California Resources (CRC) 10-Q 2 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2019shares
Document and Entity Information
Entity Registrant Name	California Resources Corp
Entity Central Index Key	0001609253
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Trading Symbol	CRC
Entity Common Stock, Shares Outstanding	48,800,217

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 43	$ 17
Trade receivables	296	299
Inventories	71	69
Other current assets, net	167	255
Total current assets	577	640
PROPERTY, PLANT AND EQUIPMENT	22,734	22,523
Accumulated depreciation, depletion and amortization	(16,186)	(16,068)
Total property, plant and equipment, net	6,548	6,455
OTHER ASSETS	105	63
TOTAL ASSETS	7,230	7,158
CURRENT LIABILITIES
Current maturities of long-term debt	100
Accounts payable	304	390
Accrued liabilities	285	217
Total current liabilities	689	607
LONG-TERM DEBT	5,169	5,251
DEFERRED GAIN AND ISSUANCE COSTS, NET	203	216
OTHER LONG-TERM LIABILITIES	692	575
MEZZANINE EQUITY
Redeemable noncontrolling interests	766	756
EQUITY
Preferred stock (20 million shares authorized at $0.01 par value) no shares outstanding at March 31, 2019 and December 31, 2018
Common stock (200 million shares authorized at $0.01 par value) outstanding shares (March 31, 2019 - 48,800,217 and December 31, 2018 - 48,650,420)
Additional paid-in capital	4,989	4,987
Accumulated deficit	(5,409)	(5,342)
Accumulated other comprehensive loss	(6)	(6)
Total equity attributable to common stock	(426)	(361)
Equity attributable to noncontrolling interests	137	114
Total equity	(289)	(247)
TOTAL LIABILITIES AND EQUITY	$ 7,230	$ 7,158

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
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	48,800,217	48,650,420

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
REVENUES AND OTHER
Oil and gas sales	$ 601	$ 575
Net derivative loss from commodity contracts	(89)	(38)
Other revenue	178	72
Total revenues and other	690	609
COSTS AND OTHER
Production costs	233	212
General and administrative expenses	83	63
Depreciation, depletion and amortization	118	119
Taxes other than on income	41	38
Exploration expense	10	8
Other expenses, net	148	61
Total costs and other	633	501
OPERATING INCOME	57	108
NON-OPERATING (LOSS) INCOME
Interest and debt expense, net	(100)	(92)
Net gain on early extinguishment of debt	6
Other non-operating expenses	(7)	(7)
(LOSS) INCOME BEFORE INCOME TAXES	(44)	9
NET (LOSS) INCOME	(44)	9
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Mezzanine equity	(28)	(14)
Equity	5	3
Net (income) loss attributable to noncontrolling interests	(23)	(11)
NET LOSS ATTRIBUTABLE TO COMMON STOCK	$ (67)	$ (2)
Net loss attributable to common stock per share
Basic (in dollars per share)	$ (1.38)	$ (0.05)
Diluted (in dollars per share)	$ (1.38)	$ (0.05)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Condensed Consolidated Statements of Comprehensive Income
Net (loss) income		$ (44)	$ 9
Net income attributable to noncontrolling interests		(23)	(11)
Other comprehensive income items:
Reclassification of realized losses on pension and postretirement benefits to income	[1]		$ 2
Comprehensive loss attributable to common stock		$ (67)
[1]	No associated tax for the three months ended March 31, 2019 and 2018. See Note 10 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
	Mar. 31, 2019	Mar. 31, 2018
Condensed Consolidated Statements of Comprehensive Income
Pension and postretirement income, associated tax	$ 0	$ 0

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss) income	$ (44)	$ 9
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and amortization	118	119
Net derivative loss from commodity contracts	89	38
Net proceeds (payments) on settled commodity derivatives	14	(31)
Net gain on early extinguishment of debt	(6)
Amortization of deferred gain	(18)	(19)
Dry hole expenses	3	2
Other non-cash charges to income, net	26	14
Changes in operating assets and liabilities, net	(24)	68
Net cash provided by operating activities	158	200
CASH FLOW FROM INVESTING ACTIVITIES
Capital investments	(131)	(139)
Changes in capital investment accruals	(47)	5
Acquisitions	(2)	(3)
Other	(2)	(1)
Net cash used in investing activities	(182)	(138)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from 2014 Revolving Credit Facility	615	81
Repayments of 2014 Revolving Credit Facility	(579)	(444)
Debt repurchases	(14)	(2)
Contributions from noncontrolling interest holders, net	49	747
Distributions paid to noncontrolling interest holders	(20)	(18)
Issuance of common stock		50
Shares canceled for taxes	(1)	(2)
Net cash provided by financing activities	50	412
Increase in cash	26	474
Cash-beginning of period	17	20
Cash-end of period	$ 43	$ 494

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Equity - USD ($) $ in Millions	Equity Attributable to Common Stock	Additional Paid-in Capital	Accumulated (Deficit) Earnings	Accumulated Other Comprehensive (Loss) Income	Equity Attributable to Noncontrolling Interests	Total
Beginning balance at Dec. 31, 2017	$ (814)	$ 4,879	$ (5,670)	$ (23)	$ 94	$ (720)
Increase (decrease) in Equity
Net loss	(2)		(2)		(3)	(5)
Contributions from noncontrolling interest holders, net					33	33
Distributions to noncontrolling interest holders					(15)	(15)
Issuance of common stock	50	50				50
Other comprehensive income	2			2		2
Share-based compensation, net	1	1				1
Ending balance at Mar. 31, 2018	(763)	4,930	(5,672)	(21)	109	(654)
Beginning balance at Dec. 31, 2018	(361)	4,987	(5,342)	(6)	114	(247)
Increase (decrease) in Equity
Net loss	(67)		(67)		(5)	(72)
Contributions from noncontrolling interest holders, net					49	49
Distributions to noncontrolling interest holders					(21)	(21)
Share-based compensation, net	2	2				2
Ending balance at Mar. 31, 2019	$ (426)	$ 4,989	$ (5,409)	$ (6)	$ 137	$ (289)

THE SPIN-OFF AND BASIS OF PRESE

THE SPIN-OFF AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2019
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 exclusively within California. We were incorporated in Delaware as a wholly owned subsidiary of Occidental Petroleum Corporation (Occidental) on April 23, 2014, and we became an independent, publicly traded company on December 1, 2014. 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. 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 March 31, 2019 and December 31, 2018 and the statements of operations, comprehensive income, cash flows and equity for the three months ended March 31, 2019 and 2018, as applicable. We have eliminated all significant intercompany transactions and accounts. We account for our share of oil and gas exploration and development 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 condensed consolidated balance sheets, statements of operations, equity 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, 2018.

