Bond Anadarko Energy 6.625% ( US032511AM90 ) in USD

Anadarko Energy

100 % ▼

United States

US032511AM90 ( in USD )

6.625% per year ( payment 2 times a year)

14/01/2028

Prospectus brochure of the bond Anadarko Petroleum US032511AM90 en USD 6.625%, maturity 14/01/2028

1 000 USD

342 000 USD

032511AM9

BB+ ( Non-investment grade speculative )

N/A

15/01/2026 ( In 79 days )

Anadarko Petroleum Corporation was an independent oil and gas exploration and production company acquired by Occidental Petroleum in 2019.

Anadarko Petroleum's US$342,000,000 6.625% Notes due January 14, 2028 (CUSIP: 032511AM9, ISIN: US032511AM90) are currently trading at 100% of par value, paying semi-annual interest, and are rated BB+ by Standard & Poor's.

TABLE OF CONTENTS
As Filed with the Securities and Exchange Commission on August 1, 2019 Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Occidental Petroleum Corporation
(Exact name of registrant as specified in its charter)
Delaware
1311
95-4035997
(State or other jurisdiction of
(Primary Standard Industrial
(IRS Employer
incorporation or organization)
Classification Code Number)
Identification Number)
5 Greenway Plaza, Suite 110
Houston, Texas 77046
(713) 215-7000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Marcia E. Backus
Senior Vice President, General Counsel and Chief Compliance Officer
Occidental Petroleum Corporation
5 Greenway Plaza, Suite 110
Houston, Texas 77046
Telephone: (713) 215-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Craig F. Arcella
Nicholas A. Dorsey
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
Approximate date of commencement of proposed sale to the public: Upon the consummation of the exchange offers described
herein.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount To be
Offering
Aggregate
Amount Of
Securities To Be Registered
Registered(1)
Price Per Unit
Offering Price
Registration Fee(3)
4.850% Senior Notes due 2021
$
677,035,000

100% $
677,035,000
$
82,056.65
3.450% Senior Notes due 2024
$
247,965,000

100% $
247,965,000
$
30,053.36
6.950% Senior Notes due 2024
$
650,000,000

100% $
650,000,000
$
78,780.00
7.250% Debentures due 2025
$
310,000

100% $
310,000
$
37.58
5.550% Senior Notes due 2026
$
1,100,000,000

100% $
1,100,000,000
$
133,320.00
7.500% Debentures due 2026
$
111,856,000

100% $
111,856,000
$
13,556.95
7.000% Debentures due 2027
$
47,750,000

100% $
47,750,000
$
5,787.30
7.125% Debentures due 2027
$
150,000,000

100% $
150,000,000
$
18,180.00
7.150% Debentures due 2028
$
235,133,000

100% $
235,133,000
$
28,498.12
6.625% Debentures due 2028
$
14,153,000

100% $
14,153,000
$
1,715.35
7.200% Debentures due 2029
$
135,005,000

100% $
135,005,000
$
16,362.61
7.950% Debentures due 2029
$
116,275,000

100% $
116,275,000
$
14,092.53
7.500% Senior Notes due 2031
$
900,000,000

100% $
900,000,000
$
109,080.00
7.875% Senior Notes due 2031
$
500,000,000

100% $
500,000,000
$
60,600.00
6.450% Senior Notes due 2036
$
1,750,000,000

100% $
1,750,000,000
$
212,100.00
Zero Coupon Senior Notes due 2036
$
2,270,600,000(4)
100% $
2,270,600,000
$
275,196.72
7.950% Senior Notes due 2039
$
325,000,000

100% $
325,000,000
$
39,390.00
6.200% Senior Notes due 2040
$
750,000,000

100% $
750,000,000
$
90,900.00
4.500% Senior Notes due 2044
$
625,000,000

100% $
625,000,000
$
75,750.00
6.600% Senior Notes due 2046
$
1,100,000,000

100% $
1,100,000,000
$
133,320.00
7.250% Debentures due 2096
$
48,800,000

100% $
48,800,000
$
5,914.56
7.730% Debentures due 2096
$
60,500,000

100% $
60,500,000
$
7,332.60
7.500% Debentures due 2096
$
77,970,000

100% $
77,970,000
$
9,449.97
Total

$ 11,893,352,000(2) $
1,441,474.30
(1)
Represents the aggregate principal amount of each series of notes to be offered in the exchange offers to which the registration statement relates.
(2)
Represents the proposed maximum aggregate offering price of all notes to be offered in the exchange offers to which the registration statement relates.
(3)
Calculated in accordance with Rule 457(o) of the Securities Act of 1933, as amended, equal to 0.0001212 multiplied by the applicable proposed maximum
aggregate offering price.
(4)
Aggregate principal amount at maturity. The accreted amount as of , 2019, the anticipated settlement date of the applicable exchange offer, will be
approximately $ per $1,000,000 aggregate principal amount at maturity of Zero Coupon Notes.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter
become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the SEC, acting pursuant to said section 8(a), may determine.

