Occidental Petroleum (OXY) 10-K risk factor changes: FY2023 vs FY2022

[removed: Governmental] [added: Government] actions and political instability may adversely affect Occidental’s businesses and results of operations.

■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, [removed: CO2,or] [added: CO2, 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 [removed: products.][added: products;]

■Violation of certain [removed: governmental] 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.

■Refusal of, or delay in, the extension or grant of exploration, development or production [removed: contracts;] [added: contracts or leases;] and

■Development delays and cost overruns due to approval delays for, or denial of, drilling, construction, environmental and other regulatory approvals, permits and [removed: authorizations][added: authorizations.]

In November 2021, Congress passed and President Biden signed the Infrastructure Investment and Jobs [removed: Act.][added: Act (IIJA).]

The [removed: Infrastructure Investment and Jobs Act] [added: IIJA] also authorized [removed: the U.S. government to award] [added: federal support, including grants, loans and loan guarantees, for low-carbon ventures and infrastructure, including] grants for [added: DAC and] CCUS research, development and [removed: demonstration;] [added: demonstration,] carbon transport and storage infrastructure and [removed: permitting;] [added: permitting,] carbon utilization and market [removed: development;] [added: development,] and carbon removal.

[removed: These grant programs were developed during 2022 and the] [added: The] awarding of grants [removed: in 2023] or [removed: future years] [added: 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 [removed: projects.][added: projects of Occidental and its competitors.]

The [removed: Inflation Reduction Act] [added: IRA] also established an escalating methane emissions [removed: fee] [added: charge] that the EPA will [removed: impose on] [added: impose, subject to] certain [added: statutory exemptions, on] upstream and midstream oil and gas [removed: operations] [added: facilities subject to reporting under Subpart W of the GHG Reporting Rule] per metric ton of methane emissions above [removed: certain] [added: specified intensity] thresholds [removed: commencing in 2024.][added: for applicable sectors of the oil and gas industry.]

If the [removed: U.S. Department of the Interior were to issue] [added: foregoing] regulations [removed: implementing these recommendations,] [added: are finalized,] Occidental’s subsidiaries could incur increased federal royalties and face restrictions on future potential drilling sites or infrastructure on federal lands.

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 [removed: during] [added: 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 [removed: Endangered Species Act] [added: ESA] and the Federal Land Policy and Management Act, by not adequately addressing GHG emissions [added: and climate change in the environmental documents underlying the approvals.]

| [removed: ] [added: ] | | | | | | RISK FACTORS | | |

Occidental, other producers and multiple trade associations have [removed: intervened and the BLM is preparing an administrative record.][added: intervened.]

Although the foregoing [removed: BOEM proposed Five-Year Program for] [added: revisions to federal onshore and] offshore leasing, the [removed: White House Council on Environmental Quality] [added: CEQ’s interim] guidance and [added: proposed NEPA regulations, and related] lawsuits [removed: do] [added: have] not [removed: affect] [added: affected to date] Occidental’s existing production or planned [removed: 2023] [added: 2024] drilling and completions activity, [removed: restrictions] [added: restrictions, uncertainty,] or [removed: uncertainty] [added: 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 [removed: and] [added: or] in [added: projects that require] federal [removed: waters.][added: actions on private or state lands.]

Significant areas of the Permian Basin in West Texas and Southeast New Mexico are subject to current or proposed land use restrictions under the [removed: Endangered Species Act.][added: ESA.]

In November 2022, the [removed: U.S. Fish and Wildlife Service] [added: FWS] published a final rule listing the Lesser Prairie Chicken as endangered.

While, as of December 31, [removed: 2022, Occidental is permitted, or had] [added: 2023, Occidental's subsidiaries maintained a significant inventory of permits and] permit applications [removed: submitted to] [added: with] applicable regulatory [removed: agencies,] [added: agencies] for [removed: nearly all] [added: a substantial portion of their] planned [removed: 2023] [added: 2024] drilling and completions [removed: activity in the DJ Basin,] [added: activity,] any significant [added: regulatory] delays could result in changes to [removed: our] [added: the Company’s] development program [removed: in the DJ Basin] and [removed: our] [added: its] ability to establish new proved undeveloped locations by meeting the SEC’s “reasonably certain” threshold for adding PUD reserves.

Texas and New Mexico have experienced an increase in seismic [removed: activity,] [added: activity in recent years,] with events measuring magnitude [removed: 3] [added: 4] or greater in each state.

In [removed: the fourth quarter of] 2021, both states issued [removed: new] guidelines for operators to prevent or mitigate seismic activity, focused on produced water disposal wells.

These guidelines also require operators to implement response plans for activities within agency-designated seismic response [removed: areas.][added: areas (SRAs).]

These states have curtailed water disposal and suspended [added: disposal] permits in [removed: seismic response areas,] [added: SRAs,] particularly in deep disposal wells.

Occidental does not operate deep disposal wells in the [removed: seismic response areas] [added: SRAs] established by the state agencies to date, and its shallow disposal wells have been authorized to operate at agency-approved [removed: volume limits.][added: volumes, pressures or injection rates.]

Occidental also [removed: has] [added: utilizes] central water treatment and recycling facilities that reduce the need for disposal of produced water.

While Occidental’s ability to drill and complete wells or to dispose of surplus produced water has not been [removed: impacted] [added: significantly affected] by these seismic guidelines to date, increased seismicity, or [removed: regulatory] responses to seismic [removed: events,] [added: events by agencies and companies such as curtailing or relocating disposal,] could impact the location, timing and cost of Occidental’s development program and existing operations in [removed: seismic response areas.][added: or near SRAs.]

In [removed: April] 2022, the EPA issued a proposed rule with respect to one chemical used in OxyChem’s manufacturing [removed: operations, but the EPA has not issued final regulations under the 2016 TSCA amendments with respect to any of these] [added: operations and several other] chemicals [removed: to date.][added: that OxyChem produces and sells.]

Depending on the scope of any such final regulations, or of future TSCA regulations, OxyChem’s [added: and its customers’] ability to use certain chemicals or to manufacture or sell certain of its products could be restricted [added: or phased out] and [removed: its] [added: OxyChem’s] costs could increase.

| [removed: ] [added: ] | | | | | | RISK FACTORS | | |

In addition, Occidental has experienced and may continue to experience adverse consequences, such as risk of loss or production limitations, because certain of its international operations are located in countries [added: that may be] affected by political instability, nationalizations, corruption, armed conflict, terrorism, insurgency, civil unrest, security problems, labor unrest, OPEC production restrictions, equipment import restrictions and sanctions.

The Biden Administration has identified climate change as a priority and has [removed: described a variety of avenues] [added: issued executive orders and proposed regulations] to prohibit or restrict oil and gas development activities in certain areas.

In addition to the [removed: governmental] [added: government] actions described above, in February 2021, the Biden Administration established an Interagency Working Group [added: (IWG)] to assign a price to the impact of each metric ton of GHG [removed: emissions] [added: emissions, called the social costs of GHGs (SC-GHG),] that federal agencies could use to assess the benefits of more stringent GHG regulations and policy support for low-carbon projects.

The [removed: Interagency Working Group] [added: IWG] set an interim value of $51 per metric ton of CO2 emissions [added: in 2020] at a 3% discount rate, [removed: and is expected] [added: which has been subject] to [removed: issue an updated value in April 2023.][added: legal challenge.]

In June 2021, Congress and President Biden reinstated the methane provisions of [added: the] EPA’s 2012 and 2016 regulations, an action that Occidental supported.

In November [removed: 2021,] [added: 2021 and November 2022,] the [removed: White House Office of Domestic Climate Policy issued a U.S. Methane Emissions Reduction Action Plan that solicited] [added: EPA respectively proposed for] public comment [removed: on the EPA’s proposed] [added: a] framework [removed: to expand] [added: for expanded] federal regulation of methane and [removed: volatile organic compound] [added: VOC] emissions [removed: from] [added: and the proposed regulations to cover] a broader set of new upstream and midstream oil and gas operations, as well as various existing operations.

[removed: In November 2022, the EPA issued a supplemental proposal that would, through a combination of direct EPA regulation and state implementation plans,] [added: These regulations] expand leak detection and repair programs, require rapid reporting and correction of larger emission [removed: sources,] [added: sources the EPA calls “super emitters”,] require [added: additional] emission controls for new and existing wells and facilities and certain types of activities, [added: phase out routine flaring,] require replacement or conversion of certain emitting equipment such as [added: gas-driven] pneumatic [removed: controllers,] [added: controllers] and [added: pumps, and] encourage the use of advanced technologies to detect and measure methane emissions.

In November 2022, the BLM also proposed regulations to restrict venting and flaring from oil and gas operations on federal [removed: lands which are expected to be issued in 2023.][added: lands.]

[removed: In June 2022,] [added: Accordingly,] the EPA proposed [added: regulations in June 2023] to amend [removed: its GHG Reporting Rule] [added: Subpart W that applies] to [added: most U.S. oil and gas facilities to] incorporate additional oil and gas [removed: sources] [added: equipment] and [removed: equipment,] [added: sources, including a category of “other larger release events”,] revise existing emissions estimation methodologies and calculations, [added: including the global warming potential (GWP) of methane] and [added: other GHGs, and] increase data collection, particularly for new or modified emissions sources.

[removed: The] [added: In April 2023, the] EPA [removed: also] [added: released a supplemental] proposed [removed: changes to] [added: rule that would revise] the [added: GWP and several other subparts of the GHG Reporting Rule, including the] reporting that Occidental submits as a CO2 supplier and for the injection of CO2, [removed: as well as] [added: and add] a new reporting category for sequestration of CO2 associated with enhanced oil recovery.

[removed: The] [added: In August 2022, the] IRA also directed the EPA to update its GHG Reporting Rule to require greater use of measurements or empirical data, instead of emissions [removed: factors, by the third quarter of 2024.][added: factors.]

Other U.S. states where Occidental operates, including Colorado, New Mexico and Texas, adopted or proposed new regulations, policies or strategies in [removed: 2021 and 2022] [added: recent years] that increase inspection, recordkeeping, reporting, enforcement and controls on flaring, venting and equipment that emit methane and other compounds at oil and gas facilities.

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.

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](#i804c34d268c94c25bd067814a80e3693_193) in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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.

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.

In January 2021, President Biden issued an executive order that, among other things, called for the elimination of fossil fuel subsidies from federal budget requests beginning in 2022 and announced a moratorium on new oil and gas leases on federal lands and offshore waters pending a review of existing leases and permitting practices.

The moratorium was subject to legal challenge, and in August 2022, the U.S. District Court for the Western District of Louisiana permanently enjoined the moratorium as to 13 states that filed a lawsuit against the action.

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

significant preconditions, restrictions or delays on permitting, and in certain locations, to prohibit or significantly restrict oil and gas activities under various federal laws, including the IRA, Outer Continental Shelf Land Act, Federal Land Policy and Management Act, Mineral Leasing Act, Mineral Leasing Act for Acquired Lands, Federal Onshore Oil and Gas Leasing Reform Act, NEPA, Marine Mammal Protection Act, Migratory Bird Treaty Act and Endangered Species Act (ESA).

For example, offshore leasing is important for Occidental to sustain GOM production and reserves over the long term.

The BOEM sought to cancel recent offshore lease sales in 2022 in response to litigation brought by advocacy groups and because its 2017-2022 Outer Continental Shelf Oil and Gas Leasing Program was expiring.

