8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):February9, 2018

WHITINGUSATRUSTII

(Exact name of registrant as specified in its charter)

Delaware	001-35459	38‑7012326
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)
The Bank of New York Mellon
Trust Company, N.A., Trustee
Global Corporate Trust
601 Travis Street,  16th Floor
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(512) 236-6599

(Registrant’s telephone number, including area code)

919 Congress Avenue, Suite 500

Austin, Texas 78701

(Former name or former address, if changed since last report)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
☐	Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 C.F.R. §240.14a‑12)
☐	Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 C.F.R. §240.14d‑2(b))
☐	Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 C.F.R. §240.13e‑4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter. Emerging Growth Company ☐

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

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.

(a)	Financial Statements of Business Acquired. Not applicable.
(b)	Pro Forma Financial Information. Not applicable.
(c)	Shell Company Transactions. Not applicable.
(d)	Exhibits. The exhibit listed in the Exhibit Index below is filed as part of this report.

ExhibitIndex
Exhibit Number	Description
99.1	Press Release dated February 9, 2018.

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 II
	By:	The Bank of New York Mellon Trust Company, N.A.,
		as Trustee
	By:	/s/ Mike Ulrich
		Mike Ulrich
		Vice President
Date: November6, 2017

Date: February9, 2018

EX-99.1

Exhibit 99.1

WHITING USA TRUST II The Bank of New York Mellon Trust Company, N.A., as Trustee
News Release	FOR IMMEDIATE RELEASE

Whiting USA Trust II Announces Trust Quarterly DISTRIBUTION

Houston, Texas, February 9,  2018–  Whiting USA Trust  II  (OTC Symbol – WHZT) announced today that the Trust will make a distribution to unitholders in the first quarter of 2018, which relates to net profits generated during the fourth quarterly payment period of 2017. Unitholders of record on February 19, 2018will receive a distribution of $0.171231 per unit, which is payable on or before March1, 2018 (the “February 2018 distribution”).

As of the date of this press release, 99.9% of the Trust’s total 18,400,000 units outstanding were held by Cede & Co. (The Depository Trust Corporation’s nominee) as the official unitholder of record. The effective record date of February 19, 2018 for this distribution is only applicable to unitholders of record such as Cede & Co., and the ex-date, as set by The Financial Industry Regulatory Authority, Inc., or FINRA, actually determines which street name holders will be eligible to receive the February 2018distribution.

Sales volumes,net profits and selected performance metrics for the quarterlypayment period were:

Sales volumes:
Oil (Bbl)(1)		246,782
Natural gas (Mcf)		333,921
Total (BOE)(2)		302,436
Gross proceeds:
Oil sales(1)	$	12,066,925
Natural gas sales		1,129,346
Total gross proceeds(2)	$	13,196,271
Costs:
Lease operating expenses	$	7,844,216
Production taxes		709,059
Development costs		970,366
Cash settlements on commodity derivatives(3)		-
Total costs	$	9,523,641
Net profits	$	3,672,630
Percentage allocable to Trust’s Net Profits Interest		90	%
Total cash available for the Trust	$	3,305,367
Provision for estimated Trust expenses		(150,000)
Montana state income taxes withheld		(4,715)
Net cash proceeds available for distribution	$	3,150,652
Trust units outstanding		18,400,000
Cash distribution per Trust unit	$	0.171231
Selected performance metrics:
Crude oil average realized price (per Bbl)(1)	$	48.90
Natural gas average realized price (per Mcf)(4)	$	3.38
Lease operating expenses (per BOE)	$	25.94
Production tax rate (percent of total gross proceeds)		5.4	%

__________

(1) Oil includes natural gas liquids.

(2) The February 2018 distribution includes production of 21,099 BOE attributable to the first two Keystone South farm-out wells, which production generated gross proceeds of $1.0 million during the fourth quarterly payment period of 2017.

(3) All costless collar hedge contracts terminated as of December 31, 2014, and no additional hedges are allowed to be placed on Trust assets.  Consequently, there are no further cash settlements on commodity hedges for inclusion in the Trust’s computation of net profits (or net losses, as the case may be), and the Trust has increased exposure to oil and natural gas price volatility.

