EX-99.1 2 i19135_ex99-1.htm

 

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

March 29, 2019

Dear United States Natural Gas Fund, LP Investor,

Enclosed with this letter is your copy of the 2018 financial statements for the United States Natural Gas Fund, LP (ticker symbol “UNG”). We have mailed this statement to all investors in UNG who held shares as of December 31, 2018 to satisfy our annual reporting requirement under federal commodities laws. In addition, we have enclosed a copy of the current United States Commodity Funds LLC (“USCF”) Privacy Policy applicable to UNG. Additional information concerning UNG’s 2018 results may be found by referring to UNG’s Annual Report on Form 10-K (the “Form 10-K”), which has been filed with the U.S. Securities and Exchange Commission (the “SEC”). You may obtain a copy of the Form 10-K by going to the SEC’s website at www.sec.gov, or by going to USCF’s website at www.uscfinvestments.com. You may also call USCF at 1-800-920-0259 to speak to a representative and request additional material, including a current UNG Prospectus.

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

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

Information about these other funds is contained within the Form 10-K as well as in the current UNG Prospectus. Investors in UNG who wish to receive additional information about these other funds may do so by going to the USCF website at www.uscfinvestments.com.

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

Thank you for your continued interest in UNG.

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

 

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

 
 

PRIVACY POLICY
UNITED STATES COMMODITY FUNDS LLC

 

Introduction

 

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

 

Collection of Investor Information

 

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

 

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

 

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

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

 

Disclosure of Nonpublic Personal Information

 

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

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

 

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

 

Protection of Investor Information

 

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

 

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

 

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

 

Changes to Privacy Policy

 

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

 
 

APPENDIX A

 

UNITED STATES COMMODITY FUNDS LLC,

GENERAL PARTNER OF

UNITED STATES OIL FUND, LP

UNITED STATES NATURAL GAS FUND, LP

UNITED STATES 12 MONTH OIL FUND, LP

UNITED STATES GASOLINE FUND, LP

UNITED STATES 12 MONTH NATURAL GAS FUND, LP

UNITED STATES BRENT OIL FUND, LP

AND

SPONSOR OF

UNITED STATES COMMODITY INDEX FUND

UNITED STATES COPPER INDEX FUND

EACH A SERIES OF

UNITED STATES COMMODITY INDEX FUNDS TRUST

AND

SPONSOR OF

UNITED STATES 3X OIL FUND

UNITED STATES 3X SHORT OIL FUND

EACH A SERIES OF

USCF FUNDS TRUST

 
 

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

Privacy Notice

FACTS WHAT DO UNITED STATES COMMODITY FUNDS LLC (THE “COMPANY”), THE UNITED STATES COMMODITY FUNDS TRUST AND THE USCF FUNDS TRUST (EACH A “TRUST” AND TOGETHER, THE “TRUSTS”) AND EACH OF THE FUNDS FOR WHICH THE COMPANY SERVES AS GENERAL PARTNER OR SPONSOR (EACH A “FUND” AND TOGETHER, THE “FUNDS”) DO WITH PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

•    Social Security number

•    account balances

•    account transactions

•    transaction history

•    wire transfer instructions

•    checking account information

When you are no longer our customer, we continue to share your information as described in this notice.

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Company and the Trusts choose to share; and whether you can limit this sharing.

 
 

Reasons we can share your personal information Do we share? Can you limit this sharing?

For our everyday business purposes -

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes No

For our marketing purposes -

to offer our products and services to you

No We don’t share
For joint marketing with other financial companies No We don’t share

For our affiliates’ everyday business purposes -

information about your transactions and experiences

Yes No

For our affiliates’ everyday business purposes -

information about your creditworthiness

No We don’t share
For our affiliates to market to you No We don’t share
For non-affiliates to market to you No We don’t share

Questions?          Call 1-510-522-9600 or go to www.uscfinvestments.com

 

 
 

UNITED STATES COMMODITY FUNDS LLC
UNITED STATES COMMODITY FUNDS TRUST
USCF FUNDS TRUST
EACH OF THE FUNDS FOR WHICH THE COMPANY

SERVES AS GENERAL PARTNER OR SPONSOR

Privacy Notice

 

What we do  
How do the Company, the Trusts and the Funds protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How do the Company, the Trusts and the Funds collect my personal information?

