California Resources Corp 10-Q

Item 1 Financial Statements (unaudited) CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets As of March 31, 2021 and December 31, 2020 (dollars and shares in millions, except par value) Successor March 31, December 31, 2021 2020 CURRENT ASSETS Cash $ 130 $ 28 Trade receivables 201 177 Inventories 59 61 Other current assets 71 63 Total current assets 461 329 PROPERTY, PLANT AND EQUIPMENT 2,711 2,689 Accumulated depreciation, depletion and amortization ( 86 ) ( 34 ) Total property, plant and equipment, net 2,625 2,655 OTHER ASSETS 94 90 TOTAL ASSETS $ 3,180 $ 3,074 CURRENT LIABILITIES Accounts payable 213 212 Accrued liabilities 409 261 Total current liabilities 622 473 LONG-TERM DEBT, NET 588 597 OTHER LONG-TERM LIABILITIES 889 822 STOCKHOLDERS' EQUITY Preferred stock ( 20 shares authorized at $ 0.01 par value) no shares outstanding at March 31, 2021 and December 31, 2020 — — Common stock ( 200 shares authorized at $ 0.01 par value) outstanding shares ( 83.3 at March 31, 2021 and December 31, 2020) 1 1 Additional paid-in capital 1,270 1,268 Accumulated deficit ( 217 ) ( 123 ) Accumulated other comprehensive loss ( 8 ) ( 8 ) Total equity attributable to common stock 1,046 1,138 Equity attributable to noncontrolling interests 35 44 Total stockholders' equity 1,081 1,182 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,180 $ 3,074 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Operations For the three months ended March 31, 2021 and 2020 (dollars in millions, except per share data) Successor Predecessor Three months ended March 31, Three months ended March 31, 2021 2020 REVENUES Oil, natural gas and NGL sales $ 432 $ 430 Net derivative (loss) gain from commodity contracts ( 213 ) 79 Trading revenue 98 45 Electricity sales 33 13 Other revenue 13 6 Total revenues 363 573 COSTS Operating costs 164 192 General and administrative expenses 48 60 Depreciation, depletion and amortization 52 119 Asset impairments 3 1,736 Taxes other than on income 40 41 Exploration expense 2 5 Trading costs 61 24 Electricity cost of sales 24 16 Transportation costs 12 13 Other expenses, net 30 16 Total costs 436 2,222 OPERATING LOSS ( 73 ) ( 1,649 ) NON-OPERATING (LOSS) INCOME Reorganization items ( 2 ) — Interest and debt expense, net ( 13 ) ( 87 ) Net (loss) gain on early extinguishment of debt ( 2 ) 5 Gain on asset divestitures 2 — Other non-operating expenses ( 1 ) ( 14 ) LOSS BEFORE INCOME TAXES ( 89 ) ( 1,745 ) Income tax — — NET LOSS ( 89 ) ( 1,745 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS Mezzanine equity — ( 30 ) Stockholders' equity ( 5 ) ( 21 ) Net income attributable to noncontrolling interests ( 5 ) ( 51 ) NET LOSS ATTRIBUTABLE TO COMMON STOCK $ ( 94 ) $ ( 1,796 ) Net loss attributable to common stock per share Basic $ ( 1.13 ) $ ( 36.43 ) Diluted $ ( 1.13 ) $ ( 36.43 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Income (Loss) For the three months ended March 31, 2021 and 2020 (dollars in millions) Successor Predecessor Three months ended March 31, Three months ended March 31, 2021 2020 Net loss $ ( 89 ) $ ( 1,745 ) Net income attributable to noncontrolling interests ( 5 ) ( 51 ) Comprehensive loss attributable to common stock $ ( 94 ) $ ( 1,796 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Equity For the three months ended March 31, 2021 and 2020 (dollars in millions) Three months ended March 31, 2021 (Successor) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Equity Attributable to Common Stock Equity Attributable to Noncontrolling Interests Total Equity Balance, December 31, 2020 $ 1 $ 1,268 $ ( 123 ) $ ( 8 ) $ 1,138 $ 44 $ 1,182 Net (loss) income (a) — — ( 94 ) — ( 94 ) 5 ( 89 ) Distributions to noncontrolling interest holders — — — — — ( 14 ) ( 14 ) Share-based compensation — 2 — — 2 — 2 Balance, March 31, 2021 $ 1 $ 1,270 $ ( 217 ) $ ( 8 ) $ 1,046 $ 35 $ 1,081 Three months ended March 31, 2020 (Predecessor) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Equity Attributable to Common Stock Equity Attributable to Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests (b) Balance, December 31, 2019 $ — $ 5,004 $ ( 5,370 ) $ ( 23 ) ( 389 ) $ 93 $ ( 296 ) $ 802 Net (loss) income (a) — — ( 1,796 ) — ( 1,796 ) 21 ( 1,775 ) 30 Contributions from noncontrolling interest holders — — — — — 2 Distributions to noncontrolling interest holders — — — — — ( 26 ) ( 26 ) ( 18 ) Share-based compensation, net — 2 — — 2 — 2 — Balance, March 31, 2020 $ — $ 5,006 $ ( 7,166 ) $ ( 23 ) $ ( 2,183 ) $ 88 $ ( 2,095 ) $ 816 (a) For the three months ended March 31, 2020, we allocated $ 51 million of net income to noncontrolling interest holders, of which $ 21 