Item 1. Financial Statements (unaudited)

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Item 1. Financial Statements (unaudited)

Consolidated Condensed Balance SheetsOccidental Petroleum Corporation and Subsidiaries
millionsMarch 31, 2022December 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents$1,909$2,764
Trade receivables, net5,4344,208
Inventories1,4061,846
Assets held for sale—72
Other current assets1,3091,321
Total current assets10,05810,211
INVESTMENTS IN UNCONSOLIDATED ENTITIES3,0152,938
PROPERTY, PLANT AND EQUIPMENT
Oil and gas101,511101,251
Chemical7,5887,571
Midstream and marketing7,4838,371
Corporate960964
Gross property, plant and equipment117,542118,157
Accumulated depreciation, depletion and amortization(58,313)(58,227)
Net property, plant and equipment59,22959,930
OPERATING LEASE ASSETS689726
LONG-TERM RECEIVABLES AND OTHER ASSETS, NET1,2311,231
TOTAL ASSETS$74,222$75,036
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
Consolidated Condensed Balance SheetsOccidental Petroleum Corporation and Subsidiaries
millions, except share and per-share amountsMarch 31, 2022December 31, 2021
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt (a)$507$186
Current operating lease liabilities173186
Accounts payable4,6643,899
Accrued liabilities3,3564,046
Liabilities of assets held for sale—7
Total current liabilities8,7008,324
LONG-TERM DEBT, NET
Long-term debt, net (b)25,86529,431
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes, net4,8067,039
Asset retirement obligations3,6343,687
Pension and postretirement obligations1,5411,540
Environmental remediation liabilities933944
Operating lease liabilities558585
Other3,2783,159
Total deferred credits and other liabilities14,75016,954
STOCKHOLDERS' EQUITY
Preferred stock, at $1.00 per share par value (100,000 shares as of March 31, 2022 and December 31, 2021)9,7629,762
Common stock, at $0.20 per share par value, authorized shares: 1.5 billion, issued shares: 2022 — 1,087,270,122 shares and 2021 — 1,083,423,094 shares217217
Treasury stock: 2022 — 150,079,140 shares and 2021 — 149,348,394 shares(10,709)(10,673)
Additional paid-in capital16,78516,749
Retained earnings9,0324,480
Accumulated other comprehensive loss(180)(208)
Total stockholders' equity24,90720,327
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$74,222$75,036

(a) Included $99 million and $85 million of current finance lease liabilities as of March 31, 2022 and December 31, 2021, respectively.

(b) Included $540 million and $504 million of finance lease liabilities as of March 31, 2022 and December 31, 2021, respectively.

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

Consolidated Condensed Statements of OperationsOccidental Petroleum Corporation and Subsidiaries
Three months ended March 31,
millions, except per-share amounts20222021
REVENUES AND OTHER INCOME
Net sales$8,349$5,293
Interest, dividends and other income4975
Gains on sales of assets and equity investments, net135111
Total8,5335,479
COSTS AND OTHER DEDUCTIONS
Oil and gas operating expense864776
Transportation and gathering expense347329
Chemical and midstream cost of sales818594
Purchased commodities811558
Selling, general and administrative expenses196166
Other operating and non-operating expense299258
Taxes other than on income335210
Depreciation, depletion and amortization1,6432,194
Asset impairments and other charges—135
Anadarko acquisition-related costs6541
Exploration expense2528
Interest and debt expense, net371395
Total5,7745,684
Income (loss) before income taxes and other items2,759(205)
OTHER ITEMS
Gains on interest rate swaps, net135399
Income from equity investments189121
Total324520
Income from continuing operations before income taxes3,083315
Income tax benefit (expense)1,793(16)
Income from continuing operations4,876299
Loss from discontinued operations, net of tax—(445)
NET INCOME (LOSS)4,876(146)
Less: Preferred stock dividends(200)(200)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$4,676$(346)
PER COMMON SHARE
Income from continuing operations—basic$4.96$0.11
Loss from discontinued operations—basic$—$(0.48)
Net income (loss) attributable to common stockholders—basic$4.96$(0.37)
Income from continuing operations—diluted$4.65$0.10
Loss from discontinued operations—diluted$—$(0.46)
Net income (loss) attributable to common stockholders—diluted$4.65$(0.36)
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
Consolidated Condensed Statements of Comprehensive Income (Loss)Occidental Petroleum Corporation and Subsidiaries
Three months ended March 31,
millions20222021
Net income (loss)$4,876$(146)
Other comprehensive income items:
Gains on derivatives (a)271
Pension and postretirement gains (b)152
Other comprehensive income, net of tax2853
Comprehensive income (loss) attributable to preferred and common stockholders$4,904$(93)

(a) Net of tax expense of $8 million and zero for the three months ended March 31, 2022 and 2021, respectively.

