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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q



|þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

for the quarterly period ended March 31, 2013

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: 001-35459





WHITING USA
TRUST II

(Exact name of registrant as specified in its charter)



|                                                                                                                  |  |                    
|----------------------------------------------------------------------------------------------------------------- |  | -------------------
|Delaware                                                                                                          |  | 38-7012326         
|(State or other jurisdiction of                                                                                   |  | (I.R.S. employer   
|incorporation or organization)                                                                                    |  | identification no.)
|                                                                                                                  | 
|The Bank of New York Mellon
Trust Company, N.A., Trustee Global Corporate Trust 919 Congress Avenue
Austin, Texas |  | 78701              
|(Address of principal executive offices)                                                                          |  | (Zip code)         



| |  |                                                      |  | 
| |  | ---------------------------------------------------- |  | 
| |  | 1-800-852-1422                                       |  | 
| |  | (Registrants telephone number, including area code) |  | 

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  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted 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 and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                          |  |                                               |  |                          |  |                             
|------------------------- |  | --------------------------------------------- |  | ------------------------ |  | ----------------------------
|Large accelerated filer  ̈ |  | Accelerated filer   ̈                          |  | Non-accelerated filer  þ |  | Smaller reporting company   ̈
|                          |  | (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ̈    No  þ

As of May 14, 2013, 18,400,000 Units of Beneficial Interest in Whiting USA Trust II were outstanding.









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TABLE OF CONTENTS



|                                |  |                                                                                               |  |   
|------------------------------- |  | --------------------------------------------------------------------------------------------- |  | --
|Glossary of Certain Definitions |  | 2                                                                                            
|                                | 
|PART I  Financial Information  |  |                                                                                              
|                                |  |                                                                                              
|Item 1.                         |  | Financial Statements (Unaudited)                                                              |  | 5 
|                                |  | Statements of Assets, Liabilities and Trust Corpus as of March 31, 2013 and December 31, 2012 |  | 5 
|                                |  | Statement of Distributable Income for the Three Months Ended March 31, 2013                   |  | 5 
|                                |  | Statements of Changes in Trust Corpus for the Three Months Ended March 31, 2013 and 2012      |  | 5 
|                                |  | Notes to Modified Cash Basis Financial Statements                                             |  | 6 
|Item 2.                         |  | Trustees Discussion and Analysis of Financial Condition and Results of Operations            |  | 11
|Item 3.                         |  | Quantitative and Qualitative Disclosures About Market Risk                                    |  | 17
|Item 4.                         |  | Controls and Procedures                                                                       |  | 18
|                                | 
|PART II  Other Information     |  |                                                                                              
|                                |  |                                                                                              
|Item 1A.                        |  | Risk Factors                                                                                  |  | 19
|Item 6.                         |  | Exhibits                                                                                      |  | 19
|Signatures                      |  |                                                                                               |  | 20
|Exhibit Index                   |  |                                                                                               |  | 21
|                                |  | Exhibit 31                                                                                    |  |   
|                                |  | Exhibit 32                                                                                    |  |   



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GLOSSARY OF CERTAIN DEFINITIONS

The following are definitions of significant terms used in this report:

Bbl One stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to oil and other liquid hydrocarbons.

BOE One stock tank barrel of oil equivalent, computed on an approximate energy equivalent basis that one Bbl of crude
oil equals six Mcf of natural gas and one Bbl of crude oil equals one Bbl of natural gas liquids.

Btu or British thermal unitThe quantity of heat required to raise the
temperature of one pound of water one degree Fahrenheit.

completion The installation of
permanent equipment for the production of oil or natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

COPAS The Council of Petroleum Accountants Societies, Inc.

costless collar An options position where the proceeds from the sale of a call option at its inception fund the
purchase of a put option at its inception.

deterministic method The method of estimating reserves
or resources using a single value for each parameter (from the geoscience, engineering or economic data) in the reserves calculation.

FASB ASCThe Financial Accounting Standards Board Accounting Standards Codification.

February 2013 distribution The cash distribution to Trust unitholders of record on February 19, 2013 that was
paid on March 1, 2013.

fieldAn area consisting of either a single reservoir or multiple reservoirs,
all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field that are separated vertically by intervening impervious strata, or laterally by local
geologic barriers, or both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms structural feature and stratigraphic condition
are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas of interest, etc.

GAAP Generally accepted accounting principles in the United States of America.

gross wells The total wells in which a working interest is owned.

lease operating expense or LOEThe expenses of lifting oil or gas from a producing formation to the
surface, constituting part of the current operating expenses of a working interest, and also including labor, superintendence, supplies, repairs, short-lived assets, maintenance, allocated overhead costs and other expenses incidental to production,
but not including lease acquisition or drilling or completion expenses.

May 2013 distributionThe
cash distribution to Trust unitholders of record on May 20, 2013 which is payable on or before May 30, 2013.

MBbl One thousand barrels of crude oil or other liquid hydrocarbons.

MBOE One thousand BOE.

Mcf One thousand standard cubic
feet of natural gas.

MMBOE One million BOE.

MMBtu One million Btu.



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net profits interest or NPI A nonoperating interest that
creates a share in gross production from an operating or working interest in oil and natural gas properties. The share is measured by net profits from the sale of production after deducting costs associated with that production.

net wells The sum of the fractional working interests owned in gross wells.

NYMEXThe New York Mercantile Exchange.

plugging and abandonmentRefers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface.
Regulations of many states require plugging of abandoned wells.

proved reserves Those reserves which, by
analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically produciblefrom a given date forward, from known reservoirs and under existing economic conditions, operating methods and government
regulationsprior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The
project to extract the hydrocarbons must have commenced, or the operator must be reasonably certain that it will commence the project, within a reasonable time.

The area of the reservoir considered as proved includes all of the following:



| | a. | The area identified by drilling and limited by fluid contacts, if any, and
| | -- | --------------------------------------------------------------------------



| | b. | Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically
producible oil or gas on the basis of available geoscience and engineering data.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Reserves that can be
produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when both of the following occur:



| | a. | Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation
of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based, and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | The project has been approved for development by all necessary parties and entities, including governmental entities.
| | -- | ---------------------------------------------------------------------------------------------------------------------

Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price
shall be the average price during the 12-month period before the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are
defined by contractual arrangements, excluding escalations based upon future conditions.

reasonable certaintyIf deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90 percent probability that the quantities actually
recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical and geochemical),
engineering and economic data are made to estimated ultimate recovery with time, reasonably certain estimated ultimate recovery is much more likely to increase or remain constant than to decrease.

reservesEstimated remaining quantities of oil and gas and related substances anticipated to be economically
producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the
production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

reservoir A porous and permeable underground formation containing a natural accumulation of producible crude oil and/or natural gas that is confined by impermeable rock or water
barriers and is individual and separate from other reservoirs.



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SECThe United States Securities and Exchange Commission.

working interestThe interest in a crude oil and natural gas property (normally a leasehold interest) that gives the
owner the right to drill, produce and conduct operations on the property and to share in production, subject to all royalties, overriding royalties and other burdens and to share in all costs of exploration, development and operations and all risks
in connection therewith.

workover Operations on a producing well to restore or increase production.



