Interests of Directors and Executive Officers of Anadarko in the Merger

In light of the foregoing, and considering that the special meeting will be held several months after the unaudited prospective financial and operating information was prepared, as well as the uncertainties inherent in any forecasted information, Anadarko stockholders are cautioned not to place undue reliance on such information, and all Anadarko stockholders should review Occidental’s most recent SEC filings for a description of Occidental and Occidental’s reported financial results. See “Where You Can Find More Information” beginning on page .

Occidental and Anadarko do not intend to update or otherwise revise the above unaudited financial and operating forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited financial and operating forecasts are no longer appropriate, except as may be required by applicable law.

Interests of Directors and Executive Officers of Anadarko in the Merger

In considering the recommendation of the Anadarko Board that Anadarko stockholders vote “FOR” the merger proposal and the merger-related compensation proposal, Anadarko stockholders should be aware that Anadarko’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of Anadarko stockholders generally. The Anadarko Board was aware of and considered these 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.

The following discussion sets forth certain of these interests in the merger of each person who has served as a non-executive director or executive officer of Anadarko since January 1, 2018.

Accelerated Vesting of Certain Awards

The amounts described in the equity award tables below have been calculated assuming that (a) the closing price of a share of Anadarko common stock on the completion of the merger is $72.88, which is equal to the average closing price of a share of Anadarko common stock over the first five business days following the first public announcement of the merger (such assumed value, the “Estimated Closing Date Value”), (b) the closing date of the merger is September 30, 2019, and (c) all executive officers experience a qualifying termination of employment as of the closing date of the merger.

Anadarko Stock Options

As described below under “The Merger—Treatment of Anadarko Stock Options and Other Stock-Based Awards—Anadarko Stock Options”, each in-the-money Anadarko stock option will be cashed out based on the cash value of the merger consideration (equal to the per share cash consideration plus the exchange ratio times the closing share price of Occidental common stock on the last trading day prior to closing), less the applicable option exercise price, and each out-of-the-money Anadarko stock option will be cancelled for no consideration.

The following table provides information for each of the executive officers of Anadarko regarding the aggregate number of shares of Anadarko common stock underlying outstanding Anadarko stock options as of the assumed closing date of the merger of September 30, 2019 and the estimated value of such stock options, including the value of the accelerated vesting of the unvested portion of such stock options. However, the actual value of the Anadarko stock options cannot be determined with any certainty until the closing date of the merger. Anadarko estimates that the value that would become payable on the closing date of the merger to Anadarko’s executive officer who is not a named executive officer would be $605,017 in respect of vested Anadarko stock options and $1,373,658 in respect of unvested Anadarko stock options. None of Anadarko’s non-executive directors currently holds Anadarko stock options or is expected to hold any Anadarko stock options as of the assumed closing date of the merger.

Anadarko RSU Awards

As described below under “The Merger—Treatment of Anadarko Stock Options and Other Stock-Based Awards—Anadarko RSU Awards”, each Anadarko RSU award covering shares of Anadarko common stock will be converted into an Occidental restricted stock/cash unit award covering cash and shares of Occidental common stock equal to: (1) for the cash portion of such award, the number of shares of Anadarko common stock covered by the award immediately prior to the effective time of the merger multiplied by the per share cash consideration, and (2) for the share portion of such award, the number of shares of Anadarko common stock covered by the award immediately prior to the effective time of the merger multiplied by the exchange ratio. Any unvested Anadarko RSU awards held by Anadarko’s executive officers (other than Mr. Reeves) will become fully vested upon a qualifying termination of employment, in accordance with their terms.

The following table provides information for each of the executive officers of Anadarko regarding the number of shares of Anadarko common stock covered by unvested Anadarko RSU awards held as of the assumed closing date of the merger of September 30, 2019 and the estimated value of such Anadarko RSU awards. However, the actual value of the outstanding Anadarko RSU awards cannot be determined with any certainty until the actual vesting event occurs. Anadarko estimates that the value that would become payable on the closing date of the merger to Anadarko’s executive officer who is not a named executive officer would be $2,372,244 in respect of outstanding Anadarko RSU awards, including dividend equivalent units accrued with respect to such Anadarko RSU awards. None of Anadarko’s non-executive directors currently holds Anadarko RSU awards or is expected to hold any Anadarko RSU awards as of the assumed closing date of the merger.

