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Item 8. Financial Statements and Supplementary Data

2021-02-26 compared with 2020-02-21 · 232 added, 158 removed, 503 unchanged (44% of the section changed)

36 unchanged sentences

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.

A Fund’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 Fund’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 Fund;

(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 Fund are being made only in accordance with authorizations of management and directors of the Fund;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Fund’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.

10 unchanged sentences

Statements of Financial Condition

At December 31, 2019 and 2018

At December 31, 2020 and December 31, 2019

December 31, 2020

6 unchanged sentences

Unrealized gain (loss) on open commodity futures contracts

( 194,392,958 )

Receivable for shares sold

Dividends receivable

14 unchanged sentences

Total Liabilities

Commitments and Contingencies (Notes 3, 4 and 5)

Commitments and Contingencies (Notes 3, 4 & 5)

Partners’ Capital

General Partner

General Partners

Limited Partners

10 unchanged sentences

Market value per share

* Certain prior year amounts have been reclassified for consistency with the current presentation.

† On April 28, 2020, there was a 1-for- 8 reverse share split.

The Statements of Financial Condition have been adjusted for the periods shown to reflect the 1-for- 8 reverse share split on a retroactive basis .

See accompanying notes to financial statements.

4 unchanged sentences

(Loss) on Open

Open Futures Contracts - Long

Open Commodity Futures Contracts - Long

United States Contracts

NYMEX WTI Crude Oil Futures CL February 2020 contracts, expiring January 2020*

NYMEX WTI Crude Oil Futures February 2021 contracts, expiring January 2021

NYMEX WTI Crude Oil Futures March 2021 contracts, expiring February 2021

NYMEX WTI Crude Oil Futures April 2021 contracts, expiring March 2021

NYMEX WTI Crude Oil Futures May 2021 contracts, expiring April 2021

NYMEX WTI Crude Oil Futures June 2021 contracts, expiring May 2021

NYMEX WTI Crude Oil Futures July 2021 contracts, expiring June 2021

NYMEX WTI Crude Oil Futures December 2021 contracts, expiring November 2021

Total Open Futures Contracts *

3,223,668,812

Shares/Principal

% of Partners'

Cash Equivalents

United States Treasury Obligations

Treasury Bills:

2.05 %, 1/02/2020

2.03 %, 1/09/2020

2.01 %, 1/16/2020

2.04 %, 1/23/2020

2.02 %, 1/30/2020

1.89 %, 2/06/2020

1.87 %, 2/13/2020

1.85 %, 2/20/2020

1.85 %, 2/27/2020

1.83 %, 3/05/2020

1.84 %, 3/19/2020

1.88 %, 3/26/2020

1.70 %, 4/02/2020

1.64 %, 4/09/2020

1.60 %, 4/16/2020

1.60 %, 4/23/2020

1.59 %, 4/30/2020

1.54 %, 5/07/2020

1.55 %, 5/14/2020

1.55 %, 5/21/2020

1.58 %, 5/28/2020

1.53 %, 6/04/2020

1.53 %, 6/11/2020

1.54 %, 6/18/2020

1.57 %, 6/25/2020

Total Treasury Obligations

1,155,542,347

United States Money Market Funds

Fidelity Investments Money Market Funds - Government Portfolio, 0.01 % #

Total Cash Equivalents

1,175,542,347

* Collateral amounted to $ 149,272,014 on open futures contracts.

Government Money Market Fund - Institutional Share Class, 0.02 % #

Total United States Money Market Funds

# Reflects the 7 -day yield at December 31, 2020.

* Collateral amounted to $ 723,771,439 on open commodity futures contracts.

See accompanying notes to financial statements.

