Occidental Petroleum Corporation

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 1-9210

_____________________

OCCIDENTAL PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

 

95-4035997

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

     

10889 Wilshire Boulevard
Los Angeles, California

 

90024

(Address of principal executive offices)

 

(Zip Code)

(310) 208-8800

(Registrant’s telephone number, including area code)

_____________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       þ Yes    ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. (See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act):

þ Large Accelerated Filer    ¨ Accelerated Filer    ¨ Non-Accelerated Filer

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).      ¨ Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at September 30, 2006

Common stock $.20 par value

 

841,083,197 shares

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES

CONTENTS

     

PAGE

Part I

Financial Information

 
 

Item 1.

Financial Statements (unaudited)

 
   

Consolidated Condensed Balance Sheets —
September 30, 2006 and December 31, 2005

2

   

Consolidated Condensed Statements of Income —
Three and nine months ended September 30, 2006 and 2005

4

   

Consolidated Condensed Statements of Cash Flows —
Nine months ended September 30, 2006 and 2005

5

   

Notes to Consolidated Condensed Financial Statements

6

 

Item 2.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

19

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

 

Item 4.

Controls and Procedures

31

Part II

Other Information

 
 

Item 1.

Legal Proceedings

32

 

Item 2.

Share Repurchase Activities

32

 

Item 6.

Exhibits

33

1

PART I    FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2006 AND DECEMBER 31, 2005
(Amounts in millions)

     

2006

   

2005

 

ASSETS

             

CURRENT ASSETS

             

Cash and cash equivalents

 

$

1,214

 

$

2,188

 

Short-term investments

   

225

   

252

 

Receivables, net

   

3,358

   

3,099

 

Inventories

   

872

   

716

 

Prepaid expenses and other

   

236

   

256

 

Assets of discontinued operations

   

37

   

426

 

Total current assets

   

5,942

   

6,937

 

LONG-TERM RECEIVABLES, net

   

284

   

377

 

INVESTMENTS IN UNCONSOLIDATED ENTITIES

   

1,605

   

1,209

 

PROPERTY, PLANT AND EQUIPMENT, net of accumulated
depreciation, depletion and amortization of $11,181 at
September 30, 2006 and $9,774 at December 31, 2005

   

23,432

   

17,171

 

OTHER ASSETS

   

438

   

414

 

 

             
   

$

31,701

 

$

26,108

 

The accompanying notes are an integral part of these financial statements.

2

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2006 AND DECEMBER 31, 2005
(Amounts in millions)

     

2006

   

2005

 

LIABILITIES AND EQUITY

             

CURRENT LIABILITIES

             

Current maturities of long-term debt and capital lease liabilities

 

$

46

 

$

46

 

Accounts payable

   

2,281

   

2,046

 

Accrued liabilities

   

1,712

   

1,718

 

Domestic and foreign income taxes

   

313

   

326

 

Liabilities of discontinued operations

   

142

   

136

 

Total current liabilities

   

4,494

   

4,272

 

LONG-TERM DEBT, net of current maturities and unamortized discount

   

2,847

   

2,873

 

DEFERRED CREDITS AND OTHER LIABILITIES

             

Deferred and other domestic and foreign income taxes

   

2,209

   

970

 

Liabilities of discontinued operations

   

210

   

 

Other

   

2,727

   

2,621

 
     

5,146

   

3,591

 

MINORITY INTEREST

   

356

   

340

 

STOCKHOLDERS’ EQUITY

             

Common stock, at par value

   

174

   

161

 

Treasury stock

   

(1,296

)

 

(8

)

Additional paid-in capital

   

6,946

   

4,827

 

Retained earnings

   

13,178

   

10,425

 

Accumulated other comprehensive income

   

(144

)

 

(373

)

     

18,858

   

15,032

 
   

$

31,701

 

$

26,108

 

The accompanying notes are an integral part of these financial statements.

3

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(Amounts in millions, except per-share amounts)

   

Three months ended
September 30

 

Nine months ended
September 30

 
     

2006

   

2005

   

2006

   

2005

 

REVENUES

                         

Net sales

 

$

4,522

 

$

3,857

 

$

13,517

 

$

10,415

 

Interest, dividends and other income

   

75

   

54

   

203

   

120

 

Gains on disposition of assets, net

   

6

   

723

   

25

   

870

 
     

4,603

   

4,634

   

13,745

   

11,405

 

COSTS AND OTHER DEDUCTIONS

                         

Cost of sales

   

2,098

   

1,791

   

6,171

   

4,877

 

Selling, general and administrative
and other operating expenses

   

348

   

511

   

1,039

   

1,075

 

Environmental remediation

   

8

   

10

   

24

   

29

 

Exploration expense

   

74

   

51

   

195

   

196

 

Interest and debt expense, net

   

62

   

96

   

202

   

232

 
     

2,590

   

2,459

   

7,631

   

6,409

 

Income before taxes and other items

   

2,013

   

2,175

   

6,114

   

4,996

 

Provision for domestic and foreign
income and other taxes

   

886

   

574

   

2,672

   

1,184

 

Minority interest

   

24

   

(6

)

 

95

   

44

 

Income from equity investments

   

(56

)

 

(50

)

 

(167

)

 

(166

)

Income from continuing operations

   

1,159

   

1,657

   

3,514

   

3,934

 

Discontinued operations, net

   

9

   

87

   

(260

)

 

192

 

Cumulative effect of changes in accounting principles, net

   

   

3

   

   

3

 

NET INCOME

 

$

1,168

 

$

1,747

 

$

3,254

 

$

4,129

 

BASIC EARNINGS PER COMMON SHARE

                         

Income from continuing operations

 

$

1.36

 

$

2.05

 

$

4.11

 

$

4.89

 

Discontinued operations, net

   

0.01

   

0.11

   

(0.30

)

 

0.24

 

Basic earnings per common share

 

$

1.37

 

$

2.16

 

$

3.81

 

$

5.13

 

DILUTED EARNINGS PER COMMON SHARE

                         

Income from continuing operations

 

$

1.35

 

$

2.01

 

$

4.07

 

$

4.82

 

Discontinued operations, net

   

0.01

   

0.11

   

(0.30

)

 

0.24

 

Diluted earnings per common share

 

$

1.36

 

$

2.12

 

$

3.77

 

$

5.06

 

DIVIDENDS PER COMMON SHARE

 

$

0.22

 

$

0.155

 

$

0.58

 

$

0.465

 

WEIGHTED AVERAGE BASIC SHARES

   

852.8

   

808.5

   

854.2

   

804.8

 

WEIGHTED AVERAGE DILUTED SHARES

   

860.3

   

822.4

   

863.0

   

816.5

 

The accompanying notes are an integral part of these financial statements.

4

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(Amounts in millions)

     

2006

   

2005

 

CASH FLOW FROM OPERATING ACTIVITIES

             

Net income

 

$

3,254

 

$

4,129

 

Adjustments to reconcile income to net cash provided by operating activities:

             

Discontinued operations, net

   

260

   

(192

)

Cumulative effect of changes in accounting principles, net

   

   

(3

)

Depreciation, depletion and amortization of assets

   

1,477

   

1,035

 

Reversal of tax reserves

   

   

(954

)

Deferred income tax provision

   

(26

)

 

(51

)

Other non-cash charges to income

   

416

   

663

 

Gains on disposition of assets, net

   

(25

)

 

(870

)

Income from equity investments

   

(167

)

 

(166

)

Dry hole and impairment expense

   

66

   

138

 

Changes in operating assets and liabilities

   

(491

)

 

(40

)

Other operating, net

   

(150

)

 

(115

)

Operating cash flow from continuing operations

   

4,614

   

3,574

 

Operating cash flow from discontinued operations

   

194

   

189

 

Net cash provided by operating activities

   

4,808

   

3,763

 

CASH FLOW FROM INVESTING ACTIVITIES

             

Capital expenditures

   

(1,992

)

 

(1,583

)

Purchase of businesses, net

   

(2,371

)

 

(2,098

)

Sales of businesses and disposal of property, plant, and equipment, net

   

975

   

182

 

Short term investments - purchases

   

(152

)

 

(122

)

Short term investments - sales

   

180

   

67

 

Sales of equity investments and available-for-sale investments

   

   

1,069

 

Equity investments and other investing, net

   

(201

)

 

71

 

Investing cash flow from continuing operations

   

(3,561

)

 

(2,414

)

Investing cash flow from discontinued operations

   

(38

)

 

(78

)

Net cash used by investing activities

   

(3,599

)

 

(2,492

)

CASH FLOW FROM FINANCING ACTIVITIES

             

Proceeds from long-term debt

   

150

   

172

 

Payments on long-term debt and capital lease liabilities

   

(761

)

 

(1,073

)

Proceeds from issuance of common stock

   

5

   

5

 

Purchase of treasury stock

   

(1,288

)

 

 

Excess tax benefits related to share-based payments

   

126

   

41

 

Cash dividends paid

   

(458

)

 

(357

)

Stock options exercised

   

42

   

123

 

Other

   

1

   

30

 

Financing cash flow from continuing operations

   

(2,183

)

 

(1,059

)

Financing cash flow from discontinued operations

   

   

(1

)

Net cash used by financing activities

   

(2,183

)

 

(1,060

)

(Decrease) increase in cash and cash equivalents

   

(974

)

 

211

 

Cash and cash equivalents—beginning of period

   

2,188

   

1,199

 

Cash and cash equivalents—end of period

 

$

1,214

 

$

1,410

 

The accompanying notes are an integral part of these financial statements.

5

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

September 30, 2006

1.

General

In these unaudited consolidated condensed financial statements, "Occidental" means Occidental Petroleum Corporation (OPC) and/or one or more entities in which it owns a majority voting interest. Certain information and disclosures normally included in notes to consolidated financial statements have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations, but resultant disclosures are in accordance with accounting principles generally accepted in the United States of America as they apply to interim reporting. The consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in Occidental’s Annual Report on Form 10-K for the year ended December 31, 2005 (2005 Form 10-K).

In the opinion of Occidental’s management, the accompanying consolidated condensed financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to fairly present Occidental’s consolidated financial position as of September 30, 2006, and the consolidated statements of income and cash flows for the three and nine months then ended, as applicable. The income and cash flows for the periods ended September 30, 2006 and 2005, are not necessarily indicative of the income or cash flows to be expected for the full year.

On August 1, 2006, Occidental effected a two-for-one stock split in the form of a stock dividend to shareholders of record as of that date with distribution of the shares on August 15, 2006. The total number of authorized shares of common stock and associated par value per share were unchanged by this action. All share and per share amounts discussed and disclosed in this Quarterly Report on Form 10-Q reflect the effect of these stock splits.

