SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number: 1-9210
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Employees Thrift Plan of OXY USA Inc.
1200 Discovery Drive
Bakersfield, California 93309-7008
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, California 90024
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
EMPLOYEES THRIFT PLAN OF OXY USA INC.
By: /s/ Peter G. Vincent
-------------------------------------
Peter G. Vincent - Member of the Plan
Administrative Committee
Dated: June 28, 2001
EMPLOYEES THRIFT PLAN OF OXY USA INC.
December 31, 2000 and 1999
Index
-----
Page(s)
-------
Report of Independent Public Accountants 1 - 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2000 and 1999 (as revised, see Note 1) 3
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 2000 4
Notes to Financial Statements 5 - 10
Accompanying Appendices:
Appendix I: Schedule H - Part IV - Line 4i - Schedule of Assets Held for Investment
Purposes as of December 31, 2000 11 - 12
Appendix II: Schedule H - Part IV - Line 4j - Schedule of Reportable Transactions
(for non-participant directed investments) for the Year Ended December 31, 2000 13
Note: Schedules other than those listed above have been omitted because they
are not applicable or are not required by 29 CFR 2520.103-10 of the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974,
as amended.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrative Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the EMPLOYEES THRIFT PLAN OF OXY USA INC. (the "Plan") as of
December 31, 2000 and 1999 (as revised, see Note 1) and the related statement of
changes in net assets available for plan benefits for the year ended December
31, 2000. These financial statements and the supplemental schedules referred to
below are the responsibility of the Plan's administrator. Our responsibility is
to express an opinion on these financial statements and supplemental schedules
based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2000 and 1999, and the changes in its net assets available for
plan benefits for the year ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules included in appendices I
and II, as listed in the accompanying index, are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
As further discussed in Note 1 to the accompanying financial statements, in May
2000, the Board of Directors of OXY USA, Inc. voted to terminate the Plan
effective November 30, 2000. In accordance with accounting principles generally
accepted in the United States, the Plan has changed the basis of accounting from
the ongoing plan basis used in presenting the 1999 financial statements to the
liquidation basis used in presenting the 2000 financial statements.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
June 22, 2001
EMPLOYEES THRIFT PLAN OF OXY USA INC.
Statements of Net Assets Available for Plan Benefits
As of December 31, 2000 and 1999
As revised
see Note 1
2000 1999
------------ ------------
Assets
------
Investments at fair value $ 1,523,205 $ 6,514,702
Receivable:
Interest and dividends 10,801 46,026
Contributions -- 9,115
------------ ------------
Total receivables 10,801 55,141
------------ ------------
Total assets 1,534,006 6,569,843
Liabilities
-----------
Due to broker for securities purchased 305 --
------------ ------------
Total liabilities 305 --
------------ ------------
Net Assets Available for Plan Benefits $ 1,533,701 $ 6,569,843
============ ============
The accompanying notes are an integral part of these financial statements.
3
EMPLOYEES THRIFT PLAN OF OXY USA INC.
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 2000
Additions:
Additions to net assets attributable to:
Investment income:
Interest and dividends $ 108,090
Net appreciation in fair value of investments 176,820
-----------
Total investment income 284,910
-----------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 5,321,052
-----------
Net Decrease 5,036,142
Net Assets Available for Plan Benefits,
Beginning of year, as revised (see Note 1) 6,569,843
-----------
End of year $ 1,533,701
===========
The accompanying notes are an integral part of this financial statement.
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EMPLOYEES THRIFT PLAN OF OXY USA INC.
Notes To Financial Statements
December 31, 2000 and 1999
1. Description of the Plan
The following description of the Employees Thrift Plan of OXY USA Inc. (the
"Plan") provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
a. General
The Plan is a defined contribution plan sponsored by OXY USA Inc. (the
"Company" or "Employer"), an indirect wholly-owned subsidiary of Occidental
Petroleum Corporation ("OPC" or "Oxy"), a Delaware corporation. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
Prior to November 1999, participation in the Plan was limited to
represented hourly employees of the Company. In November 1999, union
members voted to decertify the union.
The Plan was amended to provide for full vesting in participants' accounts
as of January 1, 2000 and to provide for the termination of the Plan
effective November 30, 2000. See Note 1.f. for further information on
forfeitures. In addition, the Company provided current and former employees
who had accrued benefits in the Plan the option to transfer their account
balances into the Occidental Petroleum Corporation Savings Plan ("PSA").