8 unchanged sentences

1,133,488,110

( 194,392,958 )

Cash Equivalents

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United States - Money Market Funds

Goldman Sachs Financial Square Funds - Government Fund - Class FS

Morgan Stanley Institutional Liquidity Funds - Government Portfolio

Total Money Market Funds

Fidelity Investments Money Market Funds - Government Portfolio

Total Cash Equivalents

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Gain (loss) on trading of commodity futures contracts:

Realized gain (loss) on closed futures contracts

Change in unrealized gain (loss) on open futures contracts

Realized gain (loss) on closed commodity futures contracts

( 2,251,576,260 )

Change in unrealized gain (loss) on open commodity futures contracts

( 312,173,308 )

Realized gain (loss) on short-term investments

4 unchanged sentences

( 1,876,885,171 )

( 278,112,421 )

General Partner management fees (Note 3)

6 unchanged sentences

( 1,905,181,579 )

Net income (loss) per limited partnership share

Net income (loss) per weighted average limited partnership share

Weighted average limited partnership shares outstanding

( 291,274,645 )

Net Income (Loss) per limited partner share

Net Income (Loss) per weighted average limited partner share

Weighted average limited partner shares outstanding

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

On April 28, 2020, there was a 1-for-8 reverse share split.

The Statements of Operations have been adjusted for the periods shown to reflect the 1-for-8 reverse share split on a retroactive basis.

See accompanying notes to financial statements.

United States Oil Fund, LP

Statements of Changes in Partners’ Capital

Statement of Changes in Partners’ Capital

For the years ended December 31, 2020, 2019 and 2018

General Partner

Limited Partners *

Balances, at December 31, 2016

3,101,956,669

Addition of 410,300,000 partnership shares

4,177,335,976

Balances at beginning of year

1,170,976,258

Redemption of 508,100,000 partnership shares

1,468,461,712

2,019,531,410

Net income (loss)

Balances, at December 31, 2017

Addition of 207,062,500 , 34,137,500 and 38,437,500 partnership shares, respectively

8,030,979,653

3,196,742,422

Addition of 307,500,000 partnership shares

3,972,118,855

Redemption of ( 108,888,897 ), ( 41,837,500 ) and ( 40,187,500 ) partnership shares, respectively

( 3,671,556,586 )

Redemption of 321,500,000 partnership shares

( 3,967,683,580 )

3 unchanged sentences

( 291,274,645 )

Balances, at December 31, 2018

1,468,461,712

Addition of 273,100,000 partnership shares

3,196,742,422

Redemption of 334,700,000 partnership shares

( 3,967,683,580 )

Balances at end of year

3,625,217,746

Net income (loss)

Balances, at December 31, 2019

1,170,976,258

1,468,461,712

Net Asset Value Per Share:

At December 31, 2016

At December 31, 2017

At December 31, 2018

At December 31, 2019

*General Partners' shares outstanding and capital for the periods presented were zero.

†On April 28, 2020, there was a 1-for-8 reverse share split.

The Statement of Changes in Partners' Capital has been adjusted for the periods shown to reflect the 1-for-8 reverse share split on a retroactive basis.

See accompanying notes to financial statements.

8 unchanged sentences

( 1,905,181,579 )

( 291,274,645 )

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

Unrealized (gain) loss on open futures contracts

Change in unrealized (gain) loss on open commodity futures contracts

( 363,923,391 )

4 unchanged sentences

(Increase) decrease in prepaid registration fees

(Increase) decrease in ETF transaction fees receivable

Increase (decrease) in payable due to Broker

( 1,185,800 )

Increase (decrease) in payable due to Broker

( 57,283,329 )

6 unchanged sentences

( 2,253,812,505 )

( 36,685,031 )

Cash Flows from Financing Activities:

34 unchanged sentences

1,656,935,976

*Certain prior year amounts have been reclassified for consistency with the current presentation.

See accompanying notes to financial statements.

4 unchanged sentences

The United States Oil Fund, LP (“USO”) was organized as a limited partnership under the laws of the state of Delaware on May 12, 2005.

USO is a commodity pool that issues limited partnership shares (“shares”) that may be purchased and sold on the NYSE Arca, Inc.

USO is a commodity pool that issues limited partnership interests (“shares”) that may be purchased and sold on the NYSE Arca, Inc.

