annual report - proshares · by pausing its interest rat e-hike campaign, which helped drive an...

ANNUAL REPORTMAY 31, 2019

GearedShort 7-10 Year Treasury TBXShort 20+ Year Treasury TBFShort Basic Materials SBMShort Dow30SM DOGShort Financials SEFShort FTSE China 50 YXIShort High Yield SJBShort MidCap400 MYYShort MSCI EAFE EFZShort MSCI Emerging Markets EUMShort Oil & Gas DDGShort QQQ PSQShort Real Estate REKShort Russell2000 RWMShort S&P500® SHShort SmallCap600 SBBUltra 7-10 Year Treasury USTUltra 20+ Year Treasury UBTUltra Basic Materials UYMUltra Communication Services Select Sector XCOMUltra Consumer Goods UGEUltra Consumer Services UCCUltra Dow30SM DDMUltra Financials UYGUltra FTSE China 50 XPPUltra FTSE Europe UPVUltra Gold Miners GDXXUltra Health Care RXLUltra High Yield UJBUltra Industrials UXI

Ultra MidCap400 MVVUltra MSCI Brazil Capped UBRUltra MSCI EAFE EFOUltra MSCI Emerging Markets EETUltra MSCI Japan EZJUltra Nasdaq Biotechnology BIBUltra Oil & Gas DIGUltra QQQ QLDUltra Real Estate UREUltra Russell2000 UWMUltra S&P500® SSOUltra Semiconductors USDUltra SmallCap600 SAAUltra Technology ROMUltra Telecommunications LTLUltra Utilities UPWUltraPro Communication Services Select Sector UCOMUltraPro Dow30SM UDOWUltraPro Financial Select Sector FINUUltraPro MidCap400 UMDDUltraPro Nasdaq Biotechnology UBIOUltraPro QQQ TQQQUltraPro Russell2000 URTYUltraPro S&P500® UPROUltraPro Short 20+ Year Treasury TTTUltraPro Short Communication Services Select Sector SCOMUltraPro Short Dow30SM SDOWUltraPro Short Financial Select Sector FINZUltraPro Short MidCap400 SMDDUltraPro Short Nasdaq Biotechnology ZBIO

UltraPro Short QQQ SQQQUltraPro Short Russell2000 SRTYUltraPro Short S&P500® SPXUUltraShort 7-10 Year Treasury PSTUltraShort 20+ Year Treasury TBTUltraShort Basic Materials SMNUltraShort Communication Services Select Sector YCOMUltraShort Consumer Goods SZKUltraShort Consumer Services SCCUltraShort Dow30SM DXDUltraShort Financials SKFUltraShort FTSE China 50 FXPUltraShort FTSE Europe EPVUltraShort Gold Miners GDXSUltraShort Health Care RXDUltraShort Industrials SIJUltraShort MidCap400 MZZUltraShort MSCI Brazil Capped BZQUltraShort MSCI EAFE EFUUltraShort MSCI Emerging Markets EEVUltraShort MSCI Japan EWVUltraShort Nasdaq Biotechnology BISUltraShort Oil & Gas DUGUltraShort QQQ QIDUltraShort Real Estate SRSUltraShort Russell2000 TWMUltraShort S&P500® SDSUltraShort Semiconductors SSGUltraShort SmallCap600 SDDUltraShort Technology REWUltraShort Utilities SDP

PROSHARES TRUST Distributor: SEI Investments Distribution Co.

Toppan Merrill - Proshares Trust Geared Book Annual Report [Funds] 333-089822 05-31-2019 ED [AUX] | eperez | 26-Jul-19 18:29 | 19-12432-3.aa | Sequence: 1CHKSUM Content: 13099 Layout: 45051 Graphics: 23496 CLEAN

JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 3, Black, ~note-color 2 GRAPHICS: proshares_k_logo.eps V1.5

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies ofthe Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copiesof the reports. Instead, the reports will be made available on the Trust’s website (www.proshares.com), and you will be notified bymail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not takeany action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as your brokerage firm).

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Please contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Your election to receive reports inpaper will apply to all funds held in your account that you invest in through your financial intermediary.

Toppan Merrill - Proshares Trust Geared Book Annual Report [Funds] 333-089822 05-31-2019 ED [AUX] | eperez | 26-Jul-19 18:29 | 19-12432-3.aa | Sequence: 2CHKSUM Content: 11218 Layout: 56428 Graphics: 0 CLEAN

JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: Black, ~note-color 2 GRAPHICS: none V1.5

TABLE OF CONTENTS

Receive investor materials electronically:

Shareholders may sign up for electronic delivery of investor materials. By doing so, you will receive the information faster and help us reduce theimpact on the environment of providing these materials. To enroll in electronic delivery,

1. Go to www.icsdelivery.com2. Select the first letter of your brokerage firm’s name.3. From the list that follows, select your brokerage firm. If your brokerage firm is not listed, electronic delivery may not be available. Please contact

your brokerage firm.4. Complete the information requested, including the e-mail address where you would like to receive notifications for electronic documents.

