Delaware
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76-0146568
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1201 Lake Robbins Drive, The Woodlands, Texas
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77380-1046
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(Address of principal executive offices)
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(Zip Code)
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Title of Class
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Number of Shares Outstanding
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Common Stock, par value $0.10 per share
|
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515,088,252
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|
Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Three Months Ended
March 31, |
||||||
millions except per-share amounts
|
|
2018
|
|
2017
|
||||
Revenues and Other
|
|
|
|
|
||||
Oil sales
|
|
$
|
2,127
|
|
|
$
|
1,663
|
|
Natural-gas sales
|
|
247
|
|
|
502
|
|
||
Natural-gas liquids sales
|
|
292
|
|
|
289
|
|
||
Gathering, processing, and marketing sales
|
|
360
|
|
|
444
|
|
||
Gains (losses) on divestitures and other, net
|
|
19
|
|
|
869
|
|
||
Total
|
|
3,045
|
|
|
3,767
|
|
||
Costs and Expenses
|
|
|
|
|
||||
Oil and gas operating
|
|
276
|
|
|
256
|
|
||
Oil and gas transportation
|
|
196
|
|
|
249
|
|
||
Exploration
|
|
168
|
|
|
1,084
|
|
||
Gathering, processing, and marketing
|
|
237
|
|
|
350
|
|
||
General and administrative
|
|
278
|
|
|
263
|
|
||
Depreciation, depletion, and amortization
|
|
990
|
|
|
1,115
|
|
||
Production, property, and other taxes
|
|
190
|
|
|
155
|
|
||
Impairments
|
|
19
|
|
|
373
|
|
||
Other operating expense
|
|
140
|
|
|
22
|
|
||
Total
|
|
2,494
|
|
|
3,867
|
|
||
Operating Income (Loss)
|
|
551
|
|
|
(100
|
)
|
||
Other (Income) Expense
|
|
|
|
|
||||
Interest expense
|
|
228
|
|
|
223
|
|
||
(Gains) losses on derivatives, net
|
|
35
|
|
|
(147
|
)
|
||
Other (income) expense, net
|
|
(12
|
)
|
|
2
|
|
||
Total
|
|
251
|
|
|
78
|
|
||
Income (Loss) Before Income Taxes
|
|
300
|
|
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(178
|
)
|
||
Income tax expense (benefit)
|
|
126
|
|
|
97
|
|
||
Net Income (Loss)
|
|
174
|
|
|
(275
|
)
|
||
Net income (loss) attributable to noncontrolling interests
|
|
53
|
|
|
43
|
|
||
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
121
|
|
|
$
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(318
|
)
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|
|
|
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|
||||
Per Common Share
|
|
|
|
|
||||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
0.23
|
|
|
$
|
(0.58
|
)
|
Net income (loss) attributable to common stockholders—diluted
|
|
$
|
0.22
|
|
|
$
|
(0.58
|
)
|
Average Number of Common Shares Outstanding—Basic
|
|
518
|
|
|
551
|
|
||
Average Number of Common Shares Outstanding—Diluted
|
|
519
|
|
|
551
|
|
||
Dividends (per common share)
|
|
$
|
0.25
|
|
|
$
|
0.05
|
|
|
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Three Months Ended
March 31, |
||||||
millions
|
|
2018
|
|
2017
|
||||
Net Income (Loss)
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|
$
|
174
|
|
|
$
|
(275
|
)
|
Other Comprehensive Income (Loss)
|
|
|
|
|
||||
Adjustments for derivative instruments
|
|
|
|
|
||||
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
|
|
1
|
|
|
1
|
|
||
Total adjustments for derivative instruments, net of taxes
|
|
1
|
|
|
1
|
|
||
Adjustments for pension and other postretirement plans
|
|
|
|
|
||||
Net gain (loss) incurred during period
|
|
—
|
|
|
(4
|
)
|
||
Income taxes on net gain (loss) incurred during period
|
|
—
|
|
|
1
|
|
||
Amortization of net actuarial (gain) loss to other (income) expense, net
|
|
7
|
|
|
9
|
|
||
Income taxes on amortization of net actuarial (gain) loss
|
|
(2
|
)
|
|
(3
|
)
|
||
Amortization of net prior service (credit) cost to other (income) expense, net
|
|
(6
|
)
|
|
(6
|
)
|
||
Income taxes on amortization of net prior service (credit) cost
|
|
1
|
|
|
2
|
|
||
Total adjustments for pension and other postretirement plans, net of taxes
|
|
—
|
|
|
(1
|
)
|
||
Total
|
|
1
|
|
|
—
|
|
||
Comprehensive Income (Loss)
|
|
175
|
|
|
(275
|
)
|
||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
53
|
|
|
43
|
|
||
Comprehensive Income (Loss) Attributable to Common Stockholders
|
|
$
|
122
|
|
|
$
|
(318
|
)
|
millions except per-share amounts
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
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|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents ($524 and $80 related to VIEs)
|
|
$
|
3,361
|
|
|
$
|
4,553
|
|
Accounts receivable (net of allowance of $14 and $14)
|
|
|
|
|
||||
Customers ($125 and $106 related to VIEs)
|
|
1,156
|
|
|
1,222
|
|
||
Others ($13 and $19 related to VIEs)
|
|
639
|
|
|
607
|
|
||
Other current assets
|
|
374
|
|
|
380
|
|
||
Total
|
|
5,530
|
|
|
6,762
|
|
||
Net Properties and Equipment
(net of accumulated depreciation, depletion, and amortization of $34,220 and $34,146) ($6,064 and $5,731 related to VIEs)
|
|
27,758
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|
27,451
|
|
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Other Assets
($572 and $579 related to VIEs)
|
|
2,134
|
|
|
2,211
|
|
||
Goodwill and Other Intangible Assets
($1,184 and $1,191 related to VIEs)
|
|
5,654
|
|
|
5,662
|
|
||
Total Assets
|
|
$
|
41,076
|
|
|
$
|
42,086
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
|
|
|
||||
Trade ($331 and $305 related to VIEs)
|
|
$
|
2,059
|
|
|
$
|
1,894
|
|
Other
|
|
191
|
|
|
266
|
|
||
Short-term debt - Anadarko
(1)
|
|
733
|
|
|
142
|
|
||
Short-term debt - WGP/WES
|
|
28
|
|
|
—
|
|
||
Current asset retirement obligations
|
|
286
|
|
|
294
|
|
||
Other current liabilities
|
|
1,437
|
|
|
1,310
|
|
||
Total
|
|
4,734
|
|
|
3,906
|
|
||
Long-term Debt
|
|
|
|
|
||||
Long-term debt - Anadarko
(1)
|
|
11,467
|
|
|
12,054
|
|
||
Long-term debt - WGP/WES
|
|
4,176
|
|
|
3,493
|
|
||
Total
|
|
15,643
|
|
|
15,547
|
|
||
Other Long-term Liabilities
|
|
|
|
|
||||
Deferred income taxes
|
|
2,267
|
|
|
2,234
|
|
||
Asset retirement obligations ($147 and $143 related to VIEs)
|
|
2,510
|
|
|
2,500
|
|
||
Other
|
|
4,166
|
|
|
4,109
|
|
||
Total
|
|
8,943
|
|
|
8,843
|
|
||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Common stock, par value $0.10 per share
(1.0 billion shares authorized, 575.2 million and 574.2 million shares issued) |
|
57
|
|
|
57
|
|
||
Paid-in capital
|
|
11,701
|
|
|
12,000
|
|
||
Retained earnings
|
|
1,152
|
|
|
1,109
|
|
||
Treasury stock (71.3 million and 43.4 million shares)
|
|
(3,759
|
)
|
|
(2,132
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(410
|
)
|
|
(338
|
)
|
||
Total Stockholders’ Equity
|
|
8,741
|
|
|
10,696
|
|
||
Noncontrolling interests
|
|
3,015
|
|
|
3,094
|
|
||
Total Equity
|
|
11,756
|
|
|
13,790
|
|
||
Total Liabilities and Equity
|
|
$
|
41,076
|
|
|
$
|
42,086
|
|
(1)
|
Excludes WES and WGP.