(the “NYSE Arca”).

Prior to November 25, 2008, USO’s shares traded on the American Stock Exchange (the “AMEX”).

The investment objective of USO 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 spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily changes in the price of the futures contract for light, sweet crude oil 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 Oil Futures Contract”), plus interest earned on USO’s collateral holdings, less USO’s expenses.

USO’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of light, sweet crude oil or any particular futures contract based on light, sweet crude oil, nor is USO’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 USO, believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Oil Futures Contracts (as defined below) and Other Oil-Related Investments (as defined below).

USO will continue in perpetuity, unless terminated sooner upon the occurrence of one or more events as described in its Seventh Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (the “LP Agreement”), which grants full management control to its general partner, United States Commodity Funds LLC (“USCF”).

The Benchmark Oil Futures Contract is the futures contract for light, sweet crude oil as 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.

Specifically, USO seeks to achieve its investment objective by investing so that the average daily percentage change in USO’s NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Oil Futures Contract over the same period.

As described in “ Item 7 .

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report on Form 10-K, USO is currently unable to pursue its investment objective as favorably as it has in the past due to its inability to invest in the Benchmark Oil Futures Contract and certain other Oil Futures Contracts, as defined below, to the extent it was able to before the market conditions, regulatory limitations imposed on USO, and risk mitigation measures taken by USO’s FCMs described herein arose.

As a result of, the foregoing there is still uncertainty as to whether USO will be able to achieve the same level of success as before in meeting its investment objective.

Investors should be aware that USO’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of light, sweet crude oil or any particular futures contract based on light, sweet crude oil, nor is USO’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.

This is because natural market forces called contango and backwardation have impacted the total return on an investment in USO’s shares during the past year relative to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price of USO’s shares and changes in the spot prices of light, sweet crude oil will continue to be so impacted by contango and backwardation.

While USO’s shares may be impacted by contango and backwardation, the potential costs associated with physically owning and storing crude oil, could be substantial.

USCF believes that it is not practical to manage the portfolio to achieve the foregoing investment objective when investing in Oil Futures Contracts (as defined below) and Other Oil-Related Investments (as defined below).

USO accomplishes its objective through investments in futures contracts for light, sweet crude oil and other types of crude oil, diesel-heating oil, gasoline, natural gas and other petroleum-based fuels that are traded on the NYMEX, ICE Futures or other U.S.

and foreign exchanges (collectively, “Oil Futures Contracts”) and other oil-related investments such as cash-settled options on Oil Futures Contracts, forward contracts for oil, cleared swap contracts and over-the-counter (“OTC”) transactions that are based on the price of crude oil, diesel-heating oil, gasoline, natural gas and other petroleum-based fuels, Oil Futures Contracts and indices based on the foregoing (collectively, “Other Oil-Related Investments”).

As of December 31, 2019, USO held 19,178 Oil Futures Contracts for light, sweet crude oil traded on the NYMEX and did not hold any Oil Futures Contracts for light, sweet crude oil traded on the ICE Futures Europe.

As of December 31, 2020, USO held 74,708 Oil Futures Contracts for light, sweet crude oil traded on the NYMEX and did not hold any and did not hold any Oil Futures Contracts for light, sweet crude oil traded on the ICE Futures Europe.

USO commenced investment operations on April 10, 2006 and has a fiscal year ending on December 31.

USCF is responsible for the management of USO.

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.

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As a result of the acquisition of the AMEX by NYSE Euronext, each of UNG’s, USL’s and UGA’s shares commenced trading on the NYSE Arca on November 25, 2008.

USCF is also the general partner of 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 “UNL” on November 18, 2009 and “BNO” on June 2, 2010, respectively.

USCF previously served as the general partner for the United States Short Oil Fund, LP (“DNO”) and the United States Diesel-Heating Oil Fund, LP (“UHN”), both of which were liquidated in 2018.