Your information will be kept confidential and will not be used for any purpose other than electronic delivery. If you change your mind, you can cancelelectronic delivery at any time and revert to physical delivery of your materials. Just go to www.icsdelivery.com, perform the first three steps above,and follow the instructions for cancelling electronic delivery. If you have any questions, please contact your brokerage firm.

I Shareholder LetterII Management Discussion of Fund

PerformanceXCVII Expense Examples

1 Schedule of Portfolio Investments207 Statements of Assets and

Liabilities224 Statements of Operations241 Statements of Changes in Net

Assets

273 Financial Highlights310 Notes to Financial Statements345 Report of Independent Registered

Public Accounting Firm346 Board Approval of Investment

Advisory Agreement348 Miscellaneous Information349 Trustees and Executive Officers of

ProShares Trust

Toppan Merrill - Proshares Trust Geared Book Annual Report [Funds] 333-089822 05-31-2019 ED [AUX] | eperez | 26-Jul-19 18:29 | 19-12432-3.ab | Sequence: 1CHKSUM Content: 45801 Layout: 40221 Graphics: 0 CLEAN

JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~HTML color, ~watermark, Black, ~note-color 2 GRAPHICS: none V1.5

This page intentionally left blank.

Toppan Merrill - Proshares Trust Geared Book Annual Report [Funds] 333-089822 05-31-2019 ED [AUX] | eperez | 26-Jul-19 18:29 | 19-12432-3.ae | Sequence: 1CHKSUM Content: 53056 Layout: 17659 Graphics: 0 CLEAN

JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 2, Black GRAPHICS: none V1.5

PROSHARES.COM :: I

DEAR SHAREHOLDER:I am pleased to present the ProShares Trust Annual Report for the12 months ended May 31, 2019.

Equity Markets Take Investors on a Bumpy Ride

Volatility returned to global equity markets during the period, tak-ing investors on a veritable roller coaster ride. After climbingsteadily during last summer on the heels of solid economic dataand the positive effects of tax cuts, U.S. markets reversed sharplyin the fall. Fears of slowing global growth and a trade war withChina drove investors to abandon equities in favor of Treasurysand other safe haven assets, causing U.S. stock indexes to posttheir worst declines since the financial crisis. The Fed respondedby pausing its interest rate-hike campaign, which helped drive animpressive stock market recovery in the first half of 2019, beforestocks gave back some gains in May on escalating trade tensions.Large-cap stocks advanced modestly over the 12-month period, withthe Dow® and the S&P 500® up 4.0% and 3.8%, respectively. How-ever, mid-cap and small-cap stocks were unable to regain levelsreached in 2018, with the S&P MidCap 400® and Russell 2000® los-ing 5.4% and 9.0%, respectively, during the period.

The economy continued to grow, with real GDP increasing at anannual rate of 3.1% in the first quarter of 2019, according to themost recent data released. This is up from the fourth quarter of2018, which saw GDP increase by 2.2%, but lower than the thirdquarter of 2018, which saw a 3.4% increase.

Eight of the 10 sectors included in the Dow Jones U.S. Industry In-dices gained during the 12-month period. Utilities was the top sec-tor, rising 17.3%, followed by telecom and consumer services, bothup 10.3%. The laggards were oil & gas, which declined 21.6%, andbasic materials, which fell 13.2%.

International equities declined during the period, facing many ofthe same challenges as U.S. stocks. The MSCI EAFE Index, whichtracks developed markets outside North America, lost 5.8%, whileEuropean equities fell 5.2%, as measured by the MSCI EuropeIndex. Asian markets fared less well, with the FTSE China 50 andMSCI Japan Indexes declining 10.8% and 10.0%, respectively.Emerging markets suffered slightly less, with the MSCI EmergingMarkets Index off 8.7%, dragged down primarily by Chinese stocks.The U.S. dollar displayed relative strength against a basket of

currencies, rising 3.0% for the period, according to the BloombergDollar Spot Index.

Bond Markets Rally

The Federal Reserve hiked its Fed Funds overnight lending ratethree times during the first half of the period, but halted its rate-hike campaign early in 2019, as signs of slowing growth and esca-lating trade tensions drove a dramatic selloff in risk assets. TheFed’s policy shift prompted a powerful rally in bonds along the yieldcurve and across the risk spectrum. The Barclays U.S. AggregateBond Index, representing the broad U.S. bond market, rose 6.4%.Long-dated Treasurys were the biggest gainers, with the Ryan LabsTreasury 30-Year and 10-Year Indexes up 11.8% and 8.9%, respec-tively. Corporate bonds also delivered strong results, with theMarkit iBoxx $ Liquid Investment Grade Index rising 8.3% and theMarkit iBoxx $ Liquid High Yield Index gaining 5.9%.

