Delaware
|
|
76-0146568
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
1201 Lake Robbins Drive, The Woodlands, Texas
|
|
77380-1046
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Class
|
|
Number of Shares Outstanding
|
Common Stock, par value $0.10 per share
|
|
558,900,897
|
|
Page
|
|
Item 1.
|
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Item 2.
|
||
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||
|
||
|
||
|
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|
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Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions except per-share amounts
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues and Other
|
|
|
|
|
|
|
|
|
||||||||
Oil and condensate sales
|
|
$
|
1,239
|
|
|
$
|
1,229
|
|
|
$
|
3,214
|
|
|
$
|
4,264
|
|
Natural-gas sales
|
|
435
|
|
|
484
|
|
|
1,121
|
|
|
1,612
|
|
||||
Natural-gas liquids sales
|
|
227
|
|
|
183
|
|
|
640
|
|
|
644
|
|
||||
Gathering, processing, and marketing sales
|
|
350
|
|
|
334
|
|
|
895
|
|
|
932
|
|
||||
Gains (losses) on divestitures and other, net
|
|
(358
|
)
|
|
(542
|
)
|
|
(388
|
)
|
|
(807
|
)
|
||||
Total
|
|
1,893
|
|
|
1,688
|
|
|
5,482
|
|
|
6,645
|
|
||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas operating
|
|
198
|
|
|
262
|
|
|
608
|
|
|
784
|
|
||||
Oil and gas transportation
|
|
256
|
|
|
265
|
|
|
744
|
|
|
853
|
|
||||
Exploration
|
|
304
|
|
|
1,074
|
|
|
506
|
|
|
2,260
|
|
||||
Gathering, processing, and marketing
|
|
291
|
|
|
289
|
|
|
758
|
|
|
798
|
|
||||
General and administrative
|
|
362
|
|
|
303
|
|
|
1,116
|
|
|
888
|
|
||||
Depreciation, depletion, and amortization
|
|
1,069
|
|
|
1,111
|
|
|
3,202
|
|
|
3,581
|
|
||||
Other taxes
|
|
148
|
|
|
127
|
|
|
422
|
|
|
460
|
|
||||
Impairments
|
|
27
|
|
|
758
|
|
|
61
|
|
|
3,571
|
|
||||
Other operating expense
|
|
31
|
|
|
48
|
|
|
54
|
|
|
117
|
|
||||
Total
|
|
2,686
|
|
|
4,237
|
|
|
7,471
|
|
|
13,312
|
|
||||
Operating Income (Loss)
|
|
(793
|
)
|
|
(2,549
|
)
|
|
(1,989
|
)
|
|
(6,667
|
)
|
||||
Other (Income) Expense
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
220
|
|
|
199
|
|
|
657
|
|
|
616
|
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
||||
(Gains) losses on derivatives, net
|
|
25
|
|
|
282
|
|
|
629
|
|
|
123
|
|
||||
Other (income) expense, net
|
|
(31
|
)
|
|
47
|
|
|
(86
|
)
|
|
109
|
|
||||
Tronox-related contingent loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Total
|
|
214
|
|
|
528
|
|
|
1,324
|
|
|
853
|
|
||||
Income (Loss) Before Income Taxes
|
|
(1,007
|
)
|
|
(3,077
|
)
|
|
(3,313
|
)
|
|
(7,520
|
)
|
||||
Income tax expense (benefit)
|
|
(260
|
)
|
|
(917
|
)
|
|
(957
|
)
|
|
(2,232
|
)
|
||||
Net Income (Loss)
|
|
(747
|
)
|
|
(2,160
|
)
|
|
(2,356
|
)
|
|
(5,288
|
)
|
||||
Net income (loss) attributable to noncontrolling interests
|
|
83
|
|
|
75
|
|
|
200
|
|
|
154
|
|
||||
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
(830
|
)
|
|
$
|
(2,235
|
)
|
|
$
|
(2,556
|
)
|
|
$
|
(5,442
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Per Common Share
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
(1.61
|
)
|
|
$
|
(4.41
|
)
|
|
$
|
(5.00
|
)
|
|
$
|
(10.73
|
)
|
Net income (loss) attributable to common stockholders—diluted
|
|
$
|
(1.61
|
)
|
|
$
|
(4.41
|
)
|
|
$
|
(5.00
|
)
|
|
$
|
(10.73
|
)
|
Average Number of Common Shares Outstanding—Basic
|
|
517
|
|
|
508
|
|
|
512
|
|
|
508
|
|
||||
Average Number of Common Shares Outstanding—Diluted
|
|
517
|
|
|
508
|
|
|
512
|
|
|
508
|
|
||||
Dividends (per common share)
|
|
$
|
0.05
|
|
|
$
|
0.27
|
|
|
$
|
0.15
|
|
|
$
|
0.81
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net Income (Loss)
|
|
$
|
(747
|
)
|
|
$
|
(2,160
|
)
|
|
$
|
(2,356
|
)
|
|
$
|
(5,288
|
)
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
||||||||
Adjustments for derivative instruments
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
|
|
2
|
|
|
2
|
|
|
7
|
|
|
7
|
|
||||
Income taxes on reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Total adjustments for derivative instruments, net of taxes
|
|
1
|
|
|
1
|
|
|
4
|
|
|
4
|
|
||||
Adjustments for pension and other postretirement plans
|
|
|
|
|
|
|
|
|
||||||||
Net gain (loss) incurred during period
|
|
(157
|
)
|
|
—
|
|
|
(347
|
)
|
|
—
|
|
||||
Income taxes on net gain (loss) incurred during period
|
|
58
|
|
|
—
|
|
|
128
|
|
|
—
|
|
||||
Prior service credit (cost) incurred during period
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Income taxes on prior service credit (cost) incurred during period
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Amortization of net actuarial (gain) loss to general and administrative expense
|
|
114
|
|
|
13
|
|
|
156
|
|
|
39
|
|
||||
Income taxes on amortization of net actuarial (gain) loss to general and administrative expense
|
|
(43
|
)
|
|
(5
|
)
|
|
(59
|
)
|
|
(14
|
)
|
||||
Amortization of net prior service (credit) cost to general and administrative expense
|
|
(6
|
)
|
|
1
|
|
|
(27
|
)
|
|
2
|
|
||||
Income taxes on amortization of net prior service (credit) cost to general and administrative expense
|
|
2
|
|
|
(1
|
)
|
|
10
|
|
|
(1
|
)
|
||||
Total adjustments for pension and other postretirement plans, net of taxes
|
|
(32
|
)
|
|
8
|
|
|
(139
|
)
|
|
26
|
|
||||
Total
|
|
(31
|
)
|
|
9
|
|
|
(135
|
)
|
|
30
|
|
||||
Comprehensive Income (Loss)
|
|
(778
|
)
|
|
(2,151
|
)
|
|
(2,491
|
)
|
|
(5,258
|
)
|
||||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
83
|
|
|
75
|
|
|
200
|
|
|
154
|
|
||||
Comprehensive Income (Loss) Attributable to Common Stockholders
|
|
$
|
(861
|
)
|
|
$
|
(2,226
|
)
|
|
$
|
(2,691
|
)
|
|
$
|
(5,412
|
)
|
millions
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents ($146 and $100 related to VIEs)
|
|
$
|
3,980
|
|
|
$
|
939
|
|
Accounts receivable (net of allowance of $12 and $11)
|
|
|
|
|
||||
Customers ($56 and $81 related to VIEs)
|
|
848
|
|
|
652
|
|
||
Others ($68 and $84 related to VIEs)
|
|
743
|
|
|
1,817
|
|
||
Other current assets
|
|
347
|
|
|
573
|
|
||
Total
|
|
5,918
|
|
|
3,981
|
|
||
Properties and Equipment
|
|
|
|
|
||||
Cost
|
|
69,089
|
|
|
70,683
|
|
||
Less accumulated depreciation, depletion, and amortization
|
|
37,990
|
|
|
36,932
|
|
||
Net properties and equipment ($5,037 and $4,859 related to VIEs)
|
|
31,099
|
|
|
33,751
|
|
||
Other Assets
($614 and $644 related to VIEs)
|
|
2,203
|
|
|
2,268
|
|
||
Goodwill and Other Intangible Assets
($1,230 and $1,220 related to VIEs)
|
|
6,197
|
|
|
6,331
|
|
||
Total Assets
|
|
$
|
45,417
|
|
|
$
|
46,331
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable ($185 and $179 related to VIEs)
|
|
$
|
1,983
|
|
|
$
|
2,850
|
|
Current asset retirement obligations
|
|
232
|
|
|
309
|
|
||
Interest payable
|
|
145
|
|
|
247
|
|
||
Other taxes payable ($32 and $18 related to VIEs)
|
|
313
|
|
|
318
|
|
||
Accrued expenses
|
|
301
|
|
|
424
|
|
||
Short-term debt
|
|
788
|
|
|
32
|
|
||
Total
|
|
3,762
|
|
|
4,180
|
|
||
Long-term Debt
|
|
15,090
|
|
|
15,636
|
|
||
Other Long-term Liabilities
|
|
|
|
|
||||
Deferred income taxes
|
|
4,343
|
|
|
5,400
|
|
||
Asset retirement obligations ($137 and $127 related to VIEs)
|
|
1,744
|
|
|
1,750
|
|
||
Other
|
|
4,566
|
|
|
3,908
|
|
||
Total
|
|
10,653
|
|
|
11,058
|
|
||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Common stock, par value $0.10 per share (1.0 billion shares authorized, 571.7 million and 528.3 million shares issued)
|
|
57
|
|
|
52
|
|
||
Paid-in capital
|
|
11,842
|
|
|
9,265
|
|
||
Retained earnings
|
|
2,246
|
|
|
4,880
|
|
||
Treasury stock (20.7 million and 20.0 million shares)
|
|
(1,027
|
)
|
|
(995
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(518
|
)
|
|
(383
|
)
|
||
Total Stockholders’ Equity
|
|
12,600
|
|
|
12,819
|
|
||
Noncontrolling interests
|
|
3,312
|
|
|
2,638
|
|
||
Total Equity
|
|
15,912
|
|
|
15,457
|
|
||
Total Liabilities and Equity
|
|
$
|
45,417
|
|
|
$
|
46,331
|
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2015
|
|
$
|
52
|
|
|
$
|
9,265
|
|
|
$
|
4,880
|
|
|
$
|
(995
|
)
|
|
$
|
(383
|
)
|
|
$
|
2,638
|
|
|
$
|
15,457
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
(2,556
|
)
|
|
—
|
|
|
—
|
|
|
200
|
|
|
(2,356
|
)
|
|||||||
Common stock issued
|
|
5
|
|
|
2,307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,312
|
|
|||||||
Dividends—common stock
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||||
Subsidiary equity transactions
|
|
—
|
|
|
270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
734
|
|
|
1,004
|
|
|||||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
(260
|
)
|
|||||||
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||
Adjustments for pension and other postretirement plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
|||||||
Balance at September 30, 2016
|
|
$
|
57
|
|
|
$
|
11,842
|
|
|
$
|
2,246
|
|
|
$
|
(1,027
|
)
|
|
$
|
(518
|
)
|
|
$
|
3,312
|
|
|
$
|
15,912
|
|
|
|
Nine Months Ended