Anadarko PU Awards

As described below under “The Merger—Treatment of Anadarko Stock Options and Other Stock-Based Awards—Anadarko PU Awards”, each outstanding Anadarko PU award will be converted into the right to receive an amount in cash equal to the product of (x) 200% of the target number of shares of Anadarko common stock subject to such Anadarko PU award and (y) $76.

The following table provides information for each of the executive officers of Anadarko regarding the number of outstanding Anadarko PU awards held as of the assumed closing date of the merger of September 30, 2019 and the estimated value such Anadarko PU awards. Anadarko estimates that the value that would become payable on the closing date of the merger to Anadarko’s executive officer who is not a named executive officer would be $4,795,448 in respect of outstanding Anadarko PU awards. None of Anadarko’s non-executive directors currently holds Anadarko PU awards or is expected to hold any Anadarko PU award as of the assumed closing date of the merger.

Anadarko Deferred Share Awards

As described below under “The Merger—Treatment of Anadarko Stock Options and Other Stock-Based Awards—Anadarko Deferred Share Awards,” each Anadarko deferred share award that is outstanding immediately prior to the effective time of the merger shall, by virtue of the merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive the merger consideration in respect of each share of Anadarko common stock subject to such award immediately prior to the effective time of the merger.

The following table provides information for each of the non-employee members of the Anadarko Board as of the assumed closing date of the merger of September 30, 2019 regarding (i) the aggregate number of shares of Anadarko common stock underlying outstanding Anadarko deferred share awards and (ii) the estimated value of such Anadarko deferred share awards at the effective time of the merger. However, the actual value of the Anadarko deferred share awards cannot be determined with any certainty until the closing of the merger. None of Anadarko’s executive officers currently holds Anadarko deferred share awards or is expected to hold any Anadarko deferred share awards as of the assumed closing date of the merger.

Potential Severance Payments in Connection with the Merger

The arrangements described below reflect the following actions approved by the Compensation and Benefits Committee of the Anadarko Board on April 11, 2019:

Walker Severance Agreement

Mr. Walker is party to a severance agreement with the Company (the “Walker Severance Agreement”). The Walker Severance Agreement provides for the following severance benefits in connection with Mr. Walker’s termination of employment without Cause or for Good Reason (each, as defined below) in connection with or within three years following a change of control: (i) an annualized bonus (the “CIC Bonus”), based on the higher of actual performance for the year of termination (as determined by the Anadarko Board) or performance for the year prior to the year of termination (the “Higher Annual Bonus”); (ii) 2.5 times the sum of his annual base salary and the Higher Annual Bonus; (iii) three additional years (or if earlier, the period through the first day of the month next following the date that Mr. Walker reaches age 65) of matching contributions into the Anadarko Savings Restoration Plan; (iv) three additional years (or if earlier, the period through the first day of the month next following the date that Mr. Walker reaches age 65) of age and service credits under Anadarko’s retirement and retirement restoration plans; (v) continuation of medical, dental and life insurance benefits for up to three years; and (vi) outplacement services up to a maximum of $30,000.

The merger will constitute a “change of control” for purposes of the Walker Severance Agreement. Payments due to Mr. Walker pursuant to the terms of the Walker Severance Agreement are subject to Mr. Walker entering into a release agreement substantially in the form attached to the Walker Severance Agreement. Mr. Walker is also subject to a one-year restriction on soliciting employees and a confidentiality covenant.

Key Employee Change of Control Contracts

Anadarko has entered into key employee change of control contracts with each of its executive officers other than Mr. Walker (the “Key Employee Contracts”). The Key Employee Contracts for Anadarko’s executive officers, other than Mr. Gwin, provide for certain payments and benefits in the event of the executive’s termination of employment without Cause or for Good Reason (each, defined below) in connection with or within three years (two years in the case of Anadarko’s executive officer who is not an NEO (defined below)) following a change of control. In general, these benefits include (i) an annualized bonus (the “CIC Bonus”), based on the Higher Annual Bonus; (ii) 2.5 (2.0 in the case of Anadarko’s non-NEO executive officer) times the sum of the applicable officer’s annual base salary and the applicable officer’s Higher Annual Bonus; (iii) three (two in the case of Anadarko’s non-NEO executive officer) additional years of matching contributions into the Anadarko Savings Restoration Plan; (iv) three (two in the case of Anadarko’s non-NEO executive officer) additional years of age and service credits under Anadarko’s retirement and retirement restoration plans; (v) continuation of medical, dental and life insurance benefits for up to three (two in the case of Anadarko’s non-NEO executive officer) years; and (vi) outplacement services up to a maximum of $30,000.

