As filed with the Securities and Exchange Commission on June 7 , 2019

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)

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:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being 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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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:

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.   o

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)   o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   o

1201 Lake Robbins Drive
The Woodlands, Texas 77380

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on [ ], 2019

To the Stockholders of Anadarko Petroleum Corporation:

We are pleased to invite you to attend the special meeting of stockholders of Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), which will be held at [ ], on [ ], 2019, at [ ], local time, for the following purposes:

Anadarko will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the Anadarko board of directors. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The Anadarko board of directors has fixed the close of business on [ ], 2019 as the record date for the special meeting. Only Anadarko stockholders of record at the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the special meeting will be available for viewing by any Anadarko stockholder during ordinary business hours for a period of ten days before the meeting, for purposes pertaining to the special meeting, at Anadarko’s offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380. The eligible Anadarko stockholder list will also be available at the special meeting for examination by any stockholder of record present at such meeting.

Completion of the merger is conditioned on adoption of the merger agreement by the Anadarko stockholders, which requires the affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock entitled to vote thereon.

The Anadarko board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Anadarko and the Anadarko stockholders, approved the merger agreement and the merger, and directed that the adoption of the merger agreement be submitted to a vote at a meeting of the holders of Anadarko common stock and unanimously recommends that Anadarko stockholders vote “FOR” the merger proposal and “FOR” the merger-related compensation proposal.

Your vote is very important regardless of the number of shares of Anadarko common stock that you own. Whether or not you expect to attend the special meeting in person, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction card furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy

card or (iii) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Anadarko common stock who is present at the special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page [ ]. If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of Anadarko common stock, please contact either of Anadarko’s proxy solicitors:

Innisfree M&A Incorporated
501 Madison Avenue, 20 ^th Floor
New York, NY 10022
Stockholders in the U.S. and Canada may call toll free: (877) 456-3524
Stockholders in other locations may call direct: (412) 232-3651
Banks and brokers may call collect: (212) 750-5833
   
or
   
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Phone: (203) 658-9400

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Occidental (File No. 333-[ ]), constitutes a prospectus of Occidental under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.20 per share, of Occidental (“Occidental common stock”) to be issued to Anadarko stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Anadarko under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which Anadarko stockholders will be asked to consider and vote on the adoption of the merger agreement.

Occidental has supplied all information contained in, and incorporated by reference into, this proxy statement/prospectus relating to Occidental and Merger Subsidiary, and Anadarko has supplied all such information relating to Anadarko.

You should rely only on the information contained in, and incorporated by reference into, this proxy statement/prospectus. Occidental and Anadarko have not authorized anyone to provide you with information other than the information that is contained in, or incorporated by reference into, this proxy statement/prospectus. Occidental and Anadarko take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated [ ], 2019, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Anadarko stockholders nor the issuance by Occidental of shares of Occidental common stock pursuant to the merger agreement will create any implication to the contrary.

If the merger would otherwise result in the issuance of shares of Occidental common stock (including shares that would be deliverable pursuant to converted stock-based awards pursuant to the merger agreement) in excess of 19.99% of the outstanding shares of Occidental common stock immediately prior to the closing of the merger (the “share cap”), (i) the exchange ratio will be reduced by the smallest number (rounded up to the nearest 0.0001) that causes the total number of shares of Occidental common stock (including shares that would be deliverable pursuant to converted stock-based awards pursuant to the merger agreement) issuable in the merger to not exceed the share cap (the “exchange ratio reduction number”) and (ii) the per share cash consideration will be increased by an amount in cash equal to (x) the exchange ratio reduction number multiplied by (y) the closing price per share of Occidental common stock on the NYSE on the last trading day immediately preceding the closing date of the merger (the “Parent Closing Price”).

The exchange ratio is otherwise fixed and will not be adjusted to reflect changes in the stock price of either company before the merger is complete. No fractional shares of Occidental common stock will be issued in connection with the merger. Each holder of Anadarko common stock that otherwise would have been entitled to receive a fractional share of Occidental common stock immediately prior to the effective time of the merger will receive an amount in cash, without interest, rounded to the nearest cent, in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Occidental common stock equal to the excess of (x) the aggregate number of shares of Occidental common stock delivered to the exchange agent by Occidental pursuant to the terms of the merger agreement over (y) the aggregate number of whole shares of Occidental common stock distributed to the holders of certificates or book-entry shares previously representing shares of Anadarko common stock pursuant to the merger agreement. Occidental stockholders will continue to own their existing shares of Occidental common stock, the form of which will not be changed by the transaction. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page [ ].

The merger will be treated as a taxable transaction for U.S. federal income tax purposes. Therefore, a U.S. holder (as defined below in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences—General”) generally will recognize capital gain or loss equal to the difference between (1) the sum of the cash and the fair market value of any shares of Occidental common stock received by such U.S. holder in the merger and (2) the U.S. holder’s adjusted tax basis in its Anadarko common stock. Except in certain circumstances described in “The Merger—Material U.S. Federal Income Tax Consequences—The Merger”, a Non-U.S. holder (as defined below in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences—General”) generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the exchange of Anadarko common stock for any shares of Occidental common stock and cash in the merger. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the merger to you. For additional information, see “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page [ ].

Q: What equity stake will Anadarko stockholders hold in Occidental immediately following the merger?

Upon the completion of the merger, based on the exchange ratio, the estimated number of shares of Occidental common stock issuable as the stock portion of the merger consideration is approximately 146.3 million shares, which will result in former Anadarko stockholders holding approximately 16% of the outstanding fully diluted Occidental common stock based on the number of outstanding shares of common stock and outstanding stock-based awards of Occidental and Anadarko as of May 2, 2019, the most recent practicable date for which such information was available.

For more details on the merger consideration and the treatment of Anadarko stock options and stock-based awards, see “The Merger Agreement—Merger Consideration” beginning on page [ ] and “The Merger Agreement—Merger Consideration—Treatment of Anadarko Stock Options and Other Stock-Based Awards” beginning on page [ ], respectively.

Q: When do Anadarko and Occidental expect to complete the merger?

Occidental and Anadarko are working to complete the merger as soon as practicable and currently expect that the transaction will be completed in the second half of 2019. Neither Occidental nor Anadarko can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [ ].

Q: Is Occidental’s obligation to complete the merger subject to Occidental receiving financing?

No. Occidental’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger. For more information regarding financing of the merger, see “The Merger—Financing of the Merger and Treatment of Existing Debt” beginning on page [ ].

Q: What happens if the merger is not completed?

If the merger agreement is not adopted by Anadarko stockholders or if the merger is not completed for any other reason, Anadarko stockholders will not receive any consideration for their shares of Anadarko common stock. Instead, Anadarko will remain an independent public company, Anadarko common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and Anadarko will continue to file periodic reports with the SEC. Under specific circumstances, Anadarko or Occidental may be required to pay the other party a termination fee of $1 billion. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page [ ].

Q: Will the shares of Occidental common stock I acquire in the merger receive a dividend?

After the closing of the merger, as a holder of Occidental common stock, you will receive the same dividends on shares of Occidental common stock that all other holders of shares of Occidental common stock will receive with any dividend record date that occurs after the closing of the merger.

Q: Will I continue to receive dividends in respect of my shares of Anadarko common stock?

Prior to the closing of the merger, Anadarko and Occidental will coordinate regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that you do not receive two dividends, or fail to receive one dividend, in any quarter with respect to your shares of Anadarko common stock and the Occidental common stock that you receive in exchange therefor in the merger.

After the closing of the merger, former Anadarko stockholders who hold Anadarko share certificates will not be entitled to be paid dividends otherwise payable on the shares of Occidental common stock into which their shares of Anadarko common stock are exchangeable until they surrender their Anadarko share certificates according to the instructions provided to them. Dividends will be accrued for these stockholders and they will receive the accrued dividends when they surrender their Anadarko share certificates.

After the closing of the merger, all Occidental dividends will remain subject to approval by Occidental’s board of directors (the “Occidental Board”).

Q: What am I being asked to vote on, and why is this approval necessary?

Anadarko stockholders are being asked to vote on the following proposals:

Approval of the merger proposal by the affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock entitled to vote thereon is required for completion of the merger.

Q: What vote is required to approve each proposal at the special meeting?

The merger proposal : The affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock entitled to vote thereon is required to approve the merger proposal (the “Anadarko stockholder approval”).

The merger-related compensation proposal : The affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the merger-related compensation proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Anadarko or Occidental. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to Anadarko’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Anadarko’s stockholders.

Q: What happens if the non-binding, advisory merger-related compensation proposal is not approved?

Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Anadarko or Occidental. Accordingly, if the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Anadarko’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the merger-related compensation proposal.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Anadarko common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. The Anadarko by-laws and the DGCL provide that if a quorum fails to attend any meeting, the chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders who are present in person or by proxy may adjourn the meeting from time to time, without notice other than by announcement at the meeting, to another date, place, if any, and time until a quorum is present, unless the adjournment is for more than 30 days or, after adjournment, a new record date is fixed for the adjourned meeting.

Q: How does the Anadarko Board recommend that I vote?

The Anadarko Board unanimously recommends that Anadarko stockholders vote “ FOR ” the merger proposal and “ FOR ” the merger-related compensation proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in, and incorporated by reference into, this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your Anadarko stock certificates at this time. After the merger is completed, you will receive instructions for surrendering your Anadarko stock certificates in exchange for shares of Occidental common stock from the exchange agent.

Please carefully consider the information contained in, and incorporated by reference into, this proxy statement/prospectus. Whether or not you plan to attend the special meeting, Anadarko encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Q: How do I vote?

If you are a stockholder of record of Anadarko as of [ ], 2019 (the “record date”), you may submit your proxy before the special meeting in one of the following ways:

If you are a stockholder of record, you may also cast your vote in person at the special meeting. If you decide to attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If your shares are held in “street name”, through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the meeting will need to obtain a “legal proxy” form from their broker, bank or other nominee.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of Anadarko stockholders will be held at [ ] at [ ], local time, on [ ], 2019. Subject to space availability, all Anadarko stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at [ ], local time.

If you wish to attend the special meeting, you must bring valid photo identification, such as a driver’s license or passport. If you hold your shares of Anadarko common stock in street name, such as through a broker, bank or other nominee, you must also bring proof of ownership such as the voting instruction card from your broker or other nominee or an account statement showing your ownership as of the record date. In addition, no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of Anadarko common stock are registered directly in your name with the transfer agent of Anadarko, Computershare, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Anadarko or to a third party to vote at the special meeting.

If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instructions for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting; however, you may not vote these shares in person at the special meeting unless you obtain a “legal proxy” from your broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Anadarko or by voting in person at the special meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use.

The NYSE permits brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. The NYSE does not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting

instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The merger proposal and the merger-related compensation proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers.

If you are an Anadarko stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting in person and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal : An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Merger-related compensation proposal : An abstention will have the same effect as a vote cast “AGAINST” the merger-related compensation proposal. If an Anadarko stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the vote for the merger-related compensation proposal (assuming a quorum is present).

Q: What will happen if I return my proxy or voting instruction card without indicating how to vote?

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Anadarko common stock represented by your proxy will be voted as recommended by the Anadarko Board with respect to that proposal.

Q: May I change or revoke my vote after I have delivered my proxy or voting instruction card?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

If you are a street name stockholder (for example, if your shares are held in the name of a broker, bank or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax consequences of the merger?

The merger will be treated as a taxable transaction for U.S. federal income tax purposes. Therefore, a U.S. holder (as defined below in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences—General”) generally will recognize capital gain or loss equal to the difference between (1) the sum of the cash and the fair market value of any shares of Occidental common stock received by such U.S. holder in the merger and (2) the U.S. holder’s adjusted tax basis in its Anadarko common stock.

Except in certain circumstances described in “The Merger — Material U.S. Federal Income Tax Consequences—The Merger”, a Non-U.S. holder (as defined below in the section entitled “The

Merger—Material U.S. Federal Income Tax Consequences—General”) generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the exchange of Anadarko common stock for any shares of Occidental common stock and cash in the merger.

In certain circumstances, Anadarko stockholders who expect to own an equal or greater percentage interest in Occidental following the merger than their percentage interest in Anadarko prior to the merger, taking into account the application of certain constructive ownership rules, may have tax consequences that differ materially from those described above as a result of the application of Section 304 of the Internal Revenue Code of 1986, as amended (the “Code”). All references in this proxy statement/prospectus to “Section 304” are to Section 304 of the Code. As described further below under “The Merger—Material U.S. Federal Income Tax Consequences—The Merger—Special Consequences of the Merger to Holders of Anadarko Common Stock That Also Own Occidental Common Stock”, such stockholders may be required to include the entire amount of the consideration received as dividend income. Non-U.S. holders may be subject to U.S. federal income and withholding tax on such dividend income. In addition, withholding agents may withhold on consideration payable to all Non-U.S. holders because they may not be able to determine whether any particular Non-U.S. holder is subject to withholding as a result of these rules. Any such stockholders who expect to own an equal or greater percentage interest in Occidental following the merger than their percentage interest in Anadarko prior to the merger and all Non-U.S. holders should consult their own tax advisors regarding the application of Section 304 to the merger.

Please refer to “The Merger—Material U.S. Federal Income Tax Consequences—The Merger” contained in this proxy statement/prospectus for a description of the material U.S. federal income tax consequences of the merger. Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation. You are urged to consult your tax advisor for a full understanding of the tax consequences of the merger to you.

Q: Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of Anadarko common stock?

Under Delaware law, if the merger is completed, holders of Anadarko common stock who do not vote in favor of the adoption of the merger agreement and otherwise comply with the requirements and procedures of Section 262 of the DGCL may exercise their rights of appraisal, which generally entitle stockholders to receive a cash payment equal to the fair value of their Anadarko common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery. The “fair value” could be higher or lower than, or the same as, the merger consideration. For a more detailed description of the appraisal rights available to Anadarko stockholders and the procedures required to exercise appraisal rights, see “The Merger—Appraisal Rights” beginning on page [ ]. A copy of the full text of Section 262 of the DGCL is attached as Annex D to this proxy statement/prospectus.

Q: What will happen to Anadarko stock options and other stock-based awards?

Upon completion of the merger:

Each Anadarko stock option with an exercise price equal to or greater than the Option Consideration will be cancelled and terminated, without any payment in respect thereof.

The Occidental restricted stock/cash unit award will otherwise continue on the same terms and conditions as were applicable under such Anadarko RSU award, including any provisions for acceleration of vesting. Such terms and conditions include “double-trigger” protection of the converted award, meaning that upon certain qualifying terminations of employment during the applicable protection period following the closing of the merger, the award will immediately vest and become unrestricted as of such termination.

The Occidental restricted stock/cash award will otherwise continue on the same terms and conditions as were applicable under such Anadarko RS award, including any provisions for acceleration of vesting. Such terms and conditions include “double-trigger” protection of the converted award, meaning that upon certain qualifying terminations of employment during the applicable protection period following the closing of the merger, the award will immediately vest and become unrestricted as of such termination.

Q: What happens if I sell my shares of Anadarko common stock after the record date but before the special meeting?

The record date for the special meeting (the close of business on [ ], 2019) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Anadarko common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by Anadarko stockholders in the merger or to demand appraisal rights. In order to receive the merger consideration or demand appraisal rights, you must hold your shares through completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [ ]. You also should read and carefully consider the risk factors of Occidental and Anadarko contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of Anadarko common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of Anadarko common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Anadarko common stock are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q: Who will tabulate and certify the vote?

Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, will tabulate and certify the vote, and will have a representative to act as the independent inspector of election for the special meeting.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Anadarko intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agents for Anadarko, at:

Innisfree M&A Incorporated
501 Madison Avenue, 20 ^th Floor
New York, NY 10022
Stockholders in the U.S. and Canada may call toll free: (877) 456-3524
Stockholders in other locations may call direct: (412) 232-3651
Banks and brokers may call collect: (212) 750-5833
   
or
   
Morrow Sodali LLC

470 West Avenue
Stamford, CT 06902
Phone: (203) 658-9400

consolidated subsidiary of Anadarko and formerly known as Western Gas Equity Partners, LP. Due to this contribution and sale, as of the filing on May 8, 2019 of its Quarterly Report on Form 10-Q for the three months ended March 31, 2019, Anadarko no longer reports an Other Midstream segment and now has two reporting segments as follows:

Exploration and Production —This segment is engaged in the exploration, development, production and sale of oil, natural gas and NGLs and in advancing its Mozambique LNG project toward a final investment decision (“FID”) in the first half of 2019.

WES Midstream —This segment engages in gathering, processing, treating, and transporting Anadarko and third-party oil, natural gas and NGL production, as well as gathering and disposal of produced water. The WES Midstream segment consists of assets owned by Western Midstream Partners, LP.

Anadarko is incorporated in Delaware. Anadarko’s corporate headquarters is located at 1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046, and its telephone number is (832) 636-1000. Anadarko’s website address is www.anadarko.com . Information contained on Anadarko’s website does not constitute part of this proxy statement/prospectus. Anadarko’s common stock is publicly traded on the NYSE under the ticker symbol “APC”. Additional information about Anadarko is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [ ].

Merger Subsidiary

Merger Subsidiary, an indirect wholly owned subsidiary of Occidental, is a Delaware corporation incorporated on April 5, 2019 for the purpose of effecting the merger. Merger Subsidiary has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger. The principal executive offices of Merger Subsidiary are located at 5 Greenway Plaza, Suite 110, Houston, Texas 77046, and its telephone number is (713) 215-7000.

The Merger

On May 9, 2019, Occidental, Merger Subsidiary and Anadarko entered into the merger agreement, which provides that upon the terms and subject to the conditions set forth therein and in accordance with the DGCL, Merger Subsidiary will merge with and into Anadarko, with Anadarko continuing as the surviving corporation and an indirect wholly owned subsidiary of Occidental.

Merger Consideration

In the merger, each share of Anadarko common stock that is issued and outstanding immediately prior to the effective time of the merger (other than (i) cancelled shares, (ii) certain shares of Anadarko common stock subject to stock-based awards that will be treated in the manner described under the heading “The Merger—Treatment of Anadarko Stock Options and Other Stock-Based Awards” and (iii) dissenting shares (if any)) will be converted into the right to receive the merger consideration, consisting of $59.00 in cash (as such amount of cash may potentially be adjusted pursuant to the merger agreement as described below, the “per share cash consideration”), without interest, and 0.2934 (as such amount may potentially be adjusted pursuant to the merger agreement as described below, the “exchange ratio”) of a validly issued, fully paid and non-assessable share of Occidental common stock (such cash consideration and stock consideration together, as they may potentially be adjusted pursuant to the merger agreement as described below, the “merger consideration”). If the merger would otherwise result in the issuance of shares of Occidental common stock (including shares that would be deliverable pursuant to converted stock-based awards pursuant to the merger agreement) in excess of 19.99% of the outstanding shares of Occidental common stock immediately prior to the closing of the merger (the “share cap”), (i) the exchange ratio will be reduced by the smallest number (rounded up to the nearest 0.0001) that causes the total number of shares of Occidental common stock (including shares that would be deliverable pursuant to converted stock-based awards pursuant to the merger agreement) issuable in the merger to not exceed the share cap (the “exchange ratio reduction number”) and (ii) the per share cash consideration will be increased by the amount in cash equal to (x) the exchange ratio reduction number multiplied by (y) the Parent Closing Price.

The exchange ratio is otherwise fixed and will not be adjusted to reflect changes in the stock price of either company prior to the closing of the merger. The exchange ratio will, however, be adjusted appropriately to fully

reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Occidental or Anadarko with a record date between the date of the merger agreement and the completion of the merger. No fractional shares of Occidental common stock will be issued in connection with the merger. Each holder of Anadarko common stock that otherwise would have been entitled to receive a fractional share of Occidental common stock immediately prior to the effective time of the merger will receive an amount in cash, without interest, rounded to the nearest cent, in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Occidental common stock equal to the excess of (i) the aggregate number of shares of Occidental common stock delivered to the exchange agent by Occidental pursuant to the terms of the merger agreement over (ii) the aggregate number of whole shares of Occidental common stock distributed to the holders of certificates or book-entry shares previously representing shares of Anadarko common stock pursuant to the merger agreement.

Occidental stockholders will continue to own their existing shares of Occidental common stock, the form of which will not be changed by the transaction.

Treatment of Anadarko Stock Options and Other Stock-Based Awards

Anadarko Stock Options. Upon completion of the merger, each outstanding Anadarko stock option will be cancelled and converted into the right to receive a cash amount equal to the product of (i) the excess, if any, of (1) the Option Consideration over (2) the per share exercise price of such Anadarko stock option; and (ii) the aggregate number of shares of Anadarko common stock subject to such Anadarko stock option. Each Anadarko stock option with an exercise price equal to or greater than the Option Consideration will be cancelled and terminated, without any payment in respect thereof.

Anadarko RSU Awards. Upon completion of the merger, each outstanding Anadarko RSU award will convert into an Occidental restricted stock/cash unit award with respect to both (i) the number (rounded to the nearest whole number) of shares of Occidental common stock determined by multiplying (x) the number of shares of Anadarko common stock subject to such Anadarko RSU award by (y) the exchange ratio and (ii) the U.S. dollar amount (rounded to the nearest whole cent) determined by multiplying (1) the number of shares of Anadarko common stock subject to such Anadarko RSU award by (2) the per share cash consideration. Such converted award will otherwise continue on the same terms and conditions as were applicable under such Anadarko RSU award, including any provisions for acceleration of vesting. Such terms and conditions include “double-trigger” protection of the converted award, meaning that upon certain qualifying terminations of employment during the applicable protection period following the closing of the merger, the award will immediately vest and become unrestricted as of such termination.

Anadarko RS Awards. Upon completion of the merger, each outstanding Anadarko RS award will convert into an Occidental restricted stock/cash award with respect to both (i) the number (rounded to the nearest whole number) of shares of Occidental common stock determined by multiplying (x) the number of shares of Anadarko common stock subject to such Anadarko RS award by (y) the exchange ratio and (ii) the U.S. dollar amount (rounded to the nearest whole cent) determined by multiplying (1) the number of shares of Anadarko common stock subject to such Anadarko RS award by (2) the per share cash consideration. Such converted award will otherwise continue on the same terms and conditions as were applicable under such Anadarko RS award, including any provisions for acceleration of vesting. Such terms and conditions include “double-trigger” protection of the converted award, meaning that upon certain qualifying terminations of employment during the applicable protection period following the closing of the merger, the award will immediately vest and become unrestricted as of such termination.

Anadarko PU Awards. Upon completion of the merger, each outstanding Anadarko PU award will immediately vest and will be cancelled and converted into the right to receive a cash amount equal to the product of (i) 200% of the target number of shares of Anadarko common stock subject to such Anadarko PU award multiplied by (ii) $76.00, less applicable tax withholdings. This amount will be payable on the earliest date that would not result in the imposition of any tax under Section 409A of the Code.

Anadarko Deferred Share Awards. Upon completion of the merger, each outstanding Anadarko deferred share award will be cancelled and converted into the right to receive the merger consideration in respect of each share of Anadarko common stock subject to such Anadarko deferred share award. This amount will be payable

within five business days following the completion of the merger or, if later, the earliest date that would not result in the imposition of tax under Section 409A of the Code.

For a more complete discussion of the treatment of Anadarko stock options and other Anadarko stock-based awards, see “The Merger—Treatment of Anadarko Stock Options and Other Stock-Based Awards” beginning on page [ ].

Recommendations of the Anadarko Board of Directors

After careful consideration, the Anadarko Board unanimously recommends that holders of Anadarko common stock vote “ FOR ” the merger proposal.

After careful consideration, the Anadarko Board unanimously recommends that holders of Anadarko common stock vote “ FOR ” the merger-related compensation proposal.

For a more complete description of the Anadarko Board’s reasons for the transaction and the recommendation of the Anadarko Board, see “The Merger—Occidental’s Rationale for the Transaction” and “The Merger—Anadarko Board of Directors’ Recommendation and Its Reasons for the Transaction” beginning on pages [ ] and [ ], respectively.

Opinions of Anadarko’s Financial Advisors

Opinion of Evercore Group L.L.C.

Pursuant to an engagement letter dated as of February 15, 2019, Anadarko engaged Evercore Group L.L.C. (“Evercore”) to act as its financial advisor in connection with a study of potential strategic alternatives available to Anadarko, including a possible sale of Anadarko. As part of this engagement, Anadarko requested that Evercore evaluate the fairness of the merger consideration, from a financial point of view, to the holders of the shares of Anadarko common stock.

At a meeting of the Anadarko Board held on May 9, 2019, Evercore rendered to the Anadarko Board its oral opinion, subsequently confirmed in writing, that as of May 9, 2019 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration was fair, from a financial point of view, to the holders of Anadarko common stock entitled to receive such merger consideration.

The full text of the written opinion of Evercore, dated as of May 9, 2019, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference in its entirety into this proxy statement/prospectus. You are urged to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Anadarko Board in connection with their evaluation of the merger. The opinion does not constitute a recommendation to the Anadarko Board or to any other person in respect of the merger, including as to how any holder of shares of Anadarko common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to Anadarko, nor does it address the underlying business decision of Anadarko to engage in the merger.

For further information, see “The Merger—Opinions of Anadarko’s Financial Advisors—Opinion of Evercore Group L.L.C.” beginning on page [ ] and the full text of the written opinion of Evercore attached as Annex B to this proxy statement/prospectus.

Opinion of Goldman Sachs & Co. LLC

At a meeting of the Anadarko Board, Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered to the Anadarko Board its oral opinion, subsequently confirmed by delivery of a written opinion, dated May 9, 2019, to the Anadarko Board, to the effect that, as of the date of Goldman Sachs’ written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid to the holders (other than Occidental, Berkshire Hathaway and their respective affiliates) of shares of Anadarko common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated May 9, 2019, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement/prospectus as Annex C. The summary of Goldman Sachs’ opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Anadarko Board in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any Anadarko stockholder should vote with respect to the merger or any other matter.

For more information, see “The Merger—Opinions of Anadarko’s Financial Advisors—Opinion of Goldman Sachs & Co. LLC” beginning on page [ ] and the full text of the written opinion of Goldman Sachs attached as Annex C to this proxy statement/prospectus.

Interests of Directors and Executive Officers of Anadarko in the Merger

You should be aware that some of the directors and executive officers of Anadarko have interests in the merger that are different from, or are in addition to, the interests of stockholders generally. These interests include the following:

The Anadarko Board was aware of these additional interests of their directors and executive officers and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement and in recommending the applicable merger-related proposals.

For a further discussion of the interests of Anadarko’s directors and executive officers in the merger, see “The Merger—Interests of Directors and Executive Officers of Anadarko in the Merger” beginning on page [ ].

Material U.S. Federal Income Tax Consequences of the Merger

The merger will be treated as a taxable transaction for U.S. federal income tax purposes. Therefore, a U.S. holder (as defined below in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences—General”) generally will recognize capital gain or loss equal to the difference between (i) the sum of the cash and the fair market value of any shares of Occidental common stock received by such U.S. holder in the merger and (ii) the U.S. holder’s adjusted tax basis in its Anadarko common stock.

Except in certain circumstances described in “The Merger—Material U.S. Federal Income Tax Consequences—The Merger”, a Non-U.S. holder (as defined below in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences—General”) generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the exchange of Anadarko common stock for any shares of Occidental common stock and cash in the merger.

In certain circumstances, Anadarko stockholders who expect to own an equal or greater percentage interest in Occidental following the merger than their percentage interest in Anadarko prior to the merger, taking into account the application of certain constructive ownership rules, may have tax consequences that differ materially from those described above as a result of the application of Section 304. As described further below under “The Merger—Material U.S. Federal Income Tax Consequences—The Merger—Special Consequences of the Merger to Holders of Anadarko Common Stock That Also Own Occidental Common Stock”, such stockholders may be required to include the entire amount of the consideration received as dividend income. Non-U.S. holders may be subject to U.S. federal income and withholding tax on such dividend income. In addition, withholding agents may withhold on consideration payable to all Non-U.S. holders because they may not be able to determine whether any particular Non-U.S. holder is subject to withholding as a result of these rules. Any such stockholders who expect to own an equal or greater percentage interest in Occidental following the merger than their

percentage interest in Anadarko prior to the merger and all Non-U.S. holders should consult their own tax advisors regarding the application of Section 304 to the merger.

Please refer to “The Merger—Material U.S. Federal Income Tax Consequences—The Merger” contained in this proxy statement/prospectus for a description of the material U.S. federal income tax consequences of the merger. Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation. You are urged to consult your tax advisor for a full understanding of the tax consequences of the merger to you.

Accounting Treatment of the Merger

The merger will be accounted for as an acquisition of Anadarko by Occidental under the acquisition method of accounting in accordance with accounting principles generally accepted in the U.S. (“GAAP”). For additional information, see “The Merger—Accounting Treatment of the Merger” beginning on page [ ].

Appraisal Rights

Under Delaware law, if the merger is completed, holders of Anadarko common stock who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the requirements and procedures of Section 262 of the DGCL will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of Anadarko common stock, in lieu of receiving the merger consideration. The “fair value” could be higher or lower than, or the same as, the merger consideration. A copy of the full text of Section 262 of the DGCL is included as Annex D to this proxy statement/prospectus. Anadarko stockholders are encouraged to read Section 262 of the DGCL carefully and in its entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, Anadarko stockholders who are considering exercising that right are encouraged to seek the advice of legal counsel. Failure to comply with Section 262 of the DGCL may result in loss of the right of appraisal. For a more detailed description of Anadarko stockholder’s appraisal rights, see “The Merger—Appraisal Rights” beginning on page [ ].

Regulatory Approvals Required for the Merger

The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), under which Occidental and Anadarko may not complete the merger until notification and report forms are furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) and the HSR Act waiting period is terminated or expires. On May 23, 2019, Occidental and Anadarko each filed their respective requisite notification and report form under the HSR Act with the DOJ and the FTC. The FTC granted early termination of the applicable waiting period under the HSR Act on June 3, 2019.

Conditions to Completion of the Merger

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after the merger agreement has been adopted by the stockholders of Anadarko. The parties currently expect to complete the transaction in the second half of 2019. However, it is possible that factors outside of each company’s control could require them to complete the transaction at a later time or not to complete it at all.

In addition to the approval of the merger proposal by Anadarko stockholders and the expiration or termination of the applicable waiting period under the HSR Act, each as described above, each party’s obligation to complete the merger is also subject to the satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of other conditions, including: the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part (and the absence of any stop order by the SEC), approval of the listing on the NYSE of the Occidental common stock to be issued in the merger, the absence of an injunction prohibiting the merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective obligations under the merger agreement in all material respects and delivery of an officer’s certificate by the other party certifying satisfaction of the two preceding conditions.

Neither Occidental nor Anadarko can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [ ].

Financing of the Merger and Treatment of Existing Debt

Occidental’s obligation to close the merger is not conditioned on its ability to obtain financing. Occidental and Merger Subsidiary have represented to Anadarko that proceeds from the debt and equity financing described below, together with cash and marketable securities of Occidental, will be sufficient to enable Occidental to pay at the closing of the merger the cash portion of the merger consideration and to consummate the transactions contemplated by the merger agreement. Occidental estimates that the total amount of cash required to complete the transactions contemplated by the merger, including the cash portion of the merger consideration and payment of fees, expenses and other related amounts incurred in connection with the merger, will be approximately $30.3 billion. Occidental expects to finance the cash portion of the merger consideration and these fees, expenses and amounts with the proceeds of debt and equity financing, including proceeds from the Berkshire Hathaway investment described below.

