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 June 30, 2016 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 425,594 $ 334,043 $ 15,008 $ — $ 774,645 Accounts receivable – trade, net — 151,293 51,304 — 202,597 Accounts receivable – affiliates 1,664,128 38,660 — (1,702,788 ) — Derivative instruments — — 185 — 185 Other current assets 20,545 69,136 19,213 — 108,894 Total current assets 2,110,267 593,132 85,710 (1,702,788 ) 1,086,321 Noncurrent assets: Oil and natural gas properties (successful efforts method) — 13,144,928 5,019,722 — 18,164,650 Less accumulated depletion and amortization — (9,863,329 ) (2,719,219 ) 67,906 (12,514,642 ) — 3,281,599 2,300,503 67,906 5,650,008 Other property and equipment — 607,946 118,875 — 726,821 Less accumulated depreciation — (205,621 ) (16,571 ) — (222,192 ) — 402,325 102,304 — 504,629 Restricted cash — 7,410 197,418 — 204,828 Notes receivable – affiliates 161,100 — — (161,100 ) — Investments in consolidated subsidiaries 2,434,999 — — (2,434,999 ) — Other noncurrent assets — 13,912 17,548 (72 ) 31,388 2,596,099 21,322 214,966 (2,596,171 ) 236,216 Total noncurrent assets 2,596,099 3,705,246 2,617,773 (2,528,265 ) 6,390,853 Total assets $ 4,706,366 $ 4,298,378 $ 2,703,483 $ (4,231,053 ) $ 7,477,174 LIABILITIES AND UNITHOLDERS’ CAPITAL (DEFICIT) Current liabilities: Accounts payable and accrued expenses $ 15 $ 263,673 $ 84,232 $ — $ 347,920 Accounts payable – affiliates — 1,664,128 38,660 (1,702,788 ) — Derivative instruments — — 1,694 — 1,694 Current portion of long-term debt, net 1,937,450 — 874,959 — 2,812,409 Other accrued liabilities 478 44,404 2,810 — 47,692 Total current liabilities 1,937,943 1,972,205 1,002,355 (1,702,788 ) 3,209,715 Notes payable – affiliates — 161,100 — (161,100 ) — Other noncurrent liabilities — 407,722 180,522 (72 ) 588,172 Liabilities subject to compromise 4,167,313 49,419 852,426 — 5,069,158 Unitholders’ capital (deficit): Units issued and outstanding 5,352,381 4,831,495 2,798,713 (7,621,189 ) 5,361,400 Accumulated deficit (6,751,271 ) (3,123,563 ) (2,130,533 ) 5,254,096 (6,751,271 ) (1,398,890 ) 1,707,932 668,180 (2,367,093 ) (1,389,871 ) Total liabilities and unitholders’ capital (deficit) $ 4,706,366 $ 4,298,378 $ 2,703,483 $ (4,231,053 ) $ 7,477,174 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 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 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 June 30, 2016 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Revenues and other: Oil, natural gas and natural gas liquids sales $ — $ 216,426 $ 99,831 $ — $ 316,257 Gains (losses) on oil and natural gas derivatives — (183,794 ) 1,026 — (182,768 ) Marketing revenues — 8,551 5,969 — 14,520 Other revenues — 5,573 1,813 — 7,386 — 46,756 108,639 — 155,395 Expenses: Lease operating expenses — 73,127 42,416 — 115,543 Transportation expenses — 41,092 10,945 — 52,037 Marketing expenses — 6,727 4,578 — 11,305 General and administrative expenses — 34,898 24,748 — 59,646 Exploration costs — 48 — — 48 Depreciation, depletion and amortization — 104,718 41,186 (2,733 ) 143,171 Taxes, other than income taxes — 20,852 9,995 — 30,847 Losses on sale of assets and other, net — 2,517 425 — 2,942 — 283,979 134,293 (2,733 ) 415,539 Other income and (expenses): Interest expense, net of amounts capitalized (52,118 ) 36 (16,352 ) — (68,434 ) Interest expense – affiliates — (2,969 ) — 2,969 — Interest income – affiliates 2,969 — — (2,969 ) — Equity in losses from consolidated