A Dark Vector Cognition product

Item 1. Financial Statements (unaudited)

80K characters. Original on sec.gov · Markdown

Item 1. Financial Statements (unaudited)

Consolidated Condensed Balance SheetsOccidental Petroleum Corporation and Subsidiaries
millionsMarch 31, 2025December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents$2,612$2,132
Trade receivables, net of reserves of $24 in 2025 and $24 in 20243,6093,526
Joint interest receivables657720
Inventories2,1392,095
Other current assets699597
Total current assets9,7169,070
INVESTMENTS IN UNCONSOLIDATED ENTITIES3,1213,159
PROPERTY, PLANT AND EQUIPMENT
Oil and gas122,880121,874
Chemical8,9438,725
Midstream and marketing9,4779,322
Corporate1,0441,033
Property, plant and equipment, gross142,344140,954
Accumulated depreciation, depletion and amortization(74,117)(71,576)
Total property, plant and equipment, net68,22769,378
OPERATING LEASE ASSETS925937
OTHER LONG-TERM ASSETS2,9782,901
TOTAL ASSETS$84,967$85,445
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, 2025December 31, 2024
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt$1,557$1,138
Current operating lease liabilities393374
Accounts payable3,7793,753
Accrued liabilities3,8944,256
Total current liabilities9,6239,521
LONG-TERM DEBT, NET24,03724,978
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes, net5,2635,394
Asset retirement obligations3,8544,042
Other liabilities7,0857,030
Total deferred credits and other liabilities16,20216,466
EQUITY
Preferred stock, at $1.00 per share par value, issued shares: 2025 — 84,897 and 2024 —84,8978,2878,287
Common stock, at $0.20 per share par value, authorized shares: 1.5 billion, issued shares: 2025 — 1,170,361,105 and 2024 — 1,166,769,167234233
Treasury stock: 2025 — 228,311,184 shares and 2024 — 228,311,184 shares(15,597)(15,597)
Additional paid-in capital19,89219,868
Retained earnings21,72621,189
Accumulated other comprehensive income170179
Total stockholders' equity34,71234,159
Noncontrolling interest393321
Total equity35,10534,480
TOTAL LIABILITIES AND EQUITY$84,967$85,445

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 amounts20252024
REVENUES AND OTHER INCOME
Net sales$6,803$5,975
Interest, dividends and other income5936
Losses on sales of assets and other, net(19)(1)
Total6,8436,010
COSTS AND OTHER DEDUCTIONS
Oil and gas lease operating expense1,2171,161
Transportation and gathering expense413353
Chemical and midstream cost of sales801828
Selling, general and administrative expense267259
Other operating and non-operating expense392410
Taxes other than on income264235
Depreciation, depletion and amortization1,9171,693
Acquisition-related costs612
Exploration expense5566
Interest and debt expense, net318284
Total5,6505,301
Income before income taxes and other items1,193709
OTHER ITEMS
Income from equity investments and other139301
Total139301
Income from continuing operations before income taxes1,3321,010
Income tax expense(387)(304)
Income from continuing operations945706
Discontinued operations, net of taxes—182
NET INCOME945888
Less: Net income attributable to noncontrolling interest(9)—
Less: Preferred stock dividends(170)(170)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$766$718
PER COMMON SHARE
Income from continuing operations—basic$0.81$0.60
Discontinued operations—basic—0.21
Net income attributable to common stockholders—basic$0.81$0.81
Income from continuing operations—diluted$0.77$0.56
Discontinued operations—diluted—0.19
Net income attributable to common stockholders—diluted$0.77$0.75
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
Consolidated Condensed Statements of Comprehensive IncomeOccidental Petroleum Corporation and Subsidiaries
Three months ended March 31,
millions20252024
Net income$945$888
Other comprehensive income (loss) items:
Gains (losses) on derivatives(3)9
Pension and postretirement losses(3)(4)
Other(3)—
Other comprehensive income (loss), net of tax(9)5
Comprehensive income936893
Less: Comprehensive income attributable to noncontrolling interest(9)—
Comprehensive income attributable to preferred and common stockholders$927$893

