UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 1-9210
_____________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||||||||
(713 ) 215-7000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
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.
| Class | Outstanding as of April 30, 2025 | |||||||||||||
| Common Stock, $0.20 par value | ||||||||||||||
| TABLE OF CONTENTS | PAGE | |||||||
| Part I - Financial Information | ||||||||
Item 1. Financial Statements (unaudited) | ||||||||
Consolidated Condensed Balance Sheets — March 31, 2025 and December 31, 2024 | ||||||||
Consolidated Condensed Statements of Operations — Three months ended March 31, 2025 and 2024 | ||||||||
Consolidated Condensed Statements of Comprehensive Income — Three months ended March 31, 2025 and 2024 | ||||||||
Consolidated Condensed Statements of Equity — Three months ended March 31, 2025 and 2024 | ||||||||
Consolidated Condensed Statements of Cash Flows — Three months ended March 31, 2025 and 2024 | ||||||||
Note 5—Acquisitions and Divestitures | ||||||||
Consolidated Results of Operations and Items Affecting Comparability | ||||||||
Item 4. Controls and Procedures | ||||||||
Item 1. Legal Proceedings | ||||||||
Item 1A. Risk Factors | ||||||||
Item 6. Exhibits | ||||||||
ABBREVIATIONS USED WITHIN THIS DOCUMENT
| $/Bbl | price per barrel | ||||
| Anadarko | Anadarko Petroleum Corporation and its consolidated subsidiaries | ||||
| AOC | Administrative Order on Consent | ||||
| Bcf | billions of cubic feet | ||||
| BlackRock | BlackRock Inc., which has formed a joint venture with Occidental on the construction of STRATOS | ||||
| Boe | barrels of oil equivalent | ||||
| CERCLA | Comprehensive Environmental Response, Compensation, and Liability Act | ||||
CO2 | carbon dioxide | ||||
| CODM | chief operating decision maker | ||||
| CrownRock | CrownRock, L.P. | ||||
| CrownRock Acquisition | acquisition of all of the outstanding partnership interests of CrownRock by Occidental | ||||
| DAC | direct air capture | ||||
| DASS | Diamond Alkali Superfund Site | ||||
| EPA | U.S. Environmental Protection Agency | ||||
| EPS | earnings per share | ||||
| GOA | Gulf of America | ||||
| HLBV | Hypothetical Liquidation at Book Value | ||||
| LIFO | last-in, first-out | ||||
| Mbbl | thousands of barrels | ||||
| Mboe | thousands of barrels equivalent | ||||
| Mboe/d | thousands of barrels equivalent per day | ||||
| Mcf | thousands of cubic feet | ||||
| MMbbl | millions of barrels | ||||
| MMcf | millions of cubic feet | ||||
| NCI | non-controlling interest | ||||
| NGL | natural gas liquids | ||||
| NPL | National Priorities List | ||||
| Occidental | Occidental Petroleum Corporation, a Delaware corporation and one or more entities in which it owns a controlling interest (subsidiaries) | ||||
| OECD | Organization for Economic Cooperation and Development | ||||
| OPEC | Organization of the Petroleum Exporting Countries | ||||
| OU | Operable Unit | ||||
| OxyChem | Occidental Chemical Corporation | ||||
| RCF | revolving credit facility | ||||
| ROD | Record of Decision | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| STRATOS | Occidental’s first large-scale DAC facility in Ector County, Texas | ||||
| VIE | variable interest entity | ||||
| WES | Western Midstream Partners, LP | ||||
| WES Operating | Western Midstream Operating, LP | ||||
| WTI | West Texas Intermediate | ||||
| Zero Coupons | Zero Coupon senior notes due 2036 | ||||
| 2024 Form 10-K | Occidental’s Annual Report on Form 10-K for the year ended December 31, 2024 | ||||
1
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
| Consolidated Condensed Balance Sheets | Occidental Petroleum Corporation and Subsidiaries | ||||
| millions | March 31, 2025 | December 31, 2024 | ||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
Trade receivables, net of reserves of $ | ||||||||
| Joint interest receivables | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| INVESTMENTS IN UNCONSOLIDATED ENTITIES | ||||||||
| PROPERTY, PLANT AND EQUIPMENT | ||||||||
| Oil and gas | ||||||||
| Chemical | ||||||||
| Midstream and marketing | ||||||||
| Corporate | ||||||||
| Property, plant and equipment, gross | ||||||||
| Accumulated depreciation, depletion and amortization | ( | ( | ||||||
| Total property, plant and equipment, net | ||||||||
| OPERATING LEASE ASSETS | ||||||||
| OTHER LONG-TERM ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| The accompanying notes are an integral part of these Consolidated Condensed Financial Statements. | ||||||||
2
| Consolidated Condensed Balance Sheets | Occidental Petroleum Corporation and Subsidiaries | ||||
| millions, except share and per-share amounts | March 31, 2025 | December 31, 2024 | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Current maturities of long-term debt | $ | $ | ||||||
| Current operating lease liabilities | ||||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM DEBT, NET | ||||||||
| DEFERRED CREDITS AND OTHER LIABILITIES | ||||||||
| Deferred income taxes, net | ||||||||
| Asset retirement obligations | ||||||||
| Other liabilities | ||||||||
| Total deferred credits and other liabilities | ||||||||
| EQUITY | ||||||||
Preferred stock, at $ | ||||||||
Common stock, at $ | ||||||||
Treasury stock: 2025 — | ( | ( | ||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders' equity | ||||||||
| Noncontrolling interest | ||||||||
| Total equity | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
3
| Consolidated Condensed Statements of Operations | Occidental Petroleum Corporation and Subsidiaries | ||||
| Three months ended March 31, | ||||||||
| millions, except per-share amounts | 2025 | 2024 | ||||||
| REVENUES AND OTHER INCOME | ||||||||
| Net sales | $ | $ | ||||||
| Interest, dividends and other income | ||||||||
| Losses on sales of assets and other, net | ( | ( | ||||||
| Total | ||||||||
| COSTS AND OTHER DEDUCTIONS | ||||||||
| Oil and gas lease operating expense | ||||||||
| Transportation and gathering expense | ||||||||
| Chemical and midstream cost of sales | ||||||||
| Selling, general and administrative expense | ||||||||
| Other operating and non-operating expense | ||||||||
| Taxes other than on income | ||||||||
| Depreciation, depletion and amortization | ||||||||
| Acquisition-related costs | ||||||||
| Exploration expense | ||||||||
| Interest and debt expense, net | ||||||||
