California Resources Corp 10-Q

Item 1 Financial Statements (unaudited) CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets As of March 31, 2024 and December 31, 2023 (in millions, except share data) March 31, December 31, 2024 2023 CURRENT ASSETS Cash and cash equivalents $ 403 $ 496 Trade receivables 192 216 Inventories 70 72 Assets held for sale 13 13 Receivable from affiliate 66 19 Other current assets, net 95 113 Total current assets 839 929 PROPERTY, PLANT AND EQUIPMENT 3,514 3,437 Accumulated depreciation, depletion and amortization ( 721 ) ( 667 ) Total property, plant and equipment, net 2,793 2,770 INVESTMENT IN UNCONSOLIDATED SUBSIDIARY 16 19 DEFERRED INCOME TAXES 139 132 OTHER NONCURRENT ASSETS 123 148 TOTAL ASSETS $ 3,910 $ 3,998 CURRENT LIABILITIES Accounts payable 251 245 Liabilities associated with assets held for sale 5 5 Accrued liabilities 338 366 Total current liabilities 594 616 NONCURRENT LIABILITIES Long-term debt, net 541 540 Asset retirement obligations 429 422 Other long-term liabilities 253 201 STOCKHOLDERS' EQUITY Preferred stock ( 20,000,000 shares authorized at $ 0.01 par value) no shares outstanding at March 31, 2024 and December 31, 2023 — — Common stock ( 200,000,000 shares authorized at $ 0.01 par value) ( 84,460,423 and 83,557,800 shares issued; 68,530,744 and 68,693,885 shares outstanding at March 31, 2024 and December 31, 2023) 1 1 Treasury stock ( 15,929,679 shares held at cost at March 31, 2024 and 14,863,915 shares held at cost at December 31, 2023) ( 662 ) ( 604 ) Additional paid-in capital 1,295 1,329 Retained earnings 1,387 1,419 Accumulated other comprehensive income 72 74 Total stockholders' equity 2,093 2,219 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,910 $ 3,998 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 months ended March 31, 2024 and 2023 (dollars in millions, except share and per share data; shares in millions) Three months ended March 31, 2024 2023 REVENUES Oil, natural gas and NGL sales $ 429 $ 715 Net (loss) gain from commodity derivatives ( 71 ) 42 Revenue from marketing of purchased commodities 74 187 Electricity sales 15 68 Interest and other revenue 7 12 Total operating revenues 454 1,024 OPERATING EXPENSES Operating costs 176 254 General and administrative expenses 57 65 Depreciation, depletion and amortization 53 58 Asset impairment — 3 Taxes other than on income 38 42 Exploration expense 1 1 Costs related to marketing of purchased commodities 54 124 Electricity generation expenses 8 49 Transportation costs 20 17 Accretion expense 12 12 Carbon management business expenses 8 5 Other operating expenses, net 37 8 Total operating expenses 464 638 Gain on asset divestitures 6 7 OPERATING (LOSS) INCOME ( 4 ) 393 NON-OPERATING (EXPENSES) INCOME Interest and debt expense ( 13 ) ( 14 ) Loss from investment in unconsolidated subsidiary ( 3 ) ( 2 ) Other non-operating income (loss) 1 ( 1 ) (LOSS) INCOME BEFORE INCOME TAXES ( 19 ) 376 Income tax benefit (provision) 9 ( 75 ) NET (LOSS) INCOME $ ( 10 ) $ 301 Net (loss) income per share Basic $ ( 0.14 ) $ 4.22 Diluted $ ( 0.14 ) $ 4.09 Weighted-average common shares outstanding Basic 69.0 71.3 Diluted 69.0 73.5 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive (Loss) Income For the three months ended March 31, 2024 and 2023 (in millions) Three months ended March 31, 2024 2023 Net (loss) income $ ( 10 ) $ 301 Other comprehensive income: Amortization of prior service cost credit included in net periodic benefit cost, net of tax (a) ( 2 ) — Comprehensive (loss) income attributable to common stock $ ( 12 ) $ 301 (a) Tax effects of the amortization of prior service cost credit were insignificant for the three months ended March 31, 2024. 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 months ended March 31, 2024 and 2023 (in millions) Three months ended March 31, 2024 Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Total Equity Balance, December 31, 2023 $ 1 $ ( 604 ) $ 1,329 $ 1,419 $ 74 $ 2,219 Net loss — — — ( 10 ) — ( 10 ) Share-based compensation — — 7 — — 7 Repurchases of common stock — ( 58 ) — — — ( 58 ) Cash dividend ($ 0.31 per share) — — — ( 22 ) — ( 22 ) Shares cancelled for taxes — — ( 41 ) — — ( 41 ) Other comprehensive income, net of tax — — — — ( 2 ) ( 2 ) Balance, March 31, 2024 $ 1 $ ( 662 ) $ 1,295 $ 1,387 $ 72 $ 2,093 Three months ended March 31, 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 — — — 301 — 301 Share-based compensation — — 7 — — 7 Repurchases of common stock — ( 59 ) — — — ( 59 ) Cash dividend ($ 0.2825 per share) — — — ( 20 ) — ( 20 ) Shares cancelled for taxes — — ( 1 ) — — ( 1 ) Balance, March 31, 2023 $ 1 $ ( 520 ) $ 1,311 $ 1,219 $ 81 $ 2,092 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 months ended March 31, 2024 and 2023 (in millions) Three months ended March 31, 2024 2023 CASH FLOW FROM OPERATING ACTIVITIES Net (loss) income $ ( 10 ) $ 301 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation, depletion and amortization 53 58 Deferred income tax (benefit) provision ( 9 ) 47 Asset impairment — 3 Net loss (gain) from commodity derivatives 72 ( 42 ) Net payments on settled commodity derivatives ( 14 ) ( 65 ) Gain on asset divestitures ( 6 ) ( 7 ) Other non-cash charges to income, net 6 21 Changes in operating assets and liabilities, net ( 5 ) ( 6 ) Net cash provided by operating activities 87 310 CASH FLOW FROM INVESTING ACTIVITIES Capital investments ( 54 ) ( 47 ) Changes in accrued capital investments ( 4 ) ( 13 ) Proceeds from asset divestitures, net 10 — Other, net ( 1 ) ( 1 ) Net cash used in investing activities ( 49 ) ( 61 ) CASH FLOW FROM FINANCING ACTIVITIES Repurchases of common stock ( 58 ) ( 59 ) Common stock dividends ( 21 ) ( 20 ) Payments on equity-settled awards ( 4 ) — Issuance of common stock 1 1 Bridge loan commitment and debt amendment costs ( 8 ) — Shares cancelled for taxes ( 41 ) ( 1 ) Net cash used in financing activities ( 131 ) ( 79 ) (Decrease) increase in cash and cash equivalents ( 93 ) 170 Cash and cash equivalents—beginning of period 496 307 Cash and cash equivalents—end of period $ 403 $ 477 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 March 31, 2024 NOTE 1 BASIS OF PRESENTATION We are an independent oil and natural gas exploration and production and carbon management company operating properties exclusively within California. We are committed to energy transition and have some of the lowest carbon intensity production in the United States. We are in the early stages of permitting several carbon capture and storage (CCS) projects in California. Our carbon management business, which we refer to as Carbon TerraVault, is expected to build, install, operate and maintain CO 2 capture equipment, transportation assets and storage facilities in California. In August 2022, we entered into a joint venture with BGTF Sierra Aggregator LLC (Brookfield) to pursue carbon management and storage activities (Carbon TerraVault JV) . See Note 3 Investment in Unconsolidated Subsidiary and Related Party Transactions for more information on the Carbon TerraVault JV. 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, 2023 (2023 Annual Report). The carrying amounts of cash, cash equivalents and on-balance sheet financial instruments, other than debt, approximate fair value. Refer to Note 4 Debt for the fair value of our debt. Certain prior period balances related to natural gas liquid (NGL) marketing activities have been reclassified to conform to our 2024 presentation. For the three months ended March 31, 2023, we reclassified $ 3 million related to NGL storage activities from other revenue to revenue from marketing of purchased commodities on our condensed consolidated statement of operations. NOTE 2 PENDING AERA MERGER On February 7, 2024, we entered into a definitive agreement and plan of merger (Merger Agreement) to combine with Aera Energy, LLC (Aera) in an all-stock transaction (Aera Merger) with an effective date of January 1, 2024. Aera is a leading operator of mature fields in California, primarily in the San Joaquin and Ventura basins, with high oil-weighted production. 9 Pursuant to the Merger Agreement, we have agreed to issue 21,170,357 shares of common stock (subject to customary adjustments in the event of stock splits, dividend paid in stock and similar items) plus an additional number of shares determined by reference to the dividends declared by us having a record date between the effective date and closing as more fully described in the Merger Agreement. Upon closing, Aera's $ 950 million outstanding long-term debt will become due as a result of a change in control provision within their legacy debt agreement. We expect to repay a significant portion of this indebtedness with cash on hand and borrowings under our Revolving Credit Facility. We intend to refinance the balance through one or more debt capital markets transactions and, only to the extent necessary, borrowings under a bridge loan facility provided by Citigroup Global