UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended December 31, 2003

Commission File No. 1-8968

ANADARKO PETROLEUM CORPORATION

1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(832) 636-1000
     
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

Preferred Stock Purchase Rights

The above Securities are listed on the New York Stock Exchange.

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.     Yes    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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K             .

     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 Company’s 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).


 

TABLE OF CONTENTS

               
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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 Company’s 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.

      Unless the context otherwise requires, the terms “Anadarko” or “Company” refer to Anadarko and its subsidiaries. The Company’s corporate headquarters are located at 1201 Lake Robbins Drive, The Woodlands, Texas 77380, where the telephone number is (832) 636-1000.

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.

      In addition, the public may read and copy any materials Anadarko files with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers, like Anadarko, that file electronically with the SEC.

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 Company’s 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.

      Proved reserve estimates are made by the Company’s engineers. In 2003, Anadarko bolstered its internal control of these estimates by using a corporate review team comprised of five technical experts: four members from within Anadarko who are independent of the operating groups responsible for the reserve estimates, and one member from Netherland, Sewell & Associates, Inc. (NSA), an independent worldwide reserves consultant. The procedures and methods used by Anadarko in preparing its estimates of proved reserves and future revenues, as of

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December 31, 2003, were reviewed by the team. Through participation on the team, NSA reviewed more than 70% of the Company’s 2003 reserve additions, as well as specific major properties representing about half of Anadarko’s total worldwide reserves. NSA determined that the general methods and procedures used by Anadarko in the reserve estimation process were reasonable and prepared in accordance with SEC Regulation S-X Rule 4-10(a) and generally accepted petroleum engineering and evaluation principles. A copy of the NSA report is attached as Exhibit 99.1 of this Form 10-K.
      To improve investor confidence and provide transparency regarding the Company’s reserves, the Company has initiated an effort to annually report the status of its proved undeveloped reserves (PUDs). The Company annually reviews all PUDs, with a particular focus on those PUDs that have been booked for three or more years, to ensure that there is an appropriate plan for development. Generally, onshore United States PUDs are converted to proved developed reserves within two years. Certain projects, such as improved oil recovery, arctic development, deepwater development and many international programs, may take longer, sometimes beyond five years. Nearly 75% of the Company’s PUDs booked prior to 1999 are in Algeria and are being developed according to a government approved plan. The remaining PUDs booked prior to 1999 are primarily associated with ongoing programs in the onshore United States for improved recovery and arctic development.
      The following data presents the Company’s PUDs vintage, geographic location and percentage of total proved reserves as of December 31, 2003:

(CHART)

Years from Initial Booking PUDs MMBOE Cumulative % of PUDs 0 328 42% 1 100 54% 2 184 78% 3 58 85% 4 11 87% 5+ 105 100%

Worldwide Proved Undeveloped Reserves Analysis

                         
Percentage
PUDs Percentage of Total Proved
MMBOE of Total PUDs Reserves
Country


United States
    466       59%       18%  
Algeria
    179       23%       7%  
Canada
    72       9%       3%  
Other International
    69       9%       3%  
     
     
     
 
Total
    786       100%       31%  
     
     
     
 

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      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 Company’s effectiveness in converting PUDs to developed reserves.

(CHART)

Worldwide Proved Undeveloped Reserves Comparison by Year Added Year Added 2003 PUDs, MMBOE 2002 PUDs, MMBOE % Change 2003 328 2002 100 154 35% Reduction 2001 184 340 46% Reduction 2000 58 78 26% Reduction 1999 11 13 15% Reduction Prior Years 105 175 40% Reduction

      The Company’s 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.

      Also contained in the Supplemental Information in the Consolidated Financial Statements are the Company’s estimates of future net cash flows, discounted future net cash flows before income taxes and discounted future net cash flows after income taxes from proved reserves.

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Sales Volumes and Prices

      The following table shows the Company’s 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.

                           
2003 2002 2001



United States
                       
 
Natural gas (Bcf)
    503       507       573  
 
Oil and condensate (MMBbls)
    34       31       34  
 
Natural gas liquids (MMBbls)
    16       14       14  
 
Total (MMBOE)
    135       130       144  
Canada
                       
 
Natural gas (Bcf)
    140       135       121  
 
Oil and condensate (MMBbls)
    6       12       13  
 
Natural gas liquids (MMBbls)
    1       1       1  
 
Total (MMBOE)
    30       35       34  
Algeria
                       
 
Oil and condensate (MMBbls)
    19       24       8  
 
Total (MMBOE)
    19       24       8  
Other International
                       
 
Natural gas (Bcf)
                1  
 
Oil and condensate (MMBbls)
    8       8       13  
 
Total (MMBOE)
    8       8       13  
Total
                       
 
Natural gas (Bcf)
    643       642       695  
 
Oil and condensate (MMBbls)
    67       75       68  
 
Natural gas liquids (MMBbls)
    17       15       15  
 
Total (MMBOE)
    192       197       199  

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      The following table shows the Company’s 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 Company’s sales volumes. Production costs are costs incurred to operate and maintain the Company’s 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.

                             
2003 2002 2001



United States
                       
 
Sales price
                       
   
Natural gas (per Mcf)
  $ 4.36     $ 2.83     $ 4.23  
   
Oil and condensate (per barrel)
    26.16       22.90       23.08  
   
Natural gas liquids (per barrel)
    21.19       14.98       16.44  
 
Production cost (per BOE)
  $ 5.49     $ 4.66     $ 4.66  
Canada
                       
 
Sales price
                       
   
Natural gas (per Mcf)
  $ 4.71     $ 2.91     $ 4.38  
   
Oil and condensate (per barrel)
    27.33       19.09       18.18  
   
Natural gas liquids (per barrel)
    21.04       12.11       18.32  
 
Production cost (per BOE)
  $ 8.01     $ 6.40     $ 5.97  
Algeria
                       
 
Sales price
                       
   
Oil and condensate (per barrel)
  $ 28.43     $ 24.38     $ 23.97  
 
Production cost (per BOE)
  $ 2.44     $ 1.78     $ 2.33  
Other International
                       
 
Sales price
                       
   
Natural gas (per Mcf)
  $     $     $ 1.22  
   
Oil and condensate (per barrel)
    23.15       19.92       14.35  
 
Production cost (per BOE)
  $ 8.90     $ 8.48     $ 5.71  
Total
                       
 
Sales price
                       
   
Natural gas (per Mcf)
  $ 4.43     $ 2.85     $ 4.25  
   
Oil and condensate (per barrel)
    26.55       22.44       20.56  
   
Natural gas liquids (per barrel)
    21.18       14.80       16.55  
 
Production cost (per BOE)
  $ 5.71     $ 4.79     $ 4.85  

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Properties and Activities — United States

      Anadarko’s 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 Anadarko’s 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 Anadarko’s 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 Company’s 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 Company’s 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 Company’s 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

Bossier Play During 2003, Anadarko continued drilling in the Bossier play and had a total of 20 rigs drilling (11 in east Texas and nine in north Louisiana) at year-end. The Company drilled 142 wells in 2003 with a success rate of 98%. Bossier net volumes for 2003 totaled 122 Bcf, or roughly 19% of the Company’s total gas production, making it Anadarko’s largest onshore gas area. During 2003, exploration leasing activity continued in the Bossier play. At year-end 2003, Anadarko had a total of 478,000 net acres in the area. During 2004, the Company expects to operate about 22 rigs (13 in east Texas and nine in north Louisiana) to drill 205 wells, including six exploration wells, in the Bossier play.
      In the east Texas Bossier, the Company has 573 gross operated producing wells and a total of 354,000 net acres as of the end of 2003. During 2003, Anadarko drilled 93 wells, with a 97% success rate. The Company’s net gas production from the east Texas Bossier averaged 211 MMcf/d of gas, a slight increase compared to 2002. During 2003, the Dowdy Ranch field continued to be the focus of activity in east Texas. Production from the field was 106 MMcf/d of gas at the end of 2003, an increase of 47%, compared to the beginning of the year.
      In the north Louisiana Bossier, the Vernon field was producing 141 MMcf/d of gas (net) from 123 wells at the end of 2003. This represents an increase of about 100% from year-end 2002. Anadarko’s drilling program in the Vernon field remains focused on extending the boundaries and developing the field areas with the highest production rates, recoverable reserves and economic returns. A total of 49 wells were drilled in the Vernon area in 2003, with a 100% success rate. At year-end 2003, Anadarko’s position in the play totaled 124,000 net acres.

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. Anadarko’s 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 Company’s 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.

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Central Texas and Gulf Coast

Overview Anadarko’s horizontal drilling program continues to be the focus in central Texas where it holds approximately 1,001,000 net acres. During 2003, Anadarko drilled 62 wells, with a success rate of 95%, to exploit the multiple pay zones in the Giddings and Brookeland fields. The Company also has an exploration program in the James Lime formation in central Texas. During 2003, net volumes averaged approximately 126 MMcf/d of gas, 14 MBbls/d of oil and 5 MBbls/d of NGLs. In 2003, Anadarko operated over 1,550 wells in this area. In 2004, Anadarko expects to drill 75 wells, including three exploratory wells, as part of a seven-rig program.

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 Anadarko’s 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

During 2003, Anadarko drilled 126 wells with a 98% success rate in the Permian basin. In addition, the Company performed 172 workovers and recompletions. Net production for 2003 averaged 91 MMcf/d of gas and 13 MBbls/d of oil, condensate and NGLs. Anadarko controls 308,000 net acres in the Permian basin and operates 4,960 wells. During 2004, the Company plans to drill 240 development wells and five exploration wells in the Permian basin.
      In the Ozona field, located in southwest Texas, development continued with the Company drilling and completing 42 wells and recompleting 45 wells during 2003. In 2003, net production averaged 60 MMcf/d of gas. Anadarko operates 1,844 wells in the Ozona field and plans to drill 48 wells and recomplete 30 wells in 2004. The Company also had activity in its emerging Haley tight gas play in the deep Delaware basin of west Texas. During 2003, two development wells were drilled with a 100% success rate and one exploration well was drilled and is currently awaiting completion. In addition, the Company recompleted two wells and continues to monitor the results. During 2004, Anadarko plans to drill two exploration wells and have an active development program in the deep Delaware basin. Additionally, three exploration wells are planned in the Val Verde basin.

Mid-Continent

Hugoton Embayment Anadarko’s drilling activities in the Hugoton Embayment, located in southwest Kansas and the Oklahoma and Texas panhandles, are focused on the deeper oil and gas zones below the shallow gas producing formations. Anadarko controls 875,000 net acres in this area and operates 2,300 wells. The deep drilling program in Kansas and the Oklahoma panhandle utilizes 3-D seismic technology to locate oil and gas bearing zones. During 2003, the Company installed a waterflood project in Kansas.
      The Company’s net production from the Hugoton Embayment area during 2003 averaged 133 MMcf/d of gas and 17 MBbls/d of oil, condensate and NGLs. In 2003, the Company drilled 36 deep wells with a 53% success rate. Anadarko also recompleted 16 wells and carried out workover operations on 137 wells in the area. In 2004, the Company plans to drill about 48 wells and install an additional waterflood project.

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 Anadarko’s 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.

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(ONSHORE PROPERTIES MAP)
Page 9 - Onshore US map Net Net Net Net Undeveloped Developed Fee Producing Acres Acres Acres Wells Onshore: United States Alabama 223 2,677 11,473 9 Alaska* 1,659,315 5,006 7,978 11 Arkansas 658 1,103 344,660 3 California 6,153 318 3,135 -- Colorado 8,572 20,885 2,893,025 216 Florida -- -- 5,342 -- Georgia -- --2,838 -- Idaho -- --846 -- Illinois -- -- 1,954 -- Indiana 913 -- 9,912 -- Iowa -- -- 198 -- Kansas* 355,435 363,737 29,834 1,763 Louisiana* 130,718 156,954 13,131 224 Mississippi 7,349 1,953 63,880 6 Missouri -- -- 552 --Montana 135,449 3,095 8 105 Nebraska 4,643 926 28,198 1 New Mexico 2,643 13,117 417 4 Nevada ---- 433 --North Dakota 20 1,862 -- 3 Oklahoma* 73,977 196,066 31,109 1,288 Oregon -- -- 741 --South Carolina -- -- 2,734 -- Tennessee -- -- 902 -- Texas* 654,071 1,093,275 176,104 6,810 Utah* 7,565 23,651 690,322 167 Washington ---- 2,524 --West Virginia 330 -- -- -- Wyoming* 531,849 100,157 4,163,906 3,200 Office Locations: United States Anchorage, Alaska The Woodlands, Texas * Drilling activities were conducted in these areas in 2003.

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Western States

Overview Anadarko continues to increase its activity level and production in the western states area, with significant exploration and development activity in conventional, tight gas, enhanced oil recovery and coalbed methane (CBM) plays. The western states area primarily includes the Company’s oil and gas properties in the Land Grant area of Wyoming, Colorado and Utah. Economics on the Land Grant acreage are greatly enhanced by Anadarko’s fee mineral ownership position. For example, in a typical non-operated well that is outside of the Land Grant, Anadarko may have a 25% WI with a 20% net revenue interest. However, on the Land Grant, because of the Company’s fee mineral ownership, Anadarko may have a 25% WI with a 33.75% net revenue interest. Anadarko’s operations on the Land Grant are concentrated in the Green River basin and the Overthrust area.
      The Company currently has approximately 8,440,000 net acres, principally attributable to its Land Grant ownership. Anadarko and its partners drilled 231 wells in the area in 2003 with an overall success rate of 99%. Anadarko’s 2003 net production from the western states area averaged 294 MMcf/d of gas, 13 MBbls/d of oil and 16 MBbls/d of NGLs. The Company’s 2004 plans include drilling 274 development wells and at least one exploratory well.

Conventional During 2003, Anadarko’s 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.

      In 2003, three wells were drilled with a 100% success rate in the Table Rock area. In addition, Anadarko and its partner purchased and upgraded the Table Rock gas sweetening plant. Anadarko operates this facility that now has a capacity of 60 MMcf/d of gas. The Company’s net production from the area was 12 MMcf/d of gas in 2003. The Company plans to drill nine wells and continue exploitation of this field in 2004.
      During 2003, exploration efforts continued in the Green River and Hanna basins assisted by new interpretations of 2-D and 3-D seismic data. Anadarko continues to process and interpret this seismic data to identify new plays and prospects in the under-explored basins of southern Wyoming. At the end of 2003, the Company was drilling its first Hanna exploration well based on this new seismic data. The Company holds a working interest ownership in 134,000 net acres in this area. In 2004, the Company plans to acquire new 3-D seismic data and drill one additional exploration well.

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.

      During 2003, Anadarko began injection of CO 2 in the Monell field located in south-central Wyoming following completion of a 33-mile CO 2 pipeline. During 2004, the remainder of the facilities needed to serve Monell’s first phase will be completed, another 21 wells will be drilled and the CO 2 flood area will be expanded. This project is expected to result in an increase in net production from the Monell field to about 10 MBOE/d by 2010.
      Anadarko is committed to protecting the environment and is working with the DOE and the scientific community to study the long-term storage of CO 2 in its enhanced oil recovery projects. CO 2 is produced along with natural gas in fields elsewhere in Wyoming and the CO 2 has historically been vented to the atmosphere. Reinjecting this CO 2 in the Company’s projects will reduce the amount of greenhouse gases introduced into the atmosphere.

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Coalbed Methane CBM has become a core gas play for Anadarko. The Company now operates three full-scale CBM properties (County Line, Helper and Drunkard’s Wash), as well as active pilot programs. The Company also continues to evaluate new CBM exploration opportunities on the Land Grant. Production from the Company’s 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.

      Development of the Big George coal at the Company’s County Line property, in the Powder River basin of Wyoming, began in late 2001. At year-end 2003, the project was producing 11 MMcf/d of gas (net) from 92 wells. During 2003, the Company drilled nine wells in the Helper and Drunkard’s Wash fields in Utah, with a success rate of 100%.
      During 2003, the Company finished completion operations on 13 pilot wells at Copper Ridge in Wyoming (50% WI). Additionally, along the Land Grant, Anadarko has entered into a 50/50 joint venture to develop 126,000 gross acres for CBM in the Atlantic Rim project area. Anadarko began operating 36 wells and drilled nine additional wells throughout the year within the joint venture. The Company plans to continue to monitor the wells performance in anticipation of development drilling in 2004.
      The Company’s western states division also completed a five-well exploration program in the Forest City basin CBM play (100% WI) in Kansas during 2003. This project is in the initial exploration phase pending evaluation of core data.
      Anadarko is committed to protecting the environment in its CBM activities by reinjecting the majority of produced water and, where appropriate, proactively working with state and federal agencies to develop new water treatment and handling technologies for the beneficial use of produced coalbed water.

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Alaska

Overview Anadarko’s 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 Company’s 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

Development The Alpine field (22% WI) on Alaska’s North Slope produced an average of 98 MBbls/d of oil (gross) in 2003. A facility expansion to increase produced water handling in the field and eliminate minor oil train bottlenecks, scheduled to be completed in 2004, is expected to increase production capacity to 110 MBbls/d. During 2003 at Colville Delta 2, development drilling continued with 17 wells (five production and 12 injection wells) drilled and completed. As of year-end 2003, 82 wells (38 production wells and 44 injection or service wells) had been completed. When fully developed, the Alpine field is expected to have 94 horizontal wells from two drill sites.
      The Alpine field serves as an excellent example of Anadarko’s commitment to minimizing the impact of exploration and production operations in environmentally sensitive and logistically challenging areas. The production facilities for the Alpine field are situated on about 100 acres, less than one-half of one percent of the subsurface reservoir area being developed. In addition, Alpine is a zero discharge facility; the waste generated is reused, recycled or disposed of properly.
      Progress continued on an Environmental Impact Statement that was initiated under the direction of the Bureau of Land Management as a step towards approval of the development of reserves at the Spark, Lookout, Nanuq, Fiord and West Alpine fields (all 22% WI properties). Initial preparation of the permit packages for these fields has also begun. These fields are anticipated to be developed and produced through the Alpine production facility, filling in the natural production decline of Alpine.

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.

      During the 2004 winter drilling season, Anadarko will participate in both exploration drilling and seismic projects. Plans include a three- to four- well program at Moose’s Tooth in the NPR-A west of Alpine and a 3-D seismic program near the Alpine field to further evaluate satellite opportunities.
      The Company is completing a one-well drilling program to study the feasibility of producing methane hydrates from the arctic tundra. This program will utilize Anadarko’s self-contained, elevated drilling platform called the Arctic Platform Drilling System, which is designed to be lightweight, modular and mobile. This system is intended to be utilized in logistically challenging areas with minimal surface impact, potentially extending traditional drilling seasons.

Gulf of Mexico

Overview At year-end 2003, about 9% of the Company’s 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.

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(OFFSHORE MAP)
Page 13 - Offshore map Net Net Net Undeveloped Developed Producing Acres Acres Wells Offshore: United States California 2,785 -- -- Florida 200,534 -- -- Louisiana* 465,674 250,928 355 Mississippi 123,186 14,766 -- Texas* 329,034 58,995 90 * Drilling activities were conducted in these areas in 2003.

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Continental Shelf

Acquisition During 2003, Anadarko acquired shelf properties from Amerada Hess with proved reserves of 23 MMBOE for $225 million. The properties added 2.2 MMBOE to Anadarko’s 2003 net production volumes. Anadarko drilled its first well associated with these properties in late 2003. The South Timbalier 166 E-4 well (60% WI) encountered 214 feet of net pay and tested at a rate of 19 MMcf/d of gas. In early 2004, a five-well drilling program began in the South Timbalier 172 field. During 2004, the Company plans to reprocess seismic data on 75 blocks to prioritize deep shelf opportunities identified at these properties. A total of eight wells are expected to be drilled, including development wells and deeper field exploration wells. In addition, a number of recompletions and facilities upgrades are planned.

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.

      The Company continued to have success with its redevelopment program at South Marsh Island 269/280/281 (30-50% WI). During 2003, Anadarko drilled and completed three wells and performed three recompletions, bringing net production to 5 MBOE/d at year-end 2003. At the Ship Shoal 207 complex (48% WI), three wells were completed and five wells were recompleted to various zones. This program increased year-end 2003 net field production to 10 MBOE/d. At Eugene Island 380 (100% WI), a shallow well was drilled and completed during 2003 and at year-end was flowing at a rate of 10 MMcf/d of gas. In 2004, the Company is planning to drill 19 development wells and one exploratory well in the shallow waters of the Gulf of Mexico.
      During 2003, the Company drilled three deep shelf exploration wells. One was completed as a producer, one was a dry hole and the other is currently undergoing completion operations.

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.

      Production from the Company’s Hickory (50% WI) and Tanzanite (100% WI) fields decreased 19% to 7 MMBOE during 2003 due to natural field declines and unexpected well failures. The Company expects this decline to continue in the future.
      The Anna Duggan prospect (50% WI), located at Ewing Bank 658, was drilled to a depth of 19,000 feet during 2003 and encountered a significantly larger salt body than expected. The Company is evaluating various options for the prospect, including sidetracking the well in 2004.
      Anadarko has interests in a total of 123 blocks in its subsalt program, with approximately ten prospects identified. One exploratory well is planned in the subsalt for 2004.

Deepwater

Central Gulf of Mexico Marco Polo (100% WI), Anadarko’s first deepwater development project, is located on Green Canyon Block 608 approximately 180 miles offshore Louisiana in the Gulf of Mexico. Anadarko made the Marco Polo discovery in 2000. During 2003, the final two development wells were drilled. The development program produced better than expected results due to thicker pay and higher quality sands. A third party owns the platform and production facilities for the Marco Polo discovery, as well as other nearby fields. Production capacity of the facility will be 120 MBbls/d of oil and 300 MMcf/d of gas, which is greater than expected production from Marco Polo. Anadarko will have firm capacity of 50 MBbls/d of oil and 150 MMcf/d of gas. The platform hull and topsides are installed and the pipelines are currently being connected to the platform. Upon reaching mechanical completion, Anadarko will become the operator of the facility. Production is expected to commence in mid-2004.
      During 2003, Anadarko and its partners announced a third successful deepwater subsalt appraisal well at K2 on Green Canyon Block 562 (52% WI) in the Gulf of Mexico, approximately six miles northwest of Marco Polo. The K2 No. 3 well encountered a total of 208 feet of oil pay. In 1999, the K2 No. 1 well and sidetrack were drilled on the same block, about 4,000 feet away. The wells encountered one zone with average net pay of 60 feet. In 2002, the K2 No. 2 well found a total of 339 feet of pay. This field is planned as a subsea tieback to the Marco Polo platform and is expected to commence production in 2005.

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      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.

      In 2004, drilling will continue in Green Canyon Block 518 to explore the northern and western limits of the field, and three development sidetracks will be drilled in Green Canyon Block 562 to prepare for first production in 2005. In addition, the Company plans to drill the Genghis Khan exploration prospect (100% WI), which is located approximately three miles southeast of Marco Polo.

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 Anadarko’s 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.

      A regional development plan for several discoveries in the eastern Gulf of Mexico, including Anadarko’s Jubilee, Atlas, Atlas NW and Spiderman, is currently under consideration. In December 2003, Anadarko and several parties executed an agreement to commence the Front End Engineering and Design (FEED) work for the design of a potential deepwater platform for the Atwater Valley area of the eastern Gulf of Mexico. Under the terms of the agreement, the parties agreed to commence the FEED work necessary to evaluate several floating platform concepts and to substantiate the cost estimates associated with a natural gas hub platform and processing facility.

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. Anadarko’s 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.

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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 Company’s total proved reserves. In 2003, net production from the Company’s properties in Canada averaged 383 MMcf/d of gas and 19 MBbls/d of crude oil, condensate and NGLs, or 16% of the Company’s 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 Company’s 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 Company’s 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.

      In the Wild River area of west central Alberta, 26 wells were drilled and completed from various zones during 2003. In addition, Anadarko expanded the capacity of the Wild River gas plant (100% WI) in 2003 by 35 MMcf/d to 79 MMcf/d of gas. In the Dawson area of northwest Alberta, five oil wells and one gas well were drilled and completed in 2003. In the Foothills area of Alberta, the Voyager 3-21 (83% WI) was put on production at 3 MMcf/d of gas.
      Anadarko initiated its first CBM pilot project in northern Alberta in 2003. A five-well pilot project is evaluating potential in the Swan Hills area.

