Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36478 | ||
Entity Registrant Name | California Resources Corp | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-5670947 | ||
Entity Address, Address Line One | 1 World Trade Center, Suite 1500 | ||
Entity Address, City or Town | Long Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90831 | ||
City Area Code | 888 | ||
Local Phone Number | 848-4754 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | CRC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,901,083,185 | ||
Entity Bankruptcy Proceedings, Reporting Current | true | ||
Entity Common Stock, Shares Outstanding | 71,491,602 | ||
Documents Incorporated by Reference | Portions of the Definitive Proxy Statement to be filed within 120 days after December 31, 2022 with the Securities and Exchange Commission in connection with the registrant's 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001609253 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Los Angeles, CA |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 307 | $ 305 |
Trade receivables | 326 | 245 |
Inventories | 60 | 60 |
Assets held for sale | 5 | 22 |
Receivable from affiliate | 33 | 0 |
Other current assets, net | 133 | 121 |
Total current assets | 864 | 753 |
PROPERTY, PLANT AND EQUIPMENT | 3,228 | 2,845 |
Accumulated depreciation, depletion and amortization | (442) | (246) |
Total property, plant and equipment, net | 2,786 | 2,599 |
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY | 13 | 0 |
DEFERRED TAX ASSETS | 164 | 396 |
OTHER NONCURRENT ASSETS | 140 | 98 |
TOTAL ASSETS | 3,967 | 3,846 |
CURRENT LIABILITIES | ||
Accounts payable | 345 | 266 |
Liabilities associated with assets held for sale | 5 | 21 |
Fair value of derivative contracts | 246 | 270 |
Accrued liabilities | 298 | 297 |
Total current liabilities | 894 | 854 |
NONCURRENT LIABILITIES | ||
Long-term debt, net | 592 | 589 |
Fair value of derivative contracts | 0 | 132 |
Asset retirement obligations | 432 | 438 |
Other long-term liabilities | 185 | 145 |
STOCKHOLDERS' EQUITY | ||
Preferred stock (20 million shares authorized at $0.01 par value); no shares outstanding at December 31, 2022 or 2021 | 0 | 0 |
Common stock (200 million shares authorized at $0.01 par value); (83,406,002 and 83,389,210 shares issued; 71,949,742 and 79,299,222 shares outstanding at December 31, 2022 and 2021, respectively) | 1 | 1 |
Treasury stock (11,456,260 shares held at cost at December 31, 2022 and 4,089,988 shares held at December 31, 2021) | (461) | (148) |
Additional paid-in capital | 1,305 | 1,288 |
Retained earnings | 938 | 475 |
Accumulated other comprehensive income | 81 | 72 |
Total stockholders' equity | 1,864 | 1,688 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,967 | $ 3,846 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, authorized shares (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, outstanding shares (in shares) | 0 | 0 |
Common stock, authorized shares (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, issued shares (in shares) | 83,406,002 | 83,389,210 |
Common stock, outstanding shares (in shares) | 71,949,742 | 79,299,222 |
Treasury stock (in shares) | 11,456,260 | 4,089,988 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | ||||
Oil, natural gas and NGL sales | $ 237 | $ 1,092 | $ 2,643 | $ 2,048 |
Net (loss) gain from commodity derivatives | (141) | 91 | (551) | (676) |
Total operating revenues | 152 | 1,407 | 2,707 | 1,889 |
OPERATING EXPENSES | ||||
Operating costs | 114 | 511 | 785 | 705 |
General and administrative expenses | 40 | 212 | 222 | 200 |
Depreciation, depletion and amortization | 34 | 328 | 198 | 213 |
Asset impairments | 0 | 1,736 | 2 | 28 |
Taxes other than on income | 10 | 134 | 162 | 145 |
Exploration expense | 1 | 10 | 4 | 7 |
Accretion expense | 8 | 33 | 43 | 50 |
Other operating expenses, net | 9 | 56 | 48 | 29 |
Total operating expenses | 258 | 3,186 | 1,954 | 1,720 |
Net gain on asset divestitures | 0 | 0 | 59 | 124 |
OPERATING INCOME (LOSS) | (106) | (1,779) | 812 | 293 |
NON-OPERATING (EXPENSES) INCOME | ||||
Reorganization items, net | (3) | 4,060 | 0 | (6) |
Interest and debt expense | (11) | (206) | (53) | (54) |
Net (loss) gain on early extinguishment of debt | 0 | 5 | 0 | (2) |
Loss from investment in unconsolidated subsidiary | 0 | 0 | (1) | 0 |
Other non-operating income (expenses), net | (5) | (84) | 3 | (2) |
INCOME (LOSS) BEFORE INCOME TAXES | (125) | 1,996 | 761 | 229 |
Income tax (provision) benefit | 0 | 0 | (237) | 396 |
NET INCOME (LOSS) | (125) | 1,996 | 524 | 625 |
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | ||||
Mezzanine equity | 0 | (94) | 0 | 0 |
Stockholders' equity | 2 | (13) | 0 | (13) |
Net (income) loss attributable to noncontrolling interests | 2 | (107) | 0 | (13) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK | $ (123) | $ 1,889 | $ 524 | $ 612 |
Net income (loss) attributable to common stock per share | ||||
Basic (in dollars per share) | $ (1.48) | $ 40.59 | $ 6.94 | $ 7.46 |
Diluted (in dollars per share) | $ (1.48) | $ 40.42 | $ 6.75 | $ 7.37 |
Weighted-average common shares outstanding | ||||
Basic (in shares) | 83.3 | 49.4 | 75.5 | 82 |
Diluted (in shares) | 83.3 | 49.6 | 77.6 | 83 |
Sales of purchased natural gas | ||||
REVENUES | ||||
Revenue not from contract with customer | $ 38 | $ 124 | $ 314 | $ 312 |
OPERATING EXPENSES | ||||
Cost of sales | 24 | 78 | 273 | 196 |
Electricity sales | ||||
REVENUES | ||||
Revenue not from contract with customer | 15 | 86 | 261 | 172 |
Interest and other revenue | ||||
REVENUES | ||||
Revenue not from contract with customer | 3 | 14 | 40 | 33 |
Electricity generation expenses | ||||
OPERATING EXPENSES | ||||
Cost of sales | 10 | 53 | 167 | 96 |
Transportation costs | ||||
OPERATING EXPENSES | ||||
Cost of sales | $ 8 | $ 35 | $ 50 | $ 51 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (125) | $ 1,996 | $ 524 | $ 625 |
Net (income) loss attributable to noncontrolling interests | 2 | (107) | 0 | (13) |
Other comprehensive income (loss): | ||||
Actuarial gains (losses) associated with pension and postretirement plans | (8) | (2) | 13 | 16 |
Prior service credit | 0 | 2 | 0 | 65 |
Amortization of prior service cost credit included in net periodic benefit cost | 0 | 0 | (4) | (1) |
Comprehensive income (loss) attributable to common stock | $ (131) | $ 1,889 | $ 533 | $ 692 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Millions | Total | Junior DIP Facility | ECR | Creditors | Subscription Rights | Common Stock | Common Stock Subscription Rights | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Junior DIP Facility | Additional Paid-in Capital ECR | Additional Paid-in Capital Creditors | Additional Paid-in Capital Subscription Rights | Accumulated (Deficit) Earnings | Accumulated Other Comprehensive (Loss) Income | Equity Attributable to Common Stock | Equity Attributable to Common Stock Junior DIP Facility | Equity Attributable to Common Stock ECR | Equity Attributable to Common Stock Creditors | Equity Attributable to Common Stock Subscription Rights | Equity Attributable to Noncontrolling Interests | |
Beginning balance at Dec. 31, 2019 | $ (296) | $ 0 | $ 0 | $ 5,004 | $ (5,370) | $ (23) | $ (389) | $ 93 | ||||||||||||||
Increase (decrease) in Equity | ||||||||||||||||||||||
Net income | 1,902 | 1,889 | 1,889 | 13 | ||||||||||||||||||
Distributions to noncontrolling interest holders | (37) | (37) | ||||||||||||||||||||
Share-based compensation | 10 | 10 | 10 | |||||||||||||||||||
Issuance of common stock | $ 12 | $ 261 | $ 408 | $ 446 | $ 1 | $ 12 | $ 261 | $ 408 | $ 445 | $ 12 | $ 261 | $ 408 | $ 446 | |||||||||
Modification of noncontrolling interest | 138 | 138 | 138 | |||||||||||||||||||
Gain on acquisition of noncontrolling interest | 128 | 128 | 128 | |||||||||||||||||||
Issuance of Subscription Rights to creditors in connection with the Plan | 71 | 71 | 71 | |||||||||||||||||||
Warrants issued in connection with the Plan | 15 | 15 | 15 | |||||||||||||||||||
Fair value adjustment related to noncontrolling interest | 7 | 7 | ||||||||||||||||||||
Elimination of Predecessor equity | (1,720) | (5,224) | 3,481 | 23 | (1,720) | |||||||||||||||||
Ending balance at Oct. 31, 2020 | 1,345 | 1 | 0 | 1,268 | 0 | 0 | 1,269 | 76 | ||||||||||||||
Increase (decrease) in Equity | ||||||||||||||||||||||
Net income | (125) | (123) | (123) | (2) | ||||||||||||||||||
Distributions to noncontrolling interest holders | (30) | (30) | ||||||||||||||||||||
Other comprehensive income, net of tax | (8) | (8) | (8) | |||||||||||||||||||
Ending balance at Dec. 31, 2020 | 1,182 | 1 | 0 | 1,268 | (123) | (8) | 1,138 | 44 | ||||||||||||||
Increase (decrease) in Equity | ||||||||||||||||||||||
Net income | 625 | 612 | 612 | 13 | ||||||||||||||||||
Distributions to noncontrolling interest holders | (50) | (50) | ||||||||||||||||||||
Cash dividends ($0.17 per share) | (14) | (14) | (14) | |||||||||||||||||||
Redemption of noncontrolling interest | [1] | 0 | 7 | 7 | (7) | |||||||||||||||||
Share-based compensation | 13 | 13 | 13 | |||||||||||||||||||
Repurchases of common stock | (148) | (148) | (148) | |||||||||||||||||||
Issuance of common stock | 2 | 2 | 2 | |||||||||||||||||||
Other | (2) | (2) | (2) | |||||||||||||||||||
Other comprehensive income, net of tax | 80 | 80 | 80 | |||||||||||||||||||
Ending balance at Dec. 31, 2021 | 1,688 | 1 | (148) | 1,288 | 475 | 72 | 1,688 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2020 | 1,182 | 1 | 0 | 1,268 | (123) | (8) | 1,138 | 44 | ||||||||||||||
Increase (decrease) in Equity | ||||||||||||||||||||||
Repurchases of common stock | (461) | |||||||||||||||||||||
Ending balance at Dec. 31, 2022 | 1,864 | 1 | (461) | 1,305 | 938 | 81 | 1,864 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | 1,688 | 1 | (148) | 1,288 | 475 | 72 | 1,688 | 0 | ||||||||||||||
Increase (decrease) in Equity | ||||||||||||||||||||||
Net income | 524 | 524 | 524 | |||||||||||||||||||
Cash dividends ($0.17 per share) | (61) | (61) | (61) | |||||||||||||||||||
Share-based compensation | 19 | 19 | 19 | |||||||||||||||||||
Repurchases of common stock | (313) | (313) | (313) | |||||||||||||||||||
Other | (2) | (2) | (2) | |||||||||||||||||||
Other comprehensive income, net of tax | 9 | 9 | 9 | |||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 1,864 | $ 1 | $ (461) | $ 1,305 | $ 938 | $ 81 | $ 1,864 | $ 0 | ||||||||||||||
[1] The remaining balance in equity attributable to noncontrolling interest was reallocated to additional paid-in capital of the parent upon redemption of ECR's preferred member interest in the BSP JV. No gain or loss was recognized on the equity transaction. See Note 15 Chapter 11 Proceedings for more information. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Nov. 02, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared, common stock (in dollars per share) | $ 0.2825 | $ 0.17 | $ 0.7925 | $ 0.17 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||||
Net income (loss) | $ (125) | $ 1,996 | $ 524 | $ 625 |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||||
Depreciation, depletion and amortization | 34 | 328 | 198 | 213 |
Deferred income tax provision (benefit) | 0 | 0 | 226 | (396) |
Asset impairments | 0 | 1,736 | 2 | 28 |
Net loss (gain) from commodity derivatives | 141 | (91) | 551 | 676 |
Net settlement (payments) proceeds from commodity derivatives | (1) | 108 | (738) | (319) |
Net loss (gain) on early extinguishment of debt | 0 | (5) | 0 | 2 |
Amortization of deferred gain | 0 | (39) | 0 | 0 |
Net gain on asset divestitures | 0 | 0 | (59) | (124) |
Other non-cash charges to income, net | 27 | 60 | 43 | 62 |
Reorganization items, net (non-cash) | 0 | (4,128) | 0 | 0 |
Reorganization items, net (debtor-in-possession financing costs) | 0 | 25 | 0 | 0 |
Changes in operating assets and liabilities, net: | ||||
(Increase) decrease in trade receivables | (28) | 128 | (81) | (68) |
Decrease (increase) in inventories | 1 | (1) | 0 | 0 |
Decrease (increase) in other current assets | 6 | 2 | 35 | (47) |
(Decrease) increase in accounts payable and accrued liabilities | (67) | (1) | (11) | 8 |
Net cash provided (used) by operating activities | (12) | 118 | 690 | 660 |
CASH FLOW FROM INVESTING ACTIVITIES | ||||
Capital investments | (7) | (40) | (379) | (194) |
Changes in accrued capital investments | (1) | (24) | 1 | 20 |
Proceeds from asset divestitures | 0 | 41 | 80 | 67 |
Acquisitions | 0 | 0 | (17) | (52) |
Distribution related to the Carbon TerraVault JV | 0 | 0 | 12 | 0 |
Capitalized joint venture transaction costs | 0 | 0 | (12) | 0 |
Other | 1 | (7) | (2) | (2) |
Net cash used in investing activities | (7) | (30) | (317) | (161) |
CASH FLOW FROM FINANCING ACTIVITIES | ||||
Proceeds from debtor-in-possession facilities | 0 | 802 | 0 | 0 |
Repayments of debtor-in-possession facilities | 0 | (802) | 0 | 0 |
Proceeds from Second Lien Term Loan | 0 | 200 | 0 | 0 |
Debtor-in-possession financing costs | 0 | (25) | 0 | 0 |
Proceeds from Senior Notes | 0 | 0 | 0 | 600 |
Debt repurchases | 0 | (3) | 0 | 0 |
Debt issuance costs | 0 | (20) | 0 | (13) |
Contributions from noncontrolling interest holders | 0 | 0 | 0 | 0 |
Distributions to noncontrolling interest holders | (30) | (104) | 0 | (50) |
Repurchases of common stock | 0 | 0 | (313) | (148) |
Common stock dividends | 0 | 0 | (59) | (14) |
Acquisition of noncontrolling interest in connection with the Plan | 0 | (2) | 0 | 0 |
Issuance of common stock | 0 | 446 | 1 | 2 |
Shares cancelled for taxes and other | 0 | (1) | 0 | 0 |
Net cash (used) provided by financing activities | (156) | 98 | (371) | (222) |
Increase (decrease) in cash | (175) | 186 | 2 | 277 |
Cash—beginning of period | 203 | 17 | 305 | 28 |
Cash—end of period | 28 | 203 | 307 | 305 |
2014 Revolving Credit Facility | ||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||
Proceeds from lines of credit | 0 | 797 | 0 | 0 |
Repayments of lines of credit | 0 | (1,315) | 0 | 0 |
Revolving Credit Facility | ||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||
Proceeds from lines of credit | 82 | 225 | 0 | 16 |
Repayments of lines of credit | (208) | 0 | 0 | (115) |
Second Lien Notes | ||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||
Repayment of 2020 Senior Notes | 0 | 0 | 0 | (200) |
EHP Notes | ||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||
Repayment of 2020 Senior Notes | 0 | 0 | 0 | (300) |
5% Senior Notes due 2020 | ||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||
Repayment of 2020 Senior Notes | $ 0 | $ (100) | $ 0 | $ 0 |
NATURE OF BUSINESS, SUMMARY OF
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | |
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER Nature of Business We are an independent oil and natural gas exploration and production company operating properties exclusively within California. We are committed to energy transition and have some of the lowest carbon intensity production in the United States. We are in the early stages of permitting several carbon capture and storage projects in California. Our subsidiary Carbon TerraVault is expected to build, install, operate and maintain CO 2 capture equipment, transportation assets and storage facilities in California. In August 2022, Carbon TerraVault entered into a joint venture with BGTF Sierra Aggregator LLC (Brookfield) to pursue certain of these opportunities (Carbon TerraVault JV). See Joint Ventures and Investments in Unconsolidated Subsidiaries below for our accounting policy related to joint ventures and investments in unconsolidated subsidiaries and Note 8 Investments and Related Party Transactions for more information on the Carbon TerraVault JV. Separately, we are evaluating the feasibility of a carbon capture system to be located at our Elk Hills power plant (CalCapture). 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 We have prepared this report in accordance with United States (U.S.) generally accepted accounting principles (U.S. GAAP) and the rules and regulations of the U.S. Securities and Exchange Commission applicable to annual financial information. All financial information presented consists of our consolidated results of operations, financial position and cash flows. We have eliminated significant intercompany transactions and balances. We account for our share of oil and natural gas producing activities, 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 consolidated financial statements. We qualified for and adopted fresh start accounting upon emergence from Chapter 11 in October 2020 at which point we became a new entity for financial reporting purposes. We adopted an accounting convenience date of October 31, 2020 for the application of fresh start accounting. As a result of the application of fresh start accounting and the effects of the implementation of our Plan of Reorganization, the financial statements after October 31, 2020 may not be comparable to the financial statements prior to that date. Accordingly, “black-line” financial statements are presented to distinguish between the Predecessor and Successor companies. References to "Predecessor” refer to the Company for periods ended on or prior to October 31, 2020 and references to “Successor” refer to the Company for periods subsequent to October 31, 2020. See Note 15 Chapter 11 Proceedings and Note 16 Fresh Start Accounting for additional information on our bankruptcy proceedings and the impact of fresh start accounting on our consolidated financial statements. Use of Estimates The process of preparing financial statements in conformity with U.S. GAAP requires management to select appropriate accounting policies and make informed estimates and judgments regarding certain types of financial statement balances and disclosures. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements and judgments on expected outcomes as well as the materiality of transactions and balances. Changes in facts and circumstances or discovery of new information relating to such transactions and events may result in revised estimates and judgments. Further, actual results may differ from estimates upon settlement. Management believes that these estimates and judgments provide a reasonable basis for the fair presentation of our consolidated financial statements. Risks and Uncertainties Our revenue, profitability and future growth or our oil and natural gas operations are substantially dependent upon prevailing and future prices for oil and natural gas, which can be volatile and dependent on factors beyond our control including global production inventories, available storage and transportation capacities, government regulation, the Russia-Ukraine conflict and economic conditions. The Coronavirus Disease 2019 (COVID-19) pandemic continues to create price volatility for oil and natural gas. The ongoing impacts from the Russia-Ukraine conflict and COVID-19 on our financial position, results of operations and cash flows will depend on uncertain factors, including future developments that are beyond our control. We are in the early stages of developing a carbon capture and sequestration business which is subject to risks as an emerging industry. We operate exclusively in California which is a highly regulated environment. Concentration of Customers We sell crude oil, natural gas and NGLs to marketers, California refineries and other customers that have access to transportation and storage facilities. In light of the ongoing energy deficit in California and strong demand for native crude oil production, we do not believe that the loss of any single customer would have a material adverse effect on our consolidated financial statements taken as a whole. For the year ended December 31, 2022, three California refineries each accounted for at least 10%, and collectively 52%, of our sales (before the effects of hedging). For the year ended December 31, 2021, three California refineries each accounted for at least 10%, and collectively accounted for 51%, of our sales (before the effects of hedging). For the 2020 Successor period, three California refineries each accounted for at least 10%, and collectively accounted for 50%, of our sales (before the effects of hedging). For the 2020 Predecessor period, two California refineries, each accounted for at least 10%, and collectively accounted for 46%, of our sales (before the effects of hedging). Recently Adopted Accounting and Disclosure Changes ASC Topic 848, Reference Rate Reform contains guidance for applying U.S. GAAP to contracts, hedging relationships and other transactions that are impacted by reference rate reform. Under this guidance, we elected to account for the February 2022 amendment of our Revolving Credit Facility described in Note 4 Debt as a modification of the original instrument. The debt modification did not have a material impact to our consolidated financial statements. Significant Accounting Policies Restructuring under Chapter 11 of the Bankruptcy Code and Workforce Reductions On July 15, 2020, we filed voluntary petitions for relief under Chapter 11 of Title 11 of the Bankruptcy Code (Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (Bankruptcy Court). On October 13, 2020, the Bankruptcy Court confirmed our joint plan of reorganization (the Plan) and we subsequently emerged from Chapter 11 proceedings on October 27, 2020 (Effective Date). See Note 15 Chapter 11 Proceedings for more information on our voluntary reorganization. We qualified for fresh start accounting and allocated the reorganization value to our individual assets and liabilities based on their estimated relative fair value. Our reorganization value was less than the fair value of identifiable assets of the emerging entity and we allocated the difference to nonfinancial assets on a relative fair value basis. Our valuation approach for determining the estimated fair value of our significant assets acquired and liabilities assumed is discussed in Note 16 Fresh Start Accounting . In 2021, we reduced the size of our management team and realigned several functions, which resulted in headcount and cost reductions. We recorded a restructuring charge of $15 million during the year ended December 31, 2021. In 2020, we reduced our workforce in response to economic conditions, resulting in a restructuring charge of $10 million in the Predecessor period ended October 31, 2020 and $5 million in the Successor period ended December 31, 2020. These charges are included in other operating expenses, net on our consolidated statement of operations. Property, Plant and Equipment (PP&E) We use the successful efforts method to account for our oil and natural gas properties. Under this method, we capitalize costs of acquiring properties, costs of drilling successful exploration wells and development costs. The costs of exploratory wells, including permitting, land preparation and drilling costs, are initially capitalized pending a determination of whether we find proved reserves. If we find proved reserves, the costs of exploratory wells remain capitalized. Otherwise, we charge the costs of the related wells to expense. In cases where we cannot determine whether we have found proved reserves at the completion of exploration drilling, we conduct additional testing and evaluation of the wells. We generally expense the costs of such exploratory wells if we do not find proved reserves within a one-year period after initial drilling has been completed. Proved Reserves – Proved reserves are those quantities of oil and natural gas that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a specific date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. We have no proved oil and natural gas reserves for which the determination of economic producibility is subject to the completion of major capital investments. Several factors could change our proved oil and natural gas reserves. For example, for long-lived properties, higher commodity prices typically result in additional reserves becoming economic and lower commodity prices may lead to existing reserves becoming uneconomic. Estimation of future production and development costs is also subject to change partially due to factors beyond our control, such as energy costs and inflation or deflation of oil field service costs. These factors, in turn, could lead to changes in the quantity of proved reserves. Additional factors that could result in a change of proved reserves include production decline rates and operating performance differing from those estimated when the proved reserves were initially recorded as well as availability of capital to implement the development activities contemplated in the reserves estimates and changes in management's plans with respect to such development activities. We perform impairment tests with respect to proved properties when product prices decline other than temporarily, reserves estimates change significantly, other significant events occur or management's plans change with respect to these properties in a manner that may impact our ability to realize the recorded asset amounts. Impairment tests incorporate a number of assumptions involving expectations of undiscounted future cash flows, which can change significantly over time. These assumptions include estimates of future product prices, which we base on forward price curves and, when applicable, contractual prices, estimates of oil and natural gas reserves and estimates of future expected operating and development costs. Any impairment loss would be calculated as the excess of the asset's net book value over its estimated fair value. We recognize any impairment loss on proved properties by adjusting the carrying amount of the asset. Unproved Properties – When we make acquisitions that include unproved properties, we assign values based on estimated reserves that we believe will ultimately be proved. As exploration and development work progresses and if reserves are proved, we transfer the book value from unproved to proved based on the initially determined rate per BOE. If the exploration and development work were to be unsuccessful, or management decided not to pursue development of these properties as a result of lower commodity prices, higher development and operating costs, regulatory changes, contractual conditions or other factors, the capitalized costs of the related properties would be expensed. Impairments of unproved properties are primarily based on qualitative factors including intent of property development, lease term and recent development activity. The timing of impairments on unproved properties, if warranted, depends upon management's plans, the nature, timing and extent of future exploration and development activities and their results. We recognize any impairment loss on unproved properties by providing a valuation allowance. Depreciation, Depletion and Amortization – We determine depreciation, depletion and amortization (DD&A) of oil and natural gas producing properties by the unit-of-production method. Our unproved reserves are not subject to DD&A until they are classified as proved properties. We amortize acquisition costs over total proved reserves, and capitalized development and successful exploration costs over proved developed reserves. Our gas and power plant assets are depreciated over the estimated useful lives of the assets, using the straight-line method, with expected initial useful lives of the assets of up to 30 years. We depreciated other property and equipment using the straight-line method based on expected useful lives of the individual assets or group of assets. The useful lives typically include ranges of 4-10 years for leasehold improvements, 1-4 years for software and telecommunications equipment and up to 5 years for computer hardware. We expense annual lease rentals, the costs of injection used in production and exploration, and geological, geophysical and seismic costs as incurred. Costs of maintenance and repairs are expensed as incurred, except that the costs of replacements that expand capacity or add proven oil and natural gas reserves are capitalized. Fair Value Measurements Our assets and liabilities measured at fair value are categorized in a three-level fair-value hierarchy, based on the inputs to the valuation techniques: Level 1—using quoted prices in active markets for the assets or liabilities; Level 2—using observable inputs other than quoted prices for the assets or liabilities; and Level 3—using unobservable inputs. Transfers between levels, if any, are recognized at the end of each reporting period. We apply the market approach for certain recurring fair value measurements, maximize our use of observable inputs and minimize use of unobservable inputs. We generally use an income approach to measure fair value when observable inputs are unavailable. This approach utilizes management's judgments regarding expectations of projected cash flows and discount rates. Commodity derivatives are carried at fair value. We utilize the mid-point between bid and ask prices for valuing these instruments. Our commodity derivatives comprise over-the-counter bilateral financial commodity contracts, which are generally valued using industry-standard models that consider various inputs, including quoted forward prices for commodities, time value, volatility factors, credit risk and current market and contracted prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable data or are supported by observable prices based on transactions executed in the marketplace. We classify these measurements as Level 2. Commodity derivatives are the most significant items on our consolidated balance sheets affected by recurring fair value measurements. Our PP&E may be written down to fair value if we determine that there has been an impairment. The fair value is determined as of the date of the assessment generally using discounted cash flow models based on management’s expectations for the future. Inputs include estimates of future production, prices based on commodity forward price curves, inclusive of market differentials, as of the date of the estimate, estimated future operating and development costs and a risk-adjusted discount rate. The carrying amounts of cash and other on-balance sheet financial instruments, other than fixed-rate debt, approximate fair value. Revenue Recognition We derive substantially all of our revenue from sales of oil, natural gas and NGLs and associated hedging activities, with the remaining revenue generated from sales of electricity and trading activities related to storage and managing excess pipeline capacity. 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 — Disaggregated revenue for sales of oil, natural gas and natural gas liquids (NGLs) to customers includes the following: Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Oil $ 1,968 $ 1,555 $ 176 $ 874 NGLs 264 250 29 106 Natural gas 411 243 32 112 Oil, natural gas and NGL sales $ 2,643 $ 2,048 $ 237 $ 1,092 See Note 14 Revenue for more information on our revenue from contracts with customers. Joint Ventures and Investments in Unconsolidated Subsidiaries We may enter into joint ventures that are considered to be a variable interest entity (VIE). A VIE is a legal entity that possesses any of the following conditions: the entity's equity at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, equity owners are unable to direct the activities that most significantly impact the legal entity's economic performance (or they possess disproportionate voting rights in relation to the economic interest in the legal entity), or the equity owners lack the obligation to absorb the legal entity's expected losses or the right to receive the legal entity's expected residual returns. We consolidate a VIE if we determine that we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that are more than insignificant to the VIE. If an entity is determined to be a VIE but we do not have a controlling interest, the entity is accounted for under either the cost or equity method depending on whether we exercise significant influence. See Note 8 Investment in Unconsolidated Subsidiary and Related Party Transactions for more information on the Carbon TerraVault JV. These evaluations are highly complex and involve management judgment and may involve the use of estimates and assumptions based on available information. The evaluation requires continual assessment. Investments in unconsolidated entities are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred, which is other than temporary. Allowance for Credit Losses Our receivables from customers relate to sales of our commodity products, trading activities and joint interest billings. Credit exposure for each customer is monitored for outstanding balances and current activity. We actively manage our credit risk by selecting counterparties that we believe to be financially sound and continue to monitor their financial health. Concentration of credit risk is regularly reviewed to ensure that counterparty credit risk is adequately diversified. We believe exposure to counterparty credit-related losses at December 31, 2022 was not material and losses associated with counterparty credit risk have been insignificant for all periods presented. Inventories Materials and supplies, which primarily consist of well equipment and tubular goods used in our oil and natural gas operations, are valued at weighted-average cost and are reviewed periodically for obsolescence. Finished goods predominantly comprise oil and natural gas liquids (NGLs), which are valued at the lower of cost or net realizable value. Inventories, by category, are as follows: 2022 2021 (in millions) Materials and supplies $ 56 $ 54 Finished goods 4 6 Total $ 60 $ 60 Derivative Instruments The fair value of our derivative contracts are netted when a legal right of offset exists with the same counterparty with an intent to offset. Since we did not apply hedge accounting to our commodity derivatives for any of the periods presented, we recognized fair value adjustments, on a net basis, in our consolidated statements of operations. 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 accounted for as cash-flow or fair-value hedges. Stock-Based Incentive Plans The shares issuable under our long-term incentive plan were authorized by the Bankruptcy Court and the terms of a new long-term incentive plan were approved by our new board of directors in January 2021. In accordance with our new long-term incentive plan, we reserved 9,257,740 shares of common stock (subject to adjustment) for future issuances to certain executives, employees and non-employee directors that are more fully described in Note 10 Stock-Based Compensation . Earnings Per Share Basic earnings (loss) per share is calculated as net income (loss) divided by the weighted average number of our common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of our common shares outstanding including the effect of dilutive potential common shares. We compute basic and diluted earnings per share (EPS) using the two-class method required for participating securities, when applicable, and the treasury stock method when participating securities are not in place. Certain restricted and performance stock awards are considered participating securities when such shares have non-forfeitable dividend rights, which participate at the same rate as common stock. Under the two-class method, net income allocated to participating securities is 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 the participating securities do not share in losses. Asset Retirement Obligations We recognize the fair value of asset retirement obligations (ARO) in the period in which a determination is made that a legal obligation exists to dismantle an asset and reclaim or remediate the property at the end of its useful life and the cost of the obligation can be reasonably estimated. The fair value of the retirement obligation is based on future retirement cost estimates and incorporates many assumptions such as time of abandonment, current regulatory requirements, technological changes, future inflation rates and a risk-adjusted discount rate. When the liability is initially recorded, we capitalize the cost by increasing the related PP&E balances. If the estimated future cost or timing of cash flow changes, we adjust the fair value of the liability and PP&E. Over time the liability is increased, and expense is recognized for accretion. The cost capitalized to PP&E is recovered over either the useful life of our facilities or the unit-of-production method for our minerals. We have asset retirement obligations for certain of our facilities, which includes plant and field decommissioning, and the plugging and abandonment of wells. In certain cases, we will recognize ARO in the periods in which sufficient information becomes available to reasonably estimate their fair values. Additionally, for certain plants, we do not have a legal obligation to decommission them and, accordingly, we have not recorded a liability. The following table presents a rollforward of our ARO. Year ended December 31, Year ended December 31, (in millions) 2022 2021 Beginning balance $ 489 $ 597 Liabilities settled and divested (57) (157) Accretion expense on discounted obligation 43 50 Revisions of estimated obligation 15 (11) Additions 6 30 Other (5) 1 Liabilities associated with assets held for sale — (21) Ending balance $ 491 $ 489 Current portion $ 59 $ 51 Non-current portion $ 432 $ 438 During 2022, our total asset retirement obligation increased by $2 million from 2021. Our liabilities settled and divested in 2022 of $57 million, included $40 million for settlement payments and $17 million of liabilities assumed related to our Lost Hills divestiture. Revisions of our estimated obligation increased $15 million, which reflect higher anticipated future abandonment costs, including inflation and changes in the timing of settlement. During 2021, our total asset retirement obligation decreased by $108 million from 2020. Our liabilities settled and divested in 2021 of $157 million included $42 million for settlement payments and $115 million of liabilities assumed as part of our Ventura divestiture. Our liabilities included $30 million of additions, partially offset by $21 million of liabilities reclassified as held for sale. Revisions to our future cost estimates and abandonment dates for our oil and natural gas assets resulted in a decrease of $11 million. See Note 3 Divestitures and Acquisitions for more information on our sold properties and our liabilities reclassified as held for sale. Loss Contingencies In the normal course of business, we are involved in lawsuits, claims and other environmental and legal proceedings and audits. We accrue reserves for these matters when it is probable that a liability has been incurred and the liability can be reasonably estimated. In addition, we disclose, if material, in aggregate, our exposure to losses in excess of the amount recorded on the balance sheet for these matters if it is reasonably possible that an additional material loss may be incurred. We review our loss contingencies on an ongoing basis. Loss contingencies are based on judgments made by management with respect to the likely outcome of these matters and are adjusted as appropriate. Management’s judgments could change based on new information, changes in, or interpretations of, laws or regulations, changes in management’s plans or intentions, opinions regarding the outcome of legal proceedings, or other factors. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax basis. Deferred tax assets are recognized when it is more likely than not that they will be realized. We periodically assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion or all of the deferred tax assets will not be realized. We recognize the financial statement effects of tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by a tax authority. We recognize interest and penalties, if any, related to uncertain tax positions as a component of the income tax provision. No interest or penalties related to uncertain tax positions were recognized in the financial statements for the periods presented. Production-Sharing Type Contracts Our share of production and reserves from operations in the Wilmington field is subject to contractual arrangements similar to production-sharing contracts (PSCs) that are in effect through the economic life of the assets. Under such contracts we are obligated to fund all capital and operating costs. We record a share of production and reserves to recover a portion of such capital and operating costs and an additional share for profit. Our portion of the production represents volumes: (i) to recover our partners’ share of capital and operating costs that we incur on their behalf, (ii) for our share of contractually defined base production and (iii) for our share of remaining production thereafter. We generate returns through our defined share of production from (ii) and (iii) above. These contracts do not transfer any right of ownership to us and reserves reported from these arrangements are based on our economic interest as defined in the contracts. Our share of production and reserves from these contracts decreases when product prices rise and increases when prices decline, assuming comparable capital investment and operating costs. However, our net economic benefit is greater when product prices are higher. These PSCs represented approximately 16% of our total production for the year ended December 31, 2022. In line with industry practice for reporting PSCs, we report 100% of operating costs under such contracts in our consolidated statements of operations as opposed to reporting only our share of those costs. We report the proceeds from production designed to recover our partners' share of such costs (cost recovery) in our revenues. Our reported production volumes reflect only our share of the total volumes produced, including cost recovery, which is less than the total volumes produced under the PSCs. This difference in reporting full operating costs but only our net share of production equally inflates our revenue and operating costs per barrel and has no effect on our net results. Pension and Postretirement Benefit Plans All of our employees participate in postretirement benefit plans we sponsor. These plans are primarily funded as benefits are paid. In addition, a small number of our employees also participate in defined benefit pension plans sponsored by us. We recognize the net overfunded or underfunded amounts in the consolidated financial statements at each measurement date. We determine our defined benefit pension and postretirement benefit plan obligations based on various assumptions and discount rates. The discount rate assumptions used are meant to reflect the interest rate at which the obligations could effectively be settled on the measurement date. We estimate the rate of return on assets with regard to current market factors but within the context of historical returns. Pension plan assets are measured at fair value. Publicly registered mutual funds are valued using quoted market prices in active markets. Commingled funds are valued at the fund units’ net asset value (NAV) provided by the issuer, which represents the quoted price in a non-active market. Guaranteed deposit accounts are valued at the book value provided by the issuer. Actuarial gains and losses that have not yet been recognized through income, are recorded in accumulated other comprehensive income within equity, net of taxes, until they are amortized as a component of net periodic benefit cost. Leases We account for our leases in which we are the lessee, other than mineral leases including oil and natural gas leases, under an accounting standard which requires us to recognize most leases, including operating leases, on the balance sheet. The majority of our leases are for commercial office space, fleet vehicles, drilling rigs, easements and facilities. We categorize leases as either operating or financing at lease commencement. We recognize a right-of-use (ROU) asset and associated lease liability for each operating and finance lease with contractual terms of greater than 12 months on the balance sheet. In considering whether a contract contains a lease, we first consider whether there is an identifiable asset and then consider how and for what purpose the asset would be used over the contract term. Our ROU assets are measured at the initial amount of the lease liability determined by measuring the present value of the fixed minimum lease payments, adjusted for any payments made before or at the lease commencement date, discounted using our incremental borrowing rate (IBR). In determining our IBR, we consider the average cost of borrowing for publicly traded corporate bond yields, which are adjusted to reflect our credit rating, the remaining lease term for each class of our leases and frequency of payments. The ROU assets for operating leases are amortized over the term of the lease using the straight-line method. Lease expense also includes accretion of |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT We capitalize the costs incurred to acquire or develop our oil and natural gas assets, including ARO and interest. For asset acquisitions, purchase price, including liabilities assumed, is allocated to acquired assets based on relative fair values at the acquisition date. We evaluate long-lived assets on a quarterly basis for possible impairment. Property, plant and equipment, net consisted of the following: December 31, 2022 December 31, 2021 (in millions) Proved oil and natural gas properties $ 2,972 $ 2,604 Unproved oil and natural gas properties 2 1 Facilities and other 254 240 Total property, plant and equipment 3,228 2,845 Accumulated depreciation, depletion and amortization (442) (246) Total property, plant and equipment, net $ 2,786 $ 2,599 The following table summarizes the activity of capitalized exploratory well costs: Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 (in millions) 2022 2021 Beginning balance $ 1 $ 3 $ 3 $ 7 Additions to capitalized exploratory well costs — — — — Reclassification to property, plant and equipment — — — — Charged to expense — (2) — (2) Impact of fresh start accounting — — — (2) Ending balance $ 1 $ 1 $ 3 $ 3 There are not significant exploratory well costs in the periods presented that have been capitalized for a period greater than one year after the completion of drilling. Our capitalized exploratory well costs at December 31, 2022 are for permitted wells that we intend to drill. Asset Impairments We recognized an asset impairment of $2 million for the year ended December 31, 2022 related to a write-down of a commercial office building located in Bakersfield, California to fair value. Asset impairments were $28 million for the year ended December 31, 2021, including $25 million related to the write-down of the same commercial office building to fair value and a $3 million write-off of capitalized costs related to projects which were abandoned. We valued our commercial office building based on a market approach (using Level 3 inputs in the fair value hierarchy). The decline in commercial demand for office space of this size and type in that market at each assessment resulted in an impairment. In 2022, we sold our commercial office building for $13 million. See Note 3 Divestitures and Acquisitions for further information regarding the sale of CRC Plaza. The following table presents a summary of our asset impairments during the Predecessor period of 2020 (in millions): Proved oil and natural gas properties $ 1,487 Unproved properties 228 Other 21 Total $ 1,736 The impairment charge of $1,736 million during the period ended October 31, 2020 was due to the sharp drop in commodity prices as of our March 31, 2020 assessment date. The fair values of our proved oil and natural gas properties were determined using discounted cash flow models incorporating a number of fair value inputs which are categorized as Level 3 on the fair value hierarchy. These inputs were based on management's expectations for the future considering the then-current environment and included index prices based on forward curves, pricing adjustments for differentials, estimates of future oil and natural gas production, estimated future operating costs and capital development plans based on the embedded price assumptions. We used a market-based weighted average cost of capital to discount the future net cash flows. The impairment charge on our proved oil and natural gas properties primarily related to a steamflood property located in the San Joaquin basin. As of our March 31, 2020 assessment date, we determined our ability to develop our unproved properties, which primarily consisted of leases held by production in the San Joaquin basin, was constrained for the foreseeable future and we did not intend to develop them. We did not record an impairment charge during the Successor period of 2020. |
DIVESTITURES AND ACQUISITIONS
DIVESTITURES AND ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS AND DIVESTITURES | |
DIVESTITURES AND ACQUISITIONS | DIVESTITURES AND ACQUISITIONS Divestitures Ventura Basin During the second quarter of 2021, we entered into transactions to sell our Ventura basin assets. The transactions contemplate multiple closings that are subject to customary closing conditions. The closings that occurred in the second half of 2021 resulted in the divestiture of the vast majority of our Ventura basin assets. We recognized a gain of $120 million on the Ventura divestiture during the year ended December 31, 2021. During the year ended December 31, 2022, we recognized a gain of $11 million related to the sale of certain Ventura basin assets. The closing of the sale of our remaining assets in the Ventura basin is subject to final approval from the State Lands Commission, which we expect to receive in the first half of 2023. These remaining assets, consisting of property, plant and equipment and associated asset retirement obligations, are classified as held for sale on our consolidated balance sheet as of December 31, 2022. Lost Hills On February 1, 2022, we sold our 50% non-operated working interest in certain horizons within our Lost Hills field, located in the San Joaquin basin, recognizing a gain of $49 million. We retained an option to capture, transport and store 100% of the CO 2 from steam generators across the Lost Hills field for future carbon management projects. We also retained 100% of the deep rights and related seismic data. CRC Plaza In June 2022, we sold our commercial office building located in Bakersfield, California for net proceeds of $13 million, recognizing no gain or loss on sale. We also leased back a portion of the building with a term of 18 months. See Note 2 Property, Plant and Equipment for details of impairment charges we recognized prior to the sale of this property. Other Divestitures In 2022, we sold non-core assets recognizing a $1 million loss. In 2021, we also sold unimproved land and other non-core assets for $13 million in proceeds recognizing a $4 million gain. In January 2020, we sold royalty interests and divested non-core assets resulting in $41 million of proceeds which was treated as a normal retirement and no gain or loss was recognized. Acquisitions MIRA JV Our development joint venture with Macquarie Infrastructure and Real Assets Inc. (MIRA JV) contemplated that MIRA would fund the development of certain of our oil and natural gas properties in exchange for a 90% working interest. In August 2021, we purchased MIRA’s entire working interest share for $52 million. We accounted for this transaction as an asset acquisition. Prior to the acquisition, our consolidated results reflect only our 10% working interest share in the productive wells. Other Acquisitions In 2022, we acquired properties for carbon management activities for approximately $17 million. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT As of December 31, 2022 and 2021, our long-term debt consisted of the following: Successor Interest Rate Maturity 2022 2021 (in millions) Revolving Credit Facility $ — $ — SOFR plus 3%-4% ABR plus 2%-3% April 29, 2024 Senior Notes 600 600 7.125% February 1, 2026 Principal amount of debt $ 600 $ 600 Unamortized debt issuance costs (8) (11) Long-term debt, net $ 592 $ 589 Fair Value The estimated fair value of our debt at December 31, 2022 and 2021 was approximately $574 million and $623 million, respectively. We estimate the fair value of our fixed-rate debt based on prices from known market transactions as of December 31, 2022 and 2021 (Level 1 inputs on the fair value hierarchy). Revolving Credit Facility On October 27, 2020, we entered into a Credit Agreement with Citibank, N.A., as administrative agent, and certain other lenders. This credit agreement consists of a senior revolving loan facility (Revolving Credit Facility) with an aggregate commitment of $602 million, which we are permitted to increase if we obtain additional commitments from new or existing lenders. The aggregate commitment increased from $492 million as of December 31, 2021 due to $110 million of additional commitments from new lenders that joined this facility in 2022. Our Revolving Credit Facility also includes a sub-limit of $200 million for the issuance of letters of credit. As of December 31, 2022, we had approximately $458 million available for borrowing under the Revolving Credit Facility after taking into account $144 million of outstanding letters of credit. The proceeds of all or a portion of the Revolving Credit Facility may be used for our working capital needs and for other purposes subject to meeting certain criteria. Security – The lenders have a first-priority lien on a substantial majority of our assets. Interest Rate – In February 2022, we amended our Revolving Credit Facility to change the benchmark rate from the London Interbank Offered Rate to the secured overnight financing rate (SOFR). We can elect to borrow at either an adjusted SOFR rate or an alternate base rate (ABR), subject to a 1% floor and 2% floor, respectively, plus an applicable margin. The ABR is equal to the highest of (i) the federal funds effective rate plus 0.50%, (ii) the administrative agent prime rate and (iii) the one-month SOFR rate plus 1%. The applicable margin is adjusted based on the borrowing base utilization percentage and will vary from (i) in the case of SOFR loans, 3% to 4% and (ii) in the case of ABR loans, 2% to 3%. The unused portion of the facility is subject to a commitment fee of 0.50% per annum. We also pay customary fees and expenses. Interest on ABR loans is payable quarterly in arrears. Interest on SOFR loans is payable at the end of each SOFR period, but not less than quarterly. Amortization Payments – The Revolving Credit Facility does not include any obligation to make amortizing payments. Borrowing Base – The borrowing base, currently $1.2 billion, will be redetermined semi-annually each April and October. Financial Covenants – Our Revolving Credit Facility includes the following financial covenants: Ratio Components Required Levels Tested Consolidated Total Net Leverage Ratio Ratio of Consolidated Total Debt to Consolidated EBITDAX (a) Not greater than 3.00 to 1.00 Quarterly Current Ratio Ratio of consolidated current assets to consolidated current liabilities (b) Not less than 1.00 to 1.00 Quarterly (a) EBITDAX is calculated as defined in the credit agreement. (b) The available credit under our Revolving Credit Facility is included in consolidated current assets as part of the calculation of the current ratio. Other Covenants – Our Revolving Credit Facility includes covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make asset sales and investments, repay existing indebtedness, make subsidiary distributions and enter into transactions that would result in fundamental changes. We are also restricted in the amount of cash dividends we can pay on our common stock unless we meet certain covenants included in the credit agreement. In April 2022, we amended our Revolving Credit Facility to, among other things, modify the minimum hedge requirement and the restricted payment and investment covenants contained in the Revolving Credit Facility. As a result of this amendment, the rolling hedge requirement has been modified. As amended, our Revolving Credit Facility requires us to maintain hedges on a minimum amount of crude oil production (determined on (i) the date of delivery of annual and quarterly financial statements and (ii) the date of delivery of a reserve report delivered in connection with an interim borrowing base redetermination) of no less than (i) in the event that our Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) is greater than 2:1 as of the end of the most recent fiscal quarter test period, 50% of our reasonably anticipated oil production from our proved developed producing reserves for each quarter during the period ending the earlier of (1) the maturity date of the Revolving Credit Facility and (2) 12 months after the delivery of the compliance certificate for the relevant test period and (ii) in the event that our Consolidated Total Net Leverage Ratio is less than or equal to 2:1 but greater than 1:1 as of the end of the most recent fiscal quarter test period, 33% of our reasonably anticipated oil production from our proved developed producing reserves for each quarter during the period ending the earlier of (1) the maturity date of the Revolving Credit Facility and (2) 12 months after the delivery of the compliance certificate for the relevant test period. The foregoing minimum hedge requirements do not apply to the extent that our Consolidated Total Net Leverage Ratio is less than or equal to 1:1 as of the last day of the most recently ended fiscal quarter test period. Furthermore, the restricted payment and investments covenants were modified to permit unlimited investments and/or restricted payments so long as (i) no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing under the Revolving Credit Facility at the time of such investment or restricted payment, (ii) the undrawn availability under the Revolving Credit Facility at such time is not less than 30.0% of the total commitment and (iii) the Consolidated Total Net Leverage Ratio is less than or equal to 1.5:1. Events of Default and Change of Control – Our Revolving Credit Facility provides for certain events of default, including upon a change of control, as defined in the credit agreement, that entitles our lenders to declare the outstanding loans immediately due and payable, subject to certain limitations and conditions. Senior Notes On January 20, 2021, we completed an offering of $600 million in aggregate principal amount of our 7.125% senior unsecured notes due 2026 (Senior Notes). The net proceeds of $587 million, after $13 million of debt issuance costs, were used to repay in full our Second Lien Term Loan and EHP Notes, with the remainder used to repay substantially all of the then outstanding borrowings under our Revolving Credit Facility. We recognized a $2 million loss on extinguishment of debt, including unamortized debt issuance costs, associated with these repayments. Security – Our Senior Notes are general unsecured obligations which are guaranteed on a senior unsecured basis by certain of our material subsidiaries. Redemption – On or after February 1, 2023, we may redeem the Senior Notes at any time prior to the maturity date at a redemption price equal to (i) 104% of the principal amount if redeemed in the twelve months beginning February 1, 2023, (ii) 102% of the principal amount if redeemed in the twelve months beginning February 1, 2024 and (iii) 100% of the principal amount if redeemed after February 1, 2025, in each case plus accrued and unpaid interest. Other Covenants – Our Senior Notes include covenants that, among other things, restrict our ability to incur additional indebtedness, issue preferred stock, grant liens, make asset sales and investments, repay existing indebtedness, make subsidiary distributions and enter into transactions that would result in fundamental changes. Events of Default and Change of Control – Our Senior Notes provide for certain triggering events, including upon a change of control, as defined in the indenture, that would require us to repurchase all or any part of the Senior Notes at a price equal to 101% of the aggregate principal amount plus accrued and unpaid interest. Second Lien Term Loan On October 27, 2020, we entered into a $200 million credit agreement with Alter Domus Products Corp., as administrative agent, and certain other lenders (Second Lien Term Loan). The proceeds were used to refinance our Junior DIP Facility and to pay certain costs, fees and expenses related to the other transactions consummated on the Effective Date. Security – The lenders had a second-priority lien (junior to the Revolving Credit Facility) on a substantial majority of our assets, except assets securing the EHP Notes as discussed below. Interest Rate – We could elect to pay interest at either an adjusted LIBOR rate or ABR rate, subject to a 1% floor and 2% floor, respectively, plus an applicable margin. The ABR rate was equal to the highest of (i) the prime rate, (ii) the federal funds rate effective rate plus 0.50%, and (iii) the one-month adjusted LIBOR rate plus 1%. Prior to the second anniversary of the closing date of the Second Lien Term Loan, the applicable margin in the case of an ABR rate election was 8% per annum if paid in cash and 9.50% per annum if paid-in-kind, and the applicable margin in the case of an adjusted LIBOR rate election was 9% if paid in cash and 10.50% if paid-in-kind. After the second anniversary of the closing date, the applicable margin was 8% with respect to any ABR loan and 9% with respect to an adjusted LIBOR loan. Interest on ABR loans was paid quarterly in arrears and interest based on the adjusted LIBOR rate was due at the end of each LIBOR period, which could be one, two, three or six months but not less than quarterly. We also paid customary fees and expenses. Maturity Date – Our Second Lien Term Loan would mature five years after the closing date, subject to extension. Redemption – We could elect to redeem all or part of our Second Lien Term Loan, at any time prior to the maturity date, at redemption price equal to (i) 100% of the principal amount if redeemed prior to 90 days after closing, (ii) 105% of the principal amount if redeemed after 90 days and before the first anniversary date, (iii) 103% of the principal amount if redeemed on or after the first anniversary date and before the second anniversary date, (iv) 102% of the principal amount if redeemed on or after the second anniversary date and before the third anniversary date, (v) 101% of the principal amount if redeemed on or after the third anniversary date and before the fourth anniversary date, and (vi) at 100% of the principal amount if redeemed in the fifth year. Financial Covenants – Our Second Lien Term Loan included certain financial covenants that were to be tested quarterly, including a consolidated total net leverage ratio and current ratio. Liquidity – We would become subject to a monthly minimum liquidity requirement of $170 million if, as of the Spring 2021 Scheduled Redetermination (as defined in the Revolving Credit Facility), (a) our liquidity was less than $247 million and (b) we were not able to obtain at least $51 million in additional commitments under our Revolving Credit Facility or through capital markets or other junior financing transactions, for so long as the conditions in (a) and (b) remained unmet. Other Covenants – Our Second Lien Term Loan included covenants that, among other things, restricted our ability to incur additional indebtedness, grant liens, make asset sales and investments, repay existing indebtedness, make subsidiary distributions and enter into transactions that would result in fundamental changes. We were also restricted in the amount of cash dividends we could pay on our common stock unless we met certain covenants included in the credit agreement. Our Second Lien Term Loan also required us to maintain hedges on a minimum amount of crude oil production on terms that were substantially consistent with the requirements of our Revolving Credit facility. Events of Default and Change of Control – Our Second Lien Term Loan provided for certain events of default, including upon a change of control, as defined in the credit agreement, that would entitle our lenders to declare the outstanding loans immediately due and payable, subject to certain limitations and conditions. We were subject to a cross-default provision that causes a default under this facility if certain defaults occurred under the Revolving Credit Facility or the EHP Notes. The Second Lien Term Loan was terminated and repaid with proceeds from our Senior Notes offering in January 2021 as described above. EHP Notes On the Effective Date, our wholly-owned subsidiary, EHP Midco Holding Company, LLC (Elk Hills Issuer) entered into a Note Purchase Agreement (Note Purchase Agreement) with certain subsidiaries of Ares and Wilmington Trust, N.A. as collateral agent. The $300 million Notes were issued as partial consideration for the Class B Preferred Units, Class A Common Units and Class C Common Units in the Ares JV previously held by ECR (EHP Notes). The EHP Notes were senior notes due in 2027 and were secured by a first-priority security interest in all of the assets of Elk Hills Power, any third-party offtake contracts for power generated by Elk Hills Power, all of the equity interests of Elk Hills Power held by Elk Hills Issuer and all of the equity interests of Elk Hills Issuer held by its direct parent, EHP Topco Holding Company, LLC, our wholly-owned subsidiary. We and Elk Hills Power guaranteed, on a joint and several basis, all of the obligations of Elk Hills Issuer under the EHP Notes. The EHP Notes bore an interest rate of 6.0% per annum through the fourth anniversary of issuance, increasing to 7.0% per annum after the fourth anniversary of issuance and to 8.0% per annum after the fifth anniversary of issuance. We were permitted to redeem the EHP Notes at any time prior to their maturity date without payment of premium or penalty. The EHP Notes were terminated and repaid with proceeds from our Senior Notes offering in January 2021 as described above. Other At December 31, 2022, all obligations under our Revolving Credit Facility and Senior Notes are guaranteed by certain of our material wholly owned subsidiaries. The terms and conditions of all of our indebtedness are subject to additional qualifications and limitations that are set forth in the relevant governing documents. At December 31, 2022, we were in compliance with all debt covenants under our credit agreements. Principal maturities of debt outstanding at December 31, 2022 are as follows: As of (in millions) 2023 $ — 2024 — 2025 — 2026 600 2027 — Thereafter — Total $ 600 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Balance sheet information related to our operating leases as of December 31, 2022 and 2021 were as follows: Classification 2022 2021 (in millions) Right-of-use assets Other noncurrent assets $ 73 $ 43 Operating lease liabilities Accrued liabilities $ 18 $ 11 Operating lease liabilities Other long-term liabilities 52 37 We determine if our arrangements contain a lease at inception. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. We have operating lease liabilities for carbon sequestration easements, drilling rigs, vehicles and commercial office space. We combine lease and nonlease components in determining fixed minimum lease payments for our drilling rigs and commercial office space. If applicable, fixed minimum lease payments are reduced by lease incentives for our commercial buildings and increased by mobilization and demobilization fees for our drilling rigs. Certain of our lease agreements include options to extend or terminate the lease, which we exercise at our sole discretion. For our existing leases, we did not include these options in determining our fixed minimum lease payments over the lease term. 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. Variable lease costs for our drilling rigs include 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 include other-than-routine maintenance and other various amounts in excess of our fixed minimum rental fee. Our lease costs, including amounts capitalized to PP&E, shown in the table below are before joint-interest recoveries. Lease payments are reduced by joint interest recoveries on our consolidated statement of operations through our joint-interest billing process. Year ended December 31, Year ended December 31, 2022 2021 (in millions) Operating lease costs $ 17 $ 14 Short-term lease costs (a) 59 48 Variable lease costs 6 4 Total operating lease costs 82 66 Sublease income (1) (2) Total lease costs $ 81 $ 64 (a) Contracts with terms of less than one month or less are excluded from our disclosure of short-term lease costs. We had two contracts treated as finance leases, where the terms ended in 2022. These leases were not material to our consolidated results of operations for the periods presented. 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 subleases contain 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. We sold our commercial office space during 2022. Sublease income was not material to our consolidated financial statements for all periods presented. Other supplemental information related to our operating and finance leases as of December 31, 2022 and 2021 is provided below: Year ended December 31, Year ended December 31, 2022 2021 (in millions) Cash paid for lease liabilities Lease liabilities associated with operating activities $ 14 $ 8 Lease liabilities associated with investing activities $ 6 $ 4 Lease liabilities associated with financing activities $ — $ 1 ROU assets obtained in exchange for new operating lease liabilities $ 35 $ 17 2022 2021 Operating Leases Weighted-average remaining lease term (in years) 6.43 8.25 Weighted-average discount rate 6.1 % 5.4 % Finance Leases Weighted-average remaining lease term (in years) — 0.33 Weighted-average discount rate — % 4.0 % The difference in the weighted-average discount rate between operating leases and finance leases in 2021 primarily relates to lease term. Our operating lease payments are as follows: As of December 31, 2022 (in millions) 2023 $ 21 2024 15 2025 12 2026 12 2027 5 Thereafter 20 Less: Interest (15) Present value of lease liabilities $ 70 |
LEASES | LEASES Balance sheet information related to our operating leases as of December 31, 2022 and 2021 were as follows: Classification 2022 2021 (in millions) Right-of-use assets Other noncurrent assets $ 73 $ 43 Operating lease liabilities Accrued liabilities $ 18 $ 11 Operating lease liabilities Other long-term liabilities 52 37 We determine if our arrangements contain a lease at inception. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. We have operating lease liabilities for carbon sequestration easements, drilling rigs, vehicles and commercial office space. We combine lease and nonlease components in determining fixed minimum lease payments for our drilling rigs and commercial office space. If applicable, fixed minimum lease payments are reduced by lease incentives for our commercial buildings and increased by mobilization and demobilization fees for our drilling rigs. Certain of our lease agreements include options to extend or terminate the lease, which we exercise at our sole discretion. For our existing leases, we did not include these options in determining our fixed minimum lease payments over the lease term. 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. Variable lease costs for our drilling rigs include 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 include other-than-routine maintenance and other various amounts in excess of our fixed minimum rental fee. Our lease costs, including amounts capitalized to PP&E, shown in the table below are before joint-interest recoveries. Lease payments are reduced by joint interest recoveries on our consolidated statement of operations through our joint-interest billing process. Year ended December 31, Year ended December 31, 2022 2021 (in millions) Operating lease costs $ 17 $ 14 Short-term lease costs (a) 59 48 Variable lease costs 6 4 Total operating lease costs 82 66 Sublease income (1) (2) Total lease costs $ 81 $ 64 (a) Contracts with terms of less than one month or less are excluded from our disclosure of short-term lease costs. We had two contracts treated as finance leases, where the terms ended in 2022. These leases were not material to our consolidated results of operations for the periods presented. 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 subleases contain 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. We sold our commercial office space during 2022. Sublease income was not material to our consolidated financial statements for all periods presented. Other supplemental information related to our operating and finance leases as of December 31, 2022 and 2021 is provided below: Year ended December 31, Year ended December 31, 2022 2021 (in millions) Cash paid for lease liabilities Lease liabilities associated with operating activities $ 14 $ 8 Lease liabilities associated with investing activities $ 6 $ 4 Lease liabilities associated with financing activities $ — $ 1 ROU assets obtained in exchange for new operating lease liabilities $ 35 $ 17 2022 2021 Operating Leases Weighted-average remaining lease term (in years) 6.43 8.25 Weighted-average discount rate 6.1 % 5.4 % Finance Leases Weighted-average remaining lease term (in years) — 0.33 Weighted-average discount rate — % 4.0 % The difference in the weighted-average discount rate between operating leases and finance leases in 2021 primarily relates to lease term. Our operating lease payments are as follows: As of December 31, 2022 (in millions) 2023 $ 21 2024 15 2025 12 2026 12 2027 5 Thereafter 20 Less: Interest (15) Present value of lease liabilities $ 70 |
LAWSUITS, CLAIMS, COMMITMENTS A
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES | 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 December 31, 2022 and 2021 were not material to our 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 cannot be accurately determined. In October 2020, Signal Hill Services, Inc. defaulted on its decommissioning obligations associated with two offshore platforms. The Bureau of Safety and Environmental Enforcement (BSEE) determined that former lessees, including our former parent, Occidental Petroleum Corporation (Oxy) with a 37.5% share, are responsible for accrued decommissioning obligations associated with these offshore platforms. Oxy sold its interest in the platforms approximately 30 years ago and it is our understanding that Oxy has not had any connection to the operations since that time and challenged BSEE's order . Oxy notified us of the claim under the indemnification provisions of the Separation and Distribution Agreement between us and Oxy. In September 2021, we accepted the indemnification claim from Oxy and we are now appealing the order from BSEE. We have certain commitments under contracts, including purchase commitments for goods and services used in the normal course of business such as pipeline capacity, easements related to oil and natural gas operations, obligations under long-term service agreements and field equipment. At December 31, 2022, total purchase obligations on a discounted basis were as follows: December 31, 2022 (in millions) 2023 $ 61 2024 9 2025 6 2026 6 2027 5 Thereafter 25 Total 112 Less: Interest (19) Present value of purchase obligations $ 93 |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES We continue to maintain a commodity hedging program primarily focused on crude oil to help protect our cash flows, margins and capital program from the volatility of commodity prices. We did not have any commodity derivatives designated as accounting hedges as of and during the years ended December 31, 2022, 2021 and each of the periods in 2020 . Unless otherwise indicated, we use the term "hedge" to describe derivative instruments that are designed to achieve our hedging requirements and program goals, even though they are not accounted for as accounting hedges. Our Revolving Credit Facility includes covenants that require us to maintain a certain level of hedges. We have also entered into incremental hedges above and beyond these requirements and will continue to evaluate our hedging strategy based on prevailing market prices and conditions. For more information on the requirements of our Revolving Credit Facility, see Note 4 Debt. Commodity-Price Risk As part of our hedging program, we held the following Brent-based crude oil contracts as of December 31, 2022: Q1 Q2 Q3 Q4 2024 Sold Calls: Barrels per day 18,322 17,837 17,363 5,747 — Weighted-average price per barrel $ 57.28 $ 60.00 $ 57.06 $ 57.06 $ — Swaps Barrels per day 16,620 16,475 16,697 26,094 1,492 Weighted-average price per barrel $ 69.46 $ 68.53 $ 68.33 $ 70.18 $ 79.06 Net Purchased Puts (a) Barrels per day 18,322 17,837 17,363 5,747 1,724 Weighted-average price per barrel $ 76.25 $ 76.25 $ 76.25 $ 76.25 $ 75.00 (a) Purchased puts and sold puts with the same strike price have been presented on a net basis. The outcomes of the derivative positions are as follows: • Sold calls – we make settlement payments for prices above the indicated weighted-average price per barrel. • Net purchased puts – we receive settlement payments for prices below the indicated weighted-average price per barrel. • Swaps – we make settlement payments for prices above the indicated weighted-average price per barrel and receive settlement payments for prices below the indicated weighted-average price per barrel. We use combinations of these positions to meet the requirements of our Revolving Credit Facility and to increase the efficacy of our hedging program. At December 31, 2022, we had derivative contracts for an insignificant amount of natural gas volumes. Derivative instruments not designated as hedging instruments are required to be recorded on the balance sheet at fair value. Noncash derivative gains and losses, along with settlement payments, are reported in net (loss) gain from commodity derivatives on our consolidated statements of operations as shown in the table below: Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Non-cash commodity derivative gain (loss), excluding noncontrolling interest $ 187 $ (357) $ (138) $ (19) Non-cash commodity derivative (loss) gain, attributable to noncontrolling interest — — (2) 2 Total non-cash changes 187 (357) (140) (17) Net (payments) proceeds on commodity derivatives (738) (319) (1) 108 Net (loss) gain from commodity derivatives $ (551) $ (676) $ (141) $ 91 Interest-Rate Risk As of December 31, 2022, we do not have any derivative contracts in place with respect to interest-rate exposure. In May 2018, we entered into derivative contracts that limited our interest rate exposure with respect to a notional amount of $1.3 billion of variable-rate indebtedness. These contracts expired on May 4, 2021. We did not report any gains or losses on these contracts and no settlement payments were received during the year ended December 31, 2021 or the periods in 2020. 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. The following tables present the fair values (at gross and net) of our outstanding commodity derivatives: December 31, 2022 Classification Gross Amounts at Fair Value Netting Net Fair Value Assets: (in millions) Other current assets $ 51 $ (12) $ 39 Other noncurrent assets 7 — 7 Liabilities: Current - Fair value of derivative contracts (258) 12 (246) Noncurrent - Fair value of derivative contracts — — — $ (200) $ — $ (200) December 31, 2021 Classification Gross Amounts at Fair Value Netting Net Fair Value Assets: (in millions) Other current assets $ 33 $ (27) $ 6 Other noncurrent assets 12 (11) 1 Liabilities: Current - Fair value of derivative contracts (297) 27 (270) Noncurrent - Fair value of derivative contracts (143) 11 (132) $ (395) $ — $ (395) Counterparty Credit Risk As of December 31, 2022, all of our derivative financial instruments were with investment-grade counterparties. We actively evaluate the creditworthiness of our counterparties, assign credit limits and monitor exposure against those assigned limits. We believe exposure to credit-related losses as of December 31, 2022 was not significant. Losses associated with credit risk have been insignificant for all periods presented. At December 31, 2022, and 2021, we had an insignificant amount of collateral posted. |
INVESTMENT IN UNCONSOLIDATED SU