After the IRA mandated the reinstatement of those lease sales, as well as increased royalty rates, rental rates and minimum bids and additional fees for offshore and onshore leasing, the BOEM sought in August 2023 to exclude six million acres from Lease Sale 261 and to impose other conditions restricting vessel activity that BOEM contended would protect habitat of the Rice’s whale, which was listed by the National Marine Fisheries Service (NMFS) as an endangered subspecies of the Bryde’s whale in 2019.

After the U.S. District Court for the Western District of Louisiana ordered the BOEM to conduct the sale without the exclusion of acreage and restrictions the BOEM had proposed with respect to the Rice’s whale, and the U.S. Court of Appeals for the Fifth Circuit upheld that order, the BOEM conducted Lease Sale 261 in December 2023.

In December 2023, the BOEM also published its Record of Decision and Approval of the 2024-2029 National Outer Continental Shelf Oil and Gas Leasing Program that includes a maximum of three potential GOM oil and gas lease sales during this period.

The BOEM noted it is “the fewest oil and gas lease sales in history,” and that it was adopting those sales in response to a provision of the IRA that tied offshore wind leasing to a minimum level of offshore oil and gas leasing until 2032.

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.

In November 2023, the U.S. District Court for the District of Columbia dismissed the case.

Plaintiffs have filed an appeal.

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.

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 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

conditions on offshore oil and gas development and vessel activity that supports such development, which could affect Occidental’s exploration, development and operations in the GOM.

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.

Certain contractors that dispose of Occidental’s surplus produced water have been affected by agency actions in SRAs, but to date have found alternatives that enable continued disposal.

Actions by agencies and companies to shift produced water disposal to shallower disposal zones is believed to alleviate seismic activity, but can increase the pressure in those shallower zones, which may increase costs of drilling and well construction through those zones or affect the ability to access underlying oil and gas formations.

The EPA is expected to issue final regulations under the 2016 TSCA amendments with respect to these chemicals in 2024.

The Infrastructure Investment and Jobs Act reinstated the federal Superfund excise taxes on various chemicals that OxyChem manufactures.

In August 2022, Congress passed and President Biden signed the Inflation Reduction Act, which expanded policy support and incentives for deployment of DAC, CCUS, hydrogen and other low-carbon projects, including several enhancements to federal tax credits.

The impact of this fee on Occidental will depend on implementing regulations that are expected to be issued in 2023.

In November 2021, the U.S. Department of the Interior released its Report on the Federal Oil and Gas Leasing Program, recommending increasing royalty rates and rents for drilling programs on federal public lands and in federal offshore waters, in addition to prioritizing leasing in areas with known resource potential and in proximity to existing oil and gas infrastructure and avoiding leasing in areas with competing uses such as recreation, wildlife habitat, conservation and historical and cultural resources.

In January 2022, the U.S. District Court for the District of Columbia invalidated the results of the BOEM oil and gas lease sale 257 in the Gulf of Mexico, in which an Occidental subsidiary was the high bidder on 30 additional new blocks located nearby to its existing host platforms, ruling that the BOEM’s environmental analysis of GHG emissions was inadequate under NEPA.

The U.S. Department of the Interior, which oversees federal oil and gas development, is currently reviewing the decision.

In August 2022, Congress reinstated the lease sale in the IRA, and the Occidental subsidiary received the leases in October 2022.

Motions to dismiss are pending in the legal challenge to the lease sale.

The BOEM’s authorization to hold lease sales expired in July 2022.

The Bureau of Ocean Energy Management has issued a proposed 2023-2028 Five-Year Program which is subject to environmental review and public comment, and must be approved before future lease sales can occur.

and climate change in the environmental documents underlying the approvals.

In January 2023, the White House Council on Environmental Quality issued interim guidance to federal agencies for evaluating GHG emissions under NEPA that applies to certain federal actions such as oil and gas leasing and permitting on federal lands.

The interim guidance, which is subject to public comment until March 2023, recommends that agencies quantify a project’s reasonably foreseeable direct and indirect GHG emissions and assign a monetary impact of the GHGs by applying a social cost of carbon selected by the government.

In August 2022, in response to a lawsuit by advocacy groups, the U.S. Fish and Wildlife Service agreed to decide before the end of June 2023 whether to add the Dunes Sagebrush Lizard to the list of threatened and endangered species.

In January 2021, the COGCC adopted new regulations that impose siting requirements or “setbacks” on certain oil and gas drilling locations based on the distance of a proposed well pad to occupied structures.

Pursuant to the regulations, well pads cannot be located within 500 feet of an occupied structure without the consent of the property owner.

As part of the permitting process, the COGCC will consider a series of siting requirements for all drilling locations located between 500 feet and 2,000 feet of an occupied structure.

Alternatively, the operator may seek a waiver from each owner and tenant within the designated distance.

Occidental has a dedicated, multidisciplinary stakeholder relations team that conducts regulatory and community outreach with respect to its permit applications and operations in Colorado.

Under these new regulations and through thoughtful surface location planning, Occidental has obtained COGCC approval for five Oil and Gas Development Plans, inclusive of 12 well pad and facility locations and approximately 150 wells.

In addition to the approximately 150 wells approved through the Oil and Gas Development Plan process, during the third quarter of 2022, Occidental became the first oil and gas operator in Colorado to obtain COGCC approval for the first Comprehensive Area Plan under the new COGCC rules.

This comprehensive plan will support nine well pads and approximately 140 new wells and will provide for substantial future development in a geographically remote area on Colorado’s eastern plains.

Oil and Gas Development Plans associated with the Comprehensive Area Plan will be submitted in 2023.

Provisions applicable to emission sources built or modified after November 2021 would apply upon publication of the final rule, expected in 2023, provisions applicable to existing sources would take effect in 2028, and state plans to implement the rule would be due in 2025.

The EPA has also requested public comments on the implementation of the IRA’s methane fee, and on the future expansion of the methane and volatile organic compound regulations to cover additional potential emission sources from abandoned but unplugged wells and certain pipeline and trucking activities.

The EPA has proposed the amendments to apply to 2023 emissions that must be reported in the first quarter of 2024.

The COVID-19 pandemic and resulting adverse economic conditions have had, and may continue to have, an adverse effect on Occidental’s businesses and operations and financial condition.

The COVID-19 pandemic caused, and any resurgence of the pandemic could again cause, disrupted global supply chains and significant volatility in the financial markets.

Current crude oil, NGL and natural gas demand and prices could be negatively impacted by a resurgence of COVID-19 cases, slow vaccine distribution in certain large international economies or the recurrence or tightening of travel restrictions and stay-at-home orders.

If reduced demand for and lower prices of crude oil, NGL and natural gas persist for a prolonged period, 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.

Occidental has not experienced any significant disruptions as a result of any new COVID-19 variants, and it continues to monitor national, state and local government directives where we have operations or offices.

The extent to which the COVID-19 pandemic adversely affects Occidental’s businesses, results of operations and financial condition will depend on future developments, many of which are outside of its control.

To the extent the COVID-19 pandemic may continue to adversely affect Occidental’s businesses, results of operations and financial condition, it may also have the effect of heightening the other risks described herein.

the near term.

Cyber attacks on businesses have escalated in recent years.

■Unauthorized access to seismic data, reserves information, strategic information or other sensitive or proprietary information could have a negative impact on Occidental’s ability to compete for oil and natural gas resources;

■Data corruption, communication or systems interruption or operational disruptions of production-related infrastructure could result in a loss of production or accidental discharge;

■A cyber attack on third-party gathering, pipeline, processing, terminal or other infrastructure systems could delay or prevent Occidental from producing, transporting, processing and marketing its production;

■A cyber attack that halts activities at a power generation facility or refinery using natural gas as feedstock could have a significant impact on the natural gas market;

■A cyber attack on a communications network or power grid could cause operational disruption;

The following sections include a discussion of results for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] as well as certain [removed: 2020] [added: 2021] results.

The comparative results for fiscal [removed: 2021] [added: 2022] with fiscal [removed: 2020] [added: 2021] generally have not been included in this Form 10-K, but may be found in “Part II - Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]

| Current Business Outlook and [removed: [Strategy](#i86e58429a1ce4b2d8f6d6a071ee76a96_76)] [added: [Strategy](#i804c34d268c94c25bd067814a80e3693_76)] | | | [removed: [25](#i86e58429a1ce4b2d8f6d6a071ee76a96_76)] [added: [30](#i804c34d268c94c25bd067814a80e3693_76)] | | |

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| [removed: Income Taxes] [added: [Income Taxes](#i804c34d268c94c25bd067814a80e3693_91)] | | | [removed: [45](#i86e58429a1ce4b2d8f6d6a071ee76a96_91)] [added: [50](#i804c34d268c94c25bd067814a80e3693_91)] | | |

| [Consolidated Results of [removed: Operations](#i86e58429a1ce4b2d8f6d6a071ee76a96_94)] [added: Operations](#i804c34d268c94c25bd067814a80e3693_94)] | | | [removed: [46](#i86e58429a1ce4b2d8f6d6a071ee76a96_94)] [added: [51](#i804c34d268c94c25bd067814a80e3693_94)] | | |

| [Liquidity and Capital [removed: Resources](#i86e58429a1ce4b2d8f6d6a071ee76a96_97)] [added: Resources](#i804c34d268c94c25bd067814a80e3693_97)] | | | [removed: [47](#i86e58429a1ce4b2d8f6d6a071ee76a96_97)] [added: [52](#i804c34d268c94c25bd067814a80e3693_97)] | | |

| [Lawsuits, Claims, Commitments and [removed: Contingencies](#i86e58429a1ce4b2d8f6d6a071ee76a96_112)] [added: Contingencies](#i804c34d268c94c25bd067814a80e3693_112)] | | | [removed: [49](#i86e58429a1ce4b2d8f6d6a071ee76a96_112)] [added: [55](#i804c34d268c94c25bd067814a80e3693_112)] | | |

| [Environmental Liabilities and [removed: Expenditures](#i86e58429a1ce4b2d8f6d6a071ee76a96_115)] [added: Expenditures](#i804c34d268c94c25bd067814a80e3693_115)] | | | [removed: [50](#i86e58429a1ce4b2d8f6d6a071ee76a96_115)] [added: [56](#i804c34d268c94c25bd067814a80e3693_115)] | | |

| Global [removed: [Investments](#i86e58429a1ce4b2d8f6d6a071ee76a96_118)] [added: [Investments](#i804c34d268c94c25bd067814a80e3693_118)] | | | [removed: [50](#i86e58429a1ce4b2d8f6d6a071ee76a96_118)] [added: [56](#i804c34d268c94c25bd067814a80e3693_118)] | | |

| [Critical Accounting Policies and [removed: Estimates](#i86e58429a1ce4b2d8f6d6a071ee76a96_121)] [added: Estimates](#i804c34d268c94c25bd067814a80e3693_121)] | | | [removed: [51](#i86e58429a1ce4b2d8f6d6a071ee76a96_121)] [added: [57](#i804c34d268c94c25bd067814a80e3693_121)] | | |

| [Safe Harbor Discussion Regarding Outlook and Other Forward-Looking [removed: Data](#i86e58429a1ce4b2d8f6d6a071ee76a96_127)] [added: Data](#i804c34d268c94c25bd067814a80e3693_127)] | | | [removed: [55](#i86e58429a1ce4b2d8f6d6a071ee76a96_127)] [added: [61](#i804c34d268c94c25bd067814a80e3693_127)] | | |

| [removed: ] [added: ] | | | | | | MANAGEMENT’S DISCUSSION AND ANALYSIS | | |

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, [removed: the] Midland-to-Gulf-Coast oil spreads, chemical product prices and inflationary pressures in the macro-economic environment.

