Delaware
(State or other jurisdiction of
incorporation or organization)
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95-4035997
(I.R.S. Employer
Identification No.)
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5 Greenway Plaza, Suite 110
Houston, Texas
(Address of principal executive offices)
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77046
(Zip Code)
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Class
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Outstanding at March 31, 2016
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Common stock $.20 par value
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763,741,497
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PAGE
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Part I
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Financial Information
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Item 1.
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March 31, 2016 and December 31, 2015
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Three months ended March 31, 2016 and 2015
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Three months ended March 31, 2016 and 2015
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Three months ended March 31, 2016 and 2015
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Item 2.
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Item 3.
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Item 4.
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Part II
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Other Information
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Item 1.
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Item 2.
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Item 5.
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Item 6.
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Item 1.
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Financial Statements (unaudited)
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2016
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2015
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||||
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||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||
CURRENT LIABILITIES
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||||
Current maturities of long-term debt
|
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$
|
2,000
|
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|
$
|
1,450
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|
Accounts payable
|
|
2,801
|
|
|
3,069
|
|
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||
Accrued liabilities
|
|
2,025
|
|
|
2,213
|
|
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||
Liabilities of assets held for sale
|
|
—
|
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|
110
|
|
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||
Total current liabilities
|
|
6,826
|
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|
6,842
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||||
LONG-TERM DEBT, NET
|
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5,608
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6,855
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||||
DEFERRED CREDITS AND OTHER LIABILITIES
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||||
Deferred domestic and foreign income taxes
|
|
1,642
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1,323
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|
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Other
|
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4,153
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4,039
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||
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5,795
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5,362
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STOCKHOLDERS' EQUITY
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||||
Common stock, at par value (891,624,558 shares at March 31, 2016 and 891,360,091 shares at December 31, 2015)
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178
|
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|
178
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|
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||
Treasury stock (127,784,706 shares at March 31, 2016 and 127,681,335 shares at December 31, 2015)
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(9,128
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)
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(9,121
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)
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||
Additional paid-in capital
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7,668
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7,640
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|
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||
Retained earnings
|
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25,375
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|
25,960
|
|
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Accumulated other comprehensive loss
|
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(304
|
)
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|
(307
|
)
|
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||
Total stockholders’ equity
|
|
23,789
|
|
|
24,350
|
|
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||
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||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
42,018
|
|
|
$
|
43,409
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
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2016
|
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2015
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||||
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||||
REVENUES AND OTHER INCOME
|
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||||
Net sales
|
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$
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2,123
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$
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3,089
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|
Interest, dividends and other income
|
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20
|
|
|
31
|
|
|
||
Gain (loss) on sale of assets, net
|
|
138
|
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|
(24
|
)
|
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||
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2,281
|
|
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3,096
|
|
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COSTS AND OTHER DEDUCTIONS
|
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||||
Cost of sales
|
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1,281
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|
|
1,557
|
|
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||
Selling, general and administrative and other operating
expenses
|
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272
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|
311
|
|
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||
Taxes other than on income
|
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75
|
|
|
107
|
|
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||
Depreciation, depletion and amortization
|
|
1,102
|
|
|
1,029
|
|
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||
Asset impairments and related items
|
|
78
|
|
|
324
|
|
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||
Exploration expense
|
|
9
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8
|
|
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||
Interest and debt expense, net
|
|
60
|
|
|
30
|
|
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||
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|
2,877
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3,366
|
|
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||
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||||
Loss before income taxes and other items
|
|
(596
|
)
|
|
(270
|
)
|
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||
Benefit for domestic and foreign income taxes
|
|
203
|
|
|
19
|
|
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||
Income from equity investments
|
|
33
|
|
|
36
|
|
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||
Loss from continuing operations
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(360
|
)
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(215
|
)
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||
Discontinued operations, net
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438
|
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|
(3
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)
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NET INCOME (LOSS)
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|
$
|
78
|
|
|
$
|
(218
|
)
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||||
BASIC EARNINGS PER COMMON SHARE
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|
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||||
Loss from continuing operations
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$
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(0.47
|
)
|
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$
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(0.28
|
)
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|
Discontinued operations, net
|
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0.57
|
|
|
—
|
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||
BASIC EARNINGS PER COMMON SHARE
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$
|
0.10
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$
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(0.28
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)
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||||
DILUTED EARNINGS PER COMMON SHARE
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||||
Loss from continuing operations
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$
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(0.47
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)
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$
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(0.28
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)
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Discontinued operations, net
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0.57
|
|
|
—
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DILUTED EARNINGS PER COMMON SHARE
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|
$
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0.10
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|
$
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(0.28
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)
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||||
DIVIDENDS PER COMMON SHARE
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|
$
|
0.75
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$
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0.72
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|
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||||
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|
2016
|
|
2015
|
|
||||
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|
||||
Net income (loss)
|
|
$
|
78
|
|
|
$
|
(218
|
)
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|
Other comprehensive (loss) income items:
|
|
|
|
|
|
||||
Foreign currency translation gains (losses)
|
|
1
|
|
|
(1
|
)
|
|
||
Unrealized gain on available for sale investment
|
|
—
|
|
|
150
|
|
|
||
Unrealized losses on derivatives
(a)
|
|
(10
|
)
|
|
—
|
|
|
||
Pension and postretirement gain
(b)
|
|
5
|
|
|
2
|
|
|
||
Reclassification to income of realized loss on derivatives
(c)
|
|
7
|
|
|
—
|
|
|
||
Other comprehensive income, net of tax
|
|
3
|
|
|
151
|
|
|
||
Comprehensive income (loss)
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|
$
|
81
|
|
|
$
|
(67
|
)
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|
(a)
|
Net of tax of $6 for the three months ended March 31, 2016.
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(b)
|
Net of tax of $(3) and $(1) for the three months ended March 31, 2016 and 2015, respectively.
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(c)
|
Net of tax of $(4) for the three months ended March 31, 2016.
