UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
Commission File No. 1-8968
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0146568
(State of incorporation) (I.R.S. Employer
Identification No.)
17001 Northchase Drive, Houston, Texas 77060-2141
(Address of executive offices) (Zip Code)
Registrant's telephone number: (281) 875-1101
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $0.10 par value The New York Stock Exchange, Inc.
Preferred Stock Purchase Rights The New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
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 .
Indicate by check mark if the disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.___________.
The aggregate market value of the voting stock held by non-
affiliates of the registrant computed using the average of the high
and low sales prices at which the stock sold on January 31, 1997 was
$3,893,006,000.
The number of shares outstanding of each of the registrant's
classes of common stock as of January 31, 1997 is shown below:
Number of Shares
Title of Class Outstanding
Common Stock, $0.10 par value 59,605,829
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Part of
Form 10-K Documents Incorporated by Reference
Part I Portions of the Anadarko Petroleum Corporation 1996 Annual
Report to Stockholders.
Part III Portions of the Proxy Statement, dated March 21, 1997,
for the Annual Meeting of Stockholders of Anadarko
Petroleum Corporation to be held April 24, 1997.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
ANADARKO PETROLEUM CORPORATION
(Registrant)
June 25, 1997 [MICHAEL E. ROSE]
Michael E. Rose - Senior Vice President,
Finance and Chief Financial Officer
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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 1996
Commission File No. 1-8968
_______________
ANADARKO EMPLOYEE SAVINGS PLAN
(Full title of the plan)
_______________
ANADARKO PETROLEUM CORPORATION
(Name of issuer of the securities held pursuant to the plan)
17001 Northchase Drive
Houston, Texas 77060-2141
(Address, including zip code, of executive offices)
(281) 875-1101
(Telephone number)
<PAGE>
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ANADARKO EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FINANCIAL STATEMENTS
Page
Statement of Net Assets Available for Benefits
(with Fund Information), December 31, 1996 1
Statement of Net Assets Available for Benefits
(with Fund Information), December 31, 1995 2
Statement of Changes in Net Assets Available for Benefits
(with Fund Information), Year Ended December 31, 1996 3
Statement of Changes in Net Assets Available for Benefits
(with Fund Information), Year Ended December 31, 1995 5
Notes to Financial Statements 7
Independent Auditors' Report 13
SCHEDULES
Schedule I - Item 27a - Schedule of Assets Held for
Investment Purposes, December 31, 1996 S-1
Schedule IV -Item 27d - Schedule of Reportable Transactions,
Year Ended December 31, 1996 S-2
All other schedules are omitted because they are not applicable,
not required or the information is included in the Financial
Statements or Notes thereto.
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<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits
(with Fund Information)
December 31, 1996
<CAPTION>
Company PanEnergy Growth Equity Balanced Money
Total Stock Fund Stock Fund Fund Fund Market Fund
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Anadarko Petroleum Corporation -
947,945 shares of common stock
(cost $37,311,764) $61,379,440 $61,379,440 $ --- $ --- $ --- $ ---
PanEnergy Corp -
90,759 shares of common stock
(cost $1,838,154) 4,084,152 --- 4,084,152 --- --- ---
American 20th Century Growth
Mutual Fund - 377,637 units
(cost $8,206,285) 8,262,703 --- --- 8,262,703 --- ---
George Putnam Mutual Fund -
622,471 units (cost $9,541,508) 10,208,533 --- --- --- 10,208,533 ---
Money market investments 17,477,067 1,087,024 37,317 296 397 16,352,033
Member loans receivable 3,826,500 3,826,500 --- --- --- ---
105,238,395 66,292,964 4,121,469 8,262,999 10,208,930 16,352,033
Accrued interest and dividends
receivable 105,842 31,070 370 789 855 72,758
Member contribution receivable 655,396 371,897 --- 110,271 99,101 74,127
Employer receivable 16 16 --- --- --- ---
Other assets 128,132 105,483 --- 8,133 12,482 2,034
Total assets 106,127,781 66,801,430 4,121,839 8,382,192 10,321,368 16,500,952
Liabilities 52,847 --- --- 52,847 --- ---
Net assets available for benefits $106,074,934 $66,801,430 $4,121,839 $8,329,345 $10,321,368 $16,500,952
See accompanying notes to financial statements.