In [removed: 2022,] [added: 2023,] as compared to [removed: 2021,] [added: 2022,] the average annual price per barrel of WTI crude [removed: increased] [added: decreased] to [removed: $94.23] [added: $77.64] from [removed: $67.91] [added: $94.23,] and the average annual Brent price per barrel [removed: increased] [added: decreased] to [removed: $98.83] [added: $82.25] from [removed: $70.78.][added: $98.83.]

Occidental does not operate or own assets in either Russia or [removed: Ukraine.][added: Ukraine, or in the immediate vicinity of ongoing conflicts in the Middle East.]

It is expected that the price of oil will be volatile for the foreseeable future given the current geopolitical risks, the ongoing global impact of the Russia-Ukraine [removed: war,] [added: war] and [removed: uncertainty around the global economy, oil demand] [added: conflicts] in [removed: China as it emerges] [added: the Middle East, the evolving macro-economic environment and supply activity] from [removed: its zero-COVID policy, production levels in] OPEC and non-OPEC oil producing countries and [removed: further] [added: the Biden Administration’s] releases from [removed: or additions to] the [removed: US] [added: U.S,] Strategic Petroleum Reserve.

As of December 31, [removed: 2022,] [added: 2023,] substantially all of Occidental's outstanding debt [removed: is] [added: was] fixed rate.

■Enhancing its [removed: existing] asset base with new investments in its [removed: core] cash-generative [removed: oil and gas] [added: energy] and chemical businesses as well as emerging low-carbon [removed: businesses with a focus on its net-zero pathway;][added: businesses;]

■Advancing technologies and business solutions to help drive a sustainable low-carbon future; [removed: and]

■Further reducing long-term financial [removed: leverage.][added: leverage; and]

Occidental's operational priorities for [removed: 2022] [added: 2023] were to maximize operational efficiencies by investing [removed: $4.5] [added: $5.0] billion in high return [added: upstream] assets to generate long-term [removed: sustainable] free cash flow that will provide cash flow stability throughout the commodity cycle.

With [removed: the increase in] [added: favorable] commodity prices and Occidental’s [removed: focus on its] [added: success with] operational efficiencies, Occidental’s [removed: higher] [added: generated] cash flow [removed: allowed it to reduce its leverage] [added: enabled share repurchases] and [removed: advance] [added: the commencement of preferred equity redemption, advancing] its shareholder return framework.

[removed: DEBT AND INTEREST RATE SWAPS][added: | Gains on interest rate swaps and warrants | | | $ | — | | $ | 317 | | $ | 122 | |]

As of December 31, [removed: 2022,] [added: 2023,] Occidental had [removed: debt maturities of approximately $22 million in 2023,] $1.1 billion in [removed: 2024] [added: current maturities of long-term debt which are due in 2024,] and [added: an additional] $1.2 billion in [added: long-term obligations due in] 2025.

As of the date of this filing, Occidental’s long-term debt was rated [removed: BB+ by Fitch Ratings, Ba1] [added: Baa3] by Moody’s Investors [removed: Service] [added: Service, BBB- by Fitch Ratings] and BB+ by Standard and Poor’s.

[removed: Occidental’s] [added: A] non-investment grade debt rating may require Occidental or its subsidiaries to provide financial assurance in the form of cash, letters of credit, surety bonds or other acceptable support under certain contractual arrangements.

| [removed: ] [added: ] | | | | | | MANAGEMENT’S DISCUSSION AND ANALYSIS | | |

SHAREHOLDER RETURN [removed: FRAMEWORK][added: PRIORITIES]

[removed: In February 2023, the Board authorized a new share repurchase program] [added: As] of [removed: up to $3.0] [added: December 31, 2023, $1.2] billion [added: remained] of Occidental’s [removed: shares of common stock.][added: $3.0 billion share repurchase program, which the Board authorized in February 2023.]

[removed: Occidental’s preferred stock includes] [added: Prior to August 2029,] a mandatory redemption provision [removed: that] obligates Occidental to redeem [removed: the] preferred [added: stock] at [removed: 110% of the par] [added: a 10% premium to face] value on a dollar-for-dollar basis for every dollar distributed to common shareholders [added: (either via common stock dividends or share repurchases)] above $4.00 per share, on a trailing 12-month basis.

The Principles reinforce the alignment among Occidental’s core values, goals and strategies, underpin [removed: our operational management system,] [added: its Operational Management System,] and help to guide [removed: our] [added: the] workforce across [removed: our] [added: its] businesses.

[removed: During 2022,] [added: As a result of these initiatives,] Occidental [removed: undertook] [added: has completed] the following actions, among others, toward advancing its low-carbon strategy:

The future costs associated with emissions reduction, carbon removal and CCUS to meet its long-term net-zero GHG goals may be substantial and execution of [removed: its] [added: Occidental’s] plans and net-zero pathway depends on securing third-party capital investments.

[added: As reflected by the joint venture with BlackRock,] Occidental is pursuing multiple pathways to fund these projects including project financing, long-term carbon removal or CCUS agreements, and identifying business opportunities with stakeholders in carbon-intensive [removed: industries][added: industries.]

In addition to efficient capital allocation and deployment discussed below in the section titled [Oil and Gas Segment - Business [removed: Strategy](#i86e58429a1ce4b2d8f6d6a071ee76a96_79)*,*] [added: Strategy](#i804c34d268c94c25bd067814a80e3693_79)*,*] Occidental believes its most significant performance indicators are:

The macroeconomic softening of major world economies as inflation pressures are being mitigated with higher interest rates have resulted in a decrease in benchmark oil prices year-over-year.

■Delivering a sustainable and growing dividend;

■Strengthening Occidental’s U.S. onshore portfolio with premier Permian Basin assets through the CrownRock Acquisition, which is expected to be immediately cash flow accretive.

Despite a softer market, OxyChem generated its third-highest year of earnings.

As of December 31, 2023, future principal payments of debt were less than $18.0 billion, of which $1.1 billion is due in in 2024, $1.2 billion in 2025, $1.4 billion in 2026, $0.9 billion in 2027, and $13.3 billion due in 2028 and thereafter.

In connection with entering into an agreement to acquire CrownRock, Occidental secured a fully-committed $5.3 billion bridge loan facility, a $2.0 billion 364-day term loan, and a $2.7 billion two-year term loan.

Prior to or concurrent with the closing of the acquisition, Occidental plans to issue new debt comprised of a combination of the term loans and senior unsecured notes.

In addition, Occidental plans to refinance a majority of the $1.2 billion of CrownRock’s existing debt assumed in the acquisition.

Occidental intends to repay at least $4.5 billion of debt within twelve months of closing the acquisition with proceeds from the divestiture program and excess cash flows.

Occidental's credit rating was upgraded to investment grade by Moody's Investors Service in March 2023 and by Fitch Ratings in May 2023.

In 2023, Occidental declared dividends to common shareholders of $646 million, or $0.72 per share, and repurchased 29.1 million common shares at an average price of $61.09 per share under the $3.0 billion share repurchase program announced in February 2023.

In February 2024, Occidental’s Board declared an increased dividend rate of $0.22 per share per quarter or $0.88 on an annualized basis.

Additional free cash flows from the CrownRock Acquisition are expected to support the increase of the quarterly dividend to $0.22 per share.

In 2023, Occidental redeemed preferred stock with a face value of $1.5 billion, and incurred $151 million in redemption premiums as its trailing 12-month distributions to common shareholders were above $4.00 per share.

As of December 31, 2023, $8.5 billion face value of the preferred stock remains outstanding.

In light of the CrownRock Acquisition, Occidental’s shareholder return priorities aim to provide a growing sustainable dividend and reduce outstanding debt principal to below $15 billion before resuming share repurchases.

■Acquired full ownership of DAC technology developer Carbon Engineering, Ltd;

■Reduced estimated methane emissions by approximately 58% from 2019 and 40% from 2021, along with CO2 reductions;

■Entered into a joint venture agreement with BlackRock, through a fund managed by its Diversified Infrastructure business, for the development of STRATOS, Occidental’s first large-scale Direct Air Capture plant in Ector County, Texas, which provides $550 million of committed investment from BlackRock's fund;

■STRATOS construction progressed on schedule;

■South Texas DAC Hub selected for a U.S. Department of Energy DAC demonstration grant, with funding to be announced in 2024, and commenced front-end engineering and design;

■Achieved global 67% reduction in routine flaring of gas in 2023 from its 2020 baseline through commissioning additional compression in Oman while its U.S. oil and gas operations sustained zero routine flaring;

■Removed or converted all remaining high-bleed pneumatic control devices found in Occidental’s U.S. onshore oil and operations; and

■Original signatory to the Oil and Gas Decarbonization Charter and committed funding to the World Bank’s Global Flaring and Methane Reduction Partnership, both announced at the UN’s COP28 Climate Change Conference.

In 2024, Occidental plans to spend $4.8 billion to $5.0 billion to develop its oil and gas assets, excluding amounts associated with the CrownRock Acquisition.

In December 2023, Occidental entered into an agreement to purchase CrownRock L.P. for total consideration of $12.0 billion.

Occidental intends to finance the purchase with the issuance of $9.1 billion of new debt, the issuance of approximately $1.7 billion of common equity and the assumption of CrownRock’s $1.2 billion of existing debt.

Occidental believes the CrownRock Acquisition will deliver immediate and significant free cash flow accretion and improve scale in the Midland Basin, along with a unique opportunity to add to Occidental’s high-grade U.S. onshore asset portfolio.

This free cash flow accretion will also enable Occidental to increase its dividend in the near term, and provides high-margin inventory that will support the sustainable growth over time.

On January 19, 2024, Occidental and the Sellers each received a Second Request from the FTC in connection with the FTC’s review of the CrownRock Acquisition.

A Second Request extends the waiting period imposed by the HSR Act until 30 days after each of Occidental and the Sellers have substantially complied with the Second Request issued to them, unless that period is extended voluntarily by Occidental and the Sellers or terminated sooner by the FTC.

Occidental and the Sellers continue to work constructively with the FTC in its review of the CrownRock Acquisition, which Occidental expects will close in the second half of 2024.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2023 | | | 2022 | | |

Approximately $4.1 billion to $4.3 billion of Occidental’s worldwide capital budget is expected to be allocated to its domestic operations in 2024, before the impact of the CrownRock Acquisition.

Permian EOR produced from approximately 13,000 gross wells in 2023.

Through thoughtful planning, Occidental has established a steady cadence of permit approvals through various agencies, local governments and the ECMC through the demonstration of best-in-class operations mitigations, robust community outreach and protective site selection.

In 2023, Occidental submitted Oil and Gas Development Plans comprising over 200 wells to the ECMC.

Development projects continued with the strategy of accelerated delivery at Horn Mountain, Lucius, and Holstein facilities.

The return of oil demand to its pre-pandemic levels, the ongoing global impact of the Russia-Ukraine war and the limited increase in supply in 2022 have resulted in an increase in benchmark oil prices year-over-year.

■Returning capital to shareholders, while redeeming a portion of preferred equity to continue improving Occidental’s financial position;

OxyChem generated record earnings, beating its previous record set in 2021.

Strong cash flow in 2022 allowed Occidental to continue its deleveraging efforts.