(b) Net of tax expense of zero and $15 million for the three months ended March 31, 2022 and 2021, respectively.

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

Consolidated Condensed Statements of Cash FlowsOccidental Petroleum Corporation and Subsidiaries
Three months ended March 31,
millions20222021
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)$4,876$(146)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Discontinued operations, net—445
Depreciation, depletion and amortization of assets1,6432,194
Deferred income tax benefit(2,240)(81)
Asset impairments and other charges—135
Gain on sales of assets, net(135)(111)
Other noncash reconciling items34(301)
Changes in operating assets and liabilities:
Increase in receivables(1,238)(937)
Decrease (increase) in inventories439(311)
Increase in other current assets(158)(82)
Decrease in accounts payable and accrued liabilities(187)(42)
Increase in current domestic and foreign income taxes20525
Operating cash flow from continuing operations3,239788
Operating cash flow from discontinued operations, net of taxes—122
Net cash provided by operating activities3,239910
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures(858)(579)
Change in capital accrual(39)(75)
Purchases of businesses and assets, net(29)(105)
Proceeds from sales of assets, net267496
Equity investments and other, net(3)(10)
Investing cash flow from continuing operations(662)(273)
Investing cash flow from discontinued operations—(9)
Net cash used by investing activities(662)(282)
CASH FLOW FROM FINANCING ACTIVITIES
Payments of long-term debt(3,259)(174)
Proceeds from issuance of common stock279
Purchases of treasury stock(36)(3)
Cash dividends paid on common and preferred stock(216)(211)
Financing portion of net cash received for derivative instruments7945
Other financing, net(24)(18)
Financing cash flow from continuing operations(3,429)(352)
Financing cash flow from discontinued operations—(2)
Net cash used by financing activities(3,429)(354)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents(852)274
Cash, cash equivalents, restricted cash and restricted cash equivalents — beginning of period2,8032,194
Cash, cash equivalents, restricted cash and restricted cash equivalents — end of period$1,951$2,468
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
Consolidated Condensed Statements of EquityOccidental Petroleum Corporation and Subsidiaries
Equity Attributable to Common Stock
millions, except per-share amountsPreferred StockCommon StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Equity
Balance as of December 31, 2020$9,762$216$(10,665)$16,552$2,996$(288)$18,573
Net loss————(146)—(146)
Other comprehensive income, net of tax—————5353
Dividends on common stock, $0.01 per share————(11)—(11)
Dividends on preferred stock, $2,000 per share————(200)—(200)
Shareholder warrants exercised———3——3
Issuance of common stock and other, net—1—30——31
Purchases of treasury stock——(3)———(3)
Balance as of March 31, 2021$9,762$217$(10,668)$16,585$2,639$(235)$18,300
Equity Attributable to Common Stock
millions, except per-share amountsPreferred StockCommon StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Equity
Balance as of December 31, 2021$9,762$217$(10,673)$16,749$4,480$(208)$20,327
Net income————4,876—4,876
Other comprehensive income, net of tax—————2828
Dividends on common stock, $0.13 per share————(124)—(124)
Dividends on preferred stock, $2,000 per share————(200)—(200)
Shareholder warrants exercised———20——20
Options exercised———7——7
Issuance of common stock and other, net———9——9
Purchases of treasury stock——(36)———(36)
Balance as of March 31, 2022$9,762$217$(10,709)$16,785$9,032$(180)$24,907

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

Notes to Consolidated Condensed Financial StatementsOccidental Petroleum Corporation and Subsidiaries
NOTE 1 - GENERAL

NATURE OF OPERATIONS

Occidental conducts its operations through various subsidiaries and affiliates. Occidental has made its disclosures in accordance with United States generally accepted accounting principles as they apply to interim reporting, and condensed or omitted, as permitted by the U.S. Securities and Exchange Commission’s rules and regulations, certain information and disclosures normally included in Consolidated Financial Statements and the notes thereto. These unaudited Consolidated Condensed Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto in Occidental's Annual Report on Form 10-K for the year ended December 31, 2021.

In the opinion of Occidental’s management, the accompanying unaudited Consolidated Condensed Financial Statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present Occidental’s Consolidated Condensed Balance Sheets as of March 31, 2022 and December 31, 2021, and the Consolidated Condensed Statements of Operations, Comprehensive Income (Loss), Cash Flows and Stockholders' Equity for the three months ended March 31, 2022 and 2021. Certain data in the Consolidated Condensed Financial Statements and notes for prior periods have been reclassified to conform to the current presentation. The income and cash flows for the periods ended March 31, 2022 and 2021 are not necessarily indicative of the income or cash flows to be expected for the full year.

CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS

Occidental considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents or restricted cash equivalents. The cash equivalents and restricted cash equivalents balances for the periods presented included investments in government money market funds in which the carrying value approximates fair value.

