UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~July 29~~August 8, 2019

ANADARKO PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-8968		76-0146568
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Anadarko Petroleum Corp

1201 Lake Robbins Drive

Delaware		001-08968		76-0146568
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1201 Lake Robbins Dr.

The Woodlands, Texas 77380-1046

(Address of principal executive offices)

Registrant’s telephone number, including area code (832) 636-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.10 per share		APC		New York Stock Exchange

New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ◻

~~Item~~Introductory 8Note.~~01 Other Events.~~

This Current Report on Form 8-K ~~discloses~~is ~~certain~~being ~~additional~~filed ~~information~~in ~~relating~~connection towith the ~~proposed~~completion, ~~acquisition~~on ~~of Anadarko~~August ~~Petroleum~~8, ~~Corporation~~2019 (the “~~Anadarko~~Closing Date”), byof ~~Occidental~~the ~~Petroleum~~previously ~~Corporation~~announced Merger (~~“Occidental”).~~as ~~Subject~~defined tobelow) ~~the~~contemplated ~~terms~~by ~~and conditions of~~ the Agreement and Plan of Merger ~~(the “Merger Agreement”)~~, dated as of May 9, 2019 (the “Merger Agreement”), by and among Anadarko, ~~Occidental~~Petroleum ~~and Baseball Merger Sub 1~~Corporation, ~~Inc.,~~ a ~~wholly~~Delaware ~~owned~~corporation ~~subsidiary of Occidental~~ (“~~Merger Sub~~Anadarko”), ~~Merger~~Occidental ~~Sub~~Petroleum ~~will~~Corporation, ~~merge~~a ~~with~~Delaware corporation ~~and into Anadarko~~ (~~the~~ “~~Merger~~Occidental”), ~~with Anadarko surviving~~ and ~~continuing as~~Baseball ~~the~~Merger ~~surviving~~Sub ~~corporation~~1, inInc., ~~the~~a ~~Merger~~Delaware corporation and aan indirect wholly owned subsidiary of Occidental. prior to the Merger (“Merger Subsidiary”).

InAt ~~connection with~~ the ~~Merger~~effective ~~Agreement~~time ~~and~~of the ~~transactions contemplated~~Merger ~~thereby, a putative class action lawsuit was filed~~ on ~~behalf~~August of8, ~~Anadarko~~2019 ~~stockholders in~~ (the ~~United~~“Effective ~~States~~Time”), ~~District~~in ~~Court~~accordance ~~for~~with the ~~District~~Merger ofAgreement, ~~Delaware.~~Merger ~~The~~Subsidiary ~~lawsuit~~merged iswith ~~captioned~~and into ~~John Thompson v.~~ Anadarko ~~Petroleum~~(the ~~Corporation et al.~~“Merger”), ~~Case~~with ~~1:19-cv-01368~~Anadarko ~~(filed~~surviving ~~July 23,~~and ~~2019).~~continuing Inas ~~general,~~ the ~~complaint~~surviving ~~asserts~~corporation ~~claims~~in ~~against~~the ~~Anadarko~~Merger. ~~and~~As ~~Anadarko’s~~a ~~board~~result of ~~directors,~~the ~~alleging~~Merger, ~~among other~~Anadarko ~~things,~~became ~~that~~an ~~the~~indirect, ~~defendants~~wholly ~~failed~~owned tosubsidiary ~~make~~of ~~adequate~~Occidental. ~~disclosures in~~ Anadarko’s ~~proxy~~common ~~statement~~stock ~~relating~~will tocease trading on the ~~Merger~~New ~~(in~~York ~~its~~Stock ~~definitive~~Exchange ~~form, the~~ (“~~Proxy Statement~~NYSE”). ~~Anadarko~~prior ~~believes~~to ~~that~~ the ~~allegations~~open inof ~~the~~trading ~~complaint~~on ~~are without~~August ~~merit.~~9, 2019.

