California Resources (CRC) 10-Q 1 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2018shares
Document and Entity Information
Entity Registrant Name	California Resources Corp
Entity Central Index Key	1,609,253
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding	48,565,905

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2018		Dec. 31, 2017
CURRENT ASSETS
Cash	$ 31		$ 20
Trade receivables	293		277
Inventories	69		56
Other current assets, net	153		130
Total current assets	546		483
PROPERTY, PLANT AND EQUIPMENT	22,323		21,260
Accumulated depreciation, depletion and amortization	(15,937)		(15,564)
Total property, plant and equipment, net	6,386		5,696
OTHER ASSETS	52		28
TOTAL ASSETS	6,984		6,207
CURRENT LIABILITIES
Accounts payable	349		257
Accrued liabilities	522		475
Total current liabilities	871		732
LONG-TERM DEBT	5,108		5,306
DEFERRED GAIN AND ISSUANCE COSTS, NET	253		287
OTHER LONG-TERM LIABILITIES	612		602
MEZZANINE EQUITY
Redeemable noncontrolling interest	745
EQUITY
Preferred stock (20 million shares authorized at $0.01 par value) no shares outstanding at September 30, 2018 and December 31, 2017
Common stock (200 million shares authorized at $0.01 par value) outstanding shares (September 30, 2018 - 48,565,905 and December 31, 2017 - 42,901,946)
Additional paid-in capital	4,983		4,879
Accumulated deficit	(5,688)		(5,670)
Accumulated other comprehensive loss	(20)		(23)
Total equity attributable to common stock	(725)		(814)
Noncontrolling interests	120		94
Total equity	(605)	[1]	(720)
TOTAL LIABILITIES AND EQUITY	$ 6,984		$ 6,207
[1]	Excludes redeemable noncontrolling interest recorded in mezzanine equity. See Note 6 Joint Ventures for more information.

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 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	48,565,905	42,901,946

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
REVENUES AND OTHER
Oil and gas sales	$ 700	$ 461	$ 1,932	$ 1,387
Net derivative (loss) gain from commodity contracts	(54)	(65)	(259)	51
Other revenue	182	49	313	113
Total revenues and other	828	445	1,986	1,551
COSTS AND OTHER
Production costs	236	222	679	649
General and administrative expenses	81	61	234	183
Depreciation, depletion and amortization	128	134	372	412
Taxes other than on income	45	39	120	103
Exploration expense	4	5	18	17
Other expenses, net	149	29	259	76
Total costs and other	643	490	1,682	1,440
OPERATING INCOME (LOSS)	185	(45)	304	111
NON-OPERATING (LOSS) INCOME
Interest and debt expense, net	(95)	(85)	(281)	(252)
Net gain on early extinguishment of debt	2		26	4
Gain on asset divestitures	3		4	21
Other non-operating expenses	(4)	(2)	(16)	(11)
INCOME (LOSS) BEFORE INCOME TAXES	91	(132)	37	(127)
Income tax	0	0	0	0
NET INCOME (LOSS)	91	(132)	37	(127)
Net income attributable to noncontrolling interests	(25)	(1)	(55)	(1)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$ 66	$ (133)	$ (18)	$ (128)
Net income (loss) attributable to common stock per share
Basic (in dollars per share)	$ 1.34	$ (3.11)	$ (0.38)	$ (3.01)
Diluted (in dollars per share)	$ 1.32	$ (3.11)	$ (0.38)	$ (3.01)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Condensed Consolidated Statements of Comprehensive Income
Net income (loss)		$ 91	$ (132)	$ 37	$ (127)
Other comprehensive income items:
Reclassification of realized losses on pension and postretirement benefits to income	[1]		1	3	4
Total other comprehensive income			1	3	4
Comprehensive income attributable to noncontrolling interest		(25)	(1)	(55)	(1)
Comprehensive income (loss) attributable to common stock		$ 66	$ (132)	$ (15)	$ (124)
[1]	No associated tax for the three and nine months ended September 30, 2018 and 2017. See Note 11 Pension and Postretirement Benefit Plans for additional information.

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Condensed Consolidated Statements of Comprehensive Income
Pension and postretirement income, associated tax	$ 0	$ 0	$ 0	$ 0

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)	$ 37	$ (127)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	372	412
Net derivative loss (gain) from commodity contracts	259	(51)
Net (payments) proceeds on settled commodity derivatives	(178)	15
Net gain on early extinguishment of debt	(26)	(4)
Amortization of deferred gain	(58)	(55)
Gain on asset divestitures	(4)	(21)
Other non-cash charges to income, net	78	46
Dry hole expenses	4	1
Changes in operating assets and liabilities, net	(91)	9
Net cash provided by operating activities	393	225
CASH FLOW FROM INVESTING ACTIVITIES
Capital investments	(504)	(232)
Changes in capital investment accruals	40	26
Asset divestitures	17	33
Acquisitions	(514)
Other	(4)	(1)
Net cash used in investing activities	(965)	(174)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from 2014 Revolving Credit Facility	1,822	1,000
Repayments of 2014 Revolving Credit Facility	(1,843)	(1,010)
Payments on 2014 Term Loan		(91)
Debt repurchases	(149)	(24)
Debt transaction costs	(4)	(2)
Contributions from noncontrolling interest holders, net	796	98
Distributions paid to noncontrolling interest holders	(80)	(6)
Issuance of common stock	52	2
Shares canceled for taxes	(11)	(2)
Net cash provided (used) by financing activities	583	(35)
Increase in cash	11	16
Cash-beginning of period	20	12
Cash-end of period	$ 31	$ 28

Condensed Consolidated Statem_5

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
Beginning balance at Dec. 31, 2016		$ (557)	$ 4,861	$ (5,404)	$ (14)		$ (557)
Increase (decrease) in Equity
Net (loss) income		(128)		(128)		$ 1	(127)
Contributions from noncontrolling interest holders, net						98	98
Distributions paid to noncontrolling interest holders						(6)	(6)
Other comprehensive income		4			4		4
Share-based compensation, net		14	14				14
Ending balance at Sep. 30, 2017		(667)	4,875	(5,532)	(10)	93	(574)
Beginning balance at Dec. 31, 2017		(814)	4,879	(5,670)	(23)	94	(720)
Increase (decrease) in Equity
Net (loss) income		(18)		(18)		(16)	(34)	[1]
Contributions from noncontrolling interest holders, net						82	82	[1]
Distributions paid to noncontrolling interest holders						(40)	(40)	[1]
Issuance of common stock	[2]	101	101				101
Other comprehensive income		3			3		3
Share-based compensation, net		3	3				3
Ending balance at Sep. 30, 2018		$ (725)	$ 4,983	$ (5,688)	$ (20)	$ 120	$ (605)	[1]
[1]	Excludes redeemable noncontrolling interest recorded in mezzanine equity. See Note 6 Joint Ventures for more information.
[2]	Includes 2.85 million shares of common stock (valued at $51 million at issuance) issued to Chevron in connection with our acquisition of Chevron's working interest in Elk Hills unit and 2.3 million shares of common stock (valued at $50 million at issuance) issued to an Ares-led investor group in connection with the formation of our Ares JV. See Note 7 Acquisitions and Divestitures for more information.

Condensed Consolidated Statem_6

Condensed Consolidated Statements of Equity (Parenthetical) shares in Thousands, $ in Millions	9 Months Ended
	Sep. 30, 2018USD ($)shares
Value of common stock at issuance	$ 101	[1]
Chevron
Common stock shares issued (in shares) | shares	2,850
Value of common stock at issuance	$ 51
Ares-led investor group | Ares JV
Common stock shares issued (in shares) | shares	2,300
Value of common stock at issuance	$ 50
[1]	Includes 2.85 million shares of common stock (valued at $51 million at issuance) issued to Chevron in connection with our acquisition of Chevron's working interest in Elk Hills unit and 2.3 million shares of common stock (valued at $50 million at issuance) issued to an Ares-led investor group in connection with the formation of our Ares JV. See Note 7 Acquisitions and Divestitures for more information.

