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Watchlist
Account
Occidental Petroleum
OXY
#451
Rank
S$71.49 B
Marketcap
๐บ๐ธ
United States
Country
S$71.52
Share price
-0.23%
Change (1 day)
27.33%
Change (1 year)
๐ข Oil&Gas
โก Energy
Categories
Occidental Petroleum Corporation
is an international US company engaged in the exploration and production of oil and gas.
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Stock Splits
Dividends
Dividend yield
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Annual Reports
Annual Reports (10-K)
Sustainability Reports
Occidental Petroleum
Quarterly Reports (10-Q)
Financial Year FY2026 Q2
Occidental Petroleum - 10-Q quarterly report FY2026 Q2
Text size:
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number
1-9210
_____________________
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
95-4035997
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
5 Greenway Plaza
,
Suite 110
Houston,
Texas
77046
(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
Common Stock, $0.20 par value
OXY
New York Stock Exchange
Warrants to Purchase Common Stock, $0.20 par value
OXY WS
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ
Yes
☐
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
þ
Yes
☐
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
þ
Accelerated Filer
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
þ
No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
Outstanding as of July 31, 2026
Common Stock, $0.20 par value
999,637,371
TABLE OF CONTENTS
PAGE
Part I - Financial Information
Item 1.
Financial Statements (unaudited)
Consolidated Condensed Balance Sheets —
June 30, 2026
and
December 31, 2025
2
Consolidated Condensed Statements of Operations —
Three and six months ended June 30, 2026
and
2025
3
Consolidated Condensed Statements of Comprehensive Income —
Three and six months ended June 30, 2026
and
2025
4
Consolidated Condensed Statements of Equity —
Three and six months ended June 30, 2026
and
2025
5
Consolidated Condensed Statements of Cash Flows —
Six months ended June 30, 2026 and 2025
7
Notes to Consolidated Condensed Financial Statements
Note 1—General
8
Note
2
—Revenue
10
Note 3—Long-Term Deb
t
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
35
Environmental Liabilities and Expenditures
36
Lawsuits, Claims, Commitments and Contingencies
36
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
37
Item 4.
Controls and Procedures
37
Part II - Other Information
Item 1.
Legal Proceedings
37
Item 1A.
Risk Factors
37
Item 2.
Unregistered Sales of Equity Securities
and Use of Proceeds
37
Item 5. Other Information
37
Item 6.
Exhibits
38
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
CO
2
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
IAC
Items Affecting Comparability
LOE
Lease operating expense
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 2, 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
June 30, 2026
December 31, 2025
ASSETS
Cash and cash equivalents
$
4,150
$
1,968
Trade receivables, net of reserves
3,142
2,575
Joint interest receivables
902
684
Inventories
2,185
1,823
Other current assets
753
601
Current assets held for sale
—
1,176
Total current assets
11,132
8,827
Property, plant and equipment, gross
134,409
137,753
Accumulated depreciation, depletion and amortization
(
71,809
)
(
74,110
)
Total property, plant and equipment, net
62,600
63,643
Operating lease assets
829
908
Investments in unconsolidated entities
2,569
2,475
Non-current assets held for sale
—
5,344
Other long-term assets
3,228
2,989
Total non-current assets
6,626
11,716
TOTAL ASSETS
$
80,358
$
84,186
LIABILITIES
Current maturities of long-term debt
$
203
$
1,773
Accounts payable
3,572
3,285
Accrued liabilities
4,117
3,592
Liabilities held for sale
—
778
Total current liabilities
7,892
9,428
Long-term debt, net
13,540
20,623
Deferred income taxes, net
5,671
5,636
Asset retirement obligations
3,656
4,172
Non-current liabilities held for sale
—
418
Other deferred credits and liabilities
7,218
7,311
Total deferred credits and other liabilities
16,545
17,537
EQUITY
Preferred stock, at $
1.00
per share par value, issued shares: 2026 —
84,897
and 2025 —
84,897
8,287
8,287
Common stock, at $
0.20
per share par value, authorized shares:
1.5
billion, issued shares: 2026 —
1,230,039,058
and 2025 —
1,214,337,600
246
243
Treasury stock: 2026 —
230,330,507
shares and 2025 —
228,311,184
shares
(
15,714
)
(
15,597
)
Additional paid-in capital
21,386
21,008
Retained earnings
27,350
21,891
Accumulated other comprehensive income
191
202
Total stockholders' equity
41,746
36,034
Noncontrolling interest
635
564
Total equity
42,381
36,598
TOTAL LIABILITIES AND EQUITY
$
80,358
$
84,186
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 June 30,
Six months ended June 30,
millions, except per-share amounts
2026
2025
2026
2025
REVENUES AND OTHER INCOME
Net sales
$
8,065
$
5,258
$
13,295
$
10,962
Interest, dividends and other income
82
48
163
101
Gains (losses) on sales of assets and other, net
180
(
5
)
(
22
)
(
24
)
Total
8,327
5,301
13,436
11,039
COSTS AND OTHER DEDUCTIONS
Oil and gas lease operating expense
1,117
1,135
2,235
2,352
Transportation and gathering expense
463
448
884
900
General and administrative expense
262
257
507
498
Other operating and non-operating expense
332
445
688
771
Taxes other than on income
342
269
601
533
Depreciation, depletion and amortization
1,847
1,823
3,641
3,627
Asset impairments and other charges
38
—
158
—
Acquisition-related costs
—
6
—
12
Exploration expense
37
83
147
138
Interest and debt expense, net
108
271
540
581
Total
4,546
4,737
9,401
9,412
Income before income taxes and other items
3,781
564
4,035
1,627
OTHER ITEMS
Income (loss) from equity investments and other
134
(
4
)
270
110
Total
134
(
4
)
270
110
Income before income taxes
3,915
560
4,305
1,737
Income tax expense
(
915
)
(
222
)
(
1,069
)
(
569
)
Income from continuing operations
3,000
338
3,236
1,168
Discontinued operations, net of tax
(
4
)
130
3,119
245
NET INCOME
2,996
468
6,355
1,413
Less: Net income attributable to noncontrolling interest
(
19
)
(
10
)
(
33
)
(
19
)
Less: Preferred stock dividends
(
170
)
(
170
)
(
340
)
(
340
)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
2,807
$
288
$
5,982
$
1,054
PER COMMON SHARE
Income from continuing operations—basic
$
2.80
$
0.14
$
2.86
$
0.80
Discontinued operations—basic
—
0.13
3.12
0.26
Net income attributable to common stockholders—basic
$
2.80
$
0.27
$
5.98
$
1.06
Income from continuing operations—diluted
$
2.76
$
0.13
$
2.82
$
0.78
Discontinued operations—diluted
(
0.01
)
0.13
3.07
0.25
Net income attributable to common stockholders—diluted
$
2.75
$
0.26
$
5.89
$
1.03
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 June 30,
Six months ended June 30,