In connection with its entry into the merger agreement, Occidental entered into a second amended and restated debt commitment letter, dated May 9, 2019 (the “debt commitment letter”), with Citigroup Global Markets Inc. (“CGMI”), Bank of America, N.A. (“BofA”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its assignee, BofA Securities, Inc., “BAML”), pursuant to which, subject to the terms and conditions set forth therein, CGMI (on behalf of itself and certain affiliates) and BofA (collectively, the “initial bridge commitment parties”) committed to provide a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $21.8 billion. Such commitments were reduced by an aggregate principal amount of $8.8 billion, to an aggregate principal amount of $13.0 billion, upon Occidental’s entry into the term loan credit agreement described below and will be further reduced to the extent that Occidental obtains certain other debt financing or debt financing commitments, completes certain issuances of equity, equity-linked or hybrid debt-equity securities or completes certain asset sales (subject to customary reinvestment rights), including asset sales pursuant to the Total transaction. On June 3, 2019, Occidental and the initial bridge commitment parties entered into a joinder agreement to the debt commitment letter (the “bridge joinder agreement”), with certain additional commitment parties (the “additional bridge commitment parties”). The bridge joinder agreement amended the debt commitment letter and reallocated the commitments of the initial bridge commitment parties to fund loans under the bridge loan facility among the initial bridge commitment parties and the additional bridge commitment parties (collectively, the “bridge commitment parties”). The bridge commitment parties’ obligations to fund the bridge loan facility are subject to several limited conditions as set forth in the debt commitment letter, including, among others, the completion of the merger, the absence of a material adverse effect (as defined in the merger agreement) on Anadarko, the accuracy in all material respects of certain representations and warranties related to Anadarko, as set forth in the merger agreement, and to Occidental, the absence of certain events of default and the delivery of certain financial statements of Occidental and Anadarko.

On June 3, 2019, Occidental entered into an $8.8 billion term loan credit agreement (the “term loan credit agreement”) with Citibank, N.A., as agent, and certain financial institutions party thereto, as lenders (the “term loan lenders”), pursuant to which, subject to the terms and conditions set forth therein, the term loan lenders committed to provide (i) a 364-day senior unsecured term loan facility in an aggregate principal amount of up to $4.4 billion and (ii) a two-year senior unsecured term loan facility in an aggregate principal amount of up to $4.4 billion, for the purposes of financing the merger and paying related fees and expenses. The term loan lenders’ obligations to fund term loans under the term loan credit agreement are subject to several limited conditions as set forth in the term loan credit agreement, including, among others, the completion of the merger, the absence of a material adverse effect (as defined in the merger agreement) on Anadarko, the accuracy in all material respects of certain representations and warranties related to Anadarko, as set forth in the merger agreement, and to Occidental, the absence of certain events of default and (to the extent also provided to the lead arrangers under the bridge loan facility) the delivery of certain financial statements of Occidental and Anadarko. The term loan credit agreement contains certain customary covenants and events of default, including a customary negative pledge and a covenant that Occidental will maintain, as of the last day of each fiscal quarter, a ratio not in excess of 0.65 to 1.00 of consolidated debt to total capitalization (as such terms are defined in the term loan credit agreement).

On April 30, 2019, Occidental and Berkshire Hathaway Inc. (“Berkshire Hathaway”) entered into a securities purchase agreement, pursuant to which Berkshire Hathaway agreed to purchase newly issued Occidental preferred stock (the “series A preferred stock”) and a warrant to purchase Occidental common stock for an aggregate purchase price of $10 billion in cash (the “Berkshire Hathaway investment”). Berkshire Hathaway’s purchase of such series A preferred stock and warrant is subject to certain conditions, including completion of the merger.

For more information regarding the financing of the merger, see “The Merger—Financing of the Merger and Treatment of Existing Debt” beginning on page [ ].

Sale of Anadarko Assets to TOTAL S.A.

In connection with the merger, Occidental and TOTAL S.A. (“Total”) entered into a binding memorandum of understanding, dated May 3, 2019, pursuant to which Occidental has agreed to sell to Total all of the assets, liabilities, businesses and operations of Anadarko in Algeria, Ghana, Mozambique and South Africa for $8.8 billion in cash, on a cash-free, debt-free basis (the “Total transaction”). The Total transaction is conditioned on the completion of the merger, the execution and delivery of a definitive purchase agreement, and the receipt of required regulatory approvals, as well as other customary closing conditions.

For more information regarding the Total transaction, see “The Merger—Sale of Anadarko Assets to TOTAL S.A.” beginning on page [ ].

No Solicitation

In the merger agreement, Anadarko has agreed that it and its subsidiaries will not, and that it will direct and use its reasonable best efforts to cause its and its subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly:

The merger agreement includes customary exceptions such that, prior to obtaining the Anadarko stockholder approval of the merger proposal (the “Anadarko stockholder approval”), Anadarko may furnish information and access, and may engage in discussions and negotiations regarding an acquisition proposal, if (i) the Anadarko Board concludes in good faith, after (x) receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such acquisition proposal constitutes or could reasonably be expected to result in a superior proposal (as defined on page [ ]) and (y) taking into account any revised terms proposed by Occidental after Occidental is notified of such acquisition proposal pursuant to the terms of the merger agreement, that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to Anadarko’s stockholders under applicable law and (ii) Anadarko receives from the person making such an acquisition proposal an executed confidentiality agreement and complies with certain specified procedures. For a discussion of the limitations on solicitation of acquisition proposals, see “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page [ ].

Termination of the Merger Agreement

Termination

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger in any of the following ways:

If the merger agreement is terminated as described above, the merger agreement will be void and have no effect, and there will be no liability or obligation on the part of any party, except that:

In addition, none of the financing sources (as defined on page [ ]) will have any liability to Anadarko or any of its affiliates, and neither Anadarko nor any of its affiliates will have any rights or claims against any financing sources, relating to or arising out of the merger agreement, the debt commitment letters, the financing for the transactions contemplated by the merger agreement or otherwise.

Termination Fees

The merger agreement further provides that Anadarko will pay or cause to be paid to Occidental a termination fee of $1 billion in connection with a termination of the merger agreement under the following circumstances:

The merger agreement further provides that Occidental will pay or cause to be paid to Anadarko a termination fee of $1 billion if the merger agreement is terminated by Anadarko pursuant to a breach by Occidental of any of its representations, warranties, covenants or agreements, which breach resulted in the failure to satisfy certain conditions to the obligations of Anadarko to the merger. In such circumstances, Occidental will pay or cause to be paid $1 billion within two business days after the date of termination of the merger agreement.

For a more detailed discussion of each party’s termination rights and the related termination fee obligations, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page [ ].

Special Meeting

Date, Time, Place and Purpose

The special meeting will be held on [ ], 2019, at [ ], local time, at [ ]. At the special meeting, Anadarko stockholders will be asked to consider and vote on the merger proposal and the merger-related compensation proposal. Completion of the merger is conditioned on the approval of the merger proposal.

Record Date; Stockholders Entitled to Vote

Only holders of record of Anadarko common stock at the close of business on [ ], 2019, the record date, will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof.

On the record date, there were [ ] shares of Anadarko common stock outstanding and entitled to vote at the special meeting. Each share of Anadarko common stock outstanding on the record date entitles the holder thereof to one vote on each proposal to be considered at the special meeting. Anadarko stockholders may vote in person or by proxy through the internet or by telephone or by a properly executed and delivered proxy card with respect to the special meeting.

A complete list of stockholders entitled to vote at the special meeting will be available for viewing by any Anadarko stockholder during ordinary business hours for a period of ten days before the meeting, for purposes pertaining to the special meeting, at Anadarko’s offices at 1201 Lake Robbins Drive, The Woodlands, Texas 77380, and at the time and place of the special meeting during the full duration of the meeting.

Quorum; Abstentions and Broker Non-Votes

A quorum of Anadarko stockholders is necessary for Anadarko to hold the special meeting. The holders of a majority of the outstanding shares of Anadarko common stock entitled to vote at the special meeting must be present in person or represented by proxy in order to constitute a quorum.

If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to “abstain” in respect of the proposal, your shares of Anadarko common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the special meeting. Anadarko common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and Anadarko common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present at the special meeting for the purpose of determining the presence of a quorum.

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the broker, bank or other nominee does not have discretionary authority to vote the shares. If you hold your shares of Anadarko common stock in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will be considered to be broker non-votes and will not be considered to be present at the special meeting for the purpose of determining the presence of a quorum.

Required Vote to Approve the Merger Proposal

Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock entitled to vote thereon. Failures to vote, broker non-votes and abstentions will have the same effect as a vote cast “AGAINST” the merger proposal.

Required Vote to Approve the Merger-Related Compensation Proposal

Approval of the merger-related compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to vote and broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present); abstentions will have the same effect as a vote cast “AGAINST” the approval of this proposal.

Voting by Anadarko’s Directors and Executive Officers

At the close of business on [ ], 2019, the most recent practicable date for which such information was available, directors and executive officers of Anadarko and their respective affiliates owned and were entitled to vote [ ] shares of Anadarko common stock, representing approximately [ ]% of the shares of Anadarko common stock outstanding on that date. The number and percentage of shares of Anadarko common stock owned by directors and executive officers of Anadarko and their respective affiliates as of the record date are not expected to be meaningfully different from the number and percentage as of [ ], 2019. Anadarko currently expects its directors and executive officers to vote their shares of Anadarko common stock in favor of each of the proposals to be voted on at the special meeting, but no director or executive officer has entered into any agreement obligating him or her to do so.

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA
COMBINED PER SHARE INFORMATION

The following table sets forth selected historical per share information of Occidental and Anadarko and unaudited pro forma combined consolidated per share information reflecting the transaction between Occidental and Anadarko, under the acquisition method of accounting, including the issuance of 0.2934 of a validly issued, fully paid and non-assessable share of Occidental common stock in exchange for each share of Anadarko common stock. You should read this information in conjunction with (i) the selected historical financial information and the related notes included elsewhere in this proxy statement/prospectus, (ii) the historical financial statements of Occidental and Anadarko and related notes contained in Occidental’s and Anadarko’s respective Annual Reports on Form 10-K for the year ended December 31, 2018 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019, which are incorporated by reference into this proxy statement/prospectus, and (iii) the financial information contained in the “Unaudited Pro Forma Condensed Combined Financial Data” and the related notes thereto beginning on page [ ]. The historical per share information is derived from audited financial statements of each of Occidental and Anadarko as of and for the year ended December 31, 2018 and their respective unaudited financial statements for the three months ended March 31, 2019.

The unaudited pro forma combined consolidated per share information has been presented for illustrative purposes only and is based on assumptions and estimates considered appropriate by Occidental’s management. The pro forma data presented does not represent what the actual results of operations and financial position would have been had the companies actually been combined as of the beginning of the periods presented and is not necessarily indicative of the future consolidated results of operations or financial position of the combined company. For example, the unaudited pro forma combined consolidated per share information does not reflect cost savings or other future financial impacts that may result from the transaction.

Occidental and Anadarko declared and paid dividends during the periods presented. For more information on dividends of Occidental and Anadarko, see “Comparative Per Share Market Price and Dividend Information” beginning on page [ ].

other distribution other than its regular cash dividend in the ordinary course of business consistent with past practice, which, (i) in the case of Anadarko, will not exceed $0.30 per share of Anadarko common stock per fiscal quarter and (ii) in the case of Western Midstream Partners, LP, may include increases to the extent consistent with financial guidance published prior to the date of the merger agreement, and in any case will not include any special dividend.

Furthermore, under the merger agreement, Occidental and Anadarko have agreed to coordinate with each other regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that Anadarko stockholders do not receive two dividends, or fail to receive one dividend, in any quarter with respect to shares of Anadarko common stock and the Occidental common stock that such holders receive in exchange therefor in the merger. Anadarko will ensure that the date on which any quarterly dividend is declared and the record date with respect to any quarterly dividend will be no later than five business days following the one-year anniversary of such dates for the corresponding quarter of the preceding year. In the quarter in which the closing of the merger occurs, if the record date of Occidental’s quarterly dividend has been declared and is a date prior to the effective time of the merger, then the quarterly dividend declaration date and record date of Anadarko must occur no later than such date as is necessary to ensure that holders of Anadarko common stock receive a quarterly dividend in accordance with the first sentence of this paragraph.

After completion of the merger, each former Anadarko stockholder who holds shares of Occidental common stock into which shares of Anadarko common stock have been converted in connection with the merger will receive all dividends or other distributions declared and paid on shares of Occidental common stock with a record date on or after the completion of the merger. However, no dividend or other distribution having a record date after completion of the merger will actually be paid with respect to any shares of Occidental common stock into which shares of Anadarko common stock have been converted in connection with the merger until the certificates formerly representing shares of Anadarko common stock have been surrendered or the book-entry shares formerly representing shares of Anadarko common stock have been transferred to the exchange agent in accordance with the merger agreement, at which time any such accrued dividends and other distributions on those shares of Occidental common stock will be paid without interest. Subject to the limitations set forth in the merger agreement described above, any future dividends by Occidental will be made at the discretion of the Occidental Board. Subject to the limitations set forth in the merger agreement described above, any future dividends by Anadarko will be made at the discretion of the Anadarko Board. There can be no assurance that any future dividends will be declared or paid by Occidental or Anadarko or as to the amount or timing of those dividends, if any.

For more details regarding dividends, see “The Merger Agreement—Covenants and Agreements—Conduct of Business—Coordination of Dividends” beginning on page [ ].

These forward-looking statements 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, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/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.

In addition, if the merger is not completed, Occidental or Anadarko could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Occidental or Anadarko to perform their respective obligations under the merger agreement. The materialization of any of these risks could adversely impact Occidental and Anadarko’s respective ongoing businesses, financial condition, financial results and stock price.

Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

The merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Anadarko, Occidental or the combined company or that could delay, prevent or increase the costs associated with completion of the merger.

Before the merger may be completed, any waiting period (or extension thereof) applicable to the merger under the HSR Act must have expired or been terminated. On May 23, 2019, Occidental and Anadarko each filed their respective requisite notification and report form under the HSR Act with the DOJ and the FTC. The FTC granted early termination of the applicable waiting period under the HSR Act on June 3, 2019. Occidental and Anadarko are not currently aware of any material governmental consents, approvals or filings that are required prior to the parties’ completion of the transaction other than those under the HSR Act. If additional approvals, consents, clearances or filings are required to complete the transaction, Occidental and Anadarko intend to seek such consents and approvals and make such filings. Regulators may impose conditions, terms, obligations or restrictions in connection with granting approvals or consents for the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit the revenues of the combined company following the completion of the merger. There can be no assurance that regulators will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger.

Under the merger agreement, Occidental and Anadarko have agreed to use their respective best efforts to obtain as soon as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the merger, except that Occidental may not be required to undertake, or to request or authorize Anadarko to undertake, any efforts or to take any action if such efforts or action would, or would reasonably be expected to, result in changes or effects which would, individually or in the aggregate, result in, or be reasonably likely to result in, a substantial detriment. As used in this proxy statement/prospectus “substantial detriment” means changes or effects which would, individually or in the aggregate (and after giving effect to any reasonably expected proceeds of any divestiture or sale of assets), result in, or be reasonably likely to result in, a material adverse effect on Anadarko and its subsidiaries, taken as a whole, at or after the effective time of the merger. Any requirement to divest, hold separate or limit the operation of any division, subsidiary, interest, business, product line, asset or property relating to the operations conducted by Occidental and its subsidiaries prior to the effective time of the merger will be deemed to result in a substantial detriment if such action with respect to a comparable amount of assets or businesses of Anadarko and its subsidiaries, taken together with all other such actions taken, would be reasonably likely, in the aggregate, to have a material adverse effect on Anadarko and its subsidiaries, taken as a whole, at or after the effective time of the merger.