</TABLE>
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<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits
(with Fund Information)
December 31, 1995
<CAPTION>
Company PanEnergy Growth Equity Balanced Money
Total Stock Fund Stock Fund Fund Fund Market Fund
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Anadarko Petroleum Corporation -
1,020,689 shares of common stock
(cost $35,898,579) $55,244,793 $55,244,793 $ --- $ --- $ --- $ ---
PanEnergy Corp -
94,827 shares of common stock
(cost $1,850,315) 2,643,303 --- 2,643,303 --- --- ---
American 20th Century Growth
Mutual Fund - 280,594 units
(cost $6,168,549) 5,440,712 --- --- 5,440,712 --- ---
George Putnam Mutual Fund -
368,153 units (cost $5,244,957) 5,706,374 --- --- --- 5,706,374 ---
Money market investments 11,335,366 585,855 60,941 273 352 10,687,945
Member loans receivable 3,353,721 3,353,721 --- --- --- ---
83,724,269 59,184,369 2,704,244 5,440,985 5,706,726 10,687,945
Accrued interest and dividends
receivable 114,999 70,804 289 1 --- 43,905
Member contribution receivable 611,887 355,872 --- 106,153 73,752 76,110
Employer receivable 1,499 1,301 198 --- --- ---
Other assets 180,838 122,634 --- 3,264 3,202 51,738
Total assets 84,633,492 59,734,980 2,704,731 5,550,403 5,783,680 10,859,698
Liabilities 127,997 --- --- 127,997 --- ---
Net assets available for benefits $84,505,495 $59,734,980 $2,704,731 $5,422,406 $5,783,680 $10,859,698
See accompanying notes to financial statements.
</TABLE>
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<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
(with Fund Information)
For the Year Ended December 31, 1996
<CAPTION>
Company PanEnergy Growth Equity Balanced Money
Total Stock Fund Stock Fund Fund Fund Market Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on Anadarko Petroleum
Corporation common stock $ 289,128 $ 289,128 $ --- $ --- $ --- $ ---
Dividends on PanEnergy Corp
common stock 88,717 --- 88,717 --- --- ---
Dividends on American 20th Century
Growth units 158,926 --- --- 158,926 --- ---
Dividends on George Putnam units 818,652 --- --- --- 818,652 ---
Interest earned 800,453 56,908 2,863 22 46 740,614
Interest income on participant loans 297,811 297,811 --- --- --- ---
Total investment income 2,453,687 643,847 91,580 158,948 818,698 740,614
Investment expenses:
Administrative expenses
(fees and commissions) 26,885 26,345 540 --- --- ---
Net investment income 2,426,802 617,502 91,040 158,948 818,698 740,614
Net realized gain on investments 1,304,033 1,107,994 82,803 66,051 47,185 ---
Net unrealized appreciation in fair
value of investments $12,167,739 $9,748,409 $1,514,383 $611,856 $293,091 $ ---
(Continued)
</TABLE>
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<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits (Continued)
(with Fund Information)
For the Year Ended December 31, 1996
<CAPTIONS>
Company PanEnergy Growth Equity Balanced Money
Total Stock Fund Stock Fund Fund Fund Market Fund
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Member $ 5,848,636 $ 3,314,078 $ --- $1,050,200 $ 795,032 $ 689,326
Employer
Cash 359 359 --- --- --- ---
Anadarko Petroleum Corporation
common stock (67,988 shares) 3,870,874 3,870,874 --- --- --- ---
9,719,869 7,185,311 --- 1,050,200 795,032 689,326
Interfund transfers --- (9,746,930) (243,852) 1,217,612 2,939,787 5,833,383
Additional contributions
resulting from forfeitures 86,459 86,459 --- --- --- ---
Total contributions 9,806,328 (2,475,160) (243,852) 2,267,812 3,734,819 6,522,709
Withdrawals:
Distributions to Members 4,049,004 1,845,836 27,266 197,728 356,105 1,622,069
Forfeitures 86,459 86,459 --- --- --- ---
Total withdrawals 4,135,463 1,932,295 27,266 197,728 356,105 1,622,069
Increase in net assets
during the year 21,569,439 7,066,450 1,417,108 2,906,939 4,537,688 5,641,254
Net assets at beginning of year 84,505,495 59,734,980 2,704,731 5,422,406 5,783,680 10,859,698
Net assets at end of year $106,074,934 $66,801,430 $4,121,839 $8,329,345 $10,321,368 $16,500,952
See accompanying notes to financial statements.
