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 .
As of/For the Three Months Ended March 31, 2019 |
As of/For the Year Ended December 31, 2018 |
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Occidental Historical per Common Share Data: |
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Net income-basic |
$ | 0.84 | $ | 5.40 | ||
Net income-diluted |
$ | 0.84 | $ | 5.39 | ||
Book value(1) |
$ | 28.39 | $ | 28.48 | ||
Anadarko Historical per Common Share Data: |
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Net income-basic |
$ | (0.03 | ) |
$ | 1.20 | |
Net income-diluted |
$ | (0.03 | ) |
$ | 1.20 | |
Book value(1) |
$ | 18.22 | $ | 17.34 | ||
Unaudited Pro Forma Combined per Occidental Common Share Data: |
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Net income-basic |
$ | 0.14 | $ | 3.09 | ||
Net income-diluted |
$ | 0.14 | $ | 3.04 | ||
Book value(2) |
$ | 42.14 | N/A | |||
Unaudited Pro Forma Combined per Anadarko Equivalent Share Data: |
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Net income-basic(3) |
$ | 0.04 | $ | 0.91 | ||
Net income-diluted(3) |
$ | 0.04 | $ | 0.89 | ||
Book value(2)(3) |
$ | 12.36 | N/A | |||
| (1) | Amount is calculated by dividing stockholders’ equity by the number of common shares outstanding as of the end of the applicable period. |
| (2) | Amount is calculated by dividing pro forma stockholders’ equity as of March 31, 2019 by the pro forma number of common shares outstanding as of May 2, 2019. Pro forma book value per share as of December 31, 2018, is not meaningful as the estimated pro forma adjustments were calculated as of March 31, 2019. |
| (3) | Amounts calculated by multiplying unaudited pro forma combined per share amounts by the exchange ratio in the merger of 0.2934 of a share of Occidental common stock for each share of Anadarko common stock. |