subsidiaries (240,209 ) — — 240,209 — Other, net (1,237 ) 11 (76 ) — (1,302 ) (290,595 ) (2,922 ) (16,428 ) 240,209 (69,736 ) Reorganization items, net 499,087 (13,289 ) 49,086 — 534,884 Income (loss) before income taxes 208,492 (253,434 ) 7,004 242,942 205,004 Income tax expense (benefit) — (3,652 ) 164 — (3,488 ) Net income (loss) $ 208,492 $ (249,782 ) $ 6,840 $ 242,942 $ 208,492 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the Three Months Ended June 30, 2015 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Revenues and other: Oil, natural gas and natural gas liquids sales $ — $ 323,038 $ 173,381 $ — $ 496,419 Losses on oil and natural gas derivatives — (186,714 ) (4,474 ) — (191,188 ) Marketing revenues — 3,285 7,448 — 10,733 Other revenues — 4,329 1,535 — 5,864 — 143,938 177,890 — 321,828 Expenses: Lease operating expenses — 90,756 49,896 — 140,652 Transportation expenses — 42,817 12,978 — 55,795 Marketing expenses — 3,161 5,998 — 9,159 General and administrative expenses — 61,548 37,102 — 98,650 Exploration costs — 564 — — 564 Depreciation, depletion and amortization — 150,739 63,052 1,941 215,732 Taxes, other than income taxes — 35,838 22,196 — 58,034 Gains on sale of assets and other, net — (17,185 ) (811 ) — (17,996 ) — 368,238 190,411 1,941 560,590 Other income and (expenses): Interest expense, net of amounts capitalized (123,555 ) 145 (22,690 ) — (146,100 ) Interest expense – affiliates — (3,235 ) — 3,235 — Interest income – affiliates 3,235 — — (3,235 ) — Gain on extinguishment of debt 2,320 — 6,831 — 9,151 Equity in losses from consolidated subsidiaries (255,426 ) — — 255,426 — Other, net (5,701 ) 18 (463 ) — (6,146 ) (379,127 ) (3,072 ) (16,322 ) 255,426 (143,095 ) Loss before income taxes (379,127 ) (227,372 ) (28,843 ) 253,485 (381,857 ) Income tax benefit — (2,719 ) (11 ) — (2,730 ) Net loss $ (379,127 ) $ (224,653 ) $ (28,832 ) $ 253,485 $ (379,127 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the Six Months Ended June 30, 2016 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Revenues and other: Oil, natural gas and natural gas liquids sales $ — $ 416,275 $ 183,297 $ — $ 599,572 Gains (losses) on oil and natural gas derivatives — (74,341 ) 1,534 — (72,807 ) Marketing revenues — 17,612 11,213 — 28,825 Other revenues — 10,711 3,861 — 14,572 — 370,257 199,905 — 570,162 Expenses: Lease operating expenses — 160,679 92,509 — 253,188 Transportation expenses — 83,086 23,874 — 106,960 Marketing expenses — 14,560 9,033 — 23,593 General and administrative expenses — 96,255 49,920 — 146,175 Exploration costs — 2,741 — — 2,741 Depreciation, depletion and amortization — 212,763 100,029 (5,563 ) 307,229 Impairment of long-lived assets — 129,703 1,030,588 (6,387 ) 1,153,904 Taxes, other than income taxes 2 40,604 24,308 — 64,914 Losses on sale of assets and other, net — 3,786 233 — 4,019 2 744,177 1,330,494 (11,950 ) 2,062,723 Other income and (expenses): Interest expense, net of amounts capitalized (137,590 ) 241 (36,304 ) — (173,653 ) Interest expense – affiliates — (5,938 ) — 5,938 — Interest income – affiliates 5,938 — — (5,938 ) — Equity in losses from consolidated subsidiaries (1,505,445 ) — — 1,505,445 — Other, net (1,242 ) 84 (10 ) — (1,168 ) (1,638,339 ) (5,613 ) (36,314 ) 1,505,445 (174,821 ) Reorganization items, net 499,087 (13,289 ) 49,086 — 534,884 Loss before income taxes (1,139,254 ) (392,822 ) (1,117,817 ) 1,517,395 (1,132,498 ) Income tax expense — 6,594 162 — 6,756 Net loss $ (1,139,254 ) $ (399,416 ) $ (1,117,979 ) $ 1,517,395 $ (1,139,254 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the Six Months Ended June 30, 2015 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Revenues and other: Oil, natural gas and natural gas liquids sales $ — $ 617,021 $ 329,967 $ — $ 946,988 Gains (losses) on oil and natural gas derivatives — 234,800 (1,207 ) — 233,593 Marketing revenues — 29,497 14,980 — 44,477 Other revenues — 9,886 3,431 — 13,317 — 891,204 347,171 — 1,238,375 Expenses: Lease operating expenses — 196,588 117,085 — 313,673 Transportation expenses — 83,751 25,584 — 109,335 Marketing expenses — 26,357 11,643 — 38,000 General and administrative expenses — 119,329 58,289 — 177,618 Exploration costs — 960 — — 960 Depreciation, depletion and amortization — 291,438 136,031 3,277 430,746 Impairment of long-lived assets — 325,417 272,000 (64,800 ) 532,617 Taxes, other than income taxes 2 66,549 45,528 — 112,079 Gains on sale of assets and other, net — (24,999 ) (5,284 ) — (30,283 ) 2 1,085,390 660,876 (61,523 ) 1,684,745 Other income and (expenses): Interest expense, net of amounts capitalized (246,941 ) 1,851 (44,111 ) — (289,201 ) Interest expense – affiliates — (5,617 ) — 5,617 — Interest income – affiliates 5,617 — — (5,617 ) — Gain on extinguishment of debt 8,955 — 6,831 — 15,786 Equity in losses from consolidated subsidiaries (478,237 ) — — 478,237 — Other, net (7,679 ) (47 ) (633 ) — (8,359 ) (718,285 ) (3,813 ) (37,913 ) 478,237 (281,774 ) Loss before income taxes (718,287 ) (197,999 ) (351,618 ) 539,760 (728,144 ) Income tax benefit — (9,796 ) (61 ) — (9,857 ) Net loss $ (718,287 ) $ (188,203 ) $ (351,557 ) $ 539,760 $ (718,287 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2016 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Cash flow from operating activities: Net loss $ (1,139,254 ) $ (399,416 ) $ (1,117,979 ) $ 1,517,395 $ (1,139,254 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion and amortization — 212,763 100,029 (5,563 ) 307,229 Impairment of long-lived assets — 129,703 1,030,588 (6,387 ) 1,153,904 Unit-based compensation expenses — 18,553 — — 18,553 Amortization and write-off of deferred financing fees 9,227 — 602 — 9,829 (Gains) losses on sale of assets and other, net — 3,929 (642 ) — 3,287 Equity in losses from consolidated subsidiaries 1,505,445 — — (1,505,445 ) — Deferred income taxes — 3,850 71 — 3,921 Reorganization items (498,954 ) — (56,968 ) — (555,922 ) Derivatives activities: Total losses — 74,341 2,871 — 77,212 Cash settlements — 500,075 8,022 — 508,097 Cash settlements on canceled derivatives — 356,835 1,593 — 358,428 Changes in assets and liabilities: (Increase) decrease in accounts receivable – trade, net — 17,993 (8,296 ) — 9,697 (Increase) decrease in accounts receivable – affiliates 437,406 (30,039 ) — (407,367 ) — Increase in other assets — (19,039 ) (1,035 ) — (20,074 ) Increase (decrease) in accounts payable and accrued expenses (36 ) 47,098 (4,362 ) — 42,700 Increase (decrease) in accounts payable and accrued expenses – affiliates — (437,406 ) 30,039 407,367 — Increase (decrease) in other liabilities 37,278 (11,128 ) (2,556 ) — 23,594 Net cash provided by (used in) operating activities 351,112 468,112 (18,023 ) — 801,201 Cash flow from investing activities: Development of oil and natural gas properties — (88,205 ) (12,360 ) — (100,565 ) Purchases of other property and equipment — (13,794 ) (7,599 ) — (21,393 ) Decrease in restricted cash — — 53,418 — 53,418 Change in notes