ProShares Geared Funds Semiannual Report · SEMIANNUAL REPORT NOVEMBER 30, 2018 Geared TBX Short 7-10 Year Treasury TBF Short 20+ Year Treasury SBM Short Basic Materials DOG Short

SEMIANNUAL REPORTNOVEMBER 30, 2018

GearedTBX Short 7-10 Year TreasuryTBF Short 20+ Year TreasurySBM Short Basic MaterialsDOG Short Dow30SM

SEF Short FinancialsYXI Short FTSE China 50SJB Short High YieldMYY Short MidCap400EFZ Short MSCI EAFEEUM Short MSCI Emerging MarketsDDG Short Oil& GasPSQ Short QQQREK Short Real EstateRWM Short Russell2000SH Short S&P500

SBB Short SmallCap600UST Ultra 7-10 Year TreasuryUBT Ultra 20+ Year TreasuryUYM Ultra Basic MaterialsUGE Ultra Consumer GoodsUCC Ultra Consumer ServicesDDM Ultra Dow30SM

UYG Ultra FinancialsXPP Ultra FTSE China 50UPV Ultra FTSE EuropeGDXX Ultra Gold MinersRXL Ultra Health CareUJB Ultra High YieldUXI Ultra Industrials

MVV Ultra MidCap400UBR Ultra MSCI Brazil CappedEFO Ultra MSCI EAFEEET Ultra MSCI Emerging MarketsEZJ Ultra MSCI JapanBIB Ultra Nasdaq BiotechnologyDIG Ultra Oil& GasQLD Ultra QQQURE Ultra Real EstateUWM Ultra Russell2000SSO Ultra S&P500

USD Ultra SemiconductorsSAA Ultra SmallCap600ROM Ultra TechnologyLTL Ultra TelecommunicationsUPW Ultra UtilitiesUDOW UltraPro Dow30SM

FINU UltraPro Financial Select SectorUMDD UltraPro MidCap400UBIO UltraPro Nasdaq BiotechnologyTQQQ UltraPro QQQURTY UltraPro Russell2000UPRO UltraPro S&P500

TTT UltraPro Short 20+ Year TreasurySDOW UltraPro Short Dow30SM

FINZ UltraPro Short Financial Select SectorSMDD UltraPro Short MidCap400ZBIO UltraPro Short Nasdaq BiotechnologySQQQ UltraPro Short QQQ

SRTY UltraPro Short Russell2000SPXU UltraPro Short S&P500

PST UltraShort 7-10 Year TreasuryTBT UltraShort 20+ Year TreasurySMN UltraShort Basic MaterialsSZK UltraShort Consumer GoodsSCC UltraShort Consumer ServicesDXD UltraShort Dow30SM

SKF UltraShort FinancialsFXP UltraShort FTSE China 50EPV UltraShort FTSE EuropeGDXS UltraShort Gold MinersRXD UltraShort Health CareSIJ UltraShort IndustrialsMZZ UltraShort MidCap400BZQ UltraShort MSCI Brazil CappedEFU UltraShort MSCI EAFEEEV UltraShort MSCI Emerging MarketsEWV UltraShort MSCI JapanBIS UltraShort Nasdaq BiotechnologyDUG UltraShort Oil& GasQID UltraShort QQQSRS UltraShort Real EstateTWM UltraShort Russell2000SDS UltraShort S&P500

SSG UltraShort SemiconductorsSDD UltraShort SmallCap600REW UltraShort TechnologySDP UltraShort Utilities

PROSHARES TRUST Distributor: SEI Investments Distribution Co.

Merrill Corp - Proshares Trust Geared 87 Funds Semi-Annual Report [Funds] 333-089822 11-30-2018 ED [AUX] | thunt | 25-Jan-19 13:47 | 19-1118-3.aa | Sequence: 1CHKSUM Content: 36164 Layout: 35189 Graphics: 64408 CLEAN

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Beginning on January1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies ofthe Funds 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 Funds 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 January1, 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.