ACCOUNTING AND DISCLOSURE CHANG

ACCOUNTING AND DISCLOSURE CHANGES	3 Months Ended
	Mar. 31, 2019
ACCOUNTING AND DISCLOSURE CHANGES
ACCOUNTING AND DISCLOSURE CHANGES	NOTE 2 ACCOUNTING AND DISCLOSURE CHANGES Recently Adopted Accounting and Disclosure Changes We adopted the Financial Accounting Standards Board's (FASB) new lease accounting rules (ASC 842), as of January 1, 2019, using the modified retrospective approach where the new lease standard is not applied to prior comparative periods, which continue to be presented under accounting standards in effect for those prior periods. Under the modified retrospective approach, we recognized right-of-use assets and lease liabilities of approximately $66 million as of the adoption date. The adoption of the new lease accounting rules did not materially impact our consolidated net earnings and had no impact on cash flows or beginning retained earnings. The new lease standard does not affect our liquidity and has no impact on our debt-covenant calculations under our 2014 Revolving Credit Facility, 2016 Credit Agreement and 2017 Credit Agreement. See Note 12 Leases for more information.

OTHER INFORMATION

OTHER INFORMATION	3 Months Ended
	Mar. 31, 2019
OTHER INFORMATION
OTHER INFORMATION	NOTE 3 OTHER INFORMATION Cash at March 31, 2019 and December 31, 2018 included approximately $26 million and $2 million, respectively, that is restricted for capital investments and distributions to a joint venture (JV) partner. Other current assets, net as of March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, 2019 2018 (in millions) Derivative assets $ 79 $ 168 Amounts due from joint interest partners 68 68 Prepaid expenses 20 16 Other — 3 Other current assets, net $ 167 $ 255 Accrued liabilities as of March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, 2019 2018 (in millions) Accrued employee-related costs $ 69 $ 109 Accrued interest 56 15 Accrued taxes other than on income 51 38 Asset retirement obligation 32 31 Operating lease liability 27 — Accrued distribution to JV partner 19 — Other 31 24 Accrued liabilities $ 285 $ 217 Other long-term liabilities included asset retirement obligations (ARO) of $490 million and $402 million at March 31, 2019 and December 31, 2018, respectively. As of March 31, 2019, the timing of our cash flows and additional testing costs associated with our future retirement activities were adjusted as a result of the enactment of new regulations, which resulted in an $87 million increase in the aggregate amount of our ARO. The Office of Administrative Law approved the Division of Oil, Gas, and Geothermal Resources' idle well management regulations on March 20, 2019, with an effective date of April 1, 2019. 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 three months ended March 31, 2019 and 2018. Interest paid, net of capitalized amounts, totaled approximately $69 million and $60 million for the three months ended March 31, 2019 and 2018, respectively.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2019
INVENTORIES
INVENTORIES	NOTE 4 INVENTORIES Inventories as of March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, 2019 2018 (in millions) Materials and supplies $ 68 $ 65 Finished goods 3 4 Total $ 71 $ 69

DEBT

DEBT	3 Months Ended
	Mar. 31, 2019
DEBT
DEBT	NOTE 5 DEBT As of March 31, 2019 and December 31, 2018, our long-term debt consisted of the following credit agreements, second lien notes and senior notes: Outstanding Principal (in millions) March 31, December 31, 2019 2018 Interest Rate Maturity Security Credit Agreements 2014 Revolving Credit Facility $ 576 $ 540 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 2,049 2,067 8% December 15, 2022 (b) Second-Priority Lien Senior Notes 5% Senior Notes due 2020 100 100 5% January 15, 2020 Unsecured 5½% Senior Notes due 2021 100 100 5.5% September 15, 2021 Unsecured 6% Senior Notes due 2024 144 144 6% November 15, 2024 Unsecured Total Debt 5,269 5,251 Less: Current Maturities (100) — Long-Term Debt $ 5,169 $ 5,251 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, 2018. (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 $324 million in June 2021, $65 million in December 2021, $67 million in June 2022 and $1,593 million in December 2022. Deferred Gain and Issuance Costs As of March 31, 2019, net deferred gain and issuance costs were $203 million, consisting of $293 million of a deferred gain offset by $90 million of deferred issuance costs and original issue discounts. The December 31, 2018 net deferred gain and issuance costs were $216 million, consisting of $313 million of a deferred gain offset by $97 million of deferred issuance costs and original issue discounts. 2014 Revolving Credit Facility As of March 31, 2019, we had approximately $256 million of available borrowing under our $1 billion revolving credit facility (2014 Revolving Credit Facility), before a $150 million month-end minimum liquidity requirement. Effective May 1, 2019, the borrowing base under this facility was reaffirmed at $2.3 billion. Our 2014 Revolving Credit Facility also includes a sub-limit of $400 million for the issuance of letters of credit. As of March 31, 2019 and December 31, 2018, we had letters of credit outstanding of approximately $168 million and $162 million, respectively. These letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. Note Repurchases In the first quarter of 2019, we repurchased $18 million in principal amount of our 8% senior secured second lien notes due December 15, 2022 (Second Lien Notes) for $14 million in cash resulting in a pre-tax gain of $6 million, including the effect of unamortized deferred gain and 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 March 31, 2019 and December 31, 2018, including the fair value of the variable-rate portion, was approximately $4.8 billion and $4.5 billion, respectively, compared to a carrying value of approximately $5.3 billion in both periods. Other At March 31, 2019, 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.

