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): October 6, 2014

Whiting Petroleum Corporation

(Exact name of registrant as specified in its charter)

1700 Broadway, Suite 2300, Denver, Colorado 80290-2300

(Address of principal executive offices, including ZIP code)

(303) 837-1661

(Registrant’s telephone number, including area code)

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:

On July 13, 2014, Whiting Petroleum Corporation (the “Company” or “Whiting”) entered into a definitive agreement among a wholly-owned subsidiary of the Company (“Whiting Canadian Sub”) and Kodiak Oil & Gas Corp. (“Kodiak”) under which Whiting Canadian Sub would acquire all of the outstanding common shares of Kodiak as part of a plan of arrangement (the “arrangement”). In connection with the arrangement, the Company anticipates filing with the U.S. Securities and Exchange Commission a Consent Solicitation Statement / Prospectus Supplement (the “Prospectus Supplement”), which will supplement the base prospectus dated July 11, 2014 (together with the Prospectus Supplement, the “Prospectus”) contained in the Company’s Registration Statement on Form S-3 (Reg. No. 333-183729), to solicit the consent of the holders of senior notes issued by Kodiak (the “Kodiak Notes”) to proposed amendments to the indentures under which the Kodiak Notes were issued and to offer a guarantee from Whiting of the Kodiak Notes and a cash payment in respect of consents delivered in the Consent Solicitations (the “Consent Solicitations and Offers to Guarantee”). The terms and conditions of the Consent Solicitations and Offers to Guarantee will be set forth in the Prospectus and related letter of consent, a copy of which is filed as Exhibit 99.1 to this Current Report and incorporated by reference herein.

Ratio of Earnings to Fixed Charges

The computation of Whiting’s ratio of earnings to fixed charges for the six months ended June 30, 2014 and the years ended December 31, 2013, 2012, 2011, 2010 and 2009, as well as Whiting’s pro forma ratio of earnings to fixed charges for the six months ended June 30, 2014 and the year ended December 31, 2013 is filed as Exhibit 12.1 to this Current Report on Form 8-K and incorporated by reference herein.

The computation of Kodiak’s ratio of earnings to fixed charges for the six months ended June 30, 2014 and the years ended December 31, 2013, 2012, 2011, 2010 and 2009 is filed as Exhibit 12.2 to this Current Report on Form 8-K and incorporated by reference herein.

Kodiak Financial Statements

The consolidated balance sheets of Kodiak as of December 31, 2013 and 2012, the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2013, 2012 and 2011 and notes to such consolidated financial statements are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

The condensed consolidated balance sheets of Kodiak as of June 30, 2014 and December 31, 2013, the related condensed consolidated statements of operations and cash flows for the three and six months ended June 30, 2014 and June 30, 2013, and notes to such condensed consolidated financial statements are filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference herein.

Unaudited Pro Forma Combined Financial Information

Unaudited pro forma combined financial information of the Company giving effect to the arrangement and the Company’s sale on July 15, 2013 of its interests in certain oil and gas producing properties located in the Postle and Northeast Hardesty fields in Texas County, Oklahoma is filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.

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Update on Litigation Relating to the Arrangement

In connection with the arrangement, six purported class action lawsuits were filed on behalf of Kodiak shareholders in the United States District Court for the District of Colorado: Quigley and Koelling v. Whiting Petroleum Corporation, et al., Case No. 1:14-cv-02023, filed July 22, 2014 (the plaintiffs voluntarily dismissed this lawsuit on September 24, 2014; Fioravanti v. Krysiak, et al., Case No. 1:14-cv-02037, filed July 23, 2014 (the “Fioravanti Case”); Wilkinson v. Whiting Petroleum Corporation, et al., Case No. 1:14-cv-2074, filed July 25, 2014; Goldsmith v. Krysiak, et al., Case No. 1:14-cv-2098, filed July 29, 2014; Rogowski v. Whiting Petroleum Corporation, et al., Case No. 1:14-cv-2136, filed July 31, 2014 (the “Rogowski Case”); and Reiter v. Peterson, et al., Case No. 1:14-cv-02176, filed August 6, 2014, and one purported class action lawsuit was filed on behalf of Kodiak shareholders in Denver District Court, State of Colorado: The Booth Family Trust v. Kodiak Oil & Gas Corp., et al., Case No. 14-cv-32947, filed July 25, 2014 (the “Booth Case”). This last case was removed to the United States District Court for the District of Colorado on September 4, 2014 and is pending in that court now as Case No. 1:14-cv-2457. On October 2, 2014, the defendants filed a motion in the Fioravanti Case to consolidate all the pending actions before a single judge. It is possible that other related suits could subsequently be filed. The allegations in the six remaining lawsuits are similar. They purport to be brought as class actions on behalf of all shareholders of Kodiak. The complaints name as defendants the individual members of the Kodiak board of directors, Whiting and Whiting Canadian Sub and list Kodiak as a nominal party or a defendant. Additionally, one complaint lists James Henderson, Kodiak’s Chief Financial Officer, as a defendant. The complaints allege that the Kodiak board of directors breached its fiduciary duties to Kodiak shareholders by, among other things, failing to engage in a fair sale process before approving the arrangement and to maximize shareholder value in connection with the arrangement. Specifically, the complaints allege that the Kodiak board of directors undervalued Kodiak in connection with the arrangement and that the Kodiak board of directors agreed to certain deal protection mechanisms that precluded Kodiak from obtaining competing offers. The complaints also allege that Whiting and Whiting Canadian Sub aided and abetted the Kodiak board of director’s alleged breaches of fiduciary duties. The complaints seek, among other things, injunctive relief preventing the closing of the arrangement, rescission of the arrangement or an award of rescissory damages to the purported class in the event that the arrangement is consummated, and damages, including counsel fees and expenses. Whiting and Kodiak believe each lawsuit is without merit. The defendants filed motions to dismiss with prejudice the Fioravanti Case, the Booth Case and the Rogowski Case on September 26, 2014, October 2, 2014 and October 3, 2014, respectively, and expect to file motions to dismiss with prejudice for the remaining cases in the near future if the lawsuits are not first consolidated before a single judge.