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</TABLE>
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
(with Fund Information)
For the Year Ended December 31, 1995
<CAPTION>
Company PanEnergy Growth Equity Balanced Money
Total Stock Fund Stock Fund Fund Fund Market Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends on Anadarko Petroleum
Corporation common stock $ 311,968 $ 311,968 $ --- $ --- $ --- $ ---
Dividends on PanEnergy
Corp common stock 91,397 --- 91,397 --- --- ---
Dividends on American 20th Century
Growth units 740,484 --- --- 740,484 --- ---
Dividends on George Putnam units 350,464 --- --- --- 350,464 ---
Interest earned 494,423 64,618 2,894 37 22 426,852
Interest income on participant loans 233,095 233,095 --- --- --- ---
Other income 38,931 --- 38,931 --- --- ---
Total investment income 2,260,762 609,681 133,222 740,521 350,486 426,852
Investment expenses:
Administrative expenses
(fees and commissions) 17,614 16,838 776 --- --- ---
Net investment income 2,243,148 592,843 132,446 740,521 350,486 426,852
Net realized gain on investments 1,425,993 1,206,795 40,986 98,549 79,663 ---
Net unrealized appreciation
(depreciation) of investments $16,262,540 $15,001,656 $751,791 $(133,906) $642,999 $ ---
(Continued)
</TABLE>
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<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits (Continued)
(with Fund Information)
For the Year Ended December 31, 1995
Company PanEnergy Growth Equity Balanced Money
Total Stock Fund Stock Fund Fund Fund Market Fund
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Member $ 5,220,919 $ 3,019,615 $ --- $ 847,603 $ 679,038 $ 674,663
Employer
Cash 364 364 --- --- --- ---
Anadarko Petroleum Corporation
common stock (82,573 shares) 3,539,722 3,539,722 --- --- --- ---
8,761,005 6,559,701 --- 847,603 679,038 674,663
Interfund transfers --- (5,089,857) (258,636) 412,244 809,861 4,126,388
Additional contributions
resulting from forfeitures 70,145 70,145 --- --- --- ---
Total contributions 8,831,150 1,539,989 (258,636) 1,259,847 1,488,899 4,801,051
Withdrawals:
Distributions to Members 3,277,221 1,901,123 361,458 188,888 344,476 481,276
Forfeitures 70,145 70,145 --- --- --- ---
Total withdrawals 3,347,366 1,971,268 361,458 188,888 344,476 481,276
Increase in net assets
during the year 25,415,465 16,370,015 305,129 1,776,123 2,217,571 4,746,627
Net assets at beginning of year 59,090,030 43,364,965 2,399,602 3,646,283 3,566,109 6,113,071
Net assets at end of year $84,505,495 $59,734,980 $2,704,731 $5,422,406 $5,783,680 $10,859,698
See accompanying notes to financial statements.
</TABLE>
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ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1996 and 1995
1. Summary of Significant Accounting Policies
Basis of Presentation The accounts of the Anadarko Employee
Savings Plan (Plan) are maintained on an accrual basis.
Use of Estimates The financial statements have been prepared in
conformity with generally accepted accounting principles. In
preparing financial statements, management makes informed judgements
and estimates that affect the reported amounts of assets and
liabilities as of the date of the financial statements and affect
the additions and deductions to net assets available for Plan benefits.
Actual results may differ from these estimates.
Expenses All trustee fees, brokerage fees and other expenses
incident to the administration of the Plan may be paid by Anadarko
Petroleum Corporation (Anadarko, the Company or the Employer) and,
if not paid by the Company, shall be paid by the Plan. In 1995 and
1996, the Company elected to pay the trustee fees for the Plan and
presently intends to continue to do so although the Company can, at
its discretion, discontinue this practice.
Investments On each valuation date, as defined, securities held by
the Plan are valued at fair value and the increase or decrease in
the value of securities held, plus any net income or loss of the
Plan, is allocated to the participants' accounts. Fair value is
based on the closing market price of the securities at December 31.
Security transactions are recorded on a trade-date basis.
For 1995 and 1996, realized gains and losses were based on the
difference between fair values of the withdrawn securities at the
trade date and the fair value at January 1, 1995 and 1996,
respectively. If no shares existed at the beginning of the period,
realized gains and losses reported on withdrawals of securities were
based on the difference between market values of the withdrawn
securities at the trade date and the average cost to the Plan.
Member loans receivable are valued at amortized cost, which
approximates fair value.
2. Description of the Plan
The Plan was adopted by the Company's Board of Directors and
approved by its sole stockholder on August 27, 1986. The Plan has
been subsequently restated and amended. Effective January 1, 1994
the Plan was amended and restated for administrative changes. The
financial statements and accompanying notes relate to the Plan as in
effect on December 31, 1996.