JOINT VENTURES

JOINT VENTURES	3 Months Ended
	Mar. 31, 2019
JOINT VENTURES
JOINT VENTURES	NOTE 6 JOINT VENTURES Noncontrolling Interests The following table presents the changes in noncontrolling interests by JV partners (described in greater detail below), reported in equity and mezzanine equity on the condensed consolidated balance sheets, for the three months ended March 31, 2019 and 2018: Mezzanine Equity – Redeemable Equity Attributable to Noncontrolling Noncontrolling Interest Interests Ares JV BSP JV Total Ares JV (in millions) Balance, December 31, 2018 $ 15 $ 99 $ 114 $ 756 Net (loss) income attributable to noncontrolling interests (3) (2) (5) 28 Contributions from noncontrolling interest holders, net — 49 49 — Distributions accrual — (19) (19) — Distributions to noncontrolling interest holders (2) — (2) (18) Balance, March 31, 2019 $ 10 $ 127 $ 137 $ 766 Balance, December 31, 2017 $ — $ 94 $ 94 $ — Net income (loss) attributable to noncontrolling interests 1 (4) (3) 14 Contributions from noncontrolling interest holders, net 33 — 33 714 Distributions to noncontrolling interest holders (1) (14) (15) (4) Balance, March 31, 2018 $ 33 $ 76 $ 109 $ 724 Ares Management L.P. (Ares) Our condensed consolidated statements of operations reflect the full operations of our midstream JV with ECR Corporate Holdings L.P. (ECR), a portfolio company of Ares Management L.P. (Ares), with ECR's share of net income (loss) reported in net income attributable to noncontrolling interests. ECR's redeemable noncontrolling interests are reported in mezzanine equity due to an embedded optional redemption feature. Benefit Street Partners (BSP) Our consolidated results reflect the full operations of our development JV with Benefit Street Partners (BSP), with BSP's preferred interest reported in equity on our condensed consolidated balance sheets and BSP’s share of net income (loss) being reported in net income attributable to noncontrolling interests on our condensed consolidated statements of operations. BSP contributed $49 million in the first quarter of 2019, net of transaction costs.

LAWSUITS, CLAIMS, COMMITMENTS A

LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2019
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES	NOTE 7 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 March 31, 2019 and December 31, 2018 were not material to our 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 remain subject to examination by the IRS for calendar years 2016 and 2017. We remain subject to examination by the state of California for the years ended December 31, 2014 through 2017.

DERIVATIVES

DERIVATIVES	3 Months Ended
	Mar. 31, 2019
DERIVATIVES
DERIVATIVES	NOTE 8 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 and interest-rate movements. 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. Commodity Price Risk We did not have any commodity derivatives designated as hedges as of and during the three months ended March 31, 2019 and 2018. As part of our hedging program, we held the following Brent-based crude oil contracts as of March 31, 2019: Q2 Q3 Q4 Q1 2019 2019 2019 2020 Sold Calls: Barrels per day 5,000 — — — Weighted-average price per barrel $ 68.45 $ — $ — $ — Purchased Puts: Barrels per day 40,000 40,000 35,000 10,000 Weighted-average price per barrel $ 69.75 $ 73.13 $ 75.71 $ 75.00 Sold Puts: Barrels per day 35,000 40,000 35,000 10,000 Weighted-average price per barrel $ 55.71 $ 57.50 $ 60.00 $ 60.00 The BSP JV entered into crude oil derivatives for insignificant volumes through 2021 that are included in our consolidated results but not in the above table. The BSP JV also entered into natural gas swaps for insignificant volumes for periods through May 2021. The hedges entered into by the BSP JV could affect the timing of the redemption of the JV interest. Interest-Rate Risk 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 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 March 31, 2019 and December 31, 2018 (in millions): March 31, 2019 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 $ 99 $ (20) $ 79 Other assets 2 — 2 Liabilities: Accrued liabilities (24) 20 (4) Other long-term liabilities (1) — (1) Total derivatives $ 76 $ — $ 76 December 31, 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 $ 252 $ (84) $ 168 Other assets 23 (9) 14 Liabilities: Accrued liabilities (87) 84 (3) Other long-term liabilities (10) 9 (1) Total derivatives $ 178 $ — $ 178 Interest-Rate Contracts As of March 31, 2019 and December 31, 2018, we reported the fair value of our interest rate derivatives of $1 million and $4 million, respectively, in other assets on our condensed consolidated balance sheets. For the three months ended March 31, 2019, we reported a $3 million non-cash derivative loss on these contracts in other non-operating expenses on our condensed consolidated statements of operations.

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2019
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE 9 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 months ended March 31, 2019 and 2018: Three months ended March 31, 2019 2018 (in millions, except per-share amounts) Net (loss) income $ (44) $ 9 Net income attributable to noncontrolling interests (23) (11) Net income (loss) attributable to common stock (67) (2) Less: net income allocated to participating securities — — Net loss available to common stockholders $ (67) $ (2) Weighted-average common shares outstanding - basic 48.7 44.2 Basic EPS $ (1.38) $ (0.05) Net (loss) income $ (44) $ 9 Net income attributable to noncontrolling interests (23) (11) Net loss attributable to common stock (67) (2) Less: net income allocated to participating securities — — Net loss available to common stockholders $ (67) $ (2) Weighted-average common shares outstanding - basic 48.7 44.2 Dilutive effect of potentially dilutive securities — — Weighted-average common shares outstanding - diluted 48.7 44.2 Diluted EPS $ (1.38) $ (0.05) Weighted-average anti-dilutive shares (a) 2.5 2.5 (a) Anti-dilutive shares represent potential common shares that are excluded from the computation of diluted EPS.