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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

WHITING USA TRUST II

Statements of Assets,
Liabilities and Trust Corpus (Unaudited)

(In thousands, except unit data)



|                                                                                                     |  |               |         |  |                  |   |         | 
|---------------------------------------------------------------------------------------------------- |  | ------------- | ------- |  | ---------------- | - | ------- | 
|                                                                                                     |  | March 31,2013 |         |  | December 31,2012 |  
|ASSETS                                                                                               |  |               |         |  |                  |   |         | 
|Cash and short-term investments                                                                      |  | $             | 207     |  |                  | $ | 161     | 
|Investment in net profits interest, net                                                              |  |               | 164,481 |  |                  |   | 171,355 | 
|                                                                                                     |  |               |         |  |                  |   |         | 
|Total assets                                                                                         |  | $             | 164,688 |  |                  | $ | 171,516 | 
|                                                                                                     |  |               |         |  |                  |   |         | 
|LIABILITIES AND TRUST CORPUS                                                                         |  |               |         |  |                  |   |         | 
|Reserve for Trust expenses                                                                           |  | $             | 207     |  |                  | $ | 161     | 
|Trust corpus (18,400,000 Trust units issued and outstanding at March 31, 2013 and December 31, 2012) |  |               | 164,481 |  |                  |   | 171,355 | 
|                                                                                                     |  |               |         |  |                  |   |         | 
|Total liabilities and Trust corpus                                                                   |  | $             | 164,688 |  |                  | $ | 171,516 | 
|                                                                                                     |  |               |         |  |                  |   |         | 

Statement of Distributable Income (Unaudited)

(In thousands, except distributable income per unit data)



|                                                  |  |                                  |          | 
|------------------------------------------------- |  | -------------------------------- | -------- | 
|                                                  |  | Three Months EndedMarch 31, 2013 |         
|Income from net profits interest                  |  | $                                | 12,181   | 
|General and administrative expenses               |  |                                  | (153)    | 
|Cash reserves withheld for current Trust expenses |  |                                  | (47)     | 
|State income tax withholding                      |  |                                  | (6)      | 
|                                                  |  |                                  |          | 
|Distributable income                              |  | $                                | 11,975   | 
|                                                  |  |                                  |          | 
|Distributable income per unit                     |  | $                                | 0.650819 | 
|                                                  |  |                                  |          | 

Statements of Changes in Trust Corpus (Unaudited)

(In thousands)



|                                                   |  |                                  |          |  |                                  |   |         | 
|-------------------------------------------------- |  | -------------------------------- | -------- |  | -------------------------------- | - | ------- | 
|                                                   |  | Three Months EndedMarch 31, 2013 |          |  | Three Months EndedMarch 31, 2012 |  
|Trust corpus, beginning of period                  |  | $                                | 171,355  |  |                                  | $ | -       | 
|Investment in net profits interest                 |  |                                  | -        |  |                                  |   | 194,032 | 
|Distributable income                               |  |                                  | 11,975   |  |                                  |   | -       | 
|Distributions to unitholders                       |  |                                  | (11,975) |  |                                  |   | -       | 
|Amortization of investment in net profits interest |  |                                  | (6,874)  |  |                                  |   | (344)   | 
|                                                   |  |                                  |          |  |                                  |   |         | 
|Trust corpus, end of period                        |  | $                                | 164,481  |  |                                  | $ | 193,688 | 
|                                                   |  |                                  |          |  |                                  |   |         | 

The accompanying notes are an integral part of these modified cash basis financial statements.



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WHITING USA TRUST II

NOTES TO MODIFIED CASH BASIS FINANCIAL STATEMENTS

(Unaudited)



|1. | ORGANIZATION OF THE TRUST
|-- | -------------------------

Formation of the Trust Whiting USA Trust II (the Trust) is a statutory trust formed on December 5, 2011 under the Delaware Statutory Trust Act, pursuant to a trust
agreement (the Trust agreement) among Whiting Oil and Gas Corporation (Whiting Oil and Gas), as trustor, The Bank of New York Mellon Trust Company, N.A., as Trustee (the Trustee) and Wilmington Trust, National
Association, as Delaware trustee (the Delaware Trustee). The initial capitalization of the Trust estate was funded by Whiting Petroleum Corporation (Whiting) on December 8, 2011.

The Trust was created to acquire and hold a term net profits interest (NPI) for the benefit of the Trust unitholders pursuant
to a conveyance from Whiting Oil and Gas, a 100%-owned subsidiary of Whiting, to the Trust. The term NPI is an interest in certain of Whiting Oil and Gas properties located in the Rocky Mountains, Permian Basin, Gulf Coast and Mid-Continent
regions (the underlying properties). The NPI is the only asset of the Trust, other than cash reserves held for future Trust expenses. As of December 31, 2012, these oil and gas properties included interests in approximately 1,302
gross (389.1 net) producing oil and gas wells.

The NPI is passive in nature, and the Trustee has no management control over
and no responsibility relating to the operation of the underlying properties. The NPI entitles the Trust to receive 90% of the net proceeds from the sale of production from the underlying properties. The NPI will terminate on the later to occur of
(1) December 31, 2021, or (2) the time when 11.79 MMBOE have been produced from the underlying properties and sold (which amount is the equivalent of 10.61 MMBOE in respect of the Trusts right to receive 90% of the net proceeds from
such reserves pursuant to the NPI), and the Trust will soon thereafter wind up its affairs and terminate, after which it will pay no further distributions. As of March 31, 2013 on a cumulative accrual basis, 2.03 MMBOE (19%) of the
Trusts total 10.61 MMBOE have been produced and sold, and the remaining reserve quantities are projected to be produced prior to December 31, 2021, based on the Trusts reserve report as of December 31, 2012. Since the Trust is
not currently expected to contractually terminate until December 31, 2021, additional reserves and production attributable to the NPI may be available for distribution to unitholders (also based on the year-end reserve report) between the time
that the Trusts minimum 10.61 MMBOE have been produced and sold and the expected December 31, 2021 termination date of the Trust occurs. Accordingly, the Trusts remaining reserves attributable to the 90% NPI were estimated to be
9.46 MMBOE as of December 31, 2012. The Trusts Annual Report on Form 10-K includes additional information on the Trusts reserves as of December 31, 2012.

The Trustee can authorize the Trust to borrow money for the purpose of paying Trust administrative or incidental expenses that exceed cash held by the Trust. The Trustee may authorize the Trust to borrow
from the Trustee, Whiting or the Delaware Trustee as a lender, provided that the terms of the loan are similar to the terms it would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship. The Trustee
may also deposit funds awaiting distribution in an account with itself, which may be a non-interest bearing account, and make other short term investments with the funds distributed to the Trust.

Initial Issuance of Trust Units and Net Profits Interest Conveyance On March 21, 2012, the registration
statement on Form S-1/S-3 (Registration No. 333-178586) filed by Whiting and the Trust in connection with the initial public offering of the Trusts units was declared effective by the SEC. On March 28, 2012, the Trust issued
18,400,000 Trust units to Whiting in exchange for the conveyance of the term NPI from Whiting Oil and Gas, which is described above. Immediately thereafter, Whiting completed an initial public offering of units of beneficial interest in the Trust,
selling 18,400,000 Trust units to the public at $20.00 per unit.



|2. | BASIS OF ACCOUNTING
|-- | -------------------

Interim Financial StatementsThe accompanying unaudited financial information has been prepared by the Trustee in accordance with the instructions to the Quarterly Report on
Form 10-Q. The accompanying financial information is prepared on a comprehensive basis of accounting other than GAAP. The Trustee believes that the information furnished reflects all adjustments (consisting of normal and recurring adjustments) which
are, in the opinion of the Trustee, necessary for a fair presentation of the results for the interim periods presented. The Trusts 2012 Annual Report on Form 10-K includes certain definitions and a summary of significant accounting policies
and should be read in conjunction with this Quarterly Report on Form 10-Q. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.



