California Resources (CRC) 10-Q 2 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2018shares
Document and Entity Information
Entity Registrant Name	California Resources Corp
Entity Central Index Key	1,609,253
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	48,352,957
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2018		Dec. 31, 2017
CURRENT ASSETS
Cash	$ 42		$ 20
Trade receivables	282		277
Inventories	63		56
Other current assets, net	172		130
Total current assets	559		483
PROPERTY, PLANT AND EQUIPMENT	22,146		21,260
Accumulated depreciation, depletion and amortization	(15,812)		(15,564)
Total property, plant and equipment, net	6,334		5,696
OTHER ASSETS	47		28
TOTAL ASSETS	6,940		6,207
CURRENT LIABILITIES
Accounts payable	330		257
Accrued liabilities	563		475
Total current liabilities	893		732
LONG-TERM DEBT	5,075		5,306
DEFERRED GAIN AND ISSUANCE COSTS, NET	265		287
OTHER LONG-TERM LIABILITIES	617		602
MEZZANINE EQUITY
Redeemable noncontrolling interest	735
EQUITY
Preferred stock (20 million shares authorized at $0.01 par value) no shares outstanding at June 30, 2018 and December 31, 2017
Common stock (200 million shares authorized at $0.01 par value) outstanding shares (June 30, 2018 - 48,352,957 and December 31, 2017 - 42,901,946)
Additional paid-in capital	4,985		4,879
Accumulated deficit	(5,754)		(5,670)
Accumulated other comprehensive loss	(20)		(23)
Total equity attributable to common stock	(789)		(814)
Noncontrolling interests	144		94
Total equity	(645)	[1]	(720)
TOTAL LIABILITIES AND EQUITY	$ 6,940		$ 6,207
[1]	Excludes redeemable noncontrolling interest recorded in mezzanine equity. See Note 6 Joint Ventures for more information.

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Condensed Consolidated Balance Sheets
Preferred stock, authorized shares	20,000,000	20,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, outstanding shares	0	0
Common stock, authorized shares	200,000,000	200,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, outstanding shares	48,352,957	42,901,946

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
REVENUES AND OTHER
Oil and gas sales	$ 657	$ 439	$ 1,232	$ 926
Net derivative (loss) gain from commodity contracts	(167)	43	(205)	116
Other revenue	59	34	131	64
Total revenues and other	549	516	1,158	1,106
COSTS AND OTHER
Production costs	231	216	443	427
General and administrative expenses	90	59	153	122
Depreciation, depletion and amortization	125	138	244	278
Taxes other than on income	37	31	75	64
Exploration expense	6	6	14	12
Other expenses, net	49	25	110	47
Total costs and other	538	475	1,039	950
OPERATING INCOME	11	41	119	156
NON-OPERATING (LOSS) INCOME
Interest and debt expense, net	(94)	(83)	(186)	(167)
Net gain on early extinguishment of debt	24		24	4
Gain on asset divestitures	1		1	21
Other non-operating expenses	(5)	(5)	(12)	(9)
(LOSS) INCOME BEFORE INCOME TAXES	(63)	(47)	(54)	5
Income tax	0	0	0	0
NET (LOSS) INCOME	(63)	(47)	(54)	5
Net income attributable to noncontrolling interests	(19)	(1)	(30)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK	$ (82)	$ (48)	$ (84)	$ 5
Net (loss) income attributable to common stock per share
Basic and diluted (in dollars per share)	$ (1.70)	$ (1.13)	$ (1.81)	$ 0.12

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Condensed Consolidated Statements of Comprehensive Income
Net (loss) income		$ (63)	$ (47)	$ (54)	$ 5
Other comprehensive income items:
Reclassification of realized losses on pension and postretirement benefits to income	[1]	1		3	3
Total other comprehensive income		1		3	3
Comprehensive income attributable to noncontrolling interest		(19)	(1)	(30)
Comprehensive (loss) income attributable to common stock		$ (81)	$ (48)	$ (81)	$ 8
[1]	No associated tax for the three and six months ended June 30, 2018 and 2017. See Note 11 Pension and Postretirement Benefit Plans, for additional information.

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Condensed Consolidated Statements of Comprehensive Income
Pension and postretirement income, associated tax	$ 0	$ 0	$ 0	$ 0

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss) income	$ (54)	$ 5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	244	278
Net derivative loss (gain) from commodity contracts	205	(116)
Net (payments) proceeds on settled commodity derivatives	(99)	7
Net gain on early extinguishment of debt	(24)	(4)
Amortization of deferred gain	(38)	(37)
Gain on asset divestitures	(1)	(21)
Other non-cash charges to income, net	39	28
Dry hole expenses	4	1
Changes in operating assets and liabilities, net	(42)	(21)
Net cash provided by operating activities	234	120
CASH FLOW FROM INVESTING ACTIVITIES
Capital investments	(327)	(132)
Changes in capital investment accruals	22	26
Asset divestitures	13	33
Acquisitions	(512)
Other	(3)	(1)
Net cash used in investing activities	(807)	(74)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from 2014 Revolving Credit Facility	1,150	728
Repayments of 2014 Revolving Credit Facility	(1,236)	(733)
Payments on 2014 Term Loan		(66)
Debt repurchases	(119)	(24)
Debt transaction costs		(2)
Contributions from noncontrolling interest holders, net	796	49
Distributions paid to noncontrolling interest holders	(41)	(1)
Issuance of common stock	50	1
Shares canceled for taxes	(5)	(1)
Net cash provided (used) by financing activities	595	(49)
Increase (decrease) in cash	22	(3)
Cash-beginning of period	20	12
Cash-end of period	$ 42	$ 9

Condensed Consolidated Stateme8

Condensed Consolidated Statements of Equity - USD ($) $ in Millions		Equity Attributable to Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Equity Attributable to Noncontrolling Interest	Total
Balance at Dec. 31, 2016		$ (557)	$ 4,861	$ (5,404)	$ (14)		$ (557)
Increase (decrease) in Equity
Net income (loss)		5		5			5
Contributions from noncontrolling interest holders, net						$ 49	49
Distributions paid to noncontrolling interest holders						(1)	(1)
Other comprehensive income		3			3		3
Share-based compensation, net		10	10				10
Balance at Jun. 30, 2017		(539)	4,871	(5,399)	(11)	48	(491)
Balance at Dec. 31, 2017		(814)	4,879	(5,670)	(23)	94	(720)
Increase (decrease) in Equity
Net income (loss)		(84)		(84)		(13)	(97)	[1]
Contributions from noncontrolling interest holders, net						82	82	[1]
Distributions paid to noncontrolling interest holders						(19)	(19)	[1]
Issuance of common stock	[2]	101	101				101
Other comprehensive income		3			3		3
Share-based compensation, net		5	5				5
Balance at Jun. 30, 2018		$ (789)	$ 4,985	$ (5,754)	$ (20)	$ 144	$ (645)	[1]
[1]	Excludes redeemable noncontrolling interest recorded in mezzanine equity. See Note 6 Joint Ventures for more information.
[2]	Includes $51 million in shares issued to Chevron in connection with our acquisition of Chevron's working interest in Elk Hills unit. See Note 7 Acquisitions and Divestitures for more information.

Condensed Consolidated Stateme9

Condensed Consolidated Statements of Equity (Parenthetical) $ in Millions	6 Months Ended
	Jun. 30, 2018USD ($)
Chevron
Issuance of common stock in connection with acquisition	$ 51

THE SPIN-OFF AND BASIS OF PRESE

THE SPIN-OFF AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2018
THE SPIN-OFF AND BASIS OF PRESENTATION
THE SPIN-OFF AND BASIS OF PRESENTATION	NOTE 1 THE SPIN-OFF AND BASIS OF PRESENTATION The Separation and Spin-off We are an independent oil and natural gas exploration and production company operating properties within California. We were incorporated in Delaware as a wholly owned subsidiary of Occidental Petroleum Corporation (Occidental) on April 23, 2014 and remained a wholly owned subsidiary of Occidental until November 30, 2014. On November 30, 2014, Occidental distributed shares of our common stock on a pro-rata basis to Occidental stockholders (the Spin-off). We became an independent, publicly traded company on December 1, 2014. Occidental initially retained approximately 18.5% of our outstanding shares of common stock, which were distributed to Occidental stockholders on March 24, 2016. Except when the context otherwise requires or where otherwise indicated, all references to ‘‘CRC,’’ the ‘‘company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to California Resources Corporation and its subsidiaries, and all references to ‘‘Occidental’’ refer to Occidental Petroleum Corporation, our former parent, and its subsidiaries. Basis of Presentation In the opinion of our management, the accompanying financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present our financial position as of June 30, 2018 and December 31, 2017 and the statements of operations, comprehensive income, cash flows and equity for the three and six months ended June 30, 2018 and 2017, as applicable. We have eliminated all significant intercompany transactions and accounts. We account for our share of oil and gas exploration and production ventures in which we have a direct working interest by reporting our proportionate share of assets, liabilities, revenues, costs and cash flows within the relevant lines on our balance sheets, statements of operations and cash flows. We have prepared this report pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC) applicable to interim financial information, which permit the omission of certain disclosures to the extent they have not changed materially since the latest annual financial statements. We believe our disclosures are adequate to make the information not misleading. This Form 10-Q should be read in conjunction with the consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2017. Certain prior year amounts have been reclassified to conform to the 2018 presentation. On the statements of operations, we reclassified interest cost, expected return on assets, amortization of prior service costs and settlements/curtailments, all associated with defined benefit pension plans, from general and administrative expenses to other non-operating expenses, net in accordance with new accounting rules. See Note 2 Accounting and Disclosure Changes for more information.

ACCOUNTING AND DISCLOSURE CHANG

ACCOUNTING AND DISCLOSURE CHANGES	6 Months Ended
	Jun. 30, 2018
ACCOUNTING AND DISCLOSURE CHANGES
ACCOUNTING AND DISCLOSURE CHANGES	NOTE 2 ACCOUNTING AND DISCLOSURE CHANGES Recently Issued Accounting and Disclosure Changes In February 2016, the Financial Accounting Standards Board (FASB) issued rules requiring lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months and to include qualitative and quantitative disclosures with respect to the amount, timing, and uncertainty of cash flows arising from leases. In January 2018, the FASB issued an update to the lease standard providing an optional transition approach for land easements allowing entities to evaluate only new or modified land easements. These rules will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. We have completed a preliminary analysis of our leases and will be implementing processes to ensure compliance in the second half of the year. We expect the adoption of these rules to increase both our assets and liabilities by the same amount, which could be significant. Recently Adopted Accounting and Disclosure Changes In May 2014, the FASB issued rules on the recognition of revenue that created Topic 606 (ASC 606), superseded existing revenue recognition requirements under GAAP, and required an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The new rules required certain sales-related costs to be reported as other expense as opposed to being netted against oil and gas sales or other revenue. We adopted ASC 606 on January 1, 2018 using the modified retrospective method with no adjustments to opening retained earnings. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect prior to adoption. See Note 12 Revenue Recognition for more information. In March 2017, the FASB issued rules requiring employers that sponsor defined benefit plans for pensions and postretirement benefits to present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Employers are required to present the other components of the net periodic benefit cost separately from the line item that includes the service cost and outside of any subtotal of operating income. We adopted these rules in the first quarter of 2018 with no significant impact on our financial statements. The interest cost, expected return on assets, amortization of prior service costs and settlements/curtailments have been reclassified from general and administrative expense to other non-operating expenses. We elected to use the amounts disclosed for the various components of net periodic benefit cost in the pension and postretirement benefit plans footnote as the basis of the retrospective application. In May 2017, the FASB issued rules to simplify the guidance on the modification of share-based payment awards. The amendments provide clarity on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting prospectively. We adopted these rules in the first quarter of 2018 with no impact on our financial statements. In February 2018, the FASB issued rules that give entities the option to reclassify this residual difference from AOCI to retained earnings. Components of accumulated other comprehensive income (AOCI) are recorded net of related taxes determined using prevailing rates when the components are initially recorded. When tax rates change, a difference can arise between tax amounts recorded to AOCI as compared to the expected tax amount. Our accounting policy is to remove such residual tax effects that may remain in AOCI when the related components are ultimately settled. The change in the U.S. federal corporate tax rate in December 2017 created a residual difference. We early adopted this accounting standard in the first quarter of 2018 without reclassifying this difference.

