Occidental Petroleum 2000 Annual Report Download

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) [ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-9210
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation or organization Delaware
I.R.S. Employer Identification No. 95-4035997
Address of principal executive offices 10889 Wilshire Blvd., Los Angeles, CA
Zip Code 90024
Registrant's telephone number, including area code (310) 208-8800
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
10 1/8% Senior Notes due 2001 New York Stock Exchange
10 1/8% Senior Debentures due 2009 New York Stock Exchange
9 1/4% Senior Debentures due 2019 New York Stock Exchange
Oxy Capital Trust I 8.16% Trust Originated Preferred Securities New York Stock Exchange
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements the past 90 days.
[X] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant on February 28, 2001, was approximately $8.8 billion, based on the
closing price on the New York Stock Exchange composite tape of $23.99 per share
of Common Stock on February 28, 2001. Shares of Common Stock held by each
executive officer and director have been excluded from this computation in that
such persons may be deemed to be affiliates. This determination of affiliate
status is not a conclusive determination for other purposes.
At February 28, 2001, there were approximately 370,304,584 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement, filed in connection
with its April 20, 2001, Annual Meeting of Stockholders, are incorporated by
reference into Part III.
TABLE OF CONTENTS

Table of contents

  • Page 1
    ... charter) State or other jurisdiction of I.R.S. Employer Identification Address of principal executive Zip Code Registrant's telephone number, incorporation or organization No. offices including area code Delaware 95-4035997 10889 Wilshire Blvd., Los Angeles, CA 90024 (310) 208-8800 Securities...

  • Page 2
    ... Executive Officers of the Registrant...70 ITEM 11 Executive Compensation... 70 ITEM 12 Security Ownership of Certain Beneficial Owners and Management... 70 ITEM 13 Certain Relationships and Related Transactions... 70 PART IV ITEM 14 Exhibits, Financial Statement Schedules and Reports on Form...

  • Page 3
    ..."). Occidental's executive offices are located at 10889 Wilshire Boulevard, Los Angeles, California 90024; telephone (310) 208-8800. Effective May 21, 1986, Occidental became the successor to a California corporation of the same name organized in 1920. As used herein, the term "Occidental" refers to...

  • Page 4
    ... its subsidiaries, Occidental produces or participates in the production of crude oil, condensate and natural gas in the United States, Colombia, Ecuador, Oman, Pakistan, Qatar, Russia and Yemen. Occidental is also conducting exploration and development activities in several of these countries, as...

  • Page 5
    ... laws and regulations relating to, among other things, increases in taxes and royalties, production limits and environmental matters. Portions of Occidental's oil and gas assets outside North America are exposed to varying degrees of political and economic risk. Occidental conducts its financial...

  • Page 6
    ... based on market-sensitive prices, contract prices, or energy equivalent crude oil prices, some with a yearly escalation provision. MIDDLE EAST Occidental has implemented a development plan to increase production and reserves from the Idd el Shargi North Dome field ("ISND") in Qatar. Occidental is...

  • Page 7
    ... day of crude oil, compared with 14,650 barrels per day in 1999. As with Occidental's properties in Qatar and Yemen, the contractual net share of production fluctuates inversely with the market prices of oil. Occidental is also pursuing exploration opportunities in Block 27. LATIN AMERICA Occidental...

  • Page 8
    ... references to reserves are made on a net basis. On May 8, 2000, Occidental reported to the U.S. Department of Energy on Form EIA-28 proved oil and gas reserves at December 31, 1999. CHEMICAL OPERATIONS GENERAL Occidental conducts its chemical operations through Occidental Chemical Corporation and...

  • Page 9
    ... polyethylene. Its principal worldwide competition includes Exxon Mobil Chemical Company, Dow Chemical Company and Shell. Equistar is the second largest producer of ethylene in North America. Headquartered in Houston, Equistar has 17 manufacturing facilities along the United States Gulf Coast and in...

  • Page 10
    .... Major EDC plants at Corpus Christi, Texas, and Convent, Louisiana, use part of the chlorine production from OxyChem's adjacent chlor-alkali facilities and ethylene from Equistar's nearby olefins plants. The principal manufacturing plants of basic chemicals are described in the chart below...

  • Page 11
    ... VCM resin at market-related prices valued at approximately $300 million to Occidental affiliates in 2000. In general, OxyChem does not manufacture its products against a backlog of firm orders. COMPETITION The chemical business is very competitive. Since most of OxyChem's products are commodity in...

  • Page 12
    ... are located in the Gulf Coast areas of Texas and Louisiana. In addition, OxyChem operates eight chemical product-manufacturing facilities in four foreign countries; its largest investment is in Brazil. A number of additional facilities process, blend and store the chemical products. OxyChem owns...

  • Page 13
    ... were employed at corporate headquarters and 99 at other Occidental subsidiaries. In addition, 574 people were employed by Oxy Services, Inc., Occidental's shared services subsidiary, and are currently based primarily in Dallas, Houston and Los Angeles. Approximately 771 U.S. based employees are...

  • Page 14
    ...2000, Vice President -- Executive Services and Public Affairs of Occidental Oil and Gas Corporation. Vice President -- Health, Environment and Safety since 1995; 1991-1995, Director -Investor Relations. Vice President -- Tax since 1991. Dr. Dale R. Laurance 55 Stephen I. Chazen Donald P. de Brier...

  • Page 15
    ... of the Occidental Board of Directors or at such time as his successor shall be elected. 12 PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS TRADING PRICE RANGE AND DIVIDENDS There is hereby incorporated by reference the quarterly financial data appearing under...

  • Page 16
    ... and Elk Hills that give it critical mass in its core markets. Occidental also refocused its exploration and enhanced recovery programs to concentrate primarily in the U.S., the Middle East and Latin America. o Harvest cash from chemicals To invest in profitable growth opportunities and support...

  • Page 17
    ... Geon (now known as "PolyOne") named Oxy Vinyls, LP ("OxyVinyls"); and in 1998 a petrochemicals investment in Equistar Chemicals, LP ("Equistar"). CORPORATE Occidental sold all the shares of MidCon Corp ("MidCon"), its natural gas transmission and marketing business, and exchanged a related note for...

  • Page 18
    ... Occidental's 2000 earnings applicable to common stock by the average equity balance in 2000. The table above shows Occidental's return on equity for the most recent 10, 7, 5 and 3-year periods, as well as the return for the year 2000. These results include non-recurring items such as asset sales...

  • Page 19
    ... Point field in Alaska operated by British Petroleum ("BP") for BP's 75 percent working interest in the Bravo Dome CO2 unit in northern New Mexico. Production of CO2 at Bravo Dome is roughly equal to Occidental's total CO2 requirements in the Permian Basin. Because of third-party sales commitments...

  • Page 20
    ... is also evaluating exploration acreage. QATAR In Qatar, Occidental's strategy is to continue development of the offshore North Dome and South Dome fields. Since 1994, it has produced about 190 million gross barrels of oil in Qatar. Total year-end 2000 proved oil reserves net to Occidental for both...

  • Page 21
    ...'s business and political risk in Ecuador and is expected to largely fund its capital program in-country for the next four years. Both Occidental and AEC are members of a consortium of producers that have formed an independent pipeline company to build a new heavy oil pipeline in Ecuador. Ecuador is...

  • Page 22
    ... and to fund new opportunities. As shown below, from 1995 through 2000, total cash flow from the chemicals business was $3.6 billion - with $2.5 billion in cash after capital expenditures coming from Occidental's core chemical businesses. Asset sales, net of acquisitions, accounted for $1.1 billion...

  • Page 23
    ... on net sales of $7.8 billion. Earnings before special items were $1.3 billion in 2000 and $253 million in 1999. SEGMENT OPERATIONS The following discussion of Occidental's two operating segments and corporate items should be read in conjunction with Note 16 to the Consolidated Financial Statements.

  • Page 24
    ... $16 million of credits in oil and gas and chemical, respectively. The oil and gas amount included a charge related to the income on the Chevron litigation settlement and a credit for losses on sales of assets. Segment earnings in 1998 were affected by $176 million from net charges comprising $202...

