California Resources Corp 10-Q

Item 1 Financial Statements (unaudited) CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets As of June 30, 2023 and December 31, 2022 (in millions, except share data) June 30, December 31, 2023 2022 CURRENT ASSETS Cash and cash equivalents $ 448 $ 307 Trade receivables 183 326 Inventories 69 60 Assets held for sale 13 5 Receivable from affiliate 29 33 Other current assets, net 125 133 Total current assets 867 864 PROPERTY, PLANT AND EQUIPMENT 3,303 3,228 Accumulated depreciation, depletion and amortization ( 558 ) ( 442 ) Total property, plant and equipment, net 2,745 2,786 INVESTMENT IN UNCONSOLIDATED SUBSIDIARY 14 13 DEFERRED TAX ASSET 108 164 OTHER NONCURRENT ASSETS 166 140 TOTAL ASSETS $ 3,900 $ 3,967 CURRENT LIABILITIES Accounts payable 206 345 Liabilities associated with assets held for sale 5 5 Fair value of commodity derivative contracts 72 246 Accrued liabilities 299 298 Total current liabilities 582 894 NONCURRENT LIABILITIES Long-term debt, net 593 592 Asset retirement obligations 411 432 Other long-term liabilities 204 185 STOCKHOLDERS' EQUITY Preferred stock ( 20,000,000 shares authorized at $ 0.01 par value) no shares outstanding at June 30, 2023 and December 31, 2022 — — Common stock ( 200,000,000 shares authorized at $ 0.01 par value) ( 83,460,990 and 83,406,002 shares issued; 68,962,220 and 71,949,742 shares outstanding at June 30, 2023 and December 31, 2022) 1 1 Treasury stock ( 14,498,770 shares held at cost at June 30, 2023 and 11,456,260 shares held at cost at December 31, 2022) ( 584 ) ( 461 ) Additional paid-in capital 1,317 1,305 Retained earnings 1,295 938 Accumulated other comprehensive income 81 81 Total stockholders' equity 2,110 1,864 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,900 $ 3,967 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Operations For the three and six months ended June 30, 2023 and 2022 (dollars in millions, except share and per share data) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 REVENUES Oil, natural gas and NGL sales $ 447 $ 718 $ 1,162 $ 1,346 Net gain (loss) from commodity derivatives 31 ( 100 ) 73 ( 662 ) Sales of purchased natural gas 72 75 256 107 Electricity sales 34 49 102 83 Other revenue 7 5 22 26 Total operating revenues 591 747 1,615 900 OPERATING EXPENSES Operating costs 186 190 440 372 General and administrative expenses 71 56 136 104 Depreciation, depletion and amortization 56 50 114 99 Asset impairment — 2 3 2 Taxes other than on income 42 42 84 76 Exploration expense 1 1 2 2 Purchased natural gas expense 27 67 151 88 Electricity generation expenses 13 33 62 57 Transportation costs 16 12 33 24 Accretion expense 11 11 23 22 Other operating expenses, net 21 9 34 23 Total operating expenses 444 473 1,082 869 Net gain on asset divestitures — 4 7 58 OPERATING INCOME 147 278 540 89 NON-OPERATING (EXPENSES) INCOME Interest and debt expense ( 14 ) ( 13 ) ( 28 ) ( 26 ) Loss from investment in unconsolidated subsidiary ( 1 ) — ( 3 ) — Other non-operating income 3 1 2 2 INCOME BEFORE INCOME TAXES 135 266 511 65 Income tax provision ( 38 ) ( 76 ) ( 113 ) ( 50 ) NET INCOME $ 97 $ 190 $ 398 $ 15 Net income per share Basic $ 1.39 $ 2.48 $ 5.65 $ 0.19 Diluted $ 1.35 $ 2.41 $ 5.47 $ 0.19 Weighted-average common shares outstanding Basic 69.7 76.7 70.5 77.6 Diluted 71.9 78.8 72.7 79.6 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders' Equity For the three and six months ended June 30, 2023 (in millions) Three months ended June 30, 2023 Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Total Equity Balance, March 31, 2023 $ 1 $ ( 520 ) $ 1,311 $ 1,219 $ 81 $ 2,092 Net income — — — 97 — 97 Share-based compensation — — 7 — — 7 Repurchases of common stock — ( 64 ) — — — ( 64 ) Cash dividend ($ 0.2825 per share) — — — ( 21 ) — ( 21 ) Shares cancelled for taxes — — ( 1 ) — — ( 1 ) Balance, June 30, 2023 $ 1 $ ( 584 ) $ 1,317 $ 1,295 $ 81 $ 2,110 Six months ended June 30, 2023 Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Total Equity Balance, December 31, 2022 $ 1 $ ( 461 ) $ 1,305 $ 938 $ 81 $ 1,864 Net income — — — 398 — 398 Share-based compensation — — 14 — — 14 Repurchases of common stock — ( 123 ) — — — ( 123 ) Cash dividend ($ 0.2825 per share) — — — ( 41 ) — ( 41 ) Shares cancelled for taxes ( 2 ) — — ( 2 ) Balance, June 30, 2023 $ 1 $ ( 584 ) $ 1,317 $ 1,295 $ 81 $ 2,110 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders' Equity For the three and six months ended June 30, 2022 (in millions) Three months ended June 30, 2022 Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Total Equity Balance, March 31, 2022 $ 1 $ ( 219 ) $ 1,293 $ 286 $ 72 $ 1,433 Net income — — — 190 — 190 Share-based compensation — — 3 — — 3 Repurchases of common stock — ( 96 ) — — — ( 96 ) Cash dividend ($ 0.17 per share) — — — ( 13 ) — ( 13 ) Balance, June 30, 2022 $ 1 $ ( 315 ) $ 1,296 $ 463 $ 72 $ 1,517 Six months ended June 30, 2022 Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Total Equity Balance, December 31, 2021 $ 1 $ ( 148 ) $ 1,288 $ 475 $ 72 $ 1,688 Net income — — — 15 — 15 