The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents as reported in the Consolidated Condensed Statements of Cash Flows as of March 31, 2022 and 2021:

millions20222021
Cash and cash equivalents$1,909$2,270
Restricted cash and restricted cash equivalents included in other current assets25183
Restricted cash and restricted cash equivalents included in long-term receivables and other assets, net1715
Cash, cash equivalents, restricted cash and restricted cash equivalents$1,951$2,468

SUPPLEMENTAL CASH FLOW INFORMATION

The following table represents U.S. federal, domestic state and international income taxes paid, tax refunds received and interest paid related to continuing operations during the three months ended March 31, 2022 and 2021, respectively.

millions20222021
Income tax payments$208$122
Income tax refunds received$70$42
Interest paid (a)$598$607

(a) Net of capitalized interest of $11 million and $15 million for the three months ended March 31, 2022 and 2021, respectively.

DISCONTINUED OPERATIONS

During the first quarter of 2021, Occidental recorded a $403 million after-tax loss contingency in discontinued operations associated with its former operations in Ecuador, see Note 10 - Lawsuits, Claims, Commitments and Contingencies. In addition, the results of operations for Ghana for the three months ended March 31, 2021, an after-tax loss of $42 million, are presented as discontinued operations.

NOTE 2 - REVENUE

Revenue from customers is recognized when obligations under the terms of a contract with our customers are satisfied; this generally occurs with the delivery of oil, NGL, gas, chemicals or services, such as transportation. As of March 31, 2022, trade receivables, net, of $5.4 billion represent rights to payment, for which Occidental has satisfied its obligations under a contract and its right to payment is conditioned only on the passage of time.

The following table shows a reconciliation of revenue from customers to total net sales for the three months ended March 31, 2022 and 2021:

Three months ended March 31,
millions20222021
Revenue from customers$8,213$5,184
All other revenues (a)136109
Net sales$8,349$5,293

(a) Includes net marketing derivatives, collars and calls and chemical exchange contracts in 2021 and the same in 2022 with the exception of the collars and calls which expired on or before December 31, 2021.

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

The table below presents Occidental's revenue from customers by segment, product and geographical area. The oil and gas segment typically sells its oil, NGL and gas at the lease or concession area. Chemical segment revenues are shown by geographic area based on the location of the sale. Excluding net marketing revenue, midstream and marketing segment revenues are shown by the location of sale.

millionsUnited StatesInternationalEliminationsTotal
Three months ended March 31, 2022
Oil and gas
Oil$4,048$751$—$4,799
NGL69862—760
Gas45558—513
Other21—3
Segment total$5,203$872$—$6,075
Chemical$1,602$81$—$1,683
Midstream and marketing$648$99$—$747
Eliminations$—$—$(292)$(292)
Consolidated$7,453$1,052$(292)$8,213
millionsUnited StatesInternationalEliminationsTotal
Three months ended March 31, 2021
Oil and gas
Oil$2,464$549$—$3,013
NGL38452—436
Gas25364—317
Other(31)——(31)
Segment total$3,070$665$—$3,735
Chemical$1,037$50$—$1,087
Midstream and marketing$497$131$—$628
Eliminations$—$—$(266)$(266)
Consolidated$4,604$846$(266)$5,184
NOTE 3 - INVENTORIES

Finished goods primarily represents oil, which is carried at the lower of weighted-average cost or net realizable value, and caustic soda and chlorine, which are valued under the LIFO method. Inventories consisted of the following:

millionsMarch 31, 2022December 31, 2021
Raw materials$108$96
Materials and supplies798783
Commodity inventory and finished goods5991,066
1,5051,945
Revaluation to LIFO(99)(99)
Total$1,406$1,846
NOTE 4 - DIVESTITURES AND OTHER TRANSACTIONS

DIVESTITURES

In November 2021, Occidental entered into an agreement to sell certain non-strategic assets in the Permian Basin. The transaction closed in January 2022 for net cash proceeds of approximately $190 million. The difference in the proved assets' net book value and adjusted purchase price was treated as a normal retirement, which resulted in no gain or loss being recognized. The difference in the unproved assets' net book value and adjusted purchase price resulted in a gain on sale of approximately $123 million. The gain has been presented within gains on sales of assets and equity investments, net in the Consolidated Condensed Statements of Operations.