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 IncomeNon-controlling InterestsTotal Equity
Balance as of December 31, 2023$8,287$222$(15,582)$17,422$19,626$275$99$30,349
Net income————888——888
Other comprehensive income, net of tax—————5—5
Dividends on common stock, $0.22 per share————(197)——(197)
Dividends on preferred stock, $2,000 per share————(170)——(170)
Shareholder warrants exercised———72———72
Issuance of common stock and other, net of cancellations—1—(38)———(37)
Noncontrolling interest contributions, net——————5757
Balance as of March 31, 2024$8,287$223$(15,582)$17,456$20,147$280$156$30,967
Equity Attributable to Common Stock
millions, except per-share amountsPreferred StockCommon StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling InterestTotal Equity
Balance as of December 31, 2024$8,287$233$(15,597)$19,868$21,189$179$321$34,480
Net income————936—9945
Other comprehensive loss, net of tax—————(9)—(9)
Dividends on common stock, $0.24 per share————(229)——(229)
Dividends on preferred stock, $2,000 per share————(170)——(170)
Shareholder warrants exercised———3———3
Issuance of common stock and other, net of cancellations—1—21———22
Noncontrolling interest contributions, net——————6363
Balance as of March 31, 2025$8,287$234$(15,597)$19,892$21,726$170$393$35,105

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,
millions20252024
CASH FLOW FROM OPERATING ACTIVITIES
Net income$945$888
Adjustments to reconcile net income to net cash provided by operating activities:
Discontinued operations, net—(182)
Depreciation, depletion and amortization of assets1,9171,693
Deferred income tax benefit(129)(91)
Other noncash charges to income267138
Changes in operating assets and liabilities:
Increase in trade receivables(85)(76)
Increase in inventories(49)(110)
(Increase) decrease in other current assets(52)6
Decrease in accounts payable and accrued liabilities(686)(454)
Increase in current domestic and foreign income taxes20195
Net cash provided by operating activities2,1482,007
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures(1,908)(1,783)
Change in capital accrual551
Purchases of assets, businesses and equity investments, net(52)(142)
Proceeds from sales of assets and equity investments, net1,30698
Equity investments and other, net(82)(34)
Net cash used by investing activities(731)(1,810)
CASH FLOW FROM FINANCING ACTIVITIES
Payments of long-term debt, net(518)—
Proceeds from issuance of common stock2588
Cash dividends paid on common and preferred stock(380)(332)
Contributions from noncontrolling interest6357
Other financing, net(122)(141)
Net cash used by financing activities(932)(328)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents485(131)
Cash, cash equivalents, restricted cash and restricted cash equivalents — beginning of period2,1571,464
Cash, cash equivalents, restricted cash and restricted cash equivalents — end of period$2,642$1,333
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 has condensed or omitted, as permitted by the rules and regulations of the SEC, 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 the 2024 Form 10-K.

In the opinion of Occidental’s management, the accompanying unaudited Consolidated Condensed Financial Statements in this report reflect all adjustments (consisting of normal recurring adjustments) that are necessary to fairly present Occidental’s results of operations and cash flows for the three months ended March 31, 2025 and 2024 and Occidental’s financial position as of March 31, 2025 and December 31, 2024. The income and cash flows for the periods ended March 31, 2025 and 2024 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 include 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, 2025 and 2024:

millions20252024
Cash and cash equivalents$2,612$1,272
Restricted cash and restricted cash equivalents included in other current assets1544
Restricted cash and restricted cash equivalents included in other long-term assets1517
Cash, cash equivalents, restricted cash and restricted cash equivalents$2,642$1,333

SUPPLEMENTAL CASH FLOW INFORMATION

The following table represents U.S. federal, state and international income taxes paid and interest paid during the three months ended March 31, 2025 and 2024, respectively:

millions20252024
Income tax payments$490$152
Interest paid (a)$474$395

(a) Net of capitalized interest of $54 million and $33 million for the three months ended March 31, 2025 and 2024, respectively.

WES INVESTMENT

WES is a publicly traded limited partnership with its limited partner units traded on the NYSE under the ticker symbol "WES." As of March 31, 2025, Occidental owned all of the 2.3% non-voting general partner interest, 43.5% of the WES limited partner units, and a 2% non-voting limited partner interest in WES Operating, a subsidiary of WES. As of March 31, 2025, Occidental's combined share of net income from WES and its subsidiaries was 45.9%.

NON-CONTROLLING INTEREST

Occidental and BlackRock formed a joint venture for the continued development of the first commercial scale direct air capture facility. The joint venture is a VIE and Occidental consolidates the VIE as it is the primary beneficiary. BlackRock’s investment is accounted for as an NCI. Each party has committed to make additional investments towards the completion of the direct air capture facility, with BlackRock committed to invest up to $550 million. In addition, Occidental has entered into

agreements with the joint venture related to project management, operations and maintenance and carbon removal offtake. Occidental may incur additional payments if certain construction and operational thresholds are not met.

