View Filing Data

Print Document View Excel Document

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2019	Aug. 05, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2019
Document Transition Report	false
Entity File Number	1-13245
Entity Registrant Name	PIONEER NATURAL RESOURCES CO
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-2702753
Entity Address, Address Line One	5205 N. O'Connor Blvd.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	972
Local Phone Number	444-9001
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	PXD
Security Exchange Name	NYSE
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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		167,143,628
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001038357

Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 643	$ 825
Restricted cash	75	0
Short-term investments	0	443
Accounts receivable:
Trade, net	783	694
Due from affiliates	6	120
Income taxes receivable	6	7
Inventories	249	242
Derivatives	49	52
Investment in affiliate	344	172
Other	20	25
Total current assets	2,175	2,580
Oil and gas properties, successful efforts method of accounting:
Proved properties	21,271	21,165
Unproved properties	606	601
Accumulated depletion, depreciation and amortization	(7,875)	(8,218)
Total oil and gas properties, net	14,002	13,548
Other property and equipment, net	1,035	1,291
Operating lease right-of-use assets	332	0
Long-term investments	0	125
Goodwill	262	264
Derivatives	10	0
Other assets	290	95
Total Assets	18,106	17,903
Accounts payable:
Trade	1,324	1,441
Due to affiliates	248	183
Interest payable	53	53
Income taxes payable	0	2
Current portion of long-term debt	449	0
Derivatives	15	27
Operating leases	141
Other	295	112
Total current liabilities	2,525	1,818
Long-term debt	1,837	2,284
Deferred income taxes	1,208	1,152
Operating leases	195
Other liabilities	465	538
Equity:
Common stock, $.01 par value	2	2
Additional paid-in capital	9,124	9,062
Treasury stock at cost	(847)	(423)
Retained earnings	3,597	3,470
Total equity	11,876	12,111
Commitments and contingencies
Total Liabilities and Equity	$ 18,106	$ 17,903

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	174,877,208	174,321,171
Treasury stock, shares	7,755,710	4,822,069

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenues and other income:
Revenue	$ 2,379	$ 2,381	$ 4,624	$ 4,718
Interest and other income (loss), net	(11)	9	181	26
Derivative gain (loss), net	43	(358)	29	(566)
Gain (loss) on disposition of assets, net	(488)	79	(498)	83
Total revenues and other income	1,923	2,111	4,336	4,261
Costs and expenses:
Production and ad valorem taxes	69	70	136	146
Depletion, depreciation and amortization	412	378	833	735
Impairment of oil and gas properties	0	77	0	77
Exploration and abandonments	15	28	35	63
General and administrative	80	95	174	185
Accretion of discount on asset retirement obligations	2	4	5	8
Interest	29	32	59	68
Other	211	76	358	133
Costs and Expenses	2,139	2,029	4,099	3,951
Income (loss) before income taxes	(216)	82	237	310
Income tax benefit (provision)	47	(19)	(56)	(69)
Net income (loss)	(169)	63	181	241
Net loss attributable to noncontrolling interests	0	3	0	3
Net income (loss) attributable to common stockholders	$ (169)	$ 66	$ 181	$ 244
Net income per share attributable to common stockholders:
Basic and diluted net income (loss) per share attributable to common stockholders (usd per share)	$ (1.01)	$ 0.38	$ 1.07	$ 1.42
Weighted average shares outstanding:
Basic (shares)	168	170	168	170
Diluted (shares)	168	171	169	171
Dividends declared per share (usd per share)	$ 0	$ 0	$ 0.32	$ 0.16
Oil and gas
Revenues and other income:
Revenue	$ 1,196	$ 1,286	$ 2,332	$ 2,552
Costs and expenses:
Costs and expenses	219	243	440	456
Sales of purchased oil and gas
Revenues and other income:
Revenue	1,183	1,095	2,292	2,166
Costs and expenses:
Costs and expenses	$ 1,102	$ 1,026	$ 2,059	$ 2,080

Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Retained Earnings	Noncontrolling Interests
Beginning Balance (shares) at Dec. 31, 2017		170,189
Beginning Balance at Dec. 31, 2017	$ 11,279	$ 2	$ 8,974	$ (249)	$ 2,547	$ 5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared	(27)				(27)
Purchases of treasury stock (shares)		(262)
Purchases of treasury stock	(45)			(45)
Stock-based compensation costs:
Issued awards (shares)		492
Compensation costs included in net loss	17		17
Net income	178				178
Ending Balance (shares) at Mar. 31, 2018		170,419
Ending Balance at Mar. 31, 2018	11,402	$ 2	8,991	(294)	2,698	5
Beginning Balance (shares) at Dec. 31, 2017		170,189
Beginning Balance at Dec. 31, 2017	11,279	$ 2	8,974	(249)	2,547	5
Stock-based compensation costs:
Net income	241
Ending Balance (shares) at Jun. 30, 2018		170,401
Ending Balance at Jun. 30, 2018	11,484	$ 2	9,015	(299)	2,764	2
Beginning Balance (shares) at Mar. 31, 2018		170,419
Beginning Balance at Mar. 31, 2018	11,402	$ 2	8,991	(294)	2,698	5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of long-term incentive stock options and employee stock purchases (shares)		7
Exercise of long-term incentive stock options	1			1
Purchases of treasury stock (shares)		(31)
Purchases of treasury stock	(6)			(6)
Stock-based compensation costs:
Issued awards (shares)		6
Compensation costs included in net loss	24		24
Net income	63				66	(3)
Ending Balance (shares) at Jun. 30, 2018		170,401
Ending Balance at Jun. 30, 2018	11,484	$ 2	9,015	(299)	2,764	$ 2
Beginning Balance (shares) at Dec. 31, 2018		169,499
Beginning Balance at Dec. 31, 2018	12,111	$ 2	9,062	(423)	3,470
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared	(54)				(54)
Exercise of long-term incentive stock options and employee stock purchases (shares)		10
Exercise of long-term incentive stock options	0
Purchases of treasury stock (shares)		(1,594)
Purchases of treasury stock	(222)			(222)
Stock-based compensation costs:
Issued awards (shares)		507
Issued awards	0
Compensation costs included in net loss	24		24
Net income	350				350
Ending Balance (shares) at Mar. 31, 2019		168,422
Ending Balance at Mar. 31, 2019	12,209	$ 2	9,086	(645)	3,766
Beginning Balance (shares) at Dec. 31, 2018		169,499
Beginning Balance at Dec. 31, 2018	12,111	$ 2	9,062	(423)	3,470
Stock-based compensation costs:
Net income	181
Ending Balance (shares) at Jun. 30, 2019		167,122
Ending Balance at Jun. 30, 2019	11,876	$ 2	9,124	(847)	3,597
Beginning Balance (shares) at Mar. 31, 2019		168,422
Beginning Balance at Mar. 31, 2019	12,209	$ 2	9,086	(645)	3,766
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of treasury stock (shares)		(1,349)
Purchases of treasury stock	(202)			(202)
Stock-based compensation costs:
Issued awards (shares)		49
Issued awards	0
Compensation costs included in net loss	38		38
Net income	(169)				(169)
Ending Balance (shares) at Jun. 30, 2019		167,122
Ending Balance at Jun. 30, 2019	$ 11,876	$ 2	$ 9,124	$ (847)	$ 3,597

Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Stockholders' Equity [Abstract]
Dividends declared (usd per share)	$ 0	$ 0.32	$ 0	$ 0.16	$ 0.32	$ 0.16

Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net income	$ 181	$ 241
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation and amortization	833	735
Impairment of oil and gas properties	0	77
Impairment of inventory and other property and equipment	31	6
Exploration expenses, including dry holes	4	9
Deferred income taxes	56	69
(Gain) loss on disposition of assets, net	498	(83)
Accretion of discount on asset retirement obligations	5	8
Interest expense	3	2
Derivative related activity	(20)	355
Amortization of stock-based compensation	62	41
Investment in affiliate fair value adjustment	(171)	0
Other	89	45
Change in operating assets and liabilities:
Accounts receivable	17	(214)
Inventories	(58)	(35)
Investments	0	4
Other current assets	(16)	(7)
Accounts payable	(69)	218
Interest payable	0	(5)
Other current liabilities	(52)	(12)
Net cash provided by operating activities	1,393	1,454
Cash flows from investing activities:
Proceeds from disposition of assets, net of cash sold	57	111
Proceeds from investments	568	1,051
Purchases of investments	0	(482)
Additions to oil and gas properties	(1,510)	(1,588)
Additions to other assets and other property and equipment	(135)	(116)
Net cash used in investing activities	(1,020)	(1,024)
Cash flows from financing activities:
Principal payments on long-term debt	0	(450)
Purchases of treasury stock	(424)	(51)
Exercise of long-term incentive plan stock options	0	1
Payments of other liabilities	(2)	(7)
Dividends paid	(54)	(27)
Net cash used in financing activities	(480)	(534)
Net decrease in cash, cash equivalents and restricted cash	(107)	(104)
Cash, cash equivalents and restricted cash, beginning of period	825	896
Cash, cash equivalents and restricted cash, end of period	$ 718	$ 792

Organization and Nature of Operations	6 Months Ended
Organization and Nature of Operations	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	Organization and Nature of Operations Pioneer Natural Resources Company ("Pioneer" or the "Company") is a Delaware corporation whose common stock is listed and traded on the New York Stock Exchange. The Company is a large independent oil and gas exploration and production company that explores for, develops and produces oil, natural gas liquids ("NGL") and gas in the Permian Basin in West Texas.

Basis of Presentation	6 Months Ended
Basis of Presentation	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation Presentation. In the opinion of management, the unaudited interim consolidated financial statements of the Company as of June 30, 2019 and for the three and six months ended June 30, 2019 and 2018 include all adjustments and accruals, consisting only of normal, recurring adjustments and accruals necessary for a fair presentation of the results for the interim periods in conformity with generally accepted accounting principles in the United States ("GAAP"). The operating results for the three and six months ended June 30, 2019 are not necessarily indicative of results for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). These unaudited interim consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Certain reclassifications have been made to prior period amounts to conform to the current period's presentation. Use of estimates in the preparation of financial statements. Preparation of the Company's unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Depletion of oil and gas properties and evaluations for impairment of goodwill and proved and unproved oil and gas properties, in part, is determined using estimates of proved, probable and possible oil and gas reserves. There are numerous uncertainties inherent in the estimation of quantities of proved, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. Adoption of new accounting standards. In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" ("ASC 842"), which supersedes the lease recognition requirements in Accounting Standards Codification ("ASC") 840, "Leases" ("ASC 840"), and requires lessees to recognize lease assets and lease liabilities for those leases previously classified as operating leases. The Company adopted ASC 842 as of January 1, 2019 using the modified retrospective transition method. The Company elected to apply the transition guidance under ASU 2018-11, "Leases (Topic 842) Targeted Improvements," in which ASC 842 is applied at the adoption date, while the comparative periods continue to be reported in accordance with historic accounting under ASC 840. This standard does not apply to leases to explore for or use minerals, oil or gas resources, including the right to explore for those natural resources and rights to use the land in which those natural resources are contained. ASC 842 allowed for the election of certain practical expedients at adoption to ease the burden of implementation. At implementation, the Company elected to (i) maintain the historical lease classification for leases prior to January 1, 2019, (ii) maintain the historical accounting treatment for land easements that existed at adoption, (iii) use historical practices in assessing the lease term of existing contracts at adoption, (iv) combine lease and non-lease components of a contract as a single lease and (v) not record short-term leases on the consolidated balance sheet, all in accordance with ASC 842. The adoption of ASC 842 did not have a material impact on the consolidated statements of operations and had no impact on the Company's cash flows. The Company did not record a change to its opening retained earnings as of January 1, 2019, as there was no material change to the timing or pattern of recognition of lease costs due to the adoption of ASC 842. As of December 31, 2018, the Company was the deemed owner of the Company's new corporate headquarters (for accounting purposes) during the construction period and was following the build-to-suit accounting guidance under ASC 840. On January 1, 2019, upon the adoption of ASC 842, the Company derecognized $217 million of other property and equipment and $219 million of build-to-suit lease liability costs associated with the building as this contract no longer qualifies for capitalization. The contract will be evaluated and recorded on the consolidated balance sheets upon lease commencement, which is expected to occur during the second half of 2019. See Note 10 for additional information. New accounting pronouncements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowances for losses. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Entities will use the modified retrospective approach to apply the standard's provisions and record a cumulative-effect adjustment to retained earnings for the any additional receivable loss allowances, if any, as of the beginning of the first reporting period in which the guidance is adopted. The Company continues to evaluate ASU 2016-13, but does not expect that it will have a material impact on its consolidated financial statements.

Divestitures, Decommissioning and Restructuring Activities

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Divestitures, Decommissioning and Restructuring Activities

Divestitures


•	In June 2019, the Company completed the sale of certain vertical wells and approximately 1,900 undeveloped acres in Martin County of the Permian Basin to an unaffiliated third party for net cash proceeds of $38 million, after normal closing adjustments. The Company recorded a gain of $31 million associated with the sale.

•

In May 2019, the Company announced its plans to divest of its ownership interest in certain gas gathering and processing assets operated by a third party. The Company is progressing the divestiture process, but no assurance can be given that this divestiture will be completed in accordance with the Company's plans or on terms and at a price that is acceptable to the Company as a result of the recent weakness in NGL and gas prices.

