California Resources Corp
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
Contents
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
As of September 30, 2026 and December 31, 2025
(in millions, except share data)
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (unaudited) | (audited) | |
| CURRENT ASSETS | ||
| Cash and cash equivalents | $48 | $132 |
| Trade receivables | 420 | 333 |
| Inventory | 109 | 106 |
| Assets held for sale | 56 | — |
| Receivable from affiliate | 6 | 14 |
| Other current assets, net | 181 | 353 |
| Total current assets | 820 | 938 |
| PROPERTY, PLANT AND EQUIPMENT | 8,003 | 7,523 |
| Accumulated depreciation, depletion and amortization | (2,028) | (1,618) |
| Total property, plant and equipment, net | 5,975 | 5,905 |
| INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES | 98 | 111 |
| DEFERRED TAX ASSETS | 134 | 76 |
| OTHER NONCURRENT ASSETS | 288 | 373 |
| TOTAL ASSETS | $7,315 | $7,403 |
| CURRENT LIABILITIES | ||
|---|---|---|
| Accounts payable | 397 | 452 |
| Liabilities associated with assets held for sale | 60 | — |
| Fair value of derivative contracts | 580 | 42 |
| Accrued liabilities | 585 | 556 |
| Total current liabilities | 1,622 | 1,050 |
| NONCURRENT LIABILITIES | ||
| Long-term debt, net | 1,281 | 1,283 |
| Fair value of derivative contracts | 140 | 17 |
| Asset retirement obligations | 888 | 913 |
| Deferred tax liabilities | 6 | 154 |
| Other long-term liabilities | 353 | 312 |
| STOCKHOLDERS' EQUITY | ||
| Preferred stock (20,000,000 shares authorized at $0.01 par value) no shares outstanding at September 30, 2026 and December 31, 2025 | — | — |
| Common stock (200,000,000 shares authorized at $0.01 par value) (110,945,852 and 110,645,691 shares issued; 88,275,781 and 88,754,165 shares outstanding at September 30, 2026 and December 31, 2025) | 1 | 1 |
| Treasury stock (22,670,071 shares held at cost at September 30, 2026 and 21,891,526 shares held at cost at December 31, 2025) | (984) | (944) |
| Additional paid-in capital | 2,645 | 2,625 |
| Retained earnings | 1,282 | 1,905 |
| Accumulated other comprehensive income | 81 | 87 |
| Total stockholders' equity | 3,025 | 3,674 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $7,315 | $7,403 |
Condensed Consolidated Statements of Operations (unaudited)
(dollars in millions, except share and per share data; shares in millions)
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| REVENUES | ||||
| Oil, natural gas and natural gas liquids sales | $1,002 | $715 | $2,963 | $2,231 |
| Net (loss) gain from commodity sales derivatives | (675) | (23) | (1,318) | 140 |
| Revenue from marketing of purchased commodities | 40 | 58 | 107 | 178 |
| Electricity revenue | 46 | 101 | 63 | 181 |
| Other revenue | 8 | 4 | 22 | 15 |
| Total operating revenues | 421 | 855 | 1,837 | 2,745 |
| OPERATING EXPENSES | ||||
| Operating costs | 386 | 316 | 1,098 | 927 |
| General and administrative expenses | 89 | 87 | 292 | 238 |
| Depreciation, depletion and amortization | 137 | 123 | 401 | 382 |
| Asset impairment | — | 2 | — | 2 |
| Taxes other than on income | 81 | 70 | 214 | 187 |
| Costs related to marketing of purchased commodities | 25 | 44 | 63 | 135 |
| Electricity generation expenses | 11 | 11 | 26 | 26 |
| Transportation costs | 31 | 19 | 87 | 59 |
| Accretion expense | 26 | 28 | 80 | 85 |
| Net (gain) loss from natural gas purchase derivatives | (1) | 27 | 28 | 24 |
| Measurement period adjustments, net | — | — | (2) | 1 |
| Other operating expenses, net | 43 | 29 | 157 | 127 |
| Total operating expenses | 828 | 756 | 2,444 | 2,193 |
| Loss on asset divestitures | — | (1) | — | (1) |
| OPERATING (LOSS) INCOME | (407) | 98 | (607) | 551 |
| NON-OPERATING (EXPENSES) INCOME | ||||
| Interest and debt expense, net | (26) | (25) | (83) | (77) |
| Loss on early extinguishment of debt | — | — | (49) | (1) |
| Equity loss from unconsolidated subsidiaries | (1) | (2) | (5) | (3) |
| Other non-operating income, net | 6 | 4 | 14 | 9 |
| (LOSS) INCOME BEFORE INCOME TAXES | (428) | 75 | (730) | 479 |
| Income tax benefit (provision) | 113 | (11) | 218 | (128) |
| NET (LOSS) INCOME | $(315) | $64 | $(512) | $351 |
| Net (loss) income per share | ||||
| Basic | $(3.55) | $0.76 | $(5.77) | $4.00 |
| Diluted | $(3.55) | $0.76 | $(5.77) | $3.97 |
| Weighted-average common shares outstanding | ||||
| Basic | 88.7 | 83.7 | 88.7 | 87.8 |
| Diluted | 88.7 | 84.4 | 88.7 | 88.4 |
Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net (loss) income | $(315) | $64 | $(512) | $351 |
| Other comprehensive (loss) income(a): | ||||
| Recognition of net actuarial (gain) loss due to settlement | (2) | 1 | (2) | 1 |
| Actuarial gain associated with pension and postretirement plans, net of tax | — | — | (1) | (1) |
| Amortization of prior service cost credit included in net periodic benefit cost, net of tax | (2) | (1) | (3) | (3) |
| Comprehensive (loss) income | $(319) | $64 | $(518) | $348 |
(a)Tax effects were insignificant for the three and nine months ended September 30, 2026 and 2025.
Condensed Consolidated Statements of Stockholders' Equity (unaudited)
| Three months ended September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated OtherComprehensiveIncome | Total Equity | |
| Balance, June 30, 2026 | $1 | $(954) | $2,636 | $1,634 | $85 | $3,402 |
| Net loss | — | — | — | (315) | — | (315) |
| Share-based compensation | — | — | 9 | — | — | 9 |
| Repurchases of common stock | — | (30) | — | — | — | (30) |
| Cash dividend | — | — | — | (38) | — | (38) |
| Other comprehensive loss, net of tax | — | — | — | — | (4) | (4) |
| Other | — | — | — | 1 | — | 1 |
| Balance, September 30, 2026 | $1 | $(984) | $2,645 | $1,282 | $81 | $3,025 |
| Three months ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated OtherComprehensiveIncome | Total Equity | |
| Balance, June 30, 2025 | $1 | $(922) | $2,359 | $1,897 | $72 | $3,407 |
| Net income | — | — | — | 64 | — | 64 |
| Share-based compensation | — | — | 6 | — | — | 6 |
| Cash dividend | — | — | — | (33) | — | (33) |
| Shares cancelled for taxes | — | — | (1) | — | — | (1) |
| Other | — | — | 1 | (1) | — | — |
| Balance, September 30, 2025 | $1 | $(922) | $2,365 | $1,927 | $72 | $3,443 |
| Nine months ended September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated OtherComprehensiveIncome | Total Equity | |
| Balance, December 31, 2025 | $1 | $(944) | $2,625 | $1,905 | $87 | $3,674 |
| Net loss | — | — | — | (512) | — | (512) |
| Share-based compensation | — | — | 31 | (2) | — | 29 |
| Repurchases of common stock | — | (40) | — | — | — | (40) |
| Cash dividend | — | — | — | (110) | — | (110) |
| Shares cancelled for taxes | — | — | (13) | — | — | (13) |
| Other comprehensive loss, net of tax | — | — | — | — | (6) | (6) |
| Other | — | — | 2 | 1 | — | 3 |
| Balance, September 30, 2026 | $1 | $(984) | $2,645 | $1,282 | $81 | $3,025 |
| Nine months ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated OtherComprehensiveIncome | Total Equity | |
| Balance, December 31, 2024 | $1 | $(796) | $2,578 | $1,680 | $75 | $3,538 |
| Net income | — | — | — | 351 | — | 351 |
| Share-based compensation | — | — | 20 | — | — | 20 |
| Repurchases of common stock | — | (126) | (228) | — | — | (354) |
| Issuance of common stock | — | — | 6 | — | — | 6 |
| Cash dividend | — | — | — | (104) | — | (104) |
| Shares cancelled for taxes | — | — | (12) | — | — | (12) |
| Other comprehensive loss, net of tax | — | — | — | — | (3) | (3) |
| Other | — | — | 1 | — | — | 1 |
| Balance, September 30, 2025 | $1 | $(922) | $2,365 | $1,927 | $72 | $3,443 |
Condensed Consolidated Statements of Cash Flows (unaudited)
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| CASH FLOW FROM OPERATING ACTIVITIES | ||||
| Net (loss) income | $(315) | $64 | $(512) | $351 |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
| Depreciation, depletion and amortization | 137 | 123 | 401 | 382 |
| Asset impairments | — | 2 | — | 2 |
| Deferred income tax (benefit) provision | (113) | 35 | (218) | 76 |
| Net loss (gain) from commodity derivatives | 674 | 50 | 1,346 | (116) |
| Net (settlements) proceeds from commodity derivatives | (134) | 6 | (392) | (12) |
| Net loss on early extinguishment of debt | — | — | 49 | 1 |
| Loss on asset divestitures | — | 1 | — | 1 |
| Other non-cash charges to income, net | 51 | 41 | 173 | 110 |
| Net changes in operating assets and liabilities | 5 | (43) | (180) | (165) |
| Net cash provided by operating activities | 305 | 279 | 667 | 630 |
| CASH FLOW FROM INVESTING ACTIVITIES | ||||
| Capital investments | (158) | (91) | (438) | (202) |
| Changes in accrued capital investments | (13) | 5 | (25) | (10) |
| Proceeds from asset divestitures | — | 1 | — | 2 |
| Purchase of a business, net of cash acquired | (68) | — | (68) | — |
| Asset acquisitions | (3) | — | (5) | — |
| Distribution from unconsolidated subsidiary | — | — | 10 | — |
| Other, net | (3) | (2) | (8) | (7) |
| Net cash used in investing activities | (245) | (87) | (534) | (217) |
| CASH FLOW FROM FINANCING ACTIVITIES | ||||
| Proceeds from Revolving Credit Facility | 449 | 150 | 1,194 | 150 |
| Repayments of Revolving Credit Facility | (449) | (150) | (1,194) | (150) |
| Proceeds from 2034 Senior Notes, net | — | — | 347 | — |
| Proceeds from 2035 Senior Notes, net | — | — | 543 | — |
| Redemption of 2026 Senior Notes | — | — | — | (123) |
| Redemption of 2029 Senior Notes | — | — | (940) | — |
| Repurchases of common stock | (30) | (34) | (40) | (352) |
| Common stock dividends | (36) | (32) | (108) | (102) |
| Dividend equivalents on equity-settled awards | — | — | (2) | (1) |
| Issuance of common stock | — | — | — | 2 |
| Shares cancelled for taxes | — | (1) | (13) | (12) |
| Debt issuance costs | (2) | (1) | (4) | (1) |
| Net cash used in financing activities | (68) | (68) | (217) | (589) |
| (Decrease) increase in cash and cash equivalents | (8) | 124 | (84) | (176) |
| Cash and cash equivalents—beginning of period | 56 | 72 | 132 | 372 |
| Cash and cash equivalents—end of period | $48 | $196 | $48 | $196 |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
September 30, 2026
NOTE 1 BASIS OF PRESENTATION
We are an independent energy and carbon management company advancing the energy transition. We are committed to environmental stewardship while safely providing local, responsibly sourced energy. We are also focused on maximizing the value of our land, mineral ownership, and energy expertise for decarbonization by developing carbon capture and storage (CCS) and other emissions-reducing projects.
