ACQUISITIONS AND DIVESTITURES

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITIONS AND DIVESTITURES

NOTE 5 - ACQUISITIONS AND DIVESTITURES

CROWNROCK ACQUISITION

In December 2023, Occidental entered into an agreement to purchase CrownRock L.P. for total consideration of approximately $12.4 billion, consisting of approximately $9.4 billion of cash consideration (inclusive of certain working capital and other customary purchase price adjustments), approximately 29.6 million shares of common stock of Occidental, and the assumption of $1.2 billion of existing debt of CrownRock. The acquisition closed August 1, 2024, adding to Occidental's oil and gas portfolio in the Permian Basin.

In connection with the CrownRock Acquisition, Occidental issued $5.0 billion of new unsecured notes, a $2.0 billion 364-day term loan, and a $2.7 billion two-year term loan.

The CrownRock Acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. The following table summarizes the cash and common stock components of the purchase price:

in millions of dollars and shares	Total
Cash portion of purchase price	$	9,100
Closing Adjustments
Net Working Capital and Other Purchase Price Adjustments	257
Pre-closing dividends declared by Occidental	$	13
Total Cash Purchase Price	$	9,370
Total shares of Occidental common stock issued	29.6
Occidental common stock share price	$	59.38
Stock portion of purchase price	$	1,755
Total purchase price	$	11,125

The following table sets forth the preliminary allocation of the acquisition consideration. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final appraisals of assets acquired and liabilities assumed. Occidental will finalize the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

in millions	August 1, 2024
Fair value of assets acquired:
Cash and cash equivalents	$	581
Trade receivables, net	244
Other current assets	8
Property, plant and equipment, Oil and gas	11,825
Amount attributable to assets acquired	$	12,658
Fair value of liabilities acquired:
Current maturities of long-term debt	$	868
Accounts payable	130
Accrued liabilities	111
Long-term debt	376
Asset retirement obligations	48
Amount attributable to liabilities acquired	$	1,533
Fair value of net assets acquired:	$	11,125

The aggregate purchase price noted above was allocated to the major categories of assets and liabilities acquired based upon their preliminary estimated fair values at the date of the acquisition. The valuation of certain assets, including property, was based on preliminary appraisals. The majority of measurements of assets acquired and liabilities assumed were based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of acquired properties and equipment was based on both available market data and a cost approach. Oil and natural gas properties were valued using either available market data based on the nature of the properties and their location or an income approach.

It is impractical to present unaudited pro-forma information as of June 30, 2024 because the required information is not yet available at the time of this filing.

DIVESTITURES

Subsequent Event

In July 2024, Occidental entered into an agreement to sell certain Delaware Basin assets in Texas and New Mexico for approximately $818 million. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.