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|
2016
|
|
2015
|
|
||||
CASH FLOW FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||
Net Income (loss)
|
|
$
|
78
|
|
|
$
|
(218
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
||||
Discontinued operations, net
|
|
(438
|
)
|
|
3
|
|
|
||
Depreciation, depletion and amortization of assets
|
|
1,102
|
|
|
1,029
|
|
|
||
Deferred income tax (benefit) provision
|
|
77
|
|
|
(63
|
)
|
|
||
Other noncash charges to income
|
|
63
|
|
|
110
|
|
|
||
Asset impairments
|
|
78
|
|
|
236
|
|
|
||
(Gain) loss on sale of assets, net
|
|
(138
|
)
|
|
24
|
|
|
||
Changes in operating assets and liabilities, net
|
|
(316
|
)
|
|
(555
|
)
|
|
||
Other operating, net
|
|
(367
|
)
|
|
—
|
|
|
||
Operating cash flow from continuing operations
|
|
139
|
|
|
566
|
|
|
||
Operating cash flow from discontinued operations
|
|
550
|
|
|
(5
|
)
|
|
||
Net cash provided by operating activities
|
|
689
|
|
|
561
|
|
|
||
|
|
|
|
|
|
||||
CASH FLOW FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||
Capital expenditures
|
|
(646
|
)
|
|
(1,675
|
)
|
|
||
Change in capital accrual
|
|
(208
|
)
|
|
(458
|
)
|
|
||
Proceeds from sale of assets and equity investments, net
|
|
285
|
|
|
20
|
|
|
||
Purchases of assets, net
|
|
(24
|
)
|
|
(6
|
)
|
|
||
Equity investments and other, net
|
|
(44
|
)
|
|
(87
|
)
|
|
||
Net cash used by investing activities
|
|
(637
|
)
|
|
(2,206
|
)
|
|
||
|
|
|
|
|
|
||||
CASH FLOW FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||
Change in restricted cash
|
|
1,193
|
|
|
754
|
|
|
||
Payment of long-term debt
|
|
(700
|
)
|
|
—
|
|
|
||
Proceeds from issuance of common stock
|
|
11
|
|
|
19
|
|
|
||
Purchases of treasury stock
|
|
(7
|
)
|
|
(207
|
)
|
|
||
Cash dividends paid
|
|
(574
|
)
|
|
(557
|
)
|
|
||
Net cash provided (used) by financing activities
|
|
(77
|
)
|
|
9
|
|
|
||
|
|
|
|
|
|
||||
Decrease in cash and cash equivalents
|
|
(25
|
)
|
|
(1,636
|
)
|
|
||
Cash and cash equivalents — beginning of period
|
|
3,201
|
|
|
3,789
|
|
|
||
Cash and cash equivalents — end of period
|
|
$
|
3,176
|
|
|
$
|
2,153
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
2016
|
|
2015
|
|
||||
|
|
|
|
|
|
||||
Raw materials
|
|
$
|
77
|
|
|
$
|
73
|
|
|
Materials and supplies
|
|
504
|
|
|
568
|
|
|
||
Finished goods
|
|
466
|
|
|
395
|
|
|
||
|
|
1,047
|
|
|
1,036
|
|
|
||
|
|
|
|
|
|
||||
Revaluation to LIFO
|
|
(50
|
)
|
|
(50
|
)
|
|
||
Total
|
|
$
|
997
|
|
|
$
|
986
|
|
|
|
|
Number of Sites
|
|
Reserve Balance
(in millions) |
|
|||
|
|
|
|
|
|
|||
NPL sites
|
|
34
|
|
|
$
|
28
|
|
|
Third-party sites
|
|
66
|
|
|
127
|
|
|
|
Occidental-operated sites
|
|
18
|
|
|
105
|
|
|
|
Closed or non-operated Occidental sites
|
|
31
|
|
|
124
|
|
|
|
Total
|
|
149
|
|
|
$
|
384
|
|
|
Three months ended March 31
|
|
2016
|
|
2015
|
||||||||||||
Net Periodic Benefit Costs
|
|
Pension Benefit
|
|
Post-retirement Benefit
|
|
Pension Benefit
|
|
Post-retirement Benefit
|
||||||||
Service cost
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
7
|
|
Interest cost
|
|
4
|
|
|
10
|
|
|
5
|
|
|
10
|
|
||||
Expected return on plan assets
|
|
(6
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Recognized actuarial loss
|
|
3
|
|
|
5
|
|
|
2
|
|
|
7
|
|
||||
Total
|
|
$
|
3
|
|
|
$
|
20
|
|
|
$
|
2
|
|
|
$
|
24
|
|
Ø
|
Occidental values exchange-cleared commodity derivatives using closing prices provided by the exchange as of the balance sheet date.
O
ccidental values its available for sale investment based on the common stock closing share price as of the balance sheet date. These derivatives and investments are classified as Level 1.
|
Ø
|
Over-the-Counter (OTC) bilateral financial commodity contracts, foreign exchange contracts, options and physical commodity forward purchase and sale contracts are generally classified as Level 2 and are generally valued using quotations provided by brokers or industry-standard models that consider various inputs, including quoted forward prices for commodities, time value, volatility factors, credit risk and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument, and can be derived from observable data or are supported by observable prices at which transactions are executed in the marketplace.
|
Ø
|
Occidental values commodity derivatives based on a market approach that considers various assumptions, including quoted forward commodity prices and market yield curves. The assumptions used include inputs that are generally unobservable in the marketplace, or are observable but have been adjusted based upon various assumptions and the fair value is designated as Level 3 within the valuation hierarchy.