  • Page 25
    ... EARNINGS BEFORE SPECIAL ITEMS(a) AVERAGE SALES PRICES CRUDE OIL PRICES (per barrel) U.S. Latin America Eastern Hemisphere GAS PRICES (per thousand cubic feet) U.S. Eastern Hemisphere EXPENSED EXPLORATION(b) CAPITAL EXPENDITURES Development Exploration Acquisitions and other(c, d a) 2000 9,779...

  • Page 26
    ...Consolidated Financial Statements and the discussion above. SPECIAL ITEMS Benefit (Charge) In millions OIL AND GAS Gain on partial sale of Gulf of Mexico assets (a) Write-down of various assets, real estate and investments Loss on sale of office building (a) Chevron litigation settlement (a) Write...

  • Page 27
    ... businesses and various assets Gain on sale of Durez business (a) Loss on foreign investment abandonment (a) Write-downs by Equistar Gain on sale of chemical plant by Equistar Claims and settlements Reorganization and other CORPORATE Gain on sale of CanadianOxy investment Claims and settlements...

  • Page 28
    ... of an asset redeployment program. The increase in income from equity investments in 2000, compared with 1999, was due to higher earnings at Equistar. The increase in income from equity investments in 1999, compared with 1998, primarily reflected the impact of higher worldwide crude oil prices and...

  • Page 29
    ...oil and gas, with the Permian Basin, Elk Hills and Qatar again receiving the highest priority. The remainder will be allocated to chemicals. As part of the asset redeployment program, Occidental completed the sale in 1998 of various international and domestic nonstrategic oil and gas properties. Net...

  • Page 30
    ... had no preferred stock outstanding. However, the Trust Preferred Securities issued in January 1999 by Oxy Capital Trust I, a wholly-owned subsidiary of Occidental, remain outstanding at December 31, 2000. Occidental has a centralized cash-management system that funds the working capital and...

  • Page 31
    ... liability. Other deferred credits and liabilities includes deferred compensation, primarily other post-employment benefits related to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 106, environmental reserves, contract advances, deferred revenue and other deferred items...

  • Page 32
    ... for Occidental's interest in the Milne Point oil field in Alaska, together with additional cash consideration. The gain on this transaction was not significant. OXYMAR PURCHASE On November 29, 2000, an OxyChem subsidiary purchased a 28.6 percent interest in OxyMar, a Texas general partnership that...

  • Page 33
    ... per day of net oil production to Occidental's growing California operations. ALTURA ACQUISITION On April 19, 2000, Occidental completed its acquisition of all of the common interest in Altura, the largest oil producer in Texas. Occidental, through its subsidiaries, paid approximately $1.2 billion...

  • Page 34
    ... interest in the Elk Hills field for approximately $3.5 billion. ASSET SALES PROGRAM In 1998, Occidental completed a number of international and domestic asset sales as part of an asset redeployment program. Net proceeds from all major nonstrategic oil and gas asset sales were $1.1 billion, and...

  • Page 35
    .... SALE OF MIDCON Occidental completed the sale of all of the issued and outstanding shares of common stock and a related note of MidCon, its natural gas transmission and marketing business, to KN Energy, Inc. ("KN Energy"), on January 31, 1998 for a cash payment of $2.1 billion. The estimated net...

  • Page 36
    ... rate locks that are required to be settled on or prior to December 31, 2002. These financial instruments relate to debt raised by a third party to construct a co-generation plant that will be subject to a long-term operating lease to an OxyChem affiliate. As the lease payments will be directly...

  • Page 37
    ..., related to current operations, are factored into the overall business planning process. These expenditures are mainly considered an integral part of production in manufacturing quality products responsive to market demand. ENVIRONMENTAL REMEDIATION The laws which require or address environmental...

  • Page 38
    ..., GSH was given full management authority over all remediation sites and reports directly to Occidental's corporate management. FOREIGN INVESTMENTS Portions of Occidental's assets outside North America are exposed to political and economic risks. Occidental conducts its financial affairs so as to

  • Page 39
    ...cost of sales on Occidental's Statements of Operations totaled $245 million in 2000, $210 million in 1999 and $209 million in 1998. SFAS NO. 140 In the fourth quarter of 2000, Occidental adopted the disclosure provisions of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and...

  • Page 40
    ... of the financial data reported by Occidental and its subsidiaries. Fulfilling this responsibility requires the preparation and presentation of consolidated financial statements in accordance with generally accepted accounting principles. Management uses internal accounting controls, corporate-wide...

  • Page 41
    ... set forth therein in relation to the basic financial statements taken as a whole. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Los Angeles, California February 7, 2001 31 CONSOLIDATED STATEMENTS OF OPERATIONS In millions, except per-share amounts For the years ended December 31 REVENUES Net sales...

  • Page 42
    ...25 in 2000 and $24 in 1999 Receivables from joint ventures, partnerships and other Inventories Prepaid expenses and other TOTAL CURRENT ASSETS LONG-TERM RECEIVABLES, NET EQUITY INVESTMENTS 1,327 --------PROPERTY, PLANT AND EQUIPMENT, AT COST Oil and gas segment Chemical segment Corporate and other...

  • Page 43
    ...CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY In millions Occidental Petroleum Corporation and Subsidiaries Accumulated Other Comprehensive Income 11) -(18 29) -(22 51) -1 50) ========== BALANCE, DECEMBER 31, 1997 Net income Other comprehensive income, net of tax Dividends on common stock...

  • Page 44
    ...in prepaid expenses and other assets Increase(decrease) in accounts payable and accrued liabilities (Decrease)increase in current domestic and foreign income taxes Other operating, net Occidental Petroleum Corporation and Subsidiaries 2000 ========= 1999 ========= 1998 ========= $ 1,569 901 7 413...

  • Page 45
    ... countries. Occidental's OxyChem subsidiary has interests in basic chemicals (principally chlorine and caustic soda), vinyls, petrochemicals and specialty products. RISKS AND UNCERTAINTIES The process of preparing consolidated financial statements in conformity with generally accepted accounting...

  • Page 46
    ...limited recourse. Under this program, Occidental serves as the collection agent with respect to the receivables sold. An interest in new receivables is sold as collections are made from customers. As of December 31, 2000 and 1999, Occidental had received net cash proceeds totaling $360 million. Fees...

  • Page 47
    ... currency exchange rates. Emerging Issues Task Force ("EITF") Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities, was implemented in the first quarter of 1999. Oil and gas trading contracts are measured at fair value on the balance sheet date. Gains...

  • Page 48
    ... equity production or purchases, are deferred until recognized as an adjustment to sales revenue or purchase costs when the related transaction being hedged is finalized. FORWARD EXCHANGE AND INTEREST RATE CONTRACTS Occidental is engaged in both oil and gas and chemical activities internationally...

  • Page 49
    ...Occidental was a party to a series of forward rate locks that are required to be settled on or prior to December 31, 2002. These financial instruments relate to debt raised by a third party to construct a co-generation plant that will be subject to a long-term operating lease to an OxyChem affiliate...

  • Page 50
    ... and compounding businesses and assets to Sumitomo Bakelite Co., Ltd. The net after-tax proceeds of approximately $120 million from the sale will be applied to Occidental's debt reduction program. Manufacturing facilities included in the sale are located in Niagara Falls, New York; Kenton, Ohio...

  • Page 51
    ... operational benefits. Occidental received producing properties and exploration acreage in its expanding California asset base, as well as producing properties in the western Gulf of Mexico near existing operations in exchange for oil and gas production and reserves in east Texas. Occidental also...

  • Page 52
    ... reflect anticipated future production enhancements in the Elk Hills field and operational cost improvements expected to be realized. In 1998, Occidental completed a number of international and domestic asset sales as part of an asset redeployment program. The sale of major nonstrategic oil and gas...

  • Page 53
    ... Risk Management Activities, which establishes accounting and reporting standards for certain energy trading contracts. EITF Issue No. 98-10 requires that energy trading contracts must be marked-to-market with gains and losses included in earnings and separately disclosed in the financial statements...

  • Page 54
    ...discount, net Current maturities TOTAL LONG-TERM DEBT Occidental Permian Ltd. non-recourse term loan due 2005 (7.66% weighted average interest rate at December 31, 2000) TOTAL LONG-TERM DEBT AND NON-RECOURSE DEBT 44 At December 31, 2000, Occidental had available lines of committed bank credit of...

  • Page 55
    ..., which include leases for manufacturing facilities, office space, railcars and tanks, frequently include renewal and/or purchase options and require Occidental to pay for utilities, taxes, insurance and maintenance expense. At December 31, 2000, future net minimum lease payments for capital...

  • Page 56
    ... of the lease-term, Occidental would be obligated to pay any deficiency between the fair value of the assets and the guaranteed residual; however, Occidental does not expect to make payments under this provision. Included in the 2000 and 1999 property, plant and equipment accounts were $62 million...

  • Page 57
    .... It is impossible at this time to determine the ultimate liabilities that Occidental and its subsidiaries may incur resulting from the foregoing lawsuits, claims and proceedings, audits, commitments, contingencies and related matters. Several of these matters may involve substantial amounts, and if...

  • Page 58
    ... temporary differences and carryforwards Property, plant and equipment differences Equity investments including partnerships Environmental reserves Postretirement benefit accruals State income taxes Tax credit carryforwards All other 2000 DEFERRED DEFERRED TAX TAX ASSETS LIABILITIES 188 -145 184...

  • Page 59
    ...176 369,984 NONREDEEMABLE PREFERRED STOCK Occidental has authorized 50,000,000 shares of preferred stock with a par value of $1.00 per share. In February 1994, Occidental issued 11,388,340 shares of $3.00 cumulative CXY-indexed convertible preferred stock in a public offering for net proceeds of...

  • Page 60
    ... in 1995 at a weighted-average grant-date value of $20.875 per share. PERFORMANCE STOCK AWARDS AND OPTIONS Performance stock awards have been made to various executive officers pursuant to the 1995 Incentive Stock Plan. The number of shares of common stock to be received, under these awards, by...

  • Page 61
    ... a weighted-average grant-date value of $21.375 per share. In 2000, 101,630 shares were issued in respect of the target shares granted in 1996. In 1997, 4,655,000 Performance Stock Options were granted to certain executive officers at an exercise price of $25.375. Under the terms of these grants, as...

  • Page 62
    ... Trust Preferred Securities of a Subsidiary Trust Holding Solely Subordinated Notes of Occidental in the accompanying consolidated financial statements. Distributions on the Trust Preferred Securities are reported under the caption minority interest in the statement of operations. Total net proceeds...

  • Page 63
    ... million in 2000 and credits of less than $1 million in 1999 and 1998, to reflect the net-of-tax difference between the additional liability required under pension accounting provisions and the corresponding intangible asset. Occidental's defined benefit pension and postretirement benefit plans are...

  • Page 64
    ... fair value of plan assets for Occidental's defined benefit pension plans (in millions): CHANGES IN PLAN ASSETS: Fair value of plan assets -- beginning of year Actual return on plan assets Foreign currency exchange rate changes Employer contribution Benefits paid Businesses acquired Divestitures...

  • Page 65
    ... Postretirement Benefits 2000 1999 383) -9 (20 394 394 394 372) -10 (35 397 397 397) ========= 54 NOTE 15 INVESTMENTS AND TRANSACTIONS WITH AFFILIATES Investments in entities, other than oil and gas exploration and production companies, in which Occidental has a voting stock interest...

  • Page 66
    ...each requires and is responsible for executing a unique business strategy. The oil and gas segment explores for, develops, produces and markets crude oil and natural gas domestically and internationally. The chemical segment manufactures and markets, domestically and internationally, basic chemicals...

  • Page 67
    ... year sale of a Dutch North Sea subsidiary, a net pre-tax charge of $53 million for the write-down of various oil and gas assets and investments and an after-tax loss of $14 million related to the sale of an office building. Includes a pre-tax charge of $120 million resulting from the decision to...

  • Page 68
    ... of the discontinued operations reserve. GEOGRAPHIC AREAS In millions For the years ended December 31 United States Qatar Yemen Colombia Canada Russia Ecuador Oman Other Foreign Total Net sales (a 2000 1999 1998 11,101 747 435 392 189 180 148 116 266 ---------$ 13,574 5,958 507 254...

  • Page 69
    ... applicable to synthetic fuels. Includes amounts in Latin America and Canada. 58 Costs incurred relating to oil and gas producing activities, whether capitalized or expensed, were as follows (in millions): DECEMBER 31, 2000 Acquisition of properties Proved Unproved Exploration costs Development...

  • Page 70
    ... operation is located. Includes amounts in Latin America and Canada. 60 RESULTS PER UNIT OF PRODUCTION (Unaudited) FOR THE YEAR ENDED DECEMBER 31, 2000 Revenues from net production Oil ($/bbl.) Natural gas ($/Mcf) Barrel of oil equivalent ($/bbl.)(b,c) Production costs Exploration expenses Other...

  • Page 71
    ...Revenues from net production exclude royalty payments and other adjustments. 61 2000 QUARTERLY FINANCIAL DATA (Unaudited) In millions, except per-share amounts Three months ended Segment net sales Oil and gas Chemical Net sales MARCH 31 JUNE 30 Occidental Petroleum Corporation and Subsidiaries...

  • Page 72
    ...the abandonment of a foreign investment. 62 1999 QUARTERLY FINANCIAL DATA (Unaudited) In millions, except per-share amounts Three months ended Segment net sales Oil and gas Chemical Net sales March 31 June 30 Occidental Petroleum Corporation and Subsidiaries September 30 December 31 $ 752...

  • Page 73
    ...oil and gas offices in Bakersfield, California. Includes net after-tax gains of $488 million for a favorable litigation settlement, and charges of $29 million (after-tax benefits) related to the sale of Occidental's Peru producing assets, and pre-tax charges of $34 million for claims and settlements...

  • Page 74
    ...to be produced. Future cash flows were computed by applying year-end prices to Occidental's share of estimated annual future production from proved oil and gas reserves, net of royalties. Future development and production costs were computed by applying year-end costs to be incurred in producing and...

  • Page 75
    ... December 31, 2000, Occidental's approximate average sales prices and average production costs of oil and gas. Production costs are the costs incurred in lifting the oil and gas to the surface and include gathering, treating, primary processing, field storage, property taxes and insurance on proved...

  • Page 76
    ... 31, 2000, Occidental's net productive and dry-exploratory and development wells drilled. NET PRODUCTIVE AND DRY -- EXPLORATORY AND DEVELOPMENT WELLS DRILLED For the years ended December 31 2000 Oil -- Exploratory Development Gas -- Exploratory Development Dry -- Exploratory Development 1999 Oil...

  • Page 77
    ... and waterflood projects in the United States, 4 in Latin America, 17 in the Middle East and 2 in Russia. 67 The following table sets forth, as of December 31, 2000, Occidental's holdings of developed and undeveloped oil and gas acreage. OIL AND GAS ACREAGE Thousands of acres at December 31...

  • Page 78
    ... CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT There is hereby incorporated by reference the information regarding Occidental's directors appearing under the caption "Election...

  • Page 79
    ... Reference is made to the Index to Financial Statements and Related Information under Item 8 in Part II hereof, where these documents are listed. (a) (3). EXHIBITS 3.(i)* Restated Certificate of Incorporation of Occidental, dated November 12, 1999 (filed as Exhibit 3.(i) to the Annual Report on Form...

  • Page 80
    ...B to the Proxy Statement of Occidental for its May 21, 1987, Annual Meeting of Stockholders, File No. 1-9210). Occidental Petroleum Corporation Split Dollar Life Insurance Program and Related Documents (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period...

  • Page 81
    ... Statement on Form S-8 of Occidental, File No. 33-64719 and incorporated by reference as Exhibit 10.39 to the Annual Report on Form 10-K of Occidental for the fiscal year ended December 31, 1997, File No. 1-9210). Form of Nonqualified Stock Option Agreement under Occidental Petroleum Corporation...

  • Page 82
    ... Option Agreement under the 1995 Incentive Stock Plan of Occidental Petroleum Corporation (filed as Exhibit 10.43 to the Annual Report on Form 10-K of Occidental for the fiscal year ended December 31, 1999, File No. 1-9210). Incorporated herein by reference 72 10.37* 10.38* 10.39* 10.40* 10...