September 30, |
||||||
millions
|
|
2016
|
|
2015
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(2,356
|
)
|
|
$
|
(5,288
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
|
|
|
|
|
||||
Depreciation, depletion, and amortization
|
|
3,202
|
|
|
3,581
|
|
||
Deferred income taxes
|
|
(1,121
|
)
|
|
(2,627
|
)
|
||
Dry hole expense and impairments of unproved properties
|
|
300
|
|
|
1,993
|
|
||
Impairments
|
|
61
|
|
|
3,571
|
|
||
(Gains) losses on divestitures, net
|
|
516
|
|
|
1,003
|
|
||
Loss on early extinguishment of debt
|
|
124
|
|
|
—
|
|
||
Total (gains) losses on derivatives, net
|
|
634
|
|
|
123
|
|
||
Operating portion of net cash received (paid) in settlement of derivative instruments
|
|
229
|
|
|
251
|
|
||
Other
|
|
256
|
|
|
219
|
|
||
Changes in assets and liabilities
|
|
|
|
|
||||
Tronox-related contingent liability
|
|
—
|
|
|
(5,210
|
)
|
||
(Increase) decrease in accounts receivable
|
|
810
|
|
|
23
|
|
||
Increase (decrease) in accounts payable and accrued expenses
|
|
(833
|
)
|
|
(573
|
)
|
||
Other items, net
|
|
55
|
|
|
800
|
|
||
Net cash provided by (used in) operating activities
|
|
1,877
|
|
|
(2,134
|
)
|
||
Cash Flows from Investing Activities
|
|
|
|
|
||||
Additions to properties and equipment
|
|
(2,618
|
)
|
|
(4,861
|
)
|
||
Divestitures of properties and equipment and other assets
|
|
1,281
|
|
|
1,248
|
|
||
Other, net
|
|
81
|
|
|
(83
|
)
|
||
Net cash provided by (used in) investing activities
|
|
(1,256
|
)
|
|
(3,696
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
||||
Borrowings, net of issuance costs
|
|
5,840
|
|
|
4,810
|
|
||
Repayments of debt
|
|
(6,023
|
)
|
|
(4,024
|
)
|
||
Financing portion of net cash received (paid) for derivative instruments
|
|
(639
|
)
|
|
(44
|
)
|
||
Increase (decrease) in outstanding checks
|
|
(126
|
)
|
|
(103
|
)
|
||
Dividends paid
|
|
(78
|
)
|
|
(415
|
)
|
||
Repurchase of common stock
|
|
(32
|
)
|
|
(38
|
)
|
||
Issuance of common stock, including tax benefit on share-based compensation awards
|
|
2,188
|
|
|
21
|
|
||
Sale of subsidiary units
|
|
1,163
|
|
|
187
|
|
||
Issuance of tangible equity units — equity component
|
|
—
|
|
|
348
|
|
||
Distributions to noncontrolling interest owners
|
|
(260
|
)
|
|
(208
|
)
|
||
Proceeds from conveyance of future hard minerals royalty revenues, net of transaction costs
|
|
413
|
|
|
—
|
|
||
Payments of future hard minerals royalty revenues conveyed
|
|
(25
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
2,421
|
|
|
534
|
|
||
Effect of Exchange Rate Changes on Cash
|
|
(1
|
)
|
|
(1
|
)
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
3,041
|
|
|
(5,297
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
|
939
|
|
|
7,369
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$
|
3,980
|
|
|
$
|
2,072
|
|
millions
|
September 30,
2016 |
|
December 31,
2015 |
||||
Oil
|
$
|
136
|
|
|
$
|
116
|
|
Natural gas
|
35
|
|
|
36
|
|
||
NGLs
|
83
|
|
|
64
|
|
||
Total inventories
|
$
|
254
|
|
|
$
|
216
|
|
•
|
certain West Texas assets in the oil and gas exploration and production and midstream reporting segments for net proceeds of
$223 million
and a loss of
$50 million
|
•
|
certain East Texas/Louisiana assets in the oil and gas exploration and production reporting segment for net proceeds of
$199 million
and a net loss of
$41 million
|
•
|
certain Wyoming assets in the oil and gas exploration and production reporting segment for net proceeds of
$588 million
and a loss of
$59 million
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
millions
|
Impairment
|
|
Fair Value
(1)
|
|
Impairment
|
|
Fair Value
(1)
|
||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Oil and gas exploration and production
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
|
|
|
|
|
|
|
||||||||
U.S. onshore properties
|
$
|
23
|
|
|
$
|
32
|
|
|
$
|
27
|
|
|
$
|
617
|
|
Gulf of Mexico properties
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Cost-method investment
(2)
|
—
|
|
|
—
|
|
|
2
|
|
|
32
|
|
||||
Midstream
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
3
|
|
|
—
|
|
|
24
|
|
|
5
|
|
||||
Other
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
1
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Total
|
$
|
27
|
|
|
$
|
32
|
|
|
$
|
61
|
|
|
$
|
654
|
|
|
|
|
|
|
|
|
|
||||||||
September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Oil and gas exploration and production
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
|
|
|
|
|
|
|
||||||||
U.S. onshore properties
|
$
|
641
|
|
|
$
|
634
|
|
|
$
|
2,944
|
|
|
$
|
1,904
|
|
Gulf of Mexico properties
|
101
|
|
|
94
|
|
|
126
|
|
|
94
|
|
||||
Cost-method investment
(2)
|
1
|
|
|
32
|
|
|
2
|
|
|
32
|
|
||||
Midstream
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
15
|
|
|
7
|
|
|
499
|
|
|
209
|
|
||||
Total
|
$
|
758
|
|
|
$
|
767
|
|
|
$
|
3,571
|
|
|
$
|
2,239
|
|
(1)
|
Measured as of the impairment date using the income approach and Level 3 inputs.
|
(2)
|
Represents the after-tax net investment.
|
•
|
$64 million
related to a Shenandoah well in the Gulf of Mexico was expensed as it was no longer reasonably possible that the wellbore would be used in the development of the project if a final investment decision is reached
|
•
|
$38 million
related to the Orca-4 well in Mozambique was expensed after additional reservoir analysis and the determination that the well was not associated with the first three Orca wells
|
•
|
$33 million
related to the Tubarão Tigre discovery was expensed based on the outlook for development viability, given current commodity market conditions and the complexity introduced by the depth and characteristics of the reservoir
|
|
2016 Settlement
|
|
2017 Settlement
|
|
2018 Settlement
|
||||||
Oil
|
|
|
|
|
|
||||||
Three-Way Collars (MBbls/d)
|
83
|
|
|
—
|
|
|
—
|
|
|||
Average price per barrel
|
|
|
|
|
|
||||||
Ceiling sold price (call)
|
$
|
63.82
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Floor purchased price (put)
|
$
|
54.46
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Floor sold price (put)
|
$
|
42.77
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Natural Gas
|
|
|
|
|
|
||||||
Three-Way Collars (thousand MMBtu/d)
|
—
|
|
|
682
|
|
|
250
|
|
|||
Average price per MMBtu
|
|
|
|
|
|
||||||
Ceiling sold price (call)
|
$
|
—
|
|
|
$
|
3.60
|
|
|
$
|
3.54
|
|
Floor purchased price (put)
|
$
|
—
|
|
|
$
|
2.75
|
|
|
$
|
2.75
|
|
Floor sold price (put)
|
$
|
—
|
|
|
$
|
2.00
|
|
|
$
|
2.00
|
|
Fixed-Price Contracts (thousand MMBtu/d)
|
—
|
|
|
37
|
|
|
—
|
|
|||
Average price per MMBtu
|
$
|
—
|
|
|
$
|
3.14
|
|
|
$
|
—
|
|
NGLs
|
|
|
|
|
|
||||||
Fixed-Price Contracts (MBbls/d)
|
—
|
|
|
2
|
|
|
—
|
|
|||
Average price per barrel
|
$
|
—
|
|
|
$
|
15.84
|
|
|
$
|
—
|
|
millions except percentages
|
|
|
|
Mandatory
|
|
Weighted-Average
|
|||
Notional Principal Amount
|
|
Reference Period
|
|
Termination Date
|
|
Interest Rate
|
|||
$
|
500
|
|
|
|
September 2016 – 2046
|
|
September 2018
|
|
6.559%
|
$
|
300
|
|
|
|
September 2016 – 2046
|
|
September 2020
|
|
6.509%
|
$
|
450
|
|
|
|
September 2017 – 2047
|
|
September 2018
|
|
6.445%
|
$
|
100
|
|
|
|
September 2017 – 2047
|
|
September 2020
|
|
6.891%
|
$
|
250
|
|
|
|
September 2017 – 2047
|
|
September 2021
|
|
6.570%
|
|
|
Gross Derivative Assets
|
|
Gross Derivative Liabilities
|
||||||||||||
millions
|
|
September 30,
|
|
December 31,
|
|
September 30,
|
|
December 31,
|
||||||||
Balance Sheet Classification
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
65
|
|
|
$
|
462
|
|
|
$
|
(8
|
)
|
|
$
|
(177
|
)
|
Other assets
|
|
29
|
|
|
8
|
|
|
(2
|
)
|
|
—
|
|
||||
Accrued expenses
|
|
2
|
|
|
—
|
|
|
(18
|
)
|
|
(3
|
)
|
||||
Other liabilities
|
|
3
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
||||
|
|
99
|
|
|
470
|
|
|
(50
|
)
|
|
(180
|
)
|
||||
Interest-rate derivatives
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Other assets
|
|
18
|
|
|
54
|
|
|
—
|
|
|
—
|
|
||||
Accrued expenses
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(54
|
)
|
||||
Other liabilities
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|
(1,488
|
)
|
||||
|
|
22
|
|
|
56
|
|
|
(1,854
|
)
|
|
(1,542
|
)
|
||||
Total derivatives
|
|
$
|
121
|
|
|
$
|
526
|
|
|
$
|
(1,904
|
)
|
|
$
|
(1,722
|
)
|
millions
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Classification of (Gain) Loss Recognized
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
||||||||
Gathering, processing, and marketing sales
(1)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
5
|
|
|
$
|
—
|
|
(Gains) losses on derivatives, net
|
|
(59
|
)
|
|
(125
|
)
|
|
7
|
|
|
(177
|
)
|
||||
Interest-rate derivatives
|
|
|
|
|
|
|
|
|
||||||||
(Gains) losses on derivatives, net
|
|
84
|
|
|
407
|
|
|
622
|
|
|
300
|
|
||||
Total (gains) losses on derivatives, net
|
|
$
|
24
|
|
|
$
|
281
|
|
|
$
|
634
|
|
|
$
|
123
|
|
(1)
|
Represents the effect of Marketing and Trading Derivative Activities.
