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Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2014 shares
Entity Registrant Name	BERRY PETROLEUM COMPANY, LLC
Entity Central Index Key	0000778438
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes

Condensed Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 5,519	$ 51,041
Accounts receivable - trade, net	138,228	122,855
Derivative instruments	3,626	5,596
Other current assets	32,114	30,833
Total current assets	179,487	210,325
Noncurrent assets
Oil and natural gas properties (successful efforts method)	4,957,390	4,813,659
Less accumulated depletion and amortization	(76,083)	(10,394)
Oil and natural gas properties, net	4,881,307	4,803,265
Other property and equipment	84,957	83,126
Less accumulated depreciation	(1,972)	(233)
Other property and equipment, net	82,985	82,893
Derivative instruments	2,660	2,511
Other noncurrent assets	9,699	8,051
Noncurrent assets excluding property total	12,359	10,562
Total noncurrent assets	4,976,651	4,896,720
Total assets	5,156,138	5,107,045
Current liabilities
Accounts payable and accrued expenses	250,684	264,271
Derivative instruments	16,209	20,393
Other accrued liabilities	28,887	28,993
Current portion of long-term debt	207,502	211,558
Total current liabilities	503,282	525,215
Noncurrent liabilities
Credit facility	1,173,175	1,173,175
Senior notes, net	915,121	916,428
Derivative instruments	891	4,649
Other noncurrent liabilities	188,484	192,091
Total noncurrent liabilities	2,277,671	2,286,343
Commitments and contingencies (Note 10)
Member's equity
Additional paid-in capital	2,315,460	2,315,460
Accumulated income (deficit)	59,725	(19,973)
Total member's equity	2,375,185	2,295,487
Total liabilities and member's equity	$ 5,156,138	$ 5,107,045

Condensed Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Other income and (expenses)
Net income	$ 79,698
Successor
Revenues and other
Oil, natural gas and natural gas liquids sales	333,116
Electricity sales	9,969
Gains (losses) on oil and natural gas derivatives	3,465
Marketing revenues	4,846
Other revenues	(16)
Total revenues	351,380
Expenses
Lease operating expenses	90,031
Electricity generation expenses	8,383
Transportation expenses	7,993
Marketing expenses	2,598
General and administrative expenses	43,491
Exploration costs	0
Depreciation, depletion and amortization	68,631
Taxes, other than income taxes	23,029
Losses (gains) on sale of assets and other, net	3,367
Total expenses	247,523
Other income and (expenses)
Interest expense, net of amounts capitalized	(24,001)
Other, net	(189)
Total other income (expenses)	(24,190)
Income before income taxes	79,667
Income tax expense (benefit)	(31)
Net income	$ 79,698
Predecessor
Revenues and other
Oil, natural gas and natural gas liquids sales		$ 266,772
Electricity sales		7,589
Gains (losses) on oil and natural gas derivatives		(737)
Marketing revenues		2,027
Other revenues		472
Total revenues		276,123
Expenses
Lease operating expenses		75,268
Electricity generation expenses		5,296
Transportation expenses		7,694
Marketing expenses		1,878
General and administrative expenses		22,226
Exploration costs		3,429
Depreciation, depletion and amortization		68,478
Taxes, other than income taxes		13,970
Losses (gains) on sale of assets and other, net		(23)
Total expenses		198,216
Other income and (expenses)
Interest expense, net of amounts capitalized		(24,687)
Other, net		(49)
Total other income (expenses)		(24,736)
Income before income taxes		53,171
Income tax expense (benefit)		20,737
Net income		$ 32,434

Condensed Statement of Member's Equity (unaudited) - 3 months ended Mar. 31, 2014 - USD ($) $ in Thousands	Total	Additional paid-in capital	Accumulated income (deficit)
Member's equity at Dec. 31, 2013	$ 2,295,487	$ 2,315,460	$ (19,973)
Net income	79,698		79,698
Member's equity at Mar. 31, 2014	$ 2,375,185	$ 2,315,460	$ 59,725

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=31042434&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
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-Paragraph 1
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

+ Details

Condensed Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flow from operating activities
Net income	$ 79,698
Cash and cash equivalents
Beginning	51,041
Ending	5,519
Successor
Cash flow from operating activities
Net income	79,698
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization	68,631
Stock-based compensation expense	0
Amortization and write-off of deferred financing fees	(3,478)
Change in book overdraft	0
Deferred income taxes	(31)
Other, net	0
Derivative activities
Total (gains) losses	(3,465)
Cash settlements	(2,655)
Changes in assets and liabilities
Increase in accounts receivable – trade, net	(15,373)
Increase in other assets	(1,040)
Decrease in accounts payable and accrued expenses	(21,127)
Decrease in other liabilities	(6,330)
Net cash provided by operating activities	94,830
Cash flow from investing activities
Property acquisitions	0
Development of oil and natural gas properties	(134,750)
Purchases of other property and equipment	(1,833)
Proceeds from sale of properties and equipment and other	0
Net cash used in investing activities	(136,583)
Cash flow from financing activities
Proceeds from borrowings	0
Repayments of debt	(1,188)
Dividends paid	0
Financing fees and other, net	(2,581)
Proceeds from stock option exercises	0
Excess tax benefit from stock-based compensation	0
Net cash provided by (used in) financing activities	(3,769)
Net decrease in cash and cash equivalents	(45,522)
Cash and cash equivalents
Beginning	51,041
Ending	$ 5,519
Predecessor
Cash flow from operating activities
Net income		$ 32,434
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization		68,478
Stock-based compensation expense		3,195
Amortization and write-off of deferred financing fees		1,709
Change in book overdraft		(232)
Deferred income taxes		19,648
Other, net		5,274
Derivative activities
Total (gains) losses		737
Cash settlements		2,409
Changes in assets and liabilities
Increase in accounts receivable – trade, net		(9,507)
Increase in other assets		(3,057)
Decrease in accounts payable and accrued expenses		(22,866)
Decrease in other liabilities		(6,524)
Net cash provided by operating activities		91,698
Cash flow from investing activities
Property acquisitions		(2,897)
Development of oil and natural gas properties		(173,849)
Purchases of other property and equipment		(2,613)
Proceeds from sale of properties and equipment and other		480
Net cash used in investing activities		(178,879)
Cash flow from financing activities
Proceeds from borrowings		299,200
Repayments of debt		(208,500)
Dividends paid		(4,400)
Financing fees and other, net		(112)
Proceeds from stock option exercises		65
Excess tax benefit from stock-based compensation		721
Net cash provided by (used in) financing activities		86,974
Net decrease in cash and cash equivalents		(207)
Cash and cash equivalents
Beginning		312
Ending		$ 105

