OCCIDENTAL PETROLEUM CORP DE

Previous wording

Volatile global and local commodity pricing strongly affect Occidental’s results of operations.

Current wording

Volatile global and local commodity pricing strongly affects Occidental’s results of operations.

Previous wording

Occidental’s financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, NGL, natural gas and its chemical products.

Current wording

Occidental’s financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, NGL, natural gas and chemical products.

Previous wording

Prices for oil, NGL and natural gas fluctuate widely. Historically, the markets for oil, NGL and natural gas have been volatile and may continue to be volatile in the future. If the prices of oil, NGL or natural gas continue to be volatile or decline, Occidental’s operations, financial condition, cash flows, level of expenditures and the quantity of estimated proved reserves that may be attributed to its properties may be materially and adversely affected. Prices are set by global and local market forces which are not in Occidental’s control. These factors include, among others:

Current wording

Prices for oil, NGL and natural gas fluctuate widely. Historically, the markets for oil, NGL and natural gas have been volatile and may continue to be volatile in the future. If the prices of oil, NGL or natural gas continue to be volatile or decline, Occidental’s operations, financial condition, cash flows, level of expenditures and the quantity of estimated proved reserves that may be attributed to its properties may be materially and adversely affected. Prices are determined by global and local market forces which are not in Occidental’s control. These factors include, among others:

Previous wording

■Domestic and international government regulations and taxes, including those that restrict the export of hydrocarbons;

Current wording

■Domestic and international government regulations, tariffs and taxes, including those that restrict the import or export of hydrocarbons and other products and goods;

Previous wording

■Shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil, NGL and natural gas;

Current wording

■Shareholder activism or activities by non-governmental organizations (NGOs) to restrict the exploration, development and production of oil, NGL and natural gas;

Previous wording

The prices obtained for Occidental’s chemical products correlate to the strength of the United States and global economies, as well as chemical industry expansion and contraction cycles. Occidental also depends on feedstocks and energy to produce chemicals, which are commodities subject to significant price fluctuations.

Current wording

The prices obtained for OxyChem’s products correlate to the strength of the United States and global economies, as well as chemical industry expansion and contraction cycles. OxyChem also depends on feedstocks and energy to produce chemicals, which are commodities subject to significant price fluctuations.

Previous wording

The IRS audited Anadarko’s tax position regarding the deductibility of the payment and in September 2018 issued a statutory notice of deficiency rejecting Anadarko’s refund claim. Anadarko disagreed and filed a petition with the U.S. Tax Court to dispute the disallowance in November 2018. Trial was held in May 2023. Post-trial briefing is ongoing. Closing arguments are set for May 2024. Occidental expects to continue pursuing resolution. In accordance with Accounting Standards Codification (ASC) Topic 740’s guidance on the accounting for uncertain tax positions, as of December 31, 2023, Occidental had recorded no tax benefit on the tentative cash tax refund. If the payment is ultimately determined not to be deductible, Occidental would be required to repay the tentative refund received plus interest totaling approximately $2.0 billion as of December 31, 2023, which could have a material adverse effect on its liquidity and consolidated balance sheets.

Current wording

In accordance with Accounting Standards Codification (ASC) Topic 740’s guidance on the accounting for uncertain tax positions, as of December 31, 2024, Occidental had recorded no tax benefit on the tentative cash tax refund of $881 million. Additionally, Occidental has recorded no tax benefit on approximately $500 million of additional cash tax benefits realized from the utilization of tax attributes generated as a result of the deduction of the $5.2 billion Tronox Adversary Proceeding settlement payment in 2015. If the payment is ultimately determined not to be deductible, Occidental would be required to repay the tentative refund received, plus other cash benefits received related to the $5.2 billion deduction, plus interest, which as of December 31, 2024 totaled approximately $2.1 billion and could have a material adverse effect on its liquidity and consolidated balance sheets. Occidental’s Consolidated Financial Statements include an uncertain tax position for the approximate repayment of $1.4 billion in federal and state taxes plus accrued interest of approximately $760 million. This amount is not covered by insurance. For additional information on income taxes, see Note 10 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Previous wording

Occidental’s level of indebtedness could increase its vulnerability to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its businesses or limit Occidental’s flexibility in planning for or reacting to changes in its businesses and the industries in which it operates. From time to time, Occidental has relied on access to capital markets for funding. Occidental’s ability to obtain additional financing or refinancing will be subject to a number of factors, including general economic and market conditions such as rising interest rates, inflation or unstable or illiquid market conditions, Occidental’s performance, investor sentiment and Occidental’s ability to meet existing debt compliance requirements. Occidental’s ability to access credit and capital markets may be restricted at a time when it would like, or need, to access to those markets, which could constrain its flexibility to react to changing economic and business conditions. If Occidental is unable to generate sufficient funds from its operations to satisfy its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, Occidental’s businesses could be adversely affected. As of the date of this filing, Occidental’s long-term debt was rated BBB- by Fitch Ratings, Baa3 by Moody’s Investors Service and BB+ by Standard and Poor’s.

