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Item 8. Financial Statements and Supplementary Data

2024-02-29 compared with 2023-02-27 · 162 added, 97 removed, 643 unchanged (29% of the section changed)

3 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting.

Report of Independent Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firms.

(Cohen & Company, Ltd.

PCAOB ID 925 ;

Spicer Jeffries LLP PCAOB ID 349 )

Statements of Financial Condition at December 31, 2023 and 2022.

12 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of financial condition of United States Oil Fund, LP (the “Fund”) as of December 31, 2022 and 2021, including the schedule of investments as of December 31, 2022 and 2021, 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, 2022, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying statement of financial condition, including the schedule of investments, of United States Oil Fund, LP (the “Fund”) as of December 31, 2023, the related statements of operations, changes in partners’ capital, and cash flows for the year then ended, 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, 2023 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 Oil Fund, LP as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2023 and the results of its operations, changes in partners' capital, and its cash flows for the year then ended, 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, 2023 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

The Fund’s financial statements and internal control over financial reporting for the years ended December 31, 2022, and prior, were audited by other auditors whose report dated February 27, 2023, expressed an unqualified opinion on those financial statements and internal control over financial reporting.

Basis for Opinions

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 audit.

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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit 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 audit 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 audit 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 audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

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.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Fund ’ s auditor since 2023.

/s/ Cohen & Company, Ltd .

Philadelphia, Pennsylvania

February 29, 2024

SPICER JEFFRIES LLP

Certified Public Accountants

4601 DTC BOULEVARD • SUITE 700

DENVER, COLORADO 80237

(303) 753-1959

(303) 753-0338

www.spicerjeffries.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

United States Oil Fund, LP

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statement of financial condition of United States Oil Fund, LP (the “Fund”) as of December 31, 2022, including the schedule of investments as of December 31, 2022, and the related statements of operations, changes in partners’ capital and cash flows for each of the years in the two-year period ended December 31, 2022, 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, 2022, 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 Oil Fund, LP as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, 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, 2022 based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinion

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/s/ Spicer Jeffries LLP

We have served as the Fund’s auditor since 2005.

Denver, Colorado

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Cash and cash equivalents (at cost $ 952,408,574 and $ 856,400,000 , respectively) (Notes 2 and 5)

1,565,100,289

Equity in trading accounts:

3 unchanged sentences

Unrealized gain (loss) on open swap contracts

Receivable for shares sold

Dividends receivable

1 unchanged sentence

Prepaid insurance

ETF transaction fees receivable

1,586,712,656

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Market value per share

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

See accompanying notes to financial statements.

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(Loss) on Open

% of Partners’

Open Commodity Futures Contracts - Long

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NYMEX WTI Crude Oil Futures CL March 2024 contracts, expiring February 2024

NYMEX WTI Crude Oil Futures CL April 2023 contracts, expiring March 2023

NYMEX WTI Crude Oil Futures CL May 2023 contracts, expiring April 2023

NYMEX WTI Crude Oil Futures CL June 2023 contracts, expiring May 2023

( 3,387,630 )

NYMEX WTI Crude Oil Futures CL July 2023 contracts, expiring June 2023

NYMEX WTI Crude Oil Futures CL December 2023 contracts, expiring November 2023

Total Open Futures Contracts*

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Total United States Money Market Funds

Open OTC Commodity Swap Contracts

Fund Receives

1 unchanged sentence

Contracts (a)

MQCP361E Index (b)

MACQUARIE MQCP361E 01192024Index (b)

Macquarie Bank Ltd.

