Edgar Filing: OCCIDENTAL PETROLEUM CORP /DE/

form10q-20103q.htm

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, 2010

¨ 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	(I.R.S. Employer
incorporation or organization)	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. R Yes £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). R Yes £ No

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

Large Accelerated FilerR Accelerated Filer£ Non-Accelerated Filer£ Smaller Reporting Company£

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). £ Yes R 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, 2010
	Common stock $.20 par value		812,585,808 shares

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES


TABLE OF CONTENTS


				PAGE

Part I	Financial Information

	Item 1.	Financial Statements (unaudited)

		Consolidated Condensed Balance Sheets —
			September 30, 2010 and December 31, 2009	2

		Consolidated Condensed Statements of Income —
			Three and nine months ended September 30, 2010 and 2009	4

		Consolidated Condensed Statements of Cash Flows —
			Nine months ended September 30, 2010 and 2009	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		29

	Item 4.	Controls and Procedures		29

Part II	Other Information

	Item 1.	Legal Proceedings		30

	Item 2.	Share Repurchase Activities		30

	Item 6.	Exhibits		31

PART I FINANCIAL INFORMATION


Item 1.	Financial Statements (unaudited)

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2010 AND DECEMBER 31, 2009
(Amounts in millions)

		2010		2009

ASSETS

CURRENT ASSETS

Cash and cash equivalents	$	2,109	$	1,230

Trade receivables, net		4,367		4,142

Marketing and trading assets and other		899		1,203

Inventories		1,127		1,081

Prepaid expenses and other		420		430

Total current assets		8,922		8,086

INVESTMENTS IN UNCONSOLIDATED ENTITIES		1,777		1,732

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation, depletion and amortization of $22,046 at September 30, 2010 and $19,486 at December 31, 2009		35,974		33,645

LONG-TERM RECEIVABLES AND OTHER ASSETS, NET		830		766


TOTAL ASSETS	$	47,503	$	44,229
The accompanying notes are an integral part of these consolidated financial statements.

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2010 AND DECEMBER 31, 2009
(Amounts in millions)

		2010			2009

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Current maturities of long-term debt	$	―		$	239
Accounts payable		3,832			3,379
Accrued liabilities		2,162			2,341
Domestic and foreign income taxes		203			28
Liabilities of discontinued operations		101			105

Total current liabilities		6,298			6,092


LONG-TERM DEBT, NET		2,512			2,557

DEFERRED CREDITS AND OTHER LIABILITIES
Deferred and other domestic and foreign income taxes		3,450			3,125
Long-term liabilities of discontinued operations		120			136
Other		3,279			3,160
		6,849			6,421

STOCKHOLDERS' EQUITY
Common stock, at par value		177			177
Treasury stock		(4,172	)		(4,161	)
Additional paid-in capital		7,182			7,127
Retained earnings		28,964			26,534
Accumulated other comprehensive loss		(443	)		(596	)
Total equity attributable to common stock		31,708			29,081
Noncontrolling interest		136			78
Total equity		31,844			29,159

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	47,503		$	44,229
The accompanying notes are an integral part of these consolidated financial statements.

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
(Amounts in millions, except per-share amounts)

	Three months ended						Nine months ended
	September 30						September 30
	2010			2009			2010				2009
REVENUES AND OTHER INCOME
Net sales	$	4,896		$	4,104		$	14,428		$	10,864
Interest, dividends and other income		27			22			88			80
Gains on disposition of assets, net		6			―			1			7
		4,929			4,126			14,517			10,951
COSTS AND OTHER DEDUCTIONS
Cost of sales		2,444			2,130			7,318			6,253
Selling, general and administrative and other operating expenses		288			359			972			991
Taxes other than on income		117			105			367			320
Environmental remediation		6			10			6			10
Exploration expense		83			56			212			168
Interest and debt expense, net		26			40			96			99
		2,964			2,700			8,971			7,841
Income before income taxes and other items		1,965			1,426			5,546			3,110
Provision for domestic and foreign income taxes		816			549			2,345			1,245
(Income) from equity investments		(69	)		(66	)		(193	)		(154	)
Income from continuing operations		1,218			943			3,394			2,019
Discontinued operations, net		(5	)		(2	)		(18	)		(7	)
Net income		1,213			941			3,376			2,012
Less: Net income attributable to noncontrolling interest		(22	)		(14	)		(58	)		(35	)
NET INCOME ATTRIBUTABLE TO COMMON STOCK	$	1,191		$	927		$	3,318		$	1,977

BASIC EARNINGS PER COMMON SHARE (attributable to common stock)
Income from continuing operations	$	1.47		$	1.14		$	4.10		$	2.44
Discontinued operations, net		(0.01	)		―			(0.02	)		(0.01	)
BASIC EARNINGS PER COMMON SHARE	$	1.46		$	1.14		$	4.08		$	2.43

DILUTED EARNINGS PER COMMON SHARE (attributable to common stock)
Income from continuing operations	$	1.47		$	1.14		$	4.09		$	2.44
Discontinued operations, net		(0.01	)		―			(0.02	)		(0.01	)
DILUTED EARNINGS PER COMMON SHARE	$	1.46		$	1.14		$	4.07		$	2.43

DIVIDENDS PER COMMON SHARE	$	0.38		$	0.33		$	1.09		$	0.98
The accompanying notes are an integral part of these consolidated financial statements.