USCF is also the general partner of 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 “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”), and the USCF Crescent Crypto Index Fund (“XBET”), each a series of the United States Commodity Index Funds Trust (“USCIFT”).

USCF previously served as the sponsor for the United States Agricultural Index Fund (“USAG”) a series of USCIFT which was liquidated in 2018.

XBET is currently in registration and has not commenced operations.

USCI and CPER listed their shares on the NYSE Arca under the ticker symbols “USCI” on August 10, 2010 and “CPER” on November 15, 2011, respectively.

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 listed their shares on the NYSE Arca on July 20, 2017 under the ticker symbols “USOU” and “USOD”, respectively.

Each of USOU and USOD liquidated all of its assets and distributed cash pro rata to all remaining shareholders in December 2019.

A registration statement that had been previously filed for XBET was withdrawn on June 25, 2020.

USO, UNG, UGA, UNL, USL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

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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.

Authorized Participants pay USO a $ 1,000 transaction 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.

Authorized Participants pay USO a transaction fee of $ 1,000 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 USO but rather at market prices quoted on such exchange.

On April 28, 2020, after the close of trading on the NYSE Arca, USO effected a 1-for- 8 reverse share split and post-split shares of USO began trading on April 29, 2020.

As a result of the reverse share split, every eight pre-split shares of USO were automatically exchanged for one post-split share.

Immediately prior to the reverse split, there were 1,482,900,000 shares of USO issued and outstanding, representing a per share NAV of $ 2.04 .

Immediately after the effect of the reverse share split, the number of issued and outstanding shares of USO decreased to 185,362,500 , not accounting for fractional shares, and the per share NAV increased to $ 16.35 .

In connection with the reverse share split, the CUSIP number for USO's shares changed to 91232N207.

USO's ticker symbol, "USO,"

remains the same.

The accompanying financial statements have been adjusted to reflect the effect of the reverse share split on a retroactive basis.

In April 2006, USO initially registered 17,000,000 shares on Form S-1 with the U.S.

6 unchanged sentences

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.

The financial statements have been prepared in conformity with U.S.

GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.

USO is an investment company and follows the accounting and reporting guidance in FASB Topic 946.

4 unchanged sentences

Changes in the unrealized gains or losses between periods are reflected in the statements of operations.

USO earns income on funds held at the custodian or a futures commission merchant (“FCM”) at prevailing market rates earned on such investments.

USO earns income on funds held at the custodian or futures commission merchants (“FCMs”) at prevailing market rates earned on such investments.

Brokerage Commissions

52 unchanged sentences

USO 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, 2019 were $ 556,951 for USO and the Related Public Funds.

USO's portion of such fees and expenses for the year ended December 31, 2019 was $ 333,741 .

These fees and expenses for the year ending December 31, 2020 are estimated to be a total of $ 391,372 for USO and, in the aggregate for USO and the Related Public Funds, $ 585,896 .

For the year ended December 31, 2019, these fees and expenses were $ 556,951 for USO and the Related Public Funds.

8 unchanged sentences

The fees and expenses associated with USO’s audit expenses and tax accounting and reporting requirements are paid by USO.

These costs were approximately $ 1,440,997 for the year ended December 31, 2019, approximately $ 1,500,000 for the year ended December 31, 2018 and approximately $ 2,200,000 for the year ended December 31, 2017.

These costs are estimated to be $ 2,200,000 for the year ending December 31, 2020.

Tax reporting costs fluctuate between years due to the number of shareholders during any given year.

9 unchanged sentences

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

Brown Brothers Harriman & Co.

USO is also party to a custodian agreement, dated March 13, 2006, as amended from time to time, with Brown Brothers Harriman & Co.

(“BBH&Co.”) and USCF, whereby BBH&Co.

holds investments on behalf of USO.

USCF pays the fees of the custodian, which are determined by the parties from time to time.

In addition, USO is party to an administrative agency agreement, dated March 13, 2006, as amended from time to time, with USCF and BBH&Co., whereby BBH&Co.

acts as the administrative agent, transfer agent and registrar for USO.

