# Occidental Petroleum Corporation: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-05 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > Occidental Petroleum's Risk Factors section shows substantial revision between 2025 and 2026 filings: 7 risk factor sections from 2025 have no close textual match in 2026, while 2 sections in 2026 have no close textual match in 2025. Among the 15 sections that do have matched counterparts between years, all show meaningful text differences, with none remaining substantially similar. --- ## Summary | Status | Count | |--------|-------| | New risks added | 2 | | Risks removed | 7 | | Risks modified | 15 | | Unchanged | 0 | --- ## New in Current Filing: Government actions, regulatory changes and political, economic and social instability may adversely affect the Company's operations and results of operations. The Company's domestic and international operations are subject to extensive laws and regulations and may be adversely affected by the actions and decisions of many federal, state, local and international governments, political interests and advocacy groups. Changes in U.S. and international tax laws, regulations and interpretations, as well as examinations by taxing authorities, could adversely affect the Company's effective tax rate, financial condition and results of operations. Tax laws and their interpretation may change, including through repeal or modification of existing provisions, creating uncertainty regarding their impact on the Company's tax obligations and cash flows. Additionally, the Company's tax positions are subject to examination by tax authorities, and the resolution of such matters may differ from amounts recorded in the financial statements. Governments may increase existing taxes, eliminate tax incentives or enact new taxes, such as windfall profit taxes or taxes targeting the oil and gas industry. For example, the IRA enacted a 15% corporate alternative minimum tax (CAMT) and a 1% excise tax on net share repurchases. Furthermore, the recently enacted OBBBA made permanent the 21% corporate tax rate, reinstated 100% bonus depreciation on assets placed in service after January 19, 2025, reinstated the deduction for certain research and development expenses, adjusted deduction limits, imposed new environmental levies and imposed limitations on certain clean energy credits, which may change the Company's tax liability and compliance costs. While the IRA and OBBBA expanded policy support for certain low-carbon projects and enhanced certain tax credits, these benefits remain subject to administrative action, regulatory interpretation and potential legislative repeal. For instance, recent executive orders and proposals to rescind or reduce funding for these programs create uncertainty regarding the long-term realization of such credits. Unfavorable changes, interpretations or audit outcomes or sunsetting of certain provisions could result in increased tax liabilities, interest and penalties. For additional discussion of some of these matters, see Note 9 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. Furthermore, instability and unforeseen changes in political, regulatory, economic and social environments in the markets where the Company operates could result in business disruptions, contractual or regulatory changes or operational challenges. As a result, the Company faces risks of, but not limited to, the following: •Uncertain or volatile political, social and economic conditions; •Political instability, social unrest, terrorism, war or armed conflict; OXY 2025 FORM 10-K9 OXY 2025 FORM 10-K9 OXY 2025 FORM 10-K9 OXY 2025 FORM 10-K 9 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents •Public health crises or other catastrophic events, such as pandemics; •Confiscatory taxation or other adverse tax policies or currency controls; •Trade regulations, tariffs or sanctions; •Theft of, or lack of sufficient legal protection for, proprietary technology and other intellectual property; •Changes in laws, regulations or interpretation or enforcement practices, including those related to drilling, completions, production, environmental protection, taxation, royalties, trade and climate change; •Restrictions on the repatriation of income or capital; •Inflation, currency fluctuations or changes in global trade practices; •Changes in the usage of the U.S. dollar in global trade; •Expropriation, nationalization or loss of property rights; •Delays or refusals in granting or renewing permits, licenses or contracts, including for exploration, development or production contracts or leases; •Developmental delays and cost overruns due to approval delays for, or denial of, drilling, construction, environmental and other regulatory approvals, permits and authorizations; and •Litigation, investigations or penalties arising from changes in law or government action or violation of laws or regulations. The realization of any of these risks could increase costs, limit access to resources, delay or halt projects or restrict the Company's ability to operate in certain jurisdictions. Such developments may also result in litigation, penalties or operational shutdowns. In addition, restrictions imposed by the U.S. or international governments could limit the Company's ability to acquire or divest assets, repatriate earnings or maintain licenses and permits necessary for drilling and development. Domestic and international regulatory efforts are evolving, including the international alignment of such efforts, and the Company cannot predict what final regulations will be enacted, modified or reversed or what their ultimate impact on the Company's business would be. Currency fluctuations and other economic uncertainties may further impact cash flows. Any of these factors could materially affect the Company's financial condition, results of operations and cash flows. --- ## New in Current Filing: Insurance does not cover all risks, which could result in significant financial exposure. Third-party insurance may not provide adequate, or any, coverage with respect to the risks the Company faces or the Company may be self-insured or uninsured with respect to the related losses. In addition, under certain circumstances, the Company may be liable for environmental conditions on properties that it currently owns, leases or operates that were caused by previous owners or operators of those properties. As a result, the Company may incur substantial liabilities to third parties or government entities for which it does not have sufficient insurance coverage, which could reduce or eliminate funds available for exploration, development, acquisitions or other investments, or cause it to incur losses. The Company relies on existing liquidity, financial resources and borrowing capacity to meet short-term obligations that arise from time to time, but there can be no assurance that those sources will be available or adequate. The occurrence of a significant incident, series of events or unforeseen liability for which the Company is self-insured, not fully insured or uninsured or for which the insurance recovery is significantly delayed could have a material adverse effect on the Company's financial condition, results of operations and cash flows. OXY 2025 FORM 10-K15 OXY 2025 FORM 10-K15 OXY 2025 FORM 10-K15 OXY 2025 FORM 10-K 15 table of contentsOTHER INFORMATION table of contentsOTHER INFORMATION table of contents --- ## No Match in Current: Disruptions in the political, regulatory, economic, and social environments of the countries in which Occidental operates could adversely affect its reputation, financial condition, results of operations and cash flows. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Occidental's non-U.S. operations accounted for approximately 16% of its consolidated revenue in 2024, 16% in 2023 and 15% in 2022. Operations in non-U.S. countries with varying degrees of political, legal and economic stability expose 10 OXY 2024 FORM 10-K 10 OXY 2024 FORM 10-K 10 OXY 2024 FORM 10-K 10 OXY 2024 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents Occidental to a wide range of developments that could result in contractual, legal or regulatory changes. Instability and unforeseen changes in any of the markets in which Occidental operates could result in business disruptions or operational challenges that may adversely affect the demand for Occidental's products and services, or its reputation, financial condition, results of operations or cash flows. These factors include, but are not limited to, the following: ■ Uncertain or volatile political, social, and economic conditions; ■ Social unrest, acts of terrorism, war, or other armed conflict; ■ Public health crises and other catastrophic events, such as pandemics; ■ Confiscatory taxation or other adverse tax policies; ■ Trade regulation and tariffs; ■ Theft of, or lack of sufficient legal protection for, proprietary technology and other intellectual property; ■ Unexpected changes in legal and regulatory requirements, including changes in interpretation or enforcement of existing laws; ■ Restrictions on the repatriation of income or capital; ■ Currency exchange controls; ■ Inflation; ■ Currency exchange rate fluctuations and devaluations; and ■ Changes in usage of the U.S. dollar in global trade. In addition, the U.S. government has the authority to prevent or restrict Occidental from doing business in foreign jurisdictions or with certain parties or to restrict the kind of business that may be conducted, including acquiring or divesting certain assets. These restrictions and similar restrictions imposed by foreign governments have in the past limited Occidental's ability to operate in, or gain access to, opportunities in various jurisdictions. Changes in domestic and international policies and regulations may also restrict the Company's ability to obtain or maintain licenses or permits necessary to operate in foreign jurisdictions, including those necessary for drilling and development of wells. Any of these actions could adversely affect its businesses or results of operations. --- ## No Match in Current: Government actions and political instability may adversely affect Occidental's businesses and results of operations. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Occidental's businesses are subject to, and may be adversely affected by, the actions and decisions of many federal, state, local and international governments and political interests. As a result, Occidental faces risks of: ■New or amended laws and regulations, or new or different applications or interpretations of, or reversal of, existing laws and regulations, including those related to drilling, manufacturing or production processes (including flaring and well stimulation techniques such as hydraulic fracturing and acidization), pipelines, labor and employment, taxes, royalty rates, permitted production rates, entitlements, import, export and use of raw materials, equipment or products, use or increased use of land, water and other natural resources, air emissions (including restrictions, taxes or fees on emissions of methane, 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 products; ■Violation of certain laws and regulations, and associated claims, litigation, investigations and other proceedings, which may result in strict or joint and several liability and the imposition of significant administrative, civil or criminal fines and penalties, monetary damages, and remedial actions or assessments, potentially requiring significant changes to, or even closure of, facilities or operations; ■Refusal of, or delay in, the extension or grant of exploration, development or production 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 authorizations. Examples of provisions of recent U.S. federal statutes and regulations that affect key aspects of taxation, land use and production or manufacturing operations and present the foregoing types of risks are described in this risk factor, and examples of those regarding climate change and GHG and other air emissions are described in a later risk factor. Regulatory efforts, both in the U.S. and internationally, are evolving, including the international alignment of such efforts, and Occidental cannot determine what final regulations will be enacted, modified, or reversed or what their ultimate impact on Occidental's businesses will be. In 2022, the IRA imposed new or reinstated corporate taxes and fees that could have an adverse effect on Occidental's tax liability. The IRA enacted a new corporate alternative minimum tax (CAMT) that started in tax year 2023 and imposed a 15% minimum tax on the adjusted financial statement income (AFSI), net of the CAMT foreign tax credit, of corporations with average AFSI exceeding $1 billion for three preceding consecutive tax years. In 2024, the IRS issued proposed CAMT regulations with a public hearing held in January 2025. The IRA also imposed a 1% excise tax on the aggregate fair market OXY 2024 FORM 10-K11 OXY 2024 FORM 10-K11 OXY 2024 FORM 10-K11 OXY 2024 FORM 10-K 11 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents value of corporate share repurchases, net of certain corporate share issuances and other adjustments, by certain corporations. In addition, the IRA provided significant policy support and incentives, including enhanced tax credits, for DAC, CCUS, hydrogen and other low-carbon projects, which may be subject to further administrative or congressional action. In January 2025, the Trump Administration issued an executive order that pauses the disbursement of funds appropriated under the IRA. 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 a subsequent risk factor. For additional discussion of such matters, see Note 10 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. In 2021, the Infrastructure Investment and Jobs Act (IIJA) reinstated federal Superfund chemical excise taxes on various listed taxable chemicals that OxyChem manufactures, produces or imports, such as chlorine, sodium hydroxide and ethylene, subject to certain exceptions such as methane used for fuel and exported chemical products. These excise taxes could lead to higher costs and impact margins. The IIJA also authorized federal support, including grants, loans and loan guarantees, for low-carbon ventures and infrastructure, including grants for DAC and CCUS research, development and demonstration, carbon transport and storage infrastructure and permitting, carbon utilization and market development, and carbon removal. 