On September 1, 2026, we completed the all-cash acquisition to obtain all of the interests (Crimson Acquisition) of Crimson Midstream Holdings, LLC and its subsidiaries (Crimson). Our consolidated results of operations for the three and nine months ended September 30, 2026 include the results of Crimson from the acquisition date, while the comparable prior-year periods do not include any results of Crimson. The Crimson Acquisition did not significantly impact the comparability of our financial results for the three and nine months ended September 30, 2026. See Note 2 Business Combinations for additional information.
On December 18, 2025, pursuant to the Agreement and Plan of Merger, dated as of September 14, 2025 (the Berry Merger Agreement), we obtained all of the ownership interests in Berry Corporation (bry) (Berry) in an all-stock transaction (Berry Merger). Our consolidated results of operations for the three and nine months ended September 30, 2026 include the full-period results of Berry, while the comparable prior-year periods do not include any results of Berry. Accordingly, the Berry Merger significantly impacts the comparability of our financial results for the three and nine months ended September 30, 2026 as compared to the same periods in 2025. See Note 2 Business Combinations for additional information.
Except when the context otherwise requires or where otherwise indicated, all references to ‘‘CRC,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to California Resources Corporation and its subsidiaries as of the date presented.
In the opinion of our management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present our financial position, results of operations, comprehensive income, equity and cash flows for all periods presented. We have eliminated all significant intercompany transactions and accounts. We account for our share of oil and natural gas producing activities in which we have a direct working interest by reporting our proportionate share of assets, liabilities, revenues, costs and cash flows within the relevant lines on our condensed consolidated financial statements. In applying the equity method of accounting, our investments in our unconsolidated subsidiaries are initially recognized either at cost, as is the case with Carbon TerraVault JV HoldCo, LLC, or at fair value if acquired in a business combination, as was the case for Midway Sunset Cogeneration Company. These investments are then adjusted for our proportionate share of income or loss in addition to contributions and distributions.
We have prepared this report in accordance with generally accepted accounting principles (GAAP) in the United States and the rules and regulations of the U.S. Securities and Exchange Commission applicable to interim financial information which permit the omission of certain disclosures to the extent they have not changed materially since the latest annual financial statements. We believe our disclosures are adequate to make the information presented not misleading.
The preparation of financial statements in conformity with GAAP requires management to select appropriate accounting policies and make informed estimates and judgments regarding certain types of financial statement balances and disclosures. Actual results could differ. Management believes that these estimates and judgments provide a reasonable basis for the fair presentation of our condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Annual Report).
The carrying amounts of cash, cash equivalents and on-balance sheet financial instruments, other than debt, approximate fair value. Refer to Note 4 Debt for the fair value of our debt.
Recently Issued but not Adopted Accounting and Disclosure Changes
In November 2024, the FASB issued new disclosure requirements to enhance disclosure of certain costs and expenses. The rules are effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and early adoption is permitted. We expect that the adoption of these rules will impact our disclosures but have no impact on our results of operations, cash flows and financial condition.
In May 2026, the FASB issued new guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact that adopting this standard will have on our consolidated financial statements and related disclosures.
NOTE 2 BUSINESS COMBINATIONS
Crimson Acquisition
On September 1, 2026, we completed the Crimson Acquisition for a payment of $70 million, which included $7 million of preliminary purchase price adjustments. The final purchase price remains subject to certain adjustments. Crimson owns various onshore midstream assets in California, including the SoCal Pipeline System and San Pablo Bay Pipeline. We believe this transaction enhances our ability to efficiently transport California-produced crude oil to higher-value markets while increasing operational flexibility and flow assurance across our portfolio.
The following table presents the preliminary purchase price allocation to the identifiable assets acquired and the liabilities assumed based on their estimated fair values as of the closing date of the Crimson Acquisition.
| Preliminary Purchase Price | |
|---|---|
| (in millions) | |
| Assets Acquired | |
| Cash | $2 |
| Accounts receivable | 7 |
| Inventories | 2 |
| Other current assets | 5 |
| Property, plant and equipment | 67 |
| Other noncurrent assets | 8 |
| Total Assets Acquired | 91 |
| Liabilities Assumed | |
| Accounts payable | $4 |
| Accrued liabilities | 7 |
| Other long-term liabilities | 10 |
| Total Liabilities Assumed | 21 |
| Net Assets Acquired | $70 |
For the period of September 1, 2026 through September 30, 2026, total operating revenue and loss before income taxes associated with Crimson were not material.
Transaction and integration costs incurred in connection with the Crimson Acquisition were not significant.
At the date of this filing, our assessment of the fair value of assets acquired and liabilities assumed remains preliminary. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final appraisals of Crimson's property, plant and equipment (PP&E), evaluation of Crimson's materials and supplies inventory, measurement of leases, and valuation of certain assets and liabilities. We expect to complete the purchase price allocation during the 12-month period subsequent to the Crimson Acquisition closing date and adjustments may be made to the provisional amounts recorded as of September 30, 2026.
We recorded cash based on Crimson's bank balances as of September 1, 2026. The measurements for predominantly all of the other current and other noncurrent assets acquired and accounts payable, accrued liabilities and other long-term liabilities assumed are based on contracts in place at Crimson on the acquisition date. The fair value of certain acquired PP&E, primarily consisting of pipelines, gathering lines, and pipeline rights-of-way, is still under review for measurement based on final appraisals.
The pro forma results are not included as the impact was not material to our financial statements.
Berry Merger
On September 14, 2025, we entered into an agreement to combine with Berry in the Berry Merger. Berry was an independent upstream energy company that explored for and produced oil and natural gas in California, primarily in the San Joaquin basin, and in the Uinta basin in Utah. Berry also provided well servicing and abandonment services, which are included in our oil and natural gas segment. The Berry Merger added high quality, oil-weighted, mostly conventional proved developed reserves and sustainable cash flows to our operations.
Pursuant to the Berry Merger Agreement, on the effective date of the merger, December 18, 2025, we issued 5,572,115 shares of our common stock, which was calculated as 0.0718 shares of our common stock for each outstanding share of Berry stock as of December 17, 2025. As of December 18, 2025, and immediately following the closing of the Berry Merger, the former Berry stockholders owned 6% of CRC. We paid cash or issued replacement equity awards in settlement of certain Berry restricted and performance units. Upon closing of the Berry Merger, Berry's outstanding debt was repaid and the underlying credit agreements were terminated. We repaid a significant portion of this indebtedness with proceeds from our 2034 Senior Notes. For more information on the 2034 Senior Notes, refer to Note 4 Debt.
At the date of this filing, our assessment of the fair values of assets acquired and liabilities assumed remains preliminary. The valuation of certain PP&E has not been completed. We expect the PP&E valuation will be completed and the tax returns will be filed in the fourth quarter of 2026.
During the nine months ended September 30, 2026, we recognized measurement period adjustments that increased PP&E by $34 million, increased asset retirement obligations by $15 million, decreased deferred tax assets by $14 million, increased accounts payable by $4 million and decreased inventories by $3 million. We recognized an insignificant amount of measurement period adjustments in total operating expenses on our condensed consolidated statement of operations for the three months ended September 30, 2026 and $2 million of measurement period adjustments in total operating expenses on our condensed consolidated statement of operations for the nine months ended September 30, 2026. These adjustments reflected changes to accretion expense and depreciation, depletion and amortization expense resulting from changes to the purchase price allocation.
We expect to complete the purchase price allocation during the 12-month period subsequent to the Berry Merger closing date and adjustments may be made to the provisional amounts recorded as of September 30, 2026.
We measured assets and liabilities at acquisition date fair value on a nonrecurring basis.
