XML 36 R13.htm IDEA: XBRL DOCUMENT v3.25.4
ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS
NOTE 4 - ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS
ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS
2025
During 2025, the Company sold non-core assets for $2.3 billion which included working interests in the Permian Basin for proceeds of approximately $800 million, non-operated proved and unproved royalty and mineral interests in the DJ Basin for proceeds of approximately $840 million and certain gas gathering assets in the Permian Basin for approximately $580 million. The differences in the assets’ net book values and adjusted purchase prices were treated as a normal retirements, and as a result no gains or losses were recognized.

2024
In December 2023, the Company entered into an agreement to purchase CrownRock for total consideration of $12.4 billion, consisting of $9.4 billion of cash consideration (inclusive of certain working capital and other customary purchase price adjustments), 29.6 million shares of Occidental common stock, and the assumption of $1.2 billion of existing debt of CrownRock. The acquisition closed on August 1, 2024, adding to the Company’s oil and gas portfolio in the Permian Basin.
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 (except per-share price)Total
Cash portion of purchase price
$9,100 
Closing Adjustments
Net Working Capital and Other Purchase Price Adjustments 273 
Pre-closing dividends declared by the Company13
Total Cash Purchase Price$9,386
Total shares of Occidental common stock issued29.6 
Occidental common stock share price$59.38 
Stock portion of purchase price
$1,755 
Total purchase price
$11,141

The following table sets forth the allocation of the acquisition consideration. The Company finalized the purchase price allocation during the 12-month period following the acquisition date. Measurement period adjustments recorded were immaterial and did not result in a material impact to the statements of operations.

in millions
August 1, 2024
Fair value of assets acquired:
Cash and cash equivalents$589 
Trade receivables, net198 
Other current assets39 
Property, plant and equipment, oil and gas11,837 
Amount attributable to assets acquired$12,663
Fair value of liabilities acquired:
Current maturities of long-term debt$868 
Accounts payable207 
Accrued liabilities22 
Long-term debt378 
Asset retirement obligations47 
Amount attributable to liabilities acquired$1,522 
Fair value of net assets acquired:$11,141

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, primarily property, was based on preliminary appraisals.
Unproved oil and gas properties were valued using a market approach based on comparable transactions for similar properties.
Proved oil and gas properties were valued using an income approach, which are considered Level 3 fair value estimates and include significant assumptions of future production and timing of production, commodity price assumptions, and operating and capital cost estimates, discounted using an 8.5% weighted average cost of capital. Taxes were based on current statutory rates. Future production and timing of production were based on internal reserves estimates and internal economic models for specific proved oil and gas assets. Price assumptions were based on a combination of market information and published industry resources adjusted for historical differentials. Price assumptions ranged from approximately $75 per barrel of oil increasing to approximately $97 per barrel of oil for the 15-year period, with an unweighted arithmetic average price of $84.79 for WTI indexed assets for the same period. Natural gas prices ranged from approximately $2.80 per Mcf to $5.10 per Mcf for the 15-year period, with an unweighted arithmetic average price of $4.34 for NYMEX based assets for the same period. Both oil and natural gas commodity prices were held flat after 2038 and were adjusted for location and quality differentials. Operating and capital cost estimates were based on current observable costs and were further escalated 2% in every period. The weighted average cost of capital was calculated based on industry peers and best approximates the cost of capital an external market participant would expect to obtain.
The following summarizes the unaudited pro forma condensed financial information of the Company as if the CrownRock Acquisition had occurred on January 1, 2023 for the years ended December 31:
millions, except per-share amounts20242023
Revenues$23,478 $25,676 
Net income attributable to common stockholders$2,713 $4,197 
Net income attributable to common stockholders per share—basic$2.90 $4.54 
Net income attributable to common stockholders per share—diluted$2.74 $4.21 
During the third quarter of 2024, the Company sold non-core assets in the Powder River Basin with near- to intermediate-term lease expirations and certain Delaware Basin assets in Texas and New Mexico for combined net proceeds of $769 million, subject to customary purchase price adjustments. The Company recognized a pre-tax loss of $479 million on the asset sales. In addition, the Company sold 19.5 million of its limited partner units in WES for proceeds of $697 million resulting in a pre-tax gain of $489 million; see Note 3 - Investments and Related-Party Transactions.