We collect your personal information, for example, when you

■    open an account

■    provide account information

■    give us your contact information

■    make a wire transfer

■    tell us where to send the money

We also collect your information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

■    sharing for affiliates’ everyday business purposes - information about your creditworthiness

■    affiliates from using your information to market to you

■    sharing for non-affiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions  
Affiliates

Companies related by common ownership or control. They can be financial and non-financial companies.

Our affiliates include companies which are subsidiaries of Wainwright Holdings, Inc., such as USCF Advisers LLC. 

Non-affiliates

Companies not related by common ownership or control. They can be financial and non-financial companies.

The Company, the Trusts and the Funds do not share with non-affiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

The Company, the Trusts and the Funds do not conduct joint marketing.

 
 

UNITED STATES NATURAL GAS FUND, LP
A Delaware Limited Partnership

FINANCIAL STATEMENTS

For the years ended December 31, 2018, 2017 and 2016

AFFIRMATION OF THE COMMODITY POOL OPERATOR

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

Pursuant to Rule 4.22(h) under the Commodity Exchange Act, the undersigned represents that, to the best of his knowledge and belief, the information contained in this Annual Report for the years ended December 31, 2018, 2017 and 2017 is accurate and complete.

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

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

 
 
 (LOGO)  
SPICER JEFFRIES LLP
  Certified Public Accountants
4601 DTC BOULEVARD • SUITE 700
  DENVER, COLORADO 80237
  TELEPHONE: (303) 753-1959
  FAX: (303) 753-0338
  www.spicerjeffries.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

To the Partners of

United States Natural Gas Fund, LP

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying statements of financial condition of United States Natural Gas Fund, LP (the “Fund”) as of December 31, 2018 and 2017, including the schedule of investments as of December 31, 2018 and 2017, and the related statements of operations, changes in partners’ capital and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). We also have audited the Fund’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United States Natural Gas Fund, LP as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018 based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

 

Basis for Opinion

 

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

 

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

 

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

 

 (LOGO)

 
 

Definition and Limitations of Internal Control over Financial Reporting

 

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

 

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

 

 (LOGO)

 

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

 

Denver, Colorado

March 13, 2019 

 
 

United States Natural Gas Fund, LP    
Statements of Financial Condition    
At December 31, 2018 and 2017    
         
   December 31,
2018
   December 31,
2017
 
Assets          
Cash and cash equivalents (at cost $259,491,732 and $550,936,887, respectively)
(Notes 2 and 5)
  $259,491,732   $550,936,887 
Equity in trading accounts:          
Cash and cash equivalents (at cost $100,299,442 and $101,001,407, respectively)   100,299,442    101,001,407 
Unrealized gain (loss) on open commodity futures contracts   (67,021,257)   55,721,680 
Dividends receivable   78,143    17,044 
Interest receivable   9,670    11,573 
Prepaid registration fees   75,014    158,272 
ETF transaction fees receivable   1,000    2,000 
           
Total assets  $292,933,744   $707,848,863 
           
Liabilities and Partners’ Capital          
Payable for shares redeemed  $43,833,276   $54,457,966 
General Partner management fees payable (Note 3)   180,632    312,466 
Professional fees payable   863,937    892,759 
Brokerage commissions payable   36,300    72,800 
Directors’ fees and insurance payable   398    8,345 
License fees payable   4,678    12,794 
           
Total liabilities   44,919,221    55,757,130 
           
Commitments and Contingencies (Notes 3, 4 and 5)          
           
Partners’ Capital          
General Partner        
Limited Partners   248,014,523    652,091,733 
Total Partners’ Capital   248,014,523    652,091,733 
           
Total liabilities and partners’ capital  $292,933,744   $707,848,863 
           
Limited Partners’ shares outstanding   10,184,588    27,941,619*
Net asset value per share  $24.35   $23.34*
Market value per share  $24.71   $23.32*

 

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

 

See accompanying notes to financial statements.
 