|
millions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
September 30, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Collateral
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
85
|
|
Interest-rate derivatives
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
107
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
(1
|
)
|
|
$
|
(49
|
)
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
2
|
|
|
$
|
(34
|
)
|
Interest-rate derivatives
|
—
|
|
|
(1,854
|
)
|
|
—
|
|
|
—
|
|
|
422
|
|
|
(1,432
|
)
|
||||||
Total derivative liabilities
|
$
|
(1
|
)
|
|
$
|
(1,903
|
)
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
424
|
|
|
$
|
(1,466
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
10
|
|
|
$
|
460
|
|
|
$
|
—
|
|
|
$
|
(178
|
)
|
|
$
|
(8
|
)
|
|
$
|
284
|
|
Interest-rate derivatives
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||||
Total derivative assets
|
$
|
10
|
|
|
$
|
516
|
|
|
$
|
—
|
|
|
$
|
(178
|
)
|
|
$
|
(8
|
)
|
|
$
|
340
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
(1
|
)
|
|
$
|
(179
|
)
|
|
$
|
—
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Interest-rate derivatives
|
—
|
|
|
(1,542
|
)
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(1,484
|
)
|
||||||
Total derivative liabilities
|
$
|
(1
|
)
|
|
$
|
(1,721
|
)
|
|
$
|
—
|
|
|
$
|
178
|
|
|
$
|
58
|
|
|
$
|
(1,486
|
)
|
(1)
|
Represents the impact of netting commodity derivative assets and liabilities with counterparties where the Company has the contractual right and intends to net settle.
|
|
Carrying Value
|
|
|
||||||||||||||
millions
|
WES
|
|
WGP
(1)
|
|
Anadarko
(2)
|
|
Anadarko Consolidated
|
|
Description
|
||||||||
Balance at December 31, 2015
|
$
|
2,691
|
|
|
$
|
—
|
|
|
$
|
12,957
|
|
|
$
|
15,648
|
|
|
|
Issuances
|
—
|
|
|
—
|
|
|
794
|
|
|
794
|
|
|
4.850% Senior Notes due 2021
|
||||
|
—
|
|
|
—
|
|
|
1,088
|
|
|
1,088
|
|
|
5.550% Senior Notes due 2026
|
||||
|
—
|
|
|
—
|
|
|
1,088
|
|
|
1,088
|
|
|
6.600% Senior Notes due 2046
|
||||
|
495
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|
WES 4.650% Senior Notes due 2026
|
||||
Borrowings
|
—
|
|
|
—
|
|
|
1,750
|
|
|
1,750
|
|
|
364-Day Facility
|
||||
|
600
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
WES RCF
|
||||
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|
WGP RCF
|
||||
Repayments
|
—
|
|
|
—
|
|
|
(1,749
|
)
|
|
(1,749
|
)
|
|
5.950% Senior Notes due 2016
|
||||
|
—
|
|
|
—
|
|
|
(1,245
|
)
|
|
(1,245
|
)
|
|
6.375% Senior Notes due 2017
|
||||
|
—
|
|
|
—
|
|
|
(1,750
|
)
|
|
(1,750
|
)
|
|
364-Day Facility
|
||||
|
(880
|
)
|
|
—
|
|
|
—
|
|
|
(880
|
)
|
|
WES RCF
|
||||
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
(250
|
)
|
|
Commercial paper notes, net
|
||||
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|
TEUs - senior amortizing notes
|
||||
Other, net
|
1
|
|
|
—
|
|
|
40
|
|
|
41
|
|
|
Amortization of discounts, premiums, and debt issuance costs
|
||||
Balance at September 30, 2016
|
$
|
2,907
|
|
|
$
|
28
|
|
|
$
|
12,698
|
|
|
$
|
15,633
|
|
|
|
(1)
|
Excludes WES.
|
(2)
|
Excludes WES and WGP.
|
millions
|
WES
|
|
WGP
(1)
|
|
Anadarko
(2)
|
|
Anadarko Consolidated
|
||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Total borrowings at face value
|
$
|
2,940
|
|
|
$
|
28
|
|
|
$
|
14,317
|
|
|
$
|
17,285
|
|
Net unamortized discounts, premiums, and debt issuance costs
(3)
|
(33
|
)
|
|
—
|
|
|
(1,619
|
)
|
|
(1,652
|
)
|
||||
Total borrowings
(4)
|
2,907
|
|
|
28
|
|
|
12,698
|
|
|
15,633
|
|
||||
Capital lease obligations
|
—
|
|
|
—
|
|
|
245
|
|
|
245
|
|
||||
Less short-term debt
(5)
|
—
|
|
|
—
|
|
|
788
|
|
|
788
|
|
||||
Total long-term debt
|
$
|
2,907
|
|
|
$
|
28
|
|
|
$
|
12,155
|
|
|
$
|
15,090
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Total borrowings at face value
|
$
|
2,720
|
|
|
$
|
—
|
|
|
$
|
14,592
|
|
|
$
|
17,312
|
|
Net unamortized discounts, premiums, and debt issuance costs
(3)
|
(29
|
)
|
|
—
|
|
|
(1,635
|
)
|
|
(1,664
|
)
|
||||
Total borrowings
(4)
|
2,691
|
|
|
—
|
|
|
12,957
|
|
|
15,648
|
|
||||
Capital lease obligations
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||
Less short-term debt
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||
Total long-term debt
|
$
|
2,691
|
|
|
$
|
—
|
|
|
$
|
12,945
|
|
|
$
|
15,636
|
|
(1)
|
Excludes WES.
|
(2)
|
Excludes WES and WGP.
|
(3)
|
Unamortized discounts, premiums, and debt issuance costs are amortized over the term of the related debt. Debt issuance costs related to revolving credit facilities are included in other current assets and other assets on the Company’s Consolidated Balance Sheets.
|
(4)
|
The Company’s outstanding borrowings, except for borrowings under the WGP revolving credit facility, are senior unsecured.
|
(5)
|
Short-term debt includes
$750 million
of
6.375%
Senior Notes due
September 2017
. In October 2016, the Company provided notice of its intent to redeem the notes prior to year end.
|
millions
|
|
||
2016
|
$
|
16
|
|
2017
|
42
|
|
|
2018
|
42
|
|
|
2019
|
42
|
|
|
2020
|
42
|
|
|
Remaining years
|
433
|
|
|
Total future minimum lease payments
|
$
|
617
|
|
Less portion representing imputed interest
|
372
|
|
|
Capital lease obligations
|
$
|
245
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Debt and other
|
$
|
251
|
|
|
$
|
245
|
|
|
$
|
768
|
|
|
$
|
743
|
|
Capitalized interest
|
(31
|
)
|
|
(46
|
)
|
|
(111
|
)
|
|
(127
|
)
|
||||
Total interest expense
|
$
|
220
|
|
|
$
|
199
|
|
|
$
|
657
|
|
|
$
|
616
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions except percentages
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income tax expense (benefit)
|
$
|
(260
|
)
|
|
$
|
(917
|
)
|
|
$
|
(957
|
)
|
|
$
|
(2,232
|
)
|
Income (loss) before income taxes
|
(1,007
|
)
|
|
(3,077
|
)
|
|
(3,313
|
)
|
|
(7,520
|
)
|
||||
Effective tax rate
|
26
|
%
|
|
30
|
%
|
|
29
|
%
|
|
30
|
%
|
•
|
non-deductible Algerian exceptional profits tax for Algerian income tax purposes
|
•
|
tax impact from foreign operations
|
•
|
non-deductible goodwill related to divestitures
|
•
|
adjustments to deferred tax balances
|
•
|
net changes in uncertain tax positions
|
millions
|
|
||
2017
|
$
|
50
|
|
2018
|
50
|
|
|
2019
|
52
|
|
|
2020
|
56
|
|
|
2021
|
57
|
|
|
Later years
|
263
|
|
|
Total
|
$
|
528
|
|
millions
|
Total Expected Costs
|
|
Three Months Ended
September 30, 2016 |
|
Nine Months Ended September 30, 2016
|
||||||
Costs by category
|
|
|
|
|
|
||||||
Cash severance
|
$
|
154
|
|
|
$
|
5
|
|
|
$
|
151
|
|
Retirement benefits
(1)
|
219
|
|
|
102
|
|
|
178
|
|
|||
Share-based compensation
|
37
|
|
|
5
|
|
|
34
|
|
|||
Total
|
$
|
410
|
|
|
$
|
112
|
|
|
$
|
363
|
|
(1)
|
Includes termination benefits, curtailments, and settlements. See
Note 13—Pension Plans and Other Postretirement Benefits
.