OTHER INFORMATION

OTHER INFORMATION	6 Months Ended
	Jun. 30, 2018
OTHER INFORMATION
OTHER INFORMATION	NOTE 3 OTHER INFORMATION Cash at June 30, 2018 and December 31, 2017 included approximately $23 million and $5 million, respectively, which is restricted under our joint venture agreements. Other current assets, net as of June 30, 2018 and December 31, 2017 consisted of the following: June 30, December 31, 2018 2017 (in millions) Amounts due from joint interest partners $ 86 $ 76 Derivative assets from commodities contracts 59 23 Prepaid expenses 25 19 Asset held for sale — 12 Other 2 — Other current assets, net $ 172 $ 130 In the second quarter of 2018, we divested a non-core asset that was held for sale in the prior period. See Note 7 Acquisitions and Divestitures for more information. Accrued liabilities as of June 30, 2018 and December 31, 2017 consisted of the following: June 30, December 31, 2018 2017 (in millions) Derivative liabilities from commodities contracts $ 260 $ 154 Accrued taxes other than on income 111 130 Accrued employee-related costs 77 86 Accrued interest 20 23 Other 95 82 Accrued liabilities $ 563 $ 475 Other long-term liabilities included asset retirement obligations of $417 million and $403 million at June 30, 2018 and December 31, 2017, respectively. Fair Value of Financial Instruments The carrying amounts of cash and other on-balance sheet financial instruments, other than debt, approximate fair value. Supplemental Cash Flow Information We did not make U.S. federal and state income tax payments during the six months ended June 30, 2018 and 2017. Interest paid, net of capitalized amounts, totaled approximately $212 million and $194 million for the six months ended June 30, 2018 and 2017, respectively. Non-cash financing activities in 2018 included 2.85 million shares of common stock (valued at $51 million) issued in connection with the Elk Hills transaction. See Note 7 Acquisitions and Divestitures for more on the Elk Hills transaction.

INVENTORIES

INVENTORIES	6 Months Ended
	Jun. 30, 2018
INVENTORIES
INVENTORIES	NOTE 4 INVENTORIES Inventories as of June 30, 2018 and December 31, 2017 consisted of the following: June 30, December 31, 2018 2017 (in millions) Materials and supplies $ 60 $ 53 Finished goods 3 3 Total $ 63 $ 56

DEBT

DEBT	6 Months Ended
	Jun. 30, 2018
DEBT
DEBT	NOTE 5 DEBT As of June 30, 2018 and December 31, 2017, our long-term debt consisted of the following credit agreements, second lien notes and senior notes: Outstanding Principal (in millions) Interest Rate Maturity Security June 30, December 31, 2018 2017 Credit Agreements 2014 Revolving Credit Facility $ $ 363 LIBOR plus 3.25%-4.00% ABR plus 2.25%-3.00% June 30, 2021 Shared First-Priority Lien 2017 Credit Agreement 1,300 1,300 LIBOR plus 4.75% December 31, 2022 (a) Shared First-Priority Lien 2016 Credit Agreement 1,000 1,000 LIBOR plus 10.375% ABR plus 9.375% December 31, 2021 First-Priority Lien Second Lien Notes Second Lien Notes 2,153 2,250 8% December 15, 2022 (b) Second-Priority Lien Senior Notes 5% Senior Notes due 2020 100 100 5% January 15, 2020 Unsecured 5 1/2 % Senior Notes due 2021 100 100 5.5% September 15, 2021 Unsecured 6% Senior Notes due 2024 145 193 6% November 15, 2024 Unsecured Total $ 5,075 $ 5,306 (a) The 2017 Credit Agreement is subject to a springing maturity of 91 days prior to the maturity of our 2016 Credit Agreement if more than $100 million on the 2017 Credit Agreement is outstanding at that time. (b) The Second Lien Notes require principal repayments of approximately $340 million in June 2021 and $70 million each in December 2021 and June 2022. Deferred Gain and Issuance Costs As of June 30, 2018, net deferred gain and issuance costs were $265 million, consisting of $377 million of a deferred gain offset by $76 million of deferred issuance costs and $36 million of original issue discount. The December 31, 2017 net deferred gain and issuance costs were $287 million, consisting of $415 million of a deferred gain offset by $92 million of deferred issuance costs and $36 million of original issue discount. 2014 Revolving Credit Facility As of June 30, 2018, we had approximately $550 million of available borrowing capacity, before taking into account a $150 million month-end minimum liquidity requirement. The borrowing base under this facility was reaffirmed at $2.3 billion in May 2018. Our 2014 Revolving Credit Facility also includes a sub-limit of $400 million for the issuance of letters of credit. As of June 30, 2018 and December 31, 2017, we had letters of credit outstanding of approximately $173 million and $148 million, respectively. These letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. Repurchases In the first quarter of 2018, we repurchased $2 million in aggregate principal amount of our 8% senior secured second-lien notes due December 15, 2022 (Second Lien Notes) for $1.6 million in cash, resulting in a $0.4 million pre-tax gain. In the second quarter of 2018, we repurchased $95 million and $48 million in aggregate principal amount of our Second Lien Notes and 6% senior notes due November 15, 2024 (2024 Notes), respectively, for $118 million in cash, resulting in a $24 million pre-tax gain, net of a $1 million reduction for deferred issuance costs. Fair Value We estimate the fair value of fixed-rate debt, which is classified as Level 1, based on prices from known market transactions for our instruments. The estimated fair value of our debt at June 30, 2018 and December 31, 2017, including the fair value of variable-rate debt, was approximately $4.8 billion for both periods, compared to a carrying value of approximately $5.1 billion and $5.3 billion, respectively. Other At June 30, 2018, we were in compliance with all financial and other debt covenants. All obligations under our 2014 Revolving Credit Facility, 2017 Credit Agreement and 2016 Credit Agreement (collectively, Credit Facilities) as well as our Second Lien Notes and Senior Notes are guaranteed both fully and unconditionally and jointly and severally by all of our material wholly owned subsidiaries. Excluding our interest-rate derivative contracts, a one-eighth percent change in the variable interest rates on the borrowings under our Credit Facilities on June 30, 2018 would result in a $3 million change in annual interest expense. For a detailed description of our Credit Facilities, Second Lien Notes and Senior Notes, please see our most recent Form 10-K.

JOINT VENTURES

JOINT VENTURES	6 Months Ended
	Jun. 30, 2018
JOINT VENTURES
JOINT VENTURES	NOTE 6 JOINT VENTURES Noncontrolling Interests The following table presents the changes in noncontrolling interests by joint venture partner, reported in equity and mezzanine equity on the condensed consolidated balance sheets, for the six months ended June 30, 2018 (in millions): Mezzanine Equity Equity – Attributable to Redeemable Noncontrolling Noncontrolling Interest Interest Ares JV BSP JV Total Ares JV Balance, December 31, 2017 $ — $ 94 $ 94 $ — Net (loss) income attributable to noncontrolling interests (7) (13) 43 Contributions from noncontrolling interest holders, net 714 Distributions to noncontrolling interest holders (17) (22) Balance, June 30, 2018 $ $ 119 $ 144 $ 735 Ares Management L.P. (Ares) In February 2018, we entered into a midstream JV with ECR Corporate Holdings L.P. (ECR), a portfolio company of Ares Management L.P. (Ares). This JV (Ares JV) holds the Elk Hills power plant, a 550-megawatt natural gas fired power plant, and a 200 million cubic foot per day cryogenic gas processing plant. Through one of our wholly owned subsidiaries, we hold 50% of the Class A common interest and 95.25% of the Class C common interest in the Ares JV. ECR holds 50% of the Class A common interest, 100% of the Class B preferred interest and 4.75% of the Class C common interest. We received $750 million in proceeds upon entering into the Ares JV, before $3 million for transaction costs. The Class A common and Class B preferred interests held by ECR are reported as redeemable noncontrolling interest in mezzanine equity due to an embedded optional redemption feature. The Class C common interest held by ECR is reported in equity on our condensed consolidated balance sheets. The Ares JV is required to make monthly distributions to the Class B holders. The Class B preferred interest has a deferred payment feature whereby a portion of the monthly distributions may be deferred for the first three years to the fourth and fifth year. The deferred amounts accrue an additional return. Distributions to the Class B preferred interest holders are reported as a reduction to mezzanine equity on our condensed consolidated balance sheets. The Ares JV is also required to distribute its excess cash flow over its working capital requirements, on a pro-rata basis, to the Class C common interests. We can cause the Ares JV to redeem ECR's Class A and Class B interests, in whole, but not in part, at any time by paying $750 million for the Class B interest and $60 million for the Class A interest, plus any previously accrued but unpaid preferred distributions and a make-whole payment if the redemption happens prior to five years from inception. We have the option to extend the redemption period for up to an additional two and one-half years, in which case the interests can be redeemed for $750 million for the Class B interest and $80 million for the Class A interest, plus any previously accrued but unpaid preferred distributions and a make-whole payment if the redemption happens prior to seven and one-half years from inception. If we do not exercise our option to redeem at the end of the seven and one-half year period, ECR can either sell its Class A and Class B interests or cause the sale or lease of the Ares JV assets. Our condensed consolidated statements of operations reflect the full operations of our Ares JV, with ECR's share of net income reported in net income attributable to noncontrolling interests. In the first quarter of 2018 and in connection with the formation of the Ares JV, an Ares-led investor group purchased approximately 2.3 million shares of our common stock in a private placement for an aggregate purchase price of $50 million. Benefit Street Partners (BSP) In February 2017, we entered into a joint venture with BSP (BSP JV) where BSP will contribute up to $250 million, subject to agreement of the parties, in exchange for a preferred interest in the BSP JV. BSP is entitled to preferential distributions and, if BSP receives cash distributions equal to a predetermined threshold, the preferred interest is automatically redeemed in full with no additional payment. BSP funded three $50 million tranches, before transaction costs, in March 2017, July 2017 and June 2018. The funds contributed by BSP are used to develop certain of our oil and gas properties. The BSP JV holds net profits interests (NPI) in existing and future cash flow from certain of our properties and the proceeds from the NPI are used by the BSP JV to (1) pay quarterly minimum distributions to BSP, (2) pay for development costs within the project area, upon mutual agreement between members, and (3) make distributions to BSP until the predetermined threshold is achieved. Our consolidated results reflect the full operations of our BSP JV, with BSP's share of net income being reported in net income attributable to noncontrolling interests on our condensed consolidated statements of operations. Other Macquarie Infrastructure and Real Assets Inc. (MIRA) Our consolidated results include our working interest share in a joint venture we entered into with Macquarie Infrastructure and Real Assets Inc. (MIRA) in April 2017. Subject to the agreement of the parties, MIRA will invest up to $300 million to develop certain of our oil and gas properties in exchange for a 90% working interest in the related properties. MIRA will fund 100% of the development cost of such properties. Our 10% working interest increases to 75% if MIRA receives cash distributions equal to a predetermined threshold return. MIRA initially committed $160 million, which was intended to be invested over two years. In June 2018, the parties amended the joint development program to $140 million. The agreement provides for a commitment of up to 110% of the program amount. MIRA invested $58 million in 2017 and $28 million in the first half of 2018. MIRA expects to contribute the remaining $54 million for drilling projects in the second half of 2018 and through the first quarter of 2019.

