Occidental Petroleum 10-Q 2024-09-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 1-9210

_____________________

OCCIDENTAL PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

(713) 215-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ Accelerated Filer ☐ Non-Accelerated Filer ☐

Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

ABBREVIATIONS USED WITHIN THIS DOCUMENT

PART I FINANCIAL INFORMATION

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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The following discussion should be read together with the Consolidated Condensed Financial Statements and the notes to the Consolidated Condensed Financial Statements, which are included in this report in Part I, Item 1; the information set forth in Risk Factors under Part II, Item 1A; the Consolidated Financial Statements and the notes to the Consolidated Financial Statements, which are included in Part II, Item 8 of Occidental's 2023 Form 10-K; and the information set forth in Risk Factors under Part I, Item 1A of the 2023 Form 10-K.

Portions of this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue or other financial items or future financial position or sources of financing; any statements of the plans, strategies and objectives of management for future operations or business strategy; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” "commit," "advance," “likely” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report unless an earlier date is specified. Unless legally required, Occidental does not undertake any obligation to update, modify or withdraw any forward-looking statements as a result of new information, future events or otherwise.

Actual outcomes or results may differ from anticipated results, sometimes materially. Forward-looking and other statements regarding Occidental's sustainability efforts and aspirations are not an indication that these statements are necessarily material to investors or require disclosure in Occidental's filings with the SEC. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and definitions, assumptions, data sources and estimates or measurements that are subject to change in the future, including future rulemaking. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: general economic conditions, including slowdowns and recessions, domestically or internationally; Occidental’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental’s ability to successfully monetize select assets and repay or refinance debt and the impact of changes in Occidental’s credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations and volatility; supply and demand considerations for, and the prices of, Occidental’s products and services; actions by OPEC and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of Occidental's proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including Occidental's ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; Occidental's ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions (including our recently completed acquisition of CrownRock, L.P.), mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections, projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businesses; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development projects or acquisitions; Occidental’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental’s competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental’s oil and natural gas and other processing and transportation considerations; volatility in the securities, capital or credit markets, including capital market disruptions and instability of financial institutions; government actions, war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events; health, safety and environmental (HSE) risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes and deep-water and onshore drilling and permitting regulations; Occidental's ability to recognize intended benefits from its business strategies and initiatives, such as Occidental's low-carbon ventures businesses or announced greenhouse gas emissions reduction targets or net-zero goals; potential liability resulting from pending or future litigation, government investigations and other proceedings; disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent activity; the scope and duration of global or regional health pandemics or epidemics, and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of Occidental's counterparties, including financial institutions, operating partners and other parties; failure of risk management; Occidental’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of Occidental’s operations; changes in state, federal or international tax rates; and actions by third parties that are beyond Occidental's control.

Additional information concerning these and other factors that may cause Occidental’s results of operations and financial position to differ from expectations can be found in Occidental’s other filings with the SEC, including Occidental’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Occidental’s operations, financial condition, cash flows and levels of expenditures are highly dependent on oil prices and, to a lesser extent, NGL and natural gas prices, the Midland-to-Gulf-Coast oil spreads, chemical product prices and inflationary pressures in the macro-economic environment. The average WTI price per barrel for the three months ended September 30, 2024 was $75.09, compared to $80.56 for the three months ended June 30, 2024 and $82.26 for the three months ended September 30, 2023. Changes in prices could result in adjustments in capital investment levels and allocation, which impact production volumes. It is expected that the price of oil will be volatile for the foreseeable future given the current geopolitical risks, evolving macro-economic environment that impacts energy demand, future actions by OPEC and non-OPEC oil producing countries, the Russia-Ukraine war and the conflicts in the Middle East, and the U.S. Government's management of the U.S. Strategic Petroleum Reserve. Seasonality is not a primary driver of changes in Occidental's consolidated quarterly earnings.