Merrill Corp - Proshares Trust Geared 87 Funds Semi-Annual Report [Funds] 333-089822 11-30-2018 ED [AUX] | thunt | 25-Jan-19 13:47 | 19-1118-3.aa | Sequence: 2CHKSUM Content: 50672 Layout: 32531 Graphics: No Graphics CLEAN

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TABLE OF CONTENTS

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I Shareholder LetterII Allocation of Portfolio Holdings&

Index CompositionXLVI Expense Examples

1 Schedule of Portfolio Investments194 Statements of Assets and

Liabilities210 Statements of Operations

226 Statements of Changes inNet Assets

256 Financial Highlights302 Notes to Financial Statements336 Board Approval of Investment

Advisory Agreement339 Miscellaneous Information

Merrill Corp - Proshares Trust Geared 87 Funds Semi-Annual Report [Funds] 333-089822 11-30-2018 ED [AUX] | sholt | 25-Jan-19 14:55 | 19-1118-3.ac | Sequence: 1CHKSUM Content: 3617 Layout: 6791 Graphics: No Graphics CLEAN

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Merrill Corp - Proshares Trust Geared 87 Funds Semi-Annual Report [Funds] 333-089822 11-30-2018 ED [AUX] | thunt | 25-Jan-19 13:47 | 19-1118-3.ae | Sequence: 1CHKSUM Content: 25314 Layout: 6088 Graphics: No Graphics CLEAN

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PROSHARES.COM :: I

DEAR SHAREHOLDER:I am pleased to present the ProShares Trust Semiannual Reportfor the six months ended November30, 2018.

Mixed Period for Equities Marked by Significant Volatility

Despite looming concerns such as the ongoing trade war and con-tentious mid-term elections, U.S. equities had a strong third quarterstart to the reporting period; in fact, it was one of the S&P500sbest in years. However, broad market selloffs and the return of sig-nificant volatility, including the years second market correction inNovember, have erased many of the U.S. markets year-to-date gains.U.S. equities turned in mixed and not particularly strong resultsthat favored large-cap stocks over mid- or small-cap stocks for thesix-month period. The Dow and the S&P500 were up 5.8% and3.0%, respectively. The S&P MidCap 400 , on the other hand, de-clined -2.7%, and the small-caps of the Russell2000 Index fell -5.6%.Economic conditions were generally strong during the period withperhaps some slowing, according to the most recent data. Real GDPincreased at an annual rate of 3.5% during the third quarter of 2018,which was down from 4.2% in the second calendar quarter. Analystspreliminary expectations reflect continuing economic expansionfor the fourth quarter 2018, but likely at a slower rate as a result ofmarket conditions and fallout from ongoing trade disputes.

Six of the 10 sectors included in the Dow Jones U.S. Industry In-dices gained during the six-month period. Health care, telecommu-nications and utilities were the top three sector performers,gaining 15.1%, 13.9% and 10.4%, respectively. Of the bottom threesectors, technology declined -3.0% for the period, basic materialsdropped -8.1% and oil& gas fell -12.5%.

International equities suffered significant pressures during the period tariffs, interest rates, Brexit which led to general poorresults in global markets. The MSCI EAFE Index, which tracks de-veloped markets outside North America, fell -8.0%, while European-specific stocks returned an even cooler -8.4%, as measured by theMSCI Europe Index. Asian and emerging markets were downsharply for the period. The FTSE China 50 Index dropped -9.6%, andthe MSCI Japan Index was off -7.1%. Emerging markets, which wereup to close the Indexs twelve-month reporting period in June, turneddecisively down to fall -9.9% during this six-month period, accordingto the MSCI Emerging Markets Index. The U.S. dollar was strong, rising 3.2%, as measured by the Bloomberg Dollar Index Spot.

Bond Markets See Poor Returns Amid Rate Hikes

Presented with a mix of data, some slowing in GDP, mixed marketconditions and trade concerns, the Federal Reserve hiked its FedFunds overnight lending rate twice during the period, the second andthird increases of the year, with a fourth expected in December. Bondmarket returns were weak overall in the rising rate environment. Cor-porate high yield credit returns eked out a gain of 0.8%, as measuredby the Markit iBoxx $ Liquid High Yield Index. Meanwhile, its invest-ment grade partner, the Markit iBoxx $ Liquid Investment GradeIndex declined -1.8%. Long-dated Treasury returns were down -4.7%,according to the Ryan Labs Treasury 30 Year Index, and the Ryan LabsTreasury 10 Year Index fell -0.3%. The Barclays U.S. Aggregate BondIndex, representing the broad U.S. bond market, was also down-0.3%.