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS AND DIVESTITURES	6 Months Ended
	Jun. 30, 2018
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES	NOTE 7 ACQUISITIONS AND DIVESTITURES Acquisitions On April 9, 2018, we acquired the remaining working, surface and mineral interests in the 47,000-acre Elk Hills unit from Chevron U.S.A., Inc. (Chevron) (the Elk Hills transaction) for approximately $518 million, including $5 million of liabilities assumed relating to asset retirement obligations and customary purchase price adjustments. We accounted for the Elk Hills transaction as a business combination. After the transaction, we hold all of the working, surface and mineral interests in the Elk Hills unit. The effective date of the transaction was April 1, 2018. As part of the Elk Hills transaction, Chevron reduced its royalty interest in one of our oil and gas properties by half and extended the time frame to invest the remainder of our capital commitment on that property by two years, to the end of 2020. As of June 30, 2018, the remaining commitment was approximately $23 million. Any deficiency in meeting this capital investment obligation will be paid in cash. We expect to fulfill the capital investment requirement within the extended period. In addition, the parties mutually agreed to release each other from pending claims with respect to the Elk Hills field. The following table summarizes the total consideration, including customary closing adjustments, and the allocation of the consideration based on the fair value of the assets acquired as of the acquisition date: At June 30, 2018 (in millions) Consideration: Cash $ 462 Amounts due from Chevron (2) Common stock issued (2.85 million shares) 51 Liabilities assumed 7 $ 518 Identifiable assets acquired: Proved properties $ 435 Other property and equipment 77 Materials and supplies 6 $ 518 The results of operations for the Elk Hills transaction were included in our condensed consolidated financial statements subsequent to the closing date. On April 2, 2018, we acquired an office building in Bakersfield, California for $48.4 million, which we believe is significantly less than the estimated replacement value of the property and the land. We currently have approximately 500 employees using eight different locations in Bakersfield across multiple leases. We expect that the new building will create significant value by bringing our Bakersfield employees together into a single location over the next 12 to 15 months, which will increase the efficiency, effectiveness and collaboration of these employees. This building was the only available office space in the Bakersfield area large enough to allow us to consolidate our workforce into a single location. For the initial eight months, a former owner of the building will occupy most of the space as a tenant, from which we expect to generate rental income of approximately $4 million in 2018. In December 2018, this tenant will downsize the space they are leasing, with a corresponding reduction in rent, until December 2022. The vacated space will be available to lease to other tenants to generate additional income. In addition, the unimproved land may be monetized in the future. Approximately $6 million of the purchase price was allocated to the in-place leases, which is included in other assets and will be amortized into other expenses, net. Divestitures During the six months ended June 30, 2018, we divested a non-core asset resulting in $13 million of proceeds and a $1 million gain. During the six months ended June 30, 2017, we divested non-core assets resulting in $33 million of proceeds and a $21 million gain.

LAWSUITS, CLAIMS, COMMITMENTS A

LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2018
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES	NOTE 8 LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES We, or certain of our subsidiaries, are involved, in the normal course of business, in lawsuits, environmental and other claims and other contingencies that seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief. We accrue reserves for currently outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. Reserve balances at June 30, 2018 and December 31, 2017 were not material to our condensed consolidated balance sheets as of such dates. We also evaluate the amount of reasonably possible losses that we could incur as a result of these matters. We believe that reasonably possible losses that we could incur in excess of reserves accrued would not be material to our consolidated financial position or results of operations. We, our subsidiaries, or both, have indemnified various parties against specific liabilities those parties might incur in the future in connection with the Spin-off, purchases and other transactions that they have entered into with us. These indemnities include indemnities made to Occidental against certain tax-related liabilities that may be incurred by Occidental relating to the Spin-off and liabilities related to operation of our business while it was still owned by Occidental. As of June 30, 2018, we are not aware of material indemnity claims pending or threatened against the company.

DERIVATIVES

DERIVATIVES	6 Months Ended
	Jun. 30, 2018
DERIVATIVES
DERIVATIVES	NOTE 9 DERIVATIVES General We use a variety of derivative instruments to protect our cash flow, operating margin and capital program from the cyclical nature of commodity prices. These derivatives are intended to help us maintain adequate liquidity and improving our ability to comply with the covenants of our Credit Facilities in case of price deterioration. We will continue to be strategic and opportunistic in implementing our hedging program as market conditions permit. Derivatives are carried at fair value and on a net basis when a legal right of offset exists with the same counterparty. Commodity Contracts As of June 30, 2018, we did not have any derivatives designated as hedges. Unless otherwise indicated, we use the term "hedge" to describe derivative instruments that are designed to achieve our hedging program goals, even though they are not necessarily accounted for as cash-flow or fair-value hedges. As part of our hedging program, we entered into a number of derivative transactions that resulted in the following Brent-based crude oil contracts as of June 30, 2018: Q3 Q4 Q1 Q2 Q3 Q4 FY FY 2018 2018 2019 2019 2019 2019 2020 2021 Sold Calls: Barrels per day 6,127 16,086 16,057 6,023 991 961 503 — Weighted-average price per barrel $ 60.24 $ 58.91 $ 65.75 $ 67.01 $ 60.00 $ 60.00 $ 60.00 $ — Purchased Calls: Barrels per day — — 2,000 — — — — — Weighted-average price per barrel $ — $ — $ 71.00 $ — $ — $ — $ — $ — Purchased Puts: Barrels per day 6,922 1,851 34,793 31,733 11,676 1,623 1,506 574 Weighted-average price per barrel $ 61.31 $ 51.70 $ 62.77 $ 66.21 $ 62.79 $ $ 47.97 $ 45.00 Sold Puts: Barrels per day 24,000 19,000 35,000 25,000 10,000 — — — Weighted-average price per barrel $ 46.04 $ 45.00 $ 50.71 $ 54.00 $ 50.00 $ — $ — $ — Swaps: Barrels per day 48,000 29,000 (1) 7,000 (2) — — — — — Weighted-average price per barrel $ 60.35 $ 60.50 $ 67.71 $ — $ — $ — $ — $ — Note: Additional hedges for 2019 were put in place after June 30, 2018 that are not included in the table above. (1) Certain of our counterparties have options to increase swap volumes by up to 19,000 barrels per day at a weighted-average Brent price of $60.13 for the fourth quarter of 2018. (2) Certain of our counterparties have options to increase swap volumes by up to 5,000 barrels per day at a weighted-average Brent price of $70.00 for the first quarter of 2019. As of June 30, 2018, a small portion of the crude oil derivatives in the table above were entered into by the BSP JV, including all of the 2020 and 2021 hedges. This joint venture also entered into natural gas swaps for insignificant volumes for periods through May 2021. The outcomes of the derivative instruments are as follows: · Sold calls – we make settlement payments for prices above the indicated weighted-average price per barrel. · Purchased calls – we receive settlement payments for prices above the indicated weighted-average price per barrel. · Purchased puts – we receive settlement payments for prices below the indicated weighted-average price per barrel. · Sold puts – we make settlement payments for prices below the indicated weighted-average price per barrel. From time to time, we may use combinations of these and other derivative instruments to increase the efficacy of our commodity hedging program. Interest-Rate Contracts In May 2018, we entered into derivative contracts that limit our interest rate exposure with respect to $1.3 billion of our variable-rate indebtedness. These interest-rate contracts reset monthly and require the counterparties to pay any excess interest owed on such amount in the event the one-month LIBOR exceeds 2.75% for any monthly period prior to May 4, 2021. Fair Value of Derivatives Our derivative contracts are measured at fair value using industry-standard models with various inputs, including quoted forward prices, and are classified as Level 2 in the required fair value hierarchy for the periods presented. We recognize fair value changes on derivative instruments in each reporting period. The changes in fair value result from new positions and settlements that occurred during the period, as well as the relationship between contract prices or interest rates and the associated forward curves. Commodity Contracts The following table presents the fair values (at gross and net) of our outstanding commodity derivatives as of June 30, 2018 and December 31, 2017 (in millions): June 30, 2018 Gross Gross Net Fair Value Amounts Amounts Presented in Recognized at Offset in the the Balance Balance Sheet Classification Fair Value Balance Sheet Sheet Assets: Other current assets $ 59 $ — $ 59 Other assets 7 — 7 Liabilities: Accrued liabilities (260) — (260) Other long-term liabilities (6) — (6) Total derivatives $ (200) $ — $ (200) December 31, 2017 Gross Gross Net Fair Value Amounts Amounts Presented in Recognized at Offset in the the Balance Balance Sheet Classification Fair Value Balance Sheet Sheet Assets: Other current assets $ 39 $ (16) $ 23 Other assets 1 — 1 Liabilities: Accrued liabilities (170) 16 (154) Other long-term liabilities (3) — (3) Total derivatives $ (133) $ — $ (133) Interest-Rate Contracts As of June 30, 2018, we reported the fair value of our interest rate derivatives of $8 million in other assets on our condensed consolidated balance sheets. For both the three and six months ended June 30, 2018, we reported a $1 million loss on these contracts in other non-operating expense on our condensed consolidated statements of operations.

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 2018
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE 10 EARNINGS PER SHARE We compute basic and diluted earnings per share (EPS) using the two-class method required for participating securities. Certain of our restricted and performance stock awards are considered participating securities because they have non-forfeitable dividend rights at the same rate as our common stock. Under the two-class method, undistributed earnings allocated to participating securities are subtracted from net income attributable to common stock in determining net income available to common stockholders. In loss periods, no allocation is made to participating securities because participating securities do not share in losses. For basic EPS, the weighted-average number of common shares outstanding excludes outstanding shares related to unvested restricted stock awards. For diluted EPS, the basic shares outstanding are adjusted by adding all potentially dilutive securities. The following table presents the calculation of basic and diluted EPS for the three and six months ended June 30, 2018 and 2017: Three months ended Six months ended June 30, June 30, 2018 2017 2018 2017 (in millions, except per-share amounts) Basic EPS calculation Net (loss) income $ (63) $ (47) $ (54) $ 5 Net income attributable to noncontrolling interest (19) (1) (30) — Net (loss) income attributable to common stock (82) (48) (84) 5 Less: net income allocated to participating securities — — — — Net (loss) income available to common stockholders $ (82) $ (48) $ (84) $ 5 Weighted-average common shares outstanding - basic 48.2 42.4 46.3 42.4 Basic EPS $ (1.70) $ (1.13) $ (1.81) $ 0.12 Diluted EPS calculation Net (loss) income $ (63) $ (47) $ (54) $ 5 Net income attributable to noncontrolling interest (19) (1) (30) — Net (loss) income attributable to common stock (82) (48) (84) 5 Less: net income allocated to participating securities — — — — Net (loss) income available to common stockholders $ (82) $ (48) $ (84) $ 5 Weighted-average common shares outstanding - basic 48.2 42.4 46.3 42.4 Dilutive effect of potentially dilutive securities — — — 0.3 Weighted-average common shares outstanding - diluted 48.2 42.4 46.3 42.7 Diluted EPS $ (1.70) $ (1.13) $ (1.81) $ 0.12 Weighted-average anti-dilutive shares 3.0 2.7 2.9 1.8

PENSION AND POSTRETIREMENT BENE

PENSION AND POSTRETIREMENT BENEFIT PLANS	6 Months Ended
	Jun. 30, 2018
PENSION AND POSTRETIREMENT BENEFIT PLANS
PENSION AND POSTRETIREMENT BENEFIT PLANS	NOTE 11 PENSION AND POSTRETIREMENT BENEFIT PLANS The following table sets forth the components of the net periodic benefit costs for our defined benefit pension and postretirement benefit plans: Three months ended June 30, 2018 2017 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ — $ 1 $ — $ 1 Interest cost 1 1 1 1 Expected return on plan assets (1) — (1) — Recognized actuarial loss — — 1 — Settlement loss 2 — — — Total $ 2 $ 2 $ 1 $ 2 Six months ended June 30, 2018 2017 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ — $ $ — $ 2 Interest cost 1 2 Expected return on plan assets — (1) — Recognized actuarial loss — 1 — Settlement loss — 3 — Total $ $ $ 4 $ 4 We contributed $1 million to our defined benefit pension plans in each of the three-month periods ended June 30, 2018 and 2017. We contributed $2 million and $5 million, respectively, to our defined benefit pension plans in the six months ended June 30, 2018 and 2017. We expect to satisfy minimum funding requirements with contributions of $2 million to our defined benefit pension plans during the remainder of 2018. The 2018 and 2017 settlements were associated with early retirements.

