Document_and_Entity_Informatio
| Document and Entity Information Document | 9 Months Ended |
| Sep. 30, 2013 | |
| Document and Entity Information [Abstract] | |
| Document Type | 10-Q |
| Document Period End Date | 30-Sep-13 |
| Amendment Flag | FALSE |
| Entity Registrant Name | LinnCo, LLC |
| Entity Central Index Key | 1549756 |
| Current Fiscal Year End Date | -19 |
| Entity Well-known Seasoned Issuer | No |
| Entity Voluntary Filers | No |
| Entity Current Reporting Status | No |
| Entity Filer Category | Non-accelerated Filer |
| Entity Common Stock, Shares Outstanding | 34,787,500 |
| Document Fiscal Year Focus | 2013 |
| Document Fiscal Period Focus | Q3 |
BALANCE_SHEETS_Unaudited
| BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
| In Thousands, unless otherwise specified | ||
| Current assets: | ||
| Cash | $1,045 | $523 |
| Accounts receivable - related party | 6,250 | 0 |
| Deferred offering costs | 361 | 0 |
| Total current assets | 7,656 | 523 |
| Noncurrent assets: | ||
| Investment in Linn Energy, LLC | 1,182,185 | 1,221,817 |
| Total noncurrent assets | 1,182,185 | 1,221,817 |
| Total assets | 1,189,841 | 1,222,340 |
| Current liabilities: | ||
| Accounts payable | 6,250 | 0 |
| Total current liabilities | 6,250 | 0 |
| Noncurrent liabilities: | ||
| Deferred income tax | 20,131 | 13,559 |
| Total noncurrent liabilities | 20,131 | 13,559 |
| Contingencies (Note 8) | ||
| Shareholders' equity: | ||
| Voting shares; unlimited shares authorized; 1 share issued and outstanding at September 30, 2013, and December 31, 2012 | 1 | 1 |
| Common shares; unlimited shares authorized, 34,787,500 shares issued and outstanding at September 30, 2013, and December 31, 2012 | 1,209,835 | 1,209,835 |
| Additional paid-in capital | 18,285 | 2,991 |
| Accumulated deficit | -64,661 | -4,046 |
| Total shareholders' equity | 1,163,460 | 1,208,781 |
| Total liabilities and shareholders' equity | $1,189,841 | $1,222,340 |
BALANCE_SHEETS_Unaudited_Paren
| BALANCE SHEETS (Unaudited) (Parenthetical) | Sep. 30, 2013 | Dec. 31, 2012 |
| Statement of Financial Position [Abstract] | ||
| Voting shares: issued | 1 | 1 |
| Voting shares: outstanding | 1 | 1 |
| Common shares: issued | 34,787,500 | 34,787,500 |
| Common shares: outstanding | 34,787,500 | 34,787,500 |
STATEMENTS_OF_OPERATIONS_Unaud
| STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
| In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 |
| Income Statement [Abstract] | ||||
| Equity income (loss) from investment in Linn Energy, LLC | ($667) | $0 | $0 | $36,024 |
| General and administrative expenses | -635 | -351 | -506 | -14,933 |
| Income (loss) before income taxes | -1,302 | -351 | -506 | 21,091 |
| Income tax (expense) benefit | 3,908 | 0 | 0 | -6,572 |
| Net income (loss) | $2,606 | ($351) | ($506) | $14,519 |
| Net income (loss) per share, basic and diluted | $0.07 | $0.42 | ||
| Weighted average shares outstanding | 34,788 | 34,788 | ||
| Dividends declared per share | $0.73 | $2.16 | ||
STATEMENT_OF_SHAREHOLDERS_EQUI
| STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (USD $) | Total | Shares [Member] | Share Amount [Member] | Additional Paid-in Capital [Member] | Accumulated Income (Deficit) [Member] |
| In Thousands, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | |
| Balance Beginning at Dec. 31, 2012 | $1,208,781 | $1,209,836 | $2,991 | ($4,046) | |
| Balance Beginning (in shares) at Dec. 31, 2012 | 34,788 | ||||
| Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
| Capital contributions from Linn Energy, LLC | 15,294 | 15,294 | |||
| Dividends to shareholders | -75,134 | -75,134 | |||
| Net income | 14,519 | 14,519 | |||
| Balance Ending at Sep. 30, 2013 | $1,163,460 | $1,209,836 | $18,285 | ($64,661) | |
| Balance Ending (in shares) at Sep. 30, 2013 | 34,788 |
STATEMENTS_OF_CASH_FLOWS_Unaud
| STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 5 Months Ended | 9 Months Ended |
| In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 |
| Cash flow from operating activities: | ||
| Net income (loss) | ($506) | $14,519 |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
| Equity income from investment in Linn Energy, LLC | 0 | -36,024 |
| Noncash general and administrative expenses paid by Linn Energy, LLC | 506 | 14,933 |
| Deferred income tax | 0 | 6,572 |
| Cash distributions received | 0 | 75,656 |
| Net cash provided by operating activities | 0 | 75,656 |
| Cash flow from financing activities: | ||
| Share issued | 1 | 0 |
| Dividends paid to shareholders | 0 | -75,134 |
| Net cash provided by (used in) financing activities | 1 | -75,134 |
| Net increase in cash and cash equivalents | 1 | 522 |
| Cash and cash equivalents: | ||
| Beginning | 0 | 523 |
| Ending | $1 | $1,045 |
Basis_of_Presentation
| Basis of Presentation | 9 Months Ended |
| Sep. 30, 2013 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Basis of Presentation | Basis of Presentation |
| Nature of Business | |