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY AND RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY AND RELATED PARTY TRANSACTIONS | INVESTMENT IN UNCONSOLIDATED SUBSIDIARY AND RELATED PARTY TRANSACTIONS In August 2022, our wholly-owned subsidiary Carbon TerraVault I, LLC entered into a joint venture with BGTF Sierra Aggregator LLC (Brookfield) for the further development of a carbon management business in California (Carbon TerraVault JV). We hold a 51% interest in the Carbon TerraVault JV and Brookfield holds a 49% interest. We determined that the Carbon TerraVault JV is a VIE; however, we share decision-making power with Brookfield on all matters that most significantly impact the economic performance of the joint venture. Therefore, we account for our investment in the Carbon TerraVault JV under the equity method of accounting. See Note 1 Nature of Business, Summary of Significant Accounting Policies and Other for more information on the VIE consolidation model. Brookfield has committed an initial $500 million to invest in CCS projects that are jointly approved through the Carbon TerraVault JV. As part of the formation of the Carbon TerraVault JV, we contributed rights to inject CO 2 into the 26R reservoir in our Elk Hills field for permanent CO 2 storage (26R reservoir) and Brookfield committed to make an initial investment of $137 million, payable in three equal installments with the last two installments subject to the achievement of certain milestones. Brookfield contributed the first $46 million installment of their initial investment to the Carbon TerraVault JV in 2022. This amount may, at our sole discretion, be distributed to us or used to satisfy our share of future capital contributions, among other items. During 2022, $12 million was distributed to us (and used to pay transaction costs related to the formation of the joint venture) and $2 million was used to satisfy a capital call. The remaining $32 million is included in receivable from affiliate on our consolidated balance sheet as of December 31, 2022. Because the parties have certain put and call rights (repurchase features) with respect to the 26R reservoir if certain milestones are not met, the initial investment by Brookfield is reflected as a contingent liability, included in other long-term liabilities, on our consolidated balance sheet. This contingent liability was $48 million as of December 31, 2022, including $2 million of interest, and reflects the amount we would be required to pay should Brookfield exercise its put right. The carrying value of our investment in unconsolidated subsidiary was $13 million as of December 31, 2022. This carrying value reflects our investment less cumulative losses allocated to us of $1 million through December 31, 2022. The underlying net assets of the Carbon TerraVault JV were $314 million as of December 31, 2022 which includes cash on hand and PP&E, net of current liabilities. The difference between the carrying value of our investment and the carrying value of the underlying net assets of the joint venture relates to our accounting for the contribution of the 26R reservoir as a financing arrangement due to the put and call features of the joint venture. The joint venture recognized the cash contributions by the members and the 26R reservoir at fair value. The Carbon TerraVault JV has an option to participate in certain projects that involve the capture, transportation and storage of CO 2 in California. This option expires upon the earlier of (1) August 2027, (2) when a final investment decision has been approved by the Carbon TerraVault JV for storage projects representing in excess of 5 million metric tons per annum (MMTPA) in the aggregate, or (3) when Brookfield has made contributions to the joint venture in excess of $500 million (unless Brookfield elects to increase its commitment). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Net income (loss) before income taxes, for all periods presented, was generated from domestic operations. We recognized an income tax provision (benefit) for the periods presented as follows: Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Current Federal $ 10 $ — $ — $ — State 1 — — — Subtotal 11 — — — Deferred Federal 141 (161) — — State 85 (235) — — Subtotal 226 (396) — — Total income tax provision (benefit) $ 237 $ (396) $ — $ — Total income tax provision (benefit) differs from the amounts computed by applying the U.S. federal income tax statutory rate to pre-tax income (loss) as follows: Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 U.S. federal statutory tax rate 21 % 21 % 21 % 21 % State income taxes, net 9 (81) — — Exclusion of income attributable to noncontrolling interests — (1) — (1) Debt restructuring — — — — Changes in tax attributes (2) (8) — — Executive compensation — 2 — — Change in the U.S. federal valuation allowance 2 (106) (20) (21) Other 1 — (1) 1 Effective tax rate 31 % (173) % — % — % For the year ended December 31, 2022, our effective rate of 31% differed from the U.S. federal statutory tax rate of 21% primarily due to state taxes and the increase in a valuation allowance for a capital loss generated from the sale of Lost Hills. For the year ended December 31, 2021, our effective tax rate of negative 173% differed from the U.S. federal statutory tax rate of 21% primarily due to state taxes and releasing all of our valuation allowance recorded against our net deferred tax assets given our anticipated future earnings trends at that time. A portion of the change in our valuation allowance during 2021 was for the utilization of tax benefits against current year income and the remainder was recognized as a tax benefit reflecting the projected utilization of our deferred tax assets. We did not record an income tax provision (benefit) in the period ended December 31, 2020 or the period ended October 31, 2020. The tax effects of temporary differences resulting in deferred income tax assets and liabilities at December 31, 2022 and 2021 were as follows: 2022 2021 Deferred Tax Deferred Tax Deferred Tax Deferred Tax (in millions) Property, plant and equipment $ 47 $ (267) $ 122 $ (151) Postretirement and pension benefit plans 10 (1) 18 — Asset retirement obligations 148 — 152 — Net operating loss and tax credit carryforwards 85 — 88 — Business interest expense carryforward 167 — 177 — Federal benefit of state income taxes — (31) — (49) Other 77 (36) 59 (20) Subtotal 534 (335) 616 (220) Valuation allowance (35) — — — Total deferred taxes $ 499 $ (335) $ 616 $ (220) Management expects to realize the recorded deferred tax assets primarily through future operating income and reversal of taxable temporary differences. We assess the realizability of our deferred tax assets each period by considering whether it is more-likely-than-not that all or a portion of our deferred tax assets will be realized. At each reporting date new evidence is considered, both positive and negative, including whether sufficient future taxable income will be generated to permit realization of existing deferred tax assets. The amount of deferred tax assets considered realizable is not assured and could be adjusted if estimates change or three-years of cumulative income is no longer present. Carryforwards As of December 31, 2022, we had U.S. federal net operating loss carryforwards of $29 million, which begin to expire in 2037. Our carryforward for disallowed business interest of $794 million does not expire. As of December 31, 2022, we had California net operating loss carryforwards of $2.4 billion, which begin to expire in 2026, and $23 million of tax credit carryforwards, which begin to expire in 2041. Our ability to utilize a portion of our net operating loss, tax credit and interest expense carryforwards is subject to an annual limitation since we experienced an ownership change in connection with our emergence from bankruptcy. We did not recognize a tax benefit for $18 million U.S. federal net operating loss carryforwards and approximately $2 billion California net operating loss carryforwards which we expect will expire unused. Additionally, we did not recognize a tax benefit for $14 million of California tax credit carryforwards which we expect will expire unused. Unrecognized Tax Benefits We did not record a liability for unrecognized tax benefits as of December 31, 2022 and 2021. In the period ended October 31, 2020, we recognized a tax benefit of $101 million for uncertain tax positions which primarily related to the calculation of the limitation on business interest expense. In 2020, the Internal Revenue Service (IRS) issued final regulations which clarified the calculation of the limitation on the deduction of business interest expense. Based on our evaluation of these final regulations, we determined that our income tax returns were filed on at least a more-likely-than-not basis and accordingly we reversed our liability for uncertain tax positions. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION On January 18, 2021, our Board of Directors approved the California Resources Corporation 2021 Long Term Incentive Plan (Long Term Incentive Plan). The shares issuable under the new long-term incentive plan had been previously authorized by the Bankruptcy Court in connection with our emergence from Chapter 11 and the terms of the new long-term incentive plan were approved by our Board of Directors. As a result, the Long Term Incentive Plan became effective on January 18, 2021. The Long Term Incentive Plan provides for potential grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units, vested stock awards, dividend equivalents, other stock-based awards and substitute awards to employees, officers, non-employee directors and other service providers of the Company and its affiliates. The Long Term Incentive Plan replaces the earlier Amended and Restated California Resources Corporation Long Term Incentive Plan which was cancelled upon our emergence from bankruptcy, along with all outstanding stock-based compensation awards granted thereunder. The Long Term Incentive Plan provides for the reservation of 9,257,740 shares of common stock for future issuances, subject to adjustment as provided in the Long Term Incentive Plan. Shares of stock subject to an award under the Long Term Incentive Plan that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without the actual delivery of shares (restricted stock awards are not considered “delivered shares” for this purpose) will again be available for new awards under the Long Term Incentive Plan. However, (i) shares tendered or withheld in payment of any exercise or purchase price of an award or taxes relating to awards, (ii) shares that were subject to an option or a stock appreciation right but were not issued or delivered as a result of the net settlement or net exercise of the option or stock appreciation right, and (iii) shares repurchased on the open market with the proceeds from the exercise price of an option, will not, in each case, again be available for new awards under the Long Term Incentive Plan. Shares of our common stock may be withheld by us in satisfaction of tax withholding obligations arising upon the vesting of restricted stock units (RSUs) and performance stock units (PSUs). Stock-based compensation expense is recorded on our consolidated statements of operations based on job function of the employees receiving the grants as shown in the table below. Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) General and administrative expenses $ 26 $ 17 $ — $ 2 Operating costs 4 2 — 1 Total stock-based compensation expense $ 30 $ 19 $ — $ 3 Income tax benefit $ 6 $ — $ — $ — We paid $6 million for our long-term cash incentive awards for the year ended December 31, 2022. We did not make any payments for the cash-settled portion of our awards for the year ended December 31, 2021 or in the Successor period of 2020. We made payments of $8 million for the cash-settled portion of our long-term incentive awards during the Predecessor period of 2020. Successor Stock-Based Compensation Plan Long-Term Stock Settled Awards Restricted Stock Units Executives and non-employee directors were granted RSUs, which are in the form of, or equivalent in value to, actual shares of our common stock. The awards generally vest ratably over three years, with one third of the granted units vesting on each of the first three anniversaries of the applicable date of grant. RSUs are settled in shares of our common stock at the end of the third year of the three-year vesting period. The following table sets forth RSU activity for the year ended December 31, 2022: Number of Units Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2021 1,130 $ 25.28 Granted 20 $ 44.31 Vested — $ — Cancelled or Forfeited (29) $ 24.78 Unvested at December 31, 2022 1,121 $ 25.64 Compensation expense was measured on the date of grant using the quoted market price of our common stock and is primarily recognized on a straight-line basis over the requisite service periods adjusted for actual forfeitures, if any. As of December 31, 2022, the unrecognized compensation expense for our unvested RSUs was approximately $10 million and is expected to be recognized over a weighted-average remaining service period of approximately one year. Performance Stock Units Executives were granted PSUs which are earned upon the attainment of specified 60-trading day volume weighted average prices for shares of our common stock generally during a three-year service period commencing on the grant date. Once units are earned, the earned units are not reduced for subsequent decreases in stock price. For the duration of the three-year period, a minimum of 0% and a maximum of 100% of the PSUs granted could be earned. The grant date fair value and associated equity compensation expense was measured using a Monte Carlo simulation model which runs a probabilistic assessment of the number of units that will be earned based on a projection of our stock price during the three-year service period. Although certain events may accelerate vesting, earned PSUs generally vest on the third anniversary of the grant date, and are settled in shares of our common stock at the three-year anniversary of the grant date. PSU grants made to certain executives in 2021 have been fully earned. The following table sets forth PSU activity for the year ended December 31, 2022: Number of Units Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2021 944 $ 20.14 Granted 4 $ 31.76 Cancelled or Forfeited (1) $ 19.31 Unvested at December 31, 2022 947 $ 20.19 The range of assumptions used in the valuation of PSUs granted during 2022 and 2021 were as follows: Successor 2022 2021 Expected volatility (a) 60.00 % 60.00% - 65.00% Risk-free interest rate (b) 1.59% - 2.55% 0.16% - 0.60% Dividend yield (c) — % — % Forecast period (in years) 2 - 3 2 - 3 (a) Expected volatility was calculated using the historic volatility of a peer group due to our limited trading history since our emergence from bankruptcy. For awards granted after June 2021, expected volatility included the historic volatility of our stock, excluding our first two (b) Based on the U.S. Treasury yield for a two (c) A dividend adjusted stock price (assumed reinvestment of dividends during the performance period) was used. Compensation expense is recognized on a straight-line basis over the requisite service periods adjusted for actual forfeitures, if any. Events that accelerate the vesting of an award have no effect on the requisite service period until such an event becomes probable. As of December 31, 2022, the unrecognized compensation expense for our unvested PSUs was approximately $7 million and is expected to be recognized over a weighted-average remaining service period of approximately one year. Long-Term Cash Incentive Awards On June 30, 2022 and 2021, we granted performance cash-settled awards to approximately 500 non-executive employees where half of the award is variable with payouts ranging from 75% to 150% of the grant value. The variable portion of the award is determined based upon the attainment of specified 60-trading day volume weighted average prices for shares of our common stock preceding each vesting date. These awards vest ratably over a three-year service period, with one third of the grants vesting on each of the first three anniversaries of the grant date. The fair value of the awards is adjusted on a quarterly basis for the cumulative change in the value determined using a Monte Carlo simulation model which runs a probabilistic assessment of our stock price for each of the three-year service periods. The assumptions used in the valuation of our cash awards as of December 31, 2022 were as follows: 2022 Awards 2021 Awards Expected volatility (a) 55 % 46 % Risk-free interest rate (b) 4.32 % 4.57 % Dividend yield (c) — % — % Forecast period (in years) 2.5 1.5 (a) Expected volatility for the 2022 awards was calculated using the historic volatility of a peer group which included our stock, excluding our first two (b) Based on the U.S. Treasury yield for the 2.5 and 1.5 year remaining terms. (c) A dividend adjusted stock price (assumed reinvestment of dividends during the performance period) was used. As of December 31, 2022, the unrecognized compensation expense for all of our unvested cash-settled awards was $16 million and is expected to be recognized over a weighted-average remaining service period of approximately 2.3 years. The value of awards forfeited during the year ended December 31, 2022 was approximately $2 million. Predecessor Stock-Based Compensation Plan As a result of our bankruptcy as described in Note 15 Chapter 11 Proceedings , the outstanding stock-based awards granted under our Amended and Restated California Resources Corporation Long-Term Incentive Plan (Amended LTIP) were cancelled on our Effective Date. In 2019, our stockholders approved the Amended LTIP, which provided for the issuance of stock, incentive and non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights, stock bonuses, performance-based awards and other awards to executives, employees and non-employee directors. Shares of our common stock were permitted to be withheld by us in satisfaction of tax withholding obligations arising upon the exercise of stock options or the vesting of restricted stock units. Further, shares of our common stock were permitted to be withheld by us in payment of the exercise price of employee stock options, which also counted against the authorized shares specified above. The maximum number of authorized shares of our common stock that were available for issuance pursuant to the Amended LTIP was 7,275,000 shares. In the second quarter of 2020, our then Board of Directors approved the following changes to awards previously granted during 2020: (i) the previously established target amounts under the 2020 variable compensation programs remained unchanged, but any unvested amounts under such programs were revised to only be eligible for cash settlement, and (ii) as a condition to receiving any award under our 2020 variable compensation programs, participants waived participation in our 2020 annual incentive program and forfeited all stock-based compensation awards previously granted in 2020. At the time of the amendments, there were no changes to any stock-based compensation awards granted prior to February 2020; however, as a result of our bankruptcy, the outstanding stock-based awards under our Amended LTIP were cancelled on our Effective Date. The cancellation of the stock-based compensation awards granted under the Amended LTIP prior to 2020 resulted in the recognition of all previously unrecognized compensation expense for equity-based awards under the Amended LTIP and the elimination of the liability related to cash-based awards under the Amended LTIP. Restricted Stock Units As part of the Amended LTIP, executives and other employees were granted restricted stock units (RSUs). RSUs were service based and, depending on the terms of the awards, were settled in cash or stock at the time of vesting. The awards either (i) vested ratably over three years, with one third of the granted units becoming vested on the day before each of the first three anniversaries of the applicable date of grant, or (ii) cliff vested upon the third anniversary of the applicable date of grant. Our RSUs had nonforfeitable dividend rights, and any dividends or dividend equivalents declared during the vesting period were paid as declared. For cash- and stock-settled RSUs, compensation value was initially measured on the date of grant using the quoted market price of our common stock. Compensation expense for cash-settled RSUs was adjusted on a monthly basis for the cumulative change in the value of the underlying stock. For the Predecessor period of 2020, the weighted-average fair value of each stock-settled RSU granted was $6.20. Compensation expense for the stock-settled RSUs were recognized on a straight-line basis over the requisite service periods, adjusted for actual forfeitures. All outstanding RSUs were cancelled for no consideration as a result of our emergence from bankruptcy. Performance Stock Units Our performance stock units (PSUs) were restricted stock unit awards with performance targets with payouts ranging from 0% to 200% of the target award. Up to the target amount of the PSUs were eligible to be settled in cash or stock, and any amount of the PSUs earned in excess of the target amounts of such PSUs were to be settled in cash. These awards accrued dividend equivalents as dividends are declared during the vesting period, which were paid upon certification for the number of earned PSUs. Compensation expense was adjusted quarterly, on a cumulative basis, for any changes in the number of share equivalents expected to be paid based on the relevant performance criteria. For the Predecessor period of 2020, the weighted-average fair value of each stock-settled PSU granted was $6.20. All outstanding PSUs were cancelled for no consideration as a result of our emergence from bankruptcy. Stock Options We granted stock options to certain executives under our Amended LTIP. These options permitted the purchase of Predecessor common stock at exercise prices no less than the fair market value of the stock on the date the options were granted, with the majority of options being granted at 10% above fair market value. The options had terms of seven years and vested ratably over three years, with one third of the granted options becoming exercisable on the day before each of the first three anniversaries of the applicable date of grant, subject to certain restrictions including continued employment. For the Predecessor period of 2020, the weighted-average fair value of each option granted was $6.82. All outstanding stock options were cancelled for no consideration as a result of our emergence from bankruptcy. Employee Stock Purchase Plan Successor Employee Stock Purchase Plan In May 2022, our shareholders approved a new California Resources Corporation Employee Stock Purchase Plan (ESPP), which took effect in July 2022. The ESPP provides our employees with the ability to purchase shares of our common stock at a price equal to 85% of the closing price of a share of our common stock as of the first or last day of each fiscal quarter, whichever amount is less. The maximum number of shares of our common stock which may be issued pursuant to the ESPP is subject to certain annual limits and has a cumulative limit of 1,250,000 shares. As of December 31, 2022, 16,480 shares were issued under our ESPP. Predecessor Employee Stock Purchase Plan On May 26, 2020, our California Resources Corporation 2014 Employee Stock Purchase Plan was terminated by our then Board of Directors. No additional Predecessor shares were issued under the plan after March 31, 2020. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY As a result of our bankruptcy as described in Note 15 Chapter 11 Proceedings , all of our Predecessor common and preferred stock, including contracts on our equity were cancelled on the Effective Date pursuant to the Plan and 83,319,660 shares of new common stock were issued at emergence. The following is a summary of changes in our common shares outstanding: Common Shares Outstanding Balance, December 31, 2020 83,319,660 Shares issued for warrant exercises 51,377 Shares issued under stock-based compensation arrangements 18,173 Treasury stock - shares repurchased (4,089,988) Balance, December 31, 2021 79,299,222 Shares issued for warrant exercises 312 Shares issued under ESPP 16,480 Treasury stock - shares repurchased (7,366,272) Balance, December 31, 2022 71,949,742 Share Repurchase Program Our Board of Directors has authorized a Share Repurchase Program to acquire up to $850 million of our common stock through December 31, 2023. The repurchases may be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, derivative contracts or otherwise in compliance with Rule 10b-18, subject to market conditions. The Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares and our Board of Directors may modify, suspend, or discontinue authorization of the program at any time. The following is a summary of our share repurchases, held as treasury stock for the periods presented: Total Number of Shares Purchased Dollar Value of Shares Purchased Average Price Paid per Share (number of shares) (in millions) ($ per share) Year ended December 31, 2021 4,089,988 $ 148 $ 36.08 Year ended December 31, 2022 7,366,272 $ 313 $ 42.47 Total 11,456,260 $ 461 $ 40.19 See Note 17 Subsequent Events for more or information on an increase and extension to our Share Repurchase Program. Dividends Our Board of Directors declared a cash dividend of $0.17 per share of common stock for the fourth quarter of 2021 and each of the first three quarters of 2022. On November 2, 2022, our Board of Directors approved an increase in our dividend policy to an expected total annual dividend of $1.13 per share. Dividends are payable to shareholders in quarterly increments, subject to the quarterly approval of our Board of Directors. Our Board of Directors approved a quarterly cash dividend on November 2, 2022 in the amount of $0.2825 per share of common stock. For the years ended December 31, 2022 and 2021, we paid $59 million and $14 million in dividends, respectively. There were no cash dividends declared in the Predecessor or Successor period of 2020. The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by our Board of Directors each quarter after reviewing our financial performance. See Note 17 Subsequent Events for information on future cash dividends. Noncontrolling Interests BSP JV Our development joint venture with Benefit Street Partners (BSP JV) contemplated that BSP contributed funds to the development of our oil and natural gas properties in exchange for preferred interests in the BSP JV. In September 2021, BSP's preferred interest was automatically redeemed in full under the terms of the joint venture agreement. Prior to the redemption, we made aggregate distributions to BSP of $50 million in 2021 which reduced noncontrolling interest on our consolidated balance sheet and was reported as a financing cash outflow on our consolidated statement of cash flows. BSP's preferred interest was reported in equity on our consolidated balance sheets and BSP’s share of net income (loss) was reported in net income attributable to noncontrolling interests in our consolidated statements of operations for all periods prior to redemption. Upon redemption, we reallocated the remaining balance of $7 million in noncontrolling interest and increased our additional paid-in capital by the same amount. Ares JV See Note 15 Chapter 11 Proceedings for information on our Ares JV and Settlement Agreement. Warrants On the Effective Date, we issued warrants exercisable for an aggregate 4,384,182 shares of Successor common stock. The warrants are exercisable at an exercise price of $36 per share until October 2024. The Warrant Agreement contains customary anti-dilution adjustments in the event of any stock split, reverse stock split, stock dividend, equity awards under our Management Incentive Plan or other distributions. The warrant holder may elect, in its sole discretion, to pay cash or to exercise on a cashless basis, pursuant to which the holder will not be required to pay cash for shares of common stock upon exercise of the warrant but will instead receive fewer shares. See Note 16 Fresh Start Accounting for additional information. As of December 31, 2022, we had outstanding warrants exercisable into 4,295,434 shares of our common stock. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) consists of unrealized gains (losses) associated with our pension and postretirement benefit plans. The components of Accumulated Other Comprehensive Income (Loss) at December 31, 2022 and 2021 consisted of the following: Total (in millions) December 31, 2020 $ (8) Other comprehensive income before taxes 80 Tax effects — Other comprehensive income 80 December 31, 2021 72 Other comprehensive income before taxes 13 Tax effects (4) Other comprehensive income 9 December 31, 2022 $ 81 The elimination of Predecessor equity balances as part of fresh start accounting resulted in a reclassification of $23 million of accumulated other comprehensive loss to additional paid-in capital upon emergence from bankruptcy. See Note 16 Fresh Start Accounting for additional information. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic and diluted earnings per share (EPS) were calculated using the treasury stock method for the Successor periods and the two-class method, which is required when there are participating securities, for the Predecessor periods. Certain of our restricted and performance stock unit awards outstanding prior to our emergence from bankruptcy were considered participating securities because they had non-forfeitable dividend rights at the same rate as our pre-emergence common stock. Our restricted and performance stock unit awards granted subsequent to our emergence from bankruptcy, as described in Note 10 Stock-Based Compensation , are not considered participating securities since the dividend rights on unvested shares are forfeitable. 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 underlying shares related to equity-settled awards and warrants. For diluted EPS, the basic shares outstanding are adjusted by adding potential common shares, if dilutive. Under the treasury stock method, we assume that proceeds from the exercise of options, warrants and similar instruments are used to purchase common stock at average market price of our stock each period. For PSUs, we use the 60-trading day volume weighted-average prices of our common stock to determine the percentage earned for each period and the number of potential common shares included in diluted EPS. An insignificant number of potential common shares were not earned, and therefore were not treated as issued in our diluted EPS calculation for the year ended December 31, 2022. The following table presents the calculation of basic and diluted EPS. Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions, except per share amounts) Numerator for Basic and Diluted EPS Net income (loss) $ 524 $ 625 $ (125) $ 1,996 Less: Net income attributable to noncontrolling interests — (13) 2 (107) Net income (loss) attributable to common stock 524 612 (123) 1,889 Less: Net income allocated to participating securities — — — (22) Modification of noncontrolling interest (a) — — — 138 Net (loss) income available to common stockholders $ 524 $ 612 $ (123) $ 2,005 Denominator for Basic EPS Weighted-average common shares 75.5 82.0 83.3 49.4 Potential dilutive common shares: Restricted Stock Units 0.7 0.5 — 0.2 Performance Stock Units 0.7 0.5 — — Warrants 0.7 — — — Denominator for Diluted Earnings per Share Weighted-average shares - diluted 77.6 83.0 83.3 49.6 EPS Basic $ 6.94 $ 7.46 $ (1.48) $ 40.59 Diluted $ 6.75 $ 7.37 $ (1.48) $ 40.42 (a) Modification of noncontrolling interest relates to the deemed redemption of ECR's noncontrolling interest in the Ares JV in the third quarter of 2020. For more information on the Ares JV and the Settlement Agreement, see Note 15 Chapter 11 Proceedings . The following table presents potentially dilutive weighted-average common shares which were excluded from the denominator for diluted earnings per share: Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Shares issuable upon exercise of warrants which were issued at emergence from bankruptcy — 4.4 4.4 — Shares issuable upon exercise of warrants in connection with our Alpine JV — — — 1.3 Shares issuable upon settlement of RSUs — — — 0.2 Shares issuable upon settlement of PSUs — — — 0.8 Shares issuable upon exercise of stock options — — — 1.7 Total antidilutive shares — 4.4 4.4 4.0 |
PENSION AND POSTRETIREMENT BENE
PENSION AND POSTRETIREMENT BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
PENSION AND POSTRETIREMENT BENEFIT PLANS | PENSION AND POSTRETIREMENT BENEFIT PLANS We have various qualified and non-qualified benefit plans for our salaried and union and nonunion hourly employees. Defined Contribution Plans All of our employees are eligible to participate in our tax-qualified, defined contribution retirement plan that provides for periodic cash contributions by us based on annual cash compensation and employee deferrals. Certain salaried employees participate in supplemental plans that restore benefits lost due to government limitations on qualified plans. As of December 31, 2022 and 2021, we recognized $24 million and $30 million in other long-term liabilities for these supplemental plans, respectively. We expensed $18 million in 2022, $19 million in 2021, $4 million in the Successor period of 2020 and $28 million in the Predecessor period of 2020 under the provisions of these defined contribution and supplemental plans. Defined Benefit Plans Participation in defined benefit pension plans sponsored by us is limited. During 2022, approximately 60 employees accrued benefits under these plans, all of whom were union employees. Pension costs for the defined benefit pension plans, determined by independent actuarial valuations, are funded by us through payments to trust funds, which are administered by independent trustees. Postretirement Benefit Plans We provide postretirement medical and dental benefits for our eligible former employees and their dependents. Our former employees are required to make monthly contributions for the coverage, but the benefits are primarily funded by us as claims are paid during the year. In 2021, we adopted a postretirement benefit design change, which terminated the employer cost sharing for post age 65 retiree health benefits effective as of January 1, 2022. Our retiree health care benefits provided up to age 65 to current and future retirees who meet certain eligibility requirements were not affected by this change. As a result of this change, our postretirement medical benefit obligation was remeasured as of September 30, 2021. The remeasurement resulted in a decrease to the benefit obligation of $65 million with a corresponding increase to accumulated other comprehensive income. The benefit from the change in plan design will be recognized in our statement of operations over the average remaining years of future service for active employees as a component of other non-operating expenses, net. Obligations and Funded Status of our Defined Benefit Plans The following table shows the amounts recognized on our balance sheets related to pension and postretirement benefit plans, as well as plans that we or our subsidiaries sponsor (in millions): December 31, 2022 December 31, 2021 Pension Postretirement Pension Postretirement Amounts recognized on the balance sheet Other assets $ 2 $ — $ — $ — Accrued liabilities — (4) — (4) Other long-term liabilities — (33) (15) (44) $ 2 $ (37) $ (15) $ (48) Amounts recognized in accumulated other comprehensive income (loss), net of tax $ 2 $ 79 $ (2) $ 74 The following table shows the funding status of our pension and post-retirement benefit plans along with a reconciliation of our benefit obligations and changes in fair value of plan assets (in millions): Year ended December 31, Year ended December 31, 2022 2021 Pension Changes in the benefit obligation Benefit obligation—beginning of year $ 44 $ 47 Service cost—benefits earned during the period 1 1 Interest cost on projected benefit obligation 1 1 Actuarial (gain) loss (a) (12) 2 Benefits paid (4) (7) Benefit obligation—end of year $ 30 $ 44 Changes in plan assets Fair value of plan assets—beginning of year $ 29 $ 32 Actual return on plan assets (5) 2 Employer contributions 12 2 Benefits paid (4) (7) Fair value of plan assets—end of year $ 32 $ 29 Net benefit asset (liability) $ 2 $ (15) Postretirement Changes in the benefit obligation (in millions) Benefit obligation—beginning of year $ 49 $ 129 Service cost—benefits earned during the period 2 4 Interest cost on projected benefit obligation 1 3 Actuarial (gain) loss (b) (12) (17) Benefits paid (2) (5) Plan amendment — (65) Benefit obligation—end of year $ 38 $ 49 Changes in plan assets Fair value of plan assets—beginning of year $ 1 $ — Employer contributions 2 6 Benefits paid (2) (5) Fair value of plan assets—end of year $ 1 $ 1 Net benefit liability $ (37) $ (48) (a) The gain reflected in the changes in the pension benefit obligation for the year ended December 31, 2022 was primarily due to the increase in the discount rate from 2.79% to 5.19% and other valuation assumption changes. (b) The gain reflected in the changes in the postretirement benefit obligation for the year ended December 31, 2022 was primarily due to the increase in the discount rate from 2.75% to 5.20%. The following table sets for the details of our obligations and assets related to our defined benefit pension plans for the years ended December 31: 2022 2021 (in millions) Projected benefit obligation $ 30 $ 44 Accumulated benefit obligation $ 27 $ 39 Fair value of plan assets $ 32 $ 29 Components of Net Periodic Benefit Cost We record the service cost component of net periodic pension cost with other employee compensation and all other components, including settlement costs, are reported as other non-operating income (expenses), net on our consolidated statements of operations. The following table set forth the components of our net periodic pension and postretirement benefit costs (in millions): Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 Pension Net periodic benefit costs Service cost—benefits earned during the period $ 1 $ 1 $ — $ 1 Interest cost on projected benefit obligation 1 1 — 1 Expected return on plan assets (1) (1) — (1) Amortization of net actuarial loss — — — 1 Settlement costs — — — 1 Net periodic benefit costs $ 1 $ 1 $ — $ 3 Postretirement Net periodic benefit costs Service cost—benefits earned during the period $ 2 $ 4 $ 1 $ 4 Interest cost on projected benefit obligation 1 3 — 3 Amortization of prior service cost credit (5) (1) — — Amortization of net actuarial gain/loss — — — — Settlement costs — — — 1 Net periodic benefit costs $ (2) $ 6 $ 1 $ 8 Components of accumulated other comprehensive income (loss) (AOCI) are presented net of tax. The following table presents the changes in plan assets and benefit obligations recognized in other comprehensive (loss) income attributable to common stock (in millions): Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 Pension Net actuarial gain (loss) $ 4 $ (1) $ (1) $ (1) Settlement costs — — — 1 Amortization of net actuarial gain/loss — — — 1 Total $ 4 $ (1) $ (1) $ 1 Postretirement Net actuarial gain (loss) $ 9 $ 17 $ (7) $ (2) Net prior service credit — 65 — — Settlement costs — — — 1 Amortization of prior service cost credit (4) (1) — — Total $ 5 $ 81 $ (7) $ (1) Settlement costs related to our pension and postretirement plans in the Predecessor period of 2020 were associated with early retirements. The following tables sets forth the valuation assumptions, on a weighted-average basis, used to determine our benefit obligations and net periodic benefit cost: Year ended December 31, Year ended December 31, 2022 2021 Pension Benefit Obligation Assumptions Discount rate 5.19 % 2.79 % Rate of compensation increase 4.00 % 4.00 % Net Periodic Benefit Cost Assumptions Discount rate 2.79 % 2.42 % Assumed long-term rate of return on assets 5.50 % 6.25 % Rate of compensation increase 4.00 % 4.00 % 2022 October 1, 2021 - December 31, 2021 January 1, 2021 - September 30, 2021 Postretirement (a) Benefit Obligation Assumptions Discount rate 5.20 % 2.75 % 2.69 % Net Periodic Benefit Cost Assumptions Discount rate 2.75 % 2.69 % 2.92 % (a) Our plan design change on September 30, 2021 resulted in a remeasurement of our postretirement benefit obligations. For pension plans and postretirement benefit plans that we or our subsidiaries sponsor, we based the discount rate on the FTSE Above Median yield curve in 2022 and the Aon AA Above Median yield curve in 2021. The weighted-average rate of increase in future compensation levels is consistent with our past and anticipated future compensation increases for employees participating in pension plans that determine benefits using compensation. The assumed long-term rate of return on assets is estimated with regard to current market factors but within the context of historical returns for the asset mix that exists at year end. In 2022 and 2021, we used the Society of Actuaries Pri-2012 mortality assumptions reflecting the MP-2021 scale which plan sponsors in the U.S. use in the actuarial valuations that determine a plan sponsor’s pension and postretirement obligations. The postretirement benefit obligation was determined by application of the terms of medical and dental benefits, including the effect of established maximums on covered costs, together with relevant actuarial assumptions and healthcare cost trend rates projected at an assumed U.S. Consumer Price Index (CPI) increase of 2.52% and 2.57% as of December 31, 2022 and 2021, respectively. Under the terms of our postretirement plans, participants other than certain union employees pay for all medical cost increases in excess of increases in the CPI. For those union employees, we projected that, as of December 31, 2022, health care cost trend rates would be 7.00% in 2023 decreasing until they reach 4.50% in 2033 and remain at 4.50% thereafter. For those union employees, we projected that, as of December 31, 2021, health care cost trend rates would be 6.00% in 2022 decreasing until they reach 4.50% in 2029 and remain at 4.50% thereafter. The actuarial assumptions used could change in the near term as a result of changes in expected future trends and other factors that, depending on the nature of the changes, could cause increases or decreases in the plan assets and liabilities. Fair Value of Plan Assets We employ a total return investment approach that uses a diversified blend of equity and fixed-income investments to optimize the long-term return of plan assets at a prudent level of risk. Equity investments were diversified across U.S. and non-U.S. stocks, as well as differing styles and market capitalizations. Other asset classes, such as private equity and real estate, may have been used with the goals of enhancing long-term returns and improving portfolio diversification. In 2022 and 2021, the target allocation of plan assets was 50% and 65% equity securities and 50% and 35% debt securities, respectively. Investment performance was measured and monitored on an ongoing basis through quarterly investment portfolio and manager guideline compliance reviews, annual liability measurements and periodic studies. Our postretirement benefit plan assets of $1 million are invested in mutual funds (Level 1 on the fair value hierarchy) with target allocations of 40% equities and 60% debt securities. The fair values of our pension plan assets by asset category are as follows: Fair Value Measurements at Level 1 Level 2 Level 3 Total Asset Class (in millions) Comingled funds Bonds — 17 — 17 Commodities — 1 — 1 U.S. equity — 4 — 4 International equity — 10 — 10 Total pension plan assets $ — $ 32 $ — $ 32 Fair Value Measurements at Level 1 Level 2 Level 3 Total Asset Class (in millions) Cash equivalents $ 5 $ — $ — $ 5 Commingled funds Fixed income — 2 — 2 U.S. equity — 3 — 3 International equity — 2 — 2 Mutual funds Bond funds 5 — — 5 Value funds 2 — — 2 Growth funds 5 — — 5 Guaranteed deposit account — — 5 5 Total pension plan assets $ 17 $ 7 $ 5 $ 29 Expected Contributions and Benefit Payments In 2023, we do not expect to contribute to our pension plans and expect to contribute $5 million to our postretirement benefit plan. Estimated future undiscounted benefit payments by the plans, which reflect expected future service, as appropriate, are as follows: Pension Postretirement For the years ended December 31, (in millions) 2023 $ 7 $ 5 2024 $ 2 $ 4 2025 $ 2 $ 4 2026 $ 2 $ 3 2027 $ 2 $ 3 2028 to 2032 Payouts $ 10 $ 12 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Revenue from customers is recognized when obligations under the terms of a contract are satisfied. See Note 1 Nature of Business, Summary of Significant Accounting Policies and Other for disaggregated revenue by commodity type. Commodity Sales Contracts We consider our performance obligations to be satisfied upon delivery (and transfer of control) of the commodity. In certain instances, transportation and processing fees are incurred by us prior to delivery to customers. We record these transportation and processing fees as transportation costs on our consolidated statements of operations. Our contracts with customers are generally less than a year and based on index prices. We recognize revenue in the amount that we expect to receive 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 the month of delivery. Electricity The electrical output of our Elk Hills power plant that is not used in our operations is sold to the wholesale power market and a utility under a power purchase and sales agreement (PPA) through December 2023, which includes a monthly capacity payment plus a variable payment based on the quantity of power purchased each month. Revenue is recognized when obligations under the terms of a contract are satisfied; generally, this occurs upon delivery of the electricity. Revenue is measured as the amount of consideration we expect to receive based on the average index or California Independent System Operator (CAISO) market pricing with payment due the month following delivery. Payments under our PPA 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. Sales of Purchased Natural Gas |