The option was available on or after March 20, 2000 and prior to April 15,
2000. The amount transferred by participants from the Plan to PSA was
$1,136,048 and is reflected in benefits paid to participants in the
accompanying statement of changes in net assets available for plan
benefits. Additionally, special distribution elections were offered to
participants. Any remaining participant account balances will be merged
into the PSA by the end of 2001.
b. Plan Administration
The Plan is administered by the Plan Administrative Committee (the
"Committee"). The Committee has been given all powers necessary to carry
out its duties, including but not limited to, the power to administer and
interpret the Plan and to answer all questions affecting eligibility of
participants. The Plan assets are held in trust by the Bank of Oklahoma
(the "Trustee"). The Company pays all costs and expenses incurred in
administering the Plan. The Plan will not reimburse the Company for these
costs and expenses. Such costs and expenses were not significant for the
year ended December 31, 2000.
c. Contributions
Participants Contributions -- Prior to January 1, 2000, participants were
allowed to contribute to the Plan up to a maximum percentage of base
earnings on an after-tax basis, subject to certain Internal Revenue Code
("IRC") limitations. Effective January 1, 2000, the Plan was amended and
participant contributions were no longer allowed.
5
Employer Contributions -- Prior to January 1, 2000, the Employer
contributed 100 percent of a participant's regular allotment (as defined in
the Plan document). There were no Employer contributions for special
allotments. All Employer contributions were invested in the Occidental
Petroleum Corporation Common Stock Fund (the "Oxy Stock Fund"). Effective
January 1, 2000, the Plan was amended and participant contributions were no
longer permitted thereby ceasing Employer contributions as well.
d. Participant Accounts
Participant accounts are credited with the participant's contribution
(through December 31, 1999) and allocations of the Employer's contribution
(through December 31, 1999) and investment income, and charged with
administration expenses and investment losses, if any. Allocations are
based on account balances, as defined. The benefit to which a participant
is entitled is the benefit that can be provided from the participant's
vested account.
e. Vesting
Participants immediately vest in their participant contributions plus
investment income, if any. Prior to the Plan's termination effective
November 30, 2000, vesting in the Employer's contribution portion of the
account plus the actual earnings thereon was based on years of service.
Generally, a participant was fully vested in the Employer contributions
after completion of 5 years of service. Effective January 1, 2000,
participants were fully vested in the Employer's contribution portion of
their account plus the actual earnings thereon. f. Forfeitures
Prior to the Plan's termination, forfeited nonvested accounts were
allocated to eligible participants as an additional Employer contribution.
As stated above, due to the decision to terminate the Plan, all forfeited
balances as of December 31, 1999 were restored and participants were fully
vested as of January 1, 2000.
The Plan's net assets available for plan benefits as of December 31, 1999
have been revised to reflect the addition of the forfeited nonvested
accounts held in the Plan. As a result, the Plan's net assets available for
plan benefits at December 31, 1999 increased by $207,512.
g. Distributions
Generally, upon termination of service for any reason other than death or
retirement directly from service, participants with an account balance
greater than $5,000 may elect to either defer payment or receive the vested
portion of their account in one lump sum payment. If the participant is
retiring directly from service, distribution may also be elected in the
form of an annuity or periodic payments. Upon termination of service due to
death, the participant's beneficiary will receive the vested interests in
the form of one lump sum payment, unless the participant died while in
employment with an election in force to have the account distributed in the
form of a fixed life annuity payable to the participant's surviving spouse
or beneficiary. Participants may elect to receive distributions from their
account balance in the Oxy Stock Fund in cash or in shares of OPC common
stock. Any Series E or EE savings bonds held for the participant in the
United States Government Securities Fund also may be requested in cash or
in kind.
6
h. Investment Options
Prior to the Plan's termination, the Plan offered both participant and
non-participant directed investment options. Upon enrollment in the Plan,
participants directed their contributions, in 25 percent increments, in any
of four investment options. Participants were able to change their
investment options quarterly, subject to certain Plan provisions.
Participants should refer to the Plan document for a complete description
of the investment options and for the detailed composition of each
investment fund.
2. Summary of Significant Accounting Policies
a. Basis of Accounting
As discussed in Note 1, the Company's Board of Directors voted in May 2000
to terminate the Plan. Therefore the basis of accounting changed from the
accrual method used in the 1999 financial statement presentation to the
liquidation method for the 2000 financial statements. Such change did not
have a significant impact on the accompanying financial statements.
b. Use of Estimates
The preparation of financial statements in conformity with liquidation
basis of accounting requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, and changes
therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
c. Risks and Uncertainties
The Plan provides for various investment options including mutual funds,
common/collective trusts and the Oxy Stock Fund. Investment securities are
exposed to various risks such as interest rate, market and credit. Due to
the level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in various risk
factors, in the near term, could materially affect participants' account
balances and the amounts reported in the financial statements.
d. Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices, which represent
the net asset value of shares held by the Plan at year end. Fair values for
Series E and EE savings bonds are at their respective redemption values.
