☑
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
||
|
For the fiscal year ended
|
December 31, 2019
|
|
For the transition period from to
|
State or other jurisdiction of incorporation or organization
|
|
Delaware
|
|||
I.R.S. Employer Identification No.
|
|
95-4035997
|
|||
Address of principal executive offices
|
|
5 Greenway Plaza, Suite 110
|
Houston,
|
Texas
|
|
Zip Code
|
|
77046
|
|||
Registrant’s telephone number, including area code
|
|
(713)
|
215-7000
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.20 par value
|
OXY
|
New York Stock Exchange
|
Large Accelerated Filer
|
☑
|
Accelerated Filer
|
☐
|
Emerging Growth Company
|
☐
|
Non-Accelerated Filer
|
☐
|
Smaller Reporting Company
|
☐
|
|
|
TABLE OF CONTENTS
|
PAGE
|
|
Part I
|
|
|
Items 1 and 2.
|
||
|
||
|
||
|
||
|
||
|
||
|
Marketing and Midstream Operations
|
|
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 3.
|
||
Item 4.
|
||
|
Information About Our Executive Officers
|
|
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
Part III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
Part IV
|
|
|
Item 15.
|
||
Item 16.
|
|
BUSINESS AND PROPERTIES
|
|
GENERAL
|
EMPLOYEES
|
AVAILABLE INFORMATION
|
2
|
OXY 2019 FORM 10-K
|
|
BUSINESS AND PROPERTIES
|
|
OIL AND GAS OPERATIONS
|
|
2019
|
|
2018
|
|
2017
|
|
|||||||||||||||||||||
|
Oil
|
|
NGL
|
|
Gas
|
|
BOE
|
|
(a)
|
Oil
|
|
NGL
|
|
Gas
|
|
BOE
|
|
(a)
|
Oil
|
|
NGL
|
|
Gas
|
|
BOE
|
|
(a)
|
Proved Reserves (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
1,570
|
|
540
|
|
4,128
|
|
2,798
|
|
|
1,186
|
|
284
|
|
1,445
|
|
1,711
|
|
|
1,107
|
|
247
|
|
1,205
|
|
1,555
|
|
|
International (c)
|
400
|
|
200
|
|
2,572
|
|
1,029
|
|
|
397
|
|
202
|
|
2,650
|
|
1,041
|
|
|
408
|
|
198
|
|
2,626
|
|
1,043
|
|
|
Total
|
1,970
|
|
740
|
|
6,700
|
|
3,827
|
|
|
1,583
|
|
486
|
|
4,095
|
|
2,752
|
|
|
1,515
|
|
445
|
|
3,831
|
|
2,598
|
|
|
Sales Volumes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
155
|
|
52
|
|
326
|
|
261
|
|
|
91
|
|
25
|
|
119
|
|
136
|
|
|
73
|
|
20
|
|
108
|
|
111
|
|
|
International (c)
|
56
|
|
12
|
|
204
|
|
102
|
|
|
62
|
|
11
|
|
189
|
|
104
|
|
|
66
|
|
11
|
|
188
|
|
109
|
|
|
Total
|
211
|
|
64
|
|
530
|
|
363
|
|
|
153
|
|
36
|
|
308
|
|
240
|
|
|
139
|
|
31
|
|
296
|
|
220
|
|
|
(a)
|
Natural gas volumes are converted to barrels of oil equivalence (BOE) at six thousand cubic feet (Mcf) of gas per one barrel of oil. Barrels of oil equivalence does not necessarily result in price equivalence.
|
(b)
|
The detailed proved reserves information presented in accordance with Item 1202(a)(2) to Regulation S-K under the Securities Exchange Act of 1934 (Exchange Act) is provided under the heading “Supplemental Oil and Gas Information”. Proved reserves are stated on a net basis after applicable royalties.
|
(c)
|
Excluded reserves of 125 MMBOE and sales of 12 MMBOE related to the Africa Assets.
|
OXY 2019 FORM 10-K
|
3
|
|
BUSINESS AND PROPERTIES
|
|
CHEMICAL OPERATIONS
|
Principal Products
|
Major Uses
|
Annual Capacity
|
Basic Chemicals
|
|
|
Chlorine
|
Raw material for ethylene dichloride (EDC), water treatment and pharmaceuticals
|
3.4 million tons
|
Caustic soda
|
Pulp, paper and aluminum production
|
3.5 million tons
|
Chlorinated organics
|
Refrigerants(a), silicones and pharmaceuticals
|
1.0 billion pounds
|
Potassium chemicals
|
Fertilizers, batteries, soaps, detergents and specialty glass
|
0.4 million tons
|
EDC
|
Raw material for VCM
|
2.1 billion pounds
|
Chlorinated isocyanurates
|
Swimming pool sanitation and disinfecting products
|
131 million pounds
|
Sodium silicates
|
Catalysts, soaps, detergents and paint pigments
|
0.6 million tons
|
Calcium chloride
|
Ice melting, dust control, road stabilization and oil field services
|
0.7 million tons
|
Vinyls
|
|
|
VCM
|
Precursor for PVC
|
6.2 billion pounds
|
PVC
|
Piping, building materials and automotive and medical products
|
3.7 billion pounds
|
Ethylene
|
Raw material for VCM
|
1.2 billion pounds (b)
|
(a)
|
Includes 4CPe, a raw material used in making next-generation, climate-friendly refrigerants with low global-warming and zero ozone-depletion potential.
|
(b)
|
Amount is gross production capacity for 50/50 joint venture with Orbia (formerly Mexichem).
|
4
|
OXY 2019 FORM 10-K
|
|
BUSINESS AND PROPERTIES
|
|
MARKETING AND MIDSTREAM OPERATIONS
|
Location
|
Description
|
Capacity
|
Gas Plants
|
|
|
Texas, New Mexico and Colorado
|
Occidental and third-party-operated natural gas gathering, compression and processing systems, and CO2 processing and capturing
|
2.7 Bcf per day
|
Rocky Mountains, Pennsylvania, Texas and New Mexico
|
Equity investment in WES - gas processing facilities
|
5.7 Bcf per day
|
UAE
|
Natural gas processing facilities for Al Hosn Gas
|
1.3 Bcf of natural gas per day
|
Pipelines and Gathering Systems
|
|
|
Texas, New Mexico and Colorado
|
CO2 fields and pipeline systems transporting CO2 to oil and gas producing locations
|
2.8 Bcf per day
|
Qatar, UAE and Oman
|
Equity investment in the Dolphin Energy Ltd natural gas pipeline
|
3.2 Bcf of natural gas per day
|
United States
|
Equity investment in WES involved in gathering and transportation
|
15,819 miles of pipeline(a)
|
Power Generation
|
|
|
Texas and Louisiana
|
Occidental-operated power and steam generation facilities
|
1,218 megawatts of electricity and 1.6 million pounds of steam per hour
|
(a)
|
Amounts are gross, including interests held by third parties.
|
ENVIRONMENTAL REGULATION
|
OXY 2019 FORM 10-K
|
5
|
|
RISK FACTORS
|
|
ITEM 1A.
|
RISK FACTORS
|
Ø
|
Worldwide and domestic supplies of, and demand for, oil, natural gas, NGL and refined products;
|
Ø
|
The cost of exploring for, developing, producing, refining and marketing oil, natural gas, NGL and refined products;
|
Ø
|
Operational impacts such as production disruptions, technological advances and regional market conditions, including available transportation capacity and infrastructure constraints in producing areas;
|
Ø
|
Changes in weather patterns and climate;
|
Ø
|
The impacts of the members of OPEC and other non-OPEC member-producing nations that may agree to and maintain production levels;
|
Ø
|
The worldwide military and political environment, including uncertainty or instability resulting from an escalation or outbreak of armed hostilities or acts of terrorism in the United States, or elsewhere;
|
Ø
|
The price and availability of alternative and competing fuels;
|
Ø
|
Technological advances affecting energy consumption and supply;
|
Ø
|
Domestic and foreign governmental regulations and taxes;
|
Ø
|
Shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil, natural gas and NGL;
|
Ø
|
Additional or increased nationalization and expropriation activities by foreign governments;
|
Ø
|
The impact and uncertainty of world health events;
|
Ø
|
Volatility in commodity futures markets;
|
Ø
|
The effect of energy conservation efforts; and
|
Ø
|
Global inventory levels and general economic conditions.
|
Ø
|
Adversely affect Occidental’s financial condition, liquidity, ability to reduce debt, pay dividends, finance planned capital expenditures, ability to repurchase shares and results of operations;
|
Ø
|
Reduce the amount of oil, natural gas and NGLs that Occidental can produce economically;
|
Ø
|
Cause Occidental to delay or postpone some of its capital projects;
|
Ø
|
Reduce Occidental’s revenues, operating income or cash flows;
|
Ø
|
Reduce the amounts of Occidental’s estimated proved oil, natural gas and NGL reserves;
|
Ø
|
Reduce the carrying value of Occidental’s oil and natural gas properties due to recognizing impairments of proved properties, unproved properties and exploration assets;
|
Ø
|
Reduce the standardized measure of discounted future net cash flows relating to oil, natural gas and NGL reserves;
|
Ø
|
Limit Occidental’s access to, or increase the cost of, sources of capital such as equity and long-term debt; and
|
Ø
|
Adversely affect the ability of Occidental’s partners to fund their working interest capital requirements.
|
6
|
OXY 2019 FORM 10-K
|
|
RISK FACTORS
|
|
Ø
|
Equipment failures;
|
Ø
|
Construction delays;
|
Ø
|
Escalating costs or competition for services, materials, supplies or labor;
|
Ø
|
Property or border disputes;
|
Ø
|
Disappointing drilling results or reservoir performance;
|
Ø
|
Title problems and other associated risks that may affect its ability to profitably grow production, replace reserves and achieve its targeted returns;
|
Ø
|
Actions by third-party operators of our properties;
|
Ø
|
Delays and costs of drilling wells on lands subject to complex development terms and circumstances; and
|
Ø
|
Oil, natural gas or NGL gathering, transportation and processing availability, restrictions or limitations.
|
Ø
|
New or amended laws and regulations, or new or different applications or interpretations of existing laws and regulations, including those related to drilling, manufacturing or production processes (including well stimulation techniques such as hydraulic fracturing and acidization), pipelines, labor and employment, taxes, royalty rates, permitted production rates, entitlements, import, export and use of raw materials, equipment or products, use or increased use of land, water and other natural resources, safety, the manufacturing of chemicals, asset integrity management, the marketing or export of commodities, security and environmental protection, all of which may restrict or prohibit activities of Occidental or its contractors, increase Occidental’s costs or reduce demand for Occidental’s products. In addition, violation of certain governmental laws and regulations may result in strict, joint and several liability and the imposition of significant civil and criminal fines and penalties;
|
Ø
|
Refusal of, or delay in, the extension or grant of exploration, development or production contracts; and
|
Ø
|
Development delays and cost overruns due to approval delays for, or denial of, drilling, construction, environmental and other regulatory approvals, permits and authorizations.
|
OXY 2019 FORM 10-K
|
7
|
|
RISK FACTORS
|
|
8
|
OXY 2019 FORM 10-K
|
|
RISK FACTORS
|
|
Ø
|
Damage to and destruction of property and equipment;
|
Ø
|
Damage to natural resources;
|
Ø
|
Pollution and other environmental damage, including spillage or mishandling of recovered chemicals or fluids;
|
Ø
|
Regulatory investigations and penalties;
|
Ø
|
Loss of well location, acreage, expected production and related reserves;
|
Ø
|
Suspension or delay of our operations;
|
Ø
|
Substantial liability claims; and
|
Ø
|
Repair and remediation costs.
|
Ø
|
Unauthorized access to seismic data, reserves information, strategic information, or other sensitive or proprietary information could have a negative impact on our ability to compete for oil and natural gas resources;
|
Ø
|
Data corruption, communication or systems interruption or other operational disruption during drilling activities could result in delays and failure to reach the intended target or cause a drilling incident;
|
OXY 2019 FORM 10-K
|
9
|
|
RISK FACTORS
|
|
Ø
|
Data corruption, communication or systems interruption or operational disruptions of production-related infrastructure could result in a loss of production or accidental discharge;
|
Ø
|
A cyber-attack on our chemical operations could result in a disruption of the manufacturing and marketing of our products or a potential environmental hazard;
|
Ø
|
A cyber-attack on a vendor or service provider could result in supply chain disruptions, which could delay or halt our construction and development projects;
|
Ø
|
A cyber-attack on third-party gathering, pipeline, processing, or other infrastructure systems could delay or prevent us from transporting, processing and marketing our production;
|
Ø
|
A cyber-attack involving commodities exchanges or financial institutions could slow or halt commodities trading, thus preventing us from marketing our production or engaging in hedging activities;
|
Ø
|
A cyber-attack that halts activities at a power generation facility or refinery using natural gas as feedstock could have a significant impact on the natural gas market;
|
Ø
|
A cyber-attack on a communications network or power grid could cause operational disruption;
|
Ø
|
A cyber-attack on our automated and surveillance systems could cause a loss in production and potential environmental hazards;
|
Ø
|
A deliberate corruption of our financial or operating data could result in events of non-compliance which could then lead to regulatory fines or penalties; and
|
Ø
|
A cyber-attack resulting in the loss or disclosure of, or damage to, our or any of our customer’s or supplier’s data or confidential information could harm our business by damaging our reputation, subjecting us to potential financial or legal liability, and requiring us to incur significant costs, including costs to repair or restore our systems and data or to take other remedial steps.
|
Ø
|
Occidental’s production is less than the notional volume;
|
Ø
|
The counterparties to Occidental’s hedging or other price risk management contracts fail to perform under those arrangements; or
|
Ø
|
A sudden, unexpected event materially impacts oil, natural gas or NGL prices.
|
10
|
OXY 2019 FORM 10-K
|
|
RISK FACTORS
|
|
OXY 2019 FORM 10-K
|
11
|
|
RISK FACTORS
|
|
12
|
OXY 2019 FORM 10-K
|
|
RISK FACTORS
|
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
OXY 2019 FORM 10-K
|
13
|
|
OTHER INFORMATION
|
|
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
|
Name
Current Title
|
Age at February 27, 2020
|
Positions with Occidental and Employment History
|
|
Marcia E. Backus
Senior Vice President
|
65
|
Senior Vice President, General Counsel and Chief Compliance Officer since December 2016; Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 2015-2016; Vice President, General Counsel and Corporate Secretary, 2014-2015; Vice President and General Counsel, 2013-2014; Vinson & Elkins: Partner, 1990-2013.
|
|
Oscar K. Brown
Senior Vice President
|
49
|
Senior Vice President - Strategy, Business Development and Supply Chain since November 2018; Senior Vice President - Corporate Strategy and Development, 2017 - 2018; Senior Vice President - Business Development, 2016 - 2017; Bank of America Merrill Lynch: Managing Director and co-head of Americas Energy Investment Banking, 2010 - 2016.
|
|
Cedric W. Burgher
Chief Financial Officer and Senior Vice President
|
59
|
Senior Vice President and Chief Financial Officer since May 2017; EOG Resources: Senior Vice President, Investor and Public Relations, 2014-2017; QR Energy L.P.: Chief Financial Officer, 2010-2014.
|
|
Christopher O. Champion
Vice President
|
50
|
Vice President, Chief Accounting Officer and Controller since August 2019; Anadarko Petroleum Corporation: Senior Vice President, Chief Accounting Officer and Controller, 2017-2019; Vice President, Chief Accounting Officer and Controller 2015-2017; KPMG LLP: Audit Partner, 2003-2015.
|
|
Kenneth Dillon
Senior Vice President
|
60
|
Senior Vice President since December 2016; President - International Oil and Gas Operations since June 2016; Senior Vice President - Operations and Major Projects, 2014-2016; Senior Vice President - Major Projects, 2012-2014.
|
|
Vicki Hollub
President and Chief Executive Officer
|
60
|
President, Chief Executive Officer and Director since April 2016; President, Chief Operating Officer and Director, 2015-2016; Senior Executive Vice President and President, Oxy Oil and Gas, 2015; Executive Vice President and President Oxy Oil and Gas - Americas, 2014-2015; Vice President and Executive Vice President, U.S. Operations, Oxy Oil and Gas, 2013-2014.
|
|
Edward A. “Sandy” Lowe
Executive Vice President
|
68
|
Executive Vice President since 2015; Group Chairman - Middle East since 2016; Senior Vice President, 2008-2015; President - Oxy Oil & Gas International, 2009-2016.
|
|
Robert Palmer
Senior Vice President
|
64
|
Senior Vice President since July 2017; President - Domestic Onshore Oil and Gas Operations, Oxy Oil and Gas since June 2019; Senior Vice President - Technical Support, 2017-2019; President and General Manager - Colombia, 2012-2017.
|
|
Glenn M. Vangolen
Senior Vice President
|
61
|
Senior Vice President, Business Support since February 2015; Executive Vice President, Business Support, 2014-2015; Senior Vice President - Oxy Oil & Gas Middle East, 2010-2014.
|
14
|
OXY 2019 FORM 10-K
|
|
OTHER INFORMATION
|
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
MARKET INFORMATION, HOLDERS AND DIVIDEND POLICY
|
SHARE REPURCHASE ACTIVITIES
|
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
|
||||||||
First Quarter 2019
|
|
2,690,000
|
|
|
|
|
$
|
66.94
|
|
|
|
2,690,000
|
|
|
|
|
|
|
Second Quarter 2019
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
|
|
|
Third Quarter 2019
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
|
|
|
Fourth Quarter 2019
|
|
—
|
|
(a)
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
|
|
|
Total 2019
|
|
2,690,000
|
|
(a)
|
|
|
$
|
66.94
|
|
|
|
2,690,000
|
|
|
|
44,206,787
|
|
(b)
|
(a)
|
There were no purchases from the trustee of Occidental’s defined contribution savings plan in the fourth quarter of 2019.
|
(b)
|
Represents the total number of shares remaining at year end 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.
|
OXY 2019 FORM 10-K
|
15
|
|
OTHER INFORMATION
|
|
PERFORMANCE GRAPH
|
Fiscal Year Ended December 31
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Occidental
|
$
|
100
|
|
|
$
|
87
|
|
|
$
|
96
|
|
|
$
|
104
|
|
|
$
|
91
|
|
|
$
|
65
|
|
Peer Group
|
$
|
100
|
|
|
$
|
83
|
|
|
$
|
104
|
|
|
$
|
107
|
|
|
$
|
95
|
|
|
$
|
103
|
|
S&P 500
|
$
|
100
|
|
|
$
|
101
|
|
|
$
|
113
|
|
|
$
|
138
|
|
|
$
|
132
|
|
|
$
|
174
|
|
16
|
OXY 2019 FORM 10-K
|
|
OTHER INFORMATION
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
millions, except per-share amounts
|
2019 (a)
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||||
RESULTS OF OPERATIONS (b,c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
20,393
|
|
|
$
|
17,824
|
|
|
$
|
12,508
|
|
|
$
|
10,090
|
|
|
$
|
12,480
|
|
Income (loss) from continuing operations
|
$
|
(507
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
|
$
|
(1,002
|
)
|
|
$
|
(8,146
|
)
|
Net income (loss) attributable to common stockholders
|
$
|
(985
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
|
$
|
(574
|
)
|
|
$
|
(7,829
|
)
|
Net income (loss) from continuing operations attributable to common stockholders - basic per common share
|
$
|
(1.20
|
)
|
|
$
|
5.40
|
|
|
$
|
1.71
|
|
|
$
|
(1.31
|
)
|
|
$
|
(10.64
|
)
|
Net income (loss) attributable to common stockholders - basic per common share
|
$
|
(1.22
|
)
|
|
$
|
5.40
|
|
|
$
|
1.71
|
|
|
$
|
(0.75
|
)
|
|
$
|
(10.23
|
)
|
Net income (loss) attributable to common stockholders - diluted per common share
|
$
|
(1.22
|
)
|
|
$
|
5.39
|
|
|
$
|
1.70
|
|
|
$
|
(0.75
|
)
|
|
$
|
(10.23
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCIAL POSITION (b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
109,330
|
|
|
$
|
43,854
|
|
|
$
|
42,026
|
|
|
$
|
43,109
|
|
|
$
|
43,409
|
|
Long-term debt, net
|
$
|
38,537
|
|
|
$
|
10,201
|
|
|
$
|
9,328
|
|
|
$
|
9,819
|
|
|
$
|
6,855
|
|
Stockholders’ equity
|
$
|
34,232
|
|
|
$
|
21,330
|
|
|
$
|
20,572
|
|
|
$
|
21,497
|
|
|
$
|
24,350
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MARKET CAPITALIZATION (d)
|
$
|
36,846
|
|
|
$
|
45,998
|
|
|
$
|
56,357
|
|
|
$
|
54,437
|
|
|
$
|
51,632
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH FLOW FROM CONTINUING OPERATIONS (b,c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from continuing operations
|
$
|
7,203
|
|
|
$
|
7,669
|
|
|
$
|
4,861
|
|
|
$
|
2,520
|
|
|
$
|
3,251
|
|
Investing:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
(6,355
|
)
|
|
$
|
(4,975
|
)
|
|
$
|
(3,599
|
)
|
|
$
|
(2,717
|
)
|
|
$
|
(5,272
|
)
|
Payments for purchases of assets and businesses
|
$
|
(28,088
|
)
|
|
$
|
(928
|
)
|
|
$
|
(1,064
|
)
|
|
$
|
(2,044
|
)
|
|
$
|
(109
|
)
|
Sales of assets, net
|
$
|
6,143
|
|
|
$
|
2,824
|
|
|
$
|
1,403
|
|
|
$
|
302
|
|
|
$
|
819
|
|
Cash provided (used) by all other investing activities, net
|
$
|
(573
|
)
|
|
$
|
(127
|
)
|
|
$
|
181
|
|
|
$
|
(284
|
)
|
|
$
|
(858
|
)
|
Financing:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends paid
|
$
|
(2,624
|
)
|
|
$
|
(2,374
|
)
|
|
$
|
(2,346
|
)
|
|
$
|
(2,309
|
)
|
|
$
|
(2,264
|
)
|
Purchases of treasury stock
|
$
|
(237
|
)
|
|
$
|
(1,248
|
)
|
|
$
|
(25
|
)
|
|
$
|
(22
|
)
|
|
$
|
(593
|
)
|
Proceeds from long-term debt, net - Occidental
|
$
|
21,557
|
|
|
$
|
978
|
|
|
$
|
—
|
|
|
$
|
4,203
|
|
|
$
|
1,478
|
|
Payment of long-term debt, net - Occidental
|
$
|
(6,959
|
)
|
|
$
|
(500
|
)
|
|
$
|
—
|
|
|
$
|
(2,710
|
)
|
|
$
|
—
|
|
Proceeds from issuance of common and preferred stock
|
$
|
10,028
|
|
|
$
|
33
|
|
|
$
|
28
|
|
|
$
|
36
|
|
|
$
|
37
|
|
Cash provided (used) by all other financing activities, net
|
$
|
431
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
DIVIDENDS PER COMMON SHARE
|
$
|
3.14
|
|
|
$
|
3.10
|
|
|
$
|
3.06
|
|
|
$
|
3.02
|
|
|
$
|
2.97
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
WEIGHTED-AVERAGE BASIC SHARES OUTSTANDING
|
810
|
|
|
762
|
|
|
765
|
|
|
764
|
|
|
766
|
|
(a)
|
Summary financial information included the impact of the Acquisition, see Note 3 - The Acquisition in the Notes to Consolidated Financial Statements. Summary results of operations from the date of the Acquisition to December 31, 2019 included the results of WES, a previously consolidated subsidiary. The summary results of operations also included a loss as a result of no longer consolidating WES of approximately $1 billion. See Note 1 - Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.
|
(b)
|
See the MD&A section of this report and the Notes to Consolidated Financial Statements for information regarding acquisitions and dispositions, discontinued operations and other charges affecting comparability.
|
(c)
|
The 2019 results include results of operations and cash flows related to the Acquisition for the period beginning August 8, 2019 through December 31, 2019.
|
(d)
|
Market capitalization is calculated by multiplying the year-end total shares of common stock outstanding, net of shares held as treasury stock, by the year-end closing stock price.
|
OXY 2019 FORM 10-K
|
17
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
|
INDEX
|
PAGE
|
Segment Results of Operations and Items Affecting Comparability
|
|
Income Taxes
|
|
Commitments and Obligations
|
|
Global Investments
|
|
18
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
STRATEGY
|
Ø
|
Maintaining a sustainable and sector-leading dividend;
|
Ø
|
Allocating capital to high-return, short-cycle and long-cycle, cash-flow generating opportunities across its integrated business;
|
Ø
|
Generating free cash flow growth to reduce debt and return cash to shareholders;
|
Ø
|
Achieving production growth rates of up to 5% over the long-term; and
|
Ø
|
Maintaining a strong balance sheet to secure business and enhance shareholder value.
|
Ø
|
Health, safety and environmental and sustainability-related performance measures;
|
Ø
|
Achieving debt reduction targets;
|
Ø
|
Total shareholder return, including dividends;
|
Ø
|
Maintaining investment grade credit metrics;
|
Ø
|
Return on capital employed (ROCE) and cash return on capital employed (CROCE);
|
Ø
|
Specific measures such as earnings per share, per-unit profit, production cost, cash flow, finding and development costs and reserves replacement percentages; and
|
Ø
|
Acquisition-related synergy and divestiture targets.
|
OIL AND GAS SEGMENT
|
OXY 2019 FORM 10-K
|
19
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
|
|
2019
|
|
|
2018
|
|
|
% Change
|
|
||
WTI oil ($/barrel)
|
|
$
|
57.03
|
|
|
$
|
64.77
|
|
|
(12
|
)%
|
Brent oil ($/barrel)
|
|
$
|
64.18
|
|
|
$
|
71.53
|
|
|
(10
|
)%
|
NYMEX gas ($/Mcf)
|
|
$
|
2.67
|
|
|
$
|
2.97
|
|
|
(10
|
)%
|
|
|
2019
|
|
|
2018
|
|
Worldwide oil as a percentage of average WTI
|
|
98
|
%
|
|
94
|
%
|
Worldwide oil as a percentage of average Brent
|
|
87
|
%
|
|
85
|
%
|
Worldwide NGL as a percentage of average WTI
|
|
30
|
%
|
|
41
|
%
|
Worldwide NGL as a percentage of average Brent
|
|
27
|
%
|
|
37
|
%
|
Domestic natural gas as a percentage of NYMEX
|
|
49
|
%
|
|
54
|
%
|
20
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
|
1. Powder River Basin
2. DJ Basin
3. Greater Natural Buttes
4. Permian Basin
5. Gulf of Mexico
|
OXY 2019 FORM 10-K
|
21
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
|
1. Delaware Basin
2. Central Basin Platform
3. Midland Basin
|
22
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
OXY 2019 FORM 10-K
|
23
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
|
|
24
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
|
1. La Cira-Infantas Waterflood Area
2. Llanos Norte Basin
3. Teca Heavy Oil Area
4. Putumayo Basin
|
OXY 2019 FORM 10-K
|
25
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
WTI oil ($/barrel)
|
|
$
|
55.69
|
|
|
$
|
65.56
|
|
|
$
|
51.34
|
|
Brent oil ($/barrel)
|
|
$
|
63.03
|
|
|
$
|
72.20
|
|
|
$
|
54.93
|
|
NYMEX gas ($/Mcf)
|
|
$
|
2.58
|
|
|
$
|
3.10
|
|
|
$
|
2.98
|
|
|
|
2019
|
|
|
2018
|
|
Oil
|
|
52
|
%
|
|
57
|
%
|
Natural gas
|
|
29
|
%
|
|
25
|
%
|
NGL
|
|
19
|
%
|
|
18
|
%
|
|
|
Oil (MMbbl)
|
|
|
NGL(MMbbl)
|
|
|
Natural Gas (Bcf)
|
|
|
Total (MMBOE)
|
|
Proved developed reserves
|
|
99
|
|
|
7
|
|
|
19
|
|
|
109
|
|
Proved undeveloped reserves
|
|
14
|
|
|
—
|
|
|
11
|
|
|
16
|
|
26
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
MMBOE
|
|
2019
|
|
Revisions of previous estimates
|
|
(200
|
)
|
Improved recovery
|
|
293
|
|
Extensions and discoveries
|
|
63
|
|
Purchases
|
|
1,311
|
|
Sales
|
|
(29
|
)
|
Production
|
|
(363
|
)
|
Total
|
|
1,075
|
|
OXY 2019 FORM 10-K
|
27
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
MMBOE
|
|
2019
|
|
Revisions of previous estimates
|
|
(166
|
)
|
Improved recovery
|
|
192
|
|
Extensions and discoveries
|
|
36
|
|
Purchases
|
|
317
|
|
Sales
|
|
(29
|
)
|
Transfer to proved developed reserves
|
|
(196
|
)
|
Total
|
|
154
|
|
28
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
OXY 2019 FORM 10-K
|
29
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
CHEMICAL SEGMENT
|
30
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
MARKETING AND MIDSTREAM SEGMENT
|
OXY 2019 FORM 10-K
|
31
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
32
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
SEGMENT RESULTS OF OPERATIONS AND ITEMS AFFECTING COMPARABILITY
|
millions, except per share amounts
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
NET SALES (a)
|
|
|
|
|
|
|
||||||
Oil and Gas
|
|
$
|
13,423
|
|
|
$
|
10,441
|
|
|
$
|
7,870
|
|
Chemical
|
|
4,102
|
|
|
4,657
|
|
|
4,355
|
|
|||
Marketing and Midstream
|
|
4,132
|
|
|
3,656
|
|
|
1,157
|
|
|||
Eliminations
|
|
(1,264
|
)
|
|
(930
|
)
|
|
(874
|
)
|
|||
Total
|
|
$
|
20,393
|
|
|
$
|
17,824
|
|
|
$
|
12,508
|
|
SEGMENT RESULTS AND EARNINGS
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
838
|
|
|
$
|
621
|
|
|
$
|
(589
|
)
|
International
|
|
1,683
|
|
|
1,896
|
|
|
1,767
|
|
|||
Exploration
|
|
(169
|
)
|
|
(75
|
)
|
|
(67
|
)
|
|||
Oil and Gas
|
|
2,352
|
|
|
2,442
|
|
|
1,111
|
|
|||
Chemical
|
|
799
|
|
|
1,159
|
|
|
822
|
|
|||
Marketing and Midstream
|
|
241
|
|
|
2,802
|
|
|
85
|
|
|||
Total
|
|
$
|
3,392
|
|
|
$
|
6,403
|
|
|
$
|
2,018
|
|
Unallocated corporate items
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(1,002
|
)
|
|
(356
|
)
|
|
(324
|
)
|
|||
Income taxes
|
|
(693
|
)
|
|
(1,477
|
)
|
|
(17
|
)
|
|||
Other
|
|
(2,204
|
)
|
|
(439
|
)
|
|
(366
|
)
|
|||
Income (loss) from continuing operations
|
|
$
|
(507
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
Discontinued operations, net
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
(522
|
)
|
|
4,131
|
|
|
1,311
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Preferred stock dividends
|
|
(318
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
(985
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
Net income (loss) attributable to common stockholders—basic
|
|
$
|
(1.22
|
)
|
|
$
|
5.40
|
|
|
$
|
1.71
|
|
Net income (loss) attributable to common stockholders—diluted
|
|
$
|
(1.22
|
)
|
|
$
|
5.39
|
|
|
$
|
1.70
|
|
(a)
|
Intersegment sales eliminate upon consolidation and are generally made at prices approximating those that the selling entity would be able to obtain in third-party transactions.
|
OXY 2019 FORM 10-K
|
33
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Segment Sales
|
|
$
|
13,423
|
|
|
$
|
10,441
|
|
|
$
|
7,870
|
|
Segment Results (a)
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
838
|
|
|
$
|
621
|
|
|
$
|
(589
|
)
|
International
|
|
1,683
|
|
|
1,896
|
|
|
1,767
|
|
|||
Exploration
|
|
(169
|
)
|
|
(75
|
)
|
|
(67
|
)
|
|||
Total
|
|
$
|
2,352
|
|
|
$
|
2,442
|
|
|
$
|
1,111
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability
|
|
|
|
|
|
|
||||||
Asset sale gains, net (b)
|
|
$
|
475
|
|
|
$
|
—
|
|
|
$
|
655
|
|
Asset impairments and related items domestic (c)
|
|
$
|
(288
|
)
|
|
$
|
—
|
|
|
$
|
(397
|
)
|
Asset impairments and related items international (d)
|
|
$
|
(39
|
)
|
|
$
|
(416
|
)
|
|
$
|
(4
|
)
|
Oil collars mark-to-market gains
|
|
$
|
(107
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Results include significant items affecting comparability discussed in the footnotes below.
|
(b)
|
The 2019 amount included gain on sale of a portion of Occidental’s joint venture with Ecopetrol and a loss on sale of real estate assets. The 2017 gain on sale of assets included the sale of South Texas and non-core acreage in the Permian Basin.
|
(c)
|
The 2019 amount included $285 million of impairment and related charges associated with domestic undeveloped leases that were set to expire in the near term, where Occidental had no plans to pursue exploration activities. The 2017 amount included $397 million of impairment and related charges associated with non-core proved and unproved Permian acreage.
|
(d)
|
The 2019 amount related to Occidental’s mutually agreed early termination of its Qatar ISSD contract. The 2018 amount consisted of impairment and related charges associated with ISND and ISSD.
|
millions (except percentages)
|
|
2019
|
|
|
Year over Year Change
|
|
|
2018
|
|
|
Year over Year Change
|
|
|
2017
|
|
|||
Average Realized Prices
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil Prices ($ per bbl)
|
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
54.31
|
|
|
(4
|
)%
|
|
$
|
56.30
|
|
|
18
|
%
|
|
$
|
47.91
|
|
Latin America
|
|
$
|
57.26
|
|
|
(11
|
)%
|
|
$
|
64.32
|
|
|
33
|
%
|
|
$
|
48.50
|
|
Middle East
|
|
$
|
61.96
|
|
|
(8
|
)%
|
|
$
|
67.69
|
|
|
34
|
%
|
|
$
|
50.38
|
|
Total worldwide
|
|
$
|
56.09
|
|
|
(8
|
)%
|
|
$
|
60.64
|
|
|
24
|
%
|
|
$
|
48.93
|
|
NGL Prices ($ per bbl)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
16.03
|
|
|
(42
|
)%
|
|
$
|
27.64
|
|
|
17
|
%
|
|
$
|
23.67
|
|
Middle East
|
|
$
|
21.31
|
|
|
(8
|
)%
|
|
$
|
23.20
|
|
|
29
|
%
|
|
$
|
18.05
|
|
Total worldwide
|
|
$
|
17.06
|
|
|
(35
|
)%
|
|
$
|
26.25
|
|
|
21
|
%
|
|
$
|
21.63
|
|
Gas Prices ($ per Mcf)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
1.31
|
|
|
(18
|
)%
|
|
$
|
1.59
|
|
|
(31
|
)%
|
|
$
|
2.31
|
|
Latin America
|
|
$
|
7.01
|
|
|
9
|
%
|
|
$
|
6.43
|
|
|
27
|
%
|
|
$
|
5.08
|
|
Total worldwide
|
|
$
|
1.45
|
|
|
(10
|
)%
|
|
$
|
1.62
|
|
|
(12
|
)%
|
|
$
|
1.84
|
|
34
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
Production per Day from Ongoing Operations (MBOE/d)
|
|
2019
|
|
|
Year over Year Change
|
|
|
2018
|
|
|
Year over Year Change
|
|
|
2017
|
|
United States
|
|
|
|
|
|
|
|
|
|
|
|||||
Permian Resources
|
|
355
|
|
|
66
|
%
|
|
214
|
|
|
52
|
%
|
|
141
|
|
Permian EOR
|
|
154
|
|
|
—
|
%
|
|
154
|
|
|
3
|
%
|
|
150
|
|
DJ Basin
|
|
120
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
Gulf of Mexico
|
|
58
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
Other Domestic
|
|
27
|
|
|
N/A
|
|
|
4
|
|
|
N/A
|
|
|
5
|
|
Total
|
|
714
|
|
|
92
|
%
|
|
372
|
|
|
26
|
%
|
|
296
|
|
Latin America
|
|
34
|
|
|
6
|
%
|
|
32
|
|
|
—
|
%
|
|
32
|
|
Middle East
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Al Hosn Gas
|
|
82
|
|
|
12
|
%
|
|
73
|
|
|
3
|
%
|
|
71
|
|
Dolphin
|
|
42
|
|
|
5
|
%
|
|
40
|
|
|
(5
|
)%
|
|
42
|
|
Oman
|
|
89
|
|
|
3
|
%
|
|
86
|
|
|
(9
|
)%
|
|
95
|
|
Qatar
|
|
35
|
|
|
(36
|
)%
|
|
55
|
|
|
(5
|
)%
|
|
58
|
|
Total
|
|
248
|
|
|
(2
|
)%
|
|
254
|
|
|
(5
|
)%
|
|
266
|
|
Total Production from Ongoing Operations
|
|
996
|
|
|
51
|
%
|
|
658
|
|
|
11
|
%
|
|
594
|
|
Sold domestic operations
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
8
|
|
Discontinued operations - Africa Assets
|
|
33
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
Total Production (MBOE/d) (a)
|
|
1,029
|
|
|
56
|
%
|
|
658
|
|
|
9
|
%
|
|
602
|
|
(a)
|
Natural gas volumes have been converted to BOE based on energy content of six Mcf of gas to one barrel of oil. Barrels of oil equivalence does not necessarily result in price equivalence. Please refer to “Supplemental Oil and Gas Information (unaudited)” for additional information on oil and gas production and sales.
|
|
|
2019
|
|
2018
|
|
2017
|
Average lease operating expense per BOE
|
|
$9.19
|
|
$11.52
|
|
$11.20
|
OXY 2019 FORM 10-K
|
35
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Segment Sales
|
|
$
|
4,102
|
|
|
$
|
4,657
|
|
|
$
|
4,355
|
|
Segment Results
|
|
$
|
799
|
|
|
$
|
1,159
|
|
|
$
|
822
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Segment Sales
|
|
$
|
4,132
|
|
|
$
|
3,656
|
|
|
$
|
1,157
|
|
Segment Results (a)
|
|
$
|
241
|
|
|
$
|
2,802
|
|
|
$
|
85
|
|
|
|
|
|
|
|
|
||||||
Items affecting comparability
|
|
|
|
|
|
|
||||||
Asset and equity investment sale gains (b)
|
|
$
|
114
|
|
|
$
|
907
|
|
|
$
|
94
|
|
Asset impairments and other charges(c)
|
|
$
|
(1,002
|
)
|
|
$
|
—
|
|
|
$
|
(120
|
)
|
Interest rate swaps MTM, net(d)
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Results include items affecting comparability listed below, as well as WES segment results from August 8, 2019 to December 31, 2019 of $541 million.
|
(b)
|
The 2019 amount represented a $114 million gain on the sale of an equity investment in Plains All American Pipeline, L.P. and Plains GP Holdings, L.P. (together, Plains). The 2018 amount represented a gain on sale of non-core domestic midstream assets. The 2017 amount represented a non-cash fair value gain related to Plains.
|
(c)
|
The 2019 amount included a $1 billion charge as a result of recording Occidental’s investment in WES at fair value as of December 31, 2019 upon the loss of control. The 2017 amount represented impairments and related charges related to idled midstream facilities.
|
(d)
|
The 2019 amount represented a $30 million mark-to-market gain on an interest rate swap for WES.
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Items Affecting Comparability
|
|
|
|
|
|
|
||||||
Anadarko acquisition-related costs
|
|
$
|
(1,647
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Bridge loan financing fees
|
|
$
|
(122
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other acquisition-related pension and other termination benefits
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset impairments and other charges
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Gains on warrants and interest rate swaps, net
|
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
—
|
|
36
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
INCOME TAXES
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
SEGMENT RESULTS
|
|
|
|
|
|
|
||||||
Oil and Gas
|
|
$
|
2,352
|
|
|
$
|
2,442
|
|
|
$
|
1,111
|
|
Chemical
|
|
799
|
|
|
1,159
|
|
|
822
|
|
|||
Marketing and Midstream
|
|
241
|
|
|
2,802
|
|
|
85
|
|
|||
Unallocated corporate items
|
|
(3,206
|
)
|
|
(795
|
)
|
|
(690
|
)
|
|||
Income from continuing operations before taxes
|
|
$
|
186
|
|
|
$
|
5,608
|
|
|
$
|
1,328
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
|
|
|
|||
Federal and state
|
|
(34
|
)
|
|
463
|
|
|
(903
|
)
|
|||
Foreign
|
|
727
|
|
|
1,014
|
|
|
920
|
|
|||
Total income tax expense
|
|
$
|
693
|
|
|
$
|
1,477
|
|
|
$
|
17
|
|
Income (loss) from continuing operations
|
|
$
|
(507
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
Worldwide effective tax rate
|
|
373
|
%
|
|
26
|
%
|
|
1
|
%
|
CONSOLIDATED RESULTS OF OPERATIONS
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net sales
|
|
$
|
20,393
|
|
|
$
|
17,824
|
|
|
$
|
12,508
|
|
Interest, dividends and other income
|
|
$
|
217
|
|
|
$
|
136
|
|
|
$
|
99
|
|
Gain on sale of equity investments and other assets, net
|
|
$
|
622
|
|
|
$
|
974
|
|
|
$
|
667
|
|
OXY 2019 FORM 10-K
|
37
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Oil and gas operating expense
|
|
$
|
3,246
|
|
|
$
|
2,761
|
|
|
$
|
2,427
|
|
Transportation expense
|
|
$
|
621
|
|
|
$
|
152
|
|
|
$
|
175
|
|
Chemical and midstream cost of sales
|
|
$
|
2,791
|
|
|
$
|
2,833
|
|
|
$
|
2,938
|
|
Purchased commodities
|
|
$
|
1,679
|
|
|
$
|
822
|
|
|
$
|
54
|
|
Selling, general and administrative
|
|
$
|
882
|
|
|
$
|
585
|
|
|
$
|
546
|
|
Other operating and non-operating expense
|
|
$
|
1,425
|
|
|
$
|
1,028
|
|
|
$
|
878
|
|
Depreciation, depletion and amortization
|
|
$
|
5,981
|
|
|
$
|
3,977
|
|
|
$
|
4,002
|
|
Asset impairments and other charges
|
|
$
|
1,361
|
|
|
$
|
561
|
|
|
$
|
545
|
|
Taxes other than on income
|
|
$
|
707
|
|
|
$
|
439
|
|
|
$
|
311
|
|
Anadarko acquisition-related costs
|
|
$
|
1,647
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Exploration expense
|
|
$
|
246
|
|
|
$
|
110
|
|
|
$
|
82
|
|
Interest and debt expense, net
|
|
$
|
1,066
|
|
|
$
|
389
|
|
|
$
|
345
|
|
38
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
Income/(expense) millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Income tax expense
|
|
$
|
(693
|
)
|
|
$
|
(1,477
|
)
|
|
$
|
(17
|
)
|
Income from equity investments
|
|
$
|
373
|
|
|
$
|
331
|
|
|
$
|
357
|
|
Discontinued operations, net
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
OXY 2019 FORM 10-K
|
39
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
LIQUIDITY AND CAPITAL RESOURCES
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Operating cash flow from continuing operations
|
|
$
|
7,203
|
|
|
$
|
7,669
|
|
|
$
|
4,861
|
|
Operating cash flow from discontinued operations, net of taxes
|
|
172
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
|
$
|
7,375
|
|
|
$
|
7,669
|
|
|
$
|
4,861
|
|
40
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Capital expenditures
|
|
|
|
|
|
|
||||||
Oil and Gas
|
|
$
|
(5,500
|
)
|
|
$
|
(4,413
|
)
|
|
$
|
(2,945
|
)
|
Chemical
|
|
(267
|
)
|
|
(271
|
)
|
|
(308
|
)
|
|||
Marketing and Midstream(a)
|
|
(461
|
)
|
|
(216
|
)
|
|
(284
|
)
|
|||
Corporate
|
|
(127
|
)
|
|
(75
|
)
|
|
(62
|
)
|
|||
Total
|
|
$
|
(6,355
|
)
|
|
$
|
(4,975
|
)
|
|
$
|
(3,599
|
)
|
Purchase of businesses and assets, net
|
|
(28,088
|
)
|
|
(928
|
)
|
|
(1,064
|
)
|
|||
Proceeds from sale of assets and equity investments, net
|
|
6,143
|
|
|
2,824
|
|
|
1,403
|
|
|||
Other investing activities, net
|
|
(573
|
)
|
|
(127
|
)
|
|
181
|
|
|||
Investing cash flows from continuing operations
|
|
$
|
(28,873
|
)
|
|
$
|
(3,206
|
)
|
|
$
|
(3,079
|
)
|
Investing cash flows from discontinued operations
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used by investing activities
|
|
$
|
(29,027
|
)
|
|
$
|
(3,206
|
)
|
|
$
|
(3,079
|
)
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net cash provided (used) by financing activities
|
|
$
|
22,193
|
|
|
$
|
(3,102
|
)
|
|
$
|
(2,343
|
)
|
OXY 2019 FORM 10-K
|
41
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
OFF-BALANCE SHEET ARRANGEMENTS
|
COMMITMENTS AND OBLIGATIONS
|
millions |
|
|
Payments Due by Year
|
||||||||||||||||
Total
|
|
|
2020
|
|
|
2021 and 2022
|
|
|
2023 and 2024
|
|
|
2025 and
thereafter |
|
||||||
On-Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt (Note 7) (a)
|
$
|
37,401
|
|
|
$
|
—
|
|
|
$
|
11,096
|
|
|
$
|
5,111
|
|
|
$
|
21,194
|
|
Leases (Note 8) (b)
|
2,018
|
|
|
608
|
|
|
630
|
|
|
251
|
|
|
529
|
|
|||||
Asset retirement obligations (Note 1)
|
4,633
|
|
|
247
|
|
|
271
|
|
|
799
|
|
|
3,316
|
|
|||||
Other long-term liabilities (c)
|
3,765
|
|
|
1,054
|
|
|
513
|
|
|
490
|
|
|
1,708
|
|
|||||
Off-Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase obligations (d)
|
20,712
|
|
|
3,252
|
|
|
5,704
|
|
|
4,660
|
|
|
7,096
|
|
|||||
Total
|
$
|
68,529
|
|
|
$
|
5,161
|
|
|
$
|
18,214
|
|
|
$
|
11,311
|
|
|
$
|
33,843
|
|
(a)
|
Excluded unamortized debt discount and interest on the debt. As of December 31, 2019, interest on long-term debt totaling $18.1 billion is payable in the following years: 2020 - $1.5 billion, 2021 and 2022 - $2.6 billion, 2023 and 2024 - $2.1 billion, 2025 and thereafter - $11.9 billion.
|
(b)
|
Occidental is the lessee under various agreements for real estate, equipment, plants and facilities. See Note 2 - Accounting and Disclosure Changes in the Notes to Consolidated Financial Statements regarding the impact of rules effective January 1, 2019 which require Occidental to recognize most leases, including operating leases, on the balance sheet.
|
(c)
|
Included obligations under postretirement benefit and deferred compensation plans, accrued transportation commitments, severance and change of control obligations related to the Acquisition and other accrued liabilities.
|
(d)
|
Amounts included payments which will become due under long-term agreements to purchase goods and services used in the normal course of business to secure terminal, pipeline and processing capacity, CO2, electrical power, steam and certain chemical raw materials. In 2019, Occidental added $7.7 billion of additional long-term commitments as a result of the loss of control of WES. Amounts exclude certain product purchase obligations related to marketing activities for which there are no minimum purchase requirements or the amounts are not fixed or determinable. Long-term purchase contracts are discounted at a 3.89% discount rate.
|
42
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES
|
OXY 2019 FORM 10-K
|
43
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
ENVIRONMENTAL LIABILITIES AND EXPENDITURES
|
|
|
2019
|
|
2018
|
||||||||||
millions, except number of sites
|
|
Number of Sites
|
|
|
Remediation Balance
|
|
|
Number of Sites
|
|
|
Remediation Balance
|
|
||
NPL sites
|
|
36
|
|
|
$
|
463
|
|
|
34
|
|
|
$
|
458
|
|
Third-party sites
|
|
74
|
|
|
311
|
|
|
68
|
|
|
168
|
|
||
Occidental-operated sites
|
|
17
|
|
|
154
|
|
|
14
|
|
|
115
|
|
||
Closed or non-operated Occidental sites
|
|
50
|
|
|
269
|
|
|
29
|
|
|
141
|
|
||
Total
|
|
177
|
|
|
$
|
1,197
|
|
|
145
|
|
|
$
|
882
|
|
44
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Operating Expenses
|
|
|
|
|
|
|
||||||
Oil and Gas
|
|
$
|
178
|
|
|
$
|
91
|
|
|
$
|
62
|
|
Chemical
|
|
80
|
|
|
80
|
|
|
78
|
|
|||
Marketing and Midstream
|
|
12
|
|
|
10
|
|
|
7
|
|
|||
Total
|
|
$
|
270
|
|
|
$
|
181
|
|
|
$
|
147
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Oil and Gas
|
|
$
|
111
|
|
|
$
|
71
|
|
|
$
|
71
|
|
Chemical
|
|
34
|
|
|
23
|
|
|
18
|
|
|||
Marketing and Midstream
|
|
4
|
|
|
2
|
|
|
3
|
|
|||
Total
|
|
$
|
149
|
|
|
$
|
96
|
|
|
$
|
92
|
|
Remediation Expenses
|
|
|
|
|
|
|
||||||
Corporate
|
|
$
|
112
|
|
|
$
|
47
|
|
|
$
|
39
|
|
OXY 2019 FORM 10-K
|
45
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
GLOBAL INVESTMENTS
|
millions
|
Oil and Gas
|
|
|
Chemical
|
|
|
Marketing and Midstream
|
|
|
Corporate and Other
|
|
|
Total Consolidated
|
|
|||||
North America
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
72,833
|
|
|
$
|
4,173
|
|
|
$
|
13,324
|
|
|
$
|
3,952
|
|
|
$
|
94,282
|
|
Canada
|
—
|
|
|
126
|
|
|
27
|
|
|
—
|
|
|
153
|
|
|||||
Middle East
|
3,748
|
|
|
—
|
|
|
3,634
|
|
|
—
|
|
|
7,382
|
|
|||||
Latin America
|
1,355
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
1,412
|
|
|||||
Africa and Other
|
—
|
|
|
5
|
|
|
70
|
|
|
6,026
|
|
|
6,101
|
|
|||||
Consolidated
|
$
|
77,936
|
|
|
$
|
4,361
|
|
|
$
|
17,055
|
|
|
$
|
9,978
|
|
|
$
|
109,330
|
|
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
|
46
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
OXY 2019 FORM 10-K
|
47
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
Ø
|
Over-the-Counter (OTC) bilateral financial commodity contracts, international 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.