Share-based compensation — — 8 — — 8 Repurchases of common stock — ( 167 ) — — — ( 167 ) Cash dividend ($ 0.17 per share) — — — ( 27 ) — ( 27 ) Balance, June 30, 2022 $ 1 $ ( 315 ) $ 1,296 $ 463 $ 72 $ 1,517 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows For the three and six months ended June 30, 2023 and 2022 (in millions) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 CASH FLOW FROM OPERATING ACTIVITIES Net income $ 97 $ 190 $ 398 $ 15 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 56 50 114 99 Deferred income tax provision 9 62 56 29 Asset impairment — 2 3 2 Net (gain) loss from commodity derivatives ( 31 ) 100 ( 73 ) 662 Net payments on settled commodity derivatives ( 63 ) ( 241 ) ( 128 ) ( 422 ) Net gain on asset divestitures — ( 4 ) ( 7 ) ( 58 ) Other non-cash charges to income, net 30 19 51 27 Changes in operating assets and liabilities, net 10 3 4 ( 13 ) Net cash provided by operating activities 108 181 418 341 CASH FLOW FROM INVESTING ACTIVITIES Capital investments ( 39 ) ( 98 ) ( 86 ) ( 197 ) Changes in accrued capital investments ( 2 ) 6 ( 15 ) 9 Proceeds from asset divestitures, net — 16 — 76 Acquisitions ( 1 ) — ( 1 ) ( 17 ) Other, net ( 2 ) — ( 3 ) — Net cash used in investing activities ( 44 ) ( 76 ) ( 105 ) ( 129 ) CASH FLOW FROM FINANCING ACTIVITIES Repurchases of common stock ( 64 ) ( 96 ) ( 123 ) ( 167 ) Common stock dividends ( 20 ) ( 13 ) ( 40 ) ( 26 ) Issuance of common stock — — 1 — Debt amendment costs ( 8 ) — ( 8 ) — Shares cancelled for taxes ( 1 ) — ( 2 ) — Net cash used in financing activities ( 93 ) ( 109 ) ( 172 ) ( 193 ) (Decrease) increase in cash and cash equivalents ( 29 ) ( 4 ) 141 19 Cash and cash equivalents—beginning of period 477 328 307 305 Cash and cash equivalents—end of period $ 448 $ 324 $ 448 $ 324 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements June 30, 2023 NOTE 1 BASIS OF PRESENTATION We are an independent energy and carbon management company committed to energy transition. We produce some of the lowest carbon intensity oil in the United States according to a joint report by Ceres and the Clean Air Task Force and we are focused on maximizing the value of our land, minerals and technical resources for decarbonization efforts. We are in the early stages of developing several carbon capture and storage (CCS) projects and other emissions reducing projects in California. Our subsidiary Carbon TerraVault is expected to build, install, operate and maintain CO 2 capture equipment, transportation assets and storage facilities in California. In August 2022, Carbon TerraVault entered into a joint venture with BGTF Sierra Aggregator LLC (Brookfield) to pursue certain of these opportunities (Carbon TerraVault JV) . See Note 2 Investment in Unconsolidated Subsidiary and Related Party Transactions for more information on the Carbon TerraVault JV. Separately, we are evaluating the feasibility of a carbon capture system to be located at our Elk Hills power plant. 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 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. In applying the equity method of accounting, our investment in an unconsolidated subsidiary ( Carbon TerraVault JV HoldCo, LLC) was initially recognized at cost and then adjusted for our proportionate share of income or loss in addition to contributions and distributions. 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, 2022 (2022 Annual Report). The carrying amounts of cash, cash equivalents and on-balance sheet financial instruments, other than debt, approximate fair value. Refer to Note 3 Debt for the fair value of our debt. 9 NOTE 2 INVESTMENT IN UNCONSOLIDATED SUBSIDIARY AND RELATED PARTY TRANSACTIONS In August 2022, our wholly-owned subsidiary Carbon TerraVault I, LLC entered into a joint venture with Brookfield for the further development of a carbon management business in California. We hold a 51 % interest in the Carbon TerraVault JV and Brookfield holds a 49 % interest. We determined that the Carbon TerraVault JV is a variable interest entity (VIE); however, we share decision-making power with Brookfield on all matters that most significantly impact the economic performance of the joint venture. Therefore, we account for our investment in the Carbon TerraVault JV under the equity method of accounting. Transactions between us and the Carbon TerraVault JV are related party transactions. Brookfield has committed an initial $ 500 million to invest in CCS projects that are jointly approved through the Carbon TerraVault JV. As part of the formation of the Carbon TerraVault JV, we contributed rights to inject CO 2 into the 26R reservoir in our Elk Hills field for permanent CO 2 storage (26R reservoir) and Brookfield committed to make an initial investment of $ 137 million, payable in three equal installments with the last two installments subject to the achievement of certain milestones. Brookfield contributed the first $ 46 million installment of their initial investment to the Carbon TerraVault JV in 2022. This amount may, at our sole discretion, be distributed to