PENSION AND POSTRETIREMENT BENE

PENSION AND POSTRETIREMENT BENEFIT PLANS	3 Months Ended
	Mar. 31, 2019
PENSION AND POSTRETIREMENT BENEFIT PLANS
PENSION AND POSTRETIREMENT BENEFIT PLANS	NOTE 10 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 March 31, 2019 2018 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ — $ 1 $ — $ 1 Interest cost 1 1 1 1 Expected return on plan assets (1) — (1) — Recognized actuarial loss 1 — — — Settlement loss — — 2 — Total $ 1 $ 2 $ 2 $ 2 We did not contribute to our defined benefit pension plan in the three months ended March 31, 2019 and contributed $1 million in the three months ended March 31, 2018. We expect to satisfy minimum funding requirements with contributions of $3 million to our defined benefit pension plans during the remainder of 2019. The 2018 settlement loss, which was reclassified from accumulated other comprehensive income, was associated with early retirements.

REVENUE RECOGNITION

REVENUE RECOGNITION	3 Months Ended
	Mar. 31, 2019
REVENUE RECOGNITION
REVENUE RECOGNITION	NOTE 11 REVENUE RECOGNITION 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. Transportation and processing fees incurred by us prior to control being transferred to customers are recorded 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 contracts with our customers 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. 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 months ended March 31, 2019 and 2018: Three months ended 2019 2018 (in millions) Oil and gas sales: Oil $ 480 $ 466 NGLs 59 63 Natural gas 62 46 601 575 Other revenue: Electricity 34 24 Marketing, trading and other 144 47 Interest income — 1 178 72 Net derivative loss from commodity contracts (89) (38) Total revenues and other $ 690 $ 609

LEASES

LEASES	3 Months Ended
	Mar. 31, 2019
LEASES
LEASES	NOTE 12 LEASES On January 1, 2019, we adopted ASC 842 using the modified retrospective approach that requires us to determine our lease balances as of the date of adoption. Prior periods continue to be reported under accounting standards in effect for those periods. We also elected to carry forward our current accounting treatment for land easements on existing agreements. Mineral leases, including oil and natural gas leases, are not included in the scope of ASC 842. We have long-term operating leases for commercial office space, drilling rigs, fleet vehicles and certain facilities. In considering whether a contract contains a lease, we first considered whether there was an identifiable asset and then considered how and for what purpose the asset would be used over the contract term. Our lease liability was determined by measuring the present value of the remaining fixed minimum lease payments as of the date of adoption discounted using our incremental borrowing rate (IBR). In determining our IBR, we considered the average cost of borrowing for publicly traded corporate bond yields, which were adjusted to reflect our credit rating, remaining lease term and frequency of payments. We elected to combine lease and non-lease components in determining fixed minimum lease payments for our drilling rigs and commercial office space. If applicable, fixed minimum lease payments were reduced by lease incentives for our commercial buildings and increased by mobilization and demobilization fees related to our drilling rigs. Certain of our lease agreements include options to renew, which we exercise at our sole discretion, and we did not include these options in determining our fixed minimum lease payments. Our lease liability does not include options to extend or terminate our leases. Our leases do not include options to purchase the leased property. Lease agreements for our fleet vehicles include residual value guarantees, none of which are recognized in our financial statements until the underlying contingency is resolved. For all of our asset classes, we elected to keep leases with an initial term of 12 months or less off the balance sheet and have included costs related to these contracts in our short-term lease cost disclosure below. Contracts with terms of one month or less are excluded from our disclosure of short-term lease costs. For our long-term contracts, variable lease costs were not included in the measurement of our lease balances. Variable lease costs for our drilling rigs included costs to operate, move and repair the rigs. Variable lease costs for certain of our commercial office buildings included utilities and common area maintenance charges. Variable lease costs for our fleet vehicles included other-than-routine maintenance and other various amounts in excess of our fixed minimum rental fee. Our operating lease costs, including amounts capitalized to property, plant and equipment, for the three months ended March 31, 2019 were as follows: March 31, 2019 (in millions) Operating lease cost $ 12 Short-term lease cost 20 Variable lease cost 5 Total lease cost $ 37 We sublease certain commercial office space to third parties where we are the primary obligor under the head lease. The lease terms on those subleases never extend past the term of the head lease and the sublease contains no extension options or residual value guarantees. Sublease income is recognized based on the contract terms and included as a reduction of operating lease cost under our head lease. For the quarter ended March 31, 2019, sublease income was not material to our condensed consolidated financial statements. For the quarter ended March 31, 2019, we paid $9 million and $3 million for our operating lease liabilities, which were reported in net cash used in investing activities and net cash provided by operating activities in our condensed consolidated statement of cash flows, respectively. Our right-of-use assets for operating leases, net of accumulated amortization, were approximately $54 million at March 31, 2019, which is reported in other assets on our consolidated balance sheet. Supplemental balance sheet information related to our operating leases was as follows: March 31, 2019 (in millions) Operating lease right-of-use assets, net $ 54 Current liabilities $ 27 Long-term liabilities 27 Total operating lease liabilities $ 54 Weighted-average remaining lease term (in years) 2.9 Weighted-average discount rate (as a percentage) 11.5 As part of our company-wide consolidation of office space, we will be vacating certain office space in 2019 some of which we may sublease. Should we enter into a sublease agreement, we will evaluate the carrying value of our right-of-use asset, along with the carrying value of related tenant improvements, for impairment based on future identifiable cash flows. For the period ended March 31, 2019, we recognized an impairment of $3 million. We do not expect to terminate leases for vacated office space before the expiration of the lease term. Where we have decided to not sublease vacated commercial office space, we will shorten the useful life of the right-of-use assets and related tenant improvements to recover our remaining costs over our expected period of use. Once the leased office space is abandoned, lease costs will be classified as other non-operating expenses, net on our condensed consolidated statements of operations. Maturities of our operating lease liabilities at March 31, 2019 are as follows: March 31, 2019 (in millions) 2019 $ 27 2020 18 2021 7 2022 4 2023 2 Thereafter 6 Less: Interest (10) Present value of lease liabilities $ 54 We have entered into contracts for commercial office space and facilities that are under construction as of March 31, 2019. These leases are not included in our lease population at March 31, 2019 as the lease terms have not commenced because we do not control the assets during construction. We will apply the new lease standard when the asset is placed in service by us, which is expected to be January and June 2020. Payments for these contracts were included in the table of our future minimum lease payments as of December 31, 2018, which is shown below. At December 31, 2018, future minimum lease payments for noncancelable operating leases under ASC 840 (excluding oil and natural gas and other mineral leases, utilities, taxes, insurance and common area maintenance expenses) were: December 31, 2018 (in millions) 2019 $ 12 2020 8 2021 7 2022 7 2023 6 Thereafter 28 Total $ 68 Rental expense for operating leases under ASC 840 was $2.8 million for the three months ended March 31, 2018. Rental income from subleases for the three months ended March 31, 2018 was not significant.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2019
INCOME TAXES
INCOME TAXES	NOTE 13 INCOME TAXES For the three months ended March 31, 2019 and 2018, 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.