One of the conditions to the closing of the arrangement is that no law, order, injunction or judgment has been enacted or issued by any government entity that has the effect of prohibiting the consummation of the arrangement. Consequently, if any lawsuit is successful in obtaining an injunction prohibiting Whiting or Kodiak from consummating the arrangement on the agreed upon terms, the injunction may prevent the arrangement from being completed within the expected timeframe, or at all. Furthermore, if the arrangement is prevented or delayed, the lawsuits could result in substantial costs, including any costs associated with the indemnification of directors. The defense or settlement of any lawsuit or claim that remains unresolved at the time the arrangement is completed may adversely affect the combined company’s business, financial condition or results of operations.

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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 hereunto duly authorized.

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WHITING PETROLEUM CORPORATION

FORM 8-K

EXHIBIT INDEX

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Exhibit 12.1

WHITING PETROLEUM CORPORATION AND SUBSIDIARIES

RATIO OF EARNINGS TO FIXED CHARGES

(dollars in thousands)

Exhibit 12.2

KODIAK OIL & GAS CORP.

RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (No. 333-121614) on Form S-4, Registration Statements (No. 333-183729) on Form S-3 and Registration Statements (Nos. 333-111056 and 333-190197) on Form S-8, of our report dated February 27, 2014 with respect to the consolidated financial statements of Kodiak Oil & Gas Corp. which appears in Exhibit 99.2 to this Current Report on Form 8-K.

/s/ Ernst & Young LLP

Denver, Colorado

October 6, 2014

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the references to our firm, in the context in which they appear, and to the information regarding our reserves estimates of Kodiak Oil & Gas Corp. (the “Kodiak”) as of December 31, 2013; December 31, 2012; and December 31, 2011, incorporated by reference in this Current Report on Form 8-K.

We also consent to the incorporation by reference in the Registration Statements (No. 333-121614) on Form S-4, Registration Statements (No. 333-183729) on Form S-3 and Registration Statements (Nos. 333-111056 and 333-190197) on Form S-8, of the references to our firm, in the context in which they appear, and to the information regarding our reserves estimates of Kodiak as of December 31, 2013; December 31, 2012; and December 31, 2011, which appear as Exhibit 99.2 to this Current Report on Form 8-K.

Dallas, Texas

October 6, 2014

Exhibit 99.1

Letter of Consent

WHITING PETROLEUM CORPORATION

Consent Solicitations and Offers to Guarantee Relating to:

The Tabulation Agent for the Consent Solicitation is:

Global Bondholder Services Corporation

By facsimile:

(For Eligible Institutions only):

(212) 430-3775/3779

Confirmation:

(212) 430-3774

DELIVERY OF THIS LETTER OF CONSENT (“LETTER OF CONSENT”) TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

The Instructions contained herein should be read carefully before this Letter of Consent is completed.

HOLDERS OF 2019 NOTES, 2021 NOTES AND 2022 NOTES (COLLECTIVELY, THE “KODIAK NOTES”) THAT WISH TO BE ELIGIBLE TO RECEIVE THE CONSENT PAYMENT (AS DEFINED HEREIN) PURSUANT TO THE CONSENT SOLICITATIONS AND OFFERS TO GUARANTEE MUST VALIDLY DELIVER AND NOT REVOKE THEIR CONSENTS TO THE TABULATION AGENT PRIOR TO THE EXPIRATION TIME. A HOLDER OF NOTES WHO DOES NOT SUBMIT A CONSENT IN RESPECT OF SUCH KODIAK NOTES WILL NOT BE ENTITLED TO RECEIVE A CONSENT PAYMENT IN RESPECT OF SUCH KODIAK NOTES.

All capitalized terms used and not defined herein have the meanings ascribed to them in the Consent Solicitation Statement/Prospectus Supplement dated October 6, 2014 of Whiting Petroleum Corporation, a Delaware corporation (“Whiting”) (as the same may be amended or supplemented from time to time, the “Consent Solicitation Statement/Prospectus Supplement”).

References herein to “holders” are to holders on the Record Date (as defined herein) and persons with proxies therefrom (including DTC Participants). Only holders may consent to the proposed amendments described in the Consent Solicitation Statement/Prospectus Supplement (a “Consent”), and, unless revoked by the holders in the manner described in the Consent Solicitation Statement/Prospectus Supplement, such Consents will be binding on all subsequent transferees of the Kodiak Notes with respect to which Consents were given. Any beneficial owner of Kodiak Notes held through a DTC Participant must arrange for such DTC Participant to execute and deliver a timely Consent on behalf of such beneficial owner.

