California Resources Corporation*
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(Exact name of registrant as specified in its charter)
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Delaware
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1311
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46-5670947
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(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
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10889 Wilshire Blvd.
Los Angeles, California 90024
(888) 848 4754
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(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices) |
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Michael L. Preston
Executive Vice President, General Counsel and Corporate Secretary
10889 Wilshire Blvd.
Los Angeles, California 90024
(888) 848-4754
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(Name, address, including zip code, and telephone number,
including area code, of agent for service) |
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Copy to
:
Sarah K. Morgan
Vinson & Elkins L.L.P.
First City Tower
1001 Fannin, Suite 2500
Houston, Texas 77002-6760
(713) 758-2222
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*
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Includes subsidiaries of California Resource Corporation identified in the Table of Additional Registrant Guarantors below.
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Title of each class of
securities to be registered |
Amount to be registered
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Proposed Maximum Offering Price Per Unit
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Proposed maximum aggregate offering price
(1)
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Amount of registration fee
(2)
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5% Senior Notes due 2020
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$1,000,000,000
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100%
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$1,000,000,000
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$116,200
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Guarantees of 5% Senior Notes due 2020
(3)
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N/A
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N/A
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N/A
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N/A
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5
1
/
2
% Senior Notes due 2021
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$1,750,000,000
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100%
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$1,750,000,000
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$203,350
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Guarantees of 5
1
/
2
% Senior Notes due 2021
(3)
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N/A
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N/A
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N/A
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N/A
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6% Senior Notes due 2024
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$2,250,000,000
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100%
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$2,250,000,000
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$261,450
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Guarantees of 6% Senior Notes due 2024
(3)
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N/A
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N/A
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N/A
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N/A
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Total
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$5,000,000,000
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N/A
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$5,000,000,000
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$581,000
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(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.
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(2)
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Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended.
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(3)
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No separate consideration will be received for the guarantees, and no separate fee is payable pursuant to Rule 457(a) of the rules and regulations under the Securities Act of 1933, as amended.
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Exact Name of Registrant Guarantor
(1)
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State or Other Jurisdiction of Incorporation or Organization
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IRS Employer Identification Number
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California Heavy Oil, Inc.
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Delaware
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98-0234630
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California Resources Elk Hills, LLC
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Delaware
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95-4657310
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California Resources Long Beach, Inc.
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Delaware
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95-4236046
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California Resources Petroleum Corporation
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Delaware
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30-0339218
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California Resources Production Corporation
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Delaware
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77-0535342
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California Resources Tidelands, Inc.
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Delaware
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20-4110192
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California Resources Wilmington, LLC
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Delaware
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20-4110263
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CRC Construction Services, LLC
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Delaware
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47-3127030
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CRC Marketing, Inc.
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Delaware
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46-5660941
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CRC Services, LLC
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Delaware
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46-5676989
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Elk Hills Power, LLC
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Delaware
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95-4729983
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Socal Holding, LLC
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Delaware
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46-5693524
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Southern San Joaquin Production, Inc.
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Delaware
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37-1694423
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Thums Long Beach Company
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Delaware
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95-2381774
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Tidelands Oil Production Company
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Texas
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33-0335764
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(1)
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The address for the additional registrant guarantors is 10889 Wilshire Blvd., Los Angeles, California 90024, and the telephone number for the registrant guarantors is (888) 848-4754. The Primary Industrial Classification Code for each of the registrant guarantors is 1311 except Elk Hills Power, LLC for which the code is 4991.
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•
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The exchange offer expires at 5:00 p.m., New York City time, on , 2015, unless we extend it.
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•
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The exchange offer is subject to customary conditions, which we may waive.
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•
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We will exchange all outstanding original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for an equal principal amount of the relevant series of exchange notes. All interest due and payable on the original notes will become due and payable on the same terms under the relevant series of exchange notes.
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•
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You may withdraw your tender of original notes at any time prior to the expiration of the exchange offer.
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If you fail to tender your original notes, you will continue to hold unregistered, restricted securities, and your ability to transfer them could be adversely affected.
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•
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We believe that the exchange of original notes for exchange notes will not be a taxable event for U.S. federal income tax purposes, but you should see the discussion under the caption “Certain United States Federal Income Tax Considerations” for more information.
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•
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We will not receive any proceeds from the exchange offer.
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Cautionary Note Regarding Forward-Looking Statements
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iv
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Notice To New Hampshire Residents Only
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v
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Industry and Market Data
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v
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About This Prospectus
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v
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Prospectus Summary
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1
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Risk Factors
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9
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The Exchange Offer
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22
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Use of Proceeds
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31
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Capitalization
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31
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Selected Financial Data
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32
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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33
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Business
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52
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Management
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80
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Executive Compensation
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87
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Executive Compensation Tables
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99
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Certain Relationships and Related Party Transactions
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111
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California Resources Corporation and Subsidiaries Computation of Total Enterprise Ratio of Earnings to Fixed Charges
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118
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Description of Exchange Notes
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119
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Book-Entry; Delivery and Form
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139
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Certain United States Federal Income Tax Considerations
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142
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Plan of Distribution
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143
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Legal Matters
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144
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Independent Registered Public Accounting Firm
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144
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Independent Petroleum Engineers
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144
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Where You Can Find More Information
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144
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Index to Financial Statements and Supplementary Information
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F - 1
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•
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commodity pricing;
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•
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vulnerability to economic downturns and adverse developments in our business due to our debt;
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•
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insufficiency of our operating cash flow to fund planned capital investments;
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•
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inability to implement our capital investment program profitably or at all;
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•
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compliance with regulations or changes in regulations and the ability to obtain government permits and approvals;
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•
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uncertainties associated with drilling for and producing oil and natural gas;
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•
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tax law changes;
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•
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competition for oilfield equipment, services, qualified personnel and acquisitions;
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•
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the subjective nature of estimates of proved reserves and related future net cash flows;
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concentration of operations in a single geographic area;
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restrictions on our ability to obtain, use, manage or dispose of water;
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•
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inability to drill identified locations when planned or at all;
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•
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concerns about climate change and other air quality issues;
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•
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risks related to our acquisition activities;
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•
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catastrophic events for which we may be uninsured or underinsured;
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•
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cyber attacks;
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•
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operational issues that restrict market access; and
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•
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uncertainties related to the Spin-off, the agreements related thereto and the anticipated effects of restructuring or reorganizing our business.
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Original Notes
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5% senior notes due 2020 (“2020 original notes”), 5½% senior notes due 2021 (“2021 original notes”), and 6% senior notes due 2024 (“2024 original notes”), which were issued by California Resources Corporation in a private placement on October 1, 2014.
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Exchange Notes
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5% senior notes due 2020 (“2020 exchange notes”), 5½% senior notes due 2021 (“2021 exchange notes”), and 6% senior notes due 2024 (“2024 exchange notes”), issued by California Resources Corporation. The terms of the exchange notes are substantially identical to the related original notes except the exchange notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions and registration rights, and related special interest provisions, applicable to the original notes will not apply to the exchange notes. The exchange notes will represent the same debt as the related original notes, and we will issue the exchange notes under the same indenture used in issuing the original notes.
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Exchange Offer
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We are offering to exchange up to $5.0 billion in aggregate principal amount of our exchange notes that have been registered under the Securities Act for an equal aggregate principal amount of our original notes. You may exchange your 2020 original notes for 2020 exchange notes, your 2021 original notes for 2021 exchange notes and your 2024 original notes for 2024 exchange notes.
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Expiration Date
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The exchange offer will expire at 5:00 p.m., New York City time, on , 2015, which we refer to as the “Expiration Date,” unless we decide to extend it or terminate it early. We do not currently intend to extend the exchange offer. We will issue the exchange notes on the Expiration Date or promptly after that date. A tender of original notes pursuant to this exchange offer may be withdrawn at any time on or prior to the Expiration Date if we receive a valid written withdrawal request before the expiration of the exchange offer.
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Conditions to the Exchange Offer
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The exchange offer is subject to customary conditions which include, among other things, the absence of any applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission ("SEC") which, in our reasonable judgment, would materially impair our ability to proceed with the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of original notes being submitted for exchange. Please see “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.
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Procedures for Tendering Original Notes
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All of the original notes are held in book-entry form through the facilities of the Depository Trust Company (“DTC”). To participate in the exchange offer, you must follow the Automated Tender Offer Program (“ATOP”) procedures established by DTC for tendering original notes held in book-entry form. The ATOP procedures required that the exchange agent receive, prior to the expiration date of the exchange offer, a computer-generated message known as an “agent’s message” that is transmitted through ATOP and that DTC confirm that:
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•
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DTC has received instructions to exchange your original notes; and
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•
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you agree to be bound by the terms of the letter of transmittal.
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•
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you are acquiring exchange notes in the ordinary course of your business;
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•
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you have no arrangement or understanding with any person or entity to participate in a distribution of the exchange notes;
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•
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you are not our “affiliate” as defined in Rule 405 of the Securities Act;
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•
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if you are not a broker-dealer, that you are not engaged in, and do not intend to engage in, the distribution of the exchange notes; and
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•
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if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes that were acquired by you as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of such exchange notes.
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Special Procedures for Beneficial Owners
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Beneficial owners of original notes should contact their broker, dealer, commercial bank, trust company or other nominee for assistance in tendering their original notes in the exchange offer. If you wish to tender on your own behalf, you must, before instructing such nominee to tender and deliver original notes on your behalf, either arrange to have your original notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a long time.
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Guaranteed Delivery Procedures
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None.
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Acceptance of Original Notes and
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If you comply with the procedures of the exchange offer we will
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Delivery of Exchange Notes
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accept for exchange any and all original notes that are properly tendered in the exchange offer and not validly withdrawn prior to the Expiration Date. The exchange notes will be delivered promptly after the Expiration Date.
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Withdrawal; Non-Acceptance
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You may withdraw any original notes tendered in the exchange offer by sending a notice of withdrawal to the exchange agent using the ATOP procedures at any time prior to the Expiration Date. Any withdrawn original notes will be credited to the tendering holders’ account at DTC. For further information regarding the withdrawal of tendered original notes, please see “The Exchange Offer—Withdrawal of Tenders.” If any tendered original notes are not accepted for exchange because they do not comply with the procedures set forth in this prospectus and the accompanying letter of transmittal, or because of our withdrawal of the exchange offer, the occurrence of certain other events set forth herein or otherwise, such unaccepted original notes will be returned, without expense, to the tendering holder promptly after the Expiration Date or our withdrawal of the exchange offer. For further information regarding conditions to the exchange offer, please see “The Exchange Offer—Conditions to the Exchange Offer.”
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Accounting Treatment
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We will not recognize a gain or loss for accounting purposes as a result of the exchange offer.
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Certain United States Federal Income
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The exchange of original notes for exchange notes in the exchange
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Tax Considerations
|
offer will not be a taxable event for U.S. federal income tax purposes. Please see "Certain United States Federal Income Tax Considerations" for more information regarding the tax consequences to you of the exchange offer.
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Use of Proceeds
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The issuance of the exchange notes will not provide us with any proceeds. We are making this exchange offer solely to satisfy our obligations under the registration rights agreement we entered into with the initial purchasers of the original notes.
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Fees and Expenses
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We will pay all expenses incident to the exchange offer. Please see “The Exchange Offer—Fees and Expenses” for more information regarding payment of fees and expenses related to the exchange offer.
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Exchange Agent; Paying Agent and Registrar
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Wells Fargo Bank, National Association is serving as the exchange agent in connection with the exchange offer and will initially act as paying agent and registrar for the exchange notes. Wells Fargo Bank, National Association also serves as trustee under the indenture governing the notes. You can find the address and telephone number of the exchange agent elsewhere in this prospectus under the caption “The Exchange Offer—Exchange Agent.”
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Not Exchanging Your Original Notes
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If you do not exchange your original notes in this exchange offer, you will continue to hold unregistered original notes and you will
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Additional Documentation; Further
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Any questions of requests for assistance or additional
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Information; Assistance
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documentation regarding the exchange offer may be directed to the exchange agent.
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Issuer
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California Resources Corporation.
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Exchange Notes Offered
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We are offering $5.0 billion aggregate principal amount of notes registered under the Securities Act of the following series:
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•
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$1,000,000,000 aggregate principal amount of 5% senior notes due 2020;
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•
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$1,750,000,000 aggregate principal amount of 5
1
/
2
% senior notes due 2021; and
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•
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$2,250,000,000 aggregate principal amount of 6% senior notes due 2024.
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Maturity Date
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The 2020 exchange notes will mature on January 15, 2020, the 2021 exchange notes will mature on September 15, 2021 and the 2024 exchange notes will mature on November 15, 2024.
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Interest
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The 2020 exchange notes will bear interest at a rate of 5% per annum, the 2021 exchange notes will bear interest at a rate of 5
1
/
2
% per annum and the 2024 exchange notes will bear interest at a rate of 6% per annum.
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Interest Payment Dates
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Interest on the 2020 exchange notes will be paid semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2015. Interest on the 2021 exchange notes will be paid semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2015. Interest on the 2024 exchange notes will be paid semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2015.
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Guarantees
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The exchange notes will initially be fully and unconditionally guaranteed on a senior unsecured basis by all of our material subsidiaries. Please see “Description of Exchange Notes—Certain Covenants— Guarantees” and “Description of Exchange Notes—Guarantees.”
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Ranking
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The exchange notes will be our general senior unsecured obligations and will rank:
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•
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pari passu
in right of payment with any of our senior unsecured indebtedness, including indebtedness incurred under our Revolving Credit Facility and our Term Loan
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•
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effectively junior to any of our future secured indebtedness and other obligations to the extent of the value of the collateral securing such indebtedness and obligations;
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•
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structurally subordinated to any indebtedness and other liabilities (other than indebtedness and liabilities owed to us) of our subsidiaries that do not guarantee the exchange notes; and
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•
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senior in right of payment to any of our future subordinated indebtedness.
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Optional Redemption
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We may redeem the exchange notes of each series, in whole or in part, at any time and from time to time, at our option at the applicable redemption prices set forth under “Description of Exchange Notes—Optional Redemption.”
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Offer to Repurchase Following
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If we experience a change of control (as defined in the indenture
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Change of Control
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governing the exchange notes) accompanied by a ratings decline with respect to a series of exchange notes, we must offer to repurchase the exchange notes of such series at 101% of their principal amount, plus accrued and unpaid interest. See “Description of Exchange Notes—Change of Control.”
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Certain Covenants
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The indenture governing the exchange notes, among other things, restricts our ability, and our restricted subsidiaries’ ability, to incur debt secured by liens. These covenants will also restrict our ability to merge or consolidate with, or transfer all or substantially all of our assets to, another entity. These and other covenants that are contained in the indenture are subject to important exceptions and qualifications, which are described under “Description of Exchange Notes.”
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No Prior Market
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The exchange notes will be new securities for which there is currently no market. Although the initial purchasers have informed us that they intend to make a market in the exchange notes, they are not obligated to do so and may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.
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Book-Entry Form
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The exchange notes will be issued in book-entry form and will be represented by one or more global securities registered in the name of Cede & Co., as nominee for The Depository Trust Company, or DTC. Beneficial interests in the exchange notes will be evidenced by, and transfers will be effected only through, records maintained by DTC participants.
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Form and Denomination
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The exchange notes will be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
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Risk Factors
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You should consider carefully all the information included and incorporated by reference in this prospectus and, in particular, you should evaluate the specific factors set forth under “Risk Factors” in this prospectus, before deciding whether to participate in the exchange offer.
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•
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increasing our vulnerability to adverse changes in our business and to general economic and industry conditions, and putting us at a disadvantage against other competitors that have lower fixed obligations and more cash flow to devote to their businesses;
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•
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limiting our ability to obtain additional financing for working capital, capital investments, general corporate and other purposes; and
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•
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limiting our flexibility in operating our business and preventing us from engaging in certain transactions that might otherwise be beneficial to us.
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historical production from the area compared with production from similar areas;
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the quality, quantity and interpretation of available relevant data;
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•
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commodity prices;
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•
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production and operating costs;
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•
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ad valorem, excise and income taxes;
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•
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development costs;
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•
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the effects of government regulations; and
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•
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future workover and remedial costs.
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•
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enhancing our ability to grow by reinvesting substantially all of our cash flow in our business;
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•
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enhancing growth and efficiency by enabling our management team to focus its attention on the development and execution of our business in a single state;
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•
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enhancing our focus on, and accelerating our technical expertise in, specific reservoirs and fields in California; and
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•
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enhancing our market recognition with investors because of our status as an industry leader in California.
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our operating performance and financial condition;
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the interest of the securities dealers in making a market in the exchange notes; and
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•
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the market for similar securities.
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•
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our credit ratings with major credit rating agencies;
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•
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prevailing market interest rates and interest rates being paid by other companies similar to us;
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our financial condition, operating performance and future prospects;
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•
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market analysts’ perception of our company, our prospects and our industry in general; and
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the overall condition of the financial markets and global and domestic economies.
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was insolvent or rendered insolvent by reason of such incurrence;
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•
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was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
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•
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intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
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•
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within 365 days after the closing of the private placement on October 1, 2014, use our commercially reasonable efforts to cause to be effective a registration statement registering the proposed offer and exchange of any and all original notes for registered exchange notes with substantially identical terms, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest for failure to effect an exchange offer;
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•
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keep the exchange offer open for not less than 20 business days after the date notice thereof is mailed to holders of the original notes; and
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•
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use our commercially reasonable efforts to consummate the exchange offer within 30 business days after the registration statement has become effective, or such longer period as may be required by United States securities laws.
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•
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such holder is not a broker-dealer who purchased original notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act;
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•
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such holder is not our “affiliate”; and
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•
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such holder acquires exchange notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in the distribution of the exchange notes.
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(1)
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to us, upon redemption thereof or otherwise;
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(2)
|
so long as the original notes are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A, purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A;
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(3)
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in an offshore transaction in accordance with Regulation S under the Securities Act;
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(4)
|
pursuant to an exemption from registration in accordance with Rule 144, if available, under the Securities Act;
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(5)
|
in reliance on another exemption from the registration requirements of the Securities Act; or
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(6)
|
pursuant to an effective registration statement under the Securities Act.
|
•
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the exchange notes will have been registered under the Securities Act, and the exchange notes will not bear legends restricting their transfer pursuant to the Securities Act; and
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•
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except as otherwise described above, holders of the exchange notes will not be entitled to any rights under the registration rights agreement.
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•
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to extend the exchange offer;
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•
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to delay accepting any original notes;
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•
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if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied, to terminate the exchange offer or waive any conditions that have not been satisfied; or
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•
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subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.
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•
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DTC has received your instructions to tender your original notes; and
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•
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You agree to be bound by the terms of the letter of transmittal.
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•
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any exchange notes that you receive will be acquired in the ordinary course of business;
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•
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you are not engaged in and do not intend to engage in the distribution of the exchange notes;
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•
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you have no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;
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•
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you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of us or our subsidiary guarantors or, if you are an affiliate, that you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and
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•
|
if you are a broker-dealer that will receive exchange notes for your own account in exchange for the original notes, you acquired those original notes as a result of market-making activities or other trading activities and you will deliver this prospectus, as required by law, in connection with any resale of the exchange notes.
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•
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that the exchange offer does not violate applicable law or any applicable interpretations of the staff of the SEC;
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•
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that no action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the exchange offer; and
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•
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the due tendering of original notes and the delivery to the exchange agent of the letter of transmittal or an Agent’s.
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•
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refuse to accept any original notes and return all tendered original notes to the tendering holders;
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•
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terminate the exchange offer;
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•
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extend the exchange offer and retain all original notes tendered prior to the Expiration Date, subject, however, to the rights of holders to withdraw such original notes; or
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•
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waive such unsatisfied conditions with respect to the exchange offer and accept all validly tendered original notes which have not been withdrawn.
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December 31, 2014
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(in millions)
|
||
Debt Outstanding
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|
||
Long-term debt:
|
|
||
Revolving Credit Facility
|
$
|
360
|
|
Term Loan Facility
|
1,000
|
|
|
5.00% notes due 2020
|
1,000
|
|
|
5.50% notes due 2021
|
1,750
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6.00% notes due 2024
|
2,250
|
|
|
Total debt
|
6,360
|
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||
Equity
|
|
||
Common stock (2.0 billion shared authorized at $0.01 par value)
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Par value
|
4
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Additional paid-in capital
|
4,748
|
|
|
Accumulated deficit
|
(2,117
|
)
|
|
Accumulated other comprehensive income (loss)
|
(24)
|
|
|
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|
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Total Capitalization
|
$
|
8,971
|
|
•
|
The selected statement of operations and cash flows data for the year ended December 31, 2014 consists of the stand-alone consolidated results of California Resources Corporation post Spin-off and the consolidated and combined results of the California business prior to the Spin-off. The selected statement of operations data for the years ended December 31, 2013, 2012, 2011, and 2010 consist entirely of the combined results of the California business.
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•
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The selected balance sheet data at December 31, 2014 consists of the consolidated balances of California Resources Corporation, while the selected balance sheet data at December 31, 2013, 2012, 2011 and 2010 consists of the combined balances of the California business.