Basis of Presentation	3 Months Ended
Basis of Presentation	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation Nature of Business Berry Petroleum Company, LLC (“Berry” or the “Company”) was formed as a Delaware limited liability company on December 16, 2013, and is an indirect wholly owned subsidiary of Linn Energy, LLC (“LINN Energy”) engaged in the production and development of oil and natural gas. The Company’s predecessor, Berry Petroleum Company, was publicly traded from 1987 until being acquired by LINN Energy on December 16, 2013 (see “LINN Energy Transaction” below and Note 2). As of March 31, 2014, Linn Acquisition Company, LLC, a direct subsidiary of LINN Energy, was the Company’s sole member. The Company’s properties are located in the United States (“U.S.”), in California, which includes California (South Midway-Sunset (“SMWSS”)—Steam Floods, North Midway-Sunset (“NMWSS”)—Diatomite and NMWSS—New Steam Floods (“NSF”)), Texas (Permian Basin and east Texas), Utah (Uinta Basin) and Colorado (Piceance Basin). LINN Energy Transaction On December 16, 2013, the Company completed the previously-announced transactions contemplated by the merger agreement between LINN Energy, LinnCo, LLC (“LinnCo”), an affiliate of LINN Energy, and Berry under which LinnCo acquired all of the outstanding common shares of Berry and the contribution agreement between LinnCo and LINN Energy, under which LinnCo contributed Berry to LINN Energy in exchange for LINN Energy units. Under the merger agreement, as amended, Berry’s shareholders received 1.68 LinnCo common shares for each Berry common share they owned, totaling 93,756,674 LinnCo common shares. Under the contribution agreement, LinnCo contributed Berry to LINN Energy in exchange for 93,756,674 newly issued LINN Energy units, after which Berry became an indirect wholly owned subsidiary of LINN Energy. Principles of Reporting The information reported herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results for the interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted under Securities and Exchange Commission (“SEC”) rules and regulations; as such, this report should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2013. The results reported in these unaudited condensed financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Investments in noncontrolled entities over which the Company exercises significant influence are accounted for under the equity method. The financial statements for previous periods include certain reclassifications that were made to conform to current presentation. Such reclassifications have no impact on previously reported net income (loss), member’s equity or cash flows. Predecessor and Successor Reporting The LINN Energy transaction was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, LinnCo initially, and LINN Energy upon the contribution was treated as the accounting acquirer and the Company was treated as the acquired company for financial reporting purposes. As such, the assets and liabilities of the Company were provisionally recorded at their respective fair values as of the acquisition date. Fair value adjustments related to the transaction have been pushed down to the Company, resulting in assets and liabilities of the Company being recorded at their fair values at December 16, 2013. See Note 2 for additional information. The Company’s statement of operations subsequent to the transaction includes depreciation, depletion and amortization expense on the Company’s oil and natural gas properties, and other property and equipment balances resulting from the fair value adjustments made under the new basis of accounting. Certain other items of income and expense were also impacted. Therefore, the Company’s financial information prior to the transaction is not comparable to its financial information subsequent to the transaction. As a result of the impact of pushdown accounting, the financial statements and certain note presentations separate the Company’s presentations into two distinct periods, the period before the consummation of the transaction (labeled predecessor) and the period after that date (labeled successor), to indicate the application of different basis of accounting between the periods presented. Use of Estimates The preparation of the accompanying condensed financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. The estimates that are particularly significant to the financial statements include estimates of the Company’s reserves of oil, natural gas and natural gas liquids (“NGL”), future cash flows from oil and natural gas properties, depreciation, depletion and amortization, asset retirement obligations, certain revenues and operating expenses, fair values of commodity derivatives and fair values of assets acquired and liabilities assumed. As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Any changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

LINN Energy Transaction	3 Months Ended
LINN Energy Transaction	Mar. 31, 2014
Business Combinations [Abstract]
LINN Energy Transaction	LINN Energy Transaction LINN Energy Transaction On December 16, 2013, the Company completed the previously-announced transactions contemplated by the merger agreement between LINN Energy, LinnCo, an affiliate of LINN Energy, and Berry under which LinnCo acquired all of the outstanding common shares of Berry and the contribution agreement between LinnCo and LINN Energy, under which LinnCo contributed Berry to LINN Energy in exchange for LINN Energy units. Under the merger agreement, as amended, Berry’s shareholders received 1.68 LinnCo common shares for each Berry common share they owned, totaling 93,756,674 LinnCo common shares. Under the contribution agreement, LinnCo contributed Berry to LINN Energy in exchange for 93,756,674 newly issued LINN Energy units, after which Berry became an indirect wholly owned subsidiary of LINN Energy. The transaction has a preliminary value of approximately $4.6 billion, including the assumption of approximately $2.3 billion of Berry’s debt and net of cash acquired of approximately $451 million. On the Berry acquisition date, LinnCo contributed Berry to its affiliate, LINN Energy. As a result, the assets, liabilities and results of operations of Berry are not included in LinnCo’s financial statements. The acquisition was accounted for under the acquisition method of accounting. Accordingly, the Company conducted assessments of net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated fair values on the acquisition date, while transaction and integration costs associated with the acquisition were expensed as incurred. The initial accounting for the business combination is not complete and adjustments to provisional amounts, or recognition of additional assets acquired or liabilities assumed, may occur as more detailed analyses are completed and additional information is obtained about the facts and circumstances that existed as of the acquisition date. As a result of being formed as a limited liability company on December 16, 2013, the date of the LINN Energy transaction, the Company ceased to be subject to federal and state income taxes, with the exception of the state of Texas. The Company’s net deferred income tax liabilities were assumed by LinnCo in the merger and were not transferred to LINN Energy in the contribution.