millions
2026
2025
2026
2025
Net income
$
2,996
$
468
$
6,355
$
1,413
Other comprehensive income (loss) items:
Gains (losses) on derivatives
—
(
8
)
3
(
11
)
Pension and postretirement losses
(
3
)
(
2
)
(
19
)
(
5
)
Other
—
4
5
1
Other comprehensive loss, net of tax
(
3
)
(
6
)
(
11
)
(
15
)
Comprehensive income
2,993
462
6,344
1,398
Comprehensive income attributable to noncontrolling interest
(
19
)
(
10
)
(
33
)
(
19
)
Comprehensive income attributable to preferred and common stockholders
$
2,974
$
452
$
6,311
$
1,379
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 (Loss)
Noncontrolling interest
Total Equity
Balance as of March 31, 2025
$
8,287
$
234
$
(
15,597
)
$
19,892
$
21,726
$
170
$
393
$
35,105
Net income
—
—
—
—
458
—
10
468
Other comprehensive loss, net
of tax
—
—
—
—
—
(
6
)
—
(
6
)
Dividends on common stock, $
0.24
per share
—
—
—
—
(
238
)
—
—
(
238
)
Dividends on preferred stock, $
2,000
per share
—
—
—
—
(
170
)
—
—
(
170
)
Shareholder warrants exercised
—
9
—
884
—
—
—
893
Issuance of common stock and
other, net of cancellations
—
—
—
73
—
—
—
73
Noncontrolling interest contributions
—
—
—
—
—
—
51
51
Balance as of June 30, 2025
$
8,287
$
243
$
(
15,597
)
$
20,849
$
21,776
$
164
$
454
$
36,176
Equity Attributable to Common Stock
millions, except per-share amounts
Preferred Stock
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Noncontrolling interest
Total Equity
Balance as of March 31, 2026
$
8,287
$
244
$
(
15,676
)
$
21,077
$
24,806
$
194
$
628
$
39,560
Net income
—
—
—
—
2,977
—
19
2,996
Other comprehensive loss, net
of tax
—
—
—
—
—
(
3
)
—
(
3
)
Dividends on common stock,
$
0.26
per share
—
—
—
—
(
263
)
—
—
(
263
)
Dividends on preferred stock,
$
2,000
per share
—
—
—
—
(
170
)
—
—
(
170
)
Shareholder warrants exercised
—
2
—
195
—
—
—
197
Options exercised
—
—
—
3
—
—
—
3
Issuance of common stock and
other, net of cancellations
—
—
—
111
—
—
—
111
Purchases of treasury stock
—
—
(
38
)
—
—
—
—
(
38
)
Noncontrolling interest distributions
—
—
—
—
—
—
(
12
)
(
12
)
Balance as of June 30, 2026
$
8,287
$
246
$
(
15,714
)
$
21,386
$
27,350
$
191
$
635
$
42,381
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 (Loss)
Noncontrolling interest
Total Equity
Balance as of December 31, 2024
$
8,287
$
233
$
(
15,597
)
$
19,868
$
21,189
$
179
$
321
$
34,480
Net income
—
—
—
—
1,394
—
19
1,413
Other comprehensive loss, net of tax
—
—
—
—
—
(
15
)
—
(
15
)
Dividends on common stock,
$
0.48
per share
—
—
—
—
(
467
)
—
—
(
467
)
Dividends on preferred stock,
$
4,000
per share
—
—
—
—
(
340
)
—
—
(
340
)
Shareholder warrants exercised
—
9
—
887
—
—
—
896
Issuance of common stock and
other, net of cancellations
—
1
—
94
—
—
—
95
Noncontrolling interest contributions
—
—
—
—
—
—
114
114
Balance as of June 30, 2025
$
8,287
$
243
$
(
15,597
)
$
20,849
$
21,776
$
164
$
454
$
36,176
Equity Attributable to Common Stock
millions, except per-share amounts
Preferred Stock
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Noncontrolling interest
Total Equity
Balance as of December 31, 2025
$
8,287
$
243
$
(
15,597
)
$
21,008
$
21,891
$
202
$
564
$
36,598
Net income
—
—
—
—
6,322
—
33
6,355
Other comprehensive loss, net of tax
—
—
—
—
—
(
11
)
—
(
11
)
Dividends on common stock,
$
0.52
per share
—
—
—
—
(
523
)
—
—
(
523
)
Dividends on preferred stock,
$
4,000
per share
—
—
—
—
(
340
)
—
—
(
340
)
Shareholder warrants exercised
—
3
—
273
—
—
—
276
Options exercised
—
—
—
9
—
—
—
9
Issuance of common stock and
other, net of cancellations
—
—
—
96
—
—
—
96
Purchases of treasury stock
—
—
(
117
)
—
—
—
—
(
117
)
Noncontrolling interest contributions, net
—
—
—
—
—
—
38
38
Balance as of June 30, 2026
$
8,287
$
246
$
(
15,714
)
$
21,386
$
27,350
$
191
$
635
$
42,381
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
Six months ended June 30,
millions
2026
2025
CASH FLOW FROM OPERATING ACTIVITIES
Net income
$
6,355
$
1,413
Adjustments to reconcile net income to net cash provided by operating activities:
Discontinued operations, net
(
3,119
)
(
245
)
Depreciation, depletion and amortization of assets
3,641
3,627
Deferred income tax provision (benefit)
757
(
137
)
Asset impairments and other charges
105
—
Losses on sales of assets and other, net
22
24
Other noncash charges to income
100
497
Changes in operating assets and liabilities:
(Increase) decrease in trade receivables
(
566
)
121
(Increase) decrease in inventories
(
334
)
286
(Increase) decrease in joint interest receivables and other current assets
(
172
)
26
Decrease in accounts payable and accrued liabilities
(
314
)
(
658
)
Increase (decrease) in current domestic and foreign income taxes
3
(
193
)
Operating cash flow from continuing operations
6,478
4,761
Operating cash flow from discontinued operations, net of taxes
(
926
)
347
Net cash provided by operating activities
5,552
5,108
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures
(
3,143
)
(
3,387
)
Change in capital accrual
(
65
)
26
Purchases of assets, businesses and equity investments, net
(
94
)
(
108
)
Proceeds from sales of assets, net
71
1,450
Equity investments and other, net
(
164
)
(
149
)
Investing cash flow from continuing operations
(
3,395
)
(
2,168
)
Investing cash flow from discontinued operations
9,461
(
562
)
Net cash provided (used) by investing activities
6,066
(
2,730
)
CASH FLOW FROM FINANCING ACTIVITIES
Payments of debt
(
8,695
)
(
2,280
)
Cash dividends paid on common and preferred stock
(
839
)
(
778
)
Proceeds from issuance of common stock
295
931
Purchases of treasury stock
(
117
)
—
Contributions from noncontrolling interest, net
38
114
Other financing, net
(
158
)
(
158
)
Financing cash flow from continuing operations
(
9,476
)
(
2,171
)
Financing cash flow from discontinued operations
—
(
4
)
Net cash used by financing activities
(
9,476
)
(
2,175
)
Increase in cash, cash equivalents, restricted cash and restricted cash equivalents
2,142
203
Cash, cash equivalents, restricted cash and restricted cash equivalents — beginning of period
2,046
2,157
Cash, cash equivalents, restricted cash and restricted cash equivalents — end of period
$
4,188
$
2,360
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 six months ended June 30, 2026 and 2025 and the Company
'
s financial position as of June 30, 2026 and December 31, 2025. The income and cash flows for the periods ended June 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 June 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 June 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 June 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 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.
The Company has determined that the appropriate methodology for attributing income and loss from the joint venture is the Hypothetical Liquidation at Book Value method.
