UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)		September 2, 2014
		(August 29, 2014)

LINN ENERGY, LLC

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-51719 (Commission File Number)	65-1177591 (IRS Employer Identification No.)

600 Travis, Suite 5100 Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (281) 840-4000
NOT APPLICABLE
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

* Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

* Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

* Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

* Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01	Entry into a Material Definitive Agreement.

Devon Assets Acquisition

On August 29, 2014, Linn Energy, LLC, (“the Company”), through one of its wholly-owned subsidiaries, Linn Energy Holdings, LLC (“LEH”), and the EAT Entities (described below) closed its previously announced acquisition of certain oil and natural gas properties and related assets located primarily in the Rockies, Mid-Continent, east Texas, north Louisiana and south Texas regions (the “Devon Assets”) from affiliates of Devon Energy Corporation (“Devon”) for a purchase price of $2.24 billion, subject to post-closing adjustments (the “Devon Assets Acquisition”).

The foregoing description of the acquisition does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement, dated June 27, 2014, between Devon Energy Production Company, L.P. and Devon Uinta Basin Corporation, as sellers, and LEH, as buyer, a copy of which was filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

Section 1031 Arrangement

The Devon Assets Acquisition was structured as a reverse tax-deferred exchange (a “Reverse 1031 Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). LEH entered into a Qualified Exchange Accommodation Agreement (the “QEAA”) dated August 29, 2014, with LINN 1031 Holdings, LLC (the “EAT”), which qualifies as an Exchange Accommodation Titleholder (as defined in the QEAA) and its subsidiary, LINN Exchange Properties, LLC (the “EAT OPCO” and, together with the EAT, the “EAT Entities”) for a Reverse 1031 Exchange. Pursuant to the QEAA, LEH assigned its rights to acquire the Devon Assets to EAT OPCO and as a result EAT OPCO has acquired legal title to all of the Devon Assets for potential reinvestment as like-kind replacement property as defined under Section 1031 of the Internal Revenue Code.

Bridge Loan Agreement

On August 29, 2014, the Company entered into a bridge loan agreement (the “Bridge Loan Agreement”) with Barclays Bank PLC, as administrative agent, and the other agents and lenders party thereto, pursuant to which the Company borrowed an aggregate principal amount of $1.0 billion of term loans. The proceeds of the Bridge Loan Agreement were used to partially fund the Devon Assets Acquisition. The Bridge Loan Agreement is unsecured and is guaranteed by all of the Company’s material domestic subsidiaries which guarantee the Company’s Sixth Amended and Restated Credit Facility (as further amended, the “Amended Credit Facility”).

The loans made under the Bridge Loan Agreement on the funding date (the “Initial Loans”) mature on the first anniversary of the funding date (the “Initial Maturity Date”). At the Company’s election, interest on the Initial Loans is determined by reference to either (i) London Interbank Offered Rate (“LIBOR”) plus 5.0% plus an applicable margin per annum or (ii) ABR plus 4.0% plus an applicable margin per annum. The applicable margin is 0% for the first three months after the funding date and, thereafter, increases by 0.50% at the end of each subsequent three-month period. If any Initial Loans remain outstanding on the Initial Maturity Date and no bankruptcy event of default then exists, all Initial Loans then outstanding shall automatically be converted into term loans which mature on the seventh anniversary of the funding date (such converted loans, the “Term Loans”). The Term Loans shall bear interest at the rates set forth in the Bridge Loan Agreement.

The Bridge Loan Agreement contains various affirmative covenants, which are substantially similar to the affirmative covenants in the Amended Credit Facility and various negative covenants, which are substantially similar to the negative covenants in the indentures governing the Company’s senior notes.

The foregoing description of the Bridge Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Bridge Loan Agreement, a copy of which will be included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.

Term Loan Agreement

On August 29, 2014, EAT OPCO entered into a 364-day term loan agreement (the “Term Loan Agreement”) with The Bank of Nova Scotia, as administrative agent, and the other agents and lenders party thereto, pursuant to which EAT OPCO borrowed an aggregate principal amount of $1.3 billion of term loans. The proceeds of the Term Loan Agreement were used to partially

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fund the Devon Assets Acquisition. The obligations of EAT OPCO under the Term Loan Agreement are required to be secured by certain of the oil and natural gas properties and personal property of EAT OPCO and its material subsidiaries (if any), as well as a pledge of 100% of the equity interests in EAT OPCO. Specifically, EAT OPCO is required to maintain mortgages on properties representing at least 80% of the total value of oil and natural gas properties included on the most recent reserve report. Additionally, the obligations under the Term Loan Agreement are to be guaranteed by all of EAT OPCO’s material subsidiaries (if any). As of the closing date of the Term Loan Agreement, there were no guarantors.