million was included in stockholders' equity and $ 30 million was included in mezzanine equity on our condensed consolidated balance sheet. The remaining net loss of $ 1,796 million for the three months ended March 31, 2020 was attributed to holders of our common stock and included in stockholders' equity on our condensed consolidated balance sheet. For the three months ended March 31, 2021, we allocated $ 5 million of net income to noncontrolling interest holders, with the remaining $ 94 million of net loss attributed to holders of our common stock, both of which were included in stockholders' equity on our condensed consolidated balance sheet. (b) Redeemable noncontrolling interests are reported in mezzanine equity on our condensed consolidated balance sheets in Predecessor periods. See Note 7 Joint Ventures for more information about our noncontrolling interests in the Ares and Elk Hills Carbon joint ventures. The accompanying notes are an integral part of these condensed consolidated financial statements. 5 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2021 and 2020 (dollars in millions) Successor Predecessor Three months ended March 31, Three months ended March 31, 2021 2020 CASH FLOW FROM OPERATING ACTIVITIES Net loss $ ( 89 ) $ ( 1,745 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion and amortization 52 119 Asset impairments 3 1,736 Net derivative loss (gain) from commodity contracts 213 ( 79 ) Net (payments) proceeds from settled commodity derivatives ( 39 ) 98 Net loss (gain) on early extinguishment of debt 2 ( 5 ) Amortization of deferred gain — ( 17 ) Gain on asset divestiture ( 2 ) — Other non-cash charges to income, net 7 8 Changes in operating assets and liabilities, net — 113 Net cash provided by operating activities 147 228 CASH FLOW FROM INVESTING ACTIVITIES Capital investments ( 27 ) ( 30 ) Changes in accrued capital investments 5 ( 19 ) Proceeds from asset divestitures 2 41 Other — ( 4 ) Net cash used in investing activities ( 20 ) ( 12 ) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Revolving Credit Facility 16 — Repayments of Revolving Credit Facility ( 115 ) — Proceeds from 2014 Revolving Credit Facility — 449 Repayments of 2014 Revolving Credit Facility — ( 459 ) Proceeds from Senior Notes 600 — Debt repurchases — ( 3 ) Debt issuance costs ( 12 ) — Repayment of Second Lien Term Loan ( 200 ) — Repayment of EHP Notes ( 300 ) — Repayment of 2020 Senior Notes — ( 100 ) Contributions from noncontrolling interest holders — 2 Distributions paid to noncontrolling interest holders ( 14 ) ( 44 ) Shares cancelled for taxes — ( 1 ) Net cash used in financing activities ( 25 ) ( 156 ) Increase in cash 102 60 Cash—beginning of period 28 17 Cash—end of period $ 130 $ 77 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements March 31, 2021 NOTE 1 BASIS OF PRESENTATION We are an independent oil and natural gas exploration and production company operating properties exclusively within California. 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. In the opinion of our management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present our financial position, results of operations, comprehensive income, equity and cash flows for all periods presented. We have eliminated all significant intercompany transactions and accounts. 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 condensed consolidated financial statements. We have prepared this report in accordance with generally accepted accounting principles (GAAP) in the United States and the rules and regulations of the U.S. Securities and Exchange Commission applicable to interim financial information which permit the omission of certain disclosures to the extent they have not changed materially since the latest annual financial statements. We believe our disclosures are adequate to make the information presented not misleading. The preparation of financial statements in conformity with GAAP requires management to select appropriate accounting policies and make informed estimates and judgments regarding certain types of financial statement balances and disclosures. Actual results could differ. Management believes that these estimates and judgments provide a reasonable basis for the fair presentation of our condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2020 (2020 Annual Report). Restructuring and Organization Changes On July 15, 2020, we filed voluntary petitions for relief under Chapter 11 of Title 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. 