Item 8.01. Other Events.

On August 12, 2020, Occidental Petroleum Corporation ("Occidental") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which Occidental agreed to issue and sell to the Underwriters three series of senior unsecured notes in the aggregate principal amount of $3,000,000,000, consisting of (i) $900,000,000 aggregate principal amount of its 5.875% Senior Notes due 2025 (the "2025 Notes"), (ii) $600,000,000 aggregate principal amount of its 6.375% Senior Notes due 2028 (the "2028 Notes") and (iii) $1,500,000,000 aggregate principal amount of its 6.625% Senior Notes due 2030 (the "2030 Notes" and, together with the 2025 Notes and the 2028 Notes, the "Notes"). 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 offer and sale of the Notes contemplated by the Underwriting Agreement was consummated on August 26, 2020. Occidental will use the net proceeds from the offering of approximately $2,972 million (after deducting underwriting discounts and estimated offering expenses), to fund the concurrent tender offers described in its Offer to Purchase and Consent Solicitation Statement dated August 12, 2020 (as thereafter amended from time to time), and to pay fees and expenses in connection therewith.

The Notes were issued pursuant to an Indenture, dated as of August 8, 2019 (as amended and supplemented, the "Indenture"), between Occidental and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), as supplemented by an Officer's Certificate, dated August 26, 2020, setting forth the specific terms applicable to each series of the Notes (the "Officer's Certificate"). The 2025 Notes will bear interest at a rate of 5.875% per year, the 2028 Notes will bear interest at a rate of 6.375% per year and the 2030 Notes will bear interest at a rate of 6.625% per year. Interest on each series of the Notes will be payable semi-annually in arrears on September 1 and March 1 of each year, beginning on March 1, 2021. Interest on each series of the Notes will be payable to the holders of record of such series of the Notes at the close of business on the immediately preceding August 15 and February 15, respectively (whether or not a business day). The Indenture contains covenants that limit the ability of Occidental and its consolidated subsidiaries to, among other things, incur liens and the ability of Occidental to merge, consolidate or transfer substantially all of its assets. Occidental may redeem each series of the Notes prior to their maturity at its option, in whole or in part, at any time or from time to time, as described in the Officer's Certificate.

The Notes were sold pursuant to Occidental's automatic shelf registration statement under the Securities Act on Form S-3 (Registration No. 333-232928) filed on July 31, 2019. Occidental has filed with the U.S. Securities and Exchange Commission a final prospectus supplement, dated August 12, 2020, together with an accompanying prospectus, dated July 31, 2019, relating to the offer and sale of the Notes.

The foregoing description of the Underwriting Agreement, the Indenture, the Officer's Certificate and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Indenture, the Officer's Certificate and the forms of the Notes, which are filed herewith as Exhibits 1.1, 4.1, 4.2, and 4.3 through 4.5, respectively, and incorporated herein by reference. --------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d)       Exhibits.



Exhibit No.                                 Description
  1.1         Underwriting Agreement, dated August 12, 2020, by and between Occidental
              Petroleum Corporation and J.P. Morgan Securities LLC, MUFG Securities
              Americas Inc., RBC Capital Markets, LLC and SMBC Nikko Securities
              America, Inc., as representatives of the several underwriters named
              therein.

  4.1         Indenture, dated as of August 8, 2019, between Occidental Petroleum
              Corporation and The Bank of New York Mellon Trust Company, N.A
              (incorporated by reference to Exhibit 4.1 of Occidental's Current Report
              on Form 8-K filed on August 8, 2019).

  4.2         Officer's Certificate pursuant to the Indenture, dated as of August 26,
              2020, establishing the Notes and their terms.

  4.3         Form of Senior Notes due 2025 (included as Exhibit A to Exhibit 4.2).

  4.4         Form of Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2).

  4.5         Form of Senior Notes due 2030 (included as Exhibit C to Exhibit 4.2).

  5.1         Opinion of Cravath, Swaine & Moore LLP.

  23.1        Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit
              5.1).

104           Cover Page Interactive Data File-the cover page XBRL tags are embedded
              within the Inline XBRL document.

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