As of June 30, 2026, the joint venture's assets were comprised of $
1.3
billion construction in progress. Noncontrolling interest as of June 30, 2026 was $
635
million. In the
six months ended June 30, 2026, contributions of
$
50
million from BlackRock were netted with $
12
million in distributions to BlackRock.
CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents or restricted cash equivalents.
The cash equivalents and restricted cash equivalents balances for the periods presented include investments in government money market funds in which the carrying value approximates fair value.
The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents as reported in the Consolidated Condensed Statements of Cash Flows as of:
millions
June 30, 2026
June 30, 2025
Cash and cash equivalents
$
4,150
$
2,314
Cash and cash equivalents included in assets held for sale
—
12
Restricted cash and restricted cash equivalents included in other current assets
19
16
Restricted cash and restricted cash equivalents included in other long-term assets
19
18
Cash, cash equivalents, restricted cash and restricted cash equivalents
$
4,188
$
2,360
RECEIVABLES AND OTHER CURRENT ASSETS
Trade receivables, net of reserves, were $
3.1
billion and $
2.6
billion as of June 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
Six months ended June 30, 2026
Six months ended June 30, 2025
Income tax payments
$
514
$
877
Income tax refunds received
$
(
1
)
$
(
3
)
Interest paid
(a)
$
523
$
681
(a)
Net of capitalized interest of $
103
million and $
88
million for the six months ended June 30, 2026 and 2025, respectively.
9
INVENTORIES
Materials and supplies are valued at weighted-average cost and are reviewed periodically for obsolescence. Commodity inventory primarily represents oil, which is carried at the lower of weighted-average cost or net realizable value.
Inventories consisted of the following as of:
millions
June 30, 2026
December 31, 2025
Materials and supplies
$
1,270
$
1,222
Commodity inventory
915
601
Total
$
2,185
$
1,823
ACCRUED LIABILITIES - CURRENT
Accrued liabilities - current consisted of the following as of:
millions
June 30, 2026
December 31, 2025
Income tax payable
$
849
$
159
Payroll and related expenses
472
620
Taxes other than on income
467
498
Accrued interest payable
233
386
Dividends payable
408
383
Asset retirement obligations
400
381
Operating lease liabilities
378
350
Other
910
815
Total
$
4,117
$
3,592
OTHER LONG-TERM LIABILITIES
Other long-term liabilities consisted of the following as of:
millions
June 30, 2026
December 31, 2025
Long-term tax liabilities
$
2,472
$
2,393
Environmental remediation liabilities
1,702
1,719
Pension and postretirement obligations
937
985
Operating lease liabilities
505
605
Other
1,602
1,609
Total
$
7,218
$
7,311
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
Six months ended
millions
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Revenue from customers
$
7,053
$
5,163
$
12,622
$
10,976
All other revenues
(a)
1,012
95
673
(
14
)
Net sales
$
8,065
$
5,258
$
13,295
$
10,962
(a)
Includes other net revenues from the midstream and marketing segment.
10
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 June 30, 2026
Oil and gas
Oil
$
5,417
$
872
$
—
$
6,289
NGL
592
89
—
681
Gas
(
250
)
81
—
(
169
)
Other
(
26
)
2
—
(
24
)
Segment total
$
5,733
$
1,044
$
—
$
6,777
Midstream and marketing
$
154
$
265
$
—
$
419
Eliminations
$
—
$
—
$
(
143
)
$
(
143
)
Consolidated
$
5,887
$
1,309
$
(
143
)
$
7,053
millions
United States
International
Eliminations
Total
Three months ended June 30, 2025
Oil and gas
Oil
$
3,456
$
690
$
—
$
4,146
NGL
457
86
—
543
Gas
205
88
—
293
Other
26
1
—
27
Segment total
$
4,144
$
865
$
—
$
5,009
Midstream and marketing
$
134
$
161
$
—
$
295
Eliminations
$
—
$
—
$
(
141
)
$
(
141
)
Consolidated
$
4,278
$
1,026
$
(
141
)
$
5,163
11
millions
United States
International
Eliminations
Total
Six months ended June 30, 2026
Oil and gas
Oil
$
9,290
$
1,522
$
—
$
10,812
NGL
1,036
163
—
1,199
Gas
(
86
)
164
—
78
Other
(
2
)
4
—
2
Segment total
$
10,238
$
1,853
$
—
$
12,091
Midstream and marketing
$
275
$
541
$
—
$
816
Eliminations
$
—
$
—
$
(
285
)
$
(
285
)
Consolidated
$
10,513
$
2,394
$
(
285
)
$
12,622
millions
United States
International
Eliminations
Total
Six months ended June 30, 2025
Oil and gas
Oil
$
7,286
$
1,365
$
—
$
8,651
NGL
1,035
182
—
1,217
Gas
586
172
—
758
Other
64
2
—
66
Segment total
$
8,971
$
1,721
$
—
$
10,692
Midstream and marketing
$
278
$
299
$
—
$
577
Eliminations
$
—
$
—
$
(
293
)
$
(
293
)
Consolidated
$
9,249
$
2,020
$
(
293
)
$
10,976
12
NOTE 3 - LONG-TERM DEBT
The Company's debt consisted of the following as of:
millions
June 30, 2026
December 31, 2025
Two
-year term loan due 2026 (
5.475
% as of December 31, 2025)
—
1,280
3.200
% senior notes due 2026
—
182
7.500
% debentures due 2026
—
112
8.500
% senior notes due 2027
—
489
3.000
% senior notes due 2027
—
216
7.125
% debentures due 2027
—
150
7.000
% debentures due 2027
48
48
5.000
% senior notes due 2027
—
600
6.625
% debentures due 2028
14
14
7.150
% debentures due 2028
—
232
7.200
% senior debentures due 2028
—
82
6.375
% senior notes due 2028
—
578
7.200
% debentures due 2029
135
135
7.950
% debentures due 2029
102
116
8.450
% senior notes due 2029
116
116
3.500
% senior notes due 2029
—
286
5.200
% senior notes due 2029
—
1,200
Variable rate bonds due 2030
68
68
8.875
% senior notes due 2030
1,000
1,000
6.625
% senior notes due 2030
856
1,449
6.125
% senior notes due 2031
293
1,143
7.500
% senior notes due 2031
900
900
7.875
% senior notes due 2031
500
500
5.375
% senior notes due 2032
748
1,000
5.550
% senior notes due 2034
808
1,200
6.450
% senior notes due 2036
1,727
1,727
Zero Coupon senior notes due 2036
33
285
0.000
% loan due 2039 (CAD denominated)
15
17
4.300
% senior notes due 2039
247
247
7.950
% senior notes due 2039
325
325
6.200
% senior notes due 2040
716
737
4.500
% senior notes due 2044
184
191
4.625
% senior notes due 2045
258
296
6.600
% senior notes due 2046
986
1,117
4.400
% senior notes due 2046
291
424
4.100
% senior notes due 2047
224
258
4.200
% senior notes due 2048
222
304
4.400
% senior notes due 2049
245
280
6.050
% senior notes due 2054
634
1,000
7.730
% debentures due 2096
58
58
7.500
% debentures due 2096
60
60
7.250
% debentures due 2096
5
5
Total borrowings at face value
$
11,818
$
20,427
13
The following table summarizes the Company's outstanding debt, including finance lease liabilities, as of:
millions
June 30, 2026
December 31, 2025
Total borrowings at face value
$
11,818
$
20,427
Adjustments to book value:
Unamortized premium, net
1,030
1,054
Debt issuance costs
(
48
)
(
84
)
Net book value of debt
$
12,800
$
21,397
Long-term finance leases
741
801
Current finance leases
202
198
Total debt and finance leases
$
13,743
$
22,396
Less: current finance leases
(
202
)
(
198
)
Less: current maturities of long-term debt
(
1
)
(
1,575
)
Long-term debt, net
$
13,540
$
20,623
14
DEBT REDUCTION ACTIVITY
In the six months ended June 30, 2026, the Company utilized after-tax proceeds from the OxyChem Transaction and excess free cash flow to repay debt of $
8.6
billion, which resulted in a loss on extinguishment of $
190
million.