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.

      In the Halfway area, Anadarko drilled a discovery well (50% WI) and brought it on production at 19 MMcf/d of gas. Additional activity occurred in the Jedney and Kobes area with five development wells drilled.
      During 2003, in the Foothills area in eastern British Columbia, a successful exploration well (23% WI) was also drilled. The well came on production in late 2003 at a rate of 7 MMcf/d of gas. One additional development well may be required to define the extent of this field. In addition, an exploratory well was drilled at West Sukunka (30% WI) and is undergoing evaluation.

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.

      Anadarko increased its exploratory acreage position in southwest Saskatchewan by 30,000 gross (27,000 net) acres in 2003. Two new shallow gas plays were initiated during the year in this area. A total of 16 wells were part of the Milk River exploratory program in the Freefight and Leader areas, east and north of Hatton respectively. Development of these areas will take place in late 2004 and 2005.

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.

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(CANADIAN PROPERTIES MAP)
Page 17 - Canada map Net Net Net Net Undeveloped Developed Fee Producing Acres Acres Acres Wells Canada: Alberta* 885,576 536,346 517,206 1,075 British Columbia* 924,948 207,584 -- 255 Northwest Territories* 1,079,137 5,608 -- 3 Saskatchewan* 187,879 287,425 88,683 2,230 Scotian Shelf 231,975 -- -- --Office Locations: Canada Calgary, Alberta Edson, Alberta Fort St. John, British Columbia Grande Prairie, Alberta Medicine Hat, Alberta * Drilling activities were conducted in these areas in 2003.

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Properties and Activities — Algeria

Overview Anadarko is engaged in exploration, development and production activities in Algeria’s 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 Company’s common stock since 1986 and at year-end 2003 was the registered owner of 4.8% of Anadarko’s outstanding common stock.

      The Company has proved reserves in Algeria of 361 MMBbls of crude oil, condensate and NGLs as of year-end 2003. In 2003, net sales volumes from the Company’s properties in Algeria totaled 19 MMBbls of crude oil, or 10% of the Company’s total sales volumes. In 2003, Anadarko participated in 27 wells with a success rate of 85%. In addition, the Company participated in 18 injection or service wells during the year. At the end of 2003, the Company had 3,994,000 gross (1,221,000 net) acres in Algeria. Anadarko plans to invest between $60 million and $70 million in Algeria during 2004. The accompanying map illustrates the Company’s developed and undeveloped acreage, number of productive wells and other data relevant to its properties in Algeria.

Contracts and Partners

Blocks 404, 208 and 211 Production Sharing Agreement Anadarko’s interest in the production sharing agreement (PSA) is 50% before participation at the exploitation stage by Sonatrach. The Company has two joint venture partners, each with a 25% interest, also prior to participation by Sonatrach. Under the terms of the PSA, oil reserves that are discovered, developed and produced are shared by Sonatrach, Anadarko and its two joint venture partners. Anadarko and its joint venture partners fund Sonatrach’s 51% share of exploration costs and are entitled to recover these exploration costs out of production in the exploitation phase. As of year-end 2003, Anadarko and its joint venture partners had recovered about 95% of Sonatrach’s portion of exploration costs through an increased share of production (cost recovery oil). Sonatrach is responsible for 51% of development and production costs. Sonatrach, Anadarko and its joint venture partners formed a non-profit company, Groupement Berkine, to carry out the majority of their joint operating activities under the PSA. Sonatrach, Anadarko and its joint venture partners fund the expenditures incurred by Groupement Berkine according to their participating interests under the PSA. Exploration drilling under the original PSA ended in 1998. Anadarko and its partners resumed their exploration program on Blocks 404, 208 and 211 in 2002 following an amendment to the PSA. See Exploration.

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

Block 404 — Hassi Berkine South Central Production Facility The Hassi Berkine South (HBNS) Central Production Facility has a total processing capacity of 300 MBbls/d of oil. During 2003, production from the HBNS field averaged 119 MBbls/d of oil (gross). Production from three of the satellite fields — Hassi Berkine South East (HBNSE), Berkine North East (BKNE) and Rhourde Berkine (RBK) averaged 24 MBbls/d of oil (gross) in 2003. During 2003, 11 wells were drilled in the HBNS and satellite fields, resulting in 10 productive wells and one unsuccessful well.
      Groupement Berkine is also developing the Hassi Berkine (HBN) field that is located just to the north of the HBNS field. This producing field extends into Block 403, which is under a different association with Sonatrach. Unitization of the field was accomplished to facilitate development activities. A crude oil production train with the capacity to process 75 MBbls/d of oil has been installed as part of the HBNS facility. Production from the HBN field averaged 66 MBbls/d of oil (gross) in 2003. Five productive wells were drilled in the HBN field during 2003 with a 100% success rate.

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(ALGERIAN MAP)
Page 19 - Algeria map Algeria Undeveloped Acreage Total 3.8 million acres (1.2 million acres net) Algeria Developed Acreage (HBNS, HBN, Ourhoud, HBNSE, BKNE, RBK, QBN & BKE Fields) Total 221,435 acres (54,252 acres net) Productive Wells Total 122 (26 net) Fields discovered to date shown graphically HBN field* HBNE field* HBNS field* HBNSE field* SFSW field* RBK field QBN field BKNE field* BKNE-AAC-A field* BKE field Ourhoud field* EKT field* EMN field* EMK field* EME field* Blocks shown graphically 403c 403e 404* 406b 208* 211 Central Processing Facilities shown graphically HBNS field Ourhoud field *Drilling activities were conducted in these areas in 2003.

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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

Blocks 404, 208 and 211 Following an amendment to the original PSA with Sonatrach, Anadarko and its joint venture partners resumed their exploration drilling program on Blocks 404, 208 and 211 in 2002, outside the boundaries encompassing the previous discoveries. These are the same blocks Anadarko and partners began exploring during the original exploration phase in 1989. As a result, a large amount of data had been gathered over the years in this area prior to commencing the current phase of exploration drilling.
      Under the terms of the three-phase exploration program, Anadarko and its joint venture partners will spend a minimum of $55 million by mid-2006. Anadarko and its joint venture partners will finance 100% of the exploration investment and Sonatrach will participate 51% in the development and exploitation phases of any discoveries. Where appropriate, existing facilities and infrastructure may be used to develop any discoveries.
      During 2003, Anadarko and its joint venture partners drilled six exploration and appraisal wells, three of which were successful Block 404 wells. The BKNE-AAC-A, which lies within the BKNE field exploitation license area, tested at a rate of 3 MBbls/d of oil. The Sif Fatima South West (SFSW) #1 tested at a rate of 3 MBbls/d of oil. The SFSW #2, which confirmed the extension of the field, tested at a rate of 1 MBbls/d of oil.
      During 2004, the Company plans to drill up to seven wells as either exploration, appraisal or delineation wells to the 2003 discoveries.

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 Anadarko’s 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 Company’s 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.

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Properties and Activities — Other International

Overview The Company’s 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 Company’s international efforts. During 2004, the Company expects to work toward divesting the non-core assets located in Oman, Egypt and Australia.

      The Company had total proved reserves in other international locations of 109 MMBbls of crude oil, condensate and NGLs and 144 Bcf of gas at year-end 2003. During 2003, net production from the Company’s other international properties was 22 MBbls/d of crude oil, condensate and NGLs, or 4% of the Company’s total production volumes. Anadarko participated in a total of 12 wells in other international locations during 2003 with a success rate of 58%. Drilling results included six oil wells, one gas well and five dry holes. Anadarko has 21,957,000 gross (8,940,000 net) undeveloped lease acres and 569,000 gross (155,000 net) developed lease acres in these international areas. In 2004, the Company plans to invest about $100 million in other international projects. See Regulatory Matters and Additional Factors Affecting Business — Foreign Operations Risk under Item 7 of this Form 10-K.

Venezuela The Company’s 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 Company’s 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.

      Currently, there is political unrest in Venezuela. After two national strikes during 2002, production resumed in January 2003 and was fully restored by the second quarter of 2003. Anadarko is unable to predict with certainty any effect the current situation may have on activity planned for 2004 and beyond. However, the situation is not expected to have a material adverse effect on the consolidated results of operations or financial position of the Company.

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.

      The South Al Rayyan exploration prospect, also on offshore Block 12, was drilled and subsequently plugged and abandoned during 2003. Anadarko does not intend to further pursue exploration on Block 12. During 2003, the Company recorded a ceiling test impairment of $68 million for Qatar as a result of lower production estimates and unsuccessful exploration activity.
      During 2003, the Company acquired approximately 100 square miles of 3-D seismic data on offshore Block 13. The seismic data will be used to identify possible exploratory drilling opportunities for 2004.
      Anadarko also has a 49% interest in an Exploration and Production Sharing Agreement covering offshore Block 11. During 2003, a 740-mile 2-D seismic program was acquired on Block 11 to delineate exploration prospects, which may lead to drilling an exploration well during 2004.

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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 Company’s 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.

      In the Joint Development Zone, an area that is located between and jointly administered by Nigeria and the Democratic Republic of Sao Tome’ and Principe’, the Company participated in a bid round. The Company submitted bids on three of the nine blocks offered. Results of the bid round are expected to become known and finalized during 2004.
      During 2003, the Company relinquished its 55% interest in the Gryphon Block, offshore Gabon, after drilling an unsuccessful well. The Company also relinquished its 42% interest in the Marine IX Block offshore the Republic of Congo.

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.

      In the United Kingdom Continental Shelf, Tranche 61, the Company has a 7.5% interest in 49,000 acres surrounding two gas discoveries, which are pending further evaluation.

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 Company’s 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:

                                                         
Net Exploratory Net Development


Productive Dry Holes Total Productive Dry Holes Total Total







2003
                                                       
United States
    22.2       16.3       38.5       452.1       14.4       466.5       505.0  
Canada
    64.6       7.3       71.9       183.7       5.5       189.2       261.1  
Algeria
    1.5       1.5       3.0       4.0       0.3       4.3       7.3  
Other International
    1.0       2.2       3.2       3.5       1.0       4.5       7.7  
     
     
     
     
     
     
     
 
Total
    89.3       27.3       116.6       643.3       21.2       664.5       781.1  
     
     
     
     
     
     
     
 
2002
                                                       
United States
    34.0       13.8       47.8       275.2       5.1       280.3       328.1  
Canada
    30.6       6.8       37.4       305.6       4.0       309.6       347.0  
Algeria
    0.5       1.0       1.5       7.3       0.7       8.0       9.5  
Other International
          3.7       3.7       3.7       0.9       4.6       8.3  
     
     
     
     
     
     
     
 
Total
    65.1       25.3       90.4       591.8       10.7       602.5       692.9  
     
     
     
     
     
     
     
 
2001
                                                       
United States
    33.6       18.3       51.9       544.0       8.4       552.4       604.3  
Canada
    28.0       6.0       34.0       381.1       18.0       399.1       433.1  
Algeria
                      3.5       0.2       3.7       3.7  
Other International
          2.7       2.7       11.4             11.4       14.1  
     
     
     
     
     
     
     
 
Total
    61.6       27.0       88.6       940.0       26.6       966.6       1,055.2  
     
     
     
     
     
     
     
 

      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:

                                   
Wells in the process
of drilling or Wells suspended or
in active completion waiting on completion


Exploration Development Exploration Development




United States
                               
 
Gross
    4       84       12       5  
 
Net
    4.0       59.0       10.4       5.0  
Canada
                               
 
Gross
    13       26       8       17  
 
Net
    7.0       16.0       7.1       12.7  
Algeria
                               
 
Gross
    1       2              
 
Net
    0.5       0.3              
Other International
                               
 
Gross
                2        
 
Net
                1.2        
Total
                               
 
Gross
    18       112       22       22  
 
Net
    11.5       75.3       18.7       17.7  

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Productive Wells

      As of December 31, 2003, the Company had a working interest ownership in productive wells as follows:

                   
Oil Wells* Gas Wells*


United States
               
 
Gross
    9,347       10,704  
 
Net
    7,105.2       7,149.6  
Canada
               
 
Gross
    871       3,652  
 
Net
    622.5       2,940.9  
Algeria
               
 
Gross
    122        
 
Net
    25.9        
Other International
               
 
Gross
    304        
 
Net
    138.6        
Total
               
 
Gross
    10,644       14,356  
 
Net
    7,892.2       10,090.5  


Includes wells containing multiple completions as follows:

                 
Gross
    394       2,147  
Net
    328.0       1,612.4  

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:

                                                                   
Developed Undeveloped
Lease Lease Fee Minerals Total




Gross Net Gross Net Gross Net Gross Net
thousands







United States
                                                               
 
Onshore — Lower 48
    2,964       1,980       2,570       1,921       9,527       8,478       15,061       12,379  
 
Offshore
    620       325       1,498       1,121                   2,118       1,446  
 
Alaska
    24       5       3,176       1,659       16       8       3,216       1,672  
     
     
     
     
     
     
     
     
 
Total
    3,608       2,310       7,244       4,701       9,543       8,486       20,395       15,497  
     
     
     
     
     
     
     
     
 
Canada
    1,834       1,037       9,124       3,310       606       606       11,564       4,953  
Algeria*
    221       54       3,773       1,167                   3,994       1,221  
Other International
    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.

24


 

Marketing and Gathering Properties and Activities

Marketing The Company’s marketing department actively manages the sale of Anadarko’s 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 Anadarko’s production. These purchases allow the Company to aggregate larger volumes and attract larger, creditworthy customers, which in turn enhance the value of the Company’s production.

      The Company sells natural gas under a variety of contracts and may also receive a service fee related to the level of reliability and service required by the customer. The Company has the marketing capability to move large volumes of gas into and out of the “daily” gas market to take advantage of any price volatility. The Company may also conduct limited trading activities for the purpose of generating profits from exposure to changes in market prices of natural gas, crude oil, condensate and NGLs.
      The Company’s marketing strategy includes the use of leased natural gas storage facilities and various derivative instruments. However, the Company does not engage in market-making practices nor does it trade in any non-energy-related commodities. The Company’s marketing function does not participate in any marketing-related partnerships.

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.

      The Company’s major gathering systems have more than 3,100 miles of pipeline connecting about 3,450 wells and averaged nearly 800 MMcf/ d of gas throughput in 2003. In addition, Anadarko operates numerous other smaller gas gathering systems.

Minerals Properties and Activities

      The Company’s minerals properties contribute to operating income through non-operated joint venture and royalty arrangements in coal, trona and industrial mineral mines across the Company’s 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.

      The Company’s low sulfur coal deposits, located primarily in southern Wyoming, compete with other western coal producers for industrial and utility boiler markets, which burn the coal to produce steam used to generate electricity. Most of the Company’s coal interests use the surface mining method of extraction. Because of the high extraction and transportation costs, additional development of the Company’s reserves is dependent on increased coal usage in local markets. In addition to fee mineral ownership of and royalty interests in coal reserves, the Company owns a 50% non-operating interest in Black Butte Coal Company. Black Butte Coal Company produces approximately three million tons of coal per year.
      The world’s largest known deposit of trona, comprising 90% of the world’s trona resources, is located in the Green River basin in southwestern Wyoming. Natural soda ash, which is produced by refining trona ore, is used primarily in the production of glass, in the paper and water treatment industries and in the manufacturing of certain chemicals and detergents. The Company owns interests in lands containing approximately 50% of these reserves and has leased a portion of those lands to companies that mine and refine trona. In addition to fee mineral ownership of and royalty interest in trona reserves, the Company owns a 49% non-operating interest in the OCI Wyoming LP (OCI) soda ash refining facility near Green River, Wyoming. The OCI facility typically produces about 2 million tons of soda ash per year.

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.

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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.

      The leasehold properties owned by the Company are subject to royalty, overriding royalty and other outstanding interests customary in the industry. The properties may be subject to burdens such as liens incident to operating agreements and current taxes, development obligations under oil and gas leases and other encumbrances, easements and restrictions. Anadarko does not believe any of these burdens will materially interfere with its use of these 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

      Anadarko’s 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. Anadarko’s 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 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.

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.

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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 Company’s 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. Wright’s 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.

      A group of royalty owners purporting to represent Anadarko’s gas royalty owners in Texas was granted class action certification styled Neinast, Russell, et al. v. Union Pacific Resources Company, et al. in December 1999, by the 21st Judicial District Court of Washington County, Texas, in connection with a gas royalty underpayment case against the Company. This certification did not constitute a review by the Court of the merits of the claims being asserted. The royalty owners’ pleadings did not specify the damages being claimed, although a demand for damages in the amount of $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.
      A class action lawsuit styled Gilbert H. Coulter, et al. v. Anadarko Petroleum Corporation has been certified in the 26th Judicial District Court, Stevens County, Kansas. In this action, the royalty owners contend that royalty was underpaid as a result of the deduction for certain post-production costs in the calculation of royalty. The Company believes that its method of calculating royalty was proper, and thus plaintiffs’ claims are without merit. This case was certified as a class action in August 2000 and was tried in February 2002. It is uncertain at this time when the trial court will render its ruling.
      A royalty owner action styled Texas Osage Royalty Pool, Inc. v. UPRG, Inc., UP Fuels, Inc., et al. filed in January 1997 in the 335th District Court of Lee County, Texas became active during the first quarter of 2003. The case involves allegations that a company Anadarko acquired by merger in 2000, UPRG, Inc., failed to properly pay royalties due

27


 

Texas Osage. In addition, the plaintiff contends that the Company failed to comply with express and implied provisions of various leases between April 1993 and the present. The Company is vigorously contesting the claims and believes royalties were properly paid based upon prices received in sales made to third-party purchasers or at sales prices comparable to third-party sales. The plaintiff served expert reports in the third quarter of 2003, which calculate the plaintiff’s royalty damages in a range between $4 million and $5 million. The plaintiff also claims additional damages of approximately $2 million with regard to certain specific land and development issues. The Company disputes these claims and the trial is scheduled for June 2004.

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 Corporation’s (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 CITGO’s 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 party’s 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. FERC’s ruling regarding the ability of producers to collect the Kansas ad valorem tax was appealed to the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit). 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.

      During 2003, the PanEnergy Litigation related to these refunds was settled. The Company has a reserve of about $2 million for three other Kansas ad valorem tax refunds. The Company has reached agreements to settle the three remaining claims, subject to formal FERC approval, which the Company expects to receive in the first half of 2004. Upon receipt of final FERC approval, the Company expects to conclude those settlements by paying approximately $2 million. After those settlements are concluded, all claims for refunds related to Kansas ad valorem taxes will be fully resolved.

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.

      Mr. James Larson was named Senior Vice President, Finance and Chief Financial Officer in 2003. Prior to this position, he served as Senior Vice President, Finance since 2002 and as Vice President and Controller since 1995. He has worked for the Company since 1983.
      Mr. Sharples was named Senior Vice President, Marketing and Minerals in 2001. Prior to this position, he served as Vice President, Marketing since he joined the Company in 1993.
      Mr. Daniels was named Vice President, Canada in 2001. Prior to this position, he served in various managerial roles in the Exploration Department for Anadarko Algeria Company, LLC. He has worked for the Company since 1985.
      Ms. Dickey was named Vice President and Controller in 2002. Prior to this position, she served as Assistant Controller since 1995. She has worked for the Company since 1978.
      Mr. Emme was named Vice President, Exploration in 2001 and named Vice President, Canada in 2000. Prior to this position, he served in various managerial roles in the Exploration Department. Mr. Emme has worked for the Company since 1981.
      Mr. Helbach joined Anadarko in 2000 as Vice President, Information Technology Services and Chief Information Officer. Prior to joining Anadarko, he was General Manager and Chief Information Officer at Conoco, Inc. He worked for Conoco, Inc. since 1970.
      Mr. Kurz was named Vice President, Marketing in 2003. Prior to this position, he served as Manager, Energy Marketing since 2001. He has worked in Anadarko’s marketing department since 2000. Prior to joining the Company, he worked for Vastar Resources in the marketing department since 1995.

29


 

      Mr. David Larson was named Vice President, Investor Relations in 2003. Prior to this position, he served as Manager, Investor Relations since 2000. He worked in the investor relations and other departments at Union Pacific Resources Group Inc. since 1983.
      Mr. Lewis was named Vice President, Human Resources in 1995. He joined the Company as Manager, Human Resources in 1985.
      Mr. Meyer was named Vice President, International and Alaska Operations in 2002 and was named Vice President, Algeria in 2001. Prior to this position, he served as President and General Manager, Anadarko Algeria Company, LLC and in other managerial roles for Anadarko Algeria Company, LLC and in the Operations Department. He has worked for the Company since 1981.
      Mr. Pease was named Vice President, U. S. Onshore and Offshore in 2002. Prior to this position, he served as Vice President, International and Alaska Operations since September 2001, Vice President, Engineering and Technology since February 2001, Vice President, Algeria since 1998 and as President and General Manager, Anadarko Algeria Company, LLC since 1993. He has worked for the Company since 1979.
      Mr. Pensabene was named Vice President, Government Relations and Public Affairs in 1999. Prior to this position, he served as Vice President, Government Relations since he joined the Company in 1997.
      Mr. Richey was named Vice President and Treasurer in 1995. He joined the Company as Treasurer in 1987.
      Ms. Ripley was named Vice President and General Counsel in 2003. Prior to this position, she served as Vice President, General Counsel and Secretary of Anadarko Canada Corporation since 2000. She served as Vice President, General Counsel and Secretary of Union Pacific Resources Inc. since 1998 and as Senior Counsel for Norcen Energy Resources Limited since 1997.
      Ms. Suter was named Vice President, Corporate Secretary and Chief Governance Officer in 2002. She has served as Associate General Counsel since 2001 and Corporate Secretary since 1987. She has worked for the Company since 1986.
      Mr. Willis was named Vice President, Corporate Services in 2000. Prior to this position, he served as Manager, Corporate Administration. He has worked for the Company since 1979.

      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 Registrant’s 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.

      As of February 20, 2004, there were approximately 20,000 direct holders of Anadarko common stock. The following table sets forth the amount of dividends paid on Anadarko common stock during the two years ended December 31, 2003:
                                 
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))




Equity compensation plans approved by security holders
    12,585,670     $ 43.28       2,158,720  
Equity compensation plans not approved by security holders
                 
     
     
     
 
Total
    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.

      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. The initial purchaser was Credit Suisse First Boston Corporation. 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. Discounts related to issuing these securities were $11 million. The notes were subsequently registered on a Form S-4 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

      Anadarko Petroleum Corporation’s primary line of business is the exploration, development, production and marketing of natural gas, crude oil, condensate and NGLs. The Company’s 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 Company’s 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 Company’s results of operations include, among other things, commodity prices for natural gas, crude oil and NGLs, production volumes, the Company’s 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


Financial Results
                       
Revenues
  $ 5,122     $ 3,845     $ 4,718  
Costs and expenses
    2,914       2,435       5,081  
Interest expense and other (income) expense
    234       203       27  
Income tax expense (benefit)
    729       376       (214 )
Net income (loss) available to common stockholders
  $ 1,287     $ 825     $ (188 )
Earnings (loss) per share — diluted
  $ 5.09     $ 3.21     $ (0.75 )
Operating Results
                       
Annual sales volumes (MMBOE)
    192       197       199  
Worldwide reserve replacement (% of production)
    196 %     112 %     221 %
Worldwide finding cost ($/BOE)
  $ 6.95     $ 10.52     $ 8.53  
Total proved reserves (MMBOE)
    2,513       2,328       2,305  
Capital Resources and Liquidity
                       
Capital expenditures
  $ 2,792     $ 2,388     $ 3,316  
Cash flow from operating activities
    3,043       2,196       3,321  
Total debt
    5,058       5,471       5,050  
Stockholders’ equity
  $ 8,599     $ 6,972     $ 6,365  
Debt capitalization ratio
    37 %     44 %     44 %

Financial Results

Net Income Anadarko’s 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.

      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. The related cumulative adjustment to net income was an increase of $47 million after income taxes, or $0.18 per share (diluted). The application of SFAS No. 143 did not have a material impact on the Company’s depreciation, depletion and amortization (DD&A) expense, net income or earnings per share in 2003. There was no impact on the Company’s cash flow as a result of adopting SFAS No. 143.
      In 2002, the Company discontinued the amortization of goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.”