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Year Ended December 31,
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2014
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2013
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2012
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2011
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2010
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
4,173
|
|
|
$
|
4,284
|
|
|
$
|
4,073
|
|
|
$
|
3,934
|
|
|
$
|
2,912
|
|
Income / (loss) before income taxes
|
|
$
|
(2,421
|
)
|
|
$
|
1,447
|
|
|
$
|
1,181
|
|
|
$
|
1,641
|
|
|
$
|
1,129
|
|
Net income / (loss)
|
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
|
$
|
971
|
|
|
$
|
719
|
|
Per common share
(a)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
(3.75
|
)
|
|
$
|
2.24
|
|
|
$
|
1.80
|
|
|
$
|
2.50
|
|
|
$
|
1.85
|
|
Diluted
|
|
$
|
(3.75
|
)
|
|
$
|
2.24
|
|
|
$
|
1.80
|
|
|
$
|
2.50
|
|
|
$
|
1.85
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Cash Flows Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
2,371
|
|
|
$
|
2,476
|
|
|
$
|
2,223
|
|
|
$
|
2,456
|
|
|
$
|
1,751
|
|
Capital investments
|
|
$
|
(2,020
|
)
|
|
$
|
(1,669
|
)
|
|
$
|
(2,331
|
)
|
|
$
|
(2,164
|
)
|
|
$
|
(1,056
|
)
|
Acquisitions
|
|
$
|
(288
|
)
|
|
$
|
(48
|
)
|
|
$
|
(427
|
)
|
|
$
|
(1,405
|
)
|
|
$
|
(448
|
)
|
Borrowings, net of costs
|
|
$
|
6,290
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Spin-off related dividends to Occidental
|
|
$
|
(6,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Distributions to) contributions from Occidental, net
|
|
$
|
(335
|
)
|
|
$
|
(763
|
)
|
|
$
|
532
|
|
|
$
|
1,106
|
|
|
$
|
(248
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total current assets
|
|
$
|
701
|
|
|
$
|
254
|
|
|
$
|
245
|
|
|
$
|
195
|
|
|
$
|
148
|
|
Property, plant and equipment, net
|
|
$
|
11,685
|
|
|
$
|
14,008
|
|
|
$
|
13,499
|
|
|
$
|
11,778
|
|
|
$
|
8,823
|
|
Total assets
|
|
$
|
12,497
|
|
|
$
|
14,297
|
|
|
$
|
13,764
|
|
|
$
|
11,989
|
|
|
$
|
8,987
|
|
Total current liabilities
|
|
$
|
906
|
|
|
$
|
689
|
|
|
$
|
551
|
|
|
$
|
664
|
|
|
$
|
471
|
|
Long-term debt
|
|
$
|
6,360
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity / Net Investment
|
|
$
|
2,611
|
|
|
$
|
9,989
|
|
|
$
|
9,860
|
|
|
$
|
8,624
|
|
|
$
|
6,557
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
WTI oil ($/Bbl)
|
$
|
93.00
|
|
|
$
|
97.97
|
|
|
$
|
94.21
|
|
Brent oil ($/Bbl)
|
$
|
99.51
|
|
|
$
|
108.76
|
|
|
$
|
111.70
|
|
NYMEX gas ($/Mcf)
|
$
|
4.34
|
|
|
$
|
3.66
|
|
|
$
|
2.81
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Pre-tax income/(loss)
|
|
$
|
(2,421
|
)
|
|
$
|
1,447
|
|
|
$
|
1,181
|
|
Income tax (expense)/benefit
|
|
987
|
|
|
(578
|
)
|
|
(482
|
)
|
|||
Net income/(loss)
|
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
Effective tax rate
|
|
41
|
%
|
|
40
|
%
|
|
41
|
%
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income / (loss)
|
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
Unusual and infrequent items:
|
|
|
|
|
|
|
||||||
Asset impairments
|
|
3,402
|
|
|
—
|
|
|
29
|
|
|||
Rig terminations and other price-related costs
|
|
52
|
|
|
—
|
|
|
12
|
|
|||
Spin-off and transition related costs
|
|
55
|
|
|
—
|
|
|
—
|
|
|||
|
|
3,509
|
|
|
—
|
|
|
41
|
|
|||
Tax effect of pre-tax adjustments
|
|
(1,425
|
)
|
|
—
|
|
|
17
|
|
|||
Core income
|
|
$
|
650
|
|
|
$
|
869
|
|
|
$
|
675
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Oil (MBbl/d)
|
|
|
|
|
|
|||
San Joaquin Basin
|
64
|
|
|
58
|
|
|
58
|
|
Los Angeles Basin
|
29
|
|
|
26
|
|
|
24
|
|
Ventura Basin
|
6
|
|
|
6
|
|
|
6
|
|
Sacramento Basin
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
99
|
|
|
90
|
|
|
88
|
|
|
|
|
|
|
|
|||
NGLs (MBbl/d)
|
|
|
|
|
|
|||
San Joaquin Basin
|
18
|
|
|
19
|
|
|
16
|
|
Los Angeles Basin
|
—
|
|
|
—
|
|
|
—
|
|
Ventura Basin
|
1
|
|
|
1
|
|
|
1
|
|
Sacramento Basin
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
19
|
|
|
20
|
|
|
17
|
|
|
|
|
|
|
|
|||
Natural gas (MMcf/d)
|
|
|
|
|
|
|||
San Joaquin Basin
|
180
|
|
|
182
|
|
|
204
|
|
Los Angeles Basin
|
1
|
|
|
2
|
|
|
3
|
|
Ventura Basin
|
11
|
|
|
11
|
|
|
12
|
|
Sacramento Basin
|
54
|
|
|
65
|
|
|
37
|
|
Total
|
246
|
|
|
260
|
|
|
256
|
|
|
|
|
|
|
|
|||
Total Production (MBoe/d) (a)
|
159
|
|
|
154
|
|
|
148
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Oil Prices ($ per Bbl)
|
$
|
92.30
|
|
|
$
|
104.16
|
|
|
$
|
104.02
|
|
NGLs Prices ($ per Bbl)
|
$
|
47.84
|
|
|
$
|
50.43
|
|
|
$
|
52.76
|
|
Gas Prices ($ per Mcf)
|
$
|
4.39
|
|
|
$
|
3.73
|
|
|
$
|
2.94
|
|
|
|
2014
|
|
2013
|
||||
|
|
(in millions)
|
||||||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
14
|
|
|
$
|
—
|
|
Trade receivables, net
|
|
$
|
308
|
|
|
$
|
30
|
|
Inventories
|
|
$
|
71
|
|
|
$
|
75
|
|
Other current assets
|
|
$
|
308
|
|
|
$
|
149
|
|
Property, plant and equipment, net
|
|
$
|
11,685
|
|
|
$
|
14,008
|
|
Other assets
|
|
$
|
111
|
|
|
$
|
35
|
|
Accounts payable
|
|
$
|
588
|
|
|
$
|
448
|
|
Accrued liabilities
|
|
$
|
318
|
|
|
$
|
241
|
|
Long-term debt
|
|
$
|
6,360
|
|
|
$
|
—
|
|
Deferred income taxes
|
|
$
|
2,055
|
|
|
$
|
3,122
|
|
Other long-term liabilities
|
|
$
|
565
|
|
|
$
|
497
|
|
Equity / Net investment
|
|
$
|
2,611
|
|
|
$
|
9,989
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Oil and natural gas sales (including related parties)
|
$
|
4,023
|
|
|
$
|
4,139
|
|
|
$
|
3,967
|
|
Other revenue
|
150
|
|
|
145
|
|
|
106
|
|
|||
Production costs
|
(1,023
|
)
|
|
(960
|
)
|
|
(1,219
|
)
|
|||
Selling, general and administrative expenses
|
(336
|
)
|
|
(292
|
)
|
|
(273
|
)
|
|||
Depreciation, depletion and amortization
|
(1,198
|
)
|
|
(1,144
|
)
|
|
(926
|
)
|
|||
Asset impairments
|
(3,402
|
)
|
|
—
|
|
|
(29
|
)
|
|||
Taxes other than on income
|
(217
|
)
|
|
(185
|
)
|
|
(167
|
)
|
|||
Exploration expense
|
(139
|
)
|
|
(116
|
)
|
|
(148
|
)
|
|||
Interest and debt expense, net
|
(72
|
)
|
|
—
|
|
|
—
|
|
|||
Other expenses
|
(207
|
)
|
|
(140
|
)
|
|
(130
|
)
|
|||
Income tax (expense) / benefit
|
987
|
|
|
(578
|
)
|
|
(482
|
)
|
|||
Net income / (loss)
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
|
|
|
|
|
|
||||||
EBITDAX
(1)
|
$
|
2,548
|
|
|
$
|
2,733
|
|
|
$
|
2,296
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
41
|
%
|
|
40
|
%
|
|
41
|
%
|
(1)
|
We define EBITDAX consistent with our Credit Facilities as earnings before interest expense; income taxes; depreciation, depletion and amortization; exploration expense; and certain other non-cash items and unusual, infrequent charges. Our management believes EBITDAX provides useful information in assessing our financial condition, results of operations and cash flows and is widely used by the industry and investment community. The amounts included in the calculation of EBITDAX were computed in accordance with GAAP. This measure is a material component of one of our financial covenants under our Credit Facilities and is provided in addition to, and not as an alternative for, income and liquidity measures calculated in accordance with GAAP. Certain items excluded from EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic cost of depreciable and depletable assets. EBITDAX should be read in conjunction with the information contained in our financial statements prepared in accordance with GAAP
.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income / (loss)
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
Interest expense
|
72
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense / (benefit)
|
(987
|
)
|
|
578
|
|
|
482
|
|
|||
Asset impairments
|
3,402
|
|
|
—
|
|
|
29
|
|
|||
Depreciation, depletion and amortization
|
1,198
|
|
|
1,144
|
|
|
926
|
|
|||
Exploration expense
|
139
|
|
|
116
|
|
|
148
|
|
|||
Other non-cash items
|
51
|
|
|
26
|
|
|
—
|
|
|||
Unusual and infrequent charges
(a)
|
107
|
|
|
—
|
|
|
12
|
|
|||
EBITDAX
|
$
|
2,548
|
|
|
$
|
2,733
|
|
|
$
|
2,296
|
|
(a)
|
Includes rig terminations and other price-related costs, and Spin-off and transition related costs.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Production costs
|
$
|
17.64
|
|
|
$
|
17.10
|
|
|
$
|
22.58
|
|
General and administrative expenses
(a)
|
$
|
2.31
|
|
|
$
|
2.35
|
|
|
$
|
2.48
|
|
Other operating expenses
(b)
|
$
|
0.55
|
|
|
$
|
0.60
|
|
|
$
|
0.33
|
|
Depreciation, depletion and amortization
|
$
|
20.40
|
|
|
$
|
20.11
|
|
|
$
|
16.82
|
|
Taxes other than on income
|
$
|
3.50
|
|
|
$
|
3.05
|
|
|
$
|
3.09
|
|
(b)
|
For 2014, the amount excludes unusual and infrequent costs related to rig termination charges and Spin-off and transition related costs of $0.97 per Boe. For 2012, the amount excludes rig termination charges of $0.22 per Boe.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in millions)
|
||||||||||
Net cash flows provided by operating activities
|
|
$
|
2,371
|
|
|
$
|
2,476
|
|
|
$
|
2,223
|
|
Net cash flows used in investing activities
|
|
$
|
(2,312
|
)
|
|
$
|
(1,713
|
)
|
|
$
|
(2,755
|
)
|
Net cash flows (used in) provided by financing activities
|
|
$
|
(45
|
)
|
|
$
|
(763
|
)
|
|
$
|
532
|
|
EBITDAX
(1)
|
|
$
|
2,548
|
|
|
$
|
2,733
|
|
|
$
|
2,296
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in millions)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
2,371
|
|
|
$
|
2,476
|
|
|
$
|
2,223
|
|
Interest expense
|
|
72
|
|
|
—
|
|
|
—
|
|
|||
Current income taxes
|
|
165
|
|
|
318
|
|
|
(121
|
)
|
|||
Cash exploration expenses
|
|
38
|
|
|
44
|
|
|
20
|
|
|||
Changes in operating assets and liabilities
|
|
(143
|
)
|
|
(103
|
)
|
|
202
|
|
|||
Other, net
|
|
45
|
|
|
(2
|
)
|
|
(28
|
)
|
|||
EBITDAX
|
|
$
|
2,548
|
|
|
$
|
2,733
|
|
|
$
|
2,296
|
|
|
Conventional
|
|
Unconventional
|
|
Other
|
|
Total Capital Investments
|
||||||||||||||||||||
|
Primary
|
|
Waterflood
|
|
Steamflood
|
|
Total
|
|
Primary
|
|
|
||||||||||||||||
Basin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
San Joaquin
|
$
|
280
|
|
|
$
|
129
|
|
|
$
|
381
|
|
|
$
|
790
|
|
|
$
|
604
|
|
|
$
|
—
|
|
|
$
|
1,394
|
|
Los Angeles
|
3
|
|
|
466
|
|
|
—
|
|
|
469
|
|
|
—
|
|
|
—
|
|
|
469
|
|
|||||||
Ventura
|
82
|
|
|
13
|
|
|
8
|
|
|
103
|
|
|
1
|
|
|
—
|
|
|
104
|
|
|||||||
Sacramento
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
1
|
|
|
—
|
|
|
15
|
|
|||||||
Basin Total
|
379
|
|
|
608
|
|
|
389
|
|
|
1,376
|
|
|
606
|
|
|
—
|
|
|
1,982
|
|
|||||||
Exploration and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
107
|
|
|||||||
Total
|
$
|
379
|
|
|
$
|
608
|
|
|
$
|
389
|
|
|
$
|
1,376
|
|
|
$
|
606
|
|
|
$
|
107
|
|
|
$
|
2,089
|
|
|
|
Total 2015 Capital
Investments Budget
|
||
|
|
(in millions)
|
||
Conventional:
|
|
|
|
|
Primary recovery
|
|
$
|
40
|
|
Waterfloods
|
|
175
|
|
|
Steamfloods
|
|
155
|
|
|
Total conventional
|
|
370
|
|
|
Unconventional
|
|
35
|
|
|
Exploration
|
|
15
|
|
|
Corporate and other
|
|
20
|
|
|
Total
|
|
$
|
440
|
|
|
|
Payments Due by Year
|
||||||||||||||||||
|
|
Total
|
|
2015
|
|
2016 and 2017
|
|
2018 and 2019
|
|
2020 and thereafter
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
On-Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt (Note 5)
(a)
|
|
$
|
6,360
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
1,160
|
|
|
$
|
5,000
|
|
Other long-term liabilities
(b)
|
|
147
|
|
|
6
|
|
|
19
|
|
|
16
|
|
|
106
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Off-Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases
|
|
125
|
|
|
13
|
|
|
28
|
|
|
26
|
|
|
58
|
|
|||||
Purchase obligations
(c)
|
|
364
|
|
|
70
|
|
|
79
|
|
|
204
|
|
|
11
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
6,996
|
|
|
$
|
89
|
|
|
$
|
326
|
|
|
$
|
1,406
|
|
|
$
|
5,175
|
|
Year of Maturity
|
|
U.S. Dollar Fixed-Rate Debt
|
|
U.S. Dollar Variable-Rate Debt
|
|
Total
|
||||||
|
|
(amounts in millions)
|
||||||||||
2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2016
|
|
—
|
|
|
100
|
|
|
100
|
|
|||
2017
|
|
—
|
|
|
100
|
|
|
100
|
|
|||
2018
|
|
—
|
|
|
100
|
|
|
100
|
|
|||
2019
|
|
—
|
|
|
1,060
|
|
|
1,060
|
|
|||
Thereafter
|
|
5,000
|
|
|
—
|
|
|
5,000
|
|
|||
Total
|
|
$
|
5,000
|
|
|
$
|
1,360
|
|
|
$
|
6,360
|
|
Weighted-average interest rate
|
|
5.63
|
%
|
|
2.24
|
%
|
|
4.9
|
%
|
|||
Fair Value
|
|
$
|
4,285
|
|
|
$
|
1,360
|
|
|
$
|
5,645
|
|
|
|
Acreage
|
|
Gross Acreage Held in Fee (%)
|
|
Producing Wells, gross
|
|
Average Working Interest (%)
|
|
Identified Drilling Locations
(1)
|
|
2015 Projected Gross Development Wells
(2)
|
|
2015
Projected
Development
Drilling
Capital
(3)
|
|||||||||||||
|
|
Gross
|
|
Net
|
|
|
|
|
Gross
|
|
Net
|
|
|
||||||||||||||
San Joaquin Basin
|
|
1.9
|
|
|
1.6
|
|
|
58
|
%
|
|
6,379
|
|
|
91
|
%
|
|
14,450
|
|
|
12,600
|
|
|
265
|
|
|
96
|
|
Los Angeles Basin
(4)
|
|
<0.1
|
|
|
<0.1
|
|
|
49
|
%
|
|
1,476
|
|
|
93
|
%
|
|
2,000
|
|
|
1,900
|
|
|
25
|
|
|
54
|
|
Ventura Basin
|
|
0.3
|
|
|
0.3
|
|
|
67
|
%
|
|
757
|
|
|
89
|
%
|
|
2,350
|
|
|
1,800
|
|
|
—
|
|
|
—
|
|
Sacramento Basin
|
|
0.7
|
|
|
0.5
|
|
|
34
|
%
|
|
719
|
|
|
80
|
%
|
|
1,000
|
|
|
900
|
|
|
—
|
|
|
—
|
|
Total
|
|
2.9
|
|
|
2.4
|
|
|
53
|
%
|
|
9,331
|
|
|
89
|
%
|
|
19,800
|
|
|
17,200
|
|
|
290
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Our total identified drilling locations include approximately 2,400 gross (2,300 net) locations associated with proved undeveloped reserves as of December 31, 2014 and 2,500 gross (2,400 net) injection well locations associated with our waterflood and steamflood projects. Our total identified drilling locations exclude 6,400 gross (5,300 net) prospective resource drilling locations. Please see "—Our Reserves and Production Information" for more information regarding the processes and criteria through which we identified our drilling locations. Of our total identified drilling locations, we believe approximately 75% are attributable to acreage owned or held by production.
|
(2)
|
Includes 55 injection wells expected to be drilled in connection with our steamflood and waterflood projects.
|
(3)
|
Includes drilling and completion expenditures of $16 million associated with injection wells. Our total 2015 capital budget of $440 million also includes investments in support equipment, seismic, workovers and exploration.
|
(4)
|
We currently hold approximately 40,400 gross (34,400 net) acres in the Los Angeles basin. Our Los Angeles basin operations are concentrated with pad drilling.
|
|
|
As of December 31, 2014
|
|||||||||||||
|
|
San Joaquin
Basin
|
|
Los Angeles
Basin
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
|||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
|
229
|
|
|
124
|
|
|
34
|
|
|
—
|
|
|
387
|
|
NGLs (MMBbl)
|
|
62
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
64
|
|
Natural Gas (Bcf)
|
|
458
|
|
|
11
|
|
|
28
|
|
|
110
|
|
|
607
|
|
Total (MMBoe)
(1)(2)
|
|
367
|
|
|
126
|
|
|
41
|
|
|
18
|
|
|
552
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
|
111
|
|
|
39
|
|
|
14
|
|
|
—
|
|
|
164
|
|
NGLs (MMBbl)
|
|
20
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
21
|
|
Natural Gas (Bcf)
|
|
163
|
|
|
5
|
|
|
9
|
|
|
6
|
|
|
183
|
|
Total (MMBoe)
(2)
|
|
158
|
|
|
40
|
|
|
17
|
|
|
1
|
|
|
216
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
|
340
|
|
|
163
|
|
|
48
|
|
|
—
|
|
|
551
|
|
NGLs (MMBbl)
|
|
82
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
85
|
|
Natural Gas (Bcf)
|
|
621
|
|
|
16
|
|
|
37
|
|
|
116
|
|
|
790
|
|
Total (MMBoe)
(2)
|
|
525
|
|
|
166
|
|
|
58
|
|
|
19
|
|
|
768
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Approximately 11% of proved developed oil reserves, 5% of proved developed NGLs reserves, 9% of proved developed natural gas reserves and 10% of total proved developed reserves are non-producing.
|
(2)
|
Natural gas volumes have been converted to Boe based on the equivalence of energy content between six Mcf of gas and one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in 2014, the average prices of Brent oil and NYMEX natural gas were $99.51 per Bbl and $4.34 per Mcf, respectively, resulting in an oil-to-gas price ratio of approximately 23 to 1.
|
|
At December 31, 2014
|
||
PV-10 of proved reserves (in millions)(1)
|
$
|
16,091
|
|
Standardized measure (in millions)
|
$
|
10,828
|
|
(1)
|
PV-10 is a non-GAAP financial measure and represents the year-end present value of estimated future cash inflows from proved oil and natural gas reserves, less future development and production costs, discounted at 10% per annum to reflect the timing of future cash flows and using SEC prescribed pricing assumptions for the period. PV-10 differs from Standardized Measure because Standardized Measure includes the effects of future income taxes on future net cash flows. Neither PV-10 nor Standardized Measure should be construed as the fair value of our oil and natural gas reserves. PV-10 and Standardized Measure are used by the industry and by our management as an asset value measure to compare against our past reserve bases and the reserve bases of other business entities because the pricing, cost environment and discount assumptions are prescribed by the SEC and are comparable. PV-10 further facilitates the comparisons to other companies as it is not dependent on the tax paying status of the entity.
|
|
|
At December 31,
|
||
|
|
2014
|
||
|
|
(in millions)
|
||
PV-10
|
|
$
|
16,091
|
|
Present value of future income taxes discounted at 10%
|
|
(5,263
|
)
|
|
Standardized Measure of Discounted Future Net Cash Flows
|
|
$
|
10,828
|
|
|
|
San Joaquin
Basin
|
|
Los Angeles
Basin
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
|||||
Improved recovery:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
|
70
|
|
|
11
|
|
|
4
|
|
|
—
|
|
|
85
|
|
NGLs (MMBbl)
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
Natural Gas (Bcf)
|
|
107
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
114
|
|
Total (MMBoe)
|
|
101
|
|
|
11
|
|
|
4
|
|
|
1
|
|
|
117
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Extensions and discoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
NGLs (MMBbl)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Natural Gas (Bcf)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total (MMBoe)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total reserve additions from capital program
|
|
102
|
|
|
11
|
|
|
4
|
|
|
1
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revisions of previous estimates
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
|
(41
|
)
|
|
8
|
|
|
(4
|
)
|
|
—
|
|
|
(37
|
)
|
NGLs (MMBbl)
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
Natural Gas (Bcf)
|
|
(91
|
)
|
|
—
|
|
|
4
|
|
|
7
|
|
|
(80
|
)
|
Total (MMBoe)
|
|
(48
|
)
|
|
8
|
|
|
(3
|
)
|
|
1
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
NGLs (MMBbl)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Natural Gas (Bcf)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Total (MMBoe)
|
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total proved reserve additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
|
31
|
|
|
19
|
|
|
5
|
|
|
—
|
|
|
55
|
|
NGLs (MMBbl)
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
Natural Gas (Bcf)
|
|
16
|
|
|
—
|
|
|
8
|
|
|
12
|
|
|
36
|
|
Total (MMBoe)
|
|
55
|
|
|
19
|
|
|
6
|
|
|
2
|
|
|
82
|
|
(1)
|
Of these, (1) MMBOE were price-related.
|
|
San Joaquin
Basin
|
|
Los Angeles
Basin
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
|||||
Improved recovery:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
56
|
|
|
8
|
|
|
2
|
|
|
—
|
|
|
66
|
|
NGLs (MMBbl)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Natural Gas (Bcf)
|
80
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
81
|
|
Total (MMBoe)
|
79
|
|
|
8
|
|
|
2
|
|
|
—
|
|
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Extensions and discoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
NGLs (MMBbl)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Natural Gas (Bcf)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total (MMBoe)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revisions of previous estimates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
(13
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
(19
|
)
|
NGLs (MMBbl)
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Natural Gas (Bcf)
|
(40
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(42
|
)
|
Total (MMBoe)
|
(18
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
(24
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|||||
Oil (MMBbl)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
NGLs (MMBbl)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Natural Gas (Bcf)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total (MMBoe)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transfers to proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
(39
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|
—
|
|
|
(54
|
)
|
NGLs (MMBbl)
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
Natural Gas (Bcf)
|
(93
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(97
|
)
|
Total (MMBoe)
|
(66
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|
—
|
|
|
(81
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Proved undeveloped reserve changes, net of transfers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MMBbl)
|
5
|
|
|
(7
|
)
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
NGLs (MMBbl)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Natural Gas (Bcf)
|
(53
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(58
|
)
|
Total (MMBoe)
|
(4
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|
—
|
|
|
(14
|
)
|
|
Proven Drilling Locations
|
Total Identified Drilling Locations
|
||||||
|
Oil and Natural Gas Wells
|
Injection Wells
|
Oil and Natural Gas Wells
|
Injection Wells
|
||||
San Joaquin Basin
|
|
|
|
|
||||
Primary Conventional
|
150
|
|
—
|
|
3,900
|
|
—
|
|
Steamflood
|
900
|
|
250
|
|
3,100
|
|
900
|
|
Waterflood
|
100
|
|
50
|
|
1,000
|
|
700
|
|
Unconventional
|
300
|
|
—
|
|
4,550
|
|
300
|
|
San Joaquin Basin subtotal
|
1,450
|
|
300
|
|
12,550
|
|
1,900
|
|
Los Angeles Basin
|
|
|
|
|
||||
Primary Conventional
|
—
|
|
—
|
|
50
|
|
—
|
|
Steamflood
|
—
|
|
—
|
|
—
|
|
—
|
|
Waterflood
|
300
|
|
150
|
|
1,300
|
|
650
|
|
Unconventional
|
—
|
|
—
|
|
—
|
|
—
|
|
Los Angeles Basin subtotal
|
300
|
|
150
|
|
1,350
|
|
650
|
|
Ventura Basin
|
|
|
|
|
||||
Primary Conventional
|
50
|
|
—
|
|
1,650
|
|
—
|
|
Steamflood
|
15
|
|
—
|
|
200
|
|
—
|
|
Waterflood
|
50
|
|
50
|
|
200
|
|
250
|
|
Unconventional
|
2
|
|
—
|
|
50
|
|
—
|
|
Ventura Basin subtotal
|
117
|
|
50
|
|
2,100
|
|
250
|
|
Sacramento Basin
|
|
|
|
|
||||
Primary Conventional
|
1
|
|
—
|
|
1,000
|
|
—
|
|
Sacramento Basin subtotal
|
1
|
|
—
|
|
1,000
|
|
—
|
|
Total Identified Drilling Locations
|
1,868
|
|
500
|
|
17,000
|
|
2,800
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Production Data:
|
|
|
|
|
|
|
|
|
|
|||
Oil (MBbl/d)
|
|
99
|
|
|
90
|
|
|
88
|
|
|||
NGLs (MBbl/d)
|
|
19
|
|
|
20
|
|
|
17
|
|
|||
Natural gas (MMcf/d)
|
|
246
|
|
|
260
|
|
|
256
|
|
|||
Average daily combined production (MBoe/d)
|
|
159
|
|
|
154
|
|
|
148
|
|
|||
Total combined production (MMBoe)
|
|
58
|
|
|
56
|
|
|
54
|
|
|||
Average realized prices:
|
|
|
|
|
|
|
|
|
|
|||
Oil (per Bbl)
|
|
$
|
92.30
|
|
|
$
|
104.16
|
|
|
$
|
104.02
|
|
NGLs (per Bbl)
|
|
$
|
47.84
|
|
|
$
|
50.43
|
|
|
$
|
52.76
|
|
Natural gas (per Mcf)
|
|
$
|
4.39
|
|
|
$
|
3.73
|
|
|
$
|
2.94
|
|
Average Benchmark prices:
|
|
|
|
|
|
|
|
|
|
|||
WTI oil ($/Bbl)
|
|
$
|
93.00
|
|
|
$
|
97.97
|
|
|
$
|
94.21
|
|
Brent oil ($/Bbl)
|
|
$
|
99.51
|
|
|
$
|
108.76
|
|
|
$
|
111.70
|
|
NYMEX gas ($/Mcf)
|
|
$
|
4.34
|
|
|
$
|
3.66
|
|
|
$
|
2.81
|
|
Average costs per Boe:
|
|
|
|
|
|
|
|
|
|
|||
Production costs
|
|
$
|
17.64
|
|
|
$
|
17.10
|
|
|
$
|
22.58
|
|
General and administrative expenses
(a)
|
|
$
|
2.31
|
|
|
$
|
2.35
|
|
|
$
|
2.48
|
|
Other operating expenses
(b)
|
|
$
|
0.55
|
|
|
$
|
0.60
|
|
|
$
|
0.33
|
|
Depreciation, depletion and amortization
|
|
$
|
20.40
|
|
|
$
|
20.11
|
|
|
$
|
16.82
|
|
Taxes other than on income
|
|
$
|
3.50
|
|
|
$
|
3.05
|
|
|
$
|
3.09
|
|
|
|
Elk Hills
|
|
Wilmington
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Production data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil (MBbl/d)
|
|
25
|
|
|
26
|
|
|
29
|
|
|
25
|
|
|
22
|
|
|
21
|
|
||||||
NGLs (MBbl/d)
|
|
16
|
|
|
18
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Natural gas (MMcf/d)
|
|
136
|
|
|
145
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Average realized prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil (MBbl/d)
|
|
$
|
97.27
|
|
|
$
|
106.32
|
|
|
$
|
101.19
|
|
|
$
|
90.37
|
|
|
$
|
103.29
|
|
|
$
|
102.15
|
|
NGLs (MBbl/d)
|
|
$
|
48.68
|
|
|
$
|
49.62
|
|
|
$
|
53.19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Natural gas (MMcf/d)
|
|
$
|
4.47
|
|
|
$
|
3.67
|
|
|
$
|
2.86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Production costs per Boe
|
|
$
|
14.31
|
|
|
$
|
12.34
|
|
|
$
|
16.46
|
|
|
$
|
28.98
|
|
|
$
|
31.56
|
|
|
$
|
35.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
Natural gas volumes have been converted to Boe based on the equivalence of energy content between six Mcf of natural gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in 2014, the average prices of Brent oil and NYMEX natural gas were $99.51 per Bbl and $4.34 per Mcf, respectively, resulting in an oil-to-gas price ratio of approximately 23 to 1
.
|
|
|
Total Proved Reserves
|
|
Average Net Daily
Production(MBoe/d)
|
|||||
|
|
MMBoe
|
|
Oil (%)
|
|
Year Ended
December 31, 2014
|
|||
San Joaquin Basin
|
|
|
|
|
|
|
|
|
|
Primary Conventional
|
|
70
|
|
|
72
|
%
|
|
18
|
|
Waterfloods
|
|
60
|
|
|
76
|
%
|
|
7
|
|
Steamfloods
(a)
|
|
181
|
|
|
100
|
%
|
|
30
|
|
Unconventional
|
|
214
|
|
|
33
|
%
|
|
57
|
|
San Joaquin Basin subtotal
|
|
525
|
|
|
65
|
%
|
|
112
|
|
|
|
|
|
|
|
|
|||
Los Angeles Basin
|
|
|
|
|
|
|
|
|
|
Primary Conventional
|
|
—
|
|
|
—
|
%
|
|
—
|
|
Waterfloods
|
|
166
|
|
|
99
|
%
|
|
29
|
|
Steamfloods
|
|
—
|
|
|
—
|
%
|
|
—
|
|
Unconventional
|
|
—
|
|
|
—
|
%
|
|
—
|
|
Los Angeles Basin subtotal
|
|
166
|
|
|
99
|
%
|
|
29
|
|
|
|
|
|
|
|
|
|||
Ventura Basin
|
|
|
|
|
|
|
|
|
|
Primary Conventional
|
|
31
|
|
|
80
|
%
|
|
6
|
|
Waterfloods
|
|
25
|
|
|
87
|
%
|
|
2
|
|
Steamfloods
|
|
—
|
|
|
—
|
%
|
|
—
|
|
Unconventional
|
|
2
|
|
|
61
|
%
|
|
1
|
|
Ventura Basin subtotal
|
|
58
|
|
|
83
|
%
|
|
9
|
|
|
|
|
|
|
|
|
|||
Sacramento Basin
|
|
|
|
|
|
|
|
|
|
Primary Conventional
|
|
19
|
|
|
—
|
%
|
|
9
|
|
Sacramento Basin subtotal
|
|
19
|
|
|
—
|
%
|
|
9
|
|
|
|
|
|
|
|
|
|||
Total
|
|
768
|
|
|
72
|
%
|
|
159
|
|
|
San Joaquin
Basin |
Los Angeles
Basin |
Ventura
Basin |
Sacramento
Basin |
Total
|
||||||||||
Oil
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross
(a)(b)
|
10,106
|
(1,057)
|
1,943
|
(56)
|
1,602
|
(61)
|
—
|
|
—
|
|
13,651
|
(1,174)
|
|||
Net
(a)(c)
|
8,994
|
(817)
|
1,835
|
(51)
|
1,590
|
(59)
|
—
|
|
—
|
|
12,419
|
(927)
|
|||
Natural Gas
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross
(a)(b)
|
293
|
(110)
|
8
|
—
|
|
—
|
|
—
|
|
1,345
|
(52)
|
1,646
|
(162)
|
||
Net
(a)(c)
|
248
|
(84)
|
8
|
—
|
|
—
|
|
—
|
|
1,260
|
(50)
|
1,516
|
(134)
|
(a)
|
Numbers in parentheses indicate the number of wells with multiple completions.