In 2022, Occidental reduced its debt principal by more than $10.5 billion, leaving less than $18.0 billion outstanding as of December 31, 2022, and meeting its near-term debt reduction goal.

The current maturity of $22 million was paid in January 2023, leaving no debt maturing in 2023.

Occidental’s $673 million 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 in October 2023, which, if put in whole, would require a payment of approximately $344 million at such date.

Occidental currently has the intent and ability to meet this obligation, including, if necessary, using amounts available under the RCF should the put right be exercised.

In the year ended December 31, 2022, Occidental settled all outstanding interest rate swaps with $255 million in cash and the application of $144 million collateral, leaving none outstanding as of December 31, 2022.

Occidental believes the deleveraging performed to date may lead to future ratings upgrades, but cannot determine the timing of any potential ratings change.

Occidental’s current dividend is $0.18 per share per quarter, or $0.72 on an annualized basis.

During the fourth quarter of 2022, Occidental completed its $3.0 billion share repurchase program.

Occidental anticipates that a higher percentage of excess free cash flow is expected to be allocated to shareholder returns in 2023 with the intention to begin redeeming the preferred stock.

■Achieved zero routine flaring of gas across its U.S. oil and gas operations, 8 years ahead of the World Bank’s 2030 target;

■Reduced estimated methane emissions by 33% from the 2020 baseline;

■Began construction activities for DAC 1 in the Permian;

■Acquired interests in approximately 265,000 net acres of pore space access along the U.S. Gulf Coast; and

■Invested approximately $530 million in low-carbon businesses, technologies, and net-zero pathway advancements, including the aforementioned pore space.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In 2023, Occidental plans to spend $4.3 billion to $4.7 billion to develop its oil and gas assets.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Technology improvements, such as the recent trend toward vertical

In the DJ Basin, horizontal drilling results in the field continue to be strong, with improved operational efficiencies in drilling and completions.

In 2022, Occidental drilled 68 operated horizontal wells and completed 54 operated horizontal wells.

Occidental is focusing on obtaining the necessary state, local and federal permits required to construct facilities and drill and complete wells in the DJ Basin.

Under these new regulations and through thoughtful surface location planning, Occidental obtained COGCC approval for five Oil and Gas Development Plans, inclusive of 12 well pad and facility locations and approximately 150 wells.

In 2023, Occidental plans to submit state and local permits with the goal of building operational inventory and maintaining its social license to operate in Colorado.

As discussed above, Occidental does not anticipate significant near-term changes to our development program in the DJ Basin based on these regulations.

However, if Occidental is unable to obtain new drilling permits to develop a significant portion of the company’s undeveloped acreage in the DJ Basin, the company’s DJ Basin assets may be subject to testing for impairment, and if deemed to be impaired, such impairment could be material to our financial statements.

In 2022, Occidental drilled 19 operated horizontal wells and completed 14 horizontal wells in the Powder River Basin.

The company plans to run one continuous operated drilling rig in 2023 with targeted completion activity throughout the year.

Occidental’s position is one of the largest portfolios in the Gulf of Mexico.

In 2022, Occidental increased net production to 147 Mboe/d from approximately 88 gross wells, investing over $450 million in capital, including exploration capital, primarily directed towards drilling activity in its new Horn Mountain West subsea development, Lucius and Holstein facilities, drilling five wells using one floating drill ship, one platform rig and several service rigs.

Occidental successfully and safely initiated first production from its new Horn Mountain West field and tied back to the Horn Mountain facility, increasing production at the platform by over 34 Mboe/d from three subsea oil wells,

on budget and three months ahead of schedule.

In the fourth quarter of 2022, the new Caesar-Tonga Subsea Expansion project was also started several months ahead of schedule, debottlenecking the prolific giant Caesar-Tonga field and thus enabling future field expansion projects.

Major subsea-pumping projects supporting the Marco Polo/K2 field and the Marlin/King field were progressed as well as extensive 4D seismic shoots in the Holstein field and elsewhere, setting up a runway of future development opportunities.

Price changes at current global prices and levels of production affect Occidental’s budgeted [removed: 2023] [added: 2024] pre-tax annual income by approximately [removed: $200] [added: $215] million for a $1 per barrel change in oil prices and approximately [removed: $30] [added: $25] million for a $1 per barrel change in NGL prices.

If domestic natural gas prices varied by $0.10 per Mcf, it would have an estimated annual effect on Occidental’s budgeted [removed: 2023] [added: 2024] pre-tax income of approximately [removed: $30] [added: $36] million.

If production levels [removed: change in the future,] [added: differ from Occidental’s 2024 budgeted production,] the sensitivity of Occidental’s results to prices also will change.

A $0.25 change in the Midland-to-Gulf-Coast oil spreads impacts budgeted [removed: 2023] [added: 2024] operating cash flows by approximately $65 million.

| Source of Fair Value Assets (Liabilities) *millions* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] and [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] and [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] and thereafter | | | | | | Total | | |

| Prices actively quoted | | | | | | $ | [removed: (18)] [added: 44] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: (18)] [added: 44] | |

| Prices provided by other external sources | | | | | | [removed: 31] [added: 36] | | | | | | [removed: 1] [added: (4)] | | | | | | — | | | | | | — | | | | | | 32 | | |

| Total | | | | | | $ | [removed: 13] [added: 80] | | | | | $ | [removed: 1] [added: (4)] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 14] [added: 76] | |

| [removed: ] [added: ] | | | | | | QUANTITATIVE AND QUALITATIVE DISCLOSURES | | |

As of December 31, [removed: 2022,] [added: 2023,] Occidental had fixed rate debt with a fair value of [removed: $17.5] [added: $18.0] billion outstanding.

A 25-basis point change in Treasury rates would change the fair value of the fixed rate debt approximately [removed: $295] [added: $282] million.

| *millions except percentages* | | | [removed: | | |] U.S. Dollar Fixed-Rate Debt | | | [removed: | | |] U.S. Dollar Variable-Rate Debt | | | [removed: | | |] Total (a) | | |

| 2025 | | | [removed: | | |] 1,208 | | | [removed: | | |] — | | | [removed: | | |] 1,208 | | |

| 2026 | | | [removed: | | |] 1,448 | | | [removed: | | |] — | | | [removed: | | |] 1,448 | | |

| 2027 | | | [removed: | | |] 903 | | | [removed: | | |] — | | | [removed: | | |] 903 | | |

| Weighted-average interest rate | | | [removed: | | | 5.92% | | | | | | 5.32%] [added: 5.91%] | | | [added: 5.75%] | | | 5.91% | | |

(a)Excluded net unamortized debt premiums of [removed: $1.3] [added: $1.2] billion and debt issuance costs of [removed: $73] [added: $106] million.

As of December 31, [removed: 2022,] [added: 2023,] the substantial majority of the credit exposures were with investment grade counterparties.

Occidental believes its exposure to credit-related losses as of December 31, [removed: 2022,] [added: 2023,] was not material and losses associated with credit risk have been insignificant for all years presented.

| [removed: ] [added: ] | | | | | | FINANCIAL STATEMENTS INDEX | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2024 | | | $ | 1,055 | | $ | — | | $ | 1,055 | |

| 2028 | | | 906 | | | — | | | 906 | | |

| Thereafter | | | 12,367 | | | 68 | | | 12,435 | | |

| Total | | | $ | 17,887 | | $ | 68 | | $ | 17,955 | |

| Fair Value | | | $ | 18,011 | | $ | 68 | | $ | 18,079 | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2023 | | | | | | $ | 22 | | | | | $ | — | | | | | $ | 22 | |

| 2024 | | | | | | 1,056 | | | | | | — | | | | | | 1,056 | | |

| Thereafter | | | | | | 13,253 | | | | | | 68 | | | | | | 13,321 | | |

| Total | | | | | | $ | 17,890 | | | | | $ | 68 | | | | | $ | 17,958 | |

| Fair Value | | | | | | $ | 17,508 | | | | | $ | 68 | | | | | $ | 17,576 | |

Occidental has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a [removed: governmental] [added: government] authority is a party and potential monetary sanctions are involved.

Occidental believes proceedings under this threshold are not material to Occidental's [removed: business] [added: businesses] and financial condition.

For information regarding other legal proceedings, see the information under Lawsuits, Claims, Commitments and Contingencies in the Management’s Discussion and Analysis section of this Form 10-K and in [Note 13 - Lawsuits, Claims, Commitments and [removed: Contingencies](#i86e58429a1ce4b2d8f6d6a071ee76a96_196)] [added: Contingencies](#i804c34d268c94c25bd067814a80e3693_205)] in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

A subsidiary of Occidental has settled a previously disclosed matter by paying in January 2024 an administrative penalty of $1.2 million to the State of New Mexico to resolve violations alleged to have occurred under federal and state air quality regulations between 2016 and 2019 at a facility in Eddy County, New Mexico, and that were voluntarily disclosed by the subsidiary.

In January 2023, the U.S. District Court for the District of New Mexico entered a consent decree under which two Occidental subsidiaries settled a previously-reported citizen suit alleging violations of certain federal air quality regulations, which the subsidiaries deny, by paying a civil penalty of $500,000 to the U.S. Department of the Treasury and depositing an additional $500,000 with the U.S. District Court for the District of New Mexico to fund a supplemental environmental project in lieu of penalties, among other terms.

| | | | For the fiscal year ended | | | December 31, [removed: 2022] [added: 2023] | | | | | | For the transition period from to | | | | | |

The aggregate market value of the registrant’s Common Stock held by nonaffiliates of the registrant was approximately [removed: $53.0] [added: $51.7] billion computed by reference to the closing price on the New York Stock Exchange of [removed: $58.88] [added: $58.80] per share of Common Stock on June 30, [removed: 2022.][added: 2023.]

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 900,072,447] [added: 879,499,439] shares of Common Stock outstanding, par value $0.20 per share.

