Occidental Petroleum (OXY) 10-K risk factor changes: FY2019 vs FY2018
The 2019-12-31 10-K against the 2018-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A43 rewritten189 added9 removed174 unchanged
All filing items1,712 rewritten3,057 added906 removed1,592 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 3,057 added, 906 removed, 1,712 rewritten and 1,592 unchanged across 20 items that differ.
Sentences by item
20 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
43 rewritten, 189 added, 9 removed, 174 unchanged
[removed: Volatile] [added: Volatile] global and local commodity pricing strongly affect Occidental’s results of [removed: operations.][added: operations.]
Prices for [removed: crude] oil, natural gas and NGL fluctuate widely.
Historically, the markets for [removed: crude] oil, natural gas and NGL have been volatile and may continue to be volatile in the future.
| Ø | Worldwide and domestic supplies of, and demand for, [removed: crude] oil, natural gas, NGL and refined products; |
| Ø | The cost of exploring for, developing, producing, refining and marketing [removed: crude] oil, natural gas, NGL and refined products; |
| Ø | The worldwide military and political environment, [added: including] uncertainty or instability resulting from an escalation or outbreak of armed hostilities or acts of terrorism in the United States, or elsewhere; |
| Ø | Domestic and foreign governmental regulations and [removed: taxes, or changes in regulation and] taxes; |
| Ø | Volatility in commodity futures markets; [removed: and] |
| Ø | The effect of energy conservation [removed: efforts.] [added: efforts; and] |
The long-term effects of these and other conditions on the prices of [removed: crude] oil, natural gas, NGL and refined products are [removed: uncertain.][added: uncertain, and there can be no assurance that the demand or pricing for Occidental’s products will follow historic patterns or recover meaningfully in the near term.]
Generally, [removed: Occidental's] [added: Occidental’s historical] practice [removed: is] [added: has been] to remain exposed to [added: the] market prices of commodities.
[removed: Management may elect to hedge the price risk of crude oil, natural gas and NGL in the future, and] [added: Past or future] commodity price risk management [removed: and hedging] activities may prevent us from fully benefiting from price increases and may expose us to regulatory and other risks.
The prices obtained for Occidental’s chemical products correlate [removed: strongly] to the health of the United States and [added: global economies, as well as chemical industry expansion and contraction cycles.]
[removed: Occidental] [added: Occidental] may experience delays, cost overruns, losses or other unrealized expectations in development efforts and exploration [removed: activities.][added: activities.]
[removed: Governmental] [added: Governmental] actions and political instability may affect Occidental’s results of [removed: operations.][added: operations.]
| 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), [added: 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 [removed: Occidental's] [added: Occidental’s] costs or reduce demand for [removed: Occidental's] [added: 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 [removed: penalties.] [added: penalties;] |
| Ø | Refusal of, or delay in, the extension or grant of exploration, development or production [removed: contracts.] [added: contracts; and] |
[removed: Occidental's] [added: Occidental’s] oil and gas business operates in highly competitive environments, which affect, among other things, its ability to make acquisitions to grow production and replace [removed: reserves.][added: reserves.]
In addition, Occidental’s acquisition activities carry risks that it may: (i) not fully realize anticipated benefits due to less-than-expected reserves or production or changed circumstances, such as declines in [removed: crude] oil, NGL, and [added: natural] gas prices; (ii) bear unexpected integration costs or experience other integration difficulties; (iii) experience share price declines based on the market’s evaluation of the activity; or (iv) [removed: assume] [added: be subject to] liabilities that are greater than anticipated.
[removed: Occidental’s] [added: Occidental’s] oil and gas reserves are estimates based on professional judgments and may be subject to [removed: revision.][added: revision.]
Reported oil and gas reserves are an estimate based on periodic review of reservoir characteristics and recoverability, including production decline rates, operating performance and economic feasibility at the prevailing commodity prices, assumptions concerning future [removed: crude] oil and natural gas prices, future operating costs and capital expenditures, workover and remedial costs, assumed effects of regulation by governmental agencies, the quantity, quality and interpretation of relevant data, taxes [added: and availability of funds.]
Actual production, revenues, expenditures, [removed: crude] oil, [added: NGL and] natural gas [removed: and NGL] prices and taxes with respect to our reserves may vary from estimates, and the variance may be material.
Also, actual future net cash flows may differ from these discounted net cash flows due to the amount and timing of actual production, availability of financing for capital expenditures necessary to develop our undeveloped reserves, supply and demand for oil, [removed: natural gas] [added: NGL] and [removed: NGL,] [added: natural gas,] increases or decreases in consumption of oil, natural gas and NGL and changes in governmental regulations or taxation.
[removed: Concerns about climate] [added: Climate] change and further regulation of greenhouse gas emissions may adversely affect Occidental’s operations or [removed: results.][added: results.]
In December 2009, the [removed: EPA] [added: Environmental Protection Agency (EPA)] determined that emissions of carbon dioxide, methane and other greenhouse gases endanger public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes.
Based on these findings, the EPA began adopting and implementing regulations to restrict emissions of greenhouse gases under existing provisions of the Clean Air [removed: Act.][added: Act (CAA).]
In the absence of federal legislation to significantly reduce emissions of greenhouse gases to date, many state governments have [removed: have] established rules aimed at reducing greenhouse gas emissions, including greenhouse gas cap and trade programs.
Most of these cap and trade programs work by requiring major sources of emissions, such as electric power plants, or major producers of fuels, [removed: such as] [added: including] refineries and natural gas processing plants, to acquire and surrender emission allowances.
[added: These and other government actions relating to greenhouse gas emissions could require Occidental to incur increased operating and maintenance costs, such as costs to] purchase and operate emissions control systems, to acquire emissions allowances, pay carbon taxes, or comply with new regulatory or reporting requirements, or they could promote the use of alternative sources of energy and thereby decrease demand for oil, natural [removed: gas] [added: gas, NGL] and other products that Occidental’s businesses produce.
Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, oil, natural [removed: gas] [added: gas, NGL] and other products produced by Occidental’s businesses and lower the value of its reserves.
There also have been efforts in [removed: recent years to influence] the investment community, including investment advisers and certain sovereign wealth, pension and endowment [removed: funds] [added: funds, as well as other stakeholders,] promoting divestment of fossil fuel equities and pressuring lenders to limit funding to companies engaged in the extraction of fossil fuel reserves.
[removed: We have] [added: Occidental has] been named in certain private litigation relating to these matters.
It is difficult to predict the timing and certainty of such government actions and [removed: the] [added: their] ultimate effect on Occidental, which could depend on, among other things, the type and extent of greenhouse gas reductions required, the availability and price of emissions allowances or credits, the availability and price of alternative fuel sources, the energy sectors covered, and Occidental’s ability to recover the costs incurred through its operating agreements or the pricing of [removed: the company’s] [added: its] oil, [removed: NGL,] natural [removed: gas] [added: gas, NGL] and other products.
[removed: Occidental’s] [added: Occidental’s] businesses may experience catastrophic [removed: events.][added: events.]
The occurrence of events such as hurricanes, floods, droughts, earthquakes or other acts of nature, well blowouts, [added: pandemics,] fires, explosions, pipeline ruptures, chemical releases, [removed: crude] oil releases, including maritime releases, releases into navigable waters, and groundwater contamination, material or mechanical failure, industrial accidents, physical attacks, abnormally pressured or structured formations and other events that cause operations to cease or be curtailed may negatively affect Occidental’s businesses and the communities in which it operates.
Information and industrial control technology system failures, network disruptions and breaches of data security could disrupt our operations by causing delays, impeding processing of transactions and reporting financial results, resulting in the unintentional disclosure of company, partner, [removed: customer,] [added: customer or] employee [removed: information,] [added: information] or [added: could] damage [removed: to] our reputation.
| Ø | Data corruption, communication or systems [removed: interruption,] [added: interruption] or operational disruptions of production-related infrastructure could result in a loss of [removed: production,] [added: production] or accidental discharge; |
| Ø | A cyber-attack on our chemical operations could result in a disruption of the manufacturing and marketing of [added: our products or a potential environmental hazard;] |
| Ø | A cyber-attack on third-party gathering, pipeline, [added: processing,] or other [removed: transportation] [added: infrastructure] systems could delay or prevent us from [removed: transporting] [added: transporting, processing] and marketing our [removed: production, resulting in loss of revenue;] [added: 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 [removed: activities, resulting in loss of revenue;] [added: activities;] |
Risks related to Occidental’s business and operations
| Ø | The impact and uncertainty of world health events; |
| Ø | Global inventory levels and general economic conditions. |
Prolonged or substantial decline, or sustained market uncertainty, in these commodity prices may have the following effects on Occidental’s business:
| 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. |
In 2019, management elected to hedge a portion of Occidental’s expected 2020 oil production to enhance cash flow stability following the Acquisition.
In the future, management may elect to hedge some of the risk of oil, natural gas and NGL price fluctuations.
| 6 | OXY 2019 FORM 10-K |
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|  | RISK FACTORS | |
As an example of local governmental actions, some counties in Colorado have amended their land use regulations to impose new requirements on oil and gas development while other local governments have entered memoranda of agreement with oil and gas producers to accomplish the same objective.
Further, voters in Colorado have proposed or advanced ballot initiatives restricting or banning oil and gas development in Colorado.
In the event that these ballot initiatives are adopted or the county-level regulations are implemented in areas where we conduct operations, we may incur significant costs to comply with such requirements or may experience delays or curtailment in the permitting or pursuit of exploration, development or production activities.
| OXY 2019 FORM 10-K | 7 |
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|  | RISK FACTORS | |
In addition, in August 2019, the EPA issued the Affordable Clean Energy rule that designates heat rate improvement, or efficiency improvement, as the best system of emissions reduction for carbon dioxide from existing coal-fired electric utility generating units.
Such initiatives could cause the market value of our securities to decrease, our cost of capital to
| 8 | OXY 2019 FORM 10-K |
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|  | RISK FACTORS | |
increase and adversely affect our reputation.
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Occidental uses CO2 for its enhanced oil recovery (EOR) operations, and its production from these operations may decline if Occidental is not able to obtain sufficient amounts of CO2.
| Ø | General economic conditions worldwide; |
global economies, as well as chemical industry expansion and contraction cycles.
and availability of funds.
These and other government actions relating to greenhouse gas emissions could require Occidental to incur increased operating and maintenance costs, such as costs to
Cyber-attacks could negatively affect Occidental.
our products or a potential environmental hazard and ultimately loss of revenue;
Other risk factors.
Additional discussion of risks and uncertainties related to price and demand, litigation, environmental matters, oil, natural gas and NGL reserves estimation processes, impairments, derivatives, market risks and internal controls appears under the headings: "Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Market Information, Holders and Dividend Policy,” “MD&A — Oil and Gas Segment — Business Environment,” “— Proved Reserves" and "— Industry Outlook," "— Chemical Segment — Industry Outlook," "— Midstream and Marketing Segment — Industry Outlook," "— Lawsuits, Claims and Contingencies," "— Environmental Liabilities and Expenditures," "— Critical Accounting Policies and Estimates," "— Quantitative and Qualitative Disclosures About Market Risk," and "Management's Annual Assessment of and Report on Internal Control Over Financial Reporting."
The risks described in this report are not the only risks facing Occidental and other risks, including risks deemed immaterial, may have material adverse effects.
An excerpt. Shown here: 40 of 43 rewritten, 40 of 189 added and all 9 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2019 filing and the FY2018 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
443 rewritten, 709 added, 311 removed, 334 unchanged
[removed: Additionally, the midstream and] [added: The] marketing [added: and midstream] segment [added: operates gathering systems, gas plants, co-generation facilities and storage facilities and] invests in entities that conduct similar activities.
[removed: STRATEGY][added: | STRATEGY |]
[removed: General][added: GENERAL]
| Ø | Allocating capital to [removed: high-return] [added: high-return, short-cycle and long-cycle, cash-flow generating] opportunities across [removed: the] [added: its] integrated business; |
| Ø | [removed: Production] [added: Achieving production] growth rates of [removed: 5] [added: up] to [removed: 8+ percent average per year] [added: 5%] over the long-term; and |
| Ø | [removed: Maintenance of] [added: Maintaining] a strong balance sheet to secure business and enhance shareholder value. |
Price volatility is inherent in the oil and gas [removed: business] [added: business,] and Occidental’s strategy is to position the business to thrive in an up- or down-cycle commodity price environment.
[removed: Oil and Gas][added: | OIL AND GAS SEGMENT | | | | |]
In each core operating area, [removed: Occidental's] [added: Occidental’s] operations benefit from scale, technical expertise, [added: decades of high-margin inventory,] environmental and safety leadership, and commercial and governmental collaboration.
These attributes allow Occidental to bring additional production quickly to market, extend the life of older fields at lower costs, and provide low-cost [removed: returns driven] [added: returns-driven] growth opportunities with advanced technology.
Together with [removed: Occidental's] [added: Occidental’s] technical capabilities, the oil and gas segment [removed: is able] [added: strives] to achieve low development and operating costs to [removed: obtain] [added: maximize] full-cycle value [removed: while promoting innovative ideas that differentiate Occidental's approach and provide future opportunities.][added: of the assets.]
[removed: |] Ø [removed: |] Operating and developing areas where reserves are known to exist and [removed: to increase production from] [added: optimizing capital intensity in] core areas, primarily in the Permian Basin, [removed: Colombia,] [added: DJ Basin, Gulf of Mexico, UAE,] Oman, [added: Qatar] and [removed: UAE; |][added: Colombia;]
[removed: |] Ø [removed: |] Maintaining a disciplined and prudent approach to capital expenditures with a focus on [removed: returns] [added: high-return, short-cycle, cash-flow-generating opportunities] and an emphasis on creating value and further enhancing [removed: Occidental's] [added: Occidental’s] existing positions; [removed: |]
[removed: |] Ø [removed: |] Focusing [removed: Occidental's] [added: Occidental’s] subsurface characterization and technical activities on unconventional opportunities, primarily in the Permian Basin; [removed: |]
[removed: |] Ø [removed: |] Using enhanced oil recovery techniques, such as CO2, water and steam [removed: floods,] [added: floods] in mature fields; and [removed: |]
In [removed: 2018,] [added: 2019,] oil and gas capital expenditures were approximately [removed: $4.4 billion,] [added: $5.5 billion] and [removed: were] primarily focused on [added: Occidental’s assets in the Permian Basin, the DJ Basin, Gulf of Mexico and Oman.]