ASSET DIVESTITURE

ASSET DIVESTITURE	3 Months Ended
	Mar. 31, 2019
ASSET DIVESTITURE
ASSET DIVESTITURE	NOTE 14 ASSET DIVESTITURE On May 1, 2019, we sold 50% of our working interest and transferred operatorship in certain zones of our Lost Hills field, located in the San Joaquin basin, for total consideration in excess of $200 million, consisting of approximately $168 million in cash and a carried 200-well development program to be drilled through 2023 with an estimated minimum value of $35 million. The proceeds were used to pay down our 2014 Revolving Credit Facility.

THE SPIN-OFF AND BASIS OF PRE_2

THE SPIN-OFF AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2019
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 March 31, 2019 and December 31, 2018 and the statements of operations, comprehensive income, cash flows and equity for the three months ended March 31, 2019 and 2018, as applicable. We have eliminated all significant intercompany transactions and accounts. We account for our share of oil and gas exploration and development 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 condensed consolidated balance sheets, statements of operations, equity 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, 2018.

OTHER INFORMATION (Tables)

OTHER INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2019
OTHER INFORMATION
Schedule of other current assets, net	March 31, December 31, 2019 2018 (in millions) Derivative assets $ 79 $ 168 Amounts due from joint interest partners 68 68 Prepaid expenses 20 16 Other — 3 Other current assets, net $ 167 $ 255
Schedule of accrued liabilities	March 31, December 31, 2019 2018 (in millions) Accrued employee-related costs $ 69 $ 109 Accrued interest 56 15 Accrued taxes other than on income 51 38 Asset retirement obligation 32 31 Operating lease liability 27 — Accrued distribution to JV partner 19 — Other 31 24 Accrued liabilities $ 285 $ 217

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2019
INVENTORIES
Schedule of Inventories	March 31, December 31, 2019 2018 (in millions) Materials and supplies $ 68 $ 65 Finished goods 3 4 Total $ 71 $ 69

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2019
DEBT
Schedule of Debt	Outstanding Principal (in millions) March 31, December 31, 2019 2018 Interest Rate Maturity Security Credit Agreements 2014 Revolving Credit Facility $ 576 $ 540 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 2,049 2,067 8% December 15, 2022 (b) Second-Priority Lien Senior Notes 5% Senior Notes due 2020 100 100 5% January 15, 2020 Unsecured 5½% Senior Notes due 2021 100 100 5.5% September 15, 2021 Unsecured 6% Senior Notes due 2024 144 144 6% November 15, 2024 Unsecured Total Debt 5,269 5,251 Less: Current Maturities (100) — Long-Term Debt $ 5,169 $ 5,251 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, 2018. (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 $324 million in June 2021, $65 million in December 2021, $67 million in June 2022 and $1,593 million in December 2022.

JOINT VENTURES (Tables)

JOINT VENTURES (Tables)	3 Months Ended
	Mar. 31, 2019
JOINT VENTURES
Schedule of changes in noncontrolling interests	Mezzanine Equity – Redeemable Equity Attributable to Noncontrolling Noncontrolling Interest Interests Ares JV BSP JV Total Ares JV (in millions) Balance, December 31, 2018 $ 15 $ 99 $ 114 $ 756 Net (loss) income attributable to noncontrolling interests (3) (2) (5) 28 Contributions from noncontrolling interest holders, net — 49 49 — Distributions accrual — (19) (19) — Distributions to noncontrolling interest holders (2) — (2) (18) Balance, March 31, 2019 $ 10 $ 127 $ 137 $ 766 Balance, December 31, 2017 $ — $ 94 $ 94 $ — Net income (loss) attributable to noncontrolling interests 1 (4) (3) 14 Contributions from noncontrolling interest holders, net 33 — 33 714 Distributions to noncontrolling interest holders (1) (14) (15) (4) Balance, March 31, 2018 $ 33 $ 76 $ 109 $ 724

DERIVATIVES (Tables)

DERIVATIVES (Tables)	3 Months Ended
	Mar. 31, 2019
DERIVATIVES
Schedule of oil hedge positions	Q2 Q3 Q4 Q1 2019 2019 2019 2020 Sold Calls: Barrels per day 5,000 — — — Weighted-average price per barrel $ 68.45 $ — $ — $ — Purchased Puts: Barrels per day 40,000 40,000 35,000 10,000 Weighted-average price per barrel $ 69.75 $ 73.13 $ 75.71 $ 75.00 Sold Puts: Barrels per day 35,000 40,000 35,000 10,000 Weighted-average price per barrel $ 55.71 $ 57.50 $ 60.00 $ 60.00
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 March 31, 2019 and December 31, 2018 (in millions): March 31, 2019 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 $ 99 $ (20) $ 79 Other assets 2 — 2 Liabilities: Accrued liabilities (24) 20 (4) Other long-term liabilities (1) — (1) Total derivatives $ 76 $ — $ 76 December 31, 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 $ 252 $ (84) $ 168 Other assets 23 (9) 14 Liabilities: Accrued liabilities (87) 84 (3) Other long-term liabilities (10) 9 (1) Total derivatives $ 178 $ — $ 178