In connection with the consent solicitation, Whiting is offering to (i) issue an unconditional and irrevocable guarantee (the “Whiting Guarantee”) of the prompt payment, when due, of any amount owed to the holders of the Kodiak Notes under the Kodiak Notes and the Indentures and any other amounts due pursuant to the Indentures and (ii) make a payment equal to $2.50 for each $1,000 principal amount of Kodiak Notes held (the “Consent Payment”) to holders of Kodiak Notes who provide valid and unrevoked Consents prior to the Expiration Time (the “Consent Solicitations and Offers to Guarantee”), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement/Prospectus Supplement and this Letter of Consent. In order to adopt the proposed amendments to each Indenture, Consents must be received from holders at 5:00 p.m., New York City time, on October 3, 2014 (the “Record Date”) of the Kodiak Notes in respect of at least a majority in aggregate principal amount of Kodiak Notes outstanding under such Indenture (the “Required Consents”).

By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation Statement/Prospectus Supplement.

Promptly upon receipt of the Required Consents for each Indenture, Whiting, Kodiak, the Kodiak Guarantors, the Trustee and the Canadian Trustee will execute a supplemental indenture to such Indenture (each a “Supplemental Indenture” and collectively, the “Supplemental Indentures”) that will include the proposed amendments to such Indenture and the Whiting Guarantee. The Supplemental Indentures will become effective upon their execution and delivery, but the proposed amendments will not become operative and the Whiting Guarantee will not be issued until the completion of the Arrangement. Assuming the Required Consents are obtained, the Consent Payment will be made as soon as practicable following the completion of the Arrangement. Obtaining the Required Consents and execution and delivery of the Supplemental Indentures are not conditions to the completion of the Arrangement.

None of Whiting, Kodiak, the Kodiak Guarantors, the Solicitation Agent, the Information Agent, the Tabulation Agent, the Trustee or the Canadian Trust or any of their affiliates makes any recommendation as to whether or not the Holders of the Kodiak Notes should consent to the adoption of the Proposed Amendments. Holders must make their own decisions as to whether to deliver consents.

The undersigned hereby represents and warrants that the undersigned has full power and authority to execute the Consent contained herein. The undersigned will, upon request, execute and deliver any additional documents deemed by Whiting to be necessary or desirable to perfect the undersigned’s Consent.

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The undersigned hereby agrees that it will not revoke any Consent it grants hereby except in accordance with the procedures set forth in the Consent Solicitation Statement/Prospectus Supplement.

The undersigned understands that Consents delivered pursuant to any of the procedures described under “Consent Procedures” in the Consent Solicitation Statement/Prospectus Supplement and in the instructions hereto will constitute a binding agreement between the undersigned and Whiting upon the terms and subject to the conditions of the Consent Solicitations and Offers to Guarantee, which agreement will be governed by, and construed in accordance with, the laws of the State of New York. All authority conferred or agreed to be conferred by this Consent shall survive the death, incapacity, dissolution or liquidation of the undersigned and every obligation of the undersigned under this Consent shall be binding on the undersigned’s heirs, personal representatives, successors and assigns.

The undersigned hereby irrevocably constitutes and appoints the Tabulation Agent its agent and attorney-in-fact (with full knowledge that the Tabulation Agent also acts as the agent of Whiting) with respect to the Consent given hereby with full power of substitution to deliver this Consent to Whiting. The Power of Attorney granted in this paragraph shall be deemed irrevocable from and after the Expiration Time and coupled with an interest.

Unless otherwise specified in the table below, this Consent relates to the total aggregate principal amount of Kodiak Notes held by the undersigned. If this Consent relates to less than the total principal amount of Kodiak Notes so held of record in the name of the undersigned, the undersigned has listed on the table below the principal amount of Kodiak Notes for which this Consent is given. If the space provided below is inadequate, affix a signed schedule to this Letter of Consent.

THE UNDERSIGNED UNDERSTANDS THAT BY EXECUTING AND DELIVERING (AND NOT SUBSEQUENTLY REVOKING) THIS CONSENT TO THE TABULATION AGENT IN ACCORDANCE WITH THE TERMS CONTAINED HEREIN AND IN THE CONSENT SOLICITATION STATEMENT/PROSPECTUS SUPPLEMENT, THE UNDERSIGNED WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSED AMENDMENTS. THE UNDERSIGNED FURTHER UNDERSTANDS THAT DELIVERY OF THIS CONSENT SHALL CONSTITUTE DIRECTION TO THE TRUSTEE AND THE CANADIAN TRUSTEE TO EXECUTE THE SUPPLEMENTAL INDENTURES WITH RESPECT TO WHICH THIS CONSENT RELATES, SUBJECT TO THE RECEIPT OF THE REQUIRED CONSENTS.

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Please sign your name and date below to evidence your Consent to the proposed amendments and to evidence the appointment of the Tabulation Agent as your agent and attorney-in-fact in connection with this Consent. The undersigned acknowledges that it must comply with the other provisions of this Consent, and complete the information required herein, to validly consent to the proposed amendments.

PLEASE COMPLETE THESE TABLES

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IMPORTANT—READ CAREFULLY

An authorized DTC Participant must execute this Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Kodiak Notes are held by two or more holders, all such holders must sign this Consent. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to Whiting of such person’s authority so to act.

