Item 1.01. Entry into a Material Definitive Agreement.
On March 28, 2016, Occidental Petroleum Corporation (Occidental) entered into an Underwriting Agreement with Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the Underwriters),
pursuant to which Occidental agreed to issue and sell to the Underwriters $400,000,000 aggregate principal amount of its 2.600% senior notes due 2022 (the 2022 Notes), $1,150,000,000 aggregate principal amount of its 3.400% senior notes
due 2026 (the 2026 Notes) and $1,200,000,000 aggregate principal amount of its 4.400% senior notes due 2046 (the 2046 Notes, and together with the 2022 Notes and the 2026 Notes, the Notes). The public
offering price was 99.950% of the principal amount in the case of the 2022 Notes, 99.772% of the principal amount in the case of the 2026 Notes and 99.224% of the principal amount in the case of the 2046 Notes. The estimated net proceeds from the
offering of approximately $2.718 billion, after deducting underwriting discounts and estimated offering expenses, will be used to refinance Occidentals $750 million in aggregate principal amount of 4.125% senior notes prior to or at maturity
in June 2016 and Occidentals $1.25 billion in aggregate principal amount of 1.750% senior notes prior to maturity in February 2017, and for general corporate purposes. The offering of the Notes is expected to close on April 4, 2016, subject to
customary conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by Occidental and
customary conditions to closing, indemnification obligations of Occidental and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), other obligations of the parties and
termination provisions.
The Notes were offered pursuant to Occidentals automatic shelf registration statement on Form S-3
(Registration No. 333-205047) under the Securities Act. Occidental has filed with the Securities and Exchange Commission a final prospectus supplement, dated March 28, 2016, together with an accompanying prospectus, dated June 18, 2015, relating to
the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture, dated August 18, 2011, between Occidental and The Bank of New York Mellon Trust Company, N.A., as trustee (the Indenture), as supplemented by an
Officers Certificate, to be dated April 4, 2016, setting forth the specific terms applicable to the Notes.
The foregoing
description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated by reference herein.
In the ordinary course of their respective businesses, certain of the Underwriters and their respective affiliates have engaged, and may
in the future engage, in commercial banking and investment banking transactions with Occidental and its affiliates, for which they have received and in the future may receive compensation. Certain of the underwriters and/or their affiliates may own
some of Occidentals 4.125% Senior Notes due 2016 and/or Occidentals 1.750% Senior Notes due 2017 and therefore may receive a portion of the net proceeds of the public offering. In addition, certain of the underwriters and/or their
affiliates are lenders and/or agents under Occidentals revolving credit facility, and BNY Mellon Capital Markets, LLC, one of the underwriters, is an affiliate of the trustee.