1PointFive, LLC, a wholly owned subsidiary of Occidental (1PointFive), secured a grant from the DOE for the development of its South Texas DAC Hub, which may be subject to change as federal spending and programs are reviewed pursuant to executive orders issued by the Trump Administration and could adversely affect the project. The awarding of grants or other federal support under various statutes also could affect the selection and deployment of competing low-carbon technologies and the financing and market acceptance of proposed projects of Occidental and its competitors. During the Biden Administration, federal resource agencies sought to significantly restrict or delay leasing and access to federal lands for oil and gas exploration, production and infrastructure, to increase royalty rates, fees and bonding requirements, to impose significant preconditions, restrictions or delays on permitting, and in certain locations, to prohibit or significantly restrict oil and gas activities under various federal laws. For example, offshore leasing is important for Occidental to sustain GOA production and reserves over the long term. GOA Lease Sale 261 proceeded in 2023 due to the IRA and federal court decisions that overruled the BOEM's efforts to cancel the sale outright and then impose acreage and other restrictions regarding the Rice's whale based on a proposed critical habitat designation by the National Marine Fisheries Service (NMFS) which has not been finalized. In August 2024, the U.S. District Court for the District of Maryland vacated the NMFS' 2020 programmatic Biological Opinion under the ESA on GOA oil and gas activities (BiOp) in response to a lawsuit from advocacy groups. The BiOp underpins lease sales and permitting that are needed for sustained GOA oil and gas exploration and production. The BiOp assessed risks to marine species, including the Rice's whale, implemented mitigation measures for their protection and authorized the incidental take of species that may occur during permitted offshore oil and gas operations. The Court found the BiOp insufficient in safeguarding the whale species and, in October 2024, set a deadline of May 2025 when the 2020 BiOp will be vacated and by which the NMFS must issue a new opinion. The NMFS may seek to impose additional conditions on offshore oil and gas and vessel activity, which could affect Occidental's GOA exploration, development and operations, and a new opinion may be the subject of further litigation. The absence of an opinion and its associated incidental take coverage could adversely impact the ability of federal agencies to conduct lease sales and issue or modify permits and approvals and increase the risk of ESA liability for offshore oil and gas operators and contractors. Regarding onshore federal oil and gas leasing, in April 2024, the BLM adopted final regulations to revise its oil and gas leasing process to implement the IRA's increases in royalty rates, rental rates and minimum bids, restrict leasing to areas with known resource potential and near existing infrastructure and avoid areas with competing uses such as recreation and conservation, increase bonding requirements, impose new requirements for temporarily abandoned wells and change the term of an approved application for permit to drill. Occidental's subsidiaries may incur increased federal royalties and face restrictions on future potential drilling sites or infrastructure on federal lands due to these regulations. In 2022, advocacy groups filed a lawsuit in the U.S. District Court for the District of Columbia to invalidate numerous BLM drilling permits for oil and gas wells on federal lands in New Mexico and Wyoming, including certain permits obtained by Occidental subsidiaries. The plaintiffs alleged that the BLM failed to comply with NEPA and other federal statutes by not adequately addressing GHG emissions and climate change in its environmental reviews. In November 2023, the Court dismissed the case, and plaintiffs' appeal is pending. Litigation over NEPA environmental reviews by advocacy groups has significantly delayed federal permitting of proposed domestic energy, manufacturing and infrastructure projects, leading to increased costs, delays in financing and construction, or cancellation by project proponents, and such litigation and delays could adversely affect such projects in the future, including those involving Occidental or its subsidiaries, joint ventures or customers. In May 2024, the White House Council on Environmental Quality (CEQ) issued final NEPA regulations directing federal agencies to consider GHG emissions and climate change in NEPA environmental reviews, which regulations are subject to pending litigation. Significant areas of the Permian Basin in West Texas and Southeast New Mexico are subject to current or proposed land use restrictions under the federal Endangered Species Act (ESA). In 2022 and May 2024, the U.S. Fish and Wildlife Service (FWS) published final rules listing the lesser prairie chicken and the dunes sagebrush lizard, respectively, as endangered species under the ESA, which decisions are subject to pending litigation. While Occidental has entered into voluntary conservation agreements with respect to these and other species and their associated habitat in the Permian 12 OXY 2024 FORM 10-K 12 OXY 2024 FORM 10-K 12 OXY 2024 FORM 10-K 12 OXY 2024 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents Basin, listing of such species may impose significant operational requirements and costs and increase the potential for litigation and enforcement actions. Although the foregoing revisions to federal onshore and offshore leasing, royalties and permitting, the CEQ's NEPA regulations, recent listing decisions under the ESA, and related lawsuits have not affected Occidental's existing production or planned 2025 drilling and completions activity to date, restrictions, uncertainty, or litigation could impact the future ability to develop resources efficiently on federal lands or in projects that require federal actions on private or state lands. Certain states where Occidental's subsidiaries conduct oil and gas operations have adopted or proposed significant land use and permitting laws and regulations that would impose siting requirements or "setbacks" on certain oil and gas drilling locations based on the distance of a proposed well pad to occupied structures, require additional permitting, notification and monitoring for various oil and gas drilling, completions, hydraulic fracturing and production operations or various types of wells and facilities, limit leasing or use of state lands or increase royalty rates, rental rates and fees for such use, increase bonding, plugging and abandonment, and reclamation requirements, and impose other operational restrictions. While, as of December 31, 2024, Occidental's subsidiaries maintained a significant inventory of permits and permit applications with applicable regulatory agencies for a substantial portion of their planned 2025 drilling and completions activity, any significant regulatory delays could result in changes to their development programs and ability to establish new proved undeveloped locations. In recent years, the EPA has significantly expanded its regulation of chemicals under the Toxic Substances Control Act (TSCA). In 2024, the EPA issued final regulations with respect to one chemical used in OxyChem's manufacturing operations and three other chemicals that OxyChem produces and sells. These regulations phase out various uses over differing time periods and require certain workplace controls for ongoing uses, typically authorized in industrial settings. In December 2024, the EPA designated vinyl chloride and four other chemicals as high-priority substances for which it plans to begin risk evaluations, and certain petroleum derivatives that it will assess as potential high-priority substances for a subsequent round of risk evaluations. The EPA also issued regulations to simplify its process for risk evaluation and enable it to regulate more chemicals. Litigation is pending or anticipated regarding these regulations. Given the scope of the EPA's final regulations and its planned risk evaluations, the ability of OxyChem and its customers to use certain chemicals or manufacture or sell certain of its products could be restricted or phased out, which could impact OxyChem's costs, sales and margins. --- ## No Match in Current: Occidental's oil and gas reserve additions may not continue at the same rate and a failure to replace reserves may negatively affect Occidental's businesses. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Unless Occidental conducts successful exploration or development activities, acquires properties containing proved reserves, or both, proved reserves will generally decline and negatively impact Occidental's businesses. Occidental may not be successful in finding, developing or acquiring additional reserves, and its efforts may not be economic. Its ability to make the necessary capital investment to maintain or expand its asset base of oil and gas reserves would be limited to the extent cash flow from operations is reduced and external sources of capital become limited or unavailable. The value of Occidental's securities and its ability to raise capital will be adversely 14 OXY 2024 FORM 10-K 14 OXY 2024 FORM 10-K 14 OXY 2024 FORM 10-K 14 OXY 2024 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents impacted if it is not able to replace reserves that are depleted by production or replace its declining production with new production by successfully allocating annual capital to maintain its reserves and production base. Occidental expects infill development projects, extensions, discoveries and improved recovery to continue as main sources for reserve additions but factors such as geology, government regulations and permits, the effectiveness of development plans and the ability to make the necessary capital investments or acquire capital are partially or fully outside management's control and could cause results to differ materially from expectations. --- ## No Match in Current: Occidental has previously recorded impairments of its assets and will continue to assess further impairments across its asset portfolio in the future. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Occidental has recorded impairments of its proved and unproved oil and gas properties resulting from prolonged declines in oil and gas prices, changes in development plans or operating costs and negative well results and may record such impairments in the future. Past impairments included pre-tax impairment and related charges to both proved and unproved oil and gas properties and a lower of cost or net realizable value adjustment for crude inventory. If there is an adverse downturn of the macroeconomic conditions and if such downturn is expected to or does persist for a prolonged period of time, Occidental's assets, including, but not limited to, property, investments, and inventory, may be subject to further testing for impairment, which could result in additional non-cash asset impairments. Such impairments could be material to the financial statements. Occidental may subject its low-carbon initiatives, including related acquisitions, investments in unconsolidated subsidiaries, property, intangibles, and goodwill, to impairment testing. If Occidental's subsidiaries are not successful in these development-stage initiatives, including DAC, CCUS and other low-carbon projects, investments and ventures, such impairments could be material to the financial statements. Future costs associated with reducing emissions and carbon intensity, as well as impacts resulting from other risk factors described herein, could lead to impairments in the future, if such costs significantly increase Occidental's breakeven economics. --- ## No Match in Current: Climate change and further regulation of GHG and other air emissions may adversely affect Occidental's businesses and results of operations. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Continuing political, social and industry attention to climate change has resulted in both existing and pending international agreements and national, regional and local legislation and regulatory programs to report on and reduce GHG emissions, including emissions from the production and use of oil and gas and associated products as well as the use of or support for emissions reduction technologies. The Biden Administration identified climate change as a priority and issued numerous executive orders, national GHG emissions reduction goals under the Paris Agreement, guidance on environmental and social analysis of GHG emissions, moratoria on certain oil and gas permitting and infrastructure, and new and expanded regulations on emissions from oil and gas, chemical and midstream operations seeking to prohibit or restrict oil and gas development activities in certain areas, reduce the use of petroleum products in transportation, electricity generation and other sectors, expand renewable energy sources, and reduce GHG emissions. Significantly expanding upon the EPA's 2012 and 2016 regulations of methane emissions from certain new oil and gas operations, the EPA developed a methane emissions reduction program under the Clean Air Act and the IRA with three key components: (i) direct regulations issued in December 2023 for methane and VOC emissions from nearly all U.S. onshore oil and gas wells and facilities, with the EPA directly enforcing federal New Source Performance Standards (NSPS) starting in 2024 that collectively expand leak detection and reporting, identify larger sources the EPA calls "super emitters," phase out routine flaring and gas-driven pneumatic devices and pumps, and require advanced methane detection technology, and the states applying EPA-approved Emissions Guidelines (EG) for existing operations no later than 2029; (ii) significant amendments to the EPA's GHG Reporting Rule that the EPA issued in April 2024 for most U.S. oil and gas facilities to incorporate more oil and gas equipment and sources, add a source category of "other large release events," require greater use of measurements instead of emission factors, revise emissions estimation methods and calculations, and add reporting categories for use and sequestration of captured CO2; and (iii) an escalating "methane waste emissions charge" under the IRA, for which the EPA issued final regulations in November 2024 to collect on reported upstream and midstream methane emissions from oil and gas facilities above specified intensity thresholds for applicable sectors of the oil and gas industry, starting at $900 per metric ton of methane emitted in 2024 above applicable thresholds, and increasing to $1,200 per ton in 2025, and $1,500 per ton in 2026 and thereafter. Supplementing the EPA's methane emissions reduction program, the BLM issued final regulations in April 2024 to restrict venting and flaring from oil and gas operations on federal lands. The EPA finalized several other regulations of GHG emissions in 2024, including NSPS and EG for electric generating units, multi-pollutant emissions standards for light- and medium-duty vehicles and GHG emissions standards for heavy-duty vehicles. Finally, the DOE also implemented several environmental and climate-focused initiatives in 2024, including funding numerous low-carbon and emissions reduction projects and setting national energy efficiency standards for residential, commercial and industrial appliances and equipment that promote electrification. Since the foregoing regulations are final, they may remain in effect unless vacated by pending or anticipated litigation or rescinded by congressional action or new regulatory action by the Trump Administration. As part of its development of six proposed sequestration hubs, OLCV has filed multiple permit applications with the EPA for Underground Injection Control (UIC) Class VI CO2 injection wells in Louisiana and Texas. These permits are necessary to construct and operate sequestration hubs. In December 2023, the EPA granted Louisiana primary authority for permitting and oversight of Class VI injection wells, and the Louisiana Department of Energy and Natural Resources assumed permitting authority over its pending applications in the state in 2024. Texas has also applied for such authority, a process which is expected to take up to two years, so OLCV expects that the EPA will continue to process its pending Class VI permit applications in Texas. Denial of Class VI permits or significant delays in their issuance could adversely affect the cost, timing, financing and competitiveness of OLCV's planned hub development. Various U.S. states have established rules aimed at disclosing GHG emissions and climate-related risks, mandating a transition of energy supplies, imposing liability for climate mitigation and adaptation on the oil and gas industry or other sectors or mandating emissions reductions. For example, some states have adopted GHG cap and trade programs