| Total | ||||||||
| Income before income taxes and other items | ||||||||
| OTHER ITEMS | ||||||||
| Income from equity investments and other | ||||||||
| Total | ||||||||
| Income from continuing operations before income taxes | ||||||||
| Income tax expense | ( | ( | ||||||
| Income from continuing operations | ||||||||
| Discontinued operations, net of taxes | ||||||||
| NET INCOME | ||||||||
| Less: Net income attributable to noncontrolling interest | ( | |||||||
| Less: Preferred stock dividends | ( | ( | ||||||
| NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | $ | ||||||
| PER COMMON SHARE | ||||||||
| Income from continuing operations—basic | $ | $ | ||||||
| Discontinued operations—basic | ||||||||
| Net income attributable to common stockholders—basic | $ | $ | ||||||
| Income from continuing operations—diluted | $ | $ | ||||||
| Discontinued operations—diluted | ||||||||
| Net income attributable to common stockholders—diluted | $ | $ | ||||||
| The accompanying notes are an integral part of these Consolidated Condensed Financial Statements. | ||||||||
4
| Consolidated Condensed Statements of Comprehensive Income | Occidental Petroleum Corporation and Subsidiaries | ||||
| Three months ended March 31, | ||||||||
| millions | 2025 | 2024 | ||||||
| Net income | $ | $ | ||||||
| Other comprehensive income (loss) items: | ||||||||
| Gains (losses) on derivatives | ( | |||||||
| Pension and postretirement losses | ( | ( | ||||||
| Other | ( | |||||||
| Other comprehensive income (loss), net of tax | ( | |||||||
| Comprehensive income | ||||||||
| Less: Comprehensive income attributable to noncontrolling interest | ( | |||||||
| Comprehensive income attributable to preferred and common stockholders | $ | $ | ||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
5
| Consolidated Condensed Statements of Equity | Occidental Petroleum Corporation and Subsidiaries | ||||
| Equity Attributable to Common Stock | ||||||||||||||||||||||||||
| millions, except per-share amounts | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Non-controlling Interests | Total Equity | ||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | ||||||||||||||||||||
Dividends on common stock, $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
Dividends on preferred stock, $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Shareholder warrants exercised | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of common stock and other, net of cancellations | — | — | ( | — | — | — | ( | |||||||||||||||||||
| Noncontrolling interest contributions, net | — | — | — | — | — | — | ||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| Equity Attributable to Common Stock | ||||||||||||||||||||||||||
| millions, except per-share amounts | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total Equity | ||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
Dividends on common stock, $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
Dividends on preferred stock, $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Shareholder warrants exercised | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of common stock and other, net of cancellations | — | — | — | — | — | |||||||||||||||||||||
| Noncontrolling interest contributions, net | — | — | — | — | — | — | ||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
6
| Consolidated Condensed Statements of Cash Flows | Occidental Petroleum Corporation and Subsidiaries | ||||
| Three months ended March 31, | ||||||||
| millions | 2025 | 2024 | ||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Discontinued operations, net | ( | |||||||
| Depreciation, depletion and amortization of assets | ||||||||
| Deferred income tax benefit | ( | ( | ||||||
| Other noncash charges to income | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in trade receivables | ( | ( | ||||||
| Increase in inventories | ( | ( | ||||||
| (Increase) decrease in other current assets | ( | |||||||
| Decrease in accounts payable and accrued liabilities | ( | ( | ||||||
| Increase in current domestic and foreign income taxes | ||||||||
| Net cash provided by operating activities | ||||||||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
| Capital expenditures | ( | ( | ||||||
| Change in capital accrual | ||||||||
| Purchases of assets, businesses and equity investments, net | ( | ( | ||||||
| Proceeds from sales of assets and equity investments, net | ||||||||
| Equity investments and other, net | ( | ( | ||||||
| Net cash used by investing activities | ( | ( | ||||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Payments of long-term debt, net | ( | |||||||
| Proceeds from issuance of common stock | ||||||||
| Cash dividends paid on common and preferred stock | ( | ( | ||||||
| Contributions from noncontrolling interest | ||||||||
| Other financing, net | ( | ( | ||||||
| Net cash used by financing activities | ( | ( | ||||||
| Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | ( | |||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents — beginning of period | ||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents — end of period | $ | $ | ||||||
| The accompanying notes are an integral part of these Consolidated Condensed Financial Statements. | ||||||||
7
| Notes to Consolidated Condensed Financial Statements | Occidental 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
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:
| millions | 2025 | 2024 | ||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash and restricted cash equivalents included in other current assets | ||||||||
| Restricted cash and restricted cash equivalents included in other long-term assets | ||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents | $ | $ | ||||||
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:
| millions | 2025 | 2024 | ||||||
| Income tax payments | $ | $ | ||||||
Interest paid (a) | $ | $ | ||||||
(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
8
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.
| NOTE 2 - REVENUE | ||
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, | ||||||||
| millions | 2025 | 2024 | ||||||
| Revenue from customers | $ | $ | ||||||
All other revenues (a) | ( | ( | ||||||
| Net sales | $ | $ | ||||||
(a) Includes other net revenues from the midstream and marketing segment and chemical segment.