  • Page 83
    ... P. DJEREJIAN Edward P. Djerejian TITLE ----Chairman of the Board of Directors and Chief Executive Officer Executive Vice President Corporate Development and Chief Financial Officer Vice President and Controller (Chief Accounting Officer) Director DATE ---March 8, 2001 March 8, 2001 March 8, 2001...

  • Page 84
    ... Chazen. Amendment, dated November 17, 2000, to Employment Agreement, dated April 3, 1998, between Occidental and Donald P. de Brier. Statement regarding computation of total enterprise ratios of earnings to fixed charges for the five years ended December 31, 2000. List of subsidiaries of Occidental...

  • Page 85
    EXHIBIT 4.1 CONFORMED COPY OCCIDENTAL PETROLEUM CORPORATION FIVE-YEAR CREDIT AGREEMENT Dated as of January 4, 2001 $1,000,000,000 CHASE SECURITIES INC. BANC OF AMERICA SECURITIES, LLC as Co-Lead Arrangers, THE CHASE MANHATTAN BANK, as Syndication Agent, BANK OF AMERICA, N.A. ABN AMRO ...

  • Page 86
    ...-Term Borrowings...Consolidated Subsidiary...Dollars and "$"...Domestic Loans and Domestic Loan...Effective Date...Eligible Assignee...Employee Benefit Plan...ERISA...Eurodollar Loan...Eurodollar Rate...Event of Default...Excepted Subsidiary...Existing Credit Agreement...Facility Fee...Fixed Rate...

  • Page 87
    ... Notes and Revolving Credit Note...Secured Debt...Short-Term Borrowing...Specified Subsidiary...S&P...Statutory Reserves...Subsidiary...Syndication Agent...Tangible Net Worth...Taxes...Term Federal Funds Loan...Term Federal Funds Rate...Total Commitment...Transferee...Unmatured Event of Default...

  • Page 88
    ... to the Company or Its Subsidiaries...Regulatory Approvals with Respect to This Agreement...ERISA...Investment Company Act...Public Utility Holding Company Act...Regulation U; Regulation X...Company's Tax Returns and Tax Liability...Environmental and Public and Employee Health and Safety Matters...

  • Page 89
    ... Certificates as to Status of Principal Subsidiaries...(viii) Notice of Default...(ix) Other Information...Taxes...Preservation of Corporate Existence, etc...Inspections; Discussions...Books and Records...Maintenance of Properties...Maintenance of Insurance...Consolidated Adjusted Tangible Net Worth...

  • Page 90
    ...Competitive Bid Request Form of Competitive Bid Form of Revolving Credit Borrowing Request Form of Section 7.01(c) Certificate Form of Assignment and Acceptance Form of Opinion of Robert E. Sawyer, Esq., Counsel to the Company Form of Opinion of Cravath, Swaine & Moore, Special Counsel to the Agents...

  • Page 91
    ... LYONNAIS NEW YORK BRANCH, CREDIT SUISSE FIRST BOSTON, MIZUHO FINANCIAL GROUP, NATIONAL WESTMINSTER BANK PLC, NEW YORK BRANCH AND NASSAU BRANCH, AND SOCIETE GENERALE, as managing agents (hereinafter, in such capacity, the "MANAGING AGENTS"). W I T N E S S E T H WHEREAS the Company has requested the...

  • Page 92
    ...Administrative Agent by three New York City negotiable certificate of deposit dealers of recognized standing for the sale of secondary market Dollar certificates of deposit with remaining maturities of approximately three months issued by the United States offices of major United States money center...

  • Page 93
    ... giving rise to such inability no longer exist. "ALTERNATE BASE RATE LOAN" means any Loan with respect to which the Interest Rate is based on the Alternate Base Rate. "APPLICABLE FACILITY FEE PERCENTAGE" means, on any date, the applicable percentage set forth below based upon the ratings applicable...

  • Page 94
    ... from such rating agency. "APPLICABLE MARGIN" means, on any date, with respect to any Eurodollar Loan, Certificate of Deposit Loan, Term Federal Funds Loan or Alternate Base Rate Loan, as the case may be, the applicable spread set forth below based upon the ratings applicable on such date to Index...

  • Page 95
    ...Reserve Board applicable to U.S. bank holding companies; PROVIDED, HOWEVER, that in the case of (i) and (ii), such capital securities are accounted for on the financial statements of the Company as a minority interest, Company-Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary...

  • Page 96
    ...,000 of one percent) of the prevailing rates per annum bid at or about 10:00 a.m., New York City time, to the Reference Banks on the first Business Day of the Interest Period applicable to such Certificate of Deposit Loan by three New York City negotiable certificate of deposit dealers of recognized...

  • Page 97
    ... one year from the date of such determination, (ii) Consolidated Short-Term Borrowings and (iii) obligations reflected for financial reporting purposes as deferred credits for revenue from sales of future production of the Company and its Specified Subsidiaries; PROVIDED, HOWEVER, that Consolidated...

  • Page 98
    ... Credit Borrowing). [NYCorp;1203895.1] 10 "EVENT OF DEFAULT" has the meaning assigned to that term in Section 8.01 hereof. "EXCEPTED SUBSIDIARY" means (a) each of Occidental Receivables, Inc., a California corporation, OXY Receivables Corporation, a Delaware corporation, and Occidental Petrochem...

  • Page 99
    ... combined with deferred credits for financial reporting purposes or minority interests in Subsidiaries of such Person) which in accordance with generally accepted accounting principles applied in the preparation of the financial statements of the Company and its Consolidated Subsidiaries would be...

  • Page 100
    ... value for such property or assets recorded on the books of such entity or the net investment in or advances to such entity as recorded on the books of such Person, in each case determined in accordance with generally accepted accounting principles. "INDEMNIFIED LIABILITIES" has the meaning assigned...

  • Page 101
    ...MOODY'S" means Moody's Investors Service, Inc. or any successor thereto. "MULTIEMPLOYER PLAN" has the meaning assigned to the term "multiemployer plan" in Section 3(37) of ERISA. [NYCorp;1203895.1] 14 "NOTE" means a Competitive Note or a Revolving Credit Note executed and delivered by the Company as...

  • Page 102
    ... Holding Corporation, a California corporation, Occidental International Exploration and Production Company, a California corporation, Occidental Oil and Gas Holding Corporation, a California corporation, Occidental Petroleum Investment Co., a California corporation, Oxy CH Corporation, a California...

  • Page 103
    ...01(b) hereof substantially in the form of Exhibit E hereto. "REVOLVING CREDIT COMMITMENT" means, when used with reference to any Bank at the time any determination thereof is to be made, the amount of such Bank's commitment hereunder to extend credit to the Company as set forth in [NYCorp;1203895.1]

  • Page 104
    ... reflected for financial reporting purposes as deferred credits for revenue from sales of future production secured by a Lien on any property of the Company or any Specified Subsidiary. For the purpose of computing Secured Debt, the portion of any secured obligation which exceeds the book value (as...

  • Page 105
    ...(i) the par or stated value of all redeemable preferred stock, (ii) that portion of the book value of all assets which would be treated as intangibles under generally accepted accounting principles, including without limitation, all such items as goodwill, trademarks, trade names, brands, copyrights...

  • Page 106
    ..., including, without limitation, applicable statements, bulletins and interpretations issued by the Financial Accounting Standards Board and bulletins, opinions, interpretations and statements issued by the American Institute of Certified Public Accountants or its committees. In the event that an...

  • Page 107
    ... Credit Commitment of such Bank. (b) To request Competitive Bids, the Company shall give the Administrative Agent (by telephone (confirmed in writing no later than 5:00 p.m., New York City time, on the same day) or telecopier) a duly completed Competitive Bid Request substantially in the form...

  • Page 108
    ... Company responsive to the Competitive Bid Request. Each Competitive Bid by a Competitive Bid Bank must be in the form of Exhibit D hereto and must be received by the Administrative Agent by telecopier, (i) in the case of Eurodollar Loans, not later than 2:00 p.m., New York City time, four Business...

  • Page 109
    ...in the case of Fixed Rate Loans, not later than 10:30 a.m., New York City time, on the Borrowing Date of the proposed Competitive Borrowing; PROVIDED, HOWEVER, that (v) the failure by the Company to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in Section...

