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:
Oxy Vinyls, LP Savings Plan
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
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
OXY VINYLS, LP SAVINGS PLAN
By: /s/ Peter G. Vincent
---------------------------------------
Peter G. Vincent - Member of the
Oxy Vinyls, LP Savings Plan Pension and
Retirement Plan Administrative Committee
Dated: June 28, 2001
OXY VINYLS, LP
SAVINGS PLAN
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 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 - 14
Appendix II: Schedule H - Part IV - Line 4j - Schedule of Reportable
Transactions (for non-participant directed investments) for the year
ended December 31, 2000 15
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 Oxy Vinyls, LP Pension and Retirement
Plan Administrative Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the OXY VINYLS, LP SAVINGS PLAN (the "Plan") as of December 31, 2000
and 1999, 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
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.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
June 22, 2001
OXY VINYLS, LP
SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
As of December 31, 2000 and 1999
Assets
------
2000 1999
------------ ------------
Investments at fair value $ 95,620,060 $ 85,609,474
Cash 3,081 24,128
Receivables:
Participant contributions 435,660 537,442
Employer contributions 286,156 211,093
Interest and dividends 1,430,016 327,699
------------ ------------
Total receivables 2,151,832 1,076,234
------------ ------------
Total assets 97,774,973 86,709,836
Liabilities
-----------
Accrued Liabilities 48,320 19,341
------------ ------------
Total liabilities 48,320 19,341
------------ ------------
Net Assets Available for Plan Benefits $ 97,726,653 $ 86,690,495
============ ============
The accompanying notes are an integral part of these financial statements.
3
OXY VINYLS, LP
SAVINGS PLAN
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 $ 985,996
Dividends 1,956,767
-----------
Total investment income 2,942,763
-----------
Contributions:
Participant 6,336,705
Employer 3,233,422
Participant rollover 3,213,567
-----------
Total contributions 12,783,694
-----------
Total additions 15,726,457
Deductions:
Deductions from net assets attributable to:
Benefits paid to participants 3,433,822
Net depreciation in fair value of investments 1,127,201
Plan expenses 129,276
-----------
Total deductions 4,690,299
-----------
Net Increase 11,036,158
Net Assets Available for Plan Benefits,
Beginning of year 86,690,495
-----------
End of year $97,726,653
===========
The accompanying notes are an integral part of this financial statement.
4
OXY VINYLS, LP
SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
1. Description of the Plan
The following description of the Oxy Vinyls, LP Savings Plan (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
Occidental Chemical Corporation ("OxyChem"), a wholly-owned subsidiary of
Occidental Petroleum Corporation ("OPC" or "Oxy"), a Delaware corporation,
and The Geon Company ("Geon") caused a partnership to be formed, OXY
Vinyls, LP, a Delaware limited partnership, and selected affiliates
(collectively, the "Company" or the "Employer"), in which OxyChem and Geon
have indirect interests of 76 and 24 percent, respectively. The Plan is a
defined contribution plan generally available to certain employees of the
Company. The Plan was established by the Company effective May 1, 1999. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
b. Plan Administration
The Plan is administered by the OPC Pension and Retirement Trust and
Investment Committee as to investment decisions and by the Oxy Vinyls, LP
Pension and Retirement Plan Administrative Committee as to all matters
except investment decisions (these two committees are herein referred to
collectively as the "Committees"). The Committees have been given all
powers necessary to carry out their respective duties, including as
applicable, but not limited to, the power to administer and interpret the
Plan and to answer all questions affecting eligibility of participants. The
Northern Trust Company (the "Trustee") is the trustee and custodian of a
trust fund which holds all of the assets of the Plan. The Company pays
certain costs and expenses incurred in administering the Plan. Such costs
and expenses were not significant for the year ended December 31, 2000.
c. Contributions
Participant Contributions - Prior to June 30, 2000, participants were
allowed to contribute from 1 to 12 percent of compensation (as defined) to
the Plan on a before- or after-tax basis, or in any combination thereof,
subject to certain Internal Revenue Code ("IRC") limitations. Effective,
July 1, 2000, the upper limit on participant contributions increased from
12 to 15 percent.