Occidental may call the NCI on June 30, 2035 or earlier if the plant does not achieve commercial operations or ceases and permanently discontinues operations. Dividends from the joint venture will be distributed preferentially to the NCI up to a return threshold, then preferentially to Occidental thereafter. The NCI receives preferential distributions in liquidation.

Because distributions from the joint venture will not be consistent over time, or with the initial investments or ownership interest, Occidental has determined that the appropriate methodology for attributing income and loss from the joint venture is the HLBV method. Under the HLBV method, the amounts of income and loss attributed to the NCI in the consolidated statements of operations reflect changes in the amounts the NCI would hypothetically receive at each balance sheet date if the joint venture was liquidated. As of March 31, 2025, the VIE’s assets were comprised of $837 million construction in progress. Noncontrolling interest as of March 31, 2025 was $393 million.

NOTE 2 - REVENUE

Revenue from customers is recognized when obligations under the terms of a contract with customers are satisfied; this generally occurs with the delivery of oil, NGL, gas, chemicals or services, such as transportation. As of March 31, 2025, trade receivables, net of $3.6 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, 2025 and 2024:

Three months ended March 31,
millions20252024
Revenue from customers$6,911$6,731
All other revenues (a)(108)(756)
Net sales$6,803$5,975

(a) Includes other net revenues from the midstream and marketing segment and chemical segment.

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. Midstream and marketing segment revenues are shown by the location of sale:

millionsUnited StatesInternationalEliminationsTotal
Three months ended March 31, 2025
Oil and gas
Oil$3,830$675$—$4,505
NGL57896—674
Gas38184—465
Other381—39
Segment total$4,827$856$—$5,683
Chemical$1,114$73$—$1,187
Midstream and marketing$174$138$—$312
Eliminations$—$—$(271)$(271)
Consolidated$6,115$1,067$(271)$6,911
millionsUnited StatesInternationalEliminationsTotal
Three months ended March 31, 2024
Oil and gas
Oil$3,349$772$—$4,121
NGL41699—515
Gas18787—274
Other5——5
Segment total$3,957$958$—$4,915
Chemical$1,115$70$—$1,185
Midstream and marketing$760$96$—$856
Eliminations$—$—$(225)$(225)
Consolidated$5,832$1,124$(225)$6,731
NOTE 3 - INVENTORIES

Finished goods primarily represent 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. As of March 31, 2025 and December 31, 2024, inventories consisted of the following:

millionsMarch 31, 2025December 31, 2024
Raw materials$110$113
Materials and supplies1,2741,279
Commodity inventory and finished goods848796
2,2322,188
Revaluation to LIFO(93)(93)
Total$2,139$2,095
NOTE 4 - LONG-TERM DEBT

As of March 31, 2025 and December 31, 2024, Occidental’s debt consisted of the following:

millionsMarch 31, 2025December 31, 2024
5.500% senior notes due 2025$—$465
5.875% senior notes due 2025536536
5.550% senior notes due 2026870870
3.200% senior notes due 2026182182
3.400% senior notes due 2026284284
Two-year term loan due 2026 (6.039% and 6.249% as of March 31, 2025 and December 31, 2024, respectively)2,6502,700
7.500% debentures due 2026112112
8.500% senior notes due 2027489489
3.000% senior notes due 2027216216
7.125% debentures due 2027150150
7.000% debentures due 20274848
5.000% senior notes due 2027600600
6.625% debentures due 20281414
7.150% debentures due 2028232232
7.200% senior debentures due 20288282
6.375% senior notes due 2028578578
7.200% debentures due 2029135135
7.950% debentures due 2029116116
8.450% senior notes due 2029116116
3.500% senior notes due 2029286286
5.200% senior notes due 20291,2001,200
Variable rate bonds due 2030 (4.890% and 5.710% as of March 31, 2025 and December 31, 2024, respectively)6868
8.875% senior notes due 20301,0001,000
6.625% senior notes due 20301,4491,449
6.125% senior notes due 20311,1431,143
7.500% senior notes due 2031900900
7.875% senior notes due 2031500500
5.375% senior notes due 20321,0001,000
5.550% senior notes due 20341,2001,200
6.450% senior notes due 20361,7271,727
Zero Coupon senior notes due 2036673673
0.000% loan due 2039 (CAD denominated)1718
4.300% senior notes due 2039247247
7.950% senior notes due 2039325325
6.200% senior notes due 2040737737
4.500% senior notes due 2044191191
4.625% senior notes due 2045296296
6.600% senior notes due 20461,1171,117
4.400% senior notes due 2046424424
(continued on next page)
millions (continued)March 31, 2025December 31, 2024
4.100% senior notes due 2047258258
4.200% senior notes due 2048304304
4.400% senior notes due 2049280280
6.050% senior notes due 20541,0001,000
7.730% debentures due 20965858
7.500% debentures due 20966060
7.250% debentures due 209655
Total borrowings at face value$23,875$24,391

