References to the "Trust" in this document refer to Whiting USA Trust II.
References to "Whiting" in this document refer to Whiting Petroleum Corporation
and its subsidiaries. References to "Whiting Oil and Gas" in this document refer
to Whiting Oil and Gas Corporation, a 100%-owned subsidiary of Whiting Petroleum
Corporation.

The following review of the Trust's financial condition and results of
operations should be read in conjunction with the financial statements and notes
thereto, as well as the Trustee's discussion and analysis contained in the
Trust's 2019 Annual Report on Form 10-K. The Trust's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments
to those reports are available on the SEC's website www.sec.gov.

Note Regarding Forward-Looking Statements



This Quarterly Report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All statements other than statements of historical facts included in this
Quarterly Report on Form 10-Q, including without limitation the statements under
"Trustee's Discussion and Analysis of Financial Condition and Results of
Operations" are forward-looking statements. No assurance can be given that such
expectations will prove to have been correct. When used in this document, the
words "believes," "expects," "anticipates," "intends" or similar expressions are
intended to identify such forward-looking statements. The following important
factors, in addition to those discussed elsewhere in this Quarterly Report on
Form 10-Q, could affect the future results of the energy industry in general,
and Whiting and the Trust in particular, and could cause actual results to
differ materially from those expressed in such forward-looking statements:

? the effect of changes in commodity prices and conditions in the capital

markets;

the effect, impact, potential duration or other implications of the outbreak of

? a novel strain of coronavirus ("COVID-19") which the World Health Organization

declared a pandemic in March 2020;

? the actions of the Organization of Petroleum Exporting Countries ("OPEC");

? changes in regional, domestic and global supply and demand for oil and natural

gas and the impacts on storage capacity;

? uncertainty of estimates of oil and natural gas reserves and production;

? risks incidental to the operation and drilling of oil and natural gas wells;

? future production and development costs, which include capital expenditures;

? the inability to access oil and natural gas markets due to market conditions or

operational impediments;

? failure of the underlying properties to yield oil or natural gas in

commercially viable quantities;

? the effect of existing and future laws and regulatory actions;

? competition from others in the energy industry;

? inflation or deflation; and

other risks described under the caption "Risk Factors" in Item 1A of Part II of

? this Quarterly Report on Form 10-Q and in Item 1A of the Trust's 2019 Annual

Report on Form 10-K.




All subsequent written and oral forward-looking statements attributable to
Whiting or the Trust or persons acting on behalf of Whiting or the Trust are
expressly qualified in their entirety by these factors. The Trustee assumes no
obligation, and disclaims any duty, to update these forward-looking statements.

Overview and Trust Termination



The Trust does not conduct any operations or activities. The Trust's purpose is,
in general, to hold the NPI, to distribute to unitholders cash that the Trust
receives pursuant to the NPI, and to perform certain administrative functions
with respect to the NPI and the Trust units. The Trust derives substantially all
of its income and cash flows from the NPI. The NPI entitles the Trust to receive
90% of the net proceeds from the sale of production from the underlying
properties.

Oil and gas prices historically have been volatile and may fluctuate widely in
the future. The table below highlights these price trends by listing quarterly
average NYMEX crude oil and natural gas prices for the periods indicated through
June 30, 2020. The May 2020

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distribution was mainly affected by January 2020 through March 2020 oil prices and December 2019 through February 2020 natural gas prices.





                            2018                                    2019                          2020
              Q1        Q2        Q3        Q4        Q1        Q2        Q3        Q4        Q1        Q2
Crude oil   $ 62.89   $ 67.90   $ 69.50   $ 58.83   $ 54.90   $ 59.83   $ 56.45   $ 56.96   $ 46.08   $ 27.85
Natural gas $  3.13   $  2.77   $  2.88   $  3.62   $  3.00   $  2.58   $  2.29   $  2.44   $  1.88   $  1.66