NOTE 5 - LONG-TERM DEBT

The following table summarizes Occidental's outstanding debt, including finance lease liabilities:

millionsMarch 31, 2022December 31, 2021
Total borrowings at face value$25,187$28,493
Adjustments to book value:
Unamortized premium, net660670
Debt issuance costs(114)(135)
Net book value of debt$25,733$29,028
Long-term finance leases540504
Current finance leases9985
Total debt and finance leases$26,372$29,617
Less current maturities of financing leases(99)(85)
Less current maturities of long-term debt(408)(101)
Long-term debt, net$25,865$29,431

DEBT ACTIVITY

In the first quarter of 2022, Occidental used cash on hand to repay debt with maturities ranging from 2022 through 2049 by $3.3 billion. Subsequent to March 31, 2022, but before the date of this filing, Occidental paid off additional debt with maturities ranging from 2024 to 2049 and principal of $263 million.

FAIR VALUE OF DEBT

The estimated fair value of Occidental’s debt as of March 31, 2022, and December 31, 2021, substantially all of which was classified as Level 1, was approximately $26.2 billion and $31.1 billion, respectively.

NOTE 6 - DERIVATIVES

OBJECTIVE AND STRATEGY

Occidental uses a variety of derivative financial instruments and physical contracts to manage its exposure to commodity price fluctuations, interest rate risks and transportation commitments and to fix margins on the future sale of stored commodity volumes. Occidental also enters into derivative financial instruments for trading purposes.

Occidental may elect normal purchases and normal sales exclusions when physically delivered commodities are purchased or sold to a customer. Occidental occasionally applies cash flow hedge accounting treatment to derivative financial instruments to lock in margins on the forecasted sales of its natural gas storage volumes, and at times for other strategies, such as to lock in rates on debt issuances. Derivatives are carried at fair value and on a net basis when a legal right of offset exists with the same counterparty.

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

As of March 31, 2022, Occidental’s derivatives not designated as hedges consisted of interest rate swaps and marketing derivatives.

Derivative instruments that are not designated as hedging instruments are required to be recorded on the balance sheet at fair value. Changes in fair value will impact Occidental’s earnings through mark-to-market adjustments until the physical commodity is delivered or the financial instrument is settled. The fair value does not reflect the realized or cash value of the instrument.

INTEREST RATE SWAPS

Occidental's interest rate swap contracts lock in a fixed interest rate in exchange for a floating interest rate indexed to the three-month London InterBank Offered Rate throughout the reference period. Net gains and losses associated with interest rate swaps are recognized currently in gains on interest rate swaps, net in the Consolidated Condensed Statements of Operations.

Occidental had the following outstanding interest rate swaps as of March 31, 2022:

millions, except percentagesMandatoryWeighted-Average
Notional Principal AmountReference PeriodTermination DateInterest Rate
$275September 2016 - 2046September 20226.709%
$450September 2017 - 2047September 20236.445%

Depending on market conditions, liability management actions or other factors, Occidental may enter into offsetting interest rate swap positions as well as amend or settle certain or all of the currently outstanding interest rate swaps.

Derivative settlements and collateralization are classified as cash flow from operating activities unless the derivatives contain an other-than-insignificant financing element, in which case the settlements and collateralization are classified as cash flows from financing activities. In the first quarter of 2022, net cash payments related to settlements of interest rate swap agreements were $23 million. Additionally, $102 million of collateral was returned.

MARKETING DERIVATIVES

Occidental's marketing derivative instruments not designated as hedges are short-duration physical and financial forward contracts. A substantial majority of Occidental's physically settled derivative contracts are index-based and carry no mark-to-market valuation in earnings. As of March 31, 2022, the weighted-average settlement price of these forward contracts was $96.63 per barrel and $5.15 per Mcf for crude oil and natural gas, respectively. The weighted-average settlement price was $74.85 per barrel and $4.61 per Mcf for crude oil and natural gas, respectively, as of December 31, 2021. Net gains and losses associated with marketing derivative instruments not designated as hedging instruments are recognized currently in net sales.

The following table summarizes net short volumes associated with the outstanding marketing commodity derivatives not designated as hedging instruments.

March 31, 2022December 31, 2021
Oil commodity contracts
Volume (MMbbl)(23)(28)
Natural gas commodity contracts
Volume (Bcf)(111)(136)

FAIR VALUE OF DERIVATIVES

The following tables present the fair values of Occidental’s outstanding derivatives. Fair values are presented at gross amounts below, including when the derivatives are subject to netting arrangements, and are presented on a net basis in the Consolidated Condensed Balance Sheets.

millionsFair Value Measurements UsingNetting (a)Total Fair Value
Balance Sheet ClassificationsLevel 1Level 2Level 3
March 31, 2022
Marketing Derivatives
Other current assets$3,486$323$—$(3,708)$101
Long-term receivables and other assets, net711—(71)1
Accrued liabilities(3,796)(264)—3,708(352)
Deferred credits and other liabilities - other(73)——71(2)
Interest Rate Swaps
Accrued liabilities—(250)——(250)
Deferred credits and other liabilities - other—(343)——(343)
December 31, 2021
Marketing Derivatives
Other current assets$1,516$173$—$(1,645)$44
Long-term receivables and other assets, net41—(4)1
Accrued liabilities(1,608)(196)—1,645(159)
Deferred credits and other liabilities - other(4)——4—
Interest Rate Swaps
Accrued liabilities—(315)——(315)
Deferred credits and other liabilities - other—(436)——(436)

(a)These amounts do not include collateral. As of March 31, 2022 and December 31, 2021, $221 million and $323 million of collateral related to interest rate swaps had been netted against derivative liabilities, respectively. Occidental netted $296 million and $110 million of collateral deposited with brokers against derivative liabilities related to marketing derivatives as of March 31, 2022 and December 31, 2021, respectively.