  • Page 110
    ... of each Competitive Borrowing and Revolving Credit Borrowing on the proposed Borrowing Date thereof by paying the amount required to the Administrative Agent in New York, New York, in Dollars, in immediately available funds not later than 11:00 a.m. (or 12:00 noon in the case of Fixed Rate Loans or...

  • Page 111
    ... case of the Company, the applicable Interest Rate in respect of such Loan. SECTION 2.06. NOTES. The Competitive Loans made by each Competitive Bid Bank shall be evidenced by a single Competitive Note duly executed on behalf of the Company, dated the date of this Agreement, in substantially the form...

  • Page 112
    ...any Bank to comply with any certification, information, documentation, or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Bank (except...

  • Page 113
    ... Adequacy Change, the Company shall not be required to pay any amount or amounts under this Agreement with respect to any such increase in capital. Thus, for example, a Bank which is "adequately capitalized" (as such term or any similar term is used by any applicable bank regulatory agency having...

  • Page 114
    ...such claim relates to Loans outstanding during the Interest Period most recently ended and the Company has requested Eurodollar Loans pursuant to such a notice of Borrowing), the Company may, not later than 12:00 noon, New York City time, on the day which is three (3) Business Days prior to the date...

  • Page 115
    ... 2.07 or Section 4.02 hereof. (iv) (A) The Company may designate one or more Replacement Lenders mutually acceptable to the Company and the Administrative Agent (whose consent shall not be unreasonably withheld) to assume the Revolving Credit Commitment and the obligations of any such Affected Bank...

  • Page 116
    ... relates; and (B) a percentage equal to (x) the result obtained by dividing the Eurodollar Rate applicable to such Eurodollar Loan by the number one minus the maximum rate (expressed as a decimal) at which such reserve requirements are imposed by the Board on such date, minus (y) the Eurodollar Rate...

  • Page 117
    ... given notice that it is entitled to claim compensation pursuant to paragraph (f) of this Section 2.09, the Company may exercise any one or more of the options set forth in Section 2.09(e) hereof. (h) In the event that the Company shall take any of the actions contemplated by Section 2.09(e)(ii) or...

  • Page 118
    ...following due date of any payment by the Company hereunder (or at any other time as required under United States income tax law), a properly completed and executed copy of either Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W-9 and any...

  • Page 119
    ....02 and Section 10.07 hereof). (ii) (A) The Company may designate one or more Replacement Lenders mutually acceptable to the Company and the Administrative Agent (whose consent shall not be unreasonably withheld) to assume the Revolving Credit Commitment and the obligations of any such Affected Bank...

  • Page 120
    ...(iii) If any such claim for compensation relates to Loans then being requested by the Company pursuant to a notice of Borrowing as provided in Article II hereof, the Company may, not later than 12:00 noon, New York City time, on the day which is three (3) Business Days prior to the date on which the...

  • Page 121
    ... of the Company, shall be used to prepay the Loan(s) of such Affected Bank, together with all interest accrued thereon and all other amounts owing to such Affected Bank hereunder (excluding, in the case of an event referred to in clause (a) of Section 2.14, any amounts payable pursuant to Section...

  • Page 122
    ...year of 360 days) equal to the fixed rate of interest offered by the Competitive Bid Bank making such Loan and accepted by the Company pursuant to Section 2.02 hereof. Interest on each Fixed Rate Loan shall be payable on each Interest Payment Date applicable thereto. (e) Subject to the provisions of...

  • Page 123
    ..., and (ii) the applicable Interest Rate set forth in clause (x) or (y) above, as the case may be. SECTION 3.03. INABILITY TO DETERMINE CERTIFICATE OF DEPOSIT RATE, TERM FEDERAL FUNDS RATE OR EURODOLLAR RATE. (a) In the event, and on each occasion, that the Company has accepted a Competitive Bid with...

  • Page 124
    ...or affecting the position of any Reference Bank in such market, adequate and fair means do not exist for ascertaining the Interest Rate applicable to such Loan during such Interest Period, then, and in any such event, the Competitive Bid Request submitted by the Company with respect to such Loan and...

  • Page 125
    ... the request in writing of the Company or any Bank, deliver to the Company or such Bank a statement showing the computations used by the Administrative Agent in determining any Interest Rate in respect of the Loans payable by the Company. ARTICLE IV REDUCTION OR TERMINATION OF THE REVOLVING CREDIT...

  • Page 126
    ...case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. SECTION 4.02. PREPAYMENTS. (a) The Company may from time to time, upon at least (i) two (2) Business Days' prior notice (in the event...

  • Page 127
    ... of its Revolving Credit Commitment to make Eurodollar Loans or its Eurodollar Loans have become unlawful under any applicable law, governmental rule, requirement, regulation, guideline or order, then, and in any such event, such Affected Bank shall as soon as practicable give notice (by telephone...

  • Page 128
    ... 2.07 or Section 4.02 hereof, respectively. (iv) (A) The Company may designate one or more Replacement Lenders mutually acceptable to the Company and the Administrative Agent (whose consent shall not be unreasonably withheld) to assume the Revolving Credit Commitment and the obligations of each such...

  • Page 129
    ... executed and delivered by the Company pursuant to or in connection with this Agreement. (b) DOMESTIC SPECIFIED SUBSIDIARIES; ORGANIZATION; CORPORATE POWER. As of the Effective Date, each domestic Specified Subsidiary is a corporation or other entity (as the case may be) duly incorporated or formed...

  • Page 130
    ... financial condition, business or operations, except as set forth in the Company's annual report on Form 10-K for the year ended December 31, 1999, its quarterly reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000, or its current report on Form 8-K dated...

  • Page 131
    ...of the Investment Company Act of 1940, as amended. (j) PUBLIC UTILITY HOLDING COMPANY ACT. The Company is not a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the...

  • Page 132
    ... Banks prior to the Effective Date. As of the Effective Date, the Company is aware of no events, conditions or circumstances involving environmental pollution or contamination or public or employee health or safety, in each case applicable to it or its Subsidiaries, that would be reasonably likely...

  • Page 133
    ...1203895.1] 55 generally accepted auditing standards relating to reporting and shall be based upon an audit by such accountants of the relevant accounts (it being understood that the delivery of the Company's Form 10-K setting forth such statements for such year shall satisfy the requirements of this...

  • Page 134
    ... of the Company as an Excepted Subsidiary or the withdrawal of such designation, or, at the option of the Company, together with the next delivery of any financial statements to the Banks pursuant to Section 6.01(a)(i) or Section 6.01(a)(ii) hereof, an Officers' Certificate setting forth in...

  • Page 135
    ...books all such proper reserves as shall be required by generally accepted accounting principles. (f) MAINTENANCE OF PROPERTIES. Cause all properties used or useful in the conduct of its business or the business of a Specified Subsidiary to be maintained and kept in good condition, repair and working...

  • Page 136
    ... risk of termination of any Plan maintained by the Company or a Related Person to the Company has occurred (whether or not the requirement for notice of such Reportable Event has been waived by the PBGC), deliver to the Syndication Agent and each Bank a certificate of a responsible officer of...

  • Page 137
    ... Company to pay, when due, all contributions required to meet the minimum funding standards set forth in Sections 302 through 308 of ERISA with respect to each Plan maintained by the Company or a Related Person to the Company. (l) USE OF PROCEEDS. Use the proceeds of the Loans for general corporate...

  • Page 138
    ... as to the Company: (i) The Syndication Agent shall have received (with a photocopy for each Bank) a copy of the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto (but not the certificates of designation of preferences of preferred stock), certified by the...

  • Page 139
    ..., Esq., Associate General Counsel of the Company and counsel to the Company, dated the Effective Date and given upon the express instructions of the Company, in the form of Exhibit H hereto, with such changes (if any) therein as shall be acceptable to the Syndication Agent and special counsel to the...

  • Page 140
    ... occurred or would not be continuing if the calculations pursuant to the aforesaid Sections were made without giving effect to changes in generally accepted accounting principles which require implementation after the Effective Date); or (d) the Company shall default in any material respect in the...

  • Page 141
    ... for the benefit of creditors, or shall consent to, or acquiesce in the appointment of, a receiver, trustee, custodian or liquidator for itself or a substantial portion of its property, assets or business, or (ii) corporate action shall be taken by the Company or any Specified Subsidiary for the...

