Occidental Petroleum 10-Q 2026-03-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 1-9210

_____________________

OCCIDENTAL PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

(713) 215-7000

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ Accelerated Filer ☐ Non-Accelerated Filer ☐

Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

DEFINED TERMS AND ABBREVIATIONS USED WITHIN THIS DOCUMENT

PART I FINANCIAL INFORMATION

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

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The following discussion should be read together with the Consolidated Condensed Financial Statements and the notes to the Consolidated Condensed Financial Statements, which are included in this report in Part I, Item 1; the information set forth in Risk Factors under Part II, Item 1A; the Consolidated Financial Statements and the notes to the Consolidated Financial Statements, which are included in Part II, Item 8 of the 2025 Form 10-K; and the information set forth in Risk Factors under Part I, Item 1A of the 2025 Form 10-K.

Portions of this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue or other financial items or future financial position or sources of financing; any statements of the plans, strategies and objectives of management for future operations or business strategy; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Words such as "estimate," "project," "predict," "will," "would," "should," "could," "may," "might," "anticipate," "plan," "intend," "believe," "expect," "aim," "goal," "target," "objective," "commit," "advance," "guidance," "priority," "focus," "assumption," "likely" or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report unless an earlier date is specified. Unless legally required, the Company does not undertake any obligation to update, modify or withdraw any forward-looking statement as a result of new information, future events or otherwise.

Actual outcomes or results may differ from anticipated results, sometimes materially. Forward-looking and other statements regarding the Company's sustainability efforts and aspirations are not an indication that these statements are necessarily material to investors or require disclosure in the Company's filings with the SEC. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and definitions, assumptions, data sources and estimates or measurements that are subject to change in the future, including through rulemaking or guidance. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: general economic conditions, including slowdowns and recessions, domestically or internationally; the Company’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; the Company’s ability to successfully monetize select assets and repay or refinance debt and the impact of changes in the Company’s credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations and volatility; supply and demand considerations for, and the prices of, the Company’s products and services; actions by OPEC and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of the Company’s proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; government actions (including the effects of announced or future tariff increases and other geopolitical, trade, tariff, fiscal and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events (such as in Latin America); inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including the Company’s ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; the Company’s ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections or projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businesses, including retained liabilities and indemnification obligations associated with the chemical business; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development projects or acquisitions; the Company’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve the Company’s competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver the Company’s oil and natural gas and other processing and transportation considerations; volatility in the securities, capital or credit markets, including capital market disruptions and instability of financial institutions; HSE risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes, and deep-water and onshore drilling and permitting regulations; the Company’s ability to recognize intended benefits from its business strategies and initiatives, such as the OxyChem Transaction, the Company’s low-carbon ventures businesses and announced GHG emissions reduction targets or net-zero goals; changes in government grant or loan programs; potential liability resulting from pending or future litigation, government investigations and other proceedings; disruption or interruption of production or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent activity; the scope and duration of global or regional health pandemics or epidemics and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of the Company’s counterparties, including financial institutions, operating partners and other parties; failure of risk management; the Company’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of the Company’s operations; changes in state, federal or international tax rates, deductions, incentives or credits; and actions by third parties that are beyond the Company’s control.

Additional information concerning these and other factors that may cause the Company's results of operations and financial position to differ from expectations can be found in the Company's other filings with the SEC, including the Company's 2025 Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

The Company's financial results are significantly influenced by oil prices and, to a lesser extent, NGL and natural gas prices and commodity market differentials. The average WTI price per barrel for the three months ended March 31, 2026 was $71.93, compared to $59.14 for the three months ended December 31, 2025 and $71.42 for the three months ended March 31, 2025.

Changes in oil prices could result in adjustments to the Company's capital investment levels and allocation, which may in turn impact production volumes. Oil prices are expected to remain volatile due to a number of factors, including heightened geopolitical risk, the evolving macroeconomic environment and its effects on global energy demand, future actions by OPEC and non-OPEC oil-producing nations, and ongoing shifts in U.S. trade policy.

The ongoing conflict with Iran has significantly disrupted global crude oil and natural gas markets. Actions impacting commercial shipping through the Strait of Hormuz and regional energy infrastructure have resulted in the suspension of substantial supply and higher commodity prices. The duration and trajectory of the conflict remains uncertain, contributing to ongoing commodity price volatility.

Recent U.S. trade policy actions, including the introduction of tariff replacement measures, could also have implications for Occidental's business operations and financial performance. While the Company has not experienced a material impact to date, tariffs or tariff replacement measures imposed on the Company's suppliers could increase costs over time, and broader macroeconomic effects of policy changes and uncertainty could affect demand for the Company's products and its realized prices.