[added: |] Chemical [added: | | 80 | | | | 80 | | | | 78 | | |]
[removed: The primary objective of] OxyChem [removed: is] [added: seeks] to generate cash flow in excess of its normal capital expenditure requirements and achieve above-cost-of-capital returns.
The chemical [removed: segment's strategy is to be] [added: segment focuses on being] a low-cost producer in order to maximize cash flow generation.
OxyChem concentrates on the chlorovinyls [removed: chain] [added: chain,] beginning with the co-production of caustic soda and chlorine.
In [removed: 2018,] [added: 2019,] capital expenditures for OxyChem totaled [removed: $271] [added: $267] million.
[removed: Midstream and] [added: |] Marketing [added: and Midstream | | 12 | | | | 10 | | | | 7 | | |]
The [removed: midstream and] marketing [added: and midstream] segment strives to maximize realized value by optimizing the use of its [removed: committed pipeline] [added: gathering, processing, transportation, storage] and [removed: export capacities] [added: terminal commitments] and by providing access to domestic and international markets.
To generate returns, the segment evaluates opportunities across the value chain and uses its assets to provide services to [removed: Occidental] [added: Occidental’s] subsidiaries, as well as third parties.
Also within the [removed: midstream and] marketing [added: and midstream] segment is [removed: Oxy Low Carbon Ventures (OLCV).][added: OLCV.]
OLCV seeks to capitalize on Occidental’s EOR leadership by developing carbon capture, utilization and storage projects that source anthropogenic [removed: carbon dioxide] [added: CO2] and promote innovative technologies that drive cost efficiencies and economically grow Occidental’s business while reducing emissions.
In [removed: 2018, Occidental sold several assets, including] [added: 2019, compared to] the [added: prior year, pipeline income declined due to the 2018 sale of the] Centurion [added: Pipeline] common carrier oil pipeline and storage [removed: system, Southeast New Mexico oil gathering system,] [added: system] and [added: the] Ingleside Crude Terminal.
[removed: Key Performance Indicators][added: KEY PERFORMANCE INDICATORS]
Occidental seeks to meet its strategic goals by continually measuring its success [removed: in its] [added: against] key performance metrics that drive total stockholder return.
In addition to [removed: production growth and] [added: efficient] capital allocation and deployment discussed [removed: above,] [added: below,] Occidental believes the following are its most significant metrics:
| Ø | [removed: Sustainability, health,] [added: Health, safety and] environmental and [removed: safety] [added: sustainability-related] performance measures; |
| Ø | Total shareholder return, including [removed: funding the dividend;] [added: dividends;] |
| Ø | Return on capital employed (ROCE) and cash return on capital employed (CROCE); [removed: and] |
| Ø | Specific measures such as earnings per share, per-unit profit, production cost, cash flow, [removed: finding-and-development] [added: finding and development] costs and reserves replacement [removed: percentages.] [added: percentages; and] |
[removed: OIL] [added: OIL] AND GAS [removed: SEGMENT][added: SEGMENT]
[removed: Business Environment][added: BUSINESS ENVIRONMENT]
The following table presents the average daily West Texas Intermediate (WTI), Brent and New York Mercantile Exchange (NYMEX) prices for [removed: 2018] [added: 2019] and [removed: 2017:][added: 2018:]
| | | [added: 2019 | | | |] 2018 | | | | 2017 | | |
| WTI oil ($/barrel) | | [removed: $] [added: $] | [removed: 64.77] [added: 57.03] | | | $ | [removed: 50.95] [added: 64.77] | | [added: | (12 | )% |]
| Brent oil ($/barrel) | | [removed: $] [added: $] | [removed: 71.53] [added: 64.18] | | | $ | [removed: 54.82] [added: 71.53] | | [added: | (10 | )% |]
The following discussion should be read together with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included in this Form 10-K in Item 8, and the information set forth in Risk Factors under Item 1A.
| INDEX | PAGE |
| [Strategy](#s27E4F9A1E1CA5431924E6CD462239BD2) | [19](#s27E4F9A1E1CA5431924E6CD462239BD2) |
| [Chemical Segment](#sDB46D97C06695266BFA87F6108A63666) | [30](#sDB46D97C06695266BFA87F6108A63666) |
| [Segment Results of Operations and](#s816ED0057B5C5AEBB7DCA072299C8D7D) Items Affecting Comparability | [33](#s816ED0057B5C5AEBB7DCA072299C8D7D) |
| Income Taxes | [37](#s4A038A3685365E55BBAAACDA13EE1FCD) |
| [Consolidated Results of Operations](#s3A9656FBC5285EF5893411AB430B1C44) | [37](#s3A9656FBC5285EF5893411AB430B1C44) |
| [Liquidity and Capital Resources](#s5B4BE00D21F458F89D5F5A2CB2064C00) | [40](#s5B4BE00D21F458F89D5F5A2CB2064C00) |
| [Off-Balance Sheet Arrangements](#sBB9FA3C10CDC5CD5BA50DE1AA7DC51BD) | [42](#sBB9FA3C10CDC5CD5BA50DE1AA7DC51BD) |
| Commitments and Obligations | [42](#s05BFDE7027425FD7AD640127852AED3C) |
| [Lawsuits, Claims, Commitments and Contingencies](#s2897442D0F8B5894B46A3ECFB63B2D65) | [43](#s2897442D0F8B5894B46A3ECFB63B2D65) |
| [Environmental Liabilities and Expenditures](#s5A20D3EAB18E5EBDAF3FCDECF849E6B8) | [44](#s5A20D3EAB18E5EBDAF3FCDECF849E6B8) |
| Global [Investments](#sF7D7611A79AB5B1B9B4ECCB29B627241) | [46](#sF7D7611A79AB5B1B9B4ECCB29B627241) |
| [Critical Accounting Policies and Estimates](#s378067A494DA5E09881CE753EC781E1F) | [46](#s378067A494DA5E09881CE753EC781E1F) |
| [Significant Accounting and Disclosure Changes](#s32ADA589C03F58D6BF6B6D0110F3445D) | [49](#s32ADA589C03F58D6BF6B6D0110F3445D) |
| [Safe Harbor Discussion Regarding Outlook and Other Forward-Looking Data](#s38DD7164D51751919B6EDD626A463420) | [50](#s38DD7164D51751919B6EDD626A463420) |
| 18 | OXY 2019 FORM 10-K |
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| Ø | Maintaining a sustainable and sector-leading dividend; |
| Ø | Generating free cash flow growth to reduce debt and return cash to shareholders; |
On August 8, 2019, Occidental closed on its acquisition of Anadarko.
The Acquisition added to Occidental’s oil and gas portfolio, primarily in the Permian Basin, DJ Basin and Gulf of Mexico, as well as a significant economic interest in WES.
Post-Acquisition, Occidental’s diversified portfolio provides numerous competitive advantages.
Occidental is now the largest oil and gas leaseholder in the United States on a net acreage basis with ample opportunities in the Permian Basin, DJ Basin, Powder River Basin and the Gulf of Mexico with the ability to selectively deploy capital in a way that optimizes capital intensity.
As the acquired assets are integrated and developed, Occidental will utilize its subsurface and operating expertise to improve productivity and reduce full cycle costs.
| Ø | Achieving debt reduction targets; |
| Ø | Maintaining investment grade credit metrics; |
| Ø | Acquisition-related synergy and divestiture targets. |
BUSINESS STRATEGY
With the completion of the Acquisition, Occidental became the largest U.S. producer of oil and liquids in the second half of 2019, allowing Occidental to maximize cash margins on a BOE basis.
Through the Acquisition, Occidental acquired modern 3D seismic data pertaining to approximately 450,000 square miles of core domestic development areas.
This resulted in a 40% increase in Occidental’s Permian seismic inventory.
The advantages that Occidental’s diversified portfolio provides, coupled with unmatched subsurface characterization ability and the proven ability to execute, ensures that Occidental is positioned for full-cycle success in the years ahead.
The oil and gas segment continues to focus on integration of the newly acquired assets and efforts to realize synergies at an early stage to deliver lower breakeven costs and generate excess free cash flow.
| OXY 2019 FORM 10-K | 19 |
In this report, "Occidental" means Occidental Petroleum Corporation (OPC), or OPC and one or more entities in which it owns a controlling interest (subsidiaries).
Occidental's principal businesses consist of three segments.
The oil and gas segment explores for, develops and produces oil, condensate, natural gas liquids (NGL) and natural gas.
The chemical segment (OxyChem) mainly manufactures and markets basic chemicals and vinyls.
The midstream and marketing segment purchases, markets, gathers, processes, transports and stores oil, condensate, NGL, natural gas, carbon dioxide (CO2) and power.
It also trades around its assets, including transportation and storage capacity.
Occidental's oil and gas assets are located in some of the world’s highest-margin basins and are characterized by an advantaged mix of short- and long-cycle, high-return development opportunities.
In the United States, Occidental continues to hold a leading position in the Permian Basin.
Other core operations are in the Middle East (Oman, UAE and Qatar) and Latin America (Colombia).
Occidental's midstream and marketing business provides flow assurance and access to domestic and international markets.
OxyChem is a world-class chemical business that generates high financial returns.
| Ø | Consistent dividend growth; |
Occidental accepts commodity, engineering and limited exploration risks.
Occidental seeks to limit its financial and political risks.
In 2018, Occidental continued to build upon its integrated portfolio of high-value investment options, focusing on value growth and high-quality assets that deliver industry-leading returns.
During the year,
Occidental completed its short-term strategic plan to maintain production and sustain the dividend at a West Texas Intermediate (WTI) oil price of $40 per barrel and grow production at 5 to 8+ percent at $50 per barrel.
Achieving these goals in the short-term strengthens Occidental's ability to provide a meaningful dividend with growth and maintain a strong balance sheet at low oil prices.
Occidental's Board of Directors and management are committed to allocating free cash flow toward investments that generate the highest returns, along with returning cash to shareholders through dividends and share repurchases.
The following describes the application of Occidental’s overall strategy for each of its operating segments:
| Ø | Focusing on cost-reduction efficiencies, improvement in new well productivity and better base management to reduce full cycle costs. |
Occidental's high-return assets in the Permian Basin, Oman and Colombia.
In 2018, OxyChem, through a 50/50 joint venture with Mexichem S.A.B. de C.V., achieved a full year of commercial operations of its 1.2 billion pound-per-year ethylene cracker at the OxyChem Ingleside facility.
The joint venture provides an opportunity to capitalize on the advantage that U.S. shale gas development has presented to U.S. chemical producers by providing low-cost ethane as a raw material.
The joint venture provides OxyChem with an ongoing source of ethylene, significantly reducing OxyChem's reliance on third-party ethylene suppliers.
OxyChem also achieved a full year of operations of its expansion at Geismar, Louisiana, following plant startup late in the fourth quarter of 2017.
Using an OxyChem patented process, the new facility produces 4CPe, a new raw material used in making next-generation, climate-friendly refrigerants with a low global warming and ozone depletion potential.
The midstream and marketing segment operates gathering systems, gas plants, co-generation facilities and storage facilities and invests in entities that conduct similar activities.
In 2018, capital expenditures related to the midstream business totaled $216 million primarily related to Permian Basin gas processing and the Ingleside Crude Terminal, prior to its sale.
Following the transactions, Occidental retained its long-term flow assurance, pipeline takeaway and export capacity through its retained marketing business.
| | | | | | | | | |
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Average WTI and Brent oil price indexes increased 27 percent and 30 percent, from $50.95 and $54.82 in 2017 to $64.77 and $71.53 in 2018, respectively.
Average worldwide realized oil prices rose $11.71, or 24 percent, in 2018 compared to 2017.
WTI and Brent oil price indexes decreased in the fourth quarter of 2018, closing at $45.41 per barrel and $53.80 per barrel, respectively, which is lower than 2017 year-end prices, which closed at $60.42 per barrel and $66.87 per barrel, respectively.
The average realized domestic natural gas price in 2018 decreased 31 percent from 2017.
Average NYMEX natural gas prices decreased 4 percent, from $3.09 in 2017 to $2.97 in 2018.
Domestic Production Volumes
(thousands BOE/day)
Notes:
An excerpt. Shown here: 40 of 443 rewritten, 40 of 709 added and 40 of 311 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A) in the FY2019 filing and the FY2018 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
28 rewritten, 74 added, 13 removed, 41 unchanged
[removed: Commodity Price Risk][added: | COMMODITY PRICE RISK |]
[removed: General][added: GENERAL]
Price changes at current global prices and levels of production affect Occidental’s pre-tax annual income by approximately [removed: $130] [added: $260] million for a $1 per barrel change in oil prices and [removed: $45] [added: $90] million for a $1 per barrel change in NGL prices.
If domestic natural gas prices varied by $0.50 per Mcf, it would have an estimated annual effect on [removed: Occidental's] [added: Occidental’s] pre-tax income of approximately [removed: $35] [added: $185] million.