The following table summarizes the Company's debt extinguishment in the six months ended June 30, 2026:
millions
Borrowings at face value
Total borrowings at face value as of December 31, 2025
$
20,427
Repayments
Two
-year term loan due 2026
(
1,280
)
3.200
% senior notes due 2026
(
182
)
7.500
% debentures due 2026
(
112
)
3.000
% senior notes due 2027
(
216
)
5.000
% senior notes due 2027
(
600
)
7.125
% debentures due 2027
(
150
)
8.500
% senior notes due 2027
(
489
)
6.375
% senior notes due 2028
(
578
)
7.150
% debentures due 2028
(
232
)
7.200
% senior debentures due 2028
(
82
)
3.500
% senior notes due 2029
(
286
)
5.200
% senior notes due 2029
(
1,200
)
7.950
% debentures due 2029
(
14
)
6.625
% senior notes due 2030
(
594
)
6.125
% senior notes due 2031
(
850
)
5.375
% senior notes due 2032
(
252
)
5.550
% senior notes due 2034
(
391
)
Zero Coupon senior notes due 2036
(
252
)
0.000
% loan due 2039 (CAD denominated)
(
1
)
4.300
% senior notes due 2039
(
1
)
6.200
% senior notes due 2040
(
22
)
4.500
% senior notes due 2044
(
7
)
4.625
% senior notes due 2045
(
38
)
6.600
% senior notes due 2046
(
130
)
4.400
% senior notes due 2046
(
133
)
4.100
% senior notes due 2047
(
33
)
4.200
% senior notes due 2048
(
82
)
4.400
% senior notes due 2049
(
36
)
6.050
% senior notes due 2054
(
366
)
Total repayments
$
(
8,609
)
Total borrowings at face value as of June 30, 2026
$
11,818
FAIR VALUE OF DEBT
The estimated fair value of the Company's principal debt as of June 30, 2026 and December 31, 2025, the majority of which was classified as Level 1, was $
12.2
billion and $
20.8
billion, respectively.
15
NOTE 4 - ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS
ACQUISITIONS AND DIVESTITURES
During the second quarter of 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 $
230
million primarily attributable to the processing plants for the first six months of 2026.
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. The OxyChem Transaction marks 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
$
9,700
Closing adjustments:
Working capital adjustment
(
158
)
Post-close adjustments
(
70
)
Total cash sales price
$
9,472
The following table presents the amounts reported in discontinued operations, net of income taxes, for the following:
Three months ended
Six months ended
millions
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Revenues and other income
Net sales
$
—
$
1,156
$
26
$
2,255
Interest, dividends and other income
12
(
4
)
12
2
Gains (losses) on sales of assets and other, net
(
36
)
3
4,036
3
Total revenues and other income
(
24
)
1,155
4,074
2,260
Costs and other deductions
Chemical cost of sales
—
808
23
1,570
General and administrative expense
5
27
9
53
Other operating and non-operating expense
47
52
75
118
Depreciation, depletion and amortization
—
113
—
226
Other expense, net
—
5
—
13
Total costs and other deductions
52
1,005
107
1,980
Income (loss) before income taxes and other items
(
76
)
150
3,967
280
Income from equity investments and other
—
28
1
53
Income (loss) before income taxes
(
76
)
178
3,968
333
Income tax benefit (expense)
72
(
48
)
(
849
)
(
88
)
Income (loss) from discontinued operations, net of tax
$
(
4
)
$
130
$
3,119
$
245
The effective tax rate for discontinued operations was
21
% and
26
% for the six months ended June 30, 2026 and 2025, respectively.
16
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.
MARKETING DERIVATIVES
The Company's marketing of derivative instruments includes short-duration physical and financial forward contracts. As of June 30, 2026, the weighted-average settlement price of these forward contracts was $
82.03
per barrel and $
2.29
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)
June 30, 2026
December 31, 2025
Oil commodity contracts
Volume (MMbbl)
(
52
)
(
59
)
Natural gas commodity contracts
Volume (Bcf)
(
307
)
(
189
)
17
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
June 30, 2026
Marketing Derivatives
Other current assets
$
2,261
$
416
$
—
$
(
2,385
)
$
292
Other long-term assets
2
—
—
(
2
)
—
Accrued liabilities
(
2,140
)
(
279
)
—
2,385
(
34
)
Deferred credits and other liabilities - other
(
2
)
—
—
2
—
Crude Collars
Accrued liabilities
(
31
)
—
—
—
(
31
)
December 31, 2025
Marketing Derivatives
Other current assets
$
345
$
51
$
—
$
(
328
)
$
68
Accrued liabilities
(
336
)
(
24
)
—
328
(
32
)
(a)
These amounts do not include collateral. The Company netted $
71
million of collateral received from brokers against derivative assets as of June 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.
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
Six months ended
Income Statement Classification
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Marketing derivatives (included in net sales)
$
908
$
97
$
910
$
(
10
)
Crude collars (included in net sales)
$
105
$
—
$
(
234
)
$
—
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.
18
NOTE 6 - INCOME TAXES
The following table summarizes components of income tax expense:
Three months ended
Six months ended
millions
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Income before income taxes
$
3,915
$
560
$
4,305
$
1,737
Current
Federal
19
(
57
)
29
(
387
)
State and Local
(
5
)
(
4
)
(
3
)
(
17
)
Foreign
(
222
)
(
173
)
(
338
)
(
302
)
Total current tax expense
$
(
208
)
$
(
234
)
$
(
312
)
$
(
706
)
Deferred
Federal
(
650
)
39
(
678
)
178
State and Local
(
27
)
(
1
)
(
30
)
3
Foreign
(
30
)
(
26
)
(
49
)
(
44
)
Total deferred tax benefit (expense)
$
(
707
)
$
12
$
(
757
)
$
137
Total income tax expense
Federal
(
631
)
(
18
)
(
649
)
(
209
)
State and Local
(
32
)
(
5
)
(
33
)
(
14
)
Foreign
(
252
)
(
199
)
(
387
)
(
346
)
Total income tax expense
$
(
915
)
$
(
222
)
$
(
1,069
)
$
(
569
)
Income from continuing operations
$
3,000
$
338
$
3,236
$
1,168
Worldwide effective tax rate
23
%
40
%
25
%
33
%
The worldwide effective tax rates for the periods presented in the table above were primarily driven by the Company's jurisdictional mix of income from continuing operations. 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%.
