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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2013	May 06, 2013
Entity Registrant Name	BERRY PETROLEUM COMPANY
Entity Central Index Key	0000778438
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Class A
Entity Common Stock, Shares Outstanding		52,671,706
Class B
Entity Common Stock, Shares Outstanding		1,763,866

Condensed Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 105	$ 312
Restricted short-term investments	125	125
Accounts receivable	131,632	122,159
Deferred income taxes	6,093	703
Derivative instruments	7,622	14,661
Prepaid expenses and other	22,205	19,065
Total current assets	167,782	157,025
Oil and natural gas properties (successful efforts basis), buildings and equipment, net	3,177,892	3,128,502
Derivative instruments	17,491	10,891
Other assets	27,468	28,984
TOTAL ASSETS	3,390,633	3,325,402
Current liabilities:
Accounts payable	108,713	175,893
Revenue and royalties payable	31,564	57,021
Accrued liabilities	47,183	51,151
Derivative instruments	5,057	1,111
Deferred income taxes	0	1,456
Total current liabilities	192,517	286,632
Long-term liabilities:
Deferred income taxes	281,925	255,471
Senior secured revolving credit facility	653,600	562,900
Asset Retirement Obligations, Noncurrent	90,237	82,316
Derivative instruments	0	1,239
Other long-term liabilities	22,241	19,136
Total long-term liabilities	2,151,310	2,023,979
Shareholders' equity:
Preferred stock, $0.01 par value, 2,000,000 shares authorized; no shares outstanding	0	0
Capital in excess of par value	368,688	364,710
Retained earnings	677,573	649,539
Total shareholders' equity	1,046,806	1,014,791
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	3,390,633	3,325,402
Class A
Capital stock, $0.01 par value:
Common Stock	527	524
Class B
Capital stock, $0.01 par value:
Common Stock	18	18
10.25% Senior notes due 2014, net of unamortized discount
Long-term liabilities:
Senior notes	203,307	202,917
6.75% Senior notes due 2020
Long-term liabilities:
Senior notes	300,000	300,000
6.375% Senior notes due 2022
Long-term liabilities:
Senior notes	$ 600,000	$ 600,000

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2013	Dec. 31, 2012
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares outstanding	0	0
Class A
Capital stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	52,669,614	52,428,423
Common Stock, shares outstanding	52,669,614	52,428,423
Class B
Capital stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	3,000,000	3,000,000
Common Stock, shares issued	1,763,866	1,763,866
Common Stock, shares outstanding	1,763,866	1,763,866
Common Stock, liquidation preference (in dollars per share)	$ 0.50	$ 0.50
10.25% Senior notes due 2014
Interest rate on debt instrument (as a percent)	10.25%	10.25%
6.75% Senior notes due 2020
Interest rate on debt instrument (as a percent)	6.75%	6.75%
6.375% Senior notes due 2022
Interest rate on debt instrument (as a percent)	6.375%	6.375%

Condensed Statements of Operations - USD ($) $ in Thousands	3 Months Ended
Condensed Statements of Operations - USD ($) $ in Thousands	Mar. 31, 2013	Mar. 31, 2012
REVENUES
Oil and natural gas sales	$ 266,772	$ 233,653
Electricity sales	7,589	5,980
Natural gas marketing	2,027	1,859
Gain on sale of assets	23	1,763
Interest and other income, net	475	747
TOTAL REVENUES	276,886	244,002
EXPENSES
Operating costs—oil and natural gas production	86,148	54,221
Operating costs- electricity generation	5,296	5,017
Production taxes	10,784	10,658
Depreciation, depletion & amortization	68,478	48,422
Natural gas marketing	1,878	1,777
General and administrative	22,278	17,741
Interest	24,687	20,104
Dry hole, abandonment, impairment and exploration	962	3,067
Impairment of oil and natural gas properties	2,467	0
Realized and unrealized loss on derivatives, net	737	28,481
TOTAL EXPENSES	223,715	189,488
Earnings before income taxes	53,171	54,514
Income tax provision	20,737	20,616
Net earnings	$ 32,434	$ 33,898
Basic net earnings per share (in dollars per share)	$ 0.59	$ 0.62
Diluted net earnings per share (in dollars per share)	0.58	0.61
Dividends per share (in dollars per share)	$ 0.08	$ 0.08
Oil and Natural Gas Properties, Buildings, and Equipment
EXPENSES
Depreciation, depletion & amortization	$ 68,084	$ 47,956
Electricity Generation
EXPENSES
Depreciation, depletion & amortization	$ 394	$ 466

Condensed Statements of Comprehensive Earnings - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net earnings	$ 32,434	$ 33,898
Other comprehensive earnings, net of income taxes:
Other comprehensive income (loss), reclassification adjustment on derivatives included in net income, net of tax	0	1,267
Other comprehensive earnings	0	1,267
Comprehensive earnings	$ 32,434	$ 35,165

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

Net of tax amount of the income statement impact of the reclassification adjustment of accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges realized in net income. Also includes reclassification adjustments of an entity's share of an equity investee's deferred hedging gain (loss) realized in net income.

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-Name Statement of Financial Accounting Standard (FAS)
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+ Details

Condensed Statements of Comprehensive Earnings (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement of Comprehensive Earnings (Parentheticals) [Abstract]
Amortization of Accumulated other comprehensive loss related to de-designated hedges, income taxes	$ 0	$ 777

- Definition

Tax effect of the income statement impact of the reclassification adjustment of accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges realized in net income. Also includes reclassification adjustments of an entity's share of an equity investee's deferred hedging gain (loss) realized in net income.

+ References + Details

Condensed Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
Condensed Statements of Cash Flows - USD ($) $ in Thousands	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net earnings	$ 32,434	$ 33,898
Depreciation, depletion and amortization	68,478	48,422
Gain on sale of assets	(23)	(1,763)
Amortization of debt issuance costs and net discount	1,709	2,037
Impairment of oil and natural gas properties	2,467	0
Dry hole and impairment	449	28
Derivatives	3,146	42,837
Stock-based compensation expense	3,195	3,104
Deferred income taxes	19,648	16,567
Other, net	2,381	683
Allowance for bad debt	0	315
Change in book overdraft	(232)	(509)
Changes in operating assets and liabilities:
Accounts receivable	(9,507)	(7,835)
Inventories, prepaid expenses, and other current assets	(3,057)	(2,686)
Accounts payable and revenue and royalties payable	(25,411)	(674)
Accrued interest and other accrued liabilities	(3,979)	20,982
Net cash provided by operating activities	91,698	155,406
Cash flows from investing activities:
Exploration and development of oil and natural gas properties	(174,663)	(167,758)
Property acquisitions	(2,897)	(8,529)
Capitalized interest	(1,799)	(5,190)
Proceeds from sale of assets	480	15,700
Deposits on asset sales	0	(3,300)
Net cash used in investing activities	(178,879)	(169,077)
Cash flows from financing activities:
Long-term borrowings under credit facility	299,200	102,700
Repayments of long-term borrowings under credit facility	(208,500)	(634,200)
Financing obligation	(112)	(101)
Debt issuance costs	0	(10,569)
Dividends paid	(4,400)	(4,381)
Stock options and restricted stock issued	65	3,498
Excess income tax benefit	721	422
Net cash provided by financing activities	86,974	57,369
Net (decrease) increase in cash and cash equivalents	(207)	43,698
Cash and cash equivalents at beginning of period	312	298
Cash and cash equivalents at end of period	105	43,996
Noncash investing activities:
Accrued capital expenditures	32,379	41,339
Asset retirement obligations	7,022	4,994
6.375% Senior notes due 2022
Cash flows from financing activities:
Proceeds from issuance of 6.375% Senior notes due 2022	$ 0	$ 600,000

Condensed Statement of Shareholders' Equity - 3 months ended Mar. 31, 2013 - USD ($) $ in Thousands	Total	Capital in Excess of Par Value	Retained Earnings	Class A Common Stock	Class B Common Stock
Balances at Dec. 31, 2012	$ 1,014,791	$ 364,710	$ 649,539	$ 524	$ 18
Increase (Decrease) in Shareholders' Equity
Stock based compensation expense	3,195	3,195
Stock options and restricted stock issued	65	62		3
Income tax effect of stock option exercises	721	721
Dividends ($0.08 per share)	(4,400)		(4,400)
Net earnings	32,434		32,434
Balances at Mar. 31, 2013	$ 1,046,806	$ 368,688	$ 677,573	$ 527	$ 18

- Definition

This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation".

