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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2020.

or

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                      to                     .

Commission file number: 001-32834

United States Oil Fund, LP

(Exact name of registrant as specified in its charter)

Delaware

    

20-2830691

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

1850 Mt. Diablo Boulevard, Suite 640

Walnut Creek, California 94596

(Address of principal executive offices) (Zip Code)

(510) 522-9600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Shares of United States Oil Fund, LP

USO

NYSE Arca, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes      No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes      No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).     Yes      No

The registrant had 143,723,603 outstanding shares as of August 3, 2020.

EXPLANATORY NOTE

United States Oil Fund, LP (“USO”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 with the Securities and Exchange Commission (the “SEC”) on August 7, 2020 (the “Original Filing”). USO is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) for the sole purpose of correcting the descriptions of the Open Commodity Futures Contracts-Long included in the Condensed Schedule of Investments as of June 30, 2020; however, there is no change to the numerical and financial information relating thereto. As a result of the foregoing, the Amendment amends and restates in their entirety the following items of the Original Filing: (i) Item 1 of Part I “Financial Statements”, (ii) Item 4 of Part I, “Controls and Procedures”, and (iii) Item 6 of Part II, “Exhibits” to include the new certifications of the Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1, and 32.2, and the financial statements formatted in Inline Extensible Business Reporting Language in Exhibits 101 and 104. USO has also updated the signature page to the Amendment.

Other than as expressly set forth herein, the Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by the Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. Accordingly, this Amendment should be read together with the Original Filing and USO’s other filings with the SEC.

1

2

United States Oil Fund, LP

Condensed Statements of Financial Condition

At June 30, 2020 (Unaudited) and December 31, 2019

    

June 30, 2020

    

December 31, 2019

 

Assets

Cash and cash equivalents (at cost $1,470,774,756 and $1,026,973,397, respectively) (Notes 2 and 5)

$

1,470,774,756

$

1,026,973,397

Equity in trading accounts:

 

 

Cash and cash equivalents (at cost $2,102,280,331 and $149,272,014, respectively)

 

2,102,280,331

 

149,272,014

Unrealized gain (loss) on open commodity futures contracts

 

1,145,323,709

 

37,520,567

Receivable for shares sold

 

3,351

 

Dividends receivable

 

165,220

 

5,883

Interest receivable

 

59,780

 

28,199

Prepaid insurance**

117,083

39,269

Prepaid registration fees

 

2,981,908

 

74,241

ETF transaction fees receivable

 

 

2,000

Total Assets

$

4,721,706,138

$

1,213,915,570

Liabilities and Partners’ Capital

 

 

Payable due to Broker

$

$

8,820,649

Payable for shares redeemed

 

47,629,464

 

32,023,655

General Partner management fees payable (Note 3)

 

1,818,718

 

467,894

Professional fees payable

 

641,568

 

1,453,996

Brokerage commissions payable

 

224,961

 

89,961

Directors’ fees payable**

 

56,577

 

43,388

License fees payable

 

183,985

 

39,769

Total Liabilities

 

50,555,273

 

42,939,312

Commitments and Contingencies (Notes 3, 4 & 5)

 

 

Partners’ Capital

 

 

General Partners

 

 

Limited Partners

 

4,671,150,865

 

1,170,976,258

Total Partners’ Capital

 

4,671,150,865

 

1,170,976,258

Total Liabilities and Partners’ Capital

$

4,721,706,138

$

1,213,915,570

Limited Partners' shares outstanding

 

166,723,603

 

11,450,000

*

Net asset value per share

$

28.02

$

102.27

*

Market value per share*

$

28.06

$

102.48

*

*   On April 28, 2020, there was a 1-for-8 reverse share split. The Condensed Statement of Financial Conditions have been adjusted for the periods shown  to reflect the 1-for-8 reverse share split on retroactive basis.

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

See accompanying notes to condensed financial statements.