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 USO 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.

Custody, Transfer Agency and Fund Administration and Accounting Services Agreements

USCF engaged The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”), to provide USO and each of the Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to the following agreements with BNY Mellon dated as of March 20, 2020 (together, the “BNY Mellon Agreements”), which were effective as of April 1, 2020:

(i) a Custody Agreement;

(ii) a Fund Administration and Accounting Agreement;

and (iii) a Transfer Agency and Service Agreement.

USCF pays the fees of BNY Mellon for its services under the BNY Mellon Agreements and such fees are determined by the parties from time to time.

Brown Brothers Harriman and Co.

("BBH&Co.") previously served as the Administrator, Custodian, Transfer Agent and Fund Accounting Agent for USO and the Related Public Funds prior to BNY Mellon commencing such services on April 1, 2020.

Certain fund accounting and fund administration services rendered by BBH&Co.

to USO and the Related Public Funds terminated on May 31, 2020 to allow for the transition to BNY Mellon.

Brokerage and Futures Commission Merchant Agreements

On October 8, 2013, USO entered into a brokerage agreement with RBC to serve as USO’s FCM effective October 10, 2013.

The agreement with RBC requires it to provide services to USO in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased and sold by or through RBC for USO’s account.

In accordance with the agreement, RBC charges USO commissions of approximately $ 7 to $ 8 per round-turn trade, including applicable exchange, clearing and NFA fees for Oil Futures Contracts and options on Oil Futures Contracts.

USO entered into a brokerage agreement with RBC Capital Markets LLC (“RBC”) to serve as USO's FCM effective October 10, 2013.

USO has engaged each of RCG Division of Marex Spectron ("RCG"), E D & F Man Capital Markets Inc.

("MCM") and Macquarie Futures USA LLC ("MFUSA") to serve as an additional FCM to USO effective on May 28, 2020, June 5, 2020, and December 3, 2020, respectively.

The agreements with USO's FCMs require the FCMs to provide services to USO in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased and sold by or through the applicable FCM for USO’s account.

In accordance with the FCM agreements, USO pays each FCM commissions of approximately $ 7 to $ 8 per round-turn trade, including applicable exchange, clearing and NFA fees for Oil Futures Contracts and options on Oil Futures Contracts.

Such fees include those incurred when purchasing Oil Futures Contracts and options on Oil Futures Contracts when USO issues shares as a result of a Creation Basket, as well as fees incurred when selling Oil Futures Contracts and options on Oil Futures Contracts when USO redeems shares as a result of a Redemption Basket.

1 unchanged sentence

USO also incurs commissions to brokers for the purchase and sale of Oil Futures Contracts, Other Oil-Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).

For the Year Ended

December 31, 2020

7 unchanged sentences

Percentage of commissions accrued as a result of creation and redemption activity

The decrease in total commissions accrued to brokers for the year ended December 31, 2019, compared to the year ended December 31, 2018, was due primarily to a lower number of crude oil futures contracts being held and traded.

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 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.

The increase in total commissions accrued to brokers for the year ended December 31, 2020, compared to the year ended December 31, 2019, was due primarily to a higher number of crude oil futures contracts being held and traded.

NYMEX Licensing Agreement

USO and the NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby USO was granted a non-exclusive license to use certain of the NYMEX's settlement prices and service marks.

Under the licensing agreement, USO and the Related Public Funds, other than BNO, USCI, CPER, USOU and USOD, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.

USO expressly disclaims any association with the NYMEX or endorsement of USO by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the NYMEX.

Under the licensing agreement, USO and the Related Public Funds, other than BNO, USCI and CPER, USOU and USOD, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.

USO expressly disclaims any association with the NYMEX or endorsement of USO 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

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USO 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.

USO may enter into futures contracts, options on futures contracts and cleared swaps to gain exposure to changes in the value of an underlying commodity.

USO may enter into futures contracts, options on futures contracts, cleared swaps, and OTC-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.