Occidental works to manage inflation impacts by capitalizing on operational efficiencies, proactive contract management and working closely with vendors to secure the supply of critical materials. As of September 30, 2024, substantially all of Occidental's outstanding debt was fixed rate.

STRATEGIC PRIORITIES

Occidental’s capital and operational priorities are intended to maximize cash flow through focused investments in short and medium-cycle projects to enhance current year and future cash flows. Occidental's strategic priorities include:

■Maintain production base to preserve asset base integrity and longevity;

■Deliver a sustainable and growing dividend;

■Enhance its asset base with new investments in its cash-generative energy and chemical businesses as well as emerging low-carbon businesses;

■Advance technologies and business solutions to help drive a sustainable low-carbon future; and

■Prioritize the proceeds from asset divestitures and excess cash flow for deleveraging until principal debt is below $15 billion.

During the first nine months of 2024, Occidental generated cash flow from continuing operations of $8.2 billion and incurred capital expenditures of $5.2 billion.

DEBT

As of September 30, 2024, Occidental’s long-term debt was rated Baa3 by Moody’s Investors Service, BBB- by Fitch Ratings and BB+ by Standard and Poor’s. Any downgrade in credit ratings could impact Occidental's ability to access capital markets and increase its cost of capital. In addition, Occidental or its subsidiaries may be requested, elect to provide or in some cases be required to provide collateral in the form of cash, letters of credit, surety bonds or other acceptable support as financial assurance of their performance and payment obligations under certain contractual arrangements, such as pipeline transportation contracts, oil and gas purchase contracts and certain derivative instruments; certain permits, including with respect to carbon capture, utilization and storage activities; and environmental remediation matters.

In connection with the CrownRock Acquisition, Occidental issued $9.7 billion in new debt in July 2024 and assumed $1.2 billion of existing CrownRock debt in August 2024. Occidental's credit ratings were reaffirmed by credit agencies post bond offering launch. In the three months ended September 30, 2024, Occidental repaid $4.0 billion of debt. As of September 30, 2024, Occidental had approximately $1.0 billion of debt maturities due in the next 12 months, excluding the current portion of finance leases. For information on Occidental's debt activity, see Note 4 - Long-Term Debt in the notes to the Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information.

SHAREHOLDER RETURNS

During the nine months ended September 30, 2024, Occidental declared dividends to common shareholders of $606 million or $0.66 per share.

CROWNROCK ACQUISITION

In December 2023, Occidental entered into an agreement to purchase CrownRock, L.P. for total consideration of $12.4 billion, consisting of $9.4 billion of cash consideration (inclusive of certain working capital and other customary purchase price adjustments), 29.6 million shares of common stock of Occidental, and the assumption of $1.2 billion of existing debt of CrownRock. The acquisition closed August 1, 2024, adding to Occidental's oil and gas portfolio in the Permian Basin. See Note 5 - Acquisitions and Divestitures in the notes to the Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information.

DIVESTITURE PROGRAM

During the third quarter of 2024, Occidental sold non-core assets in the Powder River Basin with near to intermediate term lease expirations and certain Delaware Basin assets in Texas and New Mexico for combined net proceeds of $779 million. Occidental recognized a pre-tax loss of $479 million on the asset sales. In addition, Occidental sold 19.5 million of its limited partner units in WES for proceeds of $697 million resulting in a pre-tax gain of $489 million.

The following table sets forth earnings of each operating segment and corporate items:

(a) Refer to the Items Affecting Comparability table which sets forth items affecting Occidental's earnings that vary widely and unpredictably in nature, timing and amount.

ITEMS AFFECTING COMPARABILITY

The following table sets forth items affecting the comparability of Occidental's earnings that vary widely and unpredictably in nature, timing and amount:

(a) Included amounts from gains (losses) on sales of assets and other, net and income from equity investments and other in the Consolidated Condensed Statement of Operations.