The loans under the Term Loan Agreement may be repaid at the option of EAT OPCO without premium or penalty, subject to breakage costs. At EAT OPCO’s election, interest on the loans under the Term Loan Agreement is determined by reference to either (i) LIBOR plus an applicable margin per annum which is 3.0% for the period beginning on the closing date of the Term Loan Agreement and ending on the day that is 180 days thereafter (the “Initial Period”) or (ii) ABR plus an applicable margin per annum which is 2.0% for the Initial Period; in each case, the applicable margin increases by 0.50% for the three-month period beginning after the Initial Period and, thereafter, increases by an additional 0.25% at the end of each subsequent three-month period. Interest is generally payable quarterly for loans bearing interest based on the ABR and at the end of the applicable interest period for loans bearing interest at LIBOR. Loans under the Term Loan Agreement are required to be prepaid with 100% of the net cash proceeds from nonordinary course asset sales (subject to certain baskets described in the Term Loan Agreement) and 100% of the net cash proceeds from the issuance of nonpermitted indebtedness.

The Term Loan Agreement contains various covenants, including covenants which limit the ability of Linn Exchange to: (i) incur indebtedness, (ii) enter into commodity and interest rate swaps, (iii) grant certain liens, (iv) make certain loans, acquisitions, capital contributions and other investments, (v) make distributions, and (vi) merge or consolidate, or engage in certain asset dispositions, including a sale of all or substantially all of assets. The Term Loan Agreement also contains (i) a financial covenant which requires EAT OPCO to maintain a minimum ratio of adjusted earnings to interest expense and (ii) customary events of default.

The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement, a copy of which will be included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.

Item 2.01	Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(a)	Financial statements of business acquired.

The unaudited statements of revenues and direct operating expenses, including the notes thereto, for the assets acquired from Devon for the six months ended June 30, 2014, and June 30, 2013, and the audited statements of revenues and direct operating expenses, including the notes thereto, for the assets acquired from Devon for the years ended December 31, 2013, December 31, 2012, and December 31, 2011, and the independent registered public accounting firm’s report related thereto, are attached as Exhibit 99.1 and incorporated herein by reference.

(b)	Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of LINN Energy as of June 30, 2014, which gives effect to Devon Assets Acquisition, and the unaudited pro forma condensed combined statements of operations of LINN Energy for the six months ended June 30, 2014, and for the year ended December 31, 2013, which give effect to the Devon Assets Acquisition and Berry Acquisition, are attached as Exhibit 99.2 and incorporated herein by reference.

(d)	Exhibits.

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23.1    Consent of Independent Registered Public Accounting Firm

99.1    The unaudited statements of revenues and direct operating expenses, including the notes thereto, for the assets acquired from Devon for the six months ended June 30, 2014, and June 30, 2013, and the audited statements of revenues and direct operating expenses, including the notes thereto, for the assets acquired from Devon for the years ended December 31, 2013, December 31, 2012, and December 31, 2011, and the independent registered public accounting firm’s report related thereto.

99.2    The unaudited pro forma condensed combined balance sheet of LINN Energy as of June 30, 2014, which gives effect to Devon Assets Acquisition, and the unaudited pro forma condensed combined statements of operations of LINN Energy for the six months ended June 30, 2014, and for the year ended December 31, 2013, which give effect to the Devon Assets Acquisition and Berry Acquisition.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LINN ENERGY, LLC
	(Registrant)
Date: September 2, 2014	/s/ David B. Rottino
	David B. Rottino
	Executive Vice President, Business Development
	and Chief Accounting Officer
	(As Duly Authorized Officer and Chief Accounting Officer)

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements on Form S-3 (Nos. 333-146120, 333-148061, 333-148134, 333-162357, and 333-184647), Form S-4 (Nos. 333-181256, 333-187458 and 333-187484-01) and Form S-8 (Nos. 333-131153, 333-151610 and 333-193392) of Linn Energy, LLC and in the registration statements on Form S-1 (No. 333-182305) and Form S-4 (No. 333-187484) of LinnCo, LLC of our report dated September 2, 2014, with respect to the statement of revenues and direct operating expenses of certain oil and natural gas properties sold to Linn Energy, LLC for the years ended December 31, 2013, 2012, and 2011, which report appears in the Form 8-K of Linn Energy, LLC dated September 2, 2014.

/s/ KPMG LLP

Oklahoma City, Oklahoma

September 2, 2014

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Exhibit 99.1

STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE

ASSETS SOLD TO LINN ENERGY, LLC

INDEX

Financial Information	Page Number
Report of Independent Registered Public Accounting Firm	2
Statements of Revenues and Direct Operating Expenses	3
Notes to Statements of Revenues and Direct Operating Expenses	4

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Report of Independent Registered Public Accounting Firm

The Board of Directors

Devon Energy Corporation:

We have audited the accompanying statements of revenues and direct operating expenses of certain oil and natural gas properties sold to Linn Energy, LLC for the years ended December 31, 2013, 2012 and 2011. These financial statements are the responsibility of the Devon Energy Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying statements of revenues and direct operating expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in note 1 to the statements, and are not intended to be a complete financial statement presentation of the properties described above.

In our opinion, the financial statements referred to above present fairly, in all material respects, the revenues and direct operating expenses, as described in note 1, of certain oil and natural gas properties sold to Linn Energy, LLC for the years ended December 31, 2013, 2012 and 2011, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Oklahoma City, Oklahoma

September 2, 2014

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STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE

ASSETS SOLD TO LINN ENERGY, LLC

Years Ended December 31, 2013, December 31, 2012, and December 31, 2011, and

Six Months Ended June 30, 2014, and June 30, 2013

(in thousands)

	Six Months Ended								Years Ended
	June 30, 2014				June 30, 2013				December 31, 2013				December 31, 2012				December 31, 2011
	(unaudited)								(audited)
Operating revenues	$	277,756			$	269,029			$	530,648			$	497,852			$	680,033
Direct operating expenses	94,476				97,401				196,185				198,784				209,406
Excess of revenues over direct operating expenses	$	183,280			$	171,628			$	334,463			$	299,068			$	470,627

The accompanying notes are an integral part of the Statements of Revenues and Direct Operating Expenses.