REVENUE RECOGNITION

REVENUE RECOGNITION	6 Months Ended
	Jun. 30, 2018
REVENUE RECOGNITION
REVENUE RECOGNITION	NOTE 12 REVENUE RECOGNITION We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers, which we adopted on January 1, 2018, using the modified retrospective method, which was applied to all contracts that were not completed as of that date. Prior period results were not adjusted and continue to be reported under the accounting standards in effect for the prior period. The new standard did not affect the timing of our revenue recognition and did not impact net income; accordingly, we did not record an adjustment to the opening balance of retained earnings. We derive substantially all of our revenue from sales of oil, natural gas and natural gas liquids (NGLs), with the remaining revenue generated from marketing activities related to storage and managing excess pipeline capacity and sales of power. The following is a description of our principal activities from which we generate revenue. Revenues are recognized when control of promised goods is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods. Commodity Sales Contracts We recognize revenue from the sale of our oil, natural gas and NGL production when delivery has occurred and control passes to the customer. Our commodity contracts are short term, typically less than a year. We consider our performance obligations to be satisfied upon transfer of control of the commodity. In certain instances, transportation and processing fees are incurred by us prior to control being transferred to customers. These costs were previously offset against oil and gas sales. Upon adoption of ASC 606, we are recording these costs as a component of other expenses, net on our condensed consolidated statements of operations. Our commodity sales contracts are indexed to a market price or an average index price. We recognize revenue in the amount that we have a right to invoice once we are able to adequately estimate the consideration (i.e., when market prices are known). Our contracts with customers typically require payment within 30 days following invoicing. Electricity The electrical output of our Elk Hills power plant that is not used in our operations is sold to the grid through wholesale power marketing entities and to a utility under a power purchase and sales agreement, which includes a capacity payment. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs upon delivery of the electricity. We report electricity sales as other revenue on our condensed consolidated statements of operations. Revenue is measured as the amount of consideration we expect to receive based on average index pricing with payment due the month following the delivery of our product. Capacity payments are based on a fixed annual amount per kilowatt hour and monthly rates vary based on seasonality, which is consistent with how we earn the capacity payment. Capacity payments are settled monthly. We consider our performance obligations to be satisfied upon delivery of electricity or as the contracted amount of energy is made available to the customer in the case of capacity payments. Marketing Marketing revenues represent our activities associated with storing and transporting our production and other marketing revenue. With respect to our NGLs, we may enter into contracts, typically with durations of one year or less, for refrigerated storage services that assist us in managing the seasonality of our products. To transport our natural gas, we have entered into firm pipeline commitments. Depending on market conditions, we may have excess capacity, in which case we may enter into natural gas purchase and sale agreements with third parties. We consider our performance obligations to be satisfied upon transfer of control of the commodity. We report our marketing activities on a gross basis with purchases and costs reported in other expenses, net and sales recorded in other revenue on our condensed consolidated statements of operations. Disaggregation of Revenue The following table provides disaggregated revenue for the three and six months ended June 30, 2018 (in millions): Three months ended Six months ended June 30, 2018 June 30, 2018 Oil and gas sales: Oil $ 553 $ 1,019 NGLs 61 124 Natural gas 43 89 657 1,232 Other revenue: Electricity 21 45 Marketing 38 85 Interest income — 1 59 131 Net derivative loss from commodity contracts (167) (205) Total revenues and other $ 549 $ 1,158 The impact of the adoption of ASC 606 on our condensed consolidated statements of operations for the three and six months ended June 30, 2018 was as follows (in millions): Three months ended Six months ended June 30, 2018 June 30, 2018 As Reported Previous As Reported Previous ASC 606 U.S. GAAP Change ASC 606 U.S. GAAP Change REVENUES AND OTHER Oil and gas sales $ 657 $ 652 $ 5 $ 1,232 $ 1,220 $ 12 Net derivative loss from commodity contracts (167) (167) — (205) (205) — Other revenue 59 28 31 131 65 66 Total revenues and other 549 513 36 1,158 1,080 78 COSTS AND OTHER Production costs 231 231 — 443 443 — General and administrative expenses 90 90 — 153 153 — Depreciation, depletion and amortization 125 125 — 244 244 — Taxes other than on income 37 37 — 75 75 — Exploration expenses 6 6 — 14 14 — Other expenses, net 49 13 36 110 32 78 Total costs and other 538 502 36 1,039 961 78 OPERATING INCOME 11 11 — 119 119 — NON-OPERATING (LOSS) INCOME Interest and debt expense, net (94) (94) — (186) (186) — Net gain on early extinguishment of debt 24 24 — 24 24 — Gain on asset divestitures 1 1 — 1 1 — Other non-operating expenses (5) (5) — (12) (12) — LOSS BEFORE INCOME TAXES (63) (63) — (54) (54) — Income tax — — — — — — NET LOSS (63) (63) — (54) (54) — Net income attributable to noncontrolling interests (19) (19) — (30) (30) — NET LOSS ATTRIBUTABLE TO COMMON STOCK $ (82) $ (82) $ — $ (84) $ (84) $ — The adoption of ASC 606 did not have an impact on our condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2018
INCOME TAXES
INCOME TAXES	NOTE 13 INCOME TAXES For the three and six months ended June 30, 2018 and 2017, we did not provide any current or deferred tax provision or benefit. The difference between our statutory tax rate and our effective tax rate of zero for the periods presented is primarily related to an increase in our valuation allowance based on the expectation of a tax loss for each year. Given our recent and anticipated future earnings trends, we have recorded a full valuation allowance against our net deferred tax asset. However, the amount of the net deferred tax assets considered realizable could be adjusted if estimates change. The Tax Cuts and Jobs Act was signed into law on December 22, 2017 and included significant changes to corporate tax provisions such as a reduction in the corporate tax rate, limitations on certain corporate deductions and favorable capital recovery provisions. The California Franchise Tax Board released its summary of Federal Income Tax Changes for 2017 on April 19, 2018, which identified how these U.S. federal changes interact with California law. California law was not conformed to the corporate provisions that are the most significant to our business.

CONDENSED CONSOLIDATING FINANCI

CONDENSED CONSOLIDATING FINANCIAL INFORMATION	6 Months Ended
	Jun. 30, 2018
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	NOTE 14 CONDENSED CONSOLIDATING FINANCIAL INFORMATION Our Credit Facilities, Second Lien Notes and Senior Notes are guaranteed both fully and unconditionally and jointly and severally by our material wholly owned subsidiaries (Guarantor Subsidiaries). Certain of our subsidiaries do not guarantee our Credit Facilities, Second Lien Notes and Senior Notes (Non-Guarantor Subsidiaries) either because they hold assets that are less than 1% of our total consolidated assets or because they are not considered a "subsidiary" under the applicable financing agreement. The following condensed consolidating balance sheets as of June 30, 2018 and December 31, 2017 and the condensed consolidating statements of operations and statements of cash flows for the six months ended June 30, 2018 and 2017 reflect the condensed consolidating financial information of our parent company, CRC (Parent), our combined Guarantor Subsidiaries, our combined Non-Guarantor Subsidiaries and the elimination entries necessary to arrive at the information for CRC on a consolidated basis. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantor Subsidiaries operated as independent entities. Condensed Consolidating Balance Sheets Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated As of June 30, 2018 (in millions) Total current assets $ 14 $ 468 $ 85 $ (8) $ 559 Total property, plant and equipment, net 22 5,761 551 — 6,334 Investments in consolidated subsidiaries 5,625 141 — (5,766) — Other assets 9 24 14 — 47 TOTAL ASSETS $ 5,670 $ 6,394 $ 650 $ (5,774) $ 6,940 Total current liabilities 102 788 11 (8) 893 Long-term debt 5,075 — — — 5,075 Deferred gain and issuance costs, net 265 — — — 265 Other long-term liabilities 155 454 8 — 617 Amounts due to (from) affiliates 862 (862) — — — Mezzanine equity — — 735 — 735 Total equity (789) 6,014 (104) (5,766) (645) TOTAL LIABILITIES AND EQUITY $ 5,670 $ 6,394 $ 650 $ (5,774) $ 6,940 As of December 31, 2017 Total current assets $ 13 $ 464 $ 12 $ (6) $ 483 Total property, plant and equipment, net 24 5,580 92 — 5,696 Investments in consolidated subsidiaries 5,105 606 — (5,711) — Other assets — 27 1 — 28 TOTAL ASSETS $ 5,142 $ 6,677 $ 105 $ (5,717) $ 6,207 Total current liabilities 122 613 3 (6) 732 Long-term debt 5,306 — — — 5,306 Deferred gain and issuance costs, net 287 — — — 287 Other long-term liabilities 154 445 3 — 602 Amounts due to (from) affiliates 87 (87) — — — Total equity (814) 5,706 99 (5,711) (720) TOTAL LIABILITIES AND EQUITY $ 5,142 $ 6,677 $ 105 $ (5,717) $ 6,207 Condensed Consolidating Statements of Operations Combined Combined Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated For the three months ended June 30, 2018 (in millions) Total revenues and other $ — $ 526 $ 94 $ (71) $ 549 Total costs and other 64 499 46 (71) 538 Non-operating loss (74) — — — (74) NET (LOSS) INCOME (138) 27 48 — (63) Net income attributable to noncontrolling interests — — (19) — (19) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (138) $ 27 $ 29 $ — $ (82) For the three months ended June 30, 2017 Total revenues and other $ 18 $ 515 $ 4 $ (21) $ 516 Total costs and other 54 439 3 (21) 475 Non-operating (loss) income (88) — — — (88) NET (LOSS) INCOME (124) 76 1 — (47) Net loss attributable to noncontrolling interest — — (1) — (1) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (124) $ 76 $ — $ — $ (48) Condensed Consolidating Statements of Operations Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated For the six months ended June 30, 2018 (in millions) Total revenues and other $ 1 $ 1,111 $ 159 $ (113) $ 1,158 Total costs and other 107 960 85 (113) 1,039 Non-operating loss (173) — — — (173) NET (LOSS) INCOME (279) 151 74 — (54) Net income attributable to noncontrolling interests — — (30) — (30) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (279) $ 151 $ 44 $ — $ (84) For the six months ended June 30, 2017 Total revenues and other $ 17 $ 1,105 $ 5 $ (21) $ 1,106 Total costs and other 107 859 5 (21) 950 Non-operating (loss) income (169) 18 — — (151) NET (LOSS) INCOME (259) 264 — — 5 Net loss attributable to noncontrolling interest — — — — — NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (259) $ 264 $ — $ — $ 5 Condensed Consolidating Statements of Cash Flows Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated For the six months ended June 30, 2018 (in millions) Net cash (used) provided by operating activities $ (334) $ 480 $ 88 $ — $ 234 Net cash used in investing activities (1) (776) (30) — (807) Net cash provided (used) by financing activities 334 293 (32) — 595 (Decrease) increase in cash (1) (3) 26 — 22 Cash—beginning of period 7 8 5 — 20 Cash—end of period $ 6 $ 5 $ 31 $ — $ 42 For the six months ended June 30, 2017 Net cash (used) provided by operating activities $ (319) $ 437 $ 2 $ — $ 120 Net cash used in investing activities (1) (26) (47) — (74) Net cash provided (used) by financing activities 321 (417) 47 — (49) Increase (decrease) in cash 1 (6) 2 — (3) Cash—beginning of period — 12 — — 12 Cash—end of period $ 1 $ 6 $ 2 $ — $ 9

THE SPIN-OFF AND BASIS OF PRE24

THE SPIN-OFF AND BASIS OF PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2018
THE SPIN-OFF AND BASIS OF PRESENTATION
Basis of Presentation	Basis of Presentation In the opinion of our management, the accompanying financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present our financial position as of June 30, 2018 and December 31, 2017 and the statements of operations, comprehensive income, cash flows and equity for the three and six months ended June 30, 2018 and 2017, as applicable. We have eliminated all significant intercompany transactions and accounts. We account for our share of oil and gas exploration and production ventures in which we have a direct working interest by reporting our proportionate share of assets, liabilities, revenues, costs and cash flows within the relevant lines on our balance sheets, statements of operations and cash flows. We have prepared this report pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC) applicable to interim financial information, which permit the omission of certain disclosures to the extent they have not changed materially since the latest annual financial statements. We believe our disclosures are adequate to make the information not misleading. This Form 10-Q should be read in conjunction with the consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2017. Certain prior year amounts have been reclassified to conform to the 2018 presentation. On the statements of operations, we reclassified interest cost, expected return on assets, amortization of prior service costs and settlements/curtailments, all associated with defined benefit pension plans, from general and administrative expenses to other non-operating expenses, net in accordance with new accounting rules. See Note 2 Accounting and Disclosure Changes for more information.