Oil prices declined sharply during the first half of 2020, dropping below $21.00
per Bbl in March 2020 and further dropping below negative $37.00 per Bbl in
April 2020. This dramatic decline in pricing was primarily attributable to Saudi
Arabia's announcement in March 2020 of plans to abandon previously agreed upon
output restraints and the economic effects of the COVID-19 pandemic on the
demand for oil and natural gas. Continued low oil and gas prices could cause (i)
a reduction in the amount of net proceeds to which the Trust is entitled, which
could materially reduce or completely eliminate the amount of cash available for
distribution to Trust unitholders, as was the case for the May 2020
distribution, (ii) a reduction in the amount of oil, natural gas and natural gas
liquids that are economic to produce from the underlying properties, which could
extend the length of time required to produce 11.79 MMBOE (10.61 MMBOE at the
90% NPI) and (iii) the recognition of additional impairment charges on the NPI.
All costless collar hedge contracts terminated as of December 31, 2014 and no
additional hedges are allowed to be placed on the Trust assets. Consequently,
there are no further cash settlement gains or losses on commodity derivatives
for inclusion in the Trust's computation of net proceeds (or net losses, as the
case may be), and the Trust therefore has increased exposure to oil and natural
gas price volatility. Additionally, in the current commodity price environment,
the Trust's distributions have increased sensitivity to fluctuations in actual
and anticipated operating and capital expenditures, as was the case for the
first quarter of 2019 and the second quarter of 2020 where Whiting established a
reserve for future development, maintenance or operating expenses.

Trust termination. The Trust will wind up its affairs and terminate shortly
after the earlier of (a) the NPI termination date, which is the later to occur
of (1) December 31, 2021, or (2) the time when 11.79 MMBOE (10.61 MMBOE to the
90% net profits interest) have been produced from the underlying properties and
sold, which is estimated to be December 31, 2021 based on the Trust's year-end
2019 reserve report or (b) the sale of the net profits interest. After the
termination of the Trust, it will pay no further distributions.

Impairment of net profits interest. As of March 31, 2020, the Trust's investment
in the NPI with a carrying value of $6.8 million was written down to its fair
value of $1.0 million, resulting in a $5.8 million impairment charged directly
to Trust corpus during the first quarter of 2020. The write-down of the net
profits interest was due to a reduction in anticipated future cash flows
primarily driven by an expectation of sustained depressed oil prices at March
31, 2020.

Since the assets of the Trust are depleting assets, a portion of each cash
distribution paid, if any, on the Trust units is a return of capital to
investors, with the remainder being considered as a return on investment or
yield. As a result, the market price of the Trust units will decline to zero at
the termination of the Trust. As of June 30, 2020 on a cumulative accrual basis,
10.37 MMBOE (98%) of the 10.61 MMBOE attributable to the NPI have been produced
and sold or divested (of which 204 MBOE, which is 90% of 227 MBOE, are included
as gross proceeds in the Trust's August 2020 net loss). The remaining minimum
reserve quantities are projected to be produced prior to December 31, 2021,
based on the Trust's reserve report as of December 31, 2019. However, the
Trust's 2019 reserve report was derived from NYMEX oil and gas prices of $55.69
per Bbl and $2.58 per MMBtu pursuant to current SEC and FASB guidelines, whereas
the average NYMEX oil and gas prices for the month of July 2020 were $40.77 per
Bbl and $1.69 per MMBtu, respectively. Lower oil and gas prices are likely to
further reduce the amount of oil, natural gas and natural gas liquids that is
economic to produce from the underlying properties, which may cause operators of
the underlying properties to voluntarily curtail production and in turn could
extend the length of time required to produce the Trust's 10.61 MMBOE. The
Trust's 2019 Annual Report on Form 10-K includes additional information on the
Trust's reserves, including the underlying assumptions, as of December 31, 2019.

Capital Expenditure Activities



The primary goal of the planned capital expenditures relative to the underlying
properties is to mitigate a portion of the natural decline in production from
producing properties. No assurance can be given, however, that any such
expenditures will be made, or if made, will result in production in commercially
paying amounts, if any, or that the characteristics of any newly developed well
will match the characteristics of existing wells on the underlying properties or
the operator's historical drilling success rate. The underlying properties have
a capital expenditure budget per the December 31, 2019 reserve report of $3.8
million estimated to be spent between January 1, 2020 and December 31, 2021, the
estimated termination date of the NPI. In addition, no assurance can be given
that the actual level of capital expenditures on the underlying properties will
meet this $3.8 million amount of budgeted capital expenditures over such time
frame. With respect to fields for which Whiting is not the operator, Whiting has
limited control over the timing and amount of capital expenditures relative to
such fields. Please read the Trust's Annual Report on Form 10-K for the fiscal
year ended December 31, 2019,

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