(b) Included amounts from income from equity investments and other in the Consolidated Condensed Statement of Operations.

(c) The three and nine months ended September 30, 2024 included $7 million and $66 million of financing costs, respectively, and the three months ended June 30, 2024 included $15 million of financing costs related to the CrownRock Acquisition. The remaining amounts for each period are related to CrownRock transaction costs.

Q3 2024 compared to Q2 2024

Excluding the impact of items affecting comparability, net income for the three months ended September 30, 2024, compared to the three months ended June 30, 2024 decreased, driven by lower crude oil commodity prices in the oil and gas segment, higher interest expense due to increase in long-term debt for the acquisition of CrownRock, and lower earnings in the midstream and marketing results due to lower equity method investment income from WES, partially offset by increased crude oil and NGL sales volumes, primarily from the CrownRock Acquisition, and other production increases in the Permian Basin.

YTD 2024 compared to YTD 2023

Excluding the impact of items affecting comparability, net income for the nine months ended September 30, 2024, compared to the same period in 2023, decreased, driven by lower realized pricing across most product lines, primarily caustic soda in the chemical segment and lower domestic gas prices in the oil and gas segment, partially offset by increased sales volumes in the oil and gas segment and higher gas marketing margins due to transportation capacity optimization in the midstream and marketing segment.

SELECTED STATEMENTS OF OPERATIONS ITEMS

Q3 2024 compared to Q2 2024

Net sales increased for the three months ended September 30, 2024, compared to the three months ended June 30, 2024, due to higher domestic crude oil and NGL volumes in the oil and gas segment, primarily from the CrownRock Acquisition, and other production increases in the Permian Basin.

YTD 2024 compared to YTD 2023

Net sales decreased for the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to lower realized prices across most products in the chemical segment and lower domestic natural gas prices in the oil and gas segment, partially offset by higher oil prices in the oil and gas segment.

Gains (losses) on sales of assets and other, net for the nine months ended September 30, 2024 included the sale of non-core assets in the Powder River Basin with near to intermediate term lease expirations and certain Delaware Basin assets in Texas and New Mexico for combined net proceeds of $779 million. Occidental recognized a pre-tax loss of $479 million on the asset sales. In addition, Occidental sold 19.5 million of its limited partner units in WES for proceeds of $697 million resulting in a pre-tax gain of $489 million.

Purchased commodities decreased for the nine months ended September 30, 2024, compared to the same period in 2023, due to lower volumes on third-party crude purchases as certain crude supply contracts expired in 2023 in the midstream and marketing segment.

Other operating and non-operating expense increased for the nine months ended September 30, 2024, compared to the same period in 2023, due to the $260 million remeasurement of the valuation allowance for the Maxus Liquidating Trust recorded in 2023 and higher legal settlement costs and increases in compensation costs in 2024.

Depreciation, depletion and amortization increased for the nine months ended September 30, 2024, compared to the same period in 2023, primarily related to increased sales volumes in the Permian Basin and Rockies.

Income from equity investments and other increased for the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to gains on sales of assets and higher operating income recognized by WES.

Income from discontinued operations, net of taxes for the nine months ended September 30, 2024 resulted from a legal settlement related to the Andes Arbitration. For further information on the Andes Arbitration, see Note 9 - Lawsuits, Claims, Commitments and Contingencies.

SEGMENT RESULTS OF OPERATIONS

Occidental’s principal businesses consist of three reporting segments: oil and gas, chemical and midstream and marketing. The oil and gas segment explores for, develops and produces oil and condensate, NGL and natural gas. The chemical segment is operated by our subsidiary Occidental Chemical Corporation (OxyChem), which mainly manufactures and markets basic chemicals and vinyls. The midstream and marketing segment purchases, markets, gathers, processes, transports and stores oil (which includes condensate), NGL, natural gas, CO2 and power. It also optimizes its transportation and storage capacity and invests in entities that conduct similar activities such as WES.