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STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE

ASSETS SOLD TO LINN ENERGY, LLC

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

Note 1 – Basis of Presentation

On August 29, 2014, Devon Energy Corporation (“Devon”), through its wholly-owned subsidiaries, completed the sale of certain oil and natural gas properties and related assets located primarily in the Rockies, Mid-Continent, east Texas, north Louisiana and south Texas (the “Devon Properties”) to a wholly-owned subsidiary of Linn Energy, LLC (“LINN Energy”) for total consideration of approximately $2.24 billion.

The accompanying statements of revenues and direct operating expenses were prepared from the historical accounting records of Devon. These statements are not intended to be a complete presentation of the results of operations of the operations of the Devon Properties. The statements do not include general and administrative expense, effects of derivative transactions, interest income or expense, depreciation, depletion and amortization, any provision for income tax expenses and other income and expense items not directly associated with revenues from the Devon Properties. Historical financial statements reflecting financial position, results of operations and cash flows required by United States of America generally accepted accounting principles (“GAAP”) are not presented as such information is not readily available and not meaningful to the Devon Properties. Accordingly, the accompanying statements of revenues and direct operating expenses are presented in lieu of the financial statements required under Rule 3-05 of Securities and Exchange Commission (“SEC”) Regulation S-X.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of revenues and expenses during the reporting period. 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.

Sales of oil, natural gas and natural gas liquids (“NGL”) are recognized when the product has been delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured, and the sales price is fixed or determinable. Natural gas production imbalances have been accounted for using the sales method of accounting.

Direct operating expenses primarily include lease operating and taxes other than income taxes. Lease operating costs include expenses such as labor, field office, vehicle, supervision, maintenance, tools and supplies and workover expenses. Taxes other than income taxes consist primarily of severance and ad valorem taxes.

Additionally, revenues and direct operating expenses include revenues and expenses of midstream assets associated with the natural gas properties. These revenues and expenses relate to the purchasing, gathering and transportation of third-party natural gas and subsequent marketing of such natural gas to independent purchasers under separate arrangements.

The statements of revenues and direct operating expenses for the six months ended June 30, 2014, and June 30, 2013, are unaudited, but in the opinion of management include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of the interim periods.

Note 2 – Commitments and Contingencies

Pursuant to the terms of the purchase and sale agreement between Devon and LINN Energy, certain claims, litigation and liabilities arising in connection with ownership of the acquired Devon Properties prior to the effective date are retained by Devon. Notwithstanding this indemnification, Devon is not aware of any legal, environmental or other commitments or contingencies that would have a material effect on the statements of revenues and direct operating expenses.

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STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE

ASSETS SOLD TO LINN ENERGY, LLC

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES – Continued

Note 3 – Subsequent Events

Management has evaluated subsequent events through September 2, 2014, the date the statements of revenues and direct operating expenses were available to be issued, and has concluded no events need to be reported during this period.

Note 4 – Supplemental Oil and Natural Gas Reserve Information (Unaudited)

Estimated Quantities of Proved Oil and Natural Gas Reserves

Estimated quantities of proved oil, natural gas and NGL reserves at December 31, 2013, December 31, 2012, and December 31, 2011, and changes in the reserves during the year, are shown below. These reserve estimates have been prepared in accordance with SEC regulations using the average price during the 12-month period, determined as an unweighted average of the first-day-of-the-month price for each month.

	Year Ended December 31, 2013
	Natural Gas (MMcf)			Oil and NGL (MBbls)			Total (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year	942,957			60,097			1,303,539
Revisions of previous estimates	80,039			(1,683	)		69,941
Production	(94,304	)		(4,744	)		(122,768	)
End of year	928,692			53,670			1,250,712
Proved developed reserves:
Beginning of year	923,842			54,561			1,251,208
End of year	918,541			50,650			1,222,441
Proved undeveloped reserves:
Beginning of year	19,115			5,536			52,331
End of year	10,151			3,020			28,271

	Year Ended December 31, 2012
	Natural Gas (MMcf)			Oil and NGL (MBbls)			Total (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year	1,180,874			64,382			1,567,166
Revisions of previous estimates	(130,192	)		1,380			(121,912	)
Production	(107,725	)		(5,665	)		(141,715	)
End of year	942,957			60,097			1,303,539
Proved developed reserves:
Beginning of year	1,125,882			61,964			1,497,666
End of year	923,842			54,561			1,251,208
Proved undeveloped reserves:
Beginning of year	54,992			2,418			69,500
End of year	19,115			5,536			52,331

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STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE

ASSETS SOLD TO LINN ENERGY, LLC

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES – Continued

	Year Ended December 31, 2011
	Natural Gas (MMcf)			Oil and NGL (MBbls)			Total (MMcfe)
Proved developed and undeveloped reserves:
Beginning of year	1,282,786			59,139			1,637,620
Revisions of previous estimates	6,387			11,218			73,695
Production	(108,299	)		(5,975	)		(144,149	)
End of year	1,180,874			64,382			1,567,166
Proved developed reserves:
Beginning of year	1,143,827			55,029			1,474,001
End of year	1,125,882			61,964			1,497,666
Proved undeveloped reserves:
Beginning of year	138,959			4,110			163,619
End of year	54,992			2,418			69,500

Standardized Measure of Discounted Future Net Cash Flows

Information with respect to the standardized measure of discounted future net cash flows relating to proved reserves is summarized below. Future cash inflows are computed by applying applicable prices relating to the Devon Properties’ proved reserves to the year-end quantities of those reserves. Future production, development, site restoration and abandonment costs are derived based on current costs assuming continuation of existing economic conditions. There are no future income tax expenses because LINN Energy is not subject to federal income taxes and state taxes are not material.

	December 31,
	2013				2012				2011
	(in thousands)
Future estimated revenues	$	5,380,715			$	4,765,566			$	7,103,698
Future estimated production costs	(2,574,747		)		(2,287,164		)		(2,990,938		)
Future estimated development costs	(573,680		)		(798,542		)		(756,105		)
Future net cash flows	2,232,288				1,679,860				3,356,655
10% annual discount for estimated timing of cash flows	(958,201		)		(657,136		)		(1,442,189		)
Standardized measure of discounted future net cash flows	$	1,274,087			$	1,022,724			$	1,914,466
Representative prices: (1)
Natural gas (Mcf)	$	3.37			$	2.43			$	3.77
Oil (Bbl)	$	88.04			$	86.38			$	88.22
NGL (Bbl)	$	21.69			$	20.61			$	26.96

(1)

In accordance with SEC regulations, reserves at December 31, 2013, December 31, 2012, and December 31, 2011, were estimated using the average price during the 12-month period, determined as an unweighted average of the first-day-of-the-month price for each month, excluding escalations based upon future conditions. The average price used to estimate reserves is held constant over the life of the reserves.

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STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE

ASSETS SOLD TO LINN ENERGY, LLC

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES – Continued

The following summarizes the principal sources of change in the standardized measure of discounted future net cash flows:

	Year Ended December 31,
	2013				2012				2011
	(in thousands)
Beginning balance	$	1,022,724			$	1,914,466			$	1,829,621
Oil, natural gas and NGL sales, net of production costs	(325,748		)		(294,048		)		(468,271		)
Changes in estimated future development costs	145,294				98,298				83,183
Net change in prices and production costs	341,444				(861,089		)		109,209
Net change due to revisions in quantity estimates	(38,596		)		72,059				198,944
Accretion of discount	114,009				79,393				182,962
Other	14,960				13,645				(21,182		)
Ending balance	$	1,274,087			$	1,022,724			$	1,914,466

The data presented should not be viewed as representing the expected cash flow from, or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions. The required projection of production and related expenditures over time requires further estimates with respect to pipeline availability, rates of demand and governmental control. Actual future prices and costs are likely to be substantially different from the current prices and costs utilized in the computation of reported amounts. Any analysis or evaluation of the reported amounts should give specific recognition to the computational methods utilized and the limitations inherent therein.

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Exhibit 99.2

LINN ENERGY, LLC

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On August 29, 2014, Linn Energy, LLC (“LINN Energy” or the “Company”) completed the acquisition of certain oil and natural gas properties located in five operating regions in the U.S. from subsidiaries of Devon Energy Corporation (“Devon” and the acquisition the “Devon Assets Acquisition”) for total consideration of approximately $2.24 billion. The transaction was initially financed with $2.3 billion of interim financing (see Note 4 (b)) but is intended to be ultimately financed through the sale of the Company’s Granite Wash assets as well as certain non-producing acreage in its portfolio.

As discussed in Note 2, the Devon Assets Acquisition was structured as a reverse tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended (“Reverse 1031 Exchange”). In connection with the Reverse 1031 Exchange, the Company, through its subsidiary, assigned the right to acquire from Devon legal title to the oil and natural gas properties to a variable interest entity (“VIE”). A subsidiary of LINN Energy operates the properties pursuant to a management agreement with the VIE. Because the Company is the primary beneficiary of the VIE, the VIE is included in the following unaudited pro forma condensed combined financial information. No consideration has been given to any future sale of assets anticipated to be included in a like-kind exchange.

The unaudited pro forma condensed combined balance sheet gives effect to the Devon Assets Acquisition as if the transaction had been completed as of June 30, 2014. The unaudited pro forma condensed combined statements of operations give effect to the Devon Assets Acquisition and the 2013 acquisition of Berry Petroleum Company (“Berry”) as if they had been completed as of January 1, 2013.

The pro forma financial information does not give effect to the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any other synergies that may result from the transactions and changes in commodity and share prices.