U.S. Treasury Notes are valued at the price at which they could be
purchased or sold. The OPC common stock is valued at its quoted market
price. The unit price of common or commingled trust funds is based on the
current market values of the underlying assets of the fund.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Realized gains and losses on investments are based on the market value of
the asset at the beginning of the year, or at the time of purchase for
assets purchased during the year, and the related fair value on the
7
day the investments are sold during the year. Unrealized gains and losses
on investments are based on the market value of the assets at the beginning
of the year, or at the time of purchase for assets purchased during the
year, and the related fair value at the end of the year. Net realized and
unrealized appreciation/(depreciation) of investments is reflected in the
accompanying statement of changes in net assets available for plan benefits
as "net appreciation in fair value of investments."
e. Payment of Plan Benefits
Benefits are recorded when paid.
3. Investments
The following table presents investments that represent 5 percent or more of the
Plan's net assets:
December 31,
2000 1999
------------ ------------
Oxy Stock Fund $ 778,347* $ 3,727,531*
Income Security Fund 215,122 1,066,767
Common Stock Index Fund 381,462 1,346,732
Government Securities Fund 148,274 166,160
Pending Forfeiture Account (see Note 1) -- 207,512
* Participant and non-participant directed
During 2000, the Plan's investments (including investments bought, sold and held
during the year) appreciated in value by $176,820 as follows:
Oxy Stock Fund $ 202,171
US Government Securities 3,494
Common/Collective Trusts (25,092)
Mutual Funds (3,753)
-----------
$ 176,820
===========
4. Non-participant Directed Investments
Information about the net assets and the significant component of the changes in
net assets relating to the non-participant directed portion of the Oxy Stock
Fund is as follows:
December 31,
2000 1999
------------ ------------
Net Assets:
Oxy Stock Fund $ 450,090 $ 2,163,305
============ ============
8
Year Ended
December 31, 2000
-----------------
Changes in Net Assets:
Investment earnings $ 43,074
Net appreciation in fair value 115,844
Benefits paid to participants (1,872,133)
-----------------
$ (1,713,215)
=================
5. Reconciliation of the Financial Statement to the Form 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
December 31,
As revised
see Note 1
2000 1999
------------ ------------
Net assets available for plan benefits per the financial
statements $ 1,533,701 $ 6,569,843
Amounts allocated to withdrawing participants (4,687) (1,497)
------------ ------------
Net assets available for plan benefits per the Form 5500 $ 1,529,014 $ 6,568,346
============ ============
The following is a reconciliation of participant withdrawals and distributions
per the financial statements to the Form 5500:
Year Ended
December 31, 2000
-----------------
Benefits paid to participants per
the financial statements $ 5,321,052
Add: Amounts allocated to withdrawing
Participants at December 31, 2001 4,687
Less: Amounts allocated to withdrawing
participants at December 31, 1999 (1,497)
-----------------
Benefits paid to participants per the Form 5500 $ 5,324,242
=================
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit payments that have been processed and approved for payment prior to
December 31 but not yet paid as of that date. As of December 31, 2000 there were
no benefits payable to participants.
9
6. Related Party Transactions
The Trustee and OPC are parties-in-interest as defined by ERISA. The Trustee
invests certain Plan assets in its cash management and treasury fund, and OPC
common stock. Such investment transactions qualify as party-in-interest
transactions permitted by Department of Labor's regulations.
7. Tax Status
The Internal Revenue Service ("IRS") has determined and informed the Company by
a letter dated April 16, 1998, that the Plan is designed in accordance with
applicable sections of the IRC. The Committee, using its judgment and the advice
of its advisors, believes that the Plan, in all material respects, is designed
and currently operating in a manner that qualifies it for continued tax-exempt
status.
8. Subsequent Event
On March 20, 2001, the IRS determined that the termination of this plan does not
adversely affect its qualification for federal tax purposes.
10
Appendix I
EMPLOYEES THRIFT PLAN OF OXY USA INC.
