Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jan. 31, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Entity Registrant Name | LinnCo, LLC | ||
Entity Central Index Key | 1549756 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $4 | ||
Entity Common Stock, Shares Outstanding | 128,544,174 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $6,544 | $1,045 |
Accounts receivable – related party | 0 | 11,218 |
Income taxes receivable | 12,870 | 12,849 |
Deferred offering costs | 15 | 0 |
Deferred income taxes | 46,441 | 639 |
Total current assets | 65,870 | 25,751 |
Noncurrent assets: | ||
Investment in Linn Energy, LLC | 1,302,152 | 3,639,768 |
Total noncurrent assets | 1,302,152 | 3,639,768 |
Total assets | 1,368,022 | 3,665,519 |
Current liabilities: | ||
Accounts payable | 1,415 | 11,298 |
Total current liabilities | 1,415 | 11,298 |
Noncurrent liabilities: | ||
Income taxes liability | 7,716 | 8,983 |
Deferred income taxes | 60,340 | 757,444 |
Total noncurrent liabilities | 68,056 | 766,427 |
Contingencies (Note 7) | ||
Shareholders’ equity: | ||
Voting shares; unlimited shares authorized; 1 share issued and outstanding at December 31, 2014, and December 31, 2013 | 1 | 1 |
Common shares; unlimited shares authorized; 128,544,174 shares and 128,503,236 shares issued and outstanding at December 31, 2014, and December 2013, respectively | 3,868,322 | 3,868,387 |
Additional paid-in capital | 39,294 | 36,247 |
Accumulated deficit | -2,609,066 | -1,016,841 |
Total shareholders' equity | 1,298,551 | 2,887,794 |
Total liabilities and shareholders’ equity | $1,368,022 | $3,665,519 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Voting shares: issued | 1 | 1 |
Voting shares: outstanding | 1 | 1 |
Common shares: issued | 128,544,174 | 128,503,236 |
Common shares: outstanding | 128,544,174 | 128,503,236 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 8 Months Ended | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Statement [Abstract] | |||
Equity income (loss) from investment in Linn Energy, LLC | $34,411 | ($1,964,999) | ($244,189) |
General and administrative expenses | -1,230 | -2,818 | -42,089 |
Gain (loss) on transfer of Berry | 0 | 13,673 | -718,249 |
Income (loss) before income taxes | 33,181 | -1,954,144 | -1,004,527 |
Income tax (expense) benefit | -12,528 | 734,684 | 92,080 |
Net income (loss) | $20,653 | ($1,219,460) | ($912,447) |
Net income (loss) per share, basic and diluted | $1.92 | ($9.49) | ($23.46) |
Weighted average shares outstanding | 10,747 | 128,526 | 38,896 |
Dividends declared per share | $0.71 | $2.90 | $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 | $0 | $0 | |
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 | 0 | 0 | |
Deferred tax in equity investment | -1,031 | 0 | -1,031 | 0 | |
Capital contributions from Linn Energy, LLC | 4,022 | 0 | 4,022 | 0 | |
Dividends to shareholders | -24,699 | 0 | 0 | -24,699 | |
Net income (loss) | 20,653 | 0 | 0 | 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 (in shares) | 93,715,736 | ||||
Issuance of common shares | 2,658,552 | 2,658,552 | 0 | 0 | |
Capital contributions from Linn Energy, LLC | 33,256 | 0 | 33,256 | 0 | |
Dividends to shareholders | -100,348 | 0 | 0 | -100,348 | |
Net income (loss) | -912,447 | 0 | 0 | -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 | ||||
Issuance of common shares (in shares) | 40,938 | ||||
Issuance of common shares | -65 | -65 | 0 | 0 | |
Capital contributions from Linn Energy, LLC | 3,047 | 0 | 3,047 | 0 | |
Dividends to shareholders | -372,765 | 0 | 0 | -372,765 | |
Net income (loss) | -1,219,460 | 0 | 0 | -1,219,460 | |
Balance Ending at Dec. 31, 2014 | $1,298,551 | $3,868,323 | $39,294 | ($2,609,066) | |
Balance Ending (in shares) at Dec. 31, 2014 | 128,544,175 |
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] | ||
Underwriting Discounts and Offering Expenses | $59,909 | $388 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 8 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flow from operating activities: | |||
Net income (loss) | $20,653 | ($1,219,460) | ($912,447) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Equity (income) loss from investment in Linn Energy, LLC | -34,411 | 1,964,999 | 244,189 |
Noncash general and administrative expenses paid by Linn Energy, LLC | 1,230 | 2,818 | 42,089 |
(Gain) loss on transfer of Berry | 0 | -13,673 | 718,249 |
Deferred income taxes | 12,528 | -734,684 | -92,080 |
Decrease in income taxes receivable | 0 | 4,638 | 0 |
Decrease in accounts payable | 0 | -475 | 0 |
Cash distributions received | 25,221 | 372,706 | 100,870 |
Net cash provided by operating activities | 25,221 | 376,869 | 100,870 |
Cash flow from investing activities: | |||
Investment in Linn Energy, LLC | -1,212,627 | 0 | 0 |
Net cash used in investing activities | -1,212,627 | 0 | 0 |
Cash flow from financing activities: | |||
Proceeds from sale of voting share | 1 | 0 | 0 |
Proceeds from sale of common shares | 1,269,744 | 0 | 0 |
Dividends paid to shareholders | -24,699 | -371,370 | -100,348 |
Offering expenses and fees | -57,117 | 0 | 0 |
Net cash provided by (used in) financing activities | 1,187,929 | -371,370 | -100,348 |
Net increase in cash and cash equivalents | 523 | 5,499 | 522 |
Cash and cash equivalents: | |||
Beginning | 0 | 1,045 | 523 |
Ending | $523 | $6,544 | $1,045 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
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, that completed its initial public offering (“IPO”) in October 2012. After the IPO, 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, now Berry Petroleum Company, LLC (“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, 2014, 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, 2014, LINN Energy’s last reported sales price was $10.13 per unit, as reported by NASDAQ, 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, as amended (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 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 these expenses and costs. | |