3

United States Oil Fund, LP

Condensed Schedule of Investments (Unaudited)

At June 30, 2020

Fair Value/

Unrealized Gain

(Loss) on Open

Notional

Number of

Commodity

% of Partners’

    

Amount

    

Contracts

    

Contracts

    

Capital

Open Commodity Futures Contracts – Long

 

  

 

  

 

  

 

  

United States Contracts

 

  

 

  

 

  

 

  

NYMEX WTI Crude Oil Futures August 2020 contracts, expiring July 2020*

$

441,743,666

17,842

$

258,911,674

5.54

NYMEX WTI Crude Oil Futures September 2020 contracts, expiring August 2020*

474,739,195

17,811

225,945,545

4.84

NYMEX WTI Crude Oil Futures October 2020 contracts, expiring September 2020*

469,301,011

17,747

231,350,549

4.95

NYMEX WTI Crude Oil Futures November 2020 contracts, expiring October 2020*

646,527,686

17,703

54,157,054

1.16

NYMEX WTI Crude Oil Futures December 2020 contracts, expiring November 2020*

882,483,805

29,430

285,298,595

6.11

NYMEX WTI Crude Oil Futures January 2021 contracts, expiring December 2020*

229,390,591

5,871

4,157,789

0.09

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

381,619,757

11,594

85,502,503

1.83

Total Open Futures Contracts*

$

3,525,805,711

 

117,998

$

1,145,323,709

 

24.52

Principal

Market

% of Partners'

    

Amount

    

Value

    

Capital

Cash Equivalents

 

  

 

  

 

  

United States Treasury Obligations

 

  

 

  

 

  

U.S. Treasury Bills:

 

  

 

  

 

  

1.54%, 7/02/2020

$

25,000,000

$

24,998,941

0.53

1.52%, 7/09/2020

 

40,000,000

39,986,644

0.86

1.55%, 7/16/2020

 

40,000,000

39,974,500

0.86

1.53%, 7/23/2020

 

40,000,000

39,962,967

0.86

1.54%, 7/30/2020

 

40,000,000

39,951,022

0.86

1.54%, 8/06/2020

 

40,000,000

39,939,200

0.85

1.52%, 8/13/2020

 

40,000,000

39,927,999

0.85

1.53%, 8/20/2020

 

40,000,000

39,916,111

0.85

1.43%, 8/27/2020

40,000,000

39,910,700

0.85

0.68%, 9/03/2020

 

40,000,000

39,952,356

0.86

0.39%, 9/10/2020

 

30,000,000

29,977,398

0.64

Total United States Treasury Obligations

 

414,497,838

8.87

United States Money Market Funds

 

Fidelity Investments Money Market Funds - Government Portfolio, 0.06%#

 

98,687,863

98,687,863

2.11

Goldman Sachs Financial Square Funds - Government Fund - Class FS, 0.15%#

 

1,170,860,634

1,170,860,635

25.07

RBC U.S. Government Money Market Fund - Institutional Share Class, 0.10%#

 

201,182,016

201,182,016

4.31

Total United States Money Market Funds

 

$

1,470,730,514

31.49

Total Cash Equivalents

 

  

$

1,885,228,352

 

40.36

#   Reflects the 7-day yield at June 30, 2020.

*   Collateral amounted to $2,102,280,331 on open commodity futures contracts.

See accompanying notes to condensed financial statements.

4

United States Oil Fund, LP

Condensed Statements of Operations (Unaudited)

For the three and six months ended June 30, 2020 and 2019

    

Three months ended

    

Three months ended

Six months ended

    

Six months ended

    

June 30, 2020

June 30, 2019

June 30, 2020

June 30, 2019

Income

 

  

 

  

  

 

  

 

Gain (loss) on trading of commodity futures contracts:

 

  

 

  

  

 

  

 

Realized gain (loss) on closed commodity futures contracts

$

(2,958,778,455)

$

(67,581,780)

$

(3,647,300,158)

$

69,425,902

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

 

2,038,831,909

 

35,897,190

 

1,107,803,142

 

313,310,848

Dividend income

 

689,654

 

961,575

 

