SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2016March 31, 2017
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ___________
 
Commission file number 001-36478
_____________________
California Resources Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
46-5670947
(I.R.S. Employer
Identification No.)
   
9200 Oakdale Avenue, Suite 900
Los Angeles, California
(Address of principal executive offices)
 
91311
(Zip Code)
 
(888) 848-4754
(Registrant’s telephone number, including area code)
_____________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     þ Yes   ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    þ Yes   ¨ No
   
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act):
Large Accelerated Filer þ¨   Accelerated Filer ¨þ   Non-Accelerated Filer ¨   Smaller Reporting Company ¨
Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    ¨ Yes   þ No
Shares of common stock outstanding as of September 30, 2016March 31, 201741,217,17542,592,983


California Resources Corporation and Subsidiaries

Table of Contents
 Page
Part I
  
Item 1Financial Statements (unaudited)
 Consolidated Condensed Balance Sheets
 Consolidated Condensed Statements of Operations
 Consolidated Condensed Statements of Comprehensive Income
 Consolidated Condensed Statements of Cash Flows
 Notes to Consolidated Condensed Financial Statements
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations
 General
 Business Environment and Industry Outlook
 Seasonality
 Operations
 Fixed and Variable Costs
 FinancialProduction and Operating ResultsPrices
 Balance Sheet Analysis
 Statement of Operations Analysis
 Liquidity and Capital Resources
 Cash Flow Analysis
 20162017 Capital Program
 Lawsuits, Claims, Contingencies and Commitments
 Significant Accounting and Disclosure Changes
 Safe Harbor Statement Regarding Outlook and Forward-Looking Information
Item 3Quantitative and Qualitative Disclosures About Market Risk
Item 4Controls and Procedures
   
Part II  
Item 1Legal Proceedings
Item 1ARisk Factors
Item 5Other Disclosures
Item 6Exhibits






PART I    FINANCIAL INFORMATION
 

Item 1.
Financial Statements (unaudited)

CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
As of September 30, 2016March 31, 2017 and December 31, 20152016
(in millions)millions, except share data)
September 30, December 31,March 31, December 31,
2016 20152017 2016
      
CURRENT ASSETS      
      
Cash and cash equivalents$10
 $12
$50
 $12
Trade receivables, net202
 200
212
 232
Inventories61
 58
57
 58
Other current assets83
 168
Other current assets, net90
 123
Total current assets356
 438
409
 425
      
PROPERTY, PLANT AND EQUIPMENT20,905
 20,996
20,963
 20,915
Accumulated depreciation, depletion and amortization(14,952) (14,684)(15,170) (15,030)
Total property, plant and equipment5,953
 6,312
5,793
 5,885
      
OTHER ASSETS23
 303
35
 44
      
TOTAL ASSETS$6,332
 $7,053
$6,237
 $6,354
   
CURRENT LIABILITIES      
      
Current maturities of long-term debt$74
 $100
$100
 $100
Accounts payable205
 257
238
 219
Accrued liabilities379
 222
350
 407
Current income taxes
 26
Total current liabilities658
 605
688
 726
      
LONG-TERM DEBT - PRINCIPAL AMOUNT5,173
 6,043
5,021
 5,168
      
DEFERRED GAIN AND ISSUANCE COSTS, NET410
 491
382
 397
      
OTHER LONG-TERM LIABILITIES584
 830
593
 620
      
EQUITY      
      
Preferred stock (20 million shares authorized at $0.01 par value) no shares outstanding at September 30, 2016 and December 31, 2015
 
Common stock (200 million shares authorized at $0.01 par value) outstanding shares (September 30, 2016 - 41,217,175 and December 31, 2015 - 38,818,048)
 
Preferred stock (20 million shares authorized at $0.01 par value) no shares outstanding at March 31, 2017 and December 31, 2016
 
Common stock (200 million shares authorized at $0.01 par value) outstanding shares (March 31, 2017 - 42,592,983 and December 31, 2016 - 42,542,637)
 
Additional paid-in capital4,841
 4,782
4,867
 4,861
Accumulated deficit(5,327) (5,683)(5,351) (5,404)
Accumulated other comprehensive loss(7) (15)(11) (14)
      
Total equity attributable to common stock(495) (557)
Noncontrolling interest48
 
Total equity(493) (916)(447) (557)
      
TOTAL LIABILITIES AND EQUITY$6,332
 $7,053
$6,237
 $6,354
   

The accompanying notes are an integral part of these consolidated condensed financial statements.

2





CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
For the three and nine months ended September 30,March 31, 2017 and 2016 and 2015
(in millions, except per share amounts)data)

Three months ended
September 30,
 Nine months ended
September 30,
Three months ended
March 31,
2016 2015 2016 20152017 2016
REVENUES AND OTHER          
Oil and natural gas net sales$424
 $520
 $1,157
 $1,687
Net derivative (losses) gains(14) 68
 (157) 50
Oil and gas net sales$487
 $329
Net derivative gains (losses)73
 (25)
Other revenue46
 38
 95
 100
30
 18
Total revenues and other456
 626
 1,095
 1,837
590
 322
          
COSTS AND OTHER          
Production costs211
 246
 583
 730
211
 184
General and administrative expenses58
 129

186
 290
67
 67
Depreciation, depletion and amortization137
 253
 422
 757
140
 147
Taxes other than on income37
 42
 118
 150
33
 39
Exploration expense3
 5
 13
 29
6
 5
Interest and debt expense, net95
 82
 243
 244
Other expenses, net29
 23
 45
 74
22
 23
Total costs and other570
 780
 1,610
 2,274
479
 465
          
Net gain on early extinguishment of debt660
 
 793
 
OPERATING INCOME (LOSS)111
 (143)
          
NON-OPERATING INCOME (LOSS)   
Interest and debt expense, net(84) (74)
Net gains on early extinguishment of debt4
 89
Gains on asset divestitures21
 
INCOME (LOSS) BEFORE INCOME TAXES546
 (154) 278
 (437)52
 (128)
Income tax benefit
 50
 78
 165

 78
NET INCOME (LOSS)$546
 $(104) $356
 $(272)52
 (50)
Net (income) loss attributable to noncontrolling interest1
 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK$53
 $(50)
          
Net income (loss) per share of common stock       
Earnings (loss) per share of common stock   
Basic$13.45
 $(2.72) $8.97
 $(7.10)$1.23
 $(1.30)
Diluted$13.06
 $(2.72) $8.79
 $(7.10)$1.22
 $(1.30)
       
Dividends per common share$
 $0.01
 $
 $0.03

The accompanying notes are an integral part of these consolidated condensed financial statements.

3





CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Comprehensive Income
For the three and nine months ended September 30,March 31, 2017 and 2016 and 2015
(in millions)

 Three months ended
September 30,
 Nine months ended
September 30,
 2016 2015 2016 2015
Net income (loss)$546
 $(104) $356
 $(272)
Other comprehensive income (loss) items:       
Pension and postretirement losses (a)

 (4) 
 (7)
Reclassification to income of realized losses on pension and postretirement (b)
2
 6
 8
 11
Other comprehensive income (loss), net of tax2
 2
 8
 4
Comprehensive income (loss)$548
 $(102) $364
 $(268)

 Three months ended
March 31,
 2017 2016
Net income (loss)$52
 $(50)
Net (income) loss attributable to noncontrolling interest1
 
Other comprehensive income items:   
Reclassification to income of realized losses on pension and postretirement(a)
3
 3
Total other comprehensive income, net of tax3
 3
Comprehensive income (loss) attributable to common stock$56
 $(47)
(a)No associated tax for the three and nine months ended September 30,March 31, 2017 and 2016. Net of tax of $3 million and $5 million for the three and nine months ended September 30, 2015. See Note 9,10, Retirement and Postretirement Benefit Plans, for additional information.
(b)No associated tax for the three and nine months ended September 30, 2016. Net of tax of $(4) million and $(7) million for the three and nine months ended September 30, 2015, respectively. See Note 9, Retirement and Postretirement Benefit Plans, for additional information.


The accompanying notes are an integral part of these consolidated condensed financial statements.

4





CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
For the ninethree months ended September 30,March 31, 2017 and 2016 and 2015
(in millions)
Nine months ended
September 30,
Three months ended
March 31,
2016 20152017 2016
CASH FLOW FROM OPERATING ACTIVITIES      
Net income (loss)$356
 $(272)$52
 $(50)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
      
Depreciation, depletion and amortization422
 757
140
 147
Deferred income tax benefit(78) (165)
 (78)
Net derivative losses (gains)157
 (50)
Proceeds from settled derivatives86
 17
Net gain on early extinguishment of debt(793) 
Net derivative (gains) losses(73) 25
Net (payments) proceeds on settled derivatives(1) 56
Net gains on early extinguishment of debt(4) (89)
Deferred gain and issuance costs amortization(53) 
(12) (15)
Other non-cash (gains) losses in income, net53
 126
Gains on asset divestitures(21) 
Other non-cash losses in income, net9
 21
Dry hole expenses
 9
1
 
Changes in operating assets and liabilities, net(5) (10)42
 98
Net cash provided by operating activities145
 412
133
 115
      
CASH FLOW FROM INVESTING ACTIVITIES      
Capital investments(45) (323)(50) (21)
Changes in capital investment accruals(5) (202)17
 (7)
Asset divestitures19
 
33
 
Acquisitions and other
 (17)
 (1)
Net cash used by investing activities(31) (542)
 (29)
      
CASH FLOW FROM FINANCING ACTIVITIES      
Proceeds from revolving credit facility1,761
 1,345
221
 361
Repayments of revolving credit facility(1,728) (1,224)(299) (405)
Issuance of term loan990
 
Payments on long-term debt(329) 
Debt repurchase and amendment costs(814) 
Payments on first-lien first-out term loan(41) (25)
Debt repurchases(24) (13)
Debt transaction costs(2) (7)
Contribution from noncontrolling interest, net49
 
Issuance of common stock4
 7
1
 1
Cash dividends paid
 (8)
Net cash (used) provided by financing activities(116) 120
Decrease in cash and cash equivalents(2) (10)
Net cash used by financing activities(95) (88)
Increase (decrease) in cash and cash equivalents38
 (2)
Cash and cash equivalents—beginning of period12
 14
12
 12
Cash and cash equivalents—end of period$10
 $4
$50
 $10

The accompanying notes are an integral part of these consolidated condensed financial statements.

5





CALIFORNIA RESOURCES CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
September 30, 2016March 31, 2017

NOTE 1    THE SPIN-OFF AND BASIS OF PRESENTATION

The Separation and Spin-off

We are an independent oil and natural gas exploration and production company operating properties exclusively within the State of California. We were incorporated in Delaware as a wholly owned subsidiary of Occidental Petroleum Corporation (Occidental) on April 23, 2014, and remained a wholly owned subsidiary of Occidental until November 30, 2014. Prior to November 30, 2014, all material existing assets, operations and liabilities of Occidental's California business were consolidated under us. On November 30, 2014, Occidental distributed shares of our common stock on a pro ratapro-rata basis to Occidental stockholders and we became an independent, publicly traded company (the Spin-off). Occidental initially retained approximately 18.5% of our outstanding shares of common stock, which it distributed to Occidental stockholders on March 24, 2016.

Except when the context otherwise requires or where otherwise indicated, (1) all references to ‘‘CRC,’’ the ‘‘Company,company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to California Resources Corporation and its subsidiaries or the California business, (2) all references to the ‘‘California business’’ refer to Occidental’s California oil and gas exploration and production operations and related assets, liabilities and obligations, which we have assumed in connection with the Spin-off, and (3) all references to ‘‘Occidental’’ refer to Occidental Petroleum Corporation, our former parent, and its subsidiaries.

Basis of Presentation

In the opinion of our management, the accompanying financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present our financial position as of September 30, 2016March 31, 2017 and the statements of operations, comprehensive income, and cash flows for the three and nine months ended September 30,March 31, 2017 and 2016, and 2015, as applicable. We have eliminated all of our significant intercompany transactions and accounts.

During the third quarter of 2016, we reclassified prior period gains on debt transactions, net of costs, from other (income) expenses, net, to net gain on early extinguishment of debt. Additionally, we reclassified the current portion of deferred taxes of $59 million as of December 31, 2015 from other current assets to other assets, in accordance with the retrospective application of recently issued accounting rules.

We have prepared this report pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission applicable to interim financial information, which permit 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 not misleading. This Form 10-Q should be read in conjunction with the consolidated and combined financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Certain prior year amounts have been reclassified to conform to the 2017 presentation. We reclassified net derivative gains (losses) out of other revenue to its own line item. Prior period gains (losses) on debt transactions were reclassified from other expenses, net to net gains on early extinguishment of debt. Also, debt repurchase and amendment costs were separated into debt repurchases and debt transaction costs on the statements of cash flows.

We completed a reverse stock split on May 31, 2016, using a ratio of one share of common stock for every ten shares then outstanding. Share and per share amounts included in this report have been restated to reflect this reverse stock split.

NOTE 2ACCOUNTING AND DISCLOSURE CHANGES

Recently Issued Accounting and Disclosure Changes

In August 2016,January 2017, the Financial Accounting Standards Board (FASB) issued new rules that modify how certain cash receiptschanged the definition of a business to assist entities with evaluating when a set of transferred assets and cash payments are presented and classified in the statement of cash flows. Theseactivities is a business. The rules are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with earlier adoption permitted. We are currently evaluating the impact of these rules on our financial statements.
In June 2016, the FASB issued rules that change how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value. These rules are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluatingdo not expect the impactadoption of these rules on our financial statements.
In April 2016, the FASB issued rules requiring that entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, in March 2016, the FASB issued rules intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and whether an entity reports revenue onhave a gross or net basis. These rules have the same effective date, generally in the first interim period of fiscal year 2018, as the related revenue standard issued in 2014. We are currently evaluating thesignificant impact of these rules on our financial statements.



In March 2016,2017, the FASB simplified several aspectsissued rules requiring employers that sponsor defined benefit plans for pensions and postretirement benefits to present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Employers will present the other components of the accounting for employee share-based payment transactions, includingnet periodic benefit cost separately from the accounting for income taxes, forfeitures,line item that includes the service cost and statutory tax withholding requirements, as well as classification in the statementoutside of cash flows. Theseany subtotal of operating income. The rules are effective for fiscal years beginning after December 15, 2016,2017, including interim periods within those fiscal years, with early adoption permitted. We early adopted these rules indo not expect the second quarter of 2016 with no material changes reflected in our financial statements.

In February 2016, the FASB issued rules requiring lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months and to include qualitative and quantitative disclosures with respect to the amount, timing, and uncertainty of cash flows arising from leases. These rules will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. We are currently evaluating the impactadoption of these rules on our financial statements.

In January 2016, the FASB issued rules that modify how entities measure equity investments and present changes in the fair value of financial liabilities. Unless the investments qualify for a practicality exception, the new rules require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). Entities will have to record changes in instrument-specific credit risk for financial liabilities measured under the fair value option in other comprehensive income. These new rules become effective for fiscal years beginning after December 15, 2017 with no early adoption permitted. We are currently evaluating the impact of these rules, but we do not expect them to have a significant impact on our financial statements.

Recently Adopted Accounting and Disclosure Changes

In July 2015, the FASB issued rules requiring entities to measure inventory at the lower of cost or net
realizable value. We adopted these rules in the first quarter of 2017 with no changes to our financial statements.

NOTE 3OTHER INFORMATION

Other current assets, net at September 30, 2016March 31, 2017 and December 31, 20152016 included amounts due from joint interest partners, net, of approximately $36$42 million and $42$51 million and derivative assets from commodities contracts of $25$34 million and $88$39 million, respectively.

Other assetsAccrued liabilities at March 31, 2017 and December 31, 2015 included deferred tax assets of approximately $258 million (none at September 30, 2016).

Accrued liabilities2016 reflected greenhouse gas obligations of $86$94 million and $6$89 million, at September 30, 2016 and December 31, 2015, respectively; accrued interest of $67$77 million and $39$25 million, at September 30, 2016accrued employee-related costs of $44 million and December 31, 2015$91 million and derivative liabilities from commodities contracts of $64$39 million at September 30, 2016 (none at December 31, 2015).and $103 million, respectively.

Other long-term liabilities included asset retirement obligations of $332$402 million and $343$397 million at September 30, 2016March 31, 2017 and December 31, 2015,2016, respectively.

Other revenue largely comprised sales of the portion of electricity generated by our power plant that is sold to third parties, and the related costs are included in other expenses. In the nine months ended September 30, 2016, other expenses also included a $31 million of gain from the sale of non-core assets.

Fair Value of Financial Instruments

The carrying amounts of cash and other on-balance sheet financial instruments, other than debt, approximate fair value.

Supplemental Cash Flow Information

We did not make United StatesU.S. federal and state income tax payments during the nine-monththree-month periods ended September 30, 2016March 31, 2017 and 2015.2016. Interest paid totaled approximately $244$44 million and $248$48 million for the ninethree months ended September 30,March 31, 2017 and 2016, and 2015, respectively.