CHAPTER 11 PROCEEDINGS
CHAPTER 11 PROCEEDINGS | 12 Months Ended |
Dec. 31, 2022 | |
Plan of Reorganization [Abstract] | |
CHAPTER 11 PROCEEDINGS | CHAPTER 11 PROCEEDINGS The commencement of the Chapter 11 Cases, as described in Note 1 Nature of Business, Summary of Significant Accounting Policies and Other , constituted an event of default that accelerated our obligations under the following agreements: (i) Credit Agreement, dated as of September 24, 2014, among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders that are party thereto (2014 Revolving Credit Facility), (ii) Credit Agreement, dated as of August 12, 2016, among The Bank of New York Mellon Trust Company, N.A., as collateral and administrative agent, and the lenders that are party thereto (2016 Credit Agreement), (iii) Credit Agreement, dated as of November 17, 2017, among The Bank of America Mellon Trust Company, N.A., as administrative agent, and the lenders that are party thereto (2017 Credit Agreement), and (iv) the indentures governing our 8% Senior Secured Second Lien Notes due 2022 (Second Lien Notes), 5.5% Senior Notes due 2021 (2021 Notes) and 6% Senior Notes due 2024 (2024 Notes). This resulted in the automatic and immediate acceleration of all of our outstanding pre-petition long-term debt. Any efforts to enforce payment obligations related to the acceleration of our long-term debt were automatically stayed by the commencement of our Chapter 11 Cases, and the creditors’ rights of enforcement were subject to the applicable provisions of the Bankruptcy Code. Upon the Effective Date, the balances of the 2016 Credit Agreement, 2017 Credit Agreement, Second Lien Notes, 2021 Notes and 2024 Notes were cancelled pursuant to the terms of the Plan, resulting in a gain of approximately $4 billion included in "Reorganization items, net" on our consolidated statement of operations for the period ended October 31, 2020. Our 2014 Revolving Credit Facility was repaid in full with proceeds from our debtor-in-possession facilities described below and terminated. Debtor-in-Possession Credit Agreements On July 23, 2020, we entered into a Senior Secured Superpriority DIP Credit Agreement with JP Morgan, as administrative agent, and certain other lenders (Senior DIP Credit Agreement), which provided for the senior DIP facility in an aggregate principal amount of up to $483 million (Senior DIP Facility). The Senior DIP Facility included a $250 million revolving facility which was primarily used by us to (i) fund working capital needs, capital expenditures and additional letters of credit during the pendency of the Chapter 11 Cases and (ii) pay certain costs, fees and expenses related to the Chapter 11 Cases and the Senior DIP Facility. Following a hearing, the Bankruptcy Court entered a final order on August 14, 2020, which approved the Senior DIP Facility on a final basis. The Senior DIP Facility also included (i) a $150 million letter of credit facility which was used to redeem letters of credit outstanding under the 2014 Revolving Credit Facility as issued under the Senior DIP Facility, and (ii) $83 million of term loan borrowings which were used to repay a portion of the 2014 Revolving Credit Facility. The Senior DIP Facility allowed for the issuance of an additional $35 million of letters of credit. On July 23, 2020, we entered into a Junior Secured Superpriority DIP Credit Agreement with Alter Domus, as administrative agent, and certain lenders (Junior DIP Credit Agreement), which provided for a junior DIP facility in an aggregate principal amount of $650 million (Junior DIP Facility and together with the Senior DIP Facility, the DIP Facilities). The proceeds of the Junior DIP Facility were used to (i) refinance in full all remaining obligations under the 2014 Revolving Credit Facility and (ii) pay certain costs, fees and expenses related to the Chapter 11 Cases and the Junior DIP Facility. The Senior DIP Credit Agreement and Junior DIP Credit Agreement both contained representations, warranties, covenants and events of default that are customary for DIP facilities of their type, including certain milestones applicable to the Chapter 11 Cases, compliance with an agreed budget, hedging on not less than 25% of our share of expected crude oil production for a specified period, and other customary limitations on additional indebtedness, liens, asset dispositions, investments, restricted payments and other negative covenants, in each case subject to exceptions. Borrowings under the Senior DIP Facility bore interest at the London interbank offered rate (LIBOR) plus 4.5% for LIBOR loans and the alternative base rate (ABR) plus 3.5% for alternative base rate loans. We also agreed to pay an upfront fee equal to 1.0% on the commitment amount of the Senior DIP Facility and quarterly commitment fees of 0.5% on the undrawn portion of the Senior DIP Facility. Borrowings under the Junior DIP Facility bore interest at a rate of LIBOR plus 9.0% for LIBOR loans and ABR plus 8.0% for alternate base rate loans. We also agreed to pay an upfront fee equal to 1.0% of the commitment amount funded on the closing date and a fronting fee to a fronting lender. Certain of our subsidiaries, including each of the debtors in the Chapter 11 Cases, guaranteed all obligations under the Senior DIP Credit Agreement and Junior DIP Credit Agreement. We also granted liens on substantially all of our assets, whether now owned or hereafter acquired to secure the obligations under the Senior DIP Credit Agreement and Junior DIP Credit Agreement. The Senior DIP Facility was repaid in full and terminated on the Effective Date using proceeds borrowed under our new Revolving Credit Facility discussed in Note 4 Debt . The Junior DIP Facility was also repaid in full and terminated on the Effective Date using (i) $200 million from the Second Lien Term Loan discussed in Note 4 Debt and (ii) $450 million from the Subscription Rights Offering discussed below. Ares JV Settlement Agreement and Noncontrolling Interest In February 2018, our wholly-owned subsidiary California Resources Elk Hills, LLC (CREH) entered into a midstream JV with ECR, a portfolio company of Ares, with respect to the Elk Hills power plant (a 550-megawatt natural gas fired power plant) and a 200 MMcf/day cryogenic gas processing plant. These assets were held by the joint venture entity, Elk Hills Power, LLC (Ares JV or Elk Hills Power), and each of CREH and ECR held an equity interest in this entity. Our consolidated statements of operations for the Predecessor reflect the operations of the Ares JV, with ECR's share of net income (loss) reported in net income attributable to noncontrolling interests. Distributions to ECR reduced the carrying amount of noncontrolling interests on our consolidated balance sheets and are reported as a financing cash outflow for the Predecessor on our consolidated statements of cashflows. ECR's redeemable noncontrolling interests were reported in mezzanine equity due to an embedded optional redemption feature. Prior to our Effective Date, we held 50% of the Class A common interest and 95.25% of the Class C common interest in the Ares JV. ECR held 50% of the Class A common interest, 100% of the Class B preferred interest and 4.75% of the Class C common interest. The Ares JV was required to distribute each month its excess cash flow over its working capital requirements first to the Class B holders and then to the Class C common interests, on a pro-rata basis. We entered into a Settlement Agreement with ECR and Ares which, among other things, granted us the right (Conversion Right) to acquire all (but not less than all) of the equity interests of Elk Hills Power owned by ECR in exchange for the EHP Notes, 17.3 million shares of common stock and approximately $2 million in cash. The Conversion Right was exercised on the Effective Date. See Note 4 Debt for more information on the EHP Notes. Although certain provisions in the Settlement Agreement were not effective until certain conditions were met, such as the Bankruptcy Court entering a final order, we determined that the amended terms were substantively different such that the existing Class A common, Class B preferred and Class C common member interests held by ECR were treated as redeemed in exchange for new member interests issued at fair value in the third quarter of 2020. The estimated fair value of the new member interests was lower than the carrying value of the existing member interests by $138 million. In accordance with GAAP, the modification of noncontrolling interest was recorded to additional paid-in capital and was included in our earnings per share calculations. See Note 12 Earnings per Share for adjustments to net income (loss) attributable to common stock of the Predecessor which includes a modification of noncontrolling interest. We exercised the Conversion Right on the Effective Date and issued the EHP Notes in the aggregate principal amount of $300 million, new common stock comprising approximately 20.8% (subject to dilution) of our outstanding common stock at that time and approximately $2 million in cash (Conversion). Upon the Conversion, Elk Hills Power became our indirect wholly-owned subsidiary, and Ares and its affiliates ceased to have any direct or indirect interest in Elk Hills Power. In connection with the Conversion, Elk Hills Power’s limited liability company agreement was amended and restated. The following table presents the changes in noncontrolling interests for our consolidated joint ventures during the Predecessor period ended October 31, 2020, including both our BSP JV and Ares JV. Equity Attributable to Noncontrolling Interests Mezzanine Equity - Redeemable Noncontrolling Interest Ares JV BSP JV Total Ares JV Total (in millions) Balance, December 31, 2019 $ — $ 93 $ 93 $ 802 $ 802 Net income (loss) attributable to noncontrolling interests 3 10 13 94 94 Distributions to noncontrolling interest holders (3) (34) (37) (67) (67) Modification of noncontrolling interest — — — (138) (138) Acquisition of noncontrolling interest — — — (691) (691) Fair value adjustment of noncontrolling interest in fresh start accounting — 7 7 — — Balance, October 31, 2020 $ — $ 76 $ 76 $ — $ — In connection with the Conversion, on the Effective Date, we entered into a Sponsor Support Agreement dated the Effective Date (Support Agreement) pursuant to which, among other things, the parties agreed that Elk Hills Power will be our primary provider of electricity to, and will be the primary processor of our natural gas produced from, the Elk Hills field, which is consistent with our current practice. On the Effective Date, in connection with the Conversion, we terminated: (a) the Commercial Agreement, dated as of February 7, 2018, by and between Elk Hills Power and CREH and (b) the Master Services Agreement, dated as of February 7, 2018, by and between Elk Hills Power and CREH. Rights Offering and Backstop Pursuant to the Plan, we issued subscription rights to holders of our 2017 Credit Agreement, 2016 Credit Agreement, Second Lien Notes, 2021 Notes and 2024 Notes (Rights Offering). These subscription rights entitled holders to purchase up to $450 million of newly issued shares of common stock at $13 per share upon our emergence from bankruptcy. Certain holders of our pre-emergence indebtedness agreed to backstop the Rights Offering and purchase additional shares in the event the Rights Offering was not fully subscribed in exchange for a premium. The Rights Offering closed on the Effective Date and we issued 38.1 million shares of common stock pursuant to the Rights Offering at that time, including 3.5 million common shares issued to the backstop parties as a premium. Emergence The following transactions occurred on October 27, 2020, the effective date of the Plan, where we issued an aggregate of 83.3 million shares of new common stock, reserved 4.4 million shares for future issuance upon exercise of the warrants described in Note 11 Stockholders' Equity and reserved 9.3 million shares for future issuance under our management incentive plan described in Note 10 Stock-Based Compensation : • We acquired all of the member interests in the Ares JV held by ECR in exchange for the EHP Notes, 17.3 million shares of new common stock and approximately $2 million in cash; • Holders of secured claims under the 2017 Credit Agreement received 22.7 million shares of new common stock in exchange for those claims, and holders of deficiency claims under the 2017 Credit Agreement and all outstanding obligations under the 2016 Credit Agreement, Second Lien Notes, 2021 Notes and 2024 Notes received 4.4 million shares of new common stock in exchange for those claims; • In connection with the Subscription Rights and Backstop Commitment Agreement, 34.6 million shares of new common stock were issued in exchange for $446 million (net of a $4 million allocation adjustment credit paid to certain backstop parties), the gross proceeds of which were used to pay down our Junior DIP Facility; • We issued 3.5 million shares as consideration for the backstop commitment premium; and • We issued an aggregate of 821,000 shares to the lenders under our Junior DIP Facility as an exit fee. All existing equity interests of the Predecessor, including contracts on equity, were cancelled and their holders received no recovery. As a condition to our emergence, we repaid the outstanding balance of our debtor-in-possession financing with proceeds from our equity offering, Second Lien Term Loan and our new Revolving Credit Facility. For more information on our post-emergence indebtedness, see Note 4 Debt . On October 27, 2020, all but one of our existing directors resigned and seven new non-employee directors were appointed to our Board of Directors (Board) in connection with our emergence from bankruptcy. In addition, our former Chief Executive Officer and director Todd A. Stevens departed on December 31, 2020. Fresh Start Accounting We adopted fresh start accounting upon emergence from bankruptcy because (1) the holders of existing voting shares prior to emergence received less than 50% of our new voting shares following our emergence from bankruptcy and (2) the reorganization value of our assets immediately prior to the confirmation of the Plan was less than the post-petition liabilities and allowed claims, which were included in liabilities subject to compromise as of our emergence date. For financial reporting purposes, fresh start accounting was applied as of October 31, 2020, an accounting convenience date, to coincide with the timing our normal month-end close process. We evaluated and concluded that events between October 28, 2020 and October 31, 2020 were not significant and the use of an accounting convenience date was appropriate. Under fresh start accounting, the reorganization value of the emerging entity was assigned to individual assets and liabilities based on their estimated relative fair values. Reorganization value represents the fair value of our total assets prior to the consideration of liabilities and is intended to approximate the amount a willing buyer would pay for the assets immediately after a restructuring. The reorganization value was derived from our enterprise value, which was the estimated fair value of our long-term debt, asset retirement obligations and shareholder’s equity at emergence. In support of the Plan, our enterprise value was estimated and approved by the Bankruptcy Court to be in the range of $2.2 billion to $2.8 billion. This valuation analysis was prepared using reserve information, development schedules, other financial information and financial projections, and applying standard valuation techniques, including net asset value analysis, precedent transactions analyses and comparable public company analyses. We engaged third-party valuation advisors to assist in determining the value of our Elk Hills power plant, cryogenic gas processing plant, certain real estate and warrants. Using these valuations along with our own internal estimates and assumptions for the value of our proved oil and natural gas reserves, we estimated our enterprise value to be $2.5 billion for financial reporting purposes. The following is a summary of our valuation approaches and assumptions for significant non-current assets and liabilities, which excludes our working capital where our carrying value approximated fair value. Property, Plant and Equipment Our principal assets are our oil and natural gas properties. In valuing our proved oil and natural gas properties we used an income approach. Our estimated future revenue, operating costs and development plans were developed internally by our reserve engineers. We applied a discount rate using a market-participant weighted average cost of capital which utilized a blended expected cost of debt and expected returns on equity for similar industry participants. We used a risk-adjusted discount rate for our proved undeveloped locations only. We estimated futures prices to calculate future revenue, as reported on the ICE Brent for oil and NGLs and NYMEX Henry Hub for natural gas as of October 31, 2020, adjusted for pricing differentials and without giving effect to derivative transactions. Operating costs and realized prices for periods after the forward price curve becomes illiquid were adjusted for inflation. No value was ascribed to unproved locations. The fair value of our Elk Hills power plant, cryogenic gas processing facility (CGP-1) and commercial building in Bakersfield were estimated using a cost approach. The cost approach estimates fair value by considering the amount required to construct or purchase a new asset of equal utility at current prices, with adjustments for asset function, age, physical deterioration and obsolescence. We also considered the history of major capital expenditures. We internally valued our surface acreage based on recent market data. Right of Use Assets and Lease Liabilities The fair value of ROU assets and associated lease liabilities were measured at the present value of the remaining fixed minimum lease payments as if the leases were new leases at emergence. We used our incremental borrowing rate as the discount rate in determining the present value of the remaining lease payments. Based upon the corresponding lease term, our incremental borrowing rates ranged from 4% to 5%. Pension and Postretirement Benefit Plans The valuations of our pension liabilities and postretirement benefit obligations were performed by a third-party actuary. Valuation assumptions, including discount rates, expected future returns on plan assets, rates of future salary increases, rates of future increases in medical costs, turnover and mortality rates were developed in consultation with the third-party actuary based on current market conditions, current mortality rates and our expectation for future salary increases. Long-term Debt Obligations The fair value of our post-emergence long-term debt approximated carrying value based on the terms of the debt instruments and stated interest rates. Asset Retirement Obligations The fair value of our asset retirement obligations was estimated using a discounted cash flow approach for existing idle and currently producing wells and facilities. We estimated an average plugging and abandonment cost by field based on historical averages. We also factored in our testing plans related to idle well management and estimated failure rates to determine the timing of the cash flows. We utilized a credit adjusted risk free rate as our discount rate which was based on our credit rating and expected cost of borrowing at our emergence date. Our asset retirement obligations were reduced to our working interest share and factored in cost recovery related to our PSCs. Warrants The fair value of the warrants was estimated using a Black-Scholes model, a commonly used option pricing model. The Black-Scholes was used to estimate the fair value of our warrants with a stock price equal to book equity value per share, strike price, time to expiration, risk-free rate, equity volatility, which was based on a peer group of energy companies and dividend yield, which we estimated to be zero. Reorganization Value The following table summarizes our enterprise value upon emergence (in millions): Fair value of total equity upon emergence $ 1,345 Fair value of long-term debt 725 Fair value of asset retirement obligations 593 Less: Unrestricted cash (a) (163) Total Enterprise Value $ 2,500 (a) Includes $118 million of cash used to temporarily collateralize letters of credit at our emergence date. The following table reconciles our enterprise value to our reorganization value, or total asset value, upon emergence (in millions): Enterprise value $ 2,500 Add: Unrestricted cash (a) 163 Add: Current liabilities (b) 396 Add: Other long-term liabilities (b) 231 Less: Other (2) Reorganization value $ 3,288 (a) Includes $118 million of cash used to temporarily collateralize letters of credit. (b) Excludes asset retirement obligations of $50 million in current liabilities and $543 million in other long-term liabilities. Consolidated Balance Sheet The following consolidated balance sheet, with accompanying explanatory notes, illustrates the effects of the transactions contemplated by the Plan (Reorganization Adjustments) and fair value adjustments resulting from the adoption of fresh start accounting (Fresh Start Adjustments) as of October 31, 2020 (in millions): Predecessor Reorganization Adjustments Fresh Start Adjustments Successor CURRENT ASSETS Cash $ 106 $ 97 (1) $ — $ 203 Trade receivables 149 — — 149 Inventories 61 — — 61 Other current assets, net 104 (2) (2) — 102 Total current assets 420 95 — 515 PROPERTY, PLANT AND EQUIPMENT 22,918 — (20,236) (12) 2,682 Accumulated depreciation, depletion and amortization (18,588) — 18,588 (12) — Total property, plant and equipment, net 4,330 — (1,648) 2,682 OTHER ASSETS 77 18 (3) (4) (13) 91 TOTAL ASSETS $ 4,827 $ 113 $ (1,652) $ 3,288 Predecessor Reorganization Adjustments Fresh Start Adjustments Successor CURRENT LIABILITIES Debtor-in-possession financing 733 (733) (4) — — Accounts payable 215 — — 215 Accrued liabilities 233 (16) (5) 14 (14) 231 Total current liabilities 1,181 (749) 14 446 LONG-TERM DEBT, NET — 723 (6) — 723 OTHER LONG-TERM LIABILITIES 725 — 49 (15) 774 LIABILITIES SUBJECT TO COMPROMISE 4,516 (4,516) (7) — — MEZZANINE EQUITY Redeemable noncontrolling interests 691 (691) (8) — — EQUITY Predecessor preferred stock — — — — Predecessor common stock — — — — Predecessor additional paid-in capital 5,149 (5,149) (9) — — Successor preferred stock — — — Successor common stock — 1 (10) — 1 Successor additional paid-in capital — 1,253 (10) — 1,253 Successor warrants — 15 (10) — 15 Accumulated deficit (7,481) 9,226 (11) (1,745) (16) — Accumulated other comprehensive loss (23) — 23 (17) — Total equity attributable to common stock (2,355) 5,346 (1,722) 1,269 Equity attributable to noncontrolling interests 69 — 7 (18) 76 Total equity (2,286) 5,346 (1,715) 1,345 TOTAL LIABILITIES AND EQUITY $ 4,827 $ 113 $ (1,652) $ 3,288 Reorganization Adjustments (1) Net change in cash upon our emergence included the following transactions (in millions): Proceeds from Revolving Credit Facility $ 225 Proceeds from Subscription Rights and Backstop Commitment, net 446 Proceeds from Second Lien Term Loan 200 Repayment of debtor-in-possession facilities (733) Payment of legal, professional and other fees (15) Debt issuance costs for the Revolving Credit Facility (18) Debt issuance costs for the Second Lien Term Loan (2) Acquisition of noncontrolling interest as part of the Settlement Agreement (2) Distribution to noncontrolling interest holder (3) Payment of accrued interest and bank fees (1) Net change $ 97 Our cash balance of $203 million at October 31, 2020 included $158 million of restricted cash, of which $118 million was used to temporarily collateralize letters of credit, $22 million was held for distributions to a JV partner and $18 million was reserved for legal and professional fees related to our Chapter 11 Cases. (2) Represents the write-off of unamortized insurance premiums for our directors and officers policy, which was cancelled as a result of changing the composition of our Board of Directors. (3) Represents the capitalization of debt issuance costs for our Revolving Credit Facility. (4) Represents the payoff of $733 million of debtor-in-possession financing including $83 million of borrowings that were outstanding under our Senior DIP Facility and $650 million of borrowings that were outstanding under our Junior DIP Facility. Refer to Note 15 Chapter 11 Proceedings for more information on our debtor-in-possession credit agreements. (5) Reflects the payment of $15 million for legal, professional and other fees related to our bankruptcy proceedings upon emergence and $1 million for accrued interest and bank fees. (6) Our exit financing at emergence included the following: October 31, 2020 ($ in millions) Revolving Credit Facility $ 225 Second Lien Term Loan 200 EHP Notes 300 Long-term debt (principal amount) $ 725 Debt issuance costs (2) Total long-term debt, net $ 723 For additional information on our Successor debt, refer to Note 4 Debt . (7) Our liabilities subject to compromise at emergence included the following (in millions): Long-term debt (principal amount): 2017 Credit Agreement $ 1,300 2016 Credit Agreement 1,000 Second Lien Notes 1,808 2021 Notes 100 2024 Notes 144 Accrued interest 164 Total liabilities subject to compromise $ 4,516 (8) Represents the acquisition of the noncontrolling interest in our Ares JV. In accordance with the Settlement Agreement, we exercised a conversion right upon our emergence from bankruptcy, allowing us to acquire all (but not less than all) of the equity interests in the Ares JV held by ECR in exchange for the EHP Notes, 17.3 million shares of common stock and approximately $2 million in cash. (9) Represents the elimination of Predecessor additional paid-in capital. (10) Represents the fair value of 83.3 million shares of Successor common stock and Warrants issued in accordance with the Plan as follows (in millions): Par value $ 1 Additional paid-in capital 1,253 Warrants 15 Total $ 1,269 (11) Represents the decrease in accumulated deficit resulting from reorganization adjustments and the reclassification from Predecessor additional paid-in capital. Fresh Start Adjustments (12) Represents fair value adjustments to property, plant and equipment (PP&E), including the elimination of Predecessor accumulated depreciation, depletion and amortization. The fair value of our PP&E at emergence consisted of the following: Proved oil and natural gas properties $ 2,409 Facilities and other 273 Total PP&E $ 2,682 (13) Represents an adjustment to our right of use assets as if our lease agreements were new leases on our emergence date. (14) Represents a $20 million fair value adjustment to the current portion of asset retirement obligations partially offset by a $5 million decrease in our liability for self-insured medical. Also included are fair value adjustments for our postretirement benefits and a remeasurement of the current portion of our lease liability. (15) Represents a $36 million fair value adjustment related to the long-term portion of asset retirement obligations and $8 million related to environmental and other abandonment obligations. The adjustment also includes $5 million related to remeasuring our long-term lease liability as if our contracts were new leases. (16) Represents the elimination of Predecessor accumulated deficit. (17) Represents the elimination of Predecessor accumulated other comprehensive loss. (18) Represents a fair value adjustment of the noncontrolling interest in the BSP JV based on discounted expected future cash flows. |
FRESH START ACCOUNTING
FRESH START ACCOUNTING | 12 Months Ended |
Dec. 31, 2022 | |
Reorganizations [Abstract] | |
FRESH START ACCOUNTING | CHAPTER 11 PROCEEDINGS The commencement of the Chapter 11 Cases, as described in Note 1 Nature of Business, Summary of Significant Accounting Policies and Other , constituted an event of default that accelerated our obligations under the following agreements: (i) Credit Agreement, dated as of September 24, 2014, among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders that are party thereto (2014 Revolving Credit Facility), (ii) Credit Agreement, dated as of August 12, 2016, among The Bank of New York Mellon Trust Company, N.A., as collateral and administrative agent, and the lenders that are party thereto (2016 Credit Agreement), (iii) Credit Agreement, dated as of November 17, 2017, among The Bank of America Mellon Trust Company, N.A., as administrative agent, and the lenders that are party thereto (2017 Credit Agreement), and (iv) the indentures governing our 8% Senior Secured Second Lien Notes due 2022 (Second Lien Notes), 5.5% Senior Notes due 2021 (2021 Notes) and 6% Senior Notes due 2024 (2024 Notes). This resulted in the automatic and immediate acceleration of all of our outstanding pre-petition long-term debt. Any efforts to enforce payment obligations related to the acceleration of our long-term debt were automatically stayed by the commencement of our Chapter 11 Cases, and the creditors’ rights of enforcement were subject to the applicable provisions of the Bankruptcy Code. Upon the Effective Date, the balances of the 2016 Credit Agreement, 2017 Credit Agreement, Second Lien Notes, 2021 Notes and 2024 Notes were cancelled pursuant to the terms of the Plan, resulting in a gain of approximately $4 billion included in "Reorganization items, net" on our consolidated statement of operations for the period ended October 31, 2020. Our 2014 Revolving Credit Facility was repaid in full with proceeds from our debtor-in-possession facilities described below and terminated. Debtor-in-Possession Credit Agreements On July 23, 2020, we entered into a Senior Secured Superpriority DIP Credit Agreement with JP Morgan, as administrative agent, and certain other lenders (Senior DIP Credit Agreement), which provided for the senior DIP facility in an aggregate principal amount of up to $483 million (Senior DIP Facility). The Senior DIP Facility included a $250 million revolving facility which was primarily used by us to (i) fund working capital needs, capital expenditures and additional letters of credit during the pendency of the Chapter 11 Cases and (ii) pay certain costs, fees and expenses related to the Chapter 11 Cases and the Senior DIP Facility. Following a hearing, the Bankruptcy Court entered a final order on August 14, 2020, which approved the Senior DIP Facility on a final basis. The Senior DIP Facility also included (i) a $150 million letter of credit facility which was used to redeem letters of credit outstanding under the 2014 Revolving Credit Facility as issued under the Senior DIP Facility, and (ii) $83 million of term loan borrowings which were used to repay a portion of the 2014 Revolving Credit Facility. The Senior DIP Facility allowed for the issuance of an additional $35 million of letters of credit. On July 23, 2020, we entered into a Junior Secured Superpriority DIP Credit Agreement with Alter Domus, as administrative agent, and certain lenders (Junior DIP Credit Agreement), which provided for a junior DIP facility in an aggregate principal amount of $650 million (Junior DIP Facility and together with the Senior DIP Facility, the DIP Facilities). The proceeds of the Junior DIP Facility were used to (i) refinance in full all remaining obligations under the 2014 Revolving Credit Facility and (ii) pay certain costs, fees and expenses related to the Chapter 11 Cases and the Junior DIP Facility. The Senior DIP Credit Agreement and Junior DIP Credit Agreement both contained representations, warranties, covenants and events of default that are customary for DIP facilities of their type, including certain milestones applicable to the Chapter 11 Cases, compliance with an agreed budget, hedging on not less than 25% of our share of expected crude oil production for a specified period, and other customary limitations on additional indebtedness, liens, asset dispositions, investments, restricted payments and other negative covenants, in each case subject to exceptions. Borrowings under the Senior DIP Facility bore interest at the London interbank offered rate (LIBOR) plus 4.5% for LIBOR loans and the alternative base rate (ABR) plus 3.5% for alternative base rate loans. We also agreed to pay an upfront fee equal to 1.0% on the commitment amount of the Senior DIP Facility and quarterly commitment fees of 0.5% on the undrawn portion of the Senior DIP Facility. Borrowings under the Junior DIP Facility bore interest at a rate of LIBOR plus 9.0% for LIBOR loans and ABR plus 8.0% for alternate base rate loans. We also agreed to pay an upfront fee equal to 1.0% of the commitment amount funded on the closing date and a fronting fee to a fronting lender. Certain of our subsidiaries, including each of the debtors in the Chapter 11 Cases, guaranteed all obligations under the Senior DIP Credit Agreement and Junior DIP Credit Agreement. We also granted liens on substantially all of our assets, whether now owned or hereafter acquired to secure the obligations under the Senior DIP Credit Agreement and Junior DIP Credit Agreement. The Senior DIP Facility was repaid in full and terminated on the Effective Date using proceeds borrowed under our new Revolving Credit Facility discussed in Note 4 Debt . The Junior DIP Facility was also repaid in full and terminated on the Effective Date using (i) $200 million from the Second Lien Term Loan discussed in Note 4 Debt and (ii) $450 million from the Subscription Rights Offering discussed below. Ares JV Settlement Agreement and Noncontrolling Interest In February 2018, our wholly-owned subsidiary California Resources Elk Hills, LLC (CREH) entered into a midstream JV with ECR, a portfolio company of Ares, with respect to the Elk Hills power plant (a 550-megawatt natural gas fired power plant) and a 200 MMcf/day cryogenic gas processing plant. These assets were held by the joint venture entity, Elk Hills Power, LLC (Ares JV or Elk Hills Power), and each of CREH and ECR held an equity interest in this entity. Our consolidated statements of operations for the Predecessor reflect the operations of the Ares JV, with ECR's share of net income (loss) reported in net income attributable to noncontrolling interests. Distributions to ECR reduced the carrying amount of noncontrolling interests on our consolidated balance sheets and are reported as a financing cash outflow for the Predecessor on our consolidated statements of cashflows. ECR's redeemable noncontrolling interests were reported in mezzanine equity due to an embedded optional redemption feature. Prior to our Effective Date, we held 50% of the Class A common interest and 95.25% of the Class C common interest in the Ares JV. ECR held 50% of the Class A common interest, 100% of the Class B preferred interest and 4.75% of the Class C common interest. The Ares JV was required to distribute each month its excess cash flow over its working capital requirements first to the Class B holders and then to the Class C common interests, on a pro-rata basis. We entered into a Settlement Agreement with ECR and Ares which, among other things, granted us the right (Conversion Right) to acquire all (but not less than all) of the equity interests of Elk Hills Power owned by ECR in exchange for the EHP Notes, 17.3 million shares of common stock and approximately $2 million in cash. The Conversion Right was exercised on the Effective Date. See Note 4 Debt for more information on the EHP Notes. Although certain provisions in the Settlement Agreement were not effective until certain conditions were met, such as the Bankruptcy Court entering a final order, we determined that the amended terms were substantively different such that the existing Class A common, Class B preferred and Class C common member interests held by ECR were treated as redeemed in exchange for new member interests issued at fair value in the third quarter of 2020. The estimated fair value of the new member interests was lower than the carrying value of the existing member interests by $138 million. In accordance with GAAP, the modification of noncontrolling interest was recorded to additional paid-in capital and was included in our earnings per share calculations. See Note 12 Earnings per Share for adjustments to net income (loss) attributable to common stock of the Predecessor which includes a modification of noncontrolling interest. We exercised the Conversion Right on the Effective Date and issued the EHP Notes in the aggregate principal amount of $300 million, new common stock comprising approximately 20.8% (subject to dilution) of our outstanding common stock at that time and approximately $2 million in cash (Conversion). Upon the Conversion, Elk Hills Power became our indirect wholly-owned subsidiary, and Ares and its affiliates ceased to have any direct or indirect interest in Elk Hills Power. In connection with the Conversion, Elk Hills Power’s limited liability company agreement was amended and restated. The following table presents the changes in noncontrolling interests for our consolidated joint ventures during the Predecessor period ended October 31, 2020, including both our BSP JV and Ares JV. Equity Attributable to Noncontrolling Interests Mezzanine Equity - Redeemable Noncontrolling Interest Ares JV BSP JV Total Ares JV Total (in millions) Balance, December 31, 2019 $ — $ 93 $ 93 $ 802 $ 802 Net income (loss) attributable to noncontrolling interests 3 10 13 94 94 Distributions to noncontrolling interest holders (3) (34) (37) (67) (67) Modification of noncontrolling interest — — — (138) (138) Acquisition of noncontrolling interest — — — (691) (691) Fair value adjustment of noncontrolling interest in