For the year ended December 31, 2014, LinnCo incurred total general and administrative expenses and certain offering costs of approximately $3 million, all of which had been paid by LINN Energy on LinnCo’s behalf as of December 31, 2014. The expenses for the year ended December 31, 2014, 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. In addition, during the year ended December 31, 2014, LINN Energy paid approximately $11 million on LinnCo’s behalf for general and administrative expenses incurred by LinnCo in 2013. | |
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, all of which had been paid by LINN Energy on LinnCo’s behalf as of December 31, 2012. 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 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 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 management of the Company 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. | |
Cash Equivalents | |
For purposes of the statements 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 for its investment in LINN Energy. The Company’s equity income (loss) consists of its share of LINN Energy’s earnings attributed to the units the Company owns, the amortization of the difference between the Company’s investment in LINN Energy and LINN Energy’s underlying net assets attributable to certain assets and liabilities, and impairments. The Company records its share of LINN Energy’s net income (losses) in the period in which it is earned. At December 31, 2014, 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). | |
Impairment testing on the Company’s investment in LINN Energy is performed when events or circumstances warrant such testing and considers whether there is an inability to recover the carrying value of the investment that is other than temporary. At December 31, 2014, declines in the quoted market price of LINN Energy, accompanying a reduction of LINN Energy’s distribution and capital budget primarily due to significant decreases in oil prices, were determined by the Company to be other than temporary. Accordingly, the Company reduced the carrying value of its investment to fair value by recording a charge in excess of what would otherwise be recognized by application of the equity method. The carrying value was reduced to fair value using LINN Energy’s quoted market price of $10.13 per unit at December 31, 2014, which is characteristic of a Level 1 fair value measurement. The impairment charge of approximately $2.2 billion is included in “equity income (loss) from investment in Linn Energy, LLC” on the statement of operations. No impairment had occurred with respect to the Company’s investment in LINN Energy for the year ended December 31, 2013, or for the period from April 30, 2012 (inception) to December 31, 2012. | |
At December 31, 2014, the carrying amount of the Company’s investment in LINN Energy was less than the Company’s ownership interest in LINN Energy’s underlying net assets by approximately $484 million. The difference is attributable to proved and unproved oil and natural gas properties and senior notes. These amounts are included in “investment in Linn Energy, LLC” on the balance sheets 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. | |
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, 2014, and December 31, 2013, the majority of the Company’s temporary differences and associated deferred tax expenses resulted from the Berry acquisition and 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 the 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. For the year ended December 31, 2014, the Company’s established valuation allowances increased by approximately $3 million due to acquisition accounting adjustments related to the 2013 Berry acquisition. At December 31, 2013, the Company’s established valuation allowances and unrecognized income tax benefits resulted from the Berry acquisition. | |
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, 2014 | ||||
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, 2014, LinnCo’s issued capitalization consisted of approximately $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, excluded 40,938 (approximately $1 million) of unissued Berry equity awards that vested and were converted into LinnCo common shares on the Berry acquisition date and included in total consideration. Due to six month deferred issuance provisions in the original Berry award agreements, these shares were issued in 2014. | ||||
Berry Acquisition | ||||
On December 16, 2013, the Company completed the 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. | ||||
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 gain on transfer of Berry for the year ended December 31, 2014, reflects acquisition accounting adjustments to the fair value of the assets acquired and liabilities assumed from Berry that were subsequently transferred to LINN Energy. The loss on transfer of Berry for the year ended December 31, 2013, is primarily due to deferred income taxes assumed by LinnCo in the Berry acquisition that were not transferred to LINN Energy and 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 following unaudited pro forma financial information presents a summary of the Company’s results of operations for the year ended December 31, 2013, assuming the transactions had been completed as of January 1, 2013. The pro forma 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 | ||||
(in thousands, except per share amount) | ||||
Equity loss from investment in Linn Energy, LLC | $ | (190,279 | ) | |
Net loss | $ | (121,083 | ) | |
Net loss per share, basic and diluted | $ | (0.91 | ) | |
The pro forma condensed combined 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 is primarily due to deferred income taxes assumed by LinnCo that were not transferred to LINN Energy and 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. 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 statements of operations. | |||
• | Reflect approximately 93.8 million LinnCo common shares assumed to be issued in conjunction with the transaction on January 1, 2013. | |||
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 date 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 upon by the parties or that was subject to performance-based vesting criteria was converted as of the effective date 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. | ||||