2 unchanged sentences

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.

OTC swaps are entered into between two parties in private contracts.

In an OTC swap, each party bears credit risk to the other party, i.e., the risk that the other party may not be able to perform its obligations under the OTC swap.

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.

The Commodity Exchange Act requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary activities.

To reduce the credit risk that arises in connection with OTC

swaps, USO will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc., which provides for the netting of its overall exposure to its counterparty.

The Master Agreement is negotiated as between the parties and would address, among other things, the exchange of margin between the parties.

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.

2 unchanged sentences

Buying and selling options on futures contracts exposes investors to the risks of purchasing or selling futures contracts.

As to OTC swaps, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange-traded futures contracts and securities or cleared swaps, because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources.

In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction.

As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.

A novel strain of coronavirus (COVID-19) outbreak was declared a pandemic by the World Health Organization on March 11, 2020.

The situation is evolving with various cities and countries around the world responding in different ways to address the outbreak.

There are direct and indirect economic effects developing for various industries and individual companies throughout the world.

Management will continue to monitor the impact COVID-19 has on USO and reflect the consequences as appropriate in USO's accounting and financial reporting.

The recent pandemic spread of the novel coronavirus and related geopolitical events could lead to increased market volatility, disruption to U.S.

and world economies and markets and may have significant adverse effects on USO and its investments.

All of the futures contracts held by USO through December 31, 2020 were exchange-traded.

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In addition, USO bears the risk of financial failure by the clearing broker.

USO’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.

USO’s cash and other property, such as Treasuries, deposited with its FCMs are considered commingled with all other customer funds, subject to such 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.

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USO 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, 2019 and December 31, 2018, USO held cash deposits and investments in Treasuries in the amounts of $ 1,156,245,411 and $ 1,604,935,976 , respectively, with the custodian and FCM.

Some or all of these amounts may be subject to loss should USO’s custodian and/or FCM cease operations.

As of December 31, 2020 and December 31, 2019, USO held cash deposits and investments in Treasuries in the amounts of $ 2,890,704,139 and $ 1,156,245,411 respectively, with the custodian and FCMs.

Some or all of these amounts may be subject to loss should USO’s custodian and/or FCMs cease operations.

For derivatives, risks arise from changes in the market value of the contracts.

Theoretically, USO is exposed to market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short.

Theoretically, USO is exposed to market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short or that the value of the futures contract could fall below zero.

As both a buyer and a seller of options, USO 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.

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The financial instruments held by USO 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.

SEC and CFTC Wells Notices

On August 17, 2020, USCF, USO, and John Love received a “Wells Notice” from the staff of the SEC (the “SEC Wells Notice”).

The SEC Wells Notice relates to USO's disclosures in late April and early May regarding constraints imposed on USO's ability to invest in Oil Futures Contracts.

The SEC Wells Notice states that the SEC staff has made a preliminary determination to recommend that the SEC file an enforcement action against USCF, USO, and Mr.

Love alleging violations of Sections 17(a)(1) and 17(a)(3) of the 1933 Act and Section 10(b) of the 1934 Act and Rule 10b-5 thereunder, in each case with respect to its disclosures and USO’s actions.

On August 19, 2020, USCF, USO, and Mr.

Love received a Wells Notice from the staff of the CFTC (the “CFTC Wells Notice”).

The CFTC Wells Notice states that the CFTC staff has made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr.

Love alleging violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the CEA, 7 U.S.C.

§§ 6o(1)(A), (B), 9(1) (2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R.

§§ 4.26, 4.41, 180.1(a) (2019), in each case with respect to its disclosures and USO’s actions.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law.

USCF, USO, and Mr.

Love maintain that USO’s disclosures and their actions were appropriate.

They intend to vigorously contest the allegations made by the SEC staff in the SEC Wells Notice and the CFTC staff in the CFTC Wells Notice.

United States Oil Fund, LP Securities Litigation

On June 19, 2020, USCF, USO, John P.