 

United States Natural Gas Fund, LP
Schedule of Investments
At December 31, 2018
                
                 
   Notional
Amount
   Number of
Contracts
   Value/
Unrealized Gain
(Loss) on Open
Commodity
Contracts
   % of
Partners’
Capital
 
Open Futures Contracts - Long                      
United States Contracts                      
NYMEX Natural Gas Futures NG February 2019 contracts, expiring January 2019  $259,275,882    6,935   $(55,386,882)   (22.33)
ICE Natural Gas Futures LD1 H February 2019 contracts, expiring February 2019   55,734,375    6,000    (11,634,375)   (4.69)
Total Open Futures Contracts*  $315,010,257    12,935   $(67,021,257)   (27.02)
                     
           Principal
Amount
   Market
Value
     
Cash Equivalents                      
United States Treasury Obligations                      
U.S. Treasury Bills:                       
2.10%, 1/03/2019          $10,000,000   $9,998,847    4.03 
2.10%, 1/10/2019           10,000,000    9,994,800    4.03 
2.13%, 1/17/2019           10,000,000    9,990,622    4.03 
2.15%, 1/24/2019           10,000,000    9,986,423    4.03 
2.18%, 1/31/2019           10,000,000    9,982,042    4.02 
2.20%, 2/07/2019           10,000,000    9,977,646    4.02 
2.20%, 2/21/2019           10,000,000    9,969,117    4.02 
2.38%, 3/07/2019           10,000,000    9,957,479    4.01 
2.28%, 3/14/2019           10,000,000    9,954,900    4.01 
2.33%, 3/21/2019           10,000,000    9,949,528    4.01 
2.34%, 3/28/2019           10,000,000    9,944,817    4.01 
2.37%, 4/04/2019           10,000,000    9,939,421    4.01 
2.41%, 4/11/2019           10,000,000    9,933,750    4.01 
2.42%, 4/18/2019           5,000,000    4,964,408    2.00 
2.43%, 4/25/2019           10,000,000    9,924,000    4.00 
2.47%, 5/09/2019           15,000,000    14,870,133    6.00 
2.48%, 5/16/2019           10,000,000    9,908,125    3.99 
2.50%, 5/23/2019           20,000,000    19,805,539    7.99 
2.49%, 5/30/2019           10,000,000    9,898,287    3.99 
2.51%, 6/06/2019           10,000,000    9,892,750    3.99 
2.51%, 6/13/2019           10,000,000    9,887,711    3.99 
2.49%, 6/20/2019           10,000,000    9,883,833    3.99 
2.49%, 6/27/2019           10,000,000    9,879,050    3.98 
Total Treasury Obligations                238,493,228    96.16 
                       
United States - Money Market Funds                      
Fidelity Investments Money Market Funds - Government Portfolio           2,500,000    2,500,000    1.01 
Goldman Sachs Financial Square Funds - Government Fund - Class FS           31,200,000    31,200,000    12.58 
Total Money Market Funds                33,700,000    13.59 
Total Cash Equivalents               $272,193,228    109.75 

 

* Collateral amounted to $100,299,442 on open futures contracts.

 

See accompanying notes to financial statements.

 
 

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

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

 

See accompanying notes to financial statements.

 
 

United States Natural Gas Fund, LP    
Statements of Operations    
For the years ended December 31, 2018, 2017 and 2016    
             
   Year ended
December 31,
2018
   Year ended
December 31,
2017
   Year ended
December 31,
2016
 
Income               
Gain (loss) on trading of commodity futures contracts:               
Realized gain (loss) on closed futures contracts  $230,893,690   $(209,701,928)  $166,847,846 
Change in unrealized gain (loss) on open futures contracts   (122,742,937)   18,286,173    (63,973,835)
Realized gain (loss) on short-term investments   (15,781)   (1,172)    
Dividend income   569,787    148,745    117,246 
Interest income*   5,960,666    3,982,312    1,707,539 
ETF transaction fees   194,000    277,000    133,000 
                
Total income (loss)   114,859,425    (187,008,870)   104,831,796 
                
Expenses               
General Partner management fees (Note 3)   2,259,093    2,972,340    3,263,777 
Professional fees   928,798    1,390,036    254,042 
Brokerage commissions   1,424,713    1,728,440    2,000,888 
Directors' fees and insurance   69,624    64,982    94,521 
License fees   56,477    74,309    81,594 
Registration fees   83,258    204,998    404,792 
                
Total expenses   4,821,963    6,435,105    6,099,614 
                
Net income (loss)  $110,037,462   $(193,443,975)  $98,732,182 
Net income (loss) per limited partnership share  $1.01   $(13.84)**  $2.42**
Net income (loss) per weighted average limited partnership share  $6.73   $(10.54)**  $5.60**
Weighted average limited partnership shares outstanding   16,359,928    18,356,071**   17,619,898**

 

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

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

 

See accompanying notes to financial statements. 

