<PAGE>
<PAGE>
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, 1997
Commission File No. 1-8968
ANADARKO PETROLEUM CORPORATION
17001 Northchase Drive, Houston, Texas 77060-2141
(281) 875-1101
Incorporated in the Employer Identification
State of Delaware No. 76-0146568
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.10 per share
Preferred Stock Purchase Rights
The above Securities are listed on the New York Stock Exchange.
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. ___X___.
The aggregate market value of the voting stock held by non-
affiliates of the registrant on January 30, 1998 was $3,549,075,000.
The number of shares outstanding of each of the registrant's
classes of common stock as of January 30, 1998 is shown below:
Title of Class Number of Shares Outstanding
Common Stock, par value $0.10 per share 59,899,994
<PAGE>
<PAGE>
Part of
Form 10-K Documents Incorporated by Reference
Part I Portions of the Anadarko Petroleum Corporation 1997 Annual
Report to Stockholders.
Part III Portions of the Proxy Statement, dated March 23, 1998,
for the Annual Meeting of Stockholders of Anadarko
Petroleum Corporation to be held April 30, 1998.
<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 26, 1998 [MICHAEL E. ROSE]
Michael E. Rose - Senior Vice President,
Finance and Chief Financial Officer
<PAGE>
<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, 1997
Commission File No. 1-8968
_______________
ANADARKO EMPLOYEE SAVINGS PLAN
_______________
ANADARKO PETROLEUM CORPORATION
17001 Northchase Drive
Houston, Texas 77060-2141
(281) 875-1101
<PAGE>
<PAGE>
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, 1997 1
Statement of Net Assets Available for Benefits
(with Fund Information), December 31, 1996 3
Statement of Changes in Net Assets Available for Benefits
(with Fund Information), Year Ended December 31, 1997 4
Notes to Financial Statements 8
Independent Auditors' Report 16
SCHEDULES
Schedule I - Item 27a - Schedule of Assets Held for
Investment Purposes, December 31, 1997 S-1
Schedule IV -Item 27d - Schedule of Reportable Transactions,
Year Ended December 31, 1997 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.
<PAGE>
<PAGE>
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits
(with Fund Information)
December 31, 1997
<CAPTION>
Growth
Company Equity Balanced Small-Cap
thousands except number of shares Stock Fund Fund Fund Equity Fund
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Anadarko Petroleum Corporation -
1,301,236 shares of common stock
(cost $61,838) $78,969 $ --- $ --- $---
Scudder Growth and Income Mutual Fund -
305,939 units (cost $8,966) --- 8,361 --- ---
George Putnam Mutual Fund -
530,843 units (cost $8,545) --- --- 9,545 ---
Franklin Balance Sheet Investment
Mutual Fund - 27,416 units (cost $970) --- --- --- 920
Janus Worldwide Mutual Fund - 28,691 units
(cost $1,181) --- --- --- ---
Vanguard Index 500 Mutual Fund - 15,269
units (cost $1,364) --- --- --- ---
Money market investments 936 --- --- ---
Member loans receivable 3,849 --- --- ---
83,754 8,361 9,545 920
Accrued interest and dividends
receivable 6 --- --- ---
Total assets 83,760 8,361 9,545 920
Liabilities 503 --- --- ---
Net assets available for benefits $83,257 $8,361 $9,545 $920
(Continued)
</TABLE>
-1-
<PAGE>
<PAGE>
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits (Continued)
(with Fund Information)
December 31, 1997
<CAPTION>
Global S&P 500 Money
thousands except number of shares Fund Index Fund Market Fund Total
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Anadarko Petroleum Corporation -
1,301,236 shares of common stock
(cost $61,838) $ --- $ --- $ --- $ 78,969*
Scudder Growth and Income Mutual Fund -
305,939 units (cost $8,966) --- --- --- 8,361*
George Putnam Mutual Fund -
530,843 units (cost $8,545) --- --- --- 9,545*
Franklin Balance Sheet Investment
Mutual Fund - 27,416 units (cost $970) --- --- --- 920
Janus Worldwide Mutual Fund - 28,691 units
(cost $1,181) 1,084 --- --- 1,084
Vanguard Index 500 Mutual Fund - 15,269
units (cost $1,364) --- 1,375 --- 1,375
Money market investments --- --- 11,108 12,044*
Member loans receivable --- --- --- 3,849
1,084 1,375 11,108 116,147
Accrued interest and dividends
receivable --- --- 49 55
Total assets 1,084 1,375 11,157 116,202
Liabilities 65 --- --- 568
Net assets available for benefits $1,019 $1,375 $11,157 $115,634
*Represents more than 5% of net assets available for benefits.