  • Page 142
    ... or (z) any Reportable Event which presents a material risk of termination with respect to such Plan shall occur; then, and in any such event (x) if such event relates to the Company and is described in clause (e) or clause (f) of this Section 8.01, (i) the Revolving Credit Commitments shall...

  • Page 143
    ... or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by any such Agent. Each such Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written...

  • Page 144
    ...Agent and their affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Company as though such Agent or Managing Agent were not an Agent or Managing Agent hereunder. With respect to its Loans made or renewed by it and any Note issued to it, each Agent...

  • Page 145
    ... of the Company (which shall not be unreasonably withheld) in the event that there then does not exist an Event of Default or Unmatured Event of Default), shall as promptly as practicable appoint a successor Syndication Agent or Administrative Agent, as the case may be. ARTICLE X MISCELLANEOUS...

  • Page 146
    ... permitted by applicable law, to use their best efforts promptly to notify the Company in writing of each order, subpoena or other legal process providing for the disclosure and/or production of Confidential Information and shall, to the extent permitted by applicable law, use their best efforts...

  • Page 147
    ... Confidential Information that was known to such Bank or any of its affiliates prior to the time it received such Confidential Information from the Company or its Subsidiaries pursuant to this Agreement, other than as a result of the disclosure thereof by a Person who, to the knowledge or reasonable...

  • Page 148
    ... with the execution and delivery of this Agreement, and the Company shall pay all such transaction taxes payable or determined to be payable in connection with the issuance of the Notes or the making of any Loan by any Bank, and the Company agrees to save and hold each Agent, each Managing Agent and...

  • Page 149
    ...such sale shall be made in the ordinary course of such Bank's commercial banking business and in compliance with all applicable laws. (c) Any Bank may assign, with the prior written consent of the Company and the Administrative Agent (which consent shall not unreasonably be withheld) and after using...

  • Page 150
    ...to any request made, waiver or consent given or other action taken hereunder prior to the effective date of the Assignment and Acceptance related to such assignment, and, until the effective date of such Assignment and Acceptance, the Syndication Agent, the Administrative Agent and the Company shall...

  • Page 151
    ... by the Company of any such interest during such year (or at any other time as required under United States income tax law), a properly completed and executed copy of either Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W-9 and any...

  • Page 152
    ... other than that as agent for the Banks hereunder. Each Indemnitee will use its best efforts to promptly notify the Company of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 10.07. If any action, suit or proceeding arising...

  • Page 153
    ..., and in any such event, such Affected Bank, Bank or Participant, as the case may be, shall promptly consult with the Administrative Agent and the Company in order to endeavor, and such Affected Bank, Bank or Participant, as the case may be, shall use its best efforts, to take such action as, in the...

  • Page 154
    ... with the Administrative Agent and the Company in order to endeavor, and such Bank or Participant shall use its best efforts, to take such action as, in the good faith judgment of such Bank or Participant, is then reasonable and practicable under the circumstances to give the benefit of such amounts...

  • Page 155
    ...decrease the amount of its Revolving Credit Commitment as set forth opposite its name on Schedule I hereto by delivering an Addendum, appropriately completed and duly executed, to the Company. Upon acceptance of such Addendum by the Company, such bank shall become a party to this Agreement as a Bank...

  • Page 156
    OCCIDENTAL PETROLEUM CORPORATION, By /s/ Michael P. Miller -------------------------------------------Name: Michael P. Miller Title: Senior Assistant Treasurer THE CHASE MANHATTAN BANK, in its individual capacity and as Syndication Agent, By /s/ Robert C. Mertensotto ...

  • Page 157
    ... By /s/ Jeanie Harman Name: Jeanie Harman Title: First Vice President [NYCorp;1203895.1] 87 THE BANK OF NEW YORK, in its individual capacity and as a Managing Agent, By /s/ Raymond J. Palmer Name: Raymond J. Palmer Title: Vice President [NYCorp;1203895.1] 88 BAYERISCHE LANDESBANK GIROZENTRALE...

  • Page 158
    ... Steven F. Larsen Title: SVP [NYCorp;1203895.1] 92 CREDIT LYONNAIS NEW YORK BRANCH, in its individual capacity and as a Managing Agent, By /s/ Philippe Soustra Name: Philippe Soustra Title: Senior Vice President [NYCorp;1203895.1] 93 CREDIT SUISSE FIRST BOSTON, in its individual capacity and as...

  • Page 159
    ...INDUSTRIAL BANK OF JAPAN, LIMITED, in its individual capacity and as a Managing Agent, By /s/ Carl-Eric Benzinger Name: Carl-Eric Benzinger Title: Senior Vice President & Senior Deputy General Manager [NYCorp;1203895.1] 95 NATIONAL WESTMINSTER BANK PLC, NEW YORK BRANCH, in its individual capacity...

  • Page 160
    ...Mark W. Rogers Name: Mark W. Rogers Title: Vice President [NYCorp;1203895.1] 99 RIYAD BANK, HOUSTON AGENCY, By /s/ Paul N. Travis Name: Paul N. Travis Title: Vice President & Head of Marketing By /s/ Richard P. Zimpfer, II Name: Richard P. Zimpfer, II Title: Vice President & Controller [NYCorp...

  • Page 161
    By /s/ Thomas C. Woodruff -------------------------------------------Name: Thomas C. Woodruff (# 97969) Title: Vice President [NYCorp;1203895.1] 102 BBL INTERNATIONAL (U.K.) LIMITED, By /s/ C.F. Wright -------------------------------------------Name: C.F. Wright Title: Authorised Signatory By /s/ ...

  • Page 162
    ... Title: Director Banking Products Services, US [NYCorp;1203895.1] 108 UNION BANK OF CALIFORNIA, N.A., By /s/ Dustin Gaspari Name: Dustin Gaspari Title: Vice President [NYCorp;1203895.1] 109 THE SANWA BANK LIMITED, By /s/ Toshiko Boyd Name: Toshiko Boyd Title: Vice President [NYCorp;1203895...

  • Page 163
    ....1] 112 THE SUMITOMO BANK, LIMITED, By /s/ Al Galluzzo Name: Al Galluzzo Title: Senior Vice President [NYCorp;1203895.1] 113 SCHEDULE I TO FIVE-YEAR CREDIT AGREEMENT AMOUNT OF COMMITMENTS NAME OF BANK -----------THE CHASE MANHATTAN BANK ABN AMRO BANK N.V. BANK OF AMERICA, N.A. THE BANK OF NOVA...

  • Page 164
    ... ISLANDS BRANCH BNP PARIBAS CITICORP USA, INC. COMMERZBANK AG, NEW YORK BRANCH CREDIT LYONNAIS NEW YORK BRANCH CREDIT SUISSE FIRST BOSTON NATIONAL WESTMINSTER BANK PLC, NEW YORK BRANCH SOCIETE GENERALE FLEET NATIONAL BANK THE INDUSTRIAL BANK OF JAPAN, LIMITED MELLON BANK, N.A. $ $ $ 40,000,000...

  • Page 165
    ...CREDIT AGREEMENT ADDRESSES, TELECOPIER AND TELEPHONE NUMBERS If to OCCIDENTAL PETROLEUM CORPORATION: OCCIDENTAL PETROLEUM CORPORATION 10889 Wilshire Boulevard Los Angeles... With copies to: THE CHASE MANHATTAN BANK 600 Travis Street 20th Floor Houston, TX 77002 Attention: Ms. June Brand Tel. No. (713) ...

  • Page 166
    ...Houston...copy to: THE BANK OF NOVA SCOTIA 580 California Street, Suite 2100 San Francisco, CA 94104 ...415) 397-0791 If to BANK OF AMERICA, N.A.: BANK OF AMERICA, N.A. 333 Clay Street, Suite 4550...to THE BANK OF NEW YORK: THE BANK OF NEW YORK One Wall Street 19th Floor New York, NY 10286 Attention:...

  • Page 167
    ... copy to: CITICORP USA, INC. 1200 Smith Street Suite 2000 Houston, TX 77002 Attention: Mr. Todd Mogil Tel No. (713) 654-3559 Telecopier No. (713) 654-2849 If to COMMERZBANK AG, NEW YORK BRANCH OR GRAND CAYMAN BRANCH: COMMERZBANK AG, NEW YORK BRANCH 2 World Financial Center New York, NY 10281-1050...