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Term Net Profits Interest The Trust uses the modified cash basis of
accounting to report Trust receipts from the term NPI and payments of expenses incurred. The actual cash distributions to the Trust are made based on the terms of the conveyance that created the Trusts NPI. The term NPI entitles the Trust to
receive revenues (oil, gas and natural gas liquid sales) less expenses (the amount by which all royalties; lease operating expenses including well workover costs; development costs; production and property taxes; payments made by Whiting to the
hedge counterparty upon settlements of hedge contracts; maintenance expenses; producing overhead; and amounts that may be reserved for future development, maintenance or operating expenses, which reserve amounts may not exceed $2.0 million, exceed
hedge payments received by Whiting under hedge contracts and other non-production revenue) of the underlying properties multiplied by 90% (term NPI percentage). Actual cash receipts may vary due to timing delays of cash receipts from the property
operators or purchasers and due to wellhead and pipeline volume balancing agreements or practices.

Modified Cash Basis
of AccountingThe financial statements of the Trust, as prepared on a modified cash basis, reflect the Trusts assets, liabilities, Trust corpus, earnings and distributions, as follows:



| | a) | Income from net profits interest is recorded when NPI distributions are received by the Trust;
| | -- | ----------------------------------------------------------------------------------------------



| | b) | Distributions to Trust unitholders are recorded when paid by the Trust;
| | -- | -----------------------------------------------------------------------



| | c) | Trust general and administrative expenses (which include the Trustees fees as well as accounting, engineering, legal, and other professional
fees) are recorded when paid;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | Cash reserves for Trust expenses may be established by the Trustee for certain expenditures that would not be recorded as contingent liabilities
under GAAP;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | Amortization of the investment in net profits interest is calculated based on the units-of-production method. Such amortization is charged directly
to Trust corpus and does not affect cash earnings; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | The Trust evaluates impairment of the investment in net profits interest by comparing the undiscounted cash flows expected to be realized from the
investment in net profits interest to the NPI carrying value. If the expected future undiscounted cash flows are less than the carrying value, the Trust recognizes an impairment loss for the difference between the carrying value and the estimated
fair value of the investment in net profits interest. The determination of whether the NPI is impaired requires a significant amount of judgment by the Trustee and is based on the best information available to the Trustee at the time of the
evaluation. If market or oil and natural gas production conditions deteriorate, write-downs could be required in the future.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

While these statements differ from financial statements prepared in accordance with GAAP, the modified cash basis of reporting revenues and distributions is considered to be the most meaningful for the
Trusts activities and results because quarterly distributions to the Trust unitholders are based on net cash receipts. This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the SEC
as specified by FASB ASC Topic 932, Extractive Activities  Oil and Gas: Financial Statements of Royalty Trusts.

Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with GAAP, directing such entities
to accrue or defer revenues and expenses in a period other than when such revenues are received or expenses are paid. Because the Trusts financial statements are prepared on the modified cash basis as described above, however, most accounting
pronouncements are not applicable to the Trusts financial statements.

Recent Accounting PronouncementsThere were no accounting pronouncements issued during the three months ended March 31, 2013 applicable to the Trust or its financial statements.



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|3. | INVESTMENT IN NET PROFITS INTEREST
|-- | ----------------------------------

Whiting Oil and Gas conveyed the NPI to the Trust in exchange for 18,400,000 Trust units. The investment in net profits interest was recorded at the historical cost basis of Whiting on March 28,
2012, the date of conveyance (except for the derivatives which are reflected at their fair value as of March 31, 2012), and is calculated as follows (in thousands):



|                                                                   |  |   |           | 
|------------------------------------------------------------------ |  | - | --------- | 
|Oil and gas properties                                             |  | $ | 368,786   | 
|Accumulated depletion                                              |  |   | (174,626) | 
|                                                                   |  |   |           | 
|Oil and gas properties, net                                        |  |   | 194,160   | 
|Derivative liability                                               |  |   | (128)     | 
|                                                                   |  |   |           | 
|Net predecessor cost of net profits interest conveyed to the Trust |  | $ | 194,032   | 
|                                                                   |  |   |           | 

As of March 31, 2013, accumulated amortization of the investment in net profits interest was $29.6 million.



|4. | INCOME TAXES
|-- | ------------

The Trust is a grantor trust and therefore is not subject to federal income taxes. Accordingly, no recognition is given to federal income taxes in the Trusts financial statements. The Trust
unitholders are treated as the owners of Trust income and corpus, and the entire taxable income of the Trust is reported by the Trust unitholders on their respective tax returns.

For Montana state income tax purposes, Whiting must withhold from its NPI payments to the Trust, an amount equal to 6% of the net amount
payable to the Trust from the sale of oil and gas in Montana. For Arkansas, Colorado, Michigan, Mississippi, New Mexico, North Dakota and Oklahoma, neither the Trust nor Whiting is withholding the income tax due such states on distributions made to
an individual resident or nonresident Trust unitholder, as long as the Trust is taxed as a grantor trust under the Internal Revenue Code.



|5. | DISTRIBUTION TO UNITHOLDERS
|-- | ---------------------------

Actual cash distributions to the Trust unitholders depend on the volumes of and prices received for oil, natural gas and natural gas liquids produced from the underlying properties, among other factors.
Quarterly cash distributions during the term of the Trust are made by the Trustee no later than 60 days following the end of each quarter (or the next succeeding business day) to the Trust unitholders of record on the 50th day following the end of
each quarter. Such amounts equal the excess, if any, of the cash received by the Trust during the quarter, over the expenses of the Trust paid during such quarter, subject to any adjustments for changes made by the Trustee during such quarter in any
cash reserves established for future expenses of the Trust.



|6. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

Plugging and AbandonmentDuring the three months ended March 31, 2013, Whiting incurred $0.3 million of plugging and abandonment costs on the underlying properties.
Pursuant to the terms of the conveyance agreement, plugging and abandonment charges relating to the underlying properties, net of any proceeds received from the salvage of equipment, are funded entirely by Whiting and are not therefore included as a
deduction in the calculation of net proceeds or otherwise deducted from Trust unitholders over the term of the Trust.

Operating OverheadPursuant to the terms of its applicable joint operating agreements, Whiting deducts from
the gross oil and gas sales proceeds an overhead fee to operate those underlying properties for which Whiting has been designated as the operator. Additionally, with respect to those underlying properties for which Whiting is the operator but where
there is no operating agreement in place, Whiting deducts from the gross proceeds an overhead fee calculated in the same manner that Whiting allocates overhead to other similarly owned properties, which is customary practice in the oil and gas
industry. Operating overhead activities include various engineering, legal, and administrative functions. The fee is adjusted annually pursuant to COPAS guidelines and will increase or decrease each year based on changes in the year-end index of
average weekly earnings of crude petroleum and natural gas workers. The following table presents the Trusts portion of these overhead charges for the distribution made during the three months ended March 31, 2013:



|                                                   |  |                                   |         | 
|-------------------------------------------------- |  | --------------------------------- | ------- | 
|                                                   |  | Three Months EndedMarch 
31, 2013 |        
|Total overhead charges                             |  | $                                 | 402,225 | 
|Overhead charge per month per active operated well |  | $                                 | 410     | 



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Administrative Services FeeUnder the terms of the
administrative services agreement, the Trust is obligated to pay a quarterly administration fee of $50,000 to Whiting 60 days following the end of each calendar quarter. General and administrative expenses in the Trusts statements of
distributable income for the three months ended March 31, 2013 includes $50,000 for quarterly administrative fees paid to Whiting.

Trustee Administrative FeeUnder the terms of the Trust agreement, the Trust pays an annual administrative fee to the Trustee of $175,000, which is paid in four quarterly
installments of $43,750 each and is billed in arrears. Starting in 2017, such fee escalates by 2.5% each year. General and administrative expenses in the Trusts statements of distributable income for the three months ended March 31, 2013
includes $43,750 for quarterly administrative fees paid to the Trustee.

