Occidental repays $10.4B debt in nine months of 2026
Approximately $7.9 billion of net after-tax OxyChem proceeds and cash from operations funded $10.4 billion in debt repayments.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Occidental Petroleum (OXY) reported third-quarter 2026 net sales of $6.567 billion, compared with $5.519 billion a year earlier, and net income attributable to common stockholders of $1.637 billion, versus $661 million. For the first nine months, net sales were $19.862 billion, versus $16.481 billion, and net income attributable to common stockholders was $7.619 billion, versus $1.715 billion. Nine-month net income included $3.099 billion from discontinued operations.
The sale of OxyChem closed January 2, 2026, for an adjusted sales price of $9.5 billion, subject to additional post-closing adjustments, and resulted in an approximately $3.1 billion gain, net of taxes. Occidental repaid $10.4 billion of debt during the first nine months using approximately $7.9 billion of net after-tax sale proceeds and cash from operations; borrowings at face value were $9.983 billion as of September 30, 2026.
Third-quarter income attributable to common stockholders was $1.637 billion, compared with $2.807 billion in the second quarter. Excluding items affecting comparability, Occidental said the quarter-over-quarter decrease in net income primarily reflected lower realized crude oil prices and marketing margins, partly offset by higher realized domestic natural gas prices.
2 points · 1 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointDebt repayments totaled $10.444 billion in the first nine months of 2026. 19% of market cap
- Moderate pointNine-month net sales reached $19.862 billion, versus $16.481 billion in 2025.
Negative
- Moderate pointQ3 common-stockholder income fell to $1.637 billion from $2.807 billion in Q2.
Key Figures
Net sales: $6.567 billion
Net income attributable to common stockholders: $1.637 billion
Net sales: $19.862 billion
+5 more
8 metrics
Net sales
$6.567 billion
Three months ended September 30, 2026; $5.519 billion in 2025
Net income attributable to common stockholders
$1.637 billion
Three months ended September 30, 2026; $661 million in 2025
Net sales
$19.862 billion
Nine months ended September 30, 2026; $16.481 billion in 2025
Net income attributable to common stockholders
$7.619 billion
Nine months ended September 30, 2026; $1.715 billion in 2025
Net cash provided by operating activities
$9.224 billion
Nine months ended September 30, 2026; $7.898 billion in 2025
Debt repayments
$10.444 billion
Nine months ended September 30, 2026
OxyChem adjusted sales price
$9.5 billion
Sale completed January 2, 2026, subject to additional post-closing adjustments
Gain on OxyChem sale
Approximately $3.1 billion
Net of taxes
Key Terms
Discontinued operations, Net book value, Items affecting comparability, Variable Interest Entity
4 terms
Discontinued operations financial
"OxyChem is reported as discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
Net book value financial
"Net book value of debt"
Net book value is the value of an asset or a business shown on the balance sheet after subtracting accumulated depreciation, amortization and any write-downs from the asset’s original cost. Investors use it as a conservative, accounting-based estimate of what would remain if assets were sold or obligations settled — like the 'used' value on a car title — helping identify whether a stock appears cheap relative to the company's recorded assets.
Items affecting comparability financial
"Excluding the impact of items affecting comparability"
Variable Interest Entity financial
"which is classified as a Variable Interest Entity"
A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were OXY's third-quarter 2026 earnings and sales?
OXY reported third-quarter net sales of $6.567 billion and net income attributable to common stockholders of $1.637 billion. A year earlier, the corresponding figures were $5.519 billion and $661 million. Net income from continuing operations was $1.841 billion.
How much debt did OXY repay in the first nine months of 2026?
Occidental repaid $10.444 billion of debt in the nine months ended September 30, 2026. It used approximately $7.9 billion of net after-tax proceeds from the OxyChem sale and cash from operations. After September 30, it also repaid the remaining $33 million of Zero Coupon senior notes due 2036 before the report date.
What was the OxyChem sale price?
The sale closed January 2, 2026, for an adjusted sales price of $9.5 billion, subject to additional post-closing adjustments. The transaction resulted in an approximately $3.1 billion gain, net of taxes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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 September 30, 2026
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 October 31, 2026 | |||||||||||||
| Common Stock, $0.20 par value | ||||||||||||||
| TABLE OF CONTENTS | PAGE | |||||||
| Part I - Financial Information | ||||||||
Item 1. Financial Statements (unaudited) | ||||||||
Consolidated Condensed Balance Sheets — September 30, 2026 and December 31, 2025 | 2 | |||||||
Consolidated Condensed Statements of Operations — Three and nine months ended September 30, 2026 and 2025 | 3 | |||||||
Consolidated Condensed Statements of Comprehensive Income — Three and nine months ended September 30, 2026 and 2025 | 4 | |||||||
Consolidated Condensed Statements of Equity — Three and nine months ended September 30, 2026 and 2025 | 5 | |||||||
Consolidated Condensed Statements of Cash Flows — Nine months ended September 30, 2026 and 2025 | 7 | |||||||
Notes to Consolidated Condensed Financial Statements | ||||||||
Note 1—General | 8 | |||||||
Note 2—Revenue | 11 | |||||||
Note 3—Long-Term Debt | 13 | |||||||
Note 4—Acquisitions, Divestitures and Other Transactions | 16 | |||||||
Note 5—Derivatives | 17 | |||||||
Note 6—Income Taxes | 19 | |||||||
Note 7—Environmental Liabilities and Expenditures | 20 | |||||||
Note 8—Lawsuits, Claims, Commitments and Contingencies | 22 | |||||||
Note 9—Earnings Per Share and Equity | 24 | |||||||
Note 10—Segments | 25 | |||||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 28 | |||||||
Cautionary Statement Regarding Forward-Looking Statements | 28 | |||||||
Current Business Outlook | 29 | |||||||
Consolidated Results of Operations and Items Affecting Comparability | 30 | |||||||
Segment Results of Operations | 32 | |||||||
Income Taxes | 35 | |||||||
Liquidity and Capital Resources | 36 | |||||||
Environmental Liabilities and Expenditures | 37 | |||||||
Lawsuits, Claims, Commitments and Contingencies | 37 | |||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 37 | |||||||
Item 4. Controls and Procedures | 37 | |||||||
Part II - Other Information | ||||||||
Item 1. Legal Proceedings | 38 | |||||||
Item 1A. Risk Factors | 38 | |||||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 38 | |||||||
Item 5. Other Information | 38 | |||||||
Item 6. Exhibits | 39 | |||||||
DEFINED TERMS AND 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 | ||||
| Berkshire Hathaway | Berkshire Hathaway Inc. | ||||
| Berkshire Warrants | Stock warrants issued on August 8, 2019 to Berkshire Hathaway with a $59.59 strike price | ||||
| BlackRock | BlackRock Inc. | ||||
| Boe | barrels of oil equivalent | ||||
| CERCLA | Comprehensive Environmental Response, Compensation, and Liability Act | ||||
CO2 | carbon dioxide | ||||
| the Company | Occidental and/or one or more entities in which it owns a controlling interest (subsidiaries) | ||||
| Common Stock Warrants | Stock warrants issued to holders of Occidental common stock with a strike price of $22.00, listed on the NYSE under the symbol "OXY.WS" | ||||
| DASS | Diamond Alkali Superfund Site | ||||
| EPA | U.S. Environmental Protection Agency | ||||
| EPS | earnings per share | ||||
| GHG | greenhouse gas, primarily including carbon dioxide and methane | ||||
| HSE | health, safety and environmental | ||||
| 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 | noncontrolling interest | ||||
| NGL | natural gas liquids | ||||
| NPL | National Priorities List | ||||
| Occidental | Occidental Petroleum Corporation, a Delaware corporation | ||||
| OPEC | Organization of the Petroleum Exporting Countries | ||||
| OU | Operable Unit | ||||
| OxyChem | Occidental Chemical Corporation, a Texas corporation, and its consolidated subsidiaries | ||||
| OxyChem Transaction | the sale of all of the issued and outstanding equity interests in OxyChem to Berkshire Hathaway pursuant to a purchase and sale agreement dated October 1, 2025, which closed on January 2, 2026 | ||||
| RCF | revolving credit facility | ||||
| ROD | Record of Decision | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| Waha | natural gas trading hub in the Permian Basin | ||||
| WES | Western Midstream Partners, LP | ||||
| WES Operating | Western Midstream Operating, LP | ||||
| WTI | West Texas Intermediate | ||||
| 2025 Form 10-K | Occidental's Annual Report on Form 10-K for the year ended December 31, 2025 | ||||
1
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
| Consolidated Condensed Balance Sheets | Occidental Petroleum Corporation and Subsidiaries | ||||
| millions | September 30, 2026 | December 31, 2025 | ||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade receivables, net of reserves | ||||||||
| Joint interest receivables | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Current assets held for sale | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, gross | ||||||||
| Accumulated depreciation, depletion and amortization | ( | ( | ||||||
| Total property, plant and equipment, net | ||||||||
| Operating lease assets | ||||||||
| Investments in unconsolidated entities | ||||||||
| Non-current assets held for sale | ||||||||
| Other long-term assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current maturities of long-term debt | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| Liabilities held for sale | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net | ||||||||
| Deferred income taxes, net | ||||||||
| Asset retirement obligations | ||||||||
| Non-current liabilities held for sale | ||||||||
| Other deferred credits and liabilities | ||||||||
| Total deferred credits and other liabilities | ||||||||
| EQUITY | ||||||||
Preferred stock, at $ | ||||||||
Common stock, at $ | ||||||||
Treasury stock: 2026 — | ( | ( | ||||||
| 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.
