, 2013:

For the Three Months Ended March 31, 2013 (unaudited)

Per Share Operating Performance

UltraShort
DJ-UBS
Commodity
UltraShort
DJ-UBS
Crude Oil
UltraShort DJ-
UBS Natural
Gas*
UltraShort
Gold
UltraShort
Silver
Short Euro UltraShort
Australian
Dollar

Net asset value, at December 31, 2012

$ 54.1021 $ 40.3079 $ 102.1402 $ 63.8688 $ 51.3951 $ 37.6285 $ 37.8081

Net investment income (loss)

(0.1143 ) (0.0850 ) (0.2565 ) (0.1428 ) (0.1068 ) (0.0840 ) (0.0867 )

Net realized and unrealized gain (loss)

1.1149 (3.7437 ) (30.0196 ) 4.1421 2.7733 1.0874 (0.8315 )

Change in net asset value from operations

1.0006 (3.8287 ) (30.2761 ) 3.9993 2.6665 1.0034 (0.9182 )

Net asset value, at March 31, 2013

$ 55.1027 $ 36.4792 $ 71.8641 $ 67.8681 $ 54.0616 $ 38.6319 $ 36.8899

Market value per share, at December 31, 2012†

$ 51.64 $ 40.44 $ 101.64 $ 62.60 $ 50.07 $ 37.64 $ 37.74

Market value per share, at March 31, 2013†

$ 51.14 $ 36.62 $ 72.24 $ 68.01 $ 55.02 $ 38.65 $ 36.41

Total Return, at net asset value^

1 .8 % (9.5 )% (29.6 )% 6.3 % 5.2 % 2.7 % (2.4 )%

Total Return, at market value^

(1.0 )% (9.4 )% (28.9 )% 8.6 % 9.9 % 2.7 % (3.5 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.97 )% (1.21 )% (0.95 )% (0.95 )% (0.96 )% (0.99 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.86 )% (0.90 )% (1.15 )% (0.88 )% (0.87 )% (0.91 )% (0.94 )%

* See Note 1 of these Notes to Financial Statements.
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 March 31, 2013.
** Percentages are annualized.

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For the Three Months Ended March 31, 2013 (unaudited)

Per Share Operating Performance

UltraShort
Euro
UltraShort
Yen
Ultra DJ-UBS
Commodity
Ultra DJ-UBS
Crude Oil
Ultra DJ-UBS
Natural Gas
Ultra Gold Ultra Silver*

Net asset value, at December 31, 2012

$ 19.0172 $ 50.7577 $ 24.3875 $ 29.3941 $ 39.0490 $ 83.7634 $ 171.8906

Net investment income (loss)

(0.0411 ) (0.1244 ) (0.0535 ) (0.0674 ) (0.1040 ) (0.1744 ) (0.3644 )

Net realized and unrealized gain (loss)

1.0374 8.3770 (0.7240 ) 2.3426 11.3070 (6.4032 ) (17.6120 )

Change in net asset value from operations

0.9963 8.2526 (0.7775 ) 2.2752 11.2030 (6.5776 ) (17.9764 )

Net asset value, at March 31, 2013

$ 20.0135 $ 59.0103 $ 23.6100 $ 31.6693 $ 50.2520 $ 77.1858 $ 153.9142

Market value per share, at December 31, 2012†

$ 19.01 $ 50.77 $ 23.93 $ 29.32 $ 39.24 $ 85.34 $ 176.40

Market value per share, at March 31, 2013†

$ 20.00 $ 59.00 $ 23.92 $ 31.56 $ 49.95 $ 77.01 $ 151.00

Total Return, at net asset value^

5.2 % 16.3 % (3.2 )% 7.7 % 28.7 % (7.9 )% (10.5 )%

Total Return, at market value^

5.2 % 16.2 % 0.0 % *** 7.6 % 27.3 % (9.8 )% (14.4 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.95 )% (0.97 )% (1.13 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.88 )% (0.88 )% (0.89 )% (0.90 )% (1.06 )% (0.88 )% (0.87 )%

* See Note 1 of these Notes to Financial Statements.
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 March 31, 2013.
** Percentages are annualized.
*** Amount represents less than 0.01%.

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For the Three Months Ended March 31, 2013 (unaudited)

Per Share Operating Performance

Ultra
Australian
Dollar
Ultra Euro Ultra Yen VIX Short-
Term Futures
ETF*
VIX Mid-
Term Futures
ETF
Ultra VIX
Short-Term
Futures ETF*
Short VIX
Short-Term
Futures ETF*

Net asset value, at December 31, 2012

$ 41.4986 $ 24.3499 $ 28.1840 $ 83.9374 $ 34.7003 $ 805.2711 $ 33.0649

Net investment income (loss)

(0.0949 ) (0.0536 ) (0.0537 ) (0.1201 ) (0.0539 ) (1.8551 ) (0.1506 )

Net realized and unrealized gain (loss)

0.7443 (1.4326 ) (4.3565 ) (29.6940 ) (8.2105 ) (500.3708 ) 13.1843

Change in net asset value from operations

0.6494 (1.4862 ) (4.4102 ) (29.8141 ) (8.2644 ) (502.2259 ) 13.0337

Net asset value, at March 31, 2013

$ 42.1480 $ 22.8637 $ 23.7738 $ 54.1233 $ 26.4359 $ 303.0453 $ 46.0986

Market value per share, at December 31, 2012†

$ 41.45 $ 24.32 $ 28.28 $ 85.05 $ 34.22 $ 836.00 $ 32.73

Market value per share, at March 31, 2013†

$ 42.55 $ 22.92 $ 23.69 $ 54.50 $ 26.43 $ 307.60 $ 45.54

Total Return, at net asset value^

1.6 % (6.1 )% (15.6 )% (35.5 )% (23.8 )% (62.4 )% 39.4 %

Total Return, at market value^

2.7 % (5.8 )% (16.2 )% (35.9 )% (22.8 )% (63.2 )% 39.2 %

Ratios to Average Net Assets**

Expense ratio

(0.99 )% (0.95 )% (0.95 )% (0.85 )% (0.85 )% (1.94 )% (1.54 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.85 )% (0.85 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.92 )% (0.89 )% (0.88 )% (0.79 )% (0.79 )% (1.91 )% (1.47 )%

* See Note 1 of these Notes to Financial Statements.
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 March 31, 2013.
** 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 the inverse (-1x), two times the inverse (-2x), or two times (2x) of the return of the Geared Fund’s benchmark for the period. A 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 and UltraShort Funds), as a result of daily rebalancing, the benchmark’s volatility and compounding. Longer holding periods, higher benchmark volatility, inverse exposure and greater leverage each affect the impact of compounding on a 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 Fund’s underlying benchmark. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

Each Ultra and UltraShort 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 Fund with a 2x multiple should be approximately two 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 a Short or UltraShort Fund is designed to return the inverse (-1x) or two times the inverse (-2x) 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 different risks than other 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. Daily objective geared funds, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be useful tools for investors who want to manage their exposure to various markets and market segments and who are willing to monitor and/or periodically rebalance their portfolios. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

While the Funds expect to meet their investment objectives, several factors may affect their ability to do so. Among these factors are: (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 benchmarks; (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 instruments traded 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; and (10) accounting standards.

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 or extreme market volatility 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., -1x, -2x or 2x, 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

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benchmark levels are volatile near the close of the trading day. In addition, 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

Certain of the Funds will use swap agreements and/or forward contracts as a means to achieve their respective investment objectives. Such Funds will use either swap agreements and/or forward contracts referencing their respective benchmarks. These Funds may also invest in other swap agreements or forward contracts if such instruments tend to exhibit trading prices or returns that correlate with the benchmark or a component of the benchmark and will further the investment objective of the Fund. Certain Funds may invest in swap agreements or forward contracts if position accountability rules or position limits are reached with respect to specific futures contracts or the market for a specific futures contract experiences emergencies ( e.g. , natural disaster, terrorist attack or an act of God) or disruptions ( e.g. , a trading halt or a flash crash) that prevent the Funds from obtaining the appropriate amount of investment exposure to the affected futures contract or certain other futures contracts. Although unlikely, those Funds, under these circumstances, could have 100% exposure to swap agreements or forward contracts.

Swap agreements and forward contracts are generally traded in OTC markets and have only recently become subject to regulation by the CFTC. CFTC rules, however, do not cover all types of swap agreements and forward contracts. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act (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.

The Funds will be subject to credit risk with respect to the counterparties to the derivatives contracts (whether a clearing corporation in the case of cleared instruments or another third party in the case of OTC uncleared instruments). Unlike in futures contracts, the counterparty to uncleared swap agreements or forward contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, a Fund is subject to credit risk with respect to the amount it expects to receive from counterparties to uncleared swaps and forward contracts 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 its 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.

OTC swaps or forward contracts are 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. 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 agreement 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 derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. 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.

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Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund.

The counterparty 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 house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the 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.

For example, because the UltraShort Funds and Ultra Funds 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 (for an UltraShort Fund or an UltraShort Fund) 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 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 or upward single-day or intraday movements in the benchmark of an UltraShort 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 August 2013 may specify an October 2013 expiration. For an Ultra Fund and a Matching VIX Fund, as that contract nears expiration, it may be replaced by selling the October 2013 contract and purchasing the contract expiring in December 2013. 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 October 2013 contract would take place at a price that is higher than the price at which the December 2013 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 or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort 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 and UltraShort Funds, and positively affect the Ultra 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

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maintain the constant weighted average maturity of the S&P 500 VIX Short-Term Futures Index or the S&P 500 VIX Mid-Term Futures Index (each a “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 historically exhibit 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. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

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. Management has determined that there are no material events that would require disclosure in the Trust’s or the Funds’ financial statements through this date.