ProShares Adds Assets and Expands Fund Lineup

ProShares assets under management rose during the six-monthperiod, increasing by nearly three-quarters of a billion dollars to$28.3 billion. We also added two new thematic funds, ETFs designedto identify and invest in transformative trends driving changes insociety, to the ProShares lineup. In July, we launched ONLN, thethird fund in our Retail Disruption suite of ETFs. ONLNs invest-ment strategy pinpoints retailers that principally sell online orthrough other non-store channels, such as mobile or app purchases.In November, ProShares launched PAWZ, the first ETF focused onthe pet care industry. PAWZ invests in a range of companies thatpotentially stand to benefit from the proliferation of pet ownership,and the emerging trends affecting how we care for our pets.

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

Sincerely,

Michael L. SapirChairman of the Board of Trustees

Merrill Corp - Proshares Trust Geared 87 Funds Semi-Annual Report [Funds] 333-089822 11-30-2018 ED [AUX] | thunt | 25-Jan-19 13:47 | 19-1118-3.ba | Sequence: 1CHKSUM Content: 1831 Layout: 25306 Graphics: 659 CLEAN

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II :: NOVEMBER 30, 2018 (UNAUDITED) :: ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION PROSHARES TRUST

ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION

Merrill Corp - Proshares Trust Geared 87 Funds Semi-Annual Report [Funds] 333-089822 11-30-2018 ED [AUX] | thunt | 25-Jan-19 13:47 | 19-1118-3.ca | Sequence: 1CHKSUM Content: 2719 Layout: 33073 Graphics: No Graphics CLEAN

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PROSHARES TRUST ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION :: NOVEMBER 30, 2018 (UNAUDITED) :: III

ProShares Short 7-10 Year Treasury (Ticker: TBX)ProShares Short 7-10 Year Treasury (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x)of the return of the ICE U.S. Treasury 7-10 Year Bond Index (the Index) for a single day, not for any other period. The Index is constructed andmaintained by Intercontinental Exchange, Inc. The Index is part of a series of indices designed to measure the performance of the U.S. Treasurymarket. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity of greater than seven years and less thanor equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, thesecurities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linkedsecurities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-couponissues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in theUnderlying Index are updated on the last business day of each month.

Market Exposure

Investment Type % of Net Assets

Swap Agreements (99%)

Futures Contracts (2%)

Total Exposure (101%)

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%

Market Exposure






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

% of Index

20+ Year U.S. Treasury 100.0%

ProShares Short 20+ Year Treasury (Ticker: TBF)ProShares Short 20+ Year Treasury (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) ofthe return of the ICE U.S. Treasury 20+ Year Bond Index (the Index) for a single day, not for any other period. The Index is constructed andmaintained by Intercontinental Exchange, Inc. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturitygreater than twenty years and have $300 million or more of outstanding face value, excluding 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 debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securitiesin the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings& Index Composition as of 11/30/18




ProShares Short Financials (Ticker: SEF)ProShares Short Financials (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of thereturn of the Dow Jones U.S. FinancialsSM Index (the Index) for a single day, not for any other period. The Index is constructed and maintainedby S&P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies 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, andproperty and casualty insurance companies; companies that invest, directly or indirectly, in real estate; diversified financial companies such asFannie Mae, credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers includinginvestment banks, merchant banks and online brokers; and publicly traded stock exchanges.

Market Exposure

Investment Type % of Net Assets Swap Agreements (100%)



Dow Jones U.S. Financials Index Composition

% of Index Banks 31.2%

Diversified Financials 27.2%

Real Estate 19.4%

Insurance 13.5%

Software& Services 8.4%

Commercial& Professional Services 0.3%


IV :: NOVEMBER 30, 2018 (UNAUDITED) :: ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION PROSHARES TRUST

ProShares Short Basic Materials (Ticker: SBM)ProShares Short Basic Materials (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) ofthe return of the Dow Jones U.S. Basic MaterialsSM Index (the Index) for a single day, not for any other period. The Index is constructed andmaintained by S&P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the basic materials sector ofthe 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.