| LinnCo, LLC (“LinnCo” or the “Company”) is a Delaware limited liability company formed on April 30, 2012. As of September 30, 2013, LinnCo’s sole purpose was to own units representing limited liability company interests (“units”) in Linn Energy, LLC (“LINN Energy”) and it had no significant assets or operations other than those related to its interest in LINN Energy. In connection with the pending acquisition of Berry Petroleum Company (“Berry”) (see Note 2), LinnCo intends to amend its limited liability company agreement to permit the acquisition and subsequent contribution of assets to LINN Energy. LINN Energy is an independent oil and natural gas company that trades on the NASDAQ Global Select Market under the symbol “LINE.” At September 30, 2013, LINN Energy’s last reported sales price per unit, as reported by NASDAQ, was $25.92 and the Company owned approximately 15% of LINN Energy’s outstanding units. | |
| Principles of Reporting | |
| The financial statements at September 30, 2013, for the three months and nine months ended September 30, 2013, for the three months ended September 30, 2012, and for the period from April 30, 2012 (inception) to September 30, 2012, are unaudited, but in the opinion of management include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted under Securities and Exchange Commission (“SEC”) rules and regulations; as such, this report should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The results reported in these unaudited financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. | |
| Investments in noncontrolled entities over which the Company exercises significant influence are accounted for under the equity method. | |
| Reimbursement of LinnCo’s Costs and Expenses | |
| LINN Energy has agreed to provide to LinnCo, or to pay on LinnCo’s behalf, any legal, accounting, tax advisory, financial advisory and engineering fees, printing costs or other administrative and out-of-pocket expenses incurred by LinnCo, along with any other expenses incurred in connection with any public offering of common shares representing limited liability company interests (“shares”) in LinnCo or incurred as a result of being a publicly traded entity. These expenses include costs associated with annual, quarterly and other reports to holders of LinnCo shares, tax return and Form 1099 preparation and distribution, NASDAQ listing fees, printing costs, independent auditor fees and expenses, legal counsel fees and expenses, limited liability company governance and compliance expenses and registrar and transfer agent fees. In addition, LINN Energy has agreed to indemnify LinnCo and its officers and directors for damages suffered or costs incurred (other than income taxes payable by LinnCo) in connection with carrying out LinnCo’s activities. Because all general and administrative expenses and certain offering costs are actually paid by LINN Energy on LinnCo’s behalf, no cash is disbursed by LinnCo. | |
| For the three months and nine months ended September 30, 2013, LinnCo incurred total general and administrative expenses and certain offering costs of approximately $1 million and $15 million, respectively, of which approximately $9 million had been paid by LINN Energy on LinnCo’s behalf as of September 30, 2013. The expenses for the three months and nine months ended September 30, 2013, include approximately $125,000 and $13 million, respectively, of transaction costs related to professional services rendered by third parties in connection with the pending acquisition of Berry (see Note 2). The expenses for the three months and nine months ended September 30, 2013, also include approximately $403,000 and $1 million, respectively, related to services provided by LINN Energy necessary for the conduct of LinnCo’s business, such as accounting, legal, tax, information technology and other expenses. The offering costs of approximately $361,000 were incurred in connection with LinnCo’s registration statement on Form S-4 related to the pending acquisition of Berry. | |
| For the three months ended September 30, 2012, and for the period from April 30, 2012 (inception) to September 30, 2012, LinnCo incurred total general and administrative expenses of approximately $351,000 and $506,000, respectively. The expenses for the three months ended September 30, 2012, and for the period from April 30, 2012 (inception) to September 30, 2012, include approximately $238,000 and $310,000, respectively, related to services provided by LINN Energy necessary for the conduct of LinnCo’s business, such as accounting, legal, tax, information technology and other expenses. For the period from April 30, 2012 (inception) to September 30, 2012, LINN Energy had also paid, on LinnCo’s behalf, approximately $907,000 of deferred offering costs in connection with LinnCo’s October 2012 initial public offering (“IPO”). | |
| Dividends | |
| Within five (5) business days after receiving a cash distribution related to its interests in LINN Energy units, LinnCo is required to pay the cash received, net of reserves for its income tax liability (“tax reserve”), if any, as dividends to its shareholders. The amount of the tax reserve is calculated on a quarterly basis and is determined based on the estimated tax liability for the entire year. The current tax reserve can be increased or reduced, at Company management’s discretion, to account for the over/(under) tax reserve previously recorded. Because the tax reserve is an estimate, upon filing the annual tax returns, if the actual amount of tax due is greater or less than the total amount of tax reserved, the subsequent tax reserve, at Company management’s discretion, could be adjusted accordingly. Any such adjustments are subject to approval by the Company’s Board of Directors (“Board”). | |