|
millions
|
2016
|
||
Balance at January 1
|
$
|
—
|
|
Accruals
|
151
|
|
|
Payments
|
(141
|
)
|
|
Balance at September 30
|
$
|
10
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Three Months Ended September 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
24
|
|
|
$
|
30
|
|
|
$
|
1
|
|
|
$
|
3
|
|
Interest cost
|
24
|
|
|
25
|
|
|
3
|
|
|
3
|
|
||||
Expected return on plan assets
|
(24
|
)
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
12
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net prior service cost (credit)
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
1
|
|
||||
Settlement expense
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
138
|
|
|
$
|
41
|
|
|
$
|
(2
|
)
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
73
|
|
|
$
|
89
|
|
|
$
|
2
|
|
|
$
|
8
|
|
Interest cost
|
73
|
|
|
76
|
|
|
9
|
|
|
11
|
|
||||
Expected return on plan assets
|
(75
|
)
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
30
|
|
|
39
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net prior service cost (credit)
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
2
|
|
||||
Settlement expense
|
126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Termination benefits expense
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Curtailment expense
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
279
|
|
|
$
|
122
|
|
|
$
|
(7
|
)
|
|
$
|
21
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions except per-share amounts
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
$
|
(830
|
)
|
|
$
|
(2,235
|
)
|
|
$
|
(2,556
|
)
|
|
$
|
(5,442
|
)
|
Income (loss) effect of TEUs
|
(2
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(3
|
)
|
||||
Less distributions on participating securities
|
1
|
|
|
1
|
|
|
1
|
|
|
4
|
|
||||
Basic
|
$
|
(833
|
)
|
|
$
|
(2,239
|
)
|
|
$
|
(2,562
|
)
|
|
$
|
(5,449
|
)
|
Income (loss) effect of TEUs
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Diluted
|
$
|
(833
|
)
|
|
$
|
(2,239
|
)
|
|
$
|
(2,563
|
)
|
|
$
|
(5,449
|
)
|
Shares
|
|
|
|
|
|
|
|
||||||||
Average number of common shares outstanding—basic
|
517
|
|
|
508
|
|
|
512
|
|
|
508
|
|
||||
Average number of common shares outstanding—diluted
|
517
|
|
|
508
|
|
|
512
|
|
|
508
|
|
||||
Excluded due to anti-dilutive effect
|
11
|
|
|
10
|
|
|
11
|
|
|
11
|
|
||||
Net income (loss) per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(1.61
|
)
|
|
$
|
(4.41
|
)
|
|
$
|
(5.00
|
)
|
|
$
|
(10.73
|
)
|
Diluted
|
$
|
(1.61
|
)
|
|
$
|
(4.41
|
)
|
|
$
|
(5.00
|
)
|
|
$
|
(10.73
|
)
|
millions
|
Interest-rate
Derivatives
Previously
Subject to Hedge
Accounting
|
|
Pension and Other Postretirement
Plans
|
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
(42
|
)
|
|
$
|
(341
|
)
|
|
$
|
(383
|
)
|
Other comprehensive income (loss), before reclassifications
|
—
|
|
|
(219
|
)
|
|
(219
|
)
|
|||
Reclassifications to Consolidated Statement of Income
|
4
|
|
|
80
|
|
|
84
|
|
|||
Balance at September 30, 2016
|
$
|
(38
|
)
|
|
$
|
(480
|
)
|
|
$
|
(518
|
)
|
|
Nine Months Ended
September 30, |
||||||
millions
|
2016
|
|
2015
|
||||
Cash paid (received)
|
|
|
|
||||
Interest, net of amounts capitalized
(1)
|
$
|
735
|
|
|
$
|
1,916
|
|
Income taxes, net of refunds
(2)
|
(878
|
)
|
|
(163
|
)
|
||
Non-cash investing activities
|
|
|
|
||||
Fair value of properties and equipment from non-cash transactions
|
$
|
2
|
|
|
$
|
156
|
|
Asset retirement cost additions
|
85
|
|
|
139
|
|
||
Accruals of property, plant, and equipment
|
454
|
|
|
858
|
|
||
Net liabilities assumed (divested) in acquisitions and divestitures
|
(39
|
)
|
|
(84
|
)
|
||
Non-cash investing and financing activities
|
|
|
|
||||
Capital lease obligation
(3)
|
$
|
10
|
|
|
$
|
—
|
|
Floating production, storage, and offloading unit construction period obligation
(3)
|
11
|
|
|
51
|
|
||
Deferred drilling lease liability
|
3
|
|
|
—
|
|
(1)
|
Includes
$1.2 billion
of interest related to the Tronox settlement payment in 2015.
|
(2)
|
Includes
$881 million
from a tax refund related to the income tax benefit associated with the Company’s 2015 tax net operating loss carryback.
|
(3)
|
Upon completion of the FPSO during the third quarter of 2016, the Company reported the construction period obligation as a capital lease obligation and recorded a fair-value adjustment. See
Note 8—Debt and Interest Expense
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income (loss) before income taxes
|
$
|
(1,007
|
)
|
|
$
|
(3,077
|
)
|
|
$
|
(3,313
|
)
|
|
$
|
(7,520
|
)
|
(Gains) losses on divestitures, net
|
414
|
|
|
578
|
|
|
516
|
|
|
1,003
|
|
||||
Exploration expense
|
304
|
|
|
1,074
|
|
|
506
|
|
|
2,260
|
|
||||
DD&A
|
1,069
|
|
|
1,111
|
|
|
3,202
|
|
|
3,581
|
|
||||
Impairments
|
27
|
|
|
758
|
|
|
61
|
|
|
3,571
|
|
||||
Interest expense
|
220
|
|
|
199
|
|
|
657
|
|
|
616
|
|
||||
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives
|
88
|
|
|
360
|
|
|
863
|
|
|
374
|
|
||||
Restructuring charges
|
112
|
|
|
—
|
|
|
363
|
|
|
—
|
|
||||
Other operating expense
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
||||
Tronox-related contingent loss
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Certain other nonoperating items
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
22
|
|
||||
Less net income (loss) attributable to noncontrolling interests
|
83
|
|
|
75
|
|
|
200
|
|
|
154
|
|
||||
Consolidated Adjusted EBITDAX
|
$
|
1,144
|
|
|
$
|
928
|
|
|
$
|
2,724
|
|
|
$
|
3,762
|
|
millions
|
Oil and Gas
Exploration
& Production
|
|
Midstream
|
|
Marketing
|
|
Other and
Intersegment
Eliminations
|
|
Total
|
||||||||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
1,109
|
|
|
$
|
174
|
|
|
$
|
968
|
|
|
$
|
—
|
|
|
$
|
2,251
|
|
Intersegment revenues
|
717
|
|
|
370
|
|
|
(841
|
)
|
|
(246
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
56
|
|
|||||
Total revenues and other
(1)
|
1,826
|
|
|
544
|
|
|
127
|
|
|
(190
|
)
|
|
2,307
|
|
|||||
Operating costs and expenses
(2)
|
807
|
|
|
273
|
|
|
173
|
|
|
(79
|
)
|
|
1,174
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
|||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Total expenses and other
|
807
|
|
|
356
|
|
|
173
|
|
|
(173
|
)
|
|
1,163
|
|
|||||
Adjusted EBITDAX
|
$
|
1,019
|
|
|
$
|
188
|
|
|
$
|
(46
|
)
|
|
$
|
(17
|
)
|
|
$
|
1,144
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
1,067
|
|
|
$
|
195
|
|
|
$
|
968
|
|
|
$
|
—
|
|
|
$
|
2,230
|
|
Intersegment revenues
|
750
|
|
|
315
|
|
|
(832
|
)
|
|
(233
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|||||
Total revenues and other
(1)
|
1,817
|
|
|
510
|
|
|
136
|
|
|
(197
|
)
|
|
2,266
|
|
|||||
Operating costs and expenses
(2)
|
840
|
|
|
287
|
|
|
181
|
|
|
(14
|
)
|
|
1,294
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
(79
|
)
|
|||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
47
|
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Total expenses and other
|
840
|
|
|
362
|
|
|
181
|
|
|
(46
|
)
|
|
1,337
|
|
|||||
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Adjusted EBITDAX
|
$
|
977
|
|
|
$
|
148
|
|
|
$
|
(46
|
)
|
|
$
|
(151
|
)
|
|
$
|
928
|
|
(1)
|
Total revenues and other excludes gains (losses) on divestitures, net since these gains and losses are excluded from Adjusted EBITDAX.
|
(2)
|
Operating costs and expenses excludes exploration expense, DD&A, impairments, restructuring charges, and other operating expense since these expenses are excluded from Adjusted EBITDAX.
|
millions
|
Oil and Gas
Exploration
& Production
|
|
Midstream
|
|
Marketing
|
|
Other and
Intersegment
Eliminations
|
|
Total
|
||||||||||
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
2,853
|
|
|
$
|
440
|
|
|
$
|
2,577
|
|
|
$
|
—
|
|
|
$
|
5,870
|
|
Intersegment revenues
|
1,885
|
|
|
1,012
|
|
|
(2,180
|
)
|
|
(717
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
|||||
Total revenues and other
(1)
|
4,738
|
|
|
1,452
|
|
|
397
|
|
|
(589
|
)
|
|
5,998
|
|
|||||
Operating costs and expenses
(2)
|
2,370
|
|
|
675
|
|
|
526
|
|
|
(233
|
)
|
|
3,338
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
(226
|
)
|
|||||
Other (income) expense, net
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|||||
Total expenses and other
|
2,370
|
|
|
875
|
|
|
526
|
|
|
(489
|
)
|
|
3,282
|
|
|||||
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Adjusted EBITDAX
|
$
|
2,368
|
|
|
$
|
577
|
|
|
$
|
(121
|
)
|
|
$
|
(100
|
)
|
|
$
|
2,724
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
3,493
|
|
|
$
|
560
|
|
|
$
|
3,399
|
|
|
$
|
—
|
|
|
$
|
7,452
|
|
Intersegment revenues
|
2,752
|
|
|
920
|
|
|
(2,977
|
)
|
|
(695
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
196
|
|
|||||
Total revenues and other
(1)
|
6,245
|
|
|
1,480
|
|
|
422
|
|
|
(499
|
)
|
|
7,648
|
|
|||||
Operating costs and expenses
(2)
|
2,674
|
|
|
761
|
|
|
571
|
|
|
(110
|
)
|
|
3,896
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|
(251
|
)
|
|||||
Other (income) expense, net
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
87
|
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|||||
Total expenses and other
|
2,674
|
|
|
915
|
|
|
571
|
|
|
(274
|
)
|
|
3,886
|
|
|||||
Adjusted EBITDAX
|
$
|
3,571
|
|
|
$
|
565
|
|
|
$
|
(149
|
)
|
|
$
|
(225
|
)
|
|
$
|
3,762
|
|
(1)
|
Total revenues and other excludes gains (losses) on divestitures, net since these gains and losses are excluded from Adjusted EBITDAX.