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- Definition

Value of stock (or other type of equity) issued during the period as a result of any equity-based compensation plan other than an employee stock ownership plan (ESOP), net of stock value of such awards forfeited. Stock issued could result from the issuance of restricted stock, the exercise of stock options, stock issued under employee stock purchase plans, and/or other employee benefit plans.

+ References + Details

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References + Details

Condensed Statement of Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement of Stockholders' Equity [Abstract]
Dividends per share (in dollars per share)	$ 0.08	$ 0.08

Basis of Presentation	3 Months Ended
Basis of Presentation	Mar. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation These Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting. Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), the unaudited Condensed Financial Statements do not include all disclosures required by GAAP. For a more complete understanding of Berry Petroleum Company's (the Company) operations, financial position and accounting policies, the unaudited Condensed Financial Statements and notes thereto should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2012, previously filed with the SEC. All adjustments, consisting of normal and recurring accruals, which are, in the opinion of management, necessary to fairly state the Company's Condensed Financial Statements have been included herein. Interim results are not necessarily indicative of expected annual results because of the impact of fluctuations in prices received for oil and natural gas, as well as other factors. In the course of preparing the Condensed Financial Statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, revenues and expenses, and to prepare disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events, and, accordingly, actual results could differ from amounts previously established. The Company's cash management process provides for the daily funding of checks as they are presented to the bank. Included in accounts payable at March 31, 2013 and December 31, 2012 was $14.7 million and $14.9 million, respectively, representing outstanding checks in excess of the bank balance (book overdraft). Recent Accounting Standards There are no material new accounting pronouncements that have been issued but not yet adopted by the Company as of March 31, 2013.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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+ Details

Acquisitions and Divestitures	3 Months Ended
Acquisitions and Divestitures	Mar. 31, 2013
Business Combinations [Abstract]
Acquisitions and Divestitures	Acquisitions and Divestitures 2012 Acquisitions On September 12, 2012, the Company completed the acquisition of approximately 14,000 net acres contiguous to the Company's Brundage Canyon asset in the Uinta for an aggregate purchase price of $39.6 million, including usual and customary post-closing adjustments. Disclosures of purchase price allocation and also of pro forma revenues and net earnings for this acquisition are not material and have not been presented. On April 13, 2012, the Company completed the acquisition of approximately 2,000 net acres and one well in the Wolfberry trend in the Permian for an aggregate purchase price of $14.9 million including usual and customary post-closing adjustments. Disclosures of purchase price allocation and also of pro forma revenues and net earnings for this acquisition are not material and have not been presented. 2012 Divestiture On December 21, 2011, the Company entered into an agreement to sell its assets related to proved developed properties in Elko, Eureka and Nye Counties, Nevada, which closed on January 31, 2012, for total cash consideration of $15.6 million. The Company recorded a $1.6 million gain in conjunction with the sale. The gain was recorded in the Condensed Statements of Operations under the caption gain on sale of assets.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479

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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1383-128463

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph F4
-Subparagraph e
-Appendix F

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Debt	3 Months Ended
Debt	Mar. 31, 2013
Debt Disclosure [Abstract]
Debt	Debt Senior Secured Revolving Credit Facility As of March 31, 2013, the Company's credit facility, which matures on May 13, 2016, had a borrowing base of $1.4 billion, subject to lender commitments. At March 31, 2013, lender commitments under the facility were $1.2 billion. Borrowings under the credit facility bear interest at either (i) LIBOR plus a margin between 1.50% and 2.50% or (ii) the prime rate plus a margin between 0.50% and 1.50%, in each case, based on the amount utilized. The annual commitment fee on the unused portion of the credit facility ranges between 0.35% and 0.50% based on the amount utilized. As of March 31, 2013, there were $653.6 million in outstanding borrowings under the credit facility and $23.2 million in outstanding letters of credit, leaving $523.2 million in borrowing capacity available under the credit facility. The maximum amount available under the credit facility is subject to semi-annual redeterminations of the borrowing base in April and October of each year, based on the value of the Company's proved oil and natural gas reserves, in accordance with the lenders' customary procedures and practices. The Company and the lenders each have the right to one additional redetermination each year. The semi-annual redetermination in April 2013 did not result in any changes to the borrowing base, lender commitments, or other terms of the credit facility.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2013
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The effective income tax rate for the three months ended March 31, 2013 and 2012 was 39.0% and 37.8%, respectively. The Company's provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes, domestic production activities deduction, percentage depletion, nondeductible employee compensation and other permanent differences. As of March 31, 2013, the Company had a gross liability for uncertain income tax benefits of $22.6 million, $17.5 million of which, if recognized, would impact the effective income tax rate. There have been no significant changes to the calculation of uncertain income tax benefits during 2013. Consistent with the Company's policy, interest and penalties on income taxes have been recorded as a component of the income tax provision. The Company estimates that it is reasonably possible that the balance of unrecognized income tax benefits as of March 31, 2013 could decrease by a maximum of $6.7 million in the next 12 months due to the expiration of statutes of limitation and audit settlements.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Earnings Per Share

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Basic net earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average shares outstanding-basic during each period. Diluted earnings per share is calculated by dividing earnings available to common shareholders by the weighted average shares outstanding-dilutive, which includes the effect of potentially dilutive securities. Potentially dilutive securities consist of unvested restricted stock awards and outstanding stock options. No potential shares of common stock are included in the computation of any diluted per share amount when a net loss exists.

The two-class method of computing net earnings per share is required for those entities that have participating securities. The two-class method is an earnings allocation formula that determines net earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. Unvested restricted shares issued under the Company's equity incentive plans prior to January 1, 2010 have the right to receive non-forfeitable dividends, participating on an equal basis with common shares, and thus are classified as participating securities. Participating securities do not have a contractual obligation to share in the Company's losses. Therefore, in periods of net loss, no portion of the loss is allocated to participating securities. Unvested restricted shares issued subsequent to January 1, 2010 under the Company's equity incentive plans do not participate in dividends. Stock options issued under the Company's equity incentive plans do not participate in dividends.

The following table shows the computation of basic and diluted net earnings per share for the three months ended March 31, 2013 and 2012:



	Three Months Ended
	March 31,
(in thousands, except per share data)	2013		2012
Net earnings	$	32,434	$	33,898
Less: net earnings allocable to participating securities	81		171
Net earnings available for common shareholders	$	32,353	$	33,727

Basic net earnings per share	$	0.59	$	0.62
Diluted net earnings per share	$	0.58	$	0.61

Basic weighted average shares outstanding	55,186		54,759
Add: Dilutive effects of stock options and RSUs	379		504
Dilutive weighted average shares outstanding	55,565		55,263

Not included in the diluted earnings per share calculation were 0.8 million and 0.3 million stock options and RSUs, for the three months ended March 31, 2013 and March 31, 2012, respectively, because their effect would have been anti-dilutive.

Asset Retirement Obligations

3 Months Ended

Mar. 31, 2013

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

Asset Retirement Obligations

The following table summarizes the activity for the Company's asset retirement obligations (AROs) for the three months ended March 31, 2013 and 2012:



	Three Months Ended
	March 31,
(in thousands)	2013			2012
Beginning balance at January 1	$	86,746		$	64,019
Liabilities incurred	2,711			2,993
Liabilities settled	(805		)	(467		)
Disposition of assets	—			(705		)
Accretion expense	1,704			1,223
Revisions in estimated cash flows	4,311			2,001
Ending balance at March 31	$	94,667		$	69,064

ARO reflects the estimated present value of the amount of dismantlement, removal, site reclamation and similar activities associated with the Company's oil and natural gas properties. Inherent in the fair value calculation of ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and natural gas property balance.

Equity Incentive Compensation Plans

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Compensation Plans

Stock-based compensation is measured at the grant date based on the fair value of the awards. The fair value is recognized on a straight-line basis over the requisite service period (generally the vesting period).

Total compensation cost recognized in the Condensed Statements of Operations for the grants under the Company's equity incentive compensation plans was $3.0 million and $3.0 million during the three months ended March 31, 2013 and 2012, respectively.