Current wording

Occidental’s level of indebtedness, including indebtedness incurred in connection with the CrownRock Acquisition, could increase its vulnerability to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its businesses or limit Occidental’s flexibility in planning for or reacting to changes in its businesses and the industries in which it operates. From time to time, Occidental has relied on access to capital markets for funding. Occidental’s ability to obtain additional financing or refinancing will be subject to a number of factors, including general economic and market conditions such as rising interest rates, inflation or unstable or illiquid market conditions, Occidental’s performance, investor sentiment, risks impacting financial institutions and the credit markets more broadly and Occidental’s ability to meet existing debt compliance requirements. Occidental’s ability to access credit and capital markets may be restricted at a time when it would like, or need, access to those markets, which could constrain its flexibility to react to changing economic and business conditions. If Occidental is unable to generate sufficient funds from its operations or complete planned divestitures on favorable terms or at all to satisfy its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, Occidental’s businesses, financial condition, results of operations, cash flows and/or stock price could be adversely affected. In addition, Occidental is regularly evaluated by the major rating agencies based on a number of factors, including its financial strength and conditions affecting the oil and gas industry generally. Occidental and other industry companies have had their ratings reduced in the past due to negative commodity price outlooks. These major rating agencies are now considering environmental, social and governance (ESG) attributes when assessing credit profiles. While these assessments have limited impact today, they have the potential to pressure credit ratings over time. Any downgrade in Occidental’s credit rating or announcement that its credit rating is under review for possible downgrade could increase the cost associated with any additional indebtedness Occidental incurs or limit or impair Occidental’s access to additional indebtedness, financial assurance, or other forms of liquidity. As of the date of this filing, Occidental’s long-term debt was rated BBB- by Fitch Ratings, Baa3 by Moody’s Investors Service and BB+ by Standard and Poor’s.

Previous wording

Occidental’s non-U.S. operations accounted for approximately 16% of its consolidated revenue in 2023, 15% in 2022 and 16% in 2021. Operations in non-U.S. countries with varying degrees of political, legal and economic stability expose Occidental to a wide range of developments that could result in contractual, legal or regulatory changes. Instability and unforeseen changes in any of the markets in which Occidental operates could result in business disruptions or operational challenges that may adversely affect the demand for Occidental’s products and services, or its reputation, financial condition, results of operations or cash flows. These factors include, but are not limited to, the following:

Current wording

Occidental to a wide range of developments that could result in contractual, legal or regulatory changes. Instability and unforeseen changes in any of the markets in which Occidental operates could result in business disruptions or operational challenges that may adversely affect the demand for Occidental’s products and services, or its reputation, financial condition, results of operations or cash flows. These factors include, but are not limited to, the following:

Previous wording

■ Currency exchange, rate fluctuations and devaluations.

Current wording

■ Currency exchange rate fluctuations and devaluations; and

Previous wording

In addition, the U.S. government has the authority to prevent or restrict Occidental from doing business in foreign jurisdictions or with certain parties. These restrictions and similar restrictions imposed by foreign governments have in the past limited Occidental’s ability to operate in, or gain access to, opportunities in various jurisdictions. Changes in domestic and international policies and regulations may also restrict the Company’s ability to obtain or maintain licenses or permits necessary to operate in foreign jurisdictions, including those necessary for drilling and development of wells. Similarly, the declaration of a “climate emergency” could result in actions to limit exports of Occidental’s products and other restrictions. Any of these actions could adversely affect its businesses or results of operations.

Current wording

In addition, the U.S. government has the authority to prevent or restrict Occidental from doing business in foreign jurisdictions or with certain parties or to restrict the kind of business that may be conducted, including acquiring or divesting certain assets. These restrictions and similar restrictions imposed by foreign governments have in the past limited Occidental’s ability to operate in, or gain access to, opportunities in various jurisdictions. Changes in domestic and international policies and regulations may also restrict the Company’s ability to obtain or maintain licenses or permits necessary to operate in foreign jurisdictions, including those necessary for drilling and development of wells. Any of these actions could adversely affect its businesses or results of operations.

Previous wording

■New or amended laws and regulations, or new or different applications or interpretations of existing laws and regulations, including those related to drilling, manufacturing or production processes (including flaring and well stimulation techniques such as hydraulic fracturing and acidization), pipelines, labor and employment, taxes, royalty rates, permitted production rates, entitlements, import, export and use of raw materials, equipment or products, use or increased use of land, water and other natural resources, air emissions (including restrictions, taxes or fees on emissions of methane, CO 2, or other substances), water recycling and disposal, waste minimization and disposal, public and occupational health and safety, the manufacturing of chemicals, asset integrity management, the marketing or export of commodities, security, environmental protection, and climate change-related and sustainability initiatives, all of which may restrict or prohibit activities of Occidental or its contractors or customers, increase Occidental’s costs or reduce demand for Occidental’s products;

Current wording

■New or amended laws and regulations, or new or different applications or interpretations of, or reversal of, existing laws and regulations, including those related to drilling, manufacturing or production processes (including flaring and well stimulation techniques such as hydraulic fracturing and acidization), pipelines, labor and employment, taxes, royalty rates, permitted production rates, entitlements, import, export and use of raw materials, equipment or products, use or increased use of land, water and other natural resources, air emissions (including restrictions, taxes or fees on emissions of methane, CO 2, or other substances), water recycling and disposal, waste minimization and disposal, public and occupational health and safety, the manufacturing of chemicals, asset integrity management, the marketing or export of commodities, security, environmental protection, and climate change-related and sustainability initiatives, all of which may restrict or prohibit activities of Occidental or its contractors or customers, increase Occidental’s costs or reduce demand for Occidental’s products;

Previous wording

■Violation of certain laws and regulations, which may result in strict, joint and several liability and the imposition of significant administrative, civil or criminal fines and penalties and may also result in liability for remedial actions or assessments. Litigation, orders or other proceedings asserting strict, joint and several liability under such laws and regulations may seek to impose significant administrative, civil or criminal fines and penalties, damages or remedial actions or to require significant changes to, or even closure of, facilities or operations;

Current wording

■Violation of certain laws and regulations, and associated claims, litigation, investigations and other proceedings, which may result in strict or joint and several liability and the imposition of significant administrative, civil or criminal fines and penalties, monetary damages, and remedial actions or assessments, potentially requiring significant changes to, or even closure of, facilities or operations;

Previous wording

Examples of provisions of recent U.S. federal statutes and regulations that affect key aspects of taxation, land use and production or manufacturing operations and present the foregoing types of risks are described in this risk factor, and examples of those regarding climate change and GHG and other air emissions are described in the next risk factor below.