At-the-Market Offering Program | ||||
In August 2014, the board of directors of the Company authorized an at-the-market offering program pursuant to which the Company may from time to time issue and sell shares having an aggregate offering price of up to $500 million. Sales of shares, if any, will be made through a sales agent by means of ordinary brokers’ transactions, in block transactions, or as otherwise agreed with the agent. The Company expects to use the net proceeds from any sale of the shares to purchase additional LINN Energy units. As of December 31, 2014, no shares had been sold under any such program, and the Company will not be able to issue any shares until an equity distribution agreement is finalized and the appropriate prospectus is filed with the Securities and Exchange Commission. |
Summarized_Financial_Informati
Summarized Financial Information for Linn Energy, LLC (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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, 2014, 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, | October 17, 2012 To December 31, 2012 | |||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Revenues and other | $ | 4,983,303 | $ | 2,331,655 | $ | 604,701 | ||||||
Expenses | (4,826,624 | ) | (2,590,273 | ) | (578,170 | ) | ||||||
Other income and (expenses) | (604,051 | ) | (434,918 | ) | (85,464 | ) | ||||||
Income tax (expense) benefit | (4,437 | ) | 2,199 | 1,697 | ||||||||
Net loss | $ | (451,809 | ) | $ | (691,337 | ) | $ | (57,236 | ) | |||
Summarized Linn Energy, LLC Balance Sheets Information | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Current assets | $ | 1,706,590 | $ | 815,940 | ||||||||
Noncurrent assets | 14,716,919 | 15,689,024 | ||||||||||
16,423,509 | 16,504,964 | |||||||||||
Current liabilities | 982,545 | 1,252,733 | ||||||||||
Noncurrent liabilities | 10,897,359 | 9,360,804 | ||||||||||
Unitholders’ capital | $ | 4,543,605 | $ | 5,891,427 | ||||||||
Income_Taxes_Notes
Income Taxes (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
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. Income tax (expense) benefit consisted of the following: | ||||||||||||
Year Ended December 31, | April 30, 2012 (Inception) To December 31, 2012 | |||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Current taxes: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 88 | — | — | |||||||||
Deferred taxes: | ||||||||||||
Federal | 710,484 | 84,908 | (11,867 | ) | ||||||||
State | 24,112 | 7,172 | (661 | ) | ||||||||
$ | 734,684 | $ | 92,080 | $ | (12,528 | ) | ||||||
As of December 31, 2014, the Company had approximately $260 million of federal and $288 million of state net operating loss carryforwards which will begin expiring in 2032. As of December 31, 2014, the Company also had approximately $43 million of federal and state general business and other credits, the majority of which will begin expiring in 2018, 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 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. | ||||||||||||
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 years ended December 31, 2013, and December 31, 2014. | ||||||||||||
A reconciliation of the federal statutory tax rate to the effective tax rate is as follows: | ||||||||||||
Year Ended December 31, | April 30, 2012 (Inception) To December 31, 2012 | |||||||||||
2014 | 2013 | |||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
State, net of federal tax benefit | 2.3 | 0.3 | 2 | |||||||||
Loss on transfer of Berry | 0.2 | (24.3 | ) | — | ||||||||
Other items | 0.1 | (1.8 | ) | 0.8 | ||||||||
Effective rate | 37.6 | % | 9.2 | % | 37.8 | % | ||||||
Significant components of the deferred tax assets and liabilities were as follows: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Current deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 14,686 | $ | — | ||||||||
Unamortized intangible drilling costs | 38,185 | — | ||||||||||
Share-based compensation | — | 837 | ||||||||||
Valuation allowance | (6,430 | ) | (198 | ) | ||||||||
Total current deferred tax assets | 46,441 | 639 | ||||||||||
Noncurrent deferred tax assets: | ||||||||||||
Net operating loss carryforwards | 81,993 | 50,991 | ||||||||||
Unamortized intangible drilling costs | 121,273 | 46,348 | ||||||||||
Credits | 36,680 | 32,092 | ||||||||||
Other | 42 | 31 | ||||||||||
Valuation allowance | (29,188 | ) | (31,925 | ) | ||||||||
Total noncurrent deferred tax assets | 210,800 | 97,537 | ||||||||||
Noncurrent deferred tax liabilities: | ||||||||||||
Investment in LINN Energy | (271,140 | ) | (854,981 | ) | ||||||||
Total noncurrent deferred tax liabilities | (271,140 | ) | (854,981 | ) | ||||||||
Net deferred tax liabilities | $ | (13,899 | ) | $ | (756,805 | ) | ||||||
Net deferred tax assets and liabilities were classified on the balance sheets as follows: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Current deferred tax assets | $ | 46,441 | $ | 639 | ||||||||
Current deferred tax liabilities | — | — | ||||||||||
Net current deferred tax assets | $ | 46,441 | $ | 639 | ||||||||
Noncurrent deferred tax assets | $ | 210,800 | $ | 97,537 | ||||||||
Noncurrent deferred tax liabilities | (271,140 | ) | (854,981 | ) | ||||||||
Net noncurrent deferred tax liabilities | $ | (60,340 | ) | $ | (757,444 | ) | ||||||
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, 2014, and December 31, 2013, based on projections of future taxable income for the periods in which the deferred tax assets are deductible, valuation allowances of approximately $36 million and $32 million, respectively, were 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. | ||||||||||||
Changes in the balance of unrecognized tax benefits excluding interest and penalties on uncertain tax positions were as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Unrecognized income tax benefits at beginning of year | $ | 20,106 | $ | — | ||||||||
Increases for positions taken in current year | — | — | ||||||||||