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2013:



	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)(1)		Weighted Average Remaining Contractual Term (Years)
Outstanding at January 1, 2013	1,387,592		$	33.71	$	4,681
Granted	—		—
Exercised	(3,000	)	21.58		76
Canceled/expired	—		—
Outstanding at March 31, 2013	1,384,592		$	33.74	$	17,939	3.84
Vested and expected to vest at March 31, 2013	1,384,293		$	33.73	$	17,939	3.84
Exercisable at March 31, 2013	1,278,372		$	32.29	$	17,939	3.45

__________________________________


(1)	The intrinsic value of a stock option is the amount by which the market value of the underlying stock at the end of the related period exceeds the exercise price of the option.

As of March 31, 2013, there were $2.3 million of total unrecognized compensation costs related to outstanding stock options. These costs are expected to be recognized over 3.0 years.

Restricted Stock Units

The following table summarizes restricted stock unit (RSU) activity for the three months ended March 31, 2013:



	RSUs		Weighted Average Grant Date Fair Value		Vest Date Fair Value (in thousands)
Outstanding at January 1, 2013	981,877		$	26.72
Granted	264,033		45.27
Issued	(175,269	)	24.68		$	6,817
Canceled/expired	(1,445	)	49.29
Outstanding at March 31, 2013(1)(2)	1,069,196		$	32.16

__________________________________


(1)	The balance outstanding includes 58,036 RSUs granted to non-employee directors that are 100% vested at date of grant, but are subject to deferral elections delaying the date on which the corresponding shares are issued.


(2)	The balance outstanding includes 510,967 RSUs granted to executive officers and other officers that have vested in accordance with the RSU agreement but are subject to deferral elections delaying the date on which the corresponding shares are issued.

As of March 31, 2013, there were $20.3 million of total unrecognized compensation costs related to RSUs granted. These costs are expected to be recognized over 4.0 years.

Performance Share Program

The following table summarizes performance share award activity for the three months ended March 31, 2013:



	Performance Share Awards(1)		Weighted Average Grant Date Fair Value		Vest Date Fair Value (in thousands)
Outstanding at January 1, 2013	222,587		$	45.79
Granted	—		—
Issued	(64,922	)	32.75		$	2,990
Canceled/expired	(34,742	)	28.32
Outstanding at March 31, 2013	122,923		$	57.61

__________________________________


(1)	Reflects the maximum number of performance shares that can be issued.

As of March 31, 2013, there were $1.8 million of total unrecognized compensation costs related to performance shares granted. These costs are expected to be recognized over 1.8 years.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Derivative Instruments

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

The Company uses financial derivative instruments as part of its price risk management program to achieve a more predictable, economic cash flow from its oil production by reducing its exposure to price fluctuations. The Company has historically entered into financial commodity swap and collar contracts to fix the floor and ceiling prices received for a portion of the Company's oil and natural gas production. During the second quarter of 2012, the Company began entering into derivative contracts to fix the floor and ceiling prices paid for a portion of its natural gas consumption. The terms of the Company's derivative contracts depend on various factors, including management's view of future crude oil and natural gas prices, acquisition economics on purchased assets, future financial commitments, and other considerations. The Company periodically enters into interest rate derivative agreements to protect against changes in interest rates on its floating rate debt. The Company recognizes all gains and losses from changes in commodity derivative fair values immediately in earnings. For further discussion related to the fair value of the Company's derivatives, see Note 9 to the Condensed Financial Statements.

As of March 31, 2013, the Company had commodity derivatives associated with the following volumes:



	2013	2014	2015
Oil sales, Bbl/D	19,800	21,000	3,000
Natural gas purchases, MMBtu/D	10,000	—	—

The Company entered into the following derivative instruments during the three months ended March 31, 2013:



Crude Oil Sales Three-Way Collars
Term	Index	Average Barrels Per Day	Sold Put / Purchased Put / Sold Call
Full year 2013 and 2014	ICE Brent	1,000	$80.00 / $100.00 / $114.05
Full year 2014	NYMEX WTI	1,000	$70.00 / $90.00 / $102.00



Crude Oil Sales (NYMEX WTI) Swaps
Term	Average Barrels Per Day	Weighted Average Price
Full year 2014	11,500	$90.14



Crude Oil Sales (NYMEX WTI to ICE Brent) Basis Swaps
Term	Average Barrels Per Day	Weighted Average Price
Full year 2014	10,000	$11.60
Full year 2015	8,000	$11.60



Crude Oil Sales (NYMEX WTI to Midland) Basis Swaps
Term	Average Barrels Per Day	Weighted Average Price
April 2013 - December 2013	4,000	$1.48

In March 2012, the Company terminated certain of its natural gas derivative instruments, which were associated with a total of 15,000 MMBtu/D for the remainder of 2012. The termination resulted in a net loss of $1.9 million, including cash settlements and non-cash fair value losses, and was recorded in the Condensed Statements of Operations under the caption realized and unrealized loss on derivatives, net.

The Company routinely enters into derivative contracts with a variety of counterparties, typically resulting in individual derivative instruments with both fair value asset and liability positions. The Company nets the fair values of derivative instruments executed with the same counterparty pursuant to ISDA master agreements, which mitigate the credit risk of the Company's derivative instruments by providing for net settlement over the term of the contract and in the event of default or termination of the contract. The tables below summarize the fair value of derivative assets and liabilities and the effect of netting on the Condensed Balance Sheets:



(in millions)		March 31, 2013
Description	Balance Sheet Classification	Gross Amounts of Recognized Assets or Liabilities		Gross Amounts Offset in the Condensed Balance Sheets			Net Amounts of Assets or Liabilities Presented in the Condensed Balance Sheets
Assets
Commodity derivative instruments	Current	$	12.4	$	(4.8	)	$	7.6
Commodity derivative instruments	Long-term	24.0		(6.5		)	17.5
Total assets		$	36.4	$	(11.3	)	$	25.1

Liabilities
Commodity derivative instruments	Current	$	9.9	$	(4.8	)	$	5.1
Commodity derivative instruments	Long-term	6.5		(6.5		)	—
Total liabilities		$	16.4	$	(11.3	)	$	5.1



(in millions)		December 31, 2012
Description	Balance Sheet Classification	Gross Amounts of Recognized Assets or Liabilities		Gross Amounts Offset in the Condensed Balance Sheets			Net Amounts of Assets or Liabilities Presented in the Condensed Balance Sheets
Assets
Commodity derivative instruments	Current	$	16.4	$	(1.7	)	$	14.7
Commodity derivative instruments	Long-term	10.9		—			10.9
Total assets		$	27.3	$	(1.7	)	$	25.6

Liabilities
Commodity derivative instruments	Current	$	2.8	$	(1.7	)	$	1.1
Commodity derivative instruments	Long-term	1.2		—			1.2
Total liabilities		$	4.0	$	(1.7	)	$	2.3

The table below summarizes the location and the amount of derivative instrument losses (gains) before income taxes reported in the Condensed Statements of Operations for the periods indicated:



		Three Months Ended
(in millions)	Location of Loss (Gain) Recognized in Earnings	March 31,
Description of Loss (Gain)	Location of Loss (Gain) Recognized in Earnings	2013		2012
Commodity
Loss reclassified from AOCL into earnings (amortization of frozen amounts)	Oil and natural gas sales	$	—	$	2.7
Loss recognized in earnings (cash settlements and mark-to-market movements)	Realized and unrealized loss on derivatives, net	0.7		28.5
Interest rate
Gain reclassified from AOCL into earnings (amortization of frozen amounts)	Interest	$	—	$	(0.6	)

Credit Risk

The Company does not require collateral or other security from counterparties to support derivative instruments. However, the agreements with those counterparties typically contain netting provisions such that if a default occurs, the non-defaulting party can offset the amount payable to the defaulting party under the derivative contract with the amount due from the defaulting party. As a result of the netting provisions, the Company's maximum amount of loss due to credit risk is limited to the net amounts due to and from the counterparties under the derivative contracts. The maximum amount of loss due to credit risk that the Company would have incurred if all counterparties to its derivative contracts failed to perform at March 31, 2013 was $20.8 million.

As of March 31, 2013, the counterparties to the Company's commodity derivative contracts consist of nine financial institutions. The Company's counterparties or their affiliates are also lenders under the Company's credit facility. As a result, the counterparties to the Company's derivative agreements share in the collateral supporting the Company's credit facility. The Company is not generally required to post additional collateral under derivative agreements.