Markets, Inc. (the Bank). Under the terms of our debt commitment letter with the Bank, it has committed, subject to satisfaction of customary conditions, to provide us with an unsecured 364-day bridge loan facility in an aggregate principal amount of $ 500 million (Bridge Loan Facility). Additionally, we have amended our Revolving Credit Facility as described in Note 4 Debt in connection with the pending Aera Merger. During the three months ended March 31, 2024, we incurred $ 8 million related to the bridge loan commitment and amending our Revolving Credit Facility which is reported in other current assets, net on our condensed consolidated balance sheet. Closing of the Aera Merger is subject to certain conditions, including, among others, approval of the stock issuance by our stockholders, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), prior authorization by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act and other customary closing conditions. The required waiting period under the HSR Act expired on March 25, 2024. Upon completion of the transaction, we currently expect our existing stockholders to own approximately 77 % of the combined company and the existing Aera owners to own approximately 23 % of the combined company, on a fully diluted basis. NOTE 3 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 installments with the last two installments subject to the achievement of certain milestones. We achieved the milestone for the second installment in March 2024. The third installment will be sized based on permitted storage capacity. Brookfield contributed the first $ 46 million installment of their initial investment to the Carbon TerraVault JV in 2022 and the second $ 46 million installment was recorded as a receivable from affiliate on our condensed consolidated balance sheet as of March 31, 2024. The remaining balance of the initial installment plus the second installment may, at our sole discretion, be distributed to us or used to satisfy future capital contributions, among other items. Because the parties have certain put and call rights (repurchase features) with respect to the 26R reservoir if certain milestones are not met, the first and second installment of the initial investment by Brookfield is reflected as a contingent liability included in other long-term liabilities on our condensed consolidated balance sheets. The contingent liability was $ 99 million and $ 52 million at March 31, 2024 and December 31, 2023, respectively. 10 The tables below present the summarized financial information related to our equity method investment in the Carbon TerraVault JV (and do not include amounts we have incurred related to development of our carbon management business, Carbon TerraVault) along with related party transactions for the periods presented. March 31, December 31, 2024 2023 (in millions) Investment in unconsolidated subsidiary (a) $ 16 $ 19 Receivable from affiliate (b) $ 66 $ 19 Other long-term liabilities - Contingent liability (related to Carbon TerraVault JV put and call rights) $ 99 $ 52 (a) Reflects our investment less losses allocated to us of $ 3 million and $ 9 million for the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. (b) The amount of Brookfield's contributions available to us and amounts due to us under the MSA (described further below) are reported as receivable from affiliate. At March 31, 2024, the amount of $ 66 million includes the remaining $ 63 million of Brookfield's first and second installments of their initial investment which is available to us and $ 3 million related to the MSA and vendor reimbursements. At December 31, 2023, the amount of $ 19 million includes $ 17 million remaining of Brookfield's initial contribution available to us and $ 2 million related to the MSA and vendor reimbursements. Three months ended March 31, 2024 2023 (in millions) Loss from investment in unconsolidated subsidiary $ 3 $ 2 General and administrative expenses (a) $ 2 $ 1 (a) General and administrative expenses on our condensed consolidated statements of operations have been reduced by this amount which we have invoiced to the Carbon TerraVault JV under the MSA for back-office operational and commercial services. We are also performing well abandonment work at our Elk Hills field as part of the permitting process for injection of CO 2 at the 26R reservoir. During the three months ended March 31, 2024 and 2023, we performed abandonment work and sought reimbursement in the amounts of $ 4 million and $ 1 million , respectively, from the Carbon TerraVault JV. 