Reverse Stock Split

Our stockholders approved a reverse stock split at the Company's annual stockholders’ meeting on May 4, 2016. Following this approval, our board of directors authorized a reverse split using a ratio of one share of common stock for every ten shares then outstanding. The split occurred on May 31, 2016 with trading on a post-split basis commencing the following day. Share and per share amounts included in this report have been restated to reflect this reverse stock split.

The split proportionally decreased the number of authorized shares of common stock from 2.0 billion shares to 200 million shares and preferred stock from 200 million to 20 million shares. The compensation committee of our board approved proportionate adjustments to the number of shares outstanding and available for issuance under our stock-based compensation plans and to the exercise price, grant price or purchase price relating to any award under the plans, using the same reverse split ratio, pursuant to existing authority granted to the committee under the plans.

NOTE 4    INVENTORIES

Inventories as of September 30, 2016March 31, 2017 and December 31, 2015,2016 consisted of the following:
September 30,
2016
 
December 31,
2015
March 31,
 2017
 
December 31,
2016
(in millions)(in millions)
Materials and supplies$57
 $55
$54
 $55
Finished goods4
 3
3
 3
Total$61
 $58
$57
 $58



NOTE 5     DEBT

Debt as of September 30, 2016March 31, 2017 and December 31, 2015,2016 consisted of the following:
September 30,
2016
 
December 31,
2015
March 31,
 2017
 
December 31,
 2016
(in millions)(in millions)
2014 First Out Credit Facilities (Secured First Lien)   
2014 First-Out Credit Facilities (Secured First Lien)   
Revolving Credit Facility$772
 $739
$769
 $847
Term Loan Facility671
 1,000
609
 650
2016 Second Out Credit Agreement (Secured First Lien)1,000
 
2016 Second-Out Credit Agreement (Secured First Lien)1,000
 1,000
Senior Notes (Secured Second Lien)      
8% Notes Due 20222,250
 2,250
2,250
 2,250
Senior Unsecured Notes      
5% Notes Due 2020193
 433
165
 193
5 ½% Notes Due 2021149
 829
135
 135
6% Notes Due 2024212
 892
193
 193
Total Debt - Principal Amount5,247
 6,143
5,121
 5,268
Less Current Maturities of Long-Term Debt(74) (100)(100) (100)
Long-Term Debt - Principal Amount$5,173
 $6,043
$5,021
 $5,168

At September 30,March 31, 2017, deferred gain and issuance costs were $382 million net, consisting of $471 million of deferred gains offset by $89 million of deferred issuance costs and original issue discounts. The December 31, 2016 deferred gain and issuance costs were $410$397 million net, consisting of $507$489 million of deferred gains offset by $97$92 million of deferred issuance costs. The December 31, 2015 deferred gaincosts and issuance costs were $491 million net, consisting of $560 million of deferred gains offset by $69 million of deferred issuance costs.


original issue discounts.

Credit Facilities

2014 First-Out Credit Facilities

Our first lien, first outfirst-lien, first-out credit facilityfacilities (2014 First OutFirst-Out Credit Facilities) comprisescomprise (i) a $671$609 million senior term loan facility (the Term Loan Facility) and (ii) a $1.4 billion senior revolving loan facility (the Revolving Credit Facility). We are permitted to increase the size of the Revolving Credit Facility by up to $250 million if we obtain additional commitments from new or existing lenders. The facility maturesRevolving Credit Facility includes a sub-limit of $400 million for the issuance of letters of credit. Our credit limit under the 2014 First-Out Credit Facilities is $2.01 billion. Borrowings under these facilities are also subject to a borrowing base, which was reaffirmed at $2.3 billion as of May 1, 2017.

The 2014 First–Out Credit Facilities mature at the earlier of November 2019 and the 182nd182nd day prior to the maturity of our 5% senior unsecured notes due January 15, 2020 (the 2020 notes), to the extent that more than $100 million of such notes remain outstanding at such date. As of September 30, 2016, we had $193 million in aggregate principal amount of outstanding 2020 notes. The Revolving Credit Facility includes a sub-limit of $400 million for the issuance of letters of credit.

As of March 31, 2017 and December 31, 2016, we had outstanding borrowings of $769 million and $847 million under our Revolving Credit Facility, and $609 million and $650 million under the Term Loan Facility, respectively. In each of the quarters ended March 31, 2017 and 2016, we made a $25 million scheduled quarterly payment on the Term Loan Facility. Additionally, in February 2016,2017, we made a $16 million Term Loan Facility prepayment from the proceeds of non-core asset sales.

In February 2017, we amended the 2014 First OutFirst-Out Credit Facilities to change certain of our financial and other covenants. We again amended this agreement in April 2016 to facilitate certain types of deleveragingadditional joint venture transactions and in August 2016 to further change certain ofnote repurchases, eliminate our covenants, grant additional collateral to our lenderscapital expenditure restriction and permit the incurrence of debt underadopt a new first-lien, second-out term loan credit facility (2016 Second Out Credit Agreement). Borrowings under the 2014 First Out Credit Facility are subject to a borrowing base that was reaffirmed at $2.3 billion as of November 2016. minimum liquidity covenant.

We have granted the lenders under the 2014 First OutFirst-Out Credit Facilities a first-priority lien in a substantial majority of our assets, including our Elk Hills power plant and midstream assets. We also granted a lien in the same assets to the lenders under our 2016 Second Outfirst-lien, second-out term loan credit facility (2016 Second-Out Credit AgreementAgreement) and the holders of our 8% senior second lien secured second-lien notes due in 2022.December 15, 2022 (2022 notes).

As of September 30, 2016 and December 31, 2015, we had outstanding borrowings under our Revolving Credit Facility of $772 million and $739 million, respectively, and outstanding borrowings of $671 million and $1 billion under the Term Loan Facility, respectively. We made scheduled quarterly payments on the Term Loan Facility during the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, an $11 million prepayment from the proceeds of non-core asset sales in the quarter ended June 30, 2016 and a $250 million prepayment from proceeds of the 2016 Second Out Credit Agreement.

Borrowings under the 2014 First OutFirst-Out Credit Facilities bear interest, at our election, at either a LIBOR rate or an alternate base rate (ABR) (equal to the greatesthighest of (i) the administrative agent’s prime rate, (ii) the one-month LIBOR rate plus 1.00% and (iii) the federal funds effective rate plus 0.50%, (ii) the administrative agent’s prime rate and (iii) the one-month LIBOR rate plus 1.00%), in each case plus an applicable margin. This applicable margin is based, while our total leverage ratio exceeds 3.00:1.00, on our borrowing base utilization and will vary from (a) in the case of LIBOR loans, 2.50% to 3.50% and (b) in the case of ABR loans, 1.50% to 2.50%. The unused portion of the Revolving Credit Facility commitments as limited by the borrowing base, is subject to a commitment fee equal to 0.50% per annum. We also pay customary fees and expenses under the 2014 First OutFirst-Out Credit Facilities. Interest on ABR loans is payable quarterly in arrears.  Interest on LIBOR loans is payable at the end of each LIBOR period, but not less than quarterly.

Our financial performance covenants under the 2014 First OutFirst-Out Credit Facilities require that (i) the ratio of our first priority, first outfirst-lien, first-out secured debt to trailing four quarter EBITDAX (the First-Lien First-Out Leverage Ratio) not exceed 3.50 to 1.00 at any quarter end through the quarter endingMarch 31 and June 30, 2017 and 3.25 to 1.00 for the quarters endingat September 30 and December 31, 2017 and (ii) the total interest expense coverage ratio at each quarter end not be less than 1.20 to 1.00 at any quarter end through the quarter ending December 31, 2017. StartingBeginning with the end of the first quarter of 2018, the First-Lien First-Out Leverage Ratio may not exceed 2.25 to 1.00 and the total interest expense coverage ratio may not be less than 2.00 to 1.00. The covenants also include a newrequirement that our first-lien asset coverage ratio ofmust be at least 1.20 to 1.00 as of anyeach June 30 and December 31 beginning Decemberand a requirement that minimum monthly liquidity be not less than $250 million as of the last day of any calendar month. As of March 31, 2016, which is consistent with a covenant included in2017, we had approximately $500 million of available borrowing capacity, subject to the 2016 Second Out Credit Agreement described below.minimum liquidity requirement.



Our 2014 First Out Credit Facilities require us toWe must generally apply 100% of the net cash proceeds from asset sales (other than permitted development joint ventures) to repay loans outstanding under the 2014 First OutFirst-Out Credit Facilities, except that we are permitted to use up to 40% (or, if our leverage ratio is less than 4:00 to 1:00, 60%)50% of net cash proceeds from non-borrowing base asset sales or monetizations (i) to repurchase our notes to the extent available at a significant minimum discount to par, as specified in the 2014 First Out Credit Facilities.facilities, (ii) to purchase up to $140 million of certain of our unsecured notes at a discount, (iii) for general corporate purposes or (iv) for oil and gas expenditures. At least 75% of asset sale proceeds must be in cash (50% for sales of non-borrowing base assets unless our leverage ratio is less than 4:00 to 1:00 at which time the requirement falls to 40%), other than permitted development joint ventures and certain other transactions. The 2014 First OutFirst-Out Credit Facilities also permit us to incur up to an additional $50 million of non-credit-facilitynon-facility indebtedness, which may be secured by non-borrowing base assets, subject to compliance with our financial covenants and indentures;indentures, the proceeds of which must be applied to repay the Term Loan Facility. We must apply cash on hand in excess of $150 million daily to repay amounts outstanding under our Revolving Credit Facility. Further, we are restricted from (i) paying dividends or making other distributions to common stockholders and (ii) making capital investments in excess of $125 million during 2016 or in excess of $200 million during 2017 with a carryover of unused 2016 amounts. The amount permitted to be invested can be increased dollar-for-dollar at any time after June 30, 2017 by the lesser of (a) $50 million and (b) the positive difference between (i) a measure of our liquidity as of June 30, 2017 and (ii) the sum of $500 million and net cash proceeds obtained from non-borrowing base asset dispositions.stockholders.

Our borrowing base under the 2014 First OutFirst-Out Credit Facilities is redetermined each May 1 and November 1. The borrowing base will beis based upon a number of factors, including commodity prices and reserves. Increases in our borrowing base require approval of at least 80% of our revolving lenders, as measured by exposure, while decreases or affirmations require a two-thirds approval. We and the lenders (requiring a request from the lenders holding two-thirds of the revolving commitments and outstanding loans) each may request a special redetermination once in any period between three consecutive scheduled redeterminations. We will be permitted to have collateral released when both (i) our credit ratings are at least Baa3 from Moody's and BBB- from S&P, in each case with a stable or better outlook, and (ii) certain permitted liens securing other debt are released.

Substantially all of the restrictions imposed by the February 2016 amendment to the 2014 First OutSecond-Out Credit Facilities, other than the requirement for semiannual borrowing base redeterminations, may terminate in the future if we are able to comply with the financial covenants as they existed prior to giving effect to the amendment.Agreement

In August 2016, we entered into a $1 billion 2016 Second-Out Credit Agreement. The net borrowings under the 2016 Second OutSecond-Out Credit Agreement were used to (i) prepay $250 million of the Term Loan Facility and (ii) reduce our Revolving Credit Facility by $740 million. The proceeds received were net of a $10 million original issue discount. The term loans bearloan under the 2016 Second-Out Credit Agreement bears interest at a floating rate per annum equal to 10.375%LIBOR plus LIBOR,10.375%, subject to a 1.00% LIBOR floor, determined for the applicable interest period (or ABR rates plus 9.375% in certain circumstances). Interest on ABR loans is payable quarterly in arrears. Interest on LIBOR loans is payable at the end of each LIBOR period, but not less than quarterly. Interest on ABR loans is payable quarterly in arrears.



The 2016 Second–Out Credit Agreement matures at the earlier of December 2021 and the 91st day prior to maturity of the 2020 notes and 5 ½% senior unsecured notes due September 15, 2021 (2021 notes) if the outstanding principal amount of either series exceeds $100 million prior to its respective maturity date. As of March 31, 2017, we had $165 million and $135 million in aggregate principal amount of outstanding 2020 notes and 2021 notes, respectively.

The 2016 Second OutSecond-Out Credit Agreement is secured by a security interest in the same collateral used to secure the 2014 First OutFirst-Out Credit Facilities, but, under intercreditor arrangements with ourthe 2014 First OutFirst-Out Credit Facilities lenders, are second in collateral recovery behind such lenders. Prepayment of the 2016 Second OutSecond-Out Credit Agreement is subject to a make-whole premium prior to the third anniversary of closing and a premium to par equal to 50% of coupon between the third anniversary and the fourth anniversary. Following the fourth anniversary, we may redeem at par. The 2016 Second Out Credit Agreement matures onAt both March 31, 2017 and December 31, 2021, but if the aggregate principal amount outstanding of either our 2020 Notes or our 5½% senior unsecured notes due September 15, 2021 (the 2021 Notes) exceeds $100 million 91 days prior to their respective maturity dates, the maturity date of the term loans will accelerate to such prior 91st day. As of September 30, 2016, we had $193 million and $149 million in aggregate principal amount of$1 billion outstanding 2020 notes and 2021 notes, respectively.under the 2016 Second-Out Credit Agreement.

The 2016 Second OutSecond-Out Credit Agreement provides for customary covenants and events of default consistent with, or generally less restrictive than, the covenants in ourthe 2014 First OutFirst-Out Credit Facilities, including limitations on additional indebtedness, liens, asset dispositions, investments and restricted payments and other negative covenants, in each case subject to certain limitations and exceptions. Additionally, the 2016 Second OutSecond-Out Credit Agreement requires us to maintain a first-lien asset coverage ratio of 1.20 to 1.00 as of any June 30 and December 31, beginning December 31, 2016, consistent with the 2014 First OutFirst-Out Credit Facilities.

All obligations under the 2014 First Out Credit Facilities and the 2016 Second Out Credit Agreement (Credit Facilities) are guaranteed jointly and severally by all of our material wholly owned subsidiaries. The assets and liabilities of subsidiaries not guaranteeing the debt are de minimis.

At September 30, 2016, we were in compliance with the financial and other covenants under our Credit Facilities.



Senior Notes

In October 2014, we issued $5.00$5 billion in aggregate principal amount of our senior unsecured notes, including $1.00$1 billion of 2020 notes, $1.75 billion of 2021 notes and $2.25 billion of 6% senior unsecured notes due November 15, 2024 (the 2024(2024 notes, and together with the 2020 notes and the 2021 notes,collectively, the unsecured notes). The unsecured notes were issued at par and are fully and unconditionally guaranteed on a senior unsecured basis by all of our material subsidiaries. We used the net proceeds from the issuance of the unsecured notes to make a $4.95 billion cash distribution to Occidental in October 2014.

In December 2015, we exchanged $534 million, $921 million and $1,358 million in aggregate principal amount of the 2020 notes, the 2021 notes, and the 2024 notes, respectively, forissued $2.25 billion in aggregate principal amount of newly issued 8% senior secured second lienour 2022 notes due December 15, 2022 (the 2022 notes).which we exchanged for $2.8 billion of our outstanding unsecured notes. We recorded a deferred gain of approximately $560 million on the debt exchange, which will be amortized using the effective interest rate method over the term of the 2022 notes. Additionally, we incurred approximately $28 million in third-party costs which were fully expensed in 2015. The secondOur 2022 notes are secured on a second-priority basis, subject to the terms of an intercreditor agreement and collateral trust agreement, by a lien on the same collateral used to secure our obligations under ourthe 2014 First-Out Credit Facilities.Facilities and 2016 Second-Out Credit Agreement (collectively, the Credit Facilities).

DuringIn December 2015, we repurchased approximately $33 million in principal amount of the three months ended March 31,2020 notes for $13 million in cash.

In 2016, we repurchased over $100 million in aggregate principal amount$1.5 billion of the seniorour outstanding unsecured notes, for under $13primarily using drawings of $750 million in cash. During the three months ended June 30, 2016, we entered into privately negotiated exchange agreements with a holder ofon our 6% Senior Notes due 2024Revolving Credit Facility and our 5 ½% Senior Notes due 2021 to exchange a total ofcash from operations. We also exchanged approximately 2.13.4 million shares of our common stock on a post-split basis for unsecured notes in thean aggregate principal amount of $80over $100 million.

In August 2016the first quarter of 2017, we repurchased $197 million, $605 million and $613$28 million in aggregate principal amount of our 2020 notes 2021 notes and 2024 notes, respectively, for $750$24 million, resulting in a $660$4 million pre-tax gain, net of related expenses. Additionally, we wrote off approximately $12The first quarter of 2016 included an $89 million of deferred costs related topre-tax gain resulting from the repurchased notes.

In October 2016, we entered into privately negotiated exchange agreements with certain holdersrepurchase of our 6% Senior Notes due 2024 and 5 1/2% Senior Notes due 2021 to exchange a total of 1.3 million shares of our common stock for notes in the aggregate principal amount of $23 million.that quarter.

We will pay interest semiannually in cash in arrears on January 15 and July 15 for the 2020 notes, on March 15 and September 15 for the 2021 notes, on June 15 and December 15 for the 2022 notes and on May 15 and November 15 for the 2024 notes.