The midstream and marketing segment also includes Occidental's low-carbon ventures businesses. Occidental's low-carbon ventures businesses seek to leverage Occidental’s legacy of carbon management experience to develop carbon capture, utilization and storage projects, including the commercialization of direct air capture technology, invest in other low-carbon technologies intended to reduce greenhouse gas emissions from Occidental's operations and strategically partner with other industries to help reduce their emissions.

OIL AND GAS SEGMENT

The following table sets forth the average sales volumes per day for oil and NGL in Mbbl and for natural gas in MMcf:

(a) Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one barrel of oil. Conversion to Boe does not necessarily result in price equivalency.

The following table presents information about Occidental's average realized prices and index prices:

Q3 2024 compared to Q2 2024

Oil and gas segment earnings decreased to $1.2 billion for the three months ended September 30, 2024, compared with segment earnings of $1.6 billion for the three months ended June 30, 2024. Excluding the impact of items affecting comparability, oil and gas segment earnings increased due to higher domestic crude oil and NGL sales volumes primarily related to the CrownRock Acquisition and other production increases in the Permian Basin, partially offset by lower domestic crude oil prices.

The increase in average daily sales volumes of 151 Mboe/d for the three months ended September 30, 2024, compared to the three months ended June 30, 2024, was primarily due to the CrownRock Acquisition and other production increases in the Permian Basin.

YTD 2024 compared to YTD 2023

Oil and gas segment earnings were $4.0 billion for the nine months ended September 30, 2024, compared to $4.7 billion for the nine months ended September 30, 2023. Excluding the impact of items affecting comparability, oil and gas segment earnings slightly decreased primarily due to lower domestic gas prices, partially offset by higher sales volumes.

Average daily sales volumes increased for the nine months ended September 30, 2024, compared to the same period in 2023. The increase was primarily related to increased U.S. onshore production, including volumes from the CrownRock

Acquisition, and higher Al Hosn Gas production, as the Al Hosn Gas expansion project was completed in the three months ended June 30, 2023.

The following table presents an analysis of the impacts of changes in average realized prices and sales volumes with regard to Occidental's domestic and international oil and gas revenue:

(a) Includes the impact of international production sharing contracts.

(b) Excludes "other" oil and gas revenue. See Note 2 - Revenue in the notes to the Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information regarding other revenue.

CHEMICAL SEGMENT

Q3 2024 compared to Q2 2024

Chemical segment earnings for the three months ended September 30, 2024 were $304 million, compared to $296 million for the three months ended June 30, 2024, remained essentially flat as market conditions remained relatively unchanged.

YTD 2024 compared to YTD 2023

Chemical segment earnings for the nine months ended September 30, 2024 were $854 million, compared to $1.3 billion for the nine months ended September 30, 2023. The decrease in segment earnings was due to lower realized pricing across most product lines, primarily caustic soda, partially offset by improved demand across most product lines and favorable energy and ethylene costs.

MIDSTREAM AND MARKETING SEGMENT

Q3 2024 compared to Q2 2024

Midstream and marketing segment earnings for the three months ended September 30, 2024 were $631 million, compared to segment earnings of $116 million for the three months ended June 30, 2024. Excluding the impact of items affecting comparability, midstream and marketing third quarter results decreased due to lower equity method investment income from WES and decreased ownership after the sale of limited partner units in August 2024.

YTD 2024 compared to YTD 2023

Midstream and marketing segment earnings for the nine months ended September 30, 2024 were $714 million, compared to segment losses of $158 million for the nine months ended September 30, 2023. Excluding the impact of items affecting comparability, midstream and marketing results increased due to higher gas marketing margin from transportation capacity optimization and higher equity method investment income from WES.