•

In May 2019, the Company completed the sale of its Eagle Ford assets and other remaining assets in South Texas (the "South Texas Divestiture") to an unaffiliated third party in exchange for total consideration having an estimated fair value of $213 million. The estimated fair value of the consideration reflects (i) net cash proceeds of $5 million, after normal closing adjustments, (ii) $136 million in contingent consideration, which was the estimated fair value of contingent consideration of up to $450 million as of the date of the sale and (iii) a $72 million receivable associated with estimated deficiency fees to be paid by the buyer. Of the total consideration, $208 million is considered a noncash investing activity for the six months ended June 30, 2019. The Company recorded a loss of $521 million and recognized employee-related charges of $19 million associated with the sale. Additionally, the Company reduced the carrying value of goodwill by $1 million, reflecting the portion of the Company's goodwill related to the assets sold.

Contingent Consideration. The Company is entitled to receive contingent consideration of up to $450 million based on future annual oil and NGL prices during each of the years from 2020 to 2024. The Company used an option pricing model to determine the fair value of the contingent consideration as of the date of the sale, which resulted in an estimated fair value of $136 million. The fair value of the contingent consideration is classified as noncurrent other assets in the consolidated balance sheets. The Company will revalue the contingent consideration each reporting period, with any valuation changes being recorded as net interest and other income (loss) in the consolidated statements of operations for such period. See Note 4 and Note 5 for additional information.

Deficiency Fee Obligation and Receivable. The Company transferred its long-term midstream agreements and associated minimum volume commitments (“MVC”) to the buyer. However, the Company retained the obligation to pay 100 percent of any deficiency fees associated with the MVC's from January 2019 through July 2022. The buyer is required to reimburse the Company for up to 20 percent of the deficiency fees paid from January 2019 through July 2022. Such reimbursement will be paid by the buyer in installments beginning in 2023 through 2025. The Company classified $106 million as other current liabilities and $242 million as other noncurrent liabilities as of the date of the sale, which represents the probability weighted present value of the estimated future deficiency fee obligation. The Company utilized a credit risk-adjusted valuation model to determine the present value of the estimated deficiency fee receivable of $72 million attributable to future deficiency fees that will be reimbursed by the buyer as of the date of

the sale. The deficiency fee receivable is classified as noncurrent other assets in the consolidated balance sheet. Changes to the deficiency fee obligation and receivable are expected to primarily result from accretion over the term of the arrangements; however, adjustments could also result from changes in the buyer's development plan and future drilling and production results.

Restricted Cash. As of the date of the sale, the Company deposited $75 million into an escrow account to be used to fund future deficiency fee payments. Accordingly, the $75 million is classified as restricted cash in the consolidated balance sheet as of June 30, 2019. Beginning in 2021, the required escrow balance will decline to $50 million and, to the extent that there is any remaining balance after the payment of deficiency fees, the balance will become unrestricted and revert to the Company on March 31, 2023.


•	In December 2018, the Company completed the sale of its pressure pumping assets to ProPetro Holding Corp. ("ProPetro") in exchange for total consideration of $282 million, comprised of 16.6 million shares of ProPetro's common stock, which was delivered as of the date of the sale and had a fair value of $172 million, and $110 million in cash, which was received during the first quarter of 2019.


◦	During 2018, the Company recorded a gain of $30 million, employee-related charges of $19 million, contract termination charges of $13 million and other divestiture related charges of $6 million associated with the sale. See Note 12 for additional information.


◦	During the six months ended June 30, 2019, the Company reduced the gain associated with the sale by $10 million and recorded additional employee-related charges of $2 million.

•

In July 2018, the Company completed the sale of its gas field assets in the Raton Basin to an unaffiliated third party for net cash proceeds of $54 million, after normal closing adjustments. The Company recorded a noncash impairment charge of $77 million in June 2018 to reduce the carrying value of its Raton Basin assets to their estimated fair value less costs to sell as the assets were considered held for sale.

◦

During 2018, the Company recorded a gain of $2 million associated with the sale. The Company also recorded other divestiture-related charges of $117 million, including $111 million of estimated deficiency charges related to certain firm transportation contracts retained by the Company and employee-related charges of $6 million. Additionally, the Company reduced the carrying value of goodwill by $1 million, reflecting the portion of the Company's goodwill related to the assets sold.


•	In April 2018, the Company completed the sale of approximately 10,200 net acres in the West Eagle Ford Shale gas and liquids field to an unaffiliated third party for net cash proceeds of $100 million, after normal closing adjustments.


◦	During 2018, the Company recorded a gain of $75 million associated with the sale. Additionally, the Company reduced the carrying value of goodwill by $1 million, reflecting the portion of the Company's goodwill related to the assets sold.

Decommissioning

In November 2018, the Company announced plans to close its sand mine located in Brady, Texas and transition its proppant supply requirements to West Texas sand sources. During the six months ended June 30, 2019, the Company recorded $23 million of accelerated depreciation and $17 million of inventory and other property and equipment impairment charges associated with the sand mine closure.

Restructuring

During the six months ended June 30, 2019, the Company implemented a corporate restructuring program to align its cost structure with the needs of a Permian Basin-focused company. The restructuring occurred in three phases (collectively, the "Corporate Restructuring Program") as follows:


•	In March 2019, the Company made certain changes to its leadership and organizational structure, which included the early retirement and departure of certain officers of the Company,


•	In April 2019, the Company adopted a voluntary separation program (“VSP”) for certain eligible employees, and


•	In May 2019, the Company implemented an involuntary separation program ("ISP").

During the three and six months ended June 30, 2019, the Company recorded $146 million and $158 million, respectively, of employee-related charges associated with the Corporate Restructuring Program. See Note 15 for additional information.

The employee-related costs are primarily recorded as other expense in the consolidated statements of operations. Obligations associated with employee-related charges are classified as accounts payable - due to affiliates in the consolidated balance sheets.

The changes in the Company's total employee-related obligations are as follows:



	Six Months Ended June 30, 2019
	(in millions)
Beginning employee-related obligations	$	27
Additions (Note 15)	156
Cash payments	(89		)
Ending employee-related obligations	$	94

Fair Value Measurements

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company determines fair value based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company's own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.

The three input levels of the fair value hierarchy are as follows:


•	Level 1 – quoted prices for identical assets or liabilities in active markets.


•	Level 2 – quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates) and inputs derived principally from or corroborated by observable market data by correlation or other means.


•	Level 3 – unobservable inputs for the asset or liability, typically reflecting management's estimate of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore, determined using model-based techniques, including discounted cash flow models.