Market Exposure





Dow Jones U.S. Basic Materials Index Composition

% of Index

Chemicals 83.8%

Metals& Mining 15.4%

Oil, Gas& Consumable Fuels 0.4%

Paper& Forest Products 0.4%

Market Exposure





Dow Jones Industrial Average Index Composition

% of Index Industrials 21.6%

Information Technology 17.3%

Health Care 14.7%

Financials 14.4%

Consumer Discretionary 11.8%

Consumer Staples 8.7%

Energy 5.3%

Telecommunication Services 4.7%

Materials 1.5%

ProShares Short Dow30SM (Ticker: DOG)ProShares Short Dow30SM (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the returnof the Dow Jones Industrial Average Index (the Index) for a single day, not for any other period. The Index is constructed and maintainedby S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, blue-chip U.S. stocks, excluding utility andtransportation companies.





PROSHARES TRUST ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION :: NOVEMBER 30, 2018 (UNAUDITED) :: V

Market Exposure





FTSE China 50 Index Composition

% of Index

Financials 46.1%


Energy 11.6%

Real Estate 9.5%


Industrials 5.1%

Materials 1.2%

Utilities 1.0%


ProShares Short FTSE China 50 (Ticker: YXI)ProShares Short FTSE China 50(the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of returnof the FTSE China 50 Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by FTSE InternationalLimited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.


ProShares Short High Yield (Ticker: SJB)ProShares Short High Yield (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of thereturn of the Markit iBoxx $ Liquid High Yield Index (the Index) for a single day, not for any other period. The Index is constructed and main-tained by Markit Indices Limited. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bondsavailable as determined by a set of transparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S.dollar-denominated, corporate bonds for sale in the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using and average of Moodys Investors Service, Fitch Ratings or S&P Global Ratings; are from issuers with at least $1 billionpar outstanding; have at least $400 million of outstanding face value; and have at issuance an expected remaining life of 15 years or less, andat rebalancing minimum one year to expected maturity with new insertions minimum of at least one year and 6 months. There is no limit tothe number of issues in the Index.

Market Exposure





Markit iBoxx $ Liquid High Yield Index Composition

% of Index

High Yield 100.0%




ProShares Short MSCI EAFE (Ticker: EFZ)ProShares Short MSCI EAFE (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of thereturn of the MSCI EAFE Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by MSCI Inc.The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding theU.S. and Canada.


VI :: NOVEMBER 30, 2018 (UNAUDITED) :: ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION PROSHARES TRUST

Market Exposure






S&P MidCap 400 Composition

% of Index

Financials 16.4%

Industrials 15.3%



Health Care 10.2%

Real Estate 9.4%

Materials 6.6%

Utilities 5.2%

Energy 4.7%



ProShares Short MidCap400 (Ticker: MYY)ProShares Short MidCap400 (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of thereturn of the S&P MidCap 400 (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&P DowJones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that assesses criteria such as liquidity, price, market capitalization and financial viability.


Market Exposure




Market Exposure includes the value of totalinvestments (including the contract value ofany derivatives) and excludes any short-terminvestments and cash equivalents.

MSCI EAFE Index Country

% of Index

Japan 24.8%

United Kingdom 17.3%

France 10.9%

Others 9.7%

Germany 8.9%

Switzerland 8.7%

Australia 6.8%

Hong Kong 3.7%

Netherlands 3.5%

Spain 3.0%

Sweden 2.7%

MSCI EAFE Index Composition

% of Index

Financials 19.7%

Industrials 14.3%


Health Care 11.7%


Real Estate 7.6%

Materials 7.3%


Energy 5.8%

Utilities 3.5%



PROSHARES TRUST ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION :: NOVEMBER 30, 2018 (UNAUDITED) :: VII

ProShares Short MSCI Emerging Markets (Ticker: EUM)ProShares Short MSCI Emerging Markets (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x)of the return of the MSCI Emerging Markets Index (the Index) for a single day, not for any other period. The Index is constructed and maintainedby MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in emerging market countries.


