======================================================================= 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) JULY 22, 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 July 22, 1996, net income of $181 million ($.49 per share) for the second quarter of 1996, compared with net income of $187 million ($.51 per share) for the second quarter of 1995. Sales were $2.5 billion for the second quarter of 1996, compared with $2.7 billion for the second quarter of 1995. Oil and gas divisional earnings were $144 million for the second quarter of 1996, compared with earnings before special items of $79 million for the second quarter of 1995. The 1995 results, after a charge of $109 million for settlement of litigation, were a loss of $30 million. The increase in 1996 earnings resulted primarily from higher prices for worldwide crude oil and domestic natural gas. Natural gas transmission divisional earnings for the second quarter of 1996 were $51 million, compared with $62 million for the second quarter of 1995. The decline in 1996 earnings resulted primarily from lower transport margins, partially offset by lower costs related to the reorganization in late 1995. Chemical divisional earnings before special items for the second quarter of 1996 were $160 million, compared with earnings before special items of $314 million for the second quarter of 1995. The 1996 second quarter results were $212 million, after inclusion of $130 million related to a favorable litigation settlement and a charge of $75 million for additional environmental reserves relating to various existing sites, and the related state tax effects. The 1995 results, after inclusion of a $40 million pretax gain related to the sale of assets, were $354 million. The decline in 1996 earnings resulted primarily from decreased profit margins in petrochemicals and PVC resins. Interest expense in the second quarter of 1996 was $112 million compared with $133 million for the second quarter of 1995. The decline in interest expense is primarily attributable to lower average interest rates and lower average debt levels resulting from the redemption on March 15, 1996, of $955 million of 11 3/4% senior debentures. For the first six months of 1996, Occidental's net income totaled $315 million or $.84 per share, compared with net income of $365 million or $1.00 per share for the first six 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 $5.0 billion for the first six months of 1996, compared with $5.4 billion for the same period in 1995. 1 SUMMARY OF DIVISIONAL NET SALES AND EARNINGS (Millions, except per-share amounts) Second Quarter Six Months ---------------- ---------------- Periods Ended June 30 1996 1995 1996 1995 ================================== ======= ======= ======= ======= DIVISIONAL NET SALES Oil and gas $ 878 $ 756 $ 1,632 $ 1,461 Natural gas transmission 521 468 1,223 1,006 Chemical 1,058 1,456 2,126 2,928 Other - (1) (2) (2) _______ _______ _______ _______ $ 2,457 $ 2,679 $ 4,979 $ 5,393 ================================== ======= ======= ======= ======= DIVISIONAL EARNINGS Oil and gas $ 144 $ (30) $ 305 $ 30 Natural gas transmission 51 62 172 137 Chemical 212 354 330 661 _______ _______ _______ _______ 407 386 807 828 UNALLOCATED CORPORATE ITEMS Interest expense, net (112) (133) (242) (277) Income taxes (a) (112) (73) (211) (198) Other (2) 7 (9) 12 _______ _______ _______ _______ INCOME BEFORE EXTRAORDINARY GAIN(LOSS), NET 181 187 345 365 Extraordinary gain(loss), net - - (30) - _______ _______ _______ _______ NET INCOME 181 187 315 365 Preferred dividends (23) (23) (46) (46) _______ _______ _______ _______ EARNINGS(LOSS) APPLICABLE TO COMMON STOCK $ 158 $ 164 $ 269 $ 319 ======= ======= ======= ======= PRIMARY EARNINGS PER COMMON SHARE Income before extraordinary gain(loss), net $ .49 $ .51 $ .93 $ 1.00 Extraordinary gain(loss), net - - (.09) - _______ _______ _______ _______ PRIMARY EARNINGS PER SHARE $ .49 $ .51 $ .84 $ 1.00 ======= ======= ======= ======= FULLY DILUTED EARNINGS PER COMMON SHARE Income before extraordinary gain(loss), net $ .47 $ .49 $ .91 $ .96 Extraordinary gain(loss), net - - (.09) - _______ _______ _______ _______ FULLY DILUTED EARNINGS PER SHARE $ .47 $ .49 $ .82 $ .96 ======= ======= ======= ======= AVERAGE COMMON SHARES OUTSTANDING 322.4 318.2 320.9 317.8 ================================== ======= ======= ======= ======= (a) Includes 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. Also, includes an offset for charges and credits in lieu of U.S. federal income taxes allocated to the divisions. Divisional earnings in the second quarters of 1996 and 1995 have benefited from credits allocated by $4 million, $12 million and $7 million at oil and gas, natural gas transmission and chemical, respectively. 2 SUMMARY OF OPERATING STATISTICS Second Quarter Six Months -------------- -------------- Periods Ended June 30 1996 1995 1996 1995 ===================================== ====== ====== ====== ====== NET OIL, GAS AND LIQUIDS PRODUCTION PER DAY United States Crude oil and condensate (thousands of barrels) 54 66 56 66 Natural gas liquids (thousands of barrels) 11 12 11 11 Natural gas (millions of cubic feet) 611 632 613 638 Other Western Hemisphere Crude oil and condensate (thousands of barrels) 130 130 129 126 Eastern Hemisphere Crude oil and condensate (thousands of barrels) 105 89 104 87 Natural gas (millions of cubic feet) 120 118 128 113 NATURAL GAS TRANSMISSION DELIVERIES Sales (billions of cubic feet) 150 134 343 308 Transportation (billions of cubic feet) 326 353 845 768 CAPITAL EXPENDITURES (millions) $ 275 $ 220 $ 508 $ 380 ====== ====== ====== ====== DEPRECIATION, DEPLETION AND AMORTIZATION OF ASSETS (millions) $ 227 $ 235 $ 451 $ 473 ===================================== ====== ====== ====== ====== 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: July 23, 1996 S. P. Dominick, Jr. -------------------------------- S. P. Dominick, Jr., Vice President and Controller (Chief Accounting and Duly Authorized Officer) 4