Certain of the Company's derivative agreements contain cross default provisions that require acceleration of amounts due under such agreements if the Company were to default on its obligations under its material debt agreements. In addition, if the Company were to default on certain of its material debt agreements, including its derivative agreements, the Company would be in default under the credit facility. As of March 31, 2013, the Company was in a net liability position with two of the counterparties to the Company's derivative instruments, totaling $0.8 million. As of March 31, 2013, the Company's largest two counterparties accounted for 69% of the value of its total net derivative positions.

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
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Reference 22: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Fair Value Measurement

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.

A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy. The Company recognizes transfers between levels at the end of the reporting period for which the transfer has occurred.

The fair value of all derivative instruments is estimated with industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. The fair value of all derivative instruments is estimated using a combined income and market valuation methodology based upon forward commodity price and volatility curves. The curves are obtained from independent pricing services, and the Company has made no adjustments to the obtained prices. The independent pricing services publish observable market information from multiple brokers and exchanges. All valuations were compared against counterparty valuations to verify the reasonableness of prices. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative contracts it holds.

Assets (Liabilities) Measured at Fair Value on a Recurring Basis

The following table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values:



(in millions)	Total		Level 1		Level 2		Level 3
Commodity derivative asset, net
March 31, 2013	$	20.1	$	—	$	20.1	$	—
December 31, 2012	$	23.2	$	—	$	23.2	$	—

Fair Market Value of Financial Instruments

The Company uses various assumptions and methods in estimating the fair values of its financial instruments. The following table presents fair value information about the Company's financial instruments:



March 31, 2013	Carrying Amount		Estimated Fair Value
(in millions)			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	—
Senior secured revolving credit facility(1)	654		—		654		—		654
10.25% Senior notes due 2014(2)	205		224		—		—		224
6.75% Senior notes due 2020	300		324		—		—		324
6.375% Senior notes due 2022	600		639		—		—		639
	$	1,759	$	1,187	$	654	$	—	$	1,841

__________________________________

(1)

The Company's credit facility can be repaid at any time without penalty. Interest is generally fixed for 30-day increments at the prime rate or LIBOR plus a stipulated margin for the amount utilized and at a stipulated percentage as a commitment fee for the portion not utilized. The carrying amount of the credit facility approximated fair value due to the short-term maturities of the borrowings and because the borrowings bear interest at variable market rates.


(2)	Carrying amount does not include unamortized discount of $2.0 million.



December 31, 2012	Carrying Amount		Estimated Fair Value
(in millions)			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	—
Senior secured revolving credit facility(1)	563		—		563		—		563
10.25% Senior notes due 2014(2)	205		229		—		—		229
6.75% Senior notes due 2020	300		323		—		—		323
6.375% Senior notes due 2022	600		627		—		—		627
	$	1,668	$	1,179	$	563	$	—	$	1,742

_________________________________

(1)


(2)	Carrying amount does not include unamortized discount of $2.3 million.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies E. Texas Gathering System In July 2009, the Company closed on the financing of its E. Texas natural gas gathering system for $18.4 million in cash. The Company entered into concurrent long-term natural gas gathering agreements for the E. Texas production which contained an embedded lease. Accordingly, the $16.7 million net book value of the property is being depreciated over the remaining useful life of the asset and the cash received of $18.4 million was recorded as a financing obligation. A portion of the payments under the agreements is recorded as gathering expense and a portion as interest expense, with the balance being recorded as a reduction to the financing obligation. There are no minimum payments required under these agreements. For the three months ended March 31, 2013 and 2012, the Company incurred costs of $0.7 million and $0.9 million, respectively, under the agreements. These amounts are recorded in the Condensed Financial Statements under the caption operating costs—oil and natural gas production. Carry and Earning Agreement On January 14, 2011, the Company entered into an amendment relating to certain contractual obligations to a third-party co-owner of certain Piceance assets in Colorado. The amendment waives the $0.2 million penalty for each well not spud by February 2011 and requires the Company to reassign to such co-owner, by January 31, 2020, all of the interest acquired by the Company from the co-owner in each 160-acre tract in which the Company has not drilled and completed a well that is producing or capable of producing from a designated formation, or deeper formation, on January 1, 2020. The amendment also requires the Company to pay the first $9.0 million of costs incurred in connection with the construction of either an extension of the existing access road or a new access road, including the third party's 50% share. If by June 30, 2013 (which date is subject to extension to no later than December 31, 2014 under the terms of the amendment), the Company has not expended $9.0 million on the construction of either the extension of the road or a new road, then the Company will be obligated to pay the third party 50% of the difference between $12.0 million and the actual amount expended on road construction as of such date. Due to the need to obtain regulatory approvals, the Company has not yet commenced construction of either an extension of the existing access road or a new access road and may be unable to do so by June 30, 2013 (or the extended date), thus triggering the payment obligation to the third party. Legal Matters Department of the Interior Notice of Proposed Debarment. On June 14, 2012, the Company received a Notice of Proposed Debarment issued by the United States Department of the Interior (DOI). Pursuant to the notice, the DOI's Office of the Inspector General is proposing to debar the Company from participation in certain federal contracts and assistance activities, including oil and natural gas leases, for a period of three years. The basis for the proposed debarment relates to the Company's purported noncompliance with Bureau of Land Management (BLM) regulations relating to the operation of certain equipment, and the submission of related site facility diagrams, in its Uinta operations. In 2011, the Company entered into a settlement agreement with the BLM and paid a $2.1 million civil penalty relating to the matter. The Company intends to contest the proposed debarment and believes the matter is without merit; nevertheless, the Company has reached an agreement in principle with the DOI to resolve the matter administratively. Other. The Company is involved in various other lawsuits, claims and inquiries, most of which are routine to the nature of its business. In the opinion of management, the resolution of these matters will not have a material effect on its financial position, results of operations or operating cash flows. Environmental Matters The Company has no material accrued environmental liabilities for its sites, including sites in which governmental agencies have designated the Company as a potentially responsible party, because it is not probable that a loss will be incurred and the minimum cost and/or amount of loss cannot be reasonably estimated. However, due to some of the uncertainties associated with environmental assessment and remediation activities, future expense to remediate the currently identified sites, and sites identified in the future, if any, could be incurred. Management believes, based upon current site assessments, that the ultimate resolution of any matters will not result in material costs incurred.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 20
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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+ Details