5
Employer Contributions - Prior to June 30, 2000, the Employer contributed
75 percent of a participant's contribution up to the first 6 percent of
compensation. Effective July 1, 2000, Employer contributions increased to
100 percent of a participant's contribution up to the first 6 percent of
compensation. All Employer contributions are invested in the Occidental
Petroleum Corporation Common Stock Fund (the "Oxy Stock Fund").
d. Participant Accounts
Participant accounts are credited with the participant's contribution and
allocations of the Employer's contribution and investment income, and
charged with an allocation of administrative 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 contributions plus investment income
thereon, if any. Vesting in the Employer's contribution portion of the
account plus earnings thereon is based on years of service. Generally, a
participant receives 20 percent vesting for each year of service and is
fully vested after 5 years of service. Participants who were eligible to
participate in the Plan on May 1, 1999 were fully vested.
f. Forfeitures
Forfeited nonvested accounts are used to reduce Employer contributions.
During 2000, no forfeitures were used to reduce Employer contributions.
g. Distributions
Generally, upon termination of service for any reason other than death,
participants with an account balance greater than $5,000, may elect to
receive the vested portion of their account in the following distribution
options: (i) one lump sum payment, (ii) straight life annuity, (iii)
ten-year term certain annuity, (iv) joint and survivor annuity, (v) partial
cash distribution or (vi) deferral of payment with certain restrictions.
Upon termination of service due to death, the participant's beneficiary may
elect to receive the vested interests in the form of (i), (ii), (iii) or
(vi) only. A participant whose vested account balance is $5,000 or less,
may receive distributions only under options (i), (v) or (vi). Participants
may elect to receive distributions from their account balance in the Oxy
Stock Fund, the PolyOne Stock Fund (formerly the Geon Stock Fund) or the
BFGoodrich Stock Fund in cash or in shares of common stock of such company.
h. Participant Loans
Participants may borrow from their account a minimum of $1,000 up to a
maximum equal to the lesser of: (i) $50,000, reduced by the highest
outstanding loan balance in the past twelve months, (ii) 50 percent of
their vested account balance, or (iii) a loan amount which would require
payroll deductions for repayment equal to 25 percent of the participant's
base compensation. Loan transactions are treated as a transfer between the
investment fund and the participant loan fund. Loan terms range from 1 to 5
years for general purpose loans and 6 to 10 years for primary residence
loans. The loans bear interest at a fixed rate equal to the
6
Western Federal Credit Union's loan rate for a loan secured by a member's
deposit account at the time the loan is approved. During 1999, the interest
rate charged on new loans ranged from 5 to 7 percent. During 2000 the
interest rate charged on new loans was 5 percent. Loan repayments are made
ratably through payroll deductions.
i. Investment Options
As of December 31, 2000, the Plan offered 10 investment options. Upon
enrollment in the Plan, participants may direct their contributions, in 5
percent increments, in any of the investment options offered at the time.
Participants may change their investment options daily. Participants should
refer to the Plan fund description pamphlet for a complete description of
the investment options and for the detailed composition of each investment
fund. Effective December 29, 2000, the Plan terminated one investment
option. Participants directed balances out of this investment fund into
other investment funds.
2. Summary of Significant Accounting Policies
a. Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
b. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 in mutual funds, actively
managed funds, the Oxy Stock Fund, the PolyOne Stock Fund and the
BFGoodrich 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 the various risk factors, in the near
term, could materially affect participants' account balances and the
amounts reported in the financial statements.
Additionally, many mutual funds provided for invest in the securities of
foreign companies, which involves special risks and considerations not
typically associated with investing in U.S. companies. These risks include
devaluation of currencies, less reliable information about issuers,
different securities transaction clearance and settlement practices, and
possible adverse political and economic developments. Moreover, securities
of many foreign companies and their markets may be less liquid and their
prices more volatile than similar types of securities of comparable U.S.
companies.
Derivative financial instruments are used by the Plan's equity and fixed
income investment managers to remain fully invested in the asset class and
to hedge currency risk. Leveraging of the Plan assets and speculation are
prohibited.
7
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. The OPC common
stock, PolyOne common stock and BFGoodrich common stock (see Note 3) are
valued at their quoted market prices. The unit price of common or
commingled trust funds is based on the current market value of the
underlying assets of the fund. Participant loans are valued at cost, which
approximates fair value.