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<PAGE>
ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
2. Description of the Plan (Continued)
The purpose of the Plan is to encourage and assist employees in
accumulating retirement savings, to provide a means for employees to
have an ownership interest in common stock of the Company (Company
Stock) and to encourage employees to remain in the employ of the
Company, its subsidiaries and affiliates. The Plan has been adopted
exclusively to provide benefits for employees participating in the
Plan (Members) and their beneficiaries, and no part of the corpus or
income of the trust fund (Trust) established pursuant to the Plan to
hold contributions of Members and the Company may be used for any
purpose other than to provide such benefits and defray reasonable
expenses of administering the Plan.
The Plan is a defined contribution plan that is qualified under
Section 401 of the Internal Revenue Code of 1986, as amended (Code).
See Note 4. All regular employees of the Company are eligible to
participate in the Plan upon employment. Participation is
voluntary. Directors and officers who are also employees of the
Company may participate on the same basis as all other employees.
Members may contribute to the Plan up to 12% of their compensation,
which includes base salary or wages, as well as overtime and
incentive bonuses (excluding override payments, front-end bonuses
and other special payments). The Company will match 100% of a
Member's contributions up to a maximum of 6% of such Member's
compensation. Subject to provisions of the Plan and applicable
provisions of the Code and Treasury Regulations, an Eligible
Employee may make a Qualified Rollover Contribution to the Plan.
Contributions by a Member are always the Member's property and not
subject to vesting. A Member has a 100% vested right to Employer
matching contributions after three years of service or upon death,
retirement, disability or a change in control of the Company.
Subject to certain restrictions, Members may elect to have amounts
distributed from the Plan to them prior to termination of employment
through withdrawals or loans from the Plan. Contributions to the
Plan are subject to certain limitations under the Code. Generally,
employee contributions are withheld on the 25th of the month and
sent to the Trustee by the first of the following month.
The Employer contribution account of an employee who terminates
employment prior to the time that he or she is vested will be
forfeited by the employee. For 1995 and 1996, employee forfeitures
were $70,145 and $86,459, respectively. Forfeitures do not affect
net assets of the Plan but merely reduce future Employer
contributions.
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants will become 100
percent vested in their accounts.
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ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Investment Programs
Employer Contributions The Employer contribution accounts of
Members will be invested in Company Stock.
Investment Options for Tax-Deferred, After-Tax and Rollover Contributions
Each Member may designate the manner in which the amounts allocated to their
tax-deferred savings account, their after-tax savings account and their
rollover account shall be invested. The following is a listing of options:
Option 1 In shares of Company Stock. Amounts invested under Option 1
shall be invested along with Employer matching contributions as one fund
referred to as the Company Stock Fund.
Option 2 In such general fixed income and equity investments (other than
Company Stock unless purchased indirectly via a mutual fund investment) as
the Trustee may determine. Such investments may be made as direct investments
of the Trust or may be investments in mutual funds which have investment
guidelines and criteria which are consistent with this Option 2. Amounts
invested under Option 2 shall be invested as one fund referred to as the
Balanced Fund.
Option 3 In such general equity investments (other than Company Stock
unless purchased indirectly via a mutual fund investment) as the Trustee may
determine. Such investments may be made as direct investments of the Trust
or may be investments in mutual funds which have investment guidelines and
criteria which are consistent with this Option 3. Amounts invested under
Option 3 shall be invested as one fund referred to as the Growth Equity Fund.
Option 4 In such money market investments as the Trustee may determine.
Such investments may be made as direct investments of the Trust or may be
investments in mutual funds which have investment guidelines and criteria
which are consistent with this Option 4. Amounts invested under Option 4
shall be invested as one fund referred to as the Money Market Fund.
A Member may designate one of such options for all of the contributions to
their tax-deferred savings account, their after-tax savings account and their
rollover account or a Member may designate a percentage in 10% increments of
such contributions to be invested pursuant to each option. Invested funds of
Members, including Employer contributions, can be transferred between funds
at the election of the Member, subject to certain restrictions as defined
in the Plan. The amount of such transfers are reported as interfund transfers
in the Statement of Changes in Net Assets Available for Benefits (with Fund
Information).
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ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Investment Programs (Continued)
As of December 31, 1996, a total of 513 Members were investing their
contributions in the Company Stock Fund, 66 Members were investing their
contributions in the Money Market Fund, 34 Members were investing
their contributions in the Growth Equity Fund, 39 Members were
investing their contributions in the Balanced Fund and 476 Members
were investing their contributions in a combination of funds.
A separate stock fund (PanEnergy Stock Fund) was established to
maintain the PanEnergy Corp (formerly Panhandle Eastern
Corporation)(PanEnergy) common stock received under the Plan from
the PanEnergy Corp and Participating Affiliates Employees' Stock
Purchase and Savings Plan in 1987. Contributions or transfers of
previously invested funds to the PanEnergy Stock Fund are not
permitted. Members are allowed to transfer funds from the PanEnergy
Stock Fund to any of the other funds. Dividends from PanEnergy
common stock are reinvested in PanEnergy common stock.
In December 1995, the PanEnergy Stock Fund received $38,931 from
settlement of a lawsuit that was filed against PanEnergy. The
lawsuit was filed on behalf of participants due to alleged
violations of federal securities laws including misrepresentations
and non-disclosures to the public with regard to material facts
relating to the financial condition of PanEnergy. The plaintiffs
claimed that the effect of these actions caused stockholders to
purchase PanEnergy common stock at artificially inflated prices from
June 1990 through January 1991. The lawsuit was settled out of
court and the Plan, as a participant in the PanEnergy dividend
reinvestment program received its share of the settlement proceeds.
The settlement was allocated to individuals based on the number of
shares of PanEnergy common stock in their account as of December 31,
1990.
Member loans receivable. The amount of a member's loan may not be
more than the lesser of (1) 50% of the member's vested account
balance, or (2) $50,000 less the highest outstanding loan balance in
the previous 12 months. Loan terms range from one to five years.
The loans are secured by the balance in the member's account and
bear interest at a rate fixed for the life of the loan. The
interest rate is determined to be the prime interest rate plus 1% as
reported in the Wall Street Journal on the first business day of the
quarter preceding the date the loan was requested. Interest rates
for current outstanding loans range from 6% to 10%. Principal and
interest are paid ratably through monthly or semi-monthly payroll
deductions.
4. Federal Income Taxes
The Company has received a favorable determination letter from the
Internal Revenue Service that (i) the Plan as restated effective
January 1, 1989 met the requirements of section 401(a) of the Code
and the Trust established thereunder is exempt from federal income
tax under section 501(a) of the Code and (ii) the provisions of the
Plan as restated effective January 1, 1989 regarding tax-deferred
contributions constituted a qualified cash or deferred arrangement
within the meaning of section 401(k) of the Code. The Plan was
restated and amended, effective January 1, 1994, for administrative
changes. The Company has received a favorable determination letter
from the Internal Revenue Service that the Plan, as restated and
amended effective January 1, 1994, meets such requirements.
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ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
4. Federal Income Taxes (Continued)
The Company is entitled to deduct for federal income tax purposes the
amount of tax-deferred contributions and Employer matching
contributions made to the Plan. In general, neither such contributions
to the Plan nor the income of the Trust earned thereon and earned on
Members' after-tax contributions to the Plan will be taxable to Members
as income prior to the time such Members receive a distribution from
the Plan. A Member's after-tax contributions to the Plan are not
deductible from their taxable income. A Member's tax-deferred
contributions are excluded from their taxable income for the year
contributions are made, except for any amounts which exceed limitations
under the Code.
Certain tax consequences apply upon withdrawal and distribution of
amounts in a Member's accounts, therefore a Member should seek tax
advice prior to requesting a withdrawal or distribution.