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. In connection with our emergence from bankruptcy, our Board of Directors was reconstituted in October 2020. On December 31, 2020, our former President, Chief Executive Officer and director Todd A. Stevens departed and Mark A. (Mac) McFarland was appointed as interim Chief Executive Officer in addition to his role as Chair of our Board of Directors. On March 22, 2021, the Board of Directors appointed Mr. McFarland as President and Chief Executive Officer on a permanent basis. On April 15, 2021, Tiffany (TJ) Thom Cepak replaced Mr. McFarland as the Chair of our Board of Directors. Mr. McFarland will continue to serve as a director. In January 2021, we reduced the size of our management team and then realigned several functions in February 2021, which resulted in additional headcount and cost reductions. We recorded a restructuring charge of $ 14 million for the three months ended March 31, 2021, which is included in other expenses, net on our condensed consolidated statement of operations. As of March 31, 2021, our remaining liability for workforce reductions which occurred in 2020 and during the first quarter of 2021 is $ 16 million, which is included in accrued liabilities on our condensed consolidated balance sheet. 7 NOTE 2 ACCOUNTING AND DISCLOSURE CHANGES Recently Adopted Accounting and Disclosure Changes We qualified for and adopted fresh start accounting upon emergence from bankruptcy 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 the Plan, 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 Part II, Item 8 – Financial Statements and Supplementary Data, Note 2 Chapter 11 Proceedings and Note 3 Fresh Start Accounting in our 2020 Annual Report for additional information on the terms of the Plan, our emergence from bankruptcy and application of fresh start accounting. We adopted new accounting guidance on current expected credit losses on January 1, 2020, using a modified retrospective approach to the first period in which the guidance was effective. The new rules changed the measurement of credit losses for financial assets and certain other instruments, including trade and other receivables with a right to receive cash, and require the use of a new forward-looking expected loss model that results in the earlier recognition of an allowance for losses. The adoption of these new rules did not have a significant impact on our condensed consolidated financial statements. NOTE 3 OTHER INFORMATION Other current assets — Other current assets consisted of the following: Successor March 31, December 31, 2021 2020 (in millions) Amounts due from joint interest partners $ 44 $ 42 Amounts due from counterparties on derivative contracts 8 — Prepaid expenses 18 20 Other 1 1 Other current assets $ 71 $ 63 Accrued liabilities — Accrued liabilities consisted of the following: Successor March 31, December 31, 2021 2020 (in millions) Accrued employee-related costs $ 63 $ 72 Accrued taxes other than on income 44 36 Asset retirement obligations 50 50 Accrued interest 10 1 Lease liability 10 7 Fair value of derivative contracts 151 50 Amounts due to counterparties on derivative contracts 44 21 Other 37 24 Accrued liabilities $ 409 $ 261 8 Other long-term liabilities — Other long-term liabilities included the following: Successor March 31, December 31, 2021 2020 (in millions) Asset retirement obligations $ 546 $ 547 Deferred compensation and postretirement 180 184 Lease liability 34 35 Fair value of derivative contracts 86 6 Amounts due to counterparties on derivative contracts 24 31 Other 19 19 Other long-term liabilities $ 889 $ 822 Supplemental Cash Flow Information We did no t make U.S. federal and state income tax payments during the three months ended March 31, 2021 and 2020. Interest paid, net of capitalized amounts, totaled $ 2 million and $ 45 million for the three months ended March 31, 2021 and 2020, respectively. Cash paid for reorganization items during the three months ended March 31, 2021 was $ 2 million. Fair Value of Financial Instruments The carrying amounts of cash and on-balance sheet financial instruments, other than debt, approximate fair value. Refer to Note 5 Debt for the fair value of our debt. Refer to Note 14 Asset Impairments for impairment charges related to our long-lived assets. NOTE 4 INVENTORIES Materials and supplies 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: Successor March 31, December 31, 2021 2020 (in millions) Materials and supplies $ 57 $ 58 Finished goods 2 3 Inventories $ 59 $ 61 9 NOTE 5 DEBT As of March 31, 2021 and December 31, 2020, our long-term debt consisted of the following: Successor March 31, December 31, 2021 2020 Interest Rate Maturity (in millions) Revolving Credit Facility $ — $ 99 LIBOR plus 3 %- 4 % ABR plus 2 %- 3 % April 29, 2024 Second