Current wording

Examples of provisions of recent U.S. federal statutes and regulations that affect key aspects of taxation, land use and production or manufacturing operations and present the foregoing types of risks are described in this risk factor, and examples of those regarding climate change and GHG and other air emissions are described in a later risk factor. Regulatory efforts, both in the U.S. and internationally, are evolving, including the international alignment of such efforts, and Occidental cannot determine what final regulations will be enacted, modified, or reversed or what their ultimate impact on Occidental’s businesses will be.

Previous wording

In August 2022, Congress passed and President Biden signed the IRA, which imposed new or reinstated corporate taxes and fees, including those described below, that could have an adverse effect on Occidental’s tax liability. The IRA enacted a new corporate alternative minimum tax (CAMT) that, starting in tax year 2023, imposes a 15% minimum tax on the adjusted financial statement income (AFSI), net the CAMT foreign tax credit, of corporations with average AFSI exceeding $1 billion for three preceding consecutive tax years. In 2023, the IRS issued five notices providing interim guidance on the CAMT and has indicated it will promulgate CAMT regulations in 2024. The IRA also imposed a 1% excise tax on the aggregate fair market value of corporate share repurchases, net of certain corporate share issuances and other adjustments, by certain corporations during the taxable year. In 2023, the IRS issued two notices containing interim guidance clarifying that corporations are not required to report or pay the excise tax until such time and in such manner dictated by IRS regulations that are expected to be issued in 2024. The IRA also provided significant policy support and incentives, including enhanced tax credits, for DAC, CCUS, hydrogen and other low-carbon projects. Finally, the IRA expanded GHG emissions reporting requirements and imposed a new methane emissions charge on owners or operators of various U.S. oil and gas facilities, as described in the next risk factor on climate change and GHG emissions. For additional discussion of such matters, see Note 10 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Current wording

In 2022, the IRA imposed new or reinstated corporate taxes and fees that could have an adverse effect on Occidental’s tax liability. The IRA enacted a new corporate alternative minimum tax (CAMT) that started in tax year 2023 and imposed a 15% minimum tax on the adjusted financial statement income (AFSI), net of the CAMT foreign tax credit, of corporations with average AFSI exceeding $1 billion for three preceding consecutive tax years. In 2024, the IRS issued proposed CAMT regulations with a public hearing held in January 2025. The IRA also imposed a 1% excise tax on the aggregate fair market

Previous wording

In November 2021, Congress passed and President Biden signed the Infrastructure Investment and Jobs Act (IIJA). The IIJA reinstated, effective in July 2022, the federal Superfund chemical excise taxes on various listed taxable chemicals that OxyChem manufactures, produces or imports, such as chlorine, sodium hydroxide and ethylene, subject to certain exceptions such as methane used for fuel and exported chemical products. These excise taxes could lead to higher costs and impact margins. The IIJA also authorized federal support, including grants, loans and loan guarantees, for low-carbon ventures and infrastructure, including grants for DAC and CCUS research, development and demonstration, carbon transport and storage infrastructure and permitting, carbon utilization and market development, and carbon removal. In August 2023, 1PointFive, LLC, a wholly owned subsidiary of Occidental (1PointFive), was selected to receive a grant from the U.S. Department of Energy’s Office of Clean Energy Demonstrations for the development of its South Texas DAC Hub. The amount of the grant has not been established and it is subject to completion of agreements with the DOE. The awarding of grants or other federal support under various statutes could affect the selection and deployment of competing low-carbon technologies and the financing and market acceptance of proposed projects of Occidental and its competitors.

Current wording

In 2021, the Infrastructure Investment and Jobs Act (IIJA) reinstated federal Superfund chemical excise taxes on various listed taxable chemicals that OxyChem manufactures, produces or imports, such as chlorine, sodium hydroxide and ethylene, subject to certain exceptions such as methane used for fuel and exported chemical products. These excise taxes could lead to higher costs and impact margins. The IIJA also authorized federal support, including grants, loans and loan guarantees, for low-carbon ventures and infrastructure, including grants for DAC and CCUS research, development and demonstration, carbon transport and storage infrastructure and permitting, carbon utilization and market development, and carbon removal. 1PointFive, LLC, a wholly owned subsidiary of Occidental (1PointFive), secured a grant from the DOE for the development of its South Texas DAC Hub, which may be subject to change as federal spending and programs are reviewed pursuant to executive orders issued by the Trump Administration and could adversely affect the project. The awarding of grants or other federal support under various statutes also could affect the selection and deployment of competing low-carbon technologies and the financing and market acceptance of proposed projects of Occidental and its competitors.