See accompanying notes to financial statements.
</TABLE>
-2-
<PAGE>
<PAGE>
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits
(with Fund Information)
December 31, 1996
<CAPTION>
Growth
Company PanEnergy Equity Balanced Money
thousands except number of shares Stock Fund Stock Fund Fund Fund Market Fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Anadarko Petroleum Corporation -
947,945 shares of common stock
(cost $37,311) $61,379 $ --- $ --- $ --- $ --- $ 61,379*
PanEnergy Corp - 90,759 shares
of common stock (cost $1,838) --- 4,084 --- --- --- 4,084
American 20th Century Growth Mutual
Fund - 377,637 units (cost $8,207) --- --- 8,263 --- --- 8,263*
George Putnam Mutual Fund -
622,471 units (cost $9,542) --- --- --- 10,209 --- 10,209*
Money market investments 1,087 38 --- --- 16,352 17,477*
Member loans receivable 3,827 --- --- --- --- 3,827
66,293 4,122 8,263 10,209 16,352 105,239
Accrued interest and dividends
receivable 31 --- 1 1 73 106
Member contributions receivable 372 --- 110 99 74 655
Other assets 105 --- 8 13 2 128
Total assets 66,801 4,122 8,382 10,322 16,501 106,128
Liabilities --- --- 53 --- --- 53
Net assets available for benefits $66,801 $4,122 $8,329 $10,322 $16,501 $106,075
*Represents more than 5% of net assets available for benefits.
See accompanying notes to financial statements.
</TABLE>
-3-
<PAGE>
<PAGE>
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
(with Fund Information)
For the Year Ended December 31, 1997
<CAPTION>
Duke Energy/ Growth
Company PanEnergy Equity Balanced Small-Cap
thousands Stock Fund Stock Fund Fund Fund Equity Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends on Anadarko Petroleum
Corporation common stock $ 348 $ --- $ --- $ --- $---
Dividends on Duke Energy/PanEnergy
Corporation common stock --- 125 --- --- ---
Dividends on Scudder Growth and
Income units --- --- 50 --- ---
Dividends on George Putnam units --- --- --- 977 ---
Dividends on Franklin Balance Sheet
Investment units --- --- --- --- 46
Dividends on Janus Worldwide units --- --- --- --- ---
Dividends on Vanguard Index 500
units --- --- --- --- ---
Interest earned 46 4 2 --- ---
Interest income on participant loans 345 --- --- --- ---
Total investment income 739 129 52 977 46
Investment expenses:
Administrative expenses
(fees and commissions) 36 5 --- --- ---
Net investment income 703 124 52 977 46
Net realized gain (loss) on investments 114 634 2,359 288 (2)
Net unrealized appreciation (depreciation)
in fair value of investments $(2,861) $ --- $ (605) $ 551 $(50)
(Continued)
</TABLE>
-4-
<PAGE>
<PAGE>
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits (Continued)
(with Fund Information)
For the Year Ended December 31, 1997
<CAPTION>
Global S&P 500 Money
thousands Fund Index Fund Market Fund Total
<S> <C> <C> <C> <C>
Investment income:
Dividends on Anadarko Petroleum
Corporation common stock $--- $-- $--- $ 348
Dividends on Duke Energy
Corporation common stock --- -- --- 125
Dividends on Scudder Growth and
Income units --- -- --- 50
Dividends on George Putnam units --- -- --- 977
Dividends on Franklin Balance Sheet
Investment units --- -- --- 46
Dividends on Janus Worldwide units 65 -- --- 65
Dividends on Vanguard Index 500
units --- 14 --- 14
Interest earned --- -- 712 764
Interest income on participant loans --- -- --- 345
Total investment income 65 14 712 2,734
Investment expenses:
Administrative expenses
(fees and commissions) --- -- --- 41
Net investment income 65 14 712 2,693
Net realized gain (loss) on investments (7) (2) --- 3,384
Net unrealized appreciation (depreciation)
in fair value of investments $(97) $11 $--- $(3,051)
(Continued)
</TABLE>
-5-
<PAGE>
<PAGE>
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits (Continued)
(with Fund Information)
For the Year Ended December 31, 1997
<CAPTION>
Duke Energy/ Growth
Company PanEnergy Equity Balanced Small-Cap
thousands except number of shares Stock Fund Stock Fund Fund Fund Equity Fund
<S> <C> <C> <C> <C> <C>
Contributions:
Member $3,815 $ --- $1,075 $1,148 $ 20
Employer
Anadarko Petroleum Corporation
common stock (76,061 shares) 4,314 --- --- --- ---
8,129 --- 1,075 1,148 20
Interfund transfers 12,157 (4,606) (2,576) (3,240) 906
Additional contributions
resulting from forfeitures 77 --- --- --- ---
Total contributions 20,363 (4,606) (1,501) (2,092) 926
Withdrawals:
Distributions to Members 1,786 274 273 501 ---
Forfeitures 77 --- --- --- ---
Total withdrawals 1,863 274 273 501 ---
Increase (decrease) in net assets
during the year 16,456 (4,122) 32 (777) 920
Net assets at beginning of year 66,801 4,122 8,329 10,322 ---