2
| Consolidated Condensed Statements of Operations | Occidental Petroleum Corporation and Subsidiaries | ||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| millions, except per-share amounts | 2026 | 2025 | 2026 | 2025 | ||||||||||
| REVENUES AND OTHER INCOME | ||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||
| Interest, dividends and other income | ||||||||||||||
| Gains on sales of assets and other, net | ||||||||||||||
| Total | ||||||||||||||
| COSTS AND OTHER DEDUCTIONS | ||||||||||||||
| Oil and gas lease operating expense | ||||||||||||||
| Transportation and gathering expense | ||||||||||||||
| General and administrative expense | ||||||||||||||
| Other operating and non-operating expense | ||||||||||||||
| Taxes other than on income | ||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||
| Asset impairments and other charges | ||||||||||||||
| 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 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 | $ | $ | $ | $ | ||||||||||
| 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. | ||||||||||||||
3
| Consolidated Condensed Statements of Comprehensive Income | Occidental Petroleum Corporation and Subsidiaries | ||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||
| millions | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Net income | $ | $ | $ | $ | ||||||||||
| Other comprehensive income (loss) items: | ||||||||||||||
| Gains (losses) on derivatives | ( | |||||||||||||
| Pension and postretirement gains | ||||||||||||||
| Other | ||||||||||||||
| Other comprehensive income, 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.
4
| 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 | Noncontrolling interest | Total Equity | ||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| 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 | — | — | — | — | — | — | ||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| 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 | Noncontrolling interest | Total Equity | ||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | ||||||||||||||||||||
Dividends on common stock, $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
Dividends on preferred stock, $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Shareholder warrants exercised | — | — | — | — | — | — | ||||||||||||||||||||
| Options exercised | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of common stock and other, net of cancellations | — | — | — | — | — | — | ||||||||||||||||||||
| Purchases of treasury stock | — | — | ( | — | — | — | — | ( | ||||||||||||||||||
| Noncontrolling interest distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
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 | Noncontrolling interest | Total Equity | ||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| 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 | — | — | — | — | — | — | ||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| 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 | Noncontrolling interest | Total Equity | ||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | ||||||||||||||||||||
Dividends on common stock, $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
Dividends on preferred stock, $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Shareholder warrants exercised | — | — | — | — | — | |||||||||||||||||||||
| Options exercised | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of common stock and other, net of cancellations | — | — | — | — | — | — | ||||||||||||||||||||
| Purchases of treasury stock | — | — | ( | — | — | — | — | ( | ||||||||||||||||||
| Noncontrolling interest contributions, net | — | — | — | — | — | — | ||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||
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 | ||||
| Nine months ended September 30, | ||||||||
| millions | 2026 | 2025 | ||||||
| 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 provision | ||||||||
| Asset impairments and other charges | ||||||||
| Losses (gains) on sales of assets and other, net | ( | |||||||
| Other noncash charges to income | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in receivables | ( | |||||||
| (Increase) decrease in inventories | ( | |||||||
| Increase in other current assets | ( | ( | ||||||
| Decrease in accounts payable and accrued liabilities | ( | ( | ||||||
| Increase (decrease) in current domestic and foreign income taxes | ( | |||||||
| Operating cash flow from continuing operations | ||||||||
| Operating cash flow from discontinued operations, net of 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, net | ||||||||
| Equity investments and other, net | ( | ( | ||||||
| Investing cash flow from continuing operations | ( | ( | ||||||
| Investing cash flow from discontinued operations | ( | |||||||
| Net cash provided (used) by investing activities | ( | |||||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Payments of debt | ( | ( | ||||||
| Cash dividends paid on common and preferred stock | ( | ( | ||||||
| Proceeds from issuance of common stock | ||||||||
| Purchases of treasury stock | ( | |||||||
| Contributions from noncontrolling interest, net | ||||||||
| Other financing, net | ( | ( | ||||||
| Financing cash flow from continuing operations | ( | ( | ||||||
| Financing cash flow from discontinued operations | ( | |||||||
| Net cash used by financing activities | ( | ( | ||||||
| Increase 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
The Company conducts its operations through various subsidiaries and affiliates. The Company 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 2025 Form 10-K.
In the opinion of the Company'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 the Company's results of operations and cash flows for the nine months ended September 30, 2026 and 2025 and the Company's financial position as of September 30, 2026 and December 31, 2025. The income and cash flows for the periods ended September 30, 2026 and 2025 are not necessarily indicative of the income or cash flows to be expected for the full year.
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 September 30, 2026, the Company owned all of the 2.1 % non-voting general partner interest, 36.4 % of the WES limited partner units, and a 1.9 % non-voting limited partner interest in WES Operating, a subsidiary of WES. In February 2026, in connection with the amendment of certain commercial agreements, the Company transferred 15.3 million units to WES, and recorded charges of $105 million. In June 2026, WES acquired Brazos Delaware II, LLC with a mix of equity and cash, and the Company recognized a gain of $220 million from its pro-rata ownership reduction in WES. As of September 30, 2026, the Company's combined share of net income from WES and its subsidiaries was 39.0 %.
DISCONTINUED OPERATIONS
The OxyChem Transaction closed on January 2, 2026 for an adjusted sales price of $9.5 billion, subject to additional post-closing adjustments. In connection with the transaction, the Company retained environmental liabilities relating to legacy sites. Furthermore, there are post-closing indemnification obligations for (i) such legacy environmental liabilities and (ii) pre-closing liabilities of OxyChem, including pre-closing environmental liabilities, in each case subject to certain limitations and procedures, and Occidental entered into a guaranty in favor of Berkshire Hathaway to guarantee these indemnification obligations.
As a result of our agreement to sell OxyChem, the following changes in our basis of presentation have occurred:
■In accordance with ASC 205, Discontinued Operations, intersegment sales from our oil and gas and midstream and marketing segments to the chemical segment are no longer eliminated as intercompany transactions. All periods presented have been retrospectively adjusted to reflect this change.
■Beginning October 1, 2025, in accordance with ASC 360, Property, Plant, and Equipment (PP&E), depreciation and amortization were no longer recorded for the chemical segment's PP&E and right of use lease assets.
Unless otherwise indicated, information presented in the Notes to Consolidated Financial Statements relates only to the Company's continuing operations. Additional information related to discontinued operations is included in Note 4 - Acquisitions, Divestitures and Other Transactions and in some instances, where appropriate, is included as a separate disclosure within the individual Notes to Consolidated Financial Statements.
NONCONTROLLING INTEREST
Together with BlackRock, the Company is a joint venture partner in the development of the world's first commercial-scale direct air capture facility. As the primary beneficiary, the Company consolidates the joint venture, which is classified as a Variable Interest Entity. BlackRock's investment is accounted for as an NCI. As of September 30, 2026, BlackRock has invested the entirety of its total commitment of $550 million. In addition, the Company has entered into agreements with the joint venture related to project management, operations and maintenance and carbon removal offtake. The Company may continue to incur additional payments if certain construction and operational thresholds are not met.
8
The Company 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 the Company thereafter. The NCI receives preferential distributions in liquidation.
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:
| millions | September 30, 2026 | September 30, 2025 | ||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash and cash equivalents included in assets held for sale | ||||||||
| 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 | $ | $ | ||||||
RECEIVABLES AND OTHER CURRENT ASSETS
Trade receivables, net of reserves, were $3.5 billion and $2.6 billion as of September 30, 2026 and December 31, 2025, respectively, and represent rights to payment for which the Company had satisfied its obligations under a contract with a customer and its right to payment was conditioned only on the passage of time. The allowance for doubtful accounts was insignificant as of both dates.
SUPPLEMENTAL CASH FLOW INFORMATION
The following table represents U.S. federal, state and international income taxes paid, refunds received and interest paid during the following periods:
| millions | Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | ||||||
Income tax payments (a) | $ | $ | ||||||
Interest paid on debt (b) | $ | $ | ||||||
| Interest paid on finance leases | $ | $ | ||||||
(a) Income tax payments do not include income tax refunds received of $17 million and $3 million for the nine months ended September 30, 2026 and 2025, respectively.
(b) Includes capitalized interest of $153 million and $132 million for the nine months ended September 30, 2026 and 2025, respectively.
9
INVENTORIES
Inventories consisted of the following as of:
| millions | September 30, 2026 | December 31, 2025 | ||||||
| Materials and supplies | $ | $ | ||||||
| Commodity inventory | ||||||||
| Total | $ | $ | ||||||
ACCRUED LIABILITIES - CURRENT
Accrued liabilities - current consisted of the following as of:
| millions | September 30, 2026 | December 31, 2025 | ||||||
| Income tax payable | $ | $ | ||||||
| Payroll and related expenses | ||||||||
| Taxes other than on income | ||||||||
| Accrued interest payable | ||||||||
| Dividends payable | ||||||||
| Asset retirement obligations | ||||||||
| Operating lease liabilities | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
OTHER LONG-TERM LIABILITIES
Other long-term liabilities consisted of the following as of:
| millions | September 30, 2026 | December 31, 2025 | ||||||
| Long-term tax liabilities | $ | $ | ||||||
| Environmental remediation liabilities | ||||||||
| Pension and postretirement obligations | ||||||||
| Operating lease liabilities | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
10
| NOTE 2 - REVENUE | ||
Revenue from customers is recognized when obligations under the terms of a contract with customers are satisfied; this generally occurs with the delivery of oil, NGL, gas or services, such as transportation.
The following table shows a reconciliation of revenue from customers to total net sales for the following periods:
| Three months ended | Nine months ended | |||||||||||||
| millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Revenue from customers | $ | $ | $ | $ | ||||||||||
All other revenues (a) | ( | ( | ( | |||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||
(a) Includes other net revenues from the midstream and marketing segment.
DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS
The table below presents the Company'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. Midstream and marketing segment revenues are shown by the location of sale:
| millions | United States | International | Eliminations | Total | ||||||||||
| Three months ended September 30, 2026 | ||||||||||||||
| Oil and gas | ||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||
| NGL | ||||||||||||||
| Gas | ||||||||||||||
| Other | ||||||||||||||
| Segment total | $ | $ | $ | $ | ||||||||||
| Midstream and marketing | $ | $ | $ | $ | ||||||||||
| Eliminations | $ | $ | $ | ( | $ | ( | ||||||||
| Consolidated | $ | $ | $ | ( | $ | |||||||||
| millions | United States | International | Eliminations | Total | ||||||||||
| Three months ended September 30, 2025 | ||||||||||||||
| Oil and gas | ||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||
| NGL | ||||||||||||||
| Gas | ||||||||||||||
| Other | ||||||||||||||
| Segment total | $ | $ | $ | $ | ||||||||||
| Midstream and marketing | $ | $ | $ | $ | ||||||||||
| Eliminations | $ | $ | $ | ( | $ | ( | ||||||||
| Consolidated | $ | $ | $ | ( | $ | |||||||||
11
| millions | United States | International | Eliminations | Total | ||||||||||
| Nine months ended September 30, 2026 | ||||||||||||||
| Oil and gas | ||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||
| NGL | ||||||||||||||
| Gas | ||||||||||||||
| Other | ||||||||||||||
| Segment total | $ | $ | $ | $ | ||||||||||
| Midstream and marketing | $ | $ | $ | $ | ||||||||||
| Eliminations | $ | $ | $ | ( | $ | ( | ||||||||
| Consolidated | $ | $ | $ | ( | $ | |||||||||
| millions | United States | International | Eliminations | Total | ||||||||||
| Nine months ended September 30, 2025 | ||||||||||||||
| Oil and gas | ||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||
| NGL | ||||||||||||||
| Gas | ||||||||||||||
| Other | ||||||||||||||
| Segment total | $ | $ | $ | $ | ||||||||||
| Midstream and marketing | $ | $ | $ | $ | ||||||||||
| Eliminations | $ | $ | $ | ( | $ | ( | ||||||||
| Consolidated | $ | $ | $ | ( | $ | |||||||||
12
| NOTE 3 - LONG-TERM DEBT | ||
The Company's debt consisted of the following as of:
| millions | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
Two-year term loan due 2026 ( | ||||||||||||||||||||
| Variable rate bonds due 2030 | ||||||||||||||||||||
| Zero Coupon senior notes due 2036 | ||||||||||||||||||||
| Total borrowings at face value | $ | $ | ||||||||||||||||||
13
The following table summarizes the Company's outstanding debt, including finance lease liabilities, as of:
| millions | September 30, 2026 | December 31, 2025 | ||||||
| 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 | $ | $ | ||||||
14
DEBT REDUCTION ACTIVITY
In the nine months ended September 30, 2026, the Company utilized after-tax proceeds from the OxyChem Transaction and excess free cash flow to repay debt of $10.4 billion, which resulted in a loss on extinguishment of $129 million. The following table summarizes the Company's debt extinguishment in the nine months ended September 30, 2026:
| millions | Borrowings at face value | ||||
| Total borrowings at face value as of December 31, 2025 | $ | ||||
| Repayments | |||||
Two-year term loan due 2026 | ( | ||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| Zero Coupon senior notes due 2036 | ( | ||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| ( | |||||
| Total repayments | $ | ( | |||
| Total borrowings at face value as of September 30, 2026 | $ | ||||
Subsequent to September 30, 2026, but before the date of this filing, Occidental used cash on hand to repay the remaining $33 million of Zero Coupon senior notes due 2036.
FAIR VALUE OF DEBT
15
| NOTE 4 - ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS | ||
ACQUISITIONS AND DIVESTITURES
In the nine months ended September 30, 2026, the Company divested non-core operated and non-operated leasehold interests as well as certain processing plants in the Permian Basin. The Company recorded a loss of $225 million for the first nine months of 2026, primarily attributable to the processing plants.
In addition, Occidental exchanged non-core proved and unproved acreage and paid $103 million in cash to acquire additional interests in the Permian Basin, and no gain or loss was recorded.
DISCONTINUED OPERATIONS
In October 2025, the Company announced a purchase and sale agreement with Berkshire Hathaway to sell all of the issued and outstanding equity interests in OxyChem in an all-cash transaction for an adjusted sales price of $9.5 billion, subject to additional post-closing adjustments. The sale was completed on January 2, 2026, resulting in a gain of approximately $3.1 billion, net of taxes. Income tax payments related to the OxyChem divestiture were approximately $1.2 billion for the nine months ended September 30, 2026. The OxyChem Transaction marked a strategic change in the Company's operations. For information related to the presentation of financials for discontinued operations, see Note 1 - General. Refer to Note 3 Long-Term Debt for the Company's use of the after-tax sale proceeds.
The following table summarizes the components of the sales price:
| in millions | Total | ||||
| Cash sales price | $ | ||||
| Closing adjustments: | |||||
| Working capital adjustment | ( | ||||
| Post-close adjustments | ( | ||||
| Total cash sales price | $ | ||||
16
The following table presents the amounts reported in discontinued operations, net of income taxes, for the following:
| Three months ended | Nine months ended | |||||||||||||
| millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Revenues and other income | ||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||
| Interest, dividends and other income | ( | |||||||||||||
| Gains on sales of assets and other, net | ||||||||||||||
| Total revenues and other income | ||||||||||||||
| Costs and other deductions | ||||||||||||||
| Chemical cost of sales | ||||||||||||||
| General and administrative expense | ||||||||||||||
| Other operating and non-operating expense | ||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||
| Other expense, net | ||||||||||||||
| Total costs and other deductions | ||||||||||||||
| Income (loss) before income taxes and other items | ( | |||||||||||||
| Income from equity investments and other | ||||||||||||||
| Income (loss) before income taxes | ( | |||||||||||||
| Income tax benefit (expense) | ( | ( | ( | |||||||||||
| Income (loss) from discontinued operations, net of tax | $ | ( | $ | $ | $ | |||||||||
The effective tax rate for discontinued operations was 21 % and 26 % for the nine months ended September 30, 2026 and 2025, respectively.
| NOTE 5 - DERIVATIVES | ||
OBJECTIVE AND STRATEGY
The Company 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. The Company may occasionally use a variety of derivative financial instruments to manage its exposure to foreign currency fluctuations and interest rate risks. The Company also enters into derivative financial instruments for trading purposes.
The Company may elect normal purchases and normal sales exclusions when physically delivered commodities are purchased from a vendor or sold to a customer.
CRUDE COLLARS
In February 2026, the Company entered into crude two-way collar derivative instruments beginning in March for the remainder of 2026 to manage its near-term exposure to cash flow variability from crude oil price risk. A two-way collar is a combination of a sold call and a purchased put. The sold call establishes a ceiling price and the purchased put establishes a floor price that the Company will receive for the contracted commodity volume for a defined period of time. Gains and losses associated with changes in the fair value of the collars are recognized in net sales, and cash settlements are recognized in operating cash flows. The collars have a notional volume of 100 Mbbl per day, a floor WTI price of $55.00 per barrel and a weighted average ceiling WTI price of $75.89 per barrel.
17
MARKETING DERIVATIVES
The Company's marketing derivative instruments include physical and financial forward contracts with fixed or index-based pricing and varying settlement periods. As of September 30, 2026, the weighted-average settlement price of these forward contracts was $89.20 per barrel and $2.21 per Mcf for crude oil and natural gas, respectively. The weighted-average settlement price was $59.59 per barrel and $2.53 per Mcf for crude oil and natural gas, respectively, as of December 31, 2025. 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 the Company'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. Cash settlements related to marketing derivatives are presented in operating cash flows.
The following table summarizes net volumes associated with the outstanding marketing commodity derivatives as of:
| long (short) | September 30, 2026 | December 31, 2025 | ||||||
| Oil commodity contracts | ||||||||
| Volume (MMbbl) | ( | ( | ||||||
| Natural gas commodity contracts | ||||||||
| Volume (Bcf) | ( | ( | ||||||
FAIR VALUE OF DERIVATIVES
The following tables present the fair values of the Company'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 | ||||||||||||||
| September 30, 2026 | |||||||||||||||||
| Marketing Derivatives | |||||||||||||||||
| Other current assets | $ | $ | $ | $ | ( | $ | |||||||||||
| Other long-term assets | ( | ||||||||||||||||
| Accrued liabilities | ( | ( | ( | ||||||||||||||
| Deferred credits and other liabilities - other | ( | ( | ( | ||||||||||||||
| Crude Collars | |||||||||||||||||
| Accrued liabilities | ( | ( | |||||||||||||||
| December 31, 2025 | |||||||||||||||||
| Marketing Derivatives | |||||||||||||||||
| Other current assets | $ | $ | $ | $ | ( | $ | |||||||||||
| Accrued liabilities | ( | ( | ( | ||||||||||||||
(a)These amounts do not include collateral. The Company netted $1 million of collateral received from brokers against derivative assets and $157 million of collateral deposited with brokers against derivative liabilities as of September 30, 2026. As of December 31, 2025, the Company netted $29 million of collateral received from brokers against derivative assets and $23 million of collateral deposited with brokers against derivative liabilities.