~~While~~At ~~Anadarko believes that~~ the ~~disclosures~~Effective ~~set~~Time, ~~forth~~ in ~~the~~accordance ~~Proxy Statement comply fully~~ with ~~applicable~~the ~~law,~~Merger ~~to moot plaintiffs’ disclosure claims~~Agreement, toeach ~~avoid~~outstanding ~~nuisance,~~share ~~potential~~of ~~expense~~common ~~and~~stock ~~delay,~~of ~~and~~Anadarko to(except ~~provide~~as ~~additional~~otherwise ~~information~~specified toin ~~Anadarko’s~~the Merger ~~stockholders,~~Agreement) ~~Anadarko~~was ~~has~~converted ~~determined~~into ~~to voluntarily supplement~~ the ~~Proxy~~right ~~Statement~~to ~~with~~receive ~~the below disclosures~~$59.00 ~~Nothing~~ in ~~the~~ ~~below~~cash ~~supplemental~~and ~~disclosure~~0.2934 ~~shall~~of bea ~~deemed~~share ~~an admission~~ of ~~the~~common ~~legal~~stock ~~necessity~~of orOccidental ~~materiality~~(the ~~under~~“Merger ~~applicable~~Consideration”). ~~law~~No offractional ~~any~~shares of ~~the~~Occidental ~~disclosures~~common ~~set~~stock ~~forth~~were ~~herein~~issued or in the ~~Proxy~~Merger, ~~Statement.~~and Toformer Anadarko ~~the~~stockholders ~~contrary,~~are ~~Anadarko~~entitled ~~denies~~to ~~all~~receive ~~allegations~~cash in ~~the litigation~~lieu ~~that~~of any ~~additional~~fractional ~~disclosure~~shares ~~was~~of orOccidental iscommon ~~required~~stock.

~~SUPPLEMENTAL~~Pursuant ~~DISCLOSURES~~to the Merger Agreement, at the Effective Time, outstanding Anadarko in-the-money stock options, whether or not vested, were converted into the right to receive the cash value of the Merger Consideration (equal to $59.00 plus 0.2934 times the closing share price of Occidental common stock on the last trading day prior to the Closing Date), less the applicable option exercise price; outstanding Anadarko out-of-the-money stock options were cancelled for no consideration; outstanding Anadarko restricted stock unit awards were converted into Occidental restricted stock and cash unit awards based on the value of the Merger Consideration, which are subject to the same terms and conditions as were applicable under the original Anadarko restricted stock unit award; outstanding Anadarko restricted stock awards were converted into Occidental restricted stock and cash awards based on the value of the Merger Consideration, which are subject to the same terms and conditions as were applicable under the original Anadarko restricted stock award; outstanding Anadarko performance unit awards vested and were converted into the right to receive an amount of cash equal to $76.00 per share, multiplied by 200% of the target number of shares covered by such performance unit awards; and outstanding Anadarko director deferred shares were converted into the right to receive the Merger Consideration.

The ~~following~~issuance ~~information~~of ~~supplements~~Occidental common stock in connection with the ~~Proxy~~Merger ~~Statement~~was registered under the Securities Act of 1933, ~~and~~as ~~should~~amended, bepursuant ~~read~~to inOccidental’s registration ~~conjunction~~statement ~~with~~on Form S-4 (File No. 333-232001) (as amended, the ~~Proxy~~“Registration Statement”), ~~which~~filed ~~should~~with bethe ~~read~~U.S. inSecurities ~~its~~and ~~entirety, including~~Exchange Commission (the ~~annexes~~“SEC”) ~~thereto~~and declared effective on July 11, 2019. ~~All~~The ~~page~~definitive ~~references~~proxy instatement ~~the~~of Anadarko, ~~information~~which ~~below~~also ~~are~~constitutes ~~references~~a toprospectus ~~pages~~of inOccidental, that forms part of the ~~Proxy~~Registration Statement, ~~and~~contains ~~the~~additional ~~terms~~information ~~used~~about ~~below~~the ~~have~~Merger and the ~~meanings~~other ~~set~~transactions ~~forth~~contemplated in ~~the~~connection ~~Proxy Statement~~therewith.