[removed: Risk Management][added: RISK MANAGEMENT]
[removed: Fair Value of Marketing Derivative Contracts][added: FAIR VALUE OF MARKETING DERIVATIVE CONTRACTS]
The fair values in future maturity periods [added: are insignificant.]
| | | [removed: Maturity Periods] [added: Maturity Periods] | | | | | | | | | | | | | | | | | | |
| [removed: Source] [added: Source] of Fair Value [removed: Assets/(liabilities) (in millions)] [added: Assets/(Liabilities) *millions*] | | [removed: 2019] [added: 2020] | | | | [removed: 2020] [added: 2021] and [removed: 2021] [added: 2022] | | | | [removed: 2022] [added: 2023] and [removed: 2023] [added: 2024] | | | | [removed: 2024] [added: 2025] and [removed: thereafter] [added: thereafter] | | | | [removed: Total] [added: Total] | | |
| Prices actively quoted | | $ | [removed: 174] [added: (63] | [added: )] | | $ | [removed: (1] [added: —] | [removed: )] | | $ | — | | | $ | — | | | $ | [removed: 173] [added: (63] | [added: )] |
| Prices provided by other external sources | | [removed: 8] [added: 36] | | | | [removed: 2] [added: 8] | | | | [removed: 3] [added: 1] | | | | 1 | | | | [removed: 14] [added: 46] | | |
[removed: Cash-Flow Hedges][added: CASH-FLOW HEDGES]
As of December 31, [removed: 2018,] [added: 2019,] and [removed: 2017,] [added: 2018,] Occidental had approximately [removed: 5 billion cubic feet (Bcf)] [added: 6 Bcf] and [removed: 7] [added: 5] Bcf of natural gas held in storage, respectively, and had cash-flow hedges for the forecast sales, to be settled by physical delivery, of approximately [removed: 4] [added: 3] Bcf and [removed: 7] [added: 4] Bcf of stored natural gas, respectively.
[removed: Quantitative Information][added: QUANTITATIVE INFORMATION]
This measure determines the maximum potential negative one day change in fair value with a [removed: 95 percent] [added: 95%] level of confidence.
[removed: Interest Rate Risk][added: | INTEREST RATE RISK |]
[removed: Foreign Currency Risk][added: | FOREIGN CURRENCY RISK |]
As of December 31, [removed: 2018,] [added: 2019,] the fair value of foreign currency derivatives used in the marketing operations was [added: immaterial.]
[removed: Tabular Presentation of Interest Rate Risk][added: TABULAR PRESENTATION OF INTEREST RATE RISK]
| [removed: Year of Maturity (in millions of U.S. dollars)] [added: *millions except percentages*] | | [removed: U.S. Dollar Fixed-Rate Debt] [added: U.S. Dollar Fixed-Rate Debt] | | | | [removed: U.S. Dollar Variable-Rate Debt] [added: U.S. Dollar Variable-Rate Debt] | | | | [removed: Grand Total (a)] [added: Total (a)] | | |
| 2020 | | [added: $ |] — | | | [added: $] | — | | | [added: $] | — | | [removed: |]
| Weighted-average interest rate | | [removed: 3.83] [added: 4.09] | | % | | [removed: 1.89] [added: 3.15] | | % | | [removed: 3.81] [added: 3.98] | | % |
| [removed: Fair Value | | $ | 10,202] [added: \+ 5%] | | | $ | [removed: 68] [added: (270] | [added: )] | | [added: |] $ | [removed: 10,270] [added: (202] | [added: )] |
| (a) | [removed: Excludes] [added: Excluded] net unamortized debt [removed: discounts] [added: premiums] of [removed: $36] [added: $914] million and debt issuance cost of [removed: $54] [added: $125] million. |
[removed: Credit Risk][added: | CREDIT RISK |]
Certain [removed: of Occidental's OTC] [added: over-the-counter] derivative instruments contain credit-risk-contingent features, primarily tied to credit ratings for Occidental or its counterparties, which may affect the amount of collateral that each [added: party] would need to post.
As of December 31, [removed: 2018,] [added: 2019,] the substantial majority of the credit exposures were with investment grade counterparties.
Occidental believes its exposure to credit-related losses at December 31, [removed: 2018,] [added: 2019,] was not material and losses associated with credit risk have been insignificant for all years presented.
| |
| --- |
| |
| Total | | $ | (27 | ) | | $ | 8 | | | $ | 1 | | | $ | 1 | | | $ | (17 | ) |
| | |
| 50 | OXY 2019 FORM 10-K |
| | | |
| --- | --- | --- |
| | | |
|  | QUANTITATIVE AND QUALITATIVE DISCLOSURES | |
| |
| --- |
| |
GENERAL
Occidental acquired interest rate swap contracts in the Acquisition.
Occidental pays a fixed interest rate and receives a floating interest rate indexed to three-month LIBOR.
The swaps have an initial term of 30 years with mandatory termination dates in September 2020 through 2023 and a total notional amount of $1.475 billion as of December 31, 2019.
In October 2019, $125 million of notional interest rate swaps were terminated.
As of December 31, 2019, the fair value of the swaps of negative $1.4 billion net liability was offset by $104 million in posted cash collateral, resulting in a net $1.3 billion liability.
A 25-basis point decrease in implied LIBOR rates over the term of the swaps would result in an additional liability of approximately $101 million on these swaps.
In January and February 2020, Occidental extended September 2020 mandatory termination dates to September 2021 and September 2022 for swaps with a notional value of $500 million and $150 million, respectively.
As of December 31, 2019, Occidental had $4.5 billion of variable-rate debt outstanding.
A 25-basis point increase in LIBOR interest rates would increase gross interest expense approximately $11 million per year.
As of December 31, 2019, Occidental had $34.3 billion of fixed-rate debt outstanding.
A 25-basis point change in Treasury rates would change the fair value of the fixed-rate debt approximately $680 million.
Debt amounts represent principal payments by maturity date including amounts assumed from the Acquisition except WES debt.
| 2021 | | 3,426 | | | | 2,956 | | | | 6,382 | | |
| 2022 | | 3,214 | | | | 1,500 | | | | 4,714 | | |
| 2024 | | 3,898 | | | | — | | | | 3,898 | | |
| Thereafter | | 21,126 | | | | 68 | | | | 21,194 | | |
| Total | | $ | 32,877 | | | $ | 4,524 | | | $ | 37,401 | |
| Fair Value | | $ | 34,260 | | | $ | 4,535 | | | $ | 38,795 | |
| | |
| --- | --- |
| |
| --- |
| |
| | |
| --- | --- |
| | |
The 2018 average contract prices were: chlorine-$344 per ton; caustic soda-$768 per ton; and PVC-$0.40 per lb.
are insignificant.
| Total | | $ | 182 | | | $ | 1 | | | $ | 3 | | | $ | 1 | | | $ | 187 | |
Occidental's exposure to changes in interest rates is not expected to be material and relates to its variable-rate long-term debt obligations.
As of December 31, 2018, variable-rate debt constituted approximately 1 percent of Occidental's total debt.
immaterial.
Debt amounts represent principal payments by maturity date.
| 2019 | | 116 | | | | — | | | | 116 | | |
| 2021 | | 1,249 | | | | — | | | | 1,249 | | |
| 2022 | | 1,213 | | | | — | | | | 1,213 | | |
| Thereafter | | 6,548 | | | | 68 | | | | 6,616 | | |
| Total | | $ | 10,339 | | | $ | 68 | | | $ | 10,407 | |
Occidental believes that if it had received a one-notch reduction in its credit ratings, it would not have resulted in a material change in its collateral-posting requirements as of December 31, 2018 and 2017.
An excerpt. Shown here: all 28 rewritten, 40 of 74 added and all 13 removed. The counts are complete. For every sentence, read Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK in the FY2019 filing and the FY2018 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 10 added, 0 removed, 0 unchanged
For information regarding legal proceedings, see the information under the caption [removed: "Lawsuits,] [added: “Lawsuits,] Claims, Commitments and [removed: Contingencies"] [added: Contingencies”] in the MD&A section of this report and in [removed: Note 10 to] [added: [Note 11 - Lawsuits, Claims, Commitments and Contingencies](#s9B5C9FD68DE054A8A11DD3C778EF36D0) in] the [added: Notes to] Consolidated Financial Statements.
On July 17, 2019, an Occidental subsidiary received a draft consent agreement and final order from the EPA regarding alleged violations under the CAA and various sections of the EPA’s Chemical Accident Prevention Provisions at the Convent, Louisiana facility.
The EPA’s order includes allegations associated with process reviews, procedures and recordkeeping.
The EPA’s revised draft settlement proposal includes a civil penalty of $121,457.
Occidental is currently negotiating a resolution of this matter with the EPA.
On September 13, 2019, an Occidental subsidiary received a draft consent agreement and final order from the EPA regarding alleged violations under the CAA and various sections of the EPA’s Chemical Accident Prevention Provisions at the Geismar, Louisiana facility.
The EPA’s order includes allegations associated with operating procedures, inspections, contractor reviews, medical protocols in the emergency response plan, administrative updates and four historical on-site incidents.
The EPA’s revised draft settlement proposal includes a civil penalty of $734,182.
Occidental is currently negotiating a resolution of this matter with the EPA.
| | |
| --- | --- |
Cover and table of contents
120 rewritten, 119 added, 56 removed, 41 unchanged
[removed: Form 10-K][added: Form 10-K]
| [removed: þ] [added: ☑ |] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | [added: ☐] | [removed: ¨] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: |]
| [removed: For] [added: | For] the fiscal year [removed: ended] [added: ended] | December 31, [removed: 2018] [added: 2019] | | [removed: For] [added: For] the transition period from [removed: to] [added: to] | [added: |]
[removed: Commission] [added: Commission] File [removed: Number 1-9210][added: Number 1-9210]
[removed: Occidental] [added: Occidental] Petroleum [removed: Corporation][added: Corporation]
| State or other jurisdiction of incorporation or organization | | [removed: Delaware] [added: Delaware] | [added: | | |]
| I.R.S. Employer Identification No. | | [removed: 95-4035997] [added: 95-4035997] | [added: | | |]
| Address of principal executive offices | | [removed: 5] [added: 5] Greenway Plaza, Suite [removed: 110, Houston, Texas] [added: 110] | [added: | Houston, | Texas |]
| Zip Code | | [removed: 77046] [added: 77046] | [added: | | |]
| [removed: Registrant's] [added: Registrant’s] telephone number, including area code | | [removed: (713) 215-7000] [added: (713)] | [added: 215-7000 | | |]
| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [added: Trading Symbol] | [removed: Name] [added: Name] of Each Exchange on Which [removed: Registered] [added: Registered] |
| Common Stock, $0.20 par value | [added: OXY] | New York Stock Exchange |
Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [removed: Act: (Note: Checking the box will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections).][added: Act.]
Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate web site, if any,] every Interactive [removed: Date] [added: Data] File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T [added: (§232.405 of this chapter)] during the preceding 12 months (or [added: for] such shorter period [removed: as] [added: that] the registrant was required to submit [removed: and post] [added: such] files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer or] [added: filer,] a smaller reporting [added: company, or an emerging growth] company.
[removed: (See definition] [added: See the definitions] of [removed: "large] [added: “large] accelerated [removed: filer," "accelerated filer" and "smaller] [added: filer,” “accelerated filer,” “smaller] reporting [removed: company"] [added: company” and “emerging growth company”] in Rule 12b-2 of the Exchange [removed: Act).][added: Act.]
| Large Accelerated Filer | [removed: þ] [added: ☑] | Accelerated Filer | [removed: ¨] [added: ☐] | Emerging Growth Company | [removed: ¨] [added: ☐] |
| Non-Accelerated Filer | [removed: ¨] [added: ☐] | Smaller Reporting Company | [removed: ¨] [added: ☐] | | |
Indicate by check mark whether the registrant is a shell company (as defined in [removed: Exchange Act] Rule [removed: 12b-2) Yes ¨ No þ][added: 12b-2 of the Act).]
The aggregate market value of the [removed: registrant's] [added: registrant’s] Common Stock held by nonaffiliates of the registrant was approximately [removed: $64.0] [added: $45.0] billion, computed by reference to the closing price on the New York Stock Exchange composite tape of [removed: $83.68] [added: $50.28] per share of Common Stock on June [removed: 30, 2018.][added: 28, 2019.]
At January 31, [removed: 2019,] [added: 2020,] there were [removed: 749,546,443] [added: 895,224,961] shares of Common Stock outstanding, par value $0.20 per share.
Portions of the registrant’s definitive Proxy Statement, relating to its [removed: May 10, 2019] [added: 2020] Annual Meeting of Stockholders, are incorporated by reference into Part [removed: III.][added: III of this Form 10-K.]