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2019
EARNINGS PER SHARE
Calculation of basic and diluted EPS	Three months ended March 31, 2019 2018 (in millions, except per-share amounts) Net (loss) income $ (44) $ 9 Net income attributable to noncontrolling interests (23) (11) Net income (loss) attributable to common stock (67) (2) Less: net income allocated to participating securities — — Net loss available to common stockholders $ (67) $ (2) Weighted-average common shares outstanding - basic 48.7 44.2 Basic EPS $ (1.38) $ (0.05) Net (loss) income $ (44) $ 9 Net income attributable to noncontrolling interests (23) (11) Net loss attributable to common stock (67) (2) Less: net income allocated to participating securities — — Net loss available to common stockholders $ (67) $ (2) Weighted-average common shares outstanding - basic 48.7 44.2 Dilutive effect of potentially dilutive securities — — Weighted-average common shares outstanding - diluted 48.7 44.2 Diluted EPS $ (1.38) $ (0.05) Weighted-average anti-dilutive shares (a) 2.5 2.5 (a) Anti-dilutive shares represent potential common shares that are excluded from the computation of diluted EPS.

PENSION AND POSTRETIREMENT BE_2

PENSION AND POSTRETIREMENT BENEFIT PLANS (Tables)	3 Months Ended
	Mar. 31, 2019
PENSION AND POSTRETIREMENT BENEFIT PLANS
Components of the net periodic benefit costs	Three months ended March 31, 2019 2018 Pension Postretirement Pension Postretirement Benefit Benefit Benefit Benefit (in millions) Service cost $ — $ 1 $ — $ 1 Interest cost 1 1 1 1 Expected return on plan assets (1) — (1) — Recognized actuarial loss 1 — — — Settlement loss — — 2 — Total $ 1 $ 2 $ 2 $ 2

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	3 Months Ended
	Mar. 31, 2019
REVENUE RECOGNITION
Schedule of disaggregated revenue	The following table provides disaggregated revenue for the three months ended March 31, 2019 and 2018: Three months ended 2019 2018 (in millions) Oil and gas sales: Oil $ 480 $ 466 NGLs 59 63 Natural gas 62 46 601 575 Other revenue: Electricity 34 24 Marketing, trading and other 144 47 Interest income — 1 178 72 Net derivative loss from commodity contracts (89) (38) Total revenues and other $ 690 $ 609

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2019
LEASES
Schedule of operating lease costs, including amounts capitalized to property, plant and equipment	March 31, 2019 (in millions) Operating lease cost $ 12 Short-term lease cost 20 Variable lease cost 5 Total lease cost $ 37
Schedule of supplemental balance sheet information related to operating leases	March 31, 2019 (in millions) Operating lease right-of-use assets, net $ 54 Current liabilities $ 27 Long-term liabilities 27 Total operating lease liabilities $ 54 Weighted-average remaining lease term (in years) 2.9 Weighted-average discount rate (as a percentage) 11.5
Schedule of maturities of our operating lease liabilities	March 31, 2019 (in millions) 2019 $ 27 2020 18 2021 7 2022 4 2023 2 Thereafter 6 Less: Interest (10) Present value of lease liabilities $ 54
Schedule of future minimum lease payments for noncancelable operating leases	At December 31, 2018, future minimum lease payments for noncancelable operating leases under ASC 840 (excluding oil and natural gas and other mineral leases, utilities, taxes, insurance and common area maintenance expenses) were: December 31, 2018 (in millions) 2019 $ 12 2020 8 2021 7 2022 7 2023 6 Thereafter 28 Total $ 68

ACCOUNTING AND DISCLOSURE CHA_2

ACCOUNTING AND DISCLOSURE CHANGES - Recently Adopted Accounting and Disclosure Changes (Details) - USD ($) $ in Millions	Mar. 31, 2019	Jan. 01, 2019
Recently Issued Accounting and Disclosure Changes
Right-of-use asset	$ 54
Operating lease liability	$ 54
ASU 2016-02 | Adoption Adjustment
Recently Issued Accounting and Disclosure Changes
Right-of-use asset		$ 66
Operating lease liability		$ 66

OTHER INFORMATION (Details)

OTHER INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Cash restricted for capital investments and distributions to a joint venture (JV) partner	$ 26		$ 2
Derivative assets	79		168
Amounts due from joint interest partners	68		68
Prepaid expenses	20		16
Other			3
Other current assets, net	167		255
Accrued employee-related costs	69		109
Accrued interest	56		15
Accrued taxes other than on income	51		38
Asset retirement obligation	32		31
Operating lease liability	27
Accrued distribution to JV partner	19
Other	31		24
Accrued liabilities	285		217
Increase in the aggregate amount of ARO as a result of the adoption of new regulations	87
Interest paid, net of capitalized amounts	69	$ 60
Other long-term liabilities
Non-current asset retirement obligation	$ 490		$ 402

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
INVENTORIES
Materials and supplies	$ 68	$ 65
Finished goods	3	4
Total	$ 71	$ 69

DEBT - Schedule of long-term de

DEBT - Schedule of long-term debt (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Debt
Total debt	$ 5,269	$ 5,251
Less Current Maturities	(100)
Long-term debt	5,169	5,251
2014 Revolving Credit Facility (Shared First Priority Lien)
Debt
Total debt	$ 576	$ 540
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
Total 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
Total 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
Total debt	$ 2,049	$ 2,067
Debt instrument interest rate stated percentage	8.00%	8.00%
Principal amount due by June 2021	$ 324
Principal amount due by December 2021	65
Principal amount due by June 2022	67
Principal amount due by December 2022	1,593
Senior Notes (Unsecured) | 5% Notes Due 2020
Debt
Total debt	$ 100	$ 100
Debt instrument interest rate stated percentage	5.00%	5.00%
Senior Notes (Unsecured) | 5.5% Notes Due 2021
Debt
Total debt	$ 100	$ 100
Debt instrument interest rate stated percentage	5.50%	5.50%
Senior Notes (Unsecured) | 6% Senior Notes due 2024
Debt
Total debt	$ 144	$ 144
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	Mar. 31, 2019	Dec. 31, 2018
DEBT
Net deferred gain and issuance costs	$ 203	$ 216
Deferred gains	293	313
Deferred issuance costs and original issue discounts	$ 90	$ 97