Previous wording

Federal resource agencies have sought to significantly restrict or delay leasing and access to federal lands for oil and gas exploration, production and infrastructure, to increase royalty rates, fees and bonding requirements, to impose

Current wording

During the Biden Administration, federal resource agencies sought to significantly restrict or delay leasing and access to federal lands for oil and gas exploration, production and infrastructure, to increase royalty rates, fees and bonding requirements, to impose significant preconditions, restrictions or delays on permitting, and in certain locations, to prohibit or significantly restrict oil and gas activities under various federal laws. For example, offshore leasing is important for Occidental to sustain GOA production and reserves over the long term. GOA Lease Sale 261 proceeded in 2023 due to the IRA and federal court decisions that overruled the BOEM’s efforts to cancel the sale outright and then impose acreage and other restrictions regarding the Rice’s whale based on a proposed critical habitat designation by the National Marine Fisheries Service (NMFS) which has not been finalized.

Previous wording

Regarding onshore federal oil and gas leasing, the BLM in June 2022 resumed lease sales on a limited scale that excluded 80% of the planned acreage following environmental review, and at a higher royalty rate, after the Biden Administration’s pause of leasing through an executive order was enjoined. In July 2023, the BLM proposed regulations to revise its oil and gas leasing process to implement the IRA’s increases in royalty rates, rental rates and minimum bids, but also to prioritize leasing in areas with known resource potential and in proximity to existing oil and gas infrastructure and avoid leasing in areas with competing uses such as recreation, wildlife habitat, conservation and historical and cultural resources, increased bonding requirements for leasing, development and production, new reporting and operational requirements for temporarily abandoned wells and potentially change the term of an approved application for permit to drill. The BLM is expected to promulgate final regulations on its leasing process in 2024. In July 2023, the U.S. Department of the Interior announced a proposed rule revising bonding requirements, royalty rates and minimum bids for the onshore federal oil and gas leasing program. If the foregoing regulations are finalized, Occidental’s subsidiaries could incur increased federal royalties and face restrictions on future potential drilling sites or infrastructure on federal lands.

Current wording

Regarding onshore federal oil and gas leasing, in April 2024, the BLM adopted final regulations to revise its oil and gas leasing process to implement the IRA’s increases in royalty rates, rental rates and minimum bids, restrict leasing to areas with known resource potential and near existing infrastructure and avoid areas with competing uses such as recreation and conservation, increase bonding requirements, impose new requirements for temporarily abandoned wells and change the term of an approved application for permit to drill. Occidental’s subsidiaries may incur increased federal royalties and face restrictions on future potential drilling sites or infrastructure on federal lands due to these regulations.

Previous wording

In June 2022, advocacy groups filed a petition in the U.S. District Court for the District of Columbia against the BLM seeking to invalidate numerous drilling permits for oil and gas wells on federal lands in New Mexico and Wyoming, and potentially other states, that were approved by the BLM under the Biden Administration, including certain permits obtained by Occidental subsidiaries. The plaintiffs allege that the BLM failed to comply with various statutes, including NEPA, the ESA and the Federal Land Policy and Management Act, by not adequately addressing GHG emissions and climate change in the environmental documents underlying the approvals. Occidental, other producers and multiple trade associations have intervened. In November 2023, the U.S. District Court for the District of Columbia dismissed the case. Plaintiffs have filed an appeal. Similar cases challenge permits issued to other operators with respect to the BLM’s consideration of GHG and other air emissions under NEPA and other statutes.

Current wording

In 2022, advocacy groups filed a lawsuit in the U.S. District Court for the District of Columbia to invalidate numerous BLM drilling permits for oil and gas wells on federal lands in New Mexico and Wyoming, including certain permits obtained by Occidental subsidiaries. The plaintiffs alleged that the BLM failed to comply with NEPA and other federal statutes by not adequately addressing GHG emissions and climate change in its environmental reviews. In November 2023, the Court dismissed the case, and plaintiffs’ appeal is pending.

Previous wording

In January 2023, the White House Council on Environmental Quality (CEQ) released interim guidance directing federal agencies to consider climate change-related effects as part of the NEPA review process. In June 2023, the President signed the Fiscal Responsibility Act (FRA), which amended NEPA to streamline the application and documentation process for agency environmental reviews, set time limits on those reviews, and narrow the scope of agency consideration. In July 2023, the CEQ proposed amendments to NEPA’s implementing regulations, which include defining “effects” to include “climate change-related effects.” The CEQ is expected to issue final NEPA regulations to implement the FRA’s amendment and its final NEPA guidance for consideration of GHG emissions and climate change. Litigation over NEPA environmental reviews by advocacy groups and associated delays in federal agency actions have significantly delayed or increased costs, impacted financing, or led to the cancellation of proposed domestic energy, manufacturing and infrastructure projects, and such litigation and delays could adversely affect such projects in the future, including those involving Occidental or its subsidiaries, joint ventures or customers.

Current wording

Litigation over NEPA environmental reviews by advocacy groups has significantly delayed federal permitting of proposed domestic energy, manufacturing and infrastructure projects, leading to increased costs, delays in financing and construction, or cancellation by project proponents, and such litigation and delays could adversely affect such projects in the future, including those involving Occidental or its subsidiaries, joint ventures or customers. In May 2024, the White House Council on Environmental Quality (CEQ) issued final NEPA regulations directing federal agencies to consider GHG emissions and climate change in NEPA environmental reviews, which regulations are subject to pending litigation.