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
(Amounts in millions)

		2010			2009
CASH FLOW FROM OPERATING ACTIVITIES
Net income	$	3,376		$	2,012
Adjustments to reconcile net income to net cash provided by operating activities
Discontinued operations, net		18			7
Depreciation, depletion and amortization of assets		2,608			2,297
Deferred income tax provision		236			247
Other noncash charges to income		345			333
Gains on disposition of assets, net		(1	)		(7	)
Income from equity investments		(193	)		(154	)
Dry hole and impairment expense		124			130
Changes in operating assets and liabilities, net		348			(826	)
Other operating, net		(181	)		(165	)
Operating cash flow from continuing operations		6,680			3,874
Operating cash flow from discontinued operations		(73	)		(31	)
Net cash provided by operating activities		6,607			3,843
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures		(2,816	)		(2,649	)
Payments for purchases of assets and businesses		(1,892	)		(582	)
Sale of assets		18			47
Equity investments and other, net		116			(64	)
Net cash used by investing activities		(4,574	)		(3,248	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from long-term debt		―			740
Payments of long-term debt		(311	)		(699	)
Proceeds from issuance of common stock		7			16
Purchases of treasury stock		(11	)		(29	)
Excess share-based tax benefits and other		9			17
Distributions to noncontrolling interest		―			(15	)
Cash dividends paid		(848	)		(794	)
Net cash used by financing activities		(1,154	)		(764	)
Increase (decrease) in cash and cash equivalents		879			(169	)
Cash and cash equivalents—beginning of period		1,230			1,777
Cash and cash equivalents—end of period	$	2,109		$	1,608
The accompanying notes are an integral part of these consolidated financial statements.

OCCIDENTAL PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

September 30, 2010
1.	General

	In these unaudited consolidated condensed financial statements, "Occidental" means Occidental Petroleum Corporation, a Delaware corporation (OPC), and/or one or more entities in which it owns a majority voting interest (subsidiaries). Occidental has made its disclosures in accordance with accounting principles generally accepted in the United States of America as they apply to interim reporting, and condensed or omitted, as permitted by the Securities and Exchange Commission’s rules and regulations, certain information and disclosures normally included in consolidated financial statements and the notes. 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, 2009.

	In the opinion of Occidental’s management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present Occidental’s consolidated financial position as of September 30, 2010, and the consolidated statements of income and cash flows for the three and nine months ended September 30, 2010 and 2009, as applicable. The income and cash flows for the periods ended September 30, 2010 and 2009 are not necessarily indicative of the income or cash flows to be expected for the full year.

	Certain financial statements and notes for the prior year have been reclassified to conform to the 2010 presentation.

2.	Asset Acquisitions, Dispositions and Other Transactions

	In January 2010, Occidental and its partners signed a technical service contract with the government of Iraq to develop the Zubair Field in Iraq.

	During the nine months ended September 30, 2010, Occidental agreed to acquire various interests, mostly in operated, producing properties in the Permian and midcontinent regions, for approximately $2.1 billion. Occidental also obtained a ten-year extension for its hydrocarbon concessions in the Santa Cruz province of Argentina.

3.	Accounting and Disclosure Changes

	Fair Value Measurements – Beginning in the quarter ended March 31, 2010, Occidental enhanced its fair value measurement disclosures as a result of adopting new disclosure requirements issued by the Financial Accounting Standards Board (FASB) in January 2010. The new rules require interim and year-end disclosures of: (i) fair value measurements by classes of assets and liabilities; (ii) valuation techniques and inputs used for Level 2 or 3 fair value measurements; and (iii) significant transfers into and out of Level 1 and 2 measurements and the reasons for the transfers.

	Variable Interest Entities – Beginning January 1, 2010, Occidental modified its method of assessing the consolidation of variable interest entities as a result of adopting new accounting requirements issued by the FASB in June 2009. This new rule had no impact on Occidental’s financial statements upon adoption and will require assessment on an ongoing basis.

4.	Comprehensive Income

	The following table presents Occidental’s comprehensive income (loss) for the three and nine months ended September 30, 2010 and 2009 (in millions):

	Periods ended September 30
	Three months					Nine months
	2010		2009			2010		2009
Net income attributable to common stock	$	1,191	$	927		$	3,318	$	1,977
Other comprehensive income (loss) items
Foreign currency translation adjustments		8		10			4		28
Pension and post-retirement adjustments		7		7			20		19
Unrealized gains (losses) on derivatives		7		(8	)		67		(54	)
Reclassification of realized losses (gains) on derivatives and other		18		16			62		(6	)
Other comprehensive income (loss), net of tax		40		25			153		(13	)
Comprehensive income attributable to common stock	$	1,231	$	952		$	3,471	$	1,964

	Other than net income related to noncontrolling interest, there were no “other comprehensive income (loss) items” or changes to equity related to noncontrolling interests for the three and nine months ended September 30, 2010 and 2009.

5.	Supplemental Cash Flow Information

	Occidental paid U.S. federal, state and foreign income taxes of approximately $1.9 billion and $915 million during the nine months ended September 30, 2010 and 2009, respectively. Additionally, net payments for taxes related to discontinued operations were $44 million and $8 million for the nine months ended September 30, 2010 and 2009, respectively. Interest paid totaled approximately $108 million and $116 million for the nine months ended September 30, 2010 and 2009, 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 as of September 30, 2010 and December 31, 2009 consisted of the following (in millions):

	2010				2009
Raw materials		$	59			$	63
Materials and supplies			488				515
Finished goods			661				584
			1,208				1,162
LIFO reserve			(81	)			(81	)
Total		$	1,127			$	1,081

7.	Environmental Liabilities and Expenditures

	Occidental’s operations are subject to stringent federal, state, local and foreign laws and regulations relating to improving or maintaining environmental quality. Occidental’s environmental compliance costs have generally increased over time and could continue to rise in the future. Occidental factors environmental expenditures for its operations into its business planning process as an integral part of producing quality products responsive to market demand.