SGIXCWTI Index (b)

SOC GEN SGIXCWTI 12292023Index (b)

Societe Generale

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United States Contracts

NYMEX WTI Crude Oil Futures February 2022 contracts, expiring January 2022

NYMEX WTI Crude Oil Futures March 2022 contracts, expiring February 2022

NYMEX WTI Crude Oil Futures CL February 2023 contracts, expiring January 2023

( 5,359,907 )

NYMEX WTI Crude Oil Futures CL March 2023 contracts, expiring February 2023

NYMEX WTI Crude Oil Futures CL April 2023 contracts, expiring March 2023

NYMEX WTI Crude Oil Futures May 2022 contracts, expiring April 2022

NYMEX WTI Crude Oil Futures June 2022 contracts, expiring May 2022

NYMEX WTI Crude Oil Futures July 2022 contracts, expiring June 2022

NYMEX WTI Crude Oil Futures December 2022 contracts, expiring November 2022

NYMEX WTI Crude Oil Futures CL May 2023 contracts, expiring April 2023

NYMEX WTI Crude Oil Futures CL June 2023 contracts, expiring May 2023

( 4,057,466 )

NYMEX WTI Crude Oil Futures CL July 2023 contracts, expiring June 2023

NYMEX WTI Crude Oil Futures CL December 2023 contracts, expiring November 2023

Total Open Futures Contracts*

4 unchanged sentences

United States Money Market Funds

Goldman Sachs Financial Square Government Fund - Institutional Shares, 0.03 % #

Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 4.12 % #

1,079,000,000

Government Money Market Fund - Institutional Shares, 0.03 % #

Total United States Money Market Funds

1,544,534,000

Open OTC Commodity Swap Contracts

Fund Receives

Payments/(Premiums

Contracts (a)

MQCP361E Index (b)

Macquarie Bank Ltd.

SGIXCWTI Index (b)

Societe Generale

Total Open OTC Commodity Swap Contracts˄

(a) Reflects the value at reset date of December 31, 2022.

(b) Custom index comprised of a basket of underlying instruments.

# Reflects the 7-day yield at December 31, 2022 .

Ù Collateral amounted to $ 24,260,000 on open OTC commodity swap contracts.

* Collateral amounted to $ 1,097,496,501 on open commodity futures contracts.

10 unchanged sentences

1,911,763,583

Realized gain (loss) on swap contracts

Realized gain (loss) on closed OTC commodity swap contracts

( 24,349,916 )

( 13,603,878 )

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

1 unchanged sentence

( 92,251,288 )

( 287,006,734 )

Change in unrealized gain (loss) on open OTC commodity swap contracts

17 unchanged sentences

Weighted average limited partner shares outstanding

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

See accompanying notes to financial statements.

United States Oil Fund, LP

Statement of Changes in Partners’ Capital

Statements of Changes in Partners’ Capital

For the years ended December 31, 2023, 2022 and 2021

33 unchanged sentences

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

( 363,923,391 )

Change in unrealized (gain) loss on open swap contracts

3 unchanged sentences

( 1,818,766 )

( 2,773,974 )

(Increase) decrease in prepaid insurance

(Increase) decrease in prepaid registration fees

( 1,185,800 )

(Increase) decrease in ETF transaction fees receivable

Increase (decrease) payable due to custody

( 1,012,851 )

Increase (decrease) in payable due to Broker

34 unchanged sentences

2,264,418,396

Components of Cash and Cash Equivalents:

Components of Cash and Cash Equivalents, and Equity in Trading Account:

Cash and cash equivalents

1,565,100,289

2,585,466,700

Equity in Trading Accounts:

5 unchanged sentences

2,264,418,396

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

See accompanying notes to financial statements.

9 unchanged sentences

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 Benchmark Oil Futures Contract, plus interest earned on USO’s collateral holdings, less USO’s expenses.

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.

USO is currently unable to pursue its investment objective with the same high degree of success that it has in the past due to its limited ability to invest in the Benchmark Oil Futures Contract and certain other Oil Futures Contracts, as defined below, to the same extent it was able to before the market conditions that occurred in 2020, as described herein, and the resulting regulatory requirements imposed on USO, and risk mitigation measures taken, including those taken by USO’s FCMs.