Previous wording

Significant areas of the Permian Basin in West Texas and Southeast New Mexico are subject to current or proposed land use restrictions under the ESA. On June 30, 2023, the U.S. Fish and Wildlife Service (FWS) proposed listing the Dunes Sagebrush Lizard as an endangered species under the ESA. In November 2022, the FWS published a final rule listing the Lesser Prairie Chicken as endangered. Although Occidental has entered into voluntary conservation agreements with respect to these and other species and their associated habitat in the Permian Basin, listing of such species may impose significant operational requirements and costs and increase the potential for litigation and enforcement actions. In July 2023, the NMFS proposed a critical habitat designation for the Rice’s whale in the GOM, which the NMFS intends to finalize in 2024 pursuant to a settlement agreement with advocacy groups. Under this designation the NMFS may seek to impose

Current wording

Significant areas of the Permian Basin in West Texas and Southeast New Mexico are subject to current or proposed land use restrictions under the federal Endangered Species Act (ESA). In 2022 and May 2024, the U.S. Fish and Wildlife Service (FWS) published final rules listing the lesser prairie chicken and the dunes sagebrush lizard, respectively, as endangered species under the ESA, which decisions are subject to pending litigation. While Occidental has entered into voluntary conservation agreements with respect to these and other species and their associated habitat in the Permian

Previous wording

Although the foregoing revisions to federal onshore and offshore leasing, the CEQ’s interim guidance and proposed NEPA regulations, and related lawsuits have not affected to date Occidental’s existing production or planned 2024 drilling and completions activity, restrictions, uncertainty, or litigation regarding federal lease sales and permits and associated royalty and regulatory requirements could impact the future ability to develop resources efficiently on federal lands or in projects that require federal actions on private or state lands.

Current wording

Although the foregoing revisions to federal onshore and offshore leasing, royalties and permitting, the CEQ’s NEPA regulations, recent listing decisions under the ESA, and related lawsuits have not affected Occidental’s existing production or planned 2025 drilling and completions activity to date, restrictions, uncertainty, or litigation could impact the future ability to develop resources efficiently on federal lands or in projects that require federal actions on private or state lands.

Previous wording

Certain states where Occidental's subsidiaries conduct oil and gas operations have adopted or proposed significant land use and permitting laws and regulations that would impose siting requirements or “setbacks” on certain oil and gas drilling locations based on the distance of a proposed well pad to occupied structures, require additional permitting, notification and monitoring requirements for various oil and gas drilling, completions, hydraulic fracturing and production operations or various types of wells and facilities, limit leasing or use of state lands or increase royalty rates, rental rates and fees for such use, increase bonding, plugging and abandonment, and reclamation requirements, and impose other operational restrictions. While, as of December 31, 2023, Occidental's subsidiaries maintained a significant inventory of permits and permit applications with applicable regulatory agencies for a substantial portion of their planned 2024 drilling and completions activity, any significant regulatory delays could result in changes to the Company’s development program and its ability to establish new proved undeveloped locations by meeting the SEC’s “reasonably certain” threshold for adding PUD reserves.

Current wording

Certain states where Occidental's subsidiaries conduct oil and gas operations have adopted or proposed significant land use and permitting laws and regulations that would impose siting requirements or “setbacks” on certain oil and gas drilling locations based on the distance of a proposed well pad to occupied structures, require additional permitting, notification and monitoring for various oil and gas drilling, completions, hydraulic fracturing and production operations or various types of wells and facilities, limit leasing or use of state lands or increase royalty rates, rental rates and fees for such use, increase bonding, plugging and abandonment, and reclamation requirements, and impose other operational restrictions. While, as of December 31, 2024, Occidental's subsidiaries maintained a significant inventory of permits and permit applications with applicable regulatory agencies for a substantial portion of their planned 2025 drilling and completions activity, any significant regulatory delays could result in changes to their development programs and ability to establish new proved undeveloped locations.

Previous wording

In 2016, the Toxic Substances Control Act (TSCA) was amended to expand the EPA’s authority to evaluate and regulate new and existing chemicals. The EPA is currently evaluating, or developing regulations with respect to, certain chemicals that OxyChem produces or uses in its chemical manufacturing operations. In 2022, the EPA issued a proposed rule with respect to one chemical used in OxyChem’s manufacturing operations and several other chemicals that OxyChem produces and sells. The EPA is expected to issue final regulations under the 2016 TSCA amendments with respect to these chemicals in 2024. The EPA is also soliciting public comment on commencing risk evaluations of additional chemicals that OxyChem manufactures or uses, including vinyl chloride, as well as changes to its TSCA procedures for data collection and risk evaluation. Depending on the scope of any such final regulations, or of future TSCA regulations, OxyChem’s and its customers’ ability to use certain chemicals or to manufacture or sell certain of its products could be restricted or phased out and OxyChem’s costs could increase.

Current wording

In recent years, the EPA has significantly expanded its regulation of chemicals under the Toxic Substances Control Act (TSCA). In 2024, the EPA issued final regulations with respect to one chemical used in OxyChem’s manufacturing operations and three other chemicals that OxyChem produces and sells. These regulations phase out various uses over differing time periods and require certain workplace controls for ongoing uses, typically authorized in industrial settings. In December 2024, the EPA designated vinyl chloride and four other chemicals as high-priority substances for which it plans to begin risk evaluations, and certain petroleum derivatives that it will assess as potential high-priority substances for a subsequent round of risk evaluations. The EPA also issued regulations to simplify its process for risk evaluation and enable it to regulate more chemicals. Litigation is pending or anticipated regarding these regulations. Given the scope of the EPA’s final regulations and its planned risk evaluations, the ability of OxyChem and its customers to use certain chemicals or manufacture or sell certain of its products could be restricted or phased out, which could impact OxyChem’s costs, sales and margins.