TABLE OF CONTENTS
The information in this prospectus is not complete and may be changed. We may not complete the exchange offers
and issue these securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities or a solicitation of an offer to buy these securities in
any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 1, 2019
PROSPECTUS

Offers to Exchange
All Outstanding Notes of the Series Specified Below and Solicitation of Consents to Amend the Related Anadarko, Anadarko HoldCo,
Anadarko Finance and Kerr-McGee Indentures
Early Participation Date: 5:00 p.m., New York City Time, , 2019, unless extended
Expiration Date: 5:00 p.m., New York City Time, , 2019, unless extended
We are offering to exchange any and all validly tendered (and not validly withdrawn) and accepted notes of the 23 series of notes described in the below table
(collectively, the "Old Notes") issued by Anadarko Petroleum Corporation ("Anadarko"), Anadarko Holding Company, as successor in interest to Union Pacific
Resources Group Inc. ("Anadarko HoldCo"), Anadarko Finance Company ("Anadarko Finance") or Kerr-McGee Corporation ("Kerr-McGee"), as applicable, for
notes to be issued by us as described in, and for the consideration summarized in, the table below.
Title of Series of
Early
Aggregate
Notes to be
Participation
Principal
Title of Series
Issued by Us (collectively,
Exchange
Premium(1)
Total
Amount
of Old Notes
Issuer
CUSIP/ISIN No.
the "Oxy Notes")
Consideration(1)(2)
(2)
Consideration(1)(2)(3)
Oxy
Oxy
Notes
Oxy Notes
Notes
(principal
(principal
(principal

amount)
Cash
amount)
amount)
Cash
$677,035,000
4.850% Senior Notes due 2021
Anadarko
032511BM8 /
4.850% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BM81
due 2021
$247,965,000
3.450% Senior Notes due 2024
Anadarko
032511BJ5 /
3.450% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BJ52
due 2024
$650,000,000
6.950% Senior Notes due 2024
Kerr-McGee
492386AU1 /
6.950% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US492386AU15
due 2024
$310,000
7.250% Debentures due 2025
Anadarko
032511AH0 /
7.250% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AH06
due 2025
$1,100,000,000
5.550% Senior Notes due 2026
Anadarko
032511BN6 /
5.550% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BN64
due 2026
$111,856,000
7.500% Debentures due 2026
Anadarko
907834AB1 /
7.500% Debentures
$970
$1.00
$30
$1,000
$1.00
HoldCo
US907834AB13
due 2026
$47,750,000
7.000% Debentures due 2027
Anadarko
032511AL1 /
7.000% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AL18
due 2027
$150,000,000
7.125% Debentures due 2027
Kerr-McGee
492386AK3 /
7.125% Debentures
$970
$1.00
$30
$1,000
$1.00
US492386AK33
due 2027
$235,133,000
7.150% Debentures due 2028
Anadarko
907834AG0 /
7.150% Debentures
$970
$1.00
$30
$1,000
$1.00
HoldCo
US907834AG00
due 2028
$14,153,000
6.625% Debentures due 2028
Anadarko
032511AM9 /
6.625% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AM90
due 2028
$135,005,000
7.200% Debentures due 2029
Anadarko
032511AN7 /
7.200% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AN73
due 2029
$116,275,000
7.950% Debentures due 2029
Anadarko
907834AJ4 /
7.950% Debentures
$970
$1.00
$30
$1,000
$1.00
HoldCo
US907834AJ49
due 2029
$900,000,000
7.500% Senior Notes due 2031
Anadarko
032479AD9 /
7.500% Senior Notes
$970
$1.00
$30
$1,000
$1.00
Finance
US032479AD91
due 2031
$500,000,000
7.875% Senior Notes due 2031
Kerr-McGee
492386AT4 /
7.875% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US492386AT42
due 2031
$1,750,000,000
6.450% Senior Notes due 2036
Anadarko
032511AY3 /
6.450% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511AY39
due 2036
$2,270,600,000(4)
Zero Coupon Senior Notes due
Anadarko
032511BB2 /
Zero Coupon Senior
$970
$1.00
$30
$1,000
$1.00
2036
US032511BB27
Notes
due 2036
$325,000,000
7.950% Senior Notes due 2039
Anadarko
032511BG1 /
7.950% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BG14
due 2039
$750,000,000
6.200% Senior Notes due 2040
Anadarko
032510AC3 /
6.200% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032510AC36
due 2040
$625,000,000
4.500% Senior Notes due 2044
Anadarko
032511BK2 /
4.500% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BK26
due 2044
$1,100,000,000
6.600% Senior Notes due 2046
Anadarko
032511BP1 /
6.600% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BP13
due 2046
$48,800,000
7.250% Debentures due 2096
Anadarko
032511AK3 /
7.250% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AK35
due 2096
$60,500,000
7.730% Debentures due 2096
Anadarko
032511AJ6 /
7.730% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AJ61
due 2096
$77,970,000
7.500% Debentures due 2096
Anadarko
907834AC9 /
7.500% Debentures
$970
$1.00
$30
$1,000
$1.00
HoldCo
US907834AC95
due 2096
(1)
Consideration per $1,000 principal amount of Old Notes validly tendered and accepted for exchange, subject to any rounding as described herein.
(2)
The term "Oxy Notes" in this column refers, in each case, to the series of Oxy Notes corresponding to the series of Old Notes of like tenor and coupon.
(3)
Includes the Early Participation Premium (as defined below) for Old Notes validly tendered prior to the Early Participation Date described below and not validly withdrawn.
(4)
Aggregate principal amount at maturity. The accreted amount as of , 2019, the anticipated settlement date of the applicable exchange offer, will be approximately $ per
$1,000,000 aggregate principal amount at maturity of Zero Coupon Notes.(continued on next page)
The dealer managers for the exchange offers and the solicitation agents for the consent solicitations for the Old Notes are:
BofA Merrill Lynch
Citigroup