	The laws that require or address environmental remediation, including the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and similar federal, state, local and foreign laws, may apply retroactively and regardless of fault, the legality of the original activities or the current ownership or control of sites. OPC or certain of its subsidiaries participate in or actively monitor a range of remedial activities and government or private proceedings under these laws with respect to alleged past practices at operating, closed and third-party sites. Remedial activities may include one or more of the following: investigation involving sampling, modeling, risk assessment or monitoring; cleanup measures including removal, treatment or disposal; or operation and maintenance of remedial systems. The environmental proceedings seek funding or performance of remediation and, in some cases, compensation for alleged property damage, punitive damages, civil penalties, injunctive relief and government oversight costs.

	As of September 30, 2010, Occidental participated in or monitored remedial activities or proceedings at 169 sites. The following table presents Occidental’s environmental remediation reserves as of September 30, 2010, the current portion of which is included in accrued liabilities ($82 million) and the remainder in deferred credits and other liabilities – other ($286 million). The reserves are grouped as environmental remediation sites listed or proposed for listing by the U.S. Environmental Protection Agency on the CERCLA National Priorities List (NPL sites) and three categories of non-NPL sites — third-party sites, Occidental-operated sites and closed or non-operated Occidental sites.

	Number of Sites		Reserve Balance (in millions)
NPL sites		39		$	56
Third-party sites		82			94
Occidental-operated sites		19			115
Closed or non-operated Occidental sites		29			103
Total		169		$	368

As of September 30, 2010, Occidental’s environmental reserves exceeded $10 million at 13 of the 169 sites described above, and 121 of the sites had reserves from $0 to $1 million each. Occidental expects to expend funds corresponding to about half of the current environmental reserves over the next four years and the balance over the subsequent ten or more years. Occidental believes its range of reasonably possible additional loss beyond those liabilities recorded for environmental remediation at the sites described above could be up to $375 million. The status of Occidental’s involvement with the sites and related significant assumptions have not changed materially since December 31, 2009. For management’s opinion with respect to environmental matters, refer to Note 8.

8.	Lawsuits, Claims, Commitments, Contingencies and Related Matters

	OPC or certain of its subsidiaries are named, in the normal course of business, in lawsuits, claims and other legal proceedings that seek, among other things, compensation for alleged personal injury, breach of contract, property damage, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. OPC or 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, civil penalties and injunctive relief; however, Occidental is usually one of many companies in these proceedings and has to date been successful in sharing response 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. While the audits of corporate tax returns for taxable years through 2008 have concluded for U.S. federal income tax purposes, the 2009 and 2010 taxable years are currently under review by the U.S. Internal Revenue Service pursuant to its Compliance Assurance Program. Taxable years from 2000 through 2009 remain subject to examination by foreign and state government tax authorities in certain jurisdictions. In certain of these locations, tax authorities are in various stages of auditing Occidental’s income taxes. During the course of tax audits, disputes have arisen and other disputes may arise as to facts and matters of law.

	Occidental has indemnified various parties against specified liabilities that those parties might incur in the future in connection with purchases and other transactions that they have entered into with Occidental. These indemnities usually are contingent upon the other party incurring liabilities that reach specified thresholds. As of September 30, 2010, Occidental is not aware of circumstances that it believes would reasonably be expected to lead to future indemnity claims against it in connection with these transactions that would result in payments materially in excess of reserves.

	The ultimate amount of losses and the timing of any such losses that OPC and its subsidiaries may incur resulting from currently outstanding lawsuits, claims and proceedings, audits, commitments, contingencies and related matters cannot be determined reliably at this time. If these matters were ultimately resolved unfavorably at amounts substantially exceeding Occidental’s reserves, an outcome not currently expected, 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.

9.	Retirement Plans and Postretirement Benefits

	The following table sets forth the components of the net periodic benefit costs for Occidental’s defined benefit pension and postretirement benefit plans for the three and nine months ended September 30, 2010 and 2009 (in millions):

Three months ended September 30	2010					2009
Net Periodic Benefit Costs	Pension Benefit			Postretirement Benefit		Pension Benefit			Postretirement Benefit
Service cost	$	4		$	5	$	4		$	4
Interest cost		8			11		7			10
Expected return on plan assets		(8	)		―		(6	)		―
Amortization of prior service cost		―			―		1			―
Recognized actuarial loss		3			6		4			5
Total	$	7		$	22	$	10		$	19

Nine months ended September 30	2010					2009
Net Periodic Benefit Costs	Pension Benefit			Postretirement Benefit		Pension Benefit			Postretirement Benefit
Service cost	$	13		$	14	$	12		$	12
Interest cost		23			33		21			30
Expected return on plan assets		(24	)		―		(19	)		―
Amortization of prior service cost		1			―		1			―
Recognized actuarial loss		9			19		12			16
Total	$	22		$	66	$	27		$	58

	Occidental contributed $3 million and $2 million in the three month periods ended September 30, 2010 and 2009, respectively, and $8 million and $7 million in the nine month periods ended September 30, 2010 and 2009, respectively, to its defined benefit pension plans.