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CONSENT PAYMENT INSTRUCTIONS

Assuming receipt of the Required Consents, as soon as practicable after completion of the Arrangement, Whiting will cause the Consent Payment to be paid to each holder of Kodiak Notes who has delivered to the Tabulation Agent (and has not revoked) a valid Consent with respect to such Kodiak Notes prior to the Expiration Time. Only a holder in respect of which there has been delivered a valid and unrevoked Consent prior to the Expiration Time will be entitled to receive a Consent Payment. A holder of a Kodiak Note who does not submit a Consent in respect of such Kodiak Note will not be entitled to receive a Consent Payment in respect of such Kodiak Note even if the proposed amendments become effective.

Holders whose Consents are not received by the Tabulation Agent prior to the Expiration Time will NOT be entitled to a Consent Payment. The method of delivery of all documents is at the election of the holder.

Unless wire transfer instructions are provided below, the Consent Payments will be paid by check. Unless otherwise indicated below, the check will be issued in the name of, and sent to, the holder.

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Consent

1. Delivery of this Letter of Consent; Holders Entitled to Consent. Subject to the terms and conditions of the Consent Solicitations and Offers to Guarantee, a properly completed and duly executed copy of this Consent and any other documents required by this Consent must be received by the Tabulation Agent at its address or facsimile number set forth on the cover hereof prior to the Expiration Time. If you are a beneficial owner of Kodiak Notes held through a bank, broker or other financial institution, to Consent to the proposed amendment you must arrange for the bank, broker or other financial institution that is the holder to either (1) execute this Letter of Consent and deliver it to the Tabulation Agent before the Expiration Time or (2) forward a duly executed proxy authorizing you as beneficial owner to execute and deliver this Letter of Consent on behalf of the holder with respect to the Kodiak Notes that you beneficially own. In the case of clause (2) of the preceding sentence, you must deliver an executed Letter of Consent, together with the proxy, to the Tabulation Agent prior to the Expiration Time. A Consent by a holder is a continuing Consent notwithstanding that the registered ownership of a Kodiak Note has been transferred, unless the holder of the Kodiak Note that gave the Consent timely revokes the prior Consent in accordance with the procedures set forth herein and in the Consent Solicitation Statement/Prospectus Supplement. The method of delivery of Consents and all other required documents to the Tabulation Agent is at the election of the consenting holder, and the delivery will be deemed made only when actually received by the Tabulation Agent. In all cases, sufficient time should be allowed to assure timely delivery. NO CONSENT SHOULD BE SENT TO ANY PERSON OTHER THAN THE TABULATION AGENT. HOWEVER, WHITING RESERVES THE RIGHT TO ACCEPT ANY CONSENT RECEIVED BY IT, KODIAK, THE KODIAK GUARANTORS, THE SOLICITATION AGENT, THE TRUSTEE OR THE CANADIAN TRUSTEE.

2. Solicitation Period. Whiting expressly reserves the right to extend the Consent Solicitations and Offers to Guarantee from time to time or for such period or periods as it may determine in its discretion by giving oral (to be confirmed in writing) or written notice of such extension to the Tabulation Agent and by making a public announcement by press release at or prior to 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration time. During any extension of the Consent Solicitations and Offers to Guarantee, all consents validly executed and delivered to the Tabulation Agent will remain effective unless validly revoked prior to the Revocation Deadline.

Whiting expressly reserves the right, in its discretion, to terminate the Consent Solicitations and Offers to Guarantee for any reason. Any such termination will be followed promptly by public announcement thereof. In the event Whiting terminates the Consent Solicitations and Offers to Guarantee, it will give prompt notice thereof to the Tabulation Agent and the Consents previously executed and delivered will be of no further force and effect.

3. Questions Regarding Validity, Form, Legality, etc. All questions as to the validity, form and eligibility (including time of receipt) regarding the Consent procedures will be determined by Whiting in its sole discretion, which determination will be conclusive and binding subject only to such final review as may be prescribed by the Tabulation Agent concerning proof of execution and ownership. Whiting reserves the right to reject any or all Consents that are not in proper form or the acceptance of

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which could, in the opinion of Whiting or its counsel, be unlawful. Whiting also reserves the right, subject to such final review as the Tabulation Agent prescribes for the proof of execution and ownership, to waive any defects or irregularities in connection with deliveries of particular Consents. Unless waived, any defects or irregularities in connection with deliveries of Consents must be cured within such time as Whiting determines. None of Whiting, its affiliates, the Solicitation Agent, the Information Agent, the Tabulation Agent, the Trustee, the Canadian Trustee or any other person shall be under any duty to give any notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Consents will not be deemed to have been made until any irregularities or defects therein have been cured or waived. Whiting’s interpretations of the terms and conditions of the Consent Solicitations and Offers to Guarantee shall be conclusive and binding.

4. Signatures on this Consent. Letters of Consent must be executed in exactly the same manner as those holders’ names appear on the certificates representing the Kodiak Notes or on the position listings of DTC, as applicable. If the Kodiak Notes to which a Letter of Consent relates are registered in the names of two or more holders, all of those holders must sign the Letter of Consent. If a Letter of Consent is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must so indicate when signing, and proper evidence of that person’s authority to so act must be submitted with the Letter of Consent.

If the Letter of Consent is executed by a person or entity who is not the holder, then the holder must sign a valid proxy, with the signature of such holder guaranteed by a participant in a recognized medallion signature program (a “Medallion Signature Guarantor”).