us or used to satisfy future capital contributions, among other items. During 2022, $ 12 million was distributed to us (and used to pay transaction costs related to the formation of the joint venture) and $ 2 million was used to satisfy a capital call. During 2023, we used $ 4 million to satisfy a capital call. The remaining amount of the initial contribution by Brookfield which is available to us was reported as a receivable from affiliate on our condensed consolidated balance sheet. Because the parties have certain put and call rights (repurchase features) with respect to the 26R reservoir if certain milestones are not met, the initial investment by Brookfield is reflected as a contingent liability included in other long-term liabilities on our condensed consolidated balance sheets. We entered into a Management Services Agreement (MSA) with the Carbon TerraVault JV whereby we provide administrative, operational and commercial services under a cost-plus arrangement. Services may be supplemented by using third parties and payments to us under the MSA are limited to the amount in an approved budget. The MSA may be terminated by mutual agreement of the parties, among other events. The tables below present the summarized financial information related to our equity method investment and related party transactions for the periods presented. June 30, December 31, 2023 2022 (in millions) Investment in unconsolidated subsidiary (a) $ 14 $ 13 Receivable from affiliate (b) $ 29 $ 33 Property, plant and equipment (c) $ 2 $ — Other long-term liabilities - Contingent liability (related to Carbon TerraVault JV put and call rights) (d) $ 50 $ 48 (a) Reflects our investment less losses allocated to us of $ 3 million and $ 1 million for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively. (b) At June 30, 2023, the amount of $ 29 million includes $ 28 million which may be distributed to us or used to satisfy future capital calls and $ 1 million related to the MSA and vendor reimbursements. At December 31, 2022, the amount of $ 33 million includes $ 32 million which may be distributed to us or used to satisfy future capital calls and $ 1 million related to the MSA and vendor reimbursements. (c) This amount includes the reimbursement to us for plugging and abandonment activities at the 26R reservoir. (d) These amounts were included in other long-term liabilities on our condensed consolidated balance sheet. Our obligation due to repurchase features related to the 26R reservoir includes $ 4 million and $ 2 million of accrued interest at June 30, 2023 and December 31, 2022, respectively. Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 (in millions) (in millions) Loss from investment in unconsolidated subsidiary $ 1 $ — $ 3 $ — General and administrative expenses (a) $ 2 $ — $ 3 $ — (a) Includes amounts recognized by us under the MSA for administrative, operational and commercial services. 10 The Carbon TerraVault JV has an option to participate in certain projects that involve the capture, transportation and storage of CO 2 in California. This option expires upon the earlier of (1) August 2027, (2) when a final investment decision has been approved by the Carbon TerraVault JV for storage projects representing in excess of 5 million metric tons per annum (MMTPA) in the aggregate, or (3) when Brookfield has made contributions to the joint venture in excess of $ 500 million (unless Brookfield elects to increase its commitment). NOTE 3 DEBT As of June 30, 2023 and December 31, 2022, our long-term debt consisted of the following: June 30, December 31, 2023 2022 Interest Rate Maturity (in millions) Revolving Credit Facility $ — $ — SOFR plus 2.50 %- 3.50 % ABR plus 1.50 %- 2.50 % (a) July 31, 2027 (b) Senior Notes 600 600 7.125 % February 1, 2026 Principal amount $ 600 $ 600 Unamortized debt issuance costs ( 7 ) ( 8 ) Long-term debt, net $ 593 $ 592 (a) At our election, borrowings under the amended Revolving Credit Facility may be alternate base rate (ABR) loans or term SOFR loans, plus an applicable margin. ABR loans bear interest at a rate equal to the highest of (i) the federal funds effective rate plus 0.50 %, (ii) the administrative agent prime rate and (iii) the one-month SOFR rate plus 1 %. Term SOFR loans bear interest at term SOFR, plus an additional 10 basis points per annum credit spread adjustment. The applicable margin is adjusted based on the commitment utilization percentage and will vary from (i) in the case of ABR loans, 1.50 % to 2.50 % and (ii) in the case of term SOFR loans, 2.50 % to 3.50 %. (b) The Revolving Credit Facility is subject to a springing maturity to August 4, 2025 if any of our Senior Notes are outstanding on that date. On April 26, 2023, we entered into an Amended and Restated Credit Agreement (Revolving Credit Facility) with Citibank, N.A., as administrative agent, and certain other lenders, which amends and restates in its entirety the prior credit agreement dated October 27, 2020. As of June 30, 2023, our Revolving Credit Facility consisted of a senior revolving loan facility with an