Love, and Stuart P.

Crumbaugh were named as defendants in a putative class action filed by purported shareholder Robert Lucas (the “Lucas Class Action”).

The Court thereafter consolidated the Lucas Class Action with two related putative class actions filed on July 31, 2020 and August 13, 2020, and appointed a lead plaintiff.

The consolidated class action is pending in the U.S.

District Court for the Southern District of New York under the caption In re:

United States Oil Fund, LP Securities Litigation, Civil Action No.

1:20-cv-04740.

On November 30, 2020, the lead plaintiff filed an amended complaint (the “Amended Lucas Class Complaint”).

The Amended Lucas Class Complaint asserts claims under the 1933 Act, the 1934 Act, and Rule 10b-5.

The Amended Lucas Class Complaint challenges statements in registration statements that became effective on February 25, 2020 and March 23, 2020 as well as subsequent public statements through April 2020 concerning certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war.

The Amended Lucas Class Complaint purports to have been brought by an investor in USO on behalf of a class of similarly-situated shareholders who purchased USO securities between February 25, 2020 and April 28, 2020 and pursuant to the challenged registration statements.

The Amended Lucas Class Complaint seeks to certify a class and to award the class compensatory damages at an amount to be determined at trial as well as costs and attorney’s fees.

The Amended Lucas Class Complaint named as defendants USCF, USO, John P.

Love, Stuart P.

Crumbaugh, Nicholas D.

Gerber, Andrew F.

Ngim, Robert L.

Nguyen, Peter M.

Robinson, Gordon L.

Ellis, and Malcolm R.

Fobes III, as well as the marketing agent, ALPS Distributors, Inc., and the Authorized Participants:

ABN Amro, BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets, Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, J.P.

Morgan Securities Inc., Merrill Lynch Professional Clearing Corporation, Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities LLC, and Virtu Financial BD LLC.

The lead plaintiff has filed a notice of voluntary dismissal of its claims against BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Morgan Stanley & Company, Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, SG Americas Securities LLC, and UBS Securities LLC.

USCF, USO, and the individual defendants in In re:

United States Oil Fund, LP Securities Litigation intend to vigorously contest such claims and move for their dismissal.

Wang Class Action

On July 10, 2020, purported shareholder Momo Wang filed a putative class action complaint, individually and on behalf of others similarly situated, against defendants USO, USCF, John P.

Love, Stuart P.

Crumbaugh, Nicholas D.

Gerber, Andrew F.

Ngim, Robert L.

Nguyen, Peter M.

Robinson, Gordon L.

Ellis, Malcolm R.

Fobes, III, ABN Amro, BNP Paribas Securities Corp., Citadel Securities

LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., Morgan Stanley & Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities LLC, and Virtu Financial BD LLC, in the U.S.

District Court for the Northern District of California as Civil Action No.

3:20-cv-4596 (the “Wang Class Action”).

The Wang Class Action asserted federal securities claims under the 1933 Act, challenging disclosures in a March 19, 2020 registration statement.

It alleged that the defendants failed to disclose to investors in USO certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war.

The Wang Class Action was voluntarily dismissed on August 4, 2020.

On August 10, 2020, purported shareholder Darshan Mehan filed a derivative action on behalf of nominal defendant USO, against defendants USCF, John P.

Love, Stuart P.

Crumbaugh, Nicholas D.

Gerber, Andrew F Ngim, Robert L.

Nguyen, Peter M.

Robinson, Gordon L.

Ellis, and Malcolm R.

Fobes, III (the “Mehan Action”).

The action is pending in the Superior Court of the State of California for the County of Alameda as Case No.

The Mehan Action alleges that the defendants breached their fiduciary duties to USO and failed to act in good faith in connection with a March 19, 2020 registration statement and offering and disclosures regarding certain extraordinary market conditions that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war.

The complaint seeks, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs.

All proceedings in the Mehan Action are stayed pending disposition of the motion(s) to dismiss in In re:

United States Oil Fund, LP Securities Litigation.