2023
In August 2023, the Company entered into an agreement with Carbon Engineering Ltd., its equity method investee, to purchase the remaining 68% interest not already owned by the Company or its affiliates for total cash consideration of approximately $1.1 billion, resulting in Carbon Engineering becoming a wholly owned subsidiary of the Company. The transaction qualified as a business combination and was accounted for using the acquisition method of accounting. Because the Company acquired control of Carbon Engineering in the 2023 purchase, the Company remeasured its previously held 32% equity interest at its acquisition-date fair value and recognized the resulting gain of $283 million in accordance with GAAP. The purchase price was payable in three approximately equal annual payments, with the first payment made at closing. This transaction closed on November 3, 2023, and the Company made the first payment of $349 million. The second payment of $318 million was made in the fourth quarter of 2024, and the last payment was made in the fourth quarter of 2025.
Throughout 2023, the Company entered into non-monetary exchange agreements, primarily in the Permian Basin. These exchanges were recorded as acquisitions and divestitures at a total combined fair value of $120 million. The difference in the assets’ net book value was treated as a recovery of cost and normal retirement, which resulted in no gain or loss being recognized.
In September 2023, the Company sold 5.1 million limited partner units of WES for proceeds of approximately $128 million, resulting in a gain of $51 million; see Note 3 - Investments and Related-Party Transactions.
In September 2023, the Company sold certain non-core proved and unproved properties in the Permian Basin for $202 million and recorded a gain on sale of assets of $142 million.

DISCONTINUED OPERATIONS
OxyChem
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 $9.7 billion. The sale was completed on January 2, 2026, resulting in an estimated gain of $3.2 billion, net of taxes and subject to post-closing adjustments. The OxyChem Transaction is subject to customary adjustments for cash, indebtedness, and changes in working capital relative to a predetermined target. For information related to the presentation of financials for discontinued operations, see Note 1 - Summary of Significant Accounting Policies.
The OxyChem Transaction marks a strategic change in the Company’s operations. Refer to Note 5 Long-Term Debt for the Company’s use of the after-tax sale proceeds.

Andes
As previously disclosed, on April 5, 2024, Andes and the Company entities named in the pending actions related to the Andes Arbitration executed a confidential final settlement in which the parties agreed to dismiss all pending legal actions. The settlement resulted in a gain of $182 million, net of taxes, in discontinued operations.
The following table presents the amounts reported in discontinued operations, net of income taxes, for the years ended December 31:

millions202520242023
Revenues and other income
Net Sales$4,368 $4,706 $5,101 
Interest, dividends and other income— (21)(14)
Gains on sales of assets and others, net3 239 — 
Total revenues and other income4,371 4,924 5,087 
Costs and other deductions
Chemical cost of sales3,099 3,027 3,009 
Selling, general and administrative expense119 102 96 
Other operating and non-operating expense383 262 (81)
Depreciation, depletion and amortization342 420 416 
Asset impairments and other charges— 925 — 
Acquisition-related costs22 — — 
Other expense, net16 6 (12)
Total costs and other deductions3,981 4,742 3,428 
Income before income taxes and other items390 182 1,659 
Income from equity investments and other105 103 108 
Income before income taxes 495 285 1,767 
Income tax expense(233)(73)(403)
Income from discontinued operations, net of tax$262 $212 $1,364 

The following table presents a reconciliation of major classes of assets and liabilities classified as held for sale as of December 31:

millions20252024
Assets
Cash and cash equivalents$41 $7 
Trade receivables, net640 687 
Inventories383 339 
Other current assets 112 107 
Total current assets held for sale1,176 1,140 
Investments in unconsolidated entities 475 513 
Property, plant and equipment, net 4,442 3,515 
Operating lease assets 207 182 
Other long-term assets220 220 
Total non-current assets held for sale5,344 4,430 
Total assets held for sale$6,520 $5,570 
Liabilities
Current maturities of long-term debt$6 $— 
Accounts payable410 281 
Accrued liabilities362 382 
Total current liabilities held for sale778 663 
Long-term debt, net41 (1)
Asset retirement obligations126 119 
Other deferred credits and liabilities251 215 
Total non-current liabilities held for sale418 333 
Total liabilities held for sale$1,196 $996 
The following table summarizes the activity of the environmental and litigation reserves related to the retained liabilities and indemnification obligations associated with the chemical business for the years ended December 31:

millions202520242023
Balance - beginning of year$1,711 $798 $828 
Charged to costs and expenses375 1,007 52 
Charged to other accounts53 11 26 
Payments(176)(105)(108)
Balance - end of year (a)
$1,963 $1,711 $798 
(a)     Of these amounts, $116 million, $117 million and $102 million in 2025, 2024 and 2023, respectively, were classified as current.