No Medallion Signature Guarantor is required (1) if the Letter of Consent is signed by the holder(s) of the Kodiak Notes with respect to which the Letter of Consent is delivered (or by a DTC Participant) and payment of the Consent Payment is to be paid directly to such holder(s) and the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on the Letter of Consent has not been completed or (2) if the Letter of Consent is delivered by or for the account of a firm or any other entity identified in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings association. In all other cases, all signatures on Letters of Consent must be guaranteed by a Medallion Signature Guarantor.

5. Revocation of Consents. Any holder of Kodiak Notes that has given a Consent may revoke such Consent as to such Kodiak Notes by delivering a written notice of revocation to the Tabulation Agent prior to the Revocation Deadline in accordance with the procedure described in the Consent Solicitation Statement/Prospectus Supplement. The transfer of Kodiak Notes will not have the effect of revoking any Consent theretofore validly given by a subsequent holder of such Kodiak Notes, and each properly completed and executed Consent will be counted notwithstanding a subsequent transfer of the Kodiak Notes to which such Consent relates, unless the procedure for revoking Consents described in the Consent Solicitation Statement/Prospectus Supplement and below has been complied with.

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In order for a holder of the Kodiak Notes to revoke a previously given Consent, such holder must, prior to the Revocation Deadline, deliver to the Tabulation Agent at the address set forth on the back cover page of the Consent Solicitation Statement/Prospectus Supplement and on this Letter of Consent a written revocation of such Consent, containing the name of the person who delivered the Consent, the name of the holder and the description and CUSIP Number of the Kodiak Notes to which it relates and the aggregate principal amount represented by such Kodiak Notes. The revocation of Consent must be signed by the holder thereof in the same manner as the original signature on the Letter of Consent (including any required Medallion Signature Guarantor) or be accompanied by evidence satisfactory to Whiting and the Tabulation Agent that the person revoking the Consent has the legal authority to revoke such Consent on behalf of the holder. If the Letter of Consent was executed by a person other than the holder of the Kodiak Notes, the notice of revocation of Consent must be accompanied by a valid proxy signed by such holder and authorizing the revocation of the holder’s Consent.

A revocation of a Consent may only be rescinded by the execution and delivery of a new Consent, in accordance with the procedures herein described by the holder who delivered such revocation.

6. Taxpayer Identification Number. Each consenting holder is required to provide the Tabulation Agent with the holder’s correct taxpayer identification number (“TIN”), generally the holder’s social security or federal employee identification number, on the Form W-9 herein, which is provided under “Important Tax Information” below, or alternatively, to establish another basis for exemption from backup withholding. A holder must cross out item (2) in the Certification box on the Form W-9 herein if such holder is subject to backup withholding. In addition to potential penalties, failure to provide the correct information on the form may subject the holder to 28% U.S. backup withholding on the Consent Payment made to the holder or other payee with respect to the Consent Solicitations and Offers to Guarantee. A holder should write “Applied For” in the space provided in Part I of the form and complete the attached Certificate of Awaiting Taxpayer Identification Number if the consenting holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. In such case, the Tabulation Agent will withhold 28% of all such payments of the Consent Payment until a TIN is provided to the Tabulation Agent, and if the Tabulation Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. A holder who writes “Applied For” in Part I in lieu of furnishing his or her TIN should furnish his or her TIN as soon as it is received. A holder that is not a United States person may qualify as an exempt recipient by submitting to the Tabulation Agent a properly completed Form W-8BEN, Form W-8BEN-E, Form W-8ECI or Form W-8IMY, as applicable (which the Tabulation Agent will provide upon request), signed under penalty of perjury, attesting to that holder’s exempt status.

7. Amendment of Terms. Whiting expressly reserves the right, in its sole discretion, at any time to amend any of the terms of the Consent Solicitation and the Offer to Guarantee. If the terms of the Consent Solicitations and Offers to Guarantee are amended prior to the Expiration Time in a manner that constitutes a material change, Whiting will promptly give oral (to be confirmed in writing) or written notice of such amendment to the Tabulation Agent and disseminate a Consent Solicitation Statement/Prospectus Supplement in a manner reasonably designed to give holders of the Kodiak Notes notice of the change on a timely basis.

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8. Requests for Assistance and Additional Copies. Questions regarding the Consent Solicitations and Offers to Guarantee and the terms and conditions thereof should be directed to the Information Agent or the Solicitation Agent, whose respective addresses and telephone numbers are set forth on the back cover page of the Consent Solicitation Statement/Prospectus Supplement, or to your broker, dealer, commercial bank, trust company or other nominee institution. Requests for assistance in filling out and delivering Consents or for additional copies of the Consent Solicitation Statement/Prospectus Supplement and this Letter of Consent should be directed to the Information Agent, whose address and telephone numbers are set forth on the cover page of this Letter of Consent.

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IMPORTANT TAX INFORMATION

Under federal income tax law, the Tabulation Agent may be required to withhold 28% of the amount of the Consent Payment paid to certain holders pursuant to the Consent Solicitations and Offers to Guarantee. In order to avoid such backup withholding, each holder must provide the Tabulation Agent with such holder’s current TIN by completing the Form W-9 provided herein or otherwise establish a basis for exemption from backup withholding. In general, if such holder is an individual, the TIN is his or her social security number. If the Tabulation Agent is not provided with the correct TIN, the holder may be subject to a $50 penalty, as well as other penalties, imposed by the Internal Revenue Service and payments, including the Consent Payment, paid to such holder pursuant to the Consent Solicitations and Offers to Guarantee may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements also may result in imposition of severe criminal and/or civil fines and penalties. See “Form W-9 —Request for Taxpayer Identification Number and Certification” below for additional instructions.