The ~~following~~foregoing ~~sentence~~description isof ~~hereby~~the ~~inserted~~Merger ~~immediately~~Agreement ~~after~~and the ~~last~~transactions ~~sentence~~contemplated inthereby ~~the~~is ~~third~~not ~~paragraph~~complete onand ~~page~~is 60subject ofto ~~the~~and ~~Proxy~~qualified ~~Statement~~in ~~under~~its ~~the heading~~entirety ~~“Discounted~~ by ~~Cash~~reference ~~Flow~~to ~~Analysis”~~the ~~(such~~Merger ~~paragraph~~Agreement, ~~beginning~~which ~~with~~is ~~“Evercore~~incorporated ~~calculated~~herein ~~ranges~~by ofreference ~~terminal~~to ~~values~~Exhibit ~~for~~2.1 to Anadarko ~~. . .”):~~’s Current Report on Form 8-K filed with the SEC on May 10, 2019.

“The ~~range~~Merger ofAgreement ~~perpetuity~~is ~~growth~~incorporated ~~rates~~herein by reference to provide investors with information regarding its terms. It is not intended to provide any other factual information about Anadarko or Occidental. The representations, warranties and covenants contained in the ~~range~~Merger Agreement were made only for purposes of ~~terminal~~the ~~year~~Merger ~~enterprise~~Agreement ~~value~~as toof ~~LTM~~the ~~EBITDAX~~specific ~~multiples~~dates therein, were ~~based~~solely onfor ~~Evercore’s~~the ~~professional~~benefit of ~~judgment~~ the ~~and~~parties ~~experience~~to the Merger Agreement, ~~taking~~may ~~into~~be ~~account~~subject ~~the~~to ~~Management~~limitations ~~Strip~~agreed ~~Forecasts~~upon ~~and~~by the ~~closing~~contracting ~~price~~parties, including being qualified by confidential disclosures made for the purposes of ~~shares~~allocating contractual risk between the parties to the Merger Agreement instead of ~~Anadarko~~establishing ~~common~~these ~~stock~~matters as facts, and may be subject to standards of ~~May 7,~~materiality ~~2019~~applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as ~~applicable~~characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.” Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Anadarko’s public disclosures.

~~The~~Item ~~third sentence in the fourth paragraph on page 60~~ 1.02 Termination of ~~the~~a ~~Proxy~~Material ~~Statement~~Definitive ~~under the heading “Discounted Cash Flow Analysis” (such paragraph beginning with “Evercore then discounted Anadarko’s projected, unlevered free cash flows~~ Agreement. ~~. .”) is hereby amended and restated to read as follows:~~

~~“Evercore~~In ~~then~~connection ~~deducted~~with ~~from~~ the ~~ranges~~completion of ~~implied~~the ~~enterprise~~Merger, ~~values~~on ~~Anadarko~~August ~~management’s~~8, ~~estimate~~2019, of Anadarko’s ~~net~~terminated ~~debt~~the ~~(calculated~~Credit asAgreement, ~~total debt~~dated ~~less~~as ~~available cash and cash equivalents~~ of ~~Anadarko~~June ~~and Western Midstream Partners~~17, ~~L.P.) of $15~~2014,~~898 million~~ as ofamended ~~March 31, 2019 as reflected in Anadarko’s consolidated balance sheet as of that date and adjusted for~~ (the ~~payment~~ of “Credit ~~the~~Agreement”), ~~$1 billion~~among ~~termination fee by~~ Anadarko, ~~in connection with~~ the ~~termination~~lenders ofparty ~~its~~thereto ~~prior~~and ~~merger~~JPMorgan ~~agreement~~Chase ~~with~~Bank, ~~Chevron (the “Chevron termination fee”)~~N.A., ~~plus~~as ~~non-controlling~~administrative ~~interests in Western Midstream Partners,~~ agent.

