=================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 17, 1996 OCCIDENTAL PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-9210 95-4035997 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 10889 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024 (Address of principal executive offices)(ZIP code) Registrant's telephone number, including area code: (310) 208-8800 ===================================================================Item 5. Other Events - ------- ------------ Occidental Petroleum Corporation reported on October 17, 1996, net income of $194 million ($.53 per share) for the third quarter of 1996, compared with net income of $139 million ($.36 per share) for the third quarter of 1995. Included in the third quarter 1996 is a $100 million benefit from a reduction in federal income tax liabilities no longer required and a $105 million charge for the write-down in Occidental's investment in an oil and gas project in Russia. Sales were $2.8 billion for the third quarter of 1996, compared with $2.6 billion for the third quarter of 1995. Oil and gas divisional earnings before special items were $125 million for the third quarter of 1996, compared with earnings of $46 million for the third quarter of 1995. Earnings for the third quarter of 1996 were $20 million after including the $105 million write-down in Occidental's investment in an oil and gas project in Russia. The increase in 1996 earnings resulted primarily from higher prices for worldwide crude oil and domestic natural gas, partially offset by higher exploration expense. Natural gas transmission divisional earnings for the third quarter of 1996 were $49 million, compared with $54 million for the third quarter of 1995. The decline in 1996 earnings resulted primarily from lower transport margins, partially offset by cost savings related to the reorganization announced late in 1995. Chemical divisional earnings before special items for the third quarter of 1996 were $190 million, compared with earnings of $252 million for the third quarter of 1995. The 1996 third quarter results were $228 million, after including a benefit of $40 million related to a favorable litigation settlement and the related state tax effects. The decline in 1996 earnings resulted primarily from decreased profit margins in petrochemicals, PVC resins and caustic soda, partially offset by improvements in profits from specialty chemicals. Interest expense in the third quarter of 1996 was $107 million, compared with $133 million for the third quarter of 1995. The decline in interest expense is primarily attributable to lower average interest rates and lower average debt levels resulting primarily from redemptions of high-coupon debt. For the first nine months of 1996, Occidental's net income totaled $509 million or $1.37 per share, compared with net income of $504 million or $1.37 per share for the first nine months of 1995. The 1996 results included an after-tax extraordinary loss of $30 million ($.09 per share) for the early retirement of high-coupon debt. Sales were $7.8 billion for the first nine months of 1996, compared with $8.0 billion for the same period in 1995. 1 SUMMARY OF DIVISIONAL NET SALES AND EARNINGS (Millions, except per-share amounts) Third Quarter Nine Months ---------------- ---------------- Periods Ended September 30 1996 1995 1996 1995 ================================== ======= ======= ======= ======= DIVISIONAL NET SALES Oil and gas $ 1,148 $ 779 $ 2,780 $ 2,240 Natural gas transmission 554 454 1,777 1,460 Chemical 1,084 1,325 3,210 4,253 Other - (1) (2) (3) _______ _______ _______ _______ $ 2,786 $ 2,557 $ 7,765 $ 7,950 ================================== ======= ======= ======= ======= DIVISIONAL EARNINGS Oil and gas $ 20 $ 46 $ 325 $ 76 Natural gas transmission 49 54 221 191 Chemical 228 252 558 913 _______ _______ _______ _______ 297 352 1,104 1,180 UNALLOCATED CORPORATE ITEMS Interest expense, net (107) (133) (349) (410) Income taxes (a) 7 (83) (204) (281) Other (3) 3 (12) 15 _______ _______ _______ _______ INCOME BEFORE EXTRAORDINARY GAIN(LOSS), NET 194 139 539 504 Extraordinary gain(loss), net - - (30) - _______ _______ _______ _______ NET INCOME 194 139 509 504 Preferred dividends (23) (24) (69) (70) _______ _______ _______ _______ EARNINGS(LOSS) APPLICABLE TO COMMON STOCK $ 171 $ 115 $ 440 $ 434 ======= ======= ======= ======= PRIMARY EARNINGS PER COMMON SHARE Income before extraordinary gain(loss), net $ .53 $ .36 $ 1.46 $ 1.37 Extraordinary gain(loss), net - - (.09) - _______ _______ _______ _______ PRIMARY EARNINGS PER SHARE $ .53 $ .36 $ 1.37 $ 1.37 ======= ======= ======= ======= FULLY DILUTED EARNINGS PER COMMON SHARE Income before extraordinary gain(loss), net $ .50 $ .36 $ 1.41 $ 1.33 Extraordinary gain(loss), net - - (.08) - _______ _______ _______ _______ FULLY DILUTED EARNINGS PER SHARE $ .50 $ .36 $ 1.33 $ 1.33 ======= ======= ======= ======= AVERAGE COMMON SHARES OUTSTANDING 325.3 318.6 322.4 318.0 ================================== ======= ======= ======= ======= (a) 1996 includes a $100 million credit for reduction in federal income tax liabilities no longer required. All periods include an adjustment to corporate taxes, as quarterly consolidated taxes are computed in accordance with Interpretation No. 18 of APB Opinion No. 28 and hence are based on projections of total-year income and taxes. The third quarter periods include an offset for charges and credits in lieu of U.S. federal income taxes allocated to the divisions. Divisional earnings in the third quarter of 1996 have benefited from credits allocated by $3 million, $12 million and $7 million at oil and gas, natural gas transmission and chemical, respectively. Divisional earnings in the third quarter of 1995 have benefited from credits allocated by $4 million, $12 million and $6 million at oil and gas, natural gas transmission and chemical, respectively. 2 SUMMARY OF OPERATING STATISTICS Third Quarter Nine Months -------------- -------------- Periods Ended September 30 1996 1995 1996 1995 ===================================== ====== ====== ====== ====== NET OIL, GAS AND LIQUIDS PRODUCTION PER DAY United States Crude oil and condensate (thousands of barrels) 57 62 56 65 Natural gas liquids (thousands of barrels) 14 11 12 11 Natural gas (millions of cubic feet) 588 588 605 621 Other Western Hemisphere Crude oil and condensate (thousands of barrels) 130 129 129 127 Eastern Hemisphere Crude oil and condensate (thousands of barrels) 99 95 102 89 Natural gas (millions of cubic feet) 98 96 116 107 NATURAL GAS TRANSMISSION DELIVERIES Sales (billions of cubic feet) 152 137 495 445 Transportation (billions of cubic feet) 292 344 1,137 1,112 CAPITAL EXPENDITURES (millions) $ 272 $ 226 $ 780 $ 606 ====== ====== ====== ====== DEPRECIATION, DEPLETION AND AMORTIZATION OF ASSETS (millions) $ 236 $ 235 $ 687 $ 708 ===================================== ====== ====== ====== ====== 3 SIGNATURE 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 hereunto duly authorized. OCCIDENTAL PETROLEUM CORPORATION (Registrant) DATE: October 18, 1996 S. P. Dominick, Jr. -------------------------------------------------- S. P. Dominick, Jr., Vice President and Controller (Chief Accounting and Duly Authorized Officer) 4