The Key Employee Contract applicable to Mr. Gwin is generally the same as the agreement applicable to other Anadarko named executive officers (as noted above) with the following exceptions: (i) severance is calculated as 2.9 times the sum of Mr. Gwin’s annual base salary and the Higher Annual Bonus; (ii) continuing financial counseling is provided for a period of three years; and (iii) Mr. Gwin is entitled to a make-whole payment for any negative economic impact resulting from the application of Section 4999 of the Code.

“Cause” is generally defined as the following: (i) the willful and continued failure of the executive officer to perform substantially the executive officer’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness) or material breach of any material provision in an employment agreement (if applicable), after written demand for substantial performance is delivered to the executive officer by the Board or the CEO of the Company which specifically identifies the manner in which the Board or CEO believes that the executive officer has not substantially performed the executive officer’s duties; or (ii) the willful engaging by the executive officer in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

“Good Reason” is generally defined as any one of the following occurrences within three years of a Change of Control (or two years in the case of Anadarko’s non-NEO executive officer): (i) diminution in the executive officer’s position, authority, duties or responsibilities that were effective immediately prior to the Change of Control, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the executive officer; (ii) any failure by the Company to provide compensation to the executive officer at levels that were effective immediately prior to the Change of Control, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the executive officer; (iii) any material change in the location, as defined in the applicable agreement, where the executive officer was employed immediately preceding the Change of Control, or the Company requiring the executive officer to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control; (iv) any termination by the executive officer for any reason during the 30-day period immediately following the first anniversary of a Change of Control (such occurrence is not part of the Good Reason definition under Mr. Walker’s Severance Agreement or under the Key Employee Contract with Messrs. Fink, Ingram and Brown, Ms. McMillian and Anadarko’s non-NEO executive officer); (v) any purported termination by the Company of the executive officer’s employment otherwise than as expressly permitted in their Change of Control, Employment or Severance Agreement; or (vi) any failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to assume the terms provided in the executive officer’s Change-of-Control or Employment or Severance Agreement.

The merger will constitute a “change of control” under the Key Employee Contracts. Each Key Employee Contract contains a confidentiality covenant. For the quantification of the value of the severance payments and benefits described above that would be payable to Anadarko’s named executive officers upon a qualifying termination in connection with the merger, see the section entitled “Golden Parachute Compensation Table” below. Anadarko estimates that Anadarko’s executive officer who is not a named executive officer would receive payments and benefits equal to approximately $3,988,360 upon a qualifying termination on the closing date of the merger under the applicable Key Employee Contract.

Additional Benefits

On April 11, 2019, the Anadarko Compensation and Benefits Committee approved the following additional benefits, which approval was ratified by the Anadarko Board. The same benefits were re-approved by the Anadarko Compensation and Benefits Committee and re-ratified by the Anadarko Board in the context of the proposed transaction on May 9, 2019:

Anadarko estimates that Anadarko’s executive officer who is not a named executive officer would receive a 2019 Bonus equal to approximately $824,000 upon a qualifying termination on the closing date of the merger.

Executive officers who are not named executive officers may be eligible for a retention award in connection with the merger, not to exceed the amount of such officer’s base salary plus target bonus (unless mutually agreed between Anadarko’s and Occidental’s chief executive officers) which may be payable on the closing date of the merger or later. No retention award has been granted to any Anadarko executive officer who is not a named executive officer as of the date of this filing.

Share Ownership

As described below under “Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Anadarko” and “The Merger—Merger Consideration—Conversion of Shares”, non-executive directors and executive officers of Anadarko beneficially own shares of Anadarko common stock, which will be entitled to receive the merger consideration in respect of each share of Anadarko common stock beneficially owned by them.