~~L.P.~~The asCredit ofAgreement ~~May 7,~~created ~~2019,~~a ~~calculated~~$3.0 ~~using~~billion ~~publicly~~unsecured ~~available~~revolving ~~information~~credit ~~and~~facility ~~information~~that ~~provided~~Anadarko tocould ~~Evercore~~draw byupon ~~Anadarko management~~for, ~~and~~among ~~divided~~other ~~the~~things, ~~results~~general bycorporate ~~the 504~~purposes.0 ~~million fully~~ ~~diluted~~ Absent ~~outstanding~~termination ~~shares~~(or ofextension ~~Anadarko~~pursuant ~~common~~to ~~stock~~its ~~calculated~~terms), ~~based~~the commitments under the Credit Agreement would have expired on ~~information~~January ~~provided~~23, to2023. ~~Evercore~~As byof ~~Anadarko~~the ~~management~~Closing Date, tothere ~~derive~~were ano ~~range~~loans ofoutstanding ~~implied~~under ~~equity~~the ~~values~~Credit ~~per~~Agreement. ~~share~~Early termination of the ~~Anadarko~~Credit ~~common~~Agreement ~~stock~~did asnot ~~follows:~~require payment of any early termination penalties.

Method	Implied Per Share EquityValue Reference Ranges
Perpetuity Growth Rate Method	$	53.80 - $83.72
EBITDAX Exit Multiple Method	$	56.41 - $76.48

Some of the lenders under the Credit Agreement and/or their affiliates have in the past performed investment banking, financial advisory, lending and/or commercial banking services, or other services for Anadarko and its subsidiaries (including in connection with the transactions described in this Current Report on Form 8-K), for which they have received customary compensation and expense reimbursement.

~~The~~Item ~~first~~2.01 Completion of ~~sentence~~Acquisition inor ~~the~~Disposition ~~paragraph under the heading “Premia Paid Analysis” on page 64~~ of ~~the Proxy Statement (such paragraph beginning with “Evercore reviewed and analyzed premia paid in transactions~~ Assets. ~~. .”) is hereby amended and restated to read as follows:~~

~~“Evercore~~The ~~reviewed~~information ~~and~~set ~~analyzed~~forth ~~premia paid~~ in ~~transactions~~the ~~above~~Introductory ~~$10 billion~~Note, ~~involving~~Item ~~publicly traded U~~3.~~S.-based~~01 ~~companies~~and ~~announced~~Item ~~since~~5.01 ~~January 2010~~of ~~(excluding~~this ~~transactions~~Current ~~with~~Report ~~target~~on ~~companies~~Form in8-K ~~banking,~~is ~~financial~~incorporated ~~institutions,~~by ~~insurance~~reference ~~and~~into ~~real~~this ~~estate investment trust industries), which group of transactions consists of 98 transactions~~Item 2.” 01.

~~The~~ ~~following~~Item is3.01 ~~hereby~~ Notice ~~inserted~~of ~~immediately~~Delisting ~~after~~or ~~the~~Failure ~~paragraph~~to ~~under~~Satisfy ~~the~~a Continued ~~heading~~Listing ~~“Premia~~Rule ~~Paid~~or ~~Analysis”~~Standard; onTransfer ~~page 64~~ of ~~the Proxy Statement (such paragraph beginning with “Evercore reviewed and analyzed premia paid in transactions~~ Listing. ~~. .”):~~

~~“The~~On ~~mean~~the Closing Date, in connection with the consummation of the Merger, Anadarko notified the NYSE that the Merger had been consummated and ~~median~~requested ~~premia~~that ~~paid~~ the intrading of its shares on the ~~transactions~~NYSE ~~reviewed~~be suspended and ~~analyzed~~that bythe ~~Evercore~~listing ~~were~~of its shares on the NYSE be withdrawn. In addition, Anadarko requested that the NYSE file with the SEC a notification on Form 25 to report the delisting of its shares from the NYSE and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as ~~follows:~~amended. Anadarko expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of its shares and to suspend its reporting obligations under Sections 12(g) and 15(d) of the Exchange Act.

	Premiumto 1-Day			Premiumto 1-Week			Premiumto 4-Weeks
Mean		31.1	%		33.1	%		35.3	%
Median		28.8	%		30.3	%		33.3	%

Item 3.03 Material Modification to Rights of Security Holders.

The ~~paragraph~~information ~~under~~set ~~the~~forth ~~heading~~in ~~“Analysts’~~the ~~Price~~Introductory ~~Targets”~~Note, onItem ~~page~~2.01, 64Item of5.01 ~~the~~and ~~Proxy~~Item ~~Statement~~5.03 ~~(such~~of ~~paragraph beginning~~this ~~with~~Current ~~“Evercore~~Report ~~reviewed~~on ~~selected~~Form ~~publicly~~8-K ~~available share price targets . . .”)~~ is ~~hereby~~incorporated ~~amended~~by ~~and~~reference ~~restated~~into this asItem ~~follows:~~ 3.03.

~~“Evercore~~Item reviewed selected publicly available share price targets of research analysts’ estimates known to Evercore as of May 7, 2019 (consisting of the 26 research analyst price targets for Anadarko available to Evercore), noting that the low and high share price targets ranged from $605.~~00 to $79.00, and that the mean and median price targets were $69.83 and $70.50, respectively,~~01 Changes ~~for~~ in ~~Anadarko~~Control ~~common~~of ~~stock~~Registrant.”

~~The~~As ~~second~~a ~~sentence~~result inof the ~~third~~consummation ~~paragraph on page 70~~ of the ~~Proxy~~Merger, ~~Statement under the heading “Illustrative Discounted Cash Flow Analysis” (such paragraph beginning with “Goldman Sachs derived~~ a ~~range~~change of ~~illustrative~~control ~~enterprise~~of ~~values for~~ Anadarko ~~. . .”)~~ isoccurred, ~~hereby~~and ~~amended~~Anadarko ~~and~~became ~~restated~~an toindirect, ~~read~~wholly asowned ~~follows:~~subsidiary of Occidental.

~~“Goldman~~The ~~Sachs~~information ~~then~~set ~~subtracted~~forth ~~from~~in the ~~range~~Introductory ofNote, ~~illustrative~~Item ~~enterprise~~3.03 ~~values it derived (i) the net debt of Anadarko (including pension shortfall~~ and ~~post-retirement~~Item ~~and~~5.02 ~~asset retirement obligations)~~ of ~~$19,684 million~~this asCurrent ofReport ~~March 31,~~on ~~2019,~~Form as8-K ~~reflected~~is inincorporated ~~Anadarko’s consolidated balance sheet as of that date, both with and without giving effect to the impact of the $1 billion termination fee paid~~ by ~~Anadarko~~reference ininto ~~connection~~this ~~with the termination of its prior merger agreement with Chevron (the “Chevron termination fee”), and (ii) the midpoint valuation of the~~Item ~~non-controlling interests in Western Midstream Partners, L~~ 5.P01. ~~of $8.4 billion.”~~

~~The~~ ~~first~~Item ~~sentence~~5.02 in Departure ~~the~~of Directors ~~fourth~~or ~~paragraph~~Certain onOfficers; ~~page~~Election 70 of ~~the~~Directors; ~~Proxy~~Appointment ~~Statement~~of ~~under~~Certain ~~the~~Officers; ~~heading~~Compensatory ~~“Illustrative~~Arrangements ~~Discounted Cash Flow Analysis” (such paragraph beginning with “Goldman Sachs then divided the range~~ of ~~illustrative~~Certain ~~equity values~~ Officers. ~~. .”) is hereby amended and restated to read as follows:~~

~~“Goldman~~In ~~Sachs~~connection ~~then~~with ~~divided~~ the ~~range of illustrative equity values it derived for Anadarko as described above by the fully diluted shares of Anadarko common stock outstanding as of May 2~~Merger, ~~2019~~all ~~(which implied a midpoint fully diluted share number~~ of ~~503.8~~the ~~million),~~directors ~~calculated~~and ~~based~~officers ~~on equity information for Anadarko as provided by Anadarko management, to derive a range~~ of ~~illustrative~~the ~~present~~Company ~~values~~immediately ~~per~~prior ~~share of Anadarko common stock of $41.92~~ to ~~$69.48 (calculated without reflecting~~ the ~~impact~~Effective ofTime ~~the~~ceased ~~Chevron~~to ~~termination~~be ~~fee)~~directors ~~and~~or ~~$39.93 to $67.50~~officers ~~(calculated~~ of ~~reflecting~~ the ~~impact~~Company ofat the ~~Chevron~~Effective ~~termination fee)~~Time.”

~~The~~Item ~~table immediately following the sentence reading “The following table summarizes the Anadarko~~5.03 Amendments ~~management~~ to ~~forecast~~Articles as of ~~April~~Incorporation ~~2019~~or ~~for~~Bylaws; ~~the~~Change ~~fiscal years 2019 through 2025 ($~~ in ~~millions):”~~Fiscal ~~on page 76 of the Proxy Statement (including the footnotes thereto) is hereby amended and restated as follows:~~ Year.

	2019			2020			2021			2022			2023			2024			2025
Strip pricing case
Net Production
Total Net Production (Mboe/d)		728			774			834			912			973			1,086			1,198
Revenue and Expenses
Revenue	$	13,072		$	14,116		$	14,794		$	16,061		$	17,024		$	18,787		$	20,395
Expenses		(9,429	)		(9,874	)		(10,558	)		(10,982	)		(11,222	)		(11,837	)		(12,376	)
Gross Profit	$	3,643		$	4,243		$	4,237		$	5,080		$	5,802		$	6,950		$	8,019
Selling, General & Administrative Expenses		(1,148	)		(1,150	)		(1,150	)		(1,150	)		(1,150	)		(1,150	)		(1,150	)
Depreciation, depletion, and amortization		4,683			5,312			5,656			5,799			5,617			5,653			5,848
Exploration Expenses		422			236			281			216			269			234			157
Other		90			—			—			(0	)		(0	)		(0	)		(0	)
Consolidated EBITDAX(1)	$	7,691		$	8,641		$	9,023		$	9,945		$	10,538		$	11,687		$	12,874
Cash Flows
EBIT	$	2,496		$	3,093		$	3,087		$	3,930		$	4,652		$	5,800		$	6,869
Taxes		(1,338	)		(878	)		(1,064	)		(1,196	)		(1,192	)		(1,348	)		(1,385	)
Depreciation & Amortization		4,683			5,312			5,656			5,799			5,617			5,653			5,848
Changes in Working Capital		109			—			—			—			—			—			—
Capital Expenditures		(6,133	)		(5,605	)		(5,797	)		(6,069	)		(5,513	)		(5,076	)		(5,149	)
Non-Cash Exploration Expense		224			29			84			29			81			47			45
Other		7			—			—			—			—			—			—
Unlevered Free Cash Flow(2)	$	49		$	1,951		$	1,965		$	2,492		$	3,646		$	5,076		$	6,227
Consolidated Capital Expenditures(3)	$	6,042		$	5,781		$	6,048		$	6,366		$	5,806		$	5,371		$	5,260
Wall Street consensus pricing case
Total Net Production (Mboe/d)		728			774			834			912			973			1,086			1,198
Consolidated EBITDAX(1)	$	8,519		$	9,785		$	10,813		$	12,068		$	12,890		$	14,292		$	15,690
Consolidated Capital Expenditures(3)	$	6,042		$	5,781		$	6,048		$	6,366		$	5,806		$	5,371		$	5,260

In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, Anadarko’s certificate of incorporation and by-laws were amended and restated in their entirety. Copies of Anadarko’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

~~(1)~~Item Consolidated EBITDAX is defined as net income (loss) before income taxes; interest expense; depreciation, depletion and amortization; exploration expense; gains (losses) on divestitures, net; impairments; total (gains) losses on derivatives, net, less net cash from settlement 5.07 Submission of ~~commodity~~Matters ~~derivatives; and certain items not related~~ to ~~Anadarko’s normal operations. Consolidated EBITDAX is~~ a ~~non-GAAP~~Vote financial measure as it excludes amounts included in net income (loss), the most directly comparable measure calculated in accordance with GAAP. This measure should not be considered as an alternative to net income (loss) or other measures derived in accordance with GAAP. Consolidated EBITDAX differs from Adjusted EBITDAX historically reported by Anadarko due to its exclusion of ~~amounts~~Security ~~of net income attributable to noncontrolling interests~~Holders.

~~(2)~~On ~~Unlevered~~August ~~Free Cash Flow is defined as net income (loss) before interest and taxes~~8, ~~less unlevered taxes~~2019, ~~plus~~the ~~depreciation~~Company ~~and~~held amortization, plus (less) changes in working capital, less capital expenditures (and other investing cash flows excluding capitalized interest expense), plus non-cash exploration expense, plus other non-cash items. Unlevered Free Cash Flow is a ~~non-GAAP~~special ~~financial~~meeting ~~measure~~of asstockholders ~~it excludes amounts included in net income~~ (~~loss),~~ the ~~most~~“Special ~~directly~~Meeting”) ~~comparable~~to ~~measure~~consider ~~calculated~~certain inproposals ~~accordance~~related ~~with GAAP. This measure should not be considered as an alternative~~ to ~~net income (loss) or other measures derived in accordance with GAAP. Unlevered Free Cash Flow differs from~~ the ~~definition~~Merger ~~of Adjusted Free Cash Flow historically provided by Anadarko due to its exclusion of interest expenses~~ Agreement and ~~associated~~the ~~tax shield when including impact of tax expenses~~Merger.

~~(3)~~As ~~Consolidated~~of ~~capital~~July ~~expenditures~~11, ~~includes~~2019, the ~~following~~record ~~assumed~~date ~~capital~~for ~~expenditures~~the Special Meeting, there were 502,398,412 shares of ~~Western~~Company ~~Midstream~~common ~~Partners~~stock outstanding, ~~LP:~~each ~~2019~~of -which $1was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting,~~157;~~ ~~2020~~a -total ~~$984;~~of ~~2021~~377,106,005 -shares ~~$839;~~of ~~2022~~Company -common $1stock,~~037;~~ ~~2023~~representing -approximately ~~$752;~~75.06% ~~2024~~of -the ~~$625;~~outstanding ~~2025~~shares -entitled ~~$641~~to vote, were present in person or by proxy, constituting a quorum to conduct business.

~~The~~At ~~table immediately following~~ the ~~sentence~~Special ~~reading~~Meeting, ~~“The following table summarizes~~ the ~~adjusted Occidental~~Company’s ~~standalone~~stockholders ~~forecast~~considered ($and invoted ~~millions):”~~upon ~~on page 77 of~~ the ~~Proxy~~following ~~Statement (including the footnotes thereto) is hereby amended and restated as follows~~proposals:

	2019E			2020E			2021E			2022E
Total Net Production (Mboe/d)		735			788			863			968
EBIT	$	2,827		$	3,007		$	3,404		$	4,048
Depreciation, depletion, and amortization		(4,149	)		(4,595	)		(4,661	)		(4,909	)
Consolidated EBITDAX(1)	$	6,976		$	7,602		$	8,065		$	8,957
Consolidated Capital Expenditures	$	4,500		$	4,830		$	5,190		$	5,410
Free Cash Flow Pre-Dividends(2)	$	2,196		$	2,158		$	2,166		$	2,824
Dividends		(2,384	)		(2,414	)		(2,444	)		(2,474	)

