Earnings Per Share And Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

Earnings Per Share And Stockholders' Equity

NOTE 13 - EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

The following table presents the calculation of basic and diluted net income (loss) attributable to common stockholders per share:

	Three months ended September 30,				Nine months ended September 30,
millions except per-share amounts	2020		2019		2020		2019
Net income (loss) from continuing operations	$	(3,655)	$	(737)	$	(12,384)	$	529
Income (loss) from discontinued operations	80		(15)		(1,335)		(15)
Net income (loss)	(3,575)		(752)		(13,719)		514
Less: Net income attributable to noncontrolling interest	—		(42)		—		(42)
Less: Preferred stock dividends	(203)		(118)		(644)		(118)
Net income (loss) attributable to common stock	$	(3,778)	$	(912)	$	(14,363)	$	354
Less: Net income allocated to participating securities	—		—		—		(1)
Net income (loss) attributable to common stock, net of participating securities	(3,778)		(912)		(14,363)		353
Weighted average number of basic shares	929.3		845.7		913.9		781.1
Net income (loss) attributable to common stockholders per share—basic	$	(4.07)	$	(1.08)	$	(15.72)	$	0.45
Net income (loss) attributable to common stock, net of participating securities	(3,778)		(912)		(14,363)		353
Weighted-average number of basic shares	929.3		845.7		913.9		781.1
Dilutive securities	—		—		—		1.1
Total diluted weighted-average common shares	929.3		845.7		913.9		782.2
Net income (loss) attributable to common stockholders per share—diluted	$	(4.07)	$	(1.08)	$	(15.72)	$	0.45

For the three and nine months ended September 30, 2020, the Berkshire Warrants, Common Stock Warrants, and options covering approximately 200 million shares of Occidental common stock were excluded from the diluted shares as their effect would have been anti-dilutive.

PREFERRED STOCK

In connection with the Acquisition, Occidental issued 100,000 shares of series A preferred stock (the Preferred Stock), having a face value of $100,000 per share. Dividends on the Preferred Stock accrue on the face value at a rate per annum of 8 percent, but will be paid only when, as and if declared by Occidental’s Board of Directors. The Board of Directors will assess market conditions and Occidental's financial position on a quarterly basis to determine whether the dividend on the Preferred Stock will be paid in shares of common stock, in cash or a combination of shares of common stock and cash. At any time, when such dividends have not been paid in full, the unpaid amounts will accrue dividends, compounded quarterly, at a rate per annum of 9 percent. Following the payment in full of any accrued but unpaid dividends, the dividend rate will remain at 9 percent per annum. If preferred dividends are not paid in full, Occidental is prohibited from paying dividends on common stock. On October 15, 2020, Occidental paid $200 million cash in Preferred Stock dividends.

In March and June 2020, the Board of Directors elected to declare its quarterly dividend on the Preferred Stock in shares of common stock. In accordance with the Certificate of Designations, the number of shares issued was calculated based on 90 percent of the average of the volume weighted average price over each of the 10 consecutive trading days following the dividend declaration date. In April and July 2020, Occidental issued approximately 17.3 million and 11.6 million shares, respectively, of common stock to the holders of the Preferred Stock.

COMMON STOCK WARRANTS

On June 26, 2020, the Board of Directors declared a distribution of warrants to holders of Occidental common stock, at a rate of 0.125 warrants per share of Occidental common stock (the Common Stock Warrants). Occidental issued approximately 116 million Common Stock Warrants on August 3, 2020, to holders of record of outstanding shares of Occidental’s common stock as of the close of business on July 6, 2020, and pursuant to Occidental’s outstanding equity-based incentive awards in connection with anti-dilution adjustments resulting from such distribution. The Common Stock Warrants have an exercise price of $22.00 per share and will expire on August 3, 2027. The Common Stock Warrants are listed on the New York Stock Exchange and trade under the symbol "OXY WS".

The Common Stock Warrants were measured at fair value on the declaration date using the Black-Scholes option model and were classified as equity in "Additional paid-in capital". The following level 2 inputs were used in the Black-Scholes option model: the expected life of the Common Stock Warrants, a volatility factor and the exercise price. The expected life is based on the estimated term of the Common Stock Warrants, the volatility factor is based on historical volatilities of Occidental common stock and the exercise of $22.00 per share of Occidental common stock. As of the declaration date, the fair value of the Common Stock Warrants was determined to be $767 million.