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

millionsMarch 31, 2025December 31, 2024
Total borrowings at face value$23,875$24,391
Adjustments to book value:
Unamortized premium, net1,0121,037
Debt issuance costs(100)(105)
Net book value of debt$24,787$25,323
Long-term finance leases658658
Current finance leases149135
Total debt and finance leases$25,594$26,116
Less: current finance leases(149)(135)
Less: current maturities of long-term debt(1,408)(1,003)
Long-term debt, net$24,037$24,978

DEBT ACTIVITY

In the three months ended March 31, 2025, Occidental used cash on hand and proceeds from asset sales to redeem $465 million of senior notes due 2025 and repaid $50 million of the two-year term loan due 2026.

Subsequent to March 31, 2025, but before the date of this filing, Occidental used proceeds from asset sales and the warrant exercise to pay all remaining current maturities of $1.4 billion and long-term maturities of $350 million, leaving principal debt outstanding of $22.1 billion.

FAIR VALUE OF DEBT

The estimated fair value of Occidental’s debt as of March 31, 2025 and December 31, 2024, the majority of which was classified as Level 1, was $23.6 billion and $24.0 billion, respectively.

NOTE 5 - ACQUISITIONS AND DIVESTITURES

CROWNROCK ACQUISITION

In December 2023, Occidental entered into an agreement to purchase CrownRock, L.P. for total consideration of $12.4 billion. The CrownRock Acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. For the three months ended March 31, 2025, there were no material changes to the allocation presented in the 2024 Form 10-K. As of March 31, 2025, Occidental has substantially completed the allocation of the consideration; however, Occidental continues to finalize customary purchase price adjustments, which are not expected to be material.

The following summarizes the unaudited pro forma condensed financial information of Occidental as if the CrownRock Acquisition had occurred on January 1, 2024:

Three months ended March 31, 2024
millions, except per-share amounts
Revenues$6,587
Net income attributable to common stockholders$798
Net income attributable to common stockholders per share—basic$0.87
Net income attributable to common stockholders per share—diluted$0.81

DIVESTITURES

During the first quarter of 2025, Occidental sold non-core proved and unproved royalty and mineral interests in the DJ Basin for approximately $900 million and certain non-core Permian Basin assets for approximately $400 million. The difference in the assets' net book value and adjusted purchase price was treated as a normal retirement, and as a result no gain or loss was recognized.

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 and transportation commitments and to fix margins on the future sale of stored commodity volumes. Derivatives are carried at fair value and on a net basis when a legal right of offset exists with the same counterparty. Occidental may occasionally use a variety of derivative financial instruments to manage its exposure to foreign currency fluctuations and interest rate risks. 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 from a vendor 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. The value of cash flow hedges was insignificant for all periods presented. As of March 31, 2025, Occidental’s marketing derivatives are not designated as hedges.

MARKETING DERIVATIVES

Occidental's marketing derivative instruments are short-duration physical and financial forward contracts. As of March 31, 2025, the weighted-average settlement price of these forward contracts was $71.54 per barrel and $2.90 per Mcf for crude oil and natural gas, respectively. The weighted-average settlement price was $71.07 per barrel and $3.50 per Mcf for crude oil and natural gas, respectively, as of December 31, 2024. 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. Net gains and losses associated with marketing derivative instruments are recognized currently in net sales.

The following table summarizes net short volumes associated with the outstanding marketing commodity derivatives as of:

long (short)March 31, 2025December 31, 2024
Oil commodity contracts
Volume (MMbbl)(62)(34)
Natural gas commodity contracts
Volume (Bcf)(237)(130)

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, 2025
Marketing Derivatives
Other current assets$755$111$—$(828)$38
Other long-term assets—1——1
Accrued liabilities(803)(94)—827(70)
Deferred credits and other liabilities - other—(1)—1—
December 31, 2024
Marketing Derivatives
Other current assets$455$92$—$(512)$35
Other long-term assets—1—(1)—
Accrued liabilities(451)(90)—512(29)
Deferred credits and other liabilities - other—(2)—1(1)

(a)These amounts do not include collateral. Occidental netted $48 million of collateral deposited with brokers against derivative liabilities as of March 31, 2025. As of December 31, 2024, Occidental netted $12 million of collateral received from brokers against derivative assets and $9 million collateral deposited with brokers against derivative liabilities.