 
 

United States Natural Gas Fund, LP    
Statements of Changes in Partners’ Capital    
For the years ended December 31, 2018, 2017 and 2016    
             
   General
Partner
   Limited
Partners
   Total 
                
Balances, at December 31, 2015  $   $514,972,880   $514,972,880 
Addition of 23,900,000* partnership shares       731,029,440    731,029,440 
Redemption of 24,250,000* partnership shares       (806,923,700)   (806,923,700)
Net income (loss)       98,732,182    98,732,182 
                
Balances, at December 31, 2016       537,810,802    537,810,802 
Addition of 66,825,000* partnership shares       1,781,669,130    1,781,669,130 
Redemption of 53,350,000* partnership shares       (1,473,944,224)   (1,473,944,224)
Net income (loss)       (193,443,975)   (193,443,975)
                
Balances, at December 31, 2017       652,091,733    652,091,733 
Addition of 67,200,000* partnership shares       1,744,841,011    1,744,841,011 
Redemption of 84,957,031* partnership shares       (2,258,955,683)   (2,258,955,683)
Net income (loss)       110,037,462    110,037,462 
                
Balances, at December 31, 2018  $   $248,014,523   $248,014,523 
                
Net Asset Value Per Share:               
At December 31, 2015            $34.76*
At December 31, 2016            $37.18*
At December 31, 2017            $23.34*
At December 31, 2018            $24.35 

 

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

 

See accompanying notes to financial statements.           

 
 

United States Natural Gas Fund, LP    
Statements of Cash Flows    
For the years ended December 31, 2018, 2017 and 2016    
     
             
   Year ended
December 31,
2018
   Year ended
December 31,
2017
   Year ended
December 31,
2016
 
Cash Flows from Operating Activities:               
Net income (loss)  $110,037,462   $(193,443,975)  $98,732,182 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:               
Unrealized (gain) loss on open futures contracts   122,742,937    (18,286,173)   63,973,835 
(Increase) decrease in dividends receivable   (61,099)   (2,090)   (14,212)
(Increase) decrease in interest receivable   1,903    (11,573)    
(Increase) decrease in directors’ fees and insurance receivable           26,732 
(Increase) decrease in prepaid registration fees   83,258    29,526    404,792 
(Increase) decrease in ETF transaction fees receivable   1,000         
Increase (decrease) in payable due to Broker       (44,770,339)   3,906,389 
Increase (decrease) in General Partner management fees payable   (131,834)   9,112    53,400 
Increase (decrease) in professional fees payable   (28,822)   455,541    (713,180)
Increase (decrease) in brokerage commissions payable   (36,500)   (12,400)   1,450 
Increase (decrease) in directors’ fees and insurance payable   (7,947)   2,928    5,417 
Increase (decrease) in license fees payable   (8,116)   (7,138)   (1,954)
Net cash provided by (used in) operating activities   232,592,242    (256,036,581)   166,374,851 
                
Cash Flows from Financing Activities:               
Addition of partnership shares   1,744,841,011    1,786,316,120    726,382,450 
Redemption of partnership shares   (2,269,580,373)   (1,446,127,327)   (803,743,255)
Net cash provided by (used in) financing activities   (524,739,362)   340,188,793    (77,360,805)
                
Net Increase (Decrease) in Cash and Cash Equivalents   (292,147,120)   84,152,212    89,014,046 
                
Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year   651,938,294    567,786,082    478,772,036 
Total Cash, Cash Equivalents and Equity in Trading Accounts, end of year  $359,791,174   $651,938,294   $567,786,082 
                
Components of Cash and Cash Equivalents:               
Cash and Cash Equivalents  $259,491,732   $550,936,887   $522,819,857 
Equity in Trading Accounts:               
Cash and Cash Equivalents   100,299,442    101,001,407    44,966,225 
Total Cash, Cash Equivalents and Equity in Trading Accounts  $359,791,174   $651,938,294   $567,786,082 

 

See accompanying notes to financial statements. 