Increases (decreases) for positions taken in a prior year | (38 | ) | 20,106 | |||||||||
Decreases for settlements with taxing authorities | — | — | ||||||||||
Decreases for lapses in the applicable statute of limitations | — | — | ||||||||||
Unrecognized income tax benefits at end of year | $ | 20,068 | $ | 20,106 | ||||||||
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. | ||||||||||||
At both December 31, 2014, and 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, 2014, 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 $109,000 and $19,000 of interest related to its uncertain income tax positions as of December 31, 2014, and December 31, 2013, respectively. The tax years 2010 – 2013 remain open to examination for federal income tax purposes. |
Distributions_and_Dividends
Distributions and Dividends | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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, 2014: | |||||||||
LINN Energy Distributions to LinnCo | |||||||||
Date Paid | Distributions Per Unit | Total Distributions | |||||||
(in millions) | |||||||||
Dec-14 | $ | 0.2416 | $ | 31 | |||||
Nov-14 | $ | 0.2416 | $ | 31 | |||||
Oct-14 | $ | 0.2416 | $ | 31 | |||||
Sep-14 | $ | 0.2416 | $ | 32 | |||||
Aug-14 | $ | 0.2416 | $ | 31 | |||||
Jul-14 | $ | 0.2416 | $ | 31 | |||||
Jun-14 | $ | 0.2416 | $ | 31 | |||||
May-14 | $ | 0.2416 | $ | 31 | |||||
Apr-14 | $ | 0.2416 | $ | 31 | |||||
Mar-14 | $ | 0.2416 | $ | 31 | |||||
Feb-14 | $ | 0.2416 | $ | 31 | |||||
Jan-14 | $ | 0.2416 | $ | 31 | |||||
LinnCo Dividends to its Shareholders | |||||||||
Date Paid | Dividends Per Share | Total Dividends | |||||||
(in millions) | |||||||||
Dec-14 | $ | 0.2416 | $ | 31 | |||||
Nov-14 | $ | 0.2416 | $ | 31 | |||||
Oct-14 | $ | 0.2416 | $ | 31 | |||||
Sep-14 | $ | 0.2416 | $ | 32 | |||||
Aug-14 | $ | 0.2416 | $ | 31 | |||||
Jul-14 | $ | 0.2416 | $ | 31 | |||||
Jun-14 | $ | 0.2416 | $ | 31 | |||||
May-14 | $ | 0.2416 | $ | 31 | |||||
Apr-14 | $ | 0.2416 | $ | 31 | |||||
Mar-14 | $ | 0.2416 | $ | 31 | |||||
Feb-14 | $ | 0.2416 | $ | 31 | |||||
Jan-14 | $ | 0.2416 | $ | 31 | |||||
On January 2, 2015, LINN Energy’s Board declared a cash distribution of $0.3125 per unit with respect to the fourth quarter of 2014, to be paid in three equal monthly installments of $0.1042 per unit. The current distribution represents an approximate 57% decrease from the distribution of $0.725 paid for the previous quarter. The first monthly distribution, totaling approximately $13 million, was paid to LinnCo on January 15, 2015, and the second monthly distribution, totaling approximately $13 million, was paid to LinnCo on February 17, 2015. | |||||||||
On January 2, 2015, the Company’s Board declared a cash dividend of $0.3125 per common share with respect to the fourth quarter of 2014, to be paid in three equal monthly installments of $0.1042 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, 2015. The first monthly dividend, totaling approximately $13 million, was paid on January 16, 2015, to shareholders of record as of the close of business on January 12, 2015, and the second monthly dividend, totaling approximately $13 million, was paid on February 18, 2015, to shareholders of record as of the close of business on February 10, 2015. |
Supplemental_Disclosures_to_th
Supplemental Disclosures to the Statements of Cash Flows (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosures to the Statements of Cash Flows | Supplemental Disclosures to the Statements of Cash Flows |
For the years ended December 31, 2014, and December 31, 2013, and for the period from April 30, 2012 (inception) to December 31, 2012, LinnCo incurred and recorded approximately $3 million, $42 million and $4 million, respectively, of general and administrative expenses and certain offering costs. Of the expenses and costs incurred, all had been paid by LINN Energy on LinnCo’s behalf as of December 31, 2014, and December 31, 2012, and approximately $22 million had been paid by LINN Energy on LinnCo’s behalf as of December 31, 2013. In addition, during the year ended December 31, 2014, LINN Energy paid approximately $11 million on LinnCo’s behalf for general and administrative expenses incurred by LinnCo in 2013. All of the 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. | |
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, which was also a noncash transaction. |
Contingencies_Notes
Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies |
In 2013, several class action complaints were filed and ultimately consolidated in the United States District Court, Southern District of New York (the “Federal Actions”) against LINN Energy, LinnCo, certain of their officers and directors and the various underwriters for LinnCo’s initial public offering. These cases collectively asserted claims based on allegations that LINN Energy made false or misleading statements relating to its (i) hedging strategy, (ii) the cash flow available for distribution to unitholders, and (iii) LINN Energy’s energy production in its Exchange Act filings; and additional claims based on alleged misstatements relating to these issues in the prospectus and registration statement for LinnCo’s initial public offering. Several derivative actions were also filed in federal and state court in Texas, and in the Delaware Court of Chancery (the “Derivative Actions”) asserting derivative claims on behalf of LINN Energy against the individual officers and directors 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 Federal Actions. | |
In July 2014, the Court dismissed the claims of the plaintiffs in the Federal Actions with prejudice, concluding that the plaintiffs failed to demonstrate any material misstatement or omission by LINN Energy or LinnCo, or their officers and directors. The plaintiffs in the Federal Actions did not appeal the Court’s dismissal, and the appeals deadline has now passed. The plaintiffs in the Derivative Actions subsequently have dismissed their claims without prejudice. |
SEC_Inquiry_Notes
SEC Inquiry (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
SEC Inquiry [Abstract] | |
SEC Inquiry | SEC Inquiry |