|
Ø
|
Occidental values debt using market-observable information for debt instruments that are traded on secondary markets. For debt instruments that are not traded, the fair value is determined by interpolating the value based on debt with similar terms and credit risk.
|
48
|
OXY 2019 FORM 10-K
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
SIGNIFICANT ACCOUNTING AND DISCLOSURE CHANGES
|
OXY 2019 FORM 10-K
|
49
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
|
SAFE HARBOR DISCUSSION REGARDING OUTLOOK AND OTHER FORWARD-LOOKING DATA
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
COMMODITY PRICE RISK
|
|
|
Maturity Periods
|
|
|
||||||||||||||||
Source of Fair Value Assets/(Liabilities)
millions
|
|
2020
|
|
|
2021 and 2022
|
|
|
2023 and 2024
|
|
|
2025 and thereafter
|
|
|
Total
|
|
|||||
Prices actively quoted
|
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
Prices provided by other external sources
|
|
36
|
|
|
8
|
|
|
1
|
|
|
1
|
|
|
46
|
|
|||||
Total
|
|
$
|
(27
|
)
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(17
|
)
|
50
|
OXY 2019 FORM 10-K
|
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES
|
|
INTEREST RATE RISK
|
millions except percentages
|
|
U.S. Dollar
Fixed-Rate Debt
|
|
|
U.S. Dollar
Variable-Rate Debt
|
|
|
Total (a)
|
|
|||
2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
|
3,426
|
|
|
2,956
|
|
|
6,382
|
|
|||
2022
|
|
3,214
|
|
|
1,500
|
|
|
4,714
|
|
|||
2023
|
|
1,213
|
|
|
—
|
|
|
1,213
|
|
|||
2024
|
|
3,898
|
|
|
—
|
|
|
3,898
|
|
|||
Thereafter
|
|
21,126
|
|
|
68
|
|
|
21,194
|
|
|||
Total
|
|
$
|
32,877
|
|
|
$
|
4,524
|
|
|
$
|
37,401
|
|
Weighted-average interest rate
|
|
4.09
|
%
|
|
3.15
|
%
|
|
3.98
|
%
|
|||
Fair Value
|
|
$
|
34,260
|
|
|
$
|
4,535
|
|
|
$
|
38,795
|
|
(a)
|
Excluded net unamortized debt premiums of $914 million and debt issuance cost of $125 million.
|
FOREIGN CURRENCY RISK
|
OXY 2019 FORM 10-K
|
51
|
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES
|
|
CREDIT RISK
|
DERIVATIVE INSTRUMENTS HELD FOR NON-TRADING PURPOSES
|
52
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
INDEX
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
PAGE
|
Note 3 - The Acquisition
|
|
OXY 2019 FORM 10-K
|
53
|
|
FINANCIAL STATEMENTS
REPORT
|
|
54
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
REPORT
|
|
OXY 2019 FORM 10-K
|
55
|
|
FINANCIAL STATEMENTS
REPORT
|
|
56
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
REPORT
|
|
OXY 2019 FORM 10-K
|
57
|
|
FINANCIAL STATEMENTS
|
|
Consolidated Balance Sheets
|
Occidental Petroleum Corporation
and Subsidiaries
|
|
|
December 31,
|
||||||
millions
|
|
2019
|
|
|
2018
|
|
||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,032
|
|
|
$
|
3,033
|
|
Restricted cash and restricted cash equivalents
|
|
480
|
|
|
—
|
|
||
Trade receivables, net of reserves of $19 in 2019 and $21 in 2018
|
|
6,373
|
|
|
4,893
|
|
||
Inventories
|
|
1,447
|
|
|
1,260
|
|
||
Assets held for sale
|
|
6,026
|
|
|
—
|
|
||
Other current assets
|
|
1,323
|
|
|
746
|
|
||
Total current assets
|
|
18,681
|
|
|
9,932
|
|
||
|
|
|
|
|
||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
6,389
|
|
|
1,680
|
|
||
|
|
|
|
|
||||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
||||
Oil and gas segment
|
|
105,881
|
|
|
58,799
|
|
||
Chemical segment
|
|
7,172
|
|
|
7,001
|
|
||
Marketing and midstream segment
|
|
8,176
|
|
|
8,070
|
|
||
Corporate
|
|
1,118
|
|
|
550
|
|
||
|
|
122,347
|
|
|
74,420
|
|
||
Accumulated depreciation, depletion and amortization
|
|
(41,878
|
)
|
|
(42,983
|
)
|
||
|
|
80,469
|
|
|
31,437
|
|
||
|
|
|
|
|
||||
OPERATING LEASE ASSETS
|
|
1,385
|
|
|
—
|
|
||
|
|
|
|
|
||||
LONG-TERM RECEIVABLES AND OTHER ASSETS, NET
|
|
2,406
|
|
|
805
|
|
||
|
|
|
|
|
||||
TOTAL ASSETS
|
|
$
|
109,330
|
|
|
$
|
43,854
|
|
58
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
|
|
Consolidated Balance Sheets
|
Occidental Petroleum Corporation
and Subsidiaries
|
|
|
December 31,
|
||||||
millions except share and per-share amounts
|
|
2019
|
|
2018
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
51
|
|
|
$
|
116
|
|
Current operating lease liabilities
|
|
569
|
|
|
—
|
|
||
Accounts payable
|
|
7,017
|
|
|
4,885
|
|
||
Accrued liabilities
|
|
5,302
|
|
|
2,411
|
|
||
Liabilities of assets held for sale
|
|
2,010
|
|
|
—
|
|
||
Total current liabilities
|
|
14,949
|
|
|
7,412
|
|
||
|
|
|
|
|
||||
LONG-TERM DEBT, NET
|
|
|
|
|
||||
Long-term debt, net
|
|
38,537
|
|
|
10,201
|
|
||
|
|
|
|
|
||||
DEFERRED CREDITS AND OTHER LIABILITIES
|
|
|
|
|
||||
Deferred income taxes, net
|
|
9,717
|
|
|
907
|
|
||
Asset retirement obligations
|
|
4,385
|
|
|
1,424
|
|
||
Pension and postretirement obligations
|
|
1,807
|
|
|
809
|
|
||
Environmental remediation liabilities
|
|
1,035
|
|
|
762
|
|
||
Operating lease liabilities
|
|
854
|
|
|
—
|
|
||
Other
|
|
3,814
|
|
|
1,009
|
|
||
|
|
21,612
|
|
|
4,911
|
|
||
|
|
|
|
|
||||
EQUITY
|
|
|
|
|
||||
Preferred stock, at $1.00 per share par value (100,000 shares at December 31, 2019)
|
|
9,762
|
|
|
—
|
|
||
Common stock, $0.20 per share par value, authorized shares: 1.1 billion, issued shares:
2019 — 1,044,434,893 and 2018 — 895,115,637 |
|
209
|
|
|
179
|
|
||
Treasury stock: 2019 — 150,323,151 shares and 2018 — 145,726,051 shares
|
|
(10,653
|
)
|
|
(10,473
|
)
|
||
Additional paid-in capital
|
|
14,955
|
|
|
8,046
|
|
||
Retained earnings
|
|
20,180
|
|
|
23,750
|
|
||
Accumulated other comprehensive loss
|
|
(221
|
)
|
|
(172
|
)
|
||
Total stockholders’ equity
|
|
34,232
|
|
|
21,330
|
|
||
|
|
|
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
109,330
|
|
|
$
|
43,854
|
|
OXY 2019 FORM 10-K
|
59
|
|
FINANCIAL STATEMENTS
|
|
Consolidated Statements of Operations
|
Occidental Petroleum Corporation
and Subsidiaries
|
|
|
Years Ended December 31,
|
||||||||||
millions except per-share amounts
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
REVENUES AND OTHER INCOME
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
20,393
|
|
|
$
|
17,824
|
|
|
$
|
12,508
|
|
Interest, dividends and other income
|
|
217
|
|
|
136
|
|
|
99
|
|
|||
Gains on sale of equity investments and other assets, net
|
|
622
|
|
|
974
|
|
|
667
|
|
|||
Total
|
|
21,232
|
|
|
18,934
|
|
|
13,274
|
|
|||
COSTS AND OTHER DEDUCTIONS
|
|
|
|
|
|
|
||||||
Oil and gas operating expense
|
|
3,246
|
|
|
2,761
|
|
|
2,427
|
|
|||
Transportation expense
|
|
621
|
|
|
152
|
|
|
175
|
|
|||
Chemical and midstream cost of sales
|
|
2,791
|
|
|
2,833
|
|
|
2,938
|
|
|||
Purchased commodities
|
|
1,679
|
|
|
822
|
|
|
54
|
|
|||
Selling, general and administrative
|
|
882
|
|
|
585
|
|
|
546
|
|
|||
Other operating and non-operating expense
|
|
1,425
|
|
|
1,028
|
|
|
878
|
|
|||
Depreciation, depletion and amortization
|
|
5,981
|
|
|
3,977
|
|
|
4,002
|
|
|||
Asset impairments and other charges
|
|
1,361
|
|
|
561
|
|
|
545
|
|
|||
Taxes other than on income
|
|
707
|
|
|
439
|
|
|
311
|
|
|||
Anadarko acquisition-related costs
|
|
1,647
|
|
|
—
|
|
|
—
|
|
|||
Exploration expense
|
|
246
|
|
|
110
|
|
|
82
|
|
|||
Interest and debt expense, net
|
|
1,066
|
|
|
389
|
|
|
345
|
|
|||
Total
|
|
21,652
|
|
|
13,657
|
|
|
12,303
|
|
|||
Income (loss) before income taxes and other items
|
|
(420
|
)
|
|
5,277
|
|
|
971
|
|
|||
OTHER ITEMS
|
|
|
|
|
|
|
||||||
Gains on interest rate swaps and warrants, net
|
|
233
|
|
|
—
|
|
|
—
|
|
|||
Income from equity investments
|
|
373
|
|
|
331
|
|
|
357
|
|
|||
Total
|
|
606
|
|
|
331
|
|
|
357
|
|
|||
Income from continuing operations before income taxes
|
|
186
|
|
|
5,608
|
|
|
1,328
|
|
|||
Income tax expense
|
|
(693
|
)
|
|
(1,477
|
)
|
|
(17
|
)
|
|||
Income (loss) from continuing operations
|
|
(507
|
)
|
|
4,131
|
|
|
1,311
|
|
|||
Loss from discontinued operations, net of tax
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
(522
|
)
|
|
4,131
|
|
|
1,311
|
|
|||
Less: Net income attributable to noncontrolling interest
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Preferred stock dividends
|
|
(318
|
)
|
|
—
|
|
|
—
|
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
(985
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
|
|
|
|
|
|
|
||||||
PER COMMON SHARE
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations—basic
|
|
$
|
(1.20
|
)
|
|
$
|
5.40
|
|
|
$
|
1.71
|
|
(Loss) from discontinued operations—basic
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
(1.22
|
)
|
|
$
|
5.40
|
|
|
$
|
1.71
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations—diluted
|
|
$
|
(1.20
|
)
|
|
$
|
5.39
|
|
|
$
|
1.70
|
|
(Loss) from discontinued operations—diluted
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders—diluted
|
|
$
|
(1.22
|
)
|
|
$
|
5.39
|
|
|
$
|
1.70
|
|
DIVIDENDS PER COMMON SHARE
|
|
$
|
3.14
|
|
|
$
|
3.10
|
|
|
$
|
3.06
|
|
60
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
|
|
Consolidated Statements of Comprehensive Income
|
Occidental Petroleum Corporation
and Subsidiaries
|
|
|
Years Ended December 31,
|
||||||||||
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net income (loss)
|
|
$
|
(522
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
||||||
Foreign currency translation gains
|
|
—
|
|
|
—
|
|
|
3
|
|
|||
Unrealized gains (losses) on derivatives (a)
|
|
(129
|
)
|
|
(6
|
)
|
|
13
|
|
|||
Pension and postretirement gains (losses) (b)
|
|
78
|
|
|
137
|
|
|
(7
|
)
|
|||
Reclassification of realized losses (gains) on derivatives (c)
|
|
2
|
|
|
13
|
|
|
(1
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(49
|
)
|
|
144
|
|
|
8
|
|
|||
Comprehensive income (loss)
|
|
(571
|
)
|
|
4,275
|
|
|
1,319
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to preferred and common stockholders
|
|
$
|
(716
|
)
|
|
$
|
4,275
|
|
|
$
|
1,319
|
|
(a)
|
Net of tax of $36, $2 and $(7) in 2019, 2018 and 2017, respectively.
|
(b)
|
Net of tax of $(25), $(38) and $4 in 2019, 2018 and 2017, respectively. See Note 15 - Retirement and Postretirement Benefit Plans in the Notes to Consolidated Financial Statements for additional information.
|
(c)
|
Net of tax of $0, $(4) and $0 in 2019, 2018 and 2017, respectively.
|
OXY 2019 FORM 10-K
|
61
|
|
FINANCIAL STATEMENTS
|
|
Consolidated Statements of Stockholders’ Equity
|
Occidental Petroleum Corporation
and Subsidiaries
|
|
|
|
|
Equity Attributable to Common Stock
|
|
|
|
|
||||||||||||||||||||||||
millions, except per share amounts
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Treasury Stock
|
|
|
Additional Paid-in Capital
|
|
|
Retained Earnings
|
|
|
Accumulated Other Comprehensive Loss
|
|
|
Non-controlling Interests
|
|
|
Total Equity
|
|
||||||||
Balance, December 31, 2016
|
|
$
|
—
|
|
|
$
|
178
|
|
|
$
|
(9,143
|
)
|
|
$
|
7,747
|
|
|
$
|
22,981
|
|
|
$
|
(266
|
)
|
|
$
|
—
|
|
|
$
|
21,497
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,311
|
|
|
—
|
|
|
—
|
|
|
1,311
|
|
||||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||
Dividends on common stock, $3.06 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,357
|
)
|
|
—
|
|
|
—
|
|
|
(2,357
|
)
|
||||||||
Issuance of common stock and other, net
|
|
—
|
|
|
1
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138
|
|
||||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||||||
Balance, December 31, 2017
|
|
$
|
—
|
|
|
$
|
179
|
|
|
$
|
(9,168
|
)
|
|
$
|
7,884
|
|
|
$
|
21,935
|
|
|
$
|
(258
|
)
|
|
$
|
—
|
|
|
$
|
20,572
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,131
|
|
|
—
|
|
|
—
|
|
|
4,131
|
|
||||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
144
|
|
||||||||
Dividends on common stock, $3.10 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,374
|
)
|
|
—
|
|
|
—
|
|
|
(2,374
|
)
|
||||||||
Issuance of common stock and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
(1,305
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,305
|
)
|
||||||||
Reclassification of stranded tax effects (See Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
||||||||
Balance, December 31, 2018
|
|
$
|
—
|
|
|
$
|
179
|
|
|
$
|
(10,473
|
)
|
|
$
|
8,046
|
|
|
$
|
23,750
|
|
|
$
|
(172
|
)
|
|
$
|
—
|
|
|
$
|
21,330
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(667
|
)
|
|
—
|
|
|
145
|
|
|
(522
|
)
|
||||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
||||||||
Dividends on common stock, $3.14 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,585
|
)
|
|
—
|
|
|
—
|
|
|
(2,585
|
)
|
||||||||
Dividends on preferred stock, $3,489 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(318
|
)
|
|
—
|
|
|
—
|
|
|
(318
|
)
|
||||||||
Issuance of common stock, net
|
|
—
|
|
|
30
|
|
|
—
|
|
|
6,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,939
|
|
||||||||
Issuance of preferred stock
|
|
9,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,762
|
|
||||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
||||||||
Fair value of noncontrolling interest acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,895
|
|
|
4,895
|
|
||||||||
Noncontrolling interest distributions, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
(131
|
)
|
||||||||
Change in control WES
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,909
|
)
|
|
(4,909
|
)
|
||||||||
Balance, December 31, 2019
|
|
$
|
9,762
|
|
|
$
|
209
|
|
|
$
|
(10,653
|
)
|
|
$
|
14,955
|
|
|
$
|
20,180
|
|
|
$
|
(221
|
)
|
|
$
|
—
|
|
|
$
|
34,232
|
|
62
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
|
|
Consolidated Statements of Cash Flows
|
Occidental Petroleum Corporation
and Subsidiaries
|
|
Years Ended December 31,
|
||||||||||
millions
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
CASH FLOW FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(522
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
|
|
||||||
Discontinued operations, net
|
15
|
|
|
—
|
|
|
—
|
|
|||
Depreciation, depletion and amortization of assets
|
5,981
|
|
|
3,977
|
|
|
4,002
|
|
|||
Deferred income tax (benefit) provision
|
(1,027
|
)
|
|
371
|
|
|
(719
|
)
|
|||
Other noncash charges to income
|
940
|
|
|
34
|
|
|
219
|
|
|||
Asset impairments and other charges
|
1,328
|
|
|
561
|
|
|
545
|
|
|||
Gain on sales of equity investments and other assets, net
|
(622
|
)
|
|
(974
|
)
|
|
(667
|
)
|
|||
Undistributed earnings from affiliates
|
(50
|
)
|
|
(43
|
)
|
|
(68
|
)
|
|||
Dry hole expense
|
89
|
|
|
56
|
|
|
51
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Increase in receivables
|
(44
|
)
|
|
(740
|
)
|
|
(158
|
)
|
|||
Decrease (increase) in inventories
|
77
|
|
|
(108
|
)
|
|
(349
|
)
|
|||
Decrease in other current assets
|
186
|
|
|
94
|
|
|
39
|
|
|||
(Decrease) increase in accounts payable and accrued liabilities
|
793
|
|
|
195
|
|
|
(89
|
)
|
|||
Increase in current domestic and foreign income taxes
|
59
|
|
|
38
|
|
|
64
|
|
|||
Other operating, net
|
—
|
|
|
77
|
|
|
680
|
|
|||
Operating cash flow from continuing operations
|
7,203
|
|
|
7,669
|
|
|
4,861
|
|
|||
Operating cash flow from discontinued operations, net of taxes
|
172
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
7,375
|
|
|
7,669
|
|
|
4,861
|
|
|||
CASH FLOW FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(6,355
|
)
|
|
(4,975
|
)
|
|
(3,599
|
)
|
|||
Change in capital accrual
|
(282
|
)
|
|
55
|
|
|
122
|
|
|||
Purchase of businesses and assets, net
|
(28,088
|
)
|
|
(928
|
)
|
|
(1,064
|
)
|
|||
Proceeds from sale of assets and equity investments, net
|
6,143
|
|
|
2,824
|
|
|
1,403
|
|
|||
Equity investments and other, net
|
(291
|
)
|
|
(182
|
)
|
|
59
|
|
|||
Investing cash flow from continuing operations
|
(28,873
|
)
|
|
(3,206
|
)
|
|
(3,079
|
)
|
|||
Investing cash flow from discontinued operations
|
(154
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used by investing activities
|
(29,027
|
)
|
|
(3,206
|
)
|
|
(3,079
|
)
|
|||
CASH FLOW FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt, net - Occidental
|
21,557
|
|
|
978
|
|
|
—
|
|
|||
Payments of long-term debt, net - Occidental
|
(6,959
|
)
|
|
(500
|
)
|
|
—
|
|
|||
Proceeds from long-term debt, net - WES
|
1,459
|
|
|
—
|
|
|
—
|
|
|||
Payments of long-term debt, net - WES
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common and preferred stock
|
10,028
|
|
|
33
|
|
|
28
|
|
|||
Purchases of treasury stock
|
(237
|
)
|
|
(1,248
|
)
|
|
(25
|
)
|
|||
Cash dividends paid
|
(2,624
|
)
|
|
(2,374
|
)
|
|
(2,346
|
)
|
|||
Distributions to noncontrolling interest
|
(257
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing, net
|
229
|
|
|
9
|
|
|
—
|
|
|||
Financing cash flow from continuing operations
|
22,196
|
|
|
(3,102
|
)
|
|
(2,343
|
)
|
|||
Financing cash flow from discontinued operations
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided (used) by financing activities
|
22,193
|
|
|
(3,102
|
)
|
|
(2,343
|
)
|
|||
|
|
|
|
|
|
||||||
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
|
541
|
|
|
1,361
|
|
|
(561
|
)
|
|||
Cash and cash equivalents — beginning of year
|
3,033
|
|
|
1,672
|
|
|
2,233
|
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents — end of year
|
$
|
3,574
|
|
|
$
|
3,033
|
|
|
$
|
1,672
|
|
OXY 2019 FORM 10-K
|
63
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
Notes to Consolidated Financial Statements
|
Occidental Petroleum Corporation
and Subsidiaries
|
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
64
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
OXY 2019 FORM 10-K
|
65
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
December 31, 2019
|
|
|
Cash and cash equivalents
|
|
$
|
3,032
|
|
Restricted cash and restricted cash equivalents
|
|
480
|
|
|
Cash and restricted cash included in assets held for sale
|
|
8
|
|
|
Restricted cash and restricted cash equivalents included in long-term receivables and other assets, net
|
|
54
|
|
|
Cash, cash equivalents, restricted cash, and restricted cash equivalents
|
|
$
|
3,574
|
|
66
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Balance — beginning of year
|
|
$
|
112
|
|
|
$
|
108
|
|
|
$
|
56
|
|
Exploratory well costs acquired through the Acquisition
|
|
231
|
|
|
—
|
|
|
—
|
|
|||
Additions to capitalized exploratory well costs pending the determination of proved reserves
|
|
383
|
|
|
220
|
|
|
201
|
|
|||
Reclassifications to property, plant and equipment based on the determination of proved reserves
|
|
(230
|
)
|
|
(198
|
)
|
|
(128
|
)
|
|||
Capitalized exploratory well costs charged to expense
|
|
(72
|
)
|
|
(18
|
)
|
|
(21
|
)
|
|||
Balance — end of year
|
|
$
|
424
|
|
|
$
|
112
|
|
|
$
|
108
|
|
OXY 2019 FORM 10-K
|
67
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
68
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
Ø
|
Occidental values exchange-cleared commodity derivatives using closing prices provided by the exchange as of the balance sheet date. These derivatives are classified as Level 1.
|
Ø
|
Over-the-Counter (OTC) bilateral financial commodity contracts, foreign exchange contracts, interest rate swaps, warrants, 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.
|
Ø
|
Occidental values debt using market-observable information for debt instruments that are traded on secondary markets. For debt instruments that are not traded, the fair value is determined by interpolating the value based on debt with similar terms and credit risk.
|
OXY 2019 FORM 10-K
|
69
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
70
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
2019
|
|
|
2018
|
|
||
Beginning balance
|
|
$
|
1,499
|
|
|
$
|
1,312
|
|
Liabilities assumed in the Acquisition
|
|
3,344
|
|
|
—
|
|
||
Liabilities incurred – capitalized to PP&E
|
|
131
|
|
|
31
|
|
||
Liabilities settled and paid
|
|
(200
|
)
|
|
(40
|
)
|
||
Accretion expense
|
|
71
|
|
|
67
|
|
||
Acquisitions, dispositions and other
|
|
—
|
|
|
(18
|
)
|
||
WES loss of control
|
|
(359
|
)
|
|
—
|
|
||
Revisions to previous estimates
|
|
147
|
|
|
147
|
|
||
Ending balance (a)
|
|
$
|
4,633
|
|
|
$
|
1,499
|
|
(a)
|
The ending balance included $248 million and $75 million related to the current balance of AROs that are included in Accrued Liabilities on the Consolidated Balance Sheets at December 31, 2019 and 2018, respectively.
|
OXY 2019 FORM 10-K
|
71
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
72
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 2 - ACCOUNTING AND DISCLOSURE CHANGES
|
OXY 2019 FORM 10-K
|
73
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 3 - THE ACQUISITION
|
millions except per-share amounts
|
As of August 8, 2019
|
|||
Total shares of Anadarko common stock eligible for Acquisition consideration
|
|
491.6
|
|
|
Cash consideration (per share of common stock and shares underlying Anadarko stock-based awards eligible for Acquisition consideration)
|
|
$
|
59.00
|
|
Cash portion of Acquisition consideration
|
|
$
|
29,002
|
|
|
|
|
||
Total shares of Anadarko common stock eligible for Acquisition consideration
|
|
491.6
|
|
|
Exchange ratio (per share of Anadarko common stock)
|
|
0.2934
|
|
|
Total shares of Occidental common stock issued to Anadarko stockholders
|
|
144
|
|
|
Average share price of Occidental common stock at August 8, 2019
|
|
$
|
46.31
|
|
Stock portion of Acquisition consideration
|
|
$
|
6,679
|
|
|
|
|
||
Acquisition consideration attributable to Anadarko stock-based awards
|
|
$
|
23
|
|
|
|
|
||
Total Acquisition consideration
|
|
$
|
35,704
|
|
74
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
As of August 8, 2019
|
|
||
Fair value of assets acquired:
|
|
|
||
Current assets
|
|
$
|
3,596
|
|
Africa Assets held for sale
|
|
10,616
|
|
|
Investments in unconsolidated entities
|
|
194
|
|
|
Property, plant and equipment
|
|
49,074
|
|
|
Other assets
|
|
836
|
|
|
Amount attributable to assets acquired
|
|
$
|
64,316
|
|
|
|
|
||
Fair value of liabilities assumed:
|
|
|
||
Current liabilities
|
|
$
|
3,410
|
|
Liabilities of Africa Assets held for sale
|
|
2,200
|
|
|
Long-term debt
|
|
13,240
|
|
|
Deferred income taxes
|
|
8,607
|
|
|
Asset retirement obligations
|
|
2,724
|
|
|
Pension and post-retirement obligations
|
|
1,072
|
|
|
Non-current derivative liabilities
|
|
1,280
|
|
|
Other long-term liabilities
|
|
2,323
|
|
|
Amount attributable to liabilities assumed
|
|
$
|
34,856
|
|
|
|
|
||
Net assets
|
|
$
|
29,460
|
|
Fair value of WES net assets acquired less noncontrolling interests (a)
|
|
$
|
6,244
|
|
Total Acquisition consideration
|
|
$
|
35,704
|
|
(a)
|
See Note 1 - Summary of Significant Accounting Policies for a discussion of the WES investment.
|
OXY 2019 FORM 10-K
|
75
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
As of August 8, 2019
|
|
||
Fair value of WES assets acquired:
|
|
|
||
Current assets
|
|
$
|
499
|
|
Investments in unconsolidated entities
|
|
2,425
|
|
|
Property, plant and equipment
|
|
10,160
|
|
|
Intangible assets - customer relationships
|
|
1,800
|
|
|
Goodwill
|
|
5,772
|
|
|
Other assets
|
|
342
|
|
|
Amount attributable to assets acquired
|
|
$
|
20,998
|
|
|
|
|
||
Fair value of WES liabilities assumed:
|
|
|
||
Current liabilities
|
|
$
|
815
|
|
Long-term debt
|
|
7,407
|
|
|
Deferred income taxes
|
|
1,174
|
|
|
Asset retirement obligations
|
|
321
|
|
|
Other long-term liabilities
|
|
142
|
|
|
Amount attributable to liabilities assumed
|
|
$
|
9,859
|
|
|
|
|
||
Net assets
|
|
$
|
11,139
|
|
Less: Fair value of noncontrolling interests in WES
|
|
$
|
4,895
|
|
Fair value of WES net assets acquired less noncontrolling interests
|
|
$
|
6,244
|
|
76
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
|
|
Year ended December 31,
|
||||||
millions except per-share amounts
|
|
2019
|
|
|
2018
|
|
||
Revenues
|
|
$
|
28,723
|
|
|
$
|
31,206
|
|
Net income (loss) attributable to common stockholders (a)
|
|
$
|
(769
|
)
|
|
$
|
2,965
|
|
Net income (loss) attributable to common stockholders per share—basic
|
|
$
|
(0.95
|
)
|
|
$
|
3.26
|
|
Net income (loss) attributable to common stockholders per share—diluted
|
|
$
|
(0.95
|
)
|
|
$
|
3.25
|
|
(a)
|
Excluding the pro-forma results of WES, net income (loss) attributable to common stockholders would be $(1.1) billion and $2.8 billion for the years ended December 31, 2019 and 2018, respectively.
|
millions
|
|
2019
|
|
|
Employee severance and related employee cost
|
|
$
|
1,033
|
|
Licensing fees for critical seismic data
|
|
401
|
|
|
Bank, legal, consulting and other
|
|
213
|
|
|
Total
|
|
$
|
1,647
|
|
OXY 2019 FORM 10-K
|
77
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 4 - ACQUISITIONS, DISPOSITIONS AND OTHER TRANSACTIONS
|
millions
|
2019
|
|
|
Revenues and other income
|
|
||
Net sales
|
$
|
739
|
|
|
|
||
Costs and other deductions
|
|
||
Oil and gas lease operating expense
|
$
|
81
|
|
Transportation expense
|
14
|
|
|
Taxes other than on income
|
133
|
|
|
Fair value adjustment on assets held for sale
|
244
|
|
|
Other
|
53
|
|
|
Total costs and other deductions
|
$
|
525
|
|
|
|
||
Income before income taxes
|
$
|
214
|
|
Income tax expense
|
(229
|
)
|
|
Discontinued operations, net of tax
|
$
|
(15
|
)
|
millions
|
2019
|
|
|
Current assets
|
$
|
289
|
|
Property, plant and equipment, net
|
5,481
|
|
|
Long-term receivables and other assets, net
|
256
|
|
|
Assets held for sale (a)
|
$
|
6,026
|
|
|
|
||
Current liabilities
|
$
|
452
|
|
Long-term debt, net - finance leases
|
185
|
|
|
Deferred income taxes
|
1,112
|
|
|
Asset retirement obligations
|
181
|
|
|
Other
|
80
|
|
|
Liabilities of assets held for sale (a)
|
$
|
2,010
|
|
Net assets held for sale
|
$
|
4,016
|
|
(a)
|
Assets and liabilities held for sale at December 31, 2019 included South Africa assets which were sold to Total in January 2020.
|
78
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
OXY 2019 FORM 10-K
|
79
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 5 - REVENUE
|
80
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
2019
|
|
|
2018
|
|
||
Revenue from customers
|
|
$
|
18,674
|
|
|
$
|
15,560
|
|
All other revenues (a)
|
|
1,719
|
|
|
2,264
|
|
||
Net sales
|
|
$
|
20,393
|
|
|
$
|
17,824
|
|
(a)
|
Included net marketing derivatives, oil collars and calls and chemical exchange contracts.
|
millions
|
|
United States
|
|
|
Middle East
|
|
|
Latin America
|
|
|
Other International
|
|
|
Eliminations
|
|
|
Total
|
|
||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil
|
|
$
|
8,411
|
|
|
$
|
2,758
|
|
|
$
|
683
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,852
|
|
NGL
|
|
658
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
921
|
|
||||||
Gas
|
|
424
|
|
|
319
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
763
|
|
||||||
Other
|
|
(1
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Segment total
|
|
$
|
9,492
|
|
|
$
|
3,335
|
|
|
$
|
703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,530
|
|
Chemical
|
|
$
|
3,858
|
|
|
$
|
—
|
|
|
$
|
155
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
4,080
|
|
Marketing and Midstream (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gas processing
|
|
$
|
395
|
|
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
746
|
|
WES - Gas processing and pipeline
|
|
1,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,110
|
|
||||||
Power and other
|
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
472
|
|
||||||
Segment total
|
|
$
|
1,977
|
|
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,328
|
|
Eliminations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,264
|
)
|
|
$
|
(1,264
|
)
|
Consolidated
|
|
$
|
15,327
|
|
|
$
|
3,686
|
|
|
$
|
858
|
|
|
$
|
67
|
|
|
$
|
(1,264
|
)
|
|
$
|
18,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil
|
|
$
|
5,125
|
|
|
$
|
3,405
|
|
|
$
|
715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,245
|
|
NGL
|
|
430
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
691
|
|
||||||
Gas
|
|
185
|
|
|
294
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
495
|
|
||||||
Other
|
|
7
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Segment total
|
|
$
|
5,747
|
|
|
$
|
3,963
|
|
|
$
|
731
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,441
|
|
Chemical
|
|
$
|
4,363
|
|
|
$
|
—
|
|
|
$
|
205
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
4,648
|
|
Marketing and Midstream
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gas processing
|
|
$
|
557
|
|
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
982
|
|
Pipelines
|
|
311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
311
|
|
||||||
Power and other
|
|
108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
||||||
Segment total
|
|
$
|
976
|
|
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,401
|
|
Eliminations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(930
|
)
|
|
$
|
(930
|
)
|
Consolidated
|
|
$
|
11,086
|
|
|
$
|
4,388
|
|
|
$
|
936
|
|
|
$
|
80
|
|
|
$
|
(930
|
)
|
|
$
|
15,560
|
|
(a)
|
The marketing and midstream segment included revenues from customers from WES from the date of the Acquisition to December 31, 2019. See Note 1 - Summary of Significant Accounting Policies.
|
OXY 2019 FORM 10-K
|
81
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
Total
|
|
|
2020
|
$
|
103
|
|
2021
|
103
|
|
|
2022
|
7
|
|
|
2023
|
7
|
|
|
2024
|
7
|
|
|
Thereafter
|
53
|
|
|
Total
|
$
|
280
|
|
NOTE 6 - INVENTORIES
|
millions
|
|
2019
|
|
|
2018
|
|
||
Raw materials
|
|
$
|
75
|
|
|
$
|
74
|
|
Materials and supplies
|
|
879
|
|
|
445
|
|
||
Commodity inventory and finished goods
|
|
533
|
|
|
788
|
|
||
|
|
1,487
|
|
|
1,307
|
|
||
Revaluation to LIFO
|
|
(40
|
)
|
|
(47
|
)
|
||
Total
|
|
$
|
1,447
|
|
|
$
|
1,260
|
|
82
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 7 - LONG-TERM DEBT
|
millions
|
December 31, 2019
|
|
||
4.850% senior notes due 2021
|
|
$
|
677
|
|
2.600% senior notes due 2021
|
|
1,500
|
|
|
4.100% senior notes due 2021
|
|
1,249
|
|
|
Variable rate bonds due 2021 (2.854% as of December 31, 2019)
|
|
500
|
|
|
Variable rate bonds due 2021 (3.151% as of December 31, 2019)
|
|
500
|
|
|
2-year variable rate Term Loan due 2021 (3.111% as of December 31, 2019)
|
|
1,956
|
|
|
2.700% senior notes due 2022
|
|
2,000
|
|
|
3.125% senior notes due 2022
|
|
814
|
|
|
2.600% senior notes due 2022
|
|
400
|
|
|
Variable rate bonds due 2022 (3.360% as of December 31, 2019)
|
|
1,500
|
|
|
2.700% senior notes due 2023
|
|
1,191
|
|
|
8.750% medium-term notes due 2023
|
|
22
|
|
|
2.900% senior notes due 2024
|
|
3,000
|
|
|
6.950% senior notes due 2024
|
|
650
|
|
|
3.450% senior notes due 2024
|
|
248
|
|
|
3.500% senior notes due 2025
|
|
750
|
|
|
5.550% senior notes due 2026
|
|
1,100
|
|
|
3.200% senior notes due 2026
|
|
1,000
|
|
|
3.400% senior notes due 2026
|
|
1,150
|
|
|
7.500% debentures due 2026
|
|
112
|
|
|
3.000% senior notes due 2027
|
|
750
|
|
|
7.125% debentures due 2027
|
|
150
|
|
|
7.000% debentures due 2027
|
|
48
|
|
|
6.625% debentures due 2028
|
|
14
|
|
|
7.150% debentures due 2028
|
|
235
|
|
|
7.200% senior debentures due 2028
|
|
82
|
|
|
7.200% debentures due 2029
|
|
135
|
|
|
7.950% debentures due 2029
|
|
116
|
|
|
8.450% senior debentures due 2029
|
|
116
|
|
|
3.500% senior notes due 2029
|
|
1,500
|
|
|
Variable rate bonds due 2030 (1.705% as of December 31, 2019)
|
|
68
|
|
|
7.500% senior notes due 2031
|
|
900
|
|
|
7.875% senior notes due 2031
|
|
500
|
|
|
6.450% senior notes due 2036
|
|
1,750
|
|
|
Zero Coupon senior notes due 2036
|
|
2,271
|
|
|
6.500% note payable to WES due 2038
|
|
260
|
|
|
4.300% senior notes due 2039
|
|
750
|
|
|
7.950% senior notes due 2039
|
|
325
|
|
|
6.200% senior notes due 2040
|
|
750
|
|
|
4.500% senior notes due 2044
|
|
625
|
|
|
4.625% senior notes due 2045
|
|
750
|
|
|
6.600% senior notes due 2046
|
|
1,100
|
|
|
4.400% senior notes due 2046
|
|
1,200
|
|
|
4.100% senior notes due 2047
|
|
750
|
|
|
4.200% senior notes due 2048
|
|
1,000
|
|
|
4.400% senior notes due 2049
|
|
750
|
|
|
7.730% debentures due 2096
|
|
60
|
|
|
7.500% debentures due 2096
|
|
78
|
|
|
7.250% debentures due 2096
|
|
49
|
|
|
Total borrowings at face value(a)
|
|
37,401
|
|
|
Adjustments to book value:
|
|
|
||
Unamortized premium, net
|
|
914
|
|
|
Debt issuance costs
|
|
(125
|
)
|
|
Long-term finance leases
|
|
347
|
|
|
Long-term Debt, net
|
|
$
|
38,537
|
|
(a)
|
Total borrowings at face value included a $310 thousand 7.25% senior note due 2025.
|
OXY 2019 FORM 10-K
|
83
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
December 31, 2018
|
|
||
Occidental
|
|
|
||
9.250% senior debentures due 2019
|
|
$
|
116
|
|
4.100% senior notes due 2021
|
|
1,249
|
|
|
3.125% senior notes due 2022
|
|
813
|
|
|
2.600% senior notes due 2022
|
|
400
|
|
|
2.700% senior notes due 2023
|
|
1,191
|
|
|
8.750% medium-term notes due 2023
|
|
22
|
|
|
3.500% senior notes due 2025
|
|
750
|
|
|
3.400% senior notes due 2026
|
|
1,150
|
|
|
3.000% senior notes due 2027
|
|
750
|
|
|
7.200% senior debentures due 2028
|
|
82
|
|
|
8.450% senior debentures due 2029
|
|
116
|
|
|
4.625% senior notes due 2045
|
|
750
|
|
|
4.400% senior notes due 2046
|
|
1,200
|
|
|
4.100% senior notes due 2047
|
|
750
|
|
|
4.200% senior notes due 2048
|
|
1,000
|
|
|
Variable rate bonds due 2030 (1.9% as of December 31, 2018)
|
|
68
|
|
|
Total borrowings at face value
|
|
10,407
|
|
|
Adjustments to book value:
|
|
|
||
Unamortized discount, net
|
|
(36
|
)
|
|
Debt issuance costs
|
|
(54
|
)
|
|
Current maturities
|
|
(116
|
)
|
|
Long-term Debt, net
|
|
$
|
10,201
|
|
84
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 8 - LEASE COMMITMENTS
|
Ø
|
Existing or expired land easements as of December 31, 2018, were not reassessed to determine whether or not they contained a lease.
|
Ø
|
Leases with a lease term of 12 months or less from lease commencement date are considered short-term leases and not recorded on the Consolidated Balance Sheet; however, the lease expenditures recognized are captured and reported as incurred.
|
Ø
|
For asset classes, except long-term drilling rigs, Occidental elected to account for the lease and non-lease components as a single lease component as the non-lease portions were not significant to separate in determining the lease liability. For long-term drilling rig contracts, Occidental bifurcated the lease and non-lease components using relative fair value as a stand-alone selling price between the asset rental and the services obtained.
|
OXY 2019 FORM 10-K
|
85
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
Operating Leases
|
|
|
Finance Leases
|
|
|
Total
|
|
|||
2019
|
$
|
90
|
|
|
$
|
7
|
|
|
$
|
97
|
|
2020
|
172
|
|
|
17
|
|
|
189
|
|
|||
2021
|
64
|
|
|
16
|
|
|
80
|
|
|||
2022
|
42
|
|
|
13
|
|
|
55
|
|
|||
2023
|
28
|
|
|
8
|
|
|
36
|
|
|||
Thereafter
|
136
|
|
|
43
|
|
|
179
|
|
|||
Total lease payments
|
$
|
532
|
|
|
$
|
104
|
|
|
$
|
636
|
|
Less: Interest
|
(44
|
)
|
|
(18
|
)
|
|
(62
|
)
|
|||
Total lease liabilities (a)
|
$
|
488
|
|
|
$
|
86
|
|
|
$
|
574
|
|
(a)
|
Excluded operating and finance leases associated with the Africa Assets of $74 million and $201 million, respectively.
|
millions
|
|
Balance sheet location
|
|
2019
|
||
Assets:
|
|
|
|
|
||
Operating
|
|
Operating lease assets
|
|
$
|
1,385
|
|
Finance
|
|
Property, plant and equipment
|
|
397
|
|
|
Total lease assets
|
|
|
|
$
|
1,782
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current operating lease liabilities
|
|
$
|
569
|
|
Finance
|
|
Current maturities of long-term debt
|
|
51
|
|
|
Non-current
|
|
|
|
|
||
Operating
|
|
Deferred credits and other liabilities - Operating lease liabilities
|
|
854
|
|
|
Finance
|
|
Long-term debt, net
|
|
347
|
|
|
Total lease liabilities
|
|
|
|
$
|
1,821
|
|
86
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
Operating Leases(a)
|
|
|
Finance Leases(b)
|
|
|
Total
|
|
|||
2020
|
$
|
555
|
|
|
$
|
53
|
|
|
$
|
608
|
|
2021
|
408
|
|
|
45
|
|
|
453
|
|
|||
2022
|
136
|
|
|
41
|
|
|
177
|
|
|||
2023
|
99
|
|
|
37
|
|
|
136
|
|
|||
2024
|
81
|
|
|
34
|
|
|
115
|
|
|||
Thereafter
|
254
|
|
|
275
|
|
|
529
|
|
|||
Total lease payments
|
1,533
|
|
|
485
|
|
|
2,018
|
|
|||
Less: Interest
|
(110
|
)
|
|
(87
|
)
|
|
(197
|
)
|
|||
Total lease liabilities
|
$
|
1,423
|
|
|
$
|
398
|
|
|
$
|
1,821
|
|
(a)
|
The weighted-average remaining lease term is 4.6 years and the weighted-average discount rate is 2.53%.
|
(b)
|
The weighted-average remaining lease term is 11.6 years and the weighted-average discount rate is 3.74%.
|
millions
|
|
Operating Leases
|
|
|
2019
|
|
$
|
186
|
|
2020
|
|
147
|
|
|
2021
|
|
96
|
|
|
2022
|
|
68
|
|
|
2023
|
|
49
|
|
|
Thereafter
|
|
158
|
|
|
Total minimum lease payments(a)
|
|
$
|
704
|
|
(a)
|
The amount represents the future undiscounted cash flows at December 31, 2018, excluding any amount associated with the Acquisition.
|
millions
|
Year ended December 31, 2019
|
|
||
Lease cost classification(a)
|
||||
Operating lease costs(b)
|
|
|
||
Property, plant and equipment, net
|
|
$
|
449
|
|
Operating expense and cost of sales
|
|
391
|
|
|
Selling, general and administrative expenses
|
|
92
|
|
|
Finance lease cost
|
|
|
||
Amortization of ROU assets
|
|
19
|
|
|
Interest on lease liabilities
|
|
2
|
|
|
Total lease cost
|
|
$
|
953
|
|
(a)
|
Amounts reflected are gross before joint-interest recoveries.
|
(b)
|
Included short-term lease cost of $404 million for the twelve months ended December 31, 2019, and variable lease cost of $162 million for the twelve months ended December 31, 2019.
|
millions
|
Year ended December 31, 2019
|
|
||
Operating cash flows
|
|
$
|
262
|
|
Investing cash flows
|
|
$
|
112
|
|
Financing cash flows (a)
|
|
$
|
19
|
|
(a)
|
Excludes cash received of approximately $300 million associated with the failed sale-leaseback, see Note 4 - Acquisitions, Dispositions and Other.
|
OXY 2019 FORM 10-K
|
87
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 9 - DERIVATIVES
|
Collars and Calls, not designated as hedges
|
|
|
||||
2020 Settlement
|
|
|
||||
Three-way collars (oil MMBBL)
|
|
128.1
|
|
|||
|
Volume weighted average price per barrel (Brent oil pricing)
|
|
|
|||
|
|
Ceiling sold price (call)
|
|
$
|
74.16
|
|
|
|
Floor purchased price (put)
|
|
$
|
55.00
|
|
|
|
Floor sold price (put)
|
|
$
|
45.00
|
|
|
|
|
|
|
||
2021 Settlement
|
|
|
||||
Call options sold (oil MMBBL)
|
|
127.8
|
|
|||
|
Volume weighted average price per barrel (Brent oil pricing)
|
|
|
|||
|
|
Ceiling sold price (call)
|
|
$
|
74.16
|
|
88
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions except percentages
|
|
|
|
Mandatory
|
|
Weighted-Average
|
|
|||
Notional Principal Amount
|
|
Reference Period
|
|
Termination Date
|
|
Interest Rate
|
|
|||
$
|
550
|
|
|
|
September 2016 - 2046
|
|
September 2020
|
|
6.418
|
%
|
$
|
125
|
|
|
|
September 2016 - 2046
|
|
September 2022
|
|
6.835
|
%
|
$
|
100
|
|
|
|
September 2017 - 2047
|
|
September 2020
|
|
6.891
|
%
|
$
|
250
|
|
|
|
September 2017 - 2047
|
|
September 2021
|
|
6.570
|
%
|
$
|
450
|
|
|
|
September 2017 - 2047
|
|
September 2023
|
|
6.445
|
%
|
|
|
2019
|
|
|
2018
|
|
Oil Commodity Contracts
|
|
|
|
|
||
Volume (MMBBL)
|
|
55
|
|
|
61
|
|
Natural gas commodity contracts
|
|
|
|
|
||
Volume (Bcf)
|
|
(128
|
)
|
|
(142
|
)
|
OXY 2019 FORM 10-K
|
89
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
Fair Value Measurements Using
|
|
|
|
Total Fair Value
|
|
|||||||||||||
Balance Sheet Classification
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Netting (a)
|
|
|
|||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil Collars and Calls
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other current assets
|
|
$
|
—
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92
|
|
Deferred credits and other liabilities - other
|
|
—
|
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
|
(160
|
)
|
|||||
Marketing Derivatives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other current assets
|
|
945
|
|
|
79
|
|
|
—
|
|
|
(973
|
)
|
|
51
|
|
|||||
Long-term receivables and other assets, net
|
|
4
|
|
|
12
|
|
|
—
|
|
|
(4
|
)
|
|
12
|
|
|||||
Accrued liabilities
|
|
(1,008
|
)
|
|
(44
|
)
|
|
—
|
|
|
973
|
|
|
(79
|
)
|
|||||
Deferred credits and other liabilities - other
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
|||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other current assets
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Long-term receivables and other assets, net
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Accrued liabilities
|
|
—
|
|
|
(657
|
)
|
|
—
|
|
|
—
|
|
|
(657
|
)
|
|||||
Deferred credits and other liabilities - other
|
|
—
|
|
|
(776
|
)
|
|
—
|
|
|
—
|
|
|
(776
|
)
|
|||||
Warrant
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred credits and other liabilities - other
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing Derivatives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other current assets
|
|
$
|
2,531
|
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
(2,392
|
)
|
|
$
|
249
|
|
Long-term receivables and other assets, net
|
|
5
|
|
|
9
|
|
|
—
|
|
|
(6
|
)
|
|
8
|
|
|||||
Accrued liabilities
|
|
(2,357
|
)
|
|
(101
|
)
|
|
—
|
|
|
2,392
|
|
|
(66
|
)
|
|||||
Deferred credits and other liabilities - other
|
|
(6
|
)
|
|
(2
|
)
|
|
—
|
|
|
6
|
|
|
(2
|
)
|
(a)
|
These amounts do not include collateral. As of December 31, 2019, $104 million of collateral has been netted against derivative liabilities related to interest rate swaps. Occidental had $65 million and $54 million of initial margin deposited with brokers as of December 31, 2019 and 2018, respectively, related to marketing derivatives.