J.P. Morgan
Wells Fargo Securities
The date of this prospectus is , 2019.

TABLE OF CONTENTS
(continued from cover)
In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on , 2019, unless
extended by us (such date and time, as it may be extended, the "Early Participation Date") and not validly withdrawn, holders will receive the total
consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal amount of Oxy Notes and a cash amount of $1.00.
The Total Consideration includes an early participation premium set out in the table above (the "Early Participation Premium"), which consists of $30
principal amount of Oxy Notes.
In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date (as
defined below) and not validly withdrawn, holders will receive only the exchange consideration set out in the table above (the "Exchange Consideration"),
which is equal to the Total Consideration less the Early Participation Premium and therefore consists of $970 principal amount of Oxy Notes and a cash
amount of $1.00.
Except where otherwise indicated, the term "aggregate principal amount," when used in reference to the Zero Coupon Senior Notes due 2036 (the "Zero
Coupon Notes"), refers to the accreted amount as of , 2019, the anticipated Settlement Date (as defined below), and will be approximately $ per
$1,000,000 aggregate principal amount at maturity of Zero Coupon Notes. The term "aggregate principal amount at maturity," when used in reference to
the Zero Coupon Notes, refers to the aggregate principal amount payable at maturity, which is $1,000,000 for each $1,000,000 of fully accreted Zero Coupon
Notes. For the avoidance of doubt, the $1.00 cash amount for the series of Old Notes corresponding to the Zero Coupon Notes (the "Old Zero Coupon
Notes") will be paid based on the aggregate principal amount (or accreted value) as of the Settlement Date of such Old Zero Coupon Notes validly tendered.
No additional payment will be made for a holder's consent to the proposed amendments to the Old Notes Indentures (as defined below).
Tenders of Old Notes in connection with any of the exchange offers may be withdrawn at any time prior to the Expiration Date of the applicable exchange
offer. Following the Expiration Date, tenders of Old Notes may not be validly withdrawn unless we are otherwise required by law to permit withdrawal.
Consents to the proposed amendments may be revoked at any time prior to 5:00 p.m., New York City time, on , 2019, unless extended by us (such date
and time, as it may be extended, the "Consent Revocation Deadline"), but may not be revoked at any time thereafter. Consents may be revoked only by
validly withdrawing the associated tendered Old Notes. A valid withdrawal of tendered Old Notes prior to the Consent Revocation Deadline will be deemed
to be a concurrent revocation of the related consent to the proposed amendments to the applicable Old Notes Indenture, and a revocation of a consent to the
proposed amendments prior to the Consent Revocation Deadline will be deemed to be a concurrent withdrawal of the related tendered Old Notes. However,
a valid withdrawal of Old Notes after the Consent Revocation Deadline will not be deemed a revocation of the related consent and your consent will continue
to be deemed delivered.
Each Oxy Note issued in exchange for an Old Note will have an interest rate and maturity that is identical to the interest rate and maturity of the tendered Old Note, as
well as identical interest payment dates and optional redemption prices (subject to certain technical changes to ensure that the calculations of the treasury rate are
consistent with the methods used in the new notes issuance (as defined below)). No accrued but unpaid interest will be paid on the Old Notes in connection with the
exchange offers. Interest on the applicable Oxy Note will, however, (a) accrue from and including the most recent interest payment date of the tendered Old Note and
(b) if the regular record date for the first interest payment date would be a date prior to the Settlement Date, the record date for such first interest payment date will be
the day immediately preceding such interest payment date. Subject to the minimum denominations as described herein, the principal amount of each Oxy Note will be
rounded down, if necessary, to the nearest whole multiple of $1,000, and we will pay cash equal to the remaining portion, if any, of the exchange price of such Old