The following table summarizes the consideration transferred:
| Merger Consideration | |
|---|---|
| (in millions, except share and per share data) | |
| Shares of common stock | 5,572,115 |
| Common stock per share fair value on December 17, 2025 | $45.49 |
| Fair value of share consideration | $253 |
| Settlement of Berry debt | 449 |
| Stock-based compensation | 7 |
| Total consideration | $709 |
The following table presents the preliminary purchase price allocation to the identifiable assets acquired and the liabilities assumed based on their estimated fair values as of the closing date of the Berry Merger:
| Preliminary Purchase Price as of December 31, 2025 | Adjustments | Preliminary Purchase Price as of September 30, 2026 | |
|---|---|---|---|
| (in millions) | (in millions) | (in millions) | |
| Assets Acquired | |||
| Cash | $12 | $— | $12 |
| Accounts receivable | 87 | 2 | 89 |
| Inventories | 6 | (3) | 3 |
| Other current assets | 29 | (2) | 27 |
| Property, plant and equipment | 659 | 34 | 693 |
| Fair value of derivative contracts | 109 | — | 109 |
| Deferred tax asset | 121 | (14) | 107 |
| Other noncurrent assets | 4 | — | 4 |
| Total Assets Acquired | 1,027 | 17 | 1,044 |
| Liabilities Assumed | |||
| Accounts payable | $(62) | $(4) | $(66) |
| Accrued liabilities | (50) | 2 | (48) |
| Asset retirement obligations | (151) | (15) | (166) |
| Fair value of derivative contracts | (21) | — | (21) |
| Other long-term liabilities | (34) | — | (34) |
| Total Liabilities Assumed | (318) | (17) | (335) |
| Net Assets Acquired | $709 | $— | $709 |
Supplemental Unaudited Pro Forma Financial Information
The following supplemental unaudited pro forma financial information presents the total operating revenue, net income and earnings per share for the three and nine months ended September 30, 2025 as if the Berry Merger had occurred on January 1, 2025.
| Three months ended September 30, | Nine months ended September 30, | |
|---|---|---|
| 2025 | 2025 | |
| (in millions, except per share amounts) | ||
| Total operating revenue | $996 | $3,261 |
| Net income | $55 | $292 |
| EPS | ||
| Basic | $0.62 | $3.13 |
| Diluted | $0.61 | $3.10 |
The pro forma information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Berry Merger been completed on January 1, 2025, nor is it necessarily indicative of future operating results of the combined entity. The pro forma financial information for the three and nine months ended September 30, 2025 is a result of combining our three and nine months statements of operations with Berry's pre-merger results for the three and nine months ended September 30, 2025 and the pro forma adjustments include estimates and assumptions based on currently available information. The pro forma results do not reflect any cost savings anticipated as a result of the Berry Merger and exclude the impact of any severance. The pro forma results include adjustments to depreciation, depletion and amortization (DD&A) based on the purchase price allocated to PP&E and the estimated useful lives as well as adjustments to interest and accretion expense. We also included pro forma adjustments for certain compensation-related costs and transaction costs we incurred related to the Berry Merger. Management believes the estimates and assumptions are reasonable, and the relative effects of the Berry Merger are properly reflected. Future results may vary significantly from the results reflected in the pro forma information.
NOTE 3 INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES AND RELATED PARTY TRANSACTIONS
As of September 30, 2026 and December 31, 2025, our investments in unconsolidated subsidiaries were$98 million and$111 million, respectively. The following tables present changes to our investment in unconsolidated subsidiaries for the periods presented:
| Carbon TerraVault JV | Midway Sunset Cogeneration Company | |
|---|---|---|
| (in millions) | (in millions) | |
| Investment, December 31, 2025 | $57 | $54 |
| Net loss | (4) | (1) |
| Contributions (distributions) | 2 | (10) |
| Investment, September 30, 2026 | $55 | $43 |
| Investment, December 31, 2024 | $27 | $59 |
| Net (loss) income | (4) | 1 |
| Contributions | 26 | — |
| Adjustment to the preliminary purchase price allocation | — | (7) |
| Investment, September 30, 2025 | $49 | $53 |
Carbon TerraVault JV
In August 2022, we entered into a joint venture with BGTF Sierra Aggregator LLC (Brookfield) for the further development of a carbon management business in California (Carbon TerraVault JV). We hold a 51% interest in the Carbon TerraVault JV and Brookfield holds a 49% interest. The Carbon TerraVault JV holds rights to inject CO 2 into the 26R reservoir in our Elk Hills field for permanent CO 2 storage (26R reservoir). Brookfield has contributed $92 million to date. The remaining amount of Brookfield's initial investment is based on the permitted storage capacity, subject to certain contractual adjustments. This remaining amount will be contributed to the joint venture upon entering into contracts for the injection of specified volumes with respect to the 26R reservoir.
Although we determined that the Carbon TerraVault JV is a variable interest entity (VIE), we share decision-making power with Brookfield on all matters that most significantly impact the economic performance of the joint venture. Therefore, we account for our investment in the Carbon TerraVault JV under the equity method of accounting. Transactions between us and the Carbon TerraVault JV are related party transactions.
Because the parties have certain put and call rights (repurchase features) with respect to the 26R reservoir if certain milestones are not met, the initial investment by Brookfield is reflected as a contingent liability included in other long-term liabilities on our condensed consolidated balance sheets. The contingent liability was$127 million at September 30, 2026 and$117 million at December 31, 2025, inclusive of interest. The amount payable to Brookfield under the put and call rights, if exercised, includes additional capital contributions made by Brookfield to develop the 26R storage reservoir, inclusive of interest. This payment would differ from the contingent liability currently recognized because the contingent liability reported in other long-term liabilities on our condensed consolidated balance sheet relates solely to the initial investment by Brookfield and does not include capital contributions made for ongoing development activities of the 26R reservoir.
The table below presents the summarized financial information related to our equity method investment in the Carbon TerraVault JV (and does not include amounts we have incurred related to development of our carbon management business, Carbon TerraVault), along with related party transactions for the periods presented.
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (in millions) | ||
| Receivable from affiliate(a) | $6 | $14 |
| Payable to affiliate(b) | $1 | $— |
| Other long-term liabilities(c) | $127 | $117 |
(a)At September 30, 2026, the amount of $6 million includes approximately $4 million related to our share of collateral for a letter of credit, the remaining $1 million of Brookfield's first and second installments of their initial investment which is available to us, and $1 million related to the Master Service Agreement (MSA) and vendor reimbursements. At December 31, 2025, the amount of $14 million includes $8 million remaining of Brookfield's first and second installments of their initial investment which is available to us and $6 million related to the MSA and vendor reimbursements.
(b)Payable to affiliate is the amount owed to the Carbon TerraVault JV for sequestration services.
(c)Other long-term liabilities include the contingent liability related to the Carbon TerraVault JV put and call rights.
We completed construction of our first carbon capture project at our cryogenic gas processing facility and began first injection in May 2026. We pay an injection fee to the Carbon TerraVault JV to inject CO 2 into the 26R reservoir. The Carbon TerraVault JV recognizes revenue for the injection as services are rendered under the sequestration agreement. During the three and nine months ended September 30, 2026, the Carbon TerraVault JV recorded approximately $2 million of revenue. We recognize our share of the Carbon TerraVault JV income and loss under the equity method of accounting on our condensed consolidated statement of operations. We recognized a loss of $1 million and $4 million for the three and nine months ended September 30, 2026, respectively, and a loss of $2 million and $4 million for the three and nine months ended September 30, 2025, respectively, related to our investment in the Carbon TerraVault JV.
We performed well abandonment work at our Elk Hills field to prepare our 26R reservoir for injection of CO 2. During the nine months ended September 30, 2026, we performed abandonment work and sought reimbursement for insignificant amounts from the Carbon TerraVault JV. During the three and nine months ended September 30, 2025, we performed abandonment work and sought reimbursement in the amounts of $2 million and $9 million, respectively, from the Carbon TerraVault JV. We recorded these reimbursements as a reduction to PP&E on our condensed consolidated balance sheets.
Midway Sunset Cogeneration Company
We hold a 50% interest in Midway Sunset Cogeneration Company which owns and operates a cogeneration facility in Kern County, California. We determined that Midway Sunset Cogeneration Company is a voting interest entity, where we share decision-making power with Middle River Power, LLC on all matters that most significantly impact the economic performance of Midway Sunset Cogeneration Company. Therefore, we account for our investment in Midway Sunset Cogeneration Company under the equity method of accounting. There are no significant transactions between us and Midway Sunset Cogeneration Company.
In the nine months ended September 30, 2026, we received a distribution of $10 million from Midway Sunset Cogeneration Company. In the three and nine months ended September 30, 2025, we didnot receive any distributions from Midway Sunset Cogeneration Company.
NOTE 4 DEBT
As of September 30, 2026 and December 31, 2025, our long-term debt consisted of the following:
| September 30, · December 31, | ||||
|---|---|---|---|---|
| 2026 | 2025 | Interest Rate | Maturity | |
| (in millions) | ||||
| Revolving Credit Facility | $— | $— | SOFR plus 2.25%-3.25%ABR plus 1.25%-2.25%(a) | March 16, 2029(b) |
| 2029 Senior Notes | — | 900 | 8.250% | |
| 2034 Senior Notes | 750 | 400 | 7.000% | January 15, 2034 |
| 2035 Senior Notes | 550 | — | 7.250% | January 15, 2035 |
| Principal amount | $1,300 | $1,300 | ||
| Unamortized debt discount and issuance costs | (21) | (19) | ||
| Unamortized premium | 2 | 2 | ||
| Long-term debt, net | $1,281 | $1,283 | ||
(a)In April 2026, we entered into the ninth amendment to our Revolving Credit Facility that reduced our interest rate pricing as described below.
(b)Refer to Note 16 Subsequent Events for more information on a recent extension to our Revolving Credit Facility.
Revolving Credit Facility
Our Amended and Restated Credit Agreement, dated April 26, 2023 (Revolving Credit Facility), consists of a senior revolving loan facility with an aggregate commitment of $1.46 billion. The amount we are able to borrow under our Revolving Credit Facility is limited to the amount of these commitments. Our Revolving Credit Facility also includes a sub-limit of $300 million for the issuance of letters of credit. As of September 30, 2026, $180 million of letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. As of September 30, 2026, we had $1,280 million of availability on our Revolving Credit Facility after taking into account $180 million in letters of credit outstanding.
In April 2026, we entered into the ninth amendment to our Revolving Credit Facility to, among other things, amend the pricing grid to reduce interest margin by 0.25%, remove the 0.10% Term SOFR adjustment, and make other technical amendments. Our borrowing base is redetermined semi-annually and was re-affirmed at $1.5 billion in October 2026.
In October 2026, we entered into the tenth amendment to our Revolving Credit Facility. See Note 16 Subsequent Events for more information.
2035 Senior Notes
In June 2026, we completed a private offering of $550 million in aggregate principal amount of 7.250% senior notes due 2035 (2035 Senior Notes). The 2035 Senior Notes are governed by the indenture, dated as of June 26, 2026, by and among us, the guarantors and Wilmington Trust, National Association, as trustee (2035 Senior Notes Indenture). The net proceeds of $543 million, after $7 million of debt issuance costs, together with cash on hand were used to redeem all of the remaining outstanding 2029 Senior Notes.
Security – Our 2035 Senior Notes are general unsecured obligations which are guaranteed on a senior unsecured basis by all of our existing subsidiaries that guarantee our obligations under the Revolving Credit Facility and certain other indebtedness.
Redemption – We may redeem the 2035 Senior Notes at any time prior to July 15, 2029 at a redemption price equal to 100% of the aggregate principal amount thereof plus the applicable premium as defined in the 2035 Senior Notes Indenture and accrued and unpaid interest. Prior to July 15, 2029, we may also redeem up to 40% of the aggregate principal amount of the 2035 Senior Notes with the net cash proceeds from certain equity offerings at a redemption price of 107.250% of the aggregate principal amount thereof, plus accrued and unpaid interest. On or after July 15, 2029, we may redeem the 2035 Senior Notes at the redemption prices of (i)103.625% during the twelve-month period beginning on July 15, 2029, (ii)101.813% during the twelve-month period beginning on July 15, 2030 and (iii)100% on or after July 15, 2031, in each case plus accrued and unpaid interest to, but excluding, the redemption date.
Covenants – Our 2035 Senior Notes include covenants that, among other things, restrict our ability to incur additional indebtedness, incur liens, make restricted payments and investments, consummate asset sales, enter into transactions with affiliates and enter into transactions that would result in fundamental changes.
Events of Default and Change of Control – Our 2035 Senior Notes provide for certain triggering events, including upon a change of control triggering event, as defined in the 2035 Senior Notes Indenture, that would require us to repurchase all or any part of the 2035 Senior Notes at a price equal to 101% of the aggregate principal amount plus accrued and unpaid interest.
2034 Senior Notes and Follow-On Offering
On October 8, 2025, we completed a private offering of $400 million in an aggregate principal amount of 7.000% senior notes due 2034 (2034 Senior Notes). The net proceeds of $393 million, after deducting $7 million of issuance costs, were used along with available cash to repay $449 million of Berry's outstanding debt at closing of the Berry Merger. See Note 2 Business Combinations for more information on the Berry Merger. The terms of the 2034 Senior Notes are governed by the Indenture, dated as of October 8, 2025, by and among us, the guarantors and Wilmington Trust, National Association, as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of January 16, 2026 (2034 Senior Notes Indenture).
On March 23, 2026, we completed a follow-on offering of an additional $350 million in aggregate principal amount of 2034 Senior Notes. The net proceeds from this offering of $347 million, including $2 million of debt premium and $5 million of debt issuance costs, were used to redeem a portion of our 2029 Senior Notes. The 2034 Senior Notes issued on March 23, 2026 are governed under the 2034 Senior Notes Indenture.
2029 Senior Notes Redemption
In March 2026, we redeemed $350 million in principal amount of our 8.250% senior unsecured notes due 2029 (2029 Senior Notes) for $367 million, resulting in a loss on extinguishment of debt in the amount of $21 million, which includes a $17 million premium paid and $4 million write-off of unamortized debt issuance costs.
In June 2026, we redeemed the remaining outstanding $550 million in principal amount of our 2029 Senior Notes for $573 million, resulting in a loss on extinguishment of debt in the amount of $28 million, which includes a $23 million premium paid and $5 million write-off of unamortized debt issuance costs net of unamortized premium.
Following these redemptions, none of our 2029 Senior Notes remained outstanding.
Fair Value
As shown in the table below, we estimate the fair value of our fixed rate 2029 Senior Notes, 2034 Senior Notes and 2035 Senior Notes based on known prices from market transactions (using Level 1 inputs on the fair value hierarchy).
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (in millions) | ||
| Fixed rate debt | ||
| 2029 Senior Notes | $— | $943 |
| 2034 Senior Notes | 724 | 394 |
| 2035 Senior Notes | 532 | — |
| Fair Value of Long-Term Debt | $1,256 | $1,337 |
Other
As of September 30, 2026, we were in compliance with all financial and other debt covenants under our Revolving Credit Facility, 2034 Senior Notes and 2035 Senior Notes.
NOTE 5 LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES
We are party to various legal and/or regulatory proceedings from time to time arising in the ordinary course of business. We accrue reserves for currently outstanding lawsuits, claims and proceedings when we determine it is probable that a liability has been incurred and the liability can be reasonably estimated. Reserve balances for these items at September 30, 2026 and December 31, 2025 were not material to our condensed consolidated balance sheets as of such dates. We also evaluate the amount of reasonably possible losses that we could incur as a result of these matters. We believe that reasonably possible losses that we could incur in excess of reserves cannot be accurately determined.
In October 2020, Signal Hill Services, Inc. defaulted on its decommissioning obligations associated withtwo offshore platforms. The Bureau of Safety and Environmental Enforcement (BSEE) determined that former lessees, including our former parent, Occidental Petroleum Corporation (Oxy) with a 37.5% share, are responsible for decommissioning obligations associated with these offshore platforms. Oxy sold its interest in the platforms approximately 30 years ago and it is our understanding that Oxy has not had any connection to the operations since that time and was challenging BSEE's order. Oxy notified us of the claim under the indemnification provisions of the Separation and Distribution Agreement between us and Oxy. In September 2021, we accepted the indemnification claim from Oxy and are challenging the order from BSEE. In March 2024, we entered into a cost sharing agreement with former lessees to share in ongoing maintenance costs during the pendency of the challenge to the BSEE order. In September 2025, the parties amended the cost sharing agreement to include well abandonment work. As of September 30, 2026, we had a liability of approximately $26 million included in accrued liabilities in our condensed consolidated balance sheet related to this abandonment work. For the three and nine months ended September 30, 2026, other operating expenses, net on our condensed consolidated statement of operations includes $6 million and $26 million, respectively, for our ongoing share of maintenance costs and well abandonment work. We continue to challenge the BSEE order.
In 2023 and 2024, the California Geologic Energy Management Division (CalGEM) plugged and abandoned approximately 120 "orphaned" oil and gas wells located in Cat Canyon, Santa Barbara County, at an aggregate cost of approximately $25 million. A subsidiary of our predecessor entity sold these wells to the defunct operator prior to CRC's formation and the wells are therefore in our chain of title. CalGEM is seeking to recover these costs from us due to our prior operatorship of the wells, and we are disputing these claims. In connection with this dispute, we were required to remit approximately $25 million to CalGEM under protest pending the outcome of this matter. We have filed a complaint against CalGEM to reclaim the $25 million that we paid in June 2025.
NOTE 6 DERIVATIVES
We enter into commodity derivative contracts to help protect our cash flows, margins and capital program from the volatility of commodity prices. We primarily hedge a portion of our forecasted oil production and a portion of our purchased natural gas used in our steamflood operations. We did not have any derivative instruments designated as accounting hedges as of and for the three and nine months ended September 30, 2026 and 2025. Unless otherwise indicated, we use the term "hedge" to describe derivative instruments that are designed to implement our hedging strategy.
Summary of Derivative Contracts
We held the following Brent-based contracts for our forecasted oil production as of September 30, 2026:
| Q42026 | Q12027 | Q22027 | Q32027 | Q42027 | 2028 | |
|---|---|---|---|---|---|---|
| Sold Calls | ||||||
| Barrels per day | 36,000 | 1,250 | 5,250 | 500 | 2,862 | 35,434 |
| Weighted-average price per barrel | $83.51 | $70.47 | $72.07 | $69.30 | $69.79 | $84.29 |
| Purchased Puts | ||||||
| Barrels per day | 36,000 | 1,250 | 5,250 | 500 | 2,862 | 53,734 |
| Weighted-average price per barrel | $61.11 | $60.00 | $61.90 | $60.00 | $60.00 | $60.89 |
| Swaps | ||||||
| Barrels per day | 41,703 | 80,811 | 65,014 | 68,047 | 64,761 | 7,285 |
| Weighted-average price per barrel | $67.98 | $66.04 | $65.54 | $65.57 | $65.56 | $66.98 |
At September 30, 2026, we also held the following swaps to hedge purchased natural gas used in our operations as shown in the table below.
| Q42026 | Q12027 | Q22027 | Q32027 | Q42027 | 2028 | |
|---|---|---|---|---|---|---|
| SoCal Border | ||||||
| MMBtu per day | 9,908 | 14,044 | — | — | — | — |
| Weighted-average price per MMBtu | $4.84 | $4.77 | $— | $— | $— | $— |
| NWPL Rockies | ||||||
| MMBtu per day | 91,750 | 94,336 | 94,170 | 92,000 | 91,326 | 62,725 |
| Weighted-average price per MMBtu | $4.17 | $4.18 | $3.78 | $3.88 | $3.95 | $3.59 |
In the three and nine months ended September 30, 2026, we also had a limited number of derivative contracts related to our natural gas marketing activities that were intended to lock in locational price spreads. These derivative contracts were not significant to our results of operations or financial statements taken as a whole.
The outcomes of the derivative positions shown in the tables above are as follows:
Sold calls – we make settlement payments for prices above the indicated weighted-average price per barrel.
Purchased puts – we receive settlement payments for prices below the indicated weighted-average price per barrel.
Swaps – with respect to swaps for crude oil, we make settlement payments for prices above the indicated weighted-average price per barrel and receive settlement payments for prices below the indicated weighted-average price per barrel. With respect to swaps for purchased natural gas, we receive settlement payments for prices above the indicated weighted-average price per MMBtu and we make settlement payments for prices below the weighted-average price per MMBtu.
Fair Value of Derivatives
Derivative instruments not designated as hedging instruments are required to be recorded on the balance sheet at fair value. We report gains and losses on our derivative contracts related to our oil production and our marketing activities in operating revenue on our condensed consolidated statements of operations as shown in the table below:
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) · (in millions) | ||||
| Non-cash (loss) gain from commodity sales derivatives | $(554) | $(32) | $(976) | $130 |
| Net settlements and premiums | (121) | 9 | (342) | 10 |
| Net (loss) gain from commodity sales derivatives | $(675) | $(23) | $(1,318) | $140 |
We report gains and losses on our commodity derivative contracts related to purchases of natural gas in operating expenses on our condensed consolidated statements of operations as shown in the table below:
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) · (in millions) | ||||
| Non-cash (gain) loss from natural gas purchase derivatives | $(14) | $24 | $(22) | $2 |
| Settlements | 13 | 3 | 50 | 22 |
| Net (gain) loss from natural gas purchase derivatives | $(1) | $27 | $28 | $24 |
Our derivative contracts are measured at fair value using industry-standard models with various inputs, including quoted forward prices, and are classified as Level 2 in the required fair value hierarchy for the periods presented. The following tables present the fair values of our outstanding commodity derivatives as of September 30, 2026 and December 31, 2025.
| September 30, 2026 | |||
|---|---|---|---|
| Classification | Gross Amounts at Fair Value | Netting | Net Fair Value |
| (in millions) | |||
| Other current assets, net | $2 | $(1) | $1 |
| Other noncurrent assets | 93 | (73) | 20 |
| Current liabilities | (581) | 1 | (580) |
| Noncurrent liabilities | (213) | 73 | (140) |
| $(699) | $— | $(699) | |
| December 31, 2025 | |||
|---|---|---|---|
| Classification | Gross Amounts at Fair Value | Netting | Net Fair Value |
| (in millions) | |||
| Other current assets, net | $193 | $(6) | $187 |
| Other noncurrent assets | 106 | (5) | 101 |
| Current liabilities | (48) | 6 | (42) |
| Noncurrent liabilities | (22) | 5 | (17) |
| $229 | $— | $229 | |
NOTE 7 INCOME TAXES
The following table presents the components of our income tax (benefit) provision and effective tax rate:
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) · (in millions) | ||||
| (Loss) income before income taxes | $(428) | $75 | $(730) | $479 |
| Current income tax (benefit) provision | — | (24) | — | 52 |
| Deferred income tax (benefit) provision | (113) | 35 | (218) | 76 |
| Income tax (benefit) provision | $(113) | $11 | $(218) | $128 |
Our income tax (benefit) provision for interim periods is determined by applying an estimated annual effective tax rate to year to date (loss) income before income taxes with the result adjusted for discrete items, if any, in the relevant period. Our effective tax rate of 30% in the nine months ended September 30, 2026, differed from the U.S. statutory rate of 21% primarily due to state taxes and income tax credits. Our effective tax rate of 27% for the nine months ended September 30, 2025, differed from the U.S. statutory rate of 21% primarily due to state taxes.
Management expects to realize the recorded deferred tax assets primarily through future income and reversal of taxable temporary differences. Realization of our existing deferred tax assets is not assured and depends on a number of factors including our ability to generate sufficient taxable income in future periods.
NOTE 8 ASSETS HELD FOR SALE
Uinta Basin
In September 2026, we entered into an agreement to sell our Uinta basin assets for cash consideration of approximately $90 million, subject to customary purchase price adjustments. The Uinta basin assets were acquired as part of the Berry Merger. The transaction has an effective date of July 1, 2026. Closing is expected in the fourth quarter of 2026, subject to the receipt of certain third-party consents and satisfaction of other customary closing conditions.
The sale of our Uinta basin assets met the criteria for assets held for sale as of September 30, 2026. These assets, primarily consisting of PP&E, are presented as assets held for sale on our condensed consolidated balance sheet. The associated liabilities, which predominantly consist of asset retirement obligations and payables, are presented as liabilities associated with assets held for sale on our condensed consolidated balance sheet. The Uinta basin assets and liabilities are included in our oil and natural gas segment.
NOTE 9 SEGMENT INFORMATION
We conduct our business primarily throughtwo reportable segments: (1) oil and natural gas and (2) carbon management. We identified these segments based on the nature of their activities, the types of products sold and services to be provided. Our oil and natural gas segment explores for, develops, and produces oil and condensate, natural gas liquids and natural gas. Our carbon management segment, that we refer to as Carbon TerraVault, develops services to capture, transport and permanently store CO 2 for our customers. Our oil and natural gas segment operates assets located in California and Utah. Our carbon management segment operates exclusively in California.
Revenues related to sales of produced natural gas to our Elk Hills power plant are included in oil, natural gas and natural gas liquids sales in the table below. Direct labor-related costs are allocated to our reportable segments based on job function and activity. General and administrative expenses are allocated to a segment if they directly support a segment's activities. We do not allocate income taxes to our segments. We use proportionate consolidation to account for our share of oil and natural gas producing activities.
The following tables provide segment profit or loss and reconciliations of segment profit or loss to total operating revenues and consolidated income before income taxes for the three months and nine months ended September 30, 2026 and 2025.
| Three months ended September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Oil and Natural Gas · Carbon Management · Total Reportable Segments · Corporate/Eliminations/Other · Total | ||||||
| (in millions) | ||||||
| Oil, natural gas and natural gas liquids sales | $1,016 | $— | $1,016 | $(14) | $1,002 | |
| Other revenues and income(a) | 1 | 2 | 3 | (584) | (581) | |
| Segment operating revenues | $1,017 | $2 | $1,019 | $(598) | ||
| Total operating revenues | $421 | |||||
(a)Other revenues and income includes net loss from commodity derivatives, revenue from marketing of purchased commodities, electricity sales and unallocated interest and other revenue.
| Three months ended September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Oil and Natural Gas · Carbon Management · Total Reportable Segments · Corporate/Eliminations/Other · Total | ||||||
| (in millions) | ||||||
| Segment operating revenues | $1,017 | $2 | $1,019 | $(598) | $421 | |
| Less: | ||||||
| Operating costs: | ||||||
| Energy operating costs | 130 | — | 130 | (7) | 123 | |
| Gas processing costs | 6 | — | 6 | — | 6 | |
| Non-energy operating costs | 257 | — | 257 | — | 257 | |
| General and administrative expenses | 13 | — | 13 | 76 | 89 | |
| Depreciation, depletion and amortization | 128 | 2 | 130 | 7 | 137 | |
| Taxes other than on income | 69 | — | 69 | 12 | 81 | |
| Interest expense | — | 3 | 3 | 23 | 26 | |
| Loss from investment in unconsolidated subsidiaries | — | 1 | 1 | — | 1 | |
| Net gain on natural gas purchase derivatives | — | — | — | (1) | (1) | |
| Other non-operating income, net | — | — | — | (6) | (6) | |
| Costs related to marketing of purchased commodities | — | — | — | 25 | 25 | |
| Electricity generation expenses | — | — | — | 11 | 11 | |
| Other segment expenses(a) | 54 | 10 | 64 | 36 | 100 | |
| Segment profit or (loss) | $360 | $(14) | $346 | $(774) | ||
| Loss before income taxes | $(428) | |||||
(a)Other segment expenses for our oil and natural gas segment includes transportation costs, accretion expense, and other operating expenses, net. Other segment expenses for our carbon management segment primarily includes operating lease costs. Other segment expenses for Corporate/Eliminations/Other include transportation costs from marketing activities and other operating expenses, net that are not allocated to a segment.
| Three months ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Oil and Natural Gas · Carbon Management · Total Reportable Segments · Corporate/Eliminations/Other · Total | ||||||
| (in millions) | ||||||
| Oil, natural gas and natural gas liquids sales | $726 | $— | $726 | $(11) | $715 | |
| Other revenues and income(a) | 2 | — | 2 | 138 | 140 | |
| Segment operating revenues | $728 | $— | $728 | $127 | ||
| Total operating revenues | $855 | |||||
(a)Other revenues and income include net loss from commodity derivatives, revenue from marketing of purchased commodities, electricity revenue and unallocated interest and other revenue.
| Three months ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Oil and Natural Gas · Carbon Management · Total Reportable Segments · Corporate/Eliminations/Other · Total | ||||||
| (in millions) | ||||||
| Segment operating revenues | $728 | $— | $728 | $127 | $855 | |
| Less: | ||||||
| Operating costs: | ||||||
| Energy operating costs | 97 | — | 97 | (5) | 92 | |
| Gas processing costs | 6 | — | 6 | — | 6 | |
| Non-energy operating costs | 218 | — | 218 | — | 218 | |
| General and administrative expenses | 9 | 4 | 13 | 74 | 87 | |
| Depreciation, depletion and amortization | 118 | — | 118 | 5 | 123 | |
| Taxes other than on income | 57 | — | 57 | 13 | 70 | |
| Interest expense | — | 3 | 3 | 22 | 25 | |
| Loss from investment in unconsolidated subsidiaries | — | 2 | 2 | — | 2 | |
| Net loss on natural gas purchase derivatives | — | — | — | 27 | 27 | |
| Other non-operating income, net | — | — | — | (4) | (4) | |
| Costs related to marketing of purchased commodities | — | — | — | 44 | 44 | |
| Electricity generation expenses | — | — | — | 11 | 11 | |
| Other segment expenses(a) | 41 | 12 | 53 | 26 | 79 | |
| Segment profit or (loss) | $182 | $(21) | $161 | $(86) | ||
| Income before income taxes | $75 | |||||
(a)Other segment expenses for our oil and natural gas segment include transportation costs, accretion expense, and other operating expenses, net, and net loss on asset divestitures. Other segment expenses for our carbon management segment primarily includes operating lease costs. Other segment expenses for Corporate/Eliminations/Other include transportation costs from marketing activities and other operating expenses, net that are not allocated to a segment.
| Nine months ended September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Oil and Natural Gas · Carbon Management · Total Reportable Segments · Corporate/Eliminations/Other · Total | ||||||
| (in millions) | ||||||
| Oil, natural gas and natural gas liquids sales | $2,990 | $— | $2,990 | $(27) | $2,963 | |
| Other revenues and income(a) | 10 | 3 | 13 | (1,139) | (1,126) | |
| Segment operating revenues | $3,000 | $3 | $3,003 | $(1,166) | ||
| Total operating revenues | $1,837 | |||||
(a)Other revenues and income for Corporate/Eliminations/Other include net loss from commodity derivatives, revenue from marketing of purchased commodities, electricity revenue, interest income and unallocated other revenue.
| Nine months ended September 30, 2026 | |||||||
|---|---|---|---|---|---|---|---|
| Oil and Natural Gas · Carbon Management · Total Reportable Segments · Corporate/Eliminations/Other · Total | |||||||
| (in millions) | |||||||
| Segment operating revenues | $3,000 | $3 | $3,003 | $(1,166) | $1,837 | ||
| Less: | |||||||
| Operating costs: | |||||||
| Energy operating costs | 338 | — | 338 | (18) | 320 | ||
| Gas processing costs | 17 | — | 17 | — | 17 | ||
| Non-energy operating costs | 761 | — | 761 | — | 761 | ||
| General and administrative expenses | 54 | 5 | 59 | 233 | 292 | ||
| Depreciation, depletion and amortization | 379 | 2 | 381 | 20 | 401 | ||
| Taxes other than on income | 189 | — | 189 | 25 | 214 | ||
| Interest expense | — | 9 | 9 | 74 | 83 | ||
| Loss from investment in unconsolidated subsidiaries | — | 4 | 4 | 1 | 5 | ||
| Net loss on natural gas purchase derivatives | — | — | — | 28 | 28 | ||
| Loss on early extinguishment of debt | — | — | — | 49 | 49 | ||
| Other non-operating income, net | — | — | — | (14) | (14) | ||
| Costs related to marketing of purchased commodities | — | — | — | 63 | 63 | ||
| Electricity generation expenses | — | — | — | 26 | 26 | ||
| Other segment expenses(a) | 191 | 22 | 213 | 109 | 322 | ||
| Segment profit or (loss) | $1,071 | $(39) | $1,032 | $(1,762) | |||
| Loss before income taxes | $(730) | ||||||
(a)Other segment expenses for our oil and natural gas segment include transportation costs, accretion expense, and other operating expenses, net. Other segment expenses for our carbon management segment primarily includes operating lease costs and compensation-related expenses. Other segment expenses for Corporate/Eliminations/Other include transportation costs from marketing activities and other operating expenses, net that are not allocated to a segment.
| Nine months ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Oil and Natural Gas · Carbon Management · Total Reportable Segments · Corporate/Eliminations/Other · Total | ||||||
| (in millions) | ||||||
| Oil, natural gas and natural gas liquids sales | $2,265 | $— | $2,265 | $(34) | $2,231 | |
| Other revenues and income(a) | 7 | — | 7 | 507 | 514 | |
| Segment operating revenues | $2,272 | $— | $2,272 | $473 | ||
| Total operating revenues | $2,745 | |||||
(a)Other revenues and income include net gain from commodity derivatives, revenue from marketing of purchased commodities, electricity revenue, interest income and unallocated other revenue.
| Nine months ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Oil and Natural Gas · Carbon Management · Total Reportable Segments · Corporate/Eliminations/Other · Total | ||||||
| (in millions) | ||||||
| Segment operating revenues | $2,272 | $— | $2,272 | $473 | $2,745 | |
| Less: | ||||||
| Operating costs: | ||||||
| Energy operating costs | 293 | — | 293 | (20) | 273 | |
| Gas processing costs | 15 | — | 15 | — | 15 | |
| Non-energy operating costs | 639 | — | 639 | — | 639 | |
| General and administrative expenses | 30 | 10 | 40 | 198 | 238 | |
| Depreciation, depletion and amortization | 365 | — | 365 | 17 | 382 | |
| Taxes other than on income | 157 | — | 157 | 30 | 187 | |
| Interest expense | — | 8 | 8 | 69 | 77 | |
| Loss (gain) from investment in unconsolidated subsidiaries | — | 4 | 4 | (1) | 3 | |
| Net loss on natural gas purchase derivatives | — | — | — | 24 | 24 | |
| Loss on early extinguishment of debt | — | — | — | 1 | 1 | |
| Other non-operating income, net | — | — | — | (9) | (9) | |
| Costs related to marketing of purchased commodities | — | — | — | 135 | 135 | |
| Electricity generation expenses | — | — | — | 26 | 26 | |
| Other segment expenses(a) | 131 | 44 | 175 | 100 | 275 | |
| Segment profit or (loss) | $642 | $(66) | $576 | $(97) | ||
| Income before income taxes | $479 | |||||
(a)Other segment expenses for our oil and natural gas segment include transportation costs, accretion expense, and other operating expenses, net, and net loss on asset divestitures. Other segment expenses for our carbon management segment primarily includes operating lease costs. Other segment expenses for Corporate/Eliminations/Other include transportation costs from marketing activities and other operating expenses, net that are not allocated to a segment.
The following table provides capital investment by segment and a reconciliation to our consolidated capital investment for the three and nine months ended September 30, 2026 and 2025. We do not provide total assets by segment because it is not used by our Chief Operating Decision Maker. See Note 3 Investment in Unconsolidated Subsidiaries and Related Party Transactions for information on our investment in the Carbon TerraVault JV, which is part of our carbon management segment.
| Oil and Natural Gas | Carbon Management | Corporate and Other | Total | |
|---|---|---|---|---|
| (in millions) | ||||
| Three months ended September 30, 2026 | $155 | $1 | $2 | $158 |
| Three months ended September 30, 2025 | $72 | $15 | $4 | $91 |
| Oil and Natural Gas | Carbon Management | Corporate and Other | Total | |
|---|---|---|---|---|
| (in millions) | ||||
| Nine months ended September 30, 2026 | $416 | $16 | $6 | $438 |
| Nine months ended September 30, 2025 | $165 | $22 | $15 | $202 |
NOTE 10 STOCKHOLDERS' EQUITY
Share Repurchase Program
Our Board of Directors authorized a Share Repurchase Program to acquire up to $1.78 billion of our common stock through December 31, 2027. The total value of shares that may yet be purchased under the Share Repurchase Program was $570 million as of September 30, 2026. The repurchases may be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, derivative contracts or otherwise in compliance with Rule 10b-18, subject to market conditions. The Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares, and our Board of Directors may modify, suspend or discontinue authorization of the program at any time.
The following table summarizes our share repurchases for the periods presented.
| Total Number of Shares Purchased | Total Value of Shares Purchased | Average Price Paid per Share | |
|---|---|---|---|
| (number of shares) | (in millions) | ($ per share) | |
| Three months ended September 30, 2026 | 559,826 | $30 | $53.48 |
| Three months ended September 30, 2025(a) | — | $— | $— |
| Nine months ended September 30, 2026 | 778,545 | $40 | $51.30 |
| Nine months ended September 30, 2025 | 7,787,969 | $354 | $45.23 |
Note: The total value of shares purchased includes accrued excise taxes, which are generally paid in the year following the share repurchase. Commissions paid on share repurchases were not significant in all periods presented.
(a)In the three months ended September 30, 2025, we remitted $34 million in U.S. federal taxes withheld from a June 2025 share repurchase.
Dividends
Our Board of Directors declared the following cash dividends for each of the periods presented.
| Total Dividend | Rate Per Share | |
|---|---|---|
| (in millions) | ($ per share) | |
| Three months ended March 31, 2026 | $36 | $0.4050 |
| Three months ended June 30, 2026 | 36 | $0.4050 |
| Three months ended September 30, 2026 | 36 | $0.4050 |
| Nine months ended September 30, 2026 | $108 | |
| Three months ended March 31, 2025 | $35 | $0.3875 |
| Three months ended June 30, 2025 | 35 | $0.3875 |
| Three months ended September 30, 2025 | 32 | $0.3875 |
| Nine months ended September 30, 2025 | $102 |
In addition to dividends on our common stock shown in the table above, we paid$2 million of dividend equivalents on equity-settled stock-based compensation awards in thenine months ended September 30, 2026 and$1 million of dividend equivalents in thenine months ended September 30, 2025. Future cash dividends, and the establishment of record and payment dates, are subject to final determination by our Board of Directors each quarter after reviewing our financial performance and position. See Note 16 Subsequent Events for information on the recent amendment to our dividend policy and future cash dividends.
NOTE 11 EARNINGS PER SHARE
Basic and diluted earnings per share (EPS) were calculated using the treasury stock method for the three and nine months ended September 30, 2026 and 2025. Our restricted stock unit (RSU) and performance stock unit (PSU) awards are not considered participating securities since the dividend rights on unvested shares are forfeitable.
For basic EPS, the weighted-average number of common shares outstanding excludes shares underlying our equity-settled awards and warrants. For diluted EPS, the basic shares outstanding are adjusted by adding potential common shares, if dilutive.
The following table presents the calculation of basic and diluted EPS, for the three and nine months ended September 30, 2026 and 2025:
| Three months endedSeptember 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions, except per-share amounts) | ||||
| Numerator for Basic and Diluted EPS | ||||
| Net (loss) income | $(315) | $64 | $(512) | $351 |
| Denominator for Basic EPS | ||||
| Weighted-average shares | 88.7 | 83.7 | 88.7 | 87.8 |
| Potential common shares, if dilutive: | ||||
| Restricted stock units | — | 0.4 | — | 0.3 |
| Performance stock units | — | 0.3 | — | 0.3 |
| Denominator for Diluted EPS | ||||
| Weighted-average shares | 88.7 | 84.4 | 88.7 | 88.4 |
| EPS | ||||
| Basic | $(3.55) | $0.76 | $(5.77) | $4.00 |
| Diluted | $(3.55) | $0.76 | $(5.77) | $3.97 |
The following table presents potentially dilutive weighted-average common shares which were excluded from the denominator for EPS in periods of losses:
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) · (in millions) | ||||
| Shares issuable upon settlement of RSUs | 1.0 | — | 1.0 | — |
| Shares issuable upon settlement of PSUs | 0.9 | — | 0.9 | — |
| Total antidilutive shares | 1.9 | — | 1.9 | — |
NOTE 12 PENSION AND POSTRETIREMENT BENEFIT PLANS
The following table sets forth the components of the net periodic benefit costs for our defined benefit pension and postretirement benefit plans for the three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, · Three months ended September 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| PensionBenefit | PostretirementBenefit | PensionBenefit | PostretirementBenefit | |
| (in millions) · (in millions) | ||||
| Service cost - benefits earned during the period | $— | $1 | $1 | $1 |
| Interest cost on projected benefit obligation | 3 | 1 | 4 | 1 |
| Expected return on plan assets | (6) | (1) | (6) | (1) |
| Settlement gain | (3) | — | — | — |
| Amortization of net actuarial loss | — | (1) | — | — |
| Amortization of prior service cost credit | — | (1) | — | (2) |
| Net periodic benefit costs | $(6) | $(1) | $(1) | $(1) |
| Nine months ended September 30, · Nine months ended September 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| PensionBenefit | PostretirementBenefit | PensionBenefit | PostretirementBenefit | |
| (in millions) · (in millions) | ||||
| Service cost - benefits earned during the period | $1 | $2 | $1 | $2 |
| Interest cost on projected benefit obligation | 10 | 3 | 11 | 4 |
| Expected return on plan assets | (18) | (3) | (17) | (3) |
| Settlement (gain) loss | (3) | — | 1 | — |
| Amortization of net actuarial loss | — | (1) | — | (1) |
| Amortization of prior service cost credit | — | (4) | — | (4) |
| Net periodic benefit costs | $(10) | $(3) | $(4) | $(2) |
Contributions to our pension benefit plans were insignificant during thethree months and nine months ended September 30, 2026 and 2025. We do not expect to need to make any contributions to our qualified pension plans to satisfy minimum funding requirements during the remainder of 2026. We expect to contribute an insignificant amount to fund our non-qualified pension benefit distributions during the remainder of 2026.
NOTE 13 SUPPLEMENTAL ACCOUNT BALANCES
Restricted cash — Cash and cash equivalents include restricted cash of $13 million and $15 million at September 30, 2026 and December 31, 2025, respectively. Restricted cash primarily includes funds held in an escrow account established to secure oil field well and infrastructure abandonment and habitat restoration at an oil and gas field previously owned by Aera. The Aera Merger agreement provides that 50% of the amount of released funds exceeding the cumulative abandonment and habitat restoration expenditures from January 1, 2024 onward is payable to the prior owners of Aera. We do not expect this return of excess cash to be significant.
Revenues — We derive most of our revenue from sales of oil, natural gas and natural gas liquids. Our remaining revenue is primarily generated from the sale of electricity and resource adequacy contracts, and to a lesser extent from marketing activities related to storage and managing excess pipeline capacity. The following table provides disaggregated revenue for sales of produced oil, natural gas and natural gas liquids to customers:
| Three months endedSeptember 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) · (in millions) | ||||
| Oil | $929 | $653 | $2,758 | $2,033 |
| Natural gas | 26 | 26 | 69 | 73 |
| Natural gas liquids | 47 | 36 | 136 | 125 |
| Oil, natural gas and natural gas liquids sales | $1,002 | $715 | $2,963 | $2,231 |
From time-to-time, we enter into transactions with respect to third-party production, which we report as revenue from marketing of purchased commodities on our condensed consolidated statements of operations. Revenues from marketing of purchased commodities primarily result from the storage or transportation of natural gas to take advantage of differences in pricing or location, or marketing oil sales that have resulted from third-party purchases. The following table provides disaggregated revenue for sales to customers related to our marketing activities:
| Three months endedSeptember 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) · (in millions) | ||||
| Oil | $5 | $20 | $29 | $66 |
| Natural gas | 34 | 38 | 71 | 106 |
| Natural gas liquids | 1 | — | 7 | 6 |
| Revenue from marketing of purchased commodities | $40 | $58 | $107 | $178 |
In May 2026, we began capturing CO 2 at our cryogenic gas processing facility and sequestering it at the 26R reservoir. As CO 2 is captured, we accrue revenue for the 45Q credit that we earn under this process in accordance with the requirements of Section 45Q of the Internal Revenue Code of 1986, as amended. Revenue for our carbon management business was insignificant for the three and nine months ended September 30, 2026.
Following completion of the Crimson Acquisition in September 2026, we recognize pipeline transportation revenue as oil is transported, based on the volumes transported during the period and the applicable contractual or tariff rates. Revenue for our midstream pipeline transportation was not material for the three and nine months ended September 30, 2026.
Inventory — Materials and supplies, which primarily consist of well equipment and tubular goods used in our oil and natural gas operations and critical spares related to our cogeneration power plants, are valued at weighted-average cost and are reviewed periodically for obsolescence. Finished goods include produced oil and natural gas liquids in storage, which are valued at the lower of cost or net realizable value. Inventory, by category, is as follows:
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (in millions) | ||
| Materials and supplies | $103 | $98 |
| Finished goods | 6 | 8 |
| Inventory | $109 | $106 |
Other current assets, net —Other current assets, net include the following:
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (in millions) | ||
| Net amounts due from joint interest partners(a) | $56 | $56 |
| Fair value of commodity derivative contracts | 1 | 187 |
| Prepaid expenses | 43 | 38 |
| Income tax receivable | 64 | 52 |
| Other | 17 | 20 |
| Other current assets, net | $181 | $353 |
(a)The amounts due from joint interest partners include $1 million and $2 million of allowances for credit losses as of September 30, 2026 and December 31, 2025, respectively.
Other noncurrent assets —Other noncurrent assets include the following:
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (in millions) | ||
| Operating lease right-of-use assets | $71 | $83 |
| Deferred financing costs - Revolving Credit Facility | 16 | 20 |
| Emission reduction credits | 11 | 11 |
| Fair value of commodity derivative contracts | 20 | 101 |
| Funded pension | 105 | 97 |
| Postretirement plan | 20 | 19 |
| Other | 45 | 42 |
| Other noncurrent assets | $288 | $373 |
Accrued liabilities —Accrued liabilities include the following:
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (in millions) | ||
| Compensation-related liabilities | $117 | $159 |
| Taxes other than on income | 111 | 105 |
| Asset retirement obligations - current portion | 128 | 120 |
| Interest | 24 | 12 |
| Operating lease liability | 14 | 15 |
| Settlements and premiums due on commodity derivative contracts | 71 | 22 |
| Advanced payments | 19 | 19 |
| Greenhouse gas liability | 15 | 27 |
| Signal Hill offshore platform expense accrual | 26 | 13 |
| Other | 60 | 64 |
| Accrued liabilities | $585 | $556 |
Other long-term liabilities —Other long-term liabilities include the following:
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| (in millions) | ||
| Compensation-related liabilities | $45 | $48 |
| Postretirement and pension benefit plans | 56 | 57 |
| Operating lease liability | 59 | 61 |
| Contingent liability(a) | 127 | 117 |
| Deferred premiums due on commodity derivative contracts | 42 | — |
| Other | 24 | 29 |
| Other long-term liabilities | $353 | $312 |
(a) See Note 3 Investment in Unconsolidated Subsidiaries and Related Party Transactions for information on the contingent liability related to the Carbon TerraVault JV.
Other operating expenses, net —Other operating expenses, net include the following:
| Three months endedSeptember 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) · (in millions) | ||||
| Carbon management expenses | $10 | $10 | $22 | $42 |
| Transaction and integration costs | 3 | 6 | 7 | 10 |
| Severance and termination costs | — | — | 23 | 8 |
| Offshore platforms maintenance and abandonment costs | 6 | 5 | 26 | 7 |
| Information technology infrastructure | 5 | 6 | 11 | 11 |
| Litigation and settlement related expenses(a) | — | 1 | — | 26 |
| Environmental remediation and restoration costs | 5 | — | 9 | 3 |
| Exploration expense | — | — | 27 | 1 |
| All other | 14 | 1 | 32 | 19 |
| Other operating expenses, net | $43 | $29 | $157 | $127 |
(a)See Part I, Item 1 – Financial Statements, Note 5 Lawsuits, Claims, Commitments and Contingenciesfor more information on a $25 million payment we made to CalGEM during the nine months ended September 30, 2025.
NOTE 14 SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosures to our condensed consolidated statements of cash flows are presented below:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in millions) · (in millions) | ||||
| Supplemental cash flow information | ||||
| Interest paid, net of amounts capitalized | $39 | $2 | $56 | $47 |
| Income taxes paid | $— | $6 | $16 | $45 |
| Interest income | $— | $1 | $1 | $6 |
| Supplemental disclosure of non-cash investing and financing activities | ||||
| Contributions to the Carbon TerraVault JV | $1 | $11 | $2 | $26 |
| Issuance of shares for stock-based compensation awards | $— | $2 | $23 | $23 |
| Dividend equivalents for stock-based compensation awards | $— | $1 | $2 | $2 |
| Excise tax on share repurchases | $1 | $— | $1 | $2 |
NOTE 15 CONDENSED CONSOLIDATING FINANCIAL INFORMATION
We have designated certain of our subsidiaries as Unrestricted Subsidiaries under the 2034 Senior Notes Indenture and the 2035 Senior Notes Indenture. Unrestricted Subsidiaries (as defined in the 2034 Senior Notes Indenture and the 2035 Senior Notes Indenture) are subject to fewer restrictions under the indentures. We are required under the 2034 Senior Notes Indenture and the 2035 Senior Notes Indenture to present the financial condition and results of operations of CRC and its Restricted Subsidiaries (as defined in the 2034 Senior Notes Indenture and the 2035 Senior Notes Indenture) separate from the financial condition and results of operations of its Unrestricted Subsidiaries. The following condensed consolidating balance sheets as of September 30, 2026 and December 31, 2025 and the condensed consolidating statements of operations for the three and nine months ended September 30, 2026 and 2025, as applicable, reflect the condensed consolidating financial information of CRC (Parent), our combined Unrestricted Subsidiaries, our combined Restricted Subsidiaries and the elimination entries necessary to arrive at the information for the Company on a consolidated basis. The financial information may not necessarily be indicative of the financial condition and results of operations had the Unrestricted Subsidiaries operated as independent entities. In 2026, we adjusted the Unrestricted Subsidiaries under the 2034 Senior Notes Indenture. The Unrestricted Subsidiaries and Restricted Subsidiaries for prior periods have not been conformed to the current presentation.
Condensed Consolidating Balance Sheets
As of September 30, 2026 and December 31, 2025
| As of September 30, 2026 | |||||
|---|---|---|---|---|---|
| Parent | Combined Unrestricted Subsidiaries | Combined Restricted Subsidiaries | Eliminations | Consolidated | |
| (in millions) | |||||
| Total current assets | $125 | $31 | $664 | $— | $820 |
| Total property, plant and equipment, net | 42 | 395 | 5,538 | — | 5,975 |
| Investments in consolidated subsidiaries | 4,869 | (60) | 2,594 | (7,403) | — |
| Deferred tax asset | 134 | — | — | — | 134 |
| Investment in unconsolidated subsidiaries | — | 55 | 43 | — | 98 |
| Other assets | 37 | 34 | 217 | — | 288 |
| TOTAL ASSETS | $5,207 | $455 | $9,056 | $(7,403) | $7,315 |
| Total current liabilities | 184 | 9 | 1,429 | — | 1,622 |
| Long-term debt | 1,281 | — | — | — | 1,281 |
| Fair value of derivative contracts | — | — | 140 | — | 140 |
| Asset retirement obligations | — | — | 888 | — | 888 |
| Other long-term liabilities | 104 | 135 | 114 | — | 353 |
| Deferred tax liability | 6 | — | — | — | 6 |
| Amounts due to (from) affiliates | 607 | 57 | (664) | — | — |
| Total equity | 3,025 | 254 | 7,149 | (7,403) | 3,025 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $5,207 | $455 | $9,056 | $(7,403) | $7,315 |
| As of December 31, 2025 | |||||
|---|---|---|---|---|---|
| Parent | Combined Unrestricted Subsidiaries | Combined Restricted Subsidiaries | Eliminations | Consolidated | |
| (in millions) | |||||
| Total current assets | $203 | $20 | $715 | $— | $938 |
| Total property, plant and equipment, net | 27 | 21 | 5,857 | — | 5,905 |
| Investments in consolidated subsidiaries | 6,579 | (51) | 18,099 | (24,627) | — |
| Deferred tax asset | 76 | — | — | — | 76 |
| Investment in unconsolidated subsidiary | — | 57 | 54 | — | 111 |
| Other assets | 22 | 31 | 320 | — | 373 |
| TOTAL ASSETS | $6,907 | $78 | $25,045 | $(24,627) | $7,403 |
| Total current liabilities | 180 | 6 | 864 | — | 1,050 |
| Long-term debt | 1,283 | — | — | — | 1,283 |
| Fair value of derivative contracts | — | — | 17 | — | 17 |
| Asset retirement obligations | — | — | 913 | — | 913 |
| Other long-term liabilities | 110 | 130 | 72 | — | 312 |
| Amounts due to (from) affiliates | 1,508 | 61 | (1,569) | — | — |
| Deferred tax liability | 154 | — | — | — | 154 |
| Total equity | 3,674 | (120) | 24,747 | (24,627) | 3,674 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $6,909 | $77 | $25,044 | $(24,627) | $7,403 |
Condensed Consolidating Statement of Operations
| Three months ended September 30, 2026 | |||||
|---|---|---|---|---|---|
| Parent | Combined Unrestricted Subsidiaries | Combined Restricted Subsidiaries | Eliminations | Consolidated | |
| (in millions) | |||||
| Total operating revenues | $— | $51 | $413 | $(43) | $421 |
| Total costs and other | 93 | 41 | 717 | (23) | 828 |
| Non-operating (loss) income | (22) | (4) | 5 | — | (21) |
| (LOSS) INCOME BEFORE INCOME TAXES | (115) | 6 | (299) | (20) | (428) |
| Income tax benefit | 113 | — | — | — | 113 |
| NET (LOSS) INCOME | $(2) | $6 | $(299) | $(20) | $(315) |
| Three months ended September 30, 2025 | |||||
|---|---|---|---|---|---|
| Parent | Combined Unrestricted Subsidiaries | Combined Restricted Subsidiaries | Eliminations | Consolidated | |
| (in millions) | |||||
| Total operating revenues | $1 | $— | $875 | $(21) | $855 |
| Total costs and other | 90 | 13 | 672 | (19) | 756 |
| Loss on asset divestitures | — | — | (1) | — | (1) |
| Non-operating (loss) income | (22) | (4) | 3 | — | (23) |
| (LOSS) INCOME BEFORE INCOME TAXES | (111) | (17) | 205 | (2) | 75 |
| Income tax provision | (11) | — | — | — | (11) |
| NET (LOSS) INCOME | $(122) | $(17) | $205 | $(2) | $64 |
| Nine months ended September 30, 2026 | |||||
|---|---|---|---|---|---|
| Parent | Combined Unrestricted Subsidiaries | Combined Restricted Subsidiaries | Eliminations | Consolidated | |
| (in millions) | |||||
| Total operating revenues | $3 | $77 | $1,878 | $(121) | $1,837 |
| Total costs and other | 307 | 127 | 2,126 | (116) | 2,444 |
| Non-operating (loss) income | (124) | (12) | 13 | — | (123) |
| (LOSS) INCOME BEFORE INCOME TAXES | (428) | (62) | (235) | (5) | (730) |
| Income tax benefit | 218 | — | — | — | 218 |
| NET (LOSS) INCOME | $(210) | $(62) | $(235) | $(5) | $(512) |
| Nine months ended September 30, 2025 | |||||
|---|---|---|---|---|---|
| Parent | Combined Unrestricted Subsidiaries | Combined Restricted Subsidiaries | Eliminations | Consolidated | |
| (in millions) | |||||
| Total operating revenues | $6 | $— | $2,800 | $(61) | $2,745 |
| Total costs and other | 265 | 47 | 1,940 | (59) | 2,193 |
| Loss on asset divestitures | — | — | (1) | — | (1) |
| Non-operating (loss) income | (70) | (11) | 9 | — | (72) |
| (LOSS) INCOME BEFORE INCOME TAXES | (329) | (58) | 868 | (2) | 479 |
| Income tax provision | (128) | — | — | — | (128) |
| NET (LOSS) INCOME | $(457) | $(58) | $868 | $(2) | $351 |
NOTE 16 SUBSEQUENT EVENTS
Dividend
On November 2, 2026, our Board of Directors amended our cash dividend policy to increase the anticipated total annual dividend by approximately 4% to $1.68, payable to shareholders in quarterly increments of $0.42 per share of common stock. The actual declaration of future cash dividends, and the establishment of record and payment dates, are subject to final determination by our Board of Directors each quarter after reviewing our financial performance and position.
On November 2, 2026, our Board of Directors declared a quarterly cash dividend of $0.42 per share of common stock. The dividend is payable to shareholders of record at the close of business on December 4, 2026 and is expected to be paid on December 18, 2026.
Tenth Amendment to Revolving Credit Facility
In October 2026, we entered into the tenth amendment to our Revolving Credit Facility to, among other things, extend the maturity date to March 2030, increase the elected commitments of our lenders to $1.47 billion, re-affirm our borrowing base at $1.5 billion, and implement certain other technical amendments.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.