<PAGE>
<PAGE>
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 June 30, 2000
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
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 and entitled to vote of the
Company's common stock as of July 13, 2000 is shown below:
Number of Shares
Title of Class Outstanding
Common Stock, par value $0.10 per share 128,367,439
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
thousands except June 30 June 30
per share amounts 2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues
Gas sales $152,583 $ 83,806 $254,726 $161,646
Oil and condensate sales 114,140 58,061 215,891 101,641
Natural gas liquids and other 39,620 19,652 82,777 34,596
Total 306,343 161,519 553,394 297,883
Cost and Expenses
Operating expenses 45,808 34,440 88,747 68,496
Administrative and general 30,076 23,195 60,162 47,604
Depreciation, depletion and
amortization 61,941 53,938 119,249 110,462
Other taxes 13,385 8,524 24,706 17,757
Impairments related to
international properties --- --- --- 20,000
Total 151,210 120,097 292,864 264,319
Operating Income 155,133 41,422 260,530 33,564
Interest Expense 20,524 18,504 41,618 37,142
Income (Loss) Before
Income Taxes 134,609 22,918 218,912 (3,578)
Income Taxes 56,941 12,226 99,445 6,085
Net Income (Loss) $ 77,668 $ 10,692 $119,467 $ (9,663)
Preferred Stock Dividends 2,730 2,730 5,460 5,460
Net Income (Loss) Available
to Common Stockholders $ 74,938 $ 7,962 $114,007 $(15,123)
Per Common Share
Net income (loss) - basic $ 0.58 $ 0.06 $ 0.89 $ (0.12)
Net income (loss) - diluted $ 0.56 $ 0.06 $ 0.86 $ (0.12)
Dividends $ 0.05 $ 0.05 $ 0.10 $ 0.10
Average Number of Common
Shares Outstanding 128,260 125,255 128,153 122,874
</TABLE>
See accompanying notes to consolidated financial statements.
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Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
thousands 2000 1999
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 4,639 $ 44,769
Accounts receivable 388,697 259,658
Inventories 51,111 46,090
Prepaid expenses 5,029 5,425
Total 449,476 355,942
Properties and Equipment
Original cost 6,361,229 5,917,195
Less accumulated depreciation,
depletion and amortization 2,348,890 2,236,044
Net properties and equipment - based on
the full cost method of accounting
for oil and gas properties 4,012,339 3,681,151
Deferred Charges 106,547 61,270
$4,568,362 $4,098,363
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED BALANCE SHEET (continued)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
thousands 2000 1999
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
Trade and other $ 343,659 $ 298,589
Banks 26,585 26,446
Accrued expenses
Interest 17,102 19,949
Taxes and other 38,548 42,187
Total 425,894 387,171
Long-term Debt 1,655,818 1,443,322
Deferred Credits
Deferred income taxes 669,531 576,804
Other 150,452 156,512
Total 819,983 733,316
Stockholders' Equity
Preferred stock, par value $1.00
(2,000,000 shares authorized, 200,000
shares issued as of June 30, 2000
and December 31, 1999) 200,000 200,000
Common stock, par value $0.10
(300,000,000 shares authorized,
130,365,310 and 129,620,333 shares
issued as of June 30, 2000 and
December 31, 1999, respectively) 13,037 12,962
Paid-in capital 696,075 633,957
Retained earnings (as of June 30, 2000,
retained earnings were not restricted
as to the payment of dividends) 864,666 763,480
Deferred compensation (6,298) (7,907)
Executives and Directors Benefits Trust,
at market value (2,000,000 shares as of
June 30, 2000 and December 31, 1999) (100,813) (67,938)
Total 1,666,667 1,534,554
$4,568,362 $4,098,363
</TABLE>
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)
<TABLE>
<CAPTION>
Six Months Ended
June 30
thousands 2000 1999
<S> <C> <C>
Cash Flow from Operating Activities
Net income (loss) $119,467 $ (9,663)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation, depletion and amortization 119,249 110,462
Amortization of restricted stock 808 715
Interest expense - zero coupon debentures 3,821 --
Deferred U.S. income taxes 61,570 (5,353)
Impairments of international properties -- 20,000
304,915 116,161
Increase in accounts receivable (129,039) (2,218)
Increase in inventories (5,021) (4,315)
Increase (decrease) in accounts payable -
trade and other and accrued expenses 38,584 (51,778)
Other items - net (18,804) (10,643)
Net cash provided by operating activities 190,635 47,207
Cash Flow from Investing Activities
Additions to properties and equipment (450,654) (261,024)
Sales and retirements of properties
and equipment 217 102,678
Proceeds from the sale of assets to be
leased, net -- 3,777
Net cash used in investing activities (450,437) (154,569)
Cash Flow from Financing Activities
Additions to debt 344,724 300,000
Retirements of debt (136,049) (419,587)
Issuance of common stock 29,139 259,002
Increase (decrease) in accounts payable,
banks 139 (14,342)
Dividends paid (18,281) (17,858)
Net cash provided by financing activities 219,672 107,215
Net Decrease in Cash and Cash Equivalents (40,130) (147)
Cash and Cash Equivalents at Beginning
of Period 44,769 17,008
Cash and Cash Equivalents at End of Period $ 4,639 $ 16,861
</TABLE>
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
General Anadarko Petroleum Corporation is engaged in the
exploration, development, production and marketing of natural gas,
crude oil, condensate and natural gas liquids (NGLs). The terms
"Anadarko" and "Company" refer to Anadarko Petroleum Corporation and
its subsidiaries. The principal subsidiaries of Anadarko are:
Anadarko Algeria Corporation; Anadarko Energy Services Company; and,
Anadarko Gathering Company.