Indemnification and Insurance

The merger agreement provides that the directors and officers of Anadarko and its subsidiaries will have the right to indemnification and continued coverage under directors’ and officers’ liability insurance policies for at least six years following the merger.

New Compensation Arrangements with Occidental

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Occidental or the surviving corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Occidental. As of the date of this proxy statement/prospectus, no compensation arrangements between such persons and Occidental and/or its affiliates have been established.

Quantification of Potential Payments

For an estimate of the value of the payments and benefits described above that would be payable to Anadarko’s named executive officers upon a qualifying termination in connection with the merger, see the section entitled “Golden Parachute Compensation Table” below.

Golden Parachute Compensation Table

The following tables set forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the named executive officers (whom we refer to as NEOs) of Anadarko that is based on or otherwise becomes payable immediately prior to, or upon the effectiveness of, the merger, assuming (i) the closing of the merger occurs on September 30, 2019, (ii) each of the NEOs experiences a qualifying termination as of the closing date of the merger, (iii) the NEOs’ base salary rate and annual target bonus remain unchanged from those that were in effect as of the date of this filing, (iv) Anadarko stock options, Anadarko RSU awards and Anadarko PU awards outstanding as of the date hereof do not otherwise vest prior to the completion of the merger, (v) for purposes of determining the value of Anadarko stock-based awards (other than Anadarko PU awards), the value of a share of Anadarko common stock is equal to the Estimated Closing Date Value, (vi) for purposes of determining the value of Anadarko PU awards, the value of a share of Anadarko common stock is $76, (vii) no NEO receives any additional equity grants prior to completion of the merger and (viii) each NEO has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below.

The payments described in the table below are made pursuant to the arrangements discussed in “—Potential Severance Payments in Connection with the Merger”.

Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Anadarko

Anadarko’s Directors and Executive Officers

The following table sets forth the number of shares and percentage of Anadarko common stock beneficially owned by Anadarko’s named executive officers, each of its directors, and all of its executive officers and directors as a group as of July 8, 2019, the most recent practicable date for which such information was available. None of the common stock beneficially owned as set forth below is pledged as security.

Mr. Gwin — 5,000; Ms. McMillian — 1,470; and Mr. McKinley — 9,000. In addition, as of December 31, 2018, the directors and executive officers beneficially owned common units of Western Gas Equity Partners, LP (as used in this footnote, “WGP”) as follows: Mr. Fink — 18,683; Mr. Gwin — 100,000; Ms. McMillian — 10,000; and Mr. Fluor — 61,118. On February 28, 2019, a wholly owned subsidiary of WGP merged with WES, with WES continuing as the surviving entity and becoming a consolidated subsidiary of WGP (the “simplification”). In connection with the simplification, each WES common unit outstanding (other than certain common units held by certain Anadarko affiliates) was converted into the right to receive 1.525 WGP common units, and following the simplification, WGP changed its name to “Western Midstream Partners, LP”. Based upon the WES and WGP ownership described above, and assuming that the simplification had been consummated on December 31, 2018, the directors and executive officers would have beneficially owned common units of Western Midstream Partners, LP as follows: Mr. Fink — 22,058; Mr. Gwin — 107,625; Ms. McMillian — 12,242; Mr. Fluor — 61,118; and Mr. McKinley — 13,725. Mr. Fluor disclaims beneficial ownership with respect to 61,117 common units that are owned by his spouse. Anadarko owns a majority interest in Western Midstream Partners, LP through its wholly owned subsidiaries. As of July 8, 2019, there were approximately 453,008,854 common units of Western Midstream Partners, LP outstanding. The directors and executive officers, individually and as a group, beneficially own less than one percent of the outstanding common units of Western Midstream Partners, LP.

Certain Beneficial Owners of Anadarko Common Stock

The following table shows certain information regarding the beneficial ownership of Anadarko common stock as of July 8, 2019, the most recent practicable date for which such information was available, by each person who is known by Anadarko to beneficially own more than five percent of the outstanding Anadarko common stock.

As of July 8, 2019, 502,401,622 shares of Anadarko common stock were outstanding.

Director and Officer Indemnification

Under the merger agreement, certain indemnification and insurance rights exist in favor of Anadarko and its subsidiaries’ current and former directors and officers. For information about these rights, see “The Merger—Interests of Directors and Executive Officers of Anadarko in the Merger—Indemnification and Insurance” beginning on page .