Oil and Natural Gas Properties

3 Months Ended

Mar. 31, 2014

Oil and Natural Gas Properties [Abstract]

Oil and natural gas properties

Oil and Natural Gas Properties

Oil and Natural Gas Capitalized Costs

Aggregate capitalized costs related to oil, natural gas and NGL production activities with applicable accumulated depletion and amortization are presented below:



	March 31, 2014			December 31, 2013
	(in thousands)
Oil and natural gas:
Proved properties	$	3,541,516		$	3,397,785
Unproved properties	1,415,874			1,415,874
	4,957,390			4,813,659
Less accumulated depletion and amortization	(76,083		)	(10,394		)
	$	4,881,307		$	4,803,265

Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt

The following summarizes the Company’s outstanding debt:



	March 31, 2014			December 31, 2013
	(in thousands, except percentages)
Credit facility ⁽¹⁾	$	1,173,175		$	1,173,175
10.25% senior notes due June 2014	204,936			205,257
6.75% senior notes due November 2020	299,970			300,000
6.375% senior notes due September 2022	599,163			600,000
Net unamortized premiums	18,554			22,729
Total debt, net	2,295,798			2,301,161
Less current maturities	(207,502		)	(211,558		)
Total long-term debt, net	$	2,088,296		$	2,089,603


⁽¹⁾	Variable interest rates of 2.66% and 2.67% at March 31, 2014, and December 31, 2013, respectively.

Fair Value

The Company’s debt is recorded at the carrying amount in the condensed balance sheets. The carrying amount of the Company’s Credit Facility, as defined below, approximates fair value because the interest rate is variable and reflective of market rates. The Company uses a market approach to determine the fair value of its senior notes using estimates based on prices quoted from third-party financial institutions, which is a Level 2 fair value measurement.



	March 31, 2014				December 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Credit facility	$	1,173,175	$	1,173,175	$	1,173,175	$	1,173,175
Senior notes, net	1,122,623		1,138,698		1,127,986		1,128,527
Total debt, net	$	2,295,798	$	2,311,873	$	2,301,161	$	2,301,702

Credit Facility

The Company’s Second Amended and Restated Credit Agreement, as amended (“Credit Facility”) has a borrowing base of $1.4 billion, subject to lender commitments. At March 31, 2014, lender commitments under the facility were $1.2 billion but the Company had less than $1 million of borrowing capacity available, including outstanding letters of credit. In February 2014, the Company entered into an amendment to the Credit Facility to amend the terms of certain financial and reporting covenants, and in April 2014, the Company entered into an amendment to the Credit Facility to extend the maturity from May 2016 to April 2019 and to amend the terms of certain financial covenants and definitions, among other items. Any borrowings under the Credit Facility must be repaid upon the redemption or exchange of all of the Company’s outstanding senior notes.

Redetermination of the borrowing base under the Credit Facility, based primarily on reserve reports that reflect commodity prices at such time, occurs semi-annually, in April and October. The lenders under the Credit Facility and Berry also have the right to request interim borrowing base redeterminations once between scheduled redeterminations. Significant declines in commodity prices may result in a decrease in the borrowing base. The Company’s obligations under the Credit Facility are secured by mortgages on its oil and natural gas properties and other personal property. The Company is required to maintain mortgages on properties representing at least 80% of the present value of its oil and natural gas proved reserves.

The Company is currently in compliance with all financial and other covenants of the Credit Facility. If an event of default would occur and were continuing, the Company would be unable to make borrowings and its financial condition and liquidity would be adversely affected.

At the Company’s election, interest on borrowings under the Credit Facility is determined by reference to either the LIBOR plus an applicable margin between 1.5% and 2.5% per annum (depending on the then-current level of borrowings under the Credit Facility) or a Base Rate (as defined in the Credit Facility) plus an applicable margin between 0.5% and 1.5% per annum (depending on the then-current level of borrowings under the Credit Facility). Interest is generally payable quarterly for loans bearing interest based on the Base Rate and at the end of the applicable interest period for loans bearing interest at LIBOR. The Company is required to pay a commitment fee to the lenders under the Credit Facility, which accrues at a rate per annum between 0.375% and 0.5% (depending on the then-current level of utilization under the Credit Facility) on the average daily unused amount of the maximum commitment amount of the lenders.

Senior Notes Due June 2014

The Company’s $205 million in aggregate principal amount of 10.25% senior notes due June 2014 (the “June 2014 Senior Notes”) matures on June 1, 2014. Therefore, the $205 million is classified as a current obligation on the Company’s balance sheet at March 31, 2014. In March 2014, the Company and LINN Energy entered into a parent support agreement under which LINN Energy agreed to provide the Company with funds in an amount sufficient to enable the Company to pay its June 2014 Senior Notes in full upon maturity.

The June 2014 Senior Notes were recorded at their fair value of $212 million on the acquisition date and the $7 million premium is being amortized to interest expense over the life of the related notes.

Senior Notes Due November 2020

The Company has $300 million in aggregate principal amount of 6.75% senior notes due November 2020 (the “November 2020 Senior Notes”). The November 2020 Senior Notes were recorded at their fair value of $310 million on the acquisition date and the $10 million premium is being amortized to interest expense over the life of the related notes.

Senior Notes Due September 2022

The Company has $599 million aggregate principal amount of 6.375% notes due September 2022 (the “September 2022 Senior Notes”). The September 2022 Senior Notes were recorded at their fair value of $607 million on the acquisition date and the $7 million premium is being amortized to interest expense over the life of the related notes.

Repurchases of Senior Notes

In February 2014, in accordance with the indentures related to the senior notes, the Company repurchased through cash tender offers $321,000, $30,000 and $837,000 of its June 2014 Senior Notes, November 2020 Senior Notes and September 2022 Senior Notes, respectively, for an aggregate purchase price of approximately $1 million, including accrued and unpaid interest.

The Company’s senior notes contain covenants that, among other things, may limit its ability to: (i) incur or guarantee additional indebtedness; (ii) pay distributions on its equity or redeem its subordinated debt; (iii) create certain liens; (iv) enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; (v) sell assets; (vi) engage in transactions with affiliates; and (vii) consolidate, merge or transfer all or substantially all of the Company’s assets. The Company is in compliance with all financial and other covenants of its senior notes.

Derivative Instruments

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

The Company hedges a significant portion of its forecasted oil production to reduce exposure to commodity price fluctuations and provide long-term cash flow predictability to manage its business. The current direct NGL hedging market is constrained in terms of price, volume, duration and number of counterparties, which limits the Company’s ability to effectively hedge its NGL production. As a result, currently, the Company does not directly hedge its NGL production. The Company also, from time to time, enters into derivative contracts for a portion of its natural gas consumption.