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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” 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 (formerly known as the Commodities and Currencies Trust) (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 March 31, 2014, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); (ii) ProShares Short Euro (the “Short Euro Fund”); (iii) ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”). 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 Leveraged Fund, Short Euro Fund, Geared VIX Fund or Matching VIX Fund. The Shares of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund are listed on the New York Stock Exchange Archipelago (“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 Trust registered shares for thirty-two additional series: (i) ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (collectively, the “Short Funds”); (ii) ProShares UltraShort VIX Short-Term Futures ETF, ProShares Ultra VIX Mid-Term Futures ETF, ProShares Short VIX Mid-Term Futures ETF and ProShares UltraShort VIX Mid-Term Futures ETF (collectively, the “New Geared VIX Funds”); (iii) ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy (each, a “Managed Futures Fund” and collectively, the “Managed Futures Funds”); (iv) ProShares Financial Managed Futures Strategy; (v) ProShares UltraPro Australian Dollar, ProShares Short Australian Dollar, ProShares UltraPro Short Australian Dollar, ProShares UltraPro Canadian Dollar, ProShares Ultra Canadian Dollar, ProShares Short Canadian Dollar, ProShares UltraShort Canadian Dollar, ProShares UltraPro Short Canadian Dollar, ProShares UltraPro Euro, ProShares UltraPro Short Euro, ProShares UltraPro Swiss Franc, ProShares Ultra Swiss Franc, ProShares Short Swiss Franc, ProShares UltraShort Swiss Franc, ProShares UltraPro Short Swiss Franc, ProShares UltraPro Yen, ProShares Short Yen and ProShares UltraPro Short Yen; and (vi) ProShares UltraPro U.S. Dollar, ProShares Ultra U.S. Dollar, ProShares Short U.S. Dollar, ProShares UltraShort U.S. Dollar and ProShares UltraPro Short U.S. Dollar (collectively, the “Currency Index Funds”). The thirty-two additional series were never publicly offered and their registration has subsequently been terminated. Thus, as of March 31, 2014, the only Funds that have registered amounts are the twenty-one series of the Trust that have commenced investment operations.

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 DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares

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UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen.

Eight of the Funds, ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Euro and ProShares Ultra Yen commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares Ultra Gold and ProShares Ultra Silver, commenced trading on the NYSE Arca on December 3, 2008. Two of the Funds, ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF, commenced trading on the NYSE Arca on January 3, 2011. Two of the Funds, ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF commenced trading on the NYSE Arca on October 3, 2011. Two of the Funds, ProShares UltraShort DJ-UBS Natural Gas and ProShares Ultra DJ-UBS Natural Gas, commenced trading on the NYSE Arca on October 4, 2011. One of the Funds, ProShares Short Euro, commenced trading on the NYSE Arca on June 26, 2012. Two of the Funds, ProShares UltraShort Australian Dollar and ProShares Ultra Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012.

ProShare Capital Management LLC serves as the Trust’s Sponsor (the “Sponsor”) and 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,” or “Ultra 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.

Each of the Funds generally invests in Financial Instruments ( i.e. , instruments whose value is derived from the value of an underlying asset, rate or index, 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 commodity futures index, commodity, currency or exchange rate equity volatility index or applicable commodity or financial futures contracts. 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 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 two times (2x) the daily performance of its corresponding benchmark. Daily performance is measured from the calculation of one NAV to the next.

Each Geared Fund seeks investment results for a single day only, not for longer periods. A “single day” is measured from the time a Fund calculates its respective net asset value per Share (“NAV”) to the time of the Fund’s next NAV calculation. 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 -1x, -2x or 2x of the return of the index 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 are riskier than similarly benchmarked exchange-traded funds that are not geared. 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 Funds should actively manage and monitor their investments, as frequently as daily. The Geared VIX Funds do not seek to achieve their stated objective over a

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period greater than a single day. Each Matching VIX Fund seeks results (before fees and expenses), both over a single day and over time, 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 DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil and ProShares Ultra DJ-UBS Natural Gas each have a benchmark that is an index 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.

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 significant portion of the net assets 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 and each Fund’s trading in futures and 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 months ended March 31, 2014 and 2013, each of the Funds earned interest income as follows:

Fund

Interest Income
Three Months Ended
March 31, 2014
Interest Income
Three Months Ended
March 31, 2013

ProShares UltraShort DJ-UBS Commodity

$ 308 $ 725

ProShares UltraShort DJ-UBS Crude Oil

36,973 25,309

ProShares UltraShort DJ-UBS Natural Gas

6,683 2,401

ProShares UltraShort Gold

15,195 15,757

ProShares UltraShort Silver

12,957 22,355

ProShares Short Euro

1,046 514

ProShares UltraShort Australian Dollar

3,864 498

ProShares UltraShort Euro

69,357 87,230

ProShares UltraShort Yen

78,224 69,492

ProShares Ultra DJ-UBS Commodity

332 750

ProShares Ultra DJ-UBS Crude Oil

21,701 63,274

ProShares Ultra DJ-UBS Natural Gas

6,273 11,677

ProShares Ultra Gold

13,828 59,078

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Fund

Interest Income
Three Months Ended
March 31, 2014
Interest Income
Three Months Ended
March 31, 2013

ProShares Ultra Silver

62,602 159,260

ProShares Ultra Australian Dollar

558 646

ProShares Ultra Euro

378 676

ProShares Ultra Yen

435 826

ProShares VIX Short-Term Futures ETF

23,668 24,328

ProShares VIX Mid-Term Futures ETF

5,328 7,320

ProShares Ultra VIX Short-Term Futures ETF

21,276 17,539

ProShares Short VIX Short-Term Futures ETF

24,205 9,265

Each Fund’s underlying swaps, futures and 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).

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 the Fund’s benchmark at a specified date and price, should it hold such derivatives 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.

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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 recovery 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;

generally 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;

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

Off-Balance Sheet Arrangements and Contractual Obligations

As of May 8, 2014, 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 amount of payments 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. One officer of the Trust also serves as an officer and owner of the Sponsor.

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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 or 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 Leveraged Funds, the Short Euro Fund and the VIX 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 Leveraged Funds’, the Short Euro Fund’s and VIX Funds’ final creation/redemption NAV for the three months ended March 31, 2014.

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.

Derivatives ( e.g. , futures, swaps and forward agreements) 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.

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. See Note 2 in Item 1 of this Quarterly Report on Form 10-Q for further information.

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements 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.

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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 the brokerage commissions on the VIX futures contracts for the Matching VIX Funds.

Results of Operations for the Three Months Ended March 31, 2014 Compared to the Three Months Ended March 31, 2013

ProShares UltraShort DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 3,797,427 $ 3,245,965

NAV end of period

$ 3,283,730 $ 3,305,997

Percentage change in NAV

(13.5 )% 1.8 %

Shares outstanding beginning of period

59,997 59,997

Shares outstanding end of period

59,997 59,997

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 63.29 $ 54.10

Per share NAV end of period

$ 54.73 $ 55.10

Percentage change in per share NAV

(13.5 )% 1.8 %

Percentage change in benchmark

7.0 % (1.1 )%

Benchmark annualized volatility

9.8 % 8.2 %

During the three months ended March 31, 2014, 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 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2013 to March 31, 2014. By comparison, during the three months ended March 31, 2013, 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 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index during the three months ended March 31, 2013. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 13.5% for the three months ended March 31, 2014, as compared to the per Share NAV increase of 1.8% for the three months ended March 31, 2013, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $66.81 per Share and reached its low for the period on March 6, 2014 at $53.06 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 6, 2013 at $56.68 per Share and reached its low for the period on January 30, 2013 at $51.04 per Share.

The benchmark’s rise of 7.0% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 1.1% for the three months ended March 31, 2013, can be attributed to appreciation of the underlying components of the index during the three months ended March 31, 2014.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (7,991 ) $ (6,860 )

Management fee

8,299 7,585

Net realized gain (loss)

(635,695 ) 308,500

Change in net unrealized appreciation/depreciation

129,989 (241,608 )

Net income (loss)

$ (513,697 ) $ 60,032

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the Fund’s benchmark index from the three months ended March 31, 2013 to the three months ended March 31, 2014.

ProShares UltraShort DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 256,060,149 $ 89,481,266

NAV end of period

$ 318,170,803 $ 141,172,634

Percentage change in NAV

24.3 % 57.8 %

Shares outstanding beginning of period

8,069,944 2,219,944

Shares outstanding end of period

11,169,944 3,869,944

Percentage change in shares outstanding

38.4 % 74.3 %

Shares created

7,700,000 2,350,000

Shares redeemed

4,600,000 700,000

Per share NAV beginning of period

$ 31.73 $ 40.31

Per share NAV end of period

$ 28.48 $ 36.48

Percentage change in per share NAV

(10.2 )% (9.5 )%

Percentage change in benchmark

4.4 % 4.2 %

Benchmark annualized volatility

16.6 % 14.4 %

During the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 8,069,944 outstanding Shares at December 31, 2013 to 11,169,944 outstanding Shares at March 31, 2014. 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 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM . By comparison, during the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 2,219,944 outstanding Shares at December 31, 2012 to 3,869,944 outstanding Shares at March 31, 2013. 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 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM .

For the three months ended March 31, 2014 and 2013, 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 10.2% for the three months ended March 31, 2014, as compared to the decrease of 9.5% for the three months ended March 31, 2013, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

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During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $36.34 per Share and reached its low for the period on March 3, 2014 at $27.23 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 4, 2013 at $42.25 per Share and reached its low for the period on January 30, 2013 at $35.62 per Share.

The benchmark’s rise of 4.4% for the three months ended March 31, 2014, as compared to the benchmark’s rise of 4.2% for the three months ended March 31, 2013, can be attributed to a greater increase in the price of WTI Crude Oil during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (599,273 ) $ (321,310 )

Management fee

623,553 339,584

Brokerage commission

12,693 7,035

Net realized gain (loss)

(12,272,712 ) (6,125,829 )

Change in net unrealized appreciation/depreciation

(3,393,450 ) (1,501,047 )

Net income (loss)

$ (16,265,435 ) $ (7,948,186 )

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a greater increase in the price of WTI Crude Oil during the three months ended March 31, 2014.

ProShares UltraShort DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 22,734,767 $ 12,768,340

NAV end of period

$ 73,544,544 $ 25,153,019

Percentage change in NAV

223.5 % 97.0 %

Shares outstanding beginning of period

324,952 125,008

Shares outstanding end of period

1,674,952 350,008

Percentage change in shares outstanding

415.4 % 180.0 %

Shares created

2,100,000 237,500

Shares redeemed

750,000 12,500

Per share NAV beginning of period

$ 69.96 $ 102.14

Per share NAV end of period

$ 43.91 $ 71.86

Percentage change in per share NAV

(37.2 )% (29.6 )%

Percentage change in benchmark

12.0 % 15.0 %

Benchmark annualized volatility

56.7 % 31.2 %

During the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 324,952 outstanding Shares at December 31, 2013 to 1,674,952 outstanding Shares at March 31, 2014. 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 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM . By comparison, during the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 125,008 outstanding Shares at December 31, 2012 to 350,008 outstanding Shares at

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March 31, 2013. 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 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM .

For the three months ended March 31, 2014 and 2013, 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 37.2% for the three months ended March 31, 2014, as compared to the decrease of 29.6% for the three months ended March 31, 2013, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $76.82 per Share and reached its low for the period on February 4, 2014 at $36.07 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 9, 2013 at $116.80 per Share and reached its low for the period on March 27, 2013 at $70.36 per Share.

The benchmark’s rise of 12.0% for the three months ended March 31, 2014, as compared to the benchmark’s rise of 15.0% for the three months ended March 31, 2013, can be attributed to a lesser increase in the price of Henry Hub Natural Gas during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (155,585 ) $ (43,566 )

Management fee

131,806 36,143

Brokerage commission

30,462 9,824

Net realized gain (loss)

(9,212,982 ) (1,773,525 )

Change in net unrealized appreciation/depreciation

3,439,263 (3,906,112 )

Net income (loss)

$ (5,929,304 ) $ (5,723,203 )

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the price of Henry Hub Natural Gas in conjunction with a significant increase in shares outstanding during the three months ended March 31, 2014.

* 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 UltraShort DJ-UBS Natural Gas Fund.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 139,436,456 $ 92,416,742

NAV end of period

$ 114,517,274 $ 104,990,435

Percentage change in NAV

(17.9 )% 13.6 %

Shares outstanding beginning of period

1,346,978 1,446,978

Shares outstanding end of period

1,296,978 1,546,978

Percentage change in shares outstanding

(3.7 )% 6.9 %

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Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Shares created

300,000 250,000

Shares redeemed

350,000 150,000

Per share NAV beginning of period

$ 103.52 $ 63.87

Per share NAV end of period

$ 88.30 $ 67.87

Percentage change in per share NAV

(14.7 )% 6.3 %

Percentage change in benchmark

7.2 % (3.6 )%

Benchmark annualized volatility

14.4 % 11.3 %

During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,346,978 outstanding Shares at December 31, 2013 to 1,296,978 outstanding Shares at March 31, 2014. 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 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. By comparison, during the three months ended March 31, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 1,446,978 outstanding Shares at December 31, 2012 to 1,546,978 outstanding Shares at March 31, 2013. 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 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London.

For the three months ended March 31, 2014 and 2013, 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 14.7% for the three months ended March 31, 2014, as compared to the increase of 6.3% for the three months ended March 31, 2013, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 8, 2014 at $100.49 per Share and reached its low for the period on March 14, 2014 at $77.10 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on February 22, 2013 at $69.97 per Share and reached its low for the period on January 2, 2013 at $61.07 per Share.

The benchmark’s rise of 7.2% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 3.6% for the three months ended March 31, 2013, can be attributed to an increase in the price of spot gold in U.S. Dollar terms during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (250,373 ) $ (210,717 )

Management fee

265,552 226,458

Brokerage commission

16 16

Net realized gain (loss)

(22,148,192 ) 12,883,068

Change in net unrealized appreciation/depreciation

2,904,578 (6,991,988 )

Net income (loss)

$ (19,493,987 ) $ 5,680,363

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the price of spot gold in U.S. Dollar terms during the three months ended March 31, 2014.

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ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 112,989,686 $ 100,656,703

NAV end of period

$ 71,024,281 $ 105,879,128

Percentage change in NAV

(37.1 )% 5.2 %

Shares outstanding beginning of period

1,258,489 1,958,489

Shares outstanding end of period

858,489 1,958,489

Percentage change in shares outstanding

(31.8 )% 0.0 %

Shares created

550,000 600,000

Shares redeemed

950,000 600,000

Per share NAV beginning of period

$ 89.78 $ 51.40

Per share NAV end of period

$ 82.73 $ 54.06

Percentage change in per share NAV

(7.9 )% 5.2 %

Percentage change in benchmark

2.4 % (4.4 )%

Benchmark annualized volatility

21.4 % 23.4 %

During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,258,489 outstanding Shares at December 31, 2013 to 858,489 outstanding Shares at March 31, 2014. 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 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the three months ended March 31, 2013, 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 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 7.9% for the three months ended March 31, 2014, as compared to the increase of 5.2% for the three months ended March 31, 2013, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 3, 2014 at $91.17 per Share and reached its low for the period on February 24, 2014 at $68.80 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 1, 2013 at $56.91 per Share and reached its low for the period on January 23, 2013 at $43.72 per Share.

The benchmark’s rise of 2.4% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 4.4% for the three months ended March 31, 2013, can be attributed to an increase in the price of spot silver in U.S. Dollar terms during the three months ended March 31, 2014.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (191,211 ) $ (228,180 )

Management fee

204,160 250,527

Brokerage commission

8 8

Net realized gain (loss)

(12,612,864 ) 29,205,653

Change in net unrealized appreciation/depreciation

9,961,049 (19,068,251 )

Net income (loss)

$ (2,843,026 ) $ 9,909,222

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the price of spot silver in U.S. Dollar terms during the three months ended March 31, 2014.

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 8,896,842 $ 3,763,040

NAV end of period

$ 7,102,270 $ 3,863,386

Percentage change in NAV

(20.2 )% 2.7 %

Shares outstanding beginning of period

250,005 100,005

Shares outstanding end of period

200,005 100,005

Percentage change in shares outstanding

(20.0 )% 0.0 %

Shares created

Shares redeemed

50,000

Per share NAV beginning of period

$ 35.59 $ 37.63

Per share NAV end of period

$ 35.51 $ 38.63

Percentage change in per share NAV

(0.2 )% 2.7 %

Percentage change in benchmark

0.1 % (2.9 )%

Benchmark annualized volatility

6.0 % 8.6 %

During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,005 outstanding Shares at December 31, 2013 to 200,005 outstanding Shares at March 31, 2014. 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 the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the three months ended ended March 31, 2013, 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 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, 2012 to March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 decrease of 0.2% for the three months ended March 31, 2014, as compared to the increase of 2.7% for the period ended March 31, 2013, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 31, 2014 at $36.34 per Share and reached its low for the period on March 18, 2014 at $35.13 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $38.76 per Share and reached its low for the period on February 1, 2013 at $36.34 per Share.

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The benchmark’s rise of 0.1% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 2.9% for the three months ended March 31, 2013, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (16,599 ) $ (8,405 )

Management fee

17,406

Brokerage commission

239 116

Offering costs

10,110

Limitation by Sponsor

(1,307 )

Net realized gain (loss)

(66,330 ) (7,858 )

Change in net unrealized appreciation/depreciation

80,941 116,609

Net income (loss)

$ (1,988 ) $ 100,346

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the value of the Euro versus the U.S. Dollar during the three month ended March 31, 2014.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 27,983,279 $ 3,780,999

NAV end of period

$ 21,165,734 $ 3,689,176

Percentage change in NAV

(24.4 )% (2.4 )%

Shares outstanding beginning of period

600,005 100,005

Shares outstanding end of period

500,005 100,005

Percentage change in shares outstanding

(16.7 )% 0.0 %

Shares created

Shares redeemed

100,000

Per share NAV beginning of period

$ 46.64 $ 37.81

Per share NAV end of period

$ 42.33 $ 36.89

Percentage change in per share NAV

(9.2 )% (2.4 )%

Percentage change in benchmark

3.8 % 0.1 %

Benchmark annualized volatility

9.4 % 6.7 %

During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,005 outstanding Shares at December 31, 2013 to 500,005 outstanding Shares at March 31, 2014. 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 2x of the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. By comparison, during the three months ended March 31, 2013, the

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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 2x of the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. There was no net change in outstanding Shares from December 31, 2012 to March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 9.2% for the three months ended March 31, 2014, as compared to the decrease of 2.4% for the period ended March 31, 2013, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 24, 2014 at $48.83 per Share and reached its low for the period on March 31, 2014 at $42.33 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 4, 2013 at $38.76 per Share and reached its low for the period on January 10, 2013 at $36.24 per Share.

The benchmark’s rise of 3.8% for the three months ended March 31, 2014, as compared to the benchmark’s rise of 0.1% for the three months ended March 31, 2013, can be attributed to a greater increase in the value of the Australian Dollar versus the U.S. Dollar during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (59,178 ) $ (8,669 )

Management fee

59,260

Brokerage commission

3,782 398

Offering costs

10,110

Limitation by Sponsor

(1,341 )

Net realized gain (loss)

(78,205 ) 112,165

Change in net unrealized appreciation/depreciation

(2,139,899 ) (195,319 )

Net income (loss)

$ (2,277,282 ) $ (91,823 )

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a greater increase in the value of the Australian Dollar versus the U.S. Dollar during the three month ended March 31, 2014.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 418,001,115 $ 526,778,026

NAV end of period

$ 410,466,058 $ 516,348,251

Percentage change in NAV

(1.8 )% (2.0 )%

Shares outstanding beginning of period

24,500,014 27,700,014

Shares outstanding end of period

24,250,014 25,800,014

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Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Percentage change in shares outstanding

(1.0 )% (6.9 )%

Shares created

200,000 2,100,000

Shares redeemed

450,000 4,000,000

Per share NAV beginning of period

$ 17.06 $ 19.02

Per share NAV end of period

$ 16.93 $ 20.01

Percentage change in per share NAV

(0.8 )% 5.2 %

Percentage change in benchmark

0.1 % (2.9 )%

Benchmark annualized volatility

6.0 % 8.6 %

During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 24,500,014 outstanding Shares at December 31, 2013 to 24,250,014 outstanding Shares at March 31, 2014. 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 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted from a decrease from 27,700,014 outstanding Shares at December 31, 2012 to 25,800,014 outstanding Shares at March 31, 2013. 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 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended March 31, 2014 and 2013, 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 0.8% for the three months ended March 31, 2014, as compared to the per Share NAV increase of 5.2% for the three months ended March 31, 2013, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 31, 2014 at $17.71 per Share and reached its low for the period on March 18, 2014 at $16.56 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $20.16 per Share and reached its low for the period on February 1, 2013 at $17.72 per Share.