that require major sources of emissions, such as electric power plants, or major producers of fuels, including refineries and natural gas processing plants, to acquire and surrender emission allowances. Other states, including Colorado, New Mexico and Texas where Occidental subsidiaries operate, have adopted new regulations, policies or strategies in recent years that OXY 2024 FORM 10-K17 OXY 2024 FORM 10-K17 OXY 2024 FORM 10-K17 OXY 2024 FORM 10-K 17 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents increase inspection, recordkeeping, reporting, enforcement and controls on flaring, venting and equipment that emit methane and other compounds at oil and gas facilities. In certain instances, these states anticipate tying the processing and active status of oil and gas permits, including drilling permits, to air emissions and compliance. For example, Colorado has established GHG intensity targets for DJ Basin operators in 2025, 2027 and 2030, which Occidental currently meets. In October 2023, California enacted legislation addressing the disclosure of GHG emissions, climate-related risks, certain environmental claims and the use or sale of voluntary carbon offsets. Additionally, the SEC in March 2024 adopted climate disclosure rules that would require public companies to significantly increase disclosure of GHG emissions and strategies, targets, costs and risks associated with climate change and the energy transition, which the SEC voluntarily stayed in April 2024 due to litigation with multiple parties. In 2023, the European Union (EU) enacted the Corporate Sustainability Reporting Directive, which will require sustainability reporting across a broad range of ESG topics for both EU and certain non-EU companies and initially focuses on GHG emissions and climate. Certain jurisdictions have proposed climate-related frameworks aligned with the standards of the International Sustainability Standards Board and the Task Force on Climate-Related Financial Disclosures. Global efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues and impose reductions of hydrocarbon-based fuels, including plans developed in connection with the Paris Agreement in 2015 and subsequent UN-sponsored climate change conferences. In January 2025, President Trump announced numerous executive orders regarding climate, energy and environmental matters that, among other things, withdraw the U.S. once again from the Paris Agreement; declare a national energy emergency to facilitate permitting of domestic oil and gas and critical minerals exploration and production and associated infrastructure; pause issuance and implementation of pending regulations; require a review of recent final regulations, grants, loans and other federal financial assurance to governments, businesses and NGOs, potentially including programs that have provided policy support for direct air capture, sequestration and other low-carbon ventures; and rescind dozens of Biden Administration executive orders on these topics. Actions by the Trump Administration or Congress to amend the IRA, IIJA or other statutes or regulations that provide policy support for direct air capture, sequestration and other low-carbon ventures could materially impact OLCV's current or future operations and strategy. Collectively, the final regulations and other recent international, federal, state and local government actions relating to GHG and other air emissions are expected, subject to further action by the Trump Administration, Congress or courts, to require Occidental to incur increased operating and maintenance costs, including higher rates charged by service providers and costs to purchase, operate and maintain emissions control systems, acquire emission allowances, pay taxes or fees for methane or carbon emissions and comply with new regulatory or reporting requirements. They could also affect permitting and other regulatory approvals and prevent Occidental from conducting oil and gas development activities in certain areas. In addition, they could promote the use of alternative sources of energy and thereby decrease demand for oil, NGL, natural gas and other products that Occidental's businesses produce, and materially impact OLCV's current or future operations and strategy. Future legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, oil, NGL, natural gas or other products produced by Occidental's businesses and lower the value of its reserves. Consequently, government actions designed to reduce GHG emissions could cause Occidental to make changes with respect to its business plan, operations and assets that may impact its business and financial performance and could have an adverse effect on its businesses, financial condition, results of operations, cash flows and reserves. It is difficult to predict the timing, certainty and scope of such government actions and their ultimate effect on Occidental, which could depend on, among other things, the type and extent of GHG emissions reductions required, the availability and price of emission allowances or credits, carbon accounting standards, the availability and price of alternative fuel sources, the energy sectors covered, market conditions (including consumer responsiveness to such changes), Occidental's ability to recover the costs incurred through its operating agreements or the pricing of its oil, NGL, natural gas and other products and whether service providers are able to pass increased costs through to Occidental. --- ## No Match in Current: Occidental's aspirations, goals and initiatives related to carbon management and overall sustainability expose it to numerous risks. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Occidental continues to develop new technologies and strategies to help position it to meet its emissions reduction and net-zero goals. Occidental's efforts to research, establish, accomplish and accurately report on its emissions reductions, targets and strategies expose it to numerous operational, reputational, financial, legal, technological, implementation and other risks. Occidental's ability to reach its stated goals is subject to a multitude of factors and conditions, many of which are out of its control. Examples of such factors include evolving government regulation and voluntary protocols for reporting or verification of emissions, capture or sequestration, including new or different interpretations or reversal thereof, the potential for jurisdictions in which it operates to enact opposing or incompatible regulations, the pace of changes in technology, the successful development and deployment of existing or new technologies and business solutions on a commercial scale, the availability, timing and cost of equipment, manufactured goods, electricity and services and the availability of requisite financing and federal and state incentive programs. 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 through rulemaking or guidance. There are multiple proposed or recently adopted changes to various GHG reporting regulations and protocols, including from the EPA, the SEC, the GHG Protocol and certain other jurisdictions, as well as for additional controls, fees or taxes on emissions. While Occidental has reported voluntarily on its net-zero pathway and associated goals and targets, as well as GHG emissions estimates, the SEC's climate disclosure rules adopted in March 2024 but currently stayed would, if implemented, require both significant additional disclosure and integration of such disclosure directly into financial reporting processes. Given the potential significance of these recent or proposed changes for estimation, reporting and verification of GHG emissions, establishing and reporting on goals and targets, and estimating and disclosing costs of emissions reduction and the energy transition, Occidental may be required or elect to modify or update reported emissions and its current set of GHG goals and targets to reflect such new or changed regulations and protocols, although the Company currently expects to retain its overarching goals and to continue to implement emissions reduction plans that it believes will complement its investments in DAC, CCUS and other low-carbon technologies and infrastructure. As the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand and change, Occidental may have to undertake additional costs to control, assess and report on ESG metrics, especially to the extent applicable rules and standards are contradictory, not harmonized or inconsistent. In addition, Occidental participates, along with other companies, institutions, universities, trade associations and other organizations, in various initiatives, campaigns and other projects that express various ambitions, aspirations and goals related to climate change, emissions reduction and energy transition. Occidental's ambitions, future performance or policies may differ from those of such other organizations or other participants in these various initiatives, campaigns and other projects, and Occidental may unilaterally change or cease its involvement with those initiatives, campaigns or projects and its individual ambitions, aspirations and goals. Occidental may face increased scrutiny from the investment community, customers, political advocacy groups, other stakeholders and the media (including social media) related to its emissions reduction and net-zero goals and strategies, and it may be unable to satisfy all stakeholders as their expectations for, and support, criticism or skepticism of, such matters continue to evolve. If Occidental's stated goals and the strategies to achieve them do not meet or are contrary to changing investor or other stakeholder expectations or standards, Occidental's reputation, ability to attract and retain employees and attractiveness as an investment, business partner, supplier or acquirer could be negatively impacted. Similarly, Occidental's efforts, failure or perceived failure to fulfill its emissions reduction goals and targets, to comply with ethical, health, safety, environmental, social, governance or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters effectively could have the same negative impacts and further expose Occidental to government enforcement actions and private litigation. Even if Occidental achieves its goals, targets and objectives, it may not realize all of the benefits that it expected at the time the goals were established. There also have been efforts in the investment community, including investment advisers, financial institutions and certain sovereign wealth, pension and endowment funds, as well as political actors and other stakeholders, promoting divestment of fossil fuel equities, reducing access to capital markets and pressuring lenders to limit funding or increase the cost of lending to companies engaged in the extraction of fossil fuel reserves. Certain of these stakeholders have sought to delay or block government permits and approvals or needed infrastructure, utilize shareholder governance mechanisms OXY 2024 FORM 10-K19 OXY 2024 FORM 10-K19 OXY 2024 FORM 10-K19 OXY 2024 FORM 10-K 19 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents against companies or their shareholders or financial institutions in an effort to deter investment in oil and gas activities and take other actions intended to promote changes in business strategy for oil and gas companies. Additionally, institutional lenders who provide financing to oil and gas companies have become more attentive to sustainable lending practices, and some of them may substantially reduce, or elect not to provide, funding for oil and gas companies. Customers and suppliers also may evaluate Occidental's sustainability practices or require that it adopt certain sustainability policies as a condition of awarding contracts. Such environmental initiatives aimed at limiting climate change and reducing air emissions or use of natural resources generally could adversely affect Occidental's business activities, operations and ability to access capital, cause the market value of its securities to decrease or its cost of capital to increase, and adversely affect its reputation. At the same time, stakeholders and regulators have increasingly expressed or pursued divergent and evolving views, legislation and investment expectations with respect to sustainability, including the enactment or proposal of "anti-ESG" legislation or policies. Occidental may also face negative impacts from consumers who do not support climate-related initiatives or concerns. Finally, increasing attention to climate change risks has resulted in an increased possibility of government investigations or claims and additional private litigation against Occidental without regard to causation or its contribution to the asserted damage, which could increase its costs or otherwise adversely affect its businesses. For example, certain states have enacted or proposed legislation purporting to impose liability for climate mitigation and adaptation on the oil and gas industry, or to require businesses to disclose their GHG emissions associated goals and targets, use of voluntary offsets, and climate-related risks. In addition, government and private parties have increasingly filed lawsuits or initiated regulatory action alleging misrepresentation regarding climate change, sustainability and other ESG-related matters and practices or a failure or lack of diligence to meet sustainability or climate-related goals. Such legislation and lawsuits present a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or sustainability disclosures and practices. --- ## No Match in Current: Occidental's operations and financial results could be significantly negatively impacted by its offshore operations. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Occidental is vulnerable to risks associated with offshore operations that could negatively impact its operations and financial results. Certain Occidental subsidiaries conduct offshore operations primarily in the Gulf of America and their operations and financial results are vulnerable to certain unique risks associated with operating offshore, including conditions relating to the following: ■Hurricanes and other adverse weather conditions; ■Geological complexities and water depths associated with such operations; ■Limited number of partners available to participate in projects; ■Oilfield service costs and availability; ■Compliance with HSE and other laws and regulations; ■Terrorist attacks or piracy; ■Remediation and other costs and regulatory changes resulting from oil spills, emissions or releases of hazardous substances or materials; ■Failure of wells, equipment or facilities; and ■Response capabilities for personnel, equipment or environmental incidents. In addition, certain Occidental subsidiaries conduct some of their exploration in deep waters (greater than 1,000 feet) where operations, support services and decommissioning activities are more difficult and costly than in shallower waters. The deep waters in the Gulf of America, as well as international deep-water locations, lack the physical and oilfield service infrastructure present in shallower waters. As a result, deep-water operations may require significant time between a discovery and the time that Occidental can market its production, thereby increasing the risk involved with these operations. --- ## Modified: The Company may experience delays, cost overruns, losses or unrealized expectations in development efforts and exploration activities. **Key changes:** - Reworded sentence: "Oil, NGL and natural gas exploration and production activities are subject to numerous risks beyond the Company's control, including the risk that drilling will not result in commercially viable oil, NGL or natural gas production." **Prior (2025):** Oil, NGL and natural gas exploration and production activities are subject to numerous risks beyond Occidental's control, including the risk that drilling will not result in commercially viable oil, NGL and natural gas production. In its development and exploration activities, Occidental bears the risks of: ■Equipment failures; ■Construction delays; ■Escalating costs for, competition for, shortages of or delays in services, materials, supplies, equipment or labor; ■Increasing prices as a result of broad inflation; ■Property or border disputes; ■Disappointing drilling results or reservoir performance; ■Title problems and other associated risks that may affect its ability to profitably grow production, replace reserves and achieve its targeted returns; ■Actions by third-party operators of its properties; ■Delays imposed by or resulting from compliance with permits, laws, regulations or litigation and costs of drilling wells on lands subject to complex development terms and circumstances; and ■Oil, NGL and natural gas gathering, transportation and processing availability, restrictions or limitations. Exploration is inherently risky and is subject to delays, misinterpretation of geologic or engineering data, unexpected geologic conditions or finding reserves of disappointing quality or quantity, which may result in significant losses. **Current (2026):** Oil, NGL and natural gas exploration and production activities are subject to numerous risks beyond the Company's control, including the risk that drilling will not result in commercially viable oil, NGL or natural gas production. In its development and exploration activities, the Company bears the risks of: •Equipment failures; •Construction delays; •Escalating costs for, competition for, shortages of or delays in services, materials, supplies, equipment or labor or other supply chain constraints; •Increasing prices as a result of inflation; •Disappointing drilling results or reservoir performance; •Actions by third-party operators of its properties; •Delays imposed by or resulting from compliance with permits, laws, regulations or litigation and costs of drilling wells on lands subject to complex development terms or circumstances; •Oil, NGL and natural gas gathering, transportation and processing availability, restrictions or limitations; and •Title, property or access issues or border disputes and other associated risks that may affect its ability to profitably grow production, replace reserves and achieve its targeted returns. Exploration is inherently risky and is subject to delays, misinterpretation of geologic or engineering data, unexpected geologic conditions or finding reserves of disappointing quality or quantity, which could have a material adverse effect on the Company's financial condition, results of operations, cash flows and reserves. --- ## Modified: Volatile global and local commodity pricing strongly affects the Company's results of operations. **Key changes:** - Reworded sentence: "The Company's financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, NGL and natural gas." - Reworded sentence: "Prices are determined by global and local market forces which are not in the Company's control." - Reworded sentence: "Commodity price risk management activities may prevent the Company from fully benefiting from price increases and may expose it to regulatory, counterparty credit and other risks." **Prior (2025):** Occidental's financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, NGL, natural gas and chemical products. Prices for oil, NGL and natural gas fluctuate widely. Historically, the markets for oil, NGL and natural gas have been volatile and may continue to be volatile in the future. If the prices of oil, NGL or natural gas continue to be volatile or decline, Occidental's operations, financial condition, cash flows, level of expenditures and the quantity of estimated proved reserves that may be attributed to its properties may be materially and adversely affected. Prices are determined by global and local market forces which are not in Occidental's control. These factors include, among others: ■Worldwide and domestic supplies of, and demand for, oil, NGL, natural gas and refined products; ■The cost of exploring for, developing, producing, refining and marketing oil, NGL, natural gas and refined products; ■Operational impacts such as production disruptions, technological advances and regional market conditions, including available transportation capacity and infrastructure constraints in producing areas; ■Changes in weather patterns and climate; ■The impacts of the members of OPEC and non-OPEC member-producing nations that may agree to and maintain production levels; ■The ongoing global impact of the Russia-Ukraine war and conflicts in the Middle East; ■The worldwide military and political environment, including uncertainty or instability resulting from an escalation or outbreak of armed hostilities or acts of terrorism in the United States or elsewhere; ■The price and availability of and demand for alternative and competing fuels and emissions reducing technology; ■Technological advances affecting energy consumption and supply; ■Government policies and support and market demand for low-carbon technologies; ■Domestic and international government regulations, tariffs and taxes, including those that restrict the import or export of hydrocarbons and other products and goods; ■Shareholder activism or activities by non-governmental organizations (NGOs) to restrict the exploration, development and production of oil, NGL and natural gas; ■Additional or increased nationalization and expropriation activities by international governments; ■The impact and uncertainty of world health events, including pandemics and epidemics; ■The effect of releases from or replenishment of the U.S. Strategic Petroleum Reserve; ■Volatility in commodity markets; ■The effect of energy conservation efforts; and ■Global inventory levels and general economic conditions, including potential economic slowdowns or recessions, domestically or internationally. The long-term effects of these and other conditions on the prices of oil, NGL, natural gas and chemical products are uncertain and there can be no assurance that the demand or pricing for Occidental's products will follow historic patterns in the near term. Prolonged or substantial decline, or sustained market uncertainty, in these commodity prices may have the following effects on Occidental's businesses: ■Adversely affect Occidental's financial condition, results of operations, liquidity, ability to reduce debt, access to and cost of capital, and ability to finance planned capital expenditures or planned acquisitions, pay dividends and repurchase shares; ■Reduce the amount of oil, NGL and natural gas that Occidental can produce economically; ■Cause Occidental to delay or postpone some of its capital projects; ■Reduce Occidental's revenues, operating income or cash flows; ■Reduce the amounts of Occidental's estimated proved oil, NGL and natural gas reserves; ■Reduce the carrying value of Occidental's oil and natural gas properties due to recognizing impairments of proved properties, unproved properties and exploration assets; ■Reduce the standardized measure of discounted future net cash flows relating to oil, NGL and natural gas reserves; and ■Adversely affect the ability of Occidental's partners to fund their working interest capital requirements. Generally, Occidental's historical practice has been to remain exposed to the market prices of commodities. As of December 31, 2024, there were no active commodity hedges in place. Management may choose to put hedges in place in the future for oil, NGL and natural gas commodities. Commodity price risk management activities may prevent Occidental from fully benefiting from price increases and may expose it to regulatory, counterparty credit and other risks. The prices obtained for OxyChem's products correlate to the strength of the United States and global economies, as well as chemical industry expansion and contraction cycles. OxyChem also depends on feedstocks and energy to produce chemicals, which are commodities subject to significant price fluctuations. OXY 2024 FORM 10-K9 OXY 2024 FORM 10-K9 OXY 2024 FORM 10-K9 OXY 2024 FORM 10-K 9 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents **Current (2026):** The Company's financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, NGL and natural gas. With the completion of the OxyChem Transaction, the Company's business is more exposed to fluctuations in the markets for oil, NGL and natural gas. Historically, the markets for oil, NGL and natural gas have been volatile and may continue to be volatile in the future. Prices for oil, NGL and natural gas fluctuate widely. Prices are determined by global and local market forces which are not in the Company's control. These factors include, among others: •Domestic and international supplies of, and demand for, oil, NGL, natural gas and refined products; •General economic conditions, including domestic or international economic slowdowns or recessions; •The cost of exploring for, developing, producing, refining and marketing oil, NGL, natural gas and refined products; •Operational impacts such as production disruptions, technological advances and regional market conditions, including available transportation capacity and infrastructure constraints in producing areas; •Changes in weather patterns and climate; •Actions by OPEC and non-OPEC oil producing countries; •The domestic and international military and political environment, including uncertainty or instability resulting from an escalation or outbreak of armed hostilities or acts of terrorism in the United States or elsewhere; •The price and availability of and demand for alternative and competing fuels; •The effect of energy conservation efforts and technological advances affecting energy consumption and supply; •Government policies and support and market demand for low-carbon technologies; •Domestic and international laws, regulations, tariffs and taxes, shareholder activism or activities by advocacy groups that restrict the exploration, development, production, import or export of hydrocarbons and other products and goods; •Additional or increased nationalization and expropriation activities by governments; •The impact and uncertainty of significant health events, including pandemics and epidemics; and •The effect of releases from or replenishment of the U.S. Strategic Petroleum Reserve. The long-term effects of these and other conditions on the prices of oil, NGL and natural gas are uncertain and there can be no assurance that the demand or pricing for the Company's products will follow historic patterns. Prolonged or substantial decline, or sustained market uncertainty, in these commodity prices may have the following effects on the Company's business: •Adversely affect the Company's financial condition, results of operations, cash flows, ability to reduce debt, access to and cost of capital, and ability to finance planned capital expenditures or planned acquisitions, pay dividends or repurchase shares; •Cause the Company to record impairments of its proved and unproved oil and gas properties; •Reduce the amount of oil, NGL and natural gas that the Company can produce economically; •Cause the Company to delay or postpone capital projects; •Reduce the amounts of the Company's estimated proved oil, NGL and natural gas reserves; •Reduce the standardized measure of discounted future net cash flows relating to oil, NGL and natural gas reserves; and •Adversely impact the ability of the Company's partners to fund their working interest capital requirements. Generally, the Company's historical practice has been to remain exposed to the market prices of commodities at the corporate level. As of December 31, 2025, there were no commodity hedges in place. Management may choose to put hedges in place in the future for oil, NGL and natural gas commodities. Commodity price risk management activities may prevent the Company from fully benefiting from price increases and may expose it to regulatory, counterparty credit and other risks. 8 OXY 2025 FORM 10-K 8 OXY 2025 FORM 10-K 8 OXY 2025 FORM 10-K 8 OXY 2025 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents --- ## Modified: An Occidental subsidiary acts as the general partner of WES, a publicly traded master limited partnership, which may involve potential legal liability. **Key changes:** - Reworded sentence: "An Occidental subsidiary, Western Midstream Holdings, LLC, acts as the general partner of WES, a publicly traded master limited partnership." **Prior (2025):** One of Occidental's subsidiaries acts as the general partner of WES, a publicly traded master limited partnership. Its OXY 2024 FORM 10-K15 OXY 2024 FORM 10-K15 OXY 2024 FORM 10-K15 OXY 2024 FORM 10-K 15 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents general partner interest in WES may increase the possibility that it could be subject to claims of breach of duties owed to WES, including claims of conflict of interest. Any such claims could increase Occidental's costs and any liability resulting from such claims could have a material adverse effect on Occidental's financial condition, operating results or cash flows. **Current (2026):** An Occidental subsidiary, Western Midstream Holdings, LLC, acts as the general partner of WES, a publicly traded master limited partnership. Its general partner interest in WES may increase the possibility that it could be subject to claims of breach of duties owed to WES, including claims of conflict of interest. Any such claims could increase the Company's costs and any liability resulting from such claims could have a material adverse effect on the Company's financial condition, operating results or cash flows. --- ## Modified: Anadarko's Tronox settlement may not be deductible for income tax purposes and the Company may be required to repay the tax refund Anadarko received in 2016 related to the deduction of the Tronox settlement payment. **Key changes:** - Reworded sentence: "The Company may be required to repay the $881 million tentative cash tax refund Anadarko received in 2016 before it was acquired by the Company, plus other related cash tax benefits received, plus applicable interest, which as of December 31, 2025, totaled approximately $2.3 billion, if the U.S." **Prior (2025):** In April 2014, Anadarko and Kerr-McGee entered into a settlement agreement for $5.2 billion, resolving, among other things, all claims that were or could have been asserted in connection with the May 2009 lawsuit filed by Tronox against Anadarko and Kerr-McGee in the U.S. Bankruptcy Court for the Southern District of New York. After the settlement became effective in January 2015, Anadarko paid $5.2 billion and deducted this payment on its 2015 federal income tax return. Due to the deduction, Anadarko had a net operating loss carryback for 2015, which resulted in a tentative tax refund of $881 million in 2016. The IRS audited Anadarko's tax position regarding the deductibility of the payment and in September 2018 issued a statutory notice of deficiency rejecting Anadarko's refund claim. Anadarko disagreed and, in November 2018, filed a petition with the U.S. Tax Court to dispute the disallowance. Trial was held in May 2023. The parties filed post-trial briefs throughout 2023 and 2024. Closing arguments were held in May 2024. The Tax Court may issue an opinion at any time. If the Tax Court opines that all or a portion of the original $5.2 billion deduction is not deductible, a computation phase will commence where the parties will compute the tax amount to be included in the Tax Court's decision. Once the parties submit their computation, the Tax Court judge will formally enter