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). 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. 11 NOTE 4 DEBT As of March 31, 2024 and December 31, 2023, our long-term debt consisted of the following: March 31, December 31, 2024 2023 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 545 545 7.125 % February 1, 2026 Principal amount $ 545 $ 545 Unamortized debt issuance costs ( 4 ) ( 5 ) Long-term debt, net $ 541 $ 540 (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 amended and restated in its entirety the prior credit agreement dated October 27, 2020. As of March 31, 2024, our Revolving Credit Facility consisted of a senior revolving loan facility with an aggregate commitment of $ 630 million. Our Revolving Credit Facility also included a sub-limit of $ 250 million for the issuance of letters of credit. As of March 31, 2024, $ 153 million letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. As of March 31, 2024, we had $ 477 million of availability on our Revolving Credit Facility after taking into account the $ 153 million letters of credit outstanding. In connection with the Merger Agreement in February 2024, we entered into a second amendment to our Revolving Credit Facility to, among other things, permit the incurrence of indebtedness under the Bridge Loan Facility. In March 2024, we entered into the third amendment to our Revolving Credit Facility. The amendment facilitated certain matters with respect to the Aera Merger, including the postponement of the regular spring borrowing base redetermination until the fall of 2024 and certain other amendments. In March 2024, we obtained commitments from our existing lenders and certain new lenders to amend our Revolving Credit Facility upon the closing of the Aera Merger. These commitments include increasing our borrowing base from $ 1.2 billion to $ 1.5 billion, increasing the aggregate commitment amount from $ 630 million to $ 1.1 billion and other matters. These commitments are subject to certain conditions prior to becoming effective, including the closing of the Aera Merger. The borrowing base is redetermined semi-annually and was reaffirmed at $ 1.2 billion on October 30, 2023. The regular spring borrowing base redetermination for 2024 was postponed until the fall of 2024. 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, 2024, 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 2023 Annual Report. Fair Value The fair value of our fixed-rate debt at March 31, 2024 and December 31, 2023 was approximately $ 549 million and $ 554 million, respectively. We estimate fair value based on known prices from market transactions (using Level 1 inputs on the fair value hierarchy). 12 NOTE 5 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 March 31, 2024 and December 31, 2023 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. In March 2024, we entered into a cost sharing agreement with former lessees to share in ongoing maintenance costs during the pendency of the challenge to the BSEE order. We estimate our ongoing share of maintenance costs for the platforms could approximate $ 5 million to $ 8 million per year. Due to the preliminary stage of the process, no cost estimates to abandon the offshore platforms have been determined. NOTE 6 DERIVATIVES We continue to maintain a commodity hedging program primarily focused on crude oil to help protect our cash flows, margins and capital program from the volatility of commodity prices. We also enter into natural gas swaps for the purpose of hedging our fuel consumption at one of our steamfloods as well as swaps for natural gas purchases and sales related to our marketing activities. We did not have any derivative instruments designated as accounting hedges as of and for the three months ended March 31, 2024 and 2023. Unless otherwise indicated, we use the term "hedge" to describe derivative instruments that are designed to implement our hedging strategy. Summary of Derivative Contracts We held the following Brent-based contracts as of March 31, 2024: Q2 2024 Q3 2024 Q4 2024 1H 2025 2H 2025 Sold Calls Barrels per day 30,000 30,000 29,000 28,000 27,500 Weighted-average price per barrel $ 90.07 $ 90.07 $ 90.07 $ 86.88 $ 86.90 Purchased Puts Barrels per day 30,000 30,000 29,000 28,000 27,500 Weighted-average price per barrel $ 65.17 $ 65.17 $ 65.17 $ 61.43 $ 61.45 Swaps Barrels per day 8,875 8,875 5,500 3,500 3,250 Weighted-average price per barrel $ 79.28 $ 80.10 $ 77.45 $ 72.81 $ 72.50 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. 