The Company enters into commodity hedging transactions primarily in the form of swap contracts, collars and three-way collars. Swap contracts are designed to provide a fixed price. Collar contracts specify floor and ceiling prices to be received as compared to floating market prices. Three-way collar contracts combine a short put (the lower price), a long put (the middle price) and a short call (the higher price) to provide a higher ceiling price as compared to a regular collar and limit downside risk to the market price plus the difference between the middle price and the lower price if the market price drops below the lower price.

The Company enters into these transactions with respect to a portion of its projected production to provide an economic hedge of the risk related to the future commodity prices received. The Company does not enter into derivative contracts for trading purposes. The Company did not designate any of these contracts as cash flow hedges; therefore, the changes in fair value of these instruments are recorded in current earnings. See Note 6 for fair value disclosures about oil and natural gas commodity derivatives.

The following table summarizes derivative positions for the periods indicated as of March 31, 2014:



	April 1 - December 31, 2014		2015
Oil positions:
Fixed price swaps (NYMEX WTI):
Hedged volume (MBbls)	3,713		—
Average price ($/Bbl)	$	91.26	$	—
Collars (NYMEX WTI):
Hedged volume (MBbls)	550		—
Average floor price ($/Bbl)	$	90.00	$	—
Average ceiling price ($/Bbl)	$	102.87	$	—
Three-way collars (NYMEX WTI):
Hedged volume (MBbls)	2,338		1,095
Short put ($/Bbl)	$	72.11	$	70.00
Long put ($/Bbl)	$	93.76	$	90.00
Short call ($/Bbl)	$	109.79	$	101.62
Three-way collars (ICE Brent):
Hedged volume (MBbls)	275		—
Short put ($/Bbl)	$	80.00	$	—
Long put ($/Bbl)	$	100.00	$	—
Short call ($/Bbl)	$	114.05	$	—
Oil basis differential positions:
ICE Brent - NYMEX WTI basis swaps:
Hedged volume (MBbls)	2,750		2,920
Hedged differential ($/Bbl)	$	11.60	$	11.60
Oil timing differential positions:
Trade month roll swaps (NYMEX WTI): ⁽¹⁾
Hedged volume (MBbls)	1,375		—
Hedged differential ($/Bbl)	$	0.32	$	—

⁽¹⁾

The Company hedges the timing risk associated with the sales price of oil in the Permian Basin. In this operating area, the Company generally sells oil for the delivery month at a sales price based on the average NYMEX WTI price during that month, plus an adjustment calculated as a spread between the weighted average prices of the delivery month, the next month and the following month during the period when the delivery month is prompt (the “trade month roll”).

Settled derivatives on oil production for the three months ended March 31, 2014, included volumes of 2,250 MBbls at an average contract price of $92.16 per Bbl. The oil derivatives are settled based on the average closing price of NYMEX light crude oil for each day of the delivery month.

Balance Sheet Presentation

The Company’s commodity derivatives are presented on a net basis in “derivative instruments” on the balance sheets. The following summarizes the fair value of derivatives outstanding on a gross basis:



	March 31, 2014		December 31, 2013
	(in thousands)
Assets:
Commodity derivatives	$	28,273	$	28,291
Liabilities:
Commodity derivatives	$	39,087	$	45,226

By using derivative instruments to economically hedge exposures to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company’s counterparties are current participants or affiliates of participants in its Credit Facility or were participants or affiliates of participants in its Credit Facility at the time it originally entered into the derivatives. The Credit Facility is secured by the Company’s oil and natural gas reserves; therefore, the Company is not required to post any collateral. The Company does not receive collateral from its counterparties. The maximum amount of loss due to credit risk that the Company would incur if its counterparties failed completely to perform according to the terms of the contracts, based on the gross fair value of financial instruments, was approximately $28 million at March 31, 2014. The Company minimizes the credit risk in derivative instruments by: (i) limiting its exposure to any single counterparty; (ii) entering into derivative instruments only with counterparties that meet the Company’s minimum credit quality standard, or have a guarantee from an affiliate that meets the Company’s minimum credit quality standard; and (iii) monitoring the creditworthiness of the Company’s counterparties on an ongoing basis. In accordance with the Company’s standard practice, its commodity derivatives are subject to counterparty netting under agreements governing such derivatives and therefore the risk of loss is somewhat mitigated.

Gains (Losses) on Derivatives

Gains (losses) on oil and natural gas derivatives were net gains of approximately $3 million for the three months ended March 31, 2014, and net losses of approximately $737,000 for the three months ended March 31, 2013. These amounts are reported on the condensed statements of operations in “gains (losses) on oil and natural gas derivatives.”

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Fair Value Measurements on a Recurring Basis

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements on a Recurring Basis

The Company accounts for its commodity derivatives at fair value (see Note 5) on a recurring basis. The Company determines the fair value of its oil and natural gas derivatives utilizing pricing models that use a variety of techniques, including market quotes and pricing analysis. Inputs to the pricing models include publicly available prices and forward price curves generated from a compilation of data gathered from third parties. Company management validates the data provided by third parties by understanding the pricing models used, obtaining market values from other pricing sources, analyzing pricing data in certain situations and confirming that those instruments trade in active markets. Assumed credit risk adjustments, based on published credit ratings, public bond yield spreads and credit default swap spreads, are applied to the Company’s commodity derivatives.

Fair Value Hierarchy

In accordance with applicable accounting standards, the Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The following presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis:



	March 31, 2014
	Level 2		Netting ⁽¹⁾			Total
	(in thousands)
Assets:
Commodity derivatives	$	28,273	$	(21,987	)	$	6,286
Liabilities:
Commodity derivatives	$	39,087	$	(21,987	)	$	17,100



	December 31, 2013
	Level 2		Netting ⁽¹⁾			Total
	(in thousands)
Assets:
Commodity derivatives	$	28,291	$	(20,184	)	$	8,107
Liabilities:
Commodity derivatives	$	45,226	$	(20,184	)	$	25,042


⁽¹⁾	Represents counterparty netting under agreements governing such derivatives.

- 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 + Details

Asset Retirement Obligations

3 Months Ended

Mar. 31, 2014

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

Asset retirement obligations associated with retiring tangible long-lived assets are recognized as a liability in the period in which a legal obligation is incurred and becomes determinable and are included in “other accrued liabilities” and “other noncurrent liabilities” on the balance sheets. Accretion expense is included in “depreciation, depletion and amortization” on the statements of operations. The fair value of additions to the asset retirement obligations is estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plug and abandon costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors (2.0% for the three months ended March 31, 2014); and (iv) a credit-adjusted risk-free interest rate (average of 5.5% for the three months ended March 31, 2014). These inputs require significant judgments and estimates by the Company’s management at the time of the valuation and are the most sensitive and subject to change.

