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 subsidiary Whiting Oil and Gas 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 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 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 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. 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 $57.13 per Bbl for the first nine months of 2009. Similarly, the 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 $3.93 for the first nine 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
Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 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 nine months ended September 30, 2009 (consisting of the February, May and August 2009 distributions) and September 30, 2008 (consisting of the May and August 2008 distributions):

                                                                      Nine Months Ended September 30,
                                                                        2009                     2008
Sales Volumes:
Oil from underlying properties (Bbls)                                      640,095 (a)            439,010 (c)
Natural gas from underlying properties (Mcf)                             2,785,312 (b)          1,788,331 (d)

Total production (BOE)                                                   1,104,314                737,065
Average Sales Prices:
Oil (per Bbl)                                                     $          45.76           $      96.02
Effect of oil hedges on average price (per Bbl)                              17.09                  (0.22 )

Oil net of hedging (per Bbl)                                      $          62.85           $      95.80

Natural gas (per Mcf)                                             $           4.43           $       8.19
Effect of natural gas hedges on average price (per Mcf)                       1.13                      -

Natural gas net of hedging (per Mcf)                              $           5.56           $       8.19
Costs (per BOE):
Lease operating expenses                                          $          18.10           $      16.69
Production taxes                                                  $           2.60           $       5.48
Revenues:
Oil sales                                                         $     29,291,050 (a)       $ 42,155,092 (c)
Natural gas sales                                                       12,337,809 (b)         14,640,784 (d)

Total revenues                                                    $     41,628,859           $ 56,795,876
Costs:
Lease operating expenses                                          $     19,984,966           $ 12,301,866
Production taxes                                                         2,873,809              4,037,136
Cash settlement payments (gains received) on commodity
derivatives                                                            (14,078,124 )               95,646

Total costs                                                       $      8,780,651           $ 16,434,648

Net proceeds                                                      $     32,848,208           $ 40,361,228

Net profits percentage                                                          90 %                   90 %

Income from net profits interest                                  $     29,563,389           $ 36,325,105

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

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

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

(d) Natural gas volumes and sales for the nine months ended September 30, 2008 generally represent gas production from January through May 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 decreased $15.2 million or 27% for the first nine 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 46% or 201 MBOE and gas sales volumes increased 56% or 997 MMcf for the nine months ended September 30, 2009 as compared to the same period in 2008. These volume increases were due to the fact that there were three NPI distributions and therefore nine months of oil and gas production for the nine months ended September 30, 2009 compared to only two NPI distributions, which included six months of oil and five months of gas production, during the nine months ended September 30, 2008. There were only two NPI distributions during the nine months ending September 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 estimated to decline at a rate of approximately 14.4% annually from 2009 to 2021, based on the reserve report at December 31, 2008. More than offsetting this increase in volumes between periods was a substantial decline in realized commodity prices. The average price realized for oil before the effects of hedging decreased 52% between periods, and the average price realized for natural gas before the effects of hedging decreased 46%.

Lease Operating Expenses. Lease operating expenses increased $7.7 million or 62% from the first nine months of 2008 to the first nine months of 2009 because there were three NPI distributions and therefore nine months of LOE during the nine months ended September 30, 2009, as compared to two NPI distributions and only six months of LOE during the nine months ended September 30, 2008. Lease operating expenses per BOE increased from $16.69 during the first nine months of 2008 to $18.10 during the same period in 2009. The 8% 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 during the first nine months of 2009 decreased $1.2 million or 29% over the same period in 2008, primarily due to lower oil and natural gas sales between periods. Production taxes for the first nine months of 2009 and 2008 were 6.9% and 7.1%, respectively, of oil and gas sales.

Cash Settlements on Commodity Derivatives. Whiting entered into certain costless collar hedge contracts for the benefit of the Trust prior to the conveyance. Cash settlements relating to the hedges resulted in a gain of $14.1 million for the nine months ended September 30, 2009, which had the effect of increasing the average price of oil and natural gas net of hedging by $17.09 per Bbl and $1.13 per Mcf, respectively. Cash settlements relating to the hedges resulted in a deduction of $95,646, or $0.22 per Bbl, for the nine months ended September 30, 2008. There were no cash settlements on natural gas derivatives for the nine months ended September 30, 2008.

