California Resources 1012B/A Registration of securities (amended)

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As filed with the Securities and Exchange Commission on September 19, 2014

Registration No. 001-36478

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
to

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

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.)


10889 Wilshire Blvd.
Los Angeles, California		90024
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code:
310-208-8800

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered

Common stock, par value $0.01 per share		The New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:None

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 the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

The information required by the following Form 10 Registration Statement items is contained in the sections identified below of the information statement attached hereto as Exhibit 99.1, each of which are incorporated in this Form 10 Registration Statement by reference:

Item 1. Business

The information required by this item is contained under the sections "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Arrangements Between Occidental and Our Company" and "Other Related Party Transactions" of the Information Statement. Those sections are incorporated herein by reference.

Item 1A. Risk Factors

The information required by this item is contained under the section "Risk Factors" of the Information Statement. That section is incorporated herein by reference.

Item 2. Financial Information

The information required by this item is contained under the sections "Summary," "Selected Historical Combined Financial Data," "Unaudited Pro Forma Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock" and "Index to Financial Statements and Supplementary Information" of the Information Statement. Those sections are incorporated herein by reference.

Item 3. Properties

The information required by this item is contained under the section "Business" of the Information Statement. That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The information required by this item is contained under the section "Security Ownership of Certain Beneficial Owners and Management" of the Information Statement. That section is incorporated herein by reference.

Item 5. Directors and Executive Officers

The information required by this item is contained under the section "Management" of the Information Statement. That section is incorporated herein by reference.

Item 6. Executive Compensation

The information required by this item is contained under the section "Executive Compensation" of the Information Statement. That section is incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is contained under the sections "Management," "Executive Compensation," "Arrangements Between Occidental and Our Company" and "Other Related Party Transactions" of the Information Statement. Those sections are incorporated herein by reference.

Item 8. Legal Proceedings

The information required by this item is contained under the sections "Business—Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Lawsuits, Claims and Contingencies" of the Information Statement. Those sections are incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

The information required by this item is contained under the sections "Risk Factors," "The Spin-Off," "Dividend Policy," "Executive Compensation" and "Description of Capital Stock" of the Information Statement. Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities

The information required by this item is contained under the section "Description of Capital Stock." That section is incorporated herein by reference.

Item 11. Description of Registrant's Securities to be Registered

The information required by this item is contained under the section "Description of Capital Stock" of the Information Statement. That section is incorporated herein by reference.

Item 12. Indemnification of Directors and Officers

The information required by this item is contained under the section "Description of Capital Stock—Limitation of Liability and Indemnification Matters" of the Information Statement. That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data

The information required by this item is contained under the sections "Selected Historical Combined Financial Data," "Unaudited Pro Forma Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock" and "Index to Financial Statements and Supplementary Information" of the Information Statement. Those sections are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 15. Financial Statements and Exhibits

(a): Financial Statements

The information required by this item is contained under the section "Index to Financial Statements and Supplementary Information" beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.

(b): Exhibits

The following documents are filed as exhibits hereto:

		Description

2.1	*	Form of Separation and Distribution Agreement between Occidental Petroleum Corporation and California Resources Corporation
3.1		Amended and Restated Certificate of Incorporation of California Resources Corporation
3.2		Bylaws of California Resources Corporation
3.3		Form of Amended and Restated Certificate of Incorporation of California Resources Corporation
3.4		Form of Amended and Restated Bylaws of California Resources Corporation
4.1		Form of Stockholder's and Registration Rights Agreement
10.1		Form of Transition Services Agreement between Occidental Petroleum Corporation and California Resources Corporation
10.2		Form of Tax Sharing Agreement between Occidental Petroleum Corporation and California Resources Corporation
10.3	*	Form of Employee Matters Agreement between Occidental Petroleum Corporation and California Resources Corporation
10.4		Form of Intellectual Property License Agreement between Occidental Petroleum Corporation and California Resources Corporation
10.5	*	Form of California Resources Corporation Long-Term Incentive Plan
10.6		Form of Nonstatutory Stock Option Award Terms and Conditions
10.7		Form of Restricted Stock Incentive Award Terms and Conditions (Performance-Based)
10.8		Form of Restricted Stock Incentive Award Terms and Conditions (Not Performance-Based)
10.9		Form of Restricted Stock Unit Award for Non-Employee Directors Grant Agreement
10.10		Form of Long-Term Incentive Award Terms and Conditions (Replacement Award)
10.11		Form of Restricted Stock Incentive Award Terms and Conditions (Replacement Award—Performance-Based)
10.12		Form of Restricted Stock Incentive Award Terms and Conditions (Replacement Award—Not Performance-Based)
10.13		Form of Phantom Share Unit Award Terms and Conditions (Replacement Award)
10.14		Form of Indemnification Agreements
10.15		Form of Area of Mutual Interest Agreement between Occidental Petroleum Corporation and California Resources Corporation
10.16		Form of Confidentiality and Trade Secret Protection Agreement between Occidental Petroleum Corporation and California Resources Corporation
10.17	*	Agreement for Implementation of an Optimized Waterflood Program for the Long Beach Unit, dated November 5, 1991, by and among the State of California, by and through the State Lands Commission, the City of Long Beach, Atlantic Richfield Company and ARCO Long Beach, Inc.
10.18	*	Amendment to the Agreement for Implementation of an Optimized Waterflood Program for the Long Beach Unit, dated January 16, 2009, by and among the State of California, by and through the State Lands Commission, the City of Long Beach, and Oxy Long Beach, Inc.

		Description

10.19	*	Contractors' Agreement, by and between the City of Long Beach, Humble Oil & Refining Company, Shell Oil Company, Socony Mobil Oil Company, Inc., Texaco, Inc., Union Oil Company of California, Pauley Petroleum, Inc., Allied Chemical Corporation, Richfield Oil Corporation and Standard Oil Company of California
10.20		Form of Retention Letter Assignment and Assumption Agreement
10.21		Bonus Acknowledgement Agreement between Occidental Petroleum Corporation and William E. Albrecht
10.22		Retention and Separation Arrangement with Todd A. Stevens
10.23		Retention and Separation Arrangement with William E. Albrecht
10.24		Retention and Separation Arrangement with Robert A. Barnes
10.25		Form of Credit Agreement among California Resources Corporation, the Lenders and JPMorgan Chase Bank, N.A. as Administrative Agent, a Swingline Lender and a Letter of Credit Issuer and Bank of America, N.A. as Syndication Agent, a Swingline Lender and a Letter of Credit Issuer
21.1		List of Subsidiaries of California Resources Corporation
99.1		Information Statement, preliminary and subject to completion, dated September 19, 2014
99.2	*	Report of Independent Petroleum Engineers, Ryder Scott Company, L.P.
99.3	*	Information extracted from Occidental's Annual Report on Form 10-K for the year ended December 31, 2013.

*: Previously filed.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.