10.	Fair Value Measurements

	Occidental has categorized its assets and liabilities that are measured at fair value, based on the priority of the inputs to the valuation techniques, in a three-level fair value hierarchy: Level 1 – using quoted prices in active markets for identical assets or liabilities; Level 2 – using observable inputs other than quoted prices; and Level 3 – using unobservable inputs.

	Fair Values – Recurring
	Occidental primarily applies the market approach for recurring fair value measurements, maximizes its use of observable inputs and minimizes its use of unobservable inputs. Occidental utilizes the mid-point price between bid and ask prices for valuing the majority of its assets and liabilities measured and reported at fair value. In addition to using market data, Occidental makes assumptions in valuing its assets and liabilities, including assumptions about the risks inherent in the inputs to the valuation technique. For assets and liabilities carried at fair value, Occidental measures fair value using the following methods:

		Trading equity securities – Quoted prices in active markets exist and are used to provide fair values for these instruments. These securities are classified as Level 1.

		Commodity derivatives – Occidental values exchange-cleared commodity derivatives using closing prices provided by the exchange as of the balance sheet date. These derivatives are classified as Level 1. Over-the-Counter (OTC) financial commodity contracts, options and physical commodity forward purchase and sale contracts are generally valued using quotations provided by brokers or industry-standard models that consider various inputs, including quoted forward prices for commodities, time value, volatility factors, credit risk and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable prices at which transactions are executed in the marketplace. Occidental classifies these measurements as Level 2.

	The following tables provide fair value measurement information for such assets and liabilities that are measured on a recurring basis as of September 30, 2010 and December 31, 2009 (in millions):

	Fair Value Measurements at September 30, 2010 Using
Description	Level 1		Level 2		Level 3		Netting and Collateral(a)			Total Fair Value
Assets:
Trading equity securities – natural resources industry	$	114	$	―	$	―	$	―		$	114
Commodity derivatives		289		822		―		(807	)		304
Total assets	$	403	$	822	$	―	$	(807	)	$	418
Liabilities:
Commodity derivatives	$	268	$	950	$	―	$	(863	)	$	355
Total liabilities	$	268	$	950	$	―	$	(863	)	$	355

		Fair Value Measurements at December 31, 2009 Using
Description		Level 1		Level 2		Level 3		Netting and Collateral(a)			Total Fair Value
Assets:
Trading equity securities – natural resources industry		$	230	$	―	$	―	$	―		$	230
Commodity derivatives			243		612		―		(645	)		210
Total assets		$	473	$	612	$	―	$	(645	)	$	440
Liabilities:
Commodity derivatives		$	280	$	920	$	―	$	(665	)	$	535
Total liabilities		$	280	$	920	$	―	$	(665	)	$	535
(a)	Represents the impact of netting assets, liabilities and collateral when a legal right of offset exists.

	Fair Values - Nonrecurring
	During the three and nine months ended September 30, 2010 and 2009, Occidental did not have any assets or liabilities measured at fair value on a non-recurring basis.

	Other Financial Instruments
	The carrying amounts of cash and cash equivalents and other on-balance-sheet financial instruments, other than fixed-rate debt, approximate fair value. The cost, if any, to terminate off-balance-sheet financial instruments is not significant. Occidental estimates the fair value of fixed-rate debt based on the quoted market prices for those instruments or on quoted market yields for similarly rated debt instruments, taking into account such similar instruments’ maturities. The estimated fair values of Occidental’s debt, as of September 30, 2010 and December 31, 2009, were approximately $2.9 billion and $3.1 billion, respectively, compared to carrying values of $2.5 billion and $2.8 billion, respectively.

11.	Derivatives

	Derivatives are carried at fair value and on a net basis when a legal right of offset exists with the same counterparty. Occidental applies hedge accounting when transactions meet specified criteria for such treatment. If a derivative does not qualify or is not designated and documented as a hedge, any fair value gains or losses are recognized in earnings in the current period.

	Occidental has used derivatives to reduce its long-term exposure to price volatility on a small portion of its oil and gas production. Through its low-risk marketing and trading activities and within its established policy controls and procedures, Occidental has also used derivative instruments, including a combination of short-term futures, forwards, options and swaps, to improve realized prices for its oil and gas. Additionally, Occidental, through its Phibro trading unit, engages in trading activities using derivatives for the purpose of generating profits mainly from market price changes of commodities.

	Cash-Flow Hedges
	As of September 30, 2010 and December 31, 2009, Occidental held a series of collar agreements that qualify as cash-flow hedges for the sale of approximately 2 percent of its crude oil production. These agreements continue to the end of 2011. The following table presents the daily quantities and weighted-average strike prices of Occidental's collar positions as of September 30, 2010 and December 31, 2009:

Crude Oil – Collars	Daily Volume (barrels)	Average Floor	Average Cap
October 2010  December 2010 (a)	12,000	$33.00	$46.35
January 2011  December 2011 (a)	12,000	$32.92	$46.27

In 2009, Occidental entered into financial swap agreements related to the sale of a portion of its natural gas production from the Rocky Mountain region of the United States that qualify as cash-flow hedges. The following table presents the daily quantities and weighted-average prices that will be received by Occidental as of September 30, 2010 and December 31, 2009:

Natural Gas – Swaps		Daily Volume (cubic feet)	Average Price
October 2010 – December 2010 (a)		40 million	$5.03
December 2010 – March 2012 (a)		50 million	$6.07

(a)	At December 31, 2009, these contracts were outstanding with the same daily volumes and terms indicated and also covered the period from January 1, 2010 to September 30, 2010.