Portions of the registrant’s definitive Proxy Statement, relating to its [removed: 2022] [added: 2024] Annual Meeting of Stockholders, are incorporated by reference into Part III of this Form 10-K.

| Items 1 and 2. | | | [Business and [removed: Properties](#i86e58429a1ce4b2d8f6d6a071ee76a96_19)] [added: Properties](#i804c34d268c94c25bd067814a80e3693_22)] | | | [removed: [3](#i86e58429a1ce4b2d8f6d6a071ee76a96_19)] [added: [3](#i804c34d268c94c25bd067814a80e3693_22)] | | |

| | | | [removed: Human] [added: [Human] Capital [removed: Resources] [added: Resources](#i804c34d268c94c25bd067814a80e3693_28)] | | | [removed: [3](#i86e58429a1ce4b2d8f6d6a071ee76a96_25)] [added: [3](#i804c34d268c94c25bd067814a80e3693_28)] | | |

| | | | [Environmental [removed: Regulation](#i86e58429a1ce4b2d8f6d6a071ee76a96_46)] [added: Regulation](#i804c34d268c94c25bd067814a80e3693_31)] | | | [removed: [6](#i86e58429a1ce4b2d8f6d6a071ee76a96_46)] [added: [6](#i804c34d268c94c25bd067814a80e3693_31)] | | |

| | | | [Available [removed: Information](#i86e58429a1ce4b2d8f6d6a071ee76a96_28)] [added: Information](#i804c34d268c94c25bd067814a80e3693_34)] | | | [removed: [6](#i86e58429a1ce4b2d8f6d6a071ee76a96_28)] [added: [6](#i804c34d268c94c25bd067814a80e3693_34)] | | |

| | | | [Oil and Gas [removed: Operations](#i86e58429a1ce4b2d8f6d6a071ee76a96_31)] [added: Operations](#i804c34d268c94c25bd067814a80e3693_37)] | | | [removed: [7](#i86e58429a1ce4b2d8f6d6a071ee76a96_31)] [added: [7](#i804c34d268c94c25bd067814a80e3693_37)] | | |

| | | | [Chemical [removed: Operations](#i86e58429a1ce4b2d8f6d6a071ee76a96_37)] [added: Operations](#i804c34d268c94c25bd067814a80e3693_43)] | | | [removed: [8](#i86e58429a1ce4b2d8f6d6a071ee76a96_37)] [added: [8](#i804c34d268c94c25bd067814a80e3693_43)] | | |

| | | | [Midstream and Marketing [removed: Operations](#i86e58429a1ce4b2d8f6d6a071ee76a96_43)] [added: Operations](#i804c34d268c94c25bd067814a80e3693_49)] | | | [removed: [9](#i86e58429a1ce4b2d8f6d6a071ee76a96_43)] [added: [9](#i804c34d268c94c25bd067814a80e3693_49)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i86e58429a1ce4b2d8f6d6a071ee76a96_49)] [added: Factors](#i804c34d268c94c25bd067814a80e3693_52)] | | | [removed: [10](#i86e58429a1ce4b2d8f6d6a071ee76a96_49)] [added: [10](#i804c34d268c94c25bd067814a80e3693_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i86e58429a1ce4b2d8f6d6a071ee76a96_52)] [added: Comments](#i804c34d268c94c25bd067814a80e3693_55)] | | | [removed: [20](#i86e58429a1ce4b2d8f6d6a071ee76a96_52)] [added: [24](#i804c34d268c94c25bd067814a80e3693_55)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i86e58429a1ce4b2d8f6d6a071ee76a96_55)] [added: Proceedings](#i804c34d268c94c25bd067814a80e3693_58)] | | | [removed: [20](#i86e58429a1ce4b2d8f6d6a071ee76a96_55)] [added: [25](#i804c34d268c94c25bd067814a80e3693_58)] | | |

| Item 4. | | | [removed: Mine] [added: [Mine] Safety [removed: Disclosures] [added: Disclosures](#i804c34d268c94c25bd067814a80e3693_61)] | | | [removed: [20](#i86e58429a1ce4b2d8f6d6a071ee76a96_58)] [added: [25](#i804c34d268c94c25bd067814a80e3693_61)] | | |

| | | | [Information about Executive [removed: Officers](#i86e58429a1ce4b2d8f6d6a071ee76a96_61)] [added: Officers](#i804c34d268c94c25bd067814a80e3693_64)] | | | [removed: [21](#i86e58429a1ce4b2d8f6d6a071ee76a96_61)] [added: [26](#i804c34d268c94c25bd067814a80e3693_64)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i86e58429a1ce4b2d8f6d6a071ee76a96_67)] [added: Securities](#i804c34d268c94c25bd067814a80e3693_70)] | | | [removed: [22](#i86e58429a1ce4b2d8f6d6a071ee76a96_67)] [added: [27](#i804c34d268c94c25bd067814a80e3693_70)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i86e58429a1ce4b2d8f6d6a071ee76a96_73)] [added: Operations](#i804c34d268c94c25bd067814a80e3693_73)] | | | [removed: [24](#i86e58429a1ce4b2d8f6d6a071ee76a96_73)] [added: [29](#i804c34d268c94c25bd067814a80e3693_73)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i86e58429a1ce4b2d8f6d6a071ee76a96_130)] [added: Risk](#i804c34d268c94c25bd067814a80e3693_130)] | | | [removed: [56](#i86e58429a1ce4b2d8f6d6a071ee76a96_130)] [added: [62](#i804c34d268c94c25bd067814a80e3693_130)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i86e58429a1ce4b2d8f6d6a071ee76a96_133)] [added: Data](#i804c34d268c94c25bd067814a80e3693_133)] | | | [removed: [58](#i86e58429a1ce4b2d8f6d6a071ee76a96_133)] [added: [64](#i804c34d268c94c25bd067814a80e3693_133)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i86e58429a1ce4b2d8f6d6a071ee76a96_229)] [added: Disclosure](#i804c34d268c94c25bd067814a80e3693_226)] | | | [removed: [127](#i86e58429a1ce4b2d8f6d6a071ee76a96_229)] [added: [131](#i804c34d268c94c25bd067814a80e3693_226)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i86e58429a1ce4b2d8f6d6a071ee76a96_232)] [added: Procedures](#i804c34d268c94c25bd067814a80e3693_229)] | | | [removed: [127](#i86e58429a1ce4b2d8f6d6a071ee76a96_232)] [added: [131](#i804c34d268c94c25bd067814a80e3693_229)] | | |

| Item 9B. | | | [Other [removed: Information](#i86e58429a1ce4b2d8f6d6a071ee76a96_241)] [added: Information](#i804c34d268c94c25bd067814a80e3693_238)] | | | [removed: [127](#i86e58429a1ce4b2d8f6d6a071ee76a96_241)] [added: [131](#i804c34d268c94c25bd067814a80e3693_238)] | | |

| Item 9C. | | | [removed: Disclosure] [added: [Disclosure] Regarding Foreign Jurisdictions that Prevented [removed: Inspections] [added: Inspections](#i804c34d268c94c25bd067814a80e3693_241)] | | | [removed: [127](#i86e58429a1ce4b2d8f6d6a071ee76a96_244)] [added: [131](#i804c34d268c94c25bd067814a80e3693_241)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i86e58429a1ce4b2d8f6d6a071ee76a96_250)] [added: Governance](#i804c34d268c94c25bd067814a80e3693_247)] | | | [removed: [128](#i86e58429a1ce4b2d8f6d6a071ee76a96_250)] [added: [132](#i804c34d268c94c25bd067814a80e3693_247)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i86e58429a1ce4b2d8f6d6a071ee76a96_253)] [added: Compensation](#i804c34d268c94c25bd067814a80e3693_250)] | | | [removed: [128](#i86e58429a1ce4b2d8f6d6a071ee76a96_253)] [added: [132](#i804c34d268c94c25bd067814a80e3693_250)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i86e58429a1ce4b2d8f6d6a071ee76a96_256)] [added: Matters](#i804c34d268c94c25bd067814a80e3693_253)] | | | [removed: [128](#i86e58429a1ce4b2d8f6d6a071ee76a96_256)] [added: [132](#i804c34d268c94c25bd067814a80e3693_253)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i86e58429a1ce4b2d8f6d6a071ee76a96_259)] [added: Independence](#i804c34d268c94c25bd067814a80e3693_256)] | | | [removed: [128](#i86e58429a1ce4b2d8f6d6a071ee76a96_259)] [added: [132](#i804c34d268c94c25bd067814a80e3693_256)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i86e58429a1ce4b2d8f6d6a071ee76a96_262)] [added: Services](#i804c34d268c94c25bd067814a80e3693_259)] | | | [removed: [129](#i86e58429a1ce4b2d8f6d6a071ee76a96_262)] [added: [133](#i804c34d268c94c25bd067814a80e3693_259)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i86e58429a1ce4b2d8f6d6a071ee76a96_268)] [added: Schedules](#i804c34d268c94c25bd067814a80e3693_265)] | | | [removed: [129](#i86e58429a1ce4b2d8f6d6a071ee76a96_268)] [added: [133](#i804c34d268c94c25bd067814a80e3693_265)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i86e58429a1ce4b2d8f6d6a071ee76a96_271)] [added: Summary](#i804c34d268c94c25bd067814a80e3693_268)] | | | [removed: [131](#i86e58429a1ce4b2d8f6d6a071ee76a96_271)] [added: [135](#i804c34d268c94c25bd067814a80e3693_268)] | | |

| [removed: COGCC] [added: ECMC] | | | Colorado [removed: Oil] [added: Energy] and [added: Carbon Management Commission, formerly the Colorado Oil &] Gas Conservation Commission | | |

| CROCE | | | cash [removed: returns] [added: return] on capital employed | | |

| DSCC | | | Diamond [removed: Alkali] [added: Shamrock] Chemicals Company | | |

| the [removed: Plan] [added: Plans] | | | [added: the] stockholder-approved 2015 Long-Term Incentive Plan, as amended and restated, for certain employees and directors [added: and the Phantom Share Unit Award Plan] | | |

| [removed: 2022] [added: 2023] Form 10-K | | | Occidental’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] | | |

| [removed: ] [added: ] | | | | | | BUSINESS AND PROPERTIES | | |

Occidental’s [added: President and] CEO also answers employee questions during these conversations.

[removed: The intent of Occidental’s DIB culture is] [added: Occidental strives] to create an environment where employees’ differences are appreciated, celebrated and encouraged.

This diversity enriches Occidental’s [removed: culture,] [added: culture and] its employees' experiences on the job and contributes to an innovative and effective business model that encourages local communities to thrive.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [General](#i804c34d268c94c25bd067814a80e3693_25) | | | [3](#i804c34d268c94c25bd067814a80e3693_25) | | |

| Item 1C. | | | [Cybersecurity](#i804c34d268c94c25bd067814a80e3693_549755816735) | | | [24](#i804c34d268c94c25bd067814a80e3693_55) | | |

| BlackRock | | | BlackRock Inc., which has formed a joint venture with Occidental on the construction of STRATOS | | |

| CEO | | | Chief Executive Officer | | |

| CrownRock Acquisition | | | A pending transaction pursuant to the Purchase Agreement in which Occidental seeks to acquire all of the outstanding partnership interests of CrownRock, L.P. | | |

| FTC | | | Federal Trade Commission | | |

| HLBV | | | Hypothetical Liquidation at Book Value | | |

| HSR | | | Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) | | |

| IRA | | | Inflation Reduction Act | | |

| IRS | | | Internal Revenue Service | | |

| MMcf/d | | | million cubic feet per day | | |

| NCI | | | Non-controlling interest | | |

| OECD | | | Organization for Economic Cooperation and Development | | |

| Purchase Agreement | | | The Partnership Interest Purchase Agreement, dated as of December 10, 2023, by and among Occidental Petroleum Corporation, CrownRock Holdings, L.P., CrownRock GP, LLC, Coral Holdings LP, LLC and Coral Holdings GP, LLC | | |

| Second Request | | | Occidental and CrownRock each received a request for additional information and documentary material from the FTC in connection with the FTC’s review of the CrownRock Acquisition | | |

| Sellers | | | CrownRock Holdings, L.P., a Delaware limited partnership and CrownRock GP, LLC, a Delaware limited liability company, the Sellers under the Purchase Agreement | | |

| STRATOS | | | Occidental’s first large-scale DAC facility in Ector County, Texas | | |

Educational sessions are available to the entire workforce for continued

- Asian Heritage Network

Occidental has expanded on-demand professional and development classes and mentoring to enhance critical business skills, broaden employee networks, and engage its employees.

benefits.

Over the past several years, Occidental has taken numerous steps to enhance the support of employee mental health.

Lyra Health professionals provide virtual or in-person support for a variety of mental health concerns including anxiety, depression, stress management, parenting challenges, relationship conflicts and sleep problems.

Online tools, mental health courses and other resources are also available with guided meditations, videos and small group discussions to help improve well-being and provide personal and professional development.

Occidental’s Operating Management System sets expectations, provides guidance, training and resources, and empowers employees and contractors to stop any job or activity if they observe conditions that may give rise to a safety or environmental incident.