Assets and liabilities measured at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows:



	As of June 30, 2019
	Fair Value Measurement
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(in millions)
Assets:
Commodity price derivatives	$	—	$	59	$	—	$	59
Deferred compensation plan assets	88		—		—		88
Investment in affiliate	344		—		—		344
Divestiture contingent consideration	—		123				123
Total assets	432		182		—		614
Liabilities:
Commodity price derivatives	—		15		—		15
	$	432	$	167	$	—	$	599



	As of December 31, 2018
	Fair Value Measurement
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(in millions)
Assets:
Commodity price derivatives	$	—	$	52	$	—	$	52
Deferred compensation plan assets	82		—		—		82
Investment in affiliate	—		172		—		172
Total assets	82		224		—		306
Liabilities:
Commodity price derivatives	—		27		—		27
	$	82	$	197	$	—	$	279

Commodity price derivatives. The Company's commodity price derivatives represent oil, NGL and gas swap contracts, collar contracts, collar contracts with short puts and basis swap contracts. The asset and liability measurements for the Company's commodity price derivative contracts are determined using Level 2 inputs. The Company utilizes discounted cash flow and option-pricing models for valuing its commodity price derivatives.

The asset and liability values attributable to the Company's commodity price derivatives were determined based on inputs that include (i) the contracted notional volumes, (ii) independent active market price quotes, (iii) the applicable estimated credit-adjusted risk-free rate yield curve and (iv) the implied rate of volatility inherent in the collar contracts and collar contracts with short puts, which is based on active and independent market-quoted volatility factors.

Deferred compensation plan assets. The Company's deferred compensation plan assets include investments in equity and mutual fund securities that are actively traded on major exchanges. The fair values of these investments are determined using Level 1 inputs based on observable prices on major exchanges.

Investment in affiliate. The Company elected the fair value option for measuring its equity method investment in ProPetro. The fair value of its investment in ProPetro is determined using Level 1 inputs based on observable prices on a major exchange. Prior to June 30, 2019, the fair value of the Company's investment in ProPetro was determined using Level 2 inputs, including the

quoted market price for the stock as adjusted to reflect a discount due to restrictions on the Company's ability to sell prior to July 1, 2019. See Note 12 and Note 14 for additional information.

Divestiture contingent consideration. In May 2019, the Company completed the South Texas Divestiture and is entitled to receive contingent consideration of up to $450 million based on future oil and NGL prices during each of the years from 2020 to 2024. The Company uses an option pricing model to estimate the fair value of the contingent consideration using significant Level 2 inputs that include quoted future commodity prices based on active markets, implied volatility factors and counterparty credit risk assessments. See Note 3 and Note 5 for additional information.

Assets and liabilities measured at fair value on a nonrecurring basis. Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. These assets and liabilities can include inventory, proved and unproved oil and gas properties and other long-lived assets that are written down to fair value when they are impaired or held for sale.

Other assets. During the six months ended June 30, 2019, the Company impaired the remaining $17 million of inventory and other property and equipment related to the decommissioning of the Company's Brady, Texas sand mine, as these assets had no remaining future economic value. In addition, the Company recognized a $16 million impairment charge related to pressure pumping assets excluded from the December 2018 sale of the Company's pumping services assets. See Note 15 for additional information.

South Texas Divestiture. In May 2019, the Company recorded an estimated deficiency fee obligation of $348 million and related estimated deficiency fee receivable of $72 million attributable to the South Texas Divestiture. The fair value of the deficiency fee obligation and deficiency fee receivable was determined using Level 3 inputs. The Company's estimates are based on a probability-weighted forecast that considers historical results, market conditions and various development plans to arrive at the estimated present value of the deficiency payments that will be required to be paid by the Company and the corresponding receivable that will be due from the buyer. The present value of the future cash payments and expected cash receipts were determined using a 2.9 percent and 3.2 percent discount rate, respectively, based on the timing of future payments and receipts and the Company's counterparty credit risk assessments. See Note 3 and Note 11 for additional information.

Sale of Raton Basin assets. In June 2018, the Company recognized impairment charges of $77 million to reduce the carrying value of its Raton Basin gas field assets to the agreed upon sales price for these assets, which were sold in July 2018. The impairment charges included $65 million attributable to proved oil and gas properties and $12 million attributable to other property and equipment. The impairment charges were recorded as impairment of oil and gas properties in the consolidated statement of operations. The Company also recorded contract termination charges of $111 million attributable to estimated deficiency fees related to certain firm transportation contracts retained by the Company. The fair value of these contracts was determined using Level 2 inputs, including an annual discount rate of 4.4 percent, to discount the expected future cash flows. See Note 3 and Note 11 for additional information.

Financial instruments not carried at fair value. Carrying values and fair values of financial instruments that are not carried at fair value in the consolidated balance sheets are as follows:



	As of June 30, 2019				As of December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)
Assets:
Cash and cash equivalents:
Cash (a)	$	643	643		$	775	$	775
Time deposits (a)	—		—		50		50
Total	$	643	$	643	$	825	$	825
Restricted cash (a)	$	75	75		—		$	—
Short-term investments:
Commercial paper (b)	$	—	—		$	53	53
Corporate bonds (c)	—		—		290		288
Time deposits (b)	—		—		100		100
Total	$	—	$	—	$	443	$	441
Long-term investments:
Corporate bonds (c)	$	—	$	—	$	125	$	125
Liabilities:
Current portion of long-term debt (d)	$	449	$	462	$	—	$	—
Long-term debt (d)	$	1,837	$	1,986	$	2,284	$	2,374

______________________


(a)	Fair value approximates carrying value due to the short-term nature of the instruments.


(b)	Fair value is determined using Level 2 inputs.


(c)	Fair value is determined using Level 1 inputs.


(d)	Fair value is determined using Level 2 inputs. The Company's senior notes are quoted but not actively traded on major exchanges; therefore, fair value is based on periodic values as quoted on major exchanges.

The Company has other financial instruments consisting primarily of receivables, payables, operating leases and other current assets and liabilities that approximate fair value due to the nature of the instrument and their relatively short maturities. Non-financial assets and liabilities initially measured at fair value include assets acquired and liabilities assumed in a business combination, goodwill and asset retirement obligations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Derivative Financial Instruments

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

The Company utilizes commodity swap contracts, option contracts, collar contracts, collar contracts with short puts and basis swap contracts to (i) reduce the effect of price volatility on the commodities the Company produces and sells or consumes, (ii) support the Company's annual capital budgeting and expenditure plans and (iii) reduce commodity price risk associated with certain capital projects. The Company also, from time to time, utilizes interest rate contracts to reduce the effect of interest rate volatility on the Company's indebtedness.

Oil production derivatives. The Company sells its oil production at the lease and the sales contracts governing such oil production are tied directly to, or are highly correlated with, New York Mercantile Exchange ("NYMEX") West Texas Intermediate ("WTI") oil prices. The Company also enters into pipeline capacity commitments in order to secure available oil transportation capacity from its areas of production to the Gulf Coast. In order to diversify the oil price it receives, the Company (i) enters into oil purchase transactions with third parties in its areas of production that are consistent with the oil prices that the Company receives at the lease, adjusted for transportation costs to the point of purchase, (ii) transports the purchased oil using its pipeline capacity to the Gulf Coast and (iii) enters into third party sale transactions to sell the oil into the Gulf Coast refinery or international export markets at prices that are highly correlated with Brent oil prices. As a result, the Company will generally use Brent derivative contracts to manage future oil price volatility.