Letter of CreditOn
June 7, 2012, Whiting established a $1.0 million letter of credit for the Trustee in order to provide it with a mechanism to pay the operating expenses of the Trust, in the event that Whiting should fail to lend funds to the Trust if requested
to do so by the Trustee. This letter of credit will not be used to fund NPI distributions to unitholders, and Whiting has no obligation to lend funds to the Trust.



|7. | SUBSEQUENT EVENT
|-- | ----------------

On May 7, 2013, the Trustee announced the Trust distribution of net profits for the first quarterly payment period in 2013. Unitholders of record on May 20, 2013 are expected to receive a
distribution amounting to $11.6 million or $0.631901 per Trust unit, which is payable on or before May 30, 2013. This distribution is expected to consist of net cash proceeds of $11.9 million paid by Whiting to the Trust, less a provision of
$300,000 for estimated Trust expenses and $9,646 for Montana state income tax withholdings. There were no commodity derivative settlements in the first quarterly payment period in 2013.



|8. | PRO FORMA FINANCIAL STATEMENT
|-- | -----------------------------

The following unaudited pro forma statement of distributable income assumes that the conveyance of the term NPI occurred on December 5, 2011, the Trusts formation date, reflecting only pro
forma adjustments that are (i) directly attributable to the transaction, (ii) expected to have a continuing impact on the combined results, and (iii) factually supportable. This unaudited pro forma financial statement is for
informational purposes only and does not purport to present the results that would have actually occurred had the NPI conveyance been completed on the assumed date or for the period presented or which may be realized in the future.

To produce the pro forma financial information, management made certain estimates and assumptions. These estimates are based on the most
recently available information. To the extent there are significant changes in these amounts, the assumptions and estimates herein could change significantly. The unaudited pro forma statement of distributable income should be read in conjunction
with Trustees Discussion and Analysis of Financial Condition and Results of Operation included in this Form 10-Q and the historical financial statements of the Trust, including the related notes, included in this Form 10-Q.



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WHITING USA TRUST II

Pro Forma Statement of Distributable Income

(In thousands, except distributable income per unit data)



|                                          |  |                                   |           | 
|----------------------------------------- |  | --------------------------------- | --------- | 
|                                          |  | Three Months EndedMarch 
31, 2012 |          
|Historical Results                        |  |                                   |           | 
|Distributable income, as reported         |  | $                                 | -         | 
|Pro Forma Adjustments                     |  |                                   |           | 
|Income from net profits interest          |  |                                   | 16,640(a) | 
|Less:                                     |  |                                   |           | 
|Trust general and administrative expenses |  |                                   | (94)(b)   | 
|State income tax withholding              |  |                                   | (21)(c)   | 
|                                          |  |                                   |           | 
|Distributable income                      |  | $                                 | 16,525    | 
|                                          |  |                                   |           | 
|Distributable income per unit             |  | $                                 | 0.898109  | 
|                                          |  |                                   |           | 



| | (a) | The Trust uses the modified cash basis of accounting, and revenues are therefore recorded when received. The pro forma statement of distributable
income assumes (i) that the conveyance of the term NPI occurred on December 5, 2011 (the inception date of the Trust), and (ii) that the NPI was effective for oil and gas production from the underlying properties beginning in 2011.
Because quarterly cash distributions to the Trust will be made by Whiting no later than 60 days following the end of each quarter, this adjustment assumes that the first quarterly NPI distribution to the Trust during 2012 would have occurred by
February 29, 2012 (covering net cash proceeds received by Whiting for oil sales from October 1, 2011 through December 31, 2011 and gas sales from September 1, 2011 through November 30, 2011).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | The Trust is obligated to pay a quarterly administrative fee to Whiting of $50,000 60 days following the end of each quarter and an annual
administrative fee to the Trustee of $175,000, which is paid in four quarterly installments of $43,750 each and is billed in arrears.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | For Montana state income tax purposes, Whiting must withhold from its NPI payments to the Trust, an amount equal to 6% of the net amount payable to
the Trust from the sale of oil and gas in Montana. For Arkansas, Colorado, Michigan, Mississippi, New Mexico, North Dakota and Oklahoma, neither the Trust nor Whiting is withholding the income tax due such states on distributions made to an
individual resident or nonresident Trust unitholder, as long as the Trust is taxed as a grantor trust under the Internal Revenue Code.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Item 2. Trustees Discussion and Analysis of Financial Condition
and Results of Operations

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 2012 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. 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;
| | - |  | --------------------------------------------------------------------------------



| |  |  | uncertainty of estimates of oil and natural gas reserves and production;
| | - |  | ------------------------------------------------------------------------



| |  |  | risks incident to the operation and drilling of oil and natural gas wells;
| | - |  | --------------------------------------------------------------------------



| |  |  | future production and development costs;
| | - |  | ----------------------------------------



| |  |  | 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 in the energy industry;
| | - |  | -----------------------------------



| |  |  | risks arising out of the hedge contracts;
| | - |  | -----------------------------------------



| |  |  | inflation or deflation; and
| | - |  | ---------------------------



| |  |  | other risks described under the caption Risk Factors in the Trusts 2012 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 was formed on December 5, 2011. The conveyance of the NPI, however, did not occur until March 28, 2012. As a result, the Trust did not recognize any income or make any distributions
during 2011 or during the first quarter of 2012. The NPI was conveyed effective for production from the underlying properties starting from January 1, 2012. Therefore, the Trusts first quarterly distribution paid on May 30, 2012
consisted of an amount in cash paid by Whiting for net proceeds generated from the underlying properties since the January 1, 2012 effective date through March 31, 2012.



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##### Table of Contents

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 in respect of the NPI, and to perform certain administrative functions in respect of the NPI and the Trust units. The Trust derives substantially all of its income
and cash flows from the NPI, which is in turn subject to commodity hedge contracts through December 31, 2014. 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 December 31, 2012. The February 2013 distribution is mainly affected, however, by October 2012 through December 2012 oil prices and September
2012 through November 2012 natural gas prices.



|                        |  |      |       |  |      |   |        |    |  |   |       |  |  |    |       |  |    |   |        |    |  |   |       |  |  |   |       |  |  |   |       | 
|----------------------- |  | ---- | ----- |  | ---- | - | ------ | -- |  | - | ----- |  |  | -- | ----- |  | -- | - | ------ | -- |  | - | ----- |  |  | - | ----- |  |  | - | ----- | 
|                        |  | 2011 |       |  | 2012 |  
|                        |  | Q1   |       |  | Q2   |   |        | Q3 |  |   | Q4    |  |  | Q1 |       |  | Q2 |   |        | Q3 |  |   | Q4    | 
|Crude Oil (per Bbl)     |  | $    | 94.25 |  |      | $ | 102.55 |    |  | $ | 89.81 |  |  | $  | 94.02 |  |    | $ | 102.94 |    |  | $ | 93.51 |  |  | $ | 92.19 |  |  | $ | 88.20 | 
|Natural Gas (per MMBtu) |  | $    | 4.10  |  |      | $ | 4.32   |    |  | $ | 4.20  |  |  | $  | 3.54  |  |    | $ | 2.72   |    |  | $ | 2.21  |  |  | $ | 2.81  |  |  | $ | 3.41  | 