|
Fair Value Measurements at December 31, 2015:
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and
Collateral
|
|
Total Fair
Value
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivatives
|
|
$
|
557
|
|
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
(535
|
)
|
|
$
|
109
|
|
Available for sale investment
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivatives
|
|
$
|
544
|
|
|
$
|
404
|
|
|
$
|
—
|
|
|
$
|
(525
|
)
|
|
$
|
423
|
|
(in millions)
|
|
Fair Value Measurements at December 31, 2015 Using
|
|
Net
Book Value
|
|
Total Pre-tax
(Non-cash) Impairment Loss
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(a)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired proved oil and gas assets - international
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,666
|
|
|
$
|
7,359
|
|
|
$
|
4,693
|
|
Impaired proved oil and gas assets - domestic
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
625
|
|
|
$
|
1,655
|
|
|
$
|
1,030
|
|
Impaired Midstream assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
891
|
|
|
$
|
841
|
|
Impaired Chemical property, plant, and equipment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
124
|
|
|
$
|
121
|
|
|
|
After-tax
|
|
||||||
As of March 31, (in millions)
|
|
2016
|
|
2015
|
|
||||
Unrealized losses on derivatives
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
Reclassification to income of realized loss on derivatives
|
|
$
|
7
|
|
|
$
|
—
|
|
|
|
|
Net Outstanding Position
|
|
||||
|
|
Long / (Short)
|
|
||||
Commodity
|
|
2016
|
|
2015
|
|
||
Oil (million barrels)
|
|
152
|
|
|
83
|
|
|
Natural gas (billion cubic feet)
|
|
(84
|
)
|
|
(58
|
)
|
|
Carbon dioxide
(billion cubic feet)
|
|
587
|
|
|
603
|
|
|
|
|
Asset Derivatives
|
|
Fair
|
|
Liability Derivatives
|
|
Fair
|
||||
March 31, 2016
|
|
Balance Sheet Location
|
|
Value
|
|
Balance Sheet Location
|
|
Value
|
||||
Cash-flow hedges
(a)
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Other current assets
|
|
$
|
—
|
|
|
Accrued liabilities
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments
(a)
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Other current assets
|
|
535
|
|
|
Accrued liabilities
|
|
618
|
|
||
Long-term receivables and other assets, net
|
|
8
|
|
|
Deferred credits and other liabilities
|
|
293
|
|
||||
|
|
|
|
543
|
|
|
|
|
911
|
|
||
Total gross fair value
|
|
|
|
543
|
|
|
|
|
912
|
|
||
Less: counterparty netting and cash collateral
(b,d)
|
|
|
|
(498
|
)
|
|
|
|
(527
|
)
|
||
Total net fair value of derivatives
|
|
|
|
$
|
45
|
|
|
|
|
$
|
385
|
|
|
|
Asset Derivatives
|
|
Fair
|
|
Liability Derivatives
|
|
Fair
|
||||
December 31, 2015
|
|
Balance Sheet Location
|
|
Value
|
|
Balance Sheet Location
|
|
Value
|
||||
Cash-flow hedges
(a)
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Other current assets
|
|
$
|
9
|
|
|
Accrued liabilities
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments
(a)
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Other current assets
|
|
626
|
|
|
Accrued liabilities
|
|
672
|
|
||
Long-term receivables and other assets, net
|
|
9
|
|
|
Deferred credits and other liabilities
|
|
275
|
|
||||
|
|
|
|
635
|
|
|
|
|
947
|
|
||
Total gross fair value
|
|
|
|
644
|
|
|
|
|
948
|
|
||
Less: counterparty netting and cash collateral
(c,d)
|
|
|
|
(535
|
)
|
|
|
|
(525
|
)
|
||
Total net fair value of derivatives
|
|
|
|
$
|
109
|
|
|
|
|
$
|
423
|
|
(a)
|
Fair values are presented at gross amounts, including when the derivatives are subject to master netting arrangements and presented on a net basis in the consolidated balance sheets.
|
(b)
|
As of
March 31, 2016
, collateral received of zero has been netted against the derivative assets and collateral paid of $29 million has been netted against derivative liabilities.
|
(c)
|
As of
December 31, 2015
, collateral received of $14 million has been netted against derivative assets and collateral paid of $4 million has been netted against derivative liabilities.
|
(d)
|
Select clearinghouses and brokers require Occidental to post an initial margin deposit. Collateral, mainly for initial margin, of $33 million and $3 million deposited by Occidental has not been reflected in these derivative fair value tables as of March 31, 2016 and December 31, 2015, respectively. This collateral is included in other current assets in the consolidated balance sheets as of
March 31, 2016
and
December 31, 2015
, respectively.
|
|
|
Oil
|
|
|
|
Midstream
|
|
Corporate
|
|
|
||||||||||
|
|
and
|
|
|
|
and
|
|
and
|
|
|
||||||||||
|
|
Gas
|
|
Chemical
|
|
Marketing
|
|
Eliminations
|
|
Total
|
||||||||||
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,275
|
|
|
$
|
890
|
|
|
$
|
133
|
|
|
$
|
(175
|
)
|
|
$
|
2,123
|
|
Pre-tax operating profit (loss)
|
|
$
|
(485
|
)
|
|
$
|
214
|
|
|
$
|
(95
|
)
|
|
$
|
(197
|
)
|
(a)
|
$
|
(563
|
)
|
Income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203
|
|
(b)
|
203
|
|
|||||
Discontinued operations, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|
438
|
|
|||||
Net income (loss)
|
|
$
|
(485
|
)
|
|
$
|
214
|
|
|
$
|
(95
|
)
|
|
$
|
444
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,009
|
|
|