Lien Term Loan — 200 LIBOR plus 9 %- 10.5 % ABR plus 8 %- 9.5 % October 27, 2025 EHP Notes — 300 6 % October 27, 2027 Senior Notes 600 — 7.125 % February 1, 2026 Principal Amount $ 600 $ 599 Unamortized debt issuance costs ( 12 ) ( 2 ) Long-term debt, net $ 588 $ 597 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 currently consists of a $ 492 million senior revolving loan facility (Revolving Credit Facility), which we are permitted to increase if we obtain additional commitments from new or existing lenders. Our aggregate commitment was $ 540 million as of March 31, 2021, which was automatically reduced to $ 492 million in April 2021 pursuant to the terms of our Revolving Credit Facility. Our Revolving Credit Facility also includes a sub-limit of $ 200 million for the issuance of letters of credit. The letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. The borrowing base is redetermined around April and October of each year and was most recently set at $ 1.2 billion in May 2021. The borrowing base takes into account the estimated value of our proved reserves, total indebtedness and other relevant factors consistent with customary reserves-based lending criteria. The amount we are able to borrow under our Revolving Credit Facility is limited to the amount of the commitment described above. As of March 31, 2021 and April 30, 2021, our availability for borrowing under the Revolving Credit facility was as follows: Successor March 31, April 30, 2021 2021 (in millions) Borrowing capacity $ 540 $ 492 Letters of credit outstanding ( 125 ) ( 125 ) Total availability $ 415 $ 367 On May 7, 2021, we amended the Revolving Credit Facility to: • increase our borrowing base from $ 1.167 billion to $ 1.2 billion; • evidence the reduction in the aggregate commitment of lenders from $ 540 million to $ 492 million; • increase our capacity to make certain restricted payments; • reduce the minimum amount of hedges that we are required to maintain for a rolling 24 month period on reasonably anticipated forecasted crude oil production from 50 % to 33 % so long as our total net leverage ratio is less than 2.00 :1.00; and • increase our maximum hedging limitation to 85 % (and permit purchased puts and floors up to 100 %) of reasonably anticipated total forecasted production of crude oil, natural gas and natural gas liquids for a 48 -month period. 10 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 $ 588 million, after $ 12 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. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 8 Debt in our 2020 Annual Report for a description of our Second Lien Term Loan and EHP Notes. 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 – Prior to February 1, 2023, we may elect to redeem up to 35 % of the aggregate principal amount of our Senior Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price equal to 107 % of the aggregate amount of the Senior Notes redeemed, plus accrued and unpaid interest. In addition, prior to February 1, 2023, we may redeem the Senior Notes at a “make whole” premium plus accrued and unpaid interest. 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. Other At March 31, 2021, we were in compliance with all financial and other debt covenants under our Revolving Credit Facility and Senior Notes. Predecessor Note Repurchases In the first quarter of 2020, we repurchased $ 7 million in face value of our Second Lien Notes for $ 3 million in cash resulting in a pre-tax gain of $ 5 million, including the effect of unamortized deferred gain and issuance costs. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 8 Debt in our 2020 Annual Report for a description of our Second Lien Notes. 11 Fair Value We estimate that the fair value of our variable rate debt approximates its carrying value because the interest rate approximates current market rates. As shown in the table below, we estimated the fair value of our fixed rate Senior Notes based on observable inputs (Level 1) and the fair value of our EHP Notes with no observable inputs (Level 3). Successor March 31, December 31, 2021 2020 (in millions) Variable rate debt $ — $ 299 Fixed rate debt Senior Notes 611 — EHP Notes — 300 Fair Value of Long-Term Debt $ 611 $ 599 NOTE 6 JOINT VENTURES The following is a summary of our current consolidated joint venture arrangements: BSP JV In February 2017, we entered into a development joint venture (JV) with Benefit Street Partners (BSP) to develop certain oil and natural gas assets in exchange for a preferred interest in the BSP JV. BSP is entitled to preferred distributions and, if it receives cash distributions equal to a predetermined threshold, the