9
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:
| millions | United States | International | Eliminations | Total | ||||||||||
| Three months ended March 31, 2025 | ||||||||||||||
| Oil and gas | ||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||
| NGL | ||||||||||||||
| Gas | ||||||||||||||
| Other | ||||||||||||||
| Segment total | $ | $ | $ | $ | ||||||||||
| Chemical | $ | $ | $ | $ | ||||||||||
| Midstream and marketing | $ | $ | $ | $ | ||||||||||
| Eliminations | $ | $ | $ | ( | $ | ( | ||||||||
| Consolidated | $ | $ | $ | ( | $ | |||||||||
| millions | United States | International | Eliminations | Total | ||||||||||
| Three months ended March 31, 2024 | ||||||||||||||
| Oil and gas | ||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||
| NGL | ||||||||||||||
| Gas | ||||||||||||||
| Other | ||||||||||||||
| Segment total | $ | $ | $ | $ | ||||||||||
| Chemical | $ | $ | $ | $ | ||||||||||
| Midstream and marketing | $ | $ | $ | $ | ||||||||||
| Eliminations | $ | $ | $ | ( | $ | ( | ||||||||
| Consolidated | $ | $ | $ | ( | $ | |||||||||
| 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:
| millions | March 31, 2025 | December 31, 2024 | ||||||
| Raw materials | $ | $ | ||||||
| Materials and supplies | ||||||||
| Commodity inventory and finished goods | ||||||||
| Revaluation to LIFO | ( | ( | ||||||
Total | $ | $ | ||||||
10
| NOTE 4 - LONG-TERM DEBT | ||
As of March 31, 2025 and December 31, 2024, Occidental’s debt consisted of the following:
| millions | March 31, 2025 | December 31, 2024 | ||||||
| $ | $ | |||||||
-year term loan due 2026 ( | ||||||||
Variable rate bonds due 2030 ( | ||||||||
| Zero Coupon senior notes due 2036 | ||||||||
| (continued on next page) | ||||||||
11
| millions (continued) | March 31, 2025 | December 31, 2024 | ||||||
| Total borrowings at face value | $ | $ | ||||||
The following table summarizes Occidental's outstanding debt, including finance lease liabilities:
| millions | March 31, 2025 | December 31, 2024 | ||||||
| Total borrowings at face value | $ | $ | ||||||
| Adjustments to book value: | ||||||||
| Unamortized premium, net | ||||||||
| Debt issuance costs | ( | ( | ||||||
| Net book value of debt | $ | $ | ||||||
| Long-term finance leases | ||||||||
| Current finance leases | ||||||||
| Total debt and finance leases | $ | $ | ||||||
| Less: current finance leases | ( | ( | ||||||
| Less: current maturities of long-term debt | ( | ( | ||||||
| Long-term debt, net | $ | $ | ||||||
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.
12
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 | $ | |||||||
| Net income attributable to common stockholders | $ | |||||||
| Net income attributable to common stockholders per share—basic | $ | |||||||
| Net income attributable to common stockholders per share—diluted | $ | |||||||
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, 2025 | December 31, 2024 | ||||||
| Oil commodity contracts | ||||||||
| Volume (MMbbl) | ( | ( | ||||||
| Natural gas commodity contracts | ||||||||
| Volume (Bcf) | ( | ( | ||||||
13
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:
| millions | Fair Value Measurements Using | Netting (a) | Total Fair Value | ||||||||||||||
| Balance Sheet Classifications | Level 1 | Level 2 | Level 3 | ||||||||||||||
| March 31, 2025 | |||||||||||||||||
| Marketing Derivatives | |||||||||||||||||
| Other current assets | $ | $ | $ | $ | ( | $ | |||||||||||
| Other long-term assets | |||||||||||||||||
| Accrued liabilities | ( | ( | ( | ||||||||||||||
| Deferred credits and other liabilities - other | ( | ||||||||||||||||
| December 31, 2024 | |||||||||||||||||
| Marketing Derivatives | |||||||||||||||||
| Other current assets | $ | $ | $ | $ | ( | $ | |||||||||||
| Other long-term assets | ( | ||||||||||||||||
| Accrued liabilities | ( | ( | ( | ||||||||||||||
| Deferred credits and other liabilities - other | ( | ( | |||||||||||||||
(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.
| millions | Three months ended March 31, | |||||||
| Income Statement Classification | 2025 | 2024 | ||||||
| Marketing Derivatives (included in Net sales) | $ | ( | $ | ( | ||||
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.
14
| NOTE 7 - INCOME TAXES | ||
The following table summarizes components of income tax benefit (expense):
| Three months ended March 31, | ||||||||
| millions | 2025 | 2024 | ||||||
| Income before income taxes | $ | $ | ||||||
| Current | ||||||||
| Federal | ( | ( | ||||||
| State and Local | ( | ( | ||||||
| Foreign | ( | ( | ||||||
| Total current tax expense | $ | ( | $ | ( | ||||
| Deferred | ||||||||
| Federal | ||||||||
| State and Local | ||||||||
| Foreign | ( | |||||||
| Total deferred tax benefit | $ | $ | ||||||
| Total income tax expense | $ | ( | $ | ( | ||||
| Income from continuing operations | $ | $ | ||||||
| Worldwide effective tax rate | % | |||||||
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.
15
| 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 sites | Number of Sites | Remediation Balance | ||||||
| NPL Sites | $ | |||||||
| Third-Party Sites | ||||||||
| Currently Operated Sites | ||||||||
| Closed or Non-Operated Sites | ||||||||
| Total | $ | |||||||
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
16
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.
17
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.