Certain holders (including, among others, generally all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt U.S. holders should indicate their exempt status on the Form W-9 herein, and sign, date and return the Form W-9 to the Tabulation Agent. See “Form W-9 — Request for Taxpayer Identification Number and Certification” below for additional instructions. A foreign person, including an entity, may qualify as an exempt recipient by submitting to the Tabulation Agent a properly completed Internal Revenue Service W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, together with appropriate attachments, signed under penalties of perjury, attesting to that holder’s foreign status. A Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, together with appropriate attachments, can be obtained from the Tabulation Agent.

If backup withholding applies, the Tabulation Agent is required to withhold 28% of the Consent Payment made to the holder. Backup withholding is not an additional income tax. If the required information is furnished to the Internal Revenue Service in a timely manner, the income tax liability of persons subject to federal income tax backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the holder may obtain a refund, provided the required information is timely furnished to the Internal Revenue Service.

Purpose of Form W-9

To avoid backup withholding on a payment of the Consent Payment to a holder with respect to the Consent Solicitations and Offers to Guarantee, the holder is required to provide the Tabulation Agent with either (i) his or her correct TIN by completing the Form W-9 provided herein, certifying (x) that the TIN provided on the Form W-9 is correct (or that such holder is awaiting a TIN), (y) that (A) the holder is exempted from backup withholding, (B) the holder has not been notified by the Internal Revenue Service that the holder is subject to federal income tax backup withholding as a result of a failure to report all interest or dividends or (C) the Internal Revenue Service has notified the holder that the holder is no longer subject to federal income tax backup withholding and (z) that the holder is a U.S. citizen or other U.S. person; or (ii) an adequate basis for exemption.

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What Number to Give to the Tabulation Agent

The holder is required to give the Tabulation Agent the TIN (e.g., social security number or employer identification number) of the registered holder. If the Kodiak Notes are held in more than one name or are not held in the name of the actual owner, consult “Form W-9 — Request for Taxpayer Identification Number and Certification” below for additional guidance on which number to report.

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Under penalties of perjury, I certify that:

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

YOU SHOULD COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE

“APPLIED FOR” IN PART I OF FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in Part II of the Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification number. If I fail to provide a taxpayer identification number within 60 days such amounts will be paid over to the Internal Revenue Service.

Signature:                                      Date:                 , 2014

NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE CONSENT SOLICITATIONS AND OFFERS TO GUARANTEE. PLEASE REVIEW THE INTERNAL REVENUE SERVICE “FORM W-9 — REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION” ABOVE FOR ADDITIONAL DETAILS.

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Any requests for assistance or additional copies of this Letter of Consent or the Consent Solicitation Statement/Prospectus Supplement may be directed to the Information Agent, at its telephone number or address set forth below. A holder may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations and Offers to Guarantee.

The Information Agent for the Consent Solicitation is:

Global Bondholder Services Corporation

65 Broadway — Suite 404

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774

U.S. Toll-free: (866) 470-3800

The Tabulation Agent for the Consent Solicitation is:

Global Bondholder Services Corporation

By facsimile:

(For Eligible Institutions only):

(212) 430-3775/3779

Confirmation:

(212) 430-3774

Questions regarding the Consent Solicitations and Offers to Guarantee may be directed to the Solicitation Agent at its telephone number or address listed below.

The Solicitation Agent for the Consent Solicitation is:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attention: Liability Management Group

Collect: (212) 270-1200

Toll-free: (800) 245-8812

Exhibit 99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Kodiak Oil & Gas Corp.

We have audited the accompanying consolidated balance sheets of Kodiak Oil & Gas Corp. (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kodiak Oil & Gas Corp. at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Kodiak Oil & Gas Corp.’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 27, 2014 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Denver, Colorado

February 27, 2014

1

KODIAK OIL & GAS CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF

THESE CONSOLIDATED FINANCIAL STATEMENTS

2

KODIAK OIL & GAS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF

THESE CONSOLIDATED FINANCIAL STATEMENTS

3

KODIAK OIL & GAS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF

THESE CONSOLIDATED FINANCIAL STATEMENTS

4

KODIAK OIL & GAS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF

THESE CONSOLIDATED FINANCIAL STATEMENTS

5

KODIAK OIL & GAS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization

Description of Operations

Kodiak Oil & Gas Corp. is a public company listed for trading on the New York Stock Exchange under the symbol: “KOG”. The Company’s corporate headquarters are located in Denver, Colorado, USA. The Company is an independent energy company engaged in the exploration, exploitation, development, acquisition and production of crude oil and natural gas entirely in the Rocky Mountain region of the United States. Kodiak Oil & Gas Corp. was incorporated (continued) in the Yukon Territory on September 28, 2001. The Company and its wholly-owned subsidiaries, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC, KOG Oil & Gas, ULC and Kodiak Williston, LLC, are collectively referred to herein as “Kodiak” or the “Company”.