Volumes per day associated with the Company's outstanding oil derivative contracts as of June 30, 2019 and the weighted average oil prices for those contracts are as follows:



	2019				Year Ending December 31, 2020
	Third Quarter		Fourth Quarter		Year Ending December 31, 2020
Brent swap contracts:
Volume per day (Bbl)	20,000		—		—
Price per Bbl	$	64.32	$	—	$	—
Brent collar contracts with short puts:
Volume per day (Bbl) (a)	45,000		45,000		43,500
Price per Bbl:
Ceiling	$	80.06	$	80.06	$	72.99
Floor	$	68.33	$	68.33	$	64.13
Short put	$	58.33	$	58.33	$	55.00

____________________

(a)

Subsequent to June 30, 2019, the Company entered into additional Brent derivative contracts for (i) 13,261 Bbls per day of swap contracts for August through September 2019 production and 20,000 Bbls per day of swap contracts for October through December 2019 production, both at an average swap price of $65.44 per Bbl and (ii) 23,000 Bbls per day of collar contracts with short puts for 2020 production with a ceiling price of $70.60, a floor price of $62.57 and a short put price of $54.39.

NGL production derivatives. All material physical sales contracts governing the Company's NGL production are tied directly or indirectly to Mont Belvieu, Texas NGL component product prices. The Company uses derivative contracts to manage the NGL component product price volatility. As of June 30, 2019, the Company did not have any NGL derivative contracts outstanding.

Gas production derivatives. All material physical sales contracts governing the Company's gas production are tied directly or indirectly to NYMEX Henry Hub ("HH") gas prices or regional index prices where the gas is sold. The Company uses derivative contracts to manage gas price volatility and basis swap contracts to reduce basis risk between HH prices and actual index prices at which the gas is sold.

Volumes per day associated with outstanding gas derivative contracts and the weighted average gas prices for those contracts are as follows:



	As of June 30, 2019
	2019
	Third Quarter			Fourth Quarter
Swap contracts:
Volume per day (MMBtu)	50,000			16,848
Price per MMBtu	$	2.94		$	2.94
Basis swap contracts:
Permian Basin index swap volume per day(MMBtu) (a)	60,000			—
Price differential ($/MMBtu)	$	(1.46	)	$	—
Southern California index swap volume per day (MMBtu) (b)	80,000			80,000
Price differential ($/MMBtu)	$	0.31		$	0.31

____________________


(a)	The referenced basis swap contracts fix the basis differentials between the index price at which the Company sells its Permian Basin gas and the HH price used in swap contracts.


(b)	The referenced basis swap contracts fix the basis differentials between Permian Basin index prices and southern California index prices for Permian Basin gas forecasted for sale in Arizona and southern California.

Divestiture contingent consideration. The Company's right to receive contingent consideration in conjunction with the South Texas Divestiture was determined to be a derivative financial instrument that is not designated as a hedging instrument. The contingent consideration of up to $450 million is based on oil and NGL prices during each of the years from 2020 to 2024. See Note 3 and Note 4 for additional information.

The Company's derivatives are accounted for as non-hedge derivatives and therefore all changes in the fair values of its derivative contracts are recognized as gains or losses in the earnings of the periods in which they occur. The Company enters into commodity price derivatives under master netting arrangements, which, in an event of default, allows the Company to offset payables to and receivables from the defaulting counterparty.

Gains and losses associated with the Company's commodity price derivatives are separately presented on the consolidated statements of cash flows. Gains and losses associated with the Company's divestiture contingent consideration are presented as other noncash operating activities on the consolidated statements of cash flows.

Fair value. The fair value of derivative financial instruments not designated as hedging instruments is as follows:



As of June 30, 2019
Type	Consolidated Balance Sheet Location	Fair Value		Gross Amounts Offset in the Consolidated Balance Sheet			Net Fair Value Presented in the Consolidated Balance Sheet
		(in millions)
Assets:
Commodity price derivatives	Derivatives - current	$	50	$	(1	)	$	49
Commodity price derivatives	Derivatives - noncurrent	$	10	$	—		$	10
Divestiture contingent consideration	Other assets - noncurrent	$	123	$	—		$	123
Liabilities:
Commodity price derivatives	Derivatives - current	$	16	$	(1	)	$	15



As of December 31, 2018
Type	Consolidated Balance Sheet Location	Fair Value		Gross Amounts Offset in the Consolidated Balance Sheet			Net Fair Value Presented in the Consolidated Balance Sheet
		(in millions)
Assets:
Commodity price derivatives	Derivatives - current	$	59	$	(7	)	$	52
Liabilities:
Commodity price derivatives	Derivatives - current	$	34	$	(7	)	$	27

Gains and losses on derivative contracts are as follows:



Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Earnings on Derivatives	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments		2019			2018			2019			2018
		(in millions)
Commodity price derivatives	Derivative gain (loss), net	$	43		$	(358	)	$	29		$	(566	)
Divestiture contingent consideration	Interest and other income (loss), net	$	(13	)	$	—		$	(13	)	$	—

The Company uses credit and other financial criteria to evaluate the credit standing of, and to select, counterparties to its derivative instruments. Although the Company does not obtain collateral or otherwise secure the fair value of its derivative instruments, associated credit risk is mitigated by the Company's credit risk policies and procedures.

Exploratory Costs

6 Months Ended

Jun. 30, 2019

Extractive Industries [Abstract]

Exploratory Costs

The Company capitalizes exploratory well and project costs until a determination is made that the well or project has either found proved reserves, is impaired or is sold. The Company's capitalized exploratory well and project costs are presented in proved properties in the consolidated balance sheets. If the exploratory well or project is determined to be impaired, the impaired costs are charged to exploration and abandonments expense.

The changes in capitalized exploratory well costs are as follows:



	Six Months Ended June 30, 2019
	(in millions)
Beginning capitalized exploratory well costs	$	509
Additions to exploratory well costs pending the determination of proved reserves	1,212
Reclassification due to determination of proved reserves	(1,079		)
Disposition of assets	(6		)
Exploratory well costs charged to exploration and abandonment expense	(3		)
Ending capitalized exploratory well costs	$	633

Aging of capitalized exploratory costs and the number of projects for which exploratory well costs have been capitalized for a period greater than one year, based on the date drilling was completed, are as follows:



	As of June 30, 2019		As of December 31, 2018
	(in millions, except well counts)
Capitalized exploratory well costs that have been suspended:
One year or less	$	633	$	509
More than one year	—		—
	$	633	$	509
Number of wells or projects with exploratory well costs that have been suspended for a period greater than one year	—		—

Long-term Debt	6 Months Ended
Long-term Debt	Jun. 30, 2019
Debt Disclosure [Abstract]
Long-term Debt	Long-term Debt Credit facility. The Company's long-term debt consists of senior notes, a revolving corporate credit facility (the "Credit Facility") and the effects of issuance costs and discounts. The Credit Facility is maintained with a syndicate of financial institutions and has aggregate loan commitments of $1.5 billion. The Credit Facility has a maturity date of October 2023. As of June 30, 2019, the Company had no outstanding borrowings under the Credit Facility and was in compliance with its debt covenants. Senior notes. The Company's 7.50% senior notes, with a debt principal balance of $450 million, will mature in January 2020 and are classified as current in the consolidated balance sheet as of June 30, 2019.

