Summary of WHITING USA TRUST I

Item 2. Trustee's Discussion and Analysis of Financial Condition and Results of
Operations.
References to the "Trust" in this item refer to Whiting USA Trust I, while references to "Whiting" in this document refer to Whiting Petroleum Corporation and its wholly-owned subsidiaries, Whiting Oil and Gas Corporation and Equity Oil Company.
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 2008 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 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 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," "projects," "intends" or similar expressions are intended to identify such forward-looking statements. The following important factors, in addition to those discussed elsewhere in this Form 10-Q, could affect the future results of the energy industry in general, and Whiting and the Trust in particular, and could cause actual results to differ materially from those expressed in such forward-looking statements:
• the effect of changes in commodity prices and conditions in the capital markets;

• the effects of global credit, financial and economic issues;

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

• risks incident to the operation of oil and natural gas wells;

• future production 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 from others 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 Annual Report filed 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 Trust assumes no obligation, and disclaims any duty, to update these forward-looking statements. Overview
The Trust does not conduct any operations or activities. The Trust's purpose is, in general, to hold the NPI, to distribute to the Trust unitholders cash that the Trust receives in respect of the NPI and to perform certain administrative functions in respect of the NPI and the

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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. Oil and natural gas prices have fallen significantly since their third quarter 2008 levels. For example, the daily average NYMEX oil price was $118.13 per Bbl for the third quarter of 2008, $58.75 per Bbl for the fourth quarter of 2008 and $51.46 per Bbl for the first six months of 2009. Similarly, daily average NYMEX natural gas prices have declined from $10.27 per Mcf for the third quarter of 2008 to $6.96 per Mcf for the fourth quarter of 2008 and $4.21 for the first six months of 2009. In general, lower oil and gas prices on production from the underlying properties could cause the following: (i) a reduction in the amount of the net proceeds to which the Trust is entitled; (ii) an extension of the length of time required to produce 9.11 MMBOE (8.20 MMBOE to the 90% NPI); and
(iii) a reduction in the amount of oil, natural gas and natural gas liquids that is economic to produce from the underlying properties. Results of Trust Operations
Six Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008 The Trust was formed in October 2007. The conveyance of the NPI, however, did not occur until April 2008. As a result, the Trust did not recognize any income or make any distributions during the quarter ended March 31, 2008. The following is a summary of income from net profits interest received by the Trust for the six months ended June 30, 2009 (consisting of the February and May 2009 distributions) and June 30, 2008 (consisting of the May 2008 distribution):

                                                                       Six Months Ended June 30,
                                                                      2009                   2008
Sales Volumes:
Oil from underlying properties (Bbls)                                   420,131 (a)           204,026 (c)
Natural gas from underlying properties (Mcf)                          1,845,585 (b)           789,837 (d)

Total production (BOE)                                                  727,729               335,665
Average Sales Prices:
Oil (per Bbl)                                                     $       45.00          $      86.91
Effect of oil hedges on average price (per Bbl)                           20.32                     -

Oil net of hedging (per Bbl)                                      $       65.32          $      86.91

Natural gas (per Mcf)                                             $        5.14          $       7.34
Effect of natural gas hedges on average price (per Mcf)                    0.91                     -

Natural gas net of hedging (per Mcf)                              $        6.05          $       7.34
Costs (per BOE):
Lease operating expenses                                          $       18.63          $      16.10
Production taxes                                                  $        2.62          $       5.07
Revenues:
Oil sales                                                         $  18,905,599 (a)      $ 17,731,810 (c)
Natural gas sales                                                     9,485,653 (b)         5,795,876 (d)

Total revenues                                                    $  28,391,252          $ 23,527,686
Costs:
Lease operating expenses                                          $  13,560,298          $  5,405,107
Production taxes                                                      1,903,755             1,701,427
Cash settlement gains received on commodity derivatives             (10,218,516 )                   -

Total costs                                                       $   5,245,537          $  7,106,534

Net proceeds                                                      $  23,145,715          $ 16,421,152

Net profits percentage                                                       90 %                  90 %

Income from net profits interest                                  $  20,831,144          $ 14,779,037

(a) Oil volumes and sales for the six months ended June 30, 2009 generally represent crude oil production from October 2008 through March 2009.

(b) Natural gas volumes and sales for the six months ended June 30, 2009 generally represent gas production from September 2008 through February 2009.

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(c) Oil volumes and sales for the six months ended June 30, 2008 generally represent crude oil production from January through March 2008.