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
millions
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
Balance at December 31, 2017
|
|
$
|
57
|
|
|
$
|
12,000
|
|
|
$
|
1,109
|
|
|
$
|
(2,132
|
)
|
|
$
|
(338
|
)
|
|
$
|
3,094
|
|
|
$
|
13,790
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
174
|
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||||
Dividends—common stock
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|||||||
Repurchases of common stock
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
|
(1,627
|
)
|
|
—
|
|
|
—
|
|
|
(1,959
|
)
|
|||||||
Subsidiary equity transactions
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
3
|
|
|||||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
(118
|
)
|
|||||||
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Cumulative effect of accounting change
(1)
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
(73
|
)
|
|
(23
|
)
|
|
(47
|
)
|
|||||||
Balance at March 31, 2018
|
|
$
|
57
|
|
|
$
|
11,701
|
|
|
$
|
1,152
|
|
|
$
|
(3,759
|
)
|
|
$
|
(410
|
)
|
|
$
|
3,015
|
|
|
$
|
11,756
|
|
(1)
|
The Company adopted ASU 2014-09,
Revenue from Contracts with Customers (Topic 606),
and ASU 2018-02,
Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,
beginning January 1, 2018; see
Note 1—Summary of Significant Accounting Policies
in the
Notes to Consolidated Financial Statements
for further information.
|
|
|
Three Months Ended
March 31, |
||||||
millions
|
|
2018
|
|
2017
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
174
|
|
|
$
|
(275
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
|
|
|
|
|
||||
Depreciation, depletion, and amortization
|
|
990
|
|
|
1,115
|
|
||
Deferred income taxes
|
|
42
|
|
|
(660
|
)
|
||
Dry hole expense and impairments of unproved properties
|
|
106
|
|
|
1,012
|
|
||
Impairments
|
|
19
|
|
|
373
|
|
||
(Gains) losses on divestitures, net
|
|
24
|
|
|
(804
|
)
|
||
Total (gains) losses on derivatives, net
|
|
36
|
|
|
(147
|
)
|
||
Operating portion of net cash received (paid) in settlement of derivative instruments
|
|
(63
|
)
|
|
(8
|
)
|
||
Other
|
|
74
|
|
|
83
|
|
||
Changes in assets and liabilities
|
|
|
|
|
||||
(Increase) decrease in accounts receivable
|
|
23
|
|
|
68
|
|
||
Increase (decrease) in accounts payable and other current liabilities
|
|
45
|
|
|
395
|
|
||
Other items, net
|
|
(40
|
)
|
|
(29
|
)
|
||
Net cash provided by (used in) operating activities
|
|
1,430
|
|
|
1,123
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
||||
Additions to properties and equipment
|
|
(1,547
|
)
|
|
(1,194
|
)
|
||
Divestitures of properties and equipment and other assets
|
|
371
|
|
|
2,851
|
|
||
Other, net
|
|
63
|
|
|
66
|
|
||
Net cash provided by (used in) investing activities
|
|
(1,113
|
)
|
|
1,723
|
|
||
Cash Flows from Financing Activities
|
|
|
|
|
||||
Borrowings, net of issuance costs
|
|
1,333
|
|
|
—
|
|
||
Repayments of debt
|
|
(639
|
)
|
|
(10
|
)
|
||
Financing portion of net cash received (paid) for derivative instruments
|
|
54
|
|
|
(37
|
)
|
||
Increase (decrease) in outstanding checks
|
|
(26
|
)
|
|
28
|
|
||
Dividends paid
|
|
(127
|
)
|
|
(28
|
)
|
||
Repurchases of common stock
|
|
(1,959
|
)
|
|
(21
|
)
|
||
Distributions to noncontrolling interest owners
|
|
(118
|
)
|
|
(105
|
)
|
||
Payments of future hard-minerals royalty revenues conveyed
|
|
(25
|
)
|
|
(25
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(1,507
|
)
|
|
(198
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents
|
|
—
|
|
|
3
|
|
||
Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents
|
|
(1,190
|
)
|
|
2,651
|
|
||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents at Beginning of Period
|
|
4,674
|
|
|
3,308
|
|
||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents at End of Period
|
|
$
|
3,484
|
|
|
$
|
5,959
|
|
•
|
Exploration and Production
—The Company’s oil is sold primarily to marketers, gatherers, and refiners. Natural gas is sold primarily to interstate and intrastate natural-gas pipelines, direct end-users, industrial users, local distribution companies, and natural-gas marketers. NGLs are sold primarily to direct end-users, refiners, and marketers. Payment is generally received from the customer in the month following delivery.
|
•
|
WES Midstream and Other Midstream
—Anadarko provides gathering, compressing, treating, processing, stabilizing, transporting, and disposal services pursuant to a variety of contracts. Under these arrangements, the Company receives fees and/or retains a percentage of products or a percentage of the proceeds from the sale of the customer’s products. These revenues are included in gathering, processing, and marketing sales in the Company’s Consolidated Statements of Income. Payment is generally received from the customer in the month of service or the month following the service. Contracts with customers generally have initial terms ranging from
5
to
10
years.
|
CONSOLIDATED STATEMENT OF INCOME
|
Impact of Change in Accounting Policy
|
||||||||||
millions
|
As Reported
|
|
Without Adoption of Topic 606
|
|
Effect of Change
Increase/(Decrease)
|
||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Gathering, processing, and marketing sales
|
$
|
360
|
|
|
$
|
577
|
|
|
$
|
(217
|
)
|
Gains (losses) on divestitures and other, net
|
19
|
|
|
21
|
|
|
(2
|
)
|
|||
Expenses
|
|
|
|
|
|
||||||
Gathering, processing, and marketing
|
237
|
|
|
451
|
|
|
(214
|
)
|
|||
Income tax expense (benefit)
|
126
|
|
|
127
|
|
|
(1
|
)
|
|||
Net income (loss) attributable to noncontrolling interests
|
53
|
|
|
54
|
|
|
(1
|
)
|
|||
Net Income (Loss) Attributable to Common Stockholders
|
$
|
121
|
|
|
$
|
124
|
|
|
$
|
(3
|
)
|
CONSOLIDATED BALANCE SHEET
|
Impact of Change in Accounting Policy
|
||||||||||
millions
|
As Reported
|
|
Without Adoption of Topic 606
|
|
Effect of Change
Increase/(Decrease)
|
||||||
March 31, 2018
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Net properties and equipment
|
$
|
27,758
|
|
|
$
|
27,715
|
|
|
$
|
43
|
|
Other assets
|
2,134
|
|
|
2,122
|
|
|
12
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Other current liabilities
|
1,437
|
|
|
1,434
|
|
|
3
|
|
|||
Deferred income taxes
|
2,267
|
|
|
2,274
|
|
|
(7
|
)
|
|||
Other
|
4,166
|
|
|
4,056
|
|
|
110
|
|
|||
Equity
|
|
|
|
|
|
||||||
Total equity
|
11,756
|
|
|
11,807
|
|
|
(51
|
)
|
millions
|
Exploration
& Production |
|
WES Midstream
|
|
Other Midstream
|
|
Other and
Intersegment Eliminations |
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Product Type
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil sales
|
$
|
2,127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,127
|
|
Natural-gas sales
|
247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|||||
Natural-gas liquids sales
|
292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|||||
Gathering, processing, and marketing sales
(1)
|
—
|
|
|
438
|
|
|
86
|
|
|
24
|
|
|
548
|
|
|||||
Other, net
|
3
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
22
|
|
|||||
Total Revenue from Customers
|
$
|
2,669
|
|
|
$
|
438
|
|
|
$
|
86
|
|
|
$
|
43
|
|
|
$
|
3,236
|
|
Gathering, processing, and marketing sales
(2)
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
(189
|
)
|
|
(188
|
)
|
|||||
Gains (losses) on divestitures, net
|
(33
|
)
|
|
—
|
|
|
9
|
|
|
—
|
|
|
(24
|
)
|
|||||
Other, net
|
(12
|
)
|
|
29
|
|
|
10
|
|
|
(6
|
)
|
|
21
|
|
|||||
Total Revenue from Other than Customers
|
$
|
(45
|
)
|
|
$
|
28
|
|
|
$
|
21
|
|
|
$
|
(195
|
)
|
|
$
|
(191
|
)
|
Total Revenue and Other
|
$
|
2,624
|
|
|
$
|
466
|
|
|
$
|
107
|
|
|
$
|
(152
|
)
|
|
$
|
3,045
|
|
(1)
|
The amount in Other and Intersegment Eliminations primarily represents sales of third-party natural gas and NGLs of
$224 million
and intercompany eliminations of
$(196) million
.