| Use of Estimates | |
| The preparation of the accompanying financial statements in conformity with GAAP requires Company management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of income and expenses. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Any changes in estimates resulting from continuous changes in the economic environment will be reflected in the financial statements in future periods. | |
| Accounting for Investment in Linn Energy, LLC | |
| The Company uses the equity method of accounting related to its ownership interest in LINN Energy’s net income (losses). The Company records its share of LINN Energy’s net income (losses) in the period in which it is earned. At September 30, 2013, the Company owned approximately 15% of LINN Energy’s outstanding units. The Company’s ownership percentage could change as LINN Energy issues or repurchases additional units. Changes in the Company’s ownership percentage affect its net income (losses). | |
| The initial carrying amount of the Company’s investment in LINN Energy exceeded the Company’s ownership interest in LINN Energy’s underlying net assets by approximately $516 million. The difference was attributable to proved and unproved oil and natural gas properties, senior notes and equity method goodwill. These amounts are included in “investment in Linn Energy, LLC” on the balance sheet and are amortized over the lives of the related assets and liabilities. Such amortization is included in the equity income from the Company’s investment in LINN Energy. Equity method goodwill is not amortized; however, the investment is reviewed for impairment. Impairment testing is performed when events or circumstances warrant such testing and considers whether there is an inability to recover the carrying value of an investment that is other than temporary. As of September 30, 2013, no impairment had occurred with respect to the Company’s investment in LINN Energy. |
Capitalization
| Capitalization | 9 Months Ended |
| Sep. 30, 2013 | |
| Equity [Abstract] | |
| Capitalization | Capitalization |
| LinnCo’s authorized capital structure consists of two classes of interests: (1) shares with limited voting rights and (2) voting shares, 100% of which are currently held by LINN Energy. At September 30, 2013, LinnCo’s issued capitalization consisted of $1.2 billion in shares and $1,000 contributed by LINN Energy in connection with LinnCo’s formation and in exchange for its voting share. LinnCo is authorized to issue an unlimited number of shares and voting shares. Additional classes of equity interests may be created upon approval by the Board and the holders of a majority of the outstanding shares and voting shares, voting as separate classes. | |
| Acquisition of Berry – Pending | |
| On February 20, 2013, LinnCo and Berry entered into a definitive merger agreement under which LinnCo would acquire all of the outstanding common shares of Berry. Under the terms of the agreement, Berry’s shareholders will receive 1.25 LinnCo common shares for each Berry common share they own. This transaction, which is expected to be a tax-free exchange to Berry’s shareholders, represents value of $46.2375 per common share, based on the closing price of LinnCo common shares on February 20, 2013, the last trading day before the public announcement. | |
| At February 21, 2013, the date of the public announcement, the transaction had a preliminary value of approximately $4.4 billion, including the assumption of approximately $1.7 billion of Berry’s debt. The transaction is subject to approvals by Berry and LinnCo shareholders, LINN Energy unitholders and regulatory agencies. Due to the pending SEC inquiry (see Note 9), the timing of the proposed transaction closing is uncertain. In connection with the proposed transaction described above, LinnCo will contribute Berry to LINN Energy in exchange for newly issued LINN Energy units, after which Berry will be an indirect wholly owned subsidiary of LINN Energy. |
Business
| Business | 9 Months Ended |
| Sep. 30, 2013 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Business | Business |
| In October 2012, LinnCo completed its IPO. At no time after LinnCo’s formation and prior to the IPO did LinnCo have any operations or own any interest in LINN Energy. After the IPO and as of September 30, 2013, LinnCo’s sole purpose was to own LINN Energy units and it had no significant assets or operations other than those related to its interest in LINN Energy. In connection with the pending acquisition of Berry (see Note 2), LinnCo intends to amend its limited liability company agreement to permit the acquisition and subsequent contribution of assets to LINN Energy. |
Summarized_Financial_Informati
| Summarized Financial Information for Linn Energy, LLC | 9 Months Ended | |||||||
| Sep. 30, 2013 | ||||||||
| Equity Method Investments and Joint Ventures [Abstract] | ||||||||
| Summarized Financial Information for Linn Energy, LLC | Summarized Financial Information for Linn Energy, LLC | |||||||
| Following is summarized statements of operations and balance sheet information for LINN Energy. Additional information on LINN Energy’s results of operations and financial position are contained in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which is included in this filing as Exhibit 99.1 and incorporated herein by reference. | ||||||||