ProShares Assets Grow, New Funds Launched

Despite the market selloff in late 2018, ProShares’ assets undermanagement increased during the 12-month period to $27.7 billion.ProShares’ inverse equity ETFs saw healthy inflows, with assetsunder management increasing by 47%. In January, four new ETFswere added to the ProShares geared equity fund lineup with thetickers XCOM, UCOM, YCOM and SCOM. These funds provide +/-2x and +/- 3x exposure to the new S&P Communications ServicesSelect Sector Index, which includes companies in the diversifiedtelecommunication services, wireless telecommunication services,media, entertainment, or interactive media and services industries.

Thank you for investing in ProShares. We appreciate your contin-ued trust and confidence.

Sincerely,

Michael L. Sapir

Chairman of the Board of Trustees

Toppan Merrill - Proshares Trust Geared Book Annual Report [Funds] 333-089822 05-31-2019 ED [AUX] | eperez | 26-Jul-19 18:29 | 19-12432-3.ba | Sequence: 1CHKSUM Content: 25322 Layout: 2264 Graphics: 35466 CLEAN

JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 3, ~note-color 2, Black GRAPHICS: michael_sapir_k_sig.eps, Michael_Sapir_2016_photo.eps V1.5

II :: MAY 31, 2019 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

MANAGEMENT DISCUSSION OF FUND PERFORMANCE

Toppan Merrill - Proshares Trust Geared Book Annual Report [Funds] 333-089822 05-31-2019 ED [AUX] | eperez | 26-Jul-19 18:29 | 19-12432-3.ca | Sequence: 1CHKSUM Content: 1694 Layout: 17125 Graphics: 0 CLEAN

JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 2, ~note-color 3, Black GRAPHICS: none V1.5

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MAY 31, 2019 :: III

Investment Strategies and Techniques — Geared Funds:Ninety one (91) ProShares Geared exchange-traded funds (“ETFs”) werein existence for the period covered by this annual report (eachProShares Geared ETF, a “Fund” and, collectively, the “Funds”).

Each Fund seeks daily investment results, before fees and expenses,that correspond to the performance of a daily benchmark such as themultiple (i.e., 3x or 2x), the inverse (-1x) or an inverse multiple (i.e., -3xor -2x) of an underlying index for a single day, not for any other period.This means the Funds seek investment results for a single day only, asmeasured from the time a Fund calculates its net asset value (“NAV”)to the time of the Fund’s next NAV calculation, not for longer periods.The return of a Fund for a period longer than a single day will be theresult of each day’s returns compounded over the period, which willvery likely differ from the Fund’s stated leveraged, inverse, or inverseleveraged multiple times the return of the Fund’s index for that period.During periods of higher market volatility, the volatility of a Fund’sindex may affect the Fund’s return as much as or more than the returnof the index.

ProShare Advisors LLC (“PSA”), the Funds’ investment adviser, uses apassive approach in seeking to achieve the investment objective ofeach Fund. Using this approach, PSA determines the type, quantityand mix of investment positions that a Fund should hold to approxi-mate the daily performance of its index.

When managing the Funds, PSA does not invest the assets of the Fundsin securities or financial instruments based on its view of the invest-ment merit of a particular security, instrument, or company. In addi-tion, PSA does not conduct conventional investment research oranalysis, forecast market movements, trends or market conditions, ortake defensive positions in managing assets of the Funds.

The Funds make significant use of investment techniques that maybe considered aggressive, including the use of swap agreements, fu-tures contracts, and similar instruments (collectively, “derivatives”).Funds using derivatives are exposed to risks different from, or possiblygreater than, the risks associated with investing directly in securities,including one or more of the following: counterparty risk (i.e., the riskthat a counterparty is unable or unwilling to make timely paymentsto meet its contractual obligations) on the amount a Fund expects toreceive from a derivatives counterparty, liquidity risk (i.e., the risk thata Fund might not be able to acquire or dispose of certain holdingsquickly or at prices that represent true market value in the judgmentof PSA), and increased correlation risk (i.e., the risk that a Fund maynot be able to achieve a high degree of correlation with its index or amultiple or inverse thereof). If a counterparty becomes bankrupt, orfails to perform its obligations, the value of an investment in a Fundmay decline. With respect to swaps and forward contracts, the Fundsseek to mitigate counterparty risk by generally requiring derivativescounterparties to post collateral for the benefit of each Fund, markedto market daily, in an amount approximately equal to the amount thecounterparty owes the Fund, subject to certain minimum thresholds.

The Funds primarily enter into derivatives with counterparties thatare major global financial institutions. Any costs associated with usingderivatives will have the effect of lowering a Fund’s return.

Factors that Materially Affected the Performance of EachFund during the Year Ended May 31, 20191:Primary factors affecting Fund performance, before fees and expenses,include the following: the total return of the securities and derivatives(if any) held by a Fund, including the performance of the reference as-sets to which any derivatives are linked, financing rates paid or earnedby a Fund associated with cash and, in certain cases, derivative posi-tions; stock dividends, premiums and bond yields paid or earned by aFund (including those included in the total return of derivatives con-tracts); the types of derivative contracts (if any) used by a Fund andtheir correlation to the relevant index or asset fees, expenses, andtransaction costs; the volatility of a Fund’s index (and its impact oncompounding); and other miscellaneous factors.