|
(2)
|
Operating costs and expenses excludes exploration expense, DD&A, impairments, restructuring charges, and other operating expense since these expenses are excluded from Adjusted EBITDAX.
|
(3)
|
Other (income) expense, net excludes certain other nonoperating items since these items are excluded from Adjusted EBITDAX.
|
•
|
the Company’s assumptions about energy markets
|
•
|
production and sales volume levels
|
•
|
levels of oil, natural-gas, and natural-gas liquids (NGLs) reserves
|
•
|
operating results
|
•
|
competitive conditions
|
•
|
technology
|
•
|
availability of capital resources, levels of capital expenditures, and other contractual obligations
|
•
|
supply and demand for, the price of, and the commercialization and transporting of oil, natural gas, NGLs, and other products or services
|
•
|
volatility in the commodity-futures market
|
•
|
weather
|
•
|
inflation
|
•
|
availability of goods and services, including unexpected changes in costs
|
•
|
drilling risks
|
•
|
processing volumes and pipeline throughput
|
•
|
general economic conditions, nationally, internationally, or in the jurisdictions in which the Company is, or in the future may be, doing business
|
•
|
the Company’s inability to timely obtain or maintain permits or other governmental approvals, including those necessary for drilling and/or development projects
|
•
|
legislative or regulatory changes, including changes relating to hydraulic fracturing; retroactive royalty or production tax regimes; deepwater drilling and permitting regulations; derivatives reform; changes in state, federal, and foreign income taxes; environmental regulation, including regulations related to climate change; environmental risks; and liability under federal, state, foreign, and local environmental laws and regulations
|
•
|
civil or political unrest or acts of terrorism in a region or country
|
•
|
the creditworthiness and performance of the Company’s counterparties, including financial institutions, operating partners, and other parties
|
•
|
volatility in the securities, capital, or credit markets and related risks such as general credit, liquidity, and interest-rate risk
|
•
|
the Company’s ability to successfully monetize select assets, repay or refinance its debt, and the impact of changes in the Company’s credit ratings
|
•
|
the Company’s ability to close the acquisition of certain Gulf of Mexico assets
|
•
|
risks and liabilities associated with acquired properties or businesses
|
•
|
disruptions in international oil, NGLs, and condensate cargo shipping activities
|
•
|
physical, digital, internal, and external security breaches
|
•
|
supply and demand, technological, political, governmental, and commercial conditions associated with long-term development and production projects in domestic and international locations
|
•
|
other factors discussed below and elsewhere in “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2015
, this Form 10-Q, and in the Company’s other public filings, press releases, and discussions with Company management
|
•
|
reducing capital expenditures by 50% from the prior year
|
•
|
enhancing operational efficiencies
|
•
|
continuing an active monetization program by closing monetizations totaling $2.8 billion through September 30, 2016, and entering into agreements for an additional $1.2 billion, which are expected to close in the fourth quarter of 2016
|
•
|
improving the Company’s cost structure by approximately $800 million annually after 2016 through a dividend decrease and a workforce reduction program
|
•
|
retiring approximately $3.0 billion of near-term maturities with proceeds from debt issued during the first quarter of 2016
|
•
|
Anadarko’s
third
-quarter sales volumes averaged
780
thousand barrels of oil equivalent per day (MBOE/d), representing a
1%
decrease
from the
third
quarter of
2015
, primarily due to divestitures of U.S. onshore assets partially offset by increased performance and continued field development in U.S. onshore and new wells coming online in the Gulf of Mexico.
|
•
|
In September 2016, the Company entered into an agreement to acquire certain assets in the Gulf of Mexico for
$2.0 billion
. The acquisition is expected to close in the fourth quarter of 2016 and is subject to customary closing conditions.
|
•
|
The Company closed $2.8 billion of monetizations year to date, including asset divestitures, the sale of Anadarko’s interest in Springfield Pipeline LLC to WES, the sale of a portion of the Company’s common units in Western Gas Equity Partners, LP (WGP) to the public, and the Company’s conveyance of a limited-term nonparticipating royalty interest in certain of its coal and trona leases to a third party.
|
•
|
Third-quarter
liquids sales volumes averaged
284
thousand barrels per day (MBbls/d), representing a
2%
increase
from the
third
quarter of
2015
, primarily due to increased performance in the DJ basin and continued field development in the Delaware basin.
|
•
|
Third-quarter
natural-gas sales volumes averaged
321
MBOE/d, representing a
5%
decrease
from the
third
quarter of
2015
, primarily due to the September 2015 sale of certain coalbed methane properties, the July 2015 sale of certain properties in East Texas, and the June 2016 sale of certain Wyoming assets. These decreases were partially offset by improved well performance in the DJ basin and production modulation in the Marcellus shale in 2015.
|
•
|
Third-quarter
oil sales volumes averaged
65
MBOE/d, representing an
18%
increase from the
third
quarter of
2015
, primarily due to new wells coming online at K2 and Caesar/Tonga.
|
•
|
The Company acquired a 33% operated working interest in the Constellation discovery (formerly Hopkins). The field is expected to be tied back to Anadarko’s Constitution spar.
|
•
|
Third-quarter
sales volumes averaged
91
MBbls/d, representing an
11%
increase
from the
third
quarter of
2015
, primarily as a result of timing of liftings in Algeria.
|
•
|
The Tweneboa/Enyenra/Ntomme (TEN) development project (19% nonoperated working interest) in Ghana achieved first oil in the third quarter of 2016.
|
•
|
Anadarko’s net loss attributable to common stockholders for the
third
quarter of
2016
totaled
$830 million
.
|
•
|
The Company completed a public offering of
40.5 million
shares of its common stock for net proceeds of
$2.16 billion
. Net proceeds will primarily be used to fund the acquisition of certain Gulf of Mexico assets discussed above, and the remaining net proceeds will be used for general corporate purposes.
|
•
|
The Company generated
$785 million
of cash flow from operations and ended the third quarter with
$4.0 billion
of cash on hand, which included net proceeds from the Company’s September 2016 equity offering.
|
•
|
The Company recognized workforce reduction program expenses of
$112 million
in the
third
quarter for a total of
$363 million
for the
nine months ended September 30, 2016
. Total program expenses are expected to be
$410 million
.
|
•
|
WES completed a public offering of
$500 million
aggregate principal amount of
4.650%
Senior Notes due
July 2026
. Net proceeds were used to repay a portion of the amount outstanding under WES’s
$1.2 billion
five
-year senior unsecured revolving credit facility maturing in
February 2019
(WES RCF).
|
•
|
In October 2016, WES completed a public offering of
$200 million
aggregate principal amount of
5.450%
Senior Notes due
April 2044
. Net proceeds were used to repay amounts outstanding under the WES RCF and the remaining proceeds will be used for general partnership purposes, including capital expenditures.
|
•
|
In October 2016, the Company provided notice of its intent to redeem its
$750 million
of
6.375%
Senior Notes due
September 2017
prior to year end.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions except per-share amounts
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Oil and condensate, natural-gas, and NGLs sales
|
|
$
|
1,901
|
|
|
$
|
1,896
|
|
|
$
|
4,975
|
|
|
$
|
6,520
|
|
Gathering, processing, and marketing sales
|
|
350
|
|
|
334
|
|
|
895
|
|
|
932
|
|
||||
Gains (losses) on divestitures and other, net
|
|
(358
|
)
|
|
(542
|
)
|
|
(388
|
)
|
|
(807
|
)
|
||||
Revenues and other
|
|
1,893
|
|
|
1,688
|
|
|
5,482
|
|
|
6,645
|
|
||||
Costs and expenses
|
|
2,686
|
|
|
4,237
|
|
|
7,471
|
|
|
13,312
|
|
||||
Other (income) expense
|
|
214
|
|
|
528
|
|
|
1,324
|
|
|
853
|
|
||||
Income tax expense (benefit)
|
|
(260
|
)
|
|
(917
|
)
|
|
(957
|
)
|
|
(2,232
|
)
|
||||
Net income (loss) attributable to common stockholders
|
|
$
|
(830
|
)
|
|
$
|
(2,235
|
)
|
|
$
|
(2,556
|
)
|
|
$
|
(5,442
|
)
|
Net income (loss) per common share attributable to common stockholders—diluted
|
|
$
|
(1.61
|
)
|
|
$
|
(4.41
|
)
|
|
$
|
(5.00
|
)
|
|
$
|
(10.73
|
)
|
Average number of common shares outstanding—diluted
|
|
517
|
|
|
508
|
|
|
512
|
|
|
508
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||
millions except percentages
|
|
Oil and
Condensate |
|
Natural
Gas
|
|
NGLs
|
|
Total
|
||||||||
2015 sales revenues
|
|
$
|
1,229
|
|
|
$
|
484
|
|
|
$
|
183
|
|
|