1,547,321

 

2,668,218

Interest income*

 

2,462,398

 

7,979,767

 

7,005,577

 

15,847,217

ETF transaction fees

 

69,546

 

80,000

 

184,546

 

154,000

Total Income (Loss)

$

(916,724,948)

$

(22,663,248)

$

(2,530,759,572)

$

401,406,185

Expenses

 

 

 

 

General Partner management fees (Note 3)

$

4,632,495

$

1,666,525

$

6,291,930

$

3,469,952

Professional fees

 

532,839

 

405,136

 

822,975

 

805,819

Brokerage commissions

 

3,706,371

 

581,879

 

4,679,525

 

1,279,813

Directors' fees and insurance

 

101,092

 

71,055

 

194,204

 

152,776

License fees

 

154,416

 

55,551

 

209,731

 

115,665

Registration fees

 

1,211,000

 

150,142

 

1,478,714

 

278,028

Total Expenses

$

10,338,213

$

2,930,288

$

13,677,079

$

6,102,053

Net Income (Loss)

$

(927,063,161)

$

(25,593,536)

$

(2,544,436,651)

$

395,304,132

Net Income (Loss) per limited partner share

$

(5.92)

$

(2.94)

$

(74.25)

$

20.38

Net Income (Loss) per weighted average limited partner share

$

(5.70)

$

(1.71)

$

(27.54)

$

24.18

Weighted average limited partner shares outstanding

 

162,504,650

 

14,930,632

 

92,374,097

 

16,348,066

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

†   On April 28, 2020, there was a 1-for-8 reverse share split. The Condensed Statement of Operations have been adjusted for the periods shown to reflect the 1-for-8 reverse share split on retroactive basis.

See accompanying notes to condensed financial statements.

5

United States Oil Fund, LP

Condensed Statement in Changes in Partners’ Capital (Unaudited)

For the three and six months ended June 30, 2020 and 2019

Limited Partners*

Three months ended

Three months ended

Six months ended

Six months ended

    

30-Jun-20

    

30-Jun-19

    

30-Jun-20

    

30-Jun-19

Balances at beginning of period

 

$

2,531,378,766

 

$

1,553,694,836

$

1,170,976,258

$

1,468,461,712

Addition of 118,525,000, 8,287,500, 190,162,500 and 15,750,000 partnership shares, respectively

3,889,719,001

810,885,772

7,524,755,788

1,480,470,015

Redemption of (26,376,397), (8,762,500), (34,888,897) and (19,837,500) partnership shares, respectively

(822,883,741)

(876,953,963)

(1,480,144,530)

(1,882,202,750)

Net income (loss)

(927,063,161)

(25,593,536)

(2,544,436,651)

395,304,132

Balances at end of period

 

$

4,671,150,865

 

$

1,462,033,109

$

4,671,150,865

$

1,462,033,109

*   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 Condensed Statement  Changes in Partners’ have been adjusted for the periods shown to reflect the 1-for-8 reverse share split on retroactive basis.

See accompanying notes to condensed financial statements.

6

United States Oil Fund, LP

Condensed Statements of Cash Flows (Unaudited)

For the six months ended June 30, 2020 and 2019

    

Six months ended

    

Six months ended

    

June 30, 2020

June 30, 2019

Cash Flows from Operating Activities:

 

  

 

  

 

Net income (loss)

$

(2,544,436,651)

$

395,304,132

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

 

  

 

  

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

 

(1,107,803,142)

 

(313,310,848)

(Increase) decrease in dividends receivable

 

(159,337)

 

(51,678)

(Increase) decrease in interest receivable

 

(31,581)

 

9,727

(Increase) decrease in prepaid insurance*

(77,814)

(76,169)

(Increase) decrease in prepaid registration fees

 

(2,907,667)

 

278,028

(Increase) decrease in ETF transaction fees receivable

 

2,000

 

(1,000)

Increase (decrease) in payable due to Broker

 

(8,820,649)

 

131,064,529

Increase (decrease) in General Partner management fees payable

 