The following presents a reconciliation of the Company’s asset retirement obligations (in thousands):



Asset retirement obligations at December 31, 2013	$	94,830
Liabilities added from drilling	1,412
Current year accretion expense	1,316
Settlements	(1,566		)
Asset retirement obligations at March 31, 2014	$	95,992

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is a limited liability company treated as a disregarded entity for federal and state income tax purposes, with the exception of the state of Texas. As such, with the exception of the state of Texas, the Company is not a taxable entity, it does not directly pay federal and state income taxes and recognition has not been given to federal and state income taxes for the operations of the Company. Prior to the LINN Energy transaction, the Company was a Subchapter C-corporation subject to federal and state income taxes. Amounts recognized for income taxes purposes are reported in “income tax expense (benefit)” on the condensed statements of operations.

Equity Incentive Compensation Plans	3 Months Ended
Equity Incentive Compensation Plans	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Equity Incentive Compensation Plans	Equity Incentive Compensation Plans The successor Company does not have any equity incentive compensation (“EIC”) plans under which it grants stock awards and, therefore, recognized no direct stock compensation expense for the three months ended March 31, 2014. Prior to the LINN Energy transaction, the Company granted equity awards to its employees under its EIC plans. The total compensation expense recognized by the predecessor Company in the condensed statement of operations for grants under the Company’s EIC plans was approximately $3 million for the three months ended March 31, 2013. In connection with the LINN Energy transaction, effective December 16, 2013, the predecessor Company’s equity awards were exchanged for LinnCo common shares or LINN Energy equity awards.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies East Texas Gathering System The Company has entered into certain long-term natural gas gathering agreements for its east Texas production. The agreements contain embedded leases and the transaction has been accounted for as a financing obligation. The fair value of the property associated with this transaction was recorded in the amount of approximately $13 million and is being depreciated over the remaining useful life of the asset. Under the agreements, portions of the payments are recorded as gathering expense and interest expense with the balance recorded as a reduction to the financing obligation. There are no minimum payments required under these agreements. Carry and Earning Agreement In January 2011, the Company entered into an amendment relating to certain contractual obligations to a third-party co-owner of certain Piceance Basin assets in Colorado. The amendment waives a $200,000 penalty for each well not spud by February 2011 and requires the Company to reassign to such third party, by January 31, 2020, all of the interest acquired by the Company from the third party 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 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. Pursuant to the terms of a further amendment entered into in April 2014, if by September 30, 2015, the Company does not expend $9 million on the construction of either the extension of the road or a new road, the Company is obligated to pay the third party 50% of the difference between $12 million and the actual amount expended on road construction as of such date. Under the terms of the amendment, this deadline is subject to further extension to no later than December 31, 2015. Due to the need to obtain regulatory approvals, among other reasons, 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 the extended deadline, 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 proposed 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 million civil penalty relating to the matter. The Company contested the proposed debarment and believes the matter is without merit; nevertheless, in June 2013, the Company entered into an agreement with the DOI to resolve the matter administratively through an independent compliance review. The independent compliance review has concluded and the final compliance review reports have been submitted to the DOI. The Company has been informed that the DOI intends to make follow-up inquiries to the Company in the near future, but has not received any further communications to date. 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 business, financial condition, results of operations or liquidity; however, cash flow could be significantly impacted in the reporting periods in which such matters are resolved. During the three months ended March 31, 2014, and March 31, 2013, the Company made no significant payments to settle any legal, environmental or tax proceedings. The Company regularly analyzes current information and accrues for probable liabilities on the disposition of certain matters as necessary. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2014
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions LINN Energy All former employees of the Company that were retained after the LINN Energy transaction are now employed by Linn Operating, Inc. (“LOI”), a subsidiary of LINN Energy, and along with other LOI personnel, provide services and support to the Company in accordance with an agency agreement and power of attorney between the Company and LOI. For the three months ended March 31, 2014, the Company incurred management fee expenses of approximately $36 million for services provided by LOI. The Company’s $205 million of June 2014 Senior Notes matures on June 1, 2014. In March 2014, the Company and LINN Energy entered into a parent support agreement under which LINN Energy agreed to provide the Company with funds in an amount sufficient to enable the Company to pay its June 2014 Senior Notes in full upon maturity. Other One of LINN Energy’s directors is the President and Chief Executive Officer of Superior Energy Services, Inc. (“Superior”), which provides oilfield services to the Company. For the three months ended March 31, 2014, the Company paid approximately $78,000 to Superior or its subsidiaries for services rendered to the Company. The transactions associated with these payments were consummated on terms equivalent to those that prevail in arm’s-length transactions.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Supplemental Disclosures to the Condensed Balance Sheets and Condensed Statements of Cash Flows

3 Months Ended

Mar. 31, 2014

Supplemental disclosures to the condensed balance sheets and condensed statements of cash flows [Abstract]

Supplemental Disclosures to the Condensed Balance Sheets and Condensed Statements of Cash Flows

“Other accrued liabilities” reported on the condensed balance sheets include the following:



	March 31, 2014		December 31, 2013
	(in thousands)
Accrued interest	$	19,138	$	18,926
Accrued compensation	6,340		6,749
Asset retirement obligations (current portion)	3,318		3,318
Other	91		—
	$	28,887	$	28,993

Supplemental disclosures to the condensed statements of cash flows are presented below:



	Successor		Predecessor
	Three Months Ended		Three Months Ended
	March 31, 2014		March 31, 2013
(in thousands)
Cash payments for interest, net of amounts capitalized	$	27,163	$	20,629
Cash payments for income taxes	$	—	$	—

Noncash investing activities:
Accrued capital expenditures	$	7,540	$	32,379
Asset retirement obligations	$	1,412	$	7,022

Basis of Presentation Basis of Presentation (Policies)	3 Months Ended
Basis of Presentation Basis of Presentation (Policies)	Mar. 31, 2014
Basis of Presentation [Abstract]
Consolidation, Policy	Principles of Reporting The information reported herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results for the interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted under Securities and Exchange Commission (“SEC”) rules and regulations; as such, this report should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2013. The results reported in these unaudited condensed financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Investments in noncontrolled entities over which the Company exercises significant influence are accounted for under the equity method. The financial statements for previous periods include certain reclassifications that were made to conform to current presentation. Such reclassifications have no impact on previously reported net income (loss), member’s equity or cash flows.
Use of Estimates, Policy	Use of Estimates The preparation of the accompanying condensed financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. The estimates that are particularly significant to the financial statements include estimates of the Company’s reserves of oil, natural gas and natural gas liquids (“NGL”), future cash flows from oil and natural gas properties, depreciation, depletion and amortization, asset retirement obligations, certain revenues and operating expenses, fair values of commodity derivatives and fair values of assets acquired and liabilities assumed. As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Any changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

- Definition

Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.