|
90
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
December 31,
|
||||||||||
Income Statement Classification
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
|
|
|
|
|
|
|
||||||
Oil Collars and Calls
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
(107
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketing Derivatives
|
|
|
|
|
|
|
||||||
Net sales (a)
|
|
1,804
|
|
|
2,254
|
|
|
(138
|
)
|
|||
Interest Rate Swaps (Excluding WES)
|
|
|
|
|
|
|
||||||
Gain on interest rate swaps and warrants, net
|
|
122
|
|
|
—
|
|
|
—
|
|
|||
Interest Rate Swaps (WES)
|
|
|
|
|
|
|
||||||
Gain on interest rate swaps and warrants, net
|
|
30
|
|
|
—
|
|
|
—
|
|
|||
Warrant
|
|
|
|
|
|
|
||||||
Gain on interest rate swaps and warrants, net
|
|
81
|
|
|
—
|
|
|
—
|
|
(a)
|
Included derivative and non-derivative marketing activity.
|
NOTE 10 - ENVIRONMENTAL LIABILITIES AND EXPENDITURES
|
OXY 2019 FORM 10-K
|
91
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
|
|
2019
|
|
2018
|
||||||||||
millions, except number of sites
|
|
Number of Sites
|
|
|
Remediation Balance
|
|
|
Number of Sites
|
|
|
Remediation Balance
|
|
||
NPL sites
|
|
36
|
|
|
$
|
463
|
|
|
34
|
|
|
$
|
458
|
|
Third-party sites
|
|
74
|
|
|
311
|
|
|
68
|
|
|
168
|
|
||
Occidental-operated sites
|
|
17
|
|
|
154
|
|
|
14
|
|
|
115
|
|
||
Closed or non-operated Occidental sites
|
|
50
|
|
|
269
|
|
|
29
|
|
|
141
|
|
||
Total
|
|
177
|
|
|
$
|
1,197
|
|
|
145
|
|
|
$
|
882
|
|
92
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 11 - LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES
|
OXY 2019 FORM 10-K
|
93
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 12 - INCOME TAXES
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Domestic
|
|
$
|
(1,632
|
)
|
|
$
|
3,431
|
|
|
$
|
(609
|
)
|
Foreign
|
|
1,818
|
|
|
2,177
|
|
|
1,937
|
|
|||
Total
|
|
$
|
186
|
|
|
$
|
5,608
|
|
|
$
|
1,328
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
33
|
|
|
$
|
(23
|
)
|
|
$
|
(81
|
)
|
State and Local
|
|
46
|
|
|
52
|
|
|
11
|
|
|||
Foreign
|
|
1,641
|
|
|
1,077
|
|
|
806
|
|
|||
Total current tax expense
|
|
$
|
1,720
|
|
|
$
|
1,106
|
|
|
$
|
736
|
|
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(130
|
)
|
|
422
|
|
|
(856
|
)
|
|||
State and Local
|
|
17
|
|
|
12
|
|
|
23
|
|
|||
Foreign
|
|
(914
|
)
|
|
(63
|
)
|
|
114
|
|
|||
Total deferred tax expense (benefit)
|
|
$
|
(1,027
|
)
|
|
$
|
371
|
|
|
$
|
(719
|
)
|
Total income tax expense
|
|
$
|
693
|
|
|
$
|
1,477
|
|
|
$
|
17
|
|
94
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
U.S. federal statutory tax rate
|
|
21
|
%
|
|
21
|
%
|
|
35
|
%
|
Enhanced oil recovery credit and other general business credits
|
|
(4
|
)
|
|
(3
|
)
|
|
(9
|
)
|
Change in federal income tax rate
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
Tax (benefit) expense due to reversal of indefinite reinvestment assertion
|
|
—
|
|
|
(2
|
)
|
|
7
|
|
Tax impact from foreign operations
|
|
187
|
|
|
11
|
|
|
12
|
|
State income taxes, net of federal benefit
|
|
28
|
|
|
1
|
|
|
2
|
|
Uncertain tax positions
|
|
13
|
|
|
—
|
|
|
—
|
|
Transaction costs
|
|
19
|
|
|
—
|
|
|
—
|
|
Non-controlling interest
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
Executive compensation limitation
|
|
24
|
|
|
—
|
|
|
—
|
|
Stock warrants
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
WES loss of control
|
|
113
|
|
|
—
|
|
|
—
|
|
Other
|
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
Worldwide effective tax rate
|
|
373
|
%
|
|
26
|
%
|
|
1
|
%
|
millions
|
|
2019
|
|
|
2018
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Property, plant and equipment differences
|
|
$
|
(12,375
|
)
|
|
$
|
(2,089
|
)
|
Equity investments, partnerships and foreign subsidiaries
|
|
(989
|
)
|
|
(161
|
)
|
||
Gross long-term deferred tax liabilities
|
|
(13,364
|
)
|
|
(2,250
|
)
|
||
|
|
|
|
|
||||
Deferred tax assets
|
|
|
|
|
||||
Environmental reserves
|
|
261
|
|
|
195
|
|
||
Postretirement benefit accruals
|
|
441
|
|
|
176
|
|
||
Deferred compensation and benefits
|
|
266
|
|
|
170
|
|
||
Asset retirement obligations
|
|
906
|
|
|
280
|
|
||
Foreign tax credit carryforwards
|
|
4,379
|
|
|
2,356
|
|
||
General business credit carryforwards
|
|
443
|
|
|
429
|
|
||
Net operating loss carryforward
|
|
692
|
|
|
29
|
|
||
Interest expense carryforward
|
|
492
|
|
|
—
|
|
||
All other
|
|
782
|
|
|
111
|
|
||
Gross long-term deferred tax assets
|
|
8,662
|
|
|
3,746
|
|
||
Valuation allowance
|
|
(4,959
|
)
|
|
(2,403
|
)
|
||
Net long-term deferred tax assets
|
|
$
|
3,703
|
|
|
$
|
1,343
|
|
Less: Foreign deferred tax asset in long-term receivables and other assets, net
|
|
$
|
(56
|
)
|
|
$
|
—
|
|
Total deferred income taxes, net
|
|
$
|
(9,717
|
)
|
|
$
|
(907
|
)
|
OXY 2019 FORM 10-K
|
95
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Balance at January 1
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
22
|
|
Increase related to Anadarko Acquisition
|
|
2,143
|
|
|
—
|
|
|
—
|
|
|||
Increases related to current-year positions
|
|
30
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
2,173
|
|
|
$
|
—
|
|
|
$
|
22
|
|
NOTE 13 - STOCKHOLDERS’ EQUITY
|
Shares in thousands
|
|
Common Stock
|
|
Balance, December 31, 2016
|
|
892,215
|
|
Issued
|
|
1,252
|
|
Options exercised and other, net
|
|
2
|
|
Balance, December 31, 2017
|
|
893,469
|
|
Issued
|
|
1,628
|
|
Options exercised and other, net
|
|
19
|
|
Balance, December 31, 2018
|
|
895,116
|
|
Issued in the ordinary course
|
|
3,188
|
|
Issued as part of the Acquisition (a)
|
|
146,131
|
|
Balance, December 31, 2019
|
|
1,044,435
|
|
(a)
|
Included approximately 2 million shares of common stock issued to a benefits trust for former Anadarko employees treated as treasury stock at December 31, 2019.
|
96
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions except per share amounts
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Income (loss) from continuing operations
|
|
$
|
(507
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
Loss from discontinued operations
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
$
|
(522
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
Less: Net income attributable to noncontrolling interest
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Preferred stock dividends
|
|
(318
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common stock
|
|
$
|
(985
|
)
|
|
$
|
4,131
|
|
|
$
|
1,311
|
|
Less: Net income allocated to participating securities
|
|
—
|
|
|
(17
|
)
|
|
(6
|
)
|
|||
Net income (loss), net of participating securities
|
|
$
|
(985
|
)
|
|
$
|
4,114
|
|
|
$
|
1,305
|
|
Weighted-average number of basic shares
|
|
809.5
|
|
|
761.7
|
|
|
765.1
|
|
|||
Basic earnings (loss) per common share
|
|
$
|
(1.22
|
)
|
|
$
|
5.40
|
|
|
$
|
1.71
|
|
Net income (loss), net of participating securities
|
|
$
|
(985
|
)
|
|
$
|
4,114
|
|
|
$
|
1,305
|
|
Weighted-average number of basic shares
|
|
809.5
|
|
|
761.7
|
|
|
765.1
|
|
|||
Dilutive securities
|
|
—
|
|
|
1.6
|
|
|
0.8
|
|
|||
Total diluted weighted-average common shares
|
|
809.5
|
|
|
763.3
|
|
|
765.9
|
|
|||
Diluted earnings (loss) per common share
|
|
$
|
(1.22
|
)
|
|
$
|
5.39
|
|
|
$
|
1.70
|
|
millions
|
|
2019
|
|
|
2018
|
|
||
Foreign currency translation adjustments
|
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
Unrealized gains (losses) on derivatives
|
|
(122
|
)
|
|
5
|
|
||
Pension and postretirement adjustments (a)
|
|
(92
|
)
|
|
(170
|
)
|
||
Total
|
|
$
|
(221
|
)
|
|
$
|
(172
|
)
|
(a)
|
OXY 2019 FORM 10-K
|
97
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 14 - STOCK-BASED INCENTIVE PLANS
|
|
|
Cash-Settled
|
|
Stock-Settled
|
||||||||||||
thousands, except fair values
|
|
RSUs
|
|
|
Weighted-Average
Grant-Date Fair Value |
|
|
RSUs
|
|
|
Weighted-Average
Grant-Date Fair Value |
|
||||
Unvested at January 1
|
|
186
|
|
|
|
$
|
73.93
|
|
|
3,971
|
|
|
|
$
|
73.19
|
|
Granted (a)
|
|
4,267
|
|
|
|
$
|
42.62
|
|
|
3,543
|
|
|
|
$
|
58.73
|
|
Vested
|
|
(67
|
)
|
|
|
$
|
72.26
|
|
|
(2,743
|
)
|
|
|
$
|
67.04
|
|
Forfeitures
|
|
(39
|
)
|
|
|
$
|
47.60
|
|
|
(376
|
)
|
|
|
$
|
67.25
|
|
Unvested at December 31
|
|
4,347
|
|
|
|
$
|
43.46
|
|
|
4,395
|
|
|
|
$
|
65.88
|
|
(a)
|
Included 1.5 million shares issued in exchange for Anadarko stock-based incentive shares.
|
98
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
|
|
TSRIs
|
||||||||||
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Assumptions used:
|
|
|
|
|
|
|
||||||
Risk-free interest rate
|
|
2.5
|
%
|
|
2.3
|
%
|
|
1.5
|
%
|
|||
Volatility factor
|
|
22
|
%
|
|
24
|
%
|
|
25
|
%
|
|||
Expected life (years)
|
|
3
|
|
|
3
|
|
|
3
|
|
|||
Grant-date fair value of underlying Occidental common stock
|
|
$
|
67.19
|
|
|
$
|
69.87
|
|
|
$
|
67.21
|
|
|
|
TSRIs
|
||||||
thousands, except fair values
|
|
Awards
|
|
|
Weighted-Average
Grant-Date Fair Value of Occidental Stock |
|
||
Unvested at January 1
|
|
1,444
|
|
|
|
$
|
70.97
|
|
Granted
|
|
578
|
|
|
|
$
|
67.19
|
|
Vested (a)
|
|
(442
|
)
|
|
|
$
|
76.83
|
|
Forfeitures
|
|
(43
|
)
|
|
|
$
|
76.83
|
|
Unvested at December 31
|
|
1,537
|
|
|
|
$
|
67.70
|
|
(a)
|
Presented at the target payouts. The weighted-average payout at vesting was 19% of the target, resulting in the issuance of approximately 83,000 shares of Occidental common stock.
|
|
|
CROCEI, ROCEI, and ROAI
|
||||||
thousands, except fair values
|
|
Awards
|
|
|
Weighted-Average
Grant-Date Fair Value of Occidental Stock |
|
||
Unvested at January 1
|
|
210
|
|
|
|
$
|
71.60
|
|
Granted
|
|
81
|
|
|
|
$
|
67.19
|
|
Vested (a)
|
|
(137
|
)
|
|
|
$
|
72.54
|
|
Forfeited
|
|
—
|
|
|
|
—
|
|
|
Unvested at December 31
|
|
154
|
|
|
|
$
|
68.44
|
|
(a)
|
Presented at the target payouts. The weighted-average payout at vesting was 86% of the target resulting in the issuance of approximately 118,000 shares.
|
OXY 2019 FORM 10-K
|
99
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
NOTE 15 - RETIREMENT AND POSTRETIREMENT BENEFIT PLANS
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
millions
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
||||||||
Long-term receivables and other assets, net
|
|
$
|
85
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
|
(96
|
)
|
|
(25
|
)
|
|
(72
|
)
|
|
(45
|
)
|
||||
Deferred credits and other liabilities — pension and postretirement obligations
|
|
(704
|
)
|
|
(46
|
)
|
|
(1,103
|
)
|
|
(763
|
)
|
||||
|
|
$
|
(715
|
)
|
|
$
|
(11
|
)
|
|
$
|
(1,175
|
)
|
|
$
|
(808
|
)
|
Accumulated other comprehensive loss included the following after-tax balances:
|
|
|
|
|
|
|
|
|
||||||||
Net (gain) loss
|
|
$
|
(25
|
)
|
|
$
|
91
|
|
|
$
|
184
|
|
|
$
|
151
|
|
Prior service credit
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
(72
|
)
|
||||
|
|
$
|
(25
|
)
|
|
$
|
91
|
|
|
$
|
117
|
|
|
$
|
79
|
|
100
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
millions
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||
Changes in the benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation — beginning of year
|
|
$
|
349
|
|
|
$
|
391
|
|
|
$
|
808
|
|
|
$
|
999
|
|
Service cost — benefits earned during the period
|
|
45
|
|
|
5
|
|
|
24
|
|
|
23
|
|
||||
Interest cost on projected benefit obligation
|
|
39
|
|
|
15
|
|
|
36
|
|
|
34
|
|
||||
Actuarial (gain) loss
|
|
(33
|
)
|
|
(19
|
)
|
|
45
|
|
|
(90
|
)
|
||||
Foreign currency exchange rate gain
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailment (gain) loss
|
|
(136
|
)
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Special termination benefits
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(95
|
)
|
|
(40
|
)
|
|
(51
|
)
|
|
(57
|
)
|
||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
||||
Additions due to the Acquisition
|
|
2,136
|
|
|
—
|
|
|
301
|
|
|
—
|
|
||||
Benefit obligation — end of year
|
|
$
|
2,354
|
|
|
$
|
349
|
|
|
$
|
1,175
|
|
|
$
|
808
|
|
|
|
|
|
|
|
|
|
|
||||||||
Changes in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets — beginning of year
|
|
$
|
338
|
|
|
$
|
403
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
122
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Employer contributions
|
|
41
|
|
|
8
|
|
|
49
|
|
|
—
|
|
||||
Benefits paid
|
|
(95
|
)
|
|
(40
|
)
|
|
(51
|
)
|
|
—
|
|
||||
Additions due to the Acquisition
|
|
1,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets — end of year
|
|
$
|
1,639
|
|
|
$
|
338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unfunded status:
|
|
$
|
(715
|
)
|
|
$
|
(11
|
)
|
|
$
|
(1,175
|
)
|
|
$
|
(808
|
)
|
|
|
Accumulated Benefit
Obligation in Excess of
Plan Assets
|
|
Plan Assets in
Excess of Accumulated
Benefit Obligation
|
||||||||||||
millions
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||
Projected benefit obligation
|
|
$
|
2,175
|
|
|
$
|
173
|
|
|
$
|
179
|
|
|
$
|
176
|
|
Accumulated benefit obligation
|
|
$
|
1,918
|
|
|
$
|
169
|
|
|
$
|
179
|
|
|
$
|
176
|
|
Fair value of plan assets
|
|
$
|
1,375
|
|
|
$
|
98
|
|
|
$
|
264
|
|
|
$
|
240
|
|
OXY 2019 FORM 10-K
|
101
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
||||||
Net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost — benefits earned during the period
|
|
$
|
45
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
24
|
|
|
$
|
23
|
|
|
$
|
21
|
|
Interest cost on projected benefit obligation
|
|
39
|
|
|
15
|
|
|
17
|
|
|
36
|
|
|
34
|
|
|
38
|
|
||||||
Expected return on plan assets
|
|
(50
|
)
|
|
(25
|
)
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
|
9
|
|
|
7
|
|
|
10
|
|
|
8
|
|
|
14
|
|
|
14
|
|
||||||
Recognized prior service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||||
Liability (gain) loss due to curtailment
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other costs and adjustments
|
|
(2
|
)
|
|
1
|
|
|
3
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
||||||
Net periodic benefit cost
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
$
|
12
|
|
|
$
|
66
|
|
|
$
|
69
|
|
|
$
|
74
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Benefit Obligation Assumptions:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.10
|
%
|
|
4.09
|
%
|
|
3.26
|
%
|
|
4.29
|
%
|
Net Periodic Benefit Cost Assumptions:
|
|
|
|
|
|
|
|
|
||||
Discount rate for January 1 - August 31 expense
|
|
3.21
|
%
|
|
3.45
|
%
|
|
3.41
|
%
|
|
3.61
|
%
|
Discount rate for September 1 - December 31 expense
|
|
3.21
|
%
|
|
3.45
|
%
|
|
3.41
|
%
|
|
4.14
|
%
|
Assumed long-term rate of return on assets
|
|
6.50
|
%
|
|
6.50
|
%
|
|
—
|
|
|
—
|
|
Rates of increase in compensation levels
|
|
5.44
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
102
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Asset Class:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Corporate bonds (a)
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
||||
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Bond funds
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
||||
International funds
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Common and preferred stocks (b)
|
|
173
|
|
|
—
|
|
|
—
|
|
|
173
|
|
||||
Other
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||
Investments measured at fair value
|
|
$
|
300
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
389
|
|
Investments measured at net asset value (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,253
|
|
||||
Total pension plan assets (d)
|
|
$
|
300
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
1,642
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Asset Class:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
Corporate bonds (a)
|
|
—
|
|
|
66
|
|
|
—
|
|
|
66
|
|
||||
Common/collective trusts (e)
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Bond funds
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||
Blend funds
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||
Common and preferred stocks (b)
|
|
141
|
|
|
—
|
|
|
—
|
|
|
141
|
|
||||
Other
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||
Total pension plan assets (d)
|
|
$
|
237
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
343
|
|
(a)
|
This category represents investment grade bonds of U.S. and non-U.S. issuers from diverse industries.
|
(b)
|
This category included investment funds that primarily invest in U.S. and non-U.S. common stocks and fixed-income securities.
|
(c)
|
This category represents direct investments in common and preferred stocks from diverse U.S. and non-U.S. industries.
|
(d)
|
Certain investments measured at fair value using the net asset value per share (or its equivalent) have not been categorized in the fair value hierarchy. Amounts presented in this table are intended to reconcile the fair value hierarchy to the pension plan assets.
|
(e)
|
Amounts exclude net payables of approximately $3 million and $5 million as of December 31, 2019 and 2018, respectively.
|
OXY 2019 FORM 10-K
|
103
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
Pension
Benefits
|
|
Postretirement Benefits
|
|
|||
2020
|
|
$
|
810
|
|
|
$
|
73
|
|
2021
|
|
$
|
113
|
|
|
$
|
72
|
|
2022
|
|
$
|
125
|
|
|
$
|
71
|
|
2023
|
|
$
|
128
|
|
|
$
|
70
|
|
2024
|
|
$
|
124
|
|
|
$
|
68
|
|
2025 - 2029
|
|
$
|
625
|
|
|
$
|
321
|
|
NOTE 16 - INVESTMENTS AND RELATED-PARTY TRANSACTIONS
|
millions
|
|
% Interest
|
|
|
Carrying amount
|
|
|
WES
|
|
56.3
|
%
|
|
$
|
5,128
|
|
OxyChem Ingleside Facility
|
|
50.0
|
%
|
|
679
|
|
|
Dolphin Energy Limited
|
|
24.5
|
%
|
|
240
|
|
|
Other
|
|
various
|
|
|
342
|
|
|
Total
|
|
|
|
$
|
6,389
|
|
(a)
|
The 2019 Summarized Results of Operations include results of Plains for the period beginning January 1, 2019 through the date Occidental’s interest was sold in September 2019.
|
(b)
|
The 2019 Summarized Balance Sheet included the balance of WES due to the loss of control on December 30, 2019 and excluded the balances of Plains as the interest was sold in September 2019.
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Sales (a,c)
|
|
$
|
691
|
|
|
$
|
805
|
|
|
$
|
636
|
|
Purchases (b,c)
|
|
$
|
463
|
|
|
$
|
502
|
|
|
$
|
387
|
|
Services
|
|
$
|
28
|
|
|
$
|
52
|
|
|
$
|
38
|
|
Advances and amounts due from related parties
|
|
$
|
133
|
|
|
$
|
63
|
|
|
$
|
63
|
|
Amounts due to related parties (d)
|
|
$
|
463
|
|
|
$
|
46
|
|
|
$
|
45
|
|
(a)
|
In 2019, 2018 and 2017, sales of Occidental-produced oil and NGL to Plains Pipeline affiliates accounted for 87 percent, 89 percent and 86 percent of these totals, respectively. In September 2019, Occidental sold its remaining interest in Plains Pipeline.
|
(b)
|
In 2019 and 2018, purchases of ethylene from the Ingleside ethylene cracker accounted for 98 percent of related-party purchases, respectively.
|
(c)
|
Excluded sales to and purchases from WES as it was a consolidated subsidiary from the date of the Acquisition through December 31, 2019.
|
(d)
|
Amounts due to related parties at December 31, 2019 primarily consists of a 6.5% note payable to WES due 2038.
|
NOTE 17 - FAIR VALUE MEASUREMENTS
|
104
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
|
Fair Value Measurements Using
|
|
|
|
Total Fair Value
|
|
|||||||||||||
Balance Sheet Classification
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Netting
|
|
|
|||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded Derivatives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
Deferred credits and other liabilities - other
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded Derivatives
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66
|
|
Deferred credits and other liabilities - other
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116
|
|
NOTE 18 - INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS
|
OXY 2019 FORM 10-K
|
105
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
millions
|
Oil and Gas
|
|
|
Chemical
|
|
|
Marketing and
Midstream
|
|
|
Corporate
and
Eliminations
|
|
|
Total
|
|
|||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
13,423
|
|
|
$
|
4,102
|
|
|
$
|
4,132
|
|
|
$
|
(1,264
|
)
|
|
$
|
20,393
|
|
Income (loss) from continuing operations before income taxes
|
$
|
2,352
|
|
(a)
|
$
|
799
|
|
|
$
|
241
|
|
(b)
|
$
|
(3,206
|
)
|
(c)
|
$
|
186
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(693
|
)
|
(d)
|
(693
|
)
|
|||||
Income (loss) from continuing operations
|
$
|
2,352
|
|
|
$
|
799
|
|
|
$
|
241
|
|
|
$
|
(3,899
|
)
|
|
$
|
(507
|
)
|
Investments in unconsolidated entities
|
$
|
181
|
|
|
$
|
689
|
|
|
$
|
5,519
|
|
|
$
|
—
|
|
|
$
|
6,389
|
|
Property, plant and equipment additions(e)
|
$
|
5,559
|
|
|
$
|
272
|
|
|
$
|
475
|
|
|
$
|
135
|
|
|
$
|
6,441
|
|
Depreciation, depletion and amortization
|
$
|
4,994
|
|
|
$
|
368
|
|
|
$
|
563
|
|
|
$
|
56
|
|
|
$
|
5,981
|
|
Total assets
|
$
|
77,936
|
|
|
$
|
4,361
|
|
|
$
|
17,055
|
|
|
$
|
9,978
|
|
|
$
|
109,330
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
10,441
|
|
|
$
|
4,657
|
|
|
$
|
3,656
|
|
|
$
|
(930
|
)
|
|
$
|
17,824
|
|
Income (loss) from continuing operations before income taxes
|
$
|
2,442
|
|
(a)
|
$
|
1,159
|
|
|
$
|
2,802
|
|
(b)
|
$
|
(795
|
)
|
(c)
|
$
|
5,608
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,477
|
)
|
(d)
|
(1,477
|
)
|
|||||
Income (loss) from continuing operations
|
$
|
2,442
|
|
|
$
|
1,159
|
|
|
$
|
2,802
|
|
|
$
|
(2,272
|
)
|
|
$
|
4,131
|
|
Investments in unconsolidated entities
|
$
|
—
|
|
|
$
|
733
|
|
|
$
|
947
|
|
|
$
|
—
|
|
|
$
|
1,680
|
|
Property, plant and equipment additions(e)
|
$
|
4,443
|
|
|
$
|
277
|
|
|
$
|
221
|
|
|
$
|
79
|
|
|
$
|
5,020
|
|
Depreciation, depletion and amortization
|
$
|
3,254
|
|
|
$
|
354
|
|
|
$
|
331
|
|
|
$
|
38
|
|
|
$
|
3,977
|
|
Total assets
|
$
|
24,874
|
|
|
$
|
4,359
|
|
|
$
|
11,087
|
|
|
$
|
3,534
|
|
|
$
|
43,854
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
7,870
|
|
|
$
|
4,355
|
|
|
$
|
1,157
|
|
|
$
|
(874
|
)
|
|
$
|
12,508
|
|
Income (loss) from continuing operations before income taxes
|
$
|
1,111
|
|
(a)
|
$
|
822
|
|
|
$
|
85
|
|
(b)
|
$
|
(690
|
)
|
(c)
|
$
|
1,328
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
(d)
|
(17
|
)
|
|||||
Income (loss) from continuing operations
|
$
|
1,111
|
|
|
$
|
822
|
|
|
$
|
85
|
|
|
$
|
(707
|
)
|
|
$
|
1,311
|
|
Investments in unconsolidated entities
|
$
|
—
|
|
|
$
|
771
|
|
|
$
|
739
|
|
|
$
|
5
|
|
|
$
|
1,515
|
|
Property, plant and equipment additions(e)
|
$
|
2,968
|
|
|
$
|
323
|
|
|
$
|
296
|
|
|
$
|
64
|
|
|
$
|
3,651
|
|
Depreciation, depletion and amortization
|
$
|
3,269
|
|
|
$
|
352
|
|
|
$
|
340
|
|
|
$
|
41
|
|
|
$
|
4,002
|
|
Total assets
|
$
|
23,595
|
|
|
$
|
4,364
|
|
|
$
|
11,775
|
|
|
$
|
2,292
|
|
|
$
|
42,026
|
|
(a)
|
The 2019 amount included a net gain on sale of $475 million related to Occidental’s joint venture with Ecopetrol in the Midland Basin and sale of real estate assets, a $285 million impairment charge associated with domestic undeveloped leases that were set to expire in the near term, where Occidental had no plans to pursue exploration activities, and a $39 million charge related to Occidental’s mutually agreed early termination of its Qatar ISSD contract. The 2018 amount included $416 million for the impairment of proved oil properties and inventory in Qatar ISND and ISSD due to the decline in oil prices. The 2017 amount included pre-tax asset sale gains of $655 million primarily related to South Texas and non-core acreage in the Permian basin and $397 million for the impairment of non-core proved and unproved Permian acreage.
|
(b)
|
The 2019 amount included a $1 billion charge as a result of recording Occidental’s investment in WES at fair value as of December 31, 2019 upon the loss of control, a $114 million gain on the sale of an equity investment in Plains and a $30 million mark-to-market gain on an interest rate swap for WES. The 2018 amount included pre-tax asset sale gains of $907 million on the sale of non-core domestic midstream assets. The 2017 amount included pre-tax charges of $120 million related to asset impairments of idled facilities.
|
(c)
|
The 2019 amount included corporate transactions related to the Acquisition including charges of $1.0 billion related to employee severance and related costs, $401 million related to crucial seismic data and $213 million for bank, legal and consulting fees. There were no significant corporate transactions and events affecting 2018 and 2017 results. The tax effect of these pre-tax adjustments was a $245 million benefit in 2019, and $198 million expense and $392 million expense in 2018 and 2017, respectively.
|
(d)
|
Included all foreign and domestic income taxes from continuing operations.
|
(e)
|
Included capital expenditures and capitalized interest, but excluded acquisition and disposition of assets.
|
106
|
OXY 2019 FORM 10-K
|
|
FINANCIAL STATEMENTS
FOOTNOTES
|
|
|
|
Property, plant and equipment, net
|
||||||||||
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
United States
|
|
$
|
72,808
|
|
|
$
|
23,594
|
|
|
$
|
22,863
|
|
International
|
|
|
|
|
|
|
||||||
United Arab Emirates
|
|
3,887
|
|
|
4,051
|
|
|
4,241
|
|
|||
Oman
|
|
2,115
|
|
|
2,048
|
|
|
1,962
|
|
|||
Colombia
|
|
1,010
|
|
|
927
|
|
|
807
|
|
|||
Qatar
|
|
562
|
|
|
741
|
|
|
1,236
|
|
|||
Other International
|
|
87
|
|
|
76
|
|
|
65
|
|
|||
Total International
|
|
7,661
|
|
|
7,843
|
|
|
8,311
|
|
|||
Total
|
|
$
|
80,469
|
|
|
$
|
31,437
|
|
|
$
|
31,174
|
|
OXY 2019 FORM 10-K
|
107
|
|
Supplemental Quarterly Information
(Unaudited)
|
Quarterly Financial Data
|
Occidental Petroleum Corporation and Subsidiaries
|
millions except per-share amounts
|
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
||||
2019
|
|
|
|
|
|
|
|
|
||||||||
Segment net sales
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas
|
|
$
|
2,351
|
|
|
$
|
2,718
|
|
|
$
|
3,821
|
|
|
$
|
4,533
|
|
Chemical
|
|
1,059
|
|
|
998
|
|
|
1,071
|
|
|
974
|
|
||||
Marketing and Midstream(a)
|
|
816
|
|
|
909
|
|
|
1,163
|
|
|
1,244
|
|
||||
Eliminations
|
|
(222
|
)
|
|
(205
|
)
|
|
(368
|
)
|
|
(469
|
)
|
||||
Net sales
|
|
$
|
4,004
|
|
|
$
|
4,420
|
|
|
$
|
5,687
|
|
|
$
|
6,282
|
|
Gross profit
|
|
$
|
1,210
|
|
|
$
|
1,449
|
|
|
$
|
1,422
|
|
|
$
|
1,287
|
|
Segment earnings
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas
|
|
$
|
484
|
|
|
$
|
726
|
|
|
$
|
221
|
|
|
$
|
921
|
|
Chemical
|
|
265
|
|
|
208
|
|
|
207
|
|
|
119
|
|
||||
Marketing and Midstream(a)
|
|
279
|
|
|
331
|
|
|
400
|
|
|
(769
|
)
|
||||
Total segment earnings
|
|
$
|
1,028
|
|
|
$
|
1,265
|
|
|
$
|
828
|
|
|
$
|
271
|
|
Unallocated corporate items
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(83
|
)
|
|
(143
|
)
|
|
(360
|
)
|
|
(416
|
)
|
||||
Income taxes
|
|
(225
|
)
|
|
(306
|
)
|
|
(116
|
)
|
|
(46
|
)
|
||||
Other
|
|
(89
|
)
|
|
(181
|
)
|
|
(1,089
|
)
|
|
(845
|
)
|
||||
Income (loss) from continuing operations
|
|
$
|
631
|
|
|
$
|
635
|
|
|
$
|
(737
|
)
|
|
$
|
(1,036
|
)
|
Discontinued operates, net of taxes
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||
Net Income (loss)
|
|
$
|
631
|
|
|
$
|
635
|
|
|
$
|
(752
|
)
|
|
$
|
(1,036
|
)
|
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(103
|
)
|
||||
Less: Preferred stock dividend
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
(200
|
)
|
||||
Net income (loss) attributable to common stockholders
|
|
$
|
631
|
|
|
$
|
635
|
|
|
$
|
(912
|
)
|
|
$
|
(1,339
|
)
|
Basic earnings (loss) per common share
|
|
$
|
0.84
|
|
|
$
|
0.84
|
|
|
$
|
(1.08
|
)
|
|
$
|
(1.50
|
)
|
Diluted earnings (loss) per common share
|
|
$
|
0.84
|
|
|
$
|
0.84
|
|
|
$
|
(1.08
|
)
|
|
$
|
(1.50
|
)
|
Dividends per common share
|
|
$
|
0.78
|
|
|
$
|
0.78
|
|
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Segment net sales
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas
|
|
$
|
2,454
|
|
|
$
|
2,531
|
|
|
$
|
2,889
|
|
|
$
|
2,567
|
|
Chemical
|
|
1,154
|
|
|
1,176
|
|
|
1,185
|
|
|
1,142
|
|
||||
Marketing and Midstream
|
|
389
|
|
|
603
|
|
|
1,367
|
|
|
1,297
|
|
||||
Eliminations
|
|
(234
|
)
|
|
(227
|
)
|
|
(225
|
)
|
|
(244
|
)
|
||||
Net sales
|
|
$
|
3,763
|
|
|
$
|
4,083
|
|
|
$
|
5,216
|
|
|
$
|
4,762
|
|
Gross profit
|
|
$
|
1,371
|
|
|
$
|
1,556
|
|
|
$
|
2,297
|
|
|
$
|
1,616
|
|
Segment earnings
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas
|
|
$
|
750
|
|
|
$
|
780
|
|
|
$
|
767
|
|
|
$
|
145
|
|
Chemical
|
|
298
|
|
|
317
|
|
|
321
|
|
|
223
|
|
||||
Marketing and Midstream
|
|
179
|
|
|
250
|
|
|
1,698
|
|
|
675
|
|
||||
Total segment earnings
|
|
$
|
1,227
|
|
|
$
|
1,347
|
|
|
$
|
2,786
|
|
|
$
|
1,043
|
|
Unallocated corporate items
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(92
|
)
|
|
(91
|
)
|
|
(92
|
)
|
|
(81
|
)
|
||||
Income taxes
|
|
(339
|
)
|
|
(302
|
)
|
|
(710
|
)
|
|
(126
|
)
|
||||
Other
|
|
(88
|
)
|
|
(106
|
)
|
|
(115
|
)
|
|
(130
|
)
|
||||
Net income attributable to common stockholders
|
|
$
|
708
|
|
|
$
|
848
|
|
|
$
|
1,869
|
|
|
$
|
706
|
|
Basic earnings per common share
|
|
$
|
0.92
|
|
|
$
|
1.10
|
|
|
$
|
2.44
|
|
|
$
|
0.93
|
|
Diluted earnings per common share
|
|
$
|
0.92
|
|
|
$
|
1.10
|
|
|
$
|
2.44
|
|
|
$
|
0.93
|
|
Dividends per common share
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.78
|
|
|
$
|
0.78
|
|
(a)
|
Marketing and Midstream segment net sales and earnings include the results of WES from the Acquisition date to the loss of control date.
|
108
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
|
|
2019
|
|
2018
|
|
2017
|
Average WTI oil price (per barrel)
|
|
$55.69
|
|
$65.56
|
|
$51.34
|
Average Brent price (per barrel)
|
|
$63.03
|
|
$72.20
|
|
$54.93
|
Average Henry Hub natural gas price (per MMBtu)
|
|
$2.58
|
|
$3.10
|
|
$2.98
|
109
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
millions of barrels (MMbbl)
|
|
United States
|
|
|
Latin America
|
|
|
Middle East (b)
|
|
|
Total
|
|
PROVED DEVELOPED AND UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2016
|
|
960
|
|
|
71
|
|
|
326
|
|
|
1,357
|
|
Revisions of previous estimates
|
|
66
|
|
|
14
|
|
|
33
|
|
|
113
|
|
Improved recovery
|
|
97
|
|
|
8
|
|
|
17
|
|
|
122
|
|
Extensions and discoveries
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Purchases of proved reserves
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
Sales of proved reserves
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
Production
|
|
(73
|
)
|
|
(11
|
)
|
|
(55
|
)
|
|
(139
|
)
|
Balance at December 31, 2017
|
|
1,107
|
|
|
82
|
|
|
326
|
|
|
1,515
|
|
Revisions of previous estimates
|
|
15
|
|
|
(2
|
)
|
|
(7
|
)
|
|
6
|
|
Improved recovery
|
|
135
|
|
|
23
|
|
|
31
|
|
|
189
|
|
Extensions and discoveries
|
|
—
|
|
|
4
|
|
|
2
|
|
|
6
|
|
Purchases of proved reserves
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
Sales of proved reserves
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
Production
|
|
(91
|
)
|
|
(11
|
)
|
|
(51
|
)
|
|
(153
|
)
|
Balance at December 31, 2018
|
|
1,186
|
|
|
96
|
|
|
301
|
|
|
1,583
|
|
Revisions of previous estimates (c)
|
|
(154
|
)
|
|
3
|
|
|
15
|
|
|
(136
|
)
|
Improved recovery
|
|
128
|
|
|
12
|
|
|
25
|
|
|
165
|
|
Extensions and discoveries
|
|
37
|
|
|
2
|
|
|
2
|
|
|
41
|
|
Purchases of proved reserves (d)
|
|
545
|
|
|
—
|
|
|
—
|
|
|
545
|
|
Sales of proved reserves
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
Production
|
|
(155
|
)
|
|
(12
|
)
|
|
(44
|
)
|
|
(211
|
)
|
Balance at December 31, 2019
|
|
1,570
|
|
|
101
|
|
|
299
|
|
|
1,970
|
|
|
|
|
|
|
|
|
|
|
||||
PROVED DEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
December 31, 2016
|
|
670
|
|
|
69
|
|
|
298
|
|
|
1,037
|
|
December 31, 2017
|
|
772
|
|
|
77
|
|
|
279
|
|
|
1,128
|
|
December 31, 2018
|
|
843
|
|
|
77
|
|
|
240
|
|
|
1,160
|
|
December 31, 2019 (e)
|
|
1,206
|
|
|
76
|
|
|
226
|
|
|
1,508
|
|
PROVED UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
December 31, 2016
|
|
290
|
|
|
2
|
|
|
28
|
|
|
320
|
|
December 31, 2017
|
|
335
|
|
|
5
|
|
|
47
|
|
|
387
|
|
December 31, 2018
|
|
343
|
|
|
19
|
|
|
61
|
|
|
423
|
|
December 31, 2019
|
|
364
|
|
|
25
|
|
|
73
|
|
|
462
|
|
(a)
|
Excluded reserve amounts related to the Africa Assets.
|
(b)
|
A majority of the proved reserve amounts relate to PSCs and other similar economic arrangements.
|
(c)
|
Revisions of previous estimates in 2019 primarily related to negative price revisions, changes to development plans and reservoir performance in the Permian Basin.
|
(d)
|
Purchases of proved reserves in 2019 related to acquired reserves through the Acquisition.
|
(e)
|
Approximately 11% of the proved developed reserves at December 31, 2019, are nonproducing, primarily associated with Oman, Permian EOR and DJ Basin.
|
110
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
millions of barrels (MMbbl)
|
|
United States
|
|
|
Latin America
|
|
|
Middle East
|
|
|
Total
|
|
PROVED DEVELOPED AND UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2016
|
|
219
|
|
|
—
|
|
|
201
|
|
|
420
|
|
Revisions of previous estimates
|
|
11
|
|
|
—
|
|
|
(2
|
)
|
|
9
|
|
Improved recovery
|
|
23
|
|
|
—
|
|
|
10
|
|
|
33
|
|
Extensions and discoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of proved reserves
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
Sales of proved reserves
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
Production
|
|
(20
|
)
|
|
—
|
|
|
(11
|
)
|
|
(31
|
)
|
Balance at December 31, 2017
|
|
247
|
|
|
—
|
|
|
198
|
|
|
445
|
|
Revisions of previous estimates
|
|
7
|
|
|
—
|
|
|
15
|
|
|
22
|
|
Improved recovery
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
Extensions and discoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of proved reserves
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
Sales of proved reserves
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Production
|
|
(25
|
)
|
|
—
|
|
|
(11
|
)
|
|
(36
|
)
|
Balance at December 31, 2018
|
|
284
|
|
|
—
|
|
|
202
|
|
|
486
|
|
Revisions of previous estimates (b)
|
|
(21
|
)
|
|
—
|
|
|
10
|
|
|
(11
|
)
|
Improved recovery
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
Extensions and discoveries
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
Purchases of proved reserves (c)
|
|
267
|
|
|
—
|
|
|
—
|
|
|
267
|
|
Sales of proved reserves
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
Production
|
|
(52
|
)
|
|
—
|
|
|
(12
|
)
|
|
(64
|
)
|
Balance at December 31, 2019
|
|
540
|
|
|
—
|
|
|
200
|
|
|
740
|
|
|
|
|
|
|
|
|
|
|
||||
PROVED DEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
December 31, 2016
|
|
149
|
|
|
—
|
|
|
164
|
|
|
313
|
|
December 31, 2017
|
|
161
|
|
|
—
|
|
|
153
|
|
|
314
|
|
December 31, 2018
|
|
196
|
|
|
—
|
|
|
145
|
|
|
341
|
|
December 31, 2019 (d)
|
|
406
|
|
|
—
|
|
|
141
|
|
|
547
|
|
PROVED UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
December 31, 2016
|
|
70
|
|
|
—
|
|
|
37
|
|
|
107
|
|
December 31, 2017
|
|
86
|
|
|
—
|
|
|
45
|
|
|
131
|
|
December 31, 2018
|
|
88
|
|
|
—
|
|
|
57
|
|
|
145
|
|
December 31, 2019
|
|
134
|
|
|
—
|
|
|
59
|
|
|
193
|
|
(a)
|
Excluded reserve amounts related to the Africa Assets.
|
(b)
|
Revisions of previous estimates in 2019 primarily related to negative price revisions, changes to development plans and reservoir performance in the Permian Basin and DJ Basin.
|
(c)
|
Purchases of proved reserves in 2019 related to acquired reserves through the Acquisition.
|
(d)
|
Approximately 6% of the proved developed reserves at December 31, 2019, are nonproducing, primarily associated with Permian EOR and DJ Basin.
|
OXY 2019 FORM 10-K
|
111
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
billions of cubic feet (Bcf)
|
|
United States
|
|
|
Latin America
|
|
|
Middle East (b)
|
|
|
Total
|
|
PROVED DEVELOPED AND UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2016
|
|
1,045
|
|
|
6
|
|
|
2,723
|
|
|
3,774
|
|
Revisions of previous estimates
|
|
197
|
|
|
8
|
|
|
(33
|
)
|
|
172
|
|
Improved recovery
|
|
167
|
|
|
1
|
|
|
106
|
|
|
274
|
|
Extensions and discoveries
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Purchases of proved reserves
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
Sales of proved reserves
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
Production
|
|
(108
|
)
|
|
(3
|
)
|
|
(185
|
)
|
|
(296
|
)
|
Balance at December 31, 2017
|
|
1,205
|
|
|
12
|
|
|
2,614
|
|
|
3,831
|
|
Revisions of previous estimates
|
|
(25
|
)
|
|
—
|
|
|
191
|
|
|
166
|
|
Improved recovery
|
|
329
|
|
|
1
|
|
|
17
|
|
|
347
|
|
Extensions and discoveries
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Purchases of proved reserves
|
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
Sales of proved reserves
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
Production
|
|
(119
|
)
|
|
(2
|
)
|
|
(187
|
)
|
|
(308
|
)
|
Balance at December 31, 2018
|
|
1,445
|
|
|
11
|
|
|
2,639
|
|
|
4,095
|
|
Revisions of previous estimates (c)
|
|
(409
|
)
|
|
(1
|
)
|
|
90
|
|
|
(320
|
)
|
Improved recovery
|
|
393
|
|
|
2
|
|
|
30
|
|
|
425
|
|
Extensions and discoveries
|
|
59
|
|
|
2
|
|
|
3
|
|
|
64
|
|
Purchases of proved reserves (d)
|
|
2,996
|
|
|
—
|
|
|
—
|
|
|
2,996
|
|
Sales of proved reserves
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
Production
|
|
(326
|
)
|
|
(2
|
)
|
|
(202
|
)
|
|
(530
|
)
|
Balance at December 31, 2019
|
|
4,128
|
|
|
12
|
|
|
2,560
|
|
|
6,700
|
|
|
|
|
|
|
|
|
|
|
||||
PROVED DEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
December 31, 2016
|
|
708
|
|
|
6
|
|
|
2,324
|
|
|
3,038
|
|
December 31, 2017
|
|
782
|
|
|
11
|
|
|
2,131
|
|
|
2,924
|
|
December 31, 2018
|
|
978
|
|
|
11
|
|
|
2,015
|
|
|
3,004
|
|
December 31, 2019 (e)
|
|
3,198
|
|
|
11
|
|
|
1,996
|
|
|
5,205
|
|
PROVED UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
December 31, 2016
|
|
337
|
|
|
—
|
|
|
399
|
|
|
736
|
|
December 31, 2017
|
|
423
|
|
|
1
|
|
|
483
|
|
|
907
|
|
December 31, 2018
|
|
467
|
|
|
—
|
|
|
624
|
|
|
1,091
|
|
December 31, 2019
|
|
930
|
|
|
1
|
|
|
564
|
|
|
1,495
|
|
(a)
|
Excluded reserve amounts related to the Africa Assets.
|
(b)
|
Approximately one-third of Middle East proved reserves relate to PSCs and other similar economic arrangements.
|
(c)
|
Revisions of previous estimates in 2019 primarily related to negative price revisions, changes to development plans and reservoir performance in the Permian Basin.
|
(d)
|
Purchases of proved reserves in 2019 related to acquired reserves through the Acquisition.
|
(e)
|
Approximately 4% of the proved developed reserves at December 31, 2019, are nonproducing, primarily associated with Permian EOR and DJ Basin.
|
112
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
millions of BOE (MMBOE) (b)
|
|
United States
|
|
|
Latin America
|
|
|
Middle East
|
|
|
Total(c)
|
|
PROVED DEVELOPED AND UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2016
|
|
1,353
|
|
|
72
|
|
|
981
|
|
|
2,406
|
|
Revisions of previous estimates
|
|
109
|
|
|
16
|
|
|
26
|
|
|
151
|
|
Improved recovery
|
|
149
|
|
|
8
|
|
|
44
|
|
|
201
|
|
Extensions and discoveries
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Purchases of proved reserves
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
Sales of proved reserves
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
Production
|
|
(111
|
)
|
|
(12
|
)
|
|
(97
|
)
|
|
(220
|
)
|
Balance at December 31, 2017
|
|
1,555
|
|
|
84
|
|
|
959
|
|
|
2,598
|
|
Revisions of previous estimates
|
|
18
|
|
|
(2
|
)
|
|
40
|
|
|
56
|
|
Improved recovery
|
|
237
|
|
|
23
|
|
|
34
|
|
|
294
|
|
Extensions and discoveries
|
|
—
|
|
|
4
|
|
|
3
|
|
|
7
|
|
Purchases of proved reserves
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
Sales of proved reserves
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
Production
|
|
(136
|
)
|
|
(11
|
)
|
|
(93
|
)
|
|
(240
|
)
|
Balance at December 31, 2018
|
|
1,711
|
|
|
98
|
|
|
943
|
|
|
2,752
|
|
Revisions of previous estimates (d)
|
|
(243
|
)
|
|
3
|
|
|
40
|
|
|
(200
|
)
|
Improved recovery
|
|
251
|
|
|
12
|
|
|
30
|
|
|
293
|
|
Extensions and discoveries
|
|
58
|
|
|
2
|
|
|
3
|
|
|
63
|
|
Purchases of proved reserves (e)
|
|
1,311
|
|
|
—
|
|
|
—
|
|
|
1,311
|
|
Sales of proved reserves
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
Production
|
|
(261
|
)
|
|
(12
|
)
|
|
(90
|
)
|
|
(363
|
)
|
Balance at December 31, 2019
|
|
2,798
|
|
|
103
|
|
|
926
|
|
|
3,827
|
|
|
|
|
|
|
|
|
|
|
||||
PROVED DEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
December 31, 2016
|
|
937
|
|
|
70
|
|
|
849
|
|
|
1,856
|
|
December 31, 2017
|
|
1,063
|
|
|
79
|
|
|
786
|
|
|
1,928
|
|
December 31, 2018
|
|
1,202
|
|
|
79
|
|
|
721
|
|
|
2,002
|
|
December 31, 2019(f)
|
|
2,145
|
|
|
78
|
|
|
700
|
|
|
2,923
|
|
PROVED UNDEVELOPED RESERVES
|
|
|
|
|
|
|
|
|
||||
December 31, 2016
|
|
416
|
|
|
2
|
|
|
132
|
|
|
550
|
|
December 31, 2017
|
|
492
|
|
|
5
|
|
|
173
|
|
|
670
|
|
December 31, 2018
|
|
509
|
|
|
19
|
|
|
222
|
|
|
750
|
|
December 31, 2019
|
|
653
|
|
|
25
|
|
|
226
|
|
|
904
|
|
(a)
|
Excluded reserve amounts related to the Africa Assets.
|
(b)
|
Natural gas volumes have been converted to barrels of oil equivalent (BOE) based on an energy content of six thousand cubic feet (Mcf) of gas to one barrel of oil.
|
(c)
|
Included proved reserves related to PSCs and other similar economic arrangements of 0.5 billion BOE at December 31, 2019, 2018, 2017, and 2016.
|
(d)
|
Revisions of previous estimates in 2019 primarily related to negative price revisions, changes to development plans and reservoir performance in the Permian Basin.
|
(e)
|
Purchases of proved reserves in 2019 related to acquired reserves through the Acquisition.
|
(f)
|
Approximately 8% of the proved developed reserves at December 31, 2019, are nonproducing, primarily associated with Oman, Permian EOR and DJ Basin.
