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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended: March 31, 1994
Commission File Number: 1-8968
_____________________
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0146568
(State or other jurisdic- (I.R.S. Employer Iden-
tion of incorporation tification No.)
or organization)
17001 NORTHCHASE DRIVE, HOUSTON, TEXAS 77060
(Address of executive offices) (Zip Code)
(713) 875-1101
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares outstanding of each of the registrant's classes of
common stock as of April 29, 1994 is shown below:
Number of Shares
Title of Class Outstanding
Common Stock, $0.10 par value 58,747,559
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<PAGE> PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Three Months Ended
March 31
thousands 1994 1993
Revenues
Gas sales $ 99,001 $ 83,110
Oil and condensate sales 26,015 33,313
Natural gas liquids and other 6,957 12,901
Total 131,973 129,324
Costs and Expenses
Operating expenses 25,253 24,193
Administrative and general 14,379 12,941
Depreciation, depletion and amortization 47,705 45,578
Other taxes 10,833 11,114
Provisions for impairments of international
properties --- 4,700
Total 98,170 98,526
Operating Income 33,803 30,798
Other Income 232 250
Gross Income 34,035 31,048
Interest Expense 7,014 8,368
Income before Income Taxes and Cumulative
Effect of Changes In Accounting Principles 27,021 22,680
Income Taxes 9,959 7,402
Net Income before Cumulative Effect of
Changes in Accounting Principles 17,062 15,278
Cumulative Effect of Changes in
Accounting Principles --- 77,403
Net Income $ 17,062 $ 92,681
Per Common and Common Equivalent Share
Net income before cumulative effect of
changes in accounting principles $ 0.29 $ 0.28
Cumulative effect of changes in
accounting principles --- 1.32
Net income 0.29 1.60
Dividends $0.075 $0.075
Average Number of Common and Common Equivalent
Shares Outstanding 58,692 58,530
Average Number of Common Shares Outstanding 58,692 55,350
See accompanying notes to consolidated financial statements.
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Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, December 31,
thousands 1994 1993
ASSETS
Current Assets
Cash and cash equivalents $ 33,943 $ 17,799
Accounts receivable 104,820 110,486
Inventories, at average cost 11,055 9,551
Prepaid expenses 1 698 3,025
Total 151,516 140,861
Properties and Equipment
Original cost 3,328,111 3,266,825
Less accumulated depreciation, depletion
and amortization 1,469,840 1,425,098
Net properties and equipment - based on
the full cost method of accounting
for oil and gas properties 1,858,271 1,841,727
Deferred Charges 39,578 40,198
$2,049,365 $2,022,786
See accompanying notes to consolidated financial statements.
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Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED BALANCE SHEET (continued)
(Unaudited)
March 31, December 31,
thousands 1994 1993
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
Trade and other $ 79,108 $ 92,311
Banks 11,235 13,328
Accrued expenses
Interest 7,324 7,663
Taxes and other 15,100 12,715
Total 112,767 126,017
Long-term Debt 560,500 542,500
Deferred Credits
Deferred income taxes 433,201 424,293
Other 66,497 65,810
Total 499,698 490,103
Stockholders' Equity
Common stock, par value $0.10
(200,000,000 shares authorized,
58,700,520 and 58,668,407 shares
issued and outstanding as of March 31, 1994
and December 31, 1993, respectively) 5,915 5,912
Preferred stock, par value $1.00
(2,000,000 shares authorized, no
shares issued as of March 31, 1994
and December 31, 1993) --- ---
Paid-in capital 237,120 236,001
Retained earnings (as of March 31, 1994,
$476,400,000 was not restricted
as to the payment of dividends) 636,169 625,308
Deferred compensation (2,804) (3,055)
Total 876,400 864,166
$2,049,365 $2,022,786
See accompanying notes to consolidated financial statements.