2. Inventories Materials and supplies and natural gas inventories
are stated at the lower of average cost or market. Natural gas, when
sold from inventory, is charged to expense using the average cost
method. Oil, due from third-parties, is stated at market value. The
major classes of inventories are as follows:
<TABLE>
<CAPTION> June 30, December 31,
thousands 2000 1999
<S> <C> <C>
Oil, due from third-parties $26,820 $24,659
Natural gas, stored in inventory 12,718 7,260
Materials and supplies 11,573 14,171
$51,111 $46,090
</TABLE>
3. Properties and Equipment Oil and gas properties include costs
of $405,784,000 and $323,019,000 at June 30, 2000 and December 31,
1999, 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:
<TABLE>
<CAPTION>
June 30, December 31,
thousands 2000 1999
<S> <C> <C>
Commercial Paper $ 189,963 $ 198,322
Notes Payable, Banks 117,000 145,000
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
Zero Coupon Convertible
Debentures due 2020 348,545 ---
7 1/4% Debentures due 2025 310 100,000
7% Debentures due 2027 100,000 100,000
6.625% Debentures due 2028 100,000 100,000
7.20% Debentures due 2029 300,000 300,000
7.73% Debentures due 2096 100,000 100,000
7 1/4% Debentures due 2096 100,000 100,000
$1,655,818 $1,443,322
</TABLE>
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<PAGE>
Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
4. Long-term Debt (continued)
The commercial paper and notes payable to banks have been classified as
long-term debt in accordance with Statement of Financial Accounting
Standards (SFAS) No. 6, "Classification of Short-term Obligations Expected
to be Refinanced", under the terms of Anadarko's Bank Credit Agreements.
In March 2000, Anadarko issued $345,000,000 of Zero Coupon Convertible
Debentures due March 2020, with a face value at maturity of
$690,000,000. The Debentures were issued at a discount and accrue
interest at 3.50% annually until reaching face value at maturity;
however, interest will not be paid prior to maturity. The Debentures
are convertible into common stock at the option of the holder at any
time at a fixed conversion rate. A holder has the right to require
Anadarko to repurchase a Debenture at a specified price in March 2003,
2008 and 2013. The Debentures are redeemable at the option of Anadarko
after three years. The net proceeds from the offering were used to
repay floating interest rate debt.
In April 2000, the Company entered into a 364-Day Credit Agreement. The
364-Day Credit Agreement provides for $300,000,000 principal amount and
expires in 2001.
5. Preferred Stock In the first and second quarters of 2000 and
1999, dividends of $13.65 per share (equivalent to $1.365 per
Depositary Share) were paid to holders of preferred stock.
6. Common Stock Under the most restrictive provisions of the
Company's credit agreements, which limit the payment of dividends,
retained earnings of $864,666,000 and $763,480,000 were not restricted
as to the payment of dividends at June 30, 2000 and December 31, 1999,
respectively.
The Company's basic earnings per share (EPS) amounts have been computed
based on the average number of common shares outstanding. Diluted EPS
amounts include the effect of the Company's outstanding stock options
under the treasury stock method and the net effect of the assumed
conversion of the convertible debentures.
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<PAGE>
Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
6. Common Stock (continued)
The reconciliation between basic and diluted EPS is as follows:
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
thousands except Per Share Per Share
per share amounts Income Shares Amount Income Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Income available to
common stockholders $ 74,938 128,260 $0.58 $ 7,962 125,255 $0.06
Effect of convertible
debentures 1,930 8,024 -- --
Effect of dilutive
stock options -- 1,962 -- 1,113
Diluted EPS
Income available to
common stockholders plus
assumed conversion $ 76,868 138,246 $0.56 $ 7,962 126,368 $0.06
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
June 30, 2000 June 30, 1999
thousands except Per Share Per Share
per share amounts Income Shares Amount Loss Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Income (loss) available
to common stockholders $114,007 128,153 $0.89 $(15,123) 122,874 $(0.12)
Effect of convertible
debentures 2,445 5,349 -- --
Effect of dilutive
stock options -- 1,353 -- --
Diluted EPS
Income (loss) available
to common stockholders
plus assumed conversion $116,452 134,855 $0.86 $(15,123) 122,874 $(0.12)
</TABLE>
For the six months ended June 30, 1999, there were 556,000 common stock
equivalents related to outstanding stock options that were excluded
from the computation of diluted EPS, since they had an anti-dilutive
effect.
7. Statement of Cash Flows Supplemental Information The amounts of
cash paid (received) for interest (net of amounts capitalized) and
income taxes are as follows:
<TABLE>
<CAPTION>
Six Months Ended
June 30
thousands 2000 1999
<S> <C> <C>
Interest $39,709 $33,275
Income taxes $ 1,946 $ (187)
</TABLE>
-8-
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Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
8. Kansas Ad Valorem Tax The Natural Gas Policy Act of 1978
allowed a "severance, production or similar" tax to be included as an
add-on, over and above the maximum lawful price for natural gas. Based
on the Federal Energy Regulatory Commission (FERC) ruling that the
Kansas ad valorem tax was such a tax, the Company collected the Kansas
ad valorem tax.
Background of Present Litigation FERC's ruling regarding the
ability of producers to collect the Kansas ad valorem tax was appealed
to the United States Court of Appeals for the District of Columbia
Circuit (D.C. Circuit). The Court held in June 1988 that FERC failed
to provide a reasoned basis for its findings and remanded the case to
FERC.
Ultimately, the D.C. Circuit issued a decision on August 2, 1996
ruling that producers must refund all Kansas ad valorem taxes
collected relating to production since October 1983. The Company filed
a petition for writ of certiorari with the Supreme Court. That
petition was denied on May 12, 1997.
Anadarko estimates that the maximum amount of principal and interest
at issue which has not been paid to date, assuming that the October
1983 effective date remains in effect, is about $48,118,000 (pretax)
as of June 30, 2000.
FERC Proceedings Depending on future FERC orders, the Company
could be required to pay all or part of the amounts claimed by all
pipelines (which might include PanEnergy Corp) pending further
potential review by FERC or the courts.
