The following discussion should be read together with the Consolidated Condensed Financial Statements and the notes to 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 Occidental's Annual Report on Form 10-K for the year endedDecember 31, 2021 ; and the information set forth in Risk Factors under Part I, Item 1A of the 2021 Form 10-K. INDEX
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Cautionary Statement Regarding Forward-Looking Statements 22 Current Business Outlook 23 Consolidated Results of Operations 24 Segment Results of Operations and Items Affecting Comparability 26 Income Taxes 31 Liquidity and Capital Resources 31 Environmental Liabilities and Expenditures 32 Lawsuits, Claims, Commitments and Contingencies 32 21
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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, and they include, but are 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," "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 legally required, Occidental does not undertake any obligation to update, modify or withdraw any forward-looking statements as a result of new information, future events or otherwise. Although Occidental believes that the expectations reflected in any of its forward-looking statements are reasonable, actual results may differ from anticipated results, sometimes materially. 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 assumptions that are subject to change in the future. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: the scope and duration of the COVID-19 pandemic and ongoing actions taken by governmental authorities and other third parties in response to the pandemic; Occidental's indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental's ability to successfully monetize select assets and repay or refinance debt and the impact of changes in Occidental's credit ratings; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations; supply and demand considerations for, and the prices of, Occidental's products and services; actions byOPEC and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of our proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including Occidental's ability to timely obtain or maintain permits or other governmental approvals, including those necessary for drilling and/or development projects; Occidental's ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or dispositions; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections, projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businesses; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development projects or acquisitions; Occidental's ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental's competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental's oil and natural gas and other processing and transportation considerations; general economic conditions, including slowdowns, domestically or internationally, and volatility in the securities, capital or credit markets; inflation; governmental actions, war (including theRussia -Ukraine war) and political conditions and events; legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes, deep-water and onshore drilling and permitting regulations and environmental regulation (including regulations related to climate change); environmental risks and liability under federal, regional, state, provincial, tribal, local and international environmental laws and regulations (including remedial actions); Occidental's ability to recognize intended benefits from its business strategies and initiatives, such as Occidental's low carbon ventures businesses or announced greenhouse gas emissions reduction targets or net-zero goals; potential liability resulting from pending or future litigation; disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks or insurgent activity; the creditworthiness and performance of Occidental's counterparties, including financial institutions, operating partners and other parties; failure of risk management; Occidental's ability to retain and hire key personnel; supply, transportation, and labor constraints; reorganization or restructuring of Occidental's operations; changes in state, federal or international tax rates; and actions by third parties that are beyond Occidental's control. Additional information concerning these and other factors that may cause Occidental's results of operations and financial position to differ from expectations can be found in Occidental's other filings with theSEC , including Occidental's 2021 Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 22 --------------------------------------------------------------------------------
CURRENT BUSINESS OUTLOOK
Occidental's operations, financial condition, cash flows and levels of expenditures are highly dependent on oil prices and, to a lesser extent, NGL and natural gas prices, the Midland-to-Gulf-Coast oil spreads and the prices it receives for its chemical products. The average WTI $/bbl for the three months endedMarch 31, 2022 was$94.29 , compared to$57.84 for the three months endedMarch 31, 2021 . The return of oil demand to its pre-pandemic levels coupled with the ongoing global impact of theRussia -Ukraine war and whether the oil industry will be able to sustain a continued supply response have resulted in a significant increase in benchmark oil prices. It is expected that the price of oil will be volatile for the foreseeable future given the current geopolitical risks and the effects on oil demand resulting from COVID-19-related travel restrictions and stay-at-home orders in certain international countries. Occidental does not operate or own assets in eitherRussia orUkraine , but continues to monitor any impacts resulting from theRussia -Ukraine war on the global markets for its commodities. 