GAINS AND LOSSES ON DERIVATIVES

The following table presents gains and (losses) related to Occidental's derivative instruments on the Consolidated Condensed Statements of Operations:

millionsThree months ended March 31,
Income Statement Classification20222021
Collars and Calls
Net sales (a)$—$(72)
Marketing Derivatives
Net sales (b)$135$180
Interest Rate Swaps
Gains on interest rate swaps, net$135$399

(a) All of Occidental's calls and collars expired on or before December 31, 2021.

(b) Includes derivative and non-derivative marketing activity.

CREDIT RISK

Certain of Occidental's over-the-counter derivative instruments contain credit-risk-contingent features, primarily tied to credit ratings for Occidental or its counterparties, which may affect the amount of collateral that each party would need to post. The aggregate fair value of derivative instruments with credit-risk-related contingent features for which a net liability position existed as of March 31, 2022, was $34 million (net of $221 million of collateral), which was primarily related to interest rate swaps. The aggregate fair value of derivative instruments with credit-risk-contingent features for which a net liability position existed as of December 31, 2021, was $107 million (net of $323 million of collateral), which was primarily related to interest rate swaps.

NOTE 7 - INCOME TAXES

LEGAL ENTITY REORGANIZATION

To align Occidental’s legal entity structure with the nature of its business activities after completing the acquisition of Anadarko and subsequent large scale post-Acquisition divestiture program, management undertook a legal entity reorganization that was completed in the first quarter of 2022.

As a result of this legal entity reorganization, management made an adjustment to the tax basis in a portion of its operating assets, thus reducing Occidental’s deferred tax liabilities. Accordingly, in the first quarter of 2022, Occidental recorded an estimated non-cash tax benefit of $2.6 billion in connection with this reorganization. The timing of any reduction in Occidental’s future cash taxes as a result of this legal entity reorganization will be dependent on a number of factors, including prevailing commodity prices, capital activity level and production mix. Further refinement of the non-cash tax benefit may be necessary as Occidental finalizes its tax basis calculations, its tax returns and other information.

The following summarizes components of income tax benefit (expense) on continuing operations for the three months ended March 31, 2022 and 2021:

Three months ended
millionsMarch 31, 2022March 31, 2021
Income from continuing operations before income taxes$3,083$315
Current
Federal$(215)$30
State and Local(34)(10)
Foreign(198)(117)
Total current tax expense$(447)$(97)
Deferred
Federal2,21378
State and Local734
Foreign(46)(1)
Total deferred tax benefit$2,240$81
Total income tax benefit (expense)$1,793$(16)
Income from continuing operations$4,876$299
Worldwide effective tax rate(58)%5%

Occidental's worldwide effective tax rate for the three months ended March 31, 2022 was negative 58%. The difference between the negative 58% effective tax rate for income from continuing operations for the three months ended March 31, 2022, and the 21% U.S. federal statutory tax rate was primarily driven by a non-cash tax benefit associated with Occidental's legal entity reorganization, as described above, partially offset by higher tax rates in the foreign jurisdictions in which Occidental operates. The difference between the 5% effective tax rate for income from continuing operations for the three months ended March 31, 2021, and the 21% U.S. federal statutory tax rate was primarily driven by the jurisdictional mix of income. U.S. losses, taxed at a U.S. federal statutory rate of 21%, were mostly offset by foreign income that is subject to tax at statutory rates as high as 55%. In addition, the effective tax rate was impacted by benefits associated with the settlement of federal tax audit matters.

NOTE 8 - RETIREMENT AND POSTRETIREMENT BENEFIT PLANS

Occidental has various defined benefit pension plans for certain domestic union, non-union hourly and foreign national employees. In addition, Occidental also provides medical and other benefits for certain active, retired and disabled employees and their eligible dependents.

Net periodic benefit gains related to pension benefits were zero and $11 million for the three months ended March 31, 2022, and 2021, respectively.

Net periodic benefit costs related to postretirement benefits were $19 million and $20 million for the three months ended March 31, 2022, and 2021, respectively.