fresh start accounting — 7 7 — — Balance, October 31, 2020 $ — $ 76 $ 76 $ — $ — In connection with the Conversion, on the Effective Date, we entered into a Sponsor Support Agreement dated the Effective Date (Support Agreement) pursuant to which, among other things, the parties agreed that Elk Hills Power will be our primary provider of electricity to, and will be the primary processor of our natural gas produced from, the Elk Hills field, which is consistent with our current practice. On the Effective Date, in connection with the Conversion, we terminated: (a) the Commercial Agreement, dated as of February 7, 2018, by and between Elk Hills Power and CREH and (b) the Master Services Agreement, dated as of February 7, 2018, by and between Elk Hills Power and CREH. Rights Offering and Backstop Pursuant to the Plan, we issued subscription rights to holders of our 2017 Credit Agreement, 2016 Credit Agreement, Second Lien Notes, 2021 Notes and 2024 Notes (Rights Offering). These subscription rights entitled holders to purchase up to $450 million of newly issued shares of common stock at $13 per share upon our emergence from bankruptcy. Certain holders of our pre-emergence indebtedness agreed to backstop the Rights Offering and purchase additional shares in the event the Rights Offering was not fully subscribed in exchange for a premium. The Rights Offering closed on the Effective Date and we issued 38.1 million shares of common stock pursuant to the Rights Offering at that time, including 3.5 million common shares issued to the backstop parties as a premium. Emergence The following transactions occurred on October 27, 2020, the effective date of the Plan, where we issued an aggregate of 83.3 million shares of new common stock, reserved 4.4 million shares for future issuance upon exercise of the warrants described in Note 11 Stockholders' Equity and reserved 9.3 million shares for future issuance under our management incentive plan described in Note 10 Stock-Based Compensation : • We acquired all of the member interests in the Ares JV held by ECR in exchange for the EHP Notes, 17.3 million shares of new common stock and approximately $2 million in cash; • Holders of secured claims under the 2017 Credit Agreement received 22.7 million shares of new common stock in exchange for those claims, and holders of deficiency claims under the 2017 Credit Agreement and all outstanding obligations under the 2016 Credit Agreement, Second Lien Notes, 2021 Notes and 2024 Notes received 4.4 million shares of new common stock in exchange for those claims; • In connection with the Subscription Rights and Backstop Commitment Agreement, 34.6 million shares of new common stock were issued in exchange for $446 million (net of a $4 million allocation adjustment credit paid to certain backstop parties), the gross proceeds of which were used to pay down our Junior DIP Facility; • We issued 3.5 million shares as consideration for the backstop commitment premium; and • We issued an aggregate of 821,000 shares to the lenders under our Junior DIP Facility as an exit fee. All existing equity interests of the Predecessor, including contracts on equity, were cancelled and their holders received no recovery. As a condition to our emergence, we repaid the outstanding balance of our debtor-in-possession financing with proceeds from our equity offering, Second Lien Term Loan and our new Revolving Credit Facility. For more information on our post-emergence indebtedness, see Note 4 Debt . On October 27, 2020, all but one of our existing directors resigned and seven new non-employee directors were appointed to our Board of Directors (Board) in connection with our emergence from bankruptcy. In addition, our former Chief Executive Officer and director Todd A. Stevens departed on December 31, 2020. Fresh Start Accounting We adopted fresh start accounting upon emergence from bankruptcy because (1) the holders of existing voting shares prior to emergence received less than 50% of our new voting shares following our emergence from bankruptcy and (2) the reorganization value of our assets immediately prior to the confirmation of the Plan was less than the post-petition liabilities and allowed claims, which were included in liabilities subject to compromise as of our emergence date. For financial reporting purposes, fresh start accounting was applied as of October 31, 2020, an accounting convenience date, to coincide with the timing our normal month-end close process. We evaluated and concluded that events between October 28, 2020 and October 31, 2020 were not significant and the use of an accounting convenience date was appropriate. Under fresh start accounting, the reorganization value of the emerging entity was assigned to individual assets and liabilities based on their estimated relative fair values. Reorganization value represents the fair value of our total assets prior to the consideration of liabilities and is intended to approximate the amount a willing buyer would pay for the assets immediately after a restructuring. The reorganization value was derived from our enterprise value, which was the estimated fair value of our long-term debt, asset retirement obligations and shareholder’s equity at emergence. In support of the Plan, our enterprise value was estimated and approved by the Bankruptcy Court to be in the range of $2.2 billion to $2.8 billion. This valuation analysis was prepared using reserve information, development schedules, other financial information and financial projections, and applying standard valuation techniques, including net asset value analysis, precedent transactions analyses and comparable public company analyses. We engaged third-party valuation advisors to assist in determining the value of our Elk Hills power plant, cryogenic gas processing plant, certain real estate and warrants. Using these valuations along with our own internal estimates and assumptions for the value of our proved oil and natural gas reserves, we estimated our enterprise value to be $2.5 billion for financial reporting purposes. The following is a summary of our valuation approaches and assumptions for significant non-current assets and liabilities, which excludes our working capital where our carrying value approximated fair value. Property, Plant and Equipment Our principal assets are our oil and natural gas properties. In valuing our proved oil and natural gas properties we used an income approach. Our estimated future revenue, operating costs and development plans were developed internally by our reserve engineers. We applied a discount rate using a market-participant weighted average cost of capital which utilized a blended expected cost of debt and expected returns on equity for similar industry participants. We used a risk-adjusted discount rate for our proved undeveloped locations only. We estimated futures prices to calculate future revenue, as reported on the ICE Brent for oil and NGLs and NYMEX Henry Hub for natural gas as of October 31, 2020, adjusted for pricing differentials and without giving effect to derivative transactions. Operating costs and realized prices for periods after the forward price curve becomes illiquid were adjusted for inflation. No value was ascribed to unproved locations. The fair value of our Elk Hills power plant, cryogenic gas processing facility (CGP-1) and commercial building in Bakersfield were estimated using a cost approach. The cost approach estimates fair value by considering the amount required to construct or purchase a new asset of equal utility at current prices, with adjustments for asset function, age, physical deterioration and obsolescence. We also considered the history of major capital expenditures. We internally valued our surface acreage based on recent market data. Right of Use Assets and Lease Liabilities The fair value of ROU assets and associated lease liabilities were measured at the present value of the remaining fixed minimum lease payments as if the leases were new leases at emergence. We used our incremental borrowing rate as the discount rate in determining the present value of the remaining lease payments. Based upon the corresponding lease term, our incremental borrowing rates ranged from 4% to 5%. Pension and Postretirement Benefit Plans The valuations of our pension liabilities and postretirement benefit obligations were performed by a third-party actuary. Valuation assumptions, including discount rates, expected future returns on plan assets, rates of future salary increases, rates of future increases in medical costs, turnover and mortality rates were developed in consultation with the third-party actuary based on current market conditions, current mortality rates and our expectation for future salary increases. Long-term Debt Obligations The fair value of our post-emergence long-term debt approximated carrying value based on the terms of the debt instruments and stated interest rates. Asset Retirement Obligations The fair value of our asset retirement obligations was estimated using a discounted cash flow approach for existing idle and currently producing wells and facilities. We estimated an average plugging and abandonment cost by field based on historical averages. We also factored in our testing plans related to idle well management and estimated failure rates to determine the timing of the cash flows. We utilized a credit adjusted risk free rate as our discount rate which was based on our credit rating and expected cost of borrowing at our emergence date. Our asset retirement obligations were reduced to our working interest share and factored in cost recovery related to our PSCs. Warrants The fair value of the warrants was estimated using a Black-Scholes model, a commonly used option pricing model. The Black-Scholes was used to estimate the fair value of our warrants with a stock price equal to book equity value per share, strike price, time to expiration, risk-free rate, equity volatility, which was based on a peer group of energy companies and dividend yield, which we estimated to be zero. Reorganization Value The following table summarizes our enterprise value upon emergence (in millions): Fair value of total equity upon emergence $ 1,345 Fair value of long-term debt 725 Fair value of asset retirement obligations 593 Less: Unrestricted cash (a) (163) Total Enterprise Value $ 2,500 (a) Includes $118 million of cash used to temporarily collateralize letters of credit at our emergence date. The following table reconciles our enterprise value to our reorganization value, or total asset value, upon emergence (in millions): Enterprise value $ 2,500 Add: Unrestricted cash (a) 163 Add: Current liabilities (b) 396 Add: Other long-term liabilities (b) 231 Less: Other (2) Reorganization value $ 3,288 (a) Includes $118 million of cash used to temporarily collateralize letters of credit. (b) Excludes asset retirement obligations of $50 million in current liabilities and $543 million in other long-term liabilities. Consolidated Balance Sheet The following consolidated balance sheet, with accompanying explanatory notes, illustrates the effects of the transactions contemplated by the Plan (Reorganization Adjustments) and fair value adjustments resulting from the adoption of fresh start accounting (Fresh Start Adjustments) as of October 31, 2020 (in millions): Predecessor Reorganization Adjustments Fresh Start Adjustments Successor CURRENT ASSETS Cash $ 106 $ 97 (1) $ — $ 203 Trade receivables 149 — — 149 Inventories 61 — — 61 Other current assets, net 104 (2) (2) — 102 Total current assets 420 95 — 515 PROPERTY, PLANT AND EQUIPMENT 22,918 — (20,236) (12) 2,682 Accumulated depreciation, depletion and amortization (18,588) — 18,588 (12) — Total property, plant and equipment, net 4,330 — (1,648) 2,682 OTHER ASSETS 77 18 (3) (4) (13) 91 TOTAL ASSETS $ 4,827 $ 113 $ (1,652) $ 3,288 Predecessor Reorganization Adjustments Fresh Start Adjustments Successor CURRENT LIABILITIES Debtor-in-possession financing 733 (733) (4) — — Accounts payable 215 — — 215 Accrued liabilities 233 (16) (5) 14 (14) 231 Total current liabilities 1,181 (749) 14 446 LONG-TERM DEBT, NET — 723 (6) — 723 OTHER LONG-TERM LIABILITIES 725 — 49 (15) 774 LIABILITIES SUBJECT TO COMPROMISE 4,516 (4,516) (7) — — MEZZANINE EQUITY Redeemable noncontrolling interests 691 (691) (8) — — EQUITY Predecessor preferred stock — — — — Predecessor common stock — — — — Predecessor additional paid-in capital 5,149 (5,149) (9) — — Successor preferred stock — — — Successor common stock — 1 (10) — 1 Successor additional paid-in capital — 1,253 (10) — 1,253 Successor warrants — 15 (10) — 15 Accumulated deficit (7,481) 9,226 (11) (1,745) (16) — Accumulated other comprehensive loss (23) — 23 (17) — Total equity attributable to common stock (2,355) 5,346 (1,722) 1,269 Equity attributable to noncontrolling interests 69 — 7 (18) 76 Total equity (2,286) 5,346 (1,715) 1,345 TOTAL LIABILITIES AND EQUITY $ 4,827 $ 113 $ (1,652) $ 3,288 Reorganization Adjustments (1) Net change in cash upon our emergence included the following transactions (in millions): Proceeds from Revolving Credit Facility $ 225 Proceeds from Subscription Rights and Backstop Commitment, net 446 Proceeds from Second Lien Term Loan 200 Repayment of debtor-in-possession facilities (733) Payment of legal, professional and other fees (15) Debt issuance costs for the Revolving Credit Facility (18) Debt issuance costs for the Second Lien Term Loan (2) Acquisition of noncontrolling interest as part of the Settlement Agreement (2) Distribution to noncontrolling interest holder (3) Payment of accrued interest and bank fees (1) Net change $ 97 Our cash balance of $203 million at October 31, 2020 included $158 million of restricted cash, of which $118 million was used to temporarily collateralize letters of credit, $22 million was held for distributions to a JV partner and $18 million was reserved for legal and professional fees related to our Chapter 11 Cases. (2) Represents the write-off of unamortized insurance premiums for our directors and officers policy, which was cancelled as a result of changing the composition of our Board of Directors. (3) Represents the capitalization of debt issuance costs for our Revolving Credit Facility. (4) Represents the payoff of $733 million of debtor-in-possession financing including $83 million of borrowings that were outstanding under our Senior DIP Facility and $650 million of borrowings that were outstanding under our Junior DIP Facility. Refer to Note 15 Chapter 11 Proceedings for more information on our debtor-in-possession credit agreements. (5) Reflects the payment of $15 million for legal, professional and other fees related to our bankruptcy proceedings upon emergence and $1 million for accrued interest and bank fees. (6) Our exit financing at emergence included the following: October 31, 2020 ($ in millions) Revolving Credit Facility $ 225 Second Lien Term Loan 200 EHP Notes 300 Long-term debt (principal amount) $ 725 Debt issuance costs (2) Total long-term debt, net $ 723 For additional information on our Successor debt, refer to Note 4 Debt . (7) Our liabilities subject to compromise at emergence included the following (in millions): Long-term debt (principal amount): 2017 Credit Agreement $ 1,300 2016 Credit Agreement 1,000 Second Lien Notes 1,808 2021 Notes 100 2024 Notes 144 Accrued interest 164 Total liabilities subject to compromise $ 4,516 (8) Represents the acquisition of the noncontrolling interest in our Ares JV. In accordance with the Settlement Agreement, we exercised a conversion right upon our emergence from bankruptcy, allowing us to acquire all (but not less than all) of the equity interests in the Ares JV held by ECR in exchange for the EHP Notes, 17.3 million shares of common stock and approximately $2 million in cash. (9) Represents the elimination of Predecessor additional paid-in capital. (10) Represents the fair value of 83.3 million shares of Successor common stock and Warrants issued in accordance with the Plan as follows (in millions): Par value $ 1 Additional paid-in capital 1,253 Warrants 15 Total $ 1,269 (11) Represents the decrease in accumulated deficit resulting from reorganization adjustments and the reclassification from Predecessor additional paid-in capital. Fresh Start Adjustments (12) Represents fair value adjustments to property, plant and equipment (PP&E), including the elimination of Predecessor accumulated depreciation, depletion and amortization. The fair value of our PP&E at emergence consisted of the following: Proved oil and natural gas properties $ 2,409 Facilities and other 273 Total PP&E $ 2,682 (13) Represents an adjustment to our right of use assets as if our lease agreements were new leases on our emergence date. (14) Represents a $20 million fair value adjustment to the current portion of asset retirement obligations partially offset by a $5 million decrease in our liability for self-insured medical. Also included are fair value adjustments for our postretirement benefits and a remeasurement of the current portion of our lease liability. (15) Represents a $36 million fair value adjustment related to the long-term portion of asset retirement obligations and $8 million related to environmental and other abandonment obligations. The adjustment also includes $5 million related to remeasuring our long-term lease liability as if our contracts were new leases. (16) Represents the elimination of Predecessor accumulated deficit. (17) Represents the elimination of Predecessor accumulated other comprehensive loss. (18) Represents a fair value adjustment of the noncontrolling interest in the BSP JV based on discounted expected future cash flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividends On February 23, 2023, our Board of Directors declared a cash dividend of $0.2825 per share of common stock. The dividend is payable to shareholders of record at the close of business on March 6, 2023 and is expected to be paid on March 16, 2023. Share Repurchase Program On February 23, 2023 our Board of Directors increased the Share Repurchase Program by $250 million to $1.1 billion and extended the program through June 30, 2024. Income Taxes In February 2023, the original tax treatment of the Lost Hills divestiture was amended. As a result, we are no longer limited on the realization of the tax loss and will release our $35 million valuation allowance in the first quarter of 2023. See Note 3 Divestitures and Acquisitions for more information on our Lost Hills divestiture and Note 9 Income Taxes for more information on our valuation allowance. Stock-Based Compensation two |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Balance at Beginning of Period Charged (Credited) to Costs and Expenses Charged (Credited) to Other Accounts Deductions Balance at End of Period (in millions) 2022 (Successor) Deferred tax valuation allowance $ — $ 35 $ — $ — $ 35 Other asset valuation allowance $ — $ 1 $ — $ — $ 1 2021 (Successor) Deferred tax valuation allowance $ 549 $ (526) $ (23) $ — $ — Other asset valuation allowance $ — $ — $ — $ — $ — November 1, 2020 - December 31, 2020 (Successor) Deferred tax valuation allowance $ 511 $ 35 $ 3 $ — $ 549 Other asset valuation allowance $ — $ — $ — $ — $ — January 1, 2020 - October 31, 2020 (Predecessor) Deferred tax valuation allowance $ 646 $ (571) $ 436 $ — $ 511 Other asset valuation allowance $ 22 $ (22) $ — $ — $ — |
NATURE OF BUSINESS, SUMMARY O_2
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | |
Basis of Presentation | Basis of Presentation We have prepared this report in accordance with United States (U.S.) generally accepted accounting principles (U.S. GAAP) and the rules and regulations of the U.S. Securities and Exchange Commission applicable to annual financial information. All financial information presented consists of our consolidated results of operations, financial position and cash flows. We have eliminated significant intercompany transactions and balances. We account for our share of oil and natural gas producing activities, 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 consolidated financial statements. We qualified for and adopted fresh start accounting upon emergence from Chapter 11 in October 2020 at which point we became a new entity for financial reporting purposes. We adopted an accounting convenience date of October 31, 2020 for the application of fresh start accounting. |
Use of Estimates | Use of Estimates The process of preparing financial statements in conformity with U.S. GAAP requires management to select appropriate accounting policies and make informed estimates and judgments regarding certain types of financial statement balances and disclosures. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements and judgments on expected outcomes as well as the materiality of transactions and balances. Changes in facts and circumstances or discovery of new information relating to such transactions and events may result in revised estimates and judgments. Further, actual results may differ from estimates upon settlement. Management believes that these estimates and judgments provide a reasonable basis for the fair presentation of our consolidated financial statements. |
Risks And Uncertainties | Risks and Uncertainties Our revenue, profitability and future growth or our oil and natural gas operations are substantially dependent upon prevailing and future prices for oil and natural gas, which can be volatile and dependent on factors beyond our control including global production inventories, available storage and transportation capacities, government regulation, the Russia-Ukraine conflict and economic conditions. The Coronavirus Disease 2019 (COVID-19) pandemic continues to create price volatility for oil and natural gas. The ongoing impacts from the Russia-Ukraine conflict and COVID-19 on our financial position, results of operations and cash flows will depend on uncertain factors, including future developments that are beyond our control. We are in the early stages of developing a carbon capture and sequestration business which is subject to risks as an emerging industry. We operate exclusively in California which is a highly regulated environment. |
Concentration of Customers | Concentration of Customers We sell crude oil, natural gas and NGLs to marketers, California refineries and other customers that have access to transportation and storage facilities. In light of the ongoing energy deficit in California and strong demand for native crude oil production, we do not believe that the loss of any single customer would have a material adverse effect on our consolidated financial statements taken as a whole. |
Recently Adopted Accounting and Disclosure Changes | Recently Adopted Accounting and Disclosure Changes ASC Topic 848, Reference Rate Reform contains guidance for applying U.S. GAAP to contracts, hedging relationships and other transactions that are impacted by reference rate reform. Under this guidance, we elected to account for the February 2022 amendment of our Revolving Credit Facility described in Note 4 Debt as a modification of the original instrument. The debt modification did not have a material impact to our consolidated financial statements. |
Restructuring | Restructuring under Chapter 11 of the Bankruptcy Code and Workforce Reductions On July 15, 2020, we filed voluntary petitions for relief under Chapter 11 of Title 11 of the Bankruptcy Code (Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (Bankruptcy Court). On October 13, 2020, the Bankruptcy Court confirmed our joint plan of reorganization (the Plan) and we subsequently emerged from Chapter 11 proceedings on October 27, 2020 (Effective Date). See Note 15 Chapter 11 Proceedings for more information on our voluntary reorganization. We qualified for fresh start accounting and allocated the reorganization value to our individual assets and liabilities based on their estimated relative fair value. Our reorganization value was less than the fair value of identifiable assets of the emerging entity and we allocated the difference to nonfinancial assets on a relative fair value basis. Our valuation approach for determining the estimated fair value of our significant assets acquired and liabilities assumed is discussed in Note 16 Fresh Start Accounting . In 2021, we reduced the size of our management team and realigned several functions, which resulted in headcount and cost reductions. We recorded a restructuring charge of $15 million during the year ended December 31, 2021. In 2020, we reduced our workforce in response to economic conditions, resulting in a restructuring charge of $10 million in the Predecessor period ended October 31, 2020 and $5 million in the Successor period ended December 31, 2020. These charges are included in other operating expenses, net on our consolidated statement of operations. |
Property, Plant and Equipment (PP&E) | Property, Plant and Equipment (PP&E) We use the successful efforts method to account for our oil and natural gas properties. Under this method, we capitalize costs of acquiring properties, costs of drilling successful exploration wells and development costs. The costs of exploratory wells, including permitting, land preparation and drilling costs, are initially capitalized pending a determination of whether we find proved reserves. If we find proved reserves, the costs of exploratory wells remain capitalized. Otherwise, we charge the costs of the related wells to expense. In cases where we cannot determine whether we have found proved reserves at the completion of exploration drilling, we conduct additional testing and evaluation of the wells. We generally expense the costs of such exploratory wells if we do not find proved reserves within a one-year period after initial drilling has been completed. Proved Reserves – Proved reserves are those quantities of oil and natural gas that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a specific date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. We have no proved oil and natural gas reserves for which the determination of economic producibility is subject to the completion of major capital investments. Several factors could change our proved oil and natural gas reserves. For example, for long-lived properties, higher commodity prices typically result in additional reserves becoming economic and lower commodity prices may lead to existing reserves becoming uneconomic. Estimation of future production and development costs is also subject to change partially due to factors beyond our control, such as energy costs and inflation or deflation of oil field service costs. These factors, in turn, could lead to changes in the quantity of proved reserves. Additional factors that could result in a change of proved reserves include production decline rates and operating performance differing from those estimated when the proved reserves were initially recorded as well as availability of capital to implement the development activities contemplated in the reserves estimates and changes in management's plans with respect to such development activities. We perform impairment tests with respect to proved properties when product prices decline other than temporarily, reserves estimates change significantly, other significant events occur or management's plans change with respect to these properties in a manner that may impact our ability to realize the recorded asset amounts. Impairment tests incorporate a number of assumptions involving expectations of undiscounted future cash flows, which can change significantly over time. These assumptions include estimates of future product prices, which we base on forward price curves and, when applicable, contractual prices, estimates of oil and natural gas reserves and estimates of future expected operating and development costs. Any impairment loss would be calculated as the excess of the asset's net book value over its estimated fair value. We recognize any impairment loss on proved properties by adjusting the carrying amount of the asset. Unproved Properties – When we make acquisitions that include unproved properties, we assign values based on estimated reserves that we believe will ultimately be proved. As exploration and development work progresses and if reserves are proved, we transfer the book value from unproved to proved based on the initially determined rate per BOE. If the exploration and development work were to be unsuccessful, or management decided not to pursue development of these properties as a result of lower commodity prices, higher development and operating costs, regulatory changes, contractual conditions or other factors, the capitalized costs of the related properties would be expensed. Impairments of unproved properties are primarily based on qualitative factors including intent of property development, lease term and recent development activity. The timing of impairments on unproved properties, if warranted, depends upon management's plans, the nature, timing and extent of future exploration and development activities and their results. We recognize any impairment loss on unproved properties by providing a valuation allowance. Depreciation, Depletion and Amortization – We determine depreciation, depletion and amortization (DD&A) of oil and natural gas producing properties by the unit-of-production method. Our unproved reserves are not subject to DD&A until they are classified as proved properties. We amortize acquisition costs over total proved reserves, and capitalized development and successful exploration costs over proved developed reserves. Our gas and power plant assets are depreciated over the estimated useful lives of the assets, using the straight-line method, with expected initial useful lives of the assets of up to 30 years. We depreciated other property and equipment using the straight-line method based on expected useful lives of the individual assets or group of assets. The useful lives typically include ranges of 4-10 years for leasehold improvements, 1-4 years for software and telecommunications equipment and up to 5 years for computer hardware. We expense annual lease rentals, the costs of injection used in production and exploration, and geological, geophysical and seismic costs as incurred. Costs of maintenance and repairs are expensed as incurred, except that the costs of replacements that expand capacity or add proven oil and natural gas reserves are capitalized. |
Fair Value Measurements | Fair Value Measurements Our assets and liabilities measured at fair value are categorized in a three-level fair-value hierarchy, based on the inputs to the valuation techniques: Level 1—using quoted prices in active markets for the assets or liabilities; Level 2—using observable inputs other than quoted prices for the assets or liabilities; and Level 3—using unobservable inputs. Transfers between levels, if any, are recognized at the end of each reporting period. We apply the market approach for certain recurring fair value measurements, maximize our use of observable inputs and minimize use of unobservable inputs. We generally use an income approach to measure fair value when observable inputs are unavailable. This approach utilizes management's judgments regarding expectations of projected cash flows and discount rates. Commodity derivatives are carried at fair value. We utilize the mid-point between bid and ask prices for valuing these instruments. Our commodity derivatives comprise over-the-counter bilateral financial commodity contracts, which are generally valued using industry-standard models that consider various inputs, including quoted forward prices for commodities, time value, volatility factors, credit risk and current market and contracted prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable data or are supported by observable prices based on transactions executed in the marketplace. We classify these measurements as Level 2. Commodity derivatives are the most significant items on our consolidated balance sheets affected by recurring fair value measurements. Our PP&E may be written down to fair value if we determine that there has been an impairment. The fair value is determined as of the date of the assessment generally using discounted cash flow models based on management’s expectations for the future. Inputs include estimates of future production, prices based on commodity forward price curves, inclusive of market differentials, as of the date of the estimate, estimated future operating and development costs and a risk-adjusted discount rate. |
Revenue Recognition | Revenue Recognition We derive substantially all of our revenue from sales of oil, natural gas and NGLs and associated hedging activities, with the remaining revenue generated from sales of electricity and trading activities related to storage and managing excess pipeline capacity. 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 — Disaggregated revenue for sales of oil, natural gas and natural gas liquids (NGLs) to customers includes the following: Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Oil $ 1,968 $ 1,555 $ 176 $ 874 NGLs 264 250 29 106 Natural gas 411 243 32 112 Oil, natural gas and NGL sales $ 2,643 $ 2,048 $ 237 $ 1,092 See Note 14 Revenue for more information on our revenue from contracts with customers. Joint Ventures and Investments in Unconsolidated Subsidiaries We may enter into joint ventures that are considered to be a variable interest entity (VIE). A VIE is a legal entity that possesses any of the following conditions: the entity's equity at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, equity owners are unable to direct the activities that most significantly impact the legal entity's economic performance (or they possess disproportionate voting rights in relation to the economic interest in the legal entity), or the equity owners lack the obligation to absorb the legal entity's expected losses or the right to receive the legal entity's expected residual returns. We consolidate a VIE if we determine that we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that are more than insignificant to the VIE. If an entity is determined to be a VIE but we do not have a controlling interest, the entity is accounted for under either the cost or equity method depending on whether we exercise significant influence. See Note 8 Investment in Unconsolidated Subsidiary and Related Party Transactions for more information on the Carbon TerraVault JV. These evaluations are highly complex and involve management judgment and may involve the use of estimates and assumptions based on available information. The evaluation requires continual assessment. Investments in unconsolidated entities are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred, which is other than temporary. Allowance for Credit Losses Our receivables from customers relate to sales of our commodity products, trading activities and joint interest billings. Credit exposure for each customer is monitored for outstanding balances and current activity. We actively manage our credit risk by selecting counterparties that we believe to be financially sound and continue to monitor their financial health. Concentration of credit risk is regularly reviewed to ensure that counterparty credit risk is adequately diversified. We believe exposure to counterparty credit-related losses at December 31, 2022 was not material and losses associated with counterparty credit risk have been insignificant for all periods presented. |
Inventories | InventoriesMaterials and supplies, which primarily consist of well equipment and tubular goods used in our oil and natural gas operations, are valued at weighted-average cost and are reviewed periodically for obsolescence. Finished goods predominantly comprise oil and natural gas liquids (NGLs), which are valued at the lower of cost or net realizable value. |
Derivative Instruments | Derivative InstrumentsThe fair value of our derivative contracts are netted when a legal right of offset exists with the same counterparty with an intent to offset. Since we did not apply hedge accounting to our commodity derivatives for any of the periods presented, we recognized fair value adjustments, on a net basis, in our consolidated statements of operations. 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 accounted for as cash-flow or fair-value hedges. |
Stock-Based Incentive Plans | Stock-Based Incentive Plans The shares issuable under our long-term incentive plan were authorized by the Bankruptcy Court and the terms of a new long-term incentive plan were approved by our new board of directors in January 2021. In accordance with our new long-term incentive plan, we reserved 9,257,740 shares of common stock (subject to adjustment) for future issuances to certain executives, employees and non-employee directors that are more fully described in Note 10 Stock-Based Compensation . |
Earnings Per Share | Earnings Per Share Basic earnings (loss) per share is calculated as net income (loss) divided by the weighted average number of our common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of our common shares outstanding including the effect of dilutive potential common shares. We compute basic and diluted earnings per share (EPS) using the two-class method required for participating securities, when applicable, and the treasury stock method when participating securities are not in place. Certain restricted and performance stock awards are considered participating securities when such shares have non-forfeitable dividend rights, which participate at the same rate as common stock. |
Asset Retirement Obligations | Asset Retirement Obligations We recognize the fair value of asset retirement obligations (ARO) in the period in which a determination is made that a legal obligation exists to dismantle an asset and reclaim or remediate the property at the end of its useful life and the cost of the obligation can be reasonably estimated. The fair value of the retirement obligation is based on future retirement cost estimates and incorporates many assumptions such as time of abandonment, current regulatory requirements, technological changes, future inflation rates and a risk-adjusted discount rate. When the liability is initially recorded, we capitalize the cost by increasing the related PP&E balances. If the estimated future cost or timing of cash flow changes, we adjust the fair value of the liability and PP&E. Over time the liability is increased, and expense is recognized for accretion. The cost capitalized to PP&E is recovered over either the useful life of our facilities or the unit-of-production method for our minerals. |
Loss Contingencies | Loss Contingencies In the normal course of business, we are involved in lawsuits, claims and other environmental and legal proceedings and audits. We accrue reserves for these matters when it is probable that a liability has been incurred and the liability can be reasonably estimated. In addition, we disclose, if material, in aggregate, our exposure to losses in excess of the amount recorded on the balance sheet for these matters if it is reasonably possible that an additional material loss may be incurred. We review our loss contingencies on an ongoing basis. Loss contingencies are based on judgments made by management with respect to the likely outcome of these matters and are adjusted as appropriate. Management’s judgments could change based on new information, changes in, or interpretations of, laws or regulations, changes in management’s plans or intentions, opinions regarding the outcome of legal proceedings, or other factors. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax basis. Deferred tax assets are recognized when it is more likely than not that they will be realized. We periodically assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion or all of the deferred tax assets will not be realized. We recognize the financial statement effects of tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by a tax authority. We recognize interest and penalties, if any, related to uncertain tax positions as a component of the income tax provision. No interest or penalties related to uncertain tax positions were recognized in the financial statements for the periods presented. |