1,350,824

 

(56,998)

Increase (decrease) in professional fees payable

 

(812,428)

 

(914,557)

Increase (decrease) in brokerage commissions payable

 

135,000

 

Increase (decrease) in directors' fees payable*

 

13,189

 

(11,249)

Increase (decrease) in license fees payable

 

144,216

 

(6,649)

Net cash provided by (used in) operating activities

 

(3,663,404,040)

 

212,227,268

Cash Flows from Financing Activities:

 

 

Addition of partnership shares

 

7,524,752,437

 

1,468,520,569

Redemption of partnership shares

 

(1,464,538,721)

 

(1,851,689,146)

Net cash provided by (used in) financing activities

 

6,060,213,716

 

(383,168,577)

Net Increase (Decrease) in Cash and Cash Equivalents

 

2,396,809,676

 

(170,941,309)

Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of period

 

1,176,245,411

 

1,656,935,976

Total Cash, Cash Equivalents and Equity in Trading Accounts, end of period

$

3,573,055,087

$

1,485,994,667

Components of Cash and Cash Equivalents:

 

 

Cash and cash equivalents

$

1,470,774,756

$

1,337,255,138

Equity in Trading Accounts:

 

 

Cash and cash equivalents

 

2,102,280,331

 

148,739,529

Total Cash, Cash Equivalents and Equity in Trading Accounts

$

3,573,055,087

$

1,485,994,667

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

See accompanying notes to condensed financial statements.

7

United States Oil Fund, LP

Notes to Condensed Financial Statements

For the period ended June 30, 2020 (Unaudited)

NOTE 1 — ORGANIZATION AND BUSINESS

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. (the “NYSE Arca”). Prior to November 25, 2008, USO’s shares traded on the American Stock Exchange (the “AMEX”). 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”). 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 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, USO is currently unable to pursue its investment objective to the same degree that it has in the past due to market conditions, regulatory limitations imposed on USO, and risk mitigation measures taken by USO’s FCM, each as described below.  As a result of these market conditions, regulatory limitations and risk mitigation measures, there is uncertainty as to whether USO will be able to achieve the same level of success as before in meeting its investment objective.

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 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 June 30, 2020, USO held 117,998 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 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.

8

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

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

USO, 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. 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.

In April 2006, USO initially registered 17,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”). On April 10, 2006, USO listed its shares on the AMEX under the ticker symbol “USO” and switched to trading on the NYSE Arca under the same ticker symbol on November 25, 2008. On that day, USO established its initial per share NAV by setting the price at $67.39 and issued 200,000 shares in exchange for $13,479,000. 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 June 30, 2020, USO had registered a total of 5,627,000,000 shares.

The accompanying unaudited condensed financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosure required under generally accepted accounting principles in the United States of America (“U.S. GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of USCF, necessary for the fair presentation of the condensed financial statements for the interim period.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed 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.

9

Revenue Recognition

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

Brokerage Commissions

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

Income Taxes

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

In accordance with U.S. GAAP, USO is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position. USO files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states. USO is not subject to income tax return examinations by major taxing authorities for years before 2016. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in USO recording a tax liability that reduces net assets. However, USO’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. USO recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the period ended June 30, 2020.

Creations and Redemptions

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

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

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

Partnership Capital and Allocation of Partnership Income and Losses

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

Calculation of Per Share NAV

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

10

Net Income (Loss) Per Share

Net income (loss) per share is the difference between the per share NAV at the beginning of each period and at the end of each period. The weighted average number of shares outstanding was computed for purposes of disclosing net income (loss) per weighted average share. The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for shares added and redeemed based on the amount of time the shares were outstanding during such period. There were no shares held by USCF at June 30, 2020.

Offering Costs

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

Cash Equivalents

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

Reclassification

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

Use of Estimates

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

NOTE 3 — FEES PAID BY USO AND RELATED PARTY TRANSACTIONS

USCF Management Fee

Under the LP Agreement, USCF is responsible for investing the assets of USO in accordance with the objectives and policies of USO. In addition, USCF has arranged for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to USO. For these services, USO is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.45% per annum of average daily total net assets.