For a more detailed description of the regulatory review process under the HSR Act, see “The Merger—Regulatory Approvals Required for the Merger” beginning on page [ ].

The exchange ratio is fixed (except for adjustments in limited circumstances pursuant to the merger agreement) and will not be adjusted in the event of any change in either Occidental’s or Anadarko’s stock price. As a result, the stock portion of the merger consideration payable to Anadarko’s stockholders may be subject to change if Occidental’s stock price fluctuates.

Upon completion of the merger, each share of Anadarko common stock will be converted into the right to receive $59.00 in cash and 0.2934 of a validly issued, fully paid and non-assessable share of Occidental common stock, subject to adjustment only in the event that the merger would otherwise result in the issuance of shares of Occidental common stock (including shares that would be deliverable pursuant to converted stock-based awards pursuant to the merger agreement) in excess of 19.99% of the outstanding shares of Occidental common stock immediately prior to the closing of the merger. See “The Merger Agreement—Merger Consideration” beginning

on page [ ]. The exchange ratio will not be adjusted for changes in the market price of either Occidental common stock or Anadarko common stock between the date the merger agreement was signed and completion of the merger. Due to the fixed exchange ratio, fluctuations in the price of Occidental common stock will drive corresponding changes in the value of the stock portion of the merger consideration payable to each Anadarko stockholder. As a result, changes in the price of Occidental common stock prior to the completion of the merger will affect the value of Occidental common stock that Anadarko common stockholders will receive pursuant to the merger.

The price of Occidental common stock has fluctuated during the period between the date the merger agreement was executed and the date of this proxy statement/prospectus, and may continue to change through the date of the special meeting and the date the merger is completed. For example, based on the range of closing prices of Occidental common stock during the period from April 11, 2019, the last trading day before Anadarko announced it had entered into a merger agreement with Chevron Corporation, which merger agreement was subsequently terminated by Anadarko, through [ ], 2019, the latest practicable trading date before the date of this proxy statement/prospectus, the exchange ratio represented a value of the stock portion of the merger consideration ranging from a high of $[ ] to a low of $[ ] for each share of Anadarko common stock. The actual market value of the Occidental common stock received by holders of Anadarko common stock upon completion of the merger may be outside this range.

These variations could result from changes in the business, operations or prospects of Occidental or Anadarko prior to or following the completion of the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Occidental or Anadarko. At the time of the special meeting, Anadarko stockholders will not know with certainty the value of the shares of Occidental common stock that they will receive upon completion of the merger.

The merger agreement contains provisions that limit Anadarko’s ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Anadarko from making a favorable alternative transaction proposal and, in specified circumstances, could require Anadarko to pay a substantial termination fee to Occidental.

The merger agreement contains certain provisions that restrict Anadarko’s ability to initiate, solicit, knowingly encourage or facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party proposal for an alternative transaction. Further, even if the Anadarko Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, Anadarko will still be required to submit each of its merger-related proposals to a vote at the special meeting. In addition, Occidental generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any third-party alternative transaction proposal before the Anadarko Board may withdraw or qualify its recommendation with respect to the merger-related proposals or otherwise terminate the merger agreement.

In some circumstances, upon termination of the merger agreement, Anadarko will be required to pay a termination fee of $1 billion to Occidental. See “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page [ ] and “The Merger Agreement—Termination of the Merger Agreement” beginning on page [ ].

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Anadarko or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, the termination fee payable by Anadarko, if applicable, is substantial, and could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the Anadarko stockholders than it might otherwise have proposed to pay absent such a fee.

If the merger agreement is terminated and Anadarko determines to seek another business combination, Anadarko may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

Members of the Anadarko Board and management have interests in the merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, Anadarko stockholders should recognize that members of management and the Anadarko Board have interests in the merger that differ from, or are in addition to, their interests as stockholders of Anadarko.

The executive officers and directors of Anadarko have arrangements with Anadarko that provide for severance, accelerated vesting of certain rights and other benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger. Executive officers and directors of Anadarko also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. The Anadarko Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the Anadarko stockholders vote “ FOR ” the merger proposal and “ FOR ” the merger-related compensation proposal.

These interests are further described in “The Merger—Interests of Directors and Executive Officers of Anadarko in the Merger” beginning on page [ ].

Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Occidental or Anadarko has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Occidental or Anadarko, as the case may be, as a result of the merger, which could negatively affect Occidental’s or Anadarko’s respective revenues, earnings and cash flows, as well as the market price of Occidental common stock or Anadarko common stock, regardless of whether the merger is completed.

Under the terms of the merger agreement, each of Occidental or Anadarko is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each party’s businesses and operations prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business” beginning on page [ ].

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company.

Occidental and Anadarko are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company’s success after the completion of the merger will depend in part upon the ability of the combined company to retain key management personnel and other key employees of Occidental and Anadarko. Prior to completion of the merger, current and prospective employees of Occidental and Anadarko may experience uncertainty about their roles within the combined company following the completion of the merger, which may have an adverse effect on the ability of each of Occidental and Anadarko to attract or retain key management and other key personnel. In addition, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of Occidental and Anadarko to the same extent that Occidental and Anadarko have previously been able to attract or retain their own employees.

Potential litigation against Occidental and Anadarko could result in an injunction preventing the completion of the merger or a judgment resulting in the payment of damages.

Stockholders of Anadarko may file lawsuits against Occidental, Anadarko and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to Anadarko and/or Occidental, including any costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Occidental’s business, financial condition, results of operations and cash flows.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Anadarko is a party, which may have an adverse impact on the combined company’s business and results of operations.

The completion of the merger may trigger change in control and other provisions in certain agreements to which Anadarko is a party. If Occidental and Anadarko are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Occidental and Anadarko are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Anadarko or the combined company. Any of the foregoing or similar developments may have an adverse impact on the combined company’s business and results of operations.

The shares of Occidental common stock to be received by Anadarko stockholders upon completion of the merger will have different rights from shares of Anadarko common stock.

Upon completion of the merger, Anadarko stockholders will no longer be stockholders of Anadarko but will instead become stockholders of Occidental, and their rights as Occidental stockholders will be governed by the terms of Occidental’s restated certificate of incorporation and amended and restated by-laws, as amended. The terms of Occidental’s restated certificate of incorporation and amended and restated by-laws, as amended, are in some respects materially different than the terms of Anadarko’s restated certificate of incorporation and by-laws, which currently govern the rights of Anadarko stockholders. See “Comparison of Rights of Stockholders of Occidental and Anadarko” beginning on page [ ] for a discussion of the different rights associated with shares of Anadarko common stock and shares of Occidental common stock.

The unaudited pro forma condensed combined financial data included in this proxy statement/prospectus are presented for illustrative purposes only and the actual financial condition and results of operations of Occidental following the completion of the merger may differ materially.

The unaudited pro forma condensed combined financial data contained in this proxy statement/prospectus are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates and may not be an indication of Occidental’s financial condition or results of operations following the merger and the other transactions for several reasons. The actual financial condition and results of operations of Occidental following the completion of the merger may not be consistent with, or evident from, these unaudited pro forma condensed combined financial data. In addition, the assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect Occidental’s financial condition or results of operations following the transactions. Any potential decline in Occidental’s financial condition or results of operations may cause significant variations in the stock price of Occidental. For more information, see “Unaudited Pro Forma Condensed Combined Financial Data” beginning on page [ ].

Occidental’s and Anadarko’s respective by-laws have been amended to designate the Court of Chancery of the State of Delaware (or in some cases, other state or federal courts in Delaware) as the sole and exclusive forum for certain disputes between each of Occidental and Anadarko and their respective stockholders, which could limit the ability of Occidental stockholders or Anadarko stockholders to choose the judicial forum for certain proceedings relating to Occidental or Anadarko, as applicable.

Occidental’s and Anadarko’s respective by-laws provide that, unless Occidental or Anadarko, as applicable, consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for:

This forum selection by-law may limit the ability of Occidental stockholders or Anadarko stockholders to bring a claim in a judicial forum that it finds favorable or cost-efficient for disputes with Occidental or Anadarko, as applicable, or any of their respective directors, officers or other employees, which may discourage lawsuits with respect to such claims.

Risks Relating to the Combined Company After Completion of the Merger

Occidental may not achieve the intended benefits and the merger may disrupt its current plans or operations.

There can be no assurance that Occidental will be able to successfully integrate Anadarko’s assets or otherwise realize the expected benefits of the potential transaction (including anticipated annual operating cost and capital synergies). Difficulties in integrating Anadarko into Occidental may result in the combined company performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining existing business and operational relationships, including customers, suppliers and employees and other counterparties, and attracting new business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as unforeseen expenses or delays associated with the acquisition.

Occidental will incur a substantial amount of indebtedness and other payment obligations in connection with the financing for the merger.

Occidental expects to fund the cash portion of the consideration by incurring up to $21.8 billion of third-party indebtedness and issuing the series A preferred stock and a warrant to acquire common stock pursuant to the Berkshire Hathaway investment. In addition, Occidental expects to assume approximately $11.9 billion aggregate principal amount of Anadarko’s outstanding long-term debt, excluding finance lease liabilities, as well as approximately $7.3 billion aggregate principal amount of Western Midstream Operating, LP’s outstanding short- and long-term debt, in the merger. Occidental cannot guarantee that it will be able to generate sufficient cash flow to service and repay this indebtedness or to pay the dividends required to be paid on the series A preferred stock, or that it will be able to refinance such indebtedness on favorable terms, or at all. The failure to so repay or refinance such indebtedness, or to pay dividends on such series A preferred stock, could have a material adverse effect on Occidental’s business, financial condition, results of operations, cash flows and/or share price. If Occidental is unable to service such indebtedness and fund its operations, Occidental may be forced to reduce or delay capital expenditures, seek additional capital, sell assets or refinance Occidental’s indebtedness. Any such action may not be successful and Occidental may be unable to service such indebtedness and its operations, which could have a material adverse effect on Occidental’s business, financial condition, results of operations, cash flows and/or share price. For more information about the financing of the merger, see “The Merger—Financing of the Merger and Treatment of Existing Debt” beginning on page [ ].

Occidental’s significant additional indebtedness following the merger could adversely affect Occidental’s financial position and prevent Occidental from fulfilling its obligations with respect to such indebtedness. Any refinancing of this debt could be at significantly higher interest rates. Occidental’s substantial indebtedness could lead to adverse consequences. Any resulting downgrades in Occidental’s credit ratings could increase the cost of further borrowings or refinancings of Occidental’s indebtedness, limit access to sources of financing in the future or lead to other adverse consequences.

Occidental’s increased indebtedness following the completion of the merger could have adverse consequences, including but not limited to:

In addition, although Occidental is expected to maintain an investment grade credit rating, Occidental’s increased indebtedness following the completion of the merger could result in a downgrade in the credit rating of Occidental or any indebtedness of Occidental or its subsidiaries. A downgrade in the credit rating of Occidental or any indebtedness of Occidental or its subsidiaries could increase the cost of further borrowings or refinancings of such indebtedness, limit access to sources of financing in the future or lead to other adverse consequences.

The terms of Occidental’s indebtedness currently impose, and any additional indebtedness it incurs in the future may impose, significant operating and financial restrictions on it. These restrictions limit Occidental’s ability to, among other things, incur additional indebtedness, make investments, pay certain dividends, prepay other indebtedness, sell assets, incur certain liens and enter into agreements with its affiliates, and also restrict Occidental’s subsidiaries’ ability to pay dividends, merge or consolidate. In addition, certain of Occidental’s credit facilities and other financing arrangements require, and following the merger certain agreements governing Anadarko’s and its subsidiaries’ indebtedness will require, Occidental (or certain of its subsidiaries) to maintain specified financial ratios. A breach of any of these covenants or Occidental’s (or such subsidiaries’) inability to maintain the required financial ratios could result in a default under the related indebtedness. If a default occurs, the relevant lenders could elect to declare such indebtedness, together with accrued interest and other fees, to be immediately due and payable. These factors could have a material adverse effect on Occidental’s business, financial condition, results of operations, cash flows and/or stock price.

Occidental may not be able to obtain its preferred form of debt financing in connection with the merger on anticipated terms or at all.

Occidental expects to fund a portion of the cash consideration and the payment of fees and expenses related to the merger using the proceeds of long-term financing, which Occidental currently expects to include borrowings under a new term loan facility and the issuance of debt securities through a public offering or in a private placement, in addition to proceeds from the Berkshire Hathaway investment. However, there is a risk that market conditions will not be conducive to Occidental executing this financing plan with respect to the long-term financing, or that the long-term financing will not be available on favorable terms. As a result, Occidental may need to pursue other options, including borrowings under a bridge loan credit facility, which may result in less favorable financing terms that could increase costs and/or adversely impact the operations of Occidental. For additional information, see “The Merger—Financing of the Merger and Treatment of Existing Debt” beginning on page [ ].

Occidental may not be able to consummate the sale to Total of the assets, liabilities, businesses and operations of Anadarko in Algeria, Ghana, Mozambique and South Africa or complete its planned divestitures of certain assets on favorable terms or at all.

The Total transaction is conditioned on the completion of the merger, the execution and delivery of a definitive purchase agreement, and the receipt of required regulatory approvals, as well as other customary closing conditions. Occidental may not be able to consummate the Total transaction on the terms described herein or at all, or obtain the proceeds that could be realized from it, and those cash proceeds may not be adequate to meet any debt service obligations then due. In addition, although Occidental intends to complete $10–15 billion of divestitures of certain assets within 24 months after completion of the merger (including the Total transaction), Occidental may not be able to complete its planned divestitures on favorable terms or at all. Any difficulties with respect to the completion of the Total transaction or other planned divestitures could have a material adverse effect on Occidental’s business, financial condition, results of operations, cash flows and/or stock price.

For more information regarding the Total transaction, see “The Merger—Sale of Anadarko Assets to TOTAL S.A.” beginning on page [ ].

Anadarko stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the policies of the combined company than they now have on the policies of Anadarko.

Occidental stockholders currently have the right to vote in the election of the Occidental Board and on other matters affecting Occidental. Anadarko stockholders currently have the right to vote in the election of the Anadarko Board and on other matters affecting Anadarko. Immediately after the merger is completed, it is expected that current Occidental stockholders will own approximately 84% of the combined company’s common stock outstanding and current Anadarko stockholders will own approximately 16% of the combined company’s common stock outstanding, respectively (without giving effect to the exercise of the warrant to be issued pursuant to the Berkshire Hathaway investment).

As a result, current Anadarko stockholders will have less influence on the policies of Occidental than they now have on the policies of Anadarko.

The market price of the combined company’s common stock may be affected by factors different from those affecting the price of Occidental or Anadarko common stock.

Upon completion of the merger, holders of Occidental common stock and Anadarko common stock will be holders of common stock of Occidental. As the businesses of Occidental and Anadarko are different, the results of operations as well as the price of the combined company’s common stock may in the future be affected by factors different from those factors affecting Occidental and Anadarko as independent stand-alone companies. The combined company will face additional risks and uncertainties that Occidental or Anadarko may currently not be exposed to as independent companies.

The market price of Occidental’s common stock may decline as a result of the merger.