Note 2—Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company, including its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. The Company’s business is transacted in US dollars and, accordingly, the financial statements are expressed in US dollars. The financial statements included herein were prepared from the records of the Company in accordance with generally accepted accounting principles in the United States (“GAAP”). In the opinion of management, all adjustments, consisting primarily of normal recurring accruals that are considered necessary for a fair presentation of the consolidated financial information, have been included.

Use of Estimates in the Preparation of Financial Statements

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of assumptions, judgments and estimates include (1) oil and gas reserves; (2) cash flow estimates used in ceiling test of oil and natural gas properties; (3) depreciation, depletion and amortization; (4) asset retirement obligations; (5) assigning fair value and allocating purchase price in connection with business combinations; (6) accrued revenue and related receivables; (7) valuation of commodity derivative instruments; (8) accrued liabilities; (9) valuation of share-based payments and (10) income taxes. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable under the circumstances. Although actual results may differ from these estimates under different assumptions or conditions, the Company believes its estimates are reasonable.

Reclassifications

The Company has condensed certain line items within the current period financial statements, and certain prior period balances were reclassified to conform to the current year presentation accordingly. Such reclassifications had no impact on net income, statements of cash flows, working capital or equity previously reported.

Cash and Cash Equivalents

Cash and cash equivalents consist of all highly liquid investments that are readily convertible into cash and have original maturities of three months or less when purchased. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments.

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Accounts Receivable

The Company records estimated oil and gas revenue receivable from third parties at its net revenue interest. The Company also reflects costs incurred on behalf of joint interest partners in accounts receivable. On an on-going basis, management reviews accounts receivable amounts for collectability and records its allowance for uncollectible receivables under the specific identification method. The Company did not record any allowance for uncollectible receivables in 2013, 2012, or 2011.

Concentration of Credit Risk

The Company’s cash and cash equivalents are exposed to concentrations of credit risk. The Company manages and controls this risk by investing these funds with major financial institutions. The Company often has balances in excess of the federally insured limits.

The Company’s receivables are comprised of oil and gas revenue receivables and joint interest billings receivable. The amounts are due from a limited number of entities. Therefore, the collectability is dependent upon the general economic conditions of the few purchasers and joint interest owners. The receivables are not collateralized. However, to date the Company has had minimal bad debts.

The Company’s commodity derivative contracts are currently with nine counterparties. Eight of the nine counterparties to the derivative instruments are highly rated entities with corporate ratings at or exceeding A- and A3 classifications by Standard & Poor’s and Moody’s, respectively. One counterparty had a corporate rating of BBB+ and Baa1 by Standard & Poor’s and Moody’s, respectively.

Significant Customers

During the year ended December 31, 2013, 37% of the Company’s production was sold to two customers. However, the Company does not believe that the loss of a single purchaser, including these two, would materially affect the Company’s business because there are numerous other purchasers in the area in which the Company sells its production. For the years ended December 31, 2013, 2012 and 2011 purchases by the following companies exceeded 10% of the total oil and gas revenues of the company.

Inventory and Prepaid Expenses

The cost basis of the well equipment inventory is depreciated as a component of oil and gas properties once the inventory is used in drilling operations. The Company records well equipment inventory and crude oil inventory at the lower of cost or market value. Inventory and prepaid expenses are comprised of the following (in thousands):

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Oil and Gas Properties

The Company follows the full cost method of accounting for oil and gas operations whereby all costs related to the exploration and development of oil and gas properties are initially capitalized into a single cost center (“full cost pool”). Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition and exploration activities. Proceeds from property sales are generally credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool.

Depletion of capitalized costs of oil and gas properties is computed using the units-of-production method based upon estimated proved oil and gas reserves as determined by the Company’s engineers and prepared by independent petroleum engineers. For this purpose, Kodiak converts its petroleum products and reserves to a common unit of measure. For depletion and depreciation purposes, relative volumes of oil and gas production and reserves are converted at the energy equivalent rate of six thousand cubic feet of natural gas to one barrel of crude oil. Costs included in the depletion base to be amortized include (a) all proved capitalized costs, less accumulated depletion, (b) estimated future development cost to be incurred in developing proved reserves; and (c) estimated dismantlement and abandonment costs, net of estimated salvage values, that have not been included as capitalized costs because they have not yet been capitalized as asset retirement costs. The costs of unproved properties are withheld from the depletion base until it is determined whether or not proved reserves can be assigned to the properties. The properties are reviewed quarterly for impairment. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.

Estimated reserve quantities and future net cash flows have the most significant impact on the Company. These estimates are also used in the quarterly calculations of depletion, depreciation and impairment of the Company’s proved properties. Estimating accumulations of gas and oil is complex and is not exact because of the numerous uncertainties inherent in the process. For additional discussion on the process used to estimate oil and gas quantities please refer to Note 15 — Supplemental Oil and Gas Reserve Information (Unaudited).

Impairment of Oil and Gas Properties

Under the full cost method of accounting, capitalized oil and gas property costs less accumulated depletion and net of deferred income taxes may not exceed an amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, an impairment would be recognized.

There were no impairment charges recognized for the years ended December 31, 2013, 2012 and 2011.