Market Exposure





MSCI Emerging Markets Index Country

% of Index

China 31.0%

Korea 13.9%

Taiwan 11.3%

Others 9.8%

India 9.2%

Brazil 7.5%

South Africa 6.2%

Russia 3.7%

Mexico 2.6%

Thailand 2.4%

Malaysia 2.4%

MSCI Emerging Markets Index Composition

% of Index


Financials 24.6%


Energy 8.2%

Real Estate 7.6%

Materials 7.5%


Industrials 5.5%

Health Care 2.9%

Utilities 2.6%

ProShares Short Oil& Gas (Ticker: DDG)ProShares Short Oil& Gas (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the returnof the Dow Jones U.S. Oil& GasSM Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&PDow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the oil and gas sector of the U.S. equity market. Component companies typically are engaged in the following activities related to the oil and gas sector, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers.

Market Exposure





Dow Jones U.S. Oil& Gas Index Composition

% of Index


Energy Equipment& Services 10.9%

Electric Utilities 0.6%

Semiconductors& Semiconductor Equipment 0.2%




ProShares Short Real Estate (Ticker: REK)ProShares Short Real Estate (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the returnof the Dow Jones U.S. Real EstateSM Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&PDow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the real estate sector of the U.S. equity market. Com-ponent companies include, among others, real estate holding and development and real estate services companies and real estate investment trusts(REITs). REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests.

Market Exposure





Dow Jones U.S. Real Estate Index Composition

% of Index

Equity Real Estate Investment Trusts (REITs) 91.5%

Mortgage Real Estate Investment Trusts (REITs) 4.7%

Real Estate Management& Development 2.5%

Professional Services 1.3%

Market Exposure






Russell2000 Index Composition

% of Index Financials 18.2%

Health Care 15.8%

Industrials 15.0%



Real Estate 7.2%

Energy 4.0%

Materials 3.8%

Utilities 3.6%



ProShares Short Russell2000 (Ticker: RWM)ProShares Short Russell2000 (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) ofthe return of the Russell2000 Index (the Index) for a single day, not for any other period. The Index is constructed and maintained byFTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted indexcontaining approximately 2000 of the smallest companies in the Russell 3000 Index or approximately 8% of the total market capitalizationof the Russell 3000 Index, which in turn represents approximately 98% of the investable U.S. equity market.



VIII :: NOVEMBER 30, 2018 (UNAUDITED) :: ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION PROSHARES TRUST

Market Exposure





NASDAQ-100 Index Composition

% of Index Information Technology 42.5%



Health Care 9.6%


Industrials 2.2%

Utilities 0.3%

ProShares Short QQQ (Ticker: PSQ)ProShares Short QQQ (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return ofthe NASDAQ-100 Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by the Nasdaq Inc. TheIndex includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on marketcapitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications,retail/wholesale trade and biotechnology. Companies selected for inclusion are non-financial companies that meet appropriate trading volumes,adjusted market capitalization and other eligibility criteria.




PROSHARES TRUST ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION :: NOVEMBER 30, 2018 (UNAUDITED) :: IX

ProShares Short S&P500 (Ticker: SH)ProShares Short S&P500 (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the returnof the S&P500 (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC.The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability.

Market Exposure






S&P500 Composition

% of Index


Health Care 15.8%

Financials 13.7%



Industrials 9.4%


Energy 5.4%

Utilities 3.1%

Real Estate 2.9%

Materials 2.6%

Market Exposure





S&P SmallCap 600 Composition

% of Index

Financials 18.9%

Industrials 18.5%



Health Care 11.7%

Real Estate 6.4%

Materials 4.2%


Energy 3.5%

Utilities 2.5%


ProShares Short SmallCap600 (Ticker: SBB)ProShares Short SmallCap600 (the Fund) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of thereturn of the S&P SmallCap 600 (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&P DowJones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 600 U.S. operating companies selected through a process that factors in criteria such as liquidity, price, market capitalization,financial viability and public float.





