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BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
Pending Berry Merger

On September 14, 2025, we entered into a definitive agreement and plan of merger (the Berry Merger Agreement) to combine with Berry Corporation (bry) (Berry) in an all-stock transaction (Berry Merger). Berry is an independent upstream energy company that operates in two business segments: (i) oil and natural gas and (ii) well servicing and abandonment services. Berry's oil and gas assets are located in California and Utah. We expect the transaction will add high quality, oil-weighted, mostly conventional proved developed reserves and sustainable cash flows to our operations.

Pursuant to the Berry Merger Agreement, on the effective date of the merger, we will issue 0.0718 shares of our common stock for each outstanding share of Berry stock. Upon closing of the Berry Merger, we expect Berry's outstanding long-term debt to be repaid and the underlying credit agreement to be terminated. We expect to repay a significant portion of this indebtedness with proceeds from our 2034 Senior Notes, which closed in October 2025. Berry's Revolving Credit Facility is also expected to be terminated at closing. For more information on the 2034 Senior Notes, refer to Note 16 Subsequent Events.

Closing of the Berry Merger is subject to certain conditions, including, among others, adoption of the Berry Merger Agreement by its stockholders, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, prior authorization by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act and other customary closing conditions.

Aera Merger

On July 1, 2024, we obtained by way of merger all of the ownership interests in Aera. Aera is a leading operator of mature fields in California, primarily in the San Joaquin and Ventura basins, with high oil-weighted production. The Aera Merger added significant proved developed reserves to CRC. In connection with the closing of the Aera Merger, we issued shares of common stock to the former Aera owners. We also paid approximately $990 million in connection with the extinguishment of all of Aera's outstanding indebtedness using the proceeds from the issuance of our 8.25% senior notes due 2029 (2029 Senior Notes) and cash on hand.

As of July 1, 2024, and immediately following closing of the Aera Merger, our existing stockholders prior to the Aera Merger owned 76% of CRC and the former owners of Aera owned 24% of CRC. For more information on the 2029 Senior Notes, refer to Note 4 Debt.

We have measured assets and liabilities at acquisition date fair value on a nonrecurring basis. See Note 2 Aera Merger in our Quarterly Report on Form 10-Q for the six months ended June 30, 2025, for information on our final purchase price allocation.

The following table summarizes the consideration transferred:

Merger Consideration
(in millions, except share and per share data)
Shares of common stock (dividend adjusted)
21,422,972 
Common stock per share fair value on July 1, 2024$53.28 
Fair value of share consideration1,141 
Settlement of Aera debt
990 
Purchase price settlement
(10)
Total purchase consideration
$2,121 
Supplemental Pro Forma Information

The following supplemental pro forma financial information presents the condensed consolidated results of operations for the nine months ended September 30, 2024 as if the Aera Merger had occurred on January 1, 2024.

Nine months ended September 30,
2024
(in millions)
Total operating revenue
$3,006 
Net income
$290 
Net income per share
Basic
$3.23 
Diluted
$3.16 

This supplemental pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Aera Merger been completed on January 1, 2024, nor is it necessarily indicative of future operating results of the combined entity. The pro forma financial information for the nine months ended September 30, 2024 is a result of combining our nine months statements of operations with Aera's pre-merger results from January 1, 2024 through June 30, 2024 and pro forma adjustments include estimates and assumptions based on currently available information. The pro forma results do not reflect any cost savings anticipated as a result of the Aera Merger and exclude the impact of any severance. The pro forma results include adjustments to depreciation, depletion and amortization (DD&A) based on the purchase price allocated to property, plant, and equipment and the estimated useful lives as well as adjustments to interest and accretion expense. We also included pro forma adjustments for certain compensation-related costs and transaction costs we incurred related to the Aera Merger. Management believes the estimates and assumptions are reasonable, and the relative effects of the Aera Merger are properly reflected.