California Resources Corp
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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Item 5. Market Information for Common Stock
Our common stock is traded under the symbol "CRC" on the New York Stock Exchange (NYSE).
Holders of Record
Our common stock was held by 4 stockholders of record at January 31, 2024, which does not include the beneficial owners for whom Cede and Co. or others act as nominees.
Dividend Policy
Our Board of Directors has approved a cash dividend policy that contemplates a total annual dividend of $1.24 per share of common stock, payable to stockholders in quarterly increments of $0.31 per share. This includes a recent amendment in November 2023 to our prior dividend policy that contemplated a total quarterly dividend of $0.2825 per share of common stock. Post closing of the Aera Merger, we expect to increase our quarterly dividend. Changes to our dividend policy and all dividends are subject to approval by our Board of Directors and will be determined based on conditions including our earnings, liquidity, capital requirements, financial condition, restrictions under our Revolving Credit Facility and Senior Notes and other factors.
Share Repurchases
Our Board of Directors authorized a Share Repurchase Program to acquire up to $1.35 billion of our common stock through December 31, 2025. This includes a recent increase of $250 million and extension approved by our Board of Directors on February 6, 2024. Our Share Repurchase Program does not obligate us to acquire any number of shares and may be discontinued at any time. For further information regarding our Share Repurchase Program, see Part II, Item 7 – Management's Discussion and Analysis of Financial Results of Operations, Share Repurchase Program. Our share repurchase activity for the year ended December 31, 2023 was as follows:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(a) |
|---|---|---|---|---|
| January 1, 2023 - March 31, 2023 | 1,423,764 | $41.25 | 1,423,764 | $— |
| April 1, 2023 - June 30, 2023 | 1,618,746 | $39.12 | 1,618,746 | — |
| July 1, 2023 - September 30, 2023 | 365,145 | $54.75 | 365,145 | — |
| October 1, 2023 - October 31, 2023 | — | $— | — | — |
| November 1, 2023 - November 30, 2023 | — | $— | — | — |
| December 1, 2023 - December 31, 2023 | — | $— | — | — |
| Total 2023 | 3,407,655 | $41.69 | 3,407,655 | $— |
(a)The remaining capacity for shares that may be acquired under our Share Repurchase Program was $497 million as of December 31, 2023 and $747 million as of February 6, 2024.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes the securities available for issuance under equity compensation plans as of December 31, 2023. A description of our stock-based compensation plans can be found in Part II, Item 8 – Financial Statements and Supplementary Data, Note 9 Stock-Based Compensation.
| Plan Category · Number of securities to be issued upon exercise of outstanding options, warrants and rights · Weighted-average exercise price of outstanding options, warrants and rights · Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) | ||||
|---|---|---|---|---|
| (a) · (b) · (c) | ||||
| Equity compensation plans approved by security holders(1) | 1,250,000 | — | 1,192,507 | |
| Equity compensation plan not approved by security holders(2) | 3,149,598 | — | 5,920,463 | |
| Total | 4,399,598 | 7,112,970 | ||
(1)Reflects shares available under our Employee Stock Purchase Plan for purchase at 85% of the lower of the market price at either (i) the beginning of a quarter or (ii) the end of a quarter.
(2)The aggregate number of 9,257,740 shares of our common stock authorized for issuance under our Long-Term Incentive Plan were approved by the Bankruptcy Court as part of the joint plan of reorganization upon our emergence from bankruptcy in 2020. The number of securities to be issued upon vesting of performance stock units assumes all units are earned upon either (i) achieving the specified 60-trading day volume weighted average prices for shares of our common stock or (ii) the absolute total shareholder return and total shareholder return relative to the SPDR S&P Oil and Gas Exploration and Production Exchange-Traded Fund listed on the New York Stock Exchange. See Part II, Item 8 – Financial Statements and Supplementary Data, Note 9 Stock-Based Compensationfor more information on these awards.
Performance Graph
The following graph compares the cumulative total return to stockholders on our common stock relative to the cumulative total returns of the S&P 500 and Dow Jones U.S. Exploration and Production indexes and our peer group. The graph assumes that on October 28, 2020, $100 was invested in our common stock and in each of the peer group companies' common stock weighted by their relative market capitalization, or invested on October 31, 2020 in an index, and that all dividends were reinvested. The results shown are based on historical results and are not intended to suggest future performance.
Our 2023 peer group consisted of Antero Resources Corporation; Berry Corporation; Callon Petroleum Company; Chord Energy Corporation; Civitas Resources, Inc.; Comstock Resources Inc.; Crescent Energy Company; Kosmos Energy Ltd.; Magnolia Oil & Gas Corp; Matador Resources Company; Murphy Oil Corporation; Permian Resources Corporation; Range Resources Corporation; SM Energy Company; Southwestern Energy Company; Talos Energy Inc.; and Vermilion Energy Inc.
Our peer group changed from 2022. We added Civitas Resources, Inc. which is a newly formed company with similar market capitalization and operations. We also added Permian Resources Corporation to our peer group due to its similar market capitalization and operations. We removed Denbury Inc. and PDC Energy, Inc. from our peer group after they were acquired in 2023. We also removed Coterra Energy, Inc., which had a much larger market capitalization.
Our 2022 peer group consisted of Antero Resources Corporation; Berry Corporation; Callon Petroleum Company; Chord Energy Corporation; Comstock Resources Inc.; Coterra Energy Inc.; Crescent Energy Company; Denbury Inc.; Kosmos Energy Ltd.; Magnolia Oil & Gas Corp; Matador Resources Company; Murphy Oil Corporation; PDC Energy, Inc.; Range Resources Corporation; SM Energy Company; Southwestern Energy Company; Talos Energy Inc.; and Vermilion Energy Inc. Denbury Inc. and PDC Energy, Inc. have been excluded from the table below as they were acquired in 2023.
| 10/28/20 | 12/31/20 | 12/31/21 | 12/31/22 | 12/31/23 | |
|---|---|---|---|---|---|
| California Resources Corp | $100.00 | $157.27 | $285.97 | $296.45 | $381.98 |
| S&P 500 | $100.00 | $115.21 | $148.28 | $121.43 | $153.35 |
| Dow Jones US Exploration & Production | $100.00 | $143.37 | $245.05 | $391.02 | $408.69 |
| 2022 Peer Group | $100.00 | $118.70 | $256.53 | $365.51 | $368.66 |
| 2023 Peer Group | $100.00 | $136.65 | $346.08 | $498.98 | $518.83 |
- This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of CRC under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that we specifically request it be treated as soliciting material or specifically incorporate it by reference.
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