The market price of Occidental common stock may decline as a result of the merger if, among other things, the combined company is unable to achieve the expected benefits of the potential transaction (including anticipated annual operating cost and capital synergies) in connection with the integration of Occidental’s and Anadarko’s businesses, or if the transaction costs related to the merger are greater than expected. The market price also may decline if the combined company does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The issuance of shares of Occidental common stock in the merger or upon the exercise of the warrant to be issued pursuant to the Berkshire Hathaway investment could on its own have the effect of depressing the market price for Occidental common stock. In addition, many Anadarko stockholders may decide not to hold the shares of Occidental common stock they receive as a result of the merger. Other Anadarko stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Occidental common stock they receive as a result of the merger. Such sales of Occidental common stock may take place shortly following the completion of the merger and could have the effect of depressing the market price for Occidental common stock.

Additionally, under the terms of the series A preferred stock to be issued pursuant to the Berkshire Hathaway investment, Occidental may elect to pay dividends on the preferred stock in the form of Occidental common stock. If Occidental chooses to do so, it may have an adverse effect on the market price of Occidental common stock.

The merger may not be accretive, and may be dilutive, to Occidental’s cash flow per share and free cash flow per share, which may negatively affect the market price of Occidental common stock.

Occidental currently expects the merger to be accretive to its cash flow per share (calculated as cash flow from operations before working capital, less distributions attributable to noncontrolling interest, divided by total common diluted shares outstanding) and free cash flow per share (calculated as cash flow from operations before working capital, less distributions attributable to non-controlling interest, capex, preferred dividends and common dividends, divided by total common diluted shares outstanding), within twelve months after the completion of the merger. This expectation, however, is based on preliminary estimates that may materially change. In addition, Occidental could fail to realize all the benefits anticipated in the transaction or experience delays or inefficiencies in realizing such benefits. Such factors could, when combined with the issuance of shares of Occidental common stock in the merger, result in the transaction being dilutive to Occidental’s cash flow per share and/or free cash flow per share, which could negatively affect the market price of shares of Occidental common stock.

Occidental cannot assure you that it will be able to continue paying dividends at the current rate.

Occidental plans to continue its current dividend practices following the merger. However, based on the number of issued and outstanding shares of Anadarko common stock as of [ ], 2019, the record date, Occidental will issue between approximately [ ] and [ ] shares of Occidental common stock in connection with the merger. Continuing Occidental’s current dividend practices following the merger will require additional cash to pay such dividends, which it may not have. In addition, the series A preferred stock to be issued pursuant to the Berkshire Hathaway investment will require Occidental to pay substantial dividends following the closing of the merger. So long as any share of the series A preferred stock remains outstanding, Occidental may not declare or pay dividends on Occidental common stock unless all accrued and unpaid dividends on all outstanding shares of series A preferred stock have been, or are contemporaneously, declared and paid in full and Occidental has paid, or will contemporaneously pay, in full any portion of the redemption price required to be paid in respect of the series A preferred stock. See “The Merger—Financing of the Merger and Treatment of Existing Debt—Berkshire Hathaway Investment” beginning on page [ ]. For these and other reasons generally affecting the ability to pay dividends, stockholders of the combined company may not receive the same dividends following the merger. Stockholders also should be aware that they have no contractual or other legal right to dividends that have not been declared.

of Wachtell Lipton discussed legal matters with the Anadarko Board, including the fiduciary duties of directors in the context of considering an acquisition proposal, a representative of Evercore discussed financial aspects of Occidental’s proposal and a representative of Winston Strawn discussed legal matters in respect of the 2014 Spin-Off. After discussion, the Anadarko Board reached a unanimous conclusion that the combination of two companies with such distinct and disparate strategies as Anadarko and Occidental was unlikely to optimize value for Anadarko’s stockholders. Further, the Anadarko Board expressed concern with respect to Occidental’s pro forma ability to maintain and increase its dividend, as well as the potential need for Occidental to execute significant asset sales in a difficult market environment in connection with its proposed transaction. Accordingly, the Anadarko Board determined that Anadarko should reject Occidental’s proposal and instructed Mr. Walker to convey such rejection to Ms. Hollub, which Mr. Walker did by letter on November 17, 2017. Anadarko’s November 14, 2017 closing stock price was $48.05 per share.

On November 21, 2017, Ms. Hollub sent Mr. Walker a letter emphasizing Occidental’s belief in the merits of its proposed transaction and expressing disagreement with the concerns underpinning Anadarko’s rejection of Occidental’s proposal. The letter proposed a meeting between the parties so that Occidental could explain in greater detail Occidental’s dividend outlook and its view on potential synergies in the proposed transaction, and Anadarko could explain its views regarding the potential value of Anadarko’s Mozambique project and other assets.

On November 30, 2017, Mr. Walker called Ms. Hollub and then sent her a letter reiterating the rationale underlying the Anadarko Board’s decision to reject Occidental’s proposal, including, among other things, concerns with the proposed operating model, the supportability of the combined company’s pro forma dividend policy, and execution and integration challenges in the proposed combination.

On January 19, 2018, Ms. Hollub sent Mr. Walker a letter setting forth a revised proposal for Occidental to acquire Anadarko. The stated purchase price based on Occidental’s trading value at that time was $76 per share, representing a 30% premium to Anadarko’s January 18 closing price of $58.29 per share, with a proposed mechanism enabling Anadarko’s stockholders to elect to receive stock or cash consideration, subject to proration ensuring the aggregate consideration would consist of not more than 50% cash. The letter indicated that Occidental planned to maintain its existing dividend after the closing of the proposed transaction and was open to the principle of board representation at the combined company proportional to ownership of the combined company by the parties’ respective pre-transaction stockholders. It also included a request for a meeting with Anadarko’s executive team and the Anadarko Board, a request that the parties sign a mutual non-disclosure agreement and a request for a formal response by February 5, 2018.

On February 1, 2018, Mr. Robert G. Gwin, then Anadarko’s Executive Vice President, Finance and Chief Financial Officer and now its President, met with Mr. Cedric W. Burgher, Occidental’s Senior Vice President and Chief Financial Officer, for a discussion focused on financial considerations relating to Occidental’s proposal. Representatives of Evercore and BAML, financial advisor to Occidental, were also in attendance.

On February 4, 2018, Mr. Walker met with Ms. Hollub for a discussion which focused on timing and process considerations and potential next steps.

On February 12, 2018, the Anadarko Board held a regularly scheduled meeting. At the meeting, with representatives of Anadarko management, Evercore and Wachtell Lipton in attendance, the Anadarko Board received an update on the recent discussions with Occidental and considered how Anadarko should respond to Occidental’s most recent transaction proposal. The Anadarko Board determined that Anadarko should reject Occidental’s proposal and instructed Mr. Walker to convey such rejection and its rationale to Ms. Hollub. Fundamental to the Anadarko Board’s decision to reject Occidental’s proposal was its confidence in Anadarko’s future prospects as a standalone company. Anadarko’s February 12, 2018 closing stock price was $57.82 per share.

On February 13, 2018, Mr. Walker sent a letter to Ms. Hollub setting forth Anadarko’s rejection of Occidental’s revised transaction proposal and summarizing the Anadarko Board’s rationale for such rejection, while also conveying the Anadarko Board’s belief that the risks it had identified would be mitigated by an all-cash transaction.

During the balance of 2018, at various industry trade meetings and similar forums, Ms. Hollub informally discussed with Mr. Walker Occidental’s continued interest in a combination with Anadarko. During 2018, Anadarko’s stock traded in a range of $40.57 to $75.47 per share.

On February 6, 2019, Mr. Michael K. Wirth, Chairman and Chief Executive Officer of Chevron Corporation (“Chevron”), delivered to Mr. Walker a letter dated February 5, 2019 setting forth Chevron’s proposal to acquire Anadarko for $64 per share, consisting of 25% cash and 75% Chevron common stock and representing a 31% premium to Anadarko’s February 5 closing price of $49.08 per share, with the exchange ratio for the stock portion of the merger consideration to be fixed upon signing of a definitive agreement. Shortly following receipt of the letter, Anadarko management informed the Anadarko Board of Chevron’s proposal and reached out to Wachtell Lipton, Vinson & Elkins LLP, Evercore and Goldman Sachs & Co. LLC (“Goldman Sachs”) to request that they act as legal advisors and financial advisors, respectively, to Anadarko. Anadarko’s February 6, 2019 closing stock price was $45.45 per share.

On February 12, 2019, the Anadarko Board held a regularly scheduled meeting. At the meeting, with representatives of Anadarko management, Evercore, Goldman Sachs and Wachtell Lipton in attendance, the Anadarko Board discussed, among other matters, Chevron’s transaction proposal and how Anadarko should respond to it. Representatives of Wachtell Lipton discussed legal matters with the Anadarko Board, including the fiduciary duties of directors in the context of considering an acquisition proposal. Mr. Walker reviewed Chevron’s proposal, and representatives of Evercore and Goldman Sachs provided preliminary views regarding certain financial aspects of the proposal and other potentially interested transaction counterparties (including, among others, Occidental). Following discussion, the Anadarko Board determined that, based on its preliminary analysis of Chevron’s proposal, it would be in the best interests of Anadarko’s stockholders for Anadarko to further explore a combination with Chevron, and accordingly authorized and instructed management and the advisors to enter into a non-disclosure agreement and commence initial due diligence in order to better understand the merits of a combination. The Anadarko Board also discussed whether it would be in the best interests of Anadarko’s stockholders for Anadarko to proactively reach out to other potentially interested transaction counterparties at that time, and elected to defer a final decision on the matter until Anadarko had developed a clearer view regarding the likelihood of a potential transaction with Chevron. Anadarko’s February 12, 2019 closing stock price was $42.80 per share.

On February 14, 2019, Messrs. Walker and Wirth had a discussion regarding, among other matters, Anadarko’s and Chevron’s respective assets and the complementary nature thereof, and Chevron’s track record with respect to the integration of acquired companies and major LNG project experience. They also discussed the potential transaction process going forward, subject to achieving mutually acceptable terms and conditions set forth in a merger agreement to be negotiated.

On February 15, 2019, Mr. Gwin and Mr. Jay R. Pryor, Chevron’s Vice President of Business Development, had a discussion regarding transaction process, timing, next steps and related matters.

On February 18, 2019, the Anadarko Board held a special telephonic meeting, with representatives of Anadarko management and Wachtell Lipton in attendance, in order to receive an update regarding the recent discussions with Chevron and to discuss next steps.

On February 20, 2019, Anadarko and Chevron entered into a mutual non-disclosure agreement to facilitate due diligence and continued transaction discussions. The non-disclosure agreement included a standstill provision applicable to Chevron that would terminate if Anadarko were to enter into a definitive agreement for a sale or business combination transaction with a third party (a “Fall-Away Provision”). Anadarko’s February 20, 2019 closing stock price was $45.16 per share.

On February 28, 2019, representatives of Anadarko’s and Chevron’s respective management teams had a meeting at which Anadarko management presented an overview of various aspects of Anadarko’s business in order to facilitate Chevron’s due diligence efforts. Follow-up due diligence sessions involving Anadarko and Chevron management occurred on March 7, March 13 and March 19, 2019, the latter two sessions telephonically.

On March 11, 2019, Chevron sent a draft merger agreement to Anadarko. Among other things, the draft included provisions that would have required Anadarko to present the Chevron transaction to Anadarko’s stockholders for their approval even if a third party had proposed an alternative transaction that the Anadarko

Board determined was a superior proposal (“Force the Vote Provisions”). The Chevron draft also proposed that the fiduciary termination fee payable by Anadarko in certain circumstances, including if the Anadarko Board withdrew its recommendation in favor of the Chevron transaction in response to a superior proposal from a third party, would be equal to 3.5% of Anadarko’s equity value implied by the transaction.

On March 18, 2019, Anadarko sent Chevron a revised draft merger agreement that, among other revisions, eliminated the Force the Vote Provisions and proposed a fiduciary termination fee of 2.5% of Anadarko’s equity value implied by the transaction. Later on March 18, 2019, Messrs. Gwin and Pryor had a discussion regarding the draft merger agreement and transaction process and timing matters.

On March 19, 2019, Mr. Walker and Ms. Hollub attended the American Petroleum Institute conference, where they discussed, among other matters, Occidental’s continued interest in a transaction with Anadarko.

On March 19 and March 20, 2019, Messrs. Walker and Wirth had discussions regarding transaction pricing, process and timing matters, during which Mr. Walker encouraged Mr. Wirth to increase Chevron’s proposed purchase price. Mr. Wirth conveyed to Mr. Walker that Chevron would be willing to pursue a transaction with an increased purchase price of $65 per share and the same consideration mix as previously proposed. Anadarko’s March 20, 2019 closing stock price was $45.40 per share.

Later on March 20, 2019, the Anadarko Board held a previously scheduled meeting, with representatives of Anadarko management, Evercore, Goldman Sachs and Wachtell Lipton in attendance. The Anadarko Board received an update regarding the discussions with Chevron and had a further discussion regarding whether it would be in the best interests of Anadarko’s stockholders for Anadarko to contact other potentially interested parties prior to entering into an agreement with Chevron (assuming such an agreement could be finalized). After discussion, the Anadarko Board determined that it would not be advisable to contact third parties at that time. In reaching this conclusion, the Anadarko Board noted that Anadarko’s ability to achieve a transaction with Chevron and to accomplish another significant project that Anadarko was then pursuing could be put at significant risk if the fact that Anadarko was engaged in transaction discussions (whether with Chevron or a third party) became known to the public. In addition, following discussion with its advisors, the Anadarko Board concluded that the fiduciary termination fee that was expected to be included in a merger agreement with Chevron was unlikely to present a material impediment to any credible third party that might wish to make an alternative acquisition proposal following announcement of a transaction with Chevron. The Anadarko Board authorized and instructed Anadarko’s management and advisors to continue negotiations with Chevron.

Also on March 20, 2019, Mr. Wirth and Mr. Mitchell W. Ingram, Anadarko’s Executive Vice President of International, Deepwater & Exploration, met to discuss the potential transaction.

On March 21, 2019, Messrs. Wirth and Walker discussed the current status of negotiations, including certain terms and provisions on which the parties had not reached agreement. Also on March 21, 2019, Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), counsel to Chevron, sent Wachtell Lipton a revised draft merger agreement which, among other things, reinstated the Force the Vote Provisions and proposed that Anadarko’s fiduciary termination fee would be equal to 3.25% of its equity value implied by the transaction.

Also on March 21, 2019, Ms. Hollub called Mr. Walker to discuss matters related to the American Petroleum Institute and also conveyed Occidental’s continued interest in a transaction with Anadarko.

On March 22, 2019, Messrs. Gwin and Pryor had a discussion regarding open points in the draft merger agreement and transaction pricing, process and timing matters. Later that day, representatives of Wachtell Lipton and Paul Weiss had a discussion regarding the merger agreement, and Wachtell Lipton subsequently sent Paul Weiss a revised draft that, among other matters, eliminated the Force the Vote Provisions and left open the amount of Anadarko’s fiduciary termination fee.

In the evening of March 22, 2019, Ms. Hollub called Mr. Walker to inform him that Occidental would like to re-engage in discussions regarding a combination of the companies and would be sending Anadarko a letter setting forth a new proposal from Occidental to acquire Anadarko.

On March 23, 2019, Ms. Hollub called Mr. Walker and subsequently sent a letter which proposed an acquisition of Anadarko for consideration consisting of $19 in cash plus 0.8737 of a share of Occidental common stock per share of Anadarko stock, which equated to a total value of $76 per Anadarko share based on

Occidental’s last closing stock price of $65.24 per share. Anadarko’s last closing stock price, on March 22, was $43.23 per share. The letter also indicated that the proposed transaction would not be subject to any financing condition, that Occidental was flexible with respect to structuring the transaction, and that the proposal set forth therein had been approved by the Occidental Board.