Schedule H - Part IV - Line 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 2000
EIN No. 73 - 1166880 Plan No. 001
(a) (b) (c) (d) (e)
Identity of issuer, Description of investment including
Related borrower, lessor, maturity date, rate of interest, Current
Party or similar party collateral, par, or maturity value Cost Value
- -------- -------------------------- ---------------------------------------------- ------------ ------------
GOVERNMENT SECURITIES FUND
Cash Equivalents:
* Bank of Oklahoma American Performance Cash
Management Fund $ 25,614
U.S. Treasury Treasury Notes, maturity value $50,000,
6.000 percent, matures August 15, 2004 51,438
Treasury Notes, maturity value $50,000
5.875 percent, matures November 15, 2005 51,733
U.S. Government Series E, 150 shares, matures October 1, 2006 632
Series E, 200 shares, matures January 1, 2007 829
Series E, 200 shares, matures April 1, 2007 829
Series E, 225 shares, matures July 1, 2007 916
Series E, 150 shares, matures October 1, 2007 611
Series E, 225 shares, matures July 1, 2008 701
Series E, 250 shares, matures October 1, 2008 779
Series E, 225 shares, matures January 1, 2009 696
Series E, 275 shares, matures April 1, 2009 851
Series E, 250 shares, matures July 1, 2009 767
Series E, 300 shares, matures October 1, 2009 921
Series E, 250 shares, matures January 1, 2009 759
Series E, 300 shares, matures April 1, 2010 911
------------
10,202
Series EE, 400 shares, matures July 1, 2010 884
Series EE, 450 shares, matures October 1, 2010 994
Series EE, 400 shares, matures January 1, 2011 810
Series EE, 500 shares, matures April 1, 2011 1,012
Series EE, 450 shares, matures July 1, 2011 855
Series EE, 500 shares, matures October 1, 2011 950
Series EE, 500 shares, matures January 1, 2012 932
Series EE, 500 shares, matures April 1, 2012 932
Series EE, 500 shares, matures July 1, 2012 913
11
Schedule H - Part IV - Line 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 2000
EIN No. 73 - 1166880 Plan No. 001
(a) (b) (c) (d) (e)
Identity of issuer, Description of investment including
Related borrower, lessor, maturity date, rate of interest, Current
Party or similar party collateral, par, or maturity value Cost Value
- -------- -------------------------- ---------------------------------------------- ------------ ------------
Series EE, 550 shares, matures October 1, 2012 1005
------------
9,287
------------
Total Government Securities Fund $ 148,274
============
OXY STOCK FUND
Cash Equivalents:
* Bank of Oklahoma American Performance Cash
Management Fund $ 314
* Occidental Petroleum
Corporation Common Stock, 32,163 shares, par $ .20 $ 734,012 778,033
------------ ------------
Total Oxy Stock Fund $ 734,012 $ 778,347
============ ============
COMMON STOCK INDEX FUND
Common/Collective Trust:
Barclays Global
Investment Funds S&P 500 Stock Fund, 17,884 shares $ 381,462
------------
Total Common Stock Index Fund $ 381,462
============
INCOME SECURITY FUND
Common/Collective Trust:
Institutional Investors Stable Value Fund $ 215,122
------------
Total Income Security Fund $ 215,122
============
Total Assets Held for Investment Purposes $ 1,523,205
============
* Party-in-interest as defined by ERISA
12
Appendix II
EMPLOYEES THRIFT PLAN OF OXY USA INC.
Schedule H - Part IV - Line 4j - Schedule of Reportable Transactions**
For the Year Ended December 31, 2000
EIN No. 73-1166880 Plan No. 001
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Description of Asset Expense Value of
(including interest Incurred Asset on Net
Identity of rate and maturity Purchase Selling Lease with Cost of Transaction Gain or
Party Involved in case of a loan) Price Price Rental Transaction Asset Date Loss
- ----------------------- -------------------- -------- -------- -------- ----------- -------- ----------- --------
Single Transaction:
* Occidental
Petroleum Corp Common Stock $ -- $706,382 $ -- $ -- $741,677 $ 706,382 $(35,295)
Series of Transactions:
* Occidental
Petroleum Corp Common Stock
7 acquisitions 88,623 -- -- -- 88,623 88,623 --
7 dispositions -- 893,503 -- -- 958,031 893,503 (64,528)
* Represents a party-in-interest as defined by ERISA
** Participant directed transactions are not taken into account for purposes of
preparing this schedule
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EXHIBIT INDEX
Exhibit
No. Exhibit Page Number
- --------------------------------------------------------------------------------
23 Consent of Independent Public Accountants 15
14
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated June 22, 2001, included in this Form 11-K for the year ended
December 31, 2000, into Occidental Petroleum Corporation's previously filed
Registration Statement No. 33-5490.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
June 28, 2001
15