|
(b)
|
The total number of wells in which interests are owned.
|
(c)
|
The sum of fractional interests.
|
|
San Joaquin
Basin |
Los Angeles
Basin |
Ventura
Basin |
Sacramento
Basin |
Total
|
|
(in thousands)
|
||||
Developed
(1)
|
|
|
|
|
|
Gross
(2)
|
416
|
24
|
70
|
271
|
781
|
Net
(3)
|
379
|
20
|
69
|
248
|
716
|
Undeveloped
(4)
|
|
|
|
|
|
Gross
(2)
|
1,460
|
16
|
232
|
386
|
2,094
|
Net
(3)
|
1,187
|
14
|
191
|
299
|
1,691
|
(1)
|
Acres spaced or assigned to productive wells.
|
(2)
|
Total acres in which we hold an interest.
|
(3)
|
Sum of fractional interests owned based on working interests or interests under arrangements similar to production-sharing contracts.
|
(4)
|
Acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas, regardless of whether the acreage contains proved reserves.
|
|
San Joaquin
Basin |
Los Angeles
Basin |
Ventura
Basin |
Sacramento
Basin |
Total
|
|
Exploratory and development wells
|
|
|
|
|
|
|
Gross
|
3
|
8
|
—
|
|
1
|
12
|
Net
|
3
|
8
|
—
|
|
1
|
12
|
|
San Joaquin
Basin |
Los Angeles
Basin |
Ventura
Basin |
Sacramento
Basin |
Total
|
|||||
2014
|
|
|
|
|
|
|||||
Oil
|
|
|
|
|
|
|||||
Exploratory
|
2.0
|
|
—
|
|
1.7
|
|
—
|
|
3.7
|
|
Development
|
775.2
|
|
170.2
|
|
20.3
|
|
—
|
|
965.7
|
|
Natural Gas
|
|
|
|
|
|
|||||
Exploratory
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Development
|
—
|
|
—
|
|
—
|
|
3.0
|
|
3.0
|
|
Dry
|
|
|
|
|
|
|||||
Exploratory
|
8.0
|
|
—
|
|
2.0
|
|
1.0
|
|
11.0
|
|
Development
|
2.3
|
|
0.9
|
|
—
|
|
—
|
|
3.2
|
|
2013
|
|
|
|
|
|
|||||
Oil
|
|
|
|
|
|
|||||
Exploratory
|
2.0
|
|
—
|
|
—
|
|
—
|
|
2.0
|
|
Development
|
543.1
|
|
125.7
|
|
18.8
|
|
—
|
|
687.6
|
|
Natural Gas
|
|
|
|
|
|
|||||
Exploratory
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Development
|
—
|
|
—
|
|
—
|
|
7.7
|
|
7.7
|
|
Dry
|
|
|
|
|
|
|||||
Exploratory
|
5.0
|
|
—
|
|
1.0
|
|
1.0
|
|
7.0
|
|
Development
|
2.5
|
|
0.9
|
|
—
|
|
—
|
|
3.4
|
|
2012
|
|
|
|
|
|
|||||
Oil
|
|
|
|
|
|
|||||
Exploratory
|
8.0
|
|
—
|
|
2.0
|
|
—
|
|
10.0
|
|
Development
|
485.7
|
|
121.4
|
|
63.9
|
|
—
|
|
671.0
|
|
Natural Gas
|
|
|
|
|
|
|||||
Exploratory
|
1.0
|
|
—
|
|
—
|
|
—
|
|
1.0
|
|
Development
|
2.5
|
|
—
|
|
—
|
|
3.0
|
|
5.5
|
|
Dry
|
|
|
|
|
|
|||||
Exploratory
|
11.0
|
|
—
|
|
—
|
|
—
|
|
11.0
|
|
Development
|
4.0
|
|
—
|
|
—
|
|
—
|
|
4.0
|
|
|
|
|
|
|
|
•
|
the conservation of oil and natural gas, including provisions for the unitization or pooling of oil and natural gas properties;
|
•
|
oil and natural gas production, including well spacing or density, on private and state lands;
|
•
|
methods of drilling, constructing and completing wells;
|
•
|
well stimulation techniques such as hydraulic fracturing and acid matrix stimulation;
|
•
|
design, construction, operation and maintenance of facilities, such as natural gas processing plants, power plants, compressors and pipelines;
|
•
|
improved or enhanced recovery techniques such as fluid injection for waterflooding or steamflooding;
|
•
|
sourcing and disposal of water used in the drilling, completion, stimulation and enhanced recovery processes;
|
•
|
posting of bonds or other financial assurance to drill or operate wells and facilities;
|
•
|
imposition of taxes and fees with respect to our properties and operations; and
|
•
|
occupational health, safety and environmental matters and the transportation and sale of our products as described below.
|
•
|
new permitting of defined well stimulation treatments;
|
•
|
prior notification to proximate property owners or lessees of proposed stimulation treatments, and pre- and post-stimulation groundwater sampling as requested by the owner or lessee;
|
•
|
monitoring of groundwater quality in areas where well stimulation treatments occur, or concurrence that monitoring is not warranted due to a lack of protected water as defined by SB 4;
|
•
|
public disclosure of stimulation data, including data that may be considered proprietary or trade secret; and
|
•
|
state agencies to prepare an environmental impact report and scientific studies regarding well stimulation.
|
•
|
require various permits and approvals before drilling, workovers, production, underground fluid injection, or solid and hazardous waste disposal commences, or before facilities are constructed or put into operation;
|
•
|
require the installation of sophisticated safety and pollution control equipment to prevent or reduce releases or discharges of regulated materials to air, land, surface water or ground water;
|
•
|
restrict the use, types or sources of water, energy, land surface, habitat or other natural resources, require conservation measures, and impose energy efficiency or renewable energy standards;
|
•
|
restrict the types, quantities, and concentrations of regulated materials, including, without limitation, oil, natural gas, produced water or wastes, that can be released or discharged into the environment in connection with drilling, production, processing, power generation or transportation activities;
|
•
|
limit or prohibit operations on lands lying within coastal, wilderness, wetlands, groundwater recharge, endangered species habitat and other protected areas;
|
•
|
establish standards for the closure, abandonment, cleanup or restoration of former operations, such as plugging of abandoned wells and decommissioning of facilities;
|
•
|
impose substantial liabilities for unauthorized releases or discharges of regulated materials into the environment with respect to our current or former properties and operations and other locations where such materials or wastes generated by us or our predecessors were released or discharged;
|
•
|
require comprehensive environmental analyses, recordkeeping and reports with respect to operations affecting federal, state and private lands or leases;
|
•
|
impose taxes or fees with respect to the foregoing matters;
|
•
|
may expose us to litigation by governmental authorities, special interest groups and other claimants; and
|
•
|
may restrict the rate of oil, NGLs, natural gas and electricity production below the rate that would otherwise be possible.
|
Name
|
|
Position(s) held
|
|
Age at February 26, 2015
|
William E. Albrecht
|
|
Executive Chairman
|
|
63
|
Todd A. Stevens
|
|
President and Chief Executive Officer
|
|
48
|
Marshall D. Smith
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
55
|
Robert A. Barnes
|
|
Executive Vice President—Northern Operations
|
|
58
|
Frank E. Komin
|
|
Executive Vice President—Southern Operations
|
|
60
|
Shawn M. Kerns
|
|
Executive Vice President—Corporate Development
|
|
44
|
Roy Pineci
|
|
Executive Vice President—Finance
|
|
52
|
Michael L. Preston
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
50
|
Charles F. Weiss
|
|
Executive Vice President—Public Affairs
|
|
51
|
Darren Williams
|
|
Executive Vice President—Exploration
|
|
43
|
Name
|
|
Age
|
William E. Albrecht
|
|
63
|
Justin A. Gannon
|
|
65
|
Ronald L. Havner
|
|
57
|
Catherine A. Kehr
(1)
|
|
52
|
Harold M. Korell
|
|
70
|
Richard W. Moncrief
|
|
72
|
Avedick B. Poladian
|
|
63
|
Robert V. Sinnott
|
|
65
|
Timothy J. Sloan
|
|
54
|
Todd A. Stevens
|
|
48
|
•
|
Market practices.
|
•
|
The need for a smooth transition and retention of talent from Occidental to us.
|
•
|
The need to attract executive talent from outside of Occidental.
|
•
|
The need to provide CRC with an initial program immediately following the Spin-off, recognizing that our Board of Directors (or a committee thereof) and management will be responsible for program design following the Spin-off.
|
•
|
Industry—Companies in the Global Industry Classification Standard sub‑industry of oil and gas exploration and production.
|
•
|
Scope—Companies in the range of 25% ‑ 400% of our expected market capitalization and 40%‑ 250% of our expected revenue.
|
•
|
Geography—U.S.‑listed companies focused on U.S. exploration and production.
|
|
Description
|
Objectives
|
Base Salary
|
•
Annual cash compensation
|
•
Provide an appropriate level of fixed compensation necessary to attract and retain employees
•
Recognize and reward skills, competencies, experience, leadership and individual contribution
|
Annual Incentive Plan
|
•
Annual cash incentive based on corporate and individual performance
|
•
Link annual cash compensation to individual performance and attainment of key short-term performance results across all executive officers as measured primarily by annual operating performance
|
|
Description
|
Objectives
|
Stock Options
|
•
Provides opportunity to purchase stock at a fixed price over a seven-year period. Results in value only if stock price increases.
|
•
Link realized compensation over long-term to appreciation in stock price
•
Facilitate retention of employees
•
Build executive stock ownership
•
Align interests of management with those of stockholders
|
Performance Based Restricted Stock Awards
|
•
Long-term incentive program with award payouts tied to achievement of financial goals.
|
•
Link compensation to achieved performance against key financial goals over a three to seven year period, as well as changes in share price.
•
Facilitate retention of employees
•
Align interests of management with those of stockholders
|
•
|
Delivered strong full year results in spite of a sharp decline in oil prices in the last half of 2014 (average price of Brent declined from $108.76 per barrel in 2014 to $99.51 per barrel in 2013 (8.5% decline), realized prices were $92.30 per barrel in 2014 versus $104.16 per barrel in 2013 and $68.54 per barrel in the fourth quarter 2014 versus $99.32 per barrel in the fourth quarter 2013):
|
◦
|
Core income of $650 million in 2014 versus $869 million in 2013
|
◦
|
EBITDAX of $2.5 billion versus $2.7 billion for 2013
|
◦
|
Cash flow from operations of $2.4 billion versus $2.5 billion in 2013
|
•
|
Delivered total average 2014 production of 159 MBoe/d versus 154 MBoe/d in 2013 (3% increase)
|
•
|
Increased average oil production to 99 MBoe/d in 2014 from 90 MBoe/d in 2013 (10% increase)
|
•
|
Achieved record quarterly total average production of 165 MBoe/d in the fourth quarter 2014 (5% over the fourth quarter 2013, 3% over the third quarter 2014)
|
•
|
Achieved record quarterly average oil production of 105 MBoe/d in the fourth quarter 2014 (12% over the fourth quarter 2013, 5% over the third quarter 2014)
|
•
|
Delivered organic reserve replacement ratio from our capital program of 203%
|
•
|
Increased 2014 year-end reserves to 768 MMBoe versus 744 MMBoe in 2013
|
•
|
Reduced finding and development costs to $17.68 per Boe in 2014 versus $19.16 per Boe in 2013
|
•
|
Quickly responded to the deteriorating oil price environment:
|
◦
|
Starting an aggressive cost containment program toward the end of 2014, contributing to a decline in production costs to $16.07 per Boe in the fourth quarter of 2014 versus $17.74 per Boe in the third quarter of 2014
|
▪
|
Reducing our drilling rig count from 27 in November 2014 to six at year end 2014
|
◦
|
Implementing a hedging program covering almost all of our oil production for the first six months of 2015 to protect against our down-side risk and preserve our ability to execute our capital program
|
•
|
Improved performance, as indicated by a combined employee and contractor injury and illness incidence rate of 0.46 in 2014 versus 0.53 in 2013
|
•
|
Enhanced our reputation in California by supplying a record two billion gallons of water from our steamflood operations to California’s agriculture industry and, as a result, we provided more water for irrigation than the amount of fresh water we purchased for our statewide operations.
|
•
|
Recruited a highly qualified group of outside directors
|
•
|
Recruited a senior management team both from within Occidental and with external hires in key positions
|
•
|
Established independent financial systems and functions, information technology infrastructure and support groups, trading and marketing operations and supply chain groups
|
•
|
Placed $6.0 billion of long-term debt at favorable interest rates
|
•
|
Established a $2.0 billion unsecured revolving credit facility
|
•
|
Met with over 180 investors prior to Spin-off
|
•
|
Successfully executed the Spin-off despite a dramatic downturn in commodity prices
|
Named Executive Officer
|
2014 Annual Incentive Target as Percent of Salary
|
2014 Annual Incentive Payout as Percent of Target
|
Resulting Cash Payout
|
Todd A. Stevens
|
100%
|
105%
|
$865,000
|
Marshall D. Smith
|
100%
|
113%
|
$675,000
|
William E. Albrecht
|
150%
|
100%
|
$750,000
|
Roy Pineci
|
75%
|
101%
|
$310,000
|
Daren Williams
|
90%
|
100%
|
$405,000
|
•
|
Stock Options
—Stock options represent 50%-60% of the total long‑term incentive award value for our named executive officers. These awards are intended to incentivize executive behaviors that drive value creation that leads to long‑term growth of stockholder value. The stock options will vest in equal installments over three years from the grant date and will have a seven‑year exercise term. To provide additional incentive to named executive officers to achieve meaningful stock price appreciation, initial awards of stock options to named executive officers in connection with the Spin-off were granted with an exercise price that was 10% above the fair market value of our common stock at the time of the grant.
|
•
|
Performance-Based Restricted Stock Awards
—Restricted stock represents 40%-50% of the total long‑term incentive award value for our named executive officers. These awards are intended primarily to enhance retention and development of ownership in the new organization and will vest, subject to attainment of a minimum level of earnings before interest, taxes, depreciation and amortization (“EBITDA”) as an established performance goal, as early as the end of three years from the grant date if the performance criteria are met, or as late as the end of seven years from the grant date. If the performance goal is not attained by the end of seven years, the award will forfeit in its entirety
.
|
|
Performance-Based Restricted Stock Awards
|
Stock Options
|
Vesting Period
|
Later of 3 years or attainment of performance goals.
|
1/3 of grant at end of each of first, second and third years.
|
Performance Period
|
3-7 Years
|
1-7 Years
|
Form of Payout
|
Stock
|
Stock
|
Performance Basis
|
Cumulative EBITDA of at least $250 million times the number of full calendar quarters starting January 1, 2015, and ending on the third anniversary of the grant date.
|
Stock price appreciation exceeding 10% above the fair market value of CRC stock at the time of the grant.
|
Forfeiture Provisions
|
Subject to attainment of the performance goal, shares of stock will become non‑forfeitable on the vesting date.
If the grantee dies, becomes permanently disabled, retires with our consent, or is terminated without cause for our convenience prior to the vesting date, then the grantee will forfeit a pro rata portion of the shares based on the days remaining until the vesting date.
If the grantee terminates voluntarily or is terminated for cause prior to the vesting date, all of the shares will be forfeited.
|
Stock options will become non‑forfeitable on the applicable vesting dates.
If the grantee dies, becomes permanently disabled, retires with our consent, or is terminated without cause for our convenience prior to the final vesting date, then the grantee will forfeit a pro rata portion of the unvested stock options based on the days remaining until the final vesting date. Vested stock options will remain exercisable through the term of the original award.
If the grantee terminates voluntarily or is terminated for cause prior to the final vesting date, all unvested stock options will be forfeited.
Vested stock options will be exercisable for 90 days following the termination of employment subject to the expiration of the 7-year exercise period, and will be forfeited after that date.
|
Change in Control
|
In the event of a change in control prior to the vesting date, if a grantee is terminated by us as a result of the change in control, unvested restricted stock awards will become non-forfeitable.
In the event of a change in control after the vesting date, but prior to certification of the performance threshold, the shares of stock will become non‑forfeitable.
|
In the event of a change in control prior to the final vesting date, if a grantee is terminated by us as a result of the change in control, unvested stock options will vest and become exercisable.
Vested stock options will remain exercisable through the term of the original award.
|
Performance Component
|
Weighting
|
Value Creation Index (VCI)
|
25%
|
Production
|
15%
|
Unit Cost
|
10%
|
Health, Environment and Safety
|
10%
|
Strategic and Operational Objectives
|
40%
|
Initial Compensation Program
|
Target Value on
Grant Date |
||
Base Salary
|
$
|
825,000
|
|
Annual Incentive at Target
|
$
|
825,000
|
|
Long‑Term Incentive
|
|
||
Restricted Stock Award
|
$
|
2,000,000
|
|
Stock Option Award
|
$
|
3,000,000
|
|
Total Annual Cash and Equity Compensation at Target
|
$
|
6,650,000
|
|
Initial Compensation Program
|
Target Value on
Grant Date |
||
Base Salary
|
$
|
600,000
|
|
Annual Incentive at Target
|
$
|
600,000
|
|
Long‑Term Incentive
|
|
||
Restricted Stock Award
|
$
|
1,200,000
|
|
Stock Option Award
|
$
|
1,800,000
|
|
Total Annual Cash and Equity Compensation at Target
|
$
|
4,200,000
|
|
Initial Compensation Program
|
Target Value on
Grant Date |
||
Base Salary
|
$
|
500,000
|
|
Annual Incentive at Target
(1)
|
$
|
500,000
|
|
Long‑Term Incentive
|
|
||
Restricted Stock Award
|
$
|
2,000,000
|
|
Stock Option Award
|
$
|
2,000,000
|
|
Total Annual Cash and Equity Compensation at Target
|
$
|
5,000,000
|
|
Initial Compensation Program
|
Target Value on
Grant Date |
||
Base Salary
|
$
|
410,000
|
|
Annual Incentive at Target
|
$
|
307,500
|
|
Long‑Term Incentive
|
|
||
Restricted Stock Award
|
$
|
680,000
|
|
Stock Option Award
|
$
|
1,020,000
|
|
Total Annual Cash and Equity Compensation at Target
|
$
|
2,417,500
|
|
Initial Compensation Program
|
Target Value on
Grant Date |
||
Base Salary
|
$
|
450,000
|
|
Annual Incentive at Target
|
$
|
405,000
|
|
Long‑Term Incentive
|
|
||
Restricted Stock Award
|
$
|
800,000
|
|
Stock Option Award
|
$
|
1,200,000
|
|
Total Annual Cash and Equity Compensation at Target
|
$
|
2,855,000
|
|
Name
|
Year
|
Salary(1)
|
Bonus(2)
|
Stock
Awards(3)
|
Option
Awards(4)
|
Non‑Equity
Incentive Plan
Compensation (5)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation (6)
|
Total
|
|||||||||||||||
Todd A. Stevens
|
2014
|
$
|
525,000
|
|
$
|
865,000
|
|
$
|
2,000,000
|
|
$
|
3,000,000
|
|
$
|
525,000
|
|
—
|
|
|
$
|
1,158,135
|
|
$
|
8,073,135
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Marshall D. Smith
|
2014
|
$
|
245,455
|
|
$
|
1,175,000
|
|
$
|
3,700,000
|
|
$
|
1,800,000
|
|
—
|
|
—
|
|
|
$
|
117,556
|
|
$
|
7,038,011
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
William E. Albrecht
|
2014
|
$
|
614,583
|
|
$
|
750,000
|
|
$
|
2,000,000
|
|
$
|
2,000,000
|
|
—
|
|
—
|
|
|
$
|
1,803,726
|
|
$
|
7,168,309
|
|
|
Executive Chairman
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Roy Pineci
|
2014
|
$
|
410,000
|
|
$
|
310,000
|
|
$
|
1,360,000
|
|
$
|
1,020,000
|
|
—
|
|
—
|
|
|
$
|
998,707
|
|
$
|
4,098,707
|
|
|
Executive Vice President - Finance
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Darren Williams
|
2014
|
$
|
133,168
|
|
$
|
1,005,000
|
|
$
|
1,400,000
|
|
$
|
1,200,000
|
|
—
|
|
—
|
|
|
$
|
15,790
|
|
$
|
3,753,958
|
|
|
Executive Vice President - Exploration
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For Mr. Stevens, reflects nine months at his prior Occidental salary of $425,000 and three months at his CRC salary of $825,000.
|
(2)
|
The amounts shown include the executive’s annual incentive award, which was paid in the first quarter of 2015, plus cash sign-on awards of $500,000 and $600,000 paid to Messrs. Smith and Williams, respectively.
|
(3)
|
Awards that are payable in stock are stated at the grant date fair value, which incorporates the value of our stock as well as the estimated payout percentage as of the grant date. For Mr. Smith, includes a one-time sign-on restricted stock grant of $2,500,000. For Mr. Pineci, includes a restricted stock replacement award for an Occidental cash-based performance award of $680,000. For Mr. Williams, includes a one-time sign-on restricted stock grant of $600,000.
|
(4)
|
The amounts shown represent the grant date fair value of options granted as computed in accordance with GAAP, excluding forfeiture estimates, as more fully described in Note 11 to Consolidated and Combined Financial Statements in CRC’s Form 10‑K for the year ended December 31, 2014.
|
(5)
|
The amount for Mr. Stevens reflects the cash portion of an Occidental Return on Assets Incentive award that was granted in 2009 and paid in 2014.
|
(6)
|
The following table shows “All Other Compensation” amounts for 2014.
|
|
Todd A. Stevens
|
|
Marshall D. Smith
|
|
William E. Albrecht
|
|
Roy
Pineci
|
|
Darren Williams
|
Qualified Plans
(a)
|
$18,633
|
|
$9,715
|
|
$18,633
|
|
$18,633
|
|
$6,530
|
Supplemental Plans
(b)
|
$139,704
|
|
$17,389
|
|
$172,958
|
|
$91,658
|
|
$6,225
|
Retention Agreement Settlement
|
$850,000
|
|
$0
|
|
$1,250,000
|
|
$820,000
|
|
$0
|
Personal Benefits
|
$149,798
(c)
|
|
$90,452
(d)
|
|
$362,135
(e)
|
|
$68,416
(f)
|
|
$3035
(g)
|
Total
|
$1,158,135
|
|
$117,556
|
|
$1,803,726
|
|
$998,707
|
|
$15,790
|
(a)
|
The amount shown is the sum of the company contributions to the qualified defined contributions retirement and savings plans- the California Resources Corporation Savings Plan and the Occidental Petroleum Corporation Savings Plan (the “Qualified Plans”). Includes company matching contributions and retirement contributions.
|
(b)
|
The amount shown is the sum of the company contributions to the nonqualified defined contribution plans and nonqualified deferred compensation plans and a cash restoration payment for amounts that were not contributed to the qualified or nonqualified plans (the “Supplemental Plans”) due to the Spin-off ($1,083 each for Messrs. Stevens, Smith, Albrecht and Pineci and $17 for Mr. Williams).
|
(c)
|
Includes tax preparation and financial counseling ($23,104), excess liability insurance, dividend equivalents paid on unvested Occidental restricted stock incentive awards ($124,080), and physical examinations.
|
(d)
|
Includes relocation benefits beyond those generally available to employees ($32,190), tax reimbursement related to the relocation benefits ($32,674), dividend equivalents paid on unvested Occidental restricted stock incentive awards ($18,162), personal use of Occidental’s aircraft and CRC’s fractional interest in aircraft, and tax reimbursement related to the amounts paid by the company for spousal travel ($3,574).
|
(e)
|
Includes tax preparation and financial counseling, excess liability insurance, physical examinations, dividend equivalents paid by Occidental on unvested restricted stock incentive awards ($140,523), and personal use of Occidental’s aircraft and CRC’s fractional interest in aircraft and commuting expenses ($183,795) and tax reimbursement related to the amounts paid by the company for commuting expenses and spousal travel ($21,202 and $6,145, respectively).
|
(f)
|
Includes tax preparation and financial counseling, excess liability insurance, physical examinations and dividend equivalents paid by Occidental on unvested restricted stock incentive awards ($64,406).
|
(g)
|
Includes tax reimbursement related to the relocation benefits ($1,850), and tax reimbursement related to the amounts paid by the company for spousal travel ($1,185).
