Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Registrant Name | 'LinnCo, LLC | ' | ' |
Entity Central Index Key | '0001549756 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $1,296,477,276 |
Entity Common Stock, Shares Outstanding | ' | 128,503,236 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $1,045 | $523 |
Accounts receivable – related party | 11,218 | 0 |
Income taxes receivable | 12,849 | 0 |
Deferred income tax | 639 | 0 |
Total current assets | 25,751 | 523 |
Noncurrent assets: | ' | ' |
Investment in Linn Energy, LLC | 3,639,768 | 1,221,817 |
Total noncurrent assets | 3,639,768 | 1,221,817 |
Total assets | 3,665,519 | 1,222,340 |
Current liabilities: | ' | ' |
Accounts payable | 11,298 | 0 |
Total current liabilities | 11,298 | 0 |
Noncurrent liabilities: | ' | ' |
Income taxes liability | 8,983 | 0 |
Deferred income tax | 757,444 | 13,559 |
Total noncurrent liabilities | 766,427 | 13,559 |
Contingencies (Note 8) | ' | ' |
Shareholder’s equity: | ' | ' |
Voting shares; unlimited shares authorized; 1 share issued and outstanding at December 31, 2013, and December 31, 2012 | 1 | 1 |
Common shares; unlimited shares authorized; 128,503,236 shares and 34,787,500 shares issued and outstanding at December 31, 2013, and December 2012, respectively | 3,868,387 | 1,209,835 |
Additional paid-in capital | 36,247 | 2,991 |
Accumulated deficit | -1,016,841 | -4,046 |
Total shareholders' equity | 2,887,794 | 1,208,781 |
Total liabilities and shareholder’s equity | $3,665,519 | $1,222,340 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Voting shares: issued | 1 | 1 |
Voting shares: outstanding | 1 | 1 |
Common shares: issued | 128,503,236 | 34,787,500 |
Common shares: outstanding | 128,503,236 | 34,787,500 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 8 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Equity income (loss) from investment in Linn Energy, LLC | $34,411 | ($244,189) |
General and administrative expenses | -1,230 | -42,089 |
Loss on transfer of Berry | 0 | -718,249 |
Income (loss) before income taxes | 33,181 | -1,004,527 |
Income tax (expense) benefit | -12,528 | 92,080 |
Net income (loss) | $20,653 | ($912,447) |
Net income (loss) per share, basic and diluted | $1.92 | ($23.46) |
Weighted average shares outstanding | 10,747 | 38,896 |
Dividends declared per share | $0.71 | $2.88 |
STATEMENTS_OF_SHAREHOLDERS_EQU
STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Shares [Member] | Share Amount [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | |
Balance Beginning at Apr. 29, 2012 | ' | ' | ' | ' | ' |
Sale of voting share to Linn Energy, LLC (in shares) | ' | 1 | ' | ' | ' |
Sale of voting share to Linn Energy, LLC | $1 | ' | $1 | ' | ' |
Sale of common shares, net of underwriting discounts and expenses of $59,909 (in shares) | ' | 34,787,500 | ' | ' | ' |
Sale of common shares, net of underwriting discounts and expenses of $59,909 | 1,209,835 | ' | 1,209,835 | ' | ' |
Deferred tax in equity investment | -1,031 | ' | ' | -1,031 | ' |
Capital contributions from Linn Energy, LLC | 4,022 | ' | ' | 4,022 | ' |
Dividends to shareholders | -24,699 | ' | ' | ' | -24,699 |
Net income (loss) | 20,653 | ' | ' | ' | 20,653 |
Balance Ending at Dec. 31, 2012 | 1,208,781 | ' | 1,209,836 | 2,991 | -4,046 |
Balance Ending (in shares) at Dec. 31, 2012 | ' | 34,787,501 | ' | ' | ' |
Issuance of common shares, net of expenses of $388 (in shares) | ' | 93,715,736 | ' | ' | ' |
Issuance of common shares, net of expenses of $388 | 2,658,552 | ' | 2,658,552 | ' | ' |
Capital contributions from Linn Energy, LLC | 33,256 | ' | ' | 33,256 | ' |
Dividends to shareholders | -100,348 | ' | ' | ' | -100,348 |
Net income (loss) | -912,447 | ' | ' | ' | -912,447 |
Balance Ending at Dec. 31, 2013 | $2,887,794 | ' | $3,868,388 | $36,247 | ($1,016,841) |
Balance Ending (in shares) at Dec. 31, 2013 | ' | 128,503,237 | ' | ' | ' |
STATEMENTS_OF_SHAREHOLDERS_EQU1
STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | 8 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Offering expenses | ' | $388 |
Underwriting discounts and expenses | $59,909 | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | |
Cash flow from operating activities: | ' | ' |
Net income (loss) | $20,653,000 | ($912,447,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Equity income (loss) from investment in Linn Energy, LLC | -34,411,000 | 244,189,000 |
Noncash general and administrative expenses paid by Linn Energy, LLC | 1,230,000 | 42,089,000 |
Loss on transfer of Berry | 0 | 718,249,000 |
Deferred income tax | 12,528,000 | -92,080,000 |
Cash distributions received | 25,221,000 | 100,870,000 |
Net cash provided by operating activities | 25,221,000 | 100,870,000 |
Cash flow from investing activities: | ' | ' |
Investment in Linn Energy, LLC | -1,212,627,000 | 0 |
Net cash used in investing activities | -1,212,627,000 | 0 |
Cash flow from financing activities: | ' | ' |
Proceeds from sale of voting share | 1,000 | 0 |
Proceeds from sale of common shares | 1,269,744,000 | 0 |
Dividends paid to shareholders | -24,699,000 | -100,348,000 |
Offering expenses and fees | -57,117,000 | 0 |
Net cash provided by (used in) financing activities | 1,187,929,000 | -100,348,000 |
Net increase in cash and cash equivalents | 523,000 | 522,000 |
Cash and cash equivalents: | ' | ' |
Beginning | 0 | 523,000 |
Ending | $523,000 | $1,045,000 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation and Significant Accounting Policies | ' |
Basis of Presentation and Significant Accounting Policies | |
Nature of Business | |
LinnCo, LLC (“LinnCo” or the “Company”) is a Delaware limited liability company formed on April 30, 2012. LinnCo’s initial sole purpose was to own units representing limited liability company interests (“units”) in its affiliate, Linn Energy, LLC (“LINN Energy”). In connection with the acquisition of Berry Petroleum Company (“Berry”) (see Note 2), LinnCo amended its limited liability company agreement to permit, among other things, the acquisition and subsequent transfer of assets to LINN Energy for consideration received. As of December 31, 2013, LinnCo had no significant assets or operations other than those related to its interest in 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 December 31, 2013, LINN Energy’s last reported sales price per unit, as reported by NASDAQ, was $30.79 and the Company owned approximately 39% of LINN Energy’s outstanding units. | |
The operations of the Company are governed by the provisions of a limited liability company agreement executed by and among its members. Pursuant to applicable provisions of the Delaware Limited Liability Company Act (the “Delaware Act”) and the Amended and Restated Limited Liability Company Agreement of LinnCo, LLC (the “Agreement”), shareholders have no liability for the debts, obligations and liabilities of the Company, except as expressly required in the Agreement or the Delaware Act. The Company will remain in existence unless and until dissolved in accordance with the terms of the Agreement. | |