| Summarized Linn Energy, LLC Statements of Operations Information | ||||||||
| Three Months Ended | Nine Months Ended | |||||||
| 30-Sep-13 | 30-Sep-13 | |||||||
| (in thousands) | ||||||||
| Revenues and other | $ | 494,562 | $ | 1,702,447 | ||||
| Expenses | (421,630 | ) | (1,287,618 | ) | ||||
| Other income and (expenses) | (107,398 | ) | (319,616 | ) | ||||
| Income tax (expense) benefit | 4,406 | (2,001 | ) | |||||
| Net income (loss) | $ | (30,060 | ) | $ | 93,212 | |||
| Summarized Linn Energy, LLC Balance Sheet Information | ||||||||
| 30-Sep-13 | ||||||||
| (in thousands) | ||||||||
| Current assets | $ | 649,306 | ||||||
| Noncurrent assets | 10,923,452 | |||||||
| 11,572,758 | ||||||||
| Current liabilities | 827,772 | |||||||
| Noncurrent liabilities | 6,704,828 | |||||||
| Unitholders’ capital | $ | 4,040,158 | ||||||
Income_Tax
| Income Tax | 9 Months Ended |
| Sep. 30, 2013 | |
| Income Tax Disclosure [Abstract] | |
| Income Tax | Income Tax |
| LinnCo is a limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. Deferred income tax assets and liabilities are recognized for temporary differences between the basis of the Company’s assets and liabilities for financial and tax reporting purposes. At September 30, 2013, and December 31, 2012, the majority of the Company’s temporary difference and associated deferred tax expense resulted from its investment in LINN Energy. |
Distributions_and_Dividends
| Distributions and Dividends | 9 Months Ended |
| Sep. 30, 2013 | |
| Distribution Received and Dividend Paid [Abstract] | |
| Distributions and Dividends | Distributions and Dividends |
| In April 2013, LINN Energy’s and LinnCo’s Boards approved a change in the distribution and dividend policies that provides a distribution and dividend with respect to any quarter may be made, at the discretion of the Boards, (i) within 45 days following the end of each quarter or (ii) in three equal installments within 15, 45 and 75 days following the end of each quarter. The first monthly distributions and dividends were paid in July 2013. | |
| On July 1, 2013, LINN Energy’s Board declared a cash distribution of $0.725 per unit with respect to the second quarter of 2013, to be paid in three equal monthly installments of $0.2416 per unit. The distributions attributable to LinnCo’s interest in LINN Energy, totaling approximately $25 million, were paid to LinnCo in three equal monthly installments of approximately $8 million on July 15, 2013, August 14, 2013, and September 13, 2013. | |
| On July 1, 2013, the Company’s Board declared a cash dividend of $0.725 per common share with respect to the second quarter of 2013, to be paid in three equal monthly installments of $0.2416 per common share pending the receipt of the applicable cash distribution from LINN Energy. Company management determined that no income tax reserve was required to be deducted from the cash dividend declared on July 1, 2013. Dividends, totaling approximately $25 million, were paid in three equal monthly installments of approximately $8 million on July 16, 2013, August 15, 2013, and September 16, 2013. | |
| On October 1, 2013, LINN Energy’s Board declared a cash distribution of $0.725 per unit with respect to the third quarter of 2013, to be paid in three equal monthly installments of $0.2416 per unit. The first monthly distribution with respect to the third quarter of 2013 attributable to LinnCo’s interest in LINN Energy, totaling approximately $8 million, was paid to LinnCo on October 17, 2013. | |
| On October 1, 2013, the Company’s Board declared a cash dividend of $0.725 per common share with respect to the third quarter of 2013, to be paid in three equal monthly installments of $0.2416 per common share pending the receipt of the applicable cash distribution from LINN Energy. Company management has determined that no income tax reserve is required to be deducted from the cash dividend declared on October 1, 2013. The first monthly dividend with respect to the third quarter of 2013, totaling approximately $8 million, was paid on October 18, 2013, to shareholders of record as of the close of business on October 11, 2013. |
Supplemental_Disclosures_to_th
| Supplemental Disclosures to the Statement of Cash Flows | 9 Months Ended |
| Sep. 30, 2013 | |
| Supplemental Cash Flow Information [Abstract] | |
| Supplemental Disclosures to the Statement of Cash Flows | Supplemental Disclosures to the Statements of Cash Flows |
| For the nine months ended September 30, 2013, and for the period from April 30, 2012 (inception) to September 30, 2012, LinnCo incurred and recorded approximately $15 million and $2 million, respectively, of general and administrative expenses and certain offering costs. Of the expenses and costs incurred for the nine months ended September 30, 2013, approximately $9 million had been paid by LINN Energy on LinnCo’s behalf as of September 30, 2013. All of these expenses and costs are paid by LINN Energy on LinnCo’s behalf, and therefore, are accounted for as capital contributions and reflected as noncash transactions by LinnCo. |
Contingencies
| Contingencies | 9 Months Ended |
| Sep. 30, 2013 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Contingencies | Contingencies |