The benchmark’s rise of 0.1% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 2.9% for the three months ended March 31, 2013, can be attributed to a rise in the value of the Euro versus the U.S. Dollar during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (901,399 ) $ (1,093,113 )

Management fee

970,756 1,180,343

Net realized gain (loss)

(12,180,103 ) (2,950,073 )

Change in net unrealized appreciation/depreciation

10,013,710 26,812,281

Net income (loss)

$ (3,067,792 ) $ 22,769,095

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the value of the Euro versus the U.S. Dollar for the three months ended March 31, 2014.

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ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 588,121,516 $ 408,563,630

NAV end of period

$ 405,650,586 $ 472,040,826

Percentage change in NAV

(31.0 )% 15.5 %

Shares outstanding beginning of period

8,299,294 8,049,294

Shares outstanding end of period

5,999,294 7,999,294

Percentage change in shares outstanding

(27.7 )% (0.6 )%

Shares created

150,000 1,100,000

Shares redeemed

2,450,000 1,150,000

Per share NAV beginning of period

$ 70.86 $ 50.76

Per share NAV end of period

$ 67.62 $ 59.01

Percentage change in per share NAV

(4.6 )% 16.3 %

Percentage change in benchmark

2.0 % (7.9 )%

Benchmark annualized volatility

8.2 % 12.3 %

During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 8,299,294 outstanding Shares at December 31, 2013 to 5,999,294 outstanding Shares at March 31, 2014. 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 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the three months ended March 31, 2013, 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 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. The increase in the Fund’s NAV was offset by a decrease from 8,049,294 outstanding Shares at December 31, 2012 to 7,999,294 outstanding Shares at March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 4.6% for the three months ended March 31, 2014, as compared to the per Share NAV increase of 16.3% for the three months ended March 31, 2013, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 3, 2014 at $70.17 per Share and reached its low for the period on February 3, 2014 at $64.95 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 11, 2013 at $61.78 per Share and reached its low for the period on January 8, 2013 at $51.09 per Share.

The benchmark’s rise of 2.0% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 7.9% for the three months ended March 31, 2013, can be attributed to an increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended March 31, 2014.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (950,309 ) $ (935,606 )

Management fee

1,028,533 1,005,098

Net realized gain (loss)

(94,384 ) 96,885,635

Change in net unrealized appreciation/depreciation

(24,542,413 ) (35,385,357 )

Net income (loss)

$ (25,587,106 ) $ 60,564,672

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended March 31, 2014.

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 2,915,034 $ 6,097,211

NAV end of period

$ 3,316,304 $ 4,722,331

Percentage change in NAV

13.8 % (22.5 )%

Shares outstanding beginning of period

150,014 250,014

Shares outstanding end of period

150,014 200,014

Percentage change in shares outstanding

0.0 % (20.0 )%

Shares created

Shares redeemed

50,000

Per share NAV beginning of period

$ 19.43 $ 24.39

Per share NAV end of period

$ 22.11 $ 23.61

Percentage change in per share NAV

13.8 % (3.2 )%

Percentage change in benchmark

7.0 % (1.1 )%

Benchmark annualized volatility

9.8 % 8.2 %

During the three months ended March 31, 2014, 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 2x of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2013 to March 31, 2014. By comparison, during the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,014 outstanding shares at December 31, 2012 to 200,014 outstanding Shares at March 31, 2013. 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 2x of the daily performance of the Dow Jones-UBS Commodity Index.

For the three months ended March 31, 2014 and 2013, 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 13.8% for the three months ended March 31, 2014, as compared to the decrease of 3.2% for the three months ended March 31, 2013, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 6, 2014 at $22.88 per Share and reached its low for the period on January 9, 2014 at $18.38 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 30, 2013 at $25.72 per Share and reached its low for the period on March 6, 2013 at $23.05 per Share.

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The benchmark’s rise of 7.0% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 1.1% for the three months ended March 31, 2013, can be attributed to an appreciation of the underlying components of the index during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (6,957 ) $ (11,629 )

Management fee

7,289 12,379

Net realized gain (loss)

537,342 (508,881 )

Change in net unrealized appreciation/depreciation

(129,115 ) 421,243

Net income (loss)

$ 401,270 $ (99,267 )

The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the Fund’s benchmark index from the three months ended March 31, 2013 to the three months ended March 31, 2014.

ProShares Ultra DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 142,773,429 $ 483,508,964

NAV end of period

$ 102,118,128 $ 326,167,332

Percentage change in NAV

(28.5 )% (32.5 )%

Shares outstanding beginning of period

4,449,170 16,449,170

Shares outstanding end of period

2,949,170 10,299,170

Percentage change in shares outstanding

(33.7 )% (37.4 )%

Shares created

4,350,000 850,000

Shares redeemed

5,850,000 7,000,000

Per share NAV beginning of period

$ 32.09 $ 29.39

Per share NAV end of period

$ 34.63 $ 31.67

Percentage change in per share NAV

7.9 % 7.7 %

Percentage change in benchmark

4.4 % 4.2 %

Benchmark annualized volatility

16.6 % 14.4 %

During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,449,170 outstanding Shares at December 31, 2013 to 2,949,170 outstanding Shares at March 31, 2014. 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 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM . By comparison, during the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted from a decrease from 16,449,170 outstanding Shares at December 31, 2012 to 10,299,170 outstanding Shares at March 31, 2013. 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 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM .

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For the three months ended March 31, 2014 and 2013, 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 7.9% for the three months ended March 31, 2014, as compared to the increase of 7.7% for the three months ended March 31, 2013, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 3, 2014 at $36.55 per Share and reached its low for the period on January 9, 2014 at $27.85 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 30, 2013 at $33.05 per Share and reached its low for the period on March 4, 2013 at $27.55 per Share.

The benchmark’s rise of 4.4% for the three months ended March 31, 2014, as compared to the benchmark’s rise of 4.2% for the three months ended March 31, 2013, can be attributed to a greater increase in the price of WTI Crude Oil during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (333,392 ) $ (792,030 )

Management fee

345,942 840,387

Brokerage commission

9,151 14,917

Net realized gain (loss)

21,200,055 66,563,292

Change in net unrealized appreciation/depreciation

476,147 (28,749,402 )

Net income (loss)

$ 21,342,810 $ 37,021,860

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a significant decline in shares outstanding during the three months ended March 31, 2014.

ProShares Ultra DJ-UBS Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 62,915,779 $ 73,019,370

NAV end of period

$ 21,211,850 $ 51,254,090

Percentage change in NAV

(66.3 )% (29.8 )%

Shares outstanding beginning of period

1,619,941 1,869,941

Shares outstanding end of period

469,941 1,019,941

Percentage change in shares outstanding

(71.0 )% (45.5 )%

Shares created

200,000 1,000,000

Shares redeemed

1,350,000 1,850,000

Per share NAV beginning of period

$ 38.84 $ 39.05

Per share NAV end of period

$ 45.14 $ 50.25

Percentage change in per share NAV

16.2 % 28.7 %

Percentage change in benchmark

12.0 % 15.0 %

Benchmark annualized volatility

56.7 % 31.2 %

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During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted from a decrease from 1,619,941 outstanding Shares at December 31, 2013 to 469,941 outstanding Shares at March 31, 2014. 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 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM . By comparison, during the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,869,941 outstanding Shares at December 31, 2012 to 1,019,941 outstanding Shares at March 31, 2013. 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 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM .

For the three months ended March 31, 2014 and 2013, 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 16.2% for the three months ended March 31, 2014, as compared to the increase of 28.7% for the three months ended March 31, 2013, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 29, 2014 at $63.78 per Share and reached its low for the period on January 9, 2014 at $34.90 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $51.37 per Share and reached its low for the period on January 9, 2013 at $33.68 per Share.

The benchmark’s rise of 12% for the three months ended March 31, 2014, as compared to the benchmark’s rise of 15.0% for the three months ended March 31, 2013, can be attributed to a lesser increase in the price of Henry Hub Natural Gas during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (117,562 ) $ (197,871 )

Management fee

105,844 176,613

Brokerage commission

17,991 32,935

Net realized gain (loss)

16,806,082 5,749,387

Change in net unrealized appreciation/depreciation

1,802,726 17,862,843

Net income (loss)

$ 18,491,246 $ 23,414,359

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a lesser increase in the price of Henry Hub Natural Gas during the three months ended March 31, 2014.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 132,017,405 $ 335,054,752

NAV end of period

$ 136,370,103 $ 316,462,981

Percentage change in NAV

3.3 % (5.5 )%

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Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Shares outstanding beginning of period

3,200,014 4,000,014

Shares outstanding end of period

2,900,014 4,100,014

Percentage change in shares outstanding

(9.4 )% 2.5 %

Shares created

100,000 100,000

Shares redeemed

400,000

Per share NAV beginning of period

$ 41.26 $ 83.76

Per share NAV end of period

$ 47.02 $ 77.19

Percentage change in per share NAV

14.0 % (7.9 )%

Percentage change in benchmark

7.2 % (3.6 )%

Benchmark annualized volatility

14.4 % 11.3 %

During the three months ended March 31, 2014, 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 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. The increase of the Fund’s NAV was offset by a decrease from 3,200,014 outstanding Shares at December 31, 2013 to 2,900,014 outstanding Shares at March 31, 2014. By comparison, during the three months ended March 31, 2013, 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 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 4,000,014 outstanding Shares at December 31, 2012 to 4,100,014 outstanding Shares at March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 14.0% for the three months ended March 31, 2014, as compared to the decrease of 7.9% for the three months ended March 31, 2013, was primarily due to the appreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 14, 2014 at $54.16 per Share and reached its low for the period on January 8, 2014 at $42.35 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 2, 2013 at $87.40 per Share and reached its low for the period on March 6, 2013 at $74.98 per Share.

The benchmark’s rise of 7.2% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 3.6% for the three months ended March 31, 2013, can be attributed to an increase in the price of spot gold in U.S. Dollar terms during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (317,539 ) $ (703,550 )

Management fee

331,351 762,612

Brokerage commission

16 16

Net realized gain (loss)

23,433,550 (50,412,546 )

Change in net unrealized appreciation/depreciation

(5,190,033 ) 24,882,532

Net income (loss)

$ 17,925,978 $ (26,233,564 )

The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the price of spot gold in U.S. Dollar terms during the three months ended March 31, 2014.