Principles of Reporting | |
The Company presents its financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). Investments in noncontrolled entities over which the Company exercises significant influence are accounted for under the equity method. | |
Reimbursement of LinnCo’s Costs | |
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 requiring cash payments are actually paid by LINN Energy on LinnCo’s behalf, no cash is disbursed by LinnCo. | |
For the year ended December 31, 2013, LinnCo incurred total general and administrative expenses and certain offering costs of approximately $42 million, of which approximately $22 million had been paid by LINN Energy on LinnCo’s behalf as of December 31, 2013. The expenses for the year ended December 31, 2013, include approximately $40 million of transaction costs related to the Berry acquisition (see Note 2), including approximately $9 million of noncash share-based compensation expense. The expenses for the year ended December 31, 2013, also include approximately $2 million 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 $388,000 were incurred in connection with LinnCo’s registration statement on Form S-4 related to the Berry acquisition. | |
For the period from April 30, 2012 (inception) to December 31, 2012, LinnCo incurred total general and administrative expenses of approximately $1 million. The expenses for the period from April 30, 2012 (inception) to December 31, 2012, include approximately $772,000 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 December 31, 2012, LINN Energy had also paid, on LinnCo’s behalf, approximately $3 million 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 interest 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. 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. | |
Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. | |
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 December 31, 2013, the Company owned approximately 39% 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). | |
At December 31, 2013, the 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 $1.3 billion. The difference is 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 December 31, 2013, no impairment had occurred with respect to the Company’s investment in LINN Energy. | |
Income Taxes | |
The Company 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 December 31, 2013, the majority of the Company’s temporary difference and associated deferred tax expense resulted from the Berry acquisition and its investment in LINN Energy and at December 31, 2012, the majority of the Company’s temporary difference and associated deferred tax expense resulted from its investment in LINN Energy. | |
The Company routinely assesses the realizability of the deferred tax assets by considering whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and records a valuation allowance against the deferred tax assets that will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making an assessment. The Company recognizes only the impact of income tax positions that, based on their merits, are more likely than not to be sustained upon audit by a taxing authority. At December 31, 2013, the Company’s established valuation allowance and unrecognized income tax benefits resulted from the Berry acquisition. At December 31, 2012, the Company had no valuation allowance or unrecognized income tax benefits. | |
Earnings Per Share | |
Both basic and diluted earnings per share are computed by dividing net earnings attributable to shareholders by the weighted average number of shares outstanding during each period. There are no securities outstanding that may be converted into or exercised for shares. |
Capitalization_Notes
Capitalization (Notes) | 12 Months Ended | |||||||
Dec. 31, 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 December 31, 2013, LinnCo’s issued capitalization consisted of $3.9 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. | ||||||||
Total common shares outstanding at December 31, 2013, exclude 40,938 (approximately $1 million) of Berry equity awards that vested and were converted to LinnCo common shares on the Berry acquisition date and included in total consideration but such shares were unissued at December 31, 2013, due to six month deferred issuance provisions in the original Berry award agreements. | ||||||||
Berry Acquisition | ||||||||
On December 16, 2013, the Company completed the previously-announced transactions contemplated by the merger agreement between the Company, LINN Energy and Berry under which LinnCo acquired all of the outstanding common shares of Berry and the contribution agreement between the Company and LINN Energy, under which the Company transferred Berry to LINN Energy in exchange for LINN Energy units. Under the merger agreement, as amended, Berry’s shareholders received 1.68 LinnCo common shares for each Berry common share they owned, totaling 93,756,674 LinnCo common shares valued at approximately $2.7 billion. Under the contribution agreement, LinnCo transferred Berry to LINN Energy after which Berry became an indirect wholly owned subsidiary of LINN Energy. As consideration for the transfer of Berry to LINN Energy, the Company acquired 93,756,674 newly issued LINN Energy units, valued at approximately $2.8 billion and equal to the number of LinnCo shares issued as consideration for Berry. | ||||||||
The acquisition was accounted for under the acquisition method of accounting. The purchase price is as follows (in thousands, except shares and closing share price): | ||||||||
LinnCo common shares issued | 93,756,674 | |||||||
Closing price of LinnCo shares on December 16, 2013 | $ | 28.36 | ||||||
LinnCo share consideration | $ | 2,658,939 | ||||||
Berry share-based awards expensed in the post-combination period | $ | (9,220 | ) | |||||
Total purchase price | $ | 2,649,719 | ||||||
On the Berry acquisition date, the Company transferred Berry to its affiliate, LINN Energy. Accordingly, the assets, liabilities and results of operations of Berry are not included in the Company’s financial statements. The acquisition of 93,756,674 LINN Energy units, which are equal to the number of LinnCo shares issued as consideration for Berry, increased the Company’s ownership of LINN Energy’s outstanding units from approximately 15% to approximately 39%. | ||||||||