|
OXY 2019 FORM 10-K
|
113
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
|
|
Oil (MMbbl)
|
|
|
NGL(MMbbl)
|
|
|
Natural Gas (Bcf)
|
|
|
Total (MMBOE)
|
|
PROVED DEVELOPED RESERVES
|
|
99
|
|
|
7
|
|
|
19
|
|
|
109
|
|
PROVED UNDEVELOPED RESERVES
|
|
14
|
|
|
—
|
|
|
11
|
|
|
16
|
|
millions
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Proved properties
|
|
$
|
59,658
|
|
|
$
|
3,667
|
|
|
$
|
11,787
|
|
|
$
|
75,112
|
|
Unproved properties
|
|
30,301
|
|
|
36
|
|
|
432
|
|
|
30,769
|
|
||||
Total capitalized costs (a,b)
|
|
89,959
|
|
|
3,703
|
|
|
12,219
|
|
|
105,881
|
|
||||
Proved properties depreciation, depletion and amortization
|
|
(20,961
|
)
|
|
(2,643
|
)
|
|
(8,853
|
)
|
|
(32,457
|
)
|
||||
Unproved properties valuation
|
|
(1,025
|
)
|
|
(27
|
)
|
|
(170
|
)
|
|
(1,222
|
)
|
||||
Total Accumulated depreciation, depletion and amortization
|
|
(21,986
|
)
|
|
(2,670
|
)
|
|
(9,023
|
)
|
|
(33,679
|
)
|
||||
Net capitalized costs
|
|
$
|
67,973
|
|
|
$
|
1,033
|
|
|
$
|
3,196
|
|
|
$
|
72,202
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Proved properties
|
|
$
|
35,717
|
|
|
$
|
3,436
|
|
|
$
|
17,302
|
|
|
$
|
56,455
|
|
Unproved properties
|
|
1,900
|
|
|
43
|
|
|
401
|
|
|
2,344
|
|
||||
Total capitalized costs (a)
|
|
37,617
|
|
|
3,479
|
|
|
17,703
|
|
|
58,799
|
|
||||
Proved properties depreciation, depletion and amortization
|
|
(17,188
|
)
|
|
(2,514
|
)
|
|
(14,286
|
)
|
|
(33,988
|
)
|
||||
Unproved properties valuation
|
|
(1,200
|
)
|
|
(27
|
)
|
|
(85
|
)
|
|
(1,312
|
)
|
||||
Total Accumulated depreciation, depletion and amortization
|
|
(18,388
|
)
|
|
(2,541
|
)
|
|
(14,371
|
)
|
|
(35,300
|
)
|
||||
Net capitalized costs
|
|
$
|
19,229
|
|
|
$
|
938
|
|
|
$
|
3,332
|
|
|
$
|
23,499
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Proved properties
|
|
$
|
31,091
|
|
|
$
|
3,194
|
|
|
$
|
16,582
|
|
|
$
|
50,867
|
|
Unproved properties
|
|
2,094
|
|
|
53
|
|
|
394
|
|
|
2,541
|
|
||||
Total capitalized costs (a)
|
|
33,185
|
|
|
3,247
|
|
|
16,976
|
|
|
53,408
|
|
||||
Proved properties depreciation, depletion and amortization
|
|
(14,609
|
)
|
|
(2,412
|
)
|
|
(13,196
|
)
|
|
(30,217
|
)
|
||||
Unproved properties valuation
|
|
(1,166
|
)
|
|
(27
|
)
|
|
—
|
|
|
(1,193
|
)
|
||||
Total Accumulated depreciation, depletion and amortization
|
|
(15,775
|
)
|
|
(2,439
|
)
|
|
(13,196
|
)
|
|
(31,410
|
)
|
||||
Net capitalized costs
|
|
$
|
17,410
|
|
|
$
|
808
|
|
|
$
|
3,780
|
|
|
$
|
21,998
|
|
(a)
|
Included acquisition costs, development costs, capitalized interest and asset retirement obligations. Excluded capitalized costs related to Africa Assets.
|
(b)
|
$48.4 billion of capitalized costs are associated with the Acquisition.
|
114
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
millions
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
||||
FOR THE YEAR ENDED DECEMBER 31, 2019(a)
|
|
|
|
|
|
|
|
|
||||||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
||||||||
Proved properties
|
|
$
|
19,567
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
19,573
|
|
Unproved properties
|
|
29,042
|
|
|
1
|
|
|
11
|
|
|
29,054
|
|
||||
Exploration costs
|
|
307
|
|
|
58
|
|
|
141
|
|
|
506
|
|
||||
Development costs
|
|
4,449
|
|
|
196
|
|
|
563
|
|
|
5,208
|
|
||||
Costs incurred
|
|
$
|
53,365
|
|
|
$
|
261
|
|
|
$
|
715
|
|
|
$
|
54,341
|
|
FOR THE YEAR ENDED DECEMBER 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
||||||||
Proved properties
|
|
$
|
428
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
428
|
|
Unproved properties
|
|
46
|
|
|
4
|
|
|
2
|
|
|
52
|
|
||||
Exploration costs
|
|
196
|
|
|
42
|
|
|
44
|
|
|
282
|
|
||||
Development costs
|
|
3,387
|
|
|
203
|
|
|
698
|
|
|
4,288
|
|
||||
Costs incurred
|
|
$
|
4,057
|
|
|
$
|
249
|
|
|
$
|
744
|
|
|
$
|
5,050
|
|
FOR THE YEAR ENDED DECEMBER 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
||||||||
Proved properties
|
|
$
|
880
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
881
|
|
Unproved properties
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||
Exploration costs
|
|
163
|
|
|
39
|
|
|
54
|
|
|
256
|
|
||||
Development costs
|
|
1,981
|
|
|
157
|
|
|
582
|
|
|
2,720
|
|
||||
Costs incurred
|
|
$
|
3,056
|
|
|
$
|
196
|
|
|
$
|
637
|
|
|
$
|
3,889
|
|
(a)
|
Excluded costs incurred related to Africa Assets.
|
OXY 2019 FORM 10-K
|
115
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
millions
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
||||
FOR THE YEAR ENDED DECEMBER 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Revenues (a)
|
|
$
|
9,497
|
|
|
$
|
703
|
|
|
$
|
3,335
|
|
|
$
|
13,535
|
|
Lease operating costs
|
|
2,271
|
|
|
163
|
|
|
904
|
|
|
3,338
|
|
||||
Transportation costs
|
|
647
|
|
|
5
|
|
|
78
|
|
|
730
|
|
||||
Other operating expenses
|
|
1,125
|
|
|
51
|
|
|
200
|
|
|
1,376
|
|
||||
Depreciation, depletion and amortization
|
|
4,113
|
|
|
135
|
|
|
746
|
|
|
4,994
|
|
||||
Taxes other than on income
|
|
651
|
|
|
8
|
|
|
—
|
|
|
659
|
|
||||
Exploration expenses
|
|
99
|
|
|
45
|
|
|
102
|
|
|
246
|
|
||||
Oil and gas mark-to-market - Collars and CO2
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
Pretax income before impairments and other charges
|
|
576
|
|
|
296
|
|
|
1,305
|
|
|
2,177
|
|
||||
Asset impairments and other charges
|
|
288
|
|
|
—
|
|
|
39
|
|
|
327
|
|
||||
Pretax income
|
|
288
|
|
|
296
|
|
|
1,266
|
|
|
1,850
|
|
||||
Income tax expense (b)
|
|
74
|
|
|
135
|
|
|
634
|
|
|
843
|
|
||||
Results of operations(c)
|
|
$
|
214
|
|
|
$
|
161
|
|
|
$
|
632
|
|
|
$
|
1,007
|
|
FOR THE YEAR ENDED DECEMBER 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Revenues (a)
|
|
$
|
5,747
|
|
|
$
|
731
|
|
|
$
|
3,963
|
|
|
$
|
10,441
|
|
Lease operating costs
|
|
1,675
|
|
|
151
|
|
|
939
|
|
|
2,765
|
|
||||
Transportation costs
|
|
11
|
|
|
3
|
|
|
98
|
|
|
112
|
|
||||
Other operating expenses
|
|
676
|
|
|
49
|
|
|
186
|
|
|
911
|
|
||||
Depreciation, depletion and amortization
|
|
2,321
|
|
|
102
|
|
|
831
|
|
|
3,254
|
|
||||
Taxes other than on income
|
|
407
|
|
|
6
|
|
|
—
|
|
|
413
|
|
||||
Exploration expenses
|
|
64
|
|
|
19
|
|
|
27
|
|
|
110
|
|
||||
Oil and gas mark-to-market - CO2
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Pretax income before impairments and other charges
|
|
597
|
|
|
401
|
|
|
1,882
|
|
|
2,880
|
|
||||
Asset impairments and other charges
|
|
32
|
|
|
—
|
|
|
416
|
|
|
448
|
|
||||
Pretax income
|
|
565
|
|
|
401
|
|
|
1,466
|
|
|
2,432
|
|
||||
Income tax expense (benefit) (b)
|
|
(131
|
)
|
|
174
|
|
|
925
|
|
|
968
|
|
||||
Results of operations
|
|
$
|
696
|
|
|
$
|
227
|
|
|
$
|
541
|
|
|
$
|
1,464
|
|
FOR THE YEAR ENDED DECEMBER 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Revenues (a)
|
|
$
|
4,047
|
|
|
$
|
570
|
|
|
$
|
3,253
|
|
|
$
|
7,870
|
|
Lease operating costs
|
|
1,463
|
|
|
151
|
|
|
849
|
|
|
2,463
|
|
||||
Transportation costs
|
|
11
|
|
|
4
|
|
|
101
|
|
|
116
|
|
||||
Other operating expenses
|
|
621
|
|
|
51
|
|
|
166
|
|
|
838
|
|
||||
Depreciation, depletion and amortization
|
|
2,549
|
|
|
124
|
|
|
596
|
|
|
3,269
|
|
||||
Taxes other than on income
|
|
273
|
|
|
9
|
|
|
—
|
|
|
282
|
|
||||
Exploration expenses
|
|
28
|
|
|
7
|
|
|
47
|
|
|
82
|
|
||||
Oil and gas mark-to-market - CO2
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
||||
Pretax income (loss) before impairments and other charges
|
|
(862
|
)
|
|
224
|
|
|
1,494
|
|
|
856
|
|
||||
Asset impairments and other charges
|
|
397
|
|
|
4
|
|
|
—
|
|
|
401
|
|
||||
Pretax income (loss)
|
|
(1,259
|
)
|
|
220
|
|
|
1,494
|
|
|
455
|
|
||||
Income tax expense (benefit) (b)
|
|
(695
|
)
|
|
120
|
|
|
690
|
|
|
115
|
|
||||
Results of operations
|
|
$
|
(564
|
)
|
|
$
|
100
|
|
|
$
|
804
|
|
|
$
|
340
|
|
(a)
|
Revenues are net of royalty payments.
|
(b)
|
U.S. federal income taxes reflect certain expenses related to oil and gas activities allocated for U.S. income tax purposes . These amounts are computed using the statutory rate in effect during the period.
|
(c)
|
The 2019 results of operations excluded amounts related to Africa Assets.
|
116
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
$/BOE (a)
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
||||
FOR THE YEAR ENDED DECEMBER 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Revenues (b)
|
|
$
|
36.43
|
|
|
$
|
56.70
|
|
|
$
|
36.94
|
|
|
$
|
37.25
|
|
Lease operating costs
|
|
8.71
|
|
|
13.18
|
|
|
10.01
|
|
|
9.19
|
|
||||
Transportation costs
|
|
2.48
|
|
|
0.34
|
|
|
0.87
|
|
|
2.01
|
|
||||
Other operating expenses
|
|
4.32
|
|
|
4.15
|
|
|
2.21
|
|
|
3.79
|
|
||||
Depreciation, depletion and amortization
|
|
15.78
|
|
|
10.85
|
|
|
8.27
|
|
|
13.74
|
|
||||
Taxes other than on income
|
|
2.50
|
|
|
0.63
|
|
|
—
|
|
|
1.81
|
|
||||
Exploration expenses
|
|
0.38
|
|
|
3.66
|
|
|
1.13
|
|
|
0.68
|
|
||||
Oil and gas mark-to-market - Collars and CO2
|
|
0.06
|
|
|
—
|
|
|
—
|
|
|
0.04
|
|
||||
Pretax income before impairments and other charges
|
|
2.20
|
|
|
23.89
|
|
|
14.45
|
|
|
5.99
|
|
||||
Asset impairments and other charges
|
|
1.11
|
|
|
—
|
|
|
0.43
|
|
|
0.90
|
|
||||
Pretax income
|
|
1.09
|
|
|
23.89
|
|
|
14.02
|
|
|
5.09
|
|
||||
Income tax expense(c)
|
|
0.29
|
|
|
10.90
|
|
|
7.01
|
|
|
2.32
|
|
||||
Results of operations(d)
|
|
$
|
0.80
|
|
|
$
|
12.99
|
|
|
$
|
7.01
|
|
|
$
|
2.77
|
|
FOR THE YEAR ENDED DECEMBER 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Revenues (b)
|
|
$
|
42.30
|
|
|
$
|
63.37
|
|
|
$
|
42.78
|
|
|
$
|
43.50
|
|
Lease operating costs
|
|
12.33
|
|
|
13.08
|
|
|
10.14
|
|
|
11.52
|
|
||||
Transportation costs
|
|
0.08
|
|
|
0.24
|
|
|
1.06
|
|
|
0.47
|
|
||||
Other operating expenses
|
|
4.98
|
|
|
4.24
|
|
|
2.01
|
|
|
3.79
|
|
||||
Depreciation, depletion and amortization
|
|
17.08
|
|
|
8.88
|
|
|
8.96
|
|
|
13.56
|
|
||||
Taxes other than on income
|
|
3.00
|
|
|
0.52
|
|
|
—
|
|
|
1.72
|
|
||||
Exploration expenses
|
|
0.47
|
|
|
1.65
|
|
|
0.29
|
|
|
0.46
|
|
||||
Oil and gas mark-to-market - CO2
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
Pretax income before impairments and other charges
|
|
4.39
|
|
|
34.76
|
|
|
20.32
|
|
|
11.99
|
|
||||
Asset impairments and other charges
|
|
0.24
|
|
|
—
|
|
|
4.49
|
|
|
1.87
|
|
||||
Pretax income
|
|
4.15
|
|
|
34.76
|
|
|
15.83
|
|
|
10.12
|
|
||||
Income tax expense (benefit) (c)
|
|
(0.96
|
)
|
|
15.08
|
|
|
9.99
|
|
|
4.03
|
|
||||
Results of operations
|
|
$
|
5.11
|
|
|
$
|
19.68
|
|
|
$
|
5.84
|
|
|
$
|
6.09
|
|
FOR THE YEAR ENDED DECEMBER 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Revenues (b)
|
|
$
|
36.50
|
|
|
$
|
47.79
|
|
|
$
|
33.51
|
|
|
$
|
35.79
|
|
Lease operating costs
|
|
13.19
|
|
|
12.66
|
|
|
8.75
|
|
|
11.20
|
|
||||
Transportation costs
|
|
0.10
|
|
|
0.33
|
|
|
1.04
|
|
|
0.53
|
|
||||
Other operating expenses
|
|
5.60
|
|
|
4.28
|
|
|
1.71
|
|
|
3.81
|
|
||||
Depreciation, depletion and amortization
|
|
22.99
|
|
|
10.37
|
|
|
6.14
|
|
|
14.87
|
|
||||
Taxes other than on income
|
|
2.47
|
|
|
0.75
|
|
|
—
|
|
|
1.28
|
|
||||
Exploration expenses
|
|
0.25
|
|
|
0.59
|
|
|
0.48
|
|
|
0.37
|
|
||||
Oil and gas mark-to-market - CO2
|
|
(0.32
|
)
|
|
—
|
|
|
—
|
|
|
(0.16
|
)
|
||||
Pretax income before impairments and other charges
|
|
(7.78
|
)
|
|
18.81
|
|
|
15.39
|
|
|
3.89
|
|
||||
Asset impairments and other charges
|
|
3.58
|
|
|
0.34
|
|
|
—
|
|
|
1.82
|
|
||||
Pretax income (loss)
|
|
(11.36
|
)
|
|
18.47
|
|
|
15.39
|
|
|
2.07
|
|
||||
Income tax expense (benefit) (c)
|
|
(6.27
|
)
|
|
10.06
|
|
|
7.11
|
|
|
0.52
|
|
||||
Results of operations
|
|
$
|
(5.09
|
)
|
|
$
|
8.41
|
|
|
$
|
8.28
|
|
|
$
|
1.55
|
|
(a)
|
Natural gas volumes have been converted to barrels of oil equivalent (BOE) based on energy content of six thousand cubic feet (Mcf) of gas to one barrel of oil.
|
(b)
|
Revenues are net of royalty payments.
|
(c)
|
U.S. federal income taxes reflect certain expenses related to oil and gas activities allocated for U.S. income tax purposes . These amounts are computed using the statutory rate in effect during the period.
|
(d)
|
The 2019 results of operations excluded amounts related to Africa Assets.
|
OXY 2019 FORM 10-K
|
117
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
|
|
2019
|
|
2018
|
|
2017
|
Average WTI oil price (per barrel)
|
|
$55.69
|
|
$65.56
|
|
$51.34
|
Average Brent price (per barrel)
|
|
$63.03
|
|
$72.20
|
|
$54.93
|
Average Henry Hub natural gas price (per MMBtu)
|
|
$2.58
|
|
$3.10
|
|
$2.98
|
millions
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
||||
AT DECEMBER 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
|
$
|
97,293
|
|
|
$
|
5,803
|
|
|
$
|
28,715
|
|
|
$
|
131,811
|
|
Future costs
|
|
|
|
|
|
|
|
|
||||||||
Production costs and other operating
|
|
(47,685
|
)
|
|
(2,824
|
)
|
|
(9,786
|
)
|
|
(60,295
|
)
|
||||
Development costs (a)
|
|
(13,137
|
)
|
|
(553
|
)
|
|
(2,543
|
)
|
|
(16,233
|
)
|
||||
Future income tax expense
|
|
(4,097
|
)
|
|
(687
|
)
|
|
(2,559
|
)
|
|
(7,343
|
)
|
||||
Future net cash flows
|
|
32,374
|
|
|
1,739
|
|
|
13,827
|
|
|
47,940
|
|
||||
10% discount factor
|
|
(12,427
|
)
|
|
(701
|
)
|
|
(6,819
|
)
|
|
(19,947
|
)
|
||||
Standardized measure of discounted future net cash flows (b)
|
|
$
|
19,947
|
|
|
$
|
1,038
|
|
|
$
|
7,008
|
|
|
$
|
27,993
|
|
AT DECEMBER 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
|
$
|
75,313
|
|
|
$
|
6,104
|
|
|
$
|
31,158
|
|
|
$
|
112,575
|
|
Future costs
|
|
|
|
|
|
|
|
|
||||||||
Production costs and other operating
|
|
(33,373
|
)
|
|
(2,673
|
)
|
|
(9,609
|
)
|
|
(45,655
|
)
|
||||
Development costs (a)
|
|
(9,450
|
)
|
|
(377
|
)
|
|
(2,136
|
)
|
|
(11,963
|
)
|
||||
Future income tax expense
|
|
(4,150
|
)
|
|
(959
|
)
|
|
(3,524
|
)
|
|
(8,633
|
)
|
||||
Future net cash flows
|
|
28,340
|
|
|
2,095
|
|
|
15,889
|
|
|
46,324
|
|
||||
10% discount factor
|
|
(14,288
|
)
|
|
(846
|
)
|
|
(7,729
|
)
|
|
(22,863
|
)
|
||||
Standardized measure of discounted future net cash flows
|
|
$
|
14,052
|
|
|
$
|
1,249
|
|
|
$
|
8,160
|
|
|
$
|
23,461
|
|
AT DECEMBER 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
|
$
|
59,289
|
|
|
$
|
3,961
|
|
|
$
|
25,662
|
|
|
$
|
88,912
|
|
Future costs
|
|
|
|
|
|
|
|
|
||||||||
Production costs and other operating
|
|
(29,318
|
)
|
|
(1,915
|
)
|
|
(9,349
|
)
|
|
(40,582
|
)
|
||||
Development costs (a)
|
|
(7,986
|
)
|
|
(238
|
)
|
|
(2,199
|
)
|
|
(10,423
|
)
|
||||
Future income tax expense
|
|
(1,838
|
)
|
|
(543
|
)
|
|
(2,906
|
)
|
|
(5,287
|
)
|
||||
Future net cash flows
|
|
20,147
|
|
|
1,265
|
|
|
11,208
|
|
|
32,620
|
|
||||
10% discount factor
|
|
(10,951
|
)
|
|
(423
|
)
|
|
(5,026
|
)
|
|
(16,400
|
)
|
||||
Standardized measure of discounted future net cash flows
|
|
$
|
9,196
|
|
|
$
|
842
|
|
|
$
|
6,182
|
|
|
$
|
16,220
|
|
(a)
|
Included asset retirement costs.
|
(b)
|
Excluded discounted future net cash flows of $2.0 billion related to Occidental’s Africa Assets.
|
118
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
millions
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Balance at January 1
|
|
$
|
23,461
|
|
|
$
|
16,220
|
|
|
$
|
9,713
|
|
Sales and transfers of oil and gas produced, net of production costs and other operating expenses
|
|
(8,884
|
)
|
|
(7,828
|
)
|
|
(5,362
|
)
|
|||
Net change in prices received per barrel, net of production costs and other operating expenses
|
|
(6,823
|
)
|
|
9,482
|
|
|
7,598
|
|
|||
Extensions, discoveries and improved recovery, net of future production and development costs
|
|
2,607
|
|
|
3,378
|
|
|
1,534
|
|
|||
Change in estimated future development costs
|
|
(1,636
|
)
|
|
(3,463
|
)
|
|
(1,283
|
)
|
|||
Revisions of quantity estimates
|
|
(1,769
|
)
|
|
664
|
|
|
966
|
|
|||
Previously estimated development costs incurred during the period
|
|
3,297
|
|
|
1,943
|
|
|
1,643
|
|
|||
Accretion of discount
|
|
2,276
|
|
|
1,551
|
|
|
922
|
|
|||
Net change in income taxes
|
|
2,905
|
|
|
(1,182
|
)
|
|
(528
|
)
|
|||
Purchases and sales of reserves in place, net
|
|
9,945
|
|
|
347
|
|
|
688
|
|
|||
Changes in production rates and other
|
|
2,614
|
|
|
2,349
|
|
|
329
|
|
|||
Net change
|
|
4,532
|
|
|
7,241
|
|
|
6,507
|
|
|||
Balance at December 31
|
|
$
|
27,993
|
|
|
$
|
23,461
|
|
|
$
|
16,220
|
|
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
||||
2019
|
|
|
|
|
|
|
|
|
||||||||
Oil ($/bbl)
|
|
$
|
54.31
|
|
|
$
|
57.26
|
|
|
$
|
61.96
|
|
|
$
|
56.09
|
|
NGL ($/bbl)
|
|
$
|
16.03
|
|
|
$
|
—
|
|
|
$
|
21.31
|
|
|
$
|
17.06
|
|
Gas ($/Mcf)
|
|
$
|
1.31
|
|
|
$
|
7.01
|
|
|
$
|
1.59
|
|
|
$
|
1.45
|
|
2018
|
|
|
|
|
|
|
|
|
||||||||
Oil ($/bbl)
|
|
$
|
56.30
|
|
|
$
|
64.32
|
|
|
$
|
67.69
|
|
|
$
|
60.64
|
|
NGL ($/bbl)
|
|
$
|
27.64
|
|
|
$
|
—
|
|
|
$
|
23.20
|
|
|
$
|
26.25
|
|
Gas ($/Mcf)
|
|
$
|
1.59
|
|
|
$
|
6.43
|
|
|
$
|
1.58
|
|
|
$
|
1.62
|
|
2017
|
|
|
|
|
|
|
|
|
||||||||
Oil ($/bbl)
|
|
$
|
47.91
|
|
|
$
|
48.50
|
|
|
$
|
50.38
|
|
|
$
|
48.93
|
|
NGL ($/bbl)
|
|
$
|
23.67
|
|
|
$
|
—
|
|
|
$
|
18.05
|
|
|
$
|
21.63
|
|
Gas ($/Mcf)
|
|
$
|
2.31
|
|
|
$
|
5.08
|
|
|
$
|
1.52
|
|
|
$
|
1.84
|
|
OXY 2019 FORM 10-K
|
119
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
2019
|
|
|
|
|
|
|
|
|
||||
Oil
|
|
|
|
|
|
|
|
|
|
|||
Exploratory
|
|
22
|
|
|
—
|
|
|
7
|
|
|
29
|
|
Development
|
|
422
|
|
|
68
|
|
|
129
|
|
|
619
|
|
Gas
|
|
|
|
|
|
|
|
|
|
|||
Exploratory
|
|
—
|
|
|
2
|
|
|
5
|
|
|
7
|
|
Development
|
|
2
|
|
|
—
|
|
|
2
|
|
|
4
|
|
Dry
|
|
|
|
|
|
|
|
|
|
|||
Exploratory
|
|
1
|
|
|
3
|
|
|
6
|
|
|
10
|
|
Development
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
2018
|
|
|
|
|
|
|
|
|
||||
Oil
|
|
|
|
|
|
|
|
|
||||
Exploratory
|
|
11
|
|
|
2
|
|
|
5
|
|
|
18
|
|
Development
|
|
267
|
|
|
54
|
|
|
138
|
|
|
459
|
|
Gas
|
|
|
|
|
|
|
|
|
||||
Development
|
|
3
|
|
|
—
|
|
|
1
|
|
|
4
|
|
Dry
|
|
|
|
|
|
|
|
|
||||
Exploratory
|
|
—
|
|
|
2
|
|
|
3
|
|
|
5
|
|
2017
|
|
|
|
|
|
|
|
|
||||
Oil
|
|
|
|
|
|
|
|
|
||||
Exploratory
|
|
14
|
|
|
1
|
|
|
5
|
|
|
20
|
|
Development
|
|
201
|
|
|
51
|
|
|
105
|
|
|
357
|
|
Gas
|
|
|
|
|
|
|
|
|
||||
Development
|
|
2
|
|
|
—
|
|
|
1
|
|
|
3
|
|
Dry
|
|
|
|
|
|
|
|
|
||||
Exploratory
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Wells at
December 31, 2019 (a)
|
|
United
States
|
|
Latin
America
|
|
Middle East
|
|
Total
|
||||||||||||||||
Oil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross (b)
|
|
20,976
|
|
|
(1,196
|
)
|
|
1,881
|
|
|
—
|
|
|
2,579
|
|
|
—
|
|
|
25,436
|
|
|
(1,196
|
)
|
Net (c)
|
|
17,304
|
|
|
(1,076
|
)
|
|
954
|
|
|
—
|
|
|
1,205
|
|
|
—
|
|
|
19,463
|
|
|
(1,076
|
)
|
Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross (b)
|
|
9,596
|
|
|
(2,386
|
)
|
|
35
|
|
|
—
|
|
|
113
|
|
|
(2
|
)
|
|
9,744
|
|
|
(2,388
|
)
|
Net (c)
|
|
8,056
|
|
|
(2,138
|
)
|
|
33
|
|
|
—
|
|
|
58
|
|
|
(2
|
)
|
|
8,147
|
|
|
(2,140
|
)
|
(a)
|
The numbers in parentheses indicate the number of wells with multiple completions.
|
(b)
|
The total number of wells in which interests are owned.
|
(c)
|
The sum of fractional interests.
|
120
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
Exploratory and development wells being drilled
|
|
|
|
|
|
|
|
|
||||
Gross
|
|
73
|
|
|
2
|
|
|
23
|
|
|
98
|
|
Net
|
|
57
|
|
|
2
|
|
|
13
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
||||
Exploratory and development wells pending completion (a,b)
|
|
|
|
|
|
|
|
|
||||
Gross
|
|
359
|
|
|
—
|
|
|
—
|
|
|
359
|
|
Net
|
|
294
|
|
|
—
|
|
|
—
|
|
|
294
|
|
(a)
|
Wells suspended or waiting on completion include exploration and development wells where drilling has occurred, but the wells are awaiting the completion of hydraulic fracturing or other completion activities or the resumption of drilling in the future.
|
(b)
|
There were 138 MMBOE of PUDs primarily assigned to U.S. onshore development wells suspended or waiting on completion at December 31, 2019, Occidental expects to convert all of these PUDs reserves to developed status within five years of their initial disclosure.
|
thousands
|
|
United
States
|
|
|
Latin
America
|
|
|
Middle East
|
|
|
Total
|
|
Developed (a)
|
|
|
|
|
|
|
|
|
||||
Gross (b)
|
|
6,782
|
|
|
146
|
|
|
589
|
|
|
7,517
|
|
Net (c)
|
|
4,208
|
|
|
97
|
|
|
215
|
|
|
4,520
|
|
Undeveloped (d)
|
|
|
|
|
|
|
|
|
||||
Gross (b)
|
|
1,992
|
|
|
1,853
|
|
|
5,536
|
|
|
9,381
|
|
Net (c)
|
|
1,341
|
|
|
996
|
|
|
4,717
|
|
|
7,054
|
|
Fee Mineral Ownership (e)
|
|
|
|
|
|
|
|
|
||||
Gross (b)
|
|
12,515
|
|
|
—
|
|
|
—
|
|
|
12,515
|
|
Net (c)
|
|
8,810
|
|
|
—
|
|
|
—
|
|
|
8,810
|
|
(a)
|
Acres spaced or assigned to productive wells.
|
(b)
|
Total acres in which interests are held.
|
(c)
|
Sum of the fractional interests owned based on working interests, or interests under PSCs and other economic arrangements.
|
(d)
|
Acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas, regardless of whether the acreage contains proved reserves.
|
(e)
|
Occidental’s fee mineral acreage is primarily undeveloped.
|
OXY 2019 FORM 10-K
|
121
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
Sales per Day from Ongoing Operations (MBOE/d)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
United States
|
|
|
|
|
|
|
|||
Permian Resources
|
|
355
|
|
|
214
|
|
|
141
|
|
Permian EOR
|
|
154
|
|
|
154
|
|
|
150
|
|
DJ Basin
|
|
120
|
|
|
—
|
|
|
—
|
|
Gulf of Mexico
|
|
58
|
|
|
—
|
|
|
—
|
|
Other Domestic
|
|
27
|
|
|
4
|
|
|
5
|
|
Total
|
|
714
|
|
|
372
|
|
|
296
|
|
Latin America
|
|
34
|
|
|
32
|
|
|
33
|
|
Middle East
|
|
|
|
|
|
|
|||
Al Hosn Gas
|
|
82
|
|
|
73
|
|
|
71
|
|
Dolphin
|
|
42
|
|
|
40
|
|
|
42
|
|
Oman
|
|
89
|
|
|
86
|
|
|
95
|
|
Qatar
|
|
35
|
|
|
55
|
|
|
58
|
|
Total
|
|
248
|
|
|
254
|
|
|
266
|
|
Total Sales from Ongoing Operations (MBOE/d)
|
|
996
|
|
|
658
|
|
|
595
|
|
Sold domestic operations
|
|
—
|
|
|
—
|
|
|
8
|
|
Discontinued operations - Africa Assets
|
|
33
|
|
|
—
|
|
|
—
|
|
Total Sales (MBOE/d)
|
|
1,029
|
|
|
658
|
|
|
603
|
|
122
|
OXY 2019 FORM 10-K
|
|
Supplemental Oil and Gas Information
(Unaudited)
|
Sales per Day by Products from Ongoing Operations (MBOE/d)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
United States
|
|
|
|
|
|
|
|||
Oil (Mbbl)
|
|
|
|
|
|
|
|||
Permian Resources
|
|
207
|
|
|
132
|
|
|
85
|
|
Permian EOR
|
|
117
|
|
|
117
|
|
|
113
|
|
DJ Basin
|
|
46
|
|
|
—
|
|
|
—
|
|
Gulf of Mexico
|
|
48
|
|
|
—
|
|
|
—
|
|
Other Domestic
|
|
7
|
|
|
1
|
|
|
2
|
|
Total
|
|
425
|
|
|
250
|
|
|
200
|
|
NGL (Mbbl)
|
|
|
|
|
|
|
|||
Permian Resources
|
|
74
|
|
|
38
|
|
|
26
|
|
Permian EOR
|
|
30
|
|
|
29
|
|
|
27
|
|
DJ Basin
|
|
28
|
|
|
—
|
|
|
—
|
|
Gulf of Mexico
|
|
4
|
|
|
—
|
|
|
—
|
|
Other Domestic
|
|
4
|
|
|
—
|
|
|
—
|
|
Total
|
|
140
|
|
|
67
|
|
|
53
|
|
Natural gas (MMcf)
|
|
|
|
|
|
|
|||
Permian Resources
|
|
442
|
|
|
261
|
|
|
184
|
|
Permian EOR
|
|
44
|
|
|
50
|
|
|
57
|
|
DJ Basin
|
|
275
|
|
|
—
|
|
|
—
|
|
Gulf of Mexico
|
|
34
|
|
|
—
|
|
|
—
|
|
Other Domestic
|
|
98
|
|
|
16
|
|
|
18
|
|
Total
|
|
893
|
|
|
327
|
|
|
259
|
|
Latin America
|
|
|
|
|
|
|
|||
Oil (Mbbl)
|
|
33
|
|
|
31
|
|
|
32
|
|
Natural gas (MMcf)
|
|
7
|
|
|
6
|
|
|
7
|
|
Middle East
|
|
|
|
|
|
|
|||
Oil (Mbbl)
|
|
|
|
|
|
|
|||
Al Hosn Gas
|
|
14
|
|
|
13
|
|
|
13
|
|
Dolphin
|
|
7
|
|
|
7
|
|
|
7
|
|
Oman
|
|
66
|
|
|
63
|
|
|
72
|
|
Qatar
|
|
35
|
|
|
55
|
|
|
58
|
|
Total
|
|
122
|
|
|
138
|
|
|
150
|
|
NGL (Mbbl)
|
|
|
|
|
|
|
|||
Al Hosn Gas
|
|
26
|
|
|
23
|
|
|
23
|
|
Dolphin
|
|
8
|
|
|
8
|
|
|
8
|
|
Total
|
|
34
|
|
|
31
|
|
|
31
|
|
Natural gas (MMcf)
|
|
|
|
|
|
|
|||
Al Hosn Gas
|
|
251
|
|
|
220
|
|
|
211
|
|
Dolphin
|
|
161
|
|
|
152
|
|
|
159
|
|
Oman
|
|
138
|
|
|
139
|
|
|
138
|
|
Total
|
|
550
|
|
|
511
|
|
|
508
|
|
Total Sales from Ongoing Operations (MBOE/d)
|
|
996
|
|
|
658
|
|
|
595
|
|
OXY 2019 FORM 10-K
|
123
|
Schedule II – Valuation and Qualifying Accounts
|
Occidental Petroleum Corporation
and Subsidiaries
|
|
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
millions
|
|
Balance at Beginning of Period
|
|
|
Charged to
Costs and
Expenses
|
|
|
Charged to
Other
Accounts
|
|
|
Deductions (a)
|
|
|
Balance at
End of
Period
|
|
|
|||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
668
|
|
|
$
|
126
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
788
|
|
(b)
|
Environmental, litigation and other reserves
|
|
$
|
994
|
|
|
$
|
182
|
|
|
$
|
1,408
|
|
|
$
|
(173
|
)
|
|
$
|
2,411
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
594
|
|
|
$
|
77
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
668
|
|
(b)
|
Environmental, litigation, tax and other reserves
|
|
$
|
935
|
|
|
$
|
140
|
|
|
$
|
85
|
|
|
$
|
(166
|
)
|
|
$
|
994
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
558
|
|
|
$
|
37
|
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
$
|
594
|
|
(b)
|
Environmental, litigation, tax and other reserves
|
|
$
|
997
|
|
|
$
|
45
|
|
|
$
|
53
|
|
|
$
|
(160
|
)
|
|
$
|
935
|
|
(c)
|
(a)
|
Primarily represents payments.
|
(b)
|
Of these amounts, $22 million, $24 million and $18 million in 2019, 2018, and 2017, respectively, are classified as current.
|
(c)
|
Of these amounts, $188 million, $146 million and $163 million in 2019, 2018, and 2017, respectively, are classified as current.
|
124
|
OXY 2019 FORM 10-K
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
MANAGEMENT’S ANNUAL ASSESSMENT OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
|
DISCLOSURE CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
OXY 2019 FORM 10-K
|
125
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
|
a)
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
b)
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
c)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
7,450,436 (1)
|
|
$79.98 (2)
|
|
52,452,301 (3)
|
(1)
|
Included shares reserved to be issued pursuant to restricted stock units, stock options (Options), and performance-based awards. Shares for performance-based awards are included assuming maximum payout, but may be paid out at lesser amounts, or not at all, according to achievement of performance goals.
|
(2)
|
Price applies only to the Options included in column (a). Exercise price is not applicable to the other awards included in column (a).
|
(3)
|
A plan provision requires each share covered by an award (other than stock appreciation rights (SARs) and Options) to be counted as if three shares were issued in determining the number of shares that are available for future awards. Accordingly, the number of shares available for future awards may be less than the amount shown depending on the type of award granted. Additionally, under the plan, the amount shown may increase, depending on the award type, by the number of shares currently unvested or forfeitable, or three times that number as applicable, that are forfeited or canceled, or correspond to the portion of any stock-based awards settled in cash.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
126
|
OXY 2019 FORM 10-K
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
•
|
should not be treated as categorical statements of fact, but rather as a way of allocating the risk among the parties if those statements prove to be inaccurate;
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from the way investors may view materiality; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
OXY 2019 FORM 10-K
|
127
|
10.7
|
|
10.8
|
|
10.9
|
Form of Indemnification Agreement between Occidental and each of its directors and certain executive officers (filed as Exhibit B to the Proxy Statement of Occidental for its May 21, 1987, Annual Meeting of Stockholders, File No. 1-9210).
|
10.10
|
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 ended September 30, 1994, File No. 1-9210).
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28
|
128
|
OXY 2019 FORM 10-K
|
10.29
|
|
10.30
|
|
10.31
|
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
|
10.36
|
|
10.37
|
|
10.38
|
|
10.39
|
|
10.40
|
|
10.41
|
|
10.42
|
|
21
|
|
23.1
|
|
23.2
|
|
23.3
|
|
31.1
|
|
31.2
|
|
32.1
|
|
99.1
|
|
99.2
|
|
101.INS
|
Inline XBRL Instance Document.
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
104
|
OXY 2019 FORM 10-K
|
129
|
ITEM 16.
|
FORM 10-K SUMMARY
|
130
|
OXY 2019 FORM 10-K
|
SIGNATURES
|
|
OCCIDENTAL PETROLEUM CORPORATION
|
|
|
|
|
|
By:
|
/s/ Vicki Hollub
|
|
|
Vicki Hollub
|
|
|
President and Chief Executive Officer
|
|
|
|
Title
|
Date
|
|
|
|
|
|
|
/s/ Vicki Hollub
|
|
President, Chief Executive Officer
|
February 27, 2020
|
|
Vicki Hollub
|
|
and Director
|
|
|
|
|
|
|
|
/s/ Cedric W. Burgher
|
|
Senior Vice President and
|
February 27, 2020
|
|
Cedric W. Burgher
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ Christopher O. Champion
|
|
Vice President, Chief Accounting Officer
|
February 27, 2020
|
|
Christopher O. Champion
|
|
and Controller
|
|
|
|
|
|
|
|
/s/ Spencer Abraham
|
|
Director
|
February 27, 2020
|
|
Spencer Abraham
|
|
||
|
|
|
|
|
|
/s/ Eugene L. Batchelder
|
|
Chairman of the Board of Directors
|
February 27, 2020
|
|
Eugene L. Batchelder
|
|
||
|
|
|
|
|
|
/s/ Margaret M. Foran
|
|
Director
|
February 27, 2020
|
|
Margaret M. Foran
|
|
||
|
|
|
|
|
|
/s/ Carlos M. Gutierrez
|
|
Director
|
February 27, 2020
|
|
Carlos M. Gutierrez
|
|
||
|
|
|
|
|
|
/s/ William R. Klesse
|
|
Director
|
February 27, 2020
|
|
William R. Klesse
|
|
||
|
|
|
|
|
|
/s/ Jack B. Moore
|
|
Director
|
February 27, 2020
|
|
Jack B. Moore
|
|
||
|
|
|
|
|
|
/s/ Avedick B. Poladian
|
|
Director
|
February 27, 2020
|
|
Avedick B. Poladian
|
|
||
|
|
|
|
|
|
/s/ Robert M. Shearer
|
|
Director
|
February 27, 2020
|
|
Robert M. Shearer
|
|
||
|
|
|
|
|
|
/s/ Elisse B. Walter
|
|
Director
|
February 27, 2020
|
|
Elisse B. Walter
|
|
||
|
|
|
|
|
OXY 2019 FORM 10-K
|
131
|
1
|
1
|
2
|
23
|
23
|
23
|
23
|
23
|
23
|
24
|
24
|
24
|
25
|
27
|
4.1 Pre-Tax Deferrals, Roth Contributions and After‑Tax Contributions
|
27
|
4.2 Catch‑Up Contributions
|
28
|
29
|
30
|
30
|
30
|
32
|
32
|
33
|
33
|
6.2 Discrimination Limits on Pre-Tax Deferrals and Roth Contributions
|
35
|
37
|
6.4 Discrimination Limits on Matching Contributions, After‑Tax Contributions, and Adjustment Contributions
|
40
|
42
|
45
|
48
|
49
|
49
|
7.2 In‑Service Withdrawals
|
49
|
52
|
52
|
57
|
58
|
62
|
64
|
65
|
66
|
67
|
67
|
67
|
69
|
70
|
70
|
70
|
71
|
71
|
72
|
72
|
72
|
72
|
72
|
73
|
73
|
74
|
74
|
74
|
76
|
76
|
77
|
81
|
11.4 Non‑Reversion
|
81
|
82
|
82
|
82
|
83
|
83
|
83
|
84
|
84
|
84
|
84
|
84
|
85
|
86
|
86
|
88
|
89
|
89
|
89
|
92
|
92
|
93
|
93
|
93
|
93
|
94
|
94
|
94
|
15.1 Application of Top‑Heavy Provisions
|
96
|
96
|
15.3 Determination of Top‑Heavy Ratio
|
97
|
98
|
99
|
99
|
99
|
100
|
100
|
16.4 Non‑Alienation
|
100
|
101
|
102
|
102
|
102
|
102
|
103
|
(a)
|
“Account” means the separate recordkeeping account maintained for each Participant which represents his or her total proportionate interest in the Trust Fund and which consists of the sum of following:
|
(1)
|
After‑Tax Account;
|
(2)
|
After-Tax Rollover Account;
|
(3)
|
In-Plan Roth Rollover Account;
|
(4)
|
Matching Account;
|
(5)
|
Pre-Tax Account;
|
(6)
|
Rollover Account;
|
(7)
|
Roth Account; and
|
(8)
|
Roth Rollover Account.
|
(b)
|
“Accounting Date” means any day on which trading occurs on the New York Stock Exchange.
|
(c)
|
“ACP Test” means the average contribution percentage test performed in accordance with Plan section 6.4.
|
(d)
|
“Active Participant” means any Eligible Employee who:
|
(1)
|
Has met the requirements to become a Participant as set forth in Article 3,
|
(2)
|
Continues to be employed as an Eligible Employee, and
|
(3)
|
Has not become an Inactive Participant or Former Participant.
|
(e)
|
“Actual Deferral Percentage” means, for each group of Participants for any period, the average of the ratios (calculated separately for each Participant in each group) of Pre-Tax Deferrals and/or Roth Contributions taken into account under the rules of this paragraph made on behalf of the Participant for the Plan Year to that Participant’s Testing Compensation earned while a Participant for the Plan Year. Such ratios and the Actual Deferral Percentage for each group shall be calculated to the nearest one‑hundredth of 1 percent of a Participant’s Testing Compensation. If Pre-Tax Deferrals or Roth Contributions cannot be taken into account under the ADP Test because they do not meet the following rules, then such amount must satisfy the nondiscrimination requirements of Code section 401(a)(4) for the Plan Year for which they are made. The following rules shall apply in determining the Average Deferral Percentages:
|
(1)
|
Pre-Tax Deferrals and Roth Contributions shall be taken into account for the Plan Year in determining a Participant’s Actual Deferral Percentage only if all of the following requirements are met:
|
(A)
|
The Pre-Tax Deferral and/or Roth Contribution is allocated as of a date in the Plan Year and the allocation is not contingent on the Participant’s participation in the Plan or performance of services for an Employer after the allocation date.
|
(B)
|
The Pre-Tax Deferral and/or Roth Contribution is contributed to the Trust Fund no more than 12 months after the last day of the Plan Year.
|
(C)
|
The Pre-Tax Deferral and/or Roth Contribution is made on account of the Participant’s election to reduce Earnings that would otherwise be paid within that Plan Year. Notwithstanding the foregoing, to the extent elected by the Administrative Committee on a uniform basis, Pre-Tax Deferrals and/or Roth Contributions may be taken into account for the Plan Year if they are attributable to services performed during the Plan Year and, but for the Participant’s election to reduce Earnings, would have been received by the Participant after the last day of the Plan Year but within 2½ months after the last day of the Plan Year. If the Administrative Committee makes this election for a Plan Year, then the Pre-Tax Deferrals and/or Roth Contributions shall be taken into account only in the ADP Test (or the ACP Test) for that Plan Year and shall not be taken into account in the ADP Test (or the ACP Test) for any other Plan Year.
|
(2)
|
If any Highly Compensated Employee is a participant under two or more qualified cash or deferred arrangements of the Company or any Affiliate (including this Plan), all such cash or deferred arrangements shall be treated as one such arrangement for purposes of determining the Actual Deferral Percentage of the Highly Compensated Employee, except as provided in Treasury Regulations section 1.401(k)‑2(a)(3)(ii).
|
(3)
|
Pre-Tax Deferrals and/or Roth Contributions of Highly Compensated Employees for the Plan Year shall include Excess Deferrals, whether or not such Excess Deferrals are distributed under Plan section 6.1.
|
(4)
|
Pre-Tax Deferrals and/or Roth Contributions taken into account under the ACP Test of Plan section 6.4 for the Plan Year shall not be taken into account under the ADP Test of this Plan section for the same or any other Plan Year.
|
(5)
|
Pre-Tax Deferrals and/or Roth Contributions made pursuant to Code section 414(u) shall not be taken into account for purposes of the ADP Test (or the ACP Test) for the Plan Year in which they are made or in any other Plan Year.
|
(f)
|
“ADP Test” means the actual deferral percentage test performed in accordance with Plan section 6.2.
|
(g)
|
“Adjustment Contributions” means Pre-Tax Deferrals and/or Roth Contributions which are recharacterized as After‑Tax Contributions in order to comply with nondiscrimination tests of Code sections 401(k) and 401(m), as described in Plan sections 6.2 and 6.4. To the extent required by Treasury Regulations section 1.401(m)‑2(b)(3), Adjustment Contributions after recharacterization shall be treated as:
|
(1)
|
After‑Tax Contributions for purposes of Code sections 72, 401(a)(4), and 401(m); and
|
(2)
|
Pre-Tax Deferrals and/or Roth Contributions for purposes of Code sections 401(a) (other than Code sections 401(a)(4), 401(k), and 401(m)), 404, 409, 411, 415, 416, and 417.
|
(h)
|
“Administrative Committee” means the committee appointed by the Board to administer the Plan in accordance with the applicable provisions of Article 12 of this Plan.
|
(i)
|
“Affiliate” means:
|
(1)
|
Any business entity while it is controlled by or under common control with the Company within the meaning of Code sections 414 and 1563, or
|
(2)
|
Any member of an affiliated service group, within the meaning of Code section 414(m), of which the Company or any Affiliate is a member; and
|
(3)
|
Any entity which, pursuant to Code section 414(o) and related Treasury Regulations, must be aggregated with the Company or any Affiliate for plan qualification purposes.
|
(j)
|
“After‑Tax Account” means the recordkeeping account which evidences the value of After‑Tax Contributions and any Adjustment Contributions, including related investment gains and losses of the Trust Fund.
|
(k)
|
“After‑Tax Contributions” means the voluntary contributions made by a Participant to the Plan on an after‑tax basis, as described in Plan section 4.1.
|
(l)
|
“After-Tax Rollover Account” means the recordkeeping account which evidences the value of After-Tax Rollover Contributions, including related investment gains and losses of the Trust Fund.
|
(m)
|
“After-Tax Rollover Contributions” means the eligible after-tax contributions made at the direction of the Employee pursuant to Plan section 10.12 on or after January 1, 2020.
|
(n)
|
“Alternate Payee” means, with respect to a Participant, any Spouse, former Spouse, child, or other dependent of that Participant, who is an alternate payee, within the meaning of Code section 414(p)(8), and who is recognized by a Qualified Domestic Relations Order as having the right to receive all or a portion of the benefits payable under the Plan with respect to the Participant.
|
(o)
|
“Annual Addition” means the sum of the amounts described in Plan section 6.6(b).
|
(p)
|
“Annual Bonus” means up to the first $100,000 of bonus paid from an Employer to an Active Participant, who is not a “named executive officer,” as that term is defined in Regulations S‑K under the Securities Exchange Act of 1934 (17 CFR §229.402(a)(3)), during the Plan Year under a regular annual incentive compensation plan, such as the Company’s Variable Compensation Program or Incentive Compensation Program (but excluding without limitation a special individual or group bonus, a project bonus, and any other special bonus).