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Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31
thousands 1994 1993
Cash Flow from Operating Activities
Net income $ 17,062 $ 92,681
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation, depletion and amortization 47,705 45,578
Amortization of restricted stock 251 52
Deferred income taxes 9,844 4,862
Cumulative effect of changes in
accounting principles --- (77,403)
Provisions for impairments of international
properties --- 4,700
74,862 70,470
Decrease in accounts receivable 5,666 19,560
(Increase) decrease in inventories (1,504) 991
Decrease in accounts payable - trade and
other and accrued expenses (11,157) (13,742)
Other items - net 2,794 900
Net cash from operating activities 70,661 78,179
Cash Flow from Investing Activities
Additions to properties and equipment (91,055) (36,196)
Sales and retirements of properties and equipment 24,251 961
Net cash used in investing activities (66,804) (35,235)
Cash Flow from Financing Activities
Additions to debt 18,000 129,061
Retirements of debt --- (166,500)
Decrease in accounts payable, banks (2,093) (7,221)
Dividends paid (4,403) (4,152)
Issuance of common stock 1,122 1,408
Issuance of treasury stock --- 720
Net cash used in financing activities 12,626 (46,684)
Effect of Exchange Rate Changes on Cash (339) 77
Net Increase (Decrease) in Cash and Cash Equivalents 16,144 (3,663)
Cash and Cash Equivalents at Beginning of Period 17,799 14,833
Cash and Cash Equivalents at End of Period $ 33,943 $ 11,170
See accompanying notes to consolidated financial statements.
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Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Accounting Policies Anadarko Petroleum Corporation is
engaged in the exploration, development, production and marketing of gas,
oil and natural gas liquids. The terms "Anadarko" and "Company" refer to
Anadarko Petroleum Corporation and its subsidiaries. The principal
subsidiaries of Anadarko are Anadarko Gathering Company, Anadarko
Marketing Company, Anadarko Trading Company, Anadarko Petroleum of Canada
Ltd. and Anadarko Algeria Corporation.
Effective January 1, 1993, Anadarko adopted Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes", which
resulted in an increase to net income of $87,071,000 and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions",
which resulted in a decrease to net income of $9,668,000.
2. Inventories The major classes of inventories are as follows:
March 31, December 31,
thousands 1994 1993
Materials and supplies $ 8,600 $8,226
Natural gas liquids, stored in inventory 2,455 1,325
$11,055 $9,551
3. Properties and Equipment Oil and gas properties include costs of
$211,204,000 and $180,933,000 at March 31, 1994 and December 31, 1993,
respectively, which were excluded from capitalized costs being amortized.
These amounts represent costs associated with unevaluated properties and
major development projects.
4. Long-term Debt A summary of long-term debt follows:
March 31, December 31,
thousands 1994 1993
Notes Payable, Banks $160,500 $142,500
8 3/4% Notes due 1998 100,000 100,000
8 1/4% Notes due 2001 100,000 100,000
6 3/4% Notes due 2003 100,000 100,000
5 7/8% Notes due 2003 100,000 100,000
$560,500 $542,500
The notes payable to banks have been classified as long-term debt in
accordance with SFAS 6, "Classification of Short-term Obligations Expected
to be Refinanced", under the terms of Anadarko"s $250,000,000 Revolving
Credit Agreement.
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Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
5. Earnings Per Share Common stock equivalents are included in the
calculation of earnings per share when they are dilutive. Due to the
level of earnings from the cumulative effect of changes in accounting
principles during the first quarter of 1993, common stock and common stock
equivalents have been included in the computations of per share amounts.
Earnings per share amounts for the three months ended March 31, 1994 do
not include any common stock equivalents because the effect was anti-
dilutive.
6. Statement of Cash Flows Supplemental Information The amounts of cash
paid for interest (net of amounts capitalized) and income taxes are as
follows:
Three Months Ended
March 31
thousands 1994 1993
Interest $7,027 $6,872
Income taxes $ 537 $3,178
7. Contingencies - Environmental On December 17, 1993, the Company
received a notice from the Department of Justice in the State of
California indicating the Company may be a Potentially Responsible Party
("PRP") for the study, cleanup and closure of the waste facility owned by
Geothermal, Inc. in Middletown, California (the "GI" site ). Anadarko's
records indicate the disposal of a limited number of barrels of drilling
mud at the GI site in 1982. During the first quarter of 1994, the
Company, along with other PRPs, became a party to a Cost Sharing, Joint
Defense and Confidentiality Agreement, effective October 20, 1993. The
Company believes it will not incur any material liability in connection
with the cleanup of the GI site.