The following unaudited pro forma financial information presents a summary of the Company’s results of operations for the year ended December 31, 2013, and for the period from April 30, 2012 (inception) to December 31, 2012, assuming the transactions had been completed as of April 30, 2012. The pro forma condensed financial information has been prepared for informational purposes only and does not purport to represent what the actual results of operations would have been had the transactions been completed as of the date assumed, nor is this information necessarily indicative of future results of operations. | ||||||||
Year Ended December 31, 2013 | April 30, 2012 | |||||||
(Inception) To | ||||||||
December 31, 2012 | ||||||||
(in thousands, except per share amounts) | ||||||||
Equity income (loss) from investment in Linn Energy, LLC | $ | (190,279 | ) | $ | 18,977 | |||
Net income (loss) | $ | (121,083 | ) | $ | 11,096 | |||
Net income (loss) per share, basic and diluted | $ | (0.91 | ) | $ | 0.11 | |||
The pro forma condensed statements of operations include adjustments to: | ||||||||
• | Reflect the impact of the transactions on the equity income (loss) from investment in LINN Energy. The Company uses the equity method of accounting related to its ownership interest in LINN Energy’s net income (losses). | |||||||
• | Reflect the impact of the transactions on taxes. | |||||||
• | Exclude transaction costs incurred during the year ended December 31, 2013, consisting of investment banking fees, legal fees and other acquisition-related transaction costs from the pro forma statements of operations as they reflect nonrecurring charges not expected to have a continuing impact on the combined results. | |||||||
• | Exclude the loss on transfer of Berry, which reflects the difference between the fair value of the assets acquired and liabilities assumed from Berry and the fair value of the LINN Energy units received in connection with the transfer. The loss is primarily due to deferred income taxes assumed by LinnCo that were not transferred to LINN Energy. This loss is excluded from the pro forma statements of operations as it reflects a nonrecurring charge not expected to have a continuing impact on the combined results; however, upon closing the transactions, LinnCo recognized this loss in its statement of operations. | |||||||
• | Reflect 93.8 million LinnCo common shares assumed to be issued in conjunction with the transaction on April 30, 2012. | |||||||
For the year ended December 31, 2013, in connection with the Berry acquisition, the Company incurred acquisition-related transaction costs of approximately $40 million, including approximately $9 million of noncash share-based compensation expense. | ||||||||
In connection with the Berry acquisition, certain Berry equity-based awards were exchanged for common shares issued by the Company. Each Berry restricted stock unit (“RSU”) that was vested as of the effective time of the acquisition, that was held by a former nonemployee director or by an employee of Berry whose employment was terminated in connection with the acquisition as agreed by the parties or that was subject to performance-based vesting criteria was converted as of the effective time of the acquisition into LinnCo common shares. Under the acquisition method of accounting, these Berry employee RSUs were measured and recorded at their fair values on the acquisition date, resulting in additional purchase price consideration of approximately $52 million. The portion of the replacement awards attributable to post-combination service was calculated as the difference between the fair value of the replacement awards and the amount attributed to pre-combination service, and was recognized as expense. |
Business_Notes
Business (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [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, LinnCo’s initial sole purpose was to own units in its affiliate, LINN Energy. In connection with the Berry acquisition (see Note 2), LinnCo amended its limited liability company agreement to permit, among other things, the acquisition and subsequent transfer of assets to LINN Energy for consideration received. As of December 31, 2013, LinnCo had no significant assets or operations other than those related to its interest in LINN Energy. |
Summarized_Financial_Informati
Summarized Financial Information for Linn Energy, LLC (Notes) | 12 Months Ended | |||||||
Dec. 31, 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 sheets information for LINN Energy. Additional information on LINN Energy’s results of operations and financial position are contained in its Annual Report on Form 10-K for the year ended December 31, 2013, which is included in this filing as Exhibit 99.1 and incorporated herein by reference. | ||||||||
Summarized Linn Energy, LLC Statements of Operations Information | ||||||||
Year Ended December 31, 2013 | October 17, 2012 To December 31, 2012 | |||||||
(in thousands) | ||||||||
Revenues and other | $ | 2,331,655 | $ | 604,701 | ||||
Expenses | (2,590,273 | ) | (578,170 | ) | ||||
Other income and (expenses) | (434,918 | ) | (85,464 | ) | ||||
Income tax benefit | 2,199 | 1,697 | ||||||
Net loss | $ | (691,337 | ) | $ | (57,236 | ) | ||
Summarized Linn Energy, LLC Balance Sheets Information | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Current assets | $ | 815,940 | $ | 811,428 | ||||
Noncurrent assets | 15,689,024 | 10,639,810 | ||||||
16,504,964 | 11,451,238 | |||||||
Current liabilities | 1,252,733 | 823,132 | ||||||
Noncurrent liabilities | 9,360,804 | 6,200,926 | ||||||
Unitholders’ capital | $ | 5,891,427 | $ | 4,427,180 | ||||
Income_Taxes_Notes
Income Taxes (Notes) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax | ' | |||||||
Income Taxes | ||||||||
The Company is a limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. Income tax (expense) benefit consisted of the following: | ||||||||
Year Ended December 31, 2013 | April 30, 2012 (Inception) To December 31, 2012 | |||||||
(in thousands) | ||||||||
Deferred taxes: | ||||||||
Federal | $ | 84,908 | $ | (11,867 | ) | |||
State | 7,172 | (661 | ) | |||||
$ | 92,080 | $ | (12,528 | ) | ||||
For the period from April 30, 2012 (inception) to December 31, 2012, the Company recorded to equity approximately $1 million of deferred taxes related to issuance costs compared to none for the year ended December 31, 2013. As of December 31, 2013, the Company had approximately $138 million of federal and $160 million of state net operating loss carryforwards which will begin expiring in 2032. As of December 31, 2013, the Company also had approximately $37 million of federal and state general business and other credits, the majority of which will begin expiring in 2017, federal alternative minimum income tax (“AMT”) credit carryforwards of approximately $500,000 and state AMT credits of approximately $600,000 that do not expire and can be used to offset regular income taxes in future years to the extent that regular income taxes exceed the AMT in any such year. Under federal and applicable state income tax laws, a corporation is generally permitted to deduct from taxable income in any year tax carryforwards subject to certain limitations as prescribed by the taxing authorities. Under federal income tax law, the Company’s net operating loss carryforwards are subject to limitations as defined by Section 382 of the Internal Revenue Code. | ||||||||
