Subsidiary Guarantors (Tables)

12 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Balance Sheets

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2015

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,073		$	72		$	1,023		$	—		$	2,168
Accounts receivable – trade, net	—			170,503			46,053			—			216,556
Accounts receivable – affiliates	2,920,082			8,621			—			(2,928,703		)	—
Derivative instruments	—			1,207,012			13,218			—			1,220,230
Other current assets	26,905			72,120			20,897			(1		)	119,921
Total current assets	2,948,060			1,458,328			81,191			(2,928,704		)	1,558,875
Noncurrent assets:
Oil and natural gas properties (successful efforts method)	—			13,110,094			5,011,061			—			18,121,155
Less accumulated depletion and amortization	—			(9,557,283		)	(1,596,165		)	55,956			(11,097,492		)
	—			3,552,811			3,414,896			55,956			7,023,663
Other property and equipment	—			597,216			111,495			—			708,711
Less accumulated depreciation	—			(183,139		)	(12,522		)	—			(195,661		)
	—			414,077			98,973			—			513,050
Derivative instruments	—			566,401			—			—			566,401
Restricted cash	—			7,004			250,359			—			257,363
Notes receivable – affiliates	175,100			—			—			(175,100		)	—
Investments in consolidated subsidiaries	3,940,444			—			—			(3,940,444		)	—
Other noncurrent assets	35,559			5,978			16,057			—			57,594
	4,151,103			579,383			266,416			(4,115,544		)	881,358
Total noncurrent assets	4,151,103			4,546,271			3,780,285			(4,059,588		)	8,418,071
Total assets	$	7,099,163		$	6,004,599		$	3,861,476		$	(6,988,292	)	$	9,976,946
LIABILITIES AND UNITHOLDERS’ CAPITAL (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	1,285		$	336,962		$	117,127		$	—		$	455,374
Accounts payable – affiliates	—			2,920,082			8,621			(2,928,703		)	—
Derivative instruments	—			—			2,241			—			2,241
Current portion of long-term debt	2,843,333			—			873,175			—			3,716,508
Other accrued liabilities	49,861			52,997			16,736			(1		)	119,593
Total current liabilities	2,894,479			3,310,041			1,017,900			(2,928,704		)	4,293,716
Noncurrent liabilities:
Derivative instruments	—			857			—			—			857
Long-term debt, net	4,482,867			—			845,368			—			5,328,235
Notes payable – affiliates	—			175,100			—			(175,100		)	—
Other noncurrent liabilities	—			410,990			212,049			—			623,039
Total noncurrent liabilities	4,482,867			586,947			1,057,417			(175,100		)	5,952,131
Unitholders’ capital (deficit):
Units issued and outstanding	5,333,834			4,831,758			2,798,713			(7,621,189		)	5,343,116
Accumulated deficit	(5,612,017		)	(2,724,147		)	(1,012,554		)	3,736,701			(5,612,017		)
	(278,183		)	2,107,611			1,786,159			(3,884,488		)	(268,901		)
Total liabilities and unitholders’ capital (deficit)	$	7,099,163		$	6,004,599		$	3,861,476		$	(6,988,292	)	$	9,976,946