$
|
1,896
|
|
Changes associated with sales volumes
|
|
67
|
|
|
(40
|
)
|
|
10
|
|
|
37
|
|
||||
Changes associated with prices
|
|
(57
|
)
|
|
(9
|
)
|
|
34
|
|
|
(32
|
)
|
||||
2016 sales revenues
|
|
$
|
1,239
|
|
|
$
|
435
|
|
|
$
|
227
|
|
|
$
|
1,901
|
|
Increase (decrease) vs. 2015
|
|
1
|
%
|
|
(10
|
)%
|
|
24
|
%
|
|
—
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Nine Months Ended September 30,
|
||||||||||||||
millions except percentages
|
|
Oil and
Condensate |
|
Natural
Gas
|
|
NGLs
|
|
Total
|
||||||||
2015 sales revenues
|
|
$
|
4,264
|
|
|
$
|
1,612
|
|
|
$
|
644
|
|
|
$
|
6,520
|
|
Changes associated with sales volumes
|
|
(97
|
)
|
|
(167
|
)
|
|
(18
|
)
|
|
(282
|
)
|
||||
Changes associated with prices
|
|
(953
|
)
|
|
(324
|
)
|
|
14
|
|
|
(1,263
|
)
|
||||
2016 sales revenues
|
|
$
|
3,214
|
|
|
$
|
1,121
|
|
|
$
|
640
|
|
|
$
|
4,975
|
|
Increase (decrease) vs. 2015
|
|
(25
|
)%
|
|
(30
|
)%
|
|
(1
|
)%
|
|
(24
|
)%
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
|
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
||||||
Barrels of Oil Equivalent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(MMBOE except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
|
64
|
|
|
(2
|
)%
|
|
65
|
|
|
196
|
|
|
(6
|
)%
|
|
209
|
|
International
|
|
|
8
|
|
|
11
|
|
|
8
|
|
|
23
|
|
|
(6
|
)
|
|
25
|
|
Total barrels of oil equivalent
|
|
|
72
|
|
|
(1
|
)
|
|
73
|
|
|
219
|
|
|
(6
|
)
|
|
234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Barrels of Oil Equivalent per Day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(MBOE/d except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
|
689
|
|
|
(2
|
)%
|
|
705
|
|
|
715
|
|
|
(6
|
)%
|
|
765
|
|
International
|
|
|
91
|
|
|
11
|
|
|
82
|
|
|
85
|
|
|
(6
|
)
|
|
90
|
|
Total barrels of oil equivalent per day
|
|
|
780
|
|
|
(1
|
)
|
|
787
|
|
|
800
|
|
|
(6
|
)
|
|
855
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
||||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
22
|
|
|
4
|
%
|
|
21
|
|
|
63
|
|
|
(1
|
)%
|
|
64
|
|
||||
MBbls/d
|
|
233
|
|
|
4
|
|
|
224
|
|
|
230
|
|
|
(1
|
)
|
|
233
|
|
||||
Price per barrel
|
|
$
|
41.29
|
|
|
(5
|
)
|
|
$
|
43.48
|
|
|
$
|
36.52
|
|
|
(23
|
)
|
|
$
|
47.37
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
8
|
|
|
10
|
%
|
|
7
|
|
|
22
|
|
|
(6
|
)%
|
|
23
|
|
||||
MBbls/d
|
|
84
|
|
|
10
|
|
|
77
|
|
|
79
|
|
|
(6
|
)
|
|
84
|
|
||||
Price per barrel
|
|
$
|
45.82
|
|
|
(3
|
)
|
|
$
|
47.30
|
|
|
$
|
41.98
|
|
|
(22
|
)
|
|
$
|
54.13
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
30
|
|
|
5
|
%
|
|
28
|
|
|
85
|
|
|
(2
|
)%
|
|
87
|
|
||||
MBbls/d
|
|
317
|
|
|
5
|
|
|
301
|
|
|
309
|
|
|
(2
|
)
|
|
317
|
|
||||
Price per barrel
|
|
$
|
42.49
|
|
|
(4
|
)
|
|
$
|
44.45
|
|
|
$
|
37.91
|
|
|
(23
|
)
|
|
$
|
49.16
|
|
Oil and condensate sales revenues
(millions)
|
|
$
|
1,239
|
|
|
1
|
|
|
$
|
1,229
|
|
|
$
|
3,214
|
|
|
(25
|
)
|
|
$
|
4,264
|
|
•
|
DJ basin
- decrease of 4 MBbls/d for the
nine months ended September 30, 2016
, primarily due to reduced capital activity
|
•
|
Delaware basin
- increase of 10 MBbls/d for the
three months ended September 30, 2016
, and 7 MBbls/d for the
nine months ended September 30, 2016
, primarily due to continued field development
|
•
|
Eagleford shale
- decrease of 6 MBbls/d for the
three months ended September 30, 2016
, and 7 MBbls/d for the
nine months ended September 30, 2016
, primarily due to natural production decline
|
•
|
Divestitures -
decrease of 5 MBbls/d for the
three months ended September 30, 2016
, primarily due to the sale of certain Wyoming assets, and decrease of 6 MBbls/d for the
nine months ended September 30, 2016
, primarily due to the sale of certain enhanced oil recovery (EOR) assets
|
•
|
Caesar/Tonga, K2, and Lucius
- increase of 12 MBbls/d for the
three months ended September 30, 2016
, primarily due to new wells coming online at K2 and Caesar/Tonga, and increase of 9 MBbls/d for the
nine months ended September 30, 2016
, primarily due to new wells coming online at K2 and Caesar/Tonga and the achievement of first oil at Lucius in the first quarter of 2015
|
•
|
Algeria
- increase of 16 MBbls/d for the
three months ended September 30, 2016
, and 7 MBbls/d for the
nine months ended September 30, 2016
, primarily due to the timing of liftings
|
•
|
Ghana
- decrease of 9 MBbls/d for the
three months ended September 30, 2016
, and 12 MBbls/d for the
nine months ended September 30, 2016
, primarily due to downtime to address new production and offtake procedures resulting from issues associated with the Jubilee field floating production, storage and offloading unit (FPSO) turret bearing. The partners are pursuing a long-term solution to convert the FPSO to a permanently moored facility in 2017. In the meantime, shuttle tankers continue to conduct offtakes.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
||||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—Bcf
|
|
184
|
|
|
(8
|
)%
|
|
201
|
|
|
593
|
|
|
(10
|
)%
|
|
662
|
|
||||
MMcf/d
|
|
2,003
|
|
|
(8
|
)
|
|
2,186
|
|
|
2,164
|
|
|
(10
|
)
|
|
2,424
|
|
||||
Price per Mcf
|
|
$
|
2.36
|
|
|
(2
|
)
|
|
$
|
2.41
|
|
|
$
|
1.89
|
|
|
(23
|
)
|
|
$
|
2.44
|
|
Natural-gas sales revenues
(millions)
|
|
$
|
435
|
|
|
(10
|
)
|
|
$
|
484
|
|
|
$
|
1,121
|
|
|
(30
|
)
|
|
$
|
1,612
|
|
•
|
DJ basin
- increase of 101 MMcf/d for the
three months ended September 30, 2016
, and 108 MMcf/d for the
nine months ended September 30, 2016
, primarily due to improved well performance
|
•
|
Marcellus shale
- increase of 73 MMcf/d for the
three months ended September 30, 2016
, and 27 MMcf/d for the
nine months ended September 30, 2016
, primarily due to production modulation in 2015
|
•
|
Greater Natural Buttes
- decrease of 1 MMcf/d for the
three months ended September 30, 2016
, and 45 MMcf/d for the
nine months ended September 30, 2016
, primarily due to natural production decline
|
•
|
Divestitures
- decrease of 267 MMcf/d for the
three months ended September 30, 2016
, and 278 MMcf/d for the
nine months ended September 30, 2016
, primarily due to the sale of certain coalbed methane properties, the sale of certain Wyoming assets, and the sale of certain East Texas assets
|
•
|
Independence Hub
- decrease of 76 MMcf/d for the
three months ended September 30, 2016
, and 69 MMcf/d for the
nine months ended September 30, 2016
, primarily as a result of the last producing well going off line in December 2015
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
11
|
|
|
6
|
%
|
|
12
|
|
|
35
|
|
|
(3
|
)%
|
|
37
|
|
||||
MBbls/d
|
|
129
|
|
|
6
|
|
|
122
|
|
|
130
|
|
|
(3
|
)
|
|
134
|
|
||||
Price per barrel
|
|
$
|
19.13
|
|
|
18
|
|
|
$
|
16.26
|
|
|
$
|
18.04
|
|
|
2
|
|
|
$
|
17.63
|
|
Natural-gas liquids sales revenues
(millions)
|
|
$
|
227
|
|
|
24
|
|
|
$
|
183
|
|
|
$
|
640
|
|
|
(1
|
)
|
|
$
|
644
|
|
•
|
DJ basin
- increase of 17 MBbls/d for the
three months ended September 30, 2016
, primarily due to improved well performance and the injection of volumes into storage in 2015, and 8 MBbls/d for the
nine months ended September 30, 2016
, primarily due to improved well performance
|
•
|
East Texas/Louisiana
- decrease of 5 MBbls/d for the three and
nine months ended September 30, 2016
, primarily due to natural production decline at Carthage/Haynesville
|
•
|
Greater Natural Buttes
- decrease of 4 MBbls/d for the
nine months ended September 30, 2016
, primarily due to natural production decline in 2016 and sales from storage in 2015
|
•
|
Divestitures
- decrease of 7 MBbls/d for the
three months ended September 30, 2016
, and 3 MBbls/d for the
nine months ended September 30, 2016
, primarily due to the sale of certain Wyoming assets in June 2016
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
millions except percentages
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
||||||||||
Gathering, processing, and marketing sales
|
|
$
|
350
|
|
|
5
|
%
|
|
$
|
334
|
|
|
$
|
895
|
|
|
(4
|
)%
|
|
$
|
932
|
|
Gathering, processing, and marketing expense
|
|
291
|
|
|
1
|
|
|
289
|
|
|
758
|
|
|
(5
|
)
|
|
798
|
|
||||
Total gathering, processing, and marketing, net
|
|
$
|
59
|
|
|
31
|
|
|
$
|
45
|
|
|
$
|
137
|
|
|
2
|
|
|
$
|
134
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
millions except percentages
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
||||||||||
Gains (losses) on divestitures
|
|
$
|
(414
|
)
|
|
28
|
%
|
|
$
|
(578
|
)
|
|
$
|
(516
|
)
|
|
49
|
%
|
|
$
|
(1,003
|
)
|
Other
|
|
56
|
|
|
56
|
|
|
36
|
|
|
128
|
|
|
(35
|
)
|
|
196
|
|
||||
Total gains (losses) on divestitures and other, net
|
|
$
|
(358
|
)
|
|
34
|
|
|
$
|
(542
|
)
|
|
$
|
(388
|
)
|
|
52
|
|
|
$
|
(807
|
)
|
•
|
The Company recognized a loss of
$355 million
in the third quarter on assets held for sale associated with the divestiture of certain U.S. onshore assets in East Texas, which is expected to close in the fourth quarter of 2016.
|
•
|
The Company recognized a loss of
$54 million
associated with the third-quarter divestiture of certain U.S. onshore assets in East Texas/Louisiana.