Certain financial statement elements and notes for the prior year have been reclassified to conform to the 2006 presentation.

2.

Asset Acquisitions, Dispositions and Other Transactions

On January 30, 2006, Occidental completed the merger of Vintage Petroleum, Inc. (Vintage) into a wholly-owned Occidental subsidiary. Occidental acquired producing assets in Argentina, the United States, Yemen and Bolivia. The Argentina assets consist of 22 concessions, 19 of which Occidental operates, located in the San Jorge Basin in southern Argentina and the Neuquén and Cuyo Basins in western Argentina. Occidental paid approximately $1.3 billion to former Vintage shareholders for the cash portion of the merger consideration and issued approximately 56 million shares for the stock portion, which was valued at $2.1 billion. In addition, Occidental assumed Vintage’s debt, which had an estimated fair market value of $585 million at closing. Occidental has divested a portion of Vintage’s assets for consideration of approximately $1.0 billion and intends to divest more of these assets. Occidental believes that the merger provides significant growth opportunities represented by Vintage’s assets in Argentina, California and Yemen, all of which will complement and enhance Occidental’s current operations and production. Furthermore, the addition of Vintage’s assets is expected to make significant long-term contributions to Occidental’s cash flow.

The acquisition was accounted for in accordance with SFAS No. 141, “Business Combinations.” The results of Vintage’s operations have been included in the consolidated financial statements since January 30, 2006. A preliminary allocation of the purchase price has been made based on currently available information. The assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date. However, certain information necessary to complete Occidental’s final purchase price allocation is not yet available. Occidental is currently evaluating the assets to determine the fair value of the existing oil and gas reserves associated with the acquired assets. In addition, Occidental is in the process of divesting a portion of the assets acquired and is still gathering market information about these assets. Occidental also has not made a final determination of all the liabilities that may be attributable to the acquisition as well as the fair values of all existing

6

 

liabilities, including any contingent liabilities. Occidental expects to finalize its allocation of the purchase price as soon as practicable but in any event no later than January 30, 2007.

At September 30, 2006, certain Vintage assets and their related liabilities are classified as held for sale as Occidental expects to divest these assets in the fourth quarter. On the September 30, 2006, consolidated balance sheet, the assets of discontinued operations amount includes approximately $37 million of property, plant and equipment that is being held for sale and the liabilities of discontinued operations includes $5 million of liabilities held for sale. The results of operations for the assets held for sale are not included in the revenue, cost or production amounts and are treated as discontinued operations. Net revenues and pre-tax income for discontinued operations related to Vintage for the three months ended September 30, 2006, were $42 million and $15 million, respectively. Net revenues and pre-tax income for discontinued operations related to Vintage for the nine months ended September 30, 2006, were $218 million and $73 million, respectively.

The following unaudited pro forma summary presents the consolidated results of operations as if the acquisition of Vintage had occurred at the beginning of each period (in millions):

 

Nine Months Ended September 30,

 

2006

 

2005

 

PRO FORMA RESULTS OF OPERATIONS

           
 

Revenues

 

$

13,812

 

$

11,873

 

Net income

 

$

3,220

 

$

4,224

 

Basic earnings per common share

 

$

3.77

 

$

4.90

 

Diluted earnings per common share

 

$

3.73

 

$

4.84

 

The unaudited pro forma data presented above use estimates and assumptions based on information currently available, and are not necessarily indicative of the results of operations of Occidental that would have occurred had such acquisition actually been consummated as of the beginning of the periods presented, nor are they necessarily indicative of future results of operations.

In May 2006, Ecuador terminated Occidental's contract for the operation of Block 15, which comprised all of its oil producing operations in the country, and seized Occidental's Block 15 assets. The process resulting in this action began shortly after Occidental prevailed, by unanimous decision of an international arbitration panel subsequently upheld by a London court, in a legal dispute over tax refunds that Ecuador wrongfully withheld from Occidental. Occidental immediately filed an arbitration claim against Ecuador, seeking redress for illegal confiscation of the Block 15 operations with the International Centre for Settlement of Investment Disputes in Washington, D.C., invoking the protections of the U.S. - Ecuador Bilateral Investment Treaty. As a result of the seizure, Occidental has classified its Block 15 operations as discontinued operations. In the second quarter of 2006, Occidental recorded a net after-tax charge of $306 million in discontinued operations. This amount consists of after-tax charges for the write-off of the investment in Block 15 in Ecuador, as well as ship or pay obligations entered into with respect to the OCP pipeline in Ecuador to ship oil produced in Block 15, partially offset by $109 million net-of-tax income from operations for the first five months of 2006.

Occidental’s Block 15 assets and liabilities are classified as assets of discontinued operations and liabilities of discontinued operations on the consolidated balance sheets for all periods presented. Net revenues and pre-tax income (loss) for discontinued operations related to Ecuador for the three months ended September 30, 2006, and 2005, were $0 and $(2) million and $200 million and $122 million, respectively. Net revenues and pre-tax income for discontinued operations related to Ecuador for the nine months ended September 30, 2006 and 2005 were $275 million and $146 million and $463 million and $262 million, respectively.

On September 29, 2006, Occidental closed a transaction with Plains Exploration and Production Co. to acquire various oil and gas interests in the Permian Basin in West Texas and California for approximately $859 million in cash.

7

3.

Accounting Changes

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).” This Statement requires an employer to recognize the overfunded or underfunded status of a defined benefit pension or postretirement plan as an asset or liability in the statement of financial position and to recognize changes in that funded status in the year in which the changes occur through other comprehensive income. The Statement also requires an employer to measure the funded status of a plan at the date of the employer’s fiscal year-end. The recognition and disclosure provisions of SFAS No. 158 are effective for fiscal years ending after December 15, 2006. The requirement to measure plan assets and benefit obligations at the fiscal year-end date is effective for fiscal years ending after December 15, 2008. Occidental is currently assessing the effect of SFAS No. 158 on its financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Occidental is currently assessing the effect of SFAS No. 157 on its financial statements.

In September 2006, the FASB issued FASB Staff Position (FSP) AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This FSP prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities in annual and interim financial reporting periods. FSP AUG AIR-1 is effective for the first fiscal year beginning after December 15, 2006. Occidental is currently assessing the effect of FSP AUG AIR-1 on its financial statements.

In June 2006, the FASB issued FASB Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” This Interpretation provides accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as well as additional disclosures related to these tax positions. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. Occidental is currently assessing the effect of FIN No. 48 on its financial statements.

4.

Comprehensive Income

The following table presents Occidental’s comprehensive income items (in millions):

     

Periods Ended September 30

 
     

Three months

 

Nine months

 
       

2006

   

2005

   

2006

   

2005

 
 

Net income

 

$

1,168

 

$

1,747

 

$

3,254

 

$

4,129

 
 

Other comprehensive income items

                         
 

Foreign currency translation adjustments

   

(2

)

 

4

   

3

   

(7

)

 

Derivative mark-to-market adjustments

   

153

   

(173

)

 

55

   

(438

)

 

Minimum pension liability adjustments

   

   

   

(3

)

 

(1

)

 

Unrealized gain on securities

   

49

   

98

   

174

   

285

 
 

Reclassification of realized gains (a)

   

   

(468

)

 

   

(468

)

 

Other comprehensive income, net of tax

   

200

   

(539

)

 

229

   

(629

)

 

Comprehensive income

 

$

1,368

 

$

1,208

 

$

3,483

 

$

3,500

 
 

(a)

Amount represents the gain recognized in the income statement from Valero Energy Corporation’s (Valero’s) acquisition of Premcor, Inc. (Premcor).

 

8

 

The unrealized gain on securities amount in the table above includes after-tax gains of $52 million and $179 million for the three and nine months ended September 30, 2006, respectively, related to the mark-to-market adjustment of the Lyondell Chemical Company (Lyondell) available-for-sale cost method investment. See Note 13 for further information.

5.

Supplemental Cash Flow Information

During the nine months ended September 30, 2006 and 2005, net cash payments for federal, foreign and state income taxes were approximately $1.7 billion and $1.2 billion, respectively. Interest paid (net of interest capitalized of $38 million and $18 million, respectively) totaled approximately $177 million and $228 million for the nine months ended September 30, 2006 and 2005, respectively. See Note 2 for information regarding the non-cash portion of businesses acquired. Net cash payments for federal, foreign and state income taxes paid by discontinued operations during the nine months ended September 30, 2006 and 2005, were $57 million and $85 million, respectively.

6.

Inventories

A portion of inventories is valued under the LIFO method. The valuation of LIFO inventory for interim periods is based on Occidental’s estimates of year-end inventory levels and costs. Inventories consist of the following (in millions):

 

Balance at

 

September 30, 2006

 

December 31, 2005

 
 

Raw materials

   

$

81

     

$

83

   
 

Materials and supplies

     

284

       

177

   
 

Finished goods

     

624

       

573

   
         

989

       

833

   
 

LIFO reserve

     

(117

)

     

(117

)

 
 

Total

   

$

872

     

$

716

   

7.

Asset Retirement Obligations

The following summarizes the activity of the asset retirement obligations of which $301 million and $235 million are included in other deferred credits and other liabilities at September 30, 2006 and 2005, respectively, and the remaining balance is included in accrued liabilities (in millions):

 

Nine Months Ended September 30,

   

2006

   

2005

 
 

Beginning balance

 

$

233

 

$

206

 
 

Liabilities incurred in the period

   

5

   

4

 
 

Liabilities settled in the period

   

(16

)

 

(4

)

 

Acquisition and other

   

70

   

21

 
 

Accretion expense

   

14

   

11

 
 

Revisions to estimated cash flows

   

2

   

3

 
 

Ending balance

 

$

308

 

$

241

 

9

8.

Environmental Expenditures

Occidental’s operations in the United States are subject to stringent federal, state and local laws and regulations relating to improving or maintaining environmental quality. Foreign operations also are subject to environmental-protection laws. The laws that require or address environmental remediation may apply to past waste disposal practices and releases. In many cases, the laws apply regardless of fault, legality of the original activities, or current ownership or control of sites. OPC or certain of its subsidiaries are currently participating in environmental assessments and cleanups under these laws at sites subject to the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), comparable state sites and other domestic and foreign remediation sites, including Occidental facilities and previously-owned sites.

