UNITED STATES
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 31, 2019

OCCIDENTAL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (713) 215-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act:

Item 2.02                   Results of Operations and Financial Condition.

On July 31, 2019, Occidental Petroleum Corporation (the “Company”) issued a press release announcing the Company’s financial condition and results of operations for the quarter ended June 30, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information contained in this report and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01                   Financial Statements and Exhibits.

(d)         Exhibits.

SIGNATURES

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.

Exhibit 99.1

Occidental Announces 2nd Quarter 2019 Results

·                  Anadarko shareholder vote scheduled for August 8; acquisition anticipated to close promptly thereafter

·                  Formed strategic partnership with Ecopetrol to develop Midland Basin acreage for proceeds of $750 million in cash plus $750 million of carried capital

·                  Hedged 2020 oil price risk with 300,000 barrels of oil per day of costless collars

·                  Announced dividend increase for the 17th consecutive year

·                  Returned $600 million to shareholders, representing approximately one third of operating cash flow

·                  Achieved pre-tax income guidance for both OxyChem and Midstream

·                  Oil and gas operating costs per BOE decreased 5 percent quarter-over-quarter

·                  Global production of 741,000 BOE per day exceeded the high end of guidance, with Permian Resources up 44 percent year-over-year

HOUSTON — July 31, 2019 — Occidental Petroleum Corporation (NYSE:OXY) today announced net and core income for the second quarter of 2019 of $635 million, or $0.84 per diluted share, and $729 million, or $0.97 per diluted share, respectively. Net and core income for the first quarter of 2019 were $631 million, or $0.84 per diluted share. Second quarter pre-tax non-core items of $107 million include Anadarko acquisition-related transaction and debt financing fees.

“We are pleased to deliver another quarter of strong operational and financial results. The strength of our integrated business model and confidence in our future performance enabled us to increase our dividend for the 17th consecutive year,” said President and Chief Executive Officer Vicki Hollub. “As we move toward closing the acquisition of Anadarko and combining our two companies into an innovative and sustainable energy leader, we remain well positioned to drive profitable growth and return excess cash to our shareholders. Our strategic partnership with Ecopetrol is a further example of our commitment to enhancing our value proposition.”

QUARTERLY RESULTS

Oil and Gas

Oil and gas pre-tax income for the second quarter of 2019 was $726 million, compared to $484 million for the prior quarter. The increase in second quarter core income reflected higher crude oil prices and sales volumes, partially offset by a negative non-cash mark-to-market adjustment on carbon dioxide purchase contracts along with lower domestic gas prices.

Total average daily production volumes exceeded guidance at 741,000 barrels of oil equivalent (BOE) for the second quarter of 2019, compared to 719,000 BOE for the first quarter of 2019. Permian Resources average daily production volumes exceeded guidance at 289,000 BOE for the second

quarter of 2019, an increase of 11 percent from the prior quarter due to improved well performance and development activity. Year-over-year, Permian Resources production for the second quarter of 2019 increased by 44 percent. International average daily production volumes also exceeded guidance at 295,000 BOE for the second quarter of 2019. Compared to 298,000 BOE for the first quarter of 2019, production in the second quarter of 2019 was lower due to production sharing impacts in Oman.

Total cash operating costs per BOE for the second quarter of 2019 of $10.97 per BOE decreased by 5 percent, compared to the prior quarter. Compared to total year 2018, total cash operating costs per BOE decreased by over 8 percent due to improved efficiencies in downhole maintenance and lower energy costs.

For the second quarter of 2019, average WTI and Brent marker prices were $59.82 per barrel and $68.32 per barrel, respectively. Average worldwide realized crude oil prices increased by 12 percent from the prior quarter to $58.91 per barrel in the second quarter of 2019. Average worldwide realized NGL prices decreased by 1 percent from the prior quarter to $18.00 per BOE in the second quarter of 2019. Average domestic realized gas prices decreased by 83 percent from the prior quarter to $0.23 per Mcf in the second quarter of 2019.

Chemical

Chemical pre-tax income for the second quarter of 2019 was $208 million, compared to $265 million for the first quarter of 2019. The decrease in income reflected lower realized caustic soda prices in the second quarter of 2019, along with fees received under a pipeline easement agreement in the first quarter of 2019, slightly offset by favorable feedstock costs.

Midstream and Marketing

Midstream and marketing pre-tax income for the second quarter of 2019 was $331 million, compared to $279 million for the first quarter of 2019. The increase in income in the second quarter of 2019 reflected higher marketing results as the first quarter had significant non-cash mark-to-market losses, as well as higher pipeline income from Dolphin Pipeline, which had completed its first quarter planned maintenance. The increase was partially offset by lower gas plant income due to planned maintenance at certain domestic gas plants.

Subsequent Events

In July 2019, Occidental entered into three-way costless collar derivative instruments for 2020 and additional call options in 2021 for 300,000 barrels of oil per day to manage its near-term exposure to cash-flow variability from commodity price risks. Occidental entered into the 2021 call options to substantially improve the ceiling price that it will receive for contracted commodity volumes in 2020.