PanEnergy Litigation On May 13, 1997, the Company filed a lawsuit
in the Federal District Court for the Southern District of Texas
against PanEnergy seeking declaration that pursuant to prior
agreements Anadarko is not required to issue refunds to PanEnergy for
the principal amount of $13,990,000 (pretax) and, if the petition for
adjustment is denied in its entirety by FERC with respect to PanEnergy
refunds, interest in an amount of $32,316,000 (pretax) as of June 30,
2000. The Company also seeks from PanEnergy the return of $816,000 of
the $830,000 (pretax) charged against income in 1993 and 1994. In
response to a motion filed by PanEnergy, the United States District
Court issued an order on March 17, 1998 staying the litigation,
pending the exercise by FERC of its regulatory jurisdiction.
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<PAGE>
Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
8. Kansas Ad Valorem Tax (continued)
FERC Order of October 13, 1998 On October 13, 1998, FERC issued a
final order on Anadarko's complaint. The order declares that Anadarko
Production Company (now an affiliate of Duke Energy) is responsible as
first seller for making refunds of Kansas ad valorem tax
reimbursements collected from 1983 through August 1, 1985. The Company
estimates this amount to be as much as $17,435,000. The Company is
responsible to make refunds for reimbursements it collected as first
seller from August 1, 1985 through 1988. On February 23, 2000, FERC
clarified its prior order stating the Company must, in the first
instance, make refunds for former subsidiaries of Anadarko Production
Company. The Company estimates this amount to be as much as
$28,399,000. The FERC order states that whether Anadarko Production
Company or the Company is entitled to reimbursement from another party
for the refunds ordered is a matter to be pursued in an appropriate
judicial forum. On January 15, 1999, FERC issued an order denying a
request for rehearing filed by PanEnergy and reaffirming the October
1998 order. FERC may, in the near future, issue an order based upon
the above allocation regarding when the refunds must be paid and the
specific refund amount. The issue of reimbursement will now be pursued
in U.S. District Court. On April 16, 1999, the U.S. District Court
ordered the parties to mediation. One session with the mediator has
been held. The Court has also set the matter for trial on the
November/December 2000 trial term. Supplemental motions for summary
judgement have been filed by both parties.
Kansas Corporation Commission (KCC) Proceeding On April 30, 1998,
the Company's subsidiary, Anadarko Gathering Company (AGC), filed a
petition with the KCC to clarify AGC's rights and obligations, if any,
related to the payment by first sellers of Kansas ad valorem tax
refunds. The refunds at issue relate to sales made by Anadarko
Production Company, a PanEnergy affiliate, through facilities known as
the Cimmaron River System during the time period from 1983 to 1988.
AGC purchased the Cimmaron River System from Centana, the successor of
Anadarko Production Company, in 1995. The petition, among other
things, asks the KCC to determine whether AGC or Anadarko Production
Company is responsible for the payment or distribution of refunds
received from first sellers to Anadarko Production Company's former
customers and requests guidance concerning the disposition of refunds
received that are attributable to sales made to Anadarko Production
Company customers that did not reimburse Anadarko Production Company
for Kansas ad valorem taxes during the relevant time periods. On June
1, 1999, the KCC entered an order approving the plan proposed by AGC.
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<PAGE>
Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
8. Kansas Ad Valorem Tax (continued)
Under this order, after the conclusion of all litigation related to
Kansas ad valorem tax proceedings, "AGC shall be authorized to deduct
from the amounts of refunds due for the period from 1986 to and
through 1988 all amounts shown not to have been collected by AGC's
predecessor in interest, Centana Energy Corporation by year, for the
period from 1986 through 1988." The order is now final.
Anadarko's net income for 1997 included a $1,800,000 charge (pretax)
related to the Kansas ad valorem tax refunds. This charge reflects all
principal and interest which may be due at the conclusion of all
regulatory proceedings and litigation to parties other than PanEnergy.
The Company is unable at this time to predict the final outcome of
this matter and no provision for liability (excluding amounts recorded
in 1993, 1994 and 1997) has been made in the accompanying financial
statements.
9. New Accounting Principles
Accounting for Derivatives SFAS No. 133, "Accounting for Derivative
Instruments and for Hedging Activities", as amended, provides guidance
for accounting for deravative instruments and hedging activities. In
July 1999, SFAS No. 137 "Deferral of the Effective Date of FASB
Statement 133", was issued and delays the effective date for one year,
to fiscal years beginning after June 15, 2000. The Company is
evaluating the impact of the provisions of SFAS No. 133.
Revenue Recognition The Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition
in Financial Statements" in December 1999. SAB No. 101 summarizes the
SEC staff's views in applying generally accepted accounting principles
to selected revenue recognition issues. The Company understands the SEC
staff is preparing a document to address significant implementation
issues related to SAB No. 101. To the extent that SAB No. 101
ultimately changes Anadarko's revenue recognition practices, Anadarko
will be required to adopt SAB No. 101 no later than the quarter
beginning October 1, 2000, with any cumulative effect adjustment
computed as of January 1, 2000. The Company is evaluating the impact
of the provisions of SAB No. 101.
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<PAGE>
Item 1. Financial Statements (continued)
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
10. 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 June 30, 2000 and
December 31, 1999, the results of operations for the three and
six months ended June 30, 2000 and 1999, and cash flows for the
six months ended June 30, 2000 and 1999.
11. Merger Transaction On April 2, 2000, Anadarko and Union
Pacific Resources Group Inc. (UPR) entered into an Agreement and Plan
of Merger (the Merger Agreement). On July 13, 2000, in separate
special meetings held in Houston and Fort Worth, Texas, the
shareholders of both companies voted overwhelmingly to approve the
merger transaction. Holders of approximately 93% of the Anadarko
common stock voting voted to approve the issuance of Anadarko common
stock in the merger. Holders of approximately 98% of the UPR common
stock voting voted to approve the merger. On July 14, 2000, Dakota
Merger Corp., a wholly owned subsidiary of Anadarko, merged with and
into UPR pursuant to the Merger Agreement. Each share of common stock
of UPR issued and outstanding, other than UPR shares held by UPR that
were canceled and retired, was converted into 0.455 shares of Anadarko
common stock. UPR stockholders who would otherwise receive fractional
shares of Anadarko common stock instead were entitled to receive a
cash payment for their fractional share interest. The merger will be
treated as a tax-free reorganization and accounted for as a purchase.