The indentures governing the senior unsecured notes and the second lien secured2022 notes each include covenants that, among other things, limit our and our subsidiaries’ ability to incur debt secured by liens. The indentures also restrict our ability to merge or consolidate with, or transfer all or substantially all of our assets to, another entity. These covenants are subject to a number of important qualifications and limitations that are set forth in the indenture. The covenants are not, however, directly linked to measures of our financial performance. In addition, if we experience a “change of control triggering event” (as defined in the indentures) with respect to a series of notes, we will be required, unless we have exercised our right to redeem the notes of such series, to offer to purchase the notes of such series at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest. The indenture governing our second lien securedthe 2022 notes also restricts our ability to sell certain assets and to release collateral from liens securing the second lien secured2022 notes, unless the collateral is released in compliance with ourthe 2014 First-Out Credit Facilities.



We may redeem the unsecured notes prior to their maturity dates, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed plus a make-whole amount and accrued and unpaid interest.

We may redeem the 2022 notes (i) prior to December 15, 2017 from the proceeds of certain equity offerings, in an amount up to 35% of the initial aggregate principal amount of the notes initially issued plus any additional notes issued, at a redemption price equal to 108% of the principal amount redeemed, plus accrued and unpaid interest (ii) prior to December 15, 2018, in whole or in part at a redemption price equal to 100% of the principal amount redeemed plus a make-whole amount and accrued and unpaid interest and (iii) on or after December 15, 2018, in whole or in part at a fixed redemption price during 2018, 2019 and thereafter of 104%, 102% and 100% of the principal amount redeemed, respectively, plus accrued and unpaid interest.

Other

All obligations under the Credit Facilities and the notes are guaranteed both fully and unconditionally and jointly and severally by all of our material wholly owned subsidiaries. The assets and liabilities, results from operations and cash flows of our operating subsidiaries not guaranteeing the debt are de minimis. A joint venture that we entered into with Benefit Street Partners (BSP) was funded in mid-March 2017 and is not a subsidiary guarantor.

The terms and conditions of all of our indebtedness are subject to additional qualifications and limitations that are set forth in the relevant governing documents.

At March 31, 2017, we were in compliance with all the financial and other covenants under our Credit Facilities.

We estimate the fair value of fixed-rate debt, which is classified as Level 1, based on prices from known market transactions for our instruments. The estimated fair value of our debt at September 30, 2016March 31, 2017 and December 31, 2015,2016, including the fair value of the variable rate portion, was approximately $4.3$4.6 billion and $3.6$4.9 billion, respectively, compared to a carrying value of approximately $5.2$5.1 billion and $6.1$5.3 billion. A one-eighth percent change in the variable interest rates on the borrowings under our Credit Facilities on September 30, 2016,March 31, 2017 would result in a $3 million change in annual interest expense.



As of September 30, 2016March 31, 2017 and December 31, 2015,2016, we had letters of credit in the aggregate amount of approximately $127 million and $70 million (including $122 million and $49$130 million under the Revolving Credit Facility), respectively, whichFacility. These letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters.

NOTE 6ACQUISITIONS, DIVESTITURES AND OTHER

In February 2017, we divested non-core assets resulting in $32 million of proceeds and a $21 million gain.

In February 2017, we entered into a joint venture with BSP under which BSP will invest up to $250 million, subject to agreement of the parties, to be used to develop certain of our oil and gas properties in exchange for our contribution of a net profits interest (NPI) in existing and future production from such properties. If BSP receives cash distributions equal to a predetermined threshold return, the NPI reverts to us. BSP contributed its initial commitment of $50 million in the first quarter of 2017. Approximately $47 million remained in cash and cash equivalents at March 31, 2017 and was designated to be used for capital investments related to this joint venture. Our consolidated financial statements reflect this joint venture as a noncontrolling interest.

In April 2017, we entered into a joint venture with Macquarie Infrastructure and Real Assets Inc. (MIRA) under which MIRA will invest up to $300 million, subject to agreement of the parties, to develop certain of our oil and gas properties in exchange for a 90% working interest in the related properties. MIRA will fund 100% of the development cost of such properties. If MIRA receives cash distributions equal to a predetermined threshold return, our working interest reverts to 75%. MIRA initially committed $160 million, which is intended to be invested over two years.



NOTE 67    LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES

We, or certain of our subsidiaries, are involved, in the normal course of business, in lawsuits, environmental and other claims and other contingencies that seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief.

On April 21, 2016, aThe previously disclosed purported class action was filed against us in the United States District Court for the Southern District of New York on behalf of all beneficial owners of our unsecured notes from November 12, 2015relating to the present.  The complaint alleges that our December 2015 debt exchange excluded non-qualified institutional holders in violation of the Trust Indenture Act of 1939 and related law and, thereby, impaired their rights to receive principal and interest payments.  The purported class action seeks declaratory relief that the debt exchange and the liens securing the new notes are null and void and that the debt exchange resultedwas dismissed in a default.  The plaintiff also seeks monetary damages and attorneys’ fees.  The Company plans to vigorously defend against the claims made by the plaintiff.April 2017.

We accrue reserves for currently outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. ReservesReserve balances at September 30, 2016March 31, 2017 and December 31, 20152016 were not material to our 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 accrued on our balance sheet would not be material to our consolidated financial position or results of operations.

We, our subsidiaries, or both, have indemnified various parties against specific liabilities those parties might incur in the future in connection with the Spin-off, purchases and other transactions that they have entered into with us. These indemnities include indemnities made to Occidental against certain tax-related liabilities that may be incurred by Occidental relating to the Spin-off and liabilities related to operation of our business while it was still owned by Occidental. As of September 30, 2016,March 31, 2017, we are not aware of material indemnity claims pending or threatened against the Company.company.

We were contactedare currently under examination by the Internal Revenue Service for examination of our U.S. federal income tax return for the one month ended December 2014. Subsequent taxablepost-Spin-off period in 2014 and calendar year 2015. No significant issues have been raised to date. State returns for these years and state returns remain subject to examination.

NOTE 78    DERIVATIVES

General

We use a variety of derivative instruments to protect our cash flows, margins and capital investment program from the cyclical nature of commodity prices and to improve our ability to comply with the covenants of our credit facility covenantsfacilities in case of further price deterioration. We will continue to be strategic and opportunistic in implementing our hedging program as market conditions permit.

Derivatives are carried at fair value and on a net basis when a legal right of offset exists with the same counterparty. We apply hedge accounting when transactions meet specified criteria for cash-flow hedge treatment and management elects and documents such treatment. Otherwise, we recognize any fair value gains or losses, over the remaining term of the hedge instrument, in earnings in the current period.



As of September 30, 2016,March 31, 2017, we did not have any derivatives designated as hedges. Unless otherwise indicated, we use the term "hedge" to describe derivative instruments that are designed to achieve our hedging program goals, even though they are not necessarily accounted for as cash flowcash-flow or fair valuefair-value hedges. As part of our hedging program, we entered into a number of derivative transactions that resulted in the following Brent-based crude oil and PG&E City Gate-based gas hedge positionscontracts as of September 30, 2016:March 31, 2017:
Q4 2016 FY 2017 FY 2018Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 - Q4 2018 FY 2019 FY 2020
Crude Oil                  
Calls:                  
Barrels per day25,000
 20,500
 21,500
5,600
 10,600
 15,600
 16,200
 15,500
 500
 400
Weighted-average price per barrel$53.62
 $53.11
 $58.21
$55.60
 $56.37
 $56.26
 $58.81
 $58.87
 $60.00
 $60.00
                  
Puts:                  
Barrels per day3,000
 14,300
 
20,600
 17,600
 10,600
 600
 500
 500
 400
Weighted-average price per barrel$50.00
 $48.60
 $
$50.24
 $50.85
 $48.11
 $50.00
 $50.00
 $50.00
 $50.00
                  
Swaps:                  
Barrels per day39,000
 15,000
 
20,000
 25,000
 25,000
 
 
 
 
Weighted-average price per barrel$49.71
 $53.64
 $
$53.98
 $54.99
 $54.99
 $
 $
 $
 $
     
Gas     
Swaps:     
Millions British Thermal Units (MMBTU) per day5,500
 
 
Weighted-average price per MMBTU$3.50
 $
 $
     
Forward Contracts:     
MMBTU per day
 6,200
 
Weighted-average price per MMBTU$
 $3.53
 $
Certain
A small portion of these derivatives are attributable to BSP's noncontrolling interest, including all the 2019 and 2020 positions. Some of our third and fourth quarter 2017 crude oil swaps grant our counterparty acounterparties quarterly optionoptions to increase volumes by up to 10,000 barrels per day for thateach quarter at a weighted-average Brent price of $55.46.

Subsequent Our counterparties also have options to September 30, 2016, we acquired additional hedges bringing our total swaps on ourfurther increase volumes for the second half of 2017 oil productionby up to 20,00010,000 barrels per day withat a weighted-average Brent price of $53.98. We also purchased derivative assets that partially reduced our call exposure on our 2017 production to a total of 15,500 barrels per day with a weighted-average Brent ceiling of $54.17. Additionally, we reduced our Q4 2016 natural gas swaps to 3,800 MMBTU per day at a weighted-average price of $3.49 and our 2017 natural gas forward contracts to 4,700 MMBTU per day at a weighted-average price of $3.53.$60.24.



Fair Value of Derivatives
Our commodity derivatives are measured at fair value using industry-standard models with various inputs, including quoted forward prices, and are all classified as Level 2 in the required fair value hierarchy for the periods presented. The following table presents the fair values (at gross and net) of our outstanding derivatives as of September 30, 2016March 31, 2017 and December 31, 20152016 (in millions):
September 30, 2016March 31, 2017
Balance Sheet Classification Gross Amounts Recognized at Fair Value Gross Amounts Offset in the Balance Sheet Net Fair Value Presented in the Balance SheetBalance Sheet Classification Gross Amounts Recognized at Fair Value Gross Amounts Offset in the Balance Sheet Net Fair Value Presented in the Balance Sheet
Assets            
Commodity ContractsOther current assets $56
 $(31) $25
Other current assets $48
 $(14) $34
Commodity ContractsOther assets 21
 (15) 6
Other assets 9
 
 9
            
Liabilities            
Commodity ContractsAccrued liabilities (85) 31
 (54)Accrued liabilities (53) 14
 (39)
Commodity ContractsOther long-term liabilities (89) 15
 (74)Other long-term liabilities (24) 
 (24)
Total derivatives $(97) $
 $(97) $(20) $
 $(20)

The above table includes amounts related to the noncontrolling interest.
December 31, 2015December 31, 2016
Balance Sheet Classification Gross Amounts Recognized at Fair Value Gross Amounts Offset in the Balance Sheet Net Fair Value Presented in the Balance SheetBalance Sheet Classification Gross Amounts Recognized at Fair Value Gross Amounts Offset in the Balance Sheet Net Fair Value Presented in the Balance Sheet
Assets            
Commodity ContractsOther current assets $87
 $
 $87
Other current assets $88
 $(49) $39
Commodity ContractsOther assets 25
 (6) 19
            
Liabilities            
Commodity ContractsAccrued liabilities (1) 
 (1)Accrued liabilities (152) 49
 (103)
Commodity ContractsOther long-term liabilities (58) 6
 (52)
Total derivatives $86
 $
 $86
 $(97) $
 $(97)

NOTE 89    EARNINGS PER SHARE

We compute basic and diluted earnings per share (EPS) using the two-class method required for participating securities. UndistributedCertain restricted and performance stock awards are considered participating securities when such shares have non-forfeitable dividend rights at the same rate as common stock.

Under the two-class method, undistributed earnings allocated to participating securities are subtracted from net income attributable to common stock in determining net income attributableavailable to common stockholders in any period that we issue dividends. Restricted and performance stock awards are consideredstockholders. In loss periods, no allocation is made to participating securities because holders of such shares have non-forfeitable dividend rightsthey do not share in the event of our declaration of a dividend for common shares.

The denominator oflosses. For basic EPS, is the sum of the weighted-average number of common shares outstanding during the periods presented and vested stock awards that have not yet been issued as common stock; however, it excludes outstanding shares related to unvested stock awards. The denominator ofFor diluted EPS, is based on the basic shares outstanding are adjusted for the effect of unvested stock awards and outstanding option awards, to the extent they areby adding potentially dilutive and participating securities. The effect of the stock options granted in August 2015 and December 2014 was anti-dilutive for the periods presented.

During the nine months ended September 30,On May 31, 2016, we entered into privately negotiated exchange agreements withcompleted a holderreverse stock split using a ratio of our 6% Senior Notes due 2024 and our 5 ½% Senior Notes due 2021 to exchange a totalone share of approximately 2.1 million shares of our common stock on a post-split basis for notes in the aggregate principal amount of $80 million. In October 2016, we entered into privately negotiated exchange agreements with certain holders of our 6% Senior Notes due 2024 and 5 ½% Senior Notes due 2021 to exchange a total of 1.3 million shares of our common stock for notesevery ten shares then outstanding. Share and per share amounts included in the aggregate principal amount of $23 million.


this report have been restated for all periods presented to reflect this stock split.

For the three and nine months ended September 30,March 31, 2017 and 2016, we issued approximately 53,00042,000 shares and 237,00098,000 shares, respectively, of common stock in connection with our employee stock purchase plan.



The following table presents the calculation of basic and diluted EPS for the three-three months ended March 31, 2017 and nine-month periods ended September 30, 2016 and 2015:2016:
Three months ended
September 30,
 Nine months ended
September 30,
Three months ended
March 31,
2016 2015 2016 20152017 2016
(in millions, except per-share amounts)(in millions, except per-share amounts)
Basic EPS calculation          
Net income (loss)$546
 $(104) $356
 $(272)
Net income (loss) allocated to participating securities
 
 
 
Net income (loss) attributable to common stock$53
 $(50)
Less: net income (loss) allocated to participating securities(1) 
Net income (loss) available to common stockholders$546
 $(104) $356
 $(272)$52
 $(50)
          
Weighted-average common shares outstanding - basic40.6
 38.3
 39.7
 38.3
42.3
 38.5
Basic EPS$13.45
 $(2.72) $8.97
 $(7.10)$1.23
 $(1.30)
          
Diluted EPS calculation          
Net income (loss)$546
 $(104) $356
 $(272)
Net income (loss) allocated to participating securities
 
 
 
Net loss available to common stockholders$546
 $(104) $356
 $(272)
Net income (loss) attributable to common stock$53
 $(50)
Less: net income (loss) allocated to participating securities(1) 
Net income (loss) available to common stockholders$52
 $(50)
          
Weighted-average common shares outstanding - basic40.6
 38.3
 39.7
 38.3
42.3
 38.5
Dilutive effect of potentially dilutive securities1.2
 
 0.8
 
0.3
 
Weighted-average common shares outstanding - diluted41.8
 38.3
 40.5
 38.3
42.6
 38.5
Diluted EPS$13.06
 $(2.72) $8.79
 $(7.10)$1.22
 $(1.30)

NOTE 910    RETIREMENT 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:
Three months ended September 30,Three months ended March 31,
2016 20152017 2016
Pension
Benefit
 Postretirement
Benefit
 Pension
Benefit
 Postretirement
Benefit
Pension
Benefit
 Postretirement
Benefit
 Pension
Benefit
 Postretirement
Benefit
(in millions)(in millions)
Service cost$
 $1
 $1
 $1
$
 $1
 $
 $1
Interest cost1
 1
 1
 1
1
 1
 1
 1
Expected return on plan assets(1) 
 (1) 
(1) 
 (1) 
Recognized actuarial loss1
 
 1
 
Settlement loss1
 
 10
 10
3
 
 3
 
Total$2
 $2
 $12
 $12
$3
 $2
 $3
 $2



 Nine months ended September 30,
 2016 2015
 Pension
Benefit
 Postretirement
Benefit
 Pension
Benefit
 Postretirement
Benefit
 (in millions)
Service cost$1
 $3
 $3
 $3
Interest cost2
 3
 3
 3
Expected return on plan assets(2) 
 (3) 
Recognized actuarial loss1
 
 2
 
Settlement loss6
 
 18
 10
Total$8
 $6
 $23
 $16

WeDuring the three months ended March 31, 2017 and 2016, we contributed $1$4 million and $5 million, respectively, to our defined benefit pension plans during the three months ended September 30, 2016; however, no contributions were made during the same period of 2015. We contributed $7 million and $3 million to our defined benefit pension plans during the nine months ended September 30, 2016 and 2015, respectively.plans. We expect to satisfy minimum funding requirements with contributions of $1$3 million to our defined benefit pension plans during the remainder of 2016.2017. The 20162017 and 20152016 settlements were associated with early retirements.

NOTE 1011    INCOME TAXES

For the ninethree months ended September 30,March 31, 2017, we did not provide any current or deferred tax provision on pre-tax income of $52 million because we have a full valuation allowance against our net deferred tax asset. Given our recent and anticipated future earnings trends, we do not believe any of our valuation allowance as of March 31, 2017 will be released within the next 12 months. The amount of the net deferred tax assets considered realizable could however be adjusted if estimates change. For the same period of 2016, we had an incomea deferred tax benefit of $78 million reflectingresulting from a change in the valuation allowance on our deferred tax assets. While we had pre-tax income of $278 million for the period, we had no income tax expense during the first nine months of 2016 because we expect a tax loss for 2016 for which no tax benefit has been recognized.allowance.