The following table sets forth the calculation of the worldwide effective tax rate for income:

Occidental estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which Occidental operates, adjusted for certain discrete items. Each quarter, Occidental updates these rates and records a cumulative adjustment to its income taxes by applying the rates to the pre-tax income excluding certain discrete items. Occidental’s quarterly estimate of its effective tax rates can vary significantly based on various forecasted items, including future commodity prices, capital expenditures, expenses for which tax benefits are not recognized and the geographic mix of pre-tax income and losses.

The worldwide effective tax rates for the periods presented in the table above are primarily driven by Occidental's jurisdictional mix of income. U.S. income is taxed at a U.S. federal statutory rate of 21%, while international income is subject to tax at statutory rates as high as 55%.

INFLATION REDUCTION ACT AND PILLAR TWO

For more information on the potential impacts to Occidental related to the IRA and Pillar Two initiative, see Note 7 - Income Taxes.

SOURCES AND USES OF CASH

As of September 30, 2024, Occidental's sources of liquidity included $1.8 billion of cash and cash equivalents, $4.15 billion of borrowing capacity under its RCF, and $600 million of available borrowing capacity on its receivables securitization facility. In February 2024, Occidental entered into a Third Amended and Restated Credit Agreement for the RCF extending the maturity date to June 30, 2028, and in May 2024, Occidental amended the RCF to increase its borrowing capacity by an additional $150 million to $4.15 billion. In July 2024, Occidental amended and extended the maturity date of its existing receivables securitization facility to July 30, 2027, maintaining $600 million of available borrowing capacity. There were no borrowings outstanding on Occidental's RCF or receivables securitization facility as of September 30, 2024.

Operating Cash Flows

Operating cash flow from continuing operations was $8.2 billion for the nine months ended September 30, 2024, compared to $9.1 billion for the nine months ended September 30, 2023. The decrease in operating cash flow from continuing operations compared to the same period in 2023, was primarily due to working capital cash uses related to timing of crude sales and changes in crude oil prices in the midstream and marketing segment and lower realized pricing across most product lines in the chemical segment, primarily caustic soda.

Investing Cash Flows

Occidental’s net cash used by investing activities was $12.8 billion for the nine months ended September 30, 2024, compared to $5.0 billion for the nine months ended September 30, 2023. Investing activities include the purchase price of the CrownRock Acquisition consisting of $8.8 billion of net cash consideration (inclusive of cash acquired, certain working capital and other customary purchase price adjustments). See Note 5 - Acquisitions and Divestitures in the notes to the Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information on $1.6 billion of divestitures.

Capital expenditures, of which the majority were for the oil and gas segment, were approximately $5.2 billion for the nine months ended September 30, 2024, compared to $4.7 billion for the nine months ended September 30, 2023. The increase in capital spending for the nine months ended September 30, 2024 represented the continued construction of STRATOS, Occidental’s first large-scale DAC facility in Ector County, Texas, increased activities in the domestic oil and gas segment, and the continued expansion and conversion activities of OxyChem’s Battleground chlor-alkali plant to membrane technology.

Financing Cash Flows

Occidental’s net cash provided by financing activities was $5.0 billion for the nine months ended September 30, 2024, which included net proceeds from debt issuance of $9.6 billion, proceeds from the issuance of common stock of $571 million primarily related to warrant exercises, and payments of cash dividends of $1.1 billion. Occidental repaid $4.0 billion of debt in the nine months ended September 30, 2024. See Note 4 - Long-Term Debt in the notes to the Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for a rollforward of debt activity.

Cash used in financing activities for the nine months ended September 30, 2023 was $4.4 billion, which included treasury share repurchases of $1.6 billion, preferred stock redemptions of $1.7 billion and cash dividends paid of $1.0 billion.

Occidental’s 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 2025, which, if put in whole, would require a payment of approximately $381 million at such date. None of the outstanding Zero Coupons were put to Occidental in October 2024. Occidental currently has the ability to meet this obligation and may use available capacity under the RCF and other committed facilities to satisfy the put should it be exercised.