OTHER INFORMATION (Tables)

OTHER INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2018
OTHER INFORMATION
Schedule of other current assets, net	June 30, December 31, 2018 2017 (in millions) Amounts due from joint interest partners $ 86 $ 76 Derivative assets from commodities contracts 59 23 Prepaid expenses 25 19 Asset held for sale — 12 Other 2 — Other current assets, net $ 172 $ 130
Schedule of accrued liabilities	June 30, December 31, 2018 2017 (in millions) Derivative liabilities from commodities contracts $ 260 $ 154 Accrued taxes other than on income 111 130 Accrued employee-related costs 77 86 Accrued interest 20 23 Other 95 82 Accrued liabilities $ 563 $ 475

INVENTORIES (Tables)

INVENTORIES (Tables)	6 Months Ended
	Jun. 30, 2018
INVENTORIES
Schedule of Inventories	June 30, December 31, 2018 2017 (in millions) Materials and supplies $ 60 $ 53 Finished goods 3 3 Total $ 63 $ 56

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2018
DEBT
Schedule of Debt	Outstanding Principal (in millions) Interest Rate Maturity Security June 30, December 31, 2018 2017 Credit Agreements 2014 Revolving Credit Facility $ $ 363 LIBOR plus 3.25%-4.00% ABR plus 2.25%-3.00% June 30, 2021 Shared First-Priority Lien 2017 Credit Agreement 1,300 1,300 LIBOR plus 4.75% December 31, 2022 (a) Shared First-Priority Lien 2016 Credit Agreement 1,000 1,000 LIBOR plus 10.375% ABR plus 9.375% December 31, 2021 First-Priority Lien Second Lien Notes Second Lien Notes 2,153 2,250 8% December 15, 2022 (b) Second-Priority Lien Senior Notes 5% Senior Notes due 2020 100 100 5% January 15, 2020 Unsecured 5 1/2 % Senior Notes due 2021 100 100 5.5% September 15, 2021 Unsecured 6% Senior Notes due 2024 145 193 6% November 15, 2024 Unsecured Total $ 5,075 $ 5,306 (a) The 2017 Credit Agreement is subject to a springing maturity of 91 days prior to the maturity of our 2016 Credit Agreement if more than $100 million on the 2017 Credit Agreement is outstanding at that time. (b) The Second Lien Notes require principal repayments of approximately $340 million in June 2021 and $70 million each in December 2021 and June 2022.

JOINT VENTURES (Tables)

JOINT VENTURES (Tables)	6 Months Ended
	Jun. 30, 2018
JOINT VENTURES
Schedule of changes in noncontrolling interests	Mezzanine Equity Equity – Attributable to Redeemable Noncontrolling Noncontrolling Interest Interest Ares JV BSP JV Total Ares JV Balance, December 31, 2017 $ — $ 94 $ 94 $ — Net (loss) income attributable to noncontrolling interests (7) (13) 43 Contributions from noncontrolling interest holders, net 714 Distributions to noncontrolling interest holders (17) (22) Balance, June 30, 2018 $ $ 119 $ 144 $ 735

ACQUISITIONS AND DIVESTITURES (

ACQUISITIONS AND DIVESTITURES (Tables)	6 Months Ended
	Jun. 30, 2018
Elk Hills
ACQUISITIONS AND DIVESTITURES
Summary of total consideration, including customary closing adjustments, and allocation of the consideration based on fair value of assets acquired as of acquisition date	At June 30, 2018 (in millions) Consideration: Cash $ 462 Amounts due from Chevron (2) Common stock issued (2.85 million shares) 51 Liabilities assumed 7 $ 518 Identifiable assets acquired: Proved properties $ 435 Other property and equipment 77 Materials and supplies 6 $ 518

DERIVATIVES (Tables)

DERIVATIVES (Tables)	6 Months Ended
	Jun. 30, 2018
DERIVATIVES
Schedule of oil hedge positions	Q3 Q4 Q1 Q2 Q3 Q4 FY FY 2018 2018 2019 2019 2019 2019 2020 2021 Sold Calls: Barrels per day 6,127 16,086 16,057 6,023 991 961 503 — Weighted-average price per barrel $ 60.24 $ 58.91 $ 65.75 $ 67.01 $ 60.00 $ 60.00 $ 60.00 $ — Purchased Calls: Barrels per day — — 2,000 — — — — — Weighted-average price per barrel $ — $ — $ 71.00 $ — $ — $ — $ — $ — Purchased Puts: Barrels per day 6,922 1,851 34,793 31,733 11,676 1,623 1,506 574 Weighted-average price per barrel $ 61.31 $ 51.70 $ 62.77 $ 66.21 $ 62.79 $ $ 47.97 $ 45.00 Sold Puts: Barrels per day 24,000 19,000 35,000 25,000 10,000 — — — Weighted-average price per barrel $ 46.04 $ 45.00 $ 50.71 $ 54.00 $ 50.00 $ — $ — $ — Swaps: Barrels per day 48,000 29,000 (1) 7,000 (2) — — — — — Weighted-average price per barrel $ 60.35 $ 60.50 $ 67.71 $ — $ — $ — $ — $ — Note: Additional hedges for 2019 were put in place after June 30, 2018 that are not included in the table above. (1) Certain of our counterparties have options to increase swap volumes by up to 19,000 barrels per day at a weighted-average Brent price of $60.13 for the fourth quarter of 2018. (2) Certain of our counterparties have options to increase swap volumes by up to 5,000 barrels per day at a weighted-average Brent price of $70.00 for the first quarter of 2019.
Schedule of fair value (at gross and net) of outstanding derivatives	The following table presents the fair values (at gross and net) of our outstanding commodity derivatives as of June 30, 2018 and December 31, 2017 (in millions): June 30, 2018 Gross Gross Net Fair Value Amounts Amounts Presented in Recognized at Offset in the the Balance Balance Sheet Classification Fair Value Balance Sheet Sheet Assets: Other current assets $ 59 $ — $ 59 Other assets 7 — 7 Liabilities: Accrued liabilities (260) — (260) Other long-term liabilities (6) — (6) Total derivatives $ (200) $ — $ (200) December 31, 2017 Gross Gross Net Fair Value Amounts Amounts Presented in Recognized at Offset in the the Balance Balance Sheet Classification Fair Value Balance Sheet Sheet Assets: Other current assets $ 39 $ (16) $ 23 Other assets 1 — 1 Liabilities: Accrued liabilities (170) 16 (154) Other long-term liabilities (3) — (3) Total derivatives $ (133) $ — $ (133)

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2018
EARNINGS PER SHARE
Calculation of basic and diluted EPS	Three months ended Six months ended June 30, June 30, 2018 2017 2018 2017 (in millions, except per-share amounts) Basic EPS calculation Net (loss) income $ (63) $ (47) $ (54) $ 5 Net income attributable to noncontrolling interest (19) (1) (30) — Net (loss) income attributable to common stock (82) (48) (84) 5 Less: net income allocated to participating securities — — — — Net (loss) income available to common stockholders $ (82) $ (48) $ (84) $ 5 Weighted-average common shares outstanding - basic 48.2 42.4 46.3 42.4 Basic EPS $ (1.70) $ (1.13) $ (1.81) $ 0.12 Diluted EPS calculation Net (loss) income $ (63) $ (47) $ (54) $ 5 Net income attributable to noncontrolling interest (19) (1) (30) — Net (loss) income attributable to common stock (82) (48) (84) 5 Less: net income allocated to participating securities — — — — Net (loss) income available to common stockholders $ (82) $ (48) $ (84) $ 5 Weighted-average common shares outstanding - basic 48.2 42.4 46.3 42.4 Dilutive effect of potentially dilutive securities — — — 0.3 Weighted-average common shares outstanding - diluted 48.2 42.4 46.3 42.7 Diluted EPS $ (1.70) $ (1.13) $ (1.81) $ 0.12 Weighted-average anti-dilutive shares 3.0 2.7 2.9 1.8

PENSION AND POSTRETIREMENT BE32

PENSION AND POSTRETIREMENT BENEFIT PLANS (Tables)	6 Months Ended
	Jun. 30, 2018
PENSION AND POSTRETIREMENT BENEFIT PLANS
Components of the net periodic benefit costs	Three months ended June 30, 2018 2017 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ — $ 1 $ — $ 1 Interest cost 1 1 1 1 Expected return on plan assets (1) — (1) — Recognized actuarial loss — — 1 — Settlement loss 2 — — — Total $ 2 $ 2 $ 1 $ 2 Six months ended June 30, 2018 2017 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ — $ $ — $ 2 Interest cost 1 2 Expected return on plan assets — (1) — Recognized actuarial loss — 1 — Settlement loss — 3 — Total $ $ $ 4 $ 4

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	6 Months Ended
	Jun. 30, 2018
Revenue recognition
Schedule of disaggregated revenue	The following table provides disaggregated revenue for the three and six months ended June 30, 2018 (in millions): Three months ended Six months ended June 30, 2018 June 30, 2018 Oil and gas sales: Oil $ 553 $ 1,019 NGLs 61 124 Natural gas 43 89 657 1,232 Other revenue: Electricity 21 45 Marketing 38 85 Interest income — 1 59 131 Net derivative loss from commodity contracts (167) (205) Total revenues and other $ 549 $ 1,158
ASU 2014-09
Revenue recognition
Schedule of the impact of the adoption of ASC 606 on our condensed consolidated statements of operations	The impact of the adoption of ASC 606 on our condensed consolidated statements of operations for the three and six months ended June 30, 2018 was as follows (in millions): Three months ended Six months ended June 30, 2018 June 30, 2018 As Reported Previous As Reported Previous ASC 606 U.S. GAAP Change ASC 606 U.S. GAAP Change REVENUES AND OTHER Oil and gas sales $ 657 $ 652 $ 5 $ 1,232 $ 1,220 $ 12 Net derivative loss from commodity contracts (167) (167) — (205) (205) — Other revenue 59 28 31 131 65 66 Total revenues and other 549 513 36 1,158 1,080 78 COSTS AND OTHER Production costs 231 231 — 443 443 — General and administrative expenses 90 90 — 153 153 — Depreciation, depletion and amortization 125 125 — 244 244 — Taxes other than on income 37 37 — 75 75 — Exploration expenses 6 6 — 14 14 — Other expenses, net 49 13 36 110 32 78 Total costs and other 538 502 36 1,039 961 78 OPERATING INCOME 11 11 — 119 119 — NON-OPERATING (LOSS) INCOME Interest and debt expense, net (94) (94) — (186) (186) — Net gain on early extinguishment of debt 24 24 — 24 24 — Gain on asset divestitures 1 1 — 1 1 — Other non-operating expenses (5) (5) — (12) (12) — LOSS BEFORE INCOME TAXES (63) (63) — (54) (54) — Income tax — — — — — — NET LOSS (63) (63) — (54) (54) — Net income attributable to noncontrolling interests (19) (19) — (30) (30) — NET LOSS ATTRIBUTABLE TO COMMON STOCK $ (82) $ (82) $ — $ (84) $ (84) $ —