(d) Natural gas volumes and sales for the six months ended June 30, 2008 generally represent gas production from January and February 2008.

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 cash settlements on commodity derivatives as follows:
Revenues. Oil and natural gas revenues increased $4.9 million or 21% for the first six months of 2009 compared to the same period in 2008. Revenues are a function of volumes sold and average sales prices. Oil sales volumes increased 106% or 216 MBOE and gas sales volumes increased 134% or 1.1 MMcf compared to the same period in 2008. This volume increase was due to the fact that there were two NPI distributions and therefore six months of oil and gas production for the six months ended June 30, 2009 compared to only one NPI distribution, which included three months of oil and two months of gas production, during the six months ended June 30, 2008. There was only one NPI distribution during the six months ending June 30, 2008 because the NPI was conveyed effective for production from the underlying properties beginning January 1, 2008. Despite this increase in production volumes between periods, oil and gas production attributable to the underlying properties is expected to decline at a year over year rate of approximately 14.4% between 2009 and 2021, based on the reserve report at December 31, 2008. Partially offsetting the substantial increase in volumes between periods was a decrease in realized prices. The average price realized for oil before the effects of hedging decreased 48% between periods, and the average price realized for natural gas before the effects of hedging decreased 30%.
Lease Operating Expenses. Lease operating expenses increased $8.2 million or 151% from the first half of 2008 to the first half of 2009 because there were two NPI distributions and therefore six months of LOE during the six months ended June 30, 2009, as compared to one NPI distribution and only three months of LOE during the six months ended June 30, 2008. Lease operating expenses per BOE increased from $16.10 during the first half of 2008 to $18.63 during the same period in 2009. The 16% increase on a BOE basis was primarily caused by the timing of receipt and cash disbursements for expenditures.
Production Taxes. Production taxes are generally calculated as a percentage of oil and gas revenues before the effects of hedging. All credits and exemptions allowed in the various taxing jurisdictions are fully utilized. Production taxes for the first half of 2009 and 2008 were 6.7% and 7.2%, respectively, of oil and gas sales.
Gain on Settlement of Commodity Derivatives. Whiting entered into certain costless collar hedge contracts for the benefit of the Trust prior to the conveyance. Amounts due to the counterparty under the hedge contracts increase costs that are deducted from amounts payable to the Trust; amounts received from the counterparty under the hedge contracts reduce costs that would otherwise be deducted from amounts due to the Trust. Cash settlements relating to the hedges resulted in a gain of $10.2 million for the six months ended June 30, 2009, which had the effect of increasing the average price of oil and natural gas net of hedging by $20.32 per Bbl and $0.91 per Mcf, respectively. There were no gains or losses recognized on hedges during the first half of 2008. Distributable Income. For the six months ended June 30, 2009, the Trust's distributable income was $20.3 million and was based on income from net profits interest of $20.8 million less estimated Trust expenses of $475,000 and Montana state income tax withholdings of $77,198. This compares to distributable income of $14.4 million during the first half of 2008, which was based on income from net profits interest of $14.8 million less $300,000 for estimated Trust expenses and $96,176 for Montana state income tax withholdings.

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Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008 The following is a summary of income from net profits interest received by the Trust for the three months ended June 30, 2009 (consisting of the May 2009 distribution) and June 30, 2008 (consisting of the May 2008 distribution):

                                                                      Three Months Ended June 30,
                                                                      2009                   2008
Sales Volumes:
Oil from underlying properties (Bbls)                                   204,714 (a)           204,026 (c)
Natural gas from underlying properties (Mcf)                            902,384 (b)           789,837 (d)

Total production (BOE)                                                  355,111               335,665
Average Sales Prices:
Oil (per Bbl)                                                     $       35.44          $      86.91
Effect of oil hedges on average price (per Bbl)                           24.18                     -

Oil net of hedging (per Bbl)                                      $       59.62          $      86.91

Natural gas (per Mcf)                                             $        4.49          $       7.34
Effect of natural gas hedges on average price (per Mcf)                    1.52                     -

Natural gas net of hedging (per Mcf)                              $        6.01          $       7.34
Costs (per BOE):
Lease operating expenses                                          $       17.17          $      16.10
Production taxes                                                  $        2.17          $       5.07
Revenues:
Oil sales                                                         $   7,255,558 (a)      $ 17,731,810 (c)
Natural gas sales                                                     4,049,008 (b)         5,795,876 (d)

Total revenues                                                    $  11,304,566          $ 23,527,686
Costs:
Lease operating expenses                                          $   6,098,524          $  5,405,107
Production taxes                                                        770,032             1,701,427
Cash settlement gains received on commodity derivatives              (6,323,384 )                   -

Total costs                                                       $     545,172          $  7,106,534

Net proceeds                                                      $  10,759,394          $ 16,421,152

Net profits percentage                                                       90 %                  90 %

Income from net profits interest                                  $   9,683,455          $ 14,779,037

(a) Oil volumes and sales for the three months ended June 30, 2009 generally represent crude oil production from January through March 2009.