• Index Performance: The performance of each Fund’s index and, inturn, the factors and market conditions affecting that index areprincipal factors driving Fund performance.2

• Compounding of Daily Returns and Volatility: Each Fund seeks daily in-vestment results, before fees and expenses, that correspond to theperformance of a daily benchmark such as the multiple (i.e., 3x or2x), the inverse (-1x) or an inverse multiple (i.e., -3x or -2x) of its un-derlying index for a single day only, not for any other period. Forlonger periods, performance may be greater than or less than aFund’s one-day multiple times the index performance over the pe-riod, before fees and expenses. This is due to the effects of com-pounding, which exists in all investments, but has a moresignificant impact on geared funds. In general, during periods ofhigher index volatility, compounding will cause Fund performancefor periods longer than a single day to be more or less than the mul-tiple of the return of the index. This effect becomes more pro-nounced as volatility increases. Conversely, in periods of lower indexvolatility (particularly when combined with higher index returns),Fund returns over longer periods can be higher than the multipleof the return of the index. Actual results for a particular period, be-fore fees and expenses, are also dependent on the following factors:a) period of time; b) financing rates associated with derivatives;c) other Fund expenses; d) dividends and interest paid with respectto the securities in the index, e) the index’s volatility; and f) theindex’s performance. Longer holding periods, higher index volatility,inverse exposure and/or greater leverage each exacerbates the im-pact of compounding on a Fund’s performance. During periods ofhigher index volatility, the volatility of an index may affect a Fund’sreturn as much as or more than the return of its index. Daily volatil-ity for the U.S. equity markets increased from a year ago. The volatil-ity for the S&P 500 for the year ended May 31, 2019, was 15.24%,which was higher than the prior year’s volatility of 12.3%. The volatil-ity of each index utilized by a Fund is shown below.

1 Past performance is not a guarantee of future results.2 Indexes do not actually hold a portfolio of securities and/or financial instruments. Indexes do not incur fees, expenses and transaction costs.

Fees, expenses and transaction costs incurred by the Funds negatively impact the performance of the Funds relative to their respective indexes.Performance of each Fund will generally differ from the performance of the Fund’s index.



IV :: MAY 31, 2019 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

Underlying Index One Year Index Volatility MSCI Brazil 25/50 Index® 29.8%

Dow Jones U.S. SemiconductorsSM Index 27.9%

NASDAQ Biotechnology Index® 24.2%

Dow Jones U.S. TechnologySM Index 22.7%

NYSE Arca Gold Miners Index 22.1%

Dow Jones U.S. Oil & GasSM Index 21.6%

NASDAQ-100 Index® 21.2%

FTSE China 50 Index® 20.6%

S&P Communication Services Select Sector Index 20.1%

Dow Jones U.S. Basic MaterialsSM Index 19.0%

Russell 2000® Index 18.2%

S&P SmallCap 600® 17.8%

Dow Jones U.S. Consumer ServicesSM Index 17.6%

Dow Jones U.S. IndustrialsSM Index 17.6%

S&P Financial Select Sector Index 17.1%

Dow Jones U.S. Select TelecommunicationsSM Index 16.4%

Dow Jones U.S. Health CareSM Index 16.3%

MSCI Japan Index® 15.7%

S&P MidCap 400® 15.7%

Dow Jones Industrial AverageSM 15.5%

S&P 500® Index 15.2%

Dow Jones U.S. FinancialsSM Index 14.6%

MSCI Emerging Markets Index® 14.4%

Dow Jones U.S. Real EstateSM Index 14.2%

Dow Jones U.S. UtilitiesSM Index 14.0%

FTSE Developed Europe All Cap Index® 13.5%

Dow Jones U.S. Consumer GoodsSM Index 12.5%

MSCI EAFE Index® 10.8%

ICE U.S. Treasury 20+ Year Bond Index 8.8%

ICE U.S. Treasury 7-10 Year Bond Index 4.2%

Markit iBoxx $ Liquid High Yield Index 3.6%

• Financing Rates Associated with Derivatives: The performance of eachFund was impacted by the related financing costs. Financial instru-ments such as futures contracts carry implied financing costs. Swapfinancing rates are negotiated between the Funds and their coun-terparties, and are typically set at the one-week/one-month LondonInterbank Offered Rate (“LIBOR”) plus or minus a negotiated spread.The one-week LIBOR appreciated from 1.75% to 2.39% during thefiscal year. The one-month LIBOR also increased during the fiscalyear from 2.00% to 2.43%. Each Fund with long exposure via deriv-atives was generally negatively affected by financing rates. Con-versely, most Funds with short/inverse derivative exposuregenerally benefited from financing rates. However, in low interestrate environments, LIBOR adjusted by the spread may actually re-sult in a Fund with short/inverse exposure also being negatively affected by financing rates.