+ References + Details

Oil and Natural Gas Properties (Tables)

3 Months Ended

Mar. 31, 2014

Oil and Natural Gas Properties [Abstract]

Capitalized Costs Relating to Oil and Natural Gas Producing Activities Disclosure

Aggregate capitalized costs related to oil, natural gas and NGL production activities with applicable accumulated depletion and amortization are presented below:



	March 31, 2014			December 31, 2013
	(in thousands)
Oil and natural gas:
Proved properties	$	3,541,516		$	3,397,785
Unproved properties	1,415,874			1,415,874
	4,957,390			4,813,659
Less accumulated depletion and amortization	(76,083		)	(10,394		)
	$	4,881,307		$	4,803,265

Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following summarizes the Company’s outstanding debt:



	March 31, 2014			December 31, 2013
	(in thousands, except percentages)
Credit facility ⁽¹⁾	$	1,173,175		$	1,173,175
10.25% senior notes due June 2014	204,936			205,257
6.75% senior notes due November 2020	299,970			300,000
6.375% senior notes due September 2022	599,163			600,000
Net unamortized premiums	18,554			22,729
Total debt, net	2,295,798			2,301,161
Less current maturities	(207,502		)	(211,558		)
Total long-term debt, net	$	2,088,296		$	2,089,603


⁽¹⁾	Variable interest rates of 2.66% and 2.67% at March 31, 2014, and December 31, 2013, respectively.

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments



	March 31, 2014				December 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Credit facility	$	1,173,175	$	1,173,175	$	1,173,175	$	1,173,175
Senior notes, net	1,122,623		1,138,698		1,127,986		1,128,527
Total debt, net	$	2,295,798	$	2,311,873	$	2,301,161	$	2,301,702

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Subparagraph (SX 210.4-08.(e),(f))
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of derivatives instruments

The following table summarizes derivative positions for the periods indicated as of March 31, 2014:



	April 1 - December 31, 2014		2015
Oil positions:
Fixed price swaps (NYMEX WTI):
Hedged volume (MBbls)	3,713		—
Average price ($/Bbl)	$	91.26	$	—
Collars (NYMEX WTI):
Hedged volume (MBbls)	550		—
Average floor price ($/Bbl)	$	90.00	$	—
Average ceiling price ($/Bbl)	$	102.87	$	—
Three-way collars (NYMEX WTI):
Hedged volume (MBbls)	2,338		1,095
Short put ($/Bbl)	$	72.11	$	70.00
Long put ($/Bbl)	$	93.76	$	90.00
Short call ($/Bbl)	$	109.79	$	101.62
Three-way collars (ICE Brent):
Hedged volume (MBbls)	275		—
Short put ($/Bbl)	$	80.00	$	—
Long put ($/Bbl)	$	100.00	$	—
Short call ($/Bbl)	$	114.05	$	—
Oil basis differential positions:
ICE Brent - NYMEX WTI basis swaps:
Hedged volume (MBbls)	2,750		2,920
Hedged differential ($/Bbl)	$	11.60	$	11.60
Oil timing differential positions:
Trade month roll swaps (NYMEX WTI): ⁽¹⁾
Hedged volume (MBbls)	1,375		—
Hedged differential ($/Bbl)	$	0.32	$	—

⁽¹⁾

Schedule of derivatives assets and liabilities



	March 31, 2014		December 31, 2013
	(in thousands)
Assets:
Commodity derivatives	$	28,273	$	28,291
Liabilities:
Commodity derivatives	$	39,087	$	45,226

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41641-113959

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624163-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41678-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41638-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5580258-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579245-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624171-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579240-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41620-113959

Reference 11: 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.(n)(2))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

+ Details

Fair Value Measurements on a Recurring Basis (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

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

The following presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis:



	March 31, 2014
	Level 2		Netting ⁽¹⁾			Total
	(in thousands)
Assets:
Commodity derivatives	$	28,273	$	(21,987	)	$	6,286
Liabilities:
Commodity derivatives	$	39,087	$	(21,987	)	$	17,100



	December 31, 2013
	Level 2		Netting ⁽¹⁾			Total
	(in thousands)
Assets:
Commodity derivatives	$	28,291	$	(20,184	)	$	8,107
Liabilities:
Commodity derivatives	$	45,226	$	(20,184	)	$	25,042


⁽¹⁾	Represents counterparty netting under agreements governing such derivatives.

Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2014

Asset Retirement Obligation Disclosure [Abstract]

Summary of change in asset retirement obligations

The following presents a reconciliation of the Company’s asset retirement obligations (in thousands):



Asset retirement obligations at December 31, 2013	$	94,830
Liabilities added from drilling	1,412
Current year accretion expense	1,316
Settlements	(1,566		)
Asset retirement obligations at March 31, 2014	$	95,992

Supplemental Disclosures to the Condensed Balance Sheets and Condensed Statements of Cash Flows (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental disclosures to the condensed balance sheets and condensed statements of cash flows [Abstract]

Schedule of Accrued Liabilities

“Other accrued liabilities” reported on the condensed balance sheets include the following:



	March 31, 2014		December 31, 2013
	(in thousands)
Accrued interest	$	19,138	$	18,926
Accrued compensation	6,340		6,749
Asset retirement obligations (current portion)	3,318		3,318
Other	91		—
	$	28,887	$	28,993

Supplemental Cash Flow Disclosures

Supplemental disclosures to the condensed statements of cash flows are presented below:



	Successor		Predecessor
	Three Months Ended		Three Months Ended
	March 31, 2014		March 31, 2013
(in thousands)
Cash payments for interest, net of amounts capitalized	$	27,163	$	20,629
Cash payments for income taxes	$	—	$	—

Noncash investing activities:
Accrued capital expenditures	$	7,540	$	32,379
Asset retirement obligations	$	1,412	$	7,022