a proposal to adopt the Merger Agreement (the “Merger Proposal”); and

~~(1) Consolidated EBITDAX is defined as earnings before interest, tax, depreciation, amortization and exploration expense~~2. ~~Consolidated~~an ~~EBITDAX~~advisory ~~is a~~ (non-~~GAAP~~binding) ~~financial~~proposal ~~measure~~to asapprove itthe ~~excludes~~compensation ~~amounts~~that ~~included~~may inbe ~~net~~paid ~~income~~or ~~(loss),~~become ~~the~~payable ~~most~~to ~~directly~~the ~~comparable~~Company’s ~~measure~~named ~~calculated~~executive inofficers ~~accordance~~that ~~with~~is ~~GAAP.~~based ~~This~~on ~~measure~~or ~~should~~otherwise ~~not~~related ~~be considered as an alternative~~ to ~~net~~the ~~income~~merger (~~loss)~~the or“Merger-Related ~~other~~Compensation ~~measures derived in accordance with GAAP~~Proposal”).

~~(2)~~The ~~Free~~Merger ~~Cash~~Proposal ~~Flow~~was ~~Pre-Dividends~~approved isby ~~defined~~the asrequisite ~~cash~~vote ~~flow~~of ~~from~~the ~~operations~~Company’s ~~less consolidated capital expenditures~~stockholders. ~~Free~~The ~~Cash~~final ~~Flow~~voting ~~Pre-Dividends~~results isare adescribed ~~non-GAAP~~below. ~~financial~~For ~~measure~~more asinformation itregarding ~~excludes~~the matters ~~amounts~~voted ~~included~~upon inat ~~cash~~the ~~flow~~Special ~~from operations~~Meeting, see the ~~most~~Company’s ~~directly~~definitive ~~comparable~~proxy ~~measure~~statement ~~calculated~~filed ~~in accordance~~ with ~~GAAP.~~the ~~This~~SEC ~~measure~~on ~~should~~July ~~not~~11, ~~be considered as an alternative to cash flow from operations or other measures derived in accordance with GAAP~~2019.

~~Important~~1. ~~Information~~Merger ~~For Investors And Stockholders~~ Proposal:

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, Occidental filed a registration statement on Form S-4 on June 7, 2019, as amended on July 3, 2019, which included a preliminary proxy statement of Anadarko that also constituted a preliminary prospectus of Occidental. The registration statement was declared effective by the Securities and Exchange Commission (the “SEC”) on July 11, 2019, and Anadarko commenced mailing of the definitive proxy statement/prospectus to its stockholders on or about July 11, 2019. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Occidental or Anadarko may file with the SEC and send to Anadarko’s stockholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF OCCIDENTAL AND ANADARKO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by Occidental or Anadarko through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Occidental are available free of charge on Occidental’s website at http://www.oxy.com/investors and copies of the documents filed with the SEC by Anadarko are available free of charge on Anadarko’s website at http://investors.anadarko.com.

For		Against		Abstain		Broker Non-Votes
374,794,963		1,271,349		1,039,693		0

Occidental and Anadarko and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC2. ~~Information about the directors and executive officers of Occidental is set forth in its Annual Report on Form 10~~Merger-~~K for~~Related ~~the~~Compensation year ended December 31, 2018, which was filed with the SEC on February 21, 2019, and its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on March 28, 2019. Information about the directors and executive officers of Anadarko is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 14, 2019, and its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on March 29, 2019. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Proposal:

For		Against		Abstain		Broker Non-Votes
106,391,076		267,327,345		3,387,584		0

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of May 9, 2019, by and among Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc. and Anadarko Petroleum Corporation (incorporated by reference to Exhibit 2.1 to Anadarko Petroleum Corporation’s Current Report on Form 8-K filed with the SEC on May 10, 2019).*

3.1		Amended and Restated Certificate of Incorporation of Anadarko Petroleum Corporation as of August 8, 2019.

3.2		Amended and Restated By-Laws of Anadarko Petroleum Corporation as of August 8, 2019.

* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished suplementally to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ANADARKO PETROLEUM CORPORATION	~~ANADARKO PETROLEUM CORPORATION~~
Date: July 29, 2019		By:	/s/ Amanda M. McMillian
Date: August 8, 2019	By:	/s/ Nicole E. Clark
			Amanda M. McMillian
		Nicole E. Clark
			Executive Vice President and General Counsel
		Vice President and Secretary

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