ACQUISITIONS AND DIVESTITURES

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, 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 for total consideration of $12.4 billion. The CrownRock Acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. As of September 30, 2025, there were no material changes to the allocation presented in the 2024 Form 10-K and Occidental has finalized the purchase price allocation of the consideration.

The following summarizes the unaudited pro forma condensed financial information of Occidental as if the CrownRock Acquisition had occurred on January 1, 2024:


	Three months ended September 30, 2024		Nine months ended September 30, 2024
millions, except per-share amounts

Revenues	$	7,367	$	21,424
Net income attributable to common stockholders	$	1,075	$	3,049
Net income attributable to common stockholders per share—basic	$	1.14	$	3.28
Net income attributable to common stockholders per share—diluted	$	1.09	$	3.08

OTHER DIVESTITURES

In the nine months ended September 30, 2025, Occidental sold working interests in the Permian Basin for proceeds of approximately $760 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 difference in the assets' net book value and adjusted purchase price was treated as a normal retirement, and as a result no gain or loss was recognized.

OXYCHEM TRANSACTION

In October 2025, following approval from Occidental's Board of Directors, the Company, through two subsidiaries, entered into a Purchase and Sale Agreement with Berkshire Hathaway, a related party (the Purchase Agreement). Under the terms of the Purchase Agreement, Berkshire Hathaway will acquire all of the issued and outstanding equity interests in OxyChem in an all-cash transaction for $9.7 billion (the OxyChem Transaction). The OxyChem Transaction is subject to customary adjustments for cash, indebtedness, and changes in working capital relative to a predetermined target. The transaction is anticipated to close in the fourth quarter of 2025.

An Occidental subsidiary will retain environmental liabilities relating to OxyChem's legacy sites. Additionally, under the Purchase Agreement, there are post-closing indemnification obligations for (i) OxyChem's legacy environmental liabilities and (ii) pre-closing liabilities of OxyChem, including pre-closing environmental liabilities, in each case, subject to certain limitations and procedures.

Consummation of the OxyChem Transaction is subject to various closing conditions, including certain required regulatory consents or approvals and the absence of laws or judgments preventing the consummation of the sale. The Purchase Agreement contains certain termination rights permitting each party to terminate the Purchase Agreement under specified circumstances.

Certain Occidental subsidiaries will enter into other definitive agreements with OxyChem following the close of the transaction, including, among others, (i) a Transition Services Agreement, pursuant to which the Company will provide certain transition services for a period of time, and (ii) a Remediation Management Agreement, pursuant to which an Occidental subsidiary will manage certain remedial projects. At the Closing, Occidental will also enter into a guaranty in favor of Berkshire Hathaway, pursuant to which Occidental will guarantee indemnification obligations of its subsidiaries under the Purchase Agreement.

The divestiture of OxyChem marks a strategic change in Occidental's operations, and OxyChem will be classified as discontinued operations beginning in the fourth quarter of 2025. Occidental plans to allocate the majority of the after-tax sale proceeds toward debt reduction.