In 2023, the Company focused on reducing incident severity, enhancing contractor safety programs and harmonizing safety systems, programs and tools.

These efforts helped Occidental sustain its robust safety record and promote continued improvements and innovations in safety, efficiency, reliability and environmental stewardship.

| Union | | | | | | 420 | | | | | | 316 | | | | | | 48 | | | | | | — | | | | | | 784 | | |

| Non-Union | | | | | | 8,434 | | | | | | 3,104 | | | | | | 124 | | | | | | 124 | | | | | | 11,786 | | |

| Total | | | | | | 8,854 | | | | | | 3,420 | | | | | | 172 | | | | | | 124 | | | | | | 12,570 | | |

In 2023, Occidental acquired Carbon Engineering, a developer of DAC technology, and entered into a joint venture with BlackRock on the construction of STRATOS, Occidental’s first large-scale DAC facility in Ector County, Texas.

| | | | [General](#i86e58429a1ce4b2d8f6d6a071ee76a96_22) | | | [3](#i86e58429a1ce4b2d8f6d6a071ee76a96_22) | | |

| LIBOR | | | London Interbank Offered Rate | | |

Occidental conducted a robust survey across the organization, the results of which were reviewed by the Board and became a basis for Occidental’s core values.

DIB powers Occidental’s innovation and spirit of excellence, as well as its knowledge and results.

Embedding DIB into Occidental’s culture enhances collaboration, performance and growth and helps uphold its organizational values.

business segments, domestic and international.

In 2022, Occidental began to return to in-person interviews, and the university relations team worked with universities and their staff to ensure that any in-person interviews and events were conducted safely.

In addition, all college internships were in-person with appropriate health and safety precautions as senior leadership continued to monitor federal, state and local guidance and public health data.

The Human Resources department solicited feedback from employees participating in the Balanced Workplace Program regarding their experience and to gauge interest in other work arrangements.

Following review of such feedback, in June 2022, the Human Resources department began conducting a fully remote pilot program for employees in certain functions.

In January 2022, Occidental expanded its development and training opportunities and programs from 94 on-demand professional development classes to over 3,000 on-demand classes with over 26,000 types of learning materials (videos, audio books, etc.).

In May 2022, Occidental launched its new domestic mentoring program, EMPower.

The purpose of this program is to provide an avenue for enhancing critical business skills, broadening employee networks, and engaging our employees.

This program is available for all domestic employees.

EMPower is intended to help employees reach their potential through training and empowerment, allowing employees to advance in their careers and develop critical skills.

In 2022, Occidental awarded a one-time special bonus to recognize the innovative and dedicated work of the company’s employees and resulting strong operational and financial performance.

In January 2022, Occidental introduced a new benefit service provider that provides a health care concierge service to help families manage and navigate medical, in-home care, housing, and social/emotional support, for their own or their families’ complex care needs.

Furthermore, to make the most of employees’ benefits, it is important employees are aware of all that the company has to offer to help employees live well and work well.

In the fall of 2022, members of the company’s Employee Benefits department presented a Total Rewards Roadshow and traveled to numerous Occidental sites to connect with employees, answer questions and share valuable information about benefits.

In 2022, Occidental’s CEO and the Chairman of One Mind at Work participated in a video broadcast for employees about breaking down the stigma around mental health challenges at work and what Occidental employees can expect as we transition into an organization where mental health is an accepted and visible part of its well-being.

In 2022, the Board approved updates to the company’s longstanding Health, Safety and Environmental Principles (as revised, the HSE and Sustainability Principles) that management recommended based on engagement with shareholders, employees and other stakeholders.

The HSE and Sustainability Principles reinforce the alignment among Occidental’s core values, goals and strategies, underpin the operational management system, and help to guide Occidentals global workforce.

Occidental endeavors to apply these principles to improve workplace and contractor safety, prevent and mitigate incidents, and safeguard people and the environment in the communities where it operates.

In addition to complying with applicable HSE laws, regulations, policies and procedures, employees and contractors are empowered and expected to stop any job or activity if they observe conditions that may give rise to a safety or environmental incident, and they are often recognized for doing so.

| Union | | | | | | 416 | | | | | | 800 | | | | | | 50 | | | | | | — | | | | | | 1,266 | | |

| Non-Union | | | | | | 7,842 | | | | | | 2,624 | | | | | | 121 | | | | | | 120 | | | | | | 10,707 | | |

| Total | | | | | | 8,258 | | | | | | 3,424 | | | | | | 171 | | | | | | 120 | | | | | | 11,973 | | |

| Canada | | | Equity investment in developing DAC technology, which captures CO2 directly from the atmosphere | | | N/A | | |

Gas capacities are expressed in Bcf/d.

RISK MANAGEMENT AND STRATEGY

Occidental has implemented and maintains processes for assessing, identifying and managing material risks from potential unauthorized occurrences on or through its IT and ICS networks that may result in material adverse effects on the confidentiality, integrity and availability of Occidental’s systems and the information residing in those systems.

These include a wide variety of mechanisms, controls, technologies, methods, systems, written policies, physical safeguards and other processes designed to prevent or mitigate data loss, theft, misuse or other security incidents or vulnerabilities affecting Occidental’s systems and the data it collects, processes, stores and transmits as part of its businesses.

Occidental has developed a robust cybersecurity program which is reviewed by senior leadership including its Chief Information Officer (CIO) and other stakeholders as part of its standard general IT controls.

Business network and ICS cybersecurity risks are handled by separate and dedicated Occidental teams and are incorporated into Occidental’s enterprise risk management program.

Occidental’s cybersecurity strategy is intended to mitigate cybersecurity threats identified in the risk management process and provide a framework for Occidental to have appropriate administrative, technical and physical safeguards to protect its systems and data and respond effectively to cybersecurity threats.

The Company’s cybersecurity program aligns with the NIST framework and leverages people, processes and technology to identify and respond to cybersecurity threats in a timely manner.

Occidental relies on continuous security monitoring, penetration testing, vulnerability scanning, personnel training and other tools to identify and mitigate potential cybersecurity threats.

Occidental also has established cybersecurity policies that address its cybersecurity practices and controls.

The Company conducts internal security audits, including audits conducted by third parties, and other assessments.

In addition to its administrative and technical safeguards, Occidental has implemented physical safeguards intended to mitigate risks to its systems.

Using a standardized written evaluation and other investigative processes, Occidental identifies and assesses cybersecurity risks flowing from its vendors and suppliers, and manages these using a risk-based approach.

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|  | | | | | | OTHER INFORMATION | | |

Occidental has implemented and maintains a cybersecurity incident response plan that provides the organizational and operational protocol for the Company to effectively and timely respond to cybersecurity incidents.

In the event of a material cybersecurity incident, Occidental’s CIO will receive regular updates and monitor detection, mitigation and remediation through reports from a team of experienced cybersecurity leaders responsible for actioning the Company’s cybersecurity incident response plan.

As a material cybersecurity incident is handled by the team, the CIO will maintain communication and information flow to senior leadership as well as the Audit Committee and/or the Board, as appropriate.

Cybersecurity risks and associated mitigation strategies and efforts are analyzed by senior leadership as part of the enterprise risk assessments that are reported to and discussed by the Board.

Additional information on cybersecurity risks Occidental faces is discussed in Item 1A of Part I, “Risk Factors,” under the heading “*Occidental is exposed to cyber-related risks*,” which should be read in conjunction with the foregoing information.

Occidental’s business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but Occidental cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.

For more information on Occidental’s cybersecurity related risks, see Item 1A “Risk Factors” of this Annual Report on Form 10-K.

GOVERNANCE

BOARD

The Audit Committee of the Board oversees the Company’s IT security programs, including cybersecurity, which includes review of possible external threats and potential mitigations.

The Board also reviews the Company’s cybersecurity program at least annually.

In this review, the CIO briefs the full Board on cybersecurity and data protection matters, including analysis and review of the measures implemented by the Company to identify and mitigate cybersecurity risks.

Occidental also has protocols by which material cybersecurity incidents are to be reported to the Audit Committee and/or the Board, as appropriate.

SENIOR MANAGEMENT

Occidental’s CIO, who has over 20 years of IT and cybersecurity experience at the Company and elsewhere, heads the team responsible for implementing and maintaining cybersecurity and data protection practices across Occidental’s businesses and reports directly to the President and CEO.

Occidental has a centrally coordinated team, led by its CIO, responsible for implementing and maintaining cybersecurity and data protection practices across the Company.

Occidental’s CIO regularly reviews risk management measures and the overall cyber risk strategy implemented and maintained by the Company.

The CIO receives regular updates on Occidental’s cybersecurity program and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents through reports from the Company’s cybersecurity leaders, each of whom is supported by a team of trained cybersecurity professionals.

In addition to Occidental’s extensive in-house cybersecurity capabilities, Occidental also engages assessors, consultants, auditors or other third parties when necessary to assist with assessing, identifying and managing cybersecurity risks.

| [removed: ] [added: ] | | | | | | OTHER INFORMATION | | |

The following table sets forth the executive officers of Occidental as of February [removed: 27, 2023:][added: 14, 2024:]

| Name Current Title | | | Age as of February [removed: 27, 2023] [added: 14, 2024] | | | Positions with Occidental and Employment History | | |

| Peter J. Bennett Vice President | | | [removed: 55] [added: 56] | | | President, Commercial Development U.S. Onshore Resources and Carbon Management since October 2020; President and General Manager of Permian Resources and the Rockies, 2020; Senior Vice President, Permian Resources, 2018-2020; President and General Manager - Permian Resources New Mexico, 2017-2018; Chief Transformation Officer, 2016-2017. | | |

| Christopher O. Champion Vice President, Chief Accounting Officer and Controller | | | [removed: 53] [added: 54] | | | Vice President, Chief Accounting Officer and Controller since August 2019; Anadarko Petroleum Corporation: Senior Vice President, Chief Accounting Officer and Controller, 2017-2019, Vice President, Chief Accounting Officer and Controller, 2015-2017. | | |

| Kenneth Dillon Senior Vice President | | | [removed: 63] [added: 64] | | | Senior Vice President since December 2016; President – International Oil and Gas Operations since June 2016. | | |

| Vicki Hollub President and Chief Executive Officer | | | [removed: 63] [added: 64] | | | President, Chief Executive Officer and Director since April 2016. | | |

| Sylvia J. Kerrigan Senior Vice President and Chief Legal Officer | | | [removed: 57] [added: 58] | | | Senior Vice President and Chief Legal Officer since October 2022; Executive Director of the Kay Bailey Hutchison Energy Center for Business, Law and Policy at The University of Texas, 2017-2022; Executive Vice President, General Counsel and Corporate Secretary of Marathon Oil Corporation, 2009-2017. | | |

| Robert L. Peterson [removed: Senior] [added: Executive] Vice [removed: President and Chief Financial Officer] [added: President, Essential Chemistry] | | | [removed: 52] [added: 53] | | | [added: Executive Vice President, Essential Chemistry since August 2023;] Senior Vice President and Chief Financial Officer [removed: since April 2020;] [added: 2020-2023;] Senior Vice President, Permian EOR, 2019-2020; Vice President Permian Strategy, 2018-2019; Director Permian Business Area, 2017-2018; President OxyChem, 2014-2017. | | |

| Sunil Mathew Senior Vice President and Chief Financial Officer | | | 53 | | | Senior Vice President and Chief Financial Officer since August 2023; Vice President, Strategic Planning, Analysis and Business Development 2020-2023; Vice President, Strategic Planning and Analysis 2014-2020. | | |

| Jeff F. Simmons Senior Vice President and Chief Petrotechnical Officer | | | 64 | | | Senior Vice President, Technical and Operations Support since November 2021 and Chief Petrotechnical Officer since January 2021; Senior Vice President, Technical Planning and Evaluation 2017-2021; Executive Vice President, Growth and Operations Support 2016-2017. | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

|  | | | | | | MARKET FOR REGISTRANT’S COMMON EQUITY | | |

MARKET FOR REGISTRANT’S COMMON EQUITY

Occidental’s common stock is listed and traded on the NYSE under the ticker symbol “OXY.” The common stock was held by approximately [removed: 24,400] [added: 23,200] stockholders of record as of January 31, [removed: 2023,] [added: 2024,] which does not include beneficial owners for whom Cede and Co. or others act as nominees.