The purchase will be reflected in the Company's third quarter
financial statements.
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<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company has made in this report, and may from time to time
otherwise make in other public filings, press releases and discussions
with Company management, forward looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 concerning the Company's operations,
economic performance and financial condition. These forward looking
statements include information concerning future production and
reserves, schedules, plans, timing of development, contributions from
oil and gas properties, and those statements preceded by, followed by
or that otherwise include the words "believes", "expects",
"anticipates", "intends", "estimates", "projects", "target", "goal",
"plans", "objective", "should" or similar expressions or variations on
such expressions. For such statements, the Company claims the
protection of the safe harbor for forward looking statements contained
in the Private Securities Litigation Reform Act of 1995. Such
statements are subject to various risks and uncertainties, and actual
results could differ materially from those expressed or implied by such
statements due to a number of factors in addition to those discussed
elsewhere in this Form 10-Q and in the Company's other public filings,
press releases and discussions with Company management. Anadarko
undertakes no obligation to publicly update or revise any forward-
looking statements. See Additional Factors Affecting Business in the
Management's Discussion and Analysis of Financial Condition and Results
of Operations included in the Company's 1999 Annual Report on Form 10-K.
Overview of Operating Results
For the second quarter of 2000, Anadarko's net income available to
common shareholders was $74.9 million, or $0.58 per share (basic), on
revenues of $306.3 million. For the same period in 1999, net income was
$8 million, or $0.06 per share (basic), on revenues of $161.5 million.
The improved results in the second quarter were primarily due to
significantly higher commodity prices and increased production volumes.
Anadarko had no significant commodity price hedges in place during the
period.
For the first six months of 2000, Anadarko had net income available to
common stockholders of $114.0 million, or $0.89 per share (basic), on
revenues of $553.4 million. For the comparable period in 1999,
Anadarko had a net loss of $15.1 million, or $0.12 per common share, on
revenues of $297.9 million. The 1999 loss included a first quarter
1999 non-cash charge of $20 million ($12.8 million after taxes) related
to Anadarko's Eritrean exploration program. Excluding the impairment,
Anadarko had a net loss to common stockholders of $2.3 million, or
$0.02 per share for the first half of 1999. The improved revenues and
earnings were primarily due to significantly higher commodity prices
and increased production volumes.
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<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
The following table shows the Company's volumes and average prices for
the three and six months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Natural gas
Bcf 48.8 41.9 93.1 86.0
MMcf/d 536 461 511 475
Price per Mcf $3.20 $1.95 $2.84 $1.77
Crude oil and condensate
United States
MBbls 1,903 2,167 3,750 4,491
MBbls/d 21 24 21 25
Price per barrel $26.20 $14.65 $25.47 $12.20
Algeria
MBbls 2,256 1,647 4,223 3,291
MBbls/d 25 18 23 18
Price per barrel $28.36 $15.38 $28.13 $13.48
Total
MBbls 4,159 3,814 7,973 7,782
MBbls/d 46 42 44 43
Price per barrel $27.37 $14.97 $26.88 $12.74
Natural gas liquids
MBbls 1,914 1,530 3,920 3,162
MBbls/d 21 17 22 17
Price per barrel $20.10 $11.91 $20.43 $10.20
Total Energy Equivalent
Barrels (MMEEBs) 14.2 12.3 27.4 25.3
</TABLE>
___________
Bcf - billion cubic feet
MBbls - thousand barrels
MBbls/d - thousand barrels per day
Mcf - thousand cubic feet
MMcf/d - million cubic feet per day
MMEEBs - million energy equivalent barrels
-14-
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Costs and expenses during the second quarter of 2000 were $151.2
million, an increase of 26% compared to $120.1 million for the second
quarter of 1999. For the first six months of 2000, costs and expenses
totaled $292.9 million, an increase of 20% compared to $244.3 million,
excluding the impairment, for the first six months of 1999. The
increase for both periods in 2000 is primarily due to higher operating
expenses, depreciation, depletion and amortization expense and other
taxes related to the increase in production volumes and higher
administrative and general expenses associated with the Company's
workforce.
Interest expense for the second quarter of 2000 increased 11% to $20.5
million compared to $18.5 million for the second quarter of 1999. For
the first six months of 2000, interest expense was $41.6 million, an
increase of 12% compared to $37.1 million for the same period of 1999.
The increases in interest expense in 2000 are primarily due to higher
levels of long-term debt in 2000 compared to 1999.
Natural Gas Volumes and Prices Natural gas prices at the wellhead
averaged $3.20 per Mcf during the second quarter of 2000, up 64% from
the average of $1.95 per Mcf in the second quarter of 1999. Natural
gas production in the second quarter of 2000 averaged 536 MMcf/d, an
increase of 16% over the 461 MMcf/d in the same period last year. The
increase is due primarily to the continued strength of Anadarko's
Bossier Field natural gas play in East Texas.
The wellhead price for natural gas in the first half of 2000 averaged
$2.84 per Mcf, a 60% increase above the average of $1.77 per Mcf in the
same period last year. In the first six months of 2000, Anadarko's
natural gas production averaged 511 MMcf/d, up 8% from the 475 MMcf/d
in the same period last year.
Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices
Oil prices in the second quarter of 2000 averaged $27.37 per barrel, an
increase of 83% compared with $14.97 per barrel in the same quarter
last year. Total oil production in the second quarter of 2000 averaged
46 MBbls/d, up 9% from 42 MBbls/d in the second quarter of 1999. The
increased production is primarily due to Anadarko's oil production in
Algeria.