LinnCo, LLC Merger (Notes)	3 Months Ended
LinnCo, LLC Merger (Notes)	Mar. 31, 2013
LinnCo, LLC Merger [Abstract]
Merger [Table Text Block]	LinnCo, LLC Merger On February 20, 2013, the Company, Linn Energy, LLC (Linn), LinnCo, LLC (LinnCo), Linn Acquisition Company, LLC, a direct wholly owned subsidiary of LinnCo (LinnCo Merger Sub), Bacchus HoldCo, Inc., a direct wholly owned subsidiary of the Company (HoldCo), and Bacchus Merger Sub, Inc., a direct wholly owned subsidiary of HoldCo (Bacchus Merger Sub), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which LinnCo agreed to acquire the Company in an all-stock transaction in which the Company's stockholders would receive 1.25 shares representing limited liability company interests in LinnCo (LinnCo Shares) for each share of the Company's common stock. The transaction will occur through multiple steps. First, the Company will engage in a holding company merger (the HoldCo Merger) involving HoldCo and Bacchus Merger Sub. In the HoldCo Merger, Bacchus Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of HoldCo, and each issued and outstanding share of the Company's Class A common stock and Class B common stock will convert into the right to receive one equivalent share of Class A common stock and one equivalent share of Class B common stock, respectively, of HoldCo. Second, promptly after the HoldCo Merger, the Company will be converted into a limited liability company. Third, promptly following such conversion, HoldCo will be merged with and into LinnCo Merger Sub, with LinnCo Merger Sub surviving as the surviving company (the LinnCo Merger). In the LinnCo Merger, each share of Holdco's Class A common stock and each share of Holdco's Class B common stock will be converted into 1.25 LinnCo Shares. Finally, promptly following the LinnCo Merger, LinnCo will contribute all of the outstanding equity interests in LinnCo Merger Sub (and therefore also its indirect ownership interest in the Company) to Linn (the “Contribution”) in exchange for the issuance to LinnCo (the “Issuance”) of newly issued Linn common units. The number of Linn common units to be issued to LinnCo in the Issuance will be equal to the greater of (i) the aggregate number of LinnCo Shares issued in the LinnCo Merger and (ii) the number of Linn common units required to cause LinnCo to own no less than one-third of all of the outstanding Linn common units following the Contribution. In addition, for three years following the closing, Linn will pay to LinnCo additional cash distributions in the amount of $6 million per year. The closing of the transactions is subject to customary closing conditions, including approval of the Merger Agreement and the transactions contemplated thereby by the stockholders of the Company and the holders of the shares of LinnCo and Linn, receipt of certain opinions by the parties with respect to the tax-free nature of the transactions, and other customary conditions. On March 1, 2013, a purported stockholder class action captioned Nancy P. Assad Trust v. Berry Petroleum Company, et al. was filed in the United States District Court for the District of Colorado. The case was dismissed by the Court on March 20, 2013 for lack of subject matter jurisdiction, and refiled in the District Court for the City and County of Denver, Colorado on March 21, 2013, Case No. 2013CV031365. On April 5, 2013, the plaintiff filed an amended complaint alleging that the individual Company director defendants breached their fiduciary duties in connection with the proposed merger transaction with Linn and LinnCo by engaging in an unfair sales process that resulted in an unfair price for the Company, and that the entity defendants aided and abetted those breaches of fiduciary duty. The amended complaint seeks a declaration that the proposed merger transactions are unlawful and unenforceable, an order directing the individual director defendants to comply with their fiduciary duties, an injunction against consummation of the merger transactions or, in the event they are so completed, rescission of the transactions, an award of fees and costs, including attorneys' and experts' fees and expenses, and other relief. On April 12, 2013, a second purported stockholder class action captioned David S. Hall v. Berry Petroleum Company, et al. was filed in the Court of Chancery of the State of Delaware, C.A. No. 8476-VCG. The plaintiff in this case makes allegations, and seeks relief similar to the allegations made and relief sought in the Assad case. A response has not yet been filed with respect to either complaint. However, the Company believes the claims relating to the merger are without merit, and intends to defend such actions vigorously.

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted



	Three Months Ended
	March 31,
(in thousands, except per share data)	2013		2012
Net earnings	$	32,434	$	33,898
Less: net earnings allocable to participating securities	81		171
Net earnings available for common shareholders	$	32,353	$	33,727

Basic net earnings per share	$	0.59	$	0.62
Diluted net earnings per share	$	0.58	$	0.61

Basic weighted average shares outstanding	55,186		54,759
Add: Dilutive effects of stock options and RSUs	379		504
Dilutive weighted average shares outstanding	55,565		55,263

Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2013

Asset Retirement Obligation Disclosure [Abstract]

Summary of change in asset retirement obligation



	Three Months Ended
	March 31,
(in thousands)	2013			2012
Beginning balance at January 1	$	86,746		$	64,019
Liabilities incurred	2,711			2,993
Liabilities settled	(805		)	(467		)
Disposition of assets	—			(705		)
Accretion expense	1,704			1,223
Revisions in estimated cash flows	4,311			2,001
Ending balance at March 31	$	94,667		$	69,064

Equity Incentive Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of stock options or units activity



	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)(1)		Weighted Average Remaining Contractual Term (Years)
Outstanding at January 1, 2013	1,387,592		$	33.71	$	4,681
Granted	—		—
Exercised	(3,000	)	21.58		76
Canceled/expired	—		—
Outstanding at March 31, 2013	1,384,592		$	33.74	$	17,939	3.84
Vested and expected to vest at March 31, 2013	1,384,293		$	33.73	$	17,939	3.84
Exercisable at March 31, 2013	1,278,372		$	32.29	$	17,939	3.45

__________________________________


(1)	The intrinsic value of a stock option is the amount by which the market value of the underlying stock at the end of the related period exceeds the exercise price of the option.

Summary of assumptions to estimate fair value of stock options

Summary of restricted stock units activity



	RSUs		Weighted Average Grant Date Fair Value		Vest Date Fair Value (in thousands)
Outstanding at January 1, 2013	981,877		$	26.72
Granted	264,033		45.27
Issued	(175,269	)	24.68		$	6,817
Canceled/expired	(1,445	)	49.29
Outstanding at March 31, 2013(1)(2)	1,069,196		$	32.16

__________________________________


(1)	The balance outstanding includes 58,036 RSUs granted to non-employee directors that are 100% vested at date of grant, but are subject to deferral elections delaying the date on which the corresponding shares are issued.


(2)	The balance outstanding includes 510,967 RSUs granted to executive officers and other officers that have vested in accordance with the RSU agreement but are subject to deferral elections delaying the date on which the corresponding shares are issued.

Summary of performance share awards activity



	Performance Share Awards(1)		Weighted Average Grant Date Fair Value		Vest Date Fair Value (in thousands)
Outstanding at January 1, 2013	222,587		$	45.79
Granted	—		—
Issued	(64,922	)	32.75		$	2,990
Canceled/expired	(34,742	)	28.32
Outstanding at March 31, 2013	122,923		$	57.61

Summary of assumptions used in valuing market-based restricted shares

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of commodity derivatives



	2013	2014	2015
Oil sales, Bbl/D	19,800	21,000	3,000
Natural gas purchases, MMBtu/D	10,000	—	—

Schedule of crude oil three way collars entered



Crude Oil Sales Three-Way Collars
Term	Index	Average Barrels Per Day	Sold Put / Purchased Put / Sold Call
Full year 2013 and 2014	ICE Brent	1,000	$80.00 / $100.00 / $114.05
Full year 2014	NYMEX WTI	1,000	$70.00 / $90.00 / $102.00



Crude Oil Sales (NYMEX WTI) Swaps
Term	Average Barrels Per Day	Weighted Average Price
Full year 2014	11,500	$90.14

Schedule of Crude Oil NYMEX WTI Swaps Entered



Crude Oil Sales (NYMEX WTI) Swaps
Term	Average Barrels Per Day	Weighted Average Price
Full year 2014	11,500	$90.14

Schedule of derivative assets and liabilities



(in millions)		March 31, 2013
Description	Balance Sheet Classification	Gross Amounts of Recognized Assets or Liabilities		Gross Amounts Offset in the Condensed Balance Sheets			Net Amounts of Assets or Liabilities Presented in the Condensed Balance Sheets
Assets
Commodity derivative instruments	Current	$	12.4	$	(4.8	)	$	7.6
Commodity derivative instruments	Long-term	24.0		(6.5		)	17.5
Total assets		$	36.4	$	(11.3	)	$	25.1

Liabilities
Commodity derivative instruments	Current	$	9.9	$	(4.8	)	$	5.1
Commodity derivative instruments	Long-term	6.5		(6.5		)	—
Total liabilities		$	16.4	$	(11.3	)	$	5.1



(in millions)		December 31, 2012
Description	Balance Sheet Classification	Gross Amounts of Recognized Assets or Liabilities		Gross Amounts Offset in the Condensed Balance Sheets			Net Amounts of Assets or Liabilities Presented in the Condensed Balance Sheets
Assets
Commodity derivative instruments	Current	$	16.4	$	(1.7	)	$	14.7
Commodity derivative instruments	Long-term	10.9		—			10.9
Total assets		$	27.3	$	(1.7	)	$	25.6

Liabilities
Commodity derivative instruments	Current	$	2.8	$	(1.7	)	$	1.1
Commodity derivative instruments	Long-term	1.2		—			1.2
Total liabilities		$	4.0	$	(1.7	)	$	2.3

Summary of (gains) losses before income taxes of derivative instruments recognized in the condensed statements of income (loss)



		Three Months Ended
(in millions)	Location of Loss (Gain) Recognized in Earnings	March 31,
Description of Loss (Gain)	Location of Loss (Gain) Recognized in Earnings	2013		2012
Commodity
Loss reclassified from AOCL into earnings (amortization of frozen amounts)	Oil and natural gas sales	$	—	$	2.7
Loss recognized in earnings (cash settlements and mark-to-market movements)	Realized and unrealized loss on derivatives, net	0.7		28.5
Interest rate
Gain reclassified from AOCL into earnings (amortization of frozen amounts)	Interest	$	—	$	(0.6	)

Schedule of Crude Oil NYMEX WTI to ICE Brent Basis Swaps Entered



Crude Oil Sales (NYMEX WTI to ICE Brent) Basis Swaps
Term	Average Barrels Per Day	Weighted Average Price
Full year 2014	10,000	$11.60
Full year 2015	8,000	$11.60

Schedule of Crude Oil NYMEX WTI to Midland Basis Swaps Entered



Crude Oil Sales (NYMEX WTI to Midland) Basis Swaps
Term	Average Barrels Per Day	Weighted Average Price
April 2013 - December 2013	4,000	$1.48

- Definition

Tabular disclosure of the location and amount of gains and losses reported in the statement of financial performance, or when applicable, the statement of financial position. For example, (a) gains and losses recognized in the income statement on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges and (b) gains and losses initially recognized in other comprehensive income on derivative instruments designated and qualifying as cash flow hedges.