8. The information as furnished reflects all normal recurring adjustments
that are, in the opinion of management, necessary to a fair statement of
financial position as of March 31, 1994 and December 31, 1993, the results
of operations for the three months ended March 31, 1994 and 1993, and cash
flows for the three months ended March 31, 1994 and 1993.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
For the first quarter of 1994, Anadarko's net income was $17.1 million (29
cents per share) compared to net income, excluding the cumulative effect of
changes in accounting principles, of $15.3 million (28 cents per share) for
the first quarter of 1993. Including the cumulative effect of the two
accounting changes, Anadarko's net income for the first quarter of 1993 was
$92.7 million.
Operating Results
Revenues for the first quarter of 1994 were $132.0 million compared to $129.3
million for the first quarter of 1993. The increase in revenues and net
income (excluding accounting changes) is due primarily to higher natural gas
production and prices which more than offset weak oil prices. The following
table shows the Company's volumes and U.S. prices for the three months ended
March 31, 1994 and 1993.
Three Months Ended
March 31 % Increase
1994 1993 (Decrease)
Natural gas, million cubic feet 48,228 46,806 3
Price per thousand cubic feet $ 2.03 $ 1.73 17
Crude oil and condensate,
thousand barrels 2,136 1,931 11
Price per barrel $ 12.36 $ 17.67 (30)
Natural gas liquids,
thousand barrels 649 807 (20)
Price per gallon $ 0.23 $ 0.34 (32)
See "Natural Gas Volumes, Prices and Markets" and "Crude Oil,
Condensate and Natural Gas Liquids Volumes and Prices".
Costs and expenses during the first quarter of 1994 were $98.2 million,
virtually flat compared to the first quarter of 1993 costs and expenses.
However, the first quarter 1994 costs and expenses included higher costs
related to higher production volumes that resulted in increased operating
expenses, depreciation, depletion and amortization expense and production
taxes. The first quarter 1993 costs and expenses included $4.7 million in
impairments for international properties.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Interest expense decreased 16 percent to $7.0 million compared to $8.4 million
for the first quarter of 1993. The decrease was due primarily to higher
amounts of capitalized interest and lower average debt outstanding in the
first quarter of 1994 compared to the same period in 1993, partly offset by
higher average interest rates in 1994.
Natural Gas Volumes, Prices and Markets During the first quarter of 1994,
Anadarko produced 48.2 billion cubic feet (Bcf) or 536 million cubic feet per
day (MMcf/d) of natural gas, up three percent compared to 46.8 Bcf or 520
MMcf/d of gas in the first quarter of 1993. Cold weather and strong gas
demand helped push Anadarko's average U.S. gas price up during the first
quarter of 1994 to $2.03 per thousand cubic feet (Mcf), a 17 percent increase
from $1.73 per Mcf in the first quarter of 1993.
Historically, natural gas sales markets have been highly seasonal because of
the increase in residential heating demand during the winter. Due to this
seasonality, Anadarko's natural gas prices and production volumes and,
therefore, financial results have traditionally been stronger in the first and
fourth quarters. However, in 1993, this seasonal variance diminished somewhat
due to overall growth in gas demand and continuing declines in gas supply.
This was most evident in the summer of 1993 when demand for natural gas
storage injections dramatically increased natural gas prices during the second
and third quarters of the year. Anadarko believes that while seasonality in
gas markets will continue, the tight balance in supply and demand will extend
the recent strength in natural gas markets in 1994 and beyond.
Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices Anadarko's
crude oil and condensate production for the first quarter of 1994 increased 11
percent to 2.1 million barrels (MMBbls) from 1.9 MMBbls in the first quarter
of 1993. However, oil prices fell over $5.00 per barrel to an average U.S.
price of $12.36 per barrel in the first quarter of 1994 compared to $17.67 per
barrel for the same period in 1993. This represents the Company's lowest
average U.S. price since the third quarter of 1986.
Generally, the Company's oil production is sold on a monthly basis as it is
produced. Volumes of oil are not affected by seasonal swings in market
prices.