A reconciliation of the federal statutory tax rate to the effective tax rate is as follows: | ||||||||
Year Ended December 31, 2013 | April 30, 2012 (Inception) To December 31, 2012 | |||||||
Federal statutory rate | 35 | % | 35 | % | ||||
State, net of federal tax benefit | 0.3 | 2 | ||||||
Loss on transfer of Berry | (24.3 | ) | — | |||||
Other items | (1.8 | ) | 0.8 | |||||
Effective rate | 9.2 | % | 37.8 | % | ||||
Significant components of the deferred tax assets and liabilities were as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Current deferred tax assets: | ||||||||
Share-based compensation | $ | 837 | $ | — | ||||
Valuation allowance | (198 | ) | — | |||||
Total current deferred tax assets | 639 | — | ||||||
Noncurrent deferred tax assets: | ||||||||
Net operating loss carryforwards | 50,991 | 622 | ||||||
Unamortized intangible drilling costs | 46,348 | 9,029 | ||||||
Credits | 32,092 | — | ||||||
Other | 31 | — | ||||||
Valuation allowance | (31,925 | ) | — | |||||
Total noncurrent deferred tax assets | 97,537 | 9,651 | ||||||
Noncurrent deferred tax liabilities: | ||||||||
Investment in LINN Energy | (854,981 | ) | (23,210 | ) | ||||
Total noncurrent deferred tax liabilities | (854,981 | ) | (23,210 | ) | ||||
Net deferred tax liabilities | $ | (756,805 | ) | $ | (13,559 | ) | ||
Net deferred tax assets and liabilities were classified on the balance sheets as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Current deferred tax assets | $ | 639 | $ | — | ||||
Current deferred tax liabilities | — | — | ||||||
Net current deferred tax assets | $ | 639 | $ | — | ||||
Noncurrent deferred tax assets | $ | 97,537 | $ | 9,651 | ||||
Noncurrent deferred tax liabilities | (854,981 | ) | (23,210 | ) | ||||
Net noncurrent deferred tax liabilities | $ | (757,444 | ) | $ | (13,559 | ) | ||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At December 31, 2013, based upon the projections for future taxable income over the periods in which the deferred tax assets are deductible, a valuation allowance of $32 million was recorded for tax carryforwards and attributes inherited from Berry to reduce the net deferred tax assets to an amount that is more likely than not to be recognized. The amount of deferred tax assets considered realizable could be reduced in the future if estimates of future taxable income during the carryforward period are reduced. At December 31, 2012, the Company had not recorded a valuation allowance against the deferred tax assets. | ||||||||
In accordance with the applicable accounting standards, the Company recognizes only the impact of income tax positions that, based on their merits, are more likely than not to be sustained upon audit by a taxing authority. To evaluate its current tax positions in order to identify any material uncertain tax positions, the Company developed a policy of identifying and evaluating uncertain tax positions that considers support for each tax position, industry standards, tax return disclosures and schedules, and the significance of each position. It is the Company’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. | ||||||||
As a result of the Berry acquisition, at December 31, 2013, the Company had a gross liability for uncertain income tax benefits of approximately $20 million which, if recognized, would affect the effective income tax rate. The Company estimates that it is reasonably possible that the balance of unrecognized income tax benefits as of December 31, 2013, could decrease by a maximum of approximately $80,000 in the next 12 months due to the expiration of statutes of limitations and settlements with taxing authorities. The Company had accrued approximately $19,000 of interest related to its uncertain income tax positions as of December 31, 2013. The Company had no material uncertain tax positions at December 31, 2012. The tax years 2010 – 2012 remain open to examination for federal income tax purposes. |
Distributions_and_Dividends
Distributions and Dividends | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Distribution Received and Dividend Paid [Abstract] | ' | ||||||||
Distributions and Dividends | ' | ||||||||
Distributions and Dividends | |||||||||
The following provides a summary of distributions paid by LINN Energy to LinnCo and dividends paid by LinnCo to its shareholders during the year ended December 31, 2013: | |||||||||
LINN Energy Distributions to LinnCo | |||||||||
Date Paid | Distributions Per Unit | Total Distributions | |||||||
(in millions) | |||||||||
Dec-13 | $ | 0.2416 | $ | 8 | |||||
Nov-13 | $ | 0.2416 | $ | 8 | |||||
Oct-13 | $ | 0.2416 | $ | 8 | |||||
Sep-13 | $ | 0.2416 | $ | 8 | |||||
Aug-13 | $ | 0.2416 | $ | 8 | |||||
Jul-13 | $ | 0.2416 | $ | 8 | |||||
May-13 | $ | 0.725 | $ | 25 | |||||
Feb-13 | $ | 0.725 | $ | 25 | |||||
LinnCo Dividends to its Shareholders | |||||||||
Date Paid | Dividends Per Share | Total Dividends | |||||||
(in millions) | |||||||||
Dec-13 | $ | 0.2416 | $ | 8 | |||||
Nov-13 | $ | 0.2416 | $ | 8 | |||||
Oct-13 | $ | 0.2416 | $ | 8 | |||||
Sep-13 | $ | 0.2416 | $ | 8 | |||||
Aug-13 | $ | 0.2416 | $ | 8 | |||||
Jul-13 | $ | 0.2416 | $ | 8 | |||||
May-13 | $ | 0.725 | $ | 25 | |||||
Feb-13 | $ | 0.71 | (1) | $ | 25 | ||||
(1) | This amount is net of the tax reserve of $0.015 per common share. | ||||||||
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 January 2, 2014, LINN Energy’s Board declared a cash distribution of $0.725 per unit with respect to the fourth quarter of 2013, to be paid in three equal monthly installments of $0.2416 per unit. The first monthly distribution, totaling approximately $31 million, was paid to LinnCo on January 16, 2014, and the second monthly distribution, totaling approximately $31 million, was paid to LinnCo on February 13, 2014. | |||||||||
On January 2, 2014, the Company’s Board declared a cash dividend of $0.725 per common share with respect to the fourth 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 January 2, 2014. The first monthly dividend, totaling approximately $31 million, was paid on January 17, 2014, to shareholders of record as of the close of business on January 13, 2014, and the second monthly dividend, totaling approximately $31 million, was paid on February 14, 2014, to shareholders of record as of the close of business on February 10, 2014. |
Supplemental_Disclosures_to_th
Supplemental Disclosures to the Statements of Cash Flows (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Supplemental Cash Flow Information [Abstract] | ' |