18
| 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 amounts | 2025 | 2024 | ||||||
| Income from continuing operations | $ | $ | ||||||
Discontinued operations, net of taxes (a) | ||||||||
| Net income | $ | $ | ||||||
| Less: Income attributable to noncontrolling interest | ( | |||||||
| Less: Preferred stock dividends | ( | ( | ||||||
| Net income attributable to common stock | $ | $ | ||||||
| Less: Net income allocated to participating securities | ( | ( | ||||||
| Net income, net of participating securities | $ | $ | ||||||
| Weighted-average number of basic shares | ||||||||
| Basic income per common share | $ | $ | ||||||
| Net income attributable to common stock | $ | $ | ||||||
| Less: Net income allocated to participating securities | ( | ( | ||||||
| Net income, net of participating securities | $ | $ | ||||||
| Weighted-average number of basic shares | ||||||||
| Dilutive securities | ||||||||
| Dilutive effect of potentially dilutive securities | ||||||||
| Diluted income per common share | $ | $ | ||||||
(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
The following table presents Occidental's common share activity, including exercises of warrants, and other transactions in Occidental's common stock in 2025:
| Period | Exercise of Warrants (a) | Other (b) | Common Stock Outstanding | ||||||||
| December 31, 2024 | |||||||||||
| First Quarter 2025 | |||||||||||
| Total | |||||||||||
(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).
19
| NOTE 11 - SEGMENTS | ||
Occidental conducts its operations through three
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
The following table reconciles segment income from continuing operations before taxes to net income attributable to common shares:
| Three months ended | ||||||||
| millions | March 31, 2025 | March 31, 2024 | ||||||
| Segment income from continuing operations before taxes | ||||||||
| Oil and gas segment | $ | $ | ||||||
| Chemical segment | ||||||||
| Midstream and marketing segment | ( | ( | ||||||
| Corporate and eliminations | ( | ( | ||||||
| Interest and debt expense, net | ( | ( | ||||||
Income from continuing operations before income taxes | $ | $ | ||||||
Income tax expense | ( | ( | ||||||
Income from continuing operations | $ | $ | ||||||
| Discontinued operations, net of tax | ||||||||
| Net income | $ | $ | ||||||
| Less: Net income attributable to noncontrolling interest | ( | |||||||
| Less: Preferred stock dividends | ( | ( | ||||||
| Net income attributable to common stockholders | $ | $ | ||||||
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.
20
OIL AND GAS SEGMENT
| Three months ended | ||||||||
| millions | March 31, 2025 | March 31, 2024 | ||||||
| Revenues and other income | ||||||||
| Net sales | $ | $ | ||||||
| Gains (losses) on sale of assets and other, net | ( | |||||||
| Total | $ | $ | ||||||
| Significant segment expenses | ||||||||
Oil and gas lease operating expense | ||||||||
| Transportation and gathering expense | ||||||||
| Other operating and non-operating expense | ||||||||
| Taxes other than on income | ||||||||
| Depreciation, depletion and amortization | ||||||||
Other segment expenses (a) | ||||||||
| Total | $ | $ | ||||||
| Segment income before other items | $ | $ | ||||||
| Losses from equity investments and other | ( | |||||||
| Segment income from continuing operations before taxes | $ | $ | ||||||
(a) Other segment expenses include selling, general and administrative expense and exploration expense.
CHEMICAL SEGMENT
| Three months ended | ||||||||
| millions | March 31, 2025 | March 31, 2024 | ||||||
| Revenues and other income | ||||||||
| Net sales | $ | $ | ||||||
| Gains on sale of assets and other income, net | ||||||||
| Total | $ | $ | ||||||
| Significant segment expenses | ||||||||
| Cost of sales | ||||||||
| Depreciation, depletion and amortization | ||||||||
Other segment expenses (a) | ||||||||
| Total | $ | $ | ||||||
| Segment income before other items | $ | $ | ||||||
Income from equity investments and other | ||||||||
| Segment income from continuing operations before taxes | $ | $ | ||||||
(a) Other segment expenses include other operating and non-operating expense and selling, general and administrative expense.
21
MIDSTREAM AND MARKETING SEGMENT
| Three months ended | ||||||||
| millions | March 31, 2025 | March 31, 2024 | ||||||
| Revenues and other income | ||||||||
| Net sales | $ | $ | ||||||
| Gains on sale of assets and other income, net | ||||||||
| Total | $ | $ | ||||||
| Significant segment expenses | ||||||||
| Cost of sales | ||||||||
| Other operating and non-operating expense | ||||||||
| Depreciation, depletion and amortization | ||||||||
Other segment expenses (a) | ||||||||
| Total | $ | $ | ||||||
| Segment losses before other items | $ | ( | $ | ( | ||||
Income from equity investments and other | ||||||||
| Segment losses from continuing operations before taxes | $ | ( | $ | ( | ||||
(a) Other segment expenses include transportation expense, taxes other than on income, and selling, general and administrative expense.
SEGMENT INVESTMENTS AND EXPENDITURES
| millions | Oil and gas | Chemical | Midstream and marketing | Corporate and eliminations | Total | ||||||||||||
| March 31, 2025 | |||||||||||||||||
| PP&E Additions | $ | $ | $ | $ | $ | ||||||||||||
| Investments in unconsolidated entities | $ | $ | $ | $ | $ | ||||||||||||
| Total Assets | $ | $ | $ | $ | $ | ||||||||||||
| March 31, 2024 | |||||||||||||||||
| PP&E Additions | $ | $ | $ | $ | $ | ||||||||||||
| Investments in unconsolidated entities | $ | $ | $ | $ | $ | ||||||||||||
| Total Assets | $ | $ | $ | $ | $ | ||||||||||||
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 Occidental's 2024 Form 10-K; and the information set forth in Risk Factors under Part I, Item 1A of the 2024 Form 10-K.