As a result of such market conditions, the regulatory conditions that were and could again be imposed and the risk mitigation measures described below, there is still uncertainty as to whether USO will be able to achieve its investment objective within as narrow a percentage change difference in its NAV for any period of 30 successive valuation days and the average daily percentage change in the price of the Benchmark Oil Futures Contract as it typically had prior to the Spring of 2020 due to the foregoing factors.

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 and changes, over a ten-day period, into the NYMEX futures contract that is the next month to expire.

The change from the near month contract to the next month contract occurs at the beginning of each month and will be approximately proportional, relative to total net assets, over each day of the ten-day roll period.

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 a result, investors should be aware that USO would meet its investment objective even if there are significant deviations between changes in its daily NAV and changes in the daily price of the Benchmark Oil Futures Contract provided that the average daily percentage change in USO’s NAV over 30 successive valuation days is 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.

USO seeks to achieve its investment objective by investing primarily 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 to a lesser extent, in order to comply with regulatory requirements, risk mitigation measures, liquidity requirements, or in view of market conditions, 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, 2023, USO held 18,103 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.

USO is currently invested in Oil Futures Contracts in months other than the Benchmark Oil Futures Contract.

This has impacted the performance of USO and its ability meet its investment objective within as narrow a percentage difference between the average daily percentage change in USO’s NAV for any period of 30 successive valuation days and the average daily percentage change in the price of the Benchmark Oil Futures Contract as it typically had prior to the Spring of 2020.

Following the significant market volatility that occurred in the Spring of 2020 and the market conditions, regulatory requirements and risk mitigation measures taken by USO and USO’s FCM that impacted USO as a result thereof, USO previously disclosed the parameters for making decisions regarding the permitted investments USO would hold, including the intended order of priority in selecting investments and the type of investments to be held in its portfolio.

Beginning with the monthly roll in September 2023 and ending with the monthly roll in January 2024, USO began transitioning its investment portfolio so that it primarily invests in Benchmark Oil Futures Contracts, consistent with USO’s investment strategy prior to the Spring of 2020.

However, USO has had, and will continue to have, the ability to invest in Oil Futures Contracts beyond the Benchmark Oil Futures Contract and Other Oil-Related Investments, such as OTC swaps, and USO may make such investments if market conditions, regulatory requirements, risk mitigation measures (including those that may be taken by USO, USO’s FCMs, counterparties or other market participants), liquidity requirements, or other factors require USO to do so in order to meet its investment objective.

USO may invest in Oil Futures Contracts beyond the Benchmark Oil Futures Contract, and/or Other Oil-Related Investments, as a result or in response to any of the foregoing factors.

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 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.

This is because natural market forces called contango and backwardation may impact and have impacted the total return on an investment in USO’s shares 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 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, 2022, USO held 21,034 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.

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.

USCF is also the general partner of the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month Oil Fund, LP (“USL”) and the United States Gasoline Fund, LP (“UGA”), which listed their limited partnership shares on the AMEX under the ticker symbols “UNG” on April 18, 2007, “USL” on December 6, 2007 and “UGA” on February 26, 2008, respectively.

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 is also the general partner of the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month Oil Fund, LP (“USL”), the United States Gasoline Fund, LP (“UGA”), the United States 12 Month Natural Gas Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”).

USCF is also the sponsor of the United States Commodity Index Funds Trust (“USCIFT”), a Delaware statutory trust and each of its series:

the United States Commodity Index Fund (“USCI”) and the United States Copper Index Fund (“CPER”).

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.

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

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

USO 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.

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.

Authorized Participants pay USO a transaction fee of $ 1,000 for each order they place 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.

12 unchanged sentences

USO also commenced investment operations on April 10, 2006, by purchasing Oil Futures Contracts traded on the NYMEX based on light, sweet crude oil.

As of December 31, 2022, USO had registered a total of 5,627,000,000 shares.

As of December 31, 2023, USO had registered an unlimited number of shares available for issuance.