|
(q)
|
“Average Contribution Percentage” means, for each group of Participants for any period, the average of the ratios (calculated separately for each Participant in each group) of the sum of Matching Contributions, After‑Tax Contributions, and Adjustment Contributions made on behalf of the Participant for the Plan Year to that Participant’s Testing Compensation earned while a Participant for the Plan Year. Such ratios and Average Contribution Percentage for each group shall be calculated to the nearest one‑hundredth of 1 percent of an Eligible Employee’s Testing Compensation. If Matching Contributions, After‑Tax Contributions or Adjustment Contributions cannot be taken into account under the ACP Test because they do not meet the following rules, then such amount must satisfy the nondiscrimination requirements of Code section 401(a)(4) for the Plan Year for which they are made. The following rules shall apply in determining the Average Contribution Percentages:
|
(1)
|
After‑Tax Contributions shall be taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year that the After‑Tax Contributions are transferred to the Trust Fund. For this purpose, an After‑Tax Contribution is treated as transferred to the Trust Fund at the time it would have been paid to the Participant if it is transferred to the Trust Fund within a reasonable time after the amount is withheld from the Participant’s Earnings.
|
(2)
|
Adjustment Contributions are taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year in which the Adjustment Contributions are includible in the gross income of the Participant.
|
(3)
|
Matching Contributions are taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year only if all of the following are met:
|
(A)
|
The Matching Contribution is made on account of the Participant’s Pre-Tax Deferrals, Roth Contributions or After‑Tax Contributions for the Plan Year.
|
(B)
|
The Matching Contribution is allocated to the Participant’s Matching Account as of a date within the Plan Year.
|
(C)
|
The Matching Contribution is transferred to the Trust Fund no more than 12 months after the last day of the Plan Year.
|
(4)
|
Any Matching Contributions that are forfeited because the Pre-Tax Deferrals, Roth Contributions or After‑Tax Contributions to which they relate are determined to be an Excess Deferral, an Excess Contribution, or an Excess Aggregate Contribution for the Plan Year are not taken into account in determining a Participant’s Average Contribution Percentage for the Plan Year.
|
(5)
|
If any Highly Compensated Employee is a participant under two or more Qualified Plans of the Company or any Affiliate (including this Plan) that provide for matching contributions or after‑tax contributions, all such contributions made by or on behalf of the Highly Compensated Employee under such Qualified Plans during the 12‑
|
(6)
|
Matching Contributions and After‑Tax Contributions made pursuant to Code section 414(u) shall not be taken into account for purposes of the ACP Test for the Plan Year in which they are made or in any other Plan Year.
|
(7)
|
Subject to the conditions prescribed and to the extent permitted by Treasury Regulations section 1.401(m)‑2(a)(6)(ii), the Administrative Committee may elect to take into account Pre-Tax Deferrals and Roth Contributions in computing Average Contribution Percentages.
|
(r)
|
“Base Pay” means the base salary and wages earned by an Active Participant from an Employer for services rendered, including amounts of Pre-Tax Deferrals, Roth Contributions and amounts contributed pursuant to the Pre-Tax Spending Program.
|
(1)
|
Base Pay does not include:
|
(A)
|
Bonuses, incentives, overtime, shift differential, and overseas differentials;
|
(B)
|
Reimbursement for expenses or allowances, including automobile allowances and moving allowances;
|
(C)
|
Any amount contributed by the Employer (other than Pre-Tax Deferrals, Roth Contributions and amounts contributed pursuant to the Pre-Tax Spending Program) to any pension plan or plan of deferred compensation;
|
(D)
|
Any amount contributed by an Employer (in addition to Pre-Tax Deferrals, Roth Contributions and Catch‑Up Contributions) to this Plan;
|
(E)
|
Any amount paid by an Employer for other fringe benefits, such as health and hospitalization, and group life insurance benefits, or perquisites; and
|
(F)
|
Allowances paid during furlough and, for purposes of paragraph (2)(F) below, such furloughs shall not be treated as paid leaves of absence.
|
(2)
|
Base Pay is determined in accordance with the following rules:
|
(A)
|
For Active Participants compensated by salary, Base Pay means the actual base salary of record paid to the Active Participant (subject to the exclusions listed above).
|
(B)
|
For Active Participants compensated based on mileage driven (primarily truck drivers), Base Pay means the number of miles driven multiplied by the applicable mileage pay rate (subject to the exclusions listed above), plus the Active Participant’s scheduled number of hours worked in the pay period multiplied by the Active Participant’s base hourly rate (subject to the exclusions listed above).
|
(C)
|
For Active Participants compensated at an hourly rate, Base Pay means the base hourly rate (subject to the exclusions listed above) multiplied by the number of regularly scheduled hours worked in a pay period. If the Active Participant’s regularly scheduled work week is more than 40 hours, Base Pay shall include an additional amount equal to the base hourly rate (subject to the exclusions listed above) times one half the number of regularly scheduled hours worked in excess of 40 in the work week.
|
(D)
|
For Active Participants compensated on an eight, ten, twelve, or some other assigned hour Shift Basis and whose annual Base Pay is pre‑determined under the Company’s payroll recordkeeping, Base Pay for each pay period shall be the Active Participant’s pre-determined annual Base Pay (subject to the exclusions listed above) divided by the number of pay periods applicable to the Active Participant during the Plan Year. For the purpose of this subsection, the term “Shift Basis” means any arrangement whereby Active Participants work the assigned hour daily shifts which may result in alternating work weeks of more and less than 40 hours per week.
|
(E)
|
Base Pay includes paid time off and vacation pay received in periodic payments and annual paid time off and vacation payments made to Employees paid by commission, but does not include single sum paid time off and vacation payments to active or terminating Employees.
|
(F)
|
Base Pay includes base salary or wages received during paid leaves of absence and periodic notice pay, but, effective July 1, 2006, Base Pay does not include single sum notice pay payments or any severance pay payments.
|
(G)
|
Base Pay does not include long‑term disability payments or payments made to any Participant pursuant to the Occidental Chemical Corporation Weekly Sickness and Accident Plan unless:
|
(i)
|
Such payments are made to the Participant through the payroll accounting department of the Company or an Affiliate, and
|
(ii)
|
The Participant is ineligible for participation in the Retirement Plan.
|
(H)
|
Base Pay includes any payment to a Participant who does not currently perform services for an Employer by reason of qualified military service (within the meaning of Code section 414(u)(1)) to the extent that the payment does not exceed the amount that the Participant would have received if the Participant continued to perform services for the Employer rather than entering qualified military service.
|
(s)
|
“Beneficiary” means the person or persons (who may be named contingently or successively) designated by a Participant, an Alternate Payee, or a Beneficiary of a deceased Participant or a deceased Alternate Payee to receive his or her Account in the event of death.
|
(1)
|
The Spouse consents in writing to the designation of any specific non‑Spouse Beneficiary which may not be changed without the Spouse’s consent (unless the Spouse’s consent expressly permits the Participant to change Beneficiary designations without further consent by the Spouse);
|
(2)
|
The consent acknowledges the effect of such designation; and
|
(3)
|
The consent is notarized.
|
(t)
|
“Board” means the Board of Directors of the Company.
|
(u)
|
“Catch‑Up Contributions” means the contributions made by the Employer, on or after June 30, 2002, on behalf of an Active Participant, who will have attained age 50 before the last day of the Plan Year, on a Pre-Tax and/or Roth basis as elected by the Participant pursuant to Plan section 4.2. Catch‑Up Contributions for the Plan Year may not exceed the limit in effect for such Plan Year under Code section 414(v)(2)(B)(i), as adjusted pursuant to Code section 414(v)(2)(C).
|
(v)
|
“Code” means the Internal Revenue Code of 1986, as amended. Each Code reference in this Plan shall be deemed to include reference to any comparable or succeeding statutory provision which supplements or replaces such Code reference.
|
(w)
|
“Company” means Occidental Petroleum Corporation.
|
(x)
|
“Covered Employee” means a Participant who is covered under the Plan’s eligible automatic contribution arrangement under Section 4.6. Prior to October 8, 2019, a Covered Employee will include all Eligible Employees hired on or after August 5, 2016, excluding interns and temporary employees, and on and after October 8, 2019, a Covered Employee will include all Eligible Employees (including Eligible Employees hired prior to August 5, 2016).
|
(y)
|
“Disability” means the disability of:
|
(1)
|
Any Active Participant who is determined to be disabled under section 423 of Title 42 of the U. S. Code and who receives disability insurance benefits thereunder; or
|
(2)
|
Any Active Participant who is a participant in the Occidental Petroleum Corporation Long‑Term Disability Plan or, prior to March 1, 2002, the OxyVinyls, LP Long‑Term Disability Plan and who is determined to be disabled therein under the definition of “disability” applicable to the period beginning 24 months after the commencement of disability and who receives benefits thereunder.
|
(z)
|
“Earnings” means the sum of Base Pay and Annual Bonus paid to an Active Participant by an Employer during the Plan Year. Effective for Plan Years beginning after 2001, the annual Earnings of each Participant taken into account in determining allocations for any Plan Year shall not exceed $200,000, as adjusted for cost‑of‑living increases in accordance with Code section 401(a)(17)(B).
|
(aa)
|
“Eligible Dividends” means, as further described in Plan section 11.2:
|
(1)
|
Between June 1, 2002 and July 18, 2007, dividends paid on Oxy Stock held in the Oxy Stock Fund attributable to the Participant’s Matching Account constituting the ESOP portion of the Plan; and
|
(2)
|
On or after July 19, 2007, dividends paid on Oxy Stock held in the Oxy Stock Fund constituting the ESOP portion of the Plan.
|
(3)
|
Eligible Dividends paid on Oxy Stock held in the Oxy Stock Fund attributable the Participant’s Matching Account shall be reflected in the Participant’s Matching Account. Eligible Dividends paid on Oxy Stock held in the Oxy Stock Fund attributable to other than the Participant’s Matching Account shall be reflected for recordkeeping purposes in the After-Tax Account, Pre-Tax Account, Rollover Account, Roth Account or Roth Rollover Account from which the Eligible Dividend is derived.
|
(bb)
|
“Eligible Employee” means any Employee who is employed by an Employer, unless excluded under one or more of the following categories of Employees:
|
(1)
|
Represented Employees where retirement benefits were the subject of good faith bargaining between the Employer and the union, unless the collective bargaining agreement covering the Represented Employees expressly provides participation in the Plan. Represented Employees covered by collective bargaining agreements providing for their participation in the Plan became Eligible Employees as of the dates noted in Appendix A.
|
(2)
|
Employees who are nonresident aliens who receive no earned income from the Employer which constitutes U.S.‑source income under Code section 861(a)(3), unless the Administrative Committee expressly makes the Plan available to such an Employee.
|
(3)
|
Leased Employees.
|
(4)
|
Employees of Occidental Oil and Gas Corporation who immediately before January 1, 2008 were eligible employees under the THUMS Long Beach Company Savings and Investment Plan (as defined in that plan) and who thus continue to participate under that plan. Notwithstanding the previous sentence, effective July 1, 2008, Employees of Occidental Oil and Gas Corporation who immediately before July 1, 2008 were eligible employees under the THUMS Long Beach Company Savings and Investment Plan (as defined in that plan) shall be Eligible Employees under this Plan.
|
(5)
|
Effective August 8, 2019, any Employee of Anadarko Petroleum Corporation who is not a citizen or legal resident of the United States and is not regularly employed at a worksite of Employer within the United States.
|
(cc)
|
“Employee” means any person employed by the Company or an Affiliate.
|
(dd)
|
“Employer” means the Company and any Affiliate which is designated, in accordance Article 14, by the Board or, if authorized by the Board, the Administrative Committee and which adopts the Plan. Affiliates which are not corporations are not eligible to be Employers under the Plan.
|
(ee)
|
“ESOP” means, as further described in Plan section 1.3:
|
(1)
|
Between June 1, 2002 and July 18, 2007, the portion of the Plan comprised of the Matching Accounts, or portions thereof, invested in the Oxy Stock Fund under the Plan, at any point in time and in the aggregate, and
|
(2)
|
On or after July 19, 2007, the Oxy Stock Fund, at any point in time and in the aggregate.
|
(ff)
|
“Excess Aggregate Contribution” means the amount contributed by or on behalf of a Highly Compensated Employee in excess of the ACP Test limit, as specified in Plan section 6.5.
|
(gg)
|
“Excess Contribution” means the amount deferred by a Highly Compensated Employee in excess of the ADP Test limit, as specified in Plan section 6.3.
|
(hh)
|
“Excess Deferral” means the amount deferred by a Participant on a Pre-Tax or Roth basis in excess of the dollar limit specified in Plan section 6.1.
|
(ii)
|
“ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended. Each ERISA reference in this Plan shall be deemed to include reference to any comparable or succeeding statutory provision which supplements or replaces such ERISA reference.
|
(jj)
|
“Former Participant” means an Active Participant or Inactive Participant who has had a Separation from Service, but whose Account has not been fully distributed.
|
(kk)
|
“Highly Compensated Employee” means an Employee described in Code section 414(q) and includes any Employee who:
|
(1)
|
Was a 5-percent owner (as defined in Code section 416(i)(1)(B)(i)) at any time during the Plan Year or the preceding Plan Year; or
|
(2)
|
For the preceding Plan Year, received Section 415 Compensation in excess of $80,000 (as adjusted by reference to Code section 414(q)(1)).
|
(ll)
|
“Inactive Participant” means an Employee who was an active Participant but who is transferred to and is in a position of employment where he is no longer an Eligible Employee, as described in Plan section 3.3(b).
|
(mm)
|
“In-Plan Roth Rollover Account” means the recordkeeping account which evidences the value of In-Plan Roth Rollover Contributions, including gains and losses of the Trust Fund.
|
(nn)
|
“In-Plan Roth Rollover Contributions” means the eligible contributions made at the direction of the Employee in accordance with Code section 402A(c)(4) and Plan section 7.8.
|
(oo)
|
“Investment Committee” means the committee appointed by the Board to administer the investments of the Plan.
|
(pp)
|
“Investment Fund” means funds that have been approved by the Investment Committee for investment in the Trust Fund and includes the Oxy Stock Fund. The Investment Committee may, from time to time in its discretion and in exercise of its fiduciary responsibilities, select different funds, add to the set of available funds, close funds to new investment, or remove one or more funds (except the Oxy Stock Fund). The current set of Investment Funds shall be maintained and documented in Appendix B.
|
(qq)
|
“Leased Employee” means any person within the meaning of Code section 414(n)(2) who is not reported on the payroll records of the Company or any Affiliate as a common law employee and who provides services to the Company or an Affiliate, but only if the services are provided under an agreement between the Company or Affiliate and a leasing organization, the person has performed services for the Company and Affiliates on a substantially full time basis for a period of at least one year, and the services are performed under the primary direction or control of the Company or Affiliate that is the service recipient.
|
(1)
|
The individual is covered by a money purchase pension plan meeting the requirements of Code section 414(n)(5)(B) and Leased Employees, determined without regard to the limitation in this paragraph, do not constitute more than 20% of all Nonhighly Compensated Employees of the Company and all Affiliates.
|
(2)
|
All requirements of this paragraph are satisfied for that Plan Year and each previous Plan Year with respect to which Code section 414(n) was effective with respect to the Company or any Affiliate.
|
(A)
|
The Qualified Plans of the Company and all Affiliates exclude Leased Employees from participation and no such Qualified Plan is top-heavy (within the meaning of Code section 416);
|
(B)
|
The number of leased persons, providing services to the Company and all Affiliates during the Plan Year, is less than 5% of the number of Employees (excluding such leased persons and Highly Compensated Employees) covered by any Qualified Plan maintained by the Company or any Affiliate at any time during such Plan Year. An individual is a leased person for this purpose if all of the following requirements are satisfied:
|
(i)
|
During the Plan Year, the individual performs any services for the Company or any Affiliate, other than as an Employee, and the requirements of Code section 414(n)(2)(A) (relating to performing services pursuant to an agreement with the Company or any Affiliate) and Code section 414(n)(2)(C) (relating to performing services under the primary direction or control of the Company or any Affiliate) are satisfied.
|
(ii)
|
During the Plan Year, the individual is credited with at least 1,500 hours of service, including service performed as an Employee and in any other capacity. For purposes of this subparagraph, “hours of service” has the same meaning as the term “hour of service” provided by Department of Labor Regulations section 2530.200b‑2. If one of the equivalencies set forth in Department of Labor Regulations section 2530.200b‑3 is used, such equivalency shall be used on a reasonable and consistent basis and the 1,500‑hour requirement must be adjusted accordingly. With respect to determining whether an individual has satisfied the 1,500‑hour requirement, reasonable approximations may be made.
|
(iii)
|
The individual either:
|
(I)
|
Is not covered under a Qualified Plan as an Employee at any time during the Plan Year; or
|
(II)
|
Performs at least 501 hours of service (reasonably adjusted if one of the equivalencies set forth in Department of Labor Regulations section 2530.200b–3 is used) for the Company or any Affiliate other than as an Employee.
|
(C)
|
The Administrative Committee has not been notified by the leased person and provided satisfactory evidence by the leased person that he or she is a Leased Employee.
|
(rr)
|
“Nonhighly Compensated Employee” means an Employee who is not a Highly Compensated Employee.
|
(ss)
|
“Nonrepresented Employees” means any Employee who is not a Represented Employee.
|
(tt)
|
“Matching Account” means the recordkeeping account which evidences the value of Matching Contributions and the value of Eligible Dividends paid on Oxy Stock held in the Participant’s Matching Account, including related investment gains and losses of the Trust Fund.
|
(uu)
|
“Matching Contributions” means the contributions made by the Employer pursuant to Plan section 5.2 on account of Pre-Tax Deferrals, Roth Contributions or After‑Tax Contributions made on behalf of or by the Participant.
|
(vv)
|
“MidCon Corp. ESOP” means the MidCon Corp. Employee Stock Ownership Plan as effective November 20, 1996.
|
(ww)
|
“Oxy Stock” means the common stock of Occidental Petroleum Corporation, which is the class of stock having the greatest voting power and dividend rights. Oxy Stock is readily tradable on established securities market within the meaning of Treasury Regulation section 1.401(a)(35)-1(f)(5) for purposes of Code sections 401(a)(22), 401(a)(28)(C), 409(h)(1)(B), 409(l) and 1042(c)(1)(A).
|
(xx)
|
“Oxy Stock Fund” means the Investment Fund that is invested primarily in Oxy Stock and such short‑term interest‑bearing securities as the Investment Committee or the Trustee considers advisable.
|
(yy)
|
“Participant” means an Active Participant, Inactive Participant, or a Former Participant, as applicable.
|
(zz)
|
“Plan Year” means the calendar year.
|
([[)
|
“Pre-Tax Account” means the recordkeeping account which evidences the value of Pre-Tax Deferrals, including related investment gains and losses of the Trust Fund.
|
(aaa)
|
“Pre-Tax Deferrals” means the contributions made by the Employer on behalf of the Participant on a Pre-Tax basis as elected by the Participant pursuant to Plan section 4.1.
|
(bbb)
|
“Pre-Tax Spending Program” means the Occidental Petroleum Corporation Flexible Spending Accounts Plan.
|
(ccc)
|
“Qualified Domestic Relations Order” means a qualified domestic relations order, within the meaning of Code section 414(p), which creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable to a Participant.
|
(ddd)
|
“Qualified Plan” means a plan, other than this Plan, which is qualified under Code section 401(a).
|
(eee)
|
“Represented Employee” means any Employee, whose employment is subject to a collective bargaining agreement.
|
(fff)
|
“Retirement Plan” means the Occidental Petroleum Corporation Retirement Plan.
|
(ggg)
|
“Rollover Account” means the recordkeeping account which evidences the value of Rollover Contributions, including related investment gains and losses of the Trust Fund.
|
(hhh)
|
“Rollover Contributions” means the eligible pre-tax contributions made at the direction of the Employee pursuant to Plan section 10.12.
|
(iii)
|
“Roth Account” means the recordkeeping account which evidences the value of Roth Contributions, including related investment gains and losses of the Trust Fund, but excluding any forfeitures.
|
(jjj)
|
“Roth Contributions” means the contributions made by the Employer on behalf of the Participant on an after-tax basis as elected by the Participant pursuant to Plan section 4.1. A Participant’s Roth Contributions will be separately accounted for, as will gains and losses attributable thereto, in a separate account. Roth Contributions are not considered After-Tax Contributions for Plan purposes.
|
(kkk)
|
“Roth Rollover Account” means the recordkeeping account which evidences the value of Roth Rollover Contributions, including related investment gains and losses of the Trust Fund.
|
(lll)
|
“Roth Rollover Contributions” means an eligible rollover contribution of any payment or distribution from another Roth rollover account of the Employee. A Participant’s Roth Rollover Contributions will be maintained in a separate account which includes any earnings properly allocable to such contributions and that will have separate recordkeeping.
|
(mmm)
|
“Separation from Service” means any termination of the employment relationship between an Employee and the Company and all Affiliates. A Separation from Service shall be deemed to occur upon the earlier of:
|
(1)
|
The date upon which the Employee quits, is discharged, is laid off, incurs a Disability, or dies; or
|
(2)
|
The first anniversary of the first day of a period in which the Employee is (and remains) absent from the Service for any reason (such as paid time off, vacation, sickness, or approved leave of absence) not enumerated in paragraph (1), provided that if an Employee is granted a leave of absence but fails to return to employment at the end of the leave period, Separation from Service will be deemed to have occurred upon the date the Employee was originally granted a leave of absence.
|
(3)
|
Notwithstanding paragraph (2), the Separation from Service date of an Employee who is absent from Service beyond the first anniversary of the first day of absence by reason of a maternity or paternity leave is the second anniversary of the first day of such absence. The period between the first and second anniversaries of the first day of absence from work is neither a period of Service nor a period of severance. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence:
|
(A)
|
By reason of the pregnancy of the individual;
|
(B)
|
By reason of the birth of a child of the individual;
|
(C)
|
By reason of the placement of a child with the individual in connection with the adoption of such child by such individual; or
|
(D)
|
For purposes of caring for such child for a period beginning immediately following such birth or placement.
|
(nnn)
|
“Service” means the periods of employment credited using the elapsed time method described to an Employee under Plan section 3.4.
|
(ooo)
|
“Section 415 Compensation” means, with respect to a Participant for the period specified, the total cash and non‑cash remuneration paid to a Participant by the Employer or an Affiliate, determined as follows:
|
(1)
|
Section 415 Compensation includes all amounts described in Treasury Regulations section 1.415–2(d)(2), including:
|
(A)
|
All wages; bonuses; other amounts received (without regard to whether the amount is paid in cash) for personal services actually rendered in the course of employment with the Company or any Affiliate, to the extent that the amounts are includible in gross income for federal income tax purposes and for which the Company or Affiliate is required to furnish to the Participant a written statement under Code sections 6041(d), 6051(a)(3), and 6052;
|
(B)
|
Amounts paid or reimbursed by the Company or Affiliate for moving expenses incurred by the Participant, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are not deductible by the Participant under Code section 217; and
|
(C)
|
The value of a nonqualified stock option granted to the Participant by the Company or Affiliate, but only to the extent that the value of the option is includible in the gross income of the Participant, for federal income tax purposes, for the taxable year in which granted.
|
(2)
|
In addition, Section 415 Compensation includes all of the following:
|
(A)
|
The Participant’s Pre-Tax Deferrals, Roth Contributions and Catch‑Up Contributions for the Plan Year;
|
(B)
|
Elective contributions that are excluded from the Participant’s gross income under a Code section 125 cafeteria plan maintained by the Participant’s Employer, such as the Pre-Tax Spending Program; and
|
(C)
|
Any elective deferral, as defined in Code section 402(g)(3), made under a plan maintained by the Company or any Affiliate, and any amount which is contributed to or deferred by the Company or any Affiliate at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code sections 125, 132(f)(4), 408(k), or 457.
|
(D)
|
Effective July 1, 2006, Section 415 Compensation includes remuneration paid by the later of 2½ months after an Employee’s Separation from Service or the end of the Plan Year that includes the date of the Employee’s Separation from Service with the Company or an Affiliate, if:
|
(i)
|
The payment is regular compensation for services during the Employee’s regular working hours, or compensation for services outside the employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and, absent a Separation from Service, the payments would have been paid to the Employee while the Employee continued in employment with the Company or an Affiliate;
|
(ii)
|
The payment is for unused accrued bona fide sick, paid time off, vacation or other leave that the Employee would have been able to use if there had not been a Separation from Service;
|
(iii)
|
The payment is to an individual who does not currently perform services for the Company or any Affiliate by reason of qualified military service (within the meaning of Code section 414(u)(1)) to the extent the payment does not exceed the amount the individual would have received if the individual had continued to perform services for the Company or an Affiliate rather than entering qualified military service; or
|
(iv)
|
Compensation paid to a Participant who is permanently and totally disabled (as defined in Code section 22(e)(3)), provided that salary continuation applies to all Participants who are permanently and totally disabled for a fixed or determinable period.
|
(3)
|
However, Section 415 Compensation excludes all amounts described in Treasury Regulations section 1.415–2(d)(3), including the following amounts:
|
(A)
|
Any contributions made by the Company or any Affiliate to a plan of deferred compensation to the extent that, before the application of the limitations of Code section 415 to that plan, the contributions are not includible in the gross income of the employee for the taxable year in which contributed;
|
(B)
|
Distributions from a plan of deferred compensation, regardless of whether such amounts are includible in the gross income of the employee when distributed; provided, however, that distributions from and any amounts received by the Participant pursuant to an unfunded nonqualified plan are included in Section 415 Compensation in the year the amounts are includible in the gross income of the Participant;
|
(C)
|
Amounts realized from the exercise of a nonqualified stock option, or when restricted stock or property held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;
|
(D)
|
Amounts realized from the exercise of an incentive stock option, as defined in Code section 422, or the sale, exchange, or other disposition (including a disqualifying disposition) of stock acquired through the exercise of an incentive stock option;
|
(E)
|
Amounts realized from the sale, exchange, or other disposition of stock acquired under an employee stock purchase plan, as defined in Code section 423; and
|
(F)
|
Other amounts which receive special tax benefits, such as premiums for group‑term life insurance, but only to the extent that the premiums are not includible in the gross income of the employee for federal income tax purposes.
|
(ppp)
|
“Supplemental Plan Participant” means a Participant in this Plan who is or was also a participant in the Occidental Petroleum Corporation Supplemental Retirement Plan, effective through December 31, 2004, or the Occidental Petroleum Corporation Supplemental Retirement Plan II, effective as of January 1, 2005, as determined under Appendix G to this Plan.
|
(qqq)
|
“Spouse” means the individual of the opposite sex and, effective as of June 26, 2013, also includes an individual of the same sex, to whom a Participant is married, where the marriage was valid at the time the marriage ceremony was performed, in a state or foreign jurisdiction (the “Jurisdiction”) having legal authority to sanction such marriage, provided that such marriage has not subsequently been legally dissolved. For purposes of the Plan, such a marriage shall be treated as valid even if the couple is domiciled in a Jurisdiction that does not recognize the validity of the marriage. Notwithstanding the foregoing, for the period beginning June 26, 2013 and ending September 15, 2013, the Plan may be administered to recognize only those marriages between members of the same sex where the couple was domiciled in a Jurisdiction where the validity of the marriage was recognized during such period. For purposes of the Plan, the term “marriage” does not include a registered domestic partnership, civil union or other similar formal relationship recognized under the laws of a Jurisdiction but which is not recognized as a marriage under that Jurisdiction, even if state law provides that persons in these relationships have the same rights, protections, and benefits, under state law, as married persons.
|
(rrr)
|
“Testing Compensation” means, for purposes of the ADP Test and ACP Test, compensation within the meaning of Code section 414(s)(1), except that the Administrative Committee may elect not to include in such compensation any amount which is contributed by the Employer pursuant to a salary reduction agreement and which is not includible in gross income of the Employee under Code section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).
|
(sss)
|
“Total Excess Aggregate Contributions” means the total amount of Excess Aggregate Contributions to be corrected to satisfy the ACP Test for the Plan Year as determined under Plan section 6.5(b).
|
(ttt)
|
“Total Excess Contributions” means the total amount of Excess Contributions to be corrected to satisfy the ADP Test for the Plan Year as determined under Plan section 6.3(b).
|
(uuu)
|
“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury under the Code.
|
(vvv)
|
“Trust Agreement” means any agreement in the nature of a trust established to form a part of the Plan to receive, hold, invest, and dispose of the Trust Fund.
|
(www)
|
“Trust Fund” means the assets of every kind and description held under any Trust Agreement forming a part of the Plan.
|
(xxx)
|
“Trustee” means any person selected by the Company to act as Trustee under any Trust Agreement at any time of reference.
|
(yyy)
|
“Unit” means the unit of measure into which each Investment Fund is divided for purposes of ascertaining the share of each such fund attributable to each Participant, Beneficiary and Alternate Payee.
|
(a)
|
Transfers to Eligible Employee Status. An Employee who transfers to employment as an Eligible Employee shall become an Active Participant on the first day of the month in which such transfer takes place.
|
(b)
|
Transfers from Eligible Employee Status. A Participant who transfers to employment status where he or she no longer is an Eligible Employee shall become an Inactive Participant.
|
(1)
|
An Inactive Participant is not eligible to make or receive Pre-Tax Deferrals, Roth Contributions, Catch‑Up Contributions, After‑Tax Contributions (including Adjustment Contributions) or Matching Contribution on Earnings paid after the date of transfer to an ineligible status.
|
(2)
|
An Inactive Participant shall continue to accrue Service under this Plan. Upon Separation from Service, the Participant’s vested interest shall be based on total Service with the Company and all Affiliates.
|
(3)
|
An Inactive Participant remains eligible to receive in‑service withdrawals, subject to the terms of Plan section 7.2, plan loans, subject to the terms of Article 8, and to transfer eligible amounts to his or her Rollover Account, Roth Rollover Account or After-Tax Rollover Account, subject to the terms of Plan section 10.12.
|
(a)
|
General Rules. An Employee shall be credited with Service on an elapsed time basis for the period during which the employment relationship exists between the Employee and the Company or any Affiliate, the length of which shall be determined, in completed years and months, during the following periods of time:
|
(1)
|
Credit shall be given to an Employee for the period of time beginning on the first day of the month in which the individual first becomes an Employee and ending on the last day of the month in which occurs the Employee’s Separation from Service.
|
(2)
|
Credit shall be given to an Employee for each period beginning upon the date the individual has a Separation from Service and ending upon the first day of the month in which the individual first becomes an Employee thereafter but only if the Employee is reemployed within 12 months of the date of such Separation from Service.
|
(3)
|
Credit shall be given to an Employee after a Separation from Service for any period beginning on the first day of the month in which the Employee first becomes an Employee after rehire and ending on the last day of the month the Employee has a Separation from Service thereafter.
|
(4)
|
Whenever the total number of years of Service of an Employee must be ascertained under this Plan, all noncontinuous periods of Service which are credited to such Employee shall be aggregated, regardless of the length or any period of Service and regardless of the length of any period between a Separation from Service and rehire. For purposes of aggregating such years of Service, the completed years and months credited to an Employee during any period of Service shall be added to the number of completed years and months credited to the Employee during any other period of noncontinuous Service. This Plan does not disregard periods of Service, even though permitted to do so under Code section 411(a)(6).
|
(5)
|
Service by any Leased Employee shall be credited under this section should the Leased Employee ever become an Eligible Employee under this Plan.
|
(b)
|
Special Rules. For purposes of determining an Employee’s Service under this Plan, the special Service counting rules set forth in Appendix C shall apply to increase, but not decrease, the Service of any Employee.
|
(a)
|
Employee Accounts. A Participant’s interest in his or her Pre-Tax Account, Roth Account, After‑Tax Account, Rollover Account, Roth Rollover Account, After-Tax Rollover Account and In-Plan Roth Rollover Account shall be fully vested at all times.
|
(b)
|
Matching Account. A Participant’s interest in his or her Matching Account shall become vested in accordance with this section, if not vested earlier under the special vesting rules of subsection (c).
|
(1)
|
Unless vested earlier under the provisions of this section, a Participant shall vest in his or her Matching Account based on the Participant’s completed years of Service.
|
(A)
|
Effective January 1, 2007, a Participant who is first employed by a Company or any Affiliate after 2006, shall have no nonforfeitable right to his or her Matching Account until the Participant completes three years of Service and shall be 100 percent vested in his or her Matching Account when the Participant is credited with three or more years of Service.
|
(B)
|
Effective January 1, 2007, a Participant who was first employed by the Company or any Affiliate before 2007, shall have the nonforfeitable percentage of his Matching Account determined based on the following table:
|
Years of Service
|
Percentage Vested
|
|
Less than 1
|
0
|
%
|
1
|
20
|
%
|
2
|
40
|
%
|
3
|
100
|
%
|
(C)
|
Effective January 1, 2015, an Active Participant, irrespective of when he or she was first employed by the Company or an Affiliate, shall be 100 percent vested in his or her Matching Account.
|
(2)
|
Furthermore, a Participant shall become fully vested in his or her Matching Account to the extent required under Code section 411(d)(3) and Plan section 13.2 upon a complete termination of the Plan, a partial termination of the Plan affecting the Participant, or upon a complete discontinuance of contributions to the Plan.
|
(c)
|
Special Vesting Rules.
|
(1)
|
Notwithstanding the foregoing, a Participant described in Appendix D shall vest in his or her Matching Account under the provisions of that Appendix D, rather than subsection (b).
|
(2)
|
A Participant shall at all times be fully vested in any Eligible Dividends with respect to which the Participant is offered a dividend pass‑through deduction to the extent required under Plan section 11.2(d)(3). These amounts will be held in either:
|
(A)
|
The Participant’s Matching Account, or
|
(B)
|
The Participant’s Pre-Tax Account, Roth Account, After-Tax Account, Rollover Account, Roth Rollover Account, After-Tax Rollover Account and In-Plan Roth Rollover Account, in which the Participant is always fully vested, based on the account from which the Eligible Dividend is derived.
|
(3)
|
With respect to any frozen contributions under this Plan or any Qualified Plan that is merged into this Plan, if such contributions resume under this Plan or any Qualified Plan into which this Plan is merged, then for purposes of determining the Participant’s nonforfeitable right to such contributions, a Participant shall receive credit for Service incurred both prior to and subsequent to the date such contributions were frozen.
|
(d)
|
Vesting and Benefit Payments. Being vested does not mean that a Participant is entitled to immediate distribution benefits. Benefits under the Plan shall be paid only in accordance with Article 7.
|
(a)
|
The Participant elects, in accordance with Plan section 7.3, to commence or receive a distribution of the value of the Participant’s vested Account on account of a Separation from Service. For this purpose, if the percentage vested in the table under Plan section 3.5(b)) is zero, the Participant will be deemed to have elected such a distribution and the nonvested portion of the Account will be immediately forfeited.
|
(b)
|
The Participant incurs five consecutive breaks in service. For this purpose, a break in service is a period of 12 months in which the Participant is absent from Service, except that if the absence is due to a maternity or paternity reason described in Plan section 2.1(lll)(3), the period between the first and second anniversaries of such absence shall be neither a period of Service nor a period of severance.
|
(a)
|
Covered Employees will be automatically enrolled in the Plan as described in Plan section 4.6 below.
|
(b)
|
Except as otherwise provided in this Plan, each Active Participant may elect to contribute as After‑Tax Contributions or to have the Employer contribute on the Participant’s behalf as Pre-Tax Deferrals and Roth Contributions an amount of the Participant’s Base Pay which together is from 1 percent to the contribution percentage limit specified for the Active Participant in Appendix E for the Plan Year. The Administrative Committee may adjust the contribution percentage limit specified in Appendix E at the beginning of each Plan Year without the need of a formal Plan amendment, provided that any such limitations shall be communicated to eligible Participants in advance of the pay periods to which such limitations will apply. The percentage elected of Pre-Tax Deferrals, Roth Contributions and/or After‑Tax Contributions may be in increments of a tenth of a percent.
|
(c)
|
Notwithstanding anything in this Plan to the contrary, no Participant shall be permitted to have elective deferrals made under this Plan, or any other Qualified Plan maintained by the Company or Affiliates during any taxable year, in excess of the dollar limitation contained in Code section 402(g)(1) in effect for such taxable year, except to the extent permitted under Code section 414(v).
|
(d)
|
No benefits other than Matching Contributions shall be conditioned on a Participant’s election to make After‑Tax Contributions or have Pre-Tax Deferrals and Roth Contributions made on the Participant’s behalf under this Plan. Any portion of a contribution that is not designated as a Pre-Tax Deferral, Roth Contribution or Catch‑Up Contribution shall be designated as an After‑Tax Contribution.
|
(e)
|
The Participant’s election made under this section shall be made in accordance with the rules set forth in this Article and such other rules of nondiscriminatory application as the Administrative Committee may prescribe for the proper administration of the Plan.
|
(a)
|
Catch‑Up Contributions shall not be taken into account for purposes of the provisions of Plan sections 6.1 and 6.6, implementing the required limitations of Code sections 402(g) and 415, respectively.
|
(b)
|
The Plan shall not be treated as failing to satisfy the provisions of the Plan sections 6.2, 6.4, or Article 15, implementing the requirements of Code section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of Catch‑Up Contributions.
|
(c)
|
Elections to make Catch‑Up Contributions shall be made separately from the Active Participant’s election of Pre-Tax Deferrals or Roth Contributions under Plan section 4.1, shall not be subject to the contribution percentage limit on Pre-Tax Deferrals and Roth Contributions specified in Plan section 4.1, and shall be made in accordance with uniform procedures established by the Administrative Committee. Such election procedures will require the eligible Active Participant to elect Catch‑Up Contributions as a fixed dollar amount per pay period.
|
(d)
|
Under no circumstances will Catch‑Up Contributions elected under this Plan section entitle the Participant to Matching Contribution, even if it is later determined that the contribution is not a Catch‑Up Contribution because it is less than an applicable limit.
|
(e)
|
For purposes of recordkeeping and communications with Participants, Catch‑Up Contributions, Pre-Tax Deferrals and Roth Contributions may be aggregated and reported as held in the Participant’s Pre-Tax Account or Roth Account, as applicable, without changing the character of any Catch‑Up Contributions as such for purposes of Code section 414(v).
|
(a)
|
Each Active Participant shall be permitted to make the elections described in Plan section 4.1 and, if eligible, Plan section 4.2 in the manner prescribed by the Administrative Committee. If a Participant has elected to begin, stop, increase, or decrease Pre-Tax Deferrals, Roth Contributions, After‑Tax Contributions or, if eligible, Catch‑Up Contributions, the Active Participant may file a new election in the manner prescribed by the Administrative Committee to change Pre-Tax Deferrals, Roth Contributions, After‑Tax Contributions or, if eligible, Catch‑Up Contributions at any time and such election shall become effective on the first pay period following the date on which the election is properly received. The election shall remain in effect until changed by the Active Participant or until he or she ceases to be an Active Participant or goes on an unpaid leave of absence.
|
(b)
|
If an Active Participant becomes an Inactive Participant or Former Participant, or goes on unpaid leave of absence, any Pre-Tax Deferrals, Roth Contributions, After‑Tax Contributions and Catch‑Up Contributions for the Participant shall cease. If the individual again becomes an Active Participant or returns from an unpaid leave of absence, he or she may make a new election under this section.
|
(c)
|
All elections shall apply to Earnings paid in the first available payroll period following the date the election is processed and shall be irrevocable for such period. In addition, except for occasional, bona fide administrative considerations, Pre-Tax Deferrals, Roth Contributions and Catch‑Up Contributions made pursuant to such elections cannot precede the earlier of the performance of services relating to the Pre-Tax Deferrals, Roth Contributions or Catch‑Up Contributions and the date when the Earnings subject to the election would be currently available to the Participant in the absence of an election to defer.
|
(a)
|
Effective Date. The following automatic enrollment procedures will apply with respect to all Covered Employees. All Covered Employees hired prior to October 8, 2019, who have not made an affirmative election under Plan section 4.1 to make deferrals or contributions to the Plan equal or greater than the Default Percentage (defined below) will be automatically enrolled in accordance with the following automatic enrollment procedures on November 15, 2019. For Plan Years beginning after December 31, 2019, the procedures set forth in this Plan section 4.6 are intended to constitute an eligible automatic contribution arrangement that satisfies Code section 414(w) and provides excise tax relief with respect to excess amounts distributed within 6 months after the end of the plan year under Code section 4979(f).
|
(b)
|
Default Percentage. A Covered Employee will have a reasonable opportunity after receipt of the automatic enrollment notice to make an alternate election. If a Covered Employee fails to make an alternate election, Pre-Tax Deferrals will automatically begin being made on such Covered Employee’s behalf, in an amount equal to 5% of his or her Base Pay (i.e., the “Default Percentage”) on the Covered Employee’s date of hire.
|
(c)
|
Alternate Election. In the event a Covered Employee does not desire to have Pre-Tax Deferrals made on his or her behalf at the Default Percentage, the Covered Employee may elect a different amount up to the contribution percentage limit specified for the Active Participant in Appendix E for the Plan Year or elect to not participate in the Plan. Any alternate election is to be made in accordance with the election procedures set forth in Section 4.3 above.
|
(d)
|
Withdrawal. No later than 30 days after default Pre-Tax Deferrals are first withheld from a Covered Employee’s Base Pay, the Covered Employee may request a distribution of his or her default Pre-Tax Deferrals. The amount to be distributed from the Plan upon the Covered Employee’s request is equal to the amount of default Pre-Tax Deferrals made through the earlier of (a) the pay date for the second payroll period that begins after the Covered Employee’s withdrawal request and (b) the first pay date that occurs 30 days after the Eligible Employee’s request, plus attributable earnings through the date of distribution. Unless the Covered Employee affirmatively elects otherwise, any withdrawal request will be treated as an affirmative election to cease default Pre-Tax Deferrals made on the Covered Employee’s behalf. Default Pre-Tax Deferrals distributed pursuant to this Section 4.6(d) are not counted towards the Code section 402(g) limit. Matching Contributions that might otherwise be allocated to a Covered Employee’s Account on behalf of default Pre-Tax Deferrals will not be allocated to the extent the Covered Employee withdraws such default Pre-Tax Deferrals pursuant to this Section 4.6(d) and any Matching Contributions already made on account of such default Pre-Tax Deferrals that are later withdrawn pursuant to this Section 4.6(d) will be forfeited and subject to allocation as a forfeiture.
|
(e)
|
Notices. For Plan Years beginning after December 31, 2019, the Company will provide Covered Employees with the notice required under Code section 414(w)(4) describing the Plan’s automatic enrollment procedures prior to the beginning of each Plan Year regardless of whether the Covered Employee has an affirmative election for Pre-Tax Deferrals in place.
|
(a)
|
Dollar Limit. For any calendar year, the sum of the following items shall not exceed the elective deferral dollar limit of Code section 402(g)(1), as adjusted pursuant to Code section 402(g)(4):
|
(1)
|
All Pre-Tax Deferrals and Roth Contributions (but not Catch‑Up Contributions) made on behalf of an Active Participant for that calendar year; and
|
(2)
|
Any other Pre-Tax or Roth contributions made for the calendar year to any Qualified Plan maintained by the Company or any Affiliate which are elective deferrals as defined in Code section 402(g)(3), but not including any such elective deferrals that are catch‑up contributions under Code section 414(v).
|
(b)
|
Calendar Year as Participant’s Taxable Year. A Pre-Tax Deferral and Roth Contribution made on behalf of an Active Participant shall be treated as made for a calendar year, for purposes of Plan section 6.1(a)(1) if it is made on account of the Active Participant’s election to reduce Earnings that would otherwise be payable within that calendar year.
|
(c)
|
Preventing Excess Deferrals. If before the end of a calendar year, the Administrative Committee determines (or the Active Participant notifies his or her Employer that he or she has determined) that Pre-Tax Deferrals and/or Roth Contributions to be made on behalf of an Active Participant for that calendar year would exceed the limits of this section or Code section 402(g), then the Administrative Committee shall take one or both of the following steps, to the extent necessary, to avoid exceeding the limits of this section or Code section 402(g):
|
(1)
|
Permit an Active Participant to submit a revised election under Plan section 4.1; or
|
(2)
|
Reduce Pre-Tax Deferrals and/or Roth Contributions that otherwise would be made, pursuant to the Participant’s current election, for the rest of the calendar year (and adjust the corresponding reductions in Earnings) so that the limits are not exceeded.
|
(d)
|
Correcting Excess Deferrals. If Excess Deferrals have been made on the Participant’s behalf in excess of the limits of Code section 402(g), then the Excess Deferrals shall be corrected as follows:
|
(1)
|
The Participant must notify the Administrative Committee, by such other means as the Administrative Committee shall prescribe, no later than March 1, immediately following the close of a calendar year, stating that the sum of the items described in subsection 6.1(a) are in excess of the limits of Code section 402(g). The notice provided by the Participant shall state the portion of such excess amount that has been allocated to this Plan as an Excess Deferral. The amount of the Excess Deferral allocated to this Plan shall not exceed the total amount of the Pre-Tax Deferrals and/or Roth Contributions (excluding Catch‑Up Contributions) made on behalf of the Participant for that calendar year. The Administrative Committee may require the Participant to certify to the amount of the Excess Deferral and to provide substantiating evidence satisfactory to the Administrative Committee.
|
(2)
|
If the Active Participant does not provide the notice described in paragraph (1) by the following March 1, but it is determined that Pre-Tax Deferrals and/or Roth Contributions (excluding Catch‑Up Contributions) made on behalf of an Active Participant for a calendar year inadvertently exceed the limits of subsection (a), then the Excess Deferral for the calendar year shall be distributed in accordance with this subsection.
|
(3)
|
The Administrative Committee shall direct the Trustee to distribute, by April 15 following the close of the calendar year, the Excess Deferral for that calendar year allocated (or deemed allocated) to the Plan by the Participant. Any Excess Deferrals shall be treated as consisting first of any Pre-Tax Deferrals made by the Participant for such Plan Year, as applicable, and second any Roth Contributions which the Participant made for the Plan Year, as applicable, except as otherwise elected by the Participant. The distributed Excess Deferral shall be withdrawn from the Investment Funds in which the Pre-Tax Account and/or Roth Account, as applicable, is then invested on a pro rata basis. The Trustee shall also distribute the net income attributable to the Excess Deferrals, as determined by the Administrative Committee in accordance with one of the methods permitted under Treasury Regulations section 1.402(g)–1(e)(5) disregarding, effective January 1, 2007, any provision of prior regulations relating to the distribution of gap period earnings. Corrective distributions under this subsection shall be coordinated with distributions of Excess Contributions under Plan section 6.3 in accordance with Treasury Regulations sections 1.401(k)–1(f)(5) and 1.402(g)–1(e)(6). Any Matching Contributions that have been made with respect to Excess Deferrals that are distributed to a Highly Compensated Employee, in accordance with this subsection, shall be forfeited, as soon as is practicable after corrective distributions are made. Such Matching Contributions shall be forfeited, whether or not the Participant would otherwise have a vested interest in those Matching Contributions, pursuant to Plan section 3.5.
|
(a)
|
Aggregation, Disaggregation and Restructuring. The rules of this section shall be administered so as to comply with the mandatory disaggregation requirements of Treasury Regulations section 1.410(b)‑7(c) and, if the Administrative Committee chooses, the permissive aggregation rules of Treasury Regulations section 1.410(b)‑7(d), provided that any aggregated plans shall use the same testing method under Treasury Regulations section 1.401(k)‑2(a)(2)(ii) (i.e., current year or prior year testing method) as is used by the Plan for the Plan Year. Notwithstanding the foregoing, effective January 1, 2004, the mandatory disaggregation rules relating to the ESOP and non‑ESOP portions of the Plan shall not apply.
|
(1)
|
To the extent required by the mandatory disaggregation rules, Represented Employees and Nonrepresented Employees shall be treated as comprising separate plans for purposes of applying the ADP Test. Notwithstanding the foregoing, the Administrative Committee may treat two or more separate collective bargaining units as a single collective bargaining unit for purposes of applying the ADP Test, provided that the combinations of units are determined on a basis that is reasonable and reasonably consistent from Plan Year to Plan Year.
|
(2)
|
If, after application of the mandatory disaggregation rules, this Plan is permissively aggregated with one or more other plans that include qualified cash or deferred arrangements for purposes of Code section 401(a)(4) or 410(b), then the cash or deferred arrangements of this Plan and such other plans shall be treated as one arrangement for purposes of this Plan section.
|
(3)
|
In determining whether the restrictions of this Plan section are met, the Administrative Committee may exclude from the ADP Test all Eligible Employees who are not Highly Compensated Employees and who have not met the minimum age and service requirements of Code section 410(a)(1)(A), if the Administrative Committee elects to apply Code section 410(b)(4)(B). Alternatively, the Administrative Committee may apply the ADP Test separately to all Eligible Employees who have not met the minimum age and service requirements of Code section 410(a)(1)(A).
|
(b)
|
ADP Test. The Actual Deferral Percentage for the Plan Year of Participants who are Highly Compensated Employees shall not exceed the greater of:
|
(1)
|
The product of 1.25 and the Actual Deferral Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year; or
|
(2)
|
The lesser of:
|
(A)
|
The product of two and the Actual Deferral Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year, or
|
(B)
|
The Actual Deferral Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year plus two percentage points.
|
(c)
|
The restrictions of this section shall be based on the Participant’s actual Testing Compensation while an Active Participant and total Pre-Tax Deferrals and Roth Contributions allocated to the Participant’s Account for the Plan Year. The Administrative Committee is authorized to restrict the Pre-Tax Deferrals and Roth Contributions of Highly Compensated Employees in a uniform manner if it determines, based on advance testing done during the Plan Year, that such restriction is necessary or appropriate to assure final Plan Year compliance with restrictions of this section.
|
(a)
|
Correction Methods. To the extent permitted under Treasury Regulations section 1.401(k)‑2(b)(3) and this Plan section, the Administrative Committee shall first recharacterize Excess Contributions, along with allocable investment gains and losses, as Adjustment Contributions. To the extent Excess Contributions remain for the Plan Year, the Administrative Committee shall next distribute the Excess Contributions, along with allocable investment gains and losses, pursuant to Treasury Regulations section 1.401(k)‑2(b)(2) and this Plan section. Regardless of whether recharacterized or distributed, all corrections of Excess Contributions shall be made in accordance with Treasury Regulations section 1.401(k)‑2(b)(4) and this Plan section.
|
(b)
|
Determining Total Excess Contributions. The amount of Excess Contributions attributable to each Highly Compensated Employees is the amount by which Pre-Tax Deferrals and Roth Contributions, along with any other elective deferrals made to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly Compensated Employee, must be reduced so that the Actual Deferral Percentage for that Highly Compensated Employee is reduced to the maximum permissible Actual Deferral Percentage for Highly Compensated Employees. The maximum permissible Actual Deferral Percentage for Highly Compensated Employees is determined by reducing the Actual Deferral Percentage for the Highly Compensated Employee with the highest Actual Deferral Percentage for the Plan Year to the Actual Deferral Percentage for the Highly Compensated Employee with the next highest Actual Deferral Percentage. If a lesser reduction would enable the ADP Test to be satisfied, only the lesser reduction is used to determine the maximum permissible Actual Deferral Percentage. This procedure is repeated until the ADP Test would be satisfied. The total amount of Excess Contributions to be corrected is equal to the sum of the dollar amounts computed under this subsection for each Highly Compensated Employee and is to be referred to as the Total Excess Contributions.
|
(c)
|
Apportionment of Total Excess Contributions. Total Excess Contributions for the Plan Year shall be apportioned among Highly Compensated Employees as provided in this subsection.
|
(1)
|
Pre-Tax Deferrals and/or Roth Contributions allocated to the Highly Compensated Employee with the highest dollar amount of Pre-Tax Deferrals and/or Roth Contributions taken into account under the ADP Test for the Plan Year, including any other elective deferrals made to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly Compensated Employee, shall be reduced by the amount required to cause that Highly Compensated Employee’s remaining amount of Pre-Tax Deferrals and/or Roth Contributions for the Plan Year to be equal to the dollar amount of Pre-Tax Deferrals and/or Roth Contributions for the Highly Compensated Employee with the next highest dollar amount. This amount shall be allocated as the Excess Contribution for the Highly Compensated Employee, unless a smaller reduction, when added to the total dollar amount already allocated as Excess Contributions for other Highly Compensated Employees pursuant to this procedure equals the Total Excess Contributions for the Plan Year. Excess Contributions shall be treated as consisting first of any Pre-Tax Deferrals made by the Participant for such Plan Year, as applicable, and second any Roth Contributions which the Participant made for the Plan Year, as applicable, except as otherwise elected by the Participant.
|
(2)
|
If a Highly Compensated Employee’s Excess Contributions include elective deferrals made to other qualified cash or deferred arrangements that are included in the Actual Deferral Percentage of a Highly Compensated Employee, then the Excess Contribution of that to the Highly Compensated Employee shall not exceed the Pre-Tax Deferrals and/or Roth Contributions made under this Plan for the Plan Year. Any portion of the Total Excess Contributions which is apportioned to a Highly Compensated Employee pursuant to this subsection, but which cannot be corrected because of the preceding sentence, shall be apportioned to the Highly Compensated Employee with the next lowest total dollar amount of Pre-Tax Deferrals and/or Roth Contributions and that Highly Compensated Employee’s Excess Contributions shall be reduced by an amount which includes the amount not corrected for the other Highly Compensated Employee.
|
(3)
|
If the total amount corrected under this subsection is less than the Total Excess Contributions for the Plan Year, the procedure in this paragraph shall be repeated until the total amount corrected is equal to the Total Excess Contributions for the Plan Year.
|
(4)
|
The investment gains and losses allocable to the Excess Contributions are equal to the sum of allocable investment gains and losses for the Plan Year and allocable gains and losses after the Plan Year for which the distribution is made. The allocable investment gain or loss attributable to the Excess Contributions may be determined in accordance with any of the methods permitted under Treasury Regulations section 1.401(k)‑2(b)(2)(iv), disregarding any provisions relating to the distribution of gap period earnings, and may be determined up to seven days before the date of the correction.
|
(5)
|
Excess Contributions of the Highly Compensated Employee with respect to which Matching Contributions were not made shall be corrected to the extent necessary under this Plan section before Excess Contributions of that Highly Compensated Employee with respect to which Matching Contributions were made.
|
(6)
|
The requirements of this Plan section shall be deemed to have been satisfied if the total dollar amount corrected equals the Total Excess Contributions with allocable investment gains and losses, even if:
|
(A)
|
The ADP Test would not satisfy the requirements of Plan section 6.2, if the test were rerun including in the test only Pre-Tax Deferrals and/or Roth Contributions that were not corrected under this subsection; or
|
(B)
|
The amount corrected with respect to each Highly Compensated Employee is different from the amount computed for purposes of calculating the Total Excess Contributions amount.
|
(d)
|
Rules Applicable to Adjustment Contributions. Excess Contributions shall not be treated as corrected even if recharacterized under this subsection (d), unless the requirements of this subsection are met.
|
(1)
|
Excess Contributions that are recharacterized as Adjustment Contributions must be reported to the Internal Revenue Service and the Highly Compensated Employee as included in gross income of the Highly Compensated Employees to the same extent they would have been included in gross income if distributed.
|
(2)
|
Excess Contributions must be recharacterized as Adjustment Contributions no later than 2½ months after the close of the Plan Year (for Plan Years beginning after December 31, 2019, 6 months after the close of the Plan Year). For this purpose, recharacterization will be deemed to have occurred on the date on which the last Highly Compensated Employee is notified that his or her Pre-Tax Deferrals and/or Roth Contributions are being recharacterized as Adjustment Contributions.
|
(3)
|
Excess Contributions may be recharacterized as Adjustment Contributions for a Plan Year only if the Plan allows After‑Tax Contributions for that Plan Year and such Adjustment Contributions are included in the ACP Test for the Plan Year.
|
(4)
|
Investment gains and losses allocable to Excess Contributions shall be allocated to the corresponding Adjustment Contributions after recharacterization.
|
(e)
|
Rules Applicable to Distributions. Excess Contributions shall not be treated as corrected even if distributed under this subsection (e), unless the requirements of this subsection are met.
|
(1)
|
Excess Contributions and allocable investment gains and losses must be distributed to the Highly Compensated Employee to whom it has been allocated within 12 months after the close of the Plan Year for which the Excess Contribution arose.
|
(2)
|
The distributed Excess Contributions and allocable investment gains and losses shall be taken from the Investment Funds in which the Pre-Tax Account and/or Roth Account is then invested on a pro rata basis.
|
(3)
|
Any Matching Contributions that have been made with respect to Excess Contributions that are distributed to a Highly Compensated Employee shall be forfeited, as soon as is practicable after corrective distributions are made. Such Matching Contributions shall be forfeited, whether or not the Participant would otherwise have a vested interest in those Matching Contributions, pursuant to Plan section 3.5.
|
(4)
|
If the Highly Compensated Employee received a full distribution of his or her Account before Excess Contributions and allocable investment gains and losses are distributed to the Highly Compensated Employee, then the prior distribution shall be reported for taxation purposes as first a correction of Excess Contributions and allocable investment gains and losses to the extent required under this Plan section.
|
(5)
|
A distribution of Excess Contributions and allocable investment gains and losses shall in no event be treated as satisfying a required minimum distribution for purposes of Code section 401(a)(9) and Plan section 7.6.
|
(6)
|
The distribution required by this Plan section may be made notwithstanding any other Plan provision.
|
(a)
|
Aggregation, Disaggregation and Restructuring. The rules of this section shall be administered so as to comply with the mandatory disaggregation requirements of Treasury Regulations section 1.410(b)‑7(c) and, if the Administrative Committee chooses, the permissive aggregation rules of Treasury Regulations section 1.410(b)‑7(d), provided that any aggregated plans shall use the same testing method under Treasury Regulations section 1.401(k)‑2(a)(2)(ii) (i.e., current year or prior year testing method) as is used by the Plan for the Plan Year. Notwithstanding the foregoing, effective January 1, 2004, the mandatory disaggregation rules relating to the ESOP and non‑ESOP portions of the Plan shall not apply.
|
(1)
|
If, after application of the mandatory disaggregation rules, in the preceding paragraph, this Plan is permissively aggregated with one or more other plans that include matching or after‑tax contributions subject to contribution testing under Code section 401(m) for purposes of Code section 401(a)(4) or 410(b), then this Plan and such other plans shall be treated as one arrangement for purposes of this Plan section.
|
(2)
|
In determining whether the restrictions of this Plan section are met, the Administrative Committee may exclude from the ACP Test all Eligible Employees who are not Highly Compensated Employees and who have not met the minimum age and service requirements of Code section 410(a)(1)(A), if the Administrative Committee elects to apply Code section 410(b)(4)(B). Alternatively, the Administrative Committee may apply the ACP Test separately to all Eligible Employees who have not met the minimum age and service requirements of Code section 410(a)(1)(A).
|
(b)
|
ACP Test. The Average Contribution Percentage for the Plan Year of Participants who are Highly Compensated Employees shall not exceed the greater of:
|
(1)
|
The product of 1.25 and the Average Contribution Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year; or
|
(2)
|
The lesser of:
|
(A)
|
The product of two and the Average Contribution Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year, or
|
(B)
|
The Average Contribution Percentage for the current Plan Year for the Eligible Employees who are not Highly Compensated Employees for the current Plan Year plus two percentage points.
|
(c)
|
The restrictions of this section shall be based on the Participant’s actual Testing Compensation while an Active Participant and total Matching Contributions, After‑Tax Contributions and Adjustment Contributions allocated to the Participant’s Account for the Plan Year. The Administrative Committee is authorized to restrict the After‑Tax Contributions of Highly Compensated Employees in a uniform manner if it determines, based on advance testing done during the Plan Year, that such restriction is necessary or appropriate to assure final Plan Year compliance with restrictions of this section.
|
(a)
|
Correction Method. The Administrative Committee shall distribute or forfeit Excess Aggregate Contributions, along with allocable investment gains and losses, pursuant to Treasury Regulations section 1.401(m)‑2(b)(2) and this Plan section.
|
(b)
|
Determining Total Excess Aggregate Contributions. The amount of Excess Aggregate Contributions attributable to each Highly Compensated Employee is the amount by which Matching Contributions, After‑Tax Contributions and Adjustment Contributions, along with any other matching contributions and after‑tax contributions (including any recharacterized elective deferrals) made to other Qualified Plans that are included the Average Contribution Percentage of a Highly Compensated Employee, must be reduced so that the Average Contribution Percentage for that Highly Compensated Employee is reduced to the maximum permissible Average Contribution Percentage for Highly Compensated Employees. The maximum permissible Average Contribution Percentage for Highly Compensated Employees is determined by reducing the Average Contribution Percentage for the Highly Compensated Employee with the highest Average Contribution Percentage for the Plan Year to the Average Contribution Percentage for the Highly Compensated Employee with the next highest Average Contribution Percentage. If a lesser reduction would enable the ACP Test to be satisfied, only the lesser reduction is used to determine the maximum permissible Average Contribution Percentage. This procedure is repeated until the ACP Test would be satisfied. The total amount of Excess Aggregate Contributions to be corrected is equal to the sum of the dollar amounts computed under this subsection for each Highly Compensated Employee and is be referred to as the Total Excess Aggregate Contributions.
|
(c)
|
Apportionment of Total Excess Aggregate Contributions. Total Excess Aggregate Contributions for the Plan Year shall be apportioned as provided in this subsection.
|
(1)
|
Excess Aggregate Contributions allocated to the Highly Compensated Employee with the highest dollar amount of Matching Contributions, After‑Tax Contributions and Adjustment Contributions taken into account under the ACP Test for the Plan Year shall be reduced by the amount required to cause that Highly Compensated Employee’s remaining amount of Matching Contributions, After‑Tax Contributions and Adjustment Contributions for the Plan Year to be equal to the dollar amount of Matching Contributions, After‑Tax Contributions and Adjustment Contributions for the Highly Compensated Employee with the next highest dollar amount. This amount shall be allocated as the Excess Aggregate Contribution for the Highly Compensated Employee, unless a smaller reduction, when added to the total dollar amount already allocated as Excess Aggregate Contributions for other Highly Compensated Employees pursuant to this procedure equals the Total Excess Aggregate Contributions for the Plan Year.
|
(2)
|
If a Highly Compensated Employee’s Excess Aggregate Contributions include matching contributions and after‑tax contributions (including any recharacterized elective deferrals) made to other Qualified Plans that are included the Average Contribution Percentage of a Highly Compensated Employee, then the Excess Aggregate Contribution of that to the Highly Compensated Employee shall not exceed the Matching Contributions, After‑Tax Contributions and Adjustment Contributions made under this Plan for the Plan Year. Any portion of the Total Excess Aggregate Contributions which is apportioned to a Highly Compensated Employee pursuant to this subsection, but which cannot be corrected because of the preceding sentence, shall be apportioned to the Highly Compensated Employee with the next lowest total dollar amount of Pre-Tax Deferrals and/or Roth Contributions and that Highly Compensated Employee’s Excess Aggregate Contributions shall be reduced by an amount which includes the amount not corrected for the other Highly Compensated Employee.
|
(3)
|
If the total amount corrected under this subsection is less than the Total Excess Aggregate Contributions for the Plan Year, the procedure in this paragraph shall be repeated until the total amount corrected is equal to the Total Excess Aggregate Contributions for the Plan Year.
|
(4)
|
The investment gains and losses allocable to the Excess Aggregate Contributions are equal only to the sum of allocable investment gains and losses for the Plan Year for which the distribution is made. The allocable investment gain or loss attributable to the Excess Aggregate Contributions may be determined in accordance with any of the methods permitted under Treasury Regulations section 1.401(m)–2(b)(2)(iv), disregarding any provisions relating to the distribution of gap period earnings, and may be determined up to seven days before the date of the correction.
|
(d)
|
Distribution or Forfeiture. Excess Aggregate Contributions shall not be treated as corrected even if distributed under this subsection, unless the requirements of this subsection are met.
|
(1)
|
Excess Aggregate Contributions and allocable investment gains and losses must be distributed to the Highly Compensated Employee to whom it has been allocated within 12 months after the close of the Plan Year for which the Excess Aggregate Contribution arose.
|
(2)
|
Excess Aggregate Contributions and allocable investment gains and losses shall be distributed or, to the extent attributable to Matching Contributions in which the Highly Compensated Employee is not fully vested as of the end of the Plan Year, forfeited in the following order:
|
(A)
|
After‑Tax Contributions and allocable investment gains and losses on which Matching Contributions were not made;
|
(B)
|
Adjustment Contributions and allocable investment gains and losses on which Matching Contributions were not made;
|
(C)
|
After‑Tax Contributions and allocable investment gains and losses along with the corresponding Matching Contributions and allocable investment gains and losses; and
|
(D)
|
Adjustment Contributions and allocable investment gains and losses along with the corresponding Matching Contributions and allocable investment gains and losses.
|
(3)
|
The distributed Excess Aggregate Contributions and allocable investment gains and losses shall be taken from the Investment Funds in which the subaccount is then invested on a pro rata basis.
|
(4)
|
If the Highly Compensated Employee received a full distribution of his or her Account before Excess Aggregate Contributions and allocable investment gains and losses is distributed to the Highly Compensated Employee, then the prior distribution shall be reported for taxation purposes as first a correction of Excess Aggregate Contributions and allocable investment gains and losses to the extent required under this Plan section.
|
(5)
|
A distribution of Excess Aggregate Contributions and allocable investment gains and losses shall in no event be treated as satisfying a required minimum distribution for purposes of Code section 401(a)(9) and Plan section 7.6.
|
(6)
|
The distribution required by this Plan section may be made notwithstanding any other Plan provision.
|
(a)
|
General Rule. Notwithstanding anything to the contrary contained in this Plan, the total Annual Additions under this Plan and any other defined contribution plan, as defined in Code section 414(i), maintained by the Company or any Affiliate, allocated to a Participant’s Account for any Plan Year, which shall be the limitation year for purposes of Code section 415, shall not exceed the lesser of:
|
(1)
|
$40,000, as adjusted for increases in the cost‑of‑living under Code section 415(d) for Plan Years beginning after 2002; or
|
(2)
|
100 percent of the Participant’s Section 415 Compensation for the limitation year.
|
(b)
|
“Annual Addition” Defined. The term “Annual Addition,” with respect to any Participant for a Plan Year, shall mean the aggregate of:
|
(1)
|
The amount of Employer contributions (including Matching Contributions and Pre-Tax Deferrals and Roth Contributions other than Catch‑Up Contributions) allocated to the Participant’s Account under this Plan and any other Employer contributions (other than Catch‑Up Contributions under Code section 414(v)) allocated under any other defined contribution plan, as defined in Code section 414(i), maintained by the Company or any Affiliate for the Plan Year;
|
(2)
|
The amount of a Participant’s After‑Tax Contributions (including Adjustment Contributions, but excluding Rollover, Roth Rollover and After-Tax Rollover Contributions) allocated to the Participant’s Account under this Plan and any other Employee contributions allocated under any other defined contribution plan maintained by the Company or any Affiliate for the Plan Year;
|
(3)
|
Forfeitures allocated to the Participant’s Account under this Plan or any other defined contribution plan maintained by the Company or any Affiliate for the Plan Year; and
|
(4)
|
For the purpose of Plan section 6.6(a)(1) only, the amount of Employer contributions, if any, allocated to an account described in Code section 419A(d)(1) or an account described in Code section 415(l)(2).
|
(c)
|
Additional Rules. In applying the limits of subsection (a), the following rules shall apply:
|
(1)
|
Excess Deferrals shall not be included as an Annual Addition if they are distributed in a corrective distribution under the provisions of that section. However, any Excess Deferrals that are not distributed in a corrective distribution under Plan section 6.1 shall be included as an Annual Addition, even if they are in excess of the Code section 402(g)(1) limit.
|
(2)
|
Pre-Tax Deferrals and Roth Contributions in excess of the ADP Test limits of Plan section 6.2 shall be included as an Annual Addition, even if they are correctively distributed or re‑characterized as Adjustment Contributions under Plan section 6.3.
|
(3)
|
Matching Contributions and After‑Tax Contributions (including any Adjustment Contributions) in excess of the ACP Test limits of Plan section 6.4 shall be included as an Annual Addition, even if they are correctively forfeited or distributed under Plan section 6.5. Matching Contributions relating to distributions of Excess Deferrals under Plan section 6.1(d) are forfeited and shall not be included as an Annual Addition.
|
(4)
|
If a short limitation year is created because of an amendment or other action changing the limitation year (or Plan Year) to a different 12‑consecutive‑month period, the dollar limitation of Plan section 6.6(a)(1) to be applied for that short limitation year shall be multiplied by a fraction, the numerator of which is the number of months in the short limitation year and the denominator of which is 12.
|
(5)
|
The Annual Additions of a Participant who is also a Supplemental Plan Participant for the Plan Year shall be determined under this paragraph if doing so results in a larger amount of Annual Additions for that Participant for the Plan Year. Annual Additions under this paragraph shall be determined by assuming that, for the Plan Year, the Participant contributed the contribution percentage limit in effect for the Participant as determined under Appendix E and received the maximum allocation of Matching Contribution under Plan section 5.2.
|
(d)
|
Disposition of Excess Annual Additions
|
(1)
|
Not a Supplemental Plan Participant. If the Participant is not also a Supplemental Plan Participant for the Plan Year, then the Participant’s Annual Additions shall be reduced under this Plan, if such reduction is required for purposes of reducing allocations on a combined basis, to the limits of subsection (a) and Code section 415(c), as follows:
|
(A)
|
First, by distributing After‑Tax Contributions (including any Adjustment Contributions) made for the Plan Year to the Participant, to the extent necessary; and
|
(B)
|
Next, by distributing Pre-Tax Deferrals and/or Roth Contributions made for the Plan Year to the Participant, to the extent necessary; and
|
(C)
|
Then, forfeiting Matching Contributions made for the Plan Year, to the extent necessary; and
|
(D)
|
Finally, reducing any remaining excess Annual Additions under the terms of such other defined contribution plans maintained by the Company or any Affiliate as specified in those plans.
|
(2)
|
Supplemental Plan Participant. If the Participant is also a Supplemental Plan Participant for the Plan Year, then the Participant’s Annual Additions shall first be reduced under the terms of the Retirement Plan for the Plan Year by reducing the allocations made under the Retirement Plan to the extent necessary to assure compliance with the limits of subsection (a) and Code section 415(c). Only after reductions under the Retirement Plan have been made shall reductions of Annual Additions be made under the terms of this Plan and such other defined contribution plans maintained by the Company or any Affiliate, if such a reduction is required for purposes of reducing allocations on a combined basis, to the limit of subsection (a) and Code section 415(c), as follows:
|
(A)
|
First, by distributing After‑Tax Contributions (including any Adjustment Contributions) made for the Plan Year to the Participant, to the extent necessary; and
|
(B)
|
Next, by distributing Pre-Tax Deferrals and/or Roth Contributions made for the Plan Year to the Participant, to the extent necessary; and
|
(C)
|
Then, forfeiting Matching Contributions made for the Plan Year, to the extent necessary; and
|
(D)
|
Finally, reducing any remaining excess Annual Additions under the terms of such other defined contribution plans (other than the Retirement Plan) maintained by the Company or any Affiliate as specified in those plans.
|
(e)
|
Adjustment of Allocations. If an allocation to the Account of a Participant would exceed the limit of subsection (a) due to a reasonable mistake in estimating a Participant’s Section 415 Compensation or due to forfeitures or a reasonable error in the estimation of salary deferrals, then any amount which cannot be allocated shall be held in a suspense account and shall be allocated to the Account of such Participant in the next following Plan Year. The suspense account shall not share in investment gains or losses of the Trust Fund. Effective for Plan Years beginning after July 1, 2007, this subsection shall no longer apply because this correction methodology is no longer permitted under the final Treasury Regulations under Code section 415.
|
(a)
|
In determining the amount of Pre-Tax Deferrals and Roth Contributions that may be made on behalf of a Participant for a Plan Year, the total amount of Earnings to which the percentage reduction, elected by the Participant, is applied shall not be limited. Notwithstanding the foregoing, however, the total annual amount of Pre-Tax Deferrals and Roth Contributions made for a Plan Year on behalf of the Participant shall not exceed the product of the maximum deferral percentage allowed under the Plan for the Plan Year multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17).
|
(b)
|
In determining the amount of After‑Tax Contributions that may be made on behalf of a Participant for a Plan Year, the total amount of Earnings to which the percentage reduction, elected by the Participant, is applied shall not be limited. Notwithstanding the foregoing, however, the total annual amount of After‑Tax Contributions made for a Plan Year on behalf of the Participant shall not exceed the product of the maximum contribution percentage allowed under the Plan for the Plan Year multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17).
|
(c)
|
In determining the amount of Matching Contributions that may be made on behalf of a Participant for a Plan Year, the total amount of Earnings to which the Matching Contribution is applied shall not be limited. Notwithstanding the foregoing, however, the total annual amount of Matching Contributions made for a Plan Year on behalf of an Active Participant shall not exceed the product of the matching percentage determined under Appendix F multiplied by the maximum amount of Earnings for which Matching Contributions are determined multiplied by the compensation limit in effect for the Plan Year under Code section 401(a)(17).
|
(a)
|
The Participant’s retirement, death, Disability, or Separation from Service;
|
(b)
|
The termination of the Plan without the establishment of another defined contribution plan (other than an employee stock ownership plan within the meaning of Code section 4975(e)(7)), provided that distributions made under this paragraph may be made only in the form of a single lump sum that complies with Code section 401(k)(10)(B); or
|
(c)
|
The Participant’s attainment of age 59½ or, if the Plan is amended to so provide, a financial hardship of the Participant.
|
(a)
|
An Active Participant or Inactive Participant may withdraw, prior to his or her Separation from Service, in the following order, any amount, up to 100 percent of the sum of the Participant’s:
|
(1)
|
After-Tax Rollover Account, if any;
|
(2)
|
After‑Tax Account, if any;
|
(3)
|
Rollover Account, if any;
|
(4)
|
Pre-Tax Account, but only if the Participant has attained age 59½; and then
|
(5)
|
Matching Account, but only if the Participant has completed at least three years of Service.
|
(b)
|
An Active Participant or Inactive Participant also may withdraw, prior to his or her Separation from Service, any amount, up to 100 percent of the sum of the Participant’s, without regard to Plan section 7.2(e) below:
|
(1)
|
Roth Account, but only if the Participant has attained age 59½;
|
(2)
|
Roth Rollover Account; or
|
(3)
|
In-Plan Roth Rollover Account, but only if the Participant has attained age 59½.
|
(c)
|
No withdrawal may be requested in any processing period in which a plan loan, as described in Article 8, is being processed. Furthermore, no withdrawal request may be processed more often than once in any six‑month period beginning with the date that the Participant’s most recent withdrawal request was processed. Effective August 8, 2016, there will be no restriction on the timing of withdrawal requests or the coordination of withdrawal requests with the processing of loan or other requests under the Plan.
|
(d)
|
Application for a withdrawal shall be made on such forms as the Administrative Committee prescribes and shall be effective as of the end of the processing period in which such application is received and approved by the Administrative Committee. The Administrative Committee shall direct the Trustee, in such cases, to pay the Participant or Inactive Participant the withdrawal amount in a single sum.
|
(e)
|
Withdrawals shall be paid first out of the net cumulative pre‑1987 contributions from the After‑Tax Account. Withdrawals shall then be paid out of the net cumulative post‑1986 contributions, together with earnings thereon, on a pro rata basis, from the After‑Tax Account. Additional amounts shall be withdrawn, if needed, from earnings on pre‑1987 contributions from the After‑Tax Rollover Account, if any, then from the After-Tax Account, if any, then from the Rollover Account, if any, then from the Pre-Tax Account, if permissible, and then from the Matching Account, to the extent permissible. The amount withdrawn shall be taken from such Investment Funds in which the subaccount is invested on a pro rata basis.
|
(f)
|
A withdrawal from a Participant’s Account balances invested in Oxy Stock shall be in the form of full shares of Oxy Stock and cash representing any fractional share, except that cash shall be paid in lieu of full shares of Oxy Stock if the Participant specified in the written request for withdrawal that the withdrawal be in the form of cash. A withdrawal from Account balances invested in assets other than Oxy Stock shall be paid in cash. Notwithstanding the foregoing, a withdrawal consisting of pre‑1987 contributions from the After‑Tax Account only shall be in the form of cash.
|
(1)
|
Except as provided below, if a Participant withdraws any amount from the Matching Account, the Participant (other than a Participant who has attained age 59½ at the time the withdrawal is requested and who withdraws the entire balance in his or her Account) shall not be permitted to make any Pre-Tax Deferrals, Catch-Up Contributions, Roth Contributions, After‑Tax Contributions, or receive Matching Contributions for a period of six calendar months after the withdrawal is processed (except that such Participant will still be eligible to receive Matching Contributions on any Annual Bonus). Effective for withdrawals requested after August 8, 2016, if a Participant is suspended from making any Pre-Tax Deferrals, Roth Contributions, Catch-Up Contributions, and/or After‑Tax Contributions in accordance with the sentence above, such contributions will be automatically reinstated upon expiration of the six-month suspension period at the Default Percentage, as applicable, or if the Participant was not subject to automatic enrollment or had opted out of automatic enrollment at the percentage in place prior to the suspension. Effective January 1, 2017, unless the Participant affirmatively elects otherwise, with respect to any Participant hired prior to August 5, 2016, upon re-instatement, the election in effect as of August 5, 2016 will apply to any Annual Bonus paid in the 2017 Plan Year and any subsequent plan year until the Participant affirmatively elects otherwise. Effective August 8, 2016, any Participant subject to automatic enrollment pursuant to Plan section 4.6, must make a separate election to make Pre-Tax Deferrals, Roth Contributions and After-Tax Contributions from Participant’s Annual Bonus.
|
(2)
|
The preceding subsection shall be inapplicable in the case of a withdrawal effected by a creditor of a Participant pursuant to any insolvency proceeding initiated under federal or state law or pursuant to any tax levy.
|
(3)
|
In addition, notwithstanding the foregoing and effective January 1, 2013, a Participant who has attained age 59½ and who withdraws less than the entire balance in his or her Account, shall not be suspended from making Pre-Tax Deferrals, Roth Contributions, Catch‑Up Contributions, After‑Tax Contributions, or receiving Matching Contributions, but pursuant to subsection (b) shall not be permitted to make another withdrawal for six months beginning with the date that the Participant’s most recent withdrawal request was processed. Effective August 5, 2016, a Participant who has attained age 59½ and who withdraws less than the entire balance in his or her Account will no longer be subject to the one withdrawal per six-month period limitation.
|
(a)
|
Every Participant who incurs a Separation from Service for any reason other than death may elect to receive a distribution of the vested portion of his or her Account, in a payment form specified by Plan section 7.4. The failure of a Participant to elect a distribution of benefits upon his or her Separation from Service shall be deemed to be an election by the Participant to defer the commencement of benefits.
|
(b)
|
Unless the Participant chooses to defer the commencement of benefits, either affirmatively or by failing to make a distribution election, and subject to Plan section 7.6, distribution of benefits to a Participant who incurs a Separation from Service shall begin no later than the 60th day after the close of the Plan Year in which occurs the later of:
|
(1)
|
The Participant’s Separation from Service; or
|
(2)
|
The Participant’s 65th birthday.
|
(a)
|
General Rules. All distributions from this Plan shall be valued as provided in Article 10 and paid in cash or Oxy Stock as provided in this Plan section. The automatic form of benefit payment to a Participant who has incurred a Separation from Service and elected a distribution of his or her vested Account is a single lump sum.
|
(b)
|
Election Procedures. All Participant elections to commence benefits shall be made during an election period of not more than 90 days and, except as provided below, not less than 30 days ending on the day prior to the date as of which his benefits are scheduled to commence in accordance with the benefit payment election procedures prescribed by the Administrative Committee. Such procedures shall require the following:
|
(1)
|
An election form shall be provided to the Participant in non‑technical language which will contain a general description of the distribution options.
|
(2)
|
A Participant may revoke an election of any benefit form described in this section and choose again to take any available benefit form at any time and any number of times within the above election period.
|
(3)
|
A Participant, after having received the written description described in this subsection, may reject the automatic form of benefit and elect a different option under subsection (c), even though the written description was provided less than 30 days prior to the Participant’s benefit commencement date, so long as the conditions contained in Treasury Regulations section 1.417(e)‑1T(b)(3)(ii) have been met. If the Participant makes an untimely request for additional information, the Administrative Committee, at its discretion, may grant such request, but the granting of such request shall not result in the extension of the election period.
|
(c)
|
Optional Payment Forms. A Participant who has incurred a Separation from Service for any reason other than death may elect to have his or her vested Account distributed to the Participant under one of the following distribution options, in lieu of the automatic lump sum, as selected by the Participant in the manner prescribed and approved by the Administrative Committee:
|
(1)
|
Partial Cash Distribution. A request for a specified dollar portion of the Participant’s vested Account. A Participant may request one partial cash distribution in any six‑month period. If the Participant receives a partial cash distribution, the Participant must wait until the next processing period before he or she may request a subsequent lump sum payment or total distribution. Effective August 8, 2016, there will be no timing limitation for partial cash distributions. A Participant may elect a partial cash distribution under one of the following options; Investment Fund balances will automatically be depleted on a pro rata basis in the following account depletion sequence:
|
(A)
|
Option 1.
|
(i)
|
After‑Tax Rollover Account;
|
(ii)
|
After-Tax Account;
|
(iii)
|
Rollover Account; and
|
(iv)
|
Pre-Tax Account;
|
(B)
|
Option 2
|
(i)
|
Matching Account;
|
(ii)
|
Roth Rollover Account;
|
(iii)
|
In-Plan Roth Rollover Account; and
|
(iv)
|
Roth Account.
|
(C)
|
Or under both (A) and (B) above.
|
(2)
|
Special Distribution. The portion of Participant’s vested Account, which is an Eligible Rollover Distribution (as determined under Plan section 7.7(b)(4)) and which is invested in Investment Funds other than the Oxy Stock Fund, is distributed as a Direct Rollover (within the meaning of Plan section 7.7(b)(1)), as directed by the Participant. The Oxy Stock Fund balance from the Participant’s vested Account is distributed to the Participant as shares of Oxy Stock along with a cash distribution of any remaining portion of the Participant’s vested Account.
|
(3)
|
Total Deferral. Defers distribution of the Participant’s vested Account, but not beyond the end of the year in which the Participant attains age 70½. Subject to Plan section 7.6, the Participant may revoke his or her deferral election at any time by submitting another distribution request.
|
(d)
|
Reserved.
|
(e)
|
Payment Medium. The provisions of this subsection are intended to comply with the stock distribution requirements of Code sections 409(h) and 409(o) applicable to the portion of this Plan constituting an employee stock ownership plan, as required by Code section 4975(e)(7). Notwithstanding any Plan provision to the contrary, the Administrative Committee shall take steps to ensure that this section is interpreted and administered so as to comply with such requirements. In the event of any conflict, the rules of the Code and Treasury Regulations shall control.
|
(1)
|
General Rule. In the case of a Participant, Beneficiary or Alternate Payee receiving a distribution in the form of single lump sum payment, the value of the vested Account attributable to investments other than Oxy Stock shall be paid in cash and the value of the vested Account attributable to Oxy Stock shall be distributed in full shares of Oxy Stock plus cash representing the value of any fractional share, except as provided in Plan section 7.4(h)(3) for mandatory cashout distributions and Plan section 7.6(a) for required minimum distributions.
|
(2)
|
Alternative Elections.
|
(A)
|
By written notice to the Administrative Committee, the Participant, Beneficiary or Alternate Payee may elect to receive cash in lieu of and equal to the value of the Oxy Stock that would otherwise be distributed under the general rule.
|
(B)
|
By written notice to the Administrative Committee, a Participant, Beneficiary or Alternate Payee may elect to receive all or a portion of the vested Account in the form of whole shares of Oxy Stock, plus cash for any fractional share. Any such election shall be implemented in accordance with procedures established by the Administrative Committee by transferring the investment of such Account or portion thereof, as applicable, (including without limitation amounts transferred from the MidCon Corp. ESOP) as soon as practicable to the Oxy Stock Fund and distributing such amounts as soon as practicable thereafter.
|
(3)
|
Put Option.
|
(A)
|
Oxy Stock is readily tradable on established securities market within the meaning of Treasury Regulation section 1.401(a)(35)-1(f)(5). Thus, the provisions of this paragraph (3) shall apply only in the event and to the extent that as of the date of distribution of Oxy Stock, the Oxy Stock is not readily tradable on established securities market or is subject to a trading limitation.
|
(B)
|
If Oxy Stock is not readily tradable on established securities market or is subject to a trading limitation when distributed, the distributee shall have the option to sell (the “put option”) such Oxy Stock, in whole or in part, to the Company. The put option shall be granted in accordance with Code section 409(h) and all applicable Treasury Regulations. Specifically, the put option shall provide that for a period of at least 60 days following the date of distribution of the Oxy Stock and, if not exercised within such period of 60 days, during the first 60 days in the following Plan Year, the distributee shall have the right to have the Company purchase such shares at their fair market value, determined in accordance with Treasury Regulations section 54.4975-11(d)(5), as of the Valuation Date coincident with or immediately preceding the date of exercise of such put option. The put option may be exercised by notifying the Employer in writing that the option is being exercised.
|
(C)
|
Once the put option is exercised, the fair market value of such shares shall be paid in a lump sum as soon as practicable. Notwithstanding the foregoing, the Company reserves the right to adopt a different payment schedule at any time, but such payment schedule shall not be longer than in annual installments over a period of five years, with interest on the deferred balance at a reasonable rate as determined by the Administrative Committee; provided that any purchase of stock having a value of $1,000 or less shall be paid for in a lump sum.
|
(D)
|
The provisions of this paragraph (3) shall continue to apply to Oxy Stock if the Oxy Stock Fund ceases to be an employee stock ownership plan within the meaning of Code section 4975(e)(7).
|
(E)
|
Notwithstanding the foregoing, this paragraph (3) need not apply to that portion of an Account which the Participant has elected to invest under the diversification provisions of Plan section 9.5.
|
(f)
|
Payments to Alternate Payees. To the extent permitted by the terms of a Qualified Domestic Relations Order, amounts assigned to an Alternate Payee may be paid as soon as possible in a lump sum, notwithstanding the age, employment status, or other factors affecting the ability of the Participant to make a withdrawal or otherwise to receive a distribution of amounts allocated to the Participant’s Account, provided that the total amount assigned to an Alternate Payee does not exceed $5,000 at the time the amount is distributed or, if the amount assigned does exceed $5,000, the Alternate Payee consents in writing to the distribution. Only if required under the Qualified Domestic Relations Order, an Alternate Payee’s Account may be distributed under one of the optional payment forms specified in subsection (c), if elected by the Alternate Payee in accordance with procedures established by the Administrative Committee. Notwithstanding the foregoing, the Alternate Payee shall be paid in no event no later than the dates specified in Plan section 7.6 (relating to required minimum distributions).
|
(g)
|
Special Rules for Former Laurel Plan Accounts.
|
(1)
|
In the case of a Participant for whom a direct plan‑to‑plan transfer was made to this Plan from the Laurel Industries Inc. Incentive Savings Plan (the “Laurel Plan”), distribution may be made, at the election of the Participant, in any form described in section 6.5(b)(2) of the Laurel Plan as in effect on December 31, 1996, provided that the amount subject to such election shall not exceed the amount of the Participant’s Account attributable to such transfer.
|
(2)
|
In the case of a Beneficiary of a Participant for whom a direct plan‑to‑plan transfer was made to this Plan from the Laurel Industries Inc. Incentive Savings Plan (the “Laurel Plan”), distribution may be made, at the election of the Beneficiary, in any form described in section 6.6(g)(1)(ii) of the Laurel Plan as in effect on December 31, 1996, provided that the amount subject to such election shall not exceed the amount of the Beneficiary’s Account attributable to such transfer.
|
(h)
|
Mandatory Cashout Distribution. Notwithstanding the election procedures set forth above in Plan section 7.4(b):
|
(1)
|
Distribution Less Than or Equal to $1,000. Effective October 1, 2015, if the vested Account of a terminated Participant is equal to or less than $1,000 when the amount thereof is first determined, the entire amount shall be distributed in a lump sum as promptly as possible.
|
(2)
|
Distribution Less Than or Equal to $5,000. Effective as of August 8, 2016, if the vested Account of a terminated Participant is less than or equal to $5,000 when the amount thereof is first determined, and the Participant fails to elect to have his or her benefits paid directly or in the form of a Direct Rollover (within the meaning of Plan section 7.7(b)(1)) to an Eligible Retirement Plan (within the meaning of Plan section 7.7(b)(3)), the entire account shall be distributed as an automatic rollover to an individual retirement account designated by the Administrative Committee. The Participant will be notified in writing regarding the identity of the individual retirement account trustee or issuer and that his distribution may be transferred without cost or penalty to another individual retirement account.
|
(3)
|
Distribution to Beneficiaries, Alternate Payees or Participants Over Age 62. Notwithstanding Plan section 7.4(h)(2) above, any distribution that is less than or equal to $5,000 and payable to a Beneficiary, Alternate Payee or Participant who is over age 62 will be distributed in a lump sum as promptly as possible and will not be distributed as an automatic rollover to an individual retirement account.
|
(4)
|
Form of Distribution. All mandatory cashout distributions will be made in cash and there will be no requirement to issue any shares of Oxy Stock.
|
(a)
|
Participant’s Death After Benefit Commencement. If the Participant dies after distribution of his or her vested Account has commenced, the remaining portion of such benefit, if any, will continue to be distributed at least as rapidly as under the method of distribution in effect prior to the Participant’s death.
|
(b)
|
Participant’s Death Before Benefit Commencement. Upon the death of a Participant before benefit payments begin, the balance of the deceased Participant’s Account shall be distributed to the Participant’s Beneficiary as soon as practicable after the Participant’s death. Notwithstanding the foregoing, a Beneficiary who is the Participant’s Spouse may elect, before any benefit payments begin, in accordance with procedures established by the Administrative Committee, to defer receipt of payment of the deceased Participant’s Account, until the year in which the Participant would have attained age 70½ in accordance with Plan section 7.6(c)(2).
|
(1)
|
If the Participant’s Beneficiary is a trust or estate, the distribution shall be paid in a single lump sum payment.
|
(2)
|
If the Beneficiary is other than the Participant’s Spouse and unless the Beneficiary elects otherwise, the distribution shall be paid in a single lump sum.
|
(3)
|
If the Beneficiary is the Participant’s Spouse, then in addition to the payment form described in paragraph (2), the Spouse may elect, in accordance with procedures established by the Administrative Committee, to have the distribution paid in the form of a partial cash distribution, as described in Plan section 7.4(c)(1).
|
(c)
|
Death of Alternate Payee or Beneficiary. If an Alternate Payee or a Beneficiary of a deceased Participant or Alternate Payee dies prior to distribution of the separate Account established on behalf of the Alternate Payee or Beneficiary, the balance of the deceased individual’s Account shall be distributed to his or her Beneficiary as soon as practicable after his death. Such distribution shall be made in the form of a lump sum payment.
|
(a)
|
Form of Distribution. Unless the Participant’s Account is distributed in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year, distributions will be made in accordance with subsections (b) and (c). All required minimum distributions will be made in cash, and there will be no requirement to issue any shares of Oxy Stock.
|
(b)
|
Required Minimum Distributions During Participant’s Lifetime. The Participant’s entire Account will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the amount determined under the default rule of paragraph (1) or, if the Participant satisfies the conditions in a timely manner, under the alternative rule of (2):
|
(1)
|
Default Rule. The quotient obtained by dividing the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulations section 1.401(a)(9)‑9, using the Participant’s age as of the Participant’s birthday in each Distribution Calendar Year.
|
(2)
|
Alternative Rule. If the Participant’s sole Beneficiary for the Distribution Calendar Year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s Account balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulations section 1.401(a)(9)‑9, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the Distribution Calendar Year. For this alternative rule to apply, the Participant must request its application and provide such proof of marriage and the Spouse’s age, at such time and in such manner as the Administrative Committee may reasonably require, in advance of the Distribution Calendar Year.
|
(c)
|
Required Minimum Distributions After Participant’s Death.
|
(1)
|
Death of Participant On or After Date Distributions Begin.
|
(A)
|
Participant Survived by One Beneficiary. If the Participant dies on or after the date distributions begin and there is a sole Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the remaining Life Expectancy, determined as follows:
|
(i)
|
If the Participant is not married or the sole Beneficiary is not the Participant’s surviving Spouse, the remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
(ii)
|
If the Participant’s surviving Spouse is the Participant’s sole Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For the Distribution Calendar Year after the year of the surviving Spouse’s death, any remaining payment shall be made in a single sum to the Spouse’s estate.
|
(B)
|
Participant Survived by More Than One Beneficiary. If the Participant dies on or after the date distributions begin and there is more than one Beneficiary as of September 30 of the year after the year of the Participant’s death, the Participant’s remaining Account shall be paid in a single sum as required by Plan section 7.5.
|
(C)
|
No Beneficiary Survives the Participant. If there is no Beneficiary as of September 30 of the year after the year of the Participant’s death, the Participant’s remaining Account will be paid in a single sum to the Participant’s estate no later than the Distribution Calendar Year after the Participant’s death.
|
(2)
|
Death of Participant Before Date Distributions Begin. If the Participant dies before distributions begin, the Participant’s Account balance will be distributed, or begin to be distributed no later than provided in this paragraph. The minimum amount that will be distributed or begin to be distributed for each Distribution Calendar Year after the year of the Participant’s death is the amount determined in paragraph (1) above.
|
(A)
|
If the Participant’s surviving Spouse is the Participant’s sole Beneficiary, then distributions to the surviving Spouse will begin no later than:
|
(i)
|
December 31 of the calendar year immediately following the calendar year in which the Participant died; or
|
(ii)
|
December 31 of the calendar year in which the Participant would have attained age 70½, if later.
|
(B)
|
If the Participant’s surviving Spouse is the Participant’s sole Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this subsection, other than subparagraph (A) immediately above, will apply as if the surviving Spouse were the Participant.
|
(C)
|
If there is no Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s Account balance will be distributed to the Participant’s estate no later than by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
(d)
|
Special Definitions. In addition to the terms defined in Plan section 2.1 or elsewhere in this Plan, whenever used in this Plan section, the following terms shall have the respective meanings set forth below, unless expressly provided otherwise. When the defined meaning is intended, the term is capitalized.
|
(1)
|
“Distribution Calendar Year” means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the later of (A) the calendar year during which the Participant attains age 70 ½, if the Participant is a “5‑percent owner,” as defined in Code section 416, or has incurred a Separation from Service or (B) December 31 of the calendar year in which the Participant has a Separation from Service. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin. The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date.
|
(2)
|
“Life Expectancy” means the life expectancy determined under the Single Life Table in Treasury Regulations section 1.401(a)(9)‑9.
|
(3)
|
“Required Beginning Date” means the later of:
|
(A)
|
The December 31 of the calendar year in which the Participant attains age 70½, if the Participant is a “5‑percent owner,” as defined in Code section 416, or has incurred a Separation from Service, and
|
(B)
|
In all other cases, the December 31 of the calendar year in which the Participant has a Separation from Service.
|
(C)
|
Effective August 8, 2016, “Required Beginning Date” means the later of:
|
(i)
|
The April 1 of the calendar year following the calendar year in which the Participant attains age 70½, if the Participant is a “5‑percent owner,” as defined in Code section 416, or has incurred a Separation from Service, and
|
(ii)
|
In all other cases, the April 1 of the calendar year following the calendar year in which the Participant has a Separation from Service.
|
(a)
|
General Rule. Notwithstanding any Plan provision to the contrary, all withdrawals and other distributions under this Plan shall comply with the requirements of this section, Code section 401(a)(31), the Treasury Regulations thereunder, and related regulatory rules. Under this section, a Distributee entitled to a current withdrawal or distribution from the Plan may elect, at the time and in the manner prescribed by the Administrative Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan. In prescribing the manner of making elections with respect to Eligible Rollover Distributions, the Administrative Committee may provide for a uniform, nondiscriminatory application of any restrictions permitted under applicable sections of the Code, Treasury Regulations, and related regulatory rules, including a requirement that a Distributee may not elect to make a Direct Rollover from a single Eligible Rollover Distribution to more than one Eligible Retirement Plan.
|
(b)
|
Special Definitions. In addition to the terms defined in Plan section 2.1 or elsewhere in this Plan, whenever used in this Plan section, the following terms shall have the respective meanings set forth below, unless expressly provided otherwise. When the defined meaning is intended, the term is capitalized.
|
(1)
|
“Direct Rollover” means an Eligible Rollover Distribution that is paid directly to an Eligible Retirement Plan at the direction and for the benefit of the Distributee.
|
(2)
|
“Distributee” means a Participant, a Participant’s surviving Spouse or a Participant’s Spouse who is the Alternate Payee.
|
(3)
|
“Eligible Retirement Plan” is an individual retirement account described in Code section 408(a), an individual retirement annuity described in Code section 408(b) (other than an endowment contract), an annuity plan described in Code section 403(a), a qualified trust described in Code section 401(a) that accepts the Distributee’s Eligible Rollover Distribution, an annuity contract described in Code section 403(b); an eligible deferred compensation plan under Code section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; and a Roth IRA described in Code section 408A(b).
|
(4)
|
“Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:
|
(A)
|
Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more;
|
(B)
|
Any distribution to the extent the distribution is required under Code section 401(a)(9) and related Treasury Regulations;
|
(C)
|
Any loan that is treated as a deemed distribution pursuant to Code section 72(p);
|
(D)
|
Any dividends paid on employer securities and passed through to the Participant, Alternate Payee or Beneficiary, as described in Code section 404(k);
|
(E)
|
A distribution that is a permissible withdrawal from an eligible automatic contribution arrangement within the meaning of section 414(w); and
|
(F)
|
The portion of any distribution shall not fail to be an Eligible Rollover Distribution merely because such portion consists of After-Tax Contributions, which are not includable in gross income, if such portion is transferred to an individual retirement account or annuity described in Code section 408(a) or (b), to a qualified plan described in Code section 401(a) or 403(a), or to an annuity contract described in Code section 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable. The portion of any distribution from a designated Roth account under the Plan shall not fail to be an Eligible Rollover Distribution if such portion is transferred to another Roth account under an applicable retirement plan described in Code section 402A(e)(1) or a Roth IRA described in Code section 408A.
|
(G)
|
“Conversion” means a Direct Rollover of an Eligible Rollover Distribution from the Plan to the Roth IRA, within the meaning of Code section 408A. The amount rolled over is included in the gross income of the Distributee to the same extent that such amount would have been included in gross income if not rolled over. A Conversion is not subject to mandatory income tax withholding under Code section 3405. A Distributee may elect a Conversion of an Eligible Rollover Distribution made on or after January 1, 2008.
|
(a)
|
Participant Eligibility. A Participant may elect to roll over a distribution to an In-Plan Roth Rollover Account in accordance with the provisions of this section 7.8. A Participant may elect to rollover amounts held in the accounts described below in Plan section 7.8(b) without regard to whether the Participant satisfies the requirements for distribution in accordance with this Article VII. In-Plan Roth Rollover Contributions shall be subject to the same Plan rules as Roth Contributions. The Plan Administrator will maintain such records as are necessary for the proper reporting of In-Plan Roth Rollover Contributions and will administer the In-Plan Roth Rollover Account in accordance with Code section 402A and the regulations promulgated thereunder.