Accounting Treatment of the Merger

In accordance with current accounting guidance, the merger will be accounted for using the acquisition method. As a result, the recorded assets and liabilities of Occidental will be carried forward at their recorded amounts, the historical operating results will be unchanged for the prior periods being reported on and the assets and liabilities of Anadarko will be adjusted to their respective estimated fair values at the closing date of the merger. In addition, all identified intangible assets will be recorded at estimated fair value and included as part of the net assets acquired. Any excess of the purchase price, consisting of cash plus the number of shares of Occidental common stock to be issued to former Anadarko stockholders and holders of Anadarko stock options, Anadarko RSU awards, Anadarko RS awards, Anadarko PU awards and Anadarko deferred share awards, as applicable, at fair value, over the fair value of the net assets acquired including identified intangible assets of Anadarko on the closing date of the merger will be accounted for as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. Identified finite life intangible assets will be amortized over their estimated lives. Further, the acquisition method of accounting will result in the operating results of Anadarko being included in the operating results of Occidental beginning from the closing date of the merger.

Litigation Relating to the Merger

On May 30, 2019, Anadarko received a demand letter from counsel to a purported Anadarko stockholder, seeking inspection of Anadarko’s books and records pursuant to Section 220 of the DGCL. On May 9, 2019, Anadarko received a demand letter from counsel to a different purported Anadarko stockholder, seeking inspection of Anadarko’s books and records pursuant to Section 220 of the DGCL.

On May 30, 2019, a complaint was filed in the Court of Chancery of the State of Delaware by purported Occidental stockholders High River Limited Partnership, Icahn Partners Master Fund LP and Icahn Partners LP, seeking inspection of Occidental’s books and records pursuant to Section 220 of the DGCL. On June 14, 2019, Occidental filed an answer to the complaint in the Court of Chancery of the State of Delaware.

Regulatory Approvals Required for the Merger

The merger is subject to the requirements of the HSR Act and the related rules and regulations, which provide that certain transactions may not be completed until notification and report forms have been furnished to the DOJ and the FTC and until certain waiting periods have been terminated or have expired. The HSR Act requires Occidental and Anadarko to observe a 30-calendar-day waiting period after the submission of their respective HSR filings before consummating their transaction, unless the waiting period is earlier terminated. If either agency issues a Request for Additional Information and Documentary Material prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which begins to run only after each of the parties has substantially complied with the request for additional information.

On May 23, 2019, Occidental and Anadarko each filed a notification and report form under the HSR Act with the DOJ and the FTC, which filings started the initial 30-calendar-day waiting period required by the HSR Act. 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 described above. 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.

Occidental and Anadarko expect to complete the transaction in the second half of 2019. Although Occidental and Anadarko believe that they will receive the required consents and approvals to complete the transaction, neither can give any assurance as to the timing of these consents and approvals or as to Occidental’s and Anadarko’s ultimate ability to obtain such consents or approvals (or any additional consents or approvals which

may otherwise become necessary) or that such consents or approvals will be obtained on terms and subject to conditions satisfactory to Occidental and Anadarko. The expiration or termination of any applicable waiting period under the HSR Act relating to the merger is a condition to the obligation of each of Occidental and Anadarko to complete the merger.

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 the merger, Occidental currently intends to terminate Anadarko’s existing revolving credit facility, but to maintain Western Midstream Operating, LP’s existing revolving credit facilities. Occidental is expected to assume approximately $11.9 billion aggregate principal amount of Anadarko’s (and its subsidiaries’) 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.

Debt Financing

On May 9, 2019, Occidental entered into the debt commitment letter with the initial bridge commitment parties, pursuant to which, subject to the terms and conditions set forth therein, 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 long-term 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 the bridge joinder agreement with 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 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 the term loan credit agreement with Citibank, N.A., as agent, and 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).