X :: NOVEMBER 30, 2018 (UNAUDITED) :: ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION PROSHARES TRUST

ProShares Ultra 7-10 Year Treasury (Ticker: UST)ProShares Ultra 7-10 Year Treasury (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) thereturn of the ICE U.S. Treasury 7-10 Year Bond Index (the Index) for a single day, not for any other period. The Index is constructed and main-tained by Intercontinental Exchange, Inc. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity of greaterthan seven years and less than or equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by theFederal 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 debt issued with or without agovernment guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by marketcapitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Market Exposure


U.S. Treasury Obligations 67%

Swap Agreements 131%

Futures Contracts 1%

Total Exposure 199%


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

% of Index

7-10 Year U.S. Treasury 100.0%

Market Exposure


U.S. Treasury Obligations 82%



Total Exposure 200%


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

% of Index

20+ Year U.S. Treasury 100.0%

ProShares Ultra 20+ Year Treasury (Ticker: UBT)ProShares Ultra 20+ Year Treasury (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) thereturn of the ICE U.S. Treasury 20+ Year Bond Index (the Index) for a single day, not for any other period. The Index is constructed and main-tained by Intercontinental Exchange, Inc. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greaterthan twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the se-curities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linkedsecurities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-couponissues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in theUnderlying Index are updated on the last business day of each month.





PROSHARES TRUST ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION :: NOVEMBER 30, 2018 (UNAUDITED) :: XI

ProShares Ultra Basic Materials (Ticker: UYM)ProShares Ultra Basic Materials (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) thereturn of the Dow Jones U.S. Basic MaterialsSM Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the basic materials sector ofthe 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.

ProShares Ultra Consumer Goods (Ticker: UGE)ProShares Ultra Consumer Goods (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) thereturn of the Dow Jones U.S. Consumer GoodsSM Index (the Index) for a single day, not for any other period. The Index is constructed and main-tained by S&P Dow Jones Indices LLC. The Index seeks to measure the stock performance of certain U.S. companies in the consumer goodssector of the U.S. equity market. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers,farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing,accessories and footwear.



Market Exposure


Equity Securities 95%


Total Exposure 200%


Largest Equity Holdings

Company % of Net Assets

DowDuPont, Inc. 20.7%

Linde plc 13.6%

Ecolab, Inc. 6.3%

Air Products& Chemicals, Inc. 5.5%

LyondellBasell Industries NV, ClassA 4.6%

Dow Jones U.S. Basic Materials Index Composition

% of Index

Chemicals 83.8%

Metals& Mining 15.4%


Paper& Forest Products 0.4%

Market Exposure




Total Exposure 200%




Procter& Gamble Co. (The) 9.0%

Coca-Cola Co. (The) 7.4%

PepsiCo, Inc. 6.6%

Philip Morris International, Inc. 5.1%

Altria Group, Inc. 4.0%

Dow Jones U.S. Consumer GoodsIndex Composition

% of Index

Food, Beverage& Tobacco 47.8%

Household& Personal Products 20.1%

Consumer Durables& Apparel 15.0%

Automobiles& Components 10.2%

Media& Entertainment 3.6%

Capital Goods 1.3%

Retailing 1.0%

Food& Staples Retailing 0.5%





XII :: NOVEMBER 30, 2018 (UNAUDITED) :: ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION PROSHARES TRUST

ProShares Ultra Consumer Services (Ticker: UCC)ProShares Ultra Consumer Services (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x)the return of the Dow Jones U.S. Consumer ServicesSM Index (the Index) for a single day, not for any other period. The Index is constructed andmaintained by S&P Dow Jones Indices LLC. The Index seeks to measure the stock performance of certain U.S. companies in the consumerservices sector of the U.S. equity market. Component companies include, among others, airlines, broadcasting and entertainment, apparel andbroadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism.

ProShares Ultra Dow30SM (Ticker: DDM)ProShares Ultra Dow30SM (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return ofthe Dow Jones Industrial Average Index (the Index) for a single day, not for any other period. The Index is constructed and maintained byS&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, blue-chip U.S. stocks, excluding utility and transportation companies.