THE SPIN-OFF AND BASIS OF PRESE

THE SPIN-OFF AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 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 September 30, 2018 and December 31, 2017 and the statements of operations, comprehensive income, cash flows and equity for the three and nine months ended September 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	9 Months Ended
	Sep. 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. In July 2018, the FASB provided optional transition relief allowing a prospective approach in applying the new rules by not adjusting comparative period financial information for the effects of the new rules and not requiring disclosures for periods before the effective date. These rules will be effective for us on January 1, 2019, which we expect to apply prospectively. We have identified our lease population and are currently implementing lease accounting software among other activities. 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), which superseded existing revenue recognition requirements reported in accordance with U.S. generally accepted accounting principles (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 adjustment 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 to 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. Components of accumulated other comprehensive income (AOCI) are recorded net of related taxes determined using prevailing rates when the components are initially recorded. When the U.S. federal corporate tax rates changed in December 2017, a difference arose between tax amounts recorded to AOCI as compared to the expected tax amount using the newly enacted corporate tax rates. Our accounting policy is to remove such residual tax differences from AOCI when the related components are ultimately settled. In February 2018, the FASB issued rules that give entities the option to reclassify this residual difference from AOCI to retained earnings. We early adopted this accounting standard in the first quarter of 2018 without reclassifying this residual tax difference to retained earnings.

OTHER INFORMATION

OTHER INFORMATION	9 Months Ended
	Sep. 30, 2018
OTHER INFORMATION
OTHER INFORMATION	NOTE 3 OTHER INFORMATION Cash at September 30, 2018 and December 31, 2017 included approximately $13 million and $5 million, respectively, which is restricted under one of our joint venture agreements. Other current assets, net as of September 30, 2018 and December 31, 2017 consisted of the following: September 30, December 31, 2018 2017 (in millions) Amounts due from joint interest partners $ 87 $ 76 Derivative assets from commodities contracts 34 23 Prepaid expenses 23 19 Asset held for sale — 12 Other 9 — Other current assets, net $ 153 $ 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 September 30, 2018 and December 31, 2017 consisted of the following: September 30, December 31, 2018 2017 (in millions) Derivative liabilities from commodities contracts $ 191 $ 154 Accrued taxes other than on income 65 130 Accrued employee-related costs 106 86 Accrued interest 60 23 Other 100 82 Accrued liabilities $ 522 $ 475 Other long-term liabilities included asset retirement obligations of $417 million and $403 million at September 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 nine months ended September 30, 2018 and 2017. Interest paid, net of capitalized amounts, totaled approximately $278 million and $249 million for the nine months ended September 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	9 Months Ended
	Sep. 30, 2018
INVENTORIES
INVENTORIES	NOTE 4 INVENTORIES Inventories as of September 30, 2018 and December 31, 2017 consisted of the following: September 30, December 31, 2018 2017 (in millions) Materials and supplies $ 64 $ 53 Finished goods 5 3 Total $ 69 $ 56

DEBT

DEBT	9 Months Ended
	Sep. 30, 2018
DEBT
DEBT	NOTE 5 DEBT As of September 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) September 30, December 31, 2018 2017 Interest Rate Maturity Security Credit Agreements 2014 Revolving Credit Facility $ 342 $ 363 LIBOR plus 3.25%-4.00% 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% December 31, 2021 First-Priority Lien Second Lien Notes Second Lien Notes 2,122 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 144 193 6% November 15, 2024 Unsecured Total $ 5,108 $ 5,306 Note: For a detailed description of our credit agreements, second lien notes and senior notes, please see our most recent Form 10-K for the year ended December 31, 2017. (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 in principal of the 2016 Credit Agreement is outstanding at that time. (b) The Second Lien Notes require principal repayments of approximately $335 million in June 2021, $67 million in December 2021 and $70 million in June 2022. Deferred Gain and Issuance Costs As of September 30, 2018, net deferred gain and issuance costs were $253 million, consisting of $357 million of a deferred gain offset by $104 million of deferred issuance costs and original issue discounts. The December 31, 2017 net deferred gain and issuance costs were $287 million, consisting of $415 million of a deferred gain offset by $128 million of deferred issuance costs and original issue discounts. 2014 Revolving Credit Facility As of September 30, 2018, we had approximately $490 million of available borrowing capacity, subject to a $150 million month-end minimum liquidity requirement. The borrowing base under this facility was reaffirmed at $2.3 billion in October 2018. Our 2014 Revolving Credit Facility also includes a sub-limit of $400 million for the issuance of letters of credit. As of September 30, 2018 and December 31, 2017, we had letters of credit outstanding of approximately $167 million and $148 million, respectively. These letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. Note Repurchases In the third quarter of 2018, we repurchased $31 million in aggregate principal amount of our 8% senior secured second lien notes due December 15, 2022 (Second Lien Notes) and $1 million of our 6% senior notes due November 15, 2024 (2024 Notes) for $30 million, resulting in a $2 million pre-tax gain, net of a reduction in deferred issuance costs. In the nine months ended September 30, 2018, we repurchased $128 million and $49 million in aggregate principal amount of our Second Lien Notes and our 2024 Notes, respectively, for $149 million in cash resulting in a pre-tax gain of $26 million, net of a reduction in 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 September 30, 2018 and December 31, 2017, including the fair value of variable-rate debt, was approximately $5.0 billion and $4.8 billion, respectively, compared to a carrying value of approximately $5.1 billion and $5.3 billion, respectively. Amendments On August 20, 2018, we entered into an amendment to the 2014 Credit Agreement. The 2014 Credit Agreement was amended to, among other things: · permit us to draw on our revolver to repurchase our Second Lien Notes and Senior Notes at a discount to par in an amount up to $300 million; · permit us to draw on our revolver to repurchase our Second Lien Notes and Senior Notes at a discount to par, without regard to time limit, in an amount not to exceed a specified portion of proceeds from future dispositions of certain assets; · in connection with any repurchase of certain of our indebtedness, increase the minimum liquidity required to make such repurchase (calculated on a pro forma basis after giving effect to the repurchase) from $250 million to $300 million; and · enhance our ability to refinance our outstanding term loans under our 2017 Credit Agreement and 2016 Credit Agreement, Second Lien Notes and Senior Notes, in each case by allowing the use of permitted refinancing indebtedness for such refinancing so long as certain conditions are met. On September 18, 2018, we entered into an amendment to the 2017 Credit Agreement. The 2017 Credit Agreement was amended to, among other things: · permit us to repurchase our Second Lien Notes and Senior Notes at a discount to par, without regard to time limit, in an amount not to exceed a specified portion of proceeds from dispositions of certain assets; and · enhance our ability to refinance our outstanding Second Lien Notes, Senior Notes and 2016 Credit Agreement, in each case by allowing the use of permitted refinancing indebtedness for such refinancing so long as certain conditions are met. Other At September 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. A one-eighth percent change in the variable interest rates on the borrowings under our Credit Facilities on September 30, 2018 would result in a $3 million change in annual interest expense.

JOINT VENTURES

JOINT VENTURES	9 Months Ended
	Sep. 30, 2018
JOINT VENTURES
JOINT VENTURES	NOTE 6 JOINT VENTURES Noncontrolling Interests The following table presents the changes in noncontrolling interests by joint venture partners (described in greater detail below), reported in equity and mezzanine equity on the condensed consolidated balance sheets, for the nine months ended September 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 (8) (8) (16) 71 Contributions from noncontrolling interest holders, net 33 49 82 714 Distributions to noncontrolling interest holders (5) (35) (40) (40) Balance, September 30, 2018 $ 20 $ 100 $ 120 $ 745 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. 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. Monthly, the Ares JV is also required to distribute its excess cash flow over its working capital requirements to the Class C common interests, on a pro-rata basis. 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 cause a redemption 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. Additionally, in the first quarter of 2018, 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 $150 million in three equal 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. In June 2018, the parties amended the initial 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 $46 million in the nine months ended September 30, 2018. MIRA expects to contribute $11 million for drilling projects in the fourth quarter of 2018 and the balance of the committed amount in 2019. Subsequent Events In October 2018, we entered into three joint ventures where our partners carry a portion of our costs. The JV partners have committed capital of approximately $35 million and could provide additional capital if certain milestones are met. We have committed $13 million over a three-year period in connection with these joint ventures.

