OCCIDENTAL PETROLEUM CORP /DE/

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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: Occidental’s ability to consummate the OxyChem Transaction; the possibility that any or all of the conditions to the OxyChem Transaction may not be satisfied or waived, including the failure to obtain the regulatory approvals required for the OxyChem Transaction on the terms expected or on the anticipated schedule or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement; the effect of the pendency of the OxyChem Transaction on our operating results and business generally; that the OxyChem Transaction may not achieve some or all or any of the anticipated benefits, including using a majority of the after-tax sales proceeds for accelerated deleveraging, or be completed in accordance with expected plans and timelines; 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, exposure to which may be heightened following the completion of the OxyChem Transaction; 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 mon…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 dives…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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.

Current wording

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.

Previous wording

Occidental’s 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 September 30, 2025 was $64.93, comparedto $63.74 for the three months ended June 30, 2025 and $75.09 for the three months ended September 30, 2024.

Current wording

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, comparedto $59.14 for the three months ended December 31, 2025 and $71.42 for the three months ended March 31, 2025.

Previous wording

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 sanction and tariff actions.

Current wording

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.

Previous wording

Occidental is focused on delivering a unique shareholder value proposition with its portfolio of oil and gas assets as well as its ongoing development of carbon management and sequestration 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:

Current wording

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:

Previous wording

As of September 30, 2025, Occidental’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 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 sequestration activities; and environmental remediation matters.

Current wording

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.

Previous wording

As of September 30, 2025, approximately 94% of Occidental's outstanding debt was fixed rate.

Current wording

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

Previous wording

(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.

Current wording

(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.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Excluding the impact of items affecting comparability, net income for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, increased due to higher crude oil sales volumes worldwide and higher domestic oil prices in the oil and gas segment, partially offset by lower Waha-to-Gulf-Coast gas spreads in the midstream and marketing segment.

Current wording

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.

Previous wording

Net sales of $6.6 billion increased for the three months ended September 30, 2025, compared to $6.4 billion for the three months ended June 30, 2025, primarily due to higher domestic oil prices and higher sales volumes in the oil and gas segment, partially offset by lower Waha-to-Gulf-Coast gas spreads in the midstream and marketing segment.

Current wording

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.

Previous wording

Depreciation, depletion and amortization of $5.9 billion increased for the nine months ended September 30, 2025, compared to $5.4 billion for the same period in 2024, primarily due to a full nine months of production from the CrownRock assets.

Current wording

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.

Previous wording

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, CO 2 and power. It also optimizes its transportation and storage capacity and invests in entities that conduct similar activities such as WES.

Current wording

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, CO 2 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.

Previous wording

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

Current wording

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

Previous wording

Oil and gas segment earnings were $1.3 billion for the three months ended September 30, 2025, compared with segment earnings of $0.9 billion for the three months ended June 30, 2025. Excluding the impact of items affecting comparability, oil and gas segment earnings increased due to higher crude oil sales volumes worldwide and higher domestic oil prices.

Current wording

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.

Previous wording

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:

Current wording

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:

Previous wording

Midstream and marketing segment earnings for the nine months ended September 30, 2025 were $65 million, compared to segment earnings of $714 million for the nine months ended September 30, 2024. Excluding the impact of items affecting comparability, midstream and marketing results increased due to higher sulfur prices at Al Hosn, higher Waha-to-Gulf-Coast gas spreads, and lower long-haul crude transportation costs, partially offset by higher losses from equity method investees and higher expenses due to the increase in activities in the low-carbon ventures businesses.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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%.

Current wording

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.

Previous wording

As of September 30, 2025, Occidental's sources of liquidity included $2.2 billion of cash and cash equivalents and $4.15 billion of borrowing capacity under its RCF, which matures on June 30, 2028. Following the close of the OxyChem Transaction, which is anticipated to close in the fourth quarter of 2025, Occidental intends to use the majority of the after-tax proceeds of the sale to further reduce debt by approximately $6.5 billion. There were no borrowings outstanding on Occidental's RCF as of September 30, 2025.

Current wording

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.

Previous wording

Operating cash flow from continuing operations was $7.9 billion for the nine months ended September 30, 2025, compared to $8.2 billion for the nine months ended September 30, 2024. The decrease in operating cash flow from continuing operations, compared to the same period in 2024, was primarily due to higher income tax payments as certain tax payments related to 2024 were deferred into 2025 and higher interest payments due to the debt issued for the CrownRock Acquisition.

Current wording

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.

Previous wording

Capital expenditures, of which the majority were for the oil and gas segment, were $5.7 billion for the nine months ended September 30, 2025, compared to $5.2 billion for the nine months ended September 30, 2024.

Current wording

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.

Previous wording

Occidental’s net cash used by financing activities was $3.9 billion for the nine months ended September 30, 2025, which included payments of long-term debt of $3.6 billion and payments of common and preferred cash dividends of approximately $1.2 billion, partially offset by cash received of approximately $900 million related to warrant exercises. See Note 4 - Long-Term Debt in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.

Current wording

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.

Previous wording

Net cash provided by financing activities for the nine months ended September 30, 2024 was $5.0 billion, which included net proceeds from debt issuance of $9.6 billion and proceeds from the issuance of common stock of $571 million primarily related to warrant exercises, offset by payments of long-term debt of $4.0 billion and payments of common and preferred cash dividends of $1.1 billion.

Current wording

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.

Previous wording

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 remaining debt maturities due in 2025, $1.6 billion in 2026, $1.5 billion in 2027 and $17.7 billion thereafter. Occidental terminated its receivables securitization facility effective September 26, 2025. Occidental 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.

Current wording

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.

Previous wording

Occidental or its subsidiaries have provided financial assurances through a combination of cash, letters of credit and surety bonds. As of September 30, 2025, Occidental had no outstanding letters of credit under the RCF.

Current wording

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.

Previous wording

For additional information, see Risk Factors in Part I, Item 1A of Occidental’s 2024 Form 10-K and Part II, Item 1A Risk Factors below.

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.