CONDENSED CONSOLIDATING FINAN34

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2018
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Schedule of Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheets Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated As of June 30, 2018 (in millions) Total current assets $ 14 $ 468 $ 85 $ (8) $ 559 Total property, plant and equipment, net 22 5,761 551 — 6,334 Investments in consolidated subsidiaries 5,625 141 — (5,766) — Other assets 9 24 14 — 47 TOTAL ASSETS $ 5,670 $ 6,394 $ 650 $ (5,774) $ 6,940 Total current liabilities 102 788 11 (8) 893 Long-term debt 5,075 — — — 5,075 Deferred gain and issuance costs, net 265 — — — 265 Other long-term liabilities 155 454 8 — 617 Amounts due to (from) affiliates 862 (862) — — — Mezzanine equity — — 735 — 735 Total equity (789) 6,014 (104) (5,766) (645) TOTAL LIABILITIES AND EQUITY $ 5,670 $ 6,394 $ 650 $ (5,774) $ 6,940 As of December 31, 2017 Total current assets $ 13 $ 464 $ 12 $ (6) $ 483 Total property, plant and equipment, net 24 5,580 92 — 5,696 Investments in consolidated subsidiaries 5,105 606 — (5,711) — Other assets — 27 1 — 28 TOTAL ASSETS $ 5,142 $ 6,677 $ 105 $ (5,717) $ 6,207 Total current liabilities 122 613 3 (6) 732 Long-term debt 5,306 — — — 5,306 Deferred gain and issuance costs, net 287 — — — 287 Other long-term liabilities 154 445 3 — 602 Amounts due to (from) affiliates 87 (87) — — — Total equity (814) 5,706 99 (5,711) (720) TOTAL LIABILITIES AND EQUITY $ 5,142 $ 6,677 $ 105 $ (5,717) $ 6,207
Schedule of condensed consolidating statement of operations	Condensed Consolidating Statements of Operations Combined Combined Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated For the three months ended June 30, 2018 (in millions) Total revenues and other $ — $ 526 $ 94 $ (71) $ 549 Total costs and other 64 499 46 (71) 538 Non-operating loss (74) — — — (74) NET (LOSS) INCOME (138) 27 48 — (63) Net income attributable to noncontrolling interests — — (19) — (19) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (138) $ 27 $ 29 $ — $ (82) For the three months ended June 30, 2017 Total revenues and other $ 18 $ 515 $ 4 $ (21) $ 516 Total costs and other 54 439 3 (21) 475 Non-operating (loss) income (88) — — — (88) NET (LOSS) INCOME (124) 76 1 — (47) Net loss attributable to noncontrolling interest — — (1) — (1) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (124) $ 76 $ — $ — $ (48) Condensed Consolidating Statements of Operations Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated For the six months ended June 30, 2018 (in millions) Total revenues and other $ 1 $ 1,111 $ 159 $ (113) $ 1,158 Total costs and other 107 960 85 (113) 1,039 Non-operating loss (173) — — — (173) NET (LOSS) INCOME (279) 151 74 — (54) Net income attributable to noncontrolling interests — — (30) — (30) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (279) $ 151 $ 44 $ — $ (84) For the six months ended June 30, 2017 Total revenues and other $ 17 $ 1,105 $ 5 $ (21) $ 1,106 Total costs and other 107 859 5 (21) 950 Non-operating (loss) income (169) 18 — — (151) NET (LOSS) INCOME (259) 264 — — 5 Net loss attributable to noncontrolling interest — — — — — NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (259) $ 264 $ — $ — $ 5
Schedule of Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statements of Cash Flows Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated For the six months ended June 30, 2018 (in millions) Net cash (used) provided by operating activities $ (334) $ 480 $ 88 $ — $ 234 Net cash used in investing activities (1) (776) (30) — (807) Net cash provided (used) by financing activities 334 293 (32) — 595 (Decrease) increase in cash (1) (3) 26 — 22 Cash—beginning of period 7 8 5 — 20 Cash—end of period $ 6 $ 5 $ 31 $ — $ 42 For the six months ended June 30, 2017 Net cash (used) provided by operating activities $ (319) $ 437 $ 2 $ — $ 120 Net cash used in investing activities (1) (26) (47) — (74) Net cash provided (used) by financing activities 321 (417) 47 — (49) Increase (decrease) in cash 1 (6) 2 — (3) Cash—beginning of period — 12 — — 12 Cash—end of period $ 1 $ 6 $ 2 $ — $ 9

THE SPIN-OFF AND BASIS OF PRE35

THE SPIN-OFF AND BASIS OF PRESENTATION - Separation and Spin off (Details)	Nov. 30, 2014
Spinoff - CRC | Occidental Petroleum
Separation and Spin Off Transactions
Percentage of outstanding shares of common stock initially retained by Occidental	18.50%

OTHER INFORMATION (Details)

OTHER INFORMATION (Details) - USD ($) shares in Thousands, $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Cash restricted under our joint venture agreements	$ 23		$ 5
Amounts due from joint interest partners	86		76
Derivative assets from commodities contracts	59		23
Prepaid expenses	25		19
Asset held for sale			12
Other	2
Other current assets, net	172		130
Derivative liabilities from commodities contracts	260		154
Accrued taxes other than on income	111		130
Accrued employee-related costs	77		86
Accrued interest	20		23
Other	95		82
Accrued liabilities	563		475
Interest paid, net of capitalized amounts	$ 212	$ 194
Chevron
Stock issued in connection with acquisition ( in shares )	2,850
Issuance of common stock in connection with acquisition	$ 51
Other long-term liabilities
Non-current asset retirement obligation	$ 417		$ 403

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
INVENTORIES
Materials and supplies	$ 60	$ 53
Finished goods	3	3
Total	$ 63	$ 56

DEBT - Schedule of long-term de

DEBT - Schedule of long-term debt (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Mar. 31, 2018
Debt
Long-term debt	$ 5,075	$ 5,306
6% Senior Notes due 2024
Debt
Debt instrument interest rate stated percentage	6.00%
2014 Revolving Credit Facility (Shared First Priority Lien)
Debt
Long-term debt	$ 277	$ 363
2014 Revolving Credit Facility (Shared First Priority Lien) | Applicable margin on LIBOR loans | Minimum
Debt
Interest rate added to variable rate basis (as a percent)	3.25%	3.25%
2014 Revolving Credit Facility (Shared First Priority Lien) | Applicable margin on LIBOR loans | Maximum
Debt
Interest rate added to variable rate basis (as a percent)	4.00%	4.00%
2014 Revolving Credit Facility (Shared First Priority Lien) | Applicable margin on Alternate Base Rate loans | Minimum
Debt
Interest rate added to variable rate basis (as a percent)	2.25%	2.25%
2014 Revolving Credit Facility (Shared First Priority Lien) | Applicable margin on Alternate Base Rate loans | Maximum
Debt
Interest rate added to variable rate basis (as a percent)	3.00%	3.00%
2017 Credit Agreement (Shared First Priority Lien)
Debt
Long-term debt	$ 1,300	$ 1,300
2017 Credit Agreement (Shared First Priority Lien) | 91 days prior to maturity of 2016 Credit Agreement
Debt
Period before maturity of the 2016 Credit Agreement notes that triggers accelerated payment	91 days	91 days
Outstanding amount of 2017 Credit Agreement notes that triggers accelerated payment	$ 100	$ 100
2017 Credit Agreement (Shared First Priority Lien) | Applicable margin on LIBOR loans
Debt
Interest rate added to variable rate basis (as a percent)	4.75%	4.75%
2017 Credit Agreement (Shared First Priority Lien) | Applicable margin on Alternate Base Rate loans
Debt
Interest rate added to variable rate basis (as a percent)	3.75%	3.75%
2016 Credit Agreement (Shared First Priority Lien)
Debt
Long-term debt	$ 1,000	$ 1,000
2016 Credit Agreement (Shared First Priority Lien) | Applicable margin on LIBOR loans
Debt
Interest rate added to variable rate basis (as a percent)	10.375%	10.375%
2016 Credit Agreement (Shared First Priority Lien) | Applicable margin on Alternate Base Rate loans
Debt
Interest rate added to variable rate basis (as a percent)	9.375%	9.375%
Second Lien Notes (Second Priority Lien)
Debt
Principal amount due by June 2021	$ 340	$ 340
Principal amount due by December 2021	70	70
Principal amount due by June 2022	70	70
Second Lien Notes (Second Priority Lien) | 8% Notes Due 2022
Debt
Long-term debt	$ 2,153	$ 2,250
Debt instrument interest rate stated percentage	8.00%	8.00%	8.00%
Senior Notes (Unsecured) | 5% Notes Due 2020
Debt
Long-term debt	$ 100	$ 100
Debt instrument interest rate stated percentage	5.00%	5.00%
Senior Notes (Unsecured) | 5.5% Notes Due 2021
Debt
Long-term debt	$ 100	$ 100
Debt instrument interest rate stated percentage	5.50%	5.50%
Senior Notes (Unsecured) | 6% Senior Notes due 2024
Debt
Long-term debt	$ 145	$ 193
Debt instrument interest rate stated percentage	6.00%	6.00%

DEBT - Deferred Gain and Issuan

DEBT - Deferred Gain and Issuance Costs (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
DEBT
Net deferred gain and issuance costs	$ 265	$ 287
Deferred gains	377	415
Deferred issuance costs	76	92
Original issue discount	$ 36	$ 36

DEBT - 2014 Revolving Credit Fa

DEBT - 2014 Revolving Credit Facility (Details) - 2014 Revolving Credit Facility - USD ($) $ in Millions	1 Months Ended
	May 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Debt
Available borrowing capacity, subject to minimum liquidity requirement		$ 550
Minimum monthly liquidity		150
Borrowing base	$ 2,300
Letters of Credit
Debt
Maximum sub-limit on borrowing capacity for issuance of letters of credit		400	$ 400
Aggregate letters of credit issued		$ 173	$ 148

DEBT - Repurchases and Fair Val

DEBT - Repurchases and Fair Value (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
Repurchases of debt
Deferred issuance costs	$ 76		$ 92
6% Senior Notes due 2024
Repurchases of debt
Principal amount of debt reduction through payment or repurchase	$ 48
Debt instrument interest rate stated percentage	6.00%
Second Lien Notes and 6% Senior Notes due 2024
Repurchases of debt
Repurchase value of the principal amounts	$ 118
Pre-tax gain on extinguishment of debt net of write-off of deferred issuance costs	24
Deferred issuance costs reduction	1
Second Lien Notes (Second Priority Lien)
Repurchases of debt
Principal amount of debt reduction through payment or repurchase	$ 95
Second Lien Notes (Second Priority Lien) | 8% Notes Due 2022
Repurchases of debt
Principal amount of debt reduction through payment or repurchase		$ 2
Debt instrument interest rate stated percentage	8.00%	8.00%	8.00%
Repurchase value of the principal amounts		$ 1.6
Pre-tax gain on extinguishment of debt net of write-off of deferred issuance costs		$ 0.4

DEBT - Fair Value and Other (De

DEBT - Fair Value and Other (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Debt
Estimated fair value of long-term debt	$ 4,800	$ 4,800
Debt carrying value	$ 5,075	$ 5,306
Credit Agreements
Other Variable-Rate Debt Disclosures
Percentage of change in the variable interest rates	0.125%
Effect of 1/8 percent change in annual interest expense	$ 3

JOINT VENTURES - Changes in Non

JOINT VENTURES - Changes in Noncontrolling Interests (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018		Jun. 30, 2017
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance	$ (720)		$ (557)
Contributions from noncontrolling interest holders, net	82	[1]	49
Distributions paid to noncontrolling interest holders	(19)	[1]	(1)
Balance	(645)	[1]	(491)
Equity Attributable to Noncontrolling Interest
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance	94
Net income (loss) attributable to noncontrolling interest	(13)
Contributions from noncontrolling interest holders, net	82		49
Distributions paid to noncontrolling interest holders	(19)		(1)
Balance	144		$ 48
Equity Attributable to Noncontrolling Interest | Ares JV
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Net income (loss) attributable to noncontrolling interest	(6)
Contributions from noncontrolling interest holders, net	33
Distributions paid to noncontrolling interest holders	(2)
Balance	25
Equity Attributable to Noncontrolling Interest | BSP JV
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance	94
Net income (loss) attributable to noncontrolling interest	(7)
Contributions from noncontrolling interest holders, net	49
Distributions paid to noncontrolling interest holders	(17)
Balance	$ 119
[1]	Excludes redeemable noncontrolling interest recorded in mezzanine equity. See Note 6 Joint Ventures for more information.