18
GAINS AND LOSSES ON DERIVATIVES
The following table presents gains and losses related to the Company's derivative instruments and the location on the Consolidated Condensed Statements of Operations:
| millions | Three months ended | Nine months ended | ||||||||||||
| Income Statement Classification | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Marketing derivatives (included in net sales) | $ | ( | $ | ( | $ | $ | ( | |||||||
| Crude collars (included in net sales) | $ | ( | $ | $ | ( | $ | ||||||||
CREDIT RISK
The majority of the Company's credit risk is related to the physical delivery of energy commodities to its counterparties and their potential inability to meet their settlement commitments. The Company 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. The Company actively evaluates the creditworthiness of its counterparties, assigns appropriate credit limits and monitors credit exposures against those assigned limits. The Company also enters into futures contracts through regulated exchanges with select clearinghouses and brokers, which are subject to minimal credit risk, if any.
| NOTE 6 - INCOME TAXES | ||
The following table summarizes components of income tax expense:
| Three months ended | Nine months ended | |||||||||||||
| millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||
| Current | ||||||||||||||
| Federal | ( | ( | ( | |||||||||||
| State and Local | ( | ( | ( | |||||||||||
| Foreign | ( | ( | ( | ( | ||||||||||
| Total current tax expense | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Deferred | ||||||||||||||
| Federal | ( | ( | ( | |||||||||||
| State and Local | ( | ( | ( | ( | ||||||||||
| Foreign | ( | ( | ||||||||||||
| Total deferred tax benefit (expense) | $ | $ | ( | $ | ( | $ | ( | |||||||
| Total income tax expense | ||||||||||||||
| Federal | ( | ( | ( | ( | ||||||||||
| State and Local | ( | ( | ( | |||||||||||
| Foreign | ( | ( | ( | ( | ||||||||||
| Total income tax expense | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Income from continuing operations | $ | $ | $ | $ | ||||||||||
| Worldwide effective tax rate | % | % | % | % | ||||||||||
19
| NOTE 7 - ENVIRONMENTAL LIABILITIES AND EXPENDITURES | ||
The Company 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. The Company 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, in addition to 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.
As discussed in Note 1 - General, certain Occidental subsidiaries remain responsible for environmental remediation at legacy sites and the indemnification of legacy environmental liabilities and pre-closing liabilities of OxyChem, which were not classified as held for sale. Expenses related to the oil and gas business are reported as continuing operations for all periods presented. Expenses related to OxyChem and the retained liabilities and indemnification obligations associated with the chemical business are reported as discontinued operations for all periods presented, reflecting the OxyChem Transaction.
ENVIRONMENTAL REMEDIATION
As of September 30, 2026, the Company participated in or monitored remedial activities or proceedings at 149 sites. The following table presents the current and non-current environmental remediation liabilities of the Company:
| millions | as of September 30, 2026 | as of December 31, 2025 | ||||||||||||||||||
| Continuing Operations | Discontinued Operations | Total | Continuing Operations | Discontinued Operations | Total | |||||||||||||||
| Current Portion: | ||||||||||||||||||||
| Accrued liabilities | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Non-Current Portion: | ||||||||||||||||||||
| Other deferred credits and liabilities | ||||||||||||||||||||
| Total current and non-current | $ | $ | $ | $ | $ | $ | ||||||||||||||
The estimates of environmental remediation liabilities in the table above vary over time depending on factors such as acquisitions or divestitures, identification of additional sites, remedy selection and implementation and changes in applicable laws or regulations, among other factors. Environmental remediation expenses primarily relate to existing conditions from alleged past practices.
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.
| September 30, 2026 | ||||||||
| millions, except number of sites | Number of Sites | Remediation Balance | ||||||
| NPL Sites | $ | |||||||
| Third-Party Sites | ||||||||
| Currently Operated Sites | ||||||||
| Closed or Non-operated Sites | ||||||||
| Total | $ | |||||||
20
As of September 30, 2026, environmental remediation liabilities of Occidental subsidiaries exceeded $10 million each at 15 of the 149 sites described above, and 81 of the sites had liabilities less than $1 million each. Based on current estimates, the Company expects its subsidiaries to expend funds corresponding to approximately 30 % of the remediation balance over the next three to four years with the remainder over the subsequent 10 or more years.
The Company believes the range of reasonably possible additional losses of its subsidiaries beyond those amounts currently recorded for environmental remediation for the 149 environmental sites in the table above could be up to $1.9 billion. The status of the Company's involvement with the sites and related significant assumptions have not changed materially since December 31, 2025.
DIAMOND ALKALI SUPERFUND SITE
The EPA has organized the DASS into four OUs for evaluating, selecting and implementing remediation under CERCLA. Current activities in each OU are summarized below, most of which are performed by Glenn Springs Holdings, Inc. (Glenn Springs).
OU1 – 80 and 120 Lister Avenue in Newark, New Jersey: On behalf of Environmental Resource Holdings, LLC (ERH), Glenn Springs 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, the EPA and an Occidental subsidiary entered into an AOC to complete the design of the remedy selected in the ROD. In May 2024, the EPA approved the remedial design for OU2. In June 2024, the EPA notified the subsidiary that the work required by the AOC has been fully performed in accordance with its terms. In September 2026, ERH entered into a proposed consent decree with the EPA and the DOJ to construct an upland processing facility and certain upland support facilities (Upland Processing Facility) to support the remedy for OU2 and OU4. The proposed consent decree is subject to public comment and requires approval of the U.S. District Court of the District of New Jersey (District Court). The cost of the Upland Processing Facility is included in the EPA's estimated total OU 2 remediation cost of 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. On behalf of ERH, Glenn Springs 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 OU1. In March 2023, the EPA issued a Unilateral Administrative Order in which it directed and ordered an Occidental subsidiary 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 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.
Legal matters related to the DASS (Alden Leeds)
In December 2022, the EPA and the DOJ filed a proposed Consent Decree in the Alden Leeds litigation, seeking court approval to settle with 85 parties for a total of $150 million for cleanup costs associated with OU2 and OU4. In January 2024, the DOJ filed a proposed Amended Consent Decree that excluded three companies from the original settlement, among other changes, and subsequently filed a motion to approve the Amended Consent Decree. In December 2024, the District Court approved the Amended Consent Decree. In its order approving the Amended Consent Decree, the District Court accepted the EPA's revised determination that the Company was responsible for approximately 85 % of the cleanup costs for OU2 and OU4. ERH appealed the District Court's ruling on the grounds that the decision was flawed for several reasons, including the failure to consider the impact of recent Supreme Court decisions that restrict EPA authority and limit judicial deference to EPA actions. The Notice of Appeal was filed in February 2025, and all briefs have been filed as of January 2026.
As a result of the District Court's approval of the Amended Consent Decree, the non-current environmental remediation liability related to OU2 and OU4 was increased by $925 million in the fourth quarter of 2024. This charge was included in asset impairments and other charges in the Company's Consolidated Statements of Operations and represented the additional share of the total estimated remediation costs which may be incurred because of the assignment by the District Court of 85 % of the responsibility for OU2 and OU4. These costs have not been discounted as the timing and amount of the payments are not fixed or reliably determinable. It is expected that the cash outlay for remediation costs will be expended over many years.
21
The Alden Leeds settlement does not address the liability of entities that were excluded from the settlement, including for OU2, OU3, OU4 or natural resource damages, or the liability of any settling party with respect to OU3 or natural resource damages.
The EPA may seek to require the Company to perform a substantial majority or all of the remediation work and provide additional financial assurance. It is uncertain when or to what extent the EPA may take action to compel further remediation in OU2 or OU4, or the amount of financial assurance that could be required.
In June 2018, the Company filed a complaint under CERCLA in the District Court against numerous potentially responsible parties seeking contribution and cost recovery of amounts incurred or to be incurred to comply with the AOC and the OU2 ROD, or to perform other remediation activities related to the DASS (2018 Contribution Action). Because costs are being incurred to implement the OU4 Unilateral Administrative Order, a cost recovery action under CERCLA was brought in March 2023 in the District Court against multiple parties (2023 Cost Recovery Action). Both the 2018 Contribution Action and the 2023 Cost Recovery Action were stayed pending the outcome of the Alden Leeds litigation. The Company does not know when the Court will lift the stay in those matters. If not reversed on appeal, the approved Amended Consent Decree could bar the Company from pursuing contribution against the settling parties for remediation costs incurred or that may be incurred in the future to design and implement the remedies in OU2 and OU4, including claims asserted in the 2018 Contribution Action.
Other information
For the DASS, a reserve has been accrued relating to the estimated allocable share of the costs to perform the maintenance and monitoring required in the OU1 Consent Decree, as well as the remedial investigation and feasibility study required in OU3 (Newark Bay). Subject to and without waiver of any rights, a reserve based on the December 2024 Order of the District Court approving the Amended Consent Decree described above, which Order is currently being appealed, has also been accrued for design and implementation of remedies selected in the OU2 ROD and AOC, the OU4 ROD and OU4 Unilateral Administrative Order including the proposed consent decree to construct the Upland Processing Facility.
The accrued environmental remediation reserve does not account for the possibility of additional remediation costs or natural resource damages for the DASS that are not considered reasonably estimable. The ultimate liability at the DASS may be greater or less than both the reserved amount and any reasonably possible additional losses, and will depend on final design plans, future actions by the EPA and natural resource trustees, as well as the resolution of the allocable share with other potentially responsible parties, among other factors.