| On March 21, 2013, a purported stockholder class action captioned Nancy P. Assad Trust v. Berry Petroleum Co., et al. was filed in the District Court for the City and County of Denver, Colorado, No. 13-CV-31365. The action names as defendants Berry, the members of its board of directors, Bacchus HoldCo, Inc., a direct wholly owned subsidiary of Berry (“HoldCo”), Bacchus Merger Sub, Inc., a direct wholly owned subsidiary of HoldCo (“Bacchus Merger Sub”), LinnCo, LINN Energy and Linn Acquisition Company, LLC, a direct wholly owned subsidiary of LinnCo (“LinnCo Merger Sub”). On April 5, 2013, an amended complaint was filed, which alleges that the individual defendants breached their fiduciary duties in connection with the transactions by engaging in an unfair sales process that resulted in an unfair price for Berry, by failing to disclose all material information regarding the transactions, and that the entity defendants aided and abetted those breaches of fiduciary duty. The amended complaint seeks a declaration that the transactions are unlawful and unenforceable, an order directing the individual defendants to comply with their fiduciary duties, an injunction against consummation of the transactions, or, in the event they are completed, rescission of the transactions, an award of fees and costs, including attorneys’ and experts’ fees and expenses, and other relief. On May 21, 2013, the Colorado District Court stayed and administratively closed the Nancy P. Assad Trust action in favor of the Hall action described below that is pending in the Delaware Court of Chancery. | |
| On April 12, 2013, a purported stockholder class action captioned David Hall v. Berry Petroleum Co., et al. was filed in the Delaware Court of Chancery, C.A. No. 8476-VCG. The complaint names as defendants Berry, the members of its board of directors, HoldCo, Bacchus Merger Sub, LinnCo, LINN Energy and LinnCo Merger Sub. The complaint alleges that the individual defendants breached their fiduciary duties in connection with the transactions by engaging in an unfair sales process that resulted in an unfair price for Berry, by failing to disclose all material information regarding the transactions, and that the entity defendants aided and abetted those breaches of fiduciary duty. The complaint seeks a declaration that the transactions are unlawful and unenforceable, an order directing the individual defendants to comply with their fiduciary duties, an injunction against consummation of the transactions, or, in the event they are completed, rescission of the transactions, an award of fees and costs, including attorneys’ and experts’ fees and expenses, and other relief. The Company is unable to estimate a possible loss, or range of possible loss, if any, at this time. | |
| On July 9, 2013, Anthony Booth, individually and on behalf of all other persons similarly situated, filed a class action complaint in the United States District Court, Southern District of Texas, against LINN Energy, Mark E. Ellis, Kolja Rockov, and David B. Rottino (the “Booth Action”). On July 18, 2013, the Catherine A. Fisher Trust, individually and on behalf of all other persons similarly situated, filed a class action complaint in the United States District Court, Southern District of Texas, against the same defendants (the “Fisher Action”). On July 17, 2013, Don Gentry, individually and on behalf of all other persons similarly situated, filed a class action complaint in the United States District Court, Southern District of Texas, against LINN Energy, LinnCo, Mark E. Ellis, Kolja Rockov, David B. Rottino, George A. Alcorn, David D. Dunlap, Terrence S. Jacobs, Michael C. Linn, Joseph P. McCoy, Jeffrey C. Swoveland, and the various underwriters for LinnCo’s initial public offering (the “Gentry Action”) (the Booth Action, Fisher Action, and Gentry Action together, the “Texas Federal Actions”). The Texas Federal Actions each assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) based on allegations that LINN Energy made false or misleading statements relating to its hedging strategy, the cash flow available for distribution to unitholders, and LINN Energy’s energy production. The Gentry Action asserts additional claims under Sections 11 and 15 of the Securities Act of 1933 based on alleged misstatements relating to these issues in the prospectus and registration statement for LinnCo’s initial public offering. On September 23, 2013, the Southern District of Texas entered an order transferring the Texas Federal Actions to the Southern District of New York so that they could be consolidated with the New York Federal Actions, which are described below. | |