$
|
1,000
|
|
|
$
|
197
|
|
|
$
|
(117
|
)
|
|
$
|
3,089
|
|
Pre-tax operating profit (loss)
|
|
$
|
(266
|
)
|
(c)
|
$
|
139
|
|
|
$
|
(15
|
)
|
|
$
|
(92
|
)
|
(a,c)
|
$
|
(234
|
)
|
Income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
(b)
|
19
|
|
|||||
Discontinued operations, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||
Net income (loss)
|
|
$
|
(266
|
)
|
|
$
|
139
|
|
|
$
|
(15
|
)
|
|
$
|
(76
|
)
|
|
$
|
(218
|
)
|
|
|
Three months ended March 31
|
|
||||||
|
|
|
|||||||
|
|
2016
|
|
2015
|
|
||||
Basic EPS
|
|
|
|
|
|
||||
Loss from continuing operations
|
|
$
|
(360
|
)
|
|
$
|
(215
|
)
|
|
Discontinued operations, net
|
|
438
|
|
|
(3
|
)
|
|
||
Net income (loss)
|
|
78
|
|
|
(218
|
)
|
|
||
|
|
|
|
|
|
||||
Less: Net income allocated to participating securities
|
|
—
|
|
|
—
|
|
|
||
Net income (loss), net of participating securities
|
|
78
|
|
|
(218
|
)
|
|
||
|
|
|
|
|
|
||||
Weighted average number of basic shares
|
|
763.4
|
|
|
769.6
|
|
|
||
Basic EPS
|
|
$
|
0.10
|
|
|
$
|
(0.28
|
)
|
|
|
|
|
|
|
|
||||
Diluted EPS
|
|
|
|
|
|
||||
Net income (loss), net of participating securities
|
|
$
|
78
|
|
|
$
|
(218
|
)
|
|
Weighted average number of basic shares
|
|
763.4
|
|
|
769.6
|
|
|
||
Dilutive effect of potentially dilutive securities
|
|
—
|
|
|
—
|
|
|
||
Total diluted weighted average common shares
|
|
763.4
|
|
|
769.6
|
|
|
||
Diluted EPS
|
|
$
|
0.10
|
|
|
$
|
(0.28
|
)
|
|
|
|
Three months ended March 31
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
Net Sales
(a)
|
|
|
|
|
|
||||
Oil and Gas
|
|
$
|
1,275
|
|
|
$
|
2,009
|
|
|
Chemical
|
|
890
|
|
|
1,000
|
|
|
||
Midstream and Marketing
|
|
133
|
|
|
197
|
|
|
||
Eliminations
|
|
(175
|
)
|
|
(117
|
)
|
|
||
|
|
$
|
2,123
|
|
|
$
|
3,089
|
|
|
Segment Results
(b)
|
|
|
|
|
|
||||
Oil and Gas
|
|
$
|
(485
|
)
|
|
$
|
(266
|
)
|
|
Chemical
|
|
214
|
|
|
139
|
|
|
||
Midstream and Marketing
|
|
(95
|
)
|
|
(15
|
)
|
|
||
|
|
(366
|
)
|
|
(142
|
)
|
|
||
Unallocated Corporate Items
(b)
|
|
|
|
|
|
||||
Interest expense, net
|
|
(57
|
)
|
|
(28
|
)
|
|
||
Income tax benefit
|
|
203
|
|
|
19
|
|
|
||
Other expense, net
|
|
(140
|
)
|
|
(64
|
)
|
|
||
|
|
|
|
|
|
||||
Loss from continuing operations
|
|
(360
|
)
|
|
(215
|
)
|
|
||
Discontinued operations, net
|
|
438
|
|
|
(3
|
)
|
|
||
Net Income (loss)
|
|
$
|
78
|
|
|
$
|
(218
|
)
|
|
|
|
Three months ended March 31
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
|
|
|
|
|
|
||||
Oil and Gas
|
|
|
|
|
|
||||
Asset sales gains (losses) and other
|
|
$
|
23
|
|
|
$
|
(13
|
)
|
|
Asset impairments and related items - Domestic
|
|
—
|
|
|
(264
|
)
|
|
||
Asset impairments and related items - International
|
|
—
|
|
|
(46
|
)
|
|
||
Total Oil and Gas
|
|
$
|
23
|
|
|
$
|
(323
|
)
|
|
|
|
|
|
|
|
||||
Chemical
|
|
|
|
|
|
||||
Asset sales gains
|
|
$
|
88
|
|
|
$
|
—
|
|
|
Total Chemical
|
|
$
|
88
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||
Midstream and Marketing
|
|
|
|
|
|
||||
Total Midstream and Marketing
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
|
|
|
|
|
|
||||
Corporate
|
|
|
|
|
|
||||
Asset impairments and related items
|
|
(78
|
)
|
|
(14
|
)
|
|
||
Asset sales losses
|
|
—
|
|
|
(11
|
)
|
|
||
Tax effect of pre-tax adjustments
(a)
|
|
33
|
|
|
112
|
|
|
||
Discontinued operations, net
(b)
|
|
438
|
|
|
(3
|
)
|
|
||
Total Corporate
|
|
$
|
393
|
|
|
$
|
84
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
504
|
|
|
$
|
(249
|
)
|
|
|
|
Three months ended March 31
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
|
|
|
|
|
|
||||
Oil and Gas results
|
|
$
|
(485
|
)
|
|
$
|
(266
|
)
|
|
Chemical results
|
|
214
|
|
|
139
|
|
|
||
Midstream and Marketing results
|
|
(95
|
)
|
|
(15
|
)
|
|
||
Unallocated corporate items
|
|
(197
|
)
|
|
(92
|
)
|
|
||
Pre-tax loss
|
|
(563
|
)
|
|
(234
|
)
|
|
||
|
|
|
|
|
|
||||
Income tax expense (benefit)
|
|
|
|
|
|
||||
Federal and state
|
|
(291
|
)
|
|
(125
|
)
|
|
||
Foreign
|
|
88
|
|
|
106
|
|
|
||
Total
|
|
(203
|
)
|
|
(19
|
)
|
|
||
|
|
|
|
|
|
||||
Loss from continuing operations
|
|
$
|
(360
|
)
|
|
$
|
(215
|
)
|
|
|
|
|
|
|
|
||||
Worldwide effective tax rate
|
|
36
|
%
|
|
8
|
%
|
|
|
|
Three months ended March 31
|
|
||||
Production Volumes per Day
|
|
2016
|
|
2015
|
|
||
|
|
|
|
|
|
||
Oil (MBBL)
|
|
|
|
|
|
||
United States
(a)
|
|
197
|
|
|
180
|
|
|
Middle East/North Africa
(b)
|
|
162
|
|
|
153
|
|
|
Latin America
|
|
38
|
|
|
38
|
|
|
NGLs (MBBL)
|
|
|
|
|
|
||
United States
(a)
|
|
52
|
|
|
50
|
|
|
Middle East/North Africa
|
|
22
|
|
|
9
|
|
|
Natural Gas (MMCF)
|
|
|
|
|
|
||
United States
(a)
|
|
345
|
|
|
361
|
|
|
Middle East/North Africa
(b)
|
|
358
|
|
|
236
|
|
|
Latin America
|
|
8
|
|
|
12
|
|
|
Total Production Ongoing Operations (MBOE)
|
|
590
|
|
|
531
|
|
|
Operations Sold, Exited and Exiting
|
|
67
|
|
|
114
|
|
|
Total Production Volumes (MBOE)
(c)
|
|
657
|
|
|
645
|
|
|
|
|
|
|
|
|
||
|
|
Three months ended March 31
|
|
||||
Sales Volumes per Day
|
|
2016
|
|
2015
|
|
||
|
|
|
|
|
|
||
Oil (MBBL)
|
|
|
|
|
|
||
United States
(a)
|
|
197
|
|
|
180
|
|
|
Middle East/North Africa
(d)
|
|
160
|
|
|
157
|
|
|
Latin America
|
|
34
|
|
|
36