The unaudited pro forma condensed combined financial information has been prepared for informational purposes only and does not purport to represent what the actual financial position or results of operations of LINN Energy would have been had the transactions been completed as of the dates assumed, nor is this information necessarily indicative of future consolidated financial position or results of operations. The unaudited pro forma condensed combined balance sheet and statements of operations should be read in conjunction with the Company’s historical financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, the historical statements of revenues and direct operating expenses for the Devon Assets Acquisition and the notes thereto filed as Exhibit 99.1 to the Current Report on Form 8-K of which this Exhibit 99.2 is a part, and Berry’s historical financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013.

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LINN ENERGY, LLC

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

June 30, 2014

	LINN Energy Historical				Pro Forma Adjustments					LINN Energy Pro Forma
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	38,339			$	20,126			(b)	$	58,465
Accounts receivable – trade, net	549,589				1,591				(a)	551,180
Derivative instruments	91,611				—					91,611
Other current assets	107,882				9,737				(a)	117,619
Total current assets	787,421				31,454					818,875
Noncurrent assets:
Oil and natural gas properties (successful efforts method), net	14,632,448				2,295,508				(a)	16,927,956
Other property and equipment, net	540,978				22,000				(a)	562,978
Derivative instruments	175,537				—					175,537
Other noncurrent assets	132,280				41,137				(c)	173,417
Total noncurrent assets	15,481,243				2,358,645					17,839,888
Total assets	$	16,268,664			$	2,390,099				$	18,658,763
LIABILITIES AND UNITHOLDERS’ CAPITAL
Current liabilities:
Accounts payable and accrued expenses	$	860,171			$	99			(a)	$	860,270
Derivative instruments	59,907				—					59,907
Other accrued liabilities	138,378				—					138,378
Unsecured bridge loan	—				1,000,000				(b)	1,000,000
Term loan	—				1,300,000				(b)	1,300,000
Total current liabilities	1,058,456				2,300,099					3,358,555
Noncurrent liabilities:
Credit facilities	3,418,175				—					3,418,175
Term loan	500,000				—					500,000
Senior notes, net	5,726,176				—					5,726,176
Derivative instruments	8,827				—					8,827
Other noncurrent liabilities	395,907				90,000				(a)	485,907
Total noncurrent liabilities	10,049,085				90,000					10,139,085
Commitments and contingencies
Unitholders’ capital:
Units issued and outstanding	5,854,727				—					5,854,727
Accumulated deficit	(693,604		)		—					(693,604		)
	5,161,123				—					5,161,123
Total liabilities and unitholders’ capital	$	16,268,664			$	2,390,099				$	18,658,763

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

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LINN ENERGY, LLC

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Six Months Ended June 30, 2014

	LINN Energy Historical				Devon Historical				Pro Forma Adjustments					LINN Energy Pro Forma
	(in thousands, except per unit amounts)
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	1,906,727			$	277,756			$	—				$	2,184,483
Losses on oil and natural gas derivatives	(650,281		)		—				—					(650,281		)
Marketing revenues	60,819				—				—					60,819
Other revenues	13,273				—				—					13,273
	1,330,538				277,756				—					1,608,294
Expenses:
Lease operating expenses	378,934				71,139				—					450,073
Transportation expenses	90,484				—				—					90,484
Marketing expenses	44,346				—				—					44,346
General and administrative expenses	146,134				—				—					146,134
Exploration costs	2,642				—				—					2,642
Depreciation, depletion and amortization	542,236				—				87,823				(d)	632,585
									2,526				(e)
Taxes, other than income taxes	134,244				23,337				—					157,581
Losses on sale of assets and other, net	8,053				—				—					8,053
	1,347,073				94,476				90,349					1,531,898
Other income and (expenses):
Interest expense, net of amounts capitalized	(268,113		)		—				(55,976		)		(f)	(337,801		)
									(13,712		)		(g)
Other, net	(4,852		)		—				—					(4,852		)
	(272,965		)		—				(69,688		)			(342,653		)
Income (loss) before income taxes	(289,500		)		183,280				(160,037		)			(266,257		)
Income tax expense	3,707				—				—				(h)	3,707
Net income (loss)	$	(293,207	)		$	183,280			$	(160,037	)			$	(269,964	)
Net loss per unit:
Basic	$	(0.91	)											$	(0.83	)
Diluted	$	(0.91	)											$	(0.83	)
Weighted average units outstanding:
Basic	328,588													328,588
Diluted	328,588													328,588