Basis of Presentation (Details)	Dec. 16, 2013 shares
Berry and LinnCo
Transaction
Exchange ratio	168.00%
Number of shares issued	93,756,674
LINN Energy LLC and LinnCo
Transaction
Number of shares issued	93,756,674

LINN Energy Transaction (Details) $ in Millions	Dec. 16, 2013 USD ($) shares
Berry and LinnCo
LINN Energy Transaction
Exchange ratio	168.00%
Number of shares issued \| shares	93,756,674
LINN Energy LLC and LinnCo
LINN Energy Transaction
Number of shares issued \| shares	93,756,674
LINN Transaction
LINN Energy Transaction
Preliminary value of transaction	$ 4,600
Debt assumed in transaction, including current portion	2,300
Cash assumed in transaction	$ 451

Oil and Natural Gas Properties (Details) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Oil and Natural Gas Properties [Abstract]
Proved properties	$ 3,541,516	$ 3,397,785
Unproved properties	1,415,874	1,415,874
Oil and natural gas properties, gross	4,957,390	4,813,659
Less accumulated depletion and amortization	(76,083)	(10,394)
Oil and natural gas properties, net	$ 4,881,307	$ 4,803,265

Debt (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Dec. 16, 2013

Debt obligations

Credit facility

$ 1,173,175

Total long-term debt, net

2,088,296

$ 2,089,603

Remaining borrowing capacity of credit facility

$ 1,000

Portion of properties required to maintain mortgages for credit facility

80.00%

Credit Facility

Debt obligations

Credit facility maximum borrowing base

$ 1,400,000

Lender commitments

$ 1,200,000

November 2020 Senior Notes

Debt obligations

Total debt, net

$ 310,000

September 2022 Senior Notes

Debt obligations

Total debt, net

$ 607,000

Low end of the range | Credit Facility

Debt obligations

Line of credit facility, unused capacity, commitment fee (as a percent)

0.375%

Low end of the range | Credit Facility | LIBOR

Debt obligations

Loans payable basis spread on variable rate

1.50%

Low end of the range | Credit Facility | Prime

Debt obligations

Loans payable basis spread on variable rate

0.50%

High end of the range | Credit Facility

Debt obligations

Line of credit facility, unused capacity, commitment fee (as a percent)

0.50%

High end of the range | Credit Facility | LIBOR

Debt obligations

Loans payable basis spread on variable rate

2.50%

High end of the range | Credit Facility | Prime

Debt obligations

Loans payable basis spread on variable rate

1.50%

Credit Facility

Debt obligations

Credit facility variable interest rate

2.66%

2.67%

Carrying amount

Debt obligations

Senior notes

$ 1,122,623

$ 1,127,986

Net unamortized premiums

18,554

22,729

Debt, Long-term and Short-term, Combined Amount

2,295,798

2,301,161

Less current maturities

(207,502)

(211,558)

Total long-term debt, net

2,295,798

2,301,161

Carrying amount | Credit Facility

Debt obligations

Credit facility

^[1]

1,173,175

Carrying amount | November 2020 Senior Notes

Debt obligations

Senior notes

299,970

300,000

Carrying amount | September 2022 Senior Notes

Debt obligations

Senior notes

599,163

600,000

Carrying amount | Gross | June 2014 Senior Notes

Debt obligations

Senior notes

204,936

205,257

Fair value

Debt obligations

Line of Credit Facility, Fair Value of Amount Outstanding

1,173,175

Senior notes, net

1,138,698

1,128,527

Total debt, net

$ 2,311,873

$ 2,301,702

[1]	Variable interest rates of 2.66% and 2.67% at March 31, 2014, and December 31, 2013, respectively.

Debt (Details 2) - USD ($)	1 Months Ended
Debt (Details 2) - USD ($)	Feb. 28, 2014	Mar. 31, 2014	Dec. 31, 2013	Dec. 16, 2013
Debt instrument
Repayments of Long-term Debt	$ 1,000,000
June 2014 Senior Notes
Debt instrument
Stated interest rate percentage		10.25%
Unamortized premium				$ 7,000,000
Amount of senior notes repurchased in cash tender offer	321,000
November 2020 Senior Notes
Debt instrument
Stated interest rate percentage		6.75%
Senior notes, current			$ 299,970,000
Unamortized premium				10,000,000
Total debt, net				310,000,000
Amount of senior notes repurchased in cash tender offer	30,000
September 2022 Senior Notes
Debt instrument
Stated interest rate percentage		6.375%
Senior notes, current		$ 599,163,000
Unamortized premium				7,000,000
Total debt, net				607,000,000
Amount of senior notes repurchased in cash tender offer	$ 837,000
Gross \| June 2014 Senior Notes
Debt instrument
Senior notes, current		$ 204,936,000
Fair value of current debt				$ 212,000,000

Derivative Instruments (Details)

Mar. 31, 2014

$ / mmbls

mmbls

2014 | Oil derivative instruments | Swap

Derivative

Hedged volume (MBbls) | mmbls

3,713

Average price ($/Bbl)

91.26

2014 | Oil derivative instruments | Crude Oil Sales - Collars

Derivative

Hedged volume (MBbls) | mmbls

550

Derivative, floor price ($/Bbl)

90.00

Derivative, cap price ($/Bbl)

102.87

2014 | Oil derivative instruments | Crude Oil Sales - Three-way collars - Derivative 1

Derivative

Hedged volume (MBbls) | mmbls

2,338

2014 | Oil derivative instruments | Crude Oil Sales - Three-way collars - Derivative 2

Derivative

Hedged volume (MBbls) | mmbls

275

2014 | Oil derivative instruments | Short | Crude Oil Sales - Three-way collars - Derivative 1

Derivative

Derivative, floor price ($/Bbl)

72.11

Derivative, cap price ($/Bbl)

109.79

2014 | Oil derivative instruments | Short | Crude Oil Sales - Three-way collars - Derivative 2

Derivative

Derivative, floor price ($/Bbl)

80.00

Derivative, cap price ($/Bbl)

114.05

2014 | Oil derivative instruments | Long | Crude Oil Sales - Three-way collars - Derivative 1

Derivative

Derivative, floor price ($/Bbl)

93.76

2014 | Oil derivative instruments | Long | Crude Oil Sales - Three-way collars - Derivative 2

Derivative

Derivative, floor price ($/Bbl)

100.00

2014 | Oil basis differential commodity contract | ICE Brent - NYMEX WTI basis swaps

Derivative

Hedged volume (MBbls) | mmbls

2,750

Hedged differential ($/Bbl)