USCF, USO, and the other defendants intend to vigorously contest such claims.

In re United States Oil Fund, LP Derivative Litigation

On August 27, 2020, purported shareholders Michael Cantrell and AML Pharm.

DBA Golden International filed two separate derivative actions on behalf of nominal defendant USO, against defendants USCF, John P.

Love, Stuart P.

Crumbaugh, Andrew F.

Ngim, Gordon L.

Ellis, Malcolm R.

Fobes, III, Nicholas D.

Gerber, Robert L.

Nguyen, and Peter M.

Robinson in the U.S.

District Court for the Southern District of New York at Civil Action No.

1:20-cv-06974 (the “Cantrell Action”) and Civil Action No.

1:20-cv-06981 (the “AML Action”), respectively.

The complaints in the Cantrell and AML Actions are nearly identical.

They each allege violations of Sections 10(b), 20(a) and 21D of the 1934 Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets.

These allegations stem from USO’s disclosures and defendants’ alleged actions in light of the extraordinary market conditions in 2020 that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war.

The complaints seek, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs.

The plaintiffs in the Cantrell and AML Actions have marked their actions as related to the Lucas Class Action.

On September 9, 2020, the Court entered an order consolidating the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, Civil Action No.

1:20-cv-06974 and appointing co-lead counsel.

All proceedings in In re United States Oil Fund, LP Derivative Litigation are stayed pending disposition of the motion(s) to dismiss in In re:

United States Oil Fund, LP Securities Litigation.

USCF, USO, and the other defendants intend to vigorously contest the claims in In re United States Oil Fund, LP Derivative Litigation.

NOTE 6 — FINANCIAL HIGHLIGHTS

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Net income (loss)

* On April 28, 2020, there was a 1-for- 8 reverse share split.

The Financial Highlights have been adjusted for the periods shown to reflect the 1-for-8 reverse share split on a retroactive basis.

Total returns are calculated based on the change in value during the period.

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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, 2019 and 2018.

The following summarized (unaudited) quarterly financial information presents the results of operations and other data for the three-month periods ended March 31, June 30, September 30 and December 31, 2020 and 2019.

Total Income (Loss)

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( 22,663,248 )

( 80,441,230 )

Total Expenses

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( 25,593,536 )

( 83,218,477 )

Net Income (Loss) per Share*

*On April 28, 2020, there was a 1-for-8 reverse share split.

The unaudited Quarterly Financial data has been adjusted for the period shown to reflect the 1-for-8 reverse a share split on a retroactive basis.

NOTE 8 — FAIR VALUE OF FINANCIAL INSTRUMENTS

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Short-Term Investments

1,175,542,347

Exchange-Traded Futures Contracts

United States Contracts

During the year ended December 31, 2019, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USO’s securities at December 31, 2019 using the fair value hierarchy:

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United States Contracts

( 194,392,958 )

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

Effective January 1, 2009, USO 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

Statements of Financial

Statements of

at December 31,

Derivatives not Accounted for as Hedging Instruments

Condition Location

Futures - Commodity Contracts

( 194,392,958 )

The Effect of Derivative Instruments on the Statements of Operations

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December 31, 2018

not Accounted

Derivatives not

Gain (Loss) on

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Gain (Loss) on

on Derivatives

Accounted for

on Derivatives

in Derivatives

Recognized in

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Realized gain (loss) on closed positions

( 2,251,576,260 )

Change in unrealized gain (loss) on open positions

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2018-13, which changes certain fair value measurement disclosure requirements.

The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the Funds’ policy for the timing of transfers between levels.

The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and USO's policy for the timing of transfers between levels.

The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.

The Fund has evaluated the implications of certain provisions of the ASU and has determined that there will be no material impacts to the financial statements.

USO has evaluated the implications of certain provisions of the ASU and has determined that there will be no material impacts to the financial statements.

NOTE 10 — SUBSEQUENT EVENTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data