aggregate commitment of $ 627 million, which includes a net $ 25 million increase that occurred during the second quarter of 2023. Our Revolving Credit Facility also included a sub-limit of $ 250 million for the issuance of letters of credit. As of June 30, 2023, $ 148 million letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. The recent amendments to our Revolving Credit Facility included, among other things: • extending the maturity date to July 31, 2027; • increasing our ability to make certain restricted payments (such as dividends and share repurchases) and certain investments (including in our carbon management business); • releasing liens on certain assets securing the loans made under the Revolving Credit Facility, including our Elk Hills power plant; • permitting us to designate the entities that hold certain of our assets, including our Elk Hills power plant, as unrestricted subsidiaries subject to meeting certain conditions; • extending the period for which we can enter into hedges on our production from 48 months to 60 months; and • increasing our capacity to issue letters of credit from $ 200 million to $ 250 million. We also amended the interest rates and fees we pay under our Revolving Credit Facility. Interest is payable quarterly for ABR loans and at the end of the applicable interest period for term SOFR loans, but not less than quarterly. We also pay a commitment fee on unused capacity ranging from 37.5 to 50 basis points per annum, depending on the percentage of the commitment utilized. The borrowing base is redetermined semi-annually and was reaffirmed at $ 1.2 billion on April 26, 2023 as part of our amendment. 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. 11 At June 30, 2023, we were in compliance with all financial and other debt covenants under our Revolving Credit Facility and Senior Notes. For more information on our Senior Notes, see Part II, Item 8 – Financial Statements and Supplementary Data, Note 4 Debt in our 2022 Annual Report. Fair Value The fair value of our fixed-rate debt at June 30, 2023 and December 31, 2022 was approximately $ 604 million and $ 574 million, respectively. We estimate fair value based on known prices from market transactions (using Level 1 inputs on the fair value hierarchy). NOTE 4 LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES We 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 for these items at June 30, 2023 and December 31, 2022 were not material to our condensed consolidated balance sheets as of such dates. We also evaluate the amount of reasonably possible losses that we could incur as a result of these matters. We believe that reasonably possible losses that we could incur in excess of reserves cannot be accurately determined. In October 2020, Signal Hill Services, Inc. defaulted on its decommissioning obligations associated with two offshore platforms. The Bureau of Safety and Environmental Enforcement (BSEE) determined that former lessees, including our former parent, Occidental Petroleum Corporation (Oxy) with a 37.5 % share, are responsible for accrued decommissioning obligations associated with these offshore platforms. Oxy sold its interest in the platforms approximately 30 years ago and it is our understanding that Oxy has not had any connection to the operations since that time and was challenging BSEE's order. Oxy notified us of the claim under the indemnification provisions of the Separation and Distribution Agreement between us and Oxy. In September 2021, we accepted the indemnification claim from Oxy and are challenging the order from BSEE. Upon execution of a cost sharing agreement with former lessees, we will share in on-going maintenance costs during the pendency of the challenge to the BSEE order. NOTE 5 DERIVATIVES We maintain a commodity hedging program primarily focused on crude oil, and to a lesser extent natural gas, to help protect our cash flows from the volatility of commodity prices and to optimize margins for our marketing and trading activities. We did not have any derivative instruments designated as accounting hedges as of and for the three and six months ended June 30, 2023 and 2022. Unless otherwise indicated, we use the term "hedge" to describe derivative instruments that are designed to implement our hedging strategy. 12 Summary of open derivative contracts on oil — We held the following Brent-based contracts as of June 30, 2023: Q3 2023 Q4 2023 Q1 2024 Q2 2024 2H 2024 2025 Sold Calls Barrels per day 17,363 5,747 7,750 10,500 10,375 14,811 Weighted-average price per barrel $ 57.06 $ 57.06 $ 90.00 $ 90.20 $ 90.20 $ 85.83 Swaps Barrels per day 19,697 27,094 6,000 1,000 1,000 1,687 Weighted-average price per barrel $ 70.73 $ 70.73 $ 79.06 $ 77.20 $ 77.20 $ 70.32 Net Purchased Puts (a) Barrels per day 17,363 5,747 14,684 10,500 10,375 14,811 Weighted-average price per barrel $ 76.25 $ 76.25 $ 69.72 $ 65.48 $ 65.48 $ 60.00 (a) Purchased puts and sold puts with the same strike price have been presented on a net basis. The outcomes of the derivative positions are as follows: • Sold calls – we make settlement payments for prices above the indicated weighted-average price per barrel. • 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. • Net purchased puts – we receive settlement payments for prices below the indicated weighted-average price per barrel. 