Net assets at end of year $83,257 $ --- $8,361 $ 9,545 $920
(Continued)
</TABLE>
-6-
<PAGE>
<PAGE>
<TABLE>
ANADARKO EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits (Continued)
(with Fund Information)
For the Year Ended December 31, 1997
<CAPTION>
Global S&P 500 Money
thousands except number of shares Fund Index Fund Market Fund Total
<S> <C> <C> <C> <C>
Contributions:
Member $ 47 $ 163 $810 $ 7,078
Employer
Anadarko Petroleum Corporation
common stock (76,061 shares) --- --- --- 4,314
47 163 810 11,392
Interfund transfers 1,011 1,189 (4,841) ---
Additional contributions
resulting from forfeitures --- --- --- 77
Total contributions 1,058 1,352 (4,031) 11,469
Withdrawals:
Distributions to Members --- --- 2,025 4,859
Forfeitures --- --- --- 77
Total withdrawals --- --- 2,025 4,936
Increase (decrease) in net assets
during the year 1,019 1,375 (5,344) 9,559
Net assets at beginning of year --- --- 16,501 106,075
Net assets at end of year $1,019 $1,375 $11,157 $115,634
</TABLE>
See accompanying notes to financial statements.
-7-
<PAGE>
<PAGE>
ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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 1997, 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. Effective October 1, 1997, a
five-cents per share brokerage fee was charged to participants for each share
of APC stock transferred out of the Company Stock Fund.
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.
Realized gains and losses are based on the difference between fair values of
the withdrawn securities at the trade date and the fair value at January 1.
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. The financial statements and accompanying notes relate to the
Plan as in effect on December 31, 1997.
-8-
<PAGE>
<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
of 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 1997, employee forfeitures were $77,000. 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.
-9-
<PAGE>
<PAGE>
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 growth 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 Growth Equity Fund.
Option 3 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 3. Amounts invested under Option 3
shall be invested as one fund referred to as the Balanced Fund.
Option 4 In such general small-cap 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 4. Amounts invested under Option 4 shall be invested as
one fund referred to as the Small-Cap Equity Fund.
Option 5 In such general worldwide 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 refunds
which have investment guidelines and criteria which are consistent
with this Option 5. Amounts invested under Option 5 shall be
invested as one fund referred to as the Global Fund.
-10-
<PAGE>
<PAGE>
ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Investment Programs (Continued)
Option 6 In such general equity index 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 6. Amounts invested under Option 6 shall be invested as
one fund referred to as the S&P 500 Index Fund.
Option 7 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 7. Amounts invested
under Option 7 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).
As of December 31, 1997, a total of 530 Members were investing their
contribubutions in the Company Stock Fund, 59 Members were investing their
contributions in the Money Market Fund, 32 Members were investing their
contributions in the Balanced Fund, 30 Members were investing their
contributions in the Growth Equity Fund, 3 Members were investing their
contributions in the S&P 500 Index Fund, 2 Members were investing their
contributions in the Global Fund, 0 Members were investing their contributions
in the Small-Cap Equity Fund and 566 Members were investing their
contributions in a combination of funds.
A separate 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. In June 1997, Duke Power Company merged with
PanEnergy Corp and changed its name to Duke Energy Corporation.
-11-
<PAGE>
<PAGE>
ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Investment Programs (Continued)
The Duke Energy/PanEnergy Stock Fund was eliminated from the Employee Savings
Plan effective December 31, 1997. Participants either transferred to a
different investment alternative or withdrew balances from this fund. Any
remaining balance in this fund was automatically transferred to the Money
Market Fund on December 31, 1997.
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.
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.