Note. The exchange offers will expire at 5:00 p.m., New York City time, on , 2019, unless extended (the "Expiration Date"). You may withdraw tendered
Old Notes at any time prior to the Expiration Date. As further described in this prospectus, if your valid withdrawal of your tendered Old Notes occurs after the
Consent Revocation Deadline, you will not be able to revoke the related consent to the proposed amendments described below. As of the date of this prospectus, there
was approximately $11,893,352,000 aggregate principal amount at maturity of outstanding Old Notes.
Concurrently with the exchange offers, we are also soliciting consents from each holder of the Old Notes, on behalf of Anadarko, Anadarko HoldCo, Anadarko
Finance and Kerr-McGee, respectively, and upon the terms and conditions set forth in this prospectus and the related letter of transmittal and consent, to certain
proposed amendments (the "proposed amendments") to each series of Old Notes to be governed by, as applicable:
·
a supplemental indenture to the indenture, dated as of August 1, 1982 (as amended or supplemented prior to the date of execution of such supplemental
indenture, the "Kerr-McGee 1982 Old Notes Indenture"), among Kerr-McGee, Anadarko and The Bank of New York Mellon Trust Company, N.A. (as
successor in interest to Citibank, N.A.), as trustee (the "1982 Trustee"), relating to the 7.125% Debentures due 2027;
·
a supplemental indenture to the indenture, dated as of March 1, 1995 (as amended or supplemented prior to the date of execution of such supplemental
indenture, the "Anadarko 1995 Old Notes Indenture"), among Anadarko and The Bank of New York Mellon Trust Company, N.A. (as successor in
interest to The Chase Manhattan Bank, N.A.), as trustee (the "1995 Trustee"), relating to the 7.250% Debentures due 2025, the 7.250% Debentures due
2096 and the 7.730% Debentures due 2096;
·
a supplemental indenture to the indenture, dated as of March 27, 1996 (as amended or supplemented prior to the date of execution of such supplemental
indenture, the "Anadarko HoldCo 1996 Old Notes Indenture"), among Anadarko HoldCo (as successor in interest to Union Pacific Resources Group Inc.)
and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Chase Bank of Texas National Association), as trustee (the "1996
Trustee"), relating to the 7.500% Debentures due 2026, the 7.150% Debentures due 2028 and the 7.500% Debentures due 2096;
·
a supplemental indenture to the indenture, dated as of September 1, 1997 (as amended or supplemented prior to the date of execution of such
supplemental indenture, the "Anadarko 1997 Old Notes Indenture"), among Anadarko and The Bank of New York Mellon Trust Company, N.A. (as
successor in interest to Harris Trust and Savings Bank), as trustee (the "1997 Trustee"), relating to the 7.000% Debentures due 2027, the 6.625%
Debentures due 2028 and the 7.200% Debentures due 2029;
·
a supplemental indenture to the indenture, dated as of April 13, 1999 (as amended or supplemented prior to the date of execution of such supplemental
indenture, the "Anadarko HoldCo 1999 Old Notes Indenture" and, together with the Anadarko HoldCo 1996 Old Notes Indenture, the "Anadarko HoldCo
Old Notes Indentures"), among Anadarko HoldCo (as successor in interest to Union Pacific Resources Group Inc.), the subsidiary co-issuers party hereto,
Anadarko, as guarantor, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The Bank of New York), as trustee (the
"1999 Trustee"), relating to the 7.950% Debentures due 2029;
·
a supplemental indenture to the indenture, dated as of April 26, 2001 (as amended or supplemented prior to the date of execution of such supplemental
indenture, the "Anadarko Finance 2001 Old Notes Indenture"), among Anadarko Finance, Anadarko, as guarantor, and The Bank of New York Mellon
Trust Company, N.A. (as successor in interest to The Bank of New York), as trustee (the "2001 Anadarko Finance Trustee"), relating to the 7.500%
Senior Notes due 2031;
·
a supplemental indenture to the indenture, dated as of August 1, 2001 (as amended or supplemented prior to the date of execution of such supplemental
indenture, the "Kerr-McGee 2001 Old Notes Indenture" and, together with the Kerr-McGee 1982 Old Notes Indenture, the "Kerr-McGee Old Notes
Indentures"), among Kerr-McGee, Anadarko, as guarantor, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Citibank,
N.A.), as trustee (the "2001 Kerr-McGee Trustee"), relating to the 6.950% Senior Notes due 2024 and the 7.875% Senior Notes due 2031; and