Market Exposure




Total Exposure 200%




Amazon.com, Inc. 13.5%

Home Depot, Inc. (The) 4.0%

Comcast Corp., ClassA 3.5%

Walt Disney Co. (The) 3.3%

McDonalds Corp. 2.8%

Dow Jones U.S. Consumer ServicesIndex Composition

% of Index

Retailing 43.2%

Media& Entertainment 23.1%

Consumer Services 16.8%

Food& Staples Retailing 10.7%

Transportation 3.7%


Health Care Equipment& Services 0.9%

Capital Goods 0.1%


Market Exposure





Total Exposure 200%




Boeing Co. (The) 3.7%

UnitedHealth Group, Inc. 3.0%

3M Co. 2.2%

Goldman Sachs Group, Inc. (The) 2.0%

McDonalds Corp. 2.0%

Dow Jones Industrial Average Index Composition

% of Index

Industrials 21.6%


Health Care 14.7%

Financials 14.4%



Energy 5.3%


Materials 1.5%



PROSHARES TRUST ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION :: NOVEMBER 30, 2018 (UNAUDITED) :: XIII

ProShares Ultra Financials (Ticker: UYG)ProShares Ultra Financials (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the returnof the Dow Jones U.S. FinancialsSM Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&PDow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the financial services sector of the U.S. equitymarket. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and propertyand casualty insurance companies; companies that invest, directly or indirectly, in real estate; diversified financial companies such as FannieMae, credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

ProShares Ultra FTSE China 50 (Ticker: XPP)ProShares Ultra FTSE China 50 (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the returnof the FTSE China 50 Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by FTSE InternationalLimited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.



Market Exposure




Total Exposure 200%




Berkshire Hathaway, Inc., ClassB 6.7%

JPMorgan Chase& Co. 5.8%

Bank of America Corp. 4.1%

Visa, Inc., ClassA 3.9%

Wells Fargo& Co. 3.7%

Dow Jones U.S. Financials Index Composition

% of Index

Banks 31.2%


Real Estate 19.4%

Insurance 13.5%



Market Exposure



Total Exposure 200%


FTSE China 50 Index Composition

% of Index

Financials 46.1%


Energy 11.6%

Real Estate 9.5%


Industrials 5.1%

Materials 1.2%

Utilities 1.0%




XIV :: NOVEMBER 30, 2018 (UNAUDITED) :: ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION PROSHARES TRUST

ProShares Ultra FTSE Europe (Ticker: UPV)ProShares Ultra FTSE Europe (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the returnof the FTSE Developed Europe All Cap Index (the Index) for a single day, not for any other period. The Index is constructed and maintainedby FTSE International Limited. The Index is a free float-adjusted market cap weighted index representing the performance of large, mid- andsmall cap companies in Developed European markets, including the UK.

ProShares Ultra Gold Miners (Ticker: GDXX)ProShares Ultra Gold Miners (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the returnof the NYSE Arca Gold Miners Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by ICEData Indices, LLC. The Index is a modified market-capitalization weighted index primarily composed of publicly traded companies involved inthe mining for gold and silver. The weight of companies whose revenues are more significantly exposed to silver mining will not exceed 20% ofthe Index at the time of the Indexs rebalance.



Market Exposure



Total Exposure 200%


FTSE Developed Europe All Cap Index Country

% of Index

United Kingdom 24.1%

France 15.4%

Switzerland 14.0%

Germany 13.6%

Others 8.0%

Netherlands 7.0%

Spain 4.8%

Sweden 4.6%

Italy 3.7%

Denmark 2.7%

Finland 2.1%

FTSE Developed Europe All Cap Index Composition

% of Index

Financials 19.0%

Industrials 14.0%

Health Care 13.0%



Energy 7.8%

Materials 7.4%



Utilities 3.7%

Real Estate 2.6%

Market Exposure



Exchange Traded Funds 73%

Total Exposure 200%




VanEck Vectors Gold Miners ETF 72.3%

*The most recent annual and semi-annual reports can be found at www.vaneck.com

NYSE Arca Gold Miners Index Composition

% of Index

Materials 100.0%



PROSHARES TRUST ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION :: NOVEMBER 30, 2018 (UNAUDITED) :: XV

ProShares Ultra Health Care (Ticker: RXL)ProShares Ultra Health Care (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the returnof the Dow Jones U.S. Health CareSM Index (the Index) for a single day, not for any other period. The Index is constructed and maintained byS&P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the healthcare sector of the U.S. equity market.Component companies include, among others, health care providers, biotechnology companies, medical supplies, advanced medical devicesand pharmaceuticals.