Although oil prices fell significantly after reaching highs in the third quarter of 2008, they
experienced a rebound in 2010, 2011 and the first half of 2012. Natural gas prices have likewise fallen significantly since their peak in the third quarter of 2008 and were particularly low in 2012, but have begun to increase in recent months. The
following table highlights the settled monthly average NYMEX prices for natural gas for January 2012 through April 2013:



|                        |  |      |      |  |      |   |      |      |  |   |      |  |  |     |      |  |      |   |      |      |  |   |      |  |  |      |      |  |      |   |      |      |  |   |      |  |  |      |      |  |      |   |      |      |  |   |      |  |  |   |      |  |  |   |      |  |  |   |      |  |  |   |      | 
|----------------------- |  | ---- | ---- |  | ---- | - | ---- | ---- |  | - | ---- |  |  | --- | ---- |  | ---- | - | ---- | ---- |  | - | ---- |  |  | ---- | ---- |  | ---- | - | ---- | ---- |  | - | ---- |  |  | ---- | ---- |  | ---- | - | ---- | ---- |  | - | ---- |  |  | - | ---- |  |  | - | ---- |  |  | - | ---- |  |  | - | ---- | 
|                        |  | 2012 |      |  | 2013 |  
|                        |  | Jan. |      |  | Feb. |   |      | Mar. |  |   | Apr. |  |  | May |      |  | June |   |      | July |  |   | Aug. |  |  | Sep. |      |  | Oct. |   |      | Nov. |  |   | Dec. |  |  | Jan. |      |  | Feb. |   |      | Mar. |  |   | Apr. | 
|Natural Gas
(per MMBtu) |  | $    | 3.08 |  |      | $ | 2.68 |      |  | $ | 2.41 |  |  | $   | 2.19 |  |      | $ | 2.03 |      |  | $ | 2.42 |  |  | $    | 2.77 |  |      | $ | 3.01 |      |  | $ | 2.63 |  |  | $    | 3.06 |  |      | $ | 3.47 |      |  | $ | 3.71 |  |  | $ | 3.35 |  |  | $ | 3.23 |  |  | $ | 3.43 |  |  | $ | 3.98 | 

Lower oil and gas prices on production from the underlying properties could cause the following:
(i) a reduction in the amount of net proceeds to which the Trust is entitled; (ii) a reduction in the amount of oil, natural gas and natural gas liquids that is economic to produce from the underlying properties; and (iii) an
extension of the length of time required to produce 11.79 MMBOE (10.61 MMBOE at the 90% NPI) due to some wells thereby reaching their economic limits sooner. Alternatively, higher oil and natural gas prices may potentially result in the following:
(i) an increase in the amount of oil, natural gas and natural gas liquids that is economic to produce from the underlying properties, and (ii) cash settlement losses on commodity derivatives.

Trust termination.The NPI will terminate on the later to occur of (1) December 31, 2021, or (2) the time when
11.79 MMBOE have been produced from the underlying properties and sold (which amount is the equivalent of 10.61 MMBOE in respect of the Trusts right to receive 90% of the net proceeds from such reserves pursuant to the NPI), and the Trust will
soon thereafter wind up its affairs and terminate, after which it will pay no further distributions. Since the assets of the Trust are depleting assets, a portion of each cash distribution paid on the Trust units should be considered by investors as
a return of capital, with the remainder being considered as a return on investment. As a result, the market price of the Trust units will decline to zero at termination of the Trust. As of March 31, 2013 on a cumulative accrual basis, 2.03
MMBOE (19%) of the Trusts total 10.61 MMBOE have been produced and sold (of which proceeds from the sale of 376 MBOE, which is 90% of 417 MBOE, will be distributed to the unitholders in the Trusts forthcoming May 2013 distribution).
The remaining reserve quantities are projected to be produced prior to December 31, 2021, based on the Trusts reserve report as of December 31, 2012. Since the Trust is not currently expected to contractually terminate until
December 31, 2021, additional reserves and production attributable to the NPI may be available for distribution to unitholders (also based on the year-end reserve report) between the time that the Trusts minimum 10.61 MMBOE have been
produced and sold and the expected December 31, 2021 termination date of the Trust occurs.



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##### Table of Contents

Capital Expenditure Activities

The primary goals of the planned capital expenditures relative to the underlying properties are to convert proved undeveloped reserves
and developed non-producing properties to producing properties and to make the capital expenditures with a goal of mitigating a portion of the natural decline in production from producing properties. The underlying properties have a capital
expenditure budget per the December 31, 2012 reserve report of $26.3 million estimated to be spent over 9 years. No assurance can be given, however, that any such expenditures will result in the production of 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. With respect to fields for which Whiting is not the
operator, Whiting will have 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, 2012, Item 1A. Risk
Factors Whiting has limited control over activities on the underlying properties that Whiting does not operate, which could reduce production from the underlying properties, increase capital expenditures and reduce cash available for
distribution to Trust unitholders.

During each twelve-month period beginning on the later to occur of
(1) December 31, 2017 and (2) the time when 8.24 MMBOE have been produced from the underlying properties and sold (which is the equivalent of 7.41 MMBOE in respect of the net profits interest) (in either case, the capital
expenditure limitation date), the sum of the capital expenditures and amounts reserved for approved capital expenditure projects for such twelve-month period may not exceed the average annual capital expenditure amount. The average
annual capital expenditure amount means the quotient of (x) the sum of the capital expenditures and amounts reserved for approved capital expenditure projects with respect to the three twelve-month periods ending on the capital
expenditure limitation date, divided by (y) three. Commencing on the capital expenditure limitation date, and each anniversary of the capital expenditure limitation date thereafter, the average annual capital expenditure amount will be
increased by 2.5% to account for expected increased costs due to inflation.

The following table presents capital expenditures
applicable to the underlying properties relative to the February 2013 distribution (in thousands):



|                |  |                           |       | 
|--------------- |  | ------------------------- | ----- | 
|Region          |  | 2013 
CapitalExpenditures |      
|Rocky Mountains |  | $                         | 1,256 | 
|Permian Basin   |  |                           | 1,322 | 
|Gulf Coast      |  |                           | 46    | 
|Mid-Continent   |  |                           | 6     | 
|                |  |                           |       | 
|Total           |  | $                         | 2,630 | 
|                |  |                           |       | 

Results of Trust Operations

Presented below is a summary of the Trusts income from net profits interest and distributable income for the three months ended March 31, 2013, consisting of the February 2013 distribution
received by the Trust. In addition, because the Trust had not engaged in any activities during the three months ended March 31, 2012 other than organizational activities, pro forma income from net profits interest and distributable income for
the Trust for the three months ended March 31, 2012 has been presented, so that investors can review comparative results of operations for the Trust for the 2013 and 2012 periods. The Trusts pro forma results of operations for the three
months ended March 31, 2012 have been presented on a modified cash basis of accounting in the table below and in the Results of the Trust for the Three Months Ended March 31, 2013 Compared to the Pro Forma Results of the Trust for
the Three Months Ended March 31, 2012. This basis of presentation is consistent with the Trusts financial statements, which have also been prepared on a modified cash basis as described in Note 1 to the Trusts financial
statements included in this Quarterly Report on Form 10-Q.

The pro forma income from net profits interest, distributable
income, and related financial data presented below assume (i) that the conveyance of the NPI in the underlying properties occurred on January 1, 2012, and (ii) that the NPI was effective for oil and gas production from the underlying
properties beginning in 2011. The pro forma financial information below has been derived from the unaudited pro forma financial statements, as included in Note 8 to the Trusts financial statements included in this Quarterly Report on Form
10-Q. The Trust believes that the assumptions used to prepare this pro forma data provide a reasonable basis for presenting the effects directly attributable to these transactions. However, the pro forma amounts set forth in the table below are for
informational purposes only and do not purport to present the results that would have actually occurred had the Trust formation and net profits interest conveyance been completed on January 1, 2012 or for the period presented or which may be
realized in the future.