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, including Environmental Resource Holdings, LLC (ERH), 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 and midstream businesses 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 June 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 June 30, 2026
as of December 31, 2025
Continuing Operations
Discontinued
Operations
Total
Continuing Operations
Discontinued Operations
Total
Current Portion:
Accrued liabilities
$
55
$
96
$
151
$
55
$
96
$
151
Non-Current Portion:
Other deferred credits and liabilities
135
1,567
1,702
141
1,578
1,719
Total current and non-current
$
190
$
1,663
$
1,853
$
196
$
1,674
$
1,870
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.
June 30, 2026
millions, except number of sites
Number of Sites
Remediation Balance
NPL Sites
29
$
1,367
Third-Party Sites
68
247
Currently Operated Sites
3
25
Closed or Non-operated Sites
49
214
Total
149
$
1,853
As of June 30, 2026, environmental remediation liabilities of Occidental subsidiaries exceeded $
10
million each at
15
of the
149
sites described above, and
85
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.
20
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, many of which are performed by Glenn Springs Holdings, Inc.
OU1 –
80 and 120 Lister Avenue in Newark, New Jersey:
Glenn Springs Holdings, Inc. currently performs maintenance and monitoring for the interim remedy of OU1 pursuant to a 1990 Consent Decree for which such subsidiary inherited legal responsibility. 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. The EPA has estimated the cost to remediate OU2 to be approximately $
1.4
billion.
OU3 –
Newark Bay Study Area, including Newark Bay and portions of the Hackensack River, Arthur Kill, and Kill van Kull: A remedial investigation and feasibility study of OU3 was launched pursuant to a 2004 AOC which was amended in 2010. An Occidental subsidiary is currently performing feasibility study activities in OU3.
OU4 –
The
17
-mile Lower Passaic River Study Area, comprising OU2 and the Upper
9
Miles of the Lower Passaic River: In September 2021, the EPA issued a ROD selecting an interim remedy for the portion of OU4 that excludes OU2 and is located upstream from the Lister Avenue Plant site for which an Occidental subsidiary inherited legal responsibility. In March 2023, the EPA issued a Unilateral Administrative Order in which it directed and ordered such 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 U.S. District Court for the District of New Jersey (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
ten
to
twenty years
, or more.
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.
While the remedies for OU2 and OU4 are expected to take
ten
to
twenty years
to complete, 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
21
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, including appeal, a reserve has also been accrued for design and implementation of remedies selected in the OU2 ROD and AOC, and the OU4 ROD and OU4 Unilateral Administrative Order, based on the December 2024 Order of the District Court approving the Amended Consent Decree described above, which Order is currently being appealed.
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 June 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.
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 for U.S. federal income tax purposes have been audited by the IRS pursuant to its Compliance Assurance Program and subsequent taxable years are currently under review. Tax years through 2018 have been audited for state income tax purposes. There are no outstanding significant audit matters in international jurisdictions. During the course of tax audits, disputes have arisen and other disputes may arise as to facts and matters of law.
22
The IRS is currently reviewing the legal entity reorganization transaction as part of the Company's 2022 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 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 June 30, 2026 totaled approximately $
2.4
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 June 30, 2026, the Company would be required to repay approximately $
1.4
billion in federal and state taxes and accrued interest of $
1.0
billion. A liability for the taxes and interest is included in other liabilities.
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
Six months ended
millions except per-share amounts
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Income from continuing operations
$
3,000
$
338
$
3,236
$
1,168
Discontinued operations, net of taxes
(
4
)
130
3,119
245
Net income
$
2,996
$
468
$
6,355
$
1,413
Less: Income attributable to noncontrolling interest
(
19
)
(
10
)
(
33
)
(
19
)
Less: Preferred stock dividends
(
170
)
(
170
)
(
340
)
(
340
)
Net income attributable to common stock
$
2,807
$
288
$
5,982
$
1,054
Less: Incremental fair value for warrants inducement
—
(
25
)
—
(
25
)
Less: Net income allocated to participating securities
(
20
)
(
2
)
(
37
)
(
7
)
Net income, net of participating securities
$
2,787
$
261
$
5,945
$
1,022
Weighted-average number of basic shares
997.1
985.1
993.7
963.5
Basic income per common share
$
2.80
$
0.27
$
5.98
$
1.06
Net income attributable to common stock
$
2,807
$
288
$
5,982
$
1,054
Less: Incremental fair value for warrants inducement
—
(
25
)
—
(
25
)
Less: Net income allocated to participating securities
(
19
)
(
2
)
(
37
)
(
7
)
Net income, net of participating securities
$
2,788
$
261
$
5,945
$
1,022
Weighted-average number of basic shares
997.1
985.1
993.7
963.5
Dilutive securities
15.1
25.3
16.1
33.5
Total diluted weighted-average common shares
1,012.2
1,010.4
1,009.8
997.0
Diluted income per common share
$
2.75
$
0.26
$
5.89
$
1.03
Anti-dilutive securities excluded from diluted shares (millions)
83.9
84.2
83.9
83.9
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
986,026,416
First Quarter 2026
3,609,243
2,939,668
(
1,382,767
)
991,192,560
Second Quarter 2026
8,929,988
222,559
(
636,556
)
999,708,551
Total
12,539,231
3,162,227
(
2,019,323
)
999,708,551
(a)
$
276
million of cash was received in the first six 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.
(c)
Includes purchases from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs.
As of June 30, 2026, Occidental had
17.9
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.
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.
24
NOTE 10 - SEGMENTS
The Company conducts its operations through
two
segments: oil and gas and midstream and marketing. Income taxes, interest income, interest expense, environmental remediation expenses and unallocated corporate expenses are included under corporate and eliminations. Intersegment sales eliminate upon consolidation and are made at prices that approximate market. Identifiable assets are those assets used in the operations of the segments. Corporate assets consist of cash and restricted cash, certain corporate receivables and PP&E.
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
Six months ended
millions
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Segment income (losses) from continuing operations before taxes
Oil and gas segment
$
2,849
$
934
$
3,866
$
2,631
Midstream and marketing segment
1,338
39
1,251
(
33
)
Corporate and eliminations
(
164
)
(
142
)
(
272
)
(
280
)
Interest and debt expense, net
(
108
)
(
271
)
(
540
)
(
581
)
Income from continuing operations before income taxes
$
3,915
$
560
$
4,305
$
1,737
Income tax expense
(
915
)
(
222
)
(
1,069
)
(
569
)
Income from continuing operations
$
3,000
$
338
$
3,236
$
1,168
Discontinued operations, net of tax
(
4
)
130
3,119
245
Net income
$
2,996
$
468
$
6,355
$
1,413
Less: Net income attributable to noncontrolling interest
(
19
)
(
10
)
(
33
)
(
19
)
Less: Preferred stock dividends
(
170
)
(
170
)
(
340
)
(
340
)
Net income attributable to common stockholders
$
2,807
$
288
$
5,982
$
1,054
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
Six months ended
millions
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Revenues and other income
Net sales
(a)
$
6,882
$
5,009
$
11,857
$
10,692
Losses on sale of assets and other, net
(
13
)
(
2
)
(
42
)
(
8
)
Total
$
6,869
$
5,007
$
11,815
$
10,684
Significant segment expenses
Oil and gas lease operating expense
1,117
1,135
2,235
2,352
Transportation and gathering expense
395
403
786
810
Other operating and non-operating expense
272
357
545
601
Taxes other than on income
338
262
590
522
Depreciation, depletion and amortization
1,745
1,718
3,435
3,420
Other segment expenses
(b)
135
187
338
337
Total
$
4,002
$
4,062
$
7,929
$
8,042
Segment income before other items
$
2,867
$
945
$
3,886
$
2,642
Losses from equity investments and other
(
18
)
(
11
)
(
20
)
(
11
)
Segment income from continuing operations before taxes
$
2,849
$
934
$
3,866
$
2,631
(a)
Includes revenue from customers and all other revenues.