Occidental’s marketing and trading operations store natural gas purchased from third parties at Occidental’s leased storage facilities. Derivative instruments are used to fix margins on the future sales of the stored volumes. These derivative agreements continue through April 2011. As of September 30, 2010 and December 31, 2009, Occidental had approximately 27 billion cubic feet and 28 billion cubic feet of natural gas held in storage, respectively. As of September 30, 2010 and December 31, 2009, Occidental had designated the forecasted sale of approximately 20 billion cubic feet and 24 billion cubic feet of natural gas from storage as cash-flow hedges, respectively.

The following table presents the pre-tax gains and losses recognized in, and reclassified from, Accumulated Other Comprehensive Income (AOCI) and recognized in income (net sales), including any hedge ineffectiveness, for derivative instruments classified as cash-flow hedges for the three and nine months ended September 30, 2010 and 2009 (in millions):

	Periods ended September 30
	Three Months						Nine Months
Commodity Contracts		2010			2009			2010		2009
Unrealized gains (losses) recognized in AOCI – effective portion	$	10		$	(13	)	$	105	$	(85	)
Amount of (gains) losses reclassified from AOCI into income – effective portion	$	28		$	26		$	91	$	(10	)
(Losses) gains recognized in income – ineffective portion	$	(1	)	$	1		$	―	$	10

The following table summarizes net after-tax derivative activity recorded in AOCI for the three and nine months ended September 30, 2010 and 2009 (in millions):

	Periods ended September 30
	Three Months						Nine Months
		2010			2009			2010			2009
Beginning balance	$	(127	)	$	(218	)	$	(227	)	$	(150	)
Unrealized gains (losses) from changes in cash-flow hedges		7			(8	)		67			(54	)
Losses (gains) reclassified to income		18			16			58			(6	)
Ending balance	$	(102	)	$	(210	)	$	(102	)	$	(210	)

	During the next twelve months, Occidental expects that approximately $72 million of net after-tax derivative losses included in AOCI, based on their valuation as of September 30, 2010, will be reclassified into income.

	Derivatives Not Designated as Hedging Instruments
	Occidental’s third-party marketing and trading activities focus on purchasing crude oil and natural gas for resale from partners, producers and third parties whose oil and gas supply is located near midstream and marketing assets, such as pipelines, processing plants and storage facilities, that are owned or leased by Occidental. These purchases allow Occidental to aggregate volumes to maximize prices received for Occidental’s production. The aggregate volumes and durations of these third-party marketing and trading purchase and sales contracts generally approximate each other. In addition, Occidental’s Phibro trading unit uses derivative instruments, including forward purchases and sales for physical delivery, futures, swaps and options, in its strategy to profit from market price changes.

The following table presents gross volumes of Occidental’s commodity derivatives not designated as hedging instruments as of September 30, 2010 and December 31, 2009:

	Volumes
Commodity	2010	2009
Occidental’s production sales contracts
Crude oil (million barrels)	12	9

Third-party marketing and trading activities
Purchase contracts
Crude oil (million barrels)	156	161
Natural gas (billion cubic feet)	1,176	1,391

Sales contracts
Crude oil (million barrels)	157	182
Natural gas (billion cubic feet)	1,454	1,561

	In addition, Occidental has certain other commodity trading contracts, including agricultural products, metals, precious metals, electricity and foreign exchange contracts, which were not material to Occidental as of September 30, 2010 and December 31, 2009.

	Approximately $88 million and $76 million of net gains from derivatives not designated as hedging instruments were recognized in net sales for the three months ended September 30, 2010 and 2009, respectively. Approximately $141 million and $37 million of net gains from derivatives not designated as hedging instruments were recognized in net sales for the nine months ended September 30, 2010 and 2009, respectively.

	Fair Value of Derivatives
	The following table presents the gross fair value of Occidental’s outstanding derivatives as of September 30, 2010 and December 31, 2009 (in millions):

	Asset Derivatives				Liability Derivatives
September 30, 2010	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Cash-flow hedges (a)
Commodity contracts	Marketing and trading assets and other	$	58		Accrued liabilities	$	165
Commodity contracts	Long-term receivables and other assets, net		18		Deferred credits and other liabilities		44
			76				209

Derivatives not designated as hedging instruments (a)
Commodity contracts	Marketing and trading assets and other		954		Accrued liabilities		928
Commodity contracts	Long-term receivables and other assets, net		81		Deferred credits and other liabilities		81
			1,035				1,009
Total gross fair value			1,111				1,218
Less: counterparty netting and cash collateral (b)			(807	)			(863	)
Total net fair value		$	304			$	355

		Asset Derivatives				Liability Derivatives
December 31, 2009		Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Cash-flow hedges (a)
Commodity contracts		Marketing and trading assets and other	$	2		Accrued liabilities	$	168
Commodity contracts		Long-term receivables and other assets, net		5		Deferred credits and other liabilities		174
				7				342

Derivatives not designated as hedging instruments (a)
Commodity contracts		Marketing and trading assets and other		776		Accrued liabilities		789
Commodity contracts		Long-term receivables and other assets, net		72		Deferred credits and other liabilities		69
				848				858
Total gross fair value				855				1,200
Less: counterparty netting and cash collateral (c)				(645	)			(665	)
Total net fair value			$	210			$	535

(a)	The above fair values are presented at gross amounts, including when the derivatives are subject to master netting arrangements and qualify for net presentation in the consolidated balance sheet.
(b)	As of September 30, 2010, collateral received of $49 million has been netted against derivative assets and collateral paid of $105 million has been netted against derivative liabilities.
(c)	As of December 31, 2009, collateral received of $23 million has been netted against derivative assets and collateral paid of $43 million has been netted against derivative liabilities.