Incentive Plans

6 Months Ended

Jun. 30, 2019

Incentive Plans

Stock-based compensation expense is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in millions)
Restricted stock - Equity Awards (a)	$	33	$	17	$	50	$	31
Restricted stock - Liability Awards (b)	7		6		12		12
Performance unit awards	5		5		11		8
Employee stock purchase plan	—		1		1		1
	$	45	$	29	$	74	$	52

______________________


(a)	Includes noncash charges related to accelerated vesting of certain equity awards associated with the Corporate Restructuring Program of $22 million and $25 million for the three and six months ended June 30, 2019, respectively. See Note 15 for additional information.


(b)	Liability Awards are expected to be settled on their vesting date in cash. As of June 30, 2019 and December 31, 2018, accounts payable – due to affiliates included $7 million and $14 million, respectively, of liabilities attributable to Liability Awards.

As of June 30, 2019, there was $102 million of unrecognized stock-based compensation expense related to unvested share-based compensation plans, including $21 million attributable to stock-based awards that are expected to be settled on their vesting date in cash, rather than in equity shares. The unrecognized compensation expense will be recognized on a straight-line basis over the remaining vesting periods of the awards, which is a period of less than three years on a weighted average basis.

Activity for outstanding restricted stock awards and performance units is as follows:



	Six Months Ended June 30, 2019
	Restricted Stock Equity Awards		Restricted Stock Liability Awards		Performance Units
Beginning incentive compensation awards	799,672		201,501		119,169
Awards granted	497,717		125,607		86,483
Awards forfeited	(36,762	)	(19,978	)	—
Awards vested (a)	(572,167	)	(134,611	)	(48,048	)
Ending incentive compensation awards	688,460		172,519		157,604

____________________

(a)

Per the terms of award agreements and elections, the issuance of common stock may be deferred for certain restricted stock equity awards and performance units that vest during the period.

Asset Retirement Obligations

6 Months Ended

Jun. 30, 2019

Asset Retirement Obligation [Abstract]

Asset Retirement Obligations

The changes in asset retirement obligations are as follows:



	Six Months Ended June 30, 2019
	(in millions)
Beginning asset retirement obligations	$	183
New wells placed on production	1
Dispositions	(37		)
Liabilities settled	(18		)
Accretion of discount	5
Ending asset retirement obligations	$	134

The Company records the current and noncurrent portions of asset retirement obligations in other current liabilities and other liabilities, respectively, in the consolidated balance sheets. As of June 30, 2019, the current portion of the Company's asset retirement obligations was $56 million.

Leases

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Leases

The Company leases drilling rigs, storage tanks, equipment and office facilities under operating leases and recognizes lease expense on a straight-line basis over the lease term. Operating lease right-of-use assets and liabilities are initially recorded at commencement date based on the present value of lease payments over the lease term. As most of the Company's lease contracts do not provide an implicit discount rate, the Company uses its incremental borrowing rate, based on the information available at the commencement date of a lease. As of June 30, 2019, the weighted-average discount rate used in determining the present value of lease payments was 3.3 percent. Certain leases contain variable costs above the minimum required payments and are not included in the right-of-use assets or liabilities. Leases may include renewal, purchase or termination options that can extend or shorten the term of the lease. The exercise of those options is at the Company’s sole discretion and is evaluated at inception and throughout the contract to determine if a modification of the lease term is required. Leases with an initial term of 12 months or less are not recorded on the balance sheet. As of June 30, 2019, the weighted-average remaining lease term of the Company’s operating leases is 3.3 years.

In June 2017, the Company entered into a 20-year operating lease for the Company's new corporate headquarters that is currently being constructed in Irving, Texas. Annual base rent is expected to be $33 million and lease payments are expected to commence once the building is complete. The Company has a variable equity interest in the entity that is constructing the building that is not considered material. The Company is not the primary beneficiary of the variable interest entity and only has a profit sharing interest after certain economic returns are achieved. The Company has no exposure to the variable interest entity's losses or future liabilities, if any. The contract for the Company's new corporate headquarters will be evaluated under ASC 842 upon lease commencement, which is expected to occur during the second half of 2019.

The components of lease costs, including amounts recoverable from joint operating partners, are as follows:



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
	($ in millions)
Lease costs:
Operating lease cost (a)	$	43	$	88
Short-term lease cost (b)	6		12
Variable lease cost (c)	19		38
	$	68	$	138

______________________


(a)	Represents straight-line rent cost associated with the Company's operating lease right-of-use assets.


(b)	Represents costs associated with short-term leases (those with a contractual term of 12 months or less) that are not recorded on the consolidated balance sheet.


(c)	Variable lease costs are primarily comprised of the non-lease service component of drilling rig commitments above the minimum required payments. Both the minimum required payments and the non-lease service component of the drilling rig commitments are capitalized as additions to oil and gas properties.

For the six months ended June 30, 2019, cash paid for operating, short-term and variable leases of $42 million is included in net cash provided by operating activities in the consolidated statements of cash flows. For the same period, the Company also incurred operating and variable lease costs associated with drilling operations of $96 million, which is capitalized as additions to oil and gas properties and is included in investing cash flows in the consolidated statements of cash flows.

The changes in operating lease liabilities are as follows:



	Six Months Ended June 30, 2019
	(in millions)
Beginning operating lease liabilities (a)	$	325
Liabilities assumed in exchange for new right-of-use assets	103
Contract modifications (b)	(9		)
Dispositions	(1		)
Liabilities settled	(88		)
Accretion of discount (c)	6
Ending operating lease liabilities	$	336

______________________


(a)	Represents January 1, 2019 balance upon adoption of ASC 842 lease guidance.


(b)	Represents changes in lease liabilities due to modifications of original contract terms.


(c)	Represents imputed interest on discounted future cash payments.

Maturities of operating lease obligations are as follows:



	As of June 30, 2019
	(in millions)
Remainder of 2019	$	81
2020	130
2021	75
2022	38
2023	10
Thereafter	26
Total lease payments	360
Less present value discount	(24		)
Total	$	336

Commitments and Contingencies

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Legal actions. The Company is a party to various proceedings and claims incidental to its business. While many of these matters involve inherent uncertainty, the Company believes that the amount of the liability, if any, ultimately incurred with respect to these proceedings and claims will not have a material adverse effect on the Company's consolidated financial position as a whole or on its liquidity, capital resources or future annual results of operations. The Company records reserves for contingencies when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.