Occidental's contributions to its defined benefit plans were $1 million and $147 million for the three months ended March 31, 2022, and 2021, respectively. The 2021 contributions were primarily due to distributions related to a separation program and freezing of benefit accruals for Anadarko employees in 2020 and for contributions which were previously deferred in 2020 under the Coronavirus Aid, Relief, and Economic Security Act.

NOTE 9 - ENVIRONMENTAL LIABILITIES AND EXPENDITURES

Occidental’s operations are subject to stringent federal, regional, state, provincial, tribal, local and international laws and regulations related to improving or maintaining environmental quality. The laws that require or address environmental remediation, including CERCLA and similar federal, regional, state, provincial, tribal, local and international laws, may apply retroactively and regardless of fault, the legality of the original activities or the current ownership or control of sites.

Occidental or certain of its subsidiaries participate in or actively monitor a range of remedial activities and government or private proceedings under these laws with respect to alleged past practices at operating, closed and third-party sites. Remedial activities may include one or more of the following: investigation involving sampling, modeling, risk assessment or monitoring; cleanup measures including removal, treatment or disposal; or operation and maintenance of remedial systems. The environmental proceedings seek funding or performance of remediation and, in some cases, compensation for alleged property damage, punitive damages, civil penalties, injunctive relief and government oversight costs.

ENVIRONMENTAL REMEDIATION

As of March 31, 2022, Occidental participated in or monitored remedial activities or proceedings at 166 sites. The following table presents Occidental’s current and non-current environmental remediation liabilities as of March 31, 2022. The current portion, $155 million, is included in accrued liabilities and the non-current portion, $933 million, in deferred credits and other liabilities-environmental remediation liabilities.

Occidental’s environmental remediation sites are grouped into four categories: sites listed or proposed for listing by the U.S. EPA on the CERCLA NPL and three categories of non-NPL sites—third-party sites, Occidental-operated sites and closed or non-operated Occidental sites.

millions, except number of sitesNumber of SitesRemediation Balance
NPL sites30$427
Third-party sites69269
Occidental-operated sites15120
Closed or non-operated Occidental sites52272
Total166$1,088

As of March 31, 2022, Occidental’s environmental liabilities exceeded $10 million each at 20 of the 166 sites described above, and 98 of the sites had liabilities from zero to $1 million each. Based on current estimates, Occidental expects to expend funds corresponding to approximately 40% of the period-end remediation balance at the sites described above over the next three to four years and the remaining balance at these sites over the subsequent 10 or more years. Occidental believes its range of reasonably possible additional losses beyond those liabilities recorded for environmental remediation at these sites could be up to $1.3 billion. The status of Occidental's involvement with the sites and related significant assumptions, including those sites indemnified by Maxus, has not changed materially since December 31, 2021.

MAXUS ENVIRONMENTAL SITES

When Occidental acquired Diamond Shamrock Chemicals Company in 1986, Maxus, a subsidiary of YPF, agreed to indemnify Occidental for a number of environmental sites, including the Diamond Alkali Superfund Site along a portion of the Passaic River. On June 17, 2016, Maxus and several affiliated companies filed for Chapter 11 bankruptcy in Federal District Court in the State of Delaware. Prior to filing for bankruptcy, Maxus defended and indemnified Occidental in connection with clean-up and other costs associated with the sites subject to the indemnity, including the Diamond Alkali Superfund Site.

In March 2016, the EPA issued a ROD specifying remedial actions required for the lower 8.3 miles of the Lower Passaic River (OU-2). The ROD does not address any potential remedial action for the upper nine miles of the Lower Passaic River or Newark Bay. During the third quarter of 2016, and following Maxus’s bankruptcy filing, OxyChem and the EPA entered into an AOC to complete the design of the proposed clean-up plan outlined in the ROD at an estimated cost of $165 million. The EPA announced that it will pursue similar agreements with other potentially responsible parties.

Occidental has accrued a reserve relating to its estimated allocable share of the costs to perform the design and remediation called for in the AOC and the ROD as well as for certain other Maxus-indemnified sites. Occidental's accrued estimated environmental reserve does not consider any recoveries for indemnified costs. Occidental’s ultimate share of this liability may be higher or lower than the reserved amount, and is subject to final design plans and the resolution of Occidental's allocable share with other potentially responsible parties. Occidental continues to evaluate the costs to be incurred to comply with the AOC and the ROD and to perform remediation at other Maxus-indemnified sites in light of the Maxus bankruptcy and the share of ultimate liability of other potentially responsible parties. In June 2018, OxyChem filed a complaint under CERCLA in Federal District Court in the State of New Jersey against numerous potentially responsible parties for reimbursement of amounts incurred or to be incurred to comply with the AOC and the ROD, or to perform other remediation activities at the Diamond Alkali Superfund Site.