Production-Sharing Type Contracts | Production-Sharing Type Contracts Our share of production and reserves from operations in the Wilmington field is subject to contractual arrangements similar to production-sharing contracts (PSCs) that are in effect through the economic life of the assets. Under such contracts we are obligated to fund all capital and operating costs. We record a share of production and reserves to recover a portion of such capital and operating costs and an additional share for profit. Our portion of the production represents volumes: (i) to recover our partners’ share of capital and operating costs that we incur on their behalf, (ii) for our share of contractually defined base production and (iii) for our share of remaining production thereafter. We generate returns through our defined share of production from (ii) and (iii) above. These contracts do not transfer any right of ownership to us and reserves reported from these arrangements are based on our economic interest as defined in the contracts. Our share of production and reserves from these contracts decreases when product prices rise and increases when prices decline, assuming comparable capital investment and operating costs. However, our net economic benefit is greater when product prices are higher. These PSCs represented approximately 16% of our total production for the year ended December 31, 2022. In line with industry practice for reporting PSCs, we report 100% of operating costs under such contracts in our consolidated statements of operations as opposed to reporting only our share of those costs. We report the proceeds from production designed to recover our partners' share of such costs (cost recovery) in our revenues. Our reported production volumes reflect only our share of the total volumes produced, including cost recovery, which is less than the total volumes produced under the PSCs. This difference in reporting full operating costs but only our net share of production equally inflates our revenue and operating costs per barrel and has no effect on our net results. |
Pension and Postretirement Benefit Plans | Pension and Postretirement Benefit Plans All of our employees participate in postretirement benefit plans we sponsor. These plans are primarily funded as benefits are paid. In addition, a small number of our employees also participate in defined benefit pension plans sponsored by us. We recognize the net overfunded or underfunded amounts in the consolidated financial statements at each measurement date. We determine our defined benefit pension and postretirement benefit plan obligations based on various assumptions and discount rates. The discount rate assumptions used are meant to reflect the interest rate at which the obligations could effectively be settled on the measurement date. We estimate the rate of return on assets with regard to current market factors but within the context of historical returns. Pension plan assets are measured at fair value. Publicly registered mutual funds are valued using quoted market prices in active markets. Commingled funds are valued at the fund units’ net asset value (NAV) provided by the issuer, which represents the quoted price in a non-active market. Guaranteed deposit accounts are valued at the book value provided by the issuer. Actuarial gains and losses that have not yet been recognized through income, are recorded in accumulated other comprehensive income within equity, net of taxes, until they are amortized as a component of net periodic benefit cost. |
Leases | Leases We account for our leases in which we are the lessee, other than mineral leases including oil and natural gas leases, under an accounting standard which requires us to recognize most leases, including operating leases, on the balance sheet. The majority of our leases are for commercial office space, fleet vehicles, drilling rigs, easements and facilities. We categorize leases as either operating or financing at lease commencement. We recognize a right-of-use (ROU) asset and associated lease liability for each operating and finance lease with contractual terms of greater than 12 months on the balance sheet. In considering whether a contract contains a lease, we first consider whether there is an identifiable asset and then consider how and for what purpose the asset would be used over the contract term. Our ROU assets are measured at the initial amount of the lease liability determined by measuring the present value of the fixed minimum lease payments, adjusted for any payments made before or at the lease commencement date, discounted using our incremental borrowing rate (IBR). In determining our IBR, we consider the average cost of borrowing for publicly traded corporate bond yields, which are adjusted to reflect our credit rating, the remaining lease term for each class of our leases and frequency of payments. |
Share Repurchase Program | Share Repurchase ProgramWe repurchase shares of our common stock from time to time under a program authorized by our Board of Directors, including pursuant to a contract, instruction or written plan meeting requirements of Rule 10b5-1(c)(1) of the Exchange Act. Share repurchases have not been retired and are displayed separately as treasury stock on our consolidated balance sheet. |
Assets Held for Sale | Assets Held for Sale We may market certain non-core oil and natural gas assets or other properties for sale. At the end of each reporting period, we evaluate if these assets should be classified as held for sale. The held for sale criteria includes the following: management commitment to a plan to sell, the asset is available for immediate sale, an active program to locate a buyer exists, the sale of the asset is probable and expected to be completed within one year, the asset is being actively marketed for sale and it is unlikely that significant changes will be made to the plan. If all of these criteria are met, the asset is presented as held for sale on our consolidated balance sheet and measured at the lower of the carrying amount or estimated fair vale less costs to sell. DD&A expense is not recorded on assets once classified as held for sale. |
NATURE OF BUSINESS, SUMMARY O_3
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | |
Schedule of disaggregated revenue | Disaggregated revenue for sales of oil, natural gas and natural gas liquids (NGLs) to customers includes the following: Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Oil $ 1,968 $ 1,555 $ 176 $ 874 NGLs 264 250 29 106 Natural gas 411 243 32 112 Oil, natural gas and NGL sales $ 2,643 $ 2,048 $ 237 $ 1,092 |
Schedule of inventories | Inventories, by category, are as follows: 2022 2021 (in millions) Materials and supplies $ 56 $ 54 Finished goods 4 6 Total $ 60 $ 60 |
Schedule of the activity of the asset retirement obligation | The following table presents a rollforward of our ARO. Year ended December 31, Year ended December 31, (in millions) 2022 2021 Beginning balance $ 489 $ 597 Liabilities settled and divested (57) (157) Accretion expense on discounted obligation 43 50 Revisions of estimated obligation 15 (11) Additions 6 30 Other (5) 1 Liabilities associated with assets held for sale — (21) Ending balance $ 491 $ 489 Current portion $ 59 $ 51 Non-current portion $ 432 $ 438 |
Schedule of other current assets, net | Other current assets, net consisted of the following: December 31, 2022 December 31, 2021 (in millions) Net amounts due from joint interest partners (a) $ 39 $ 47 Fair value of derivative contracts 39 6 Prepaid expenses 17 16 Greenhouse gas allowances (b) — 31 Natural gas margin deposits 16 12 Income tax receivable 10 — Other 12 9 Other current assets, net $ 133 $ 121 (a) Included in the 2022 net amounts due from joint interest partners are allowances of $1 million. |
Schedule of other noncurrent assets | Other noncurrent assets consisted of the following: December 31, 2022 December 31, 2021 (in millions) Operating lease right-of-use assets $ 73 $ 43 Deferred financing costs - Revolving Credit Facility 6 11 Emission reduction credits 11 11 Prepaid power plant maintenance 28 21 Fair value of derivative contracts 7 1 Deposits and other 15 11 Other noncurrent assets $ 140 $ 98 |
Schedule of accrued liabilities | Accrued liabilities consisted of the following: December 31, 2022 December 31, 2021 (in millions) Accrued employee-related costs $ 49 $ 61 Accrued taxes other than on income 32 30 Asset retirement obligations 59 51 Accrued interest 19 19 Operating lease liability 18 11 Premiums due on derivative contracts 58 57 Liability for settlement payments due on derivative contracts 33 25 Other 30 43 Accrued liabilities $ 298 $ 297 |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following: December 31, 2022 December 31, 2021 (in millions) Compensation-related liabilities $ 36 $ 38 Postretirement and pension benefit plans 33 59 Operating lease liability 52 37 Premiums due on derivative contracts 8 5 Contingent liability related to Carbon TerraVault JV put and call rights 48 — Other 8 6 Other long-term liabilities $ 185 $ 145 |
Schedule of reorganization items in consolidated statement of operations | Reorganization items, net consisted of the following: Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Gain on settlement of liabilities subject to compromise $ — $ — $ — $ 4,022 Unamortized deferred gain and issuance costs, net — — — 125 Junior debtor-in-possession exit fee — — — (12) Acceleration of unrecognized compensation expense on cancelled stock-based compensation awards — — — (5) Write-off of prepaid directors and officers' insurance premiums — — — (2) Total non-cash reorganization items $ — $ — $ — $ 4,128 Legal, professional and other, net — (6) (3) (43) Debtor-in-possession financing costs — — — (25) Total reorganization items, net $ — $ (6) $ (3) $ 4,060 |
Schedule of supplemental disclosures to our consolidated statements of cash flows, excluding leases, | Supplemental disclosures to our consolidated statements of cash flows, excluding leases and ARO, are presented below: Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Supplemental Cash Flow Information Interest paid, net of amount capitalized $ (43) $ (28) $ (8) $ (79) Income tax paid $ 20 $ — $ — $ — Supplemental Disclosure of Noncash Investing and Financing Activities Successor common stock, Subscription Rights and Warrants issued pursuant to the Plan $ — $ — $ — $ (494) Successor common stock issued for the junior debtor-in-possession exit fee pursuant to the Plan $ — $ — $ — $ (12) Successor common stock and EHP Notes issued for acquisition of noncontrolling interest pursuant to the Plan $ — $ — $ — $ (561) Successor common stock issued for a backstop commitment premium pursuant to the Plan $ — $ — $ — $ (52) Derivative related to additional earn-out consideration for the Ventura divestiture $ — $ 3 $ — $ — Receivable from affiliate $ 32 $ — $ — $ — Dividends accrued for stock-based compensation awards $ 2 $ — $ — $ — Contribution to the Carbon TerraVault JV $ 2 $ — $ — $ — |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | Property, plant and equipment, net consisted of the following: December 31, 2022 December 31, 2021 (in millions) Proved oil and natural gas properties $ 2,972 $ 2,604 Unproved oil and natural gas properties 2 1 Facilities and other 254 240 Total property, plant and equipment 3,228 2,845 Accumulated depreciation, depletion and amortization (442) (246) Total property, plant and equipment, net $ 2,786 $ 2,599 |
Schedule of the activity of capitalized exploratory well costs | The following table summarizes the activity of capitalized exploratory well costs: Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 (in millions) 2022 2021 Beginning balance $ 1 $ 3 $ 3 $ 7 Additions to capitalized exploratory well costs — — — — Reclassification to property, plant and equipment — — — — Charged to expense — (2) — (2) Impact of fresh start accounting — — — (2) Ending balance $ 1 $ 1 $ 3 $ 3 |
Schedule of asset impairments | The following table presents a summary of our asset impairments during the Predecessor period of 2020 (in millions): Proved oil and natural gas properties $ 1,487 Unproved properties 228 Other 21 Total $ 1,736 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | As of December 31, 2022 and 2021, our long-term debt consisted of the following: Successor Interest Rate Maturity 2022 2021 (in millions) Revolving Credit Facility $ — $ — SOFR plus 3%-4% ABR plus 2%-3% April 29, 2024 Senior Notes 600 600 7.125% February 1, 2026 Principal amount of debt $ 600 $ 600 Unamortized debt issuance costs (8) (11) Long-term debt, net $ 592 $ 589 |
Schedule of financial performance covenants | Financial Covenants – Our Revolving Credit Facility includes the following financial covenants: Ratio Components Required Levels Tested Consolidated Total Net Leverage Ratio Ratio of Consolidated Total Debt to Consolidated EBITDAX (a) Not greater than 3.00 to 1.00 Quarterly Current Ratio Ratio of consolidated current assets to consolidated current liabilities (b) Not less than 1.00 to 1.00 Quarterly (a) EBITDAX is calculated as defined in the credit agreement. (b) The available credit under our Revolving Credit Facility is included in consolidated current assets as part of the calculation of the current ratio. |
Schedule of Principal maturities of debt outstanding | Principal maturities of debt outstanding at December 31, 2022 are as follows: As of (in millions) 2023 $ — 2024 — 2025 — 2026 600 2027 — Thereafter — Total $ 600 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to operating leases | Balance sheet information related to our operating leases as of December 31, 2022 and 2021 were as follows: Classification 2022 2021 (in millions) Right-of-use assets Other noncurrent assets $ 73 $ 43 Operating lease liabilities Accrued liabilities $ 18 $ 11 Operating lease liabilities Other long-term liabilities 52 37 |
Schedule of operating lease costs, including amounts capitalized to property, plant and equipment | Our lease costs, including amounts capitalized to PP&E, shown in the table below are before joint-interest recoveries. Lease payments are reduced by joint interest recoveries on our consolidated statement of operations through our joint-interest billing process. Year ended December 31, Year ended December 31, 2022 2021 (in millions) Operating lease costs $ 17 $ 14 Short-term lease costs (a) 59 48 Variable lease costs 6 4 Total operating lease costs 82 66 Sublease income (1) (2) Total lease costs $ 81 $ 64 |
Schedule of other operating and finance lease information | Other supplemental information related to our operating and finance leases as of December 31, 2022 and 2021 is provided below: Year ended December 31, Year ended December 31, 2022 2021 (in millions) Cash paid for lease liabilities Lease liabilities associated with operating activities $ 14 $ 8 Lease liabilities associated with investing activities $ 6 $ 4 Lease liabilities associated with financing activities $ — $ 1 ROU assets obtained in exchange for new operating lease liabilities $ 35 $ 17 2022 2021 Operating Leases Weighted-average remaining lease term (in years) 6.43 8.25 Weighted-average discount rate 6.1 % 5.4 % Finance Leases Weighted-average remaining lease term (in years) — 0.33 Weighted-average discount rate — % 4.0 % |
Schedule of maturities of our operating lease liabilities | Our operating lease payments are as follows: As of December 31, 2022 (in millions) 2023 $ 21 2024 15 2025 12 2026 12 2027 5 Thereafter 20 Less: Interest (15) Present value of lease liabilities $ 70 |
Schedule of maturities of our financing lease liabilities | Our operating lease payments are as follows: As of December 31, 2022 (in millions) 2023 $ 21 2024 15 2025 12 2026 12 2027 5 Thereafter 20 Less: Interest (15) Present value of lease liabilities $ 70 |
LAWSUITS, CLAIMS, COMMITMENTS_2
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of purchase obligations on a discounted basis | At December 31, 2022, total purchase obligations on a discounted basis were as follows: December 31, 2022 (in millions) 2023 $ 61 2024 9 2025 6 2026 6 2027 5 Thereafter 25 Total 112 Less: Interest (19) Present value of purchase obligations $ 93 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of oil hedge positions | As part of our hedging program, we held the following Brent-based crude oil contracts as of December 31, 2022: Q1 Q2 Q3 Q4 2024 Sold Calls: Barrels per day 18,322 17,837 17,363 5,747 — Weighted-average price per barrel $ 57.28 $ 60.00 $ 57.06 $ 57.06 $ — Swaps Barrels per day 16,620 16,475 16,697 26,094 1,492 Weighted-average price per barrel $ 69.46 $ 68.53 $ 68.33 $ 70.18 $ 79.06 Net Purchased Puts (a) Barrels per day 18,322 17,837 17,363 5,747 1,724 Weighted-average price per barrel $ 76.25 $ 76.25 $ 76.25 $ 76.25 $ 75.00 (a) Purchased puts and sold puts with the same strike price have been presented on a net basis. Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Non-cash commodity derivative gain (loss), excluding noncontrolling interest $ 187 $ (357) $ (138) $ (19) Non-cash commodity derivative (loss) gain, attributable to noncontrolling interest — — (2) 2 Total non-cash changes 187 (357) (140) (17) Net (payments) proceeds on commodity derivatives (738) (319) (1) 108 Net (loss) gain from commodity derivatives $ (551) $ (676) $ (141) $ 91 |
Schedule of fair values (at gross and net) of outstanding derivatives | The following tables present the fair values (at gross and net) of our outstanding commodity derivatives: December 31, 2022 Classification Gross Amounts at Fair Value Netting Net Fair Value Assets: (in millions) Other current assets $ 51 $ (12) $ 39 Other noncurrent assets 7 — 7 Liabilities: Current - Fair value of derivative contracts (258) 12 (246) Noncurrent - Fair value of derivative contracts — — — $ (200) $ — $ (200) December 31, 2021 Classification Gross Amounts at Fair Value Netting Net Fair Value Assets: (in millions) Other current assets $ 33 $ (27) $ 6 Other noncurrent assets 12 (11) 1 Liabilities: Current - Fair value of derivative contracts (297) 27 (270) Noncurrent - Fair value of derivative contracts (143) 11 (132) $ (395) $ — $ (395) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | Net income (loss) before income taxes, for all periods presented, was generated from domestic operations. We recognized an income tax provision (benefit) for the periods presented as follows: Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Current Federal $ 10 $ — $ — $ — State 1 — — — Subtotal 11 — — — Deferred Federal 141 (161) — — State 85 (235) — — Subtotal 226 (396) — — Total income tax provision (benefit) $ 237 $ (396) $ — $ — |
Schedule of differences between the U.S. federal income tax rate and the company's effective tax rate | Total income tax provision (benefit) differs from the amounts computed by applying the U.S. federal income tax statutory rate to pre-tax income (loss) as follows: Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 U.S. federal statutory tax rate 21 % 21 % 21 % 21 % State income taxes, net 9 (81) — — Exclusion of income attributable to noncontrolling interests — (1) — (1) Debt restructuring — — — — Changes in tax attributes (2) (8) — — Executive compensation — 2 — — Change in the U.S. federal valuation allowance 2 (106) (20) (21) Other 1 — (1) 1 Effective tax rate 31 % (173) % — % — % |
Schedule of Tax effects of temporary differences resulting in deferred income taxes | The tax effects of temporary differences resulting in deferred income tax assets and liabilities at December 31, 2022 and 2021 were as follows: 2022 2021 Deferred Tax Deferred Tax Deferred Tax Deferred Tax (in millions) Property, plant and equipment $ 47 $ (267) $ 122 $ (151) Postretirement and pension benefit plans 10 (1) 18 — Asset retirement obligations 148 — 152 — Net operating loss and tax credit carryforwards 85 — 88 — Business interest expense carryforward 167 — 177 — Federal benefit of state income taxes — (31) — (49) Other 77 (36) 59 (20) Subtotal 534 (335) 616 (220) Valuation allowance (35) — — — Total deferred taxes $ 499 $ (335) $ 616 $ (220) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share based compensation expense | Stock-based compensation expense is recorded on our consolidated statements of operations based on job function of the employees receiving the grants as shown in the table below. Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) General and administrative expenses $ 26 $ 17 $ — $ 2 Operating costs 4 2 — 1 Total stock-based compensation expense $ 30 $ 19 $ — $ 3 Income tax benefit $ 6 $ — $ — $ — |
Summary of changes in cash and stock-settled Restricted Stock Units (RSUs) | The following table sets forth RSU activity for the year ended December 31, 2022: Number of Units Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2021 1,130 $ 25.28 Granted 20 $ 44.31 Vested — $ — Cancelled or Forfeited (29) $ 24.78 Unvested at December 31, 2022 1,121 $ 25.64 |
Summary of changes in cash and stock-settled Performance Stock Units (PSUs) | The following table sets forth PSU activity for the year ended December 31, 2022: Number of Units Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2021 944 $ 20.14 Granted 4 $ 31.76 Cancelled or Forfeited (1) $ 19.31 Unvested at December 31, 2022 947 $ 20.19 |
Schedule of grant date assumptions used in the Black-Scholes valuation for stock options | The range of assumptions used in the valuation of PSUs granted during 2022 and 2021 were as follows: Successor 2022 2021 Expected volatility (a) 60.00 % 60.00% - 65.00% Risk-free interest rate (b) 1.59% - 2.55% 0.16% - 0.60% Dividend yield (c) — % — % Forecast period (in years) 2 - 3 2 - 3 (a) Expected volatility was calculated using the historic volatility of a peer group due to our limited trading history since our emergence from bankruptcy. For awards granted after June 2021, expected volatility included the historic volatility of our stock, excluding our first two (b) Based on the U.S. Treasury yield for a two (c) A dividend adjusted stock price (assumed reinvestment of dividends during the performance period) was used. The assumptions used in the valuation of our cash awards as of December 31, 2022 were as follows: 2022 Awards 2021 Awards Expected volatility (a) 55 % 46 % Risk-free interest rate (b) 4.32 % 4.57 % Dividend yield (c) — % — % Forecast period (in years) 2.5 1.5 (a) Expected volatility for the 2022 awards was calculated using the historic volatility of a peer group which included our stock, excluding our first two (b) Based on the U.S. Treasury yield for the 2.5 and 1.5 year remaining terms. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of common stock issuances | The following is a summary of changes in our common shares outstanding: Common Shares Outstanding Balance, December 31, 2020 83,319,660 Shares issued for warrant exercises 51,377 Shares issued under stock-based compensation arrangements 18,173 Treasury stock - shares repurchased (4,089,988) Balance, December 31, 2021 79,299,222 Shares issued for warrant exercises 312 Shares issued under ESPP 16,480 Treasury stock - shares repurchased (7,366,272) Balance, December 31, 2022 71,949,742 |
Summary of Share Repurchases | The following is a summary of our share repurchases, held as treasury stock for the periods presented: Total Number of Shares Purchased Dollar Value of Shares Purchased Average Price Paid per Share (number of shares) (in millions) ($ per share) Year ended December 31, 2021 4,089,988 $ 148 $ 36.08 Year ended December 31, 2022 7,366,272 $ 313 $ 42.47 Total 11,456,260 $ 461 $ 40.19 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of Accumulated Other Comprehensive Income (Loss) at December 31, 2022 and 2021 consisted of the following: Total (in millions) December 31, 2020 $ (8) Other comprehensive income before taxes 80 Tax effects — Other comprehensive income 80 December 31, 2021 72 Other comprehensive income before taxes 13 Tax effects (4) Other comprehensive income 9 December 31, 2022 $ 81 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted EPS | The following table presents the calculation of basic and diluted EPS. Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions, except per share amounts) Numerator for Basic and Diluted EPS Net income (loss) $ 524 $ 625 $ (125) $ 1,996 Less: Net income attributable to noncontrolling interests — (13) 2 (107) Net income (loss) attributable to common stock 524 612 (123) 1,889 Less: Net income allocated to participating securities — — — (22) Modification of noncontrolling interest (a) — — — 138 Net (loss) income available to common stockholders $ 524 $ 612 $ (123) $ 2,005 Denominator for Basic EPS Weighted-average common shares 75.5 82.0 83.3 49.4 Potential dilutive common shares: Restricted Stock Units 0.7 0.5 — 0.2 Performance Stock Units 0.7 0.5 — — Warrants 0.7 — — — Denominator for Diluted Earnings per Share Weighted-average shares - diluted 77.6 83.0 83.3 49.6 EPS Basic $ 6.94 $ 7.46 $ (1.48) $ 40.59 Diluted $ 6.75 $ 7.37 $ (1.48) $ 40.42 (a) Modification of noncontrolling interest relates to the deemed redemption of ECR's noncontrolling interest in the Ares JV in the third quarter of 2020. For more information on the Ares JV and the Settlement Agreement, see Note 15 Chapter 11 Proceedings . |
Schedule of potentially dilutive common shares which were excluded from calculation | The following table presents potentially dilutive weighted-average common shares which were excluded from the denominator for diluted earnings per share: Successor Predecessor Year ended December 31, Year ended December 31, November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 (in millions) Shares issuable upon exercise of warrants which were issued at emergence from bankruptcy — 4.4 4.4 — Shares issuable upon exercise of warrants in connection with our Alpine JV — — — 1.3 Shares issuable upon settlement of RSUs — — — 0.2 Shares issuable upon settlement of PSUs — — — 0.8 Shares issuable upon exercise of stock options — — — 1.7 Total antidilutive shares — 4.4 4.4 4.0 |
PENSION AND POSTRETIREMENT BE_2
PENSION AND POSTRETIREMENT BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Components of pension and postretirement amounts recognized in the balance sheets | The following table shows the amounts recognized on our balance sheets related to pension and postretirement benefit plans, as well as plans that we or our subsidiaries sponsor (in millions): December 31, 2022 December 31, 2021 Pension Postretirement Pension Postretirement Amounts recognized on the balance sheet Other assets $ 2 $ — $ — $ — Accrued liabilities — (4) — (4) Other long-term liabilities — (33) (15) (44) $ 2 $ (37) $ (15) $ (48) Amounts recognized in accumulated other comprehensive income (loss), net of tax $ 2 $ 79 $ (2) $ 74 |
Funding status of plans | The following table shows the funding status of our pension and post-retirement benefit plans along with a reconciliation of our benefit obligations and changes in fair value of plan assets (in millions): Year ended December 31, Year ended December 31, 2022 2021 Pension Changes in the benefit obligation Benefit obligation—beginning of year $ 44 $ 47 Service cost—benefits earned during the period 1 1 Interest cost on projected benefit obligation 1 1 Actuarial (gain) loss (a) (12) 2 Benefits paid (4) (7) Benefit obligation—end of year $ 30 $ 44 Changes in plan assets Fair value of plan assets—beginning of year $ 29 $ 32 Actual return on plan assets (5) 2 Employer contributions 12 2 Benefits paid (4) (7) Fair value of plan assets—end of year $ 32 $ 29 Net benefit asset (liability) $ 2 $ (15) Postretirement Changes in the benefit obligation (in millions) Benefit obligation—beginning of year $ 49 $ 129 Service cost—benefits earned during the period 2 4 Interest cost on projected benefit obligation 1 3 Actuarial (gain) loss (b) (12) (17) Benefits paid (2) (5) Plan amendment — (65) Benefit obligation—end of year $ 38 $ 49 Changes in plan assets Fair value of plan assets—beginning of year $ 1 $ — Employer contributions 2 6 Benefits paid (2) (5) Fair value of plan assets—end of year $ 1 $ 1 Net benefit liability $ (37) $ (48) (a) The gain reflected in the changes in the pension benefit obligation for the year ended December 31, 2022 was primarily due to the increase in the discount rate from 2.79% to 5.19% and other valuation assumption changes. (b) The gain reflected in the changes in the postretirement benefit obligation for the year ended December 31, 2022 was primarily due to the increase in the discount rate from 2.75% to 5.20%. |
Schedule of defined benefit pension plans with accumulated benefit obligations in excess of plan assets | The following table sets for the details of our obligations and assets related to our defined benefit pension plans for the years ended December 31: 2022 2021 (in millions) Projected benefit obligation $ 30 $ 44 Accumulated benefit obligation $ 27 $ 39 Fair value of plan assets $ 32 $ 29 |
Schedule of net benefit costs | The following table set forth the components of our net periodic pension and postretirement benefit costs (in millions): Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 Pension Net periodic benefit costs Service cost—benefits earned during the period $ 1 $ 1 $ — $ 1 Interest cost on projected benefit obligation 1 1 — 1 Expected return on plan assets (1) (1) — (1) Amortization of net actuarial loss — — — 1 Settlement costs — — — 1 Net periodic benefit costs $ 1 $ 1 $ — $ 3 Postretirement Net periodic benefit costs Service cost—benefits earned during the period $ 2 $ 4 $ 1 $ 4 Interest cost on projected benefit obligation 1 3 — 3 Amortization of prior service cost credit (5) (1) — — Amortization of net actuarial gain/loss — — — — Settlement costs — — — 1 Net periodic benefit costs $ (2) $ 6 $ 1 $ 8 |
Amounts recognized in other comprehensive income (expense) | The following table presents the changes in plan assets and benefit obligations recognized in other comprehensive (loss) income attributable to common stock (in millions): Successor Predecessor Year ended Year ended November 1, 2020 - December 31, 2020 January 1, 2020 - October 31, 2020 2022 2021 Pension Net actuarial gain (loss) $ 4 $ (1) $ (1) $ (1) Settlement costs — — — 1 Amortization of net actuarial gain/loss — — — 1 Total $ 4 $ (1) $ (1) $ 1 Postretirement Net actuarial gain (loss) $ 9 $ 17 $ (7) $ (2) Net prior service credit — 65 — — Settlement costs — — — 1 Amortization of prior service cost credit (4) (1) — — Total $ 5 $ 81 $ (7) $ (1) |
Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost | The following tables sets forth the valuation assumptions, on a weighted-average basis, used to determine our benefit obligations and net periodic benefit cost: Year ended December 31, Year ended December 31, 2022 2021 Pension Benefit Obligation Assumptions Discount rate 5.19 % 2.79 % Rate of compensation increase 4.00 % 4.00 % Net Periodic Benefit Cost Assumptions Discount rate 2.79 % 2.42 % Assumed long-term rate of return on assets 5.50 % 6.25 % Rate of compensation increase 4.00 % 4.00 % 2022 October 1, 2021 - December 31, 2021 January 1, 2021 - September 30, 2021 Postretirement (a) Benefit Obligation Assumptions Discount rate 5.20 % 2.75 % 2.69 % Net Periodic Benefit Cost Assumptions Discount rate 2.75 % 2.69 % 2.92 % |
Fair values of pension plan assets by asset category | The fair values of our pension plan assets by asset category are as follows: Fair Value Measurements at Level 1 Level 2 Level 3 Total Asset Class (in millions) Comingled funds Bonds — 17 — 17 Commodities — 1 — 1 U.S. equity — 4 — 4 International equity — 10 — 10 Total pension plan assets $ — $ 32 $ — $ 32 Fair Value Measurements at Level 1 Level 2 Level 3 Total Asset Class (in millions) Cash equivalents $ 5 $ — $ — $ 5 Commingled funds Fixed income — 2 — 2 U.S. equity — 3 — 3 International equity — 2 — 2 Mutual funds Bond funds 5 — — 5 Value funds 2 — — 2 Growth funds 5 — — 5 Guaranteed deposit account — — 5 5 Total pension plan assets $ 17 $ 7 $ 5 $ 29 |
Estimated future undiscounted benefit payments, which reflect expected future service, as appropriate | Estimated future undiscounted benefit payments by the plans, which reflect expected future service, as appropriate, are as follows: Pension Postretirement For the years ended December 31, (in millions) 2023 $ 7 $ 5 2024 $ 2 $ 4 2025 $ 2 $ 4 2026 $ 2 $ 3 2027 $ 2 $ 3 2028 to 2032 Payouts $ 10 $ 12 |
CHAPTER 11 PROCEEDINGS (Tables)
CHAPTER 11 PROCEEDINGS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Plan of Reorganization [Abstract] | |
Schedule of changes in noncontrolling interests | The following table presents the changes in noncontrolling interests for our consolidated joint ventures during the Predecessor period ended October 31, 2020, including both our BSP JV and Ares JV. Equity Attributable to Noncontrolling Interests Mezzanine Equity - Redeemable Noncontrolling Interest Ares JV BSP JV Total Ares JV Total (in millions) Balance, December 31, 2019 $ — $ 93 $ 93 $ 802 $ 802 Net income (loss) attributable to noncontrolling interests 3 10 13 94 94 Distributions to noncontrolling interest holders (3) (34) (37) (67) (67) Modification of noncontrolling interest — — — (138) (138) Acquisition of noncontrolling interest — — — (691) (691) Fair value adjustment of noncontrolling interest in fresh start accounting — 7 7 — — Balance, October 31, 2020 $ — $ 76 $ 76 $ — $ — |
FRESH START ACCOUNTING (Tables)
FRESH START ACCOUNTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reorganizations [Abstract] | |
Reconciliation of enterprise value | The following table summarizes our enterprise value upon emergence (in millions): Fair value of total equity upon emergence $ 1,345 Fair value of long-term debt 725 Fair value of asset retirement obligations 593 Less: Unrestricted cash (a) (163) Total Enterprise Value $ 2,500 (a) Includes $118 million of cash used to temporarily collateralize letters of credit at our emergence date. The following table reconciles our enterprise value to our reorganization value, or total asset value, upon emergence (in millions): Enterprise value $ 2,500 Add: Unrestricted cash (a) 163 Add: Current liabilities (b) 396 Add: Other long-term liabilities (b) 231 Less: Other (2) Reorganization value $ 3,288 (a) Includes $118 million of cash used to temporarily collateralize letters of credit. (b) Excludes asset retirement obligations of $50 million in current liabilities and $543 million in other long-term liabilities. |
Schedule of fresh-start adjustments | The following consolidated balance sheet, with accompanying explanatory notes, illustrates the effects of the transactions contemplated by the Plan (Reorganization Adjustments) and fair value adjustments resulting from the adoption of fresh start accounting (Fresh Start Adjustments) as of October 31, 2020 (in millions): Predecessor Reorganization Adjustments Fresh Start Adjustments Successor CURRENT ASSETS Cash $ 106 $ 97 (1) $ — $ 203 Trade receivables 149 — — 149 Inventories 61 — — 61 Other current assets, net 104 (2) (2) — 102 Total current assets 420 95 — 515 PROPERTY, PLANT AND EQUIPMENT 22,918 — (20,236) (12) 2,682 Accumulated depreciation, depletion and amortization (18,588) — 18,588 (12) — Total property, plant and equipment, net 4,330 — (1,648) 2,682 OTHER ASSETS 77 18 (3) (4) (13) 91 TOTAL ASSETS $ 4,827 $ 113 $ (1,652) $ 3,288 Predecessor Reorganization Adjustments Fresh Start Adjustments Successor CURRENT LIABILITIES Debtor-in-possession financing 733 (733) (4) — — Accounts payable 215 — — 215 Accrued liabilities 233 (16) (5) 14 (14) 231 Total current liabilities 1,181 (749) 14 446 LONG-TERM DEBT, NET — 723 (6) — 723 OTHER LONG-TERM LIABILITIES 725 — 49 (15) 774 LIABILITIES SUBJECT TO COMPROMISE 4,516 (4,516) (7) — — MEZZANINE EQUITY Redeemable noncontrolling interests 691 (691) (8) — — EQUITY Predecessor preferred stock — — — — Predecessor common stock — — — — Predecessor additional paid-in capital 5,149 (5,149) (9) — — Successor preferred stock — — — Successor common stock — 1 (10) — 1 Successor additional paid-in capital — 1,253 (10) — 1,253 Successor warrants — 15 (10) — 15 Accumulated deficit (7,481) 9,226 (11) (1,745) (16) — Accumulated other comprehensive loss (23) — 23 (17) — Total equity attributable to common stock (2,355) 5,346 (1,722) 1,269 Equity attributable to noncontrolling interests 69 — 7 (18) 76 Total equity (2,286) 5,346 (1,715) 1,345 TOTAL LIABILITIES AND EQUITY $ 4,827 $ 113 $ (1,652) $ 3,288 Reorganization Adjustments (1) Net change in cash upon our emergence included the following transactions (in millions): Proceeds from Revolving Credit Facility $ 225 Proceeds from Subscription Rights and Backstop Commitment, net 446 Proceeds from Second Lien Term Loan 200 Repayment of debtor-in-possession facilities (733) Payment of legal, professional and other fees (15) Debt issuance costs for the Revolving Credit Facility (18) Debt issuance costs for the Second Lien Term Loan (2) Acquisition of noncontrolling interest as part of the Settlement Agreement (2) Distribution to noncontrolling interest holder (3) Payment of accrued interest and bank fees (1) Net change $ 97 Our cash balance of $203 million at October 31, 2020 included $158 million of restricted cash, of which $118 million was used to temporarily collateralize letters of credit, $22 million was held for distributions to a JV partner and $18 million was reserved for legal and professional fees related to our Chapter 11 Cases. (2) Represents the write-off of unamortized insurance premiums for our directors and officers policy, which was cancelled as a result of changing the composition of our Board of Directors. (3) Represents the capitalization of debt issuance costs for our Revolving Credit Facility. (4) Represents the payoff of $733 million of debtor-in-possession financing including $83 million of borrowings that were outstanding under our Senior DIP Facility and $650 million of borrowings that were outstanding under our Junior DIP Facility. Refer to Note 15 Chapter 11 Proceedings for more information on our debtor-in-possession credit agreements. (5) Reflects the payment of $15 million for legal, professional and other fees related to our bankruptcy proceedings upon emergence and $1 million for accrued interest and bank fees. (6) Our exit financing at emergence included the following: October 31, 2020 ($ in millions) Revolving Credit Facility $ 225 Second Lien Term Loan 200 EHP Notes 300 Long-term debt (principal amount) $ 725 Debt issuance costs (2) Total long-term debt, net $ 723 For additional information on our Successor debt, refer to Note 4 Debt . (7) Our liabilities subject to compromise at emergence included the following (in millions): Long-term debt (principal amount): 2017 Credit Agreement $ 1,300 2016 Credit Agreement 1,000 Second Lien Notes 1,808 2021 Notes 100 2024 Notes 144 Accrued interest 164 Total liabilities subject to compromise $ 4,516 (8) Represents the acquisition of the noncontrolling interest in our Ares JV. In accordance with the Settlement Agreement, we exercised a conversion right upon our emergence from bankruptcy, allowing us to acquire all (but not less than all) of the equity interests in the Ares JV held by ECR in exchange for the EHP Notes, 17.3 million shares of common stock and approximately $2 million in cash. (9) Represents the elimination of Predecessor additional paid-in capital. (10) Represents the fair value of 83.3 million shares of Successor common stock and Warrants issued in accordance with the Plan as follows (in millions): Par value $ 1 Additional paid-in capital 1,253 Warrants 15 Total $ 1,269 (11) Represents the decrease in accumulated deficit resulting from reorganization adjustments and the reclassification from Predecessor additional paid-in capital. Fresh Start Adjustments (12) Represents fair value adjustments to property, plant and equipment (PP&E), including the elimination of Predecessor accumulated depreciation, depletion and amortization. The fair value of our PP&E at emergence consisted of the following: Proved oil and natural gas properties $ 2,409 Facilities and other 273 Total PP&E $ 2,682 (13) Represents an adjustment to our right of use assets as if our lease agreements were new leases on our emergence date. (14) Represents a $20 million fair value adjustment to the current portion of asset retirement obligations partially offset by a $5 million decrease in our liability for self-insured medical. Also included are fair value adjustments for our postretirement benefits and a remeasurement of the current portion of our lease liability. (15) Represents a $36 million fair value adjustment related to the long-term portion of asset retirement obligations and $8 million related to environmental and other abandonment obligations. The adjustment also includes $5 million related to remeasuring our long-term lease liability as if our contracts were new leases. (16) Represents the elimination of Predecessor accumulated deficit. (17) Represents the elimination of Predecessor accumulated other comprehensive loss. (18) Represents a fair value adjustment of the noncontrolling interest in the BSP JV based on discounted expected future cash flows. |
NATURE OF BUSINESS, SUMMARY O_4
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Concentration of Customers (Details) - Oil And Gas Sales And Other Revenue - Major Customers | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Three California Refineries, Each | ||||
Revenue Recognition | ||||
Concentration risk percentage | 10% | 10% | 10% | |
Three California Refineries | ||||
Revenue Recognition | ||||
Concentration risk percentage | 50% | 52% | 51% | |
Two California Refineries, Each | ||||
Revenue Recognition | ||||
Concentration risk percentage | 10% | |||
Two California Refineries | ||||
Revenue Recognition | ||||
Concentration risk percentage | 46% |
NATURE OF BUSINESS, SUMMARY O_5
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Restructuring (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2021 | |
Organization Changes | |||
Debt Instrument [Line Items] | |||
Restructuring Charges | $ 5 | $ 10 | $ 15 |
NATURE OF BUSINESS, SUMMARY O_6
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |
Period before costs expensed for no proved reserves | 1 year |
Hardware | |
Property, Plant and Equipment [Line Items] | |
Expected useful lives | 5 years |
Minimum | Improvements | |
Property, Plant and Equipment [Line Items] | |