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2014

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	38		$	185		$	1,586		$	—		$	1,809
Accounts receivable – trade, net	—			371,325			100,359			—			471,684
Accounts receivable – affiliates	4,028,890			13,205			—			(4,042,095		)	—
Derivative instruments	—			1,033,448			43,694			—			1,077,142
Other current assets	18			96,678			59,259			—			155,955
Total current assets	4,028,946			1,514,841			204,898			(4,042,095		)	1,706,590
Noncurrent assets:
Oil and natural gas properties (successful efforts method)	—			13,196,841			4,872,059			—			18,068,900
Less accumulated depletion and amortization	—			(4,342,675		)	(525,007		)	—			(4,867,682		)
	—			8,854,166			4,347,052			—			13,201,218
Other property and equipment	—			553,150			115,999			—			669,149
Less accumulated depreciation	—			(135,830		)	(8,452		)	—			(144,282		)
	—			417,320			107,547			—			524,867
Derivative instruments	—			848,097			—			—			848,097
Restricted cash	—			6,100			125			—			6,225
Notes receivable – affiliates	130,500			—			—			(130,500		)	—
Advance to affiliate	—			—			293,627			(293,627		)	—
Investments in consolidated subsidiaries	8,562,608			—			—			(8,562,608		)	—
Other noncurrent assets	116,637			5,716			14,159			—			136,512
	8,809,745			859,913			307,911			(8,986,735		)	990,834
Total noncurrent assets	8,809,745			10,131,399			4,762,510			(8,986,735		)	14,716,919
Total assets	$	12,838,691		$	11,646,240		$	4,967,408		$	(13,028,830	)	$	16,423,509
LIABILITIES AND UNITHOLDERS’ CAPITAL
Current liabilities:
Accounts payable and accrued expenses	$	3,784		$	581,880		$	229,145		$	—		$	814,809
Accounts payable – affiliates	—			4,028,890			13,205			(4,042,095		)	—
Advance from affiliate	—			293,627			—			(293,627		)	—
Other accrued liabilities	89,507			59,142			19,087			—			167,736
Total current liabilities	93,291			4,963,539			261,437			(4,335,722		)	982,545
Noncurrent liabilities:
Long-term debt, net	8,208,857			—			2,086,952			—			10,295,809
Notes payable – affiliates	—			130,500			—			(130,500		)	—
Derivative instruments	—			684			—			—			684
Other noncurrent liabilities	—			400,851			200,015			—			600,866
Total noncurrent liabilities	8,208,857			532,035			2,286,967			(130,500		)	10,897,359
Unitholders’ capital:
Units issued and outstanding	5,388,749			4,831,339			2,416,381			(7,240,658		)	5,395,811
Accumulated income (deficit)	(852,206		)	1,319,327			2,623			(1,321,950		)	(852,206		)
	4,536,543			6,150,666			2,419,004			(8,562,608		)	4,543,605
Total liabilities and unitholders’ capital	$	12,838,691		$	11,646,240		$	4,967,408		$	(13,028,830	)	$	16,423,509

Condensed Consolidating Statements of Operations

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2015

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	—		$	1,151,240		$	575,031		$	—		$	1,726,271
Gains on oil and natural gas derivatives	—			1,027,014			29,175			—			1,056,189
Marketing revenues	—			43,876			30,253			—			74,129
Other revenues	—			19,550			7,195			—			26,745
	—			2,241,680			641,654			—			2,883,334
Expenses:
Lease operating expenses	—			372,609			245,155			—			617,764
Transportation expenses	—			167,561			52,160			—			219,721
Marketing expenses	—			35,278			21,866			—			57,144
General and administrative expenses	—			210,894			85,993			—			296,887
Exploration costs	—			9,473			—			—			9,473
Depreciation, depletion and amortization	—			547,675			251,371			6,711			805,757
Impairment of long-lived assets	—			5,024,944			853,810			(64,800		)	5,813,954
Taxes, other than income taxes	2			111,300			70,593			—			181,895
Gains on sale of assets and other, net	—			(195,490		)	(1,919		)	—			(197,409		)
	2			6,284,244			1,579,029			(58,089		)	7,805,186
Other income and (expenses):
Interest expense, net of amounts capitalized	(463,168		)	2,533			(85,818		)	—			(546,453		)
Interest expense – affiliates	—			(12,123		)	—			12,123			—
Interest income – affiliates	12,123			—			—			(12,123		)	—
Gain on extinguishment of debt	708,050			—			11,209			—			719,259
Equity in losses from consolidated subsidiaries	(5,002,695		)	—			—			5,002,695			—
Other, net	(13,804		)	(161		)	(3,261		)	—			(17,226		)
	(4,759,494		)	(9,751		)	(77,870		)	5,002,695			155,580
Loss before income taxes	(4,759,496		)	(4,052,315		)	(1,015,245		)	5,060,784			(4,766,272		)
Income tax expense (benefit)	315			(6,708		)	(68		)	—			(6,461		)
Net loss	$	(4,759,811	)	$	(4,045,607	)	$	(1,015,177	)	$	5,060,784		$	(4,759,811	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2014

