Form 8-K Whiting USA Trust II For: Nov 06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November�6, 2014

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WHITING USA TRUST II

(Exact name of Registrant as specified in its charter)

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Delaware	�	001-35459	�	38-7012326
(State or other jurisdiction of	�	(Commission	�	(I.R.S. Employer
incorporation or organization)	�	File Number)	�	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)

Registrant�s telephone number, including area code: (512) 236-6599

NOT APPLICABLE

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

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM�2.02.��Results of Operations and Financial Condition.

Attached as Exhibit 99.1 is a press release issued on behalf of the Registrant. The information furnished is not deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

ITEM�9.01.��Financial Statements and Exhibits.

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��(d)

�Exhibits.

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�99.1

Press Release dated November�6, 2014.

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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.

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Date: November�6, 2014

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Exhibit Index

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Exhibit�Number��������	��	Description������������������������������������ ����������������������������������������� ����������������������������������������� ��������������������������
99.1	��	Press Release dated November�6, 2014.

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Exhibit 99.1

Whiting USA Trust II

Whiting USA Trust II Announces Trust Quarterly Distribution

WHITING USA TRUST II

The Bank of New York Mellon Trust Company, N.A., Trustee

FOR IMMEDIATE RELEASE

Austin, Texas, November�6, 2014 � Whiting USA Trust II (NYSE Symbol � WHZ) announced the fourth Trust distribution in 2014, which relates to net profits generated during the third quarterly payment period of 2014.

Unitholders of record on November�19, 2014 will receive a distribution of $0.642014 per unit, which is payable on or before December�1, 2014.

Volumes, average sales prices and net profits for the quarterly payment period were:

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Sales volumes:	��
Oil (Bbl)(1)	��	�	293,376���	��
Natural gas (Mcf)	��	�	519,617���	��
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Total (BOE)	��	�	379,979���	��
Average sales prices:	��
Oil (per Bbl)(1)	��	$	85.10���	��
Natural gas (per Mcf)(2)	��	$	5.12���	��
Gross proceeds:	��
Oil sales(1)	��	$	24,967,006���	��
Natural gas sales	��	�	2,659,287���	��
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Total gross proceeds	��	$	����27,626,293���	��
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Costs:	��
Lease operating expenses	��	$	10,801,596���	��
Production taxes	��	�	1,419,212���	��
Development costs	��	�	1,992,303���	��
Cash settlements on commodity derivatives(3)	��	�	-���	��
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Total costs	��	$	14,213,111���	��
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Net profits	��	$	13,413,182���	��
Percentage allocable to Trust�s Net Profits Interest	��	�	90%	��
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Total cash available for the Trust	��	$	12,071,864���	��
Provision for estimated Trust expenses	��	�	(250,000)��	��
Montana state income taxes withheld	��	�	(8,811)��	��
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Net cash proceeds available for distribution	��	$	11,813,053���	��
Trust units outstanding	��	�	18,400,000���	��
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Cash distribution per Trust unit	��	$	0.642014���	��
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(1)

Oil includes natural gas liquids.

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(2)

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.

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(3)

There were no realized gains or losses on hedge settlements during the third quarterly payment period of 2014. All costless collar hedge contracts terminate as of December�31, 2014, and no additional hedges are allowed to be placed on Trust assets. Consequently, for all distributions after the February 2015 distribution, there will be no further cash settlements on commodity hedges, and the Trust will have increased exposure to oil and natural gas price volatility.

The Trust�s net profits interest represents the right to receive 90% of the net proceeds from Whiting Petroleum Corporation�s interests in certain existing oil and natural gas properties located primarily in the Rocky Mountains, Permian Basin, Gulf Coast and Mid-Continent regions of the United States.

The net profits interest will terminate on the later to occur of (1)�December�31, 2021, or (2)�the time when 11.79 MMBOE (10.61 MMBOE to the 90% net profits interest) have been produced from the underlying properties and sold, and the Trust will soon thereafter wind up its affairs and terminate, after which it will pay no further distributions. Consequently, the market price of the Trust units will decline to zero around or shortly after the net profits interest termination date, which is currently estimated to be December�31, 2021. As described in the Trust�s public filings, 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 of September�30, 2014, on a cumulative accrual basis, 4.26 MMBOE (40%)�of the Trust�s total 10.61 MMBOE have been produced and sold. Based on the Trust�s reserve report for the underlying properties as of December�31, 2013, the 11.79 MMBOE of reserves (10.61 MMBOE to the 90% net profits interest) are projected to be produced from the underlying properties prior to December�31, 2021, and the net profits interest would therefore terminate on December�31, 2021. Additionally, the year-end reserve report reflects an expected annualized decline rate of approximately 8.4% between 2014 and 2021. However, cash distributions to unitholders may decline at a faster rate than the rate of production due to fixed and semi-variable costs attributable to the underlying properties, or if expected future development is delayed, reduced or cancelled.

This press release contains forward-looking statements, including all statements made in this press release other than statements of historical fact. No assurances can be given that such statements will prove to be correct. The announced distributable amount is based, in part, on the amount of cash received or expected to be received by the Trust from Whiting Petroleum Corporation pursuant to the net profits interest with respect to the relevant quarterly period. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause actual results to differ materially include expenses of the Trust, fluctuations in oil and natural gas prices, uncertainty of estimates of oil and natural gas reserves and production, the timing of any such production, risks inherent in the operation, production and development of oil and gas properties, and future production and development costs. Statements made in this press release are qualified by the cautionary statements made in this press release. The Trustee does not intend, and assumes no obligation, to update any of the statements included in this press release.

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Contact:	�	Whiting USA Trust II
	�	The Bank of New York Mellon Trust Company, N.A., as Trustee
	�	Mike Ulrich
	�	(512) 236-6599
	�	919 Congress Avenue, Austin, TX 78701
	�	http://WhitingWHZ.investorhq.businesswire.com/

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