On July 31, 2019, Occidental and Ecopetrol entered into definitive agreements to form a joint venture to develop 97,000 net acres of Occidental’s Midland Basin properties in the Permian Basin. Ecopetrol will pay $750 million in cash at closing and $750 million of carried capital in exchange for a 49-percent interest in the new venture. Occidental will own a 51-percent interest and operate the joint venture. During the carry period, Ecopetrol will pay 75-percent of Occidental’s share of capital expenditures. The joint venture allows Occidental to accelerate its development plans in the Midland Basin, where it currently has minimal activity. Occidental will retain production and cash flow from its existing operations in the Midland Basin. This transaction is expected to close in the fourth quarter of 2019.

Supplemental Non-GAAP Measures

This press release refers to core income, a supplemental measure not calculated in accordance with generally accepted accounting principles in the United States (GAAP). A definition of core income and a reconciliation to net income, the comparable GAAP financial measure, is included in the financial schedules of this press release. Occidental’s definition of core income may differ from similarly titled measures provided by other companies in our industry and as a result may not be comparable.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements about Occidental Petroleum Corporation’s (“Occidental”) expectations, beliefs, plans or forecasts. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties, many of which involve factors or circumstances that are beyond Occidental’s control. Actual results may differ from anticipated results, sometimes materially, and reported or expected results should not be considered an indication of future performance.

Factors that could cause actual results to differ and that may affect Occidental’s results of operations and financial position appear in Part I, Item 1A “Risk Factors” of Occidental’s Annual Report on Form 10-K for the year ended December 31, 2018, and in Occidental’s other filings with the U.S. Securities and Exchange Commission (“SEC”). Additional factors related to the proposed transaction between Occidental and Anadarko Petroleum Corporation (“Anadarko”) appear in the definitive proxy statement/prospectus that is a part of Occidental’s registration statement on Form S-4, as amended (the “Registration Statement”), which was declared effective by the SEC on July 11, 2019, in connection with the proposed transaction between Occidental and Anadarko.

Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of

the date of this press release and, unless legally required, Occidental does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise.

Additional Information and Where to Find it

In connection with the proposed acquisition of Anadarko, Occidental has filed with the SEC the Registration Statement, containing a prospectus of Occidental that also constitutes a proxy statement of Anadarko. Anadarko mailed a definitive proxy statement/prospectus to stockholders of Anadarko. In connection with the consent solicitation by Carl C. Icahn and certain related parties, Occidental has also filed with the SEC a consent revocation solicitation statement on Schedule 14A and mailed such consent revocation solicitation statement to stockholders of Occidental. This press release is not a substitute for the proxy statement/prospectus or Registration Statement or other document Occidental and/or Anadarko has filed or may file with the SEC in connection with the proposed transaction between Occidental and Anadarko or a substitute for any consent revocation solicitation statement or other document that Occidental has filed or may file with the SEC in connection with any solicitation by Occidental.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT, THE CONSENT REVOCATION SOLICITATION STATEMENT (INCLUDING, IN EACH CASE, ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY OCCIDENTAL AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OCCIDENTAL, ANADARKO, THE PROPOSED TRANSACTION AND ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Occidental and Anadarko free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Occidental and Anadarko are also available free of charge by accessing their websites at www.oxy.com and www.anadarko.com, respectively.

Participants

Occidental, Anadarko and their directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction between Occidental and Anadarko. In addition, Occidental, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by Occidental. Information about Occidental’s executive officers and directors is available in Occidental’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 21, 2019, in its proxy statement for the 2019 Annual Meeting which was filed with the SEC on March 28, 2019, and in

its Form 8-K which was filed with the SEC on July 15, 2019. To the extent holdings of Occidental securities have changed since the amounts printed in the proxy statement for the 2019 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about Anadarko’s executive officers and directors is available in Anadarko’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 14, 2019, and in its proxy statement for the 2019 Annual Meeting which was filed with the SEC on March 29, 2019. Additional information regarding the interests of such potential participants is included in the Registration Statement, proxy statement/prospectus and is or will be included in other relevant documents filed with the SEC. These documents are or will be available free of charge from the sources indicated above.

About Occidental

Occidental is an international oil and gas exploration and production company with operations in the United States, Middle East and Latin America. Headquartered in Houston, Occidental is one of the largest U.S. oil and gas companies, based on equity market capitalization. Occidental’s midstream and marketing segment purchases, markets, gathers, processes, transports and stores hydrocarbons and other commodities. The company’s wholly owned subsidiary OxyChem manufactures and markets basic chemicals and vinyls. Occidental posts or provides links to important information on its website at oxy.com.

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Contacts:

Media:
Melissa E. Schoeb
713-366-5615
melissa_schoeb@oxy.com

or

Investors:

Jeff Alvarez

713-215-7864

jeff_alvarez@oxy.com

On the web: oxy.com

Occidental Petroleum Corporation

Quarter 2 2019 Earnings Release Schedules Index

SCHEDULE 1

Occidental Petroleum Corporation

Summary Highlights

SCHEDULE 2

Occidental Petroleum Corporation

Segment Results Before Tax Allocations

(Amounts in millions, except per share and effective tax rate amounts)