 
 

United States Natural Gas Fund, LP

Notes to Financial Statements

For the years ended December 31, 2018, 2017 and 2016

 

NOTE 1 — ORGANIZATION AND BUSINESS

 

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

 

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

  

United States Commodity Funds LLC (“USCF”), the general partner of UNG, believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Natural Gas Futures Contracts (as defined below) and Other Natural Gas-Related Investments (as defined below). The net assets of UNG consist primarily of investments in futures contracts for natural gas that are traded on the NYMEX, ICE Futures Exchange (“ICE Futures”) or other U.S. and foreign exchanges (collectively, “Natural Gas Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other natural gas-related investments such as cash-settled options on natural gas Futures Contracts, forward contracts for natural gas, cleared swap contracts, and non-exchange traded over-the-counter (“OTC”) transactions that are based on the price of natural gas, crude oil and other petroleum-based fuels, as well as futures contracts for crude oil, diesel-heating oil, gasoline and other petroleum-based fuels and indices based on the foregoing (collectively, “Other Natural Gas-Related Investments”). Market conditions that USCF currently anticipates could cause UNG to invest in Other Natural Gas-Related Investments including those allowing UNG to obtain greater liquidity or to execute transactions with more favorable pricing. For convenience and unless otherwise specified, Natural Gas Futures Contracts and Other Natural Gas-Related Investments collectively are referred to as “Natural Gas Interests” in this annual report on Form 10-K. As of December 31, 2018, UNG held 6,935 NG Futures February 2019 Contracts traded on the NYMEX and 6,000 LD1 H Futures February 2019 Contracts traded on the ICE Futures US.

 

UNG commenced investment operations on April 18, 2007 and has a fiscal year ending on December 31. USCF is responsible for the management of UNG. USCF is a member of the National Futures Association (the “NFA”) and became registered as a commodity pool operator with the Commodity Futures Trading Commission (the “CFTC”) effective December 1, 2005 and a swaps firm on August 8, 2013. USCF is also the general partner of the United States Oil Fund, LP (“USO”), the United States 12 Month Oil Fund, LP (“USL”), the United States Gasoline Fund, LP (“UGA”) and the United States Diesel-Heating Oil Fund, LP (“UHN”), which listed their limited partnership shares on the AMEX under the ticker symbols “USO” on April 10, 2006, “USL” on December 6, 2007, “UGA” on February 26, 2008 and “UHN” on April 9, 2008, respectively. As a result of the acquisition of the AMEX by NYSE Euronext, each of USO’s, USL’s, UGA’s and UHN’s shares commenced trading on the NYSE Arca on November 25, 2008. USCF is also the general partner of the United States Short Oil Fund, LP (“DNO”), the United States 12 Month Natural Gas Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”), which listed their limited partnership shares on the NYSE Arca under the ticker symbols “DNO” on September 24, 2009, “UNL” on November 18, 2009 and “BNO” on June 2, 2010, respectively. USCF is also the sponsor of the United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”), the United States Agriculture Index Fund (“USAG”) and the USCF Canadian Crude Oil Index Fund (“UCCO”), each a series of the United States Commodity Index Funds Trust. USCI, CPER and USAG listed their shares on the NYSE Arca under the ticker symbols “USCI” on August 10, 2010, “CPER” on November 15, 2011 and “USAG” on April 13, 2012, respectively. UCCO was in registration and had not commenced operations. UCCO filed to withdraw from registration on December 19, 2018.

 

On August 7, 2018, the Board of Directors of USCF authorized and approved the closing and liquidation for each of USAG, DNO and UHN together with a plan of liquidation for each of USAG, DNO and UHN. Each of the United States Commodity Index Funds Trust (“USCIFT”), of which USAG is a series, DNO and UHN filed a current report on Form 8-K dated August 8, 2018 with the SEC that included, as an exhibit, the press release, the applicable plan of liquidation, and, in the case of DNO and UHN, a copy of the notice of required withdrawal from the limited partnership sent to shareholders. In addition, each of USAG, DNO and UHN filed a prospectus supplement with the SEC dated August 8, 2018.