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Except when the context otherwise requires or where otherwise indicated, (1) all references to ‘‘CRC,’’ the ‘‘Company,company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to California Resources Corporation and its subsidiaries or the California business, (2) all references to the ‘‘California business’’ refer to Occidental’s California oil and gas exploration and production operations and related assets, liabilities and obligations, which we have assumed in connection with the Spin-off discussed below, and (3) all references to ‘‘Occidental’’ refer to Occidental Petroleum Corporation, our former parent, and its subsidiaries.

General

We are an independent oil and natural gas exploration and production company operating properties exclusively within the State of California. We were incorporated in Delaware as a wholly owned subsidiary of Occidental Petroleum Corporation (Occidental) on April 23, 2014, and remained a wholly owned subsidiary of Occidental until November 30, 2014. Prior to November 30, 2014, all material existing assets, operations and liabilities of Occidental's California business were consolidated under CRC. On November 30, 2014, Occidental distributed shares of our common stock on a pro ratapro-rata basis to Occidental stockholders and we became an independent, publicly traded company (the Spin-off). Occidental initially retained approximately 18.5% of our outstanding shares of common stock, which it distributed to Occidental stockholders on March 24, 2016.

On May 31, 2016, we completed a reverse stock split using a ratio of one share of common stock for every ten shares then outstanding.

In August 2016, we issued a new $1 billion first lien, second out term loan credit facility Share and per share amounts included in this report have been restated for all periods presented to prepay a portion of the existing term loans and revolving loans under our first lien, first out credit facility. Additionally, we tendered for and repurchased $1.4 billion in aggregate principal amount of our senior unsecured notes for $750 million using our existing revolver, resulting in a $660 million pre-tax gain, net of related expenses. This tender offer resulted in a net debt reduction of $625 million.reflect this stock split.

Business Environment and Industry Outlook
 
Our operating results and those of the oil and gas industry as a whole are heavily influenced by commodity prices. Oil and gas prices and differentials may fluctuate significantly, generally as a result of changes in supply and demand and other market-related uncertainties.variables. These and other factors make it impossible to predict realized prices reliably.

Much of the global exploration and production industry ishas been challenged at currentprevailing price levels in recent years, putting pressure on the industry's ability to generate positive cash flow and access capital. AverageGlobal oil prices continued the decline that beganimproved beginning in the last halfsecond quarter of 2014 into2016 through the first quarter of 2016. While global oil prices improved modestly through the third quarter of 20162017 and startedbegan to trade in a narrower range, they were still lower in the three and nine months ended September 30, 2016 compared to the same periods in 2015.

range. Natural gas liquids (NGLs) prices have improved relative to crude oil prices over the last 12 monthssince early 2016 due to tighter domestic supplies, the strength of exports and higher contract prices on natural gasoline.

Natural gas prices remained lowerin the U.S. were higher in the three and nine months ended September 30,March 31, 2017 than the comparable period in 2016 than comparable periods in 2015. However, prices rebounded strongly in the second half of the year due to lower production and higher demand and warmer weather. California natural gas differentials for the second half of the year also started to improve primarily due to reduced storage in the state.demand.

The following table presents the average daily Brent, WTI and NYMEX prices for the three and nine months ended September 30, 2016March 31, 2017 and 2015:2016:
Three months ended September 30, Nine months ended September 30,
Three months ended
March 31,
2016 2015 2016 20152017 2016
Brent oil ($/Bbl)$46.98
 $51.17
 $43.01
 $56.61
$54.66
 $35.08
WTI oil ($/Bbl)$44.94
 $46.43
 $41.33
 $51.00
$51.91
 $33.45
NYMEX gas ($/Mcf)$2.70
 $2.78
 $2.24
 $2.86
NYMEX gas ($/MMBtu)$3.26
 $2.07
Oil prices and differentials will continue to be affected by a variety of factors including consumption patterns,patterns; inventory levels,levels; global and local economic conditions,conditions; the actions of OPEC and other significant producers and governments,governments; actual or threatened disruptions in production, refining and refining disruptions,processing; currency exchange rates,rates; worldwide drilling and exploration activities,activities; the effects of conservation, weather, geophysical and technical limitations, refininglimitations; transportation limitations; technological advances; and processing disruptions, transportation bottlenecks and other matters affecting the supply and demand dynamics for oil, technological advances, regional market conditions transportation capacity and costs in producing areas andareas; as well as the effect of changes in these variables on market perceptions.


We currently sell all of our crude oil into the California refining markets, which we believe have offered relatively favorable pricing compared to other U.S. regions for similar grades. California imports over 60%is heavily reliant on imported sources of its oil.energy, with approximately 67% of the oil consumed in recent years imported from outside the state. A vast majority of the imported oil is importedarrives via supertanker, with a negligible amount arriving by rail.mostly from foreign locations. As a result, California refiners have typically purchased crude oil at international waterborne-based prices. We believe that the limited crude transportation infrastructure from other parts of the country to California will continue contributingto contribute to higher realizations than most other U.S. oil markets for comparable grades. Beginning in late 2015, the U.S. federal government allowed the export of crude oil. We arealso opportunistically pursuing newly openedconsider export markets to improve our margins.

Prices and differentials for NGLs are related to the supply and demand for the products making up these liquids. Some of them more typically correlate to the price of oil while others are affected by natural gas prices as well as the demand for certain chemical products for which they are used as feedstock. In addition, infrastructure constraints magnify pricing volatility.

Natural gas prices and differentials are strongly affected by local market fundamentals, as well as availability of transportation capacity from producing areas. Capacity influences prices because California imports about 90% of its natural gas from other parts of the U.S. As a result, we typically enjoy favorable pricing against the NYMEX index since we can deliver our gas for much lower transportation costs. Due to much lower levels of natural gas production compared to our oil production, the changes in natural gas prices have a lowersmaller impact on our operating results.

Higher natural gas prices have a net positive effect on our operating results. In addition to selling natural gas, we also use gas for our steamfloods and power generation. As a result, anythe positive impact of higher prices is partially offset by higher operating costs. Higher natural gas prices have a net positive effect on our operating results. Conversely, lower natural gas prices generally have a net negative effect on our operations, but lower the cost of our steamflood projects and power generation.

Our earnings are also affected by the performance of our processing and power generation assets. We process our wet gas to extract NGLs and other natural gas byproducts. We then deliver dry gas to pipelines and separately sell the NGLs. The efficiency with which we extract liquids from the wet gas stream affects our operating results. Additionally, we provideuse part of the electricity output from our Elk Hills power plant to reduce operating costs to Elk Hills and nearby fields and increase reliability. The remaining electricity is sold to the grid and a utility under a power purchase and sales agreement that includes a capacity payment. The price we obtain for our excess power impacts our earnings but generally by an insignificant amount.

We opportunistically seek strategic hedging transactions to protect our cash flows, margins and capital investment programs from the cyclical nature of commodity prices and to improve our ability to comply with the covenants under our credit facility covenants.facilities. We can give no assurances that our hedges will be adequate to accomplish our objectives. Unless otherwise indicated, we use the term "hedge" to describe derivative instruments that are designed to achieve our hedging program goals, even though they are not necessarily accounted for as cash-flow or fair-value hedges.
    
We respond to economic conditions by adjusting the size and allocation of our capital program, aligning the size of our workforce with theour level of activity, continuing to improve efficiencies and finding cost savings and working with our suppliers and service providers to adjust the cost of goods and services to reflect current market pricing.savings. The reductions in our capital program willin 2015 and 2016 negatively impactimpacted our production levels in the near term and sustained low-price periodslevels. Sustained low prices may materially affect the quantities of oil and gas reserves we can economically produce over the longer term.

Seasonality
 
While certain aspects of our operations are affected by seasonal factors, such as electricity costs, overall, seasonality is not a material driver of changes in our quarterly results during the year.



Acquisitions, Divestitures and Other

In February 2017, we divested non-core assets resulting in $32 million of proceeds and a $21 million gain.

In February 2017, we entered into a joint venture with Benefit Street Partners (BSP) under which BSP will invest up to $250 million, subject to agreement of the parties, to be used to develop certain of our oil and gas properties in exchange for our contribution of a net profits interest (NPI) in existing and future production from such properties. If BSP receives cash distributions equal to a predetermined threshold return, the NPI reverts to us. BSP contributed its initial commitment of $50 million in the first quarter of 2017. Approximately $47 million remained in cash and cash equivalents at March 31, 2017 and was designated to be used for capital investments related to this joint venture. Our consolidated financial statements reflect this joint venture as a noncontrolling interest.

In April 2017, we entered into a joint venture with Macquarie Infrastructure and Real Assets Inc. (MIRA) under which MIRA will invest up to $300 million, subject to agreement of the parties, to develop certain of our oil and gas properties in exchange for a 90% working interest in the related properties. MIRA will fund 100% of the development cost of such properties. If MIRA receives cash distributions equal to a predetermined threshold return, our working interest reverts to 75%. MIRA initially committed $160 million, which is intended to be invested over two years.

Operations

We conduct our operations through fee interests, landmineral leases and other contractual arrangements. We believe we are the largest private oil and natural gas mineral acreage holder in California, with interests in approximately 2.42.3 million net acres, approximately 60% of which we hold in fee. Our oil and gas leases have a primary term ranging from one to ten years, which is extended through the end of production once it commences. We also own a network of strategically placed infrastructure that is integrated with, and complementary to, our operations, including gas plants, oil and gas gathering systems, a power plant and other related assets, which we use to maximize the value generated from our production.
Our share of production and reserves from operations in the Wilmington field is subject to contractual arrangements similar to production-sharing contracts (PSCs) that are in effect through the economic life of the assets. Under such contracts we are obligated to fund all capital and production costs. We record a share of production and reserves to recover a portion of such capital and production costs and an additional share for profit. Our portion of the production represents volumes: (1) to recover our partners’ share of capital and production costs that we incur on their behalf, (2) for our share of contractually defined base production and (3) for our share of production in excess of contractually defined base production for each period. We realize our share of capital and production costs, and generate returns, through our defined share of production from (2) and (3) above. These contracts do not transfer any right of ownership to us and reserves reported from these arrangements are based on our economic interest as defined in the contracts. Our share of production and reserves from these contracts decreases when product prices rise and increases when prices decline assuming comparable capital investment and production costs; however, our net economic benefit is greater when product prices are higher. The contracts represented slightly less than 20% of our production for the quarter ended September 30, 2016.March 31, 2017. During 2016, the PSC representing the majority of the field's production adjusted to eliminate the base production sharing split. Our share of the base production was smaller than our share of excess production. Accordingly, we now receive a modestly larger share of total field production after cost recovery.


Fixed and Variable Costs
Our total production costs consist of variable costs that tend to vary depending on production levels, and fixed costs that typically do not vary with changes in production levels or well counts, especially in the short term. The substantial majority of our near-term fixed costs become variable over the longer term because we manage them based on the field’s stage of life and operating characteristics. For example, portions of labor and material costs, energy, workovers and maintenance expenditures correlate to well count, production and activity levels. Portions of these same costs can be relatively fixed over the near term; however, they are managed down as fields mature in a manner that correlates to production and commodity price levels. While a certain amount of costs for facilities, surface support, surveillance and related maintenance can be regarded as fixed in the early phases of a program, as the production from a certain area matures, well count increases and daily per well production drops, such support costs can be reduced and consolidated over a larger number of wells, reducing costs per operating well. Further, many of our other costs, such as property taxes and oilfield services, are variable and will respond to activity levels and tend to correlate with commodity prices. Overall, we believe less thanapproximately one-third of our operating costs are fixed over the life cycle of our fields. We actively manage our fields to optimize production and costs. When we see growth in a field we increase capacities, and similarly when a field nears the end of its economic life we manage the costs while it remains economically viable to produce.

Financial and Operating Results

Third Quarter 2016 compared to Third Quarter 2015

Net income of $546 million reflected a net gain of $660 million on early extinguishment of debt.
Adjusted net loss decreased 17% from $86 million to $71 million.
Average daily oil and gas production volumes decreased 13% from 158,000 to 138,000 barrels of oil equivalent (Boe).
Realized crude oil prices, including the effect of cash received from settled hedges, decreased 10% from $47.79 to $43.03 per barrel.
Production costs decreased 14% from $246 million to $211 million.



First Nine Months of 2016 compared to First Nine Months of 2015

Net income of $356 million reflected a net gain of $793 million on early extinguishment of debt.
Adjusted net loss increased 4% from $234 million to $243 million.
Average daily oil and gas production volumes decreased 12% from 161,000 to 142,000 Boe.
Realized crude oil prices, including the effect of cash received from settled hedges, decreased 19% from $50.28 to $40.91 per barrel.
Production costs decreased 20% from $730 million to $583 million.

The table below reconciles net income (loss) to adjusted net loss and presents net and adjusted net loss per diluted share:
 Three months ended
September 30,
 Nine months ended
September 30,
 2016 2015 2016 2015
 (in millions)
Net income (loss)$546
 $(104) $356
 $(272)
Non-cash, unusual and infrequent items:       
Non-cash derivative losses (gains)25
 (53) 243
 (33)
Severance and early retirement costs1
 62
 19
 72
Plant turnaround, outage and other costs5
 3
 14
 6
Net gain on early extinguishment of debt(660) 
 (793) 
Gain from asset divestitures
 
 (31) 
Adjusted income items before interest and taxes(629) 12
 (548) 45
Deferred debt issuance costs write-off12
 
 12
 
Valuation allowance for deferred tax assets (a)

 
 (63) 
Tax effects of these items
 6
 
 (7)
Total(617) 18
 (599) 38
Adjusted net loss$(71) $(86) $(243) $(234)
        
Net income (loss) per diluted share$13.06
 $(2.72) $8.79
 $(7.10)
Adjusted net loss per diluted share$(1.75) $(2.25) $(6.12) $(6.11)
(a) Amount represents the out-of-period portion of the valuation allowance reversal.

The following table presents the components of our net derivative losses (gains):
 Three months ended
September 30,
 Nine months ended
September 30,
 2016 2015 2016 2015
 (in millions)
Non-cash derivative losses (gains)$25
 $(53) $243
 $(33)
Proceeds from settled derivatives(11) (15) (86) (17)
Net derivative losses (gains)$14
 $(68) $157
 $(50)

The following table presents the reconciliation of our company-wide general and administrative expenses to adjusted general and administrative expenses:
 Three months ended
September 30,
 Nine months ended
September 30,
 2016 2015 2016 2015
 (in millions)
General and administrative expenses$58
 $129
 $186
 $290
Severance and early retirement costs(1) (62) (19) (72)
Adjusted general and administrative expenses$57
 $67
 $167
 $218



Our results of operations can include the effects of non-cash, unusual and infrequent transactions and events affecting earnings that vary widely and unpredictably in nature, timing, amount and frequency. Therefore, management uses measures called adjusted net loss and adjusted general and administrative expenses, both of which exclude those items. These measures are not meant to disassociate items from management's performance, but rather are meant to provide useful information to investors interested in comparing our performance between periods. Reported earnings are considered representative of management's performance over the long term. Adjusted net loss and adjusted general and administrative expenses are not considered to be an alternative to net loss or general and administrative expenses, respectively, reported in accordance with United States generally accepted accounting principles (GAAP).

The following table sets forth the average realized prices for our products:
 Three months ended
September 30,
 Nine months ended
September 30,
 2016 2015 2016 2015
Oil prices with hedge ($ per Bbl)$43.03
 $47.79
 $40.91
 $50.28
        
Oil prices without hedge ($ per Bbl)$41.73
 $46.10
 $37.54
 $49.70
NGLs prices ($ per Bbl)$22.45
 $16.92
 $20.36
 $19.64
Gas prices ($ per Mcf)$2.64
 $2.83
 $2.11
 $2.72

The following table presents our average realized prices as a percentage of Brent, WTI and NYMEX for the three- and six-month periods ended September 30, 2016 and 2015:
 Three months ended
September 30,
 Nine months ended
September 30,
 2016 2015 2016 2015
Oil with hedge as a percentage of Brent92% 93% 95% 89%
        
Oil without hedge as a percentage of Brent89% 90% 87% 88%
Oil without hedge as a percentage of WTI93% 99% 91% 97%
Gas with hedge as a percentage of NYMEX98% 102% 94% 95%



Production and Prices

The following table sets forth our average production volumes of oil, NGLs and natural gas per day for the three-three months ended March 31, 2017 and nine-month periods ended September 30, 2016 and 2015:2016:
 Three months ended
September 30,
 Nine months ended
September 30,
 2016 2015 2016 2015
Oil (MBbl/d)       
      San Joaquin Basin56
 64
 58
 65
      Los Angeles Basin29
 32
 30
 33
      Ventura Basin5
 7
 5
 7
      Sacramento Basin
 
 
 
          Total90
 103
 93
 105
        
NGLs (MBbl/d)       
      San Joaquin Basin15
 17
 15
 17
      Los Angeles Basin
 
 
 
      Ventura Basin1
 1
 1
 1
      Sacramento Basin
 
 
 
          Total16
 18
 16
 18
        
Natural gas (MMcf/d)       
      San Joaquin Basin149
 172
 150
 175
      Los Angeles Basin2
 1
 3
 3
      Ventura Basin8
 11
 8
 11
      Sacramento Basin34
 42
 36
 45
          Total193
 226
 197
 234
        
Total Production (MBoe/d)(a)
138
 158
 142
 161
_______________________
 Three months ended
March 31,
 2017 2016
Oil (MBbl/d)   
      San Joaquin Basin54
 60
      Los Angeles Basin27
 32
      Ventura Basin5
 6
      Sacramento Basin
 
          Total86
 98
    
NGLs (MBbl/d)   
      San Joaquin Basin15
 16
      Los Angeles Basin
 
      Ventura Basin1
 1
      Sacramento Basin
 
          Total16
 17
    
Natural gas (MMcf/d)   
      San Joaquin Basin141
 147
      Los Angeles Basin1
 3
      Ventura Basin8
 8
      Sacramento Basin31
 38
          Total181
 196
    
Total Production (MBoe/d)(a)
132
 148
Note:MBbl/d refers to thousands of barrels per day; MMcf/d refers to millions of cubic feet per day; MBoe/d refers to thousands of barrels of oil equivalent per day.
(a)Natural gas volumes have been converted to Boe based on the equivalence of energy content between six Mcf of natural gas and 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, for the ninethree months ended September 30, 2016,March 31, 2017, the average prices of Brent oil and NYMEX natural gas were $43.01$54.66 per barrel and $2.24$3.26 per Mcf,MMBtu, respectively, resulting in an oil-to-gas ratio of approximately 1917 to 1.