-12-
<PAGE>
<PAGE>
ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
5. Net Realized Gain (Loss) on Investments
The net realized gain (loss) on investments for the year ended December 31,
1997 was computed as follows:
Duke Energy/
Company PanEnergy Growth Equity Balanced
thousands Stock Fund Stock Fund Fund Fund
Total proceeds $12,035 $4,887 $13,859 $4,881
Total costs 11,921 4,253 11,500 4,593
Net realized
gain $ 114 $ 634 $ 2,359 $ 288
(Continued)
Small-Cap Global S&P 500
thousands Equity Fund Fund Index Fund Total
(Continued)
Total proceeds $69 $157 $163 $36,051
Total costs 71 164 165 32,667
Net realized
gain (loss) $(2) $ (7) $ (2) $ 3,384
-13-
<PAGE>
<PAGE>
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 1997 and
the changes therein are as follows:
<TABLE>
<CAPTION>
Duke Energy/
Company PanEnergy Growth Equity Balanced
thousands Stock Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Net appreciation in fair value of
investments at January 1, 1997 $24,068 $2,246 $ 56 $ 667
Sales and purchases
during 1997 (4,076) (2,246) (56) (218)
Net appreciation (depreciation)
in fair value of investments
during 1997 (2,861) --- (605) 551
Net appreciation (depreciation)
in fair value of investments
at December 31, 1997 $17,131 $ --- $(605) $ 1,000
(Continued)
Small-cap Global S&P 500
Equity Fund Fund Index Fund Total
Net appreciation in fair value of
investments at January 1, 1997 $--- $--- $--- $27,037
Sales and purchases
during 1997 --- --- --- (6,596)
Net appreciation (depreciation)
in fair value of investments
during 1997 (50) (97) 11 (3,051)
Net appreciation (depreciation)
in fair value of investments
at December 31, 1997 $(50) $(97) $ 11 $17,390
</TABLE>
-14-
<PAGE>
<PAGE>
ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
7. Subsequent Events
On April 30, 1998, the Board of Directors of Anadarko approved a
two-for-one stock split, to be effected in the form of a 100 percent
stock dividend. The distribution date is July 1, 1998 to
stockholders of record on June 15, 1998.
-15-
<PAGE>
<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, 1997 and 1996 and the related statement
of changes in net assets available for benefits (with fund information),
for the year ended December 31, 1997. 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, 1997 and 1996 and the changes
in net assets available for benefits (with fund information), for the year
ended December 31, 1997, 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 12, 1998
-16-
<PAGE>
<PAGE>
Schedule I
ANADARKO EMPLOYEE SAVINGS PLAN
Item 27a - Schedule of Assets held for Investment Purposes
December 31, 1997
Shares/Par Fair
Description Value Cost Value
thousands except number of shares
Common Stock:
Anadarko Petroleum Corporation* 1,301,236 $61,838 $ 78,969
Mutual Funds:
Scudder Growth and Income 305,939 8,966 8,361
George Putnam 530,843 8,545 9,545
Franklin Balance Sheet
Investment 27,416 970 920
Janus Worldwide 28,691 1,181 1,084
Vanguard Index 500 15,269 1,364 1,375
21,026 21,285
Money Market - National Prime
Fund 12,043,861 12,044 12,044
Member Loans* (6% to 10%
interest rates) --- 3,849 3,849
$98,757 $116,147
*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, 1997
<CAPTION>
Number of Price/ Expenses Historical Fair Net Realized
Description Transactions Proceeds Incurred Cost Value Gain
<S> <C> <C> <C> <C> <C> <C>
thousands except number
of transactions
Purchases:
Anadarko Petroleum
Corporation Common Stock* 78 $27,615 $ 26 $ --- $ --- $ ---
Mutual Fund - Scudder
Growth and Equity 20 $10,565 $--- $ --- $ --- $ ---
Money Market - Nations
Prime Fund 334 $54,378 $--- $ --- $ --- $ ---
Sales:
Anadarko Petroleum
Corporation Common Stock* 29 $11,327 $ 10 $ 7,206 $10,688 $ 639
Mutual Fund - American
20th Century 52 $12,243 $--- $ 9,804 $ 9,861 $2,382
Money Market - Nations
Prime Fund 324 $61,151 $--- $61,151 $61,151 $ ---
"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 12, 1998, 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, 1997 and 1996 and the related statement of changes in net
assets available for benefits (with fund information) for the year ended
December 31, 1997, which report appears in the December 31, 1997 Annual
Report on Form 11-K of the Anadarko Employee Savings Plan.
[KPMG Peat Marwick LLP]
Houston, Texas
June 26, 1998