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | ||
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," “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, Occidental does not undertake any obligation to update, modify or withdraw any forward-looking statements 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 Occidental's sustainability efforts and aspirations are not an indication that these statements are necessarily material to investors or require disclosure in Occidental'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; Occidental’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental’s ability to successfully monetize select assets and repay or refinance debt and the impact of changes in Occidental’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, Occidental’s products and services; actions by OPEC and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of Occidental'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; 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 Occidental's ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; Occidental'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; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development projects or acquisitions; Occidental’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental’s competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental’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; health, safety and environmental (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; Occidental's ability to recognize intended benefits from its business strategies and initiatives, such as Occidental's low-carbon ventures businesses or announced greenhouse gas 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 manufacturing 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 Occidental's counterparties, including financial institutions, operating partners and other parties; failure of risk management; Occidental’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of Occidental’s operations; changes in state, federal or international tax rates, deductions, incentives or credits; and actions by third parties that are beyond Occidental's control.
Additional information concerning these and other factors that may cause Occidental’s results of operations and financial position to differ from expectations can be found in Occidental’s other filings with the SEC, including Occidental’s 2024 Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
23
| CURRENT BUSINESS OUTLOOK | ||
Occidental’s operations, financial condition, cash flows and levels of expenditures are highly dependent on oil prices and, to a lesser extent, NGL and natural gas prices, the Midland-to-Gulf-Coast oil spreads, chemical product prices and inflationary pressures in the macro-economic environment. The average WTI price per barrel for the three months ended March 31, 2025 was $71.42, compared to $70.27 for the three months ended December 31, 2024 and $76.96 for the three months ended March 31, 2024.
Changes in oil prices could result in adjustments to capital investment levels and allocation, which impact production volumes. Oil prices may remain volatile due to geopolitical risks, the evolving macro-economic environment's impact on energy demand, future actions by OPEC and other oil producing countries, and recent tariff actions.
In April 2025, President Trump announced a sweeping tariff policy that imposes a 10% baseline tariff on the majority of imports, with significantly higher reciprocal rates for certain nations. The most significant reciprocal rates have been paused for 90 days as negotiations of trade agreements are currently in progress.
Given the ongoing negotiations, Occidental is not able to assess the impact of any final trade agreements or implemented tariffs on its businesses. However, the implementation of these tariffs could have several implications for Occidental's business operations and financial performance as tariffs may be levied on the Company's suppliers which in turn may increase costs. In addition, OxyChem imports and exports certain products which could be subject to tariffs. Occidental is monitoring the ongoing trade developments with the Company's supply chain team to assess the impact of any applicable tariffs.
STRATEGIC PRIORITIES
Occidental is focused on delivering a unique shareholder value proposition with its portfolio of oil and gas, chemical and midstream and marketing assets as well as its ongoing development of carbon management and storage solutions and GHG emissions reduction efforts. Occidental conducts its operations with a priority on technical expertise, HSE, sustainability and social responsibility. In order to maximize shareholder returns, Occidental will:
■Maintain production base to preserve asset base integrity and longevity;
■Deliver a sustainable and growing dividend;
■Prioritize excess cash flow and proceeds from asset divestitures for deleveraging until principal debt is below $15 billion;
■Enhance its asset base with investments in its cash-generative oil and gas and chemical businesses; and
■Advance technologies and decarbonization solutions to develop sustainable low-carbon businesses.
DEBT
As of March 31, 2025, Occidental’s long-term 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 Occidental'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 storage activities; and environmental remediation matters.
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. For information on Occidental's debt activity, see Note 4 - 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, 2025, approximately 89% of Occidental's outstanding debt was fixed rate.
WARRANT EXERCISE
On March 3, 2025, Occidental announced an offer to exercise its outstanding publicly traded warrants 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 in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.
24
| CONSOLIDATED RESULTS OF OPERATIONS AND ITEMS AFFECTING COMPARABILITY | ||
The following table sets forth earnings of each operating segment and corporate items:
| Three months ended | |||||||||||
| millions | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||||
| Net income | |||||||||||
Oil and gas (a) | $ | 1,697 | $ | 1,172 | $ | 1,238 | |||||
Chemical (a) | 185 | 270 | 254 | ||||||||
Midstream and marketing (a) | (77) | (134) | (33) | ||||||||
| Total | 1,805 | 1,308 | 1,459 | ||||||||
Unallocated Corporate Items (a) | |||||||||||
| Interest expense, net | (318) | (327) | (284) | ||||||||
| Income tax (expense) benefit | (387) | 49 | (304) | ||||||||
| Corporate and other items, net | (155) | (1,150) | (165) | ||||||||
| Income (loss) from continuing operations | $ | 945 | $ | (120) | $ | 706 | |||||
| Discontinued operations, net of taxes | — | — | 182 | ||||||||
| Net income (loss) | $ | 945 | $ | (120) | $ | 888 | |||||
| Less: Net income attributable to noncontrolling interest | (9) | (7) | — | ||||||||
| Less: Preferred stock dividends | (170) | (170) | (170) | ||||||||
| Net income (loss) attributable to common stockholders | $ | 766 | $ | (297) | $ | 718 | |||||
| Net income (loss) per share attributable to common stockholders - diluted | $ | 0.77 | $ | (0.32) | $ | 0.75 | |||||
(a) Refer to the Items Affecting Comparability table which sets forth items affecting Occidental's earnings that vary widely and unpredictably in nature, timing and amount.