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ProShares Ultra Silver*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 465,479,519 $ 747,725,400

NAV end of period

$ 482,485,237 $ 746,484,767

Percentage change in NAV

3.7 % (0.2 )%

Shares outstanding beginning of period

7,350,007 4,350,007

Shares outstanding end of period

7,396,533 4,850,007

Percentage change in shares outstanding

0.6 % 11.5 %

Shares created

787,500 537,500

Shares redeemed

740,974 37,500

Per share NAV beginning of period

$ 63.33 $ 171.89

Per share NAV end of period

$ 65.23 $ 153.91

Percentage change in per share NAV

3.0 % (10.5 )%

Percentage change in benchmark

2.4 % (4.4 )%

Benchmark annualized volatility

21.4 % 23.4 %

During the three months ended March 31, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 7,350,007 outstanding Shares at December 31, 2013 to 7,396,533 outstanding Shares at March 31, 2014. 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 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the three months ended March 31, 2013, 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 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase 4,350,007 outstanding Shares at December 31, 2012 to 4,850,007 outstanding Shares at March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 3.0% for the three months ended March 31, 2014, as compared to the decrease of 10.5% for the three months ended March 31, 2013, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 24, 2014 at $80.11 per Share and reached its low for the period on February 3, 2014 at $61.50 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 23, 2013 at $197.56 per Share and reached its low for the period on March 1, 2013 at $147.88 per Share.

The benchmark’s rise of 2.4% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 4.4% for the three months ended March 31, 2013, can be attributed to an increase in the price of spot silver in U.S. Dollar terms during the three months ended March 31, 2014.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (1,125,310 ) $ (1,624,407 )

Management fee

1,187,904 1,783,659

Brokerage commission

8 8

Net realized gain (loss)

73,958,641 (215,674,335 )

Change in net unrealized appreciation/depreciation

(55,640,539 ) 137,618,617

Net income (loss)

$ 17,192,792 $ (79,680,125 )

The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the price of spot silver in U.S. Dollar terms during the three months ended March 31, 2014.

* 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 Silver Fund.

ProShares Ultra Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 3,168,165 $ 4,150,068

NAV end of period

$ 3,444,536 $ 4,215,006

Percentage change in NAV

8.7 % 1.6 %

Shares outstanding beginning of period

100,005 100,005

Shares outstanding end of period

100,005 100,005

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 31.68 $ 41.50

Per share NAV end of period

$ 34.44 $ 42.15

Percentage change in per share NAV

8.7 % 1.6 %

Percentage change in benchmark

3.8 % 0.1 %

Benchmark annualized volatility

9.4 % 6.7 %

During the three months ended March 31, 2014, 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 2x of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. There was no net change in outstanding Shares from December 31, 2013 to March 31, 2014. By comparison, during the three months ended March 31, 2013, 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 2x of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. There was no net change in outstanding Shares from December 31, 2012 to March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 8.7% for the three months ended March 31, 2014, as compared to the increase of 1.6% for the three months ended March 31, 2013, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 31, 2014 at $34.44 per Share and reached its low for the period on January 24, 2014 at $30.12 per Share. By

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comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 10, 2013 at $43.23 per Share and reached its low for the period on March 4, 2013 at $40.21 per Share.

The benchmark’s rise of 3.8% for the three months ended March 31, 2014, as compared to the benchmark’s rise of 0.1% for the three months ended March 31, 2013, can be attributed to a greater increase in the value of the Australian Dollar versus the U.S. Dollar during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (7,330 ) $ (9,492 )

Management fee

7,508

Brokerage commission

380 362

Offering costs

10,110

Limitation by Sponsor

(334 )

Net realized gain (loss)

(27,427 ) (149,370 )

Change in net unrealized appreciation/depreciation

311,128 223,800

Net income (loss)

$ 276,371 $ 64,938

The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a greater increase in the value of the Australian Dollar versus the U.S. Dollar during the three month ended March 31, 2014.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 2,603,827 $ 4,870,316

NAV end of period

$ 2,603,282 $ 4,573,067

Percentage change in NAV

0.0 % (6.1 )%

Shares outstanding beginning of period

100,014 200,014

Shares outstanding end of period

100,014 200,014

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 26.03 $ 24.35

Per share NAV end of period

$ 26.03 $ 22.86

Percentage change in per share NAV

0.0 % (6.1 )%

Percentage change in benchmark

0.1 % (2.9 )%

Benchmark annualized volatility

6.0 % 8.6 %

During the three months ended March 31, 2014, 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 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in outstanding Shares from December 31, 2013 to March 31, 2014. By comparison, during the three months ended March 31, 2013, the

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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 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 December 31, 2012 to March 31, 2013.

For the three months ended March 31, 2014 and 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. There was no net change in the Fund’s per Share NAV from December 31, 2013 to March 31, 2014, as compared to the decrease of 6.1% for the three months ended March 31, 2013, was primarily due to an immaterial change in the value of the assets held by the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 18, 2014 at $26.63 per Share and reached its low for the period on January 31, 2014 at $24.99 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on February 1, 2013 at $26.03 per Share and reached its low for the period on March 27, 2013 at $22.71 per Share.

The benchmark’s rise of 0.1% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 2.9% for the three months ended March 31, 2013, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (5,664 ) $ (10,724 )

Management fee

6,042 11,400

Net realized gain (loss)

85,136 (65,348 )

Change in net unrealized appreciation/depreciation

(80,017 ) (221,177 )

Net income (loss)

$ (545 ) $ (297,249 )

The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the value of the Euro versus the U.S. Dollar during the three months ended March 31, 2014.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 2,795,026 $ 4,227,995

NAV end of period

$ 2,896,143 $ 3,566,403

Percentage change in NAV

3.6 % (15.6 )%

Shares outstanding beginning of period

150,014 150,014

Shares outstanding end of period

150,014 150,014

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

50,000

Shares redeemed

50,000

Per share NAV beginning of period

$ 18.63 $ 28.18

Per share NAV end of period

$ 19.31 $ 23.77

Percentage change in per share NAV

3.6 % (15.6 )%

Percentage change in benchmark

2.0 % (7.9 )%

Benchmark annualized volatility

8.2 % 12.3 %

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During the three months ended March 31, 2014, 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 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, 2013 to March 31, 2014. By comparison, during the three months ended March 31, 2013 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 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, 2012 to March 31, 2013.

For the three months ended March 31, 2014 and 2013, 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 March 31, 2014, as compared to the decrease of 15.6% for the three months ended March 31, 2013, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 3, 2014 at $20.21 per Share and reached its low for the period on January 9, 2014 at $18.80 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 8, 2013 at $27.97 per Share and reached its low for the period on March 11, 2013 at $22.76 per Share.

The benchmark’s rise of 2.0% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 7.9% for the three months ended March 31, 2013, can be attributed to an increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (6,420 ) $ (10,060 )

Management fee

6,855 10,886

Net realized gain (loss)

(10,441 ) (1,217,929 )

Change in net unrealized appreciation/depreciation

117,978 423,575

Net income (loss)

$ 101,117 $ (804,414 )

The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to an increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended March 31, 2014.

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ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 270,398,554 $ 137,657,464

NAV end of period

$ 117,732,469 $ 218,387,479

Percentage change in NAV

(56.5 )% 58.6 %

Shares outstanding beginning of period

9,474,812 1,640,001

Shares outstanding end of period

4,174,812 4,035,001

Percentage change in shares outstanding

(55.9 )% 146.0 %

Shares created

1,475,000 3,160,000

Shares redeemed

6,775,000 765,000

Per share NAV beginning of period

$ 28.54 $ 83.94

Per share NAV end of period

$ 28.20 $ 54.12

Percentage change in per share NAV

(1.2 )% (35.5 )%

Percentage change in benchmark

(0.6 )% (35.8 )%

Benchmark annualized volatility

60.8 % 64.3 %

During the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily 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 Short-Term Futures Index. The decrease in the Fund’s NAV also resulted in part from a decrease from 9,474,812 outstanding Shares at December 31, 2013 to 4,174,812 outstanding Shares at March 31, 2014. By comparison, during the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 1,640,001 outstanding Shares at December 31, 2012 to 4,035,001 outstanding Shares at March 31, 2013. 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 March 31, 2014 and 2013, 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 1.2% for the three months ended March 31, 2014, as compared to the decrease of 35.5% for the three months ended March 31, 2013, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $36.25 per Share and reached its low for the period on January 22, 2014 at $26.66 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $76.10 per Share and reached its low for the period on March 26, 2013 at $54.10 per Share.

The benchmark’s decline of 0.6% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 35.8% for the three months ended March 31, 2013, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (353,797 ) $ (327,343 )

Management fee

377,465 351,671

Net realized gain (loss)

15,786,313 (55,410,711 )

Change in net unrealized appreciation/depreciation

11,621,137 (8,124,712 )

Net income (loss)

$ 27,053,653 $ (63,862,766 )

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The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a lesser decline in the Fund’s benchmark in conjunction with significant changes in shares outstanding during the three months ended March 31, 2014.

* 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.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 51,134,323 $ 37,302,992

NAV end of period

$ 57,792,817 $ 68,072,450

Percentage change in NAV

13.0 % 82.5 %

Shares outstanding beginning of period

2,650,005 1,075,005

Shares outstanding end of period

3,125,005 2,575,005

Percentage change in shares outstanding

17.9 % 139.5 %

Shares created

1,100,000 1,825,000

Shares redeemed

625,000 325,000

Per share NAV beginning of period

$ 19.30 $ 34.70

Per share NAV end of period

$ 18.49 $ 26.44

Percentage change in per share NAV

(4.2 )% (23.8 )%

Percentage change in benchmark

(3.9 )% (23.7 )%

Benchmark annualized volatility

27.3 % 24.9 %

During the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 2,650,005 outstanding Shares at December 31, 2013 to 3,125,005 outstanding Shares at March 31, 2014. 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. By comparison, during the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 1,075,005 outstanding Shares at December 31, 2012 to 2,575,005 outstanding Shares at March 31, 2013. 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 March 31, 2014 and 2013, 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 4.2% for the three months ended March 31, 2014, as compared to the decrease of 23.8% for the three months ended March 31, 2013, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $21.39 per Share and reached its low for the period on February 18, 2014 at $18.36 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $32.37 per Share and reached its low for the period on March 11, 2013 at $26.14 per Share.