Firm purchase, gathering, processing, transportation and fractionation commitments. From time to time, the Company enters into, and as of June 30, 2019 was a party to, take-or-pay agreements, which include contractual commitments (i) to purchase and process sand and purchase water for use in the Company's drilling operations, (ii) with midstream service companies and pipeline carriers for future gathering, processing, transportation, storage and fractionation services and (iii) with oilfield services companies that provide pressure pumping services. These commitments are normal and customary for the Company's business activities.

Obligations following divestitures. In connection with its divestiture transactions, the Company may retain certain liabilities and provide the purchaser certain indemnifications, subject to defined limitations, which may apply to identified pre-closing matters, including matters of litigation, environmental contingencies, royalty and income taxes. Also associated with its divestiture transactions, the Company has issued and received guarantees to facilitate the transfer of contractual obligations, such as firm transportation agreements or gathering and processing arrangements. The Company does not recognize a liability if the fair value of the obligation is immaterial and the likelihood of making or receiving payments under these guarantees is remote.

South Texas Divestiture. In conjunction with the South Texas Divestiture, the Company transferred its long-term midstream agreements and associated MVC's to the buyer. However, the Company retained the obligation to pay 100 percent of any deficiency fees associated with the MVC's from January 2019 through July 2022. The buyer is required to reimburse the Company for up to 20 percent of the deficiency fees paid by the Company from January 2019 through July 2022; such reimbursement will be paid by the buyer in installments beginning in 2023 through 2025. Assuming 100 percent of the MVC's are paid as deficiency fees, the maximum amount of future payments for this obligation would be approximately $650 million as of June 30, 2019. The Company's estimated deficiency fee obligation as of June 30, 2019 is $396 million, of which $154 million is classified as other current liabilities in the consolidated balance sheet, including $48 million of accrued deficiency fees from January 2019 through April 2019. The corresponding estimated deficiency fee receivable from the buyer of $66 million is classified as noncurrent other assets in the consolidated balance sheet as of June 30, 2019. The Company has received credit support for the deficiency fee receivable and the divestiture contingent consideration of up to $325 million.

Raton transportation commitments. In July 2018, the Company completed the sale of its gas field assets in the Raton Basin to an unaffiliated third party and transferred certain gas transportation commitments, which extend through 2032, to the buyer for which the Company has provided a guarantee. Assuming 100 percent of the remaining commitments are paid by the Company under its guarantee, the maximum amount of future payments would be approximately $95 million as of June 30, 2019. The Company has received credit support for the commitments of up to $50 million.

West Eagle Ford Shale commitments. In April 2018, the Company completed the sale of its West Eagle Ford Shale gas and liquids field to an unaffiliated third party and transferred certain gas and liquids transportation commitments, which extend through 2022, to the buyer for which the Company has provided a guarantee. Assuming 100 percent of the remaining commitments are paid by the Company under its guarantee, the maximum amount of future payments would be approximately $27 million as of June 30, 2019. The Company has received credit support for the commitments of up to $19 million.

Certain contractual obligations were retained by the Company after the South Texas Divestiture, the divestiture of the Company's gas field assets in the Raton Basin and pressure pumping assets, and the decommissioning of the Company's sand mine operations in Brady, Texas. These contracts were primarily related to firm transportation and storage agreements in which the Company is unlikely to realize any benefit. The estimated obligations are classified as other current or noncurrent liabilities on the consolidated balance sheets.

The changes in contract obligations are as follows:



	Six Months Ended June 30, 2019
	(in millions)
Beginning contract obligations	$	111
Additions (a)	397
Liabilities settled	(23		)
Accretion of discount	4
Ending contract obligations	$	489

______________________

(a)

Additions include a $348 million of deficiency fee obligation related to the South Texas Divestiture, $48 million of accrued deficiency fees from January 2019 through April 2019 and $1 million related to sand mine decommissioning.

Related Party Transactions

6 Months Ended

Jun. 30, 2019

Related Party Transactions

In December 2018, the Company completed the sale of its pressure pumping assets to ProPetro in exchange for 16.6 million shares of ProPetro common stock and $110 million of cash that was received during the first quarter of 2019. ProPetro is considered a related party since the shares received represent approximately 16 percent of ProPetro's outstanding common stock. In addition to the sale of equipment and related facilities, the Company entered into a long-term agreement with ProPetro for it to provide pressure pumping and related services. The costs of these services are capitalized in oil and gas properties as incurred. See Note 3 for additional information.

Transactions and balances with ProPetro are as follows:



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
	(in millions)
Pressure pumping and related services expense	$	120	$	267



	As of June 30, 2019		As of December 31, 2018
	(in millions)
Accounts receivable - due from affiliate (a)	$	6	$	119
Accounts payable - due to affiliate (b)	$	98	$	37

____________________


(a)	Represents employee-related charges to be reimbursed by ProPetro. The balance as of December 31, 2018 also includes $110 million of cash consideration that was received during the first quarter of 2019.

(b)

Represents pressure pumping and related services provided by ProPetro as part of a long-term agreement. The balance as of December 31, 2018 represents invoices associated with pressure pumping and related services performed by ProPetro in the normal course of business prior to the Company's sale of is pressure pumping assets to ProPetro.

Revenue Recognition

6 Months Ended

Jun. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Disaggregated revenue from contracts with purchasers. Revenues on sales of oil, NGL, gas and purchased oil and gas are recognized when control of the product is transferred to the purchaser and payment can be reasonably assured. Sales prices for oil, NGL and gas production are negotiated based on factors normally considered in the industry, such as an index or spot price, distance from the well to the pipeline or market, commodity quality and prevailing supply and demand conditions. As such, the prices of oil, NGL and gas generally fluctuate based on the relevant market index rates.

Disaggregated revenue from contracts with purchasers by product type is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in millions)
Oil sales	$	1,048	$	1,033	$	1,965	$	2,046
NGL sales	120		169		257		334
Gas sales	28		84		110		172
Total oil and gas sales	1,196		1,286		2,332		2,552
Sales of purchased oil	1,182		1,083		2,289		2,135
Sales of purchased gas	1		12		3		31
Total sales of purchased oil and gas	1,183		1,095		2,292		2,166
Total revenue derived from contracts with purchasers	$	2,379	$	2,381	$	4,624	$	4,718

Oil sales. Sales under the Company's oil contracts are generally considered performed when the Company sells oil production at the wellhead and receives an agreed-upon index price, net of any price differentials. The Company recognizes revenue when control transfers to the purchaser at the wellhead based on the net price received.

NGL and gas sales. The Company evaluated whether it is the principal or the agent in gas processing transactions and concluded that it is the principal when it has the ability to take-in-kind, which is the case in the majority of the Company's gas processing and transportation contracts. Therefore the Company recognizes revenue on a gross basis, with the gathering, processing, transportation and fractionation costs associated with its take-in-kind arrangements being recorded as oil and gas production costs in the consolidated statement of operations.