The following table presents Occidental’s environmental remediation reserves at September 30, 2006, the current portion of which ($83 million) is included in accrued liabilities. The remaining amount of $315 million is included in other deferred credits and other liabilities. The reserves are grouped by three categories of environmental remediation sites ($ amounts in millions):

     

# of Sites

 

Reserve
Balance

 
 

CERCLA & Equivalent Sites

   

107

     

$

224

   
 

Active Facilities

   

19

       

110

   
 

Closed or Sold Facilities

   

38

       

64

   
 

Total

   

164

     

$

398

   
 

In determining the environmental remediation reserves and the reasonably possible range of loss, Occidental refers to currently available information, including relevant past experience, available technology, regulations in effect, the timing of remediation and cost-sharing arrangements. Occidental believes it is reasonably possible that it will continue to incur additional liabilities beyond those recorded for environmental remediation at these and other sites. The range of reasonably possible loss for existing environmental remediation matters could be up to $415 million beyond the amount accrued.

The following table shows additional detail regarding reserves for CERCLA or CERCLA-equivalent proceedings in which OPC or certain of its subsidiaries were involved at September 30, 2006 ($ amounts in millions):

 

Description

 

# of Sites

 

Reserve
Balance

 
 

Minimal/No Exposure (a)

   

84

     

$

4

   
 

Reserves between $1-10 MM

   

17

       

64

   
 

Reserves over $10 MM

   

6

       

156

   
 

Total

   

107

     

$

224

   
 

(a)

Includes 28 sites for which Maxus Energy Corporation has retained the liability and indemnified Occidental, 5 sites where Occidental has denied liability without challenge, 40 sites where Occidental’s reserves are less than $50,000 each, and 11 sites where reserves are between $50,000 and $1 million each.

 

9.

Lawsuits, Claims, Commitments, Contingencies and Related Matters

OPC and certain of its subsidiaries have been named in a substantial number of lawsuits, claims and other legal proceedings. These actions seek, among other things, compensation for alleged personal injury, breach of contract or property damage, punitive damages, civil penalties, or injunctive or declaratory relief. OPC and certain of its subsidiaries also have been named in proceedings under CERCLA and similar federal, state, local and foreign environmental laws. These environmental proceedings seek funding or performance of remediation and, in some cases, compensation for alleged property damage, punitive damages and civil penalties. Occidental is usually one of many companies in these proceedings and has to date been successful in sharing costs with other

10

 

financially sound companies. With respect to all such lawsuits, claims and proceedings, including environmental proceedings, Occidental accrues reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated.

Since April 2004, Occidental Chemical Corporation (OxyChem), has been served with ten lawsuits filed in Nicaragua by approximately 2,600 individual plaintiffs. These individuals allege that they have sustained several billion dollars of personal injury damages as a result of their alleged exposure to a pesticide. OxyChem is aware of, but has not been served in, 21 additional cases in Nicaragua, which Occidental understands make similar allegations. In the opinion of management, these claims are without merit because, among other things, OxyChem believes that none of the pesticide it manufactured was ever sold or used in Nicaragua. Under the applicable Nicaraguan statute, defendants are required to pay pre-trial deposits so large as to effectively prohibit defendants from participating fully in their defense. In previous situations, involving other defendants, Nicaraguan courts have proceeded to enter significant judgments against the defendants under that statute. OxyChem has filed a response to the complaints contesting jurisdiction without posting such pre-trial deposit. In December 2004, the judge in one of the cases (Osorio Case), ruled the court had jurisdiction over the defendants, including OxyChem, and that the plaintiffs had waived the requirement of the pre-trial deposit. OxyChem has appealed that portion of the ruling relating to the jurisdiction of the Nicaraguan courts. Thereafter, the trial court ordered defendants, including OxyChem, to file an answer. In order to preserve its jurisdictional defense, OxyChem elected not to make a substantive appearance in the Osorio Case. In August 2005, the judge in the Osorio Case entered judgment against several defendants, including OxyChem, for damages totaling approximately $97 million. OxyChem has no assets in Nicaragua and, in the opinion of management, any judgment rendered under the statute, including in the Osorio Case, would be unenforceable in the United States.

In May 2006, Ecuador terminated Occidental's contract for the operation of Block 15, which comprised all of its oil producing operations in the country, and seized Occidental's Block 15 assets. The process resulting in this action began shortly after Occidental prevailed, by unanimous decision of an international arbitration panel subsequently upheld by a London court, in a legal dispute over tax refunds that Ecuador wrongfully withheld from Occidental. Occidental immediately filed an arbitration claim against Ecuador, seeking redress for illegal confiscation of the Block 15 operations with the International Centre for Settlement of Investment Disputes in Washington, D.C., invoking the protections of the U.S. - Ecuador Bilateral Investment Treaty.

During the course of its operations, Occidental is subject to audit by tax authorities for varying periods in various federal, state, local and foreign tax jurisdictions. Taxable years prior to 2001 are generally closed for U.S. federal corporate income tax purposes. Corporate tax returns for taxable years 2001 through 2003 are in various stages of audit by the U.S. Internal Revenue Service. Disputes arise during the course of such audits as to facts and matters of law.

Occidental had guarantees outstanding at September 30, 2006, which encompass performance bonds, letters of credit, indemnities, commitments and other forms of guarantees provided by Occidental to third parties, mainly to provide assurance that Occidental and/or its subsidiaries and affiliates will meet their various obligations (guarantees). At September 30, 2006, the notional amount of the guarantees that are subject to the reporting requirements of FIN 45 was approximately $335 million, which mostly consists of Occidental’s guarantees of equity investees’ debt and other commitments. This amount excludes approximately $100 million related to Occidental’s guarantee of its share of the ship or pay obligations entered into with respect to the OCP pipeline in Ecuador, as the total amount has been accrued on the consolidated balance sheet at September 30, 2006.

It is impossible at this time to determine the ultimate liabilities that OPC and its subsidiaries may incur resulting from any lawsuits, claims and proceedings, audits, commitments, contingencies and related matters. If these matters were to be ultimately resolved unfavorably at amounts substantially exceeding Occidental’s reserves, an outcome not currently anticipated, it is possible that such outcome could have a material adverse effect upon Occidental’s consolidated financial position or results of operations. However, after taking into account reserves, management does not expect the ultimate resolution of any of these matters to have a material adverse effect upon Occidental’s consolidated financial position or results of operations.

11

10.

Income Taxes

The provision for taxes for the 2006 and 2005 interim periods is based on projections of total year pretax income. The tax provision for the three and nine months ended September 30, 2005, includes a $335 million tax benefit due to the reversal of tax reserves no longer required as U.S. federal corporate returns for tax years 1998-2000 became closed due to the lapsing of the statute of limitations. The provision for income taxes for the nine months ended September 30, 2005, also includes a $619 million tax benefit related to the resolution of certain IRS tax issues and a $10 million charge related to a state income tax issue.

11.

Stock-Based Incentive Plans

On July 1, 2005, Occidental adopted the fair value recognition provisions of SFAS No. 123R, “Share-Based Payments,” under the modified prospective transition method. The following table shows the pro forma net income and earnings per share that Occidental would have recorded if compensation expense were determined using SFAS No. 123R for the nine months ended September 30, 2005 (amounts in millions, except per share amounts):

 

Nine months ended September 30

 

2005

   
             
 

Net income

 

$

4,129

   
 

Add: Stock-based compensation included in net income,
net of tax, under APB No. 25

   

73

   
 

Deduct: Stock-based compensation, net of tax, determined
under SFAS No. 123R fair value method

   

(94

)

 
 

Pro-forma net income

 

$

4,108

   
 

Earnings Per Share:

         
 

Basic – as reported

 

$

5.13

   
 

Basic – pro forma

 

$

5.10

   
 

Diluted – as reported

 

$

5.06

   
 

Diluted – pro forma

 

$

5.03

   

12.

Retirement Plans and Postretirement Benefits

Occidental has various defined benefit and defined contribution retirement plans for its salaried, domestic union and nonunion hourly, and certain foreign national employees.

12

 

The following tables set forth the components of the net periodic benefit costs for Occidental’s defined benefit pension and postretirement benefit plans as of September 30 (in millions):

 

Three Months Ended September 30,

 

2006

 

2005

 
 

Net Periodic Benefit Cost

 

Pension
Benefit

 

Postretirement
Benefit

 

Pension
Benefit

 

Postretirement
Benefit

 
 

Service cost

   

$

3

     

$

2

     

$

4

     

$

2

   
 

Interest cost

     

7

       

9

       

6

       

9

   
 

Expected return on plan assets

     

(8

)

     

       

(8

)

     

   
 

Recognized actuarial loss

     

1

       

5

       

1

       

3

   
 

Total

   

$

3

     

$

16

     

$

3

     

$

14

   
 

Nine Months Ended September 30,

 

2006

 

2005

 
 

Net Periodic Benefit Cost

 

Pension
Benefit

 

Postretirement
Benefit

 

Pension
Benefit

 

Postretirement
Benefit

 
 

Service cost

   

$

9

     

$

7

     

$

10

     

$

7

   
 

Interest cost

     

20

       

26

       

19

       

25

   
 

Expected return on plan assets

     

(24

)

     

       

(24

)

     

   
 

Amortization of prior service cost

     

1

       

       

1

       

   
 

Recognized actuarial loss

     

3

       

14

       

2

       

11

   
 

Total

   

$

9

     

$

47

     

$

8

     

$

43

   
 

Occidental did not fund any of its domestic defined benefit pension plans for the nine months ended September 30, 2006, and has no current plans to contribute any amount in 2006.

13.

Investments in Unconsolidated Entities

Starting August 2002, when Occidental acquired its investment in Lyondell, two senior executives of Occidental held seats on Lyondell’s board of directors. One of Occidental’s senior executives did not stand for re-election to Lyondell’s board of directors at its annual meeting on May 4, 2006. As a result, Occidental management believes that it has lost the ability to exercise significant influence over Lyondell’s financial and operating policies and has discontinued accruing its share of Lyondell earnings or losses under equity-method accounting. Subsequent to May 4, 2006, Occidental has accounted for its Lyondell shares as an available-for-sale cost method investment. At September 30, 2006, Occidental owned approximately 12 percent of Lyondell’s common stock.

On October 30, 2006, Occidental agreed to sell 10 million shares of Lyondell's common stock in a registered public offering for net after commission proceeds of $25.05 per share. Occidental expects an after-tax gain of approximately $55 million and net after-tax cash proceeds of $200 million. After the offering, Occidental will own approximately 8 percent of Lyondell's common stock.

13

14.