 
 

The liquidation date for each of USAG, DNO and UHN was September 12, 2018 and the proceeds of the liquidation were sent to all remaining shareholders of USAG, DNO and UHN, respectively, on or about September 13, 2018, with a subsequent distribution of additional liquidation proceeds sent to UHN shareholders on or about September 18, 2018. Each of USAG, DNO and UHN also filed a post-effective amendment to the registration statement with the SEC to terminate the offering of registered and unsold shares of USAG, DNO and UHN, respectively, and the NYSE Arca filed Forms 25 to effect the withdrawal of the listings for shares of each of USAG, DNO and UHN.

 

In addition, USCF is the sponsor of the USCF Funds Trust, a Delaware statutory trust, and each of its series, the United States 3x Oil Fund (“USOU”) and the United States 3x Short Oil Fund (“USOD”) which commenced operations on July 20, 2017.

 

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

 

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

 

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

 

In April 2007, UNG initially registered 30,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”). On April 18, 2007, UNG listed its shares on the AMEX under the ticker symbol “UNG” and switched to trading on the NYSE Arca under the same ticker symbol on November 25, 2008. On that day, UNG established its initial per share NAV by setting the price at $50.00 and issued 200,000 shares in exchange for $10,001,000. UNG also commenced investment operations on April 18, 2007, by purchasing Natural Gas Futures Contracts traded on the NYMEX based on natural gas. As of December 31, 2018, UNG had registered a total of 2,080,000,000 shares.

 

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

 

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

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

Revenue Recognition

 

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

 
 

Brokerage Commissions

 

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

 

Income Taxes

 

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

 

In accordance with U.S. GAAP, UNG is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position. UNG files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states. UNG is not subject to income tax return examinations by major taxing authorities for years before 2015. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in UNG recording a tax liability that reduces net assets. However, UNG’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. UNG recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the year ended December 31, 2018.

 

Creations and Redemptions

 

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

 

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


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

 

Partnership Capital and Allocation of Partnership Income and Losses

 

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

 

Calculation of Per Share NAV

 

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

 

Net Income (Loss) Per Share

 

Net income (loss) per share is the difference between the per share NAV at the beginning of each period and at the end of each period. The weighted average number of shares outstanding was computed for purposes of disclosing net income (loss) per weighted average share. The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for shares added and redeemed based on the amount of time the shares were outstanding during such period. There were no shares held by USCF at December 31, 2018. 

 

Offering Costs

 

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

 
 

Cash Equivalents

 

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

 

Reclassification

 

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

 

Use of Estimates

 

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


Other

On January 4, 2018, after the close of the NYSA Arca, UNG effected a 1-for-4 reverse share split and post-split shares of UNG began trading on January 5, 2018. The audited financial information in this annual report on Form 10-K gives effect to the reverse share split and the post-split shares as if they had been completed on January 1, 2018. 

 

The audited financial information and pro forma financial information, as well as the historical financial information as of and for the year ended December 31, 2018, was derived from UNG’s historical financial statements. The financial statements in this annual report on Form 10-K are presented in accordance with Accounting Standards Codification 260 for purposes of presenting the 1-for-4 reverse split on historical basis for all periods reported.

 

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

 

USCF Management Fee

 

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

 

Ongoing Registration Fees and Other Offering Expenses

 

UNG pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering. These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale. For the years ended December 31, 2018, 2017 and 2016, UNG incurred $83,258, $204,998 and $404,792 respectively, in registration fees and other offering expenses.

 

Independent Directors’ and Officers’ Expenses

 

UNG is responsible for paying its portion of the directors’ and officers’ liability insurance for UNG and the Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of UNG and the Related Public Funds. UNG shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis. These fees and expenses for the year ended December 31, 2018 were $521,689 for UNG and the Related Public Funds. UNG’s portion of such fees and expenses for the year ended December 31, 2018 was $69,624. For the year ended December 31, 2017, these fees and expenses were $536,375 for UNG and the Related Public Funds. UNG’s portion of such fees and expenses for the year ended December 31, 2017 was $64,982. For the year ended December 31, 2016, these fees and expenses were $582,050 for UNG and the Related Public Funds. UNG’s portion of such fees and expenses for the year ended December 31, 2016 was $94,521.