See Note 10 for fair value measurement disclosures on derivatives.

	Credit Risk
	A majority of Occidental’s derivative transactions are exchange-traded contracts, which are subject to nominal credit risk as a significant portion of these transactions are executed on a daily margin basis. Collateral of $158 million and $222 million deposited by Occidental for such contracts with clearing houses and brokers, which has not been reflected in the derivative fair value tables, is included in the marketing and trading assets and other balance as of September 30, 2010 and December 31, 2009, respectively.

	In addition, Occidental executes a portion of its derivative transactions in the OTC market. Occidental is subject to counterparty credit risk to the extent the counterparty to the derivatives is unable to meet its settlement commitments. Occidental manages this credit risk by selecting counterparties that it believes to be financially strong, by spreading the credit risk among many such counterparties, by entering into master netting arrangements with the counterparties and by requiring collateral as appropriate. Occidental actively monitors the creditworthiness of each counterparty and records valuation adjustments to reflect counterparty risk, if necessary. Certain of Occidental's OTC derivative instruments contain credit risk contingent features, primarily tied to credit ratings for Occidental or its counterparties, which may affect the amount of collateral that each would need to post. As of September 30, 2010 and December 31, 2009, Occidental had a net liability of $222 million and $350 million, respectively, for which the amount of collateral posted was $56 million and $14 million, respectively. Occidental believes that if it had received a one-notch reduction in its credit rating, it would not have resulted in a material change in its collateral-posting requirements as of September 30, 2010 and December 31, 2009.

12.	Industry Segments

	Occidental conducts its continuing operations through three segments: (1) oil and gas; (2) chemical; and (3) midstream, marketing and other (midstream and marketing). The oil and gas segment explores for, develops, produces and markets crude oil, including natural gas liquids (NGLs) and condensate, as well as natural gas. The chemical segment manufactures and markets basic chemicals, vinyls and other chemicals. The midstream and marketing segment gathers, treats, processes, transports, stores, purchases and markets crude oil (including NGLs and condensate), natural gas, CO2 and power. The segment also trades around its assets, including pipelines and storage facilities, and trades commodities and commodity-related securities.

	Segment earnings generally exclude income taxes, interest income, interest expense, environmental remediation expenses, unallocated corporate expenses and discontinued operations, but include gains and losses from dispositions of segment assets and income from the segments’ equity investments.

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

							Midstream,		Corporate
							Marketing		and
		Oil and Gas			Chemical		and Other		Eliminations			Total
Nine months ended September 30, 2010

Net sales		$	10,963		$	3,020	$	993	$	(548	)(a)	$	14,428

Pretax operating profit (loss)		$	5,475		$	327	$	270	$	(333	)(b)	$	5,739
Income taxes			―			―		―		(2,345	)(c)		(2,345	)
Discontinued operations, net			―			―		―		(18	)		(18	)
Net income attributable to noncontrolling interest			(58	)		―		―		―			(58	)
Net income (loss) attributable to common stock		$	5,417		$	327	$	270	$	(2,696	)	$	3,318

Nine months ended September 30, 2009

Net sales		$	7,952		$	2,445	$	763	$	(296	)(a)	$	10,864

Pretax operating profit (loss)		$	3,127		$	356	$	154	$	(373	)(b)	$	3,264
Income taxes			―			―		―		(1,245	)(c)		(1,245	)
Discontinued operations, net			―			―		―		(7	)		(7	)
Net income attributable to noncontrolling interest			(35	)		―		―		―			(35	)
Net income (loss) attributable to common stock		$	3,092		$	356	$	154	$	(1,625	)	$	1,977

(a)	Intersegment sales are generally made at prices approximating those that the selling entity is able to obtain in third-party transactions.
(b)	Includes net interest expense, administration expense, environmental remediation and other pre-tax items.
(c)	Includes all foreign and domestic income taxes from continuing operations.

13.	Earnings Per Share

	Occidental’s instruments containing rights to nonforfeitable dividends granted in share-based payment transactions are considered participating securities prior to vesting, and therefore, have been included in the earnings allocations in computing basic and diluted EPS under the two-class method.

	Basic EPS was computed by dividing net income attributable to common stock by the weighted-average number of common shares outstanding during each period, net of treasury shares and including vested but unissued shares and share units. The computation of diluted EPS further reflected the dilutive effect of stock options and unvested stock awards.