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	—		$	2,312,137		$	1,298,402		$	—		$	3,610,539
Gains on oil and natural gas derivatives	—			1,127,395			78,784			—			1,206,179
Marketing revenues	—			84,349			50,911			—			135,260
Other revenues	—			28,133			3,192			—			31,325
	—			3,552,014			1,431,289			—			4,983,303
Expenses:
Lease operating expenses	—			440,624			364,540			—			805,164
Transportation expenses	—			165,489			41,842			—			207,331
Marketing expenses	—			81,210			36,255			—			117,465
General and administrative expenses	—			190,286			102,787			—			293,073
Exploration costs	—			125,037			—			—			125,037
Depreciation, depletion and amortization	—			771,549			302,353			—			1,073,902
Impairment of long-lived assets	—			2,050,387			253,362			—			2,303,749
Taxes, other than income taxes	40			169,655			97,708			—			267,403
(Gains) losses on sale of assets and other, net	—			(487,286		)	120,786			—			(366,500		)
	40			3,506,951			1,319,633			—			4,826,624
Other income and (expenses):
Interest expense, net of amounts capitalized	(480,259		)	(19,631		)	(87,948		)	—			(587,838		)
Interest expense – affiliates	—			(7,954		)	—			7,954			—
Interest income – affiliates	7,954			—			—			(7,954		)	—
Equity in earnings from consolidated subsidiaries	28,397			—			—			(28,397		)	—
Other, net	(7,861		)	(7,309		)	(1,043		)	—			(16,213		)
	(451,769		)	(34,894		)	(88,991		)	(28,397		)	(604,051		)
Income (loss) before income taxes	(451,809		)	10,169			22,665			(28,397		)	(447,372		)
Income tax expense	—			4,368			69			—			4,437
Net income (loss)	$	(451,809	)	$	5,801		$	22,596		$	(28,397	)	$	(451,809	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2013

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	—		$	2,022,916		$	50,324		$	—		$	2,073,240
Gains (losses) on oil and natural gas derivatives	—			182,906			(5,049		)	—			177,857
Marketing revenues	—			52,328			1,843			—			54,171
Other revenues	—			26,387			—			—			26,387
	—			2,284,537			47,118			—			2,331,655
Expenses:
Lease operating expenses	—			357,113			15,410			—			372,523
Transportation expenses	—			125,864			2,576			—			128,440
Marketing expenses	—			36,259			1,633			—			37,892
General and administrative expenses	—			215,973			20,298			—			236,271
Exploration costs	—			5,251			—			—			5,251
Depreciation, depletion and amortization	—			818,466			10,845			—			829,311
Impairment of long-lived assets	—			828,317			—			—			828,317
Taxes, other than income taxes	—			136,501			2,130			—			138,631
Losses on sale of assets and other, net	724			2,705			10,208			—			13,637
	724			2,526,449			63,100			—			2,590,273
Other income and (expenses):
Interest expense, net of amounts capitalized	(415,670		)	(1,504		)	(3,963		)	—			(421,137		)
Interest expense – affiliates	—			(5,543		)	—			5,543			—
Interest income – affiliates	5,543			—			—			(5,543		)	—
Loss on extinguishment of debt	(5,304		)	—			—			—			(5,304		)
Equity in losses from consolidated subsidiaries	(266,899		)	—			—			266,899			—
Other, net	(8,283		)	(166		)	(28		)	—			(8,477		)
	(690,613		)	(7,213		)	(3,991		)	266,899			(434,918		)
Loss before income taxes	(691,337		)	(249,125		)	(19,973		)	266,899			(693,536		)
Income tax benefit	—			(2,199		)	—			—			(2,199		)
Net loss	$	(691,337	)	$	(246,926	)	$	(19,973	)	$	266,899		$	(691,337	)

Condensed Consolidating Statements of Cash Flow

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2015

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Cash flow from operating activities:
Net loss	$	(4,759,811	)	$	(4,045,607	)	$	(1,015,177	)	$	5,060,784		$	(4,759,811	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization	—			547,675			251,371			6,711			805,757
Impairment of long-lived assets	—			5,024,944			853,810			(64,800		)	5,813,954
Unit-based compensation expenses	—			56,136			—			—			56,136
Gain on extinguishment of debt	(708,050		)	—			(11,209		)	—			(719,259		)
Amortization and write-off of deferred financing fees	30,993			—			3,750			—			34,743
Gains on sale of assets and other, net	—			(188,200		)	(961		)	—			(189,161		)
Equity in losses from consolidated subsidiaries	5,002,695			—			—			(5,002,695		)	—
Deferred income taxes	—			4,606			(68		)	—			4,538
Derivatives activities:
Total gains	—			(1,027,014		)	(36,068		)	—			(1,063,082		)
Cash settlements	—			1,130,640			68,770			—			1,199,410
Cash settlements on canceled derivatives	—			4,679			—			—			4,679
Changes in assets and liabilities:
Decrease in accounts receivable – trade, net	—			207,300			59,941			—			267,241
Decrease in accounts receivable – affiliates	1,167,823			4,584			—			(1,172,407		)	—
(Increase) decrease in other assets	—			(9,142		)	18,724			—			9,582
Decrease in accounts payable and accrued expenses	(14		)	(98,209		)	(58,171		)	—			(156,394		)
Decrease in accounts payable and accrued expenses – affiliates	—			(1,167,823		)	(4,584		)	1,172,407			—
Decrease in other liabilities	(39,646		)	(11,620		)	(7,610		)	—			(58,876		)
Net cash provided by operating activities	693,990			432,949			122,518			—			1,249,457
Cash flow from investing activities:
Development of oil and natural gas properties	—			(576,256		)	(32,633		)	—			(608,889		)
Purchases of other property and equipment	—			(48,967		)	(17,741		)	—			(66,708		)
Investment in affiliates	(132,332		)	—			—			132,332			—
Change in notes receivable with affiliate	(44,600		)	—			—			44,600			—
Settlement of advance to affiliate	—			—			129,217			(129,217		)	—
Proceeds from sale of properties and equipment and other	(3,430		)	349,200			22,525			—			368,295
Net cash provided by (used in) investing activities	(180,362		)	(276,023		)	101,368			47,715			(307,302		)