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

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LINN ENERGY, LLC

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2013

	LINN Energy Historical				Devon Historical				Berry Historical				Pro Forma Adjustments					LINN Energy Pro Forma
	(in thousands, except per unit amounts)
Revenues and other:
Oil, natural gas and natural gas liquids sales	$	2,073,240			$	530,648			$	1,103,245			$	—				$	3,707,133
Gains (losses) on oil and natural gas derivatives	177,857				—				(34,711		)		—					143,146
Marketing revenues	54,171				—				41,819				—					95,990
Other revenues	26,387				—				949				—					27,336
	2,331,655				530,648				1,111,302				—					3,973,605
Expenses:
Lease operating expenses	372,523				151,906				325,209				—					849,638
Transportation expenses	128,440				—				32,930				—					161,370
Marketing expenses	37,892				—				30,078				—					67,970
General and administrative expenses	236,271				—				122,991				(93,260		)		(i)	266,002
Exploration costs	5,251				—				24,048				—					29,299
Depreciation, depletion and amortization	829,311				—				279,757				188,883				(d)	1,302,807
													4,856				(e)
Impairment of long-lived assets	828,317				—				—				—					828,317
Taxes, other than income taxes	138,631				44,279				41,509				—					224,419
(Gains) losses on sale of assets and other, net	13,637				—				(23		)		—					13,614
	2,590,273				196,185				856,499				100,479					3,743,436
Other income and (expenses):
Interest expense, net of amounts capitalized	(421,137		)		—				(96,127		)		(105,330		)		(f)	(650,019		)
													(27,425		)		(g)
Loss on extinguishment of debt	(5,304		)		—				—				—					(5,304		)
Other, net	(8,477		)		—				51				—					(8,426		)
	(434,918		)		—				(96,076		)		(132,755		)			(663,749		)
Income (loss) before income taxes	(693,536		)		334,463				158,727				(233,234		)			(433,580		)
Income tax expense (benefit)	(2,199		)		—				65,280				(65,280		)		(h)	(2,199		)
Net income (loss)	$	(691,337	)		$	334,463			$	93,447			$	(167,954	)			$	(431,381	)
Net loss per unit:
Basic	$	(2.94	)															$	(1.32	)
Diluted	$	(2.94	)															$	(1.32	)
Weighted average units outstanding:
Basic	237,544												93,757				(j)	331,301
Diluted	237,544												93,757				(j)	331,301

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

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LINN ENERGY, LLC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of June 30, 2014, is derived from:

•	the historical consolidated financial statements of LINN Energy; and

•	the preliminary values assigned to the identifiable assets acquired and liabilities assumed from Devon.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2014, is derived from:

•	the historical consolidated financial statements of LINN Energy; and

•	the historical statements of revenues and direct operating expenses of the properties acquired in the Devon Assets Acquisition.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013, is derived from:

•	the historical consolidated financial statements of LINN Energy;

•	the historical statements of revenues and direct operating expenses of the properties acquired in the Devon Assets Acquisition; and

•	the historical financial statements of Berry.

Certain of Berry’s historical amounts have been reclassified to conform to LINN Energy’s presentation.

The unaudited pro forma condensed combined balance sheet gives effect to the Devon Assets Acquisition as if the transaction had been completed as of June 30, 2014. The unaudited pro forma condensed combined statements of operations give effect to the Devon Assets Acquisition and the acquisition of Berry as if the transactions had been completed as of January 1, 2013. The transactions and the related adjustments are described in the accompanying notes. In the opinion of LINN Energy management, all adjustments have been made that are necessary to present fairly, in accordance with Regulation S-X, the pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial information has been prepared for informational purposes only and does not purport to represent what the actual financial position or results of operations of LINN Energy would have been had the transactions been completed as of the dates assumed, nor is this information necessarily indicative of future consolidated financial position or results of operations. In addition, future results may vary significantly from those reflected in such statements due to factors described in “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, subsequent updates included in the Company’s Quarterly Reports on Form 10-Q and elsewhere in the Company’s reports and filings with the Securities and Exchange Commission (“SEC”).

The unaudited pro forma condensed combined balance sheet and statements of operations should be read in conjunction with the Company’s historical financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, the historical statements of revenues and direct operating expenses for the Devon Assets Acquisition and the notes thereto filed as Exhibit 99.1 to the Current Report on Form 8-K of which this Exhibit 99.2 is a part, and Berry’s historical financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013.

Note 2 – Consolidation of Variable Interest Entity

The Devon Assets Acquisition was structured as a reverse tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended (“Reverse 1031 Exchange”). In connection with the Reverse 1031 Exchange, the Company, through its subsidiary, assigned the right to acquire from Devon legal title to the oil and natural gas properties to a variable interest entity (“VIE”). A subsidiary of LINN Energy operates the properties pursuant to a management agreement with the VIE. Because the Company is the primary beneficiary of the VIE, the VIE is included in these unaudited pro forma condensed combined financial statements.

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LINN ENERGY, LLC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS – Continued

On August 29, 2014, the Company obtained a $1.0 billion unsecured bridge loan and advanced the net proceeds of which to the VIE to partially fund the Devon Assets Acquisition in return for an advance term note. The remaining incremental debt of $1.3 billion incurred to fund the purchase price of the Devon Assets Acquisition consisted of a senior secured term loan obtained by the VIE on August 29, 2014.

Note 3 – Acquisition Dates

The results of operations of the Devon Assets Acquisition and Berry have been included in the historical financial statements of the Company since their acquisition dates.

The Devon Assets Acquisition was completed on August 29, 2014, for total consideration of approximately $2.24 billion.

On December 16, 2013, the Company completed the transactions contemplated by the merger agreement between the Company, 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 the Company, under which LinnCo contributed Berry to the Company 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 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.

Note 4 – Pro Forma Adjustments

(a)	Preliminary Allocation of the Purchase Price for the Devon Assets Acquisition

The acquisition is accounted for under the acquisition method of accounting. Accordingly, the Company conducts assessments of net assets acquired and recognizes amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition are expensed as incurred. The initial accounting for the Devon Assets Acquisition is not complete because the evaluation necessary to assess the fair values of certain net assets acquired is still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date.