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##### Table of Contents

|                                                                                  |  |                                  |         |     |                                               |   |         |     
|--------------------------------------------------------------------------------- |  | -------------------------------- | ------- | --- | --------------------------------------------- | - | ------- | ----
|Trust Results
(Dollars in thousands, except per Bbl, per Mcf and per BOE amounts) | 
|                                                                                  |  | Three Months EndedMarch 31, 2013 |         |     | Pro FormaThree Months 
EndedMarch 31, 2012(e) |  
|Sales volumes:                                                                    |  |                                  |         |     |                                               |   |         |     
|Oil from underlying properties (Bbl)(a)                                           |  |                                  | 340,079 | (c) |                                               |   | 340,988 | (f) 
|Natural gas from underlying properties (Mcf)                                      |  |                                  | 596,479 | (c) |                                               |   | 667,178 | (f) 
|                                                                                  |  |                                  |         |     |                                               |   |         |     
|Total production (BOE)                                                            |  |                                  | 439,492 |     |                                               |   | 452,184 |     
|Average sales prices:                                                             |  |                                  |         |     |                                               |   |         |     
|Oil (per Bbl)(a)                                                                  |  | $                                | 79.63   |     |                                               | $ | 87.58   |     
|Natural gas (per Mcf)                                                             |  | $                                | 4.67    | (d) |                                               | $ | 6.15    | (d) 
|Costs (per BOE):                                                                  |  |                                  |         |     |                                               |   |         |     
|Lease operating expenses                                                          |  | $                                | 27.68   |     |                                               | $ | 20.68   |     
|Production taxes                                                                  |  | $                                | 3.50    |     |                                               | $ | 4.12    |     
|Revenues:                                                                         |  |                                  |         |     |                                               |   |         |     
|Oil sales(a)                                                                      |  | $                                | 27,081  | (c) |                                               | $ | 29,864  | (f) 
|Natural gas sales                                                                 |  |                                  | 2,788   | (c) |                                               |   | 4,102   | (f) 
|                                                                                  |  |                                  |         |     |                                               |   |         |     
|Total revenues                                                                    |  |                                  | 29,869  |     |                                               |   | 33,966  |     
|                                                                                  |  |                                  |         |     |                                               |   |         |     
|Costs:                                                                            |  |                                  |         |     |                                               |   |         |     
|Lease operating expenses                                                          |  |                                  | 12,165  |     |                                               |   | 9,350   |     
|Production taxes                                                                  |  |                                  | 1,540   |     |                                               |   | 1,862   |     
|Development costs                                                                 |  |                                  | 2,630   |     |                                               |   | 4,266   |     
|Cash settlement (gains) losses on commodity derivatives(b)                        |  |                                  | -       |     |                                               |   | -       |     
|                                                                                  |  |                                  |         |     |                                               |   |         |     
|Total costs                                                                       |  |                                  | 16,335  |     |                                               |   | 15,478  |     
|                                                                                  |  |                                  |         |     |                                               |   |         |     
|Net proceeds                                                                      |  |                                  | 13,534  |     |                                               |   | 18,488  |     
|Net profits percentage                                                            |  |                                  | 90      | %   |                                               |   | 90      | %   
|                                                                                  |  |                                  |         |     |                                               |   |         |     
|Income from net profits interest                                                  |  |                                  | 12,181  |     |                                               |   | 16,640  |     
|                                                                                  |  |                                  |         |     |                                               |   |         |     
|Provision for estimated Trust expenses                                            |  |                                  | (200    | )   |                                               |   | (94     | )(g)
|Montana state income tax withheld                                                 |  |                                  | (6      | )   |                                               |   | (21     | )(h)
|                                                                                  |  |                                  |         |     |                                               |   |         |     
|Distributable income                                                              |  | $                                | 11,975  |     |                                               | $ | 16,525  |     
|                                                                                  |  |                                  |         |     |                                               |   |         |     



| | (a) | Oil includes natural gas liquids.
| | --- | ---------------------------------



| | (b) | As discussed in Item 3. Quantitative and Qualitative Disclosures About Market Risk in this Quarterly Report on Form 10-Q, all hedges terminate
as of December 31, 2014.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Oil and gas sales volumes and related revenues for the three months ended March 31, 2013 (consisting of Whitings February 2013
distribution to the Trust) generally represent crude oil production from October 2012 through December 2012 and natural gas production from September 2012 through November 2012.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | The average sales price of natural gas for the gas production months within the distribution period exceeded the average NYMEX gas prices for those
same months within the period due to the liquids rich content of a portion of the natural gas volumes produced by the underlying properties.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Pro forma sales volumes, average sales prices, costs and revenue data have been derived from the historical accounting records of the underlying
properties. Such amounts were prepared by adjusting the accrual basis information from the historical revenue and direct operating expenses of the underlying properties to a modified cash basis of accounting.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | Pro forma oil and gas sales volumes and related revenues for the three months ended March 31, 2012 (consisting of Whitings pro forma
February 2012 NPI distribution to the Trust) generally represent crude oil production from October 2011 through December 2011 and natural gas production from September 2011 through November 2011.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| | (g) | Pro forma provision for estimated Trust expenses assumes a quarterly administrative fee paid to Whiting of $50,000 and a quarterly administrative
fee paid to the Trustee of $43,750. Going forward, the Trusts aggregate general and administrative costs will encompass legal fees, accounting fees, engineering fees, printing costs and other expenses properly chargeable to the Trust, which
have been estimated to be approximately $156,250 per quarter. If the estimated general and administrative expenses were included in the unaudited pro forma statement of distributable income, the distributable income would be $16.4 million for the
three months ended March 31, 2012. Due to the omission of general and administrative expenses other than the $93,750 administrative fee from the unaudited pro forma statement of distributable income, this pro forma financial statement may not
be indicative of the results to be realized going forward.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | Pro forma Montana state income tax withheld assumes that for Montana state income tax purposes, Whiting must withhold from its NPI payments to the
Trust, an amount equal to 6% of the net amount payable to the Trust from the sale of oil and gas in Montana.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Results of the Trust for the Three Months Ended March 31, 2013 Compared to the Pro Forma Results of the Trust for the Three
Months Ended March 31, 2012

Income from Net Profits Interest.Income from net profits interest is recorded on
a cash basis when NPI proceeds are received by the Trust from Whiting. NPI proceeds that Whiting remits to the Trust are based on the oil and gas production Whiting has received payment for within one month following the end of the most recent
fiscal quarter. Whiting receives payment for its crude oil sales generally within 30 days following the month in which it is produced, and Whiting receives payment for its natural gas sales generally within 60 days following the month in which it is
produced. Income from net profits interest is generally a function of oil and gas revenues, lease operating expenses, production taxes and development costs as follows:

Revenues.Oil and natural gas revenues were $4.1 million (or 12%) lower for the three months ended March 31,
2013 as compared to the same pro forma 2012 period. Sales revenue is a function of average commodity prices realized and oil and gas volumes sold. The average sales price realized declined for crude oil by 9% and for natural gas by 24% between
periods. Additionally, gas volumes declined by 70,699 Mcf (or 11%) and oil volumes declined by 909 Bbl (or 0.3%) when comparing 2013 actual production to 2012 pro forma production volumes. Based on the December 31, 2012 reserve report, overall
production for both oil and gas attributable to the underlying properties is expected to decline at an average year-over-year rate of approximately 9.0% from 2013 through the estimated December 31, 2021 Trust termination date. Gas volume
decreases during the first quarter of 2013 were primarily related to i) normal field production decline and ii) a well that was shut-in for a portion of the period covered by the February 2013 distribution but which had consistent production again
by the end of the distribution period. This gas volume decline was also impacted between reporting periods by differences in timing associated with revenues distributed and received from non-operated properties. These production decreases were
partially offset by three newly drilled wells that came online and began generating gas sales proceeds prior to, and during, the production months covered by the February 2013 distribution. Oil production volumes remained relatively consistent
between periods primarily due to these three recently drilled wells and four additional workover wells that came online during the period covered by the February 2013 distribution. These positive production effects were offset, however, by normal
field production decline and a well that was shut-in during the fourth quarter of 2012 but which was put back on production in April 2013.