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 June 30, 2023 and December 31, 2022: June 30, 2023 Classification Gross Amounts at Fair Value Netting Net Fair Value (in millions) Other current assets, net (a) $ 46 $ ( 9 ) $ 37 Other noncurrent assets 54 ( 37 ) 17 Current liabilities (a) ( 81 ) 9 ( 72 ) Noncurrent liabilities ( 37 ) 37 — $ ( 18 ) $ — $ ( 18 ) (a) In addition to our Brent based derivative contracts in the table above, we held swaps as of June 30, 2023 for natural gas to secure a margin for future physical sales of natural gas related to our marketing and trading activities. The fair value of these natural gas hedges was $ 1 million included in other current assets, net and $ 2 million included in current liabilities at June 30, 2023. 13 December 31, 2022 Classification Gross Amounts at Fair Value Netting Net Fair Value (in millions) Other current assets, net (a) $ 51 $ ( 12 ) $ 39 Other noncurrent assets 7 — 7 Current liabilities (a) ( 258 ) 12 ( 246 ) $ ( 200 ) $ — $ ( 200 ) (a) In addition to our Brent based derivative contracts in the table above, we held swaps as of December 31, 2022 for natural gas to secure a margin for future physical sales of natural gas related to our marketing and trading activities. The fair value of these natural gas hedges was $ 4 million included in current liabilities at December 31, 2022. 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 gain (loss) from commodity derivatives on our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022. The changes in fair value result from the relationship between our existing positions, volatility, time to expiration, contract prices and the associated forward curves. NOTE 6 INCOME TAXES The following tables present the components of our total income tax provision and a reconciliation of the U.S. federal statutory rate to our effective tax rate: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 (in millions) (in millions) Income before income taxes $ 135 $ 266 $ 511 $ 65 Current income tax provision 29 14 57 21 Deferred income tax provision 9 62 56 29 Total income tax provision $ 38 $ 76 $ 113 $ 50 Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 U.S. federal statutory tax rate 21 % 21 % 21 % 21 % State income taxes, net 7 7 7 7 Change in the valuation allowance — — ( 6 ) 49 Other — 1 — — Effective tax rate 28 % 29 % 22 % 77 % During the six months ended June 30, 2022, we recognized a valuation allowance of $ 35 million for a portion of the tax loss on the sale of our Lost Hills assets, the deductibility of which was limited. During the six months ended June 30, 2023, we recognized the benefit of this tax loss by releasing the valuation allowance after we jointly agreed to amend the original tax treatment with the buyer. See Note 7 Divestitures and Acquisitions for more information on our Lost Hills transaction. Realization of our deferred tax assets is subjective and remains dependent on a number of factors including our ability to generate sufficient taxable income in future periods. 14 NOTE 7 DIVESTITURES AND ACQUISITIONS Divestitures Ventura Basin Transactions In the three and six months ended June 30, 2022, we recorded a gain of $ 4 million and $ 10 million, respectively, related to the sale of certain Ventura basin assets. The closing of the sale of our remaining assets in the Ventura basin is subject to final approval from the State Lands Commission, which we expect to receive in the second half of 2023. These remaining assets, consisting of property, plant and equipment, and associated asset retirement obligations are classified as held for sale on our condensed consolidated balance sheets at June 30, 2023 and December 31, 2022. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 3 Divestitures and Acquisitions in our 2022 Annual Report for additional information on the Ventura basin transactions. Lost Hills Transaction During the first quarter of 2022, we sold our 50 % non-operated working interest in certain horizons within our Lost Hills field, located in the San Joaquin basin, recognizing a gain of $ 49 million. We retained an option to capture, transport and store 100 % of the CO 2 from steam generators across the Lost Hills field for future carbon management projects until January 1, 2026. We also retained 100 % of the deep rights and related seismic data. Other During the six months ended June 30, 2023, we sold a non-producing asset in exchange for the assumption of liabilities recognizing a $ 7 million gain. During the six months ended June 30, 2022, we sold non-core assets recognizing an insignificant loss. Acquisitions During the six months ended June 30, 2022, we acquired properties for carbon management activities for approximately $ 17 million. We are evaluating the sale of certain unwanted assets that were part of this acquisition and recognized an impairment of $ 3 million in the first quarter of 2023. The fair value of these assets, using Level 3 inputs in the fair value hierarchy, declined during the first quarter of 2023 due to market conditions including inflation and rising interest rates. These unwanted assets are classified as held for sale as of June 30, 2023 on our condensed consolidated balance sheet. 