|
(b)
|
Permitted Sources. The following contributions are permitted for roll over to the In-Plan Roth Rollover Account:
|
(1)
|
After-Tax Account,
|
(2)
|
After-Tax Rollover Account,
|
(3)
|
Matching Account,
|
(4)
|
Pre-Tax Account,
|
(5)
|
Rollover Account, and
|
(6)
|
SIP Accounts noted in Appendix H.1.
|
(c)
|
Participant’s Spouse. Solely for the purposes of determining eligibility for an In-Plan Roth Rollover Contribution, the Plan will treat a Participant’s surviving Spouse, former Spouse or Alternate Payee Spouse as a Participant. A non-spouse beneficiary may not make an In-Plan Roth Rollover Contribution to the Plan.
|
(d)
|
Form of Rollover. An In-Plan Roth Rollover Contribution must be made by the Participant in the form of a direct rollover. An In-Plan Roth Rollover Contribution may not include Plan loans.
|
(e)
|
Distributions. The distribution provisions in Plan section 7.1 will apply to In-Plan Roth Rollover Contributions.
|
(f)
|
Treatment of In-Plan Roth Rollover Contributions. Notwithstanding any other provision of the Plan to the contrary, an In-Plan Roth Rollover Contribution is not a Rollover or Roth Rollover Contribution for purposes of the Plan. Except for amounts withheld pursuant to a voluntary withholding election, an In-Plan Roth Rollover Contribution will not be treated as a distribution for purposes of sections 72(p), 401(a)(11), or 411(d)(6)(B)(ii) of the Code. Amounts in a Participant’s In-Plan Roth Rollover Account may only be withdrawn by a Participant when the Participant is eligible for a distribution from the Plan under Article VII.
|
(a)
|
Hardship Withdrawal. A Participant who qualifies as a Hurricane Harvey Individual (as defined in Plan section 7.9(b)(i) below) may elect to withdraw amounts as follows on or after August 23, 2017 and before January 31, 2018 if he or she can demonstrate the existence of a financial hardship, as defined below:
|
(1)
|
Withdrawal Sources. A Hurricane Harvey hardship withdrawal under this section 7.9 will be made from the Participant’s Pre-Tax Account and Roth Account, excluding the portion attributable to any income or pledged as security for a loan, and in all cases not in excess of the amount of the financial hardship.
|
(2)
|
Financial Hardship. A “financial hardship” is the existence of an immediate and heavy financial need which cannot reasonably be met by other resources available to the Hurricane Harvey Individual. A distribution hereunder is automatically treated as being made on account of an immediate and heavy financial need if it is for any Hurricane Harvey-related hardship (which may include expenses for food, shelter and clothing).
|
(3)
|
Deferral Suspension. A Participant’s Pre-Tax Deferrals, Roth Contributions, Catch-Up Contributions and After-Tax Contributions will not be subject to a six-month suspension when taking a distribution under this section 7.9.
|
(4)
|
Documentation. Application shall be made on such forms and under such requirements as the Administrative Committee (or its delegee) prescribes. Requirements for supporting documentation will be waived at the time of the request for a hardship withdrawal if documentation is unavailable; however, the Participant will be asked to provide supporting documentation as soon as feasible.
|
(5)
|
Distribution. Once the Administrative Committee (or is delegee) has approved the Participant’s request for a withdrawal, the amount to be withdrawn will be based on the vested amounts in the Participant’s Account eligible for withdrawal as set forth in Plan section 7.9(a)(1) above in a lump sum.
|
(b)
|
Definitions.
|
(1)
|
“Hurricane Harvey Individual” means a Participant whose principal residence; parent, grandparent, child or grandchild’s principal residence; place of employment; or parent, grandparent, child or grandchild’s place of employment was located in the Hurricane Harvey Disaster Area. The Committee will accept the Participant’s representation that she or he constitutes a Hurricane Harvey Individual, unless the Administrative Committee (or its delegee) has actual knowledge to the contrary.
|
(2)
|
“Hurricane Harvey Disaster Area” means an area with respect to which a major disaster has been declared by the President of the United States before September 21, 2017, under section 401 of The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-288, as amended (codified at 42 U.S.C §§ 5121-5207) by reason of Hurricane Harvey.
|
(a)
|
Fifty percent of the Participant’s vested Account, or
|
(b)
|
Fifty thousand dollars, reduced by the highest outstanding balance of his or her loans from the Plan during the one year period ending on the date the loan is made over the outstanding balance of all of his or her Plan loans on the date on which such loan was made.
|
(a)
|
The identity of the persons or positions authorized to administer the loan program.
|
(g)
|
The events constituting default and the steps that will be taken to preserve Plan assets in the event of such default.
|
(a)
|
General Rules. Subject to any investment limitation or restriction imposed by the Investment Fund and except as provided in Plan section 9.5, each Participant, including Inactive Participants and Former Participants, as well as each Alternate Payee or spousal Beneficiary with an Account under the Plan may elect to transfer, in accordance with procedures established by the Administrative Committee, amounts invested in any Investment Fund to one or more Investment Funds then available in increments of 1 percent of the amount being transferred. If the election is received by the Administrative Committee by 4 p.m. (Central Time) on an Accounting Date, the transfer will be processed on that Accounting Date. Each election made under this Plan section shall be effective as of the first Accounting Date after the date in which notice thereof is received by the Administrative Committee. If the election is received by the Administrative Committee after 4 p.m. (Central Time) or on a date other than an Accounting Date, the transfer will be processed on the next Accounting Date. The Administrative Committee may impose such Investment Fund transfer fees as it deems reasonable and appropriate to defray the administrative expenses of the Plan. Any transfer of existing balances made under this Plan section does not affect the investment of future contributions, including loan repayments and amounts merged into this Plan, which will be invested as provided under Plan section 9.1 and the last investment election of the Participant filed thereunder.
|
(b)
|
Oxy Stock Fund Transfers. A vested Participant may not transfer any investment into the Oxy Stock Fund if the amount a Participant holds under the Oxy Stock Fund exceeds 30% of the Participant’s total Plan balance.
|
(c)
|
Qualified Plan Transfers. Nothing contained in this Plan section shall be construed as preventing a Participant, including Inactive Participants and Former Participants, from having amounts allocated to his or her Account in any Investment Fund transferred to one or more other Investment Funds for the purpose of facilitating an asset transfer to the trustee of a Qualified Plan sponsored by a purchaser or the subsidiary of a purchaser as a result of a transaction involving the sale by the Company or an Affiliate of either all or substantially all of the outstanding common stock of an Affiliate or all or substantially all of the assets of a facility, under circumstances where the Participant or Inactive Participant is employed by the Affiliate or at the facility that is the subject of the sale.
|
(a)
|
Diversification Elections After August 1, 2004. A Qualified Participant shall have the right to transfer to other available Investment Funds, in accordance with Plan section 9.2, up to 100 percent of the current market value of the number of Units in the Oxy Stock Fund credited to his Matching Account.
|
(b)
|
No Reinvestment. For the period from July 1, 2006 through March 30, 2007, the number of Units in a Qualified Participant’s Matching Account that have been transferred out of the Oxy Stock Fund as described in subsection (a) above may not be reinvested the Oxy Stock Fund.
|
(c)
|
Election Procedures. Elections to transfer amounts from the Oxy Stock Fund among available Investment Funds shall be made pursuant to procedures established by the Administrative Committee. Each election made under this section shall be effective as of the first Accounting Date after the date on which the Administrative Committee properly receives the election.
|
(d)
|
Authority. The Investment Committee shall have the authority to take any actions as may be appropriate or necessary to ensure the proper operation of the Plan and investment in the Oxy Stock Fund consistent with the provisions of this section.
|
(e)
|
Qualified Participant. For purposes of this section, a “Qualified Participant” means:
|
(1)
|
Effective August 2, 2004, a Participant, who has completed at least 10 years of Service under the Plan and has attained age 55;
|
(2)
|
Effective January 1, 2005, a Participant, who has completed at least 10 years of Service under the Plan and has attained age 50;
|
(3)
|
Effective March 1, 2005, a Participant, who has completed at least 5 years of Service under the Plan and has attained age 50;
|
(4)
|
Effective July 1, 2006, a Participant, who has completed at least 5 years of Service under the Plan; and
|
(5)
|
Effective January 1, 2007, a Participant, who has completed at least 3 years of Service under the Plan.
|
(6)
|
Effective January 1, 2015, any Active Participant, regardless of the individual’s years of Service under the Plan.
|
(a)
|
The number of Units credited to the Account as of that date, including Units credited on that date pursuant to Plan section 10.6, multiplied by the Unit value determined as of the Accounting Date, plus
|
(b)
|
Any uninvested cash in the Account.
|
(a)
|
Subject to the Administrative Committee’s approval and in accordance with uniform and nondiscriminatory procedures adopted by the Administrative Committee, Active or Inactive Participants may contribute, under the conditions specified in this Plan section, to this Plan any of the amounts specified as Rollover Contributions, Roth Rollover Contributions or, on and after January 1, 2020, After-Tax Rollover Contributions. Rollover Contributions will be held in the Participant’s Rollover Account. Roth Rollover Contributions will be held in the Participant’s Roth Rollover Account. After-Tax Rollover Contributions will be held in the Participant’s After-Tax Rollover Account.
|
(b)
|
The amount must have been received by or on behalf of the Participant as an eligible rollover distribution, as defined in Code section 402(c)(4).
|
(1)
|
In the case of direct rollovers, the distribution must be received directly from:
|
(A)
|
A Qualified Plan;
|
(B)
|
A qualified plan described in Code section 403(a);
|
(C)
|
An annuity contract described in Code section 403(b);
|
(D)
|
An eligible plan under Code section 457(b) which is maintained by a state, a political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; or
|
(E)
|
A Roth IRA described in Code section 408A(b).
|
(2)
|
In the case of a Rollover Contribution or Roth Rollover Contribution by the Participant, as opposed to a direct rollover, the Participant must have received the distribution no more than 60 days (unless the 60‑day rollover deadline has been waived by the Internal Revenue Service pursuant to Code section 402(c)(3), or the Participant makes a written certification to the Plan that satisfies section 3.02 of Revenue Procedure 2016-47) earlier from:
|
(A)
|
A plan described in paragraph (1), except that any Roth amounts must be received as a direct rollover, or
|
(B)
|
An individual retirement account or annuity described in Code section 408(a) or 408(b) that only includes amounts contributed to such account or annuity that had been rollover contributions from a plan described in paragraph (1).
|
(3)
|
On a uniform and nondiscriminatory basis, the Administrative Committee or the Company may permit direct rollovers of promissory notes in connection with a loan under a Qualified Plan pursuant to Treasury Regulations section 1.401(a)(31)–1, Q&A–16. The Administrative Committee may establish such reasonable procedures as it deems necessary to facilitate the direct rollover of the promissory notes and to ensure that after the rollover, each loan under the Plan complies with Code section 72(p), ERISA section 408(b)(1), and the regulations thereunder. By way of illustration and not limitation, the Administrative Committee may reamortize directly rolled over loans to accommodate repayment of the loans in conjunction with the payroll schedules of an Employer so as to comply with the maximum permitted term of the loan, or may require a Participant to execute such modification to an existing loan that is rolled over, as the Administrative Committee deems, in its sole discretion, necessary to comply with Code section 72(p), ERISA section 408(b)(1), or the regulations thereunder.
|
(c)
|
Before accepting an amount as a Rollover, Roth Rollover or After-Tax Rollover Contribution, the Administrative Committee may require such information and documents it deems necessary or appropriate to establish that the contribution will satisfy the requirements of this Plan section and that receipt of the contribution will not adversely affect the qualified status of this Plan. To the extent deemed necessary or appropriate by the Administrative Committee, such information may include copies of one or more of the following: IRS Form 1099, a distribution statement, the distribution check, certifications from the Participant, and statements from the administrator of the transferor plan that such plan had received a favorable determination letter from the Internal Revenue Service.
|
(d)
|
Rollover, Roth Rollover and After-Tax Rollover Contributions, other than a promissory note evidencing a Participant loan that is rolled over, shall be invested in such Investment Funds as the Participant shall select, in accordance with such rules as are provided in Article 9, or in accordance with other procedures approved by the Administrative Committee. Rollover, Roth Rollover and After-Tax Rollover Contributions to this Plan will not be accepted unless the Participant has made an affirmative investment election with respect to his or her Rollover, Roth Rollover or After-Tax Rollover Account under Article 9. Notwithstanding the foregoing, in no event shall Rollover, Roth Rollover or After-Tax Rollover Contributions be invested in the Oxy Stock Fund.
|
(e)
|
If a Rollover, Roth Rollover or After-Tax Rollover Contribution is made to this Plan and the Administrative Committee later determines that the contribution did not satisfy the requirements of this Plan section, then the Rollover, Roth Rollover or After-Tax Rollover Contribution, plus any earnings attributable to the Rollover, Roth Rollover or After-Tax Rollover Contribution, shall be distributed to the Participant, within a reasonable time after the Administrative Committee’s determination. The Administrative Committee may use any reasonable method to determine the amount of earnings attributable to the Rollover, Roth Rollover or After-Tax Rollover Contribution.
|
(f)
|
The balance in a Participant’s Rollover, Roth Rollover or After-Tax Rollover Account shall be distributed at the same time and in the same manner as other amounts in the Participant’s Account. Any questions concerning entitlement to a distribution of a Rollover, Roth Rollover or After-Tax Rollover Account shall be resolved by adding the term “and Rollover, Roth Rollover or After-Tax Rollover Account” in each place where the term “Account” appears in Article 7.
|
(a)
|
General Rules. The Oxy Stock Fund shall consist of shares of Oxy Stock and cash or cash equivalents that are held pending investment in Oxy Stock. Investment in such shares shall be made from time to time by a direct issue of Oxy Stock from the Company or by purchase from securities dealers or by private purchase at such prices and in such amounts as the Trustee may determine in its absolute and complete discretion. However, no private purchase of such shares shall be made at a total cost greater than the total cost (including brokers’ fees and other expenses of purchase) of purchasing such shares at the then prevailing price of such shares on the open market, such prevailing price to be determined by the Trustee as nearly as practicable based on the most recent public trading prices for the Oxy Stock. The Trustee may match purchases and sales to satisfy investment elections, withdrawals, loans and distributions of Participants.
|
(b)
|
Election Restrictions for Officers. Investment elections of Company officers shall be limited, if necessary, so that the beneficial interest in the Oxy Stock held by the Trust Fund for their Accounts shall not exceed, in the aggregate, 20 percent of the total value of all securities and other assets held by the Trust Fund in all Investment Funds. For purposes of this section, the term “officers” shall have the same meaning as set forth in Regulations section 240.3‑b‑2 promulgated pursuant to section 3(b) of the Securities Exchange Act of 1934.
|
(c)
|
Voting Rights. Before each annual or special meeting of the shareholders of the Company, and at such other times when shareholder action is required, the Company or Trustee (as determined under the applicable Trust Agreement) shall send to each Participant, Beneficiary and Alternate Payee who has an investment in Oxy Stock through the Oxy Stock Fund, the proxy or consent solicitation materials that are sent to the Company’s shareholders of record. Each such Participant, Beneficiary and Alternate Payee shall have the right to instruct the Trustee confidentially as to the method of voting the shares of Oxy Stock allocated to the Account (through investment in the Oxy Stock Fund) as of the record date for determining the shares that are entitled to vote at the meeting of shareholders or that are entitled to give or withhold consent to corporate action. The Trustee in accordance with the instructions received from the Participant, Beneficiary, or Alternate Payee shall vote such full and fractional shares of Oxy Stock. The Administrative Committee shall instruct the Trustee as to the method of voting shares of Oxy Stock for which timely voting instructions are not received from Participants, Beneficiaries or Alternate Payees. The Trustee shall not vote shares of Oxy Stock for which it does not receive voting instructions from Participants, Beneficiaries, Alternate Payees or the Administrative Committee. The Company shall ensure that the requisite voting forms, together with all information distributed to shareholders regarding the exercise of voting rights, are furnished to the Trustee and by the Trustee to such Participants, Beneficiaries and Alternate Payees within a reasonable time before such voting rights are to be exercised with respect to Oxy Stock held in the Oxy Stock Fund.
|
(d)
|
Distribution or Reinvestment of Cash Dividends. In accordance with procedures set forth in this subsection, as implemented by the Administrative Committee, each Participant who is a Participant in the ESOP portion of this Plan may make the dividend pass‑through election described in this subsection with respect to dividends paid on or after June 1, 2002 on Oxy Stock held in the Oxy Stock Fund attributable to the Participant’s Matching Account and with respect to dividends paid on or after July 19, 2007 on all Oxy Stock held in the Oxy Stock Fund. The dividends on which the dividend pass‑through election may be made are referred to as Eligible Dividends. Cash dividends that are not Eligible Dividends and cash proceeds from any other distribution received on Oxy Stock shall be invested in Oxy Stock.
|
(1)
|
Pass‑Through Election. With respect to Eligible Dividends, the Participant may elect between:
|
(A)
|
Either:
|
(i)
|
The cash payment of Eligible Dividends directly to the Participant; except, effective August 8, 2016, if the amount of Eligible Dividends is less than $10.00, then the Eligible Dividends will be reinvested pursuant to Subsection (B) below; or
|
(ii)
|
If permitted by the Administrative Committee, the payment of Eligible Dividends to the Participant’s Matching Account, Pre-Tax Account, Roth Account, After-Tax Account, Rollover Account, Roth Rollover Account, After-Tax Rollover Account and In-Plan Roth Rollover Account (based on the subaccount from which the Eligible Dividend is derived) followed by the distribution of Eligible Dividends in cash to the Participant not later than 90 days after the close of the Plan Year in which the Eligible Dividends were paid by the Company; and
|
(B)
|
The payment of Eligible Dividends to the Participant’s Matching Account, Pre-Tax Account, Roth Account, After-Tax Account, Rollover Account, Roth Rollover Account , After-Tax Rollover Account and In-Plan Roth Rollover Account (based on the subaccount from which the Eligible Dividend is derived) and reinvestment in Oxy Stock through the Oxy Stock Fund.
|
(2)
|
Election Requirements. The dividend pass‑through election shall meet the following minimum requirements:
|
(A)
|
A Participant must be given a reasonable opportunity before Eligible Dividends are paid or distributed in which to make the election.
|
(B)
|
A Participant must have a reasonable opportunity to change a dividend election at least annually.
|
(C)
|
If there is a change in the Plan terms governing the manner in which Eligible Dividends are paid or distributed, a Participant must be given a reasonable opportunity to make an election under the new Plan terms prior to the date on which the first Eligible Dividend subject to the new Plan terms is paid or distributed.
|
(D)
|
No election shall be applied retroactively; elections shall apply only to future dividend allocations.
|
(3)
|
Treatment of Eligible Dividends. Eligible Dividends shall be treated as follows for purposes of the Plan:
|
(A)
|
A Participant shall at all times be fully vested in any Eligible Dividends with respect to which the Participant is offered a dividend pass‑through election. The Participant shall be fully vested regardless of whether the Eligible Dividends are paid in cash or reinvested in Oxy Stock allocated to the Participant’s Account and regardless of whether the Participant is vested or nonvested in other amounts held in his Matching Account.
|
(B)
|
Eligible Dividends, whether paid in cash to the Participant or reinvested in the Plan, do not constitute an Annual Addition. In addition, reinvested Eligible Dividends do not constitute elective deferrals, within the meaning of Code section 402(g)(3), and shall not be treated as Pre-Tax Deferrals, Roth Contributions or other elective deferrals, under the ADP Test, or After‑Tax Contributions, Adjustment Contributions or Matching Contributions under the ACP Test.
|
(C)
|
Eligible Dividends that are reinvested in Oxy Stock pursuant to a Participant’s election under this subsection are treated as earnings in the same manner as dividends with respect to which a Participant is not provided a dividend pass‑through election.
|
(D)
|
Eligible Dividends paid in cash pursuant to a Participant’s election under this subsection:
|
(i)
|
Are not subject to the consent requirements of Code section 411(a)(11) or the restrictions on the distributions of elective deferrals under Code section 401(k)(2)(B), notwithstanding any Plan provision to the contrary; and
|
(ii)
|
Do not constitute an Eligible Rollover Distribution (as determined under Plan section 7.7(b)(4)), even if the dividends are distributed at the same time as amounts that do constitute an Eligible Rollover Distribution.
|
(4)
|
Alternate Payees and Beneficiaries. Subject to such rules as the Administrative Committee may prescribe, Alternate Payees and Beneficiaries shall be treated as Participants for purposes of this subsection.
|
(a)
|
If a contribution or portion thereof is made by the Employer by a mistake of fact, upon written request to the Administrative Committee, such contribution or such portion, reduced by losses but not increased by earnings, shall be returned to the Employer within one year after the date of payment; and
|
(b)
|
In the event that a deduction for any contributions made by the Employer is disallowed by the Internal Revenue Service in any Plan Year, then that portion of the Employer contribution that is not deductible shall be returned to the Employer within one year from the date of receipt of notice by the Internal Revenue Service of the disallowance of the deduction.
|
(a)
|
To construe and interpret the Plan, to supply all omissions from, correct deficiencies in and resolve ambiguities in the language of the Plan and Trust; to decide all questions of eligibility and determine the amount, manner, and time of payment of any benefits hereunder;
|
(b)
|
To make a determination as to the right of any person to an allocation, and the amount thereof;
|
(c)
|
To obtain from the Employees such information as shall be necessary for the proper administration of the Plan and, when appropriate, to furnish such information promptly to the Trustee or other persons entitled thereto;
|
(d)
|
To prepare and distribute, in such manner as the Company determines to be appropriate, information explaining the Plan;
|
(e)
|
To establish and maintain such accounts in the name of each Participant as are necessary;
|
(f)
|
To instruct the Trustee with respect to the payment of benefits hereunder;
|
(g)
|
To provide for any required bonding of fiduciaries and other persons who may from time to time handle Plan assets;
|
(h)
|
To prepare and file any reports required by ERISA;
|
(i)
|
To engage an independent public accountant to conduct such examinations and to render such opinions as may be required by ERISA;
|
(j)
|
To select, engage, monitor and terminate the performance of third-party administrators and other service providers and develop policies with respect to service provider contracts to ensure that fees paid are reasonable;
|
(k)
|
To allocate contributions, loan repayments and Trust Fund gains or losses to the Accounts of Participants;
|
(l)
|
To take all steps it deems reasonable to correct any references or omissions that may arise in the operation of the Plan, which include taking any and all steps permitted under the Employee Plans Compliance Resolution System, the Voluntary Fiduciary Correction Program, or any other program of correction; and
|
(m)
|
To designate Affiliates as Employers as described in Plan section 14.1.
|
(a)
|
To the extent permitted by the Company’s bylaws and applicable law, the Company shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of subsection (b):
|
(1)
|
Each Affiliate;
|
(2)
|
Each member of the Administrative Committee
|
(3)
|
Each member of the Investment Committee; and
|
(4)
|
Each Employee or member of the Board who has responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a nonfiduciary settlor function (such as deciding whether to approve a plan amendment), or a nonfiduciary administrative task relating to the Plan.
|
(b)
|
The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorney’s fees and court costs, incurred by that person on account of his good faith actions or failures to act with respect to his responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if the Company agrees to the settlement.
|
(1)
|
An Indemnified Person shall be indemnified under this section only if he notifies an Appropriate Person at the Company of any claim asserted against or any investigation of the Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan.
|
(A)
|
A person is an “Appropriate Person” to receive notice of the claim or investigation if a reasonable person would believe that the person notified would initiate action to protect the interests of the Company in response to the Indemnified Person’s notice.
|
(B)
|
The notice may be provided orally or in writing. The notice must be provided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be provided under this section to the extent that the Plan or Company is materially prejudiced by the unreasonable delay of the Indemnified Person in notifying an Appropriate Person of the claim or investigation.
|
(2)
|
An Indemnified Person shall be indemnified under this section with respect to attorneys’ fees, court costs or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to permit the Company to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that the Company believes would be prejudicial to the interests of the Company.
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(3)
|
No Indemnified Person, including an Indemnified Person who had a Separation from Service, shall be indemnified under this section unless he makes himself reasonably available to assist the Company with respect to the matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that the Company shall reasonably request.
|
(4)
|
No Indemnified Person shall be indemnified under this section with respect to any action or failure to act that is judicially determined to constitute or be attributable to the gross negligence or willful misconduct of the Indemnified Person.
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(5)
|
Payments of any indemnity under this section shall be made only from the assets of the Company and shall not be made directly or indirectly from assets of the Plan. The provisions of this section shall not preclude such further indemnities as may be available under insurance purchased by the Company or as may be provided by the Company under any by‑law, agreement or otherwise, provided that no expense shall be indemnified under this section that is otherwise indemnified by an insurance contract purchased by the Company.
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(a)
|
The right of a Participant, Beneficiary, Alternate Payee, or any other person entitled to claim a benefit under the Plan shall be determined by the Administrative Committee, provided, however, that the Administrative Committee may delegate its responsibility to any person. All persons entitled to claim a benefit under the Plan shall be referred to as a “Claimant” for purpose of this section. The term “Claimant” shall also include, where appropriate to the context, any person authorized to represent the Claimant under procedures established by the Administrative Committee.
|
(1)
|
The Claimant may file a claim for benefits by written notice to the Administrative Committee.
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(2)
|
Any claim for benefits under the Plan, pursuant to this section, shall be filed with the Administrative Committee no later than eighteen months after the date that a transaction occurred, or should have occurred, with respect to a Claimant’s Account (e.g., two years after benefits were credited, or should have been credited, to a Claimant’s Account, or eighteen months after any withdrawal or distribution occurred or should have occurred). The Administrative Committee in its sole discretion shall determine whether this limitation period has been exceeded.
|
(3)
|
Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this section:
|
(A)
|
A request for determination of eligibility, enrollment, or participation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, enrollment, or participation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this section.
|
(B)
|
Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan.
|
(C)
|
A claim that is defective or otherwise fails to follow the procedures of the Plan (e.g., a claim that is addressed to a party, other than the Administrative Committee, or an oral claim).
|
(D)
|
An application or request for benefits under the Plan.
|
(b)
|
If a claim for benefits is wholly or partially denied, the Administrative Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim (or 45 days after receipt of the claim in the case of a disability claim), notify the Claimant of the denial of benefits. In the case of a claim other than a disability claim, if special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90‑day period, and such notice shall set forth the special circumstances and the date on which a decision is expected. In the case of a disability claim, the Administrative Committee may give the Claimant written notice before the end of the initial 45‑period that it needs an additional 30 days to review the claim, provided that such notice shall set forth the circumstances beyond the control of the Administrative Committee justifying extending the period and the date on which a decision is expected. If special circumstances beyond the control of the Administrative Committee’s control justify extending the claim review period for an additional 30 days, the Claimant shall be provided written notice of this extension within the first 30-day period.
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(c)
|
A notice of denial:
|
(1)
|
Shall be written in a manner calculated to be understood by the Claimant; and
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(2)
|
Shall contain:
|
(A)
|
The specific reasons for denial of the claim;
|
(B)
|
Specific reference to the Plan provisions on which the denial is based;
|
(C)
|
A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and
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(D)
|
An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
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(d)
|
Within 60 days of the receipt by the Claimant of the written denial of his or her claim (or within 180 days of receipt in the case of a disability claim) or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the applicable time period specified in subsection (b)), the Claimant may file a written request with the Administrative Committee that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits, but not including any document, record or information that is subject to any attorney‑client or work‑product privilege or whose disclosure would violate the privacy rights or expectations of any person other than the Claimant. The Claimant may submit issues and comments in writing and may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.
|
(e)
|
The Administrative Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days (or 45 days in the case of a disability claim) after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days (or 45 days in the case of a disability claim). If the period is extended, the Claimant shall be given written notice of this extension during the initial 60‑day period (or 45-day period in the case of a disability claim) and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim:
|
(1)
|
Shall be written in a manner calculated to be understood by the Claimant;
|
(2)
|
Shall include specific reasons for the decision;
|
(3)
|
Shall contain specific references to the Plan provisions on which the decision is based;
|
(4)
|
Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits; and
|
(5)
|
Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
|
(f)
|
No legal action may be commenced after the later of:
|
(1)
|
180 days after receiving the written response of the Administrative Committee to an appeal, or
|
(2)
|
365 days after the Claimant’s original application for benefits.
|
(g)
|
Any legal action in connection with the Plan must be filed in Harris County, Texas.
|
(a)
|
It is bound by such terms and conditions relating to the Plan as the Company or the Administrative Committee may reasonably require;
|
(b)
|
It must comply with all qualification requirements and employee benefit rules of the Code, ERISA and related regulations and hereby acknowledges the authority of the Company, the Administrative Committee, and the Investment Committee to review the Affiliate’s compliance procedures and to require changes in such procedures to protect the Plan’s qualification;
|
(c)
|
It has authorized the Company, the Administrative Committee, and the Investment Committee to act on its behalf with respect to Employer matters pertaining to the Plan and the Trust Fund;
|
(d)
|
It will cooperate fully with the Plan officials and their agents by providing such information and taking such other actions, as they deem appropriate for the efficient administration of the Plan and the Trust Fund; and
|
(e)
|
Its status as an Employer under the Plan is expressly conditioned on its being and continuing to be an Affiliate of the Company.
|
(a)
|
Withdrawal by Affiliate. Subject to the concurrence of the Board or Administrative Committee, any Affiliate may withdraw from the Plan and Trust, and end its status as an Employer hereunder, by communicating in writing to the Administrative Committee its desire to withdraw. The withdrawal shall be effective as of the date agreed to by the Board or Administrative Committee, as the case may be, and the Affiliate. Upon such withdrawal, the Plan shall not terminate.
|
(b)
|
Termination by Company. The Company, acting through the Board or, if authorized by the Board, the Administrative Committee, reserves the right, in its sole discretion and at any time, to terminate the participation in this Plan of any Employer. Such termination shall be effective immediately, upon the notice of such termination from the Company to the Trustee and the Employer being terminated, whichever occurs first, or such later effective date agreed to by the Company. Upon such termination, this Plan shall not terminate.
|
(a)
|
The Administrative Committee may elect that the portion of the Plan attributable to the former Employer shall become a separate plan effective as of the date on which the Employer’s participation in this Plan terminates. The Administrative Committee shall inform the Trustee of the portion of the Trust Fund that is attributable to the participation of the terminated Employer. As soon thereafter as is administratively feasible, the Trustee shall set apart that portion of the Trust Fund as a separate trust fund that shall be part of the separate plan of the terminated Employer. Thereafter, the administration, control, and operation of the separate plan, with respect to the terminated Employer, shall be on a separate basis, in accordance with the terms of this Plan except that:
|
(1)
|
The terminated Employer, not the Company or the Administrative Committee, shall be the sponsor and administrator of the separate plan and shall have all duties, responsibilities, and powers that the Company, Administrative Committee and Investment Committee have under this Plan; and
|
(2)
|
The terminated Employer, not the Company, shall have the power to amend and terminate the separate plan, in accordance with the provisions of Plan section 13.1.
|
(b)
|
Alternatively, the Administrative Committee may elect to maintain the Accounts of Participants employed by the terminated Employer as follows:
|
(1)
|
Except as provided in paragraph (5), all Participants employed by the terminated Employer on the date on which the entity ceases participation in this Plan shall become Inactive Participants or Former Participants, as applicable.
|
(2)
|
The Pre-Tax Deferral, Roth Contribution, Catch‑Up Contribution and After‑Tax Contribution elections of an Active Participant under Article 4 shall only apply to Earnings for the portion of the Plan Year ending on the Employer’s termination date.
|
(3)
|
The terminated Employer shall transfer to the Trust Fund the Pre-Tax Deferrals, Roth Contributions, Catch‑Up Contributions, Matching Contributions and After‑Tax Contributions required under the Plan relating to Earnings through the effective date of the Employer’s termination of participation in this Plan.
|
(4)
|
For purposes of being eligible to receive a distribution of his or her Account, an Inactive Participant described in paragraph (1) shall not be treated as having a Separation from Service unless and until the Administrative Committee determines that the Participant is eligible to receive a distribution under the provisions of Code section 401(k)(2)(B)(i).
|
(5)
|
If a Participant described in paragraph (1) becomes an Employee of another Employer immediately after the effective date of the prior Employer’s termination of participation in this Plan, then the Participant shall be treated under the Plan as having transferred employment from one Employer to another.
|
(6)
|
Should the Administrative Committee elect to take alternative action under this Section 14.4(b), the name of the terminated Employer and the effective date of such action will be set forth on Appendix I.
|
(c)
|
With the consent of the Employer that is no longer participating in the Plan, the Company or Administrative Committee may take such other actions with respect to the Accounts of Participants employed by that Employer as are permitted under the Code and ERISA.
|
(a)
|
“Aggregation Group” means each Qualified Plan of the Company or any Affiliate in which a Key Employee is a participant and any other Qualified Plan which enables a Qualified Plan of the Company or any Affiliate covering a Key Employee to meet the requirements of Code sections 401(a)(4) or 410. On behalf of the Company, the Administrative Committee may elect to include within the Aggregation Group any other Qualified Plan, together with the Qualified Plans referenced in the preceding sentence, provided that such expanded Aggregation Group continues to satisfy the requirements of Code sections 401(a)(4) and 410(b) for the Plan Year.
|
(b)
|
“Determination Date” means the last day of the preceding Plan Year.
|
(c)
|
“Key Employee” means, effective for Plan Years beginning after 2001, any Employee or a former Employee (including any deceased Employee) who, at any time during the Plan Year, is one of the following:
|
(1)
|
An officer of the Company or any Affiliate whose Section 415 Compensation exceeds $130,000, as adjusted under Code section 416(i)(1) for Plan Years commencing after 2002, provided however, that the number of Employees included as Key Employees under this paragraph shall not exceed the lesser of:
|
(A)
|
50 Employees; or
|
(B)
|
The greater of three Employees or 10 percent of all Employees of the Company and all Affiliates.
|
(2)
|
A five‑percent owner of the Company or any Affiliate.
|
(3)
|
A one‑percent owner of the Company or any Affiliate whose Section 415 Compensation exceeds $150,000.
|
(d)
|
“Non‑Key Employee” means any Employee who is not a Key Employee.
|
(e)
|
“Top‑Heavy Ratio” means the ratio determined under Plan section 15.3.
|
(a)
|
General Rule. The numerator of the Top‑Heavy Ratio is the sum of the amounts described in subsection (b) under all Qualified Plans in the Aggregation Group for each Key Employee. The denominator of the Top‑Heavy Ratio is the sum of the amounts described in subsection (b) under all Qualified Plans in the Aggregation Group for all Employees.
|
(b)
|
Included Amounts. When determining the Top‑Heavy Ratio, the following amounts shall be included:
|
(1)
|
The Employee’s total Account balance as of the Determination Date under this Plan;
|
(2)
|
The Employee’s total account balance as of the Determination Date under all other Qualified Plans that are defined contribution plans included in the Aggregation Group;
|
(3)
|
The present value as of the Determination Date of the Employee’s accrued benefit under all Qualified Plans that are defined benefit plans included in the Aggregation Group.
|
(c)
|
Special Rules. For purposes of computing the Top‑Heavy Ratio and included amounts, the following rules shall apply:
|
(1)
|
The present value of accrued benefits shall be determined using reasonable actuarial assumptions.
|
(2)
|
In the case of a distribution made for a reason other than severance from employment, death, or Disability (e.g., in‑service withdrawals), this provision shall be applied by substituting “five‑year period” for “one‑year period.”
|
(3)
|
Any Rollover, Roth Rollover or After-Tax Rollover Contribution (or similar transfer) initiated by the Employee and made after December 31, 1983, to a Qualified Plan in the Aggregation Group shall be excluded when determining account balances with respect to the transferee plan.
|
(4)
|
Account balances and accrued benefits shall be taken into account only to the extent attributable to contributions by the Company or Affiliate and contributions by the Employee while employed by the Company or an Affiliate.
|
(5)
|
The present values of accrued benefits and account balances of any individual who has not performed services for the Company or any Affiliate during the one‑year period ending on the Determination Date shall not be taken into account when determining the Top‑Heavy Ratio.
|
(6)
|
Account balances or accrued benefits of an Employee shall not be taken into account if the Employee is not a Key Employee for the Plan Year being tested but was a Key Employee in a prior Plan Year.
|
(7)
|
To the extent required by Code section 416(e), contributions and benefits relating to Social Security or similar programs under federal or state law shall not be taken into account in determining the Top‑Heavy Ratio.
|
(a)
|
Three percent of the Participant’s Section 415 Compensation, or
|
(b)
|
The percentage equal to the largest contribution, expressed as a percentage of Section 415 Compensation, received by any Key Employee under all defined contribution plans in the Aggregation Group.
|
(a)
|
Except as otherwise permitted by the Plan, no benefit payable at any time under the Plan shall be subject to the debts or liabilities of a Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. Except as provided in this section, no benefit under the Plan shall be subject in any manner to attachment, garnishment, or encumbrance of any kind.
|
(b)
|
Payment may be made from a Participant’s Account to an Alternate Payee, pursuant to a Qualified Domestic Relations Order.
|
(1)
|
The Administrative Committee shall establish reasonable written procedures for reviewing court orders made, pursuant to state domestic relations law (including a community property law), relating to child support, alimony payments, or marital property rights of a Spouse, former Spouse, child, or other dependent of a Participant and for notifying Participants and Alternate Payees of the receipt of such orders and of the Plan’s procedures for determining if the orders are Qualified Domestic Relations Orders and for administering distributions under Qualified Domestic Relations Orders.
|
(2)
|
Except as may otherwise be required by applicable law, such Qualified Domestic Relations Orders may not require a retroactive transfer of all or part of a Participant’s Account to or for the benefit of an Alternate Payee without permitting an appropriate adjustment for earnings and investment gains or losses that have occurred in the interim, nor shall such orders require the Plan to provide rights to Alternate Payees that are not available to Beneficiaries generally.
|
(3)
|
In cases in which a full and prompt payment of amounts assigned to an Alternate Payee will not be made, pursuant to this subsection, the assigned amounts will be transferred, within a reasonable time after determination that the order is a Qualified Domestic Relations Order, to a separate Account for the benefit of the Alternate Payee and invested in accordance with the Alternate Payee’s investment elections pursuant to Article 9.
|
(4)
|
No amount that is segregated pending a determination of whether a domestic relations order is a Qualified Domestic Relations Order or transferred to a separate Account for the benefit of the Alternative Payee shall be taken into account when determining the amount that:
|
(A)
|
A Participant may withdraw from his or her Account, pursuant to Plan section 7.2;
|
(B)
|
A Participant may receive in a Plan loan, pursuant to Plan section 8.2; or
|
(C)
|
A Participant (or his or her Beneficiary) may receive in a distribution, pursuant to Plan section 7.3 or 7.5.
|
(c)
|
Payment may be made from an Account, to the extent required by a federal tax levy made pursuant to Code section 6331 or by the United States’ collection of a judgment resulting from an unpaid federal tax assessment. Payment may be made at the time required by the tax levy or judgment collection order, even if payment would not otherwise be made at that time under the terms of the Plan and payment from the Plan would not otherwise be permitted at that time under Code section 401(a), 401(k), or 411(a)(11).
|
(d)
|
Payments from an Account may be offset to the extent permitted under Code section 401(a)(13)(C) (relating to offsets regarding breaches of duty with respect to the Plan).
|
(e)
|
A Participant or Beneficiary may disclaim his or her Account, or a portion thereof, subject to the rules which may be modified from time to time by the Administrative Committee.
|
(a)
|
Such guardian may act for the Participant, Beneficiary, or Alternate Payee and make any election required of or permitted by the Participant, Beneficiary, or Alternate Payee under this Plan, and such action or election shall be deemed to have been taken by the Participant, Beneficiary, or Alternate Payee; and
|
(b)
|
Benefit payments may be made to such guardian, and any such payment so made shall be a complete discharge of any liability therefore under the Plan.
|
(a)
|
Stale Checks. Effective on or after August 8, 2016, if a distribution check is issued under the Plan and such distribution check is not cashed within 6 months after issuance, the check will be characterized as stale, and the funds re-deposited into a special account under the Plan. Such funds shall be characterized on an after-tax basis and effective December 1, 2016, or as soon as practicable thereafter but in no event later than December 31, 2016, such amounts will be invested in the Plan’s Stable Value Fund, defined in Appendix B(a) of the Plan, or such other fund as determined within the discretion of the Administrative Committee. The check will be reissued upon request by the Participant pursuant to procedures established by the Administrative Committee.
|
(b)
|
Lost Participants. In the event that the Administrative Committee or its delegee, after having made a diligent search, is unable to locate a Participant, Beneficiary, or Alternate Payee who is entitled to benefits under this Plan, such benefits shall be treated as a forfeiture under Plan section 3.6. In the event that the Participant, Beneficiary, or Alternate Payee whose Account is subject to such forfeiture subsequently asserts a valid claim for benefits, the Account will be restored in the manner described in Plan section 3.6.
|
(a)
|
Effective January 1, 2007, if the Participant dies while on qualified military service, the Participant’s Beneficiary shall be entitled to any benefit under the Plan (other than additional allocations related to the period of qualified military service) to the same extent that the Participant would have been entitled to such benefit had the Participant resumed employment and then incurred a Separation from Service on account of death.
|
(b)
|
Effective January 1, 2009, Differential Wages shall be treated as Base Pay, as provided in Plan section 2.1(p)(2)(H), and Section 415 Compensation, as provided in Plan section 2.1(nnn)(2)(D), paid to an Active Participant by the Employer making the payment. For this purpose, Differential Wages means any payment made by an Employer with respect to any period during which the Employee is performing qualified military service and represents all or a portion of the wages the Employee would have received from the Employer if the Employee were performing service for the Employer.
|
(c)
|
Effective January 1, 2009 and even if the Employee is receiving Differential Wages, a Participant performing qualified military service will be treated as having incurred a Separation from Service during the period of such qualified military service for purposes of Plan section 7.3, but only with respect to the Participant’s Pre-Tax Account and Roth Account. If the Participant elects to receive a distribution under this deemed Separation from Service, then such Participant shall not be permitted to make Pre-Tax Deferrals, Roth Contributions, Catch-Up Contributions or After‑Tax Contributions during the six‑month period beginning on the date of the distribution. Effective for withdrawals requested after August 8, 2016, if a Participant is suspended from making any Pre-Tax Deferrals, Roth Contributions, Catch-Up Contributions and/or After Tax Contributions in accordance with the sentence above, such contributions will be automatically reinstated upon expiration of the six-month suspension period at the Default Percentage, as applicable, or if the Participant was not subject to automatic enrollment or had opted out of automatic enrollment at the percentage in place prior to the suspension.
|
1.1
|
“Account” means an account established by the Administrator for the purpose of recording amounts credited on behalf of each Participant under the Plan, and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to each Participant pursuant to the Plan.
|
1.2
|
“Administrator” means the Vice President, Human Resources, of Occidental Petroleum Corporation and delegates operating under the authority of the Vice President, Human Resources, including authorized third-party service providers, except that for all matters (including, without limitation, interpretation of the Plan) directly relating to participation, claims or benefits associated with individuals who are then Directors or Section 16 Officers, “Administrator” shall mean the Executive Compensation Committee of the Board of Directors of Occidental Petroleum Corporation, effective as of August 8, 2019.
|
1.3
|
“Annual Retainer Fees” means the annual fees (other than Meeting Fees) paid to a Director by the Company for service on the Board or committee(s) of the Board, including the Board retainer, lead director retainer, committee chair and member retainers and any other forms of retainer paid to a Director for service on the Board.
|
1.4
|
“Base Pay” means base compensation per payroll period paid by the Company to an Eligible Employee (including amounts which the Eligible Employee could have received in cash had he not elected to contribute to an employee benefit plan maintained by the Company),
|
1.5
|
“Base Pay Deferral Election Period” means, with respect to each Plan Year, a period established by the Administrator that ends before the commencement of such Plan Year. For example, with respect to the Plan Year that begins on January 1, 2015, the Administrator may establish a Base Pay Deferral Election Period of any duration during the preceding Plan Year provided such period ends no later than December 31, 2014. If the Administrator takes no action to establish a Base Pay Deferral Election Period with respect to a particular Plan Year, then the Base Pay Deferral Election Period for such Plan Year shall begin on December 1 and end on December 31 of the preceding Plan Year.
|
1.6
|
“Beneficiary” means the persons, trusts, estates or other entities designated under Section 6.2 to receive benefits under the Plan upon the death of a Participant. “Contingent Beneficiary” means the persons, trusts, estates or other entities designated under Section 6.2 to receive benefits under the Plan upon the death of a Participant and in the event that the designated Beneficiary predeceases a Participant.
|
1.7
|
“Board” means the Board of Directors of Anadarko Petroleum Corporation.
|
1.8
|
“Bonus” means the bonus otherwise payable currently to a Participant for the Plan Year under the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, or any predecessor or successor plans thereto, or any other incentive or bonus arrangement implemented after the Effective Date by the Company if the Company designates payments under such program or arrangement as being Bonuses which may be deferred pursuant to this Plan.
|
1.9
|
“Change of Control” means that a Change of Control of the Company shall be deemed to have occurred on the date as of the first day any one or more of the following conditions shall have been satisfied:
|
(a)
|
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition pursuant to a transaction which complies with clauses (i), (ii) or (iii) of Section 1.9(c); or
|
(b)
|
Individuals who, as of January 1, 2010, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to January 1, 2010 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
|
(c)
|
Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
|
(d)
|
Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing provisions of this Section 1.9 or any provision of this Plan to the contrary, to the extent that any payment or acceleration of payment of any amount under the Plan is subject to, and not exempt under, Code Section 409A, then the determination of whether a Change of Control has occurred hereunder as affecting the payment, or timing of payment, of such
|
1.10
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time. All references herein to any Section of the Code shall include any successor provision thereto and the Treasury Regulations and other authority issued under such Section by the appropriate governmental authority.
|
1.11
|
“Company” means Anadarko Petroleum Corporation and its wholly owned subsidiaries, unless the context requires otherwise (such as, for example, in Section 1.9 where the term “Company” shall refer solely to Anadarko Petroleum Corporation).
|
1.12
|
“Compensation Committee” means the Compensation and Benefits Committee of the Board, the composition of which may change from time to time.
|
1.13
|
“Contingent Beneficiary” shall have the definition set forth in Section 1.6.
|
1.14
|
“Director” means a non-employee member of the Board.
|
1.15
|
“Director Compensation” means Annual Retainer Fees and Meeting Fees.
|
1.16
|
“Director Compensation Deferral Election Period” means, with respect to each Plan Year, a period established by the Administrator that ends before the commencement of such Plan Year. For example, with respect to the Plan Year that begins on January 1, 2015, the Administrator may establish a Director Compensation Deferral Election Period of any duration during the preceding Plan Year provided such period ends no later than December 31, 2014. If the Administrator takes no action to establish a Director Compensation Deferral Election Period with respect to a particular Plan Year, then the Director Compensation Deferral Election Period for such Plan Year shall begin on December 1 and end on December 31 of the preceding Plan Year.
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1.17
|
“Disabled” or “Disability” means a Participant shall be deemed to have become permanently disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under a disability plan or an accident and health plan maintained by the Company, if applicable.
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1.18
|
“Effective Date” means January 1, 2012, the effective date of this amendment and restatement of the Plan.
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1.19
|
“Eligible Employee” means an employee of the Company who is paid on the Company’s U.S. payroll and (i) is “a member of a select group of management or highly compensated employees” (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) and (ii) is designated by the Company in its complete discretion as being an Eligible Employee for purposes of the Plan. An employee who does not satisfy these criteria is an “Ineligible Employee.”
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1.20
|
“ERISA” means the Employee Retirement Income Security Act of 1974, as may be amended from time to time. All references herein to any Section of ERISA shall include any successor provision thereto and the regulations and other authority issued under such Section by the appropriate governmental authority.
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1.21
|
“Key Employee” means a Participant who is a “specified employee” as defined in Code Section 409A. For purposes of this definition, a “specified employee” under Code Section 409A is an employee who, as of the date of his Separation from Service, is a “key employee” (within the meaning of Code Section 416(i) without regard to paragraph 5 thereof relating to beneficiaries) of the Company or any entity which is considered to be a single employer with the Company under Code Section 414(b) or 414(c) (the “Controlled Group”). A Participant shall be a Key Employee if the Participant is (i) an officer of the Company having annual compensation greater than $165,000 for 2012 (and as indexed thereafter under Code Section 416(i)), (ii) a 5-percent (5%) owner of the Company, or (iii) a 1-percent (1%) owner of the Company having annual compensation of more than $150,000, at any time during the twelve (12) month period ending on December 31, but only if a Controlled Group member has any stock that is publicly traded on an established securities market or otherwise. A Participant will be considered to be a Key Employee for the period April 1 through March 31 following such December 31 determination. The Company may apply an alternative method to identify Key Employees in accordance with Code Section 409A, provided that the alternative method (i) is reasonably designed to include all Key Employees, (ii) is an objectively determinable standard, and (iii) results in either all employees or no more than 200 employees being identified as Key Employees as of any date.