the decision reflecting the computed tax amount. To pursue an appeal of the Tax Court's decision, any tax due as a result of the Tax Court's decision must be fully bonded or paid within 90 days of the decision's entry. If Anadarko does not pursue an appeal, the IRS will assess any resulting tax deficiency, including interest, and issue a notice demanding payment thereof. In accordance with Accounting Standards Codification (ASC) Topic 740's guidance on the accounting for uncertain tax positions, as of December 31, 2024, Occidental had recorded no tax benefit on the tentative cash tax refund of $881 million. Additionally, Occidental has recorded no tax benefit on approximately $500 million of additional cash tax benefits realized from the utilization of tax attributes generated as a result of the deduction of the $5.2 billion Tronox Adversary Proceeding settlement payment in 2015. If the payment is ultimately determined not to be deductible, Occidental would be required to repay the tentative refund received, plus other cash benefits received related to the $5.2 billion deduction, plus interest, which as of December 31, 2024 totaled approximately $2.1 billion and could have a material adverse effect on its liquidity and consolidated balance sheets. Occidental's Consolidated Financial Statements include an uncertain tax position for the approximate repayment of $1.4 billion in federal and state taxes plus accrued interest of approximately $760 million. This amount is not covered by insurance. For additional information on income taxes, see Note 10 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. **Current (2026):** The Company may be required to repay the $881 million tentative cash tax refund Anadarko received in 2016 before it was acquired by the Company, plus other related cash tax benefits received, plus applicable interest, which as of December 31, 2025, totaled approximately $2.3 billion, if the U.S. Tax Court determines that Anadarko's $5.2 billion Tronox settlement payment related to a 2014 settlement agreement between Anadarko and Kerr-McGee is not deductible. The IRS disallowed the deduction, and the matter remains pending before the U.S. Tax Court following trial and closing arguments. In accordance with ASC Topic 740's guidance on the accounting for uncertain tax positions, the Company has not recorded a tax benefit for the tentative cash tax refund or for the additional cash tax benefits realized from the utilization of tax attributes associated with the claimed deduction. If the settlement payment is ultimately determined not to be deductible, the Company would be required to repay the tentative cash tax refund Anadarko received, plus other related cash tax benefits received, plus applicable interest. The Company has recorded an uncertain tax position for the estimated amount of taxes and interest that may be payable, which is not covered by insurance. For additional information on income taxes generally and the Tronox tax matter, see Note 9 - Income Taxes and Note 12 - Lawsuits, Claims, Commitments and Contingencies, respectively, in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. --- ## Modified: The Company's oil and gas reserves and other significant financial statement items are estimates based on professional judgment and may be subject to revision. **Key changes:** - Reworded sentence: "Reported oil and gas reserves are estimates based on professional judgment and numerous assumptions regarding geophysical, engineering, technical and economic factors." - Reworded sentence: "Also, actual future net cash flows may differ from these discounted net cash flows due to the amount and timing of actual production, availability of financing for capital expenditures necessary to develop the Company's undeveloped reserves, supply and demand for oil, NGL or natural gas, increases or decreases in consumption of oil, NGL or natural gas and changes in government regulations or taxation." **Prior (2025):** Reported oil and gas reserves are an estimate based on periodic review of reservoir characteristics and recoverability, including production decline rates, operating performance and economic feasibility at the prescribed weighted average commodity prices, future operating costs and capital expenditures, workover and remedial costs, assumed effects of regulation by government agencies, the quantity, quality and interpretation of relevant data, taxes and availability of funds. The procedures and methods for estimating the reserves by Occidental's internal engineers were reviewed by independent petroleum consultants. The process of estimating oil and natural gas reserves, however, is complex and requires significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and is therefore inherently uncertain. Actual production, revenues, expenditures, oil, NGL and natural gas prices and taxes with respect to Occidental's reserves may vary from estimates and the variance may be material. If Occidental were required to make significant negative reserve revisions, its results of operations and stock price could be adversely affected. In addition, the discounted cash flows included in this Form 10-K should not be construed as the fair value of the reserves attributable to Occidental's properties. The estimated discounted future net cash flows from proved reserves are based on an unweighted arithmetic average of the first-day-of-the-month price for each month within the year in accordance with SEC regulations. Actual future prices and costs may differ materially from SEC regulation-compliant prices and costs used for purposes of estimating future discounted net cash flows from proved reserves. Also, actual future net cash flows may differ from these discounted net cash flows due to the amount and timing of actual production, availability of financing for capital expenditures necessary to develop Occidental's undeveloped reserves, supply and demand for oil, NGL and natural gas, increases or decreases in consumption of oil, NGL and natural gas and changes in government regulations or taxation. **Current (2026):** Reported oil and gas reserves are estimates based on professional judgment and numerous assumptions regarding geophysical, engineering, technical and economic factors. The procedures and methods for estimating the reserves by the Company's internal engineers have been reviewed by independent petroleum consultants. However, those procedures and methods are complex and require significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and the resulting estimated oil and gas reserves are therefore inherently uncertain and may be estimated differently by different engineers, even when analyzing the same data. Actual production, revenues, expenditures, oil, NGL and natural gas prices and taxes with respect to the Company's reserves may vary from estimates and the variance may be material. In addition, the discounted cash flows included in this Form 10-K should not be construed as the fair value of the reserves attributable to the Company's properties. The estimated discounted future net cash flows from proved reserves are based on an unweighted arithmetic average of the first-day-of-the-month price for each month within the year in accordance with SEC regulations. Actual future prices and costs may differ materially from SEC regulation-compliant prices and costs used for purposes of estimating future discounted net cash flows from proved reserves. Also, actual future net cash flows may differ from these discounted net cash flows due to the amount and timing of actual production, availability of financing for capital expenditures necessary to develop the Company's undeveloped reserves, supply and demand for oil, NGL or natural gas, increases or decreases in consumption of oil, NGL or natural gas and changes in government regulations or taxation. In preparing its periodic reports and financial statements, the Company is required to make estimates and assumptions as of a specified date. These estimates and assumptions, including those related to oil and gas or other reserves, are based on management's best knowledge and experience at the time, but are subject to substantial uncertainty. Changes in business plans, market conditions, commodity prices, and the pace of energy transition or new information may materially differ from estimates. If these estimates and assumptions prove to be inaccurate or materially differ from actual results, the Company's financial position, results of operations and cash flows could be adversely affected. --- ## Modified: The Company's operations could be adversely affected if it is unable to source water or sand or dispose of surplus fluids. **Key changes:** - Reworded sentence: "Water and sand are essential inputs for the exploration and production of oil and gas." - Reworded sentence: "Restrictions on sourcing water or sand, increased costs or regulatory changes affecting the use of these inputs could disrupt operations, increase expenses or limit production." **Prior (2025):** Water and sand are required for the exploration and production of oil and gas. Occidental's ability to obtain water and sand for its operations may be affected by the price of water and sand, the availability of transportation and other market conditions. Additionally, some government authorities have restricted the use of water subject to their jurisdiction for hydraulic fracturing. If Occidental is unable to obtain water or sand to use in its operations, Occidental may be unable to economically produce oil and natural gas, which could have a material adverse effect on its financial condition, results of operations and cash flows. In addition, Occidental must dispose of the surplus fluids produced from oil and gas operations, including produced water, directly or through the use of third-party vendors. The legal requirements related to the injection of produced water into a non-producing geologic formation are subject to change. Texas and New Mexico have experienced an increase in seismic activity in recent years, with events measuring magnitude 4 or greater in each state. In 2021, both states issued guidelines for operators to implement response plans for activities within agency-designated seismic response areas (SRAs), focused on produced water disposal wells. These states have curtailed water disposal and suspended disposal permits in SRAs, particularly in deep disposal wells, and adopted additional regulations governing produced water disposal and recycling. Occidental subsidiaries and their contractors have to date been able to dispose of surplus produced water at agency-approved volumes, pressures or injection rates, and also utilize central water treatment and recycling facilities that reduce the need for produced water disposal. Actions by agencies and companies to shift produced water disposal to shallower disposal zones is believed to alleviate seismic activity, but has increased the pressure in certain shallower zones, and thereby increased the complexity and cost of drilling and well construction through those zones to access underlying oil and gas formations. While Occidental subsidiaries have retained the ability to dispose of surplus produced water to date under these guidelines and regulations, increased seismicity and formation pressures, or responses to such events by agencies and companies such as curtailing or relocating disposal, could impact the location, timing and cost of development programs and existing operations of certain subsidiaries, particularly in or near SRAs. Restrictions or higher operating costs as a result of more stringent regulations or legal directives, potential litigation or other developments could materially impact Occidental's ability to dispose of produced water, which could have a material adverse effect on its business, financial condition and results of operations. **Current (2026):** Water and sand are essential inputs for the exploration and production of oil and gas. The Company's ability to obtain water or sand for its operations may be affected by factors such as regional supply and demand, price volatility, transportation availability and other market conditions. Additionally, some government authorities have restricted the use of water subject to their jurisdiction for hydraulic fracturing. Restrictions on sourcing water or sand, increased costs or regulatory changes affecting the use of these inputs could disrupt operations, increase expenses or limit production. Compliance with evolving environmental regulations or shortages of water or sand may require the Company to curtail activities or incur additional costs. As a result, the Company may be unable to economically produce oil, NGL and natural gas, which could have a material adverse effect on its financial condition, results of operations and cash flows. OXY 2025 FORM 10-K13 OXY 2025 FORM 10-K13 OXY 2025 FORM 10-K13 OXY 2025 FORM 10-K 13 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents The Company must also dispose of the surplus fluids produced from oil and gas operations, including produced water, either directly or through the use of third-party vendors. Legal requirements related to the subsurface injection of produced water are subject to change. In response to increased seismic activity, some states have curtailed water disposal and suspended disposal permits in seismic response areas (SRAs), particularly in deep disposal wells, and adopted additional regulations governing produced water disposal and recycling. While the Company has retained the ability to dispose of surplus produced water under applicable guidelines and regulations, increased seismicity and formation pressures, or responses to such events by agencies and companies, such as curtailing or relocating disposal, could impact the location, timing and cost of development programs and existing operations, particularly in or near SRAs. Restrictions or higher operating costs as a result of more stringent regulations, permits or government directives, potential litigation or other developments could materially impact the Company's ability to dispose of produced water, which could have a material adverse effect on its financial condition, results of operations and cash flows. --- ## Modified: The Company may be adversely affected by claims, litigation, government investigations and other proceedings. **Key changes:** - Reworded sentence: "The Company is subject to actual and threatened claims, litigation, assessments, investigations and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, such as taxes, drilling, completions, production processes, commercial disputes, regulatory compliance, environmental remediation and health and safety." - Reworded sentence: "Until the final resolution of such matters, the Company may be exposed to losses in excess of the amounts recorded, and such amounts could be material." **Prior (2025):** Occidental is subject to actual and threatened claims, litigation, assessments, investigations, and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, including regarding its drilling, manufacturing or production processes, commercial disputes, environmental compliance, public health and safety and taxes. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves or reasonably possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, Occidental may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of its estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on Occidental's businesses, consolidated financial position, results of operations and cash flows. For additional discussion of some of these matters, see Note 12 - Environmental Liabilities and Expenditures and Note 13 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. **Current (2026):** The Company is subject to actual and threatened claims, litigation, assessments, investigations and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, such as taxes, drilling, completions, production processes, commercial disputes, regulatory compliance, environmental remediation and health and safety. In addition, in connection with the OxyChem Transaction, the Company retained environmental liabilities relating to legacy sites. Furthermore, there are post-closing indemnification obligations for, among other items, (i) such legacy environmental liabilities and (ii) pre-closing liabilities of OxyChem, including pre-closing environmental liabilities, in each case subject to certain limitations and procedures, and Occidental entered into a guaranty in favor of Berkshire Hathaway to guarantee those indemnification obligations of its subsidiaries. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves or reasonably possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, the Company may be exposed to losses in excess of the amounts recorded, and such amounts could be material. Should any of its estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on the Company's financial condition, results of operations and cash flows. For additional discussion of some of these matters, see Note 11 - Environmental Liabilities and Expenditures and Note 12 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. --- ## Modified: The Company's production from CO2 EOR operations may decline if it is unable to obtain sufficient amounts of CO2. **Key changes:** - Reworded sentence: "CO2 EOR operations are critical to the Company's long-term strategy." **Prior (2025):** Occidental's CO2 EOR operations are critical to Occidental's long-term strategy. Oil production from Occidental's CO2 EOR projects depends largely on having access to sufficient amounts of naturally occurring or anthropogenic (human-made) CO2. Occidental's ability to produce oil from its CO2 EOR projects would be hindered if the supply of CO2 were limited due to, among other things, problems with current CO2 producing wells and facilities, including compression equipment, plants and pipelines operated by Occidental's subsidiaries or third parties, or the ability to economically purchase naturally occurring or anthropogenic CO2. This could have a material adverse effect on Occidental's financial condition, results of operations or cash flows. Future oil production from its CO2 EOR operations is dependent on the timing, volumes and location of CO2 injection and, in particular, Occidental's ability to obtain sufficient volumes of CO2. Market conditions may 20 OXY 2024 FORM 10-K 20 OXY 2024 FORM 10-K 20 OXY 2024 FORM 10-K 20 OXY 2024 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents cause the delay or cancellation of the development of naturally occurring CO2 sources or construction of plants that produce anthropogenic CO2 as a byproduct that can be purchased, thus limiting the amount of CO2 available for use in Occidental's CO2 EOR operations. **Current (2026):** CO2 EOR operations are critical to the Company's long-term strategy. Oil production from these projects depends on reliable access to sufficient amounts of naturally occurring or anthropogenic (human-made) CO2. Supply disruptions due to, among other things, CO2 producing well and facility issues, third-party failures, regulatory constraints or market conditions could limit CO2 availability and delay or reduce production. This could have a material adverse effect on the Company's financial condition, results of operations or cash flows. --- ## Modified: Acquisitions, divestitures and other transactions may cause financial results to differ from the Company's or investors' expectations, may not deliver anticipated benefits and could disrupt current operations. **Key changes:** - Reworded sentence: "The success of acquisitions, divestitures and other transactions will depend, in part, on the Company's ability to successfully complete and realize the anticipated benefits of such transactions." **Prior (2025):** The success of acquisitions, divestitures and other transactions will depend, in part, on Occidental's ability to successfully complete and realize the anticipated benefits of such transactions. In the case of acquisitions, including the CrownRock Acquisition, difficulties in integrating businesses and/or employees may result in the failure to realize anticipated results, benefits, and synergies in the expected timeframes, in operational challenges, and in the diversion of management's attention from ongoing business concerns, as well as in unforeseen expenses associated with the acquisitions, which may have an adverse impact on Occidental's financial results. **Current (2026):** The success of acquisitions, divestitures and other transactions will depend, in part, on the Company's ability to successfully complete and realize the anticipated benefits of such transactions. Both acquisitions and divestitures (including the OxyChem Transaction) and associated restructuring may result in the Company bearing unforeseen or greater liabilities, costs, tax consequences or regulatory or contractual issues than anticipated and divert management's attention from ongoing business operations. In addition, in the case of acquisitions, difficulties in integrating businesses or employees may result in the failure to realize anticipated results, benefits and synergies in the expected timeframes and in operational challenges. Any of the foregoing risks associated with acquired or divested properties or businesses may have an adverse impact on the Company's financial condition, operating results or cash flows. For further information on such transactions, see Note 4 - Acquisitions, Divestitures and Other Transactions in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. --- ## Modified: The Company operates in highly competitive environments and may not be able to source production or replace reserves. **Key changes:** - Added sentence: "Oil and gas reservoirs are characterized by declining production rates." - Added sentence: "Unless the Company conducts successful exploration or development activities, acquires properties containing proved reserves, or both, proved reserves will generally decline and negatively impact the Company's revenue." - Added sentence: "Reserve replacement is subject to factors such as geology, government regulation, permitting, capital availability, commodity prices, costs of oilfield goods and services and the effectiveness of development plans, many of which are partially or fully outside of management's control." - Reworded sentence: "The Company has many competitors (including national oil companies), some of which are larger and better funded, more risk-tolerant, have greater access to capital, technology and talent or have special competencies." - Reworded sentence: "Also, there is substantial competition for capital available for investment in the oil and gas industry." **Prior (2025):** The exploration and production of oil, NGL and natural gas is a highly competitive business. Occidental has many competitors (including national oil companies), some of which: (i) are larger and better funded; (ii) may be willing to accept greater risks; (iii) have greater access to capital; (iv) have substantially larger staffs; or (v) have special competencies. Results of operations, reserves replacement and the level of oil and gas production depend, in part, on Occidental's ability to profitably acquire additional reserves. Competition for access to reserves may make it more difficult to find attractive investment opportunities or require delay of reserve replacement efforts. Further, during periods of low product prices, any cash conservation efforts may delay production growth and reserve replacement efforts. Also, there is substantial competition for capital available for investment in the oil and natural gas industry. Occidental's failure to acquire properties, potentially grow production, replace reserves and attract and retain qualified personnel could have a material adverse effect on its cash flows and results of operations. Further, as its competitors use or develop new technologies (including with respect to their generative artificial intelligence capabilities), Occidental may be placed at a competitive disadvantage, and competitive pressures may force it to implement new technologies at a substantial cost. In addition, Occidental's acquisition activities carry risks that it may: (i) not fully realize anticipated benefits due to less-than-expected reserves or production or changed circumstances, such as declines in oil, NGL and natural gas prices; (ii) bear unexpected integration costs or experience other integration difficulties; (iii) experience share price declines based on the market's evaluation of the activity; or (iv) be subject to liabilities that are greater than anticipated. **Current (2026):** Oil and gas reservoirs are characterized by declining production rates. Unless the Company conducts successful exploration or development activities, acquires properties containing proved reserves, or both, proved reserves will generally decline and negatively impact the Company's revenue. Reserve replacement is subject to factors such as geology, government regulation, permitting, capital availability, commodity prices, costs of oilfield goods and services and the effectiveness of development plans, many of which are partially or fully outside of management's control. The exploration and production of oil, NGL and natural gas is a highly competitive business. The Company has many competitors (including national oil companies), some of which are larger and better funded, more risk-tolerant, have greater access to capital, technology and talent or have special competencies. As competitors develop or adopt new technologies (including artificial intelligence), the Company may be placed at a disadvantage and may be required to invest significant resources to remain competitive. Competition for access to reserves may make it more difficult to find attractive investment opportunities or require delay of reserve replacement efforts. Further, during periods of low product prices, any cash conservation efforts may delay production growth and reserve replacement efforts. Also, there is substantial competition for capital available for investment in the oil and gas industry. The Company may be unable to acquire properties, grow production or replace reserves. In addition, the Company's acquisition activities carry risks including the potential for less-than-expected reserves or production or changed circumstances, such as declines in oil, NGL and natural gas prices, unexpected integration costs or difficulties, share price declines based on the market's evaluation of the activity or unforeseen liabilities. The Company may not be successful in finding, developing or acquiring additional reserves, and its efforts may not be economic. The value of Occidental's securities and its ability to raise capital will be adversely impacted if it is not able to replace reserves that are depleted by production or replace its declining production with new production by successfully allocating capital to maintain its reserves and production base. 12 OXY 2025 FORM 10-K 12 OXY 2025 FORM 10-K 12 OXY 2025 FORM 10-K 12 OXY 2025 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents --- ## Modified: Health, safety and environmental laws and regulations and climate-related policies could have a material adverse effect on the Company's financial condition, results of operations and cash flows. **Key changes:** - Reworded sentence: "The Company's operations, properties and assets are subject to extensive health, safety and environmental laws and regulations, including those governing drilling, completions, production, GHG and other air emissions, water use and discharges, waste management, environmental remediation and protection of wildlife and ecosystems." **Prior (2025):** Occidental and its subsidiaries and their respective operations are subject to numerous laws and regulations relating to public and occupational health, safety and environmental protection, including those governing GHG and other air emissions, water use and discharges, waste management, environmental remediation and protection of wildlife and ecosystems. The requirements of these laws and regulations have become increasingly complex, stringent and expensive to implement. Costs of compliance with these laws and regulations are significant and can be unpredictable. These laws sometimes provide for strict liability for events that pose an impact or threat to public health and safety or to the environment, including for funding or performance of remediation and, in some cases, compensation for alleged personal injury, property damage, natural resource damages, punitive damages, civil penalties, injunctive relief and government oversight costs. Strict liability can render Occidental or its subsidiaries liable for damages without regard to their degree of care or fault. Some environmental laws provide for joint and several strict liability for remediation of spills and releases of hazardous substances or materials, and, as a result, Occidental or its subsidiaries could be liable for the actions of others. Occidental and its subsidiaries use and generate hazardous substances or materials in their respective operations. In addition, many of their current and former properties are, or have been, used for industrial purposes. Accordingly, Occidental or its subsidiaries have been, and could become, subject to significant liabilities relating to the investigation, assessment and remediation of potentially contaminated properties and to claims alleging personal injury or property damage as a result OXY 2024 FORM 10-K13 OXY 2024 FORM 10-K13 OXY 2024 FORM 10-K13 OXY 2024 FORM 10-K 13 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents of exposures to, or releases of, hazardous substances or materials. For example, as of the date of this filing, Occidental believes its range of reasonably possible additional losses of its subsidiaries for environmental remediation, beyond those amounts currently recorded, at the 158 sites they are currently monitoring with respect to existing conditions from alleged past practices could be up to $1.9 billion on a consolidated basis. For additional discussion of such matters, see Note 12 - Environmental Liabilities and Expenditures and Note 13 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. In addition, stricter enforcement, changing interpretations or reversal of existing laws and regulations, the enactment of new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require Occidental or its subsidiaries to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on their respective businesses, financial condition and results of operations. **Current (2026):** The Company's operations, properties and assets are subject to extensive health, safety and environmental laws and regulations, including those governing drilling, completions, production, GHG and other air emissions, water use and discharges, waste management, environmental remediation and protection of wildlife and ecosystems. The requirements of these laws and regulations are complex, stringent and expensive to implement. Costs of compliance with these laws and regulations are significant and can be unpredictable and may require significant capital investment and operating costs, and violations can result in penalties, operational restrictions or cessation of operations in affected areas. In addition, evolving climate-related policies, such as those related to CCUS, monitoring, reporting or control of methane and other GHG emissions, and carbon pricing and associated allowances, credits, taxes, fees