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS AND DIVESTITURES	9 Months Ended
	Sep. 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 $7 million of liabilities assumed relating to asset retirement obligations and favorable customary purchase price adjustments of $2 million. 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 September 30, 2018, the remaining commitment was approximately $18 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 unit. 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 (in millions): Consideration: Cash $ 462 Purchase price adjustments (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 is being amortized into other expenses, net. Divestitures During the nine months ended September 30, 2018, we divested non-core assets resulting in $17 million of proceeds and a $4 million gain. During the nine months ended September 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	9 Months Ended
	Sep. 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 September 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 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 September 30, 2018, we are not aware of material indemnity claims pending or threatened against the company. In October 2018, we settled the examination by the Internal Revenue Service (IRS) of our U.S. federal income tax returns for the post-Spin-off period in 2014 and calendar year 2015. There were no changes to our tax filings as a result of the examination. We remain subject to examination by the IRS for calendar years 2016 and 2017 as well as for all periods subsequent to the Spin-off by the state of California.

DERIVATIVES

DERIVATIVES	9 Months Ended
	Sep. 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 improve 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 September 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 September 30, 2018: Q4 Q1 Q2 Q3 Q4 2018 2019 2019 2019 2019 Sold Calls: Barrels per day 15,000 15,000 5,000 — — Weighted-average price per barrel $ 58.83 $ 66.15 $ 68.45 $ — $ — Purchased Calls: Barrels per day — 2,000 — — — Weighted-average price per barrel $ — $ 71.00 $ — $ — $ — Purchased Puts: Barrels per day — 33,000 35,000 30,000 20,000 Weighted-average price per barrel $ — $ 63.48 $ 68.29 $ 71.67 $ 75.00 Sold Puts: Barrels per day 19,000 35,000 30,000 30,000 20,000 Weighted-average price per barrel $ 45.00 $ 50.71 $ 55.00 $ 56.67 $ 60.00 Swaps: Barrels per day 48,000 7,000 (1) — — — Weighted-average price per barrel $ 60.35 $ 67.71 $ — $ — $ — Note: Additional hedges for 2019 and 2020 were put in place after September 30, 2018 that are not included in the table above. (1) 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. The BSP JV entered into crude oil derivatives that are included in our consolidated results but not in the above table. The hedges entered into by the BSP JV could affect the timing of the redemption of the JV interest. The BSP JV sold calls for up to approximately 1,000 barrels per day at a weighted-average price per barrel of $60.00 per barrel for 2018 through 2020. The BSP JV purchased puts for up to approximately 2,000 barrels per day at a weighted-average price per barrel of approximately $50.00 for 2018 through 2021. 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 September 30, 2018 and December 31, 2017 (in millions): September 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 $ 34 $ — $ 34 Other assets 13 — 13 Liabilities: Accrued liabilities (191) — (191) Other long-term liabilities (9) — (9) Total derivatives $ (153) $ — $ (153) 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 September 30, 2018, we reported the fair value of our interest rate derivatives of $9 million in other assets on our condensed consolidated balance sheets. For the three months ended September 30, 2018, we reported a $1 million gain on these contracts in other non-operating expense on our condensed consolidated statements of operations.

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 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 nine months ended September 30, 2018 and 2017: Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 (in millions, except per-share amounts) Net income (loss) $ 91 $ (132) $ 37 $ (127) Net income attributable to noncontrolling interest (25) (1) (55) (1) Net income (loss) attributable to common stock 66 (133) (18) (128) Less: net income allocated to participating securities (1) — — — Net income (loss) available to common stockholders $ 65 $ (133) $ (18) $ (128) Weighted-average common shares outstanding - basic 48.5 42.7 47 42.5 Basic EPS $ 1.34 $ (3.11) $ (0.38) $ (3.01) Net income (loss) $ 91 $ (132) $ 37 $ (127) Net income attributable to noncontrolling interest (25) (1) (55) (1) Net income (loss) attributable to common stock 66 (133) (18) (128) Less: net income allocated to participating securities (1) — — — Net income (loss) available to common stockholders $ 65 $ (133) $ (18) $ (128) Weighted-average common shares outstanding - basic 48.5 42.7 47 42.5 Dilutive effect of potentially dilutive securities 0.6 — — — Weighted-average common shares outstanding - diluted 49.1 42.7 47 42.5 Diluted EPS $ 1.32 $ (3.11) $ (0.38) $ (3.01) Weighted-average anti-dilutive shares (a) 1.1 2.5 2.8 2.6 (a) Anti-dilutive shares represent potentially dilutive securities that are excluded from the computation of diluted EPS. In periods of income, anti-dilutive shares primarily include the effect of out-of-the-money stock options. In periods of loss, anti-dilutive shares include stock options and unvested awards.

PENSION AND POSTRETIREMENT BENE

PENSION AND POSTRETIREMENT BENEFIT PLANS	9 Months Ended
	Sep. 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 September 30, 2018 2017 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ — $ 1 $ — $ 1 Interest cost — 1 1 1 Expected return on plan assets (1) — (1) — Recognized actuarial loss 1 — — — Settlement loss — — 1 — Total $ — $ 2 $ 1 $ 2 Nine months ended September 30, 2018 2017 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ 1 $ 3 $ 1 $ 3 Interest cost 1 3 2 3 Expected return on plan assets (2) — (2) — Recognized actuarial loss 1 — 1 — Settlement loss 4 — 4 — Total $ 5 $ 6 $ 6 $ 6 We contributed $6 million and $1, respectively, to our defined benefit pension plans in the three months ended September 30, 2018 and 2017. We contributed $8 million and $6 million, respectively, to our defined benefit pension plans in the nine months ended September 30, 2018 and 2017. We do not expect to make any additional contributions to our defined benefit plans during the remainder of 2018. The 2018 and 2017 settlement losses were associated with early retirements.