The following presents the values assigned to the net assets for the Devon Assets Acquisition as of the acquisition date (in thousands):

Assets:
Current	$	11,328
Oil and natural gas properties	2,295,508
Other property and equipment	22,000
Total assets acquired	2,328,836
Liabilities:
Accounts payable	99
Asset retirement obligations	90,000
Total liabilities assumed	90,099
Net assets acquired	$	2,238,737

Current assets consist of accounts receivable and inventory.

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LINN ENERGY, LLC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS – Continued

(b)

Reflects the incremental debt of $2.3 billion incurred to initially fund the purchase price of the Devon Assets Acquisition. The acquisition is intended to be ultimately financed through the sale of the Company’s Granite Wash assets as well as certain non-producing acreage in its portfolio. On August 29, 2014, the Company obtained a $1.0 billion unsecured bridge loan with an original maturity date of August 29, 2015, and advanced the net proceeds to the VIE to partially fund the Devon Assets Acquisition in return for an advance term note (see Note 2). The remaining incremental debt of $1.3 billion incurred to fund the purchase price of the Devon Assets Acquisition consisted of a senior secured term loan with an original maturity date of August 28, 2015, obtained by the VIE on August 29, 2014. The Company currently intends to fully repay or refinance the unsecured bridge loan and senior secured term loan prior to the original maturity dates. The Company has not presented the effects of this refinancing as if the transaction had been financed directly into a permanent financing structure since this refinancing structure is not committed or finalized.

The approximate $20 million of net proceeds in excess of the Devon Assets Acquisition purchase price is reflected as cash.

(c)	Reflects deferred financing fees related to the issuance of $2.3 billion incremental debt incurred to fund the purchase price of the Devon Assets Acquisition, which are amortized over the life of the debt agreement.

(d)	Reflects incremental depreciation, depletion and amortization expense, using the units-of-production method, related to oil and natural gas properties acquired and using an estimated useful life of 10 years for the Devon Assets Acquisition and 20 years for the Berry acquisition for other property and equipment as follows:

•	for the period from January 1, 2014 through June 30, 2014, and for the year ended December 31, 2013, approximately $88 million and $176 million, respectively, related to the Devon Properties

•	for the period from January 1, 2013 through December 16, 2013, approximately $13 million related to Berry’s proved oil and natural gas properties and other property and equipment

(e)	Reflects accretion expense related to asset retirement obligations on oil and natural gas properties acquired in the Devon Assets Acquisition of approximately $3 million and $5 million for the period from January 1, 2014 through June 30, 2014, and for the year ended December 31, 2013, respectively.

(f)	Reflects interest expense as follows:

•

increase of interest expense of approximately $56 million and $112 million for the period from January 1, 2014 through June 30, 2014, and for the year ended December 31, 2013, respectively, related to incremental debt of $2.3 billion incurred to fund the purchase price of the Devon Assets Acquisition; the assumed weighted average interest rate was approximately 6.69% for the $1.0 billion unsecured bridge loan and approximately 3.47% for the $1.3 billion senior secured term loan

•	reduction of interest expense of approximately $7 million for the period from January 1, 2013 through December 16, 2013, related to the amortization of the adjustment to fair value of Berry’s debt using the effective interest rate method

A 1/8 percentage change in the assumed interest rates of the unsecured bridge loan and senior secured term loan used to fund the Devon Assets Acquisition would result in an adjustment to pro forma net income of approximately $1.5 million and $3 million for the period from January 1, 2014 through June 30, 2014, and for the year ended December 31, 2013, respectively.

(g)	Reflects incremental amortization of deferred financing fees associated with debt incurred to fund the purchase price of the Devon Assets Acquisition.

(h)	The Company is treated as a partnership for federal and state income tax purposes. Accordingly, no recognition has been given to federal and state income taxes in the accompanying unaudited pro forma condensed combined statements of operations.

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LINN ENERGY, LLC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS – Continued

(i)

Reflects transaction costs of approximately $93 million related to the Berry acquisition included in the historical statements of operations for the year ended December 31, 2013, consisting of investment banking fees, legal fees and other acquisition-related transaction costs. The transaction costs are excluded from the pro forma statement of operations as they reflect nonrecurring charges not expected to have a continuing impact on the combined results.

(j)	Reflects approximately 93.8 million LINN Energy units assumed to be issued on January 1, 2013, in conjunction with the Berry acquisition.

Note 5 – Supplemental Oil and Natural Gas Reserve Information

The following tables set forth certain unaudited pro forma information concerning LINN Energy’s proved oil, natural gas and natural gas liquids (“NGL”) reserves for the year ended December 31, 2013, giving effect to the oil and natural gas properties acquired from Devon as if the acquisition had occurred on January 1, 2013.