Also on March 23, 2019, Messrs. Gwin and Pryor had a discussion in which Mr. Gwin informed Mr. Pryor of the proposal that Anadarko had received from Occidental. Mr. Gwin noted that Anadarko’s Board and management team intended to evaluate the proposal in accordance with their fiduciary duties, which would necessarily affect the timing of any further negotiations with Chevron.

On March 24, 2019, Messrs. Gwin and Pryor had a follow-up discussion in which Mr. Pryor stated that Chevron had considered the new information, confirmed its proposed purchase price of $65 per share, and would continue to insist on including Force the Vote Provisions in any merger agreement with Anadarko. Mr. Pryor also stated that if a merger agreement between Anadarko and Chevron could not be finalized and executed within a matter of days, Chevron would strongly consider withdrawing its proposal entirely.

Later on March 24, 2019, the Anadarko Board had a special telephonic meeting, with representatives of Anadarko management, Evercore, Goldman Sachs and Wachtell Lipton in attendance. Messrs. Walker and Gwin updated the Anadarko Board on recent developments, including the proposal received from Occidental and discussions with Chevron. The Anadarko Board noted that because of the significant equity component of Occidental’s proposed transaction consideration, many of the concerns it had identified in analyzing Occidental’s earlier proposals appeared to remain applicable to Occidental’s current proposal. The Anadarko Board further noted that the proposal was subject to significant risks and uncertainties not present in the Chevron proposal, including the requirement for approval of (i) the issuance of Occidental common stock and (ii) a charter amendment by Occidental’s stockholders, as well as Occidental’s need to rely on third-party transaction financing. The Anadarko Board also discussed the risk of permanently losing the opportunity to achieve a transaction with Chevron given Chevron’s indication that it would strongly consider withdrawing its proposal if Anadarko was unwilling to sign a merger agreement with Chevron within a matter of days. Having carefully considered these concerns, the Anadarko Board determined that the nominal price offered by Occidental, despite the risks associated with the proposal, could prove to be sufficiently high relative to both Anadarko’s current stock price and Chevron’s proposed acquisition price that it would be in the best interests of Anadarko’s stockholders for Anadarko to explore whether Anadarko and Occidental could achieve a transaction that provided both superior value and sufficient closing certainty to Anadarko’s stockholders.

In the evening of March 24, 2019, Messrs. Walker and Wirth had a discussion in which Mr. Wirth confirmed Chevron’s unwillingness to raise its proposed purchase price above $65 per share and reiterated Mr. Wirth’s view of the potential benefits of Chevron’s proposal and that Chevron might withdraw its proposal in light of the Anadarko Board’s decision to engage in discussions with Occidental.

On March 25, 2019, Anadarko suspended Chevron’s access to the due diligence information included in a virtual data room previously made available to Chevron. On the same day, members of Anadarko senior management had a call with members of Occidental senior management to discuss Occidental’s proposal and to confirm that entering into a mutual non-disclosure agreement was the appropriate next step. During that discussion, Mr. Gwin asked Mr. Oscar K. Brown, Occidental’s Senior Vice President, Strategy, Business Development and Integrated Supply about the meaning of the reference to structural flexibility that was indicated in Occidental’s proposal letter, and the potential use of a collar on the exchange ratio was discussed in that regard. Mr. Gwin noted that the collar would be an important factor in evaluating any potential transaction with Occidental. Later that day, Anadarko sent a proposed form of mutual non-disclosure agreement to Occidental. Anadarko’s March 25, 2019 closing stock price was $43.60 per share.

On March 26, 2019, Anadarko and Occidental executed the mutual non-disclosure agreement, which included a standstill provision applicable to Occidental with a Fall-Away Provision.

On March 27, 2019, Anadarko granted Occidental access to due diligence information provided in a virtual data room.

On March 28 and 29, 2019, representatives of Anadarko’s and Occidental’s respective management teams had meetings at which Anadarko management presented an overview of various aspects of Anadarko’s business in order to facilitate Occidental’s due diligence efforts.

On March 30, 2019, Cravath, Swaine & Moore LLP (“Cravath”), counsel to Occidental, sent a draft merger agreement to Wachtell Lipton. The draft provided that closing of the merger would be conditioned upon Occidental’s stockholders approving both (i) the issuance of Occidental shares upon closing of the merger pursuant to NYSE rules (which would require the affirmative vote of a majority of the shares voting at a meeting of Occidental stockholders), and (ii) an amendment to Occidental’s certificate of incorporation (which would require the approval of a majority of Occidental’s outstanding shares) that would increase Occidental’s authorized capital stock, which was necessary because Occidental did not have sufficient capital stock authorized to issue the full amount of Occidental common stock contemplated by the proposed transaction (the “Occidental Charter Amendment”). The draft also provided for a fixed exchange ratio with no collar or other value-protection mechanism, did not provide for compensation to Anadarko if either of the Occidental stockholder votes failed absent a change in recommendation by the Occidental Board (an “Acquiror Vote-Down Payment”), and included a mutual fiduciary termination fee equal to 3.95% of Anadarko’s equity value implied by the transaction if either party’s board, as applicable, elected to withdraw its recommendation in favor of the transaction or elected to terminate the transaction in favor of a superior proposal. The draft also contemplated that Occidental would obtain committed financing and that the closing of the transaction would not be subject to a financing condition.

On April 1, 2019, representatives of Anadarko’s and Occidental’s respective management teams had meetings at which Anadarko management conducted reverse due diligence on Occidental. The parties agreed to continue the reverse due diligence sessions on April 3, 2019, with a focus on Occidental’s strategic rationale for the merger and its communications plans in connection with announcing the potential transaction.

On April 2, 2019, Wachtell Lipton sent a revised draft merger agreement to Cravath. Among other things, the revised draft contemplated a mechanism to protect the value of the stock portion of the merger consideration, noted that the financing-related provisions of the draft would be subject to Anadarko’s review of Occidental’s commitment letters, and included several provisions which attempted to address the concerns of Anadarko and its advisors regarding the ability of Occidental to successfully close a transaction given the higher stockholder approval threshold associated with the Occidental Charter Amendment. These provisions included an Acquiror Vote-Down Payment equal to 7.5% of Occidental’s pre-transaction equity value and a requirement that, if Occidental failed to obtain stockholder approval for the Occidental Charter Amendment, the cash portion of the merger consideration would be increased such that the Occidental Charter Amendment would no longer be necessary to complete the transaction (the “Initial Closing Certainty Proposal”). Both the Initial Closing Certainty Proposal and Anadarko’s demand for a value protection mechanism arose from Anadarko’s concern that the announcement of the proposed merger with Occidental could result in potentially significant downward pressure on Occidental’s stock price relative to Occidental’s then-current trading levels, which would in turn reduce the value to be received by Anadarko’s stockholders and could make the required Occidental stockholder approvals more challenging to obtain.

On April 3, 2019, at the beginning of what would have been the second day of Anadarko’s reverse due diligence sessions with management of Occidental, Ms. Hollub requested a separate discussion with Mr. Gwin in order to express Occidental’s strong disagreement with the terms of the draft merger agreement sent the prior day by Wachtell Lipton. Ms. Hollub then cancelled the reverse due diligence session. Mr. Gwin indicated to Ms. Hollub that the terms included in the draft merger agreement delivered by Wachtell Lipton were consistent with Anadarko’s focus on delivering a transaction to its stockholders with sufficient value and closing certainty. Mr. Gwin suggested that Occidental instruct Cravath to revise the draft merger agreement in a manner more acceptable to Occidental while addressing Anadarko’s concerns.

Later on April 3, 2019, Mr. Walker had a call with Ms. Hollub and recommended that each party’s General Counsel and their respective outside legal advisors have a meeting to attempt to explain the parties’ respective positions and determine whether the differences on merger agreement terms could be narrowed. Ms. Hollub agreed to facilitate such a discussion.

On April 4, 2019, Cravath sent a revised draft merger agreement to Wachtell Lipton, which, among other things, replaced Anadarko’s general reference to the need for a value protection mechanism with a more specific value-protective collar provision (without proposing specific pricing parameters associated therewith), rejected the Initial Closing Certainty Proposal and removed any reference to an Acquiror Vote-Down Payment.

Later on April 4, 2019, the respective General Counsels of Anadarko and Occidental, along with representatives of Wachtell Lipton and Cravath, had a conference call regarding open points in the draft merger agreement, including the Initial Closing Certainty Proposal and the proposed Acquiror Vote-Down Payment.

On April 5, 2019, Wachtell Lipton sent a revised draft merger agreement to Cravath. Later that day, representatives of Wachtell Lipton and Cravath had a conference call regarding open points in the draft merger agreement. At that time, a number of material terms remained unresolved, including the parameters of a collar mechanism, whether there would be any mechanism to eliminate the need for a closing condition tied to the approval of the Occidental Charter Amendment, and whether there would be any Acquiror Vote-Down Payment. Also on April 5, 2019, representatives of management of Occidental and Anadarko held the due diligence meeting that was originally scheduled for April 3, at which they reviewed a draft of the Occidental investor presentation to be used in connection with the announcement of the proposed merger and discussed Occidental’s proposed potential synergies and its views regarding integration issues.

Later on April 5, 2019, in light of Anadarko’s perception of a growing risk that negotiations with Occidental would not result in a transaction offering sufficient value protection and closing certainty, Mr. Gwin contacted Mr. Pryor to seek confirmation that Chevron’s proposal remained outstanding, as Anadarko had not received an indication that the prior offer had been withdrawn. Mr. Pryor indicated that Chevron’s proposal to acquire Anadarko at a purchase price of $65 per share remained outstanding. He also indicated that Chevron was willing to demonstrate some flexibility on key contractual terms, including the Force the Vote Provisions. In addition, Mr. Pryor informed Mr. Gwin that if Anadarko were to enter into a definitive merger agreement with a third party, Chevron would promptly terminate its efforts to acquire Anadarko and would not submit any competing acquisition proposal thereafter.

On April 6, 2019, Messrs. Gwin and Brown, as well as the respective General Counsels of Anadarko and Occidental, met to discuss the terms of the proposed transaction between Anadarko and Occidental. During that meeting, the representatives of Occidental indicated that Occidental continued to object to the Initial Closing Certainty Proposal and that, in their view, there was little risk to Occidental obtaining stockholder approval of the Occidental Charter Amendment. In addition, the representatives of Occidental indicated that (i) Occidental could consider increasing the cash portion of the merger consideration mix in order to mitigate the voting risk, but only at a lower purchase price and (ii) the value-protective collar provision was likewise only acceptable to Occidental at a lower purchase price. Mr. Gwin stated, among other things, that any reduction of the purchase price would be unacceptable and would place the transaction at risk, and further reminded the Occidental representatives that a price protection mechanism had been previously identified by Anadarko management as a key deal term.

Later on April 6, 2019, Mr. Walker communicated to Ms. Hollub that, before they confirmed the meeting they had tentatively scheduled for the next day, Anadarko needed to receive a written response concerning how Occidental intended to address the risk to closing certainty associated with Occidental’s need to secure stockholder approval of the Occidental Charter Amendment, given Occidental’s objection to the Initial Closing Certainty Proposal as well as to a second proposal Anadarko had made involving the substitution of Occidental participating preferred stock (instead of cash) for Occidental common stock (the “Second Closing Certainty Proposal”). Ms. Hollub and Mr. Walker then exchanged several messages in which Ms. Hollub expressed a desire to meet for in-person negotiations, while Mr. Walker emphasized that a written response from Occidental regarding how it intended to address the closing certainty risk associated with the Occidental Charter Amendment was a significant gating item that needed resolution. Mr. Walker stated that this risk should not be borne by Anadarko’s stockholders and indicated his willingness to clear his calendar over the next week to finalize a mutually agreeable transaction as soon as that gating item was satisfactorily addressed. Ms. Hollub attempted to schedule an in-person meeting with Mr. Walker during the following week, but Mr. Walker maintained his position that Anadarko’s stated concerns regarding closing certainty would need to be addressed in a satisfactory manner before any such meeting would occur.

Later that day, Wachtell Lipton sent Cravath a term sheet relating to the Second Closing Certainty Proposal. The Second Closing Certainty Proposal contemplated that participating preferred stock with substantially similar rights to Occidental’s common stock would be automatically substituted for Occidental common stock to the extent necessary to permit the transaction to close if Occidental failed to obtain stockholder approval of the

Occidental Charter Amendment. However, on April 7, 2019, Mr. Gwin had a discussion with Mr. Brown, who informed Mr. Gwin that neither the Initial Closing Certainty Proposal nor the Second Closing Certainty Proposal was acceptable to Occidental, and reiterated Occidental’s belief that the Occidental stockholder votes presented no meaningful risk to the proposed transaction.

Later on April 7, 2019, Mr. Gwin had a meeting with Mr. Pryor in which Mr. Gwin suggested that Chevron instruct Paul Weiss to provide a response to the draft merger agreement sent by Wachtell Lipton to Paul Weiss on March 22, 2019. Mr. Pryor agreed to instruct Paul Weiss accordingly. Mr. Pryor also indicated that Chevron remained firm at a purchase price of $65 per share. Later that day, Paul Weiss sent a revised draft merger agreement to Wachtell Lipton. The draft identified the Force the Vote Provisions as an item to be discussed, and proposed a fiduciary termination fee of 3.1% of Anadarko’s equity value implied by the transaction.

On the morning of April 8, 2019, Cravath sent a revised draft merger agreement to Wachtell Lipton that, among other things, contemplated a taxable transaction, and eliminated the Acquiror Vote-Down Payment. The revised draft also proposed that Anadarko’s fiduciary termination fee would be equal to 3.5% of its equity value implied by the transaction, and Occidental’s fiduciary termination fee (payable if, among other circumstances, Occidental were to terminate the Anadarko transaction to pursue a transaction in which Occidental would instead be acquired by a third party) would be equal to 3.5% of Occidental’s pre-transaction equity value. In addition, Cravath provided a revised draft of the term sheet relating to the Second Closing Certainty Proposal and made associated revisions in the draft merger agreement, while noting that such revisions should not be construed as acceptance of the Second Closing Certainty Proposal.

In the late afternoon of April 8, 2019, Ms. Hollub emailed a letter to Mr. Walker which stated that its purpose was to provide Anadarko with a revised proposal to address some of Anadarko’s concerns with regard to deal certainty and price protection. The revised proposal reduced the proposed transaction consideration to $72.00 per share and stated that the merger consideration would consist of 40% cash and 60% Occidental common stock, which would eliminate the need for the approval of the Occidental Charter Amendment but would maintain the requirement under NYSE rules for a stockholder vote to approve the issuance of shares of Occidental common stock in connection with the proposed transaction. Anadarko’s April 5 closing price was $47.01 per share. The revised Occidental proposal also stated there would be no collar. Mr. Walker indicated by return email that he would share the revised proposal with the Anadarko Board.

On April 9, 2019, Messrs. Gwin and Pryor and other representatives of Anadarko and Chevron, joined telephonically by representatives of Wachtell Lipton and Paul Weiss, met to discuss the remaining open points in the parties’ draft merger agreement. Subsequently, Wachtell Lipton sent a revised draft of the merger agreement to Paul Weiss reflecting the parties’ discussion at the meeting, including the removal of the Force the Vote Provisions and reflecting an Anadarko fiduciary termination fee of $1 billion, equivalent to approximately 3.0% of Anadarko’s equity value implied by the transaction.

Later on April 9, 2019, Messrs. Gwin and Pryor had another meeting at which Mr. Gwin proposed that Chevron increase its proposed purchase price. Mr. Pryor indicated that he would provide a response to Mr. Gwin by the next day.

On April 10, 2019, Mr. Pryor informed Mr. Gwin that Chevron’s proposed purchase price would not be increased above $65 per share.