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1.22
|
“Meeting Fees” means fees paid to a Director for attendance at meetings of the Board or meetings of the Board’s committees.
|
1.23
|
“Participant” means any Eligible Employee or any Director who becomes a participant in the Plan pursuant to Article 2. An individual who becomes a Participant as provided in the preceding sentence shall remain a Participant until he no longer has an undistributed Account balance under the Plan.
|
1.24
|
“Plan” means the Anadarko Petroleum Corporation Deferred Compensation Plan, as amended and restated as set forth herein, and as it may be further amended from time to time.
|
1.25
|
“Plan Year” means the twelve (12) consecutive month period beginning January 1st and ending December 31st of any given year.
|
1.26
|
“Retirement” means, in the case of an Eligible Employee who is eligible to retire under the Anadarko Retirement Plan (the “Anadarko Plan”), his Separation from Service; provided, however, that the Eligible Employee has, as of such date, both attained age fifty-five (55) and been credited with at least five (5) years of Credited Service as that term is defined under the Anadarko Plan. Retirement means, in the case of an Eligible Employee who is eligible to retire under the Kerr-McGee Corporation Retirement Plan (the “KMG Plan”), his Separation from Service; provided, however, that the Eligible Employee has, as of such date, both attained age fifty-two (52) and been credited with at least ten (10) years of Credited Service as that term is defined under the KMG Plan. Retirement means, in the case of a Director, Separation from Service from the Board after the first to occur of: (a) the Director having attained age sixty-five (65), (b) the Director having completed ten (10) years of service as a Director, or (c) the Director having attained both age fifty-five (55) and completed five (5) years of service as a Director. A Director’s total years of service as a Director as of any date shall be determined by dividing his total completed full months of service as a Director by twelve (12).
|
1.27
|
“Section 16 Officer” means an Eligible Employee who is subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
|
1.28
|
“Separation from Service” means a “separation from service” of an Eligible Employee or Director within the meaning of Code Section 409A.
|
1.29
|
“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant.
|
1.30
|
“Valuation Date” means each business day of the Plan Year and such other date(s) as designated by the Company.
|
2.1
|
Participation. Each Eligible Employee and Director shall become a Participant in the Plan by executing a deferral agreement in accordance with the provisions of Article 3.
|
2.2
|
Cessation of Active Participation. In the event that (i) the service on the Board of a Participant who is a Director terminates, or (ii) a Participant who is an Eligible Employee incurs a Separation from Service for any reason, such Director or Eligible Employee, as applicable, may not make deferral elections under Article 3 and any deferral election presently in effect for such Director or Eligible Employee shall terminate immediately; however, any compensation subject to a valid deferral election under the Plan and earned with respect to any period preceding the effective time of such cessation of the right to defer compensation hereunder shall be deferred pursuant to such election, even if such crediting of such amount to his Account occurs after such effective time. In the event that a Participant
|
3.1
|
Deferral Agreement. Each Eligible Employee and Director may elect to defer compensation amounts otherwise payable to him currently for a Plan Year by executing a deferral agreement in accordance with (a) rules and procedures established by the Administrator, (b) the provisions of this Article 3, and (c) Code Section 409A. The deferral agreement may separately specify for each discrete type of compensation (e.g., Base Pay, Bonus, Director Compensation, or individual components of each) the whole number percentage multiple (in one percent (1%) increments and subject to the percentage limitations otherwise described herein) that the Participant elects to defer, the payment schedule and form of payment of the deferred amount.
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3.2
|
Election to Defer Base Pay. An Eligible Employee may elect to defer Base Pay for a Plan Year in an amount not exceeding seventy-five percent (75%) of Base Pay. A Participant who is first designated as an Eligible Employee after the first day of the calendar month preceding the calendar month in which a Base Pay Deferral Election Period commences with respect to a Plan Year may not elect to defer his Base Pay for the Plan Year to which such period relates but may elect to defer his Base Pay for subsequent Plan Years.
|
3.3
|
Election to Defer Bonus. An Eligible Employee may elect to defer up to one hundred percent (100%) of his Bonus for a Plan Year, subject to any limitation that may be established
|
3.4
|
Election to Defer Director Compensation. A Director may elect to defer up to one hundred (100%) of his Director Compensation for a Plan Year. An individual who first becomes a Director on or after the first day of a Director Compensation Deferral Election Period with respect to a Plan Year may not elect to defer his Director Compensation for the Plan Year to which such period relates but may elect to defer his Director Compensation for subsequent Plan Years.
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3.5
|
Timing of Election to Defer. Each Eligible Employee who desires (and who is eligible pursuant to Section 3.2) to defer Base Pay otherwise payable during a Plan Year must execute a deferral agreement in accordance with the procedures established by the Administrator and within the Base Pay Deferral Election Period with respect to such Plan Year. A deferral agreement that is timely and properly executed in accordance with the preceding sentence shall be irrevocable as of the last day of the applicable Base Pay Deferral Election Period. Each Eligible Employee who is eligible to defer a Bonus which may be earned with respect to services performed during a Plan Year pursuant to Section 3.3 and who desires to defer such Bonus must execute a deferral agreement in accordance with the rules and procedures established by the Administrator (but not later than December 31st immediately preceding such Plan Year except that if the plan or arrangement providing for such Bonus is “performance-based compensation based on services performed over a period of at least 12 months” (as described in Code Section 409A(a)(4)(B)(iii)), then such deferral election must be executed no later than the Bonus Deferral Deadline Date (as hereinafter defined) (provided that (a) the Eligible Employee performs services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date such election is made and (b) such compensation has not become readily ascertainable as of the date of such election), and such election will be irrevocable as of the earlier of the Bonus Deferral Deadline Date or the date upon which such compensation has become readily ascertainable). For purposes of the preceding sentence, the term “Bonus Deferral Deadline Date” means, with respect to a particular Bonus, the date six (6) months before the end of the performance period over which the Bonus is earned, or such earlier date as the Administrator may require in its sole discretion.
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3.6
|
Election of Payment Schedule and Form of Payment. At the time an Eligible Employee or Director completes a deferral agreement provided by the Administrator, the Eligible
|
(a)
|
If the Participant’s Separation from Service occurs before he becomes eligible for Retirement, notwithstanding any other election, his distribution shall be made as follows:
|
(1)
|
If the Participant initially elected to be paid upon his Separation from Service following Retirement, his distribution shall be made in a lump-sum payment no later than ninety (90) days after the date of his Separation from Service; or
|
(2)
|
If the Participant initially elected to be paid upon an identified and specific date that is at least three (3) years after the date the deferral agreement was effective, then if payment has not already commenced, his distribution shall be made or shall commence on such identified and specific date; or
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(3)
|
If the Participant initially elected to be paid upon the earlier of (A) Separation from Service following Retirement or (B) an identified and specific date that is at least three (3) years after the date the deferral agreement was effective, then if payment has not already been made or commenced, his distribution shall be made in a lump sum payment no later than ninety (90) days after the date of his Separation from Service.
|
(b)
|
If the Participant’s Separation from Service occurs after he becomes eligible for Retirement, then the distribution or commencement of distribution shall be one of the following options as previously elected by the Participant:
|
(1)
|
Separation from Service; or
|
(2)
|
an identified and specific date that is at least three (3) years after the date the deferral agreement was executed; or
|
(3)
|
the earlier of (A) Separation from Service or (B) an identified and specific date that is at least three (3) years after the date the deferral agreement was executed. This option (3) provides that the date of distribution specified in the deferral agreement will be honored unless a Separation from Service intervenes before the scheduled date of distribution, in which case payment will be made, in the form originally elected by the Participant, not later than the date that is ninety (90) days after the Separation from Service date.
|
(c)
|
If the Participant’s Separation from Service occurs before he becomes eligible for Retirement, notwithstanding any other election, his distribution shall be made as follows:
|
(1)
|
If the Participant initially elected to be paid upon his Separation from Service following Retirement, his distribution shall be made in a lump-sum payment no later than ninety (90) days after the date of his Separation from Service; or
|
(2)
|
If the Participant initially elected to be paid upon an identified and specific date that is at least one (1) year after the date the deferral agreement was effective, then if payment has not already commenced, his distribution shall be made or shall commence on such identified and specific date; or
|
(3)
|
If the Participant initially elected to be paid upon the earlier of (A) Separation from Service following Retirement or (B) an identified and specific date that is at least one (1) year after the date the deferral agreement was effective, then if payment has not already been made or commenced, his distribution shall be made in a lump sum payment no later than ninety (90) days after the date of his Separation from Service.
|
(d)
|
If the Participant’s Separation from Service occurs after he becomes eligible for Retirement, then the distribution or commencement of distribution shall be one of the following options as previously elected by the Participant:
|
(1)
|
Separation from Service; or
|
(2)
|
an identified and specific date which is at least one (1) year after the date the deferral agreement was executed; or
|
(3)
|
the earlier of (A) Separation from Service or (B) an identified and specific date which is at least one (1) year after the date the deferral agreement was executed. This option (3) provides that the date of distribution specified in the deferral agreement will be honored unless a Separation from Service
|
4.1
|
Individual Accounts. The Administrator will establish and maintain an Account for each Participant that reflects deferrals made pursuant to Article 3, together with earnings, expenses, gains and losses that are attributable to investments of such Account as provided in Article 5. The amount a Participant elects to defer in accordance with Article 3 shall be credited to the Participant’s Account at the time the amount subject to the deferral election would otherwise have been payable to the Participant but for his deferral election. The Administrator will establish and maintain such other accounts and records as it determines, in its discretion, to be reasonably required or appropriate to discharge its duties under the Plan.
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5.1
|
Investment Options. The amount credited to a Participant’s Account shall be treated as invested in the investment options as designated for this purpose by the Administrator. Such investment options may be different for Eligible Employees, Section 16 Officers and Directors, as determined by the Administrator in its discretion.
|
5.2
|
Adjustment of Accounts. The amount credited to a Participant’s Account shall be adjusted for hypothetical investment earnings or losses in an amount equivalent to the earnings or losses reported by the investment options selected by the Participant or Beneficiary from among the investment options provided in Section 5.1. A Participant may, in accordance with rules and procedures established by the Administrator, change the investments to be used for the purpose of calculating future hypothetical investment adjustments to the Participant’s Account or to future Participant deferrals, which election change shall be effective as of the Valuation Date coincident with or next following notice to the Administrator. The Account of each Participant shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical investment earnings and/or losses described above; (b) Participant deferrals; and (c) distributions or withdrawals from the Account.
|
5.3
|
RESERVED.
|
6.1
|
Vesting. At all times, each Participant has a one hundred percent (100%) nonforfeitable interest in all amounts credited to his Account. Notwithstanding the foregoing or any provision of the Plan to the contrary, if otherwise provided pursuant to a Company plan or program for which a benefit has been deferred under the Plan, a Participant may be subject to certain “claw back” or forfeiture of benefits in certain circumstances, in which case a Participant’s Account may be reduced in an amount necessary to satisfy such “claw back” or forfeiture.
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6.2
|
Death. Notwithstanding any prior election regarding the form or timing of his distribution, the balance or remaining balance credited to a Participant’s Account shall be paid to his Beneficiary in a single lump-sum cash payment within ninety (90) days following the Participant’s death. If multiple Beneficiaries have been designated by the Participant, each Beneficiary shall receive a single lump-sum cash payment of his specified portion of the Participant’s Account balance within such ninety (90) day period. If the Participant has not specified percentages for multiple Beneficiaries, his Account will be divided and distributed to them on a per capita basis.
|
6.3
|
Disability. Notwithstanding any prior election regarding the form or timing of his distribution, the balance or remaining balance credited to a Participant’s Account shall be paid to the Participant in a single lump-sum cash payment within ninety (90) days following the date the Participant is determined to be Disabled.
|
7.1
|
Amount of Benefits. The amount credited to a Participant’s Account as determined under Articles 4, 5 and 6 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.
|
7.2
|
Method and Timing of Distributions. Subject to Sections 7.3 and 7.4, distributions under the Plan shall be made at the time and in the manner provided in Section 3.6. If allowed by the Administrator, a Participant may elect to further delay the payment date for a minimum period of sixty (60) months from the originally scheduled date of payment, provided that such election to delay payment (a) is made at least twelve (12) months before a scheduled date of payment and (b) is not effective until at least twelve (12) months after the date on which the election is made. A re-deferral election must be made in accordance with procedures and rules established by the Administrator, which shall be construed and administered in accordance with Code Section 409A. The Participant may, at the same time the date of payment is re-deferred, change the form of payment provided that such change in the form of payment does not effectuate an acceleration of payment. Notwithstanding any provision contained herein to the contrary, a distribution made to a Key Employee due to his Separation from Service (for any reason except due to his death) shall not be made before the date which is six (6) months after the date the Key Employee has a Separation from Service unless otherwise permitted under Code Section 409A, such as in the event of his death.
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7.3
|
Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency. The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted. Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the
|
7.4
|
Cashouts of Minimal Interests. If the amount credited to the Participant’s Account does not exceed the current dollar limitation under Code Section 402(g)(1)(B) ($17,000 in 2012, as adjusted under the Code in future years, or such higher dollar amount as Treasury Regulations may establish for cashouts of minimal interests under Code Section 409A), at the time he has a Separation from Service, and such Participant is not a Key Employee, the Company reserves the right to pay such amount to the Participant in accordance with the requirements of Code Section 409A in a single lump-sum cash payment within ninety (90) days following such Separation from Service, regardless of whether the Participant (i) had made a different election regarding time or form of payment or (ii) was receiving installment payments at the time of Separation from Service. In the case of a Key Employee, such cashout payment shall not be made before the date that is at least six (6) months from the date of his Separation from Service or such earlier date upon which such amount can be paid under Code Section 409A without being subject to taxation thereunder.
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7.5
|
Distribution to a Key Employee. Notwithstanding any provision of the Plan to contrary, any lump sum or installment payment distribution payable to a Participant who is a Key Employee due to his Separation from Service (for any reason except due to his death) shall not be made before the date that is six (6) months after the date of his Separation from Service.
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8.1
|
Amendment by Company. The Company reserves the right to amend the Plan through action of the Board. An amendment must be in writing and executed by an officer authorized to take such action. Each amendment shall not be effective prior to approval by the Board in its resolution, unless necessary to comply with applicable laws or regulations. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account balance that has accrued as of the date of such amendment. Effective August 8, 2019, in addition to amendments made by the Board, the Chief Executive Officer of the Company or other officer designated by the Board (the “Authorized Officer”), may approve, adopt and execute any amendment to the Plan that is necessary for purposes of legal compliance, to clarify ambiguities in the Plan document, and to simplify non-material administrative processes, as the Authorized Officer may, in his best judgment, so determine; provided that the Authorized Officer may not terminate the Plan. The Authorized Officer may delegate to another officer of the Company or Occidental Petroleum Corporation the
|
8.2
|
Retroactive Amendments. An amendment made by the Company in accordance with Section 8.1 may be made effective on a date prior to the first day of the Plan Year in which it is adopted if such amendment is necessary or appropriate to enable the Plan to satisfy the applicable requirements of the Code, ERISA or to any other change in federal law or to any regulations or ruling thereunder. Any retroactive amendment by the Company shall be subject to the provisions of Section 8.1.
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8.3
|
Special Plan and Deferral Election Amendments. Notwithstanding Sections 8.1 or 8.2 or any other provision of the Plan or a deferral election agreement to the contrary, the Company has reserved the unilateral right and discretion to amend the Plan and a Participant’s deferral elections hereunder to the extent necessary to comply with Code Section 409A, or to be exempt from the application of Code Section 409A, to the maximum extent permitted under Code Section 409A.
|
8.4
|
Plan Termination. The Plan has been adopted with the intention and expectation that it will be continued indefinitely. The Company, however, reserves the right to terminate the Plan at any time without any liability for any such discontinuance or termination.
|
(a)
|
the Company’s termination and liquidation of the Plan within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A);
|
(b)
|
the Company’s termination and liquidation of the Plan pursuant to irrevocable action taken by the Company within the thirty (30) days preceding or twelve (12) months
|
(c)
|
the Company’s termination and liquidation of the Plan, provided that (1) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; (2) the Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated under Code Section 409A if the same Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements sponsored by the Company that are terminated and liquidated; (3) no payments in liquidation of the Plan are made within twelve (12) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would have been payable absent the termination and liquidation; and (4) the Company does not adopt a new plan that would be aggregated with any terminated and liquidated plan under Code Section 409A if the same Participant participated in both plans, at any time within three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan.
|
8.5
|
Distribution Upon Termination of the Plan. Upon termination of the Plan, no further contributions that have not accrued as of the termination date shall be made under the Plan. Each Participant’s Account at the time of termination shall continue to be governed by the terms of the Plan until fully distributed in accordance with the terms of the Plan.
|
9.1
|
Establishment of Trust. The Company may, but is not required to, establish a trust, or use an existing trust, to hold amounts which the Company may contribute from time to time to correspond to some or all amounts credited to Participants under Section 4.1. If the Company elects to establish a trust, the provisions of Sections 9.2 and 9.3 shall be operative.
|
9.2
|
Grantor Trust. The Company may establish a trust, or use an existing trust, between the Company and a trustee pursuant to a separate written trust agreement. Any such trust shall be created as a grantor trust under the Code Sections 671-678, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed to the trust. In the event that the Company establishes such a trust or uses an existing trust, the Company shall be under no obligation to place assets in such trust to secure the Company’s payment obligations under the Plan.
|
9.3
|
Investment of Trust Funds. Any amounts contributed to a trust described in this Article 9 may be invested by the trustee in accordance with the provisions of the trust agreement and the instructions of the Administrator or the Company. Trust investments need not reflect the hypothetical investments selected by Participants under Section 5.1 for the purpose of
|
9.4
|
Participants’ Rights under a Trust. The assets of any trust hereunder shall be held for the benefit of the Participants in accordance with the terms of the Plan and the trust agreement. The assets of the trust shall remain subject to the claims of the general creditors of the Company, and the rights of the Participants to the amounts in the trust shall be limited in the event that the Company becomes insolvent. No Participant or Beneficiary shall have any preferred claim to, or any beneficial ownership interest in, any assets of the trust fund.
|
10.1
|
Unsecured General Creditor of the Company. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company as the result of participating in the Plan. For purposes of the payment of benefits under the Plan, any and all of the Company’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Company, and as such, shall remain subject to the claims of the general creditors of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay compensation in the future.
|
10.2
|
Limitation of Rights. Nothing in this plan shall be construed to:
|
(a)
|
Give any individual who is employed by the Company any right to be a Participant unless and until such person is selected under the terms of the Plan;
|
(b)
|
Give any Participant any rights, other than as an unsecured general creditor of the Company;
|
(c)
|
Limit in any way the right of the Company to terminate an Eligible Employee’s employment;
|
(d)
|
Give a Participant or any other person any interest in any trust, fund or in any specific asset of the Company; or
|
(e)
|
Be evidence of any agreement or understanding, express or implied, that the Company will employ a Participant in any particular position, at any particular rate of remuneration, or for any particular time period.
|
10.3
|
The Company’s Liability. The Company’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements, and form and timing of payment elections, as entered into between a Participant and the Company under the Plan. The Company shall have no obligation or liability to a Participant under the Plan except as provided by the Plan.
|
10.4
|
Satisfaction of Benefit Obligation. The Company may, but is not obligated, to purchase an annuity or other insurance/financial product to satisfy the payment of benefit obligations
|
10.5
|
Spend-thrift Provision. No amount payable or to become payable from the Plan will be subject to: (a) anticipation or assignment by any person entitled to receive benefits under the Plan; (b) attachment by, interference with, or control of any creditor of any person entitled to receive benefits under the Plan; or (c) being taken or reached by any legal or equitable process in satisfaction of any debt or liability of any person entitled to receive benefits under the Plan. Any attempted conveyance, transfer, assignment, mortgage, pledge, or encumbrance of the Plan, any part of it or any interest in it, by any person entitled to receive benefits under the Plan prior to distribution will be void, regardless of whether that conveyance, transfer, assignment, mortgage, pledge, or encumbrance is intended to be effective before or after any distribution of benefits under the Plan. In addition, the Administrator shall not recognize any conveyance, transfer, assignment, mortgage, pledge or encumbrance by any person entitled to receive benefits under the Plan, and shall not pay any amount to any creditor or assignee of such person for any cause whatsoever. However, this Section 10.5 shall not affect the provisions of Section 10.1 regarding the claims of general creditors of the Company.
|
10.6
|
Incapacity of Participant or Beneficiary. If the Administrator determines, in its discretion, that any Participant or Beneficiary to whom a payment is payable under the Plan is unable to care for his affairs because of illness or accident or is under a legal disability, any payment due (unless a prior claim therefore shall have been made by a duly appointed legal representative), at the discretion of the Administrator, may be paid to the spouse, child, parent, sibling of such Participant or Beneficiary or to any person whom the Administrator has determined has incurred expense for such Participant or Beneficiary. In the event that a guardian, conservator or other person legally vested with the care of any person receiving a benefit under the Plan is appointed by a court of competent jurisdiction, payments shall be made to such guardian, conservator or other person, provided that proper proof of
|
10.7
|
Waiver. No term or condition of the Plan shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of the Plan, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.
|
10.8
|
Notices. Any notice or other communication in connection with the Plan shall be deemed delivered in writing if addressed as provided below and if either actually delivered at said address or, in the case of a letter, five (5) business days shall have elapsed after the same shall have been deposited in the U.S. mails, first-class postage prepaid and registered or certified:
|
(a)
|
The Company or Administrator — If the notice is sent to the Company or Administrator, it must be sent to the then-current corporate headquarters address of the Company, provided that the envelope includes “Attn: Benefits Department — Human Resources”; or
|
(b)
|
Participant — The mailing or electronic address of the Participant as reflected in the then-current records of the Company. Each Participant is responsible for ensuring that the Company or Administrator has the Participant’s current mailing address under the procedure for updating mailing addresses utilized by the Company or Administrator.
|
10.9
|
Tax Withholding. The Company shall have the right to deduct from all payments or deferrals made under the Plan any tax required by law to be withheld. If the Company concludes that tax is owing with respect to any deferral or payment hereunder, the Company shall withhold such amounts from any payments due the Participant, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. A tax, for purposes of this Section 10.9 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment that is owed with respect to amounts deferred (and any earnings thereon) and any payments made to Participants under the Plan.
|
10.10
|
Governing Law. The Plan will be construed, administered and enforced according to ERISA, the Code and other controlling federal law, and to the extent not preempted thereby, the laws of the State of Texas without regard to its conflicts of law principles.
|
10.11
|
Intention to Comply with Code Section 409A. The Plan is intended to comply with Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with, or exempt from, the application of Code Section 409A. It is intended that since January 1, 2009, the Plan will comply with provisions of Code Section 409A and the final regulations and other authoritative guidance thereunder. It is also intended that during the period beginning January 1, 2005 and ending December 31, 2008, the Plan was operated in reasonable good faith compliance with the provisions of Code Section 409A and the interim authoritative guidance thereunder. If any provision of the Plan would cause a Participant to incur any additional tax or interest under Code Section 409A, the Company may reform such provision to comply with Code Section 409A to the maximum extent permitted under Code Section 409A as determined by the Company.
|
11.1
|
Powers and Responsibilities of the Administrator. The Administrator has the full power, full discretion and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of applicable law. The Administrator’s powers and responsibilities include, but are not limited to, the following:
|
(a)
|
To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;
|
(b)
|
To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan;
|
(c)
|
To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;
|
(d)
|
To administer the claims and review procedures specified in Section 11.3, including determining all facts pertaining to a claim;
|
(e)
|
To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;
|
(f)
|
To determine the person or persons to whom such benefits will be paid;
|
(g)
|
To authorize the payment of benefits;
|
(h)
|
To comply with the reporting and disclosure requirements of Part I. of Subtitle B of Title I of ERISA;
|
(i)
|
To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;
|
(j)
|
By written instrument, to allocate and delegate its responsibilities hereunder to designated persons or entities, including without limitation, to employees of the Company; and
|
(k)
|
To address and resolve any and all matters that may arise with regard to the Plan and its administration.
|
11.2
|
Interpretation of the Plan. The Administrator shall interpret, construe and construct the Plan, including correcting any defect, supplying any omission or reconciling any inconsistency. The Administrator shall have all powers necessary or appropriate to implement and administer the terms and provisions of the Plan, including the power to make findings of fact. The determination of the Administrator as to the proper interpretation, construction, or application of any term or provision of the Plan shall be final, binding, and conclusive with respect to all Participants and other interested persons.
|
11.3
|
Claims and Review Procedures. Claims for Plan benefits and reviews of appeals of benefit claims arising under the Plan that have been denied or modified are to be processed in accordance with written Plan claims procedures established by the Administrator and adopted by the Company. The Plan’s claims and appeal procedures shall be established and administered in accordance with the applicable requirements for such procedures under ERISA.
|
11.4
|
Plan Administrative Costs. Unless otherwise determined by the Administrator, all reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the Plan shall be paid by the Company.
|
Name
|
Jurisdiction of Formation
|
Amarok Gathering, LLC
|
Delaware
|
Anadarko 20-25 Company
|
Cayman Islands
|
Anadarko 20-36 Company
|
Cayman Islands
|
Anadarko 20-47 Company
|
Cayman Islands
|
Anadarko 20-48 Company
|
Cayman Islands
|
Anadarko 20-49 Company
|
Cayman Islands
|
Anadarko Algeria Block 403 c/e Company
|
Cayman Islands
|
Anadarko Algeria Block 406B Company
|
Cayman Islands
|
Anadarko Algeria Company, LLC
|
Delaware
|
Anadarko Algeria Oil & Gas Company
|
Cayman Islands
|
Anadarko Brazil Investment I LLC
|
Delaware
|
Anadarko Brazil Investment II LLC
|
Delaware
|
Anadarko Colombia Company
|
Cayman Islands
|
Anadarko Consolidated Holdings LLC
|
Delaware
|
Anadarko DBMOS Operator, LLC
|
Delaware
|
Anadarko DJ Gas Processing LLC
|
Delaware
|
Anadarko DJ Oil Pipeline LLC
|
Delaware
|
Anadarko E&P Onshore LLC
|
Delaware
|
Anadarko Energy Services Company
|
Delaware
|
Anadarko Finance Company
|
Nova Scotia
|
Anadarko Gabon Company
|
Cayman Islands
|
Anadarko Gathering Company LLC
|
Delaware
|
Anadarko Ghana Mahogany-1 Company
|
Cayman Islands
|
Anadarko Global Funding 1 Company
|
Cayman Islands
|
Anadarko Guyana Company
|
Cayman Islands
|
Anadarko Holding Company
|
Utah
|
Anadarko International Energy Company
|
Delaware
|
Anadarko International O&G Company
|
Cayman Islands
|
Anadarko International Trading Corporation
|
Delaware
|
Anadarko Jordan Company
|
Delaware
|
Anadarko Kenya Company
|
Cayman Islands
|
Anadarko Land Corp.
|
Nebraska
|
Anadarko Mi Vida LLC
|
Delaware
|
Anadarko Midkiff/Chaney Dell BR Corp.
|
Delaware
|
Anadarko Midkiff/Chaney Dell LLC
|
Delaware
|
Anadarko Natural Gas Company LLC
|
Delaware
|
Anadarko New Zealand Company
|
Cayman Islands
|
Anadarko Offshore Holding Company, LLC
|
Delaware
|
Anadarko Offshore Well Containment Company LLC
|
Delaware
|
Anadarko OGC Company
|
Delaware
|
Anadarko Oil & Gas 5, LLC
|
Delaware
|
Anadarko Pecos Midstream LLC
|
Delaware
|
Anadarko Realty, LLC
|
Texas
|
Anadarko Rockies LLC
|
Delaware
|
Anadarko Royalty Holdings Company
|
Delaware
|
Anadarko Uintah Midstream, LLC
|
Delaware
|
Anadarko US Offshore LLC
|
Delaware
|
Anadarko USH1 Corporation
|
Delaware
|
Name
|
Jurisdiction of Formation
|
Anadarko Venezuela Company
|
Cayman Islands
|
Anadarko Venezuela LLC
|
Delaware
|
Anadarko Wattenberg Company, LLC
|
Delaware
|
Anadarko Wattenberg Oil Complex LLC
|
Delaware
|
Anadarko WCTP Company
|
Cayman Islands
|
Anadarko West Texas BR Corp.
|
Delaware
|
Anadarko West Texas LLC
|
Delaware
|
APC Aviation, Inc.
|
Delaware
|
APC International Holdings LLC
|
Delaware
|
APC Midstream Holdings, LLC
|
Delaware
|
APC Water Holdings 1, LLC
|
Delaware
|
Aventine LLC
|
New Mexico
|
Baseball Merger Sub 2, Inc.
|
Delaware
|
Bear Branch Exploration, LLC
|
Delaware
|
Big Island Trona Company
|
Delaware
|
Bitter Creek Coal Company
|
Utah
|
Bravo Pipeline Company
|
Delaware
|
Cain Chemical Inc.
|
Delaware
|
Chipeta Processing LLC
|
Delaware
|
Concord Petroleum Corporation
|
Panama
|
Conn Creek Shale Company
|
Delaware
|
D.S. Ventures, LLC
|
Texas
|
DBM Crude Services, LLC
|
Delaware
|
DBM Oil Services, LLC
|
Delaware
|
DBM Pipeline, LLC
|
Delaware
|
DBM Water Services, LLC
|
Delaware
|
Deerwood Exploration, LLC
|
Delaware
|
Delaware Basin Express, LLC
|
Delaware
|
Delaware Basin JV Gathering LLC
|
Delaware
|
Delaware Basin Midstream, LLC
|
Delaware
|
DMM Financial LLC
|
Delaware
|
Downtown Plaza II
|
Oklahoma
|
FLAG Development, LLC
|
Delaware
|
FP Westport Commodities Limited
|
United Kingdom
|
FP Westport GmbH
|
Switzerland
|
FP Westport Limited
|
United Kingdom
|
FP Westport LLC
|
Delaware
|
FP Westport Services LLC
|
Delaware
|
FP Westport Trading LLC
|
Delaware
|
Glenn Springs Holdings, Inc.
|
Delaware
|
Globrep Representaciones S.A.
|
Ecuador
|
GNB NGL Pipeline LLC
|
Delaware
|
Grand Bassa Tankers, Inc.
|
Delaware
|
Grupo OxyChem de Mexico, S.A. de C.V.
|
Mexico
|
Headwater II, LLC
|
Delaware
|
Houndstooth Resources, LLC
|
Texas
|
INDSPEC Chemical B.V.
|
The Netherlands
|
INDSPEC Chemical Corporation
|
Delaware
|
INDSPEC Chemical Export Sales, LLC
|
Delaware
|
INDSPEC Holding Corporation
|
Delaware
|
Ingleside Cogeneration GP 2, Inc.
|
Delaware
|
Ingleside Cogeneration GP, Inc.
|
Delaware
|
Ingleside Cogeneration Limited Partnership
|
Delaware
|
Name
|
Jurisdiction of Formation
|
Interore Trading Ltd.
|
Liberia
|
Interseqt, LLC
|
Delaware
|
Joslyn Partnership
|
Alberta, Canada
|
Kerr-McGee Corporation
|
Delaware
|
Kerr-McGee do Brasil Ltda.
|
Brazil
|
Kerr-McGee Gathering LLC
|
Colorado
|
Kerr-McGee Natural Gas Company, Inc.
|
Delaware
|
Kerr-McGee of Canada Northwest Ltd.
|
Alberta
|
Kerr-McGee Oil & Gas Onshore LP
|
Delaware
|
Kerr-McGee Shared Services Company LLC
|
Delaware
|
Kerr-McGee Stored Power Corporation
|
Nevada
|
Kerr-McGee U.K. Energy Corporation
|
Delaware
|
Kerr-McGee Worldwide Corporation
|
Delaware
|
KM BM-C-Seven Ltd.
|
Cayman Islands
|
KM International Insurance Ltd.
|
Bermuda
|
Laguna Petroleum, LLC
|
Texas
|
Liwa Oil & Gas Ltd.
|
Bermuda
|
Mariana Properties, Inc.
|
Delaware
|
Marico Exploration, Inc.
|
New Mexico
|
MC2 Technologies LLC
|
Delaware
|
MIGC LLC
|
Delaware
|
Miller Springs Remediation Management, Inc.
|
Delaware
|
Moncrief Minerals Partnership, L.P.
|
Texas
|
Mountain Gas Resources LLC
|
Delaware
|
Mountain Gas Transportation LLC
|
Delaware
|
Natural Gas Odorizing, Inc.
|
Oklahoma
|
New OPL, LLC
|
Delaware
|
NGL Ventures LLC
|
Delaware
|
Oakwood Exploration, LLC
|
Delaware
|
Occidental (Bermuda) Ltd.
|
Bermuda
|
Occidental (East Shabwa), LLC
|
Nevis
|
Occidental Advance Sale Finance, Inc.
|
California
|
Occidental Al Hosn, LLC
|
Delaware
|
Occidental Andina, LLC
|
Delaware
|
Occidental Angola Holdings Ltd.
|
Bermuda
|
Occidental Canada Holdings Ltd.
|
Nova Scotia
|
Occidental Chemical Asia, Limited
|
Japan
|
Occidental Chemical Belgium B.V.B.A.
|
Belgium
|
Occidental Chemical Chile Limitada
|
Chile
|
Occidental Chemical Corporation
|
New York
|
Occidental Chemical de Mexico, S.A. de C.V.
|
Mexico
|
Occidental Chemical Export Sales, LLC
|
Delaware
|
Occidental Chemical Far East Limited
|
Hong Kong
|
Occidental Chemical Holding Corporation
|
California
|
Occidental Chemical International, LLC
|
California
|
Occidental Chemical Investment (Canada) 1, Inc.
|
Delaware
|
Occidental Chile Investments, LLC
|
Delaware
|
Occidental Chile Minority Holder, LLC
|
Delaware
|
Occidental CIS Services, Inc.
|
Delaware
|
Occidental Colombia (Series G) Ltd.
|
Bermuda
|
Occidental Colombia (Series J) Ltd.
|
Bermuda
|
Occidental Colombia (Series K) Ltd.
|
Bermuda
|
Occidental Colombia (Series L) Ltd.
|
Bermuda
|
Name
|
Jurisdiction of Formation
|
Occidental Colombia (Series M) Ltd.
|
Bermuda
|
Occidental Colombia (Series N) Ltd.
|
Bermuda
|
Occidental Colombia (Series O) Ltd.
|
Bermuda
|
Occidental Condor Block LLA 39 Ltd.
|
Bermuda
|
Occidental Condor Block LLA 52 Ltd.
|
Bermuda
|
Occidental Condor, LLC
|
Delaware
|
Occidental Crude Sales, Inc. (Canada)
|
Delaware
|
Occidental Crude Sales, Inc. (International)
|
Delaware
|
Occidental Crude Sales, LLC (South America)
|
Delaware
|
Occidental de Colombia, LLC
|
Delaware
|
Occidental del Ecuador, Inc.
|
Nevis
|
Occidental Dolphin Holdings Ltd.
|
Bermuda
|
Occidental Energy Marketing, Inc.
|
Delaware
|
Occidental Energy Ventures LLC
|
Delaware
|
Occidental Exploradora del Peru Ltd.
|
Bermuda
|
Occidental Exploration and Production Company
|
California
|
Occidental Hafar, LLC
|
Delaware
|
Occidental International (Libya), Inc.
|
Delaware
|
Occidental International Corporation
|
Delaware
|
Occidental International Exploration and Production Company
|
California
|
Occidental International Holdings Ltd.
|
Bermuda
|
Occidental International Oil and Gas Ltd.
|
Bermuda
|
Occidental International Services, Inc.
|
Delaware
|
Occidental Joslyn GP 2 Co.
|
Nova Scotia
|
Occidental Latin America Holdings, LLC
|
Delaware
|
Occidental Libya Oil & Gas B.V.
|
The Netherlands
|
Occidental LNG (Malaysia) Ltd.
|
Bermuda
|
Occidental MENA Manager Ltd.
|
Bermuda
|
Occidental Middle East Development Company
|
Delaware
|
Occidental Midland Basin, LLC
|
Delaware
|
Occidental Mukhaizna, LLC
|
Delaware
|
Occidental of Abu Dhabi (Bab) Ltd.
|
Bermuda
|
Occidental of Abu Dhabi (Shah) Ltd.
|
Bermuda
|
Occidental of Abu Dhabi Ltd.
|
Bermuda
|
Occidental of Abu Dhabi, LLC
|
Delaware
|
Occidental of Bahrain Ltd.
|
Bermuda
|
Occidental of Bangladesh, Inc.
|
Delaware
|
Occidental of Colombia (Chipiron), Inc.
|
Nevis
|
Occidental of Colombia (Cosecha), Inc.
|
Nevis
|
Occidental of Colombia (Medina), Inc.
|
Nevis
|
Occidental of Colombia (Putumayo) Ltd.
|
Bermuda
|
Occidental of Colombia (Putumayo) Ltd.
|
Bermuda
|
Occidental of Colombia (Teca) Ltd.
|
Bermuda
|
Occidental of Dubai, Inc.
|
Nevis
|
Occidental of Iraq Holdings Ltd.
|
Bermuda
|
Occidental of Iraq, LLC
|
Delaware
|
Occidental of Oman, Inc.
|
Nevis
|
Occidental of Russia Ltd.
|
Bermuda
|
Occidental of South Africa (Offshore), Inc.
|
Nevis
|
Occidental of Yemen (Block 75), LLC
|
Delaware
|
Occidental Oil and Gas (Oman) Ltd.
|
Nevis
|
Occidental Oil and Gas Corporation
|
Texas
|
Occidental Oil and Gas International Inc.
|
Delaware
|
Name
|
Jurisdiction of Formation
|
Occidental Oil and Gas International, LLC
|
Delaware
|
Occidental Oil and Gas of Peru, LLC
|
Delaware
|
Occidental Oil and Gas Pakistan LLC
|
Nevis
|
Occidental Oil Asia Pte. Ltd.
|
Singapore
|
Occidental Oil Shale, Inc.
|
California
|
Occidental Oman (Block 27) Holdings Ltd.
|
Bermuda
|
Occidental Oman Block 51 Holding Ltd.
|
Bermuda
|
Occidental Oman Block 51, LLC
|
Delaware
|
Occidental Oman Block 65 Holding Ltd.
|
Bermuda
|
Occidental Oman Block 65, LLC
|
Delaware
|
Occidental Oman Block 72 Holding Ltd.
|
Bermuda
|
Occidental Oman Block 72, LLC
|
Delaware
|
Occidental Oman Gas Company LLC
|
Delaware
|
Occidental Oman Gas Holdings Ltd.
|
Bermuda
|
Occidental Oman North Holdings, Ltd.
|
Bermuda
|
Occidental Oriente Exploration and Production Ltd.
|
Cayman Islands
|
Occidental Overseas Holdings B.V.
|
The Netherlands
|
Occidental Peninsula II, Inc.
|
Nevis
|
Occidental Peninsula, LLC
|
Delaware
|
Occidental Permian Ltd.
|
Texas
|
Occidental Permian Manager LLC
|
Delaware
|
Occidental Permian Services, Inc.
|
Delaware
|
Occidental Peruana, Inc.
|
California
|
Occidental Petrolera del Peru (Block 101), Inc.
|
Nevis
|
Occidental Petrolera del Peru (Block 103), Inc.
|
Nevis
|
Occidental Petroleum (Pakistan), Inc.
|
Delaware
|
Occidental Petroleum Corporation
|
Delaware
|
Occidental Petroleum Corporation Political Action Committee
|
California
|
Occidental Petroleum de Venezuela, S.A.
|
Venezuela
|
Occidental Petroleum of Nigeria
|
Nigeria
|
Occidental Petroleum of Oman Ltd.
|
Nevis
|
Occidental Petroleum of Qatar Ltd.
|
Bermuda
|
Occidental Power Marketing, L.P.
|
Delaware
|
Occidental Power Services, Inc.
|
Delaware
|
Occidental PVC, LLC
|
Texas
|
Occidental Qatar Energy Company LLC
|
Delaware
|
Occidental Red Sea Development, LLC
|
Nevis
|
Occidental Research Corporation
|
California
|
Occidental Resource Recovery Systems, Inc.
|
California
|
Occidental Resources Company
|
Cayman Islands
|
Occidental Shah Gas Holdings Ltd.
|
Bermuda
|
Occidental South America Finance, LLC
|
Delaware
|
Occidental Specialty Marketing, Inc.
|
Delaware
|
Occidental Tower Corporation
|
Delaware
|
Occidental Transportation Holding Corporation
|
Delaware
|
Occidental West Texas Overthrust, Inc.
|
Texas
|
Occidental Yemen Ltd.
|
Bermuda
|
Occidental Yemen Sabatain, Inc.
|
Nevis
|
Oceanic Marine Transport Ltd.
|
Bermuda
|
OEVC Energy, LLC
|
Texas
|
OEVC Midstream Projects, LLC
|
Delaware
|
OLCV CE Holdings, ULC
|
British Columbia
|
OLCV CE US Holdings, Inc.
|
Delaware
|
Name
|
Jurisdiction of Formation
|
OLCV Net Power, LLC
|
Texas
|
OLCV Services LLC
|
Delaware
|
OOG Partner LLC
|
Delaware
|
OOOI Chem Holdings, LLC
|
Delaware
|
OOOI Chem Sub, LLC
|
Delaware
|
OOOI Chemical International, LLC
|
Delaware
|
OOOI Chile Holder, LLC
|
Delaware
|
OOOI Ecuador Management, LLC
|
Delaware
|
OOOI Oil and Gas Sub, LLC
|
Delaware
|
OOOI South America Management, LLC
|
Delaware
|
Opcal Insurance, Inc.
|
Hawaii
|
OPM GP, Inc.
|
Delaware
|
OPM Holdco, LLC
|
Delaware
|
Oryx Crude Trading & Transportation, Inc.
|
Delaware
|
Overland Trail Transmission, LLC
|
Delaware
|
Oxy BridgeTex Limited Partnership
|
Texas
|
Oxy C & I Bulk Sales, LLC
|
Delaware
|
Oxy Cactus II, LLC
|
Texas
|
OXY Campus, LLC
|
Delaware
|
Oxy Canada Sales, Inc.
|
Delaware
|
Oxy Carbon Solutions, LLC
|
Texas
|
Oxy Carbon Storage, LLC
|
Delaware
|
Oxy Climate Ventures, Inc.
|
Delaware
|
Oxy Cogeneration Holding Company, Inc.
|
Delaware
|
Oxy Colombia Holdings, LLC
|
Delaware
|
OXY CV Pipeline LLC
|
Delaware
|
Oxy Delaware Basin Plant, LLC
|
Delaware
|
Oxy Delaware Basin, LLC
|
Texas
|
Oxy Dolphin E&P, LLC
|
Nevis
|
Oxy Dolphin Pipeline, LLC
|
Nevis
|
Oxy Energy Canada, Inc.
|
Delaware
|
Oxy Energy Services, LLC
|
Delaware
|
Oxy Expatriate Services, Inc.
|
Delaware
|
Oxy FFT Holdings, Inc.
|
Delaware
|
Oxy Holding Company (Pipeline), Inc.
|
Delaware
|
OXY Inc.
|
California
|
Oxy International Ventures Ltd.
|
Bermuda
|
Oxy Levelland Pipeline Company, LLC
|
Delaware
|
Oxy Levelland Terminal Company, LLC
|
Delaware
|
OXY Libya E&P Area 103 BR4 B.V.
|
The Netherlands
|
OXY Libya E&P Area 35 Ltd.
|
Bermuda
|
OXY Libya E&P Concession 103 Ltd.
|
Bermuda
|
OXY Libya E&P EPSA 102 B.V.
|
The Netherlands
|
OXY Libya E&P EPSA 1981 Ltd.
|
Bermuda
|
OXY Libya E&P EPSA 1985 Ltd.
|
Bermuda
|
OXY Libya Exploration, SPC
|
Cayman Islands
|
OXY Libya, LLC
|
Delaware
|
OXY Little Knife, LLC
|
Delaware
|
Oxy Low Carbon Ventures, LLC
|
Delaware
|
OXY LPG LLC
|
Delaware
|
Oxy LPG Terminal, LLC
|
Delaware
|
OXY Mexico Holdings I, LLC
|
Delaware
|
OXY Mexico Holdings II, LLC
|
Delaware
|
Name
|
Jurisdiction of Formation
|
OXY Middle East Holdings Ltd.
|
Bermuda
|
Oxy Midstream Strategic Development, LLC
|
Delaware
|
OXY of Saudi Arabia Ltd.
|
Cayman Islands
|
OXY Oil Partners, Inc.
|
Delaware
|
Oxy Oleoducto SOP, LLC
|
Delaware
|
Oxy Overseas Services Ltd.
|
Bermuda
|
OXY PBLP Manager, LLC
|
Delaware
|
Oxy Permian Gathering, LLC
|
Delaware
|
Oxy Permian Plaza, LLC
|
Delaware
|
Oxy Petroleum de Mexico, S. de R.L. de C.V.
|
Mexico
|
Oxy Renewable Energy LLC
|
Texas
|
Oxy Salt Creek Pipeline LLC
|
Delaware
|
OXY Support Services, LLC
|
Delaware
|
Oxy Taft Hub, LLC
|
Texas
|
Oxy Technology Ventures, Inc.
|
Delaware
|
Oxy TL, LLC
|
Delaware
|
Oxy Transport I Company, LLC
|
Delaware
|
OXY Tulsa Inc.
|
Delaware
|
OXY USA Inc.
|
Delaware
|
OXY USA WTP LP
|
Delaware
|
Oxy Vinyls Canada Co.
|
Nova Scotia
|
Oxy Vinyls Export Sales, LLC
|
Delaware
|
Oxy Vinyls, LP
|
Delaware
|
OXY VPP Investments, LLC
|
Delaware
|
OXY West, LLC
|
Texas
|
Oxy Westwood Corporation
|
California
|
Oxy Y-1 Company
|
New Mexico
|
OXYCHEM (CANADA), INC.
|
Alberta, Canada
|
OxyChem do Brasil Ltda.
|
Brazil
|
OxyChem Ingleside Ethylene Holdings, Inc.
|
Delaware
|
Oxychem Shipping Ltd.
|
Malta
|
OxyChile Investments, LLC
|
Delaware
|
OxyCol Holder Ltd.
|
Bermuda
|
OXYMAR
|
Texas
|
Permian Basin Limited Partnership
|
Delaware
|
Permian VPP Holder, LP
|
Delaware
|
Permian VPP Manager, LLC
|
Delaware
|
Placid Oil, LLC
|
Delaware
|
Ramlat Oxy Ltd.
|
Bermuda
|
Rio de Viento, Inc.
|
Wyoming
|
Rodeo Midland Basin, LLC
|
Delaware
|
San Patricio Pipeline LLC
|
Delaware
|
Scanports Shipping, LLC
|
Delaware
|
Swiflite Aircraft Corporation
|
New Jersey
|
Transok Properties, LLC
|
Delaware
|
Troy Potter, Inc.
|
Texas
|
Turavent Oil GmbH
|
Switzerland
|
Tuscaloosa Holdings, Inc.
|
Delaware
|
Vintage Gas, Inc.
|
Oklahoma
|
Vintage Petroleum Argentina Ltd.
|
Cayman Islands
|
Vintage Petroleum Boliviana, Ltd.
|
Bermuda
|
Vintage Petroleum International Finance B.V.
|
The Netherlands
|
Vintage Petroleum International Holdings, LLC
|
Delaware
|
Name
|
Jurisdiction of Formation
|
Vintage Petroleum International Ventures, Inc.
|
Cayman Islands
|
Vintage Petroleum International, LLC
|
Delaware
|
Vintage Petroleum Italy, Inc.
|
Oklahoma
|
Vintage Petroleum South America Holdings, Inc.
|
Cayman Islands
|
Vintage Petroleum South America, LLC
|
Oklahoma
|
Vintage Petroleum Turkey, Inc.
|
Cayman Islands
|
Wamsutter Pipeline LLC
|
Delaware
|
Wardner Ranch, Inc.
|
Delaware
|
Western Gas Operating, LLC
|
Delaware
|
Western Gas Resources, Inc.
|
Delaware
|
Western Gas Wyoming, L.L.C.
|
Wyoming
|
Western Midstream Holdings, LLC
|
Delaware
|
WGR Asset Holding Company LLC
|
Delaware
|
WGR Canada, Inc.
|
New Brunswick
|
WGR Operating, LP
|
Delaware
|
Woodlands International Insurance Ltd.
|
Bermuda
|
YT Ranch LLC
|
Colorado
|
1.
|
I have reviewed this annual report on Form 10-K 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 Hollub
|
|
|
Vicki Hollub
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K 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/ Cedric W. Burgher
|
|
|
Cedric W. Burgher
|
|
|
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 Hollub
|
|
|
Name:
|
Vicki Hollub
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
February 27, 2020
|
|
/s/ Cedric W. Burgher
|
|
|
Name:
|
Cedric W. Burgher
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
Date:
|
February 27, 2020
|
|
/s/ Guale Ramirez
|
Guale Ramirez, P.E.
|
TBPE License No. 48318
|
President
|
As of December 31, 2019
|
|
Oil/Condensate
|
NGL
|
Total Liquid Hydrocarbons
|
Gas
|
Equivalent
BOE
|
|
|
|
|
|
|
Total Proved Developed
|
20.8%
|
9.6%
|
17.8%
|
4.1%
|
13.7%
|
Total Proved Undeveloped
|
24.7%
|
14.6%
|
21.8%
|
8.9%
|
18.2%
|
Total Company Proved
|
21.7%
|
10.9%
|
18.8%
|
5.2%
|
14.8%
|
Geographic Area
|
Product
|
Price
Reference
|
Average
Benchmark
Prices
|
Average Realized
Prices
|
North America
|
|
|
|
|
|
Oil/Condensate
|
WTI Cushing
|
$55.69/Bbl
|
$54.27/Bbl
|
United States
|
NGLs
|
WTI Cushing
|
$55.69/Bbl
|
$12.79/Bbl
|
|
Gas
|
Henry Hub
|
$2.58/MMBTU
|
$1.37/MCF
|
(1)
|
completion intervals that are open at the time of the estimate but which have not yet started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|
|
|
|
By
|
/s/ Robert J. Oberst
|
|
Robert J. Oberst, P.E.
|
|
Chairman
|