As of September 30, 2024, and through the date of this filing, Occidental was in compliance with all covenants in its financing agreements. As of September 30, 2024, Occidental has debt maturities of $1.5 billion in 2025, $4.1 billion in 2026, $1.5 billion in 2027 and $17.8 billion thereafter. Occidental currently expects its cash on hand, operating cash flows and funds available from the RCF and other committed facilities to be sufficient to meet its near-term debt maturities, operating expenditures, capital expenditures and other obligations for the next 12 months from the date of this filing.

Occidental or its subsidiaries have provided financial assurances through a combination of cash, letters of credit and surety bonds. As of September 30, 2024, Occidental had not issued any letters of credit under the RCF or other committed facilities. For additional information, see Risk Factors in Part I, Item 1A of Occidental’s 2023 Form 10-K.

SHARE REPURCHASE PROGRAM

As of September 30, 2024, Occidental has approximately $1.2 billion remaining under its share repurchase program, which was authorized in 2023.

Occidental’s operations are subject to stringent federal, regional, state, provincial, tribal, local and international laws and regulations related to improving or maintaining environmental quality. Occidental’s environmental compliance costs have generally increased over time and are expected to rise in the future. Occidental factors environmental expenditures for its operations as an integral part of its business planning process.

The laws that require or address environmental remediation, including CERCLA and similar federal, regional, state, provincial, tribal, local and international laws, may apply retroactively and regardless of fault, the legality of the original activities or the current ownership or control of sites. Occidental or certain of its subsidiaries participate in or actively monitor a range of remedial activities and government or private proceedings under these laws with respect to alleged past practices at Third-Party, Currently Operated, and Closed or Non-Operated Sites, which categories may include NPL Sites. Remedial activities may include one or more of the following: investigation involving sampling, modeling, risk assessment or

monitoring; cleanup measures including removal, treatment or disposal; or operation and maintenance of remedial systems. The environmental proceedings seek funding or performance of remediation and, in some cases, compensation for alleged property damage, natural resource damages, punitive damages, civil penalties, injunctive relief and government oversight costs.

See Note 8 - Environmental Liabilities and Expenditures in the notes to the Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q and the Environmental Liabilities and Expenditures section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2023 Form 10-K for additional information regarding Occidental’s environmental liabilities and expenditures.

Occidental accrues reserves for outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. Occidental has disclosed its reserve balances for environmental remediation matters and its estimated range of reasonably possible additional losses for such matters. See Note 8 - Environmental Liabilities and Expenditures and Note 9 - Lawsuits, Claims, Commitments and Contingencies in the notes to the Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for further information.

For the three months ended September 30, 2024, there were no material changes in the information required to be provided under Item 305 of Regulation S-K included under Item 7A, Quantitative and Qualitative Disclosures About Market Risk in the 2023 Form 10-K.

Occidental's President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer supervised and participated in Occidental's evaluation of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Occidental's President and Chief Executive Officer and Senior Vice President and Chief Financial Officer concluded that Occidental's disclosure controls and procedures were effective as of September 30, 2024.

There has been no change in Occidental’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, Occidental’s internal control over financial reporting.

Part II Other Information

Item 1. Legal Proceedings

Occidental has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party and potential monetary sanctions are involved. For information regarding legal proceedings, see Note 9 - Lawsuits, Claims, Commitments and Contingencies in the notes to the Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.

There have been no material changes from the risk factors included under Part I, Item 1A of Occidental’s 2023 Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Occidental’s share repurchase activities for the nine months ended September 30, 2024 were as follows:

(a) Includes purchases from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs.

(b) Represents the value of shares remaining in Occidental's share repurchase plan. In February 2023, Occidental announced an authorization to repurchase up to $3.0 billion of Occidental's shares of common stock. The plan does not obligate Occidental to acquire any specific number of shares and may be discontinued at any time.

During the three months ended September 30, 2024, no director or Section 16 officer of Occidental adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

• Filed herewith.

** Furnished herewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.