or incentives, as well as recent legislative developments such as the OBBBA, could increase costs or reduce demand for certain products. Some of these laws and regulations provide for strict, joint and several liability, and the Company could be liable for the actions of others, including prior owners or operators of properties or other assets. Collectively, international, federal, state and local government and private actions relating to air emissions may require the Company to incur additional operating and maintenance costs, including for service providers and costs to purchase, operate and maintain emissions control systems, acquire emission allowances or credits, pay taxes or fees for methane and other GHG emissions or comply with new regulatory or reporting requirements. They could also affect permitting or other regulatory approvals or prevent the Company from conducting oil and gas development activities in certain areas. In addition, they could promote the use of alternative sources of energy and thereby decrease demand for the Company's oil, NGL, natural gas and other products. Future legislation or regulatory or market changes could also increase the cost of consuming or reduce demand for the Company's products and thereby lower the value of the Company's reserves, potentially resulting in impairments. Consequently, actions designed to reduce GHG or other air emissions could cause the Company to make changes with respect to its business plan, operations or assets that may have an adverse effect on its financial condition, results of operations, cash flows and reserves. It is difficult to predict the timing, likelihood and scope of such government and private actions and their ultimate effect on the Company, which could depend on, among other things, the type and extent of air emissions reductions required, the availability and price of emission allowances or credits, carbon accounting standards, the availability and price of alternative fuel sources, the energy sectors covered, market conditions (including consumer responsiveness to such changes), the Company's ability to recover the costs incurred through its operating agreements or the pricing of its oil, NGL, natural gas and other products and whether service providers are able to pass increased costs through to the Company. The Company uses and generates regulated substances in its operations, which have resulted in, and may in the future result in, further environmental remediation costs. The Company discloses on a consolidated basis the amounts currently recorded for environmental remediation with respect to existing conditions from alleged past practices at the sites the Company is currently monitoring and the range of reasonably possible additional losses at those sites beyond the amounts currently recorded. For additional discussion of such matters, see Note 11 - Environmental Liabilities and Expenditures and Note 12 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. In addition, stricter enforcement, changing interpretations or reversal of existing laws and regulations, the enactment of new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require the Company to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on its financial condition, results of operations and cash flows. OXY 2025 FORM 10-K11 OXY 2025 FORM 10-K11 OXY 2025 FORM 10-K11 OXY 2025 FORM 10-K 11 table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents --- ## Modified: The Company is exposed to cybersecurity, digital infrastructure and data security risks. **Key changes:** - Reworded sentence: "The Company relies on technology to enable its business operations." **Prior (2025):** The oil and gas industry is increasingly dependent on information technology (IT) and industrial control systems (ICS) to conduct certain exploration, development and production activities. Occidental relies on digital and industrial control systems, related infrastructure, technologies and networks to run its businesses and to control and manage its oil and gas, chemical, marketing and pipeline operations. Use of the internet, cloud services, mobile communication systems and other public networks exposes Occidental's businesses to the risk of cyber attacks, which have escalated in recent years and which include, but are not limited to: ■Unauthorized access to, or control or disclosure of, sensitive information about Occidental's businesses and its employees; ■Compromise of Occidental's data or systems, including corruption, sabotage, encryption or acts that otherwise render its data or systems unusable (or those of third parties with whom Occidental does business, including third-party cloud and IT service providers); ■Theft or manipulation of Occidental's proprietary information; ■Ransom; ■Extortion; ■Threats to the security of Occidental's facilities and infrastructure; and ■Cyber terrorism. In addition, Occidental has exposure to cybersecurity risks where its data and proprietary information are collected, hosted, and/or processed by third-party cloud and service providers. Occidental's risks may be exacerbated by a delay or failure to detect a cybersecurity incident or understand the full extent of such incident notwithstanding its risk management processes and controls. Occidental faces risks associated with new and ever-increasing phishing technologies and hidden malware as well as risks associated with electronic data proliferation and technology digitization. Occidental also faces increased risk with the growing sophistication of generative artificial intelligence capabilities, which may improve or expand the existing capabilities of cybercriminals described above in a manner Occidental cannot predict at this time. Information and industrial control technology system failures, network disruptions and breaches of data security could disrupt Occidental's operations by causing delays, impeding processing of transactions and reporting financial results, or leading to the unintentional disclosure of Company, partner, customer or employee information that could damage its reputation. A cyber attack on Occidental's information or industrial control systems and related infrastructure, or those of its business associates, suppliers, contractors, joint venture partners or third-party service providers, could negatively impact Occidental's operations in a variety of ways, including, but not limited to: ■Adversely impacting Occidental's ability to compete for oil and natural gas resources; ■Resulting in delays and failure to reach the intended target or cause a drilling incident; ■Resulting in a loss of production or accidental discharge; ■Resulting in a disruption of the manufacturing and marketing of its products or a potential HSE hazard; ■Resulting in supply chain disruptions, which could delay or halt Occidental's construction and development projects; ■Delaying or preventing Occidental from producing, transporting, processing and marketing its production; ■Slowing or halting commodities trading, thus preventing Occidental from marketing its production or engaging in hedging activities; ■Adversely impacting the natural gas market; ■Causing operational disruption; ■Resulting in events of non-compliance which could then lead to regulatory fines or other penalties and legal liability; and ■Damaging Occidental's reputation, subjecting it to potential financial or legal liability, regulatory fines and penalties and requiring it to incur significant costs, including compliance costs and costs to repair or restore its systems and data or to take other remedial steps. While Occidental has experienced cyber attacks in the past, it has not suffered any material losses. However, the cyber risk landscape changes over time due to a variety of internal and external factors, including during political tensions, war or other military conflict or civil unrest. There can be no assurance that Occidental's cybersecurity measures, or the efforts of its partners, will be sufficient to prevent or identify cybersecurity incidents. Although Occidental has implemented controls and multiple layers of security that it believes are reasonable to mitigate the risks of a cybersecurity incident, there can be no assurance that Occidental's response will be successful or effectively address an incident on a timely basis. Moreover, laws and regulations governing cybersecurity and data privacy and the unauthorized disclosure of confidential or protected information pose increasingly complex compliance challenges and potential costs, and any failure 16 OXY 2024 FORM 10-K 16 OXY 2024 FORM 10-K 16 OXY 2024 FORM 10-K 16 OXY 2024 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents to comply with these data privacy requirements or other applicable laws and regulations in this area could lead to a loss of sensitive information and result in significant regulatory or other penalties and legal liability. If in the future Occidental's cybersecurity measures are compromised or prove insufficient, the potential consequences to Occidental's businesses and the communities in which it operates could be significant. Occidental could suffer interruptions in its ability to manage its operations and damage to its reputation. As cyber attacks continue to evolve in magnitude and sophistication, Occidental may be required to expend additional resources in order to continue to enhance its cybersecurity measures and to investigate and remediate any digital and operational systems, related infrastructure, technologies and network security vulnerabilities, which would increase its costs. Occidental also may incur large expenditures to investigate or remediate, to recover data, to repair or replace networks or information systems or to protect against similar future events. Disruption to Occidental's operations, damage to its reputation, and a system failure or data security breach, or a series of such failures or breaches, could materially adversely affect its businesses, financial condition, results of operations or cash flows. **Current (2026):** The Company relies on technology to enable its business operations. The increasing use of digital technology, information technology and operational technology, including services and networks maintained by the Company as well as third parties, exposes the Company to evolving threats, including unauthorized access, ransomware or other malware, service disruptions, threats to the security of facilities and infrastructure, cyber terrorism, critical infrastructure attacks, supply chain attacks and other attacks on third-party vendors. Cyber incidents, whether from insiders or external actors, such as criminals, hacktivists or nation state threat actors, could disrupt operations or compromise sensitive information, which may impact the Company's reputation, result in regulatory penalties or result in financial losses. Technology failures, network disruptions and breaches of data security could disrupt the Company's operations in numerous ways, including by causing accidents, delays or losses and impacts to the Company's workforce, customers and local communities, impeding processing of transactions and reporting financial results, and leading to the unintentional disclosure of Company, partner, customer or employee information. In addition, the Company faces risks related to the unauthorized access, theft or misuse of proprietary information, including intellectual property, trade secrets and sensitive business data. These risks may arise not only from external actors but also from current or former insiders, including former employees, contractors or other parties with prior access to the Company's systems. Loss or compromise of proprietary information could adversely impact the Company's competitive position, strategic initiatives or business relationships. The Company also has exposure to cybersecurity risks where its systems, data and proprietary information are accessed, collected, hosted and/or processed by third-party cloud and other service providers. The Company also faces increased risk with the growing sophistication of artificial intelligence capabilities, which may improve or expand the existing capabilities of 14 OXY 2025 FORM 10-K 14 OXY 2025 FORM 10-K 14 OXY 2025 FORM 10-K 14 OXY 2025 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents cyber threat actors. While the Company uses advanced technologies, including AI-based tools, to strengthen its defenses and support business operations, such measures may not be successful in preventing or mitigating cyber threats. Moreover, laws and regulations governing cybersecurity and data privacy and the unauthorized disclosure of confidential, regulated or protected information pose increasingly complex compliance challenges and potential costs, and any failure to comply with these requirements or other applicable laws and regulations in this area could result in significant regulatory penalties or other legal liabilities. Despite robust cybersecurity measures, the Company has experienced cyber-attacks in the past and expects such threats to continue to evolve, including increasing in magnitude and sophistication. The cyber risk landscape changes over time due to a variety of internal and external factors, including during geopolitical tensions and as a result of technological developments. There can be no assurance that the Company's cybersecurity and operational resilience measures, or the efforts of its partners, will be sufficient to prevent, identify or effectively address cybersecurity incidents. The Company may incur significant increased costs in order to continue to enhance its cybersecurity measures and to investigate and remediate cybersecurity incidents. A significant cyber incident could have a material adverse affect on the Company's financial condition, results of operations or cash flows. --- ## Modified: The Company's indebtedness could limit financial flexibility and increase vulnerability to adverse conditions. **Key changes:** - Reworded sentence: "The Company's level of indebtedness may make it more vulnerable to adverse changes in general economic or industry conditions and could limit the Company's ability to respond to changing business conditions." **Prior (2025):** Occidental's level of indebtedness, including indebtedness incurred in connection with the CrownRock Acquisition, could increase its vulnerability to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its businesses or limit Occidental's flexibility in planning for or reacting to changes in its businesses and the industries in which it operates. From time to time, Occidental has relied on access to capital markets for funding. Occidental's ability to obtain additional financing or refinancing will be subject to a number of factors, including general economic and market conditions such as rising interest rates, inflation or unstable or illiquid market conditions, Occidental's performance, investor sentiment, risks impacting financial institutions and the credit markets more broadly and Occidental's ability to meet existing debt compliance requirements. Occidental's ability to access credit and capital markets may be restricted at a time when it would like, or need, access to those markets, which could constrain its flexibility to react to changing economic and business conditions. If Occidental is unable to generate sufficient funds from its operations or complete planned divestitures on favorable terms or at all to satisfy its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, Occidental's businesses, financial condition, results of operations, cash flows and/or stock price could be adversely affected. In addition, Occidental is regularly evaluated by the major rating agencies based on a number of factors, including its financial strength and