15 NOTE 8 STOCKHOLDERS' EQUITY Share Repurchase Program Our Board of Directors has authorized a Share Repurchase Program to acquire up to $ 1.1 billion of our common stock through June 30, 2024. The repurchases may be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, derivative contracts or otherwise in compliance with Rule 10b-18, subject to market conditions. The Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares and our Board of Directors may modify, suspend, or discontinue authorization of the program at any time. The following is a summary of our share repurchases, held as treasury stock for the periods presented: Total Number of Shares Purchased Total Value of Shares Purchased Average Price Paid per Share (number of shares) (in millions) ($ per share) Three months ended June 30, 2022 2,255,445 $ 96 $ 42.57 Three months ended June 30, 2023 1,618,746 $ 64 $ 39.12 Six months ended June 30, 2022 3,923,901 $ 167 $ 42.55 Six months ended June 30, 2023 3,042,510 $ 123 $ 40.12 Inception of Program (May 2021) through June 30, 2023 14,498,770 $ 584 $ 40.18 Note: The total value of shares purchased includes approximately $ 1 million in the six months ended June 30, 2023 related to excise taxes on share repurchases, which was effective beginning in 2023. Commissions paid were not significant in all periods presented. Dividends On February 23, 2023, our Board of Directors declared a quarterly cash dividend of $ 0.2825 per share of common stock which amounted to $ 20 million in the aggregate. The dividend was payable to shareholders of record at the close of business on March 6, 2023 and was paid on March 16, 2023. On April 28, 2023, our Board of Directors declared a quarterly cash dividend of $ 0.2825 per share of common stock which amounted to $ 20 million in the aggregate. The dividend was payable to shareholders of record at the close of business on June 1, 2023 and was paid on June 16, 2023. Future cash dividends, and the establishment of record and payment dates, are subject to final determination by our Board of Directors each quarter after reviewing our financial performance and position. See Note 13 Subsequent Event for information on future cash dividends. Warrants In October 2020, we reserved an aggregate 4,384,182 shares of our common stock for warrants which are exercisable at $ 36 per share through October 26, 2024. As of June 30, 2023, we had outstanding warrants exercisable into 4,295,157 shares of our common stock (subject to adjustments pursuant to the terms of the warrants). During the three and six months ended June 30, 2023 and 2022, we issued an insignificant amount of shares of our common stock in exchange for warrants. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 11 Stockholders' Equity in our 2022 Annual Report for additional information on the terms of our warrants. NOTE 9 EARNINGS PER SHARE Basic and diluted earnings per share (EPS) were calculated using the treasury stock method for the three and six months ended June 30, 2023 and 2022. Our restricted stock unit (RSU) and performance stock unit (PSU) awards are not considered participating securities since the dividend rights on unvested shares are forfeitable. 16 For basic EPS, the weighted-average number of common shares outstanding excludes shares underlying our equity-settled awards and warrants. For diluted EPS, the basic shares outstanding are adjusted by adding potential common shares, if dilutive. The following table presents the calculation of basic and diluted EPS, for the three and six months ended June 30, 2023 and 2022: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 (in millions, except per-share amounts) Numerator for Basic and Diluted EPS Net income $ 97 $ 190 $ 398 $ 15 Denominator for Basic EPS Weighted-average shares 69.7 76.7 70.5 77.6 Potential Common Shares, if dilutive: Warrants 0.5 0.7 0.5 0.7 Restricted Stock Units 0.9 0.7 0.9 0.7 Performance Stock Units 0.8 0.7 0.8 0.6 Denominator for Diluted EPS Weighted-average shares 71.9 78.8 72.7 79.6 EPS Basic $ 1.39 $ 2.48 $ 5.65 $ 0.19 Diluted $ 1.35 $ 2.41 $ 5.47 $ 0.19 NOTE 10 SUPPLEMENTAL ACCOUNT BALANCES Revenues — We derive most of our revenue from sales of oil, natural gas and natural gas liquids (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 of produced oil, natural gas and NGLs to customers: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 (in millions) Oil $ 362 $ 547 $ 752 $ 1,033 Natural gas 43 94 306 174 NGLs 42 77 104 139 Oil, natural gas and NGL sales $ 447 $ 718 $ 1,162 $ 1,346 17 Inventories — Materials and supplies, which primarily consist of well equipment and tubular goods used in our oil and natural gas operations, are