Berkshire Hathaway Investment

On April 30, 2019, Occidental and Berkshire Hathaway entered into a securities purchase agreement, pursuant to which Occidental has agreed to issue and sell to Berkshire Hathaway, and Berkshire Hathaway has agreed to purchase from Occidental for an aggregate purchase price of $10 billion, on the closing date of the merger: (i) 100,000 shares of a new series of cumulative perpetual preferred stock of Occidental, with a face value of $100,000 per share (the “series A preferred stock”), and (ii) a warrant to purchase 80 million shares of Occidental common stock at an exercise price of $62.50 per share (the “warrant”). Dividends on the series A preferred stock will accrue on the face value at a rate per annum of 8% but will be paid only when, as and if declared by the Occidental Board out of legally available funds. Dividends will be payable in cash, but subject to certain conditions to be specified in the certificate of designations for the series A preferred stock, dividends may be paid in shares of Occidental common stock or a combination of cash and shares of Occidental common stock. Shares of Occidental common stock so issued will be valued for these purposes at 90% of the average of the per share volume-weighted average price of Occidental common stock over each of the ten consecutive trading days immediately following the date on which the applicable dividend is declared. At any time when such dividends have not been paid in full, the unpaid amounts will accrue dividends, compounded quarterly, at a rate per annum of 9%. Following the payment in full of any accrued but unpaid dividends, the dividend rate will remain at 9% per annum. Commencing on the tenth anniversary of the issue date of the series A preferred stock, the series A preferred stock will be redeemable at Occidental’s option in whole or from time to time in part, at a redemption price of 105% of the face value to be redeemed plus any accrued and unpaid dividends (whether or not declared). Occidental is required to repurchase shares of the series A preferred stock if it makes specified excess distributions or otherwise returns capital to holders of junior or parity stock, including Occidental common stock, in excess of specified amounts at a redemption price of 110% of the face value to be redeemed plus any accrued and unpaid dividends (whether or not declared). The series A preferred stock has no maturity date and is generally non-voting (except with respect to issuances of senior stock and certain other transactions or modifications affecting the rights of the series A preferred stock). The series A preferred stock will rank senior to the outstanding shares of Occidental common stock with respect to the payment of dividends and distributions in liquidation and has a liquidation price of 105% of the face value plus any accrued and unpaid dividends (whether or not declared). So long as any share of the series A preferred stock remains outstanding, Occidental may not declare or pay dividends on Occidental common stock and Occidental may not purchase, redeem or otherwise acquire for consideration any 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 pursuant to the certificate of designations for the series A preferred stock.

The warrant will be exercisable at the holder’s option, in whole or in part, until the first anniversary of the date on which no shares of the series A preferred stock remain outstanding. However, if any stockholder approvals are required for the issuance of Occidental common stock upon exercise of the warrant, then unless and until such required approvals have been received, Berkshire Hathaway will not be permitted to exercise the warrant for shares of Occidental common stock. Instead, if any required stockholder approvals are not obtained at the first annual meeting of Occidental stockholders following the issuance of the warrant then, at any time from the 30^th day after such meeting until such approvals are obtained, Berkshire Hathaway will have the right to sell the warrant to Occidental (in whole or in part) for an amount in cash equal to the option value of such warrant (or portion thereof that Berkshire Hathaway elects to sell), taking into account (i) the intrinsic value thereof, calculated as the product of (x) the number of shares of Occidental common stock underlying such warrant (or portion thereof) and (y) the market price of the Occidental common stock minus the exercise price and (ii) the time value thereof, assuming (solely for purposes of this calculation) that the expiration date of such warrant is the tenth anniversary of its issue date, and based on certain other specified assumptions. The exercise price and the number of shares of Occidental common stock issuable upon exercise of the warrant are subject to

certain antidilution adjustments. Occidental has agreed to enter into a registration rights agreement affording Berkshire Hathaway certain registration rights in respect of the Occidental common stock for which the warrant is exercisable. The completion of the Berkshire Hathaway investment is subject to certain conditions, including completion of the merger.

Sale of Anadarko Assets to TOTAL S.A.

In connection with the merger, Occidental and Total have entered into a binding memorandum of understanding, dated May 3, 2019 (the “MOU”), 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 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 and Total intend to enter into a definitive purchase agreement with respect to the Total transaction prior to the completion of the merger. Either party may terminate the MOU if the Total transaction is not consummated by December 1, 2020, or if an order permanently restraining, enjoining or otherwise prohibiting completion of the Total transaction becomes final and non-appealable.

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