preferred interest is automatically redeemed in full with no additional payment. BSP has invested $ 200 million to date, before transaction costs. Our condensed consolidated results reflect the operations of our development JV with BSP, with BSP's preferred interest reported in equity on our condensed consolidated balance sheets and BSP’s share of net income (loss) reported in net income attributable to noncontrolling interests on our condensed consolidated statements of operations for all periods presented. Distributions to our joint venture partner are reported as financing cash outflows on our condensed consolidated statements of cash flows for all periods presented. Elk Hills Carbon JV In January 2020, we entered into an agreement with OGCI Climate Investments LLP (OGCI) to determine the technical and economic feasibility of retrofitting the Elk Hills power plant with a post-combustion, carbon-capture system, which includes a front-end engineering design (FEED) scope and study. The project received financial assistance from the U.S. Department of Energy and project participants include us, Electric Power Research Institute (EPRI), and Fluor Corporation. We formed a joint venture with OGCI called Elk Hills Carbon LLC (Elk Hills Carbon JV) to assist with our share of the funding obligation. OGCI contributed approximately $ 2 million to the Elk Hills Carbon JV in the first quarter of 2020 and the cost-sharing payment was made to EPRI during the second quarter of 2020. We are currently evaluating the results of the FEED scope and study. The amounts related to our Elk Hills Carbon JV are not significant to our condensed consolidated financial statements for all periods presented. 12 The following is a summary of a consolidated joint venture arrangement which was terminated in October 2020 in connection with our emergence from bankruptcy: Ares JV In February 2018, our wholly-owned subsidiary California Resources Elk Hills, LLC entered into a midstream joint venture with ECR Corporate Holdings, L.P. (ECR), a portfolio company of Ares, with respect to the Elk Hills power plant and a cryogenic gas processing plant (Ares JV). These assets were held by the joint venture entity, Elk Hills Power, LLC (Elk Hills Power). We held 50 % of the Class A common interest and 95.25 % of the Class C common interest in Elk Hills Power and 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. As described in Part II, Item 8 – Financial Statements and Supplementary Data, Note 7 Joint Ventures in our 2020 Annual Report, upon our emergence from bankruptcy, we acquired all of the equity interests held by ECR in exchange for EHP Notes, 20.8 % (subject to dilution) of our common stock and approximately $ 2 million in cash. Our condensed consolidated statements of operations for the three months ended March 31, 2020 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 our former joint venture partner are reported as financing cash outflows on our condensed consolidated statement of cash flows for the period ended March 31, 2020. Other For more information on our other joint ventures that are unconsolidated joint ventures, including the Alpine JV, the JV with Macquarie Infrastructure and Real Assets Inc., and the JV with Royale Energy, Inc., please see Part II, Item 8 – Financial Statements and Supplementary Data, Note 7 Joint Ventures in our 2020 Annual Report. NOTE 7 LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES We, or certain of our subsidiaries, are involved, in the normal course of business, in lawsuits, environmental and other claims and other contingencies that seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief. We accrue reserves for currently outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. Reserve balances at March 31, 2021 and December 31, 2020 were not material to our condensed consolidated balance sheets as of such dates. In October 2020, Signal Hill Services, Inc. defaulted on its decommissioning obligations associated with two offshore platforms. The Bureau of Safety and Environmental Enforcement determined that former lessees, including our former parent, Occidental Petroleum Corporation (Oxy) with an approximately 35 % share, are responsible for accrued decommissioning obligations associated with these offshore platforms. Oxy notified us of the claim under the indemnification provisions of the Separation and Distribution Agreement between us and Oxy. We are currently evaluating this claim. 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. NOTE 8 DERIVATIVES We 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 derivative instruments designated as accounting hedges as of and during the three months ended March 31, 2021 and 2020. 