In September 2021, the EPA issued a ROD with an estimated cost of $441 million for an interim remedy plan for the upper nine miles of the Lower Passaic River. At this time, Occidental's role or responsibilities under this ROD, and those of other potentially responsible parties, have not been determined with the EPA. Discussions between Occidental and the EPA

are ongoing about this ROD. In January 2022, OxyChem made an offer to design and implement the interim remedy for the upper nine miles of the Lower Passaic River (OU-4) subject to certain conditions. EPA sent a notice letter to OxyChem and other parties requesting good faith offers to implement the selected remedies at OU-2 and OU-4.

In June 2017, the court overseeing the Maxus bankruptcy approved a Plan of Liquidation to liquidate Maxus and create a trust to pursue claims against current and former parents and each of its respective subsidiaries and affiliates of YPF and Repsol, as well as others to satisfy claims by Occidental and other creditors for past and future cleanup and other costs. In July 2017, the court-approved Plan of Liquidation became final and the trust became effective. The trust is pursuing claims against YPF, Repsol and others and is expected to distribute assets to Maxus' creditors in accordance with the trust agreement and Plan. In June 2018, the trust filed its complaint against YPF and Repsol in Delaware bankruptcy court asserting claims based upon, among other things, fraudulent transfer and alter ego. During 2019, the bankruptcy court denied Repsol's and YPF's motions to dismiss the complaint as well as their motions to move the case away from the bankruptcy court. Discovery remains ongoing at the time of this report. The bankruptcy court will hear motions for summary judgment in June 2022.

NOTE 10 - LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES

LEGAL MATTERS

Occidental or certain of its subsidiaries are involved, in the normal course of business, in lawsuits, claims and other legal proceedings 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. Occidental or certain of its subsidiaries also are involved in proceedings under CERCLA and similar federal, state, local and international environmental laws. These environmental proceedings seek funding or performance of remediation and, in some cases, compensation for alleged property damage, punitive damages, civil penalties and injunctive relief. Usually Occidental or such subsidiaries are among many companies in these environmental proceedings and have to date been successful in sharing response costs with other financially sound companies. Further, some lawsuits, claims and legal proceedings involve acquired or disposed assets with respect to which a third party or Occidental retains liability or indemnifies the other party for conditions that existed prior to the transaction.

In accordance with applicable accounting guidance, Occidental accrues reserves for outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. Reserves for matters, other than for environmental remediation and the arbitration award disclosed below, that satisfy this criteria as of March 31, 2022 and 2021, were not material to Occidental’s Consolidated Condensed Balance Sheets.

In 2016, Occidental received payments from the Republic of Ecuador of approximately $1.0 billion pursuant to a November 2015 arbitration award for Ecuador’s 2006 expropriation of Occidental’s Participation Contract for Block 15. The awarded amount represented a recovery of 60% of the value of Block 15. In 2017, Andes filed a demand for arbitration, claiming it is entitled to a 40% share of the judgment amount obtained by Occidental. Occidental contends that Andes is not entitled to any of the amounts paid under the 2015 arbitration award because Occidental’s recovery was limited to Occidental’s own 60% economic interest in the block. On March 26, 2021, the arbitration tribunal issued an award in favor of Andes and against OEPC in the amount of $391 million plus interest. In June 2021, OEPC filed a motion to vacate the award due to concerns regarding the validity of the award. In addition, OEPC has made a demand for significant additional claims not addressed by the arbitration tribunal that OEPC has against Andes relating to Andes' 40% share of costs, liabilities, losses and expenses due under the farmout agreement and joint operating agreement to which Andes and OEPC are parties. In December 2021, the U.S. District Court Southern District of New York confirmed the arbitration award, plus prejudgment interest, in the aggregate amount of $558 million. OEPC has appealed the judgement.

If unfavorable outcomes of these matters were to occur, future results of operations or cash flows for any particular quarterly or annual period could be materially adversely affected. Occidental’s estimates are based on information known about the legal matters and its experience in contesting, litigating and settling similar matters. Occidental reassesses the probability and estimability of contingent losses as new information becomes available.

TAX MATTERS

During the course of its operations, Occidental is subject to audit by tax authorities for varying periods in various federal, state, local and international tax jurisdictions. Tax years through 2019 for U.S. federal income tax purposes have been audited by the IRS pursuant to its Compliance Assurance Program and subsequent taxable years are currently under review. Tax years through 2014 have been audited for state income tax purposes. Significant audit matters in international jurisdictions have been resolved through 2010. During the course of tax audits, disputes have arisen and other disputes may arise as to facts and matters of law.

For Anadarko, its taxable years through 2014 and tax year 2016 for U.S. federal tax purposes have been audited by the IRS. Tax years through 2008 have been audited for state income tax purposes. There is one outstanding significant tax

matter in an international jurisdiction related to a discontinued operation. As stated above, during the course of tax audits, disputes have arisen and other disputes may arise as to facts and matters of law.