valued at weighted-average cost and are reviewed periodically for obsolescence. Finished goods include produced oil and NGLs in storage, which are valued at the lower of cost or net realizable value. Inventories, by category, are as follows: June 30, December 31, 2023 2022 (in millions) Materials and supplies $ 65 $ 56 Finished goods 4 4 Inventories $ 69 $ 60 Other current assets, net — Other current assets, net include the following: June 30, December 31, 2023 2022 (in millions) Net amounts due from joint interest partners (a) $ 32 $ 39 Fair value of commodity derivative contracts 37 39 Prepaid expenses 21 17 Greenhouse gas allowances 16 — Natural gas margin deposits 3 16 Income tax receivable 4 10 Other 12 12 Other current assets, net $ 125 $ 133 (a) Included in the June 30, 2023 and December 31, 2022 net amounts due from joint interest partners are allowances of $ 1 million. Other noncurrent assets — Other noncurrent assets include the following: June 30, December 31, 2023 2022 (in millions) Operating lease right-of-use assets $ 83 $ 73 Deferred financing costs - Revolving Credit Facility 12 6 Emission reduction credits 11 11 Prepaid power plant maintenance 31 28 Fair value of commodity derivative contracts 17 7 Deposits and other 12 15 Other noncurrent assets $ 166 $ 140 18 Accrued liabilities — Accrued liabilities include the following: June 30, December 31, 2023 2022 (in millions) Employee-related costs $ 65 $ 49 Taxes other than on income 31 32 Asset retirement obligations 72 59 Interest 19 19 Operating lease liability 16 18 Premiums due on commodity derivative contracts 35 58 Liability for settlement payments on commodity derivative contracts 15 33 Amounts due under production-sharing contracts 7 — Signal Hill maintenance 11 8 Other 28 22 Accrued liabilities $ 299 $ 298 Other long-term liabilities — Other long-term liabilities includes the following: June 30, December 31, 2023 2022 (in millions) Compensation-related liabilities $ 40 $ 36 Postretirement benefit plan 29 33 Operating lease liability 64 52 Premiums due on commodity derivative contracts 13 8 Contingent liability (related to Carbon TerraVault JV put and call rights) 50 48 Other 8 8 Other long-term liabilities $ 204 $ 185 General and administrative expenses — The table below shows G&A expenses for our exploration and production business (including unallocated corporate overhead and other) separately from our carbon management business. The amounts shown for our carbon management business are net of amounts invoiced under the MSA to the Carbon TerraVault JV. See Note 2 Investment in Unconsolidated Subsidiary and Related Party Transactions for more information on the Carbon TerraVault JV. G&A expenses were $ 71 million for the three months ended June 30, 2023, which was an increase of $ 15 million from $ 56 million for the three months ended June 30, 2022. G&A expenses were $ 136 million for the six months ended June 30, 2023, which was an increase of $ 32 million from $ 104 million for the six months ended June 30, 2022. The increase in G&A expenses for the three and six month periods was primarily attributable to compensation-related expenses, including accelerated vesting for certain departing employees and stock-based compensation awards granted in 2023, and higher spending on information technology infrastructure. Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 (in millions) (in millions) Exploration and production, corporate and other $ 68 $ 52 $ 130 $ 99 Carbon management business 3 4 6 5 Total general and administrative expenses $ 71 $ 56 $ 136 $ 104 19 Other operating expenses, net — The table below shows other operating expenses, net for our exploration and production business (including unallocated corporate overhead and other) separately from our carbon management business. Carbon management expenses includes lease cost for carbon sequestration easements, advocacy, and other startup related costs. Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 (in millions) (in millions) Exploration and production, corporate and other $ 13 $ 9 $ 22 $ 23 Carbon management business 8 — 12 — Total other operating expenses, net $ 21 $ 9 $ 34 $ 23 NOTE 11 SUPPLEMENTAL CASH FLOW INFORMATION We paid $ 51 million of U.S. federal and state income tax payments during the three and six months ended June 30, 2023. We paid $ 20 million of U.S. federal income tax payments during the three and six months ended June 30, 2022. No state income tax payments were made in the three and six months ended June 30, 2022. Interest paid, net of capitalized amounts, was insignificant for the three months ended June 30, 2023 and $ 22 million for the six months ended June 30, 2023. Interest paid, net of capitalized amounts, was insignificant for the three months ended June 30, 2022 and $ 22 million for the six months ended June 30, 2022. Non-cash investing activities in the three and six months ended June 30, 2023 included $ 2 million and $ 4 million, respectively, related to our share of capital calls by the Carbon TerraVault JV. See Note 2 Investment in Unconsolidated Subsidiary and Related Party Transactions for more information on the Carbon TerraVault JV. Non-cash investing activities in the three and six months ended June 30, 2022 included $ 1 million of additional earn-out consideration related to our Ventura basin asset divestiture. NOTE 12 CONDENSED CONSOLIDATING FINANCIAL INFORMATION We have designated certain of our subsidiaries as Unrestricted Subsidiaries under the indenture governing our Senior Notes (Senior Notes Indenture). Unrestricted Subsidiaries (as defined in the Senior Notes Indenture) are subject to fewer restrictions under the Senior Notes Indenture. We are required under the Senior Notes indenture to present the financial condition and results of operations of CRC and its Restricted Subsidiaries (as defined in the Senior Notes Indenture) separate from the financial condition and results of operations of its Unrestricted Subsidiaries. The following condensed consolidating balance sheets as of June 30, 2023 and December 31, 2022 and the condensed consolidating statements of operations for the three and six months ended June 30, 2023 and 2022, as applicable, reflect the condensed consolidating financial information of our parent company, CRC (Parent), our combined Unrestricted Subsidiaries, our combined Restricted Subsidiaries and the elimination entries necessary to arrive at the information for the Company on a consolidated basis. The financial information may not necessarily be indicative of the financial condition and results of operations had the Unrestricted Subsidiaries operated as independent entities. 20 Condensed Consolidating Balance Sheets As of June 30, 2023 and December 31, 2022 As of June 30, 2023 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total current assets $ 467 $ 30 $ 370 $ — $ 867 Total property, plant and equipment, net 12 7 2,726 — 2,745 Investments in consolidated subsidiaries 2,736 ( 9 ) 1,530 ( 4,257 ) — Deferred tax asset 108 — — — 108 Investment in unconsolidated subsidiary — 14 — — 14 Other assets 14 42 110 — 166 TOTAL ASSETS $ 3,337 $ 84 $ 4,736 $ ( 4,257 ) $ 3,900 Total current liabilities 95 9 478 — $ 582 Long-term debt 593 — — — 593 Asset retirement obligations — — 411 — 411 Other long-term liabilities 77 76 51 — 204 Amounts due to (from) affiliates 462 21 ( 483 ) — — Total equity 2,110 ( 22 ) 4,279 ( 4,257 ) 2,110 TOTAL LIABILITIES AND EQUITY $ 3,337 $ 84 $ 4,736 $ ( 4,257 ) $ 3,900 As of December 31, 2022 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total current assets $ 329 $ 33 $ 502 $ — $ 864 Total property, plant and equipment, net 13 6 2,767 — 2,786 Investments in consolidated subsidiaries 2,096 — 1,512 ( 3,608 ) — Deferred tax asset 164 — — — 164 Investment in unconsolidated subsidiary — 13 — — 13 Other assets 8 33 99 — 140 TOTAL ASSETS $ 2,610 $ 85 $ 4,880 $ ( 3,608 ) $ 3,967 Total current liabilities 76 7 811 — $ 894 Long-term debt 592 — — — 592 Asset retirement obligations — — 432 — 432 Other long-term liabilities 78 67 40 — 185 Total equity 1,864 11 3,597 ( 3,608 ) 1,864 TOTAL LIABILITIES AND EQUITY $ 2,610 $ 85 $ 4,880 $ ( 3,608 ) $ 3,967 21 Condensed Consolidating Statement of Operations For the three and six months ended June 30, 2023 and 2022 Three months ended June 30, 2023 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total revenues $ 5 $ — $ 586 $ — $ 591 Total costs and other 62 11 371 — 444 Non-operating (loss) income ( 11 ) ( 2 ) 1 — ( 12 ) (LOSS) INCOME BEFORE INCOME TAXES ( 68 ) ( 13 ) 216 — 135 Income tax provision ( 38 ) — — — ( 38 ) NET (LOSS) INCOME $ ( 106 ) $ ( 13 ) $ 216 $ — $ 97 Three months ended June 30, 2022 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total revenues $ — $ — $ 747 $ — $ 747 Total costs and other 43 5 425 — 473 Gain on asset divestitures — — 4 — 4 Non-operating (loss) income ( 13 ) — 1 — ( 12 ) (LOSS) INCOME BEFORE INCOME TAXES ( 56 ) ( 5 ) 327 — 266 Income tax provision ( 76 ) — — — ( 76 ) NET (LOSS) INCOME $ ( 132 ) $ ( 5 ) $ 327 $ — $ 190 Six months ended June 30, 2023 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total revenues $ 9 $ — $ 1,606 $ — $ 1,615 Total costs and other 112 19 951 — 1,082 Gain on asset divestitures — — 7 — 7 Non-operating (loss) income ( 27 ) ( 5 ) 3 — ( 29 ) (LOSS) INCOME BEFORE INCOME TAXES ( 130 ) ( 24 ) 665 — 511 Income tax provision ( 113 ) — — — ( 113 ) NET (LOSS) INCOME $ ( 243 ) $ ( 24 ) $ 665 $ — $ 398 22 Six months ended June 30, 2022 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total revenues $ — $ — $ 900 $ — $ 900 Total costs and other 81 7 781 — 869 Gain on asset divestitures — — 58 — 58 Non-operating (loss) income ( 27 ) — 3 — ( 24 ) (LOSS) INCOME BEFORE INCOME TAXES ( 108 ) ( 7 ) 180 — 65 Income tax provision ( 50 ) — — — ( 50 ) NET (LOSS) INCOME $ ( 158 ) $ ( 7 ) $ 180 $ — $ 15 NOTE 13 SUBSEQUENT EVENT On July 28, 2023, our Board of Directors declared a quarterly cash dividend of $ 0.2825 per share of common stock. The dividend is payable to shareholders of record at the close of business on September 1, 2023 and is expected to be paid on September 15, 2023. 23