+ References + Details

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Assets (liabilities) measured at fair value on a recurring basis



(in millions)	Total		Level 1		Level 2		Level 3
Commodity derivative asset, net
March 31, 2013	$	20.1	$	—	$	20.1	$	—
December 31, 2012	$	23.2	$	—	$	23.2	$	—

Schedule of fair values and carrying amounts of debt instruments



March 31, 2013	Carrying Amount		Estimated Fair Value
(in millions)			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	—
Senior secured revolving credit facility(1)	654		—		654		—		654
10.25% Senior notes due 2014(2)	205		224		—		—		224
6.75% Senior notes due 2020	300		324		—		—		324
6.375% Senior notes due 2022	600		639		—		—		639
	$	1,759	$	1,187	$	654	$	—	$	1,841

__________________________________

(1)


(2)	Carrying amount does not include unamortized discount of $2.0 million.



December 31, 2012	Carrying Amount		Estimated Fair Value
(in millions)			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	—
Senior secured revolving credit facility(1)	563		—		563		—		563
10.25% Senior notes due 2014(2)	205		229		—		—		229
6.75% Senior notes due 2020	300		323		—		—		323
6.375% Senior notes due 2022	600		627		—		—		627
	$	1,668	$	1,179	$	563	$	—	$	1,742

_________________________________

(1)


(2)	Carrying amount does not include unamortized discount of $2.3 million.

- Definition

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13476-108611

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13467-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 19
-Subparagraph a, b, c(1), d(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 14
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15
-Subparagraph b-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 18
-Subparagraph c(2), d, e, f
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-Subparagraph a, c(1), c(2), c(3), d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Basis of Presentation (Details) - USD ($) $ in Millions	Mar. 31, 2013	Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Outstanding checks in excess of the bank balance, included in accounts payable	$ 14.7	$ 14.9

Acquisitions and Divestitures (Details) $ in Thousands				3 Months Ended
Acquisitions and Divestitures (Details) $ in Thousands	Sep. 12, 2012 USD ($) a	Apr. 13, 2012 USD ($) a	Jan. 31, 2012 USD ($)	Mar. 31, 2013 USD ($)	Mar. 31, 2012 USD ($)
Business Acquisition
Purchase price paid, net of customary post-closing adjustments				$ 2,897	$ 8,529
Divestitures
Proceeds from sale of assets				$ 480	$ 15,700
Nevada Assets
Divestitures
Proceeds from sale of assets			$ 15,600
Gain on sale of assets			$ 1,600
Brundage Canyon Acquisition
Business Acquisition
Interests acquired in oil and natural gas properties (in net acres) \| a	14,000
Purchase price paid, net of customary post-closing adjustments	$ 39,600
Wolfberry Acquisition
Business Acquisition
Interests acquired in oil and natural gas properties (in net acres) \| a		2,000
Purchase price paid, net of customary post-closing adjustments		$ 14,900

Debt (Details) $ in Thousands	3 Months Ended
Debt (Details) $ in Thousands	Mar. 31, 2013 USD ($) Redetermination	Dec. 31, 2012 USD ($)
Debt obligations
Outstanding borrowings under credit facility	$ 653,600	$ 562,900
Senior secured revolving credit facility
Debt obligations
Credit facility maximum borrowing base	1,400,000
Lender commitments	1,200,000
Letters of credit issued under the credit facility	23,200
Remaining borrowing capacity available under the credit facility	$ 523,200
Credit facility borrowing base number of additional yearly redeterminations (in redeterminations) \| Redetermination	1
Low End of the Range \| Senior secured revolving credit facility
Debt obligations
Line of credit facility, unused capacity, commitment fee (as a percent)	0.35%
Low End of the Range \| Senior secured revolving credit facility \| LIBOR
Debt obligations
Loans Payable Basis Spread On Variable Rate	1.50%
Low End of the Range \| Senior secured revolving credit facility \| Prime
Debt obligations
Loans Payable Basis Spread On Variable Rate	0.50%
High End of the Range \| Senior secured revolving credit facility
Debt obligations
Line of credit facility, unused capacity, commitment fee (as a percent)	0.50%
High End of the Range \| Senior secured revolving credit facility \| LIBOR
Debt obligations
Loans Payable Basis Spread On Variable Rate	2.50%
High End of the Range \| Senior secured revolving credit facility \| Prime
Debt obligations
Loans Payable Basis Spread On Variable Rate	1.50%

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Mar. 31, 2013	Mar. 31, 2012
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	39.00%	37.80%
Federal statutory rate (as a percent)	35.00%	35.00%
Unrecognized tax benefits	$ 22.6
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	17.5
Maximum reduction in unrecognized tax benefits due to expiration of statutes of limitation and audit settlements in next 12 months	$ 6.7

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share [Abstract]
Net earnings	$ 32,434	$ 33,898
Less: earnings allocable to participating securities	81	171
Net earnings available for common shareholders	$ 32,353	$ 33,727
Basic net earnings per share (in dollars per share)	$ 0.59	$ 0.62
Diluted net earnings per share (in dollars per share)	$ 0.58	$ 0.61
Basic weighted average shares outstanding (in shares)	55,186	54,759
Add: Dilutive effects of stock options and RSUs (in shares)	379	504
Dilutive weighted average shares outstanding (in shares)	55,565	55,263
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	800	300

Asset Retirement Obligations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Change in the asset retirement obligations
Beginning balance	$ 86,746	$ 64,019
Accretion expense	1,704	1,223
Revisions in estimated cash flows	4,311	2,001
Ending balance	94,667	69,064
Developmental Activities
Change in the asset retirement obligations
Liabilities incurred/assumed	2,711	2,993
Liabilities Settled
Change in the asset retirement obligations
Liabilities settled	(805)	(467)
Divestitures Activities
Change in the asset retirement obligations
Liabilities settled	$ 0	$ (705)

Equity Incentive Compensation Plans (Equity Incentive Plans) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Total compensation cost	$ 3.0	$ 3.0

- Definition

Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.

+ References + Details

Equity Incentive Compensation Plans (Stock Options) (Details 2)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 31, 2013

USD ($)

$ / shares

Mar. 31, 2013

USD ($)

$ / shares

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Options vested and expected to vest, number of shares | shares

1,384,293

Options vested and expected to vest, weighted average exercise price | $ / shares

$ 33.73

Options vested and expected to vest, aggregate intrinsic value | $

$ 17,939

^[1]

$ 17,939

^[1]

Options vested and expected to vest, weighted average remaining contractual term (years)

3 years 10 months 3 days

Stock options activity

Outstanding at the beginning of the period (in shares) | shares

1,387,592

Granted (in shares) | shares

Exercised (in shares) | shares

(3,000)

Canceled/expired (in shares) | shares

Outstanding at the end of the period (in shares) | shares

1,384,592

Stock options, weighted average exercise price

Outstanding at the beginning of the period (in dollars per share) | $ / shares

$ 33.71

Granted (in dollars per share) | $ / shares

0.00

Exercised (in dollars per share) | $ / shares

21.58

Canceled/expired (in dollars per share) | $ / shares

0.00

Outstanding at the end of the period (in dollars per share) | $ / shares

$ 33.74

Stock options, aggregate intrinsic value

Outstanding at the beginning of the period | $

$ 4,681

^[1]

Exercised | $

^[1]

Outstanding at the end of the period | $

$ 17,939

^[1]

$ 17,939

^[1]

Stock options, exercisable

Options exercisable, weighted average exercise price | $ / shares

$ 32.29

Options exercisable, weighted average remaining contractual term (years)

3 years 5 months 13 days

Options exercisable, aggregate intrinsic value | $

$ 17,939

^[1]

$ 17,939

^[1]

Options outstanding at the end of the period (in shares) | shares

1,278,372

Total unrecognized compensation cost | $

$ 2,300

Period of recognition of unrecognized compensation cost (in years)

3 years

Stock options, weighted average remaining contractual term

Outstanding options, weighted average remaining contractual term (years)

3 years 10 months 3 days

[1]	The intrinsic value of a stock option is the amount by which the market value of the underlying stock at the end of the related period exceeds the exercise price of the option.