	The following table presents the calculation of basic and diluted EPS for the three and nine months ended September 30, 2010 and 2009:

	Periods Ended September 30
	Three months						Nine months
(in millions, except per-share amounts)		2010			2009			2010			2009
Basic EPS
Income from continuing operations	$	1,218		$	943		$	3,394		$	2,019
Less: Income from continuing operations attributable to noncontrolling interest		(22	)		(14	)		(58	)		(35	)
Income from continuing operations attributable to common stock		1,196			929			3,336			1,984
Discontinued operations, net		(5	)		(2	)		(18	)		(7	)
Net income attributable to common stock		1,191			927			3,318			1,977
Less: Net income allocated to participating securities		(2	)		(1	)		(4	)		(3	)
Net income attributable to common stock, net of participating securities	$	1,189		$	926		$	3,314		$	1,974
Weighted average number of basic shares		812.7			811.8			812.4			811.1
Basic EPS	$	1.46		$	1.14		$	4.08		$	2.43

Diluted EPS
Net income attributable to common stock, net of participating securities	$	1,189		$	926		$	3,314		$	1,974
Weighted average number of basic shares		812.7			811.8			812.4			811.1
Dilutive effect of potentially dilutive securities		1.2			2.6			1.4			2.8
Total diluted weighted average common shares		813.9			814.4			813.8			813.9
Diluted EPS	$	1.46		$	1.14		$	4.07		$	2.43

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 of $1.2 billion for the third quarter of 2010 on net sales of $4.9 billion, compared to net income of $927 million on net sales of $4.1 billion for the same period of 2009. Diluted earnings per share (EPS) were $1.46 for the third quarter of 2010 compared to $1.14 for the same period of 2009. Occidental reported net income of $3.3 billion for the first nine months of 2010 on net sales of $14.4 billion, compared to net income of $2.0 billion on net sales of $10.9 billion for the same period of 2009. Diluted EPS were $4.07 and $2.43 for the first nine months of 2010 and 2009, respectively.

Net income for three months ended September 30, 2010, compared to the same period of 2009, reflected higher crude oil and natural gas prices and volumes, improved margins and volumes across chlor-alkali and vinyl products, especially in the export markets, higher income in the trading and marketing business and higher pipeline margins, partially offset by higher oil and gas operating costs, partly resulting from the effects of fully expensing carbon dioxide (CO2) costs beginning in 2010, and higher depreciation, depletion and amortization (DD&A) rates. Net income for the nine months ended September 30, 2010, compared to the same period of 2009, reflected higher crude oil and natural gas prices and volumes, higher margins in the gas processing business and higher earnings in the pipeline and power generation business, partially offset by higher oil and gas operating costs and DD&A rates.

Net income for the nine months ended September 30, 2009 included after-tax charges of $41 million for severance, railcar leases and rig termination costs.

Unless indicated otherwise, net income and EPS reflect net income attributable to common stock.

Selected Income Statement Items

The increase in net sales for the three and nine months ended September 30, 2010, compared to the same periods of 2009, reflected higher crude oil and natural gas prices, higher chemical prices and volumes across chlor-alkali and vinyl products, especially in the export markets, and improved results in the trading and marketing business.

The increase in cost of sales for the three and nine months ended September 30, 2010, compared to the same periods of 2009, reflected higher oil and gas operating costs, partly resulting from the effects of fully expensing CO2, higher DD&A rates and chemical energy and feedstock costs. The increase in cost of sales for the nine months ended September 30, 2010, compared to the same period of 2009, also reflected higher third-party marketing volumes in the midstream, marketing and other segment (midstream and marketing). The decrease in selling, general and administrative and other operating expenses for the three and nine months ended September 30, 2010, compared to the same periods of 2009, reflected lower expenses incurred in 2010 related to foreign labor strikes and rig idling costs. The decrease in selling, general and administrative and other operating expenses for the nine months ended September 30, 2010, compared to the same period of 2009, also reflected 2009 pre-tax charges of $63 million for severance, railcar leases and rig termination costs. The increase in exploration expenses for the nine months ended September 30, 2010, compared to the same period of 2009, reflected higher exploration expenses for the exploration programs mostly in the Middle East and Midcontinent Gas.

The increase in provision for domestic and foreign income taxes for the three and nine months ended September 30, 2010, compared to the same periods of 2009, reflected higher pre-tax income and higher effective tax rates in 2010 than 2009. Provision for domestic and foreign income taxes for three and nine months ended September 30, 2009 included tax benefits from the relinquishment of international exploration contracts.

Selected Analysis of Financial Position

See “Liquidity and Capital Resources” for discussion about the change in cash and cash equivalents.

The increase in trade receivables, net, reflected higher crude oil volumes, partially offset by lower gas prices during the third quarter of 2010, compared to the fourth quarter of 2009. The decrease in marketing and trading assets and other, reflected decreases in trading securities held and marketing activities, lower joint venture receivables and collection of domestic and foreign tax receivables in 2010. The increase in property, plant and equipment, net reflected capital expenditures of approximately $2.8 billion and acquisitions of approximately $2.1 billion, partially offset by DD&A.

The decrease in current maturities of long-term debt reflected payments of amounts due on senior notes. The increase in accounts payable reflected higher third-party product marketing and trading activity and higher capital expenditures, partially offset by lower gas prices during the third quarter of 2010, compared to the fourth quarter of 2009. The decrease in accrued liabilities reflected 2010 payments related to the Phibro trading unit acquisition and scheduled foreign contract payments, partially offset by higher joint venture payables and accruals for scheduled payments related to 2010 acquisitions. The increase in domestic and foreign income taxes payable reflected higher foreign income and the timing of estimated income tax payments. The increase in deferred and other domestic and foreign income taxes was due to deferred tax charges. The increase in deferred credits and other liabilities – other reflected the long-term portion of the payments for 2010 acquisitions and accruals related to the Phibro acquisition, partially offset by lower mark-to-market activity for derivative financial instruments. The increase in stockholder’s equity reflected net income for the first nine months of 2010, partially offset by dividend payments.