| [removed: | TABLE] [added: TABLE] OF [removed: CONTENTS] [added: CONTENTS] | [removed: Page] | [added: PAGE |]
| [removed: Part I] [added: Part I] | | |
| [removed: Items] [added: Items] 1 and [removed: 2] [added: 2.] | [removed: [Business] [added: [Business] and [removed: Properties](#s9858618823B9D851BCEB44E1C8D67FE4).........................................................................................................................................................] [added: Properties](#sE982C883A65A5FF4B0692849D7A72D84)] | [removed: [3](#s9858618823B9D851BCEB44E1C8D67FE4)] [added: [2](#sE982C883A65A5FF4B0692849D7A72D84)] |
| [removed: | [Oil and Gas Operations](#s6A62F44C609E6C18EB9D44E1C92B1628).................................................................................................................................................... | [3](#s6A62F44C609E6C18EB9D44E1C92B1628)] [added: OIL AND GAS OPERATIONS] |
| [removed: | [Chemical Operations](#s3B875E6FB4263950767844E1C97EFB28)........................................................................................................................................................ | [4](#s3B875E6FB4263950767844E1C97EFB28)] [added: CHEMICAL OPERATIONS] |
| [removed: | [Midstream and Marketing Operations](#sA75F168233230818CDF644E1C9D0E04F)............................................................................................................................... | [5](#sA75F168233230818CDF644E1C9D0E04F)] [added: MARKETING AND MIDSTREAM OPERATIONS] |
| [removed: | [Environmental Regulation](#sFDE42B4834E45A86C3B044E1CA762A83)................................................................................................................................................. | [5](#sFDE42B4834E45A86C3B044E1CA762A83)] [added: ENVIRONMENTAL REGULATION] |
| [removed: | [Available Information](#sBB097839B44C6B82FA0344E1CA97A1CB)......................................................................................................................................................... | [5](#sBB097839B44C6B82FA0344E1CA97A1CB)] [added: AVAILABLE INFORMATION] |
| [removed: Item 1A] [added: Item 1A.] | [removed: [Risk Factors](#s9C2FFE8D694E295B901144E1CACAC5C3)............................................................................................................................................................................] [added: [Risk Factors](#sB9D751338FD053D0B3FA93F9BD5EB251)] | [removed: [6](#s9C2FFE8D694E295B901144E1CACAC5C3)] [added: [6](#sB9D751338FD053D0B3FA93F9BD5EB251)] |
| [removed: Item 1B] [added: Item 1B.] | [removed: [Unresolved] [added: [Unresolved] Staff [removed: Comments](#sF3B0B690B4F6559D4DA844E1CB1F50D4)...................................................................................................................................................] [added: Comments](#sBAB342DB9EF05175BF00F473C9406CC3)] | [removed: [9](#s9384BC695F0744932A1844E1CAEC8BF4)] [added: [13](#sBAB342DB9EF05175BF00F473C9406CC3)] |
| [removed: Item 3] [added: Item 3.] | [removed: [Legal Proceedings](#sF3B0B690B4F6559D4DA844E1CB1F50D4)..................................................................................................................................................................] [added: [Legal Proceedings](#s32CE8635693655C08335051EEED51BEF)] | [removed: [9](#sF3B0B690B4F6559D4DA844E1CB1F50D4)] [added: [13](#s32CE8635693655C08335051EEED51BEF)] |
| [removed: Item 4] [added: Item 4.] | [removed: [Mine] [added: [Mine] Safety [removed: Disclosures](#s75E36BA3CC79E0BF22D644E1CB40A4FA).........................................................................................................................................................] [added: Disclosures](#s35D2B9C22D4B5A7FB11CC3AF979F07A8)] | [removed: [9](#s75E36BA3CC79E0BF22D644E1CB40A4FA)] [added: [13](#s35D2B9C22D4B5A7FB11CC3AF979F07A8)] |
| [removed: Part II] [added: Part II] | | |
| [removed: Item 5] [added: Item 5.] | [removed: [Market] [added: [Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s287E0B8B337731BE623044E1C15269BA)..............] [added: Securities](#s95C63E66B32E5450BF8D95689BEA06A4)] | [removed: [10](#s287E0B8B337731BE623044E1C15269BA)] [added: [15](#s95C63E66B32E5450BF8D95689BEA06A4)] |
| [removed: Item 6] [added: Item 6.] | [removed: [Selected] [added: [Selected] Financial [removed: Data](#sED002CD6AF00FAA4A88244E1C14F9927)..........................................................................................................................................................] [added: Data](#s8A4C651F5BF15D169806FDB9154CEEDE)] | [removed: [12](#sED002CD6AF00FAA4A88244E1C14F9927)] [added: [17](#s8A4C651F5BF15D169806FDB9154CEEDE)] |
| [removed: Item 7] [added: Item 7.] | [removed: [Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of Operations [removed: (MD&A)](#s67393076E94821B37A9944E1CC335F6A).....................................] [added: (MD&A)](#sDB63156254175422A8756EC7065D90F5)] | [removed: [13](#s67393076E94821B37A9944E1CC335F6A)] [added: [18](#sDB63156254175422A8756EC7065D90F5)] |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
Yes ☑ No ☐
Yes ☑ No ☐
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
Yes ☐ No ☑
| | [General](#s7A810B6CDA4D5853ADE4563882BAC430) | [2](#s7A810B6CDA4D5853ADE4563882BAC430) |
| | [Employees](#sE6C41FB6C8D05C8B92AAE02599ECD100) | [2](#sE6C41FB6C8D05C8B92AAE02599ECD100) |
| | Information About Our [Executive Officers](#s373FCC1110D5520BB21515FB7F398270) | [14](#s373FCC1110D5520BB21515FB7F398270) |
| Item 9B. | [Other Information](#s2D68EB9C348E50E98BCC1D6C3C9895B3) | [125](#s2D68EB9C348E50E98BCC1D6C3C9895B3) |
| Item 11. | [Executive Compensation](#sB1ADC7180D5550A4B1396ED6F9B248E0) | [126](#sB1ADC7180D5550A4B1396ED6F9B248E0) |
| Item 16. | [Form 10-K Summary](#sFFF3803088AB505BBFADFB1ABF024725) | [130](#sFFF3803088AB505BBFADFB1ABF024725) |
|  | BUSINESS AND PROPERTIES | |
ITEMS 1 AND 2.
On August 8, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 9, 2019, among Occidental, Baseball Merger Sub 1, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Occidental (Merger Subsidiary), and Anadarko Petroleum Corporation (Anadarko), Occidental acquired all of the outstanding shares of Anadarko through a transaction in which Merger Subsidiary merged with and into Anadarko (the Acquisition), with Anadarko continuing as the surviving entity and as an indirect, wholly owned subsidiary of Occidental.
| |
| --- |
| |
Occidental’s principal businesses consist of three reporting segments: oil and gas, chemical, and marketing and midstream.
It also trades around its assets, including transportation and storage capacity, and invests in entities that conduct similar activities such as Western Midstream Partners, L.P. (WES).
| |
| --- |
| |
Occidental employed approximately 14,400 people at December 31, 2019, which included approximately 1,000 employees who have been seconded to WES.
Occidental has 10,000 employees located in the United States.
| |
| --- |
| |
| 2 | OXY 2019 FORM 10-K |
| | | |
| --- | --- | --- |
| | | |
|  | BUSINESS AND PROPERTIES | |
| |
| --- |
| |
GENERAL
10-K 1 oxy10k12-31x2018.htm 10-K
| | | | |
| --- | --- | --- | --- |
| 9 1/4% Senior Debentures due 2019 | | New York Stock Exchange |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
| | [General](#s7571FA42741494BFC60C44E1C8F8ED79)............................................................................................................................................................................. | [3](#s7571FA42741494BFC60C44E1C8F8ED79) |
| | [Capital Expenditures](#s7670CACCE7B7EC84D1CA44E1CA235105)......................................................................................................................................................... | [5](#s7670CACCE7B7EC84D1CA44E1CA235105) |
| | [Employees](#s57A2529173363701426644E1CA4589E2)........................................................................................................................................................................ | [5](#s57A2529173363701426644E1CA4589E2) |
| | [Executive Officers](#s080D81A46EB6648B4D2644E1CB72FD23)................................................................................................................................................................... | [10](#s080D81A46EB6648B4D2644E1CB72FD23) |
| | [Strategy](#sF5B191C3232B8D266FC644E1CC3E0144)............................................................................................................................................................................. | [13](#sF5B191C3232B8D266FC644E1CC3E0144) |
| | [Oil and Gas Segment](#s926BD361C64CCA0EACDC44E1C1A89D3B)........................................................................................................................................................ | [14](#s926BD361C64CCA0EACDC44E1C1A89D3B) |
| | [Chemical Segment](#s5B9E0C85DFC8C75C2A1244E1CC91012F)............................................................................................................................................................ | [20](#s5B9E0C85DFC8C75C2A1244E1CC91012F) |
| | [Segment Results of Operations](#s6E101965B79CAF0E25C444E1C044712B) and Significant Items Affecting Earnings........................................................................ | [22](#s6E101965B79CAF0E25C444E1C044712B) |
| | [Taxes](#s325257B7C06DFEBEBD1744E1C0467052)................................................................................................................................................................................. | [24](#s325257B7C06DFEBEBD1744E1C0467052) |
| | [Consolidated Results of Operations](#s8BC2B9525B0EAB0E55B844E1CD3FCB56)................................................................................................................................. | [24](#s8BC2B9525B0EAB0E55B844E1CD3FCB56) |
| | [Consolidated Analysis of Financial Position](#sD992F10A98817FE17BB844E1C0947198)...................................................................................................................... | [26](#sD992F10A98817FE17BB844E1C0947198) |
| | [Liquidity and Capital Resources](#s7A1AAFB30FAF968214BC44E1C04FBD12)....................................................................................................................................... | [26](#s7A1AAFB30FAF968214BC44E1C04FBD12) |
| | [Off-Balance-Sheet Arrangements](#s38BF4DC1CA17446CB6C944E1CDBA3A85)..................................................................................................................................... | [28](#s38BF4DC1CA17446CB6C944E1CDBA3A85) |
| | [Contractual Obligations](#sB71282A8BA14B733C2CE44E1C0D4D57A)..................................................................................................................................................... | [28](#sB71282A8BA14B733C2CE44E1C0D4D57A) |
| | [Lawsuits, Claims and Contingencies](#s6B66F16B11529B60842044E1CDF09687)................................................................................................................................ | [28](#s6B66F16B11529B60842044E1CDF09687) |
| | [Environmental Liabilities and Expenditures](#s77263C7BC0BD63127F2644E1C18CD868)...................................................................................................................... | [29](#s77263C7BC0BD63127F2644E1C18CD868) |
| | International Investments.................................................................................................................................................. | [31](#s301148D1E9B4DEAC64B344E1CE6838C6) |
| | [Critical Accounting Policies and Estimates](#sA64B773AEBB10E4E823244E1CE80E71E)....................................................................................................................... | [31](#sA64B773AEBB10E4E823244E1CE80E71E) |
| | [Significant Accounting and Disclosure Changes](#sF9E9885B4081335DDEF144E1CEB11E1E)............................................................................................................... | [34](#sF9E9885B4081335DDEF144E1CEB11E1E) |
| | [Safe Harbor Discussion Regarding Outlook and Other Forward-Looking Data](#s63DBA55666EB7469B0BA44E1CED73069)................................................................ | [34](#s63DBA55666EB7469B0BA44E1CED73069) |
| | [Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements](#sA9D3B37B72F423BBC25C44E1CF5815CB)................................. | [36](#sA9D3B37B72F423BBC25C44E1CF5815CB) |
| | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#sEFB96115916B9DDE7CF644E1CF7AEF9F)....................... | [37](#sEFB96115916B9DDE7CF644E1CF7AEF9F) |
| | [Consolidated Balance Sheets](#s0A3C537E1EAFF44A5B6F44E1C13B5289)........................................................................................................................................... | [38](#s0A3C537E1EAFF44A5B6F44E1C13B5289) |
| | [Consolidated Statements of](#s92112AD9115B8CE18DE344E1C24C2007) Operations........................................................................................................................... | [40](#s92112AD9115B8CE18DE344E1C24C2007) |
| | [Consolidated Statements of Comprehensive Income](#s43573E99050181BE0DF544E1CFFF3C95)....................................................................................................... | [41](#s43573E99050181BE0DF544E1CFFF3C95) |
| | [Consolidated Statements of Stockholders' Equity](#s985F3A2FF22B297C9CB344E1C1105D17)............................................................................................................. | [42](#s985F3A2FF22B297C9CB344E1C1105D17) |
| | [Consolidated Statements of Cash Flows](#s44CC4E53CCB06D702FD744E1D054C25C).......................................................................................................................... | [43](#s44CC4E53CCB06D702FD744E1D054C25C) |
| | [Notes to Consolidated Financial Statements](#s543F73DB7CF181D5742644E1D0800D09).................................................................................................................... | [44](#s543F73DB7CF181D5742644E1D0800D09) |
| | [Quarterly Financial Data (Unaudited)](#s6C2681E08D3BA76D871144E1C016247D)................................................................................................................................ | [74](#s6C2681E08D3BA76D871144E1C016247D) |
| | [Supplemental Oil and Gas Information (Unaudited)](#s836ACA9C5E3915DE3D0244E1C011CFD7)......................................................................................................... | [76](#s836ACA9C5E3915DE3D0244E1C011CFD7) |
| | [Schedule II – Valuation and Qualifying Accounts](#s35987084EE760D4AAB1D44E1C0AB3B11).............................................................................................................. | [92](#s35987084EE760D4AAB1D44E1C0AB3B11) |
| | [Management's Annual Assessment of and Report on Internal Control Over Financial Reporting](#sDDDA8C9FEC2EC1D7BD2044E1D5AB75A2).................................... | [93](#sEA3D5DF7ABDB29E0DEF444E1D5872BB1) |
| | [Disclosure Controls and Procedures](#sEB9DCF5D0AECCBCD516C44E1D5DD234A)................................................................................................................................. | [93](#sEB9DCF5D0AECCBCD516C44E1D5DD234A) |
| Item 9B | [Other Information](#s9FF27F988478D1AA8CF044E1D5FD0327).................................................................................................................................................................... | [93](#s9FF27F988478D1AA8CF044E1D5FD0327) |
| Item 11 | [Executive Compensation](#s50545C9AF447C8D34EC944E1D686BB1A)........................................................................................................................................................ | [94](#s50545C9AF447C8D34EC944E1D686BB1A) |
An excerpt. Shown here: 40 of 120 rewritten, 40 of 119 added and 40 of 56 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2019 filing and the FY2018 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
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Item 4. MINE SAFETY DISCLOSURES
10 rewritten, 27 added, 4 removed, 3 unchanged
[added: | INFORMATION ABOUT OUR] EXECUTIVE [removed: OFFICERS][added: OFFICERS |]
Each executive officer holds his or her office from the date of election by the Board of Directors until the first board meeting held after the [added: next] Annual Meeting of Stockholders or until [added: his or her removal or departure or] a successor is duly [removed: elected.][added: elected, if earlier.]