Equity Incentive Compensation Plans (Restricted Stock Units and Performance Share Program) (Details 3)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 31, 2013

USD ($)

$ / shares

Mar. 31, 2013

USD ($)

$ / shares

Weighted average grant date fair value

Total unrecognized compensation cost | $

$ 2,300

Period of recognition of unrecognized compensation cost (in years)

3 years

Restricted Stock Units

Other than stock options activity

Outstanding at the beginning of the period (in shares)

981,877

Granted (in shares)

264,033

Issued (in shares)

(175,269)

Canceled/expired (in shares)

(1,445)

Outstanding at the end of the period (in shares)

1,069,196

^[1],[2]

1,069,196

^[1],[2]

Weighted average grant date fair value

Outstanding at the beginning of the period (in dollars per share) | $ / shares

$ 26.72

Granted (in dollars per share) | $ / shares

45.27

Issued (in dollars per share) | $ / shares

24.68

Canceled/expired (in dollars per share) | $ / shares

49.29

Outstanding at the end of the period (in dollars per share) | $ / shares

$ 32.16

Vest date fair value - issued (in dollars) | $

$ 6,817

Total unrecognized compensation cost | $

$ 20,300

Period of recognition of unrecognized compensation cost (in years)

4 years

Performance-Based RSUs

Other than stock options activity

Outstanding at the beginning of the period (in shares)

222,587

^[3]

Granted (in shares)

Issued (in shares)

(64,922)

Canceled/expired (in shares)

(34,742)

Outstanding at the end of the period (in shares)

122,923

^[3]

122,923

^[3]

Weighted average grant date fair value

Outstanding at the beginning of the period (in dollars per share) | $ / shares

$ 45.79

Granted (in dollars per share) | $ / shares

0.00

Issued (in dollars per share) | $ / shares

32.75

Canceled/expired (in dollars per share) | $ / shares

28.32

Outstanding at the end of the period (in dollars per share) | $ / shares

$ 57.61

Vest date fair value - issued (in dollars) | $

$ 2,990

Total unrecognized compensation cost | $

$ 1,800

Period of recognition of unrecognized compensation cost (in years)

1 year 9 months

Nonemployee Directors | Restricted Stock Units

Equity Incentive Compensation Plans

Fully vested shares outstanding subject to non-employee director deferral election (in shares)

58,036

Percentage of stock units vested at date of grant (as a percent)

100.00%

Executive Officer | Restricted Stock Units

Equity Incentive Compensation Plans

Fully vested shares outstanding subject to deferral election by executive officers or other officers (in shares)

510,967

[1]	(1)The balance outstanding includes 58,036 RSUs granted to non-employee directors that are 100% vested at date of grant, but are subject to deferral elections delaying the date on which the corresponding shares are issued.
[2]	(2)The balance outstanding includes 510,967 RSUs granted to executive officers and other officers that have vested in accordance with the RSU agreement but are subject to deferral elections delaying the date on which the corresponding shares are issued.
[3]	Reflects the maximum number of performance shares that can be issued.

Derivative Instruments (Details) $ in Thousands		1 Months Ended	3 Months Ended
Derivative Instruments (Details) $ in Thousands	Mar. 31, 2013 USD ($) MMBtu / day OilBblD counterparty	Mar. 31, 2012 USD ($) MMBtu / day	Mar. 31, 2013 USD ($) MMBtu / day OilBblD counterparty	Mar. 31, 2012 USD ($) MMBtu / day
Derivative [Line Items]
Loss recognized in earnings (cash settlements and mark-to-market movements)			$ 737	$ 28,481
Derivative Number of Counterparties to Commodity Contracts \| counterparty	9		9
Derivative Number of Counterparties with Net Liability Position \| counterparty	2		2
Derivative, Net Liability Position, Aggregate Fair Value	$ 800		$ 800
Derivatives Number of Major Counterparties \| counterparty	2		2
Percentage of Derivative Value Held by Major Counterparties	69.00%		69.00%
Full 2013 Term \| Natural Gas \| Natural Gas
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| MMBtu / day	10,000		10,000
Full 2013 Term \| Crude Oil \| Crude Oil
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| OilBblD	19,800		19,800
Full 2014 Term \| Natural Gas \| Natural Gas
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| MMBtu / day	0		0
Full 2014 Term \| Crude Oil \| Crude Oil
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| OilBblD	21,000		21,000
Full 2015 Term \| Natural Gas \| Natural Gas
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| MMBtu / day	0		0
Full 2015 Term \| Crude Oil \| Crude Oil
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| OilBblD	3,000		3,000
Termination of Derivatives \| Natural Gas
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| MMBtu / day		15,000		15,000
Loss on Contract Termination		$ 1,900
Derivative
Derivative [Line Items]
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure	$ 20,800
Commodity Contract \| Realized And Unrealized Gain Loss On Derivatives Net
Derivative [Line Items]
Loss recognized in earnings (cash settlements and mark-to-market movements)			$ 737	$ 28,481
Commodity Contract \| Oil And Natural Gas Sales
Derivative [Line Items]
(Gain) loss reclassified from AOCL into earnings (amortization of frozen amounts)			0	2,700
Interest Rate Contract \| Interest Expense
Derivative [Line Items]
(Gain) loss reclassified from AOCL into earnings (amortization of frozen amounts)			$ 0	$ (600)

Derivative Instruments (Details 2) - Crude Oil	Mar. 31, 2013 bbl / day $ / bbl
ICE Brent \| Full 2014 Term \| Crude Oil Sales - Three-way collars - Derivative 1
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| bbl / day	1,000
ICE Brent \| Full 2013 Term \| Crude Oil Sales - Three-way collars - Derivative 1
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| bbl / day	1,000
ICE Brent \| Sold Put \| Full 2014 Term \| Crude Oil Sales - Three-way collars - Derivative 1
Derivative [Line Items]
Put (in dollars per MMBtu)	80
ICE Brent \| Sold Put \| Full 2013 Term \| Crude Oil Sales - Three-way collars - Derivative 1
Derivative [Line Items]
Put (in dollars per MMBtu)	80
ICE Brent \| Put Options Purchased \| Full 2014 Term \| Crude Oil Sales - Three-way collars - Derivative 1
Derivative [Line Items]
Put (in dollars per MMBtu)	100
ICE Brent \| Put Options Purchased \| Full 2013 Term \| Crude Oil Sales - Three-way collars - Derivative 1
Derivative [Line Items]
Put (in dollars per MMBtu)	100
ICE Brent \| Sold Call \| Full 2014 Term \| Crude Oil Sales - Three-way collars - Derivative 1
Derivative [Line Items]
Call (in dollars per MMBtu)	114.05
ICE Brent \| Sold Call \| Full 2013 Term \| Crude Oil Sales - Three-way collars - Derivative 1
Derivative [Line Items]
Call (in dollars per MMBtu)	114.05
NYMEX WTI \| Full 2014 Term \| Crude Oil Sales - Three-way collars - Derivative 2
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| bbl / day	1,000
NYMEX WTI \| Sold Put \| Full 2014 Term \| Crude Oil Sales - Three-way collars - Derivative 2
Derivative [Line Items]
Put (in dollars per MMBtu)	70
NYMEX WTI \| Put Options Purchased \| Full 2014 Term \| Crude Oil Sales - Three-way collars - Derivative 2
Derivative [Line Items]
Put (in dollars per MMBtu)	90
NYMEX WTI \| Sold Call \| Full 2014 Term \| Crude Oil Sales - Three-way collars - Derivative 2
Derivative [Line Items]
Call (in dollars per MMBtu)	102