Distributable Income. For the nine months ended September 30, 2009, the Trust's distributable income was $28.7 million and was based on income from net profits interest of $29.6 million less estimated Trust expenses of $775,000 and Montana state income tax withholdings of $112,543. This compares to distributable income of $35.5 million during the first nine months of 2008, which was based on income from net profits interest of $36.3 million less $550,000 for estimated Trust expenses and $235,499 for Montana state income tax withholdings.

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

                                                                     Three Months Ended September 30,
                                                                        2009                     2008
Sales Volumes:
Oil from underlying properties (Bbls)                                      219,964 (a)            234,986 (c)
Natural gas from underlying properties (Mcf)                               939,727 (b)            998,476 (d)

Total production (BOE)                                                     376,585                401,399
Average Sales Prices:
Oil (per Bbl)                                                     $          47.21           $     103.93
Effect of oil hedges on average price (per Bbl)                              10.91                  (0.40 )

Oil net of hedging (per Bbl)                                      $          58.12           $     103.53

Natural gas (per Mcf)                                             $           3.04           $       8.86
Effect of natural gas hedges on average price (per Mcf)                       1.55                      -

Natural gas net of hedging (per Mcf)                              $           4.59           $       8.86
Costs (per BOE):
Lease operating expenses                                          $          17.06           $      17.18
Production taxes                                                  $           2.58           $       5.82
Revenues:
Oil sales                                                         $     10,385,451 (a)       $ 24,423,282 (c)
Natural gas sales                                                        2,852,156 (b)          8,844,908 (d)

Total revenues                                                    $     13,237,607           $ 33,268,190
Costs:
Lease operating expenses                                          $      6,424,668           $  6,896,759
Production taxes                                                           970,054              2,335,709
Cash settlement payments (gains received) on commodity
derivatives                                                             (3,859,608 )               95,646

Total costs                                                       $      3,535,114           $  9,328,114

Net proceeds                                                      $      9,702,493           $ 23,940,076

Net profits percentage                                                          90 %                   90 %

Income from net profits interest                                  $      8,732,245           $ 21,546,068

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

(b) Natural gas volumes and sales for the three months ended September 30, 2009 generally represent gas production from March through May 2009.

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

(d) Natural gas volumes and sales for the three months ended September 30, 2008 generally represent gas production from March through May 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 sales revenues, lease operating expenses, production taxes, and cash settlements on commodity derivatives as follows:
Revenues. Oil and natural gas revenues decreased $20.0 million during the quarter ended September 30, 2009 as compared to the same period in 2008. Revenues are a function of average sales prices and volumes sold. The decrease in revenues between periods was 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 55%, while the average price for natural gas before the effects of hedging decreased 66%. Oil sales volumes decreased 6% or 15 MBOE and gas sales volumes decreased 6% or 59 MMcf in the third quarter of 2009 as compared to the same

period in 2008, primarily due to normal field decline. Oil and gas production attributable to the underlying properties is estimated to decline at a rate of approximately 14.4% annually from 2009 to 2021, based on the reserve report at December 31, 2008.

Lease Operating Expenses. Lease operating expenses decreased $472,091 or 7% from the third quarter of 2008 to the third quarter of 2009 due to lower ad valorem taxes and a lower level of required well maintenance activities. For these same reasons, lease operating expenses per BOE decreased from $17.18 during the third quarter of 2008 to $17.06 during the same period in 2009.

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 during the third quarter of 2009 decreased $1.4 million or 58% over the same period in 2008, primarily due to lower oil and natural gas sales. Production taxes for the third quarter of 2009 and 2008 were 7.3% and 7.0%, respectively, of oil and gas sales.

Cash Settlements on Commodity Derivatives. Whiting entered into certain costless collar hedge contracts for the benefit of the Trust prior to the conveyance. Cash settlements relating to the hedges resulted in a gain of $3.9 million for the three months ended September 30, 2009, which had the effect of increasing the average price of oil and natural gas net of hedging by $10.91 per Bbl and $1.55 per Mcf, respectively. Cash settlements relating to the hedges resulted in a deduction of $95,646, or $0.40 per Bbl, for the three months ended September 30, 2008. There were no cash settlements on natural gas derivatives for the three months ended September 30, 2008.