(b)
Includes general and administrative expense and exploration expense.
MIDSTREAM AND MARKETING SEGMENT
Three months ended
Six months ended
millions
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Revenues and other income
Net sales
(a)
$
1,326
$
390
$
1,723
$
563
Gains on sale of assets and other income, net
225
39
76
66
Total
$
1,551
$
429
$
1,799
$
629
Significant segment expenses
Transportation and gathering expense
219
197
403
400
Other operating and non-operating expense
54
95
133
176
Depreciation, depletion and amortization
68
74
139
147
Asset impairments and other charges
—
—
105
—
Other segment expenses
(b)
24
31
58
60
Total
$
365
$
397
$
838
$
783
Segment income (losses) before other items
$
1,186
$
32
$
961
$
(
154
)
Income from equity investments and other
152
7
290
121
Segment income (losses) from continuing operations before taxes
$
1,338
$
39
$
1,251
$
(
33
)
(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
The following table includes segment-level additions to property, plant and equipment:
Three months ended
Six months ended
millions
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Oil and gas
$
1,481
$
1,541
$
2,883
$
3,109
Midstream and marketing
142
188
334
336
Corporate and eliminations
19
22
29
30
Total
$
1,642
$
1,751
$
3,246
$
3,475
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 June 30, 2026
Property Plant and Equipment, Gross
$
124,245
$
8,930
$
1,234
$
—
$
134,409
Accumulated DD&A
(
68,619
)
(
2,592
)
(
598
)
—
(
71,809
)
Property, Plant and Equipment, Net
$
55,626
$
6,338
$
636
$
—
$
62,600
Investments in unconsolidated entities
$
148
$
2,421
$
—
$
—
$
2,569
Total Assets
$
59,531
$
14,883
$
5,944
$
—
$
80,358
As of December 31, 2025
Property Plant and Equipment, Gross
$
126,896
$
9,638
$
1,219
$
—
$
137,753
Accumulated DD&A
(
70,292
)
(
3,273
)
(
545
)
—
(
74,110
)
Property, Plant and Equipment, Net
$
56,604
$
6,365
$
674
$
—
$
63,643
Investments in unconsolidated entities
$
129
$
2,346
$
—
$
—
$
2,475
Total Assets
$
60,393
$
13,901
$
3,372
$
6,520
$
84,186
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. The average WTI price per barrel was $92.79 for the three months ended June 30, 2026, compared with
$71.93 for the three months ended March 31, 2026. The average WTI price per barrel was $82.36 for the six months ended June 30, 2026, compared with $67.58 for the six months ended June 30, 2025.
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. Oil 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 second quarter benefited in part from risk premiums associated with the conflict involving Iran and resulting disruptions to regional energy markets and trade flows. Although shipping activity through the Strait of Hormuz improved during portions of the quarter following diplomatic efforts, recent developments have underscored the continued fragility of those conditions. Ongoing geopolitical uncertainty, potential disruptions to maritime transportation and energy infrastructure, and evolving governmental responses could continue to influence commodity prices and contribute to market volatility. The duration, scope and ultimate outcome of the conflict remain uncertain and could continue to affect energy markets, global economic conditions and commodity prices.
Recent U.S. trade policy actions, including the implementation of tariff replacement measures, could also affect the Company's operations and financial performance. Although the Company has not experienced a material impact to date, tariffs or tariff replacement measures imposed on suppliers could increase costs over time. In addition, broader economic impacts and uncertainty associated with evolving trade policies could affect demand for the Company's products and the prices realized for its production.
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.
In August 2026, the Board increased the quarterly dividend by 8% to $0.28 per share, which will be payable on October 15, 2026 to shareholders of record as of September 10, 2026.
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 June 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 six months ended June 30, 2026, the Company used after-tax proceeds from the OxyChem Transaction and cash from operations to repay approximately $8.6 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.
29
As of June 30, 2026, substantially all of the Company's outstanding debt was fixed rate.
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
June 30, 2026
% Change
March 31, 2026
Net income
Oil and gas
(a)
$
2,849
180
%
$
1,017
Midstream and marketing
(a)
1,338
1,638
%
(87)
Total
4,187
350
%
930
Unallocated Corporate Items
(a)
Interest expense, net
(108)
(75)
%
(432)
Income tax expense
(915)
494
%
(154)
Corporate and other items, net
(164)
52
%
(108)
Income from continuing operations
$
3,000
1,171
%
$
236
Discontinued operations, net of taxes
(4)
(100)
%
3,123
Net income
$
2,996
(11)
%
$
3,359
Less: Net income attributable to noncontrolling interest
(19)
36
%
(14)
Less: Preferred stock dividends
(170)
—
%
(170)
Net income attributable to common stockholders
$
2,807
(12)
%
$
3,175
Net income per share attributable to common stockholders - diluted
$
2.75
(12)
%
$
3.13
(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.
Six months ended
millions
June 30, 2026
% Change
June 30, 2025
Net income
Oil and gas
(a)
$
3,866
47
%
$
2,631
Midstream and marketing
(a)
1,251
3,891
%
(33)
Total
5,117
97
%
2,598
Unallocated Corporate Items
(a)
Interest expense, net
(540)
(7)
%
(581)
Income tax expense
(1,069)
88
%
(569)
Corporate and other items, net
(272)
(3)
%
(280)
Income from continuing operations
$
3,236
177
%
$
1,168
Discontinued operations, net of taxes
3,119
1,173
%
245
Net income
$
6,355
350
%
$
1,413
Less: Net income attributable to noncontrolling interest
(33)
74
%
(19)
Less: Preferred stock dividends
(340)
—
%
(340)
Net income attributable to common stockholders
$
5,982
468
%
$
1,054
Net income per share attributable to common stockholders - diluted
$
5.89
472
%
$
1.03
(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.
30
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
Six months ended
millions
June 30, 2026
March 31, 2026
June 30, 2026
June 30, 2025
Oil and gas
Crude oil derivative gains (losses)
$
105
$
(339)
$
(234)
$
—
Losses on sales of assets and other, net
(15)
(30)
(45)
—
Legal reserves and other
—
—
—
(65)
Total oil and gas
90
(369)
(279)
(65)
Midstream and marketing
Derivative gains (losses), net
178
(409)
(231)
11
Gains (losses) on sales of assets and other, net
(a)
199
(164)
35
—
Asset impairments and other charges
(a)
—
(105)
(105)
(162)
Total midstream and marketing
377
(678)
(301)
(151)
Corporate
Early debt extinguishment
47
(237)
(190)
—
Early retirement costs
(39)
(15)
(54)
—
Acquisition-related costs and other
—
—
—
(12)
Total corporate
8
(252)
(244)
(12)
Income tax impact on items affecting comparability
(107)
281
174
49
Gains (losses) from continuing operations
368
(1,018)
(650)
(179)
Discontinued operations, net of taxes
(4)
3,123
3,119
245
Total
$
364
$
2,105
$
2,469
$
66
(a)
Includes amounts from income from equity investments and other in the Consolidated Condensed Statements of Operations.