The following table sets forth the executive officers of [removed: Occidental:][added: Occidental as of February 27, 2020:]
| [removed: Name] [added: | Name] Current Title | [removed: | Age] [added: Age] at February [removed: 21, 2019 |] [added: 27, 2020] | [removed: Positions] [added: Positions] with Occidental and [removed: Subsidiaries and] Employment [removed: History] [added: History] |
| [removed: Vicki Hollub] [added: | Vicki Hollub President and] Chief Executive Officer [removed: and President] | [removed: | 59 |] [added: 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. |
| [removed: Cedric] [added: | Cedric] W. [removed: Burgher] [added: Burgher] Chief Financial Officer and Senior Vice President | [removed: | 58 |] [added: 59] | Senior Vice President and Chief Financial Officer since May 2017; EOG Resources: Senior Vice President, Investor and Public Relations, [removed: 2014-2017,] [added: 2014-2017;] QR Energy [removed: L.P.;] [added: L.P.:] Chief Financial Officer, 2010-2014. |
| [removed: Edward] [added: | Edward] A. “Sandy” [removed: Lowe] [added: Lowe] Executive Vice President | [removed: | 67 |] [added: 68] | Executive Vice President since 2015; Group Chairman - Middle East since 2016; Senior Vice President, 2008-2015; President - Oxy Oil & Gas International, 2009-2016. |
| [removed: Marcia] [added: | Marcia] E. [removed: Backus] [added: Backus] Senior Vice President | [removed: | 64 |] [added: 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. |
| [removed: Glenn] [added: | Glenn] M. [removed: Vangolen] [added: Vangolen] Senior Vice President | [removed: | 59 |] [added: 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. |
[removed: Part II][added: Part II]
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| OXY 2019 FORM 10-K | 13 |
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| | 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. |
| | 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. |
| | 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. |
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| 14 | OXY 2019 FORM 10-K |
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|  | OTHER INFORMATION | |
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The next Annual Meeting of Stockholders is May 10, 2019.
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| Jennifer M. Kirk Vice President | | 44 | | Vice President, Controller and Principal Accounting Officer since 2014; Controller, Occidental Oil and Gas Corporation, 2012-2014. |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
15 rewritten, 36 added, 16 removed, 11 unchanged
[removed: MARKET] [added: | MARKET] INFORMATION, HOLDERS AND DIVIDEND [removed: POLICY][added: POLICY |]
[added: Occidental’s common stock is listed and traded on the New York Stock Exchange under the ticker symbol “OXY.”] The common stock was held by approximately [removed: 23,300] [added: 27,700] stockholders of record at January 31, [removed: 2019,] [added: 2020,] which does not include beneficial owners for whom Cede and Co. or others act as nominees.
[removed: Occidental's] [added: Occidental’s] current [removed: annual] [added: annualized] dividend rate of [removed: $3.12] [added: $3.16] per share has increased by over [removed: 500 percent] [added: 500%] since 2002.
[removed: SHARE] [added: | SHARE] REPURCHASE [removed: ACTIVITIES][added: ACTIVITIES |]
Occidental’s share repurchase activities for the year ended December 31, [removed: 2018,] [added: 2019,] were as follows:
| [removed: Period] [added: Period] | | [removed: Total] [added: Total] Number of Shares [removed: Purchased | |] [added: Purchased] | | | [removed: Average Price Paid per Share] | [added: Average Price Paid per Share] | | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly [removed: Announced Plans] [added: Announced Plans] or [removed: Programs |] [added: Programs] | | | | [removed: Maximum] [added: Maximum] Number of Shares that May Yet Be Purchased Under [removed: the Plans] [added: the Plans] or [removed: Programs] [added: Programs] | | | |
[removed: PERFORMANCE GRAPH][added: | PERFORMANCE GRAPH |]
The following graph compares the yearly percentage change in Occidental’s cumulative total return on its common stock with the cumulative total return of the Standard & [removed: Poor's] [added: Poor’s] 500 Stock Index (S&P 500), which [removed: Occidental is included in,] [added: includes Occidental,] and with that of Occidental’s peer group over the five-year period ended [removed: on] December 31, [removed: 2018.][added: 2019.]
The graph assumes that $100 was invested at the beginning of the five-year period shown in the graph below in: (i) Occidental common stock, (ii) the stock of the companies in the S&P 500, and (iii) each of the peer group [removed: companies'] [added: companies’] common stock weighted by their relative market [removed: values] [added: capitalization] within the peer group, and that all dividends were reinvested.
[removed: Occidental's] [added: Occidental’s] peer group consists of [removed: Anadarko Petroleum Corporation,] Apache Corporation, Canadian Natural Resources Limited, Chevron Corporation, ConocoPhillips, Devon Energy Corporation, EOG Resources Inc., ExxonMobil Corporation, Hess Corporation, Marathon Oil Corporation, Total S.A. and Occidental.
[removed: ][added: ]
| [removed: | 12/31/2013 | | | | | 12/31/2014 |] [added: Fiscal Year Ended December 31] | [added: 2014] | | | [removed: 12/31/2015] | [added: 2015] | | | | [removed: 12/31/2016] [added: 2016] | | | | [added: 2017] | [removed: 12/31/2017] | | | [added: 2018] | | [removed: 12/31/2018] | | [added: 2019] | | |
| Occidental | [removed: |] $ | 100 | | | [removed: |] $ | [removed: 91 |] [added: 87] | | | $ | [removed: 80 |] [added: 96] | | | $ | [removed: 88 |] [added: 104] | | | $ | [removed: 95 | |] [added: 91] | | [removed: $] | [removed: 83] [added: $] | [added: 65] | |
| Peer Group | [added: $] | 100 | | | [removed: | | 94 | | | | | 77] [added: $] | [added: 83] | | | [added: $] | [removed: 96] [added: 104] | | | [added: $] | [added: 107] | [removed: 99] | | [added: $] | [added: 95] | | [removed: 87] | [added: $] | [added: 103] | |
[removed: | (1) |] The cumulative total return of the peer group [removed: companies'] [added: companies’] common stock includes the cumulative total return of [removed: Occidental's] [added: Occidental’s] common stock. [removed: |]
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| 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. |
| OXY 2019 FORM 10-K | 15 |
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|  | OTHER INFORMATION | |
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| S&P 500 | $ | 100 | | | $ | 101 | | | $ | 113 | | | $ | 138 | | | $ | 132 | | | $ | 174 | |
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| 16 | OXY 2019 FORM 10-K |
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|  | OTHER INFORMATION | |
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Occidental's common stock is listed and traded on the New York Stock Exchange under the ticker symbol "OXY".
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| First Quarter 2018 | | | — | | | | | $ | — | | | | | — | | | | | | | |
| Second Quarter 2018 | | | 1,197,973 | | (a) | | | $ | 83.46 | | | | | 872,000 | | | | | | | |
| Third Quarter 2018 | | | 11,324,665 | | (a) | | | $ | 78.93 | | | | | 11,236,540 | | | | | | | |
| October 1 - 31, 2018 | | | 88,001 | | (a) | | | $ | 82.18 | | | | | — | | | | | | | |
| November 1 - 30, 2018 | | | 1,424,000 | | | | | $ | 73.12 | | | | | 1,424,000 | | | | | | | |
| December 1 - 31, 2018 | | | 3,327,217 | | | | | $ | 59.96 | | | | | 3,327,217 | | | | | | | |
| Fourth Quarter 2018 | | | 4,839,218 | | (a) | | | $ | 64.23 | | | | | 4,751,217 | | | | | | | |
| Total 2018 | | | 17,361,856 | | (a) | | | $ | 75.15 | | | | | 16,859,757 | | | | | 46,896,787 | | (b) |
| (a) | Includes purchases from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs. |
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| S&P 500 | | 100 | | | | | 114 | | | | | 115 | | | | | 129 | | | | | 157 | | | | | 150 | | | |
________________________________________________
Item 6. SELECTED FINANCIAL DATA
26 rewritten, 28 added, 7 removed, 6 unchanged
[removed: (in millions,] [added: | *millions,] except per-share [removed: amounts)][added: amounts* | 2019 (a) | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |]
| [removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS (a) | |] [added: OPERATIONS (b,c)] | | | | | | | | | | | | | | | | | | | |
| Net sales | [added: $] | [added: 20,393 | | |] $ | 17,824 | | | $ | 12,508 | | | $ | 10,090 | | | $ | 12,480 | | [removed: | $ | 19,312 | | |]
| Income (loss) from continuing operations | [added: $] | [added: (507 | ) | |] $ | 4,131 | | | $ | 1,311 | | | $ | (1,002 | ) | | $ | (8,146 | ) | [removed: | $ | (130 | ) | |]
| Net income (loss) attributable to common [removed: stock] [added: stockholders] | [added: $] | [added: (985 | ) | |] $ | 4,131 | | | $ | 1,311 | | | $ | (574 | ) | | $ | (7,829 | ) | [removed: | $ | 616 | | |]
| [removed: Basic earnings] [added: Net income] (loss) [removed: per common share] from continuing operations [added: attributable to common stockholders - basic per common share] | [added: $] | [added: (1.20 | ) | |] $ | 5.40 | | | $ | 1.71 | | | $ | (1.31 | ) | | $ | (10.64 | ) | [removed: | $ | (0.18 | ) | |]
| [removed: Basic earnings] [added: Net income] (loss) [added: attributable to common stockholders - basic] per common share | [added: $] | [added: (1.22 | ) | |] $ | 5.40 | | | $ | 1.71 | | | $ | (0.75 | ) | | $ | (10.23 | ) | [removed: | $ | 0.79 | | |]
| [removed: Diluted earnings] [added: Net income] (loss) [added: attributable to common stockholders - diluted] per common share | [added: $] | [added: (1.22 | ) | |] $ | 5.39 | | | $ | 1.70 | | | $ | (0.75 | ) | | $ | (10.23 | ) | [removed: | $ | 0.79 | | |]
| [removed: FINANCIAL POSITION (a) | |] [added: FINANCIAL POSITION (b)] | | | | | | | | | | | | | | | | | | | |
| Total assets | [added: $] | [added: 109,330 | | |] $ | 43,854 | | | $ | 42,026 | | | $ | 43,109 | | | $ | 43,409 | | [removed: | $ | 56,237 | | |]
| Long-term debt, net | [added: $] | [added: 38,537 | | |] $ | 10,201 | | | $ | 9,328 | | | $ | 9,819 | | | $ | 6,855 | | [removed: | $ | 6,816 | | |]
| Stockholders’ equity | [added: $] | [added: 34,232 | | |] $ | 21,330 | | | $ | 20,572 | | | $ | 21,497 | | | $ | 24,350 | | [removed: | $ | 34,959 | | |]
| [removed: MARKET CAPITALIZATION (b)] [added: MARKET CAPITALIZATION (d)] | [added: $] | [added: 36,846 | | |] $ | 45,998 | | | $ | 56,357 | | | $ | 54,437 | | | $ | 51,632 | | [removed: | $ | 62,119 | | |]
| [removed: CASH] [added: CASH] FLOW FROM CONTINUING [removed: OPERATIONS | |] [added: OPERATIONS (b,c)] | | | | | | | | | | | | | | | | | | | |
| [removed: Operating: | |] [added: Operating:] | | | | | | | | | | | | | | | | | | | |
| Cash flow from continuing operations | [added: $] | [added: 7,203 | | |] $ | 7,669 | | | $ | 4,861 | | | $ | 2,520 | | | $ | 3,251 | | [removed: | $ | 8,879 | | |]
| [removed: Investing: | |] [added: Investing:] | | | | | | | | | | | | | | | | | | | |
| Capital expenditures | [added: $] | [added: (6,355 | ) | |] $ | (4,975 | ) | | $ | (3,599 | ) | | $ | (2,717 | ) | | $ | (5,272 | ) | [removed: | $ | (8,930 | ) | |]
| Cash provided (used) by all other [removed: investing] [added: financing] activities, net | [removed: | $] [added: $] | [removed: 1,769] [added: 431] | | | $ | [removed: 520] [added: 9] | | | $ | [removed: (2,026] [added: —] | [removed: )] | | $ | [removed: (148] [added: —] | [removed: )] | | $ | [removed: 2,678 |] [added: —] | |
| [removed: Financing: | |] [added: Financing:] | | | | | | | | | | | | | | | | | | | |
| Cash dividends paid | [added: $] | [added: (2,624 | ) | |] $ | (2,374 | ) | | $ | (2,346 | ) | | $ | (2,309 | ) | | $ | (2,264 | ) | [removed: | $ | (2,210 | ) | |]
| Purchases of treasury stock | [added: $] | [added: (237 | ) | |] $ | (1,248 | ) | | $ | (25 | ) | | $ | (22 | ) | | $ | (593 | ) | [removed: | $ | (2,500 | ) | |]
| [removed: DIVIDENDS] [added: DIVIDENDS] PER COMMON [removed: SHARE] [added: SHARE] | [added: $] | [added: 3.14 | | |] $ | 3.10 | | | $ | 3.06 | | | $ | 3.02 | | | $ | 2.97 | | [removed: | $ | 2.88 | | |]
| [removed: WEIGHTED AVERAGE] [added: WEIGHTED-AVERAGE] BASIC SHARES [removed: OUTSTANDING (millions)] [added: OUTSTANDING] | [added: 810] | [added: | | |] 762 | | | | 765 | | | | 764 | | | | 766 | | | [removed: | 781 | | | |]
| [removed: (a)] [added: (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 [removed: items] [added: charges] affecting comparability. |
| [removed: (b)] [added: (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. |
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| 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 | ) |
| 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 | |
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| (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. |
| (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. |
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| OXY 2019 FORM 10-K | 17 |
| | | |
| --- | --- | --- |
| | | |
|  | MANAGEMENT’S DISCUSSION AND ANALYSIS | |
| | |
| --- | --- |
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
| | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As of and for the years ended December 31, | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | |
| Cash provided by all other financing activities, net | | $ | 520 | | | $ | 28 | | | $ | 1,529 | | | $ | 1,515 | | | $ | 6,403 | | |
Note: The statements of income and cash flows related to California Resources have been treated as discontinued operations for all periods presented.
The assets and liabilities of California Resources were removed from Occidental's consolidated balance sheet as of November 30, 2014.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
941 rewritten, 1,788 added, 463 removed, 883 unchanged
[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report of Independent Registered Public Accounting Firm]
To the Stockholders and Board of Directors [removed: Occidental Petroleum Corporation:]
[removed: Opinion] [added: *Opinion] on the Consolidated Financial [removed: Statements][added: Statements*]
We have audited the accompanying consolidated balance sheets of Occidental Petroleum Corporation and subsidiaries (the [removed: “Company”)] [added: Company)] as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the [removed: three-year] [added: three year] period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, [removed: “the] [added: the] consolidated financial [removed: statements”).][added: statements).]