The estimated costs currently recorded for remediation at the DASS and the range of reasonably possible additional losses beyond the amounts currently recognized are evaluated periodically. Due to the complexity and scope of the remediation efforts, the estimated costs may fluctuate over time as new information becomes available.
| NOTE 8 - LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES | ||
LEGAL MATTERS
The Company is 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. The Company also is 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 the Company is among many companies in these environmental proceedings and has to date been successful in sharing remediation costs with other financially sound companies. Further, some lawsuits, claims and legal proceedings involve acquired or divested assets with respect to which a third party or the Company retains liability or indemnifies the other party for conditions that existed prior to the transaction.
In accordance with applicable accounting guidance, the Company accrues 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 7 – Environmental Liabilities and Expenditures, that satisfy these criteria as of September 30, 2026 were not material to the Company'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. The Company's estimates are based on information known about the legal matters and its experience in contesting, litigating and settling similar matters. The Company will reassess the probability and estimability of contingent losses as new information becomes available.
22
TAX MATTERS AND DISPUTES
During the course of its operations, the Company is subject to audit by tax authorities for varying periods in various federal, state, local and international tax jurisdictions. Tax years through 2021 and 2024 for U.S. federal income tax purposes have been audited by the IRS pursuant to its Compliance Assurance Program. Tax years 2022, 2023 and 2025 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.
The IRS is currently reviewing the legal entity reorganization transaction as part of the Company's 2022 and 2023 federal tax audit. Following the acquisition of Anadarko and related divestitures, the Company reorganized its legal entities to better align with the nature of its business activities. This reorganization resulted in the Company making an adjustment to the tax basis in a portion of its operating assets, reducing deferred tax liabilities and recording a $2.7 billion tax benefit in 2022.
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 2020 to 2022 are closed. Tax years through 2018 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, the Company 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 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, the Company has recorded no tax benefit on the tentative cash tax refund of $881 million. Additionally, the Company 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, the Company 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 September 30, 2026 totaled approximately $2.5 billion. As a result, should the Company 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 September 30, 2026, the Company would be required to repay approximately $1.4 billion in federal and state taxes and accrued interest of $1.1 billion. A liability for the taxes and interest is included in other liabilities. To mitigate the continued accrual of interest pending resolution of this matter, the Company intends to begin making deposits with the IRS in the fourth quarter of 2026, which would be applied against any tax and interest ultimately determined to be due.
INDEMNITIES TO THIRD PARTIES
The Company has 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 the Company. These indemnities usually are contingent upon the other party incurring liabilities that reach specified thresholds. The Company reserves for indemnity claims when a payment for such claims is probable and estimable. As discussed in Note 1 - General, Berkshire Hathaway has post-closing indemnification rights in connection with the OxyChem Transaction.
23
| NOTE 9 - EARNINGS PER SHARE AND EQUITY | ||
The following table presents the calculation of basic and diluted EPS attributable to common stockholders:
| Three months ended | Nine months ended | |||||||||||||
| millions except per-share amounts | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Income from continuing operations | $ | $ | $ | $ | ||||||||||
| Discontinued operations, net of taxes | ( | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||
| Less: Income attributable to noncontrolling interest | ( | ( | ( | ( | ||||||||||
| Less: Preferred stock dividends | ( | ( | ( | ( | ||||||||||
| Net income attributable to common stock | $ | $ | $ | $ | ||||||||||
| Less: Incremental fair value for warrants inducement | ( | |||||||||||||
| 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: Incremental fair value for warrants inducement | ( | |||||||||||||
| Less: Net income allocated to participating securities | ( | ( | ( | ( | ||||||||||
| Net income, net of participating securities | $ | $ | $ | $ | ||||||||||
| Weighted-average number of basic shares | ||||||||||||||
| Dilutive securities | ||||||||||||||
| Total diluted weighted-average common shares | ||||||||||||||
| Diluted income per common share | $ | $ | $ | $ | ||||||||||
| Anti-dilutive securities excluded from diluted shares (millions) | ||||||||||||||
The following table presents Occidental's common share activity, including exercises of warrants, and other transactions in Occidental's common stock in 2026:
| Period | Exercise of Warrants (a) | Other (b) | Treasury Stock Purchases (c) | Common Stock Outstanding | |||||||||||||
| December 31, 2025 | |||||||||||||||||
| First Quarter 2026 | ( | ||||||||||||||||
| Second Quarter 2026 | ( | ||||||||||||||||
| Third Quarter 2026 | ( | ||||||||||||||||
| Total | ( | ||||||||||||||||
(a) $306 million of cash was received in the first nine months of 2026 from the exercise of Common Stock Warrants.
(b) Includes issuances under the 2015 long-term incentive plan and the OPC savings plan.
As of September 30, 2026, Occidental had 16.5 million Common Stock Warrants with a strike of $22.00 per share and 83.9 million Berkshire Warrants held by Berkshire Hathaway with a strike of $59.59 per share.
24
On March 3, 2025, Occidental announced an offer to holders of its Common Stock Warrants to exercise their 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 associated with the Common Stock Warrants related to the change in exercise price was recognized as an equity issuance cost. The proceeds from the warrant exercise were used to repay near-term debt maturities.
| NOTE 10 - SEGMENTS | ||
The Company conducts its operations through two
As a result of the OxyChem Transaction, the chemical segment results are presented separately as discontinued operations and corporate costs directly attributable to the chemical segment are included under discontinued operations. See Note 1 - General for related disclosure.
Occidental's President and CEO is ultimately responsible for allocating resources and assessing the performance of each operating segment and is the Chief Operating Decision Maker. The CEO may be assisted in this function by other members of Occidental's executive management including, but not limited to, the Chief Financial Officer. While other executives are responsible for the performance of their individual areas, the CEO is solely responsible for allocating resources across the Company as a whole.
For both reporting segments, segment income (loss) from continuing operations before income taxes is used to measure performance, as well as allocate resources (including financial or capital resources) for each segment, predominantly in the annual budget and forecasting process.
The following table reconciles segment income from continuing operations before taxes to net income attributable to common shares:
| Three months ended | Nine months ended | |||||||||||||
| millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Segment income (losses) from continuing operations before taxes | ||||||||||||||
| Oil and gas segment | $ | $ | $ | $ | ||||||||||
| Midstream and marketing segment | ||||||||||||||
| Interest and debt expense, net | ( | ( | ( | ( | ||||||||||
| Corporate and eliminations | ( | ( | ( | ( | ||||||||||
| 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 Chief Operating Decision Maker.
25
OIL AND GAS SEGMENT
| Three months ended | Nine months ended | |||||||||||||
| millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Revenues and other income | ||||||||||||||
Net sales (a) | $ | $ | $ | $ | ||||||||||
| 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 (b) | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
| Segment income before other items | $ | $ | $ | $ | ||||||||||
| Income (losses) from equity investments and other | ( | ( | ( | |||||||||||
| Segment income from continuing operations before taxes | $ | $ | $ | $ | ||||||||||
(a) Includes revenue from customers and all other revenues.
(b) Includes general and administrative expense, exploration expense, and asset impairments and other charges.
MIDSTREAM AND MARKETING SEGMENT
| Three months ended | Nine months ended | |||||||||||||
| millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Revenues and other income | ||||||||||||||
Net sales (a) | $ | $ | $ | $ | ||||||||||
| Gains on sale of assets and other income, net | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
| Significant segment expenses | ||||||||||||||
| Transportation and gathering expense | ||||||||||||||
| Other operating and non-operating expense | ||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||
| Asset impairments and other charges | ||||||||||||||
Other segment expenses (b) | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
| Segment income (losses) before other items | $ | ( | $ | ( | $ | $ | ( | |||||||
Income from equity investments and other | ||||||||||||||
| Segment income from continuing operations before taxes | $ | $ | $ | $ | ||||||||||
(a) Includes revenue from customers and all other revenues.
(b) Includes taxes other than on income and general and administrative expense.
26
SEGMENT PROPERTY PLANT AND EQUIPMENT AND INVESTMENTS
| Three months ended | Nine months ended | |||||||||||||
| millions | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||
| Oil and gas | $ | $ | $ | $ | ||||||||||
| Midstream and marketing | ||||||||||||||
| Corporate and eliminations | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
The following table includes segment-level balance sheet information:
| millions | Oil and gas | Midstream and marketing | Corporate and eliminations | Assets held for sale | Total | ||||||||||||
| As of September 30, 2026 | |||||||||||||||||
| Property Plant and Equipment, Gross | $ | $ | $ | $ | $ | ||||||||||||
| Accumulated DD&A | ( | ( | ( | ( | |||||||||||||
| Property, Plant and Equipment, Net | $ | $ | $ | $ | $ | ||||||||||||
| Investments in unconsolidated entities | $ | $ | $ | $ | $ | ||||||||||||
| Total Assets | $ | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2025 | |||||||||||||||||
| Property Plant and Equipment, Gross | $ | $ | $ | $ | $ | ||||||||||||
| Accumulated DD&A | ( | ( | ( | ( | |||||||||||||
| Property, Plant and Equipment, Net | $ | $ | $ | $ | $ | ||||||||||||
| Investments in unconsolidated entities | $ | $ | $ | $ | $ | ||||||||||||
| Total Assets | $ | $ | $ | $ | $ | ||||||||||||
27
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 the 2025 Form 10-K; and the information set forth in Risk Factors under Part I, Item 1A of the 2025 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," "guidance," "priority," "focus," "assumption," "likely" or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report unless an earlier date is specified. Unless legally required, the Company does not undertake any obligation to update, modify or withdraw any forward-looking statement as a result of new information, future events or otherwise.