Anadarko's average oil price for the first half of 2000 was $26.88 per
barrel, up 111% from the $12.74 per barrel in the same period last
year. Anadarko's oil production for the first six months of 2000
averaged 44 MBbls/d, compared with 43 MBbls/d in the first half of
1999.
-15-
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
The prices during the second quarter of 2000 for Anadarko's natural gas
liquids (NGLs) averaged $20.10 per barrel, up 69% compared with $11.91
per barrel in the same quarter last year. Volumes of NGLs during the
second quarter of 2000 averaged 21 MBbls/d, an increase of 25% compared
with 17 MBbls/d in the second quarter of 1999.
Anadarko's average price during the first half of 2000 for NGLs was
$20.43 per barrel, an increase of 100% from $10.20 per barrel in the
first six months of last year. During the first half of 2000,
Anadarko's production of NGLs averaged 22 MBbls/d, an increase of 23%
compared with 17 MBbls/d in the same period in 1999.
Capital Expenditures, Liquidity and Dividends
During the first six months of 2000, Anadarko's capital spending
(including capitalized interest and overhead) was $450.7 million
compared to $261.0 million in the same period of 1999.
In March 2000, Anadarko issued $345 million of Zero Coupon Convertible
Debentures due March 2020, with a face value at maturity of $690
million. The Debentures were issued at a discount and accrue interest
at 3.50% annually until reaching face value at maturity; however,
interest will not be paid prior to maturity. The Debentures are
convertible into common stock at the option of the holder at any time
at a fixed conversion rate. A holder has the right to require Anadarko
to repurchase a Debenture at a specified price in March 2003, 2008 and
2013. The Debentures are redeemable at the option of Anadarko after
three years. The net proceeds from the offering were used to repay
floating interest rate debt.
In April 2000, the Company entered into a 364-Day Credit Agreement. The
364-Day Credit Agreement provides for $300 million principal amount and
expires in 2001.
In July 2000, Anadarko increased the 2000 capital budget to $1.5
billion. This amounts to a $384 million or 34% increase over the
combined total of Anadarko's previously announced capital budget of
$766 million and the $350 million remaining from the 2000 capital
budget of Union Pacific Resources Group Inc. (UPR), with which Anadarko
merged in July 2000. Anadarko's capital spending will focus on natural
gas projects in East Texas and Louisiana, gas assets in western Canada,
and gas and oil projects on the shelf, sub-salt and deep water
properties in the Gulf of Mexico. Anadarko also will pursue selected
high potential exploration projects in North America and
internationally.
-16-
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
The Company believes that cash flows and existing or available credit
facilities will provide the majority of funds to meet its capital and
operating requirements for 2000.
Merger Transaction
On April 2, 2000, Anadarko and UPR entered into an Agreement and Plan
of Merger (the Merger Agreement). On July 13, 2000, in separate
special meetings held in Houston and Fort Worth, Texas, the
shareholders of both companies voted overwhelmingly to approve the
merger transaction. Holders of approximately 93% of the Anadarko
common stock voting voted to approve the issuance of Anadarko common
stock in the merger. Holders of approximately 98% of the UPR common
stock voting voted to approve the merger. On July 14, 2000, Dakota
Merger Corp., a wholly owned subsidiary of Anadarko, merged with and
into UPR pursuant to the Merger Agreement. Each share of common stock
of UPR issued and outstanding, other than UPR shares held by UPR that
were canceled and retired, was converted into 0.455 shares of Anadarko
common stock. UPR stockholders who would otherwise receive fractional
shares of Anadarko common stock instead were entitled to receive a
cash payment for their fractional share interest. The merger will be
treated as a tax-free reorganization and accounted for as a purchase.
The purchase will be reflected in the Company's third quarter
financial statements.
Exploration and Development Activities
During the second quarter of 2000, Anadarko participated in a total of
97 wells, including 37 oil wells, 56 gas wells and 4 dry holes. This
compares to a total of 29 wells, including 3 oil wells, 22 gas wells
and 4 dry holes during the second quarter of 1999.
For the first six months of 2000, Anadarko participated in a total of
216 wells, including 79 oil wells, 129 gas wells and 8 dry holes. This
compares to a total of 84 wells, including 24 oil wells, 43 gas wells
and 17 dry holes during the first six months of 1999. The increase in
activity during 2000 was directly related to the increase in capital
expenditures due to higher commodity prices. This increase in activity
has led to higher production volumes. Following is a description of
activity during the first half of 2000.
-17-
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Onshore - Lower 48 States
Bossier Sand Play Drilling activity in Anadarko's second-largest
onshore gas field continued at a brisk pace during the second quarter
as five more rigs were added to those already running, bringing the
total number of rigs currently in operation to 26 (23 in East Texas and
three in Jackson Parish, Louisiana). Through the first six months of
2000, Anadarko has completed 67 wells in the Bossier Play. Gross
production at the end of the second quarter was approximately 210
million cubic feet per day (MMcf/d) of gas (163 MMcf/d of gas net).
Second quarter activity included the Blair A-3, a vertical well drilled
in the Dew Field of Freestone County. On May 2, natural gas volumes
from the well were at a rate of 51.5 MMcf/d. This represents the
highest single-well rate in the Company's Dew Gathering System, which
was modified to accommodate the significant increase in production.
Anadarko has an 82.5% working interest in the well.