(b) Natural gas volumes and sales for the three months ended June 30, 2009 generally represent gas production from December 2008 through February 2009.

(c) Oil volumes and sales for the three months ended June 30, 2008 generally represent crude oil production from January through March 2008.

(d) Natural gas volumes and sales for the three months ended June 30, 2008 generally represent gas production from January and February 2008.

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primarily due to the significant decline in market prices for oil and natural gas. The average price for oil before the effects of hedging decreased 59%, while the average price for natural gas before the effects of hedging decreased 39%. Partially offsetting the decline in commodity prices was an increase in production volumes. Production volumes included in total revenues for the three-month period ended June 30, 2009 increased to 355.1 MBOE from 335.7 MBOE for the second quarter of 2008, primarily due to three months of natural gas production included in the May 2009 NPI distribution, while only two months of natural gas production were included in the May 2008 NPI distribution. December 2007 natural gas production volumes were not included in the May 2008 NPI distribution because the NPI was conveyed effective for production from the underlying properties beginning January 1, 2008. This decrease was minimally offset by production from new wells drilled.
Lease Operating Expenses. Lease operating expenses increased $693,417 or 13% from the second quarter of 2008 to the second quarter of 2009 because of LOE associated with the three months of natural gas production during the first quarter of 2009 (as explained above) compared to LOE associated with only 2 months of gas production during the first quarter of 2008. Lease operating expenses per BOE increased from $16.10 during the second quarter of 2008 to $17.17 during the same period in 2009. The 7% increase on a BOE basis was primarily caused by lower production volumes combined with the timing of receipt and cash disbursements for expenditures.
Production Taxes. Production taxes are generally calculated as a percentage of oil and gas revenues before the effects of hedging. All credits and exemptions allowed in the various taxing jurisdictions are fully utilized. Production taxes for the second quarter of 2009 and 2008 were 6.8% and 7.2%, respectively, of oil and gas sales.
Gain on Settlement of Commodity Derivatives. Whiting entered into certain costless collar hedge contracts for the benefit of the Trust prior to the conveyance. Amounts due to the counterparty under the hedge contracts increase costs that are deducted from amounts payable to the Trust; amounts received from the counterparty under the hedge contracts reduce costs that would otherwise be deducted from amounts due to the Trust. Cash settlements relating to the hedges resulted in a gain of $6.3 million for the three months ended June 30, 2009, which had the effect of increasing the average price of oil and natural gas net of hedging by $24.18 per Bbl and $1.52 per Mcf, respectively. There were no gains or losses recognized on hedges during the same period in 2008. Distributable Income. For the three months ended June 30, 2009, the Trust's distributable income was $9.4 million and was based on income from net profits interest of $9.7 million less estimated Trust expenses of $300,000 and Montana state income tax withholdings of $19,772. This compares to distributable income of $14.4 million during the second quarter of 2008, which was based on income from net profits interest of $14.8 million less $300,000 for estimated Trust expenses and $96,176 for Montana state income tax withholdings.

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Results of Underlying Property Operations Six Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008 Because the Trust had not engaged in any activities during the three months ended March 31, 2008 other than organizational activities, the Trust is providing financial information with respect to the underlying properties for the six months ended June 30, 2009 and 2008 so that investors can review comparative results of operations for those periods. The underlying properties' results of operations for the six months ended June 30, 2009 and 2008 are presented on a cash basis of accounting in the table below and in the related comparative period discussion, and this cash basis presentation is consistent with the Trust's financial statements, which have been prepared on a modified cash basis. The table below sets forth revenues and direct operating expenses, as well as operating data, relating to the underlying properties for the six months ended June 30, 2009 and 2008.