REVENUE RECOGNITION

REVENUE RECOGNITION	9 Months Ended
	Sep. 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 sales of electricity and marketing activities related to storage and managing excess pipeline capacity. 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 the Elk Hills power plant that is not used in our operations is sold to the wholesale power market 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 delivery. 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, Trading and Other Marketing, trading and other revenue primarily includes our activities associated with storing, transporting and marketing our production as well as third-party volumes. To transport our natural gas as well as third-party volumes, 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 have not incurred any significant fees or penalties related to excess capacity on these commitments. We report our marketing and trading 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 nine months ended September 30, 2018 (in millions): Three months ended Nine months ended September 30, 2018 September 30, 2018 Oil and gas sales: Oil $ 568 $ 1,587 NGLs 71 195 Natural gas 61 150 700 1,932 Other revenue: Electricity 42 87 Marketing, trading and other 140 225 Interest income — 1 182 313 Net derivative loss from commodity contracts (54) (259) Total revenues and other $ 828 $ 1,986 The impact of the adoption of ASC 606 on our condensed consolidated statements of operations for the three and nine months ended September 30, 2018 was as follows (in millions): Three months ended Nine months ended September 30, 2018 September 30, 2018 As As Reported Previous Reported Previous ASC 606 GAAP Change ASC 606 GAAP Change REVENUES AND OTHER Oil and gas sales $ 700 $ 695 $ 5 $ 1,932 $ 1,915 $ 17 Net derivative loss from commodity contracts (54) (54) — (259) (259) — Other revenue 182 177 5 313 242 71 Total revenues and other 828 818 10 1,986 1,898 88 COSTS AND OTHER Production costs 236 236 — 679 679 — General and administrative expenses 81 81 — 234 234 — Depreciation, depletion and amortization 128 128 — 372 372 — Taxes other than on income 45 45 — 120 120 — Exploration expenses 4 4 — 18 18 — Other expenses, net 149 139 10 259 171 88 Total costs and other 643 633 10 1,682 1,594 88 OPERATING INCOME 185 185 — 304 304 — NON-OPERATING (LOSS) INCOME Interest and debt expense, net (95) (95) — (281) (281) — Net gain on early extinguishment of debt 2 2 — 26 26 — Gain on asset divestitures 3 3 — 4 4 — Other non-operating expenses (4) (4) — (16) (16) — INCOME BEFORE INCOME TAXES 91 91 — 37 37 — Income tax — — — — — — NET INCOME 91 91 — 37 37 — Net income attributable to noncontrolling interests (25) (25) — (55) (55) — NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ 66 $ 66 $ — $ (18) $ (18) $ — The adoption of ASC 606 did not have an impact on our condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2018
INCOME TAXES
INCOME TAXES	NOTE 13 INCOME TAXES For the three and nine months ended September 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 includes changes to maintain our full valuation allowance against our net deferred tax assets given our recent and anticipated future earnings trends. We believe that there is a reasonable possibility that some or all of this allowance could be released in the foreseeable future. However, the amount of the net deferred tax assets considered realizable depends on the level of profitability that we are able to actually achieve. 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	9 Months Ended
	Sep. 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 September 30, 2018 and December 31, 2017 and the condensed consolidating statements of operations and statements of cash flows for the three and nine months ended September 30, 2018 and 2017, as applicable, 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 (in millions) As of September 30, 2018 Total current assets $ 5 $ 475 $ 81 $ (15) $ 546 Total property, plant and equipment, net 32 5,823 531 — 6,386 Investments in consolidated subsidiaries 5,858 178 — (6,036) — Other assets 10 29 13 — 52 TOTAL ASSETS $ 5,905 $ 6,505 $ 625 $ (6,051) $ 6,984 Total current liabilities 187 682 17 (15) 871 Long-term debt 5,108 — — — 5,108 Deferred gain and issuance costs, net 253 — — — 253 Other long-term liabilities 152 451 9 — 612 Amounts due to (from) affiliates 929 (929) — — — Mezzanine equity — — 745 — 745 Total equity (724) 6,301 (146) (6,036) (605) TOTAL LIABILITIES AND EQUITY $ 5,905 $ 6,505 $ 625 $ (6,051) $ 6,984 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 Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated (in millions) For the three months ended September 30, 2018 Total revenues and other $ — $ 766 $ 135 $ (73) $ 828 Total costs and other 62 582 72 (73) 643 Non-operating (loss) income (99) 5 — — (94) NET INCOME (LOSS) (161) 189 63 — 91 Net income attributable to noncontrolling interests — — (25) — (25) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (161) $ 189 $ 38 $ — $ 66 For the three months ended September 30, 2017 Total revenues and other $ 5 $ 446 $ 5 $ (11) $ 445 Total costs and other 58 439 4 (11) 490 Non-operating (loss) income (87) — — — (87) NET (LOSS) INCOME (140) 7 1 — (132) Net income attributable to noncontrolling interest — — (1) — (1) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (140) $ 7 $ — $ — $ (133) Condensed Consolidating Statements of Operations Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated (in millions) For the nine months ended September 30, 2018 Total revenues and other $ 1 $ 1,878 $ 293 $ (186) $ 1,986 Total costs and other 169 1,542 157 (186) 1,682 Non-operating (loss) income (272) 5 — — (267) NET INCOME (LOSS) (440) 341 136 — 37 Net income attributable to noncontrolling interests — — (55) — (55) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (440) $ 341 $ 81 $ — $ (18) For the nine months ended September 30, 2017 Total revenues and other $ 22 $ 1,551 $ 10 $ (32) $ 1,551 Total costs and other 165 1,298 9 (32) 1,440 Non-operating (loss) income (256) 18 — — (238) NET (LOSS) INCOME (399) 271 1 — (127) Net income attributable to noncontrolling interest — — (1) — (1) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (399) $ 271 $ — $ — $ (128) Condensed Consolidating Statements of Cash Flows Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated (in millions) For the nine months ended September 30, 2018 Net cash (used) provided by operating activities $ (433) $ 645 $ 181 $ — $ 393 Net cash used in investing activities (3) (921) (41) — (965) Net cash provided (used) by financing activities 429 278 (124) — 583 Increase in cash (7) 2 16 — 11 Cash—beginning of period 7 8 5 — 20 Cash—end of period $ — $ 10 $ 21 $ — $ 31 For the nine months ended September 30, 2017 Net cash (used) provided by operating activities $ (403) $ 621 $ 7 $ — $ 225 Net cash used in investing activities (2) (90) (82) — (174) Net cash provided (used) by financing activities 409 (536) 92 — (35) Increase (decrease) in cash 4 (5) 17 — 16 Cash—beginning of period — 12 — — 12 Cash—end of period $ 4 $ 7 $ 17 $ — $ 28

THE SPIN-OFF AND BASIS OF PRE_2

THE SPIN-OFF AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 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 September 30, 2018 and December 31, 2017 and the statements of operations, comprehensive income, cash flows and equity for the three and nine months ended September 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)	9 Months Ended
	Sep. 30, 2018
OTHER INFORMATION
Schedule of other current assets, net	September 30, December 31, 2018 2017 (in millions) Amounts due from joint interest partners $ 87 $ 76 Derivative assets from commodities contracts 34 23 Prepaid expenses 23 19 Asset held for sale — 12 Other 9 — Other current assets, net $ 153 $ 130
Schedule of accrued liabilities	September 30, December 31, 2018 2017 (in millions) Derivative liabilities from commodities contracts $ 191 $ 154 Accrued taxes other than on income 65 130 Accrued employee-related costs 106 86 Accrued interest 60 23 Other 100 82 Accrued liabilities $ 522 $ 475

INVENTORIES (Tables)

INVENTORIES (Tables)	9 Months Ended
	Sep. 30, 2018
INVENTORIES
Schedule of Inventories	September 30, December 31, 2018 2017 (in millions) Materials and supplies $ 64 $ 53 Finished goods 5 3 Total $ 69 $ 56

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2018
DEBT
Schedule of Debt	Outstanding Principal (in millions) September 30, December 31, 2018 2017 Interest Rate Maturity Security Credit Agreements 2014 Revolving Credit Facility $ 342 $ 363 LIBOR plus 3.25%-4.00% 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% December 31, 2021 First-Priority Lien Second Lien Notes Second Lien Notes 2,122 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 144 193 6% November 15, 2024 Unsecured Total $ 5,108 $ 5,306 Note: For a detailed description of our credit agreements, second lien notes and senior notes, please see our most recent Form 10-K for the year ended December 31, 2017. (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 in principal of the 2016 Credit Agreement is outstanding at that time. (b) The Second Lien Notes require principal repayments of approximately $335 million in June 2021, $67 million in December 2021 and $70 million in June 2022.

JOINT VENTURES (Tables)

JOINT VENTURES (Tables)	9 Months Ended
	Sep. 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 (8) (8) (16) 71 Contributions from noncontrolling interest holders, net 33 49 82 714 Distributions to noncontrolling interest holders (5) (35) (40) (40) Balance, September 30, 2018 $ 20 $ 100 $ 120 $ 745