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 accounting hedges. Our Revolving Credit Facility requires that we hedge a significant amount of crude oil production for a period of 36 months from the effective date of the facility. In addition, the Revolving Credit Facility requires that we maintain hedges on production for not less than two years from each quarter end. 13 Summary of open derivative contracts — We held the following Brent-based crude oil contracts as of March 31, 2021: Q2 2021 Q3 2021 Q4 2021 2022 January - October 2023 Sold Calls Barrels per day 33,537 36,362 36,700 30,783 17,758 Weighted-average price per barrel $ 48.73 $ 50.31 $ 60.70 $ 59.37 $ 58.01 Purchased Puts Barrels per day 37,872 36,617 35,483 30,783 17,758 Weighted-average price per barrel $ 40.00 $ 40.00 $ 40.00 $ 40.00 $ 40.00 Sold Puts Barrels per day 15,149 14,647 14,193 3,042 — Weighted-average price per barrel $ 31.41 $ 30.00 $ 32.00 $ 32.00 $ — Swaps Barrels per day 9,639 10,063 10,922 7,069 5,919 Weighted-average price per barrel $ 46.35 $ 49.09 $ 51.11 $ 47.34 $ 47.57 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. • Purchased puts – we receive settlement payments for prices below the indicated weighted-average price per barrel. • Sold puts – we make settlement payments for prices below the indicated weighted-average price per barrel. • 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. 14 Fair value of derivatives — The following tables present the fair values on a recurring basis (at gross and net) of our outstanding commodity derivatives as of March 31, 2021 and December 31, 2020: March 31, 2021 (Successor) Classification Gross Amounts at Fair Value Netting Net Fair Value Assets (in millions) Other current assets $ 12 $ ( 12 ) $ — Other assets 38 ( 38 ) — Liabilities Accrued liabilities ( 163 ) 12 ( 151 ) Other long-term liabilities ( 124 ) 38 ( 86 ) $ ( 237 ) $ — $ ( 237 ) December 31, 2020 (Successor) Classification Gross Amounts at Fair Value Netting Net Fair Value Assets (in millions) Other current assets, net $ 21 $ ( 21 ) $ — Other assets 63 ( 63 ) — Liabilities Accrued liabilities ( 71 ) 21 ( 50 ) Other long-term liabilities ( 69 ) 63 ( 6 ) $ ( 56 ) $ — $ ( 56 ) Our derivative contracts are measured at fair value using industry-standard models with various inputs, including quoted forward prices, and are classified as Level 2 in the required fair value hierarchy for the periods presented. We recognized fair value changes on derivative instruments each reporting period in net derivative (loss) gain from commodity contracts on our condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020. The changes in fair value result from the relationship between our existing positions, volatility, time to expiration, contract prices and the associated forward curves. Fair value of interest rate contracts — At March 31, 2021, we held derivative contracts that limited our interest-rate exposure with respect to a notional amount of $ 1.3 billion of variable-rate indebtedness. The fair value of our interest-rate derivative contracts was not significant for all periods presented and these contracts expired on May 4, 2021. NOTE 9 EARNINGS PER SHARE We compute basic and diluted earnings per share (EPS) using the treasury stock method for the three months ended March 31, 2021 and the two-class method for the three months ended March 31, 2020 which is required for participating securities. Certain of our restricted and performance stock unit awards outstanding during the Predecessor period 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 in the first quarter of 2021, as described in Note 15 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 unvested equity-settled awards and warrants. For diluted EPS, the basic shares outstanding are adjusted by adding potential common shares, if dilutive. 15 The following table presents the calculation of basic and diluted EPS, for the three months ended March 31, 2021 and 2020: Successor Predecessor Three months ended March 31, Three months ended March 31, 2021 2020 (in millions, except per-share amounts) Numerator for Basic and Diluted Earnings per Share Net loss $ ( 89 ) $ ( 1,745 ) Less : net income attributable to noncontrolling interests ( 5 ) ( 51 ) Net loss attributable to common stock $ ( 94 ) $ ( 1,796 ) Denominator for Basic and Diluted Earnings per Share Weighted-average shares 83.3 49.3 Earnings per Share Basic $ ( 1.13 ) $ ( 36.43 ) Diluted $ ( 1.13 ) $ ( 36.43 ) Weighted-average anti-dilutive shares 5.4 4.6 NOTE 10 PENSION AND POSTRETIREMENT BENEFIT PLANS The following table sets forth the components of the