As part of additional enhancements to its gas gathering facilities in
the Bossier, Anadarko began construction of its Buffalo Central
Gathering Facility (CGF) with plans to add more compression during the
third quarter. In addition, the Dowdy Ranch CGF went on-line during the
second quarter. Altogether, the three main gathering facilities have
increased the amount of natural gas volumes Anadarko can process to 350
MMcf/d. Other significant Bossier completions from the second quarter
include:
- Burgher D-6 (12.6 MMcf/d), Dowdy Ranch Field
- Burgher D-9 (9.9 MMcf/d), Dowdy Ranch Field
- Burgher D-8 (9.0 MMcf/d), Dowdy Ranch Field
- English No. 9 (8.9 MMcf/d), Mimms Creek Field
- B.K. Johnson B-8 (8.6 MMcf/d), Dew Field
- Burgher D-5 (8.5 MMcf/d), Dowdy Ranch Field
- Henderson No. 11 (7.6 MMcf/d), Mimms Creek Field
- Burgher D-7 (7.2 MMcf/d), Dowdy Ranch Field
- Henderson No. 9 (7.0 MMcf/d), Mimms Creek Field
- Eubanks Trust No. 7 (7.0 MMcf/d), Mimms Creek Field
Anadarko owns a 100% working interest in each of these wells, except
the B.K. Johnson B-8 in which it owns a 79% working interest.
-18-
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Anadarko's leasehold position in the Bossier Play, which exceeds
100,000 acres (gross), now extends beyond Freestone County and into
neighboring Leon County where the Company has acquired properties in
the Beargrass Field. The purchase covers 8,800 gross acres and includes
29 active wells with net production of 6.5 MMcf/d of gas and 1.2
million energy equivalent barrels of proven net reserves.
Hugoton Embayment In this traditional gas play, Anadarko had
several significant oil completions during the second quarter. In
Haskell County, Kansas, the first three wells of a four well deep
drilling program in the Eubank Field, tested at a combined rate of
1,301 barrels of oil per day (BOPD) and 1.85 MMcf/d of gas from seven
different pay intervals. Anadarko owns a 100% working interest in these
wells.
During the second quarter, Anadarko also completed the Wander A-4 well
in the Ryus East Field of Grant County, Kansas. The well tested 210
BOPD after being drilled to a total depth of 5,679 feet. Anadarko has a
100% working interest in this deep well.
Texas Panhandle Activity in Anadarko's West Panhandle Field of
Moore County, Texas continued at a healthy pace in the second quarter
as the Company moved forward with its comprehensive infill drilling
program in the shallow Red Cave formation. So far this year, Anadarko
has spudded 24 wells as part of the program, with those that have been
completed adding natural gas volumes of more than 20 MMcf/d. The
Company has a 100% working interest in these low-cost wells.
Paving the way for Anadarko's increased density drilling program in the
area was a recent ruling by state regulators validating the Company's
claim that a portion of the field was not being drained efficiently
with existing 640 acre spacing. The decision cleared the way for
Anadarko to begin drilling wells on 160 acre spacing.
Permian Basin In the increasingly active North Shugart Field of
Eddy County, New Mexico, Anadarko had three significant completions
during the second quarter. The Bone Spring wells tested at a combined
rate of 955 BOPD and 670 thousand cubic feet per day (Mcf/d) of gas.
The Company holds about 1,200 acres in the North Shugart Field, located
about 60 miles southeast of Roswell, New Mexico. Anadarko has a 100%
working interest in these wells.
-19-
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
As part of an ongoing waterflood program in the Snyder Field of Howard
County, Texas, Anadarko had combined production of 112 BOPD from the
Susie B. Snyder No. 2715 and Susie B. Snyder No. 2723 wells. Anadarko
has a 100% working interest in the San Angelo formation wells, which
were drilled as part of planned 27 well program now under way. The
Company also reported in the second quarter that the B.S. TXL "C" No.
3350 tested 67 BOPD, which is part of a 61 well drilling program.
Offshore - Gulf of Mexico
Sub-salt Using a jack-up rig, Anadarko completed the A-1 well in
the Mahogany Field. Production from the well has been off-line since
July 1999 as a result of mechanical problems. Anadarko is currently
drilling a deep exploratory test well below the main field pay
interval.
Construction of the production facilities to develop the Tanzanite
(Eugene Island 346) and Hickory (Grand Isle 110/111/116) discoveries
progressed during the second quarter. The Hickory jacket and platform
are planned for installation during August, followed by the
installation of the Tanzanite jacket and platform a few weeks later.
Production from these two fields is expected to commence in the fourth
quarter of 2000. Anadarko (operator) owns a 50% working interest in
Hickory and a 100% working interest in Tanzanite.
Deepwater Delineation of Anadarko's first deepwater discovery at
Marco Polo continued during the second quarter with the drilling of a
successful sidetrack. A third sidetrack is now drilling. Additional
sidetracks or wells may be drilled to fully evaluate this discovery.
Results from the original Marco Polo discovery well were officially
announced during the second quarter. The Green Canyon Block 608 No. 1
well encountered 320 feet of oil pay in two major intervals. The
Company owns a 100% working interest in the Marco Polo prospect, which
is located 160 miles off the Louisiana coast in 4,300 feet of water.
Conventional As part of an ongoing program to increase production
from the Matagorda Island 622/623 Complex, the C-8 well was completed
during the second quarter and production should commence shortly.
Natural gas volumes are expected to compare favorably with the C-7
well, which increased gross production from 215 MMcf/d to 295 MMcf/d.
The Company owns a 37.5% working interest in the complex.
-20-
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Alaska
Installation of production facilities at the Alpine Field on the North
Slope progressed in the second quarter. First production of 40,000 BOPD
(gross) is expected to begin in the fourth quarter of 2000, increasing
to 80,000 BOPD (gross) by early 2001. All of the various production
modules are now on site and crews are focused primarily on final checks
of the equipment for proper operation. Overall, the project is more
than 90% complete. Development drilling at Alpine has continued during
2000. Anadarko owns a 22% working interest in the Alpine Field.
Anadarko is continuing its North Slope exploration program, now
centered on evaluating drilling results from the Nanuk prospect,
located south of Alpine and in the National Petroleum Reserve - Alaska
(NPRA). Anadarko has completed drilling on the Clover, Rendezvous and
Spark prospects within the NPRA. Initial results, while not released,
are encouraging. Additional drilling is planned for the next drilling
season in the winter of 2000/2001.