Supplemental Disclosures to the Statement of Cash Flows | ' |
Supplemental Disclosures to the Statements of Cash Flows | |
In December 2013, the Company issued 93,756,674 LinnCo common shares in connection with the Berry acquisition valued at approximately $2.7 billion and acquired 93,756,674 newly issued LINN Energy units in exchange for the transfer of Berry to LINN Energy valued at approximately $2.8 billion. | |
For the year ended December 31, 2013, and for the period from April 30, 2012 (inception) to December 31, 2012, LinnCo incurred and recorded approximately $42 million and $4 million, respectively, of general and administrative expenses and certain offering costs. Of the expenses and costs incurred for the year ended December 31, 2013, approximately $22 million had been paid by LINN Energy on LinnCo’s behalf as of December 31, 2013. All of the expenses and costs paid by LINN Energy on LinnCo’s behalf are accounted for as capital contributions and reflected as noncash transactions by LinnCo. |
Contingencies_Notes
Contingencies (Notes) | 12 Months Ended |
Dec. 31, 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. In December 2013, the parties signed a Memorandum of Understanding to settle the case, and is in the process of seeking court approval of the settlement. 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 “Combined Actions”). In November 2013, LINN Energy filed a motion to dismiss the Combined Actions. The motion is currently pending before the Southern District of New York. There has not been any discovery conducted in the Combined Actions. 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_Notes
SEC Inquiry (Notes) | 12 Months Ended |
Dec. 31, 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. 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. |
Supplemental_Quarterly_Data
Supplemental Quarterly Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Financial Information [Text Block] | ' | ||||||||||||||||
The following discussion and analysis should be read in conjunction with the “Financial Statements” and “Notes to Financial Statements,” which are included in this Annual Report on Form 10-K in Item 8. “Financial Statements and Supplementary Data.” | |||||||||||||||||
Quarterly Financial Data | |||||||||||||||||
Quarters Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | December 31 | ||||||||||||||
(in thousands, except per share amount) | |||||||||||||||||
2013:00:00 | |||||||||||||||||
Equity income (loss) from investment in Linn | $ | (21,272 | ) | $ | 57,963 | $ | (667 | ) | $ | (280,213 | ) | ||||||
Energy, LLC | |||||||||||||||||
General and administrative expenses | (11,767 | ) | (2,531 | ) | (635 | ) | (27,156 | ) | |||||||||
Loss on transfer of Berry | — | — | — | (718,249 | ) | ||||||||||||
Income tax (expense) benefit | 14,820 | (25,300 | ) | 3,908 | 98,652 | ||||||||||||
Net income (loss) | (18,219 | ) | 30,132 | 2,606 | (926,966 | ) | |||||||||||
Net income (loss) per share, basic and diluted | (0.52 | ) | 0.87 | 0.07 | (18.15 | ) | |||||||||||
Periods | |||||||||||||||||
30-Apr | July 1 To | October 1 To | |||||||||||||||
(Inception) | 30-Sep | December 31 | |||||||||||||||
To June 30 | |||||||||||||||||
(in thousands, except per share amount) | |||||||||||||||||
2012:00:00 | |||||||||||||||||
Equity income from investment in Linn Energy, LLC | $ | — | $ | — | $ | 34,411 | |||||||||||
General and administrative expenses | (155 | ) | (351 | ) | (724 | ) | |||||||||||
Income tax expense | — | — | (12,528 | ) | |||||||||||||
Net income (loss) | (155 | ) | (351 | ) | 21,159 | ||||||||||||
Net income per share, basic and diluted | N/A | N/A | $ | 0.74 | |||||||||||||
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Principles of Reporting | ' |
Principles of Reporting | |
The Company presents its financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). 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 interest 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. 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. | |
Cash Equivalents | ' |
Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. | |
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 December 31, 2013, the Company owned approximately 39% 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). | |
At December 31, 2013, the 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 $1.3 billion. The difference is 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 December 31, 2013, no impairment had occurred with respect to the Company’s investment in LINN Energy. | |
Income Taxes | ' |
Income Taxes | |
The Company 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 December 31, 2013, the majority of the Company’s temporary difference and associated deferred tax expense resulted from the Berry acquisition and its investment in LINN Energy and at December 31, 2012, the majority of the Company’s temporary difference and associated deferred tax expense resulted from its investment in LINN Energy. | |
The Company routinely assesses the realizability of the deferred tax assets by considering whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and records a valuation allowance against the deferred tax assets that will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making an assessment. The Company recognizes only the impact of income tax positions that, based on their merits, are more likely than not to be sustained upon audit by a taxing authority. At December 31, 2013, the Company’s established valuation allowance and unrecognized income tax benefits resulted from the Berry acquisition. At December 31, 2012, the Company had no valuation allowance or unrecognized income tax benefits. | |
Earnings Per Share | ' |
Earnings Per Share | |
Both basic and diluted earnings per share are computed by dividing net earnings attributable to shareholders by the weighted average number of shares outstanding during each period. There are no securities outstanding that may be converted into or exercised for shares. |
Capitalization_Tables
Capitalization (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
The purchase price is as follows (in thousands, except shares and closing share price): | ||||||||
LinnCo common shares issued | 93,756,674 | |||||||
Closing price of LinnCo shares on December 16, 2013 | $ | 28.36 | ||||||
LinnCo share consideration | $ | 2,658,939 | ||||||
Berry share-based awards expensed in the post-combination period | $ | (9,220 | ) | |||||
Total purchase price | $ | 2,649,719 | ||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The pro forma condensed financial information has been prepared for informational purposes only and does not purport to represent what the actual results of operations would have been had the transactions been completed as of the date assumed, nor is this information necessarily indicative of future results of operations. | ||||||||
