Background of the Merger

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:

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the Anadarko Board’s concerns regarding whether it would be able to reach an agreement with Occidental offering Anadarko’s stockholders both superior value and sufficient closing certainty in light of (i) the stockholder vote which Occidental’s proposed transaction (unlike the Chevron transaction) would require, (ii) Occidental’s significant reduction in its proposed purchase price on April 8 and (iii) the absence of any collar provision in Occidental’s most recent proposal, which was an important term to Anadarko;

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in analyzing the short-term value of the revised Occidental proposal, Anadarko believed, after discussion with its financial advisors, that Occidental’s stock price could encounter negative pressure upon announcement of the transaction and that, although this potential negative reaction would be partially mitigated by the increase in the cash portion of the merger consideration contemplated by Occidental’s revised proposal, it would be exacerbated by the higher financial leverage and increased need to sell assets to retire debt which would result from such increase;

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the Anadarko Board’s view that Chevron’s stock represented an attractive currency that would benefit in both the near and longer term from Chevron’s financial strength and the compelling strategic rationale of the combination of Anadarko and Chevron;

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the draft merger agreement with Chevron and related documents were in substantially final form and reflected more favorable terms relating to closing certainty than the draft transaction documents then proposed by Occidental, Occidental had not yet provided draft financing commitment documentation and Anadarko’s advisors estimated that it could take several days to resolve the remaining open issues in the Occidental documents;

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the Anadarko Board’s perception that the combination of Chevron and Anadarko had certain strategic advantages relative to a combination with Occidental, including (i) Chevron’s significant experience and expertise in operating offshore assets and LNG projects, (ii) Chevron’s relatively low pro forma financial leverage post-transaction which would provide the combined company with a lower cost of capital and (iii) Chevron’s lesser need for post-transaction asset sales;

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the fact that Chevron’s proposed transaction was intended to qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, whereas Occidental was proposing a fully taxable transaction;

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the email from Ms. Hollub on April 11, 2019 which said Occidental was reversing Occidental’s April 8 purchase price reduction did not state whether such reversal had been approved by Occidental’s Board;

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the risk that continued discussions with Occidental could result in permanently losing the opportunity to achieve a transaction with Chevron, which had stated that it would not pursue a competing

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:

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a transaction with Chevron on the terms which had been negotiated would cease to be available if Anadarko sought to suspend its negotiations with Chevron for a second time to further explore the proposals from Occidental; and

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in view of Occidental’s April 8 purchase price reduction, if Occidental were to perceive that it did not face meaningful competition for the acquisition of Anadarko, the terms of a transaction with Occidental offering superior value and sufficient closing certainty might not be achievable and in that event Anadarko’s options could be considerably less appealing than the options that were previously available;

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the Anadarko Board’s belief that (i) based on each company’s conduct and previous statements, if Anadarko were to enter into a transaction with Occidental, Chevron would terminate its efforts to acquire Anadarko, whereas if Anadarko entered into a transaction with Chevron, there was a substantial likelihood that Occidental would continue its pursuit of Anadarko and (ii) were such a sequence of events to occur, Anadarko’s stockholders would benefit significantly; and

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the fact that Chevron was prepared to agree to a merger agreement without Force the Vote Provisions and with a fiduciary termination fee of 3.0% of Anadarko’s equity value implied by the transaction, equivalent to approximately $2 per Anadarko share, which the Anadarko Board did not believe would meaningfully discourage Occidental or any other credible third party from making an alternative proposal after the announcement of a transaction with Chevron should they be willing and able to do so.

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:

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the substantially higher amount of cash consideration, which obviated the need for the Occidental Charter Amendment vote;

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the fact that the equity portion of the merger consideration was priced based on an Occidental trading value of $62.36, nearly 10% lower than the Occidental trading prices on which its earlier proposals had been based; and

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the fact that Occidental had provided its financing commitment documents.

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 “—Recommendations of the Anadarko Board of Directors and Its Reasons for the Transaction” 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 79, 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:

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permit Occidental to apply its proven technology and operational excellence to Anadarko’s global asset portfolio;

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enhance Occidental’s Permian Basin leadership position and bolster its portfolio with additional free cash flow generating assets;

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create a global energy leader with enhanced scale and expertise to lead energy into a low-carbon future;

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be accretive to cash flow per share and free cash flow per share (each as defined on page 40) within twelve months after the completion of the merger;

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generate significant cost and capital synergies and capital spending efficiency; and

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enhance its dividend growth strategy while maintaining balance sheet strength.

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:

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Compelling Value on both a Relative and Absolute Basis. The aggregate value and nature of the consideration to be received in the merger by Anadarko stockholders, including the fact that:

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based on the closing trading price of Occidental common stock of $60.21 on May 8, 2019, the last trading day prior to public announcement of the merger, the merger consideration represented an implied value of $76.66 per share of Anadarko common stock and a premium of (i) 24% to the implied value of the merger consideration under the Chevron merger agreement on that same date and (ii) 64% to the $46.80 trading price of Anadarko common stock on April 11, 2019, the day prior to the public announcement of Anadarko’s agreement to be acquired by Chevron;

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the substantial cash component of the merger consideration provides Anadarko stockholders with immediate and relatively certain value in respect of their shares; and

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following the merger, Anadarko stockholders will also have the opportunity as stockholders of Occidental to participate in the upside of the combined company, including future growth and anticipated synergies, particularly in the Permian Basin in which the acreage positions of the two companies are highly complementary to each other.