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the years in the [removed: three-year] [added: three year] period ended December 31, [removed: 2018,] [added: 2019,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”),] [added: (PCAOB),] the Company’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 21, 2019] [added: 27, 2020] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
[removed: Basis] [added: *Basis] for [removed: Opinion][added: Opinion*]
[removed: Opinion] [added: *Opinion] on Internal Control Over Financial [removed: Reporting][added: Reporting*]
We have audited Occidental Petroleum Corporation and [removed: subsidiaries’] [added: subsidiaries*’*] (the [removed: “Company”)] [added: Company)] internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB"),] [added: (PCAOB),] the consolidated balance sheets of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, [removed: “the] [added: the] consolidated financial [removed: statements”),] [added: statements),] and our report dated February [removed: 21, 2019] [added: 27, 2020] expressed an unqualified opinion on those consolidated financial statements.
[removed: Definition] [added: *Definition] and Limitations of Internal Control [removed: over] [added: Over] Financial [removed: Reporting][added: Reporting*]
| [removed: Consolidated] [added: Consolidated] Balance [removed: Sheets] [added: Sheets] | Occidental Petroleum Corporation and Subsidiaries |
| [removed: (in millions)] [added: *millions*] | | [added: 2019 | | |]
| [removed: Assets at] December 31, [added: 2018] | | [removed: 2018] | | | | [removed: 2017] | | | [added: | | | | | | | | | | | |]
| [removed: CURRENT ASSETS] [added: CURRENT ASSETS] | | | | | | | | |
| Cash and cash equivalents | | [removed: $] [added: $] | [removed: 3,033] [added: 3,032] | | | $ | [removed: 1,672] [added: 3,033] | |
| Trade receivables, net of reserves of [removed: $21] [added: $19] in [removed: 2018] [added: 2019] and [removed: $16] [added: $21] in [removed: 2017] [added: 2018] | | [removed: 4,893] [added: 6,373] | | | | [removed: 4,145] [added: 4,893] | | |
| Inventories | | [removed: 1,260] [added: 1,447] | | | | [removed: 1,246] [added: 1,260] | | |
| Assets held for sale | | [removed: —] [added: 6,026] | | | | [removed: 474] [added: —] | | |
| Other current assets | | [removed: 746] [added: 1,323] | | | | [removed: 733] [added: 746] | | |
| Total current assets | | [removed: 9,932] [added: 18,681] | | | | [removed: 8,270] [added: 9,932] | | |
[removed: | INVESTMENTS | | | | | | | | |][added: EQUITY INVESTMENTS]
| [removed: Investment in unconsolidated entities] [added: INVESTMENTS IN UNCONSOLIDATED ENTITIES] | | [removed: 1,680] [added: 6,389] | | | | [removed: 1,515] [added: 1,680] | | |
| [removed: PROPERTY,] [added: PROPERTY,] PLANT AND [removed: EQUIPMENT] [added: EQUIPMENT] | | | | | | | | |
[removed: | Oil and gas segment | | 58,799 | | | | 53,409 | | |][added: OIL AND GAS SEGMENT]
| Chemical segment | | [removed: 7,001] [added: 7,172] | | | | [removed: 6,847] [added: 7,001] | | |
| [removed: Midstream] [added: Marketing] and [removed: marketing] [added: midstream] segment | | [removed: 8,070] [added: 8,176] | | | | [removed: 9,493] [added: 8,070] | | |
| Corporate | | [removed: 550] [added: 1,118] | | | | [removed: 497] [added: 550] | | |
| Accumulated depreciation, depletion and amortization | | [removed: (42,983] [added: (41,878] | | [removed: )] [added: )] | | [removed: (39,072] [added: (42,983] | | ) |
| [added: Total] | | [added: $ | 80,469 | | | $ |] 31,437 | | | [added: $] | 31,174 | | [removed: |]
| [removed: LONG-TERM] [added: LONG-TERM] RECEIVABLES AND OTHER ASSETS, [removed: NET] [added: NET] | | [removed: 805] [added: 2,406] | | | | [removed: 1,067] [added: 805] | | |
| [removed: TOTAL ASSETS] [added: TOTAL ASSETS] | | [removed: $] [added: $] | [removed: 43,854] [added: 109,330] | | | $ | [removed: 42,026] [added: 43,854] | |
| [removed: (in millions,] [added: *millions] except share and per-share [removed: amounts)] [added: amounts*] | | [added: 2019 | | | | 2018 | | |]
| [removed: Liabilities and Stockholders’ Equity at December 31,] [added: LIABILITIES AND EQUITY] | | [removed: 2018] | | | | [removed: 2017] | | |
| [removed: CURRENT LIABILITIES] [added: CURRENT LIABILITIES] | | | | | | | | |
| Current maturities of long-term debt | | [removed: $] [added: $] | [removed: 116] [added: 51] | | | $ | [removed: 500] [added: 116] | |
| Accounts payable | | [removed: 4,885] [added: 7,017] | | | | [removed: 4,408] [added: 4,885] | | |
| Accrued liabilities | | [removed: 2,411] [added: 5,302] | | | | [removed: 2,492] [added: 2,411] | | |
| Total current liabilities | | [removed: 7,412] [added: 14,949] | | | | [removed: 7,400] [added: 7,412] | | |
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | PAGE |
| [Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements](#s01883868263C58A3924ACF2EF0F7842B) | [54](#s01883868263C58A3924ACF2EF0F7842B) |
| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#s87AF8C71F1B755EA9B4E44A75E9C5FBA) | [57](#s87AF8C71F1B755EA9B4E44A75E9C5FBA) |
| [Consolidated Balance Sheets](#s2421EFD48FFD594584732EFB1E48A44B) | [58](#s2421EFD48FFD594584732EFB1E48A44B) |
| [Consolidated Statements of Operations](#s0EE7E8128C8556DDB4ED45E792FA0668) | [60](#s0EE7E8128C8556DDB4ED45E792FA0668) |
| [Consolidated Statements of Comprehensive Income](#s659DFD4F1E2A5817A2491B4652124B93) | [61](#s659DFD4F1E2A5817A2491B4652124B93) |
| [Consolidated Statements of Stockholders’ Equity](#s62D505CECEFA573BB7D99B722F968D8C) | [62](#s62D505CECEFA573BB7D99B722F968D8C) |
| [Consolidated Statements of Cash Flows](#sD0F2241E3B04535C9139A5351BD83399) | [63](#sD0F2241E3B04535C9139A5351BD83399) |
| [Notes to Consolidated Financial Statements](#s1A15CAB608C45D869D24A94E99009DBD) | [64](#s1A15CAB608C45D869D24A94E99009DBD) |
| [Note 1 - Summary of Significant Accounting Policies](#s63510F39DF80523EB1C01CD37D5FE4AA) | [64](#s63510F39DF80523EB1C01CD37D5FE4AA) |
| [Note 2 - Accounting and Disclosure Changes](#s50E413D8F258596AB9A63E898D657C82) | [73](#s50E413D8F258596AB9A63E898D657C82) |
| Note 3 - The Acquisition | [74](#sc23ed1a9dd6c4605b22f8c71c95f834a) |
| [Note 4 - Acquisitions, Dispositions and Other Transactions](#sBEE6D2DBF3CF5B3E9AED89D65250F8B1) | [78](#sBEE6D2DBF3CF5B3E9AED89D65250F8B1) |
| [Note 5 - Revenue](#s9FABE5B4E4F15111B323F46372168C83) | [80](#s9FABE5B4E4F15111B323F46372168C83) |
| [Note 6 - Inventories](#s5D3625CAA0D853F0BFC54ED422AAD5DF) | [82](#s5D3625CAA0D853F0BFC54ED422AAD5DF) |
| [Note 7 - Long-term Debt](#s6DAC0B7057E754158214001CB19E7E57) | [83](#s6DAC0B7057E754158214001CB19E7E57) |
| [Note 8 - Lease Commitments](#sBAE997922608555B8C6C8DEDAC751E43) | [85](#sBAE997922608555B8C6C8DEDAC751E43) |
| [Note 9 - Derivatives](#s359E039131CB583FA0F27BCD09F91055) | [88](#s359E039131CB583FA0F27BCD09F91055) |
| [Note 10 - Environmental Liabilities and Expenditures](#sB715F0617F08502C93D0E4A4804A8121) | [91](#sB715F0617F08502C93D0E4A4804A8121) |
| [Note 11 - Lawsuits, Claims, Commitments and Contingencies](#s9B5C9FD68DE054A8A11DD3C778EF36D0) | [93](#s9B5C9FD68DE054A8A11DD3C778EF36D0) |
| [Note 14 - Stock-Based Incentive Plans](#sFC1E644EB7445750AB3395721E1D52EA) | [98](#sFC1E644EB7445750AB3395721E1D52EA) |
| [Note 15 - Retirement and Postretirement Benefit Plans](#s84DB1C72BCA4561B9FCBE84AF4B116E4) | [100](#s84DB1C72BCA4561B9FCBE84AF4B116E4) |
| [Note 16 - Investments and Related-Party Transactions](#sEAD53DC760B25F7788FB26DD45DA006F) | [104](#sEAD53DC760B25F7788FB26DD45DA006F) |
| [Note 17 - Fair Value Measurements](#sA3F86DA096495B6B85379DF5205D9958) | [104](#sA3F86DA096495B6B85379DF5205D9958) |
| [Note 18 - Industry Segments and Geographic Areas](#sC5C39B6B967851F0AB06282B7083A46C) | [105](#sC5C39B6B967851F0AB06282B7083A46C) |
| [Quarterly Financial Data (Unaudited)](#sB40CEC173C7C57A0AAE83BB7C35C227B) | [108](#sB40CEC173C7C57A0AAE83BB7C35C227B) |
| [Supplemental Oil and Gas Information (Unaudited)](#s8BB02B11F24F55A0AF5510F9AAF3AA2B) | [109](#s8BB02B11F24F55A0AF5510F9AAF3AA2B) |
| [Schedule II – Valuation and Qualifying Accounts](#sDA90C2F499925A5786D601CD54C298AE) | [124](#sDA90C2F499925A5786D601CD54C298AE) |
| OXY 2019 FORM 10-K | 53 |
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|  | FINANCIAL STATEMENTS REPORT | |
Occidental Petroleum Corporation:
*Change in Accounting Principle*
As discussed in Notes 2 and 8 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, *Leases*.
*Critical Audit Matters*
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| 54 | OXY 2019 FORM 10-K |
February 21, 2019
| | | 74,420 | | | | 70,246 | | |
| | | 4,911 | | | | 4,726 | | |
| Cost of sales (excludes depreciation, depletion, and amortization of $3,976 in 2018, $4,000 in 2017, and $4,266 in 2016) | | 6,568 | | | | 5,594 | | | | 5,189 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2015 | | $ | 178 | | | $ | (9,121 | ) | | $ | 7,640 | | | $ | 25,960 | | | $ | (307 | ) | | $ | 24,350 | |
| Net loss | | — | | | | — | | | | — | | | | (574 | | ) | | — | | | | (574 | | ) |
| Dividends on common stock | | — | | | | — | | | | — | | | | (2,405 | | ) | | — | | | | (2,405 | | ) |
| Other, net | | (182 | | ) | | 59 | | | | (170 | | ) |
Occidental's principal businesses consist of three segments.
Additionally, the midstream and marketing segment invests in entities that conduct similar activities.
Cash equivalents are short-term, highly liquid investments that are readily convertible to cash.
Cash equivalents were approximately $2.6 billion and $1.3 billion at December 31, 2018, and 2017, respectively.
In the year ended December 31, 2016, restricted cash, which was the result of the separation of California Resources, was used to retire debt and pay dividends.
Otherwise, Occidental charges the costs of the related wells to expense.
In some cases, a determination of proved reserves cannot be made at the completion of drilling, requiring additional testing and evaluation of the wells.
Occidental generally expenses the costs of such exploratory wells if a determination of proved reserves has not been made within a 12\-month period after drilling is complete.
Occidental has no proved oil and gas reserves for which the determination of economic producibility is subject to the completion of major additional capital expenditures.
of future product prices, contractual prices, estimates of risk-adjusted oil and gas reserves and estimates of future operating and development costs.
Capitalized costs attributable to the properties become subject to DD&A when proved reserves are assigned to the property.
IMPAIRMENTS AND RELATED ITEMS
Due to the decline in crude oil prices in late 2018, management performed an impairment test of its proved oil and gas properties.
In Oman, while undiscounted estimated future cash flows exceeded net book value, future declines in cash flows could result in a future impairment.
At December 31, 2018, Occidental's net proved properties balance in Qatar ISND and ISSD and Oman were $149 million and $1.7 billion, respectively.
In 2016, Occidental's oil and gas segment recorded net impairment and related charges of $46 million related to the exit from Libya, Iraq and non-core domestic areas, as well as commodity price declines.
The Midstream segment recorded charges related to the termination of crude oil supply contracts at a cost of $160 million.
Other impairments of $619 million included costs related to the California Resources spin-off and an allowance for doubtful accounts related to environmental sites indemnified by Maxus described in Note 9.
Occidental recorded a reserve against this receivable due to the uncertainty of collection as a result of the Maxus bankruptcy.
of remediation costs reflecting its working interest; or (3) contractual arrangements, typically relating to purchases and sales of properties, in which the parties to the transaction agree to methods of allocating remediation costs.
| Revisions to estimated cash flows – changes in PP&E | | 147 | | | | 5 | | |
In March 2018, Occidental issued $1.0 billion of 4.2\-percent senior notes due 2048.
Occidental received net proceeds of approximately $985 million.
Interest on the notes is payable semi-annually in arrears in March and September of each year, beginning on September 15, 2018.
The proceeds were used to refinance the repayment of the $500 million aggregate principal amount of Occidental's 1.5\-percent senior notes due in February 2018, with the remainder used for general corporate purposes.
In January 2018, Occidental entered into a five\-year,$3.0 billion revolving credit facility (2018 Credit Facility), replacing the previous credit facility that was scheduled to expire in August 2019.