On August 29, 2023, the SEC declared effective a registration statement filed by USO that registered an unlimited number of shares.

As a result, USO has an unlimited number of shares that can be issued in the form of Creation Baskets.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Partnership Capital and Allocation of Partnership Income and Losses

Profit or loss shall be allocated among the partners of USO in proportion to the number of shares each partner holds as of the close of each month.

Profit or loss shall be allocated among the partners of USO in proportion to the weighted-average 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.

12 unchanged sentences

Cash Equivalents

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

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

Reclassification

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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 year ended December 31, 2022, USO did no t incur in registration fees and other offering expenses.

For the years ended December 31, 2022, 2021 and 2020, USO incurred $ 0 , $ 1,260,041 and $ 3,203,939 respectively, in registration fees and other offering expenses.

For the years ended December 31, 2023, 2022 and 2021, USO incurred $ 0 , $ 0 and $ 1,260,041 , respectively, in registration fees and offering expenses.

Independent Directors’ and Officers’ Expenses

USO is responsible for paying its portion of the directors’ and officers’ liability insurance for USO and the other Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of USO and the other Related Public Funds.

USO shares the fees and expenses on a pro rata basis with each other 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 ending December 31, 2022 totaled $ 828,823 for USO and, in the aggregate for USO and the other Related Public Funds, approximately $ 1,258,000 .

For the year ending December 31, 2021 these fees and expenses were $ 745,448 for USO and, in the aggregate for USO and the Related Public Funds, $ 1,081,963 .

For the year ended December 31, 2020, these fees and expenses were $ 585,896 for USO and the Related Public Funds.

USO’s portion of such fees and expenses for the year ended December 31, 2020 was $ 391,372 .

USO is responsible for paying its portion of the directors’ and officers’ liability insurance for USO and the Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of USO and the Related Public Funds.

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 ending December 31, 2023 totaled $ 723,121 for USO and, in the aggregate for USO and the Related Public Funds, approximately $ 1,210,000 .

For the year ended December 31, 2022, these fees and expenses were $ 828,823 for USO and, in the aggregate for USO and the Related Public Funds, $ 1,258,000 .

For the year ended December 31, 2021 these fees and expenses were $ 745,448 for USO and, in the aggregate for USO and the Related Public Funds, $ 1,081,963 .

Licensing Fees

As discussed in Note 4 below, USO entered into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011.

Pursuant to the agreement, USO and the other Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that is equal to 0.015 % on all net assets.

Pursuant to the agreement, USO and the Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that is equal to 0.015 % on all net assets.

During the years ended December 31, 2023, 2022 and 2021, USO incurred $ 237,942 , $ 384,747 and $ 446,110 , respectively under this arrangement.

1 unchanged sentence

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

These costs were estimated to be $ 1,779,300 for the year ending December 31, 2022.

These costs are estimated to be $ 2,115,461 for the year ending December 31, 2023.

For the years ending December 31, 2022, and 2021 USO’s investor reporting costs totaled $ 1,779,300 and $ 6,671,000 respectively.

12 unchanged sentences

Custody, Transfer Agency and Fund Administration and Accounting Services Agreements

USCF engaged The Bank of New York Mellon, a New York corporation authorized to conduct a banking business (“BNY Mellon”), to provide USO and each of the other 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:

USCF engaged The Bank of New York Mellon, a New York corporation authorized to conduct 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;

4 unchanged sentences

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 additional FCMs 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.

USO has engaged each of Marex North America, LLC, formerly RCG Division of Marex Spectron (“MNA”), Marex Capital Markets, Inc., formerly E D & F Man Capital Markets Inc.

(“MCM”), Macquarie Futures USA LLC (“MFUSA”) and ADM Investor Services, Inc.

(“ADMIS”) to serve as additional FCMs to USO effective on May 28, 2020, June 5, 2020, December 3, 2020 and August 8, 2023, respectively.

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.