Q2 2026 compared to Q1 2026
Excluding the impact of items affecting comparability, net income increased for the three months ended June 30, 2026, compared to the three months ended March 31, 2026, primarily due to higher realized crude oil prices in the oil and gas segment and higher marketing margins related to the timing of crude sales and natural gas transportation capacity optimization activities in the Permian. These increases were partially offset by lower domestic realized natural gas prices in the oil and gas segment.
First six months of 2026 compared to the first six months of 2025
Excluding the impact of items affecting comparability, net income increased for the six months ended June 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, 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 domestic realized natural gas prices in the oil and gas segment.
SELECTED STATEMENTS OF OPERATIONS ITEMS
Q2 2026 compared to Q1 2026
Net sales increased to $8.1 billion for the three months ended June 30, 2026, compared to $5.2 billion for the three months ended March 31, 2026, primarily due to higher crude oil prices and higher marketing margins related to the timing of crude sales and natural gas transportation capacity optimization activities in the Permian. These increases were partially offset by lower domestic realized natural gas prices in the oil and gas segment.
Gains (losses) on sales of assets and other, net were a gain of $180 million for the three months ended June 30, 2026, compared with a loss of $202 million for the three months ended March 31, 2026. The gain on sale of assets and other, net
31
for the three months ended June 30, 2026 included a gain of $220 million from a pro-rata ownership reduction in WES following an acquisition made by WES. The loss on sale of assets and other, net for the three months ended March 31, 2026 reflected a loss of approximately $200 million on the divestiture of non-core oil and gas interests and certain gas processing plants in the Permian Basin.
Interest and debt expense, net decreased to $108 million for the three months ended June 30, 2026, compared to $432 million for the three months ended March 31, 2026, primarily due to premiums paid on early debt extinguishment in the three months ended March 31, 2026 and lower interest expense in the three months ended June 30, 2026 as a result of lower outstanding debt.
Income tax expense increased to $915 million for the three months ended June 30, 2026, compared to $154 million for the three months ended March 31, 2026, primarily due to higher pre-tax income earned in the three months ended June 30, 2026.
First six months of 2026 compared to the first six months of 2025
Net sales increased to $13.3 billion for the six months ended June 30, 2026, compared to $11.0 billion for the same period in 2025, primarily due to higher realized crude oil prices in the oil and gas segment, higher sulfur prices at Al Hosn, and higher marketing margins related to the timing of crude sales and natural gas transportation capacity optimization activities in the Permian. These increases were partially offset by lower domestic realized natural gas prices and derivative losses on the crude oil collars in the oil and gas segment.
Income tax expense increased to $1.1 billion for the six months ended June 30, 2026, compared to $569 million for the same period in 2025, primarily due to higher pre-tax income in the six months ended June 30, 2026.
SEGMENT RESULTS OF OPERATIONS
OVERVIEW OF SEGMENT RESULTS
The Company's principal businesses consist of two reporting segments: oil and gas and midstream and marketing. The oil and gas segment explores for, develops and produces oil and condensate, NGL and natural gas. The midstream and marketing segment purchases, markets, gathers, processes, transports and stores oil (including condensate), NGL, natural gas, CO
2
and power; optimizes its transportation and storage capacity; and invests in entities that conduct similar activities, including WES. The midstream and marketing segment also includes the Company's low-carbon ventures businesses.
OIL AND GAS SEGMENT
The following table sets forth average daily sales volumes for oil and NGL in Mbbl and for natural gas in MMcf:
Three months ended
Six months ended
June 30, 2026
March 31, 2026
June 30, 2026
June 30, 2025
Sales Volumes per Day
Oil (Mbbl)
United States
614
612
613
603
International
100
107
104
107
NGL (Mbbl)
United States
303
292
298
276
International
29
35
32
38
Natural Gas (MMcf)
United States
1,867
1,813
1,836
1,728
International
453
478
464
493
Total Sales Volumes (Mboe)
(a)
1,433
1,428
1,430
1,394
(a)
Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one barrel of oil. Conversion to Boe does not necessarily result in price equivalency.
32
The following table presents the Company's average realized prices and average index prices for the periods presented:
Three months ended
Six months ended
June 30, 2026
March 31, 2026
June 30, 2026
June 30, 2025
Average Realized Prices
Oil ($/Bbl)
United States
$
96.93
$
70.31
$
83.72
$
66.78
International
$
95.83
$
67.59
$
81.32
$
70.67
Total Worldwide
$
96.78
$
69.91
$
83.37
$
67.37
NGL ($/Bbl)
United States
$
23.79
$
18.45
$
21.19
$
22.81
International
$
33.49
$
23.52
$
28.08
$
26.80
Total Worldwide
$
24.64
$
18.99
$
21.86
$
23.29
Natural Gas ($/Mcf)
United States
$
(1.48)
$
1.01
$
(0.26)
$
1.88
International
$
1.95
$
1.93
$
1.94
$
1.90
Total Worldwide
$
(0.80)
$
1.20
$
0.19
$
1.88
Average Index Prices
WTI oil ($/Bbl)
$
92.79
$
71.93
$
82.36
$
67.58
Brent oil ($/Bbl)
$
97.06
$
77.93
$
87.49
$
70.74
NYMEX gas ($/Mcf)
$
2.89
$
3.93
$
3.41
$
3.65
Average Realized Prices as Percentage of Average Index Prices
Worldwide oil as a percentage of average WTI
104
%
97
%
101
%
100
%
Worldwide oil as a percentage of average Brent
100
%
90
%
95
%
95
%
Worldwide NGL as a percentage of average WTI
27
%
26
%
27
%
34
%
Domestic natural gas as a percentage of average NYMEX
(51)
%
26
%
(8)
%
52
%
Q2 2026 compared with Q1 2026
Oil and gas segment earnings were $2.8 billion for the three months ended June 30, 2026, compared with $1.0 billion for the three months ended March 31, 2026. The increase was primarily driven by higher realized crude oil and NGL prices and derivative gains, partially offset by lower domestic natural gas realizations.
Average daily sales volumes were generally consistent for the three months ended June 30, 2026, compared with the three months ended March 31, 2026, as modest increases in domestic NGL and natural gas volumes were largely offset by lower international oil, NGL, and natural gas volumes.
First six months of 2026 compared to the first six months of 2025
Oil and gas segment earnings were $3.9 billion for the six months ended June 30, 2026, compared with $2.6 billion for the same period in 2025. The increase was primarily driven by higher realized crude oil prices and higher sales volumes, partially offset by lower domestic natural gas realizations and crude oil derivative losses.
Average daily sales volumes increased for the six months ended June 30, 2026, compared with the same period in 2025, primarily due to development activity and new wells coming online in the Permian and the effect in 2025 of a third-party pipeline disruption affecting the Company's Gulf of America operations. These increases were partially offset by lower international sales volumes associated with disruptions resulting from conflict in the Middle East.