Previous wording

Occidental is subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, including regarding its drilling, manufacturing or production processes, commercial disputes, environmental compliance, public health and safety and taxes. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves or possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, Occidental may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of its estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on Occidental’s businesses, consolidated financial position, results of operations and cash flows.

Current wording

Occidental is subject to actual and threatened claims, litigation, assessments, investigations, and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, including regarding its drilling, manufacturing or production processes, commercial disputes, environmental compliance, public health and safety and taxes. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves or reasonably possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, Occidental may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of its estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on Occidental’s businesses, consolidated financial position, results of operations and cash flows.

Previous wording

Occidental and its subsidiaries and their respective operations are subject to numerous laws and regulations relating to public and occupational health, safety and environmental protection, including those governing GHG and other air emissions, water use and discharges, waste management, environmental remediation and protection of wildlife and ecosystems. The requirements of these laws and regulations are becoming increasingly complex, stringent and expensive to implement. Costs of compliance with these laws and regulations are significant and can be unpredictable. These laws sometimes provide for strict liability for events that pose an impact or threat to public health and safety or to the environment, including for funding or performance of remediation and, in some cases, compensation for alleged personal injury, property damage, natural resource damages, punitive damages, civil penalties, injunctive relief and government oversight costs. Strict liability can render Occidental or its subsidiaries liable for damages without regard to their degree of care or fault. Some environmental laws provide for joint and several strict liability for remediation of spills and releases of hazardous substances or materials, and, as a result, Occidental or its subsidiaries could be liable for the actions of others.

Current wording

Occidental and its subsidiaries and their respective operations are subject to numerous laws and regulations relating to public and occupational health, safety and environmental protection, including those governing GHG and other air emissions, water use and discharges, waste management, environmental remediation and protection of wildlife and ecosystems. The requirements of these laws and regulations have become increasingly complex, stringent and expensive to implement. Costs of compliance with these laws and regulations are significant and can be unpredictable. These laws sometimes provide for strict liability for events that pose an impact or threat to public health and safety or to the environment, including for funding or performance of remediation and, in some cases, compensation for alleged personal injury, property damage, natural resource damages, punitive damages, civil penalties, injunctive relief and government oversight costs. Strict liability can render Occidental or its subsidiaries liable for damages without regard to their degree of care or fault. Some environmental laws provide for joint and several strict liability for remediation of spills and releases of hazardous substances or materials, and, as a result, Occidental or its subsidiaries could be liable for the actions of others.

Previous wording

Occidental and its subsidiaries use and generate hazardous substances or materials in their respective operations. In addition, many of their current and former properties are, or have been, used for industrial purposes. Accordingly, Occidental or its subsidiaries have been, and could become, subject to significant liabilities relating to the investigation, assessment and remediation of potentially contaminated properties and to claims alleging personal injury or property damage as a result of exposures to, or releases of, hazardous substances or materials. For example, as of the date of this filing, Occidental believes its range of reasonably possibly additional losses of its subsidiaries for environmental remediation beyond those amounts currently recorded could be up to $2.6 billion on a consolidated basis. For additional discussion of such matters, see Note 12 – Environmental Liabilities and Expenditures and Note 13 - Lawsuits, Claims, Commitments and Contingenciesin the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Current wording

of exposures to, or releases of, hazardous substances or materials. For example, as of the date of this filing, Occidental believes its range of reasonably possible additional losses of its subsidiaries for environmental remediation, beyond those amounts currently recorded, at the 158 sites they are currently monitoring with respect to existing conditions from alleged past practices could be up to $1.9 billion on a consolidated basis. For additional discussion of such matters, see Note 12 – Environmental Liabilities and Expenditures and Note 13 - Lawsuits, Claims, Commitments and Contingenciesin the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Previous wording

In addition, stricter enforcement or changing interpretations of existing laws and regulations, the enactment of new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require Occidental or its subsidiaries to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on their respective businesses, financial condition and results of operations.

Current wording

In addition, stricter enforcement, changing interpretations or reversal of existing laws and regulations, the enactment of new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require Occidental or its subsidiaries to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on their respective businesses, financial condition and results of operations.

Previous wording

The exploration and production of oil, NGL and natural gas is a highly competitive business. Occidental has many competitors (including national oil companies), some of which: (i) are larger and better funded; (ii) may be willing to accept greater risks; (iii) have greater access to capital; (iv) have substantially larger staffs; or (v) have special competencies. Results of operations, reserves replacement and the level of oil and gas production depend, in part, on Occidental’s ability to profitably acquire additional reserves. Competition for access to reserves may make it more difficult to find attractive investment opportunities or require delay of reserve replacement efforts. Further, during periods of low product prices, any cash conservation efforts may delay production growth and reserve replacement efforts. Also, there is substantial competition for capital available for investment in the oil and natural gas industry. Occidental’s failure to acquire properties, potentially grow production, replace reserves and attract and retain qualified personnel could have a material adverse effect on its cash flows and results of operations. Further, as its competitors use or develop new technologies, Occidental may be placed at a competitive disadvantage, and competitive pressures may force its to implement new technologies at a substantial cost.