|
|
|
Estimated Future Payouts
Under Non‑Equity Incentive
Plan Awards
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
All Other
Stock
Awards:
Number of Shares or Units
|
All Other
Option
Awards:
Number of
Securities
Underlying Options
|
Exercise or
Base
Price of Option Awards
|
Grant Date
Fair
Value of
Stock and Option Awards
|
||||
Name / Type of Grant
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
# Shares
|
Target
# Shares
|
Maximum
# Shares
|
(# of Shares)
|
(# of Shares)
|
($)
|
($)
|
Todd A. Stevens
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive(1)
|
|
$8,250
|
$825,000
|
$1,650,000
|
|
|
|
|
|
|
|
RSA(2)
|
12/1/2014
|
|
|
|
|
$237,710
|
|
|
|
|
$2,000,000
|
Options(3)
|
12/1/2014
|
|
|
|
|
|
|
|
$1,515,152
|
$8.11
|
$3,000,000
|
Marshall D. Smith
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive(1)
|
|
$6,000
|
$600,000
|
$1,200,000
|
|
|
|
|
|
|
|
RSA(4)
|
12/1/2014
|
|
|
|
|
$305,649
|
|
|
|
|
$2,500,000
|
RSA(5)
|
12/1/2014
|
|
|
|
|
$170,455
|
|
|
|
|
$1,200,000
|
Options(3)
|
12/1/2014
|
|
|
|
|
|
|
|
$909,091
|
$8.11
|
$1,800,000
|
William E. Albrecht
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive(1)
|
|
$7,500
|
$750,000
|
$1,500,000
|
|
|
|
|
|
|
|
RSA(2)
|
12/1/2014
|
|
|
|
|
$237,710
|
|
|
|
|
$2,000,000
|
Options(3)
|
12/1/2014
|
|
|
|
|
|
|
|
$1,010,102
|
$8.11
|
$2,000,000
|
Roy Pineci
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive(1)
|
|
$3,075
|
$307,500
|
$615,000
|
|
|
|
|
|
|
|
RSA(2)
|
12/1/2014
|
|
|
|
|
$80,820
|
|
|
|
|
$680,000
|
Options(3)
|
12/1/2014
|
|
|
|
|
|
|
|
$515,152
|
$8.11
|
$1,020,000
|
Darren Williams
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive(1)
|
|
$4,050
|
$405,000
|
$810,000
|
|
|
|
|
|
|
|
RSA(6)
|
12/1/2014
|
|
|
|
|
$73,974
|
|
|
|
|
$600,000
|
RSA(5)
|
12/1/2014
|
|
|
|
|
$113,637
|
|
|
|
|
$800,000
|
Options(3)
|
12/1/2014
|
|
|
|
|
|
|
|
$606,061
|
$8.11
|
$1,200,000
|
(1)
|
Payout of annual incentive ranges from 0% to 200% of target. Threshold amounts shown at 1% of target. For Messrs. Smith and Williams, employment offers guaranteed payout not less than target for 2014.
|
(2)
|
Awards were granted as Occidental time-vested restricted stock awards on July 9, 2014 and were converted to CRC performance-based restricted stock awards at the time of the Spin-off as described in "Conversion of Occidental Compensation Awards in Connection with Spin-off" above. Dollar value shown represents the estimated Occidental grant date fair value of the full number of shares granted which become non-forfeitable on the later of July 8, 2017, through which date the executive is required to remain employed, and the date our Compensation Committee certifies the achievement of the performance goal, which must be met no later than June 30, 2021. The RSA award does not have threshold to maximum payout ranges.
|
(3)
|
The amounts shown represent the grant date fair value of options granted as computed in accordance with GAAP, excluding forfeiture estimates, as more fully described in Note
11
to Consolidated and Combined Financial Statements in CRC’s Form 10‑K for the year ended December 31, 2014. The exercise price was determined based on a 10% premium over the CRC closing stock price on the grant date.
|
(4)
|
A one-time sign-on restricted stock grant with a grant value of $2,500,000 was granted as an Occidental time-vested restricted stock award on August 5, 2014 and was converted to CRC performance-based restricted stock award at the time of the Spin-off as described in "Conversion of Occidental Compensation Awards in Connection with Spin-off" above. Dollar value shown represents the estimated Occidental grant date fair value of the full number of shares granted which become non‑forfeitable on the later of August 4, 2016, through which date the executive is required to remain employed, and the date our Compensation Committee certifies the achievement of the performance goal, which must be met no later than June 30, 2020. The RSA award does not have threshold to maximum payout ranges.
|
(5)
|
Dollar value shown represents the estimated grant date fair value of the full number of shares granted which become non‑forfeitable on the later of November 30, 2017, through which date the executive is required to remain employed, and the date our Compensation Committee certifies the achievement of the performance goal, which must be met no later than September 30, 2021. The RSA award does not have threshold to maximum payout ranges.
|
(6)
|
A one-time sign-on restricted stock grant date with a grant value of $600,000 was granted as an Occidental time-vested restricted stock award on September 15, 2014 and was converted to CRC performance-based restricted stock award at the time of the Spin-off as described in "Conversion of Occidental Compensation Awards in Connection with Spin-off" above. Dollar value shown represents the estimated Occidental grant date fair value of the full number of shares granted which become non‑forfeitable on the later of September 14, 2017, through which date the executive is required to remain employed, and the date our Compensation Committee certifies the achievement of the performance goal, which must be met no later than June 30, 2021. The RSA award does not have threshold to maximum payout ranges.
|
Name / Type of Grant
|
Grant Date
|
Option Awards
|
Stock Awards
|
||||||||||
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price ($)
|
Option
Exercise
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market
Value of
Shares or
Units That
Have Not
Vested ($)(1)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($)(1)
|
||||||
Todd A. Stevens
|
|
|
|
|
|
|
|
|
|
||||
RSA(2)
|
12/1/2014
|
|
|
|
|
|
|
229,252
|
$
|
1,263,179
|
|
||
RSA(3)
|
12/1/2014
|
|
|
|
|
|
|
106,726
|
$
|
588,060
|
|
||
RSA(4)
|
12/1/2014
|
|
|
|
|
|
|
106,726
|
$
|
588,060
|
|
||
RSA(5)
|
12/1/2014
|
|
|
|
|
|
|
142,289
|
$
|
784,012
|
|
||
RSA(6)
|
12/1/2014
|
|
|
|
|
|
|
237,710
|
$
|
1,309,782
|
|
||
Options(7)
|
12/1/2014
|
|
1,515,152
|
$
|
8.11
|
|
11/30/2021
|
|
|
|
|
||
Marshall D. Smith
|
|
|
|
|
|
|
|
|
|
||||
RSA(8)
|
12/1/2014
|
|
|
|
|
|
|
305,649
|
$
|
1,684,126
|
|
||
RSA(9)
|
12/1/2014
|
|
|
|
|
|
|
170,455
|
$
|
939,207
|
|
||
Options(7)
|
12/1/2014
|
|
909,091
|
$
|
8.11
|
|
11/30/2021
|
|
|
|
|
||
William E. Albrecht
|
|
|
|
|
|
|
|
|
|
||||
RSA(2)
|
12/1/2014
|
|
|
|
|
|
|
229,252
|
$
|
1,263,179
|
|
||
RSA(3)
|
12/1/2014
|
|
|
|
|
|
|
177,864
|
$
|
980,031
|
|
||
RSA(4)
|
12/1/2014
|
|
|
|
|
|
|
177,864
|
$
|
980,031
|
|
||
RSA(5)
|
12/1/2014
|
|
|
|
|
|
|
237,152
|
$
|
1,306,708
|
|
||
RSA(6)
|
12/1/2014
|
|
|
|
|
|
|
237,710
|
$
|
1,309,782
|
|
||
Options(7)
|
12/1/2014
|
|
1,010,102
|
$
|
8.11
|
|
11/30/2021
|
|
|
|
|
||
Roy Pineci
|
|
|
|
|
|
|
|
|
|
||||
RSA(2)
|
12/1/2014
|
|
|
|
|
|
|
108,895
|
$
|
600,011
|
|
||
RSA(3)
|
12/1/2014
|
|
|
|
|
|
|
44,797
|
$
|
246,831
|
|
||
RSA(4)
|
12/1/2014
|
|
|
|
|
|
|
89,593
|
$
|
493,657
|
|
||
RSA(5)
|
12/1/2014
|
|
|
|
|
|
|
96,659
|
$
|
532,591
|
|
||
RSA(6)
|
12/1/2014
|
|
|
|
|
|
|
80,820
|
$
|
445,318
|
|
||
Options(7)
|
12/1/2014
|
|
515,152
|
$
|
8.11
|
|
11/30/2021
|
|
|
|
|
||
Darren Williams
|
|
|
|
|
|
|
|
|
|
||||
RSA(10)
|
12/1/2014
|
|
|
|
|
|
|
73,974
|
$
|
407,597
|
|
||
RSA(9)
|
12/1/2014
|
|
|
|
|
|
|
113,637
|
$
|
626,140
|
|
||
Options(7)
|
12/1/2014
|
|
606,061
|
$
|
8.11
|
|
11/30/2021
|
|
|
|
|
(1)
|
The amounts shown represent the product of the number of shares or units shown in the column immediately to the left and the closing price on December 31, 2014 of our common stock as reported in the NYSE Composite Transactions, which was $5.51.
|
(2)
|
CRC replacement award for award originally granted by Occidental on July 11, 2012. The shares are forfeitable until the later of July 10, 2015 and the certification by our Compensation Committee that the achievement of the performance threshold was met no later than June 30, 2019.
|
(3)
|
CRC replacement award for award originally granted by Occidental on July 22, 2013. The shares are forfeitable until the later of June 30, 2016 and the certification by our Compensation Committee that the achievement of the performance threshold was met no later than June 30, 2020.
|
(4)
|
CRC replacement award for award originally granted by Occidental on July 22, 2013. The shares are forfeitable until the later of July 21, 2016 and the certification by our Compensation Committee that the achievement of the performance threshold was met no later than June 30, 2020.
|
(5)
|
CRC replacement award for award originally granted by Occidental on July 22, 2013. The shares are forfeitable until the later of December 31, 2016 and the certification by our Compensation Committee that the achievement of the performance threshold was met no later than June 30, 2020.
|
(6)
|
CRC replacement award for award originally granted by Occidental on July 9, 2014. The shares are forfeitable until the later of July 8, 2017 and the certification by our Compensation Committee that the achievement of the performance threshold was met no later than June 30, 2021.
|
(7)
|
The exercise price was set at 10% above the closing market price of CRC stock on the grant date. One-third of the options become exercisable on each of the following dates: November 30, 2015, November 30, 2016, and November 30, 2017. Unexercised options expire on November 30, 2021.
|
(8)
|
CRC replacement award for award originally granted by Occidental on August 5, 2014. The shares are forfeitable until the later of August 4, 2016 and the certification by our Compensation Committee that the achievement of the performance threshold was met no later than June 30, 2020.
|
(9)
|
The shares are forfeitable until the later of November 30, 2017 and the certification by our Compensation Committee that the achievement of the performance threshold was met no later than September 30, 2021.
|
(10)
|
CRC replacement award for award originally granted by Occidental on September 15, 2014. The shares are forfeitable until the later of September 14, 2017 and the certification by our Compensation Committee that the achievement of the performance threshold was met no later than June 30, 2021.
|
Name
|
|
Option Awards
|
|
Stock Awards(1)
|
||||||||
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)
|
|||||
Todd A. Stevens
|
|
0
|
|
|
$0
|
|
|
15,539
|
|
|
$1,561,359
|
|
Marshall D. Smith
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
William E. Albrecht
|
|
0
|
|
|
$0
|
|
|
15,539
|
|
|
$1,561,359
|
|
Roy Pineci
|
|
0
|
|
|
$0
|
|
|
6,604
|
|
|
$663,570
|
|
Darren Williams
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
(1)
|
Messrs. Stevens, Albrecht and Pineci had Occidental stock awards which vested in 2014 prior to the Spin-off resulting in the realized values indicated based on the number of Occidental shares vested and the closing price of Occidental common stock on the vesting date.
|
Name
|
|
Plan
|
|
Executive
Contributions in 2014 ($)(1) |
|
Company
Contributions in 2014 ($)(2) |
|
Aggregate
Earnings in 2014 ($) |
|
Aggregate
Withdrawals/ Distributions in 2014 ($)(3) |
|
Aggregate Balance
at 12/31/2014 ($) |
||||||||||
Todd A. Stevens
|
|
SRP II
|
|
$
|
0
|
|
|
$
|
138,526
|
|
|
$
|
35,876
|
|
|
$
|
0
|
|
|
$
|
1,073,671
|
|
|
|
DCP
|
|
$
|
58,500
|
|
|
$
|
95
|
|
|
$
|
22,999
|
|
|
$
|
0
|
|
|
$
|
658,403
|
|
Marshall D. Smith
|
|
SRP II
|
|
$
|
0
|
|
|
$
|
16,306
|
|
|
$
|
49
|
|
|
$
|
0
|
|
|
$
|
16,355
|
|
William E. Albrecht
|
|
SRP II
|
|
$
|
0
|
|
|
$
|
171,875
|
|
|
$
|
4,136
|
|
|
$
|
133,249
|
|
|
$
|
175,621
|
|
Roy Pineci
|
|
SRP II
|
|
$
|
0
|
|
|
$
|
90,575
|
|
|
$
|
27,069
|
|
|
$
|
0
|
|
|
$
|
802,909
|
|
Darren Williams
|
|
SRP II
|
|
$
|
0
|
|
|
$
|
6,208
|
|
|
$
|
9
|
|
|
$
|
0
|
|
|
$
|
6,217
|
|
(1)
|
No employee contributions are permitted in the SRP II.
|
(2)
|
Amounts represent company 2014 contributions to the SRP II, which are reported under “All Other Compensation” in the Summary Compensation Table.
|
(3)
|
Distribution made in February 2014 in accordance with the specified age elections described under "Nonqualified Defined Contribution Plan" above.
|
•
|
Notice and Severance Pay Plan payments and benefits.
|
•
|
Life insurance proceeds equal to two times base salary, payable on death as available to all eligible employees.
|
•
|
Amounts vested under our plans that are qualified under Section 401(a) of the Internal Revenue Code.
|
•
|
Amounts vested under the Nonqualified Deferred Compensation arrangements.
|
•
|
Bonus under our annual incentive plan that would have been earned as of year‑end. The amounts that were earned in 2014 by the named executive officers are included in the Summary Compensation Table.
|
•
|
Payout of unused accrued vacation.
|
Benefits and Payments
Upon
Termination
|
|
Retirement with
CRC
Consent
|
|
Death
or Disability
|
|
Termination by
Mr. Stevens or
Termination for
Cause
|
|
Termination
without Cause
|
|
Change of
Control (1)
|
Equity Compensation
|
|
|
|
|
|
|
|
|
|
|
RSA Awards (2)
|
|
$2,908,553
|
|
$2,092,153
|
|
$0
|
|
$2,092,153
|
|
$2,908,553
|
Option Awards (3)
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
TOTAL
|
|
$2,908,553
|
|
$2,092,153
|
|
$0
|
|
$2,092,153
|
|
$2,908,553
|
Benefits and Payments
Upon
Termination
|
|
Retirement with
CRC
Consent, Death,
or Disability
|
|
Termination by
Mr. Smith or
Termination for Cause
|
|
Termination
without Cause
|
|
Change of
Control (1)
|
Equity Compensation
|
|
|
|
|
|
|
|
|
RSA Awards (2)
|
|
$369,848
|
|
$0
|
|
$369,848
|
|
$369,848
|
Option Awards (3)
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
TOTAL
|
|
$369,848
|
|
$0
|
|
$369,848
|
|
$369,848
|
Benefits and Payments
Upon
Termination
|
|
Retirement with
CRC
Consent
|
|
Death
or Disability
|
|
Termination by
Mr. Albrecht or
Termination for
Cause
|
|
Termination
without Cause
|
|
Change of
Control (1)
|
Equity Compensation
|
|
|
|
|
|
|
|
|
|
|
RSA Awards (2)
|
|
$4,012,051
|
|
$2,651,401
|
|
$0
|
|
$2,651,401
|
|
$4,012,051
|
Option Awards (3)
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
TOTAL
|
|
$4,012,051
|
|
$2,651,401
|
|
$0
|
|
$2,651,401
|
|
$4,012,051
|
Benefits and Payments
Upon
Termination
|
|
Retirement with
CRC
Consent
|
|
Death
or Disability
|
|
Termination by
Mr. Pineci or
Termination for
Cause
|
|
Termination
without Cause
|
|
Change of
Control (1)
|
Equity Compensation
|
|
|
|
|
|
|
|
|
|
|
RSA Awards (2)
|
|
$1,584,114
|
|
$1,105,708
|
|
$0
|
|
$1,105,708
|
|
$1,584,114
|
Option Awards (3)
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
TOTAL
|
|
$1,584,114
|
|
$1,105,708
|
|
$0
|
|
$1,105,708
|
|
$1,584,114
|
Benefits and Payments
Upon
Termination
|
|
Retirement with
CRC
Consent, Death,
or Disability
|
|
Termination by
Mr. Williams or
Termination for Cause
|
|
Termination
without Cause
|
|
Change of
Control (1)
|
Equity Compensation
|
|
|
|
|
|
|
|
|
RSA Awards (2)
|
|
$57,883
|
|
$0
|
|
$57,883
|
|
$57,883
|
Option Awards (3)
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
TOTAL
|
|
$57,883
|
|
$0
|
|
$57,883
|
|
$57,883
|
(1)
|
Amounts shown would have become payable only upon a termination of employment as a result of a change in control. Upon a change in control without a termination of employment, outstanding equity awards would have continued to vest according to their regular vesting schedules except for the RSA awards granted as replacement awards for the Occidental awards originally granted July 11, 2012. Those awards for Messrs. Stevens, Albrecht and Pineci would have immediately vested on a pro rata basis, resulting in payments of $1,042,845, $1,042,845 and $495,355, respectively. Amounts reflect award terms in effect on December 31, 2014. As described above, the award terms were amended on February 6, 2015 to provide for full vesting of RSA awards in the event of a change in control prior to the vesting date with a termination of employment as a result of the change in control. The additional amounts that would have been received under the amended terms were: $1,624,541 for Mr. Stevens, $2,253,485 for Mr. Smith, $1,827,678 for Mr. Albrecht, $734,296 for Mr. Pineci and $975,854 for Mr. Williams.
|
(2)
|
Represents the product of the year‑end price of CRC common stock of $5.51 and the number of shares of restricted stock that become vested upon occurrence of the indicated event.
|
(3)
|
Under the terms of the option awards, options become (i) vested on a prorated based upon the earlier of the executive’s termination of employment for retirement, disability, death, or involuntary termination or
|
•
|
Market practices of our compensation peer companies, as well as a group of 100 general industry companies similar in size to us, targeting a compensation package between the median of those two groups.
|
•
|
The need to recruit independent directors.
|
•
|
The need to provide us with appropriate initial programs immediately following the Spin-off, recognizing that our Board of Directors will be responsible for program design following the Spin-off.
|
•
|
Outside directors receive an annual cash board retainer of $100,000.
|
•
|
Board committee chairpersons receive an additional annual cash retainer of $15,000.
|
•
|
The Lead Independent Director receives an additional annual cash retainer of $20,000.
|
•
|
Outside directors receive an annual equity award relating to our common stock equivalent to $150,000 on the grant date. The equity award will generally vest one year following the grant date.
|
•
|
A stock ownership guideline of five times the annual cash board retainer applies to outside directors and must be attained within five years of election to our Board of Directors.
|
Name
|
Fees Earned or Paid in Cash
|
Stock Awards(1)
|
All Other Compensation(2)
|
Total
|
Justin A. Gannon
|
$9,583
|
$75,000
|
$0
|
$84,583
|
Ronald L. Havner, Jr.
|
$8,333
|
$75,000
|
$0
|
$83,333
|
Harold M. Korell
|
$11,250
|
$75,000
|
$1,860
|
$88,110
|
Richard W. Moncrief
|
$9,583
|
$75,000
|
$0
|
$84,583
|
Avedick B. Poladian
|
$8,333
|
$75,000
|
$0
|
$83,333
|
Robert V. Sinnott
|
$9,583
|
$75,000
|
$0
|
$84,583
|
Timothy J. Sloan
|
$8,333
|
$75,000
|
$0
|
$83,333
|
(1)
|
Restricted Stock Unit awards were granted to each outside director based on the simple average volume weighted average price of CRC common stock for the four trading days immediately following the Spin-off, which was $7.04 per share. Amounts in the table reflect the grant date fair value of such awards, calculated in accordance with GAAP, excluding forfeiture estimates, as more fully described in Note 11 to the Consolidated and Combined Financial Statements herein regarding assumptions underlying valuation of equity awards. The RSU awards will vest at the end of one year from the Spin-off date or, if earlier, upon the occurrence of a change in control or the outside director’s termination of service by reason of death or disability. None of these RSU awards were vested as of December 31, 2014.
|
(2)
|
None of the outside directors received any fees or payments for services other than as a director. Amounts shown are for tax reimbursements related to the amounts paid by the company for spousal travel.
|
Name and Address of Beneficial Owner (1)
|
Amount of
Beneficial Ownership
|
Percent of
Class (2)
|
|
Occidental Petroleum Corporation (3)
|
71,500,000
|
|
18.5%
|
Soroban Capital Partners LP (4)
|
38,469,999
|
|
9.98%
|
Southeastern Asset Management, Inc. (5)
|
33,481,500
|
|
8.8%
|
Longleaf Partners Small-Cap Fund (6)
|
33,090,500
|
|
8.7%
|
The Vanguard Group (7)
|
19,441,822
|
|
5.05%
|
William E. Albrecht
|
1,111,830
|
|
*
|
Justin A. Gannon
|
0
|
|
*
|
Ronald L. Havner, Jr.
|
0
|
|
*
|
Catherine A. Kehr
(8)
|
0
|
|
*
|
Harold M. Korell
|
100,000
|
|
*
|
Richard W. Moncrief
|
800
|
|
*
|
Avedick B. Poladian
|
14,796
|
|
*
|
Robert V. Sinnott
|
0
|
|
*
|
Timothy J. Sloan
|
0
|
|
*
|
Todd A. Stevens
|
839,493
|
|
*
|
Roy Pineci
|
471,267
|
|
*
|
Marshall D. Smith
|
491,104
|
|
*
|
Darren Williams
|
187,611
|
|
*
|
Executive officers and directors as a group (consisting of 19 persons)
|
4,133,086
|
|
1.07%
|
*
|
Less than 1%.
|
(1)
|
Unless otherwise noted, the address for each beneficial owner is c/o California Resources Corporation, 10889 Wilshire Boulevard, Los Angeles, California 90024.
|
(2)
|
Except as otherwise noted, based on total shares outstanding of 385,631,190 as of February 28, 2015.
|
(3)
|
Based on a Schedule 13G filed with the SEC on February 4, 2015 by Occidental. Occidental has sole voting and dispositive power with respect to 71,500,000 shares of common stock. Occidental’s address is 5 Greenway Plaza, Suite 110, Houston, Texas 77046. In accordance with the Stockholder’s and Registration Rights Agreement, Occidental granted us a proxy to vote the shares of our common stock that Occidental retained immediately after the distribution relating to the Spin-off in proportion to the votes cast by our other stockholders.
|
(4)
|
Based on a Schedule 13D filed with the SEC on February 2, 2015 by Seis Holdings LLC (“Seis”), C. Park Shaper (“Shaper”), Soroban Capital Partners LP (“SCP LP”), Soroban Master Fund LP (“SMF LP”), Soroban Capital GP LLC (“SCGP LLC”), Soroban Capital Partners GP LLC (“SCPGP LLC”), and Eric W. Mandelblatt (“Mandelblatt”). Seis, Shaper, SCP LP, SMF LP, SCGP LLC, SCPGP LLC and Mandelblatt are deemed to beneficially own 38,469,999 shares of common stock. SCP LP, SCGP LLC, SCPGP LLC and Mandelblatt have shared voting and dispositive power with respect to 34,469,999 shares of common stock. SMF LP has shared voting and dispositive power with respect to 26,847,532 shares of common stock. Seis and Shaper have shared voting and dispositive power with respect to 4,000,000 shares of common stock. SCP LP, SCGP LLC, SCPGP LLC, and Mandelblatt share the address of 444 Madison Avenue, 21st Floor, New York, New York 10022. SMF LP’s address is Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, Grand Cayman KY1-1103, Cayman Islands. Seis and Shaper share the address of 510 Bering Drive, Suite 220, Houston, Texas 77057.
|
(5)
|
Based on a Schedule 13G filed with the SEC on February 13, 2015 by Southeastern Asset Management, Inc. (“Southeastern”), Longleaf Partners – Small Cap Fund (“Longleaf”), and Mason Hawkins (“Hawkins”). Southeastern has (i) shared voting and dispositive power with respect to 33,090,500 shares of common stock; (ii) no voting power with respect to 391,000 shares of common stock; and (iii) sole dispositive power with respect to 391,000 shares of common stock. Southeastern’s address is 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
|
(6)
|
Based on a Schedule 13G filed with the SEC on February 13, 2015 by Southeastern, Longleaf and Hawkins. Longleaf has shared voting and dispositive power with respect to 33,090,500 shares of common stock. Longleaf’s address is 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
|
(7)
|
Based on a Schedule 13G filed with the SEC on February 10, 2015 by The Vanguard Group (“Vanguard”). Vanguard has (i) sole voting power with respect to 181,716 shares of common stock, (ii) sole dispositive power with respect to 19,260,106 shares of common stock; and (iii) shared voting and dispositive power with respect to 181,716 shares of common stock. Vanguard’s address is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
|
(8)
|
Ms. Kehr was appointed to the Board of Directors effective as of March 15, 2015.
|
•
|
the exploration for and development and production of crude oil and condensate, NGLs and natural gas in the State of California and in state waters offshore California, including all California operations of Occidental’s oil and gas segment;
|
•
|
the ownership and operation of our power plants at Elk Hills Field and in a portion of the Wilmington Field;
|
•
|
the marketing and trading of crude oil and condensate, NGL, natural gas, water, steam and electricity produced in the operations described in the prior two bullet points; and
|
•
|
the abandonment, monitoring and remediation of oil and gas properties and operations utilized therein.