Ongoing Registration Fees and Other Offering Expenses

USO pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering. These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale. For the six months ended June 30, 2020 and 2019, USO incurred $1,478,714 and $278,028, 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 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, 2020 are estimated to be a total of $353,000 for USO and, in the aggregate for USO and the Related Public Funds, $574,000.

11

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 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 six months ended June 30, 2020 and 2019, USO incurred $209,731 and $115,665, respectively under this arrangement.

Investor Tax Reporting Cost

The fees and expenses associated with USO’s audit expenses and tax accounting and reporting requirements are paid by USO. These costs are estimated to be $1,700,000 for the year ending December 31, 2020. Tax reporting costs fluctuate between years due to the number of shareholders during any given year.

Other Expenses and Fees

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

NOTE 4 — CONTRACTS AND AGREEMENTS

Marketing Agent Agreement

USO is party to a marketing agent agreement, dated as of March 13, 2006, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides certain marketing services for USO as outlined in the agreement. The fees of the Marketing Agent, which are borne by USCF, include a marketing fee of $425,000 per annum plus the following incentive fee: 0.00% on USO’s assets from $0 – $500 million; 0.04% on USO’s assets from $500 million – $4 billion and 0.03% on USO’s assets in excess of $4 billion. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services exceed 10% of the gross proceeds of USO’s offering.

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

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

USO entered into a brokerage agreement with RBC Capital Markets LLC (“RBC”) to serve as USO's FCM effective October 10, 2013. In addition, USO entered into a Commodity Futures Customer Agreement dated as of May 28, 2020 with RCG Division of Marex Spectron ("RCG") and a customer agreement with ED & F Man Capital Markets Inc. ("MCM") on June 5, 2020, pursuant to which RCG and MCM each act as an FCM for USO. 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 agreement, 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

12

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. Such fees are also incurred when Oil Futures Contracts and options on Oil Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio. 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”).

Six months

Six months

ended

ended

    

June 30, 2020

    

June 30, 2019

Total commissions accrued to brokers

$

4,679,525

$

1,279,813

Total commissions as annualized percentage of average total net assets

 

0.33

%  

 

0.17

%  

Commissions accrued as a result of rebalancing

$

3,863,377

$

1,113,299

Percentage of commissions accrued as a result of rebalancing

 

82.56

%  

 

86.99

%  

Commissions accrued as a result of creation and redemption activity

$

816,148

$

166,514

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

 

17.44

%  

 

13.01

%  

The increase in total commissions accrued to brokers for the six months ended June 30, 2020, compared to the six months ended June 30, 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 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.

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

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

13

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

All of the futures contracts held by USO through June 30, 2020 were exchange-traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual counterparties. However, in the future, if USO were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any, on the transaction. USO has credit risk under its futures contracts since the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition, USO bears the risk of financial failure by the clearing broker.

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 the Fund and reflect the consequences as appropriate in the Fund'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 the Fund and its investments.

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. It is possible that the recovered amount could be less than the total of cash and other property deposited. The insolvency of an FCM could result in the complete loss of USO’s assets posted with that FCM; however, the majority of USO’s assets are held in investments in Treasuries, cash and/or cash equivalents with USO’s custodian and would not be impacted by the insolvency of an FCM. The failure or insolvency of USO’s custodian, however, could result in a substantial loss of USO’s assets.

USO was named as a defendant in a purported stockholder class action on June 19, 2020 by Robert Lucas, individually and on behalf of others similarly situated, against defendants USO, USCF, John P. Love and Stuart P. Crumbaugh. The stockholder class action is pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-04740. The putative class action complaint alleges that beginning in March 2020, in connection with USO's registration and issuance of additional USO shares, defendants failed to disclose to investors 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. Plaintiff alleges that defendants possessed inside knowledge about the consequences of these converging adverse events on USO and did not sufficiently acknowledge them until late April and May 2020, after USO suffered losses and was allegedly forced to abandon its investment strategy. The complaint seeks to certify a class and award the class compensatory damages at an amount to be determined at trial. The defendants intend to vigorously contest the claims and move for their dismissal.