In February [removed: 2023,] [added: 2024,] the Board of Directors declared a regular quarterly dividend of [removed: $0.18] [added: $0.22] per share on common stock, [removed: an] [added: a 22%] increase [removed: of five cents] from the previous quarter, payable in April 2023.

Occidental’s share repurchase activities [removed: for the year ended December 31, 2022,] [added: in 2023,] were as follows:

| Period | | | [removed: | | | Total Number of] [added: Total Number of] Shares Purchased [removed: | | | | | |] (a) | | | [removed: Average Price Paid per Share] | | | [added: Average Price Paid per Share(c)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | [removed: | | | Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs | | | | | | (b) | | |]

[removed: (a)Included] [added: (a)Includes] purchases of [removed: 1,640,719] shares from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs.

[removed: (b)Represented the] [added: The] value remaining in Occidental's share repurchase [removed: plan.][added: program as of December 31, 2023 was $1.2 billion.]

[removed: In] [added: (b)In] February [removed: 2022,] [added: 2023,] Occidental announced [removed: an authorization] [added: a share repurchase program] to repurchase up to $3.0 billion of Occidental's shares of common stock.

The following graph compares the yearly percentage change in Occidental’s cumulative total return on its common stock with the cumulative total return of the S&P 500, which includes Occidental, with that of Occidental’s peer group over the five-year period ended December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| Fiscal Year Ended December 31, | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Occidental | | | $ | 100 | | | | | $ | [removed: 87] [added: 72] | | | | | $ | [removed: 62] [added: 33] | | | | | $ | [removed: 29] [added: 56] | | | | | $ | [removed: 49] [added: 123] | | | | | $ | [removed: 107] [added: 118] | |

| Peer Group | | | $ | 100 | | | | | $ | [removed: 92] [added: 108] | | | | | $ | [removed: 98] [added: 73] | | | | | $ | [removed: 65] [added: 108] | | | | | $ | [removed: 96] [added: 174] | | | | | $ | [removed: 149] [added: 173] | |

| [removed: ] [added: ] | | | | | | MANAGEMENT’S DISCUSSION AND ANALYSIS | | |

Occidental declared dividends of $0.72 per share in 2023.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| First Quarter 2023 | | | 12,511,237 | | | | | | $ | 60.09 | | | | | 12,511,237 | | | | | |

| Second Quarter 2023 | | | 7,233,460 | | | | | | 58.77 | | | | | | 7,233,460 | | | | | |

| Third Quarter 2023 | | | 9,468,451 | | | | | | 64.27 | | | | | | 9,337,486 | | | | | |

| October 1 - 31, 2023 | | | 186,567 | | | | | | 66.46 | | | | | | — | | | | | |

| November 1 - 30, 2023 | | | — | | | | | | — | | | | | | — | | | | | |

| December 1 - 31, 2023 | | | — | | | | | | — | | | | | | — | | | | | |

| Fourth Quarter 2023 | | | 186,567 | | | | | | 66.46 | | | | | | — | | | | | |

| Total 2023 (b) | | | 29,399,715 | | | | | | 61.15 | | | | | | 29,082,183 | | | | | |

The program does not obligate Occidental to acquire any specific number of shares and may be discontinued at any time.

(c)Average price paid does not include the impact of accrued excise tax.

|  | | | | | | MARKET FOR REGISTRANT’S COMMON EQUITY | | |

| S&P 500 | | | $ | 100 | | | | | $ | 131 | | | | | $ | 156 | | | | | $ | 200 | | | | | $ | 164 | | | | | $ | 207 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Occidental declared dividends of $0.52 per share for the year ended December 31, 2022.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| First Quarter 2022 | | | | | | 730,746 | | | | | | | | | | | | $ | 50.05 | | | | | | | | — | | | | | | $ | | | 3,000 | | | | | |

| Second Quarter 2022 | | | | | | 11,679,732 | | | | | | | | | | | | 58.38 | | | | | | | | | 11,190,640 | | | | | | | | | 2,350 | | | | | |

| Third Quarter 2022 | | | | | | 28,571,576 | | | | | | | | | | | | 63.02 | | | | | | | | | 28,409,099 | | | | | | | | | 562 | | | | | |

| October 1 - 31, 2022 | | | | | | 2,330,221 | | | | | | | | | | | | 67.35 | | | | | | | | | 2,205,352 | | | | | | | | | 414 | | | | | |

| November 1 - 30, 2022 | | | | | | 5,993,013 | | | | | | | | | | | | 70.68 | | | | | | | | | 5,859,478 | | | | | | | | | — | | | | | |

| December 1 - 31, 2022 | | | | | | — | | | | | | | | | | | | — | | | | | | | | | — | | | | | | | | | — | | | | | |

| Fourth Quarter 2022 | | | | | | 8,323,234 | | | | | | | | | | | | 69.75 | | | | | | | | | 8,064,830 | | | | | | | | | — | | | | | |

| Total 2022 | | | | | | 49,305,288 | | | | | | | | | | | | 62.86 | | | | | | | | | 47,664,569 | | | | | | | | | — | | | | | |

The plan was completed in the fourth quarter of 2022.

In February 2023, the Board authorized a new share repurchase program of up to $3.0 billion of Occidental’s shares of common stock.

MARKET FOR REGISTRANT’S COMMON EQUITY

| S&P 500 | | | $ | 100 | | | | | $ | 96 | | | | | $ | 126 | | | | | $ | 149 | | | | | $ | 191 | | | | | $ | 157 | |

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#i86e58429a1ce4b2d8f6d6a071ee76a96_136)] [added: Statements](#i804c34d268c94c25bd067814a80e3693_136)] | | | [removed: [59](#i86e58429a1ce4b2d8f6d6a071ee76a96_136)] [added: [65](#i804c34d268c94c25bd067814a80e3693_136)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i86e58429a1ce4b2d8f6d6a071ee76a96_139)] [added: Reporting](#i804c34d268c94c25bd067814a80e3693_139)] | | | [removed: [61](#i86e58429a1ce4b2d8f6d6a071ee76a96_139)] [added: [67](#i804c34d268c94c25bd067814a80e3693_139)] | | |

| [Consolidated Balance [removed: Sheets](#i86e58429a1ce4b2d8f6d6a071ee76a96_142)] [added: Sheets](#i804c34d268c94c25bd067814a80e3693_142)] | | | [removed: [62](#i86e58429a1ce4b2d8f6d6a071ee76a96_142)] [added: [68](#i804c34d268c94c25bd067814a80e3693_142)] | | |

| [Consolidated Statements of [removed: Operations](#i86e58429a1ce4b2d8f6d6a071ee76a96_145)] [added: Operations](#i804c34d268c94c25bd067814a80e3693_145)] | | | [removed: [64](#i86e58429a1ce4b2d8f6d6a071ee76a96_145)] [added: [70](#i804c34d268c94c25bd067814a80e3693_145)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i86e58429a1ce4b2d8f6d6a071ee76a96_148) (Loss)] [added: Income](#i804c34d268c94c25bd067814a80e3693_148)] | | | [removed: [65](#i86e58429a1ce4b2d8f6d6a071ee76a96_148)] [added: [71](#i804c34d268c94c25bd067814a80e3693_148)] | | |

| [Consolidated Statements [removed: of Stockholders’ Equity](#i86e58429a1ce4b2d8f6d6a071ee76a96_151)] [added: of](#i804c34d268c94c25bd067814a80e3693_151) [Equity](#i804c34d268c94c25bd067814a80e3693_151)] | | | [removed: [66](#i86e58429a1ce4b2d8f6d6a071ee76a96_151)] [added: [72](#i804c34d268c94c25bd067814a80e3693_151)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i86e58429a1ce4b2d8f6d6a071ee76a96_154)] [added: Flows](#i804c34d268c94c25bd067814a80e3693_154)] | | | [removed: [67](#i86e58429a1ce4b2d8f6d6a071ee76a96_154)] [added: [73](#i804c34d268c94c25bd067814a80e3693_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i86e58429a1ce4b2d8f6d6a071ee76a96_157)] [added: Statements](#i804c34d268c94c25bd067814a80e3693_157)] | | | [removed: [68](#i86e58429a1ce4b2d8f6d6a071ee76a96_157)] [added: [74](#i804c34d268c94c25bd067814a80e3693_157)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#i86e58429a1ce4b2d8f6d6a071ee76a96_160)] [added: Policies](#i804c34d268c94c25bd067814a80e3693_160)] | | | [removed: [68](#i86e58429a1ce4b2d8f6d6a071ee76a96_160)] [added: [74](#i804c34d268c94c25bd067814a80e3693_160)] | | |

| [Note 2 - [removed: Revenue](#i86e58429a1ce4b2d8f6d6a071ee76a96_163)] [added: Revenue](#i804c34d268c94c25bd067814a80e3693_163)] | | | [removed: [76](#i86e58429a1ce4b2d8f6d6a071ee76a96_163)] [added: [82](#i804c34d268c94c25bd067814a80e3693_163)] | | |

| [Note 3 - [removed: Inventories](#i86e58429a1ce4b2d8f6d6a071ee76a96_166)] [added: Inventories](#i804c34d268c94c25bd067814a80e3693_166)] | | | [removed: [78](#i86e58429a1ce4b2d8f6d6a071ee76a96_166)] [added: [84](#i804c34d268c94c25bd067814a80e3693_166)] | | |

| [Note 4 - Investments and Related-Party [removed: Transactions](#i86e58429a1ce4b2d8f6d6a071ee76a96_169)] [added: Transactions](#i804c34d268c94c25bd067814a80e3693_169)] | | | [removed: [78](#i86e58429a1ce4b2d8f6d6a071ee76a96_169)] [added: [84](#i804c34d268c94c25bd067814a80e3693_169)] | | |

| [Note 5 - Acquisitions, Divestitures and Other [removed: Transactions](#i86e58429a1ce4b2d8f6d6a071ee76a96_172)] [added: Transactions](#i804c34d268c94c25bd067814a80e3693_172)] | | | [removed: [80](#i86e58429a1ce4b2d8f6d6a071ee76a96_172)] [added: [85](#i804c34d268c94c25bd067814a80e3693_172)] | | |

| [removed: [Note](#i86e58429a1ce4b2d8f6d6a071ee76a96_175) [6](#i86e58429a1ce4b2d8f6d6a071ee76a96_175)] [added: [Note](#i804c34d268c94c25bd067814a80e3693_175) [6](#i804c34d268c94c25bd067814a80e3693_175)] [- Long-term [removed: Debt](#i86e58429a1ce4b2d8f6d6a071ee76a96_175)] [added: Debt](#i804c34d268c94c25bd067814a80e3693_175)] | | | [removed: [82](#i86e58429a1ce4b2d8f6d6a071ee76a96_175)] [added: [88](#i804c34d268c94c25bd067814a80e3693_175)] | | |