|
•
|
CRC and Occidental agreed to cooperate in the preparation of tax returns, refund claims and with regard to audits concerning matters covered by the agreement;
|
•
|
the Tax Sharing Agreement assigns responsibilities for administrative matters, such as the filing of tax returns, payment of taxes due, retention of records and conduct of audits, examinations, or similar proceedings;
|
•
|
with respect to any periods (or portions thereof) ending prior to the distribution and periods that begin on or before but end after the distribution, Occidental will pay any U.S. federal income taxes of the affiliated group of which Occidental is the common parent and, if CRC (including any of its subsidiaries) is included in that affiliated group, CRC will pay Occidental an amount equal to the amount of additional U.S. federal income taxes payable by Occidental resulting from Occidental’s election to capitalize some or all of certain CRC intangible drilling costs. Occidental has sole discretion to make the election but will likely elect to capitalize intangible drilling costs only to the extent that higher CRC taxable income is needed to ensure that distributions paid by CRC to Occidental or its subsidiaries are not taxable. CRC will also be responsible for any increase in Occidental’s federal tax liability for any period in which CRC or any CRC subsidiaries are combined or consolidated with Occidental if such increase results from audit adjustments attributable to CRC’s business. With respect to any periods (or portions thereof) beginning after the distribution, CRC will be responsible for any U.S. federal income taxes of CRC and its subsidiaries;
|
•
|
with respect to any periods (or portions thereof) ending prior to the distribution and periods that begin on or before but end after the distribution, Occidental will pay any state or local franchise or income taxes that
|
•
|
with respect to any periods (or portions thereof) beginning after the distribution, CRC will be responsible for any U.S. federal, state or local income taxes of CRC and its subsidiaries;
|
•
|
Occidental will be responsible for any U.S. federal, state, local, or foreign taxes due with respect to tax returns that include only Occidental and/or its subsidiaries (excluding CRC and its subsidiaries), and CRC will be responsible for any U.S. federal, state, local or foreign taxes due with respect to tax returns that include only CRC and/or its subsidiaries;
|
•
|
to the extent that any gain or income is recognized by Occidental (including its subsidiaries) in connection with the failure of the Spin-off or certain transactions undertaken in preparation for, or in connection with, the Spin-off, to qualify for tax-free treatment under the relevant provisions of the Code, CRC will indemnify Occidental for any taxes on such gain or income to the extent such failure is attributable to:
|
•
|
inaccurate covenants, representations, or warranties by CRC (or any CRC subsidiaries) made in connection with the Tax Sharing Agreement or any tax ruling requested or received from the IRS or opinions of Occidental’s outside tax advisors;
|
•
|
any breach by CRC (or any CRC subsidiaries) of certain restrictive covenants in the Tax Sharing Agreement; or
|
•
|
CRC will bear 50% of the amount of any taxes resulting from gain or income that is recognized by Occidental (including its subsidiaries) in connection with the failure of the Spin-off or a related transaction to qualify for tax-free treatment under the relevant provisions of the Code, to the extent such failure is not attributable to the fault of either party; however, if CRC receives an increase in the tax basis of its depletable, depreciable or amortizable assets as a result of any such tax being imposed, CRC will pay to Occidental an amount equal to any reduction in its tax liability attributable to such basis increase when such reduction in tax liability arises.
|
•
|
the transfer of all employees who, following the Spin-off, work for the California business (“transferred employees”) to us or one of our subsidiaries;
|
•
|
the assumption (or retention) by us and our subsidiaries of all liabilities and obligations relating to current and former employees of the California business (excluding, with respect to current employees, certain pension obligations and, with respect to former employees, certain pension, retiree medical and nonqualified deferred compensation plan obligations);
|
•
|
the retention by Occidental of all employee and benefit plan-related liabilities and obligations not relating to current or former employees of the California business;
|
•
|
the establishment by us and our subsidiaries of new employee benefit plans for purposes of providing benefits to transferred employees;
|
•
|
the cessation of active participation by transferred employees under all benefit plans sponsored by Occidental;
|
•
|
the conversion of Occidental equity and equity-based awards held by transferred employees into awards with respect to our common stock;
|
•
|
the adjustment of Occidental equity and equity-based awards not held by transferred employees to reflect the effect of the Spin-off;
|
•
|
the transfer of all assets held in trusts maintained by Occidental which relate to benefits payable under certain defined benefit plans maintained by our subsidiaries to a trust (or trusts) maintained by the respective subsidiaries;
|
•
|
the transfer of liabilities and other obligations relating to benefits accrued by transferred employees pursuant to Occidental’s supplemental retirement and nonqualified deferred compensation plans from Occidental to us and our subsidiaries;
|
•
|
that the Spin-off is not intended to constitute a “change in control” or similar transaction under Occidental or our benefit and compensation plans;
|
•
|
the crediting of transferred employees for their service with Occidental for purposes of determining eligibility, vesting and benefit levels under our benefit plans; and
|
•
|
general cooperation and sharing of information between us and Occidental on matters relating to the transfers of employees and employee benefit plan-related liabilities and obligations.
|
•
|
The nature of the related person’s interest in the transaction;
|
•
|
The material terms of the transaction;
|
•
|
The importance of the transaction to the related person;
|
•
|
The importance of the transaction to us;
|
•
|
Whether the transaction would impair the judgment of a director or executive officer to act or their ability to act in our best interest;
|
•
|
Whether the transaction might affect a director’s independence under NYSE standards; and
|
•
|
Any other matters deemed appropriate with respect to the particular transaction.
|
|
|
Year Ended December 31,
|
|
|||||||||||||||||
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||||
Income / (loss) before income taxes
(a)
|
|
$
|
(2,421
|
)
|
|
$
|
1,447
|
|
|
$
|
1,181
|
|
|
$
|
1,641
|
|
|
$
|
1,129
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense and amortization of debt issuance costs
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Portion of lease rentals representative of the interest factor
|
|
3
|
|
|
4
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|||||
Earnings before fixed charges
|
|
$
|
(2,346
|
)
|
|
$
|
1,451
|
|
|
$
|
1,185
|
|
|
$
|
1,644
|
|
|
$
|
1,132
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense and amortization of debt issuance costs, including capitalized interest
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Portion of lease rentals representative of the interest factor
|
|
3
|
|
|
4
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|||||
Total fixed charges
|
|
$
|
79
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
(b)
|
|
n/a
|
|
|
363
|
|
|
296
|
|
|
548
|
|
|
377
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Insufficient coverage
|
|
$
|
2,425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Note: Had we been a stand-alone company for the full year 2014, and had the same level of debt throughout the year as we did on December 31, 2014, of approximately $6.4 billion, we would have incurred $314 million of pre-tax interest expense, on a pro-forma basis, for the year ended December 31, 2014, compared to the $72 million pre-tax interest expense reported on our statement of operations for the year then ended. Therefore, the insufficient coverage on a pro-forma basis would have been approximately $2,437 million.
|
||
(a)
|
The 2014 amount includes non-cash charges consisting of $3.4 billion of asset impairments, $52 million of rig termination and other price-related costs, and $55 million of Spin-off and transition related costs. Excluding these items, our income before income taxes for the year ended December 31, 2014 would have been approximately $1.1 billion, and the ratio of earnings to fixed charges would have been 14.
|
|
(b)
|
The 2014 ratio takes into consideration interest on the debt associated with the Spin-off which we entered into during the last half of 2014.
|
|
(A)
|
in connection with any sale or other disposition of (i) Capital Stock of such Guarantor such that after such sale or disposition the Guarantor is no longer a Subsidiary of the Company or (ii) all or substantially all of the properties or assets of such Guarantor (including by way of merger or consolidation), in each case to one or more Persons that are not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary;
|
(B)
|
if the Guarantor ceases to provide a guarantee with respect to Indebtedness of the Company under the Credit Agreement;
|
(C)
|
if the exchange notes are defeased or discharged in accordance with the procedures described below under “—Legal Defeasance and Covenant Defeasance” or “—Satisfaction and Discharge;” or
|
•
|
that a Change of Control Triggering Event has occurred or is expected to occur and the date or expected date of such event;
|
•
|
the circumstances and relevant facts regarding such Change of Control Triggering Event;
|
•
|
the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be fixed by the Company on a Business Day no earlier than 30 days nor later than 60 days from the date the notice is mailed or otherwise delivered, or such later date as is necessary to comply with requirements under the Exchange Act;
provided
that the Change of Control Purchase Date may not occur prior to the Change of Control Triggering Event and such notice may be contingent on the occurrence of the Change of Control Triggering Event;
|
•
|
that any Note not tendered will continue to accrue interest;
|
•
|
that, unless the Company defaults in the payment of the Change of Control Purchase Price, any exchange notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
|
•
|
other procedures that a Holder of exchange notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.
|
(1)
|
the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition shall be made (collectively, the “Successor”), is a corporation, limited liability company, general partnership or limited partnership organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture all of the obligations of the Company under the Indenture;
provided
|
(2)
|
immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing.
|
(1)
|
the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under the Indenture and the Notes pursuant to a supplemental indenture; and
|
(2)
|
default by the Company or any Guarantor in the payment of any installment of interest on such series of Notes when due and payable and continuance of such default for 30 days;
|
(4)
|
default by the Company in the performance or breach of the provisions described under “—Certain Covenants—Limitations on Mergers and Consolidations,” or the failure to make or consummate a Change of Control Offer in accordance with the provisions of “—Change of Control;”
|
(5)
|
default in the performance, or breach of, any covenant or agreement of the Company or any Guarantor in the Indenture applicable to such series of Notes and, in each such case, failure to remedy such default within a period of 60 days after written notice thereof from the Trustee or Holders of 25% of the principal amount of such series of Notes;
provided
,
however
, that the Company will have 90 days following such written notice to remedy or receive a waiver for any failure to comply with its obligations under the Indenture so long as the Company is attempting to remedy any such failure as promptly as reasonably practicable;
|
(6)
|
the failure of a Guarantee by a Guarantor that is a Significant Subsidiary of such series of Notes to be in full force and effect, or the denial or disaffirmance by such entity thereof, in each case except in accordance with the Indenture; or
|
(7)
|
certain events involving bankruptcy, insolvency or reorganization of the Company or any Guarantor that is a Significant Subsidiary.
|
(2)
|
the Trustee shall have received a written request from Holders of at least 25% in principal amount of the Notes of such series to pursue such remedy;
|
(3)
|
the Trustee shall have received indemnity from the Holders reasonably satisfactory to it;
|
(4)
|
the Trustee shall have failed to act for a period of 60 days after receipt of such written notice, request and offer of indemnity; and
|
(5)
|
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Notes of such series;
|
(1)
|
reduce the percentage of principal amount of Notes of such series whose Holders must consent to an amendment, supplement or waiver of any provision of the Indenture or the Notes of such series;
|
(2)
|
reduce the rate or change the time for payment of interest, including default interest, if any, on the Notes of such series;
|
(3)
|
reduce the principal amount of any Note of such series or change the Maturity Date of the Notes of such series;
|
(5)
|
waive any Event of Default in the payment of principal of, any premium or interest on, the Notes of such series (except a default in payment that has become due solely because of an acceleration that has been rescinded);
|
(6)
|
make any Note of such series payable in money other than that stated in such Note;
|
(7)
|
impair the right of Holders of Notes of such series to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or
|
(8)
|
make any change in the percentage of principal amount of Notes of such series necessary to waive compliance with certain provisions of the Indenture.
|
(1)
|
to cure any ambiguity, omission, defect or inconsistency;
|
(2)
|
to provide for the assumption of the obligations of the Company or any Guarantor under the Indenture upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Guarantor;
|
(3)
|
to add to, change or eliminate any of the provisions of the Indenture;
provided
that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding;
|
(5)
|
to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes of such series or otherwise;
|
(6)
|
to reflect the addition or release of any Guarantor from its Guarantee of the Notes of such series, in the manner provided in the Indenture;
|
(7)
|
to comply with any requirement of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
|
(8)
|
to provide for uncertificated Notes of such series in addition to certificated Notes of such series;
|
(9)
|
to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Notes of such series as security for the payment and performance of the Company’s and any Guarantor’s obligations under the Indenture, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to or for the benefit of the Trustee pursuant to the Indenture or otherwise;
|
(11)
|
to conform the text of the Indenture, the Notes of such series or the Guarantees to any provision of this “Description of Notes” to the extent that such provision in this “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes of such series or the Guarantees; or
|
(12)
|
to make any change that would provide any additional benefit to the Holders of the Notes of such series or that does not adversely affect the rights of any Holder in any material respect.
|
(1)
|
the rights of Holders of outstanding Notes of such series to receive payments solely from the trust fund described below in respect of the principal of, and any premium and interest on such Notes when such payments are due;
|
(2)
|
the Company’s obligations with respect to such series of Notes concerning the issuance of temporary Notes, transfers and exchanges of the Notes, replacement of mutilated, destroyed, lost or stolen Notes, the maintenance of an office or agency where the Notes may be tendered for transfer or exchange or presented for payment, and duties of paying agents and conversion agents;
|
(3)
|
the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and
|
(1)
|
the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes of such series, cash in U.S. Legal Tender, U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and any premium and interest on, the outstanding Notes of such series on each date on which such principal, and any premium and interest is due and payable or on any redemption date established pursuant to the Indenture;
|
(2)
|
in the case of Legal Defeasance, the Company must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the Company has received from or there has been published by, the Internal Revenue Service a ruling, or since the date of the Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders and beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
|
(3)
|
in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee to the effect that the Holders and beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
|
(4)
|
no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than as a result of borrowing funds in connection with such defeasance or granting of Liens in connection therewith);
|
(5)
|
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material agreement, other than the Indenture, or instrument to which the Company is a party or by which the Company is bound;
|
(6)
|
the Company shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and
|
(2)
|
all such Notes not so delivered for cancellation have either become due and payable or will become due and payable at their Maturity within one year or are to be called for redemption within one year, and in the case of this clause (2) the Company has deposited with the Trustee in trust an amount of cash or U.S. Government Securities sufficient to pay the entire indebtedness of such Notes, including any premium and interest to the applicable Maturity Date or applicable redemption date and all other sums due and payable under the Indenture by the Company.
|
(i)
|
the sum of:
|
(a)
|
discounted future net revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines before any state, federal or foreign income taxes (“pre-tax”), as estimated by the Company in a reserve report prepared as of the end of the Company’s most-recently completed fiscal year for which audited financial statements are then available, as increased by, as of the date of determination, the estimated discounted future net revenues from (1) estimated proved oil and gas reserves acquired since such year-end, which reserves were not reflected in such year-end reserve report, and (2) estimated increases in proved oil and gas reserves since such year-end due to exploration, development or exploitation activities or due to changes in geological conditions (or understandings thereof) or other factors which would, in accordance with standard industry practice, cause such revisions, in each case on a pre-tax basis calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report) increased by the accretion of the discount from the date of the reserve report to the date of determination and the effect to proved reserves and future net revenues from estimated development cost incurred, and decreased by, as of the date of determination, the estimated discounted future net revenues from (3) estimated proved oil and gas reserves reflected in such year-end report produced or disposed of since such year-end and (4) estimated oil and gas reserves attributable to downward revisions of estimates of proved oil and gas reserves since such year-end due to changes in geological conditions (or understandings thereof) or other factors which would, in accordance with standard industry practice, cause such revisions, in each case on a pre-tax basis calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report);
provided
that, in the case of each of the determinations made pursuant to clauses (1) through (4), such increases and decreases shall be as estimated by the Company’s petroleum engineers, plus
|
(b)
|
the capitalized costs that are attributable to oil and gas properties of the Company and its Restricted Subsidiaries to which no proved oil and gas reserves are attributable, based on the Company’s books
|
(c)
|
the Net Working Capital on a date no earlier than the date of the Company’s latest annual or quarterly financial statements, plus
|
(d)
|
the greater of (1) the net book value on a date no earlier than the date of the Company’s latest annual or quarterly financial consolidated statements and (2) the appraised value, as estimated by independent appraisers, of other tangible assets (including, without duplication, investments in unconsolidated Restricted Subsidiaries) of the Company and its Restricted Subsidiaries, as of the date no earlier than the date of the Company’s latest audited financial statements (
provided
that the Company shall not be required to obtain such appraisal of such assets if no such appraisal has been performed), plus
|
(e)
|
any net gas balancing assets of the Company and its Restricted Subsidiaries reflected in the Company’s latest annual or quarterly consolidated financial statements,
|
(b)
|
any net gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest annual or quarterly consolidated financial statements (to the extent not deducted in calculating Net Working Capital in accordance with clause (i)(c) of this definition), plus
|
(c)
|
to the extent included in (i)(a) above, the discounted future net revenues, calculated on a pre-tax basis in accordance with SEC guidelines (utilizing the prices utilized in the Company’s year-end reserve report), attributable to reserves which are required to be delivered to third parties to fully satisfy the obligations of the Company and its Restricted Subsidiaries with respect to Volumetric Production Payments (determined, if applicable, using the schedules specified with respect thereto), plus
|
(d)
|
the discounted future net revenues, calculated on a pre-tax basis in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production Payments which, based on the estimates of production and price assumptions included in determining the discounted future net revenues specified in (i)(a) above, would be necessary to fully satisfy the payment obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments (determined, if applicable, using the schedules specified with respect thereto).
|
(1)
|
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than, prior to the completion of the Spin-off Distribution, Occidental or any Subsidiary or Affiliate thereof, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the Company (measured by voting power rather than the number of shares), other than any such transaction in which the outstanding Voting Stock of the Company is changed into or exchanged for Voting Stock of the surviving Person or any parent thereof that collectively represents at least 50% of the total outstanding Voting Stock (measured by voting power rather than the number of shares) of the surviving Person or such parent immediately following such transaction;
|
(2)
|
the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person other than the Company or a Subsidiary; or
|
(3)
|
the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under “—Certain Covenants—Limitations on Mergers and Consolidations.”
|
(1)
|
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person; or
|
(2)
|
entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
provided, however
, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.
|
(a)
|
all obligations of such Person, including those evidenced by bonds, notes, debentures or similar instruments, for the repayment of money borrowed (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof); and
|
(b)
|
all liabilities of others of the kind described in the preceding clause (a) that such Person has guaranteed.
|
(2)
|
Liens securing Indebtedness under Credit Facilities in an aggregate principal amount outstanding at any one time not to exceed $4,000.0 million;
|
(3)
|
Liens securing any renewal, extension, substitution, refinancing or replacement of secured Indebtedness;
provided
, that such Liens extend to or cover only the property or assets then securing the Indebtedness being refinanced and that the Indebtedness being refinanced was not incurred under the Credit Facilities in reliance on clause (2) above;
|
(4)
|
Liens on, or related to, oil and gas properties to secure all or part of the costs incurred in the ordinary course of business of exploration, drilling, development, production, gathering, processing, marketing or operation thereof, in each case, which are not incurred in connection with the borrowing of money;
|
(A)
|
any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
|
(C)
|
security made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security;
|
(D)
|
good faith deposits in connection with tenders, leases and contracts (other than contracts for the payment of Indebtedness);
|
(E)
|
zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Company or any Subsidiary or the value of such property for the purpose of such business;
|
(F)
|
deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds;
|
(G)
|
operation of law or contract in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees, suppliers and similar persons, incurred in the ordinary course of business for sums which are not yet delinquent for more than 30 days or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;
|
(6)
|
Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Subsidiary on deposit with or in possession of such bank;
|
(7)
|
Liens in favor of the United States, any state thereof, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Funded Debt of the pollution control or industrial revenue bond type;
|
(9)
|
any Lien on Property to secure (i) all or any portion of the cost of acquiring, constructing, altering, improving or repairing any Property or assets or improvements used in connection with such Property, and (ii) Indebtedness incurred by the Company or any Subsidiary to provide funds for the activities set forth in clause (i) above;
provided
that the aggregate principal amount of Indebtedness secured by such Liens does not exceed the cost of the Property so acquired, constructed or improved and such Liens are created within 365 days of construction, acquisition or improvement of such Property and do not encumber any other Property of the Company or any Subsidiary other than such Property and assets affixed or appurtenant thereto;
|
(10)
|
any Lien to secure performance bids, leases (including, without limitation, statutory and common law landlord’s liens), statutory obligations, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Subsidiary and not securing or supporting Indebtedness, and any Lien to secure statutory or appeal bonds;
|
(11)
|
leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;
|
(12)
|
any Lien created by a mortgage related to a property or building that is used as the Company’s headquarters or other principal place of business;
|
(2)
|
if either of Moody’s or S&P ceases to rate a series of Notes or fails to make a rating of such series of Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by us as a replacement rating agency for Moody’s or S&P, or both, as the case may be.
|
(1)
|
any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof, or
|
(2)
|
any limited partnership of which such Person or any Subsidiary of such Person is the sole general partner or general partners, or
|
(3)
|
any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, owns more than 50% of the outstanding partnership or similar interests having the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof.
|
(1)
|
upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the exchange agent with portions of the principal amount of the Global Notes; and
|
(2)
|
ownership of these interests in Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in Global Notes).
|
(1)
|
any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in Global Notes; or
|
(2)
|
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
|
•
|
DTC (1) notifies us that it is unwilling or unable to continue as depositary for the applicable Global Notes or (2) has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary within 90 days;
|
•
|
we, at our option and subject to the procedures of DTC, notify the Trustee in writing that we elect to cause the issuance of Certificated Notes; or
|
•
|
there has occurred and is continuing a Default or an event of Default with respect to the Notes and DTC requests the issuance of Certificated Notes.
|
•
|
you will not recognize gain or loss upon receipt of exchange notes for original notes pursuant to the exchange offer;
|
•
|
your adjusted tax basis in the exchange notes you receive pursuant to the exchange offer will equal your adjusted tax basis in the original notes exchanged therefor; and
|
•
|
your holding period for the exchange notes you receive pursuant to the exchange offer will include your holding period for the original notes exchanged therefor.
|
•
|
in the over-the-counter market;
|
•
|
in negotiated transactions;
|
•
|
through the writing of options on the exchange notes; or
|
•
|
a combination of such methods of resale.
|
•
|
at market prices prevailing at the time of resale;
|
•
|
at prices related to such prevailing market prices; or
|
•
|
at negotiated prices.
|
|
Page
|
Annual audited combined financial statements
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated and Combined Balance Sheets as of December 31, 2014 and 2013
|
F-3
|
Consolidated and Combined Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012
|
F-5
|
Consolidated and Combined Statements of Comprehensive Income for the Years Ended December 31, 2014, 2013 and 2012
|
F-6
|
Consolidated and Combined Statements of Equity for the Years Ended December 31, 2014, 2013 and 2012
|
F-7
|
Consolidated and Combined Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012
|
F-8
|
Notes to Consolidated and Combined Financial Statements
|
F-9
|
Supplemental Financial Information
|
|
Quarterly Financial Data (unaudited)
|
F-33
|
Supplemental Oil and Gas Information (unaudited)
|
F-34
|
|
|
|
|
|
/s/ KPMG LLP
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
|
|
2014
|
|
2013
|
|
||||
|
|
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
14
|
|
|
$
|
—
|
|
|
Trade receivables, net
|
|
308
|
|
|
30
|
|
|
||
Inventories
|
|
71
|
|
|
75
|
|
|
||
Other current assets
|
|
308
|
|
|
149
|
|
|
||
Total current assets
|
|
701
|
|
|
254
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
20,536
|
|
|
20,972
|
|
|
||
Accumulated depreciation, depletion and amortization
|
|
(8,851
|
)
|
|
(6,964
|
)
|
|
||
|
|
11,685
|
|
|
14,008
|
|
|
||
|
|
|
|
|
|
||||
OTHER ASSETS
|
|
111
|
|
|
35
|
|
|
||
|
|
|
|
|
|
||||
TOTAL ASSETS
|
|
$
|
12,497
|
|
|
$
|
14,297
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
REVENUES
|
|
|
|
|
|
|
||||||
Oil and natural gas sales to related parties
|
|
$
|
2,617
|
|
|
$
|
4,054
|
|
|
$
|
3,878
|
|
Oil and natural gas sales to third parties
|
|
1,406
|
|
|
85
|
|
|
89
|
|
|||
Other revenue
|
|
150
|
|
|
145
|
|
|
106
|
|
|||
|
|
4,173
|
|
|
4,284
|
|
|
4,073
|
|
|||
COSTS AND OTHER DEDUCTIONS
|
|
|
|
|
|
|
||||||
Production costs
|
|
1,023
|
|
|
960
|
|
|
1,219
|
|
|||
Selling, general and administrative expenses
|
|
336
|
|
|
292
|
|
|
273
|
|
|||
Depreciation, depletion and amortization
|
|
1,198
|
|
|
1,144
|
|
|
926
|
|
|||
Asset impairments
|
|
3,402
|
|
|
—
|
|
|
29
|
|
|||
Taxes other than on income
|
|
217
|
|
|
185
|
|
|
167
|
|
|||
Exploration expense
|
|
139
|
|
|
116
|
|
|
148
|
|
|||
Interest and debt expense, net
|
|
72
|
|
|
—
|
|
|
—
|
|
|||
Other expenses
|
|
207
|
|
|
140
|
|
|
130
|
|
|||
|
|
6,594
|
|
|
2,837
|
|
|
2,892
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME / (LOSS) BEFORE INCOME TAXES
|
|
(2,421
|
)
|
|
1,447
|
|
|
1,181
|
|
|||
Income tax (expense) / benefit
|
|
987
|
|
|
(578
|
)
|
|
(482
|
)
|
|||
NET INCOME / (LOSS)
|
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
|
|
|
|
|
|
|
||||||
Net income / (loss) per share of common stock
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(3.75
|
)
|
|
$
|
2.24
|
|
|
$
|
1.80
|
|
Diluted
|
|
$
|
(3.75
|
)
|
|
$
|
2.24
|
|
|
$
|
1.80
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income / (loss)
|
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
||||||
Unrealized (losses) gains on derivatives
(a)
|
|
(2
|
)
|
|
(2
|
)
|
|
3
|
|
|||
Pension and postretirement (losses) gains
(b)
|
|
(1
|
)
|
|
27
|
|
|
2
|
|
|||
Reclassification to income of realized losses (gains) on derivatives
(c)
|
|
3
|
|
|
(2
|
)
|
|
—
|
|
|||
Other comprehensive income, net of tax
|
|
—
|
|
|
23
|
|
|
5
|
|
|||
Comprehensive income / (loss)
|
|
$
|
(1,434
|
)
|
|
$
|
892
|
|
|
$
|
704
|
|
(a)
|
Net of tax of $1, $1 and $(1) in 2014, 2013, and 2012, respectively.
|
(b)
|
Net of tax of $(1), $(16) and $(1) in 2014, 2013 and 2012, respectively. See Note 14, Retirement and Postretirement Benefit Plans, for additional information.
|
(c)
|
Net of tax of $(2), $1 and zero in 2014, 2013 and 2012, respectively.