|
•
|
The Company recognized a loss of
$59 million
associated with the second-quarter divestiture of certain U.S. onshore assets in Wyoming.
|
•
|
The Company recognized a loss of
$50 million
in the second quarter on assets held for sale associated with the divestiture of certain U.S. onshore assets in West Texas, which closed in the third quarter.
|
•
|
The Company recognized a loss of $440 million associated with the third-quarter divestiture of certain U.S. onshore oil and gas coalbed methane properties. Additionally, the Company recognized a loss of $100 million in the third quarter on assets held for sale for the related midstream assets.
|
•
|
The Company recognized a loss of $344 million primarily in the first quarter on assets held for sale associated with the divestiture of certain U.S. onshore EOR assets, which closed in the second quarter.
|
•
|
The Company recognized a loss of $97 million in the second quarter on assets held for sale associated with the divestiture of certain U.S. onshore assets in East Texas, which closed in the third quarter with an additional loss of $13 million due to closing adjustments.
|
•
|
The Company recognized income of $13 million during the third quarter, and $130 million during the
nine months ended September 30, 2015
, related to the settlement of a royalty lawsuit associated with a property in the Gulf of Mexico.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
||||||||||
Oil and gas operating
(millions)
|
|
$
|
198
|
|
|
(24
|
)%
|
|
$
|
262
|
|
|
$
|
608
|
|
|
(22
|
)%
|
|
$
|
784
|
|
Oil and gas operating—per BOE
|
|
2.76
|
|
|
(24
|
)
|
|
3.62
|
|
|
2.78
|
|
|
(17
|
)
|
|
3.36
|
|
||||
Oil and gas transportation
(millions)
|
|
256
|
|
|
(3
|
)
|
|
265
|
|
|
744
|
|
|
(13
|
)
|
|
853
|
|
||||
Oil and gas transportation—per BOE
|
|
3.56
|
|
|
(3
|
)
|
|
3.66
|
|
|
3.40
|
|
|
(7
|
)
|
|
3.65
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Exploration Expense
|
|
|
|
|
|
|
|
|
||||||||
Dry hole expense
|
|
$
|
203
|
|
|
$
|
817
|
|
|
$
|
209
|
|
|
$
|
859
|
|
Impairments of unproved properties
|
|
52
|
|
|
136
|
|
|
91
|
|
|
1,134
|
|
||||
Geological and geophysical expense
|
|
12
|
|
|
67
|
|
|
81
|
|
|
105
|
|
||||
Exploration overhead and other
|
|
37
|
|
|
54
|
|
|
125
|
|
|
162
|
|
||||
Total exploration expense
|
|
$
|
304
|
|
|
$
|
1,074
|
|
|
$
|
506
|
|
|
$
|
2,260
|
|
•
|
The Company expensed suspended exploratory well costs of $92 million related to certain wells in Mozambique and $64 million related to a well in the Gulf of Mexico in the third quarter of 2016. See
Note 5—Suspended Exploratory Well Costs
in the
Notes to Consolidated Financial Statements
under Part I, Item 1 of this Form 10-Q.
|
•
|
The Company expensed $38 million for a well in Côte d’Ivoire that finished drilling in the third quarter of 2016 and encountered noncommercial quantities of hydrocarbons.
|
•
|
The Company expensed suspended exploratory well costs of $668 million in the third quarter of 2015, primarily related to Brazil where the Company does not expect to have substantive exploration and development activities for the foreseeable future given the current oil-price environment and other considerations.
|
•
|
Anadarko expensed $149 million due to unsuccessful drilling activities primarily associated with Gulf of Mexico properties and the deeper objective of a well in Colombia in the third quarter of 2015.
|
•
|
In 2016, the Company expensed $92 million related to certain wells in Mozambique and $64 million of suspended exploratory well costs related to a well in the Gulf of Mexico as discussed above.
|
•
|
In 2016, the Company expensed $38 million related to a well in Côte d’Ivoire, as discussed above, and expensed $15 million due to unsuccessful drilling activities primarily associated with Gulf of Mexico and U.S. onshore properties.
|
•
|
In 2015, Anadarko expensed suspended exploratory well costs of $668 million primarily related to Brazil, as discussed above, and expensed $191 million due to unsuccessful drilling activities primarily associated with Gulf of Mexico properties and the deeper objective of a well in Colombia.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
millions except percentages
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
|
2016
|
|
Inc (Dec) vs. 2015
|
|
2015
|
||||||||||
General and administrative
|
|
$
|
362
|
|
|
19
|
%
|
|
$
|
303
|
|
|
$
|
1,116
|
|
|
26
|
%
|
|
$
|
888
|
|
Depreciation, depletion, and amortization
|
|
1,069
|
|
|
(4
|
)
|
|
1,111
|
|
|
3,202
|
|
|
(11
|
)
|
|
3,581
|
|
||||
Other taxes
|
|
148
|
|
|
17
|
|
|
127
|
|
|
422
|
|
|
(8
|
)
|
|
460
|
|
||||
Impairments
|
|
27
|
|
|
(96
|
)
|
|
758
|
|
|
61
|
|
|
(98
|
)
|
|
3,571
|
|
||||
Other operating expense
|
|
31
|
|
|
(35
|
)
|
|
48
|
|
|
54
|
|
|
(54
|
)
|
|
117
|
|
•
|
lower carrying value for U.S. onshore and midstream properties as a result of 2015 asset impairments and divestitures
|
•
|
lower
2016
sales volumes associated with U.S. onshore properties
|
•
|
cost revisions related to certain asset retirement obligations associated with fully depreciated assets
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest Expense
|
|
|
|
|
|
|
|
|
||||||||
Debt and other
|
|
$
|
251
|
|
|
$
|
245
|
|
|
$
|
768
|
|
|
$
|
743
|
|
Capitalized interest
|
|
(31
|
)
|
|
(46
|
)
|
|
(111
|
)
|
|
(127
|
)
|
||||
Total interest expense
|
|
$
|
220
|
|
|
$
|
199
|
|
|
$
|
657
|
|
|
$
|
616
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Loss on early extinguishment of debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
(Gains) Losses on Derivatives, net
|
|
|
|
|
|
|
|
|
||||||||
(Gains) losses on commodity derivatives, net
|
|
$
|
(59
|
)
|
|
$
|
(125
|
)
|
|
$
|
7
|
|
|
$
|
(177
|
)
|
(Gains) losses on interest-rate derivatives, net
|
|
84
|
|
|
407
|
|
|
622
|
|
|
300
|
|
||||
Total (gains) losses on derivatives, net
|
|
$
|
25
|
|
|
$
|
282
|
|
|
$
|
629
|
|
|
$
|
123
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Other (Income) Expense, net
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
(10
|
)
|
|
$
|
(9
|
)
|
Other
|
|
(28
|
)
|
|
49
|
|
|
(76
|
)
|
|
118
|
|
||||
Total other (income) expense, net
|
|
$
|
(31
|
)
|
|
$
|
47
|
|
|
$
|
(86
|
)
|
|
$
|
109
|
|
•
|
Favorable changes in foreign currency gains/losses of $26 million were primarily associated with foreign currency held in escrow pending final determination of the Company’s Brazilian tax liability attributable to the 2008 divestiture of the Peregrino field offshore Brazil.
|
•
|
The Company reversed a tax indemnification liability of $39 million in September 2016 due to the expiration of the statute of limitations.
|
•
|
Other income, net increased by $
12 million
due to 2015 losses associated with certain equity investments as a result of lower commodity prices.
|
•
|
As a result of a Chapter 11 bankruptcy declaration by a third party, the U.S. Department of the Interior ordered Anadarko to perform the decommissioning of a production facility and related wells previously sold to the third party. The Company accrued the costs to decommission the facility and wells in prior years, including $22 million in 2015. During the second quarter of 2016, the Company substantially completed the decommissioning of the wells. Final costs were lower than expected, and the Company recognized income of $56 million as a result of the reduced obligation.
|
•
|
Favorable changes in foreign currency gains/losses of $60 million were primarily associated with foreign currency held in escrow pending final determination of the Company’s Brazilian tax liability attributable to the 2008 divestiture of the Peregrino field offshore Brazil.
|
•
|
Other income, net increased by $39 million related to the reversal of the tax indemnification liability mentioned above.
|
•
|
Other income, net increased by $
25 million
due to 2015 losses associated with certain equity investments as a result of lower commodity prices.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions except percentages
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income tax expense (benefit)
|
|
$
|
(260
|
)
|
|
$
|
(917
|
)
|
|
$
|
(957
|
)
|
|
$
|
(2,232
|
)
|
Income (loss) before income taxes
|
|
(1,007
|
)
|
|
(3,077
|
)
|
|
(3,313
|
)
|
|
(7,520
|
)
|
||||
Effective tax rate
|
|
26
|
%
|
|
30
|
%
|
|
29
|
%
|
|
30
|
%
|
•
|
non-deductible Algerian exceptional profits tax for Algerian income tax purposes
|
•
|
tax impact from foreign operations
|
•
|
non-deductible goodwill related to divestitures
|
•
|
adjustments to deferred tax balances
|
•
|
net changes in uncertain tax positions
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
millions except percentages
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss) attributable to noncontrolling interests
|
|
$
|
83
|
|
|
$
|
75
|
|
|
$
|
200
|
|
|
$
|
154
|
|
Public ownership in WES, limited partnership interest
|
|
60.0
|
%
|
|
55.2
|
%
|
|
60.0
|
%
|
|
55.2
|
%
|
||||
Public ownership in WGP, limited partnership interest
|
|
18.4
|
%
|
|
12.7
|
%
|
|
18.4
|
%
|
|
12.7
|
%
|
|
|
Nine Months Ended
September 30, |
||||||
millions
|
|
2016
|
|
2015
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
1,877
|
|
|
$
|
(2,134
|
)
|
Net cash provided by (used in) investing activities
|
|
(1,256
|
)
|
|
(3,696
|
)
|
||
Net cash provided by (used in) financing activities
|
|
2,421
|
|
|
534
|
|
millions
|
|
2016
|
|
2015
|
||||
Cash Flows from Investing Activities
|
|
|
|
|
||||
Additions to properties and equipment
(1)
|
|
$
|
2,618
|
|
|
$
|
4,861
|
|
Adjustments for capital expenditures
|
|
|
|
|
||||
Changes in capital accruals
|
|
(300
|
)
|
|
(315
|
)
|
||
Other
|
|
3
|
|
|
29
|
|
||
Total capital expenditures
(2)
|
|
$
|
2,321
|
|
|
$
|
4,575
|
|
(1)
|
Additions to properties and equipment as presented within Anadarko’s cash flows from investing activities include cash payments for cost of properties, equipment, and facilities. The cost of properties includes the initial capitalization of drilling costs associated with all exploratory wells whether or not they were deemed to have a commercially sufficient quantity of proved reserves.
|
(2)
|
Includes WES capital expenditures of
$355 million
for the
nine months ended September 30, 2016,
and
$405 million
for the
nine months ended September 30, 2015
. Capital expenditures exclude the FPSO capital lease asset, see Financing Activities
—
Capital Lease Obligations
below.
|
•
|
decreased development costs of $1.7 billion primarily in U.S. onshore
|
•
|
decreased exploration costs of $273 million primarily in Colombia and Mozambique
|
•
|
decreased gathering, processing, and other costs of $267 million primarily in U.S. onshore
|
millions except percentages
|
September 30, 2016
|
|
December 31, 2015
|
||||
Total debt
|
$
|
15,878
|
|
|
$
|
15,668
|
|
Total equity
|
15,912
|
|
|
15,457
|
|
||
Debt to total capitalization ratio
|
49.9
|
%
|
|
50.3
|
%
|
millions
|
Face Value
|
|
Description
|
||
Issuances
|
$
|
800
|
|
|
4.850% Senior Notes due 2021
|
|
1,100
|
|
|
5.550% Senior Notes due 2026
|
|
|
1,100
|
|
|
6.600% Senior Notes due 2046
|
|
|
500
|
|
|
WES 4.650% Senior Notes due 2026
|
|
Borrowings
|
1,750
|
|
|
364-Day Facility
|
|
|
600
|
|
|
WES RCF
|
|
|
28
|
|
|
WGP RCF
|
|
Repayments
|
(1,750
|
)
|
|
5.950% Senior Notes due 2016
|
|
|
(1,250
|
)
|
|
6.375% Senior Notes due 2017
|
|
|
(1,750
|
)
|
|
364-Day Facility
|
|
|
(880
|
)
|
|
WES RCF
|
|
|
(25
|
)
|
|
Tangible equity units (TEUs) - senior amortizing notes
|
•
|
the validity of our assumptions about, among other things, reserves, estimated production, revenues, capital expenditures, operating expenses, and costs;
|
•
|
the assumption of environmental and other unknown liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate;
|
•
|
an inability to obtain satisfactory title to the assets we acquire;
|
•
|
the diversion of management’s attention from other business concerns;
|
•
|
the inability to hire, train or retain qualified personnel to manage and operate our growing business and assets;
|
•
|
the incurrence of significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges;
|
•
|
increased cost of transportation of production to markets;
|
•
|
significant costs associated with the acquisition and subsequent integration efforts; and
|
•
|
a failure to attain or maintain compliance with environmental and other governmental regulations.
|
Period
|
|
Total number of shares purchased
(1)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||||
July 1 - 31, 2016
|
|
21,897
|
|
|
$
|
53.60
|
|
|
—
|
|
|
$
|
—
|
|
August 1 - 31, 2016
|
|
2,294
|
|
|
$
|
53.79
|
|
|
—
|
|
|
$
|
—
|
|
September 1 - 30, 2016
|
|
4,741
|
|
|
$
|
58.47
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
28,932
|
|
|
$
|
54.41
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
During the
third
quarter of
2016
, all purchased shares related to stock received by the Company for the payment of withholding taxes due on employee share issuances under share-based compensation plans.
|
Exhibit Number
|
|
Description
|
||
|
3
|
(i)
|
|
Restated Certificate of Incorporation of Anadarko Petroleum Corporation, dated May 21, 2009, filed as Exhibit 3.3 to Form 8-K filed on May 22, 2009
|
|
|
(ii)
|
|
By-Laws of Anadarko Petroleum Corporation, amended and restated as of September 15, 2015, filed as Exhibit 3.1 to Form 8-K filed on September 21, 2015
|
*
|
10
|
(i)
|
|
Form of Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as Amended and Restated Effective as of May 10, 2016, Stock Option Award Agreement
|
*
|
|
(ii)
|
|
Form of Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as Amended and Restated Effective as of May 10, 2016, Restricted Stock Unit Award Agreement
|
*
|
|
(iii)
|
|
Form of Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as Amended and Restated Effective as of May 10, 2016, Performance Unit Award Agreement
|
|
|
(iv)
|
|
Form of Termination Agreement and Release of all Claims Under Officer Severance Plan, filed as Exhibit 10.1 to Form 8-K filed on August 24, 2016
|
*
|
31
|
(i)
|
|
Rule 13a-14(a)/15d-14(a) Certification—Chief Executive Officer
|
*
|
31
|
(ii)
|
|
Rule 13a-14(a)/15d-14(a) Certification—Chief Financial Officer
|
**
|
32
|
|
|
Section 1350 Certifications
|
*
|
101
|
.INS
|
|
XBRL Instance Document
|
*
|
101
|
.SCH
|
|
XBRL Schema Document
|
*
|
101
|
.CAL
|
|
XBRL Calculation Linkbase Document
|
*
|
101
|
.DEF
|
|
XBRL Definition Linkbase Document
|
*
|
101
|
.LAB
|
|
XBRL Label Linkbase Document
|
*
|
101
|
.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
ANADARKO PETROLEUM CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
October 31, 2016
|
By:
|
/s/ ROBERT G. GWIN
|
|
|
|
Robert G. Gwin
Executive Vice President, Finance and Chief Financial Officer
|
(i)
|
The Company’s TSR ranking relative to the peer group shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a preliminary calculation of the value of the earned PUs for the Performance Period will be made as of such date (the “Preliminary PU Amount”), which amount will be (A) equal to your Target
multiplied by
the applicable percentage under the “Payout as % of Target” column of the table above based on the Company’s relative TSR ranking for the Performance Period
multiplied by
the Fair Market Value of the Company’s Common Stock as of the first trading day immediately preceding the Change of Control Date and (B) solely in the event of your Retirement (but not in the event of your Qualified Retirement) on or before the Change of Control Date, prorated based on the number of months you worked during the Performance Period (determined without regard to the Change of Control);
|
(ii)
|
On the Change of Control Date, your PUs that are outstanding on such date shall be converted into restricted equity units in respect of the common equity security of the Surviving Company (as hereinafter defined), the number of which shall be determined by dividing the Preliminary PU Amount by the fair market value of one such common equity security as of the first business day immediately prior to the Change of Control Date (as determined in good faith by the Committee which, in the case of a publicly-traded security, shall be based on the closing price of such security on the principal exchange upon which it is traded as of the applicable date);
|
(iii)
|
Each such restricted equity unit shall, from and after the Change of Control Date, be subject to equitable adjustment by the board of directors (or an authorized committee thereof) of the Surviving Company as if such unit had been granted under the Plan, and such restricted equity units shall be credited with dividend equivalents (in a manner similar to that provided in Section 11.4 of the Plan), which dividend equivalents shall be accrued and deemed reinvested in additional common equity securities of the Surviving Company and paid, less applicable taxes, at such time as the restricted equity units to which they relate vest and settle;
|
(iv)
|
Subject to the provisions of clause (v) below, (A) each such restricted equity unit shall vest and be earned on the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and the payment amount with respect thereto shall be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and (B) the payment amount, less applicable withholding taxes, shall be paid to you in cash within 10 days after the end of the Performance Period (determined without regard to the occurrence of the Change of Control); and
|
(v)
|
Each such restricted equity unit (and the related dividend equivalents) shall be subject to the same forfeiture, time of payment and, in the event of your Retirement (but not in the event of your Qualified Retirement) after the Change of Control Date, proration provisions as are provided in the four paragraphs preceding this paragraph and shall be paid, less applicable withholding taxes, in cash; provided, however, that (A) a payment due upon your death on or after the Change of Control Date shall be based on the fair market value of the common equity security of the Surviving Company as of the date of your death and shall be paid within 10 days after the date of your death without regard to any longer period that may be provided pursuant to the preceding paragraphs of this Award Agreement, (B) a payment due after the end of the Performance Period (determined without regard to the occurrence of the Change of Control) shall be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and shall be paid within 10 days after the last day of the Performance Period without regard to any longer period that may be provided pursuant to the preceding paragraphs of this Award Agreement, and (C) if the Change of Control constitutes a Section 409A Change of Control (as hereinafter defined) and if you incur a separation from service during the two-year period beginning on the Change of Control Date due to (I) disability (as defined in the Company’s disability plan), (II) Retirement, (III) Qualified Retirement, (IV) involuntary termination without Cause or (V) termination of employment for Good Reason during the Applicable Period following the Change of Control, then (x) you will receive a payout with respect to your restricted equity units on the first business day that is at least six months and one day following the applicable separation from service (or, if earlier, within 10 days after the earlier of the date of your death or the last day of the Performance Period (determined without regard to the occurrence of the Change of Control)), (y) such payout will be based on the fair market value of the common equity security of the Surviving Company as of the fifth business day immediately preceding the date of such payment (or, if the payment is to be made within 10 days after the last day of the Performance Period (determined without regard to the occurrence of the Change of Control), then such payout amount will be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control)), and (z) solely in the case of Retirement (but not in the case of a separation from service described in subclause (I), (III), (IV) or (V) of this clause (C)), such payout shall be prorated based on the number of months you worked during the Performance Period (determined without regard to the occurrence of the Change of Control).
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Anadarko Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ R. A. WALKER
|
R. A. Walker
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Anadarko Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ ROBERT G. GWIN
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Robert G. Gwin
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Executive Vice President, Finance and Chief Financial Officer
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(1)
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the Quarterly Report on Form 10-Q of the Company for the period ended
September 30, 2016
, as filed with the Securities and Exchange Commission on the date hereof (Report), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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October 31, 2016
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/s/ R. A. WALKER
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R. A. Walker
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Chairman, President and Chief Executive Officer
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October 31, 2016
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/s/ ROBERT G. GWIN
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Robert G. Gwin
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Executive Vice President, Finance and Chief Financial Officer
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