ProShares Ultra High Yield (Ticker: UJB)ProShares Ultra High Yield (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of theMarkit iBoxx $ Liquid High Yield Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by MarkitIndices Limited. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield cor-porate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by a set oftransparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S. dollar denominated, corporate bonds for salein the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using an average of MoodysInvestor Service, Fitch Ratings or S&P Global Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstandingface value; and have at issuance an expected remaining life of 15 years or less, and at rebalancing minimum one year to expected maturity with newinsertions minimum of at least one year and 6 months to maturity. There is no limit to the number of issues in the Index.



Market Exposure




Total Exposure 200%




Johnson& Johnson 8.5%

Pfizer, Inc. 5.9%

UnitedHealth Group, Inc. 5.9%

Merck& Co., Inc. 4.6%

AbbVie, Inc. 3.1%

Dow Jones U.S. Health Care Index Composition

% of Index

Pharmaceuticals 31.2%

Health Care Equipment& Supplies 21.9%

Health Care Providers& Services 21.8%

Biotechnology 18.5%

Life Sciences Tools& Services 6.5%

Health Care Technology 0.1%

Market Exposure



Exchange Traded Funds 62%

Total Exposure 200%


Largest Long-Term Fixed-IncomeHoldings

% of Net Assets

iShares iBoxx $ High Yield Corporate Bond ETF, 0.00%, due 62.0%

*The most recent annual and semi-annual reports can be found at www.ishares.com

Markit iBoxx $ Liquid High Yield Index Composition

% of Index

High Yield 100.0%



XVI :: NOVEMBER 30, 2018 (UNAUDITED) :: ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION PROSHARES TRUST

ProShares Ultra Industrials (Ticker: UXI)ProShares Ultra Industrials (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return ofthe Dow Jones U.S. IndustrialsSM Index (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&PDow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the industrial sector of the U.S. equity market. Component companies include, among others, building materials, heavy construction, factory equipment, heavy machinery, industrial services,pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportationequipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace.

ProShares Ultra MidCap400 (Ticker: MVV)ProShares Ultra MidCap400 (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the returnof the S&P MidCap 400 (the Index) for a single day, not for any other period. The Index is constructed and maintained by S&P Dow JonesIndices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weightedindex of 400 U.S. operating companies and real estate investment trusts selected through a process that assesses criteria such as liquidity,price, market capitalization and financial viability.



Market Exposure




Total Exposure 200%




Boeing Co. (The) 4.5%

3M Co. 2.9%

Union Pacific Corp. 2.7%

Honeywell International, Inc. 2.6%

Accenture plc, ClassA 2.5%

Dow Jones U.S. Industrials IndexComposition

% of Index

Capital Goods 53.9%


Transportation 13.3%


Materials 5.4%

Technology Hardware& Equipment 5.2%

Pharmaceuticals, Biotechnology& Life Sciences 0.3%

Market Exposure





Total Exposure 200%




Teleflex, Inc. 0.6%

Dominos Pizza, Inc. 0.5%

Atmos Energy Corp. 0.5%

IDEX Corp. 0.5%

STERIS plc 0.5%

S&P MidCap 400 Composition

% of Index

Financials 16.4%

Industrials 15.3%



Health Care 10.2%

Real Estate 9.4%

Materials 6.6%

Utilities 5.2%

Energy 4.7%





PROSHARES TRUST ALLOCATION OF PORTFOLIO HOLDINGS & INDEX COMPOSITION :: NOVEMBER 30, 2018 (UNAUDITED) :: XVII

ProShares Ultra MSCI Brazil Capped (Ticker: UBR)ProShares Ultra MSCI Brazil Capped (the Fund) seeks daily investment results, before fees and expenses, that correspond to two times (2x)the return of the MSCI Brazil 25/50 Index (the Index) fo

Documents

ProShares Geared Funds Semiannual Report · SEMIANNUAL REPORT NOVEMBER 30, 2018 Geared TBX Short 7-10 Year Treasury TBF Short 20+ Year Treasury SBM Short Basic Materials DOG Short