STRATEGIC PRIORITIES

The Company is focused on delivering a unique shareholder value proposition with its portfolio of oil and gas and midstream and marketing assets, as well as its ongoing development of carbon management and sequestration solutions and GHG emissions reduction efforts. The Company conducts its operations with an emphasis on technical expertise, HSE, sustainability and social responsibility. In order to maximize shareholder returns, the Company will:

■Maintain production base to preserve asset base integrity and longevity;

■Deliver a sustainable and growing dividend;

■Prioritize excess cash flow for deleveraging until principal debt is approximately $10.0 billion, after which available cash will be allocated to further net debt reduction and/or opportunistic share repurchases; and

■Advance integrated technologies in CO2, power and midstream to enable differentiated resource recovery and value.

OXYCHEM TRANSACTION

The Company completed the sale of OxyChem on January 2, 2026 in an all-cash transaction for an adjusted purchase price of $9.5 billion, subject to additional post-closing adjustments, resulting in a gain of $3.1 billion, net of taxes. OxyChem's results of operations, cash flows and the related retained liabilities and indemnification obligations are reported as discontinued operations in the Company's Consolidated Statements of Operations and Cash Flows for all periods presented, with its assets and liabilities reclassified as held for sale in the Company's Consolidated Balance Sheets as of December 31, 2025. There are post-closing indemnification obligations for (i) such legacy environmental liabilities and (ii) pre-closing liabilities of OxyChem, including pre-closing environmental liabilities, in each case subject to certain limitations and procedures, and Occidental entered into a guaranty in favor of Berkshire Hathaway to guarantee these indemnification obligations.

See Note 1 - General in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information regarding the OxyChem Transaction.

DEBT

As of March 31, 2026, the Company's debt was rated Baa3 by Moody's Investors Service, BBB by Fitch Ratings and BB+ by Standard and Poor's. Any downgrade in credit ratings could impact the Company's ability to access capital markets and increase its cost of capital. In addition, Occidental or its subsidiaries may be requested, elect to provide or in some cases be required to provide collateral in the form of cash, letters of credit, surety bonds or other acceptable support as financial assurance of their performance and payment obligations under certain contractual arrangements, such as pipeline transportation contracts, oil and gas purchase contracts and certain derivative instruments; certain permits, including with respect to carbon capture, utilization and sequestration activities and environmental remediation matters.

In the three months ended March 31, 2026, the Company used proceeds from the OxyChem Transaction to repay approximately $6.7 billion of debt. Subsequent to March 31, 2026, through the date of this filing, the Company repaid an additional $0.4 billion of debt. For information on the Company's debt activity, see Note 3 - Long-Term Debt in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information.

As of March 31, 2026, substantially all of the Company's outstanding debt was fixed rate.

The following table sets forth earnings of each operating segment and corporate items:

(a) Refer to the Items Affecting Comparability table which sets forth items affecting the Company's earnings that vary widely and unpredictably in nature, timing and amount.

ITEMS AFFECTING COMPARABILITY

The following table sets forth items affecting the comparability of the Company's earnings that vary widely and unpredictably in nature, timing and amount:

(a) Includes amounts from income from equity investments and other in the Consolidated Condensed Statements of Operations.

Q1 2026 compared to Q4 2025

Excluding the impact of items affecting comparability, net income for the three months ended March 31, 2026, compared to the three months ended December 31, 2025, increased due to higher realized crude oil prices in the oil and gas segment and higher crude margins due to the timing impact of crude sales and higher gas margins from transportation capacity optimizations in the midstream and marketing segment, partially offset by lower domestic crude oil sales volumes in the oil and gas segment.

Q1 2026 compared to Q1 2025

Excluding the impact of items affecting comparability, net income for the three months ended March 31, 2026, compared to the same period in 2025, reflected higher gas margins from transportation capacity optimization in the Permian, higher margins related to the timing impact of crude sales, lower long-haul crude transportation costs, and higher sulfur prices at Al Hosn in the midstream and marketing segment as well as lower interest expense due to the early redemption of long-term debt, partially offset by lower realized prices across all commodities in the oil and gas segment.

SELECTED STATEMENTS OF OPERATIONS ITEMS

Q1 2026 compared to Q4 2025

Net sales of $5.2 billion increased for the three months ended March 31, 2026, compared to $5.1 billion for the three months ended December 31, 2025, primarily due to higher oil prices, partially offset by lower sales volumes in the oil and gas segment.