As disclosed on July 1, 2013, the Company and its affiliate, LINN Energy, were notified by the staff of the SEC that its Fort Worth Regional Office had commenced an inquiry regarding LINN Energy and LinnCo. The SEC staff was investigating whether any violations of federal securities laws had occurred. Both LINN Energy and LinnCo cooperated fully with the SEC in this matter. The Company was notified on February 4, 2015, that the SEC has closed its inquiry regarding LINN Energy and LinnCo and does not intend to recommend any enforcement action. |
Supplemental_Quarterly_Data
Supplemental Quarterly Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Supplemental Quarterly Data (Unaudited) | 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 amounts) | |||||||||||||||||
2014:00:00 | |||||||||||||||||
Equity income (loss) from investment in Linn Energy, LLC | $ | (30,541 | ) | $ | (66,987 | ) | $ | 172,200 | $ | (2,039,671 | ) | ||||||
General and administrative expenses | (734 | ) | (668 | ) | (644 | ) | (772 | ) | |||||||||
Gain (loss) on transfer of Berry | — | (1,331 | ) | 9,830 | 5,174 | ||||||||||||
Income tax (expense) benefit | 11,791 | 25,844 | (63,776 | ) | 760,825 | ||||||||||||
Net income (loss) | (19,484 | ) | (43,142 | ) | 117,610 | (1,274,444 | ) | ||||||||||
Net income (loss) per share, basic and diluted | (0.15 | ) | (0.34 | ) | 0.91 | (9.91 | ) | ||||||||||
Quarters Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | December 31 | ||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
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 | ) | |||||||||||
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 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 management of the Company 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. | |
Cash Equivalents | Cash Equivalents |
For purposes of the statements 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 for its investment in LINN Energy. The Company’s equity income (loss) consists of its share of LINN Energy’s earnings attributed to the units the Company owns, the amortization of the difference between the Company’s investment in LINN Energy and LINN Energy’s underlying net assets attributable to certain assets and liabilities, and impairments. The Company records its share of LINN Energy’s net income (losses) in the period in which it is earned. At December 31, 2014, 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). | |
Impairment testing on the Company’s investment in LINN Energy is performed when events or circumstances warrant such testing and considers whether there is an inability to recover the carrying value of the investment that is other than temporary. At December 31, 2014, declines in the quoted market price of LINN Energy, accompanying a reduction of LINN Energy’s distribution and capital budget primarily due to significant decreases in oil prices, were determined by the Company to be other than temporary. Accordingly, the Company reduced the carrying value of its investment to fair value by recording a charge in excess of what would otherwise be recognized by application of the equity method. The carrying value was reduced to fair value using LINN Energy’s quoted market price of $10.13 per unit at December 31, 2014, which is characteristic of a Level 1 fair value measurement. The impairment charge of approximately $2.2 billion is included in “equity income (loss) from investment in Linn Energy, LLC” on the statement of operations. No impairment had occurred with respect to the Company’s investment in LINN Energy for the year ended December 31, 2013, or for the period from April 30, 2012 (inception) to December 31, 2012. | |
At December 31, 2014, the carrying amount of the Company’s investment in LINN Energy was less than the Company’s ownership interest in LINN Energy’s underlying net assets by approximately $484 million. The difference is attributable to proved and unproved oil and natural gas properties and senior notes. These amounts are included in “investment in Linn Energy, LLC” on the balance sheets 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. | |
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, 2014, and December 31, 2013, the majority of the Company’s temporary differences and associated deferred tax expenses resulted from the Berry acquisition and 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 the 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. | |
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, 2014 | ||||
Equity [Abstract] | ||||
Business Acquisition, Pro Forma Information | The pro forma 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 | ||||
(in thousands, except per share amount) | ||||
Equity loss from investment in Linn Energy, LLC | $ | (190,279 | ) | |
Net loss | $ | (121,083 | ) | |
Net loss per share, basic and diluted | $ | (0.91 | ) | |
The pro forma condensed combined 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 is primarily due to deferred income taxes assumed by LinnCo that were not transferred to LINN Energy and 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. 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 statements of operations. | |||
• | Reflect approximately 93.8 million LinnCo common shares assumed to be issued in conjunction with the transaction on January 1, 2013. |
Summarized_Financial_Informati1
Summarized Financial Information for Linn Energy, LLC (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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, 2014, 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, | October 17, 2012 To December 31, 2012 | |||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Revenues and other | $ | 4,983,303 | $ | 2,331,655 | $ | 604,701 | ||||||
Expenses | (4,826,624 | ) | (2,590,273 | ) | (578,170 | ) | ||||||
Other income and (expenses) | (604,051 | ) | (434,918 | ) | (85,464 | ) | ||||||
Income tax (expense) benefit | (4,437 | ) | 2,199 | 1,697 | ||||||||
Net loss | $ | (451,809 | ) | $ | (691,337 | ) | $ | (57,236 | ) | |||
Summarized Linn Energy, LLC Balance Sheets Information | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Current assets | $ | 1,706,590 | $ | 815,940 | ||||||||