Actual outcomes or results may differ from anticipated results, sometimes materially. Forward-looking and other statements regarding the Company's sustainability efforts and aspirations are not an indication that these statements are necessarily material to investors or require disclosure in the Company's filings with the SEC. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and definitions, assumptions, data sources and estimates or measurements that are subject to change in the future, including through rulemaking or guidance. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: general economic conditions, including slowdowns and recessions, domestically or internationally; the Company's indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; the Company's ability to successfully monetize select assets and repay or refinance debt and the impact of changes in the Company's credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations and volatility; supply and demand considerations for, and the prices of, the Company's products and services; actions by OPEC and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of the Company's proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; government actions (including the effects of announced or future tariff increases and other geopolitical, trade, tariff, fiscal and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events (such as in Latin America); inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including the Company's ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; the Company's ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections or projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businesses, including retained liabilities and indemnification obligations associated with the chemical business; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development projects or acquisitions; the Company's ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve the Company's competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver the Company's oil and natural gas and other processing and transportation considerations; volatility in the securities, capital or credit markets, including capital market disruptions and instability of financial institutions; HSE risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes, and deep-water and onshore drilling and permitting regulations; the Company's ability to recognize intended benefits from its business strategies and initiatives, such as the Company's low-carbon ventures businesses and announced GHG emissions reduction targets or net-zero goals; changes in government grant or loan programs; potential liability resulting from pending or future litigation, government investigations and other proceedings; disruption or interruption of production or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent activity; the scope and duration of global or regional health pandemics or epidemics and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of the Company's counterparties, including financial institutions, operating partners and other parties; failure of risk management; the Company's ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of the Company's operations; changes in state, federal or international tax rates, deductions, incentives or credits; and actions by third parties that are beyond the Company's control.
Additional information concerning these and other factors that may cause the Company's results of operations and financial position to differ from expectations can be found in the Company's other filings with the SEC, including the Company's 2025 Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
28
| CURRENT BUSINESS OUTLOOK | ||
The Company's financial results are significantly influenced by crude oil prices and, to a lesser extent, NGL and natural gas prices and commodity market differentials. Third-quarter 2026 average WTI and Brent prices were $85.79 and $91.62 per barrel, respectively, down from $92.79 and $97.06 per barrel in the second quarter. For the first nine months of 2026, average WTI and Brent prices were $83.50 and $88.87 per barrel, respectively, compared to $66.70 and $69.87 per barrel in the prior-year period.
Changes in commodity prices may affect the Company's capital allocation decisions, including the level and timing of investments, which could affect future production volumes.
Commodity prices are expected to remain volatile due to a variety of factors, including geopolitical developments, macroeconomic conditions and their impact on global energy demand, actions by OPEC and non-OPEC producing countries, and changes in U.S. trade policy. Commodity prices during the third quarter of 2026 were impacted in part by geopolitical risk premiums associated with conflicts and instability in the Middle East and the resulting uncertainty affecting global energy markets.
While geopolitical conditions fluctuated during the quarter, global energy supply, transportation and trade networks remain exposed to international developments that could affect the production, transportation and delivery of crude oil and other commodities. Ongoing uncertainty related to conflicts and tensions in the Middle East, including the potential for disruptions to global energy supply, transportation routes, export infrastructure and regional trade flows, as well as evolving governmental actions, sanctions measures and diplomatic efforts, could continue to influence commodity prices and contribute to market volatility. The duration, scope and ultimate outcome of such developments remain uncertain and could affect global economic conditions, energy markets and the prices realized for the Company's production.
U.S. trade policy actions and tariffs could affect the Company's operations and financial performance. While no material impact has occurred year to date, future trade policies may increase supplier costs and affect product demand, supply chain efficiency, and oil and gas commodity prices.
STRATEGIC PRIORITIES
The Company is focused on delivering a unique shareholder value proposition with its portfolio of oil and gas and midstream and marketing assets, as well as its ongoing development of carbon management and sequestration solutions and GHG emissions reduction efforts. The Company conducts its operations with an emphasis on technical expertise, HSE, sustainability and social responsibility, and is advancing integrated technologies in CO2, power and midstream to enable differentiated resource recovery and value.
In order to maximize shareholder returns, the Company intends to:
■Maintain safe and responsible operations;
■Execute from a strong balance sheet;
■Deliver a sustainable and growing dividend; and
■Sustain base production.
OXYCHEM TRANSACTION
The Company completed the sale of OxyChem on January 2, 2026 in an all-cash transaction for an adjusted sales price of $9.5 billion, subject to additional post-closing adjustments. The transaction resulted in a gain of approximately $3.1 billion, net of taxes. OxyChem is reported as discontinued operations, with its assets and liabilities classified as held for sale as of December 31, 2025.
See Note 1 - General in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information regarding the OxyChem Transaction.
DEBT
As of September 30, 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 the Company's credit ratings could affect its ability to access capital markets and increase its cost of capital. In addition, Occidental or its subsidiaries may be requested, may elect to provide or in some cases may 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.
During the nine months ended September 30, 2026, the Company used approximately $7.9 billion of net after-tax proceeds from the OxyChem Transaction and cash from operations to repay approximately $10.4 billion of debt. For information on the Company's debt activity, see Note 3 - Long-Term Debt in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information.
As of September 30, 2026, substantially all of the Company's outstanding debt was fixed rate.
29
| 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 | September 30, 2026 | % Change | June 30, 2026 | |||||||||||
| Segment income from continuing operations before taxes | ||||||||||||||
Oil and gas (a) | $ | 2,556 | (10) | % | $ | 2,849 | ||||||||
Midstream and marketing (a) | 55 | (96) | % | 1,338 | ||||||||||
| Total | 2,611 | (38) | % | 4,187 | ||||||||||
Unallocated corporate items (a) | ||||||||||||||
| Interest expense, net | (78) | (28) | % | (108) | ||||||||||
| Income tax expense | (554) | (39) | % | (915) | ||||||||||
| Corporate and other items, net | (138) | (16) | % | (164) | ||||||||||
| Income from continuing operations | $ | 1,841 | (39) | % | $ | 3,000 | ||||||||
| Discontinued operations, net of taxes | (20) | (400) | % | (4) | ||||||||||
| Net income | $ | 1,821 | (39) | % | $ | 2,996 | ||||||||
| Less: Net income attributable to noncontrolling interest | (15) | (21) | % | (19) | ||||||||||
| Less: Preferred stock dividends | (169) | (1) | % | (170) | ||||||||||
| Net income attributable to common stockholders | $ | 1,637 | (42) | % | $ | 2,807 | ||||||||
| Net income per share attributable to common stockholders - diluted | $ | 1.61 | (41) | % | $ | 2.75 | ||||||||
(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.
| Nine months ended | |||||||||||
| millions | September 30, 2026 | % Change | September 30, 2025 | ||||||||
| Segment income from continuing operations before taxes | |||||||||||
Oil and gas (a) | $ | 6,422 | 63 | % | $ | 3,931 | |||||
Midstream and marketing (a) | 1,306 | 2,621 | % | 48 | |||||||
| Total | 7,728 | 94 | % | 3,979 | |||||||
Unallocated corporate items (a) | |||||||||||
| Interest expense, net | (618) | (27) | % | (847) | |||||||
| Income tax expense | (1,623) | 91 | % | (848) | |||||||
| Corporate and other items, net | (410) | — | % | (410) | |||||||
| Income from continuing operations | $ | 5,077 | 171 | % | $ | 1,874 | |||||
| Discontinued operations, net of taxes | 3,099 | 713 | % | 381 | |||||||
| Net income | $ | 8,176 | 263 | % | $ | 2,255 | |||||
| Less: Net income attributable to noncontrolling interest | (48) | 55 | % | (31) | |||||||
| Less: Preferred stock dividends | (509) | — | % | (509) | |||||||
| Net income attributable to common stockholders | $ | 7,619 | 344 | % | $ | 1,715 | |||||
| Net income per share attributable to common stockholders - diluted | $ | 7.49 | 346 | % | $ | 1.68 | |||||
(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.
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ITEMS AFFECTING COMPARABILITY
The following table sets forth items affecting the comparability of the Company's earnings that vary widely and unpredictably in nature, timing and amount:
| Three months ended | Nine months ended | |||||||||||||||||||
| millions | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||||
| Oil and gas | ||||||||||||||||||||
| Crude oil derivative gains (losses) | $ | (187) | $ | 105 | $ | (421) | $ | — | ||||||||||||
| Gains (losses) on sales of assets and other, net | (16) | (15) | (61) | (22) | ||||||||||||||||
| Income from judicial deposit recovery | 120 | — | 120 | — | ||||||||||||||||
| Asset impairments and other charges, net | (27) | — | (27) | — | ||||||||||||||||
| Legal reserves and other | — | — | — | (65) | ||||||||||||||||
| Total oil and gas | (110) | 90 | (389) | (87) | ||||||||||||||||
| Midstream and marketing | ||||||||||||||||||||
| Derivative gains (losses), net | (254) | 178 | (485) | (20) | ||||||||||||||||
Gains on sales of assets and other, net (a) | — | 199 | 35 | — | ||||||||||||||||
| Equity method investments fair value gains | — | — | — | 61 | ||||||||||||||||
Asset impairments and other charges (a) | — | — | (105) | (162) | ||||||||||||||||
| Total midstream and marketing | (254) | 377 | (555) | (121) | ||||||||||||||||
| Corporate | ||||||||||||||||||||
| Early debt extinguishment | 61 | 47 | (129) | — | ||||||||||||||||
| Early retirement costs | — | (39) | (54) | — | ||||||||||||||||
| Legal reserves and other | (48) | — | (48) | — | ||||||||||||||||
| Acquisition-related costs and other | — | — | — | (13) | ||||||||||||||||
| Total corporate | 13 | 8 | (231) | (13) | ||||||||||||||||
| Income tax impact on items affecting comparability | 57 | (107) | 231 | 54 | ||||||||||||||||
| Gains (losses) from continuing operations | (294) | 368 | (944) | (167) | ||||||||||||||||
| Discontinued operations, net of taxes | (20) | (4) | 3,099 | 381 | ||||||||||||||||
| Total | $ | (314) | $ | 364 | $ | 2,155 | $ | 214 | ||||||||||||
(a) Includes amounts from income from equity investments and other in the Consolidated Condensed Statements of Operations.