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Net Parent
Company
Investment
|
|
Total Equity/Net Investment
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Balance, December 31, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(52
|
)
|
|
$
|
8,676
|
|
|
$
|
8,624
|
|
Net income / (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
699
|
|
|
699
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Net contributions from Occidental
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
532
|
|
|
532
|
|
||||||
Balance, December 31, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
$
|
9,907
|
|
|
$
|
9,860
|
|
Net income / (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
869
|
|
|
869
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Net distributions to Occidental
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(763
|
)
|
|
(763
|
)
|
||||||
Balance, December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
10,013
|
|
|
$
|
9,989
|
|
Net income / (loss)
(a)
|
—
|
|
|
—
|
|
|
(2,117
|
)
|
|
—
|
|
|
683
|
|
|
(1,434
|
)
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net contributions from Occidental
(b)
|
—
|
|
|
—
|
|
|
|
|
|
|
56
|
|
|
56
|
|
||||||||
Dividend to Occidental
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,000
|
)
|
|
(6,000
|
)
|
||||||
Issuance of common stock at Spin-off
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||||
Reclassification of net parent company investment to additional paid-in capital
|
—
|
|
|
4,748
|
|
|
—
|
|
|
—
|
|
|
(4,748
|
)
|
|
—
|
|
||||||
Balance, December 31, 2014
|
$
|
4
|
|
|
$
|
4,748
|
|
|
$
|
(2,117
|
)
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
2,611
|
|
(a)
|
Net income of $683 million related to operations from January 1, 2014 through the spin-off date of November 30, 2014 and was included in Net Parent Company Investment. The net loss of $2,117 million for the month ended December 31, 2014 reflected our accumulated deficit as of that date as a stand-alone company.
|
(b)
|
Net contributions from Occidental include non-cash contributions of approximately $400 million, predominantly trade receivables, partially offset by $335 million in cash distributions to Occidental.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOW FROM OPERATING ACTIVITIES
|
|
|
|
|
||||||||
Net income / (loss)
|
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
Adjustments to reconcile net income / (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
|
1,198
|
|
|
1,144
|
|
|
926
|
|
|||
Asset impairments
|
|
3,402
|
|
|
—
|
|
|
29
|
|
|||
Deferred income tax expense / (benefit)
|
|
(1,152
|
)
|
|
260
|
|
|
603
|
|
|||
Other noncash charges to income
|
|
113
|
|
|
29
|
|
|
40
|
|
|||
Dry hole expenses
|
|
101
|
|
|
72
|
|
|
128
|
|
|||
Changes in operating assets and liabilities, net
|
|
|
|
|
|
|
||||||
(Increase) decrease in trade receivables, net
|
|
146
|
|
|
(8
|
)
|
|
20
|
|
|||
(Increase) decrease in inventories
|
|
2
|
|
|
8
|
|
|
(23
|
)
|
|||
(Increase) decrease in other current assets
|
|
(133
|
)
|
|
2
|
|
|
(49
|
)
|
|||
Increase (decrease) in accounts payable and other current liabilities
|
|
128
|
|
|
100
|
|
|
(150
|
)
|
|||
Net cash provided by operating activities
|
|
2,371
|
|
|
2,476
|
|
|
2,223
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOW FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Capital investments
|
|
(2,020
|
)
|
|
(1,669
|
)
|
|
(2,331
|
)
|
|||
Acquisitions and other
|
|
(292
|
)
|
|
(44
|
)
|
|
(424
|
)
|
|||
Net cash used by investing activities
|
|
(2,312
|
)
|
|
(1,713
|
)
|
|
(2,755
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOW FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
(Distributions to) contributions from Occidental, net
|
|
(335
|
)
|
|
(763
|
)
|
|
532
|
|
|||
Dividends to Occidental
|
|
(6,000
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of senior notes
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|||
Issuance of term loan
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from revolving credit facility
|
|
515
|
|
|
—
|
|
|
—
|
|
|||
Repayments of revolving credit facility
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used) provided by financing activities
|
|
(45
|
)
|
|
(763
|
)
|
|
532
|
|
|||
Increase in cash and cash equivalents
|
|
14
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents—beginning of year
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents—end of year
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
•
|
Our consolidated and combined statements of operations, comprehensive income and cash flows for the year ended December 31, 2014 consist of the stand-alone consolidated results of CRC following the Spin-off, and the consolidated and combined results of the California business from January 1, 2014, through the Spin-off. Our statements of income, comprehensive income and cash flows for the years ended December 31, 2013 and 2012 consist entirely of the combined results of the California business.
|
•
|
Our consolidated and combined balance sheet at December 31, 2014 consists of the consolidated balances of CRC, while at December 31, 2013, it consists of the combined balances of the California business.
|
•
|
Our consolidated and combined statement of changes in equity for the year ended December 31, 2014 consists of both the California business prior to the Spin-off and the consolidated activity for CRC subsequent to the Spin-off. Our consolidated statement of changes in equity for the years ended December 31, 2013 and 2012 consist entirely of the combined activity of the California business.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in millions)
|
||||||||||
Balance - Beginning of Year
|
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
63
|
|
Additions to capitalized exploratory well costs pending the determination of proved reserves
|
|
3
|
|
|
46
|
|
|
62
|
|
|||
Reclassification to property, plant and equipment based on the determination of proved reserves
|
|
(8
|
)
|
|
(31
|
)
|
|
(61
|
)
|
|||
Capitalized exploratory well costs charged to expense
|
|
(9
|
)
|
|
(15
|
)
|
|
(46
|
)
|
|||
Balance - End of Year
|
|
$
|
4
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
|
For the years ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in millions)
|
||||||
Beginning balance
|
|
$
|
415
|
|
|
$
|
387
|
|
Liabilities incurred - capitalized to PP&E
|
|
19
|
|
|
25
|
|
||
Liabilities settled and paid
|
|
(29
|
)
|
|
(9
|
)
|
||
Accretion expense
|
|
22
|
|
|
21
|
|
||
Acquisitions, disposition and other - changes in PP&E
|
|
26
|
|
|
(2
|
)
|
||
Revisions to estimated cash flows - changes in PP&E
|
|
(34
|
)
|
|
(7
|
)
|
||
Ending balance
|
|
$
|
419
|
|
|
$
|
415
|
|
|
|
Balance at December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in millions)
|
||||||
Materials and supplies
|
|
$
|
66
|
|
|
$
|
73
|
|
Finished goods
|
|
5
|
|
|
2
|
|
||
Total
|
|
$
|
71
|
|
|
$
|
75
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in millions)
|
||||||
Revolving Credit Facility
|
|
$
|
360
|
|
|
$
|
—
|
|
Term Loan Facility
|
|
1,000
|
|
|
—
|
|
||
5% notes due 2020
|
|
1,000
|
|
|
—
|
|
||
5 1/2% notes due 2021
|
|
1,750
|
|
|
—
|
|
||
6% notes due 2024
|
|
2,250
|
|
|
—
|
|
||
Total
|
|
$
|
6,360
|
|
|
$
|
—
|
|
|
|
Amount
|
||
|
|
(in millions)
|
||
2015
|
|
$
|
13
|
|
2016
|
|
14
|
|
|
2017
|
|
14
|
|
|
2018
|
|
14
|
|
|
2019
|
|
12
|
|
|
Thereafter
|
|
58
|
|
|
Total minimum lease payments
|
|
$
|
125
|
|
NOTE 9
|
FAIR VALUE MEASUREMENTS
|
|
|
December 31, 2014
|
|||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Collateral
|
|
Total
|
|||||
Commodity derivative instruments, other current assets
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
Total
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
For the years ended December 31,
|
|
United States
Federal
|
|
State
and Local
|
|
Total
|
||||||
|
|
(in millions)
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
$
|
66
|
|
|
$
|
99
|
|
|
$
|
165
|
|
Deferred
|
|
(840
|
)
|
|
(312
|
)
|
|
(1,152
|
)
|
|||
|
|
$
|
(774
|
)
|
|
$
|
(213
|
)
|
|
$
|
(987
|
)
|
|
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
$
|
227
|
|
|
$
|
91
|
|
|
$
|
318
|
|
Deferred
|
|
222
|
|
|
38
|
|
|
260
|
|
|||
|
|
$
|
449
|
|
|
$
|
129
|
|
|
$
|
578
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
$
|
(140
|
)
|
|
$
|
19
|
|
|
$
|
(121
|
)
|
Deferred
|
|
518
|
|
|
85
|
|
|
603
|
|
|||
|
|
$
|
378
|
|
|
$
|
104
|
|
|
$
|
482
|
|
|
For the years ended
December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
United States federal statutory tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State income taxes, net of federal benefit
|
6
|
|
|
6
|
|
|
6
|
|
Other
|
—
|
|
|
(1
|
)
|
|
—
|
|
Effective tax rate
|
41
|
%
|
|
40
|
%
|
|
41
|
%
|
|
2014
|
|
2013
|
||||||||||||
|
Deferred Tax
Assets
|
|
Deferred Tax
Liabilities
|
|
Deferred Tax
Assets
|
|
Deferred Tax
Liabilities
|
||||||||
|
(in millions)
|
||||||||||||||
Property, plant and equipment differences
|
$
|
—
|
|
|
$
|
(2,437
|
)
|
|
$
|
—
|
|
|
$
|
(3,583
|
)
|
Postretirement benefit accruals
|
39
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
Deferred compensation and benefits
|
62
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||||
Asset retirement obligations
|
184
|
|
|
—
|
|
|
182
|
|
|
—
|
|
||||
Federal benefit of state income taxes
|
68
|
|
|
—
|
|
|
208
|
|
|
—
|
|
||||
Net operating loss carryforwards
|
64
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
All other
|
27
|
|
|
(1
|
)
|
|
14
|
|
|
(2
|
)
|
||||
Total deferred taxes
|
$
|
444
|
|
|
$
|
(2,438
|
)
|
|
$
|
486
|
|
|
$
|
(3,585
|
)
|
|
|
Cash-Settled
|
|
Stock-Settled
|
||||||||||
|
|
RSUs
(000's)
|
|
Weighted-Average Grant Date Fair Value
|
|
RSUs
(000's)
|
|
Weighted-Average Grant-Date Fair Value
|
||||||
Unvested at December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
4,562
|
|
|
$
|
7.37
|
|
|
6,663
|
|
|
$
|
7.84
|
|
Vested
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
|
(14
|
)
|
|
$
|
7.37
|
|
|
—
|
|
|
$
|
—
|
|
Unvested at December 31, 2014
|
|
4,548
|
|
|
$
|
7.37
|
|
|
6,663
|
|
|
$
|
7.84
|
|
|
Options (000's)
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Grant-Date Fair Value
|
|
Aggregate Intrinsic Value
|
|||||||
Beginning balance, December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
8,481
|
|
|
8.11
|
|
|
1.98
|
|
|
—
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expired or Canceled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending balance, December 31, 2014
|
8,481
|
|
|
$
|
8.11
|
|
|
$
|
1.98
|
|
|
$
|
—
|
|
|
|
2014
|
||
Exercise price per share
|
|
$
|
8.11
|
|
Expected life (in years)
|
|
4.5
|
|
|
Expected volatility
|
|
35.4
|
%
|
|
Risk-free interest rate
|
|
1.4
|
%
|
|
Dividend yield
|
|
0.5
|
%
|
|
Grant date fair value of stock option awards granted
|
|
$
|
1.98
|
|
|
|
Common Stock
|
|
|
|
(in 000's)
|
|
Balance, December 31, 2013
|
|
—
|
|
Issued
|
|
385,640
|
|
Balance, December 31, 2014
|
|
385,640
|
|
|
Balance at December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Unrealized losses (gains) on derivatives
|
$
|
—
|
|
|
$
|
(1
|
)
|
Pension and post-retirement adjustments
(a)
|
(24
|
)
|
|
(23
|
)
|
||
Total
|
$
|
(24
|
)
|
|
$
|
(24
|
)
|
(a)
|
See Note 14 for further information.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in millions, except per-share amounts)
|
||||||||||
Basic EPS calculation
|
|
|
|
|
|
|
||||||
Net income / (loss)
|
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
Net income / (loss) allocated to participating securities
|
|
—
|
|
|
(14
|
)
|
|
(11
|
)
|
|||
Net income / (loss) available to common stockholders
|
|
$
|
(1,434
|
)
|
|
$
|
855
|
|
|
$
|
688
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
|
381.9
|
|
|
381.8
|
|
|
381.8
|
|
|||
Basic EPS
|
|
$
|
(3.75
|
)
|
|
$
|
2.24
|
|
|
$
|
1.80
|
|
|
|
|
|
|
|
|
||||||
Diluted EPS calculation
|
|
|
|
|
|
|
||||||
Net income / (loss)
|
|
$
|
(1,434
|
)
|
|
$
|
869
|
|
|
$
|
699
|
|
Net income / (loss) allocated to participating securities
|
|
—
|
|
|
(14
|
)
|
|
(11
|
)
|
|||
Net income / (loss) available to common stockholders
|
|
$
|
(1,434
|
)
|
|
$
|
855
|
|
|
$
|
688
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
|
381.9
|
|
|
381.8
|
|
|
381.8
|
|
|||
Dilutive effect of potentially dilutive securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average common shares outstanding - diluted
|
|
381.9
|
|
|
381.8
|
|
|
381.8
|
|
|||
Diluted EPS
|
|
$
|
(3.75
|
)
|
|
$
|
2.24
|
|
|
$
|
1.80
|
|
|
Pension
Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
As of December 31,
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Amounts recognized in the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Other long-term liabilities
|
(21
|
)
|
|
(12
|
)
|
|
(68
|
)
|
|
(62
|
)
|
||||
|
$
|
(21
|
)
|
|
$
|
(12
|
)
|
|
$
|
(68
|
)
|
|
$
|
(63
|
)
|
AOCI included the following after-tax balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
$
|
22
|
|
|
$
|
19
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Changes in the benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation—beginning of year
|
$
|
103
|
|
|
$
|
108
|
|
|
$
|
63
|
|
|
$
|
74
|
|
Service cost—benefits earned during the period
|
4
|
|
|
5
|
|
|
4
|
|
|
4
|
|
||||
Interest cost on projected benefit obligation
|
4
|
|
|
3
|
|
|
2
|
|
|
3
|
|
||||
Actuarial (gain) loss
|
6
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(18
|
)
|
||||
Benefits paid
|
(9
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation—end of year
|
$
|
108
|
|
|
$
|
103
|
|
|
$
|
68
|
|
|
$
|
63
|
|
|
|
|
|
|
|
|
|
||||||||
Changes in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets—beginning of year
|
$
|
91
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
5
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(9
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets—end of year
|
$
|
87
|
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Unfunded) status:
|
$
|
(21
|
)
|
|
$
|
(12
|
)
|
|
$
|
(68
|
)
|
|
$
|
(63
|
)
|
|
Accumulated
Benefit
Obligation
in Excess of
Plan Assets
|
|
Plan Assets
in Excess of
Accumulated
Benefit
Obligation
|
||||||||||||
|
As of December 31,
|
||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Projected Benefit Obligation
|
$
|
31
|
|
|
$
|
30
|
|
|
$
|
77
|
|
|
$
|
73
|
|
Accumulated Benefit Obligation
|
$
|
26
|
|
|
$
|
25
|
|
|
$
|
62
|
|
|
$
|
58
|
|
Fair Value of Plan Assets
|
$
|
19
|
|
|
$
|
23
|
|
|
$
|
68
|
|
|
$
|
68
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost—benefits earned during the period
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
Interest cost on projected benefit obligation
|
4
|
|
|
3
|
|
|
4
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||||
Expected return on plan assets
|
(6
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
2
|
|
|
4
|
|
|
4
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||||
Settlement cost
|
2
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
6
|
|
|
$
|
10
|
|
|
$
|
14
|
|
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
Fair Value Measurements at
December 31, 2014 Using
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Asset Class:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commingled funds:
|
|
|
|
|
|
|
|
||||||||
Fixed income
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
U.S. equity
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||
International equity
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bond funds
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Blend funds
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Value funds
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Growth funds
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Guaranteed deposit account
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||
Total pension plan assets
|
$
|
12
|
|
|
$
|
68
|
|
|
$
|
7
|
|
|
$
|
87
|
|
|
Fair Value Measurements at
December 31, 2013 Using
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Asset Class:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Master trust investment account
(a)
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
69
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|||||
Bond funds
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Blend funds
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Value funds
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Growth funds
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Guaranteed deposit account
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||
Total pension plan assets
(b)
|
$
|
14
|
|
|
$
|
69
|
|
|
$
|
9
|
|
|
$
|
92
|
|
(a)
|
Represents our investment in a master trust investment account established by Occidental. The trust investments include common stock, preferred stock, publicly registered mutual funds, U.S. government securities and corporate bonds.
|
(b)
|
Amounts exclude net payables of approximately $1 million.
|
For the years ended December 31,
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
|
(in millions)
|
||||||
2015
|
$
|
15
|
|
|
$
|
—
|
|
2016
|
$
|
9
|
|
|
$
|
1
|
|
2017
|
$
|
8
|
|
|
$
|
1
|
|
2018
|
$
|
10
|
|
|
$
|
2
|
|
2019
|
$
|
9
|
|
|
$
|
2
|
|
2020 - 2024
|
$
|
44
|
|
|
$
|
17
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Sales
(a)
|
$
|
2,706
|
|
|
$
|
4,174
|
|
|
$
|
3,970
|
|
Allocated costs for services provided by affiliates
|
$
|
126
|
|
|
$
|
146
|
|
|
$
|
129
|
|
Purchases
|
$
|
175
|
|
|
$
|
164
|
|
|
$
|
119
|
|
(a)
|
Amounts include related-party sales from our Elk Hills power plant of $89 million, $120 million and $92 million during 2014, 2013 and 2012, respectively. These sales are included in other revenue in the statements of operations.
|
Quarterly Financial Data
(Unaudited)
|
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
Quarter
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
|
|
(in millions, except per share amounts)
|
||||||||||||||||||||||||||||||
Revenues
|
|
$
|
1,121
|
|
|
$
|
1,140
|
|
|
$
|
1,092
|
|
|
$
|
820
|
|
|
$
|
1,047
|
|
|
$
|
1,051
|
|
|
$
|
1,107
|
|
|
$
|
1,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gross profit
|
|
$
|
865
|
|
|
$
|
878
|
|
|
$
|
830
|
|
|
$
|
577
|
|
|
$
|
812
|
|
|
$
|
813
|
|
|
$
|
863
|
|
|
$
|
836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income / (loss)
(a)
|
|
$
|
223
|
|
|
$
|
246
|
|
|
$
|
188
|
|
|
$
|
(2,091
|
)
|
|
$
|
217
|
|
|
$
|
205
|
|
|
$
|
235
|
|
|
$
|
212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income / (loss) per share
(b)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
0.57
|
|
|
$
|
0.63
|
|
|
$
|
0.48
|
|
|
$
|
(5.47
|
)
|
|
$
|
0.56
|
|
|
$
|
0.53
|
|
|
$
|
0.61
|
|
|
$
|
0.55
|
|
Diluted
|
|
$
|
0.57
|
|
|
$
|
0.63
|
|
|
$
|
0.48
|
|
|
$
|
(5.47
|
)
|
|
$
|
0.56
|
|
|
$
|
0.53
|
|
|
$
|
0.61
|
|
|
$
|
0.55
|
|
(a)
|
For the quarter ended December 31, 2014, amount includes after-tax non-cash charges consisting of $2.0 billion of asset impairments, $31 million of rig termination and other price-related costs, and $33 million of Spin-off and transition related costs.
|
(b)
|
For comparative purposes, and to provide a more meaningful calculation for weighted-average shares, we assumed the shares distributed to Occidental stockholders in conjunction with the Spin-off were outstanding at the beginning of each period prior to the Spin-off.
|
|
San Joaquin Basin
|
|
Los Angeles
Basin
(a)
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
|||||
|
(in millions of barrels (MMBbl))
|
|||||||||||||
PROVED DEVELOPED AND UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
337
|
|
|
130
|
|
|
41
|
|
|
—
|
|
|
508
|
|
Revisions of previous estimates
|
(44
|
)
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
(46
|
)
|
Improved recovery
|
36
|
|
|
16
|
|
|
11
|
|
|
—
|
|
|
63
|
|
Extensions and discoveries
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Purchases of proved reserves
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Sales of proved reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production
|
(21
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
—
|
|
|
(32
|
)
|
Balance at December 31, 2012
|
312
|
|
|
138
|
|
|
47
|
|
|
—
|
|
|
497
|
|
Revisions of previous estimates
|
(8
|
)
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
(8
|
)
|
Improved recovery
|
49
|
|
|
24
|
|
|
3
|
|
|
—
|
|
|
76
|
|
Extensions and discoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of proved reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sales of proved reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production
|
(21
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
—
|
|
|
(33
|
)
|
Balance at December 31, 2013
|
332
|
|
|
155
|
|
|
45
|
|
|
—
|
|
|
532
|
|
Revisions of previous estimates
|
(41
|
)
|
|
8
|
|
|
(4
|
)
|
|
—
|
|
|
(37
|
)
|
Improved recovery
|
70
|
|
|
11
|
|
|
4
|
|
|
—
|
|
|
85
|
|
Extensions and discoveries
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Purchases of proved reserves
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
Sales of proved reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production
|
(23
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
—
|
|
|
(36
|
)
|
Balance at December 31, 2014
|
340
|
|
|
163
|
|
|
48
|
|
|
—
|
|
|
551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVED DEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
240
|
|
|
97
|
|
|
30
|
|
|
—
|
|
|
367
|
|
December 31, 2012
|
221
|
|
|
104
|
|
|
30
|
|
|
—
|
|
|
355
|
|
December 31, 2013
|
226
|
|
|
109
|
|
|
28
|
|
|
—
|
|
|
363
|
|
December 31, 2014
(b)
|
229
|
|
|
124
|
|
|
34
|
|
|
—
|
|
|
387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVED UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
97
|
|
|
33
|
|
|
11
|
|
|
—
|
|
|
141
|
|
December 31, 2012
|
91
|
|
|
34
|
|
|
17
|
|
|
—
|
|
|
142
|
|
December 31, 2013
|
106
|
|
|
46
|
|
|
17
|
|
|
—
|
|
|
169
|
|
December 31, 2014
|
111
|
|
|
39
|
|
|
14
|
|
|
—
|
|
|
164
|
|
(a)
|
Includes proved reserves related to economic arrangements similar to PSCs of 116 MMBbl, 102 MMBbl, 98 MMBbl and 92 MMBbl at December 31, 2014, 2013, 2012 and 2011, respectively.
|
(b)
|
Approximately 11 percent of the proved developed reserves at December 31, 2014 are nonproducing.
|
(a)
|
Approximately 5 percent of the proved developed reserves at December 31, 2014 are nonproducing.
|
(a)
|
Approximately 9 percent of the proved developed reserves at December 31, 2014 are nonproducing.
|
|
San Joaquin
Basin
|
|
Los Angeles
Basin
(b)
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
|||||
|
(in MMBoe
(a)
)
|
|||||||||||||
PROVED DEVELOPED AND UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
537
|
|
|
134
|
|
|
52
|
|
|
6
|
|
|
729
|
|
Revisions of previous estimates
|
(83
|
)
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(88
|
)
|
Improved recovery
|
65
|
|
|
16
|
|
|
13
|
|
|
—
|
|
|
94
|
|
Extensions and discoveries
|
5
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
7
|
|
Purchases of proved reserves
|
1
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
26
|
|
Sales of proved reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production
|
(39
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(54
|
)
|
Balance at December 31, 2012
|
486
|
|
|
141
|
|
|
58
|
|
|
29
|
|
|
714
|
|
Revisions of previous estimates
|
4
|
|
|
2
|
|
|
(3
|
)
|
|
(6
|
)
|
|
(3
|
)
|
Improved recovery
|
61
|
|
|
25
|
|
|
3
|
|
|
—
|
|
|
89
|
|
Extensions and discoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of proved reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sales of proved reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production
|
(40
|
)
|
|
(10
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(56
|
)
|
Balance at December 31, 2013
|
511
|
|
|
158
|
|
|
55
|
|
|
20
|
|
|
744
|
|
Revisions of previous estimates
|
(48
|
)
|
|
8
|
|
|
(3
|
)
|
|
1
|
|
|
(42
|
)
|
Improved recovery
|
101
|
|
|
11
|
|
|
4
|
|
|
1
|
|
|
117
|
|
Extensions and discoveries
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Purchases of proved reserves
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
Sales of proved reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production
|
(41
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(58
|
)
|
Balance at December 31, 2014
|
525
|
|
|
166
|
|
|
58
|
|
|
19
|
|
|
768
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PROVED DEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
372
|
|
|
99
|
|
|
40
|
|
|
6
|
|
|
517
|
|
December 31, 2012
|
341
|
|
|
105
|
|
|
38
|
|
|
24
|
|
|
508
|
|
December 31, 2013
|
349
|
|
|
110
|
|
|
35
|
|
|
20
|
|
|
514
|
|
December 31, 2014
(c)
|
367
|
|
|
126
|
|
|
41
|
|
|
18
|
|
|
552
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PROVED UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
165
|
|
|
35
|
|
|
12
|
|
|
—
|
|
|
212
|
|
December 31, 2012
|
145
|
|
|
36
|
|
|
20
|
|
|
5
|
|
|
206
|
|
December 31, 2013
|
162
|
|
|
48
|
|
|
20
|
|
|
—
|
|
|
230
|
|
December 31, 2014
|
158
|
|
|
40
|
|
|
17
|
|
|
1
|
|
|
216
|
|
(a)
|
Natural gas volumes have been converted to Boe based on the equivalence of energy content between six Mcf of natural gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in 2014, the average prices of Brent oil and NYMEX natural gas were $99.51 per Bbl and $4.34 per Mcf, respectively, resulting in an oil-to-gas price ratio of approximately 23 to 1.
|
(b)
|
Includes proved reserves related to economic arrangements similar to PSCs of 116 MMBbl, 102 MMBbl, 98 MMBbl and 92 MMBbl at December 31, 2014, 2013, 2012 and 2011, respectively.
|
(c)
|
Approximately 10 percent of the proved developed reserves at December 31, 2014 are nonproducing.
|
|
San Joaquin
Basin
|
|
Los Angeles
Basin
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proved properties
|
$
|
15,362
|
|
|
$
|
1,982
|
|
|
$
|
1,353
|
|
|
$
|
326
|
|
|
$
|
19,023
|
|
Unproved properties
|
469
|
|
|
106
|
|
|
113
|
|
|
323
|
|
|
1,011
|
|
|||||
Total capitalized costs
(a)
|
15,831
|
|
|
2,088
|
|
|
1,466
|
|
|
649
|
|
|
20,034
|
|
|||||
Accumulated depreciation, depletion and amortization
(b)
|
(6,846
|
)
|
|
(826
|
)
|
|
(495
|
)
|
|
(497
|
)
|
|
(8,664
|
)
|
|||||
Net capitalized costs
|
$
|
8,985
|
|
|
$
|
1,262
|
|
|
$
|
971
|
|
|
$
|
152
|
|
|
$
|
11,370
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proved properties
|
$
|
15,120
|
|
|
$
|
2,487
|
|
|
$
|
1,479
|
|
|
$
|
542
|
|
|
$
|
19,628
|
|
Unproved properties
|
589
|
|
|
105
|
|
|
95
|
|
|
110
|
|
|
899
|
|
|||||
Total capitalized costs
(a)
|
15,709
|
|
|
2,592
|
|
|
1,574
|
|
|
652
|
|
|
20,527
|
|
|||||
Accumulated depreciation, depletion and amortization
(b)
|
(5,764
|
)
|
|
(571
|
)
|
|
(346
|
)
|
|
(146
|
)
|
|
(6,827
|
)
|
|||||
Net capitalized costs
|
$
|
9,945
|
|
|
$
|
2,021
|
|
|
$
|
1,228
|
|
|
$
|
506
|
|
|
$
|
13,700
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proved properties
|
$
|
14,359
|
|
|
$
|
1,974
|
|
|
$
|
1,327
|
|
|
$
|
286
|
|
|
$
|
17,946
|
|
Unproved properties
|
650
|
|
|
97
|
|
|
96
|
|
|
97
|
|
|
940
|
|
|||||
Total capitalized costs
(a)
|
15,009
|
|
|
2,071
|
|
|
1,423
|
|
|
383
|
|
|
18,886
|
|
|||||
Accumulated depreciation, depletion and amortization
(b)
|
(4,905
|
)
|
|
(424
|
)
|
|
(276
|
)
|
|
(95
|
)
|
|
(5,700
|
)
|
|||||
Net capitalized costs
|
$
|
10,104
|
|
|
$
|
1,647
|
|
|
$
|
1,147
|
|
|
$
|
288
|
|
|
$
|
13,186
|
|
(a)
|
Includes acquisition costs, development costs and asset retirement obligations.