TABLE OF CONTENTS
(continued from cover)
·
a supplemental indenture to the indenture, dated as of September 19, 2006 (as amended or supplemented prior to the date of execution of such
supplemental indenture, the "Anadarko 2006 Old Notes Indenture"), among Anadarko and The Bank of New York Mellon Trust Company, N.A.,
(formerly known as The Bank of New York Trust Company, N.A.), as trustee (the "2006 Trustee"), relating to the 4.850% Senior Notes due 2021, the
3.450% Senior Notes due 2024, the 5.550% Senior Notes due 2026, the 6.450% Senior Notes due 2036, the Zero Coupon Notes, the 7.950% Senior
Notes due 2039, the 6.200% Senior Notes due 2040, the 4.500% Senior Notes due 2044 and the 6.600% Senior Notes due 2046.
The Kerr-McGee 1982 Old Notes Indenture, Anadarko 1995 Old Notes Indenture, Anadarko HoldCo 1996 Old Notes Indenture, Anadarko 1997 Old Notes Indenture,
Anadarko HoldCo 1999 Old Notes Indenture, Anadarko Finance 2001 Old Notes Indenture, Kerr-McGee 2001 Old Notes Indenture and Anadarko 2006 Old Notes
Indenture are referred to collectively as the "Old Notes Indentures." The 1982 Trustee, the 1995 Trustee, the 1996 Trustee, the 1997 Trustee, the 1999 Trustee, the
2001 Anadarko Finance Trustee, the 2001 Kerr-McGee Trustee and the 2006 Trustee are referred to collectively as the "Old Notes Trustees."
You may not consent to the proposed amendments to the relevant Old Notes Indenture without tendering your Old Notes in the applicable exchange offer and you may
not tender your Old Notes for exchange without consenting to the applicable proposed amendments. By tendering your Old Notes for exchange, you will be deemed to
have validly delivered your consent to the proposed amendments to the applicable Old Notes Indenture under which those notes were issued with respect to that
specific series, as further described under "The Proposed Amendments." You may revoke your consent to the proposed amendments at any time prior to the Consent
Revocation Deadline by withdrawing the Old Notes you have tendered prior to the Consent Revocation Deadline but you will not be able to revoke your consent after
the Consent Revocation Deadline, as further described in this prospectus.
The consummation of each exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, the waiver, where permitted, of the
conditions discussed under "The Exchange Offers and Consent Solicitations--Conditions to the Exchange Offers and Consent Solicitations," including,
among other things, the completion of the merger, the satisfaction of the Requisite Consent Condition (as defined in "The Exchange Offers and Consent
Solicitations--Conditions to the Exchange Offers and Consent Solicitations") and the registration statement on Form S-4 of which this prospectus forms a
part having been declared effective and remaining effective on the Settlement Date. We may, at our option, waive any such conditions at or by the Expiration
Date, except (i) the condition that the registration statement of which this prospectus forms a part has been declared effective by the SEC and remains
effective on the Settlement Date and (ii) the condition that the merger has been completed or will be completed by the Settlement Date.
Subject to applicable law, each exchange offer and each consent solicitation is being made independently of the other exchange offers and consent solicitations, and we
reserve the right to terminate, withdraw or amend each exchange offer and each consent solicitation independently of the other exchange offers and consent
solicitations at any time and from time to time, as described in this prospectus.
On May 9, 2019, we entered into an Agreement and Plan of Merger (the "merger agreement"), by and among us, Anadarko and Baseball Merger Sub 1, Inc., one of
our indirect wholly-owned subsidiaries ("Merger Subsidiary"), pursuant to which, among other things and subject to the satisfaction or, where permitted, the waiver of
certain conditions, Merger Subsidiary will merge with and into Anadarko, with Anadarko continuing as the surviving company and as our indirect wholly-owned
subsidiary (the "merger").
The merger is subject to customary closing conditions, including approval from Anadarko's stockholders. Anadarko has scheduled a special meeting of its
stockholders on August 8, 2019, to vote on the proposal necessary to approve the merger, and we currently expect the merger to be completed shortly thereafter. It is
possible, however, that factors outside of our control could require us to complete the merger at a later time or not to complete it at all. See "Summary--The Merger"
beginning on page 2 for more information.