Q3 2026 compared to Q2 2026
Excluding the impact of items affecting comparability, net income decreased for the three months ended September 30, 2026, compared to the three months ended June 30, 2026, primarily due to lower realized crude oil prices in the oil and gas segment and lower marketing margins related to the narrowing of the Waha-to-Gulf-Coast spread and the timing impact of crude sales. These decreases were partially offset by higher realized domestic natural gas prices in the oil and gas segment.
First nine months of 2026 compared to the first nine months of 2025
Excluding the impact of items affecting comparability, net income increased for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to higher realized crude oil prices in the oil and gas segment, higher marketing margins from natural gas transportation capacity optimization activities in the Permian, the timing of crude sales and lower long-haul crude transportation costs, higher sulfur prices at Al Hosn and lower interest expense due to reduced long-term debt. These increases were partially offset by lower realized domestic natural gas prices in the oil and gas segment.
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SELECTED STATEMENTS OF OPERATIONS ITEMS
Q3 2026 compared to Q2 2026
Net sales decreased to $6.6 billion for the three months ended September 30, 2026, compared to $8.1 billion for the three months ended June 30, 2026, primarily due to lower crude oil prices and lower marketing margins related to the narrowing of the Waha-to-Gulf-Coast spread and the timing impact of crude sales. These decreases were partially offset by higher realized domestic natural gas prices in the oil and gas segment and partially offset by higher sulfur volumes and prices at Al Hosn.
Income tax expense decreased to $554 million for the three months ended September 30, 2026, compared to $915 million for the three months ended June 30, 2026, primarily due to lower pre-tax income earned in the three months ended September 30, 2026.
First nine months of 2026 compared to the first nine months of 2025
Net sales increased to $19.9 billion for the nine months ended September 30, 2026, compared to $16.5 billion for the same period in 2025, primarily due to higher realized crude oil prices in the oil and gas segment, higher marketing margins related to the timing of crude sales and natural gas transportation capacity optimization activities in the Permian, and higher sulfur prices at Al Hosn. These increases were partially offset by lower realized domestic natural gas prices and derivative losses on the crude oil collars in the oil and gas segment.
Interest and debt expense, net decreased to $618 million for the nine months ended September 30, 2026, compared to $847 million for the same period in 2025, primarily due to reduced long-term debt.
Income tax expense increased to $1.6 billion for the nine months ended September 30, 2026, compared to $848 million for the same period in 2025, primarily due to higher pre-tax income in the nine months ended September 30, 2026.
| SEGMENT RESULTS OF OPERATIONS | ||
OVERVIEW OF SEGMENT RESULTS
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 (including condensate), NGL, natural gas, CO2 and power; optimizes its transportation and storage capacity; and invests in entities that conduct similar activities, including WES. The midstream and marketing segment also includes the Company's low-carbon ventures businesses.
OIL AND GAS SEGMENT
The following table sets forth average daily sales volumes for oil and NGL in Mbbl and for natural gas in MMcf:
| Three months ended | Nine months ended | |||||||||||||
| September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | |||||||||||
| Sales Volumes per Day | ||||||||||||||
| Oil (Mbbl) | ||||||||||||||
| United States | 594 | 614 | 607 | 614 | ||||||||||
| International | 103 | 100 | 103 | 109 | ||||||||||
| NGL (Mbbl) | ||||||||||||||
| United States | 300 | 303 | 298 | 284 | ||||||||||
| International | 35 | 29 | 33 | 38 | ||||||||||
| Natural Gas (MMcf) | ||||||||||||||
| United States | 1,852 | 1,867 | 1,842 | 1,736 | ||||||||||
| International | 521 | 453 | 491 | 509 | ||||||||||
Total Sales Volumes (Mboe) (a) | 1,428 | 1,433 | 1,430 | 1,419 | ||||||||||
(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.
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Q3 2026 compared with Q2 2026
Average daily sales volumes were lower for the three months ended September 30, 2026, compared with the three months ended June 30, 2026, resulting from lower domestic volumes due to planned and unplanned maintenance at certain Gulf of America facilities and a third-party gas pipeline constraint.
First nine months of 2026 compared to the first nine months of 2025
Average daily sales volumes increased for the nine months ended September 30, 2026, compared with the same period in 2025, primarily due to development activity and new wells coming online in the Permian. These increases were partially offset by lower international sales volumes associated with disruptions resulting from conflicts in the Middle East and the impact of higher prices on production sharing contracts.
The following table presents the Company's average realized prices and average index prices for the periods presented:
| Three months ended | Nine months ended | ||||||||||||||||
| September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||||||
| Average Realized Prices | |||||||||||||||||
| United States | |||||||||||||||||
| Oil ($/Bbl) | $ | 85.93 | $ | 96.93 | $ | 84.45 | $ | 66.01 | |||||||||
| NGL ($/Bbl) | $ | 24.10 | $ | 23.79 | $ | 22.17 | $ | 21.46 | |||||||||
| Natural Gas ($/Mcf) | $ | 1.61 | $ | (1.48) | $ | 0.37 | $ | 1.74 | |||||||||
| International | |||||||||||||||||
| Oil ($/Bbl) | $ | 85.80 | $ | 95.83 | $ | 82.82 | $ | 69.03 | |||||||||
| NGL ($/Bbl) | $ | 29.11 | $ | 33.49 | $ | 28.45 | $ | 25.97 | |||||||||
| Natural Gas ($/Mcf) | $ | 2.00 | $ | 1.95 | $ | 1.96 | $ | 1.89 | |||||||||
| Total Worldwide | |||||||||||||||||
| Oil ($/Bbl) | $ | 85.91 | $ | 96.78 | $ | 84.21 | $ | 66.46 | |||||||||
| NGL ($/Bbl) | $ | 24.63 | $ | 24.64 | $ | 22.80 | $ | 21.99 | |||||||||
| Natural Gas ($/Mcf) | $ | 1.69 | $ | (0.80) | $ | 0.70 | $ | 1.78 | |||||||||
| Average Index Prices | |||||||||||||||||
| WTI oil ($/Bbl) | $ | 85.79 | $ | 92.79 | $ | 83.50 | $ | 66.70 | |||||||||
| Brent oil ($/Bbl) | $ | 91.62 | $ | 97.06 | $ | 88.87 | $ | 69.87 | |||||||||
| NYMEX gas ($/Mcf) | $ | 2.97 | $ | 2.89 | $ | 3.26 | $ | 3.53 | |||||||||
| Average Realized Prices as Percentage of Average Index Prices | |||||||||||||||||
| Worldwide oil as a percentage of average WTI | 100 | % | 104 | % | 101 | % | 100 | % | |||||||||
| Worldwide oil as a percentage of average Brent | 94 | % | 100 | % | 95 | % | 95 | % | |||||||||
| Worldwide NGL as a percentage of average WTI | 29 | % | 27 | % | 27 | % | 33 | % | |||||||||
| Domestic natural gas as a percentage of average NYMEX | 54 | % | (51) | % | 11 | % | 49 | % | |||||||||
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The following table analyzes the impacts of changes in average realized prices and sales volumes on the Company's domestic and international oil, NGL and natural gas revenues:
| Increase (Decrease) Related to | ||||||||||||||
| millions | Three months ended June 30, 2026 (b) | Price Realizations | Net Sales Volumes | Three months ended September 30, 2026 (b) | ||||||||||
| United States Revenue | ||||||||||||||
| Oil | $ | 5,417 | $ | (592) | $ | (128) | $ | 4,697 | ||||||
| NGL | 592 | 12 | 14 | $ | 618 | |||||||||
| Natural gas | (250) | 549 | (25) | $ | 274 | |||||||||
| Total | $ | 5,759 | $ | (31) | $ | (139) | $ | 5,589 | ||||||
| International Revenue | ||||||||||||||
Oil (a) | $ | 872 | $ | (70) | $ | 12 | $ | 814 | ||||||
| NGL | 89 | (15) | 21 | $ | 95 | |||||||||
| Natural gas | 81 | 3 | 12 | $ | 96 | |||||||||
| Total | $ | 1,042 | $ | (82) | $ | 45 | $ | 1,005 | ||||||
| Increase (Decrease) Related to | ||||||||||||||
| millions | Nine months ended September 30, 2025 (b) | Price Realizations | Net Sales Volumes | Nine months ended September 30, 2026 (b) | ||||||||||
| United States Revenue | ||||||||||||||
| Oil | $ | 11,050 | $ | 3,052 | $ | (115) | $ | 13,987 | ||||||
| NGL | 1,504 | 89 | 61 | 1,654 | ||||||||||
| Natural gas | 826 | (664) | 26 | 188 | ||||||||||
| Total | $ | 13,380 | $ | 2,477 | $ | (28) | $ | 15,829 | ||||||
| International Revenue | ||||||||||||||
Oil (a) | $ | 2,060 | $ | 302 | $ | (26) | $ | 2,336 | ||||||
| NGL | 270 | 21 | (33) | 258 | ||||||||||
| Natural gas | 263 | 12 | (15) | 260 | ||||||||||
| Total | $ | 2,593 | $ | 335 | $ | (74) | $ | 2,854 | ||||||
(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.
