The Merger (Tables)

9 Months Ended

Sep. 30, 2019

The following table presents the Merger consideration paid to Anadarko stockholders as a result of the Merger:



millions, except per share amounts
Total shares of Anadarko common stock eligible for Merger consideration	491.6
Cash consideration (per share of common stock and shares underlying Anadarko stock-based awards eligible for Merger consideration)	$	59.00
Cash portion of Merger consideration	$	29,002

Total shares of Anadarko common stock and shares underlying Anadarko stock-based awards eligible for Merger consideration	492.0
Exchange ratio (per share of Anadarko common stock)	0.2934
Total shares of Occidental common stock issued to Anadarko stockholders	144
Average share price of Occidental common stock at August 8, 2019	$	46.31
Stock portion of Merger consideration	$	6,684
Total Merger consideration	$	35,686

Schedule of Preliminary Purchase Price Allocation

The following table sets forth the preliminary allocation of the Merger consideration. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final appraisals of assets acquired and liabilities assumed, valuation of pre-merger contingencies and final tax returns that provide underlying tax basis of assets acquired and liabilities assumed. Occidental will finalize the purchase price allocation during the 12-month period following the Merger date, during which time the value of the assets and liabilities may be revised as appropriate.



millions	As of August 8, 2019
Fair value of assets acquired:
Current assets	$	3,590
Anadarko's Africa Assets held for sale	10,746
Investments in unconsolidated entities	2,430
Property, plant and equipment, net - Anadarko	48,771
Property, plant and equipment, net - WES Midstream	9,475
Other assets	797
Intangible assets - WES Midstream	2,400
Amount attributable to assets acquired	$	78,209

Fair value of liabilities assumed:
Current liabilities	$	3,677
Liabilities of Anadarko's Africa Assets held for sale	2,329
Long-term debt - Anadarko	12,829
Long-term debt - WES Midstream	7,407
Deferred income taxes	10,040
Asset retirement obligations	2,728
Pension and post retirement obligations	1,125
Non-current derivative liabilities	1,279
Other long-term liabilities	2,308
Amount attributable to liabilities assumed	$	43,722

Net assets	$	34,487
Less: Fair value of noncontrolling interests in WES Midstream	4,875
Fair value of net assets acquired	29,612
Goodwill - WES Midstream	6,074
Total Merger consideration	$	35,686

Pro Forma Information

The following summarizes the unaudited pro forma condensed financial information of Occidental as if the Merger had occurred on January 1, 2018:



	Three months ended September 30					Nine months ended September 30
millions, except per-share amounts	2019			2018		2019		2018

Revenues	$	7,335		$	8,913	$	22,419	$	23,095
Net income (loss) attributable to common stockholders	$	(427	)	$	2,060	$	475	$	3,405
Net income (loss) attributable to common stockholders per share—basic	$	(0.50	)	$	2.27	$	0.51	$	3.74
Net income (loss) attributable to common stockholders per share—diluted	$	(0.50	)	$	2.26	$	0.50	$	3.73

Schedule of Merger-Related Costs

The following table summarizes the merger-related costs incurred:



millions	Three months ended September 30, 2019		Nine months ended September 30, 2019
Employee severance and related cost	$	459	$	459
Licensing fees for critical seismic data	329		354
Bank, legal and consulting fees	136		161
Total	$	924	$	974