Unproved Oil and Gas Properties

Unproved property costs not subject to amortization consist primarily of leasehold costs related to unproved areas. Costs are transferred into the amortization base on an ongoing basis as the properties are evaluated and proved reserves are established or impairment is determined. Interest costs related to significant unproved properties that are currently undergoing the activities necessary to get them ready for their intended use are capitalized to oil and gas properties. The Company’s unproved properties are evaluated quarterly for the possibility of potential impairment. For the years ended December 31, 2013, 2012 and 2011 no impairment was recorded.

Equipment and Facilities

Equipment and facilities are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, ranging from one to twenty-five years.

8

Property and Equipment

Other property and equipment such as office furniture and equipment, vehicles, and computer hardware and software are recorded at cost. Costs of renewals and improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. Depreciation is recorded using the straight-line method over the estimated useful lives of three years for computer equipment, and five years for office equipment and vehicles. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from the accounts.

Deferred Financing Costs

Deferred financing costs include origination, legal, engineering, and other fees incurred to issue the debt in connection with the Company’s credit facilities and Senior Notes. Deferred financing costs related to the Company’s Senior Notes are amortized to interest expense using the effective interest method over the term of the debt. Deferred financing costs related to the credit facilities are amortized to interest expense on a straight-line basis over the respective borrowing term.

Commodity Derivative Instruments

The Company has entered into commodity derivative instruments, primarily utilizing swaps or “no premium” collars to reduce the effect of price changes on a portion of our future oil production. The Company’s commodity derivative instruments are measured at fair value and are included in the accompanying balance sheets as commodity price risk management assets and liabilities. The Company has not designated any of its derivative contracts as fair value or cash flow hedges. Therefore, the Company does not apply hedge accounting to its commodity derivative instruments. Net gains and losses on commodity price risk management activities are recorded based on the changes in the fair values of the derivative instruments. Net gains and losses on commodity price risk management activities are recorded in the commodity price risk management activities line on the consolidated statements of operations. The Company’s cash flow is only impacted when the actual settlements under the commodity derivative contracts result in making or receiving a payment to or from the counterparty. These settlements under the commodity derivative contracts are reflected as operating activities in the Company’s consolidated statements of cash flows.

The Company’s valuation estimate takes into consideration the counterparties’ credit worthiness, the Company’s credit worthiness, and the time value of money. The consideration of the factors results in an estimated exit-price for each derivative asset or liability under a market place participant’s view. Management believes that this approach provides a reasonable, non-biased, verifiable, and consistent methodology for valuing commodity derivative instruments. For additional discussion on commodity derivative instruments please refer to Note 7 — Commodity Derivative Instruments.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, commodity derivative instruments (discussed above) and long-term debt. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s credit facility approximates fair value as it bears interest at variable rates over the term of the loan. The Company’s 2019 Notes, 2021 Notes and 2022 Notes are recorded at cost and the fair value is disclosed in Note 9 — Fair Value Measurements. Considerable judgment is required to develop estimates of fair value. The estimates provided are not necessarily indicative of the amounts the Company would realize upon the sale or refinancing of such instruments.

Asset Retirement Obligation

The Company recognizes estimated liabilities for future costs associated with the abandonment of its oil and gas properties. A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related long-lived asset are recorded at the time the Company makes the decision to complete the well or a well is acquired. For additional discussion on asset retirement obligations please refer to Note 8 — Asset Retirement Obligations.

9

Revenue Recognition

The Company recognizes revenues from the sale of crude oil and natural gas using the sales method of accounting. Revenues from the sale of crude oil and natural gas are recognized when the product is delivered at a fixed or determinable price, title has transferred, and collectability is reasonably assured and evidenced by a contract. Additionally, there were no material imbalances at December 31, 2013 and 2012.

Share Based Payments

At December 31, 2013, the Company has a stock-based compensation plan that includes restricted stock shares, restricted stock units, performance awards, stock awards, and stock options issued to employees, officers and directors as more fully described in Note 11 — Share Based Payments. The Company records expense associated with the fair value of stock-based compensation in accordance with ASC 718, Stock Based Compensation. The Company records compensation expense associated with the issuance of restricted stock shares and RSUs based on the estimated fair value of these awards determined at the time of grant.

Income Taxes

Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance if management believes that it is more likely than not that some portion or all of the net deferred tax assets will not be fully realized on future income tax returns. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, projected future taxable income and tax planning strategies in making this assessment.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet: Disclosures about Offsetting Assets and Liabilities which applies to certain items in the statement of financial position (balance sheet), and was further clarified in January 2013 by ASU 2013-01, Balance Sheet: Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarified the scope of ASU 2011-11 to derivative instruments, repurchase agreements and securities lending transactions. The effective date for the amendments is for annual periods beginning after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 requires disclosures of the gross and net amounts for items eligible for offset in the balance sheet. The Company records its derivative financial instruments on a net basis by contract. The adoption of this standard had no impact on the Company’s financial position or results of operations, but did require enhanced disclosures regarding derivative instruments. Please refer to Note 7 — Commodity Derivative Instruments for the enhanced disclosures.

Other accounting standards that have been issued or proposed by the FASB, or other standards-setting bodies, that do not require adoption until a future date, are not expected to have a material impact on the financial statements upon adoption.

10

Note 3—Oil and Gas Properties

The Company’s oil and gas properties are entirely within the United States. The net capitalized costs related to the Company’s oil and gas producing activities were as follows (in thousands):

The following table presents information regarding the Company’s net costs incurred in oil and natural gas property acquisition, exploration and development activities (in thousands):