Year Ended December 31, 2013 | April 30, 2012 | |||||||
(Inception) To | ||||||||
December 31, 2012 | ||||||||
(in thousands, except per share amounts) | ||||||||
Equity income (loss) from investment in Linn Energy, LLC | $ | (190,279 | ) | $ | 18,977 | |||
Net income (loss) | $ | (121,083 | ) | $ | 11,096 | |||
Net income (loss) per share, basic and diluted | $ | (0.91 | ) | $ | 0.11 | |||
Summarized_Financial_Informati1
Summarized Financial Information for Linn Energy, LLC (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | |||||||
Schedule of Equity Method Investments | ' | |||||||
Following is summarized statements of operations and balance sheets information for LINN Energy. Additional information on LINN Energy’s results of operations and financial position are contained in its Annual Report on Form 10-K for the year ended December 31, 2013, which is included in this filing as Exhibit 99.1 and incorporated herein by reference. | ||||||||
Summarized Linn Energy, LLC Statements of Operations Information | ||||||||
Year Ended December 31, 2013 | October 17, 2012 To December 31, 2012 | |||||||
(in thousands) | ||||||||
Revenues and other | $ | 2,331,655 | $ | 604,701 | ||||
Expenses | (2,590,273 | ) | (578,170 | ) | ||||
Other income and (expenses) | (434,918 | ) | (85,464 | ) | ||||
Income tax benefit | 2,199 | 1,697 | ||||||
Net loss | $ | (691,337 | ) | $ | (57,236 | ) | ||
Summarized Linn Energy, LLC Balance Sheets Information | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Current assets | $ | 815,940 | $ | 811,428 | ||||
Noncurrent assets | 15,689,024 | 10,639,810 | ||||||
16,504,964 | 11,451,238 | |||||||
Current liabilities | 1,252,733 | 823,132 | ||||||
Noncurrent liabilities | 9,360,804 | 6,200,926 | ||||||
Unitholders’ capital | $ | 5,891,427 | $ | 4,427,180 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Components of income tax benefit (expense) | ' | |||||||
The Company is a limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. Income tax (expense) benefit consisted of the following: | ||||||||
Year Ended December 31, 2013 | April 30, 2012 (Inception) To December 31, 2012 | |||||||
(in thousands) | ||||||||
Deferred taxes: | ||||||||
Federal | $ | 84,908 | $ | (11,867 | ) | |||
State | 7,172 | (661 | ) | |||||
$ | 92,080 | $ | (12,528 | ) | ||||
Effective income tax rate reconciliation | ' | |||||||
A reconciliation of the federal statutory tax rate to the effective tax rate is as follows: | ||||||||
Year Ended December 31, 2013 | April 30, 2012 (Inception) To December 31, 2012 | |||||||
Federal statutory rate | 35 | % | 35 | % | ||||
State, net of federal tax benefit | 0.3 | 2 | ||||||
Loss on transfer of Berry | (24.3 | ) | — | |||||
Other items | (1.8 | ) | 0.8 | |||||
Effective rate | 9.2 | % | 37.8 | % | ||||
Significant components of the deferred tax assets and liabilities | ' | |||||||
Significant components of the deferred tax assets and liabilities were as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Current deferred tax assets: | ||||||||
Share-based compensation | $ | 837 | $ | — | ||||
Valuation allowance | (198 | ) | — | |||||
Total current deferred tax assets | 639 | — | ||||||
Noncurrent deferred tax assets: | ||||||||
Net operating loss carryforwards | 50,991 | 622 | ||||||
Unamortized intangible drilling costs | 46,348 | 9,029 | ||||||
Credits | 32,092 | — | ||||||
Other | 31 | — | ||||||
Valuation allowance | (31,925 | ) | — | |||||
Total noncurrent deferred tax assets | 97,537 | 9,651 | ||||||
Noncurrent deferred tax liabilities: | ||||||||
Investment in LINN Energy | (854,981 | ) | (23,210 | ) | ||||
Total noncurrent deferred tax liabilities | (854,981 | ) | (23,210 | ) | ||||
Net deferred tax liabilities | $ | (756,805 | ) | $ | (13,559 | ) | ||
Classification of net deferred tax assets and liabilities in balance sheets | ' | |||||||
Net deferred tax assets and liabilities were classified on the balance sheets as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Current deferred tax assets | $ | 639 | $ | — | ||||
Current deferred tax liabilities | — | — | ||||||
Net current deferred tax assets | $ | 639 | $ | — | ||||
Noncurrent deferred tax assets | $ | 97,537 | $ | 9,651 | ||||
Noncurrent deferred tax liabilities | (854,981 | ) | (23,210 | ) | ||||
Net noncurrent deferred tax liabilities | $ | (757,444 | ) | $ | (13,559 | ) |
Distributions_and_Dividends_Ta
Distributions and Dividends (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Distribution Received and Dividend Paid [Abstract] | ' | ||||||||
Distributions Received and Dividends Paid | ' | ||||||||
LinnCo Dividends to its Shareholders | |||||||||
Date Paid | Dividends Per Share | Total Dividends | |||||||
(in millions) | |||||||||
Dec-13 | $ | 0.2416 | $ | 8 | |||||
Nov-13 | $ | 0.2416 | $ | 8 | |||||
Oct-13 | $ | 0.2416 | $ | 8 | |||||
Sep-13 | $ | 0.2416 | $ | 8 | |||||
Aug-13 | $ | 0.2416 | $ | 8 | |||||
Jul-13 | $ | 0.2416 | $ | 8 | |||||
May-13 | $ | 0.725 | $ | 25 | |||||
Feb-13 | $ | 0.71 | (1) | $ | 25 | ||||
(1) | This amount is net of the tax reserve of $0.015 per common share. |
Supplemental_Quarterly_Data_Ta
Supplemental Quarterly Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ' | ||||||||||||||||
Quarterly Financial Data | |||||||||||||||||
Quarters Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | December 31 | ||||||||||||||
(in thousands, except per share amount) | |||||||||||||||||
2013:00:00 | |||||||||||||||||
Equity income (loss) from investment in Linn | $ | (21,272 | ) | $ | 57,963 | $ | (667 | ) | $ | (280,213 | ) | ||||||
Energy, LLC | |||||||||||||||||
General and administrative expenses | (11,767 | ) | (2,531 | ) | (635 | ) | (27,156 | ) | |||||||||
Loss on transfer of Berry | — | — | — | (718,249 | ) | ||||||||||||
Income tax (expense) benefit | 14,820 | (25,300 | ) | 3,908 | 98,652 | ||||||||||||
Net income (loss) | (18,219 | ) | 30,132 | 2,606 | (926,966 | ) | |||||||||||
Net income (loss) per share, basic and diluted | (0.52 | ) | 0.87 | 0.07 | (18.15 | ) | |||||||||||
Periods | |||||||||||||||||
30-Apr | July 1 To | October 1 To | |||||||||||||||
(Inception) | 30-Sep | December 31 | |||||||||||||||
To June 30 | |||||||||||||||||
(in thousands, except per share amount) | |||||||||||||||||
2012:00:00 | |||||||||||||||||
Equity income from investment in Linn Energy, LLC | $ | — | $ | — | $ | 34,411 | |||||||||||
General and administrative expenses | (155 | ) | (351 | ) | (724 | ) | |||||||||||
Income tax expense | — | — | (12,528 | ) | |||||||||||||
Net income (loss) | (155 | ) | (351 | ) | 21,159 | ||||||||||||
Net income per share, basic and diluted | N/A | N/A | $ | 0.74 | |||||||||||||