Industry Segments

The following table presents Occidental’s interim industry segment and corporate disclosures (in millions):

     

Oil and Gas

 

Chemical

 

Corporate and Other

 

Total

 
 

Nine months ended September 30, 2006

                         
 

Net sales

 

$

9,624

 

$

3,779

 

$

114

 

$

13,517

 
 

Pretax operating profit (loss)

 

$

5,740

 

$

745

 

$

(299

) (a)

$

6,186

 
 

Income taxes

   

   

   

(2,672

) (b)

 

(2,672

)

 

Discontinued operations, net

   

   

   

(260

) (c)

 

(260

)

 

Net income (loss)

 

$

5,740

 

$

745

 

$

(3,231

)

$

3,254

 
 

Nine months ended September 30, 2005

                         
 

Net sales

 

$

6,926

 

$

3,379

 

$

110

 

$

10,415

 
 

Pretax operating profit (loss)

 

$

4,172

 

$

442

 

$

504

  (a)

$

5,118

 
 

Income taxes

   

   

   

(1,184

) (b)

 

(1,184

)

 

Discontinued operations, net

   

   

   

192

  (c)

 

192

 
 

Cumulative effect of changes in
accounting principle, net

   

   

   

3

   

3

 
 

Net income (loss)

 

$

4,172

 

$

442

 

$

(485

) (d)

$

4,129

 
 

(a)

Includes unallocated net interest expense, administration expense and other items.

 
 

(b)

Includes all foreign and domestic income taxes. The 2005 amount includes a $335 million tax benefit due to the reversal of tax reserves no longer required, a $619 million tax benefit related to the resolution of certain tax issues with the IRS and a $10 million charge related to a state income tax issue.

 
 

(c)

The 2006 discontinued operations amount includes the after-tax results of the operations of the Vintage properties that are held for sale and the Ecuador Block 15 operations for the first five months of 2006 as well as the write-off of the Block 15 investment and the ship or pay obligations in Ecuador. The 2005 discontinued operations amount includes the after-tax results of the Ecuador Block 15 operations during 2005.

 
 

(d)

Includes a pre-tax gain resulting from Valero’s acquisition of Premcor and the subsequent sale of the Valero shares received in the merger for a total of $726 million ($463 million net of tax), a $41 million ($27 million net of tax) pre-tax charge for debt repurchase expenses, and a pre-tax gain on sale of Lyondell stock of $140 million ($89 million net of tax).

 

14

15.

Condensed Consolidating Financial Information

Vintage Petroleum, LLC is the Occidental subsidiary into which Vintage merged. Payment of the Vintage Petroleum, LLC 8.25 percent senior notes due 2012 is guaranteed by Occidental Petroleum Corporation (Guarantor). The following condensed supplemental consolidating financial information reflects the summarized financial information of Vintage Petroleum, LLC, and its Guarantor and the Guarantor’s non-guarantor subsidiaries (in millions):

CONDENSED CONSOLIDATING BALANCE SHEET
As of September 30, 2006

 

   

Occidental Petroleum Corporation

 

Vintage Petroleum, LLC

 

Non-Guarantor Subsidiaries

 

Eliminations

 

Consolidated

 

ASSETS

                               

Current assets

 

$

1,474

 

$

233

 

$

4,246

 

$

(11

)

$

5,942

 

Investments in subsidiaries and unconsolidated entities

   

36,297

   

19

   

1,386

   

(36,097

)

 

1,605

 

Property, plant and equipment, net

   

1

   

4,771

   

18,660

   

   

23,432

 

Other non-current assets

   

12,711

   

601

   

29,096

   

(41,686

)

 

722

 
   

$

50,483

 

$

5,624

 

$

53,388

 

$

(77,794

)

$

31,701

 

LIABILITIES AND EQUITY

                               

Current liabilities

 

$

423

 

$

139

 

$

3,943

 

$

(11

)

$

4,494

 

Long-term debt, net

   

1,932

   

294

   

621

   

   

2,847

 

Other long-term liabilities

   

29,270

   

1,575

   

15,987

   

(41,686

)

 

5,146

 

Minority interest

   

   

   

356

   

   

356

 

Stockholders’ equity

   

18,858

   

3,616

   

32,481

   

(36,097

)

 

18,858

 
   

$

50,483

 

$

5,624

 

$

53,388

 

$

(77,794

)

$

31,701

 

15

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the three months ended September 30, 2006

   

Occidental
Petroleum
Corporation

 

Vintage
Petroleum,
LLC

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

REVENUES

                               

Net Sales

 

$

 

$

246

 

$

4,276

 

$

 

$

4,522

 

Interest, dividends and other income

   

5

   

   

143

   

(67

)

 

81

 
     

5

   

246

   

4,419

   

(67

)

 

4,603

 

COSTS AND OTHER DEDUCTIONS

                               

Cost of sales

   

   

155

   

1,943

   

   

2,098

 

Selling, general and administrative and other operating expenses

   

57

   

21

   

352

   

   

430

 

Interest and debt expense, net

   

113

   

4

   

12

   

(67

)

 

62

 
     

170

   

180

   

2,307

   

(67

)

 

2,590

 

Income before taxes and other items

   

(165

)

 

66

   

2,112

   

   

2,013

 

Provision for domestic and foreign income and other taxes

   

(60

)

 

6

   

940

   

   

886

 

Minority interest

   

   

   

24

   

   

24

 

(Income)/loss from equity investments

   

(1,273

)

 

   

(56

)

 

1,273

   

(56

)

Income from continuing operations

   

1,168

   

60

   

1,204

   

(1,273

)

 

1,159

 

Discontinued operations, net

   

   

10

   

(1

)

 

   

9

 

NET INCOME

 

$

1,168

 

$

70

 

$

1,203

 

$

(1,273

)

$

1,168

 

16

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the nine months ended September 30, 2006

   

Occidental
Petroleum
Corporation

 

Vintage
Petroleum,
LLC

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

REVENUES

                               

Net Sales

 

$

 

$

659

 

$

12,858

 

$

 

$

13,517

 

Interest, dividends and other income

   

15

   

   

399

   

(186

)

 

228

 
     

15

   

659

   

13,257

   

(186

)

 

13,745

 

COSTS AND OTHER DEDUCTIONS

                               

Cost of sales

   

   

369

   

5,802

   

   

6,171

 

Selling, general and administrative and other operating expenses

   

222

   

45

   

991

   

   

1,258

 

Interest and debt expense, net

   

339

   

16

   

33

   

(186

)

 

202

 
     

561

   

430

   

6,826

   

(186

)

 

7,631

 

Income before taxes and other items

   

(546

)

 

229

   

6,431

   

   

6,114

 

Provision for domestic and foreign income and other taxes

   

(199

)

 

59

   

2,812

   

   

2,672

 

Minority interest

   

   

   

95

   

   

95

 

(Income)/loss from equity investments

   

(3,601

)

 

   

(167

)

 

3,601

   

(167

)

Income from continuing operations

   

3,254

   

170

   

3,691

   

(3,601

)

 

3,514

 

Discontinued operations, net

   

   

47

   

(307

)

 

   

(260

)

NET INCOME

 

$

3,254

 

$

217

 

$

3,384

 

$

(3,601

)

$

3,254

 

17

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the nine months ended September 30, 2006

   

Occidental
Petroleum
Corporation

 

Vintage
Petroleum,
LLC

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

CASH FLOW FROM OPERATING ACTIVITIES

                               

Operating cash flow from continuing operations

 

$

(1,627

)

$

227

 

$

6,014

 

$

 

$

4,614

 

Operating cash flow from discontinued operations

   

   

83

   

111

   

   

194

 

Net cash provided (used) by operating activities

   

(1,627

)

 

310

   

6,125

   

   

4,808

 

CASH FLOW FROM INVESTING ACTIVITIES

                               

Capital expenditures

   

(1

)

 

(154

)

 

(1,837

)

 

   

(1,992

)

Purchase of businesses, net

   

(2,372

)

 

   

1

   

   

(2,371

)

Other investing, net

   

26

   

953

   

(177

)

 

   

802

 

Investing cash flow from continuing operations

   

(2,347

)

 

799

   

(2,013

)

 

   

(3,561

)

Investing cash flow from discontinued operations

   

   

(27

)

 

(11

)

 

   

(38

)

Net cash provided (used) by investing activities

   

(2,347

)

 

772

   

(2,024

)

 

   

(3,599

)

CASH FLOW FROM FINANCING ACTIVITIES

                               

Proceeds from long-term debt

   

   

   

150

   

   

150

 

Payments on long-term debt and capital lease liabilities

   

(450

)

 

(286

)

 

(25

)

 

   

(761

)

Purchase of treasury stock

   

(1,288

)

 

   

   

   

(1,288

)

Cash dividends paid

   

(458

)

 

   

   

   

(458

)

Intercompany

   

5,995

   

(793

)

 

(5,202

)

 

   

 

Other financing, net

   

173

   

   

1

   

   

174

 

Net cash provided (used) by financing activities

   

3,972

   

(1,079

)

 

(5,076

)

 

   

(2,183

)

(Decrease) Increase in cash and cash equivalents

   

(2

)

 

3

   

(975

)

 

   

(974

)

Cash and cash equivalents — beginning of period

   

2,161

   

   

27

   

   

2,188

 

Cash and cash equivalents — end of period

 

$

2,159

 

$

3

 

$

(948

)

$

 

$

1,214

 

18

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations

Occidental (which means Occidental Petroleum Corporation (OPC) and/or one or more entities in which it owns a majority voting interest) reported net income for the first nine months of 2006 of $3.3 billion, on net sales of $13.5 billion, compared with net income of $4.1 billion, on net sales of $10.4 billion for the same period of 2005. Diluted earnings per common share were $3.77 for the first nine months of 2006, compared with diluted earnings per share of $5.06 for the same period of 2005. Diluted core earnings per common share were $4.07 for the first nine months of 2006, compared with diluted core earnings per common share of $3.20 for the same period in 2005. Occidental reported net income for the third quarter of 2006 of $1.2 billion, on net sales of $4.5 billion, compared with net income of $1.7 billion, on net sales of $3.9 billion for the same period of 2005. Diluted earnings per common share were $1.36 for the third quarter of 2006, compared with diluted earnings per share of $2.12 for the same period in 2005. Diluted core earnings per common share were $1.35 for the third quarter of 2006, compared with diluted core earnings per share of $1.22 for the same period in 2005.