|
(b)
|
Includes accumulated valuation allowance for total unproved properties of $715 million, $27 million and $20 million at December 31, 2014, 2013 and 2012, respectively.
|
|
San Joaquin
Basin
|
|
Los Angeles
Basin
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proved properties
|
$
|
79
|
|
|
$
|
3
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
210
|
|
Unproved properties
|
21
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
102
|
|
|||||
Exploration costs
|
105
|
|
|
—
|
|
|
14
|
|
|
5
|
|
|
124
|
|
|||||
Development costs
|
1,356
|
|
|
495
|
|
|
99
|
|
|
12
|
|
|
1,962
|
|
|||||
Costs incurred
|
$
|
1,561
|
|
|
$
|
498
|
|
|
$
|
322
|
|
|
$
|
17
|
|
|
$
|
2,398
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proved properties
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
20
|
|
Unproved properties
|
23
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
33
|
|
|||||
Exploration costs
|
127
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
131
|
|
|||||
Development costs
|
1,078
|
|
|
371
|
|
|
110
|
|
|
15
|
|
|
1,574
|
|
|||||
Costs incurred
|
$
|
1,242
|
|
|
$
|
381
|
|
|
$
|
112
|
|
|
$
|
23
|
|
|
$
|
1,758
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proved properties
|
$
|
83
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
274
|
|
|
$
|
365
|
|
Unproved properties
|
30
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
41
|
|
|||||
Exploration costs
|
153
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|
159
|
|
|||||
Development costs
|
1,721
|
|
|
348
|
|
|
124
|
|
|
26
|
|
|
2,219
|
|
|||||
Costs incurred
|
$
|
1,987
|
|
|
$
|
361
|
|
|
$
|
125
|
|
|
$
|
311
|
|
|
$
|
2,784
|
|
|
|
|
|
|
|
|
|
|
|
|
San Joaquin
Basin
|
|
Los Angeles
Basin
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
(a)
|
$
|
2,735
|
|
|
$
|
956
|
|
|
$
|
244
|
|
|
$
|
88
|
|
|
$
|
4,023
|
|
Production costs
(b)
|
579
|
|
|
330
|
|
|
89
|
|
|
25
|
|
|
1,023
|
|
|||||
General and administrative expenses
(c)
|
76
|
|
|
42
|
|
|
11
|
|
|
11
|
|
|
140
|
|
|||||
Other operating expenses
(d)
|
44
|
|
|
21
|
|
|
16
|
|
|
5
|
|
|
86
|
|
|||||
Depreciation, depletion and amortization
|
875
|
|
|
148
|
|
|
79
|
|
|
81
|
|
|
1,183
|
|
|||||
Taxes other than on income
|
140
|
|
|
49
|
|
|
8
|
|
|
6
|
|
|
203
|
|
|||||
Asset impairments
(e)
|
1,266
|
|
|
1,110
|
|
|
437
|
|
|
589
|
|
|
3,402
|
|
|||||
Exploration expenses
(f)
|
125
|
|
|
—
|
|
|
9
|
|
|
5
|
|
|
139
|
|
|||||
Pretax income
|
(370
|
)
|
|
(744
|
)
|
|
(405
|
)
|
|
(634
|
)
|
|
(2,153
|
)
|
|||||
Income tax benefit
|
(151
|
)
|
|
(304
|
)
|
|
(165
|
)
|
|
(259
|
)
|
|
(879
|
)
|
|||||
Results of operations
|
$
|
(219
|
)
|
|
$
|
(440
|
)
|
|
$
|
(240
|
)
|
|
$
|
(375
|
)
|
|
$
|
(1,274
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
(a)
|
$
|
2,823
|
|
|
$
|
968
|
|
|
$
|
259
|
|
|
$
|
89
|
|
|
$
|
4,139
|
|
Production costs
(b)
|
552
|
|
|
306
|
|
|
75
|
|
|
27
|
|
|
960
|
|
|||||
General and administrative expenses
|
74
|
|
|
36
|
|
|
9
|
|
|
13
|
|
|
132
|
|
|||||
Other operating expenses
|
21
|
|
|
8
|
|
|
3
|
|
|
2
|
|
|
34
|
|
|||||
Depreciation, depletion and amortization
|
851
|
|
|
108
|
|
|
73
|
|
|
97
|
|
|
1,129
|
|
|||||
Taxes other than on income
|
109
|
|
|
43
|
|
|
9
|
|
|
10
|
|
|
171
|
|
|||||
Exploration expenses
|
94
|
|
|
1
|
|
|
13
|
|
|
8
|
|
|
116
|
|
|||||
Pretax income
|
1,122
|
|
|
466
|
|
|
77
|
|
|
(68
|
)
|
|
1,597
|
|
|||||
Income tax expense / (benefit)
|
447
|
|
|
185
|
|
|
31
|
|
|
(27
|
)
|
|
636
|
|
|||||
Results of operations
|
$
|
675
|
|
|
$
|
281
|
|
|
$
|
46
|
|
|
$
|
(41
|
)
|
|
$
|
961
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
(a)
|
$
|
2,738
|
|
|
$
|
921
|
|
|
$
|
262
|
|
|
$
|
46
|
|
|
$
|
3,967
|
|
Production costs
(b)
|
790
|
|
|
331
|
|
|
81
|
|
|
17
|
|
|
1,219
|
|
|||||
General and administrative expenses
|
73
|
|
|
44
|
|
|
10
|
|
|
7
|
|
|
134
|
|
|||||
Other operating expenses
(d)
|
26
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
30
|
|
|||||
Depreciation, depletion and amortization
|
724
|
|
|
79
|
|
|
61
|
|
|
44
|
|
|
908
|
|
|||||
Taxes other than on income
|
114
|
|
|
37
|
|
|
9
|
|
|
7
|
|
|
167
|
|
|||||
Asset impairments
|
19
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Exploration expenses
|
112
|
|
|
29
|
|
|
1
|
|
|
6
|
|
|
148
|
|
|||||
Pretax income
|
880
|
|
|
391
|
|
|
98
|
|
|
(37
|
)
|
|
1,332
|
|
|||||
Income tax expense / (benefit)
|
359
|
|
|
160
|
|
|
40
|
|
|
(15
|
)
|
|
544
|
|
|||||
Results of operations
|
$
|
521
|
|
|
$
|
231
|
|
|
$
|
58
|
|
|
$
|
(22
|
)
|
|
$
|
788
|
|
(a)
|
Revenues are net of royalty payments.
|
(b)
|
Production costs are the costs incurred in lifting the oil and natural gas to the surface and include gathering, processing, field storage and insurance on proved properties, but do not include DD&A, royalties, income taxes and general and administrative expenses.
|
(c)
|
Includes unusual and infrequent costs related to Spin-off and transition related costs of $6 million in total.
|
(d)
|
For 2014, the total amounts include unusual and infrequent costs related to rig termination charges and Spin-off and transition related costs totaling $55 million. For 2012, the total amounts include rig termination charges of $12 million.
|
(e)
|
At year end 2014, we recorded pre-tax asset impairment charges of $3.4 billion on certain proved and unproved properties in the San Joaquin, Los Angeles, Ventura and Sacramento basins.
|
(f)
|
Includes $21 million of unusual and infrequent costs related to dry holes and seismic charges.
|
|
|
San Joaquin
Basin
|
|
Los Angeles
Basin
|
|
Ventura
Basin
|
|
Sacramento
Basin
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue from each barrel of oil equivalent ($/Boe)
(a)(b)
|
|
$
|
67.32
|
|
|
$
|
88.96
|
|
|
$
|
75.73
|
|
|
$
|
26.11
|
|
|
$
|
69.40
|
|
Production costs
|
|
14.24
|
|
|
30.71
|
|
|
27.62
|
|
|
7.42
|
|
|
17.64
|
|
|||||
General and administrative expenses
|
|
1.87
|
|
|
3.91
|
|
|
3.41
|
|
|
3.26
|
|
|
2.41
|
|
|||||
Other operating expenses
|
|
1.13
|
|
|
1.95
|
|
|
4.97
|
|
|
1.48
|
|
|
1.52
|
|
|||||
Depreciation, depletion and amortization
|
|
21.52
|
|
|
13.77
|
|
|
24.52
|
|
|
24.04
|
|
|
20.40
|
|
|||||
Taxes other than on income
|
|
3.44
|
|
|
4.56
|
|
|
2.48
|
|
|
1.78
|
|
|
3.50
|
|
|||||
Asset impairments
(c)
|
|
31.14
|
|
|
103.29
|
|
|
135.63
|
|
|
174.78
|
|
|
58.66
|
|
|||||
Exploration expenses
|
|
3.07
|
|
|
—
|
|
|
2.79
|
|
|
1.48
|
|
|
2.40
|
|
|||||
Pretax income
|
|
(9.09
|
)
|
|
(69.23
|
)
|
|
(125.69
|
)
|
|
(188.13
|
)
|
|
(37.13
|
)
|
|||||
Income tax benefit
|
|
(3.71
|
)
|
|
(28.29
|
)
|
|
(51.21
|
)
|
|
(76.85
|
)
|
|
(15.16
|
)
|
|||||
Results of operations
|
|
$
|
(5.38
|
)
|
|
$
|
(40.94
|
)
|
|
$
|
(74.48
|
)
|
|
$
|
(111.28
|
)
|
|
$
|
(21.97
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue from each barrel of oil equivalent ($/Boe)
(a)(b)
|
|
$
|
71.86
|
|
|
$
|
101.17
|
|
|
$
|
79.28
|
|
|
$
|
22.09
|
|
|
$
|
73.72
|
|
Production costs
|
|
14.05
|
|
|
31.98
|
|
|
22.96
|
|
|
6.70
|
|
|
17.10
|
|
|||||
General and administrative expenses
|
|
1.88
|
|
|
3.76
|
|
|
2.75
|
|
|
3.23
|
|
|
2.35
|
|
|||||
Other operating expenses
|
|
0.53
|
|
|
0.83
|
|
|
0.92
|
|
|
0.50
|
|
|
0.60
|
|
|||||
Depreciation, depletion and amortization
|
|
21.66
|
|
|
11.29
|
|
|
22.34
|
|
|
24.08
|
|
|
20.11
|
|
|||||
Taxes other than on income
|
|
2.77
|
|
|
4.49
|
|
|
2.75
|
|
|
2.48
|
|
|
3.05
|
|
|||||
Exploration expenses
|
|
2.39
|
|
|
0.10
|
|
|
3.98
|
|
|
1.99
|
|
|
2.07
|
|
|||||
Pretax income
|
|
28.58
|
|
|
48.72
|
|
|
23.58
|
|
|
(16.89
|
)
|
|
28.44
|
|
|||||
Income tax expense / (benefit)
|
|
11.38
|
|
|
19.34
|
|
|
9.49
|
|
|
(6.70
|
)
|
|
11.33
|
|
|||||
Results of operations
|
|
$
|
17.20
|
|
|
$
|
29.38
|
|
|
$
|
14.09
|
|
|
$
|
(10.19
|
)
|
|
$
|
17.11
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from each barrel of oil equivalent ($/Boe)
(a)(b)
|
|
$
|
69.30
|
|
|
$
|
102.45
|
|
|
$
|
81.85
|
|
|
$
|
20.09
|
|
|
$
|
73.48
|
|
Production costs
|
|
20.00
|
|
|
36.82
|
|
|
25.30
|
|
|
7.42
|
|
|
22.58
|
|
|||||
General and administrative expenses
|
|
1.85
|
|
|
4.89
|
|
|
3.12
|
|
|
3.06
|
|
|
2.48
|
|
|||||
Other operating expenses
|
|
0.66
|
|
|
—
|
|
|
0.62
|
|
|
0.88
|
|
|
0.56
|
|
|||||
Depreciation, depletion and amortization
|
|
18.33
|
|
|
8.79
|
|
|
19.06
|
|
|
19.21
|
|
|
16.82
|
|
|||||
Taxes other than on income
|
|
2.89
|
|
|
4.12
|
|
|
2.81
|
|
|
3.06
|
|
|
3.09
|
|
|||||
Asset impairments
|
|
0.48
|
|
|
1.11
|
|
|
—
|
|
|
—
|
|
|
0.54
|
|
|||||
Exploration expenses
|
|
2.83
|
|
|
3.23
|
|
|
0.31
|
|
|
2.62
|
|
|
2.74
|
|
|||||
Pretax income
|
|
22.26
|
|
|
43.49
|
|
|
30.63
|
|
|
(16.16
|
)
|
|
24.67
|
|
|||||
Income tax expense / (benefit)
|
|
9.09
|
|
|
17.80
|
|
|
12.50
|
|
|
(6.55
|
)
|
|
10.08
|
|
|||||
Results of operations
|
|
$
|
13.17
|
|
|
$
|
25.69
|
|
|
$
|
18.13
|
|
|
$
|
(9.61
|
)
|
|
$
|
14.59
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Natural gas volumes have been converted to Boe based on the equivalence of energy content between six Mcf of natural gas to one barrel of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in 2014, the average prices of Brent oil and NYMEX natural gas were $99.51 per Bbl and $4.34 per Mcf, respectively, resulting in an oil to gas price ratio of approximately 23 to 1.
|
(b)
|
Revenues are net of royalty payments.
|
(c)
|
At year end 2014, we recorded pre-tax asset impairment charges of $3.4 billion on certain proved and unproved properties in the San Joaquin, Los Angeles, Ventura and Sacramento basins.
|
(a)
|
Includes general and administrative expenses and taxes other than on income.
|
(b)
|
Includes asset retirement costs.
|
|
For the years ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Beginning of year
|
$
|
9,223
|
|
|
$
|
9,073
|
|
|
$
|
10,347
|
|
Sales and transfers of oil and natural gas produced, net of production costs and other operating expenses
|
(2,658
|
)
|
|
(3,082
|
)
|
|
(2,695
|
)
|
|||
Net change in prices received per Bbl, net of production costs and other operating expenses
|
567
|
|
|
575
|
|
|
(1,431
|
)
|
|||
Extensions, discoveries and improved recovery, net of future production and development costs
|
2,593
|
|
|
1,914
|
|
|
1,897
|
|
|||
Change in estimated future development costs
|
75
|
|
|
(688
|
)
|
|
(1,526
|
)
|
|||
Revisions of quantity estimates
|
(925
|
)
|
|
(62
|
)
|
|
(1,405
|
)
|
|||
Previously estimated development costs incurred during the period
|
1,440
|
|
|
1,185
|
|
|
1,039
|
|
|||
Accretion of discount
|
1,324
|
|
|
1,292
|
|
|
1,512
|
|
|||
Net change in income taxes
|
(468
|
)
|
|
(95
|
)
|
|
984
|
|
|||
Purchases and sales of reserves in place, net
|
125
|
|
|
4
|
|
|
221
|
|
|||
Changes in production rates and other
|
(468
|
)
|
|
(893
|
)
|
|
130
|
|
|||
Net change
|
1,605
|
|
|
150
|
|
|
(1,274
|
)
|
|||
End of year
|
$
|
10,828
|
|
|
$
|
9,223
|
|
|
$
|
9,073
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Oil (MBbl/d)
|
|
|
|
|
|
|
|
|
San Joaquin Basin
(b)
|
64
|
|
|
58
|
|
|
58
|
|
Los Angeles Basin
(c)
|
29
|
|
|
26
|
|
|
24
|
|
Ventura Basin
|
6
|
|
|
6
|
|
|
6
|
|
Sacramento Basin
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
99
|
|
|
90
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
NGLs (MBbl/d)
|
|
|
|
|
|
|
|
|
San Joaquin Basin
(b)
|
18
|
|
|
19
|
|
|
16
|
|
Los Angeles Basin
|
—
|
|
|
—
|
|
|
—
|
|
Ventura Basin
|
1
|
|
|
1
|
|
|
1
|
|
Sacramento Basin
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
19
|
|
|
20
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
Natural gas (MMcf/d)
|
|
|
|
|
|
|
|
|
San Joaquin Basin
(b)
|
180
|
|
|
182
|
|
|
204
|
|
Los Angeles Basin
(c)
|
1
|
|
|
2
|
|
|
3
|
|
Ventura Basin
|
11
|
|
|
11
|
|
|
12
|
|
Sacramento Basin
|
54
|
|
|
65
|
|
|
37
|
|
Total
|
246
|
|
|
260
|
|
|
256
|
|
|
|
|
|
|
|
|||
Total Production (MBoe/d)
(a)
|
159
|
|
|
154
|
|
|
148
|
|
(a)
|
Natural gas volumes have been converted to Boe based on the equivalence of energy content between six Mcf of natural gas to one barrel of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in 2014, the average prices of Brent oil and NYMEX natural gas were $99.51 per Bbl and $4.34 per Mcf, respectively, resulting in an oil to gas price ratio of approximately 23 to 1.
|
(b)
|
Includes daily production from Elk Hills field of 25 MBbl oil, 16 MBbl NGLs and 136 MMcf natural gas in 2014; 26 MBbl oil, 18 MBbl NGLs and 145 MMcf natural gas in 2013; and 29 MBbl oil, 15 MBbl NGLs and 168 MMcf natural gas in 2012.
|
(c)
|
Includes daily production from Wilmington field of 25 MBbl Oil in 2014; 22 MBbl Oil in 2013; and 21 MBbl Oil in 2012.
|
•
|
DTC has received your instructions to tender your Original Notes; and
|
•
|
You agree to be bound by the terms of this Letter of Transmittal.
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
Net income / (loss)
|
|
$
|
(1,434
|
)
|
|
|
$
|
869
|
|
|
|
$
|
699
|
|
|
Unusual and infrequent items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Asset impairments
|
|
|
3,402
|
|
|
|
|
—
|
|
|
|
|
29
|
|
|
Rig terminations and other price-related costs
|
|
|
52
|
|
|
|
|
—
|
|
|
|
|
12
|
|
|
Spin-off and transition related costs
|
|
|
55
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
3,509
|
|
|
|
|
—
|
|
|
|
|
41
|
|
|
Tax effect of pre-tax adjustments
|
|
|
(1,425
|
)
|
|
|
|
—
|
|
|
|
|
17
|
|
|
Core income
|
|
$
|
650
|
|
|
|
$
|
869
|
|
|
|
$
|
675
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net income / (loss)
|
|
$
|
(1,434
|
)
|
|
|
$
|
869
|
|
|
|
$
|
699
|
|
|
Interest expense
|
|
|
72
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Income tax expense / (benefit)
|
|
|
(987
|
)
|
|
|
|
578
|
|
|
|
|
482
|
|
|
Asset impairments
|
|
|
3,402
|
|
|
|
|
—
|
|
|
|
|
29
|
|
|
Depreciation, depletion and amortization
|
|
|
1,198
|
|
|
|
|
1,144
|
|
|
|
|
926
|
|
|
Exploration expense
|
|
|
139
|
|
|
|
|
116
|
|
|
|
|
148
|
|
|
Other non-cash items
|
|
|
51
|
|
|
|
|
26
|
|
|
|
|
—
|
|
|
Unusual and infrequent charges
(a)
|
|
|
107
|
|
|
|
|
—
|
|
|
|
|
12
|
|
|
EBITDAX
|
|
$
|
2,548
|
|
|
|
$
|
2,733
|
|
|
|
$
|
2,296
|
|
|
(a)
|
Includes rig terminations and other price-related costs, and Spin-off and transition related costs.
|
(b)
|
The following table sets forth a reconciliation of the non-GAAP financial measure of EBITDAX to the GAAP measure of net cash provided by operating activities:
|
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
|
$
|
2,371
|
|
|
|
$
|
2,476
|
|
|
Interest expense
|
|
|
72
|
|
|
|
|
—
|
|
|
Current income taxes
|
|
|
165
|
|
|
|
|
318
|
|
|
Cash exploration expenses
|
|
|
38
|
|
|
|
|
44
|
|
|
Changes in operating assets and liabilities
|
|
|
(143
|
)
|
|
|
|
(103
|
)
|
|
Other, net
|
|
|
45
|
|
|
|
|
(2
|
)
|
|
EBITDAX
|
|
$
|
2,548
|
|
|
|
$
|
2,733
|
|
|
Item 20.
|
Indemnification of Directors and Officers
|
Item 21.
|
Exhibits
|
•
|
should not be treated as categorical statements of fact, but rather as a way of allocating the risk among the parties if those statements prove to be inaccurate;
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from the way investors may view materiality; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
Exhibit Number
|
Exhibits
|
2.1
|
Separation and Distribution Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
3.1
|
Amended and Restated Certificate of Incorporation of California Resources Corporation (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on November 26, 2014, and incorporated herein by reference).
|
3.2
|
Amended and Restated Bylaws of California Resources Corporation (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 filed on November 2, 2014, and incorporated herein by reference).
|
*3.3
|
Certificate of Incorporation of Westminster Petroleum, Inc. (now California Heavy Oil, Inc.)
|
*3.4
|
Certificate of Amendment of Certificate of Incorporation of Westminster Petroleum, Inc. changing name to Oxy Lost Hills, Inc.
|
*3.5
|
Certificate of Amendment of Certificate of Incorporation of Oxy Lost Hills, Inc, changing name to California Heavy Oil, Inc.
|
*3.6
|
Bylaws of California Heavy Oil, Inc.
|
*3.7
|
Certificate of Formation of California Resources Elk Hills, LLC
|
*3.8
|
Amended and Restated Limited Liability Company of California Resources Elk Hills, LLC
|
*3.9
|
Certificate of Incorporation of ARCO Long Beach, Inc. (now California Resources Long Beach, Inc.)
|
*3.10
|
Certificate of Amendment of Certificate of Incorporation of ARCO Long Beach, Inc. changing name to Oxy Long Beach, Inc.
|
*3.11
|
Certificate of Amendment of Certificate of Incorporation of Oxy Long Beach, Inc. changing name to California Resources Long Beach, Inc.
|
*3.12
|
Bylaws of California Resources Long Beach, Inc.
|
*3.13
|
Certificate of Incorporation of Vintage Petroleum, Inc. (now California Resources Petroleum Corporation).
|
*3.14
|
Certificate of Amendment of Certificate of Incorporation of Vintage Petroleum, Inc. changing name to California Resources Petroleum Corporation.
|
*3.15
|
Bylaws of California Resources Petroleum Corporation.
|
*3.16
|
Certificate of Incorporation of California Resources Production Corporation.
|
*3.17
|
Bylaws of California Resources Production Corporation.
|
*3.18
|
Certificate of Incorporation of Oxy Tidelands, Inc. (now California Resources Tidelands, Inc.).
|
*3.19
|
Certificate of Amendment of Certificate of Incorporation of Oxy Tidelands, Inc. changing name to California Resources Tidelands, Inc.
|
*3.20
|
Bylaws of California Resources Tidelands, Inc.
|
*3.21
|
Certificate of Formation of Oxy Wilmington, LLC (now California Resources Wilmington, LLC).
|
*3.22
|
Certificate of Amendment of Certificate of Formation of Oxy Wilmington, LLC changing name to California Resources Wilmington, LLC.
|
*3.23
|
Limited Liability Company Agreement of Oxy Wilmington, LLC (now California Resources Wilmington, LLC).
|
*3.24
|
Amendment to Limited Liability Company Agreement of Oxy Wilmington, LLC changing name to California Resources Wilmington, LLC.
|
*3.25
|
Certificate of Formation of CRC Construction Services, LLC.
|
*3.26
|
Limited Liability Company Agreement of CRC Construction Services, LLC.
|
*3.27
|
Certificate of Incorporation of CRC Marketing, Inc.
|
*3.28
|
Bylaws of CRC Marketing, Inc.
|
*3.29
|
Certificate of Formation of CRC Services, LLC
|
*3.30
|
Amended and Restated Limited Liability Company Agreement of CRC Services, LLC.
|
*3.31
|
Certification of Formation of Elk Hills Power, LLC
|
*3.32
|
Certificate of Amendment of Elk Hills Power, LLC
|
*3.33
|
Amended and Restated Agreement of Limited Liability Company of Elk Hills Power, LLC
|
*3.34
|
Certificate of Formation of Socal Holding, LLC
|
*3.35
|
Amended and Restated Limited Liability Company Agreement of Socal Holding, LLC
|
*3.36
|
Certificate of Incorporation of Southern San Joaquin Production, Inc.
|
*3.37
|
Bylaws of Southern San Joaquin Production, Inc.
|
*3.38
|
Certificate of Incorporation of Thums Long Beach Company
|
*3.39
|
Bylaws of Thums Long Beach Company
|
*3.40
|
Amended and Restated Partnership Agreement for Tidelands Oil Production Company
|
4.1
|
Indenture, dated October 1, 2014, by and among the California Resources Corporation, the Guarantors and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to Amendment No. 4 to the Registrant’s Registration Statement on Form 10 filed on October 8, 2014, and incorporated herein by reference).
|
*4.2
|
Guarantor Supplemental Indenture dated as of March 5, 2015, among California Resources Corporation, CRC Construction Services, LLC, certain other guarantors and Wells Fargo Bank, National Association.
|
4.3
|
Registration Rights Agreement, dated October 1, 2014, by and among the California Resources Corporation, the Guarantors and the Initial Purchasers (filed as Exhibit 4.3 to Amendment No 4 to the Registrant’s Registration Statement on Form 10 filed on October 8, 2014, and incorporated herein by reference).
|
4.4
|
Form of 5% Senior Note due 2020 (included in Exhibit 4.1)
|
4.5
|
Form of 5
1/2
% Senior Note due 2021 (included in Exhibit 4.1)
|
4.6
|
Form of 6% Senior Note due 2024 (included in Exhibit 4.1)
|
4.7
|
Stockholder’s and Registration Rights Agreement, dated November 24, 2014 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
*5.1
|
Opinion of Vinson & Elkins L.L.P.
|
The exhibits numbered 10.8 to 10.21; 10.24 to 10.29 are management contracts and compensatory plans required to be identified specifically as responsive to Item 601(b)(10)(iii)(A) of Regulation S-K pursuant to Item 121(a) of Form S-4.