The benchmark’s decline of 3.9% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 23.7% for the three months ended March 31, 2013, can be attributed to a lesser decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended March 31, 2014.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (110,008 ) $ (97,496 )

Management fee

115,336 104,816

Net realized gain (loss)

(5,397,419 ) (10,259,685 )

Change in net unrealized appreciation/depreciation

2,889,947 (407,239 )

Net income (loss)

$ (2,617,480 ) $ (10,764,420 )

The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a lesser decline in the Fund’s benchmark during the three months ended March 31, 2014.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 226,233,584 $ 84,716,132

NAV end of period

$ 317,768,440 $ 344,396,396

Percentage change in NAV

40.5 % 306.5 %

Shares outstanding beginning of period

3,372,389 105,202

Shares outstanding end of period

5,270,099 1,136,452

Percentage change in shares outstanding

56.3 % 980.3 %

Shares created

4,775,000 1,552,500

Shares redeemed

2,877,290 521,250

Per share NAV beginning of period

$ 67.08 $ 805.27

Per share NAV end of period

$ 60.30 $ 303.05

Percentage change in per share NAV

(10.1 )% (62.4 )%

Percentage change in benchmark

(0.6 )% (35.8 )%

Benchmark annualized volatility

60.8 % 64.3 %

During the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 3,372,389 outstanding Shares at December 31, 2013 to 5,270,099 outstanding Shares at March 31, 2014. 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 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 105,202 outstanding Shares at December 31, 2012 to 1,136,452 outstanding Shares at March 31, 2013. 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 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended March 31, 2014 and 2013, 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 10.1% for the three months ended March 31, 2014, as compared to the decrease of 62.4% for the three months ended March 31, 2013, was primarily due to lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2014.

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During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $104.52 per Share and reached its low for the period on January 22, 2014 at $58.37 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $652.40 per Share and reached its low for the period on March 26, 2013 at $302.80 per Share.

The benchmark’s decline of 0.6% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 35.8% for the three months ended March 31, 2013, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (1,084,303 ) $ (1,072,705 )

Management fee

586,132 532,907

Brokerage commission

519,447 557,337

Net realized gain (loss)

(3,547,218 ) (122,685,938 )

Change in net unrealized appreciation/depreciation

(5,689,374 ) (21,090,969 )

Net income (loss)

$ (10,320,895 ) $ (144,849,612 )

The Fund’s net income increased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a lesser decline in the fund’s benchmark during the three months ended March 31, 2014.

* 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 Ultra VIX Short-Term Futures ETF.

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

NAV beginning of period

$ 141,751,202 $ 82,663,633

NAV end of period

$ 213,416,566 $ 69,149,807

Percentage change in NAV

50.6 % (16.3 )%

Shares outstanding beginning of period

2,100,040 2,500,040

Shares outstanding end of period

3,450,040 1,500,040

Percentage change in shares outstanding

64.3 % (40.0 )%

Shares created

2,850,000 2,800,000

Shares redeemed

1,500,000 3,800,000

Per share NAV beginning of period

$ 67.50 $ 33.06

Per share NAV end of period

$ 61.86 $ 46.10

Percentage change in per share NAV

(8.4 )% 39.4 %

Percentage change in benchmark

(0.6 )% (35.8 )%

Benchmark annualized volatility

60.8 % 64.3 %

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During the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 2,100,040 outstanding Shares at December 31, 2013 to 3,450,040 outstanding Shares at March 31, 2014. 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 inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted from a decrease from 2,500,040 outstanding Shares at December 31, 2012 to 1,500,040 outstanding Shares at March 31, 2013. 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 the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended March 31, 2014 and 2013, 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 decrease of 8.4% for the three months ended March 31, 2014, as compared to the increase of 39.4% for the three months ended March 31, 2013, was primarily due to depreciation in the value of the assets of the fund during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 22, 2014 at $71.82 per Share and reached its low for the period on February 5, 2014 at $50.78 per Share. By comparison, during the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on February 19, 2013 at $47.33 per Share and reached its low for the period on January 3, 2013 at $36.06 per Share.

The benchmark’s decline of 0.6% for the three months ended March 31, 2014, as compared to the benchmark’s decline of 35.8% for the three months ended March 31, 2013, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX Futures curve during the three months ended March 31, 2014.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2014 and 2013:

Three Months Ended
March 31, 2014
Three Months Ended
March 31, 2013

Net investment income (loss)

$ (771,039 ) $ (213,419 )

Management fee

503,918 137,663

Brokerage commission

291,326 85,021

Net realized gain (loss)

2,734,250 25,204,187

Change in net unrealized appreciation/depreciation

(32,247 ) 3,774,229

Net income (loss)

$ 1,930,964 $ 28,764,997

The Fund’s net income decreased for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, primarily due to a lesser decline in the Fund’s benchmark during the three months ended March 31, 2014.

* 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 split for the ProShares Short VIX Short-Term Futures ETF.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of March 31, 2014 and 2013, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort DJ-UBS Commodity :

As of March 31, 2014 and 2013, the ProShares UltraShort DJ-UBS Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s short swap positions as of March 31, 2014 and 2013, which were sensitive to commodity price risk.

Swap Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Dow Jones-UBS Commodity Index

Deutsche Bank AG Short $ 134.5234 $ (2,673,904 )

Dow Jones-UBS Commodity Index

Goldman Sachs International Short 134.5234 (2,839,014 )

Dow Jones-UBS Commodity Index

UBS AG Short 134.5234 (1,071,987 )

Swap Agreements as of March 31, 2013

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Dow Jones-UBS Commodity Index

Goldman Sachs International Short $ 137.2201 $ (4,670,170 )

Dow Jones-UBS Commodity Index

UBS AG Short 137.2201 (1,918,450 )

The March 31, 2014 and 2013 short swap notional values are calculated by multiplying units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the level of the Index. 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. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 Trust’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2014 (the “Form 10-K”), 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 DJ-UBS Crude Oil :

As of March 31, 2014 and 2013, the ProShares UltraShort DJ-UBS 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 Dow Jones-UBS WTI Crude Oil Subindex SM . The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2014 and 2013, which were sensitive to commodity price risk.

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Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short May 2014 2,752 $ 101.58 1,000 $ (279,548,160 )

Swap Agreements as of March 31, 2014

Reference Index

Counterparty

Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS WTI Crude Oil Subindex

Deutsche Bank AG Short $ 255.0803 $ (99,488,785 )

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs

International

Short 255.0803 (108,344,369 )

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale

S.A.

Short 255.0803 (36,118,314 )

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG Short 255.0803 (112,771,776 )

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short May 2013 1,528 $ 97.23 1,000 $ (148,567,440 )

Swap Agreements as of March 31, 2013

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Dow Jones-UBS WTI Crude Oil Sub-Index

Goldman Sachs International Short $ 238.5286 $ (73,765,493 )

Dow Jones-UBS WTI Crude Oil Sub-Index

Societe Generale S.A. Short 238.5286 (17,320,352 )

Dow Jones-UBS WTI Crude Oil Sub-Index

UBS AG Short 238.5286 (42,736,934 )

The March 31, 2014 and 2013 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2014 and 2013 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. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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.

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ProShares UltraShort DJ-UBS Natural Gas :

As of March 31, 2014 and 2013, the ProShares UltraShort DJ-UBS 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 March 31, 2014 and 2013, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short May 2014 3,365 $ 4.37 10,000 $ (147,084,150 )

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short May 2013 1,250 $ 4.02 10,000 $ (50,300,000 )

The March 31, 2014 and 2013 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 Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Gold :

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short June 2014 2 $ 1,283.80 100 $ (256,760 )

Forward Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount at
Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,291.77 $ (122,330,619 )

0.995 Fine Troy Ounce Gold

Goldman Sachs

International

Short 1,291.77 (42,109,118 )

0.995 Fine Troy Ounce Gold

Societe Generale
S.A.
Short 1,291.77 (20,151,612 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,291.77 (44,113,946 )

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Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short June 2013 2 $ 1,595.70 100 $ (319,140 )

Forward Agreements as of March 31, 2013

Reference Index

Counterparty

Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,598.37 $ (117,160,521 )

0.995 Fine Troy Ounce Gold

Goldman Sachs International Short 1,598 .37 (34,201,921 )

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Short 1,598 .37 (29,889,519 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,598 .37 (28,371,068 )

The March 31, 2014 and 2013 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2014 and 2013 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. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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 March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short May 2014 2 $ 19.752 5,000 $ (197,520 )

Forward Agreements as of March 31, 2014

Reference Index

Counterparty

Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 19.9724 $ (66,767,733 )

0.999 Fine Troy Ounce Silver

Goldman Sachs International Short 19.9724 (27,012,671 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 19.9724 (16,377,368 )

0.999 Fine Troy Ounce Silver

UBS AG Short 19.9724 (31,676,226 )

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Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short May 2013 2 $ 28.323 5,000 $ (283,230 )

Forward Agreements as of March 31, 2013

Reference Index

Counterparty

Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 28.6463 $ (87,084,752 )

0.999 Fine Troy Ounce Silver

Goldman Sachs International Short 28.6463 (45,504,648 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 28.6463 (35,378,181 )

0.999 Fine Troy Ounce Silver

UBS AG Short 28.6463 (43,513,730 )

The March 31, 2014 and 2013 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2014 and 2013 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 Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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 DJ-UBS Commodity :

As of March 31, 2014 and 2013, the ProShares Ultra DJ-UBS Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s swap positions as of March 31, 2014 and 2013, which were sensitive to commodity price risk.