• Stock Dividends and Bond Yields: The performance of Funds that pro-vide long or leveraged long exposure was positively impacted by cap-turing the dividend, premium or income yield of the underlyingassets to which they have exposure. The performance of Funds thatprovide inverse or leveraged inverse exposure was negatively im-pacted by virtue of effectively having to pay out the dividend, premium or income yield (or a multiple thereof, as applicable) associated with the assets to which they have short exposure.

• Fees, Expenses, and Transaction Costs: Fees and expenses are listed inthe financial statements of each Fund and may generally be higher,and thus have a more negative impact on Fund performance com-pared to many traditional index-based funds. Daily repositioningof each Fund’s portfolio to maintain exposure consistent with its in-vestment objective, high levels of shareholder creation and redemp-tion activity, and use of leverage may lead to commensurateincreases in portfolio transactions and transaction costs, whichnegatively impact the daily NAV of each Fund. Transaction costs arenot reflected in the Funds’ expense ratio. Transaction costs are gen-erally higher for Funds whose indexes are more volatile, that seekto return a larger daily multiple of its index’s return, that seek to re-turn an inverse or inverse multiple of its index’s return, that investin foreign securities, and for Funds that hold or have exposure toassets that are comparatively less liquid than assets held by otherFunds.

• Miscellaneous factors: Each Fund holds a mix of securities and/or derivatives that is designed to provide returns that seek to achieveits investment objective. Certain Funds may obtain exposure to onlya representative sample of the securities of their index and may nothave investment exposure to all securities of the index or may haveweightings that are different from that of its index. Certain Fundsmay also obtain exposure to securities not contained in their



PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MAY 31, 2019 :: V

respective index or in financial instruments, with the intent of ob-taining exposure with aggregate characteristics similar to those ofthe inverse or a multiple of the Index.

In addition, certain Funds invested in swap agreements that werebased on ETFs that are designed to track the performance of the Fund’sindex rather than swap agreements that were based on the Fund’sindex. Because the closing price of an ETF may not perfectly track theperformance of its index, there are deviations between the return of aswap whose reference asset is an ETF and the return of a swap baseddirectly on the Fund’s index. Thus, the performance of a Fund investingsignificantly in swap agreements based on an ETF may correlate lesswith its index than a Fund investing in swap agreements based directlyon the Fund’s index.



ProShares Short 7-10 Year Treasury (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x)of the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the “Index”). The Fund does not seek to achieve its stated investmentobjective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one netasset value (“NAV”) calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return foreach day compounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possiblyeven direction, from the Fund’s stated multiple times the return of the Fund’s Index for the same period. For the year ended May 31, 2019, theFund had a total return of -5.21%1. For the same period, the Index had a total return of 8.64%2 with a volatility of 4.15%. For the period, the Fundhad an average daily volume of 28,106 shares and an average daily statistical correlation of over 0.99 the inverse of the return of the Index.3

The Fund invests in financial instruments that ProShare Advisors LLC (“Advisor”) believes, in combination, should produce daily returns consistentwith the Fund’s investment objective. The Index is constructed and maintained by Intercontinental Exchange, Inc. The Index is part of a series ofindices designed to measure the performance of the U.S. Treasury market. The Index includes publicly-issued U.S. Treasury securities that havea remaining maturity of greater than seven years and less than or equal to ten years and have $300 million or more of outstanding face value, ex-cluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S.dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debtissued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Indexis weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.During the year ended May 31, 2019, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposureto the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affectedfrom financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determinedto be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of in-vestments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateralfor the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subjectto certain minimum thresholds.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical invest-ment of $10,000 in the ProShares Short 7-10 Year Treasury from April 4,2011 to May 31, 2019, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performanceof the Bloomberg Barclays U.S. 7-10 Year Treasury Bond Index. Indexperformance beginning on October 14, 2016 reflects the performanceof the ICE U.S. Treasury 7-10 Year Bond Index.

$16,000

$14,000

$6,000

$8,000

$10,000

$12,000

$13,822 ICE U.S. Treasury 7-10 Year Bond Index$6,889 ProShares Short 7-10 Year Treasury

04/04

/11

12/31

/12

12/31

/11

12/31

/14

12/31

/18

12/31

/17

12/31

/16

12/31

/15

12/31

/13

05/31

/19

Average Annual Total Return as of 5/31/19

One Year Five Years Since Inception (4/4/11) ProShares Short 7-10 Year Treasury -5.21% -2.82% -4.47%

ICE U.S. Treasury 7-10 Year Bond Index 8.64% 2.98% 4.04%

Expense Ratios**

Fund Gross Net ProShares Short 7-10 Year Treasury 1.05% 0.95%

**Reflects the expense ratio as reported in the Prospectus dated October 1,2018. Contractual fee waivers are in effect through September 30, 2019.See Financial Highlights for effective expense ratios.

VI ::nlTBX SHORT 7-10 YEAR TREASURY :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

Allocation of Portfolio Holdings & Index Composition as of 5/31/19

Market Exposure

Investment Type % of Net Assets

Swap Agreements (97%)

Futures Contracts (3%)

Total Exposure (100%)

“Market Exposure” includes the value of total investments (including thecontract value of any derivatives) and excludes any short-term invest-ments and cash equivalents.