USCF invests a portion of USO’s cash in money market funds that seek to maintain a stable per share NAV. USO is exposed to any risk of loss associated with an investment in such money market funds. As of June 30, 2020 and December 31, 2019, USO held investments in money market funds in the amounts of $1,470,730,514 and $20,000,000, respectively. USO also holds cash deposits with its custodian. As of June 30, 2020 and December 31, 2019, USO held cash deposits and investments in Treasuries in the amounts of $2,102,324,573 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 or that the value of the futures contract could

14

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.

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

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

NOTE 6 — FINANCIAL HIGHLIGHTS

The following table presents per share performance data and other supplemental financial data for the three and six months ended June 30, 2020 and 2019 for the shareholders. This information has been derived from information presented in the condensed financial statements.

    

Three months ended

    

Three months ended

    

Six months ended

    

Six months ended

 

June 30, 2020

June 30, 2019*

June 30, 2020

June 30, 2019*

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 

Per Share Operating Performance:

 

  

 

  

 

  

 

  

Net asset value, beginning of period

$

33.94

$

100.00

$

102.27

$

76.68

Total income (loss)

 

(5.86)

 

(2.74)

 

(74.10)

 

24.55

Total expenses

 

(0.06)

 

(0.20)

 

(0.15)

 

(0.37)

Net increase (decrease) in net asset value

 

(5.92)

 

(2.94)

 

(74.25)

 

20.38

Net asset value, end of period

$

28.02

$

97.06

$

28.02

$

97.06

Total Return

 

(17.44)

%  

 

(2.94)

%  

 

(72.60)

%  

 

26.49

%

Ratios to Average Net Assets

 

 

 

 

Total income (loss)

 

(22.14)

%  

 

(1.53)

%  

 

(90.01)

%  

 

25.81

%

Management fees†

 

0.45

%  

 

0.45

%  

 

0.45

%  

 

0.45

%

Expenses excluding management fees†

 

0.55

%  

 

0.34

%  

 

0.53

%  

 

0.34

%

Net income (loss)

 

(22.39)

%  

 

(1.72)

%  

 

90.49

%  

 

25.42

%

*   On April 28, 2020, there was a 1-for-8 reverse share split. The Financial Highlights have been adjusted for the period shown to reflect the 1-for-8 reverse share split on retroactive basis.

†   Annualized.

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

NOTE 7 — FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

15

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly.

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

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

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

The following table summarizes the valuation of USO’s securities at June 30, 2020 using the fair value hierarchy:

At June 30, 2020

    

Total

    

Level I

    

Level II

    

Level III

Short-Term Investments

$

1,885,228,352

$

1,885,228,352

$

$

Exchange-Traded Futures Contracts

 

 

 

  

 

  

United States Contracts

 

1,145,323,709

 

1,145,323,709

 

 

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

At December 31, 2019

    

Total

    

Level I

    

Level II

    

Level III

Short-Term Investments

$

1,175,542,347

$

1,175,542,347

$

$

Exchange-Traded Futures Contracts

 

 

 

  

 

  

United States Contracts

 

37,520,567

 

37,520,567

 

 

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

    

Condensed

    

    

Statements of

Fair Value

Fair Value

 Financial

At June 30, 

At December 31, 

Derivatives not Accounted for as Hedging Instruments

Condition Location

2020

2019

Futures - Commodity Contracts

 

Assets

$

1,145,323,709

$

37,520,567

The Effect of Derivative Instruments on the Condensed Statements of Operations

For the six months ended

For the six months ended

June 30, 2020

June 30, 2019

Change in

Change in

Location of

Realized

Unrealized

Realized

Unrealized

Derivatives not

Gain (Loss)

gain (Loss)