Sales of purchased oil and gas. The Company enters into pipeline capacity commitments in order to secure available oil, NGL and gas transportation capacity from the Company's areas of production. The Company enters into purchase transactions with third parties and separate sale transactions with third parties to (i) diversify a portion of the Company's WTI oil sales to the Gulf Coast refinery or international export markets and (ii) satisfy unused pipeline capacity commitments. Revenues and expenses from these transactions are presented on a gross basis as the Company acts as a principal in the transaction by assuming control of the commodities purchased and the responsibility to deliver the commodities sold. Revenue is recognized when control transfers to the purchaser at the delivery point based on the price received from the purchaser. The transportation costs associated with these transactions are presented as a component of purchased oil and gas expense. Firm transportation payments on excess pipeline capacity are recorded as other expense in the consolidated statements of operations.

Performance obligations and contract balances. The majority of the Company's product sale commitments are short-term in nature with a contract term of one year or less. The Company typically satisfies its performance obligations upon transfer of control as described above in Disaggregated revenue from contracts with purchasers and records the related revenue in the month production is delivered to the purchaser. Settlement statements for sales of oil, NGL and gas and sales of purchased oil and gas may not be received for 30 to 60 days after the date the volumes are delivered, and as a result, the Company is required to estimate the amount of volumes delivered to the purchaser and the price that will be received for the sale of the product. The Company records the differences between estimates and the actual amounts received for product sales in the month that payment is received from the purchaser. Historically, differences between the Company's revenue estimates and the actual revenue received have not been significant. As of June 30, 2019 and December 31, 2018, the accounts receivable balance representing amounts due or billable under the terms of contracts with purchasers was $743 million and $646 million, respectively.

Interest and Other Income (Loss), Net

6 Months Ended

Jun. 30, 2019

Interest and Other Income [Abstract]

Interest and Other Income (Loss), Net

The components of interest and other income (loss), net are as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019			2018
	(in millions)
Investment in affiliate valuation adjustment (Note 4)	$	(3	)	$	—	$	171		$	—
Interest income	5			7		12			14
Deferred compensation plan income (loss)	(1		)	—		7			3
Divestiture contingent consideration valuation adjustment (Note 4)	(13		)	—		(13		)	—
Seismic data sales	—			1		—			5
Other	1			1		4			4
	$	(11	)	$	9	$	181		$	26

Other Expense

6 Months Ended

Jun. 30, 2019

Other Income and Expenses [Abstract]

Other Expense

The components of other expense are as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019		2018
	(in millions)
Restructuring charges (a)	$	146		$	—	$	158	$	—
Asset divestiture-related charges (b)	31			6		31		6
Transportation commitment charges (c)	15			44		55		78
Asset impairment (d)	2			3		31		3
Accelerated depreciation (e)	—			—		23		—
Vertical integration services (income) loss, net (f)	(1		)	3		19		9
Idle drilling and well service equipment charges (g)	8			—		12		—
Legal and environmental charges	2			7		8		27
Other	8			13		21		10
	$	211		$	76	$	358	$	133

____________________

(a)

Represents employee-related charges associated with the Corporate Restructuring Program to align its cost structure with the needs of a Permian Basin-focused company, of which $75 million was paid during the six months ended June 30, 2019. The charges include noncash stock-based compensation expense related to the accelerated vesting of certain equity awards of $22 million and $25 million for the three and six months ended June 30, 2019, respectively. See Note 3 and Note 8 for additional information.


(b)	Primarily represents charges associated with the South Texas Divestiture, including (i) an $8 million change in the estimated deficiency fee receivable and current period net accretion on the deficiency fee obligation and receivable and (ii) $19 million of employee-related charges. See Note 3 for additional information.


(c)	Primarily represents firm transportation payments on excess pipeline capacity commitments.

(d)

For the six months ended June 30, 2019, the expense amount includes inventory and other property and equipment impairment charges of $17 million related to the decommissioning of the Company's Brady, Texas sand mine and $16 million of impairment charges related to inventory and other property and equipment excluded from the Company's sale of its pumping services assets in December 2018. See Note 4 for additional information.


(e)	Represents accelerated depreciation related to the decommissioning of the Company's Brady, Texas sand mine. See Note 3 for additional information.

(f)

For the six months ended June 30, 2019, the expense amount includes $12 million of decommissioning operating expenses related to the Company's Brady sand mine and $13 million of carryover and winding down operating expenses related to the Company's sale of its pumping services assets in December 2018, partially offset by net margins (attributable to third party working interest owners) that result from Company-provided well service operations, which are ancillary to and supportive of the Company's oil and gas joint operating activities, and do not represent intercompany transactions.

The components of the vertical integration services net margins are as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in millions)
Gross revenues	$	28	$	30	$	63	$	65
Gross costs and expenses	$	27	$	33	$	82	$	74

(g)

Primarily represents expenses attributable to idle frac fleet and drilling rig fees that are not chargeable to joint operations.

Income Taxes

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income tax provision and effective tax rate are as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in millions)
Deferred tax benefit (provision)	$	47		$	(19	)	$	(56	)	$	(69	)
Effective tax rate	22		%	23		%	24		%	22		%

Uncertain tax positions. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based upon the technical merits of the position. As of June 30, 2019 and December 31, 2018, the Company has unrecognized tax benefits ("UTBs") of $141 million for each respective period as a result of research and experimental expenditures related to horizontal drilling and completion innovations. If all or a portion of the UTBs is sustained upon examination by the taxing authorities, the tax benefit will be recorded as a reduction to the Company's deferred tax liability and will affect the Company's effective tax rate in the period it is recorded. The timing as to when the Company will substantially resolve the uncertainties associated with the UTBs is uncertain.

The Company files income tax returns in the U.S. federal and various state and foreign jurisdictions. The Internal Revenue Service has closed examinations of the 2011 and prior tax years and, with few exceptions, the Company believes that it is no longer subject to examinations by state and foreign tax authorities for years before 2012. As of June 30, 2019, no adjustments had been proposed in any jurisdiction that would have a significant effect on the Company's liquidity, future results of operations or financial position.

Net Income Per Share

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Net Income Per Share

The components of basic and diluted net income per share attributable to common stockholders are as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019			2018
	(in millions)
Net income (loss) attributable to common stockholders	$	(169	)	$	66	$	181		$	244
Participating share-based earnings	—			—		(1		)	(2		)
Basic and diluted net income (loss) attributable to common stockholders	$	(169	)	$	66	$	180		$	242

Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows:



	Three Months Ended June 30,		Six Months Ended June 30,
	2019	2018	2019	2018
	(in millions)
Basic weighted average shares outstanding	168	170	168	170
Dilution attributable to stock-based compensation awards	—	1	1	1