25
ITEMS AFFECTING COMPARABILITY
The following table sets forth items affecting the comparability of Occidental's earnings that vary widely and unpredictably in nature, timing and amount:
| Three months ended | |||||||||||
| millions | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||||
| Oil and gas | |||||||||||
| Losses on sales of assets and other, net | $ | — | $ | (13) | $ | — | |||||
| Asset impairments | — | (334) | — | ||||||||
| Legal settlements | — | — | (44) | ||||||||
| Total oil and gas | — | (347) | (44) | ||||||||
| Chemical | |||||||||||
| Legal settlements | (30) | (10) | (6) | ||||||||
| Total chemical | (30) | (10) | (6) | ||||||||
| Midstream and marketing | |||||||||||
Gains on sales of assets and other, net (a) | — | — | 122 | ||||||||
Derivative losses, net (b) | (84) | (88) | (91) | ||||||||
| Total midstream and marketing | (84) | (88) | 31 | ||||||||
| Corporate | |||||||||||
Acquisition-related costs and others (c) | (6) | (9) | (56) | ||||||||
| Gains on sales of assets and other, net | — | 48 | — | ||||||||
| Passaic environmental reserve | — | (925) | — | ||||||||
| Environmental receivable valuation allowance adjustment | — | (84) | — | ||||||||
| Total corporate | (6) | (970) | (56) | ||||||||
| State tax rate revaluation | — | 10 | — | ||||||||
| Income tax impact on items affecting comparability | 26 | 316 | 7 | ||||||||
| Loss | (94) | (1,089) | (68) | ||||||||
| Discontinued operations, net of taxes | — | — | 182 | ||||||||
| Total | $ | (94) | $ | (1,089) | $ | 114 | |||||
(a) Included amounts from gains (losses) on sales of assets and other, net and income from equity investments and other in the Consolidated Condensed Statement of Operations.
(b) Included amounts from income from equity investments and other in the Consolidated Condensed Statement of Operations.
(c) The three months ended March 31, 2024 included $44 million of financing costs related to the CrownRock Acquisition. The remaining amounts for each period are related to CrownRock transaction costs.
Q1 2025 compared to Q4 2024
Excluding the impact of items affecting comparability, net income for the three months ended March 31, 2025, compared to the three months ended December 31, 2024, increased, driven by higher domestic prices across all products in the oil and gas segment, partially offset by lower sales volumes in the oil and gas segment and lower realized caustic soda and polyvinyl chloride prices along with higher ethylene and natural gas costs in the chemical segment.
Q1 2025 compared to Q1 2024
Excluding the impact of items affecting comparability, net income for the three months ended March 31, 2025, compared to the same period in 2024, increased, driven by higher sales volumes and higher domestic gas and NGL prices in the oil and gas segment, partially offset by lower oil prices in the oil and gas segment and higher ethylene and natural gas prices in the chemical segment.
26
SELECTED STATEMENTS OF OPERATIONS ITEMS
Q1 2025 compared to Q4 2024
Net sales of $6.8 billion for the three months ended March 31, 2025 remained consistent, compared to $6.8 billion for the three months ended December 31, 2024, as the effect of higher commodity prices was offset by lower sales volumes across all products in the oil and gas segment.
Income tax expense increased to $387 million for the three months ended March 31, 2025, compared to a tax benefit of $49 million primarily resulting from the Passaic environmental reserve adjustment for the three months ended December 31, 2024.
Q1 2025 compared to Q1 2024
Net sales of $6.8 billion increased for the three months ended March 31, 2025, compared to $6.0 billion for the same period in 2024, primarily due to higher volumes across all products and higher domestic natural gas prices, partially offset by lower oil prices in the oil and gas segment.
Depreciation, depletion and amortization of $1.9 billion increased for the three months ended March 31, 2025, compared to $1.7 billion for the same period in 2024, primarily related to increased sales volumes in the Permian Basin from the CrownRock Acquisition.
| SEGMENT RESULTS OF OPERATIONS | ||
SEGMENT RESULTS OF OPERATIONS
Occidental’s principal businesses consist of three reporting segments: oil and gas, chemical and midstream and marketing. The oil and gas segment explores for, develops and produces oil and condensate, NGL and natural gas. The chemical segment is operated by our subsidiary OxyChem, which mainly manufactures and markets basic chemicals and vinyls. 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 Occidental's low-carbon ventures businesses. Occidental's low-carbon ventures businesses seek to leverage Occidental’s legacy of carbon management experience to develop carbon capture, utilization and storage projects, including the commercialization of direct air capture technology, invest in other low-carbon technologies intended to reduce greenhouse gas emissions from Occidental's operations and strategically partner with other industries to help reduce their emissions.
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:
| Three months ended | |||||||||||
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |||||||||
| Sales Volumes per Day | |||||||||||
| Oil (Mbbl) | |||||||||||
| United States | 601 | 634 | 487 | ||||||||
| International | 104 | 102 | 109 | ||||||||
| NGL (Mbbl) | |||||||||||
| United States | 273 | 310 | 242 | ||||||||
| International | 39 | 39 | 38 | ||||||||
| Natural Gas (MMcf) | |||||||||||
| United States | 1,756 | 1,732 | 1,284 | ||||||||
| International | 488 | 534 | 511 | ||||||||
Total Sales Volumes (Mboe) (a) | 1,391 | 1,463 | 1,175 | ||||||||
(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.