|
(2)
|
The amount in Other and Intersegment Eliminations represents purchases of third-party natural gas and NGLs. Although these purchases are reported net in gathering, processing, and marketing sales in the Company’s Consolidated Statements of Income, they are shown separately on this table, as the purchases are not considered revenue from customers.
|
millions
|
|
||
Balance at December 31, 2017
|
$
|
37
|
|
Increase due to cumulative effect of adopting Topic 606
|
98
|
|
|
Increase due to cash received, excluding revenues recognized in the period
|
40
|
|
|
Decrease due to revenue recognized
|
(12
|
)
|
|
Balance at March 31, 2018
|
$
|
163
|
|
|
|
||
Contract liabilities at March 31, 2018
|
|
||
Other current liabilities
|
$
|
39
|
|
Other long-term liabilities - other
|
124
|
|
|
Total contract liabilities from contracts with customers
|
$
|
163
|
|
millions
|
Exploration
& Production |
|
WES Midstream
|
|
Other Midstream
|
|
Other and
Intersegment Eliminations |
|
Total
|
||||||||||
Remainder of 2018
|
$
|
74
|
|
|
$
|
268
|
|
|
$
|
38
|
|
|
$
|
(167
|
)
|
|
$
|
213
|
|
2019
|
102
|
|
|
440
|
|
|
74
|
|
|
(327
|
)
|
|
289
|
|
|||||
2020
|
103
|
|
|
496
|
|
|
87
|
|
|
(394
|
)
|
|
292
|
|
|||||
2021
|
103
|
|
|
470
|
|
|
94
|
|
|
(395
|
)
|
|
272
|
|
|||||
2022
|
7
|
|
|
461
|
|
|
98
|
|
|
(394
|
)
|
|
172
|
|
|||||
Thereafter
|
62
|
|
|
1,698
|
|
|
194
|
|
|
(1,321
|
)
|
|
633
|
|
|||||
Total
|
$
|
451
|
|
|
$
|
3,833
|
|
|
$
|
585
|
|
|
$
|
(2,998
|
)
|
|
$
|
1,871
|
|
millions
|
March 31,
2018 |
|
December 31,
2017 |
||||
Oil
|
$
|
184
|
|
|
$
|
165
|
|
Natural gas
|
8
|
|
|
29
|
|
||
NGLs
|
117
|
|
|
122
|
|
||
Total inventories
|
$
|
309
|
|
|
$
|
316
|
|
millions
|
2018
|
|
2017
|
||||
Proceeds received, net of closing adjustments
|
$
|
371
|
|
|
$
|
2,851
|
|
Gains (losses) on divestitures, net
(1)
|
(24
|
)
|
|
804
|
|
(1)
|
Includes the
$126 million
gain related to the property exchange discussed below.
|
•
|
Alaska nonoperated assets, included in the Exploration and Production and Other Midstream reporting segments, for net proceeds of
$383 million
and net losses of
$30 million
in
2018
and
$154 million
in the fourth quarter of
2017
. As this transaction is subject to regulatory approval, the Company recognized a contingent liability, which is presented net with the related assets, equal to the net proceeds received from the buyer.
|
•
|
Eagleford assets in South Texas, included in the Exploration and Production reporting segment, for net proceeds of
$2.1 billion
and a net gain of
$726 million
.
|
•
|
Marcellus assets in Pennsylvania, included in the Exploration and Production and Other Midstream reporting segments, for net proceeds of
$763 million
and net losses of
$44 million
in
2017
and
$129 million
in the fourth quarter of
2016
.
|
|
Three Months Ended
|
||||||
millions
|
Impairment
|
|
Fair Value
(1)
|
||||
March 31, 2018
|
|
|
|
||||
Exploration and Production
|
|
|
|
||||
Gulf of Mexico properties
|
$
|
19
|
|
|
$
|
—
|
|
Total
|
$
|
19
|
|
|
$
|
—
|
|
|
|
|
|
||||
March 31, 2017
|
|
|
|
||||
Exploration and Production
|
|
|
|
||||
Gulf of Mexico properties
|
$
|
204
|
|
|
$
|
231
|
|
WES Midstream
|
168
|
|
|
49
|
|
||
Other Midstream
|
1
|
|
|
—
|
|
||
Total
|
$
|
373
|
|
|
$
|
280
|
|
(1)
|
Measured as of the impairment date using the income approach and Level 3 inputs. The primary assumptions used to estimate undiscounted future net cash flows include anticipated future production, commodity prices, and capital and operating costs.
|
millions
|
March 31,
2018 |
|
December 31,
2017 |
||||
Accrued income taxes
|
$
|
54
|
|
|
$
|
71
|
|
Interest payable
|
167
|
|
|
246
|
|
||
Production, property, and other taxes payable
|
276
|
|
|
216
|
|
||
Accrued employee benefits
|
140
|
|
|
210
|
|
||
Derivatives
|
460
|
|
|
384
|
|
||
Other
|
340
|
|
|
183
|
|
||
Total other current liabilities
|
$
|
1,437
|
|
|
$
|
1,310
|
|
|
2018 Settlement
|
||
Oil
|
|
||
Two-Way Collars (MBbls/d)
|
108
|
|
|
Average price per barrel (WTI)
|
|
||
Ceiling sold price (call)
|
$
|
60.48
|
|
Floor purchased price (put)
|
$
|
50.00
|
|
Fixed-Price Contracts (MBbls/d)
|
84
|
|
|
Average price per barrel (Brent)
|
$
|
61.45
|
|
Natural Gas
|
|
||
Three-Way Collars (thousand MMBtu/d)
|
250
|
|
|
Average price per MMBtu (Henry Hub)
|
|
||
Ceiling sold price (call)
|
$
|
3.54
|
|
Floor purchased price (put)
|
$
|
2.75
|
|
Floor sold price (put)
|
$
|
2.00
|
|
Fixed-Price Contracts (thousand MMBtu/d)
|
256
|
|
|
Average price per MMBtu (Henry Hub)
|
$
|
3.02
|
|
millions except percentages
|
|
|
|
Mandatory
|
|
Weighted-Average
|
|||
Notional Principal Amount
|
|
Reference Period
|
|
Termination Date
|
|
Interest Rate
|
|||
$
|
550
|
|
|
|
September 2016 - 2046
|
|
September 2020
|
|
6.418%
|
$
|
250
|
|
|
|
September 2016 - 2046
|
|
September 2022
|
|
6.809%
|
$
|
200
|
|
|
|
September 2017 - 2047
|
|
September 2018
|
|
6.049%
|
$
|
100
|
|
|
|
September 2017 - 2047
|
|
September 2020
|
|
6.891%
|
$
|
250
|
|
|
|
September 2017 - 2047
|
|
September 2021
|
|
6.570%
|
$
|
250
|
|
|
|
September 2017 - 2047
|
|
September 2023
|
|
6.761%
|
|
|
Gross Derivative Assets
|
|
Gross Derivative Liabilities
|
||||||||||||
millions
|
|
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
||||||||
Balance Sheet Classification
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Other assets
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Other current liabilities
|
|
31
|
|
|
45
|
|
|
(292
|
)
|
|
(206
|
)
|
||||
Other liabilities
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
||||
|
|
38
|
|
|
54
|
|
|
(293
|
)
|
|
(209
|
)
|
||||
Interest-rate derivatives
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
17
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Other assets
|
|
47
|
|
|
40
|
|
|
—
|
|
|
—
|
|
||||
Other current liabilities
|
|
—
|
|
|
—
|
|
|
(211
|
)
|
|
(236
|
)
|
||||
Other liabilities
|
|
—
|
|
|
—
|
|
|
(1,045
|
)
|
|
(1,183
|
)
|
||||
|
|
64
|
|
|
54
|
|
|
(1,256
|
)
|
|
(1,419
|
)
|
||||
Total derivatives
|
|
$
|
102
|
|
|
$
|
108
|
|
|
$
|
(1,549
|
)
|
|
$
|
(1,628
|
)
|
millions
|
|
Three Months Ended
March 31, |
||||||
Classification of (Gain) Loss Recognized
|
|
2018
|
|
2017
|
||||
Commodity derivatives
|
|
|
|
|
||||
Gathering, processing, and marketing sales
(1)
|
|
$
|
1
|
|
|
$
|
—
|
|
(Gains) losses on derivatives, net
|
|
162
|
|
|
(135
|
)
|
||
Interest-rate derivatives
|
|
|
|
|
||||
(Gains) losses on derivatives, net
|
|
(127
|
)
|
|
(12
|
)
|
||
Total (gains) losses on derivatives, net
|
|
$
|
36
|
|
|
$
|
(147
|
)
|
(1)
|
Represents the effect of Marketing and Trading Derivative Activities.