2016
In 2016, Occidental completed its exit of non-core operations in Bahrain, Iraq, Libya and Yemen.
In November 2016, Occidental issued $1.5 billion of senior notes, comprised of $750 million of 3.0\-percent senior notes due 2027 and $750 million of 4.1\-percent senior notes due 2047.
Occidental received net proceeds of $1.49 billion.
An excerpt. Shown here: 40 of 941 rewritten, 40 of 1,788 added and 40 of 463 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2019 filing and the FY2018 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
0 rewritten, 0 added, 2 removed, 1 unchanged
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| --- | --- |
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 12 added, 0 removed, 9 unchanged
[removed: MANAGEMENT'S] [added: | MANAGEMENT’S] ANNUAL ASSESSMENT OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING |]
Management has assessed the effectiveness of Occidental’s internal control system as of December 31, [removed: 2018,] [added: 2019,] based on the criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management believes that, as of December 31, [removed: 2018,] [added: 2019,] Occidental’s system of internal control over financial reporting is effective.
[removed: DISCLOSURE] [added: | DISCLOSURE] CONTROLS AND [removed: PROCEDURES][added: PROCEDURES |]
[removed: Occidental's] [added: Occidental’s] President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer supervised and participated in [removed: Occidental's] [added: Occidental’s] evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934 (Exchange Act))] [added: Act)] as of the end of the period covered by this report.
Based upon that evaluation, [removed: Occidental's] [added: Occidental’s] President and Chief Executive Officer and Senior Vice President and Chief Financial Officer concluded that [removed: Occidental's] [added: Occidental’s] disclosure controls and procedures were effective as of December 31, [removed: 2018.][added: 2019.]
[removed: There] [added: Except as described below, there] has been no change in [removed: Occidental's] [added: Occidental’s] internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of [removed: 2018] [added: 2019] that has materially affected, or is reasonably likely to materially affect, [removed: Occidental's] [added: Occidental’s] internal control over financial reporting.
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| --- |
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| --- |
| |
In the third quarter of 2019, Occidental started the process of integrating Anadarko into its operations and internal control processes, resulting in some of Anadarko’s historical internal controls being superseded by Occidental’s internal controls.
Management will continue to integrate Anadarko’s historical internal controls over financial reporting with Occidental’s internal controls over financial reporting.
This integration may lead to changes in Occidental’s or Anadarko’s historical internal controls over financial reporting in future fiscal periods.
Occidental is also in the process of implementing a new Enterprise Resource Planning (ERP) system which was implemented in January 2020.
Occidental intends to integrate Anadarko’s internal control processes into Occidental’s internal control processes in conjunction with implementation of the ERP system.
Management expects the integration process to be completed during 2021.
Item 9B. OTHER INFORMATION
1 rewritten, 4 added, 0 removed, 3 unchanged
[removed: Part III][added: Part III]
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| OXY 2019 FORM 10-K | 125 |
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| --- | --- |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
4 rewritten, 0 added, 0 removed, 5 unchanged
The Code applies to the President and Chief Executive Officer; Senior Vice President and Chief Financial Officer; Vice President, [removed: Controller and Principal] [added: Chief] Accounting [removed: Officer;] [added: Officer] and [added: Controller; and] persons performing similar functions (Key Personnel).
Occidental will satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code with respect to its Key Personnel or directors by disclosing the nature of that amendment or waiver on its [removed: website.][added: website within four business days following the date of the amendment or waiver.]
The list of [removed: Occidental's] [added: Occidental’s] executive officers and related information under [removed: "Executive Officers"] [added: “Information About Our Executive Officers”] set forth in Part I of this report is incorporated by reference herein.
The information required by this Item 10 is incorporated herein by reference from Occidental’s definitive Proxy [removed: Statement, relating to its May 10, 2019, Annual Meeting of Stockholders,] [added: Statement] to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, [removed: 2018.][added: 2019.]
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 3 unchanged
The information required by this Item 11 is incorporated herein by reference from Occidental’s definitive Proxy [removed: Statement, relating to its May 10, 2019, Annual Meeting of Stockholders,] [added: Statement] to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, [removed: 2018.][added: 2019.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
5 rewritten, 4 added, 1 removed, 15 unchanged
[removed: SECURITIES] [added: | SECURITIES] AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION [removed: PLANS][added: PLANS |]
The aggregate number of shares of Occidental common stock authorized for issuance under such plans is approximately 80 million, of which approximately [removed: 6.8] [added: 6.6] million had been reserved for issuance through December 31, [removed: 2018.][added: 2019.]
| 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 [added: reflected] in column (a)) |
| (1) | [removed: Includes] [added: 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. |
The information required by this Item 12 is incorporated herein by reference from Occidental’s definitive Proxy [removed: Statement, relating to its May 10, 2019, Annual Meeting of Stockholders,] [added: Statement] to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, [removed: 2018.][added: 2019.]
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| --- |
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| 7,450,436 (1) | | | $79.98 (2) | | | 52,452,301 (3) | |
| 7,808,913 (1) | | | 79.98 (2) | | | 57,319,387 (3) | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 4 added, 0 removed, 2 unchanged
The information required by this Item 13 is incorporated herein by reference from Occidental’s definitive Proxy [removed: Statement, relating to its May 10, 2019, Annual Meeting of Stockholders,] [added: Statement] to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, [removed: 2018.][added: 2019.]
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| 126 | OXY 2019 FORM 10-K |
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| --- | --- |
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this Item 14 is incorporated herein by reference from Occidental’s definitive Proxy [removed: Statement, relating to its May 10, 2019, Annual Meeting of Stockholders,] [added: Statement] to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, [removed: 2018.][added: 2019.]
[removed: Part IV][added: Part IV]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
52 rewritten, 36 added, 16 removed, 21 unchanged
[removed: (a)] [added: (a)] (1) and (2).
Financial Statements and Financial Statement [removed: Schedule][added: Schedule]
[removed: Exhibits][added: Exhibits]
| [removed: 2.1*] [added: 2.2] | [removed: [Separation and Distribution Agreement by] [added: [Purchase] and [added: Sale Agreement, dated as of August 3, 2019,] between Occidental Petroleum Corporation and [removed: California Resources Corporation, dated November 25, 2014] [added: Total S.A.] (filed as Exhibit 2.1 to the Current Report on Form 8-K of Occidental [removed: dated November 25, 2014 (date of earliest event reported),] filed [removed: December 1, 2014,] [added: on August 5, 2019,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746814000082/exhibit21.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000095015719000836/ex2-1.htm)] |
| [removed: 3.(i)*] [added: 3.(i)] | [Restated Certificate of Incorporation of Occidental, dated November 12, 1999, and Certificates of Amendment thereto dated May 5, 2006, May 1, 2009, and May 2, 2014 (filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Occidental dated May 1, 2015, File No. 333-203801).](http://www.sec.gov/Archives/edgar/data/797468/000119312515166437/d913638dex41.htm) |
| [removed: 3.(i)(a)*] [added: 3.(i)(a)] | [Certificate of Change of Location of Registered Office and of Registered Agent, dated July 6, 2001 (filed as Exhibit 3.1(i) to the Registration Statement on Form S-3 of Occidental dated February 6, 2002, File No. 333-82246).](http://www.sec.gov/Archives/edgar/data/797468/000091205702004192/a2068676zex-3_1i.htm) |
| [removed: 3.(ii)*] [added: 10.19] | [removed: [Bylaws of Occidental,] [added: [Occidental Petroleum Corporation 2005 Long-Term Incentive Plan,] as amended through October [removed: 8, 2015] [added: 13, 2010] (filed as Exhibit [removed: 3.(ii)] [added: 10.1] to the Current Report on Form 8-K of Occidental [removed: dated October 8, 2015 (date of earliest event reported),] filed [added: on] October 14, [removed: 2015,] [added: 2010,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000119312515343757/d46127dex3ii.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000110465910052245/a10-19335_1ex10d1.htm)] |
| [removed: 4.1*] [added: 10.42] | [removed: [Indenture,] [added: [Amended and Restated Revolving Credit Agreement,] dated as of [removed: August 18, 2011, between] [added: June 3, 2019, among] Occidental Petroleum [added: Corporation, the lenders party thereto] and [removed: The Bank of New York Mellon Trust Company, N.A.] [added: JPMorgan Chase Bank, N.A., as Administrative Agent] (filed as Exhibit [removed: 4.1] [added: 10.2] to the Current Report on Form 8-K of Occidental dated August [removed: 15, 2011] [added: 8, 2019] (date of earliest event reported), [added: filed August 8, 2019,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000104746911007518/a2205339zex-4_1.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000095015719000864/ex10-2.htm)] |
| [removed: 4.2*] [added: 10.40] | [removed: [Indenture (Senior Debt Securities), dated as] [added: [Memorandum] of [removed: April 1, 1998,] [added: Understanding, dated May 3, 2019,] between Occidental [added: Petroleum Corporation] and [removed: The Bank of New York, as Trustee] [added: TOTAL S.A.] (filed as Exhibit [removed: 4] [added: 10.2] to the Registration Statement on Form [removed: S-3] [added: S-4/A] of Occidental dated [removed: May 7, 1998,] [added: July 3, 2019,] File No. [removed: 333-52053).](http://www.sec.gov/Archives/edgar/data/797468/0000898430-98-001765.txt)] [added: 333-232001).](http://www.sec.gov/Archives/edgar/data/797468/000114036119012448/nt10002240x2_ex10-2.htm)] |
| Instruments defining the rights of holders of other long-term debt of Occidental and its subsidiaries are not being filed since the total amount of securities authorized under each of such instruments does not exceed [removed: 10 percent] [added: 10%] of the total assets of Occidental and its subsidiaries on a consolidated basis. Occidental agrees to furnish a copy of any such instrument to the Commission upon request. | |
| All of the Exhibits numbered 10.1 to [removed: 10.42] [added: 10.38] are management contracts and compensatory plans required to be identified specifically as responsive to Item 601(b)(10)(iii)(A) of Regulation S-K pursuant to Item 15(b) of Form 10-K. | |
| 10.1 | [Occidental Petroleum Corporation Savings Plan, Amended and Restated as of January 1, [removed: 2018.](https://www.sec.gov/Archives/edgar/data/797468/000079746819000004/oxyex10110k12312018.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/797468/000079746820000004/oxyex10110k12312019sav.htm)] |
| 10.2 | [Occidental Petroleum Corporation Modified Deferred Compensation Plan, Amended and Restated as of January 1, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/797468/000079746819000004/oxyex10210k12312018mdcpame.htm)] [added: 2019 (filed as Exhibit 10.2 to the Annual Report on Form 10-K of Occidental for the fiscal year ended December 31, 2018, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746819000004/oxyex10210k12312018mdcpame.htm)] |
| [removed: 10.3*] [added: 10.3] | [Occidental Petroleum Corporation Supplemental Retirement Plan II, Amended and Restated as of January 1, 2018 (filed as Exhibit 10.3 to the Annual Report on Form 10-K of Occidental for the fiscal year ended December 31, 2017, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746818000005/oxyex10310k123117srp2.htm) |
| [removed: 10.4*] [added: 10.4] | [Form of 2018 Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Total Shareholder Return Incentive Award (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended March 31, 2018, File No.1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746818000008/oxyex101q12018tsr.htm) |
| [removed: 10.5*] [added: 10.5] | [Form of 2018 Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Restricted Stock Unit Incentive Award (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended March 31, 2018, File No.1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746818000008/oxyex102q12018rsu.htm) |
| [removed: 10.6*] [added: 10.6] | [Form of 2018 Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Cash Return on Capital Employed Incentive Award (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended March 31, 2018, File No.1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746818000008/oxyex103q12018roce.htm) |
| [removed: 10.7*] [added: 10.7] | [Form of Amendment to Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Notice of Grant of Performance Retention Incentive Award (filed as Exhibit 10.4 to the Annual Report on Form 10-K of Occidental for the fiscal year ended December 31, 2017, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746818000005/oxyex10410k123117priamendm.htm) |
| [removed: 10.8*] [added: 10.8] | [Occidental Petroleum Corporation Executive Incentive Compensation Plan, Amended and Restated as of January 1, 2016. (filed as Exhibit 10.4 to the Annual Report on Form 10-K of Occidental for the fiscal year ended December 31, 2016, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746817000003/secg4_oxyexecutiveincentiv.htm) |
| [removed: 10.9*] [added: 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). |
| [removed: 10.10*] [added: 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). |
| [removed: 10.12*] [added: 10.11] | [Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (filed as Exhibit 4.5 to the Registration Statement on Form S-8 of Occidental dated May 1, 2015, File No. 333-203801).](http://www.sec.gov/Archives/edgar/data/797468/000119312515166437/d913638dex45.htm) |
| [removed: 10.13*] [added: 10.12] | [Form of Occidental Petroleum Corporation Amendment to Senior Executive Supplemental Life Insurance Plan (Effective as of January 1, 1986, Amended and Restated Effective as of January 1, 1996) (filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended September 30, 2008, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000110465908067838/a08-27414_1ex10d5.htm) |
| [removed: 10.14*] [added: 10.13] | [Form of Occidental Petroleum Corporation Amendment to Senior Executive Survivor Benefit Plan (Effective as of January 1, 1986, Amended and Restated Effective as of January 1, 1996) (filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended September 30, 2008, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000110465908067838/a08-27414_1ex10d6.htm) |
| [removed: 10.15*] [added: 10.14] | [First Amendment to the Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended September 30, 2016, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746816000039/oxyexhibit10110q93016.htm) |
| [removed: 10.16*] [added: 10.15] | [Second Amendment to the Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (filed as Exhibit 4.5 to the Registration Statement on Form S-8 of Occidental filed May 4, 2018, File No. 333-224691).](http://www.sec.gov/Archives/edgar/data/797468/000119312518152946/d559771dex45.htm) |
| [removed: 10.17*] [added: 10.16] | [Form of 2016 Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Common Stock Unit Award For Non-Employee Directors (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended June 30, 2016, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746816000036/oxyexhibit10110q63016.htm) |