32


 

Revenues

                         
2003 2002 2001
millions


Gas sales
  $ 2,851     $ 1,828     $ 2,952  
Oil and condensate sales
    1,787       1,682       1,397  
Natural gas liquids sales
    365       222       256  
Other sales
    119       113       113  
     
     
     
 
Total
  $ 5,122     $ 3,845     $ 4,718  
     
     
     
 

      Anadarko’s 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.

      Unrealized gains and losses on derivative instruments that do not meet the conditions to qualify for hedge accounting are recognized in gas sales and oil sales and are reflected in the average sales prices. In 2003, these amounts for prior periods were reclassified from other (income) expense to gas sales and oil sales. The amount of the reclassification was not significant and had no effect on net income or per share amounts.
      The impact of hedges and marketing activities resulted in lower realized prices of $0.27 per Mcf of gas and $1.42 per barrel of oil for 2003 compared to market prices, decreasing revenues $267 million. For 2002, the impact of hedges and marketing activities resulted in higher realized prices of $0.14 per Mcf of gas and lower realized prices of $0.32 per barrel of oil compared to market prices, resulting in a net increase to revenues of $62 million. For 2001, the impact of hedges and marketing activities resulted in higher realized prices of $0.26 per Mcf of gas and $0.64 per barrel of oil compared to market prices, increasing revenues $227 million.

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 Company’s 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


 

      Sales volumes represent actual production volumes adjusted for changes in commodity inventories. Anadarko employs marketing strategies to help manage volumes and mitigate the effect of price volatility, which is likely to continue in the future. See Derivative Instruments under Item 7a of this Form 10-K.

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  

      Anadarko’s 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 Company’s 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.

      The Company’s average realized natural gas price in 2003 increased 55% compared to 2002. Strong demand in North America due to colder weather and declining gas supply resulted in significantly higher gas prices. These higher prices were partially offset by commodity price hedges on 49% of natural gas sales volumes during 2003 that reduced the Company’s exposure to low prices and limited participation in higher prices. The Company’s average realized natural gas price in 2002 decreased 33% compared to 2001. The decrease in prices during 2002 was attributed to a severe decline in natural gas demand as a result of high prices in early 2001, followed by a national economic downturn and mild summer weather in 2001. As of December 31, 2003, the Company has hedged about 34% of its anticipated natural gas wellhead sales volumes for 2004. See Derivative Instruments under Item 7a of this Form 10-K.

34


 

Crude Oil and Condensate Sales Volumes and Average Prices

                           
2003 2002 2001



United States (MMBbls)
    34       31       34  
 
MBbls/d
    93       85       93  
 
Price per barrel
  $ 26.16     $ 22.90     $ 23.08  
Canada (MMBbls)
    6       12       13  
 
MBbls/d
    17       33       35  
 
Price per barrel
  $ 27.33     $ 19.09     $ 18.18  
Algeria (MMBbls)
    19       24       8  
 
MBbls/d
    52       65       22  
 
Price per barrel
  $ 28.43     $ 24.38     $ 23.97  
Other International (MMBbls)
    8       8       13  
 
MBbls/d
    22       22       36  
 
Price per barrel
  $ 23.15     $ 19.92     $ 14.35  
Total (MMBbls)
    67       75       68  
 
MBbls/d
    184       205       186  
 
Price per barrel
  $ 26.55     $ 22.44     $ 20.56  

      Anadarko’s 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 Company’s 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.

      Crude oil and condensate sales volumes for 2002 increased 7 MMBbls or 10% compared to 2001. The increase was due primarily to higher volumes of 16 MMBbls from operations in Algeria primarily due to the expansion of production facilities and 2 MMBbls due to the acquisition of producing properties in Qatar in 2001. These higher volumes were partially offset by lower volumes of 4 MMBbls due to the sale of producing properties in Guatemala and Argentina in 2001, 3 MMBbls related to operations in the United States, primarily offshore, and 3 MMBbls in Venezuela primarily due to higher oil prices. Production of oil usually is not affected by seasonal swings in demand or in market prices.
      Anadarko’s average realized crude oil price in 2003 increased 18% compared to 2002. The higher crude oil prices during 2003 are attributed primarily to political unrest in the Middle East, the oil workers’ strike in Venezuela, low oil inventory levels and increased demand. These higher prices were partially offset by commodity price hedges on 38% of crude oil and condensate sales volumes during 2003 that reduced the Company’s exposure to low prices and limited participation in higher prices. The Company’s average realized crude oil price in 2002 increased 9% compared to 2001. The higher crude oil prices in 2002 were due primarily to continued uncertainty of the situation in the Middle East, the oil workers’ strike in Venezuela and a colder than normal winter late in 2002 that increased oil demand in the United States. As of December 31, 2003, the Company had hedged about 37% of its anticipated oil and condensate volumes for 2004.

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 Company’s 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.

      During 2003, average NGLs prices increased 43% compared to 2002. The higher NGLs prices are attributed primarily to high natural gas prices in the United States during 2003. Natural gas prices generally serve as a minimum or “floor” for NGLs prices because NGLs production is highly dependent on the economics of processing the natural gas to extract NGLs. The 2002 average NGLs prices decreased 11% compared to 2001. High levels of NGLs inventories in the United States during the first half of 2002, coupled with lower demand for NGLs by the petrochemical industry, caused NGLs prices to decline.

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, Anadarko’s 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 Company’s cost reduction plan.

36


 

      During 2002, Anadarko’s 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 Company’s 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 Anadarko’s 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.

      In 2003, capitalized interest decreased by 22% compared to 2002. In 2002, capitalized interest decreased by 26% compared to 2001. These decreases were primarily due to a decrease in capitalized costs that qualify for interest

37


 

capitalization. For additional information about the Company’s policies regarding costs excluded and capitalized interest see Critical Accounting Policies and Estimates — Costs Excluded and Capitalized Interest .

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 Company’s 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


Income tax expense (benefit)
  $ 775     $ 381     $ (183 )
Effect of change in Canadian income tax rate
    (46 )     (5 )     (31 )
     
     
     
 
Total
  $ 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.

      The effective tax rate for 2003, 2002 and 2001 was 37%, 31% and 55%, respectively. The variances in the effective tax rate for 2003 and 2002 from the statutory rate of 35% were due primarily to income taxes related to foreign operations. The effective tax rate for 2001 was 35%, excluding the effect of the impairments and the related tax benefit.

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 Company’s 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




Worldwide
                               
 
Reserve replacement
    310 %     196 %     112 %     221 %
 
Reserve replacement excluding acquisitions and divestitures
    164 %     176 %     87 %     173 %
 
Production (MMBOE)
    150       192       196       201  
United States
                               
 
Reserve replacement
    290 %     232 %     185 %     161 %
 
Reserve replacement excluding acquisitions and divestitures
    168 %     204 %     137 %     160 %
 
Production (MMBOE)
    107       135       130       144  

      The Company’s 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 .

      Anadarko’s U.S. reserve replacement percentage excluding acquisitions and divestitures increased to 204% in 2003. The increase in 2003 was due primarily to successful drilling in east Texas and Louisiana and successful enhanced oil recovery projects in the western states. The Company’s U.S. reserve replacement for the five-year period 1999-2003 was 168% excluding acquisitions and divestitures. By comparison, the most recent published U.S. industry average (1998-2002) was 111% (Source: DOE). Anadarko’s U.S. reserve replacement performance for the same period of 1998-2002 was 179% of production, excluding acquisitions and divestitures. Industry data for 2003 is not yet available.

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 Company’s 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




Worldwide
                               
 
Cost of finding
  $ 7.65     $ 6.95     $ 10.52     $ 8.53  
 
Cost of finding excluding acquisitions
  $ 8.10     $ 7.47     $ 13.43     $ 8.75  
United States
                               
 
Cost of finding
  $ 8.10     $ 6.26     $ 7.77     $ 9.60  
 
Cost of finding excluding acquisitions
  $ 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.

      Cost of finding results in any one year can be misleading due to the long lead times associated with exploration and development. A better measure of cost of finding performance is over a five-year period. For the five-year period 1999-2003, Anadarko’s worldwide finding cost was $7.65 per BOE and its U.S. finding cost was $8.10 per BOE. For the previous five-year period 1998-2002, Anadarko’s worldwide finding cost was $7.24 per BOE and its U.S. finding cost was $7.78 per BOE. Excluding acquisitions, Anadarko’s worldwide and U.S. finding costs for the five-year period 1999-2003 were $8.10 per BOE and $8.04 per BOE, respectively. For the previous five-year period 1998-2002, the Company’s worldwide and U.S. finding costs excluding acquisitions were $7.23 per BOE and $7.44 per BOE, respectively.

Proved Reserves At the end of 2003, Anadarko’s proved reserves were 2.5 billion BOE compared to 2.3 billion BOE at year-end 2002 and 2001. Anadarko’s 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


 

      The Company’s proved natural gas reserves at year-end 2003 were 7.7 Tcf compared to 7.2 Tcf at year-end 2002 and 7.0 Tcf at year-end 2001. Anadarko’s proved gas reserves have increased 27% since year-end 2000, as a result of corporate acquisitions, continued development activity onshore in the U.S. and producing property acquisitions. Anadarko’s proved crude oil, condensate and NGLs reserves at year-end 2003 were 1.2 billion barrels compared to 1.1 billion barrels at year-end 2002 and 2001. Proved crude oil reserves have risen 17% over the last three years primarily due to 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. Crude oil, condensate and NGLs comprise 49% of the Company’s proved reserves at year-end 2003, 2002 and 2001.
      At December 31, 2003, the present value (discounted at 10%) of future net revenues from Anadarko’s proved reserves was $27.8 billion, before income taxes, and $18.8 billion, after income taxes, (stated in accordance with the regulations of the SEC and the Financial Accounting Standards Board (FASB)). This present value was calculated based on prices at year-end held flat for the life of the reserves, adjusted for any contractual provisions. The after income taxes increase of $4.7 billion or 33% in 2003 compared to 2002 is primarily due to additions of proved reserves related to successful drilling and development and higher natural gas prices at year-end 2003. See Supplemental Information under Item 8 of this Form 10-K.
      The present value of future net revenues does not purport to be an estimate of the fair market value of Anadarko’s proved reserves. An estimate of fair value would also take into account, among other things, anticipated changes in future prices and costs, the expected recovery of reserves in excess of proved reserves and a discount factor more representative of the time value of money and the risks inherent in producing oil and gas.

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.

      Anadarko has recorded proved reserves related to the initial discovery of four offshore fields based on conclusive formation tests rather than actual production tests. As of December 31, 2003, these proved reserves amounted to 143 MMBOE or less than 6% of Anadarko’s total worldwide proved reserves. A significant portion of these reserves are located at Marco Polo, a deepwater field at Green Canyon Block 608 scheduled for first production in mid-2004. The Company is currently developing three other fields (K2, K2 North and Tarantula) and expects production from these fields to commence in 2005. When production commences, the issue of economic producibility is resolved. Anadarko believes these reserves are properly classified.
      Anadarko is unable to predict the likely outcome of the SEC’s staff review of this industry practice. The issue is not expected to have a material impact on the Company’s proved reserves or financial results; however, if the issue is not favorably resolved, Anadarko may be required to revise its proved reserve estimates, which would affect Anadarko’s finding costs per barrel, reserve replacement ratios and DD&A expense, until flow tests are conducted or production commences.

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 Company’s increase in spending for development drilling in response to higher commodity prices in 2003. The decrease in activity during 2002 reflects the Company’s reduced spending for development drilling in response to lower commodity prices in late 2001 and early 2002.

      The Company’s 2003 exploration and development drilling program is discussed in Oil and Gas Properties and Activities under Item 1 of this Form 10-K.

40


 

Drilling Program Activity

                                   
Gas Oil Dry Total




2003 Exploratory
                               
 
Gross
    87       22       38       147  
 
Net
    71.0       18.3       27.3       116.6  
2003 Development
                               
 
Gross
    620       277       25       922  
 
Net
    454.3       189.0       21.2       664.5  
2002 Exploratory
                               
 
Gross
    58       24       32       114  
 
Net
    45.2       19.9       25.3       90.4  
2002 Development
                               
 
Gross
    628       193       14       835  
 
Net
    444.2       147.6       10.7       602.5  


Gross: total wells in which there was participation.

Net: working interest ownership.

Acquisitions and Divestitures The Company’s 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 Company’s 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 Company’s natural gas, crude oil, condensate and NGLs at comparable market prices. The Company’s 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.

      The Company may also engage in trading activities for the purpose of generating profits from exposure to changes in market prices of gas, oil, condensate and NGLs. However, the Company does not engage in market-making practices nor does it trade in any non-energy-related commodities. The Company’s trading risk position, typically, is a net short position that is offset by the Company’s natural long position as a producer. Essentially all of the Company’s trading transactions have a term of less than one year and most are less than three months. See Derivative Instruments under Item 7a of this Form 10-K.
      Since 2002, all segments of the energy market have experienced increased scrutiny of their financial condition, liquidity and credit. This has been reflected in rating agency credit downgrades of many merchant energy trading companies. In 2003, Anadarko has not experienced any material financial losses associated with credit deterioration of third-party gas purchasers; however, in certain situations the Company has declined to transact with some counterparties and changed its sales terms to require some counterparties to pay in advance or post letters of credit for purchases.

Natural Gas Natural gas continues to supply a significant portion of North America’s 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


 

Anadarko markets its equity natural gas production to maximize the commodity value and reduce the inherent risks of the physical commodity markets. Anadarko Energy Services Company (AES), a wholly owned subsidiary of Anadarko, is a marketing company offering supply assurance, competitive pricing, risk management services and other services tailored to its customers’ needs. The Company also purchases natural gas physical volumes for resale primarily from partners and producers near Anadarko’s production. These purchases allow the Company to aggregate larger volumes of gas and attract larger, creditworthy customers, which in turn enhances the value of the Company’s production. The Company sells natural gas under a variety of contracts and may also receive a service fee related to the level of reliability and service required by the customer. The Company has the marketing capability to move large volumes of gas into and out of the “daily” gas market to take advantage of any price volatility. Included in this strategy is the use of leased natural gas storage facilities and various derivative instruments.
      In 2003, 2002 and 2001, approximately 35%, 39% and 31%, respectively, of the Company’s gas production was sold under long-term contracts to Duke Energy (Duke). These sales represent 22%, 18% and 27%, respectively, of total revenues in 2003, 2002 and 2001. Most of these contracts have expired or will expire at the end of the first quarter of 2004. The Company expects to integrate the marketing of the natural gas previously sold to Duke into its current marketing operations and sell it to various purchasers under short-term agreements at market prices. Volumes sold to Duke under the long-term contracts were at market prices.
      A company Anadarko acquired in 2000 was a party to several long-term firm gas transportation agreements that supported its gas marketing program within the 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 Company’s 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 contract’s 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 Company’s 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.
      The fair value of the short-term portion of the firm transportation keep-whole agreement is calculated based on quoted natural gas basis prices. Basis is the difference in value between gas at various delivery points and the New York Mercantile Exchange (NYMEX) gas futures contract price. Management believes that natural gas basis price quotes beyond the next twelve months are not reliable indicators of fair value due to decreasing liquidity. Accordingly, the fair value of the long-term portion is estimated based on historical natural gas basis prices, discounted at 10% per year. Management also periodically evaluates the supply and demand factors (such as expected drilling activity, anticipated pipeline construction projects, expected changes in demand at pipeline delivery points, etc.) that may impact the future market value of the firm transportation capacity to determine if the estimated fair value should be adjusted.

Crude Oil, Condensate and NGLs Anadarko’s crude oil, condensate and NGLs revenues are derived from production in the U.S., Canada, Algeria and other international areas. Most of the Company’s 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 Company’s 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 Company’s domestic and international market areas. Included in this strategy is the use of various derivative instruments.

Gas Gathering Systems and Processing Anadarko’s 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.

      The Company processes gas at various third-party plants under agreements generally structured to provide for the extraction of NGLs in efficient plants with flexible commitments. Anadarko also processes gas and has interests in three

42


 

Company-operated plants and three non-operated plants. Anadarko’s 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.

Capital Resources and Liquidity

General Anadarko’s 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 Company’s 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. Anadarko’s 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 Company’s 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.

      In July 2003, Anadarko implemented a cost reduction plan that eliminated more than $100 million of overhead costs from the Company’s annual cost structure, which included cuts in personnel and corporate expenses. This cost reduction plan lowered costs and expenses by $60 million and capitalized overhead costs by $40 million. Restructuring costs associated with this plan are approximately $41 million and charged to income as specific liabilities are incurred. Restructuring costs of $40 million were expensed during 2003. These relate to one-time employee termination benefits ($29 million), contract termination costs ($3 million) and other costs ($8 million). The remaining restructuring costs are expected to be paid and expensed in 2004. For additional information on restructuring costs see Note 15 — Restructuring Costs of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

Debt At year-end 2003, Anadarko’s 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.

      In March 2001, Anadarko issued $650 million of Zero Yield Puttable Contingent Debt Securities (ZYP-CODES) due 2021. In March 2002, ZYP-CODES in the amount of $620 million were put to the Company for repayment and were paid in cash. Holders of the remaining ZYP-CODES have the right to require Anadarko to purchase all or a portion of their ZYP-CODES in March 2004, 2006, 2011 or 2016, at $1,000 per ZYP-CODES.
      In February 2002, the Company issued $650 million principal amount of 5 3/8% Notes due 2007. In March 2002, the Company issued $400 million principal amount of 6 1/8% Notes due 2012. The net proceeds from these issuances were used to reduce floating rate debt and to fund the ZYP-CODES put to the Company for repayment in March 2002.
      In April 2002, Anadarko filed a shelf registration statement with the SEC that permits the issuance of up to $1 billion in debt securities, preferred stock, preferred securities, depositary shares, common stock, warrants, purchase contracts and purchase units. Net proceeds, terms and pricing of the offerings of securities issued under the shelf registration statement will be determined at the time of the offerings. After giving effect to the securities issuances described below, the Company may issue, subject to market conditions, up to $350 million in additional securities under this registration statement.
      In September 2002, Anadarko issued $300 million principal amount of 5% Notes due 2012. The net proceeds from the issuance were used to reduce floating rate debt. These notes were issued under the shelf registration statement filed in April 2002.
      In April 2003, Anadarko redeemed for cash its callable Zero Coupon Convertible Debentures due 2020. Anadarko funded the $384 million redemption with available credit facilities that carried a lower effective interest rate. Anadarko paid $556.46 per debenture, reflecting the issue price plus accrued interest at 3.5%.
      In May 2003, the Company issued $350 million principal amount of 3.25% Notes due 2008. The net proceeds from this issuance were used to reduce floating rate debt that was incurred in April 2003 to redeem the Zero Coupon Convertible Debentures due 2020. These notes were issued under the shelf registration statement filed in April 2002.
      For additional information on the Company’s debt instruments, such as years of maturity and interest rates, see Note 8 — Debt of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

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 Company’s capital expenditures by category.

                         
2003 2002 2001
millions


Development
  $ 1,566     $ 1,079     $ 1,641  
Exploration
    518       631       846  
Acquisitions of oil and gas properties
    327       249       198  
Gathering and other
    73       78       244  
Capitalized interest and internal costs related to exploration and development costs
    308       351       387  
     
     
     
 
Total *
  $ 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.

      Anadarko’s 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 Company’s 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.

      Anadarko’s total capital spending in 2002 was $2.4 billion, a 28% decrease compared to 2001. The decrease from 2001 represents a $562 million decrease in development spending, a $215 million decrease in exploration spending and a $151 million decrease in other spending. The decrease in spending for development activities reflects the Company’s decision to focus on increasing its inventory of drilling prospects by identifying new reserves through exploration, rather than growing production through development during the down cycle in energy prices in early 2002.

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.

      The Company’s credit agreement allows for a maximum capitalization ratio of 60% debt, exclusive of the effect of any noncash writedowns. As of December 31, 2003, Anadarko’s capitalization ratio was 37% debt. 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. The amount of future common stock dividends will depend on earnings, financial conditions, capital requirements and other factors, and will be determined by the Board of Directors on a quarterly basis.
      In 2003, 2002 and 2001, the Company also paid $5 million, $6 million and $7 million, respectively, in preferred stock dividends. In 2004, preferred stock dividends are expected to be $5 million.

Outlook The Company’s 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. Anadarko’s 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.

      Net cash flow from operations in 2004 is expected to be in the same range as capital spending and additional borrowings are not anticipated in 2004. The Company’s initial capital budget for 2004 is based on estimates of cash

44


 

flow from operations using prices below January 2004 NYMEX levels. The Company intends to adjust capital expenditures to reflect changes in its cash flow from operations. If higher prices are realized, the Company may expand the drilling program, make targeted acquisitions or further reduce net debt. If commodity prices significantly decrease, the Company may curtail capital spending projects, as well as delay or defer drilling wells in certain areas because of lower cash flows.
      The Company has had a stock buyback program to purchase up to $1 billion in shares of Anadarko common stock since 2001. The repurchase program does not obligate Anadarko to acquire any specific number of shares and may be discontinued at any time. The Company did not purchase any shares under this program in 2003. To date, the Company has repurchased $166 million of its common stock under this program. No stock purchases have been budgeted for 2004.
      Both exchange and over-the-counter traded financial derivative instruments are subject to margin deposit requirements. Margin deposits are required of the Company whenever its unrealized losses with a counterparty exceed predetermined credit limits. Given the Company’s sizable hedge position and price volatility, the Company may be required from time to time to advance cash to its counterparties in order to satisfy these margin deposit requirements. During 2003, the Company’s margin deposit requirements have ranged from zero to $125 million. The Company did not have any margin deposits outstanding at December 31, 2003.
      Anadarko believes that operating cash flow and existing or available credit facilities will be adequate to meet its capital and operating requirements for 2004. The Company funds its day-to-day operating expenses and capital expenditures from operating cash flows, supplemented as needed by short-term borrowings under commercial paper, money market loans or credit facility borrowings. To facilitate such borrowings, the Company has in place a $750 million committed credit facility, which is supplemented by various noncommitted credit lines that may be offered by certain banks from time to time at then-quoted rates. As of December 31, 2003, Anadarko had no outstanding borrowings under its credit facility. It is the Company’s policy to limit commercial paper borrowing to levels that are fully back-stopped by unused balances from its committed credit facilities. The Company may choose to refinance certain portions of these short-term borrowings by issuing long-term debt in the public or private debt markets. To facilitate such financings, the Company may file shelf registrations in advance with the SEC.
      The Company continuously monitors its debt position and coordinates its capital expenditure program with expected cash flows and projected debt repayment schedules. The Company will continue to evaluate funding alternatives, including property sales and additional borrowing, to secure other funds for additional capital expenditures. At this time, Anadarko has no plans to issue common stock other than through its Dividend Reinvestment and Stock Purchase Plan, the Executives and Directors Benefits Trust, the exercise of stock options, the issuance of restricted stock or the Company’s Employee Savings Plan and Employee Stock Ownership Plan equity funded contributions. See Regulatory Matters and Additional Factors Affecting Business for additional information.

Obligations and Commitments

      Following is a summary of the Company’s 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 Company’s 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


 

      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 agreement requires a monthly demand charge of slightly over $2 million for five years and a processing fee based upon production throughput. Anadarko’s commitment to begin payments for the monthly demand charges is incurred upon mechanical completion, which is expected in 2004. The table above includes the payment obligations related to the monthly demand charge for this agreement in operating leases. For additional information see Note 19 — Commitments of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

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 Company’s 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


Fair value of contracts outstanding as of December 31, 2002 – assets (liabilities)
  $ (5 )   $ (73 )   $ (78 )
Contracts realized or otherwise settled during 2003
    (2 )     (12 )     (14 )
Fair value of new contracts when entered into during 2003
    2             2  
Other changes in fair value
    11       9       20  
     
     
     
 
Fair value of contracts outstanding as of December 31, 2003 – assets (liabilities)
  $ 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




Marketing and Trading
                                       
 
Prices actively quoted
  $ 3     $ 2     $ 1     $     $ 6  
 
Prices based on models and other valuation methods
                             
Firm Transportation Keep-whole
                                       
 
Prices actively quoted
  $ (27 )   $     $     $     $ (27 )
 
Prices based on models and other valuation methods
          (32 )     (16 )     (1 )     (49 )
Total
                                       
 
Prices actively quoted
  $ (24 )   $ 2     $ 1     $     $ (21 )
 
Prices based on models and other valuation methods
          (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


 

year funding decisions. The Company is unable to accurately predict what contribution levels will be required beyond 2004 for the funded pension plans; however, they are expected to be at levels lower than those made in 2003. The Company expects future payments for other postretirement benefit plans to continue at slightly increasing levels above those made in 2003.
      Anadarko is also subject to various environmental remediation and reclamation obligations arising from federal, state and local laws and regulations. As of December 31, 2003, the Company’s balance sheet included a $38 million liability for remediation and reclamation obligations, most of which were incurred by companies that Anadarko has acquired. The Company continually monitors the liability recorded and the remediation and reclamation process, and believes the amount recorded is appropriate. For additional information see Environmental and Safety under Regulatory Matters and Additional Factors Affecting Business under Item 7 of this Form 10-K.

      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.

      The sum of net capitalized costs and estimated future development costs of oil and gas properties and mineral investments are amortized using the unit-of-production method. All other properties are stated at original cost and depreciated on the straight-line basis over the useful life of the assets, which ranges from three to 40 years.

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.

      The Company’s estimates of proved reserves are made using all available geological and reservoir data as well as production performance data. These estimates, made by the Company’s engineers, are reviewed annually and revised, either upward or downward, as warranted by additional data. Revisions are necessary due to changes in, among other things, reservoir performance, prices, economic conditions and governmental restrictions. Decreases in prices, for example, may cause a reduction in some proved reserves due to reaching economic limits sooner. A material change in the estimated volumes of reserves could have an impact on the DD&A rate calculation and the financial statements.
      Under the terms of Anadarko’s risk service contract with the national oil company of Venezuela, Anadarko earns a fee that is translated into barrels of oil based on current prices (economic interest method). This means that higher oil prices reduce the Company’s reported production volumes and reserves from that project and lower oil prices increase

47


 

reported production volumes and reserves. Production volume and reserve changes due to the prices used to determine the Company’s economic interest have no impact on the value of the project.

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.

      Significant properties, comprised primarily of costs associated with domestic offshore blocks, Alaska, the Land Grant and other international areas, are individually evaluated each quarter by the Company’s exploration and engineering staff. Nonproducing leases are evaluated based on the progress of the Company’s exploration program to date. Exploration costs are transferred to the DD&A pool upon completion of drilling individual wells. The Company has a 10 to 15 year exploration and evaluation program for the Land Grant acreage. Costs are transferred accordingly to the DD&A pool over the length of the program. The Land Grant’s mineral interests (both working and royalty interests) are owned by the Company in perpetuity. All other significant properties are evaluated over a five- to ten- year period, depending on the lease term.
      Insignificant properties are comprised primarily of costs associated with onshore properties in the United States and Canada. Nonproducing leases are transferred to the DD&A pool over a three- to five- year period based on the average lease term. Exploration costs are transferred to the DD&A pool upon completion of evaluation.

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 Company’s 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.

      Accounting for unrealized gains and losses related to derivatives used to manage foreign currency risk and commodity price risk associated with equity oil and gas production is dependent on whether the derivative instruments have been designated and qualify as part of a hedging relationship. Derivative instruments may be designated as a hedge of exposure to changes in fair values, cash flows or foreign currencies, if certain conditions are met. If the hedged exposure is to changes in fair value, the unrealized gains and losses on the derivative instrument, as well as the associated losses and gains on the hedged item, are recognized currently in earnings. If the hedged exposure is a cash

48


 

flow exposure, the effective portion of the unrealized gains and losses on the derivative instrument is reported as a component of accumulated other comprehensive income and reclassified into revenues in the same period during which the hedged transaction affects earnings. The ineffective portion of the gains and losses from the derivative instrument, if any, is recognized currently in other (income) expense. Hedge ineffectiveness is that portion of the fair value change of the hedge that exceeds the fair value change of the hedged item. In those instances where it is probable that a forecasted transaction subject to a cash flow hedge will not occur, the unrealized gain or loss is reclassified from accumulated other comprehensive income to revenues in the current period. Unrealized gains and losses on foreign currency hedges are recorded on the basis of whether the hedge is a fair value or cash flow hedge. Unrealized gains and losses on derivative instruments that do not qualify for hedge accounting are recognized currently in revenues.
      Derivative instruments, including both physical delivery and financially settled purchase and sale contracts, used in the Company’s energy marketing and trading activities and the firm transportation keep-whole agreement are accounted for under the mark-to-market accounting method. Under this method, fair value changes are recognized currently in earnings. The marketing and trading margin related to equity production is recorded to gas and oil sales. The non-equity portion of the margin is recorded to other sales. Gains and losses related to the firm transportation keep-whole agreement are recorded to other (income) expense.
      Anadarko formally documents the relationship of each hedge to a hedged item including the risk management objective and strategy for undertaking the hedge. Each hedge is also routinely assessed for effectiveness.
      The Company’s derivative instruments are generally either exchange traded or valued by reference to a commodity that is traded in a liquid market. Valuation is determined by reference to readily available public data. Option valuations are based on the Black-Scholes option pricing model and verified against third-party quotations. The fair value of the short-term portion of the firm transportation keep-whole agreement is calculated based on quoted natural gas basis prices. Basis is the difference in value between gas at various delivery points and the NYMEX gas futures contract price. Management believes that natural gas basis price quotes beyond the next twelve months are not reliable indicators of fair value due to decreasing liquidity. Accordingly, the fair value of the long-term portion is estimated based on historical natural gas basis prices, discounted at 10% per year. Management also periodically evaluates the supply and demand factors (such as expected drilling activity, anticipated pipeline construction projects, expected changes in demand at pipeline delivery points, etc.) that may impact the future market value of the firm transportation capacity to determine if the estimated fair value should be adjusted.

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.

      Anadarko classifies the cost of oil and gas mineral rights as properties and equipment and believes that this is consistent with oil and gas accounting and industry practice. If the EITF determines that oil and gas mineral rights are intangible assets and are subject to the applicable classification and disclosure provisions of SFAS No. 142, the Company estimates that $1.1 billion and $845 million would be reclassified from properties and equipment to intangible assets on its consolidated balance sheets as of December 31, 2003 and 2002, respectively. These amounts represent oil and gas mineral rights acquired after June 2001 through the end of the respective periods. These amounts are net of accumulated DD&A. In addition, the disclosures required by SFAS Nos. 141 and 142 would be made in the notes to the consolidated financial statements. There would be no effect on the consolidated statements of income or cash flows as the intangible assets related to oil and gas mineral rights would continue to be amortized under the full cost method of accounting.

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 Company’s operations, economic performance and financial condition. These forward looking statements include information concerning future production and reserves, schedules, plans, timing of development,

49


 

contributions from oil and gas properties, and those statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions or variations on such expressions. For such statements, the Company claims the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. Such statements are subject to various risks and uncertainties, and actual results could differ materially from those expressed or implied by such statements due to a number of factors in addition to those discussed below and elsewhere in this Form 10-K and in the Company’s other public filings, press releases and discussions with Company management. Anadarko undertakes no obligation to publicly update or revise any forward looking statements .

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 Company’s determination of proved reserves and the Company’s 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 Company’s level of production.

      Under the full cost method of accounting, a noncash charge to earnings related to the carrying value of the Company’s oil and gas properties on a country-by-country basis may be required when prices are low. Whether the Company will be required to take such a charge depends on the prices for crude oil and natural gas at the end of any quarter, as well as the effect of both capital expenditures and changes to proved reserves during that quarter. While this noncash charge can give Anadarko a significant reported loss for the period, future expenses for DD&A will be reduced.

Environmental and Safety The Company’s 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 Company’s failure to comply with them or for any contamination resulting from the Company’s operations.

      Anadarko takes the issue of environmental stewardship very seriously and works diligently to comply with applicable environmental and safety rules and regulations. Compliance with such laws and regulations has not had a material effect on the Company’s operations or financial condition in the past. However, because environmental laws and regulations are becoming increasingly more stringent, there can be no assurances that such laws and regulations or any environmental law or regulation enacted in the future will not have a material effect on the Company’s operations or financial condition.
      For a description of certain environmental proceedings in which the Company is involved, see Note 21 — Contingencies of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

Exploration and Operating Risks The Company’s 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.

      As protection against financial loss resulting from these operating hazards, the Company maintains insurance coverage, including certain physical damage, employer’s liability, comprehensive general liability and worker’s compensation insurance. Although Anadarko is not insured against all risks in all aspects of its business, such as political risk, business interruption risk and risk of major terrorist attacks, the Company believes that the coverage it maintains is customary for companies engaged in similar operations. The occurrence of a significant event against which the Company is not fully insured could have a material adverse effect on the Company’s financial position.

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 Company’s 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 Company’s international operations. The Company’s international operations may also be adversely affected by laws and policies of the United States affecting foreign trade and taxation. To date, the Company’s 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 Company’s 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 Company’s 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 Company’s 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.

      Operations conducted by the Company on federal oil and gas leases must comply with numerous regulatory restrictions, including various nondiscrimination statutes. Additionally, certain operations must be conducted pursuant to appropriate permits issued by the Bureau of Land Management and the Minerals Management Service of the U.S. Department of the Interior. In addition to the standard permit process, federal leases and most international concessions require a complete environmental impact assessment prior to authorizing an exploration or development plan. Any significant increase in costs associated with regulatory compliance or restrictions imposed on the Company’s operations by regulation may adversely affect the Company’s financial condition and results of operations.

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.

      For a description of certain legal proceedings in which the Company is involved, see Legal Proceedings under Item 3 of this Form 10-K.

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Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Derivative Instruments Anadarko’s 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 Company’s accounting policies related to derivatives and additional information related to the Company’s 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 Company’s 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 contract’s 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.

      For additional information regarding the Company’s marketing and trading portfolio and the firm transportation keep-whole agreement see Marketing Strategies under Item 7 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 Company’s 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 Company’s various debt instruments is not material.

Foreign Currency Risk The Company’s Canadian subsidiaries use the Canadian dollar as their functional currency. The Company’s 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 country’s functional currency, the Company is exposed to foreign currency exchange rate risk.

      A Canadian subsidiary has notes and debentures denominated in U.S. dollars. The potential foreign currency remeasurement impact on earnings from a 10% increase in the December 31, 2003 Canadian exchange rate would be about $1 million based on the outstanding debt at December 31, 2003.
      For additional information related to foreign currency risk see Note 9 — Financial Instruments of the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

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Item 8. Financial Statements and Supplementary Data

ANADARKO PETROLEUM CORPORATION

INDEX
CONSOLIDATED FINANCIAL STATEMENTS
         
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  

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ANADARKO PETROLEUM CORPORATION

REPORT OF MANAGEMENT

      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.

      Management maintains and relies on the Company’s system of internal accounting controls. Although no system can ensure elimination of all errors and irregularities, this system is designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance with Management’s authorization and accounting records are reliable as a basis for the preparation of financial statements. This system includes the selection and training of qualified personnel, an organizational structure providing appropriate delegation of authority and division of responsibility, the establishment of accounting and business policies for the Company and the conduct of internal audits.
      The Board of Directors pursues its responsibility for the consolidated financial information through its Audit Committee, which is composed solely of Directors who are independent. The Audit Committee appoints the independent auditors and approves their fee arrangements. The Audit Committee meets periodically with Management, the internal auditors and the independent auditors to ensure that each is carrying out its responsibilities. Both the internal and the independent auditors have full and free access to the Audit Committee to discuss auditing and financial reporting matters.
      We believe that Anadarko’s policies and procedures, including its system of internal controls over financial reporting, provide reasonable assurance that the financial statements are prepared in accordance with the applicable securities rules and regulations.
     
-S- JAMES T. HACKETT

James T. Hackett
President and Chief Executive Officer

-S- JAMES R. LARSON

James R. Larson
Senior Vice President, Finance and
Chief Financial Officer
   

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders

Anadarko Petroleum Corporation:

      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 Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Anadarko Petroleum Corporation and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
      As discussed in Note 1 to the consolidated financial statements, effective January 1, 2003, the Company changed its method of accounting for asset retirement obligations and stock-based compensation; effective January 1, 2002, the Company changed its method of accounting for goodwill; and effective January 1, 2001, the Company changed its method of accounting for derivative instruments.

LOGO

Houston, Texas

January 30, 2004

55


 

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
                         
Years Ended December 31

2003 2002 2001
millions except per share amounts


Revenues
                       
Gas sales
  $ 2,851     $ 1,828     $ 2,952  
Oil and condensate sales
    1,787       1,682       1,397  
Natural gas liquids sales
    365       222       256  
Other sales
    119       113       113  
     
     
     
 
Total
    5,122       3,845       4,718  
     
     
     
 
Costs and Expenses
                       
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  
     
     
     
 
Operating Income (Loss)
    2,208       1,410       (363 )
Interest Expense and Other (Income) Expense
                       
Interest expense
    253       203       92  
Other (income) expense
    (19 )           (65 )
     
     
     
 
Total
    234       203       27  
     
     
     
 
Income (Loss) Before Income Taxes
    1,974       1,207       (390 )
Income Tax Expense (Benefit)
    729       376       (214 )
     
     
     
 
Net Income (Loss) Before Cumulative Effect of Change in Accounting Principle
  $ 1,245     $ 831     $ (176 )
     
     
     
 
Preferred Stock Dividends
    5       6       7  
     
     
     
 
Net Income (Loss) Available to Common Stockholders Before
Cumulative Effect of Change in Accounting Principle
  $ 1,240     $ 825     $ (183 )
     
     
     
 
Cumulative Effect of Change in Accounting Principle
    47             (5 )
     
     
     
 
Net Income (Loss) Available to Common Stockholders
  $ 1,287     $ 825     $ (188 )
     
     
     
 
Per Common Share
                       
Net income (loss) — before change in accounting principle — basic
  $ 4.97     $ 3.32     $ (0.73 )
Net income (loss) — before change in accounting principle — diluted
  $ 4.91     $ 3.21     $ (0.73 )
Change in accounting principle — basic
  $ 0.19     $     $ (0.02 )
Change in accounting principle — diluted
  $ 0.18     $     $ (0.02 )
Net income (loss) — basic
  $ 5.16     $ 3.32     $ (0.75 )
Net income (loss) — diluted
  $ 5.09     $ 3.21     $ (0.75 )
Dividends
  $ 0.44     $ 0.325     $ 0.225  
 
Average Number of Common Shares Outstanding — Basic
    250       248       250  
     
     
     
 
Average Number of Common Shares Outstanding — Diluted
    253       260       250  
     
     
     
 

See accompanying notes to consolidated financial statements.

56


 

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS
                   
December 31

2003 2002
millions

ASSETS
               
Current Assets
               
Cash and cash equivalents
  $ 62     $ 34  
Accounts receivable, net of allowance:
               
 
Customers
    778       673  
 
Others
    326       435  
Other current assets
    158       138  
     
     
 
Total
    1,324       1,280  
     
     
 
Properties and Equipment
               
Original cost (includes unproved properties of $2,524 and $3,085 as of December 31, 2003 and 2002, respectively)
    26,367       22,595  
Less accumulated depreciation, depletion and amortization
    8,971       7,497  
     
     
 
Net properties and equipment — based on the full cost method of accounting for oil and gas properties
    17,396       15,098  
     
     
 
Other Assets
    437       436  
     
     
 
Goodwill
    1,389       1,434  
     
     
 
Total Assets
  $ 20,546     $ 18,248  
     
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities
               
Accounts payable
  $ 1,222     $ 1,050  
Accrued expenses
    493       511  
Current portion, notes and debentures
          300  
     
     
 
Total
    1,715       1,861  
     
     
 
Long-term Debt
    5,058       5,171  
     
     
 
Other Long-term Liabilities
               
Deferred income taxes
    4,252       3,633  
Other
    922       611  
     
     
 
Total
    5,174       4,244  
     
     
 
Stockholders’ Equity
               
Preferred stock, par value $1.00 per share
               
 
(2.0 million shares authorized, 0.1 million shares issued as of December 31, 2003 and 2002)
    89       101  
Common stock, par value $0.10 per share
               
 
(450.0 million shares authorized, 258.2 million and 254.6 million shares issued as of December 31, 2003 and 2002, respectively)
    26       25  
Paid-in capital
    5,500       5,347  
Retained earnings
    3,199       2,021  
Treasury stock (3.2 million shares as of December 31, 2003 and 2002)
    (166 )     (166 )
Deferred compensation and ESOP (1.6 million and 0.7 million shares as of December 31, 2003 and 2002, respectively)
    (69 )     (63 )
Executives and Directors Benefits Trust, at market value (2.0 million shares as of December 31, 2003 and 2002)
    (102 )     (95 )
Accumulated other comprehensive income (loss)
               
 
Unrealized loss on derivative instruments
    (120 )     (85 )
 
Foreign currency translation adjustments
    300       (37 )
 
Minimum pension liability
    (58 )     (76 )
     
     
 
 
Total
    122       (198 )
     
     
 
Total
    8,599       6,972  
     
     
 
Commitments and Contingencies
           
     
     
 
Total Liabilities and Stockholders’ Equity
  $ 20,546     $ 18,248  
     
     
 

See accompanying notes to consolidated financial statements.

57


 

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
                         
Years Ended December 31

2003 2002 2001
millions


Preferred Stock
                       
Balance at beginning of year
  $ 101     $ 103     $ 200  
Preferred stock repurchased
    (12 )     (2 )     (97 )
     
     
     
 
Balance at end of year
    89       101       103  
     
     
     
 
Common Stock
                       
Balance at beginning of year
    25       25       25  
Common stock issued
    1              
     
     
     
 
Balance at end of year
    26       25       25  
     
     
     
 
Paid-in Capital
                       
Balance at beginning of year
    5,347       5,336       5,303  
Common stock and common stock put options issued
    146       30       51  
Revaluation to market for Executives and Directors Benefits Trust
    7       (19 )     (31 )
Preferred stock repurchased
                13  
     
     
     
 
Balance at end of year
    5,500       5,347       5,336  
     
     
     
 
Retained Earnings
                       
Balance at beginning of year
    2,021       1,276       1,521  
Net income (loss)
    1,292       831       (181 )
Dividends paid — preferred
    (5 )     (6 )     (7 )
Dividends paid — common
    (109 )     (80 )     (57 )
     
     
     
 
Balance at end of year
    3,199       2,021       1,276  
     
     
     
 
Treasury Stock
                       
Balance at beginning of year
    (166 )     (116 )      
Purchase of treasury stock
          (50 )     (116 )
     
     
     
 
Balance at end of year
    (166 )     (166 )     (116 )
     
     
     
 
Deferred Compensation and ESOP
                       
Balance at beginning of year
    (63 )     (96 )     (121 )
Issuance of restricted stock
    (46 )     (7 )     (15 )
Amortization of restricted stock and release of ESOP shares
    40       40       40  
     
     
     
 
Balance at end of year
    (69 )     (63 )     (96 )
     
     
     
 
Executives and Directors Benefits Trust
                       
Balance at beginning of year
    (95 )     (114 )     (145 )
Revaluation to market
    (7 )     19       31  
     
     
     
 
Balance at end of year
    (102 )     (95 )     (114 )
     
     
     
 
Accumulated Other Comprehensive Income (Loss)
                       
Balance at beginning of year
    (198 )     (49 )     3  
Unrealized loss on derivative instruments
    (35 )     (85 )      
Foreign currency translation adjustments
    337       9       (49 )
Minimum pension liability adjustments
    18       (73 )     (3 )
     
     
     
 
Balance at end of year
    122       (198 )     (49 )
     
     
     
 
Total Stockholders’ Equity
  $ 8,599     $ 6,972     $ 6,365  
     
     
     
 

See accompanying notes to consolidated financial statements.

58


 

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                           
Years Ended December 31

2003 2002 2001
millions


Net Income (Loss) Available to Common Stockholders
  $ 1,287     $ 825     $ (188 )
Add: Preferred Stock Dividends
    5       6       7  
     
     
     
 
Net Income (Loss) Available to Common Stockholders Before Preferred Stock Dividends
    1,292       831       (181 )
     
     
     
 
Other Comprehensive Income (Loss), Net of Taxes
                       
Unrealized gain (loss) on derivative instruments:
                       
 
Unrealized gain (loss) during the period 1
    (154 )     (100 )     32  
 
Reclassification adjustment for (gain) loss included in net income 2
    119       15       (31 )
 
Cumulative effect of accounting change 3
                (5 )
 
Reclassification of cumulative effect of accounting change included in net income 4
                4  
     
     
     
 
 
Total unrealized loss on derivative instruments
    (35 )     (85 )      
Foreign currency translation adjustments 5
    337       9       (49 )
Minimum pension liability adjustments 6
    18       (73 )     (3 )
     
     
     
 
Total
    320       (149 )     (52 )
     
     
     
 
Comprehensive Income (Loss)
  $ 1,612     $ 682     $ (233 )
     
     
     
 
                         
1 net of income tax benefit (expense) of:
  $ 91     $ 58     $ (19 )
2 net of income tax benefit (expense) of:
    (67 )     (9 )     18  
3 net of income tax benefit of:
                3  
4 net of income tax expense of:
                (2 )
5 net of income tax expense of:
    (59 )            
6 net of income tax benefit (expense) of:
    (11 )     42       1  

See accompanying notes to consolidated financial statements.

59


 

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
                           
Years Ended December 31

2003 2002 2001
millions


Cash Flow from Operating Activities
                       
Net income (loss) before cumulative effect of change in
accounting principle
  $ 1,245     $ 831     $ (176 )
Adjustments to reconcile net income (loss) before cumulative effect of change in accounting principle to net cash provided by operating activities:
                       
 
Depreciation, depletion and amortization
    1,297       1,121       1,154  
 
Amortization of goodwill
                73  
 
Deferred income taxes
    505       214       (319 )
 
Impairments related to oil and gas properties
    103       39       2,546  
 
Other noncash items
    14       7       151  
     
     
     
 
      3,164       2,212       3,429  
(Increase) decrease in accounts receivable
    46       (103 )     544  
Increase (decrease) in accounts payable and accrued expenses
    (68 )     181       (534 )
Other items — net
    (99 )     (94 )     (118 )
     
     
     
 
Net cash provided by operating activities
    3,043       2,196       3,321  
     
     
     
 
Cash Flow from Investing Activities
                       
Additions to properties and equipment
    (2,772 )     (2,388 )     (3,316 )
Acquisition costs, net of cash acquired
          (221 )     (940 )
Sales and retirements of properties and equipment and other assets
    138       192       138  
     
     
     
 
Net cash used in investing activities
    (2,634 )     (2,417 )     (4,118 )
     
     
     
 
Cash Flow from Financing Activities
                       
Additions to debt
    358       1,348       2,788  
Retirements of debt
    (772 )     (987 )     (1,977 )
Increase (decrease) in accounts payable, banks
    49       (43 )     24  
Dividends paid
    (114 )     (86 )     (64 )
Retirement of preferred stock
    (12 )     (2 )     (84 )
Purchase of treasury stock
          (50 )     (116 )
Issuance of common stock and common stock put options
    100       40       49  
     
     
     
 
Net cash provided by (used in) financing activities
    (391 )     220       620  
     
     
     
 
Effect of Exchange Rate Changes on Cash
    10       (2 )     15  
     
     
     
 
Net Increase (Decrease) in Cash and Cash Equivalents
    28       (3 )     (162 )
Cash and Cash Equivalents at Beginning of Year
    34       37       199  
     
     
     
 
Cash and Cash Equivalents at End of Year
  $ 62     $ 34     $ 37  
     
     
     
 

See accompanying notes to consolidated financial statements.

60


 

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

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.

      In 2003, the Company adopted the fair value method of accounting for stock-based employee compensation using the prospective method described in SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure.” The disclosure provisions of SFAS No. 148 were adopted in 2002. See Note 2.
      Beginning in 2003, the Company included derivative contracts that qualify as cash flow hedges in the ceiling test calculation in accordance with a revision to Staff Accounting Bulletin Topic 12, “Oil and Gas Producing Activities.”
      The Company adopted SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” in 2003. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities that fall within the scope of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 is effective for contracts entered into or modified after June 2003, with certain exceptions, and for hedging relationships designated after June 2003. The adoption of SFAS No. 149 had no impact on the Company’s financial statements.
      In 2003, the Company adopted SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” that requires additional disclosures about plan assets, obligations, cash flows and net periodic benefit cost of pension plans and other postretirement benefit plans. See Note 20.
      Financial Accounting Standards Board Interpretation (FIN) No. 46, “Consolidation of Variable Interest Entities,” was issued in January 2003. FIN No. 46 addresses consolidation by business enterprises of variable interest entities. It applied immediately to variable interest entities created after January 2003. For entities created prior to this date, FIN No. 46 was to be effective in the fourth quarter 2003; however, FIN No. 46 (revised December 2003) delayed the effective date to the first quarter of 2004. The adoption of FIN No. 46 had no impact on the Company’s financial statements. The adoption of FIN No. 46 (revised) is not expected to have a material impact on the Company’s financial statements. See Note 19.
      During 2002, the Company adopted Emerging Issues Task Force (EITF) Issue No. 02-3, “Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities.” In accordance with EITF Issue No. 02-3, net marketing margins from marketing sales and purchases resulting in physical settlement are included in revenues. The marketing margins related to the Company’s equity production are included in gas sales, oil and condensate sales and natural gas liquids sales and are reflected in commodity prices. The marketing margin related to purchases of third-party commodities is included in other sales.

61


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
1.  Summary of Significant Accounting Policies (Continued)

      In 2002, the Company discontinued the amortization of goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” See Note 4.

      In 2001, the Company adopted SFAS No. 133 which provides guidance for accounting for derivative instruments and hedging activities. The related cumulative adjustment to net income was a decrease of $8 million ($5 million after income taxes, or $0.02 per share) and the cumulative adjustment to accumulated other comprehensive income was a decrease of $8 million ($5 million after income taxes) in 2001.

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.

      The sum of net capitalized costs and estimated future development costs of oil and gas properties and mineral investments are amortized using the unit-of-production method. All other properties are stated at original cost and depreciated on the straight-line basis over the useful life of the assets, which ranges from three to 40 years. Properties and equipment carrying values do not purport to represent replacement or market values.
      Operating fees received related to the properties in which the Company owns an interest are netted against expenses. Fees received in excess of costs incurred are recorded as a reduction to the full cost pool.

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 depreciation, depletion and amortization (DD&A) pool) or a charge is made against earnings for those international operations where a reserve base has not yet been established. 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.

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 Company’s 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


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
1.  Summary of Significant Accounting Policies (Continued)

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 Company’s 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.

      Marketing margins related to the Company’s equity production, realized gains and losses on derivative instruments and unrealized gains and losses on derivative instruments that do not meet the conditions to qualify for hedge accounting are included in gas sales, oil and condensate sales and natural gas liquids sales and are reflected in commodity prices. The marketing margin related to purchases of third-party commodities is included in other sales.

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.

      Accounting for unrealized gains and losses related to derivatives used to manage foreign currency risk and commodity price risk associated with equity oil and gas production is dependent on whether the derivative instruments have been designated and qualify as part of a hedging relationship. Derivative instruments may be designated as a hedge of exposure to changes in fair values, cash flows or foreign currencies, if certain conditions are met. If the hedged exposure is to changes in fair value, the unrealized gains and losses on the derivative instrument, as well as the associated losses and gains on the hedged item, are recognized currently in earnings. If the hedged exposure is a cash flow exposure, the effective portion of the unrealized gains and losses on the derivative instrument is reported as a component of accumulated other comprehensive income and reclassified into revenues in the same period during which the hedged transaction affects earnings. The ineffective portion of the gains and losses from the derivative instrument, if any, is recognized currently in other (income) expense. Hedge ineffectiveness is that portion of the fair value change of the hedge that exceeds the fair value change of the hedged item. In those instances where it is probable that a forecasted transaction subject to a cash flow hedge will not occur, the unrealized gain or loss is reclassified from accumulated other comprehensive income to revenues in the current period. Unrealized gains and losses on foreign currency hedges are recorded on the basis of whether the hedge is a fair value or cash flow hedge. Unrealized gains and losses on derivative instruments that do not qualify for hedge accounting are recognized currently in revenues.
      Derivative instruments, including both physical delivery and financially settled purchase and sale contracts, used in the Company’s energy marketing and trading activities and the firm transportation keep-whole agreement are accounted for under the mark-to-market accounting method. Under this method, fair value changes are recognized currently in earnings. The marketing and trading margin related to equity production is recorded to gas and oil sales. The non-equity portion of the margin is recorded to other sales. Gains and losses related to the firm transportation keep-whole are recorded to other (income) expense.
      Anadarko formally documents the relationship of each hedge to a hedged item including the risk management objective and strategy for undertaking the hedge. Each hedge is also routinely assessed for effectiveness.
      The Company’s derivative instruments are generally either exchange traded or valued by reference to a commodity that is traded in a liquid market. Valuation is determined by reference to readily available public data. Option valuations are based on the Black-Scholes option pricing model and verified against third-party quotations. The fair value of the short-term portion of the firm transportation keep-whole agreement is calculated based on quoted natural gas basis prices, while the fair value of the long-term portion is estimated based on historical natural gas basis prices, discounted at 10% per year. See Note 9.

63


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
1.  Summary of Significant Accounting Policies (Continued)

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.

      Prior to 2002, goodwill was amortized on a straight-line basis over 20 years. The Company assessed the recoverability of goodwill by determining whether the amortization of the goodwill balance over its remaining life could be recovered through undiscounted future operating cash flows of the acquired operations. The amount of goodwill impairment, if any, would have been measured based on projected discounted future operating cash flows using a discount rate reflecting the Company’s average cost of funds. See Note 4.

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 Anadarko’s common stock on the date of grant. See Notes 2 and 11.

Earnings Per Share   The Company’s 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 Company’s 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 Company’s convertible debentures and Zero Yield Puttable

64


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
1.  Summary of Significant Accounting Policies (Continued)

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.

      Anadarko classifies the cost of oil and gas mineral rights as properties and equipment and believes that this is consistent with oil and gas accounting and industry practice. If the EITF determines that oil and gas mineral rights are intangible assets and are subject to the applicable classification and disclosure provisions of SFAS No. 142, the Company estimates that $1.1 billion and $845 million would be reclassified from properties and equipment to intangible assets on its consolidated balance sheets as of December 31, 2003 and 2002, respectively. These amounts represent oil and gas mineral rights acquired after June 2001 through the end of the respective periods. These amounts are net of accumulated DD&A. In addition, the disclosures required by SFAS Nos. 141 and 142 would be made in the notes to the consolidated financial statements. There would be no effect on the consolidated statements of income or cash flows as the intangible assets related to oil and gas mineral rights would continue to be amortized under the full cost method of accounting.

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.

      If compensation expense for all stock option grants had been determined using the fair value method, the Company’s pro forma net income and EPS would have been as shown below:
                         
2003 2002 2001
millions except per share amounts


Net income (loss) available to common stockholders, as reported
  $ 1,287     $ 825     $ (188 )
Add: Stock-based employee compensation expense included in net income, after taxes
    12       9       10  
Deduct: Total stock-based employee compensation expense determined under the fair value method, after taxes
    (30 )     (32 )     (52 )
     
     
     
 
Pro forma net income (loss) available to common stockholders
  $ 1,269     $ 802     $ (230 )
     
     
     
 
Basic EPS - as reported
  $ 5.16     $ 3.32     $ (0.75 )
Basic EPS - pro forma
  $ 5.09     $ 3.23     $ (0.92 )
Diluted EPS - as reported
  $ 5.09     $ 3.21     $ (0.75 )
Diluted EPS - pro forma
  $ 5.02     $ 3.13     $ (0.92 )

65


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
2.  Stock-Based Compensation (Continued)

      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:

                         
2003 2002 2001



Expected option life – years
    5.3       5.3       4.1  
Risk-free interest rate
    3.3 %     3.7 %     4.5 %
Dividend yield
    0.6 %     0.5 %     0.5 %
Volatility
    40.4 %     41.7 %     43.8 %

3.  Asset Retirement Obligations

      The majority of Anadarko’s 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 Company’s DD&A expense, net income or EPS in 2003. There was no impact on the Company’s cash flow as a result of adopting SFAS No. 143.

      The asset retirement obligation is recorded at fair value and accretion expense, recognized over the life of the property, increases the liability to its expected settlement value. If the fair value of the estimated asset retirement obligation changes, an adjustment is recorded for both the asset retirement obligation and the asset retirement cost.
      The following table provides a rollforward of the asset retirement obligations for the current year:
         
millions
Carrying amount of asset retirement obligations as of January 1, 2003
  $ 278  
Liabilities incurred
    149  
Liabilities settled
    (23 )
Accretion expense
    20  
Revisions in estimated liabilities
    37  
Impact of foreign currency exchange rate changes
    16  
     
 
Carrying amount of asset retirement obligations as of December 31, 2003
  $ 477  
     
 

      Liabilities incurred during 2003 relate primarily to offshore property acquisitions, exploration and development.

66


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
3.  Asset Retirement Obligations (Continued)

      The following table shows the effect of the implementation on the Company’s net income and EPS as if SFAS No. 143 had been in effect in prior periods.

                                 
Years Ended December 31

2002 2001 2000 1999
millions except per share amounts



Actual
                               
Net income (loss) available to common stockholders
  $ 825     $ (188 )   $ 796     $ 32  
Basic EPS
  $ 3.32     $ (0.75 )   $ 4.32     $ 0.25  
Diluted EPS
  $ 3.21     $ (0.75 )   $ 4.16     $ 0.25  
Pro forma amounts assuming SFAS No. 143 was applied retroactively
                               
Net income (loss) available to common stockholders
  $ 826     $ (183 )   $ 795     $ 33  
Basic EPS
  $ 3.32     $ (0.73 )   $ 4.32     $ 0.26  
Diluted EPS
  $ 3.21     $ (0.73 )   $ 4.15     $ 0.26  
Carrying amount of asset retirement obligations
                               
Beginning of year
  $ 251     $ 208     $ 48     $ 44  
End of year
  $ 278     $ 251     $ 208     $ 48  

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.

      If the second test is necessary, the fair value of the reporting unit’s individual assets and liabilities is deducted from the fair value of the reporting unit. This difference represents the implied fair value of goodwill, which is compared to the book value of the reporting unit’s goodwill. Any excess of the book value of goodwill over the implied fair value of goodwill is the amount of the impairment.
      The goodwill impairment test is performed annually, and also at interim dates upon the occurrence of significant events. Significant events include: a significant adverse change in legal factors or business climate; an adverse action or assessment by a regulator; a more-likely-than-not expectation that a reporting unit or significant portion of a reporting unit will be sold; significant adverse trends in current and future oil and gas prices; nationalization of any of the Company’s oil and gas properties; or, significant increases in a reporting unit’s carrying value relative to its fair value.
      In 2002, the Company discontinued the amortization of goodwill in accordance with SFAS No. 142. Goodwill impairment tests were performed as of January 2004, 2003 and 2002 and no goodwill impairments were indicated.

67


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
4.  Goodwill (Continued)

      The following table shows the effect of the elimination of amortization of goodwill on the Company’s 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.

                 
2001 2000
millions except per share amounts

Net income (loss) available to common stockholders
  $ (188 )   $ 796  
Add: Goodwill amortization
    73       31  
     
     
 
Adjusted net income (loss)
  $ (115 )   $ 827  
     
     
 
EPS — basic
  $ (0.75 )   $ 4.32  
Goodwill amortization per share — basic
    0.29       0.17  
     
     
 
Adjusted EPS — basic
  $ (0.46 )   $ 4.49  
     
     
 
EPS — diluted
  $ (0.75 )   $ 4.16  
Goodwill amortization per share — diluted
    0.29       0.16  
     
     
 
Adjusted EPS — diluted
  $ (0.46 )   $ 4.32  
     
     
 
      The changes in goodwill since 2001 are due primarily to changes in foreign currency exchange rates and changes in deferred income tax liabilities related to previous acquisitions. Future changes in goodwill may result from, among other things, changes in foreign currency exchange rates, changes in deferred income tax liabilities related to previous acquisitions, divestitures, impairments or future acquisitions. See Note 18.

5.  Acquisitions

      In December 2002, the Company acquired Howell Corporation (Howell). The common stockholders of Howell received $20.75 per share and holders of Howell’s $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.

      In August 2001, the Company acquired Gulfstream Resources Canada Limited (Gulfstream). The Gulfstream shares were purchased for C$2.65 per share. The total value of the acquisition was $128 million, including the assumption of $10 million of debt.
      In March 2001, Anadarko acquired Canadian based Berkley for C$11.40 per share. The total value of the acquisition was $1.0 billion, including the assumption of $236 million of debt. Goodwill recorded related to the Berkley acquisition was $245 million.
      The unaudited pro forma results of operations including the acquisition transactions in 2002 and 2001 would not have been significantly different from actual results for 2002 and 2001.
      Costs related to corporate acquisitions of $14 million and $45 million for the years ended December 31, 2002 and 2001, respectively, were recorded as administrative and general expense. These costs related primarily to the issuance of stock for retention of employees, deferred compensation, transition, integration, hiring, relocation and employee retention bonuses.

6.  Inventories

      The major classes of inventories, which are included in other current assets, are as follows:

                 
2003 2002
millions

Materials and supplies
  $ 77     $ 75  
Natural gas
    29       16  
Crude oil and NGLs
    19       15  
     
     
 
Total
  $ 125     $ 106  
     
     
 

68


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

7.  Properties and Equipment

      A summary of the original cost of properties and equipment by classification follows:

                 
2003 2002
millions

Oil and gas properties
  $ 24,272     $ 20,467  
Mineral properties
    1,211       1,211  
Gathering facilities
    341       310  
General properties
    543       607  
     
     
 
Total
  $ 26,367     $ 22,595  
     
     
 

      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 Company’s investment in countries where proved reserves have not been established was $76 million and $63 million, respectively.

      During 2003, 2002 and 2001, the Company made provisions for impairments of U.S. and international oil and gas properties of $103 million, $39 million and $2.5 billion, respectively. In 2003, the Company recorded an impairment of $68 million related to a ceiling test impairment of oil and gas properties in Qatar as a result of lower future production estimates and unsuccessful exploration activities. The remaining 2003 impairment of $35 million related primarily to unsuccessful exploration activities in Australia, Gabon, Tunisia, Angola and Kazakhstan. In 2002, the Company recorded international impairments of $39 million in Congo, Oman, Australia and Tunisia primarily due to unsuccessful exploration activities. As a result of low oil and gas prices at September 30, 2001, Anadarko’s capitalized costs of oil and gas properties primarily in the United States, Canada and Argentina exceeded the ceiling limitation and the Company recorded a $2.5 billion ($1.6 billion after income taxes) noncash writedown in the third quarter of 2001. The pretax writedown is reflected as additional accumulated DD&A in the accompanying balance sheet. The remaining 2001 impairment of $18 million related to unsuccessful exploration activities in the United Kingdom and Ghana.
      Total interest costs incurred during 2003, 2002 and 2001 were $374 million, $358 million and $301 million, respectively. Of these amounts, the Company capitalized $121 million, $155 million and $209 million during 2003, 2002 and 2001, respectively. Capitalized interest is included as part of the cost of oil and gas properties. The interest rates for capitalization are based on the Company’s weighted average cost of borrowings used to finance the expenditures applied to costs excluded on which exploration and development activities are in progress.
      Oil and gas properties include internal costs related to exploration and development activities of $187 million, $196 million and $178 million capitalized during 2003, 2002 and 2001, respectively.

69


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

8.  Debt

      A summary of debt follows:

                                 
2003 2002


Principal Carrying Value Principal Carrying Value
millions



Notes Payable, Banks*
  $     $     $ 44     $ 44  
Commercial Paper*
                181       181  
Long-term Portion of Capital Lease
    1       1       7       7  
6 3/4% Notes due 2003
                73       73  
5 7/8% Notes due 2003
                83       83  
6.5% Notes due 2005
    170       168       170       166  
7.375% Debentures due 2006
    88       88       88       87  
7% Notes due 2006
    174       171       174       171  
5 3/8% Notes due 2007
    650       648       650       647  
3.25% Notes due 2008
    350       349              
6.75% Notes due 2008
    116       111       116       111  
7.8% Debentures due 2008
    11       11       11       11  
7.3% Notes due 2009
    85       83       85       83  
6 3/4% Notes due 2011
    950       910       950       912  
6 1/8% Notes due 2012
    400       395       400       395  
5% Notes due 2012
    300       298       300       297  
7.05% Debentures due 2018
    114       105       114       105  
Zero Coupon Convertible Debentures due 2020
                380       380  
Zero Yield Puttable Contingent Debt Securities due 2021
    30       30       30       30  
7.5% Debentures due 2026
    112       106       112       106  
7% Debentures due 2027
    54       54       54       54  
6.625% Debentures due 2028
    17       17       17       17  
7.15% Debentures due 2028
    235       213       235       212  
7.20% Debentures due 2029
    135       135       135       135  
7.95% Debentures due 2029
    117       117       117       117  
7 1/2% Notes due 2031
    900       861       900       862  
7.73% Debentures due 2096
    61       61       61       61  
7.5% Debentures due 2096
    83       77       83       75  
7 1/4% Debentures due 2096
    49       49       49       49  
     
     
     
     
 
Total debt
  $ 5,202       5,058     $ 5,619       5,471  
     
             
         
Less current portion
                          300  
             
             
 
Total long-term debt
          $ 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.

      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.

      Anadarko has noncommitted lines of credit from several banks. The general provisions of these lines of credit provide for Anadarko to borrow funds for terms and rates offered from time to time by the banks. There are no fees associated with these lines of credit.
      The Company has commercial paper programs that allow Anadarko to borrow funds, at rates as offered, by issuing notes to investors for terms of up to one year.
      At December 31, 2003, $30 million of notes, debentures and securities will mature or may be put to Anadarko within the next twelve months. In accordance with SFAS No. 6, “Classification of Short-term Obligations Expected to be Refinanced,” this $30 million is classified as long-term debt, since Anadarko has the intent and ability to refinance this debt under the terms of Anadarko’s bank credit agreement.

70


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
8.  Debt (Continued)

      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.

      In February 2002, the Company issued $650 million principal amount of 5 3/8% Notes due 2007. In March 2002, the Company issued $400 million principal amount of 6 1/8% Notes due 2012. The net proceeds from these issuances were used to reduce floating rate debt and to fund the ZYP-CODES put to the Company for repayment in March 2002.
      In April 2002, Anadarko filed a shelf registration statement with the SEC that permits the issuance of up to $1 billion in debt securities, preferred stock, preferred securities, depositary shares, common stock, warrants, purchase contracts and purchase units. Net proceeds, terms and pricing of the offerings of securities issued under the shelf registration statement will be determined at the time of the offerings. After giving effect to the securities issuances described below, the Company may issue, subject to market conditions, up to $350 million in additional securities under this registration statement.
      In September 2002, Anadarko issued $300 million principal amount of 5% Notes due 2012. The net proceeds from the issuance were used to reduce floating rate debt. These notes were issued under the shelf registration statement filed in April 2002.
      In April 2003, Anadarko redeemed for cash its callable Zero Coupon Convertible Debentures due 2020. Anadarko funded the $384 million redemption with available credit facilities that carried a lower effective interest rate. Anadarko paid $556.46 per debenture, reflecting the issue price plus accrued interest at 3.5%.
      In May 2003, the Company issued $350 million principal amount of 3.25% Notes due 2008. The net proceeds from this issuance were used to reduce floating rate debt that was incurred in April 2003 to redeem the Zero Coupon Convertible Debentures due 2020. These notes were issued under the shelf registration statement filed in April 2002.
      In October 2003, the Company terminated its existing revolving credit agreements and entered into a $750 million 364-Day Revolving Credit Agreement with a syndicate of 21 U.S. and Canadian lenders. The agreement terminates in October 2004 or October 2005 if any loan under the agreement is converted to a term loan. As of December 31, 2003, the Company had no outstanding borrowings under this agreement.
      At December 31, 2003 and 2002, a Canadian subsidiary had $99 million and $98 million, respectively, outstanding fixed-rate notes and debentures denominated in U.S. dollars. During 2003, 2002 and 2001, the Company recognized $20 million in gains, $5 million of gains and $25 million of losses, respectively, before income taxes associated with the foreign currency remeasurement of this debt.
      Total sinking fund and installment payments related to debt for the five years ending December 31, 2008 are shown below. The payments related to the ZYP-CODES holders’ put right are included in the amounts shown in a manner consistent with the terms for repayment of Anadarko’s bank credit agreement.
         
millions
2004
  $  
2005
    200  
2006
    262  
2007
    650  
2008
    477  

71


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

9.  Financial Instruments

      The following information provides the carrying value and estimated fair value of the Company’s financial instruments:

                   
Carrying
Amount Fair Value
millions

2003
               
Cash and cash equivalents
  $ 62     $ 62  
Total debt
    5,058       5,760  
Commodity derivative instruments (including firm transportation
keep-whole agreement)
               
 
Asset
    77       77  
 
Liability
    (358 )     (358 )
2002
               
Cash and cash equivalents
  $ 34     $ 34  
Total debt
    5,471       6,252  
Commodity derivative instruments (including firm transportation
keep-whole agreement)
               
 
Asset
    85       85  
 
Liability
    (288 )     (288 )
Foreign currency derivative instruments
    (8 )     (8 )

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.

      Anadarko also enters into commodity derivative financial instruments (futures, swaps and options) and physical delivery contracts for trading purposes with the objective of generating profits from exposure to changes in the market price of natural gas and crude oil. These derivative instruments are also used to meet customers’ pricing requirements while achieving a price structure consistent with the Company’s overall pricing strategy. In addition, the Company may use options and swaps to reduce exposure to losses on its firm transportation keep-whole commitment with Duke Energy Field Services, Inc. (Duke). Essentially all of the derivatives used for trading purposes have a term of less than one year, with most having a term of less than three months.
      Futures contracts are generally used to fix the price of expected future gas sales and oil sales at major industry trading locations; e.g., Henry Hub, Louisiana for gas and Cushing, Oklahoma for oil. Swap agreements are generally used to fix or float the price of oil and gas at major trading locations. Basis swaps are used to fix the price differential between the price of gas at Henry Hub and various other market locations. Physical delivery purchase and sale agreements require the receipt or delivery of physical product at a specified location and price. The pricing can be fixed or market-based. Options are generally used to fix a floor and a ceiling price (collar) for the Company’s expected future gas sales and oil sales. Settlements of futures contracts are guaranteed by the New York Mercantile Exchange

72


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
9.  Financial Instruments (Continued)

(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:

                   
2003 2002
millions

Fair Value — Liability
               
 
Current
  $ (232 )   $ (115 )
 
Noncurrent
    (10 )     (39 )
     
     
 
 
Total
  $ (242 )   $ (154 )
     
     
 
Accumulated other comprehensive loss before income taxes
  $ (193 )   $ (128 )
Accumulated other comprehensive loss after income taxes
  $ (122 )   $ (81 )

      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


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
9.  Financial Instruments (Continued)

      Below is a summary of the Company’s 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.

                   
2004 2005
Natural Gas

Three-Way Collars (thousand MMBtu/d)
    319       19  
NYMEX price per MMBtu
               
 
Floor sold price
  $ 2.87     $ 2.20  
 
Floor purchased price
  $ 3.94     $ 3.00  
 
Ceiling sold price
  $ 5.52     $ 4.83  
Two-Way Collars (thousand MMBtu/d)
    44       26  
NYMEX price per MMBtu
               
 
Floor purchased price
  $ 4.29     $ 3.76  
 
Ceiling sold price
  $ 6.43     $ 5.65  
Fixed Price (thousand MMBtu/d)
    259       33  
NYMEX price per MMBtu
  $ 3.86     $ 3.46  
Total (thousand MMBtu/d)
    622       78  
Basis Swaps (thousand MMBtu/d)
    197       53  
Price per MMBtu
  $ (0.13 )   $ (0.22 )

     


   MMBtu — million British thermal units

   MMBtu/d — million British thermal units per day

                   
2004 2005
Crude Oil

Three-Way Collars (MBbls/d)
    38        
NYMEX price per barrel
               
 
Floor sold price
  $ 20.13     $  
 
Floor purchased price
  $ 24.61     $  
 
Ceiling sold price
  $ 30.00     $  
Two-Way Collars (MBbls/d)
    3       2  
NYMEX price per barrel
               
 
Floor purchased price
  $ 22.00     $ 22.00  
 
Ceiling sold price
  $ 26.32     $ 26.32  
Fixed Price (MBbls/d)
    26        
NYMEX price per barrel
  $ 27.22     $  
Total (MBbls/d)
    67       2  

     


   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


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
9.  Financial Instruments (Continued)

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 Company’s marketing and trading derivative financial instruments as of December 31, 2003 and 2002 are as follows:

                   
2003 2002
millions

Fair Value — Asset (Liability)
               
 
Current
  $ 33     $ 24  
 
Noncurrent
    4        
     
     
 
 
Total
  $ 37     $ 24  
     
     
 

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 Company’s 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 contract’s 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 Company’s 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.

      The fair value of the short-term portion of the firm transportation keep-whole agreement is calculated based on quoted natural gas basis prices. Basis is the difference in value between gas at various delivery points and the NYMEX gas futures contract price. Management believes that natural gas basis price quotes beyond the next twelve months are not reliable indicators of fair value due to decreasing liquidity. Accordingly, the fair value of the long-term portion is estimated based on historical natural gas basis prices, discounted at 10% per year. Management also periodically evaluates the supply and demand factors (such as expected drilling activity, anticipated pipeline construction projects, expected changes in demand at pipeline delivery points, etc.) that may impact the future market value of the firm transportation capacity to determine if the estimated fair value should be adjusted. The Company recognized other income of $9 million, $35 million and $91 million during 2003, 2002 and 2001, respectively, related to the keep-whole agreement and associated derivative instruments. As of December 31, 2003, accounts payable included $27 million and other long-term liabilities included $49 million related to the keep-whole agreement and associated derivative instruments. As of December 31, 2002 accounts payable included $5 million and other long-term liabilities included $68 million, related to the keep-whole agreement.

75


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
9.  Financial Instruments (Continued)

      Anticipated undiscounted and discounted liabilities for the firm transportation keep-whole agreement at December 31, 2003 are as follows:

                 
Undiscounted Discounted
millions

2004
  $ 27     $ 27  
2005
    20       18  
2006
    19       15  
2007
    14       10  
2008
    9       5  
2009
    1       1  
     
     
 
Total
  $ 90     $ 76  
     
     
 

      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   Anadarko’s Canadian subsidiaries use the Canadian dollar as their functional currency. The Company’s 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 country’s 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 subsidiary’s functional currency. These asset and liability balances are remeasured for the preparation of the subsidiary’s 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.

      Anadarko has the option to redeem the shares at $100 per Depositary Share on or after May 15, 2008. Holders of the shares are entitled to receive, when, and as declared by the Board of Directors, cumulative cash dividends at an annual dividend rate of $5.46 per Depositary Share. In the event of a liquidation of the Company, the holders of the shares will be entitled to receive liquidating distributions in the amount of $100 per Depositary Share plus any accrued or unpaid dividends, before any distributions are made on the Company’s common stock.
      Anadarko repurchased $12 million, $2 million and $97 million of preferred stock during 2003, 2002 and 2001, respectively. No gain or loss was recorded in 2003 and 2002 related to the preferred stock repurchases. A gain of $13 million was recorded to paid-in capital during 2001. During 2003, 2002 and 2001, dividends of $54.60 per share (equivalent to $5.46 per Depositary Share) were paid to holders of preferred stock.

76


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

11.  Common Stock and Stock Options

      Following is a schedule of the changes in the Company’s shares of common stock:

                         
2003 2002 2001
millions


Shares of common stock issued
                       
Beginning of year
    255       254       253  
Exercise of stock options
    2       1       1  
Issuance of restricted stock
    1              
     
     
     
 
End of year
    258       255       254  
     
     
     
 
Shares of common stock held in treasury
                       
Beginning of year
    3       2        
Purchase of treasury stock
          1       2  
     
     
     
 
End of year
    3       3       2  
     
     
     
 
Shares of common stock held for deferred compensation and unearned employee stock ownership plans
                       
Beginning of year
    1       1       1  
Issuance of restricted stock
    1              
     
     
     
 
End of year
    2       1       1  
     
     
     
 
Shares of common stock held for Executives and Directors Benefits Trust
                       
Beginning of year
    2       2       2  
     
     
     
 
End of year
    2       2       2  
     
     
     
 
Shares of common stock outstanding at end of year
    251       249       249  
     
     
     
 

      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 Company’s 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.

      The Anadarko Dividend Reinvestment and Stock Purchase Plan (DRIP) offers the opportunity to reinvest dividends and provides an alternative to traditional methods of buying, holding and selling Anadarko common stock. The DRIP provides the Company with a means of raising additional capital for general corporate purposes. The Company has a registration statement with the SEC that permits the issuance of up to 10 million shares of common stock under the DRIP. As of December 31, 2003, approximately 9 million shares of common stock were available for issuance under this registration statement.
      Under the Anadarko Stockholders Rights Plan, Rights were attached automatically to each outstanding share of common stock in 1998. Each Right, at the time it becomes exercisable and transferable apart from the common stock, entitles stockholders to purchase from the Company 1/1000th of a share of a new series of junior participating preferred stock at an exercise price of $175. The Right will be exercisable only if a person or group acquires 15% or more of Anadarko common stock or announces a tender offer or exchange offer, the consummation of which would result in ownership by a person or group of 15% or more of Anadarko common stock. The Board of Directors may elect to exchange and redeem the Rights. The Rights expire in 2008.
      In 2001, the Board of Directors authorized the Company to purchase up to $1 billion in shares of Anadarko common stock. The share purchases may be made from time to time, depending on market conditions. Shares may be

77


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
11.  Common Stock and Stock Options (Continued)

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.

      During 2002 and 2001 in conjunction with the stock purchase program, Anadarko sold put options to independent third parties. These put options entitled the holder to sell shares of Anadarko common stock to the Company on certain dates at specified prices. During 2001, Anadarko sold put options for the purchase of a total of 5 million shares of Anadarko common stock with a notional amount of $240 million. A put option for 1 million shares was exercised and put options for 4 million shares expired unexercised in 2001 and 2002. During 2001, premiums of $15 million were received related to these put options. In 2002, the Company entered into a put option for 1 million shares of Anadarko common stock with a notional amount of $46 million. This put option expired unexercised in 2002. The Company received premiums of $7 million during 2002. The premiums for put options were recorded as increases to paid-in capital. At December 31, 2003, there were no put options outstanding.
      As of December 31, 2003 and 2002, the Company had 2 million shares of common stock in the Anadarko Petroleum Corporation Executives and Directors Benefits Trust (Trust) to secure present and future unfunded benefit obligations of the Company. These benefit obligations are provided for under pension plans and deferred compensation plans for certain employees and nonemployee directors of the Company. The obligations included in accounts payable and other long-term liabilities — other are $32 million and $17 million as of December 31, 2003, respectively, and the obligations included in other long-term liabilities — other are $46 million as of December 31, 2002. The shares issued to the Trust are not considered outstanding for quorum or voting calculations, but the Trust receives dividends. Under the treasury stock method, the shares are not included in the calculation of EPS. The fair market value of these shares is included in common stock and paid-in capital and as a reduction to stockholders’ equity. See Note 20.
      Key employees may be granted options to purchase shares of Anadarko common stock and other stock related awards under the 1993 and the 1999 Stock Incentive Plans. Stock options are generally granted at the fair market value of Anadarko common stock on the date of grant and have a maximum term of 11 years from the date of grant.
      Nonemployee directors may be granted nonqualified stock options or deferred stock under the 1998 Director Stock Plan. Stock options are granted at the fair market value of Anadarko common stock on the date of grant and have a maximum term of ten years from the date of grant.

78


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

11.  Common Stock and Stock Options (Continued)

      Unexercised stock options are included in the diluted EPS using the treasury stock method. Information regarding the Company’s stock option plans is summarized below:

                                                 
2003 2002 2001



Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
option shares in millions





Shares under option at beginning of year
    15.3     $ 42.68       14.6     $ 42.49       14.4     $ 41.28  
Granted
    1.0     $ 43.31       1.4     $ 41.43       1.0     $ 58.12  
Exercised
    (2.1 )   $ 35.82       (0.6 )   $ 32.53       (0.6 )   $ 32.93  
Surrendered or expired
    (1.6 )   $ 47.55       (0.1 )   $ 53.35       (0.2 )   $ 59.72  
     
             
             
         
Shares under option at end of year
    12.6     $ 43.28       15.3     $ 42.68       14.6     $ 42.49  
     
             
             
         
Options exercisable at December 31
    9.5     $ 42.82       11.1     $ 40.93       7.9     $ 36.26  
     
             
             
         
Shares available for future grant at end of year
    2.1               2.5               3.6          
     
             
             
         
Weighted-average fair value of options granted during the year
          $ 17.83             $ 24.23             $ 22.71  

      The following table summarizes information about the Company’s stock options outstanding at December 31, 2003:

                                         
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
$ 0.00-$33.56
    2.7       2.9     $ 27.47       2.6     $ 29.13  
$33.60-$48.44
    3.0       5.6     $ 41.21       1.5     $ 38.35  
$48.53-$48.53
    5.6       3.3     $ 48.53       4.4     $ 48.53  
$48.94-$71.49
    1.3       3.8     $ 58.72       1.0     $ 59.33  
     
     
     
     
     
 
Total
    12.6       3.8     $ 43.28       9.5     $ 42.82  
     
     
     
     
     
 

      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.

79


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

11.  Common Stock and Stock Options (Continued)

      The reconciliation between basic and diluted EPS is as follows:

                                                                         
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








Basic EPS
                                                                       
Net income (loss) available to common stockholders before change in accounting principle
  $ 1,240       250     $ 4.97     $ 825       248     $ 3.32     $ (183 )     250     $ (0.73 )
                     
                     
                     
 
Effect of convertible debentures and ZYP-CODES
    3       2               9       10                              
Effect of dilutive stock options, performance-based stock awards and common stock put options
          1                     2                              
     
     
             
     
             
     
         
Diluted EPS
                                                                       
Net income (loss) available to common stockholders before change in accounting principle plus assumed conversion
  $ 1,243       253     $ 4.91     $ 834       260     $ 3.21     $ (183 )     250     $ (0.73 )
     
     
     
     
     
     
     
     
     
 

      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:

                         
2003 2002 2001
millions


Interest
  $ 262     $ 175     $ 96  
Income taxes
  $ 90     $ (62 )   $ 169  

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 Company’s common stock since 1986 and at year-end 2003 was the registered owner of 4.8% of Anadarko’s 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.

      Anadarko has two partners in the Block 404/208 PSA. Approximately $57 million, $23 million and $10 million was paid to Sonatrach in 2003, 2002 and 2001, respectively, for charges related to transportation of oil, oil purchases, well testing services, reservoir studies, laboratory services and equipment usage. During 2003, 2002 and 2001, zero, zero and $7 million, respectively, was received and $2 million was included in accounts receivable and $4 million was included in accounts payable as of December 31, 2003 and 2002, respectively, due to or from Sonatrach for joint interest billings of development costs in Algeria under the PSAs. Sonatrach, Anadarko and its joint venture partners formed a nonprofit company, Groupement Berkine, to carry out the majority of their joint operating activities under the PSA. Sonatrach, Anadarko and its joint venture partners fund the expenditures incurred by Groupement Berkine according to their participating interests under the PSA.
      Anadarko and its partners signed an amendment to the Block 404/208 PSA with Sonatrach in 2001, which allows exploration to resume on Blocks 404, 208 and 211 in areas outside of the exploitation license boundaries encompassing

80


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
13.  Transactions with Related Parties and Major Customers (Continued)

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.

      Anadarko signed two additional PSAs in 2001 and 2002 for Blocks 406b and 403c/e, respectively. The Company’s interest in Block 406b is 60% and in Block 403c/e is 67%. Each agreement is for an initial three year exploration phase with work commitments including seismic acquisition and one exploration well.
      Anadarko and partners have an Engineering, Procurement and Construction (EPC) contract to build an oil production facility in Algeria with Brown & Root-Condor, a company jointly owned by Brown & Root and affiliates of Sonatrach.
      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 Company’s operations in Algeria, where the Company has had activities since 1989. The Company’s activities in Algeria also are subject to the general risks associated with all foreign operations.
      Anadarko recognized revenues of $4 million, zero and $12 million in 2003, 2002 and 2001, respectively, for cumulative preferred dividends from OCI Wyoming Co., an equity affiliate. Anadarko owns a 20% common stock interest in OCI Wyoming Co. along with 100% of the cumulative preferred stock.
      The Company’s natural gas is sold to interstate and intrastate gas pipelines, direct end-users, industrial users, local distribution companies and gas marketers. Crude oil and condensate are sold to marketers, gatherers and refiners. NGLs are sold to direct end-users, refiners and marketers. These purchasers are located in the United States, Canada, England, Germany, Ireland, Italy, Mexico, Spain, Switzerland and Turkey. The majority of the Company’s receivables are paid within two months following the month of purchase.
      The Company generally performs a credit analysis of customers prior to making any sales to new customers or increasing credit for existing customers. Based upon this credit analysis, the Company may require a standby letter of credit or a financial guarantee. As of December 31, 2003 and 2002, accounts receivable are shown net of allowance for uncollectible accounts of $13 million and $16 million, respectively.
      In 2003, 2002 and 2001, sales to affiliates of Duke Energy Corporation were $1.4 billion, $874 million and $1.5 billion, respectively, which accounted for 28%, 23% and 31% of the Company’s total 2003, 2002 and 2001 revenues, respectively.

14.  Segment and Geographic Information

      Anadarko’s 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 Company’s 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 Anadarko’s 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.

      The Company’s accounting policies for segments are the same as those described in the summary of accounting policies. Management evaluates segment performance based on profit or loss from operations before income taxes and various other factors. Transfers between segments are accounted for at market value.

81


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
14.  Segment and Geographic Information (Continued)

      The following table illustrates information related to Anadarko’s business segments:

                                           
Intercompany
Oil and Gas Marketing Eliminations
Exploration and and All
and Production Trading Minerals Other Total
millions




2003
                                       
Revenues
  $ 2,977     $ 142     $ 29     $ 1,974     $ 5,122  
Intersegment revenues
    1,958       12             (1,970 )      
     
     
     
     
     
 
 
Total revenues
    4,935       154       29       4       5,122  
Depreciation, depletion and amortization
    1,223       18       3       53       1,297  
Impairments related to oil and gas properties
    103                         103  
Restructuring costs
    15                   25       40  
Other costs and expenses
    1,087       114       2       271       1,474  
     
     
     
     
     
 
 
Total costs and expenses
    2,428       132       5       349       2,914  
Other (income) expense
          (9 )           243       234  
     
     
     
     
     
 
Income (loss) before income taxes
  $ 2,507     $ 31     $ 24     $ (588 )   $ 1,974  
     
     
     
     
     
 
Net properties and equipment
  $ 15,560     $ 253     $ 1,199     $ 384     $ 17,396  
     
     
     
     
     
 
Capital expenditures
  $ 2,719     $ 33     $     $ 40     $ 2,792  
     
     
     
     
     
 
Goodwill
  $ 1,389     $     $     $     $ 1,389  
     
     
     
     
     
 
2002
                                       
Revenues
  $ 2,428     $ 126     $ 41     $ 1,250     $ 3,845  
Intersegment revenues
    1,236       9             (1,245 )      
     
     
     
     
     
 
 
Total revenues
    3,664       135       41       5       3,845  
Depreciation, depletion and amortization
    1,056       19       3       43       1,121  
Impairments related to oil and gas properties
    39                         39  
Other costs and expenses
    907       116       2       250       1,275  
     
     
     
     
     
 
 
Total costs and expenses
    2,002       135       5       293       2,435  
Other (income) expense
          (35 )           238       203  
     
     
     
     
     
 
Income (loss) before income taxes
  $ 1,662     $ 35     $ 36     $ (526 )   $ 1,207  
     
     
     
     
     
 
Net properties and equipment
  $ 13,204     $ 237     $ 1,202     $ 455     $ 15,098  
     
     
     
     
     
 
Capital expenditures
  $ 2,310     $ 13     $     $ 65     $ 2,388  
     
     
     
     
     
 
Goodwill
  $ 1,434     $     $     $     $ 1,434  
     
     
     
     
     
 

82


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
14.  Segment and Geographic Information (Continued)
                                           
Intercompany
Oil and Gas Marketing Eliminations
Exploration and and All
and Production Trading Minerals Other Total
millions




 
2001
                                       
Revenues
  $ 3,172     $ 125     $ 57     $ 1,364     $ 4,718  
Intersegment revenues
    1,371       17             (1,388 )      
     
     
     
     
     
 
 
Total revenues
    4,543       142       57       (24 )     4,718  
Depreciation, depletion and amortization
    1,110       12       4       28       1,154  
Impairments related to oil and gas properties
    2,546                         2,546  
Other costs and expenses
    950       115       4       312       1,381  
     
     
     
     
     
 
 
Total costs and expenses
    4,606       127       8       340       5,081  
Other (income) expense
          (91 )           118       27  
     
     
     
     
     
 
Income (loss) before income taxes
  $ (63 )   $ 106     $ 49     $ (482 )   $ (390 )
     
     
     
     
     
 
Net properties and equipment
  $ 11,765     $ 253     $ 1,206     $ 413     $ 13,637  
     
     
     
     
     
 
Capital expenditures
  $ 3,072     $ 66     $     $ 178     $ 3,316  
     
     
     
     
     
 
Goodwill
  $ 1,430     $     $     $     $ 1,430  
     
     
     
     
     
 

      The following table shows Anadarko’s revenues (based on the origin of the sales) and net properties and equipment by geographic area:

                         
2003 2002 2001
millions


Revenues
                       
United States
  $ 3,531     $ 2,463     $ 3,537  
Canada
    866       649       794  
Algeria
    541       574       195  
Other International
    184       159       192  
     
     
     
 
Total
  $ 5,122     $ 3,845     $ 4,718  
     
     
     
 
                 
2003 2002
millions

Net Properties and Equipment
               
United States
  $ 12,734     $ 11,258  
Canada
    2,924       2,096  
Algeria
    909       898  
Other International
    829       846  
     
     
 
Total
  $ 17,396     $ 15,098  
     
     
 

83


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

15.  Restructuring Costs

      In July 2003, Anadarko announced a cost reduction plan to reduce overhead costs from the Company’s 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 summarizes the Company’s restructuring costs. Activity for 2003 also represents the cumulative amounts.
                   
Total
Expected
Costs 2003
millions

Costs by category
               
 
One-time employee termination benefits
  $ 29     $ 29  
 
Contract termination costs
    3       3  
 
Other
    9       8  
     
     
 
 
Total
  $ 41     $ 40  
     
     
 
Costs by segment
               
 
Corporate
  $ 25     $ 25  
 
Oil and gas exploration and production
    16       15  
     
     
 
 
Total
  $ 41     $ 40  
     
     
 

      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.

           
millions
Restructuring costs liability as of July 1, 2003
  $  
 
Costs incurred during the period
    40  
 
Cash payments during the period
    (35 )
     
 
Restructuring costs liability as of December 31, 2003
  $ 5  
     
 

16.  Other Taxes

      Significant taxes other than income taxes are as follows:

                         
2003 2002 2001
millions


Production and severance
  $ 154     $ 99     $ 139  
Ad valorem
    116       91       85  
Payroll and other
    24       24       23  
     
     
     
 
Total
  $ 294     $ 214     $ 247  
     
     
     
 

84


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

17.  Other (Income) Expense

      Other (income) expense consists of the following:

                         
2003 2002 2001
millions


Foreign currency exchange (gains) losses*
  $ (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
  $ (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.

18.  Income Taxes

      Income tax expense (benefit), including deferred amounts, is summarized as follows:

                         
2003 2002 2001
millions


Current
                       
Federal
  $ 66     $ (8 )   $ 32  
State
    4       9       5  
Foreign
    147       178       50  
     
     
     
 
Total
    217       179       87  
     
     
     
 
Deferred
                       
Federal
    380       194       (38 )
State
    28       10       (5 )
Foreign
    104       (7 )     (258 )
     
     
     
 
Total
    512       197       (301 )
     
     
     
 
Total
  $ 729     $ 376     $ (214 )
     
     
     
 

85


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
18.  Income Taxes (Continued)

      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:

                           
2003 2002 2001
millions


Income (Loss) Before Income Taxes
                       
 
Domestic
  $ 1,359     $ 706     $ 67  
 
Foreign
    615       501       (457 )
     
     
     
 
Total
  $ 1,974     $ 1,207     $ (390 )
     
     
     
 
Statutory tax rate
    35 %     35 %     35 %
 
Tax computed at statutory rate
  $ 691     $ 423     $ (137 )
Adjustments resulting from:
                       
 
State income taxes (net of federal income tax benefit)
    21       12        
 
Oil and gas credits
    (17 )     (15 )     (22 )
 
Taxes related to foreign operations (net of federal income tax benefit)
    63       (42 )     (51 )
 
Reversal of goodwill amortization
                22  
 
Effect of change in Canadian income tax rates
    (46 )     (5 )     (31 )
 
Other — net
    17       3       5  
     
     
     
 
Total income tax expense (benefit)
  $ 729     $ 376     $ (214 )
     
     
     
 
Effective tax rate
    37 %     31 %     55 %
     
     
     
 

      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.

      Tax benefits related to restructuring of certain foreign operations of $24 million, $49 million and $42 million in 2002, 2001 and 2000, respectively, have been credited to a deferred liability account. That account was charged for $152 million in 2001 as a result of the sale of a wholly-owned subsidiary. The resulting deferred asset balance is being amortized on a straight line basis over a range of 11 to 20 years.
      In 2001, tax expense in the amount of $10 million was recorded directly to goodwill relating to the sale of a wholly-owned subsidiary, which was acquired in a corporate acquisition.
      Certain subsidiaries of the Company are currently under examination by the Internal Revenue Service (IRS) and various foreign jurisdictions for years prior to their acquisition by the Company. As a result of these examinations, the Company determined that a deferred tax liability of approximately $97 million is no longer required. Accordingly, the deferred tax liability balance has been reduced by this amount with a corresponding decrease in goodwill. Future events including the conclusion of examinations by taxing authorities and settlements of intercompany tax sharing agreements with the former parent of an acquired subsidiary may require additional adjustments to goodwill.
      The Company is currently under examination by the IRS for income tax years 2000 to 2002. The Company believes that it has adequately provided for income taxes.

86


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
18.  Income Taxes (Continued)

      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:

                 
2003 2002
millions

Oil and gas exploration and development costs
  $ 3,573     $ 2,942  
Mineral operations
    419       423  
Other
    725       792  
     
     
 
Gross noncurrent deferred tax liabilities
    4,717       4,157  
     
     
 
Net operating loss carryforward
    (231 )     (102 )
Alternative minimum tax credit carryforward
    (151 )     (146 )
Other
    (298 )     (378 )
     
     
 
Gross noncurrent deferred tax assets
    (680 )     (626 )
Less: valuation allowance on deferred tax assets not expected to be realized
    215       102  
     
     
 
Net noncurrent deferred tax assets
    (465 )     (524 )
     
     
 
Net noncurrent deferred tax liabilities
  $ 4,252     $ 3,633  
     
     
 

      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.

      In accordance with APB Opinion No. 23, “Accounting for Income Taxes — Special Areas,” the Company has not recognized federal deferred income taxes on the undistributed earnings of certain of its foreign subsidiaries that are indefinitely reinvested outside the U.S. With respect to its investment in one such subsidiary, the Company has an excess financial statement amount over tax basis. The amount of such excess, a taxable temporary difference in accordance with SFAS No. 109, “Accounting for Income Taxes,” is approximately $560 million. This taxable temporary difference would become taxable in the U.S. in the event of a distribution of the subsidiary’s earnings or a disposition of its shares. Calculation of the federal deferred income taxes related to this taxable temporary difference, which may be partially offset by foreign tax credits, is not practicable.
      Tax carryforwards at December 31, 2003, which are available for future utilization on income tax returns, are as follows:
                                 
Domestic Foreign
Domestic Foreign Expiration Expiration
millions



Alternative minimum tax (AMT) credit
  $ 151     $       Unlimited        
General business tax credit
  $ 4     $ 3       2023       2004-2005  
Net operating loss — regular tax
  $ 10     $ 351       2018-2019       2004-Unlimited  
Net operating loss — AMT
  $ 10     $       2018-2019        
Net operating loss — state
  $ 1,471     $       2004-2020        
Capital loss
  $ 23     $ 21       2006       Unlimited  
Foreign tax credit
  $ 26     $       2005-2008        

87


 

 
ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001

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:

                         
Operating
Capital Operating Sublease
Leases Leases Income
millions


2004
  $ 6     $ 57     $ (7 )
2005
    1       60       (5 )
2006
          60       (5 )
2007
          60       (5 )
2008
          58       (5 )
Later years
          103       (16 )
     
     
     
 
Total future minimum lease payments
    7     $ 398     $ (43 )
             
     
 
Less: amounts representing interest
                     
     
                 
Present value of minimum capital lease obligations
    7                  
     
                 
Less: short-term portion of capital lease obligations
    6                  
     
                 
Long-term portion of capital lease obligations
  $ 1                  
     
                 

      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 Company’s 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.

      The lease term is seven years and the monthly lease payments are based on the London interbank borrowing rate applied against the lease balance. The lease contains various covenants including covenants regarding the Company’s financial condition. Default under the lease, including violation of these covenants, could require the Company to purchase the facilities for a specified amount, which approximates the lessor’s original cost of $214 million. As of December 31, 2003, the Company was in compliance with these covenants.
      At the end of the lease term, the Company has an option to either purchase the facilities for the purchase option amount of the lease balance plus any outstanding lease payments or assist the lessor in the sale of the properties. The Company has provided a residual value guarantee for any deficiency of up to $187 million if the properties are sold for less than the lease balance. In addition, the Company is entitled to any proceeds from a sale of the properties in excess of the lease balance.
      The Company has a $7 million liability and corresponding prepaid rent asset as of December 31, 2003 related to its residual value guarantee on the corporate office buildings. If the Company determines that it is probable that the expected fair value of the property at the end of the lease term will be less than the lease balance, the liability will be adjusted accordingly. Currently, Management does not believe it is probable that the fair market value of the properties will be less than the lease balance at the end of the lease term.

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
19.  Commitments (Continued)

Aircraft   The table of future minimum lease payments above includes the Company’s 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. Anadarko’s 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 Company’s health care plans. The Company’s retiree life insurance plan is noncontributory. The Company uses a December 31 measurement date for the majority of its plans.

      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.

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
20. Pension Plans, Other Postretirement Benefits and Employee Savings Plans (Continued)

      The following table sets forth the Company’s 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.

                                   
Pension Benefits Other Benefits


2003 2002 2003 2002
millions



Change in benefit obligation
                               
Benefit obligation at beginning of year
  $ 489     $ 417     $ 131     $ 123  
Service cost
    22       14       7       5  
Interest cost
    34       29       9       8  
Plan amendments
    21             (6 )     (7 )
Special termination benefits
    3                    
Actuarial loss
    26       61       29       8  
Foreign currency exchange rate change
    8                    
Benefit payments
    (44 )     (32 )     (9 )     (6 )
     
     
     
     
 
Benefit obligation at end of year
  $ 559     $ 489     $ 161     $ 131  
     
     
     
     
 
Change in plan assets
                               
Fair value of plan assets at beginning of year
  $ 286     $ 338     $     $  
Actual return on plan assets
    58       (26 )            
Employer contributions
    66       6       9       6  
Foreign currency exchange rate change
    9                    
Benefit payments
    (44 )     (32 )     (9 )     (6 )
     
     
     
     
 
Fair value of plan assets at end of year
  $ 375     $ 286     $     $  
     
     
     
     
 
Funded status of the plan
  $ (184 )   $ (203 )   $ (161 )   $ (131 )
Unrecognized actuarial loss
    174       195       58       31  
Unrecognized prior service cost
    8       8             8  
Unrecognized initial asset
          (1 )            
     
     
     
     
 
Total recognized
  $ (2 )   $ (1 )   $ (103 )   $ (92 )
     
     
     
     
 
Total recognized amounts in the balance sheet consist of:
                               
 
Prepaid benefit cost
  $ 21     $ 24     $     $  
 
Accrued benefit liability
    (123 )     (155 )     (103 )     (92 )
 
Intangible asset
    10       11              
 
Other comprehensive expense
    90       119              
     
     
     
     
 
Total recognized
  $ (2 )   $ (1 )   $ (103 )   $ (92 )
     
     
     
     
 

      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 Company’s benefit obligation under the unfunded pension plans are secured by the Anadarko Petroleum Corporation Executives and Directors Benefits Trust. See Note 11.

      In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care plans that provide a benefit that is at least actuarially equivalent to Medicare

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
20. Pension Plans, Other Postretirement Benefits and Employee Savings Plans (Continued)

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.

      The following table sets forth the Company’s pension and other postretirement benefit cost.
                                                 
Pension Benefits Other Benefits


2003 2002 2001 2003 2002 2001
millions





Components of net periodic benefit cost
                                               
Service cost
  $ 22     $ 14     $ 11     $ 7     $ 5     $ 3  
Interest cost
    34       29       27       9       8       6  
Expected return on plan assets
    (30 )     (31 )     (28 )                  
Settlements
    17                                
Special termination benefits
    3                                
Amortization values and deferrals
    14       4       1       2       1       (1 )
     
     
     
     
     
     
 
Net periodic benefit cost
  $ 60     $ 16     $ 11     $ 18     $ 14     $ 8  
     
     
     
     
     
     
 

      As a result of the Company’s 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 Company’s 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 accumulated pension and other postretirement benefit obligations as of December 31, 2003 and 2002:
                                 
Pension Other
Benefits Benefits


2003 2002 2003 2002
percent



Discount rate
    6.25 %     6.75 %     6.25 %     6.75 %
Rates of increase in compensation levels
    5.0 %     5.0 %     5.0 %     5.0 %

      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:

                                 
Pension Other
Benefits Benefits


2003 2002 2003 2002
percent



Discount rate
    6.75 %     7.25 %     6.75 %     7.25 %
Long-term rate of return on plan assets
    8.0 %     9.0 %     n/a       n/a  
Rates of increase in compensation levels
    5.0 %     5.0 %     5.0 %     5.0 %

      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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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
20. Pension Plans, Other Postretirement Benefits and Employee Savings Plans (Continued)

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.

      The Company’s pension plan as of December 31, 2003 and 2002 was comprised of assets by category as follows:
                 
2003 2002
percent

Assets
               
Equity securities
    69 %     55 %
Fixed income
    27       43  
Other
    4       2  
     
     
 
Total
    100 %     100 %
     
     
 

      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 Company’s 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 Company’s pension plans.

      The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid.
                 
Pension Benefits Other Benefits
millions

2004
  $ 62     $ 9  
2005
    45       8  
2006
    49       9  
2007
    53       10  
2008
    53       10  
2009-2013
    293       66  

      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:

                 
1% Increase 1% Decrease
millions

Effect on total of service and interest cost components
  $ 3     $ (3 )
Effect on other postretirement benefit obligation
  $ 19     $ (16 )

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 Company’s 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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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
20. Pension Plans, Other Postretirement Benefits and Employee Savings Plans (Continued)

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 Company’s minimum matching obligation is met.

      Shares held by the ESOP are included in the computation of earnings per share as ESOP shares are released from collateral. Releases of ESOP shares are allocated to participants’ accounts and are charged to compensation expense at the fair market value of the shares on the date of the employer match.
      As of December 31, 2003 and 2002, the unallocated shares in the ESOP were 0.4 million and 0.7 million, respectively, and the fair value of unallocated ESOP shares at December 31, 2003 and 2002 was $18 million and $32 million, respectively. In 2003, 2002 and 2001, no compensation cost related to the allocation of ESOP shares, other than expense under the ESP, was recorded.

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 Company’s 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. Wright’s 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.

      A group of royalty owners purporting to represent Anadarko’s gas royalty owners in Texas was granted class action certification styled Neinast, Russell, et al. v. Union Pacific Resources Company, et al. in December 1999, by the 21st Judicial District Court of Washington County, Texas, in connection with a gas royalty underpayment case against the Company. This certification did not constitute a review by the Court of the merits of the claims being asserted. The royalty owners’ pleadings did not specify the damages being claimed, although a demand for damages in the amount of

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
21.  Contingencies (Continued)

$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.

      A class action lawsuit styled Gilbert H. Coulter, et al. v. Anadarko Petroleum Corporation has been certified in the 26th Judicial District Court, Stevens County, Kansas. In this action, the royalty owners contend that royalty was underpaid as a result of the deduction for certain post-production costs in the calculation of royalty. The Company believes that its method of calculating royalty was proper, and thus plaintiffs’ claims are without merit. This case was certified as a class action in August 2000 and was tried in February 2002. It is uncertain at this time when the trial court will render its ruling.
      A royalty owner action styled Texas Osage Royalty Pool, Inc. v. UPRG, Inc., UP Fuels, Inc., et al. filed in January 1997 in the 335th District Court of Lee County, Texas became active during the first quarter of 2003. The case involves allegations that a company Anadarko acquired by merger in 2000, UPRG, Inc., failed to properly pay royalties due Texas Osage. In addition, the plaintiff contends that the Company failed to comply with express and implied provisions of various leases between April 1993 and the present. The Company is vigorously contesting the claims and believes royalties were properly paid based upon prices received in sales made to third-party purchasers or at sales prices comparable to third-party sales. The plaintiff served expert reports in the third quarter of 2003, which calculate the plaintiff’s royalty damages in a range between $4 million and $5 million. The plaintiff also claims additional damages of approximately $2 million with regard to certain specific land and development issues. The Company disputes these claims and the trial is scheduled for June 2004.

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 Field’s and Wilmington Refinery’s contributions. The Company participated in a settlement with the Environmental Protection Agency. The Company’s share of the settlement was about $5 million.

CITGO Litigation CITGO Petroleum Corporation’s (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 CITGO’s 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

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
21.  Contingencies (Continued)

party’s 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. FERC’s ruling regarding the ability of producers to collect the Kansas ad valorem tax was appealed to the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit). 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.

      During 2003, the PanEnergy litigation related to these refunds was settled. The Company has a reserve of about $2 million for three other Kansas ad valorem tax refunds. The Company has reached agreements to settle the three remaining claims, subject to formal FERC approval, which the Company expects to receive in the first half of 2004. Upon receipt of final FERC approval, the Company expects to conclude those settlements by paying approximately $2 million. After those settlements are concluded, all claims for refunds related to Kansas ad valorem taxes will be fully resolved.

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 Company’s 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 CITGO’s 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

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
 
21.  Contingencies (Continued)

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.

      The Company is guarantor for specific financial obligations of a trona mining affiliate. The investment in this entity, which is not a consolidated subsidiary, is accounted for using the equity method. The Company has guaranteed a portion of amounts due under a revolving credit agreement and various letters of credit used to secure industrial revenue bonds. The Company’s guarantee under the revolving credit agreement expires in 2005 coinciding with the maturity of that agreement. The Company’s guarantees under the letters of credit securing the industrial revenue bonds expire in 2004; however, these letters of credit and the related guarantees are expected to be extended or to continue until the maturity dates of the obligations which range from 2005 to 2018. The Company would be obligated to pay up to $15 million for the revolving credit agreement and $15 million for the industrial revenue bonds if the affiliate defaulted on these obligations. No liability has been recognized for these guarantees as of December 31, 2003.
      In connection with its various acquisitions, the Company routinely indemnifies the former officers and directors of acquired companies in respect to acts or omissions occurring prior to the effective date of the acquisition. The Company also agrees to maintain directors’ and officers’ liability insurance on these individuals with respect to acts or omissions occurring prior to the acquisition, generally for a period of six years. No liability has been recognized for these indemnifications.
      The Company also provides certain indemnifications in relation to dispositions of assets. These indemnifications typically relate to disputes, litigation or tax matters existing at the date of disposition. In connection with a sale of properties in 2001, the Company indemnified the purchaser for the use of certain currency remeasurement losses utilized by the Company in previously filed tax returns. These losses have been disallowed by the taxing authorities. The Company has filed a lawsuit seeking relief. The Company believes it is probable that these losses will have to be settled with the purchaser in cash. The Company has a $22 million liability recorded for the contingency.

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ANADARKO PETROLEUM CORPORATION

SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Oil and Gas Exploration and Production Activities

      The following is historical revenue and cost information relating to the Company’s 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

                                         
Year Costs Incurred Excluded

Costs at
Prior Dec. 31,
Years 2001 2002 2003 2003
millions




Property acquisition
  $ 1,013     $ 59     $ 159     $ 137     $ 1,368  
Exploration
    347       217       115       209       888  
Capitalized interest
    41       84       54       89       268  
     
     
     
     
     
 
Total
  $ 1,401     $ 360     $ 328     $ 435     $ 2,524  
     
     
     
     
     
 

Costs Excluded by Country

                                         
Other
U.S. Canada Algeria International Total
millions




Property acquisition
  $ 1,288     $ 80     $     $     $ 1,368  
Exploration
    521       228       9       130       888  
Capitalized interest
    221       35             12       268  
     
     
     
     
     
 
Total
  $ 2,030     $ 343     $ 9     $ 142     $ 2,524  
     
     
     
     
     
 

Changes in Costs Excluded by Country

                                         
Other
U.S. Canada Algeria International Total
millions




December 31, 2001
  $ 2,760     $ 592     $     $ 221     $ 3,573  
Additional costs incurred
    899       74       11       66       1,050  
Costs transferred to DD&A pool
    (1,279 )     (160 )           (102 )     (1,541 )
Impact of foreign currency exchange rate changes
          3                   3  
     
     
     
     
     
 
December 31, 2002
    2,380       509       11       185       3,085  
Additional costs incurred
    487       60             57       604  
Costs transferred to DD&A pool
    (837 )     (329 )     (2 )     (100 )     (1,268 )
Impact of foreign currency exchange rate changes
          103                   103  
     
     
     
     
     
 
December 31, 2003
  $ 2,030     $ 343     $ 9     $ 142     $ 2,524  
     
     
     
     
     
 

97


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Capitalized Costs Related to Oil and Gas Producing Activities

                   
2003 2002
millions

United States
               
Capitalized
               
 
Unproved properties
  $ 2,030     $ 2,380  
 
Proved properties
    15,213       12,639  
     
     
 
      17,243       15,019  
Accumulated depreciation, depletion and amortization
    6,309       5,621  
     
     
 
Net capitalized costs
    10,934       9,398  
     
     
 
Canada
               
Capitalized
               
 
Unproved properties
    343       509  
 
Proved properties
    4,401       2,870  
     
     
 
      4,744       3,379  
Accumulated depreciation, depletion and amortization
    1,846       1,309  
     
     
 
Net capitalized costs
    2,898       2,070  
     
     
 
Algeria
               
Capitalized
               
 
Unproved properties
    9       11  
 
Proved properties
    1,136       1,052  
     
     
 
      1,145       1,063  
Accumulated depreciation, depletion and amortization
    246       173  
     
     
 
Net capitalized costs
    899       890  
     
     
 
Other International
               
Capitalized
               
 
Unproved properties
    142       185  
 
Proved properties
    998       821  
     
     
 
      1,140       1,006  
Accumulated depreciation, depletion and amortization
    311       160  
     
     
 
Net capitalized costs
    829       846  
     
     
 
Total
               
Capitalized
               
 
Unproved properties
    2,524       3,085  
 
Proved properties
    21,748       17,382  
     
     
 
      24,272       20,467  
Accumulated depreciation, depletion and amortization
    8,712       7,263  
     
     
 
Net capitalized costs
  $ 15,560     $ 13,204  
     
     
 

98


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Costs Incurred in Oil and Gas Producing Activities

                           
2003 2002 2001
millions


United States  — Capitalized
                       
Property acquisition
                       
 
Exploration
  $ 100     $ 341     $ 156  
 
Development
    203       248       31  
Exploration
    454       654       840  
Development (1)
    1,251       715       1,196  
     
     
     
 
Total United States — Finding and Development Costs
    2,008       1,958       2,223  
     
     
     
 
 
Plus:  Asset retirement costs
    164              
 
Less: Actual retirement expenditures
    (15 )            
     
     
     
 
Total United States — Costs Incurred (2)
    2,157       1,958       2,223  
     
     
     
 
Canada  — Capitalized
                       
Property acquisition
                       
 
Exploration
    24       25       309  
 
Development
          3       835  
Exploration
    176       138       223  
Development (1)
    297       237       233  
     
     
     
 
Total Canada — Finding and Development Costs
    497       403       1,600  
     
     
     
 
 
Plus:  Asset retirement costs
    15              
 
Less: Actual retirement expenditures
    (5 )            
     
     
     
 
Total Canada — Costs Incurred (2)
    507       403       1,600  
     
     
     
 
Algeria  — Capitalized
                       
Exploration
    17       15       2  
Development (1)
    61       140       179  
     
     
     
 
Total Algeria — Finding and Development Costs
    78       155       181  
     
     
     
 
 
Plus: Asset retirement costs
    1              
 
Less: Actual retirement expenditures
                 
     
     
     
 
Total Algeria — Costs Incurred (2)
    79       155       181  
     
     
     
 
Other International  — Capitalized
                       
Property acquisition
                       
 
Exploration
          11       30  
 
Development
          26       67  
Exploration
    66       54       65  
Development (1)
    70       108       136  
     
     
     
 
Total Other International — Finding and Development Costs
    136       199       298  
     
     
     
 
 
Plus:  Asset retirement costs
    7              
 
Less: Actual retirement expenditures
                 
     
     
     
 
Total Other International — Costs Incurred (2)
  $ 143     $ 199     $ 298  
     
     
     
 

99


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Costs Incurred in Oil and Gas Producing Activities (Continued)

                           
2003 2002 2001
millions


Total  — Capitalized
                       
Property acquisition
                       
 
Exploration
  $ 124     $ 377     $ 495  
 
Development
    203       277       933  
Exploration
    713       861       1,130  
Development (1)
    1,679       1,200       1,744  
     
     
     
 
Total — Finding and Development Costs
    2,719       2,715       4,302  
     
     
     
 
 
Plus:  Asset retirement costs
    187              
 
Less: Actual retirement expenditures
    (20 )            
     
     
     
 
Total Costs Incurred (2)
  $ 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.

100


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

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.

                           
2003 2002 2001
millions


United States
                       
Net revenues from production
                       
 
Third-party sales of gas, oil, condensate and NGLs
  $ 2,053     $ 1,570     $ 2,237  
 
Gas and oil sold to consolidated affiliates
    1,392       804       1,212  
     
     
     
 
      3,445       2,374       3,449  
Production costs
                       
 
Direct operating expenses
    349       312       303  
 
Cost of product and transportation
    126       107       153  
 
Production related administrative and general expenses
    16       14       14  
 
Other taxes
    247       172       201  
     
     
     
 
      738       605       671  
Depreciation, depletion and amortization
    827       710       792  
Impairments related to oil and gas properties
                1,701  
Restructuring costs
    15              
     
     
     
 
      1,865       1,059       285  
Income tax expense
    647       365       81  
     
     
     
 
Results of operations
  $ 1,218     $ 694     $ 204  
     
     
     
 
DD&A rate per net equivalent barrel
  $ 6.15     $ 5.46     $ 5.54  
     
     
     
 
Canada
                       
Net revenues from production
                       
 
Third-party sales of gas, oil, condensate and NGLs
  $ 828     $ 629     $ 760  
 
Gas and oil sold to consolidated affiliates
    30       12       23  
     
     
     
 
      858       641       783  
Production costs
                       
 
Direct operating expenses
    163       156       158  
 
Cost of product and transportation
    22       19       15  
 
Production related administrative and general expenses
    39       31       16  
 
Other taxes
    18       18       14  
     
     
     
 
      242       224       203  
Depreciation, depletion and amortization
    259       215       225  
Impairments related to oil and gas properties
                808  
     
     
     
 
      357       202       (453 )
Income tax expense (benefit)
    147       86       (193 )
     
     
     
 
Results of operations
  $ 210     $ 116     $ (260 )
     
     
     
 
DD&A rate per net equivalent barrel
  $ 8.58     $ 6.09     $ 6.62  
     
     
     
 

101


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Results of Operations for Producing Activities (Continued)

                           
2003 2002 2001
millions


Algeria
                       
Net revenues from production
                       
 
Third-party sales of oil
  $ 171     $ 182     $ 59  
 
Oil sold to consolidated affiliates
    370       392       136  
     
     
     
 
      541       574       195  
Production costs
                       
 
Direct operating expenses
    22       14       9  
 
Cost of product and transportation
    18       17       6  
 
Production related administrative and general expenses
    8       10       6  
     
     
     
 
      48       41       21  
Depreciation, depletion and amortization
    70       69       24  
     
     
     
 
      423       464       150  
Income tax expense
    161       176       54  
     
     
     
 
Results of operations
  $ 262     $ 288     $ 96  
     
     
     
 
DD&A rate per net equivalent barrel
  $ 3.68     $ 2.93     $ 3.00  
     
     
     
 
Other International
                       
Net revenues from production
                       
 
Third-party sales of gas, oil and condensate
  $ 124     $ 131     $ 193  
 
Oil sold to consolidated affiliates
    60       28        
     
     
     
 
      184       159       193  
Production costs
                       
 
Direct operating expenses
    62       60       49  
 
Cost of product and transportation
                8  
 
Production related administrative and general expenses
    5       5       6  
 
Other taxes
    2       3       17  
     
     
     
 
      69       68       80  
Depreciation, depletion and amortization
    67       62       69  
Impairments related to oil and gas properties
    103       39       37  
     
     
     
 
      (55 )     (10 )     7  
Income tax expense (benefit)
    (22 )     (4 )     3  
     
     
     
 
Results of operations
  $ (33 )   $ (6 )   $ 4  
     
     
     
 
DD&A rate per net equivalent barrel
  $ 8.44     $ 7.75     $ 5.31  
     
     
     
 

102


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Results of Operations for Producing Activities (Continued)

                           
2003 2002 2001
millions


Total
                       
Net revenues from production
                       
 
Third-party sales of gas, oil, condensate and NGLs
  $ 3,176     $ 2,512     $ 3,249  
 
Gas and oil sold to consolidated affiliates
    1,852       1,236       1,371  
     
     
     
 
      5,028       3,748       4,620  
Production costs
                       
 
Direct operating expenses
    596       542       519  
 
Cost of product and transportation
    166       143       182  
 
Production related administrative and general expenses
    68       60       42  
 
Other taxes
    267       193       232  
     
     
     
 
      1,097       938       975  
Depreciation, depletion and amortization
    1,223       1,056       1,110  
Impairments related to oil and gas properties
    103       39       2,546  
Restructuring costs
    15              
     
     
     
 
      2,590       1,715       (11 )
Income tax expense (benefit)
    933       623       (55 )
     
     
     
 
Results of operations
  $ 1,657     $ 1,092     $ 44  
     
     
     
 
DD&A rate per net equivalent barrel
  $ 6.38     $ 5.36     $ 5.61  
     
     
     
 

103


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Oil and Gas Reserves

      The following table shows internal estimates prepared by the Company’s 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.

      Algerian reserves are shown in accordance with the Production Sharing Agreement (PSA). The reserves include estimated quantities allocated to Anadarko for recovery of costs and Algerian taxes and Anadarko’s net equity share after recovery of such costs. Other international reserves are shown in accordance with the respective PSA or risk service contract and are calculated using the economic interest method.
      The Company’s reserves increased in 2003 primarily from exploration and development drilling, offset in part by production. The Company’s reserves increased in 2002 primarily from exploration and development drilling and corporate acquisitions, offset in part by production, downward revisions to prior estimates and divestitures. The downward revisions in 2002 were partially due to a downward price revision of 36 MMBOE in Venezuela. Under the terms of Anadarko’s risk service contract with the national oil company of Venezuela, Anadarko earns a fee that is translated into barrels of oil based on current prices. This means that higher oil prices reduce the Company’s reported oil reserves and production volumes from that project; however, reserve and production fluctuations due to the economic interest calculation have no impact on the value of the project. The Company’s reserves increased in 2001 primarily from exploration and development drilling and corporate acquisitions, offset in part by production, divestitures and downward revisions to prior estimates due to low year-end prices.
      The Company’s estimates of proved reserves are made using all available geological and reservoir data as well as production performance data. These estimates, made by the Company’s engineers, are reviewed annually and revised, either upward or downward, as warranted by additional data. Revisions are necessary due to changes in, among other things, reservoir performance, prices, economic conditions and governmental restrictions. Decreases in prices, for example, may cause a reduction in some proved reserves due to reaching economic limits sooner.
      In 2003, Anadarko bolstered its internal control of these estimates by using a corporate review team comprised of five technical experts: four members from within Anadarko who are independent of the operating groups responsible for the reserve estimates, and one member from Netherland, Sewell & Associates, Inc. (NSA), an independent worldwide reserves consultant. The procedures and methods used by Anadarko in preparing its estimates of proved reserves and future revenues, as of December 31, 2003, were reviewed by the team. Through participation on the team, NSA reviewed more than 70% of the Company’s 2003 reserve additions, as well as specific major properties representing about half of Anadarko’s total worldwide reserves. NSA determined that the general methods and procedures used by Anadarko in the reserve estimation process were reasonable and prepared in accordance with SEC Regulation S-X Rule 4-10(a) and generally accepted petroleum engineering and evaluation principles. A copy of the NSA report is attached as Exhibit 99.1 of this Form 10-K.
      The Company has initiated an effort to annually report the status of its PUDs. The Company annually reviews all PUDs, with a particular focus on those PUDs that have been booked for three or more years, to ensure that there is an appropriate plan for development. Generally, onshore United States PUDs are converted to proved developed reserves within two years. Certain projects, such as improved oil recovery, arctic development, deepwater development and many international programs, may take longer, sometimes beyond five years. Nearly 75% of the Company’s PUDs booked prior to 1999 are in Algeria and are being developed according to a government approved plan. The remaining PUDs booked prior to 1999 are primarily associated with ongoing programs in the onshore United States for improved recovery and arctic development.

104


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Oil and Gas Reserves (Continued)

      The following table presents the Company’s PUDs vintage, geographic location and percentage of total proved reserves as of December 31, 2003:

                                                 
Percentage
Other of Total
U.S. Canada Algeria Int’l Total Proved Reserves
MMBOE





Year added
                                               
2003
    268       23       27       10       328       13 %
2002
    63       24       13             100       4 %
2001
    92       16       36       40       184       7 %
2000
    10       9       20       19       58       2 %
1999
    4             7             11       1 %
Prior years
    29             76             105       4 %
     
     
     
     
     
     
 
Total Proved Undeveloped Reserves
    466       72       179       69       786       31 %
     
     
     
     
     
     
 
Total Proved Reserves
    1,704       314       361       134       2,513          
     
     
     
     
     
         
Percentage of Total Proved Reserves
    27 %     23 %     50 %     51 %     31 %        
     
     
     
     
     
         

      The following table compares the December 31, 2003 PUDs to the December 31, 2002 PUDs by year added. It illustrates the Company’s effectiveness in converting PUDs to developed reserves.

                         
2003 2002 % Reduction
MMBOE


Year added
                       
2003
    328             n/a  
2002
    100       154       35%  
2001
    184       340       46%  
2000
    58       78       26%  
1999
    11       13       15%  
Prior years
    105       175       40%  
     
     
         
Total Proved Undeveloped Reserves
    786       760          
     
     
         

105


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Oil and Gas Reserves (Continued)

                                                                         
Natural Gas Oil, Condensate and NGLs
(Bcf) (MMBbls)


Other Other
U.S. Canada Int’l Total U.S. Canada Algeria Int’l Total









Proved Reserves
                                                                       
December 31, 2000
    5,219       847       27       6,093       458       79       364       145       1,046  
Revisions of prior estimates
    (172 )     (17 )           (189 )     (23 )     (3 )     (12 )     15       (23 )
Extensions, discoveries and other additions
    1,186       171             1,357       91       8       44       30       173  
Improved recovery
    (9 )     2             (7 )     (5 )     9                   4  
Purchases in place
    2       407       146       555       1       30             33       64  
Sales in place
    (5 )     (48 )     (26 )     (79 )     (1 )     (1 )           (45 )     (47 )
Production
    (573 )     (121 )     (1 )     (695 )     (48 )     (14 )     (9 )     (14 )     (85 )
     
     
     
     
     
     
     
     
     
 
December 31, 2001
    5,648       1,241       146       7,035       473       108       387       164       1,132  
Revisions of prior estimates
    78       (42 )     (2 )     34       33       (15 )     5       (52 )     (29 )
Extensions, discoveries and other additions
    445       303             748       51       8       3             62  
Improved recovery
    (6 )                 (6 )     8                         8  
Purchases in place
    86       1             87       60                   13       73  
Sales in place
    (53 )     (25 )           (78 )     (2 )     (24 )                 (26 )
Production
    (505 )     (135 )           (640 )     (45 )     (13 )     (23 )     (8 )     (89 )
     
     
     
     
     
     
     
     
     
 
December 31, 2002
    5,693       1,343       144       7,180       578       64       372       117       1,131  
Revisions of prior estimates
    (197 )     57             (140 )     14       2       3             19  
Extensions, discoveries and other additions
    982       221             1,203       55       4       5             64  
Improved recovery
    18       2             20       72       2                   74  
Purchases in place
    115       48             163       27                         27  
Sales in place
    (21 )     (38 )           (59 )     (4 )                       (4 )
Production
    (503 )     (140 )           (643 )     (51 )     (7 )     (19 )     (8 )     (85 )
     
     
     
     
     
     
     
     
     
 
December 31, 2003
    6,087       1,493       144       7,724       691       65       361       109       1,226  
     
     
     
     
     
     
     
     
     
 
Proved Developed Reserves
                                                                       
December 31, 2000
    4,424       720       16       5,160       355       59       98       85       597  
December 31, 2001
    4,247       1,028             5,275       321       79       154       72       626  
December 31, 2002
    4,299       995             5,294       377       46       191       72       686  
December 31, 2003
    4,725       1,164             5,889       451       48       182       65       746  
Proved Undeveloped Reserves
                                                                       
December 31, 2000
    795       127       11       933       103       20       266       60       449  
December 31, 2001
    1,401       213       146       1,760       152       29       233       92       506  
December 31, 2002
    1,394       348       144       1,886       201       18       181       45       445  
December 31, 2003
    1,362       329       144       1,835       240       17       179       44       480  

106


 

ANADARKO PETROLEUM CORPORATION

SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Oil and Gas Reserves (Continued)

                                         
Total
(MMBOE)

Other
U.S. Canada Algeria Int’l Total





Proved Reserves
                                       
December 31, 2000
    1,327       220       364       150       2,061  
Revisions of prior estimates
    (52 )     (6 )     (12 )     15       (55 )
Extensions, discoveries and other additions
    290       36       44       30       400  
Improved recovery
    (6 )     9                   3  
Purchases in place
    1       99             57       157  
Sales in place
    (1 )     (9 )           (50 )     (60 )
Production
    (144 )     (34 )     (9 )     (14 )     (201 )
     
     
     
     
     
 
December 31, 2001
    1,415       315       387       188       2,305  
Revisions of prior estimates
    46       (23 )     5       (51 )     (23 )
Extensions, discoveries and other additions
    124       59       3             186  
Improved recovery
    8                         8  
Purchases in place
    74                   13       87  
Sales in place
    (11 )     (28 )                 (39 )
Production
    (130 )     (35 )     (23 )     (8 )     (196 )
     
     
     
     
     
 
December 31, 2002
    1,526       288       372       142       2,328  
Revisions of prior estimates
    (19 )     11       3             (5 )
Extensions, discoveries and other additions
    219       41       5             265  
Improved recovery
    75       2                   77  
Purchases in place
    46       8                   54  
Sales in place
    (8 )     (6 )                 (14 )
Production
    (135 )     (30 )     (19 )     (8 )     (192 )
     
     
     
     
     
 
December 31, 2003
    1,704       314       361       134       2,513  
     
     
     
     
     
 
Proved Developed Reserves
                                       
December 31, 2000
    1,092       179       98       88       1,457  
December 31, 2001
    1,029       250       154       72       1,505  
December 31, 2002
    1,093       212       191       72       1,568  
December 31, 2003
    1,238       242       182       65       1,727  
Proved Undeveloped Reserves
                                       
December 31, 2000
    235       41       266       62       604  
December 31, 2001
    386       65       233       116       800  
December 31, 2002
    433       76       181       70       760  
December 31, 2003
    466       72       179       69       786  

107


 

ANADARKO PETROLEUM CORPORATION

SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

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 Company’s 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.

      At December 31, 2003, the present value (discounted at 10%) of future net revenues from Anadarko’s proved reserves was $27.8 billion, before income taxes, and $18.8 billion, after income taxes, (stated in accordance with the regulations of the SEC and the Financial Accounting Standards Board). The after income taxes increase of $4.7 billion or 33% in 2003 compared to 2002 is primarily due to additions of proved reserves related to successful drilling and development and higher natural gas prices at year-end 2003. Derivative contracts that qualify as cash flow hedges have not been included in the estimates of future net cash flows. As of December 31, 2003, the undiscounted and discounted amounts related to cash flow hedges that would have reduced future net cash flows were $306 million and $290 million, respectively, before income taxes, and the discounted after income taxes amount was $184 million.
      The present value of future net revenues does not purport to be an estimate of the fair market value of Anadarko’s proved reserves. An estimate of fair value would also take into account, among other things, anticipated changes in future prices and costs, the expected recovery of reserves in excess of proved reserves and a discount factor more representative of the time value of money and the risks inherent in producing oil and gas. Significant changes in estimated reserve volumes or commodity prices could have a material effect on the Company’s consolidated financial statements.
      Under the full cost method of accounting, a noncash charge to earnings related to the carrying value of the Company’s oil and gas properties on a country-by-country basis may be required when prices are low. Whether the Company will be required to take such a charge depends on the prices for crude oil and natural gas at the end of any quarter, as well as the effect of both capital expenditures and changes to proved reserves during that quarter. If a noncash charge were required, it would reduce earnings for the period and result in lower DD&A expense in future periods.
      As a result of low oil and gas prices at September 30, 2001, Anadarko’s capitalized costs of oil and gas properties in the United States, Canada and Argentina exceeded the ceiling limitation, and the Company recorded a $2.5 billion ($1.6 billion after income taxes) noncash writedown in the third quarter of 2001. The pretax writedown is reflected as additional accumulated DD&A in the Company’s balance sheet.

108


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

                         
2003 2002 2001
millions


United States
                       
Future cash inflows
  $ 51,346     $ 36,536     $ 19,890  
Future production costs
    11,529       8,989       6,072  
Future development costs
    2,796       2,142       1,759  
     
     
     
 
Future net cash flows before income taxes
    37,021       25,405       12,059  
10% annual discount for estimated timing of cash flows
    18,258       12,695       5,805  
     
     
     
 
Discounted future net cash flows before income taxes
    18,763       12,710       6,254  
Future income taxes, net of 10% annual discount
    6,267       4,113       1,764  
     
     
     
 
Standardized measure of discounted future net cash flows relating to proved oil and gas reserves
    12,496       8,597       4,490  
     
     
     
 
Canada
                       
Future cash inflows
    9,602       6,609       4,325  
Future production costs
    2,548       1,478       1,165  
Future development costs
    637       516       425  
     
     
     
 
Future net cash flows before income taxes
    6,417       4,615       2,735  
10% annual discount for estimated timing of cash flows
    3,126       2,048       1,030  
     
     
     
 
Discounted future net cash flows before income taxes
    3,291       2,567       1,705  
Future income taxes, net of 10% annual discount
    753       821       465  
     
     
     
 
Standardized measure of discounted future net cash flows relating to proved oil and gas reserves
    2,538       1,746       1,240  
     
     
     
 
Algeria
                       
Future cash inflows
    11,092       11,597       7,466  
Future production costs
    1,052       1,209       1,113  
Future development costs
    596       478       313  
     
     
     
 
Future net cash flows before income taxes
    9,444       9,910       6,040  
10% annual discount for estimated timing of cash flows
    4,735       5,127       3,089  
     
     
     
 
Discounted future net cash flows before income taxes
    4,709       4,783       2,951  
Future income taxes, net of 10% annual discount
    1,718       1,747       1,109  
     
     
     
 
Standardized measure of discounted future net cash flows relating to proved oil and gas reserves
  $ 2,991     $ 3,036     $ 1,842  
     
     
     
 

109


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (Continued)

                         
2003 2002 2001
millions


Other International
                       
Future cash inflows
  $ 2,680     $ 2,933     $ 2,242  
Future production costs
    648       709       537  
Future development costs
    370       432       512  
     
     
     
 
Future net cash flows before income taxes
    1,662       1,792       1,193  
10% annual discount for estimated timing of cash flows
    638       747       562  
     
     
     
 
Discounted future net cash flows before income taxes
    1,024       1,045       631  
Future income taxes, net of 10% annual discount
    266       314       172  
     
     
     
 
Standardized measure of discounted future net cash flows relating to proved oil and gas reserves
    758       731       459  
     
     
     
 
Total
                       
Future cash inflows
    74,720       57,675       33,923  
Future production costs
    15,777       12,385       8,887  
Future development costs
    4,399       3,568       3,009  
     
     
     
 
Future net cash flows before income taxes
    54,544       41,722       22,027  
10% annual discount for estimated timing of cash flows
    26,757       20,617       10,486  
     
     
     
 
Discounted future net cash flows before income taxes
    27,787       21,105       11,541  
Future income taxes, net of 10% annual discount
    9,004       6,995       3,510  
     
     
     
 
Standardized measure of discounted future net cash flows relating to proved oil and gas reserves
  $ 18,783     $ 14,110     $ 8,031  
     
     
     
 

          Expected future development costs over the next three years to develop PUDs as of December 31, 2003 are as follows:

                         
2004 2005 2006
millions


United States
  $ 1,016     $ 502     $ 217  
Canada
    151       176       114  
Algeria
    31       70       203  
Other International
    37       85       36  
     
     
     
 
Total
  $ 1,235     $ 833     $ 570  
     
     
     
 

110


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)

Changes in Standardized Measure of Discounted Future Net Cash Flows

Relating to Proved Oil and Gas Reserves
                         
2003 2002 2001
millions


United States
                       
Beginning of year
  $ 8,597     $ 4,490     $ 16,213  
Sales and transfers of oil and gas produced, net of production costs
    (2,707 )     (1,769 )     (2,778 )
Net changes in prices and production costs
    3,492       5,935       (19,309 )
Changes in estimated future development costs
    288       (206 )     183  
Extensions, discoveries, additions and improved recovery, less related costs
    4,053       999       624  
Development costs incurred during the period
    524       331       337  
Revisions of previous quantity estimates
    (616 )     441       (453 )
Purchases of minerals in place
    501       532       17  
Sales of minerals in place
    (44 )     (82 )     (5 )
Accretion of discount
    1,271       625       2,476  
Net change in income taxes
    (2,154 )     (2,349 )     6,782  
Other
    (709 )     (350 )     403  
     
     
     
 
End of year
    12,496       8,597       4,490  
     
     
     
 
Canada
                       
Beginning of year
    1,746       1,240       2,425  
Sales and transfers of oil and gas produced, net of production costs
    (616 )     (417 )     (580 )
Net changes in prices and production costs
    320       774       (3,319 )
Changes in estimated future development costs
    (32 )     (70 )     2  
Extensions, discoveries, additions and improved recovery, less related costs
    321       541       279  
Development costs incurred during the period
    152       157       101  
Revisions of previous quantity estimates
    136       (259 )     (38 )
Purchases of minerals in place
    64       3       593  
Sales of minerals in place
    (50 )     (96 )     (56 )
Accretion of discount
    257       171       431  
Net change in income taxes
    68       (356 )     1,415  
Other
    172       58       (13 )
     
     
     
 
End of year
    2,538       1,746       1,240  
     
     
     
 
Algeria
                       
Beginning of year
    3,036       1,842       2,076  
Sales and transfers of oil produced, net of production costs
    (493 )     (533 )     (174 )
Net changes in prices and production costs
    32       2,316       (554 )
Changes in estimated future development costs
    (139 )     (314 )      
Extensions, discoveries, additions and improved recovery, less related costs
    59       85       56  
Development costs incurred during the period
    60       122       164  
Revisions of previous quantity estimates
    20              
Accretion of discount
    478       295       318  
Net change in income taxes
    29       (638 )     (1 )
Other
    (91 )     (139 )     (43 )
     
     
     
 
End of year
  $ 2,991     $ 3,036     $ 1,842  
     
     
     
 

111


 

ANADARKO PETROLEUM CORPORATION
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
(Unaudited)
 
Changes in Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves (Continued)
                         
2003 2002 2001
millions


Other International
                       
Beginning of year
  $ 731     $ 459     $ 691  
Sales and transfers of oil and gas produced, net of production costs
    (115 )     (91 )     (113 )
Net changes in prices and production costs
    (59 )     757       (402 )
Changes in estimated future development costs
    (5 )     1       32  
Extensions, discoveries, additions and improved recovery, less related costs
                109  
Development costs incurred during the period
    64       88       87  
Revisions of previous quantity estimates
    19       (520 )     75  
Purchases of minerals in place
          117       188  
Sales of minerals in place
                (199 )
Accretion of discount
    105       64       90  
Net change in income taxes
    48       (142 )     32  
Other
    (30 )     (2 )     (131 )
     
     
     
 
End of year
    758       731       459  
     
     
     
 
Total
                       
Beginning of year
    14,110       8,031       21,405  
Sales and transfers of oil and gas produced, net of production costs
    (3,931 )     (2,810 )     (3,645 )
Net changes in prices and production costs
    3,785       9,782       (23,584 )
Changes in estimated future development costs
    112       (589 )     217  
Extensions, discoveries, additions and improved recovery, less related costs
    4,433       1,625       1,068  
Development costs incurred during the period
    800       698       689  
Revisions of previous quantity estimates
    (441 )     (338 )     (416 )
Purchases of minerals in place
    565       652       798  
Sales of minerals in place
    (94 )     (178 )     (260 )
Accretion of discount
    2,111       1,155       3,315  
Net change in income taxes
    (2,009 )     (3,485 )     8,228  
Other
    (658 )     (433 )     216  
     
     
     
 
End of year
  $ 18,783     $ 14,110     $ 8,031  
     
     
     
 

112


 

ANADARKO PETROLEUM CORPORATION

SUPPLEMENTAL QUARTERLY INFORMATION
(Unaudited)

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.

                                 
First Second Third Fourth
millions except per share amounts Quarter Quarter Quarter Quarter




2003
                               
Revenues
  $ 1,255     $ 1,249     $ 1,340     $ 1,278  
Operating income, pretax
    621       552       540       495  
Net income before cumulative effect of change in accounting principle
  $ 372     $ 302     $ 276     $ 295  
Net income available to common stockholders before cumulative effect of change in accounting principle
  $ 371     $ 301     $ 274     $ 294  
Net income available to common stockholders
  $ 418     $ 301     $ 274     $ 294  
EPS - before cumulative effect of change in accounting principle - basic
  $ 1.49     $ 1.21     $ 1.09     $ 1.18  
EPS - before cumulative effect of change in accounting principle - diluted
  $ 1.45     $ 1.20     $ 1.09     $ 1.17  
EPS - basic
  $ 1.68     $ 1.21     $ 1.09     $ 1.18  
EPS - diluted
  $ 1.63     $ 1.20     $ 1.09     $ 1.17  
Average number common shares outstanding - basic
    249       250       250       250  
Average number common shares outstanding - diluted
    258       252       251       252  
 
2002
                               
Revenues
  $ 790     $ 1,002     $ 938     $ 1,115  
Operating income, pretax
    204       364       350       492  
Net income before cumulative effect of change in accounting principle
  $ 89     $ 241     $ 190     $ 311  
Net income available to common stockholders before cumulative effect of change in accounting principle
  $ 88     $ 239     $ 189     $ 309  
Net income available to common stockholders
  $ 88     $ 239     $ 189     $ 309  
EPS - before cumulative effect of change in accounting principle - basic
  $ 0.35     $ 0.96     $ 0.76     $ 1.25  
EPS - before cumulative effect of change in accounting principle - diluted
  $ 0.34     $ 0.93     $ 0.74     $ 1.21  
EPS - basic
  $ 0.35     $ 0.96     $ 0.76     $ 1.25  
EPS - diluted
  $ 0.34     $ 0.93     $ 0.74     $ 1.21  
Average number common shares outstanding - basic
    248       248       249       249  
Average number common shares outstanding - diluted
    263       259       258       258  

113


 

 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None.

 
Item 9a. Controls and Procedures

      Anadarko’s Chief Executive Officer and Chief Financial Officer (Certifying Officers) performed an evaluation of the Company’s 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 issuer’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

      Based on this evaluation, the Certifying Officers have concluded that the Company’s disclosure controls and procedures are effective as of December 31, 2003. In addition, there has been no significant change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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 Company’s 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 Company’s 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 Anadarko’s 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




10(b)
  (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




*10(b)
  (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




10(b)
  (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            
*12
      Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends            
*13
      Portions of the Anadarko Petroleum Corporation 2003 Annual Report to Stockholders            
*21
      List of Significant Subsidiaries            
*23.1
      Consent of KPMG LLP            
*23.2
      Consent of Netherland, Sewell & Associates, Inc.            
*24
      Power of Attorney            
*31
      Rule 13a–14(a)/15d–14(a) Certifications            
*32
      Section 1350 Certifications            
*99.1
      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.

      A report on Form 8-K dated December 3, 2003 was furnished. The event was reported under Item 9 — Regulation FD Disclosure.
      A report on Form 8-K dated December 9, 2003 was furnished. The event was reported under Item 9 — Regulation FD Disclosure.
      A report on Form 8-K dated December 18, 2003 was furnished. The event was reported under Item 9 — Regulation FD Disclosure.

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.

  ANADARKO PETROLEUM CORPORATION

March 3, 2004
  By:  /s/ JAMES R. LARSON
 
  (James R. Larson, Senior Vice
  President, Finance and Chief Financial Officer)

      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.

         
Name and Signature Title


 
(i)
  Principal executive officer:*    
    JAMES T. HACKETT

(James T. Hackett)
 
President and Chief Executive Officer
 
(ii)
  Principal financial officer:*    
    JAMES R. LARSON

(James R. Larson)
 
Senior Vice President, Finance and Chief Financial Officer
 
(iii)
  Principal accounting officer:*    
    DIANE L. DICKEY

(Diane L. Dickey)
 
Vice President and Controller
 
(iv)
  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.

2

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

3

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.

4

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.

5

(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.

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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.

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(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

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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.

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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.

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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.

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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.

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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,

13

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.

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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.

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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

By:

Charles G. Manley Sr. Vice President, Administration

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

By:

Richard A. Lewis Vice President, Human Resources

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

By:

Charles G. Manley Sr. Vice President, Administration

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;

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"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;

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"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;

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(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.

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(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.

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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:

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(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.

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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

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       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

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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.

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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

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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

3

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

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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

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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,

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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.

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(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

8

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

9

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

10

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

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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

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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.

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(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:

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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

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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

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(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.

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(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.

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(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

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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

20

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

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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,

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(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.

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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

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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.

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(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

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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.


James T. Hackett

ANADARKO PETROLEUM CORPORATION

By:

Richard A Lewis Vice President, Human Resources

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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;

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(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

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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.

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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.

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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.

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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

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(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.

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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

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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

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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.

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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.

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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

By:

Name: Richard A. Lewis Title: Vice President, Human Resources


James T. Hackett

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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

By:
Charles G. Manley
Executive Vice President, Administration

Dated this day of , 2003.

EMPLOYEE

By:

Robert J. Allison, Jr.

Dated this day of , 2003.

[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

Page 2

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.

2

Mr. Robert J. Allison, Jr.
February 16, 2004

Page 3

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

3

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


Richard A. Lewis Vice President, Human Resources

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:


John N. Seitz

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


Please be advised that the digital document you are viewing is provided by Netherland Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document


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

-s- JAMES T. HACKETT
President and Chief Executive Officer

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

-s- JAMES R. LARSON
Senior Vice President, Finance and Chief Financial Officer

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.


4500 THANKSGIVING TOWER - 1601 ELM STREET - DALLAS, TEXAS 75201-4754 - PH:
214-969-5401 - FAX: 214-969-5411 nsai@nsai-petro.com 1221 LAMAR STREET, SUITE 1200 - HOUSTON, TEXAS 77010-3072 - PH: 713-654-4950 - FAX: 713-654-4951 netherlandsewell.com

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