|
|
|
NGLs (MBBL)
|
|
|
|
|
|
||
United States
(a)
|
|
52
|
|
|
50
|
|
|
Middle East/North Africa
|
|
22
|
|
|
9
|
|
|
Natural Gas (MMCF)
|
|
|
|
|
|
||
United States
(a)
|
|
345
|
|
|
361
|
|
|
Middle East/North Africa
(d)
|
|
358
|
|
|
236
|
|
|
Latin America
|
|
8
|
|
|
12
|
|
|
Total Sales Ongoing Operations (MBOE)
|
|
584
|
|
|
533
|
|
|
Operations Sold, Exited and Exiting
|
|
67
|
|
|
104
|
|
|
Total Sales Volumes (MBOE)
(c
)
|
|
651
|
|
|
637
|
|
|
|
|
Three months ended March 31
|
|
||||||
Average Realized Prices
|
|
2016
|
|
2015
|
|
||||
Oil ($/BBL)
|
|
|
|
|
|
||||
United States
|
|
$
|
29.48
|
|
|
$
|
43.66
|
|
|
Middle East/North Africa
|
|
$
|
29.68
|
|
|
$
|
53.98
|
|
|
Latin America
|
|
$
|
27.63
|
|
|
$
|
47.70
|
|
|
Total Worldwide
|
|
$
|
29.42
|
|
|
$
|
48.50
|
|
|
NGLs ($/BBL)
|
|
|
|
|
|
||||
United States
|
|
$
|
9.91
|
|
|
$
|
17.32
|
|
|
Middle East/North Africa
|
|
$
|
13.25
|
|
|
$
|
21.57
|
|
|
Total Worldwide
|
|
$
|
10.86
|
|
|
$
|
17.96
|
|
|
Natural Gas ($/MCF)
|
|
|
|
|
|
||||
United States
|
|
$
|
1.50
|
|
|
$
|
2.49
|
|
|
Latin America
|
|
$
|
4.19
|
|
|
$
|
4.53
|
|
|
Total Worldwide
|
|
$
|
1.25
|
|
|
$
|
1.66
|
|
|
|
|
Three months ended March 31
|
|
||||||
Average Index Prices
|
|
2016
|
|
2015
|
|
||||
WTI oil ($/BBL)
|
|
$
|
33.45
|
|
|
$
|
48.63
|
|
|
Brent oil ($/BBL)
|
|
$
|
35.08
|
|
|
$
|
55.17
|
|
|
NYMEX gas ($/MCF)
|
|
$
|
2.07
|
|
|
$
|
3.07
|
|
|
Average Realized Prices as Percentage of Average Index Prices
|
|
Three months ended March 31
|
|
||||
|
2016
|
|
2015
|
|
|||
Worldwide oil as a percentage of average WTI
|
|
88
|
%
|
|
100
|
%
|
|
Worldwide oil as a percentage of average Brent
|
|
84
|
%
|
|
88
|
%
|
|
Worldwide NGLs as a percentage of average WTI
|
|
32
|
%
|
|
37
|
%
|
|
Domestic natural gas as a percentage of average NYMEX
|
|
73
|
%
|
|
81
|
%
|
|
Period
|
|
Total Number
of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
(a)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
January 1 - 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
February 1 - 29, 2016
|
|
103,371
|
|
(b)
|
$
|
70.63
|
|
|
|
|
|
||
March 1 - 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
Total
|
|
103,371
|
|
|
$
|
70.63
|
|
|
—
|
|
|
63,756,544
|
|
(a)
|
Represents the total number of shares remaining at March 31, 2016 under Occidental's share repurchase program of 185 million shares. The program was initially announced in 2005. The program does not obligate Occidental to acquire any specific number of shares and may be discontinued at any time.
|
(b)
|
Includes purchases from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs.
|
1.
|
The eleven nominees proposed by the Board of Directors were elected by the following votes:
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
Spencer Abraham
|
|
440,999,924
|
|
156,001,791
|
|
4,180,826
|
|
74,648,227
|
Howard I. Atkins
|
|
592,493,143
|
|
7,993,528
|
|
695,870
|
|
74,648,227
|
Eugene L. Batchelder
|
|
597,271,520
|
|
3,256,401
|
|
654,620
|
|
74,648,227
|
Stephen I. Chazen
|
|
597,674,356
|
|
2,846,184
|
|
662,001
|
|
74,648,227
|
John E. Feick
|
|
587,238,988
|
|
12,065,450
|
|
1,878,103
|
|
74,648,227
|
Margaret M. Foran
|
|
589,628,559
|
|
10,452,529
|
|
1,101,453
|
|
74,648,227
|
Carlos M. Gutierrez
|
|
595,285,315
|
|
5,193,202
|
|
704,024
|
|
74,648,227
|
Vicki A. Hollub
|
|
598,427,571
|
|
1,701,073
|
|
1,053,897
|
|
74,648,227
|
William R. Klesse
|
|
549,132,564
|
|
51,346,345
|
|
703,632
|
|
74,648,227
|
Avedick B. Poladian
|
|
592,892,110
|
|
7,581,832
|
|
708,599
|
|
74,648,227
|
Elisse B. Walter
|
|
597,197,825
|
|
3,296,483
|
|
688,233
|
|
74,648,227
|
2.
|
The advisory vote approving executive compensation was approved. The proposal received 575,505,087 votes for; 19,073,584 votes against; 6,599,638 abstentions and 74,652,459 broker non-votes.
|
3.
|
The ratification of the selection of KPMG as independent auditors was approved. The proposal received 671,188,492 votes for; 3,862,273 votes against and 780,003 abstentions.
|
4.
|
The stockholder proposal regarding a review of public policy advocacy on climate was not approved. The proposal received 144,584,338 votes for; 373,058,511 votes against; 83,535,432 abstentions and 74,652,487 broker non-votes.
|
5.
|
The stockholder proposal regarding a carbon legislation impact assessment was not approved. The proposal received 249,214,918 votes for; 259,442,365 votes against; 92,523,282 abstentions and 74,650,203 broker non-votes.
|
6.
|
The stockholder proposal regarding special shareowner meetings was not approved. The proposal received 283,733,165 votes for; 315,577,258 votes against; 1,870,142 abstentions and 74,650,203 broker non-votes.
|
7.
|
The stockholder proposal regarding a report on methane emissions and flaring was not approved. The proposal received 157,496,377 votes for; 321,584,877 votes against; 122,099,311 abstentions and 74,650,203 broker non-votes.
|
4.1*
|
Indenture, dated as of August 18, 2011, between Occidental and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.1 to the Current Report on Form 8-K of Occidental dated August 15, 2011 (date of earliest event reported), filed August 19, 2011, File No. 1-9210).