7 unchanged sentences

Total commissions as annualized percentage of average total net assets

Commissions accrued as a result of rebalancing

Percentage of commissions accrued as a result of rebalancing

Commissions accrued as a result of creation and redemption activity

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, 2022, compared to the year ended December 31, 2021, was due primarily to a lower number of crude oil futures contracts being held and traded.

The increase in total commissions accrued to brokers for the year ended December 31, 2023, compared to the year ended December 31, 2022, was due primarily to a higher number of crude oil futures contracts being held and traded.

Swap Dealer Agreements

USO entered into ISDA 2002 Master Agreements with each of Macquarie Bank Limited the (“Macquarie ISDA”) and Société Générale (“Société Générale ISDA”) on November 30, 2021 and June 13, 2022, respectively, pursuant to which each of Macquarie Bank Limited and Société Générale has agreed to serve as an over-the-counter (“OTC”) swap counterparty for USO.

USO entered into ISDA 2002 Master Agreements with each of Macquarie Bank Limited (the “Macquarie ISDA”) and Société Générale S.A.

(“Société Générale ISDA”) on November 30, 2021 and June 13, 2022, respectively, pursuant to which each of Macquarie Bank Limited and Société Générale has agreed to serve as an over-the-counter (“OTC”) swap counterparty for USO.

The Macquarie ISDA and the Société Générale ISDA each provide USO with the ability to invest in OTC swaps in furtherance of USO’s investment objective by providing it with investment flexibility in light of market conditions, liquidity, regulatory requirements, and risk diversification.

USO may enter into OTC swap transactions under each of the Macquarie ISDA and Société Générale ISDA in light of the foregoing.

Any OTC swap transactions of USO that are outstanding under the Macquarie ISDA and the Société Générale ISDA, along with USO’s other holdings, will be published on USO’s webpage, www.uscfinvestments.com.

Any OTC swap transactions of USO that are outstanding under the Macquarie ISDA and the Société Générale ISDA, along with USO’s other holdings, are posted on USO’s webpage, www.uscfinvestments.com.

In accordance with each of the swap agreements described above, USO pays each swap dealer a flat fee in a range between 0.20 % and 0.30 % on the daily notional value of each OTC swap transaction.

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

Under the licensing agreement, USO and the Related Public Funds, other than BNO, USCI, and CPER, 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.

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

terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources.

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.

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Significant market volatility has recently occurred in the crude oil markets and the crude oil futures markets.

Such volatility is attributable in part to the COVID-19 pandemic, related supply chain disruptions, war, including the war in Ukraine, and continuing disputes among oil-producing countries.

These factors could cause continuing or increased volatility in the future, which may affect the value, pricing and liquidity of some investments or other assets, including those held by or invested in by USO and the impact of which could limit USO’s ability to have a substantial portion of its assets invested in the Futures Contracts and/or Other Oil-Related Investments.

Such volatility is attributable in part to the COVID-19 pandemic, related supply chain disruptions, war, including the Russia-Ukraine war, attacks or threats of attack by terrorists, conflicts in the Middle East, and continuing disputes among oil-producing countries.

These and other factors could cause continuing or increased volatility in the future, which may affect the value, pricing and liquidity of some investments or other assets, including those held by or invested in by USO and the impact of which could limit USO’s ability to have a substantial portion of its assets invested in the Futures Contracts and/or Other Oil-Related Investments.

All of the futures contracts held by USO through December 31, 2023 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.

USO entered OTC swaps during the period ended March 31, 2022.

USO entered into OTC swaps during the period ended March 31, 2022.

These OTC swaps are subject to the credit risk associated with counterparty non-performance.

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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.

Optimum Strategies Action

On April 6, 2022, USO and USCF were named as defendants in an action filed by Optimum Strategies Fund I, LP, a purported investor in call option contracts on USO (the “Optimum Strategies Action”).

The action is pending in the U.S.