We plan to issue the Oxy Notes promptly following the Expiration Date (the "Settlement Date"). The Old Notes are not, and the Oxy Notes will not be, listed on any
securities exchange.
This investment involves risks. Prior to participating in any of the exchange offers and consenting to the proposed amendments, please see the section
entitled "Risk Factors" beginning on page 27 of this prospectus for a discussion of the risks that you should consider. You also should read and carefully
consider the risk factors contained in the documents that are incorporated by reference herein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
None of Occidental, Anadarko, Anadarko HoldCo, Andarko Finance, Kerr-McGee, the exchange agent (as defined herein), the information agent, the Old Notes
Trustees, the Trustee (as defined below) or the dealer managers makes any recommendation as to whether holders of the Old Notes should exchange their notes in the
exchange offers or deliver consents to the proposed amendments to the Old Notes Indentures.
In order to participate in any exchange offer and consent solicitation for Old Notes, holders of the Old Notes resident in Canada are required to complete,
sign and submit to the exchange agent a Canadian Eligibility Form (attached as Annex A to the accompanying letter of transmittal and consent). See
"Notices to Certain Non-U.S. Holders--Canada."
The communication of this prospectus and any other document or materials relating to the issue of the Oxy Notes offered hereby is not being made, and such
documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom's Financial Services and Markets
Act 2000 (as amended, the "FSMA"). Accordingly, such documents and materials are not being distributed to, and must not be directed at, the general public in the
United Kingdom. The communication of such documents and/or materials is only being made to those persons in the United Kingdom who have professional
experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")), or who fall within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "Relevant Persons"). In the United Kingdom, this prospectus and the Oxy Notes offered hereby are only available to, and any investment or
investment activity to which this prospectus and any other document or materials relating to the issue of the Oxy Notes offered hereby relates, will be engaged in only
with, Relevant Persons. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this prospectus or any of its contents.
This prospectus and any other document or materials relating to the issue of the Oxy Notes offered hereby is not a prospectus for the purposes of the Prospectus
Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended or superseded), and includes any relevant implementing measure in any
member state ("Member State") of the European Economic Area (the "EEA") which has implemented the Prospectus Directive.
As a result of the merger, Anadarko will no longer be a publicly held company. Following the merger, Anadarko will file a Form 15 and the common stock will be
delisted from the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly,
Anadarko will not file periodic reports or information with the U.S. Securities and Exchange Commission (the "SEC") or, if the Requisite Consents (as defined below)
for the 7.500% Senior Notes due 2031 are received, with any Old Notes Trustee (as defined below) or any holders of the Old Notes. Consequently, the liquidity,
market value and price volatility of the Old Notes issued by Anadarko that remain outstanding after the completion of the exchange offers may be materially and
adversely affected.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The Oxy Notes are not intended to be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article
4(1) of Directive (EU) 2014/65/EU (as amended, "MiFID II"), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) a person that is not a qualified
investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Oxy Notes and otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the securities or otherwise making them available to a retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE/TARGET MARKET--Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Oxy Notes has led to the conclusion that: (i) the target market for the Oxy Notes is eligible counterparties and professional clients only,
each as defined in MiFID II and (ii) all channels for distribution of the Oxy Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Oxy Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Oxy Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.