|
|
|
4.2*
|
Officers’ Certificate of Occidental Petroleum Corporation dated April 4, 2016 establishing the 2.600% Senior Notes due 2022, the 3.400% Senior Notes due 2026 and the 4.400% Senior Notes due 2046 (filed as Exhibit 4.2 to the Current Report on Form 8-K of Occidental dated April 4, 2016 (date of earliest event reported), filed April 4, 2016, File No. 1-9210).
|
|
|
4.3*
|
Form of 2.600% Senior Notes due 2022 (included as Exhibit A to Exhibit 4.2) (filed as Exhibit 4.3 to the Current Report on Form 8-K of Occidental dated April 4, 2016 (date of earliest event reported), filed April 4, 2016, File No. 1-9210).
|
|
|
4.4*
|
Form of 3.400% Senior Notes due 2026 (included as Exhibit B to Exhibit 4.2) (filed as Exhibit 4.4 to the Current Report on Form 8-K of Occidental dated April 4, 2016 (date of earliest event reported), filed April 4, 2016, File No. 1-9210).
|
|
|
4.5*
|
Form of 4.400% Senior Notes due 2046 (included as Exhibit C to Exhibit 4.2) (filed as Exhibit 4.4 to the Current Report on Form 8-K of Occidental dated April 4, 2016 (date of earliest event reported), filed April 4, 2016, File No. 1-9210).
|
|
|
10.1
|
Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Notice of Grant of Restricted Stock Unit Incentive Award.
|
|
|
10.2
|
Letter Agreement relating to Dividend Reinvestments with CEO.
|
|
|
10.3
|
Amended and Restated Occidental Petroleum Corporation Executive Incentive Compensation Plan.
|
|
|
10.4
|
Sign-on agreement with General Counsel.
|
|
|
12
|
Statement regarding the computation of total enterprise ratios of earnings to fixed charges for the three months ended March 31, 2016 and 2015, and for each of the five years in the period ended December 31, 2015.
|
|
|
31.1
|
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certifications of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
OCCIDENTAL PETROLEUM CORPORATION
|
|
DATE:
|
May 5, 2016
|
/s/ Jennifer M. Kirk
|
|
|
|
Jennifer M. Kirk
|
|
|
|
Vice President, Controller and
|
|
|
|
Principal Accounting Officer
|
|
4.1*
|
Indenture, dated as of August 18, 2011, between Occidental and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.1 to the Current Report on Form 8-K of Occidental dated August 15, 2011 (date of earliest event reported), filed August 19, 2011, File No. 1-9210).
|
|
|
4.2*
|
Officers’ Certificate of Occidental Petroleum Corporation dated April 4, 2016 establishing the 2.600% Senior Notes due 2022, the 3.400% Senior Notes due 2026 and the 4.400% Senior Notes due 2046 (filed as Exhibit 4.2 to the Current Report on Form 8-K of Occidental dated April 4, 2016 (date of earliest event reported), filed April 4, 2016, File No. 1-9210).
|
|
|
4.3*
|
Form of 2.600% Senior Notes due 2022 (included as Exhibit A to Exhibit 4.2) (filed as Exhibit 4.3 to the Current Report on Form 8-K of Occidental dated April 4, 2016 (date of earliest event reported), filed April 4, 2016, File No. 1-9210).
|
|
|
4.4*
|
Form of 3.400% Senior Notes due 2026 (included as Exhibit B to Exhibit 4.2) (filed as Exhibit 4.4 to the Current Report on Form 8-K of Occidental dated April 4, 2016 (date of earliest event reported), filed April 4, 2016, File No. 1-9210).
|
|
|
4.5*
|
Form of 4.400% Senior Notes due 2046 (included as Exhibit C to Exhibit 4.2) (filed as Exhibit 4.4 to the Current Report on Form 8-K of Occidental dated April 4, 2016 (date of earliest event reported), filed April 4, 2016, File No. 1-9210).
|
|
|
10.1
|
Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Notice of Grant of Restricted Stock Unit Incentive Award.
|
|
|
10.2
|
Letter Agreement relating to Dividend Reinvestments with CEO.
|
|
|
10.3
|
Amended and Restated Occidental Petroleum Corporation Executive Incentive Compensation Plan.
|
|
|
10.4
|
Sign-on agreement with General Counsel.
|
|
|
12
|
Statement regarding the computation of total enterprise ratios of earnings to fixed charges for the three months ended March 31, 2016 and 2015, and for each of the five years in the period ended December 31, 2015.
|
|
|
31.1
|
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certifications of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
Date of Grant
:
|
_____________________
|
|
|
Award Type and Description:
|
Restricted Stock Units granted pursuant to Section 6(e) of the Plan, which Award is a bookkeeping entry that represents the right to receive a number of shares of Stock up to the number indicated below under “
Number of Shares
,” subject to the terms and conditions of the Award Agreement.
The Grantee’s right to receive payment of this Award shall vest and become earned and nonforfeitable upon the Grantee’s satisfaction of the continued service requirements described below under “
Vesting Schedule and Forfeiture
.”
|
|
|
Number of Shares:
|
See Morgan Stanley “StockPlan Connect/Stock-Based Awards/ Awarded” for the total number of Restricted Stock Units subject to the Award.
|
|
|
Vesting Schedule and Forfeiture:
|
Vesting Date
. The Grantee must remain in the continuous employ of the Company from the Date of Grant through each applicable vesting date (each, a “
Vesting Date
”), in accordance with the schedule below, to be eligible to receive payment of this Award. The vesting schedule shall begin on ___________________ (the “
Vesting Start Date
”).
The continuous employment of the Grantee will not be deemed to have been interrupted by reason of the transfer of the Grantee’s employment among the Company and its affiliates or an approved leave of absence.
Termination of Employment
. Notwithstanding the foregoing, if, prior to any Vesting Date, the Grantee (i) dies, or (ii) becomes permanently disabled while in the employ of the Company and terminates employment as a result thereof, or (iii) retires with the consent of the Company, or (iv) is terminated by the Company without Cause (each of the foregoing, a “
Forfeiture Event
”), then the number of unvested Restricted Stock Units will be reduced on a pro rata basis to the number obtained by (A) multiplying the total number of Restricted Stock Units granted by a fraction, the numerator of which is the number of days between the Vesting Start Date and the Forfeiture Event and the denominator of which is the number of days between the Vesting Start Date and the final Vesting Date, and (B) subtracting from the product the number of Restricted Stock Units that previously vested, if any. Such remaining pro rata unvested Restricted Stock Units shall immediately vest and become nonforfeitable on the date of the Forfeiture Event, and all other Restricted Stock Units that have not previously vested shall be immediately forfeited. If the Grantee terminates employment voluntarily or is terminated for Cause before any Vesting Date, then the Award will terminate automatically on the date of the Grantee’s termination and the Grantee shall immediately forfeit all unvested Restricted Stock Units.
Change in Control
. If a Forfeiture Event has not occurred and a Change in Control occurs prior to the final Vesting Date and the Grantee’s employment is terminated by the Company without Cause or by the Grantee for Good Reason, in either case within 12 months following the date of such Change in Control, then the number of unvested Restricted Stock Units will be reduced on a pro rata basis to the number obtained by (i) multiplying the total number of Restricted Stock Units granted by a fraction, the numerator of which is the number of days between the Vesting Start Date and the date the Grantee’s employment was so terminated (such date, the “
CIC Related Vesting Date
”), and the denominator of which is the number of days between the Vesting Start Date and the final Vesting Date, and (ii) subtracting from the product the number of Restricted Stock Units that previously vested, if any. All other Restricted Stock Units with respect to which the continued service requirements have not previously been met as of the CIC Related Vesting Date shall be immediately forfeited. In addition, the Grantee shall be deemed to have a CIC Related Vesting Date such that the treatment in the preceding sentence shall apply (A) on the date at any time following the occurrence of a Change in Control and prior to the final Vesting Date on which the Grantee dies, becomes permanently disabled while in the employ of the Company and terminates employment as a result thereof, or retires with the consent of the Company, or (B) if the Grantee has accrued 12 months of continuous employment with the Company following the Change in Control, on the date following the 12 month anniversary of the Change in Control date and prior to the final Vesting Date on which the Grantee’s employment is terminated by the Company without Cause. For the avoidance of doubt, the occurrence of a Change in Control is not intended to change the protections provided to the Grantee in the event of the Grantee’s death, permanent disability, or retirement with consent occurring prior to the Change in Control. Such remaining pro rata unvested Restricted Stock Units shall immediately vest and become nonforfeitable on the CIC Related Vesting Date, unless, prior to the occurrence of the Change in Control, the Committee determines in its discretion that such event will not accelerate vesting of any of the Restricted Stock Units covered by this Award. Any such determination by the Committee is binding on the Grantee.
|
|
|
Payment of Award
|
Payment for vested Restricted Stock Units will be made solely in shares of Stock, which will be issued to the Grantee as promptly as practicable after the Vesting Date, Forfeiture Event or CIC Related Vesting Date, as applicable (the “
Payment Trigger Date
”), and in any event no later than the 15th day of the third month following the end of the first taxable year in which the Restricted Stock Units are no longer subject to a substantial risk of forfeiture.
Notwithstanding the foregoing, in the event the Award is determined to be subject to Nonqualified Deferred Compensation Rules, payment will be made no later than the end of the year in which the Payment Trigger Date occurs, except to the extent Section 9(n) of the Plan requires payment on the Grantee's Section 409A Payment Date.
|
Dividends, Voting and Other Rights:
|
Restricted Stock Units are not shares of Stock and have no voting rights or, except as described in this paragraph, dividend rights. With respect to each Restricted Stock Unit subject to this Award, the Grantee is also awarded Dividend Equivalents with respect to one share of Stock, which means that, in the event that Occidental declares and pays a cash dividend on its outstanding Stock and, on the record date for such dividend, the Grantee holds Restricted Stock Units that have not been settled or forfeited pursuant to the terms of the Award Agreement, then the Grantee will be credited on the books and records of Occidental with an amount equal to the amount per share of any such cash dividend for each outstanding Restricted Stock Unit. The Grantee will be credited with such Dividend Equivalents for the period beginning on the Date of Grant and ending on the applicable Payment Trigger Date or, if earlier, the date the Grantee forfeits his rights with respect to the Restricted Stock Units. Occidental will pay in cash to the Grantee an amount equal to the Dividend Equivalents credited to such Grantee as promptly as may be practicable on or after the time the cash dividends to which such Dividend Equivalents relate are paid by Occidental to its stockholders generally, and in any event no later than the 15th day of the third month following the end of the first taxable year in which the Dividend Equivalents are no longer subject to a substantial risk of forfeiture.
|
1.
|
Title
: Your title, subject to Board approval, will be Vice President and General Counsel.
|
2.
|
Reporting Relationship
: You will report to Mr. Donald P. de Brier, Corporate Executive Vice President and Corporate Secretary.
|
3.
|
Start Date
: You will commence employment on October 1, 2013, or on another mutually agreeable date.
|
4.
|
Initial Base Salary
: $450,000 per year subject to annual review, paid semi-monthly during your continued employment.
|
5.
|
Initial Annual Bonus
: You will be eligible to participate in Occidental’s Executive Incentive Compensation Plan (EICP) during your continued employment, with an initial target bonus of $350,000 subject to annual review. In addition, during your continued employment you will be guaranteed a bonus not less than your target amount for 2013 and 2014, payable by March 14, 2014 and 2015, respectively.
|
6.
|
Sign-On Cash Bonus
: You will receive a sign-on cash bonus of $1,000,000, subject to your continued employment, payable as follows:
|
a.
|
$250,000 paid with your first regular paycheck following your employment date.
|
b.
|
$250,000 paid with your first regular paycheck following your first anniversary date.
|
c.
|
$500,000 paid with your first regular paycheck following your second anniversary date.
|
7.
|
Sign-On Long-Term Incentives
: Effective as of your first day of employment, you will be awarded Restricted Shares with an initial value (based on the closing price of Occidental stock on the date of the award), of $1,800,000, subject to Oxy’s standard employment terms. This award will vest on July 21, 2016, and will pay out 0 – 100% of the Restricted Shares subject to the award’s performance criteria. Also, effective as of your first day of employment, you will be awarded a Return on Capital Employed Incentive with a grant date target value of $1,200,000. This award will vest on December 31, 2016. Payout will range from 0 – 200% of the target number of performance shares based on level of Return on Capital Employed achieved.
|
8.