The following table sets forth the average realized prices for our products:
 Three months ended
March 31,
 2017 2016
Oil prices with hedge ($ per Bbl)$50.24
 $36.39
    
Oil prices without hedge ($ per Bbl)$50.40
 $30.08
NGLs prices ($ per Bbl)$34.33
 $16.39
Gas prices without hedge ($ per Mcf)$2.90
 $2.05



The following table presents our average realized prices as a percentage of Brent, WTI and NYMEX for the three months ended March 31, 2017 and 2016:
 Three months ended
March 31,
 2017 2016
Oil with hedge as a percentage of Brent92% 104%
    
Oil without hedge as a percentage of Brent92% 86%
Oil without hedge as a percentage of WTI97% 90%
Gas without hedge as a percentage of NYMEX89% 99%

Balance Sheet Analysis

The changes in our balance sheet from December 31, 20152016 to September 30, 2016March 31, 2017 are discussed below:
September 30,
2016
 
December 31,
2015
(in millions)March 31, 2017 December 31, 2016
   (in millions)
Cash and cash equivalents$10
 $12
$50
 $12
Trade receivables, net$202
 $200
$212
 $232
Inventories$61
 $58
$57
 $58
Other current assets$83
 $168
Other current assets, net$90
 $123
Property, plant and equipment, net$5,953
 $6,312
$5,793
 $5,885
Other assets$23
 $303
$35
 $44
Current maturities of long-term debt$74
 $100
$100
 $100
Accounts payable$205
 $257
$238
 $219
Accrued liabilities$379
 $222
$350
 $407
Current income taxes$
 $26
Long-term debt - principal amount$5,173
 $6,043
$5,021
 $5,168
Deferred gain and issuance costs, net$410
 $491
$382
 $397
Other long-term liabilities$584
 $830
$593
 $620
Equity$(493) $(916)
Equity attributable to common stock$(495) $(557)
Equity attributable to noncontrolling interest$48
 $

Cash and cash equivalents at March 31, 2017 included $47 million of cash designated to be used for capital investments related to our joint venture with BSP. See "Liquidity and Capital Resources" for furtheradditional discussion of changes in our cash and cash equivalents and long-term debt, net.equivalents.

The decrease in trade receivables was largely the result of lower net sales in March 2017 compared to December 2016. The decrease in other current assets, net was mainly due to the sale of a non-core asset, a reduction in the amounts due from joint interest partners and a decrease in the net value of our derivative assets. The decrease in property, plant and equipment reflected depreciation, depletion and amortization (DD&A) for the period, partially offset by capital investments. The decrease in other assets was mainlyprimarily due to increased valuation allowances on deferred taxa reduction in the fair value of our long-term derivative assets.



The decrease in current maturities of long-term debt was due to the prepayments on our existing term loan during 2016. The decreaseincrease in accounts payable reflected lowerhigher capital investments and productionoperating costs in the quarter ended March 31, 2017 compared to December 31, 2016. The increasedecrease in accrued liabilities was primarily due to the deferral of gains related to sales of greenhouse gas allowances, the changereduction in fair value of derivative liabilitiesoutstanding derivatives and accrued interest on our debt,the effect of employee bonus payments in the first quarter of 2017, partially offset by increased interest accruals due to the effecttiming of severance and employee bonus payments during the first nine months of 2016. Current income taxes and otherpayments. Other long-term liabilities as of December 31, 2015 included $336 million in taxreflected lower derivative liabilities, that have subsequently been reclassified to deferred taxes. The other long-term liabilities also reflect higher derivative liabilitiesprimarily due to mark-to-market effects. The decrease in long-term debt reflected the retirementa reduction in amounts outstanding under our revolving credit facility, repurchases of a portion of our senior unsecured notes and the partial pay down ofpayments on our bank credit facilities, partially offset by the incurrence of newfirst-lien, first-out term loans.loan. The decrease in deferred gain and issuance costs, net, reflected the amortization of deferred gains, and new deferred debt issuance costs, partially offset by the amortization and write-off of existing deferred issuance costs. The increase in equity attributable to common stock primarily reflected the net income for the nine-month period in 2016.period. Equity attributable to noncontrolling interest reflected contributions from BSP and its share of the net loss for the quarter ended March 31, 2017.



Statement of Operations Analysis

Pre-tax income increased by $180 million in the three months ended March 31, 2017 compared to the same period in 2016. This increase was driven by higher commodity prices and improved price differentials and derivatives results, partially offset by lower production and higher production costs. The following table presents the results of our operations:
 Three months ended
September 30,
 Nine months ended
September 30,
 2016 2015 2016 2015
 (in millions)
Oil and gas net sales$424
 $520
 $1,157
 $1,687
Net derivative (losses) gains(14) 68
 (157) 50
Other revenue46
 38
 95
 100
Production costs(211) (246) (583) (730)
General and administrative expenses(58) (129) (186) (290)
Depreciation, depletion and amortization(137) (253) (422) (757)
Taxes other than on income(37) (42) (118) (150)
Exploration expense(3) (5) (13) (29)
Interest and debt expense, net(95) (82) (243) (244)
Other expenses, net(29) (23) (45) (74)
Net gain on early extinguishment of debt660
 
 793
 
Income tax benefit
 50
 78
 165
Net income (loss)$546
 $(104) $356
 $(272)
        
Adjusted net income (loss)(a)
$(71) $(86) $(243) $(234)
Adjusted EBITDAX(b)
$164
 $212
 $448
 $680
        
Effective tax rate% 32% (28)% 38%
________________________
 Three months ended
March 31,
 2017 2016
 (in millions)
Oil and gas net sales$487
 $329
Net derivative gains (losses)73
 (25)
Other revenue30
 18
Production costs(211) (184)
General and administrative expenses(67) (67)
Depreciation, depletion and amortization(140) (147)
Taxes other than on income(33) (39)
Exploration expense(6) (5)
Other expenses, net(22) (23)
Interest and debt expense, net(84) (74)
Net gains on early extinguishment of debt4
 89
Gains on asset divestitures21
 
Income (loss) before income taxes52
 (128)
Income tax benefit
 78
Net income (loss)52
 (50)
Net (income) loss attributable to noncontrolling interest1
 
Net income (loss) attributable to common stock$53
 $(50)
    
Adjusted net loss$(43) $(100)
Adjusted EBITDAX(a)
$200
 $124
    
Effective tax rate% 61%
(a)See "Financial and Operating Results" above for our Non-GAAP reconciliation.
(b)We define adjusted EBITDAX consistent with our first lien, first out credit facilities as earnings before interest expense; income taxes; depreciation, depletion and amortization; exploration expense; and other non-cash, unusual and infrequent items. Our management believes adjusted EBITDAX provides useful information in assessing our financial condition, results of operations and cash flows and it is widely used by the industry, the investment community and investment community. Theour lenders. While adjusted EBITDAX is a non-GAAP measure, the amounts included in the calculation of adjusted EBITDAX were computed in accordance with GAAP. This measure is a material component of certain of our financial covenants under our first lien, first out2014 first-lien, first-out 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 adjusted EBITDAX are significant components in understanding and assessing our financial performance, such as our cost of capital and tax structure, as well as the historic cost of depreciable and depletable assets. Adjusted EBITDAX should be read in conjunction with the information contained in our financial statements prepared in accordance with GAAP.



Our results of operations can include the effects of unusual and infrequent transactions and events affecting earnings that vary widely and unpredictably in nature, timing, amount and frequency. Therefore, management uses measures called adjusted net income (loss) and adjusted general and administrative expenses, both of which exclude those items. These measures are not meant to disassociate items from management's performance, but rather are meant to provide useful information to investors interested in comparing our performance between periods. Reported earnings are considered representative of management's performance over the long term. Adjusted net income (loss) and adjusted general and administrative expenses are not considered to be alternatives to net income (loss) or general and administrative expenses, respectively, reported in accordance with U.S. generally accepted accounting principles (GAAP).

The following table reconciles net income (loss) attributable to common stock to adjusted net income (loss) and presents net and adjusted net income (loss) per diluted share:
 Three months ended
March 31,
 2017 2016
 (in millions)
Net income (loss) attributable to common stock$53
 $(50)
Unusual and infrequent items:   
Non-cash derivative (gains) losses(75) 81
Early retirement, severance and other costs3
 14
Net gains on early extinguishment of debt(4) (89)
Gains from asset divestitures(21) 
Other1
 7
Adjusted income items before taxes(96) 13
Reversal of valuation allowance for deferred tax assets(a)

 (63)
Total(96) (50)
Adjusted net loss$(43) $(100)
    
Net income (loss) attributable to common stock per diluted share$1.22
 $(1.30)
Adjusted net loss per diluted share$(1.02) $(2.60)
(a) Amount represents the out-of-period portion of the valuation allowance reversal.

The following table presents a reconciliation of the GAAP financial measure of net income (loss) attributable to common stock to the non-GAAP financial measure of adjusted EBITDAX:
Three months ended
September 30,
 Nine months ended
September 30,
Three months ended
March 31,
2016 2015 2016 20152017 2016
(in millions)(in millions)
Net income (loss)$546
 $(104) $356
 $(272)
Interest and debt expense95
 82
 243
 244
Net income (loss) attributable to common stock$53
 $(50)
Interest and debt expense, net84
 74
Income tax benefit
 (50) (78) (165)
 (78)
Depreciation, depletion and amortization137
 253
 422
 757
140
 147
Exploration expense3
 5
 13
 29
6
 5
Adjusted income items before interest and taxes(a)
(629) 12
 (548) 45
Adjusted income items before taxes(96) 13
Other non-cash items12
 14
 40
 42
13
 13
Adjusted EBITDAX$164
 $212
 $448
 $680
$200
 $124
(a)See "Financial and Operating Results" for a table reconciling net income (loss) to adjusted net income (loss).



The following table presents costs included inthe components of our net derivative (gains) losses:
 Three months ended
March 31,
 2017 2016
 (in millions)
Non-cash derivative (gains) losses, excluding noncontrolling interest$(75) $81
Non-cash derivative losses for noncontrolling interest1
 
Cash payments (proceeds) from settled derivatives1
 (56)
Net derivative (gains) losses$(73) $25

The following table presents the reconciliation of our company-wide general and administrative expenses to adjusted general and administrative expenses:
 Three months ended
March 31,
 2017 2016
 (in millions)
General and administrative expenses$67
 $67
Early retirement and severance costs(3) (14)
Adjusted general and administrative expenses$64
 $53

The following represents key metrics of our oil and gas operations, excluding certain corporate items, on a per Boe basis for the three and nine months ended September 30:basis:
Three months ended
September 30,
 Nine months ended
September 30,
Three months ended
March 31,
2016 2015 2016 20152017 2016
Production costs$16.63
 $16.91
 $15.01
 $16.56
$17.70
 $13.69
General and administrative expenses$0.63
 $1.10
 $0.69
 $1.00
General and administrative expenses, as adjusted(a)
$0.76
 $0.76
Depreciation, depletion and amortization$10.15
 $16.92
 $10.24
 $16.71
$11.07
 $10.38
Taxes other than on income$2.44
 $2.50
 $2.63
 $3.02
$2.27
 $2.65
(a)For 2017 and 2016, the amount excludes unusual and infrequent charges related to early retirement and severance costs associated with field personnel totaling $0.25 per Boe and $0.22 per Boe, respectively.

Three months ended September 30,March 31, 2017 vs. 2016 vs. 2015

Oil and gas net sales decreased 18%increased 48%, or $96$158 million, for the three months ended September 30, 2016,March 31, 2017, compared to the same period of 2015,2016, due to reductionsincreases of approximately $41$180 million, $28 million and $50$15 million from higher oil, NGL and natural gas realized prices, respectively, partially offset by the effects of lower oil, pricesNGL and volumes, respectively;natural gas production of $58 million, $3 million and $8$4 million, from lower natural gas prices and volumes, respectively; and an increase of $9 million fromrespectively. The higher NGL prices. The lower realized oil prices reflected a significant decreaseincrease in global oil prices.prices and improved differentials. Our realized oil prices in 2016 and 2015 also included $11a cash payment of $1 million and $15cash proceeds of $56 million of cash generated from our hedging program in 2017 and 2016, respectively. Daily oil and gas production volumes averaged 138,000132,000 Boe in the thirdfirst quarter of 2017, compared with 148,000 Boe in the first quarter of 2016, compared with 158,000 Boe in the third quarter of 2015, representing a 13% year-over-year decline rate consistent withjust under 11%, at the low end of our estimated overall annual base decline rate. The decrease includes PSC effects offset2017 production was negatively impacted by production deferred from the second quarter of 20162,000 Boe per day due to the third quarter due to third-party pipeline disruptions.PSCs governing our Long Beach operations. Excluding this PSC effect, our year-over-year production decline would have been 9%. Average oil production decreased by 13%12%, or 13,00012,000 barrels per day (10% excluding the PSC effect), to 90,00086,000 barrels per day in the three months ended September 30, 2016,March 31, 2017, compared to the same period of the prior year. NGL production decreased by 11%6% to 16,000 barrels per day. Natural gas production decreased by 15%8% to 193181 MMcf per day, consistent with our focus on liquids. The overall third-quarter production decline continued to reflect our decision to withhold development capital and selectively deferreflecting lower declines as a result of workover and downhole maintenance activity in the early part of the year. Due to the improved commodity price environment, we began increasing our activity levels gradually towards the end of the second quarter resulting in lower third-quarter decline rates on a quarter-over-quarter basis. The higher activity levels began contributing to production more meaningfully towards the end of the third quarter.Sacramento basin.

Derivative lossesNet derivative gains were $14$73 million for the three months ended September 30, 2016,March 31, 2017, compared to gainsa loss of $68$25 million in the comparable period of 2015.2016, representing an overall change of $98 million. The change was largely due2017 amount included a non-cash derivative gain compared to volume and valuation changesa loss in our outstanding derivative positions,the prior year, representing a $155 million change, partially offset by lower gains from cash settlements.settlements of $57 million. The non-cash change reflected changes in the commodity price curves during each of the respective periods.



Other revenue increased 67%, or $12 million, for the three months ended March 31, 2017, compared to the same period of 2016. The increase reflected third-party power sales from our Elk Hills power plant which was offline for about half of the first quarter of 2016 for a planned turnaround.

Production costs for the three months ended September 30, 2016 decreased $35March 31, 2017 increased $27 million, to $211 million or $16.63$17.70 per Boe, compared to $246$184 million or $16.91$13.69 per Boe for the same period of 2015,2016, resulting in a 14% decrease15% increase on an absolute dollar basis. The year-over-year decreaseincrease was driven by cost reductions across nearly all of our operations, particularly in well servicing efficiency, lower personnel costs, lower energy use and lower naturalhigher gas prices which also reducedused in steam and power generation and our ramp-up of activity in line with the coststronger commodity prices. Total production costs in the first quarter of electricity. However, the increasing2016 reflected management's decision to selectively defer workovers and downhole maintenance activity in light of low commodity prices. The first quarter of 2017 reflects normalized workover and downhole maintenance activity combined with higher gas and seasonal energy prices resulted in higher production costs for the third quarter 2016 compared to the prior-year quarter.activity.

Our general and administrative expenses were lowercomparable for the three months ended September 30, 2016, compared toMarch 31, 2017 and the same period of 2015, on a total dollarin the prior year. Our adjusted general and per Boe basis, reflecting continued employeeadministrative expenses were $64 million and contractor cost-reduction initiatives. The$53 million for the three months ended September 30,March 31, 2017 and 2016, and 2015 included severance andrespectively, each of which excluded early retirement costs of $1 million and $62 million, respectively.severance costs. The 2016 period reflected temporary employee benefit reductions. The 2017 period reflected higher performance-related bonus and incentive compensation largely due to better-than-expected performance. The non-cash portion of general and administrative expenses, comprising equity compensation and a portion of pension costs, was approximately $6$5 million and $7 million for the three months ended September 30,March 31, 2017 and 2016, and 2015, respectively.

DD&A expense decreased 46%5%, or $116$7 million, for the three months ended September 30, 2016,March 31, 2017, compared to the same period of 2015.2016. Of this decrease, approximately $98 million was due to a decrease in the DD&A rate that resulted from asset impairments in the fourth quarter of 2015, and approximately $18$16 million was attributable to lower volumes.


volumes, partially offset by an increase in the DD&A rate of approximately $9 million.

Taxes other than on income, which include ad valorem taxes, greenhouse gas emissions costs and production taxes, decreased for the three months ended September 30, 2016,March 31, 2017, compared to the same period of 2015,2016, largely reflectingdue to lower property taxes assessed in the lower price environment.

Exploration expense decreased 40%, or $2 million, for the three months ended September 30, 2016, compared to the same period of 2015, primarily due to reduced exploration activity.taxes.

Interest and debt expense, net, increased to $95$84 million for the three months ended September 30, 2016,March 31, 2017, compared to $82$74 million in the same period of 2015,2016, due to higher blended interest rates increased amortization of deferred financing costs andin 2017 resulting from a $12 million write-off of the deferred financing costs associated with the tender for our notes during$1 billion credit facility that we entered into in the third quarter of 2016. The increases were2016, partially offset by the amortization of the gain on our fourth quarter 2015 debt exchange and lower debt balances.balances resulting from management's debt reduction actions throughout 2016.

Net gaingains on early extinguishment of debt primarily consisted of the gains on debt repurchases for the tender for our notes, net of related expenses.three months ended March 31, 2017 and 2016.

Gains on asset divestitures consisted of $21 million of gains from non-core asset divestitures for the three months ended March 31, 2017.
For the three months ended September 30, 2016, whileMarch 31, 2017, we haddid not provide any current or deferred tax provision on pre-tax income of $546$52 million we had no income tax expense because we expecthave a full valuation allowance against our net deferred tax loss for 2016 for which noasset. Given our recent and anticipated future earnings trends, we do not believe any of our valuation allowance as of March 31, 2017 will be released within the next 12 months. The amount of the net deferred tax benefit has been recognized during the three-month period.assets considered realizable could however be adjusted if estimates change. For the same period of 2015,2016, we had a benefit of $50 million and a pre-tax loss of $154 million.

Nine months ended September 30, 2016 vs. 2015

Oil and gas net sales decreased 31%, or $530 million, for the nine months ended September 30, 2016, compared to the same period of 2015, due to reductions of approximately $346 million and $121 million from lower oil prices and volumes, respectively; $39 million and $20 million from lower natural gas prices and volumes, respectively; and $7 million from lower NGL volumes. The lower realized oil prices reflected a significant decrease in global oil prices. Our realized prices in 2016 and 2015 also included $86 million and $17 million of cash generated from our hedging program, respectively. Daily oil and gas production volumes averaged 142,000 Boe in the nine months ended September 30, 2016, compared with 161,000 Boe in the same period of 2015 representing a 12% year-over-year decline rate. Average oil production decreased by 11% or 12,000 barrels per day to 93,000 barrels per day in the first nine months ended September 30, 2016, compared to the same period of the prior year. NGL production decreased by 11% to 16,000 barrels per day. Natural gas production decreased by 16% to 197 MMcf per day, consistent with our focus on liquids.

Derivative losses were $157 million for the nine months ended September 30, 2016, compared to gains of $50 million in the comparable period of 2015. The change was largely due to volume and valuation changes in our outstanding derivative positions, partially offset by cash settlements.

Production costs for the nine months ended September 30, 2016 decreased by $147 million to $583 million or $15.01 per Boe, compared to $730 million or $16.56 per Boe for the same period of 2015, resulting in a 20% decrease on an absolute dollar basis. The decrease was driven by cost reductions across nearly all of our operations, particularly in well servicing efficiency, lower personnel costs, lower energy use and lower natural gas prices, as well as management's decision to increase economic thresholds for capital investment and selectively defer lower value workovers and downhole maintenance activity during the early part of the 2016.

Our general and administrative expenses were lower for the nine months ended September 30, 2016, compared to the same period of 2015, on a total dollar and per Boe basis, reflecting continued employee and contractor cost-reduction initiatives. The nine months ended September 30, 2016 and 2015 included severance and early retirement costs of $19 million and $72 million, respectively. The non-cash portion of general and administrative expenses, comprising equity compensation and a portion of pension costs, was approximately $20 million and $25 million for the nine months ended September 30, 2016 and 2015, respectively.

DD&A expense decreased 44%, or $335 million, for the nine months ended September 30, 2016, compared to the same period of 2015. Of this decrease, approximately $281 million was due to a decrease in the DD&A rate that resulted from asset impairments in the fourth quarter of 2015, and approximately $54 million was attributable to lower volumes.

Taxes other than on income decreased for the nine months ended September 30, 2016, compared to the same period of 2015, reflected lower property taxes assessed in the lower price environment prevailing during the period.



Exploration expense decreased 55%, or $16 million, for the nine months ended September 30, 2016, compared to the same period of 2015, due to reduced exploration activity and lease rates.

Interest and debt expense, net, of $243 million for the nine months ended 2016, compared to $244 million in the same period of 2015, reflected the higher interest rates, increased amortization of deferred financing costs and a $12 million write-off of the deferred financing costs associated with the tender for our notes during the third quarter of 2016. Offsetting these effects were the amortization of the gain on our fourth quarter 2015 debt exchange and lower debt balances.

Other expenses for the nine months ended September 30, 2016 included the $31 million gain on non-core asset divestitures. Otherwise, the other expenses between the two periods were comparable.

Net gain on early extinguishment of debt for the nine months ended September 30, 2016 resulted from the tender for our notes as well as other note retirements, net of related expenses.

For the nine months ended September 30, 2016, we had an income tax benefit of $78 million reflectingresulting from a change in the valuation allowance on our deferred tax assets. While we had pre-tax income of $278 million for the period, we had no income tax expense during the first nine months of 2016 because we expect a tax loss for 2016 for which no tax benefit has been recognized during the first nine months of 2016. For the same period of 2015, we had a benefit of $165 million and a pre-tax loss of $437 million.

allowance.
Liquidity and Capital Resources
 
The primary source of liquidity and capital resources to fund our capital program and other obligations has been cash flow from operations. Operating cash flows are largely dependent on oil and natural gas prices, sales volumes and costs. AverageGlobal oil prices continued the decline that beganimproved beginning in the last halfsecond quarter of 2014 into2016 through the first quarter of 2016. While global oil prices improved modestly through the third quarter of 2016 and started to trade2017. A meaningful, sustained drop in a narrower range, they were still lower in the three and nine months ended September 30, 2016 compared to the same periods in 2015. These lower commodity prices have negatively impacted our revenues, earnings and cash flows, and sustained low oil and natural gas prices from current levels could continue to have a material and adverse effect on our liquidity position.liquidity.



Much of the global exploration and production industry ishas been challenged at currentrecent price levels, puttingwhich put pressure on the industry's ability to generate positive cash flow and access capital. If commodity prices were to prevail through the year2017 at about current levels, we would expect to be able to fund our operations and capital budget with our operating cash flows and would not anticipate a net draw down on our revolving credit facility for our annual cash needs, including our current capital program.facilities. Our ability to borrow funds under the revolving portion of our revolvingfirst–lien, first-out credit facilityfacilities entered into in 2014 (2014 First–Out Credit Facilities) is limited by the size of the facility, byour lenders' commitments, our ability to comply with its covenants, including quarterly financial covenants, and by our borrowing base.base and a minimum monthly liquidity requirement. Effective NovemberMay 1, 2016,2017, the borrowing base under our existing first lien first out credit facilitythe 2014 First–Out Credit Facilities was reaffirmed at $2.3 billion. Our credit limit under the 2014 First-Out Credit Facilities is $2.01 billion. As of September 30, 2016,March 31, 2017, we had approximately $506$500 million of available borrowing capacity under our revolving credit facility.these facilities, subject to the minimum liquidity requirement.

If product prices increase at the rate currently projected in the forward strip and we maintain a cost structure similar to current levels,price curves materialize, we expect to be able to complyin compliance with our senior bank credit facility covenants under the 2014 First–Out Credit Facilities through the end of the first quarter of 20182017 and possibly beyond. If we were to breach any of ourthe covenants under the 2014 First–Out Credit Facilities, our lenders would be permitted to accelerate or cross-accelerate the principal amount due under our creditsuch facilities and foreclose onagainst the assets securing them. If payment were accelerated, or we failed to make certain payments, under our creditthese facilities, it would result in a default under our first-lien, second-out term loan credit facility (2016 Second-Out Credit Agreement) and outstanding notes and permit acceleration and foreclosure onagainst the assets securing the 2016 Second-Out Credit Agreement and our secured notes. The lenders under the 2014 First-Out Credit Facilities have been supportive in granting amendments to facilitate our efforts to strengthen our balance sheet, including covenant amendments. However, we can make no assurances that they will continue to be.


The 2014 First–Out Credit Facilities mature at the earlier of November 2019 and the 182nd day prior to the maturity of our 5% senior unsecured notes due January 15, 2020 (the 2020 notes) to the extent that more than $100 million of such notes remain outstanding at such date. The 2016 Second–Out Credit Agreement matures at the earlier of December 2021 and the 91st day prior to maturity of the 2020 notes and 5 ½% senior unsecured notes due September 15, 2021 (2021 notes) if the outstanding principal amount of either series exceeds $100 million prior to its respective maturity date. As of March 31, 2017, we had $165 million and $135 million in aggregate principal amount of outstanding 2020 notes and 2021 notes, respectively.

At the beginning of the year, in response to commodity price declines, we budgeted $50 million for our 2016We have a dynamic capital program comparedthat can be scaled up or down depending on the price environment. Our 2017 base capital budget was initially set at approximately $300 million. The two joint ventures that we recently entered into allow us to increase our 2015total 2017 capital investmentsplan to a range of $401 million. In the first half of the year,$400 million to $425 million, on a gross basis. For continued financial flexibility in a lower price environment, we further reducedexpect to rely on internally generated cash flows from operations, settlements from our derivatives contracts, joint ventures, our available borrowing capacity and our ability to manage the pace of our capital program to below our initial budget. Since then and in response to recent commodity price improvements, we have modestly increased our planned 2016 capital investments to approximately $75 million to $80 million. Our slowdown of drilling activity from late 2015 through the first half of 2016, coupled with the selective deferral of expense and capital workover activity, led to a decline in production in 2016. However, we began increasing activity levels gradually towards the end of the second quarter, continuing into the third quarter. We started experiencing the positive impact of the increased activity towards the end of the third quarter, and expect to see further production benefit in the fourth quarter which should reduce the base production decline rate. We believe our overall annual base decline rate ranges from 10% to 15%. development activities.

We cannot guarantee our planned increase in investments will result in a rapid reversal of, or a significant increase in, production trends. Over the long term, if commodity prices fall again orand remain at those depressed levels, we may experience continued declines in our production and reserves, which could reduce our liquidity and ability to satisfy our debt obligations by negatively impacting our cash flow from operations, the value of our assets and our borrowing base.

We focus on creating value and are committed to keeping our internally fund ourfunded capital budget withwithin our operating cash flows. Our low decline assets plus our high level of operational control and absence of significant long-term drilling commitments give us the flexibility to adjust the level of suchour capital investments as circumstances warrant. We create dynamic budgets that can be adjusted to align investments with projected cash flows. In the event of improvedWe are also focusing our capital on oil projects, which provide higher margins and more consistent prices andlow decline rates that we believe will generate growing cash flow and fund increasing capital budgets to grow production assuming stable or increasing product pricing and modest service cost inflation. In this scenario, we may chooseexpect to deploy additional capital based onbe able to strengthen our Value Creation Index (VCI) investment metric, while abiding by our financial covenants.balance sheet organically.

We have taken a number of other steps to better align our cost structure with the current price environment including a reduction of our workforce to below 1,500 employees as of September 2016. As a result of these steps, in 2016, we have seen a reduction in our production costs and general and administrative expense below 2015 levels. These measures have helped offset some of the cash flow effects of prolonged low commodity prices.

In January and February 2016, we repurchased over $100 million in aggregate principal amount of the senior unsecured notes for under $13 million in cash. In May 2016, we entered into privately negotiated exchange agreements with a holder of our 6% Senior Notes due 2024 and our 5 ½% Senior Notes due 2021 to exchange a total of approximately 2.1 million shares of our common stock on a post-split basis for notes in the aggregate principal amount of $80 million. In August 2016, we issued a new $1 billion first lien, second out term loan credit facility (2016 Second Out Credit Agreement) to prepay a portion of our existing term loans and reduce outstanding revolving loans under our first lien, first out credit facility (2014 First Out Credit Facilities). In October 2016, we entered into privately negotiated exchange agreements with certain holders of our 6% Senior Notes due 2024 and 5 1/2% Senior Notes due 2021 to exchange a total of 1.3 million shares of our common stock for notes in the aggregate principal amount of $23 million.

Given the state of the commodity markets, we will continue to evaluate opportunities to strengthen our balance sheet to competitively position the company for the longer term. AsWe expect our main source of deleveraging, as measured by a result,lower leverage ratio, will come from our future production growth through reinvesting substantially all of our operating cash flow into our business. However, we may also from time to time seek to further reduce our outstanding debt using cash from asset sales, other monetizations or other monetizations, exchanging debt for other debt or equity securities or engaging in joint ventures and other activities.sources. Such activities, if any, will depend on available funds, prevailing market conditions, our liquidity requirements, contractual restrictions in our credit facilities, perceived credit risk by counterparties and other factors. The amounts involved may be material. However, weWe can give no assurances that any of these efforts will be successful or adequately strengthen our balance sheet.successful.



Our strategy for protecting our cash flows and liquidity also includes our hedging program. We currently have the following Brent-based crude oil and PG&E City Gate-based gas hedges:contracts, which includes activity subsequent to March 31, 2017:
Q4 2016 FY 2017 FY 2018Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 - Q4 2018 FY 2019 FY 2020
Crude Oil                  
Calls:                  
Barrels per day25,000
 15,500
 21,500
5,600
 5,600
 10,600
 16,200
 15,500
 500
 400
Weighted-average price per barrel$53.62
 $54.17
 $58.21
$55.60
 $57.54
 $56.83
 $58.81
 $58.87
 $60.00
 $60.00
                  
Puts:                  
Barrels per day3,000
 14,300
 
20,600
 17,600
 10,600
 600
 500
 500
 400
Weighted-average price per barrel$50.00
 $48.60
 $
$50.24
 $50.85
 $48.11
 $50.00
 $50.00
 $50.00
 $50.00
                  
Swaps:                  
Barrels per day39,000
 20,000
 
20,000
 25,000
 25,000
 
 
 
 
Weighted-average price per barrel$49.71
 $53.98
 $
$53.98
 $54.99
 $54.99
 $
 $
 $
 $
     
Gas     
Swaps:     
MMBTU per day3,800
 
 
Weighted-average price per MMBTU$3.49
 $
 $
     
Forward Contracts:     
MMBTU per day
 4,700
 
Weighted-average price per MMBTU$
 $3.53
 $
Certain
A small portion of these derivatives are attributable to BSP's noncontrolling interest, including all the 2019 and 2020 positions. Some of our third and fourth quarter 2017 crude oil swaps grant our counterparty acounterparties quarterly optionoptions to increase volumes by up to 10,000 barrels per day for thateach quarter at a weighted-average Brent price of $55.46. Our counterparties also have options to further increase volumes for the second half of 2017 by up to 10,000 barrels per day at a weighted-average Brent price of $60.24.

Credit Facilities

2014 First-Out Credit Facilities

The 2014 First OutFirst-Out Credit Facilities comprise (i) a (i) $671$609 million senior term loan facility (the Term Loan Facility) and (ii) a $1.4 billion senior revolving loan facility (the Revolving Credit Facility). We are permitted to increase the size of the Revolving Credit Facility by up to $250 million if we obtain additional commitments from new or existing lenders. The facility matures at the earlier of November 2019 and the 182nd day prior to the maturity of our 5% senior unsecured notes due January 15, 2020 (the 2020 notes), to the extent more than $100 million of such notes remain outstanding at such date. The Revolving Credit Facility includes a sub-limit of $400 million for the issuance of letters of credit.

As of February 2016, we amended the 2014 First Out Credit Facilities to change certain of our financial and other covenants. We again amended this agreement in April 2016 to facilitate certain types of deleveraging transactions and in August 2016 to further change certain of our covenants, grant additional collateral to our lenders and permit the incurrence of debt under the 2016 Second Out Credit Agreement. Borrowings Our credit limit under the 2014 First OutFirst-Out Credit FacilityFacilities is $2.01 billion. Borrowings under these facilities are also subject to a borrowing base, thatwhich was reaffirmed at $2.3 billion as of NovemberMay 1, 2016. 2017.

As of March 31, 2017 and December 31, 2016, we had outstanding borrowings of $769 million and $847 million under our Revolving Credit Facility and $609 million and $650 million under the Term Loan Facility, respectively. In each of the quarters ended March 31, 2017 and 2016, we made a $25 million scheduled quarterly payment on the Term Loan Facility. Additionally, in February 2017, we made a $16 million Term Loan Facility prepayment from the proceeds of non-core asset sales.

In February 2017, we amended the 2014 First-Out Credit Facilities to facilitate additional joint venture transactions and note repurchases, eliminate our capital expenditure restriction and adopt a minimum liquidity covenant.

We have granted the lenders under the 2014 First OutFirst-Out Credit Facilities a first-priority lien in a substantial majority of our assets, including our Elk Hills power plant and midstream assets. We also granted a lien in the same assets to the lenders under ourthe 2016 Second OutSecond-Out Credit Agreement and the holders of our 8% senior second lien secured second-lien notes due in 2022.December 15, 2022 (2022 notes).



As of September 30, 2016 and December 31, 2015, we had outstanding borrowings under our Revolving Credit Facility of $772 million and $739 million, respectively, and outstanding borrowings of $671 million and $1 billion under the Term Loan Facility, respectively. We made scheduled quarterly payments on the Term Loan Facility during the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, an $11 million prepayment from the proceeds of non-core asset sales in the quarter ended June 30, 2016 and a $250 million prepayment from proceeds of the 2016 Second Out Credit Agreement.
Borrowings under the 2014 First OutFirst-Out Credit Facilities bear interest, at our election, at either a LIBOR rate or an alternate base rate (ABR) (equal to the greatesthighest of (i) the administrative agent’s prime rate, (ii) the one-month LIBOR rate plus 1.00% and (iii) the federal funds effective rate plus 0.50%, (ii) the administrative agent’s prime rate and (iii) the one-month LIBOR rate plus 1.00%), in each case plus an applicable margin. This applicable margin is based, while our total leverage ratio exceeds 3.00:1.00, on our borrowing base utilization and will vary from (a) in the case of LIBOR loans, 2.50% to 3.50% and (b) in the case of ABR loans, 1.50% to 2.50%. The unused portion of the Revolving Credit Facility commitments as limited by the borrowing base, is subject to a commitment fee equal to 0.50% per annum. We also pay customary fees and expenses under the 2014 First OutFirst-Out Credit Facilities. Interest on ABR loans is payable quarterly in arrears.  Interest on LIBOR loans is payable at the end of each LIBOR period, but not less than quarterly.

Our financial performance covenants under the 2014 First OutFirst-Out Credit Facilities require that (i) the ratio of our first priority, first outfirst-lien, first-out secured debt to trailing four quarter EBITDAX (the First-Lien First-Out Leverage Ratio) not exceed 3.50 to 1.00 at any quarter end through the quarter endingMarch 31 and June 30, 2017 and 3.25 to 1.00 for the quarters endingat September 30 and December 31, 2017 and (ii) the total interest expense coverage ratio at each quarter end not be less than 1.20 to 1.00 at any quarter end through the quarter ending December 31, 2017. StartingBeginning with the end of the first quarter of 2018, the First-Lien First-Out Leverage Ratio may not exceed 2.25 to 1.00 and the total interest expense coverage ratio may not be less than 2.00 to 1.00. The covenants also include a newrequirement that our first-lien asset coverage ratio ofmust be at least 1.20 to 1.00 as of anyeach June 30 and December 31 beginning Decemberand a requirement that minimum monthly liquidity be not less than $250 million as of the last day of any calendar month. As of March 31, 2016, which is consistent with a covenant included in2017, we had approximately $500 million of available borrowing capacity, subject to the 2016 Second Out Credit Agreement described below.minimum liquidity requirement.

Our 2014 First Out Credit Facilities require us toWe must generally apply 100% of the net cash proceeds from asset sales (other than permitted development joint ventures) to repay loans outstanding under the 2014 First OutFirst-Out Credit Facilities, except that we are permitted to use up to 40% (or, if our leverage ratio is less than 4:00 to 1:00, 60%)50% of net cash proceeds from non-borrowing base asset sales or monetizations (i) to repurchase our notes to the extent available at a significant minimum discount to par, as specified in the 2014 First Out Credit Facilities.facilities, (ii) to purchase up to $140 million of certain of our unsecured notes at a discount, (iii) for general corporate purposes or (iv) for oil and gas expenditures. At least 75% of asset sale proceeds must be in cash (50% for sales of non-borrowing base assets unless our leverage ratio is less than 4:00 to 1:00 at which time the requirement falls to 40%), other than permitted development joint ventures and certain other transactions. The 2014 First OutFirst-Out Credit Facilities also permit us to incur up to an additional $50 million of non-facility indebtedness, which may be secured by non-borrowing base assets, subject to compliance with our financial covenants and indentures;indentures, the proceeds of which must be applied to repay the Term Loan Facility. We must apply cash on hand in excess of $150 million daily to repay amounts outstanding under our Revolving Credit Facility. Further, we are restricted from (i) paying dividends or making other distributions to common stockholders and (ii) making capital investments in excess of $125 million during 2016 or in excess of $200 million during 2017 with a carryover of unused 2016 amounts. The amount permitted to be invested can be increased dollar-for-dollar at any time after June 30, 2017 by the lesser of (a) $50 million and (b) the positive difference between (i) a measure of our liquidity as of June 30, 2017 and (ii) the sum of $500 million and net cash proceeds obtained from non-borrowing base asset dispositions.stockholders.

Our borrowing base under the 2014 First OutFirst-Out Credit Facilities is redetermined each May 1 and November 1. The borrowing base will beis based upon a number of factors, including commodity prices and reserves. Increases in our borrowing base require approval of at least 80% of our revolving lenders, as measured by exposure, while decreases or affirmations require a two-thirds approval. We and the lenders (requiring a request from the lenders holding two-thirds of the revolving commitments and outstanding loans) each may request a special redetermination once in any period between three consecutive scheduled redeterminations. We will be permitted to have collateral released when both (i) our credit ratings are at least Baa3 from Moody's and BBB- from S&P, in each case with a stable or better outlook, and (ii) certain permitted liens securing other debt are released.

Substantially all of the restrictions imposed by the February 2016 amendment to theSecond-Out Credit Facilities, other than the requirement for semiannual borrowing base redeterminations, may terminate in the future if we are able to comply with the financial covenants as they existed prior to giving effect to the amendment.Agreement



In August 2016, we entered into a $1 billion 2016 Second-Out Credit Agreement. The net borrowings under the 2016 Second OutSecond-Out Credit Agreement were used to (i) prepay $250 million of the Term Loan Facility and (ii) reduce our Revolving Credit Facility by $740 million. The proceeds received were net of a $10 million original issue discount. The term loans bearloan under the 2016 Second-Out Credit Agreement bears interest at a floating rate per annum equal to 10.375%LIBOR plus LIBOR,10.375%, subject to a 1.00% LIBOR floor, determined for the applicable interest period (or ABR rates plus 9.375% in certain circumstances). Interest on ABR loans is payable quarterly in arrears. Interest on LIBOR loans is payable at the end of each LIBOR period, but not less than quarterly. Interest on ABR loans is payable quarterly in arrears.



The 2016 Second OutSecond-Out Credit Agreement is secured by a security interest in the same collateral used to secure the 2014 First OutFirst-Out Credit Facilities, but, under intercreditor arrangements with ourthe 2014 First OutFirst-Out Credit Facilities lenders, are second in collateral recovery behind such lenders. Prepayment of the 2016 Second OutSecond-Out Credit Agreement is subject to a make-whole premium prior to the third anniversary of closing and a premium to par equal to 50% of coupon between the third anniversary and the fourth anniversary. Following the fourth anniversary, we may redeem at par. The 2016 Second Out Credit Agreement matures onAt both March 31, 2017 and December 31, 2021, but if the aggregate principal amount outstanding of either our 2020 Notes or our 5½% senior unsecured notes due September 15, 2021 (the 2021 Notes) exceeds $100 million 91 days prior to their respective maturity dates, the maturity date of the term loans will accelerate to such prior 91st day. As of September 30, 2016, we had $193 million and $149 million in aggregate principal amount of$1 billion outstanding 2020 notes and 2021 notes, respectively.under the 2016 Second-Out Credit Agreement.

The 2016 Second OutSecond-Out Credit Agreement provides for customary covenants and events of default consistent with, or generally less restrictive than, the covenants in ourthe 2014 First OutFirst-Out Credit Facilities, including limitations on additional indebtedness, liens, asset dispositions, investments and restricted payments and other negative covenants, in each case subject to certain limitations and exceptions. Additionally, the 2016 Second OutSecond-Out Credit Agreement requires us to maintain a first-lien asset coverage ratio of 1.20 to 1.00 as of any June 30 and December 31, beginning December 31, 2016, consistent with the 2014 First Out Credit Facilities.

All obligations under the 2014 First Out Credit Facilities and the 2016 Second Out Credit Agreement (Credit Facilities) are guaranteed jointly and severally by all of our material wholly owned subsidiaries. The assets and liabilities of subsidiaries not guaranteeing the debt are de minimis.

At September 30, 2016, we were in compliance with the financial and other covenants under ourFirst-Out Credit Facilities.

Senior Notes

In October 2014, we issued $5.00$5 billion in aggregate principal amount of our senior unsecured notes, including $1.00$1 billion of 2020 notes, $1.75 billion of 2021 notes and $2.25 billion of 6% senior unsecured notes due November 15, 2024 (the 2024(2024 notes and together with the 2020 notes and the 2021 notes,collectively, the unsecured notes). The unsecured notes were issued at par and are fully and unconditionally guaranteed on a senior unsecured basis by all of our material subsidiaries. We used the net proceeds from the issuance of the unsecured notes to make a $4.95 billion cash distribution to Occidental in October 2014.

In December 2015, we exchanged $534 million, $921 million and $1,358 million in aggregate principal amount of the 2020 notes, the 2021 notes, and the 2024 notes, respectively, forissued $2.25 billion in aggregate principal amount of newly issued 8% senior secured second lienour 2022 notes due December 15, 2022 (the 2022 notes).which we exchanged for $2.8 billion of our outstanding unsecured notes. We recorded a deferred gain of approximately $560 million on the debt exchange, which will be amortized using the effective interest rate method over the term of the 2022 notes. Additionally, we incurred approximately $28 million in third-party costs which were fully expensed in 2015. Our 2022 notes are secured on a second-priority basis, subject to the terms of an intercreditor agreement and collateral trust agreement, by a lien on the same collateral used to secure our obligations under ourthe 2014 First-Out Credit Facilities.Facilities and 2016 Second-Out Credit Agreement (collectively, the Credit Facilities).

DuringIn December 2015, we repurchased approximately $33 million in principal amount of the three months ended March 31,2020 notes for $13 million in cash.

In 2016, we repurchased over $100 million in aggregate principal amount$1.5 billion of the seniorour outstanding unsecured notes, for under $13primarily using drawings of $750 million in cash. During the three months ended June 30, 2016, we entered into privately negotiated exchange agreements with a holder ofon our 6% Senior Notes due 2024Revolving Credit Facility and our 5 ½% Senior Notes due 2021 to exchange a total ofcash from operations. We also exchanged approximately 2.13.4 million shares of our common stock on a post-split basis for unsecured notes in the aggregate principal amount of $80over $100 million.



In August 2016,the first quarter of 2017, we repurchased $197 million, $605 million and $613$28 million in aggregate principal amount of our 2020 notes 2021 notes and 2024 notes, respectively, for $750$24 million, using our Revolving Credit Facility, resulting in a $660$4 million pre-tax gain, net of related expenses. These repurchases resulted in a net reductionThe first quarter of our debt2016 included an $89 million pre-tax gain resulting from the repurchase of $625 million. Additionally, we wrote off approximately $12 million of deferred costs related to the repurchased notes.

In October 2016, we entered into privately negotiated exchange agreements with certain holders of our 6% Senior Notes due 2024 and 5 1/2% Senior Notes due 2021 to exchange a total of 1.3 million shares of our common stock for notes in the aggregate principal amount of $23 million.that quarter.

We will pay interest semiannually in cash in arrears on January 15 and July 15 for the 2020 notes, on March 15 and September 15 for the 2021 notes, on June 15 and December 15 for the 2022 notes and on May 15 and November 15 for the 2024 notes.

The indentures governing the senior unsecured notes and the second lien secured2022 notes each include covenants that, among other things, limit our and our subsidiaries’ ability to incur debt secured by liens. The indentures also restrict our ability to merge or consolidate with, or transfer all or substantially all of our assets to, another entity. These covenants are subject to a number of important qualifications and limitations that are set forth in the indenture. The covenants are not, however, directly linked to measures of our financial performance. In addition, if we experience a “change of control triggering event” (as defined in the indentures) with respect to a series of notes, we will be required, unless we have exercised our right to redeem the notes of such series, to offer to purchase the notes of such series at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest. The indenture governing our second lien securedthe 2022 notes also restricts our ability to sell certain assets and to release collateral from liens securing the second lien secured2022 notes, unless the collateral is released in compliance with ourthe 2014 First-Out Credit Facilities.

We may redeem the unsecured notes prior to their maturity dates, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed plus a make-whole amount and accrued and unpaid interest.



We may redeem the 2022 notes (i) prior to December 15, 2017 from the proceeds of certain equity offerings, in an amount up to 35% of the initial aggregate principal amount of the notes initially issued plus any additional notes issued, at a redemption price equal to 108% of the principal amount redeemed, plus accrued and unpaid interest (ii) prior to December 15, 2018, in whole or in part at a redemption price equal to 100% of the principal amount redeemed plus a make-whole amount and accrued and unpaid interest and (iii) on or after December 15, 2018, in whole or in part at a fixed redemption price during 2018, 2019 and thereafter of 104%, 102% and 100% of the principal amount redeemed, respectively, plus accrued and unpaid interest.

Other

All obligations under the Credit Facilities and the notes are guaranteed both fully and unconditionally and jointly and severally by all of our material wholly owned subsidiaries. The assets and liabilities, results from operations and cash flows of our operating subsidiaries not guaranteeing the debt are de minimis. Our joint venture with BSP was funded in mid-March 2017 and is not a subsidiary guarantor.

The terms and conditions of all of our indebtedness are subject to additional qualifications and limitations that are set forth in the relevant governing documents.

At March 31, 2017, we were in compliance with all the financial and other covenants under our Credit Facilities.

A one-eighth percent change in the variable interest rates on the borrowings under our Credit Facilities on September 30, 2016,March 31, 2017 would result in a $3 million change in annual interest expense.

As of September 30, 2016March 31, 2017 and December 31, 2015,2016, we had letters of credit in the aggregate amount of approximately $127 million and $70 million (including $122 million and $49$130 million under the Revolving Credit Facility), respectively, whichFacility. These letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters.

Cash Flow Analysis
 Nine months ended September 30,Three months ended March 31,
 2016 20152017 2016
 (in millions)(in millions)
Net cash flows provided by operating activities $145
 $412
$133
 $115
Net cash flows used in investing activities $(31) $(542)
Net cash flows (used) provided by financing activities $(116) $120
Net cash flows used by investing activities$
 $(29)
Net cash flows used by financing activities$(95) $(88)
Adjusted EBITDAX (a)
 $448
 $680
$200
 $124

(a)We define adjusted EBITDAX consistent with our first lien, first out credit facilitiesthe 2014 First-Out Credit Facilities as earnings before interest expense; income taxes; depreciation, depletion and amortization; exploration expense; and other non-cash, unusual and infrequent items. Our management believes adjusted EBITDAX provides useful information in assessing our financial condition, results of operations and cash flows and it is widely used by the industry and investment community. The amounts included in the calculation of adjusted EBITDAX were computed in accordance with GAAP. This measure is a material component of our financial covenants under our first lien, first out credit facilitiesthe 2014 First-Out 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 adjusted EBITDAX are significant components in understanding and assessing our financial performance, such as our cost of capital and tax structure, as well as the historic cost of depreciable and depletable assets. Adjusted EBITDAX should be read in conjunction with the information contained in our financial statements prepared in accordance with GAAP.



The following table sets forth a reconciliation of the GAAP measure of net cash provided by operating activities to the non-GAAP financial measure of adjusted EBITDAX:
 Nine months ended September 30,Three months ended March 31,
 2016 20152017 2016
 (in millions)(in millions)
Net cash provided by operating activities $145
 $412
$133
 $115
Cash interest 244
 248
44
 48
Exploration expenditures 13
 20
5
 5
Other changes in operating assets and liabilities 32
 (6)17
 (51)
Plant turnaround, outage and other costs 14
 6
Other1
 7
Adjusted EBITDAX $448
 $680
$200
 $124

Our net cash provided by operating activities was $145 million and $412 million for the ninethree months ended September 30, 2016 and 2015, respectively. The first nine months of 2016, as compared withMarch 31, 2017 increased by $18 million to $133 million from $115 million in the same period in 2015,of 2016. The increase reflected lowerhigher revenues of $466approximately $113 million, primarily due to lowerthe net effect of higher commodity prices, lower volumes and volumes, netlower derivative gains from cash settlements, as well as $6 million of cash
generated from our hedging program,lower taxes other than on income and lower interest payments of $4 million; partially offset by lowerhigher production costs of $147$27 million theand higher cash portion of general and administrative expenses of $46 million and taxes other than on income of $32$11 million, as well as the negative effect oflower cash from working capital changes.in the first quarter of 2017.