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Cash flow from financing activities:
Proceeds from sale of units	233,427			—			—			—			233,427
Proceeds from borrowings	1,445,000			—			—			—			1,445,000
Repayments of debt	(1,828,461		)	—			(355,418		)	—			(2,183,879		)
Distributions to unitholders	(323,878		)	—			—			—			(323,878		)
Financing fees and offering costs	(26,678		)	—			(1,377		)	—			(28,055		)
Change in note payable with affiliate	—			44,600			—			(44,600		)	—
Settlement of advance from affiliate	—			(129,217		)	—			129,217			—
Capital contributions – affiliates	—			—			132,332			(132,332		)	—
Excess tax benefit from unit-based compensation	(9,467		)	—			—			—			(9,467		)
Other	(2,536		)	(72,422		)	14			—			(74,944		)
Net cash used in financing activities	(512,593		)	(157,039		)	(224,449		)	(47,715		)	(941,796		)
Net increase (decrease) in cash and cash equivalents	1,035			(113		)	(563		)	—			359
Cash and cash equivalents:
Beginning	38			185			1,586			—			1,809
Ending	$	1,073		$	72		$	1,023		$	—		$	2,168

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2014

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Cash flow from operating activities:
Net income (loss)	$	(451,809	)	$	5,801		$	22,596		$	(28,397	)	$	(451,809	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	—			771,549			302,353			—			1,073,902
Impairment of long-lived assets	—			2,050,387			253,362			—			2,303,749
Unit-based compensation expenses	—			53,284			—			—			53,284
Amortization and write-off of deferred financing fees	38,785			17,054			(4,913		)	—			50,926
(Gains) losses on sale of assets and other, net	—			(372,945		)	111,374			—			(261,571		)
Equity in earnings from consolidated subsidiaries	(28,397		)	—			—			28,397			—
Deferred income taxes	—			3,874			69			—			3,943
Derivatives activities:
Total gains	—			(1,127,395		)	(78,784		)	—			(1,206,179		)
Cash settlements	—			88,776			6,738			—			95,514
Cash settlements on canceled derivatives	—			—			12,281			—			12,281
Changes in assets and liabilities:
(Increase) decrease in accounts receivable – trade, net	—			(11,419		)	16,483			—			5,064
Decrease in accounts receivable – affiliates	257,485			16,950			—			(274,435		)	—
(Increase) decrease in other assets	312			(2,187		)	(15,949		)	—			(17,824		)
Increase in accounts payable and accrued expenses	—			99,003			26			—			99,029
Decrease in accounts payable and accrued expenses – affiliates	—			(270,690		)	(3,745		)	274,435			—
Increase (decrease) in other liabilities	14,465			(24,473		)	(38,411		)	—			(48,419		)
Net cash provided by (used in) operating activities	(169,159		)	1,297,569			583,480			—			1,711,890
Cash flow from investing activities:
Acquisition of oil and natural gas properties and joint-venture funding, net of cash acquired	—			(2,475,315		)	(3,937		)	—			(2,479,252		)
Development of oil and natural gas properties	—			(1,061,395		)	(508,482		)	—			(1,569,877		)
Purchases of other property and equipment	—			(63,070		)	(11,470		)	—			(74,540		)
Investment in affiliates	(100,921		)	—			—			100,921			—
Change in notes receivable with affiliate	(44,300		)	—			—			44,300			—
Proceeds from sale of properties and equipment and other	(14,117		)	2,210,015			7,667			—			2,203,565
Net cash used in investing activities	(159,338		)	(1,389,765		)	(516,222		)	145,221			(1,920,104		)