Expected useful lives | 4 years |
Minimum | Software and Telecommunications Equipment | |
Property, Plant and Equipment [Line Items] | |
Expected useful lives | 1 year |
Maximum | Gas plant and power plant assets | |
Property, Plant and Equipment [Line Items] | |
Expected useful lives | 30 years |
Maximum | Improvements | |
Property, Plant and Equipment [Line Items] | |
Expected useful lives | 10 years |
Maximum | Software and Telecommunications Equipment | |
Property, Plant and Equipment [Line Items] | |
Expected useful lives | 4 years |
NATURE OF BUSINESS, SUMMARY O_7
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of revenue | ||||
Oil, natural gas and NGL sales | $ 237 | $ 1,092 | $ 2,643 | $ 2,048 |
Oil | ||||
Disaggregation of revenue | ||||
Oil, natural gas and NGL sales | 176 | 874 | 1,968 | 1,555 |
NGLs | ||||
Disaggregation of revenue | ||||
Oil, natural gas and NGL sales | 29 | 106 | 264 | 250 |
Natural gas | ||||
Disaggregation of revenue | ||||
Oil, natural gas and NGL sales | $ 32 | $ 112 | $ 411 | $ 243 |
NATURE OF BUSINESS, SUMMARY O_8
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 |
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | |||
Materials and supplies | $ 56 | $ 54 | |
Finished goods | 4 | 6 | |
Total | $ 60 | $ 60 | $ 61 |
NATURE OF BUSINESS, SUMMARY O_9
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Stock-Based Incentive Plans (Details) | Jan. 18, 2021 shares |
2021 Incentive Plan | |
Shares reserved for future issuance (in shares) | 9,257,740 |
NATURE OF BUSINESS, SUMMARY _10
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Asset Retirement Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligations Roll forward | ||
Beginning balance | $ 489 | $ 597 |
Liabilities settled and divested | (57) | (157) |
Accretion expense on discounted obligation | 43 | 50 |
Revisions of estimated obligation | 15 | (11) |
Additions | 6 | 30 |
Other | (5) | 1 |
Liabilities associated with assets held for sale | 0 | (21) |
Ending balance | 491 | 489 |
Current portion | 59 | 51 |
Non-current portion | 432 | 438 |
Asset retirement obligation, period increase (decrease) | 2 | (108) |
Asset retirement obligation, liabilities settled and divested | 57 | 157 |
Settlement payments of asset retirement obligations | 40 | 42 |
Divestitures of asset retirement obligations | $ 17 | $ 115 |
NATURE OF BUSINESS, SUMMARY _11
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Interest and penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
NATURE OF BUSINESS, SUMMARY _12
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Production - Sharing Type Contracts (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Production Sharing Type Contracts | |
Percentage of production represented by PSC-type contracts | 16% |
Percentage of operating costs reported under PSC-type contracts | 100% |
NATURE OF BUSINESS, SUMMARY _13
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 |
Other current assets | |||
Net amounts due from joint interest partners | $ 39 | $ 47 | |
Fair value of derivative contracts | 39 | 6 | |
Prepaid expenses | 17 | 16 | |
Greenhouse gas allowances | 0 | 31 | |
Natural gas margin deposits | 16 | 12 | |
Income tax receivable | 10 | 0 | |
Other | 12 | 9 | |
Other current assets, net | 133 | $ 121 | $ 102 |
Due from joint interest partners, allowances | $ 1 |
NATURE OF BUSINESS, SUMMARY _14
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Other Noncurrent Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | ||
Operating lease right-of-use assets | $ 73 | $ 43 |
Deferred financing costs - Revolving Credit Facility | 6 | 11 |
Emission reduction credits | 11 | 11 |
Prepaid power plant maintenance | 28 | 21 |
Fair value of derivative contracts | 7 | 1 |
Deposits and other | 15 | 11 |
Other noncurrent assets | $ 140 | $ 98 |
NATURE OF BUSINESS, SUMMARY _15
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 |
Accrued liabilities current [abstract] | |||
Accrued employee-related costs | $ 49 | $ 61 | |
Accrued taxes other than on income | 32 | 30 | |
Asset retirement obligations | 59 | 51 | |
Accrued interest | 19 | 19 | |
Operating lease liability | 18 | 11 | |
Premiums due on derivative contracts | 58 | 57 | |
Liability for settlement payments due on derivative contracts | 33 | 25 | |
Other | 30 | 43 | |
Accrued liabilities | $ 298 | $ 297 | $ 231 |
NATURE OF BUSINESS, SUMMARY _16
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | ||
Compensation-related liabilities | $ 36 | $ 38 |
Postretirement and pension benefit plans | 33 | 59 |
Operating lease liability | 52 | 37 |
Premiums due on derivative contracts | 8 | 5 |
Contingent liability related to Carbon TerraVault JV put and call rights | 48 | 0 |
Other | 8 | 6 |
Other long-term liabilities | $ 185 | $ 145 |
NATURE OF BUSINESS, SUMMARY _17
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Reorganization Items, net (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER | |||||
Gain on settlement of liabilities subject to compromise | $ 0 | $ 4,022 | $ 0 | $ 0 | |
Unamortized deferred gain and issuance costs, net | 0 | 125 | 0 | 0 | |
Junior debtor-in-possession exit fee | 0 | (12) | 0 | 0 | |
Acceleration of unrecognized compensation expense on cancelled stock-based compensation awards | 0 | (5) | 0 | 0 | |
Write-off of prepaid directors and officers' insurance premiums | 0 | (2) | 0 | 0 | |
Total non-cash reorganization items | 0 | 4,128 | 0 | 0 | |
Legal, professional and other, net | $ (15) | (3) | (43) | 0 | (6) |
Debtor-in-possession financing costs | 0 | (25) | 0 | 0 | |
Total reorganization items, net | $ (3) | $ 4,060 | $ 0 | $ (6) |
NATURE OF BUSINESS, SUMMARY _18
NATURE OF BUSINESS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Information | ||||
Interest paid, net of amount capitalized | $ (8) | $ (79) | $ (43) | $ (28) |
Income tax paid | 0 | 0 | 20 | 0 |
Supplemental Disclosure of Noncash Investing and Financing Activities | ||||
Successor common stock, Subscription Rights and Warrants issued pursuant to the Plan | 0 | (494) | 0 | 0 |
Successor common stock issued for the junior debtor-in-possession exit fee pursuant to the Plan | 0 | (12) | 0 | 0 |
Successor common stock and EHP Notes issued for acquisition of noncontrolling interest pursuant to the Plan | 0 | (561) | 0 | 0 |
Successor common stock issued for a backstop commitment premium pursuant to the Plan | 0 | (52) | 0 | 0 |
Derivative related to additional earn-out consideration for the Ventura divestiture | 0 | 0 | 0 | 3 |
Receivable from affiliate | 0 | 0 | 32 | 0 |
Dividends accrued for stock-based compensation awards | 0 | 0 | 2 | 0 |
Contribution to the Carbon TerraVault JV | $ 0 | $ 0 | $ 2 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 |
Property, Plant and Equipment | |||
Total property, plant and equipment | $ 3,228 | $ 2,845 | $ 2,682 |
Accumulated depreciation, depletion and amortization | (442) | (246) | 0 |
Total property, plant and equipment, net | 2,786 | 2,599 | $ 2,682 |
Proved oil and natural gas properties | |||
Property, Plant and Equipment | |||
Total property, plant and equipment | 2,972 | 2,604 | |
Unproved oil and natural gas properties | |||
Property, Plant and Equipment | |||
Total property, plant and equipment | 2 | 1 | |
Facilities and other | |||
Property, Plant and Equipment | |||
Total property, plant and equipment | $ 254 | $ 240 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Summary of the Activity of Capitalized Exploratory Well Costs (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Capitalized exploratory well costs for the years ended December 31: | ||||
Beginning balance | $ 3 | $ 7 | $ 1 | $ 3 |
Additions to capitalized exploratory well costs | 0 | 0 | 0 | 0 |
Reclassification to property, plant and equipment | 0 | 0 | 0 | 0 |
Charged to expense | 0 | (2) | 0 | (2) |
Impact of fresh start accounting | 0 | (2) | 0 | 0 |
Ending balance | $ 3 | $ 3 | $ 1 | $ 1 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | |||||
Asset impairments | $ 0 | $ 1,736 | $ 2 | $ 28 | |
Capitalized cost | 3 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Ventura Basin | |||||
Property, Plant and Equipment | |||||
Proceeds from sale of oil and gas | $ 13 | $ 11 | 120 | ||
Bakersfield Office Building | |||||
Property, Plant and Equipment | |||||
Asset impairments | $ 25 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT - Schedule of Asset Impairments (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Proved oil and natural gas properties | $ 1,487 | |||
Unproved properties | 228 | |||
Other | 21 | |||
Total | $ 0 | $ 1,736 | $ 2 | $ 28 |
DIVESTITURES AND ACQUISITIONS -
DIVESTITURES AND ACQUISITIONS - Divestitures (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Feb. 01, 2022 | Jun. 30, 2022 | Jan. 31, 2022 | Jan. 31, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Proceeds from asset divestitures | $ 0 | $ 41 | $ 80 | $ 67 | ||||
Net gain on asset divestitures | $ 0 | $ 0 | 59 | 124 | ||||
Ventura Basin | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from sale of oil and gas | $ 13 | 11 | 120 | |||||
Lost Hills, San Joaquin Basin | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from sale of oil and gas | $ 49 | |||||||
Working interest acquired by MIRA | 50% | |||||||
Option retained to capture carbon emissions, percent | 100% | |||||||
Percent of deep rights and related seismic data retained | 100% | |||||||
CRC Plaza | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from asset divestitures | $ 13 | |||||||
Gain (loss) on sale of assets | $ 0 | |||||||
Term of lease | 18 months | |||||||
Other 2021 Divestiture | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from asset divestitures | 13 | |||||||
Gain (loss) on disposition of business | $ (4) | |||||||
January 2020 Divestiture | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from asset divestitures | $ 41 | |||||||
Net gain on asset divestitures | $ 0 | |||||||
Other Divestitures | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Gain (loss) on disposition of business | $ 1 |
DIVESTITURES AND ACQUISITIONS_2
DIVESTITURES AND ACQUISITIONS - Acquisition (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Other Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 17 | |||
MIRA | Joint Venture With Macquarie Infrastructure And Real Assets Inc | ||||
Business Acquisition [Line Items] | ||||
Working interest acquired by MIRA | 90% | |||
Joint Venture With Macquarie Infrastructure And Real Assets Inc | Joint Venture With Macquarie Infrastructure And Real Assets Inc | ||||
Business Acquisition [Line Items] | ||||
Purchased of working interest share conveyed assets | $ 52 | |||
Working interest retained by CRC | 10% |
DEBT - Schedule of Long-Term De
DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
Debt | ||||
Principal amount of debt | $ 600 | $ 600 | $ 725 | |
Unamortized debt issuance costs | (8) | (11) | (2) | |
Long-term debt, net | 592 | 589 | 723 | |
Senior Notes (Unsecured) | ||||
Debt | ||||
Principal amount of debt | $ 600 | 600 | ||
Interest rate | 7.125% | |||
Revolving Credit Facility | Line of Credit | ||||
Debt | ||||
Principal amount of debt | $ 0 | $ 0 | $ 225 | |
Margin increase, additional increase each subsequent fiscal quarter | 0.50% | |||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate | ||||
Debt | ||||
Interest rate floor | 1% | |||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate | Minimum | ||||
Debt | ||||
Interest rate added to variable rate basis | 3% | 3% | ||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate | Maximum | ||||
Debt | ||||
Interest rate added to variable rate basis | 4% | 4% | ||
Revolving Credit Facility | Line of Credit | Alternative Base Rate | ||||
Debt | ||||
Interest rate floor | 2% | |||
Revolving Credit Facility | Line of Credit | Alternative Base Rate | Minimum | ||||
Debt | ||||
Interest rate added to variable rate basis | 2% | |||
Revolving Credit Facility | Line of Credit | Alternative Base Rate | Maximum | ||||
Debt | ||||
Interest rate added to variable rate basis | 3% | |||
Revolving Credit Facility | Line of Credit | Federal Funds Rate | ||||
Debt | ||||
Interest rate added to variable rate basis | 0.50% | |||
Revolving Credit Facility | Line of Credit | ABR Applicable Margin | Minimum | ||||
Debt | ||||
Interest rate added to variable rate basis | 2% | |||
Revolving Credit Facility | Line of Credit | ABR Applicable Margin | Maximum | ||||
Debt | ||||
Interest rate added to variable rate basis | 3% |
DEBT - Fair Value (Details)
DEBT - Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Estimated fair value of long-term debt | $ 574 | $ 623 |
DEBT - Revolving Credit Facilit
DEBT - Revolving Credit Facility (Details) - Line of Credit $ in Millions | 1 Months Ended | 12 Months Ended | |||
Oct. 27, 2020 USD ($) | Feb. 25, 2022 | Dec. 31, 2022 USD ($) | Apr. 29, 2022 | Dec. 31, 2021 USD ($) | |
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 602 | $ 492 | |||
Line of credit facility, increase in current borrowing capacity | $ 110 | ||||
Line of credit facility, amount available for borrowing | 458 | ||||
Margin increase, additional increase each subsequent fiscal quarter | 0.50% | ||||
Line of current borrowing capacity | $ 1,200 | ||||
Derivative, hedging percent | 30% | ||||
Debt instrument, covenant leverage ratio | 3 | 1.5 | |||
Revolving Credit Facility | First 24 Months | Crude Oil Hedge Positions | |||||
Debt Instrument [Line Items] | |||||
Derivative, allocation percent | 50% | ||||
Revolving Credit Facility | Month 25 Through Month 36 | |||||
Debt Instrument [Line Items] | |||||
Derivative, hedging percent | 33% | ||||
Revolving Credit Facility | Month 25 Through Month 36 | Crude Oil Hedge Positions | |||||
Debt Instrument [Line Items] | |||||
Derivative, period | 12 months | ||||
Revolving Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, covenant leverage ratio | 1 | ||||
Revolving Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, covenant leverage ratio | 2 | ||||
Revolving Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate added to variable rate basis | 1% | ||||
Revolving Credit Facility | Alternative Base Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate floor | 2% | ||||
Revolving Credit Facility | Alternative Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate added to variable rate basis | 2% | ||||
Revolving Credit Facility | Alternative Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate added to variable rate basis | 3% | ||||
Revolving Credit Facility | Federal Funds Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate added to variable rate basis | 0.50% | ||||
Revolving Credit Facility | ABR Applicable Margin | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate added to variable rate basis | 2% | ||||
Revolving Credit Facility | ABR Applicable Margin | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate added to variable rate basis | 3% | ||||
Letters of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 200 | ||||
Letters of credit outstanding amount | $ 144 |
DEBT - Schedule of Financial Co
DEBT - Schedule of Financial Covenants (Details) - Revolving Credit Facility - Line of Credit | Apr. 29, 2022 | Oct. 27, 2020 |
Debt Instrument [Line Items] | ||
Consolidated Total Net Leverage Ratio | 1.5 | 3 |
Current Ratio | 1 |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jan. 20, 2021 | Jan. 20, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Net loss (gain) on early extinguishment of debt | $ 0 | $ (5) | $ 0 | $ 2 | ||
Senior Notes (Unsecured) | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 7.125% | |||||
Net loss (gain) on early extinguishment of debt | $ 2 | |||||
7.125% Unsecured Debt Notes | Senior Notes (Unsecured) | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount issued | $ 600 | $ 600 | ||||
Interest rate | 7.125% | 7.125% | ||||
Proceeds from issuance of debt | $ 587 | |||||
Debt issuance costs, net | 13 | $ 13 | ||||
Percentage of principal amount at which notes can be redeemed in case of change control | 101% | |||||
7.125% Unsecured Debt Notes | Senior Notes (Unsecured) | Twelve Months Beginning February 1, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 104% | |||||
7.125% Unsecured Debt Notes | Senior Notes (Unsecured) | Twelve Months Beginning February 1, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 102% | |||||
7.125% Unsecured Debt Notes | Senior Notes (Unsecured) | After February 1, 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 100% | |||||
Second Lien Term Loan, EHP Notes, And Revolving Credit Facility | Senior Notes (Unsecured) | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 587 |
DEBT - Second Lien Term Loan (D
DEBT - Second Lien Term Loan (Details) - Line of Credit - Second Lien Notes $ in Millions | Oct. 27, 2020 USD ($) |
Debt Instrument [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 200 |
Debt instrument, term | 5 years |
Financial covenant minimum month end liquidity | $ 170 |
Financial covenant, liquidity threshold | 247 |
Financial covenant, increase in commitment threshold | $ 51 |
Prior to 90 Days | |
Debt Instrument [Line Items] | |
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 100% |
After 90 Days, Before First Anniversary Date | |
Debt Instrument [Line Items] | |
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 105% |
After the First Anniversary Date, Before Second Anniversary Date | |
Debt Instrument [Line Items] | |
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 103% |
After the Second Anniversary Date, Before Third Anniversary Date | |
Debt Instrument [Line Items] | |
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 102% |
After the Third Anniversary Date, Before Fourth Anniversary Date | |
Debt Instrument [Line Items] | |
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 101% |
Fifth Year | |
Debt Instrument [Line Items] | |
Percentage of principal amount at which notes can be redeemed prior to their maturity date | 100% |
LIBOR | |
Debt Instrument [Line Items] | |
Interest rate floor | 1% |
Interest rate added to variable rate basis | 1% |
Alternative Base Rate | |
Debt Instrument [Line Items] | |
Interest rate floor | 2% |
Federal Funds Rate | |
Debt Instrument [Line Items] | |
Interest rate added to variable rate basis | 0.50% |
ABR Applicable Margin | After Second Anniversary | |
Debt Instrument [Line Items] | |
Interest rate added to variable rate basis | 8% |
ABR Applicable Margin | Minimum | Prior to Second Anniversary | |
Debt Instrument [Line Items] | |
Interest rate added to variable rate basis | 8% |
ABR Applicable Margin | Maximum | Prior to Second Anniversary | |
Debt Instrument [Line Items] | |
Interest rate added to variable rate basis | 9.50% |
LIBOR Applicable Margin | After Second Anniversary | |
Debt Instrument [Line Items] | |
Interest rate added to variable rate basis | 9% |
LIBOR Applicable Margin | Minimum | Prior to Second Anniversary | |
Debt Instrument [Line Items] | |
Interest rate added to variable rate basis | 9% |
LIBOR Applicable Margin | Maximum | Prior to Second Anniversary | |
Debt Instrument [Line Items] | |
Interest rate added to variable rate basis | 10.50% |
DEBT - EHP Notes (Details)
DEBT - EHP Notes (Details) - Senior Notes (Unsecured) - USD ($) $ in Millions | Dec. 31, 2022 | Oct. 27, 2020 |
Debt Instrument [Line Items] | ||
Interest rate | 7.125% | |
EHP Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 300 | |
EHP Notes | Through Fourth Anniversary | ||
Debt Instrument [Line Items] | ||
Interest rate | 6% | |
EHP Notes | After Fourth Anniversary | ||
Debt Instrument [Line Items] | ||
Interest rate | 7% | |
EHP Notes | After Fifth Anniversary | ||
Debt Instrument [Line Items] | ||
Interest rate | 8% |
DEBT - Other (Details)
DEBT - Other (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 |
Principal maturities of long-term debt | |||
2023 | $ 0 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 600 | ||
2027 | 0 | ||
Thereafter | 0 | ||
Total | $ 600 | $ 600 | $ 725 |
LEASES - Supplement Balance She
LEASES - Supplement Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | OTHER NONCURRENT ASSETS | OTHER NONCURRENT ASSETS |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Right-of-use assets | $ 73 | $ 43 |
Operating lease liabilities | 18 | 11 |
Operating lease liabilities | $ 52 | $ 37 |
LEASES - Operating Lease Costs
LEASES - Operating Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease costs | ||
Operating lease costs | $ 17 | $ 14 |
Short-term lease costs | 59 | 48 |
Variable lease costs | 6 | 4 |
Total operating lease costs | 82 | 66 |
Sublease income | (1) | (2) |
Total lease costs | $ 81 | $ 64 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 option contract | |
Leases [Abstract] | |
Number of finance lease contracts | contract | 2 |
Number of sublease extension options | option | 0 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Lease liabilities associated with operating activities | $ 14 | $ 8 |
Lease liabilities associated with investing activities | 6 | 4 |
Lease liabilities associated with financing activities | 0 | 1 |
ROU assets obtained in exchange for new operating lease liabilities | $ 35 | $ 17 |
Weighted-average remaining lease term (in years) | 6 years 5 months 4 days | 8 years 3 months |
Weighted-average discount rate | 6.10% | 5.40% |
Weighted-average remaining lease term (in years) | 0 years | 3 months 29 days |
Weighted-average discount rate | 0% | 4% |
LEASES - Operating and Finance
LEASES - Operating and Finance Lease Liabilities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 21 |
2024 | 15 |
2025 | 12 |
2026 | 12 |
2027 | 5 |
Thereafter | 20 |
Less: Interest | (15) |
Present value of lease liabilities | $ 70 |
LAWSUITS, CLAIMS, COMMITMENTS_3
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended | |
Oct. 31, 2020 platform | Dec. 31, 2022 USD ($) | |
Long-term Purchase Commitment [Line Items] | ||
Number of offshore platforms with decommissioning obligations defaulted | platform | 2 | |
Offshore platforms with decommissioning obligations defaulted percentage | 37.50% | |
Offshore platforms with decommissioning obligations defaulted period since interest sold | 30 years | |
Long Term Purchase and Contractual Obligation | ||
Purchase obligations | ||
2023 | $ 61 | |
2024 | 9 | |
2025 | 6 | |
2026 | 6 | |
2027 | 5 | |
Thereafter | 25 | |
Total | 112 | |
Less: Interest | (19) | |
Present value of purchase obligations | $ 93 |
DERIVATIVES - Commodity Price R
DERIVATIVES - Commodity Price Risk (Details) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 USD ($) | Oct. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) bbl / d $ / barrel | Dec. 31, 2021 USD ($) | |
Derivatives | ||||
Non-cash commodity derivative gain (loss), excluding noncontrolling interest | $ | $ (138) | $ (19) | $ 187 | $ (357) |
Non-cash commodity derivative (loss) gain, attributable to noncontrolling interest | $ | (2) | 2 | 0 | 0 |
Total non-cash changes | $ | (140) | (17) | 187 | (357) |
Net (payments) proceeds on commodity derivatives | $ | (1) | 108 | (738) | (319) |
Net (loss) gain from commodity derivatives | $ | $ (141) | $ 91 | $ (551) | $ (676) |
Calls | Q1 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 18,322 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 57.28 | |||
Calls | Q2 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 17,837 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 60 | |||
Calls | Q3 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 17,363 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 57.06 | |||
Calls | Q4 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 5,747 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 57.06 | |||
Calls | 2024 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 0 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 0 | |||
Swaps | Q1 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 16,620 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 69.46 | |||
Swaps | Q2 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 16,475 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 68.53 | |||
Swaps | Q3 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 16,697 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 68.33 | |||
Swaps | Q4 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 26,094 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 70.18 | |||
Swaps | 2024 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 1,492 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 79.06 | |||
Puts | Purchased | Q1 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 18,322 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 76.25 | |||
Puts | Purchased | Q2 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 17,837 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 76.25 | |||
Puts | Purchased | Q3 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 17,363 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 76.25 | |||
Puts | Purchased | Q4 2023 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 5,747 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 76.25 | |||
Puts | Purchased | 2024 | ||||
Derivatives | ||||
Daily volume (in Bbl) | bbl / d | 1,724 | |||
Weighted-average price (in dollars per barrel) | $ / barrel | 75 |
DERIVATIVES - Interest-Rate Ris
DERIVATIVES - Interest-Rate Risk (Details) - USD ($) $ in Millions | Dec. 31, 2022 | May 31, 2018 |
Interest-rate contract | ||
Derivatives | ||
Variable rate indebtedness amount | $ 0 | $ 1,300 |
DERIVATIVES - Fair Value (Detai
DERIVATIVES - Fair Value (Details) - Commodity Contracts - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value of Derivatives | ||
Total derivatives | $ 0 | $ 0 |
Other current assets | ||
Fair Value of Derivatives | ||
Netting | (12) | (27) |
Other noncurrent assets | ||
Fair Value of Derivatives | ||
Netting | 0 | (11) |
Current - Fair value of derivative contracts | ||
Fair Value of Derivatives | ||
Netting | 12 | 27 |
Noncurrent - Fair value of derivative contracts | ||
Fair Value of Derivatives | ||
Netting | 0 | 11 |
Gross Amounts at Fair Value | ||
Fair Value of Derivatives | ||
Total derivatives | (200) | (395) |
Gross Amounts at Fair Value | Other current assets | ||
Fair Value of Derivatives | ||
Gross Amounts at Fair Value | 51 | 33 |
Gross Amounts at Fair Value | Other noncurrent assets | ||
Fair Value of Derivatives | ||
Gross Amounts at Fair Value | 7 | 12 |
Gross Amounts at Fair Value | Current - Fair value of derivative contracts | ||
Fair Value of Derivatives | ||
Gross Amounts at Fair Value | (258) | (297) |
Gross Amounts at Fair Value | Noncurrent - Fair value of derivative contracts | ||
Fair Value of Derivatives | ||
Gross Amounts at Fair Value | 0 | (143) |
Net Fair Value | ||
Fair Value of Derivatives | ||
Total derivatives | (200) | (395) |
Net Fair Value | Other current assets | ||
Fair Value of Derivatives | ||
Net Fair Value | 39 | 6 |
Net Fair Value | Other noncurrent assets | ||
Fair Value of Derivatives | ||
Net Fair Value | 7 | 1 |
Net Fair Value | Current - Fair value of derivative contracts | ||
Fair Value of Derivatives | ||
Net Fair Value | (246) | (270) |
Net Fair Value | Noncurrent - Fair value of derivative contracts | ||
Fair Value of Derivatives | ||
Net Fair Value | $ 0 | $ (132) |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY AND RELATED PARTY TRANSACTIONS (Details) MT in Millions, $ in Millions | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Aug. 03, 2022 USD ($) installment MT | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Receivable from affiliate | $ 33 | $ 33 | $ 0 | |||
Investment in unconsolidated subsidiary | 13 | 13 | 0 | |||
Loss for unconsolidated subsidiary | $ 0 | $ 0 | 1 | $ 0 | ||
Carbon TerraVault Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Interest in joint venture | 51% | |||||
Contribution from noncontrolling interest | 12 | |||||
Receivable from affiliate | 32 | 32 | ||||
Investment in unconsolidated subsidiary | 13 | 13 | ||||
Carbon TerraVault Joint Venture | Management Services Agreement | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Receivable from affiliate | 1 | 1 | ||||
Carbon TerraVault Joint Venture | Brookfield | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Interest in joint venture | 49% | |||||
Committed amount | $ 500 | |||||
Initial investment | $ 137 | |||||
Number of installments | installment | 3 | |||||
Number of installments subject to certain milestones | installment | 2 | |||||
Contribution from noncontrolling interest | 46 | 2 | ||||
Contingent liability | 48 | 48 | ||||
Equity Method Investment, Underlying Equity in Net Assets | 314 | $ 314 | ||||
Metric tons of carbon per annum | MT | 5 | |||||
Carbon TerraVault Joint Venture | Brookfield | Calls | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Contribution from noncontrolling interest | $ 2 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (benefit) (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||||
Federal | $ 0 | $ 0 | $ 10 | $ 0 |
State | 0 | 0 | 1 | 0 |
Subtotal | 0 | 0 | 11 | 0 |
Deferred | ||||
Federal | 0 | 0 | 141 | (161) |
State | 0 | 0 | 85 | (235) |
Subtotal | 0 | 0 | 226 | (396) |
Income tax benefit | $ 0 | $ 0 | $ 237 | $ (396) |
INCOME TAXES - Income Tax Expen
INCOME TAXES - Income Tax Expense (Benefit) (Details) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total income tax expense (benefit) differs from the U.S. federal income tax rate to pre-tax income (loss) | ||||
U.S. federal statutory tax rate | 21% | 21% | 21% | 21% |
State income taxes, net | 0% | 0% | 9% | (81.00%) |
Exclusion of income attributable to noncontrolling interests | 0% | (1.00%) | 0% | (1.00%) |
Debt restructuring | 0% | 0% | 0% | 0% |
Changes in tax attributes | 0% | 0% | (2.00%) | (8.00%) |
Executive compensation | 0 | 0 | 0 | 0.02 |
Change in the U.S. federal valuation allowance | (20.00%) | (21.00%) | 2% | (106.00%) |
Other | (1.00%) | 1% | 1% | 0% |
Effective tax rate | 0% | 0% | 31% | (173.00%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets and Liabilities | ||
Deferred Tax Assets, property, plant and equipment differences | $ 47 | $ 122 |
Deferred Tax Assets, postretirement benefit accruals | 10 | 18 |
Deferred Tax Assets, asset retirement obligations | 148 | 152 |
Deferred Tax Assets, net operating loss carryforwards and credits | 85 | 88 |
Deferred Tax Asset, business interest expense carryforward | 167 | 177 |
Deferred Tax Assets, other | 77 | 59 |
Deferred Tax Assets, subtotal | 534 | 616 |
Deferred Tax Assets, valuation allowance | (35) | 0 |
Deferred Tax Assets, Net of valuation allowance | 499 | 616 |
Deferred Tax Liabilities, property, plant and equipment differences | (267) | (151) |
Deferred tax liabilities, postretirement and pension benefit plans | (1) | |
Deferred Tax Liabilities, federal benefit of state income taxes | (31) | (49) |
Deferred Tax Liabilities, all other | (36) | (20) |
Deferred Tax Liabilities, total net deferred taxes | $ (335) | $ (220) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate expense (benefit) | 0% | 0% | 31% | (173.00%) |
U.S. federal statutory tax rate | 21% | 21% | 21% | 21% |
Liability recorded for unrecognized tax benefits | $ 0 | $ 0 | ||
Unrecognized Tax Benefits | $ 101 | |||
CALIFORNIA | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 14 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 29 | |||
Carryforward for business interest expense | 794 | |||
Tax benefit not recognized from net operating loss carryforwards limited from ownership change | 18 | |||
State and Local Jurisdiction | CALIFORNIA | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 2,400 | |||
Tax credit carryforward | 23 | |||
Tax benefit not recognized from net operating loss carryforwards limited from ownership change | $ 2,000 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) | Jan. 18, 2021 shares |
2021 Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 9,257,740 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 3 | $ 30 | $ 19 |
Income tax benefit | 0 | 0 | 6 | 0 |
General and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 2 | 26 | 17 |
Operating costs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 1 | $ 4 | $ 2 |
STOCK-BASED COMPENSATION - Na_2
STOCK-BASED COMPENSATION - Narrative - Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash-settled Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payments to settle award | $ 0 | $ 8 | $ 6 | $ 0 |
STOCK-BASED COMPENSATION - Na_3
STOCK-BASED COMPENSATION - Narrative - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 10 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Dec. 31, 2022 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Unrecognized compensation expense | $ 10 | |
Weighted-average period over which unrecognized compensation expense is expected to be recognized | 1 year | |
Granted (in dollars per share) | $ 44.31 | |
Restricted Stock Units | Share-Based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.33% | |
Restricted Stock Units | Share-Based Payment Arrangement, Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.33% | |
Restricted Stock Units | Share-Based Payment Arrangement, Tranche Three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.33% | |
Stock-Settled Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in dollars per share) | $ 6.20 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - Restricted Stock Units shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, beginning of year (in shares) | shares | 1,130 |
Granted (in shares) | shares | 20 |
Vested (in shares) | shares | 0 |
Cancelled or Forfeited (in shares) | shares | (29) |
Unvested, end of year (in shares) | shares | 1,121 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, beginning of year (in dollars per share) | $ / shares | $ 25.28 |
Granted (in dollars per share) | $ / shares | 44.31 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled or Forfeited (in dollars per share) | $ / shares | 24.78 |
Unvested, end of year (in dollars per share) | $ / shares | $ 25.64 |
STOCK-BASED COMPENSATION - Na_4
STOCK-BASED COMPENSATION - Narrative - Performance Stock Unit Awards (Details) $ / shares in Units, $ in Millions | 10 Months Ended | 12 Months Ended |
Oct. 31, 2020 $ / shares | Dec. 31, 2022 USD ($) day $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of trading days | day | 60 | |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of trading days | day | 60 | |
Award service period | 3 years | |
Unrecognized compensation expense | $ | $ 7 | |
Weighted-average period over which unrecognized compensation expense is expected to be recognized | 1 year | |
Granted (in dollars per share) | $ / shares | $ 31.76 | |
Performance Stock Units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of payouts target awards | 0% | |
Performance Stock Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of payouts target awards | 100% | |
PSU 2018 Awards | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of payouts target awards | 0% | |
PSU 2018 Awards | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of payouts target awards | 200% | |
Stock-Settled PSU awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in dollars per share) | $ / shares | $ 6.20 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Stock Unit Awards (Details) - Performance Stock Units shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, beginning of year (in shares) | shares | 944 |
Granted (in shares) | shares | 4 |
Cancelled or Forfeited (in shares) | shares | (1) |
Unvested, end of year (in shares) | shares | 947 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, beginning of year (in dollars per share) | $ / shares | $ 20.14 |
Granted (in dollars per share) | $ / shares | 31.76 |
Cancelled or Forfeited (in dollars per share) | $ / shares | 19.31 |
Unvested, end of year (in dollars per share) | $ / shares | $ 20.19 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Percentage of Payouts Target Awards (Details) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend yield | 0% | 0% | ||
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 60% | |||
Dividend yield | 0% | |||
Trading period excluded | 2 months | |||
Performance Stock Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 60% | |||
Risk-free interest rate | 1.59% | 0.16% | ||
Forecast period (in years) | 2 years | 2 years | ||
Expected term | 2 years | |||
Performance Stock Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 65% | |||
Risk-free interest rate | 2.55% | 0.60% | ||
Forecast period (in years) | 3 years | 3 years | ||
Expected term | 3 years |
STOCK-BASED COMPENSATION - Na_5
STOCK-BASED COMPENSATION - Narrative - Long-Term Cash Incentive Awards (Details) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 employee day | Jun. 30, 2021 employee day | Dec. 31, 2022 USD ($) day | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of trading days | day | 60 | ||
Long-Term Cash Incentive Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of non-executive employees | employee | 500 | 500 | |
Number of trading days | day | 60 | 60 | |
Award vesting period | 3 years | 3 years | |
Award service period | 3 years | 3 years | |
Unrecognized compensation expense | $ | $ 16 | ||
Weighted-average period over which unrecognized compensation expense is expected to be recognized | 2 years 3 months 18 days | ||
Grant value of awards forfeited | $ | $ 2 | ||
Long-Term Cash Incentive Awards | Share-Based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Long-Term Cash Incentive Awards | Share-Based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Long-Term Cash Incentive Awards | Share-Based Payment Arrangement, Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Long-Term Cash Incentive Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of payouts target awards | 75% | 75% | |
Long-Term Cash Incentive Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of payouts target awards | 150% | 150% |
STOCK-BASED COMPENSATION - Long
STOCK-BASED COMPENSATION - Long-Term Cash Incentive Awards (Details) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0% | 0% | |
Long-Term Cash Incentive Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 55% | 46% | |
Risk-free interest rate | 4.32% | 4.57% | |
Dividend yield | 0% | 0% | |
Forecast period (in years) | 2 years 6 months | 1 year 6 months | |
Trading period excluded | 2 months | ||
Expected term | 2 years 6 months | 1 year 6 months |
STOCK-BASED COMPENSATION - Na_6
STOCK-BASED COMPENSATION - Narrative - Stock Options (Details) - Stock Options - $ / shares | 10 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent above fair market value | 10% | |
Award term | 7 years | |
Award vesting period | 3 years | |
Granted (in dollars per share) | $ 6.82 | |
Share-Based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.33% | |
Share-Based Payment Arrangement, Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.33% | |
Share-Based Payment Arrangement, Tranche Three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.33% |
STOCK-BASED COMPENSATION - Empl
STOCK-BASED COMPENSATION - Employee Stock Purchase Plan (Details) - shares | 1 Months Ended | 12 Months Ended | ||
May 26, 2020 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate number of common stock shares authorized for issuance (in shares) | 7,275,000 | |||
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
CRC shares issued to Ares-led investor group in a private placement (in shares) | 0 | |||
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of share purchase price of common stock under ESPP | 85% | |||
Aggregate number of common stock shares authorized for issuance (in shares) | 1,250,000 | |||
Shares issued (in shares) | 16,480 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||
Nov. 02, 2022 | Dec. 31, 2020 | Sep. 30, 2022 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 27, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||||
New common stock issued (in shares) | 83,300,000 | 83,319,660 | 83,300,000 | ||||
Stock repurchase program authorized amount | $ 850 | ||||||
Dividends declared, common stock (in dollars per share) | $ 0.2825 | $ 0.17 | $ 0.7925 | $ 0.17 | |||
Total annual dividend anticipated, common stock (in dollars per share) | $ 1.13 | ||||||
Common stock dividends | $ 0 | $ 0 | $ 59 | $ 14 | |||
Shares reserved for future issuance (in shares) | 4,384,182 | ||||||
Warrant exercise price (in dollars per share) | $ 36 | ||||||
Warrant outstanding (in shares) | 4,295,434 | ||||||
Accumulated other comprehensive income | 0 | $ 81 | 72 | ||||
Reorganization, Chapter 11, Fresh-Start Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Accumulated other comprehensive income | $ 23 | ||||||
Benefit Street Partners | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment commitment in joint venture | 50 | ||||||
Benefit Street Partners | Joint Venture With Benefit Street Partners | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment commitment in joint venture | $ 7 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at the beginning of the year (in shares) | 79,299,222 | |
Balance at the end of the year (in shares) | 71,949,742 | 79,299,222 |
Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at the beginning of the year (in shares) | 79,299,222,000 | 83,319,660,000 |
Shares issued from warrant exercises (in shares) | 312,000 | 51,377,000 |