Noncurrent assets | 14,716,919 | 15,689,024 | ||||||||||
16,423,509 | 16,504,964 | |||||||||||
Current liabilities | 982,545 | 1,252,733 | ||||||||||
Noncurrent liabilities | 10,897,359 | 9,360,804 | ||||||||||
Unitholders’ capital | $ | 4,543,605 | $ | 5,891,427 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||||||||
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table Text Block] | Changes in the balance of unrecognized tax benefits excluding interest and penalties on uncertain tax positions were as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Unrecognized income tax benefits at beginning of year | $ | 20,106 | $ | — | ||||||||
Increases for positions taken in current year | — | — | ||||||||||
Increases (decreases) for positions taken in a prior year | (38 | ) | 20,106 | |||||||||
Decreases for settlements with taxing authorities | — | — | ||||||||||
Decreases for lapses in the applicable statute of limitations | — | — | ||||||||||
Unrecognized income tax benefits at end of year | $ | 20,068 | $ | 20,106 | ||||||||
Components of income tax benefit (expense) | Income tax (expense) benefit consisted of the following: | |||||||||||
Year Ended December 31, | April 30, 2012 (Inception) To December 31, 2012 | |||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Current taxes: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 88 | — | — | |||||||||
Deferred taxes: | ||||||||||||
Federal | 710,484 | 84,908 | (11,867 | ) | ||||||||
State | 24,112 | 7,172 | (661 | ) | ||||||||
$ | 734,684 | $ | 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, | April 30, 2012 (Inception) To December 31, 2012 | |||||||||||
2014 | 2013 | |||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
State, net of federal tax benefit | 2.3 | 0.3 | 2 | |||||||||
Loss on transfer of Berry | 0.2 | (24.3 | ) | — | ||||||||
Other items | 0.1 | (1.8 | ) | 0.8 | ||||||||
Effective rate | 37.6 | % | 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, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Current deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 14,686 | $ | — | ||||||||
Unamortized intangible drilling costs | 38,185 | — | ||||||||||
Share-based compensation | — | 837 | ||||||||||
Valuation allowance | (6,430 | ) | (198 | ) | ||||||||
Total current deferred tax assets | 46,441 | 639 | ||||||||||
Noncurrent deferred tax assets: | ||||||||||||
Net operating loss carryforwards | 81,993 | 50,991 | ||||||||||
Unamortized intangible drilling costs | 121,273 | 46,348 | ||||||||||
Credits | 36,680 | 32,092 | ||||||||||
Other | 42 | 31 | ||||||||||
Valuation allowance | (29,188 | ) | (31,925 | ) | ||||||||
Total noncurrent deferred tax assets | 210,800 | 97,537 | ||||||||||
Noncurrent deferred tax liabilities: | ||||||||||||
Investment in LINN Energy | (271,140 | ) | (854,981 | ) | ||||||||
Total noncurrent deferred tax liabilities | (271,140 | ) | (854,981 | ) | ||||||||
Net deferred tax liabilities | $ | (13,899 | ) | $ | (756,805 | ) | ||||||
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, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Current deferred tax assets | $ | 46,441 | $ | 639 | ||||||||
Current deferred tax liabilities | — | — | ||||||||||
Net current deferred tax assets | $ | 46,441 | $ | 639 | ||||||||
Noncurrent deferred tax assets | $ | 210,800 | $ | 97,537 | ||||||||
Noncurrent deferred tax liabilities | (271,140 | ) | (854,981 | ) | ||||||||
Net noncurrent deferred tax liabilities | $ | (60,340 | ) | $ | (757,444 | ) |
Distributions_and_Dividends_Ta
Distributions and Dividends (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Distribution Received and Dividend Paid [Abstract] | |||||||||
Distributions Received from equity method investment [Table Text Block] | 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, 2014: | ||||||||
LINN Energy Distributions to LinnCo | |||||||||
Date Paid | Distributions Per Unit | Total Distributions | |||||||
(in millions) | |||||||||
Dec-14 | $ | 0.2416 | $ | 31 | |||||
Nov-14 | $ | 0.2416 | $ | 31 | |||||
Oct-14 | $ | 0.2416 | $ | 31 | |||||
Sep-14 | $ | 0.2416 | $ | 32 | |||||
Aug-14 | $ | 0.2416 | $ | 31 | |||||
Jul-14 | $ | 0.2416 | $ | 31 | |||||
Jun-14 | $ | 0.2416 | $ | 31 | |||||
May-14 | $ | 0.2416 | $ | 31 | |||||
Apr-14 | $ | 0.2416 | $ | 31 | |||||
Mar-14 | $ | 0.2416 | $ | 31 | |||||
Feb-14 | $ | 0.2416 | $ | 31 | |||||
Jan-14 | $ | 0.2416 | $ | 31 | |||||
LinnCo Dividends to its Shareholders | |||||||||
Date Paid | Dividends Per Share | Total Dividends | |||||||
(in millions) | |||||||||
Dec-14 | $ | 0.2416 | $ | 31 | |||||
Nov-14 | $ | 0.2416 | $ | 31 | |||||
Oct-14 | $ | 0.2416 | $ | 31 | |||||
Sep-14 | $ | 0.2416 | $ | 32 | |||||
Aug-14 | $ | 0.2416 | $ | 31 | |||||
Jul-14 | $ | 0.2416 | $ | 31 | |||||
Jun-14 | $ | 0.2416 | $ | 31 | |||||
May-14 | $ | 0.2416 | $ | 31 | |||||
Apr-14 | $ | 0.2416 | $ | 31 | |||||
Mar-14 | $ | 0.2416 | $ | 31 | |||||
Feb-14 | $ | 0.2416 | $ | 31 | |||||
Jan-14 | $ | 0.2416 | $ | 31 | |||||
Supplemental_Quarterly_Data_Ta
Supplemental Quarterly Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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 amounts) | |||||||||||||||||
2014:00:00 | |||||||||||||||||
Equity income (loss) from investment in Linn Energy, LLC | $ | (30,541 | ) | $ | (66,987 | ) | $ | 172,200 | $ | (2,039,671 | ) | ||||||
General and administrative expenses | (734 | ) | (668 | ) | (644 | ) | (772 | ) | |||||||||
Gain (loss) on transfer of Berry | — | (1,331 | ) | 9,830 | 5,174 | ||||||||||||
Income tax (expense) benefit | 11,791 | 25,844 | (63,776 | ) | 760,825 | ||||||||||||
Net income (loss) | (19,484 | ) | (43,142 | ) | 117,610 | (1,274,444 | ) | ||||||||||
Net income (loss) per share, basic and diluted | (0.15 | ) | (0.34 | ) | 0.91 | (9.91 | ) | ||||||||||
Quarters Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | December 31 | ||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
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 | ) | |||||||||||
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 17, 2013 | Dec. 16, 2013 | |
Related Party Transaction [Line Items] | ||||||||||||||