GAINS AND LOSSES ON DERIVATIVES

The following table presents losses related to Occidental's derivative instruments and the location on the Consolidated Condensed Statements of Operations.

millionsThree months ended March 31,
Income Statement Classification20252024
Marketing Derivatives (included in Net sales)$(107)$(238)

CREDIT RISK

The majority of Occidental’s credit risk is related to the physical delivery of energy commodities to its counterparties and their potential inability to meet their settlement commitments. Occidental manages credit risk by selecting counterparties that it believes to be financially strong, by entering into netting arrangements with counterparties and by requiring collateral or other credit risk mitigants, as appropriate. Occidental actively evaluates the creditworthiness of its counterparties, assigns appropriate credit limits and monitors credit exposures against those assigned limits. Occidental also enters into futures contracts through regulated exchanges with select clearinghouses and brokers, which are subject to minimal credit risk, if any.

NOTE 7 - INCOME TAXES

The following table summarizes components of income tax benefit (expense):

Three months ended March 31,
millions20252024
Income before income taxes$1,332$1,010
Current
Federal(366)(243)
State and Local(19)(12)
Foreign(131)(140)
Total current tax expense$(516)$(395)
Deferred
Federal14381
State and Local52
Foreign(19)8
Total deferred tax benefit$129$91
Total income tax expense$(387)$(304)
Income from continuing operations$945$706
Worldwide effective tax rate29%30%

The worldwide effective tax rates for the periods presented in the table above were primarily driven by Occidental's jurisdictional mix of income. U.S. income is taxed at a U.S. federal statutory rate of 21%, while international income is subject to tax at statutory rates as high as 55%.

INFLATION REDUCTION ACT AND PILLAR TWO

In August 2022, Congress passed the IRA that contains, among other provisions, certain tax incentives related to climate change and clean energy. Since the enactment of the IRA, the U.S. Department of the Treasury has released a substantial amount of regulatory and sub-regulatory guidance. However, much of this guidance remains unfinalized, and significant questions persist regarding its application. In January 2025, the Trump Administration issued an executive order that pauses the disbursement of funds appropriated under the IRA. The ultimate impact of the IRA on Occidental’s businesses depends on several factors, including statutory interpretations in the final regulatory guidance pending issuance and potential changes to IRA incentives in future tax legislation.

The OECD Pillar Two initiative proposes to apply a 15% global minimum tax on multinational entities, applied on a jurisdiction-by-jurisdiction basis. Several countries, including European Union member states, Canada, and Oman, have enacted or are in the process of enacting legislation aligned with all, or portions of, Pillar Two. Occidental continues to monitor and assess the impact of new OECD Pillar Two administrative guidance and Pillar Two compliant legislation proposed and/or enacted in the jurisdictions in which the Company operates. Based on developments to date, Occidental does not anticipate any significant impact on the Company's results of operations or cash flows from the enactment of Pillar Two legislation.

NOTE 8 - ENVIRONMENTAL LIABILITIES AND EXPENDITURES

Occidental and its subsidiaries and their respective 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 Third-Party, Currently Operated, and Closed or Non-Operated Sites, which categories may include NPL Sites. Remedial activities may include one or more of the following: investigation involving sampling, modeling, risk assessment or monitoring; clean-up 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, natural resource damages, punitive damages, civil penalties, injunctive relief and government oversight costs.

ENVIRONMENTAL REMEDIATION

As of March 31, 2025, certain Occidental subsidiaries participated in or monitored remedial activities or proceedings at 157 sites. The following table presents the current and non-current environmental remediation liabilities of such subsidiaries on a consolidated basis as of March 31, 2025. The current portion of $150 million is included in accrued liabilities and the remainder of $1.8 billion is included in other liabilities.

These environmental remediation sites are grouped into NPL Sites and the following three categories of non-NPL Sites—Third-Party Sites, Currently Operated Sites and Closed or Non-Operated Sites.

millions, except number of sitesNumber of SitesRemediation Balance
NPL Sites32$1,371
Third-Party Sites62196
Currently Operated Sites1286
Closed or Non-Operated Sites51248
Total157$1,901

As of March 31, 2025, environmental remediation liabilities of Occidental subsidiaries exceeded $10 million each at 17 of the 157 sites described above, and 87 of the sites had liabilities from $0 to $1 million each.