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Page
ABOUT THIS PROSPECTUS

i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ii
WHERE YOU CAN FIND MORE INFORMATION
iv
SUMMARY
1
RISK FACTORS
27
USE OF PROCEEDS
32
THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
33
DESCRIPTION OF THE DIFFERENCES BETWEEN THE OXY NOTES AND THE OLD NOTES
45
THE PROPOSED AMENDMENTS
66
DESCRIPTION OF THE OXY NOTES
74
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
99
NOTICES TO CERTAIN NON-U.S. HOLDERS
107
VALIDITY OF NOTES
110
EXPERTS
111
ABOUT THIS PROSPECTUS
References in this prospectus to "Occidental," the "Company," "we," "us" and "our" refer to Occidental Petroleum Corporation and
not to any of its subsidiaries, unless otherwise stated or the context so requires.
No person is authorized to give any information or to make any representations other than those contained or incorporated by
reference in this prospectus. We and our subsidiaries and the dealer managers take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. The delivery of this prospectus will not, under
any circumstances, create any implication that there has been no change in our and our subsidiaries' affairs since the date of this
prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such
information. Our and our subsidiaries' business, financial condition, results of operations and prospects may have changed since
those dates.
This prospectus is part of a registration statement that we have filed with the SEC. Prior to making any decision with respect to the
exchange offers and consent solicitations, you should read this prospectus and any prospectus supplement, together with the
documents incorporated by reference herein and therein, the registration statement, the exhibits thereto and the additional
information described under the heading "Where You Can Find More Information."
References in this prospectus to "$" and "dollars" are to the currency of the United States.
To receive timely delivery of the documents prior to the Early Participation Date, you should make your request no later than ,
2019. To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than ,
2019.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements with respect to the financial condition, results of operations and
business of Occidental and Anadarko and the combined businesses of Occidental and Anadarko and certain plans and objectives of
Occidental and Anadarko with respect thereto, including statements about the merger and the expected benefits of the merger. These
statements may be made directly in this prospectus or may be incorporated by reference to other documents and may include
statements for the period after completion of the merger. These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect,"
"estimate," "intend," "plan," "goal," "believe," "hope," "aim," "continue," "will," "may," "would," "could" or "should" or other
words of similar meaning. There are several factors which could cause actual plans and results to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but are not limited to, the following risks related to the
merger and the financing transactions (as defined below):
·
the ability of Occidental and Anadarko to complete the merger, including approval by the Anadarko stockholders and to
satisfy the other conditions to the closing of the merger on a timely basis or at all;
·
the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement,
including under circumstances that might require Occidental to pay or cause to be paid a termination fee of $1 billion to
Anadarko;
·
the possibility that the merger is delayed or does not occur;
·
Occidental's ability to finance the merger, including completion of any contemplated debt financing or equity investment;
·
the possibility that the anticipated benefits from the merger cannot be realized in full or at all or may take longer to realize
than expected, including risks associated with achieving expected synergies, cost savings, capital spending reductions and
operating efficiencies from the merger;
·
risks relating to significant merger costs and/or unknown liabilities;
·
risks associated with third-party contracts containing change in control consent requirements and/or other provisions that
may be triggered by the merger or the financing transactions;
·
risks associated with merger-related litigation or appraisal proceedings;
·
the ability of Occidental to retain and hire key personnel;
·
Occidental's indebtedness and other payment obligations, including the substantial indebtedness Occidental expects to
incur in connection with the merger and the need to generate sufficient cash flows to service and repay such debt and to pay
dividends pursuant to the Berkshire Hathaway investment (as defined below); and
·
Occidental's ability to consummate the Total transaction (as defined below), including the ability to receive the required
regulatory approvals.
Such factors also include the following risks:
·
assumptions about the energy markets;
·
global and local commodity and commodity-futures pricing fluctuations;
·
supply and demand considerations for, and the prices of, our products or services;
·
unexpected changes in costs;
·
the regulatory approval environment;
·
our ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures,
efficiency projects, acquisitions or dispositions;
·
risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty
associated with financial projections, projected synergies, restructuring, increased costs and adverse tax consequences;
·
uncertainties and liabilities associated with acquired and divested properties and businesses;
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·
uncertainties about the estimated quantities of oil, natural gas and natural gas liquids ("NGLs") reserves;
·
lower-than-expected production from development projects or acquisitions;
·
exploration, drilling and other operational risks;
·
general economic conditions, domestically, internationally, or in the jurisdictions in which we are, or in the future, may be,
