FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
For the Year Ended December 31, 2003
ANADARKO PETROLEUM CORPORATION
Incorporated in the State of
Delaware
|
Employer Identification No. 76-0146568 |
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.10 per share
The above Securities are listed on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ü No .
Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K .
Indicate by check mark whether registrant is an accelerated filer. Yes ü No .
The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2003 was $11.1 billion.
The number of shares outstanding of the Companys common stock as of January 30, 2004 is shown below:
Title of Class | Number of Shares Outstanding | |
Common Stock, par value $0.10 per share
|
251,656,714 |
Part of | ||||
Form 10-K | Documents Incorporated By Reference | |||
Part II | Portions of the Anadarko Petroleum Corporation 2003 Annual Report to Stockholders. | |||
Part III | Portions of the Proxy Statement for the Annual Meeting of Stockholders of Anadarko Petroleum Corporation to be held May 6, 2004 (to be filed with the Securities and Exchange Commission prior to April 29, 2004). |
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Item
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1
PART I
Item 1. Business
General
Anadarko Petroleum Corporation is among the
largest independent oil and gas exploration and production
companies in the world, with 2.5 billion barrels of oil
equivalent (BOE) of proved reserves as of December 31,
2003. The Companys major areas of operations are located
in the United States, primarily in Texas, Louisiana, the
mid-continent region and the western states, Alaska and in the
shallow and deep waters of the Gulf of Mexico, as well as in
Canada and Algeria. Anadarko also has significant production in
Venezuela and Qatar and is executing strategic exploration
programs in several other countries. The Company actively
markets natural gas, oil and natural gas liquids (NGLs) and owns
and operates gas gathering systems in its core producing areas.
In addition, the Company engages in the hard minerals business
through non-operated joint ventures and royalty arrangements in
several coal, trona (natural soda ash) and industrial mineral
mines located on lands within and adjacent to its Land Grant
holdings. The Land Grant is an 8 million acre strip running
through portions of Colorado, Wyoming and Utah where the Company
owns most of its fee mineral rights. Anadarko is committed to
minimizing the environmental impact of exploration and
production activities in its worldwide operations through
programs such as carbon dioxide (CO
2
) sequestration
and the reduction of surface area used for production facilities.
Available
Information
The Company files Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, registration statements and
other items with the Securities and Exchange Commission (SEC).
Anadarko provides access free of charge to all of these SEC
filings, as soon as reasonably practicable after filing, on its
internet site located at www.anadarko.com. The Company will also
make available to any stockholder, without charge, copies of its
Annual Report on Form 10-K as filed with the SEC. For
copies of this, or any other filings, please contact: Anadarko
Petroleum Corporation, Public Affairs Department, P.O.
Box 1330, Houston, Texas 77251-1330 or call
(832) 636-1316.
Oil and Gas Properties and
Activities
Proved Reserves and Future Net Cash
Flows
As of December 31, 2003, Anadarko had proved
reserves of 7.7 trillion cubic feet (Tcf) of natural gas and
1.2 billion barrels of crude oil, condensate and NGLs.
Combined, these proved reserves are equivalent to
2.5 billion barrels of oil or 15.1 Tcf of gas. The
Companys reserves have grown 22% over the past three years
due primarily to: the acquisitions of Berkley Petroleum Corp.
(Berkley) and Gulfstream Resources Canada Limited in 2001 and
Howell Corporation (Howell) in 2002; substantial crude oil and
natural gas reserves discovered in the Gulf of Mexico, Canada
and onshore in the United States; crude oil reserves added in
Algeria and Alaska; and, through acquisitions of producing
properties. As of December 31, 2003, Anadarko had proved
developed reserves of 5.9 Tcf of natural gas and
746 million barrels (MMBbls) of crude oil, condensate and
NGLs. Proved developed reserves comprise 69% of total proved
reserves.
2
Worldwide Proved Undeveloped Reserves
Analysis
3
The following graph shows the change in PUDs for
each year by comparing the vintage distribution of
December 31, 2003 PUDs to the vintage distribution of
December 31, 2002 PUDs. It illustrates the Companys
effectiveness in converting PUDs to developed reserves.
The Companys estimates of proved reserves,
proved developed reserves and proved undeveloped reserves at
December 31, 2003, 2002 and 2001 and changes in proved
reserves during the last three years are contained in the
Supplemental Information on Oil and Gas Exploration and
Production Activities
Unaudited (Supplemental
Information)
in the Anadarko Petroleum Corporation 2003
Consolidated Financial Statements (Consolidated Financial
Statements) under Item 8 of this Form 10-K. The
Company files annual estimates of certain proved oil and gas
reserves with the U.S. Department of Energy (DOE), which
are within 5% of the amounts included in the above estimates.
See
Critical Accounting Policies and Estimates
under
Item 7 of this Form 10-K.
4
Sales Volumes and Prices
The following table shows the Companys
annual sales volumes. Volumes for natural gas are in billion
cubic feet (Bcf) at a pressure base of 14.73 pounds per square
inch and volumes for oil, condensate and NGLs are in MMBbls.
Total volumes are in MMBOE. For this computation, six thousand
cubic feet (Mcf) of gas is the energy equivalent of one barrel
of oil, condensate or NGLs.
5
The following table shows the Companys
annual average sales prices and average production costs. The
average sales prices include gains and losses for derivative
contracts the Company utilizes to manage price risk related to
the Companys sales volumes. Production costs are costs
incurred to operate and maintain the Companys wells and
related equipment and include cost of labor, well service and
repair, location maintenance, power and fuel, transportation,
cost of product, property taxes, production and severance taxes
and production related administrative and general costs. Certain
amounts for prior years have been reclassified to conform to the
current presentation. Additional information on volumes, prices
and markets is contained in
Financial Results
and
Marketing Strategies
under Item 7 of this
Form 10-K. Additional detail of production costs is
contained in the
Supplemental Information
under
Item 8 of this Form 10-K. Information on major
customers is contained in
Note 13
of the
Notes to
Consolidated Financial Statements
under Item 8 of this
Form 10-K.
6
Properties and Activities United
States
Anadarkos active areas in the United States
include the Lower 48 states, Alaska and the Gulf of Mexico.
Reserves in the United States comprised 68% of Anadarkos
total proved reserves at year-end 2003. During 2003, drilling
results included 430 gas wells, 219 oil wells and 37 dry holes.
The accompanying maps illustrate by state Anadarkos
undeveloped and developed lease and fee acreage, number of net
producing wells and other data relevant to its domestic onshore
and offshore oil and gas operations.
Onshore Lower 48 States
Overview
About 56%
of the Companys proved reserves are located onshore in the
Lower 48 states, with operations primarily in Texas,
Louisiana, the mid-continent region and western states. In 2003,
average production from the Companys properties in this
area was 1,169 million cubic feet per day (MMcf/d) of gas
and 102 thousand barrels per day (MBbls/d) of crude oil,
condensate and NGLs, or 57% of the Companys total
production volumes. Anadarko has 2,570,000 gross
(1,921,000 net) undeveloped lease acres,
2,964,000 gross (1,980,000 net) developed lease acres
and 9,527,000 gross (8,478,000 net) fee acres in the
Lower 48 states. In 2004, capital spending in the Lower
48 states is expected to range from $1.2 billion to
$1.4 billion.
East Texas and Louisiana
Carthage
Anadarko is
conducting a successful development program in the Carthage area
of east Texas. The Company drilled 44 wells in the area
with a success rate of 100% during 2003 and had four rigs
performing infill drilling at the end of the year. The Company
also had four rigs performing workovers and recompletions
throughout the Carthage area at the end of 2003. Anadarkos
net production from the Carthage area averaged 110 MMcf/d
of gas and 3 MBbls/d of liquids during 2003. The Company
plans to drill 56 wells in the Carthage area in 2004.
Woodbine
The Company
is operating a deep gas exploration program in the Woodbine play
of east Texas (100% working interest (WI)). In 2003, Anadarko
drilled two exploration wells. One well encountered mechanical
problems and was temporarily abandoned pending further
evaluation. The second well is expected to be tested in the
first quarter of 2004. In addition, the Company is participating
in a 197 square mile 3-D seismic survey in the area. During
2004, the Company plans to continue activity within the play,
which may include offset drilling, acquiring additional 3-D
seismic and leasing.
South Louisiana
During 2003, net volumes from south Louisiana were 5 MMBOE.
The majority of the Companys production in south Louisiana
is from the Kent Bayou field. In 2004, the Company expects
production to decrease to less than 1 MMBOE due to higher
water production.
7
Central Texas and Gulf Coast
Giddings
The Company
continued its cost-efficient horizontal reentry program in the
Giddings field. The cost to reenter a well is about 40% less
than the cost of a new well. During 2003, 28 wells were
reentered and completed. Additionally, Anadarko continued its
water-fracturing program, successfully stimulating 105 wells in
2003.
Brookeland
Anadarkos development program included the drilling and
completion of nine wells in 2003 in the Brookeland field, where
the Company has approximately 178,000 net acres. During
2003, Anadarko successfully applied a reentry program, similar
to the Giddings field, to the area with five wells reentered and
completed. During 2004, the Company plans to continue the
reentry program to access infill drilling areas.
James Lime
In late
2003, Anadarko drilled one successful exploratory well in the
James Lime formation, in Madison County, Texas. During 2004,
Anadarko plans to evaluate the 2003 discovery well, possibly
drill two prospects and continue leasing activity.
Permian Basin
Mid-Continent
Central Oklahoma
During 2003, net production from central Oklahoma was
22 MMcf/d of gas and 8 MBbls/d of crude oil and NGLs.
The majority of Anadarkos focus in 2003 was developing an
oil play in the Rush Creek field. In 2003, Anadarko drilled and
completed 37 wells in the field, with an 84% success rate,
resulting in a net production increase of 2 thousand barrels of
oil equivalent per day (MBOE/d). The Company plans to drill
about 33 wells in central Oklahoma focused on developing
the deeper gas producing zones of the Golden Trend interval in
2004.
8
9
Western States
Conventional
During
2003, Anadarkos net production from its conventional
properties, located primarily in Wyoming, averaged
219 MMcf/d of gas, 4 MBbls/d of oil and
16 MBbls/d of NGLs. In the Green River basin of Wyoming,
Anadarko focused on conventional drilling projects in the
Wamsutter, Brady and Moxa Arch areas. In 2003, the Company
drilled or participated in 114 wells in the Green River
basin, with an overall success rate of 99%. Of these, 30 are
Company-operated development wells (95% average WI) and 84 are
non-operated wells (21% average WI). In 2004, the Company plans
to drill 115 additional wells in the area.
Enhanced Oil
Recovery
In late 2002, Anadarko
acquired 64 MMBOE of proved reserves, primarily in the Salt
Creek and Elk Basin fields of Wyoming, with the Howell
acquisition. In a separate transaction, Anadarko acquired the
rights to purchase significant quantities of CO
2
and
the exclusive rights to market the CO
2
in the Powder
River basin. During 2003, the Company completed a pilot
CO
2
flood project that confirmed the viability of the
enhanced oil recovery process and commenced construction of the
first phase of the project. The Company also constructed a
125-mile pipeline that will transport CO
2
to the Salt
Creek field and potentially could serve other enhanced oil
recovery projects in Wyoming as well. The Company expects to
invest an additional $150 million over the next three years
for the further development of this project. These projects are
expected to result in an increase in net production from the
Salt Creek field (98% WI) from year-end 2003 net oil production
of 4 MBOE/d to peak production of about 30 MBOE/d by 2009.
10
Coalbed Methane
CBM
has become a core gas play for Anadarko. The Company now
operates three full-scale CBM properties (County Line, Helper
and Drunkards Wash), as well as active pilot programs. The
Company also continues to evaluate new CBM exploration
opportunities on the Land Grant. Production from the
Companys CBM properties continued to increase during 2003.
At year-end 2003, net production averaged 66 MMcf/d of gas
compared to 61 MMcf/d of gas in 2002 and 34 MMcf/d of
gas in 2001. In 2003, the Company drilled or participated in
68 wells, with an overall success rate of 97%. In 2004, the
Company plans to continue to explore for and develop CBM
reserves and drill about 130 wells.
11
Alaska
Overview
Anadarkos activity in Alaska is concentrated primarily on
the North Slope. The Company had interests in
3,176,000 gross (1,659,000 net) undeveloped lease
acres, 24,000 gross (5,000 net) developed lease acres
and 16,000 gross (8,000 net) fee acres in Alaska at
year-end 2003. About 3% of the Companys proved reserves at
year-end 2003 were in Alaska. The Company has budgeted about $60
million in capital spending in Alaska for 2004, which includes
drilling three to four exploration wells and about 12
development wells.
North Slope
Exploration
During
the 2002-2003 winter exploration season, the Company
participated in the drilling of two exploration wells, one
located in the National Petroleum Reserve-Alaska (NPR-A) and one
in the Colville River Unit. The results of these wells are held
confidential pending upcoming lease sales. During 2003, the
Company participated in the acquisition of proprietary 3-D
seismic around the Alpine field to evaluate additional potential
satellite opportunities. The Company also acquired 2-D seismic
in the Foothills.
Gulf of Mexico
Overview
At year-end
2003, about 9% of the Companys proved reserves were
located offshore in the Gulf of Mexico. Net production volumes
in 2003 from these properties averaged 209 MMcf/d of gas
and 19 MBbls/d of oil, condensate and NGLs. At year-end
2003, Anadarko owned an average 69% interest in 417 blocks
representing 620,000 gross (325,000 net) acres in
developed properties and 1,462,000 gross
(1,118,000 net) acres in undeveloped properties in the Gulf
of Mexico. Anadarko also holds options to earn working interests
covering an additional 112 blocks. During 2003, Anadarko drilled
19 wells in the Gulf of Mexico, which resulted in seven gas
wells, six oil wells and six dry holes. In the Gulf of Mexico,
Anadarko has budgeted about $600 million for capital
spending in 2004, which includes drilling about 30 wells.
12
13
Continental Shelf
Conventional
Shallow
water projects in the Gulf of Mexico continue as the Company
exploits the potential around several of its larger and more
mature fields. During 2003, nine successful wells were drilled
with an 82% success rate. Anadarko has interests in a total of
142 blocks on the shelf.
Subsalt
During 2003,
Anadarko continued to delineate the Tarantula (100% WI) subsalt
discovery made during 2001, which is located on South Timbalier
308. During 2003, one successful well was drilled and the
Company authorized construction of a production platform with a
capacity of 100 MMcf/d of gas and 30 MBbls/d of oil.
Production is expected to commence in early 2005.
Deepwater
14
The Company also announced a discovery during
2003 on Green Canyon Block 518. The Green Canyon 518
No. 1 well (100% WI) encountered a total of 128 feet
of net oil pay in the same pay zone present at the K2 discovery.
The Company believes the well extends the boundaries of the K2
field northward. The field is currently planned as a subsea
tieback to the Marco Polo platform and first production is
expected in 2005. The Company is currently drilling another well
on Green Canyon Block 518 to further delineate the field.
Eastern Gulf of
Mexico
During 2003, in the eastern
Gulf of Mexico, Anadarko made a natural gas discovery at its
Jubilee prospect, the first well in Anadarkos eastern Gulf
exploration program. The Atwater Valley 349 No. 1 well
encountered 83 feet of net pay. Anadarko made a second
natural gas discovery at the deepwater Atlas prospect on Lloyd
Ridge Block 50. Anadarko holds a 100% WI in Atlas and
Jubilee. The Company made a third eastern Gulf of Mexico
discovery on its Spiderman prospect (45% WI). The discovery
well encountered more than 140 feet of net pay. The well is
located on DeSoto Canyon Block 621, about 180 miles
southeast of New Orleans. In early 2004, a fourth natural gas
discovery was made with the Atlas NW exploration prospect on
Lloyd Ridge Block 5 (100% WI). Delineation of these
discoveries continues.
South Auger Participation
Agreement
Anadarko has a Participation
Agreement with BP to explore 95 deepwater blocks in the Garden
Banks and Keathley Canyon areas of the western Gulf of Mexico.
The 95 blocks, held 100% by BP, are within a larger 640-block
area of mutual interest where the two companies have licensed
and are reprocessing 3-D seismic data. These blocks are in water
depths ranging from 3,000 to 6,000 feet. The agreement
gives Anadarko the option to earn a 33% to 66% WI in the blocks.
Anadarko will fund 100% of the licensing and reprocessing costs
and pay a disproportionately larger share of the first four
wells drilled. Anadarko plans to begin drilling the first
exploration well by early 2005.
Jupiter Agreement
During 2003, Anadarko finalized a Participation Agreement with
ExxonMobil covering 32 jointly owned blocks in the Alaminos
Canyon and Garden Banks areas. Initial plans include drilling an
exploration well in early 2005.
Anadarko holds a total of 152 lease blocks in its
deepwater program and has identified approximately 25 prospects.
An additional 110 blocks could be earned within its option
program. The Company plans to drill about five deepwater
exploratory wells in 2004.
Gas Processing
The Company processes gas at various third-party
plants under agreements generally structured to provide for the
extraction and sale of NGLs in efficient plants with flexible
commitments. The Company has agreements with five plants in the
western states area, 15 plants in the mid-continent area and 11
plants in the gulf coast area. Anadarko also processes gas and
has interests in three Company-operated plants and three
non-operated plants in the western states. Anadarkos
strategy to aggregate gas through Company-owned and third-party
gathering systems allows Anadarko to secure processing
arrangements in each of the regions where the Company has
significant production.
15
Properties and Activities
Canada
Overview
Anadarko
has operations in Alberta, British Columbia, Saskatchewan and in
the Northwest Territories. The Company has proved reserves in
Canada of 314 MMBOE, which is about 12% of the
Companys total proved reserves. In 2003, net production
from the Companys properties in Canada averaged
383 MMcf/d of gas and 19 MBbls/d of crude oil,
condensate and NGLs, or 16% of the Companys total
production volumes. During 2003, Anadarko participated in a
total of 344 wells with a 95% success rate, including 276
gas wells, 51 oil wells and 17 dry holes. Anadarko has
9,124,000 gross (3,310,000 net) undeveloped lease
acres, 1,834,000 gross (1,037,000 net) developed lease
acres and 606,000 gross (606,000 net) fee acres in
Canada. The Companys 2004 capital budget for Canada ranges
from $375 million to $425 million and the Company
expects to drill about 175 development and 40 exploration wells.
The accompanying map illustrates the Companys developed
and undeveloped lease and fee acreage, number of productive
wells and other data relevant to its properties in Canada.
Alberta
During 2003,
the Company announced a significant natural gas discovery well
in the Saddle Hills area of Alberta. The discovery well (100%
WI) flowed at a rate of 16 MMcf/d of gas. A total of seven
gas wells were completed in the area during 2003.
British Columbia
In
2003, Anadarko had continued success in the Slave Point program
at Adsett in northeast British Columbia. Three exploration and
two development wells were drilled in 2003 with a success rate
of 71%. The Company also acquired 263 square miles of 3-D
seismic in the area and is drilling to test the western extent
of the Adsett field. Anadarko recently expanded infrastructure
capacity from 45 MMcf/d to 50 MMcf/d of gas and plans
to add an additional 5 MMcf/d of capacity in 2004.
Saskatchewan
During
2003, the Company drilled and completed 106 shallow gas wells
with an overall success rate of 92%. In the Hatton area, the
Company drilled 65 operated wells and participated in another 16
non-operated wells. Net production from the Hatton area averaged
71 MMcf/d of gas in 2003.
Northwest
Territories
In the southern Northwest
Territories near Fort Liard, the Company drilled nine
exploratory wells (100% WI) in 2003. Initial tests from the
wells were encouraging and consequently the Company filed four
discovery applications. Anadarko also participated in a
development well in the Liard area that tested at a rate of
30 MMcf/d of gas. In 2004, Anadarko will participate in the
drilling of an exploratory well (37% WI) on Block EL-384 in
the Mackenzie Delta.
16
17
Properties and Activities
Algeria
Overview
Anadarko is
engaged in exploration, development and production activities in
Algerias Sahara Desert. At the end of 2003, six fields
discovered by the Company were on production. Anadarko has
developed a good working relationship with Sonatrach, the
national oil and gas enterprise of Algeria, its principal
partner within Algeria. Sonatrach has owned shares of the
Companys common stock since 1986 and at year-end 2003 was
the registered owner of 4.8% of Anadarkos outstanding
common stock.
Contracts and Partners
Block 406b Production Sharing
Agreement
The Company has a separate
exploration license for Block 406b in which it has a 60%
interest.
Block 403c/e Production Sharing
Agreement
Anadarko has exploration
rights over Block 403c/e. Anadarko holds a 67% interest in
the exploration phase of this venture.
Development
18
19
Block 404 Ourhoud Central
Production Facility
Anadarko is also
actively involved in developing the Ourhoud field, the second
largest oil field in Algeria. Located in the southern portion of
Block 404, the Ourhoud field extends into Block 406a
and Block 405 and is unitized with the companies with
interests in those blocks. The field is operated by the Ourhoud
Organization, which represents the interests of the three
associations involved in this development. Production from the
field commenced in late 2002. Ourhoud became fully operational
during the first half of 2003 with facility capacity reaching
230 MBbls/d of oil. Production from the Ourhoud field
averaged 174 MBbls/d of oil (gross) in 2003. A total of 14
productive wells were drilled in the Ourhoud field in 2003.
Block 208
Anadarko also has several fields farther south on
Block 208; these include the El Merk field (EMK), the El
Kheit Et Tessekha field (EKT), the El Merk East field
(EME) and the El Merk North field (EMN). During 2003, the
Exploitation License Applications were approved for these fields
by the Ministry of Energy and Mines. Anadarko will proceed with
design and anticipates awarding the Engineering, Procurement and
Construction contract for a third Central Production Facility by
mid-2005. During 2003, a total of nine wells were drilled in the
Block 208 fields with a 100% success rate.
Exploration
Block 406b
The
license for Block 406b has a three-year initial term. A
work program commitment includes seismic acquisition and one
exploration well. A 735-mile proprietary 2-D seismic acquisition
program has been completed on this 686,000 acre block,
located in the Berkine basin to the east of Anadarkos
other license areas. During 2003, the new data was processed and
interpreted to develop the prospect inventory for the permit.
The first exploration well on the block will be drilled in 2004.
The first exploration period expires in December 2004.
Block 403c/e
The license for Block 403c/e has a three-year initial term
and includes 399,000 acres in the Berkine basin. A work
program commitment includes seismic acquisition and one
exploration well. During 2003, 1,790 miles of existing
seismic data was reprocessed in two phases and a 2-D seismic
acquisition program of 65 miles was completed. A 3-D
seismic program commenced in late 2003. The Company plans to
drill the first exploration well in late 2004. The first
exploration period expires in January 2006.
Political unrest continues in Algeria. Anadarko
continually monitors the situation and has taken steps to help
ensure the safety of employees and the security of its
facilities in the remote regions of the Sahara Desert. Anadarko
is unable to predict with certainty any effect the current
situation may have on activity planned for 2004 and beyond.
However, the situation has had no material effect to date on the
Companys operations in Algeria, where the Company has had
activities since 1989. See
Regulatory Matters and Additional
Factors Affecting Business Foreign Operations
Risk
under Item 7 of this Form 10-K.
20
Properties and Activities Other
International
Overview
The
Companys other international oil and gas production and
development operations are located primarily in Venezuela and
Qatar. The Company also has an interest in a non-operated
producing property in offshore Egypt, interests in two
non-operated offshore producing properties in Australia and an
operated interest in exploratory and development acreage in
Oman. The Company currently has exploration acreage in Qatar,
Tunisia, West Africa, the Faroe Islands, off the coast of
Georgia in the Black Sea and other selected areas. In the
process of evaluating the allocation of capital resources to
international areas for 2004, the Company decided to narrow the
list of international projects. While Management sees an
important place for international projects within its portfolio,
this strategy was implemented to better focus the Companys
international efforts. During 2004, the Company expects to work
toward divesting the non-core assets located in Oman, Egypt and
Australia.
Venezuela
The
Companys Venezuelan operation consists of the
Oritupano-Leona contract area, a risk service contract in which
the Company has a non-operated 45% participating interest. The
area covers 395,000 gross (178,000 net) acres and had
274 producing wells at year-end 2003. The Companys
net oil sales volumes from the area averaged 12 MBbls/d
during 2003. The development and exploitation program in 2003
included three new well completions and the conversion of
26 idle wells to producing wells. During 2004, the Company
expects to continue with the development of the Oritupano-Leona
contract area, focusing most of the activities on recompleting
and reactivating existing wells.
Qatar
Anadarko is
operator and has a 92.5% interest in the Al Rayyan field,
which is part of an Exploration and Production Sharing Agreement
covering Blocks 12 and 13. Production from the
Al Rayyan field, which is located in the northern part of
Block 12, averaged 8 MBbls/d of oil (net) during 2003.
During 2003, a new permanent production platform was installed,
the existing wells were tied back, several workovers were
conducted and two previously untested wells were brought online.
Production in 2003 was less than expected because forecasted
development drilling was delayed, water production from several
wells was higher than anticipated and completion of the
production facility was delayed primarily due to weather
constraints. At year-end 2003, the field was producing
18 MBbls/d of oil (10 MBbls/d net) from 12 wells.
During 2004, the Company plans to reevaluate potential infill
drilling, recompletion and workover opportunities, pending the
results of a full field reservoir stimulation study that is
expected to be completed in early 2004.
21
Tunisia
The Company
operates two blocks in the Ghadames basin of Tunisia. The
Company has a 61% interest in the Anaguid Block, which covers
1,100,000 acres and a 100% interest in the Jenein Nord Block,
which covers 384,000 acres. The acreage is on trend with the
Companys discoveries in Algeria to the west. During 2003,
the CEM-1 well encountered 95 feet of pay and tested at a
rate of 4 MMcf/d of gas and 500 barrels of condensate per
day. A second well, the SEA-1, encountered 52 feet of net
pay in the same section. Both of these Anaguid wells have been
suspended pending the evaluation of commercial development plans.
West Africa
Anadarko
is the operator and holds a 50% interest in the Agali Block,
offshore Gabon. During 2003, the Company secured an amendment to
its production sharing contract that allows the obligation well
to be drilled after the boundary dispute between Gabon and its
northern neighbor, Equatorial Guinea, is resolved.
North Atlantic
Margin
In the Faroe Islands, Anadarko
is the operator and sole licensee of License 007 and holds a 28%
interest in the adjacent non-operated License 006. The licenses
cover a total of 617,000 acres. In 2003, the Company
completed its technical evaluation of these blocks and secured a
two year extension on License 007 until August 2005. During
2004, Anadarko plans to seek a partner to evaluate this block.
The Company has no outstanding drilling commitments in the
region.
Georgia Black
Sea
Anadarko has a Production Sharing
Contract with the State of Georgia. The agreement gives Anadarko
exploration rights to three blocks covering approximately
2,000,000 acres on the Black Sea Continental Shelf and
extending 50 miles offshore. During 2003, the Company
conducted geophysical and geological studies and Anadarko is
currently seeking partners to share costs and reduce risk in
future seismic or drilling activities.
Drilling Programs
The Companys 2003 drilling program focused
on known oil and gas provinces in the United States (Lower 48,
Alaska and Gulf of Mexico), Canada and Algeria. Exploration
activity consisted of 147 wells, including 36 wells in
the Lower 48, one well in Alaska, seven wells offshore in the
Gulf of Mexico, 92 wells in Canada, six wells in Algeria
and five wells in other international locations. Development
activity consisted of 922 wells, which included
622 wells in the Lower 48, eight wells in Alaska,
12 wells offshore in the Gulf of Mexico, 252 wells in
Canada, 21 wells in Algeria and seven wells in other
international locations.
22
Drilling Statistics
The following table shows the results of the oil
and gas wells drilled and tested:
The following table shows the number of wells in
the process of drilling or in active completion stages and the
number of wells suspended or waiting on completion as of
December 31, 2003:
23
Productive Wells
As of December 31, 2003, the Company had a
working interest ownership in productive wells as follows:
Properties and Leases
The following schedule shows the number of
developed lease, undeveloped lease and fee mineral acres in
which Anadarko held interests at December 31, 2003:
24
Marketing and Gathering Properties and
Activities
Marketing
The
Companys marketing department actively manages the sale of
Anadarkos oil, natural gas and NGLs production. The
Company markets its production to creditworthy customers at
competitive prices, maximizing realized prices while managing
credit exposure. The Company also purchases volumes for resale
primarily from partners and producers near Anadarkos
production. These purchases allow the Company to aggregate
larger volumes and attract larger, creditworthy customers, which
in turn enhance the value of the Companys production.
Gas Gathering
Anadarko owns and operates seven major gas gathering systems in
the United States, where the Company has substantial gas
production. The systems are: Antioch Gathering System in the
Southwest Antioch field of Oklahoma; Sneed System in the West
Panhandle field of Texas; Hugoton Gathering System in southwest
Kansas; Dew Gathering System in east Texas; Pinnacle Gathering
System in east Texas; CJV/ SEC Gathering System in the Carthage
field of east Texas; and, Vernon Gathering System in the Vernon
field of north Louisiana.
Minerals Properties and Activities
The Companys minerals properties contribute
to operating income through non-operated joint venture and
royalty arrangements in coal, trona and industrial mineral mines
across the Companys extensive fee mineral interest in the
Land Grant. The Company reinvests the cash flow from its hard
minerals operations primarily into its oil and gas operations.
Segment and Geographic Information
Information on operations by segment and
geographic location is contained in
Note 14
of the
Notes to Consolidated Financial Statements
under
Item 8 of this Form 10-K.
25
Employees
As of December 31, 2003, the Company had
about 3,500 employees. Relations between the Company and its
employees are considered to be satisfactory. The Company has had
no significant work stoppages or strikes pertaining to its
employees.
Regulatory Matters and Additional Factors
Affecting Business
See
Regulatory Matters and Additional Factors
Affecting Business
under Item 7 of this Form 10-K.
Title to Properties
As is customary in the oil and gas industry, only
a preliminary title examination is conducted at the time
properties believed to be suitable for drilling operations are
acquired by the Company. Prior to the commencement of drilling
operations, a thorough title examination of the drill site tract
is conducted and curative work is performed with respect to
significant defects, if any, before proceeding with operations.
A thorough title examination has been performed with respect to
substantially all leasehold producing properties owned by the
Company. Anadarko believes the title to its leasehold properties
is good and defensible in accordance with standards generally
acceptable in the oil and gas industry subject to such
exceptions that, in the opinion of counsel employed in the
various areas in which the Company has conducted exploration
activities, are not so material as to detract substantially from
the use of such properties.
Capital Spending
See
Capital Resources and Liquidity
under
Item 7 of this Form 10-K.
Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends
Anadarkos ratio of earnings to fixed
charges was 5.83 and earnings to combined fixed charges and
preferred stock dividends was 5.71 for the year ended
December 31, 2003. Anadarkos ratio of earnings to
fixed charges was 3.83 and earnings to combined fixed charges
and preferred stock dividends was 3.74 for the year ended
December 31, 2002. As a result of the Companys net
loss in 2001, Anadarkos earnings did not cover fixed
charges by $599 million and did not cover combined fixed
charges and preferred stock dividends by $610 million.
Percentage
PUDs
Percentage
of Total Proved
MMBOE
of Total PUDs
Reserves
Country
466
59%
18%
179
23%
7%
72
9%
3%
69
9%
3%
786
100%
31%
2003
2002
2001
503
507
573
34
31
34
16
14
14
135
130
144
140
135
121
6
12
13
1
1
1
30
35
34
19
24
8
19
24
8
1
8
8
13
8
8
13
643
642
695
67
75
68
17
15
15
192
197
199
2003
2002
2001
$
4.36
$
2.83
$
4.23
26.16
22.90
23.08
21.19
14.98
16.44
$
5.49
$
4.66
$
4.66
$
4.71
$
2.91
$
4.38
27.33
19.09
18.18
21.04
12.11
18.32
$
8.01
$
6.40
$
5.97
$
28.43
$
24.38
$
23.97
$
2.44
$
1.78
$
2.33
$
$
$
1.22
23.15
19.92
14.35
$
8.90
$
8.48
$
5.71
$
4.43
$
2.85
$
4.25
26.55
22.44
20.56
21.18
14.80
16.55
$
5.71
$
4.79
$
4.85
Net Exploratory
Net Development
Productive
Dry Holes
Total
Productive
Dry Holes
Total
Total
22.2
16.3
38.5
452.1
14.4
466.5
505.0
64.6
7.3
71.9
183.7
5.5
189.2
261.1
1.5
1.5
3.0
4.0
0.3
4.3
7.3
1.0
2.2
3.2
3.5
1.0
4.5
7.7
89.3
27.3
116.6
643.3
21.2
664.5
781.1
34.0
13.8
47.8
275.2
5.1
280.3
328.1
30.6
6.8
37.4
305.6
4.0
309.6
347.0
0.5
1.0
1.5
7.3
0.7
8.0
9.5
3.7
3.7
3.7
0.9
4.6
8.3
65.1
25.3
90.4
591.8
10.7
602.5
692.9
33.6
18.3
51.9
544.0
8.4
552.4
604.3
28.0
6.0
34.0
381.1
18.0
399.1
433.1
3.5
0.2
3.7
3.7
2.7
2.7
11.4
11.4
14.1
61.6
27.0
88.6
940.0
26.6
966.6
1,055.2
Wells in the process
of drilling or
Wells suspended or
in active completion
waiting on completion
Exploration
Development
Exploration
Development
4
84
12
5
4.0
59.0
10.4
5.0
13
26
8
17
7.0
16.0
7.1
12.7
1
2
0.5
0.3
2
1.2
18
112
22
22
11.5
75.3
18.7
17.7
Oil Wells*
Gas Wells*
9,347
10,704
7,105.2
7,149.6
871
3,652
622.5
2,940.9
122
25.9
304
138.6
10,644
14,356
7,892.2
10,090.5
*
Includes wells containing multiple completions as
follows:
394
2,147
328.0
1,612.4
Developed
Undeveloped
Lease
Lease
Fee Minerals
Total
Gross
Net
Gross
Net
Gross
Net
Gross
Net
thousands
2,964
1,980
2,570
1,921
9,527
8,478
15,061
12,379
620
325
1,498
1,121
2,118
1,446
24
5
3,176
1,659
16
8
3,216
1,672
3,608
2,310
7,244
4,701
9,543
8,486
20,395
15,497
1,834
1,037
9,124
3,310
606
606
11,564
4,953
221
54
3,773
1,167
3,994
1,221
569
155
21,957
8,940
22,526
9,095
*
Developed acreage in Algeria relates only to
areas with an Exploitation License. A portion of the undeveloped
acreage in Algeria will be relinquished in the future upon
finalization of Exploitation License boundaries.
Item 2. Properties
Information on Properties is contained in Item 1 of this Form 10-K and in Note 19 Commitments of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
26
Item 3. Legal Proceedings
General The Company is a defendant in a number of lawsuits and is involved in governmental proceedings arising in the ordinary course of business, including, but not limited to, royalty claims, contract claims and environmental claims. The Company has also been named as a defendant in various personal injury claims, including numerous claims by employees of third-party contractors alleging exposure to asbestos, silica and benzene while working at a refinery in Corpus Christi, Texas, which a company Anadarko acquired by merger in 2000 sold in segments in 1987 and 1989. While the ultimate outcome and impact on the Company cannot be predicted with certainty, Management believes that the resolution of these proceedings will not have a material adverse effect on the consolidated financial position of the Company, although results of operations and cash flow could be significantly impacted in the reporting periods in which such matters are resolved. Discussed below are several specific proceedings.
Royalty Litigation The Company is subject to various claims from its royalty owners in the regular course of its business as an oil and gas producer, including disputes regarding measurement, costs and expenses beyond the wellhead, and basis valuations. Among such claims, the Company was named as a defendant in a case styled U.S. of America ex rel. Harold E. Wright v. AGIP Company, et al . (the Gas Qui Tam case) filed in September 2000 in the U.S. District Court for the Eastern District of Texas, Lufkin Division. This lawsuit generally alleges that the Company and 118 other defendants improperly measured and otherwise undervalued natural gas in connection with a payment of royalties on production from federal and Indian lands. Based on the Companys present understanding of the various governmental and False Claims Act proceedings described above, the Company believes that it has substantial defenses to these claims and intends to vigorously assert such defenses. However, if the Company is found to have violated the Civil False Claims Act, the Company could be subject to a variety of sanctions, including treble damages and substantial monetary fines. The case was transferred to the U.S. District Court, Multi-District Litigation (MDL) Docket pending in Wyoming. All defendants jointly filed a motion to dismiss the action on jurisdictional grounds based on Mr. Wrights failure to qualify as the original source of the information underlying his fraud claims, and the Company filed additional motions to dismiss on separate grounds. The MDL Panel remanded the case to the federal court in Lufkin, Texas without ruling on the motions for dismissal. The proceedings were delayed for procedural reasons as the case was remanded and a new judge was appointed; however, the Company now expects to obtain a hearing on its motions for dismissal in early 2004.
27
T-Bar X Lawsuit T-Bar X Limited Company v. Anadarko Petroleum Corporation, a case filed in the 82nd Judicial District Court of Robertson County, Texas, involves a dispute regarding a confidentiality agreement that Anadarko executed in August 1999. On January 28, 2004, based upon a jury verdict, the court entered a $145 million judgment in favor of the plaintiff as follows: $40 million in actual damages; $100 million in punitive damages; and, $5 million in pre-judgment interest. The Company believes that it has strong arguments for a reversal on appeal. Anadarko and outside counsel believe that, following appeals, it is not probable that the judgment will be affirmed. If a judgment is reversed and remanded for a new trial, Anadarko will vigorously defend itself on retrial. While the ultimate outcome and impact of this claim on Anadarko cannot be predicted with certainty, Anadarko believes that the resolution of these proceedings will not have a material adverse effect on its consolidated financial position.
CITGO Litigation CITGO Petroleum Corporations (CITGO) claims arise out of an Asset Purchase and Contribution Agreement in 1987 whereby a company Anadarko acquired by merger in 2000 sold a refinery located in Corpus Christi, Texas to CITGOs predecessor. After the sale of the refinery, numerous individuals living near the refinery sued CITGO (the Neighborhood Litigation) thereby implicating the Asset Purchase and Contribution Agreement indemnity provision. CITGO and Anadarko eventually entered into a settlement agreement to allocate, on an interim basis, each partys liability for defense and liability cost in that and related litigation. That agreement provides that once the Neighborhood Litigation and certain related claims are resolved, then the parties will determine their final indemnity obligations to each other through binding arbitration. At the present time, Anadarko and CITGO have agreed to defer arbitrating the allocation of responsibility for this liability in order to focus their efforts on a global settlement. Arbitration will resume upon request of either CITGO or Anadarko. Negotiations and discussions with CITGO continue. Anadarko has offered to settle all outstanding issues for approximately $4 million and a liability for this amount has been accrued.
Kansas Ad Valorem Tax The Natural Gas Policy Act of 1978 allowed a severance, production or similar tax to be included as an add-on, over and above the maximum lawful price charged for natural gas. Based on the Federal Energy Regulatory Commission (FERC) ruling that the Kansas ad valorem tax was such a tax, the Company collected the Kansas ad valorem tax. FERCs ruling regarding the ability of producers to collect the Kansas ad valorem tax was appealed to the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit). Ultimately, the D.C. Circuit issued a decision on August 2, 1996 ruling that producers must refund all Kansas ad valorem taxes collected relating to production since October 1983. The Company filed a petition for writ of certiorari with the Supreme Court. That petition was denied on May 12, 1997.
Other The Company is subject to other legal proceedings, claims and liabilities which arise in the ordinary course of its business. In the opinion of the Company, the liability with respect to these actions will not have a material effect on the Company.
28
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of 2003.
Executive Officers of the Registrant
Age at End | ||||||
Name | of 2004 | Position | ||||
|
|
|
||||
James T. Hackett
|
50 |
President and Chief Executive Officer
|
||||
James R. Larson
|
54 |
Senior Vice President, Finance and Chief
Financial Officer
|
||||
Richard J. Sharples
|
57 |
Senior Vice President, Marketing and Minerals
|
||||
Robert P. Daniels
|
45 |
Vice President, Canada
|
||||
Diane L. Dickey
|
48 |
Vice President and Controller
|
||||
James J. Emme
|
48 |
Vice President, Exploration
|
||||
Morris L. Helbach
|
59 |
Vice President, Information Technology Services
and Chief Information Officer
|
||||
Karl F. Kurz
|
43 |
Vice President, Marketing
|
||||
David R. Larson
|
47 |
Vice President, Investor Relations
|
||||
Richard A. Lewis
|
60 |
Vice President, Human Resources
|
||||
J. Anthony Meyer
|
46 |
Vice President, International and Alaska
Operations
|
||||
Mark L. Pease
|
48 |
Vice President, U. S. Onshore and Offshore
|
||||
Gregory M. Pensabene
|
54 |
Vice President, Government Relations and Public
Affairs
|
||||
Albert L. Richey
|
55 |
Vice President and Treasurer
|
||||
Charlene A. Ripley
|
40 |
Vice President and General Counsel
|
||||
Suzanne Suter
|
58 |
Vice President, Corporate Secretary and Chief
Governance Officer
|
||||
Donald R. Willis
|
54 |
Vice President, Corporate Services
|
In December 2003, Mr. Hackett was named President and Chief Executive Officer. Prior to joining Anadarko, he served as President and Chief Operating Officer of Devon Energy Corporation since its acquisition of Ocean Energy, Inc. in April 2003. Mr. Hackett served as President and Chief Executive Officer of Ocean Energy, Inc. from March 1999 to April 2003 and as Chairman of the Board from January 2000 to April 2003. He served as Chief Executive Officer and President of Seagull Energy Corporation from September 1998 until March 1999 and as Chairman of the Board from January 1999 to March 1999.
29
Officers of Anadarko are elected at an organizational meeting of the Board of Directors following the annual meeting of stockholders, which is expected to occur on May 6, 2004, and hold office until their successors are duly elected and shall have qualified. There are no family relationships between any directors or executive officers of Anadarko.
30
PART II
Item 5. Market for Registrants Common Equity and Related Stockholder Matters
Information on the market price and cash dividends declared per share of common stock is included in the Stockholder Information in the Anadarko Petroleum Corporation 2003 Annual Report (Annual Report) which is incorporated herein by reference.
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
millions |
|
|
|
|
||||||||||||
2003
|
$ | 24 | $ | 25 | $ | 25 | $ | 35 | ||||||||
2002
|
$ | 18 | $ | 18 | $ | 20 | $ | 24 |
The amount of future common stock dividends will depend on earnings, financial condition, capital requirements and other factors, and will be determined by the Directors on a quarterly basis. For additional information, see Dividends under Item 7 of this Form 10-K.
Equity Compensation Plan Table
The following table sets forth
information with respect to the equity compensation plans
available to directors, officers and employees of the Company as
of December 31, 2003:
(c)
Number of securities
(a)
(b)
remaining available
Number of securities
Weighted-average
for future issuance
to be issued upon
exercise price of
under equity
exercise of
outstanding
compensation plans
outstanding options,
options, warrants
(excluding securities
Plan category
warrants and rights
and rights
reflected in column(a))
12,585,670
$
43.28
2,158,720
12,585,670
$
43.28
2,158,720
Unregistered Securities In March 2001, Anadarko issued $650 million of Zero Yield Puttable Contingent Debt Securities (ZYP-CODES) due 2021 to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S. The initial purchaser of the ZYP-CODES was Lehman Brothers Inc. Debt offering expenses related to issuing these securities were $6 million. The ZYP-CODES were subsequently registered on a Form S-3 effective July 2001.
Item 6. Selected Financial Data
See Five Year Financial Highlights in the Annual Report, which is incorporated herein by reference.
31
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
Anadarko Petroleum Corporations primary
line of business is the exploration, development, production and
marketing of natural gas, crude oil, condensate and NGLs. The
Companys major areas of operations are located in the
United States, Canada and Algeria. The Company is also active in
Venezuela, Qatar and several other countries. The Companys
focus is on adding high-margin oil and natural gas reserves at
competitive finding and development costs and continuing to
develop more efficient and effective ways of producing oil and
gas. The primary factors that affect the Companys results
of operations include, among other things, commodity prices for
natural gas, crude oil and NGLs, production volumes, the
Companys ability to find additional oil and gas reserves,
as well as the cost of finding reserves and changes in the
levels of costs and expenses required for continuing operations.
Unless the context otherwise requires, the terms
Anadarko
or
Company
refer
to Anadarko and its subsidiaries.
Selected Data
2003
2002
2001
millions except per share amounts
$
5,122
$
3,845
$
4,718
2,914
2,435
5,081
234
203
27
729
376
(214
)
$
1,287
$
825
$
(188
)
$
5.09
$
3.21
$
(0.75
)
192
197
199
196
%
112
%
221
%
$
6.95
$
10.52
$
8.53
2,513
2,328
2,305
$
2,792
$
2,388
$
3,316
3,043
2,196
3,321
5,058
5,471
5,050
$
8,599
$
6,972
$
6,365
37
%
44
%
44
%
Financial Results
Net Income Anadarkos net income available to common stockholders for 2003 totaled nearly $1.3 billion, or $5.09 per share (diluted), compared to net income available to common stockholders for 2002 of $825 million, or $3.21 per share (diluted). The increase in net income in 2003 is due primarily to significantly higher commodity prices, partially offset by higher costs and expenses. Anadarko had a net loss available to common stockholders in 2001 of $188 million or $0.75 per share (diluted). The net loss for 2001 included noncash charges of $2.5 billion ($1.6 billion after taxes) for impairments of the carrying value of oil and gas properties primarily in the United States, Canada and Argentina as a result of low natural gas and oil prices at the end of the third quarter of 2001. See Critical Accounting Policies and Estimates.
32
Revenues
2003
2002
2001
millions
$
2,851
$
1,828
$
2,952
1,787
1,682
1,397
365
222
256
119
113
113
$
5,122
$
3,845
$
4,718
Anadarkos total revenues for 2003 increased $1.3 billion or 33% compared to 2002 due primarily to significantly higher commodity prices, partially offset by slightly lower sales volumes. Total revenues for 2002 were down $873 million or 19% compared to 2001 due primarily to a significant decrease in natural gas prices and decreases in natural gas volumes, partially offset by higher crude oil prices and volumes.
Analysis of Sales Volumes
2003 | 2002 | 2001 | |||||||||||
|
|
|
|||||||||||
Barrels of Oil Equivalent (MMBOE)
|
|||||||||||||
United States
|
135 | 130 | 144 | ||||||||||
Canada
|
30 | 35 | 34 | ||||||||||
Algeria
|
19 | 24 | 8 | ||||||||||
Other International
|
8 | 8 | 13 | ||||||||||
|
|
|
|||||||||||
Total
|
192 | 197 | 199 | ||||||||||
|
|
|
|||||||||||
Barrels of Oil Equivalent per Day
(MBOE/d)
|
|||||||||||||
United States
|
368 | 355 | 394 | ||||||||||
Canada
|
83 | 97 | 93 | ||||||||||
Algeria
|
52 | 65 | 22 | ||||||||||
Other International
|
22 | 22 | 37 | ||||||||||
|
|
|
|||||||||||
Total
|
525 | 539 | 546 | ||||||||||
|
|
|
During 2003, Anadarko sold 192 MMBOE, a decrease of 5 MMBOE or 3% compared to sales of 197 MMBOE in 2002. The decrease for 2003 was primarily due to lower volumes of 5 MMBOE from operations in Canada, related primarily to the divestiture of heavy oil properties in late 2002 and 5 MMBOE from operations in Algeria due primarily to the substantial completion of cost recovery, whereby Anadarko was reimbursed for previous exploration spending with additional barrels of oil production. These decreases were partially offset by higher volumes of 5 MMBOE from operations in the United States, primarily due to higher oil production in the western states as a result of the acquisition of Howell in late 2002. The Companys sales volumes were down 2 MMBOE or 1% in 2002 compared to sales of 199 MMBOE in 2001. The decrease for 2002 was primarily due to lower volumes of 14 MMBOE due to operations in the United States, primarily offshore and in Texas and Louisiana, and 4 MMBOE related to the disposition of operations in Guatemala and Argentina in 2001. The decrease in volumes in the United States was primarily a result of natural production declines and a decrease in development drilling in late 2001 and early 2002 in response to lower commodity prices. These lower volumes were offset by an increase of 16 MMBOE in Algeria due to the expansion of production facilities.
33
Natural Gas Sales Volumes and Average Prices
2003 | 2002 | 2001 | |||||||||||
|
|
|
|||||||||||
United States (Bcf)
|
503 | 507 | 573 | ||||||||||
MMcf/d
|
1,379 | 1,390 | 1,569 | ||||||||||
Price per Mcf
|
$ | 4.36 | $ | 2.83 | $ | 4.23 | |||||||
Canada (Bcf)
|
140 | 135 | 121 | ||||||||||
MMcf/d
|
383 | 370 | 331 | ||||||||||
Price per Mcf
|
$ | 4.71 | $ | 2.91 | $ | 4.38 | |||||||
Other International (Bcf)
|
| | 1 | ||||||||||
MMcf/d
|
| | 4 | ||||||||||
Price per Mcf
|
$ | | $ | | $ | 1.22 | |||||||
Total (Bcf)
|
643 | 642 | 695 | ||||||||||
MMcf/d
|
1,762 | 1,760 | 1,904 | ||||||||||
Price per Mcf
|
$ | 4.43 | $ | 2.85 | $ | 4.25 |
Anadarkos natural gas sales volumes for 2003 were essentially flat compared to 2002. An increase in natural gas sales volumes in Texas, Louisiana and Canada due to successful exploration and development activities was offset by a decrease in the Gulf of Mexico, as a result of temporary operational issues and natural production declines. The Companys natural gas sales volumes in 2002 were down 53 Bcf or 8% compared to 2001. The decrease in 2002 was due primarily to lower volumes of 66 Bcf from operations within the United States, primarily offshore and in Texas, partially offset by higher volumes of 14 Bcf from operations in Canada primarily due to the Berkley acquisition in 2001. Production of natural gas is generally not directly affected by seasonal swings in demand. However, the Company may decide during periods of low commodity prices to decrease development activity, which can result in lower production volumes.
34
Crude Oil and Condensate Sales Volumes and
Average Prices
2003
2002
2001
34
31
34
93
85
93
$
26.16
$
22.90
$
23.08
6
12
13
17
33
35
$
27.33
$
19.09
$
18.18
19
24
8
52
65
22
$
28.43
$
24.38
$
23.97
8
8
13
22
22
36
$
23.15
$
19.92
$
14.35
67
75
68
184
205
186
$
26.55
$
22.44
$
20.56
Anadarkos crude oil and condensate sales volumes for 2003 decreased 8 MMBbls or 11% compared to 2002 due to lower volumes of 6 MMBbls in Canada and 5 MMBbls in Algeria, partially offset by higher volumes of 3 MMBbls in the United States. The lower Canada volumes are due largely to the sale of the Companys heavy oil assets in late 2002. The lower Algeria volumes are due primarily to the substantial completion of cost recovery, whereby Anadarko was reimbursed for previous exploration spending with additional barrels of oil production. The higher volumes in the United States are primarily in the western states as a result of the Howell acquisition in late 2002.
Natural Gas Liquids Sales Volumes and Average Prices
2003 | 2002 | 2001 | |||||||||||
|
|
|
|||||||||||
Total (MMBbls)
|
17 | 15 | 15 | ||||||||||
MBbls/d
|
47 | 41 | 42 | ||||||||||
Price per barrel
|
$ | 21.18 | $ | 14.80 | $ | 16.55 |
35
The Companys 2003 NGLs sales volumes increased 2 MMBbls or 13% compared to 2002 primarily due to additional natural gas volumes processed in central Texas. NGLs sales volumes in 2002 were essentially flat compared to 2001.
Costs and Expenses
2003 | 2002 | 2001 | |||||||||||
millions |
|
|
|
||||||||||
Operating expenses
|
|||||||||||||
Direct operating
|
$ | 630 | $ | 577 | $ | 553 | |||||||
Cost of product and transportation
|
198 | 170 | 216 | ||||||||||
|
|
|
|||||||||||
Total operating expenses
|
828 | 747 | 769 | ||||||||||
Administrative and general
|
352 | 314 | 292 | ||||||||||
Depreciation, depletion and amortization
|
1,297 | 1,121 | 1,154 | ||||||||||
Other taxes
|
294 | 214 | 247 | ||||||||||
Impairments related to oil and gas properties
|
103 | 39 | 2,546 | ||||||||||
Restructuring costs
|
40 | | | ||||||||||
Amortization of goodwill
|
| | 73 | ||||||||||
|
|
|
|||||||||||
Total
|
$ | 2,914 | $ | 2,435 | $ | 5,081 | |||||||
|
|
|
During 2003, Anadarkos costs and expenses increased $479 million or 20% compared to 2002 due to the following factors:
| Operating expenses increased $81 million (11%) due to increases of $53 million in direct operating expenses and $28 million in cost of product and transportation expenses. The increase in direct operating expenses is due primarily to the acquisition of producing properties in the western states in late 2002 and the Gulf of Mexico in 2003, an increase in electricity, fuel and other lease expenses attributed to the effect of increased commodity prices and the impact of an increase in the Canadian exchange rate. These increases were partially offset by the effect of the sale of heavy oil properties in Canada in late 2002. The increase in cost of product and transportation expenses was due primarily to an increase in volumes of NGLs processed and higher transportation rates. | |
| Administrative and general (A&G) expense increased $38 million (12%). A&G expense in 2003 included $24 million in benefits expenses and $8 million in salaries expenses related to executive transitions during 2003. Excluding executive transition expenses, A&G expense increased $17 million for the first six months of 2003 and decreased $11 million in the last half of 2003 as a result of the cost reduction plan implemented in July 2003. | |
| DD&A expense increased $176 million (16%). DD&A increases include about $180 million primarily due to higher costs associated with finding and developing oil and gas reserves (including the transfer of excluded costs to the DD&A pool), $20 million due to asset retirement obligation accretion expense related to SFAS No. 143 and $8 million related to higher DD&A on general properties. These increases were partially offset by a $32 million decrease due to lower production volumes. | |
| Other taxes increased $80 million (37%) due primarily to significantly higher commodity prices. | |
| Impairments of oil and gas properties in 2003 are due to a $68 million ceiling test impairment for Qatar as a result of lower future production estimates and unsuccessful exploration activities as well as $35 million related to unsuccessful exploration activities in Australia ($19 million), Gabon ($7 million), Tunisia ($7 million), Angola ($1 million) and Kazakhstan ($1 million). | |
| Restructuring costs of $40 million related to one-time charges for employee termination benefits, primarily severance payments, and other costs associated with the Companys cost reduction plan. |
36
During 2002, Anadarkos costs and expenses decreased $2.6 billion or 52% compared to 2001 due to the following factors:
| Operating expenses decreased $22 million (3%) due to a decrease in cost of product and transportation expenses related primarily to a decrease in costs associated with processing NGLs, partially offset by an increase in direct operating expenses primarily related to the acquisition of producing properties in Qatar in the second half of 2001. | |
| A&G expense increased $22 million (8%). An increase of $58 million due primarily to increases in benefits and salaries expenses associated with the Companys workforce was partially offset by a $31 million decrease in merger related expenses and a $5 million decrease related to an adjustment to provisions for uncollectible accounts. | |
| DD&A expense decreased $33 million (3%). About $180 million of the decrease is related to the DD&A rate reduction as a result of ceiling test impairments in the third quarter of 2001 and $13 million of the decrease is due to slightly lower production volumes. These decreases were partially offset by an increase of approximately $135 million due to increases in the DD&A rate resulting from higher costs associated with finding and developing oil and gas reserves (including the transfer of excluded costs to the DD&A pool) and an increase of $25 million related to DD&A on general properties. | |
| Other taxes decreased $33 million (13%). The decrease is primarily due to a $40 million decrease in production taxes as a result of lower commodity prices and slightly lower production volumes in 2002, partially offset by higher ad valorem taxes. | |
| Impairments of oil and gas properties in 2002 related primarily to unsuccessful exploration activities in Congo ($16 million), Oman ($10 million), Australia ($7 million) and Tunisia ($5 million). Impairments in 2001 were primarily due to low oil and gas prices at the end of the third quarter of 2001, which resulted in ceiling test impairments for the United States ($1.7 billion), Canada ($808 million) and Argentina ($15 million). | |
| Amortization of goodwill was discontinued in 2002 in accordance with SFAS No. 142. |
Interest Expense and Other (Income) Expense
2003 | 2002 | 2001 | ||||||||||
millions |
|
|
|
|||||||||
Interest Expense
|
||||||||||||
Gross interest expense
|
$ | 374 | $ | 358 | $ | 301 | ||||||
Capitalized interest
|
(121 | ) | (155 | ) | (209 | ) | ||||||
|
|
|
||||||||||
Net interest expense
|
253 | 203 | 92 | |||||||||
|
|
|
||||||||||
Other (Income) Expense
|
||||||||||||
Foreign currency exchange
|
(19 | ) | 1 | 29 | ||||||||
Firm transportation keep-whole contract valuation
|
(9 | ) | (35 | ) | (91 | ) | ||||||
Ineffectiveness of derivative financial
instruments
|
9 | 18 | (18 | ) | ||||||||
Gas sales contracts accretion of
discount
|
7 | 11 | 14 | |||||||||
Other
|
(7 | ) | 5 | 1 | ||||||||
|
|
|
||||||||||
Total Other (Income) Expense
|
(19 | ) | | (65 | ) | |||||||
|
|
|
||||||||||
Total
|
$ | 234 | $ | 203 | $ | 27 | ||||||
|
|
|
Interest Expense Anadarkos gross interest expense has increased over the past three years due primarily to higher levels of borrowings for capital expenditures, including corporate and producing property acquisitions. Gross interest expense in 2003 increased 4% compared to 2002 primarily due to the expensing of debt issuance costs related to the Company redeeming the Zero Coupon Convertible Debentures due 2020 in 2003 and slightly higher interest rates caused by the redemption of the Zero Yield Puttable Contingent Debt Securities in 2002, which were put to the Company and replaced with higher rate debt. Gross interest expense in 2002 increased 19% compared to 2001 primarily due to higher average debt outstanding in 2002 primarily because of acquisitions in 2001 and slightly higher interest rates. See Capital Resources and Liquidity.
37
Other (Income) Expense
During 2003, foreign exchange gains
increased $20 million compared to 2002 due primarily to the
impact of the strengthening Canadian dollar on the
Companys outstanding Canadian debt that is denominated in
the United States dollar. Gains from the firm transportation
keep-whole contract valuation decreased $26 million during
2003 primarily due to the effect of lower market values for firm
transportation subject to the keep-whole agreement. During 2002,
foreign exchange losses decreased $28 million compared to
2001 primarily due to the restructuring of Canadian debt and
strengthening of the Canadian dollar. Gains from the firm
transportation keep-whole contract valuation decreased
$56 million during 2002 primarily due to the effect of
lower market values for firm transportation subject to the
keep-whole agreement. See
Derivative Instruments
and
Foreign Currency Risk
under Item 7a of this
Form 10-K.
Income Tax Expense (Benefit)
2003
2002
2001
millions
$
775
$
381
$
(183
)
(46
)
(5
)
(31
)
$
729
$
376
$
(214
)
For 2003, income taxes increased $353 million compared to 2002. The increase was primarily due to the increase in earnings before income taxes, partially offset by a decrease in Canadian taxes due to a Canadian federal income tax rate reduction from 28% to 21% over a five year period beginning in 2003. Income taxes for 2002 increased $590 million compared to 2001. Income taxes for 2001 included a benefit of approximately $962 million related to the impairment of the carrying value of oil and gas properties in the United States, Canada and Argentina as a result of low natural gas and crude oil prices at the end of the third quarter of 2001. Excluding the effect of the impairment and related tax benefit in 2001, income taxes for 2002 decreased primarily due to the decrease in earnings before income taxes.
Operating Results
Anadarko focuses on growth and profitability. Reserve replacement is the key to growth and future profitability depends on the cost of finding oil and gas reserves, among other factors. Reserve growth can be achieved through successful exploration and development drilling, improved recovery or acquisition of producing properties.
Reserve Replacement Anadarko continues to be successful in replacing reserves. For the 22nd consecutive year, Anadarko more than replaced annual production volumes with proved reserves of natural gas, crude oil, condensate and NGLs. The following table shows the Companys reserve replacement through all means, including extensions and discoveries, revisions, improved recovery and purchases or sales of proved reserves, as a percentage of production volumes. Reserve replacement percentages excluding acquisitions and divestitures represent reserve replacement achieved through drilling and development.
38
Five-Year
Average
2003
2002
2001
310
%
196
%
112
%
221
%
164
%
176
%
87
%
173
%
150
192
196
201
290
%
232
%
185
%
161
%
168
%
204
%
137
%
160
%
107
135
130
144
The Companys worldwide reserve replacement excluding acquisitions and divestitures increased to 176% in 2003. This increase was primarily due to successful drilling in the U.S. and Canada. The decrease in 2002 compared to 2001 was partially due to a downward revision of 36 MMBOE in Venezuela due to increased prices. See Critical Accounting Policies and Estimates .
Cost of Finding
Cost
of finding represents the cost of proved reserves added through
all means, including additions related to extensions and
discoveries, revisions, improved recovery and purchases of
proved reserves. The following table shows the Companys
cost of finding proved reserves of natural gas, crude oil,
condensate and NGLs, stated on a BOE basis. Cost of finding
excludes asset retirement costs and includes actual asset
retirement expenditures.
Five-Year
Average
2003
2002
2001
$
7.65
$
6.95
$
10.52
$
8.53
$
8.10
$
7.47
$
13.43
$
8.75
$
8.10
$
6.26
$
7.77
$
9.60
$
8.04
$
6.56
$
8.83
$
9.46
Worldwide finding costs in 2003 decreased 34% compared to 2002. Worldwide finding costs in 2002 were higher than 2003 and 2001 due primarily to downward revisions of Venezuelan reserves primarily related to higher prices (see Critical Accounting Policies and Estimates ) and large investments made in leases in the eastern Gulf of Mexico that had not yet been drilled.
Proved Reserves At the end of 2003, Anadarkos proved reserves were 2.5 billion BOE compared to 2.3 billion BOE at year-end 2002 and 2001. Anadarkos proved reserves have grown 22% over the past three years, primarily as a result of corporate acquisitions, successful exploration projects in the Gulf of Mexico and successful development programs in major domestic fields in core areas onshore and offshore and in Algeria.
39
Recent Developments The SEC obtained information from oil and gas companies operating offshore (including Anadarko) to assess the criteria being used by industry to determine proved reserves related to new field discoveries offshore. The SEC regulations allow companies to recognize proved reserves if economic producibility is supported by either an actual production test (flow test) or conclusive formation testing. In the absence of a production test, compelling technical data must exist to recognize proved reserves related to the initial discovery of a field. In deepwater environments where production tests are extremely expensive, the industry has increasingly depended on advanced technical testing to support economic producibility.
Drilling Activity During 2003, Anadarko participated in a total of 1,069 gross wells, including 707 gas wells, 299 oil wells and 63 dry holes. This compares to 949 gross wells (686 gas wells, 217 oil wells and 46 dry holes) in 2002 and 1,420 gross wells (970 gas wells, 375 oil wells and 75 dry holes) in 2001. The increase in activity during 2003 reflects the Companys increase in spending for development drilling in response to higher commodity prices in 2003. The decrease in activity during 2002 reflects the Companys reduced spending for development drilling in response to lower commodity prices in late 2001 and early 2002.
40
Drilling Program Activity
Gas
Oil
Dry
Total
87
22
38
147
71.0
18.3
27.3
116.6
620
277
25
922
454.3
189.0
21.2
664.5
58
24
32
114
45.2
19.9
25.3
90.4
628
193
14
835
444.2
147.6
10.7
602.5
Gross: total wells in which there was participation.
Acquisitions and Divestitures The Companys strategy includes an asset acquisition and divestiture program. In 2003, Anadarko acquired approximately 54 MMBOE of proved reserves, located primarily in the United States. In 2002, Anadarko acquired approximately 87 MMBOE of proved reserves, including 74 MMBOE located in the United States primarily from the Howell acquisition (64 MMBOE) and 13 MMBOE located in Qatar. In 2001, the Company acquired approximately 157 MMBOE of proved reserves, located in: Canada, primarily from the Berkley acquisition (99 MMBOE); Qatar and Oman from the Gulfstream Resources Canada Limited acquisition (57 MMBOE); and the United States (1 MMBOE). Excluding corporate acquisitions, during 2001-2003, Anadarko acquired through purchases and trades 78 MMBOE of proved reserves for $326 million. During the same time period, the Company sold properties, either as a strategic exit from a certain area or asset rationalization in existing core areas, of 113 MMBOE with proceeds totaling $516 million. In 2004, the Company will continue to consider dispositions of certain producing properties in non-core areas.
Marketing Strategies
Overview The Companys sales of natural gas, crude oil, condensate and NGLs are generally made at the market prices of those products at the time of sale. Therefore, even though the Company sells significant volumes to major purchasers, the Company believes other purchasers would be willing to buy the Companys natural gas, crude oil, condensate and NGLs at comparable market prices. The Companys marketing department actively manages sales of its oil and gas. The Company markets its production to customers at competitive prices, maximizing realized prices while managing credit exposure. The market knowledge gained through the marketing effort is valuable to the corporate decision making process.
Natural Gas Natural gas continues to supply a significant portion of North Americas energy needs and the Company believes the importance of natural gas in meeting this energy need will continue. The tightening of the natural gas supply and demand fundamentals has resulted in extremely volatile natural gas prices, which is expected to continue.
41
Crude Oil, Condensate and NGLs Anadarkos crude oil, condensate and NGLs revenues are derived from production in the U.S., Canada, Algeria and other international areas. Most of the Companys U.S. crude oil and NGLs production is sold under 30-day evergreen contracts with prices based on marketing indices and adjusted for location, quality and transportation. Most of the Companys Canadian oil production is sold on a term basis of one year or greater. Oil from Algeria and other international areas is sold by tanker as Saharan Blend to customers primarily in the Mediterranean area. Saharan Blend is a high quality crude that provides refiners with large quantities of premium products like high quality jet and diesel fuel. The Company also purchases and sells third-party produced crude oil, condensate and NGLs in the Companys domestic and international market areas. Included in this strategy is the use of various derivative instruments.
Gas Gathering Systems and Processing Anadarkos investment in gas gathering operations allows the Company to better manage its gas production, improve ultimate recovery of reserves, enhance the value of gas production and expand marketing opportunities. The Company has invested about $175 million to build or acquire gas gathering systems over the last five years. The vast majority of the gas flowing through these systems is from Anadarko operated wells.
42
Capital Resources and Liquidity
General Anadarkos cash flow from operating activities in 2003 was $3.0 billion compared to $2.2 billion in 2002 and $3.3 billion in 2001. The increase in 2003 cash flow is attributed primarily to the significant increase in commodity prices. The decrease in 2002 cash flow compared to 2001 is attributed to significantly lower natural gas prices. Fluctuations in commodity prices have been the primary reason for the Companys short-term changes in cash flow from operating activities. Sales volume changes can also impact cash flow in the short-term, but have not been as volatile as commodity prices in the past. Anadarko holds derivative instruments to help manage commodity price risk. Anadarkos long-term cash flow from operating activities is dependent on commodity prices, reserve replacement and the level of costs and expenses required for continued operations. The Companys goals include continuing to find high-margin oil and gas reserves at competitive prices, managing commodity price risk and keeping operating costs at efficient levels.
Debt At year-end 2003, Anadarkos total debt was $5.1 billion compared to total debt of $5.5 billion at year-end 2002, a decrease of about $400 million. This compares to $5.1 billion at year-end 2001. The decrease in debt during 2003 was related primarily to repaying debt that was incurred as a result of the Howell acquisition in late 2002 and repaying Notes that matured in 2003.
43
Capital Expenditures
The Company funded its capital
investment programs in 2003, 2002 and 2001 primarily through
cash flow, plus increases in long-term debt and proceeds from
property sales. The following table shows the Companys
capital expenditures by category.
2003
2002
2001
millions
$
1,566
$
1,079
$
1,641
518
631
846
327
249
198
73
78
244
308
351
387
$
2,792
$
2,388
$
3,316
* | Excludes corporate acquisitions. Excludes asset retirement costs and includes actual asset retirement expenditures, which is consistent with prior years. |
Anadarkos total capital spending in 2003 was $2.8 billion, a 17% increase compared to 2002. The increase from 2002 represents a $487 million increase in development spending and a $30 million increase in other spending, partially offset by a $113 million decrease in exploration spending. The increase in development spending and the decrease in exploration spending reflect the Companys decision to direct capital to the areas that have shown the best performance and rate of return, primarily the Lower 48 states, during periods of higher prices.
Dividends In 2003, Anadarko paid $109 million in dividends to its common stockholders (10 cents per share in the first, second and third quarters and 14 cents per share in the fourth quarter). In 2002, Anadarko paid $80 million in dividends to its common stockholders (7.5 cents per share in the first, second and third quarters and 10 cents per share in the fourth quarter). The dividend amount in 2001 was $57 million (5 cents per share in the first, second and third quarters and 7.5 cents per share in the fourth quarter). Anadarko has paid a dividend to its common stockholders continuously since becoming an independent company in 1986.
Outlook The Companys 2004 capital expenditure budget has been set between $2.6 billion and $2.9 billion. Anadarko has allocated $2.3 billion to $2.6 billion for worldwide exploration and development. Approximately 80% will be designated for development and about 20% for exploration. The primary focus of the 2004 budget is to direct capital to the areas that have shown the best performance and rate of return. Anadarko made a number of significant discoveries in 2003 and a top priority in 2004 will be to delineate and develop those discoveries. In addition, the Company plans to carry out a focused exploration program in North America, North Africa and the Middle East. Anadarkos overall plan includes about $300 million for capitalized interest and overhead. In conjunction with the cost reduction plan, the Company evaluated the allocation of capital resources to international exploration for 2004. While Management sees an important place for international projects within its portfolio, Anadarko has narrowed the list of international projects in order to better focus its efforts. As a result, the Company expects to work toward divesting its non-core assets in Egypt, Australia and Oman during 2004.
44
Obligations and Commitments
Following is a summary of the Companys future payments on obligations as of December 31, 2003:
Obligations by Period | ||||||||||||||||||||
|
||||||||||||||||||||
2-3 | 4-5 | Later | ||||||||||||||||||
1 Year | Years | Years | Years | Total | ||||||||||||||||
millions |
|
|
|
|
|
|||||||||||||||
Total debt*
|
$ | | $ | 462 | $ | 1,127 | $ | 3,613 | $ | 5,202 | ||||||||||
Operating leases
|
57 | 120 | 118 | 103 | 398 | |||||||||||||||
Transportation and storage
|
41 | 37 | 37 | 108 | 223 | |||||||||||||||
Oil and gas activities
|
| 87 | | | 87 |
* | Holders of the ZYP-CODES due 2021 may put the remaining $30 million principal amount of the ZYP-CODES to the Company in 2004. This debt instrument has been reflected in the table above. |
Operating Leases During 2003, the Companys two corporate office buildings located in The Woodlands, Texas, were acquired by a wholly-owned subsidiary of a major financial institution from the special purpose entities that had leased the buildings to the Company. The original leases were amended and restated, and, other than the extension of the period of the lease, the terms of the replacement lease between the Company and the real estate development company were essentially unchanged. The total amount funded under the new lease was approximately $214 million. The table above includes lease payment obligations related to this lease under operating leases.
45
Oil and Gas Activities As is common in the oil and gas industry, Anadarko has various contractual commitments pertaining to exploration, development and production activities. The Company has work related commitments for, among other things, drilling wells, obtaining and processing seismic and fulfilling rig commitments. The above table includes drilling and work related commitments of $87 million, comprised of $47 million in Canada, $18 million in Algeria and $22 million in other international locations, that are not included in the 2004 budget.
Marketing and Trading Contracts
The following tables provide
additional information regarding the Companys marketing
and trading portfolio of physical and derivative contracts and
the firm transportation keep-whole agreement and related
derivatives as of December 31, 2003. The Company records
income or loss on these activities using the mark-to-market
accounting method. See
Critical Accounting Policies and
Estimates
for an explanation of how the fair value for
derivatives are calculated.
Firm
Marketing
Transportation
and Trading
Keep-whole
Total
millions
$
(5
)
$
(73
)
$
(78
)
(2
)
(12
)
(14
)
2
2
11
9
20
$
6
$
(76
)
$
(70
)
Fair Value of Contracts as of December 31, 2003
Maturity
Maturity
less than
Maturity
Maturity
in excess
Assets (Liabilities)
1 Year
1-3 Years
4-5 Years
of 5 Years
Total
millions
$
3
$
2
$
1
$
$
6
$
(27
)
$
$
$
$
(27
)
(32
)
(16
)
(1
)
(49
)
$
(24
)
$
2
$
1
$
$
(21
)
(32
)
(16
)
(1
)
(49
)
Other In 2003, the Company made contributions of $61 million to its funded pension plans, $5 million to its unfunded pension plans and $9 million to its unfunded other postretirement benefit plans. Contributions to the funded plans increase the plan assets while contributions to unfunded plans are made to fund current period benefit payments. In 2004, the Company expects to contribute between $73 million and $78 million to its funded pension plans, $24 million to its unfunded pension plans and $9 million to its unfunded other postretirement benefit plans. Future contributions to funded pension plans will be affected by actuarial assumptions, market performance and individual
46
For additional information on contracts, obligations and arrangements the Company enters into from time to time see Note 3 Asset Retirement Obligations, Note 8 Debt, Note 9 Financial Instruments, Note 20 Pension Plans, Other Postretirement Benefits and Employee Savings Plans and Note 21 Contingencies of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
Critical Accounting Policies and Estimates
Financial Statements and Use of Estimates In preparing financial statements, Management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, Management reviews its estimates, including those related to litigation, environmental liabilities, income taxes and determination of proved reserves. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.
Properties and Equipment The Company uses the full cost method of accounting for exploration and development activities as defined by the SEC. Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized as properties and equipment. This includes any internal costs that are directly related to exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Effective with the adoption of SFAS No. 143 in 2003, the carrying amount of oil and gas properties also includes estimated asset retirement costs recorded based on the fair value of the asset retirement obligation when incurred. Gain or loss on the sale or other disposition of oil and gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country. The application of the full cost method of accounting for oil and gas properties generally results in higher capitalized costs and higher DD&A rates compared to the successful efforts method of accounting for oil and gas properties.
Proved Reserves Proved oil and gas reserves, as defined by SEC Regulation S-X Rule 4-10(a) (2i), (2ii), (2iii), (3) and (4), are the estimated quantities of crude oil, natural gas, and NGLs that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.
47
Costs Excluded Oil and gas properties include costs that are excluded from capitalized costs being amortized. These amounts represent investments in unproved properties and major development projects. Anadarko excludes these costs on a country-by-country basis until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed at least quarterly to determine if impairment has occurred. The amount of any impairment is transferred to the capitalized costs being amortized (the DD&A pool) or a charge is made against earnings for those international operations where a reserve base has not yet been established. Impairments transferred to the DD&A pool increase the DD&A rate for that country. For international operations where a reserve base has not yet been established, an impairment requiring a charge to earnings may be indicated through evaluation of drilling results, relinquishing drilling rights or other information. Costs excluded for oil and gas properties are generally classified and evaluated as significant or individually insignificant properties.
Capitalized Interest SFAS No. 34, Capitalization of Interest Cost, provides standards for the capitalization of interest cost as part of the historical cost of acquiring assets. Under FASB Interpretation (FIN) No. 33 Applying FASB Statement No. 34 to Oil and Gas Producing Operations Accounted for by the Full Cost Method, costs of investments in unproved properties and major development projects, on which DD&A expense is not currently taken and on which exploration or development activities are in progress, qualify for capitalization of interest. Capitalized interest is calculated by multiplying the Companys weighted-average interest rate on debt by the amount of qualifying costs excluded. Capitalized interest cannot exceed gross interest expense. As costs excluded are transferred to the DD&A pool, the associated capitalized interest is also transferred to the DD&A pool.
Ceiling Test Companies that use the full cost method of accounting for oil and gas exploration and development activities are required to perform a ceiling test each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test is performed on a country-by-country basis. The test determines a limit, or ceiling, on the book value of oil and gas properties. That limit is basically the after tax present value of the future net cash flows from proved crude oil and natural gas reserves, including the effect of cash flow hedges. This ceiling is compared to the net book value of the oil and gas properties reduced by any related net deferred income tax liability and asset retirement obligation. If the net book value reduced by the related deferred income taxes and asset retirement obligation exceeds the ceiling, an impairment or noncash writedown is required. A ceiling test impairment can give Anadarko a significant loss for a particular period; however, future DD&A expense would be reduced.
Derivative Instruments Anadarko holds derivative instruments for its energy marketing and trading business and to manage foreign currency risk and commodity price risk associated with its equity oil and gas production and the firm transportation keep-whole agreement. Anadarko accounts for its derivative instruments under the provisions of SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities. Under this statement, all derivatives other than those that meet the normal purchases and sales exception are carried on the balance sheet at fair value.
48
Recent Accounting Developments
The Emerging Issues Task Force (EITF) is considering two issues related to the reporting of oil and gas mineral rights. Issue No. 03-O, Whether Mineral Rights Are Tangible or Intangible Assets, is whether or not mineral rights are intangible assets pursuant to SFAS No. 141, Business Combinations. Issue No. 03-S, Application of SFAS No. 142, Goodwill and Other Intangible Assets, to Oil and Gas Companies, is, if oil and gas drilling rights are intangible assets, whether those assets are subject to the classification and disclosure provisions of SFAS No. 142.
Regulatory Matters and Additional Factors Affecting Business
Forward Looking Statements The Company has made in this report, and may from time to time otherwise make in other public filings, press releases and discussions with Company management, forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning the Companys operations, economic performance and financial condition. These forward looking statements include information concerning future production and reserves, schedules, plans, timing of development,
49
Commodity Pricing and Demand Crude oil prices continue to be affected by political developments worldwide, pricing decisions and production quotas of OPEC and the volatile trading patterns in the commodity futures markets. In addition, in OPEC countries in which Anadarko has production such as Algeria, Venezuela and Qatar, when the world oil market is weak, the Company may be subject to periods of decreased production due to government mandated cutbacks. Natural gas prices also continue to be highly volatile. In periods of sharply lower commodity prices, the Company may curtail production and capital spending projects, as well as delay or defer drilling wells in certain areas because of lower cash flows. Changes in crude oil and natural gas prices can impact the Companys determination of proved reserves and the Companys calculation of the standardized measure of discounted future net cash flows relating to oil and gas reserves. In addition, demand for oil and gas in the U.S. and worldwide may affect the Companys level of production.
Environmental and Safety The Companys oil and gas operations and properties are subject to numerous federal, state and local laws and regulations relating to environmental protection from the time oil and gas projects commence until abandonment. These laws and regulations govern, among other things, the amounts and types of substances and materials that may be released into the environment, the issuance of permits in connection with exploration, drilling and production activities, the release of emissions into the atmosphere, the discharge and disposition of generated waste materials, offshore oil and gas operations, the reclamation and abandonment of wells and facility sites and the remediation of contaminated sites. In addition, these laws and regulations may impose substantial liabilities for the Companys failure to comply with them or for any contamination resulting from the Companys operations.
Exploration and Operating Risks The Companys business is subject to all of the operating risks normally associated with the exploration for and production of oil and gas, including blowouts, cratering and fire, any of which could result in damage to, or destruction of, oil and gas wells or formations or production facilities and other property and injury to persons.
50
Development Risks The Company is involved in several large development projects. Key factors that may affect the timing and outcome of such projects include: project approvals by joint venture partners; timely issuance of permits and licenses by governmental agencies; manufacturing and delivery schedules of critical equipment; and commercial arrangements for pipelines and related equipment to transport and market hydrocarbons. In large development projects, these uncertainties are usually resolved, but delays and differences between estimated and actual timing of critical events are commonplace and may, therefore, affect the forward looking statements related to large development projects.
Domestic Governmental Risks The domestic operations of the Company have been, and at times in the future may be, affected by political developments and by federal, state and local laws and regulations such as restrictions on production, changes in taxes, royalties and other amounts payable to governments or governmental agencies, price or gathering rate controls and environmental protection regulations.
Foreign Operations Risk The Companys operations in areas outside the U.S. are subject to various risks inherent in foreign operations. These risks may include, among other things, loss of revenue, property and equipment as a result of hazards such as expropriation, war, insurrection and other political risks, increases in taxes and governmental royalties, renegotiation of contracts with governmental entities, changes in laws and policies governing operations of foreign-based companies, currency restrictions and exchange rate fluctuations and other uncertainties arising out of foreign government sovereignty over the Companys international operations. The Companys international operations may also be adversely affected by laws and policies of the United States affecting foreign trade and taxation. To date, the Companys international operations have not been materially affected by these risks.
Competition The oil and gas business is highly competitive in the search for and acquisition of reserves and in the gathering and marketing of oil and gas production. The Companys competitors include major oil and gas companies, independent oil and gas companies, individual producers, gas marketers and major pipeline companies, as well as participants in other industries supplying energy and fuel to industrial, commercial and individual consumers. Some of the Companys competitors may have greater and more diverse resources upon which to draw than does Anadarko. If the Company is not successful in its competition for oil and gas reserves or in its marketing of production, the Companys financial condition and results of operations may be adversely affected.
Other Regulatory agencies in certain states and countries have authority to issue permits for seismic exploration and the drilling of wells, regulate well spacing, prevent the waste of oil and gas resources through proration and regulate environmental matters.
Legal Proceedings
General The Company is a defendant in a number of lawsuits and is involved in governmental proceedings arising in the ordinary course of business, including, but not limited to, royalty claims, contract claims and environmental claims. The Company has also been named as a defendant in various personal injury claims, including numerous claims by employees of third-party contractors alleging exposure to asbestos, silica and benzene while working at a refinery in Corpus Christi, Texas, which a company Anadarko acquired by merger in 2000 sold in segments in 1987 and 1989. While the ultimate outcome and impact on the Company cannot be predicted with certainty, Management believes that the resolution of these proceedings will not have a material adverse effect on the consolidated financial position of the Company, although results of operations and cash flow could be significantly impacted in the reporting periods in which such matters are resolved.
51
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Derivative Instruments Anadarkos derivative instruments currently are comprised of futures, swaps and options contracts. The volume of derivative instruments utilized by the Company to hedge its market price risk and in its energy trading operation can vary during the year within the boundaries of its established risk management policy guidelines. For information regarding the Companys accounting policies related to derivatives and additional information related to the Companys derivative instruments, see Note 1 Summary of Significant Accounting Policies and Note 9 Financial Instruments of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
Derivative Instruments Held for Non-Trading Purposes The Company had equity production hedges of 224 Bcf of natural gas and 26 MMBbls of crude oil as of December 31, 2003 (excluding physical delivery fixed price contracts). As of December 31, 2003, the Company had a net unrealized loss of $242 million before taxes on these commodity derivative instruments. Utilizing the actual derivative contractual volumes, a 10% increase in commodity prices would result in an additional loss on these commodity derivative instruments of approximately $143 million. However, this loss would be substantially offset by a gain in the value of that portion of the Companys equity production that is hedged.
Derivative Instruments Held for Trading Purposes As of December 31, 2003, the Company had a net unrealized gain of $37 million (gains of $70 million and losses of $33 million) on commodity derivative financial instruments entered into for trading purposes and a net unrealized loss of $30 million (gains of $12 million and losses of $42 million) on derivative physical delivery contracts entered into for trading purposes. Utilizing the actual derivative contractual volumes and assuming a 10% decrease in underlying commodity prices, the potential additional loss on the derivative instruments would be approximately $3 million.
Firm Transportation Keep-Whole Agreement A company Anadarko acquired in 2000 was a party to several long-term firm gas transportation agreements that supported its gas marketing program within its GPM business segment, which was sold in 1999 to Duke. As part of the GPM disposition, Anadarko pays Duke if transportation market values fall below the fixed contract transportation rates, while Duke pays Anadarko if the transportation market values exceed the contract transportation rates (keep-whole agreement). This keep-whole agreement will be in effect until the earlier of each contracts expiration date or February 2009. The Company may periodically use derivative instruments to reduce its exposure under the keep-whole agreement to potential decreases in future transportation market values. Due to decreased liquidity, the use of derivative instruments to manage this risk is generally limited to the forward twelve months. As of December 31, 2003, accounts payable included $27 million and other long-term liabilities included $49 million related to this agreement. As of December 31, 2002, accounts payable included $5 million and other long-term liabilities included $68 million related to this agreement. A 10% unfavorable change in prices on the short-term portion of the keep-whole agreement would result in an additional loss of $8 million. The future gain or loss from this agreement cannot be accurately predicted. For additional information related to the keep-whole agreement, see Note 9 Financial Instruments of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
Interest Rate Risk Anadarko is also exposed to risk resulting from changes in interest rates as a result of the Companys floating rate debt. The Company believes the potential effect that reasonably possible near term changes in interest rates may have on the fair value of the Companys various debt instruments is not material.
Foreign Currency Risk The Companys Canadian subsidiaries use the Canadian dollar as their functional currency. The Companys other international subsidiaries use the U.S. dollar as their functional currency. To the extent that business transactions in these countries are not denominated in the respective countrys functional currency, the Company is exposed to foreign currency exchange rate risk.
52
Item 8. Financial Statements and Supplementary Data
ANADARKO PETROLEUM CORPORATION
Page | ||||
|
||||
Report of Management
|
54 | |||
Independent Auditors Report
|
55 | |||
Statements of Income, Three Years Ended
December 31, 2003
|
56 | |||
Balance Sheets, December 31, 2003 and 2002
|
57 | |||
Statements of Stockholders Equity, Three
Years Ended December 31, 2003
|
58 | |||
Statements of Comprehensive Income, Three Years
Ended December 31, 2003
|
59 | |||
Statements of Cash Flows, Three Years Ended
December 31, 2003
|
60 | |||
Notes to Consolidated Financial Statements
|
61 | |||
Supplemental Information on Oil and Gas
Exploration and Production Activities
|
97 | |||
Supplemental Quarterly Information
|
113 |
53
ANADARKO PETROLEUM CORPORATION
The Management of Anadarko Petroleum Corporation is responsible for the preparation and integrity of all information contained in the accompanying consolidated financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, Management makes informed judgments and estimates.
James T. Hackett President and Chief Executive Officer James R. Larson Senior Vice President, Finance and Chief Financial Officer |
54
INDEPENDENT AUDITORS REPORT
The Board of Directors and Stockholders
We have audited the accompanying consolidated
balance sheets of Anadarko Petroleum Corporation and
subsidiaries as of December 31, 2003 and 2002, and the
related consolidated statements of income, stockholders
equity, comprehensive income and cash flows for each of the
years in the three-year period ended December 31, 2003.
These consolidated financial statements are the responsibility
of the Companys management. Our responsibility is to
express an opinion on these consolidated financial statements
based on our audits.
Houston, Texas
55
ANADARKO PETROLEUM CORPORATION
Years Ended December 31
2003
2002
2001
millions except per share amounts
$
2,851
$
1,828
$
2,952
1,787
1,682
1,397
365
222
256
119
113
113
5,122
3,845
4,718
828
747
769
352
314
292
1,297
1,121
1,154
294
214
247
103
39
2,546
40
73
2,914
2,435
5,081
2,208
1,410
(363
)
253
203
92
(19
)
(65
)
234
203
27
1,974
1,207
(390
)
729
376
(214
)
$
1,245
$
831
$
(176
)
5
6
7
Cumulative Effect of Change in Accounting Principle
$
1,240
$
825
$
(183
)
47
(5
)
$
1,287
$
825
$
(188
)
$
4.97
$
3.32
$
(0.73
)
$
4.91
$
3.21
$
(0.73
)
$
0.19
$
$
(0.02
)
$
0.18
$
$
(0.02
)
$
5.16
$
3.32
$
(0.75
)
$
5.09
$
3.21
$
(0.75
)
$
0.44
$
0.325
$
0.225
250
248
250
253
260
250
See accompanying notes to consolidated financial statements.
56
ANADARKO PETROLEUM CORPORATION
December 31
2003
2002
millions
$
62
$
34
778
673
326
435
158
138
1,324
1,280
26,367
22,595
8,971
7,497
17,396
15,098
437
436
1,389
1,434
$
20,546
$
18,248
$
1,222
$
1,050
493
511
300
1,715
1,861
5,058
5,171
4,252
3,633
922
611
5,174
4,244
89
101
26
25
5,500
5,347
3,199
2,021
(166
)
(166
)
(69
)
(63
)
(102
)
(95
)
(120
)
(85
)
300
(37
)
(58
)
(76
)
122
(198
)
8,599
6,972
$
20,546
$
18,248
See accompanying notes to consolidated financial statements.
57
ANADARKO PETROLEUM CORPORATION
Years Ended December 31
2003
2002
2001
millions
$
101
$
103
$
200
(12
)
(2
)
(97
)
89
101
103
25
25
25
1
26
25
25
5,347
5,336
5,303
146
30
51
7
(19
)
(31
)
13
5,500
5,347
5,336
2,021
1,276
1,521
1,292
831
(181
)
(5
)
(6
)
(7
)
(109
)
(80
)
(57
)
3,199
2,021
1,276
(166
)
(116
)
(50
)
(116
)
(166
)
(166
)
(116
)
(63
)
(96
)
(121
)
(46
)
(7
)
(15
)
40
40
40
(69
)
(63
)
(96
)
(95
)
(114
)
(145
)
(7
)
19
31
(102
)
(95
)
(114
)
(198
)
(49
)
3
(35
)
(85
)
337
9
(49
)
18
(73
)
(3
)
122
(198
)
(49
)
$
8,599
$
6,972
$
6,365
See accompanying notes to consolidated financial statements.
58
ANADARKO PETROLEUM CORPORATION
Years Ended December 31
2003
2002
2001
millions
$
1,287
$
825
$
(188
)
5
6
7
1,292
831
(181
)
(154
)
(100
)
32
119
15
(31
)
(5
)
4
(35
)
(85
)
337
9
(49
)
18
(73
)
(3
)
320
(149
)
(52
)
$
1,612
$
682
$
(233
)
$
91
$
58
$
(19
)
(67
)
(9
)
18
3
(2
)
(59
)
(11
)
42
1
See accompanying notes to consolidated financial statements.
59
ANADARKO PETROLEUM CORPORATION
Years Ended December 31
2003
2002
2001
millions
accounting principle
$
1,245
$
831
$
(176
)
1,297
1,121
1,154
73
505
214
(319
)
103
39
2,546
14
7
151
3,164
2,212
3,429
46
(103
)
544
(68
)
181
(534
)
(99
)
(94
)
(118
)
3,043
2,196
3,321
(2,772
)
(2,388
)
(3,316
)
(221
)
(940
)
138
192
138
(2,634
)
(2,417
)
(4,118
)
358
1,348
2,788
(772
)
(987
)
(1,977
)
49
(43
)
24
(114
)
(86
)
(64
)
(12
)
(2
)
(84
)
(50
)
(116
)
100
40
49
(391
)
220
620
10
(2
)
15
28
(3
)
(162
)
34
37
199
$
62
$
34
$
37
See accompanying notes to consolidated financial statements.
60
ANADARKO PETROLEUM CORPORATION
1. Summary of Significant
Accounting Policies
General
Anadarko
Petroleum Corporation is engaged in the exploration,
development, production and marketing of natural gas, crude oil,
condensate and natural gas liquids (NGLs). The Company also
engages in the hard minerals business through non-operated joint
ventures and royalty arrangements in several coal, trona
(natural soda ash) and industrial mineral mines. The terms
Anadarko and Company refer to Anadarko
Petroleum Corporation and its subsidiaries.
Principles of Consolidation and Use of
Estimates
The consolidated
financial statements include the accounts of Anadarko and its
subsidiaries. All significant intercompany transactions have
been eliminated. The Company accounts for investments in
affiliated companies (generally 20% to 50% owned) using the
equity method of accounting. The financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America. Certain amounts for
prior periods have been reclassified to conform to the current
presentation. In preparing financial statements, Management
makes informed judgments and estimates that affect the reported
amounts of assets and liabilities as of the date of the
financial statements and affect the reported amounts of revenues
and expenses during the reporting period. On an ongoing basis,
Management reviews its estimates, including those related to
litigation, environmental liabilities, income taxes and
determination of proved reserves. Changes in facts and
circumstances may result in revised estimates and actual results
may differ from these estimates.
Changes in Accounting
Principles
In 2003, the
Company adopted Statement of Financial Accounting Standards
(SFAS) No. 143, Accounting for Asset Retirement
Obligations, which requires the fair value of a liability
for an asset retirement obligation to be recorded in the period
incurred and a corresponding increase in the carrying amount of
the related long-lived asset. See Note 3.
61
In 2002, the Company discontinued the
amortization of goodwill in accordance with SFAS No. 142,
Goodwill and Other Intangible Assets. See
Note 4.
Properties and
Equipment
The Company uses
the full cost method of accounting for exploration and
development activities as defined by the Securities and Exchange
Commission (SEC). Under this method of accounting, the costs of
unsuccessful, as well as successful, exploration and development
activities are capitalized as properties and equipment. This
includes any internal costs that are directly related to
exploration and development activities but does not include any
costs related to production, general corporate overhead or
similar activities. Effective with the adoption of
SFAS No. 143 in 2003, the carrying amount of oil and
gas properties also includes estimated asset retirement costs
recorded based on the fair value of the asset retirement
obligation when incurred. Gain or loss on the sale or other
disposition of oil and gas properties is not recognized, unless
the gain or loss would significantly alter the relationship
between capitalized costs and proved reserves of oil and natural
gas attributable to a country.
Costs Excluded
Capitalized
Interest
SFAS No. 34,
Capitalization of Interest Cost, provides standards
for the capitalization of interest cost as part of the
historical cost of acquiring assets. Under FIN No. 33,
Applying FASB Statement No. 34 to Oil and Gas
Producing Operations Accounted for by the Full Cost
Method, costs of investments in unproved properties and
major development projects, on which DD&A expense is not
currently taken and on which exploration or development
activities are in progress, qualify for capitalization of
interest. Capitalized interest is calculated by multiplying the
Companys weighted-average interest rate on debt by the
amount of qualifying costs excluded. Capitalized interest cannot
exceed gross interest expense. As costs excluded are transferred
to the DD&A pool, the associated capitalized interest is
also transferred to the DD&A pool.
Ceiling
Test
Under the full cost
method of accounting, a ceiling test is performed each quarter.
The full cost ceiling test is an impairment test prescribed by
SEC Regulation S-X Rule 4-10. The ceiling test
determines a limit, on a country-by-country basis, on the book
value of oil and gas properties. The capitalized costs of proved
oil and gas properties, net of accumulated DD&A, asset
retirement obligations and the related deferred income taxes,
may not exceed the estimated future net cash flows from proved
oil and gas reserves, generally using prices in effect at the
end of the period held flat for the life of production and
including the effect of derivative contracts that qualify as
cash flow hedges, discounted at 10%, net of related tax effects,
plus the cost of unevaluated properties and major development
62
projects excluded from the costs being amortized.
If capitalized costs exceed this limit, the excess is charged to
expense and reflected as additional accumulated DD&A.
Revenues
The
Company recognizes sales revenues based on the amount of gas,
oil, condensate and NGLs sold to purchasers when delivery to the
purchaser has occurred and title has transferred. This occurs
when production has been delivered to a pipeline or a tanker
lifting has occurred. The Company follows the sales method of
accounting for production imbalances. If the Companys
excess sales of production volumes for a well exceed the
estimated remaining recoverable reserves of the well, a
liability is recorded. No receivables are recorded for those
wells on which the Company has taken less than its ownership
share of production.
Derivative
Instruments
Anadarko holds
derivative instruments for its energy marketing and trading
business and to manage foreign currency risk and commodity price
risk associated with its equity oil and gas production and the
firm transportation keep-whole agreement. Anadarko accounts for
its derivative instruments under the provisions of SFAS
No. 133. Under this statement, all derivatives other than
those that meet the normal purchases and sales exception are
carried on the balance sheet at fair value.
63
Inventories
Materials
and supplies and commodity inventories are stated at the lower
of average cost or market.
Goodwill
Goodwill
represents the excess of the purchase price over the estimated
fair value of the assets acquired and liabilities assumed in the
merger with Union Pacific Resources Group Inc.,
subsequently renamed Anadarko Holding Company (Anadarko
Holding), and the acquisition of Berkley Petroleum Corp.
(Berkley). Effective January 2002, the Company assesses the
carrying amount of goodwill by testing the goodwill for
impairment. The impairment test requires allocating goodwill and
all other assets and liabilities to reporting units. The fair
value of each reporting unit is determined and compared to the
book value of the reporting unit. If the fair value of the
reporting unit is less than the book value, including goodwill,
then the goodwill is written down to the implied fair value of
the goodwill through a charge to expense. Goodwill is no longer
amortized effective January 2002.
Legal
Contingencies
The Company
is subject to legal proceedings, claims and liabilities which
arise in the ordinary course of its business. The Company
accrues for losses associated with legal claims when such losses
are probable and can be reasonably estimated. These accruals are
adjusted as further information develops or circumstances
change. See Note 21.
Environmental
Contingencies
The Company
accrues for losses associated with environmental remediation
obligations when such losses are probable and can be reasonably
estimated. Accruals for estimated losses from environmental
remediation obligations generally are recognized no later than
the time of the completion of the remedial feasibility study.
These accruals are adjusted as further information develops or
circumstances change. Costs of future expenditures for
environmental remediation obligations are not discounted to
their present value. Recoveries of environmental remediation
costs from other parties are recorded as assets when their
receipt is deemed probable. See Note 21.
Income
Taxes
The Company files
various United States federal, state and foreign income tax
returns. Deferred federal, state and foreign income taxes are
provided on all significant temporary differences, except for
those essentially permanent in duration, between the financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases.
Cash
Equivalents
The Company
considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Stock-Based
Compensation
Effective
January 2003, the Company accounts for stock-based compensation
under the fair value method. Under the fair value method, the
Company records compensation expense over the vesting period for
the fair value of stock options estimated using the
Black-Scholes option pricing model. Prior to 2003, the Company
accounted for stock-based compensation under the intrinsic value
method. Under the intrinsic value method, the Company recorded
no compensation expense for stock options granted to employees
or directors when the exercise price of options granted was
equal to or above the fair market value of Anadarkos
common stock on the date of grant. See Notes 2 and 11.
Earnings Per
Share
The Companys
basic earnings (loss) per share (EPS) amounts have been computed
based on the average number of shares of common stock
outstanding for the period. Diluted EPS amounts include the
effect of the Companys outstanding stock options and
performance-based stock awards under the treasury stock method
and outstanding put options under the reverse treasury stock
method, if including such equity instruments is dilutive.
Diluted EPS amounts also include the net effect of the
Companys convertible debentures and Zero Yield Puttable
64
Contingent Debt Securities (ZYP-CODES) assuming
the conversions occurred at the beginning of the year or the
date of issuance, if including such potential common shares is
dilutive. See Note 11.
Recent Accounting
Developments
The EITF is
considering two issues related to the reporting of oil and gas
mineral rights. Issue No. 03-O, Whether Mineral
Rights Are Tangible or Intangible Assets, is whether or
not mineral rights are intangible assets pursuant to SFAS
No. 141, Business Combinations. Issue
No. 03-S, Application of SFAS No. 142, Goodwill
and Other Intangible Assets, to Oil and Gas Companies, is,
if oil and gas drilling rights are intangible assets, whether
those assets are subject to the classification and disclosure
provisions of SFAS No. 142.
2. Stock-Based
Compensation
In 2003, the Company voluntarily changed to the
fair value method of accounting for stock-based employee
compensation under SFAS No. 123, Accounting for
Stock-Based Compensation, for all grants and grant
modifications after January 2003 using the prospective method
described in SFAS No. 148. For options granted prior
to 2003, Anadarko applies Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock
Issued to Employees, whereby no compensation expense is
recognized for stock options granted with an exercise price
equal to the market value of Anadarko common stock on the date
of grant.
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The fair value of each option grant was estimated
on the date of grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions:
3. Asset Retirement
Obligations
The majority of Anadarkos asset retirement
obligations relate to the plugging and abandonment of oil and
gas properties. In 2003, the Company adopted
SFAS No. 143, which requires the fair value of a
liability for an asset retirement obligation to be recorded in
the period incurred and a corresponding increase in the carrying
amount of the related long-lived asset. The related cumulative
adjustment to net income was an increase of $74 million
before income taxes or $47 million after income taxes, or
$0.18 per share (diluted). Additionally, the Company
recorded an asset retirement obligation liability of
$278 million and an increase to net properties and
equipment and other assets of $352 million. The Company did
not recalculate historical quarterly full cost ceiling test
calculations in determining the cumulative adjustment to net
income. The application of SFAS No. 143 did not have a
material impact on the Companys DD&A expense, net
income or EPS in 2003. There was no impact on the Companys
cash flow as a result of adopting SFAS No. 143.
Liabilities incurred during 2003 relate primarily
to offshore property acquisitions, exploration and development.
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The following table shows the effect of the
implementation on the Companys net income and EPS as if
SFAS No. 143 had been in effect in prior periods.
4. Goodwill
SFAS No. 142 required discontinuing amortization
of goodwill after 2001 and requires that goodwill be tested for
impairment. The impairment test requires allocating goodwill and
all other assets and liabilities to business levels referred to
as reporting units. The fair value of each reporting unit that
has goodwill is determined and compared to the book value of the
reporting unit. If the fair value of the reporting unit is less
than the book value (including goodwill) then a second test is
performed to determine the amount of the impairment.
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The following table shows the effect of the
elimination of amortization of goodwill on the Companys
net income and net income per share as if SFAS No. 142 had
been in effect in prior periods. Prior to 2000, the Company had
no goodwill or goodwill amortization recorded.
5. Acquisitions
In December 2002, the Company acquired Howell
Corporation (Howell). The common stockholders of Howell received
$20.75 per share and holders of Howells $3.50 convertible
preferred stock received $76.15 per share. The total value of
the acquisition was $258 million, including the assumption
of $53 million of debt.
6. Inventories
The major classes of inventories, which are
included in other current assets, are as follows:
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7. Properties and
Equipment
A summary of the original cost of properties and
equipment by classification follows:
Oil and gas properties include costs of
$2.5 billion and $3.1 billion at December 31,
2003 and 2002, respectively, which were excluded from
capitalized costs being amortized. These amounts represent costs
associated with unproved properties and major development
projects. At December 31, 2003 and 2002, the Companys
investment in countries where proved reserves have not been
established was $76 million and $63 million,
respectively.
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8. Debt
A summary of debt follows:
The Company recorded debt discounts of
$1 million, $11 million and $40 million in 2003,
2002 and 2001, respectively, as a result of debt issuances,
financial restructuring and corporate acquisitions. The
unamortized debt discount of $144 million and
$148 million as of December 31, 2003 and 2002,
respectively, will be amortized over the terms of the debt
issues.
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In April 2001, Anadarko Finance Company, a
wholly-owned finance subsidiary of Anadarko, issued
$1.3 billion in notes to qualified institutional buyers
under Rule 144A and non-U.S. persons under
Regulation S. This issuance was made up of
$400 million of 6 3/4% Notes due 2011 and
$900 million of 7 1/2% Notes due 2031. In
May 2001, Anadarko Finance Company issued an additional
$550 million of 6 3/4% Notes due 2011, bringing the
6 3/4% Notes to an aggregate total of $950 million.
The notes are fully and unconditionally guaranteed by Anadarko.
The net proceeds from the notes were used as part of an exchange
of securities for other Anadarko debt. The intercompany debt
resulting from these transactions is of a long-term investment
nature; therefore, net foreign currency translation gains of
$376 million and $19 million and losses of
$55 million for 2003, 2002 and 2001, respectively, were
recorded as a component of other comprehensive income.
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9. Financial Instruments
The following information provides the carrying
value and estimated fair value of the Companys financial
instruments:
Cash and Cash
Equivalents
The carrying
amount reported on the balance sheet approximates fair value.
Debt
The
fair value of debt at December 31, 2003 and 2002 is the
value the Company would have to pay to retire the debt,
including any premium or discount to the debt holder for the
differential between stated interest rate and year-end market
rate. The fair values are based on quoted market prices and,
where such quotes were not available, on the average rate in
effect at year-end.
Commodity Derivative
Instruments
The Company is
exposed to price risk from changing commodity prices. Management
believes it is prudent to periodically minimize the variability
in cash flows on a portion of its oil and gas production. To
meet this objective, the Company enters into various types of
commodity derivative financial instruments to manage
fluctuations in cash flows resulting from changing commodity
prices. The Company also uses fixed price physical delivery
sales contracts to accomplish this objective. The types of
instruments utilized by the Company include options, futures and
swaps.
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(NYMEX) or the International Petroleum
Exchange and have nominal credit risk. Swap, over-the-counter
traded option and physical delivery agreements expose the
Company to credit risk to the extent the counterparty is unable
to meet its settlement commitment. The Company monitors the
creditworthiness of each counterparty. In addition, the Company
routinely exercises its contractual right to net realized gains
against realized losses in settling with its swap and option
counterparties.
Oil and Gas
Activities
At
December 31, 2003 and 2002, the Company had option
contracts, swap contracts and fixed price physical delivery
contracts in place to hedge a portion of expected future sales
of equity oil and gas production. The fixed price physical
delivery contracts are excluded from derivative accounting
treatment under the normal sale provision. The derivative
financial instruments receive hedge accounting treatment if they
meet certain qualifications and mark-to-market accounting is
applied to those that do not qualify for hedge accounting. The
fair values and the accumulated other comprehensive income
balances applicable to the derivative financial instruments
(excluding the physical delivery sales contracts) are as follows:
The difference between the fair values and the
unrealized gain (loss) before income taxes recognized in
accumulated other comprehensive income is due to premiums,
recognition of unrealized gains and losses on certain
derivatives that did not qualify for hedge accounting, hedge
ineffectiveness and foreign currency hedges. Approximately
$184 million ($116 million after income taxes) of net
losses in the accumulated other comprehensive income balance as
of December 31, 2003 is expected to be reclassified into
gas and oil sales during 2004 as the hedged transactions occur.
During 2003, net unrealized losses of $20 million (before
income taxes) were reclassified from accumulated other
comprehensive income to gas and oil sales for certain cash flow
hedges of expected future years production for which hedge
accounting was discontinued since the expected production was no
longer probable. These hedges have been redesignated as hedges
of other expected future production.
73
Below is a summary of the Companys
financial derivative instruments and physical delivery sales
contracts through 2005 related to its oil and gas activities
(non-trading activities) as of December 31, 2003. The table
below shows the hedged volumes per day and the related
weighted-average prices for volumes hedged. A substantial
portion of these hedges qualify for and receive hedge accounting
treatment. There are no significant cash flow hedges beyond 2005.
MMBtu million British thermal units
MMBtu/d million British thermal units
per day
MBbls/d thousand barrels per day
A two-way collar is a combination of options, a
sold call and purchased put. The purchased put establishes a
minimum price (floor) and the sold call establishes a maximum
price (ceiling) the Company will receive for the volumes under
contract. A three-way collar is a combination of options, a sold
call, a purchased put and a sold put. The purchased put
establishes a minimum price unless the market price falls below
the sold put, at which point the minimum price would be NYMEX
plus the difference between the purchased put and the sold put
strike price. The sold
74
call establishes a maximum price the Company will
receive for the volumes under contract. The fixed price hedges
consist of swaps and physical delivery contracts and establish a
fixed price the Company will receive for the volumes under
contract.
Marketing and Trading
Activities
The fair values
of the Companys marketing and trading derivative financial
instruments as of December 31, 2003 and 2002 are as follows:
Firm Transportation Keep-Whole Agreement
A company Anadarko acquired in 2000
was a party to several long-term firm gas transportation
agreements that supported its gas marketing program within its
gathering, processing and marketing (GPM) business segment,
which was sold in 1999 to Duke. Most of these agreements were
transferred to Duke in the GPM disposition. One agreement was
retained, but is managed and operated by Duke. Anadarko is not
responsible for the operations of the contracts and does not
utilize the associated transportation assets to transport the
Companys natural gas. As part of the GPM disposition,
Anadarko pays Duke if transportation market values fall below
the fixed contract transportation rates, while Duke pays
Anadarko if the transportation market values exceed the contract
transportation rates (keep-whole agreement). This keep-whole
agreement will be in effect until the earlier of each
contracts expiration date or February 2009. The Company
may periodically use derivative instruments to reduce its
exposure under the Duke keep-whole agreement to potential
decreases in future transportation market values. While
derivatives are intended to reduce the Companys exposure
to declines in the market value of firm transportation, they
also limit the potential to benefit from increases in the market
value of firm transportation. Due to decreased liquidity, the
use of derivative instruments to manage this risk is generally
limited to the forward twelve months. Net receipts from Duke for
2003 and 2002 were $12 million and $17 million,
respectively. This keep-whole agreement and any associated
derivative instruments are accounted for on a mark-to-market
basis.
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Anticipated undiscounted and discounted
liabilities for the firm transportation keep-whole agreement at
December 31, 2003 are as follows:
As of December 31, 2003 and 2002, the
Company had no material volumes of natural gas hedges under
derivative financial instruments related to the firm
transportation keep-whole agreement.
Foreign Currency
Risk
Anadarkos
Canadian subsidiaries use the Canadian dollar as their
functional currency. The Companys other international
subsidiaries use the U.S. dollar as their functional
currency. To the extent that business transactions in these
countries are not denominated in the respective countrys
functional currency, the Company is exposed to foreign currency
exchange rate risk. In addition, in these subsidiaries, certain
asset and liability balances are denominated in currencies other
than the subsidiarys functional currency. These asset and
liability balances are remeasured for the preparation of the
subsidiarys financial statements using a combination of
current and historical exchange rates, with any resulting
remeasurement adjustments included in net income during the
period.
10. Preferred Stock
In 1998, Anadarko issued $200 million of
5.46% Series B Cumulative Preferred Stock in the form of
two million Depositary Shares, each Depositary Share
representing 1/10th of a share of the 5.46% Series B
Cumulative Preferred Stock. The preferred stock has no stated
maturity and is not subject to a sinking fund or mandatory
redemption. The shares are not convertible into other securities
of the Company.
76
11. Common Stock and Stock
Options
Following is a schedule of the changes in the
Companys shares of common stock:
In the fourth quarter of 2003, dividends of
14 cents per share were paid to holders of common stock.
For the first, second and third quarters of 2003 and the fourth
quarter of 2002, dividends of 10 cents per share were paid
to holders of common stock. For the first, second and third
quarters of 2002 and the fourth quarter of 2001, dividends of
7.5 cents per share were paid to holders of common stock.
For the first, second and third quarters of 2001, dividends of
5 cents per share were paid to holders of common stock. The
Companys credit agreement allows for a maximum
capitalization ratio of 60% debt, exclusive of the effect of any
noncash writedowns. While there is no specific restriction on
paying dividends, under the maximum debt capitalization ratio
retained earnings were not restricted as to the payment of
dividends at December 31, 2003 and 2002.
77
purchased either in the open market or through
privately negotiated transactions. The repurchase program does
not obligate Anadarko to acquire any specific number of shares
and may be discontinued at any time. During 2003, the Company
acquired treasury stock only as a result of the unsolicited
buyback of shares. In 2002, the Company purchased 1 million
shares of common stock for $50 million. During 2001, the
Company purchased 2.2 million shares of common stock for
$116 million.
78
11. Common Stock and Stock Options
(Continued)
Unexercised stock options are included in the
diluted EPS using the treasury stock method. Information
regarding the Companys stock option plans is summarized
below:
The following table summarizes information about
the Companys stock options outstanding at
December 31, 2003:
In addition, the Plans provide that shares of
common stock may be granted as restricted stock. Generally,
restricted stock is subject to forfeiture restrictions and
cannot be sold, transferred or disposed of during the
restriction period. The holders of the restricted stock have all
the rights of a stockholder of the Company with respect to such
shares, including the right to vote and receive dividends or
other distributions paid with respect to such shares. During
2003, 2002 and 2001, the Company issued 1.1 million,
0.2 million and 0.2 million shares, respectively, of
restricted stock with a weighted-average grant date fair value
of $43.64, $48.88 and $61.26 per share, respectively. In
2003, 2002 and 2001, expense related to restricted stock grants
was $12 million, $13 million and $14 million,
respectively. In 2001, 29,000 shares of unrestricted common
stock with a weighted-average grant date fair value of $65.71
per share, were issued. In 2001, administrative and general
expense of $2 million was recorded related to these shares.
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11. Common Stock and Stock Options
(Continued)
The reconciliation between basic and diluted EPS
is as follows:
For the years ended December 31, 2003, 2002
and 2001, options for 8.4 million, 5.1 million and
1.2 million average shares of common stock, respectively,
were excluded from the diluted EPS calculation because the
options exercise price was greater than the average market
price of common stock for the respective period. For the years
ended December 31, 2002 and 2001, put options for
0.5 million and 1.8 million average shares,
respectively, of common stock were excluded because the put
options exercise price was less than the average market
price of common stock for the period. For the year ended
December 31, 2001, there were 15.9 million potential
common shares related to outstanding stock options, convertible
debentures and ZYP-CODES that were excluded from the computation
of diluted EPS because they had an anti-dilutive effect.
12. Statements of Cash Flows
Supplemental Information
The amounts of cash paid (received) for interest
(net of amounts capitalized) and income taxes are as follows:
13. Transactions with Related
Parties and Major Customers
Anadarko has three Production Sharing Agreements
(PSA) with Sonatrach, the national oil and gas enterprise of
Algeria. Sonatrach has owned the Companys common stock
since 1986 and at year-end 2003 was the registered owner of 4.8%
of Anadarkos outstanding common stock. Each PSA gives
Anadarko the right to explore, develop and produce liquid
hydrocarbons in Algeria, subject to the sharing of production
with Sonatrach.
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the previous discoveries. Under the terms of the
three-phase exploration program, Anadarko and its joint venture
partners will spend a minimum of $55 million and began
drilling exploration wells in 2002.
14. Segment and Geographic
Information
Anadarkos primary business segments are
vertically integrated business units that are principally within
the oil and gas industry. These segments are managed separately
because of their unique technology, marketing and distribution
requirements. The Companys three segments are upstream oil
and gas activities, marketing and trading activities and
minerals activities. The oil and gas exploration and production
segment finds and produces natural gas, crude oil, condensate
and NGLs. The marketing and trading segment is responsible for
gathering, transporting and selling most of Anadarkos
natural gas production as well as volumes of gas, oil and NGLs
purchased from third parties. The minerals segment finds and
produces minerals in several coal, trona (natural soda ash) and
industrial mineral mines. The segment shown as Intercompany
Eliminations and All Other includes other smaller operating
units, corporate activities, financing activities and
intercompany eliminations.
81
The following table illustrates information
related to Anadarkos business segments:
82
The following table shows Anadarkos
revenues (based on the origin of the sales) and net properties
and equipment by geographic area:
83
15. Restructuring Costs
In July 2003, Anadarko announced a cost reduction
plan to reduce overhead costs from the Companys cost
structure. This plan included a reduction in personnel and
corporate expenses and was substantially complete as of
December 31, 2003. The related costs are charged to
restructuring costs in the income statement as specific
liabilities are incurred. The liability balance is included in
accounts payable on the balance sheet.
The following table is a reconciliation of the
beginning and ending restructuring costs liability balances. The
remaining restructuring costs liability at December 31,
2003 is related to one-time employee termination benefits of
$2 million and other costs of $3 million.
16. Other Taxes
Significant taxes other than income taxes are as
follows:
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17. Other (Income)
Expense
Other (income) expense consists of the following:
18. Income Taxes
Income tax expense (benefit), including deferred
amounts, is summarized as follows:
85
Total income taxes were different than the
amounts computed by applying the statutory income tax rate to
income (loss) before income taxes. The sources of these
differences are as follows:
The tax benefit of compensation expense for tax
purposes in excess of amounts recognized for financial
accounting purposes has been credited directly to
stockholders equity. For 2003, 2002 and 2001, the tax
benefit amounted to $1 million, $8 million and
$6 million, respectively.
86
The tax effects of temporary differences that
give rise to significant portions of the deferred tax
liabilities (assets) at December 31, 2003 and 2002 are
as follows:
Approximately $58 million of the net
increase in the valuation allowance during 2003 is attributable
to a change in judgment about the expected realization of an
existing foreign deferred tax asset. The remainder of the
increase is attributable to the establishment of valuation
allowances on deferred tax assets recorded in the current year.
87
19. Commitments
Leases
The
Company has various commitments under noncancelable operating
lease agreements for buildings, facilities, aircraft and
equipment, the majority of which expire at various dates through
2016. The Company also maintains a capital lease for certain
furniture and office walls, which were sold but the liability
was retained. The majority of the operating leases are expected
to be renewed or replaced as they expire. At December 31,
2003, future minimum lease payments and receipts due under
operating and capital leases are as follows:
Total rental expense, net of sublease income,
amounted to $31 million, $42 million and
$43 million in 2003, 2002 and 2001, respectively.
Buildings
During
2003, the Companys two corporate office buildings located
in The Woodlands, Texas, were acquired by a wholly-owned
subsidiary of a major financial institution from the special
purpose entities that had leased the buildings to the Company.
The original leases were amended and restated, and, other than
the extension of the period of the lease, the terms of the
replacement lease between the Company and the real estate
development company were essentially unchanged. The total amount
funded under the new lease was approximately $214 million.
The Company has accounted for this arrangement as an operating
lease.
88
Aircraft
The
table of future minimum lease payments above includes the
Companys lease payment obligations of $7 million
related to an aircraft operating lease financed by a synthetic
lease. This lease includes a residual value guarantee for any
deficiency if the aircraft is sold for less than the sale option
amount (approximately $11 million). In addition, the
Company is entitled to any proceeds from a sale of the aircraft
in excess of the sale option amount. No liability has been
recorded related to this guarantee.
Production
Platform
In 2002, the
Company entered into an agreement under which a floating
production platform for its Marco Polo discovery in Green Canyon
Block 608 of the Gulf of Mexico will be installed. The
other party to the agreement constructed and owns the platform
and production facilities that upon mechanical completion will
be operated by Anadarko. The agreement provides that Anadarko
dedicate its production from Green Canyon Block 608 and
11 other Green Canyon blocks to the production facilities.
The agreement requires a monthly demand charge of slightly over
$2 million for five years and a processing fee based upon
production throughput. Anadarkos commitment to begin
payments for the monthly demand charges is incurred upon
mechanical completion, which is expected in 2004. The table of
future minimum lease payments above includes amounts related to
the monthly demand charge for this agreement. The agreement does
not contain any purchase options, purchase obligations or value
guarantees.
20. Pension Plans, Other
Postretirement Benefits and Employee Savings Plans
Pension Plans and Other Postretirement
Benefits
The Company has
defined benefit pension plans and supplemental pension plans
that are noncontributory pension plans. The Company also has a
foreign pension plan which is a contributory defined benefit
pension plan. The Company also provides certain health care and
life insurance benefits for retired employees. Health care
benefits are funded by contributions from the Company and the
retiree, with the retiree contributions adjusted according to
the provisions of the Companys health care plans. The
Companys retiree life insurance plan is noncontributory.
The Company uses a December 31 measurement date for the
majority of its plans.
89
The following table sets forth the Companys
pension and other postretirement benefits changes in benefit
obligation, fair value of plan assets, funded status and amounts
recognized in the financial statements as of December 31,
2003 and 2002.
The accumulated benefit obligation for all
defined benefit pension plans was $492 million and
$427 million as of December 31, 2003 and 2002,
respectively. The projected benefit obligation, accumulated
benefit obligation and fair value of plan assets for the pension
plans with accumulated benefit obligations in excess of plan
assets were $530 million, $463 million and
$332 million, respectively, as of December 31, 2003,
and $467 million, $404 million and $251 million,
respectively, as of December 31, 2002. The Companys
benefit obligation under the unfunded pension plans are secured
by the Anadarko Petroleum Corporation Executives and Directors
Benefits Trust. See Note 11.
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Part D. Under FASB Staff Position
No. FAS 106-1, Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003, the Company has made a one-time
election to defer accounting for the effect of the Act for the
year ended December 31, 2003. The accumulated projected
benefit obligation and the net periodic benefit cost included in
other benefits do not reflect the effects of the Act on the
Plan. The authoritative guidance on the accounting for the
federal subsidy is pending and, when issued, could require the
Company to change previously reported information.
As a result of the Companys cost reduction
plan, a special termination benefit charge of $3 million
was expensed to restructuring costs in 2003. See Note 15.
As a result of executive retirements, a settlement charge of
$17 million was expensed to administrative and general
expense. The increase (decrease) in the Companys minimum
liability included in other comprehensive income related to the
pension plans was $(29) million, $115 million and
$4 million for 2003, 2002 and 2001, respectively.
Following are the weighted-average assumptions
used by the Company in determining the net periodic pension and
other postretirement benefit cost for 2003 and 2002:
The Company has adopted a balanced, diversified
investment strategy, with the intent of maximizing returns
without exposure to undue risk. Investments are made through
investment managers across several investment categories
(Domestic Large and Small Cap, International, Domestic Fixed
Income, Real Estate and Private Equity), with selective exposure
to Growth/ Value investment styles. Each investment is expected
to perform relative to the appropriate index benchmark for its
category. Target asset allocation percentages by major category
to be implemented
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in 2004 are 65% equity securities, 25% fixed
income, 5% real estate and 5% private equity. Investment
managers have full discretion as to investment decisions
regarding all funds under their management to the extent
permitted within investment guidelines. Certain investments are
prohibited, including short sales, sales on margin, securities
of companies in bankruptcy, investments in financial futures and
commodities and currency exchanges.
There are no direct investments in Anadarko
common stock included in plan assets, however there may be
indirect investments in Anadarko common stock through the
plans mutual fund investments. The expected long-term rate
of return on assets assumption was determined using the year-end
2003 pension investment balances by category and projected
target asset allocations for 2004. The expected return for each
of these categories was determined by using capital market
projections provided by the Companys external pension
consultants, with consideration of actual ten-year performance
statistics for investments in place. The return assumption is
slightly conservative in recognition of the accumulated
unrecognized loss included in net assets of the Companys
pension plans.
For year-end 2003 measurement purposes, a 10%
annual rate of increase in the per capita cost of covered health
care benefits was assumed for 2003. The rate was assumed to
decrease gradually to 5% in 2008 and later years. For year-end
2002 measurement purposes, a 9% annual rate of increase in the
per capita cost of covered health care benefits was assumed for
2002. The rate was assumed to decrease gradually to 5% in 2006
and later years. The assumed health care cost trend rate has a
significant effect on the amounts reported for the health care
plan. A 1% change in the assumed health care cost trend rate
would have the following effects:
Employee Savings
Plan
The Company has an
employee savings plan (ESP), which is a defined contribution
plan. The Company matches a portion of employees
contributions with shares of the Companys common stock.
Participation in the ESP is voluntary and all regular employees
of the Company are eligible to participate. The Company charged
to expense plan contributions of $14 million,
$12 million and $11 million during 2003, 2002 and
2001, respectively. The contributions were funded through the
Employee Stock Ownership Plan (ESOP).
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Employee Stock Ownership
Plan
The ESOP shares, which
are held in trust, were originally purchased with the proceeds
from a 30-year loan from a subsidiary in 1997. These shares were
pledged as collateral for the loan. As loan payments are made,
shares are released from collateral, based on the proportion of
debt service paid. Scheduled principal and interest requirements
are funded with dividends paid on the ESOP shares and with cash
contributions from the Company. Principal or interest
prepayments may be made to ensure that the Companys
minimum matching obligation is met.
21. Contingencies
General
The
Company is a defendant in a number of lawsuits and is involved
in governmental proceedings arising in the ordinary course of
business, including, but not limited to, royalty claims,
contract claims and environmental claims. The Company has also
been named as a defendant in various personal injury claims,
including numerous claims by employees of third-party
contractors alleging exposure to asbestos, silica and benzene
while working at a refinery in Corpus Christi, Texas, which a
company Anadarko acquired by merger in 2000 sold in segments in
1987 and 1989. While the ultimate outcome and impact on the
Company cannot be predicted with certainty, Management believes
that the resolution of these proceedings will not have a
material adverse effect on the consolidated financial position
of the Company, although results of operations and cash flow
could be significantly impacted in the reporting periods in
which such matters are resolved. Discussed below are several
specific proceedings.
Royalty
Litigation
The Company is
subject to various claims from its royalty owners in the regular
course of its business as an oil and gas producer, including
disputes regarding measurement, costs and expenses beyond the
wellhead, and basis valuations. Among such claims, the Company
was named as a defendant in a case styled
U.S. of
America ex rel. Harold E. Wright v. AGIP Company,
et al.
(the Gas Qui Tam case) filed in
September 2000 in the U.S. District Court for the Eastern
District of Texas, Lufkin Division. This lawsuit generally
alleges that the Company and 118 other defendants improperly
measured and otherwise undervalued natural gas in connection
with a payment of royalties on production from federal and
Indian lands. Based on the Companys present understanding
of the various governmental and False Claims Act proceedings
described above, the Company believes that it has substantial
defenses to these claims and intends to vigorously assert such
defenses. However, if the Company is found to have violated the
Civil False Claims Act, the Company could be subject to a
variety of sanctions, including treble damages and substantial
monetary fines. The case was transferred to the U.S. District
Court, Multi-District Litigation (MDL) Docket pending in
Wyoming. All defendants jointly filed a motion to dismiss the
action on jurisdictional grounds based on Mr. Wrights
failure to qualify as the original source of the information
underlying his fraud claims, and the Company filed additional
motions to dismiss on separate grounds. The MDL Panel
remanded the case to the federal court in Lufkin, Texas without
ruling on the motions for dismissal. The proceedings were
delayed for procedural reasons as the case was remanded and a
new judge was appointed; however, the Company now expects to
obtain a hearing on its motions for dismissal in early 2004.
93
$100 million was asserted. The Company
appealed the class certification order. A favorable decision
from the Houston Court of Appeals decertified the class. The
royalty owners did not appeal this matter to the Texas Supreme
Court and the decision from the Houston Court of Appeals became
final in the second quarter of 2002. In the fourth quarter of
2003, the royalty owners filed a new petition alleging that the
class may properly be brought so long as sub-class
groups are broken out. The Company is vigorously contesting this
new petition. The same attorneys who filed the Neinast lawsuit
as a state-wide class action also filed a lawsuit, styled
Hankins, Lowell F., et al. v. Union Pacific
Resources Group Inc., et al.
, in the 112th Judicial
District Court, Crockett County, Texas. The two lawsuits are
substantially identical, except that the Hankins lawsuit is
limited to royalty owners in Crockett and Sutton Counties. The
Texas Supreme Court has reversed certification of this class;
however, as with the Neinast case, the plaintiffs have indicated
that they may seek certification of sub-classes and continue to
prosecute the claims. The Company continues to vigorously defend
itself against the claims.
T-Bar X
Lawsuit
T-Bar
X Limited Company v. Anadarko Petroleum
Corporation
, a case filed in the 82nd
Judicial District Court of Robertson County, Texas, involves a
dispute regarding a confidentiality agreement that Anadarko
executed in August 1999. On January 28, 2004, based upon a
jury verdict, the court entered a $145 million judgment in
favor of the plaintiff as follows: $40 million in actual
damages; $100 million in punitive damages; and,
$5 million in pre-judgment interest. The Company believes
that it has strong arguments for a reversal on appeal. Anadarko
and outside counsel believe that, following appeals, it is not
probable that the judgment will be affirmed. If a judgment is
reversed and remanded for a new trial, Anadarko will vigorously
defend itself on retrial. While the ultimate outcome and impact
of this claim on Anadarko cannot be predicted with certainty,
Anadarko believes that the resolution of these proceedings will
not have a material adverse effect on its consolidated financial
position.
Superfund Operating
Industries, Inc. (Federal)
The former municipal industrial
landfill, located in Monterey Park, California, was operational
between 1948 and 1984. A company Anadarko acquired by merger in
2000 was noticed as a Potentially Responsible Party in
June 1986 for its Wilmington Production Fields and
Wilmington Refinerys contributions. The Company
participated in a settlement with the Environmental Protection
Agency. The Companys share of the settlement was about
$5 million.
CITGO Litigation
CITGO Petroleum Corporations (CITGO) claims arise out of
an Asset Purchase and Contribution Agreement in 1987 whereby a
company Anadarko acquired by merger in 2000 sold a refinery
located in Corpus Christi, Texas to CITGOs predecessor.
After the sale of the refinery, numerous individuals living near
the refinery sued CITGO (the Neighborhood Litigation) thereby
implicating the Asset Purchase and Contribution Agreement
indemnity provision. CITGO and Anadarko eventually entered into
a settlement agreement to allocate, on an interim basis, each
94
partys liability for defense and liability
cost in that and related litigation. That agreement provides
that once the Neighborhood Litigation and certain related claims
are resolved, then the parties will determine their final
indemnity obligations to each other through binding arbitration.
At the present time, Anadarko and CITGO have agreed to defer
arbitrating the allocation of responsibility for this liability
in order to focus their efforts on a global settlement.
Arbitration will resume upon request of either CITGO or
Anadarko. Negotiations and discussions with CITGO continue.
Anadarko has offered to settle all outstanding issues for
approximately $4 million and a liability for this amount
has been accrued.
Kansas Ad Valorem
Tax
The Natural Gas Policy
Act of 1978 allowed a severance, production or
similar tax to be included as an add-on, over and above
the maximum lawful price charged for natural gas. Based on the
Federal Energy Regulatory Commission (FERC) ruling that the
Kansas ad valorem tax was such a tax, the Company collected the
Kansas ad valorem tax. FERCs ruling regarding the ability
of producers to collect the Kansas ad valorem tax was appealed
to the United States Court of Appeals for the District of
Columbia Circuit (D.C. Circuit). Ultimately, the D.C. Circuit
issued a decision on August 2, 1996 ruling that producers
must refund all Kansas ad valorem taxes collected relating to
production since October 1983. The Company filed a petition
for writ of certiorari with the Supreme Court. That petition was
denied on May 12, 1997.
Other
The
Company is subject to other legal proceedings, claims and
liabilities which arise in the ordinary course of its business.
In the opinion of the Company, the liability with respect to
these actions will not have a material effect on the Company.
Lease
Agreement
The Company,
through one of its affiliates, is a party to a lease agreement
(base lease) for the leveraged lease financing of the Corpus
Christi West Plant Refinery (West Plant). The initial term of
the lease expired December 31, 2003, but Anadarko has
renewal options extending through January 31, 2011. At the
conclusion of the initial term of the base lease or any renewal
period, the Company has the right to purchase the West Plant at
the fair market sales value. On January 31, 2011, the
Company has the right to purchase the West Plant at a fair
market sales value computed using a specified formula, which the
Company believes will result in a nominal price. The West Plant
has been subleased to CITGO with sublease payments during the
initial term equal to the Companys base lease payments and
during any renewal period equal to the lesser of the base lease
rental, which will be tied to the annual fair market rental
value or a specified maximum amount. Additionally, CITGO has the
option under the sublease to purchase the West Plant from the
Company at the conclusion of the initial term or any renewal
term at the fair market sales value, or on January 31, 2011
at a nominal price. If the fair market rental value of the base
lease during any renewal term exceeds CITGOs maximum
obligation under the sublease, or if CITGO purchases the West
Plant on January 31, 2011 and the fair market sales value
of the West Plant is greater than the purchase amount specified
in the sublease, the Company will be obligated to pay the excess
amounts. The fair market rental value of the West Plant for the
renewal term is currently being determined by the appraisal
process as specified in the lease agreement. In order to resolve
certain issues raised by the appraisers, the parties entered
into an arbitration agreement. Through the arbitration process,
issues of contractual interpretation will be clarified to allow
the appraisers to complete their value determination. As of
December 31, 2003, Anadarko had not recorded a liability
for any loss relating to the lease renewals.
Guarantees
Anadarko
is guarantor for certain obligations of its wholly-owned and
consolidated subsidiaries, which are included in the
consolidated financial statements and notes. The Company has
also made residual value guarantees
95
in connection with aircraft operating leases for
any deficiency if the aircraft are sold for less than the
maximum lessee risk amount of approximately $15 million. No
liability has been recorded related to these guarantees.
96
ANADARKO PETROLEUM CORPORATION
Oil and Gas Exploration and Production
Activities
The following is historical revenue and cost
information relating to the Companys oil and gas
activities.
Costs Excluded
Excluded from amounts subject to amortization as
of December 31, 2003 and 2002 are $2.5 billion and
$3.1 billion, respectively, of costs associated with
unproved properties and major development projects. The majority
of the evaluation activities are expected to be completed within
five to ten years.
Costs Excluded by Year Incurred
Costs Excluded by Country
Changes in Costs Excluded by Country
97
Capitalized Costs Related to Oil and Gas
Producing Activities
98
Costs Incurred in Oil and Gas Producing
Activities
99
Costs Incurred in Oil and Gas Producing
Activities (Continued)
100
Results of Operations for Producing
Activities
The following schedule includes only the revenues
from the production and sale of gas, oil, condensate and NGLs.
Results of operations from gas, oil and NGLs marketing and gas
gathering are excluded. The income tax expense is calculated by
applying the current statutory tax rates to the revenues after
deducting costs, which include DD&A allowances, after giving
effect to permanent differences. The results of operations
exclude general office overhead and interest expense
attributable to oil and gas activities.
101
Results of Operations for Producing Activities
(Continued)
102
Results of Operations for Producing Activities
(Continued)
103
Oil and Gas Reserves
The following table shows internal estimates
prepared by the Companys engineers of proved reserves,
proved developed reserves and proved undeveloped reserves
(PUDs), net of royalty interests, of natural gas, crude oil,
condensate and NGLs owned at year-end and changes in proved
reserves during the last three years. Volumes for natural gas
are in billions of cubic feet (Bcf) at a pressure base of 14.73
pounds per square inch and volumes for oil, condensate and NGLs
are in millions of barrels (MMBbls). Total volumes are in
millions of barrels of oil equivalent (MMBOE). For this
computation, one barrel is the equivalent of six thousand cubic
feet of gas. NGLs are included with oil and condensate reserves
and the associated shrinkage has been deducted from the gas
reserves.
104
Oil and Gas Reserves (Continued)
The following table presents the Companys
PUDs vintage, geographic location and percentage of total proved
reserves as of December 31, 2003:
The following table compares the
December 31, 2003 PUDs to the December 31, 2002 PUDs by
year added. It illustrates the Companys effectiveness in
converting PUDs to developed reserves.
105
Oil and Gas Reserves (Continued)
106
ANADARKO PETROLEUM CORPORATION
Oil and Gas Reserves (Continued)
107
ANADARKO PETROLEUM CORPORATION
Discounted Future Net Cash Flows
Estimates of future net cash flows from proved
reserves of gas, oil, condensate and NGLs were made in
accordance with SFAS No. 69, Disclosures about Oil
and Gas Producing Activities. The amounts were prepared by
the Companys engineers and are shown in the following
table. The estimates are based on prices at year-end. Gas, oil,
condensate and NGLs prices are escalated only for fixed and
determinable amounts under provisions in some contracts.
Estimated future cash inflows are reduced by estimated future
development, production, abandonment and dismantlement costs
based on year-end cost levels, assuming continuation of existing
economic conditions, and by estimated future income tax expense.
Income tax expense, both U.S. and foreign, is calculated by
applying the existing statutory tax rates, including any known
future changes, to the pretax net cash flows giving effect to
any permanent differences and reduced by the applicable tax
basis. The effect of tax credits is considered in determining
the income tax expense.
108
Standardized Measure of Discounted Future Net
Cash Flows Relating to Proved Oil and Gas Reserves
109
Standardized Measure of Discounted Future Net
Cash Flows Relating to Proved Oil and Gas Reserves
(Continued)
Expected
future development costs over the next three years to develop
PUDs as of December 31, 2003 are as follows:
110
Changes in Standardized Measure of Discounted
Future Net Cash Flows
111
112
ANADARKO PETROLEUM CORPORATION
Quarterly Financial Data
The following table shows summary quarterly
financial data for 2003 and 2002. Certain amounts for prior
periods have been reclassified to conform to the current
presentation. See Note 1.
113
2003
2002
2001
millions except per share amounts
$
1,287
$
825
$
(188
)
12
9
10
(30
)
(32
)
(52
)
$
1,269
$
802
$
(230
)
$
5.16
$
3.32
$
(0.75
)
$
5.09
$
3.23
$
(0.92
)
$
5.09
$
3.21
$
(0.75
)
$
5.02
$
3.13
$
(0.92
)
2003
2002
2001
5.3
5.3
4.1
3.3
%
3.7
%
4.5
%
0.6
%
0.5
%
0.5
%
40.4
%
41.7
%
43.8
%
millions
$
278
149
(23
)
20
37
16
$
477
Years Ended December 31
2002
2001
2000
1999
millions except per share amounts
$
825
$
(188
)
$
796
$
32
$
3.32
$
(0.75
)
$
4.32
$
0.25
$
3.21
$
(0.75
)
$
4.16
$
0.25
$
826
$
(183
)
$
795
$
33
$
3.32
$
(0.73
)
$
4.32
$
0.26
$
3.21
$
(0.73
)
$
4.15
$
0.26
$
251
$
208
$
48
$
44
$
278
$
251
$
208
$
48
2001
2000
millions except per share amounts
$
(188
)
$
796
73
31
$
(115
)
$
827
$
(0.75
)
$
4.32
0.29
0.17
$
(0.46
)
$
4.49
$
(0.75
)
$
4.16
0.29
0.16
$
(0.46
)
$
4.32
2003
2002
millions
$
77
$
75
29
16
19
15
$
125
$
106
2003
2002
millions
$
24,272
$
20,467
1,211
1,211
341
310
543
607
$
26,367
$
22,595
2003
2002
Principal
Carrying Value
Principal
Carrying Value
millions
$
$
$
44
$
44
181
181
1
1
7
7
73
73
83
83
170
168
170
166
88
88
88
87
174
171
174
171
650
648
650
647
350
349
116
111
116
111
11
11
11
11
85
83
85
83
950
910
950
912
400
395
400
395
300
298
300
297
114
105
114
105
380
380
30
30
30
30
112
106
112
106
54
54
54
54
17
17
17
17
235
213
235
212
135
135
135
135
117
117
117
117
900
861
900
862
61
61
61
61
83
77
83
75
49
49
49
49
$
5,202
5,058
$
5,619
5,471
300
$
5,058
$
5,171
*
The average rates in effect at December 31,
2002 were 1.57% for Notes Payable, Banks and 1.88% for
Commercial Paper.
millions
$
200
262
650
477
Carrying
Amount
Fair Value
millions
$
62
$
62
5,058
5,760
keep-whole agreement)
77
77
(358
)
(358
)
$
34
$
34
5,471
6,252
keep-whole agreement)
85
85
(288
)
(288
)
(8
)
(8
)
2003
2002
millions
$
(232
)
$
(115
)
(10
)
(39
)
$
(242
)
$
(154
)
$
(193
)
$
(128
)
$
(122
)
$
(81
)
2004
2005
Natural Gas
319
19
$
2.87
$
2.20
$
3.94
$
3.00
$
5.52
$
4.83
44
26
$
4.29
$
3.76
$
6.43
$
5.65
259
33
$
3.86
$
3.46
622
78
197
53
$
(0.13
)
$
(0.22
)
2004
2005
Crude Oil
38
$
20.13
$
$
24.61
$
$
30.00
$
3
2
$
22.00
$
22.00
$
26.32
$
26.32
26
$
27.22
$
67
2
2003
2002
millions
$
33
$
24
4
$
37
$
24
Undiscounted
Discounted
millions
$
27
$
27
20
18
19
15
14
10
9
5
1
1
$
90
$
76
2003
2002
2001
millions
255
254
253
2
1
1
1
258
255
254
3
2
1
2
3
3
2
1
1
1
1
2
1
1
2
2
2
2
2
2
251
249
249
2003
2002
2001
Weighted-
Weighted-
Weighted-
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
option shares in millions
15.3
$
42.68
14.6
$
42.49
14.4
$
41.28
1.0
$
43.31
1.4
$
41.43
1.0
$
58.12
(2.1
)
$
35.82
(0.6
)
$
32.53
(0.6
)
$
32.93
(1.6
)
$
47.55
(0.1
)
$
53.35
(0.2
)
$
59.72
12.6
$
43.28
15.3
$
42.68
14.6
$
42.49
9.5
$
42.82
11.1
$
40.93
7.9
$
36.26
2.1
2.5
3.6
$
17.83
$
24.23
$
22.71
Options Outstanding
Options Exercisable
Weighted-
Options
Average
Weighted-
Options
Weighted-
Range of
Outstanding
Remaining
Average
Exercisable
Average
Exercise
at Year
Contractual
Exercise
at Year
Exercise
Prices
End
Life (Years)
Price
End
Price
options in millions
2.7
2.9
$
27.47
2.6
$
29.13
3.0
5.6
$
41.21
1.5
$
38.35
5.6
3.3
$
48.53
4.4
$
48.53
1.3
3.8
$
58.72
1.0
$
59.33
12.6
3.8
$
43.28
9.5
$
42.82
For the Year Ended
For the Year Ended
For the Year Ended
December 31, 2003
December 31, 2002
December 31, 2001
Per Share
Per Share
Per Share
Income
Shares
Amount
Income
Shares
Amount
Loss
Shares
Amount
millions except per share amounts
$
1,240
250
$
4.97
$
825
248
$
3.32
$
(183
)
250
$
(0.73
)
3
2
9
10
1
2
$
1,243
253
$
4.91
$
834
260
$
3.21
$
(183
)
250
$
(0.73
)
2003
2002
2001
millions
$
262
$
175
$
96
$
90
$
(62
)
$
169
Intercompany
Oil and Gas
Marketing
Eliminations
Exploration
and
and All
and Production
Trading
Minerals
Other
Total
millions
$
2,977
$
142
$
29
$
1,974
$
5,122
1,958
12
(1,970
)
4,935
154
29
4
5,122
1,223
18
3
53
1,297
103
103
15
25
40
1,087
114
2
271
1,474
2,428
132
5
349
2,914
(9
)
243
234
$
2,507
$
31
$
24
$
(588
)
$
1,974
$
15,560
$
253
$
1,199
$
384
$
17,396
$
2,719
$
33
$
$
40
$
2,792
$
1,389
$
$
$
$
1,389
$
2,428
$
126
$
41
$
1,250
$
3,845
1,236
9
(1,245
)
3,664
135
41
5
3,845
1,056
19
3
43
1,121
39
39
907
116
2
250
1,275
2,002
135
5
293
2,435
(35
)
238
203
$
1,662
$
35
$
36
$
(526
)
$
1,207
$
13,204
$
237
$
1,202
$
455
$
15,098
$
2,310
$
13
$
$
65
$
2,388
$
1,434
$
$
$
$
1,434
Intercompany
Oil and Gas
Marketing
Eliminations
Exploration
and
and All
and Production
Trading
Minerals
Other
Total
millions
$
3,172
$
125
$
57
$
1,364
$
4,718
1,371
17
(1,388
)
4,543
142
57
(24
)
4,718
1,110
12
4
28
1,154
2,546
2,546
950
115
4
312
1,381
4,606
127
8
340
5,081
(91
)
118
27
$
(63
)
$
106
$
49
$
(482
)
$
(390
)
$
11,765
$
253
$
1,206
$
413
$
13,637
$
3,072
$
66
$
$
178
$
3,316
$
1,430
$
$
$
$
1,430
2003
2002
2001
millions
$
3,531
$
2,463
$
3,537
866
649
794
541
574
195
184
159
192
$
5,122
$
3,845
$
4,718
2003
2002
millions
$
12,734
$
11,258
2,924
2,096
909
898
829
846
$
17,396
$
15,098
Total
Expected
Costs
2003
millions
$
29
$
29
3
3
9
8
$
41
$
40
$
25
$
25
16
15
$
41
$
40
millions
$
40
(35
)
$
5
2003
2002
2001
millions
$
154
$
99
$
139
116
91
85
24
24
23
$
294
$
214
$
247
2003
2002
2001
millions
$
(19
)
$
1
$
29
(9
)
(35
)
(91
)
9
18
(18
)
7
11
14
(7
)
5
1
$
(19
)
$
$
(65
)
*
The years ended December 31, 2003, 2002 and
2001, exclude $(8) million, $35 million and
$6 million, respectively, in transaction gains (losses)
related primarily to remeasurement of the Venezuelan deferred
tax liability. These amounts are included in income tax expense.
2003
2002
2001
millions
$
66
$
(8
)
$
32
4
9
5
147
178
50
217
179
87
380
194
(38
)
28
10
(5
)
104
(7
)
(258
)
512
197
(301
)
$
729
$
376
$
(214
)
2003
2002
2001
millions
$
1,359
$
706
$
67
615
501
(457
)
$
1,974
$
1,207
$
(390
)
35
%
35
%
35
%
$
691
$
423
$
(137
)
21
12
(17
)
(15
)
(22
)
63
(42
)
(51
)
22
(46
)
(5
)
(31
)
17
3
5
$
729
$
376
$
(214
)
37
%
31
%
55
%
2003
2002
millions
$
3,573
$
2,942
419
423
725
792
4,717
4,157
(231
)
(102
)
(151
)
(146
)
(298
)
(378
)
(680
)
(626
)
215
102
(465
)
(524
)
$
4,252
$
3,633
Domestic
Foreign
Domestic
Foreign
Expiration
Expiration
millions
$
151
$
Unlimited
$
4
$
3
2023
2004-2005
$
10
$
351
2018-2019
2004-Unlimited
$
10
$
2018-2019
$
1,471
$
2004-2020
$
23
$
21
2006
Unlimited
$
26
$
2005-2008
Operating
Capital
Operating
Sublease
Leases
Leases
Income
millions
$
6
$
57
$
(7
)
1
60
(5
)
60
(5
)
60
(5
)
58
(5
)
103
(16
)
7
$
398
$
(43
)
7
6
$
1
20.
Pension Plans, Other Postretirement Benefits
and Employee Savings Plans (Continued)
Pension Benefits
Other Benefits
2003
2002
2003
2002
millions
$
489
$
417
$
131
$
123
22
14
7
5
34
29
9
8
21
(6
)
(7
)
3
26
61
29
8
8
(44
)
(32
)
(9
)
(6
)
$
559
$
489
$
161
$
131
$
286
$
338
$
$
58
(26
)
66
6
9
6
9
(44
)
(32
)
(9
)
(6
)
$
375
$
286
$
$
$
(184
)
$
(203
)
$
(161
)
$
(131
)
174
195
58
31
8
8
8
(1
)
$
(2
)
$
(1
)
$
(103
)
$
(92
)
$
21
$
24
$
$
(123
)
(155
)
(103
)
(92
)
10
11
90
119
$
(2
)
$
(1
)
$
(103
)
$
(92
)
20.
Pension Plans, Other Postretirement Benefits
and Employee Savings Plans (Continued)
Pension Benefits
Other Benefits
2003
2002
2001
2003
2002
2001
millions
$
22
$
14
$
11
$
7
$
5
$
3
34
29
27
9
8
6
(30
)
(31
)
(28
)
17
3
14
4
1
2
1
(1
)
$
60
$
16
$
11
$
18
$
14
$
8
Pension
Other
Benefits
Benefits
2003
2002
2003
2002
percent
6.25
%
6.75
%
6.25
%
6.75
%
5.0
%
5.0
%
5.0
%
5.0
%
Pension
Other
Benefits
Benefits
2003
2002
2003
2002
percent
6.75
%
7.25
%
6.75
%
7.25
%
8.0
%
9.0
%
n/a
n/a
5.0
%
5.0
%
5.0
%
5.0
%
20.
Pension Plans, Other Postretirement Benefits
and Employee Savings Plans (Continued)
2003
2002
percent
69
%
55
%
27
43
4
2
100
%
100
%
Pension Benefits
Other Benefits
millions
$
62
$
9
45
8
49
9
53
10
53
10
293
66
1% Increase
1% Decrease
millions
$
3
$
(3
)
$
19
$
(16
)
20.
Pension Plans, Other Postretirement Benefits
and Employee Savings Plans (Continued)
Year Costs Incurred
Excluded
Costs at
Prior
Dec. 31,
Years
2001
2002
2003
2003
millions
$
1,013
$
59
$
159
$
137
$
1,368
347
217
115
209
888
41
84
54
89
268
$
1,401
$
360
$
328
$
435
$
2,524
Other
U.S.
Canada
Algeria
International
Total
millions
$
1,288
$
80
$
$
$
1,368
521
228
9
130
888
221
35
12
268
$
2,030
$
343
$
9
$
142
$
2,524
Other
U.S.
Canada
Algeria
International
Total
millions
$
2,760
$
592
$
$
221
$
3,573
899
74
11
66
1,050
(1,279
)
(160
)
(102
)
(1,541
)
3
3
2,380
509
11
185
3,085
487
60
57
604
(837
)
(329
)
(2
)
(100
)
(1,268
)
103
103
$
2,030
$
343
$
9
$
142
$
2,524
2003
2002
millions
$
2,030
$
2,380
15,213
12,639
17,243
15,019
6,309
5,621
10,934
9,398
343
509
4,401
2,870
4,744
3,379
1,846
1,309
2,898
2,070
9
11
1,136
1,052
1,145
1,063
246
173
899
890
142
185
998
821
1,140
1,006
311
160
829
846
2,524
3,085
21,748
17,382
24,272
20,467
8,712
7,263
$
15,560
$
13,204
2003
2002
2001
millions
$
100
$
341
$
156
203
248
31
454
654
840
1,251
715
1,196
2,008
1,958
2,223
164
(15
)
2,157
1,958
2,223
24
25
309
3
835
176
138
223
297
237
233
497
403
1,600
15
(5
)
507
403
1,600
17
15
2
61
140
179
78
155
181
1
79
155
181
11
30
26
67
66
54
65
70
108
136
136
199
298
7
$
143
$
199
$
298
2003
2002
2001
millions
$
124
$
377
$
495
203
277
933
713
861
1,130
1,679
1,200
1,744
2,719
2,715
4,302
187
(20
)
$
2,886
$
2,715
$
4,302
(1)
Development costs for 2003 include costs related
to December 31, 2002 proved undeveloped reserves of
$507 million for the United States, $92 million
for Canada, $35 million for Algeria and $25 million
for Other International, which total $659 million.
Development costs for 2002 include costs related to
December 31, 2001 proved undeveloped reserves of
$336 million for the United States, $65 million for
Canada, $87 million for Algeria and $70 million for
Other International, which total $558 million.
(2)
The 2003 total costs incurred include asset
retirement costs and exclude actual asset retirement
expenditures in accordance with the Financial Accounting
Standards Board staff memorandum issued January 21, 2004.
The 2003 total costs incurred exclude the initial asset
retirement costs of $352 million as of January 1,
2003. Finding and development costs are consistent with prior
years costs incurred.
2003
2002
2001
millions
$
2,053
$
1,570
$
2,237
1,392
804
1,212
3,445
2,374
3,449
349
312
303
126
107
153
16
14
14
247
172
201
738
605
671
827
710
792
1,701
15
1,865
1,059
285
647
365
81
$
1,218
$
694
$
204
$
6.15
$
5.46
$
5.54
$
828
$
629
$
760
30
12
23
858
641
783
163
156
158
22
19
15
39
31
16
18
18
14
242
224
203
259
215
225
808
357
202
(453
)
147
86
(193
)
$
210
$
116
$
(260
)
$
8.58
$
6.09
$
6.62
2003
2002
2001
millions
$
171
$
182
$
59
370
392
136
541
574
195
22
14
9
18
17
6
8
10
6
48
41
21
70
69
24
423
464
150
161
176
54
$
262
$
288
$
96
$
3.68
$
2.93
$
3.00
$
124
$
131
$
193
60
28
184
159
193
62
60
49
8
5
5
6
2
3
17
69
68
80
67
62
69
103
39
37
(55
)
(10
)
7
(22
)
(4
)
3
$
(33
)
$
(6
)
$
4
$
8.44
$
7.75
$
5.31
2003
2002
2001
millions
$
3,176
$
2,512
$
3,249
1,852
1,236
1,371
5,028
3,748
4,620
596
542
519
166
143
182
68
60
42
267
193
232
1,097
938
975
1,223
1,056
1,110
103
39
2,546
15
2,590
1,715
(11
)
933
623
(55
)
$
1,657
$
1,092
$
44
$
6.38
$
5.36
$
5.61
Percentage
Other
of Total
U.S.
Canada
Algeria
Intl
Total
Proved Reserves
MMBOE
268
23
27
10
328
13
%
63
24
13
100
4
%
92
16
36
40
184
7
%
10
9
20
19
58
2
%
4
7
11
1
%
29
76
105
4
%
466
72
179
69
786
31
%
1,704
314
361
134
2,513
27
%
23
%
50
%
51
%
31
%
2003
2002
% Reduction
MMBOE
328
n/a
100
154
35%
184
340
46%
58
78
26%
11
13
15%
105
175
40%
786
760
Natural Gas
Oil, Condensate and NGLs
(Bcf)
(MMBbls)
Other
Other
U.S.
Canada
Intl
Total
U.S.
Canada
Algeria
Intl
Total
5,219
847
27
6,093
458
79
364
145
1,046
(172
)
(17
)
(189
)
(23
)
(3
)
(12
)
15
(23
)
1,186
171
1,357
91
8
44
30
173
(9
)
2
(7
)
(5
)
9
4
2
407
146
555
1
30
33
64
(5
)
(48
)
(26
)
(79
)
(1
)
(1
)
(45
)
(47
)
(573
)
(121
)
(1
)
(695
)
(48
)
(14
)
(9
)
(14
)
(85
)
5,648
1,241
146
7,035
473
108
387
164
1,132
78
(42
)
(2
)
34
33
(15
)
5
(52
)
(29
)
445
303
748
51
8
3
62
(6
)
(6
)
8
8
86
1
87
60
13
73
(53
)
(25
)
(78
)
(2
)
(24
)
(26
)
(505
)
(135
)
(640
)
(45
)
(13
)
(23
)
(8
)
(89
)
5,693
1,343
144
7,180
578
64
372
117
1,131
(197
)
57
(140
)
14
2
3
19
982
221
1,203
55
4
5
64
18
2
20
72
2
74
115
48
163
27
27
(21
)
(38
)
(59
)
(4
)
(4
)
(503
)
(140
)
(643
)
(51
)
(7
)
(19
)
(8
)
(85
)
6,087
1,493
144
7,724
691
65
361
109
1,226
4,424
720
16
5,160
355
59
98
85
597
4,247
1,028
5,275
321
79
154
72
626
4,299
995
5,294
377
46
191
72
686
4,725
1,164
5,889
451
48
182
65
746
795
127
11
933
103
20
266
60
449
1,401
213
146
1,760
152
29
233
92
506
1,394
348
144
1,886
201
18
181
45
445
1,362
329
144
1,835
240
17
179
44
480
Total
(MMBOE)
Other
U.S.
Canada
Algeria
Intl
Total
1,327
220
364
150
2,061
(52
)
(6
)
(12
)
15
(55
)
290
36
44
30
400
(6
)
9
3
1
99
57
157
(1
)
(9
)
(50
)
(60
)
(144
)
(34
)
(9
)
(14
)
(201
)
1,415
315
387
188
2,305
46
(23
)
5
(51
)
(23
)
124
59
3
186
8
8
74
13
87
(11
)
(28
)
(39
)
(130
)
(35
)
(23
)
(8
)
(196
)
1,526
288
372
142
2,328
(19
)
11
3
(5
)
219
41
5
265
75
2
77
46
8
54
(8
)
(6
)
(14
)
(135
)
(30
)
(19
)
(8
)
(192
)
1,704
314
361
134
2,513
1,092
179
98
88
1,457
1,029
250
154
72
1,505
1,093
212
191
72
1,568
1,238
242
182
65
1,727
235
41
266
62
604
386
65
233
116
800
433
76
181
70
760
466
72
179
69
786
2003
2002
2001
millions
$
51,346
$
36,536
$
19,890
11,529
8,989
6,072
2,796
2,142
1,759
37,021
25,405
12,059
18,258
12,695
5,805
18,763
12,710
6,254
6,267
4,113
1,764
12,496
8,597
4,490
9,602
6,609
4,325
2,548
1,478
1,165
637
516
425
6,417
4,615
2,735
3,126
2,048
1,030
3,291
2,567
1,705
753
821
465
2,538
1,746
1,240
11,092
11,597
7,466
1,052
1,209
1,113
596
478
313
9,444
9,910
6,040
4,735
5,127
3,089
4,709
4,783
2,951
1,718
1,747
1,109
$
2,991
$
3,036
$
1,842
2003
2002
2001
millions
$
2,680
$
2,933
$
2,242
648
709
537
370
432
512
1,662
1,792
1,193
638
747
562
1,024
1,045
631
266
314
172
758
731
459
74,720
57,675
33,923
15,777
12,385
8,887
4,399
3,568
3,009
54,544
41,722
22,027
26,757
20,617
10,486
27,787
21,105
11,541
9,004
6,995
3,510
$
18,783
$
14,110
$
8,031
2004
2005
2006
millions
$
1,016
$
502
$
217
151
176
114
31
70
203
37
85
36
$
1,235
$
833
$
570
2003
2002
2001
millions
$
8,597
$
4,490
$
16,213
(2,707
)
(1,769
)
(2,778
)
3,492
5,935
(19,309
)
288
(206
)
183
4,053
999
624
524
331
337
(616
)
441
(453
)
501
532
17
(44
)
(82
)
(5
)
1,271
625
2,476
(2,154
)
(2,349
)
6,782
(709
)
(350
)
403
12,496
8,597
4,490
1,746
1,240
2,425
(616
)
(417
)
(580
)
320
774
(3,319
)
(32
)
(70
)
2
321
541
279
152
157
101
136
(259
)
(38
)
64
3
593
(50
)
(96
)
(56
)
257
171
431
68
(356
)
1,415
172
58
(13
)
2,538
1,746
1,240
3,036
1,842
2,076
(493
)
(533
)
(174
)
32
2,316
(554
)
(139
)
(314
)
59
85
56
60
122
164
20
478
295
318
29
(638
)
(1
)
(91
)
(139
)
(43
)
$
2,991
$
3,036
$
1,842
2003
2002
2001
millions
$
731
$
459
$
691
(115
)
(91
)
(113
)
(59
)
757
(402
)
(5
)
1
32
109
64
88
87
19
(520
)
75
117
188
(199
)
105
64
90
48
(142
)
32
(30
)
(2
)
(131
)
758
731
459
14,110
8,031
21,405
(3,931
)
(2,810
)
(3,645
)
3,785
9,782
(23,584
)
112
(589
)
217
4,433
1,625
1,068
800
698
689
(441
)
(338
)
(416
)
565
652
798
(94
)
(178
)
(260
)
2,111
1,155
3,315
(2,009
)
(3,485
)
8,228
(658
)
(433
)
216
$
18,783
$
14,110
$
8,031
First
Second
Third
Fourth
millions except per share amounts
Quarter
Quarter
Quarter
Quarter
$
1,255
$
1,249
$
1,340
$
1,278
621
552
540
495
$
372
$
302
$
276
$
295
$
371
$
301
$
274
$
294
$
418
$
301
$
274
$
294
$
1.49
$
1.21
$
1.09
$
1.18
$
1.45
$
1.20
$
1.09
$
1.17
$
1.68
$
1.21
$
1.09
$
1.18
$
1.63
$
1.20
$
1.09
$
1.17
249
250
250
250
258
252
251
252
$
790
$
1,002
$
938
$
1,115
204
364
350
492
$
89
$
241
$
190
$
311
$
88
$
239
$
189
$
309
$
88
$
239
$
189
$
309
$
0.35
$
0.96
$
0.76
$
1.25
$
0.34
$
0.93
$
0.74
$
1.21
$
0.35
$
0.96
$
0.76
$
1.25
$
0.34
$
0.93
$
0.74
$
1.21
248
248
249
249
263
259
258
258
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 9a. | Controls and Procedures |
Anadarkos Chief Executive Officer and Chief Financial Officer (Certifying Officers) performed an evaluation of the Companys disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the issuers management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
PART III
Item 10. | Directors and Executive Officers of the Registrant |
See Anadarko Board of Directors, Committees of the Board and Section 16(a) Beneficial Ownership Reporting Compliance in the Anadarko Petroleum Corporation Proxy Statement (Proxy Statement), for the Annual Meeting of Stockholders of Anadarko Petroleum Corporation to be held May 6, 2004 (to be filed with the Securities and Exchange Commission prior to April 29, 2004) which is incorporated herein by reference.
See list of Executive Officers of the Registrant appearing under Item 4 of this Form 10-K.
The Companys Code of Business Conduct and Ethics and the Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (Code of Ethics) can be found on the Companys internet website located at www.anadarko.com. If the Company amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, the Company intends to disclose the information on its internet website. This information will remain on the website for at least 12 months.
Item 11. | Executive Compensation |
See Board of Directors and Executive Compensation in the Proxy Statement, which is incorporated herein by reference.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
See Stock Ownership in the Proxy Statement, which is incorporated herein by reference.
See Equity Compensation Plan Table appearing under Item 5 of this Form 10-K.
Item 13. | Certain Relationships and Related Transactions |
See Board of Directors and Transactions with Management in the Proxy Statement, which is incorporated herein by reference.
Item 14. | Principal Accountant Fees and Services |
See Audit Committee Report in the Proxy Statement, which is incorporated herein by reference.
114
PART IV
Item 15. Exhibits and Reports on Form 8-K
(a) The following documents are filed as a part of this report or incorporated by reference:
(1) | The consolidated financial statements of Anadarko Petroleum Corporation are listed on the Index to this report, page 53. | |
(2) | Exhibits not incorporated by reference to a prior filing are designated by an asterisk (*) and are filed herewith; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. |
Exhibit | Originally Filed | File | ||||||||
Number | Description | as Exhibit | Number | |||||||
|
|
|
|
|||||||
2(a)
|
Agreement and Plan of Merger dated as of April 2, 2000, among Anadarko, Subcorp and Anadarko Holding Company | 2.1 to Form 8-K dated April 2, 2000 | 1-8968 | |||||||
3(a)
|
Restated Certificate of Incorporation of Anadarko Petroleum Corporation, dated August 28, 1986 | 4(a) to Form S-3 dated May 9, 2001 | 333-60496 | |||||||
*(b)
|
By-laws of Anadarko Petroleum Corporation,
as amended |
|||||||||
(c)
|
Certificate of Amendment of Anadarkos Restated Certificate of Incorporation | 4.1 to Form 8-K dated July 28, 2000 | 1-8968 | |||||||
4(a)
|
Certificate of Designation of 5.46%
Cumulative Preferred Stock, Series B |
4(a) to Form 8-K dated May 6, 1998 | 1-8968 | |||||||
(b)
|
Rights Agreement, dated as of October 29,
1998, between Anadarko Petroleum
Corporation and The Chase Manhattan Bank |
4.1 to Form 8-A dated October 30, 1998 | 1-8968 | |||||||
(c)
|
Amendment No. 1 to Rights Agreement, dated
as of April 2, 2000 between Anadarko and
the Rights Agent |
2.4 to Form 8-K dated April 2, 2000 | 1-8968 | |||||||
Director and Executive Compensation Plans and Arrangements | ||||||||||
10(b)
|
(i) | Anadarko Petroleum Corporation 1988 Stock Option Plan for Non-Employee Directors | 19(b) to Form 10-Q for quarter ended September 30, 1988 | 1-8968 | ||||||
(ii) |
Anadarko Petroleum Corporation Amended
and Restated 1988 Stock Option Plan for Non-Employee Directors |
99 Attachment A to Form 10-K for year ended December 31, 1993 | 1-8968 | |||||||
(iii) |
Amendment to Anadarko Petroleum
Corporation 1988 Stock Option Plan for Non-Employee Directors |
10(b)(vii) to Form 10-K for year ended December 31, 1997 | 1-8968 | |||||||
(iv) | Second Amendment to Anadarko Petroleum Corporation 1988 Stock Option Plan for Non-Employee Directors | 10(b)(viii) to Form 10-K for year ended December 31, 1997 | 1-8968 | |||||||
*
|
(v) | Third Amendment to 1988 Stock Option Plan for Non-Employee Directors | ||||||||
(vi) | 1998 Director Stock Plan of Anadarko Petroleum Corporation, effective January 30, 1998 | 99 Attachment A to Form 10-K for year ended December 31, 1997 | 1-8968 | |||||||
(vii) | Form of Anadarko Petroleum Corporation 1998 Director Stock Plan Stock Option Agreement | 10(b)(iii) to Form 10-Q for quarter ended June 30, 2003 | 1-8968 |
115
Exhibit
Originally Filed
File
Number
Description
as Exhibit
Number
(viii)
Anadarko Petroleum Corporation and Participating
Affiliates and Subsidiaries Annual Override Pool Bonus Plan, as
amended October 6, 1986
19(c)(ix) to Form 10-Q for quarter
ended September 30, 1986
1-8968
(ix)
Second Amendment to Anadarko Petroleum
Corporation and Participating Affiliates and Subsidiaries Annual
Override Pool Bonus Plan
10(b)(ii) to Form 10-K for year ended
December 31, 1987
1-8968
(x)
Second Amendment to the Anadarko Petroleum
Corporation Annual Override Pool Bonus Plan, as amended
January 1, 1988
(xi)
Restatement of the Anadarko Petroleum Corporation
1987 Stock Option Plan (and Related Agreement)
Post Effective Amendment No. 1 to Forms S-8
and S-3, Anadarko Petroleum Corporation 1987 Stock Option Plan
33-22134
(xii)
First Amendment to Restatement of the Anadarko
Petroleum Corporation 1987 Stock Option Plan
10(b)(xii) to Form 10-K for year ended
December 31, 1997
1-8968
(xiii)
Second Amendment to Restatement of the 1987 Stock
Option Plan
(xiv)
1993 Stock Incentive Plan
10(b)(xii) to Form 10-K for year ended
December 31, 1993
1-8968
(xv)
First Amendment to Anadarko Petroleum Corporation
1993 Stock Incentive Plans
99 Attachment A to
Form 10-K for year ended December 31, 1996
1-8968
(xvi)
Second Amendment to Anadarko Petroleum
Corporation 1993 Stock Incentive Plans
10(b)(xv) to Form 10-K for year ended
December 31, 1997
1-8968
(xvii)
Anadarko Petroleum Corporation 1993 Stock
Incentive Plan Stock Option Agreement
10(a) to Form 10-Q for quarter ended
March 31, 1996
1-8968
(xviii)
Form of Anadarko Petroleum Corporation 1993 Stock
Incentive Plan Stock Option Agreement
10(b)(xvii) to Form 10-K for year ended
December 31, 1997
1-8968
(xix)
Form of Anadarko Petroleum Corporation
1993 Stock Incentive Plan Restricted Stock
Agreement
10(b)(xviii) to Form 10-K for year
ended December 31, 1997
1-8968
(xx)
Anadarko Petroleum Corporation 1999 Stock
Incentive Plan
99 Attachment A to
Form 10-K for year ended December 31, 1998
1-8968
(xxi)
Amendment to 1999 Stock Incentive Plan,
as of July 1, 2000
10(b)(xxii) to Form 10-K for year ended
December 31, 2000
1-8968
(xxii)
Form of Anadarko Petroleum Corporation 1999 Stock
Incentive Plan Stock Option Agreement
10(b)(xxiii) to Form 10-K for year
ended December 31, 1999
1-8968
(xxiii)
Form of Anadarko Petroleum Corporation 1999 Stock
Incentive Plan Restricted Stock Agreement
10(b)(xxiv) to Form 10-K for year ended
December 31, 1999
1-8968
116
Exhibit
Originally Filed
File
Number
Description
as Exhibit
Number
(xxiv)
The Approved UK Sub-Plan of the Anadarko
Petroleum Corporation 1999 Stock Incentive Plan
(xxv)
Annual Incentive Bonus Plan
10(b)(xiii) to Form 10-K for year ended
December 31, 1993
1-8968
(xxvi)
First Amendment to Anadarko Petroleum Corporation
Annual Incentive Bonus Plan
99 Attachment B to Form 10-K
for year ended December 31, 1998
1-8968
(xxvii)
Second Amendment to Anadarko Petroleum
Corporation Annual Incentive Bonus Plan
10(b)(xxii) to Form 10-K for year ended
December 31, 2002
1-8968
(xxviii)
Key Employee Change of Control Contract
10(b)(xxii) to Form 10-K for year ended
December 31, 1997
1-8968
(xxix)
First Amendment to Anadarko Petroleum Corporation
Key Employee Change of Control Contract
10(b) to Form 10-Q for quarter ended
September 30, 2000
1-8968
(xxx)
Form of Amendment to Anadarko Petroleum
Corporation Key Employee Change of Control Contract
10(b)(ii) to Form 10-Q
for quarter ended
June 30, 2003
1-8968
(xxxi)
Key Employee Change of Control
Contract James T. Hackett
(xxxii)
Employment Agreement James T. Hackett
(xxxiii)
Retirement Benefit Agreement Robert
J. Allison, Jr.
(xxxiv)
Agreement, dated February 16, 2004
(xxxv)
Anadarko Retirement Restoration Plan, effective
January 1, 1995
10(b)(xix) to Form 10-K for year ended
December 31, 1995
1-8968
(xxxvi)
Anadarko Savings Restoration Plan, effective
January 1, 1995
10(b)(xx) to Form 10-K for year ended
December 31, 1995
1-8968
(xxxvii)
Amendment to Amended and Restated Anadarko
Savings Restoration Plan
10(b)(xxxi) to Form 10-K for year ended
December 31, 1997
1-8968
(xxxviii)
Plan Agreement for the Management Life Insurance
Plan between Anadarko Petroleum Corporation and each Eligible
Employee, effective July 1, 1995
10(b)(xxi) to Form 10-K for year ended
December 31, 1995
1-8968
(xxxix)
Anadarko Petroleum Corporation Estate Enhancement
Program
10(b)(xxxiv) to Form 10-K for year ended
December 31, 1998
1-8968
(xl)
Estate Enhancement Program Agreement between
Anadarko Petroleum Corporation and Eligible Executives
10(b)(xxxv) to Form 10-K for year ended
December 31, 1998
1-8968
(xli)
Estate Enhancement Program Agreements effective
November 29, 2000
10(b)(xxxxii) to Form 10-K for year ended
December 31, 2000
1-8968
117
Exhibit
Originally Filed
File
Number
Description
as Exhibit
Number
(xlii)
Anadarko Petroleum Corporation Management Life
Insurance Plan
10(b)(xxxii) to Form 10-K for year ended
December 31, 2002
1-8968
(xliii)
First Amendment to Anadarko Petroleum Corporation
Management Life Insurance Plan
(xliv)
Management Disability Plan Plan Summary
10(b)(xxxiii) to Form 10-K for year ended
December 31, 2002
1-8968
(xlv)
Termination Agreement and Release of All Claims
10(b)(i) to Form 10-Q
for quarter ended
June 30, 2003
1-8968
(xlvi)
Anadarko Petroleum Corporation Officer Severance
Plan
10(b)(iv) to Form 10-Q
for quarter ended
September 30, 2003
1-8968
(xlvii)
Form of Termination Agreement and Release of All
Claims Under Officer Severance Plan
10(b)(v) to Form 10-Q
for quarter ended
September 30, 2003
1-8968
(xlviii)
Letter of Agreement for Medical/Dental Benefits
Computation of Ratios of Earnings to Fixed
Charges and Earnings to Combined Fixed Charges and Preferred
Stock Dividends
Portions of the Anadarko Petroleum Corporation
2003 Annual Report to Stockholders
List of Significant Subsidiaries
Consent of KPMG LLP
Consent of Netherland, Sewell & Associates,
Inc.
Power of Attorney
Rule 13a14(a)/15d14(a)
Certifications
Section 1350 Certifications
Report of Netherland, Sewell & Associates,
Inc.
The total amount of securities of the registrant authorized under any instrument with respect to long-term debt not filed as an exhibit does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees, upon request of the Securities and Exchange Commission, to furnish copies of any or all of such instruments to the Securities and Exchange Commission.
(b) Reports on Form 8-K
A report on Form 8-K dated October 31, 2003 was furnished. The event was reported under Item 9 Regulation FD Disclosure and Item 12 Results of Operations and Financial Condition.
118
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
March 3, 2004
Pursuant to the requirements of the securities
exchange act of 1934, this Report has been signed below by the
following persons on behalf of the registrant and in the
capacities indicated on March 3, 2004.
ANADARKO PETROLEUM CORPORATION
By:
/s/ JAMES R. LARSON
(James R. Larson, Senior Vice
President, Finance and Chief Financial Officer)
Name and Signature
Title
Principal executive officer:*
JAMES T. HACKETT
(James T. Hackett)
Principal financial officer:*
JAMES R. LARSON
(James R. Larson)
Principal accounting officer:*
DIANE L. DICKEY
(Diane L. Dickey)
Directors:*
ROBERT J. ALLISON, JR.
CONRAD P. ALBERT
LARRY BARCUS
JAMES L. BRYAN
JOHN R. BUTLER, JR.
PRESTON M. GEREN III
JOHN R. GORDON
JAMES T. HACKETT
JOHN W. PODUSKA, SR., PH.D.
* Signed on behalf of each of these persons
and on his own behalf:
By
/s/ JAMES R. LARSON
(James R. Larson, Attorney-in-Fact)
119
EXHIBIT 3(b)
BY-LAWS
OF
ANADARKO PETROLEUM CORPORATION
AMENDED AND RESTATED AS OF DECEMBER 1, 2003
ARTICLE I
OFFICE AND RECORDS
1.1. The Corporation shall maintain a registered office in Delaware, and may maintain such other offices and keep its books, documents and records at such places within or without Delaware as may from time to time be designated by the Board of Directors.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1. All meetings of the stockholders of the Corporation shall be held at such place or places, within or without the State of Delaware, as may from time to time be fixed by the Board of Directors, or as shall be specified or fixed in the respective notices or waivers of notice thereof.
2.2. The Annual Meeting of Stockholders shall be held on such date and at such time as may be fixed by the Board and stated in the notice thereof, for the purpose of electing directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these By-Laws.
To be properly brought before the meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before the Annual Meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days' prior public disclosure of the date of the meeting is made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 15th day following the day on which such public disclosure was made or notice of the date of the meeting was mailed, whichever first occurs. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the Annual Meeting (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these By-Laws to the contrary, no business
shall be transacted at the Annual Meeting except in accordance with the
procedures set forth in this Section, provided, however, that nothing in this
Section shall be deemed to preclude discussion by any stockholder of any
business properly brought before the Annual Meeting.
The Chairman of the Annual Meeting shall, if the facts warrant, determine and declare to the meeting that certain business was not properly brought before the meeting in accordance with the provisions of this Section, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
2.3. Special meetings of the stockholders shall be called by the Board. The business transacted at a special meeting shall be confined to the purposes specified in the notice thereof. Special meetings shall be held at such date and at such time as the Board may designate.
2.4. Written notice of each meeting of stockholders, stating the place, date and hour of the meeting, and the purpose or purposes thereof, shall be mailed not less than ten nor more than sixty days before the date of such meeting to each stockholder entitled to vote thereat.
2.5. Unless otherwise provided by statute, stockholders entitled to cast a majority of the total votes entitled to be cast by all stockholders at a meeting, present either in person or by proxy, shall constitute a quorum at such meeting. The Secretary of the Corporation (or in his absence an Assistant Secretary or an appointee of the presiding officer of the meeting) shall act as the Secretary of the meeting. Whether or not a quorum is present, holders of shares of stock entitled to cast a majority of votes present at a meeting, in person or by proxy, may adjourn the meeting from time to time to another time or place, at which time, if a quorum is present, any business may be transacted which might have been transacted at the meeting as originally scheduled. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty days or a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
2.6. Each stockholder entitled to vote at any meeting shall be
entitled, for each share held of record on the record date fixed as provided in
Section 10.3 of Article X of these By-Laws for determining the stockholders
entitled to vote at such meeting, to a number of votes (in person or by written
proxy) determined as provided in the Restated Certificate of Incorporation.
Except as otherwise provided by statute or by the Restated Certificate of
Incorporation or these By-laws, the vote of a plurality of the votes cast shall
be sufficient to elect directors and for all other matters the affirmative vote
of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders.
Elections of directors need not be by ballot; provided however, that by resolution duly adopted, a vote by ballot may be required.
2.7. Any stockholder entitled to vote upon any matter at any meeting of stockholders may so vote by proxy. Every proxy shall be in writing (which shall include telegraphing or cabling) subscribed by the stockholder or his duly authorized attorney, and shall be dated, but need not be sealed, witnessed or acknowledged. Proxies shall be delivered to the Secretary of the Corporation before such meeting.
2.8. At each meeting of the stockholders the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by three inspectors, two of whom shall have power to make a decision. Such inspectors shall be appointed by the Board before the meeting, or in default thereof by the presiding officer at the meeting, and shall be sworn to the faithful performance of their duties. If any of the inspectors previously appointed shall fail to attend or refuse or be unable to serve, substitutes shall be appointed by the presiding officer.
ARTICLE III
BOARD OF DIRECTORS
3.1. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than six (6) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the Board of Directors. At a special meeting of stockholders held August 27, 1986, Class I directors were elected for a term ending at the 1987 Annual Meeting of Stockholders, Class II directors were elected for a term ending at the 1988 Annual Meeting of Stockholders, and Class III directors were elected for a term ending at the 1989 Annual Meeting of Stockholders, in each case effective as of the date of filing of the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. At each Annual Meeting of Stockholders beginning in 1987, successors to the class of directors whose term expires at that Annual Meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the Annual Meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy
occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.
Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause.
3.2. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the laws of Delaware, by the Restated Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
ARTICLE IV
MEETINGS OF THE BOARD
4.1. The first meeting of the Board of Directors after the Annual Meeting of Stockholders may be held without notice, either immediately after said meeting of stockholders and at the place where it was held, or at such other time and place, whether within or without Delaware, as shall be fixed by the vote of the stockholders at the Annual Meeting, or by the consent in writing of all the directors.
4.2. Regular meetings of the Board may be held without notice at such time and place, whether within or without Delaware, as shall from time to time be determined by the Board.
4.3. Special meetings of the Board of Directors shall be called by the Secretary at the request in writing of the Chief Executive Officer or of any three directors. Such request shall state the purpose or purposes of the proposed meeting. Such meetings may be held at any place, whether within or without Delaware. Notice of each such meeting shall be given by the Secretary to each director at least three days before the meeting. Such notice shall set forth the time and place at which the meeting is to be held and the purpose or purposes thereof. No such notice of any given meeting need be given to any director who files a written waiver of notice thereof with the Secretary, either before or after the meeting.
4.4. A quorum for the transaction of business at meetings of the Board of Directors shall consist of a majority of the directors then in office, but in no event less than one-third of the whole Board. In the absence of a quorum at any duly scheduled or duly called meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present, at which time any business may be transacted which might have been transacted at the meeting as originally scheduled.
ARTICLE V
COMMITTEES OF THE BOARD
5.1. General.
(a) The Board of Directors may, by resolution passed by a majority vote of the full membership of the Board, designate one or more committees, each committee to consist of two or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee shall have and may exercise such powers as are designated in the resolution of the Board or set forth in these By-Laws.
(b) Unless he resigns, dies or is removed prior thereto, each member of a committee shall continue to hold office until the first meeting of the Board following the first Annual Meeting of Stockholders next following his designation, and until his successor has been designated. Resignations of members of a committee must be in writing and shall be effective upon the date of receipt thereof by the Secretary or upon the effective date specified therein, whichever date is later, unless acceptance is made a condition of the resignation, in which event it shall be effective upon acceptance by the Board. Any member of a committee may be removed at any time, with or without cause, by a majority vote of the full membership of the Board.
(c) Regular meetings of a committee may be held without notice at such time and place as shall from time to time be determined by the committee. Special meetings of a committee shall be called by the Secretary at the request of the Chief Executive Officer or of any two members of the committee. Notice of each special meeting of a committee shall be given by the Secretary to each member of the committee. No such notice of any meeting need be given to any member of a committee who attends the meeting or who files a written waiver of notice thereof with the Secretary, either before or after the meeting.
(d) Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board, a provision in the rules of such committee or a provision in the By-Laws to the contrary, a majority of the entire number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee. If the Board has not designated alternate members of a committee, or if all such alternates are absent or disqualified from voting, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may in the absence or disqualification of any member of the committee unanimously appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member.
(e) Each committee may designate a chairman of such committee by majority vote of the committee's full membership, unless designation of a chairman is otherwise specified in these By-Laws or provided by resolution of the Board of Directors.
5.2. Executive Committee.
(a) The Board of Directors may designate an Executive Committee. During the intervals between meetings of the Board, the Committee shall advise with and aid the officers of the Corporation in all matters concerning its interests and the management of its business, and generally perform such duties as may be directed by the Board of Directors from time to time. The Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation while the Board is not in session, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but the Committee shall not have power or authority in reference to amending the Restated Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the By-Laws, filling newly created directorships and vacancies on the Board or the Committee, or (unless expressly authorized by resolution of the Board) declaring a dividend or authorizing the issuance of stock.
(b) A quorum for the transaction of business at meetings of the Executive Committee shall consist of a majority of the members of the Committee then in office.
(c) The Executive Committee shall keep regular minutes of proceedings, copies of which shall be sent to each member of the Board of Directors.
ARTICLE VI
COMPENSATION OF DIRECTORS
6.1. Each director and each advisory director shall, in consideration of his serving as a director or advisory director, be paid by the Corporation such reasonable compensation as shall be fixed from time to time by resolution of the Board of Directors, together with traveling, food, lodging and other expenses incurred in attending meetings of the Board; provided that no director or advisory director who is also an employee of the Corporation shall be entitled to receive any compensation for his services as a director or advisory director.
6.2. Members of committees of the Board of Directors may receive such reasonable compensation for their services as may be fixed from time to time by resolution of the Board of Directors; provided that nothing herein contained shall be construed to preclude any member of any committee from serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE VII
OFFICERS
7.1. General.
(a) The officers of the Corporation shall be chosen by the Board of Directors. The principal officers shall be a Chief Executive Officer, a President, one or more Vice Presidents (one or more of whom may be designated Executive Vice President, one or more of whom may be designated Group Vice President and one or more of whom may be designated Senior Vice President), a Secretary, a Treasurer, a Controller, and a General Counsel. The principal officers shall be elected each year at the first meeting of the Board of Directors after the Annual Meeting of the Stockholders of the Corporation. Two or more offices may be held by the same person. The Chairman of the Board shall be chosen by the directors from their own number and may be an officer of the Corporation as the Board may determine. The salaries of the principal officers of the Corporation shall be fixed by the Board or a committee of the Board.
(b) The Board may appoint such other officers, assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board. The salaries of persons appointed under this section may be fixed by the Chief Executive Officer, who shall report to the Board annually thereon.
(c) Unless he resigns, dies or is removed prior thereto, each officer of the Corporation shall hold office until his successor has been chosen and has qualified.
7.2. Chief Executive Officer.
(a) The Board of Directors shall designate the Chief Executive Officer of the Corporation.
(b) All other officers of the Corporation shall be subordinate to the Chief Executive Officer and shall from time to time report to him as he may direct. He shall have general supervision and direction of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.
(c) He shall have all the general powers and duties usually vested in the chief executive officer of a corporation, and in addition shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
7.3. Chairman of the Board.
(a) The Chairman of the Board shall preside at all meetings of the stockholders and directors.
(b) He shall be a member and chairman of the Executive Committee.
(c) He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
7.4. Vice Chairman of the Board.
(a) If the Board chooses a Vice Chairman of the Board, he shall preside at meetings of the stockholders or directors in the absence or disability of the Chairman of the Board.
(b) He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
7.5. President.
(a) He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
(b) He shall, if designated Chief Executive Officer, have all the power and duties granted and delegated to the Chief Executive Officer by these By-Laws. If not designated Chief Executive Officer, he shall be vested with all the powers and authorized to perform all the duties of the Chief Executive Officer in his absence or disability.
7.6. Executive Vice President.
If the Board designates one or more Executive Vice Presidents, such officer or officers shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer and shall be vested with all the powers and authorized to perform all the duties of the Chairman of the Board, the Vice Chairman of the Board and the President in the absence or disability of all of said officers. Each Executive Vice President shall have all the powers and duties granted and delegated to each Group Vice President, Senior Vice President and Vice President by these By-Laws.
7.7. Group Vice President.
If the Board designates one or more Group Vice Presidents, such officer or officers shall have general direction of and supervision over such operating offices of the Corporation or over such departments of the Corporation and its subsidiaries as the Board of Directors or the Chief Executive Officer may prescribe. Each Group Vice President shall have all the powers and duties granted and delegated to each Vice President (other than the Executive Vice Presidents) by these By-Laws and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer. In the absence or disability of the President and the Executive Vice Presidents, each Group Vice President shall be vested with all the powers and authorized to perform all the duties of said
officers.
7.8. General Counsel.
If the Board designates a General Counsel, the General Counsel shall be the principal legal officer of the Corporation. He shall have general direction of and supervision over the legal affairs of the Corporation and shall advise the Board of Directors and officers of the Corporation on all legal matters. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer.
7.9. Senior Vice President.
If the Board designates one or more Senior Vice Presidents, such officer or officers shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer. In the absence or disability of the President, the Executive Vice Presidents and the Group Vice Presidents, each Senior Vice President shall be vested with all the powers and authorized to perform all the duties of said officers.
7.10. Vice President.
Each Vice President shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer. In the absence or disability of the President, the Executive Vice Presidents, the Group Vice Presidents and the Senior Vice Presidents, each Vice President shall be vested with all the powers and authorized to perform all the duties of said officers.
7.11. Secretary.
The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall perform like duties for committees of the Board when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, when notice is required by these By-Laws. He shall have custody of the seal of the Corporation, and, when authorized by the Board of Directors, or when any instrument requiring the corporate seal to be affixed shall first have been signed by the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President, shall affix the seal to such instrument and shall attest the same by his signature. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer.
7.12. Assistant Secretary.
If the Board appoints one or more Assistant Secretaries, each Assistant Secretary shall be vested with all the powers and authorized to perform all the duties of the Secretary in his absence or disability. The performance of any act or the execution of any instrument by an Assistant Secretary in any instance in which such performance or execution would customarily have been accomplished by the Secretary shall constitute conclusive evidence of the absence or disability of the Secretary. Each Assistant Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer.
7.13. Treasurer.
(a) The Treasurer shall have custody of the corporate funds and securities, and he shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation as ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
(c) If required by the Board of Directors, he shall give the Corporation a bond in a sum and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
(d) He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer.
7.14. Assistant Treasurer.
If the Board appoints one or more Assistant Treasurers, each Assistant Treasurer shall be vested with all the powers and authorized to perform all the duties of the Treasurer in his absence or disability. The performance of any act or the execution of any instrument by an Assistant Treasurer in any instance in which such performance or execution would customarily have been accomplished by the Treasurer shall constitute conclusive evidence of the absence or disability of the Treasurer. Each Assistant Treasurer shall perform such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer.
7.15. Controller.
The Controller shall be the principal accounting officer of the Corporation. He shall maintain adequate records of all assets, liabilities and transactions of the Corporation and shall be responsible for the design, installation and maintenance of accounting and cost systems and procedures throughout the Corporation. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer.
7.16. Assistant Controller.
If the Board appoints one or more Assistant Controllers, each Assistant Controller shall be vested with all the powers and authorized to perform all duties of the Controller in his absence or disability. The performance of any act or the execution of any instrument by an Assistant Controller in any instance in which such performance or execution would customarily have been accomplished by the Controller shall constitute conclusive evidence of the absence or disability of the Controller. Each Assistant Controller shall perform such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer.
7.17. Duties of Officers May be Delegated.
In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the directors then in office concur therein.
ARTICLE VIII
POWERS OF EXECUTION
8.1. All checks and other demands for money and notes and other instruments for the payment of money shall be signed on behalf of the Corporation by such officer or officers or by such other person or persons as the Board of Directors may from time to time designate. The signature of any such officer or other person may be a facsimile if so authorized by the Board of Directors.
8.2. All contracts, deeds and other instruments to which the seal of the Corporation is affixed shall be signed on behalf of the Corporation by the Chief Executive Officer, by the President, by any Vice President, or by such other person or persons as the Board of Directors may from time to time designate, and shall be attested by the Secretary or an Assistant Secretary.
8.3. All other contracts, deeds and instruments shall be signed on behalf of the Corporation by the Chief Executive Officer, by the President, by any Vice President, or by such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.
8.4. All shares of stock owned by the Corporation in other corporations shall be voted on behalf of the Corporation by such persons and in such manner as shall be prescribed by the Chief Executive Officer.
ARTICLE IX
INDEMNIFICATION
9.1 (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative, including actions, suits or proceedings by or in the right of the Corporation, by reason of the fact that such person is or was a director, advisory director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, advisory director, officer or employee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines (including excise taxes assessed with respect to employee benefit plans), amounts paid in settlement, reasonable expenses (including attorneys' fees) and other liabilities arising in connection with such action, suit or proceeding, and reasonable expenses (including attorneys' fees) incurred in enforcing the rights provided by this Section 9.1., to the fullest extent to which indemnity may lawfully be provided pursuant to a by-law under applicable law. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, and interest on any such expenses not paid by the Corporation when due shall be paid by the Corporation at the rate of interest publicly announced by JPMorgan Chase Bank from time to time in the City of New York as its prime rate to the fullest extent to which advancement of such expenses and payment of such interest may lawfully be provided pursuant to a by-law under applicable law; provided, however, that, unless otherwise authorized by the Board of Directors, no person shall be entitled to such advance payment of expenses with respect to any action, suit or proceeding not by or in the right of the Corporation, unless such person shall have given the Corporation reasonable notice of the institution of such action, suit or proceeding and the opportunity to control the defense thereof (with counsel reasonably satisfactory to such person).
(b) The rights provided by this Section 9.1 are for the benefit of
the persons referred to herein and their respective heirs, executors and
administrators and shall be legally enforceable against the Corporation by such
persons (who shall be presumed to have relied on such rights in undertaking or
continuing any of the positions referred to herein) or by their respective
heirs, executors and administrators. No amendment to or restatement of this
Section 9.1, or merger or consolidation of the Corporation, shall impair the
rights of indemnification provided by this Section 9.1 with respect to any
action or failure to act, or alleged action or failure to act, occurring or
alleged to have occurred prior to such amendment, restatement, merger or
consolidation.
ARTICLE X
MISCELLANEOUS
10.1. Certificates of Stock.
The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by (i) the Chairman of the Board, or Vice Chairman of the Board, or President or a Vice President and (ii) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
10.2. Transfers of Stock.
Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney, lawfully constituted in writing, and upon surrender of the certificate therefor.
10.3. Date for Determining Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting nor more than sixty days prior to any other action.
10.4. Registered Stockholders.
The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.
10.5. Lost Certificates.
Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit or affirmation of that fact, and shall if the Board of Directors so requires give the Corporation a bond of indemnity, in form and amount and with one or more sureties satisfactory to the Board, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen or destroyed. The Board of Directors in its discretion may, as a prerequisite to the issuance of a new certificate, impose such additional lawful requirements as its sees fit, including, but without limiting the generality of the foregoing,
the requirement that the alleged loss, theft or destruction of the old certificate be advertised in one or more newspapers published in an appropriate place or places; and the Board of Directors may in its discretion refuse to issue a new certificate except upon the order of a court having jurisdiction in such matter.
10.6. Dividends.
(a) Dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting as provided by the laws of Delaware and the Restated Certificate of Incorporation.
(b) Before payment of any dividend or making any distribution of profits, there may be set aside out of the surplus or net profits of the Corporation such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors shall think conducive to the interests of the Corporation.
10.7. Seal.
The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words, "Corporate Seal, Delaware."
10.8. Notices.
Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer or stockholder, it shall be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the United States mail in a postpaid sealed wrapper, addressed to such director, officer or stockholder at such address as appears on the records of the Corporation, or, in the default of other address, to such director, officer or stockholder at the General Post Office in any city in which the Corporation maintains an office, and such notice shall be deemed to be given at the time when the same shall be thus mailed.
10.9. Amendments.
Except as otherwise provided by law, these By-Laws or the Restated
Certificate of Incorporation, these By-Laws may be altered, amended or repealed
(i) at any regular or special meeting of the stockholders by the affirmative
vote of the holders of a majority of the stock issued and outstanding and
entitled to vote thereat or (ii) at any regular or special meeting of the Board
of Directors by affirmative vote of a majority of the directors then in office;
provided, however, that notice of the proposed alteration or amendment shall
have been contained in the notice of the meeting.
10.10. Fiscal Year.
The fiscal year of the Corporation shall be the calendar year.
10.11. Safe Deposit Boxes.
The Corporation may rent such safe deposit boxes, and may deposit therein such securities, documents and articles, as the Board of Directors may designate from time to time. Access to such safe deposit boxes shall be granted only (i) to any two of the following officers of the corporation attending together: Chief Executive Officer, President, a Vice President, Secretary, Treasurer and Controller, or (ii) to any one of the foregoing officers and either an Assistant Secretary or an Assistant Treasurer, attending together.
10.12. Custodian Accounts.
Any or all of the securities owned by this Corporation may be deposited with such custodian or custodians as the Board of Directors may designate from time to time. The custodian shall not be authorized to negotiate such securities or to take any other action with respect thereto except upon written directions signed (i) by any two of the following officers of the Corporation: Chief Executive Officer, President, a Vice President, Secretary, Treasurer and Controller, or (ii) by any one of the foregoing officers and either an Assistant Secretary or an Assistant Treasurer.
10.13. Construction of Words.
The use of the masculine gender in any provisions of these By-Laws shall not be deemed to indicate any distinction based on sex, but shall be deemed to include the feminine gender wherever it is found.
EXHIBIT 10(b)(v)
THIRD AMENDMENT TO
1988 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
WHEREAS, ANADARKO PETROLEUM CORPORATION (the "Company") has heretofore
adopted the 1988 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ("Plan"); and
WHEREAS, the Company desires to further amend the Plan:
NOW, THEREFORE, the Plan shall be amended, effective as of March 30, 2000, as follows:
1. The following paragraph shall be added to the end of Paragraph 8(c):
Notwithstanding any other provision of this Plan to the contrary, for purposes of this Plan, a Change of Control shall not include any votes, transactions, acquisitions of stock ownership, changes in board composition, or other actions, transactions or consequences of any nature whatsoever, whether viewed in isolation or in the aggregate, occurring in connection with or resulting from the transactions contemplated by the Agreement and Plan of Merger among Anadarko Petroleum Corporation, Dakota Merger Corp., and Union Pacific Resources Group Inc., dated as of April 2, 2000 (as it may be amended or supplemented from time to time) (the "Merger Agreement") and any related documents.
2. As amended hereby, the Plan is specifically ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this 30th day of March, 2000.
ANADARKO PETROLEUM CORPORATION
EXHIBIT 10(b)(x)
SECOND AMENDMENT TO THE
ANADARKO PETROLEUM CORPORATION
ANNUAL OVERRIDE POOL BONUS PLAN
(AS AMENDED JANUARY 1, 1988)
WHEREAS, Anadarko Petroleum Corporation (the "Corporation") has heretofore adopted the Anadarko Petroleum Corporation Annual Override Pool Bonus Plan; and
WHEREAS, the Corporation has the power to and desires to terminate the Plan pursuant to the provisions of Section 9.1;
NOW, THEREFORE, the Plan shall be terminated, effective June 30, 2003 and, in accordance with such termination:
1. The Corporation shall pay to each Plan participant, in lieu of bonuses otherwise payable or not theretofore paid, a lump sum cash payment amount determined pursuant to the methodology described in Section 7.1 of the Plan, except that the Corporation has elected to:
a. calculate the payment based on (i) the Company's
actual revenues for the first six months of 2003 plus
(ii) the latest available engineering estimates of
future relevant recoverable reserves, annual
production rates and revenues based on the forecasted
average NYMEX prices for the last six months of 2003;
and
b. use a 4.76% discount rate to determine the present value lump sum payment rather than the 10% discount rate stated in the termination provisions of Section 7.1.
2. The lump sum payment described in Section 7.1 shall be paid to Plan Participants in cash as soon as practicable following the Company's receipt of the independent accountants' report on applying agreed-upon procedures to the schedule of bonuses related to the Annual Override Pool Bonus Plan.
3. Capitalized terms as used in this instrument have definitions ascribed to them under the Plan.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this 31st day of July, 2003.
ANADARKO PETROLEUM CORPORATION
EXHIBIT 10(b)(xiii)
SECOND AMENDMENT TO
RESTATEMENT OF THE
1987 STOCK OPTION PLAN
WHEREAS, ANADARKO PETROLEUM CORPORATION (the "Company") has heretofore adopted and amended the 1987 STOCK OPTION PLAN ("Plan"); and
WHEREAS, the Company desires to further amend the Plan:
NOW, THEREFORE, the Plan shall be amended, effective as of March 30, 2000, as follows:
1. The following paragraph shall be added to the end of Paragraph 8(c):
Notwithstanding any other provision of this Plan to the contrary, for purposes of this Plan, a Change of Control shall not include any votes, transactions, acquisitions of stock ownership, changes in board composition, or other actions, transactions or consequences of any nature whatsoever, whether viewed in isolation or in the aggregate, occurring in connection with or resulting from the transactions contemplated by the Agreement and Plan of Merger among Anadarko Petroleum Corporation, Dakota Merger Corp., and Union Pacific Resources Group Inc., dated as of April 2, 2000 (as it may be amended or supplemented from time to time) and any related documents.
2. As amended hereby, the Plan is specifically ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this 30th day of March, 2000.
ANADARKO PETROLEUM CORPORATION
EXHIBIT 10(b)(xxiv)
SCHEDULE
THE APPROVED UK SUB-PLAN OF THE ANADARKO PETROLEUM
CORPORATION 1999 STOCK INCENTIVE PLAN
ADOPTED BY THE COMPANY ON 29 JANUARY 2003
APPROVED BY THE INLAND REVENUE ON 14 OCTOBER 2003 UNDER REFERENCE X22436/GRP
This sub-plan together with the Anadarko Petroleum Corporation 1999 Stock Incentive Plan (the "1999 Plan") to the extent that it applies to Stock Options shall constitute the rules of the Approved UK Sub-Plan ("the Sub-Plan") established by the Committee and approved by the United Kingdom Inland Revenue under Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003. Subject to the succeeding paragraphs of this Sub-Plan, the terms and conditions of the 1999 Plan are incorporated herein. In the event of any conflict between the terms of the 1999 Plan and the Sub-Plan, the terms of the Sub-Plan will take precedence insofar as Stock Options granted to UK Eligible Employees are concerned.
The Sub-Plan is an addendum to the Plan and provides for a modification of a number of the terms of the Plan insofar as they relate to Stock Options which are to be granted under and with the benefit of UK Inland Revenue approved status. The terms of the Sub-Plan, including in particular the material terms of Stock Options which may be granted under the Sub-Plan, the class of persons who may receive Stock Options under the Sub-Plan, the terms of the Sub-Plan and the method of determining the Exercise Price of Stock Options under the Sub-Plan, are in all material respects the same as the equivalent provisions in the Plan. The maximum number of Shares which may can be made available under the Plan includes Shares over which Stock Options under the Sun-Plan may be granted. Any terms of the Plan which have been modified in the Sub-Plan have been so modified in order to obtain or facilitate approval of the Sub-Plan as so modified by the UK Inland Revenue.
1 DEFINITIONS
1.1. Section 2 of the 1999 Plan shall be modified as it applies to this Sub-Plan such that the following words and expressions shall have, where the context so admits, the following meanings. Any capitalized terms not listed in this Rule 1.1 shall have the meanings assigned by Section 2 of the 1999 Plan:
"Acquiring Company" - where the conditions of paragraph 15 of Schedule 9 are met, such company as shall be at any time the "acquiring company" as defined in that paragraph; "Act" - the Income and Corporation Taxes Act 1988; "Approval Date" - the date upon which the Sub-Plan is approved by the Inland Revenue having been adopted by the Board or a duly appointed Committee thereof; |
"Award" - any Stock Option granted under the Sub-Plan to an Eligible Employee; "Control" - has the same meaning as in section 840 of the Act; "Date of Grant" - the date on which a Stock Option is, was or is to be granted under the Sub-Plan, pursuant to Rule 4; "Eligible Employee" - any director or employee of any Group Company who is not precluded by paragraph 8 of Schedule 9 from participating in the Sub-Plan provided that in the case of a director, he is required to devote to his duties not less than 25 hours per week (excluding meal breaks); "Exercise Price" - the price determined under Rule 5 of the Sub-Plan, not less than the Fair Market Value of a Share on the Date of Grant; "Fair Market Value" - as of any given date, the mean between the highest and lowest reported sales prices of a Share on the New York Stock Exchange Composite Tape or, in the event that the Shares cease to be listed on the New York Stock Exchange, the market value of a Share determined in accordance with the provisions of Part VIII of the UK Taxation of Chargeable Gains Act 1992 and agreed in advance with Share Valuations, Inland Revenue; "Group" - the Company and its Subsidiaries and the phase "Group Company" shall be construed accordingly; "Group Employee" - an employee of any Group Company; "Injury, Ill Health, Disability" the cessation of employment by reason of injury, ill health or disability provided the Committee is satisfied, on production of such evidence as it may reasonably require: (a) that the individual has ceased to exercise and, by reason of injury, ill health or disability, is incapable of exercising that employment; and (b) that the individual is likely to remain so incapable for the foreseeable future; "New Option" - an option over shares meeting the requirements of sub-paragraphs 27(4)(a) to (d) of Schedule 4 granted in consideration for the release of a Subsisting Option within the "appropriate period" (as defined by paragraph 26 of Schedule 4); "Other Option Plan" - any other share option plan (other than this Sub-Plan and any savings-related share option plan) adopted by the Company or an associated company (within the meaning of Section 416 of the Act) and approved by the Inland Revenue under Schedule 4; |
"Participant" - any Eligible Employee or former Eligible Employee to whom a Stock Option has been granted under the Sub-Plan or (where the context admits) the legal personal representatives of such as person; "Retirement" - the cessation of employment by reason of retirement at or beyond such age at which an individual is entitled to retire in accordance with the terms of his contract of employment or, where no such age is specified at 60 or any other age with the consent of the Committee and of the relevant employee if the retirement date is later than the 60th birthday; "Rule" - a rule of this Sub-Plan and "Rules" shall be construed accordingly; "Schedule 9" - Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003; "Section" - a section of the 1999 Plan and "Sub-Section" shall be construed accordingly; "Stock Option" - a right to acquire Shares granted or to be granted pursuant to the Sub-Plan; "Share" - an ordinary share of common stock ($0.10 par value) in the capital of the Company within the meaning of section 832(1) of the Act; "Stock Option Agreement" an agreement between the Company and the Participant as defined in Rule 11; "Sub-Plan" - this Anadarko Petroleum Corporation Approved Sub-Plan constituted and governed by the Rules; "Subsidiary" - a company which is under the Control of the Company; "Subsisting Option" - a Stock Option which has been granted and which has not lapsed, been surrendered, renounced or exercised in full. |
1.2 In these Rules, except insofar as the context otherwise requires:
(a) words denoting the singular shall include the plural and vice versa;
(b) words importing a gender shall include every gender and references to a person shall include bodies corporate and unincorporated and vice versa;
(c) reference to any enactment shall be construed as a reference to that enactment as from time to time amended, modified, extended or re-enacted and shall include any orders, regulations, instruments or other sub-ordinate legislation made under the relevant enactment;
(d) words have the same meanings as in Schedule 4 unless the context otherwise requires; and
(e) headings and captions are provided for reference only and shall not be considered as part of the Sub-Plan.
2 TERM OF THE PLAN
The Sub-Plan shall terminate at the same time as the 1999 Plan in accordance with Section 11.
3 PLAN ADMINISTRATION
3.1 With the exception of Sub-Sections b, c, e, f and h, Section 3 shall apply to the Sub-Plan save that any terms and conditions imposed by the Committee shall be objective, set out in full in the option agreement, such that rights to exercise a Stock Option after the attainment or fulfilment of such objective conditions shall not be dependent upon the discretion of any person, and not capable of amendment or waiver unless events happen which cause the Committee to reasonably consider that the condition has ceased to be appropriate, in which case any adjusted conditions shall be a fairer measure of the terms and conditions and be no more difficult to satisfy than those imposed at the Date of Grant.
3.2 Sub-Section 3(d) shall apply provided that no Stock Option may be exercised more than ten years from the Date of Grant.
3.3 Any interpretation, determination or other action taken by the Committee under Section 3 concerning the Sub-Plan and Stock Options granted under it shall be subject to the Rules.
4 ELIGIBILITY
4.1 No Stock Option may be granted under the Sub-Plan to a person who is not an Eligible Employee.
4.2 No Stock Option may be granted under the Sub-Plan unless the Shares satisfy the conditions specified in paragraphs 16 to 20 of Schedule 4 inclusive on the Date of Grant.
4.3 No Stock Option may be granted under the Sub-Plan prior to the Approval Date.
5 SHARES SUBJECT TO THE PLAN
Section 4 shall be modified as it applies to the Sub-Plan so that:
(a) The Company shall keep available sufficient unissued Shares or Shares in treasury to satisfy the exercise in full of all Stock Options for the time being remaining capable of being exercised.
(b) Any Stock Option granted to any Eligible Employee shall be limited and take effect so that immediately following such grant he would hold Subsisting Options over Shares with an aggregate Fair Market Value not exceeding Pound Sterling30,000 or such other limit as may then be specified in paragraph 6(1) of Schedule 4.
(c) For the purpose of this Rule 5 the Fair Market Value of Shares shall be calculated in accordance with paragraph 6(3) of Schedule 4.
(d) For the purpose of this Rule 5 only Subsisting Option shall comprise both Subsisting Options under this Sub-Plan and options which have been granted under any Other Option Plan which have not lapsed, been surrendered, renounced or exercised in full.
(e) For the purposes of this Sub-Plan the sterling equivalent of the Fair Market Value of Shares shall be the amount in United States dollars converted into pounds sterling at the highest buying rate shown in the day's spread as published in the Financial Times for the relevant date.
(f) Only Stock Options may be granted under the Sub-Plan and no dividends or dividend equivalents shall be payable in respect of Stock Options.
(g) Shares issued or transferred to a Participant upon an exercise of a Stock Option will rank pari passu in all respects with other shares of the same class with effect from the date on which the share certificate evidencing such Shares is issued (as evidenced by an appropriate entry in the books of the Company or of a duly authorised transfer agent of the Company).
6 ADJUSTMENTS AND REORGANISATIONS
6.1 Section 4(d) shall not apply but in the event of any variation of the share capital of the Company (within the meaning of paragraph 22(3) of Schedule 4 and including, but not limited to, any capitalisation, rights issue or open offer or any consolidation, sub-division or reduction of capital) the number of Shares subject to any Stock Option and the Exercise Price may be adjusted by the Company in such manner as in their opinion fair and reasonable provided that:
(a) at any time the Sub-Plan remains approved by the Inland Revenue no adjustment shall take effect without the prior approval of the Board of the Inland Revenue; and
(b) at any time the Sub-Plan remains approved by the Inland Revenue following the adjustment the Shares continue to satisfy the requirements of paragraphs 16 to 20 inclusive of Schedule 4.
6.2 Such variation under Rule 6.1 shall be deemed to be effective, once Inland Revenue approval has been given, from the record date at which the respective variation applied to other shares of the same class as the Shares.
6.3 If an adjustment is made pursuant to this Rule 6 with the intention that the Sub-Plan shall cease to be approved by the Inland Revenue, the Company shall immediately notify the Inland Revenue.
6.4 Sub-Section 7(c) shall be disapplied for the purposes of the Sub-Plan.
7 FAIR MARKET VALUE
No Stock Option may be granted under the Sub-Plan at less than the Fair Market Value of a Share on the Date of Grant and Sub Section 6(a)(i) shall be amended accordingly.
8 AWARDS
8.1 Sub-Section 6(a)(iii) shall be modified so that only Stock Options may be granted under the Sub-Plan and the exercise price may only be satisfied in cash.
8.2 Sub Section 6(a)(ii) shall be modified such that Stock Options may not be exercisable more than ten years after the date on which they are granted and such that Stock Options shall be exercisable as provided in Rule 9.5 and lapse in accordance with Rule 9.6.
8.3 The following provisions of the Plan shall be disapplied for the purposes of the Sub-Plan:
(a) Sub-Sections 6(b), 6(c), 6(d) and 6(e) of the Plan;
(b) Sub-Section 6(e) of the Plan;
(c) Sub-Section 6(f)(ii);
(d) Subject to Rule 10, the words "or, if permissible under applicable law, by the Participant's guardian or legal representative or by a transferee receiving such Award pursuant to a qualified domestic relations order (a "QDRO") as determined by the Committee" in Sub-Section 6(f)(iii)(A);
(e) Subject to Rule 10, the words "except as designated by the Participant by
will or by the laws of descent and distribution" in Sub-Section
6(f)(iii)(B);
(f) The words "Mature Shares, other securities, other Awards or other property or any combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Shares or other property so tendered to the Company, as of the date of such tender, is at least equal to the full amount required to be paid pursuant to the Plan or the applicable Award Agreement to the Company" in Sub-Section 6(f)(vii).
9 EXERCISE
9.1 No Stock Option may be exercised whilst the Sub-Plan is and is intended to remain approved by the Inland Revenue unless the Shares satisfy the conditions specified in paragraphs 16 to 20 inclusive of Schedule 4.
9.2 No Stock Option may be exercised at any time when the Participant is precluded from participating in the Sub-Plan by paragraph 9 of Schedule 4.
9.3 Stock Options shall be exercisable by the Participant giving notice to the Company and shall be satisfied by the issue or transfer of Shares as appropriate within 30 days of the date the Company receives such notice.
9.4 A form of notice substantially the same as the form in Appendix 2 shall be used by the Participant in exercising a Stock Option.
9.5 Subject to the terms of this Rule 9 and the terms of the Stock Option Agreement, any Subsisting Option may be exercised by the Participant or, if deceased, by the Participant's personal representatives, in whole or in part at the time of or at any time following the occurrence of the earliest of the following events:
(a) Such date as is specified by the Committee at the Date of Grant and stated in the Stock Option Agreement;
(b) the death of the Participant; and
(c) upon an event giving a right of exercise in accordance with the provisions of Rule 14.
9.6 Subject to Rule 9.7, a Subsisting Option shall lapse and thereafter be incapable of exercise on the earliest of the following events:
(a) the seventh anniversary of the Date of Grant or such earlier date specified in the Stock Option Agreement at the Date of Grant;
(b) the first anniversary of a Participant's death;
(c) where a Participant ceases to be a Group Employee where that cessation was by reason of Injury, Ill Health, Disability or Retirement, six months following such cessation;
(d) where an event gives a right of exercise in accordance with the provisions of Rule 14, as provided in Rule 14;
(e) where a Participant ceases to be a Group Employee by reason of his employment being terminated by the Company for a reason other than (i) a reason as mentioned in Rule 9.6(c); (ii) because of the Participant's gross and deliberate disregard of his duties and responsibilities as a Group Employee (as determined by the Committee); or (iii) the Participant engaging in a criminal act constituting a felony against a Group Company (or which would constitute such a felony were in committed in the USA) (as determined by the Committee), three months following such cessation;
(f) where a Participant ceases to be a Group Employee by reason of (i) his having given notice to a Group Company for the termination of his employment; (ii) the Participant's gross and deliberate disregard of his duties and responsibilities as a Group Employee (as determined by the Committee); or (iii) the Participant engaging in a criminal act constituting a felony against a Group Company (or which would constitute such a felony were in committed in the USA) (as determined by the Committee), immediately upon such cessation.
9.7 Where a Participant gives or is given notice to terminate his employment such that he will no longer be a Group Employee and the employment will cease for a reason as mentioned in Rule 9.6(f) his Stock Option will not be exercisable from the date of such notice up to and including the date of his cessation of employment.
10 TRANSFERABILITY
Sub Section 6(f)(iii) shall be modified so that no Stock Option may be transferred assigned or charged and any purported transfer shall be void ab initio save that this rule shall not prevent the Stock Option of a deceased Participant from being exercised by his personal representatives within twelve months of the date of the relevant Participant's death.
11 AWARD DOCUMENTS
Awards under the Sub-Plan shall be evidenced by an agreement substantially in the form in Appendix 1.
12 PLAN AMENDMENT
No amendment as it affects the Sub-Plan shall have effect until approved by the Board of the Inland Revenue pursuant to Schedule 4 and no amendment made with the intention that the Sub-Plan shall cease to be approved by the Inland Revenue shall take effect unless at the same time the Inland Revenue is notified of such amendment.
13 WITHHOLDING
Sub Section 9(c) shall apply to the Sub-Plan and be modified such that if on exercise of a Stock Option granted under this Sub-Plan the Participant would be liable to tax, duties or any other amounts on such exercise and his employer or former employer being the Company or any subsidiary thereof is liable to make a payment to the appropriate authorities on account of that liability no Stock Option shall be exercisable unless, prior to the proposed exercise, the Participant shall either
(a) grant to the Company the irrevocable authority, as agent of the Participant and on his behalf, to sell or procure the sale of sufficient of the Shares subject to the Stock Option so that the net proceeds payable to the Company are so far as possible equal to but not less than the amount payable to the appropriate authorities so that the Company may then pay over the proceeds from the sale to the Participant's employing company and the Participant's employing company shall pay any income tax and/or other relevant amount due on the exercise of the Stock Option and account to the Participant for any balance;
(b) make alternative arrangements to the satisfaction of the Company or the Participant's employing company and, if relevant, the Company is informed by the Participant's employing company that the arrangements are satisfactory; or
(c) pay to the Company or, as appropriate, the Participant's employing company in pounds sterling (whether by cheque or banker's draft) the amount necessary to satisfy such liabilities.
14 CHANGE OF CONTROL
14.1 Subject to Rule 14.2, Section 8 shall apply. 14.2 Subject to Rule 14.3, if any company obtains Control of the Company as a result of making: (a) a general offer to acquire the whole of the issued share capital of the Company which is made on a condition such that if it is satisfied the company making the offer will have Control of the Company; or (b) a general offer to acquire all of the shares of the Company which are of the same class as the Shares then, provided that the circumstances of the change in Control are within paragraph 26(2)(a) such that a New Option can be offered, the Participant may, within the appropriate period and if the Acquiring Company so agrees, release any Stock Option he holds which has been granted under the Sub-Plan in consideration for the grant of a New Option which is equivalent to the Stock Option but relates to shares in a different company (whether the |
acquiring company itself or some other company falling within paragraphs 16(a), 16(b) or 16(c) of Schedule 4. 14.3 For the purposes of Rule 14.2: (a) an "appropriate period" shall be the period of six months beginning with the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made is satisfied; and (b) a New Option shall not be regarded as "equivalent" to the old Stock Option unless the requirements of paragraph 27(4) of Schedule 4 are met. 14.4 If any person obtains Control of the Company in the circumstances described in Rule 14.2(a) and (b) and a Participant is not offered a New Option, the Participant shall have the right to exercise his Stock Option in accordance with Section 8. 14.5 Sub-Sections 8(a)(ii), 8(a)(iii) and 8(b) shall be disapplied for the purposes of the Sub-Plan. 15 GOVERNING LAW Sub-Section 9(f) shall continue to apply save that English legislative provisions shall be construed according to the Laws of England. 16 EMPLOYMENT RIGHTS The rights and obligations of any individual under the terms of his office or employment with any Group Company shall not be affected by his participation in the Sub-Plan or any right which he may have to participate therein, and an individual who participates therein shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment (whether lawfully or unlawfully) for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any Stock Option under the Sub-Plan as a result of such termination or in consequence of any loss of income tax relief under sections 524 or 525 of the Income Tax (Earnings and Pensions) Act 2003 as a result of the Sub-Plan and/or his Stock Options losing approval under that act. 17 DATA PROTECTION 17.1 Where in any Rule there is a requirement for any notice or document to be sent to any person by any other person, it shall be considered sent if an electronic transmission of the relevant information is sent in a form previously determined as being acceptable to the Committee. For the avoidance of doubt the Committee may dispense with the requirement to tender an option certificate on the exercise of the relevant Stock Option where they authorise any system permitting the exercise of Stock Options by means of electronic notification. A requirement under these Rules for the making of any payment may be discharged by the electronic transmission of an authorisation to charge any account or credit card. 17.2 It is a condition of participation in this Sub-Plan that a Participant agree to the holding of information about him by the Company and that he authorise the Company and its agents and advisers to use such information according to these Rules for the purposes of this Sub-Plan. It is a further condition of participation in this Sub-Plan that each Participant agrees |
that data concerning his participation may be processed by agents of the Company wherever located and where necessary transmitted outside of the United Kingdom.
18 MISCELLANEOUS
18.1 For the avoidance of doubt, Awards of Incentive Stock Options, Performance Awards, Restricted Stock and Stock Appreciation Rights may not be made under this Sub-Plan. 18.2 For the avoidance of doubt, in the event that the Sub-Plan and/or Stock Options awarded under it lose their approved status under Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 any subsisting Stock Options shall continue to subsist as if they had been granted under the provisions of the main Plan. |
EXHIBIT 10(b)(xxxi)
KEY EMPLOYEE CHANGE OF
CONTROL CONTRACT
AGREEMENT by and between Anadarko Petroleum Corporation, a Delaware corporation (the "Company") and James T. Hackett (the "Executive"), dated as of the 5th day of February, 2004.
The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions. (a) The "Effective Date" shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's employment with the Company is terminated
prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment.
(b) The "Change of Control Period" shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 90 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.
2. Change of Control. For the purpose of this Agreement, a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or (iv) any
acquisition pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this Section 2; or
(b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(c) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 60% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
3. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company
subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of such date (the "Employment Period").
4. Terms of Employment. (a) Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date
shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.
(b) Compensation. (i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.
(ii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (the "Annual Bonus") in cash at least equal to the
Executive's target annual bonus under the Company's Annual Incentive Bonus Plan,
or any comparable bonus under any predecessor or successor plan, for the fiscal
year in which the Effective Date occurs, which shall be calculated as follows:
(A) the target bonus percentage as established by the Board prior to the
Effective Date for the fiscal year in which the Effective Date occurs,
multiplied by (B) the Executive's Annual Base Salary (the "Recent Annual
Bonus"). In the event that, prior to the Effective Date,
the Executive's target bonus percentage has not been established by the Board under the Annual Incentive Bonus Plan or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive's Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive's peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract. Such Annual Bonus shall be paid no later than January 31 of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.
(iii) Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to regular, annual incentive opportunities, including stock options, restricted stock and/or performance units, savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during (i) with respect to regular, annual incentive opportunities, including stock options, restricted stock and/or performance units, the one year period immediately preceding the Effective Date and (ii) with respect to all other items, the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.
(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.
(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.
(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the
Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.
(vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.
(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.
(ix) Employment Agreement Provisions. Without limiting the generality of the foregoing, the following provisions of the Employment Agreement between the Company and the Executive dated as of February 5, 2004 (the "Employment Agreement") shall continue in effect following the Effective Date to the extent the Company's obligations thereunder have not previously been satisfied in full: Section 3.6 (providing for the grant of certain
performance units); Section 3.9 (providing for special compensation); Section
3.10 (providing for special pension service crediting) and Section 8.15
(providing for indemnification).
5. Termination of Employment. (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.
(b) Retirement. The Executive's employment shall terminate automatically upon the Executive's Retirement. For purposes of this Agreement, "Retirement" shall mean termination of the Executive's employment by the Company for any reason on or after the first day of the month next following the Executive's 65th birthday (the "Normal Retirement Date") or termination by the Executive upon the satisfaction of the requirements for early retirement (the "Early Retirement Date") under the early retirement provisions of the Company's Retirement Plan (the "Retirement Plan"). Notwithstanding anything to the contrary, if the Executive
terminates employment for Good Reason, such termination shall not be deemed to be a Retirement for purposes of this Agreement despite the fact that the Executive may qualify for early retirement under the Company's Retirement Plan.
(c) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:
(i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties, or
(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.
For purposes of this provision, no act or failure to act, on the part of the Executive, shall constitute grounds for "Cause" unless such act or failure to act would also have constituted "Cause" under the Employment Agreement, and no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of
the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.
(d) Good Reason. The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, Good Reason shall mean:
(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(iii) the Company's requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof or the Company's requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;
(iv) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement;
(v) any failure by the Company to comply with and satisfy
Section 11(c) of this Agreement; or
(vi) any action or inaction not described in clauses (i) through (v) above but which would have constituted "Good Reason" under the Employment Agreement.
For purposes of this Section 5(d), any good faith determination of "Good Reason" made by the Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a
termination by the Executive for any reason during the 30-day period immediately
following the first anniversary of the Effective Date (unless such Effective
Date is attributable to the consummation by the Company of a Business
Combination which constitutes a Change of Control and as set out in Section
2(c)(iii), at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination) shall be deemed to
be a termination for Good Reason for all purposes of this Agreement.
(e) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder.
(f) Date of Termination. "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, (iii) if the Executive's employment is terminated by reason of Retirement, either the date on which the Company notifies the Executive of such termination (on or after the Normal Retirement Date) or the date on which the Executive ceases employment with the Company (on or after the Executive's Early Retirement Date), as the case may be, and (iv) if the Executive's employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.
6. Obligations of the Company upon Termination. (a) Good Reason; Other Than for Cause, Retirement, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, Retirement or Disability or the Executive shall terminate employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits; provided, that in the event that the Termination Benefits under Article 7 of the Employment Agreement, together with the Other Benefits and any accrued and unpaid Annual Base Salary and vacation pay, would have been in the aggregate more favorable to the Executive, the Company shall instead provide the Executive with such Termination Benefits, Other Benefits and any accrued and unpaid Annual Base Salary and vacation pay.
(i) The Company shall pay to the Executive in a lump sum in cash within 20 days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest annual bonus earned by the Executive for the last three fiscal years prior to the Effective Date and (II) the Annual Bonus paid or payable for the most recently completed fiscal year during the Employment Period, in each case, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the "Pro-Ration Fraction") and (3) any accrued vacation pay, to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
B. an amount equal to the product of (1) the lesser of (x) 2.9 and (y) the number of years (with partial years expressed as a fraction thereof) remaining until the Executive reaches the Normal Retirement Date and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and
C. an amount equal to the total value of the Executive's Restoration Account (as defined in the Company's Savings Restoration Plan (the "SRP")), with such amount being the higher of (1) the value of the Executive's Restoration Account on the Executive's Date of Termination or (2) the value of the Executive's Restoration Account on the date of the Change of Control, in each case with "value" determined under the applicable change of control provisions in the SRP; and
D. an amount equal to the additional Company matching contributions which would have been made on the Executive's behalf in the Company's Employee Savings Plan (the "ESP") (assuming continued participation on the same basis as immediately prior to the Effective Date), plus the additional amount of any benefit the Executive would have accrued under the SRP as a result of contribution limitations in the ESP, until the earliest to occur of (1) the expiration of the 36-month period following the Date of Termination and (2) the Executive's Normal Retirement Date (with the Company's matching contributions being determined pursuant to the applicable provisions of the ESP and the SRP and based upon the Executive's compensation (including any amounts deferred pursuant to any deferred compensation program) in effect for the 12-month period immediately prior to the Effective Date); and
E. an amount equal to the sum of the present values, as of the Date of Termination, of (1) the accrued retirement benefit payable under the Company's Retirement Restoration Plan (the "RRP") and (2) the additional retirement benefits that the Executive would have accrued under the Retirement Plan and the RRP (taking into account the special pension service crediting
provided for in Section 3.10 of the Employment Agreement) if the Executive had continued employment until the earliest to occur of (a) the expiration of the three year period following the Date of Termination and (b) the Executive's Normal Retirement Date (assuming that the Executive's compensation in each of the additional years is that required by Section 4(b)(i) and Section 4(b)(ii) hereof), with the present values being computed by discounting to the Date of Termination the accrued benefit and the additional retirement benefits payable as lump sums at an assumed benefit commencement date of the later of (i) the date the Executive attains age 55 and (ii) the date three years after the Date of Termination (but in no event later than Normal Retirement Date), at the rate of interest used for valuing lump-sum payments in excess of $25,000 for participants with retirement benefits commencing immediately under the Retirement Plan, as in effect as of the Effective Date; and
(ii) The Company shall, at its sole expense as incurred, provide the Executive with (A) financial planning services until the third anniversary of the Date of Termination on the same basis as was provided immediately prior to the Date of Termination, and (B) outplacement services at a cost to the Company not to exceed $30,000, the scope and provider of which shall be selected by the Executive in the Executive's sole discretion; and
(iii) Until the earlier of (A) the third anniversary of the Date of Termination and (B) the Executive's reaching the Normal Retirement Date, the Company shall maintain in full force and effect for the Executive all life, accident, disability, medical and health care benefit plans and programs or arrangements in which the Executive was entitled to participate, at the same levels and rates, in which the Executive was participating immediately prior to the Effective Date, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In the event that the Executive's participation in any such plan or program is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company prior to the Effective Date. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the benefit plans in which participation is barred. Benefits provided pursuant to this paragraph are contractual only and are not to be considered a continuation of coverage as provided under Section 601 et seq. of ERISA and Section 4980B of the Code. For purposes of determining the Executive's eligibility (but not the time of commencement of benefits) for retiree benefits pursuant to such plans and programs, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period, and, if the Executive satisfies the eligibility requirements, such benefits shall commence no later than the expiration of the three year continuation period provided in clause (A) of this Section 6(a)(iii); and
(iv) the Initial Option (as defined in the Employment Agreement) and any other Options (as defined in the Employment Agreement) that may have been granted to the Executive, to the extent then outstanding, shall be vested in full upon the Date of Termination and shall remain exercisable thereafter for the period provided pursuant to the terms thereof, which period shall not be less than twelve months (but in no event shall any Option be exercisable after the expiration of its full original term), and any portion of the Initial Restricted Stock (as defined in the Employment Agreement) and any other restricted Shares (as defined in the Employment Agreement) that may have been granted to the Executive that have not yet vested shall vest in full upon the Date of Termination; and
(v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under Sections 3.6, 3.9, 3.10 or 8.15 of the Employment Agreement or any other plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
(b) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 20 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive's estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive's estate and/or the Executive's beneficiaries, as in effect on the date of the Executive's death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.
(c) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families.
(d) Retirement. If the Executive voluntarily terminates his employment by reason of Retirement, this Agreement shall terminate without further obligations to the Executive other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination. If the Company shall terminate the Executive's employment for Retirement, the Company shall provide the Executive with the Termination Benefits described in Article 7 of the Employment Agreement, together with the Other Benefits and any accrued and unpaid Annual Base Salary and vacation pay.
(e) Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) the Annual Base Salary through the Date of Termination, (ii) the amount of any compensation previously deferred by the Executive, and (iii) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination.
7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor, subject to Section
12(f), shall anything herein limit or otherwise affect such rights as the
Executive may have under any contract or agreement with the Company or any of
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies, including, but not limited to, the Company's Management
Life Insurance Plan and Override Pool Bonus Plan, at or subsequent to the Date
of Termination shall be payable in accordance with such plan, policy, practice
or program or contract or agreement except as explicitly modified by this
Agreement. Without limiting the generality of the foregoing, there shall be no
duplication of any of the payments or benefits described in Section 6 hereof,
and payments under paragraphs C, E and F of Section 6(a)(i) shall be in full
satisfaction of the amounts otherwise payable under the SRP, the RRP and the Executive Deferred Compensation Plans, respectively.
8. Full Settlement; Legal Fees. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 6(a)(iii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability or entitlement under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
9. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any corresponding provisions of state or local tax laws, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP or such other certified public accounting firm as may be designated by the Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up
Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:
(i) give the Company any information reasonably requested by the Company relating to such claim,
(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either pay the tax claimed and direct the Executive to sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company pays such claim and directs the Executive to sue for a refund, the Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income with respect to such payment; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.
(d) If, after the payment of any amount by the Company pursuant to
Section 9(c), the Executive becomes entitled to receive any refund with respect
to such claim, the Executive shall (subject to the Company's complying with the
requirements of Section 9(c)) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the payment by the Company of any amount pursuant
to Section 9(c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of 30 days after such determination, then the amount of
such payment shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
10. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the
Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
11. Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
12. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed, in the case of the Executive, to the Executive's home address registered with the Company or, if to the Company, to the attention of the General Counsel at the Company's home office address or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(f) The Executive and the Company acknowledge that before the Effective Date, the Employment Agreement, rather than this Agreement, shall govern the terms and conditions of the Executive's employment, and if the Executive's employment terminates before the Effective Date, this Agreement shall immediately terminate and the Executive shall have no
rights under this Agreement. From and after the Effective Date, this Agreement shall supersede the Employment Agreement, except to the extent the provisions thereof are specifically incorporated herein.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.
ANADARKO PETROLEUM CORPORATION
EXHIBIT 10(b)(xxxii)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between Anadarko Petroleum Corporation, a Delaware corporation (the "Company"), and James T. Hackett (the "Executive"), as of February 5, 2004.
WITNESSETH:
WHEREAS, the Company is desirous of employing the Executive in an executive capacity on the terms and conditions, and for the consideration, hereinafter set forth, and the Executive is desirous of being employed by the Company on such terms and conditions and for such consideration;
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Company and the Executive agree as follows:
ARTICLE 1
EMPLOYMENT AND DUTIES
1.1 Employment; Effective Date. The Company agrees to employ the Executive and the Executive agrees to be employed by the Company, beginning as of December 3, 2003 (the "Effective Date") and continuing for the period of time set forth in Article 2 of this Agreement, subject to the terms and conditions of this Agreement.
1.2 Positions. Effective as of the Effective Date, the Company shall cause the Executive to be appointed as President and Chief Executive Officer of the Company. The Company shall maintain the Executive in such positions, and/or in such other positions as the parties mutually may agree, for the full term of the Executive's employment hereunder. In addition, effective as of the Effective Date, the Company shall cause the Executive to be appointed as a member of the Board of Directors of the Company (the "Board of Directors"), and shall nominate the Executive for election and re-election to the Board of Directors as and when his term expires while he remains employed under this Agreement.
1.3 Duties and Services. The Executive agrees to serve in the position(s) referred to in paragraph 1.2 and to perform diligently and to the best of his abilities the duties and services appertaining to such offices, as well as such additional duties and services appropriate to such offices upon which the parties mutually may agree from time to time. The Executive's employment shall also be subject to the policies maintained and established by the Company, as the same may be amended from time to time.
1.4 Other Interests. The Executive agrees, during the period of his employment by the Company, to devote his primary business time, energy and best efforts to the business and affairs of the Company and its affiliates and not to engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Company, except with the consent of the Board of Directors. The foregoing notwithstanding, the parties recognize and agree that the Executive may engage in passive personal investments and other civic and charitable activities
that do not conflict with the business and affairs of the Company or interfere with the Executive's performance of his duties hereunder without the necessity of obtaining the consent of the Board of Directors. Notwithstanding the foregoing, the Company acknowledges that the Executive may continue to serve as a member of board of directors of the Federal Reserve Bank of Dallas, Houston Branch, Fluor Corporation, and Temple-Inland Inc., and the Executive agrees that if the Board of Directors determines that continued service with one or more of these entities is inconsistent with the Executive's duties hereunder and gives written notice of such to the Executive, the Executive will resign from such position(s).
1.5 Duty of Loyalty. The Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty, fidelity, and allegiance to use his reasonable best efforts to act at all times in the best interests of the Company. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company's business and shall not appropriate for the Executive's own benefit business opportunities concerning the subject matter of the fiduciary relationship.
1.6 Stock Ownership Requirement. The Executive shall generally be expected to maintain ownership of shares of the Company's common stock ("Shares") having a value equal to five times his annual base salary as in effect from time to time. Unvested shares of restricted stock (including without limitation the Initial Restricted Stock, as defined in paragraph 3.5 below) will be credited towards this requirement. The Executive shall be required to obtain the prior approval of the Board of Directors before selling Shares, if the sale would reduce his ownership below this required level, except to the extent the sale is necessary in order to cover the exercise price for exercise of options to acquire Shares ("Options") or taxes due on such exercise or on the vesting of restricted Shares or other awards based on Shares.
ARTICLE 2
TERM AND TERMINATION OF EMPLOYMENT
2.1 Term. Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ the Executive for the period beginning on the Effective Date and ending on the third anniversary of the Effective Date. Except as otherwise provided in paragraph 2.4, beginning with the first anniversary of the Effective Date, said term of employment shall be extended automatically for an additional successive one-year period as of each anniversary date of the Effective Date that occurs while this Agreement is in effect; provided, however, that if, at any time prior to any such anniversary date of the Effective Date, either party shall give written notice to the other that no such automatic extension shall occur, then the Executive's employment shall terminate on the last day of the two-year period beginning on the anniversary date of the Effective Date that next occurs after such notice is given.
2.2 Company's Right to Terminate. Notwithstanding the provisions of paragraph 2.1, the Company shall have the right to terminate the Executive's employment under this Agreement at any time before the expiration of the term provided for in paragraph 2.1, for any of the following reasons:
(i) upon the Executive's death;
(ii) upon the Executive's becoming incapacitated by accident, sickness or other circumstance which renders him mentally or physically incapable of performing the duties and services required of him hereunder on a full-time basis with reasonable accommodation for a period of at least 120 consecutive days or for a period of 180 business days during any twelve-month period ("Disability");
(iii) for "Cause," which for purposes of this Agreement shall mean (A) the Executive's gross negligence, gross neglect or willful misconduct in the performance of the duties required of him hereunder, (B) the Executive's commission of a felony that is expected to result in a material adverse effect on the Company, or (C) the Executive's material breach of any material provision of this Agreement; or
(iv) for any other reason whatsoever, in the sole discretion of the Board of Directors.
A termination of the Executive's employment by the Company pursuant to clause
(iv) above is referred to as a "Without Cause Termination." The termination of
the Executive's employment by the Company pursuant to subclause (A) or (C) of
clause (iii) above shall not be deemed to be for Cause, and will be treated as a
Without Cause Termination, unless the Company has first provided written notice
to the Executive specifically identifying the conduct on which the termination
is based, and the Executive has failed to cure such conduct within 10 business
days after such notice is given. Any termination of the Executive's employment
by the Company for Cause shall be effective only upon delivery to the Executive
of a certified copy of a resolution of the Board of Directors, adopted by the
affirmative vote of a majority of the entire membership of the Board of
Directors (excluding the Executive) following a meeting at which the Executive
was given an opportunity to be heard on at least five business days' advance
notice, finding that the Executive was guilty of the conduct constituting Cause,
and specifying the particulars thereof.
2.3 Executive's Right to Terminate. Notwithstanding the provisions of paragraph 2.1, the Executive shall have the right to terminate his employment under this Agreement at any time before the expiration of the term provided for in paragraph 2.1, for any of the following reasons:
(i) for (A) the Company's assignment to the Executive of any duties inconsistent in any material respect with the positions of President and Chief Executive Officer, or any other action by the Company that results in a material diminution of the Executive's position, duties, or authority, (B) the Company's failure to appoint or reappoint the Executive to the positions of President and Chief Executive Officer or to nominate him for election or re-election to the Board as required by paragraph 1.2, (C) the Company's material breach of any other material provision of this Agreement; (D) the Company's requiring the Executive to be based at any office outside the Woodlands, Texas and Houston, Texas metropolitan areas; or (E) the Company's giving a notice of nonrenewal of the term of employment pursuant to paragraph 2.1 before the Executive's attainment of age 55; provided, however, that, prior to the Executive's termination of employment under any of clauses (A) through (D) of this paragraph 2.3(i), the Executive must give written notice to the Company of any such breach, assignment or failure and
such breach, assignment or failure must remain uncorrected for 10 business days following such written notice; or
(ii) for any other reason whatsoever, in the sole discretion of the Executive.
A termination of the Executive's employment by the Executive pursuant to clause
(i) above is referred to as a "Good Reason Termination."
2.4 Notice of Termination. If the Company or the Executive desires to terminate the Executive's employment hereunder at any time prior to expiration of the term of employment as provided in paragraph 2.1, it or he shall do so by giving written notice to the other party that it or he has elected to terminate the Executive's employment hereunder and stating the effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder, including, without limitation, the provisions of Article 4 hereof. No further renewals of the term of employment under this Agreement shall occur pursuant to paragraph 2.1 after the giving of any such notice.
2.5 Resignations. Notwithstanding any other provision of this Agreement, upon the termination of the Executive's employment for any reason, unless otherwise requested by the Board of Directors, he shall immediately resign from the Board of Directors and from all boards of directors of subsidiaries and affiliates of the Company of which he may be a member. The Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1 Base Salary. During his employment hereunder, the Executive shall receive a minimum annual base salary of $1,100,000. The Compensation Committee of the Board of Directors (the "Compensation Committee") shall review the Executive's annual base salary on an annual basis and may, in its sole discretion, increase, but not decrease, the Executive's annual base salary. The Executive's annual base salary shall be paid in equal installments in accordance with the Company's standard policy regarding payment of compensation to executives but no less frequently than monthly.
3.2 Signing Bonus. On January 2, 2004, the Company shall pay the Executive a signing bonus in the amount of $1,000,000.
3.3 Annual Bonuses. For the 2004 calendar year and subsequent calendar years ending during his employment hereunder, the Executive shall be eligible to receive an annual cash bonus under the Company's Annual Incentive Bonus Plan or a successor plan (the "Bonus Plan"), in an amount determined by the Compensation Committee, based on performance goals established by the Compensation Committee in accordance with the terms of the Plan, and with a target (the "Incentive Target") of not less than 120% of the Executive's annual base salary as in effect at the beginning of the calendar year, but subject to a maximum annual cash bonus of 200% of the Incentive Target (that is, 240% of the annual base salary) for the year.
3.4 Initial Stock Option. On the Effective Date, the Company shall
grant the Executive a non-qualified Option (the "Initial Option") to purchase
250,000 Shares pursuant to the Company's 1999 Stock Incentive Plan (the "SIP").
The purchase price for each Share subject to the Initial Option shall be equal
to the Fair Market Value (as such term is defined in the SIP) of a Share as of
the Effective Date. Subject to the terms of the SIP and paragraphs 7.2 and 7.3
of this Agreement, the Initial Option shall (i) have a ten-year term, (ii)
become exercisable as to half of the Shares subject thereto on the second
anniversary of the Effective Date, and as to the remaining Shares subject
thereto on the fourth anniversary of the Effective Date, provided in each case
that the Executive remains employed by the Company on such anniversary, and
(iii) have other terms and conditions consistent with the normal terms and
conditions on which the Company grants stock options under the SIP to its senior
executives.
3.5 Initial Restricted Stock Awards. The Company shall grant the Executive a restricted stock award under the SIP covering 200,000 Shares (the "Initial Restricted Stock") under the SIP. Subject to the terms of the SIP and paragraphs 7.2 and 7.3 of this Agreement, the Initial Restricted Stock shall vest in four equal installments on each of the first four anniversaries of the Effective Date, provided in each case that the Executive remains employed by the Company on such anniversary.
3.6 Performance Unit Awards. As soon as reasonably practicable after the Effective Date, subject to the approval of of the Compensation Committee, the Executive shall be granted performance units under the SIP (the "Performance Units" and, together with the Initial Option and the Initial Restricted Stock, the "Initial Equity Awards") with the terms and conditions set forth below in this paragraph 3.6 and such other terms and conditions as the Compensation Committee shall approve. The Performance Units shall represent the opportunity to receive 80,000 Shares at the target level of performance, and 160,000 Shares at the maximum level of performance, with half of such amounts to be earned (or forfeited) based upon the Company's total shareholder return from the Effective Date through the second anniversary of the Effective Date and the remaining half to be earned (or forfeited) based upon the Company's total shareholder return from the Effective Date through the fourth anniversary thereof (these two periods being referred to as the "Performance Periods"), provided that the Executive remains employed by the Company through the end of the applicable Performance Period. If the Executive's employment is terminated in a Without Cause Termination or a Good Reason Termination before the end of either or both of the Performance Periods, he shall receive a pro-rata number of Shares, at the target level, in full settlement of the Performance Units for the incomplete Performance Period(s). If a Change of Control, as defined in the SIP, occurs during either or both of the Performance Periods, the Executive shall receive the maximum number of Shares in full settlement of the Performance Units for the incomplete Performance Period(s).
3.7 Adjustments to Initial Equity Awards. Notwithstanding the provisions of paragraphs 3.4, 3.5 and 3.6, if, before the grant of any of the Initial Equity Awards, there occurs an event that results in an adjustment to equity awards generally pursuant Section 4(d) of the SIP, the foregoing requirements for such Initial Equity Awards (including without limitation the number of Shares subject thereto) shall be adjusted accordingly.
3.8 Subsequent Equity Awards. The Initial Equity Awards are intended to represent the Executive's equity awards for the initial two years of his employment by the Company.
Thereafter during his employment hereunder, the Executive shall be eligible for equity awards in accordance with normal competitive pay practices, on a basis no less favorable than the Company's other senior executives, as determined by the Compensation Committee.
3.9 Special Compensation. In recognition of the loss of his entitlement to certain payments from his prior employer that would have become payable to him as of May 1, 2004, the Company will pay the Executive the sum of $5,700,000 (the "Special Payment") on May 1, 2004; provided, that if the Executive's employment is terminated before May 1, 2004 in a Without Cause Termination or a Good Reason Termination or as a result of his death or Disability, the Company shall pay the Special Payment to him or his estate, as applicable, as soon as practicable thereafter; and provided, further, that in the event the Executive's employment terminates for any other reason before May 1, 2004, he will forfeit his right to the Special Payment.
3.10 Special Pension Service Crediting. If the Executive remains employed by the Company at least until the fifth anniversary of the Effective Date, the Executive shall be entitled to a special pension benefit from the Company, such that his aggregate benefits under the Company's Retirement Plan and Retirement Restoration Plan and any successors thereto (collectively, the "Pension Plans"), plus the special pension benefit under this paragraph 3.10, are equal to the aggregate benefits to which he would have been entitled under the Pension Plans, if his years of service with the Company (but not his age) were increased by five plus the number of his actual years of service with the Company in excess of five (if any). The special pension benefit payable under this paragraph 3.10 shall be paid at the same time or times as the Executive's benefit under the Pension Plans.
3.11 Other Benefits. During his employment hereunder, the Executive shall be afforded the following benefits as incidences of his employment:
(i) Business and Entertainment Expenses. Subject to the Company's standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, the Company shall reimburse the Executive for, or pay on behalf of the Executive, reasonable and appropriate expenses incurred by the Executive for business related purposes, including dues and fees to industry and professional organizations and costs of entertainment and business development.
(ii) Vacation. During each year of his employment, the Executive shall be entitled to five weeks of paid vacation in accordance with the Company's vacation policy, as in effect from time to time.
(iii) Employee and Executive Benefits Generally. The Executive shall be eligible for participation in all employee and executive benefits, including without limitation qualified and supplemental retirement, savings and deferred compensation plans, medical and life insurance plans, and other fringe benefits, as in effect from time to time for the Company's most senior executives.
ARTICLE 4
PROTECTION OF INFORMATION
4.1 Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement) (referred to herein as "Confidential Information"). Following the termination of the Executive's employment with the Company for any reason, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this paragraph 4.1 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. Also, within 14 days after the termination of Executive's employment for any reason, the Executive shall return to Company all documents and other tangible items containing Company information which are in the Executive's possession, custody or control.
4.2 Remedies. The Executive acknowledges that money damages would not be sufficient remedy for any breach of this Article by the Executive, and the Company shall be entitled to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article, but shall be in addition to all remedies available at law or in equity to the Company, including the recovery of damages from the Executive and his agents involved in such breach and remedies available to the Company pursuant to this and other agreements with the Executive.
ARTICLE 5
NONCOMPETITION AND NONSOLICITATION
5.1 In General. As part of the consideration for the compensation and benefits to be paid to the Executive hereunder; to protect the trade secrets and confidential information of the Company and its affiliates that have been and will in the future be disclosed or entrusted to the Executive, the business good will of the Company and its affiliates that has been and will in the future be developed in the Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to the Executive by the Company and its affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and the Executive agree to the noncompetition and the nonsolicitation obligations hereunder.
5.2 Noncompetition. The Executive shall not, directly or indirectly for the Executive or for others, in any geographic area or market where the Company or any of its affiliates are conducting any business or have during the previous twelve months conducted such business:
(i) engage in any business competitive with the oil and gas exploration and production business activity conducted by the Company and its affiliates (the "Business"); or
(ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the Business.
For these purposes, if less than 33% of the revenues of any business is derived from activities competitive with the Business, the first business shall not be considered to be competitive with the Business. These noncompetition obligations shall apply (A) during the period that the Executive is employed by the Company, (B) except as provided in the next sentence, during the one-year period after a Without Cause Termination or a Good Reason Termination, and (C) if the Executive terminates his employment with the Company other than in a Good Reason Termination within two years after the Effective Date, during the one-year period commencing on the date of the Executive's termination of employment. If there occurs a Without Cause Termination or a Good Reason Termination and the Executive provides the Company with a written waiver of his right to receive the Severance Payment and the Pension Credit provided for as part of his Termination Benefits (as those terms are defined in paragraph 7.2), then these noncompetition obligations shall immediately cease to apply.
5.3 Nonsolicitation. The Executive shall not, directly or indirectly for the Executive or for others, in any geographic area or market where the Company or any of its affiliates are conducting any business or have during the previous twelve months conducted such business, induce any employee of the Company or any of its affiliates to terminate his or her employment with the Company or such affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with the Company, unless such employee has terminated employment with the Company and its affiliates before such solicitation. These nonsolicitation obligations shall apply during the period that the Executive is employed by the Company and during the one-year period commencing on the date of the Executive's termination of employment for any reason. Notwithstanding the foregoing, the provisions of this paragraph 5.3 shall not restrict the ability of the Company to take actions with respect to the employment or the termination of employment of any of its employees, or for the Executive to participate in any such actions in his capacity as an officer of the Company.
5.4 Enforcement and Remedies. The Executive acknowledges that money damages would not be sufficient remedy for any breach of this Article by the Executive, and the Company shall be entitled to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article, but shall be in addition to all remedies available at law or in equity to the Company, including without limitation, the recovery of damages from the Executive and the Executive's agents involved in such breach and remedies available to the Company pursuant to this and other agreements with the Executive.
5.5 Reformation. It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Article to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
ARTICLE 6
STATEMENTS CONCERNING COMPANY
6.1 In General. The Executive and the Company and its affiliates shall refrain from any criticisms or disparaging comments about each other or in any way relating to the Executive's employment or separation from employment; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by the Company or any of its affiliates or the Executive to any state or federal law enforcement agency or require notice to the Company or the Executive thereof, and none of the Executive, the Company or any of its affiliates will be in breach of the covenant contained above solely by reason of testimony or disclosure which is compelled by applicable law or regulation or process of law. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law.
ARTICLE 7
EFFECT OF TERMINATION ON COMPENSATION
7.1 By Expiration. If the Executive's employment hereunder shall terminate upon expiration of the term provided in paragraph 2.1 hereof, then all compensation and all benefits to the Executive hereunder shall terminate contemporaneously with termination of his employment except to the extent this Agreement or any plan or arrangement of the Company provides for vested benefits or continuation of benefits beyond termination of employment.
7.2 By the Company. If the Executive's employment hereunder shall be terminated by the Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to the Executive hereunder shall terminate contemporaneously with the termination of such employment, except to the extent this Agreement or any plan or arrangement of the Company provides for vested benefits or continuation of benefits beyond termination of employment; provided, however, that in the event of a Without Cause Termination, the Company shall provide the Executive with the Termination Benefits, except as provided in the last sentence of paragraph 5.2. For purposes of this Agreement, the term "Termination Benefits" shall mean the following: (i) the Company shall pay the Executive, in a single lump sum in cash (the "Severance Payment") within five business days after the date of the termination of his employment, the base salary, at the rate then in effect pursuant to paragraph 3.1, that he would have been entitled to receive if he had remained employed for the unexpired portion of the term set forth in paragraph 2.1, as in effect immediately before the Executive's termination (the "Remaining Term"); (ii) the Initial Option and any other Options that may have been granted to the Executive, to the extent then outstanding, shall be vested in full upon the Executive's termination of employment and shall remain exercisable thereafter for the period provided pursuant to the terms thereof, which period shall not be less than twelve months (but in no event shall any Option be exercisable after the expiration of its full original term); (iii) any portion of the Initial Restricted Stock and any other restricted Shares that may have been granted to the Executive that have not yet vested shall vest in full upon the Executive's termination of employment; (iv) within five business days after the date of the Executive's termination of employment, the Company shall pay to the Executive a lump sum cash payment equal to the product of the Executive's Incentive Target set forth in
paragraph 3.3 multiplied by the Executive's annual base salary at the time of such termination prorated for the number of months in the performance year of the Executive's termination of employment that have elapsed prior to such termination; (v) the Executive shall be treated, for purposes of determining his years of service for, and his right to receive (but not the timing of his receipt of) his special pension benefit under paragraph 3.10, as having remained employed for the Remaining Term (the "Pension Credit"); and (vi) during the period, if any (but in no event for more than 18 months after the date of the Executive's termination of employment), that the Executive elects to continue coverage for himself and any of his eligible dependents under the Company's group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Executive's premiums for such coverage shall be no greater than that charged by the Company generally to its active executive employees for coverage under such plans.
7.3 By Executive. If the Executive's employment hereunder shall be terminated by the Executive prior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to the Executive hereunder shall terminate contemporaneously with the termination of such employment, except to the extent this Agreement or any plan or arrangement of the Company provides for vested benefits or continuation of benefits beyond termination of employment; provided, however, that if such termination shall be a Good Reason Termination, then the Company shall provide the Executive with the Termination Benefits, except as provided in the last sentence of paragraph 5.2.
7.4 No Duty to Mitigate Losses. The Executive shall have no duty to find new employment following the termination of his employment under circumstances which require the Company to provide the Termination Benefits to the Executive pursuant to this Article 7. Any salary or remuneration received by the Executive from a third party for the providing of personal services (whether by employment or by functioning as an independent contractor) following the termination of his employment shall not reduce the Company's obligation (if any) to provide the Termination Benefits (or the amount of such benefits) pursuant to the terms of this Article 7. Notwithstanding the preceding sentence, if, and to the extent that, following the termination of his employment under circumstances pursuant to which this Article 7 apply, the Executive becomes entitled to receive benefits from a third party that are comparable to the Termination Benefits set forth in paragraph 7.2(vi), the Company's obligation to provide such Termination Benefits to the Executive shall cease.
7.5 Liquidated Damages. In light of the difficulties in estimating the damages for an early termination of this Agreement, the Company and the Executive hereby agree that the Termination Benefits, if any, to be received by the Executive pursuant to this Article 7 shall be received by the Executive as liquidated damages.
7.6 Incentive and Deferred Compensation. This Agreement governs the rights and obligations of the Executive and the Company with respect to the Executive's base salary and certain perquisites of employment. Except as expressly provided herein, the Executive's rights and obligations both during the term of his employment and thereafter with respect to stock options, restricted stock, incentive and deferred compensation, life insurance policies insuring the life of the Executive, and other benefits under the plans and programs maintained by the
Company shall be governed by the separate agreements, plans and other documents and instruments governing such matters. Without limiting the scope of the preceding sentence, the Executive acknowledges that he has no right to grants of stock options or restricted stock either under the stock plans maintained by the Company or otherwise other than (i) as provided in paragraphs 3.4, 3.5, 3.6, 3.7 and 3.8 hereof or (ii) in the discretion of the Compensation Committee or the Board of Directors.
ARTICLE 8
MISCELLANEOUS
8.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered, when delivered by facsimile with printed confirmation, or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company: Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380 Attention: Vice President, General Counsel If to the Executive to: James T. Hackett Houston, Texas 77019 |
or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.
8.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas.
8.3 No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time, except as specifically provided in the last sentence of paragraph 5.2.
8.4 Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.
8.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.
8.6 Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to the Company's employees generally.
8.7 Headings. The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.
8.8 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.
8.9 Affiliate. As used in this Agreement, the term "affiliate" shall mean any entity which owns or controls, is owned or controlled by, or is under common ownership or control with, the Company.
8.10 Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, by merger or otherwise. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party.
8.11 Term. Except as provided in paragraphs 8.13 and 8.15 below: (a) this Agreement has a term co-extensive with the term of employment provided in paragraph 2.1; (b) termination of this Agreement shall not affect any right or obligation of any party which is accrued or vested prior to such termination; and (c) without limiting the scope of the foregoing clause (b), the provisions of Articles 4, 5, 6 and 7 shall survive any termination of the employment relationship and/or of this Agreement.
8.12 Entire Agreement. Except as provided in paragraph 8.13 below, the written benefit plans and programs and agreements referenced in Article 3 or any signed written agreement contemporaneously or hereafter executed by the Company and the Executive, this Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of the Executive by the Company. Without limiting the scope of the preceding sentence, all prior understandings and agreements among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.
8.13 Change of Control Agreement. As soon as practicable after the
execution of this Agreement, the Company and the Executive shall enter into a
Key Employee Change of Control Agreement (the "Change of Control Agreement"),
which shall be in the Company's standard form thereof except that it shall
incorporate the provisions of paragraphs 3.6, 3.9, 3.10 and 8.15 hereof and the
severance benefits thereunder shall include those described in clauses (ii),
(iii) and (v) of the definition of Termination Benefits contained in paragraph
7.2 hereof. Notwithstanding any other provision of this Agreement, this
Agreement shall terminate and be of no further force or effect upon the
Effective Date of the Change of Control Agreement.
8.14 Representation By Executive. The Executive hereby represents and warrants to the Company that, as of the Effective Date and as of the date of execution of this Agreement, he is not a party to any employment or other agreement with any third party which would preclude him from accepting employment with the Company and performing his obligations under this Agreement.
8.15 Indemnification. The Company agrees to indemnify the Executive with respect to any acts or omissions he may commit during the period during which he is an officer, director and/or employee of the Company or any affiliate thereof, and to provide him with coverage under any directors' and officers' liability insurance policies, in each case on terms not less favorable than those provided to any of its other directors and officers as in effect from time to time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and date first above written, to be effective as of the Effective Date.
ANADARKO PETROLEUM CORPORATION
EXHIBIT 10(b)(xxxiii)
RETIREMENT BENEFIT AGREEMENT
This Retirement Benefit Agreement ("Agreement"), effective July 1, 2003, is made and entered into by Robert J. Allison, Jr. referred to as "Employee" and Anadarko Petroleum Corporation ("Anadarko" or the "Company").
WHEREAS, as a result of the Employee's agreement to continue with the Company as Chairman, CEO and President, the Employee and Company agree to the following:
1. MINIMUM RETIREMENT BENEFIT. If the Employee remains employed with the Company beyond July 1, 2003, then, when he is otherwise eligible for and elects to receive retirement benefits under the Anadarko Retirement Plan (the "Basic Plan") and, if applicable, the Anadarko Retirement Restoration Plan (the "Restoration Plan") (collectively, the "Plans"), he shall be entitled to receive retirement benefits equal to the greater of (a) the benefits calculated under the Plans as of the date of his actual retirement (the "Actual Retirement Benefit") or, (b) the retirement benefits which would have been payable to him under the Plans, calculated as if he had retired on July 1, 2003 (the "2003 Retirement Benefit"). If the Employee's ultimate retirement benefits are payable under (b) above, then the difference between the 2003 Retirement Benefit and the Actual Retirement Benefit will be paid from the Restoration Plan. For purposes of calculating the Plans' lump sum benefit under (b) above, the Plans' lump sum factor in effect as of July 1, 2003, based on the Employee's age as of that date, will be utilized.
If the Employee remains employed with the Company beyond July 1, 2003 and dies before he is otherwise eligible for and elects to receive retirement benefits under the Plans, then any survivor benefits payable under the Plans will be calculated as described in the immediately preceding paragraph, provided that any survivor benefits payable from the Restoration Plan will be paid in the form of a lump sum.
2. LIFE INSURANCE BENEFIT. The Company agrees to keep in force, until the Employee's retirement date, the following split dollar life insurance policies on the life of the Employee: (i) policy number 2102747 with Security Life of Denver and (ii) policy number C01600001 with Sun Life Financial. Effective July 1, 2003, the Company will also enroll the Employee under the Company's Management Life Insurance Plan ("MLIP"), as restated on November 1, 2002, and provide the Employee with additional life insurance protection as provided under the MLIP. In addition, beginning in the calendar year 2003, the Company agrees to gross-up the taxes applicable to the Employee as a result of any imputed income from the insurance coverage provided under the split dollar life insurance policies.
3. GOVERNING LAW. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas without regard to principles of conflict of law.
4. DEFINED TERMS. Any terms defined in any provision herein, shall have equal meaning when used in any other provision of this Agreement.
5. ENTIRE AGREEMENT. This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.
6. MODIFICATIONS. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.
7. SUCCESSOR CLAUSE. As used herein, Anadarko or the Company means Anadarko Petroleum Corporation or any successor.
ANADARKO PETROLEUM CORPORATION
EMPLOYEE
[ANADARKO PETROLEUM CORPORATION LOGO]
EXHIBIT 10(b)(xxxiv)
February 16, 2004
Mr. Robert J. Allison, Jr.
Houston, Texas 77069
Dear Mr. Allison,
In recognition of your past and continued contributions to Anadarko Petroleum Corporation (the "Company"), effective with your retirement as an employee, the Company agrees to provide you with the benefits as set forth in this Letter Agreement.
1. Office Space.
a. Term. The Company will provide you with an office for your use during your lifetime. You may terminate this agreement at anytime at your election
b. Office Space. Except as may otherwise be provided herein, you will have access to and the use of your current office located in the Anadarko Tower. The Chief Executive Officer ("CEO") of the Company may relocate your office, in his sole discretion, however, in the event of your relocation, you will be provided with office space comparable in size to the office you occupy as of the date of this Letter Agreement in the Anadarko Tower, subject to availability. If the Company is not able to provide you with office space in the Anadarko Tower, you will be provided with office space comparable in size to the office you currently occupy as of the date of this Letter Agreement, as provided below.
c. Relocation. In the event the CEO determines that it is necessary to relocate your office or if there is a change of control of the Company, the surviving company may relocate your office from the Anadarko Tower to Class A office space within 25 miles of one of your residences, at your election. The size of the office space provided shall be comparable in size to the office you occupy as of the date of this Letter Agreement. If Class A office space is not available within 25 miles of the residence you choose, the Company will either furnish office space at the highest class property available within 25 miles of your residence or furnish Class A office space beyond the 25 mile limit, as you may decide.
d. Secretarial Assistance. At all times during which the Company provides you with office space, the Company will also provide you with full-time secretarial assistance.
Mr. Robert J. Allison, Jr.
February 16, 2004
e. Furnishings. The furniture currently located in your office may be used in any office provided by the Company. In the event your office is relocated, the Company will move the furniture, at the Company's sole expense.
f. Utilities. In the event you are relocated to office space outside the Anadarko Tower, without regard to the reason for such relocation, the Company will also pay the utilities expense for such space including the costs to connect your computer to the internet.
2. Aircraft.
a. Term and Usage. The Company will provide you, during your lifetime, with the use of the Company's aircraft or an alternative aircraft for up to 200 hours annually. Such annual usage is non-cumulative and unused hours may not be carried forward to a subsequent year. In the event the Company no longer maintains aircraft, the Company will provide you with an annual payment sufficient to allow you to secure comparable aircraft usage on terms and conditions similar to those set forth in this Letter Agreement.
b. Notice. The Company requests that you provide at least 30 days advance notice to the Company regarding dates of intended usage and travel plans. You agree to make best efforts to provide such 30 days notice, but this will not be a requirement or condition to your usage of the aircraft. Notices may be made either in writing or verbally to such individuals as the Company may designate.
c. Income Tax. You will be responsible for all income tax costs associated with the imputation of income for personal usage of the Company's aircraft. These costs will be calculated in accordance with the IRS regulations regarding the personal usage of a company's aircraft.
3. Other Services. During your lifetime, the Company will pay the cost for a monitored security system for your residence currently in Houston, Texas or, at your election, at another of your residences located in the United States, comparable to the security system currently in place at your home at the address set forth above.
This Letter Agreement is personal to you and may not be assigned in whole or in part without your consent and shall be binding on the part of the Company and/or its successors. Also, this Letter Agreement reflects our entire agreement regarding this matter and all prior correspondence, agreements or understandings, whether written or oral, with respect hereto, are merged into and superseded by this Letter Agreement.
Mr. Robert J. Allison, Jr.
February 16, 2004
If you agree with the matters set forth above, please execute this Letter Agreement in the space provided.
Sincerely,
/s/ Richard A. Lewis ---------------------------------- Richard A. Lewis Vice President, Human Resources Anadarko Petroleum Corporation |
Accepted and Agreed:
/s/ Robert J. Allison, Jr. ---------------------------------- Robert J. Allison, Jr. Chairman of the Board Anadarko Petroleum Corporation |
EXHIBIT 10(b)(xliii)
FIRST AMENDMENT TO
ANADARKO PETROLEUM CORPORATION
MANAGEMENT LIFE INSURANCE PLAN
WHEREAS, Anadarko Petroleum Corporation ("Anadarko") has heretofore adopted the Anadarko Petroleum Corporation Management Life Insurance Plan (the "Plan"); and
WHEREAS, Anadarko desires to amend the Plan;
NOW, THEREFORE, the Plan shall be amended as follows:
1. Effective June 30, 2003, the following definition under
Section 2.01 (13) shall be replaced in its entirety:
"(13) RETIREE: A former Employee who became a Participant in the Plan on or before June 30, 2003 and who at the time of his retirement from the Company is at least 55 years of age with at least 10 years of service with the Company, and who is eligible to participate in the Company's retiree medical and dental plans upon their retirement."
2. Effective June 30, 2003, the following language shall be added to the end of Section 3.03:
"This provision is only effective for Employee who became Participants in the Plan on or before June 30, 2003."
3. Effective January 1, 2003, Section 4.04 shall be replaced in its entirety with the following:
"4.04 BENEFIT CLAIMS PROCEDURES. Claims for benefits and reviews of Plan benefit claims which have been denied or modified are to be processed in accordance with the most recent written Plan claims procedures established by the Plan Administrator and adopted by the Company, which procedures are hereby incorporated by reference as part of the Plan."
4. As amended hereby, the Plan is specifically ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this 3rd day of September, 2003.
ANADARKO PETROLEUM CORPORATION
EXHIBIT 10(b)(xlviii)
ANADARKO PETROLEUM CORPORATION 1201 LAKE ROBBINS DRIVE, THE WOODLANDS,
TEXAS 77380
P.O. BOX 1330 HOUSTON, TX 77251-1330 USA
PH: 832-636-1000
(ANADARKO PETROLEUM CORPORATION LOGO)
April 16, 2003
John N. Seitz
RE: Letter Agreement for Medical/Dental Benefits
Dear John,
This letter serves as an agreement between Anadarko Petroleum
Corporation ("Anadarko" or "Company") and John N. Seitz ("Employee") to assist
Employee in securing medical and dental benefits as provided for under Sections
3 (b) of the Termination Agreement between Anadarko and Employee dated April 16,
2003.
Under the terms of the Anadarko Medical and Dental Plan ("Plan"), the Employee can elect medical and dental benefits under the Plan by paying the applicable COBRA rates for the coverage, as determined by Anadarko from time to time, until the first of the month following the date Employee turns age 55. On the first of the month following the date Employee is age 55, Employee is eligible to elect retiree coverage under the Plan, if available, based on the rates in effect, as determined by the Company, and subject to change from time to time.
While the Employee is covered under Sections 3 (b) of the Agreement, and for such time that Employee qualifies for coverage under the Plan, Anadarko will pay to Employee each month an amount equal to the difference between the monthly COBRA rate he is required to pay for his and his current dependents' Plan coverage and the monthly rate he would have paid for such coverage as an active employee of the Company. This monthly payment will be "grossed-up" for federal taxes and any Medicare taxes due based on the highest federal tax rate in effect for the year of payment.
This letter agreement will remain in effect until the earlier to occur of i) Employee is no longer eligible for benefits under Section 3 (b) of the Agreement or ii) Employee is no longer eligible for coverage under the Plan. In the event ii) occurs, the Company will continue to provide the benefits under Sections 3 (b) of the Agreement under a different arrangement to be determined at that time.
Enclosed are two copies of this letter agreement. Please indicate your agreement with this letter by signing below and returning one copy to my attention. If you have any questions regarding the benefits outlined in this letter, feel free to call either Cathy Atkins (832-636-2751) or me.
Sincerely,
Charles G. Manley Executive Vice President, Administration
I agree to the terms outlined in this letter:
EXHIBIT 12
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF COMPUTATION OF RATIOS OF
EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
FIVE YEARS ENDED DECEMBER 31, 2003
Years Ended December 31 ------------------------------------------------------------- millions except ratio amounts 2003 2002 2001 2000 1999 -------- -------- -------- -------- -------- Gross Income (Loss) $ 2,227 $ 1,410 $ (298) $ 1,519 $ 179 Rentals 10 14 14 16 11 -------- -------- -------- -------- -------- Earnings (Loss) 2,237 1,424 (284) 1,535 190 -------- -------- -------- -------- -------- Gross Interest Expense 374 358 301 193 96 Rentals 10 14 14 16 11 -------- -------- -------- -------- -------- Fixed Charges $ 384 $ 372 $ 315 $ 209 $ 107 -------- -------- -------- -------- -------- Preferred Stock Dividends 8 9 11 17 17 -------- -------- -------- -------- -------- Combined Fixed Charges and Preferred Stock Dividends $ 392 $ 381 $ 326 $ 226 $ 124 -------- -------- -------- -------- -------- Ratio of Earnings to Fixed Charges 5.83 3.83 n/m 7.35 1.77 -------- -------- -------- -------- -------- Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 5.71 3.74 n/m 6.80 1.53 -------- -------- -------- -------- -------- |
n/m - not meaningful
As a result of the Company's net loss in 2001, Anadarko's earnings did not cover fixed charges by $599 million and did not cover combined fixed charges and preferred stock dividends by $610 million.
These ratios were computed by dividing earnings by either fixed charges or combined fixed charges and preferred stock dividends. For this purpose, earnings include income before income taxes and fixed charges. Fixed charges include interest and amortization of debt expenses and the estimated interest component of rentals. Preferred stock dividends are adjusted to reflect the amount of pretax earnings required for payment.
.
.
.
EXHIBIT 13
FIVE YEAR FINANCIAL HIGHLIGHTS *
% change dollars in millions, except per share amounts 2003 2003-2002 2002 2001 2000 1999 ----------------------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- Revenues $ 5,122 33 $ 3,845 $ 4,718 $ 2,911 $ 748 Operating Income (Loss) 2,208 57 1,410 (363) 1,352 175 Net Income (Loss) Available to Common Stockholders before Change in Accounting Principle 1,240 50 825 (183) 813 32 Net Income (Loss) 1,287 56 825 (188) 796 32 Net Cash Provided by Operating Activities $ 3,043 39 $ 2,196 $ 3,321 $ 1,536 $ 318 Per Common Share: Net Income (Loss) - Basic $ 5.16 55 $ 3.32 $ (0.75) $ 4.32 $ 0.25 Net Income (Loss) - Diluted $ 5.09 59 $ 3.21 $ (0.75) $ 4.16 $ 0.25 Dividends $ 0.44 35 $ 0.325 $ 0.225 $ 0.20 $ 0.20 Average Shares Outstanding - Basic 250 1 248 250 184 125 Average Shares Outstanding - Diluted 253 (3) 260 250 193 126 Capital Expenditures $ 2,792 17 $ 2,388 $ 3,316 $ 1,708 $ 680 ---------- ---------- ---------- ---------- ---------- ---------- Total Debt $ 5,058 (8) $ 5,471 $ 5,050 $ 3,984 $ 1,443 Stockholders' Equity 8,599 23 6,972 6,365 6,786 1,535 Total Assets $ 20,546 13 $ 18,248 $ 16,771 $ 16,590 $ 4,098 ---------- ---------- ---------- ---------- ---------- ---------- Annual Sales Volumes: Gas (Bcf) 643 -- 642 695 385 170 Oil and Condensate (MMBbls) 67 (11) 75 68 36 15 NGLs (MMBbls) 17 13 15 15 12 7 Total Barrels of Oil Equivalent (MMBOE) 192 (3) 197 199 112 50 ---------- ---------- ---------- ---------- ---------- ---------- Average Daily Sales Volumes: Gas (MMcf/d) 1,762 -- 1,760 1,904 1,052 465 Oil and Condensate (MBbls/d) 184 (10) 205 186 98 40 NGLs (MBbls/d) 47 15 41 42 33 18 Total Barrels of Oil Equivalent (MBOE/d) 525 (3) 539 546 306 135 ---------- ---------- ---------- ---------- ---------- ---------- Oil Reserves (MMBbls) 1,226 8 1,131 1,132 1,046 573 Gas Reserves (Tcf) 7.7 8 7.2 7.0 6.1 2.5 Total Reserves (MMBOE) 2,513 8 2,328 2,305 2,061 991 ---------- ---------- ---------- ---------- ---------- ---------- Worldwide Finding Cost ($/BOE)** $ 6.95 (34) $ 10.52 $ 8.53 $ 7.19 $ 4.87 Worldwide Reserve Replacement (% of Production) 196% 75 112% 221% 1,059% 213% ---------- ---------- ---------- ---------- ---------- ---------- Number of Employees 3,500 (8) 3,800 3,500 3,500 1,400 ---------- ---------- ---------- ---------- ---------- ---------- |
* Consolidated for Anadarko Petroleum Corporation and its subsidiaries. Certain amounts for prior years have been reclassified to conform to the current presentation.
** Worldwide finding costs are calculated by dividing worldwide finding and development costs by the worldwide reserve additions, including revisions and excluding sales in place. Finding and development costs exclude asset retirement costs and include actual asset retirement expenditures.
Table of Measures Bcf - Billion cubic feet MMBbls - Million barrels BOE - Barrels of oil equivalent MMBOE - Million barrels of oil equivalent MBbls/d - Thousand barrels per day MMcf/d - Million cubic feet per day MBOE/d - Thousand barrels of oil equivalent per day Tcf - Trillion cubic feet |
STOCKHOLDER INFORMATION
The common stock of Anadarko Petroleum Corporation is traded on the New York Stock Exchange. Average daily trading volume was 2,358,000 shares in 2003, 1,793,000 shares in 2002 and 2,726,000 shares in 2001. The ticker symbol for Anadarko is APC and daily stock reports published in local newspapers carry trading summaries for the Company under the headings Anadrk or AnadrkPete. The following shows information regarding the closing market price of and dividends paid on the company's common stock by quarter for 2003 and 2002.
FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER ---------- ---------- ---------- ---------- 2003 Market Price High $ 48.87 $ 49.95 $ 45.05 $ 51.29 Low $ 42.24 $ 44.17 $ 40.49 $ 41.35 Dividends $ 0.100 $ 0.100 $ 0.100 $ 0.140 2002 Market Price High $ 58.29 $ 58.01 $ 49.22 $ 49.92 Low $ 46.85 $ 46.86 $ 38.00 $ 42.13 Dividends $ 0.075 $ 0.075 $ 0.075 $ 0.100 |
EXHIBIT 21
LIST OF SIGNIFICANT SUBSIDIARIES
Anadarko E&P Company LP
a Delaware limited partnership,
Anadarko Holding Company
a Utah corporation,
Anadarko Canada Resources
an Alberta partnership,
Anadarko Land Corp.
a Nebraska corporation,
Anadarko Algeria Company, LLC
a Delaware limited liability company,
Anadarko Energy Services Company
a Delaware corporation,
APC Venezuela, S.R.L.
a Venezuela limited liability company,
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Anadarko Petroleum Corporation:
We consent to the incorporation by reference in the following registration statements of Anadarko Petroleum Corporation of our report dated January 30, 2004, with respect to the consolidated balance sheets of Anadarko Petroleum Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, stockholders' equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K of Anadarko Petroleum Corporation:
(a) Forms S-8 and S-3, Anadarko Employee Savings Plan (No. 33-8643).
(b) Forms S-8 and S-3, Anadarko Petroleum Corporation 1987 Stock Option Plan (No. 33-22134).
(c) Forms S-8 and S-3, Anadarko Petroleum Corporation 1988 Stock Option Plan for Non-Employee Directors (No. 33-30384).
(d) Form S-8, Anadarko Petroleum Corporation 1993 Stock Incentive Plan (No. 33-54485).
(e) Form S-3, Anadarko Petroleum Corporation Dividend Reinvestment and Stock Purchase Plan (No. 333-65915, No. 333-88147 and No. 333-103102).
(f) Form S-8, Anadarko Petroleum Corporation 1998 Director Stock Incentive Plan (No. 333-78301).
(g) Form S-8, Anadarko Petroleum Corporation 1999 Stock Incentive Plan (No. 333-78303).
(h) Form S-3, Anadarko Petroleum Corporation Registration Statement for $650 million of Zero Yield Puttable Contingent Debt Securities (No. 333-60496).
(i) Form S-3, Anadarko Petroleum Corporation Registration Statement for $1 billion of Debt Securities, Preferred Stock, Depository Shares, Common Stock, Warrants, Purchase Contracts and Purchase Units (No. 333-86356).
Our report refers to changes in accounting for asset retirement obligations and stock-based compensation in 2003, goodwill in 2002 and derivative instruments in 2001.
/s/ KPMG LLP Houston, Texas March 2, 2004 |
EXHIBIT 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
The Board of Directors
Anadarko Petroleum Corporation:
We consent to the inclusion in the Anadarko Petroleum Corporation annual report on Form 10-K for the year ended December 31, 2003 and the incorporation by reference in the following registration statements of Anadarko Petroleum Corporation of our report dated January 21, 2004, relating to our review of the procedures and methods used by Anadarko Petroleum Corporation in preparing its estimates of proved reserves and future revenue for certain oil and gas properties, as of December 31, 2003.
(a) Forms S-8 and S-3, Anadarko Employee Savings Plan (No. 33-8643).
(b) Forms S-8 and S-3, Anadarko Petroleum Corporation 1987 Stock Option Plan (No. 33-22134).
(c) Forms S-8 and S-3, Anadarko Petroleum Corporation 1988 Stock Option Plan for Non-Employee Directors (No. 33-30384).
(d) Form S-8, Anadarko Petroleum Corporation 1993 Stock Incentive Plan (No. 33-54485).
(e) Form S-3, Anadarko Petroleum Corporation Dividend Reinvestment and Stock Purchase Plan (No. 333-65915, No. 333-88147 and No. 333-103102).
(f) Form S-8, Anadarko Petroleum Corporation 1998 Director Stock Incentive Plan (No. 333-78301).
(g) Form S-8, Anadarko Petroleum Corporation 1999 Stock Incentive Plan (No. 333-78303).
(h) Form S-3, Anadarko Petroleum Corporation Registration Statement for $650 million of Zero Yield Puttable Contingent Debt Securities (No. 333-60496).
(i) Form S-3, Anadarko Petroleum Corporation Registration Statement for $1 billion of Debt Securities, Preferred Stock, Depository Shares, Common Stock, Warrants, Purchase Contracts and Purchase Units (No. 333-86356).
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ J. CARTER HENSON, JR. ------------------------------------ J. Carter Henson, Jr. Senior Vice President Houston, Texas February 12, 2004 |
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director of ANADARKO PETROLEUM CORPORATION (the "Company"), a Delaware corporation, does hereby constitute and appoint JAMES R. LARSON, DIANE L. DICKEY, and SUZANNE SUTER, and each of them, his true and lawful attorney and agent to do any and all acts and things and execute any and all instruments which, with the advice of Counsel, said attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the filing under said Act of the Form 10-K Annual Report for the Year Ended December 31, 2003, including specifically, but without limitation thereof, to sign his name as a Director of the Company to the Form 10-K Annual Report for the Year Ended December 31, 2003 filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, or in connection with, said Form 10-K Annual Report for the Year Ended December 31, 2003 or amendment thereto; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this 3rd day of March, 2004.
/s/ ROBERT J. ALLISON, JR. /s/ JAMES T. HACKETT ----------------------------------- ------------------------------------ Robert J. Allison, Jr. James T. Hackett /s/ CONRAD P. ALBERT /s/ LARRY BARCUS ----------------------------------- ------------------------------------ Conrad P. Albert Larry Barcus /s/ JAMES L. BRYAN /s/ JOHN R. BUTLER, JR. ----------------------------------- ------------------------------------ James L. Bryan John R. Butler, Jr. /s/ PRESTON M. GEREN III /s/ JOHN R. GORDON ----------------------------------- ------------------------------------ Preston M. Geren III John R. Gordon /s/ JOHN W. PODUSKA, SR. ----------------------------------- John W. Poduska, Sr. |
EXHIBIT 31
CERTIFICATIONS
I, James T. Hackett, certify that:
1. I have reviewed this annual report on Form 10-K 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(s) 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)) 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) 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
c) 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(s) 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 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.
Date: March 3, 2004
CERTIFICATIONS
I, James R. Larson, certify that:
1. I have reviewed this annual report on Form 10-K 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(s) 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)) 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) 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
c) 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(s) 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 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.
Date: March 3, 2004
EXHIBIT 32
SECTION 1350 CERTIFICATION OF PERIODIC REPORT
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, James T. Hackett, President and Chief Executive Officer of Anadarko Petroleum Corporation (Company) and James R. Larson, Senior Vice President, Finance and Chief Financial Officer of the Company, certify that:
(1) the Annual Report on Form 10-K of the Company for the period ending December 31, 2003, 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 result of operations of the Company.
March 3, 2004 -s- JAMES T. HACKETT ------------------------------------------------ James T. Hackett President and Chief Executive Officer March 3, 2004 -s- JAMES R. LARSON ------------------------------------------------ James R. Larson Senior Vice President, Finance and Chief Financial Officer |
This certification is made solely pursuant to 18 U.S.C. Section 1350, and not
for any other purpose. A signed original of this written statement required by
Section 906 will be retained by Anadarko and furnished to the Securities and
Exchange Commission or its staff upon request.
EXHIBIT 99.1
LETTERHEAD
January 21, 2004
Mr. Randall L. Couch
Anadarko Petroleum Corporation
1201 Lake Robbins Drive
The Woodlands, Texas 77380
Dear Mr. Couch:
In accordance with your request, we have completed a review of the procedures and methods used by Anadarko Petroleum Corporation (Anadarko) in preparing its estimates of proved reserves and future revenue for certain oil and gas properties, as of December 31, 2003. These reserve and future revenue estimates were prepared by Anadarko's internal technical staff.
The opinions expressed herein are based on our involvement as a member of Anadarko's Reserve Review Team and our exposure to Anadarko's reserve estimating process. As a member of the Reserve Review Team, we met with Anadarko personnel and reviewed the geologic and engineering methodologies used as well as the resulting reserve estimates prepared by Anadarko for certain fields identified by designated screening criteria. In total, 10 separate reserve review meetings were conducted in Anadarko's offices in The Woodlands, Texas; Calgary, Alberta; and Uxbridge, England. The meetings ranged in duration from 2 to 7 hours each. The United States properties reviewed included the Vernon Field Area located in Louisiana; the Marco Polo/K2 Prospect and the major Hess Acquisition properties in the Gulf of Mexico; the Carthage Field Area, the Haley Field, and the Austin Chalk properties in Texas; and the Monell Unit and the Salt Creek Field in Wyoming. In Canada, the top 10 field areas and other significant properties were reviewed comprising approximately 80 percent of Anadarko's reserves in Canada. For Algeria, we received an overview of Anadarko's concession as well as a detailed technical review of the HBNS Field, the largest of the producing fields in Algeria. We also reviewed the key provisions of the services contract for the Oritupano-Leona Block in Venezuela. It is our understanding that the properties reviewed represent approximately 50 percent of the total proved reserves of Anadarko; and, that in the course of these meetings we reviewed approximately 70 percent of the 2003 projected reserve additions.
The goal of this review was to verify that the reserve estimates were prepared in accordance with the guidelines and definitions of the Securities and Exchange Commission (SEC) using generally accepted engineering and evaluation principles; and to determine, for the properties reviewed, the reasonableness of Anadarko's methods, procedures, and estimates. The reviews focused on the reserve determination methodologies and the data used in preparing these estimates. The available data reviewed included, but were not limited to, seismic data, structure and isopach maps, well logs, production tests, material balance calculations, reservoir simulation models, reservoir pressures, individual well and field performance data, individual well and field projections, offset performance data, operating expenses, capital costs, and product prices.
The reviews were sufficient to determine that the general methods and procedures used by Anadarko in the reserve estimation process are reasonable. In our opinion, the estimates for those properties reviewed appear reasonable and have been prepared in accordance with SEC guidelines and definitions using generally accepted petroleum engineering and evaluation principles.
It should be understood that this is a review of procedures, methods, and certain internal estimates only and does not constitute a complete review, study, or audit of Anadarko's estimated proved reserves and future revenue. We did not consider Anadarko's probable or possible estimates in this procedural review. We made no verification of the accuracy and completeness of the information and data provided by Anadarko with respect to ownership interest, oil and gas production, well test data, reservoir pressures, oil and gas prices, and operating and development costs.
Netherland, Sewell & Associates, Inc. is a firm of professionals dedicated to providing superior consulting service to the international petroleum industry. Our company has provided due diligence, technical support, and economic evaluations for private and government companies and financial institutions throughout the world. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists with respect to Anadarko Petroleum Corporation as provided in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers. We do not own an interest in these properties and are not employed on a contingent basis.
Very truly yours,
/s/ FREDERIC D. SEWELL |