| [removed: 10.18*] [added: 10.17] | [Form of 2016 Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Restricted Stock Unit Incentive Award (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended June 30, 2016, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746816000036/oxyexhibit10310q63016.htm) |
| [removed: 10.19*] [added: 10.27] | [removed: [Form of 2016 Occidental] [added: [Occidental] Petroleum Corporation 2015 Long-Term Incentive Plan [added: Form of Notice of Grant of] Total Shareholder Return Incentive Award (filed as Exhibit [removed: 10.4] [added: 10.9] to the Quarterly Report on Form 10-Q of Occidental for the [removed: quarterly period] [added: fiscal quarter] ended June 30, [removed: 2016,] [added: 2015,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746816000036/oxyexhibit10410q63016.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit1092015noticeofgran.htm)] |
| [removed: 10.20*] [added: 10.18] | [Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Notice of Grant of Restricted Stock Unit Incentive Award (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended March 31, 2016, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746816000023/oxyexhibit10110q33116.htm) |
| [removed: 10.21*] [added: 10.33] | [removed: [Occidental] [added: [Anadarko] Petroleum Corporation [removed: 2001 Incentive Compensation] [added: Savings Restoration] Plan [removed: (as amended through September 12, 2002)] [added: (As Amended and Restated Effective August 8, 2019)] (filed as Exhibit [removed: 10.2] [added: 10.5] to the Quarterly Report on Form 10-Q of Occidental for the [removed: quarterly period] [added: Quarterly Period] ended September 30, [removed: 2002,] [added: 2019,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746802000087/ex102-20021112.txt)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746819000016/oxyexhibit10510q93019.htm)] |
| [removed: 10.22*] [added: 10.23] | [Occidental Petroleum Corporation 2005 Long-Term Incentive [removed: Plan, as amended through October 13, 2010] [added: Plan Restricted Stock Incentive Award Terms and Conditions] (filed as Exhibit 10.1 to the Current Report on Form 8-K of Occidental [removed: dated October 13, 2010 (date of earliest event reported),] filed [removed: October 14, 2010,] [added: on July 16, 2013,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000110465910052245/a10-19335_1ex10d1.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746813000063/ex10_1-20130710.htm)] |
| [removed: 10.23*] [added: 10.22] | [removed: [Sign-on agreement with Chief Financial Officer] [added: [Form of 2017 Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Restricted Stock Unit Incentive Award] (filed as Exhibit [removed: 10.4] [added: 10.1] to the Quarterly Report on Form 10-Q of Occidental for the quarterly period ended [removed: June 30,] [added: March 31,] 2017, File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746817000019/oxyexhibit10410q6302017.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746817000007/oxyexhibit10133117rsu.htm)] |
| [removed: 10.24*] [added: 10.20] | [Description of financial counseling program (filed as Exhibit 10.50 to the Annual Report on Form 10-K of Occidental for the fiscal year ended December 31, 2003, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746804000033/ex1050-20031231.txt) |
| [removed: 10.25*] [added: 10.21] | [Description of group excess liability insurance program (filed as Exhibit 10.51 to the Annual Report on Form 10-K of Occidental for the fiscal year ended December 31, 2003, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746804000033/ex1051-20031231.txt) |
| [removed: 10.26*] [added: 10.28] | [Form of [removed: 2017] Occidental Petroleum Corporation 2015 Long-Term Incentive Plan [removed: Restricted] [added: Common] Stock Unit [removed: Incentive] Award [added: For Non-Employee Directors Grant Agreement] (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of Occidental for the [removed: quarterly period] [added: fiscal quarter] ended [removed: March 31, 2017,] [added: June 30, 2015,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746817000007/oxyexhibit10133117rsu.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit101directorcommonst.htm)] |
| [removed: 10.27*] [added: 10.29] | [Form of [removed: Restricted Stock Award for Non-Employee Directors under] Occidental Petroleum Corporation [removed: 2005] [added: 2015] Long-Term Incentive Plan [added: Common Stock Award For Non-Employee Directors Grant Agreement] (filed as Exhibit [removed: 10.1] [added: 10.2] to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended [removed: March 31, 2012,] [added: June 30, 2015,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746812000023/ex10_1-20121q.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit102directorcommonst.htm)] |
| [removed: 10.28*] [added: 10.26] | [removed: [Form of Restricted Stock Unit Award for Non-Employee Directors under Occidental] [added: [Occidental] Petroleum Corporation [removed: 2005] [added: 2015] Long-Term Incentive Plan [added: Form of Notice of Grant of Performance Retention Incentive Award] (filed as Exhibit [removed: 10.2] [added: 10.5] to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended [removed: March 31, 2012,] [added: June 30, 2015,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746812000023/ex10_2-20121q.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit1052015noticeofgran.htm)] |
| [removed: 10.29*] [added: 10.24] | [Occidental Petroleum Corporation 2005 Long-Term Incentive Plan Restricted Stock Incentive Award Terms and Conditions [added: (Performance-Based)] (filed as Exhibit [removed: 10.1] [added: 10.2] to the Current Report on Form 8-K of Occidental [removed: dated July 10, 2013 (date of earliest event reported),] filed [added: on] July [removed: 16,] [added: 26,] 2013, File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746813000063/ex10_1-20130710.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746813000073/ex10_2-20130722.htm)] |
| [removed: 10.30*] [added: 10.25] | [removed: [Occidental] [added: [Form of Occidental] Petroleum Corporation 2005 Long-Term Incentive Plan [removed: Restricted] [added: Nonstatutory] Stock [removed: Incentive] [added: Option] Award Terms and Conditions [removed: (Performance-Based)] (filed as Exhibit [removed: 10.2] [added: 10.73] to the [removed: Current] [added: Annual] Report on Form [removed: 8-K of Occidental dated July 22, 2013 (date of earliest event reported), filed July 26, 2013,] [added: 10-K for the fiscal year ended December 31, 2014,] File No. [removed: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746813000073/ex10_2-20130722.htm)] [added: 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000003/oxyex10110k12312014.htm)] |
(a) (3).
| 3.(ii)(a) | [Certificate of Designations with respect to the Cumulative Perpetual Preferred Stock, Series A (filed as Exhibit 3.1 to the Current Report on Form 8-K of Occidental filed on August 8, 2019, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000095015719000864/ex3-1.htm) |
| 4.1 | [Description of Securities of Occidental Petroleum Corporation.](https://www.sec.gov/Archives/edgar/data/797468/000079746820000004/oxyex4110k12312019desc.htm) |
| OXY 2019 FORM 10-K | 127 |
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| --- | --- |
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| 128 | OXY 2019 FORM 10-K |
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| --- | --- |
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| 10.31 | [Retention Agreement with Christopher O. Champion (filed as Exhibit 10.3 to the Current Report on Form 8-K of Occidental filed on August 8, 2019, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000095015719000864/ex10-3.htm) |
| 10.32 | [Anadarko Petroleum Corporation Retirement Restoration Plan (As Amended and Restated Effective as of December 31, 2019).](https://www.sec.gov/Archives/edgar/data/797468/000079746820000004/oxyex103210k12312019an.htm) |
| 10.34 | [Anadarko Employee Savings Plan (As Amended and Restated Effective January 1, 2015) (filed as Exhibit 4.3 to the Post-Effective Amendment No.1 on Form S-8 to Form S-4 of Occidental filed on August 8, 2019, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000114036119014619/nt10003908x1_ex4-3.htm) |
| 10.35 | [Termination Amendment to the Anadarko Employee Savings Plan (As Amended and Restated Effective January 1, 2015) (filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q of Occidental for the Quarterly Period ended September 30, 2019, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746819000016/oxyexhibit10710q93019.htm) |
| 10.38 | [Anadarko Petroleum Corporation Deferred Compensation Plan (As Amended and Restated effective as of December 31, 2019).](https://www.sec.gov/Archives/edgar/data/797468/000079746820000004/oxyex103810k12312019ap.htm) |
| 10.39 | [Securities Purchase Agreement, dated April 30, 2019 between Occidental Petroleum Corporation and Berkshire Hathaway Inc. (including forms of the Certificate of Designations, Warrant and Registration Rights Agreement) (filed as Exhibit 10.1 to the Current Report on Form 8-K of Occidental filed on May 3, 2019, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000095015719000529/ex10-1.htm) |
| 10.41 | [Term Loan Agreement, dated as of June 3, 2019, among Occidental Petroleum Corporation, the lenders party thereto and Citibank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Current Report on Form 8-K of Occidental filed on August 8, 2019, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000095015719000864/ex10-1.htm) |
| 23.3 | [Consent of Miller and Lents, Independent Petroleum Engineers.](https://www.sec.gov/Archives/edgar/data/797468/000079746820000004/oxyex23310kmillerandle.htm) |
| 99.2 | [Procedures and Methods Review of Certain of Occidental Petroleum Corporation’s Proved Reserves and Future Net Cash Flows As of December 31, 2019.](https://www.sec.gov/Archives/edgar/data/797468/000079746820000004/oxyex99210k12312019mil.htm) |
| 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 | [Cover Page Interactive Data File - The cover page from Occidental Petroleum Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 is formatted in Inline XBRL (included as Exhibit 101).](#sFFF39DB4FDBE5547B3784685DE82DB7F) |
| | |
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| OXY 2019 FORM 10-K | 129 |
| | |
| --- | --- |
(a) (3).
_______________________________________________
* Incorporated herein by reference
| 10.32* | [Occidental Petroleum Corporation 2005 Long-Term Incentive Plan Common Stock Award For Non-Employee Directors Grant Agreement (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000144530514001808/oxyex10210q3312014.htm) |
| 10.33* | [Form of Occidental Petroleum Corporation 2005 Long-Term Incentive Plan Nonstatutory Stock Option Award Terms and Conditions (filed as Exhibit 10.73 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000003/oxyex10110k12312014.htm) |
| 10.34* | [Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Notice of Grant of Restricted Stock Unit Incentive Award (filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended June 30, 2015, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit1042015noticeofgran.htm) |
| 10.35* | [Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Notice of Grant of Performance Retention Incentive Award (filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended June 30, 2015, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit1052015noticeofgran.htm) |
| 10.37* | [Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Notice of Grant of Return on Assets Incentive Award (Total) (filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended June 30, 2015, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit1072015noticeofgran.htm) |
| 10.38* | [Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Notice of Grant of Return on Capital Employed Incentive Award (filed as Exhibit 10.8 to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended June 30, 2015, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit1082015noticeofgran.htm) |
| 10.39* | [Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Notice of Grant of Total Shareholder Return Incentive Award (filed as Exhibit 10.9 to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended June 30, 2015, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit1092015noticeofgran.htm) |
| 10.40* | [Form of Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Common Stock Unit Award For Non-Employee Directors Grant Agreement (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended June 30, 2015, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit101directorcommonst.htm) |
| 10.41* | [Form of Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Common Stock Award For Non-Employee Directors Grant Agreement (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q of Occidental for the fiscal quarter ended June 30, 2015, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746815000012/exhibit102directorcommonst.htm) |
| 10.45* | [Transition Services Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 25, 2014 (filed as Exhibit 10.4 to the Current Report on Form 8-K of Occidental dated November 25, 2014 (date of earliest event reported), filed December 1, 2014, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746814000082/exhibit104.htm) |
| 10.46* | [Area of Mutual Interest Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 25, 2014 (filed as Exhibit 10.5 to the Current Report on Form 8-K of Occidental dated November 25, 2014 (date of earliest event reported), filed December 1, 2014, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746814000082/exhibit105.htm) |
| 10.47* | [Confidentiality and Trade Secret Protection Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 25, 2014 (filed as Exhibit 10.6 to the Current Report on Form 8-K of Occidental dated November 25, 2014 (date of earliest event reported), filed December 1, 2014, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746814000082/exhibit106.htm) |
| 10.48* | [Intellectual Property License Agreement by and between Occidental Petroleum Corporation and California Resources Corporation, dated November 25, 2014 (filed as Exhibit 10.7 to the Current Report on Form 8-K of Occidental dated November 25, 2014 (date of earliest event reported), filed December 1, 2014, File No. 1-9210).](http://www.sec.gov/Archives/edgar/data/797468/000079746814000082/exhibit107.htm) |
An excerpt. Shown here: 40 of 52 rewritten, all 36 added and all 16 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2019 filing and the FY2018 filing.
Item 16. FORM 10-K SUMMARY
12 rewritten, 15 added, 8 removed, 37 unchanged
[removed: SIGNATURES][added: | SIGNATURES |]
| | | | [removed: Title] [added: Title] | [removed: Date] [added: Date] |
| | /s/ Vicki Hollub | | President, Chief Executive Officer | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ Cedric W. Burgher | | Senior Vice President and | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ Spencer Abraham | | Director | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ Eugene L. Batchelder | | Chairman of the Board of Directors | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ Margaret M. Foran | | Director | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ Carlos M. Gutierrez | | Director | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ William R. Klesse | | Director | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ Jack B. Moore | | Director | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ Avedick B. Poladian | | Director | February [removed: 21, 2019] [added: 27, 2020] |
| | /s/ Elisse B. Walter | | Director | February [removed: 21, 2019] [added: 27, 2020] |
| | |
| --- | --- |
| | |
| 130 | OXY 2019 FORM 10-K |
| |
| --- |
| |
| | /s/ Christopher O. Champion | | Vice President, Chief Accounting Officer | February 27, 2020 |
| | Christopher O. Champion | | and Controller | |
| | /s/ Robert M. Shearer | | Director | February 27, 2020 |
| | Robert M. Shearer | | | |
| | |
| --- | --- |
| | |
| OXY 2019 FORM 10-K | 131 |
_______________________________________________
* Incorporated herein by reference
| | /s/ Jennifer M. Kirk | | Vice President, Controller | February 21, 2019 |
| | Jennifer M. Kirk | | and Principal Accounting Officer | |
| | /s/ Howard I. Atkins | | Director | February 21, 2019 |
| | Howard I. Atkins | | | |
| | /s/ John E. Feick | | Director | February 21, 2019 |
| | John E. Feick | | | |