Occidental believes its range of reasonably possible additional losses of its subsidiaries beyond those amounts currently recorded for environmental remediation for the 157 environmental sites in the table above could be up to $1.9 billion. The status of Occidental's involvement with the sites and related significant assumptions have not changed materially since December 31, 2024.

DIAMOND ALKALI SUPERFUND SITE

The EPA has organized the DASS into four OUs for evaluating, selecting and implementing remediation under CERCLA. OxyChem’s current activities in each OU are summarized below, many of which are performed on OxyChem’s behalf by Glenn Springs Holdings, Inc.

OU1 – OxyChem currently performs maintenance and monitoring for the interim remedy of OU1 pursuant to a 1990 Consent Decree. In January 2025, the EPA issued a ROD for the final remedy of OU1 that provides for optimized containment for which it estimated a cost of $16 million.

OU2 – The Lower 8.3 Miles of the Lower Passaic River: In March 2016, the EPA issued a ROD specifying remedial actions required for OU2. During the third quarter of 2016, OxyChem and the EPA entered into an AOC to complete the design of the remedy selected in the ROD. In May 2024, the EPA approved OxyChem's remedial design for OU2. In June 2024, the EPA notified OxyChem that the work required by the AOC has been fully performed in accordance with its terms. The EPA has estimated the cost to remediate OU2 to be approximately $1.4 billion.

OU3 – Newark Bay Study Area, including Newark Bay and portions of the Hackensack River, Arthur Kill, and Kill van Kull: A remedial investigation and feasibility study of OU3 was launched pursuant to a 2004 AOC which was amended in 2010. OxyChem is currently performing feasibility study activities in OU3.

OU4 – The 17-mile Lower Passaic River Study Area, comprising OU2 and the Upper 9 Miles of the Lower Passaic River: In September 2021, the EPA issued a ROD selecting an interim remedy for the portion of OU4 that excludes OU2 and is located upstream from the Lister Avenue Plant site for which OxyChem inherited legal responsibility. In March 2023, the EPA

issued a Unilateral Administrative Order in which it directed and ordered OxyChem to design the EPA’s selected interim remedy for OU4. The EPA has estimated the cost to remediate OU4 to be approximately $440 million.

Natural Resource Trustees – In addition to the activities of the EPA and OxyChem in the OUs described above, federal and state natural resource trustees are assessing natural resources in the Lower Passaic River and Greater Newark Bay to evaluate potential claims for natural resource damages.

OTHER INFORMATION

For the DASS, OxyChem has accrued a reserve relating to its estimated allocable share of remediation costs that it believes are probable and reasonably estimable. The reserve includes the cost to perform: the maintenance and monitoring required in the OU1 Consent Decree and the remedial investigation and feasibility study required in OU3 (Newark Bay); and a substantial portion of the estimated costs to design and implement the remedies selected in the OU2 ROD and AOC and the OU4 ROD and OU4 Unilateral Administrative Order based upon a December 2024 order of the U.S. District Court for the District of New Jersey approving the proposed settlement and Amended Consent Decree the EPA entered into with 82 potentially responsible parties.

OxyChem’s accrued environmental remediation reserve does not reflect the potential for additional remediation costs or natural resource damages for the DASS that OxyChem believes are not reasonably estimable. OxyChem’s ultimate liability at the DASS may be higher or lower than the reserved amount and the reasonably possible additional losses, and is subject to final design plans, further action by the EPA and natural resource trustees, and the resolution of OxyChem's allocable share with other potentially responsible parties, among other factors.

OxyChem continues to evaluate the estimated costs currently recorded for remediation at the DASS as well as the range of reasonably possible additional losses beyond those amounts currently recorded. Given the complexity and extent of the remediation efforts, estimates of the remediation costs may increase or decrease over time as new information becomes available.

NOTE 9 - 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, regional, state, provincial, tribal, local and international environmental laws. These environmental proceedings seek funding or performance of remediation and, in some cases, compensation for alleged property damage, natural resource damages, punitive damages, civil penalties, injunctive relief and government oversight costs. Usually Occidental or such subsidiaries are among many companies in these environmental proceedings and have to date been successful in sharing remediation 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 or its subsidiary retains liability or indemnifies the other party for conditions that existed prior to the transaction.