13 • Purchased puts – we receive settlement payments for prices below the indicated weighted-average price per barrel. • Swaps – we make settlement payments for prices above the indicated weighted-average price per barrel and receive settlement payments for prices below the indicated weighted-average price per barrel. At March 31, 2024, we also held the following swaps to hedge purchased natural gas used in our operations as shown in the table below. Q2 2024 Q3 2024 Q4 2024 Swaps: MMBtu per day 10,000 10,000 10,000 Weighted-average price per MMBtu $ 5.65 $ 5.65 $ 5.65 We also have a limited number of derivative contracts related to our natural gas marketing activities are intended to lock in locational price spreads. These derivative contracts are not significant to our results of operations or financial statements taken as a whole. Fair Value of Derivatives Derivative instruments not designated as hedging instruments are required to be recorded on the balance sheet at fair value. We report gains and losses on our derivative contracts which hedge commodity price risk related to our oil production and our marketing activities in operating revenue on our consolidated statements of operations as shown in the table below: Three months ended March 31, 2024 2023 (in millions) Non-cash commodity derivative (loss) gain $ ( 59 ) $ 107 Settlements and premiums ( 12 ) ( 65 ) Net (loss) gain from commodity derivatives $ ( 71 ) $ 42 We report gains and losses on our derivative contracts for purchased natural gas used to generate steam for our steamflood operations as a component of operating expense on our consolidated statement of operations. For the three months ended March 31, 2024, we recognized a net loss of $ 1 million (which includes a non-cash gain of $ 1 million and $ 2 million of settlement payments) in other operating expenses, net on our consolidated statement of operations. We did not have derivative contracts related to purchased natural gas for the three months ended March 31, 2023. Our derivative contracts are measured at fair value using industry-standard models with various inputs, including quoted forward prices, and are classified as Level 2 in the required fair value hierarchy for the periods presented. The following tables present the fair values of our outstanding commodity derivatives as of March 31, 2024 and December 31, 2023: March 31, 2024 Classification Gross Amounts at Fair Value Netting Net Fair Value (in millions) Other current assets, net $ 11 $ ( 11 ) $ — Other noncurrent assets 24 ( 24 ) — Current liabilities ( 46 ) 11 ( 35 ) Noncurrent liabilities ( 38 ) 24 ( 14 ) $ ( 49 ) $ — $ ( 49 ) 14 December 31, 2023 Classification Gross Amounts at Fair Value Netting Net Fair Value (in millions) Other current assets, net $ 39 $ ( 18 ) $ 21 Other noncurrent assets 38 ( 32 ) 6 Current liabilities ( 26 ) 18 ( 8 ) Noncurrent liabilities ( 34 ) 32 ( 2 ) $ 17 $ — $ 17 15 NOTE 7 INCOME TAXES The following table presents the components of our total income tax provision: Three months ended March 31, 2024 2023 (in millions) (Loss) income before income taxes $ ( 19 ) $ 376 Current income tax provision — 28 Deferred income tax (benefit) provision ( 9 ) 47 Total income tax (benefit) provision $ ( 9 ) $ 75 Our income tax provision or benefit for interim periods is determined by applying an estimated annual effective tax rate to (loss) income before income taxes with the result adjusted for discrete items, if any, in the relevant period. A reconciliation of the U.S. federal statutory tax rate to effective tax rate, including discrete items, for the three months ended March 31, 2024 and 2023 is shown below: Three months ended March 31, 2024 2023 U.S federal statutory tax rate 21 % 21 % State income taxes, net 7 7 Other 3 — Annual effective tax rate 31 % 28 % Discrete items: Stock compensation and other 16 — Change in the valuation allowance — ( 8 ) Effective tax rate 47 % 20 % Our annual effective tax rate of 31 % differed from the U.S. federal statutory tax rate of 21 % for the three months ended March 31, 2024 primarily due to state taxes and disallowed executive compensation expense. During the three months ended March 31, 2024, we recognized an income tax benefit related to the settlement of certain equity-settled stock-based compensation awards, which have the effect of increasing our effective tax rate by 16 %. Our annual effective tax rate of 28 % differed from the U.S. federal statutory tax rate of 21 % for the three months ended March 31, 2023 due to state taxes. During the three months ended March 31, 2023 we recognized a tax benefit for the release of a valuation allowance which was recorded in 2022 related to a capital loss generated from the divestiture of oil and gas assets. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 7 Income Taxes in our 2023 Annual Report for additional information. Management expects to realize the recorded deferred tax assets primarily through future income and reversal of taxable temporary differences. Realization of our existing deferred tax assets is not assured and depends on a number of factors including our ability to generate sufficient taxable income in future periods. NOTE 8 DIVESTITURES AND ACQUISITIONS Divestitures Fort Apache in Huntington Beach In March 2024, we sold our 0.9 -acre Fort Apache real estate property in Huntington Beach, California for a purchase price of $ 10 million and recognized a $ 6 million gain. 16 Ventura Basin Transactions During 2021 and 2022, we entered into transactions to sell our Ventura basin assets. The transaction contemplates multiple closings that are subject to customary closing conditions. 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 could occur in 2024. 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 March 31, 2024 and December 31, 2023. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 8 Divestitures and Acquisitions in our 2023 Annual Report for additional information on the Ventura basin transactions. Other During the three months ended March 31, 2023, we sold a non-producing asset in exchange for the assumption of liabilities, recognizing a $ 7 million gain related to the liability reduction. Acquisitions In 2022, we acquired properties for carbon management activities for approximately $ 17 million. We intend to divest a portion of these assets and recorded these assets at fair value recognizing an impairment of $ 3 million in the first quarter of 2023. The fair value, 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). The assets being divested are classified as held for sale as of March 31, 2024 on our condensed consolidated balance sheet. NOTE 9 STOCKHOLDERS' EQUITY Share Repurchase Program Our Board of Directors has authorized a Share Repurchase Program to acquire up to $ 1.35 billion of our common stock through December 31, 2025. 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, which is 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 March 31, 2023 1,423,764 $ 59 $ 41.25 Three months ended March 31, 2024 1,065,764 $ 58 $ 53.26 Inception of Program (May 2021) through March 31, 2024 15,929,679 $ 662 $ 41.39 Note: The total value of shares purchased includes approximately $ 1 million in both the three months ended March 31, 2024 and 2023 related to excise taxes on share repurchases, which was effective beginning on January 1, 2023. Commissions paid on share repurchases were not significant in all periods presented. 17 Dividends Our Board of Directors declared the following cash dividends for each of the periods presented. Total Dividend Rate Per Share (in millions) ($ per share) Three months ended March 31, 2024 $ 21 $ 0.31 Three months ended March 31, 2023 $ 20 $ 0.2825 In addition to dividends on our common stock shown in the table above, we paid $ 4 million on equity-settled stock-based compensation awards in the three months ended March 31, 2024. 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 14 Subsequent Events 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 March 31, 2024, we had outstanding warrants exercisable into 4,163,670 shares of our common stock (subject to adjustments pursuant to the terms of the warrants). During the three months ended March 31, 2024, we issued 18,851 shares of our common stock in exchange for warrants. During the three months ended March 31, 2023, we issued an insignificant number of shares of our common stock in exchange for warrants. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 10 Stockholders' Equity in our 2023 Annual Report for additional information on the terms of our warrants. NOTE 10 EARNINGS PER SHARE Basic and diluted earnings per share (EPS) were calculated using the treasury stock method for the three months ended March 31, 2024 and 2023. 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. 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. 18 The following table presents the calculation of basic and diluted EPS, for the three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 2023 (in millions, except per-share amounts) Numerator for Basic and Diluted EPS Net (loss) income $ ( 10 ) $ 301 Denominator for Basic EPS Weighted-average shares 69.0 71.3 Potential common shares, if dilutive: Warrants — 0.5 Restricted stock units — 0.9 Performance stock units — 0.8 Denominator for Diluted EPS Weighted-average shares 69.0 73.5 EPS Basic $ ( 0.14 ) $ 4.22 Diluted $ ( 0.14 ) $ 4.09 The following table presents potentially dilutive weighted-average common shares which were excluded from the denominator for diluted EPS in periods of losses: Three months ended March 31, 2024 2023 (in millions) Shares issuable upon exercise of warrants 4.2 — Shares issuable upon settlement of RSUs 0.9 — Shares issuable upon settlement of PSUs 1.1 — Total antidilutive shares 6.2 — NOTE 11 SUPPLEMENTAL ACCOUNT BALANCES Revenues — 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 of produced oil, natural gas and NGLs to customers: Three months ended March 31, 2024 2023 (in millions) Oil $ 348 $ 390 Natural gas 32 263 NGLs 49 62 Oil, natural gas and NGL sales $ 429 $ 715 19 From time-to-time, we enter into transactions for third-party production, which we report as revenue from marketing of purchased commodities on our condensed consolidated statement of operations. Revenues from marketing of purchased commodities primarily results from the storage or transportation of natural gas to take advantage of differences in pricing or location or in the quality of other products. The following table provides disaggregated revenue for sales to customers related to our marketing activities: Three months ended March 31, 2024 2023 (in millions) Oil $ 20 $ — Natural gas 48 184 NGLs 6 3 Revenue from marketing of purchased commodities $ 74 $ 187 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: March 31, December 31, 2024 2023 (in millions) Materials and supplies $ 68 $ 68 Finished goods 2 4 Inventories $ 70 $ 72 Other current assets, net — Other current assets, net include the following: March 31, December 31, 2024 2023 (in millions) Net amounts due from joint interest partners (a) $ 40 $ 43 Fair value of commodity derivative contracts — 21 Prepaid expenses 29 19 Greenhouse gas allowances 6 12 Income tax receivable 4 — Other 16 18 Other current assets, net $ 95 $ 113 (a) Included in the March 31, 2024 and December 31, 2023 net amounts due from joint interest partners are allowances of $ 3 million. Other noncurrent assets — Other noncurrent assets include the following: March 31, December 31, 2024 2023 (in millions) Operating lease right-of-use assets $ 85 $ 73 Deferred financing costs - Revolving Credit Facility 10 11 Emission reduction credits 11 11 Prepaid power plant maintenance 2 34 Fair value of commodity derivative contracts — 6 Deposits and other 15 13 Other noncurrent assets $ 123 $ 148 20 Accrued liabilities — Accrued liabilities include the following: March 31, December 31, 2024 2023 (in millions) Employee-related costs $ 48 $ 82 Taxes other than on income 50 35 Asset retirement obligations 90 99 Interest 8 18 Operating lease liability 19 15 Fair value of derivative contracts 35 8 Premiums due on commodity derivative contracts 13 21 Liability for settlement payments on commodity derivative contracts 5 8 Amounts due under production-sharing contracts 10 5 Signal Hill maintenance 13 12 Income taxes payable — 18 Other 47 45 Accrued liabilities $ 338 $ 366 Other long-term liabilities — Other long-term liabilities includes the following: March 31, December 31, 2024 2023 (in millions) Compensation-related liabilities $ 33 $ 38 Postretirement benefit plan 35 36 Operating lease liability 56 55 Fair value of commodity derivative contracts 14 2 Premiums due on commodity derivative contracts 10 10 Contingent liability (related to Carbon TerraVault JV put and call rights) 99 52 Other 6 8 Other long-term liabilities $ 253 $ 201 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 by us under the MSA with the Carbon TerraVault JV. See Note 3 Investment in Unconsolidated Subsidiary and Related Party Transactions for more information on the Carbon TerraVault JV. Three months ended March 31, 2024 2023 (in millions) Exploration and production, corporate and other $ 55 $ 62 Carbon management business 2 3 Total general and administrative expenses $ 57 $ 65 NOTE 12 SUPPLEMENTAL CASH FLOW INFORMATION We made U.S. federal and state income tax payments of $ 22 million during the three months ended March 31, 2024. We did not make U.S. federal or state income tax payments during the three months ended March 31, 2023. 21 Interest paid, net of capitalized amounts, was $ 20 million and $ 21 million for the three months ended March 31, 2024 and 2023, respectively. Interest income was $ 6 million and $ 3 million for the three months ended March 31, 2024 and 2023, respectively. Non-cash investing activities in the three months ended March 31, 2023 included $ 2 million related to our share of capital calls by the Carbon TerraVault JV. See Note 3 Investment in Unconsolidated Subsidiary and Related Party Transactions for more information on the Carbon TerraVault JV. Non-cash financing activities in the three months ended March 31, 2024 included approximately $ 87 million related to the issuance of shares for our stock-based compensation awards. Non-cash financing activities in the three months ended March 31, 2024 also included approximately $ 1 million related to dividend equivalents accrued for stock-based compensation awards and approximately $ 1 million related to an excise tax on share repurchases. Non-cash financing activities in the three months ended March 31, 2023 included an insignificant amount, for dividend equivalents accrued for stock-based compensation awards and approximately $ 1 million related to an excise tax on share repurchases. NOTE 13 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 March 31, 2024 and December 31, 2023 and the condensed consolidating statements of operations for the three months ended March 31, 2023 and 2024, 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. 22 Condensed Consolidating Balance Sheets As of March 31, 2024 and December 31, 2023 As of March 31, 2024 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total current assets $ 428 $ 67 $ 344 $ — $ 839 Total property, plant and equipment, net 13 16 2,764 — 2,793 Investments in consolidated subsidiaries 2,358 ( 17 ) 1,328 ( 3,669 ) — Deferred tax asset 139 — — — 139 Investment in unconsolidated subsidiary — 16 — — 16 Other assets 12 50 61 — 123 TOTAL ASSETS $ 2,950 $ 132 $ 4,497 $ ( 3,669 ) $ 3,910 Total current liabilities 82 15 497 — $ 594 Long-term debt 541 — — — 541 Asset retirement obligations — — 429 — 429 Other long-term liabilities 71 122 60 — 253 Amounts due to (from) affiliates 163 24 ( 187 ) — — Total equity 2,093 ( 29 ) 3,698 ( 3,669 ) 2,093 TOTAL LIABILITIES AND EQUITY $ 2,950 $ 132 $ 4,497 $ ( 3,669 ) $ 3,910 As of December 31, 2023 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total current assets $ 511 $ 20 $ 398 $ — $ 929 Total property, plant and equipment, net 14 12 2,744 — 2,770 Investments in consolidated subsidiaries 2,311 ( 11 ) 1,347 ( 3,647 ) — Deferred tax asset 132 — — — 132 Investment in unconsolidated subsidiary — 19 — — 19 Other assets 12 36 100 — 148 TOTAL ASSETS $ 2,980 $ 76 $ 4,589 $ ( 3,647 ) $ 3,998 Total current liabilities 142 13 461 — $ 616 Long-term debt 540 — — — 540 Asset retirement obligations — — 422 — 422 Other long-term liabilities 79 73 49 — 201 Total equity 2,219 ( 10 ) 3,657 ( 3,647 ) 2,219 TOTAL LIABILITIES AND EQUITY $ 2,980 $ 76 $ 4,589 $ ( 3,647 ) $ 3,998 23 Condensed Consolidating Statement of Operations For the three months ended March 31, 2024 and 2023 Three months ended March 31, 2024 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total revenues $ 6 $ — $ 457 $ ( 9 ) $ 454 Total costs and other 60 10 403 ( 9 ) 464 Gain on asset divestitures — — 6 — 6 Non-operating (loss) income ( 12 ) ( 4 ) 1 — ( 15 ) (LOSS) INCOME BEFORE INCOME TAXES ( 66 ) ( 14 ) 61 — ( 19 ) Income tax benefit 9 — — — 9 NET (LOSS) INCOME $ ( 57 ) $ ( 14 ) $ 61 $ — $ ( 10 ) Three months ended March 31, 2023 Parent Combined Unrestricted Subsidiaries Combined Restricted Subsidiaries Eliminations Consolidated (in millions) Total revenues $ 4 $ — $ 1,020 $ — $ 1,024 Total costs and other 50 8 580 — 638 Gain on asset divestitures — — 7 — 7 Non-operating (loss) income ( 15 ) ( 3 ) 1 — ( 17 ) (LOSS) INCOME BEFORE INCOME TAXES ( 61 ) ( 11 ) 448 — 376 Income tax provision ( 75 ) — — — ( 75 ) NET (LOSS) INCOME $ ( 136 ) $ ( 11 ) $ 448 $ — $ 301 NOTE 14 SUBSEQUENT EVENTS Dividend On May 7, 2024, our Board of Directors declared a quarterly cash dividend of $ 0.31 per share of common stock. The dividend is payable to shareholders of record at the close of business on May 31, 2024 and is expected to be paid on June 14, 2024. 24