| [removed: [Note](#i86e58429a1ce4b2d8f6d6a071ee76a96_178) [7](#i86e58429a1ce4b2d8f6d6a071ee76a96_178)] [added: [Note](#i804c34d268c94c25bd067814a80e3693_184) [7](#i804c34d268c94c25bd067814a80e3693_184)] [- Lease [removed: Commitments](#i86e58429a1ce4b2d8f6d6a071ee76a96_178)] [added: Commitments](#i804c34d268c94c25bd067814a80e3693_184)] | | | [removed: [86](#i86e58429a1ce4b2d8f6d6a071ee76a96_178)] [added: [91](#i804c34d268c94c25bd067814a80e3693_184)] | | |

| [Note 9 - Fair Value [removed: Measurements](#i86e58429a1ce4b2d8f6d6a071ee76a96_184)] [added: Measurements](#i804c34d268c94c25bd067814a80e3693_190)] | | | [removed: [90](#i86e58429a1ce4b2d8f6d6a071ee76a96_184)] [added: [95](#i804c34d268c94c25bd067814a80e3693_190)] | | |

| [Note 10 - Income [removed: Taxes](#i86e58429a1ce4b2d8f6d6a071ee76a96_187)] [added: Taxes](#i804c34d268c94c25bd067814a80e3693_193)] | | | [removed: [91](#i86e58429a1ce4b2d8f6d6a071ee76a96_187)] [added: [95](#i804c34d268c94c25bd067814a80e3693_193)] | | |

| [Note 11 - Retirement and Postretirement Benefit [removed: Plans](#i86e58429a1ce4b2d8f6d6a071ee76a96_190)] [added: Plans](#i804c34d268c94c25bd067814a80e3693_196)] | | | [removed: [94](#i86e58429a1ce4b2d8f6d6a071ee76a96_190)] [added: [98](#i804c34d268c94c25bd067814a80e3693_196)] | | |

| [Note 12 - Environmental Liabilities and [removed: Expenditures](#i86e58429a1ce4b2d8f6d6a071ee76a96_193)] [added: Expenditures](#i804c34d268c94c25bd067814a80e3693_199)] | | | [removed: [98](#i86e58429a1ce4b2d8f6d6a071ee76a96_193)] [added: [102](#i804c34d268c94c25bd067814a80e3693_199)] | | |

| [Note 13 - Lawsuits, Claims, Commitments and [removed: Contingencies](#i86e58429a1ce4b2d8f6d6a071ee76a96_196)] [added: Contingencies](#i804c34d268c94c25bd067814a80e3693_205)] | | | [removed: [100](#i86e58429a1ce4b2d8f6d6a071ee76a96_196)] [added: [105](#i804c34d268c94c25bd067814a80e3693_205)] | | |

| [Note 15 - Stock-Based Incentive [removed: Plans](#i86e58429a1ce4b2d8f6d6a071ee76a96_202)] [added: Plans](#i804c34d268c94c25bd067814a80e3693_211)] | | | [removed: [105](#i86e58429a1ce4b2d8f6d6a071ee76a96_202)] [added: [109](#i804c34d268c94c25bd067814a80e3693_211)] | | |

| [removed: [Note] [added: NOTE] 16 - [removed: Industry Segments and Geographic Areas](#i86e58429a1ce4b2d8f6d6a071ee76a96_205) | | | [108](#i86e58429a1ce4b2d8f6d6a071ee76a96_205)] [added: GEOGRAPHIC AREAS AND INDUSTRY SEGMENTS] | | |

| [Supplemental Oil and Gas Information [removed: (Unaudited)](#i86e58429a1ce4b2d8f6d6a071ee76a96_220)] [added: (Unaudited)](#i804c34d268c94c25bd067814a80e3693_217)] | | | [removed: [110](#i86e58429a1ce4b2d8f6d6a071ee76a96_220)] [added: [114](#i804c34d268c94c25bd067814a80e3693_217)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i86e58429a1ce4b2d8f6d6a071ee76a96_226)] [added: Accounts](#i804c34d268c94c25bd067814a80e3693_223)] | | | [removed: [126](#i86e58429a1ce4b2d8f6d6a071ee76a96_226)] [added: [130](#i804c34d268c94c25bd067814a80e3693_223)] | | |

| [removed: ] [added: ] | | | | | | FINANCIAL STATEMENTS REPORT | | |

*Opinion on the [removed: Consolidated* *Financial] [added: Consolidated Financial] Statements*

We have audited the accompanying consolidated balance sheets of Occidental Petroleum Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: income (loss), stockholders’] [added: income,] equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 27, 2023] [added: 14, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

For the year ended December 31, [removed: 2022,] [added: 2023,] the Company recorded depreciation and depletion expense related to proved oil and gas properties of [removed: $6.2] [added: $6.1] billion.

The key assumptions included (1) estimated future production [removed: quantities,] [added: quantities] and (2) estimated operating and capital costs.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s depreciation and [removed: depletion process, including the estimation of proved oil and gas reserves.]

| [removed: ] [added: ] | | | | | | FINANCIAL STATEMENTS REPORT | | |

[added: We] assessed compliance of the methodology used by the Company’s engineering and technical staff to estimate proved oil and gas reserves with industry and regulatory standards.

As of December 31, [removed: 2022,] [added: 2023,] the Company’s total estimated environmental liabilities were [removed: $1] [added: $1.0] billion, which includes the estimated environmental liability for the lower 8.3 miles of the Lower Passaic River [removed: Site.][added: site.]

We involved an environmental analysis professional with specialized skills and knowledge who assisted in the evaluation of information used by [removed: management,] [added: management] including publicly available data sources.

[removed: *Determination of tax impact of the legal] [added: | Legal] entity [removed: reorganization*][added: reorganization | | | — | | | (18) | | | — | | |]

| [removed: ] [added: ] | | | | | | FINANCIAL STATEMENTS REPORT | | |

We have audited Occidental Petroleum Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

| [Note](#i804c34d268c94c25bd067814a80e3693_187) [8](#i804c34d268c94c25bd067814a80e3693_187) [- Derivatives](#i804c34d268c94c25bd067814a80e3693_187) | | | [93](#i804c34d268c94c25bd067814a80e3693_187) | | |

| [Note 14 - Stockholders’ Equity](#i804c34d268c94c25bd067814a80e3693_208) | | | [107](#i804c34d268c94c25bd067814a80e3693_208) | | |

depletion process, including the estimation of proved oil and gas reserves.

/s/ KPMG LLP

February 14, 2024

/s/ KPMG LLP

February 14, 2024

| | | | 126,811 | | | 120,734 | | |

| OTHER LONG-TERM ASSETS | | | 2,750 | | | 1,260 | | |

| Non-controlling interest | | | 99 | | | — | | |

| Total equity | | | 30,349 | | | 30,085 | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Net income | | | — | | | — | | | — | | | — | | | 4,696 | | | — | | | — | | | 4,696 | | |

| Preferred stock redemption – face value | | | (1,511) | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,511) | | |

| Preferred stock redemption – premium | | | — | | | — | | | — | | | — | | | (151) | | | — | | | — | | | (151) | | |

| Preferred stock redemption – amortization of carrying value | | | 36 | | | — | | | — | | | — | | | (36) | | | — | | | — | | | — | | |

| Shareholder warrants exercised | | | — | | | 1 | | | — | | | 98 | | | — | | | — | | | — | | | 99 | | |

| Noncontrolling interest contributions, net | | | — | | | — | | | — | | | — | | | — | | | — | | | 99 | | | 99 | | |

| Balance, December 31, 2023 | | | $ | 8,287 | | $ | 222 | | $ | (15,582) | | $ | 17,422 | | $ | 19,626 | | $ | 275 | | $ | 99 | | $ | 30,349 | |

| Asset impairments and related items | | | | | | 209 | | | — | | | 304 | | |

| Redemption of preferred stock | | | | | | (1,661) | | | — | | | — | | |

| Contribution from noncontrolling interest | | | | | | 100 | | | — | | | — | | |

As of December 31, 2023, Occidental's combined share of net income from WES and its subsidiaries was 51.0%.

NON-CONTROLLING INTEREST

In 2023, Occidental and BlackRock formed a joint venture, for the continued development of the first commercial scale direct air capture facility using Carbon Engineering technology.

The joint venture is a VIE and Occidental consolidates the VIE as it is the primary beneficiary.

BlackRock’s investment is accounted for as a NCI.

Each party has committed to make additional investments towards the completion of the direct air capture facility in Ector County, Texas, with BlackRock committed to invest up to $550 million.

In addition, Occidental has entered into agreements with the joint venture related to project management, operations and maintenance and carbon removal offtake.

Occidental may incur additional payments if certain construction and operational thresholds are not met.

Occidental may call the NCI on June 30, 2025 or earlier if the plant does not achieve commercial operations or ceases and permanently discontinues operations.

| [Note](#i86e58429a1ce4b2d8f6d6a071ee76a96_181) [8](#i86e58429a1ce4b2d8f6d6a071ee76a96_181) [- Derivatives](#i86e58429a1ce4b2d8f6d6a071ee76a96_181) | | | [88](#i86e58429a1ce4b2d8f6d6a071ee76a96_181) | | |

| [Note 14 - Stockholders’ Equity](#i86e58429a1ce4b2d8f6d6a071ee76a96_199) | | | [103](#i86e58429a1ce4b2d8f6d6a071ee76a96_199) | | |

The following are the primary procedures we performed to address this critical audit matter.

We

As discussed in Note 10 to the consolidated financial statements, the Company completed a legal entity reorganization in the first quarter of 2022 that resulted in an adjustment to the tax basis in a portion of its operating assets that reduced its deferred tax liabilities.

As a result of the legal entity reorganization, the Company recorded a tax benefit of $2.7 billion.

We identified the evaluation of the tax impact due to the legal entity reorganization as a critical audit matter.

Evaluating the application of the United States tax laws and regulations, which can be complex, and the tax impact required a high degree of auditor effort and specialized skills and knowledge.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process of determining the tax impact due to the legal entity reorganization including the application of United States tax laws and regulations.

We evaluated the information, including third party opinions, United States tax laws and regulations, and other relevant evidence used by management to support its position regarding the tax impact of the transaction; and evaluated the legal entity reorganization related tax impact.

We involved income tax professionals with specialized skills and knowledge who assisted in the evaluation of:

■ the tax impact of the legal entity reorganization

■ certain facts, representations and assumptions from management

■ the application of relevant United States tax laws and regulations.

February 27, 2023

February 27, 2023

| | | | | | | 120,734 | | | | | | 118,157 | | |

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| Balance, December 31, 2019 | | | | | | $ | 9,762 | | | | | $ | 209 | | | | | $ | (10,653) | | | | | $ | 14,955 | | | | | $ | 20,180 | | | | | $ | (221) | | | | | | | | | | | $ | 34,232 | |

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,831) | | | | | | — | | | | | | | | | | | | (14,831) | | |

| Issuance of warrants on common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | 767 | | | | | | (763) | | | | | | — | | | | | | | | | | | | 4 | | |

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| Berkshire Warrants | | | | | | — | | | | | | — | | | | | | — | | | | | | 103 | | | | | | — | | | | | | — | | | | | | | | | | | | 103 | | |

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