In accordance with applicable accounting guidance, Occidental or its subsidiaries accrue contingency reserves for outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. Contingency reserves for matters, other than for tax matters discussed below and environmental matters discussed in Note 8 – Environmental Liabilities and Expenditures, that satisfy these criteria as of March 31, 2025 were not material to Occidental’s Consolidated Condensed Balance Sheets.

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 will reassess the probability and estimability of contingent losses as new information becomes available.

TAX MATTERS AND DISPUTES

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 2021 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 2018 have been audited for state income tax purposes. There are no outstanding significant audit matters in international jurisdictions. 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 and closed by the IRS. Tax years 2015 and 2017 through 2019 have been audited by the IRS but remain open pending the outcome of the Tronox U.S. Tax Court litigation discussed below. Tax years through 2010 have been audited for state income tax purposes. There are no outstanding significant audit matters in international jurisdictions. 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 dispute discussed below, Occidental believes that the resolution of these outstanding tax disputes 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. Anadarko disagreed and, in November 2018, filed a petition with the U.S. Tax Court to dispute the disallowance. Trial was held in May 2023. The parties filed post-trial briefs throughout 2023 and 2024. Closing arguments were held in May 2024. The Tax Court may issue an opinion at any time. If the Tax Court opines that all or a portion of the original $5.2 billion deduction is not deductible, a computation phase will commence where the parties will compute the tax amount to be included in the Tax Court’s decision. Once the parties submit their computation, the Tax Court judge will formally enter the decision reflecting the computed tax amount. To pursue an appeal of the Tax Court’s decision, any tax due as a result of the Tax Court’s decision must be fully bonded or paid within 90 days of the decision’s entry. If Anadarko does not pursue an appeal, the IRS will assess any resulting tax deficiency, including interest, and issue a notice demanding payment thereof.

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. Additionally, Occidental has recorded no tax benefit on approximately $500 million of additional cash tax benefits realized from the utilization of tax attributes generated as a result of the deduction of the $5.2 billion Tronox Adversary Proceeding settlement payment in 2015. If the payment is ultimately determined not to be deductible, Occidental would be required to repay the tentative refund received, plus other cash benefits received related to the $5.2 billion deduction, plus interest, which as of March 31, 2025 totaled approximately $2.1 billion. 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, as of March 31, 2025, Occidental would be required to repay approximately $1.4 billion in federal and state taxes and accrued interest of $805 million. A liability for the taxes and interest is included in other liabilities.

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 or its subsidiaries. These indemnities usually are contingent upon the other party incurring liabilities that reach specified thresholds. As of March 31, 2025, 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 10 - EARNINGS PER SHARE AND 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 amounts20252024
Income from continuing operations$945$706
Discontinued operations, net of taxes (a)—182
Net income$945$888
Less: Income attributable to noncontrolling interest(9)—
Less: Preferred stock dividends(170)(170)
Net income attributable to common stock$766$718
Less: Net income allocated to participating securities(5)(4)
Net income, net of participating securities$761$714
Weighted-average number of basic shares941.3884.1
Basic income per common share$0.81$0.81
Net income attributable to common stock$766$718
Less: Net income allocated to participating securities(5)(4)
Net income, net of participating securities$761$714
Weighted-average number of basic shares941.3884.1
Dilutive securities41.664.5
Dilutive effect of potentially dilutive securities982.9948.6
Diluted income per common share$0.77$0.75

(a) The Andes Arbitration was settled in 2024 and resulted in a gain of $182 million, net of taxes, in discontinued operations.

For the three months ended March 31, 2025, warrants for 83.9 million shares of Occidental common stock were excluded from diluted shares as their effect would have been anti-dilutive. For the three months ended March 31, 2024, there were no Occidental common stock warrants nor options that were excluded from diluted shares.

The following table presents Occidental's common share activity, including exercises of warrants, and other transactions in Occidental's common stock in 2025:

PeriodExercise of Warrants (a)Other (b)Common Stock Outstanding
December 31, 2024938,457,983
First Quarter 2025123,6733,468,265942,049,921
Total123,6733,468,265942,049,921

(a) $2 million of cash was received in the first three months of 2025 from the exercise of common stock warrants.

(b) Consists of issuances under the 2015 long-term incentive plan, the OPC savings plan and the dividend reinvestment plan.

As of March 31, 2025, Occidental had 73.9 million outstanding warrants with a strike of $22.00 per share and 83.9 million of Berkshire warrants with a strike of $59.62 per share.