33
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 March 31, 2026
(b)
Price Realizations
Net Sales Volumes
Three months ended June 30, 2026
(b)
United States Revenue
Oil
$
3,873
$
1,488
$
56
$
5,417
NGL
444
155
(7)
$
592
Natural gas
164
(414)
—
$
(250)
Total
$
4,481
$
1,229
$
49
$
5,759
International Revenue
Oil
(a)
$
650
$
188
$
34
$
872
NGL
74
26
(11)
$
89
Natural gas
83
2
(4)
$
81
Total
$
807
$
216
$
19
$
1,042
Increase (Decrease) Related to
millions
Six months ended June 30, 2025
(b)
Price Realizations
Net Sales Volumes
Six months ended June 30, 2026
(b)
United States Revenue
Oil
$
7,286
$
1,872
$
132
$
9,290
NGL
1,035
(68)
69
1,036
Natural gas
586
(701)
29
(86)
Total
$
8,907
$
1,103
$
230
$
10,240
International Revenue
Oil
(a)
$
1,365
$
145
$
12
$
1,522
NGL
182
7
(26)
163
Natural gas
172
4
(12)
164
Total
$
1,719
$
156
$
(26)
$
1,849
(a)
Includes the impact of international production sharing contracts.
(b)
Excludes "other" oil and gas revenue. See
Note 2 - Revenue
in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information regarding other revenue.
MIDSTREAM AND MARKETING SEGMENT
Q2 2026 compared to Q1 2026
Midstream and marketing segment earnings for the three months ended June 30, 2026 were $1.3 billion, compared to segment losses of $87 million for the three months ended March 31, 2026. Excluding the impact of items affecting comparability, second quarter results improved primarily due to higher crude margins driven by the timing impact of crude marketing, reflecting the lag between the purchase of crude volumes and their subsequent sale, and higher gas margins from transportation capacity optimizations.
First six months of 2026 compared to the first six months of 2025
Midstream and marketing segment earnings for the six months ended June 30, 2026 were $1.3 billion, compared to segment losses of $33 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 marketing, higher gas margins from transportation capacity optimization, and lower crude marketing transportation costs. Results also benefitted from higher sulfur prices at Al Hosn.
34
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
Six months ended
millions
June 30, 2026
March 31, 2026
June 30, 2026
June 30, 2025
Income (loss) before income taxes
$
(76)
$
4,044
$
3,968
$
333
Income tax benefit (expense)
72
(921)
(849)
(88)
Income (loss) from discontinued operations, net of tax
$
(4)
$
3,123
$
3,119
$
245
Income from discontinued operations, net of taxes of $3.1 billion increased for the six months ended June 30, 2026, compared to $245 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
Six months ended
millions, except percentages
June 30, 2026
March 31, 2026
June 30, 2026
June 30, 2025
Income before income taxes
$
3,915
$
390
$
4,305
$
1,737
Income tax expense
Domestic - federal and state
(663)
(19)
(682)
(223)
International
(252)
(135)
(387)
(346)
Total income tax expense
(915)
(154)
(1,069)
(569)
Income from continuing operations
$
3,000
$
236
$
3,236
$
1,168
Worldwide effective tax rate (continuing operations)
23
%
39
%
25
%
33
%
The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates, adjusted for certain discrete items. Each quarter, the Company updates these rates and records a cumulative adjustment to its income taxes by applying the rates to the pre-tax income excluding certain discrete items. The Company's quarterly estimate of its effective tax rates can vary significantly based on various forecasted items, including future commodity prices, capital expenditures, expenses for which tax benefits are not recognized and the geographic mix of pre-tax income and losses.
The worldwide effective tax rates for the periods presented in the table above are primarily driven by the Company's jurisdictional mix of income. U.S. income is taxed at a U.S. federal statutory rate of 21%, while international income is subject to tax at statutory rates as high as 55%.
LIQUIDITY AND CAPITAL RESOURCES
SOURCES AND USES OF CASH
As of June 30, 2026, the Company's sources of liquidity included $4.2 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 June 30, 2026.
Operating Cash Flows
Operating cash flow from continuing operations was $6.5 billion for the six months ended June 30, 2026, compared to $4.8 billion for the six months ended June 30, 2025. Operating cash flow from continuing operations for the six months
35
ended June 30, 2026 included $183 million in cash settlements 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 sharp increase in crude oil prices beginning in March 2026 and higher natural gas margins from gas transportation capacity optimization in the marketing segment.
Operating cash flow used by discontinued operations was $926 million for the six months ended June 30, 2026, compared to operating cash flow from discontinued operations of $347 million for the six months ended June 30, 2025. The decrease was primarily due to estimated tax payments made related to the sale of OxyChem in the first quarter of 2026.
Investing Cash Flows
The Company's net cash used by investing activities from continuing operations was $3.4 billion for the six months ended June 30, 2026, compared to $2.2 billion for the six months ended June 30, 2025. The year-over-year change was primarily due to $1.5 billion in proceeds from divestitures in the prior year.
Capital expenditures, the majority of which related to the oil and gas segment, were $3.1 billion for the six months ended June 30, 2026, compared to $3.4 billion for the six months ended June 30, 2025.
Cash flow provided by investing activities from discontinued operations was $9.5 billion for the six months ended June 30, 2026, primarily reflecting proceeds from the OxyChem Transaction.
Financing Cash Flows
The Company's net cash used by financing activities from continuing operations was $9.5 billion for the six months ended June 30, 2026, which included $8.6 billion of principal payments on long-term debt and $0.8 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 six months ended June 30, 2025 was $2.2 billion, which included $2.3 billion of payments on long-term debt, $0.8 billion of payments of common and preferred cash dividends and proceeds of approximately $890 million from the exercise of common stock warrants.
As of the date of this filing, the Company is in compliance with all covenants in its financing agreements, and it has no remaining debt maturities due in 2026, $48 million in 2027, $14 million in 2028, $352 million in 2029, and $11.4 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.
The Company has provided financial assurances through a combination of cash, letters of credit and surety bonds. As of June 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.
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.
36
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For the six months ended June 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 June 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 six months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Part II Other Information
Item 1. Legal Proceedings
The Company has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party and potential monetary sanctions are involved. For additional information regarding legal proceedings, see
Note 8 - Lawsuits, Claims, Commitments and Contingencies
in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.
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 six months ended June 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
—
April 1-30, 2026
412,056
$
61.45
—
May 1-31, 2026
224,500
$
59.75
—
June 1-30, 2026
—
$
—
—
$
1,223
Second Quarter 2026
636,556
$
60.85
—
Total 2026
2,019,323
$
58.09
—
$
1,223
(a)
Includes purchases from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs.
(b)
Represents the value of shares remaining in Occidental's share repurchase plan. In February 2023, Occidental announced an authorization to repurchase up to $3.0 billion of Occidental's shares of common stock. The plan does not obligate Occidental to acquire any specific number of shares and may be discontinued at any time.
Item 5. Other Information
During the three months ended June 30, 2026, no director or Section 16 officer of the Company
adopted
or
terminated
any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
37
Item 6. Exhibits
10.1^*
Separation Agreement by and between Occidental Petroleum Corporation and Vicki Hollub effective June 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.
38
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
August 5, 2026
/s/ Christopher O. Champion
Christopher O. Champion
Vice President, Chief Accounting Officer and Controller
39