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Superior Alternative to Continuing to Pursue Chevron Transaction. The Anadarko Board determined that entering into the merger agreement with Occidental provided a more attractive alternative for creating stockholder value when compared to continuing to pursue its previously agreed transaction with Chevron in light of the (i) substantially higher price offered by the Occidental transaction relative to the Chevron transaction, (ii) greater certainty of value provided by the substantially higher cash component of the Occidental transaction and (iii) acceptable closing certainty in light of the absence of an Occidental stockholder vote and the inability for Occidental to terminate the merger agreement in order to accept a superior proposal for Occidental (which, prior to the May 5 Occidental Proposal, had been a meaningful advantage of the Chevron transaction);

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Material Improvements Relative to Prior Occidental Proposals. The Anadarko Board noted that the Occidental May 5 Proposal, which formed the basis of the ultimately agreed transaction, reflected significant improvement in comparison to prior Occidental proposals in a number of respects, including that it (i) enhanced certainty of closing by removing the requirement for any Occidental stockholder vote and the ability of the Occidental Board to terminate the merger agreement in order to accept a superior proposal for Occidental, (ii) enhanced certainty of value by materially increasing the cash portion of the merger consideration and decreasing the stock portion, (iii) valued the stock portion of

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.

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Opportunity to Receive Alternative Acquisition Proposals and to Terminate the Merger in Order to Accept a Superior Proposal. The Anadarko Board considered the terms of the merger agreement related to Anadarko’s ability to respond to unsolicited acquisition proposals and determined that third parties would be unlikely to be deterred from making a competing proposal by the provisions of the merger agreement, and the Anadarko Board may, under certain circumstances, furnish information and enter into discussions and negotiations in connection with a competing proposal. In this regard, the Anadarko Board considered that:

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subject to its compliance with the applicable provisions of merger agreement, the Anadarko Board can change its recommendation to Anadarko stockholders with respect to the adoption of the merger agreement prior to Anadarko stockholders’ adoption of the merger agreement if the Anadarko Board determines in good faith (after consultation with its financial and legal advisors) that a competing proposal is a superior proposal or, with respect to an intervening event, the failure to take such action would be reasonably likely to be inconsistent with the Anadarko Board’s fiduciary duties;

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subject to its compliance with the applicable provisions of the merger agreement, the Anadarko Board may terminate the merger agreement in order to enter into a superior proposal; and

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while the merger agreement contains a termination fee of $1 billion that Anadarko would be required to pay to Occidental in certain circumstances, including if (i) Occidental terminates the merger agreement in connection with a change in the Anadarko Board’s recommendation to its stockholders with respect to adoption of the merger agreement or (ii) Anadarko terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal, the Anadarko Board believed that the termination fee is reasonable in light of the circumstances and the overall terms of the merger agreement, consistent with fees in comparable transactions, and would not discourage competing acquisition proposals from credible third parties willing and able to make such proposals.

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Receipt of Fairness Opinions and Presentations from Evercore and Goldman Sachs. The Anadarko Board considered the respective financial analyses reviewed and discussed with representatives of each of Evercore and Goldman Sachs, as well as the respective oral opinions of Evercore and Goldman Sachs rendered to the Anadarko Board on May 9, 2019, which opinions were subsequently confirmed by delivery of their respective written opinions, each dated as of May 9, 2019, to the Anadarko Board, to the effect that, based upon and subject to the limitations, qualifications and assumptions set forth in each opinion, as of the date of each such opinion, from a financial point of view, the merger consideration was fair to holders of Anadarko common stock, as more fully described below under the heading “—Opinions of Anadarko’s Financial Advisors” beginning on page 58.

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Terms of the Merger Agreement. The Anadarko Board reviewed and considered the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, and concluded that such terms are reasonable and fair to Anadarko. The Anadarko Board also reviewed and considered the conditions to the completion of the merger, including regulatory approvals, which it believes are likely to be satisfied on a timely basis. The Anadarko Board noted in particular that the completion of the merger is not subject to any financing condition or any condition based upon Occidental stockholder approval, which enhances the likelihood of the merger’s consummation.

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

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Fixed Exchange Ratio. The Anadarko Board considered that, although a significant majority of the merger consideration consists of cash, because the stock portion of the merger consideration is based on a fixed exchange ratio rather than a fixed value, Anadarko stockholders bear the risk of a decrease in the trading price of Occidental common stock during the pendency of the merger and the merger agreement does not provide Anadarko with a collar or a value-based termination right.

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Risks Associated with the Pendency of the Merger. The risks and contingencies relating to the announcement and pendency of the merger, including the potential for diversion of management and employee attention and the potential effect of the combination on the businesses of both companies and the restrictions on the conduct of Anadarko’s business during the period between the execution of the merger agreement and the completion of the transactions contemplated thereby as set forth in the merger agreement.

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Possible Failure to Achieve Synergies. The potential challenges and difficulties in integrating the operations of Anadarko and Occidental and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the merger, might not be realized or might take longer to realize than expected.

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Termination Fee. The Anadarko Board considered that Anadarko would be required to pay to Occidental a termination fee of $1 billion in the event the Anadarko Board were to terminate the merger agreement in order for Anadarko to enter into a superior proposal, should one be made, or if the merger agreement were to be terminated by Occidental in connection with a change in the Anadarko Board’s recommendation to its stockholders with respect to adoption of the merger agreement. Such a termination fee would be in addition to, and not net of, the $1 billion termination fee which Anadarko previously paid to Chevron in connection with the termination of the Chevron merger agreement.

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Restrictions on Third-Party Discussions. The Anadarko Board considered that the merger agreement required Anadarko to terminate all discussions with potential alternative transaction counterparties, including Chevron, while noting that Anadarko would have the right to respond to alternative proposals that might be made by such parties pursuant to and in accordance with the applicable terms of the merger agreement.

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Other Risks. The Anadarko Board considered risks of the type and nature described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 29 and 32, respectively.

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.