|
|
10.1
|
Tax Sharing Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.2
|
Employee Matters Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.3
|
Transition Services Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.4
|
Area of Mutual Interest Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.5
|
Confidentiality and Trade Secret Protection Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.6
|
Intellectual Property License Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.7
|
Credit Agreement, dated as of September 24, 2014, among California Resources Corporation, the Lenders and JPMorgan Chase Bank, N.A. as Administrative Agent, a Swingline Lender and a Letter of Credit Issuer and Bank of America, N.A. as Syndication Agent, a Swingline Lender and a Letter of Credit Issuer (filed as Exhibit 10.25 to Amendment No. 5 to the Registrant’s Registration Statement on Form 10 filed on October 14, 2014, and incorporated herein by reference).
|
10.8
|
California Resources Corporation Supplemental Savings Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 2, 2014, and incorporated herein by reference).
|
10.9
|
California Resources Corporation Deferred Compensation Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 2, 2014, and incorporated herein by reference).
|
10.10
|
California Resources Corporation Supplemental Retirement Plan II (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 2, 2014, and incorporated herein by reference).
|
10.11
|
Form of California Resources Corporation Long‑Term Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 filed on November 26, and incorporated herein by reference).
|
10.12
|
Form of Nonstatutory Stock Option Award Terms and Conditions (filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 filed on November 26, 2014, and incorporated herein by reference).
|
10.13
|
Form of Restricted Stock Incentive Award Terms and Conditions (Performance‑Based) (filed as Exhibit 10.7 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.14
|
Form of Restricted Stock Incentive Award Terms and Conditions (Not Performance‑Based) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 10, 2015, and incorporated herein by reference).
|
10.15
|
Form of Restricted Stock Unit Award for Non‑Employee Directors Grant Agreement (filed as Exhibit 10.9 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.16
|
Form of Long‑Term Incentive Award Terms and Conditions (Replacement Award) (filed as Exhibit 10.10 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.17
|
Form of Restricted Stock Incentive Award Terms and Conditions (Replacement Award—Performance‑Based) (filed as Exhibit 10.11 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.18
|
Form of Restricted Stock Incentive Award Terms and Conditions (Replacement Award—Not Performance‑Based) (filed as Exhibit 10.12 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.19
|
Form of Phantom Share Unit Award Terms and Conditions (Replacement Award) (filed as Exhibit 10.13 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.20
|
Form of Indemnification Agreements (filed as Exhibit 10.14 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.21
|
California Resources Corporation 2014 Employee Stock Purchase Plan (filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed on November 26, 2014).
|
10.22
|
Agreement for Implementation of an Optimized Waterflood Program for the Long Beach Unit, dated November 5, 1991, by and among the State of California, by and through the State Lands Commission, the City of Long Beach, Atlantic Richfield Company and ARCO Long Beach, Inc. (filed as Exhibit 10.10 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on August 20, 2014, and incorporated herein by reference).
|
10.22
|
Amendment to the Agreement for Implementation of an Optimized Waterflood Program for the Long Beach Unit, dated January 16, 2009, by and among the State of California, by and through the State Lands Commission, the City of Long Beach, and Oxy Long Beach, Inc. (filed as Exhibit 10.11 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on August 20, 2014, and incorporated herein by reference).
|
10.23
|
Contractors’ Agreement, by and between the City of Long Beach, Humble Oil & Refining Company, Shell Oil Company, Socony Mobil Oil Company, Inc., Texaco, Inc., Union Oil Company of California, Pauley Petroleum, Inc., Allied Chemical Corporation, Richfield Oil Corporation and Standard Oil Company of California (filed as Exhibit 10.12 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on August 20, 2014, and incorporated herein by reference).
|
10.24
|
Form of Retention Letter Assignment and Assumption Agreement (filed as Exhibit 10.20 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.25
|
Bonus Acknowledgement Agreement between Occidental Petroleum Corporation and William E. Albrecht (filed as Exhibit 10.21 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.26
|
Retention and Separation Arrangement with Todd A. Stevens (filed as Exhibit 10.22 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.27
|
Retention and Separation Arrangement with William E. Albrecht (filed as Exhibit 10.23 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.29
|
Retention and Separation Arrangement with Robert A. Barnes (filed as Exhibit 10.24 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on September 22, 2014, and incorporated herein by reference).
|
10.30
|
First Amendment to Credit Agreement, dated as of February 25, 2015, (filed as Exhibit 10.35 to the Registrant's Registration Statement on Form 10-K filed on February 26, 2015, and incorporated herein by reference).
|
*10.31
|
Assumption Agreement dated as of March 6, 2015, among CRC Construction Services, LLC and JP Morgan Chase Bank, N.A., as Administrative Agent for lenders.
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
*21.1
|
List of Subsidiaries of California Resources Corporation (filed as Exhibit 21 to the Registrant's Registration Statement on Form 10-K filed on February 26, 2015, and incorporated herein by reference).
|
*23.1
|
Consent of KPMG LLP.
|
*23.2
|
Consent of Ryder Scott Company, L.P.
|
23.3
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto).
|
24.1
|
Powers of Attorney (included in signature page).
|
*25.1
|
Statement of Eligibility on Form T-1 of Wells Fargo Bank, National Association.
|
*99.1
|
Ryder Scott Company Process Review of the Estimated Future Proved Reserves and Income Attributable to Certain Fee, Leasehold and Royalty Interests and Certain Economic Interests Derived Through Certain Production Sharing Type Contracts as of December 31, 2014.
|
*
|
Filed herewith.
|
Item 22.
|
Undertakings
|
1.
|
The undersigned registrant hereby undertakes:
|
a.
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
i.
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
ii.
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement.
|
iii.
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
b.
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
c.
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
d.
|
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
e.
|
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
i.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
ii.
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
iii.
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
iv.
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
f.
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
|
g.
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
h.
|
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
|
|
California Resources Corporation
|
|
|
|
By: /s/ Todd A. Stevens
|
|
Name: Todd A Stevens
|
|
Title: President and Chief Executive Officer and Director
|
|
|
|
California Heavy Oil, Inc.
|
|
California Resources Elk Hills, LLC
|
|
California Resources Long Beach, Inc.
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|
California Resources Petroleum Corporation
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California Resources Production Corporation
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California Resources Tidelands, Inc.
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California Resources Wilmington, LLC
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CRC Construction Services, LLC
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CRC Services, LLC
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Socal Holding, LLC
|
|
Southern San Joaquin Production, Inc.
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Thums Long Beach Company
|
|
|
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By: /s/ Todd A. Stevens
|
|
Name: Todd A Stevens
|
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Title: President
|
|
|
|
CRC Marketing, Inc.
|
|
|
|
By: /s/ William E. Albrecht
|
|
Name: William E. Albrecht
|
|
Title: President
|
|
|
|
Elk Hills Power, LLC
|
|
|
|
By: /s/ Micky Nelson
|
|
Name: Micky Nelson
|
|
Title: Vice President
|
|
|
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Tidelands Oil Production Company
|
|
|
|
By: /s/ Frank E. Komin
|
|
Name: Frank E. Komin
|
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Title: Executive Vice President
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|
|
|
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Name
|
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Title
|
|
|
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/s/ Todd A. Stevens
|
|
President, Chief Executive Officer
|
Todd A. Stevens
|
|
and Director
|
/s/ Marshall D. Smith
|
|
|
Marshall D. Smith
|
|
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
/s/ Roy Pineci
|
|
Executive Vice President - Finance
|
Roy Pineci
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ William E. Albrecht
|
|
Executive Chairman
|
William E. Albrecht
|
|
|
|
|
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/s/ Justin A. Gannon
|
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Director
|
Justin A. Gannon
|
|
|
|
|
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/s/ Ronald L. Havner
|
|
Director
|
Ronald L. Havner
|
|
|
|
|
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/s/ Harold M. Korell
|
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Director
|
Harold M. Korell
|
|
|
|
|
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/s/ Richard W. Moncrief
|
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Director
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Richard W. Moncrief
|
|
|
|
|
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/s/ Avedick B. Poladian
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Director
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Avedick B. Poladian
|
|
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/s/ Robert V. Sinnott
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Director
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Robert V. Sinnott
|
|
|
|
|
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/s/ Timothy J. Sloan
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Director
|
Timothy J. Sloan
|
|
|
Name
|
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Title
|
|
|
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/s/ Todd A. Stevens
|
|
President
|
Todd A. Stevens
|
|
|
/s/ Marshall D. Smith
|
|
|
Marshall D. Smith
|
|
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
/s/ Roy Pineci
|
|
|
Roy Pineci
|
|
Director
(Principal Accounting Officer)
|
|
|
|
|
|
|
/s/ Michael L. Preston
|
|
Director
|
Michael L. Preston
|
|
|
Name
|
|
Title
|
|
|
|
/s/William E. Albrecht
|
|
President
|
William E. Albrecht
|
|
|
/s/ Marshall D. Smith
|
|
|
Marshall D. Smith
|
|
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Allan C. Durham
|
|
Director
|
Allan C. Durham
|
|
|
|
|
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/s/ James C. Kahrhoff
|
|
Director
|
James C. Kahrhoff
|
|
|
|
|
|
/s/ Vicky Sutil
|
|
Director
|
Vicky Sutil
|
|
|
Name
|
|
Title
|
|
|
|
/s/ Todd A. Stevens
|
|
President
|
Todd A. Stevens
|
|
|
/s/ Marshall D. Smith
|
|
|
Marshall D. Smith
|
|
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
/s/ Roy Pineci
|
|
Executive Vice President
|
Roy Pineci
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Michael L. Preston
|
|
Executive Vice President, General
|
Michael L. Preston
|
|
Counsel, and Corporate Secretary of California Resources Corporation, its Sole Member
|
Name
|
|
Title
|
|
|
|
/s/ Todd A. Stevens
|
|
President
|
Todd A. Stevens
|
|
|
/s/ Marshall D. Smith
|
|
|
Marshall D. Smith
|
|
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
/s/ Michael L. Preston
|
|
Executive Vice President, General
|
Michael L. Preston
|
|
Counsel, and Corporate Secretary of California Resources Tidelands, Inc., its Sole Member
|
/s/ Roy Pineci
|
|
Executive Vice President
|
Roy Pineci
|
|
(Principal Accounting Officer)
|
Name
|
|
Title
|
|
|
|
/s/ Micky Nelson
|
|
Vice President
|
Micky Nelson
|
|
|
|
|
|
/s/ Michael L. Preston
|
|
Executive Vice President, General
|
Michael L. Preston
|
|
Counsel, and Corporate Secretary of California Resources Corporation, the Sole Member of California Resources Elk Hills, LLC, its Sole Member
|
Name
|
|
Title
|
|
|
|
/s/ Frank E. Komin
|
|
Executive Vice President
|
Frank E. Komin
|
|
|
|
|
|
|
|
|
/s/ Michael L. Preston
|
|
Executive Vice President, General
|
Michael L. Preston
|
|
Counsel, and Corporate Secretary of California Resources Tidelands, Inc., its Managing Partner
|
Exhibit Number
|
Exhibits
|
2.1
|
Separation and Distribution Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
3.1
|
Amended and Restated Certificate of Incorporation of California Resources Corporation (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on November 26, 2014, and incorporated herein by reference).
|
3.2
|
Amended and Restated Bylaws of California Resources Corporation (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 filed on November 2, 2014, and incorporated herein by reference).
|
*3.3
|
Certificate of Incorporation of Westminster Petroleum, Inc. (now California Heavy Oil, Inc.)
|
*3.4
|
Certificate of Amendment of Certificate of Incorporation of Oxy Lost Hills, Inc. changing name to California Heavy Oil, Inc.
|
*3.5
|
Certificate of Amendment of Certificate of Incorporation of Westminster Petroleum, Inc. changing name to Oxy Lost Hills, Inc.
|
*3.6
|
Bylaws of California Heavy Oil, Inc.
|
*3.7
|
Certificate of Formation of California Resources Elk Hills, LLC
|
*3.8
|
Amended and Restated Limited Liability Company of California Resources Elk Hills, LLC
|
*3.9
|
Certificate of Incorporation of ARCO Long Beach, Inc. (now California Resources Long Beach, Inc.)
|
*3.10
|
Certificate of Amendment of Certificate of Incorporation of ARCO Long Beach, Inc. changing name to Oxy Long Beach, Inc.
|
*3.11
|
Certificate of Amendment of Certificate of Incorporation of Oxy Long Beach, Inc. changing name to California Resources Long Beach, Inc.
|
*3.12
|
Bylaws of California Resources Long Beach, Inc.
|
*3.13
|
Certificate of Incorporation of Vintage Petroleum, Inc. (now California Resources Petroleum Corporation).
|
*3.14
|
Certificate of Amendment of Certificate of Incorporation of Vintage Petroleum, Inc. changing name to California Resources Petroleum Corporation.
|
*3.15
|
Bylaws of California Resources Petroleum Corporation.
|
*3.16
|
Certificate of Incorporation of California Resources Production Corporation.
|
*3.17
|
Bylaws of California Resources Production Corporation.
|
*3.18
|
Certificate of Incorporation of Oxy Tidelands, Inc. (now California Resources Tidelands, Inc.).
|
*3.19
|
Certificate of Amendment of Certificate of Incorporation of Oxy Tidelands, Inc. changing name to California Resources Tidelands, Inc.
|
*3.20
|
Bylaws of California Resources Tidelands, Inc.
|
*3.21
|
Certificate of Formation of Oxy Wilmington, LLC (now California Resources Wilmington, LLC).
|
*3.22
|
Certificate of Amendment of Certificate of Formation of Oxy Wilmington, LLC changing name to California Resources Wilmington, LLC.
|
*3.23
|
Limited Liability Company Agreement of Oxy Wilmington, LLC (now California Resources Wilmington, LLC).
|
*3.24
|
Amendment to Limited Liability Company Agreement of Oxy Wilmington, LLC changing name to California Resources Wilmington, LLC.
|
*3.25
|
Certificate of Formation of CRC Construction Services, LLC.
|
*3.26
|
Limited Liability Company Agreement of CRC Construction Services, LLC.
|
*3.27
|
Certificate of Incorporation of CRC Marketing, Inc.
|
*3.28
|
Bylaws of CRC Marketing, Inc.
|
*3.29
|
Certificate of Formation of CRC Services, LLC
|
*3.30
|
Amended and Restated Limited Liability Company Agreement of CRC Services, LLC.
|
*3.31
|
Certification of Formation of Elk Hills Power, LLC
|
*3.32
|
Certificate of Amendment of Elk Hills Power, LLC
|
*3.33
|
Amended and Restated Agreement of Limited Liability Company of Elk Hills Power, LLC
|
*3.34
|
Certificate of Formation of Socal Holding, LLC.
|
*3.35
|
Amended and Restated Limited Liability Company Agreement of Socal Holding, LLC.
|
*3.36
|
Certificate of Incorporation of Southern San Joaquin Production, Inc.
|
*3.37
|
Bylaws of Southern San Joaquin Production, Inc.
|
*3.38
|
Certificate of Incorporation of Thums Long Beach Company
|
*3.39
|
Bylaws of Thums Long Beach Company
|
*3.40
|
Amended and Restated Partnership Agreement for Tidelands Oil Production Company
|
4.1
|
Indenture, dated October 1, 2014, by and among the Company, the Guarantors and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to Amendment No. 4 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
*4.2
|
Guarantor Supplemental Indenture dated as of March 5, 2015, among California Resources Corporation, CRC Construction Services, LLC, certain other guarantors and Wells Fargo Bank, National Association.
|
4.3
|
Registration Rights Agreement, dated October 1, 2014, by and among the Company, the Guarantors and the Initial Purchasers (filed as Exhibit 4.3 to Amendment No 4 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
4.4
|
Form of 5% Senior Note due 2020 (included in Exhibit 4.1)
|
4.5
|
Form of 5
1/2
% Senior Note due 2021 (included in Exhibit 4.1)
|
4.6
|
Form of 6% Senior Note due 2024 (included in Exhibit 4.1)
|
4.7
|
Stockholder’s and Registration Rights Agreement, dated November 24, 2014 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
*5.1
|
Opinion of Vinson & Elkins L.L.P.
|
The exhibits numbered 10.8 to 10.21; 10.24 to 10.29 are management contracts and compensatory plans required to be identified specifically as responsive to Item 601(b)(10)(iii)(A) of Regulation S-K pursuant to Item 21(a) of Form S-4.
|
|
10.1
|
Tax Sharing Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.2
|
Employee Matters Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.3
|
Transition Services Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.4
|
Area of Mutual Interest Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.5
|
Confidentiality and Trade Secret Protection Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.6
|
Intellectual Property License Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 24, 2014 (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on December 1, 2014, and incorporated herein by reference).
|
10.7
|
Credit Agreement, dated as of September 24, 2014, among California Resources Corporation, the Lenders and JPMorgan Chase Bank, N.A. as Administrative Agent, a Swingline Lender and a Letter of Credit Issuer and Bank of America, N.A. as Syndication Agent, a Swingline Lender and a Letter of Credit Issuer (filed as Exhibit 10.25 to Amendment No. 5 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.8
|
California Resources Corporation Supplemental Savings Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 2, 2014, and incorporated herein by reference).
|
10.9
|
California Resources Corporation Deferred Compensation Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 2, 2014, and incorporated herein by reference).
|
10.10
|
California Resources Corporation Supplemental Retirement Plan II (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 2, 2014, and incorporated herein by reference).
|
10.11
|
Form of California Resources Corporation Long‑Term Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 filed on November 26, and incorporated herein by reference).
|
10.12
|
Form of Nonstatutory Stock Option Award Terms and Conditions (filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 filed on November 26, 2014, and incorporated herein by reference).
|
10.13
|
Form of Restricted Stock Incentive Award Terms and Conditions (Performance‑Based) (filed as Exhibit 10.7 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.14
|
Form of Restricted Stock Incentive Award Terms and Conditions (Not Performance‑Based) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 10, 2015, and incorporated herein by reference).
|
10.15
|
Form of Restricted Stock Unit Award for Non‑Employee Directors Grant Agreement (filed as Exhibit 10.9 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.16
|
Form of Long‑Term Incentive Award Terms and Conditions (Replacement Award) (filed as Exhibit 10.10 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.17
|
Form of Restricted Stock Incentive Award Terms and Conditions (Replacement Award—Performance‑Based) (filed as Exhibit 10.11 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.18
|
Form of Restricted Stock Incentive Award Terms and Conditions (Replacement Award—Not Performance‑Based) (filed as Exhibit 10.12 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.19
|
Form of Phantom Share Unit Award Terms and Conditions (Replacement Award) (filed as Exhibit 10.13 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.20
|
Form of Indemnification Agreements (filed as Exhibit 10.14 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.21
|
California Resources Corporation 2014 Employee Stock Purchase Plan (filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed on November 26, 2014).
|
10.22
|
Agreement for Implementation of an Optimized Waterflood Program for the Long Beach Unit, dated November 5, 1991, by and among the State of California, by and through the State Lands Commission, the City of Long Beach, Atlantic Richfield Company and ARCO Long Beach, Inc. (filed as Exhibit 10.10 to Amendment No. 1 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.22
|
Amendment to the Agreement for Implementation of an Optimized Waterflood Program for the Long Beach Unit, dated January 16, 2009, by and among the State of California, by and through the State Lands Commission, the City of Long Beach, and Oxy Long Beach, Inc. (filed as Exhibit 10.11 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.23
|
Contractors’ Agreement, by and between the City of Long Beach, Humble Oil & Refining Company, Shell Oil Company, Socony Mobil Oil Company, Inc., Texaco, Inc., Union Oil Company of California, Pauley Petroleum, Inc., Allied Chemical Corporation, Richfield Oil Corporation and Standard Oil Company of California (filed as Exhibit 10.12 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.24
|
Form of Retention Letter Assignment and Assumption Agreement (filed as Exhibit 10.20 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.25
|
Bonus Acknowledgement Agreement between Occidental Petroleum Corporation and William E. Albrecht (filed as Exhibit 10.21 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.26
|
Retention and Separation Arrangement with Todd A. Stevens (filed as Exhibit 10.22 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.27
|
Retention and Separation Arrangement with William E. Albrecht (filed as Exhibit 10.23 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.29
|
Retention and Separation Arrangement with Robert A. Barnes (filed as Exhibit 10.24 to Amendment No. 3 to the Registrant’s Registration Statement on Form 10 filed on October 16, 2014, and incorporated herein by reference).
|
10.30
|
First Amendment to Credit Agreement, dated as of February 25, 2015, (filed as Exhibit 10.35 to the Registrant's Registration Statement on Form 10-K filed on February 26, 2015, and incorporated herein by reference).
|
*10.31
|
Assumption Agreement dated as of March 6, 2015, among CRC Construction Services, LLC and JP Morgan Chase Bank, N.A., as Administrative Agent for lenders.
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
*21.1
|
List of Subsidiaries of California Resources Corporation.
|
*23.1
|
Consent of KPMG LLP.
|
*23.2
|
Consent of Ryder Scott Company, L.P.
|
23.3
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto).
|
24.1
|
Powers of Attorney (included in signature page).
|
*25.1
|
Statement of Eligibility on Form T-1 of Wells Fargo Bank, National Association.
|
*99.1
|
Ryder Scott Company Process Review of the Estimated Future Proved Reserves and Income Attributable to Certain Fee, Leasehold and Royalty Interests and Certain Economic Interests Derived Through Certain Production Sharing Type Contracts as of December 31, 2014.
|
*
|
Filed herewith.
|
Entity
|
Jurisdiction of Formation
|
California Heavy Oil, Inc.
|
Delaware
|
California Resources Elk Hills, LLC
|
Delaware
|
California Resources Long Beach, Inc.
|
Delaware
|
California Resources Petroleum Corporation
|
Delaware
|
California Resources Production Corporation
|
Delaware
|
California Resources Tidelands, Inc.
|
Delaware
|
California Resources Wilmington, LLC
|
Delaware
|
CRC Construction Services, LLC
|
Delaware
|
CRC Marketing, Inc.
|
Delaware
|
CRC Services, LLC
|
Delaware
|
Elk Hills Power, LLC
|
Delaware
|
Socal Holding, LLC
|
Delaware
|
Southern San Joaquin Production, Inc.
|
Delaware
|
Thums Long Beach Company
|
Delaware
|
Tidelands Oil Production Company
|
Texas
|
NAME
|
MAILING ADDRESS
|
T. Barbas
|
520 Pike St, Seattle, WA 98101
|
NAME
|
MAILING ADDRESS
|
Doug van den Brink
|
c/o Berkley Petroleum Corp., 1250, 202 6th Ave. SW,
Calgary, Alberta T2P 2R9 Canada
|
By:
|
/s/ Nicole E. Clark
|
Name:
|
Nicole E. Clark
|
Title:
|
Authorized Person
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.P. Parise
|
10889 Wilshire Boulevard Suite 1500
|
NAMES
|
ADDRESSES
|
A. D. Atwell
|
Wilmington, Delaware
|
F. J. Obara, Jr.
|
Wilmington, Delaware
|
A. D. Grier
|
Wilmington, Delaware
|
OXY Tidelands, Inc.
|
75%
|
OXY Wilmington, LLC
|
25%
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary of California Resources Corporation, its sole member
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary of California Resources Corporation, its sole member
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary of California Resources Tidelands, Inc., its sole member
|
Title:
|
Assistant Secretary
|
Vinson & Elkins LLP Attorneys at Law
Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow
New York Palo Alto Riyadh San Francisco Shanghai Tokyo Washington
|
1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel
+1.713.758.2222
Fax
+1.713.758.2346
www.velaw.com
|
|
CRC CONSTRUCTION CERVICES, LLC,
as Guarantor |
|
|
|
|
|
By:
|
/s/ Michael L. Preston
|
|
Name:
|
Michael L. Preston
|
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary of California Resources Corporation, its Sole Member
|
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent |
|
|
|
|
|
|
|
|
By:
|
/s/ David Adam Katz
|
|
Name:
|
David Adam Katz
|
|
Title
|
Executive Director
|
|
|
|
|
Name
|
|
Jurisdiction of Formation
|
California Heavy Oil, Inc.
|
|
Delaware
|
California Resources Elk Hills, LLC
|
|
Delaware
|
California Resources Long Beach, Inc.
|
|
Delaware
|
California Resources Petroleum Corporation
|
|
Delaware
|
California Resources Production Corporation
|
|
Delaware
|
California Resources Tidelands, Inc.
|
|
Delaware
|
California Resources Wilmington, LLC
|
|
Delaware
|
CRC Construction Services, LLC
|
|
Delaware
|
CRC Marketing, Inc.
|
|
Delaware
|
CRC Services, LLC
|
|
Delaware
|
Elk Hills Power, LLC
|
|
Delaware
|
Socal Holding, LLC
|
|
Delaware
|
Southern San Joaquin Production, Inc.
|
|
Delaware
|
Thums Long Beach Company
|
|
Delaware
|
Tidelands Oil Production Company
|
|
Texas
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
Item 2.
|
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
|
Item 16.
List of Exhibits.
|
List below all exhibits filed as a part of this Statement of Eligibility.
|
Exhibit 1.
|
A copy of the Articles of Association of the trustee now in effect.*
|
Exhibit 2.
|
A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
|
Exhibit 3.
|
See Exhibit 2
|
Exhibit 4.
|
Copy of By-laws of the trustee as now in effect.***
|
Exhibit 5.
|
Not applicable.
|
Exhibit 6.
|
The consent of the trustee required by Section 321(b) of the Act.
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Exhibit 7.
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A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority
.
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Exhibit 8.
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Not applicable.
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Exhibit 9.
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Not applicable.
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\s\ Fred Richoux
|
Fred P. Richoux, P.E.
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TBPE License No. 33949
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President
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As of December 31, 2014
|
|
Oil/Condensate
|
NGL
|
Total Liquid
Hydrocarbons
|
Gas
|
Equivalent
MMBOE
|
|
|
|
|
|
|
Total Proved Developed
|
32%
|
13%
|
29%
|
22%
|
28%
|
Total Proved Undeveloped
|
47%
|
18%
|
44%
|
38%
|
43%
|
Total Company Proved
|
36%
|
15%
|
33%
|
26%
|
32%
|
Geographic Area
|
Product
|
Price
Reference
|
Average
Benchmark
Prices
|
Average Realized
Prices
|
North America
|
|
|
|
|
United States
|
Oil/Condensate
|
Brent Crude
|
$101.30/Bbl
|
$95.20/Bbl
|
California
|
NGLs
|
Brent Crude
|
$101.30/Bbl
|
$49.94/Bbl
|
|
Gas
|
Henry Hub
|
$4.415/MMBTU
|
$4.73/MCF
|
(1)
|
completion intervals which are open at the time of the estimate, but which have not started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|