receivable with affiliate 14,000 — — (14,000 ) — Proceeds from sale of properties and equipment and other (4,010 ) 1,297 142 — (2,571 ) Net cash provided by (used in) investing activities 9,990 (100,702 ) 33,601 (14,000 ) (71,111 ) 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 (913,210 ) — (1,593 ) — (914,803 ) Financing fees and offering costs (623 ) — — — (623 ) Change in notes payable with affiliate — (14,000 ) — 14,000 — Other (1,248 ) (19,439 ) — — (20,687 ) Net cash provided by (used in) financing activities 63,419 (33,439 ) (1,593 ) 14,000 42,387 Net increase in cash and cash equivalents 424,521 333,971 13,985 — 772,477 Cash and cash equivalents: Beginning 1,073 72 1,023 — 2,168 Ending $ 425,594 $ 334,043 $ 15,008 $ — $ 774,645 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2015 Linn Energy, LLC Guarantor Subsidiaries Non- Guarantor Subsidiary Eliminations Consolidated (in thousands) Cash flow from operating activities: Net loss $ (718,287 ) $ (188,203 ) $ (351,557 ) $ 539,760 $ (718,287 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion and amortization — 291,438 136,031 3,277 430,746 Impairment of long-lived assets — 325,417 272,000 (64,800 ) 532,617 Unit-based compensation expenses — 33,711 — — 33,711 Gain on extinguishment of debt (8,955 ) — (6,831 ) — (15,786 ) Amortization and write-off of deferred financing fees 16,692 — 854 — 17,546 Gains on sale of assets and other, net — (22,903 ) (2,991 ) — (25,894 ) Equity in losses from consolidated subsidiaries 478,237 — — (478,237 ) — Deferred income taxes — (9,796 ) (61 ) — (9,857 ) Derivatives activities: Total gains — (234,800 ) (1,853 ) — (236,653 ) Cash settlements — 533,400 32,943 — 566,343 Changes in assets and liabilities: Decrease in accounts receivable – trade, net — 154,697 15,281 — 169,978 (Increase) decrease in accounts receivable – affiliates 371,275 (15,425 ) — (355,850 ) — Decrease in other assets — 8 3,515 — 3,523 Decrease in accounts payable and accrued expenses — (43,427 ) (4,047 ) — (47,474 ) Increase (decrease) in accounts payable and accrued expenses – affiliates — (371,275 ) 15,425 355,850 — Decrease in other liabilities (3,597 ) (13,124 ) (10,310 ) — (27,031 ) Net cash provided by operating activities 135,365 439,718 98,399 — 673,482 Cash flow from investing activities: Development of oil and natural gas properties — (413,271 ) (3,076 ) — (416,347 ) Purchases of other property and equipment — (26,305 ) (2,982 ) — (29,287 ) Investment in affiliates 57,223 — — (57,223 ) — Change in notes receivable with affiliate (30,400 ) — — 30,400 — Proceeds from sale of properties and equipment and other (2,168 ) 49,580 11,302 — 58,714 Net cash provided by (used in) investing activities 24,655 (389,996 ) 5,244 (26,823 ) (386,920 ) 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 645,000 — — — 645,000 Repayments of debt (804,698 ) — (45,353 ) — (850,051 ) Distributions to unitholders (212,631 ) — — — (212,631 ) Financing fees and offering costs (8,646 ) — (3 ) — (8,649 ) Change in notes payable with affiliate — 30,400 — (30,400 ) — Distributions to affiliate — — (57,223 ) 57,223 — Excess tax benefit from unit-based compensation (9,467 ) — — — (9,467 ) Other (3,008 ) (79,063 ) 14 — (82,057 ) Net cash used in financing activities (160,023 ) (48,663 ) (102,565 ) 26,823 (284,428 ) Net increase (decrease) in cash and cash equivalents (3 ) 1,059 1,078 — 2,134 Cash and cash equivalents: Beginning 38 185 1,586 — 1,809 Ending $ 35 $ 1,244 $ 2,664 $ — $ 3,943 |