  • Page 168
    ...: FLEET NATIONAL BANK 100 Federal Street Mail Stop MA DE 10008A Boston, MA 02110 Attention: Ms. Sarah Dwyer Tel. No. (617) 434-5934 Telecopier No. (617) 434-3652 If to THE INDUSTRIAL BANK OF JAPAN, LIMITED: THE INDUSTRIAL BANK OF JAPAN, LIMITED 350 South Grand Avenue Suite 1500 Los Angeles, CA...

  • Page 169
    ... INTERNATIONAL (U.K.) LIMITED: BBL INTERNATIONAL (U.K.) LIMITED 6 Broadgate London EC2M 2AJ, ENGLAND Attention: Credit Administration Tel. No. 00-44-207-247-1277 Telecopier No. 00-44-207-562-0208 [NYCorp;1203895.1] Sch. II, p.6 If to KBC BANK N.V.: KBC BANK N.V. Los Angeles Representative Office...

  • Page 170
    ...: THE SUMITOMO BANK, LIMITED 277 Park Avenue New York, NY 10172 Attention: Mr. Robert Bocchicchio Tel. No. (212) 224-4061 Telecopier No. (212) 224-5192 [NYCorp;1203895.1] Sch. II, p.8 EXHIBIT A-1 OCCIDENTAL PETROLEUM CORPORATION COMPETITIVE NOTE $1,000,000,000 New York, New York January 4, 2001

  • Page 171
    FOR VALUE RECEIVED, the undersigned, OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (the "COMPANY"), hereby promises to pay to the order of [ ] (the "BANK"), at the office of The Bank of Nova Scotia, at One Liberty Plaza, New York, New York 10006, on (i) the last day of each Interest ...

  • Page 172
    ... A-2 OCCIDENTAL PETROLEUM CORPORATION REVOLVING CREDIT NOTE $[Amount of Bank's Revolving Credit Commitment] New York, New York January 4, 2001 FOR VALUE RECEIVED, the undersigned, OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (the "COMPANY"), hereby promises to pay to the order of...

  • Page 173
    ... and conditions therein specified. THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. OCCIDENTAL PETROLEUM CORPORATION By Name: Title: [NYCorp;1203895.1] Exh. A-2, p.2 SCHEDULE 1 TO...

  • Page 174
    ...Gentlemen: The undersigned, Occidental Petroleum Corporation, a Delaware corporation (the "Company"), refers to the Five-Year Credit Agreement dated as of January 4, 2001, among the Company, the banks parties thereto, The Chase Manhattan Bank, as syndication agent, Bank of America, N.A. and ABN AMRO...

  • Page 175
    ... terms used herein and not defined shall have the meanings assigned to such terms in the Credit Agreement. The Company hereby gives you notice pursuant to Section 2.02(b) of the Credit Agreement that it requests a Competitive Borrowing under the Credit Agreement, and in that connection sets...

  • Page 176
    ...: Reference is made to the Five-Year Credit Agreement dated as of January 4, 2001 (the "Credit Agreement"), among the Occidental Petroleum Corporation, a Delaware corporation (the "Company"), the banks parties thereto, The Chase Manhattan Bank, as syndication agent, Bank of America, N.A. and...

  • Page 177
    ..., [Name of Bank], refers to the Five-Year Credit Agreement dated as of January 4, 2001 (the "Credit Agreement"), among the Occidental Petroleum Corporation, a Delaware corporation (the "Company"), the banks parties thereto, The Chase Manhattan Bank, as syndication agent, Bank of America, N.A. and...

  • Page 178
    ..., Occidental Petroleum Corporation, a Delaware corporation (the "Company"), refers to the Five-Year Credit Agreement dated as of January 4, 2001 (the "Credit Agreement"), among the Company, the banks parties thereto (the "Banks"), The Chase Manhattan Bank, as syndication agent, Bank of America...

  • Page 179
    ...by the [Executive Committee of the] Board of Directors of the Company. 5. The persons named in Annex C attached hereto have been duly elected and have duly qualified as, and at all times since _____, 20____ (to and including the date hereof) have been, officers of the Company, holding the respective...

  • Page 180
    ... Company and the signature above is his genuine signature. WITNESS my hand as of this 4th day of January 2001. Name: Title: Vice President OCCIDENTAL PETROLEUM CORPORATION [NYCorp;1203895.1] Exh. F, p.2 EXHIBIT G ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Five-Year Credit Agreement...

  • Page 181
    ... Acceptance, which by the terms of the Credit Agreement are required to be performed by it as a Bank; [and] (vii) agrees that it will keep confidential all information with respect to the Company furnished to it by the Company or the Assignor (other than information generally available to the public...

  • Page 182
    ...: Accepted this ____ day of THE BANK OF NOVA SCOTIA, as Administrative Agent By _____ Name: Title: [NYCorp;1203895.1] Exh. G, p.4 EXHIBIT H [LETTERHEAD OF ROBERT E. SAWYER, ESQ., COUNSEL TO THE COMPANY] January 4, 2001 To each of the Banks parties to the Credit Agreement hereinafter referred to...

  • Page 183
    ..., as Administrative Agent Re: Occidental Petroleum Corporation Five-Year Credit Agreement dated as of January 4, 2001 Ladies and Gentlemen: I am an Associate General Counsel of Occidental Petroleum Corporation, a Delaware corporation (the "Company"), and have acted as counsel to the Company in...

  • Page 184
    ... New York law, the Credit Agreement and the Notes should be construed in accordance with, and governed by, California law, then the Credit Agreement and the Notes each would be enforceable against the Company in accordance with its terms. 4. Except as set forth in the Company's annual report on Form...

  • Page 185
    ... a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. I am a member of the California and New York Bars and for purposes of this opinion do not hold myself out as an expert on, nor do I express any opinion as to, the laws of...

  • Page 186
    ...Ladies and Gentlemen: We have acted as special counsel for the Agents under and as defined in the Five-Year Credit Agreement dated as of January 4, 2001 (the "Credit Agreement"), among Occidental Petroleum Corporation (the "Company"), the banks parties thereto (the "Banks"), The Chase Manhattan Bank...

  • Page 187
    ... Reference is made to the Five-Year Credit Agreement dated as of January 4, 2001 (the "Credit Agreement"), among Occidental Petroleum Corporation, a Delaware corporation (the "Company"), the banks parties thereto (the "Banks"), The Chase Manhattan Bank, as syndication agent (the "Syndication Agent...

  • Page 188
    ...] By Name: Title: Accepted: OCCIDENTAL PETROLEUM CORPORATION By Name: Title: Date: [_____], 20___ [NYCorp;1203895.1] Exh. J, p.2 EXHIBIT K ADMINISTRATIVE QUESTIONNAIRE OCCIDENTAL PETROLEUM CORPORATION $1,000,000,000 FIVE-YEAR CREDIT AGREEMENT NOTE TO BANKS: PLEASE FORWARD THIS COMPLETED FORM AS...

  • Page 189
    ...-1100 Vice President - Corporate Banking Sonia McKoy - (404) 877-1553 Loan Operations Officer [NYCorp;1203895.1] Exh. K, p.1 Full Legal Name of your Bank Exact name of signing officer Title of signing officer Business address for delivery of execution copies of credit agreement (Please do not use...

  • Page 190
    ... #02600-2532) One Liberty Plaza New York, New York 10006 For Credit A/C #6101-35 The Bank of Nova Scotia San Francisco Agency Reference: Occidental Petroleum Corporation Wire Fed Funds to Attention Reference Publicity: How would you like your bank's name to appear in any tombstone advertisements...

  • Page 191
    ... THE FOLLOWING INFORMATION FOR COMPETITIVE AUCTIONS ONLY ADMINISTRATIVE AGENT: The Bank of Nova Scotia 600 Peachtree St. N.E., Suite 2700 Atlanta, Georgia 30308-2214 TELECOPIER: CONTACTS: PRIMARY CONTACT COMPETITIVE AUCTIONS Bank Name Address Primary Contact Title Department Telephone...