Derivative Instruments (Details 3) - Crude Oil	Mar. 31, 2013 bbl / day $ / bbl
April 2013-December 2013 Term \| NYMEX WTI to Midland \| Crude Oil Sales - Basis Swap - Derivative 3
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| bbl / day	4,000
Derivative, Swap Type, Average Fixed Price \| $ / bbl	1.48
Full 2014 Term \| NYMEX WTI \| Crude Oil Sales - Swap - Derivative 1
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| bbl / day	11,500
Derivative, Swap Type, Average Fixed Price \| $ / bbl	90.14
Full 2014 Term \| NYMEX WTI to ICE Brent \| Crude Oil Sales - Basis Swap - Derivative 1
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| bbl / day	10,000
Derivative, Swap Type, Average Fixed Price \| $ / bbl	11.60
Full 2015 Term \| NYMEX WTI to ICE Brent \| Crude Oil Sales - Basis Swap - Derivative 2
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount \| bbl / day	8,000
Derivative, Swap Type, Average Fixed Price \| $ / bbl	11.60

Derivative Instruments (Details 4) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Derivative [Line Items]
Derivative assets, current	$ 7,622	$ 14,661
Derivative liabilities, current	5,057	1,111
Derivative assets, noncurrent	17,491	10,891
Derivative liabilities, noncurrent	0	1,239
Commodity Contract
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset	36,400	27,300
Derivative Asset, Fair Value, Gross Asset Offset	(11,300)	(1,700)
Derivative Liability, Fair Value, Gross Liability	16,400	4,000
Derivative Liability, Fair Value, Gross Liability Offset	(11,300)	(1,700)
Derivative assets, current	7,622	14,661
Derivative liabilities, current	5,057	1,111
Derivative assets, noncurrent	17,491	10,891
Derivative liabilities, noncurrent	0	1,239
Total derivative assets	25,100	25,600
Total derivative liabilities	5,100	2,300
Current \| Commodity Contract
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset	12,400	16,400
Derivative Asset, Fair Value, Gross Asset Offset	(4,800)	(1,700)
Derivative Liability, Fair Value, Gross Liability	9,900	2,800
Derivative Liability, Fair Value, Gross Liability Offset	(4,800)	(1,700)
Long-term \| Commodity Contract
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset	24,000	10,900
Derivative Asset, Fair Value, Gross Asset Offset	(6,500)	0
Derivative Liability, Fair Value, Gross Liability	6,500	1,200
Derivative Liability, Fair Value, Gross Liability Offset	$ (6,500)	$ 0

Fair Value Measurement (Details) - Assets (Liabilities) Measured at Fair Value on a Recurring Basis - Commodity Contract - USD ($) $ in Millions	Mar. 31, 2013	Dec. 31, 2012
Estimated Fair Value
Fair Value, Assets and Liabilities Measured on Recurring Basis
Commodity derivative asset, net	$ 20.1	$ 23.2
Level 1
Fair Value, Assets and Liabilities Measured on Recurring Basis
Commodity derivative asset, net	0.0	0.0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring Basis
Commodity derivative asset, net	20.1	23.2
Level 3
Fair Value, Assets and Liabilities Measured on Recurring Basis
Commodity derivative asset, net	$ 0.0	$ 0.0

Fair Value Measurement (Details 2) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Senior secured revolving credit facility

Fair value and carrying value of financial instruments

Interest Rate Generally Fixed (Number of Days)

30 days

10.25% Senior notes due 2014, net of unamortized discount

Fair value and carrying value of financial instruments

Interest rate on debt instrument (as a percent)

10.25%

Unamortized discount

$ 1,950

$ 2,340

6.75% Senior notes due 2020

Fair value and carrying value of financial instruments

Interest rate on debt instrument (as a percent)

6.75%

6.375% Senior notes due 2022

Fair value and carrying value of financial instruments

Interest rate on debt instrument (as a percent)

6.375%

Level 1

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

$ 1,187,000

$ 1,179,000

Level 2

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

654,000

563,000

Carrying Amount

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

1,759,000

1,668,000

Carrying Amount | Senior secured revolving credit facility

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

^[1]

653,600

562,900

Carrying Amount | 10.25% Senior notes due 2014, net of unamortized discount

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

205,257

^[2]

205,257

^[3]

Carrying Amount | 6.75% Senior notes due 2020

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

300,000

Carrying Amount | 6.375% Senior notes due 2022

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

600,000

Carrying Amount | Cash and cash equivalents

Fair value and carrying value of financial instruments

Cash and Cash Equivalents, Fair Value Disclosure

105

312

Estimated Fair Value

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

1,841,000

1,742,000

Estimated Fair Value | Senior secured revolving credit facility

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

654,000

^[1]

563,000

^[4]

Estimated Fair Value | 10.25% Senior notes due 2014, net of unamortized discount

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

224,000

229,000

Estimated Fair Value | 6.75% Senior notes due 2020

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

324,000

323,000

Estimated Fair Value | 6.375% Senior notes due 2022

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

639,000

627,000

Estimated Fair Value | Cash and cash equivalents

Fair value and carrying value of financial instruments

Cash and Cash Equivalents, Fair Value Disclosure

105

312

Estimated Fair Value | Level 1 | 10.25% Senior notes due 2014, net of unamortized discount

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

224,000

229,000

Estimated Fair Value | Level 1 | 6.75% Senior notes due 2020

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

324,000

323,000

Estimated Fair Value | Level 1 | 6.375% Senior notes due 2022

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

639,000

627,000

Estimated Fair Value | Level 1 | Cash and cash equivalents

Fair value and carrying value of financial instruments

Cash and Cash Equivalents, Fair Value Disclosure

105

312

Estimated Fair Value | Level 2 | Senior secured revolving credit facility

Fair value and carrying value of financial instruments

Debt Instrument, Fair Value Disclosure

^[1]

$ 654,000

$ 563,000

[1]	The Company's credit facility can be repaid at any time without penalty. Interest is generally fixed for 30-day increments at the prime rate or LIBOR plus a stipulated margin for the amount utilized and at a stipulated percentage as a commitment fee for the portion not utilized. The carrying amount of the credit facility approximated fair value due to the short-term maturities of the borrowings and because the borrowings bear interest at variable market rates.
[2]	Carrying amount does not include unamortized discount of $2.0 million.
[3]	Carrying amount does not include unamortized discount of $2.3 million.
[4]	The Company's credit facility can be repaid at any time without penalty. Interest is generally fixed for 30-day increments at the prime rate or LIBOR plus a stipulated margin for the amount utilized and at a stipulated percentage as a commitment fee for the portion not utilized. The carrying amount of the credit facility approximated fair value due to the short-term maturities of the borrowings and because the borrowings bear interest at variable market rates.

Commitments and Contingencies (Details) - East Texas - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Jul. 31, 2009	Mar. 31, 2013	Mar. 31, 2012
E. Texas Gathering System
Proceeds from gas gathering system, financing obligation	$ 18.4
Net book value of property	$ 16.7
E. Texas gathering agreements, total cost incurred		$ 0.7	$ 0.9

Commitments and Contingencies (Details 2)	12 Months Ended
Commitments and Contingencies (Details 2)	Dec. 31, 2011 USD ($)	Jan. 14, 2011 USD ($) a
Carry and Earning Agreement
Commitments
Amount of penalty waived for each well not spud		$ 200,000.0
Number of acres within each tract party to the earning and carrying agreement (in acres) \| a		160
Cumulative contingent construction expenditure		$ 9,000,000
Third party share of construction costs (as a percent)		50.00%
Penalty payable as a percentage of difference between specified amount and actual expended (as a percent)		50.00%
Specified amount for penalty calculation		$ 12,000,000
Bureau of Land Management
Commitments
Litigation Settlement, Expense	$ 2,100,000

LinnCo, LLC Merger (Details) $ in Millions	3 Months Ended
LinnCo, LLC Merger (Details) $ in Millions	Mar. 31, 2013 USD ($) shares
LinnCo, LLC
Merger
Minimum Shares, Percent	33.00%
Number of Shares Issued Upon Merger	1.25
Cash Distributions, Years	3 years
Payments of Distributions to Affiliates \| $	$ 6
Class A \| HoldCo
Merger
Number of Shares Issued Upon Merger	1
Class B \| HoldCo
Merger
Number of Shares Issued Upon Merger	1