|
millions
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Collateral
|
|
Total
|
||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
Interest-rate derivatives
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
71
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
—
|
|
|
$
|
(293
|
)
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
7
|
|
|
$
|
(255
|
)
|
Interest-rate derivatives
|
—
|
|
|
(1,256
|
)
|
|
—
|
|
|
—
|
|
|
69
|
|
|
(1,187
|
)
|
||||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
(1,549
|
)
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
76
|
|
|
$
|
(1,442
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
1
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
(46
|
)
|
|
$
|
(1
|
)
|
|
$
|
7
|
|
Interest-rate derivatives
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Total derivative assets
|
$
|
1
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
(46
|
)
|
|
$
|
(1
|
)
|
|
$
|
61
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
$
|
(1
|
)
|
|
$
|
(208
|
)
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
3
|
|
|
$
|
(160
|
)
|
Interest-rate derivatives
|
—
|
|
|
(1,419
|
)
|
|
—
|
|
|
—
|
|
|
170
|
|
|
(1,249
|
)
|
||||||
Total derivative liabilities
|
$
|
(1
|
)
|
|
$
|
(1,627
|
)
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
173
|
|
|
$
|
(1,409
|
)
|
(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, 2017
|
$
|
3,465
|
|
|
$
|
28
|
|
|
$
|
11,965
|
|
|
$
|
15,458
|
|
|
|
Issuances
|
394
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|
WES 4.500% Senior Notes due 2028
|
||||
|
687
|
|
|
—
|
|
|
—
|
|
|
687
|
|
|
WES 5.300% Senior Notes due 2048
|
||||
Borrowings
|
260
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|
WES RCF
|
||||
Repayments
|
(630
|
)
|
|
—
|
|
|
—
|
|
|
(630
|
)
|
|
WES RCF
|
||||
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
TEUs - senior amortizing notes
|
||||
Other, net
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|
Amortization of discounts, premiums, and debt issuance costs
|
||||
Balance at March 31, 2018
|
$
|
4,176
|
|
|
$
|
28
|
|
|
$
|
11,970
|
|
|
$
|
16,174
|
|
|
|
(1)
|
Excludes WES.
|
(2)
|
Excludes WES and WGP.
|
millions
|
WES
|
|
WGP
(1)
|
|
Anadarko
(2)
|
|
Consolidated
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Total borrowings at face value
|
$
|
4,220
|
|
|
$
|
28
|
|
|
$
|
13,506
|
|
|
$
|
17,754
|
|
Net unamortized discounts, premiums, and debt issuance costs
(3)
|
(44
|
)
|
|
—
|
|
|
(1,536
|
)
|
|
(1,580
|
)
|
||||
Total borrowings
(4)
|
4,176
|
|
|
28
|
|
|
11,970
|
|
|
16,174
|
|
||||
Capital lease obligations
|
—
|
|
|
—
|
|
|
230
|
|
|
230
|
|
||||
Less short-term debt
|
—
|
|
|
28
|
|
|
733
|
|
|
761
|
|
||||
Total long-term debt
|
$
|
4,176
|
|
|
$
|
—
|
|
|
$
|
11,467
|
|
|
$
|
15,643
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Total borrowings at face value
|
$
|
3,490
|
|
|
$
|
28
|
|
|
$
|
13,514
|
|
|
$
|
17,032
|
|
Net unamortized discounts, premiums, and debt issuance costs
(3)
|
(25
|
)
|
|
—
|
|
|
(1,549
|
)
|
|
(1,574
|
)
|
||||
Total borrowings
(4)
|
3,465
|
|
|
28
|
|
|
11,965
|
|
|
15,458
|
|
||||
Capital lease obligations
|
—
|
|
|
—
|
|
|
231
|
|
|
231
|
|
||||
Less short-term debt
|
—
|
|
|
—
|
|
|
142
|
|
|
142
|
|
||||
Total long-term debt
|
$
|
3,465
|
|
|
$
|
28
|
|
|
$
|
12,054
|
|
|
$
|
15,547
|
|
(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 RCFs 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 RCF, are senior unsecured.
|
|
|
Three Months Ended
March 31, |
||||||
millions except percentages
|
|
2018
|
|
2017
|
||||
Current income tax expense (benefit)
|
|
$
|
90
|
|
|
$
|
762
|
|
Deferred income tax expense (benefit)
|
|
36
|
|
|
(665
|
)
|
||
Total income tax expense (benefit)
|
|
$
|
126
|
|
|
$
|
97
|
|
Income (loss) before income taxes
|
|
300
|
|
|
(178
|
)
|
||
Effective tax rate
|
|
42
|
%
|
|
(54
|
)%
|
•
|
state taxes, net of federal benefits
|
•
|
tax impact from foreign operations
|
•
|
non-deductible Algerian exceptional profits tax for Algerian income tax purposes
|
•
|
net changes in uncertain tax positions
|
•
|
state taxes, net of federal benefit
|
•
|
non-deductible Algerian exceptional profits tax for Algerian income tax purposes
|
•
|
tax impact from foreign operations
|
•
|
net changes in uncertain tax positions
|
•
|
tax deficiency related to share-based compensation due to the adoption of ASU 2016-09
|
•
|
income attributable to noncontrolling interests
|
•
|
federal manufacturing deduction
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
millions
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
23
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
19
|
|
|
21
|
|
|
3
|
|
|
3
|
|
||||
Expected (return) loss on plan assets
|
(21
|
)
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
7
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net prior service cost (credit)
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
Settlement expense
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Termination benefits expense
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
(1)
|
$
|
28
|
|
|
$
|
34
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
(1)
|
The service cost component of net periodic benefit cost is included in G&A; oil and gas operating expense; gathering, processing, and marketing expense; and exploration expense, and all other components of net periodic benefit cost are included in other (income) expense on the Company’s Consolidated Statements of Income.
|
|
|
Three Months Ended
March 31, |
||||||
millions except per-share amounts
|
|
2018
|
|
2017
|
||||
Net income (loss)
|
|
|
|
|
||||
Net income (loss) attributable to common stockholders
|
|
$
|
121
|
|
|
$
|
(318
|
)
|
Income (loss) effect of TEUs
|
|
(3
|
)
|
|
(2
|
)
|
||
Less distributions on participating securities
|
|
1
|
|
|
—
|
|
||
Basic
|
|
$
|
117
|
|
|
$
|
(320
|
)
|
Income (loss) effect of TEUs
|
|
(1
|
)
|
|
—
|
|
||
Diluted
|
|
$
|
116
|
|
|
$
|
(320
|
)
|
Shares
|
|
|
|
|
||||
Average number of common shares outstanding—basic
|
|
518
|
|
|
551
|
|
||
Dilutive effect of stock options
|
|
1
|
|
|
—
|
|
||
Average number of common shares outstanding—diluted
|
|
519
|
|
|
551
|
|
||
Excluded due to anti-dilutive effect
|
|
10
|
|
|
11
|
|
||
Net income (loss) per common share
|
|
|
|
|
||||
Basic
|
|
$
|
0.23
|
|
|
$
|
(0.58
|
)
|
Diluted
|
|
$
|
0.22
|
|
|
$
|
(0.58
|
)
|
|
Three Months Ended
March 31, |
||||||
millions
|
2018
|
|
2017
|
||||
Statement of Operations Data
|
|
|
|
||||
Total revenues and other
|
$
|
437
|
|
|
$
|
516
|
|
Operating income (loss)
|
187
|
|
|
138
|
|
||
Net income (loss)
|
150
|
|
|
103
|
|
||
Statement of Cash Flows Data
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
$
|
241
|
|
|
$
|
192
|
|
Net cash provided by (used in) investing activities
|
(294
|
)
|
|
(252
|
)
|
||
Net cash provided by (used in) financing activities
|
497
|
|
|
(176
|
)
|
millions
|
March 31,
2018 |
|
December 31,
2017 |
||||
Balance Sheet Data
|
|
|
|
||||
Cash and cash equivalents
|
$
|
524
|
|
|
$
|
80
|
|
Net property, plant, and equipment
|
6,064
|
|
|
5,731
|
|
||
Total assets
|
8,816
|
|
|
8,016
|
|
||
Long-term debt
|
4,176
|
|
|
3,493
|
|
||
Total liabilities
|
4,967
|
|
|
4,071
|
|
||
Total equity and partners’ capital
|
3,849
|
|
|
3,945
|
|
|
Three Months Ended
March 31, |
||||||
millions
|
2018
|
|
2017
|
||||
Cash paid (received)
|
|
|
|
||||
Interest, net of amounts capitalized
|
$
|
326
|
|
|
$
|
308
|
|
Income taxes, net of refunds
|
12
|
|
|
1
|
|
||
Non-cash investing activities
|
|
|
|
||||
Fair value of properties and equipment acquired
|
$
|
2
|
|
|
$
|
549
|
|
Asset retirement cost additions
|
63
|
|
|
61
|
|
||
Accruals of property, plant, and equipment
|
965
|
|
|
608
|
|
||
Net liabilities assumed (divested) in acquisitions and divestitures
|
(25
|
)
|
|
(82
|
)
|
||
Non-cash investing and financing activities
|
|
|
|
||||
Deferred drilling lease liability
|
$
|
—
|
|
|
$
|
7
|
|
millions
|
March 31,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
$
|
3,361
|
|
|
$
|
4,553
|
|
Restricted cash and restricted cash equivalents included in Other Assets
|
123
|
|
|
121
|
|
||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents
|
$
|
3,484
|
|
|
$
|
4,674
|
|
|
Three Months Ended
March 31, |
||||||
millions
|
2018
|
|
2017
|
||||
Income (loss) before income taxes
|
$
|
300
|
|
|
$
|
(178
|
)
|
Interest expense
|
228
|
|
|
223
|
|
||
DD&A
|
990
|
|
|
1,115
|
|
||
Exploration expense
|
168
|
|
|
1,084
|
|
||
(Gains) losses on divestitures, net
|
24
|
|
|
(804
|
)
|
||
Impairments
|
19
|
|
|
373
|
|
||
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives
|
(27
|
)
|
|
(155
|
)
|
||
Restructuring charges
|
—
|
|
|
(1
|
)
|
||
Less net income (loss) attributable to noncontrolling interests
|
53
|
|
|
43
|
|
||
Consolidated Adjusted EBITDAX
|
$
|
1,649
|
|
|
$
|
1,614
|
|
millions
|
Exploration
& Production
|
|
WES Midstream
|
|
Other Midstream
|
|
Other and
Intersegment
Eliminations
|
|
Total
|
||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
2,656
|
|
|
$
|
310
|
|
|
$
|
36
|
|
|
$
|
24
|
|
|
$
|
3,026
|
|
Intersegment revenues
|
10
|
|
|
127
|
|
|
52
|
|
|
(189
|
)
|
|
—
|
|
|||||
Other
|
(9
|
)
|
|
29
|
|
|
10
|
|
|
13
|
|
|
43
|
|
|||||
Total revenues and other
(1)
|
2,657
|
|
|
466
|
|
|
98
|
|
|
(152
|
)
|
|
3,069
|
|
|||||
Operating costs and expenses
(2)
|
876
|
|
|
194
|
|
|
54
|
|
|
193
|
|
|
1,317
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
68
|
|
|||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
53
|
|
|||||
Total expenses and other
|
876
|
|
|
194
|
|
|
54
|
|
|
302
|
|
|
1,426
|
|
|||||
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||
Adjusted EBITDAX
|
$
|
1,781
|
|
|
$
|
272
|
|
|
$
|
44
|
|
|
$
|
(448
|
)
|
|
$
|
1,649
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
2,451
|
|
|
$
|
366
|
|
|
$
|
36
|
|
|
$
|
45
|
|
|
$
|
2,898
|
|
Intersegment revenues
|
3
|
|
|
151
|
|
|
42
|
|
|
(196
|
)
|
|
—
|
|
|||||
Other
|
2
|
|
|
30
|
|
|
6
|
|
|
27
|
|
|
65
|
|
|||||
Total revenues and other
(1)
|
2,456
|
|
|
547
|
|
|
84
|
|
|
(124
|
)
|
|
2,963
|
|
|||||
Operating costs and expenses
(2)
|
923
|
|
|
292
|
|
|
50
|
|
|
31
|
|
|
1,296
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||
Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
43
|
|
|||||
Total expenses and other
|
923
|
|
|
292
|
|
|
50
|
|
|
82
|
|
|
1,347
|
|
|||||
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Adjusted EBITDAX
|
$
|
1,533
|
|
|
$
|
255
|
|
|
$
|
34
|
|
|
$
|
(208
|
)
|
|
$
|
1,614
|
|
(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 certain other operating expenses since these expenses are excluded from Adjusted EBITDAX.
|
•
|
the Company’s assumptions about energy markets
|
•
|
production and sales volume levels
|
•
|
levels of oil, natural-gas, and 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 and other operational risks
|
•
|
processing volumes, pipeline throughput, and produced water disposal
|
•
|
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 international, provincial, federal, regional, state, tribal, local, and foreign 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 successfully complete its $3.0 Billion Share-Repurchase Program
|
•
|
uncertainties associated with acquired properties and businesses
|
•
|
disruptions in international oil and NGLs 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
|
•
|
the outcome of pending and future regulatory, legislative, or other proceedings or investigations, including the investigation by the NTSB related to the Company’s operations in Colorado, and continued or additional disruptions in operations that may occur as the Company complies with regulatory orders or other state or local changes in laws or regulations in Colorado
|
•
|
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,
2017
, this Form 10-Q, and in the Company’s other public filings, press releases, and discussions with Company management
|
•
|
Anadarko’s overall sales-volume product mix increased to
57%
oil in the
first
quarter of
2018
, compared to
46%
in the
first
quarter of
2017
, which significantly improved margins and returns.
|
•
|
Oil sales volumes in the Delaware basin
increased
by
21
MBbls/d, representing a
70%
increase
from the
first
quarter of
2017
, primarily due to continued drilling and completion activities.
|
•
|
The operating agreement with the Ghanaian Government for the TEN fields was not affected by the 2017 ruling from the International Tribunal for the Law of the Sea regarding the delimitation of the maritime boundary between Ghana and Côte d’Ivoire in the Atlantic Ocean, and the operator resumed drilling operations in the
first
quarter of
2018
.
|
•
|
In the
first
quarter of
2018
, the operator of the FPSO at the Jubilee field in Ghana completed the first of three shutdown periods that are expected to occur in 2018 to effectively stabilize the turret and rotate the FPSO to its permanent heading. In addition, the operator resumed drilling operations after receiving Ghanaian Government approval for the full-field plan of development.
|
•
|
The Government of Mozambique approved the Development Plan for the Anadarko-operated, initial two-train Golfinho/Atum project.
|
•
|
In Mozambique, the Company continues to progress the resettlement and site preparation activities, which will position the onshore area for construction of the LNG facilities.
|
•
|
Anadarko and its co-venturers in Offshore Area 1 in Mozambique reached agreement on a long-term sale and purchase agreement for 1.2 million tonnes per annum for 15 years with Électricité de France, S.A.
|
•
|
The Company generated
$1.4 billion
of cash flow from operations and ended the quarter with
$3.4 billion
of cash.
|
•
|
In February 2018, the Company expanded the announced share-repurchase program to $3.0 billion and completed the repurchase of
8.5 million
shares of its common stock for
$500 million
(average price of
$58.82
per share) under an ASR Agreement.
|
•
|
In March 2018, the Company entered into an additional ASR Agreement to repurchase the remaining
$1.4 billion
of the Company’s common stock under the
$3.0 Billion
Share-Repurchase Program and received an initial delivery of
19.1 million
shares. The
$3.0 Billion
Share-Repurchase Program is expected to be completed in the second quarter of 2018.
|
|
|
Three Months Ended
March 31, |
||||||
millions except per-share amounts
|
|
2018
|
|
2017
|
||||
Oil, natural-gas, and NGLs sales
|
|
$
|
2,666
|
|
|
$
|
2,454
|
|
Gathering, processing, and marketing sales
|
|
360
|
|
|
444
|
|
||
Gains (losses) on divestitures and other, net
|
|
19
|
|
|
869
|
|
||
Revenues and other
|
|
$
|
3,045
|
|
|
$
|
3,767
|
|
Costs and expenses
|
|
2,494
|
|
|
3,867
|
|
||
Other (income) expense
|
|
251
|
|
|
78
|
|
||
Income tax expense (benefit)
|
|
126
|
|
|
97
|
|
||
Net income (loss) attributable to common stockholders
|
|
$
|
121
|
|
|
$
|
(318
|
)
|
Net income (loss) per common share attributable to common stockholders—diluted
|
|
$
|
0.22
|
|
|
$
|
(0.58
|
)
|
Average number of common shares outstanding—diluted
|
|
519
|
|
|
551
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
millions except percentages
|
|
Oil
|
|
Natural Gas
|
|
NGLs
|
|
Total
|
||||||||
2017 sales revenues
|
|
$
|
1,663
|
|
|
$
|
502
|
|
|
$
|
289
|
|
|
$
|
2,454
|
|
Changes associated with prices
|
|
445
|
|
|
(37
|
)
|
|
56
|
|
|
464
|
|
||||
Changes associated with sales volumes
|
|
19
|
|
|
(218
|
)
|
|
(53
|
)
|
|
(252
|
)
|
||||
2018 sales revenues
|
|
$
|
2,127
|
|
|
$
|
247
|
|
|
$
|
292
|
|
|
$
|
2,666
|
|
Increase (decrease) vs. 2017
|
|
28
|
%
|
|
(51
|
)%
|
|
1
|
%
|
|
9
|
%
|
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||
Barrels of Oil Equivalent
|
|
|
|
|
|
|
|||
(MMBOE except percentages)
|
|
|
|
|
|
|
|||
United States
|
|
50
|
|
|
(20
|
)%
|
|
62
|
|
International
|
|
8
|
|
|
(16
|
)
|
|
10
|
|
Total barrels of oil equivalent
|
|
58
|
|
|
(19
|
)
|
|
72
|
|
|
|
|
|
|
|
|
|||
Barrels of Oil Equivalent per Day
|
|
|
|
|
|
|
|||
(MBOE/d except percentages)
|
|
|
|
|
|
|
|||
United States
|
|
555
|
|
|
(20
|
)%
|
|
691
|
|
International
|
|
88
|
|
|
(16
|
)
|
|
104
|
|
Total barrels of oil equivalent per day
|
|
643
|
|
|
(19
|
)
|
|
795
|
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||||
Oil sales revenues
(millions)
|
|
$
|
2,127
|
|
|
28
|
%
|
|
$
|
1,663
|
|
|
|
|
|
|
|
|
|||||
United States
|
|
|
|
|
|
|
|||||
Sales volumes—MMBbls
|
|
25
|
|
|
7
|
%
|
|
24
|
|
||
MBbls/d
|
|
288
|
|
|
7
|
|
|
269
|
|
||
Price per barrel
|
|
$
|
62.58
|
|
|
27
|
|
|
$
|
49.23
|
|
|
|
|
|
|
|
|
|||||
International
|
|
|
|
|
|
|
|||||
Sales volumes—MMBbls
|
|
8
|
|
|
(15
|
)%
|
|
9
|
|
||
MBbls/d
|
|
83
|
|
|
(15
|
)
|
|
98
|
|
||
Price per barrel
|
|
$
|
67.39
|
|
|
26
|
|
|
$
|
53.36
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
|
|
|
|
|
|||||
Sales volumes—MMBbls
|
|
33
|
|
|
1
|
%
|
|
33
|
|
||
MBbls/d
|
|
371
|
|
|
1
|
|
|
367
|
|
||
Price per barrel
|
|
$
|
63.66
|
|
|
26
|
|
|
$
|
50.34
|
|
millions
|
|
Change in
Revenues
|
|
Due to Change
in Prices
|
|
Due to Change
in Volumes
|
||||||
Three months ended March 31, 2018 vs. 2017
|
|
$
|
464
|
|
|
$
|
445
|
|
|
$
|
19
|
|
•
|
Sales volumes
increased
for Delaware basin by
21
MBbls/d and for DJ basin by
19
MBbls/d, primarily due to continued drilling and completion activities in 2018.
|
•
|
Divestitures resulted in a
decrease
in sales volumes of
25
MBbls/d, primarily related to the sale of the Eagleford and West Chalk assets in the first half of 2017 and the Alaska nonoperated assets in the first quarter of 2018.
|
•
|
Sales volumes for Algeria
decreased
by
15
MBbls/d, primarily due to a decrease in production driven by statutory maintenance completed on the El Merk facility and timing of liftings.
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||||
Natural-gas sales revenues
(millions)
|
|
$
|
247
|
|
|
(51
|
)%
|
|
$
|
502
|
|
|
|
|
|
|
|
|
|||||
United States
|
|
|
|
|
|
|
|||||
Sales volumes—Bcf
|
|
95
|
|
|
(43
|
)%
|
|
167
|
|
||
MMcf/d
|
|
1,051
|
|
|
(43
|
)
|
|
1,859
|
|
||
Price per Mcf
|
|
$
|
2.61
|
|
|
(13
|
)
|
|
$
|
3.00
|
|
millions
|
|
Change in
Revenues
|
|
Due to Change
in Prices
|
|
Due to Change
in Volumes
|
||||||
Three months ended March 31, 2018 vs. 2017
|
|
$
|
(255
|
)
|
|
$
|
(37
|
)
|
|
$
|
(218
|
)
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||||
Natural-gas liquids sales revenues
(millions)
|
|
$
|
292
|
|
|
1
|
%
|
|
$
|
289
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
|
|
|
|
|
|||||
Sales volumes—MMBbls
(1)
|
|
9
|
|
|
(18
|
)%
|
|
11
|
|
||
MBbls/d
(1)
|
|
97
|
|
|
(18
|
)
|
|
118
|
|
||
Price per barrel
|
|
$
|
33.63
|
|
|
24
|
|
|
$
|
27.17
|
|
(1)
|
The percentage of total and daily NGLs sales volumes from the U.S. was
95%
for the
three months ended March 31, 2018
and
2017
.
|
millions
|
|
Change in
Revenues
|
|
Due to Change
in Prices
|
|
Due to Change
in Volumes
|
||||||
Three months ended March 31, 2018 vs. 2017
|
|
$
|
3
|
|
|
$
|
56
|
|
|
$
|
(53
|
)
|
|
|
Three Months Ended
March 31, |
|||||||||
millions except percentages
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||||
Gathering, processing, and marketing sales
(1)
|
|
$
|
360
|
|
|
(19
|
)%
|
|
$
|
444
|
|
Gathering, processing, and marketing expense
(1)
|
|
237
|
|
|
(32
|
)
|
|
350
|
|
||
Gathering, processing, and marketing, net
|
|
$
|
123
|
|
|
31
|
|
|
$
|
94
|
|
(1)
|
As a result of adopting ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
, as of January 1, 2018, the change in accounting policy decreased gathering, processing, and marketing sales by
$217 million
and decreased gathering, processing, and marketing expenses by
$214 million
for the
three months ended March 31, 2018
. Refer to
Note 2—Revenue from Contracts with Customers
in the
Notes to Consolidated Financial Statements
under Part I, Item 1 of this Form 10-Q for further information.
|
|
|
Three Months Ended
March 31, |
|||||||||
millions except percentages
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||||
Gains (losses) on divestitures, net
|
|
$
|
(24
|
)
|
|
(103
|
)%
|
|
$
|
804
|
|
Other
|
|
43
|
|
|
(34
|
)
|
|
65
|
|
||
Gains (losses) on divestitures and other, net
|
|
$
|
19
|
|
|
(98
|
)
|
|
$
|
869
|
|
millions
|
|
2018
|
|
2017
|
||||
Oil and gas operating
|
|
$
|
276
|
|
|
$
|
256
|
|
Oil and gas transportation
|
|
196
|
|
|
249
|
|
||
Exploration
|
|
168
|
|
|
1,084
|
|
||
Gathering, processing, and marketing
(1)
|
|
237
|
|
|
350
|
|
||
G&A
|
|
278
|
|
|
263
|
|
||
DD&A
|
|
990
|
|
|
1,115
|
|
||
Production, property, and other taxes
|
|
190
|
|
|
155
|
|
||
Impairments
|
|
19
|
|
|
373
|
|
||
Other operating expense
|
|
140
|
|
|
22
|
|
||
Total
|
|
$
|
2,494
|
|
|
$
|
3,867
|
|
(1)
|
See above explanation of gathering, processing, and marketing.
|
|
|
Three Months Ended
March 31, |
|||||||||
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||||
Oil and gas operating
(millions)
|
|
$
|
276
|
|
|
8
|
%
|
|
$
|
256
|
|
Oil and gas operating—per BOE
|
|
4.77
|
|
|
33
|
|
|
3.60
|
|
||
Oil and gas transportation
(millions)
|
|
196
|
|
|
(21
|
)
|
|
249
|
|
||
Oil and gas transportation—per BOE
|
|
3.38
|
|
|
(3
|
)
|
|
3.47
|
|
•
|
higher operating costs of $32 million related to increased activity in the DJ and Delaware basins, partially offset by lower expenses of $24 million as a result of U.S. onshore asset divestitures in 2017
|
•
|
higher operating costs of $14 million, primarily related to increased platform maintenance and workovers in the Gulf of Mexico
|
|
|
Three Months Ended
March 31, |
||||||
millions
|
|
2018
|
|
2017
|
||||
Dry hole expense
|
|
$
|
53
|
|
|
$
|
476
|
|
Impairments of unproved properties
|
|
53
|
|
|
537
|
|
||
Geological and geophysical, exploration overhead, and other expense
|
|
62
|
|
|
71
|
|
||
Total
|
|
$
|
168
|
|
|
$
|
1,084
|
|
•
|
The Company expensed exploratory well costs of $49 million in the Gulf of Mexico related to unsuccessful drilling activities in the first quarter of 2018.
|
•
|
The Company expensed suspended exploratory well costs of
$435 million
related to the Shenandoah project in the Gulf of Mexico in the first quarter of 2017. See
Note 6—Suspended Exploratory Well Costs
in the
Notes to Consolidated Financial Statements
under Part II, Item 8 of the Form 10-K.
|
|
|
Three Months Ended
March 31, |
|||||||||
millions except percentages
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||||
G&A
|
|
$
|
278
|
|
|
6
|
%
|
|
$
|
263
|
|
|
|
Three Months Ended
March 31, |
|||||||||
millions except percentages
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
|||||
DD&A
|
|
$
|
990
|
|
|
(11
|
)%
|
|
$
|
1,115
|
|
•
|
$46 million related to U.S. onshore properties as a result of divestitures in 2018 and 2017
|
•
|
$43 million related to the DJ and Delaware basins as a result of decreased DD&A rates due to an increase in reserves, partially offset by higher sales volumes
|
•
|
$24 million related to Ghana as a result of decreased DD&A rates due to an increase in reserves
|
|
|
Three Months Ended
March 31, |
||||||
millions
|
|
2018
|
|
2017
|
||||
Impairments
|
|
$
|
19
|
|
|
$
|
373
|
|
|
|
Three Months Ended
March 31, |
||||||||
millions except percentages
|
|
2018
|
|
Inc (Dec)
vs. 2017 |
|
2017
|
||||
Other operating expense
|
|
$
|
140
|
|
|
NM
|
|
$
|
22
|
|
millions
|
|
2018
|
|
2017
|
||||
Interest expense
|
|
$
|
228
|
|
|
$
|
223
|
|
(Gains) losses on derivatives, net
(1)
|
|
35
|
|
|
(147
|
)
|
||
Other (income) expense, net
|
|
(12
|
)
|
|
2
|
|
||
Total
|
|
$
|
251
|
|
|
$
|
78
|
|
(1)
|
(Gains) losses on derivatives, net represents the changes in fair value of the Company’s derivative instruments as a result of changes in commodity prices and interest rates, contract modifications, and settlements. See
Note 8—Derivative Instruments
in the
Notes to Consolidated Financial Statements
under Part I, Item 1 of this Form 10-Q.
|
|
|
Three Months Ended
March 31, |
||||||
millions except percentages
|
|
2018
|
|
2017
|
||||
Income tax expense (benefit)
|
|
$
|
126
|
|
|
$
|
97
|
|
Income (loss) before income taxes
|
|
300
|
|
|
(178
|
)
|
||
Effective tax rate
|
|
42
|
%
|
|
(54
|
)%
|
|
|
Three Months Ended
March 31, |
||||||
millions
|
|
2018
|
|
2017
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
1,430
|
|
|
$
|
1,123
|
|
Net cash provided by (used in) investing activities
|
|
(1,113
|
)
|
|
1,723
|
|
||
Net cash provided by (used in) financing activities
|
|
(1,507
|
)
|
|
(198
|
)
|
millions
|
|
2018
|
|
2017
|
||||
Cash Flows from Investing Activities
|
|
|
|
|
||||
Additions to properties and equipment
(1)
|
|
$
|
1,547
|
|
|
$
|
1,194
|
|
Adjustments for capital expenditures
|
|
|
|
|
||||
Changes in capital accruals
|
|
142
|
|
|
58
|
|
||
Other
|
|
15
|
|
|
3
|
|
||
Total capital expenditures
|
|
$
|
1,704
|
|
|
$
|
1,255
|
|
|
|
|
|
|
||||
Exploration and Production and other capital expenditures
|
|
$
|
1,115
|
|
|
$
|
945
|
|
WES Midstream capital expenditures
|
|
327
|
|
|
286
|
|
||
Other Midstream capital expenditures
|
|
262
|
|
|
24
|
|
(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.
|
millions except percentages
|
March 31,
2018 |
|
December 31,
2017 |
||||
Anadarko
|
$
|
12,200
|
|
|
$
|
12,196
|
|
WES
|
4,176
|
|
|
3,465
|
|
||
WGP
|
28
|
|
|
28
|
|
||
Total debt
|
$
|
16,404
|
|
|
$
|
15,689
|
|
Total equity
|
11,756
|
|
|
13,790
|
|
||
Consolidated debt to total capitalization ratio
|
58.3
|
%
|
|
53.2
|
%
|
millions
|
|
2018
|
|
2017
|
||||
WES distributions to unitholders (excluding Anadarko and WGP)
(1)
|
|
$
|
92
|
|
|
$
|
68
|
|
WES distributions to Series A Preferred unitholders
(2)
|
|
—
|
|
|
15
|
|
||
WGP distributions to unitholders (excluding Anadarko)
(3)
|
|
22
|
|
|
19
|
|
(1)
|
WES has made quarterly distributions to its unitholders since its IPO in the second quarter of 2008 and has increased its distribution from $0.30 per common unit for the third quarter of 2008 to $0.935 per common unit for the
first
quarter of
2018
(to be paid in May
2018
).
|
(2)
|
WES made quarterly distributions of $0.68 per unit, prorated based on issuance date, to its Series A Preferred unitholders since the unit issuances in March and April 2016. As of June 30, 2017, all Series A Preferred units had converted into WES common units; see
Note 15—Noncontrolling Interests
in the
Notes to Consolidated Financial Statements
under Part I, Item 1 of this Form 10‑Q.
|
(3)
|
WGP has made quarterly distributions to its unitholders since its IPO in December 2012 and has increased its distribution from $0.17875 per common unit for the first quarter of 2013 to $0.56875 per unit for the
first
quarter of
2018
(to be paid in May
2018
).
|
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
(2)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
(2)(3)
|
||||||
January 1 - 31, 2018
(2)
|
|
6,982,477
|
|
|
$
|
58.82
|
|
|
6,981,212
|
|
|
$
|
1,030,085,039
|
|
February 1 - 28, 2018
(2)
|
|
1,521,555
|
|
|
$
|
58.82
|
|
|
1,518,778
|
|
|
$
|
1,440,745,052
|
|
March 1 - 31, 2018
(3)
|
|
19,362,473
|
|
|
$
|
58.16
|
|
|
19,054,147
|
|
|
$
|
—
|
|
Total
|
|
27,866,505
|
|
|
$
|
58.36
|
|
|
27,554,137
|
|
|
|
|
(1)
|
During the first quarter of 2018, (i)
27.6 million
shares were purchased under the $3.0 Billion Share-Repurchase Program and (ii)
312 thousand
shares were purchased related to stock received by the Company for the payment of withholding taxes due on employee share issuances under share-based compensation plans. For additional information, see
Note 14—Stockholders’ Equity
in the
Notes to Consolidated Financial Statements
under Part I, Item 1 of this Form 10‑Q.
|
(2)
|
In January 2018, the Company entered into an ASR Agreement to repurchase $500 million of the Company’s common stock as part of the $3.0 Billion Share-Repurchase Program and received an initial delivery of 7.0 million shares. The transaction was completed in February 2018, at which time the Company received an additional 1.5 million shares to settle the agreement. The settlement price was determined by the volume-weighted average price of the shares during the term less a negotiated settlement price adjustment. In February 2018, the $3.0 Billion Share-Repurchase Program was expanded from its original announcement by the Company as a $2.5 billion share-repurchase program. For additional information, see
Note 14—Stockholders’ Equity
in the
Notes to Consolidated Financial Statements
under Part I, Item 1 of this Form 10‑Q.
|
(3)
|
In March 2018, the Company entered into an additional ASR Agreement to repurchase the remaining $1.4 billion of the Company’s common stock under the $3.0 Billion Share-Repurchase Program and received an initial delivery of 19.1 million shares, of which $1.1 billion was recorded in treasury stock with the remaining $332 million recorded in paid-in capital. The $3.0 Billion Share-Repurchase Program is expected to be completed in the second quarter of 2018. For additional information, see
Note 14—Stockholders’ Equity
in the
Notes to Consolidated Financial Statements
under Part I, Item 1 of this Form 10‑Q.
|
Exhibit Number
|
|
Description
|
||
|
3
|
(i)
|
|
|
|
|
(ii)
|
|
|
|
10
|
(i)
|
|
|
|
|
(ii)
|
|
|
*
|
|
(iii)
|
|
|
*
|
31
|
(i)
|
|
|
*
|
31
|
(ii)
|
|
|
**
|
32
|
|
|
|
*
|
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)
|
|
|
|
|
|
May 1, 2018
|
By:
|
/s/ ROBERT G. GWIN
|
|
|
|
Robert G. Gwin
Executive Vice President, Finance and Chief Financial Officer
|
•
|
Grant of Deferred Shares
:
On the last business day of each quarter during 2018, you will be granted a number of Deferred Shares with a grant date fair value equal to the amount of your quarterly fees you elected to defer for such quarter in the form of Deferred Shares in accordance with your compensation election form (your “
Election Form
”). You will be provided a quarterly summary of the number of Deferred Shares issued hereunder, which shall be subject to the terms and conditions set forth herein.
|
•
|
Deferred Shares Generally
:
Deferred Shares represent a vested contractual right to receive shares of Anadarko Petroleum Corporation (the “
Company
”) common stock, par value $0.10 per share (“
Common
Stock
”), at the time(s) of settlement specified in your Election Form. Upon grant, the Deferred Shares will not be issued in your name, but will be held by the Company, either in book-entry form or by the Company’s Benefits Trust (the “
Trust
”) until the time of settlement set forth in your Election Form. Deferred Shares are considered an unsecured obligation of the Company and any and all assets held in the Trust are subject to claims of the general creditors of the Company. Until the issuance of Common Stock in settlement of your Deferred Shares, you will not have rights as a stockholder of the Company.
|
•
|
Voting Rights
: Although you will not have beneficial ownership of the Deferred Shares prior to settlement, to the extent the shares underlying your Deferred Shares are held by the Trust, you may have the opportunity to direct the voting of your Deferred Shares (which voting instructions the Trustee of the Trust may not follow, in its sole discretion) and such Deferred Shares will be counted toward your stock ownership requirements.
|
•
|
Dividend Equivalents
: You will receive a cash payment equal to the cash dividends that are paid on the Company’s common stock each quarter, with such cash amount to be paid within 30 days after the date that such dividends are paid to the Company’s regular stockholders.
|
•
|
Mandatory Holding Period
: Except as expressly set forth in the Election Form, no shares of Common Stock will be issued in settlement of your Deferred Shares prior to the one-year anniversary of the grant of the applicable Deferred Shares.
|
•
|
Subject to Terms of Plan
: Your Deferred Shares are subject to the terms and conditions of the Election Form and, with respect to Deferred Shares awarded on or before May 19, 2018, the Company’s 2008 Director Compensation Plan, and, with respect to Deferred Shares awarded after such date, the Company’s 2012 Omnibus Incentive Compensation Plan. In the event of any conflict between the 2008 Director Compensation Plan or the 2012 Omnibus Incentive Compensation Plan, as applicable, and the Election Form, the 2008 Director Compensation Plan or the 2012 Omnibus Incentive Compensation Plan, as applicable, shall control.
|
•
|
Payment of Taxes
: You are solely responsible for the payment of any taxes associated with the issuance or settlement of Deferred Shares. You acknowledge that the Company has made no representation as to the tax consequences of your Deferred Shares hereunder.
|
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;
|
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/ ROBERT G. GWIN
|
Robert G. Gwin
|
Executive Vice President, Finance and Chief Financial Officer
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the period ended
March 31, 2018
, 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 1, 2018
|
|
|
|
|
|
|
|
/s/ R. A. WALKER
|
|
|
R. A. Walker
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
May 1, 2018
|
|
|
|
|
|
|
|
/s/ ROBERT G. GWIN
|
|
|
Robert G. Gwin
|
|
|
Executive Vice President, Finance and Chief Financial Officer
|