conditions affecting the oil and gas industry generally. Occidental and other industry companies have had their ratings reduced in the past due to negative commodity price outlooks. These major rating agencies are now considering environmental, social and governance (ESG) attributes when assessing credit profiles. While these assessments have limited impact today, they have the potential to pressure credit ratings over time. Any downgrade in Occidental's credit rating or announcement that its credit rating is under review for possible downgrade could increase the cost associated with any additional indebtedness Occidental incurs or limit or impair Occidental's access to additional indebtedness, financial assurance, or other forms of liquidity. As of the date of this filing, Occidental's long-term debt was rated BBB- by Fitch Ratings, Baa3 by Moody's Investors Service and BB+ by Standard and Poor's. **Current (2026):** The Company's level of indebtedness may make it more vulnerable to adverse changes in general economic or industry conditions and could limit the Company's ability to respond to changing business conditions. Periodically, the Company has relied on access to capital markets for funding. The Company's future access to capital markets and/or availability at favorable terms or at all will be subject to a number of factors, including general economic and market conditions such as rising interest rates, inflation or unstable or illiquid market conditions, investor sentiment, risks impacting financial institutions or the credit markets more broadly and/or the Company's performance, credit ratings or ability to meet existing debt obligations. The Company is regularly evaluated by the major credit rating agencies based on numerous factors, including its financial strength, conditions affecting the oil and gas industry and commodity price outlooks. Any downgrade or announcement of a potential downgrade of the Company's credit ratings could increase costs associated with indebtedness or impair the Company's access to additional indebtedness, financial assurance or other forms of liquidity and such events may occur at unfavorable times due to changing economic and business conditions. If the Company is unable to generate sufficient funds from its operations or complete divestitures on favorable terms, or at all, to fund its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, the Company's financial condition, results of operations, cash flows and/or stock price could be adversely affected. --- ## Modified: The Company is subject to operational hazards and catastrophic events. **Key changes:** - Reworded sentence: "The Company's operations, both onshore and offshore, face risks and hazards inherent to operating in the energy industry." **Prior (2025):** The occurrence of severe weather events such as hurricanes, floods, freezes and heat waves, droughts, earthquakes or other acts of nature, pandemics, well blowouts, fires, explosions, pipeline ruptures, release of chemicals, petroleum or their constituents into the soil, surface water, ground water, or the marine environment, material or mechanical failure, power outages, industrial accidents, physical or cyber attacks, abnormally pressured or structured formations and other events that cause operations to cease or be curtailed may negatively affect Occidental's businesses and the communities in which they operate. Coastal operations are particularly susceptible to disruption from severe weather events. The foregoing events may present acute risks such as specific storms or wildfires or chronic risks such as sea level rise or water scarcity. Any of these risks could adversely affect Occidental's ability to conduct operations or result in substantial losses as a result of: ■Damage to and destruction of property and equipment, including property and equipment owned by third parties which its operations rely upon; ■Impacts to Occidental's workforce and local communities; ■Damage to natural resources; ■Pollution and other environmental damage, including spillage or mishandling of recovered chemicals or fluids; ■Regulatory investigations, claims, fines and penalties; ■Loss of well location, acreage, expected production and related reserves; ■Suspension or delay of permits or operations or closure of facilities; ■Substantial liability claims; and ■Significant repair and remediation costs that increase its breakeven economics. Third-party insurance may not provide adequate coverage or Occidental or its subsidiaries may be self-insured with respect to the related losses. In addition, under certain circumstances, Occidental or its subsidiaries may be liable for environmental conditions on properties that they currently own, lease or operate that were caused by previous owners or operators of those properties. As a result, Occidental or its subsidiaries may incur substantial liabilities to third parties or government entities for which they do not have sufficient insurance coverage, which could reduce or eliminate funds available for exploration, development, acquisitions or other investments in their respective businesses, or cause them to incur losses. OXY 2024 FORM 10-K21 OXY 2024 FORM 10-K21 OXY 2024 FORM 10-K21 OXY 2024 FORM 10-K 21 table of contentsOTHER INFORMATION table of contentsOTHER INFORMATION table of contents **Current (2026):** The Company's operations, both onshore and offshore, face risks and hazards inherent to operating in the energy industry. These include well blowouts, fires, explosions, pipeline ruptures, spills, emissions or releases of regulated materials into the soil, surface water, ground water or the marine environment, material or mechanical failures, power outages, industrial accidents, abnormally pressured or structured formations, severe weather events (such as hurricanes, floods, freezes, heat waves or droughts), land deformations (such as earthquakes, landslides or subsidence), other acts of nature, pandemics, physical or cyber-attacks, terrorist attacks, piracy and other events that cause operations to be curtailed or cease. Coastal and offshore operations are particularly susceptible to disruption from severe weather events. The aforementioned events may present acute risks, such as specific storms or wildfires, or chronic risks, such as sea level rise or water scarcity. Any of these risks could adversely affect the Company as a result of: •Injuries or impacts to the Company's workforce and local communities; •Damage to or destruction of property and equipment, including property and equipment owned by third parties which the Company's operations rely upon; •Damage to natural resources; •Pollution or other environmental damage; •Regulatory investigations, claims, fines or penalties; •Loss of well location, acreage, expected production or related reserves; 10 OXY 2025 FORM 10-K 10 OXY 2025 FORM 10-K 10 OXY 2025 FORM 10-K 10 OXY 2025 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents •Suspension or delay of permits or operations or closure of facilities; •Substantial liability claims; •Significant response, repair or remediation costs that negatively impact the Company's breakeven economics; •Demand for or deployment of significant resources including capital, personnel, materials and equipment to respond to an event; and •Legislative or regulatory changes resulting from an event. The Company conducts offshore operations in the Gulf of America and international locations through certain subsidiaries. Offshore operations are vulnerable to unique risks in addition to those listed above, including deep-water technical complexity, logistical and security challenges, a limited number of partners available to participate in projects and more stringent permitting and regulatory requirements. The Company may also face longer recovery times and higher remediation costs for offshore incidents compared to onshore operations. Deep-water projects (greater than 1,000 feet) are especially challenging and costly due to limited infrastructure and support services, often requiring more time between discovery and ability to market production, thereby increasing commercial and operational risk. These factors can increase the potential for and impact of catastrophic events, which could result in significant operational disruption, increased costs or loss of production and could have a material adverse effect on the Company's financial condition, results of operations, cash flows and reserves. --- ## Modified: The Company's carbon management and sustainability initiatives and strategic objectives involve significant risks and uncertainties. **Key changes:** - Reworded sentence: "The Company's aspirations, goals, initiatives and investments related to carbon management, DAC and sustainability, and the execution of its broader business strategies, expose it to significant financial, operational, regulatory, technological, legal, market, reputational and other risks." **Prior (2025):** Occidental's results of operations depend on the extent to which it can execute new business strategies effectively relative to both the societal transition to a less carbon-intensive economy and laws, regulations and government and private actions regarding the environment and climate change. Occidental's strategies seek to advance its GHG emissions reduction and net-zero goals. Occidental's strategies and goals are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond its control, and may change for various reasons, including evolving market conditions, supply chain constraints or delays, including with respect to raw materials, equipment and electrical infrastructure, changes in Occidental's portfolio and financial, operational, regulatory, reputational, legal and other factors. Additionally, Occidental may be forced to develop or implement new technologies at substantial costs to achieve its strategies. Effective execution of these goals may require substantial new capital, which might not be available to Occidental in the amounts or at the times expected. In addition, raising such capital may increase its leverage or overall costs of doing business. These uncertainties and costs could cause Occidental to not be able to fully implement or realize the anticipated results and benefits of its business strategies. Certain of Occidental's goals are dependent upon the successful implementation of new and existing technologies on an industrial scale, including the development of DAC technology and start-up operations at STRATOS. These technologies 18 OXY 2024 FORM 10-K 18 OXY 2024 FORM 10-K 18 OXY 2024 FORM 10-K 18 OXY 2024 FORM 10-K table of contentsRISK FACTORS table of contentsRISK FACTORS table of contents are in various stages of development or implementation and may require more capital, or take longer to develop, than currently expected. Occidental's investments in such technologies may expose it to numerous financial, operational, regulatory, reputational, legal and other risks. Further, these carbon management technologies are in competition with technologies being developed by governments and other companies. The carbon management solutions are not well established and, while Occidental believes it has access to the technologies and the expertise necessary to develop these solutions on an industrial scale, Occidental may not ultimately succeed in doing so and in achieving its stated goals. Occidental's strategy to include carbon management in its product line is also dependent upon demand for carbon sequestration and related CO2 removal credits, offsets or other attributes. If this market does not develop, or if the regulatory environment does not support carbon management activities, Occidental may not be successful in this industry. **Current (2026):** The Company's aspirations, goals, initiatives and investments related to carbon management, DAC and sustainability, and the execution of its broader business strategies, expose it to significant financial, operational, regulatory, technological, legal, market, reputational and other risks. The Company's results of operations depend on the extent to which it can execute new business strategies effectively, particularly in the context of climate-related policies that seek to lower carbon intensity, and evolving laws, regulations and government and private actions regarding the environment and climate change. Efforts to reduce GHG emissions, other air emissions and carbon intensity and to advance sustainability initiatives are subject to numerous uncertainties and contingencies, many of which are beyond the Company's control. These include evolving market conditions (such as demand for carbon sequestration and related CO2 removal credits, allowances or other attributes), supply chain constraints or delays (such as with respect to raw materials, equipment and electrical infrastructure), changes in the Company's portfolio and the availability of grants, loans or tax deductions, incentives or credits (including, as applicable, the transferability thereof). Certain of the Company's strategic goals depend on the successful implementation of new and existing technologies on a commercial scale, including the deployment of DAC technology, start-up operations at STRATOS and the development of proposed CCUS projects. These technologies are in various stages of development or implementation and may require more capital, or take longer to develop, than currently expected. The Company may also be required to develop or implement additional technologies at substantial cost, and effective execution of these initiatives may necessitate significant new capital, which might not be available in the amounts or at the times anticipated. Any such capital‑raising activities could increase the Company's leverage or overall cost of doing business. There is also a risk that some of these technologies may not perform as intended, may fail to achieve commercial viability, or may never develop to the stage necessary to support the Company's long‑term plans. Further, these carbon management technologies are in competition with technologies being developed by governments and other companies, and the market for carbon sequestration and related CO2 removal credits, allowances or other attributes is not well established. If this market does not develop, or if the regulatory environment does not support carbon management activities, the Company may not be successful in the carbon management industry. Sustainability-related disclosures rely on developing standards, assumptions and methodologies that may continue to change, and new or amended rules could require the Company to modify reported goals or incur additional compliance costs. The Company may face scrutiny from investors, customers, advocacy groups and regulators, and failure, or perceived failure, to meet goals or reporting expectations could result in reputational harm, litigation or enforcement actions. Divergent stakeholder views, legislation and government policies on environmental and social matters may affect the Company's access to capital, cost of financing and business relationships. The Company's low-carbon investments in subsidiaries, property, intangibles and goodwill are subject to impairment testing. If these initiatives do not perform as intended or fail to achieve commercial viability or markets do not develop, the Company may impair those assets. Future costs associated with reducing emissions and carbon intensity, as well as impacts resulting from other risk factors described herein, could lead to impairments in the future, particularly if such costs significantly impact the Company's breakeven economics. These factors could materially impact the Company's financial condition, results of operations and cash flows. --- *Data sourced from SEC EDGAR. Last updated 2026-05-05.*