 

Licensing Fees

As discussed in Note 4 below, UNG entered into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011. Pursuant to the agreement, UNG and the Related Public Funds, other than BNO, USCI, CPER, USOU and USOD, pay a licensing fee that is equal to 0.015% on all net assets. During the years ended December 31, 2018, 2017 and 2016, UNG incurred $56,477, $74,309 and $81,594, respectively, under this arrangement.

 
 

Investor Tax Reporting Cost

 

The fees and expenses associated with UNG’s audit expenses and tax accounting and reporting requirements are paid by UNG. These costs were approximately $928,800 for the year ended December 31, 2018, approximately $1,000,000 for the year ended December 31, 2017 and approximately $400,000 for the year ended December 31, 2016. Tax reporting costs fluctuate between years due to the number of shareholders during any given year.

 

Other Expenses and Fees 

 

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

 

NOTE 4 — CONTRACTS AND AGREEMENTS

 

Marketing Agent Agreement

 

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

 

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

 

Brown Brothers Harriman & Co. Agreements

 

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

 

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

 

Brokerage and Futures Commission Merchant Agreements

 

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

 
 

   For the Year
Ended
December 31,
2018
   For the Year
Ended
December 31,
2017
   For the Year
Ended
December 31,
2016
 
Total commissions accrued to brokers   $1,424,713   $1,728,440   $2,000,888 
Total commissions as annualized percentage of average total net assets   0.38%   0.35%   0.37%
Commissions accrued as a result of rebalancing  $1,053,158   $1,420,519   $1,872,019 
Percentage of commissions accrued as a result of rebalancing   73.92%   82.19%   93.56%
Commissions accrued as a result of creation and redemption activity  $371,555   $307,921   $128,869 
Percentage of commissions accrued as a result of creation and redemption activity   26.08%   17.81%   6.44%
                

The decrease in total commissions accrued to brokers for the year ended December 31, 2018, compared to the year ended December 31, 2017, was due primarily to a lower number of futures contracts being held and traded. The decrease in total commissions accrued to brokers for the year ended December 31, 2017, compared to the year ended December 31, 2016, was due primarily to lower number of futures contracts being held and traded. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

 

NYMEX Licensing Agreement

 

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

 

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

 

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

 

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

 

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

 

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

 

All of the futures contracts held by UNG through December 31, 2018 were exchange-traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual counterparties. However, in the future, if UNG were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any, on the transaction. UNG has credit risk under its futures contracts since the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition, UNG bears the risk of financial failure by the clearing broker.

 
 

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

 

USCF invests a portion of UNG’s cash in money market funds that seek to maintain a stable per share NAV. UNG is exposed to any risk of loss associated with an investment in such money market funds. As of December 31, 2018 and December 31, 2017, UNG held investments in money market funds in the amounts of $33,700,000 and $20,000,000, respectively. UNG also holds cash deposits with its custodian. Pursuant to a written agreement with BBH&Co., uninvested overnight cash balances are swept to offshore branches of U.S. regulated and domiciled banks located in Toronto, Canada; London, United Kingdom; Grand Cayman, Cayman Islands; and Nassau, Bahamas; which are subject to U.S. regulation and regulatory oversight. As of December 31, 2018 and December 31, 2017, UNG held cash deposits and investments in Treasuries in the amounts of $326,091,174 and $631,938,294, respectively, with the custodian and FCM. Some or all of these amounts may be subject to loss should UNG’s custodian and/or FCM cease operations.

 

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

 

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

 

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

 

NOTE 6 — FINANCIAL HIGHLIGHTS

 

The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2018, 2017 and 2016 for the shareholders. This information has been derived from information presented in the financial statements. 

 

   Year ended
December 31,
2018
   Year ended
December 31,
2017
   Year ended
December 31,
2016
 
Per Share Operating Performance:               
Net asset value, beginning of year  $23.34*  $37.18*  $34.76*
Total income (loss)   1.30    (13.49)*   2.77*
Total expenses   (0.29)   (0.35)*   (0.35)*
Net increase (decrease) in net asset value   1.01    (13.84)*   2.42*
Net asset value, end of year  $24.35   $23.34*  $37.18*
                
Total Return   4.33%   (37.22)%   6.90%
                
Ratios to Average Net Assets               
Total income (loss)   30.51%   (37.75)%   19.27%
Management fees   0.60%   0.60%   0.60%
Expenses excluding management fees*   0.68%   0.70%   0.52%
Net income (loss)   29.23%   (39.05)%   18.15%
                

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

 

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

 
 

NOTE 7 - QUARTERLY FINANCIAL DATA (Unaudited)

 

The following summarized (unaudited) quarterly financial information presents the results of operations and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2018 and 2017.