doing business;
·
governmental actions and political conditions and events;
·
the regulatory approval environment, including our ability to timely obtain or maintain permits or other governmental
approvals, including those necessary for drilling and/or development projects;
·
legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations;
retroactive royalty or production tax regimes; deepwater and onshore drilling and permitting regulations; environmental
regulation, including regulations related to climate change; environmental risks; and liability under international,
provincial, federal, regional, state, tribal, local and foreign environmental laws and regulations;
·
litigation;
·
disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor
unrest, weather, natural disasters, security breaches, cyber-attacks or insurgent activity;
·
failure of risk management;
·
changes in state, federal, or foreign tax rates; and
·
other risk factors as detailed from time to time in Occidental's and Anadarko's reports filed with the SEC, including
Occidental's and Anadarko's respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in, or incorporated by
reference into, this prospectus in the section entitled "Risk Factors." See "Where You Can Find More Information."
The forward-looking statements included or incorporated by reference herein reflect Occidental's and Anadarko's current views with
respect to future events and are based on numerous assumptions and assessments made by Occidental and Anadarko in light of their
experience and perception of historical trends, current conditions, business strategies, operating environments, future developments
and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this document could cause Occidental's and Anadarko's plans with respect to the
merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in
or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking
statements are reasonable, we cannot assure you that such expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus or, in
the case of a document incorporated by reference, as of the date of that document. Neither Occidental nor Anadarko assumes any
obligation to update the information contained in this document (whether as a result of new information, future events or otherwise),
except as required by applicable law.
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WHERE YOU CAN FIND MORE INFORMATION
Occidental and Anadarko file annual, quarterly and current reports, proxy statements and other information with the SEC. You may
access this information at the SEC's internet website, which contains reports, proxy statements and other information regarding
issuers, including Occidental and Anadarko, who file electronically with the SEC. The address of that site is www.sec.gov.
Occidental has filed with the SEC a registration statement on Form S-4 of which this prospectus forms a part. The registration
statement registers the offer and sale of the Oxy Notes. The registration statement, including the attached exhibits and annexes,
contains additional relevant information about Occidental and Anadarko. The rules and regulations of the SEC allow Occidental to
omit certain information included in the registration statement from this prospectus.
In addition, the SEC allows Occidental to disclose important information to you by referring you to other documents filed separately
with the SEC. This information is considered to be a part of this prospectus, except for any information that is superseded by
information included directly in this prospectus or incorporated by reference subsequent to the date of this prospectus as described
below.
This prospectus incorporates by reference the documents listed below that Occidental and Anadarko have previously filed with the
SEC. They contain important information about the companies and their financial condition.
Occidental SEC Filings
·
Annual report on Form 10-K for the year ended December 31, 2018;
·
Quarterly reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019; and
·
Current reports on Form 8-K filed on April 24, 2019, May 3, 2019, May 6, 2019 (Film No.: 19798226), May 10, 2019
(Film Nos.: 19813015 and 19815863), July 15, 2019 and August 1, 2019 (other than the portions of those documents not
deemed to be filed pursuant to the rules promulgated under the Exchange Act).
Anadarko SEC Filings
·
Annual report on Form 10-K for the year ended December 31, 2018;
·
Quarterly reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019; and
·
Current reports on Form 8-K filed on February 19, 2019, April 12, 2019, April 17, 2019, May 10, 2019 and May 15, 2019
(other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange
Act).
In addition, Occidental incorporates by reference any future filings it or Anadarko may make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until the termination of the exchange offers and consent
solicitations made hereby (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Those
documents are considered to be a part of this prospectus, effective as of the date they are filed. In the event of conflicting information
in these documents, the information in the latest filed document should be considered correct.
You can obtain any of the documents listed above from the SEC's website at the address indicated above, or from Occidental by
requesting them in writing or by telephone as follows:
Occidental Petroleum Corporation
Attention: Corporate Secretary
5 Greenway Plaza, Suite 110
Houston, Texas 77046
Telephone: (713) 215-7000
These documents are available from Occidental without charge, excluding any exhibits to them unless the exhibit is specifically listed
as an exhibit to the registration statement of which this prospectus forms a part. You can also find information about Occidental at
our internet website at www.oxy.com. Information contained on this website does not constitute part of this prospectus.
iv