Natural gas liquids (NGLs) sales volumes were down 20 percent to 649 thousand
barrels (MBbls) at an average price of 23 cents per gallon for the first
quarter 1994. This compares to 807 MBbls at an average price of 34 cents per
gallon for the same period of 1993. The decrease in volumes is due primarily
to the Company's decision to store more NGLs volumes in inventory during the
first quarter of 1994.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Capital Expenditures, Liquidity and Dividends
During the first quarter of 1994, Anadarko's capital spending (including
capitalized interest and overhead) was $90.3 million compared to $39.7 million
in the first quarter of 1993. Capital expenditures in both periods related
primarily to the Company's oil and gas exploration and development activities.
To date, the Company has received $55 million (of which $24 million was
received during the first quarter) from the sale of properties in Canada,
Arkansas, Louisiana and eastern Oklahoma. In addition, a package of Rocky
Mountain properties will be offered for sale later this year.
Anticipated higher cash flows and proceeds from divestitures have led the
Company to increase its capital budget for 1994 from $370 million to $460
million, an increase of 24 percent. The Company's revised spending budget
includes increased investments in offshore leases, exploratory drilling
onshore and offshore U.S., and construction of platforms and other development
facilities in the Gulf of Mexico.
For the first quarter of 1994, net cash from operating activities was $70.7
million compared to $78.2 million in the first quarter of 1993. The Company
believes cash flows and existing available credit facilities will be
sufficient to meet capital and operating requirements during 1994. However,
Anadarko may pursue other financing options to reduce or stabilize interest
costs.
On May 2, 1994, Standard & Poors revised its ratings outlook on Anadarko's
debt to "positive" from "stable" and affirmed its existing ratings on the
Company's senior debt and commercial paper. The firm cited Anadarko's
"...good operating results, a high-quality reserve base and an improving
financial profile".
Anadarko's Board of Directors declared a quarterly dividend of seven and one-
half cents per share of common stock outstanding. The dividend is payable on
June 22, 1994 to stockholders of record on June 8, 1994. The amount of future
dividends for Anadarko will depend on earnings, financial condition, capital
requirements and other factors, and will be determined by the Directors on a
quarterly basis.
Exploration and Development Drilling
During the first quarter of 1994, Anadarko participated in a total of 72
wells, including 44 oil wells, 15 gas wells and 13 dry holes. This compares
to a total of 33 wells in the first quarter of 1993, including 15 oil wells,
nine gas wells and nine dry holes. Anadarko made several significant
discoveries during the first quarter of 1994.
Algeria In February 1994, Anadarko Algeria Corporation, a wholly owned
subsidiary of Anadarko Petroleum Corporation; Sonatrach, the national oil and
gas enterprise of Algeria; and other partners announced two major oil
discoveries in the Sahara Desert of Algeria.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The El Merk East No. 1 (EME #1), located in the Ghadames Basin on Block 208,
was drilled to a total depth of 14,859 feet and encountered more than 230 feet
of net hydrocarbon pay from various Triassic and Devonian sandstones. Four
zones were tested and flowed at combined rates equal to 8,100 barrels of oil
per day (BOPD) and 82 MMcf/d of natural gas. The EME #1 well is located 3.7
miles south of the El Merk No. 1 (EMK #1) discovery announced by Anadarko and
partners in February 1993.
The second discovery, the Hassi Berkine North No. 1 (HBN #1) well, located in
the Ghadames Basin on Block 404, was drilled to a total depth of 11,251 feet
and encountered 75 feet of net oil pay in the Triassic sandstones. The well
flowed at a rate of 4,900 BOPD of 42 degree API gravity crude oil through a
3/4 inch choke with flowing tubing pressure of 1,330 pounds per square inch
(psi).
In May 1994, Anadarko filed a Discovery Report for the Hassi Berkine
Field. The Discovery Report commits the partners to immediately submit a
commerciality report to Sonatrach in preparation for the early development of
the Field. The initial gross reserve estimates for the discoveries made to
date range from a most likely case of 324 MMBbls of crude oil and condensate
to an upside reserves case of over 900 MMBbls.
Yegua The Sun Fee #1 well, located in Jefferson County, Texas, was
completed from 41 feet of net pay over perforations from 13,200 - 13,264 feet.
The well tested at a final rate of 8.3 MMcf/d of gas and 739 barrels of
condensate per day (BCPD) through a 1/4 inch choke with 7,474 pounds of
flowing tubing pressure. Anadarko controls 4,500 acres in the prospect and
plans to drill a confirmation test in the fourth quarter of 1994. Anadarko
owns a 60 percent working interest in the well.
This was the Company's eleventh natural gas discovery in the Yegua play along
the Texas Gulf coast. Since entering the Yegua Play in 1992, Anadarko has
drilled or participated in a total of 17 wells with 11 successful completions.
Net productive capacity for Anadarko's Yegua wells is estimated at 15 MMcf/d
of gas and 700 BCPD.
West Texas In Midland, Texas, four wells from the Goldsmith Cummins Deep
Unit and one from the North San Andres Unit were completed in January 1994.
The Goldsmith Cummins Unit well numbers 201, 202, 203 and 204, combined, are
pumping 650 BOPD and 454 thousand cubic feet per day (Mcf/d) of gas from upper
and lower Clearfork perforations ranging from 5,542-6,108 feet. Anadarko
operates all four wells with a 59 percent working interest. The Goldsmith
North (SA) Cons Unit No. 41 is pumping 229 BOPD and 129 Mcf/d of gas.
Anadarko owns a 100 percent working interest in the well.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Southwest Kansas In the Lahey Field in Stevens County, Kansas, the Hanke
"A" No. 3 pumped 102 BOPD and 15 Mcf/d of gas and the Hanke "B" No. 1 tested
123 BOPD and 19 Mcf/d of gas from the Chester interval. The Hanke "A" No. 4
tested at 180 BOPD and 54 Mcf/d of gas from Morrow perforations from 5,322-
5,362 feet. Anadarko owns a 100 percent working interest in all three wells.
The Morgan "K" No. 1A, located in the Angman Field, Seward County, Kansas,
flowed 208 BOPD with 423 Mcf/d of gas from a 5/16 inch choke with Chester
perforations from 5,502-5,519 feet. Casing pressure was 725 psi with flowing
tubing pressure of 380 psi. Anadarko owns a 100 percent working interest in
the well.
Offshore Gulf of Mexico In the Gulf of Mexico, the High Island 129 No. 4
was the third and final well in this block to be recompleted. On a 24-hour
test, the well flowed 6.3 MMcf/d of gas and 30 barrels of condensate per day
(BCPD)from perforations in the 8,500 feet sand. Anadarko has a 15 percent
working interest in the well.
In January 1994, the High Island 376 No. A-3 was recompleted as a dual well
from the PL1-3 and PL1-2 zones. The well tested 5 MMcf/d of gas through a
19/64 inch choke with flowing tubing pressure of 1,835 psi. Anadarko is the
operator with a 40 percent working interest in the well.
The West Cameron S.A. Block 639 No. A18 sidetrack was completed offshore in
the PL1-5 sand. Previously, this reservoir had no known production from Block
639. On a recent test, the well produced 12 MMcf/d of gas and 34 BCPD. The
well had tubing pressure of 1,900 psi and casing pressure of 720 psi.
Anadarko owns a 12.5 percent working interest in the well.
Golden Trend In the Bradley Field of Grady County, Oklahoma, two wells
were completed in the Golden Trend drilling program in February 1994. The
Bevill "A" No. 1-28 flowed 90 BOPD with 1.2 MMcf/d of gas from a 3/4 inch
choke. Perforations are from the Viola interval from 14,310-14,748 feet.
Anadarko has a 99.75 percent working interest in the well.
In McClain County, the Keith A No. 3-19 pumped at a rate of 42 BOPD with 572
Mcf/d of gas. Perforations are in the Viola interval ranging from 10,494-
10,965 feet. Anadarko has a 58 percent working interest in the well, after
payout.
Located in the Antioch Southwest Field in Garvin County, the Reid "A" No. 17
was reported as a Viola producer from perforations between 11,554 feet and
12,108 feet. The well tested at a rate of 105 BOPD and 21 Mcf/d of gas.
Anadarko is operator with a working interest of 93.75 percent.
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Offshore Lease Sale
On March 30, 1994, Anadarko was successful on 26 of 31 bids at the offshore
lease sale #147 held in New Orleans. The sale was conducted by the Minerals
Management Service (MMS) for leases in the central Gulf of Mexico. Anadarko's
expenditure totaled $98.5 million net to the Company. Assuming the partners
back-in for interests in some blocks, the Company's net expenditure for
offshore leases will be about $75 million in 1994. Virtually all of the
blocks purchased involve exploration in the sub-salt play. All bids are
subject to approval by the MMS and Anadarko has received confirmation on 18 of
the lease blocks to date.
Of particular importance to Anadarko is the MMS approval on Ship Shoal South
Addition Block 337, which offsets the Mahogany discovery announced in
September 1993 at Ship Shoal South Addition Blocks 349-359. The Mahogany well
tested at rates up to 7,256 BOPD and 9.9 MMcf/d of gas per day. Anadarko
holds a 37.5 percent working interest in the well. Phillips Petroleum Company
is the operator with a 37.5 percent working interest and Amoco Production
Company holds a 25 percent working interest in the well.
<PAGE>
<PAGE> Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) On April 28, 1994, the Company held its Annual Stockholders'
Meeting.
(b) Messrs. Conrad P. Albert, Robert J. Allison, Jr. and Charles M.
Simmons were re-elected as Class II directors to serve for a term
of three years. Messrs. Ronald Brown and John R. Gordon will
continue to serve as Class I directors and Messrs. Larry G. Barcus
and James L. Bryan will continue to serve as Class III directors.
Mr. Conrad P. Albert was re-elected with votes for of 48,086,587
and votes withheld of 155,780. Mr. Robert J. Allison was re-
elected with votes for of 48,078,532 and votes withheld of 163,835.
Mr. Charles M. Simmons was re-elected with votes for of 48,067,380
and votes withheld of 174,987.
(c) The stockholders approved the Amendments to the 1988 Stock Option
Plan for Non-Employee Directors (the Amendments). The Amendments
permit non-employee directors to elect to receive all or a portion
of the quarterly retainer, meeting and committee fees less any
amounts deferred pursuant to the Director Deferred Compensation
Plan in shares of the Company s common stock. The Amendments do
not increase the number of shares of common stock subject to the
1988 Stock Option Plan for Non-Employee Directors previously
approved by the stockholders. A total of 47,104,798 shares of
common stock voted for the Amendments, 666,866 shares of common
stock voted against the Amendments and 491,450 shares of common
stock abstained.
The stockholders approved the Annual Incentive Bonus Plan (the
Incentive Plan). The Incentive Plan is intended to attract and
retain employees, to encourage employees to devote their best
efforts to the Company and to recognize employees for their
contributions to the overall success of the Company. A total of
46,085,134 shares of common stock voted for the Incentive Plan,
1,645,681 shares of common stock voted against the Incentive Plan
and 477,417 shares of common stock abstained.
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<PAGE>
Part II. OTHER INFORMATION (continued)
Item 4. Submission of Matters to a Vote of Security Holders (continued)
The stockholders approved the 1993 Stock Incentive Plan (the 1993
Plan) which authorized the grant of various stock and stock-related
awards. The Company first adopted a stock option plan in 1986 and
has periodically submitted each successive program to the stock-
holders for approval. No future stock options will be granted
under stock option plans which have previously been approved by
stockholders. The 1993 Plan is intended to allow the Compensation
and Benefits Committee continued flexibility to use stock and
stock-related awards in the Company's overall compensation program.
A total of 30,222,741 shares of common stock voted for the 1993
Plan, 12,962,807 shares of common stock voted against the 1993 Plan
and 811,627 shares of common stock abstained.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K for the three months ended
March 31, 1994.
<PAGE>
<PAGE> SIGNATURES
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 duly authorized officer and principal financial officer.
ANADARKO PETROLEUM CORPORATION
(Registrant)
May 12, 1994 [Michael E. Rose]
Michael E. Rose - Senior Vice
President, Finance