Also on April 10, 2019, the Anadarko Board had a special telephonic meeting, with representatives of Anadarko management, Evercore, Goldman Sachs and Wachtell Lipton in attendance. Messrs. Walker and Gwin updated the Anadarko Board on the current status of discussions with each of Chevron and Occidental. Representatives of Wachtell Lipton discussed legal matters, including the fiduciary duties of directors in the context of considering the proposed transactions. Representatives of Wachtell Lipton also reviewed the terms of the draft merger agreements with each of Chevron and Occidental. Representatives of Evercore and Goldman Sachs reviewed their respective preliminary financial analyses of the proposed transactions. After discussion, the Anadarko Board unanimously determined that Anadarko’s management and advisors should focus their efforts on bringing the Chevron transaction to fruition in light of its strategic benefits (including, among others, the complementary nature of the two companies’ asset portfolios), long-term value to Anadarko’s stockholders and certainty of consummation, each of which the Anadarko Board viewed as comparing favorably to Occidental’s most recent proposal.

On the morning of April 11, 2019, Ms. Hollub continued to seek to speak to Mr. Walker regarding the outstanding issues and indicated Occidental’s belief that the parties could sign the merger agreement expeditiously and potentially as soon as that night. Mr. Walker decided not to negotiate with Ms. Hollub at this time in light of Occidental’s significant reduction in its proposed purchase price on April 8 and the Anadarko Board’s determination the previous day that Anadarko’s management and advisors should focus their efforts on bringing to fruition the Chevron transaction. Later that morning, Ms. Hollub sent a brief email to Mr. Walker (followed by a voicemail) to the effect that, based on a thorough review of Occidental’s share count and that of Anadarko, Occidental was prepared to increase its offer back to $76 per share consisting of not less than 40% cash, and offer seats on the Occidental Board to Mr. Walker and two other Anadarko directors. Ms. Hollub also stated a desire to address the other unresolved issues and sign a merger agreement no later than Sunday, April 14, 2019 in advance of a transaction announcement on Monday, April 15, 2019. Mr. Walker acknowledged receipt of Ms. Hollub’s email and indicated that he would share it with the Anadarko Board.

On April 11, 2019, substantially concurrently with Mr. Walker’s receipt of the email from Ms. Hollub, the Anadarko Board met telephonically, together with members of Anadarko management and representatives of Evercore, Goldman Sachs and Wachtell Lipton. Prior to the meeting, Evercore and Goldman Sachs delivered disclosure letters regarding certain relationships with Anadarko, Chevron and Occidental. Mr. Walker reported on the contents of Ms. Hollub’s email, and a lengthy discussion ensued. In determining the appropriate next steps for Anadarko, the directors considered, among other things, the following factors:

acquisition proposal if Anadarko were to enter into a definitive agreement with a third party. In this regard, because Anadarko believed that it would not be able to finalize a transaction with Occidental as promptly as a transaction with Chevron, which was on schedule to be executed later that day, the Anadarko Board was concerned that:

Following discussion, representatives of Evercore and Goldman Sachs reviewed with the Anadarko Board their respective financial analyses. The Anadarko Board then formed an ad hoc committee that would meet later that day, following finalization of the exchange ratio based on the day’s closing stock prices, to receive the respective oral opinions of the financial advisors described below (which committee, like the ad hoc committee subsequently created by the Anadarko Board on May 6, 2019, was formed solely for administrative convenience and did not conduct any substantive deliberations regarding the proposed transactions with Chevron or Occidental; rather, all substantive board-level discussions were held by the Anadarko Board as a whole or in executive session, an opportunity for which was provided at each meeting of the Anadarko Board in accordance with its customary practice). After carefully considering the proposed terms of the transaction with Chevron, and taking into consideration the matters discussed during that meeting and prior meetings of the Anadarko Board, the Anadarko Board unanimously (i) determined the Chevron merger agreement and the transactions contemplated thereby, including the merger with Chevron, were fair to and in the best interests of Anadarko stockholders, (ii) approved and declared advisable the Chevron merger agreement and the transactions contemplated thereby (including the merger with Chevron), (iii) directed that the adoption of the Chevron merger agreement be submitted to a vote at a meeting of the Anadarko stockholders and (iv) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the adoption of the Chevron merger agreement by the Anadarko stockholders. Also on April 11, 2019 in connection with the approval of the Chevron transaction, the Compensation and Benefits Committee of the Anadarko Board reviewed and approved compensation-related actions including certain changes to the bonus, severance and other compensation arrangements of Anadarko’s officers and the treatment of Anadarko PU awards as described on the Current Report on Form 8-K filed by Anadarko on April 17, 2019. Later that day, following finalization of the exchange ratio based on Anadarko’s and Chevron’s respective closing stock prices, representatives of each of Evercore and Goldman Sachs rendered their respective oral opinions, subsequently confirmed by delivery of their respective written opinions dated April 11, 2019, to the Anadarko Board, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken described in each financial advisor’s written opinion, the merger consideration in the Chevron transaction was fair, from a financial point of view, to holders of Anadarko common stock. Anadarko’s April 11, 2019 closing stock price was $46.80 per share.

Following the Anadarko Board meeting, representatives of Wachtell Lipton and Anadarko management worked throughout the afternoon and early evening of April 11 ^th with representatives of Paul Weiss and Chevron management to finalize the merger agreement.

In the evening of April 11 ^th , Cravath sent a revised draft merger agreement to Wachtell Lipton. In addition, Ms. Hollub indicated to Mr. Walker Occidental’s belief that the parties could sign the merger agreement as soon as that night. However, in Anadarko’s view, there was a meaningful risk that the Occidental transaction would require additional time to be finalized given the material issues that remained open between the parties at that time, including the fact that the parties had not exchanged draft disclosure schedules associated with the draft merger agreement. Ms. Hollub’s communications did not alleviate the concerns which the Anadarko Board had articulated at its meeting earlier that day regarding the relative risks and benefits of continuing to explore Occidental’s latest proposal versus entering into a definitive agreement with Chevron at that time.

In the evening of April 11 ^th , Anadarko and Chevron executed the Chevron merger agreement.

On April 12, 2019, Chevron and Anadarko issued a press release announcing execution of the Chevron merger agreement.

On April 24, 2019, Occidental publicly announced that it had delivered a letter to the Anadarko Board setting forth the terms of a revised proposal to acquire Anadarko for $76 per share (based on Occidental’s last closing price of $62.36 per share), consisting of $38 in cash and 0.6094 of a share of Occidental common stock per share of Anadarko common stock (the “April 24 Occidental Proposal”), and representing a 19% premium to Anadarko’s April 23 closing price of $63.99 per share and a 20% premium to implied value of the merger consideration under the Chevron merger agreement as of April 23. On that same day, Ms. Hollub sent the proposal letter to Ms. H. Paulett Eberhart, Anadarko’s Lead Director, and Mr. Walker. The letter outlined Occidental’s strategic and financial rationale for the proposal including, among other reasons, the potential to generate significant cost and capital synergies, attractive organic growth and a stable, sustainable and growing dividend. Also on that day, Cravath sent Wachtell Lipton a draft merger agreement and Occidental’s financing commitment documents supporting its proposal. As required by the merger agreement with Chevron, Anadarko informed Chevron of receipt of the April 24 Occidental Proposal and provided Chevron with copies of associated documents. Anadarko also issued a press release confirming receipt of the April 24 Occidental Proposal and stating that the Anadarko Board would carefully review it to determine the course of action that it believed was in the best interest of Anadarko’s stockholders.

On April 25, 2019, the Anadarko Board met telephonically, together with members of Anadarko management and representatives of Evercore, Goldman Sachs and Wachtell Lipton. Mr. Walker updated the other directors on recent developments and provided an overview of the April 24 Occidental Proposal. Representatives of Wachtell Lipton discussed legal matters with the Anadarko Board, including the fiduciary duties of directors in the context of considering the proposal and applicable provisions of the merger agreement with Chevron. Representatives of Evercore and Goldman Sachs provided preliminary analyses regarding financial aspects of the proposal. Following discussion, the directors concluded that the April 24 Occidental Proposal was superior to Occidental’s prior proposals in a number of material respects, including, among others:

The Anadarko Board further determined that, in the absence of Chevron materially increasing the purchase price contemplated by the existing Chevron merger agreement, it would be in the best interests of Anadarko’s stockholders for Anadarko to pursue discussions with Occidental regarding the April 24 Occidental Proposal. In that regard, the directors also concluded that in the first instance Anadarko should request a waiver by Chevron of certain provisions of the Chevron merger agreement to enable Anadarko to pursue negotiations with Occidental without the need for the Anadarko Board to make the formal threshold determinations that otherwise would be required under the Chevron merger agreement (a “Limited Non-Solicit Waiver”).

On April 26, 2019, Mr. Gwin spoke with Mr. Pryor regarding recent developments and to raise the possibility of a Limited Non-Solicit Waiver. Mr. Pryor indicated that Chevron was potentially amenable to granting such a waiver with respect to discussions between Anadarko and Occidental, but the matter would require further consideration.

On April 27, 2019, Messrs. Walker and Wirth had a meeting to discuss recent developments and potential next steps. Mr. Wirth indicated to Mr. Walker that he was discussing with other members of the Chevron board and management team the possibility of providing Anadarko with a Limited Non-Solicit Waiver, as well as potential revisions to the terms of the Chevron/Anadarko merger. Mr. Wirth advised that he would follow up with Mr. Walker following conclusion of these internal discussions. On the same day, Messrs. Gwin and Pryor had a meeting to similar effect.

On April 28, 2019, Messrs. Walker and Wirth had a call to further discuss recent developments and potential next steps, including the possibility of a Limited Non-Solicit Waiver. Mr. Wirth informed Mr. Walker that Chevron would not provide such a waiver. On the same day, Messrs. Gwin and Pryor had a call to similar effect.

Later on April 28, 2019, the Anadarko Board met telephonically, together with members of Anadarko management and representatives of Evercore, Goldman Sachs and Wachtell Lipton. Messrs. Walker and Gwin updated the Anadarko Board on recent developments and their discussions with Messrs. Wirth and Pryor, respectively. Representatives of Evercore and Goldman Sachs reviewed with the Anadarko Board their respective preliminary financial analyses regarding the April 24 Occidental Proposal and the pending transaction with Chevron. Representatives of Wachtell Lipton discussed legal matters with the Anadarko Board, including the fiduciary duties of directors under the circumstances and applicable provisions of the merger agreement with Chevron. Following discussion, the Anadarko Board determined that (i) the April 24 Occidental Proposal could reasonably be expected to result in a Superior Proposal (as defined in the Chevron merger agreement) and (ii) failure to engage with Occidental with respect to the April 24 Occidental Proposal would be reasonably likely to be inconsistent with the Anadarko Board’s fiduciary duties to Anadarko’s stockholders under applicable law. Accordingly, the Anadarko Board authorized and instructed Anadarko’s management and advisors to resume negotiations with Occidental after notifying Chevron of Anadarko’s intention to do so. Following the meeting, Mr. Walker called Mr. Wirth in order to update him regarding the Anadarko Board’s determinations and Anadarko formally notified Chevron of Anadarko’s intention to engage in negotiations with Occidental.

On April 29, 2019, Anadarko publicly announced its intention to resume negotiations with Occidental, after which Wachtell Lipton sent a revised draft merger agreement and comments on Occidental’s debt commitment letter to Cravath, and Anadarko’s General Counsel sent these same documents as well as a due diligence request list to Occidental’s General Counsel. Anadarko’s April 29, 2019 closing stock price was $72.93 per share.

On April 30, 2019, Occidental announced that Berkshire Hathaway, Inc. (“Berkshire Hathaway”) had committed to invest $10 billion in Occidental, in exchange for 100,000 shares of series A preferred stock and a warrant to purchase 80 million shares of Occidental common stock, contingent upon Occidental entering into and completing its proposed acquisition of Anadarko. See “—Financing of the Merger and Treatment of Existing Debt—Berkshire Hathaway Investment” beginning on page [ ].

On April 30, 2019 and May 1, 2019, respectively, an independent member of the Occidental Board and the Independent Chairman of Occidental each contacted Anadarko’s Lead Director, who in each case indicated that Mr. Walker, as Chairman of Anadarko, was the appropriate contact point and would be happy to speak with them.

Also on May 1, 2019, representatives of Anadarko’s and Occidental’s respective senior management teams had a conference call in order to exchange due diligence information.

On May 2, 2019, Wachtell Lipton and Cravath had a conference call regarding the draft merger agreement.

Later on May 2, 2019, Cravath sent an email to Wachtell Lipton, which Occidental’s General Counsel subsequently forwarded to Anadarko’s General Counsel, stating that Occidental was working toward providing Anadarko with a comprehensive revised proposal responding to all issues raised by Anadarko with respect to the draft transaction documents and reflecting other changes that would make Occidental’s transaction even more favorable to Anadarko’s stockholders than the April 24 Occidental Proposal. Also on May 2, 2019, Wachtell

Lipton contacted Cravath to confirm that the Anadarko Board would deliberate on the revised proposal once it had been received and to communicate that the revised proposal should include certain provisions with respect to the number of seats on the Occidental Board to be filled with Anadarko directors and certain broad-based employee benefits matters.

On May 3, 2019, representatives of Anadarko and Occidental senior management as well as Wachtell Lipton and Cravath had a conference call to discuss Anadarko’s draft disclosure schedules associated with the merger agreement and due diligence matters.

Also on May 3, 2019, Wachtell Lipton replied to Cravath’s May 2 email in order to clarify that Anadarko would need to receive fully negotiated and mutually satisfactory transaction documents in order to be in a position to determine whether Occidental’s proposal constituted a Superior Proposal (as defined in the Chevron merger agreement). Later that day, Cravath sent a reply email stating that Occidental was considering Anadarko’s responses to the April 24 Occidental Proposal and intended to respond comprehensively.

On May 4, 2019, each of Mr. Gwin and a representative of Jefferies LLC (“Jefferies”), which Anadarko had engaged as an additional financial advisor, had separate discussions with Mr. Pryor in order to discuss recent developments in the negotiations between Anadarko and Occidental. Mr. Pryor indicated that while Chevron was considering its alternatives, it did not intend to take any action with respect to a potential revised transaction proposal unless and until Anadarko formally declared the Occidental proposal to be a Superior Proposal.

On May 5, 2019, the Anadarko Board met, together with members of Anadarko management and representatives of Evercore, Goldman Sachs, Jefferies and Wachtell Lipton. Members of management updated the Anadarko Board on recent developments and negotiations with Occidental. Representatives of Evercore and Goldman Sachs reviewed with the Anadarko Board their respective updated preliminary financial analyses regarding the April 24 Occidental Proposal and the pending transaction with Chevron. Representatives of Wachtell Lipton discussed legal matters with the Anadarko Board, including the fiduciary duties of directors under the circumstances and a review of potential next steps in the context of the applicable provisions of the Chevron merger agreement. Following discussion, the Anadarko Board authorized and instructed Anadarko’s management and advisors to continue negotiations with Occidental.

Later on May 5, 2019, Occidental issued a press release announcing that it had entered into a binding agreement to sell Anadarko’s assets in Algeria, Ghana, Mozambique and South Africa to TOTAL S.A. (“Total”) for $8.8 billion in cash, on a cash-free, debt-free basis (i.e., based on an assumption for purposes of calculating the purchase price that no cash or debt will be transferred as part of the transaction), contingent upon Occidental entering into and completing its proposal to acquire Anadarko. Subsequent to this announcement, Ms. Hollub sent the Anadarko Board, care of Mr. Walker and Ms. Eberhart, a letter setting forth a revised proposal pursuant to which Occidental would acquire Anadarko for $76 per share (based on Occidental’s last closing price of $57.95 per share), consisting of $59 in cash and 0.2934 of a share of Occidental common stock per Anadarko share (the “May 5 Occidental Proposal”). The letter affirmed Occidental’s belief that Occidental is uniquely positioned to create significant and sustainable growth and value from Anadarko’s asset portfolio. It also noted that the significantly increased cash component would provide value and closing certainty. Unlike any prior Occidental proposal, the May 5 Occidental Proposal was not subject to any vote or approval by Occidental’s stockholders. The revised proposal was also accompanied by transaction documents which Occidental represented it was prepared to execute, as well as evidence of financing commitments for the entire amount of the aggregate cash consideration contemplated thereby. Occidental also issued a press release announcing the proposal and attaching a copy of the proposal letter.