5. Net Realized Gain (Loss) on Investments
The net realized gain (loss) on investments for the years ended
December 31, 1995 and 1996 were computed as follows:
<TABLE>
<CAPTION>
Company PanEnergy Growth Equity Balanced
Total Stock Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C> <C>
1995
Total proceeds $ 9,627,164 $ 7,587,169 $589,542 $ 637,832 $ 812,621
Total costs 8,201,171 6,380,374 548,556 539,283 732,958
Net realized
gain $ 1,425,993 $ 1,206,795 $ 40,986 $ 98,549 $ 79,663
1996
Total proceeds $20,685,659 $17,091,648 $289,106 $1,589,152 $1,715,753
Total costs 19,381,626 15,983,654 206,303 1,523,101 1,668,568
Net realized
gain $ 1,304,033 $ 1,107,994 $ 82,803 $ 66,051 $ 47,185
</TABLE>
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<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
6. Net Unrealized Appreciation (Depreciation) in Fair Value of Investments
A reconciliation of net unrealized appreciation (depreciation) in fair value
of investments at the beginning and end of 1995 and 1996 and the changes
therein are as follows:
<CAPTION>
Company PanEnergy Growth Equity Balanced
Total Stock Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Net appreciation (depreciation)
in fair value of investments
at January 1, 1995 $ 4,135,664 $ 5,019,095 $ 51,884 $(698,878) $(236,437)
Sales and purchases
during 1995 (525,422) (674,537) (10,687) 104,947 54,855
Net appreciation (depreciation)
in fair value of investments
during 1995 16,262,540 15,001,656 751,791 (133,906) 642,999
Net appreciation (depreciation)
in fair value of investments
at December 31, 1995 19,872,782 19,346,214 792,988 (727,837) 461,417
Sales and purchases
during 1996 (5,003,404) (5,026,947) (61,373) 172,399 (87,483)
Net appreciation in fair value
of investments during 1996 12,167,739 9,748,409 1,514,383 611,856 293,091
Net appreciation in fair value
of investments at
December 31, 1996 $27,037,117 $24,067,676 $2,245,998 $ 56,418 $ 667,025
</TABLE>
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<PAGE>
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Anadarko Employee Savings Plan:
We have audited the accompanying statements of net assets available
for benefits (with fund information) of the Anadarko Employee Savings
Plan (the Plan), as of December 31, 1996 and 1995 and the related
statements of changes in net assets available for benefits (with fund
information), for each of the years in the two-year period ended
December 31, 1996. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits (with fund information) of the Plan as of December 31, 1996
and 1995 and the changes in net assets available for benefits (with
fund information), for each of the years in the two-year period ended
December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, as amended. The supplemental
schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
[KPMG PEAT MARWICK LLP]
Houston, Texas
June 25, 1997
-13-
<PAGE>
<PAGE>
Schedule I
ANADARKO EMPLOYEE SAVINGS PLAN
Item 27a - Schedule of Assets held for Investment Purposes
December 31, 1996
Shares/Par Fair
Description Value Cost Value
Common Stock:
Anadarko Petroleum Corporation* 947,945 $37,311,764 $ 61,379,440
PanEnergy Corp 90,759 1,838,154 4,084,152
39,149,918 65,463,592
Mutual Funds:
American 20th Century Growth 377,637 8,206,285 8,262,703
George Putnam 622,471 9,541,508 10,208,533
17,747,793 18,471,236
Money Market - National Prime Fund 17,477,067 17,477,067 17,477,067
Member Loans* (6% to 10%
interest rates) --- 3,826,500 3,826,500
$78,201,278 $105,238,395
*Party-in-interest
S-1
<PAGE>
<PAGE>
Schedule IV
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1996
<CAPTION>
Number of Price/ Expenses Historical Fair Net Realized
Description Transactions Proceeds Incurred Cost Value Gain
<S> <C> <C> <C> <C> <C> <C>
Purchases:
Common Stock
Anadarko Petroleum
Corporation* 18 $ 8,508,176 $ 9,161 $ --- $ --- $ ---
Mutual Fund - George
Putnam 98 $ 5,877,216 $ --- $ --- $ --- $ ---
Money Market - Nations
Prime Fund 201 $31,423,615 $ --- $ --- $ --- $ ---
Sales:
Common Stock
Anadarko Petroleum
Corporation* 29 $16,405,979 $17,184 $10,297,735 $14,782,655 $1,623,324
Money Market - Nations
Prime Fund 192 $25,281,392 $ --- $25,281,392 $25,281,392 $ ---
"Reportable transactions" represent a single or series of related transactions
that exceeds 5% of the fair market value of Plan assets at the beginning of the
year.
*Party-in-interest
</TABLE>
S-2
<PAGE>
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Administrative Committee
Anadarko Employee Savings Plan:
We consent to incorporation by reference in the Registration
Statement (File No. 33-8643) on Form S-8 and S-3 of Anadarko
Petroleum Corporation of our report dated June 25, 1997, relating to
the statements of net assets available for benefits (with fund
information) including the related supplemental schedules, of the
Anadarko Employee Savings Plan as of December 31, 1996 and 1995 and
the related statements of changes in net assets available for
benefits (with fund information) for each of the years in the two-
year period ended December 31, 1996, which report appears in the
December 31, 1996 Annual Report on Form 11-K of the Anadarko Employee
Savings Plan.
[KPMG PEAT MARWICK LLP]
Houston, Texas
June 25, 1997