Net income for the first nine months of 2006 included a net after-tax loss of $260 million in discontinued operations, which includes the impairment charge for Occidental’s Block 15 investment in Ecuador and income from Vintage Petroleum, Inc. (Vintage) properties held for sale. Net income for the first nine months and the third quarter of 2005 included a $726 million pre-tax gain resulting from Valero Energy Corp.’s (Valero) acquisition of Premcor, Inc. (Premcor) and the subsequent sale of the Valero shares received in the merger, a $335 million tax benefit due to the reversal of tax reserves no longer required, a $159 million pre-tax write-off and write-down of chemical plant assets, a $30 million pre-tax debt purchase expense, $26 million of pre-tax hurricane insurance charges and a $15 million pre-tax equity investment impairment. Net income for the first nine months of 2005 also included a $619 million tax benefit resulting from an IRS settlement, a $140 million pre-tax gain on sale of 11 million shares of Lyondell Chemical Company (Lyondell) stock, a $26 million pre-tax expense related to a contract settlement, an $11 million pre-tax debt purchase expense, a net $10 million charge related to a state income tax issue, and after-tax income from discontinued operations of $192 million. Net income for the first nine months and third quarter of 2006, compared to the same periods in 2005, reflected higher worldwide oil prices and production and higher chlor-alkali volumes and margins in all chlorovinyl products, partially offset by higher operating expenses and increased DD&A rates. Net income for the first nine months of 2006, compared to the same period in 2005, also reflected higher gas prices.

Selected Income Statement Items

The increase in net sales of $665 million and $3.1 billion for the three and nine months ended September 30, 2006, compared with the same periods in 2005, reflected higher worldwide crude oil and chemical prices, higher oil and gas production and higher chlor-alkali volumes. The increase in net sales for the nine months of 2006, compared to the same period in 2005, also reflected higher gas prices. For the three and nine months ended September 30, 2005, gains on disposition of assets included a pre-tax gain of $726 million resulting from Valero’s acquisition of Premcor and the subsequent sale of Valero shares received. For the nine months ended September 30, 2005, gains on disposition of assets also included a pre-tax gain of $140 million on the sale of 11 million shares of Lyondell stock.

The increase in cost of sales of $307 million and $1.3 billion for the three and nine months ended September 30, 2006, compared with the same periods in 2005, reflected higher oil and gas production costs and volumes, higher energy and chemical raw material costs and higher DD&A expense. The decrease of $163 million in selling, general and administrative and other operating expenses for the three months ended September 30, 2006, compared to the same period in 2005, reflected 2005 chemical segment charges for plant write-offs and write-downs of $159 million. The decrease of $36 million in selling, general and administrative and other operating expenses for the nine months ended September 30, 2006, compared to the same period in 2005, reflected 2005 chemical segment charges for plant write-offs and write-downs of $159 million, net of minority interest, partially offset by increases in share-based compensation expenses, various international oil and gas costs and other operating costs. The increase of $23 million in exploration expense for the three months ended September 30, 2006, compared to the same period in 2005, was due to higher seismic costs, largely related to Libya. Interest and debt expense for the three and nine months ended September 30, 2005, included charges of $30 million and $41 million, respectively, to purchase and redeem various debt issues. The provision for income taxes for the three and nine months ended September 30, 2005, included a $335 million tax

19

benefit due to the reversal of tax reserves no longer required as U.S. federal corporate returns for tax years 1998-2000 became closed due to the lapsing of statutes of limitations. The provision for income taxes for the nine months ended September 30, 2005, included a $619 million tax benefit related to the resolution of certain IRS tax issues, and a $10 million charge related to a state tax issue.

Selected Analysis of Financial Position

The increase in receivables, net of $259 million at September 30, 2006, compared with December 31, 2005, was due to higher worldwide oil and gas prices and production volumes. The increase in inventory of $156 million at September 30, 2006, compared with December 31, 2005, was due to increases in materials and supplies, mainly in Oman and Colombia and increases in chemical inventory volumes. The increase in investments in unconsolidated entities of $396 million at September 30, 2006, compared to December 31, 2005, was due to the mark-to-market adjustments on the Lyondell investment, which became an available-for-sale cost method investment in May 2006. The increase in property, plant and equipment of $6.3 billion at September 30, 2006, compared to December 31, 2005, was due to the acquisitions of Vintage and certain oil and gas properties from Plains Exploration and Production Co. (Plains) completed in the first and third quarters of 2006, respectively, and oil and gas capital expenditures during the year.

The increase of $235 million in accounts payable at September 30, 2006, compared to December 31, 2005, was mainly due to the Vintage acquisition, higher prices and volumes for purchased oil and gas in the marketing and trading operations and chemical price and volume increases. The increase in deferred and other domestic and foreign income taxes of $1.2 billion at September 30, 2006, compared to December 31, 2005, was due to additional deferred taxes recorded as part of the Vintage acquisition purchase accounting. The increase in the contra-equity treasury stock account of $1.3 billion at September 30, 2006, compared with December 31, 2005, was due to the implementation of the share repurchase program in 2006. The increase in additional paid-in capital of $2.1 billion at September 30, 2006, compared to December 31, 2005, was the result of the stock issued as consideration for the Vintage acquisition.

20

Segment Operations

The following table sets forth the sales and earnings of each industry segment and unallocated corporate items (in millions):

   

Periods Ended September 30

 
   

Three Months Ended

 

Nine Months Ended

 
     

2006

   

2005

   

2006

   

2005

 

Net Sales

                         

Oil and gas

 

$

3,207

 

$

2,617

 

$

9,624

 

$

6,926

 

Chemical

   

1,265

   

1,190

   

3,779

   

3,379

 

Other

   

50

   

50

   

114

   

110

 

Net Sales

 

$

4,522

 

$

3,857

 

$

13,517

 

$

10,415

 

Segment Earnings

                         

Oil and gas

 

$

1,877

 

$

1,638

 

$

5,740

 

$

4,172

 

Chemical

   

247

   

3

   

745

   

442

 
     

2,124

   

1,641

   

6,485

   

4,614

 

Unallocated Corporate Items

                         

Interest expense, net (a)

   

(18

)

 

(70

)

 

(80

)

 

(178

)

Income taxes (b)

   

(885

)

 

(574

)

 

(2,672

)

 

(1,184

)

Other (c)

   

(62

)

 

660

   

(219

)

 

682

 

Income from Continuing Operations

   

1,159

   

1,657

   

3,514

   

3,934

 

Discontinued operations, net of tax (d)

   

9

   

87

   

(260

)

 

192

 

Cumulative effect of changes in accounting principles, net

   

   

3

   

   

3

 

Net Income

 

$

1,168

 

$

1,747

 

$

3,254

 

$

4,129

 

(a)

The third quarter and nine months of 2006 include pre-tax interest charges of $4 million for both periods to purchase or redeem various debt issues compared to $30 million and $41 million, respectively, for the same 2005 periods.

 

(b)

The third quarter and nine months of 2005 include a $335 million tax benefit due to the reversal of tax reserves no longer required as U.S. federal corporate tax returns for tax years 1998-2000 became closed due to the lapsing of the statute of limitations. The nine months of 2005 includes a $619 million tax benefit related to the resolution of certain tax issues with the U.S. Internal Revenue Service (IRS), and a net $10 million charge related to a state income tax issue.

 

(c)

The third quarter and nine months of 2005 include a $726 million pre-tax gain from Valero’s acquisition of Premcor and the subsequent sale of the Valero shares received in the merger. The nine months of 2005 includes a $140 million pre-tax gain from the sale of 11 million shares of Lyondell.

 

(d)

In May 2006, Ecuador terminated Occidental’s contract for the operation of Block 15 and seized Occidental’s Block 15 assets. As a result of the seizure, Occidental has classified its Block 15 operations as discontinued operations on a retrospective application basis. Discontinued operations for the third quarter and nine months of 2006 also include income from the Vintage properties that were held for sale.

 

21

Significant Items Affecting Earnings

Occidental’s results of operations often include the effects of significant transactions and events affecting earnings that vary widely and unpredictably in nature, timing and amount. Therefore, management uses a measure called “core earnings”, which excludes those items. This non-GAAP measure is not meant to disassociate those items from management’s performance, but rather is meant to provide useful information to investors interested in comparing Occidental’s earnings performance between periods. Reported earnings are considered representative of management’s performance over the long term. Core earnings is not considered to be an alternative to operating income in accordance with generally accepted accounting principles.

The following table sets forth the core earnings and significant items affecting earnings for each operating segment and corporate and other for the three months ended September 30, 2006 and 2005:

   

Three Months Ended September 30

(in millions, except per-share amounts)

 

2006

 

Diluted
EPS

 

2005

 

Diluted
EPS

TOTAL REPORTED EARNINGS

 

$

1,168

 

$

1.36

 

$

1,747

 

$

2.12

Oil and Gas

                       

Segment Earnings

 

$

1,877

       

$

1,638

     

Less: Hurricane insurance charge

   

         

(9

)

   

Segment Core Earnings

   

1,877

         

1,647

     

Chemical

                       

Segment Earnings

   

247

         

3

     

Less:

                       

Write-off of plants

   

         

(159

)

   

Hurricane insurance charge

   

         

(5

)

   

Segment Core Earnings

   

247

         

167

     

Total Segment Core Earnings

   

2,124

         

1,814

     

Corporate and Other

                       

Corporate Results — Non Segment*

   

(956

)

       

106

     

Less:

                       

Gain on Valero acquisition of Premcor

   

         

726

     

Reversal of tax reserves

   

         

335

     

Debt purchase expense

   

         

(30

)

   

Equity investment impairment

   

         

(15

)

   

Equity investment hurricane charge

   

         

(2

)

   

Hurricane insurance charge

   

         

(10

)

   

Tax effect of pre-tax adjustments

   

         

(178

)

   

Discontinued operations, net of tax

   

9

         

87

     

Cumulative effect of changes in accounting principles, net of tax

   

         

3

     

Corporate Core Results — Non Segment

   

(965

)

       

(810

)

   

Total Core Earnings

 

$

1,159

 

$

1.35

 

$

1,004

 

$

1.22

* Interest expense, income taxes, general & administrative expense and other, and non-core items.