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 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) in fair value of investments is
reflected in the accompanying statement of changes in net assets available
for plan benefits as "net depreciation in fair value of investments".
e. Payment of 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
------------ ------------
Common Stock:
Oxy Stock Fund $ 31,070,310* $ 23,415,724*
Registered Investment Companies:
S&P 500 Index Fund 16,888,032 18,441,529
Large Cap Balanced Fund 10,366,403 11,629,315
Large Cap Growth Fund 9,295,311 10,221,730
Diversified Balanced Fund 5,798,888 2,984,656
Common/Collective Trust:
Stable Value Fund 15,234,823 11,349,882
* Participant and non-participant directed
8
During 2000, the Plan's investments (including investments bought, sold and held
during the year) depreciated in value by $1,127,201 as follows:
Common Stock $ 3,347,935
Registered Investment Companies (4,475,136)
-----------
===========
4. Oxy Stock Fund
Information about the net assets and the significant components of the changes
in net assets relating to the Oxy Stock Fund which includes both participant and
non-participant directed investments is as follows:
December 31,
2000 1999
------------ ------------
Net Assets:
Oxy Stock Fund $ 31,605,162 $ 23,909,595
============ ============
Year Ended
December 31, 2000
-----------------
Changes in Net Assets:
Contributions $ 3,489,931
Investment income 1,252,760
Net appreciation in fair value 4,040,237
Transfers between funds 102,464
Plan expenses (21,922)
Benefits paid to participants (1,167,903)
-----------------
$ 7,695,567
=================
5. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500 as of December 31:
2000 1999
------------ ------------
Net assets available for plan benefits per the financial
statements $ 97,726,653 $ 86,690,495
Amounts allocated to withdrawing participants (45,292) --
------------ ------------
Net assets available for plan benefits per the Form 5500 $ 97,681,361 $ 86,690,495
============ ============
9
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 2000
-----------------
Benefits paid to participants per
the financial statements $ 3,433,822
Add: Amounts allocated to withdrawing
participants at December 31, 2000 45,292
-----------------
Benefits paid to participants per the Form 5500 $ 3,479,114
=================
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, 2000 but not yet paid as of that date. There were no such amounts
allocated at December 31, 1999.
6. Related Party Transactions
The Trustee, Oxy Vinyls, LP and OPC are parties-in-interest as defined by ERISA.
The Trustee invests certain Plan assets in its collective short-term investment
fund, the Oxy Stock Fund, the PolyOne Stock Fund and the BFGoodrich Stock Fund.
Such transactions qualify as party-in-interest transactions permitted by
Department of Labor regulations.
For the year ended December 31, 2000, the Plan paid the Trustee approximately
$82,000 of fees for services provided under the trust agreement.
7. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants would become 100 percent vested in their accounts.
8. Tax Status
The Internal Revenue Service has determined and informed the Company by letter
dated August 3, 2000, that the Plan and related trust are designed in accordance
with applicable sections of the IRC. Although The Plan has been amended since
receiving the determination letter the Committees believe that the Plan is
designed and currently operating in compliance with the applicable requirements
of the IRC.
9. Subsequent Event
Effective January 1, 2001, two new investment options were added to the Plan;
participants were allowed to direct their contributions into these two
investment options.