27
The following table presents information about Occidental's average realized prices and index prices:
| Three months ended | |||||||||||
| March 31, 2025 | December 31, 2024 | March 31, 2024 | |||||||||
| Average Realized Prices | |||||||||||
| Oil ($/Bbl) | |||||||||||
| United States | $ | 70.80 | $ | 69.27 | $ | 75.54 | |||||
| International | $ | 72.59 | $ | 72.55 | $ | 78.29 | |||||
| Total Worldwide | $ | 71.07 | $ | 69.73 | $ | 76.04 | |||||
| NGL ($/Bbl) | |||||||||||
| United States | $ | 25.67 | $ | 21.14 | $ | 21.17 | |||||
| International | $ | 27.85 | $ | 27.11 | $ | 28.33 | |||||
| Total Worldwide | $ | 25.94 | $ | 21.80 | $ | 22.14 | |||||
| Natural Gas ($/Mcf) | |||||||||||
| United States | $ | 2.42 | $ | 1.26 | $ | 1.61 | |||||
| International | $ | 1.90 | $ | 1.88 | $ | 1.87 | |||||
| Total Worldwide | $ | 2.30 | $ | 1.41 | $ | 1.68 | |||||
| Average Index Prices | |||||||||||
| WTI oil ($/Bbl) | $ | 71.42 | $ | 70.27 | $ | 76.96 | |||||
| Brent oil ($/Bbl) | $ | 74.89 | $ | 73.97 | $ | 81.83 | |||||
| NYMEX gas ($/Mcf) | $ | 3.62 | $ | 2.66 | $ | 2.35 | |||||
| Average Realized Prices as Percentage of Average Index Prices | |||||||||||
| Worldwide oil as a percentage of average WTI | 100 | % | 99 | % | 99 | % | |||||
| Worldwide oil as a percentage of average Brent | 95 | % | 94 | % | 93 | % | |||||
| Worldwide NGL as a percentage of average WTI | 36 | % | 31 | % | 29 | % | |||||
| Domestic natural gas as a percentage of average NYMEX | 67 | % | 47 | % | 68 | % | |||||
Q1 2025 compared to Q4 2024
Oil and gas segment earnings were $1.7 billion for the three months ended March 31, 2025, compared with segment earnings of $1.2 billion for the three months ended December 31, 2024. Excluding the impact of items affecting comparability, oil and gas segment earnings increased due to higher domestic prices across all products and higher other revenues, partially offset by lower sales volumes.
Average daily sales volumes decreased for the three months ended March 31, 2025, compared to the three months ended December 31, 2024, primarily due to ethane rejection in the Rockies and delays due to weather and third-party facility disruptions in the Permian and maintenance in GOA.
Q1 2025 compared to Q1 2024
Oil and gas segment earnings were $1.7 billion for the three months ended March 31, 2025, compared to $1.2 billion for the three months ended March 31, 2024. Excluding the impact of items affecting comparability, oil and gas segment earnings increased primarily due to higher domestic sales volumes and natural gas and NGL prices, partially offset by lower domestic crude oil prices and higher depreciation expense from the CrownRock Acquisition.
Average daily sales volumes increased for the three months ended March 31, 2025, compared to the same period in 2024, mainly due to the CrownRock Acquisition.
28
The following table presents an analysis of the impacts of changes in average realized prices and sales volumes with regard to Occidental's domestic and international oil and gas revenue:
| Increase (Decrease) Related to | ||||||||||||||
| millions | Three months ended December 31, 2024 (b) | Price Realizations | Net Sales Volumes | Three months ended March 31, 2025 (b) | ||||||||||
| United States Revenue | ||||||||||||||
| Oil | $ | 4,040 | $ | 82 | $ | (292) | $ | 3,830 | ||||||
| NGL | 551 | 111 | (84) | 578 | ||||||||||
| Natural gas | 200 | 182 | (1) | 381 | ||||||||||
| Total | $ | 4,791 | $ | 375 | $ | (377) | $ | 4,789 | ||||||
| International Revenue | ||||||||||||||
Oil (a) | $ | 681 | $ | 1 | $ | (7) | $ | 675 | ||||||
| NGL | 97 | — | (1) | 96 | ||||||||||
| Natural gas | 92 | 2 | (10) | 84 | ||||||||||
| Total | $ | 870 | $ | 3 | $ | (18) | $ | 855 | ||||||
| Increase (Decrease) Related to | ||||||||||||||
| millions | Three months ended March 31, 2024 (b) | Price Realizations | Net Sales Volumes | Three months ended March 31, 2025 (b) | ||||||||||
| United States Revenue | ||||||||||||||
| Oil | $ | 3,349 | $ | (273) | $ | 754 | $ | 3,830 | ||||||
| NGL | 416 | 133 | 29 | 578 | ||||||||||
| Natural gas | 187 | 141 | 53 | 381 | ||||||||||
| Total | $ | 3,952 | $ | 1 | $ | 836 | $ | 4,789 | ||||||
| International Revenue | ||||||||||||||
Oil (a) | $ | 772 | $ | (49) | $ | (48) | $ | 675 | ||||||
| NGL | 99 | (1) | (2) | 96 | ||||||||||
| Natural gas | 87 | — | (3) | 84 | ||||||||||
| Total | $ | 958 | $ | (50) | $ | (53) | $ | 855 | ||||||
(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.
CHEMICAL SEGMENT
Q1 2025 compared to Q4 2024
Chemical segment earnings for the three months ended March 31, 2025 were $185 million, compared to $270 million for the three months ended December 31, 2024. Excluding items affecting comparability, the decrease was due primarily to lower realized caustic soda and polyvinyl chloride prices along with higher ethylene and natural gas costs.
Q1 2025 compared to Q1 2024
Chemical segment earnings for the three months ended March 31, 2025 were $185 million, compared to $254 million for the three months ended March 31, 2024. Excluding items affecting comparability, the decrease in first quarter results reflected lower prices across most product lines except caustic soda and higher ethylene and natural gas costs.
29
MIDSTREAM AND MARKETING SEGMENT
Q1 2025 compared to Q4 2024
Midstream and marketing segment losses for the three months ended March 31, 2025 were $77 million, compared to segment losses of $134 million for the three months ended December 31, 2024. 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 and higher sulfur prices at Al Hosn.