22

The following table sets forth the core earnings and significant items affecting earnings for each operating segment and corporate and other for the nine months ended September 30, 2006 and 2005:

   

Nine Months Ended September 30

(in millions, except per-share amounts)

 

2006

 

Diluted
EPS

 

2005

 

Diluted
EPS

TOTAL REPORTED EARNINGS

 

$

3,254

 

$

3.77

 

$

4,129

 

$

5.06

Oil and Gas

                       

Segment Earnings

 

$

5,740

       

$

4,172

     

Less:

                       

Contract Settlement

   

         

(26

)

   

Hurricane insurance charge

   

         

(9

)

   

Segment Core Earnings

   

5,740

         

4,207

     

Chemical

                       

Segment Earnings

   

745

         

442

     

Less:

                       

Write-off of plants

   

         

(159

)

   

Hurricane insurance charge

   

         

(5

)

   

Segment Core Earnings

   

745

         

606

     

Total Segment Core Earnings

   

6,485

         

4,813

     

Corporate and Other

                       

Corporate Results — Non Segment*

   

(3,231

)

       

(485

)

   

Less:

                       

Debt purchase expense

   

         

(41

)

   

Gain on sale of Lyondell shares

   

         

140

     

Gain on Valero acquisition of Premcor

   

         

726

     

State tax issue charge

   

         

(10

)

   

Settlement of federal tax issue

   

         

619

     

Reversal of tax reserves

   

         

335

     

Equity investment impairment

   

         

(15

)

   

Equity investment hurricane insurance charge

   

         

(2

)

   

Hurricane insurance charge

   

         

(10

)

   

Tax effect of pre-tax adjustments

   

         

(225

)

   

Discontinued operations, net of tax

   

(260

)

       

192

     

Cumulative effect of changes in accounting principles, net of tax

   

         

3

     

Corporate Core Results — Non Segment

   

(2,971

)

       

(2,197

)

   

Total Core Earnings

 

$

3,514

 

$

4.07

 

$

2,616

 

$

3.20

* Interest expense, income taxes, general & administrative expense and other, and non-core items.

23

Worldwide Effective Tax Rate

The following table sets forth the calculation of the worldwide effective tax rate for reported income and core earnings:

   

Periods Ended September 30

 
   

Three Months

 

Nine Months

 

(in millions)

   

2006

   

2005

   

2006

   

2005

 

REPORTED INCOME

                         

Oil & Gas (a)

 

$

1,877

 

$

1,638

 

$

5,740

 

$

4,172

 

Chemicals

   

247

   

3

   

745

   

442

 

Corporate & other

   

(80

)

 

590

   

(299

)

 

504

 

Pre-tax income

   

2,044

   

2,231

   

6,186

   

5,118

 

Income tax expense

                         

Federal and state

   

435

   

183

   

1,321

   

273

 

Foreign (a)

   

450

   

391

   

1,351

   

911

 

Total

   

885

   

574

   

2,672

   

1,184

 
                           

Income from continuing operations

 

$

1,159

 

$

1,657

 

$

3,514

 

$

3,934

 

Worldwide effective tax rate

   

43%

   

26%

   

43%

   

23%

 

CORE EARNINGS

                         

Oil & Gas (a)

 

$

1,877

 

$

1,647

 

$

5,740

 

$

4,207

 

Chemical

   

247

   

167

   

745

   

606

 

Corporate & other

   

(80

)

 

(79

)

 

(299

)

 

(294

)

Pre-tax income

   

2,044

   

1,735

   

6,186

   

4,519

 

Income tax expense

                         

Federal and state

   

435

   

340

   

1,321

   

992

 

Foreign (a)

   

450

   

391

   

1,351

   

911

 

Total

   

885

   

731

   

2,672

   

1,903

 
                           

Core Earnings

 

$

1,159

 

$

1,004

 

$

3,514

 

$

2,616

 

Worldwide effective tax rate

   

43%

   

42%

   

43%

   

42%

 

(a)

Revenues and income tax expense include taxes owed by Occidental but paid by governmental entities on its behalf. Oil and gas pre-tax income includes revenue amounts by period (in millions): third quarter 2006—$299, third quarter 2005—$263, first nine months 2006—$871 and first nine months 2005—$676.

 

The worldwide tax rate for the three and nine months ended September 30, 2005 included a $335 million tax benefit due to the reversal of tax reserves no longer required as U.S. federal corporate returns for tax years 1998-2000 became closed due to the lapsing of the statute of limitations. The nine months ended September 30, 2005 worldwide effective tax rate reflected a $619 million tax benefit related to the resolution of certain tax issues with the IRS. The recorded tax benefit was the result of a closing agreement with the IRS, which resolved foreign tax credit issues as part of the IRS audit of tax years 1997-2000.

24

Oil and Gas Segment

   

Periods Ended September 30

   

Three Months

 

Nine Months

Summary of Operating Statistics

   

2006

   

2005

   

2006

   

2005

Net Production per Day:

                       

Crude Oil and Natural Gas Liquids (MBL)

                       

United States

   

265

   

251

   

265

   

248

Latin America

   

70

   

38

   

68

   

35

Middle East/North Africa

   

100

   

86

   

111

   

93

Other Eastern Hemisphere

   

5

   

5

   

4

   

5

Natural Gas (MMCF)

                       

United States

   

597

   

564

   

593

   

547

Latin America

   

35

   

   

34

   

Middle East

   

35

   

35

   

32

   

51

Other Eastern Hemisphere

   

75

   

81

   

77

   

77

Barrels of Oil Equivalent (MBOE) per day (a)

                       

Consolidated subsidiaries

   

564

   

493

   

571

   

494

Other interests

   

23

   

23

   

25

   

25

Worldwide production (b)

   

587

   

516

   

596

   

519

Average Sales Price:

                       

Crude Oil ($/BBL)

                       

United States

 

$

62.71

 

$

56.70

 

$

60.03

 

$

49.26

Latin America

 

$

55.19

 

$

59.91

 

$

54.58

 

$

51.06

Middle East/North Africa

 

$

65.84

 

$

56.37

 

$

62.85

 

$

48.69

Other Eastern Hemisphere

 

$

64.80

 

$

52.25

 

$

58.87

 

$

45.57

Total consolidated subsidiaries

 

$

62.08

 

$

56.99

 

$

59.77

 

$

49.27

Other interests

 

$

36.30

 

$

43.01

 

$

37.04

 

$

35.29

Total Worldwide (b)

 

$

60.52

 

$

55.97

 

$

58.41

 

$

48.24

Natural Gas ($/MCF)

                       

United States

 

$

5.88

 

$

6.33

 

$

6.80

 

$

6.16

Latin America

 

$

2.08

 

$

 

$

1.91

 

$

Middle East

 

$

0.97

 

$

0.97

 

$

0.96

 

$

0.96

Other Eastern Hemisphere

 

$

2.88

 

$

2.72

 

$

2.93

 

$

2.41

Total consolidated subsidiaries

 

$

5.14

 

$

5.58

 

$

5.88

 

$

5.29

Other interests

 

$

0.14

 

$

0.13

 

$

0.14

 

$

0.14

Total Worldwide (b)

 

$

5.06

 

$

5.49

 

$

5.72

 

$

5.18

(a)

Natural gas volumes have been converted to equivalent BOE based on energy content of 6,000 cubic feet (one thousand cubic feet is referred to as a "Mcf") of gas to one barrel of oil.

 

(b)

Occidental has classified its Ecuador Block 15 operations as discontinued operations on a retrospective application basis and excluded them from this table.

 

Oil and gas segment and core earnings for the nine months ended September 30, 2006, were $5.7 billion compared with $4.2 billion of segment and core earnings for the same period in 2005. For the three months ended September 30, 2006, oil and gas segment and core earnings were $1.9 billion compared with $1.6 billion of segment and core earnings for the same period in 2005. The increase in earnings for three and nine months ended September 30, 2006, compared to the same periods in 2005, reflected higher worldwide crude oil prices and higher production for crude oil and natural gas, partially offset by higher oil and gas operating expenses, including production-related taxes and utility costs, and higher DD&A rates. The increase in oil and gas earnings for the nine months ended September 30, 2006, compared to the same period in 2005, also reflected higher gas prices. The increase in net sales of $590 million and

25

$2.7 billion for the three and nine months ended September 30, 2006, compared with the same periods in 2005, reflected higher worldwide crude oil prices and oil and gas production. The increase in net sales for the nine months ended September 30, 2006, compared with the same period in 2005 also reflected higher gas prices.

The increase in production for the nine months ended September 30, 2006, was due to the Vintage acquisition and the addition of nine months of production in Libya in 2006 as compared to one month in 2005.

On October 20, 2006, the Organization of Petroleum Exporting Countries (OPEC) announced that they would reduce oil production by 1.2 million barrels per day, effective November 1, 2006. The OPEC announcement had no immediate impact to Occidental’s production but future production could decline as a result of this action.

The average West Texas Intermediate (WTI) price in the third quarter of 2006 was $70.53 per barrel and the average New York Mercantile Exchange (NYMEX) price for natural gas was $6.33 per million BTUs, compared to $63.19 per barrel and $7.09 per million BTUs, respectively, for the third quarter of 2005. Occidental’s realized oil price for the third quarter of 2006 was $60.52 per barrel compared to $55.97 per barrel for the third quarter of 2005. Occidental’s realized price differential to WTI remained constant in the third quarter of 2006 at 86 percent of WTI as compared to the second quarter of 2006. For the first nine months of 2006, Occidental’s realized oil price was $58.41 per barrel compared to last year’s realized price of $48.24 for first nine months of 2005. A change of 25 cents per million BTUs in NYMEX gas prices impacts quarterly oil and gas segment earnings by approximately $12 million while a $1.00 per-barrel change in oil prices has a quarterly pre-tax impact of approximately $38 million.

Average production costs for the first nine months of 2006 were $11.13 per barrel of oil equivalent (BOE) compared to the 2005 production cost of $8.81 per BOE. Approximately 45 percent of the increase was the result of higher energy prices increasing utility, gas plant and CO2 costs and ad valorem and export taxes and reducing the volumes produced under production sharing contracts. The remaining change was the result of increased workover, maintenance and other costs.

On January 30, 2006, Occidental completed the merger of Vintage into a wholly-owned Occidental subsidiary. Occidental acquired producing assets in Argentina, the United States, Yemen and Bolivia. The Argentina assets consist of 22 concessions, 19 of which Occidental operates, located in the San Jorge Basin in southern Argentina and the Neuquén and Cuyo Basins in western Argentina. Occidental paid approximately $1.3 billion to former Vintage shareholders for the cash portion of the merger consideration and issued approximately 56 million shares for the stock portion, which was valued at $2.1 billion. In addition, Occidental assumed Vintage’s debt, which had an estimated fair market value of $585 million at closing. Occidental has divested a portion of Vintage’s assets for consideration of approximately $1.0 billion and intends to divest more of these assets. Occidental believes that the merger provides significant growth opportunities represented by Vintage’s assets in Argentina, California and Yemen, all of which will complement and enhance Occidental’s current operations and production. Furthermore, the addition of Vintage’s assets is expected to make significant long-term contributions to Occidental’s cash flow. The results of operations for the assets held for sale are not included in the revenue, cost or production amounts and are treated as discontinued operations.

On September 29, 2006, Occidental closed a transaction with Plains to acquire various oil and gas interests in the Permian Basin in West Texas and California for approximately $859 million in cash. Occidental estimates that the acquisition will add production of approximately 9,000 BOE per day.