2022 PRIORITIES Occidental's capital and operational priorities for 2022 are intended to maximize cash flow by sustaining 2021 production levels. Occidental's cash flow priorities remain to continue to reduce financial leverage while concurrently instituting a shareholder return framework and to maintain a robust liquidity position. In the current commodity price environment, Occidental expects to fund its operational and capital requirements, return capital to shareholders in the form of an increased dividend and institute an active share buy back program with cash flows from operations. During the first quarter of 2022, Occidental generated cash flow from continuing operations of$3.2 billion and incurred capital expenditures of$858 million . LIABILITY MANAGEMENT In the first quarter of 2022, Occidental used cash on hand to reduce debt with maturities ranging from 2022 through 2049 by$3.3 billion . Occidental has remaining near-term debt maturities of approximately$362 million in 2023 and$1.4 billion in 2024. Subsequent toMarch 31, 2022 , but before the date of this filing, Occidental paid off additional debt with maturities ranging from 2024 to 2049 and principal of$263 million . Occidental's$2.3 billion Zero Coupons can be put to Occidental in October of each year, in whole or in part, for the then accreted value of the outstanding Zero Coupons. The Zero Coupons can next be put to Occidental inOctober 2022 , which, if put in whole, would require a payment of approximately$1.1 billion at such date. Occidental currently has the ability to meet this obligation and may use available capacity under the RCF to satisfy the put should it be exercised. The remaining interest rate swaps with a fair value of$372 million , net of collateral, as ofMarch 31, 2022 , have mandatory termination dates inSeptember 2022 and 2023. The interest rate swaps' fair value, and cash required to settle them on their termination dates, will continue to fluctuate with changes in interest rates through the mandatory termination dates. Depending on market conditions, liability management actions or other factors, Occidental may enter into offsetting interest rate swap positions or settle or amend certain or all of the currently outstanding interest rate swaps. As ofMarch 31, 2022 , Occidental had approximately$1.9 billion of cash and cash equivalents on hand, and as of the date of this filing,$4.0 billion of borrowing capacity and no drawn amounts under its RCF, which matures inJune 2025 . Additionally, Occidental has up to$400 million of available borrowing capacity and no drawn amounts on its receivables securitization facility which matures inDecember 2024 . Occidental expects its cash on hand and funds available under its RCF to be sufficient to meet its debt maturities, operating expenditures and other obligations for the next 12 months from the date of this filing. DEBT RATINGS As ofMarch 31, 2022 , Occidental's long-term debt was rated Ba1 by Moody's Investors Service, BB+ by Fitch Ratings and BB+ by Standard and Poor's. Any downgrade in credit ratings could impact Occidental's ability to access capital markets and increase its cost of capital. In addition, given that Occidental's current debt ratings are non-investment grade, Occidental may be requested, and in some cases required, to provide collateral in the form of cash, letters of credit, surety bonds or other acceptable support as financial assurance of its performance and payment obligations under certain contractual arrangements such as pipeline transportation contracts, environmental remediation obligations, oil and gas purchase contracts and certain derivative instruments. As of the date of this filing, Occidental has provided required financial assurances through a combination of cash, letters of credit and surety bonds. Occidental has not issued any letters of credit under the RCF or other committed facilities. For additional information, see Risk Factors in Part I, Item 1A of Occidental's 2021 Form 10-K. 23 --------------------------------------------------------------------------------
CONSOLIDATED RESULTS OF OPERATIONS
Occidental's operations and cash flows can vary significantly based on changes in oil, NGL and natural gas prices and the prices it receives for its chemical products. Such changes in prices could result in adjustments in capital investment levels and how such capital is allocated, which could impact production volumes. Significant changes have occurred in the macro-economic environment over the previous year, which have led to an increase in commodity prices, chemical product pricing, and correspondingly Occidental's results of operations and cash flows. Occidental's results of operations and cash flows are driven by these macro-economic effects rather than seasonality. InNovember 2020 , theSEC issued a final rule to Regulation S-K which permits the option to discuss material changes to results of operations between the current and immediately preceding quarter. Occidental has elected to discuss its results of operations on a sequential-quarter basis starting with this filing. The implementation of this approach will provide more meaningful and useful information to investors to measure performance from the immediately preceding quarter. In accordance with this final rule, Occidental is not required to include a comparison of the current quarter and the same prior-year quarter for future filings. Three months ended millions, except per-share amounts March 31, 2022 December 31, 2021 March 31, 2021 Net sales$ 8,349 $ 7,913$ 5,293 Income from continuing operations$ 4,876 $
1,561 $ 299
Income from continuing operations - basic $ 4.96 $
1.44 $ 0.11 Income from continuing operations - diluted $ 4.65 $ 1.39 $ 0.10 Q1 2022 compared to Q4 2021 Excluding the impact of asset impairments, gains and losses on sales of assets and equity method investments, gains and losses on derivative mark-to-market adjustments, acquisition-related costs, and the tax impact due to the legal entity reorganization, the increase in income from continuing operations for the three months endedMarch 31, 2022 , compared to the three months endedDecember 31, 2021 , was primarily due to higher crude oil prices, partially offset by lower crude oil sales volumes in the oil and gas segment. Q1 2022 compared to Q1 2021 Excluding the impact of asset impairments, gains and losses on sales of assets and equity method investments, gains and losses on derivative mark-to-market adjustments, acquisition-related costs, and the tax impact due to the legal entity reorganization, the increase in income from continuing operations for the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 , was primarily due to higher crude oil, NGL and natural gas prices, lower DD&A rates in the oil and gas segment, higher realized prices and margins across most chemical product lines, partially offset by lower crude oil sales volumes. 24
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