	Year Ended December 31, 2013
	LINN Energy Historical			Devon Historical			LINN Energy Pro Forma
	Natural Gas (Bcf)
Proved developed and undeveloped reserves:
Beginning of year	2,571			943			3,514
Revisions of previous estimates	(17	)		80			63
Purchase of minerals in place	356			—			356
Sales of minerals in place	(24	)		—			(24	)
Extensions, discoveries and other additions	286			—			286
Production	(162	)		(94	)		(256	)
End of year	3,010			929			3,939
Proved developed reserves:
Beginning of year	1,661			924			2,585
End of year	2,027			919			2,946
Proved undeveloped reserves:
Beginning of year	910			19			929
End of year	983			10			993

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LINN ENERGY, LLC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS – Continued

	Year Ended December 31, 2013
	LINN Energy Historical			Devon Historical			LINN Energy Pro Forma
	Oil and NGL (MMBbls)
Proved developed and undeveloped reserves:
Beginning of year	370.9			60.1			431.0
Revisions of previous estimates	(23.3	)		(1.7	)		(25.0	)
Purchase of minerals in place	208.9			—			208.9
Sales of minerals in place	(8.1	)		—			(8.1	)
Extensions, discoveries and other additions	40.2			—			40.2
Production	(23.0	)		(4.7	)		(27.7	)
End of year	565.6			53.7			619.3
Proved developed reserves:
Beginning of year	244.4			54.6			299.0
End of year	385.6			50.7			436.3
Proved undeveloped reserves:
Beginning of year	126.5			5.5			132.0
End of year	180.0			3.0			183.0

	Year Ended December 31, 2013
	LINN Energy Historical			Devon Historical			LINN Energy Pro Forma
	Total (Bcfe)
Proved developed and undeveloped reserves:
Beginning of year	4,796			1,304			6,100
Revisions of previous estimates	(157	)		70			(87	)
Purchase of minerals in place	1,610			—			1,610
Sales of minerals in place	(73	)		—			(73	)
Extensions, discoveries and other additions	527			—			527
Production	(300	)		(123	)		(423	)
End of year	6,403			1,251			7,654
Proved developed reserves:
Beginning of year	3,127			1,252			4,379
End of year	4,340			1,223			5,563
Proved undeveloped reserves:
Beginning of year	1,669			52			1,721
End of year	2,063			28			2,091

Summarized in the following table is information for the standardized measure of discounted cash flows relating to proved reserves as of December 31, 2013, giving effect to the Devon Assets Acquisition. There are no future income tax expenses because the Company is not subject to federal income taxes. Limited liability companies are subject to state income taxes in Texas; however, these amounts are immaterial.

The standardized measure of discounted future net cash flows does not purport to be, nor should it be interpreted to present, the fair value of the oil and natural gas reserves of the properties. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, the value of unproved properties, and consideration of

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LINN ENERGY, LLC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS – Continued

expected future economic and operating conditions. For a discussion of the assumptions used in preparing the information presented, refer to the Company’s financial statements for the year ended December 31, 2013, as well as to the historical statements of revenues and direct operating expenses of the Devon Assets Acquisition included as Exhibit 99.1 to the Current Report on Form 8-K of which this Exhibit 99.2 is a part.

	Year Ended December 31, 2013
	LINN Energy Historical				Devon Historical				LINN Energy Pro Forma
	(in thousands)
Future estimated revenues	$	51,112,346			$	5,380,715			$	56,493,061
Future estimated production costs	(19,306,728		)		(2,574,747		)		(21,881,475		)
Future estimated development costs	(5,110,896		)		(573,680		)		(5,684,576		)
Future net cash flows	26,694,722				2,232,288				28,927,010
10% annual discount for estimated timing of cash flows	(14,795,393		)		(958,201		)		(15,753,594		)
Standardized measure of discounted future net cash flows	$	11,899,329			$	1,274,087			$	13,173,416
Representative prices: (1)
Natural gas (MMBtu)	$	3.67			$	3.37
Oil (Bbl)	$	96.89			$	88.04

(1)	In accordance with SEC regulations, reserves at December 31, 2013, were estimated using the average price during the 12-month period, determined as an unweighted average of the first-day-of-the-month price for each month, excluding escalations based upon future conditions. The average price used to estimate reserves is held constant over the life of the reserves.

The following table summarizes the principal sources of change in the standardized measure of discounted future net cash flows:

	Year Ended December 31, 2013
	LINN Energy Historical				Devon Historical				LINN Energy Pro Forma
	(in thousands)
Sales and transfers of oil, natural gas and NGL produced during the period	$	(1,433,075	)		$	(325,748	)		$	(1,758,823	)
Changes in estimated future development costs	317,064				145,294				462,358
Net change in sales and transfer prices and production costs related to future production	203,370				341,444				544,814
Purchase of minerals in place	5,113,335				—				5,113,335
Sales of minerals in place	(139,384		)		—				(139,384		)
Extensions, discoveries, and improved recovery	801,254				—				801,254
Previously estimated development costs incurred during the period	444,861				—				444,861
Net change due to revisions in quantity estimates	(220,224		)		(38,596		)		(258,820		)
Accretion of discount	607,298				114,009				721,307
Changes in production rates and other	131,849				14,960				146,809
	$	5,826,348			$	251,363			$	6,077,711

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LINN ENERGY, LLC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS – Continued

The data presented should not be viewed as representing the expected cash flow from, or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions. The required projection of production and related expenditures over time requires further estimates with respect to pipeline availability, rates of demand and governmental control. Actual future prices and costs are likely to be substantially different from the current prices and costs utilized in the computation of reported amounts. Any analysis or evaluation of the reported amounts should give specific recognition to the computational methods utilized and the limitations inherent therein.

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