Swap Agreements as of March 31, 2014

Reference Index

Counterparty

Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS Commodity Index

Deutsche Bank AG Long $ 134.5234 $ 2,847,170

Dow Jones-UBS Commodity Index

Goldman Sachs

International

Long 134.5234 2,448,497

Dow Jones-UBS Commodity Index

UBS AG Long 134.5234 1,327,486

Swap Agreements as of March 31, 2013

Reference Index

Counterparty Long or
Short
Index
Close
Notional Amount
at Value

Dow Jones-UBS Commodity Index

Goldman Sachs International Long $ 137.2201 $ 5,220,934

Dow Jones-UBS Commodity Index

UBS AG Long 137.2201 4,253,708

The March 31, 2014 and 2013 swap notional values are calculated by multiplying units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the level of the Index. 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

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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. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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 DJ-UBS Crude Oil :

As of March 31, 2014 and 2013, the ProShares Ultra DJ-UBS 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 Dow Jones-UBS WTI Crude Oil Subindex SM . The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2014 and 2013, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Long May 2014 858 $ 101.58 1,000 $ 87,155,640

Swap Agreements as of March 31, 2014

Reference Index

Counterparty

Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS WTI Crude Oil Subindex

Deutsche Bank AG Long $ 255.0803 $ 31,611,457

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs

International

Long 255.0803 38,736,489

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale S.A. Long 255.0803 16,715,352

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG Long 255.0803 30,001,585

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long May 2013 2,810 $ 97.23 1,000 $ 273,216,300

Swap Agreements as of March 31, 2013

Reference Index

Counterparty

Long or
Short
Index
Close
Notional Amount
at Value

Dow Jones-UBS WTI Crude Oil Sub-Index

Goldman Sachs International Long $ 238.5286 $ 136,569,546

Dow Jones-UBS WTI Crude Oil Sub-Index

Societe Generale S.A. Long 238.5286 70,834,560

Dow Jones-UBS WTI Crude Oil Sub-Index

UBS AG Long 238.5286 171,781,631

The March 31, 2014 and 2013 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2014 and 2013 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

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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. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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 DJ-UBS Natural Gas :

As of March 31, 2014 and 2013, the ProShares Ultra DJ-UBS 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 March 31, 2014 and 2013, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long May 2014 971 $ 4.37 10,000 $ 42,442,410

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long May 2013 2,548 $ 4.02 10,000 $ 102,531,520

The March 31, 2014 and 2013 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. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 for additional information regarding performance for periods longer than a single day.

ProShares Ultra Gold :

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long June 2014 2 $ 1,283.80 100 $ 256,760

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Forward Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,291.77 $ 141,965,523

0.995 Fine Troy Ounce Gold

Goldman Sachs International Long 1,291.77 53,246,759

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,291.77 27,127,170

0.995 Fine Troy Ounce Gold

UBS AG Long 1,291.77 50,120,676

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long June 2013 2 $ 1,595.70 100 $ 319,140

Forward Agreements as of March 31, 2013

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,598.37 $ 305,448,507

0.995 Fine Troy Ounce Gold

Goldman Sachs

International

Long 1,598 .37 110,958,845

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,598 .37 112,844,922

0.995 Fine Troy Ounce Gold

UBS AG Long 1,598 .37 103,414,539

The March 31, 2014 and 2013 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2014 and 2013 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. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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 March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long May 2014 2 $ 19.752 5,000 $ 197,520

Forward Agreements as of March 31, 2014

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 19.9724 $ 502,765,225

0.999 Fine Troy Ounce Silver

Goldman Sachs International Long 19.9724 188,775,130

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 19.9724 86,021,127

0.999 Fine Troy Ounce Silver

UBS AG Long 19.9724 187,181,333

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Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long May 2013 2 $ 28.323 5,000 $ 283,230

Forward Agreements as of March 31, 2013

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 28.6463 $ 873,167,870

0.999 Fine Troy Ounce Silver

Goldman Sachs International Long 28 .6463 233,261,092

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 28 .6463 250,425,955

0.999 Fine Troy Ounce Silver

UBS AG Long 28 .6463 135,898,047

The March 31, 2014 and 2013 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2014 and 2013 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. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of March 31, 2014 and 2013, each of the Currency Fund’s positions were as follows:

ProShares Short Euro:

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short June 2014 41 $ 1.3774 125,000 $ (7,059,175 )

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Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short June 2013 24 $ 1.2823 125,000 $ (3,846,900 )

The March 31, 2014 and 2013 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. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Australian Dollar:

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short June 2014 459 $ 92.25 1,000 $ (42,342,750 )

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short June 2013 71 $ 103.53 1,000 $ (7,350,630 )

The March 31, 2014 and 2013 short futures notional value is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional value 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. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 for additional information regarding performance for periods longer than a single day.

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ProShares UltraShort Euro :

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2014

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 04/04/14 18,383,800 1.3776 $ 25,325,422

Euro

UBS AG Long 04/04/14 26,715,000 1.3776 36,802,438

Euro

Goldman Sachs
International
Short 04/04/14 (315,847,325 ) 1.3776 (435,109,546 )

Euro

UBS AG Short 04/04/14 (324,757,500 ) 1.3776 (447,384,155 )

Foreign Currency Forward Contracts as of March 31, 2013

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 04/05/13 34,213,200 1.2818 $ 43,854,981

Euro

UBS AG Long 04/05/13 46,266,300 1.2818 59,304,821

Euro

Goldman Sachs
International
Short 04/05/13 (396,944,825 ) 1.2818 (508,809,688 )

Euro

UBS AG Short 04/05/13 (488,742,400 ) 1.2818 (626,477,163 )

The March 31, 2014 and 2013 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. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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 Yen :

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2014

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 04/04/14 7,547,835,100 0.009688 $ 73,124,249

Yen

UBS AG Long 04/04/14 3,218,173,300 0.009688 31,178,013

Yen

Goldman Sachs
International
Short 04/04/14 (48,716,397,300 ) 0.009688 (471,969,766 )

Yen

UBS AG Short 04/04/14 (45,710,614,400 ) 0.009688 (442,849,413 )

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Foreign Currency Forward Contracts as of March 31, 2013

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market
Value
USD

Yen

Goldman Sachs
International
Long 04/05/13 2,150,120,600 0.010622 $ 22,839,086

Yen

UBS AG Long 04/05/13 6,684,643,600 0.010622 71,005,855

Yen

Goldman Sachs
International
Short 04/05/13 (40,430,144,600 ) 0.010622 (429,458,498 )

Yen

UBS AG Short 04/05/13 (57,256,267,400 ) 0.010622 (608,189,529 )

The March 31, 2014 and 2013 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. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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 Australian Dollar:

As of March 31, 2014 and 2013, the ProShares Ultra Australian Dollar Fund was exposed to 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 March 31, 2014 and 2013, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long June 2014 75 $ 92.25 1,000 $ 6,918,750

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long June 2013 81 $ 103.53 1,000 $ 8,385,930

The March 31, 2014 and 2013 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 have $2.00 of exposure to the Australian Dollar for every $1.00 of net assets. While the

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above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian Dollar and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares Ultra Euro :

As of March 31, 2014 and 2013, the ProShares Ultra Euro Fund was exposed to 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 March 31, 2014 and 2013, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2014

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 04/04/14 788,225 1.3776 $ 1,085,855

Euro

UBS AG Long 04/04/14 3,071,000 1.3776 4,230,593

Euro

Goldman Sachs
International
Short 04/04/14 (51,500 ) 1.3776 (70,946 )

Euro

UBS AG Short 04/04/14 (27,600 ) 1.3776 (38,021 )

Foreign Currency Forward Contracts as of March 31, 2013

Reference Currency

Counterparty Long or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 04/05/13 3,381,925 1.2818 $ 4,335,001

Euro

UBS AG Long 04/05/13 4,109,500 1.2818 5,267,617

Euro

Goldman Sachs
International
Short 04/05/13 (66,800 ) 1.2818 (85,625 )

Euro

UBS AG Short 04/05/13 (287,400 ) 1.2818 (368,394 )

The March 31, 2014 and 2013 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. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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 Yen :

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to exchange rate price risk.

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Foreign Currency Forward Contracts as of March 31, 2014

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 04/04/14 304,953,900 0.009688 $ 2,954,426

Yen

UBS AG Long 04/04/14 313,415,000 0.009688 3,036,399

Yen

Goldman Sachs
International
Short 04/04/14 (13,523,300 ) 0.009688 (131,016 )

Yen

UBS AG Short 04/04/14 (6,832,900 ) 0.009688 (66,198 )

Foreign Currency Forward Contracts as of March 31, 2013

Reference Currency

Counterparty Long or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs

International

Long 04/05/13 359,404,200 0.010622 $ 3,817,676

Yen

UBS AG Long 04/05/13 569,984,800 0.010622 6,054,513

Yen

Goldman Sachs
International
Short 04/05/13 (6,969,600 ) 0.010622 (74,033 )

Yen

UBS AG Short 04/05/13 (250,806,500 ) 0.010622 (2,664,126 )

The March 31, 2014 and 2013 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. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 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.

Equity Market Volatility Sensitivity

Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. The following tables provide information about each of the VIX Funds’ Financial Instruments, which are sensitive to changes in equity market volatility indexes. As of March 31, 2014 and 2013, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of March 31, 2014 and 2013, the ProShares VIX Short-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 March 31, 2014 and 2013, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long April 2014 3,998 $ 15.15 1,000 $ 60,569,700

VIX Futures (CBOE)

Long May 2014 3,632 15.85 1,000 57,567,200

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Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long April 2013 9,424 $ 14.20 1,000 $ 133,820,800

VIX Futures (CBOE)

Long May 2013 5,483 15.60 1,000 85,534,800

The March 31, 2014 and 2013 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. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 for additional information regarding performance for periods longer than a single day.

ProShares VIX Mid-Term Futures ETF

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2014 576 $ 16.95 1,000 $ 9,763,200

VIX Futures (CBOE)

Long August 2014 1,099 17.35 1,000 19,067,650

VIX Futures (CBOE)

Long September 2014 1,099 17.75 1,000 19,507,250

VIX Futures (CBOE)

Long October 2014 524 18.05 1,000 9,458,200

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2013 793 $ 17.35 1,000 $ 13,758,550

VIX Futures (CBOE)

Long August 2013 1,255 17.85 1,000 22,401,750

VIX Futures (CBOE)

Long September 2013 1,256 18.45 1,000 23,173,200

VIX Futures (CBOE)

Long October 2013 463 18.90 1,000 8,750,700

The March 31, 2014 and 2013 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. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 for additional information regarding performance for periods longer than a single day.

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ProShares Ultra VIX Short-Term Futures ETF

As of March 31, 2014 and 2013, the ProShares Ultra 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 these VIX futures contracts as of March 31, 2014 and 2013, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long April 2014 21,528 $ 15.15 1,000 $ 326,149,200

VIX Futures (CBOE)

Long May 2014 19,566 15.85 1,000 310,121,100

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long April 2013 29,637 $ 14.20 1,000 $ 420,845,400

VIX Futures (CBOE)

Long May 2013 17,272 15.60 1,000 269,443,200

The March 31, 2014 and 2013 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. 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. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. 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 for additional information regarding performance for periods longer than a single day.