Current wording

The exploration and production of oil, NGL and natural gas is a highly competitive business. Occidental has many competitors (including national oil companies), some of which: (i) are larger and better funded; (ii) may be willing to accept greater risks; (iii) have greater access to capital; (iv) have substantially larger staffs; or (v) have special competencies. Results of operations, reserves replacement and the level of oil and gas production depend, in part, on Occidental’s ability to profitably acquire additional reserves. Competition for access to reserves may make it more difficult to find attractive investment opportunities or require delay of reserve replacement efforts. Further, during periods of low product prices, any cash conservation efforts may delay production growth and reserve replacement efforts. Also, there is substantial competition for capital available for investment in the oil and natural gas industry. Occidental’s failure to acquire properties, potentially grow production, replace reserves and attract and retain qualified personnel could have a material adverse effect on its cash flows and results of operations. Further, as its competitors use or develop new technologies (including with respect to their generative artificial intelligence capabilities), Occidental may be placed at a competitive disadvantage, and competitive pressures may force it to implement new technologies at a substantial cost.

Previous wording

Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Unless Occidental conducts successful exploration or development activities, acquires properties containing proved reserves, or both, proved reserves will generally decline and negatively impact Occidental’s businesses. Occidental may not be successful in finding, developing or acquiring additional reserves, and its efforts may not be economic. Its ability to make the necessary capital investment to maintain or expand its asset base of oil and gas reserves would be limited to the extent cash flow from operations is reduced and external sources of capital become limited or unavailable. The value of Occidental’s securities and its ability to raise capital will be adversely impacted if it is not able to replace reserves that are depleted by production or replace its declining production with new production by successfully allocating annual capital to maintain its reserves and production base. Occidental expects infill development projects, extensions, discoveries and improved recovery to continue as main sources for reserve additions but factors such as geology, government regulations and permits, the effectiveness of development plans and the ability to make the necessary capital investments or acquire capital are partially or fully outside management’s control and could cause results to differ materially from expectations.

Current wording

Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Unless Occidental conducts successful exploration or development activities, acquires properties containing proved reserves, or both, proved reserves will generally decline and negatively impact Occidental’s businesses. Occidental may not be successful in finding, developing or acquiring additional reserves, and its efforts may not be economic. Its ability to make the necessary capital investment to maintain or expand its asset base of oil and gas reserves would be limited to the extent cash flow from operations is reduced and external sources of capital become limited or unavailable. The value of Occidental’s securities and its ability to raise capital will be adversely

Previous wording

Reported oil and gas reserves are an estimate based on periodic review of reservoir characteristics and recoverability, including production decline rates, operating performance and economic feasibility at the prescribed weighted average commodity prices, future operating costs and capital expenditures, workover and remedial costs, assumed effects of regulation by government agencies, the quantity, quality and interpretation of relevant data, taxes and availability of funds. The procedures and methods for estimating the reserves by Occidental’s internal engineers were reviewed by independent petroleum consultants. The process of estimating oil and natural gas reserves, however, is complex and requires significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and is therefore inherently uncertain. Actual production, revenues, expenditures, oil, NGL and natural gas prices and taxes with respect to Occidental’s reserves may vary from estimates and the variance may be material. Additional regulation around GHG emissions and future costs related to a less carbon-intensive economy could result in a shortened

Current wording

Reported oil and gas reserves are an estimate based on periodic review of reservoir characteristics and recoverability, including production decline rates, operating performance and economic feasibility at the prescribed weighted average commodity prices, future operating costs and capital expenditures, workover and remedial costs, assumed effects of regulation by government agencies, the quantity, quality and interpretation of relevant data, taxes and availability of funds. The procedures and methods for estimating the reserves by Occidental’s internal engineers were reviewed by independent petroleum consultants. The process of estimating oil and natural gas reserves, however, is complex and requires significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and is therefore inherently uncertain. Actual production, revenues, expenditures, oil, NGL and natural gas prices and taxes with respect to Occidental’s reserves may vary from estimates and the variance may be material. If Occidental were required to make significant negative reserve revisions, its results of operations and stock price could be adversely affected.

Previous wording

Occidental has previously recorded impairments of its proved and unproved oil and gas properties and will continue to assess further impairments for these properties and other assets in the future.

Current wording

Occidental has previously recorded impairments of its assets and will continue to assess further impairments across its asset portfolio in the future.

Previous wording

Occidental has recorded impairments of its proved and unproved oil and gas properties resulting from prolonged declines in oil and gas prices and may record such impairments in the future. Past impairments included pre-tax impairment and related charges to both proved and unproved oil and gas properties and a lower of cost or net realizable value adjustment for crude inventory. If there is an adverse downturn of the macroeconomic conditions and if such downturn is expected to or does persist for a prolonged period of time, Occidental’s oil and gas properties may be subject to further testing for impairment, which could result in additional non-cash asset impairments. Such impairments could be material to the financial statements.

Current wording

Occidental has recorded impairments of its proved and unproved oil and gas properties resulting from prolonged declines in oil and gas prices, changes in development plans or operating costs and negative well results and may record such impairments in the future. Past impairments included pre-tax impairment and related charges to both proved and unproved oil and gas properties and a lower of cost or net realizable value adjustment for crude inventory. If there is an adverse downturn of the macroeconomic conditions and if such downturn is expected to or does persist for a prolonged period of time, Occidental’s assets, including, but not limited to, property, investments, and inventory, may be subject to further testing for impairment, which could result in additional non-cash asset impairments. Such impairments could be material to the financial statements.