DEBT - 2014 Revolving Credit Fa

DEBT - 2014 Revolving Credit Facility (Details) - 2014 Revolving Credit Facility - USD ($) $ in Millions	May 01, 2019	Mar. 31, 2019	Dec. 31, 2018
Debt
Available borrowing capacity before a month-end minimum liquidity requirement		$ 256
Maximum borrowing capacity		1,000
Financial covenant 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		$ 168	$ 162

DEBT - Note Repurchases (Detail

DEBT - Note Repurchases (Details) - Second Lien Notes (Second Priority Lien) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Repurchases of debt
Principal amount of debt reduction through payment or repurchase	$ 18
Debt instrument interest rate stated percentage	8.00%	8.00%
Repurchase value of the principal amounts	$ 14
Pre-tax gain on extinguishment of debt, net of a reduction in deferred issuance costs	$ 6

DEBT - Fair Value (Details)

DEBT - Fair Value (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
DEBT
Estimated fair value of long-term debt	$ 4,800	$ 4,500
Debt carrying value	$ 5,269	$ 5,251

JOINT VENTURES - Changes in Non

JOINT VENTURES - Changes in Noncontrolling Interests (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Stockholders' Equity
Beginning balance	$ (247)	$ (720)
Net (loss) income attributable to noncontrolling interests	(5)	(3)
Contributions from noncontrolling interest holders, net	49	33
Ending balance	(289)	(654)
Equity Attributable to Noncontrolling Interests
Stockholders' Equity
Beginning balance	114	94
Net (loss) income attributable to noncontrolling interests	(5)	(3)
Contributions from noncontrolling interest holders, net	49	33
Distributions accrual	(19)
Distributions to noncontrolling interest holders	(2)	(15)
Ending balance	137	109
Equity Attributable to Noncontrolling Interests | Ares JV
Stockholders' Equity
Beginning balance	15
Net (loss) income attributable to noncontrolling interests	(3)	1
Contributions from noncontrolling interest holders, net		33
Distributions to noncontrolling interest holders	(2)	(1)
Ending balance	10	33
Equity Attributable to Noncontrolling Interests | BSP JV
Stockholders' Equity
Beginning balance	99	94
Net (loss) income attributable to noncontrolling interests	(2)	(4)
Contributions from noncontrolling interest holders, net	49
Distributions accrual	(19)
Distributions to noncontrolling interest holders		(14)
Ending balance	$ 127	$ 76

JOINT VENTURES - Mezzanine Equi

JOINT VENTURES - Mezzanine Equity (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Mezzanine Equity - Redeemable Noncontrolling Interest - Ares
Balance at the beginning of the period	$ 756
Net (loss) income attributable to noncontrolling interests	28	$ 14
Balance at the end of the period	766
Mezzanine Equity - Redeemable Noncontrolling Interest - Ares
Mezzanine Equity - Redeemable Noncontrolling Interest - Ares
Balance at the beginning of the period	756
Net (loss) income attributable to noncontrolling interests	28	14
Contributions from noncontrolling interest holders, net		714
Distributions to noncontrolling interest holders	(18)	(4)
Balance at the end of the period	$ 766	$ 724

JOINT VENTURES - BSP (Details)

JOINT VENTURES - BSP (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
JOINT VENTURES
Contribution net of transaction costs	$ 49	$ 747
BSP JV | Joint venture with BSP
JOINT VENTURES
Contribution net of transaction costs	$ 49

DERIVATIVES - Commodity Price R

DERIVATIVES - Commodity Price Risk (Details)	Mar. 31, 2019bbl / d$ / bbl
Calls | Sold | Q2 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	5,000
Weighted-average price (in dollars per barrel) | $ / bbl	68.45
Puts | Purchased | Q2 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	40,000
Weighted-average price (in dollars per barrel) | $ / bbl	69.75
Puts | Purchased | Q3 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	40,000
Weighted-average price (in dollars per barrel) | $ / bbl	73.13
Puts | Purchased | Q4 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	35,000
Weighted-average price (in dollars per barrel) | $ / bbl	75.71
Puts | Purchased | Q1 2020
Derivatives
Daily Volume (in Bbl) | bbl / d	10,000
Weighted-average price (in dollars per barrel) | $ / bbl	75
Puts | Sold | Q2 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	35,000
Weighted-average price (in dollars per barrel) | $ / bbl	55.71
Puts | Sold | Q3 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	40,000
Weighted-average price (in dollars per barrel) | $ / bbl	57.50
Puts | Sold | Q4 2019
Derivatives
Daily Volume (in Bbl) | bbl / d	35,000
Weighted-average price (in dollars per barrel) | $ / bbl	60
Puts | Sold | Q1 2020
Derivatives
Daily Volume (in Bbl) | bbl / d	10,000
Weighted-average price (in dollars per barrel) | $ / bbl	60