International
Algeria During the second quarter, Anadarko marked the second
anniversary of first oil production from the Hassi Berkine South (HBNS)
Field on May 4, 1998. As of May 3, 2000, cumulative production from the
Central Production Facility (CPF) was 31.2 million barrels (gross),
with Anadarko's net cumulative oil exports totaling 10.3 million
barrels.
During the second quarter, the HBNS Field produced 70,950 BOPD (gross),
which was an increase from 60,300 BOPD in the first quarter. Water
injection operations have continued to progress and reservoir
performance is consistent with the Company's expectations. During the
second quarter, the HBNS-15, HBNS-32 and HBNS-2 wells were connected to
the water distribution system and commenced operations as injection
wells. Water injection is instrumental in helping to maximize oil
recovery. The HBNS-33 and HBNS-35 wells were completed as oil wells.
Meanwhile, construction of Stage II facilities continued in the second
quarter and when completed should increase gross HBNS production
capacity to 135,000 BOPD beginning in the third quarter of 2001.
Construction is also under way on a third production train to develop
the Hassi Berkine (HBN) Field, which is expected to add another 75,000
BOPD of gross production capacity in early 2002. The HBN Field is
unitized with the adjacent Sonatrach/ENI AGIP association. Development
drilling has recently begun in the HBN Field, where two wells will be
drilled in the third quarter.
-21-
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
At the Ourhoud Field (ORD), a letter of intent was entered into in
early July for an Engineering, Procurement and Construction contract
(EPC) for construction of a 230,000 BOPD production facility. The
contract is with a joint venture of Japan Gasoline Corp. (JGC) and
Initec, a Spanish company. First production is expected before year-
end 2002. Anadarko's second quarter drilling program included two
delineation wells in the ORD Field. The QB-10 and QB-11 wells
encountered the TAGI reservoir in a favorable structural position and
have been suspended as planned oil wells awaiting completion. The ORD
Field is unitized with the Sonatrach/CEPSA and Sonatrach/Burlington
Resources associations.
Tunisia In the Jenein Nord Block, Anadarko spudded an exploratory
well in the second quarter of 2000, which was still drilling at the end
of the quarter. The Company has a 50% interest in the 384,000 acre
block, prior to back-in by ETAP (Tunisia's national oil company).
Georgia During the second quarter, Anadarko entered into a
Production Sharing Contract (PSC) with the State of Georgia represented
by the State Agency for Regulation of Oil and Gas, Joint Stock Company
Saknavtobi, the Georgian national oil company, and British firm JKX Oil
and Gas plc. The agreement, signed June 26 in Georgia's capital of
Tbilisi, gives Anadarko exploration rights to three blocks covering
approximately 8,900 square kilometers on the Black Sea continental
shelf and extending 50 miles offshore. A portion of the contract area
is offshore the region of Abkhazia, which claims autonomy from Georgia,
and that portion of the contract is currently subject to force majeure
pending a resolution of the dispute.
The contract area, which is equivalent to 382 Gulf of Mexico blocks,
was originally issued in 1994 to Georgian British Oil Company, a joint
venture between a JKX affiliate and the Georgian national oil company.
The contract signed by Anadarko amends and restates a 1996 PSC executed
by JKX taking into account the establishment of an oil and gas law in
1999 that created the framework for encouraging more foreign
investment. Anadarko is the first western company to conduct an
exploration program in this area that has seen very little activity;
however, this area is prospective for oil and gas.
The terms of the PSC call for Anadarko to acquire a minimum of 1,000
kilometers of seismic within the first 18 months. Anadarko is currently
working with the Georgian government to secure the necessary seismic
permits. Besides the seismic acquisition program Anadarko expects to
conduct regional geologic studies and gravity and magnetics
evaluations, along with sea bed sampling.
Currently, Anadarko has committed only to meet the seismic acquisition
program. Any additional spending will be based on what is learned from
the geophysical data collected.
-22-
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
North Atlantic Anadarko has begun drilling the second exploratory
well on Tranche 61 in the United Kingdom North Atlantic Margin.
Operations are being carried out in 5,300 feet of water using a semi-
submersible rig. Anadarko has a 7.5% interest in the project. Anadarko
has a 50% interest in offsetting acreage on Tranche 63.
New Accounting Principles
Accounting for Derivatives Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
for Hedging Activities", as amended, provides guidance for accounting
for derivative instruments and hedging activities. In July 1999, SFAS
No. 137 "Deferral of the Effective Date of FASB Statement 133", was
issued and delays the effective date for one year, to fiscal years
beginning after June 15, 2000. The Company is evaluating the impact of
the provisions of SFAS No. 133.
Revenue Recognition The Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition
in Financial Statements" in December 1999. SAB No. 101 summarizes the SEC
staff's views in applying generally accepted accounting principles to
selected revenue recognition issues. The Company understands the SEC
staff is preparing a document to address significant implementation
issues related to SAB No. 101. To the extent that SAB No. 101
ultimately changes Anadarko's revenue recognition practices, Anadarko
will be required to adopt SAB No. 101 no later than the quarter
beginning October 1, 2000, with any cumulative effect adjustment
computed as of January 1, 2000. The Company is evaluating the impact
of the provisions of SAB No. 101.
-23-
<PAGE>
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Use of Derivatives Anadarko produces, purchases and sells natural
gas, crude oil and NGLs. As a result, Anadarko's financial results can
be significantly affected by changes in these commodity prices.