ACQUISITIONS AND DIVESTITURES (

ACQUISITIONS AND DIVESTITURES (Tables)	9 Months Ended
	Sep. 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	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 (in millions): Consideration: Cash $ 462 Purchase price adjustments (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)	9 Months Ended
	Sep. 30, 2018
DERIVATIVES
Schedule of oil hedge positions	Q4 Q1 Q2 Q3 Q4 2018 2019 2019 2019 2019 Sold Calls: Barrels per day 15,000 15,000 5,000 — — Weighted-average price per barrel $ 58.83 $ 66.15 $ 68.45 $ — $ — Purchased Calls: Barrels per day — 2,000 — — — Weighted-average price per barrel $ — $ 71.00 $ — $ — $ — Purchased Puts: Barrels per day — 33,000 35,000 30,000 20,000 Weighted-average price per barrel $ — $ 63.48 $ 68.29 $ 71.67 $ 75.00 Sold Puts: Barrels per day 19,000 35,000 30,000 30,000 20,000 Weighted-average price per barrel $ 45.00 $ 50.71 $ 55.00 $ 56.67 $ 60.00 Swaps: Barrels per day 48,000 7,000 (1) — — — Weighted-average price per barrel $ 60.35 $ 67.71 $ — $ — $ — Note: Additional hedges for 2019 and 2020 were put in place after September 30, 2018 that are not included in the table above. (1) 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 September 30, 2018 and December 31, 2017 (in millions): September 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 $ 34 $ — $ 34 Other assets 13 — 13 Liabilities: Accrued liabilities (191) — (191) Other long-term liabilities (9) — (9) Total derivatives $ (153) $ — $ (153) 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)	9 Months Ended
	Sep. 30, 2018
EARNINGS PER SHARE
Calculation of basic and diluted EPS	Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 (in millions, except per-share amounts) Net income (loss) $ 91 $ (132) $ 37 $ (127) Net income attributable to noncontrolling interest (25) (1) (55) (1) Net income (loss) attributable to common stock 66 (133) (18) (128) Less: net income allocated to participating securities (1) — — — Net income (loss) available to common stockholders $ 65 $ (133) $ (18) $ (128) Weighted-average common shares outstanding - basic 48.5 42.7 47 42.5 Basic EPS $ 1.34 $ (3.11) $ (0.38) $ (3.01) Net income (loss) $ 91 $ (132) $ 37 $ (127) Net income attributable to noncontrolling interest (25) (1) (55) (1) Net income (loss) attributable to common stock 66 (133) (18) (128) Less: net income allocated to participating securities (1) — — — Net income (loss) available to common stockholders $ 65 $ (133) $ (18) $ (128) Weighted-average common shares outstanding - basic 48.5 42.7 47 42.5 Dilutive effect of potentially dilutive securities 0.6 — — — Weighted-average common shares outstanding - diluted 49.1 42.7 47 42.5 Diluted EPS $ 1.32 $ (3.11) $ (0.38) $ (3.01) Weighted-average anti-dilutive shares (a) 1.1 2.5 2.8 2.6 Anti-dilutive shares represent potentially dilutive securities that are excluded from the computation of diluted EPS. In periods of income, anti-dilutive shares primarily include the effect of out-of-the-money stock options. In periods of loss, anti-dilutive shares include stock options and unvested awards.

PENSION AND POSTRETIREMENT BE_2

PENSION AND POSTRETIREMENT BENEFIT PLANS (Tables)	9 Months Ended
	Sep. 30, 2018
PENSION AND POSTRETIREMENT BENEFIT PLANS
Components of the net periodic benefit costs	Three months ended September 30, 2018 2017 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ — $ 1 $ — $ 1 Interest cost — 1 1 1 Expected return on plan assets (1) — (1) — Recognized actuarial loss 1 — — — Settlement loss — — 1 — Total $ — $ 2 $ 1 $ 2 Nine months ended September 30, 2018 2017 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ 1 $ 3 $ 1 $ 3 Interest cost 1 3 2 3 Expected return on plan assets (2) — (2) — Recognized actuarial loss 1 — 1 — Settlement loss 4 — 4 — Total $ 5 $ 6 $ 6 $ 6

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	9 Months Ended
	Sep. 30, 2018
Revenue recognition
Schedule of disaggregated revenue	The following table provides disaggregated revenue for the three and nine months ended September 30, 2018 (in millions): Three months ended Nine months ended September 30, 2018 September 30, 2018 Oil and gas sales: Oil $ 568 $ 1,587 NGLs 71 195 Natural gas 61 150 700 1,932 Other revenue: Electricity 42 87 Marketing, trading and other 140 225 Interest income — 1 182 313 Net derivative loss from commodity contracts (54) (259) Total revenues and other $ 828 $ 1,986
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 nine months ended September 30, 2018 was as follows (in millions): Three months ended Nine months ended September 30, 2018 September 30, 2018 As As Reported Previous Reported Previous ASC 606 GAAP Change ASC 606 GAAP Change REVENUES AND OTHER Oil and gas sales $ 700 $ 695 $ 5 $ 1,932 $ 1,915 $ 17 Net derivative loss from commodity contracts (54) (54) — (259) (259) — Other revenue 182 177 5 313 242 71 Total revenues and other 828 818 10 1,986 1,898 88 COSTS AND OTHER Production costs 236 236 — 679 679 — General and administrative expenses 81 81 — 234 234 — Depreciation, depletion and amortization 128 128 — 372 372 — Taxes other than on income 45 45 — 120 120 — Exploration expenses 4 4 — 18 18 — Other expenses, net 149 139 10 259 171 88 Total costs and other 643 633 10 1,682 1,594 88 OPERATING INCOME 185 185 — 304 304 — NON-OPERATING (LOSS) INCOME Interest and debt expense, net (95) (95) — (281) (281) — Net gain on early extinguishment of debt 2 2 — 26 26 — Gain on asset divestitures 3 3 — 4 4 — Other non-operating expenses (4) (4) — (16) (16) — INCOME BEFORE INCOME TAXES 91 91 — 37 37 — Income tax — — — — — — NET INCOME 91 91 — 37 37 — Net income attributable to noncontrolling interests (25) (25) — (55) (55) — NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ 66 $ 66 $ — $ (18) $ (18) $ —

CONDENSED CONSOLIDATING FINAN_2

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)	9 Months Ended
	Sep. 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 (in millions) As of September 30, 2018 Total current assets $ 5 $ 475 $ 81 $ (15) $ 546 Total property, plant and equipment, net 32 5,823 531 — 6,386 Investments in consolidated subsidiaries 5,858 178 — (6,036) — Other assets 10 29 13 — 52 TOTAL ASSETS $ 5,905 $ 6,505 $ 625 $ (6,051) $ 6,984 Total current liabilities 187 682 17 (15) 871 Long-term debt 5,108 — — — 5,108 Deferred gain and issuance costs, net 253 — — — 253 Other long-term liabilities 152 451 9 — 612 Amounts due to (from) affiliates 929 (929) — — — Mezzanine equity — — 745 — 745 Total equity (724) 6,301 (146) (6,036) (605) TOTAL LIABILITIES AND EQUITY $ 5,905 $ 6,505 $ 625 $ (6,051) $ 6,984 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 Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated (in millions) For the three months ended September 30, 2018 Total revenues and other $ — $ 766 $ 135 $ (73) $ 828 Total costs and other 62 582 72 (73) 643 Non-operating (loss) income (99) 5 — — (94) NET INCOME (LOSS) (161) 189 63 — 91 Net income attributable to noncontrolling interests — — (25) — (25) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (161) $ 189 $ 38 $ — $ 66 For the three months ended September 30, 2017 Total revenues and other $ 5 $ 446 $ 5 $ (11) $ 445 Total costs and other 58 439 4 (11) 490 Non-operating (loss) income (87) — — — (87) NET (LOSS) INCOME (140) 7 1 — (132) Net income attributable to noncontrolling interest — — (1) — (1) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (140) $ 7 $ — $ — $ (133) Condensed Consolidating Statements of Operations Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated (in millions) For the nine months ended September 30, 2018 Total revenues and other $ 1 $ 1,878 $ 293 $ (186) $ 1,986 Total costs and other 169 1,542 157 (186) 1,682 Non-operating (loss) income (272) 5 — — (267) NET INCOME (LOSS) (440) 341 136 — 37 Net income attributable to noncontrolling interests — — (55) — (55) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ (440) $ 341 $ 81 $ — $ (18) For the nine months ended September 30, 2017 Total revenues and other $ 22 $ 1,551 $ 10 $ (32) $ 1,551 Total costs and other 165 1,298 9 (32) 1,440 Non-operating (loss) income (256) 18 — — (238) NET (LOSS) INCOME (399) 271 1 — (127) Net income attributable to noncontrolling interest — — (1) — (1) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK $ (399) $ 271 $ — $ — $ (128)
Schedule of Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statements of Cash Flows Combined Combined Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated (in millions) For the nine months ended September 30, 2018 Net cash (used) provided by operating activities $ (433) $ 645 $ 181 $ — $ 393 Net cash used in investing activities (3) (921) (41) — (965) Net cash provided (used) by financing activities 429 278 (124) — 583 Increase in cash (7) 2 16 — 11 Cash—beginning of period 7 8 5 — 20 Cash—end of period $ — $ 10 $ 21 $ — $ 31 For the nine months ended September 30, 2017 Net cash (used) provided by operating activities $ (403) $ 621 $ 7 $ — $ 225 Net cash used in investing activities (2) (90) (82) — (174) Net cash provided (used) by financing activities 409 (536) 92 — (35) Increase (decrease) in cash 4 (5) 17 — 16 Cash—beginning of period — 12 — — 12 Cash—end of period $ 4 $ 7 $ 17 $ — $ 28

THE SPIN-OFF AND BASIS OF PRE_3

THE SPIN-OFF AND BASIS OF PRESENTATION - Separation and Spin off (Details)	Nov. 30, 2014
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	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Cash restricted under our joint venture agreements	$ 13		$ 5
Amounts due from joint interest partners	87		76
Derivative assets from commodities contracts	34		23
Prepaid expenses	23		19
Asset held for sale			12
Other	9
Other current assets, net	153		130
Derivative liabilities from commodities contracts	191		154
Accrued taxes other than on income	65		130
Accrued employee-related costs	106		86
Accrued interest	60		23
Other	100		82
Accrued liabilities	522		475
Interest paid, net of capitalized amounts	$ 278	$ 249
Chevron
Stock issued in connection with acquisition ( in shares )	2,850
Value of common stock at issuance	$ 51
Other long-term liabilities
Non-current asset retirement obligation	$ 417		$ 403

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
INVENTORIES
Materials and supplies	$ 64	$ 53
Finished goods	5	3
Total	$ 69	$ 56

DEBT - Schedule of long-term de

DEBT - Schedule of long-term debt (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Debt
Long-term debt	$ 5,108	$ 5,306
2014 Revolving Credit Facility (Shared First Priority Lien)
Debt
Long-term debt	$ 342	$ 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 2016 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
Long-term debt	$ 2,122	$ 2,250
Debt instrument interest rate stated percentage	8.00%	8.00%
Principal amount due by June 2021	$ 335
Principal amount due by December 2021	67
Principal amount due by June 2022	70
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	$ 144	$ 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	Sep. 30, 2018	Dec. 31, 2017
DEBT
Net deferred gain and issuance costs	$ 253	$ 287
Deferred gains	357	415
Deferred issuance costs and original issue discounts	$ 104	$ 128

DEBT - 2014 Revolving Credit Fa

DEBT - 2014 Revolving Credit Facility (Details) - 2014 Revolving Credit Facility - USD ($) $ in Millions	1 Months Ended
	Oct. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Debt
Available borrowing capacity, subject to minimum liquidity requirement		$ 490
Minimum month end 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		$ 167	$ 148

DEBT - Note Repurchases (Detail

DEBT - Note Repurchases (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Second Lien Notes and 6% Senior Notes due 2024
Repurchases of debt
Repurchase value of the principal amounts	$ 30	$ 149
Pre-tax gain on extinguishment of debt, net of a reduction in deferred issuance costs	2	26
Second Lien Notes (Second Priority Lien)
Repurchases of debt
Principal amount of debt reduction through payment or repurchase	$ 31	$ 128
Debt instrument interest rate stated percentage	8.00%	8.00%	8.00%
Senior Notes (Unsecured) | 6% Senior Notes due 2024
Repurchases of debt
Principal amount of debt reduction through payment or repurchase	$ 1	$ 49
Debt instrument interest rate stated percentage	6.00%	6.00%	6.00%

DEBT - Fair Value (Details)

DEBT - Fair Value (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
DEBT
Estimated fair value of long-term debt	$ 5,000	$ 4,800
Debt carrying value	$ 5,108	$ 5,306

DEBT - Amendments (Details)

DEBT - Amendments (Details) - 2014 Revolving Credit Facility - USD ($) $ in Millions	Aug. 20, 2018	Aug. 19, 2018
Debt
Amount that can be drawn to repurchase Second Lien Notes and Senior Notes at a discount to par	$ 300
Minimum liquidity to repurchase indebtedness	$ 300	$ 250

DEBT - Other (Details)

DEBT - Other (Details) - Credit Agreements $ in Millions	Sep. 30, 2018USD ($)
Debt
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	9 Months Ended
	Sep. 30, 2018		Sep. 30, 2017
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	$ (720)		$ (557)
Contributions from noncontrolling interest holders, net	82	[1]	98
Distributions paid to noncontrolling interest holders	(40)	[1]	(6)
Ending balance	(605)	[1]	(574)
Equity Attributable to Noncontrolling Interest
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	94
Net income (loss) attributable to noncontrolling interest	(16)
Contributions from noncontrolling interest holders, net	82		98
Distributions paid to noncontrolling interest holders	(40)		(6)
Ending balance	120		$ 93
Equity Attributable to Noncontrolling Interest | Ares JV
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	0
Net income (loss) attributable to noncontrolling interest	(8)
Contributions from noncontrolling interest holders, net	33
Distributions paid to noncontrolling interest holders	(5)
Ending balance	20
Equity Attributable to Noncontrolling Interest | BSP JV
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	94
Net income (loss) attributable to noncontrolling interest	(8)
Contributions from noncontrolling interest holders, net	49
Distributions paid to noncontrolling interest holders	(35)
Ending balance	$ 100
[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	9 Months Ended
	Sep. 30, 2018USD ($)
Mezzanine Equity - Redeemable Noncontrolling Interest - Ares
Balance	$ 745
Mezzanine Equity - Redeemable Noncontrolling Interest
Mezzanine Equity - Redeemable Noncontrolling Interest - Ares
Net income (loss) attributable to noncontrolling interest	71
Contributions from noncontrolling interest holders, net	714
Distributions to noncontrolling interest holders	(40)
Balance	$ 745

JOINT VENTURES - Ares (Details)

JOINT VENTURES - Ares (Details) shares in Millions, $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Feb. 28, 2018USD ($)MWMMcf	Mar. 31, 2018USD ($)shares	Sep. 30, 2018USD ($)shares	Sep. 30, 2017USD ($)
JOINT VENTURES
Net proceeds received by CRC from the transaction			$ 796	$ 98
Ares JV
JOINT VENTURES
Net proceeds received by CRC from the transaction	$ 750
Joint venture transaction cost	$ 3
Ares JV | Ares-led investor group
JOINT VENTURES
CRC shares issued to Ares-led investor group in a private placement | shares		2.3	2.3
Purchase price of the CRC shares issued to Ares-led investor group in a private placement		$ 50
Class A common interest | Ares JV
JOINT VENTURES
Period in which monthly distributions can be deferred	3 years
Natural gas power and Gas processing plants | Ares JV
JOINT VENTURES
Power plant capacity | MW	550
Gas processing plant capacity | MMcf	200
ECR Corporate Holdings L.P. | Class A common interest | Ares JV
JOINT VENTURES
Percentage of common interest held by ECR	50.00%
ECR Corporate Holdings L.P. | Class B preferred interest | Ares JV
JOINT VENTURES
Percentage of common interest held by ECR	100.00%
ECR Corporate Holdings L.P. | Class C common interest | Ares JV
JOINT VENTURES
Percentage of common interest held by ECR	4.75%
ECR | Redemption prior to fifth year
JOINT VENTURES
Redemption period	5 years
ECR | Redemption prior to fifth year | Class A common interest
JOINT VENTURES
Redemption price	$ 60
ECR | Redemption prior to fifth year | Class B preferred interest
JOINT VENTURES
Redemption price	$ 750
ECR | Redemption prior to seven and a half years
JOINT VENTURES
Maximum extension period of redemption	2 years 6 months
Make-whole payment redemption period	7 years 6 months
ECR | Redemption prior to seven and a half years | Class A common interest
JOINT VENTURES
Redemption price	$ 80
ECR | Redemption prior to seven and a half years | Class B preferred interest
JOINT VENTURES
Redemption price	$ 750
Ares JV | Class A common interest
JOINT VENTURES
Percentage of common interest held by CRC	50.00%
Ares JV | Class C common interest
JOINT VENTURES
Percentage of common interest held by CRC	95.25%

JOINT VENTURES - BSP (Details)

JOINT VENTURES - BSP (Details) - Joint venture with BSP - BSP JV $ in Millions	16 Months Ended
	Jun. 30, 2018USD ($)item	Feb. 28, 2017USD ($)
JOINT VENTURES
Maximum commitment contribution		$ 250
Commitment contributed	$ 150
Number of equal funding | item	3

JOINT VENTURES - MIRA (Details)