Chemical Segment

Chemical segment and core earnings for the first nine months of 2006 were $745 million, compared with $442 million of segment earnings and $606 million of core earnings for the same period of 2005. Chemical segment and core earnings for the three months ended September 30, 2006, were $247 million, compared with $3 million of segment earnings and $167 million of core earnings for the same period of 2005. The increase in earnings for the first three and nine months ended September 30, 2006, compared with the same periods in 2005, was due to increased chlor-alkali volumes and higher margins in all chlorovinyl products.

26

In the third quarter of 2005, Occidental recorded a $139 million charge for the write-off of two previously idled chemical plants and one currently operated plant and an additional charge of $20 million for the write-down of another chemical plant.

Corporate and Other

Unallocated corporate items – income taxes for the three and nine months ended September 30, 2005, included a $335 million tax benefit due to the reversal of tax reserves no longer required and for the nine months ended September 30, 2005, included a $619 million tax benefit resulting from the resolution of certain tax issues with IRS and a $10 million charge related to a state tax issue.

On August 1, 2006, Occidental effected a two-for-one stock split in the form of a stock dividend to shareholders of record as of that date with distribution of the shares on August 15, 2006. The total number of authorized shares of common stock and associated par value per share were unchanged by this action. All share and per share amounts discussed and disclosed in this Quarterly Report on Form 10-Q reflect the effect of these stock splits.

Starting August 2002, when Occidental acquired its investment in Lyondell, two senior executives of Occidental held seats on Lyondell’s board of directors. One of Occidental’s senior executives did not stand for re-election to Lyondell’s board of directors at its annual meeting on May 4, 2006. As a result, Occidental management believes that it has lost the ability to exercise significant influence over Lyondell’s financial and operating policies and has discontinued accruing its share of Lyondell earnings or losses under equity-method accounting. Subsequent to May 4, 2006, Occidental has accounted for its Lyondell shares as an available-for-sale cost method investment. At September 30, 2006, Occidental owned approximately 12 percent of Lyondell’s common stock.

On October 30, 2006, Occidental agreed to sell 10 million shares of Lyondell's common stock in a registered public offering for net after commission proceeds of $25.05 per share. Occidental expects an after-tax gain of approximately $55 million and net after-tax cash proceeds of $200 million. After the offering, Occidental will own approximately 8 percent of Lyondell's common stock.

In May 2006, Ecuador terminated Occidental's contract for the operation of Block 15, which comprised all of its oil producing operations in the country, and seized Occidental's Block 15 assets. The process resulting in this action began shortly after Occidental prevailed, by unanimous decision of an international arbitration panel subsequently upheld by a London court, in a legal dispute over tax refunds that Ecuador wrongfully withheld from Occidental. Occidental immediately filed an arbitration claim against Ecuador, seeking redress for illegal confiscation of the Block 15 operations with the International Centre for Settlement of Investment Disputes in Washington, D.C., invoking the protections of the U.S. - Ecuador Bilateral Investment Treaty. As a result of the seizure, Occidental has classified its Block 15 operations as discontinued operations. In the second quarter of 2006, Occidental recorded a net after-tax charge of $306 million in discontinued operations. This amount consists of after-tax charges for the write-off of the investment in Block 15 in Ecuador, as well as ship or pay obligations entered into with respect to the OCP pipeline in Ecuador to ship oil produced in Block 15, partially offset by $109 million net-of-tax income from operations for the first five months of 2006.

Liquidity and Capital Resources

Occidental’s net cash provided by operating activities was $4.8 billion for the first nine months of 2006, compared with $3.8 billion for the same period of 2005. The significant increase in operating cash flow in 2006, compared to 2005, resulted from several factors. The most important drivers were higher oil and natural gas prices and production and, to a much lesser extent, higher chemical margins. In the first nine months of 2006, compared to the same period in 2005, Occidental's realized oil price was higher by 21 percent and Occidental’s realized natural gas price increased over 10 percent in the U.S., where over 80 percent of Occidental’s natural gas was produced. Oil and gas production for the first nine months of 2006, compared to the same period in 2005, increased almost 15 percent. Chemical margin increases had a less significant effect on cash flow because chemical segment earnings and cash flow are significantly smaller than those for the oil and gas segment.

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Increases in the costs of producing oil and gas, such as purchased goods and services, utility and gas plant costs and production taxes, partially offset oil and gas sales price increases, but such cost increases had a much lower effect on cash flow than the realized price increases. Other cost elements, such as labor costs and overheads, are not significant drivers of cash flow because they are mainly fixed within a narrow range over the short-to-intermediate term.

Occidental’s net cash used by investing activities was $3.6 billion for the first nine months of 2006, compared with $2.5 billion for the same period of 2005. The 2006 amount includes $1.3 billion in cash consideration paid as part of the Vintage acquisition and $859 million paid for the Plains acquisition, partially offset by $944 million of cash proceeds from the Vintage assets held for sale. The 2005 amount includes cash payments for the Permian Basin transactions, the acquisition of the Vulcan chlor-alkali manufacturing facilities and payments to re-enter Libya, which were partially offset by the cash proceeds from the sale of the Premcor-Valero and Lyondell shares. Capital expenditures for the first nine months of 2006 were $2.0 billion, including $1.8 billion for oil and gas. Capital expenditures for the first nine months of 2005 were $1.6 billion, including $1.5 billion for oil and gas.

Occidental’s net cash used by financing activities was $2.2 billion in the first nine months of 2006, compared with $1.1 billion for the same period of 2005. The 2006 amount includes $1.3 billion of cash paid for repurchases of 26.7 million shares of Occidental’s common stock at an average price of $48.22 per share. In the third quarter of 2006, Occidental repurchased 6.6 million common shares, with 67 percent of those purchases occurring in the month of September, at an average price of $47.98 per share. In February 2006, Occidental announced a common stock repurchase plan for an intermediate target total of approximately 60 million shares. In July 2006, the Board of Directors increased the number of shares authorized for the previously announced repurchase program to 40 million shares. The weighted average basic shares outstanding for the nine months of 2006 totaled 854.2 million and the weighted average diluted shares outstanding totaled 863.0 million. At September 30, 2006, there were 849.2 million basic shares outstanding and the diluted shares were 858.3 million. The share repurchases will continue to be funded solely from available cash from operations. The 2006 net cash used also includes net debt payments of $611 million. The 2005 net cash used includes net debt payments of $901 million.

Occidental amended and restated its $1.5 billion bank credit to, among other things, lower the interest rate and extend the term to September 27, 2011. At September 30, 2006, no amounts have been borrowed under this facility. None of Occidental's committed bank credits contain material adverse change (MAC) clauses or debt rating triggers that could restrict Occidental's ability to borrow under these lines. Occidental's credit facilities and debt agreements do not contain rating triggers that could terminate bank commitments or accelerate debt in the event of a ratings downgrade.

Available but unused lines of committed bank credit totaled approximately $1.5 billion at September 30, 2006, and cash and cash equivalents and short-term investments totaled $1.4 billion on the September 30, 2006 balance sheet.

At September 30, 2006, under the most restrictive covenants of certain financing agreements, Occidental’s capacity for additional unsecured borrowing was approximately $44.0 billion, and the capacity for the payment of cash dividends and other distributions on, and for acquisitions of, Occidental’s capital stock was approximately $16.8 billion, assuming that such dividends, distributions and acquisitions were made without incurring additional borrowing.

Occidental currently expects to spend approximately $3.0 billion on its 2006 capital spending program. Although its income and cash flows are largely dependent on oil and gas prices and production, Occidental believes that cash on hand, short-term investments and cash generated from operations will be sufficient to fund its operating needs, capital expenditure requirements, dividend payments and potential acquisitions.

Environmental Expenditures

Occidental’s operations in the United States are subject to stringent federal, state and local laws and regulations relating to improving or maintaining environmental quality. Foreign operations also are subject to environmental-protection laws. The laws that require or address environmental remediation may apply to past waste disposal practices and releases. In many cases, the laws apply regardless of fault, legality of the original activities or current ownership or control of sites. OPC or certain of its subsidiaries are currently participating in environmental assessments and cleanups under these laws at sites subject to the federal Comprehensive Environmental Response,

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Compensation, and Liability Act (CERCLA), comparable state sites and other domestic and foreign remediation sites, including Occidental facilities and previously-owned sites.

The following table presents Occidental’s environmental remediation reserves at September 30, 2006, the current portion of which ($83 million) is included in accrued liabilities. The remaining amount of $315 million is included in other deferred credits and other liabilities. The reserves are grouped by three categories of environmental remediation sites ($ amounts in millions):

     

# of Sites

 

Reserve
Balance

 
 

CERCLA & Equivalent Sites

   

107

     

$

224

   
 

Active Facilities

   

19

       

110

   
 

Closed or Sold Facilities

   

38

       

64

   
 

Total

   

164

     

$

398

   

In determining the environmental remediation reserves and the reasonably possible range of loss, Occidental refers to currently available information, including relevant past experience, available technology, regulations in effect, the timing of remediation and cost-sharing arrangements. Occidental believes it is reasonably possible that it will continue to incur additional liabilities beyond those recorded for environmental remediation at these and other sites. The range of reasonably possible loss for existing environmental remediation matters could be up to $415 million beyond the amount accrued.

The following table shows additional detail regarding reserves for CERCLA or CERCLA-equivalent proceedings in which OPC or certain of its subsidiaries were involved at September 30, 2006 ($ amounts in millions):

 

Description

 

# of Sites

 

Reserve
Balance

 
 

Minimal/No Exposure (a)

   

84

     

$

4

   
 

Reserves between $1-10 MM

   

17

       

64

   
 

Reserves over $10 MM

   

6

       

156

   
 

Total

   

107

     

$

224

   
 

(a)

Includes 28 sites for which Maxus Energy Corporation has retained the liability and indemnified Occidental, 5 sites where Occidental has denied liability without challenge, 40 sites where Occidental’s reserves are less than $50,000 each, and 11 sites where reserves are between $50,000 and $1 million each.

 

Refer to the “Environmental Liabilities and Expenditures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2005 Form 10-K for additional information regarding Occidental’s environmental expenditures.

Lawsuits, Claims, Commitments, Contingencies and Related Matters

OPC and certain of its subsidiaries have been named in a substantial number of lawsuits, claims and other legal proceedings. These actions seek, among other things, compensation for alleged personal injury, breach of contract or property damage, punitive damages, civil penalties, or injunctive or declaratory relief. OPC and certain of its subsidiaries also have been named in proceedings under CERCLA and similar federal, state, local and foreign environmental laws. These environmental proceedings seek funding or performance of remediation and, in some cases, compensation for alleged property damage, punitive damages and civil penalties. Occidental is usually one of many companies in these proceedings and has to date been successful in sharing costs with other financially sound companies. With respect to all such lawsuits, claims and proceedings, including environmental proceedings, Occidental accrues reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated.