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | 8 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
Dec. 17, 2013 | Jun. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 16, 2013 | Sep. 30, 2013 | Dec. 17, 2013 | Dec. 31, 2013 | |
Linn Energy, LLC | Linn Energy, LLC | Linn Energy, LLC | Linn Energy, LLC | Berry | Berry | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | ' | ' | $30.79 | ' | ' | $30.79 | ' | ' | ' | ' | ' | ' | ' |
General and administrative expenses and offering costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000 | $42,000,000 | ' | ' | ' | ' | ' | ' |
General and administrative expenses | ' | 155,000 | 27,156,000 | 635,000 | 2,531,000 | 11,767,000 | 724,000 | 351,000 | ' | 1,230,000 | 42,089,000 | ' | ' | ' | ' | ' | ' |
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 | ' | ' | 1,300,000,000 | ' | ' | ' | ' | ' | ' | ' | 1,300,000,000 | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39.00% | 39.00% | 39.00% | 15.00% | ' | ' |
General and administrative expenses paid by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000,000 | ' | ' | ' | ' |
Third party transaction costs related to the pending acquisition of Berry | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 |
Berry share-based awards expensed in the post-combination period | 9,220,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,220,000 | ' |
Expenses for services provided by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 772,000 | 2,000,000 | ' | ' | ' | ' |
Offering costs paid by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | $388,000 |
Capitalization_Details
Capitalization (Details) (USD $) | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
Dec. 17, 2013 | Dec. 31, 2013 | Dec. 16, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 17, 2013 | Dec. 31, 2013 | Dec. 16, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 17, 2013 | Dec. 31, 2013 | Dec. 16, 2013 | |
Linn Energy, LLC | Linn Energy, LLC | Linn Energy, LLC | Linn Energy, LLC | Linn Energy, LLC | Berry | Berry | Berry | ||||||
Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Classes Of Interests | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of common shares outstanding | ' | ' | ' | $3,900,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage of voting shares held by LINN Energy | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' |
Capital contributed by LINN for share purchase | ' | 1,000 | ' | ' | 1,000 | ' | ' | ' | ' | 1,000 | ' | ' | ' |
Common shares, deferred issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,938 | ' |
Common shares, deferred issuance, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Exchange ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 168.00% | ' | ' |
LinnCo common shares issued | 93,756,674 | ' | ' | ' | ' | 93,756,674 | ' | ' | ' | ' | 93,756,674 | ' | ' |
Value of shares issued in consideration for Berry | ' | ' | 2,658,939,000 | ' | ' | ' | ' | 2,800,000,000 | ' | ' | ' | ' | 2,700,000,000 |
LINN Energy units issued to LinnCo for LinnCo common shares issued | 93,756,674 | ' | ' | ' | ' | 93,756,674 | ' | ' | ' | ' | 93,756,674 | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | 39.00% | 39.00% | 15.00% | 39.00% | ' | ' | ' |
Third party transaction costs related to the pending acquisition of Berry | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' |
Berry share-based awards expensed in the post-combination period | 9,220,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,220,000 | ' | ' |
Berry employee unit-based awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $52,000,000 |
Capitalization_Purchase_Price_
Capitalization (Purchase Price) (Details) (USD $) | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 17, 2013 | Dec. 31, 2013 | Dec. 16, 2013 |
Business Acquisition [Line Items] | ' | ' | ' |
LinnCo common shares issued | 93,756,674 | ' | ' |
Closing price of LinnCo shares on December 16, 2013 | ' | ' | $28.36 |
LinnCo share consideration | ' | ' | $2,658,939 |
Berry share-based awards expensed in the post-combination period | -9,220 | ' | ' |
Total purchase price | ' | $2,649,719 | ' |
Capitalization_ProForma_Financ
Capitalization (Pro-Forma Financial Information) (Details) (USD $) | 8 Months Ended | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' |
Equity income (loss) from investment in Linn Energy, LLC | $18,977 | ($190,279) |
Net income (loss) | $11,096 | ($121,083) |
Net income (loss) per share, basic and diluted | $110 | ($910) |
Summarized_Financial_Informati2
Summarized Financial Information for Linn Energy, LLC (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 |
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | ' | ' |
Current assets | $811,428 | $815,940 |
Noncurrent assets | 10,639,810 | 15,689,024 |
Total assets | 11,451,238 | 16,504,964 |
Equity Method Investment, Summarized Financial Information, Liabilities [Abstract] | ' | ' |
Current liabilities | 823,132 | 1,252,733 |
Noncurrent liabilities | 6,200,926 | 9,360,804 |
Equity Method Investment Summarized Financial Information, Equity [Abstract] | ' | ' |
Unitholders' capital | 4,427,180 | 5,891,427 |
Linn Energy, LLC | ' | ' |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ' | ' |
Revenues and other | 604,701 | 2,331,655 |
Expenses | -578,170 | -2,590,273 |
Other income and (expense) | -85,464 | -434,918 |
Income tax benefit | 1,697 | 2,199 |
Net loss | ($57,236) | ($691,337) |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jun. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | |
Deferred taxes [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ($11,867,000) | $84,908,000 |
State | ' | ' | ' | ' | ' | ' | ' | -661,000 | 7,172,000 |
Income tax (expense) benefit | 0 | 98,652,000 | 3,908,000 | -25,300,000 | 14,820,000 | -12,528,000 | 0 | -12,528,000 | 92,080,000 |
Deferred Taxes Recorded to Equity, Issuance Costs | ' | ' | ' | ' | ' | 1,000,000 | ' | 1,000,000 | ' |
Tax credit carryforward, amount, other | ' | 37,000,000 | ' | ' | ' | ' | ' | ' | 37,000,000 |
Tax credit carryforward, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-17 |
Alternative minimum income tax credit carryforwards, federal | ' | 500,000 | ' | ' | ' | ' | ' | ' | 500,000 |
Alternative minimum income tax credit carryforwards, state | ' | 600,000 | ' | ' | ' | ' | ' | ' | 600,000 |
Liability for uncertain tax positions | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | 20,000,000 |
Estimated decrease in unrecognized income tax benefit | ' | 80,000 | ' | ' | ' | ' | ' | ' | 80,000 |
Interest related to uncertain income tax positions | ' | 19,000 | ' | ' | ' | ' | ' | ' | 19,000 |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating loss carryforwards, expiration dates | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-32 |