JOINT VENTURES - MIRA (Details) - Joint venture with MIRA - MIRA $ in Millions	1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2018USD ($)	Apr. 30, 2017USD ($)	Dec. 31, 2018USD ($)	Sep. 30, 2018USD ($)	Dec. 31, 2017USD ($)
JOINT VENTURES
Maximum commitment contribution		$ 300
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
Maximum percentage of program amount	110
Commitment contributed				$ 46	$ 58
Expected
JOINT VENTURES
Commitment contributed			$ 11

JOINT VENTURES - Subsequent Eve

JOINT VENTURES - Subsequent Events (Details) - Subsequent Events $ in Millions	1 Months Ended
	Oct. 31, 2018USD ($)item
JOINT VENTURES
Number of joint ventures entered into | item	3
Maximum commitment contribution	$ 13
Investment commitment period	3 years
Exploration joint ventures partners
JOINT VENTURES
Maximum commitment contribution	$ 35

ACQUISITIONS AND DIVESTITURES -

ACQUISITIONS AND DIVESTITURES - Elk Hills Transaction Paragraph (Details) $ in Millions	Apr. 09, 2018USD ($)a	Sep. 30, 2018USD ($)
Working, surface and mineral interests in the Elk Hills field
ACQUISITIONS AND DIVESTITURES
Area of land | a	47,000
Purchase price	$ 518
Liabilities assumed	7
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
Other oil and gas property | Capital commitment
ACQUISITIONS AND DIVESTITURES
Long-term Purchase Commitment, Amount		$ 18

ACQUISITIONS AND DIVESTITURES_2

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

ACQUISITIONS AND DIVESTITURES_3

ACQUISITIONS AND DIVESTITURES - Office Building (Details) $ in Millions	Apr. 02, 2018USD ($)	Sep. 30, 2018USD ($)locationemployee	Dec. 31, 2018USD ($)
ACQUISITIONS AND DIVESTITURES
Acquisition cost		$ 514
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 DIVESTITURES_4

ACQUISITIONS AND DIVESTITURES - Divestitures (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Divestitures
Proceeds from sale of non-core assets		$ 17	$ 33
Gain on non-core assets divestitures	$ 3	$ 4	$ 21

DERIVATIVES - Commodity Contrac

DERIVATIVES - Commodity Contracts (Details)	Sep. 30, 2018bbl / d$ / bblbbl
Calls | Purchased | Q1 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	2,000
Weighted-average price (in dollars per barrel)	71
Calls | Sold | Q4 2018
Derivatives
Daily Volume (in Bbl) | bbl / d	15,000
Weighted-average price (in dollars per barrel)	58.83
Calls | Sold | Q1 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	15,000
Weighted-average price (in dollars per barrel)	66.15
Calls | Sold | Q2 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	5,000
Weighted-average price (in dollars per barrel)	68.45
Puts | Purchased | Q1 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	33,000
Weighted-average price (in dollars per barrel)	63.48
Puts | Purchased | Q2 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	35,000
Weighted-average price (in dollars per barrel)	68.29
Puts | Purchased | Q3 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	30,000
Weighted-average price (in dollars per barrel)	71.67
Puts | Purchased | Q4 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	20,000
Weighted-average price (in dollars per barrel)	75
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	30,000
Weighted-average price (in dollars per barrel)	55
Puts | Sold | Q3 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	30,000
Weighted-average price (in dollars per barrel)	56.67
Puts | Sold | Q4 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	20,000
Weighted-average price (in dollars per barrel)	60
Swaps | Q4 2018
Derivatives
Daily Volume (in Bbl) | bbl / d	48,000
Weighted-average price (in dollars per barrel)	60.35
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

DERIVATIVES - BSP JV (Details)

DERIVATIVES - BSP JV (Details) - Purchased	Sep. 30, 2018bbl / d$ / bbl
Puts | 2018 through 2021
Derivatives
Weighted-average price (in dollars per barrel) | $ / bbl	50
BSP JV | Calls | 2018 through 2020
Derivatives
Daily Volume (in Bbl) | bbl / d	1,000
Weighted-average price (in dollars per barrel) | $ / bbl	60
BSP JV | Puts | 2018 through 2021
Derivatives
Daily Volume (in Bbl) | bbl / d	2,000

DERIVATIVES - Interest Rate Con

DERIVATIVES - Interest Rate Contracts (Details) - Interest rate contract $ in Billions	May 31, 2018USD ($)
Derivatives
Hedged amount for variable-rate indebtedness	$ 1.3
One month LIBOR
Derivatives
Interest rate to be in place to receive payment	2.75%

DERIVATIVES - Fair Value (Detai

DERIVATIVES - Fair Value (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Interest Rate Contracts
Fair Value of Derivatives
Gain on interest rate contracts	$ 1
Interest Rate Contracts | Other assets
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	9
Presented in the Balance Sheet | Commodity Contracts
Fair Value of Derivatives
Total derivatives	(153)	$ (133)
Presented in the Balance Sheet | Commodity Contracts | Other current assets
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	34	23
Presented in the Balance Sheet | Commodity Contracts | Other assets
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	13	1
Presented in the Balance Sheet | Commodity Contracts | Accrued liabilities
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	(191)	(154)
Presented in the Balance Sheet | Commodity Contracts | Other long-term liabilities
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	(9)	(3)
Recognized Fair Value | Commodity Contracts
Fair Value of Derivatives
Total derivatives	(153)	(133)
Recognized Fair Value | Commodity Contracts | Other current assets
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	34	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	13	1
Recognized Fair Value | Commodity Contracts | Accrued liabilities
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	(191)	(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	$ (9)	$ (3)

EARNINGS PER SHARE - Calculatio

EARNINGS PER SHARE - Calculation of EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Basic EPS calculation
Net income (loss)	$ 91	$ (132)	$ 37	$ (127)
Net income attributable to noncontrolling interests	(25)	(1)	(55)	(1)
Net income (loss) attributable to common stock	66	(133)	(18)	(128)
Less: net income allocated to participating securities	(1)	0	0	0
Net income (loss) available to common stockholders	$ 65	$ (133)	$ (18)	$ (128)
Weighed-average common shares outstanding - basic	48.5	42.7	47	42.5
Basic EPS (in dollars per share)	$ 1.34	$ (3.11)	$ (0.38)	$ (3.01)
Diluted EPS calculation
Net income (loss)	$ 91	$ (132)	$ 37	$ (127)
Net income attributable to noncontrolling interests	(25)	(1)	(55)	(1)
Net income (loss) attributable to common stock	66	(133)	(18)	(128)
Less: net income allocated to participating securities	(1)	0	0	0
Net (loss) income available to common stockholders	$ 65	$ (133)	$ (18)	$ (128)
Weighed-average common shares outstanding - basic	48.5	42.7	47	42.5
Dilutive effect of potentially dilutive securities	0.6
Weighted-average common shares outstanding - diluted	49.1	42.7	47	42.5
Diluted EPS (in dollars per share)	$ 1.32	$ (3.11)	$ (0.38)	$ (3.01)
Weighted-average anti-dilutive shares	1.1	2.5	2.8	2.6

PENSION AND POSTRETIREMENT BE_3

PENSION AND POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net periodic benefit costs:
Employer contributions to pension plan	$ 6	$ 1	$ 8	$ 6
Pension Benefit
Net periodic benefit costs:
Service cost			1	1
Interest cost		1	1	2
Expected return on plan assets	(1)	(1)	(2)	(2)
Recognized actuarial loss	1		1	1
Settlement loss		1	4	4
Net periodic benefit costs		1	5	6
Postretirement Benefit
Net periodic benefit costs:
Service cost	1	1	3	3
Interest cost	1	1	3	3
Net periodic benefit costs	$ 2	$ 2	$ 6	$ 6

REVENUE RECOGNITION - Commodity

REVENUE RECOGNITION - Commodity Sales Contracts and Marketing (Details)	9 Months Ended
	Sep. 30, 2018
REVENUE RECOGNITION
Term of payment following invoicing	30 days