(4) 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.

The Trust’s net profits interest (“NPI”), which is the only asset of the Trust other than cash reserves held for future Trust expenses, 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.

Trust Termination

The Trust will wind up its affairs and terminate shortly after the earlier of (a) the NPI termination date or (b) the sale of the net profits interest. The NPI termination date is the later to occur of (1) December 31, 2021, or (2) the time when 11.79 MMBOE (10.61 MMBOE to the 90% net profits interest) have been produced from the underlying properties and sold, which is estimated to be December 31, 2021 based on the Trust’s year-end 2017 reserve report. After the termination of the Trust, it will pay no further distributions.

The market price of the Trust units will decline to zero at the termination of the Trust, which will occur around or shortly after the termination or sale of the net profits interest. 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, if any, should be considered by investors as a return of capital, with the remainder being considered as a return on investment.

Net Profits Interest Overview

As of December31, 2017, on a cumulative accrual basis, 7.95 MMBOE (75%) of the Trust’s total 10.61 MMBOE have been produced and sold or divested. Based on the Trust’s reserve report for the underlying properties as of December 31, 2017, the Trust’s 10.61 MMBOE are projected to be produced by December 31, 2021, shortly after which the Trust would terminate. The 2017 year-end reserve report reflects expected annualized production decline rates of approximately 13.3% for oil and 25.9% for gas between 2018 and 2021, which estimates are derived from NYMEX oil and gas prices of $51.34 per Bbl and $2.98 per MMbtu as calculated pursuant to current SEC and FASB guidelines. As of January  31, 2018,the NYMEX oil and gas prices were $64.73 per Bbl and $3.00 per MMBtu, respectively.

Although oil and gas prices have stabilized since the lows experienced during the 2016 distribution periods, oil and gas prices historically have been volatile and may fluctuate widely in the future.  As a result of the low commodity prices experienced during 2016, the Trust did not have sufficient available funds to make any distributions to unitholders during the first three calendar quarters of 2016, and the NPI generated relatively low distributable income for the fourth quarter of 2016. Additionally, in the current commodity price environment, the Trust’s distributions have increased sensitivity to fluctuations in operating and capital expenditures, as was the case for the third quarterly payment period of 2017 which resulted in a cash distribution of approximately $0.01 per Trust unit. If the NPI generates net losses or limited net proceeds, the net profits interest may not provide sufficient funds to the Trustee to enable it to pay all of the Trust’s administrative expenses.

The Trust is unable to predict future commodity prices. Lower commodity prices are likely to cause a reduction in the amount of oil, natural gas and natural gas liquids that is economic to produce from the underlying properties, which may in turn extend the length of time required to produce the Trust’s 10.61 MMBOE. Alternatively, higher commodity prices may potentially result in an increase in the amount of oil, natural gas and natural gas liquids that is economic to produce from the underlying properties, however, higher prices could result in increases in costs of materials, services and personnel. Furthermore, cash distributions to unitholders may decline at a faster rate than the rate of production due to industry-specific risks and uncertainties such as (i) oil and gas price declines, (ii) fixed and semi-variable costs not decreasing as fast as production volumes, (iii) expected future development being delayed, reduced or cancelled or (iv) increased operating or capital expenditures for non-operated properties that are outside the control of Whiting or the Trust.

Forward-Looking Statements

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 estimated time when the Trust will terminate is based on the Trust’s reserve report of the underlying properties as of December 31, 2017 and is subject to the assumptions contained therein. Additionally, the estimated time when the market price of the Trust units should decline to zero is based on the economic rights of the Trust units. The trading price of the Trust units is

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affected by factors outside of the control of the Trust or Whiting, including actions of market participants, among others. 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, uncertainty as to the timing of any such production,risks inherent in theoperation,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.

Contact:	Whiting USA Trust II
	The Bank of New York Mellon Trust Company, N.A., as Trustee
	Mike Ulrich
	(512) 236-6599
	601 Travis Street, 16th Floor, Houston, TX 77002
	http://WhitingWHZ.investorhq.businesswire.com/

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