| On July 10, 2013, David Adrian Luciano, individually and on behalf of all other persons similarly situated, filed a class action complaint in the United States District Court, Southern District of New York, against LINN Energy, LinnCo, Mark E. Ellis, Kolja Rockov, David B. Rottino, George A. Alcorn, David D. Dunlap, Terrence S. Jacobs, Michael C. Linn, Joseph P. McCoy, Jeffrey C. Swoveland, and the various underwriters for LinnCo’s initial public offering (the “Luciano Action”). The Luciano Action asserts claims under Sections 11 and 15 of the Securities Act of 1933 based on alleged misstatements relating to LINN Energy’s hedging strategy, the cash flow available for distribution to unitholders, and LINN Energy’s energy production in the prospectus and registration statement for LinnCo’s initial public offering. On July 12, 2013, Frank Donio, individually and on behalf of all other persons similarly situated, filed a class action complaint in the United States District Court, Southern District of New York, against LINN Energy, Mark E. Ellis, Kolja Rockov, and David B. Rottino (the “Donio Action”). The Donio Action asserts claims under Sections 10(b) and 20(a) of the Exchange Act based on allegations that LINN Energy made false or misleading statements relating to its hedging strategy, the cash flow available for distribution to unitholders, and LINN Energy’s energy production. Several additional class action cases substantially similar to the Luciano Action and the Donio Action were subsequently filed in the Southern District of New York and assigned to the same judge (the Luciano Action, Donio Action, and all similar subsequently filed New York federal class actions together, the “New York Federal Actions”). The Texas Federal Actions and the New York Federal Actions have now been consolidated in the United States District Court for the Southern District of New York. The cases are in their preliminary stages and it is possible that additional similar actions could be filed. As a result, the Company is unable to estimate a possible loss, or range of possible loss, if any. | |
| On July 10, 2013, Judy Mesirov, derivatively on behalf of nominal defendant LINN Energy, filed a shareholder derivative petition against Mark E. Ellis, Kolja Rockov, David B. Rottino, Arden L. Walker, Jr., Charlene A. Ripley, Michael C. Linn, Joseph P. McCoy, George A. Alcorn, Terrence S. Jacobs, David D. Dunlap, Jeffrey C. Swoveland, and Linda M. Stephens in the District Court of Harris County, Texas (the “Mesirov Action”). On July 12, 2013, John Peters, derivatively on behalf of nominal defendant LINN Energy, filed a shareholder derivative petition against many of the same defendants in the District Court of Harris County, Texas (the “Peters Action”). On August 26, 2013, Joseph Abdalla, derivatively on behalf of nominal defendant LINN Energy, filed a shareholder derivative petition against many of the same defendants in the District Court of Harris County, Texas (the “Abdalla Action”) (the Mesirov Action, Peters Action, and Abdalla Actions together, the “Texas State Court Derivative Actions”). On August 19, 2013, the Charlote J. Lombardo Trust of 2004, derivatively on behalf of nominal defendant LINN Energy, filed a shareholder derivative petition against many of the same defendants in the United States District Court for the Southern District of Texas (the “Lombardo Action”). On September 30, 2013, the Thelma Feldman Rev. Trust, derivatively on behalf of nominal defendant LINN Energy, filed a shareholder derivative petition against many of the same defendants (the “Feldman Rev. Trust Action”). On October 21, 2013, the Parker Family Trust of 2012, derivatively on behalf of nominal defendant LINN Energy, filed a shareholder derivative petition against many of the same defendants (the “Parker Family Trust Action”) (the Lombardo Action, Feldman Rev. Trust Action, and Parker Family Trust Action together, the “Texas Federal Court Derivative Actions”) (the Texas State Court Derivative Action and Texas Federal Court Derivative Actions together, the “Texas Derivative Actions”). The Texas Derivative Actions assert derivative claims on behalf of LINN Energy against the individual defendants for alleged breaches of fiduciary duty, waste of corporate assets, mismanagement, abuse of control, and unjust enrichment based on factual allegations similar to those in the Texas Federal Actions and the New York Federal Actions. The cases are in their preliminary stages and it is possible that additional similar actions could be filed in the District Court of Harris County, Texas, or in other jurisdictions. As a result, the Company is unable to estimate a possible loss, or range of possible loss, if any. |
SEC_Inquiry
| SEC Inquiry | 9 Months Ended |
| Sep. 30, 2013 | |
| SEC Inquiry [Abstract] | |
| SEC Inquiry | SEC Inquiry |
| As disclosed on July 1, 2013, the Company and its affiliate, LINN Energy, have been notified by the staff of the SEC that its Fort Worth Regional Office has commenced an inquiry regarding LINN Energy and LinnCo (the “SEC inquiry”). The SEC staff is investigating whether any violations of federal securities laws have occurred. The SEC staff has requested the production of documents and communications that are potentially relevant to, among other things, LINN Energy and LinnCo’s use of non-GAAP financial measures and disclosures related to LINN Energy’s hedging strategy. The SEC staff has stated that the fact of the inquiry should not be construed as an indication that the SEC or its staff has a negative view of any entity, individual or security. Both LINN Energy and LinnCo are cooperating fully with the SEC in this matter. Due to the pending SEC inquiry, the timing of closing of the merger with Berry is uncertain. LINN Energy and LinnCo are unable to predict the timing or outcome of the SEC inquiry or estimate the nature or amount of any possible sanction the SEC could seek to impose, which could include a fine, penalty, or court or administrative order prohibiting specific conduct, or a potential restatement of LINN Energy’s or LinnCo’s financial statements, any of which could be material. No provision for losses has been recorded for this exposure. |