District Court for the District of Connecticut at Civil Action No.

3:22-cv-00511.

The Optimum Strategies Action asserts claims under the Securities Exchange Act of 1934, as amended (the “1934 Act”), Rule 10b-5 thereunder, and the Connecticut Uniform Securities Act.

It purports to challenge statements in registration statements that became effective in February 2020, March 2020, and on April 20, 2020, as well as public statements between February 2020 and May 2020, in connection with 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 complaint seeks damages, interest, costs, attorney’s fees, and equitable relief.

USCF and USO intend to vigorously contest such claims and have moved for their dismissal.

For the year ended December 31, 2023, the monthly average volume of open future and swap contract notional values were $ 1,320,412,729 and $ 287,476,731 , respectively.

For the year ended December 31, 2022, the monthly average volume of open future and swap contract notional values were $ 2,110,956,979 and $ 234,344,593 , respectively.

Settlement of SEC and CFTC Investigations

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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.

The consolidated class action

is pending in the U.S.

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

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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 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.

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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 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.

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

Optimum Strategies Action

The action was in the U.S.

District Court for the District of Connecticut at Civil Action No.

3:22-cv-00511.

The Optimum Strategies Action asserted claims under the Securities Exchange Act of 1934, as amended (the “1934 Act”), Rule 10b-5 thereunder, and the Connecticut Uniform Securities Act (“CUSA”).

It purported to challenge statements in registration statements that became effective in February 2020, March 2020, and on April 20, 2020, as well as public statements between February 2020 and May 2020, in connection with 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 complaint was seeking damages, interest, costs, attorney’s fees, and equitable relief.

On March 15, 2023, the court granted the USO defendants’ motion to dismiss the complaint.

In its ruling, the court granted the USO defendants’ motion to dismiss, with prejudice, the plaintiff’s claims under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and a claim for control person liability under Section 20(a) of the Exchange Act.

Having dismissed all claims over which the court had original jurisdiction, the court declined to exercise supplemental jurisdiction over the plaintiff’s state law claim under CUSA and dismissed the claim without prejudice.

No notice of appeal was filed.

NOTE 6 — FINANCIAL HIGHLIGHTS

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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 USO.

Additionally, only Authorized Participants purchase and redeem shares from the Fund at the NAV per share.

Most shareholders will purchase and sell shares in the secondary market at market prices, which may differ from the NAV per share and result in a higher or lower total return.

NOTE 7 - QUARTERLY FINANCIAL DATA (Unaudited)

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( 66,835,819 )

( 32,164,547 )

( 293,623,376 )

Total Expenses

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( 69,659,449 )

( 34,910,503 )

( 296,561,045 )

Net Income (Loss) per Share

Total Income (Loss)

( 435,341,582 )

Total Expenses

Net Income (Loss)

( 438,850,927 )

Net Income (Loss) per Share

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Short-Term Investments

1,544,534,000

Exchange-Traded Futures Contracts

United States Contracts

OTC Commodity Swap Contracts

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.

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Futures - Commodity Contracts

Unrealized gain (loss) on open commodity futures contracts

Swap - Commodity Contracts

Unrealized gain (loss) on open OTC commodity swap contracts

The volume of open OTC swap positions relative to the net assets of USO at the date of this report is generally representative of open positions throughout the reporting period.

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Futures - Commodity Contracts

Realized gain (loss) on closed positions

Realized gain (loss) on closed commodity futures contracts

( 63,502,154 )

1,911,763,583

Change in unrealized gain (loss) on open positions

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

( 19,134,006 )

( 92,251,288 )

( 287,006,734 )

OTC Swap - Commodity Contracts

Realized gain (loss) on closed positions

Realized gain (loss) on closed OTC commodity swap contracts

( 24,349,916 )

Change in unrealized gain (loss) on open positions

( 13,603,878 )

Change in unrealized gain (loss) on open OTC commodity swap contracts

NOTE 9 — 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