  • Page 192
    -------------------------------------------------------Telephone Number: -------------------------------------------------------Telecopier Number: -------------------------------------------------------[NYCorp;1203895.1] Exh. K, p.5

  • Page 193
    ..., 2000, by and between OCCIDENTAL PETROLEUM CORPORATION, a Delaware Corporation ("COMPANY"), and DR. RAY R. IRANI ("EMPLOYEE"). W I T N E S S E T H WHEREAS, EMPLOYEE, since June 16, 1983, has served as an officer of COMPANY, most recently as COMPANY's Chairman and Chief Executive Officer pursuant...

  • Page 194
    ... under any group life insurance, medical care (including coverage for EMPLOYEE's spouse and children), disability, retirement, personal savings accounts, and other plans or benefits which COMPANY or its subsidiaries may provide for him (collectively, "Employee Benefits"). If EMPLOYEE's employment is...

  • Page 195
    ...provide EMPLOYEE with life insurance at a minimum level equal to two (2) times his rate of highest -6- career annual salary at any time during his employment by COMPANY. To the extent that assignability for estate planning purposes is not already provided for in the underlying plans which relate to...

  • Page 196
    ...upon his salary at the rate applicable immediately prior to such termination for any accrued but unused vacation time. -8- 10. Long-Term Incentives. (a) Restricted Stock. During his employment hereunder, EMPLOYEE shall be entitled to participate in COMPANY's long term incentive compensation program...

  • Page 197
    ... substantially the same executive duties with respect to COMPANY's business as of the Effective Date and EMPLOYEE shall report directly to the board of directors of any entity (or individual) that acquires COMPANY or its assets. 12. Change in Control. COMPANY shall hold EMPLOYEE harmless against and...

  • Page 198
    ...following addresses: If to COMPANY, at 10889 Wilshire Boulevard, Los Angeles, California 90024, Attention: General Counsel, with a copy to the Chairman of the Compensation Committee of the Board at the same address, or to such other address as COMPANY, may from time to time in writing designate, and...

  • Page 199
    ... for officers and directors of COMPANY in force from time to time. COMPANY's obligation -18- pursuant to this Section 13 (k) shall survive the Term of this Agreement. IN WITNESS WHEREOF, the parties have executes this Agreement as of the date first above written. OCCIDENTAL PETROLEUM CORPORATION

  • Page 200
    ... /s/ R. W. HALLOCK Title: Executive Vice President EMPLOYEE: /s/ RAY R. IRANI Dr. Ray R. Irani -19- Dr. Ray R. Irani List of Special Agreements (Exhibit A) o Indemnification Agreement Between EMPLOYEE and COMPANY or any affiliates. o Split-Dollar Life Insurance Agreement, dated October 31, 1994...

  • Page 201
    ... hold. 3. Services and Exclusivity of Services. During the term of this Agreement, EMPLOYEE, except as otherwise expressly provided in this Section 3, shall devote his full business time and energy to the business affairs and interests of COMPANY and its subsidiaries, and shall use his best efforts...

  • Page 202
    ... under any group life insurance, medical care (including coverage for EMPLOYEE's spouse and children), disability, retirement, personal savings accounts, and other plans or benefits which COMPANY or its subsidiaries may provide for him (collectively, "Employee Benefits"). If EMPLOYEE's employment is...

  • Page 203
    ...provide EMPLOYEE with life insurance at a minimum level equal to two (2) times his rate of highest career annual salary at any time during his employment by COMPANY. To the extent that assignability for estate planning -6- purposes is not already provided for in the underlying plans which relate to...

  • Page 204
    ... continuation of such benefits is impermissible under applicable plans; (ii) The life insurance benefits provided in Section 8(b) hereof; and (iii) Full and immediate vesting of restricted stock, stock options and any other then provided long-term incentive benefits; provided, EMPLOYEE shall be able...

  • Page 205
    ...following addresses: If to COMPANY, at 10889 Wilshire Boulevard, Los Angeles, California 90024, Attention: General Counsel, with a copy to the Chairman of the Compensation Committee of the Board at the same address, or to such other address as COMPANY, may from time to time in writing designate, and...

  • Page 206
    ... Agreement or any -15- transaction related hereto. EMPLOYEE and COMPANY acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in...

  • Page 207
    ... officers and directors of COMPANY in force from time to time. COMPANY's obligation pursuant to this Section 13 (k) shall survive the Term of this Agreement. IN WITNESS WHEREOF, the parties have executes this Agreement as of the date first above written. OCCIDENTAL PETROLEUM CORPORATION By: /s/ RAY...

  • Page 208
    ...the 1995 Incentive Stock Plan. Performance Stock Option Agreement Letter for award made July 2, 1997 under the 1995 Incentive Stock Plan. Enrollment Agreement under Senior Executive Deferred Compensation Plan. Elections pursuant to Occidental Petroleum Corporation Deferred Compensation Plan. o o o

  • Page 209
    ... benefit programs and under the same terms and conditions as are generally applicable to salaried employees and senior executives of Employer during the term of this Agreement. These benefits include life insurance in the event of death equivalent to two (2) times base pay while employed. Employee...

  • Page 210
    ...will receive a salary at the annual rate of fifty thousand dollars ($50,000) payable semi-monthly. During both the Compensation Period and the Consultancy Period, any award(s) to Employee pursuant to Employer's 1977 Executive 7ong-Term Incentive Stock Purchase Plan, 1995 Incentive Stock Plan and any...

  • Page 211
    ... 1 and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. OCCIDENTA7 PETRO7EUM CORPORATION By: Title: /s/ RAY R. IRANI Chairman & CEO EMP7OYEE: /s/ STEPHEN I. CHAZEN Stephen I. Chazen 4 ATTACHMENT...

  • Page 212
    Incorporated by Reference into and Made a Part of the Agreement, dated November 1, 2000 (the "Agreement"), between Occidental Petroleum Corporation (the "Employer") and Stephen I. Chazen (the "Employee") In recognition of the fact that differences may arise between the Employer and the Employee ...

  • Page 213
    .... The parties shall request that designated alternate dispute resolution service to provide them with a list of nine persons who meet the requirements of paragraph 6.2 above. Each party shall rate the nine names by giving the most preferred arbitrator the number nine and using descending successive...

  • Page 214
    ... and work product 3 doctrine, and any applicable state or federal law regarding confidentiality of documents and other information (including, without limitation, pursuant to rights of privacy). 7.4 The Arbitrator shall decide the relevance of any evidence offered, and the Arbitrator's decision on...

  • Page 215
    ... shall decide all issues submitted, shall contain express findings of fact and law (including findings on each issue of fact and law raised by a party), and provide the reasons supporting the decision including applicable law. The Arbitrator shall give signed and duplicate original copies of the...

  • Page 216
    ... damages by all reasonable means. The Arbitrator shall take a party's failure to mitigate into account in granting relief in accordance with applicable state and federal law. 11.3 Arbitration of damages or other remedies may be conducted in a bifurcated proceeding. 12. Fees and Expenses 12.1 All...

  • Page 217
    ... 10.6 OCCIDENTAL PETROLEUM CORPORATION 10889 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA 90024 (310) 208-8800 DR. RAY R. IRANI CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER November 17, 2000 Donald P. de Brier Executive Vice President and General Counsel Occidental Petroleum Corporation 10889...

  • Page 218
    EXHIBIT 12 OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES COMPUTATION OF TOTAL ENTERPRISE RATIOS OF EARNINGS TO FIXED CHARGES FOR THE FIVE YEARS ENDED DECEMBER 31, 2000 (Amounts in millions, except ratios) Income from continuing operations (a) 2000 1,785 --------- 1999 699 --------- 1998...

  • Page 219
    ..., LLC Occidental Chemical Chile, S.A.I. Occidental Chemical Corporation Occidental Chemical Holding Corporation Occidental Chemical International, Inc. Occidental Crude Sales, Inc. (International) Occidental de Colombia, Inc. Occidental Energy Marketing, Inc. Occidental Exploration and Production...

  • Page 220
    ... accountants, we hereby consent to the incorporation by reference of our report, dated February 7, 2001, appearing in Occidental Petroleum Corporation's Annual Report on Form 10-K for the year ended December 31, 2000, into Occidental Petroleum Corporation's previously filed Registration Statements...