Effective income tax rate reconciliation [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal statutory income tax rate (in thousandths) | ' | ' | ' | ' | ' | ' | ' | 35.00% | 35.00% |
State, net of federal tax benefit (in thousandths) | ' | ' | ' | ' | ' | ' | ' | 2.00% | 0.30% |
Loss on contribution of Berry (in thousandths) | ' | ' | ' | ' | ' | ' | ' | 0.00% | -24.30% |
Other items (in thousandths) | ' | ' | ' | ' | ' | ' | ' | 0.80% | -1.80% |
Effective income tax rate (in thousandths) | ' | ' | ' | ' | ' | ' | ' | 37.80% | 9.20% |
Components of Current Deferred Tax Assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | ' | 837,000 | ' | ' | ' | 0 | ' | 0 | 837,000 |
Valuation allowance | ' | -198,000 | ' | ' | ' | 0 | ' | 0 | -198,000 |
Total current deferred tax assets | ' | 639,000 | ' | ' | ' | 0 | ' | 0 | 639,000 |
Components of Noncurrent Deferred Tax Assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating loss carryforward | ' | 50,991,000 | ' | ' | ' | 622,000 | ' | 622,000 | 50,991,000 |
Unamortized intangible drilling costs | ' | 46,348,000 | ' | ' | ' | 9,029,000 | ' | 9,029,000 | 46,348,000 |
Credits | ' | 32,092,000 | ' | ' | ' | 0 | ' | 0 | 32,092,000 |
Other | ' | 31,000 | ' | ' | ' | 0 | ' | 0 | 31,000 |
Valuation allowance | ' | -31,925,000 | ' | ' | ' | 0 | ' | 0 | -31,925,000 |
Total noncurrent deferred tax assets | ' | 97,537,000 | ' | ' | ' | 9,651,000 | ' | 9,651,000 | 97,537,000 |
Deferred tax liabilities [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in LINN Energy | ' | -854,981,000 | ' | ' | ' | -23,210,000 | ' | -23,210,000 | -854,981,000 |
Total noncurrent deferred tax liabilities | ' | -854,981,000 | ' | ' | ' | -23,210,000 | ' | -23,210,000 | -854,981,000 |
Net deferred tax liabilities | ' | -756,805,000 | ' | ' | ' | -13,559,000 | ' | -13,559,000 | -756,805,000 |
Net deferred tax assets and liabilities classified on balance sheet [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current deferred tax assets | ' | 639,000 | ' | ' | ' | 0 | ' | 0 | 639,000 |
Current deferred tax liabilities | ' | 0 | ' | ' | ' | 0 | ' | 0 | 0 |
Net current deferred tax assets | ' | 639,000 | ' | ' | ' | 0 | ' | 0 | 639,000 |
Noncurrent deferred tax assets | ' | 97,537,000 | ' | ' | ' | 9,651,000 | ' | 9,651,000 | 97,537,000 |
Noncurrent deferred tax liabilities | ' | -854,981,000 | ' | ' | ' | -23,210,000 | ' | -23,210,000 | -854,981,000 |
Net noncurrent deferred tax liabilities | ' | -757,444,000 | ' | ' | ' | -13,559,000 | ' | -13,559,000 | -757,444,000 |
Valuation allowance | ' | 32,000,000 | ' | ' | ' | ' | ' | ' | 32,000,000 |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating loss carryforwards | ' | 138,000,000 | ' | ' | ' | ' | ' | ' | 138,000,000 |
State | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating loss carryforwards | ' | $160,000,000 | ' | ' | ' | ' | ' | ' | $160,000,000 |
Distributions_and_Dividends_De
Distributions and Dividends (Details) (USD $) | 0 Months Ended | 8 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||
Feb. 14, 2014 | Jan. 17, 2014 | Jan. 03, 2014 | Dec. 19, 2013 | Dec. 17, 2013 | Nov. 15, 2013 | Nov. 15, 2013 | Oct. 18, 2013 | Oct. 18, 2013 | Sep. 16, 2013 | Sep. 13, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Jul. 16, 2013 | Jul. 16, 2013 | 16-May-13 | 16-May-13 | Feb. 15, 2013 | Feb. 15, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 14, 2014 | Jan. 17, 2014 | Jan. 03, 2014 | ||
Linn Energy, LLC | Linn Energy, LLC | Linn Energy, LLC | |||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Distributions received, amount per unit (in usd per unit) | ' | ' | ' | ' | $0.24 | ' | $0.24 | ' | $0.24 | ' | $0.24 | ' | $0.24 | ' | $0.24 | ' | $0.73 | ' | $0.73 | ' | ' | ' | ' | $0.73 | |
Distributions received, monthly installment, amount per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.24 | |
Cash distributions received | ' | ' | ' | ' | $8 | ' | $8 | ' | $8,000 | ' | $8,000 | ' | $8,000 | ' | $8,000 | ' | $25,000 | ' | $25,000 | $25,221,000 | $100,870,000 | $31,000,000 | $31,000,000 | ' | |
Dividends declared, amount per share (in usd per share) | ' | ' | $0.73 | $0.24 | ' | $0.24 | ' | $0.24 | ' | $0.24 | ' | $0.24 | ' | $0.24 | ' | $0.73 | ' | $0.71 | [1] | ' | ' | ' | ' | ' | ' |
Dividends declared, monthly installment, net of tax reserve, amount per share (in usd per share) | ' | ' | $0.24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Tax reserve, amount per share (in usd per share) | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | |
Dividends paid to shareholders | $31,000,000 | $31,000,000 | ' | $8 | ' | $8 | ' | $8,000 | ' | $8,000 | ' | $8,000 | ' | $8,000 | ' | $25,000 | ' | $25,000 | ' | $24,699,000 | $100,348,000 | ' | ' | ' | |
[1] | This amount is net of the tax reserve of $0.015 per common share. |
Supplemental_Disclosures_to_th1
Supplemental Disclosures to the Statements of Cash Flows (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Dec. 17, 2013 | Dec. 31, 2013 | Dec. 16, 2013 | |
Supplemental Cash Flow Information [Abstract] | ' | ' | ' |
General and administrative expenses and offering costs | ' | $42,000,000 | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Value of shares issued in consideration for Berry | ' | ' | 2,658,939,000 |
LinnCo common shares issued | 93,756,674 | ' | ' |
LINN Energy units issued to LinnCo for LinnCo common shares issued | 93,756,674 | ' | ' |
Berry | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Value of shares issued in consideration for Berry | ' | ' | 2,700,000,000 |
LinnCo common shares issued | 93,756,674 | ' | ' |
LINN Energy units issued to LinnCo for LinnCo common shares issued | 93,756,674 | ' | ' |
Linn Energy, LLC | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Value of shares issued in consideration for Berry | ' | ' | 2,800,000,000 |
LinnCo common shares issued | 93,756,674 | ' | ' |
LINN Energy units issued to LinnCo for LinnCo common shares issued | 93,756,674 | ' | ' |
General and administrative expenses paid by related party | ' | $22,000,000 | ' |
Supplemental_Quarterly_Data_De
Supplemental Quarterly Data (Details) (USD $) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 |
Quarterly Financial Data [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity income (loss) from investment in Linn Energy, LLC | $0 | ($280,213) | ($667) | $57,963 | ($21,272) | $34,411 | $0 | $34,411 | ($244,189) |
General and administrative expenses | -155 | -27,156 | -635 | -2,531 | -11,767 | -724 | -351 | -1,230 | -42,089 |
Loss on transfer of Berry | ' | -718,249 | 0 | 0 | 0 | ' | ' | 0 | -718,249 |
Income tax (expense) benefit | 0 | 98,652 | 3,908 | -25,300 | 14,820 | -12,528 | 0 | -12,528 | 92,080 |
Net income (loss) | ($155) | ($926,966) | $2,606 | $30,132 | ($18,219) | $21,159 | ($351) | $20,653 | ($912,447) |
Net income (loss) per share, basic and diluted | ' | ($18.15) | $0.07 | $0.87 | ($0.52) | $0.74 | ' | $1.92 | ($23.46) |