Q1 2025 compared to Q1 2024
Midstream and marketing segment losses for the three months ended March 31, 2025 were $77 million, compared to segment losses of $33 million for the three months ended March 31, 2024. Excluding the impact of items affecting comparability, the increase in midstream and marketing first quarter results reflected higher gas margins from transportation capacity optimization in the Permian and higher sulfur prices at Al Hosn, partially offset by lower margins related to the timing impact of crude sales.
| INCOME TAXES | ||
The following table sets forth the calculation of the worldwide effective tax rate for income:
| Three months ended | |||||||||||
| millions, except percentages | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||||
| Income (loss) before income taxes | $ | 1,332 | $ | (169) | $ | 1,010 | |||||
| Income tax (expense) benefit | |||||||||||
| Domestic - federal and state | (237) | 111 | (172) | ||||||||
| International | (150) | (62) | (132) | ||||||||
| Total income tax (expense) benefit | (387) | 49 | (304) | ||||||||
| Income (loss) from continuing operations | $ | 945 | $ | (120) | $ | 706 | |||||
| Worldwide effective tax rate | 29 | % | 29 | % | 30 | % | |||||
Occidental estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which Occidental operates, adjusted for certain discrete items. Each quarter, Occidental 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. Occidental’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 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
For more information on the potential impacts to Occidental related to the IRA and Pillar Two initiative, see Note 7 - Income Taxes.
| LIQUIDITY AND CAPITAL RESOURCES | ||
SOURCES AND USES OF CASH
As of March 31, 2025, Occidental's sources of liquidity included $2.6 billion of cash and cash equivalents, $4.15 billion of borrowing capacity under its RCF, and $600 million of available borrowing capacity on its receivables securitization facility. In February 2024, Occidental entered into a Third Amended and Restated Credit Agreement for the RCF extending the maturity date to June 30, 2028, and in May 2024, Occidental amended the RCF to increase its borrowing capacity by an additional $150 million to $4.15 billion. In July 2024, Occidental amended and extended the maturity date of its existing receivables securitization facility to July 30, 2027, maintaining $600 million of available borrowing capacity. There were no borrowings outstanding on Occidental's RCF or receivables securitization facility as of March 31, 2025.
30
Operating Cash Flows
Operating cash flow from continuing operations was $2.1 billion for the three months ended March 31, 2025, compared to $2.0 billion for the three months ended March 31, 2024. The increase in operating cash flow from continuing operations, compared to the same period in 2024, was primarily due to higher sales volumes, including volumes from the CrownRock Acquisition and GOA, offset primarily by higher use of working capital due to timing of federal tax payments and other current payables.
Investing Cash Flows
Occidental’s net cash used by investing activities was $0.7 billion for the three months ended March 31, 2025, compared to $1.8 billion for the three months ended March 31, 2024. Investing activities included $1.3 billion in divestitures of non-core oil and gas assets. See Note 5 - Acquisitions and Divestitures in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information.
Capital expenditures, of which the majority were for the oil and gas segment, were $1.9 billion for the three months ended March 31, 2025, compared to $1.8 billion for the three months ended March 31, 2024.
Financing Cash Flows
Occidental’s net cash used by financing activities was $0.9 billion for the three months ended March 31, 2025, which included payments of long-term debt of $0.5 billion and payments of common and preferred dividends of $0.4 billion. See Note 4 - Long-Term Debt in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.
Cash used in financing activities for the three months ended March 31, 2024 was $0.3 billion, which was primarily related to cash dividends.
Occidental’s Zero Coupons can be put to Occidental in October of each year, in whole or in part, for the then accreted value of the outstanding Zero Coupons. The Zero Coupons can next be put to Occidental in October 2025, which, if put in whole, would require a payment of approximately $381 million at such date. Occidental currently has the ability to meet this obligation and may use available capacity under the RCF and other committed facilities to satisfy the put should it be exercised.
As of the date of this filing, Occidental was in compliance with all covenants in its financing agreements. As of the date of this filing, Occidental has no debt maturities due in 2025, $2.9 billion in 2026, $1.5 billion in 2027 and $17.7 billion thereafter. Occidental currently expects its cash on hand, operating cash flows and funds available from the RCF and other committed facilities 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.
Occidental or its subsidiaries have provided financial assurances through a combination of cash, letters of credit and surety bonds. As of March 31, 2025, Occidental had not issued any letters of credit under the RCF or other committed facilities. For additional information, see Risk Factors in Part I, Item 1A of Occidental’s 2024 Form 10-K.
| 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. Occidental’s environmental compliance costs have generally increased over time and are expected to rise in the future. Occidental factors environmental expenditures for its operations as an integral part of its business planning process.
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; 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, natural resource damages, punitive damages, civil penalties, injunctive relief and government oversight costs.
See Note 8 - 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 2024 Form 10-K for additional information regarding Occidental’s environmental liabilities and expenditures.
31
| LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES | ||
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. Occidental has disclosed its reserve balances for environmental remediation matters and its estimated range of reasonably possible additional losses for such matters. See Note 8 - Environmental Liabilities and Expenditures and Note 9 - 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For the three months ended March 31, 2025, 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 2024 Form 10-K.
Item 4. Controls and Procedures
Occidental's President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer supervised and participated in Occidental'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 Occidental's disclosure controls and procedures were effective as of March 31, 2025.
There has been no change in Occidental’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, 2025 that has materially affected, or is reasonably likely to materially affect, Occidental’s internal control over financial reporting.
Part II Other Information
Item 1. Legal Proceedings
Occidental 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 information regarding legal proceedings, see Note 9 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes from the risk factors included under Part I, Item 1A of Occidental’s 2024 Form 10-K for the year ended December 31, 2024.
Item 5. Other Information
During the three months ended March 31, 2025, no director or Section 16 officer of Occidental adopted terminated
32
Item 6. Exhibits
| 31.1* | |||||
| 31.2* | |||||
| 32.1** | |||||
| 101.INS* | Inline XBRL Instance Document. | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
* Filed herewith.
** Furnished herewith.
33
| SIGNATURES | ||
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.
| OCCIDENTAL PETROLEUM CORPORATION | ||||||||
| May 7, 2025 | /s/ Christopher O. Champion | |||||||
| Christopher O. Champion | ||||||||
| Vice President, Chief Accounting Officer and Controller | ||||||||
34