Distributable Income. For the three months ended September 30, 2009, the Trust's distributable income was $8.4 million and was based on income from net profits interest of $8.7 million less estimated Trust expenses of $300,000 and Montana state income tax withholdings of $35,345. This compares to distributable income of $21.2 million during the third quarter of 2008, which was based on income from net profits interest of $21.5 million less $250,000 for estimated Trust expenses and $139,323 for Montana state income tax withholdings. Results of Underlying Property Operations Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 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 nine months ended September 30, 2009 and 2008 so that investors can review comparative results of operations for those periods. The underlying properties' results of operations for the nine months ended September 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 nine months ended September 30, 2009 and 2008.

                                                                      Nine Months Ended September 30,
                                                                        2009                     2008
Revenues:
Oil sales                                                         $     27,513,927 (a)       $ 66,206,782 (c)
Natural gas sales                                                       10,124,679 (b)         27,176,069 (d)

Total revenues                                                          37,638,606             93,382,851

Direct operating expenses:
Lease operating expenses                                                18,660,916             19,808,005
Production taxes                                                         2,673,376              6,542,209
Cash settlement payments (gains received) on commodity
derivatives                                                            (12,767,693 )              175,949

Total direct operating expenses                                          8,566,599             26,526,163

Excess of revenues over direct operating expenses                 $     29,072,007           $ 66,856,688

Operating data:
Oil (Bbls)                                                                 634,688 (a)            666,344 (c)
Natural gas (Mcf)                                                        2,730,929 (b)          3,224,839 (d)

Total production (BOE)                                                   1,089,843              1,203,818
Average Sales Prices:
Oil (per Bbl)                                                     $          43.35           $      99.36
Effect of oil hedges on average price (per Bbl)                              13.31                  (0.27 )

Oil net of hedging (per Bbl)                                      $          56.66           $      99.09

Natural gas (per Mcf)                                             $           3.71           $       8.43
Effect of natural gas hedges on average price (per Mcf)                       1.58                      -

Natural gas net of hedging (per Mcf)                              $           5.29           $       8.43

Per BOE data:
Lease operating expenses                                          $          17.12           $      16.45
Production taxes                                                  $           2.45           $       5.43
Drilling and development capital expenditures                     $        819,828           $  4,372,263

(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 nine months ended September 30, 2009, as presented on a cash basis, generally represent crude oil production from December 2008 through August 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 nine months ended September 30, 2009, as presented on a cash basis, generally represent gas production from November 2008 through July 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 nine months ended September 30, 2008, as presented on a cash basis, generally represent crude oil production from December 2007 through August 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 nine months ended September 30, 2008, as presented on a cash basis, generally represent gas production from November 2007 through July 2008.

Revenues. Oil and natural gas revenues decreased $55.7 million or 60% for the first nine months 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 both crude oil and natural gas before the effects of hedging each decreased 56% between periods. In addition, oil sales volumes decreased 5% or 32 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 decreased 15% or 494 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 estimated to decline at a rate of approximately 14.4% annually from 2009 to 2021.
Lease Operating Expenses. Lease operating expenses decreased $1.1 million or 6%, from the first nine months of 2008 to the first nine months of 2009, primarily due to lower ad valorem taxes and fuel costs and a lower level of required well maintenance activities. Lease operating expenses per BOE increased from $16.45 during the first nine months of 2008 to $17.12 during the same period in 2009. The 4% increase on a BOE basis was caused by a greater decrease in production volumes than in cash costs incurred.

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 during the first nine months of 2009 decreased $3.9 million or 59% over the same period in 2008, primarily due to lower oil and natural gas sales. Production taxes for the first nine months of 2009 and 2008 were 7.1% and 7.0%, respectively, of oil and gas sales.
Cash Settlements on 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 $12.8 million for the nine months ended September 30, 2009, which had the effect of increasing the average price of oil and natural gas net of hedging by $13.31 per Bbl and $1.58 per Mcf, respectively. Cash settlements relating to the conveyed hedges resulted in a deduction of $175,949, or $0.27 per Bbl, for the nine months ended September 30, . . .