Lease Operating Expenses.Lease operating expenses (LOE) increased $2.8 million (or 30%) during the first three months of 2013 compared to the same pro forma 2012 period primarily due
to a $1.7 million increase in ad valorem taxes and a $1.0 million increase in the cost of oilfield goods and services (which includes workover activity) caused by increased demand in the oil and gas industry. These increases resulted in higher LOE
of 34% on a per BOE basis, from $20.68 during the pro forma first three months of 2012 to $27.68 for the same period in 2013.

Production Taxes. Production taxes are typically calculated as a percentage of oil and gas revenues, and production taxes as a percent of revenues remained relatively constant for the first three
months of 2013 and pro forma 2012 at 5.2% and 5.5%, respectively. Overall production taxes for the first three months of 2013, however, decreased $0.3 million (or 17%) as compared to the 2012 pro forma amounts, primarily due to lower oil and natural
gas sales between periods.

Development Costs. Actual development costs for the three months ended
March 31, 2013 were $1.6 million (or 38%) lower as compared to 2012 pro forma development costs for the same period. This decrease was primarily driven by the Parkway fields capital expenditures declining by $1.7 million between periods
as a result of significant drilling projects that were carried out on this field during 2012 and which did not continue into 2013.



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##### Table of Contents

Provision for Estimated Trust Expenses.The provision for estimated Trust expenses in
the first three months of 2013 was $106,250 higher than this same provision included in the 2012 pro forma results. This increase was mainly due to the Trusts aggregate general and administrative costs in 2013 encompassing legal fees,
accounting fees, engineering fees, printing costs, the annual administrative fee paid to Whiting and the Trustee, and other administrative costs chargeable to the Trust, whereas the 2012 pro forma provision for Trust expenses only included the
quarterly administrative fee paid to Whiting of $50,000 and the quarterly administrative fee paid to the Trustee of $43,750.

Distributable Income.For the three months ended March 31, 2013, the Trusts actual distributable income
was $12.0 million and was based on income from net profits interest of $12.2 million, reduced by a provision for estimated Trust expenses of $200,000 and Montana state income tax withholdings of $5,665. This compares to pro forma distributable
income for the first three months of 2012 of $16.5 million, which was based on pro forma income from net profits interest of $16.6 million, reduced by $93,750 for pro forma Trust administrative expenses and $20,632 in pro forma Montana state income
tax withholdings.

Liquidity and Capital Resources

The Trust has no source of liquidity or capital resources other than cash flows from the NPI. Other than Trust administrative expenses, including any reserves established by the Trustee for future
liabilities, the Trusts only use of cash is for distributions to Trust unitholders. Administrative expenses include payments to the Trustee and the Delaware Trustee, a quarterly fee to Whiting pursuant to an administrative services agreement,
and expenses in connection with the discharge of the Trustees duties, including third party engineering, audit, accounting and legal fees. Each quarter, the Trustee determines the amount of funds available for distribution to unitholders.
Available funds are the excess cash, if any, received by the Trust from the NPI and other sources (such as interest earned on any amounts reserved by the Trustee) that quarter, over the Trusts expenses for that quarter. Available funds are
reduced by any cash the Trustee decides to hold as a reserve against future liabilities. The Trustee may borrow funds required to pay liabilities if the Trustee determines that the cash on hand and the cash to be received are insufficient to cover
the Trusts liabilities. If the Trustee borrows funds, the Trust unitholders will not receive distributions until the borrowed funds are repaid.

Income to the Trust from the NPI is based on the calculation and definitions of gross proceeds and net proceeds contained in the conveyance agreement, which is listed as an exhibit
to this report, and reference is hereby made to such conveyance agreement for the actual definitions of gross proceeds and net proceeds.

Whiting may reserve from the gross proceeds amounts up to a total of $2.0 million at any time for future development, maintenance or operating expenses. However, Whiting has not funded such a reserve
since the inception of the Trust nor during the the three months ended March 31, 2013. Instead, Whiting deducted from the gross proceeds only actual costs paid for development, maintenance and operating expenses.

Plugging and abandonment costs related to the underlying properties, net of any proceeds received from the salvage of equipment, cannot
be included as a deduction in the calculation of net proceeds pursuant to the terms of the conveyance agreement. During the three months ended March 31, 2013, Whiting incurred $0.3 million of plugging and abandonment charges on the underlying
properties that were not passed on to the unitholders of the Trust.

On June 7, 2012, Whiting established a letter of
credit in the amount of $1.0 million in favor of the Trustee to provide a mechanism for the Trustee to pay the operating expenses of the Trust, in the event that Whiting should fail to lend funds to the Trust if requested to do so by the Trustee.
This letter of credit will not be used to fund NPI distributions to unitholders, and Whiting has no obligation to lend funds to the Trust.

The Trust does not have any transactions, arrangements or other relationships with unconsolidated entities or persons that could materially affect the Trusts liquidity or the availability of capital
resources.



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Future Trust Distributions to Unitholders

On May 7, 2013, the Trustee announced the Trust distribution of net profits for the first quarterly payment period in 2013.
Unitholders of record on May 20, 2013 are expected to receive a distribution amounting to $11.6 million or $0.631901 per Trust unit, which is payable on or before May 30, 2013. This distribution is expected to consist of net cash proceeds
of $11.9 million paid by Whiting to the Trust, less a provision of $300,000 for estimated Trust expenses and $9,646 for Montana state income tax withholdings. There were no commodity derivative settlements in the first quarterly payment period of
2013.

New Accounting Pronouncements

There were no accounting pronouncements issued during the three months ended March 31, 2013 applicable to the Trust or its financial statements.

Critical Accounting Policies and Estimates

A disclosure of critical accounting policies and the more significant judgments and estimates used in the preparation of the Trusts financial statements is included in Item 7 of the
Trusts Annual Report on Form 10-K for the year ended December 31, 2012. There have been no significant changes to the critical accounting policies during the three months ended March 31, 2013.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Hedge Contracts

The primary asset of and source of income to the Trust is the term NPI, which generally entitles the Trust to receive 90% of the net proceeds from oil and gas production from the underlying properties.
Consequently, the Trust is exposed to market risk from fluctuations in oil and gas prices. Through 2014, however, the NPI is subject to commodity hedge contracts in the form of costless collars entered into by Whiting, which reduce the NPIs
exposure to crude oil price volatility. No additional hedges are allowed to be placed on Trust assets, and the Trust cannot therefore enter into derivative contracts for speculative or trading purposes.

The revenues derived from the underlying properties depend substantially on prevailing crude oil, natural gas and natural gas liquids
prices. As a result, commodity prices also affect the amount of cash flow available for distribution to the Trust unitholders. Lower prices may also reduce the amount of oil, natural gas and natural gas liquids that Whiting can economically produce.
Whiting sells the oil, natural gas and natural gas liquid production from the underlying properties under floating market price contracts each month. Whiting has entered into certain hedge contracts through December 31, 2014 to manage the
exposure to crude oil price volatility, which is associated with revenues generated from the underlying properties, and to achieve more predictable cash flows. However, these contracts also limit the amount of cash available for distribution if
prices increase above the fixed ceilings of the hedges. The hedge contracts consist of costless collar arrangements placed with a single trading counterparty, JPMorgan Chase Bank National Association. Whiting cannot provide assurance that this
trading counterparty will not become a credit risk in the future.