Gains (losses) on sales of assets and other, net were a loss of $202 million and a gain of $253 million for the three months ended March 31, 2026 and December 31, 2025, respectively. The loss on sale of assets and other net for the three months ended March 31, 2026 reflected a $186 million loss on the divestiture of non-core proved and unproved royalty and mineral interests and certain gas processing plants in the Permian Basin. The gain on sale of assets and other, net for the three months ended December 31, 2025 included a gain of $301 million from an ownership reduction in WES following an acquisition made by WES.

Interest and debt expense, net increased to $432 million for the three months ended March 31, 2026, compared to $232 million for the three months ended December 31, 2025, primarily due to premiums paid on early debt extinguishment.

Income from equity investments and other increased to $136 million for the three months ended March 31, 2026, compared to a loss of $179 million for the three months ended December 31, 2025, primarily due to the $401 million impairment loss on the investment in NET Power recorded during the three months ended December 31, 2025.

Income from discontinued operations, net of taxes increased to $3.1 billion for the three months ended March 31, 2026, compared to a loss of $119 million for the three months ended December 31, 2025, primarily due to the gain on the OxyChem Transaction, which closed on January 2, 2026.

Q1 2026 compared to Q1 2025

Net sales of $5.2 billion decreased for the three months ended March 31, 2026, compared to $5.7 billion for the same period in 2025, primarily due to lower realized prices across all commodities and derivative losses on the crude oil collars in the oil and gas segment.

Income from discontinued operations, net of taxes of $3.1 billion increased for the three months ended March 31, 2026, compared to $115 million for the same period in 2025, primarily due to the gain on the OxyChem Transaction.

SEGMENT RESULTS OF OPERATIONS

The Company's principal businesses consist of two reporting segments: oil and gas and midstream and marketing. The oil and gas segment explores for, develops and produces oil and condensate, NGL and natural gas. The midstream and marketing segment purchases, markets, gathers, processes, transports and stores oil (which includes condensate), NGL, natural gas, CO2 and power. It also optimizes its transportation and storage capacity and invests in entities that conduct similar activities such as WES. The midstream and marketing segment also includes the Company's low-carbon ventures businesses.

OIL AND GAS SEGMENT

The following table sets forth the average sales volumes per day for oil and NGL in Mbbl and for natural gas in MMcf:

(a) Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one barrel of oil. Conversion to Boe does not necessarily result in price equivalency.

The following table presents information about the Company's average realized prices and index prices:

Q1 2026 compared to Q4 2025

Oil and gas segment earnings were $1.0 billion for the three months ended March 31, 2026, compared with segment earnings of $0.7 billion for the three months ended December 31, 2025.

Average daily sales volumes decreased for the three months ended March 31, 2026, compared to the three months ended December 31, 2025, primarily related to the timing of domestic wells coming online as well as the impact of Winter Storm Fern and the impact of higher prices on production sharing contracts.

The following chart outlines the changes to oil and gas segment income for the periods presented:

Q1 2026 compared to Q1 2025

Oil and gas segment earnings were $1.0 billion for the three months ended March 31, 2026, compared to $1.7 billion for the three months ended March 31, 2025.

Average daily sales volumes increased for the three months ended March 31, 2026, compared to the same period in 2025, primarily related to an increase in development and new wells coming online in the Permian as well as a third-party pipeline disruption affecting the Company's Gulf of America operations in 2025.

The following chart outlines the changes to oil and gas segment income for the periods presented:

The following table presents an analysis of the impacts of changes in average realized prices and sales volumes with regard to the Company's domestic and international oil, NGL and gas revenues:

(a) Includes the impact of international production sharing contracts.

(b) Excludes "other" oil and gas revenue. See Note 2 - Revenue in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information regarding other revenue.

MIDSTREAM AND MARKETING SEGMENT

Q1 2026 compared to Q4 2025

Midstream and marketing segment losses for the three months ended March 31, 2026 were $87 million, compared to segment earnings of $204 million for the three months ended December 31, 2025. Excluding the impact of items affecting comparability, midstream and marketing first quarter results increased due to higher crude margins related to the timing impact of crude sales, higher gas margins from transportation capacity optimizations and higher sulfur prices at Al Hosn.

Q1 2026 compared to Q1 2025

Midstream and marketing segment losses for the three months ended March 31, 2026 were $87 million, compared to segment losses of $72 million for the three months ended March 31, 2025. Excluding the impact of items affecting comparability, the increase in midstream and marketing first quarter results in 2026 reflected higher gas margins from transportation capacity optimization in the Permian, higher margins related to the timing impact of crude sales, lower long-haul crude transportation costs and higher sulfur prices at Al Hosn.

DISCONTINUED OPERATIONS, NET

Discontinued operations, net for all periods presented resulted from the OxyChem Transaction that closed on January 2, 2026. See Note 1 - General.