net periodic benefit costs for our defined benefit pension and postretirement benefit plans for the three months ended March 31, 2021 and 2020: Successor Predecessor Three months ended March 31, Three months ended March 31, 2021 2020 Pension Benefit Postretirement Benefit Pension Benefit Postretirement Benefit (in millions) Service cost $ — $ 1 $ — $ 1 Interest cost — 1 1 1 Total $ — $ 2 $ 1 $ 2 We did no t make significant contributions to our defined benefit plans for the three months ended March 31, 2021. We expect to satisfy minimum funding requirements with contributions of approximately $ 3 million to our defined benefit pension plans during the remainder of 2021. We did no t make significant contributions to our defined benefit pension plans for the three months ended March 31, 2020. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020 and allowed for the deferral of contributions to a single employer pension plan otherwise due during 2020 to January 1, 2021. We deferred contributions to our defined benefit pension plans of approximately $ 5 million during 2020, which we paid in December 2020. 16 NOTE 11 REVENUE RECOGNITION We derive most of our revenue from sales of oil, natural gas and NGLs, with the remaining revenue primarily generated from sales of electricity and marketing activities related to storage and managing excess pipeline capacity. The following table provides disaggregated revenue for sales for oil, natural gas and NGLs to customers: Successor Predecessor Three months ended March 31, Three months ended March 31, 2021 2020 (in millions) Oil, natural gas and NGL sales: Oil $ 331 $ 356 Natural gas 47 38 NGLs 54 36 $ 432 $ 430 NOTE 12 LEASES Balance sheet information related to our operating and finance leases was as follows: Successor Classification March 31, 2021 December 31, 2020 (in millions) Assets Operating Other assets $ 39 $ 38 Finance PP&E 1 1 Total leased assets $ 40 $ 39 Liabilities Current Operating Accrued liabilities $ 9 $ 6 Finance Accrued liabilities 1 1 Long-term Operating Other long-term liabilities 34 35 Finance Other long-term liabilities — — Total lease liabilities $ 44 $ 42 Our operating lease assets and liabilities increased from year end 2020 primarily due to adding one drilling rig in the first quarter of 2021. NOTE 13 INCOME TAXES We estimate our annual effective income tax rate to record our quarterly income tax provision in the jurisdictions in which we operate. Statutory tax rate changes and other significant or unusual items, if any, are not included in our annual effective income tax rate and are instead recognized as discrete items in the quarter in which they occur. For the three months ended March 31, 2021 and 2020, we did not provide any current or deferred income tax provision or benefit. The difference between our statutory tax rate and our effective tax rate of zero for all periods presented includes changes to maintain our full valuation allowance against our net deferred tax assets given our recent and anticipated future earnings trends. We believe that there is a reasonable possibility that some or all of this allowance could be released in the foreseeable future. However, the amount of the net deferred tax assets considered realizable depends on the sustained level of profitability that we can achieve. 17 NOTE 14 ASSET IMPAIRMENTS The following table presents a summary of our asset impairments: Successor Predecessor March 31, 2021 March 31, 2020 (in millions) Proved oil and natural gas properties $ — $ 1,487 Unproved properties — 228 Other 3 21 Total $ 3 $ 1,736 At March 31, 2021, we recorded a $ 3 million impairment which was triggered by the change in our business strategy and capital allocation priorities resulting in the impairment of capitalized costs related to projects which were abandoned. At March 31, 2020, we recorded a $ 1.7 billion impairment which was triggered by the sharp drop in commodity prices at the end of the first quarter of 2020 due to the significant decrease in demand for oil and natural gas products as a result of the Coronavirus Disease 2019 (COVID-19) pandemic coupled with the over-supply resulting from a price war between members of the Organization of the Petroleum Exporting Countries (OPEC), Russia and other allied producing countries. Other asset impairments recorded in the three months ended March 31, 2020 primarily included the write-off of amounts due from joint interest partners which were recoverable solely from our partners’ share of future production from associated fields. The dramatic commodity price decline during the first quarter of 2020 resulted in changes to our cash flow forecasts and we impaired the carrying value of these amounts. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 13 Asset Impairment in our 2020 Annual Report for a description of our impairment of proved and unproved oil and gas properties as of March 31, 2020. NOTE 15 STOCK-BASED COMPENSATION As a result of our bankruptcy, our Amended and Restated California Resources Corporation Long-Term Incentive Plan was cancelled and, upon emergence, all outstanding stock-based compensation awards granted under this plan were cancelled. On January 18, 2021, our Board of Directors approved the California Resources Corporation 2021 Long Term Incentive Plan (2021 Incentive Plan) and as a result, the 2021 Incentive Plan became effective. The 2021 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. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 14 Stock-Based Compensation in our 2020 Annual Report for additional information including the number of shares authorized for awards. Shares of our common stock may be withheld by us in satisfaction of tax withholding obligations arising upon the vesting of restricted stock and performance stock units. Stock-based compensation expense is recorded as a component of operating costs and general and administrative expenses on our condensed consolidated statements of operations as follows: Successor Predecessor Three months ended March 31, Three months ended March 31, 2021 2020 (in millions) General and administrative expenses $ 2 $ 1 Operating costs — ( 1 ) Total stock-based compensation expense $ 2 $ — 18 For the three months ended March 31, 2021 and 2020, we did no t recognize any income tax benefit related to our stock-based compensation. For the three months ended March 31, 2020, we made cash payments of $ 8 million for the cash-settled portion of our pre-emergence awards. Restricted Stock Units In the first quarter of 2021, we granted restricted stock units (RSUs) to our non-employee directors and certain of our executives. 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 three-year vesting period. Compensation expense was measured on the date of grant using the quoted market price of our common stock and is recognized on a straight-line basis over the requisite service periods adjusted for actual forfeitures, if any. As of March 31, 2021, the unrecognized compensation expense for all of our unvested RSUs was approximately $ 25 million and is expected to be recognized over a weighted-average period of three years . Number of Units Weighted-Average Grant-Date Fair Value (in thousands) Granted 1,057 $ 24.45 Cancelled or Forfeited ( 9 ) $ 24.50 Unvested at March 31, 2021 (Successor) 1,048 Performance Stock Units In the first quarter of 2021, we granted certain of our executives performance stock units (PSUs). PSUs are earned upon the attainment of specified 60 -trading day volume weighted average prices for shares of our common stock 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. Earned PSUs vest on the third anniversary of the grant date and are settled in shares of our common stock at that time. Number of Units Weighted-Average Grant-Date Fair Value (in thousands) Granted 869 $ 19.47 Cancelled or Forfeited ( 9 ) $ 19.31 Unvested at March 31, 2021 (Successor) 860 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. The range of assumptions used in the Monte Carlo simulation model for the PSUs granted during the first quarter of 2021 were as follows: Expected volatility (a) 65.00 % Risk-free interest rate (b) 0.17 % - 0.32 % Dividend yield — % Forecast period (in years) 3 (a) Expected volatility was calculated using a peer group due to our limited trading history since our emergence from bankruptcy. (b) Based on the U.S. Treasury yield for a three-year term at the grant date. 19 Compensation expense is recognized on a straight-line basis over the requisite service periods adjusted for actual forfeitures, if any. As of March 31, 2021, the unrecognized compensation expense for all of our unvested PSUs was approximately $ 16 million and is expected to be recognized over a weighted-average period of three years . NOTE 16 SUBSEQUENT EVENTS In May 2021, our Board of Directors authorized a Share Repurchase Program (SRP) to acquire up to $ 150 million of our common stock through March 31, 2022. The repurchases may be affected 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 SRP 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. Refer to Note 5 Debt for a description of lender commitments in April 2021 and a May 2021 amendment to our Revolving Credit Facility which provides flexibility on hedging requirements and increased our capacity to make certain restricted payments. 20