Crude oil costless collar arrangements settle based on the
average of the closing settlement price for each commodity business day in the contract period. In a collar arrangement, the counterparty is required to make a payment to Whiting for the difference between the fixed floor price and the settlement
price if the settlement price is below the fixed floor price. Whiting is required to make a payment to the hedge counterparty for the difference between the fixed ceiling price and the settlement price if the settlement price is above the fixed
ceiling price.

In connection with Whitings conveyance on March 28, 2012 of the term NPI to the Trust, the rights
to any future hedge payments Whiting makes or receives on certain of its derivative contracts (representing 893 MBbl of crude oil from April 2013 through December 2014) were also conveyed to the Trust. As a result, such hedge payments will be
included in the Trusts calculation of net proceeds, and Trust unitholders thereby receive 90% of the future economic results of such hedges.

The table below summarizes all of the outstanding costless collars that Whiting entered into and then in turn conveyed, as described in the preceding paragraph, to the Trust (of which Trust unitholders
receive 90% of the future economic results). This quantity of hedged oil volumes represents approximately 37% of the underlying properties oil production from April 2013 through December 2014, based on the estimated production of proved
reserves as projected in the Trusts December 31, 2012 reserve report.



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|                                       |  |                   |  |                               
|-------------------------------------- |  | ----------------- |  | ------------------------------
|                                       |  | Crude Oil Collars
|                                       |  | Volumes (Bbl)     |  | Price (per Bbl)Floor /
Ceiling
|Three months ending June 30, 2013      |  | 136,500           |  | $80.00/$122.50                
|Three months ending September 30, 2013 |  | 133,500           |  | $80.00/$122.50                
|Three months ending December 31, 2013  |  | 130,200           |  | $80.00/$122.50                
|Three months ending March 31, 2014     |  | 127,500           |  | $80.00/$122.50                
|Three months ending June 30, 2014      |  | 124,500           |  | $80.00/$122.50                
|Three months ending September 30, 2014 |  | 121,800           |  | $80.00/$122.50                
|Three months ending December 31, 2014  |  | 119,100           |  | $80.00/$122.50                

The collared hedges shown above have the effect of providing a protective floor while allowing Trust
unitholders to share in upward price movements up to the ceiling. Consequently, while these hedges are designed to decrease exposure to price decreases, they also have the effect of limiting the benefit of price increases beyond the ceiling. For the
crude oil contracts listed above, a hypothetical $10.00 change in the NYMEX price above the ceiling price or below the floor price applied to the notional amounts would cause an aggregate change in the cash settlement (gains) losses on all oil
commodity derivatives of $8.9 million to Whiting, of which 90% would be transferred to the Trust. These hypothetical cash settlement (gains) losses would be recognized as contracts expire in future periods through 2014.

The amounts received by Whiting from the counterparty upon settlements of these hedge contracts will reduce the production and
development costs related to the underlying properties when calculating the net proceeds. However, if the hedge payments received by Whiting under the hedge contracts and other non-production revenue exceed production and development costs during a
quarterly period, the ability to use such excess amounts to offset such costs may be deferred, with interest accruing on such amounts at the prevailing money market rate, until the next quarterly period where the hedge payments and the other
non-production revenue are less than such costs. In addition, the aggregate amounts paid by Whiting on settlement of the hedge contracts will reduce the amount of net proceeds paid to the Trust.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.The Trustee maintains disclosure controls and procedures designed to ensure that information required to be disclosed by the Trust in the reports
that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include controls
and procedures designed to ensure that information required to be disclosed by the Trust is accumulated and communicated by Whiting to The Bank of New York Mellon Trust Company, N.A., as Trustee of the Trust, and its employees who participate in the
preparation of the Trusts periodic reports as appropriate to allow timely decisions regarding required disclosure.

As
of the end of the period covered by this report, the Trustee carried out an evaluation of the Trustees disclosure controls and procedures. Mike Ulrich, as Trust Officer of the Trustee, has concluded that the disclosure controls and procedures
of the Trust are effective.

Due to the contractual arrangements of (i) the Trust agreement and (ii) the conveyance
of the NPI, the Trustee relies on (A) information provided by Whiting, including historical operating data, plans for future operating and capital expenditures, reserve information and information relating to projected production, and
(B) conclusions and reports regarding reserves by the Trusts independent reserve engineers. For a description of certain risks relating to these arrangements and risks relating to the Trustees reliance on information reported by
Whiting and included in the Trusts results of operations, see the Trusts Annual Report on Form 10-K for the fiscal year ended December 31, 2012, Item 1A. Risk Factors The Trust and the Trust unitholders have no voting or
managerial rights with respect to the underlying properties. As a result, neither the Trust nor the unitholders have any ability to influence the operation of the underlying properties.

Changes in Internal Control over Financial Reporting.During the quarter ended March 31, 2013, there has been no change in
the Trustees internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Trustees internal control over financial reporting relating to the Trust. The Trustee notes for
purposes of clarification that it has no authority over, and makes no statement concerning, the internal control over financial reporting of Whiting.



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PART II  OTHER INFORMATION

Item 1A. Risk Factors

Risk factors relating to the Trust are contained in Item 1A of the Trusts Annual Report on Form 10-K for the fiscal year ended December 31, 2012. No material change to such risk factors
has occurred during the three months ended March 31, 2013.

Item 6. Exhibits

The exhibits listed in the accompanying index to exhibits are filed as part of this Quarterly Report on Form 10-Q.



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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.



WHITING USA TRUST IIBy:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.By:

/s/ MIKE ULRICHMike UlrichVice President


May 14, 2013

The Registrant, Whiting USA Trust II, has no principal executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are
available, and none have been provided. In signing the report above, the Trustee does not imply that it has performed any such function or that such function exists pursuant to the terms of the Trust agreement under which it serves.



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                   
|3.1*          |  | Certificate of Trust of Whiting USA Trust II [Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1 (Registration No.
333-178586)].                                                                                                                                                                                                       
|              | 
|3.2*          |  | Amended and Restated Trust Agreement, dated March 28, 2012, by and among Whiting Oil and Gas Corporation, The Bank of New York Mellon Trust Company, N.A.
as Trustee and Wilmington Trust, National Association, as Delaware Trustee [Incorporated herein by reference to Exhibit 3.1 to the Trusts Current Report on Form 8-K filed on March 28, 2012 (File No. 001-35459)].
|              | 
|10.1*         |  | Conveyance and Assignment, dated March 28, 2012, from Whiting Oil and Gas Corporation to The Bank of New York Mellon Trust Company, N.A. as Trustee of
Whiting USA Trust II [Incorporated herein by reference to Exhibit 10.1 to the Trusts Current Report on Form 8-K filed on March 28, 2012 (File No. 001-35459)].                                                        
|              | 
|10.2*         |  | Administrative Services Agreement, dated March 28, 2012, by and between Whiting Oil and Gas Corporation and Whiting USA Trust II [Incorporated herein by
reference to Exhibit 10.2 to the Trusts Current Report on Form 8-K filed on March 28, 2012 (File No. 001-35459)].                                                                                                   
|              | 
|31            |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                      
|              | 
|32            |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                      



(*
Asterisk indicates exhibit previously filed with the SEC and incorporated herein by reference.)



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