General and Administrative Expenses and Offering Costs | $4,000,000 | $2,900,000 | $42,000,000 | |||||||||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 3,000,000 | |||||||||||||
Equity Method Investment, Other than Temporary Impairment | 0 | |||||||||||||
General and Administrative Expense | 772,000 | 644,000 | 668,000 | 734,000 | 27,156,000 | 635,000 | 2,531,000 | 11,767,000 | 1,230,000 | 2,818,000 | 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 | |||||||||||||
Linn Energy, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage | 39.00% | 15.00% | 39.00% | 39.00% | ||||||||||
Expenses for services provided by related party | 772,000 | 1,900,000 | 2,000,000 | |||||||||||
General and Administrative Expenses Paid by Related Party | 22,000,000 | 22,000,000 | ||||||||||||
Share price | $10.13 | $10.13 | ||||||||||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 484,000,000 | 484,000,000 | ||||||||||||
Equity Method Investment, Other than Temporary Impairment | 2,200,000,000 | 0 | ||||||||||||
Offering Costs Paid by Related Party | 0 | 3,000,000 | 0 | |||||||||||
Berry | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Business Combination, Acquisition Related Costs | 40,000,000 | |||||||||||||
Berry share-based awards expensed in the post-combination period | 9,000,000 | |||||||||||||
FY 2013 [Member] | Linn Energy, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and Administrative Expenses Paid by Related Party | $11,000,000 |
Capitalization_Details
Capitalization (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||
Aug. 31, 2014 | Dec. 31, 2014 | Dec. 17, 2013 | Dec. 31, 2013 | Dec. 16, 2013 | Sep. 30, 2013 | |
Equity [Abstract] | ||||||
Number Of Classes Of Interests | 2 | |||||
Value of common shares outstanding | $3,868,322,000 | $3,868,387,000 | ||||
Related Party Transaction [Line Items] | ||||||
Capital contributed by LINN for share purchase | 1,000 | 1,000 | ||||
EquityOfferingProgramMaximumValue | 500,000,000 | |||||
EquityOfferingProgramNewUnits | 0 | |||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Equity income (loss) from investment in Linn Energy, LLC | -190,279,000 | |||||
Net income (loss) | -121,083,000 | |||||
Net income (loss) per share, basic and diluted | ($910) | |||||
Linn Energy, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 2,800,000,000 | |||||
Ownership percentage of voting shares held by LINN Energy | 100.00% | |||||
Capital contributed by LINN for share purchase | 1,000 | |||||
LinnCo common shares issued | 93,756,674 | |||||
LINN Energy units issued to LinnCo for LinnCo common shares issued | 93,756,674 | |||||
Ownership percentage | 39.00% | 39.00% | 15.00% | |||
Berry | ||||||
Related Party Transaction [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 2,700,000,000 | |||||
Business Combination, Acquisition Related Costs | 40,000,000 | |||||
Common shares, deferred issuance | 40,938 | |||||
Common shares, deferred issuance, value | 1,000,000 | |||||
LinnCo common shares issued | 93,756,674 | |||||
LINN Energy units issued to LinnCo for LinnCo common shares issued | 93,756,674 | |||||
Berry share-based awards expensed in the post-combination period | 9,000,000 | |||||
Berry employee unit-based awards | $52,000,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Exchange Ratio | 168.00% |
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, 2014 | Dec. 31, 2013 |
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | |||
Current assets | $1,706,590 | $815,940 | |
Noncurrent assets | 14,716,919 | 15,689,024 | |
Total assets | 16,423,509 | 16,504,964 | |
Equity Method Investment, Summarized Financial Information, Liabilities [Abstract] | |||
Current liabilities | 982,545 | 1,252,733 | |
Noncurrent liabilities | 10,897,359 | 9,360,804 | |
Equity Method Investment Summarized Financial Information, Equity [Abstract] | |||
Unitholders’ capital | 4,543,605 | 5,891,427 | |
Linn Energy, LLC | |||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Revenues and other | 604,701 | 4,983,303 | 2,331,655 |
Expenses | -578,170 | -4,826,624 | -2,590,273 |
Other income and (expenses) | -85,464 | -604,051 | -434,918 |
Income tax (expense) benefit | 1,697 | -4,437 | 2,199 |
Net loss | ($57,236) | ($451,809) | ($691,337) |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||||||||||
Tax credit carryforward, amount, other | $43,000,000 | $43,000,000 | |||||||||
Tax Credit Carryforward, Expiration Date | 31-Dec-18 | ||||||||||
Net operating loss carryforwards, expiration dates | 31-Dec-32 | ||||||||||
Current taxes: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State | 0 | 88,000 | 0 | ||||||||
Deferred taxes: | |||||||||||
Federal | -11,867,000 | 710,484,000 | 84,908,000 | ||||||||
State | -661,000 | 24,112,000 | 7,172,000 | ||||||||
Income tax (expense) benefit | 760,825,000 | -63,776,000 | 25,844,000 | 11,791,000 | 98,652,000 | 3,908,000 | -25,300,000 | 14,820,000 | -12,528,000 | 734,684,000 | 92,080,000 |
Effective income tax rate reconciliation [Abstract] | |||||||||||
Federal statutory rate | 35.00% | 35.00% | 35.00% | ||||||||
State, net of federal tax benefit | 2.00% | 2.30% | 0.30% | ||||||||
Loss on transfer of Berry | 0.00% | 0.20% | -24.30% | ||||||||
Other items | 0.80% | 0.10% | -1.80% | ||||||||
Effective rate | 37.80% | 37.60% | 9.20% | ||||||||
Current deferred tax assets: | |||||||||||
Net operating loss carryforwards | 14,686,000 | 0 | 14,686,000 | 0 | |||||||
Unamortized intangible drilling costs | 38,185,000 | 0 | 38,185,000 | 0 | |||||||
Share-based compensation | 0 | 837,000 | 0 | 837,000 | |||||||
Valuation allowance | -6,430,000 | -198,000 | -6,430,000 | -198,000 | |||||||
Total current deferred tax assets | 46,441,000 | 639,000 | 46,441,000 | 639,000 | |||||||
Noncurrent deferred tax assets: | |||||||||||
Net operating loss carryforwards | 81,993,000 | 50,991,000 | 81,993,000 | 50,991,000 | |||||||
Unamortized intangible drilling costs | 121,273,000 | 46,348,000 | 121,273,000 | 46,348,000 | |||||||
Credits | 36,680,000 | 32,092,000 | 36,680,000 | 32,092,000 | |||||||
Other | 42,000 | 31,000 | 42,000 | 31,000 | |||||||