Our net cash flow used by investing activities decreased $511of zero for the three months ended March 31, 2017 included approximately $50 million of capital investments offset by proceeds from asset divestitures of $33 million and changes in capital investment accruals of $17 million. Our net cash flow used by investing activities of $29 million for the ninethree months ended September 30,March 31, 2016 compared to the same periodprimarily included $28 million of 2015, primarily due to significantly lower capital investments and lower payments related to capital activity from prior periods.investments.

Our net cash flow used by financing activities of $116$95 million for the ninethree months ended September 30, 2016March 31, 2017 included approximately $33$78 million inof net proceeds frompayments on the Revolving Credit Facility, $329$41 million inof payments on the Term Loan Facility and $814$26 million inof debt repurchases and other costs.transaction costs, partially offset by net contributions from our noncontrolling interest of $49 million. Our net cash flow provided by financing activities of $120$88 million for the ninethree months ended September 30, 2015March 31, 2016 primarily included approximately $121$44 million inof net proceedspayments on the Revolving Credit Facility.Facility, $25 million of payments on the Term Loan Facility and debt repurchase and amendment costs of $20 million.

20162017 Capital Program

At the beginning of the year, we budgeted $50 million for our 2016 capital program, primarily to maintain the mechanical integrity of our facilities and systems and operate them safely. In the first half of the year, we further reduced the pace of our capital program to below our initial budget. Since then and in response to recent commodity price improvements, we have modestly increased our planned 2016 capital investments to approximately $75 million to $80 million. Our slowdown of drilling activity from late 2015 through the first half of 2016, coupled with the selective deferral of expense and capital workover activity, led to a decline in production in 2016. However, we began increasing activity levels gradually towards the end of the second quarter, continuing in to the third quarter. We started experiencing the positive impact of the increased capital activity towards the end of the third quarter, and expect to see further production benefit in the fourth quarter which should reduce the base production decline rate. We believe our overall annual base decline rate ranges from 10% to 15%. We cannot guarantee our planned increase in investments will result in a rapid reversal of, or a significant increase in, production trends. Over the long term, if commodity prices fall again or remain at depressed levels, we may experience continued declines in our production and reserves, which could reduce our liquidity and ability to satisfy our debt obligations by negatively impacting our cash flow from operations, the value of our assets and our borrowing base.

We focus on creating value and are committed to maintain our internally fund ourfunded capital budget withwithin our operating cash flows. Our low decline assets plus our high level of operational control and absence of significant long-term drilling commitments givegives us the flexibility to adjust the level of such capital investments as circumstances warrant. We createbegan 2017 with two rigs and had an average of three rigs for the quarter ended March 31, 2017. By the end of the year, we expect to be operating eight rigs, with two focused on steamfloods, two on shales, one on waterfloods and three on conventional reservoirs. We expect that one of the rigs will also be used for exploration in the second half of the year. We have developed a dynamic budgets thatplan which can be adjustedscaled up or down depending on the price environment. Our 2017 base capital budget was initially set at approximately $300 million. The two joint ventures we entered into contemplate our partners providing capital for the development of certain of our oil and gas properties. As a result, we are increasing our total 2017 capital program to align investments with projected cash flows. In the eventa range of improved$400 million to $425 million. The program will include up to $150 million in joint venture drilling and more consistent pricescompletions and cash flow, we may choose to deploy additionalinternally funded amounts of $120 million for drilling and completions, $60 million for capital basedworkovers, $50 million for facilities, $25 million primarily for mechanical integrity projects and $20 million for exploration. Our 2017 development program will focus on our VCI investment metric, while abiding by our financial covenants.core fields - Elk Hills, Wilmington, Kern Front, Buena Vista, Mt. Poso, Pleito Ranch, Wheeler Ridge and the delineation of Kettleman North Dome.



Lawsuits, Claims, Contingencies and Commitments

We, or certain of our subsidiaries, are involved, in the normal course of business, in lawsuits, environmental and other claims and other contingencies that seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief.

On April 21, 2016, a
The previously disclosed purported class action was filed against us in the United States District Court for the Southern District of New York on behalf of all beneficial owners of our unsecured notes from November 12, 2015relating to the present.  The complaint alleges that our December 2015 debt exchange excluded non-qualified institutional holders in violation of the Trust Indenture Act of 1939 and related law and, thereby, impaired their rights to receive principal and interest payments.  The purported class action seeks declaratory relief that the debt exchange and the liens securing the new notes are null and void and that the debt exchange resultedwas dismissed in a default.  The plaintiff also seeks monetary damages and attorneys’ fees.  We plan to vigorously defend against the claims made by the plaintiff.

April 2017.
We accrue reserves for currently outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. ReservesReserve balances at September 30, 2016March 31, 2017 and December 31, 20152016 were not material to our 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 accrued on our balance sheet would not be material to our consolidated financial position or results of operations.

We, our subsidiaries, or both, have indemnified various parties against specific liabilities those parties might incur in the future in connection with the Spin-off, purchases and other transactions that they have entered into with us. These indemnities include indemnities made to Occidental against certain tax-related liabilities that may be incurred by Occidental relating to the Spin-off and liabilities related to operation of our business while it was still owned by Occidental. As of September 30, 2016,March 31, 2017, we are not aware of material indemnity claims pending or threatened against us.

the company.
We were contactedare currently under examination by the Internal Revenue Service for examination of our U.S. federal income tax return for the one month ended December 2014. Subsequent taxablepost-Spin-off period in 2014 and calendar year 2015. No significant issues have been raised to date. State returns for these years and state returns remain subject to examination.

Significant Accounting and Disclosure Changes

In August 2016,January 2017, the Financial Accounting Standards Board (FASB) issued new rules that modify how certain cash receiptschanged the definition of a business to assist entities with evaluating when a set of transferred assets and cash payments are presented and classified in the statement of cash flows. Theseactivities is a business. The rules are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with earlier adoption permitted. We are currently evaluating the impact of these rules on our financial statements.
In June 2016, the FASB issued rules that change how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value. These rules are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluatingdo not expect the impactadoption of these rules on our financial statements.
In April 2016, the FASB issued rules requiring that entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, in March 2016, the FASB issued rules intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and whether an entity reports revenue onhave a gross or net basis. These rules have the same effective date, generally in the first interim period of fiscal year 2018, as the related revenue standard issued in 2014. We are currently evaluating thesignificant impact of these rules on our financial statements.
In February 2016, the FASB issued rules requiring lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months and to include qualitative and quantitative disclosures with respect to the amount, timing, and uncertainty of cash flows arising from leases. These rules will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. We are currently evaluating the impact of these rules on our financial statements.


In January 2016,March 2017, the FASB issued rules requiring employers that modify how entities measure equity investmentssponsor defined benefit plans for pensions and postretirement benefits to present changesthe service cost component of net periodic benefit cost in the fair value of financial liabilities. Unlesssame income statement line item as other employee compensation costs arising from services rendered during the investments qualifyperiod. Only the service cost component will be eligible for a practicality exception,capitalization in assets. Employers will present the new rules require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidationother components of the investee). Entities will have to record changes in instrument-specific credit risk for financial liabilities measured undernet periodic benefit cost separately from the fair value option in other comprehensiveline item that includes the service cost and outside of any subtotal of operating income. These newThe rules becomeare effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with no early adoption permitted. We are currently evaluatingdo not expect the impactadoption of these rules but we do not expect them to have a significant impact on our financial statements.

Safe Harbor Statement Regarding Outlook and Forward-Looking Information

The information in this document includes forward-looking statements that involve risks and uncertainties that could materially affect our expected results of operations, liquidity, cash flows and business prospects. Such statements specifically include our expectations as to our future financial position, liquidity, cash flows, results of operations and business prospects, budgets, drilling and workover program, maintenance capital projectedrequirements, production, projected costs, future operations, reserves, hedging activities, future transactions plannedand capital investments and other guidance. Actual results may differ from anticipated results, sometimes materially, and reported results should not be considered an indication of future performance. You can typically identify forward-looking statements by words such as aim, anticipate, believe, budget, continue, could, effort, estimate, expect, forecast, goal, guidance, intend, likely, may, might, objective, outlook, plan, potential, predict, project, seek, should, target, will or would and other similar words that reflect the prospective nature of events or outcomes. For any such forward-looking statement that includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, sometimes materially. Material risks that may affect our results of operations and financial position appear in Part I, Item 1A, Risk Factors of the 20152016 Form 10-K.



Factors (but not necessarily all the factors) that could cause results to differ include: commodity price fluctuations; the ability of our lenders to limit our borrowing capacity; other liquidity constraints; the effect of our debt on our financial flexibility; limitations on our ability to enter efficient hedging transactions; insufficiencyinsufficient capital, including as a result of ourlender restrictions, lower-than-expected operating cash flow, to fund plannedunavailability of capital expenditures; steeper than expected production decline rates;markets or inability to implement our capital investment program;attract investors; equipment, service or labor price inflation or unavailability; inability to replace reserves; inability to timely obtain government permits and approvals; inability to monetize selected assets;assets or enter into favorable joint ventures; restrictions and changes in restrictions imposed by regulations including those related to our ability to obtain, use, manage or dispose of water or use advanceddrilling, completion, well stimulation, techniques like hydraulic fracturing;operation, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of our products; risks of drilling; unexpected geologic conditions; tax law changes; changes in business strategy; competition with larger, better funded competitors for and costs of oilfield equipment, services, qualified personnel and acquisitions; the subjective nature ofincorrect estimates of proved reserves and related future net cash flows; risks related to our disposition, joint venture and acquisition activities; restriction of operations to, and concentration of exposure to events such as industrial accidents, natural disasters and labor difficulties in, California; the recoverability of resources; concerns about climate change and air quality issues;limitations on our ability to enter efficient hedging transactions; steeper than expected production decline rates; lower-than-expected production, reserves or resources from development projects or acquisitions; catastrophic events for which we may be uninsured or underinsured; the effects of litigation; disruptions due to, insufficient insurance against and concentration of exposure in California to, accidents, mechanical failures, transportation constraints, labor difficulties, cyber attacks; operational issues that restrict market access; and uncertainties related to the Spin-off and the agreements related thereto.attacks or other catastrophic events.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made.

All forward-looking statements, expressed or implied, included in this report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.



Item 3.
Quantitative and Qualitative Disclosures About Market Risk

For the three and nine months ended September 30, 2016,March 31, 2017, there were no material changes in the information required to be provided under Item 305 of Regulation S-K included under the caption Management's Discussion and Analysis of Financial Condition and Results of Operations (Incorporating Item 7A) - Quantitative and Qualitative Disclosures About Market Risk in the 20152016 Form 10-K, except as discussed below.
Commodity Price Risk
As of September 30, 2016,March 31, 2017, we had a net derivative assetsliability of $31 million and derivative liabilities of $128$20 million carried at fair value, as determined from prices provided by external sources that are not actively quoted, which predominantly mature in 2016 through2017 and 2018. See additional hedging information in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources."

Credit Risk
Our credit risk relates primarily to trade receivables and derivative financial instruments. Credit exposure for each customer is monitored for outstanding balances and current activity. For derivative swaps and options entered into as part of our hedging program, we are subject to counterparty credit risk to the extent the counterparty is unable to meet its settlement commitments. We actively manage this credit risk by selecting counterparties that we believe to be financially strong and continuing to monitor their financial health. Concentration of credit risk is regularly reviewed to ensure that counterparty credit risk is adequately diversified.

As of September 30, 2016,March 31, 2017, the substantial majority of the credit exposures related to our business was with investment grade counterparties. We believe exposure to credit-related losses related to our business at September 30, 2016March 31, 2017 was not material and losses associated with credit risk have been insignificant for all years presented.

Item 4.
Controls and Procedures

Our President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer supervised and participated in our evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.  Based upon that evaluation, our President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2016.March 31, 2017.
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the thirdfirst quarter of 20162017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II    OTHER INFORMATION
 

Item 1.
Legal Proceedings

For information regarding legal proceedings, see Note 67 to the consolidated condensed financial statements in Part I of this Form 10-Q and Part I, Item 3, "Legal Proceedings" in the Form 10-K for the year ended December 31, 2015.2016.

The South Coast Air Quality Management District has issued notices of violation to a subsidiary of the company and its predecessor alleging that emissions at a facility in Huntington Beach, California exceeded permit conditions over certain periods in the past three years. The subsidiary is cooperating with the District to address the matter, which is expected to include monetary sanctions in excess of $100,000 but is not expected to be material to our financial statements.
Item 1.A.
Risk Factors

We are subject to various risks and uncertainties in the course of our business. A discussion of such risks and uncertainties may be found under the heading "Risk Factors" in our Form 10-K for the year ended December 31, 2015.2016.

Item 5.
Other Disclosures

NoneNone.

Item 6.
Exhibits
 
 10.1FifthSixth Amendment to Credit Agreement, dated August 12, 2016,as of February 14, 2017, among California Resources Corporation, as the Borrowers andBorrower, JP Morgan 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 (incorporated by reference herein to Exhibit 10.210.1 to the Registration’sRegistrant’s Current Report on Form 8-K filed August 17, 2016).
10.2Credit Agreement, dated August 12, 2016, among California Resources Corporation, as the Borrower, the several Lenders from time to time parties thereto, Goldman Sachs Bank USA, as Lead Arranger and Bookrunner, and The Bank of New York Mellon Trust Company, N.A., as Administrative Agent and Collateral Agent (incorporated by reference herein Exhibit 10.1 to the Registration’s Current Report on Form 8-K filed August 17 2016)February 16, 2017).
10.3*Omnibus Amendment, dated September 12, 2016, among California Resources Corporation, the Guarantors party thereto, the Collateral Trustee and the other parity lien representatives party thereto.
10.4*Intercreditor Agreement, dated December 15, 2015 between JP Morgan Chase Bank, N.A., as Priority Lien Agent and The Bank of New York Mellon trust Company, N.A., as Second Lien Collateral Agent for the Second Lien Secured Parties.
10.5*Form of 2016 Nonstatutory Stock Option Award Terms and Conditions.
10.6*Form of Performance Incentive Award Terms and Conditions.
   
 12Computation of Ratios of Earnings to Fixed Charges.
   
 31.1Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 31.2Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 32.1Certifications of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
 101.INSXBRL Instance Document.
   
 101.SCHXBRL Taxonomy Extension Schema Document.
   
 101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
   
 101.LABXBRL Taxonomy Extension Label Linkbase Document.
   
 101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
   
 101.DEFXBRL Taxonomy Extension Definition Linkbase Document.

* - Filed herewith.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 CALIFORNIA RESOURCES CORPORATION 


DATE:  November 3, 2016May 4, 2017/s/ Roy Pineci 
  Roy Pineci 
  Executive Vice President - Finance 
  (Principal Accounting Officer) 



EXHIBIT INDEX

EXHIBITS

 10.1FifthSixth Amendment to Credit Agreement, dated August 12, 2016,as of February 14, 2017, among California Resources Corporation, as the Borrowers andBorrower, JP Morgan 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 (incorporated by reference herein to Exhibit 10.210.1 to the Registration’sRegistrant’s Current Report on Form 8-K filed August 17, 2016).
10.2Credit Agreement, dated August 12, 2016, among California Resources Corporation, as the Borrower, the several Lenders from time to time parties thereto, Goldman Sachs Bank USA, as Lead Arranger and Bookrunner, and The Bank of New York Mellon Trust Company, N.A., as Administrative Agent and Collateral Agent (incorporated by reference herein Exhibit 10.1 to the Registration’s Current Report on Form 8-K filed August 17 2016)February 16, 2017).
10.3*Omnibus Amendment, dated September 12, 2016, among California Resources Corporation, the Guarantors party thereto, the Collateral Trustee and the other parity lien representatives party thereto.
10.4*Intercreditor Agreement, dated December 15, 2015 between JP Morgan Chase Bank, N.A., as Priority Lien Agent and The Bank of New York Mellon trust Company, N.A., as Second Lien Collateral Agent for the Second Lien Secured Parties.
10.5*Form of 2016 Nonstatutory Stock Option Award Terms and Conditions.
10.6*Form of Performance Incentive Award Terms and Conditions.
   
 12Computation of Ratios of Earnings to Fixed Charges.
   
 31.1Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 31.2Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 32.1Certifications of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
 101.INSXBRL Instance Document.
   
 101.SCHXBRL Taxonomy Extension Schema Document.
   
 101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
   
 101.LABXBRL Taxonomy Extension Label Linkbase Document.
   
 101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
   
 101.DEFXBRL Taxonomy Extension Definition Linkbase Document.

* - Filed herewith.

3937