Previous wording

Occidental may subject its low-carbon initiatives, including related acquisitions, and investments in unconsolidated subsidiaries, to impairment testing. If Occidental and/or its subsidiaries are not successful in these development-stage initiatives, including DAC, CCUS and other low-carbon projects, investments and ventures, such impairments could be material to the financial statements.

Current wording

Occidental may subject its low-carbon initiatives, including related acquisitions, investments in unconsolidated subsidiaries, property, intangibles, and goodwill, to impairment testing. If Occidental’s subsidiaries are not successful in these development-stage initiatives, including DAC, CCUS and other low-carbon projects, investments and ventures, such impairments could be material to the financial statements.

Previous wording

Future costs associated with reducing emissions and carbon impacts, as well as impacts resulting from other risk factors described herein, could lead to impairments in the future, if such costs significantly increase Occidental’s breakeven economics.

Current wording

Future costs associated with reducing emissions and carbon intensity, as well as impacts resulting from other risk factors described herein, could lead to impairments in the future, if such costs significantly increase Occidental’s breakeven economics.

Previous wording

One of Occidental’s subsidiaries acts as the general partner of WES, a publicly traded master limited partnership. Its general partner interest in WES may increase the possibility that it could be subject to claims of breach of duties owed to WES, including claims of conflict of interest. Any such claims could increase Occidental’s costs and any liability resulting from such claims could have a material adverse effect on Occidental’s financial condition, operating results or cash flows.

Current wording

general partner interest in WES may increase the possibility that it could be subject to claims of breach of duties owed to WES, including claims of conflict of interest. Any such claims could increase Occidental’s costs and any liability resulting from such claims could have a material adverse effect on Occidental’s financial condition, operating results or cash flows.

Previous wording

The oil and gas industry is increasingly dependent on information technology (IT) and industrial control systems (ICS) to conduct certain exploration, development and production activities. Occidental relies on digital and industrial control systems, related infrastructure, technologies and networks to run its businesses and to control and manage its oil and gas, chemicals, marketing and pipeline operations. Use of the internet, cloud services, mobile communication systems and other public networks exposes Occidental’s businesses and those of third parties with whom Occidental does business, and relies on for certain services including related to Occidental’s systems and data, to the risk of cyber attacks, which have escalated in recent years.

Current wording

The oil and gas industry is increasingly dependent on information technology (IT) and industrial control systems (ICS) to conduct certain exploration, development and production activities. Occidental relies on digital and industrial control systems, related infrastructure, technologies and networks to run its businesses and to control and manage its oil and gas, chemical, marketing and pipeline operations. Use of the internet, cloud services, mobile communication systems and other public networks exposes Occidental’s businesses to the risk of cyber attacks, which have escalated in recent years and which include, but are not limited to:

Previous wording

Information and industrial control technology system failures, network disruptions and breaches of data security could disrupt Occidental’s operations by causing delays, impeding processing of transactions and reporting financial results, or leading to the unintentional disclosure of company, partner, customer or employee information that could damage its reputation. A cyber attack on Occidental’s information or industrial control systems and related infrastructure, or those of its business associates or third-party service providers, could negatively impact Occidental’s operations in a variety of ways, including, but not limited to:

Current wording

Information and industrial control technology system failures, network disruptions and breaches of data security could disrupt Occidental’s operations by causing delays, impeding processing of transactions and reporting financial results, or leading to the unintentional disclosure of Company, partner, customer or employee information that could damage its reputation. A cyber attack on Occidental’s information or industrial control systems and related infrastructure, or those of its business associates, suppliers, contractors, joint venture partners or third-party service providers, could negatively impact Occidental’s operations in a variety of ways, including, but not limited to:

Previous wording

■Damaging Occidental’s reputation, subjecting it to potential financial or legal liability, regulatory fines and penalties and requiring it to incur significant costs, including compliance costs, costs to repair or restore its systems and data or to take other remedial steps.

Current wording

■Damaging Occidental’s reputation, subjecting it to potential financial or legal liability, regulatory fines and penalties and requiring it to incur significant costs, including compliance costs and costs to repair or restore its systems and data or to take other remedial steps.

Previous wording

There can be no assurance that Occidental’s cybersecurity measures, or the efforts of its partners, will be sufficient to prevent or identify cybersecurity incidents. Although Occidental has implemented controls and multiple layers of security that it believes are reasonable to mitigate the risks of a cybersecurity incident, there can be no assurance that Occidental’s response will be successful or effectively address an incident on a timely basis. As a result of any of the foregoing, Occidental could suffer interruptions in its ability to manage its operations, which may adversely affect its business and financial results. In addition, Occidental may incur large expenditures to investigate or remediate, to recover data, to repair or replace networks or information systems or to protect against similar future events. Disruption to Occidental’s operations and damage to its reputation could materially adversely affect its financial position, results of operations or cash flows.

Current wording

While Occidental has experienced cyber attacks in the past, it has not suffered any material losses. However, the cyber risk landscape changes over time due to a variety of internal and external factors, including during political tensions, war or other military conflict or civil unrest. There can be no assurance that Occidental’s cybersecurity measures, or the efforts of its partners, will be sufficient to prevent or identify cybersecurity incidents. Although Occidental has implemented controls and multiple layers of security that it believes are reasonable to mitigate the risks of a cybersecurity incident, there can be no assurance that Occidental’s response will be successful or effectively address an incident on a timely basis.