JOINT VENTURES - Mezzanine Equi

JOINT VENTURES - Mezzanine Equity (Details) $ in Millions	6 Months Ended
	Jun. 30, 2018USD ($)
Mezzanine Equity - Redeemable Noncontrolling Interest - Ares
Balance	$ 735
Mezzanine Equity - Redeemable Noncontrolling Interest
Mezzanine Equity - Redeemable Noncontrolling Interest - Ares
Net income (loss) attributable to noncontrolling interest	43
Contributions from noncontrolling interest holders, net	714
Distributions to noncontrolling interest holders	(22)
Balance	$ 735

JOINT VENTURES - Other (Details

JOINT VENTURES - Other (Details) shares in Millions, $ in Millions	1 Months Ended					3 Months Ended	6 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2018USD ($)item	Feb. 28, 2018USD ($)MWMMcf	Jul. 31, 2017USD ($)item	Apr. 30, 2017USD ($)	Mar. 31, 2017USD ($)item	Mar. 31, 2018USD ($)shares	Jun. 30, 2018USD ($)	Jun. 30, 2017USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2017USD ($)	Feb. 28, 2017USD ($)
NONCONTROLLING INTERESTS
Net proceeds received by CRC from the transaction							$ 796	$ 49
Transaction cost	$ 76						$ 76			$ 92
CRC shares issued to Ares-led investor group in a private placement | shares						2.3
Purchase price of the CRC shares issued to Ares-led investor group in a private placement						$ 50
Ares JV
NONCONTROLLING INTERESTS
Net proceeds received by CRC from the transaction		$ 750
Transaction cost		$ 3
Class A common interest | Ares JV
NONCONTROLLING INTERESTS
Percentage of common interest held by CRC		50.00%
Period in which monthly distributions can be deferred		3 years
Class C common interest | Ares JV
NONCONTROLLING INTERESTS
Percentage of common interest held by CRC		95.25%
Natural gas power and Gas processing plants | Ares JV
NONCONTROLLING INTERESTS
Power plant capacity | MW		550
Gas processing plant capacity | MMcf		200
ECR Corporate Holdings L.P. | Class A common interest | Ares JV
NONCONTROLLING INTERESTS
Percentage of common interest held by ECR		50.00%
ECR Corporate Holdings L.P. | Class B preferred interest | Ares JV
NONCONTROLLING INTERESTS
Percentage of common interest held by ECR		100.00%
ECR Corporate Holdings L.P. | Class C common interest | Ares JV
NONCONTROLLING INTERESTS
Percentage of common interest held by ECR		4.75%
ECR | Redemption prior to fifth year
NONCONTROLLING INTERESTS
Redemption period							5 years
ECR | Redemption prior to fifth year | Class A common interest
NONCONTROLLING INTERESTS
Redemption price	60						$ 60
ECR | Redemption prior to fifth year | Class B preferred interest
NONCONTROLLING INTERESTS
Redemption price	750						$ 750
ECR | Redemption prior to seven and a half years
NONCONTROLLING INTERESTS
Maximum extension period of redemption							2 years 6 months
Whole payment redemption happen prior period							7 years 6 months
ECR | Redemption prior to seven and a half years | Class A common interest
NONCONTROLLING INTERESTS
Redemption price	80						$ 80
ECR | Redemption prior to seven and a half years | Class B preferred interest
NONCONTROLLING INTERESTS
Redemption price	$ 750						$ 750
Joint venture with BSP | BSP JV
NONCONTROLLING INTERESTS
Maximum commitment contribution											$ 250
Number of $50 commitments funded | item	1		1		1
Commitment contributed	$ 50		$ 50		$ 50
Joint venture with MIRA | MIRA
NONCONTROLLING INTERESTS
Maximum commitment contribution				$ 300
Investment period				2 years
Maximum percentage of program amount							110
Commitment contributed							$ 28			$ 58
Working interest acquired by MIRA (as a percent)				90.00%
Funding provided by MIRA for development of properties (as a percent)				100.00%
Working interest retained by CRC (as a percent)				10.00%
CRC's working interest if MIRA receives cash distributions equal to a predetermined threshold return (as a percent)				75.00%
Initial commitment				$ 160
Reduced commitment amount	$ 140						$ 140
Joint venture with MIRA | MIRA | Expected
NONCONTROLLING INTERESTS
Commitment contributed									$ 54

ACQUISITIONS AND DIVESTITURES -

ACQUISITIONS AND DIVESTITURES - Elk Hills Transaction Paragraph (Details) $ in Millions	Jun. 30, 2018USD ($)	Apr. 09, 2018USD ($)a
Working, surface and mineral interests in the Elk Hills field
ACQUISITIONS AND DIVESTITURES
Area of land | a		47,000
Purchase price	$ 518	$ 518
Liabilities assumed	7	$ 5
Purchase price adjustment	$ 2
Other oil and gas property
ACQUISITIONS AND DIVESTITURES
Reduction of Chevron royalty interest in one of CRCs oil and gas properties		50.00%
Extension period capital commitment		2 years
Remaining commitments to invest an oil and gas property		$ 23

ACQUISITIONS AND DIVESTITURES47

ACQUISITIONS AND DIVESTITURES - Elk Hills Table (Details) - Working, surface and mineral interests in the Elk Hills field - USD ($) shares in Thousands, $ in Millions	Jun. 30, 2018	Apr. 09, 2018	Jun. 30, 2018
Consideration:
Cash	$ 462
Amounts due from Chevron	(2)
Common stock issued (2.85 million shares)	51
Liabilities assumed	7	$ 5
Consideration	518	$ 518
Stock issued in connection with acquisition ( in shares )			2,850
Identifiable assets acquired:
Proved properties	435		$ 435
Other property and equipment	77		77
Materials and supplies	6		6
Recognized amounts of identifiable assets acquired	$ 518		$ 518

ACQUISITIONS AND DIVESTITURES48

ACQUISITIONS AND DIVESTITURES - Office Building (Details) $ in Millions	Apr. 02, 2018USD ($)	Jun. 30, 2018USD ($)locationemployee	Jun. 30, 2017USD ($)	Dec. 31, 2018USD ($)
ACQUISITIONS AND DIVESTITURES
Acquisition cost		$ 327	$ 132
Number of employees in Bakersfield | employee		500
Number of different locations in Bakersfield | location		8
Amount allocated to in-place leases	$ 6
Minimum
ACQUISITIONS AND DIVESTITURES
Expected period to bring all Bakersfield employees into single location	12 months
Maximum
ACQUISITIONS AND DIVESTITURES
Expected period to bring all Bakersfield employees into single location	15 months
Office building
ACQUISITIONS AND DIVESTITURES
Acquisition cost	$ 48.4
Term of occupying space as a tenant by former owner	8 months
Office building | Expected
ACQUISITIONS AND DIVESTITURES
Rental income expected				$ 4

ACQUISITIONS AND DIVESTITURES49

ACQUISITIONS AND DIVESTITURES - Divestitures (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017
Divestitures
Proceeds from sale of non-core assets		$ 13	$ 33
Gain on non-core assets divestitures	$ 1	$ 1	$ 21

DERIVATIVES - General (Details)

DERIVATIVES - General (Details) $ in Billions	Dec. 31, 2018$ / bblbbl	Jun. 30, 2018bbl / d$ / bblbbl	May 31, 2018USD ($)
Calls | Purchased | Q1 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		2,000
Weighted-average price (in dollars per barrel)		71
Calls | Sold | Q3 2018
Derivatives
Daily Volume (in Bbl) | bbl / d		6,127
Weighted-average price (in dollars per barrel)		60.24
Calls | Sold | Q4 2018
Derivatives
Daily Volume (in Bbl) | bbl / d		16,086
Weighted-average price (in dollars per barrel)		58.91
Calls | Sold | Q1 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		16,057
Weighted-average price (in dollars per barrel)		65.75
Calls | Sold | Q2 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		6,023
Weighted-average price (in dollars per barrel)		67.01
Calls | Sold | Q3 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		991
Weighted-average price (in dollars per barrel)		60
Calls | Sold | Q4 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		961
Weighted-average price (in dollars per barrel)		60
Calls | Sold | FY 2020
Derivatives
Daily Volume (in Bbl) | bbl / d		503
Weighted-average price (in dollars per barrel)		60
Puts | Purchased | Q3 2018
Derivatives
Daily Volume (in Bbl) | bbl / d		6,922
Weighted-average price (in dollars per barrel)		61.31
Puts | Purchased | Q4 2018
Derivatives
Daily Volume (in Bbl) | bbl / d		1,851
Weighted-average price (in dollars per barrel)		51.70
Puts | Purchased | Q1 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		34,793
Weighted-average price (in dollars per barrel)		62.77
Puts | Purchased | Q2 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		31,733
Weighted-average price (in dollars per barrel)		66.21
Puts | Purchased | Q3 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		11,676
Weighted-average price (in dollars per barrel)		62.79
Puts | Purchased | Q4 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		1,623
Weighted-average price (in dollars per barrel)		49.58
Puts | Purchased | FY 2020
Derivatives
Daily Volume (in Bbl) | bbl / d		1,506
Weighted-average price (in dollars per barrel)		47.97
Puts | Purchased | FY 2021
Derivatives
Daily Volume (in Bbl) | bbl / d		574
Weighted-average price (in dollars per barrel)		45
Puts | Sold | Q3 2018
Derivatives
Daily Volume (in Bbl) | bbl / d		24,000
Weighted-average price (in dollars per barrel)		46.04
Puts | Sold | Q4 2018
Derivatives
Daily Volume (in Bbl) | bbl / d		19,000
Weighted-average price (in dollars per barrel)		45
Puts | Sold | Q1 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		35,000
Weighted-average price (in dollars per barrel)		50.71
Puts | Sold | Q2 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		25,000
Weighted-average price (in dollars per barrel)		54
Puts | Sold | Q3 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		10,000
Weighted-average price (in dollars per barrel)		50
Swaps | Q3 2018
Derivatives
Daily Volume (in Bbl) | bbl / d		48,000
Weighted-average price (in dollars per barrel)		60.35
Swaps | Q4 2018
Derivatives
Daily Volume (in Bbl) | bbl / d		29,000
Weighted-average price (in dollars per barrel)		60.50
Maximum increase in volume for the period of crude oil counterparties swaps (in barrels per day) | bbl	19,000
Weighted-average Brent price (in dollars per barrel)	60.13
Swaps | Q1 2019
Derivatives
Daily Volume (in Bbl) | bbl / d		7,000
Weighted-average price (in dollars per barrel)		67.71
Maximum increase in volume per quarter of crude oil counter-party swaps (in barrels per day) | bbl		5,000
Weighted-average Brent price (in dollars per barrel)		70
Interest rate contract
Derivatives
Hedged amount for vairable-rate indebtedness | $			$ 1.3
Interest rate contract | One month LIBOR
Derivatives
Interest rate cap that triggers MTM adjustments			2.75%