ICE U.S. Treasury 7-10 Year Bond Index – Composition

% of Index

7-10 Year U.S. Treasury 100.0%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes thata shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performanceand current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may bemore or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions hadnot occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the

ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.2 The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the

Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment managementand accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of theNAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.


JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 2, ~note-color 3, Black GRAPHICS: 12432-3_TBX_L.eps V1.5

ProShares Short 20+ Year Treasury (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x)of the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the “Index”). The Fund does not seek to achieve its stated investmentobjective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one netasset value (“NAV”) calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return foreach day compounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possiblyeven direction, from the Fund’s stated multiple times the return of the Fund’s Index for the same period. For the year ended May 31, 2019, theFund had a total return of -7.75%1. For the same period, the Index had a total return of 11.09%2 and a volatility of 8.80%. For the period, the Fundhad an average daily volume of 422,776 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.3

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund’sinvestment objective. The Index is constructed and maintained by Intercontinental Exchange, Inc. The Index is part of a series of indicesdesigned to measure the performance of the U.S. Treasury market. The Index includes publicly-issued U.S. Treasury securities that have a re-maining maturity of greater than twenty years and have $300 million or more of outstanding face value, excluding amounts held by the FederalReserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the UnderlyingIndex are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a governmentguarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization,and the securities in the Underlying Index are updated on the last business day of each month.During the year ended May 31, 2019, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposureto the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affectedfrom financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determinedto be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of in-vestments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateralfor the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subjectto certain minimum thresholds


*The line graph represents historical performance of a hypothetical invest-ment of $10,000 in the ProShares Short 20+ Treasury from August 18,2009 to May 31, 2019, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performanceof the Bloomberg Barclays U.S. 20+ Year Treasury Bond Index. Indexperformance beginning on October 14, 2016 reflects the performanceof the ICE U.S. Treasury 20+ Year Bond Index.

$25,000

$20,000

$15,000

$0

$10,000

$5,000

12/31

/09

08/18

/09

12/31

/10

12/31

/13

12/31

/12

12/31

/11

05/31

/19

12/31

/18

12/31

/17

12/31

/16

12/31

/15

12/31

/14

$18,917 ICE U.S. Treasury 20+ Year Bond Index

$4,183 ProShares Short 20+ Year Treasury


One Year Five Years Since Inception (8/18/09) ProShares Short 20+ Year Treasury -7.75% -6.16% -8.52%

ICE U.S. Treasury 20+ Year Bond Index 11.09% 5.62% 6.72%

Expense Ratios**

Fund Gross Net ProShares Short 20+ Year Treasury 0.91% 0.91%


Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes thata shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performanceand current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may bemore or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions hadnot occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the

ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.2 The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the

Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment managementand accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.



PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT 20+ YEAR TREASURYnlTBF :: VII


Market Exposure






ICE U.S. Treasury 20+ Year Bond Index – Composition

% of Index

20+ Year U.S. Treasury 100.0%


JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 2, ~note-color 3, Black GRAPHICS: 12432-3_TBF_L.eps V1.5

ProShares Short Basic Materials (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) ofthe daily performance of the Dow Jones U.S. Basic MaterialsSM Index (the “Index”). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one netasset value (“NAV”) calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return foreach day compounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possiblyeven direction, from the Fund’s stated multiple times the return of the Fund’s Index for the same period. For the year ended May 31, 2019, theFund had a total return of 14.50%1. For the same period, the Index had a total return of -13.17%2 and a volatility of 18.99%. For the period, theFund had an average daily volume of 772 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.3

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund’s in-vestment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index seeks to measure the performance of certaincompanies in the basic materials sector of the U.S. equity market. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal.

During the year ended May 31, 2019, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivativesgenerally tracked the performance of their underlying index and the Fund was generally negatively impacted from financing rates associatedwith their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial in-stitutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline.The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, markedto market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds


*The line graph represents historical performance of a hypothetical in-vestment of $10,000 in the ProShares Short Basic Materials fromMarch 16, 2010 to May 31, 2019, assuming the reinvestment of distributions.

$20,000

$0

$5,000

$10,000

$15,000

$16,238 Dow Jones U.S. Basic Materials Index

$4,087 ProShares Short Basic Materials

03/16

/10

12/31

/10

12/31

/15

12/31

/18

12/31

/17

12/31

/16

12/31

/14

12/31

/13

12/31

/12

12/31

/11

05/31

/19


One Year Five Years Since Inception (3/16/10) ProShares Short Basic Materials 14.50% -4.22% -9.26%

Dow Jones U.S. Basic Materials Index -13.17% 1.78% 5.40%

Expense Ratios**

Fund Gross Net ProShares Short Basic Materials 4.22% 0.95%


Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes thata shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performanceand current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may bemore or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions hadnot occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of theex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2 The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in theIndex. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment managementand accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.