Other than the matter discussed below, Occidental believes that the resolution of these outstanding tax matters would not have a material adverse effect on its consolidated financial position or results of operations.

Anadarko received an $881 million tentative refund in 2016 related to its $5.2 billion Tronox Adversary Proceeding settlement payment in 2015. In September 2018, Anadarko received a statutory notice of deficiency from the IRS disallowing the net operating loss carryback and rejecting Anadarko’s refund claim. As a result, Anadarko filed a petition with the U.S. Tax Court to dispute the disallowances in November 2018. The case was in the IRS appeals process until the second quarter of 2020, however it has since been returned to the U.S. Tax Court, where a trial date has been set for July 2022 and Occidental expects to continue pursuing resolution.

In accordance with ASC 740’s guidance on the accounting for uncertain tax positions, Occidental has recorded no tax benefit on the tentative cash tax refund of $881 million. As a result, should Occidental not ultimately prevail on the issue, there would be no additional tax expense recorded relative to this position for financial statement purposes other than future interest. However, in that event, Occidental would be required to repay approximately $1.1 billion in federal taxes, $28 million in state taxes and accrued interest of $329 million. A liability for this amount plus interest is included in deferred credits and other liabilities-other.

INDEMNITIES TO THIRD PARTIES

Occidental, its subsidiaries, or both, have indemnified various parties against specified liabilities those parties might incur in the future in connection with purchases and other transactions that they have entered into with Occidental. These indemnities usually are contingent upon the other party incurring liabilities that reach specified thresholds. As of March 31, 2022, Occidental is not aware of circumstances that it believes would reasonably be expected to lead to indemnity claims that would result in payments materially in excess of reserves.

NOTE 11 - EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

The following table presents the calculation of basic and diluted EPS attributable to common stockholders:

Three months ended March 31,
millions except per-share amounts20222021
Net income from continuing operations$4,876$299
Loss from discontinued operations—(445)
Net income (loss)$4,876$(146)
Less: Preferred stock dividends(200)(200)
Net income (loss) attributable to common stock$4,676$(346)
Less: Net income allocated to participating securities(34)—
Net income (loss), net of participating securities$4,642$(346)
Weighted-average number of basic shares936.7933.1
Basic income (loss) per common share$4.96$(0.37)
Net income (loss), net of participating securities4,642(346)
Dilutive securities997.7947.9
Diluted income (loss) per common share$4.65$(0.36)

For the three months ended March 31, 2022, and 2021, warrants and options covering approximately 84 million and 87 million shares of Occidental common stock, respectively, were excluded from the diluted shares as their effect would have been anti-dilutive. In April 2022, Occidental paid $200 million cash in preferred stock dividends.

NOTE 12 - SEGMENTS

Occidental conducts its operations through three segments: (1) oil and gas; (2) chemical; and (3) midstream and marketing. Income taxes, interest income, interest expense, environmental remediation expenses, Anadarko acquisition-related costs and unallocated corporate expenses are included under corporate and eliminations. Intersegment sales eliminate upon consolidation and are generally made at prices approximating those that the selling entity would be able to obtain in third-party transactions. The following table presents Occidental’s industry segments:

millionsOil and gas (a)ChemicalMidstream and marketing (b)Corporate and eliminations (c)Total
Three months ended March 31, 2022
Net sales$6,075$1,684$882$(292)$8,349
Income (loss) from continuing operations before income taxes$2,898$671$(50)$(436)$3,083
Income tax benefit———1,7931,793
Income (loss) from continuing operations$2,898$671$(50)$1,357$4,876
Three months ended March 31, 2021
Net sales$3,664$1,088$807$(266)$5,293
Income (loss) from continuing operations before income taxes$(62)$251$282$(156)$315
Income tax expense———(16)(16)
Income (loss) from continuing operations$(62)$251$282$(172)$299

(a) The 2022 amount included $125 million of gains related to the sale of certain non-strategic assets in the Permian Basin. The 2021 amount included a $135 million impairment charge related to non-core domestic undeveloped leases that either expired in the first quarter of 2021 or were set to expire in the near-term, where Occidental had no plans to pursue exploration activities.

(b) The 2022 amount included $198 million of net derivative mark-to-market losses. In March 2021, Occidental sold 11.5 million limited partner units of WES for proceeds of approximately $200 million, resulting in a gain of $102 million.

(c) The 2022 amount included a non-cash tax benefit of $2.6 billion in connection with Occidental's legal entity reorganization, which is further discussed in the Income Taxes section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this Form 10-Q as well as a $135 million gain on interest rate swaps and $65 million in Anadarko acquisition-related costs. The 2021 amount included a $399 million gain on interest rate swaps and $41 million in Anadarko acquisition-related costs.

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