Basis_of_Presentation_Policies
| Basis of Presentation (Policies) | 9 Months Ended |
| Sep. 30, 2013 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Principles of Reporting | Principles of Reporting |
| The financial statements at September 30, 2013, for the three months and nine months ended September 30, 2013, for the three months ended September 30, 2012, and for the period from April 30, 2012 (inception) to September 30, 2012, are unaudited, but in the opinion of management include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted under Securities and Exchange Commission (“SEC”) rules and regulations; as such, this report should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The results reported in these unaudited financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. | |
| Investments in noncontrolled entities over which the Company exercises significant influence are accounted for under the equity method. | |
| Dividends | Dividends |
| Within five (5) business days after receiving a cash distribution related to its interests in LINN Energy units, LinnCo is required to pay the cash received, net of reserves for its income tax liability (“tax reserve”), if any, as dividends to its shareholders. The amount of the tax reserve is calculated on a quarterly basis and is determined based on the estimated tax liability for the entire year. The current tax reserve can be increased or reduced, at Company management’s discretion, to account for the over/(under) tax reserve previously recorded. Because the tax reserve is an estimate, upon filing the annual tax returns, if the actual amount of tax due is greater or less than the total amount of tax reserved, the subsequent tax reserve, at Company management’s discretion, could be adjusted accordingly. Any such adjustments are subject to approval by the Company’s Board of Directors (“Board”). | |
| Use of Estimates | Use of Estimates |
| The preparation of the accompanying financial statements in conformity with GAAP requires Company management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of income and expenses. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Any changes in estimates resulting from continuous changes in the economic environment will be reflected in the financial statements in future periods. | |
| Accounting for Investment in Linn Energy, LLC | Accounting for Investment in Linn Energy, LLC |
| The Company uses the equity method of accounting related to its ownership interest in LINN Energy’s net income (losses). The Company records its share of LINN Energy’s net income (losses) in the period in which it is earned. At September 30, 2013, the Company owned approximately 15% of LINN Energy’s outstanding units. The Company’s ownership percentage could change as LINN Energy issues or repurchases additional units. Changes in the Company’s ownership percentage affect its net income (losses). | |
| The initial carrying amount of the Company’s investment in LINN Energy exceeded the Company’s ownership interest in LINN Energy’s underlying net assets by approximately $516 million. The difference was attributable to proved and unproved oil and natural gas properties, senior notes and equity method goodwill. These amounts are included in “investment in Linn Energy, LLC” on the balance sheet and are amortized over the lives of the related assets and liabilities. Such amortization is included in the equity income from the Company’s investment in LINN Energy. Equity method goodwill is not amortized; however, the investment is reviewed for impairment. Impairment testing is performed when events or circumstances warrant such testing and considers whether there is an inability to recover the carrying value of an investment that is other than temporary. As of September 30, 2013, no impairment had occurred with respect to the Company’s investment in LINN Energy. |
Summarized_Financial_Informati1
| Summarized Financial Information for Linn Energy, LLC (Tables) | 9 Months Ended | |||||||
| Sep. 30, 2013 | ||||||||
| Equity Method Investments and Joint Ventures [Abstract] | ||||||||
| Summarized Financial Information for Linn Energy, LLC | Following is summarized statements of operations and balance sheet information for LINN Energy. Additional information on LINN Energy’s results of operations and financial position are contained in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which is included in this filing as Exhibit 99.1 and incorporated herein by reference. | |||||||
| Summarized Linn Energy, LLC Statements of Operations Information | ||||||||
| Three Months Ended | Nine Months Ended | |||||||
| 30-Sep-13 | 30-Sep-13 | |||||||
| (in thousands) | ||||||||
| Revenues and other | $ | 494,562 | $ | 1,702,447 | ||||
| Expenses | (421,630 | ) | (1,287,618 | ) | ||||
| Other income and (expenses) | (107,398 | ) | (319,616 | ) | ||||
| Income tax (expense) benefit | 4,406 | (2,001 | ) | |||||
| Net income (loss) | $ | (30,060 | ) | $ | 93,212 | |||
| Summarized Linn Energy, LLC Balance Sheet Information | ||||||||
| 30-Sep-13 | ||||||||