|
Ongoing Long-Term Incentives
: You will be eligible to participate in Occidental’s annual Long-Term Incentive program beginning with an award made in 2014. Subject to market and company conditions at the time, your performance, and Compensation Committee approval, we anticipate that you will receive a total target award in the range of $2,000,000 to $3,000,000 per year beginning in 2014. The form of Long-Term Incentives will be decided by the Compensation Committee on an annual basis.
|
9.
|
Termination Payments
: In the event of involuntary, not-for-cause termination of employment prior to your third anniversary, you will receive the following payments:
|
a.
|
Semi-monthly payments equivalent to your base salary will continue for a period of twelve months.
|
b.
|
An Annual Bonus will be paid in accordance with the terms of the EICP for the year of your termination (in the following year by March 14), based on target for the individual performance portion and actual Occidental performance for the remainder, subject to the minimum guarantee under paragraph 5 for the year of termination.
|
c.
|
Cash payments equivalent to the amounts that would have been payable for Sign-On Long-Term Incentives and Ongoing Long-Term Incentives that are forfeited as a result of your termination, will be paid out at the same time the associated award is paid based on actual Occidental performance.
|
d.
|
Cash payments for the balance of the Sign-On Cash Bonus will be paid as if you had remained an employee.
|
e.
|
A cash payment equal to any unvested balances forfeited under Occidental’s retirement and savings plans will be paid as soon as administratively practicable following your termination date and no later than 60 days after your “separation from service” (under Section 409A of the U.S. Internal Revenue Code (Section 409A)), provided that, to the extent required by Section 409A, such payments will be made at the time or times such forfeited balances would otherwise have been paid under the terms of the retirement and savings plans.
|
10.
|
Employee Benefits
: During your continued employment, you will be entitled to the full array of employee benefits available to similarly situated Occidental executives, including Financial Planning and Personal Excess Liability Insurance, as they may exist from time to time.
|
11.
|
Vacation Entitlement
: You will accrue 200 hours of vacation per year (prorated for the first year of employment).
|
EXHIBIT 12
|
|
|
Three Months Ended March 31
|
|
|
Year Ended
December 31
|
|
|
||||||||||||||||||||||
|
|
2016
|
|
|
2015
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|||||||
Income from continuing operations
(a)
|
|
$
|
(360
|
)
|
|
$
|
(215
|
)
|
|
$
|
(8,146
|
)
|
|
$
|
(130
|
)
|
|
$
|
4,932
|
|
|
$
|
3,829
|
|
|
$
|
5,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Add/(Subtract):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||
Adjusted income from equity investments
(b)
|
|
13
|
|
|
11
|
|
|
21
|
|
|
64
|
|
|
52
|
|
|
163
|
|
|
(33
|
)
|
|
|||||||
|
|
(347
|
)
|
|
(204
|
)
|
|
(8,125
|
)
|
|
(80
|
)
|
|
4,984
|
|
|
3,992
|
|
|
5,494
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Provision for taxes on income (other than foreign oil and gas taxes)
|
|
(270
|
)
|
|
(231
|
)
|
|
(2,070
|
)
|
|
(280
|
)
|
|
1,353
|
|
|
249
|
|
|
1,167
|
|
|
|||||||
Interest and debt expense
|
|
74
|
|
|
65
|
|
|
147
|
|
|
77
|
|
|
132
|
|
|
149
|
|
|
313
|
|
(c)
|
|||||||
Portion of lease rentals representative of the interest factor
|
|
14
|
|
|
13
|
|
|
63
|
|
|
52
|
|
|
60
|
|
|
58
|
|
|
57
|
|
|
|||||||
|
|
(182
|
)
|
|
(153
|
)
|
|
(1,860
|
)
|
|
(151
|
)
|
|
1,545
|
|
|
456
|
|
|
1,537
|
|
|
|||||||
Earnings before fixed charges
|
|
$
|
(529
|
)
|
|
$
|
(357
|
)
|
|
$
|
(9,985
|
)
|
|
$
|
(231
|
)
|
|
$
|
6,529
|
|
|
$
|
4,448
|
|
|
$
|
7,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest and debt expense including capitalized interest
|
|
$
|
60
|
|
|
$
|
30
|
|
|
$
|
285
|
|
|
$
|
257
|
|
|
$
|
269
|
|
|
$
|
254
|
|
|
$
|
384
|
|
(c)
|
Portion of lease rentals representative of the interest factor
|
|
14
|
|
|
13
|
|
|
63
|
|
|
52
|
|
|
60
|
|
|
58
|
|
|
57
|
|
|
|||||||
Total fixed charges
|
|
$
|
74
|
|
|
$
|
43
|
|
|
$
|
348
|
|
|
$
|
309
|
|
|
$
|
329
|
|
|
$
|
312
|
|
|
$
|
441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ratio of earnings to fixed charges
|
|
(7.10
|
)
|
|
(8.27
|
)
|
|
(28.69
|
)
|
|
(0.75
|
)
|
|
19.83
|
|
|
14.26
|
|
|
15.93
|
|
|
|||||||
Insufficient coverage
|
|
(603
|
)
|
|
(400
|
)
|
|
(10,333
|
)
|
|
(540
|
)
|
|
|
|
|
|
|
|
|
Note:
Results of California Resources Corporation have been reflected as discontinued operations for all periods presented.
|
|
|
(a)
|
The 2016 first quarter amount includes a $78 million dollar after-tax impairment charges related to the special stock dividend of California Resources shares. The 2015 first quarter amounts includes a $177 million dollar after-tax charge for domestic asset impairments and other related items, a $46 million dollar after-tax charge for foreign asset impairments and other related items, a $4 million dollar charge related to Phibro operation results, and a $19 million dollar charge for cost associated with the California Resources Corporation spin-off and other charges.
|
|
(b)
|
Represents adjustments to arrive at distributed income from equity investees.
|
|
(c)
|
Excludes a pre-tax charge of $163 million for the early redemption of debt.
|
|
(d)
|
The 2016 and 2015 first quarter ratio of earnings to fixed charges excluding certain items (a) were (6.05) and (2.57), respectively.
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Occidental Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Vicki A. Hollub
|
|
|
Vicki A. Hollub
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Occidental Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Christopher G. Stavros
|
|
|
Christopher G. Stavros
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Vicki A. Hollub
|
|
|
Name:
|
Vicki A. Hollub
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
May 5, 2016
|
|
/s/ Christopher G. Stavros
|
|
|
Name:
|
Christopher G. Stavros
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
Date:
|
May 5, 2016
|
|