Anadarko uses derivative commodity instruments to hedge the Company's
exposure to changes in the market price of natural gas and crude oil,
and to provide methods to fix the price for natural gas independently
of the physical purchase or sale. Derivative commodity instruments
also provide methods to meet customer pricing requirements while
achieving a price structure consistent with the Company's overall
pricing strategy. While derivative commodity instruments are intended
to reduce the Company's exposure to declines in the market price of
natural gas and crude oil, the derivative commodity instruments may
also limit Anadarko's gain from increases in the market price of
natural gas and crude oil. As a result, gains and losses on derivative
commodity instruments are generally offset by similar changes in the
realized price of natural gas and crude oil. Gains and losses are
recognized in revenues for the periods to which the derivative
commodity instruments relate. In the event of a loss of correlation
between oil and gas reference prices for a derivative commodity
instrument and actual oil and gas prices, gains or losses for the
amount the instrument has not offset the change in actual prices are
recognized in the period.
Occasionally, the Company may enter into derivative commodity
instruments for trading purposes with the objective of generating
profits on or from exposure to shifts or changes in the market price
of natural gas and crude oil. These trading activities do not qualify
as hedges of production and are marked to market in the period.
Trading gains or losses are recorded with revenues from the
corresponding product. Anadarko's derivative commodity instruments
currently are comprised of futures, swaps and options contracts.
While the volume of derivative commodity instruments utilized by the
Company to hedge its market price risk can vary during the year within
the boundaries of its established policy guidelines, the fair value of
those instruments at June 30, 2000 and December 31, 1999 was, in the
judgment of the Company, immaterial. Additionally, through the use of
sensitivity analysis, the Company evaluates separately, for its non-
trading and trading activities, the potential effect that reasonably
possible near term changes in the market prices of natural gas and
crude oil may have on the fair value of the Company's derivative
commodity instruments. Based upon an analysis utilizing the actual
derivative contractual volumes and assuming a 10% adverse movement in
commodity prices, the potential decrease in the fair value of the
derivative commodity instruments at June 30, 2000 and December 31, 1999
does not have a material adverse effect on the financial position or
results of operations of the Company.
-24-
<PAGE>
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Anadarko is also exposed to risk resulting from changes in interest
rates as a result of the Company's variable and fixed interest rate
debt as well as fixed to floating interest rate swaps. The Company has
evaluated the potential effect that reasonably possible near term
changes in interest rates may have on the fair value of the Company's
various debt instruments and its interest rate swap agreements. Based
upon an analysis, utilizing the actual interest rates in effect as of
June 30, 2000 and December 31, 1999 and assuming a 10% increase in
interest rates, the potential decrease in the fair value of the
derivative interest swap instruments at June 30, 2000 and December 31,
1999 does not have a material effect on the financial position or
results of operations of the Company.
-25-
<PAGE>
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Kansas Ad Valorem Tax See Note 8 of the Notes to Consolidated
Financial Statements under Part I. Financial Information of this Form
10-Q.
Item 4. Submissions of Matters to a Vote of Security Holders
On April 27, 2000 the Company held its Annual Stockholders' Meeting.
(a) Messrs. Conrad P. Albert, Robert J. Allison, Jr. and John N. Seitz
were re-elected as Class II directors to serve for a term of three
years. Messrs. Ronald Brown, John R. Butler, Jr. 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 113,702,130 votes for and
743,183 votes withheld. Mr. Robert J. Allison, Jr. was re-elected
with 113,713,564 votes for and 731,749 votes withheld. Mr. John N.
Seitz was re-elected with 113,703,032 votes for and 742,281 votes
withheld.
-26-
<PAGE>
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibits not incorporated by reference to a prior filing are
designated by an asterisk (*) and are filed herewith; all exhibits
not so designated are incorporated herein by reference to a prior
filing as indicated.
<TABLE>
<CAPTION>
Exhibit Original Filed File
Number Description Exhibit Number
<S> <C> <C> <C>
2(a) Agreement and Plan of Merger 2.1 to Form 8-K dated 1-8968
dated as of April 2, 2000, April 2, 2000
among Anadarko, Subcorp and
UPR
(b) Amendment No. 1 to Rights 2.4 to Form 8-K dated 1-8968
Agreement, dated as of April 2, 2000
April 2, 2000 between
Anadarko and Rights Agent
3(a) Restated Certificate of 19(a)(i) to Form 10-Q 1-8968
Incorporation of Anadarko for quarter ended
Petroleum Corporation, September 30, 1986
dated August 28, 1986
(b) Amendment to the Restated 3(b) to Form 10-Q 1-8968
Certificate of Incorporation for quarter ended
of Anadarko Petroleum March 31, 1999
Corporation, dated
April 29, 1999
(c) Certificate of Correction 3(c) to Form 10-Q 1-8968
filed to correct the for quarter ended
Amendment to the Restated June 30, 1999
Certificate of Incorporation
of Anadarko Petroleum
Corporation, dated
June 15, 1999
(d) Certificate of Amendment of 4.1 to Form 8-K dated 1-8968
Anadarko's Restated July 28, 2000
Certificate of Incorporation
(e) By-laws of Anadarko 3(b) to Form 10-Q 1-8968
Petroleum Corporation, for quarter ended
as amended June 30, 1996
4(a) 364-Day Credit Agreement, 4(a) to Form 10-Q 1-8968
Dated as of April 14, 2000 for quarter ended
March 31, 2000
</TABLE>
-27-
<PAGE>
<PAGE>
Item 6. Exhibits and Reports on Form 8-K (continued)
<TABLE>
<CAPTION>
Exhibit Original Filed File
Number Description Exhibit Number
<S> <C> <C> <C>
*12 Computation of Ratios of
Earnings to Fixed Charges
and Earnings to Combined
Fixed Charges and Preferred
Stock Dividends
*27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
A report on Form 8-K dated April 2, 2000 was filed in which the
earliest event reported was April 2, 2000. This event was
reported under Item 5, "Other Events" and Item 7, "Exhibits".
-28-
<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)
August 11, 2000 By: [MICHAEL E. ROSE]
Michael E. Rose - Executive Vice President,
Finance and Chief Financial Officer