Shares issued for stock-based compensation arrangements (in shares) | 16,480,000 | 18,173,000 |
Shares repurchased (in shares) | (7,366,272,000) | (4,089,988,000) |
Balance at the end of the year (in shares) | 71,949,742,000 | 79,299,222,000 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Equity [Abstract] | |||
Total Number of Shares Purchased (in shares) | 7,366,272 | 4,089,988 | 11,456,260 |
Dollar Value of Shares Purchased | $ 313 | $ 148 | $ 461 |
Average Price Paid per Share (in dollars per share) | $ 42.47 | $ 36.08 | $ 40.19 |
STOCKHOLDERS' EQUITY - Accumula
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,345 | $ 1,688 | $ 1,182 |
Other comprehensive income before taxes | 13 | 80 | |
Tax effects | (4) | 0 | |
Other comprehensive income | (8) | 9 | 80 |
Ending balance | 1,182 | 1,864 | 1,688 |
Accumulated Other Comprehensive (Loss) Income | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | 72 | (8) |
Other comprehensive income | (8) | 9 | 80 |
Ending balance | $ (8) | $ 81 | $ 72 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 day | |
Earnings Per Share [Abstract] | |
Number of trading days | 60 |
EARNINGS PER SHARE - Calculatio
EARNINGS PER SHARE - Calculation of EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator for Basic and Diluted EPS | ||||
Net income (loss) | $ (125) | $ 1,996 | $ 524 | $ 625 |
Net (income) loss attributable to noncontrolling interests | 2 | (107) | 0 | (13) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK | (123) | 1,889 | 524 | 612 |
Less: Net income allocated to participating securities | 0 | (22) | 0 | 0 |
Modification of noncontrolling interest | 0 | 138 | 0 | 0 |
Net income (loss) available to common stockholders - basic | (123) | 2,005 | 524 | 612 |
Net income (loss) available to common stockholders - diluted | $ (123) | $ 2,005 | $ 524 | $ 612 |
Denominator for Basic EPS | ||||
Weighted-average common shares — basic (in shares) | 83.3 | 49.4 | 75.5 | 82 |
Weighted-average common shares — diluted (in shares) | 83.3 | 49.6 | 77.6 | 83 |
EPS | ||||
Basic (in dollars per share) | $ (1.48) | $ 40.59 | $ 6.94 | $ 7.46 |
Diluted (in dollars per share) | $ (1.48) | $ 40.42 | $ 6.75 | $ 7.37 |
Restricted Stock Units | ||||
Potential dilutive common shares: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 0.2 | 0.7 | 0.5 |
Performance Stock Units | ||||
Potential dilutive common shares: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 0 | 0.7 | 0.5 |
Shares issuable upon exercise of warrants which were issued at emergence from bankruptcy | ||||
Potential dilutive common shares: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 0 | 0.7 | 0 |
EARNINGS PER SHARE - Potentiall
EARNINGS PER SHARE - Potentially Dilutive Common Shares (Details) - shares | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive shares | 4,400,000 | 4,000,000 | 0 | 4,400,000 |
Shares issuable upon exercise of warrants which were issued at emergence from bankruptcy | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive shares | 4,400,000 | 1,300,000 | 0 | 4,400,000 |
Shares issuable upon settlement of RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive shares | 0 | 200,000 | 0 | 0 |
Shares issuable upon settlement of PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive shares | 0 | 800,000 | 0 | 0 |
Shares issuable upon exercise of stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive shares | 0 | 1,700,000 | 0 | 0 |
PENSION AND POSTRETIREMENT BE_3
PENSION AND POSTRETIREMENT BENEFIT PLANS - Defined Contribution Plans (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||||
Other long-term liabilities for the supplemental retirement plan | $ 24 | $ 30 | ||
Expenses under provisions of defined contribution and supplemental plans | $ 4 | $ 28 | $ 18 | $ 19 |
PENSION AND POSTRETIREMENT BE_4
PENSION AND POSTRETIREMENT BENEFIT PLANS - Defined Benefit Plan (Details) | Dec. 31, 2022 employee |
Pension Benefits | |
Postretirement and Other Benefit Plans Disclosure | |
Number of employees accruing benefits under defined benefit plans | 60 |
PENSION AND POSTRETIREMENT BE_5
PENSION AND POSTRETIREMENT BENEFIT PLANS - Postretirement Benefit Plans (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Retirement Benefits [Abstract] | |
Decrease in obligation, pension and other postretirement benefits | $ 65 |
PENSION AND POSTRETIREMENT BE_6
PENSION AND POSTRETIREMENT BENEFIT PLANS - Obligations and Funded Status of our Defined Benefit Plans (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Amounts recognized on the balance sheet | |||||
Other long-term liabilities | $ (33) | $ (59) | |||
Pension Benefits | |||||
Amounts recognized on the balance sheet | |||||
Other assets | 2 | 0 | |||
Accrued liabilities | 0 | 0 | |||
Other long-term liabilities | 0 | (15) | |||
Amounts recognized in the consolidated balance sheets, total | 2 | (15) | |||
Amounts recognized in accumulated other comprehensive income (loss), net of tax | 2 | (2) | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of year | 44 | 47 | |||
Service cost—benefits earned during the period | $ 0 | $ 1 | 1 | 1 | |
Interest cost on projected benefit obligation | 0 | 1 | 1 | 1 | |
Actuarial (gain) loss | (12) | 2 | |||
Benefits paid | (4) | (7) | |||
Benefit obligation—beginning of year | 47 | 30 | 44 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||||
Fair value of plan assets—beginning of year | 29 | 32 | |||
Actual return on plan assets | (5) | 2 | |||
Employer contributions | 12 | 2 | |||
Benefits paid | (4) | (7) | |||
Fair value of plan assets—end of year | 32 | 32 | 29 | ||
Net benefit asset (liability) | $ 2 | $ (15) | |||
Discount rate | 5.19% | 2.79% | |||
Pension Benefits | Minimum | |||||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||||
Discount rate | 2.79% | ||||
Pension Benefits | Maximum | |||||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||||
Discount rate | 5.19% | ||||
Postretirement Benefits | |||||
Amounts recognized on the balance sheet | |||||
Other assets | $ 0 | $ 0 | |||
Accrued liabilities | (4) | (4) | |||
Other long-term liabilities | (33) | (44) | |||
Amounts recognized in the consolidated balance sheets, total | (37) | (48) | |||
Amounts recognized in accumulated other comprehensive income (loss), net of tax | 79 | 74 | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Benefit obligation—beginning of year | 49 | 129 | |||
Service cost—benefits earned during the period | 1 | 4 | 2 | 4 | |
Interest cost on projected benefit obligation | 0 | $ 3 | 1 | 3 | |
Actuarial (gain) loss | (12) | (17) | |||
Benefits paid | (2) | (5) | |||
Plan amendment | 0 | (65) | |||
Benefit obligation—beginning of year | 129 | 38 | 49 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||||
Fair value of plan assets—beginning of year | 1 | 0 | |||
Employer contributions | 2 | 6 | |||
Benefits paid | (2) | (5) | |||
Fair value of plan assets—end of year | $ 0 | 1 | 1 | ||
Net benefit asset (liability) | $ (37) | $ (48) | |||
Discount rate | 5.20% | 2.75% | 2.69% | ||
Postretirement Benefits | Minimum | |||||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||||
Discount rate | 2.75% | ||||
Postretirement Benefits | Maximum | |||||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||||
Discount rate | 5.20% |
PENSION AND POSTRETIREMENT BE_7
PENSION AND POSTRETIREMENT BENEFIT PLANS - Obligations and Asset Fair Values (Details) - Pension Benefits - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Pension plans with accumulated benefit obligation in excess of plan assets | ||
Projected benefit obligation | $ 30 | $ 44 |
Accumulated benefit obligation | 27 | 39 |
Fair value of plan assets | $ 32 | $ 29 |
PENSION AND POSTRETIREMENT BE_8
PENSION AND POSTRETIREMENT BENEFIT PLANS - Cost (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Benefits | ||||
Net periodic benefit costs | ||||
Service cost—benefits earned during the period | $ 0 | $ 1 | $ 1 | $ 1 |
Interest cost on projected benefit obligation | 0 | 1 | 1 | 1 |
Expected return on plan assets | 0 | (1) | (1) | (1) |
Amortization of net actuarial gain/loss | 0 | 1 | 0 | 0 |
Settlement costs | 0 | 1 | 0 | 0 |
Net periodic benefit costs | 0 | 3 | 1 | 1 |
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||
Net actuarial gain (loss) | (1) | (1) | 4 | (1) |
Settlement costs | 0 | 1 | 0 | 0 |
Amortization of net actuarial gain/loss | 0 | 1 | 0 | 0 |
Total | (1) | 1 | 4 | (1) |
Postretirement Benefits | ||||
Net periodic benefit costs | ||||
Service cost—benefits earned during the period | 1 | 4 | 2 | 4 |
Interest cost on projected benefit obligation | 0 | 3 | 1 | 3 |
Amortization of net actuarial gain/loss | 0 | 0 | 0 | 0 |
Amortization of prior service cost credit | 0 | 0 | (5) | (1) |
Settlement costs | 0 | 1 | 0 | 0 |
Net periodic benefit costs | 1 | 8 | (2) | 6 |
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||||
Net actuarial gain (loss) | (7) | (2) | 9 | 17 |
Net prior service credit | 0 | 0 | 0 | 65 |
Settlement costs | 0 | 1 | 0 | 0 |
Amortization of net actuarial gain/loss | 0 | 0 | (4) | (1) |
Total | $ (7) | $ (1) | $ 5 | $ 81 |
PENSION AND POSTRETIREMENT BE_9
PENSION AND POSTRETIREMENT BENEFIT PLANS - Assumptions (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Benefits | ||||
Benefit Obligation Assumptions | ||||
Discount rate | 2.79% | 5.19% | 2.79% | |
Rate of compensation increase | 4% | 4% | 4% | |
Net Periodic Benefit Cost Assumptions | ||||
Discount rate | 2.79% | 2.42% | ||
Assumed long-term rate of return on assets | 5.50% | 6.25% | ||
Rate of compensation increase | 4% | 4% | ||
Pension Benefits | Minimum | ||||
Benefit Obligation Assumptions | ||||
Discount rate | 2.79% | |||
Postretirement Benefits | ||||
Benefit Obligation Assumptions | ||||
Discount rate | 2.75% | 2.69% | 5.20% | 2.75% |
Net Periodic Benefit Cost Assumptions | ||||
Discount rate | 2.69% | 2.92% | 2.75% | |
Assumed health care cost trend rates | ||||
U.S. Consumer Price Index (CPI) increase | 2.52% | 2.57% | ||
Postretirement Benefits | Minimum | ||||
Benefit Obligation Assumptions | ||||
Discount rate | 2.75% | |||
Postretirement Benefits | Union employees | ||||
Assumed health care cost trend rates | ||||
Projected healthcare cost rate in 2023 | 7% | |||
Projected healthcare cost rate in 2033 | 4.50% | 4.50% | ||
Projected healthcare cost rate thereafter | 4.50% | 4.50% | ||
Postretirement Benefits | Union employees | Minimum | ||||
Assumed health care cost trend rates | ||||
Projected healthcare cost rate in 2020 | 6% | 6% |
PENSION AND POSTRETIREMENT B_10
PENSION AND POSTRETIREMENT BENEFIT PLANS - Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Target allocation of plan assets | 50% | 65% | |
Debt Securities | |||
Defined Benefit Plan Disclosure | |||
Target allocation of plan assets | 50% | 35% | |
Pension Benefits | |||
Asset Class: | |||
Cash equivalents | $ 5 | ||
Fair value of plan assets | $ 32 | 29 | $ 32 |
Pension Benefits | Level 1 | |||
Asset Class: | |||
Cash equivalents | 5 | ||
Pension Benefits | Level 2 | |||
Asset Class: | |||
Cash equivalents | 0 | ||
Pension Benefits | Level 3 | |||
Asset Class: | |||
Cash equivalents | 0 | ||
Pension Benefits | Pension Plan Assets - Gross | |||
Asset Class: | |||
Fair value of plan assets | 32 | 29 | |
Pension Benefits | Pension Plan Assets - Gross | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 0 | 17 | |
Pension Benefits | Pension Plan Assets - Gross | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 32 | 7 | |
Pension Benefits | Pension Plan Assets - Gross | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 0 | 5 | |
Pension Benefits | Bonds | |||
Asset Class: | |||
Fair value of plan assets | 17 | 2 | |
Pension Benefits | Bonds | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 0 | 0 | |
Pension Benefits | Bonds | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 17 | 2 | |
Pension Benefits | Bonds | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 0 | 0 | |
Pension Benefits | Commodities | |||
Asset Class: | |||
Fair value of plan assets | 1 | 3 | |
Pension Benefits | Commodities | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 0 | 0 | |
Pension Benefits | Commodities | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 1 | 3 | |
Pension Benefits | Commodities | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 0 | 0 | |
Pension Benefits | U.S. equity | |||
Asset Class: | |||
Fair value of plan assets | 4 | ||
Pension Benefits | U.S. equity | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | U.S. equity | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 4 | ||
Pension Benefits | U.S. equity | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | International equity | |||
Asset Class: | |||
Fair value of plan assets | 10 | 2 | |
Pension Benefits | International equity | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 0 | 0 | |
Pension Benefits | International equity | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 10 | 2 | |
Pension Benefits | International equity | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 0 | 0 | |
Pension Benefits | Bond funds | |||
Asset Class: | |||
Fair value of plan assets | 5 | ||
Pension Benefits | Bond funds | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 5 | ||
Pension Benefits | Bond funds | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | Bond funds | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | Value funds | |||
Asset Class: | |||
Fair value of plan assets | 2 | ||
Pension Benefits | Value funds | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 2 | ||
Pension Benefits | Value funds | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | Value funds | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | Growth funds | |||
Asset Class: | |||
Fair value of plan assets | 5 | ||
Pension Benefits | Growth funds | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 5 | ||
Pension Benefits | Growth funds | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | Growth funds | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | Guaranteed deposit account | |||
Asset Class: | |||
Fair value of plan assets | 5 | ||
Pension Benefits | Guaranteed deposit account | Level 1 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | Guaranteed deposit account | Level 2 | |||
Asset Class: | |||
Fair value of plan assets | 0 | ||
Pension Benefits | Guaranteed deposit account | Level 3 | |||
Asset Class: | |||
Fair value of plan assets | 5 | ||
Postretirement Benefits | |||
Asset Class: | |||
Fair value of plan assets | $ 1 | $ 1 | $ 0 |
Postretirement Benefits | Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Target allocation of plan assets | 40% | ||
Postretirement Benefits | Debt Securities | |||
Defined Benefit Plan Disclosure | |||
Target allocation of plan assets | 60% | ||
Postretirement Benefits | Mutual funds | |||
Asset Class: | |||
Fair value of plan assets | $ 1 |
PENSION AND POSTRETIREMENT B_11
PENSION AND POSTRETIREMENT BENEFIT PLANS - Benefit Payments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Pension Benefits | |
Estimated future undiscounted benefit payments | |
2023 | $ 7 |
2024 | 2 |
2025 | 2 |
2026 | 2 |
2027 | 2 |
2028 to 2032 Payouts | 10 |
Postretirement Benefits | |
Defined Benefit Plan Disclosure | |
Expected contribution in 2022 | 5 |
Estimated future undiscounted benefit payments | |
2023 | 5 |
2024 | 4 |
2025 | 4 |
2026 | 3 |
2027 | 3 |
2028 to 2032 Payouts | $ 12 |
REVENUE - Commodity Sales Contr
REVENUE - Commodity Sales Contracts (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Typical term of payment following invoicing | 30 days |
CHAPTER 11 PROCEEDINGS - Commen
CHAPTER 11 PROCEEDINGS - Commencement of Bankruptcy Proceedings (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Oct. 27, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Gain on settlement of liabilities subject to compromise | $ 0 | $ 4,022 | $ 0 | $ 0 | |
Second Lien Notes | 8% Notes Due 2022 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 8% | ||||
Senior Notes (Unsecured) | 5.5% Senior Notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 5.50% | ||||
Senior Notes (Unsecured) | 6% Senior Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 6% | ||||
2017 Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Gain on settlement of liabilities subject to compromise | $ 4,000 |
CHAPTER 11 PROCEEDINGS - Debtor
CHAPTER 11 PROCEEDINGS - Debtor-in-Possession Credit Agreements (Details) - USD ($) $ in Millions | Oct. 27, 2020 | Oct. 31, 2020 | Jul. 23, 2020 |
Debt Instrument [Line Items] | |||
Debtor-in-possession financing | $ 0 | ||
Subscription Rights | |||
Debt Instrument [Line Items] | |||
Proceeds from common stock issued | $ 450 | ||
Line of Credit | Subscription Rights | |||
Debt Instrument [Line Items] | |||
Proceeds from common stock issued | $ 450 | ||
Line of Credit | Senior DIP Facility | |||
Debt Instrument [Line Items] | |||
Debtor-in-possession financing | $ 483 | ||
Upfront fees on commitment | 1% | ||
Commitment fees | 0.50% | ||
Line of Credit | Senior DIP Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.50% | ||
Line of Credit | Senior DIP Facility | Alternative Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.50% | ||
Line of Credit | Senior DIP Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debtor-in-possession financing | 250 | ||
Line of Credit | Senior DIP Facility | Letters of Credit | |||
Debt Instrument [Line Items] | |||
Debtor-in-possession financing | 150 | ||
Line of Credit | Senior DIP Facility | Term Loan | |||
Debt Instrument [Line Items] | |||
Debtor-in-possession financing | $ 83 | 83 | |
Line of Credit | Senior DIP Facility | Additional Letters Of Credit | |||
Debt Instrument [Line Items] | |||
Debtor-in-possession financing | 35 | ||
Line of Credit | Junior DIP Facility | |||
Debt Instrument [Line Items] | |||
Debtor-in-possession financing | $ 650 | ||
Upfront fees on commitment | 1% | ||
Line of Credit | Junior DIP Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 9% | ||
Line of Credit | Junior DIP Facility | Alternative Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 8% | ||
Line of Credit | Senior DIP And Junior DIP Credit Agreements | |||
Debt Instrument [Line Items] | |||
Percentage of debt hedged by price risk derivatives | 25% | ||
Line of Credit | Second Lien Notes | Lien Notes | |||
Debt Instrument [Line Items] | |||
Proceeds from debt | $ 200 |
CHAPTER 11 PROCEEDINGS - Ares J
CHAPTER 11 PROCEEDINGS - Ares JV Settlement Agreement and Noncontrolling Interest (Details) $ in Millions | 1 Months Ended | |||
Oct. 31, 2020 USD ($) | Oct. 27, 2020 USD ($) | Feb. 28, 2018 MW MMcf | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||
Redeemable noncontrolling interest, equity, preferred, redemption value | $ 138 | |||
EHP Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from common stock issued | $ 17.3 | $ 17.3 | ||
Cash acquired | $ 2 | $ 2 | ||
Percentage of common acquired | 20.80% | |||
EHP Notes | Senior Notes (Unsecured) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 300 | |||
Ares JV | Class A common interest | ||||
Debt Instrument [Line Items] | ||||
Percentage of common interest held by CRC | 50% | |||
Ares JV | Class A common interest | ECR | ||||
Debt Instrument [Line Items] | ||||
Percentage of common interest held by ECR | 50% | |||
Ares JV | Class C common interest | ||||
Debt Instrument [Line Items] | ||||
Percentage of common interest held by CRC | 95.25% | |||
Ares JV | Class C common interest | ECR | ||||
Debt Instrument [Line Items] | ||||
Percentage of common interest held by ECR | 4.75% | |||
Ares JV | Class B preferred interest | ECR | ||||
Debt Instrument [Line Items] | ||||
Percentage of common interest held by ECR | 100% | |||
Natural gas power and Gas processing plants | Ares JV | ||||
Debt Instrument [Line Items] | ||||
Power plant capacity | MW | 550 | |||
Gas processing plant capacity | MMcf | 200 |
CHAPTER 11 PROCEEDINGS - Change
CHAPTER 11 PROCEEDINGS - Changes in Noncontrolling Interests (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity | ||||
Beginning balance | $ 1,345 | $ (296) | $ 1,688 | $ 1,182 |
Net income (loss) attributable to noncontrolling interests | (2) | 13 | 0 | 13 |
Ending balance | 1,182 | 1,345 | 1,864 | 1,688 |
Equity Attributable to Noncontrolling Interests | ||||
Stockholders' Equity | ||||
Beginning balance | 76 | 93 | 0 | 44 |
Net income (loss) attributable to noncontrolling interests | 13 | |||
Distributions to noncontrolling interest holders | (37) | |||
Modification of noncontrolling interest | 0 | |||
Acquisition of noncontrolling interest | 0 | |||
Fair value adjustment of noncontrolling interest in fresh start accounting | 7 | |||
Ending balance | 44 | 76 | $ 0 | $ 0 |
Equity Attributable to Noncontrolling Interests | Ares JV | ||||
Stockholders' Equity | ||||
Beginning balance | 0 | 0 | ||
Net income (loss) attributable to noncontrolling interests | 3 | |||
Distributions to noncontrolling interest holders | (3) | |||
Modification of noncontrolling interest | 0 | |||
Acquisition of noncontrolling interest | 0 | |||
Fair value adjustment of noncontrolling interest in fresh start accounting | 0 | |||
Ending balance | 0 | |||
Equity Attributable to Noncontrolling Interests | Benefit Street Partners | ||||
Stockholders' Equity | ||||
Beginning balance | $ 76 | 93 | ||
Net income (loss) attributable to noncontrolling interests | 10 | |||
Distributions to noncontrolling interest holders | (34) | |||
Modification of noncontrolling interest | 0 | |||
Acquisition of noncontrolling interest | 0 | |||
Fair value adjustment of noncontrolling interest in fresh start accounting | 7 | |||
Ending balance | $ 76 |
CHAPTER 11 PROCEEDINGS - Mezzan
CHAPTER 11 PROCEEDINGS - Mezzanine Equity (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance | $ 0 | |||
Net income (loss) attributable to noncontrolling interests | 0 | $ 94 | $ 0 | $ 0 |
Distributions to noncontrolling interest holders | (30) | (37) | $ (50) | |
Ending balance | 0 | |||
Mezzanine Equity - Redeemable Noncontrolling Interest | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance | 0 | 802 | ||
Net income (loss) attributable to noncontrolling interests | 94 | |||
Distributions to noncontrolling interest holders | (67) | |||
Modification of noncontrolling interest | (138) | |||
Acquisition of noncontrolling interest | (691) | |||
Fair value adjustment of noncontrolling interest in fresh start accounting | 0 | |||
Ending balance | 0 | |||
Mezzanine Equity - Redeemable Noncontrolling Interest | Ares JV | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance | $ 0 | 802 | ||
Net income (loss) attributable to noncontrolling interests | 94 | |||
Distributions to noncontrolling interest holders | (67) | |||
Modification of noncontrolling interest | (138) | |||
Acquisition of noncontrolling interest | (691) | |||
Fair value adjustment of noncontrolling interest in fresh start accounting | 0 | |||
Ending balance | $ 0 |
CHAPTER 11 PROCEEDINGS - Rights
CHAPTER 11 PROCEEDINGS - Rights Offering and Backstop (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 27, 2020 | Dec. 31, 2022 | Oct. 31, 2020 | Jul. 15, 2020 |
Debt Instrument [Line Items] | ||||
New common stock issued (in shares) | 83,300,000 | 83,319,660 | 83,300,000 | |
Subscription Rights | ||||
Debt Instrument [Line Items] | ||||
Proceeds from common stock issued | $ 450 | |||
Common stock price per share (in dollars per share) | $ 13 | |||
New common stock issued (in shares) | 34,600,000 | |||
Rights Offering | Backstop Commitment Agreement | ||||
Debt Instrument [Line Items] | ||||
New common stock issued (in shares) | 38,100,000 | |||
Subscription Right, Backstop Commitment Agreement | ||||
Debt Instrument [Line Items] | ||||
New common stock issued (in shares) | 3,500,000 | |||
Subscription Right, Backstop Commitment Agreement | Backstop Commitment Agreement | ||||
Debt Instrument [Line Items] | ||||
New common stock issued (in shares) | 3,500,000 |
CHAPTER 11 PROCEEDINGS - Emerge
CHAPTER 11 PROCEEDINGS - Emergence (Details) $ in Millions | Oct. 31, 2020 USD ($) shares | Oct. 27, 2020 USD ($) director shares | Dec. 31, 2022 shares |
Debt Instrument [Line Items] | |||
New common stock issued (in shares) | 83,300,000 | 83,300,000 | 83,319,660 |
Shares reserved for future issuance (in shares) | 4,384,182 | ||
Shares reserved for issuance of incentive plan | 9,300,000 | ||
Number of existing directors remained | director | 1 | ||
Number of new directors | director | 7 | ||
Subscription Rights | |||
Debt Instrument [Line Items] | |||
New common stock issued (in shares) | 34,600,000 | ||
Exchange of issuance of common stock | $ | $ 446 | ||
Payments for issuance costs net of fee | $ | $ 4 | ||
Subscription Right, Backstop Commitment Agreement | |||
Debt Instrument [Line Items] | |||
New common stock issued (in shares) | 3,500,000 | ||
2017 Credit Agreement | |||
Debt Instrument [Line Items] | |||
New common stock issued (in shares) | 22,700,000 | ||
2016 Credit Agreement, Second Lien Notes, 2021 Notes And 2024 Notes | |||
Debt Instrument [Line Items] | |||
New common stock issued (in shares) | 4,400,000 | ||
EHP Notes | |||
Debt Instrument [Line Items] | |||
Cash acquired | $ | $ 2 | $ 2 | |
Junior DIP Facility | |||
Debt Instrument [Line Items] | |||
New common stock issued (in shares) | 821,000 | ||
Ares JV | |||
Debt Instrument [Line Items] | |||
New common stock issued (in shares) | 17,300,000 |
FRESH START ACCOUNTING - Narrat
FRESH START ACCOUNTING - Narrative (Details) - USD ($) $ in Billions | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Percentage of voting shares received by existing holders | 50% | |
Enterprise value of successor company approved by bankruptcy court | $ 2.5 | |
Dividend yield | 0% | 0% |
Minimum | ||
Debt Instrument [Line Items] | ||
Enterprise value of successor company approved by bankruptcy court | $ 2.2 | |
Incremental borrowing rate | 4% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Enterprise value of successor company approved by bankruptcy court | $ 2.8 | |
Incremental borrowing rate | 5% |
FRESH START ACCOUNTING - Reconc
FRESH START ACCOUNTING - Reconciliation of Enterprise Value to Estimated Fair Value (Details) - USD ($) $ in Millions | Oct. 31, 2020 | Oct. 27, 2020 |
Reorganizations [Abstract] | ||
Fair value of total equity upon emergence | $ 1,345 | |
Fair value of long-term debt | 725 | |
Fair value of asset retirement obligations | 593 | |
Less: Unrestricted cash | (163) | |
Enterprise value | 2,500 | |
Add: Unrestricted cash | 163 | |
Add: Current liabilities | 396 | |
Add: Other long-term liabilities | 231 | |
Less: Other | (2) | |
Reorganization value | 3,288 | |
Cash used temporarily | $ 118 | $ 118 |
Current liabilities | 50 | |
Other long-term Liabilities | $ 543 |
FRESH START ACCOUNTING - Schedu
FRESH START ACCOUNTING - Schedule of Fresh Start Adjustments to the Balance Sheet (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Oct. 31, 2020 | Oct. 27, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 23, 2020 | Dec. 31, 2019 | |
CURRENT ASSETS | ||||||||
Cash | $ 203 | $ 203 | $ 307 | $ 305 | ||||
Trade receivables | 149 | 149 | ||||||
Inventories | 61 | 61 | 60 | 60 | ||||
Other current assets, net | 102 | 102 | 133 | 121 | ||||
Total current assets | 515 | 515 | 864 | 753 | ||||
PROPERTY, PLANT AND EQUIPMENT | 2,682 | 2,682 | 3,228 | 2,845 | ||||
Accumulated depreciation, depletion and amortization | 0 | 0 | (442) | (246) | ||||
Total property, plant and equipment, net | 2,682 | 2,682 | 2,786 | 2,599 | ||||
OTHER ASSETS | 91 | 91 | ||||||
TOTAL ASSETS | 3,288 | 3,288 | 3,967 | 3,846 | ||||
CURRENT LIABILITIES | ||||||||
Debtor-in-possession financing | 0 | 0 | ||||||
Accounts payable | 215 | 215 | 345 | 266 | ||||
Accrued liabilities | 231 | 231 | 298 | 297 | ||||
Total current liabilities | 446 | 446 | 894 | 854 | ||||
Long-term debt, net | 723 | 723 | 592 | 589 | ||||
OTHER LONG-TERM LIABILITIES | 774 | 774 | ||||||
LIABILITIES SUBJECT TO COMPROMISE | 0 | 0 | ||||||
MEZZANINE EQUITY | ||||||||
Redeemable noncontrolling interests | 0 | 0 | ||||||
STOCKHOLDERS' EQUITY | ||||||||
Preferred stock | 0 | 0 | 0 | 0 | ||||
Par value | 1 | 1 | 1 | 1 | ||||
Additional paid-in capital | 1,253 | 1,253 | 1,305 | 1,288 | ||||
Warrants | 15 | 15 | ||||||
Retained earnings | 0 | 0 | 938 | 475 | ||||
Accumulated other comprehensive income | 0 | 0 | 81 | 72 | ||||
Total stockholders' equity | 1,269 | 1,269 | 1,864 | 1,688 | ||||
Equity attributable to noncontrolling interests | 76 | 76 | ||||||
Total stockholders' equity | 1,345 | $ 1,182 | 1,345 | 1,864 | 1,688 | $ (296) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 3,288 | 3,288 | 3,967 | 3,846 | ||||
Amount reserved for legal and professional fees | 18 | 18 | ||||||
Debtor-in-possession financing, borrowings outstanding | 733 | 733 | ||||||
Debtor-in-possession financing | 0 | 0 | ||||||
Legal, professional and other, net | 15 | $ 3 | $ 43 | $ 0 | 6 | |||
Payment of accrued interest and bank fees | $ 1 | |||||||
New common stock issued (in shares) | 83,300,000 | 83,300,000 | 83,300,000 | 83,319,660 | ||||
Asset retirement obligations | $ 59 | 51 | ||||||
Asset retirement obligations | 432 | 438 | ||||||
Operating lease liability | $ 52 | $ 37 | ||||||
EHP Notes | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Proceeds from common stock issued | $ 17.3 | $ 17.3 | ||||||
Cash acquired | 2 | $ 2 | ||||||
Revolving Credit Facility | Line of Credit | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Restricted cash | 158 | $ 158 | ||||||
Revolving Credit Facility | Letters of Credit | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Proceeds from long-term lines of credit | 118 | |||||||
Revolving Credit Facility | Letters of Credit | J V Partner | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Proceeds from long-term lines of credit | 22 | |||||||
Line of Credit | Senior DIP Facility | ||||||||
CURRENT LIABILITIES | ||||||||
Debtor-in-possession financing | $ 483 | |||||||
STOCKHOLDERS' EQUITY | ||||||||
Debtor-in-possession financing | 483 | |||||||
Line of Credit | Letters of Credit | Senior DIP Facility | ||||||||
CURRENT LIABILITIES | ||||||||
Debtor-in-possession financing | 150 | |||||||
STOCKHOLDERS' EQUITY | ||||||||
Debtor-in-possession financing | 150 | |||||||
Line of Credit | Term Loan | Senior DIP Facility | ||||||||
CURRENT LIABILITIES | ||||||||
Debtor-in-possession financing | 83 | 83 | 83 | |||||
STOCKHOLDERS' EQUITY | ||||||||
Debtor-in-possession financing | 83 | 83 | $ 83 | |||||
Junior DIP Facility | Line of Credit | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Short-term debt borrowing | 650 | 650 | ||||||
Predecessor | ||||||||
CURRENT ASSETS | ||||||||
Cash | 106 | 106 | ||||||
Trade receivables | 149 | 149 | ||||||
Inventories | 61 | 61 | ||||||
Other current assets, net | 104 | 104 | ||||||
Total current assets | 420 | 420 | ||||||
PROPERTY, PLANT AND EQUIPMENT | 22,918 | 22,918 | ||||||
Accumulated depreciation, depletion and amortization | (18,588) | (18,588) | ||||||
Total property, plant and equipment, net | 4,330 | 4,330 | ||||||
OTHER ASSETS | 77 | 77 | ||||||
TOTAL ASSETS | 4,827 | 4,827 | ||||||
CURRENT LIABILITIES | ||||||||
Debtor-in-possession financing | 733 | 733 | ||||||
Accounts payable | 215 | 215 | ||||||
Accrued liabilities | 233 | 233 | ||||||
Total current liabilities | 1,181 | 1,181 | ||||||
Long-term debt, net | 0 | 0 | ||||||
OTHER LONG-TERM LIABILITIES | 725 | 725 | ||||||
LIABILITIES SUBJECT TO COMPROMISE | 4,516 | 4,516 | ||||||
MEZZANINE EQUITY | ||||||||
Redeemable noncontrolling interests | 691 | 691 | ||||||
STOCKHOLDERS' EQUITY | ||||||||
Preferred stock | 0 | 0 | ||||||
Par value | 0 | 0 | ||||||
Additional paid-in capital | 5,149 | 5,149 | ||||||
Retained earnings | (7,481) | (7,481) | ||||||
Accumulated other comprehensive income | (23) | (23) | ||||||
Total stockholders' equity | (2,355) | (2,355) | ||||||
Equity attributable to noncontrolling interests | 69 | 69 | ||||||
Total stockholders' equity | (2,286) | (2,286) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 4,827 | 4,827 | ||||||
Debtor-in-possession financing | 733 | 733 | ||||||
Reorganization Adjustments | ||||||||
CURRENT ASSETS | ||||||||
Cash | 97 | 97 | ||||||
Other current assets, net | (2) | (2) | ||||||
Total current assets | 95 | 95 | ||||||
OTHER ASSETS | 18 | 18 | ||||||
TOTAL ASSETS | 113 | 113 | ||||||
CURRENT LIABILITIES | ||||||||
Debtor-in-possession financing | (733) | (733) | ||||||
Accrued liabilities | (16) | (16) | ||||||
Total current liabilities | (749) | (749) | ||||||
Long-term debt, net | 723 | 723 | ||||||
LIABILITIES SUBJECT TO COMPROMISE | (4,516) | (4,516) | ||||||
MEZZANINE EQUITY | ||||||||
Redeemable noncontrolling interests | (691) | (691) | ||||||
STOCKHOLDERS' EQUITY | ||||||||
Par value | 1 | 1 | ||||||
Additional paid-in capital | (5,149) | (5,149) | ||||||
Additional paid-in capital | 1,253 | 1,253 | ||||||
Warrants | 15 | 15 | ||||||
Retained earnings | 9,226 | 9,226 | ||||||
Total stockholders' equity | 5,346 | 5,346 | ||||||
Total stockholders' equity | 5,346 | 5,346 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 113 | 113 | ||||||
Debtor-in-possession financing | (733) | (733) | ||||||
Reorganization, Chapter 11, Fresh-Start Adjustment | ||||||||
CURRENT ASSETS | ||||||||
PROPERTY, PLANT AND EQUIPMENT | (20,236) | (20,236) | ||||||
Accumulated depreciation, depletion and amortization | 18,588 | 18,588 | ||||||
Total property, plant and equipment, net | (1,648) | (1,648) | ||||||
OTHER ASSETS | (4) | (4) | ||||||
TOTAL ASSETS | (1,652) | (1,652) | ||||||
CURRENT LIABILITIES | ||||||||
Accrued liabilities | 14 | 14 | ||||||
Total current liabilities | 14 | 14 | ||||||
OTHER LONG-TERM LIABILITIES | 49 | 49 | ||||||
STOCKHOLDERS' EQUITY | ||||||||
Retained earnings | (1,745) | (1,745) | ||||||
Accumulated other comprehensive income | 23 | 23 | ||||||
Total stockholders' equity | (1,722) | (1,722) | ||||||
Equity attributable to noncontrolling interests | 7 | 7 | ||||||
Total stockholders' equity | (1,715) | (1,715) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | (1,652) | (1,652) | ||||||
Asset retirement obligations | 20 | 20 | ||||||
Decrease in liability for self-insured medical | 5 | 5 | ||||||
Asset retirement obligations | 36 | 36 | ||||||
Environmental and other abandonment obligations | 8 | 8 | ||||||
Operating lease liability | $ 5 | $ 5 |
FRESH START ACCOUNTING - Sche_2
FRESH START ACCOUNTING - Schedule of Net Change in Cash (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||
Proceeds from Revolving Credit Facility | $ 225 | ||||
Proceeds from Subscription Rights and Backstop Commitment, net | 446 | ||||
Proceeds from Second Lien Term Loan | 200 | ||||
Repayments of debtor-in-possession facilities | (733) | $ 0 | $ (802) | $ 0 | $ 0 |
Payment of legal, professional and other fees | (15) | (3) | (43) | 0 | (6) |
Debtor-in-possession financing costs | $ 0 | $ (25) | $ 0 | $ 0 | |
Acquisition of noncontrolling interest as part of the Settlement Agreement | (2) | ||||
Distribution to noncontrolling interest holder | (3) | ||||
Payment of accrued interest and bank fees | (1) | ||||
Net change | 97 | ||||
Second Lien Notes | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Debtor-in-possession financing costs | (2) | ||||
Revolving Credit Facility | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Debtor-in-possession financing costs | $ (18) |
FRESH START ACCOUNTING - Sche_3
FRESH START ACCOUNTING - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 |
Debt | |||
Principal amount of debt | $ 600 | $ 600 | $ 725 |
Debt issuance costs | (8) | (11) | (2) |
Long-term debt, net | 592 | 589 | 723 |
Senior Notes (Unsecured) | |||
Debt | |||
Principal amount of debt | 600 | 600 | |
Second Lien Notes | Lien Notes | |||
Debt | |||
Principal amount of debt | 200 | ||
EHP Notes | Senior Notes (Unsecured) | |||
Debt | |||
Principal amount of debt | 300 | ||
Revolving Credit Facility | Line of Credit | |||
Debt | |||
Principal amount of debt | $ 0 | $ 0 | $ 225 |
FRESH START ACCOUNTING - Liabil
FRESH START ACCOUNTING - Liabilities Subject to Compromise (Details) $ in Millions | Oct. 31, 2020 USD ($) |
Reorganization, Chapter 11 [Line Items] | |
Total liabilities subject to compromise | $ 0 |
Predecessor | |
Reorganization, Chapter 11 [Line Items] | |
Accrued interest | 164 |
Total liabilities subject to compromise | 4,516 |
2017 Credit Agreement | |
Reorganization, Chapter 11 [Line Items] | |
Liabilities subject to compromise gross | 1,300 |
2016 Credit Agreement | |
Reorganization, Chapter 11 [Line Items] | |
Liabilities subject to compromise gross | 1,000 |
Second Lien Notes | |
Reorganization, Chapter 11 [Line Items] | |
Liabilities subject to compromise gross | 1,808 |
Senior Notes (Unsecured) | 5.5% Senior Notes due 2021 | |
Reorganization, Chapter 11 [Line Items] | |
Liabilities subject to compromise gross | 100 |
Senior Notes (Unsecured) | 6% Senior Notes due 2024 | |
Reorganization, Chapter 11 [Line Items] | |
Liabilities subject to compromise gross | $ 144 |
FRESH START ACCOUNTING - Sche_4
FRESH START ACCOUNTING - Schedule Equity Attributable to Common Stock at Emergence (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 |
Reorganizations [Abstract] | |||
Par value | $ 1 | $ 1 | $ 1 |
Additional paid-in capital | 1,305 | 1,288 | 1,253 |
Warrants | 15 | ||
Total stockholders' equity | $ 1,864 | $ 1,688 | $ 1,269 |
FRESH START ACCOUNTING - Proper
FRESH START ACCOUNTING - Property, Plant and Equipment (Details) $ in Millions | Oct. 31, 2020 USD ($) |
Reorganization, Chapter 11 [Line Items] | |
Total PP&E | $ 2,682 |
Proved oil and natural gas properties | |
Reorganization, Chapter 11 [Line Items] | |
Total PP&E | 2,409 |
Facilities and other | |
Reorganization, Chapter 11 [Line Items] | |
Total PP&E | $ 273 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 23, 2023 | Nov. 02, 2022 | Feb. 24, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | |
Subsequent Event [Line Items] | |||||||
Dividends declared, common stock (in dollars per share) | $ 0.2825 | $ 0.17 | $ 0.7925 | $ 0.17 | |||
Stock repurchase program authorized amount | $ 850 | ||||||
Deferred tax assets, valuation allowance | $ 35 | $ 0 | |||||
Restricted Stock Units | |||||||
Subsequent Event [Line Items] | |||||||
Granted (in shares) | 20,000 | ||||||
Award vesting period | 3 years | ||||||
Restricted Stock Units | Share-Based Payment Arrangement, Tranche One | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Restricted Stock Units | Share-Based Payment Arrangement, Tranche Two | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Restricted Stock Units | Share-Based Payment Arrangement, Tranche Three | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Performance Stock Units | |||||||
Subsequent Event [Line Items] | |||||||
Granted (in shares) | 4,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared, common stock (in dollars per share) | $ 0.2825 | ||||||
Deferred tax assets, valuation allowance | $ 35 | ||||||
Subsequent Event | Restricted Stock Units | Certain Executives | |||||||
Subsequent Event [Line Items] | |||||||
Granted (in shares) | 329,000,000 | ||||||
Subsequent Event | Restricted Stock Units | Certain Executives | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Award vesting period | 2 years | ||||||
Subsequent Event | Restricted Stock Units | Certain Executives | Minimum | Share-Based Payment Arrangement, Tranche One | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 50% | ||||||
Subsequent Event | Restricted Stock Units | Certain Executives | Minimum | Share-Based Payment Arrangement, Tranche Two | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 50% | ||||||
Subsequent Event | Restricted Stock Units | Certain Executives | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Subsequent Event | Restricted Stock Units | Certain Executives | Maximum | Share-Based Payment Arrangement, Tranche One | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Subsequent Event | Restricted Stock Units | Certain Executives | Maximum | Share-Based Payment Arrangement, Tranche Two | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Subsequent Event | Restricted Stock Units | Certain Executives | Maximum | Share-Based Payment Arrangement, Tranche Three | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Subsequent Event | Performance Stock Units | Certain Executives | |||||||
Subsequent Event [Line Items] | |||||||
Granted (in shares) | 493,000 | ||||||
Subsequent Event | Share Repurchase Program | |||||||
Subsequent Event [Line Items] | |||||||
Stock repurchase program, increase in authorized amount | $ 250 | ||||||
Stock repurchase program authorized amount | $ 1,100 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax valuation allowance | ||||
VALUATION AND QUALIFYING ACCOUNTS | ||||
Balance at Beginning of Period | $ 511 | $ 646 | $ 0 | $ 549 |
Charged (Credited) to Costs and Expenses | 35 | (571) | 35 | (526) |
Charged (Credited) to Other Accounts | 3 | 436 | 0 | (23) |
Deductions | 0 | 0 | 0 | 0 |
Balance at End of Period | 549 | 511 | 35 | 0 |
Other asset valuation allowance | ||||
VALUATION AND QUALIFYING ACCOUNTS | ||||
Balance at Beginning of Period | 0 | 22 | 0 | 0 |
Charged (Credited) to Costs and Expenses | 0 | (22) | 1 | 0 |
Charged (Credited) to Other Accounts | 0 | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 | 0 |
Balance at End of Period | $ 0 | $ 0 | $ 1 | $ 0 |