During the course of its operations, Occidental is subject to audit by tax authorities for varying periods in various federal, state, local and foreign tax jurisdictions. Taxable years prior to 2001 are generally closed for U.S. federal corporate income tax purposes. Corporate tax returns for taxable years 2001 through 2003 are in various stages of

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audit by the U.S. Internal Revenue Service. Disputes arise during the course of such audits as to facts and matters of law.

Occidental has guarantees outstanding at September 30, 2006, which encompass performance bonds, letters of credit, indemnities, commitments and other forms of guarantees provided by Occidental to third parties, mainly to provide assurance that Occidental and/or its subsidiaries and affiliates will meet their various obligations (guarantees). At September 30, 2006, the notional amount of the guarantees that are subject to the reporting requirements of FIN 45 was approximately $335 million, which mostly consists of Occidental’s guarantees of equity investees’ debt and other commitments. This amount excludes approximately $100 million related to Occidental’s guarantee of its share of the ship or pay obligations entered into with respect to the OCP pipeline in Ecuador, as the total amount has been accrued on the consolidated balance sheet at September 30, 2006.

It is impossible at this time to determine the ultimate liabilities that OPC and its subsidiaries may incur resulting from any lawsuits, claims and proceedings, audits, commitments, contingencies and related matters. If these matters were to be ultimately resolved unfavorably at amounts substantially exceeding Occidental’s reserves, an outcome not currently anticipated, it is possible that such outcome could have a material adverse effect upon Occidental’s consolidated financial position or results of operations. However, after taking into account reserves, management does not expect the ultimate resolution of any of these matters to have a material adverse effect upon Occidental’s consolidated financial position or results of operations.

Accounting Changes

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).” This Statement requires an employer to recognize the overfunded or underfunded status of a defined benefit pension or postretirement plan as an asset or liability in the statement of financial position and to recognize changes in that funded status in the year in which the changes occur through other comprehensive income. The Statement also requires an employer to measure the funded status of a plan at the date of the employer’s fiscal year-end. The recognition and disclosure provisions of SFAS No. 158 are effective for fiscal years ending after December 15, 2006. The requirement to measure plan assets and benefit obligations at the fiscal year-end date is effective for fiscal years ending after December 15, 2008. Occidental is currently assessing the effect of SFAS No. 158 on its financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Occidental is currently assessing the effect of SFAS No. 157 on its financial statements.

In September 2006, the FASB issued FASB Staff Position (FSP) AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This FSP prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities in annual and interim financial reporting periods. FSP AUG AIR-1 is effective for the first fiscal year beginning after December 15, 2006. Occidental is currently assessing the effect of FSP AUG AIR-1 on its financial statements.

In June 2006, the FASB issued FASB Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” This Interpretation provides accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as well as additional disclosures related to these tax positions. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. Occidental is currently assessing the effect of FIN No. 48 on its financial statements.

Safe Harbor Statement Regarding Outlook and Forward-Looking Information

Portions of this report contain forward-looking statements and involve risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows and business prospects. Factors that could cause results to differ materially include, but are not limited to: exploration risks such as drilling unsuccessful wells; global commodity

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pricing fluctuations; higher-than-expected costs; potential liability for remedial actions under existing or future environmental regulations and litigation; potential liability resulting from pending or future litigation; general domestic and international political conditions; potential disruption or interruption of Occidental’s production or manufacturing facilities due to accidents, political events or insurgent activity; potential failure to achieve expected production from existing and future oil and gas development projects; the supply/demand considerations for Occidental’s products; any general economic recession or slowdown domestically or internationally; regulatory uncertainties; and not successfully completing, or any material delay of, any development of new fields, expansion, capital expenditure, efficiency-improvement project, acquisition or disposition. Forward-looking statements are generally accompanied by words such as “estimate”, “project”, “predict”, “will”, “anticipate”, “plan”, “intend”, “believe”, “expect” or similar expressions that convey the uncertainty of future events or outcomes. You should not place undue reliance on these forward-looking statements. Unless legally required, Occidental does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Certain risks that may affect Occidental’s results of operations and financial position appear in Part 1, Item 1A of Occidental’s 2005 Annual Report on Form 10-K.

Item 3  Quantitative and Qualitative Disclosures About Market Risk

For the three and nine months ended September 30, 2006, there were no material changes in the information required to be provided under Item 305 of Regulation S-K included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations (Incorporating Item 7A) – Derivative Activities and Market Risk” in Occidental’s 2005 Annual Report on Form 10-K.

Item 4.  Controls and Procedures

Occidental's Chief Executive Officer and Chief Financial Officer supervised and participated in Occidental's evaluation of its disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in Occidental's periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Occidental in the reports that it files or submits under the Exchange Act is accumulated and communicated to Occidental’s management to allow timely decisions regarding required disclosure. Based upon that evaluation, Occidental's Chief Executive Officer and Chief Financial Officer concluded that Occidental's disclosure controls and procedures are effective.

There has been no change in Occidental's internal control over financial reporting identified in connection with the evaluation required under the Exchange Act rules that occurred during Occidental’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Occidental's internal control over financial reporting.

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PART II   OTHER INFORMATION

Item 1.  Legal Proceedings

This item incorporates by reference the information regarding lawsuits, claims, commitments, contingencies and related matters in Note 9 to the consolidated condensed financial statements in Part I of this Form 10-Q.

Item 2.  Share Repurchase Activities

Occidental’s share repurchase activities as of September 30, 2006, were as follows:

Period

 

Total
Number
of Shares
Purchased

 

Average
Price
Paid
per Share

 

Total Number
of Shares Purchased as
Part of Publicly
Announced Plans
or Programs (b)

 

Maximum Number
of Shares that
May Yet be Purchased
Under the Plans
or Programs (b)

First Quarter 2006

 

4,823,880

   

$45.89

 

4,410,800

   

Second Quarter 2006

 

15,252,546

   

$49.05

 

15,080,600

   

July 1 – 31, 2006

 

164,554

   

$51.89

 

   

August 1 – 31, 2006

 

1,993,534

   

$52.28

 

1,804,600

   

September 1 – 30, 2006

 

4,471,813

   

$45.92

 

4,314,200

   

Third Quarter 2006

 

6,629,901

 (a)

 

$47.98

 

6,118,800

   

Total 2006

 

26,706,327

   

$48.22

 

25,610,200

 

14,389,800

(a)

Occidental purchased 164,554 shares, 188,934 shares and 157,613 shares in July, August and September, respectively from the trustee of its defined contribution savings plan.

(b)

In 2006, Occidental announced a common stock repurchase plan for an intermediate target total of approximately 60 million shares.In July 2006, the Board of Directors increased the number of shares authorized for the previously announced share repurchase program to 40 million shares. A cumulative total of 26,899,889 shares have been purchased since the beginning of December 2005.

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Item 6.  Exhibits

4.1

Occidental Petroleum Corporation Amended and Restated Five-Year Credit Agreement, dated as of September 27, 2006, among Occidental; J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Arrangers and Joint Bookrunners; JPMorgan Chase Bank, N.A. and Citibank, N.A., as Co-Syndication Agents, BNP Paribas, Bank of America, N.A., Barclays Bank PLC and The Royal Bank of Scotland plc, as Co-Documentation Agents, and The Bank of Nova Scotia, as Administrative Agent.

10.1

Amendment No. 2 to the Occidental Petroleum Corporation 2005 Deferred Stock Program (filed as Exhibit 10.1 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.2

Global Restricted Stock Unit Amendment to the 2002 Terms and Conditions (filed as Exhibit 10.2 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.3

Global Restricted Stock Unit Amendment to the 2003 Terms and Conditions (filed as Exhibit 10.3 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.4

Global Restricted Stock Unit Amendment to the 2004 Terms and Conditions (filed as Exhibit 10.4 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.5

Global Restricted Stock Unit Amendment to the 2005 Terms and Conditions (filed as Exhibit 10.5 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.6

Global Restricted Stock Unit Amendment to the July 2004 Terms and Conditions (filed as Exhibit 10.6 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.7

Global Restricted Stock Unit Amendment to the July 2005 Terms and Conditions (filed as Exhibit 10.7 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.8

Global Performance-Based Stock Amendment (filed as Exhibit 10.8 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.9

Occidental Petroleum Corporation Deferred Compensation Plan 1 (filed as Exhibit 10.9 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.10

Occidental Petroleum Corporation Deferred Compensation Plan 2 (filed as Exhibit 10.10 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.11

Amendment No. 3 to the Occidental Petroleum Corporation 2005 Deferred Compensation Plan (filed as Exhibit 10.11 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

10.12

Occidental Petroleum Corporation Modified Deferred Compensation Plan (filed as Exhibit 10.12 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210).

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10.13

Amendment No. 2 to the Occidental Petroleum Corporation Deferred Stock Program (filed as Exhibit 10.13 to Occidental’s Current Report on Form 8-K dated October 12, 2006 (date of earliest event reported), File No. 1-9210)

11

Statement regarding the computation of earnings per share for the three and nine months ended September 30, 2006 and 2005.

12

Statement regarding the computation of total enterprise ratios of earnings to fixed charges for the nine months ended September 30, 2006 and 2005 and for each of the five years in the period ended December 31, 2005.

31.1

Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certifications of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

OCCIDENTAL PETROLEUM CORPORATION

 

DATE:  November 3, 2006

/s/ Jim A. Leonard

 
 

Jim A. Leonard, Vice President and Controller
(Principal Accounting and Duly Authorized Officer)

 

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EXHIBIT INDEX

EXHIBITS

 

4.1

Occidental Petroleum Corporation Amended and Restated Five-Year Credit Agreement, dated as of September 27, 2006, among Occidental; J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Arrangers and Joint Bookrunners; JPMorgan Chase Bank, N.A. and Citibank, N.A., as Co-Syndication Agents, BNP Paribas, Bank of America, N.A., Barclays Bank PLC and The Royal Bank of Scotland plc, as Co-Documentation Agents, and The Bank of Nova Scotia, as Administrative Agent.

11

Statement regarding the computation of earnings per share for the three and nine months ended September 30, 2006 and 2005.

12

Statement regarding the computation of total enterprise ratios of earnings to fixed charges for the nine months ended September 30, 2006 and 2005 and for each of the five years in the period ended December 31, 2005.

31.1

Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certifications of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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