ProShares Short VIX Short-Term Futures ETF

As of March 31, 2014 and 2013, 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 March 31, 2014 and 2013, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2014

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short April 2014 7,213 $ 15.15 1,000 $ (109,276,950 )

VIX Futures (CBOE)

Short May 2014 6,554 15.85 1,000 (103,880,900 )

Futures Positions as of March 31, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short April 2013 2,965 $ 14.20 1,000 $ (42,103,000 )

VIX Futures (CBOE)

Short May 2013 1,718 15.60 1,000 (26,800,800 )

The March 31, 2014 and 2013 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 Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts

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into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

Qualitative Disclosure

As described above in Item 2 of 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, whether positive or negative, of its corresponding benchmark. Each Short Fund seeks daily investment results (before fees and expenses) that correspond to 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 two times (2x) 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 the performance of a 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 two or negative two. 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 for additional information regarding performance for periods longer than a single day. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

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 DJ-UBS Crude Oil and the ProShares Ultra DJ-UBS Crude Oil Funds are exposed to are inverse and direct exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Dow Jones-UBS 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 as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 of 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, 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

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(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.

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, 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.

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).

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, 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 (-1x, -2x, or 2x), 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 during the day also affects whether the Fund’s portfolio needs to be re-positioned. For example, if the Index for an Ultra 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 should fall. As a result, the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds, UltraShort 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 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 a non-interest bearing demand deposit account. The Funds 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).

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 March 31, 2014, 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 March 31, 2014, 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.

None.

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 for the year ended for the year ended December 31, 2013, filed on March 3, 2014, as amended.

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 (No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (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 re-allocated the remaining amount of the registered Shares among the Funds listed on its Registration Statement on Form S-3 (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 (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 (No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS 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 (No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (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 (No. 333- 183672) was a combined prospectus and acted as a post-effective amendment to the Form S-1 (No. 333-176878). On September 27, 2012, a Registration Statement on Form S-3 (No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS 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 (No. 333-163511). On September 28, 2012, a post-effective amendment to a Registration Statement on Form S-1 (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 (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 DJ-UBS 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 (No. 333-193672) and Form S-3 Registration Statement (No. 333-183674). On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (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 (333-187820) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil,

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ProShares UltraShort DJ-UBS 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 prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-185289). On May 21, 2013, a Registration Statement on Form S-1 (333-188215) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Natural Gas, ProShares UltraShort DJ-UBS 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 (No. 333-185288). On July 30, 2013, a Registration Statement on Form S-3 (No. 333-189967) was declared effective, which registered additional Shares for ProShares DJ-UBS Crude Oil and ProShares UltraShort Yen and partially terminated registered and unissued Shares of ProShares Ultra DJ-UBS 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 (No. 333-187820). Thus, as of March 31, 2014, the Trust had two effective registration statements outstanding: 1) a Form S-1 Registration Statement (No. 333-188215); and 2) a Form S-3 Registration Statement (No. 333-189967). On May 6, 2014, a post-effective amendment to the Form S-1 Registration Statement (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. Thus, as of May 12, 2014, the Trust continued to have two effective registration statements outstanding: 1) a Form S-1 Registration Statement (No. 333-188215); and 2) a Form S-3 Registration Statement (No. 333-189967).

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 be used to collateralize swap agreements or forward contracts or deposited with FCMs as margin in connection with any futures transactions. 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.

Title of Securities Registered

Amount
Registered
As of
March 31, 2014
Shares Sold
For the
Three Months Ended
March 31, 2014
Sale Price of Shares
Sold For the

Three Months Ended
March 31, 2014

ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest

$ 500,000,000 $

ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest

$ 3,275,000,000 7,700,000 $ 231,318,912

ProShares UltraShort DJ-UBS Natural Gas Common Units of Beneficial Interest

$ 570,000,000 2,100,000 $ 89,514,809

ProShares UltraShort Gold Common Units of Beneficial Interest

$ 1,000,000,000 300,000 $ 27,505,358

ProShares UltraShort Silver Common Units of Beneficial Interest

$ 2,700,000,000 550,000 $ 41,391,244

ProShares Short Euro Common Units of Beneficial Interest

$ 200,000,000 $

ProShares UltraShort Australian Dollar Common Units of Beneficial Interest

$ 200,000,000 $

ProShares UltraShort Euro Common Units of Beneficial Interest

$ 2,753,506,872 200,000 $ 3,360,054

ProShares UltraShort Yen Common Units of Beneficial Interest

$ 1,800,000,000 150,000 $ 9,974,148

ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest

$ 300,000,000 $

ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest

$ 4,408,246,073 4,350,000 $ 127,214,584

ProShares Ultra DJ-UBS Natural Gas Common Units of Beneficial Interest

$ 680,000,000 200,000 $ 9,133,238

ProShares Ultra Gold Common Units of Beneficial Interest

$ 1,000,000,000 100,000 $ 4,708,180

ProShares Ultra Silver Common Units of Beneficial Interest

$ 3,300,000,000 787,500 $ 53,059,528

ProShares Ultra Australian Dollar Common Units of Beneficial Interest

$ 200,000,000 $

ProShares Ultra Euro Common Units of Beneficial Interest

$ 500,000,000 $

ProShares Ultra Yen Common Units of Beneficial Interest

$ 500,000,000 $

ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest

$ 3,250,000,000 1,475,000 $ 42,065,649

ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest

$ 1,300,000,000 1,100,000 $ 21,263,524

ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest

$ 8,000,000,000 4,775,000 $ 322,232,448

ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest

$ 2,750,000,000 2,850,000 $ 162,438,045

Total:

$ 39,186,752,945 26,637,500 $ 1,145,179,721

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(c) From January 1, 2014 to March 31, 2014, 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 UltraShort DJ-UBS Commodity

01/01/14 to 01/31/14

$

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

$

ProShares UltraShort DJ-UBS Crude Oil

01/01/14 to 01/31/14

2,850,000 $ 34.98

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

1,750,000 $ 30.42

ProShares UltraShort DJ-UBS Natural Gas

01/01/14 to 01/31/14

$

02/01/14 to 02/28/14

400,000 $ 42.82

03/01/14 to 03/31/14

350,000 $ 44.71

ProShares UltraShort Gold

01/01/14 to 01/31/14

250,000 $ 95.73

02/01/14 to 02/28/14

100,000 $ 89.97

03/01/14 to 03/31/14

$

ProShares UltraShort Silver

01/01/14 to 01/31/14

550,000 $ 90.12

02/01/14 to 02/28/14

150,000 $ 75.66

03/01/14 to 03/31/14

250,000 $ 78.39

ProShares Short Euro

01/01/14 to 01/31/14

50,000 $ 35.85

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

$

ProShares UltraShort Australian Dollar

01/01/14 to 01/31/14

50,000 $ 46.14

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

50,000 $ 44.66

ProShares UltraShort Euro

01/01/14 to 01/31/14

450,000 $ 17.39

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

$

ProShares UltraShort Yen

01/01/14 to 01/31/14

1,900,000 $ 68.66

02/01/14 to 02/28/14

300,000 $ 66.02

03/01/14 to 03/31/14

250,000 $ 66.38

ProShares Ultra DJ-UBS Commodity

01/01/14 to 01/31/14

$

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

$

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ProShares Ultra DJ-UBS Crude Oil

01/01/14 to 01/31/14

2,850,000 $ 30.64

02/01/14 to 02/28/14

2,550,000 $ 33.87

03/01/14 to 03/31/14

450,000 $ 34.53

ProShares Ultra DJ-UBS Natural Gas

01/01/14 to 01/31/14

650,000 $ 51.67

02/01/14 to 02/28/14

500,000 $ 53.04

03/01/14 to 03/31/14

200,000 $ 46.12

ProShares Ultra Gold

01/01/14 to 01/31/14

300,000 $ 44.47

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

100,000 $ 49.40

ProShares Ultra Silver

01/01/14 to 01/31/14

237,500 $ 16.76

02/01/14 to 02/28/14

453,474 $ 74.68

03/01/14 to 03/31/14

50,000 $ 69.18

ProShares Ultra Australian Dollar

01/01/14 to 01/31/14

$

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

$

ProShares Ultra Euro

01/01/14 to 01/31/14

$

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

$

ProShares Ultra Yen

01/01/14 to 01/31/14

$

02/01/14 to 02/28/14

$

03/01/14 to 03/31/14

$

ProShares VIX Short-Term Futures ETF

01/01/14 to 01/31/14

1,475,000 $ 30.28

02/01/14 to 02/28/14

5,000,000 $ 33.53

03/01/14 to 03/31/14

300,000 $ 31.56

ProShares VIX Mid-Term Futures ETF

01/01/14 to 01/31/14

275,000 $ 19.23

02/01/14 to 02/28/14

150,000 $ 18.60

03/01/14 to 03/31/14

200,000 $ 19.54

ProShares Ultra VIX Short-Term Futures ETF

01/01/14 to 01/31/14

2,025,000 $ 75.92

02/01/14 to 02/28/14

402,290 $ 83.95

03/01/14 to 03/31/14

450,000 $ 73.04

ProShares Short VIX Short-Term Futures ETF

01/01/14 to 01/31/14

$

02/01/14 to 02/28/14

600,000 $ 62.42

03/01/14 to 03/31/14

900,000 $ 61.39

Total:

29,818,264 $ 44.45

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit
No.

Description of Document

31.1 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
31.2 Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1 Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
32.2 Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
101.INS XBRL Instance Document(3)
101.SCH XBRL Taxonomy Extension Schema(3)
101.CAL XBRL Taxonomy Extension Calculation Linkbase(3)
101.DEF XBRL Taxonomy Extension Definition Linkbase(3)
101.LAB XBRL Taxonomy Extension Label Linkbase(3)
101.PRE XBRL Taxonomy Extension Presentation Linkbase(3)

(1) Filed herewith.
(2) Furnished herewith.
(3) In accordance with Rule 402 of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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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: May 12, 2014

/s/ Edward Karpowicz

By: Edward Karpowicz
Principal Financial Officer
Date: May 12, 2014
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