DERIVATIVES - Interest-Rate Ris

DERIVATIVES - Interest-Rate Risk (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
	Mar. 31, 2019	Dec. 31, 2018
Interest Rate Contracts | Other non-operating expense
Fair Value of Derivatives
Non-cash derivative loss	$ 3
Interest Rate Contracts | Other assets
Fair Value of Derivatives
Interest rate derivative assets	1	$ 4
Presented in the Balance Sheet | Commodity Contracts
Fair Value of Derivatives
Total derivatives	76	178
Presented in the Balance Sheet | Commodity Contracts | Other current assets
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	79	168
Presented in the Balance Sheet | Commodity Contracts | Other assets
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	2	14
Presented in the Balance Sheet | Commodity Contracts | Accrued liabilities
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	(4)	(3)
Presented in the Balance Sheet | Commodity Contracts | Other long-term liabilities
Fair Value of Derivatives
Net Fair Value Presented in the Balance Sheet	(1)	(1)
Recognized Fair Value | Commodity Contracts
Fair Value of Derivatives
Total derivatives	76	178
Recognized Fair Value | Commodity Contracts | Other current assets
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	99	252
Gross Amounts Offset in the Balance Sheet	(20)	(84)
Recognized Fair Value | Commodity Contracts | Other assets
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	2	23
Gross Amounts Offset in the Balance Sheet		(9)
Recognized Fair Value | Commodity Contracts | Accrued liabilities
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	(24)	(87)
Gross Amounts Offset in the Balance Sheet	20	84
Recognized Fair Value | Commodity Contracts | Other long-term liabilities
Fair Value of Derivatives
Gross Amounts Recognized at Fair Value	$ (1)	(10)
Gross Amounts Offset in the Balance Sheet		$ 9

EARNINGS PER SHARE - Calculatio

EARNINGS PER SHARE - Calculation of EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Basic EPS calculation
Net (loss) income		$ (44)	$ 9
Net income attributable to noncontrolling interests		(23)	(11)
Net income (loss) attributable to common stock		(67)	(2)
Net loss available to common stockholders		$ (67)	$ (2)
Weighted-average common shares outstanding - basic		48.7	44.2
Basic EPS (in dollars per share)		$ (1.38)	$ (0.05)
Diluted EPS calculation
Net (loss) income		$ (44)	$ 9
Net income attributable to noncontrolling interests		(23)	(11)
Net loss attributable to common stock		(67)	(2)
Net loss available to common stockholders		$ (67)	$ (2)
Weighted-average common shares outstanding - basic		48.7	44.2
Weighted-average common shares outstanding - diluted		48.7	44.2
Diluted EPS (in dollars per share)		$ (1.38)	$ (0.05)
Weighted-average anti-dilutive shares	[1]	2.5	2.5
[1]	Anti-dilutive shares represent potential common shares that are excluded from the computation of diluted EPS.

PENSION AND POSTRETIREMENT BE_3

PENSION AND POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net periodic benefit costs:
Employer contributions to pension plan		$ 1
Expected contribution to defined benefit pension plans during the reminder of 2019	$ 3
Pension Benefit
Net periodic benefit costs:
Interest cost	1	1
Expected return on plan assets	(1)	(1)
Recognized actuarial loss	1
Settlement loss		2
Net periodic benefit costs	1	2
Postretirement Benefit
Net periodic benefit costs:
Service cost	1	1
Interest cost	1	1
Net periodic benefit costs	$ 2	$ 2

REVENUE RECOGNITION - Commodity

REVENUE RECOGNITION - Commodity Sales Contracts and Marketing (Details)	3 Months Ended
	Mar. 31, 2019
REVENUE RECOGNITION
Typical term of payment following invoicing	30 days

REVENUE RECOGNITION - Disaggreg

REVENUE RECOGNITION - Disaggregation of revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Disaggregation of revenue
Oil and gas sales	$ 601	$ 575
Other revenue	178	72
Net derivative loss from commodity contracts	(89)	(38)
Total revenues and other	690	609
Oil
Disaggregation of revenue
Oil and gas sales	480	466
NGLs
Disaggregation of revenue
Oil and gas sales	59	63
Natural gas
Disaggregation of revenue
Oil and gas sales	62	46
Electricity
Disaggregation of revenue
Other revenue	34	24
Marketing, trading and other
Disaggregation of revenue
Other revenue	$ 144	47
Interest income
Disaggregation of revenue
Interest income		$ 1

LEASES - Operating lease costs

LEASES - Operating lease costs (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019USD ($)
Operating lease costs
Operating lease cost	$ 12
Short-term Lease, Cost	20
Variable lease cost	5
Total lease cost	37
Investing activities, operating lease liabilities payment
Payment of operating lease liabilities reported in net cash used in investing activities	9
Operating activities, operating lease liabilities payment
Payment of operating lease liabilities reported in net cash provided by operating activities	$ 3

LEASES - Supplement balance she

LEASES - Supplement balance sheet information (Details) $ in Millions	Mar. 31, 2019USD ($)
LEASES
Operating lease right-of-use assets, net	$ 54
Current liabilities	27
Long-term liabilities	27
Total operating lease liabilities	$ 54
Weighted-average remaining lease term (in years)	2 years 10 months 24 days
Weighted-average discount rate (as a percentage)	11.50%

LEASES - Operating lease liabil

LEASES - Operating lease liabilities (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019USD ($)
LEASES
Impairment on right-of-use asset	$ 3
Operating lease liabilities
2019	27
2020	18
2021	7
2022	4
2023	2
Thereafter	6
Less: Interest	(10)
Present value of lease liabilities	$ 54

LEASES - Noncancelable operatin

LEASES - Noncancelable operating leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2018
Noncancelable operating leases
2019		$ 12
2020		8
2021		7
2022		7
2023		6
Thereafter		28
Total		$ 68
Rental expense for operating leases	$ 2.8

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
INCOME TAXES
Effective tax rate (as a percent)	0.00%	0.00%

ASSET DIVESTITURE (Details)

ASSET DIVESTITURE (Details) $ in Millions	May 01, 2019USD ($)item
ASSET DIVESTITURE
Working interest in Lost Hills field sold (in percent)	50.00%
Total consideration of the sale of Lost Hills field 50% interest	$ 200
Consideration in cash in the sale of Lost Hills field 50% interest	$ 168
Number of well development plan included in the sale of Lost Host field | item	200
Minimum value of well development plan of Lost Hills field	$ 35