Gain (Loss) on

Gain (Loss)

Gain (Loss) on

Accounted for

on Derivatives

on Derivatives

Derivatives

in Derivatives

Derivatives

as Hedging

Recognized in

Recognized in

Recognized in

Recognized in

Recognized in

Instruments

    

Income

    

Income

    

Income

    

Income

    

Income

Futures - Commodity Contracts

 

Realized gain (loss) on closed positions

$

(3,647,300,158)

$

69,425,902

 

  

 

  

 

  

 

  

 

  

 

Change in unrealized gain (loss) on open positions

 

  

$

1,107,803,142

 

  

$

313,310,848

16

NOTE 8 — RECENT ACCOUNTING PRONOUNCEMENTS

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 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 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. 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 9 — SUBSEQUENT EVENTS

USO was named as a defendant in a putative stockholder class action on July 10, 2020 by Momo Wang, 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 Market 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.

The putative class action complaint alleged that beginning in March 2020, in connection with USO’s registration and issuance of additional USO shares, defendants failed to disclose to investors 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 plaintiff alleged that defendants possessed inside knowledge about the consequences of these converging adverse events on USO and did not sufficiently acknowledge them until late April and May 2020, after USO suffered losses and was allegedly forced to abandon its investment strategy. The putative stockholder class action was pending in the U.S. District Court for the Northern District of California as Case No. 3:20-cv-4596 but was voluntarily dismissed effective August 4, 2020.

USO was named as a defendant in a purported stockholder class action on July 31, 2020 by Moshe Ephrati, individually and on behalf of others similarly situated, against defendants USCF, USO, John P. Love and Stuart P. Crumbaugh. The stockholder class action is pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-06010.

The putative class action complaint alleges that beginning in March 2020, in connection with USO's registration and issuance of additional USO shares, defendants failed to disclose to investors 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. Plaintiff alleges that defendants possessed inside knowledge about the consequences of these converging adverse events on USO and did not sufficiently acknowledge them until late April and May 2020, after USO suffered losses and was allegedly forced to abandon its investment strategy. The complaint seeks to certify a class and award the class compensatory damages at an amount to be determined at trial. Since this stockholder class action makes the same substantive claims made against the same defendants in the stockholder class action commenced by Robert Lucas on June 19, 2020, which is summarized above in “Part II. Other Information  - Item 1. Legal Proceedings,” and is also pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-04740, it is expected that these two stockholder class actions will be consolidated.  The defendants intend to vigorously contest the claims and move for their dismissal.

USO may have additional actions filed against it based on similar allegations as those that were made in the putative class actions that have been reported.

17

Part I. Item 4. Controls and Procedures.

Disclosure Controls and Procedures

USO maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in USO's periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms.

The duly appointed officers of USCF, including its chief executive officer and chief financial officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of USO if USO had any officers, have evaluated the effectiveness of USO's disclosure controls and procedures and have concluded that the disclosure controls and procedures of USO have been effective as of the end of the period covered by this quarterly report on Form 10-Q/A.

Change in Internal Control Over Financial Reporting

There were no changes in USO's internal control over financial reporting during USO's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, USO's internal control over financial reporting.

18

Part II. Item 6. Exhibits.

Listed below are the exhibits, which are filed as part of this amendment no. 1 to the quarterly report on Form 10-Q/A (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit Number

    

Description of Document

31.1(1)

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2(1)

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1(1)

Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2(1)

Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF

XBRL Taxonomy Extension Definition Linkbase.

101.LAB

XBRL Taxonomy Extension Label Linkbase.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 (1)   Filed herewith.

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

United States Oil Fund, LP (Registrant)

By: United States Commodity Funds LLC, its general partner

By:

/s/ John P. Love

    

John P. Love

President and Chief Executive Officer

(Principal executive officer)

Date:  October 27, 2020

By:

/s/ Stuart P. Crumbaugh

Stuart P. Crumbaugh

Chief Financial Officer

(Principal financial and accounting officer)

Date:  October 27, 2020

20

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