Valuation allowance | -29,188,000 | -31,925,000 | -29,188,000 | -31,925,000 | |||||||
Total noncurrent deferred tax assets | 210,800,000 | 97,537,000 | 210,800,000 | 97,537,000 | |||||||
Noncurrent deferred tax liabilities: | |||||||||||
Investment in LINN Energy | -271,140,000 | -854,981,000 | -271,140,000 | -854,981,000 | |||||||
Total noncurrent deferred tax liabilities | -271,140,000 | -854,981,000 | -271,140,000 | -854,981,000 | |||||||
Net deferred tax liabilities | -13,899,000 | -756,805,000 | -13,899,000 | -756,805,000 | |||||||
Net deferred tax assets and liabilities classified on balance sheet [Abstract] | |||||||||||
Current deferred tax assets | 46,441,000 | 639,000 | 46,441,000 | 639,000 | |||||||
Current deferred tax liabilities | 0 | 0 | 0 | 0 | |||||||
Net current deferred tax assets | 46,441,000 | 639,000 | 46,441,000 | 639,000 | |||||||
Noncurrent deferred tax assets | 210,800,000 | 97,537,000 | 210,800,000 | 97,537,000 | |||||||
Noncurrent deferred tax liabilities | -271,140,000 | -854,981,000 | -271,140,000 | -854,981,000 | |||||||
Net noncurrent deferred tax liabilities | -60,340,000 | -757,444,000 | -60,340,000 | -757,444,000 | |||||||
Valuation allowance | 36,000,000 | 32,000,000 | 36,000,000 | 32,000,000 | |||||||
State and Local Jurisdiction [Member] | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Alternative minimum income tax credit carryforwards, state | 600,000 | 600,000 | |||||||||
Operating Loss Carryforwards | 288,000,000 | 288,000,000 | |||||||||
Internal Revenue Service (IRS) [Member] | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Alternative minimum income tax credit carryforwards, state | 500,000 | 500,000 | |||||||||
Operating Loss Carryforwards | $260,000,000 | $260,000,000 |
Income_Taxes_Unrecognized_tax_
Income Taxes Unrecognized tax benefits (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Unrecognized income tax benefits at beginning of year | $20,106,000 | $0 |
Increases for positions taken in current year | 0 | 0 |
Increases (decreases) for positions taken in a prior year | -38,000 | |
Increases (decreases) for positions taken in a prior year | 20,106,000 | |
Decreases for settlements with taxing authorities | 0 | 0 |
Decreases for lapses in the applicable statute of limitations | 0 | 0 |
Unrecognized income tax benefits at end of year | 20,068,000 | 20,106,000 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound | 80,000 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 109,000 | 19,000 |
Liability for Uncertain Tax Positions, Noncurrent | $20,000,000 |
Distributions_and_Dividends_De
Distributions and Dividends (Details) (USD $) | 1 Months Ended | 8 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 6 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Nov. 30, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | 31-May-14 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Feb. 28, 2015 | Jan. 31, 2015 | Mar. 31, 2015 |
Related Party Transaction [Line Items] | |||||||||||||||||||
Cash distributions received | $25,221 | $372,706 | $100,870 | ||||||||||||||||
Dividends declared per share | $0.71 | $2.90 | $2.88 | ||||||||||||||||
Dividends Per Share | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | |||||||
Total Dividends | 31,000 | 31,000 | 31,000 | 32,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 24,699 | 371,370 | 100,348 | ||||
Linn Energy, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Distributions Per Unit | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.24 | $0.73 | ||||||
Cash distributions received | 31,000 | 31,000 | 31,000 | 32,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | 31,000 | |||||||
Subsequent Event [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Dividends declared per share | $0.31 | ||||||||||||||||||
Common Stock, Dividends, Per Share, Declared, Monthly Installment | $0.10 | ||||||||||||||||||
Common Stock, Dividends, Per Share, Declared, Tax Reserve | $0 | ||||||||||||||||||
Total Dividends | 13,000 | 13,000 | |||||||||||||||||
Subsequent Event [Member] | Linn Energy, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Distributions Per Unit | $0.31 | ||||||||||||||||||
Distributions received, monthly installment, amount per unit | $0.10 | ||||||||||||||||||
Change in distributions declared | -57.00% | ||||||||||||||||||
Cash distributions received | $13,000 | $13,000 |
Supplemental_Disclosures_to_th1
Supplemental Disclosures to the Statements of Cash Flows (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 17, 2013 | |
Related Party Transaction [Line Items] | |||
General and Administrative Expenses and Offering Costs | $2,900,000 | $42,000,000 | |
Linn Energy, LLC | |||
Related Party Transaction [Line Items] | |||
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 | 22,000,000 | |
Berry | |||
Related Party Transaction [Line Items] | |||
LinnCo common shares issued | 93,756,674 | ||
LINN Energy units issued to LinnCo for LinnCo common shares issued | 93,756,674 | ||
FY 2013 [Member] | Linn Energy, LLC | |||
Related Party Transaction [Line Items] | |||
General and Administrative Expenses Paid by Related Party | $11,000,000 |
Supplemental_Quarterly_Data_De
Supplemental Quarterly Data (Details) (USD $) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Quarterly Financial Data [Abstract] | |||||||||||
Equity income (loss) from investment in Linn Energy, LLC | ($2,039,671) | $172,200 | ($66,987) | ($30,541) | ($280,213) | ($667) | $57,963 | ($21,272) | $34,411 | ($1,964,999) | ($244,189) |
General and administrative expenses | -772 | -644 | -668 | -734 | -27,156 | -635 | -2,531 | -11,767 | -1,230 | -2,818 | -42,089 |
Gain (loss) on transfer of Berry | 5,174 | 9,830 | -1,331 | 0 | -718,249 | 0 | 0 | 0 | 0 | 13,673 | -718,249 |
Income tax (expense) benefit | 760,825 | -63,776 | 25,844 | 11,791 | 98,652 | 3,908 | -25,300 | 14,820 | -12,528 | 734,684 | 92,080 |
Net income (loss) | ($1,274,444) | $117,610 | ($43,142) | ($19,484) | ($926,966) | $2,606 | $30,132 | ($18,219) | $20,653 | ($1,219,460) | ($912,447) |
Net income (loss) per share, basic and diluted | ($9.91) | $0.91 | ($0.34) | ($0.15) | ($18.15) | $0.07 | $0.87 | ($0.52) | $1.92 | ($9.49) | ($23.46) |