Q3 2026 compared with Q2 2026
Oil and gas segment earnings were $2.6 billion for the three months ended September 30, 2026, compared with $2.8 billion for the three months ended June 30, 2026. Excluding the impact of items affecting comparability, the decrease was primarily driven by lower realized crude oil prices, partially offset by higher realized domestic natural gas prices.
First nine months of 2026 compared to the first nine months of 2025
Oil and gas segment earnings were $6.4 billion for the nine months ended September 30, 2026, compared with $3.9 billion for the same period in 2025. Excluding the impact of items affecting comparability, the increase was primarily driven by higher realized crude oil prices, partially offset by lower realized domestic natural gas prices.
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MIDSTREAM AND MARKETING SEGMENT
Q3 2026 compared to Q2 2026
Midstream and marketing segment earnings for the three months ended September 30, 2026 were $55 million, compared to segment earnings of $1.3 billion for the three months ended June 30, 2026. Excluding the impact of items affecting comparability, third quarter results decreased due to lower gas margins due to the narrowing of the Waha-to-Gulf-Coast gas spreads in the third quarter and lower crude margins related to the timing impact of crude sales, partially offset by higher sulfur volumes and prices at Al Hosn.
First nine months of 2026 compared to the first nine months of 2025
Midstream and marketing segment earnings for the nine months ended September 30, 2026 were $1.3 billion, compared to segment earnings of $48 million for the same period in 2025. Excluding the impact of items affecting comparability, the increase reflected higher crude margins driven by the timing impact of crude sales and lower crude marketing transportation costs, higher gas margins from transportation capacity optimizations in the Permian, and higher sulfur prices at Al Hosn.
DISCONTINUED OPERATIONS, NET
Discontinued operations, net includes the results of OxyChem for all periods presented and the gain recognized upon closing the OxyChem Transaction on January 2, 2026. See Note 1 - General.
Select results for discontinued operations are reflected in the following table:
| Three months ended | Nine months ended | |||||||||||||
| millions | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | ||||||||||
| Income (loss) before income taxes | $ | (30) | $ | (76) | $ | 3,938 | $ | 514 | ||||||
| Income tax benefit (expense) | 10 | 72 | (839) | (133) | ||||||||||
| Income (loss) from discontinued operations, net of tax | $ | (20) | $ | (4) | $ | 3,099 | $ | 381 | ||||||
Income from discontinued operations, net of taxes of $3.1 billion increased for the nine months ended September 30, 2026, compared to $381 million for the same period in 2025. The increase was primarily due to the $3.1 billion gain recognized upon closing the OxyChem Transaction.
| INCOME TAXES | ||
The following table sets forth the calculation of the worldwide effective tax rate for income:
| Three months ended | Nine months ended | ||||||||||||||||
| millions, except percentages | September 30, 2026 | June 30, 2026 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Income before income taxes | $ | 2,395 | $ | 3,915 | $ | 6,700 | $ | 2,722 | |||||||||
| Income tax expense | |||||||||||||||||
| Domestic - federal and state | (427) | (663) | (1,109) | (343) | |||||||||||||
| International | (127) | (252) | (514) | (505) | |||||||||||||
| Total income tax expense | (554) | (915) | (1,623) | (848) | |||||||||||||
| Income from continuing operations | $ | 1,841 | $ | 3,000 | $ | 5,077 | $ | 1,874 | |||||||||
| Worldwide effective tax rate (continuing operations) | 23 | % | 23 | % | 24 | % | 31 | % | |||||||||
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
35
various forecasted items, including future commodity prices, capital expenditures, expenses for which tax benefits are not recognized and the geographic mix of pre-tax income and losses.
The worldwide effective tax rates for the periods presented in the table above are primarily driven by the Company's jurisdictional mix of income. U.S. income is taxed at a U.S. federal statutory rate of 21%, while international income is subject to tax at statutory rates as high as 55%.
| LIQUIDITY AND CAPITAL RESOURCES | ||
SOURCES AND USES OF CASH
As of September 30, 2026, the Company's sources of liquidity included $3.9 billion of cash and cash equivalents and $4.2 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 September 30, 2026.
Operating Cash Flows
Operating cash flow from continuing operations was $10.6 billion for the nine months ended September 30, 2026, compared to $7.2 billion for the nine months ended September 30, 2025. Operating cash flow from continuing operations for the nine months ended September 30, 2026 included $238 million in cash settlement payments related to crude oil collars. The increase, compared to the same period in 2025, was primarily due to higher net income in 2026 resulting from the significant increase in crude oil prices beginning in March 2026, higher natural gas margins from gas transportation capacity optimization in the marketing segment and higher sulfur prices at Al Hosn.
Operating cash flow used by discontinued operations was $1.4 billion for the nine months ended September 30, 2026, compared to operating cash flow from discontinued operations of $690 million for the nine months ended September 30, 2025. The change in operating cash flows from discontinued operations primarily reflected the January 2, 2026 divestiture of OxyChem and income tax payments made subsequent to the sale, compared to nine months of OxyChem operations in 2025.
Investing Cash Flows
The Company's net cash used by investing activities from continuing operations was $5.0 billion for the nine months ended September 30, 2026, compared to $3.2 billion for the nine months ended September 30, 2025. The year-over-year change was primarily due to $2.2 billion in proceeds from divestitures in the prior year.
Capital expenditures, the majority of which related to the oil and gas segment, were $4.5 billion for the nine months ended September 30, 2026, compared to $4.9 billion for the nine months ended September 30, 2025.
Cash flow provided by investing activities from discontinued operations was $9.4 billion for the nine months ended September 30, 2026, reflecting proceeds from the OxyChem Transaction.
Financing Cash Flows
The Company's net cash used by financing activities from continuing operations was $11.8 billion for the nine months ended September 30, 2026, which included $10.5 billion of payments of debt and $1.3 billion of payments of common and preferred cash dividends. See Note 3 - Long-Term Debt in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.
Net cash used by financing activities for the nine months ended September 30, 2025 was $3.9 billion, which included $3.6 billion of payments on long-term debt and $1.2 billion of payments of common and preferred cash dividends, partially offset by proceeds of approximately $890 million from the exercise of common stock warrants.
During the first nine months of 2026, outstanding debt decreased from approximately $20.4 billion at December 31, 2025 to approximately $10.0 billion at September 30, 2026. The corresponding annualized interest on outstanding debt decreased from approximately $1.24 billion to approximately $655 million, which is expected to reduce the Company's cash interest requirements in future periods.
As of the date of this filing, the Company is in compliance with all covenants in its financing agreements, and has no debt maturities due in 2026, $48 million in 2027, $14 million in 2028, $352 million in 2029, and $9.6 billion thereafter. The Company expects 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. Subsequent to September 30, 2026, but before the date of this filing, Occidental used cash on hand to repay the remaining $33 million of Zero Coupon senior notes due 2036.
The Company has provided financial assurances through a combination of cash, letters of credit and surety bonds. As of September 30, 2026, the Company had no outstanding letters of credit under the RCF.
For additional information, see Risk Factors in Part I, Item 1A of the Company's 2025 Form 10-K.
36
| ENVIRONMENTAL LIABILITIES AND EXPENDITURES | ||
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.
| LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES | ||
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For the nine months ended September 30, 2026, there were no material changes in the information required to be provided under Item 305 of Regulation S-K included under Item 7A, Quantitative and Qualitative Disclosures About Market Risk in the 2025 Form 10-K.
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 the Company's evaluation of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Occidental's President and Chief Executive Officer and Senior Vice President and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of September 30, 2026.
There has been no change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the nine months ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
37
Part II Other Information
Item 1. Legal Proceedings
The Company has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party and potential monetary sanctions are involved. For additional information regarding legal proceedings, see Note 8 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes to the risk factors included under Part I, Item 1A of the 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Occidental's share repurchase activities for the nine months ended September 30, 2026 were as follows:
| Period | Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs (millions) (b) | ||||||||||
| First Quarter 2026 | 1,382,767 | $ | 56.81 | — | ||||||||||
| Second Quarter 2026 | 636,556 | $ | 60.85 | — | ||||||||||
| July 1-31, 2026 | 217,643 | $ | 53.81 | — | ||||||||||
| August 1-31, 2026 | 450,892 | $ | 59.88 | — | ||||||||||
| September 1-30, 2026 | 830,522 | $ | 60.95 | — | ||||||||||
| Third Quarter 2026 | 1,499,057 | $ | 59.59 | — | ||||||||||
| Total 2026 | 3,518,380 | $ | 58.73 | — | $ | 1,223 | ||||||||
(a) Represents purchases from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs.
(b) Represents the value of shares remaining in Occidental's share repurchase plan. In February 2023, Occidental announced an authorization to repurchase up to $3.0 billion of Occidental's shares of common stock. The plan does not obligate Occidental to acquire any specific number of shares and may be discontinued at any time.
Item 5. Other Information
During the three months ended September 30, 2026, no director or Section 16 officer of Occidental adopted terminated
38
Item 6. Exhibits
| 10.1^* | Occidental Petroleum Corporation Savings Plan (Amended and Restated Effective as of October 1, 2026).† | |||||||
| 31.1* | Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1** | Certifications of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 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). | |||||||
^ Indicates a management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
† Appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted appendix upon request by the SEC.
39
| 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 | ||||||||
| November 9, 2026 | /s/ Christopher O. Champion | |||||||
| Christopher O. Champion | ||||||||
| Vice President, Chief Accounting Officer and Controller | ||||||||
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