VIII ::nlSBM SHORT BASIC MATERIALS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST


Market Exposure





Dow Jones U.S. Basic Materials Index – Composition

% of Index

Chemicals 83.7%

Metals & Mining 15.5%

Paper & Forest Products 0.5%

Oil, Gas & Consumable Fuels 0.3%


JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 2, ~note-color 3, Black GRAPHICS: 12432-3_SBM_L.eps V1.5

ProShares Short Dow30SM (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the dailyperformance of the Dow Jones Industrial Average® (the “Index”). The Fund does not seek to achieve its stated investment objective over a periodof time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value (“NAV”) calcu-lation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compoundedover the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from theFund’s stated multiple times the return of the Fund’s Index for the same period. For the year ended May 31, 2019, the Fund had a total return of-2.54%1. For the same period, the Index had a total return of 4.05%2 and a volatility of 15.49%. For the period, the Fund had an average dailyvolume of 692,218 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.3

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund’sinvestment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes30 large-cap, “blue-chip” U.S. stocks, excluding utility and transportation companies.

During the year ended May 31, 2019, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index.These derivatives generally tracked the performance of their underlying index and the Fund generally benefited from financing rates associatedwith swap agreements. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financialinstitutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline.The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, markedto market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT DOW30SMnlDOG :: IX

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical in-vestment of $10,000 in the ProShares Short Dow30SM from May 31,2009 to May 31, 2019, assuming the reinvestment of distributions.

$40,000

$35,000

$30,000

$25,000

$20,000

$0

$15,000

$5,000

$10,000

$37,637 Dow Jones Industrial Average$2,187 ProShares Short Dow30SM

12/31

/09

12/31

/11

12/31

/10

12/31

/18

12/31

/17

12/31

/16

12/31

/15

12/31

/14

12/31

/13

12/31

/12

05/31

/19

05/31

/09


One Year Five Years Ten Years ProShares Short Dow30SM -2.54% -10.57% -14.10%

Dow Jones Industrial Average Index 4.05% 10.88% 14.16%

Expense Ratios**

Fund Gross Net ProShares Short Dow30SM 0.97% 0.95%








Market Exposure






Dow Jones Industrial Average – Composition

% of Index Industrials 20.4%Information Technology 18.7%Financials 15.0%Health Care 13.5%Consumer Discretionary 12.7%Consumer Staples 8.3%Telecommunication Services 5.1%Energy 5.0%Materials 1.3%


JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 2, ~note-color 3, Black GRAPHICS: 12432-3_DOG_L.eps V1.5

ProShares Short Financials (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of thedaily performance of the Dow Jones U.S. FinancialsSM Index (the “Index”). The Fund does not seek to achieve its stated investment objectiveover a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value(“NAV”) calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each daycompounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possibly even direction,from the Fund’s stated multiple times the return of the Fund’s Index for the same period. For the year ended May 31, 2019, the Fund had a totalreturn of -2.03%1. For the same period, the Index had a total return of 3.39%2 and a volatility of 14.63%. For the period, the Fund had an averagedaily volume of 16,615 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.3

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund’s in-vestment objective. The Index is constructed and maintained S&P Dow Jones Indices LLC. The Index seeks to measure the performance of certaincompanies in the financial services sector of the U.S. equity market. Component companies include: among others, regional banks; major U.S.domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in realestate; diversified financial companies such as Fannie Mae, credit card issuers, check cashing companies, mortgage lenders and investment ad-visors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

During the year ended May 31, 2019, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivativesgenerally tracked the performance of their underlying index and the Fund generally benefited from financing rates associated with their use.The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If acounterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fundhas sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked tomarket daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

X ::nlSEF SHORT FINANCIALS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST


*The line graph represents historical performance of a hypothetical in-vestment of $10,000 in the ProShares Short Financials from May 31,2009 to May 31, 2019, assuming the reinvestment of distributions.

$35,000

$20,000

$25,000

$30,000

$0

$5,000

$10,000

$15,000

$33,548 Dow Jones U.S. Financials Index

$1,999 ProShares Short Financials

05/31

/09

12/31

/09

12/31

/10

12/31

/18

12/31

/17

12/31

/16

12/31

/15

12/31

/14

12/31

/13

12/31

/12

12/31

/11

05/31

/19


One Year Five Years Ten Years ProShares Short Financials -2.03% -10.69% -14.87%

Dow Jones U.S. Financials Index 3.39% 10.23% 12.86%

Expense Ratios**

Fund Gross Net ProShares Short Financials 1.22% 0.95%








Market Exposure





Dow Jones U.S. Financials Index – Composition

% of Index Banks 28.1%Diversified Financials 26.3%Real Estate 20.8%Insurance 14.4%Software & Services 10.0%Commercial & Professional Services 0.4%


JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 2, ~note-color 3, Black GRAPHICS: 12432-3_SEF_L.eps V1.5

ProShares Short FTSE China 50 (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) ofthe daily performance of the FTSE China 50 Index® (the “Index”). The Fund does not seek to achieve its stated investment objective over aperiod of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value (“NAV”)calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compoundedover the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from theFund’s stated multiple times the return of the Fund’s Index for the same period. For the year ended May 31, 2019, the Fund had a total return of9.30%1. For the same period, the Index had a total return of -11.10%2 and a volatility of 20.61%. For the period, the Fund had an average dailyvolume of 7,447 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.3

The Fund invests in in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund’sinvestment objective. The Index is constructed and maintained FTSE International Limited. The Index consists of 50 of the largest and mostliquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.

During the year ended May 31, 2019, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivativesgenerally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associatedwith their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial in-stitutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline.The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, markedto market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT FTSE CHINA 50nlYXI :: XI


*The line graph represents historical performance of a hypothetical invest-ment of $10,000 in the ProShares Short FTSE China 50 from March 16,2010 to May 31, 2019, assuming the reinvestment of distributions.

$16,000

$14,000

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$13,209 FTSE China 50 Index

$4,059 ProShares Short FTSE China 50

03/16

/10

12/31

/10

12/31

/15

12/31

/18

12/31

/17

12/31

/16

12/31

/14

12/31

/13

12/31

/12

12/31

/11

05/31

/19


One Year Five Years Since Inception (3/16/10) ProShares Short FTSE China 50 9.30% -9.77% -9.33%

FTSE China 50 Index -11.10% 5.28% 3.07%

Expense Ratios**

Fund Gross Net ProShares Short FTSE China 50 2.00% 0.95%





3 1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund’s NAV is calculated, correlationto the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the valuesof securities underlying the Index as of the Fund’s NAV calculation time to the daily total return of the NAV per share of the Fund.



Market Exposure





FTSE China 50 Index – Composition

% of Index Financials 47.1%Communication Services 19.0%Energy 10.6%Real Estate 9.5%Consumer Discretionary 5.0%Industrials 4.4%Information Technology 2.1%Materials 1.3%Utilities 1.0%


JOB: 19-12432-3 CYCLE#;BL#: 7; 0 TRIM: 8.250 x 10.750 AS: New York: 212-620-5600COLORS: ~note-color 2, ~note-color 3, Black GRAPHICS: 12432-3_YXI_L.eps V1.5

ProShares Short High Yield (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of thedaily performance of the Markit iBoxx $ Liquid High Yield Index (the “Index”). The Fund does not seek to achieve its stated investment objectiveover a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value(“NAV”) calculation to the next not for any other period. The return of the Fund for longer periods will be the result of its return for each daycompounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possibly even direction,from the Fund’s stated multiple times the return of the Fund’s Index for the same period. For the year ended May 31, 2019, the Fund had a totalreturn of -3.75%1. For the same period, the Index had a total return of 5.87%2 with a volatility of 3.56%. For the period, the Fund had an averagedaily volume of 113,436 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.3

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund’sinvestment objective. The Index is constructed and maintained by Markit Indices Limited. The Index is a market-value weighted index designedto provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means ofincluding the most liquid high yield corporate bonds available as determined by a set of transparent and objective Index rules. Currently, thebonds eligible for inclusion in the Index include U.S. dollar-denominated, corporate bonds for sale in the United States that are issued by com-panies domiciled in developed countries; are rated sub-investment grade using an average of Moody’s Investor Service, Fitch Ratings or S&PGlobal Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and have atissuance an expected remaining life of 15 years of less, and at rebalancing minimum one year to expected maturity with new insertions minimumof at least one year and 6 months to maturity. There is no limit to the number of issues in the Index.

During the year ended May 31, 2019, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivativesgenerally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associatedwith their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial in-stitutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline.The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, markedto market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

XII ::nlSJB SHORT HIGH YIELD :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST


*The line graph represents historical performance of a hypothetical in-vestment of $10,000 in the ProShares Short High Yield from March 21,2011 to May 31, 2019, assuming the reinvestment of distributions.

$16,000

$14,000

$12,000

$4,000

$6,000

$8,000

$10,000

$15,550 Markit iBoxx $ Liquid High Yield Index

$5,596 ProShares Short High Yield

03/21

/11

12/31

/18

12/31

/17

12/31

/16

12/31

/15

12/31

/14

12/31

/13

12/31

/11

12/31

/12

05/31

/19


One Year Five Years Since Inception (3/21/11) ProShares Short High Yield -3.75% -4.28% -6.84%

Markit iBoxx $ Liquid High Yield Index 5.87% 3.84% 5.53%

Expense Ratios**

Fund Gross Net ProShares Short High Yield 0.99% 0.95%




2 The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in theIndex. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment managementand accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3 1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund’s NAV is calculated, correlationto the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the valuesof securities underlying the Index as of the Fund’s NAV calculation time to the daily total return of the NAV per share of the Fund.



Market Exposure





Markit iBoxx $ Liquid High Yield Index – Composition

% of Index

High Yield

annual report - proshares · by pausing its interest rat e-hike campaign, which helped drive an...

Documents