In the morning of May 6, 2019, the Anadarko Board met, together with members of Anadarko management and representatives of Evercore, Goldman Sachs, Jefferies and Wachtell Lipton. Messrs. Walker and Gwin updated the Anadarko Board on recent developments and discussions with each of Occidental and Chevron. Representatives of Evercore and Goldman Sachs reviewed with the Anadarko Board their respective preliminary financial analyses regarding the May 5 Occidental Proposal, including as compared with the pending transaction with Chevron. Representatives of Wachtell Lipton discussed legal matters with the Anadarko Board, including the fiduciary duties of directors under the circumstances and a review of potential next steps in the context of the applicable provisions of the Chevron merger agreement. Following discussion, the Anadarko Board reached the unanimous conclusion that the May 5 Occidental Proposal constituted a Superior Proposal (as defined in the Chevron merger agreement), and formed an ad hoc committee solely for the purpose of making the associated

formal determination later that day following confirmation from Anadarko’s management and Wachtell Lipton that the definitive documents associated with the May 5 Occidental Proposal were in satisfactory final form. Anadarko’s May 6, 2019 closing stock price was $75.49 per share.

In the afternoon of May 6, 2019, representatives of Anadarko management and Wachtell Lipton worked with representatives of Occidental management and Cravath to finalize the forms of the merger agreement and disclosure schedules associated with the May 5 Occidental Proposal. After the definitive documents were finalized, the ad hoc committee of the Anadarko Board met and formally determined on behalf of the Anadarko Board that the May 5 Occidental Proposal constituted a Superior Proposal. Anadarko subsequently issued a press release announcing this determination and related matters, including its intention to terminate the Chevron merger agreement in order to enter into a definitive agreement with Occidental, subject to Chevron’s right to revise its transaction during the four business days ending May 10, 2019.

In the morning of May 9, 2019, Mr. Wirth informed Mr. Walker, and Chevron subsequently announced publicly, that it did not intend to propose any revisions to the Chevron merger agreement and accordingly anticipated that Anadarko would terminate that agreement. At Anadarko’s request, Chevron also agreed to permit Anadarko to terminate the Chevron merger agreement that same day, subject to payment of the termination fee (rather than waiting until May 10, 2019, as the Chevron merger agreement otherwise would have required).

Also on May 9, 2019, the Anadarko Board met telephonically, together with members of Anadarko management and representatives of Evercore, Goldman Sachs, Jefferies and Wachtell Lipton. Prior to the meeting, Goldman Sachs delivered a disclosure letter regarding certain relationships with Berkshire Hathaway. Members of Anadarko management updated the Anadarko Board on recent developments with each of Occidental and Chevron. Representatives of Evercore and Goldman Sachs reviewed with the Anadarko Board their respective financial analyses and rendered their respective oral opinions, subsequently confirmed by delivery of their respective written opinions, dated May 9, 2019, to the Anadarko Board, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken described in each financial advisor’s written opinion, the merger consideration was fair, from a financial point of view, to holders of Anadarko common stock. Representatives of Wachtell Lipton discussed legal matters with the Anadarko Board, including the fiduciary duties of directors under the circumstances and material provisions of the merger agreement with Occidental. After carefully considering the proposed terms of the transaction with Occidental, and taking into consideration the matters discussed during that meeting and prior meetings of the Anadarko Board (for additional detail, see “Recommendation of the Anadarko Board and Anadarko’s Reasons for the Merger” beginning on page [ ]), the Anadarko Board determined that Occidental’s proposed transaction continued to constitute a Superior Proposal under the Chevron merger agreement, and also (i) determined the Occidental merger agreement and the transactions contemplated thereby, including the merger with Occidental, were fair to and in the best interests of Anadarko stockholders, (ii) approved and declared advisable the Occidental merger agreement and the transactions contemplated thereby (including the merger with Occidental), (iii) directed that the adoption of the Occidental merger agreement be submitted to a vote at a meeting of the Anadarko stockholders and (iv) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the adoption of the Occidental merger agreement by the Anadarko stockholders. Anadarko’s May 9, 2019 closing stock price was $73.39 per share.

Also on May 9, 2019, in connection with the approval of the Occidental transaction, the Compensation and Benefits Committee of the Anadarko Board approved the compensation and benefits-related matters which are described in greater detail under the heading “—Interests of Directors and Executive Officers of Anadarko in the Merger” beginning on page [ ], which reconfirmed earlier approvals made in connection with the Chevron transaction, adjusted to reflect the Occidental transaction’s terms including its purchase price.

Later on May 9, 2019, Anadarko paid Chevron the $1 billion termination fee, and Anadarko and Occidental entered into the merger agreement and each issued press releases announcing the transaction.

Occidental’s Rationale for the Transaction

Occidental believes that its acquisition of Anadarko will:

Recommendations of the Anadarko Board of Directors and Its Reasons for the Transaction

By unanimous vote, the Anadarko Board, at a meeting held on May 9, 2019, (i) determined the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of Anadarko stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the Anadarko stockholders and (iv) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the adoption of the merger agreement by the Anadarko stockholders. The Anadarko Board unanimously recommends that Anadarko stockholders vote “FOR” the merger proposal and “FOR” the non-binding compensation advisory proposal.

In reaching its determinations and recommendations, the Anadarko Board consulted with Anadarko’s management and financial and legal advisors and considered a number of factors, including the following factors that weighed in favor of the merger:

the merger consideration based upon Occidental’s closing stock price on May 3, 2019 of $57.95 per share, which was nearly 14% lower than Occidental’s stock price at the time Anadarko had entered into the Chevron transaction. Further, the Anadarko Board believed that this significant decrease in Occidental’s stock price constituted a meaningful portion of the decline which, following discussion with its advisors, it had anticipated could occur upon public announcement of a transaction with Occidental. The Anadarko Board concluded that the combination of the much higher cash portion of the merger consideration and lower Occidental stock price reflected in the Occidental May 5 Proposal largely obviated the need for a collar mechanism in the merger agreement, which Anadarko had considered an important transaction term in its negotiations with respect to earlier Occidental proposals.

In the course of its deliberations, the Anadarko Board also considered a variety of risks and other potentially negative factors, including the following:

The Anadarko Board believed that, overall, the potential benefits of the merger to Anadarko stockholders outweighed the risks and uncertainties of the merger.

In addition, the Anadarko Board was aware of and considered that Anadarko’s directors and executive officers may have interests in the merger that may be different from, or in addition to, their interests as stockholders of Anadarko generally, as described below under the heading “ — Interests of Directors and Executive Officers of Anadarko in the Merger” beginning on page [ ].

The foregoing discussion of factors considered by the Anadarko Board is not intended to be exhaustive, but includes the material factors considered by the Anadarko Board. In light of the variety of factors considered in connection with its evaluation of the merger, the Anadarko Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Anadarko Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Anadarko Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Anadarko Board based its recommendation on the totality of the information presented.

Opinions of Anadarko’s Financial Advisors

Opinion of Evercore Group L.L.C.

At a meeting of the Anadarko Board held on May 9, 2019, Evercore rendered to the Anadarko Board its oral opinion, subsequently confirmed in writing, that as of May 9, 2019 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration was fair, from a financial point of view, to the holders of Anadarko common stock entitled to receive such merger consideration.

The full text of the written opinion of Evercore, dated as of May 9, 2019, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference in its entirety into this proxy statement/prospectus. You are urged to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Anadarko Board in connection with their evaluation of the merger. The opinion does not constitute a recommendation to the Anadarko Board or to any other person in respect of the merger, including as to how any holder of shares of Anadarko common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to Anadarko, nor does it address the underlying business decision of Anadarko to engage in the merger.

In connection with rendering its opinion Evercore had, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumed no liability therefor. With respect to the projected financial data relating to Anadarko referred to above, Evercore assumed that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgment of the management of Anadarko, as to the future financial performance of Anadarko, under the alternative commodities pricing assumptions reflected therein. Evercore expressed no view as to any projected financial data relating to Anadarko, or the assumptions on which they were based.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger would be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Anadarko or the consummation of the merger or materially reduce the benefits of the merger to the holders of Anadarko common stock.

Evercore did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of Anadarko or Occidental, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of Anadarko or Occidental under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of May 9, 2019, and financial, economic, market and other conditions as they existed and as could be evaluated as of that date. Subsequent developments may affect Evercore’s opinion and Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, of the merger consideration to the holders of Anadarko common stock entitled to receive such merger consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Anadarko, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Anadarko, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore assumed that any modification to the structure of the merger would not vary in any respect material to its analysis. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to Anadarko, nor does Evercore’s opinion address the underlying business decision of Anadarko to engage in the merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of Anadarko’s common stock or any business combination or other extraordinary transaction involving Anadarko. Evercore’s opinion does not constitute a recommendation to the Anadarko Board or to any other person in respect of the merger, including as to how any holder of shares of Anadarko common stock should vote or act in respect of the merger. Evercore expressed no opinion as to the price at which shares of Anadarko common stock or Occidental common stock will trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by Anadarko and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Anadarko Board on May 9, 2019, in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 9, 2019, and is not necessarily indicative of current market conditions.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand-alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analysis

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis to calculate ranges of implied present values per share of Anadarko common stock as of April 1, 2019, utilizing estimates of the standalone, unlevered, after-tax free cash flows Anadarko was expected to generate over the period from 2019 through 2025 based on the Management Strip Forecasts.

For purposes of its discounted cash flow analysis, unlevered free cash flow was defined as earnings before interest and taxes, less unlevered taxes, plus depreciation and amortization, plus (less) changes in working capital, less capital expenditures (excluding capitalized interest expense), plus non-cash exploration expense, plus other non-cash items.

Evercore calculated ranges of terminal values for Anadarko (i) using the perpetual growth rate method by applying an assumed perpetuity growth rate range of 1.5% to 2.5% to the estimate of terminal year unlevered free cash flow reflected in the Management Strip Forecasts and (ii) using the earnings before interest, taxes, depreciation, amortization and exploration expense (“EBITDAX”) exit multiple method by applying terminal year enterprise value to last-twelve-month (“LTM”) EBITDAX multiples ranging from 5.5x to 6.5x to estimated 2025 EBITDAX.

Evercore then discounted Anadarko’s projected, unlevered free cash flows over the period from 2019 through 2025 and the ranges of terminal values for Anadarko it calculated using the perpetuity growth rate method and the EBITDAX exit multiple method, in each case, to present value as of April 1, 2019, using discount rates ranging from 9.0% to 10.0%, to derive ranges of implied enterprise values for Anadarko. The discount rates were based on Evercore’s judgment of the estimated range of Anadarko’s weighted average cost of capital. Evercore then deducted from the ranges of implied enterprise values Anadarko management’s estimate of Anadarko’s net debt (calculated as total debt less available cash and cash equivalents of Anadarko and Western Midstream Partners, L.P.) as of March 31, 2019 as reflected in Anadarko’s consolidated balance sheet as of that date and adjusted for the payment of the $1 billion termination fee by Anadarko in connection with the termination of its prior merger agreement with Chevron (the “Chevron termination fee”), plus non-controlling interests in Western Midstream Partners, L.P. as of May 7, 2019, calculated using publicly available information and information provided to Evercore by Anadarko management, and divided the results by the fully diluted outstanding shares of Anadarko common stock calculated based on information provided to Evercore by Anadarko management, to derive a range of implied equity values per share of Anadarko common stock as follows:

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of Anadarko and Occidental to corresponding financial multiples and ratios for the following selected publicly traded companies in the energy industry (referred to in this section as the “selected companies”):

Although none of these companies are directly comparable to Anadarko or Occidental, Evercore selected these companies based on its professional judgment because they are exploration and production companies with business characteristics that for purposes of its analysis Evercore considered similar to the business characteristics of Anadarko and Occidental.

For Anadarko, Occidental and each of the selected companies identified above, Evercore calculated (i) enterprise value (defined as equity market capitalization plus total debt (for Anadarko, including Western Midstream Partners, L.P.’s total debt), less available cash and cash equivalents (for Anadarko, including Western Midstream Partners, L.P.’s cash and cash equivalents), plus non-controlling interests) as a multiple of estimated EBITDAX for calendar years 2019 and 2020, and (ii) the closing share prices as of May 7, 2019 as a multiple of estimated cash flow per share (“CFPS”). The financial multiples and ratios for Occidental and the selected companies were based on closing share prices as of May 7, 2019, financial data as reflected in the most recent public filings made by such company and consensus estimates for 2019 and 2020 obtained from publicly available equity research analysts’ projections made available by FactSet as of May 7, 2019.

The results of these calculations were as follows:

Based on the multiples it derived for the selected companies and its professional judgment and experience, Evercore applied (i) an enterprise value to EBITDAX multiple reference range of 5.0x to 6.0x to Anadarko management’s estimate of consolidated 2019 EBITDAX for Anadarko under the Management Consensus Forecasts, and (ii) an enterprise value to EBITDAX multiple reference range of 4.5x to 5.5x to Anadarko management’s estimate of consolidated 2020 EBITDAX for Anadarko under the Management Consensus Forecasts, in each case, to derive ranges of implied enterprise values for Anadarko. Evercore then deducted from the ranges of implied enterprise values Anadarko management’s estimate of Anadarko’s net debt (calculated as total debt less available cash and cash equivalents of Anadarko and Western Midstream Partners, L.P.) as of March 31, 2019 as reflected in Anadarko’s consolidated balance sheet as of that date and adjusted for the payment of the Chevron termination fee, plus non-controlling interests in Western Midstream Partners, L.P. as of

May 7, 2019, calculated using publicly available information and information provided to Evercore by Anadarko management, and divided the results by the fully diluted outstanding shares of Anadarko common stock calculated based on information provided to Evercore by Anadarko management, to derive a range of implied equity values per share of Anadarko common stock.

Based on the multiples it derived for the selected companies and its professional judgment and experience, Evercore also applied (i) a price to CFPS multiple reference range of 3.75x to 5.25x to Anadarko management’s estimate of 2019 CFPS for Anadarko under the Management Consensus Forecasts, and (ii) a price to CFPS multiple reference range of 3.25x to 4.25x to Anadarko management’s estimate of 2020 CFPS for Anadarko under the Management Consensus Forecasts to derive a range of implied equity values per share of Anadarko common stock.

The results of these calculations were as follows:

Precedent Transaction Analysis

Evercore reviewed publicly available information related to selected precedent acquisition transactions involving publicly traded companies in the energy industry announced since 1998 with a total enterprise value greater than $5 billion. For each selected precedent transaction, Evercore calculated (i) the implied equity value (based on transaction consideration) as a multiple of cash flow for the target company for each of the first fiscal year and the second fiscal year after the announcement of the applicable transaction based on mean consensus estimates for 2019 and 2020 obtained from publicly available equity research analysts’ projections, and (ii) the implied enterprise value (based on transaction consideration) as a multiple of EBITDAX for the target company for each of the first fiscal year and the second fiscal year after the announcement of the applicable transaction based on mean consensus estimates for 2019 and 2020 obtained from publicly available equity research analysts’ projections. The selected precedent transactions reviewed by Evercore and the implied equity value to cash flow multiples and implied enterprise value to EBITDAX multiples calculated by Evercore with respect to those target companies were: