Subsidiary Guarantors | Subsidiary Guarantors Linn Energy, LLC’s senior notes due May 2019, senior notes due November 2019, senior notes due April 2020, Second Lien Notes, senior notes due February 2021 and senior notes due September 2021 are guaranteed by all of the Company’s material subsidiaries, other than Berry Petroleum Company, LLC, which is an indirect 100% wholly owned subsidiary of the Company. The following condensed consolidating financial information presents the financial information of Linn Energy, LLC, the guarantor subsidiaries and the non-guarantor subsidiary in accordance with SEC Regulation S-X Rule 3‑10. The condensed consolidating financial information for the co-issuer, Linn Energy Finance Corp., is not presented as it has no assets, operations or cash flows. The financial information may not necessarily be indicative of the financial position or results of operations had the guarantor subsidiaries or non-guarantor subsidiary operated as independent entities. There are no restrictions on the Company’s ability to obtain cash dividends or other distributions of funds from the guarantor subsidiaries. CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2016 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 917,814 $ 134,408 $ 7,334 $ — $ 1,059,556 Accounts receivable – trade, net — 145,297 40,755 — 186,052 Accounts receivable – affiliates 2,885,185 50,518 — (2,935,703 ) — Derivative instruments — 1,095,929 295 — 1,096,224 Other current assets 23,159 59,170 19,582 — 101,911 Total current assets 3,826,158 1,485,322 67,966 (2,935,703 ) 2,443,743 Noncurrent assets: Oil and natural gas properties (successful efforts method) — 13,129,776 5,019,579 — 18,149,355 Less accumulated depletion and amortization — (9,776,724 ) (2,682,011 ) 65,173 (12,393,562 ) — 3,353,052 2,337,568 65,173 5,755,793 Other property and equipment — 600,783 113,947 — 714,730 Less accumulated depreciation — (194,874 ) (14,617 ) — (209,491 ) — 405,909 99,330 — 505,239 Derivative instruments — 451,843 — — 451,843 Restricted cash — 7,208 250,612 — 257,820 Notes receivable – affiliates 162,700 — — (162,700 ) — Investments in consolidated subsidiaries 2,675,208 — — (2,675,208 ) — Other noncurrent assets — 8,223 16,836 — 25,059 2,837,908 467,274 267,448 (2,837,908 ) 734,722 Total noncurrent assets 2,837,908 4,226,235 2,704,346 (2,772,735 ) 6,995,754 Total assets $ 6,664,066 $ 5,711,557 $ 2,772,312 $ (5,708,438 ) $ 9,439,497 LIABILITIES AND UNITHOLDERS’ CAPITAL (DEFICIT) Current liabilities: Accounts payable and accrued expenses $ — $ 269,911 $ 98,163 $ — $ 368,074 Accounts payable – affiliates — 2,885,185 50,518 (2,935,703 ) — Derivative instruments — — 1,190 — 1,190 Current portion of long-term debt, net 3,720,157 — 873,175 — 4,593,332 Other accrued liabilities 107,536 32,985 29,996 — 170,517 Total current liabilities 3,827,693 3,188,081 1,053,042 (2,935,703 ) 5,133,113 Noncurrent liabilities: Derivative instruments — 474 — — 474 Long-term debt, net 4,449,883 — 844,927 — 5,294,810 Notes payable – affiliates — 162,700 — (162,700 ) — Other noncurrent liabilities — 402,515 213,003 — 615,518 Total noncurrent liabilities 4,449,883 565,689 1,057,930 (162,700 ) 5,910,802 Unitholders’ capital (deficit): Units issued and outstanding 5,346,253 4,831,568 2,798,713 (7,621,189 ) 5,355,345 Accumulated deficit (6,959,763 ) (2,873,781 ) (2,137,373 ) 5,011,154 (6,959,763 ) (1,613,510 ) 1,957,787 661,340 (2,610,035 ) (1,604,418 ) Total liabilities and unitholders’ capital (deficit) $ 6,664,066 $ 5,711,557 $ 2,772,312 $ (5,708,438 ) $ 9,439,497 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 25,090 49,606 20,897 — 95,593 Total current assets 2,946,245 1,435,814 81,191 (2,928,703 ) 1,534,547 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 — 17,178 16,057 (1 ) 33,234 4,115,544 590,583 266,416 (4,115,545 ) 856,998 Total noncurrent assets 4,115,544 4,557,471 3,780,285 (4,059,589 ) 8,393,711 Total assets $ 7,061,789 $ 5,993,285 $ 3,861,476 $ (6,988,292 ) $ 9,928,258 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, net 2,841,518 — 873,175 — 3,714,693 Other accrued liabilities 49,861 52,997 16,735 — 119,593 Total current liabilities 2,892,664 3,310,041 1,017,899 (2,928,703 ) 4,291,901 Noncurrent liabilities: Derivative instruments — 857 — — 857 Long-term debt, net 4,447,308 — 845,368 — 5,292,676 Notes payable – affiliates — 175,100 — (175,100 ) — Other noncurrent liabilities — 399,676 212,050 (1 ) 611,725 Total noncurrent liabilities 4,447,308 575,633 1,057,418 (175,101 ) 5,905,258 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) $ 7,061,789 $ 5,993,285 $ 3,861,476 $ (6,988,292 ) $ 9,928,258 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 2016 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Revenues and other: Oil, natural gas and natural gas liquids sales $ — $ 199,849 $ 83,466 $ — $ 283,315 Gains on oil and natural gas derivatives — 109,453 508 — 109,961 Marketing revenues — 9,061 5,244 — 14,305 Other revenues — 5,138 2,048 — 7,186 — 323,501 91,266 — 414,767 Expenses: Lease operating expenses — 87,552 50,093 — 137,645 Transportation expenses — 41,994 12,929 — 54,923 Marketing expenses — 7,833 4,455 — 12,288 General and administrative expenses — 61,357 25,172 — 86,529 Exploration costs — 2,693 — — 2,693 Depreciation, depletion and amortization — 108,045 58,843 (2,830 ) 164,058 Impairment of long-lived assets — 129,703 1,030,588 (6,387 ) 1,153,904 Taxes, other than income taxes 2 19,752 14,313 — 34,067 (Gains) losses on sale of assets and other, net — 1,269 (192 ) — 1,077 2 460,198 1,196,201 (9,217 ) 1,647,184 Other income and (expenses): Interest expense, net of amounts capitalized (85,472 ) 205 (19,952 ) — (105,219 ) Interest expense – affiliates — (2,969 ) — 2,969 — Interest income – affiliates 2,969 — — (2,969 ) — Equity in losses from consolidated subsidiaries (1,265,236 ) — — 1,265,236 — Other, net (5 ) 73 66 — 134 (1,347,744 ) (2,691 ) (19,886 ) 1,265,236 (105,085 ) Loss before income taxes (1,347,746 ) (139,388 ) (1,124,821 ) 1,274,453 (1,337,502 ) Income tax expense (benefit) — 10,246 (2 ) — 10,244 Net loss $ (1,347,746 ) $ (149,634 ) $ (1,124,819 ) $ 1,274,453 $ (1,347,746 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the Three Months Ended March 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 $ — $ 293,983 $ 156,586 $ — $ 450,569 Gains on oil and natural gas derivatives — 421,514 3,267 — 424,781 Marketing revenues — 26,212 7,532 — 33,744 Other revenues — 5,557 1,896 — 7,453 — 747,266 169,281 — 916,547 Expenses: Lease operating expenses — 105,832 67,189 — 173,021 Transportation expenses — 40,934 12,606 — 53,540 Marketing expenses — 23,196 5,645 — 28,841 General and administrative expenses — 57,781 21,187 — 78,968 Exploration costs — 396 — — 396 Depreciation, depletion and amortization — 140,699 72,979 1,336 215,014 Impairment of long-lived assets — 325,417 272,000 (64,800 ) 532,617 Taxes, other than income taxes 2 30,711 23,332 — 54,045 Gains on sale of assets and other, net — (7,814 ) (4,473 ) — (12,287 ) 2 717,152 470,465 (63,464 ) 1,124,155 Other income and (expenses): Interest expense, net of amounts capitalized (123,386 ) 1,706 (21,421 ) — (143,101 ) Interest expense – affiliates — (2,382 ) — 2,382 — Interest income – affiliates 2,382 — — (2,382 ) — Gain on extinguishment of debt 6,635 — — — 6,635 Equity in losses from consolidated subsidiaries (222,811 ) — — 222,811 — Other, net (1,978 ) (65 ) (170 ) — (2,213 ) (339,158 ) (741 ) (21,591 ) 222,811 (138,679 ) Income (loss) before income taxes (339,160 ) 29,373 (322,775 ) 286,275 (346,287 ) Income tax benefit — (7,077 ) (50 ) — (7,127 ) Net income (loss) $ (339,160 ) $ 36,450 $ (322,725 ) $ 286,275 $ (339,160 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2016 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Cash flow from operating activities: Net loss $ (1,347,746 ) $ (149,634 ) $ (1,124,819 ) $ 1,274,453 $ (1,347,746 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion and amortization — 108,045 58,843 (2,830 ) 164,058 Impairment of long-lived assets — 129,703 1,030,588 (6,387 ) 1,153,904 Unit-based compensation expenses — 12,425 — — 12,425 Amortization and write-off of deferred financing fees 4,676 — 182 — 4,858 (Gains) losses on sale of assets and other, net — 2,226 (310 ) — 1,916 Equity in losses from consolidated subsidiaries 1,265,236 — — (1,265,236 ) — Deferred income taxes — 9,422 (2 ) — 9,420 Derivatives activities: Total (gains) losses — (109,454 ) 2,861 — (106,593 ) Cash settlements — 334,712 9,011 — 343,723 Changes in assets and liabilities: Decrease in accounts receivable – trade, net — 25,815 5,298 — 31,113 (Increase) decrease in accounts receivable – affiliates 49,034 (41,897 ) — (7,137 ) — Increase in other assets — (8,225 ) (64 ) — (8,289 ) Decrease in accounts payable and accrued expenses (36 ) (594 ) (13,897 ) — (14,527 ) Increase (decrease) in accounts payable and accrued expenses – affiliates — (49,034 ) 41,897 7,137 — Increase (decrease) in other liabilities 56,876 (21,163 ) 11,053 — 46,766 Net cash provided by operating activities 28,040 242,347 20,641 — 291,028 Cash flow from investing activities: Development of oil and natural gas properties — (70,407 ) (11,019 ) — (81,426 ) Purchases of other property and equipment — (6,404 ) (3,327 ) — (9,731 ) Change in notes receivable with affiliate 12,400 — — (12,400 ) — Proceeds from sale of properties and equipment and other (918 ) 638 16 — (264 ) Net cash provided by (used in) investing activities 11,482 (76,173 ) (14,330 ) (12,400 ) (91,421 ) Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Cash flow from financing activities: Proceeds from borrowings 978,500 — — — 978,500 Repayments of debt (100,000 ) — — — (100,000 ) Financing fees and offering costs (32 ) — — — (32 ) Change in notes payable with affiliate — (12,400 ) — 12,400 — Other (1,249 ) (19,438 ) — — (20,687 ) Net cash provided by (used in) financing activities 877,219 (31,838 ) — 12,400 857,781 Net increase in cash and cash equivalents 916,741 134,336 6,311 — 1,057,388 Cash and cash equivalents: Beginning 1,073 72 1,023 — 2,168 Ending $ 917,814 $ 134,408 $ 7,334 $ — $ 1,059,556 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2015 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Cash flow from operating activities: Net income (loss) $ (339,160 ) $ 36,450 $ (322,725 ) $ 286,275 $ (339,160 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation, depletion and amortization — 140,699 72,979 1,336 215,014 Impairment of long-lived assets — 325,417 272,000 (64,800 ) 532,617 Unit-based compensation expenses — 20,510 — — 20,510 Gain on extinguishment of debt (6,635 ) — — — (6,635 ) Amortization and write-off of deferred financing fees 6,453 — 259 — 6,712 Gains on sale of assets and other, net — (5,243 ) (1,857 ) — (7,100 ) Equity in losses from consolidated subsidiaries 222,811 — — (222,811 ) — Deferred income taxes — (7,108 ) (50 ) — (7,158 ) Derivatives activities: Total gains — (421,514 ) (2,341 ) — (423,855 ) Cash settlements — 254,569 27,513 — 282,082 Changes in assets and liabilities: Decrease in accounts receivable – trade, net 21,921 96,917 16,392 — 135,230 (Increase) decrease in accounts receivable – affiliates 17,082 (19,856 ) — 2,774 — Increase in other assets — (8,521 ) (3,878 ) — (12,399 ) Decrease in accounts payable and accrued expenses (290 ) (3,844 ) (25,734 ) — (29,868 ) Increase (decrease) in accounts payable and accrued expenses – affiliates — (17,082 ) 19,856 (2,774 ) — Increase (decrease) in other liabilities 42,695 (24,057 ) (9,925 ) — 8,713 Net cash provided by (used in) operating activities (35,123 ) 367,337 42,489 — 374,703 Cash flow from investing activities: Development of oil and natural gas properties — (263,209 ) (1,609 ) — (264,818 ) Purchases of other property and equipment — (11,309 ) (1,092 ) — (12,401 ) Investment in affiliates 43,778 — — (43,778 ) — Change in notes receivable with affiliate (16,400 ) — — 16,400 — Proceeds from sale of properties and equipment and other (1,121 ) 24,808 3,813 — 27,500 Net cash provided by (used in) investing activities 26,257 (249,710 ) 1,112 (27,378 ) (249,719 ) Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Cash flow from financing activities: Proceeds from sale of units 15,900 — — — 15,900 Proceeds from borrowings 395,000 — — — 395,000 Repayments of debt (280,287 ) — — — (280,287 ) Distributions to unitholders (104,815 ) — — — (104,815 ) Financing fees and offering costs (453 ) — — — (453 ) Change in notes payable with affiliate — 16,400 — (16,400 ) — Distribution to affiliate — — (43,778 ) 43,778 — Excess tax benefit from unit-based compensation (8,867 ) — — — (8,867 ) Other (3,786 ) (91,188 ) 15 — (94,959 ) Net cash provided by (used in) financing activities 12,692 (74,788 ) (43,763 ) 27,378 (78,481 ) Net increase (decrease) in cash and cash equivalents 3,826 42,839 (162 ) — 46,503 Cash and cash equivalents: Beginning 38 185 1,586 — 1,809 Ending $ 3,864 $ 43,024 $ 1,424 $ — $ 48,312 |