Segment Operations

Occidental conducts its continuing operations through three segments: (1) oil and gas; (2) chemical; and (3) midstream and marketing. The oil and gas segment explores for, develops, produces and markets crude oil, including natural gas liquids (NGLs) and condensate (together with NGLs, “liquids”), as well as natural gas. The chemical segment manufactures and markets basic chemicals, vinyls and other chemicals. The midstream and marketing segment gathers, treats, processes, transports, stores, purchases and markets crude oil (including liquids), natural gas, CO2 and power. The segment also trades around its assets, including pipelines and storage capacity, and trades commodities and commodity-related securities.

The following table sets forth the sales and earnings of each operating segment and corporate items for the three and nine months ended September 30, 2010 and 2009 (in millions):

		Periods Ended September 30
		Three Months						Nine Months
			2010			2009			2010			2009
Net Sales (a)
Oil and Gas		$	3,641		$	3,089		$	10,963		$	7,952
Chemical			1,051			842			3,020			2,445
Midstream, Marketing and Other			388			285			993			763
Eliminations			(184	)		(112	)		(548	)		(296	)

		$	4,896		$	4,104		$	14,428		$	10,864
Segment Earnings (b)
Oil and Gas (c)		$	1,745		$	1,464		$	5,417		$	3,092
Chemical			189			72			327			356
Midstream, Marketing and Other			163			77			270			154
			2,097			1,613			6,014			3,602

Unallocated Corporate Items
Interest expense, net (b)			(19	)		(33	)		(77	)		(76	)
Income taxes			(816	)		(549	)		(2,345	)		(1,245	)
Other expense, net (b)			(66	)		(102	)		(256	)		(297	)

Income from continuing operations (c)			1,196			929			3,336			1,984
Discontinued operations, net (b)			(5	)		(2	)		(18	)		(7	)

Net income (c)		$	1,191		$	927		$	3,318		$	1,977

(a)	Intersegment sales are generally made at prices approximating those that the selling entity is able to obtain in third-party transactions.
(b)	Refer to “Significant Items Affecting Earnings,” “Oil and Gas Segment,” “Chemical Segment,” “Midstream, Marketing and Other Segment” and “Corporate” discussions that follow.
(c)	Represents amounts attributable to common stock shown after deducting noncontrolling interest amounts of $22 million and $14 million for the three months ended September 30, 2010 and 2009, respectively, and $58 million and $35 million for the nine months ended September 30, 2010 and 2009, respectively.

Significant Transactions and Events Affecting Earnings

The following table sets forth, for the three and nine months ended September 30, 2010 and 2009, the effects of significant transactions and events affecting Occidental’s earnings that vary widely and unpredictably in nature, timing and amount (in millions):

	Periods Ended September 30
	Three Months						Nine Months
		2010			2009			2010			2009
Oil & Gas
Rig terminations	$	―		$	―		$	―		$	(8	)
Total Oil and Gas	$	―		$	―		$	―		$	(8	)

Chemical
No significant items affecting earnings	$	―		$	―		$	―		$	―
Total Chemical	$	―		$	―		$	―		$	―

Midstream, Marketing and Other
No significant items affecting earnings	$	―		$	―		$	―		$	―
Total Midstream, Marketing and Other	$	―		$	―		$	―		$	―

Corporate
Severance accrual	$	―		$	―		$	―		$	(40	)
Railcar leases		―			―			―			(15	)
Tax effect of pre-tax adjustments		―			―			―			22
Discontinued operations, net*		(5	)		(2	)		(18	)		(7	)
Total Corporate	$	(5	)	$	(2	)	$	(18	)	$	(40	)

Total	$	(5	)	$	(2	)	$	(18	)	$	(48	)

*Amounts shown after tax.

Worldwide Effective Tax Rate

The following table sets forth the calculation of the worldwide effective tax rate for income from continuing operations for the three and nine months ended September 30, 2010 and 2009 (in millions):

		Periods Ended September 30
		Three Months						Nine Months
			2010			2009			2010			2009
Oil & Gas earnings (a)		$	1,745		$	1,464		$	5,417		$	3,092
Chemical earnings			189			72			327			356
Midstream, Marketing and Other earnings			163			77			270			154
Unallocated corporate items			(85	)		(135	)		(333	)		(373	)
Pre-tax income (a)			2,012			1,478			5,681			3,229

Income tax expense
Federal and state			322			189			958			349
Foreign			494			360			1,387			896
Total			816			549			2,345			1,245

Income from continuing operations (a)		$	1,196		$	929		$	3,336		$	1,984

Worldwide effective tax rate			41%			37%			41%			39%

(a)	Represents amounts attributable to common stock shown after deducting noncontrolling interest amounts of $22 million and $14 million for the three months ended September 30, 2010 and 2009, respectively, and $58 million and $35 million for the nine months ended September 30, 2010 and 2009, respectively.

Oil and Gas Segment

The following tables set forth the sales and production volumes of crude oil and liquids and natural gas per day for the three and nine months ended September 30, 2010 and 2009. The differences between the sales volumes and production per day are generally due to the timing of shipments at Occidental’s international locations where product is loaded onto tankers.

Periods Ended September 30

Three Months

Nine Months

Sales Volumes per Day