 

   First
Quarter
2018
   Second
Quarter
2018
   Third
Quarter
2018
   Fourth
Quarter
2018
 
Total Income (Loss)  $12,500,875   $20,511,987   $20,645,726   $61,200,837 
Total Expenses   1,403,254    1,177,669    1,074,103    1,166,937 
Net Income (Loss)  $11,097,621   $19,334,318   $19,571,623   $60,033,900 
Net Income (Loss) per Share  $(0.80)  $1.17   $1.15   $(0.51)
                 
   First
Quarter
2017
   Second
Quarter
2017
   Third
Quarter
2017
   Fourth
Quarter
2017
 
Total Income (Loss)  $(93,242,321)  $(43,745,913)  $(10,667,801)  $(39,352,835)
Total Expenses   1,636,118    1,473,807    1,365,327    1,959,853 
Net Income (Loss)  $(94,878,439)  $(45,219,720)  $(12,033,128)  $(41,312,688)
Net Income (Loss) per Share  $(6.90)*  $(3.15)*  $(0.96)*  $(2.83)*

 

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

 

NOTE 8 — FAIR VALUE OF FINANCIAL INSTRUMENTS

 

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

 

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

 

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

 

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

 

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

 

The following table summarizes the valuation of UNG’s securities at December 31, 2018 using the fair value hierarchy:
     
At December 31, 2018  Total   Level I   Level II   Level III 
Short-Term Investments  $272,193,228   $272,193,228   $   $ 
Exchange-Traded Futures Contracts                    
United States Contracts   (67,021,257)   (67,021,257)        

 

During the year ended December 31, 2018, there were no transfers between Level I and Level II. 

 

The following table summarizes the valuation of UNG’s securities at December 31, 2017 using the fair value hierarchy:
     
At December 31, 2017  Total   Level I   Level II   Level III 
Short-Term Investments  $483,194,474   $483,194,474   $   $ 
Exchange-Traded Futures Contracts                    
United States Contracts   55,721,680    55,721,680         

 
 

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

 

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

 

Fair Value of Derivative Instruments                          

 

Derivatives not
Accounted for
as Hedging
Instruments
  Statements of Financial
Condition Location
  Fair Value
At December 31,
2018
   Fair Value
At December 31,
2017
 
Futures - Commodity Contracts  Assets  $(67,021,257)  $55,721,680 

 

The Effect of Derivative Instruments on the Statements of Operations

                    
      For the year ended
December 31, 2018
   For the year ended
December 31, 2017
   For the year ended
December 31, 2016
 
Derivatives
not
Accounted
for as
Hedging
Instruments
  Location of
Gain (Loss)
on Derivatives
Recognized in
Income
  Realized
Gain (Loss)
on Derivatives
Recognized in
Income
   Change in
Unrealized
Gain (Loss) on
Derivatives
Recognized in
Income
   Realized
Gain (Loss)
on Derivatives
Recognized in
Income
   Change in
Unrealized
Gain (Loss) on
Derivatives
Recognized in
Income
   Realized
Gain (Loss)
on Derivatives
Recognized in
Income
   Change in
Unrealized
Gain (Loss) on
Derivatives
Recognized in
Income
 
Futures - Commodity Contracts  Realized gain (loss) on
closed positions
  $230,893,690        $(209,701,928)       $166,847,846      
                                  
   Change in unrealized
gain (loss)
on open
positions
       $(122,742,937)       $18,286,173        $(63,973,835)
                                  

NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS

 

In August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-14, Revenue from Contracts with Customers, modifying ASU 2014-09. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard became effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. There were no material impacts to the Fund’s financial statements upon adoption.

 

New Accounting Pronouncements

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”), which amends ASC 230 to provide guidance on the classification and presentation of changes in restricted cash and restricted cash equivalents on the statement of cash flows. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. At this time, management has evaluated the implications of these changes on the financial statements and adopted with no material impact.

 

NOTE 10 — SUBSEQUENT EVENTS

 

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