| (in thousands) | ||||||||
| Current assets | $ | 649,306 | ||||||
| Noncurrent assets | 10,923,452 | |||||||
| 11,572,758 | ||||||||
| Current liabilities | 827,772 | |||||||
| Noncurrent liabilities | 6,704,828 | |||||||
| Unitholders’ capital | $ | 4,040,158 | ||||||
Basis_of_Presentation_Details
| Basis of Presentation (Details) (USD $) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | ||
| Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
| Share price | $25.92 | |||||
| Ownership percentage | 15.00% | |||||
| General and administrative expenses and offering costs | $1,000,000 | $2,000,000 | $15,000,000 | |||
| Third party transaction costs related to the pending acquisition of Berry | 125,000 | 13,000,000 | ||||
| General and administrative expenses | 635,000 | 351,000 | 506,000 | 14,933,000 | ||
| Number of days after receiving cash distribution related to interest in Linn Energy units, required to pay the cash received, net of tax reserve, to shareholders | 5 days | |||||
| Equity method investment, difference between carrying amount and underlying equity | 516,000,000 | |||||
| Linn Energy, LLC [Member] | ||||||
| Related Party Transaction | ||||||
| General and administrative expenses paid by related party | 9,000,000 | |||||
| Expenses for services provided by related party | 403,000 | 238,000 | 310,000 | 1,000,000 | ||
| Offering costs | $361,000 | $907,000 | $907,000 | $361,000 | ||
Capitalization_Details
| Capitalization (Details) (USD $) | 0 Months Ended | |||
| Feb. 20, 2013 | Sep. 30, 2013 | Feb. 21, 2013 | Dec. 31, 2012 | |
| Equity [Abstract] | ||||
| Number Of Classes Of Interests | 2 | |||
| Value of common shares outstanding | $1,200,000,000 | |||
| Related Party Transaction | ||||
| Capital contributed by LINN for share purchase | 1,000 | 1,000 | ||
| Number of LinnCo common shares for each Berry common share | 125.00% | |||
| Business acquisition, price per common share | $46.24 | |||
| Preliminary value of definitive purchase merger | 4,400,000,000 | |||
| Debt assumed | 1,700,000,000 | |||
| Linn Energy, LLC [Member] | ||||
| Related Party Transaction | ||||
| Ownership percentage of voting shares held by LINN Energy | 100.00% | |||
| Capital contributed by LINN for share purchase | $1,000 |
Summarized_Financial_Informati2
| Summarized Financial Information for Linn Energy, LLC (Details) (Linn Energy, LLC [Member], USD $) | 3 Months Ended | 9 Months Ended |
| In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
| Linn Energy, LLC [Member] | ||
| Equity Method Investment, Summarized Financial Information, Income Statement | ||
| Revenues and other | $494,562 | $1,702,447 |
| Expenses | -421,630 | -1,287,618 |
| Other income and (expenses) | -107,398 | -319,616 |
| Income tax (expense) benefit | 4,406 | -2,001 |
| Net income (loss) | -30,060 | 93,212 |
| Equity Method Investment, Summarized Financial Information, Assets | ||
| Current assets | 649,306 | 649,306 |
| Noncurrent assets | 10,923,452 | 10,923,452 |
| Total assets | 11,572,758 | 11,572,758 |
| Equity Method Investment, Summarized Financial Information, Liabilities | ||
| Current liabilities | 827,772 | 827,772 |
| Noncurrent liabilities | 6,704,828 | 6,704,828 |
| Equity Method Investment Summarized Financial Information, Equity | ||
| Unitholders' capital | $4,040,158 | $4,040,158 |
Distributions_and_Dividends_De
| Distributions and Dividends (Details) (USD $) | 5 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
| In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 16, 2013 | Sep. 13, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Jul. 16, 2013 | Jul. 16, 2013 | Jul. 02, 2013 | Sep. 30, 2013 | Oct. 18, 2013 | Oct. 18, 2013 | Oct. 02, 2013 |
| Dividend Declared [Member] | Dividend Declared [Member] | Dividend Declared [Member] | Dividend Declared [Member] | Dividend Declared [Member] | Dividend Declared [Member] | Dividend Declared [Member] | Dividend Declared [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
| Dividend Declared [Member] | Dividend Declared [Member] | Dividend Declared [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||||
| Distributions received, amount per unit (in usd per unit) | $0.73 | $0.73 | |||||||||||
| Distributions received, monthly installment, amount per unit (in usd per unit) | $0.24 | $0.24 | |||||||||||
| Cash distributions received | $0 | $75,656 | $8,000 | $8,000 | $8,000 | $25,000 | $8,000 | ||||||
| Dividends declared, net of tax reserves, amount per share (in usd per share) | $0.73 | $0.73 | |||||||||||
| Dividends declared, monthly installment, net of tax reserves, amount per share (in usd per share) | $0.24 | $0.24 | |||||||||||
| Tax reserve, amount per share (in usd per share) | $0 | $0 | |||||||||||
| Payments of Ordinary Dividends, Common Stock | $0 | $75,134 | $8,000 | $8,000 | $8,000 | $25,000 | $8,000 | ||||||
Supplemental_Disclosures_to_th1
| Supplemental Disclosures to the Statement of Cash Flows (Details) (USD $) | 3 Months Ended | 5 Months Ended | 9 Months Ended |
| In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
| Supplemental Cash Flow Information [Abstract] | |||
| General and administrative expenses and offering costs | $1 | $2 | $15 |
| Linn Energy, LLC [Member] | |||
| Related Party Transaction | |||
| General and administrative expenses paid by related party | $9 |