                                                                       Six Months Ended June 30,
                                                                      2009                   2008
Revenues:
Oil sales                                                         $  15,809,414 (a)      $ 40,461,859 (c)
Natural gas sales                                                     7,308,075 (b)        15,771,948 (d)

Total revenues                                                       23,117,489            56,233,807

Direct operating expenses:
Lease operating expenses                                             12,542,231            12,632,624
Production taxes                                                      1,606,528             3,971,553
Cash settlement gains received on commodity derivatives             (10,182,992 )                   -

Total direct operating expenses                                       3,965,767            16,604,177

Excess of revenues over direct operating expenses                 $  19,151,722          $ 39,629,630

Operating data:
Oil (Bbls)                                                              423,190 (a)           446,068 (c)
Natural gas (Mcf)                                                     1,828,849 (b)         2,123,805 (d)

Total production (BOE)                                                  727,998               800,035
Average Sales Prices:
Oil (per Bbl)                                                     $       37.36          $      90.71
Effect of oil hedges on average price (per Bbl)                           17.36                     -

Oil net of hedging (per Bbl)                                      $       54.72          $      90.71

Natural gas (per Mcf)                                             $        4.00          $       7.43
Effect of natural gas hedges on average price (per Mcf)                    1.55                     -

Natural gas net of hedging (per Mcf)                              $        5.55          $       7.43

Per BOE data:
Lease operating expenses                                          $       17.23          $      15.79
Production taxes                                                  $        2.21          $       4.96
Drilling and development capital expenditures                     $     833,226          $  2,719,761

(a) Because of the one-month interval between the time crude oil volumes are produced and the receipt of oil sales proceeds by Whiting, oil volumes and sales for the six months ended June 30, 2009, as presented on a cash basis, generally represent crude oil production from December 2008 through May 2009.

(b) Because of the two-month interval between the time natural gas volumes are produced and the receipt of natural gas sales proceeds by Whiting, natural gas volumes and sales for the six months ended June 30, 2009, as presented on a cash basis, generally represent gas production from November 2008 through April 2009.

(c) Because of the one-month interval between the time crude oil volumes are produced and the receipt of oil sales proceeds by Whiting, oil volumes and sales for the six months ended June 30, 2008, as presented on a cash basis, generally represent crude oil production from December 2007 through May 2008.

(d) Because of the two-month interval between the time natural gas volumes are produced and the receipt of natural gas sales proceeds by Whiting, natural gas volumes and sales for the six months ended June 30, 2008, as presented on a cash basis, generally represent gas production from November 2007 through April 2008.

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Revenues. Oil and natural gas revenues decreased $33.1 million or 59% for the first half of 2009 compared to the same period in 2008. Revenues are a function of average sales prices and volumes sold. The average price realized for oil before the effects of hedging decreased 59% between periods, while the average price realized for natural gas before the effects of hedging decreased 46%. In addition, oil sales volumes decreased 5% or 22.9 MBbls compared to the same period in 2008, primarily due to normal field production decline, which was minimally offset by production from new wells drilled. Gas sales volumes also decreased 14% or 295 MMcf between periods primarily due to normal field decline, which was also minimally offset by production from new wells drilled. Based upon the reserve report at December 31, 2008, oil and gas production attributable to the underlying properties is expected to decline at a year over year rate of approximately 14.4% between 2009 and 2021.
Lease Operating Expenses. Lease operating expenses remained consistent, decreasing only $90,393 or 1%, from the first six months of 2008 to the first six months of 2009. Lease operating expenses per BOE increased from $15.79 during the first half of 2008 to $17.23 during the same period in 2009. The 9% increase on a BOE basis was caused by lower production volumes.
Production Taxes. Production taxes are generally calculated as a percentage of oil and gas revenues before the effects of hedging. All credits and exemptions allowed in the various taxing jurisdictions are fully utilized. Production taxes for the first half of 2009 and 2008 were 6.9% and 7.1%, respectively, of oil and gas sales.
Gain on Settlement of Commodity Derivatives. Whiting entered into certain costless collar hedge contracts in which the rights to any future hedge payments made or received were conveyed to the Trust on April 30, 2008. Cash settlements relating to the conveyed hedges resulted in a gain of $10.2 million for the six months ended June 30, 2009, which had the effect of increasing the average price of oil and natural gas net of hedging by $17.36 per Bbl and $1.55 per Mcf, respectively. There were no gains or losses recognized on hedges during the first half of 2008.
Excess of Revenues Over Direct Operating Expenses. Excess of revenues over direct operating expenses decreased $20.5 million from the first six months of 2008 to the same period in 2009. The reasons for this decrease included a 40% decrease in oil prices net of hedging and a 25% decrease in gas prices net of hedging between periods, in addition to a 9% decrease in equivalent volumes sold. These factors were offset by the decline in lease operating expenses and production taxes between periods.
Liquidity and Capital Resources . . .