Select results for discontinued operations are reflected in the following table:

The following table sets forth the calculation of the worldwide effective tax rate for income:

The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates, adjusted for certain discrete items. Each quarter, the Company updates these rates and records a cumulative adjustment to its income taxes by applying the rates to the pre-tax income excluding certain discrete items. The Company's quarterly estimate of its effective tax rates can vary significantly based on various forecasted items, including future commodity prices, capital expenditures, expenses for which tax benefits are not recognized and the geographic mix of pre-tax income and losses.

The worldwide effective tax rates for the periods presented in the table above are primarily driven by the Company'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%. The reclassification of OxyChem, which primarily consists of domestic operations, to discontinued operations increased the Company's effective tax rate from continuing operations.

SOURCES AND USES OF CASH

As of March 31, 2026, the Company's sources of liquidity included $3.8 billion of cash and cash equivalents and $4.15 billion of borrowing capacity under its RCF, which matures on June 30, 2028. There were no borrowings outstanding under the Company's RCF as of March 31, 2026.

Operating Cash Flows

Operating cash flow from continuing operations was $1.4 billion for the three months ended March 31, 2026, compared to $2.0 billion for the three months ended March 31, 2025. The decrease in operating cash flow from continuing operations, compared to the same period in 2025, was primarily due to higher trade receivables in 2026 in working capital resulting from sharp increases in commodity prices in March 2026.

Investing Cash Flows

The Company's net cash used by investing activities from continuing operations was $1.6 billion for the three months ended March 31, 2026, compared to $0.5 billion for the three months ended March 31, 2025. Investing activities for the three months ended March 31, 2025 included $1.3 billion in divestitures.

Capital expenditures, of which the majority were for the oil and gas segment, were $1.6 billion for the three months ended March 31, 2026, compared to $1.7 billion for the three months ended March 31, 2025.

Cash flow provided by investing activities from discontinued operations for the three months ended March 31, 2026 was $9.5 billion, which reflected proceeds from the OxyChem Transaction.

Financing Cash Flows

The Company's net cash used by financing activities from continuing operations was $7.3 billion for the three months ended March 31, 2026, which included principal payments of long-term debt of $6.7 billion and payments of common and preferred cash dividends of $0.4 billion. See Note 3 - Long-Term Debt in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.

Net cash used by financing activities for the three months ended March 31, 2025 was $0.9 billion, which included payments of long-term debt of $0.5 billion and payments of common and preferred cash dividends of $0.4 billion.

As of the date of this filing, the Company is in compliance with all covenants in its financing agreements, and it has no remaining debt maturities due in 2026, $48 million in 2027, $14 million in 2028, and $13.3 billion thereafter. The Company currently expects its cash on hand, operating cash flows and funds available from the RCF to be sufficient to meet its near-term debt maturities, operating expenditures, capital expenditures and other obligations for the next 12 months from the date of this filing.

The Company has provided financial assurances through a combination of cash, letters of credit and surety bonds. As of March 31, 2026, the Company had no outstanding letters of credit under the RCF.

For additional information, see Risk Factors in Part I, Item 1A of the Company's 2025 Form 10-K.

See Note 7 - Environmental Liabilities and Expenditures in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q and the Environmental Liabilities and Expenditures section of Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K for additional information regarding the Company's environmental liabilities and expenditures.

The Company 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. The Company has disclosed its reserve balances for environmental remediation matters and its estimated range of reasonably possible additional losses for such matters. See Note 7 - Environmental Liabilities and Expenditures and Note 8 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for further information.

For the three months ended March 31, 2026, there were no material changes in the information required to be provided under Item 305 of Regulation S-K included under Item 7A, Quantitative and Qualitative Disclosures About Market Risk in the 2025 Form 10-K.

Occidental's President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer supervised and participated in the Company's evaluation of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Occidental's President and Chief Executive Officer and Senior Vice President and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2026.

There has been no change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II Other Information

Item 1. Legal Proceedings

The Company has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party and potential monetary sanctions are involved. For additional information regarding legal proceedings, see Note 8 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.

There have been no material changes to the risk factors included under Part I, Item 1A of the 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Occidental’s share repurchase activities for the three months ended March 31, 2026 were as follows:

(a) Includes purchases from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs.

(b) Represents the value of shares remaining in Occidental's share repurchase plan. In February 2023, Occidental announced an authorization to repurchase up to $3.0 billion of Occidental's shares of common stock. The plan does not obligate Occidental to acquire any specific number of shares and may be discontinued at any time.

During the three months ended March 31, 2026, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

^ Indicates a management contract or compensatory plan or arrangement.

• Filed herewith.

** Furnished herewith.

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