DERIVATIVES - Fair Value (Detai

DERIVATIVES - Fair Value (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Interest Rate Contracts
Fair Value of Derivatives
Loss on interest rate contracts	$ (1)	$ (1)
Interest Rate Contracts | Other assets
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	8	8
Presented in the Balance Sheet | Commodity Contracts
Fair Value of Derivatives
Total derivatives	(200)	(200)	$ (133)
Presented in the Balance Sheet | Commodity Contracts | Other current assets
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	59	59	23
Presented in the Balance Sheet | Commodity Contracts | Other assets
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	7	7	1
Presented in the Balance Sheet | Commodity Contracts | Accrued liabilities
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	(260)	(260)	(154)
Presented in the Balance Sheet | Commodity Contracts | Other long-term liabilities
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	(6)	(6)	(3)
Recognized Fair Value | Commodity Contracts
Fair Value of Derivatives
Total derivatives	(200)	(200)	(133)
Recognized Fair Value | Commodity Contracts | Other current assets
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	59	59	39
Gross Amounts Offset in the Balance Sheet			(16)
Recognized Fair Value | Commodity Contracts | Other assets
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	7	7	1
Recognized Fair Value | Commodity Contracts | Accrued liabilities
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	(260)	(260)	(170)
Gross Amounts Offset in the Balance Sheet			16
Recognized Fair Value | Commodity Contracts | Other long-term liabilities
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	$ (6)	$ (6)	$ (3)

EARNINGS PER SHARE - Calculatio

EARNINGS PER SHARE - Calculation of EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Basic EPS calculation
Net (loss) income	$ (63)	$ (47)	$ (54)	$ 5
Net income attributable to noncontrolling interests	(19)	(1)	(30)
Net (loss) income attributable to common stock	(82)	(48)	(84)	5
Less: net income allocated to participating securities	0	0	0	0
Net (loss) income available to common stockholders	$ (82)	$ (48)	$ (84)	$ 5
Weighed-average common shares outstanding - basic	48.2	42.4	46.3	42.4
Basic EPS (in dollars per share)	$ (1.70)	$ (1.13)	$ (1.81)	$ 0.12
Diluted EPS calculation
Net (loss) income	$ (63)	$ (47)	$ (54)	$ 5
Net income attributable to noncontrolling interests	(19)	(1)	(30)
Net (loss) income attributable to common stock	(82)	(48)	(84)	5
Less: net income allocated to participating securities	0	0	0	0
Net (loss) income available to common stockholders	$ (82)	$ (48)	$ (84)	$ 5
Weighed-average common shares outstanding - basic	48.2	42.4	46.3	42.4
Dilutive effect of potentially dilutive securities				0.3
Weighted-average common shares outstanding - diluted	48.2	42.4	46.3	42.7
Diluted EPS (in dollars per share)	$ (1.70)	$ (1.13)	$ (1.81)	$ 0.12
Weighted-average anti-dilutive shares	3	2.7	2.9	1.8

PENSION AND POSTRETIREMENT BE53

PENSION AND POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Net periodic benefit costs:
Employer contributions to pension plan	$ 1	$ 1	$ 2	$ 5
Expected contribution to defined benefit pension plans during the reminder of 2018	2		2
Pension Benefit
Net periodic benefit costs:
Interest cost	1	1	1	1
Expected return on plan assets	(1)	(1)	(1)	(1)
Recognized actuarial loss		1	1	1
Settlement loss	2		4	3
Net periodic benefit costs	2	1	5	4
Postretirement Benefit
Net periodic benefit costs:
Service cost	1	1	2	2
Interest cost	1	1	2	2
Net periodic benefit costs	$ 2	$ 2	$ 4	$ 4

REVENUE RECOGNITION - Commodity

REVENUE RECOGNITION - Commodity Sales Contracts and Marketing (Details)	6 Months Ended
	Jun. 30, 2018
REVENUE RECOGNITION
Term of payment following invoicing	30 days
Maximum duration of natural gas liquid contract (in years)	1 year

REVENUE RECOGNITION - Disaggreg

REVENUE RECOGNITION - Disaggregation of revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Disaggregation of revenue
Revenue from contract with customers	$ 657	$ 439	$ 1,232	$ 926
Other revenue	59	34	131	64
Interest income			1
Net derivative loss from commodity contracts	(167)	43	(205)	116
Total revenues and other	549	$ 516	1,158	$ 1,106
Oil
Disaggregation of revenue
Revenue from contract with customers	553		1,019
NGLs
Disaggregation of revenue
Revenue from contract with customers	61		124
Natural gas
Disaggregation of revenue
Revenue from contract with customers	43		89
Electricity
Disaggregation of revenue
Other revenue	21		45
Marketing
Disaggregation of revenue
Other revenue	$ 38		$ 85

REVENUE RECOGNITION - Statement

REVENUE RECOGNITION - Statement of operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
REVENUES AND OTHER
Oil and gas sales	$ 657	$ 439	$ 1,232	$ 926
Net derivative loss from commodity contracts	(167)	43	(205)	116
Other revenue	59	34	131	64
Total revenues and other	549	516	1,158	1,106
COSTS AND OTHER
Production costs	231	216	443	427
General and administrative expenses	90	59	153	122
Depreciation, depletion and amortization	125	138	244	278
Taxes other than on income	37	31	75	64
Exploration expenses	6	6	14	12
Other expenses, net	49	25	110	47
Total costs and other	538	475	1,039	950
OPERATING (LOSS) INCOME	11	41	119	156
NON-OPERATING (LOSS) INCOME
Interest and debt expense, net	(94)	(83)	(186)	(167)
Net gain on early extinguishment of debt	24		24	4
Gain on asset divestitures	1		1	21
Other non-operating expenses	(5)	(5)	(12)	(9)
(LOSS) INCOME BEFORE INCOME TAXES	(63)	(47)	(54)	5
Income tax	0	0	0	0
NET (LOSS) INCOME	(63)	(47)	(54)	5
Net income attributable to noncontrolling interests	(19)	(1)	(30)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK	(82)	$ (48)	(84)	$ 5
Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
REVENUES AND OTHER
Oil and gas sales	5
Other revenue	31
Total revenues and other	36
COSTS AND OTHER
Other expenses, net	36
Total costs and other	36
ASU 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
REVENUES AND OTHER
Oil and gas sales			12
Other revenue			66
Total revenues and other			78
COSTS AND OTHER
Other expenses, net			78
Total costs and other			78
ASU 2014-09 | Balances without Adoption of ASC 606
REVENUES AND OTHER
Oil and gas sales	652		1,220
Net derivative loss from commodity contracts	(167)		(205)
Other revenue	28		65
Total revenues and other	513		1,080
COSTS AND OTHER
Production costs	231		443
General and administrative expenses	90		153
Depreciation, depletion and amortization	125		244
Taxes other than on income	37		75
Exploration expenses	6		14
Other expenses, net	13		32
Total costs and other	502		961
OPERATING (LOSS) INCOME	11		119
NON-OPERATING (LOSS) INCOME
Interest and debt expense, net	(94)		(186)
Net gain on early extinguishment of debt	24		24
Gain on asset divestitures	1		1
Other non-operating expenses	(5)		(12)
(LOSS) INCOME BEFORE INCOME TAXES	(63)		(54)
NET (LOSS) INCOME	(63)		(54)
Net income attributable to noncontrolling interests	(19)		(30)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK	$ (82)		$ (84)

CONDENSED CONSOLIDATING FINAN57

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance sheets (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018		Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Assets
Total current assets	$ 559		$ 483
Total property, plant and equipment, net	6,334		5,696
Other assets	47		28
TOTAL ASSETS	6,940		6,207
Total current liabilities	893		732
Long-term debt	5,075		5,306
Deferred gain and issuance costs, net	265		287
Other long-term liabilities	617		602
Mezzanine equity	735
Total equity	(645)	[1]	(720)	$ (491)	$ (557)
TOTAL LIABILITIES AND EQUITY	6,940		6,207
Reportable Legal Entity | Parent
Assets
Total current assets	14		13
Total property, plant and equipment, net	22		24
Investments in consolidated subsidiaries	5,625		5,105
Other assets	9
TOTAL ASSETS	5,670		5,142
Total current liabilities	102		122
Long-term debt	5,075		5,306
Deferred gain and issuance costs, net	265		287
Other long-term liabilities	155		154
Amounts due to (from) affiliates	862		87
Total equity	(789)		(814)
TOTAL LIABILITIES AND EQUITY	5,670		5,142
Reportable Legal Entity | Combined Guarantor Subsidiaries
Assets
Total current assets	468		464
Total property, plant and equipment, net	5,761		5,580
Investments in consolidated subsidiaries	141		606
Other assets	24		27
TOTAL ASSETS	6,394		6,677
Total current liabilities	788		613
Other long-term liabilities	454		445
Amounts due to (from) affiliates	(862)		(87)
Total equity	6,014		5,706
TOTAL LIABILITIES AND EQUITY	6,394		6,677
Reportable Legal Entity | Combined Non-Guarantor Subsidiaries
Assets
Total current assets	85		12
Total property, plant and equipment, net	551		92
Other assets	14		1
TOTAL ASSETS	650		105
Total current liabilities	11		3
Other long-term liabilities	8		3
Mezzanine equity	735
Total equity	(104)		99
TOTAL LIABILITIES AND EQUITY	650		105
Eliminations
Assets
Total current assets	(8)		(6)
Investments in consolidated subsidiaries	(5,766)		(5,711)
TOTAL ASSETS	(5,774)		(5,717)
Total current liabilities	(8)		(6)
Total equity	(5,766)		(5,711)
TOTAL LIABILITIES AND EQUITY	$ (5,774)		$ (5,717)
Maximum
Total consolidated assets held by Non-Guarantor Subsidiaries (as a percent)	1.00%
[1]	Excludes redeemable noncontrolling interest recorded in mezzanine equity. See Note 6 Joint Ventures for more information.

CONDENSED CONSOLIDATING FINAN58

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other	$ 549	$ 516	$ 1,158	$ 1,106
Total costs and other	538	475	1,039	950
Non-operating (loss) income	(74)	(88)	(173)	(151)
NET (LOSS) INCOME	(63)	(47)	(54)	5
Net (income) loss attributable to noncontrolling interest	(19)	(1)	(30)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK	(82)	(48)	(84)	5
Eliminations
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other	(71)	(21)	(113)	(21)
Total costs and other	(71)	(21)	(113)	(21)
Parent | Reportable Legal Entity
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other		18	1	17
Total costs and other	64	54	107	107
Non-operating (loss) income	(74)	(88)	(173)	(169)
NET (LOSS) INCOME	(138)	(124)	(279)	(259)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK	(138)	(124)	(279)	(259)
Combined Guarantor Subsidiaries | Reportable Legal Entity
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other	526	515	1,111	1,105
Total costs and other	499	439	960	859
Non-operating (loss) income				18
NET (LOSS) INCOME	27	76	151	264
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK	27	76	151	264
Combined Non-Guarantor Subsidiaries | Reportable Legal Entity
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other	94	4	159	5
Total costs and other	46	3	85	$ 5
NET (LOSS) INCOME	48	1	74
Net (income) loss attributable to noncontrolling interest	(19)	$ (1)	(30)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK	$ 29		$ 44

CONDENSED CONSOLIDATING FINAN59

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Net cash (used) provided by operating activities	$ 234	$ 120
Net cash used in investing activities	(807)	(74)
Net cash provided (used) by financing activities	595	(49)
Increase (decrease) in cash and cash equivalents	22	(3)
Cash-beginning of period	20	12
Cash-end of period	42	9
Parent | Reportable Legal Entity
Net cash (used) provided by operating activities	(334)	(319)
Net cash used in investing activities	(1)	(1)
Net cash provided (used) by financing activities	334	321
Increase (decrease) in cash and cash equivalents	(1)	1
Cash-beginning of period	7
Cash-end of period	6	1
Combined Guarantor Subsidiaries | Reportable Legal Entity
Net cash (used) provided by operating activities	480	437
Net cash used in investing activities	(776)	(26)
Net cash provided (used) by financing activities	293	(417)
Increase (decrease) in cash and cash equivalents	(3)	(6)
Cash-beginning of period	8	12
Cash-end of period	5	6
Combined Non-Guarantor Subsidiaries | Reportable Legal Entity
Net cash (used) provided by operating activities	88	2
Net cash used in investing activities	(30)	(47)
Net cash provided (used) by financing activities	(32)	47
Increase (decrease) in cash and cash equivalents	26	2
Cash-beginning of period	5
Cash-end of period	$ 31	$ 2