REVENUE RECOGNITION - Disaggreg

REVENUE RECOGNITION - Disaggregation of revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Disaggregation of revenue
Revenue from contract with customers	$ 700	$ 461	$ 1,932	$ 1,387
Other revenue	182	49	313	113
Interest income			1
Net derivative loss from commodity contracts	(54)	(65)	(259)	51
Total revenues and other	828	$ 445	1,986	$ 1,551
Oil
Disaggregation of revenue
Revenue from contract with customers	568		1,587
NGLs
Disaggregation of revenue
Revenue from contract with customers	71		195
Natural gas
Disaggregation of revenue
Revenue from contract with customers	61		150
Electricity
Disaggregation of revenue
Other revenue	42		87
Marketing, trading and other
Disaggregation of revenue
Other revenue	$ 140		$ 225

REVENUE RECOGNITION - Statement

REVENUE RECOGNITION - Statements of operations (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
REVENUES AND OTHER
Oil and gas sales	$ 700	$ 461	$ 1,932	$ 1,387
Net derivative loss from commodity contracts	(54)	(65)	(259)	51
Other revenue	182	49	313	113
Total revenues and other	828	445	1,986	1,551
COSTS AND OTHER
Production costs	236	222	679	649
General and administrative expenses	81	61	234	183
Depreciation, depletion and amortization	128	134	372	412
Taxes other than on income	45	39	120	103
Exploration expenses	4	5	18	17
Other expenses, net	149	29	259	76
Total costs and other	643	490	1,682	1,440
OPERATING (LOSS) INCOME	185	(45)	304	111
NON-OPERATING (LOSS) INCOME
Interest and debt expense, net	(95)	(85)	(281)	(252)
Net gain on early extinguishment of debt	2		26	4
Gain on asset divestitures	3		4	21
Other non-operating expenses	(4)	(2)	(16)	(11)
INCOME BEFORE INCOME TAXES	91	(132)	37	(127)
Income tax	0	0	0	0
NET INCOME	91	(132)	37	(127)
Net income attributable to noncontrolling interests	(25)	(1)	(55)	(1)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	66	$ (133)	(18)	$ (128)
ASU 2014-09 | Previous U.S. GAAP
REVENUES AND OTHER
Oil and gas sales	695		1,915
Net derivative loss from commodity contracts	(54)		(259)
Other revenue	177		242
Total revenues and other	818		1,898
COSTS AND OTHER
Production costs	236		679
General and administrative expenses	81		234
Depreciation, depletion and amortization	128		372
Taxes other than on income	45		120
Exploration expenses	4		18
Other expenses, net	139		171
Total costs and other	633		1,594
OPERATING (LOSS) INCOME	185		304
NON-OPERATING (LOSS) INCOME
Interest and debt expense, net	(95)		(281)
Net gain on early extinguishment of debt	2		26
Gain on asset divestitures	3		4
Other non-operating expenses	(4)		(16)
INCOME BEFORE INCOME TAXES	91		37
NET INCOME	91		37
Net income attributable to noncontrolling interests	(25)		(55)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	66		(18)
ASU 2014-09 | Change
REVENUES AND OTHER
Oil and gas sales	5		17
Other revenue	5		71
Total revenues and other	10		88
COSTS AND OTHER
Other expenses, net	10		88
Total costs and other	$ 10		$ 88

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
INCOME TAXES
Effective tax rate (as a percent)	0.00%	0.00%	0.00%	0.00%

CONDENSED CONSOLIDATING FINAN_3

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance sheets (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018		Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Assets
Total current assets	$ 546		$ 483
Total property, plant and equipment, net	6,386		5,696
Other assets	52		28
TOTAL ASSETS	6,984		6,207
Total current liabilities	871		732
Long-term debt	5,108		5,306
Deferred gain and issuance costs, net	253		287
Other long-term liabilities	612		602
Mezzanine equity	745
Total equity	(605)	[1]	(720)	$ (574)	$ (557)
TOTAL LIABILITIES AND EQUITY	6,984		6,207
Reportable Legal Entity | Parent
Assets
Total current assets	5		13
Total property, plant and equipment, net	32		24
Investments in consolidated subsidiaries	5,858		5,105
Other assets	10
TOTAL ASSETS	5,905		5,142
Total current liabilities	187		122
Long-term debt	5,108		5,306
Deferred gain and issuance costs, net	253		287
Other long-term liabilities	152		154
Amounts due to (from) affiliates	929		87
Total equity	(724)		(814)
TOTAL LIABILITIES AND EQUITY	5,905		5,142
Reportable Legal Entity | Combined Guarantor Subsidiaries
Assets
Total current assets	475		464
Total property, plant and equipment, net	5,823		5,580
Investments in consolidated subsidiaries	178		606
Other assets	29		27
TOTAL ASSETS	6,505		6,677
Total current liabilities	682		613
Other long-term liabilities	451		445
Amounts due to (from) affiliates	(929)		(87)
Total equity	6,301		5,706
TOTAL LIABILITIES AND EQUITY	6,505		6,677
Reportable Legal Entity | Combined Non-Guarantor Subsidiaries
Assets
Total current assets	81		12
Total property, plant and equipment, net	531		92
Other assets	13		1
TOTAL ASSETS	625		105
Total current liabilities	17		3
Other long-term liabilities	9		3
Mezzanine equity	745
Total equity	(146)		99
TOTAL LIABILITIES AND EQUITY	625		105
Eliminations
Assets
Total current assets	(15)		(6)
Investments in consolidated subsidiaries	(6,036)		(5,711)
TOTAL ASSETS	(6,051)		(5,717)
Total current liabilities	(15)		(6)
Total equity	(6,036)		(5,711)
TOTAL LIABILITIES AND EQUITY	$ (6,051)		$ (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 FINAN_4

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other	$ 828	$ 445	$ 1,986	$ 1,551
Total costs and other	643	490	1,682	1,440
Non-operating (loss) income	(94)	(87)	(267)	(238)
NET INCOME (LOSS)	91	(132)	37	(127)
Net income attributable to noncontrolling interests	(25)	(1)	(55)	(1)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	66	(133)	(18)	(128)
Eliminations
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other	(73)	(11)	(186)	(32)
Total costs and other	(73)	(11)	(186)	(32)
Parent | Reportable Legal Entity
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other		5	1	22
Total costs and other	62	58	169	165
Non-operating (loss) income	(99)	(87)	(272)	(256)
NET INCOME (LOSS)	(161)	(140)	(440)	(399)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	(161)	(140)	(440)	(399)
Combined Guarantor Subsidiaries | Reportable Legal Entity
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other	766	446	1,878	1,551
Total costs and other	582	439	1,542	1,298
Non-operating (loss) income	5		5	18
NET INCOME (LOSS)	189	7	341	271
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	189	7	341	271
Combined Non-Guarantor Subsidiaries | Reportable Legal Entity
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCK
Total revenues and other	135	5	293	10
Total costs and other	72	4	157	9
NET INCOME (LOSS)	63	1	136	1
Net income attributable to noncontrolling interests	(25)	$ (1)	(55)	$ (1)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK	$ 38		$ 81

CONDENSED CONSOLIDATING FINAN_5

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Net cash (used) provided by operating activities	$ 393	$ 225
Net cash used in investing activities	(965)	(174)
Net cash provided (used) by financing activities	583	(35)
Increase (decrease) in cash	11	16
Cash-beginning of period	20	12
Cash-end of period	31	28
Parent | Reportable Legal Entity
Net cash (used) provided by operating activities	(433)	(403)
Net cash used in investing activities	(3)	(2)
Net cash provided (used) by financing activities	429	409
Increase (decrease) in cash	(7)	4
Cash-beginning of period	7
Cash-end of period		4
Combined Guarantor Subsidiaries | Reportable Legal Entity
Net cash (used) provided by operating activities	645	621
Net cash used in investing activities	(921)	(90)
Net cash provided (used) by financing activities	278	(536)
Increase (decrease) in cash	2	(5)
Cash-beginning of period	8	12
Cash-end of period	10	7
Combined Non-Guarantor Subsidiaries | Reportable Legal Entity
Net cash (used) provided by operating activities	181	7
Net cash used in investing activities	(41)	(82)
Net cash provided (used) by financing activities	(124)	92
Increase (decrease) in cash	16	17
Cash-beginning of period	5
Cash-end of period	$ 21	$ 17