11.60

2014 | Oil timing differential positions | Trade month roll swaps

Derivative

Hedged volume (MBbls) | mmbls

1,375

^[1]

Hedged differential ($/Bbl)

0.32

^[1]

2015 | Oil derivative instruments | Swap

Derivative

Hedged volume (MBbls) | mmbls

Average price ($/Bbl)

2015 | Oil derivative instruments | Crude Oil Sales - Collars

Derivative

Hedged volume (MBbls) | mmbls

Derivative, floor price ($/Bbl)

Derivative, cap price ($/Bbl)

2015 | Oil derivative instruments | Crude Oil Sales - Three-way collars - Derivative 1

Derivative

Hedged volume (MBbls) | mmbls

1,095

2015 | Oil derivative instruments | Crude Oil Sales - Three-way collars - Derivative 2

Derivative

Hedged volume (MBbls) | mmbls

2015 | Oil derivative instruments | Short | Crude Oil Sales - Three-way collars - Derivative 1

Derivative

Derivative, floor price ($/Bbl)

70.00

Derivative, cap price ($/Bbl)

101.62

2015 | Oil derivative instruments | Short | Crude Oil Sales - Three-way collars - Derivative 2

Derivative

Derivative, floor price ($/Bbl)

0.00

Derivative, cap price ($/Bbl)

0.00

2015 | Oil derivative instruments | Long | Crude Oil Sales - Three-way collars - Derivative 1

Derivative

Derivative, floor price ($/Bbl)

90.00

2015 | Oil derivative instruments | Long | Crude Oil Sales - Three-way collars - Derivative 2

Derivative

Derivative, floor price ($/Bbl)

0.00

2015 | Oil basis differential commodity contract | ICE Brent - NYMEX WTI basis swaps

Derivative

Hedged volume (MBbls) | mmbls

2,920

Hedged differential ($/Bbl)

11.60

2015 | Oil timing differential positions | Trade month roll swaps

Derivative

Hedged volume (MBbls) | mmbls

^[1]

Hedged differential ($/Bbl)

0.00

^[1]

[1]

(1) The Company hedges the timing risk associated with the sales price of oil in the Permian Basin. In this operating area, the Company generally sells oil for the delivery month at a sales price based on the average NYMEX WTI price during that month, plus an adjustment calculated as a spread between the weighted average prices of the delivery month, the next month and the following month during the period when the delivery month is prompt (the “trade month roll”).

Derivative Instruments (Details 2) $ in Thousands		3 Months Ended
Derivative Instruments (Details 2) $ in Thousands	Mar. 31, 2014 USD ($)	Mar. 31, 2014 USD ($) MBbl $ / bbl	Mar. 31, 2013 USD ($)
Derivative
Volume of oil on settled derivatives (MBbls) \| MBbl		2,250
Average contract price on oil settled derivatives per unit ($/Bbl) \| $ / bbl		92.16
Derivative
Derivative
Maximum loss if all counterparties fail	$ 28,273
Successor
Derivative
Gains (losses) on oil and natural gas derivatives		$ 3,465
Predecessor
Derivative
Gains (losses) on oil and natural gas derivatives			$ (737)

Fair Value Measurements on a Recurring Basis (Details) - USD ($)
$ in Thousands

Mar. 31, 2014

Dec. 31, 2013

Assets and liabilities measured at fair value on a recurring basis

Derivative Assets

$ 6,286

$ 8,107

Derivative Liabilities

17,100

25,042

Fair Value, Inputs, Level 2

Assets and liabilities measured at fair value on a recurring basis

Derivative Asset, Gross

28,273

28,291

Derivative Liability, Gross

39,087

45,226

Counterparty netting under agreements governing derivatives

Assets and liabilities measured at fair value on a recurring basis

Derivative Asset, Netting

^[1]

(21,987)

(20,184)

Derivative Liability, Netting

^[1]

$ (21,987)

$ (20,184)

[1]	1) Represents counterparty netting under agreements governing such derivatives.

Asset Retirement Obligations (Details) $ in Thousands	3 Months Ended
Asset Retirement Obligations (Details) $ in Thousands	Mar. 31, 2014 USD ($)
Asset Retirement Obligations
Asset retirement obligations at December 31, 2013	$ 94,830
Change in the asset retirement obligations
Liabilities added from drilling	1,412
Current year accretion expense	1,316
Settlements	(1,566)
Asset retirement obligations at March 31, 2014	$ 95,992

Equity Incentive Compensation Plans (Details) - USD ($)	3 Months Ended
Equity Incentive Compensation Plans (Details) - USD ($)	Mar. 31, 2014	Mar. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Total compensation cost	$ 0	$ 3,000,000

Commitments and Contingencies (Details)	12 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2011 USD ($)	Mar. 31, 2014 USD ($)	Jan. 14, 2011 USD ($) a
Commitments and Contingencies
Fair value of gathering system		$ 13,000,000
Carry And Earning Agreement
E. Texas Gathering System
Contractual obligation amount, penalty waived per well			$ 200,000
Contractual obligation, acre of tracts \| a			160
Contractual obligation, contingent construction expense			$ 9,000,000
Penalty payable as a percentage of the difference between specified amount and actual expended (as a percent)			50.00%
Contractual obligation, specified amount for penalty calculation			$ 12,000,000
Third party share of construction costs, percentage			50.00%
Non Compliance To Regulations
Commitments and Contingencies
Litigation settlement expense	$ 2,000,000

Related Party Transactions (Details) - USD ($)	3 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 31, 2014	Dec. 31, 2013
Related Party Transactions
Senior notes, current	$ 207,502,000	$ 211,558,000
Linn Operating, Inc.
Related Party Transactions
Management fee expense	36,000,000
Superior Energy Services, Inc.
Related Party Transactions
Amount of related party transaction	$ 78,000

Supplemental Disclosures to the Condensed Balance Sheets and Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Accrued Liabilities [Abstract]
Accrued interest	$ 19,138		$ 18,926
Accrued compensation	6,340		6,749
Asset retirement obligations (current portion)	3,318		3,318
Other	91		0
Other accrued liabilities	28,887		$ 28,993
Supplemental Cash Flow Information [Abstract]
Cash payments for interest, net of amounts capitalized	27,163	$ 20,629
Cash payments for income taxes	0	0
Noncash investing activities [Abstract]
Accrued capital expenditures	7,540	32,379
Asset retirement obligations	$ 1,412	$ 7,022