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Cash flow from financing activities:
Proceeds from borrowings	4,640,024			1,300,000			—			—			5,940,024
Repayments of debt	(3,305,000		)	(1,300,000		)	(206,124		)	—			(4,811,124		)
Distributions to unitholders	(962,048		)	—			—			—			(962,048		)
Financing fees and offering costs	(59,048		)	—			(10,646		)	—			(69,694		)
Change in note payable with affiliate	—			44,300			—			(44,300		)	—
Capital contribution – affiliates	—			—			100,921			(100,921		)	—
Excess tax benefit from unit-based compensation	810			(44		)	—			—			766
Other	13,745			47,047			(864		)	—			59,928
Net cash provided by (used in) financing activities	328,483			91,303			(116,713		)	(145,221		)	157,852
Net decrease in cash and cash equivalents	(14		)	(893		)	(49,455		)	—			(50,362		)
Cash and cash equivalents:
Beginning	52			1,078			51,041			—			52,171
Ending	$	38		$	185		$	1,586		$	—		$	1,809

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2013

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Cash flow from operating activities:
Net loss	$	(691,337	)	$	(246,926	)	$	(19,973	)	$	266,899		$	(691,337	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	—			818,466			10,845			—			829,311
Impairment of long-lived assets	—			828,317			—			—			828,317
Unit-based compensation expenses	—			42,703			—			—			42,703
Loss on extinguishment of debt	5,304			—			—			—			5,304
Amortization and write-off of deferred financing fees	22,122			—			(615		)	—			21,507
Losses on sale of assets and other, net	—			37,232			—			—			37,232
Equity in losses from consolidated subsidiaries	266,899			—			—			(266,899		)	—
Deferred income taxes	—			(2,541		)	—			—			(2,541		)
Derivatives activities:
Total (gains) losses	—			(182,906		)	5,049			—			(177,857		)
Cash settlements	—			248,862			—			—			248,862
Changes in assets and liabilities:
Decrease in accounts receivable – trade, net	—			17,754			71,434			—			89,188
Increase in accounts receivable – affiliates	(120,967		)	(16,950		)	—			137,917			—
(Increase) decrease in other assets	(330		)	5,896			10,613			—			16,179
Increase (decrease) in accounts payable and accrued expenses	178			(52,143		)	(25,028		)	—			(76,993		)
Increase in accounts payable and accrued expenses – affiliates	—			120,967			16,950			(137,917		)	—
Increase (decrease) in other liabilities	2,092			6,842			(12,597		)	—			(3,663		)
Net cash provided by (used in) operating activities	(516,039		)	1,625,573			56,678			—			1,166,212
Cash flow from investing activities:
Acquisition of oil and natural gas properties and joint-venture funding, net of cash acquired	—			(730,326		)	451,113			—			(279,213		)
Development of oil and natural gas properties	—			(1,060,547		)	(17,478		)	—			(1,078,025		)
Purchases of other property and equipment	—			(92,352		)	—			—			(92,352		)
Investment in affiliates	435,000			—			—			(435,000		)	—
Change in notes receivable with affiliate	(26,700		)	—			—			26,700			—
Proceeds from sale of properties and equipment and other	(22,039		)	218,312			—			—			196,273
Net cash provided by (used in) investing activities	386,261			(1,664,913		)	433,635			(408,300		)	(1,253,317		)

	LINN Energy, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiary			Eliminations			Consolidated
	(in thousands)
Cash flow from financing activities:
Proceeds from borrowings	2,230,000			—			—			—			2,230,000
Repayments of debt	(1,404,898		)	—			—			—			(1,404,898		)
Distributions to unitholders	(682,241		)	—			—			—			(682,241		)
Financing fees and offering costs	(16,033		)	—			—			—			(16,033		)
Change in note payable with affiliate	—			26,700			—			(26,700		)	—
Capital contribution – affiliates	—			—			(435,000		)	435,000			—
Excess tax benefit from unit-based compensation	—			160			—			—			160
Other	2,895			12,422			(4,272		)	—			11,045
Net cash provided by (used in) financing activities	129,723			39,282			(439,272		)	408,300			138,033
Net increase (decrease) in cash and cash equivalents	(55		)	(58		)	51,041			—			50,928
Cash and cash equivalents:
Beginning	107			1,136			—			—			1,243
Ending	$	52		$	1,078		$	51,041		$	—		$	52,171