10
Appendix I
OXY VINYLS, LP
SAVINGS PLAN
Schedule H - Part IV - Line 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 2000
EIN No. 73-1561426 Plan No. 071
(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
- -------- -------------------------- ---------------------------------------------- ------------ ------------
COMMON STOCK
------------
OXY STOCK FUND
Cash Equivalents:
* Northern Trust Company Collective Short Term Investment Fund,
1.80 percent $ 598,759
Common Stock:
* Occidental Petroleum Common Stock, 1,256,559 shares,
Corporation $0.20 par value $ 28,503,223 30,471,551
------------ ------------
Total Oxy Stock Fund $ 28,503,223 $ 31,070,310
============ ============
POLYONE STOCK FUND
Cash Equivalents:
* Northern Trust Company Collective Short Term Investment Fund,
1.80 percent $ 20,816
Common Stock:
* Geon Company Common Stock, 121,670 shares 714,811
------------
Total PolyOne Stock Fund $ 735,627
============
11
Schedule H - Part IV - Line 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 2000
EIN No. 73-1561426 Plan No. 071
(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
- -------- -------------------------- ---------------------------------------------- ------------ ------------
BFGOODRICH STOCK FUND
Cash Equivalents:
* Northern Trust Company Collective Short Term Investment Fund,
1.80 percent $ 2,666
Common Stock:
* BFGoodrich Company Common Stock, 3,105 shares 112,944
------------
Total BFGoodrich Stock Fund $ 115,610
============
REGISTERED INVESTMENT
COMPANIES
---------------------
LARGE CAP GROWTH FUND
Mutual Fund:
Fidelity Institutional
Retirement Services
Company Contrafund, 189,044 shares $ 9,295,311
------------
Total Large Cap Growth Fund $ 9,295,311
============
LARGE CAP BALANCED FUND
Mutual Fund:
Fidelity Institutional
Retirement Services
Company Magellan, 89,894 shares $ 10,366,403
------------
Total Large Cap Balanced Fund $ 10,366,403
============
12
Schedule H - Part IV - Line 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 2000
EIN No. 73-1561426 Plan No. 071
(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
- -------- -------------------------- ---------------------------------------------- ------------ ------------
DIVERSIFIED BALANCED FUND
Mutual Fund:
Fidelity Institutional
Retirement Services
Company Fidelity Puritan, 307,960 shares $ 5,798,888
------------
Total Diversified Balanced Fund $ 5,798,888
============
INTERNATIONAL GROWTH FUND
Mutual Fund:
Putnam International Growth, 99,878 shares $ 2,467,991
------------
Total International Growth Fund $ 2,467,991
============
S&P 500 INDEX FUND
Mutual Fund:
Vanguard Employee Benefit Index,
157,054 shares $ 16,888,032
------------
Total S&P 500 Index Fund $ 16,888,032
============
HIGH YIELD BOND FUND
Mutual Fund:
Miller Andersen & Sherred High Yield Bond, 7,083 shares $ 48,165
------------
Total High Yield Bond Fund $ 48,165
============
13
Schedule H - Part IV - Line 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 2000
EIN No. 73-1561426 Plan No. 071
(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
- -------- -------------------------- ---------------------------------------------- ------------ ------------
INTERMEDIATE BOND FUND
Mutual Fund:
Pimco Intermediate Bond, 46,655 shares $ 484,748
------------
Total Intermediate Bond Fund $ 484,748
============
COMMON/COLLECTIVE TRUST
-----------------------
STABLE VALUE FUND
Common or Commingled Trust:
Invesco Stable Value, 15,234,823 shares $ 15,234,823
------------
Total Stable Value Fund $ 15,234,823
============
PARTICIPANT LOANS
* Participant Loans Participant loans, average interest rates ranged
from 5 to 7 percent $ 3,114,152
------------
Total Participant Loans $ 3,114,152
============
Total Assets Held for Investment Purposes $ 95,620,060
============
* Represents a party-in-interest as defined by ERISA
14
15
Appendix II
OXY VINYLS, LP
SAVINGS PLAN
Schedule H - Part IV - Line 4j - Schedule of Reportable Transactions **
For the year ended December 31, 2000
EIN No. 73-1561426 Plan No. 071
(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
- ----------------------- -------------------- ---------- ---------- -------- ----------- ---------- ----------- --------
Series of Transactions:
*Occidental Common Stock Fund
Petroleum 23 Acquisitions $7,213,559 $ -- $ -- $ -- $7,213,559 $ 7,213,559 $ --
Corporation 12 Dispositions -- 4,026,908 -- 7,068 4,114,481 4,026,908 (94,641)
* Represents a party-in-interest as defined by ERISA
** Participant directed transactions are not taken into account for purposes of
preparing this schedule
15
EXHIBIT INDEX
Exhibit
No. Exhibit Page Number
- --------------------------------------------------------------------------------
23 Consent of Independent Public Accountants 17
16
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 of December 31, 2000, into Occidental Petroleum Corporation's previously filed Registration Statement No. 333-72719. /s/ ARTHUR ANDERSN LLP ARTHUR ANDERSEN LLP Los Angeles, California June 28, 2001 17