On March 3, 2025, Occidental announced an offer to exercise its outstanding publicly traded warrants, each exercisable at $22.00, at a temporarily reduced price of $21.30 per share with an expiration date of March 31, 2025. In April 2025, Occidental issued 41.9 million shares of stock in return for proceeds of approximately $890 million. The incremental fair value of the warrants related to the change in exercise price will be recognized as an equity issuance cost in the second quarter of 2025. The proceeds from the warrant exercise were used to repay near-term debt maturities (See Note 4 - Long Term Debt).

NOTE 11 - SEGMENTS

Occidental conducts its operations through three segments: oil and gas, chemical and midstream and marketing. Income taxes, interest income, interest expense, environmental remediation expenses 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.

Occidental’s President and CEO is the CODM and is ultimately responsible for allocating resources and assessing the performance of each operating segment. For all three reporting segments the CODM utilizes segment income (loss) from continuing operations before income taxes to measure performance, as well as allocate resources (including financial or capital resources) for each segment, predominantly in the annual budget and forecasting process.

The following table reconciles segment income from continuing operations before taxes to net income attributable to common shares:

Three months ended
millionsMarch 31, 2025March 31, 2024
Segment income from continuing operations before taxes
Oil and gas segment$1,697$1,238
Chemical segment185254
Midstream and marketing segment(77)(33)
Corporate and eliminations(155)(165)
Interest and debt expense, net(318)(284)
Income from continuing operations before income taxes$1,332$1,010
Income tax expense(387)(304)
Income from continuing operations$945$706
Discontinued operations, net of tax—182
Net income$945$888
Less: Net income attributable to noncontrolling interest(9)—
Less: Preferred stock dividends(170)(170)
Net income attributable to common stockholders$766$718

The following tables include a summary of significant revenue and expense line items for each segment. Items within “Significant segment expenses” align with the significant segment-level information that is regularly provided to the CODM as required by the adoption of ASU 2023-07 in the fourth quarter of 2024. Intersegment expenses are included within the amounts shown.

OIL AND GAS SEGMENT

Three months ended
millionsMarch 31, 2025March 31, 2024
Revenues and other income
Net sales$5,683$4,915
Gains (losses) on sale of assets and other, net(6)3
Total$5,677$4,918
Significant segment expenses
Oil and gas lease operating expense1,2171,161
Transportation and gathering expense407348
Other operating and non-operating expense244274
Taxes other than on income260232
Depreciation, depletion and amortization1,7021,497
Other segment expenses (a)150154
Total$3,980$3,666
Segment income before other items$1,697$1,252
Losses from equity investments and other—(14)
Segment income from continuing operations before taxes$1,697$1,238

(a) Other segment expenses include selling, general and administrative expense and exploration expense.

CHEMICAL SEGMENT

Three months ended
millionsMarch 31, 2025March 31, 2024
Revenues and other income
Net sales$1,188$1,186
Gains on sale of assets and other income, net125
Total$1,200$1,191
Significant segment expenses
Cost of sales870820
Depreciation, depletion and amortization9487
Other segment expenses (a)7654
Total$1,040$961
Segment income before other items$160$230
Income from equity investments and other2524
Segment income from continuing operations before taxes$185$254

(a) Other segment expenses include other operating and non-operating expense and selling, general and administrative expense.

MIDSTREAM AND MARKETING SEGMENT

Three months ended
millionsMarch 31, 2025March 31, 2024
Revenues and other income
Net sales$203$99
Gains on sale of assets and other income, net2627
Total$229$126
Significant segment expenses
Cost of sales213251
Other operating and non-operating expense8588
Depreciation, depletion and amortization8784
Other segment expenses (a)3527
Total$420$450
Segment losses before other items$(191)$(324)
Income from equity investments and other114291
Segment losses from continuing operations before taxes$(77)$(33)

(a) Other segment expenses include transportation expense, taxes other than on income, and selling, general and administrative expense.

SEGMENT INVESTMENTS AND EXPENDITURES

The following table includes segment-level balance sheet information:

millionsOil and gasChemicalMidstream and marketingCorporate and eliminationsTotal
March 31, 2025
PP&E Additions$1,568$224$152$18$1,962
Investments in unconsolidated entities$115$505$2,501$—$3,121
Total Assets$61,768$5,431$14,110$3,658$84,967
March 31, 2024
PP&E Additions$1,494$87$207$28$1,816
Investments in unconsolidated entities$92$547$2,761$—$3,400
Total Assets$53,744$4,798$13,628$2,107$74,277

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations