UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1-8968

ANADARKO PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		76-0146568
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



1201 Lake Robbins Drive, The Woodlands, Texas		77380-1046
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (832) 636-1000

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the Company’s common stock at ~~April 19,~~July 15, 2016, is shown below:



Title of Class		Number of Shares Outstanding
Common Stock, par value $0.10 per share		~~510,426,628~~510,457,469

TABLE OF CONTENTS



PART I		Page
Item 1.	Financial Statements
	Consolidated Statements of Income for the Three and Six Months Ended ~~March 31,~~June 30, 2016 and 2015	2
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended ~~March 31,~~June 30, 2016 and 2015	3
	Consolidated Balance Sheets at ~~March 31,~~June 30, 2016, and December 31, 2015	4
	Consolidated Statement of Equity for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2016	5
	Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2016 and 2015	6
	Notes to Consolidated Financial Statements	7
	Note 1 - Summary of Significant Accounting Policies	7
	Note 2 - Inventories	8
	Note 3 - Divestitures and Assets Held for Sale	8
	Note 4 - Impairments	9
	Note 5 - Suspended Exploratory Well Costs	10
	Note 6 - Derivative Instruments	10
	Note 7 - Tangible Equity Units	16
	Note 8 - Debt and Interest Expense	16
	Note 9 - Income Taxes	19
	Note 10 - Conveyance of Future Hard Minerals Royalty Revenues	19
	Note 11 - Contingencies	20
	Note 12 - Restructuring Charges	21
	Note 13 - Pension Plans and Other Postretirement Benefits	22
	Note 14 - ~~Stockholders'~~Stockholders’ Equity	23
	Note 15 - Accumulated Other Comprehensive Income (Loss)	2423
	Note 16 - Noncontrolling Interests	24
	Note 17 - Variable Interest Entities	2524
	Note 18 - Supplemental Cash Flow Information	2625
	Note 19 - Segment Information	2725
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Cautionary Statement About Forward-Looking Statements	29
	Outlook	30
	Overview	3231
	Financial Results	3433
	Liquidity and Capital Resources	4342
	Recent Accounting Developments	4746
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4847
Item 4.	Controls and Procedures	4948
PART II
Item 1.	Legal Proceedings	5049
Item 1A.	Risk Factors	5049
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5049
Item 6.	Exhibits	5150

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions except per-share amounts	2016			2015			2016			2015			2016			2015
Revenues and Other
Oil and condensate sales	$	850		$	1,419		$	1,125		$	1,616		$	1,975		$	3,035
Natural-gas sales	366			641			320			487			686			1,128
Natural-gas liquids sales	178			232			235			229			413			461
Gathering, processing, and marketing sales	240			293			305			305			545			598
Gains (losses) on divestitures and other, net	40			(264		)	(70		)	(1		)	(30		)	(265		)
Total	1,674			2,321			1,915			2,636			3,589			4,957
Costs and Expenses
Oil and gas operating	208			296			202			226			410			522
Oil and gas transportation	242			305			246			283			488			588
Exploration	126			1,083			76			103			202			1,186
Gathering, processing, and marketing	215			254			252			255			467			509
General and administrative	449			307			305			278			754			585
Depreciation, depletion, and amortization	1,149			1,256			984			1,214			2,133			2,470
Other taxes	117			182			157			151			274			333
Impairments	16			2,783			18			30			34			2,813
Other operating expense	16			63			7			6			23			69
Total	2,538			6,529			2,247			2,546			4,785			9,075
Operating Income (Loss)	(864		)	(4,208		)	(332		)	90			(1,196		)	(4,118		)
Other (Income) Expense
Interest expense	220			216			217			201			437			417
Loss on early extinguishment of debt							124			—			124			—
(Gains) losses on derivatives, net	297			152			307			(311		)	604			(159		)
Other (income) expense, net	—			47			(55		)	15			(55		)	62
Tronox-related contingent loss	—			5			—			—			—			5
Total	517			420			593			(95		)	1,110			325
Income (Loss) Before Income Taxes	(1,381		)	(4,628		)	(925		)	185			(2,306		)	(4,443		)
Income tax expense (benefit)	(383		)	(1,392		)	(314		)	77			(697		)	(1,315		)
Net Income (Loss)	(998		)	(3,236		)	(611		)	108			(1,609		)	(3,128		)
Net income (loss) attributable to noncontrolling interests	36			32			81			47			117			79
Net Income (Loss) Attributable to Common Stockholders	$	(1,034	)	$	(3,268	)	$	(692	)	$	61		$	(1,726	)	$	(3,207	)

Per Common Share
Net income (loss) attributable to common stockholders—basic	$	(2.03	)	$	(6.45	)	$	(1.36	)	$	0.12		$	(3.39	)	$	(6.32	)
Net income (loss) attributable to common stockholders—diluted	$	(2.03	)	$	(6.45	)	$	(1.36	)	$	0.12		$	(3.39	)	$	(6.32	)
Average Number of Common Shares Outstanding—Basic	509			507			510			508			510			507
Average Number of Common Shares Outstanding—Diluted	509			507			510			509			510			507
Dividends (per common share)	$	0.05		$	0.27		$	0.05		$	0.27		$	0.10		$	0.54

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions	2016			2015			2016			2015			2016			2015
Net Income (Loss)	$	(998	)	$	(3,236	)	$	(611	)	$	108		$	(1,609	)	$	(3,128	)
Other Comprehensive Income (Loss)
Adjustments for derivative instruments
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net	3			2			2			3			5			5
Income taxes on reclassification of previously deferred derivative losses to (gains) losses on derivatives, net	(1		)	(1		)	(1		)	(1		)	(2		)	(2		)
Total adjustments for derivative instruments, net of taxes	2			1			1			2			3			3
Adjustments for pension and other postretirement plans
Net gain (loss) incurred during period	(166		)	—			(24		)	—			(190		)	—
Income taxes on net gain (loss) incurred during period	61			—			9			—			70			—
Prior service credit (cost) incurred during period	(1		)	—			—			—			(1		)	—
Income taxes on prior service credit (cost) incurred during period	1			—			—			—			1			—
Amortization of net actuarial (gain) loss to general and administrative expense	8			13			34			13			42			26
Income taxes on amortization of net actuarial (gain) loss to general and administrative expense	(3		)	(4		)	(13		)	(5		)	(16		)	(9		)
Amortization of net prior service (credit) cost to general and administrative expense	(15		)	—			(6		)	1			(21		)	1
Income taxes on amortization of net prior service (credit) cost to general and administrative expense	5			—			3			—			8			—
Total adjustments for pension and other postretirement plans, net of taxes	(110		)	9			3			9			(107		)	18
Total	(108		)	10			4			11			(104		)	21
Comprehensive Income (Loss)	(1,106		)	(3,226		)	(607		)	119			(1,713		)	(3,107		)
Comprehensive income (loss) attributable to noncontrolling interests	36			32			81			47			117			79
Comprehensive Income (Loss) Attributable to Common Stockholders	$	(1,142	)	$	(3,258	)	$	(688	)	$	72		$	(1,830	)	$	(3,186	)

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)


millions	March 31, 2016			December 31, 2015			June 30, 2016			December 31, 2015
ASSETS
Current Assets
Cash and cash equivalents ($111 and $100 related to VIEs)	$	2,947		$	939
Accounts receivable (net of allowance of $12 and $11)
Customers ($47 and $81 related to VIEs)	633			652
Others ($81 and $84 related to VIEs)	1,759			1,817
Cash and cash equivalents ($160 and $100 related to VIEs)							$	1,394		$	939
Accounts receivable (net of allowance of $13 and $11)
Customers ($67 and $81 related to VIEs)							770			652
Others ($76 and $84 related to VIEs)							730			1,817
Other current assets	428			573			318			573
Total	5,767			3,981			3,212			3,981
Properties and Equipment
Cost	71,541			70,683			69,610			70,683
Less accumulated depreciation, depletion, and amortization	38,015			36,932			37,265			36,932
Net properties and equipment ($4,940 and $4,859 related to VIEs)	33,526			33,751
Other Assets ($624 and $644 related to VIEs)	2,304			2,268
Goodwill and Other Intangible Assets ($1,244 and $1,220 related to VIEs)	6,325			6,331
Net properties and equipment ($5,002 and $4,859 related to VIEs)							32,345			33,751
Other Assets ($621 and $644 related to VIEs)							2,239			2,268
Goodwill and Other Intangible Assets ($1,237 and $1,220 related to VIEs)							6,237			6,331
Total Assets	$	47,922		$	46,331		$	44,033		$	46,331

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable ($183 and $179 related to VIEs)	$	2,505		$	2,850
Accounts payable ($172 and $179 related to VIEs)							$	2,200		$	2,850
Current asset retirement obligations	297			309			221			309
Interest payable	158			247			242			247
Other taxes payable ($28 and $18 related to VIEs)	339			318
Other taxes payable ($21 and $18 related to VIEs)							282			318
Accrued expenses	333			424			267			424
Short-term debt	3,025			32			32			32
Total	6,657			4,180			3,244			4,180
Long-term Debt	15,726			15,636			15,641			15,636
Other Long-term Liabilities
Deferred income taxes	4,940			5,400			4,686			5,400
Asset retirement obligations ($131 and $127 related to VIEs)	1,760			1,750
Asset retirement obligations ($135 and $127 related to VIEs)							1,726			1,750
Other	4,138			3,908			4,136			3,908
Total	10,838			11,058			10,548			11,058

Equity
Stockholders’ equity
Common stock, par value $0.10 per share (1.0 billion shares authorized, 531.1 million and 528.3 million shares issued)	53			52
Common stock, par value $0.10 per share (1.0 billion shares authorized, 531.2 million and 528.3 million shares issued)							53			52
Paid-in capital	9,328			9,265			9,638			9,265
Retained earnings	3,821			4,880			3,103			4,880
Treasury stock (20.7 million and 20.0 million shares)	(1,025		)	(995		)	(1,026		)	(995		)
Accumulated other comprehensive income (loss)	(491		)	(383		)	(487		)	(383		)
Total Stockholders’ Equity	11,686			12,819			11,281			12,819
Noncontrolling interests	3,015			2,638			3,319			2,638
Total Equity	14,701			15,457			14,600			15,457
Total Liabilities and Equity	$	47,922		$	46,331		$	44,033		$	46,331

Parenthetical references ~~on this statement provide March 31,~~reflect amounts as of June 30, 2016, ~~amounts followed by~~and December 31, ~~2015 amounts.~~2015.

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)


	Total Stockholders’ Equity																			Total Stockholders’ Equity
	Common Stock		Paid-in Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests			Total Equity			Common Stock		Paid-in Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests			Total Equity
millions
Balance at December 31, 2015	$	52	$	9,265	$	4,880		$	(995	)	$	(383	)	$	2,638		$	15,457		$	52	$	9,265	$	4,880		$	(995	)	$	(383	)	$	2,638		$	15,457
Net income (loss)	—		—		(1,034		)	—			—			36			(998		)	—		—		(1,726		)	—			—			117			(1,609		)
Common stock issued	1		62		—			—			—			—			63			1		108		—			—			—			—			109
Dividends—common stock	—		—		(25		)	—			—			—			(25		)	—		—		(51		)	—			—			—			(51		)
Repurchase of common stock	—		—		—			(30		)	—			—			(30		)	—		—		—			(31		)	—			—			(31		)
Subsidiary equity transactions	—		1		—			—			—			419			420			—		265		—			—			—			723			988
Distributions to noncontrolling interest owners	—		—		—			—			—			(78		)	(78		)	—		—		—			—			—			(159		)	(159		)
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net	—		—		—			—			2			—			2			—		—		—			—			3			—			3
Adjustments for pension and other postretirement plans	—		—		—			—			(110		)	—			(110		)	—		—		—			—			(107		)	—			(107		)
Balance at March 31, 2016	$	53	$	9,328	$	3,821		$	(1,025	)	$	(491	)	$	3,015		$	14,701
Balance at June 30, 2016																				$	53	$	9,638	$	3,103		$	(1,026	)	$	(487	)	$	3,319		$	14,600

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,						Six Months Ended June 30,
millions	2016			2015			2016			2015
Cash Flows from Operating Activities
Net income (loss)	$	(998	)	$	(3,236	)	$	(1,609	)	$	(3,128	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation, depletion, and amortization	1,149			1,256			2,133			2,470
Deferred income taxes	(413		)	(1,198		)	(820		)	(1,187		)
Dry hole expense and impairments of unproved properties	35			1,009			45			1,040
Impairments	16			2,783			34			2,813
(Gains) losses on divestitures, net	(2		)	334			102			425
Loss on early extinguishment of debt							124			—
Total (gains) losses on derivatives, net	299			152			610			(158		)
Operating portion of net cash received (paid) in settlement of derivative instruments	105			91			165			172
Other	115			45			203			74
Changes in assets and liabilities
Tronox-related contingent liability	—			(5,210		)	—			(5,210		)
(Increase) decrease in accounts receivable	46			357			922			(105		)
Increase (decrease) in accounts payable and accrued expenses	(403		)	(279		)	(717		)	(198		)
Other items, net	(86		)	(608		)	(100		)	(269		)
Net cash provided by (used in) operating activities	(137		)	(4,504		)	1,092			(3,261		)
Cash Flows from Investing Activities
Additions to properties and equipment and dry hole costs	(1,022		)	(1,957		)	(1,879		)	(3,501		)
Divestitures of properties and equipment and other assets	35			22			900			700
Other, net	14			10			14			16
Net cash provided by (used in) investing activities	(973		)	(1,925		)	(965		)	(2,785		)
Cash Flows from Financing Activities
Borrowings, net of issuance costs	4,682			4,583			5,275			4,787
Repayments of debt	(1,608		)	(2,830		)	(5,425		)	(3,857		)
Financing portion of net cash received (paid) for derivative instruments	(555		)	(146		)	(727		)	(77		)
Increase (decrease) in outstanding checks	(150		)	(39		)	(159		)	(109		)
Dividends paid	(25		)	(139		)	(51		)	(277		)
Repurchase of common stock	(30		)	(36		)	(31		)	(37		)
Issuance of common stock, including tax benefit on share-based compensation awards	30			12			30			19
Sale of subsidiary units	440			31			1,163			187
Issuance of tangible equity units — equity component							—			348
Distributions to noncontrolling interest owners	(78		)	(67		)	(159		)	(135		)
Proceeds from conveyance of future hard minerals royalty revenues, net of transaction costs	413			—			413			—
Net cash provided by (used in) financing activities	3,119			1,369			329			849
Effect of Exchange Rate Changes on Cash	(1		)	(1		)	(1		)	1
Net Increase (Decrease) in Cash and Cash Equivalents	2,008			(5,061		)	455			(5,196		)
Cash and Cash Equivalents at Beginning of Period	939			7,369			939			7,369
Cash and Cash Equivalents at End of Period	$	2,947		$	2,308		$	1,394		$	2,173

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies

General Anadarko Petroleum Corporation is engaged in the exploration, development, production, and marketing of oil, condensate, natural gas, and natural gas liquids (NGLs), and in the marketing of anticipated production of liquefied natural gas (LNG). In addition, the Company engages in the gathering, processing, treating, and transporting of oil, condensate, natural gas, and NGLs. The Company also participates in the hard-minerals business through royalty arrangements. Unless the context otherwise requires, the terms “Anadarko” and “Company” refer to Anadarko Petroleum Corporation and its consolidated subsidiaries.

Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States (GAAP). Certain prior-period amounts have been reclassified to conform to the current-year presentation. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

The Consolidated Financial Statements include the accounts of Anadarko and subsidiaries in which Anadarko holds, directly or indirectly, more than 50% of the voting rights and variable interest entities (VIEs) for which Anadarko is the primary beneficiary. All intercompany transactions have been eliminated. Undivided interests in oil and natural-gas exploration and production joint ventures are consolidated on a proportionate basis. Investments in ~~non-controlled~~noncontrolled entities over which Anadarko has the ability to exercise significant influence over operating and financial policies and VIEs for which Anadarko is not the primary beneficiary are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for the Company’s proportionate share of earnings, losses, and distributions. Other investments are carried at original cost. Investments accounted for using the equity method and cost method are reported as a component of other assets. ~~Certain prior-period amounts have been reclassified to conform to the current-year presentation.~~

~~Use of Estimates~~ The preparation of financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, including those related to proved reserves; the value of properties and equipment; goodwill; intangible assets; asset retirement obligations; litigation liabilities; environmental liabilities; pension assets, liabilities, and costs; income taxes; and fair values. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Recently Issued Accounting StandardsThe Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03, Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30)—Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. These ASUs require capitalized debt issuance costs, except for those related to revolving credit facilities, to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, rather than as an asset. The Company adopted these ASUs on January 1, 2016, using a retrospective approach. The adoption resulted in a reclassification that reduced other current assets and short-term debt by $1 million and reduced other assets and long-term debt by $82 million on the Company’s Consolidated Balance Sheet at December 31, 2015.

The FASB issued ASU 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis. The Company adopted this ASU on January 1, 2016. In accordance with the new ASU, Western Gas Equity Partners, LP (WGP) and Western Gas Partners, LP (WES), publicly traded consolidated subsidiaries of the Company, are considered VIEs for which the Company is the primary beneficiary. Prior to adoption of the ASU, WGP and WES were consolidated by the Company under the voting interest ~~model and, after~~model. After adoption, ~~the Company will continue to consolidate~~ WGP and WES were consolidated by the Company under the variable interest model. While this ASU requires additional financial statement disclosure, it has no impact on the Company’s consolidated results of operations, cash flows, or financial position. See Note 17—Variable Interest Entities.

~~Table of Contents~~

A~~NADARKO PETROLEUM CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~1. Summary of Significant Accounting Policies (Continued)~~

The FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU will simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, ~~and~~ classification on the statement of cash ~~flows.~~flows, and accounting for forfeitures. This ASU is effective for annual and interim periods beginning in 2017 with early adoption permitted. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies (Continued)

The FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires the lessees to recognize a lease liability and a right-of-use asset for all leases, including operating leases, with a term greater than 12 months on the balance sheet and disclose key information about their leasing transactions. This ASU is effective for annual and interim periods beginning in 2019. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

The FASB issued ASU ~~2016-01,~~ ~~Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10).~~ ~~This ASU~~amends existing requirements on the classification and measurement of financial instruments. Changes to the current requirements primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. This ASU is effective for annual periods beginning in 2018 with early adoption of certain provisions permitted. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

~~The FASB issued ASU~~ 2014-09, Revenue from Contracts with Customers (Topic 606), ~~ASU 2016-08,~~ ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), and ASU 2016-10,~~ ~~Revenues from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing~~, which ~~supersede the~~supersedes current revenue recognition requirements ~~in Topic 605,~~ ~~Revenue Recognition~~, and industry-specific ~~guidance in Subtopic 932-605,~~ ~~Extractive Activities-Oil~~guidance. The codification was amended through additional ASUs and, ~~Gas-Revenue Recognition~~ ~~and require~~as amended, requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The Company is required to adopt the new ~~standards~~standard in the first quarter of 2018 using one of two retrospective application methods. The Company is continuing to evaluate the provisions of ~~these ASUs,~~this ASU and has not determined the impact ~~these standards~~this standard may have on its consolidated financial statements and related disclosures or decided upon the method of adoption.

2. Inventories

The following summarizes the major classes of inventories included in other current assets:


millions	March 31, 2016		December 31, 2015		June 30, 2016		December 31, 2015
Oil	$	96	$	116	$	111	$	116
Natural gas	25		36		28		36
NGLs	67		64		77		64
Total inventories	$	188	$	216	$	216	$	216

3. Divestitures and Assets Held for Sale

~~Certain U.S. onshore~~For the six months ended June 30, 2016, the Company received $900 million in net proceeds from divestitures and recognized net losses of $102 million from divestitures and assets ~~in East Texas/Louisiana~~held for sale.

Divestitures The following divestitures primarily related to assets that were included in the oil and gas exploration and production reporting ~~segment~~segment:

The Company sold certain U.S. onshore assets in East Texas/Louisiana with a sales price of $107 million, for net proceeds of $99 million, and recognized a gain of $13 million.

The Company sold certain U.S. onshore assets in West Texas for net proceeds of $138 million, with no gain or loss recognized.

The Company sold certain U.S. onshore assets in the Rockies for net proceeds of $593 million, and recognized a loss of $53 million.

Assets Held for Sale Certain U.S. onshore assets included in the oil and gas exploration and production and midstream reporting segments satisfied criteria to be considered held for sale during the ~~first~~second quarter of ~~2016.~~2016, at which time the Company remeasured them to their current fair value using a market approach and Level 2 fair-value measurement and recognized a loss of $50 million. The sale of these assets ~~closed~~is expected to close in ~~April 2016~~the third quarter of 2016.

Gains and losses on assets held for ~~a sales price~~sale are included in gains (losses) on divestitures and other, net in the Company’s Consolidated Statements of ~~$107 million, subject to closing adjustments.~~Income. At ~~March 31,~~June 30, 2016, the balances of assets and liabilities associated with assets held for sale were not material.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Impairments

Impairments of long-lived assets are included in impairment expense in the Company’s Consolidated Statements of Income. The following summarizes impairments of long-lived assets and the related post-impairment fair values by segment:


	Three Months Ended				Three Months Ended				Six Months Ended
millions	Impairment		Fair Value⁽¹⁾		Impairment		Fair Value⁽¹⁾		Impairment		Fair Value⁽¹⁾
March 31, 2016
June 30, 2016
Oil and gas exploration and production
Long-lived assets held for use
U.S. onshore properties					$	—	$	—	$	4	$	585
Gulf of Mexico properties					1		—		2		—
Cost-method investment ⁽²⁾					1		32		2		32
Midstream
Long-lived assets held for use					11		2		21		5
Other
Long-lived assets held for use					5		1		5		1
Total					$	18	$	35	$	34	$	623

June 30, 2015
Oil and gas exploration and production
Long-lived assets held for use
U.S. onshore properties	$	4	$	585	$	4	$	12	$	2,303	$	1,303
Gulf of Mexico properties	1		—		17		—		25		—
Cost-method investment ⁽²⁾	1		32		1		32		1		32
Midstream
Long-lived assets held for use	10		3		8		199		484		202
Total	$	16	$	620	$	30	$	243	$	2,813	$	1,537

March 31, 2015
Oil and gas exploration and production
Long-lived assets held for use
U.S. onshore properties	$	2,307	$	1,299
Midstream
Long-lived assets held for use	476		206
Total	$	2,783	$	1,505


⁽¹⁾	Measured as of the impairment date using the income approach and Level 3 inputs.


⁽²⁾	Represents the after-tax net investment.

Impairments during the ~~first quarter of~~six months ended June 30, 2015, were primarily related to the Company’s Greater Natural Buttes oil and gas and midstream properties in the Rockies, which were impaired due to lower forecasted commodity prices.

In addition to the long-lived asset impairments above, the Company recognized a $935 million impairment of unproved Greater Natural Buttes properties during the ~~first quarter of~~six months ended June 30, 2015, as a result of lower commodity prices. Impairments of unproved properties are included in exploration expense in the Company’s Consolidated Statements of Income.

~~Potential for Future Impairments~~ During 2015, the Company recognized significant impairments of proved oil and gas and midstream properties and impairments of unproved oil and gas properties, primarily as a result of lower forecasted commodity prices and related changes to the Company’s drilling plans. While commodity prices continued to decline during the first quarter of 2016, the Company did not recognize any material impairments. At March 31, 2016, the Company’s estimate of undiscounted future cash flows attributable to a certain depletion group with a net book value of approximately $2.1 billion indicated that the carrying amount was expected to be recovered; however, this depletion group may be at risk for impairment if the estimates of future cash flows decline. The Company estimates that, if this depletion group becomes impaired in a future period, the Company could recognize non-cash impairments in that period in excess of $1.0 billion. It is ~~also~~ reasonably possible that prolonged low or further declines in commodity prices, changes to the Company’s drilling plans in response to lower prices, or increases in drilling or operating costs could result in ~~additional~~future impairments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Suspended Exploratory Well Costs

The Company’s suspended exploratory well costs were ~~$1.1~~$1.2 billion at ~~March 31,~~June 30, 2016, and $1.1 billion at December 31, 2015. ~~During~~The increase in suspended exploratory well costs during 2016 is primarily related to the ~~three~~capitalization of costs associated with appraisal activities in Côte d’Ivoire. There were no material charges to exploration expense during the six months ended ~~March 31,~~June 30, 2016, related to suspended exploratory well costs previously capitalized for a period greater than one year since the completion of drilling at December 31, ~~2015, charged to exploration expense were not material.~~2015. Projects with suspended exploratory well costs are those identified by management as exhibiting sufficient quantities of hydrocarbons to justify potential development and where management is actively pursuing efforts to assess whether reserves can be attributed to these projects. If additional information becomes available that raises substantial doubt as to the economic or operational viability of any of these projects, the associated costs will be expensed at that time.

6. Derivative Instruments

Objective and Strategy The Company uses derivative instruments to manage its exposure to cash-flow variability from commodity-price and interest-rate risks. Futures, swaps, and options are used to manage exposure to commodity-price risk inherent in the Company’s oil and natural-gas production and natural-gas processing operations (Oil and Natural-Gas Production/Processing Derivative Activities). Futures contracts and commodity-price swap agreements are used to fix the price of expected future oil and natural-gas sales at major industry trading locations such as Cushing, Oklahoma or Sullom Voe, Scotland for oil and Henry Hub, Louisiana for natural gas. Basis swaps are periodically used to fix or float the price differential between product prices at one market location versus another. Options are used to establish a floor price, a ceiling price, or a floor and a ceiling price (collar) for expected future oil and natural-gas sales. Derivative instruments are also used to manage commodity-price risk inherent in customer price requirements and to fix margins on the future sale of natural gas and NGLs from the Company’s leased storage facilities (Marketing and Trading Derivative Activities).

Interest-rate swaps are used to fix or float interest rates on existing or anticipated indebtedness. The purpose of these instruments is to manage the Company’s existing or anticipated exposure to interest-rate changes. The fair value of the Company’s current interest-rate swap portfolio ~~increases (decreases) when~~is subject to changes in interest ~~rates increase (decrease).~~rates.

The Company does not apply hedge accounting to any of its derivative instruments. As a result, gains and losses associated with derivative instruments are recognized currently in earnings. Net derivative losses attributable to derivatives previously subject to hedge accounting reside in accumulated other comprehensive income (loss) and are reclassified to earnings as the transactions to which the derivatives relate are recognized in earnings. See Note 15—Accumulated Other Comprehensive Income (Loss).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Derivative Instruments (Continued)

Oil and Natural-Gas Production/Processing Derivative Activities The oil prices listed below are a combination of New York Mercantile Exchange (NYMEX) West Texas Intermediate and Intercontinental Exchange, Inc. (ICE) Brent Blend prices. The natural-gas prices listed below are NYMEX Henry Hub prices. The NGLs prices listed below are Oil Price Information Services prices. The following is a summary of the Company’s derivative instruments related to oil and natural-gas production/processing derivative activities at ~~March 31,~~June 30, 2016:


	2016 Settlement		2016 Settlement		2017 Settlement		2018 Settlement
Oil
Three-Way Collars (MBbls/d)	83		83		—		—
Average price per barrel
Ceiling sold price (call)	$	63.82	$	63.82	$	—	$	—
Floor purchased price (put)	$	54.46	$	54.46	$	—	$	—
Floor sold price (put)	$	42.77	$	42.77	$	—	$	—
Natural Gas
Three-Way Collars (thousand MMBtu/d)			—		682		250
Average price per MMBtu
Ceiling sold price (call)			$	—	$	3.60	$	3.54
Floor purchased price (put)			$	—	$	2.75	$	2.75
Floor sold price (put)			$	—	$	2.00	$	2.00
Fixed-Price Contracts (thousand MMBtu/d)	43		14		32		—
Average price per MMBtu	$	2.24	$	2.38	$	3.14	$	—
NGLs
Fixed-Price Contracts (MBbls/d)	4		—		2		—
Average price per barrel	$	12.93	$	—	$	15.84	$	—

MBbls/d—thousand barrels per day

MMBtu/d—million British thermal units per day

MMBtu—million British thermal units

A three-way collar is a combination of three options: a sold call, a purchased put, and a sold put. The sold call establishes the maximum price that the Company will receive for the contracted commodity volumes. The purchased put establishes the minimum price that the Company will receive for the contracted volumes unless the market price for the commodity falls below the sold put strike price, at which point the minimum price equals the reference price (e.g., NYMEX) plus the excess of the purchased put strike price over the sold put strike price.

Marketing and Trading Derivative Activities The Company had financial derivative transactions with notional volumes of natural gas totaling 45 billion cubic feet (Bcf) at ~~March 31,~~June 30, 2016, and 8 Bcf at December 31, 2015, that were entered into to mitigate commodity-price risk related to fixed-price purchase and sales contracts and storage activity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Derivative Instruments (Continued)

Interest-Rate Derivatives Anadarko has outstanding interest-rate swap contracts to manage interest-rate risk associated with anticipated debt issuances. The Company has locked in a fixed interest rate in exchange for a floating interest rate indexed to the three-month London Interbank Offered Rate (LIBOR). ~~The~~In February 2016, in exchange for amended terms with certain counterparties, the Company ~~used proceeds~~modified the mandatory termination dates from ~~its $3.0 billion~~2021 to 2018 and, in some cases, the related fixed interest rates on interest-rate swaps with an aggregate notional principal amount of $500 million. Additionally, an interest-rate swap agreement was settled in March 2016, ~~Senior Notes issuances to purchase and retire $1.25 billion~~resulting in a cash payment of ~~its $2.0 billion 6.375% Senior Notes due September 2017 in April~~$193 million.

At June 30, 2016 ~~pursuant to a tender offer and to redeem~~, the ~~$1.750 billion 5.950% Senior Notes due September 2016 in May 2016. The~~Company had outstanding interest-rate swaps with a notional amount of $1.7 billion due prior to or at September 2021 that will manage interest-rate risk associated with the potential refinancing of the Company’s $900 million Senior Notes due 2019 and the Zero-Coupon Senior Notes due 2036 (Zero Coupons), should the Zero Coupons be put to the Company prior to the swap termination dates. At the next put date in October 2016, the accreted value of the Zero Coupons will be $839 million. See Note 8—Debt and Interest Expense. Depending on market conditions, liability-management actions, or other factors, the Company may enter into offsetting interest-rate swap positions, or settle or amend, certain or all of the currently outstanding interest-rate swaps.

In February 2016, in exchange for amended terms with certain counterparties, the Company modified the mandatory termination dates from 2021 to 2018 and, in some cases, the related fixed interest rates on interest-rate swaps with an aggregate notional principal amount of $500 million. Additionally, an interest-rate swap agreement was settled in March 2016, resulting in a cash payment of $193 million.

Derivative settlements and collateralization are classified as cash flows from operating activities unless the derivatives contain an other-than-insignificant financing element, in which case the settlements and collateralization are classified as cash flows from financing activities. As a result of prior extensions of reference-period start dates without settlement of the related interest-rate derivative obligations, the interest-rate derivatives in the Company’s portfolio contain an other-than-insignificant financing element, and therefore, any settlements or collateralization related to these extended interest-rate derivatives are classified as cash flows from financing activities.

The Company had the following outstanding interest-rate swaps at ~~March 31,~~June 30, 2016:



millions except percentages			Mandatory	Weighted-Average
Notional Principal Amount		Reference Period	Termination Date	Interest Rate
$	50	September 2016 – 2026	September 2016	5.910%
$	50	September 2016 – 2046	September 2016	6.290%
$	500	September 2016 – 2046	September 2018	6.559%
$	300	September 2016 – 2046	September 2020	6.509%
$	450	September 2017 – 2047	September 2018	6.445%
$	100	September 2017 – 2047	September 2020	6.891%
$	250	September 2017 – 2047	September 2021	6.570%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Derivative Instruments (Continued)

Effect of Derivative Instruments—Balance Sheet The following summarizes the fair value of the Company’s derivative instruments:


	Gross Derivative Assets				Gross Derivative Liabilities						Gross Derivative Assets				Gross Derivative Liabilities
millions	March 31,		December 31,		March 31,			December 31,			June 30,		December 31,		June 30,			December 31,
Balance Sheet Classification	2016		2015		2016			2015			2016		2015		2016			2015
Commodity derivatives
Other current assets	$	322	$	462	$	(116	)	$	(177	)	$	111	$	462	$	(29	)	$	(177	)
Other assets	7		8		—			—			10		8		—			—
Accrued expenses	—		—		(2		)	(3		)	4		—		(30		)	(3		)
Other liabilities											2		—		(15		)	—
	329		470		(118		)	(180		)	127		470		(74		)	(180		)
Interest-rate derivatives
Other current assets	2		2		—			—			3		2		—			—
Other assets	20		54		—			—			15		54		—			—
Accrued expenses	—		—		(90		)	(54		)	—		—		(99		)	(54		)
Other liabilities	—		—		(1,550		)	(1,488		)	—		—		(1,749		)	(1,488		)
	22		56		(1,640		)	(1,542		)	18		56		(1,848		)	(1,542		)
Total derivatives	$	351	$	526	$	(1,758	)	$	(1,722	)	$	145	$	526	$	(1,922	)	$	(1,722	)

Effect of Derivative Instruments—Statement of Income The following summarizes gains and losses related to derivative instruments:


millions	Three Months Ended March 31,						Three Months Ended June 30,					Six Months Ended June 30,
Classification of (Gain) Loss Recognized	2016			2015			2016		2015			2016		2015
Commodity derivatives
Gathering, processing, and marketing sales ⁽¹⁾	$	2		$	—		$	4	$	1		$	6	$	1
(Gains) losses on derivatives, net	(28		)	(53		)	94		1			66		(52		)
Interest-rate derivatives
(Gains) losses on derivatives, net	325			205			213		(312		)	538		(107		)
Total (gains) losses on derivatives, net	$	299		$	152		$	311	$	(310	)	$	610	$	(158	)


⁽¹⁾	Represents the effect of Marketing and Trading Derivative Activities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Derivative Instruments (Continued)

Credit-Risk Considerations The financial integrity of exchange-traded contracts, which are subject to nominal credit risk, is assured by NYMEX or ICE through systems of financial safeguards and transaction guarantees. Over-the-counter traded swaps, options, and futures contracts expose the Company to counterparty credit risk. The Company monitors the creditworthiness of its counterparties, establishes credit limits according to the Company’s credit policies and guidelines, and assesses the impact on the fair value of its counterparties’ creditworthiness. The Company has the ability to require cash collateral or letters of credit to mitigate its credit-risk exposure.

The Company has netting agreements with financial institutions that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities, and routinely exercises its contractual right to offset gains and losses when settling with derivative counterparties. In addition, the Company has setoff agreements with certain financial institutions that may be exercised in the event of default and provide for contract termination and net settlement across derivative types. At ~~March 31,~~June 30, 2016, ~~$238~~$100 million of the Company’s ~~$1.758~~$1.922 billion gross derivative liability balance, and at December 31, 2015, $347 million of the Company’s $1.722 billion gross derivative liability balance, would have been eligible for setoff against the Company’s gross derivative asset balance in the event of default. Other than in the event of default, the Company does not net settle across derivative types.

The Company’s derivative instruments are subject to individually negotiated credit provisions that may require collateral of cash or letters of credit depending on the derivative’s portfolio valuation versus negotiated credit thresholds. These credit thresholds may also require full or partial collateralization or immediate settlement of the Company’s obligations if certain credit-risk-related provisions are triggered, such as if the Company’s credit rating from major credit rating agencies declines to a level that is below investment grade. In February 2016, Moody’s Investors Service (Moody’s) downgraded the Company’s long-term debt credit rating from “Baa2” to “Ba1,” which is below investment grade. The downgrade triggered credit-risk-related features with certain derivative counterparties and required the Company to post collateral under its derivative instruments. The amount of cash posted as collateral pursuant to the contractual requirements applicable to derivative instruments with financial institutions was ~~$420~~$599 million at ~~March 31,~~June 30, 2016, and $58 million at December 31, 2015. No counterparties have requested termination or full settlement of derivative positions. The aggregate fair value of derivative instruments with credit-risk-related contingent features for which a net liability position existed was ~~$1.1~~$1.3 billion (net of collateral) at ~~March 31,~~each of June 30, 2016, and ~~$1.3 billion (net of collateral) at~~ December 31, 2015.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Derivative Instruments (Continued)

Fair Value Fair value of futures contracts is based on unadjusted quoted prices in active markets for identical assets or liabilities, which represent Level 1 inputs. Valuations of physical-delivery purchase and sale agreements, over-the-counter financial swaps, and commodity option collars are based on similar transactions observable in active markets and industry-standard models that primarily rely on market-observable inputs. Inputs used to estimate fair value in industry-standard models are categorized as Level 2 inputs because substantially all assumptions and inputs are observable in active markets throughout the full term of the instruments. Inputs used to estimate the fair value of swaps and options include market-price curves; contract terms and prices; credit-risk adjustments; and, for Black-Scholes option valuations, discount factors and implied market volatility.

The following summarizes the fair value of the Company’s derivative assets and liabilities by input level within the fair-value hierarchy:


millions
March 31, 2016	Level 1			Level 2			Level 3		Netting ⁽¹⁾			Collateral			Total
June 30, 2016																		Level 1			Level 2			Level 3		Netting ⁽¹⁾			Collateral			Total
Assets
Commodity derivatives	$	1		$	328		$	—	$	(116	)	$	(1	)	$	212		$	1		$	126		$	—	$	(35	)	$	—		$	92
Interest-rate derivatives	—			22			—		—			—			22			—			18			—		—			—			18
Total derivative assets	$	1		$	350		$	—	$	(116	)	$	(1	)	$	234		$	1		$	144		$	—	$	(35	)	$	—		$	110
Liabilities
Commodity derivatives	$	—		$	(118	)	$	—	$	116		$	—		$	(2	)	$	(4	)	$	(70	)	$	—	$	35		$	5		$	(34	)
Interest-rate derivatives	—			(1,640		)	—		—			421			(1,219		)	—			(1,848		)	—		—			592			(1,256		)
Total derivative liabilities	$	—		$	(1,758	)	$	—	$	116		$	421		$	(1,221	)	$	(4	)	$	(1,918	)	$	—	$	35		$	597		$	(1,290	)

December 31, 2015
Assets
Commodity derivatives	$	10		$	460		$	—	$	(178	)	$	(8	)	$	284		$	10		$	460		$	—	$	(178	)	$	(8	)	$	284
Interest-rate derivatives	—			56			—		—			—			56			—			56			—		—			—			56
Total derivative assets	$	10		$	516		$	—	$	(178	)	$	(8	)	$	340		$	10		$	516		$	—	$	(178	)	$	(8	)	$	340
Liabilities	��
Commodity derivatives	$	(1	)	$	(179	)	$	—	$	178		$	—		$	(2	)	$	(1	)	$	(179	)	$	—	$	178		$	—		$	(2	)
Interest-rate derivatives	—			(1,542		)	—		—			58			(1,484		)	—			(1,542		)	—		—			58			(1,484		)
Total derivative liabilities	$	(1	)	$	(1,721	)	$	—	$	178		$	58		$	(1,486	)	$	(1	)	$	(1,721	)	$	—	$	178		$	58		$	(1,486	)

__________________________________________________________________


⁽¹⁾	Represents the impact of netting commodity derivative assets and liabilities with counterparties where the Company has the contractual right and intends to net settle.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7. Tangible Equity Units

In June 2015, the Company issued 9.2 million 7.50% tangible equity units (TEUs) at a stated amount of $50.00 per TEU ~~and raised~~for net proceeds of $445 million. Each TEU is comprised of a prepaid equity purchase contract for common units of WGP and a senior amortizing note. Subsequent to issuance, each TEU may be legally separated into the two components. The prepaid equity purchase contract is considered a freestanding financial instrument, indexed to WGP common units, and meets the conditions for equity classification. The prepaid equity purchase contracts ~~were recorded~~are included in noncontrolling interests, net of issuance costs, and the senior amortizing notes ~~were recorded~~are included in short-term debt and long-term debt on the Company’s Consolidated Balance Sheets.

Equity Component Unless settled earlier at the holder’s option, each purchase contract has a mandatory settlement date of June 7, 2018. Anadarko has a right to elect to issue and deliver shares of Anadarko Petroleum Corporation common stock (APC shares) in lieu of delivering WGP common units at settlement. The Company will deliver not more than 0.8591 WGP common units and not less than 0.7159 WGP common units (or a computed number of APC shares) per TEU on the settlement date, subject to adjustment, at the settlement rate based upon the applicable market value of WGP common units (or APC shares).

Debt Component Each senior amortizing note has an initial principal amount of $10.95 and bears interest at 1.50% per year. On September 7, 2015, Anadarko began paying equal quarterly cash installments of $0.9375 per amortizing note (except for the September 7, 2015 installment payment, which was $0.9063 per amortizing note). The payments constitute a payment of interest and partial repayment of principal, with the aggregate per-year payments of principal and interest equating to a 7.50% cash payment with respect to each TEU. The senior amortizing notes have a final installment payment date of June 7, 2018, and are senior unsecured obligations of the Company.

8. Debt and Interest Expense

Debt Activity The following summarizes the Company’s debt activity, after eliminating the effect of intercompany transactions, during the ~~three~~six months ended ~~March 31,~~June 30, 2016:


	Carrying Value											Carrying Value
millions	WES		WGP ⁽¹⁾		Anadarko ⁽²⁾			Anadarko Consolidated			Description	WES			WGP ⁽¹⁾		Anadarko ⁽²⁾			Anadarko Consolidated			Description
Balance at December 31, 2015	$	2,691	$	—	$	12,957		$	15,648			$	2,691		$	—	$	12,957		$	15,648
Issuances	—		—		794			794			4.850% Senior Notes due 2021	—			—		794			794			4.850% Senior Notes due 2021
	—		—		1,088			1,088			5.550% Senior Notes due 2026	—			—		1,088			1,088			5.550% Senior Notes due 2026
	—		—		1,088			1,088			6.600% Senior Notes due 2046	—			—		1,088			1,088			6.600% Senior Notes due 2046
Borrowings	—		—		1,350			1,350			364-Day Facility	—			—		1,750			1,750			364-Day Facility
	330		—		—			330			WES RCF	530			—		—			530			WES RCF
	—		28		—			28			WGP RCF	—			28		—			28			WGP RCF
Repayments	—		—		(1,350		)	(1,350		)	364-Day Facility	—			—		(1,749		)	(1,749		)	5.950% Senior Notes due 2016
	—		—		(250		)	(250		)	Commercial paper notes, net	—			—		(1,245		)	(1,245		)	6.375% Senior Notes due 2017
	—		—		(8		)	(8		)	TEUs - senior amortizing notes	—			—		(1,750		)	(1,750		)	364-Day Facility
												(290		)	—		—			(290		)	WES RCF
												—			—		(250		)	(250		)	Commercial paper notes, net
												—			—		(17		)	(17		)	TEUs - senior amortizing notes
Other, net	—		—		13			13			Amortization of discounts, premiums, and debt issuance costs	1			—		27			28			Amortization of discounts, premiums, and debt issuance costs
Balance at March 31, 2016	$	3,021	$	28	$	15,682		$	18,731
Balance at June 30, 2016												$	2,932		$	28	$	12,693		$	15,653


⁽¹⁾	Excludes WES.


⁽²⁾	Excludes WES and WGP.

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Debt and Interest Expense (Continued)

Debt The Company’s outstanding debt, excluding the capital lease obligation and any borrowings under the WGP revolving credit facility, is senior unsecured. The following summarizes the Company’s outstanding debt after eliminating the effect of intercompany transactions:


millions	WES			WGP ⁽¹⁾		Anadarko ⁽²⁾			Anadarko Consolidated			WES			WGP ⁽¹⁾		Anadarko ⁽²⁾			Anadarko Consolidated
March 31, 2016
June 30, 2016
Total borrowings at face value	$	3,050		$	28	$	17,333		$	20,411		$	2,960		$	28	$	14,325		$	17,313
Net unamortized discounts, premiums, and debt issuance costs ⁽³⁾	(29		)	—		(1,651		)	(1,680		)	(28		)	—		(1,632		)	(1,660		)
Total borrowings	3,021			28		15,682			18,731			2,932			28		12,693			15,653
Capital lease obligation	—			—		20			20			—			—		20			20
Less short-term debt	—			—		3,025			3,025			—			—		32			32
Total long-term debt	$	3,021		$	28	$	12,677		$	15,726		$	2,932		$	28	$	12,681		$	15,641

December 31, 2015
Total borrowings at face value	$	2,720		$	—	$	14,592		$	17,312		$	2,720		$	—	$	14,592		$	17,312
Net unamortized discounts, premiums, and debt issuance costs ⁽³⁾	(29		)	—		(1,635		)	(1,664		)	(29		)	—		(1,635		)	(1,664		)
Total borrowings	2,691			—		12,957			15,648			2,691			—		12,957			15,648
Capital lease obligation	—			—		20			20			—			—		20			20
Less short-term debt	—			—		32			32			—			—		32			32
Total long-term debt	$	2,691		$	—	$	12,945		$	15,636		$	2,691		$	—	$	12,945		$	15,636


⁽¹⁾	Excludes WES.


⁽²⁾	Excludes WES and WGP.


⁽³⁾	Unamortized discounts, premiums, and debt issuance costs are amortized over the term of the related debt. Debt issuance costs related to revolving credit facilities are included in other current assets and other assets on the Company’s Consolidated Balance Sheets.

~~Anadarko’s $1.750 billion 5.950% Senior Notes due September~~During the second quarter of 2016, ~~and $1.25 billion of~~ the ~~Company’s $2.0 billion 6.375% Senior Notes due September 2017 were classified as short-term debt on the Company’s Consolidated Balance Sheet at March 31, 2016. The~~ Company used proceeds from its $3.0 billion March 2016 Senior Notes issuances to purchase and retire ~~$1.25~~$1.250 billion of its $2.0 billion 6.375% Senior Notes ~~in April 2016~~due September 2017 pursuant to a tender offer and to redeem ~~the~~its $1.750 billion 5.950% Senior Notes ~~in May~~due September 2016. The Company recognized a loss of $124 million for the early retirement and redemption of these senior notes, which included $114 million of premiums paid.

Anadarko’s Zero Coupons can be put to the Company in October of each year, in whole or in part, for the then-accreted value, which will be $839 million at the next put date in October 2016. Anadarko’s Zero Coupons were classified as long-term debt on the Company’s Consolidated Balance Sheet at ~~March 31,~~June 30, 2016, as the Company has the ability and intent to refinance these obligations using long-term debt, should the put be exercised.

Fair Value The Company uses a market approach to determine the fair value of its fixed-rate debt using observable market data, which results in a Level 2 fair-value measurement. The carrying amount of floating-rate debt approximates fair value as the interest rates are variable and reflective of market rates. The estimated fair value of the Company’s total borrowings was ~~$18.9~~$17.2 billion at ~~March 31,~~June 30, 2016, and $15.7 billion at December 31, 2015.

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Debt and Interest Expense (Continued)

Anadarko Revolving Credit Facilities and Commercial Paper Program Anadarko has a $3.0 billion five-year senior unsecured revolving credit facility maturing in January 2021 (Five-Year Facility). In addition, in January 2016 the Company replaced its previous $2.0 billion 364-day senior unsecured revolving credit facility with a new $2.0 billion 364-day senior unsecured revolving credit facility (364-Day Facility), on identical terms, that will mature in January 2017. At ~~March 31,~~June 30, 2016, the Company had no outstanding borrowings under the Five-Year Facility or the 364-Day Facility and was in compliance with all ~~covenants contained therein.~~related covenants.

In January 2015, the Company initiated a commercial paper program, which allows for a maximum of $3.0 billion of unsecured commercial paper notes and is supported by the Five-Year Facility. The maturities of the commercial paper notes may vary, but may not exceed 397 days. In February 2016, Moody’s downgraded the Company’s commercial paper program credit rating, which essentially eliminated the Company’s access to the commercial paper market. As a result, the Company has not issued commercial paper notes since the downgrade. At ~~March 31,~~June 30, 2016, the Company had no outstanding borrowings under the commercial paper program.

WES and WGP Borrowings ~~At March 31, 2016,~~ WES ~~was in compliance with all covenants contained in its~~has a five-year $1.2 billion senior unsecured revolving credit facility maturing in February 2019 (WES RCF), which is expandable to $1.5 billion. At ~~March 31,~~June 30, 2016, WES had outstanding borrowings under its RCF of ~~$630~~$540 million at an interest rate of ~~1.74%~~1.77%, had outstanding letters of credit of $5 million, and had available borrowing capacity of ~~$565~~$655 million. At June 30, 2016, WES was in compliance with all related covenants.

In March 2016, WGP entered into a three-year $250 million senior secured revolving credit facility maturing in March 2019 (WGP RCF), which is expandable to $500 million, subject to receiving increased or new commitments from lenders and the satisfaction of certain other conditions. Obligations under the WGP RCF are secured by a first priority lien on all of WGP’s assets (not including the consolidated assets of WES), as well as all equity interests owned by WGP. Borrowings under the WGP RCF bear interest at LIBOR (with a floor of 0%), plus applicable margins ranging from 2.00% to 2.75% depending on WGP’s consolidated leverage ratio, or at a base rate equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, or (iii) LIBOR plus 1.00%, in each case plus applicable margins ranging from 1.00% to 1.75% based upon WGP’s consolidated leverage ratio. At ~~March 31,~~June 30, 2016, WGP ~~was in compliance with all covenants contained in its RCF,~~ had outstanding borrowings under its RCF of $28 million at an interest rate of ~~2.69%~~2.72%, ~~and~~ had available borrowing capacity of $222 ~~million.~~million, and was in compliance with all related covenants.

In July 2016, WES completed a public offering of $500 million aggregate principal amount of 4.650% Senior Notes due July 2026. Net proceeds were used to repay a portion of the amount outstanding under the WES RCF.

Interest Expense The following summarizes interest expense:


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions	2016			2015			2016			2015			2016			2015
Debt and other	$	258		$	254		$	259		$	244		$	517		$	498
Capitalized interest	(38		)	(38		)	(42		)	(43		)	(80		)	(81		)
Total interest expense	$	220		$	216		$	217		$	201		$	437		$	417

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Income Taxes

The following summarizes income tax expense (benefit) and effective tax rates:


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions except percentages	2016			2015			2016			2015			2016			2015
Income tax expense (benefit)	$	(383	)	$	(1,392	)	$	(314	)	$	77		$	(697	)	$	(1,315	)
Income (loss) before income taxes	(1,381		)	(4,628		)	(925		)	185			(2,306		)	(4,443		)
Effective tax rate	28		%	30		%	34		%	42		%	30		%	30		%

The variance from the 35% U.S. federal statutory rate for the three and six months ended June 30, 2016 and 2015, was primarily attributable to the non-deductible Algerian exceptional profits tax for Algerian income tax purposes and the tax impact from foreign operations. In addition, the decrease from the 35% U.S. federal statutory rate for the three and six months ended ~~March 31,~~June 30, 2016, ~~and 2015,~~ was ~~primarily~~ attributable to non-deductible ~~Algerian exceptional profits tax for Algerian income tax purposes, the tax impact from foreign operations,~~goodwill related to divestitures and net changes in uncertain tax positions.

At ~~March 31,~~June 30, 2016, the Company’s Consolidated Balance Sheet included ~~$1.1 billion of income taxes~~a $192 million tax receivable ~~presented~~included in accounts receivable—others.

10. Conveyance of Future Hard Minerals Royalty Revenues

During the first quarter of 2016, the Company conveyed a limited-term nonparticipating royalty interest in certain of its coal and trona leases to a third party for $413 million, net of transaction costs. Such conveyance entitles the third party to receive up to $553 million in future royalty revenue over a period of not less than 10 years and not greater than 15 years. Additionally, such third party is entitled to receive 3% of the aggregate royalties earned during the first 10 years between $800 million and $900 million and 4% of the aggregate royalties earned during the first 10 years that exceed $900 million. Generally, such third party relies solely on the royalty payments to recover its investment and, as such, has the risk of the royalties not being sufficient to recover its investment over the term of the conveyance.

Proceeds from this transaction have been accounted for as deferred revenues and are included in accrued expenses and other long-term liabilities on the Company’s Consolidated Balance Sheet. The deferred revenues will be amortized to other revenues, included in gains (losses) on divestitures and other, net on a unit-of-revenue basis over the term of the agreement. During the ~~first quarter of~~six months ended June 30, 2016, the Company amortized ~~$12~~$19 million of deferred revenues as a result of this agreement. Proceeds from the transaction and payments to the third party are reported in financing activities in the Company’s Consolidated Statement of Cash Flows.

The ~~third party~~Company will ~~receive~~make the first payment for royalties in September 2016. The specified future amounts that the ~~third party~~Company expects to ~~receive~~pay and the payment timing are subject to change based upon the actual royalties received by the Company during the term of the conveyance. The following summarizes the future amounts, prior to the 3% to 4% of any excess described above, that the ~~third party~~Company expects to ~~receive:~~pay:



millions
2016	$	25
2017	50
2018	50
2019	52
2020	56
Later years	320
Total	$	553

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. Contingencies

Litigation The following is a discussion of any material developments in previously reported contingencies and any other material matters that have arisen since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Deepwater Horizon Events In April 2010, the Macondo well in the Gulf of Mexico blew out and an explosion occurred on the Deepwater Horizon drilling rig, resulting in an oil spill. The well was operated by BP Exploration and Production Inc. (BP) and Anadarko held a 25% nonoperated interest. In October 2011, the Company and BP entered into a settlement agreement relating to the Deepwater Horizon events (Settlement Agreement). Pursuant to the Settlement Agreement, the Company is fully indemnified by BP against all claims and damages arising under the Oil Pollution Act of 1990 (OPA), claims for natural resource damages (NRD) and assessment costs, and any claims arising under the Operating Agreement with BP.

Numerous Deepwater Horizon event-related civil lawsuits were filed against BP and other parties, including the Company. Generally, the plaintiffs sought actual damages, punitive damages, declaratory judgment, and/or injunctive relief. This litigation was consolidated into a federal Multidistrict Litigation (MDL) action pending before Judge Carl Barbier in the U.S. District Court for the Eastern District of Louisiana in New Orleans, Louisiana (Louisiana District Court).

BP Consent Decree In July 2015, BP announced a settlement agreement in principle with the U.S. Department of Justice (DOJ) and certain states and local government entities regarding essentially all of the outstanding claims against BP related to the Deepwater Horizon event (BP Settlement) and, in October 2015, lodged a proposed consent decree with the Louisiana District Court. In April 2016, the Louisiana District Court approved the consent decree. As a result of the BP Settlement and approval of the consent decree, all liability relating to OPA-related environmental costs was resolved and all NRD claims and claims by the United States and the Gulf states impacted by the event relating to the MDL action were dismissed. For any remaining claims relating to the MDL action, the Company is fully indemnified by BP against any losses pursuant to the Settlement Agreement. For additional disclosure related to the Deepwater Horizon events, see Note 15—Contingencies—Deepwater Horizon Events in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Penalties and Fines In December 2010, the DOJ, on behalf of the United States, filed a civil lawsuit in the Louisiana District Court against several parties, including the Company, seeking an assessment of civil penalties under the Clean Water Act (CWA) in an amount to be determined by the Louisiana District Court. After previously finding that Anadarko, as a nonoperating investor in the Macondo well, was not culpable with respect to the Deepwater Horizon events, the Louisiana District Court found Anadarko liable for civil penalties under Section 311 of the CWA as a working-interest owner in the Macondo well and entered a judgment of $159.5 million in December 2015. Neither party appealed the decision and the Company paid the penalty in the first quarter of 2016.

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12. Restructuring Charges

In the first quarter of 2016, the Company initiated a workforce reduction program to align the size and composition of Anadarko’s workforce with the Company’s expected future operating and capital plans. Employee notifications related to the workforce reduction program were ~~substantially complete~~completed by ~~March 31, 2016, and all~~June 30, 2016. All restructuring charges will be recognized in 2016, with the exception of approximately $10 million of expense for retirement benefits expected to be recognized in the first quarter of 2017. The following summarizes the total expected restructuring charges and the amounts expensed during the ~~first quarter of~~three and six months ended June 30, 2016, which ~~were~~are included in general and administrative expenses in the Company’s Consolidated ~~Statement~~Statements of Income:


millions	Total Expected Costs		Three Months Ended March 31, 2016		Total Expected Costs		Three Months Ended June 30, 2016		Six Months Ended June 30, 2016
Costs by category
Cash severance	$	154	$	131	$	153	$	15	$	146
Retirement benefits ⁽¹⁾	203		49		220		27		76
Share-based compensation	32		23		34		6		29
Total	$	389	$	203	$	407	$	48	$	251


⁽¹⁾	Includes termination benefits, curtailments, and settlements. ~~There were no settlements recognized during the three months ended March 31, 2016.~~ See Note 13—Pension Plans and Other Postretirement Benefits.

The following summarizes the changes in the cash severance-related liability included in accounts payable on the Company’s Consolidated Balance Sheet:


millions	2016			2016
Balance at January 1	$	—		$	—
Accruals	131			146
Payments	(79		)	(126		)
Balance at March 31	$	52
Balance at June 30				$	20

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

13. Pension Plans and Other Postretirement Benefits

The Company has contributory and non-contributory defined-benefit pension plans, which include both qualified and supplemental plans. The Company also provides certain health care and life insurance benefits for certain retired employees. Retiree health care benefits are funded by contributions from the retiree and, in certain circumstances, contributions from the Company. The Company’s retiree life insurance plan is noncontributory. The following summarizes the Company’s pension and other postretirement benefit cost:


	Pension Benefits						Other Benefits					Pension Benefits						Other Benefits
millions	2016			2015			2016			2015		2016			2015			2016			2015
Three Months Ended March 31
Three Months Ended June 30
Service cost	$	26		$	30		$	1		$	3	$	23		$	29		$	—		$	2
Interest cost	26			25			3			4		23			26			3			4
Expected return on plan assets	(27		)	(27		)	—			—		(24		)	(28		)	—			—
Amortization of net actuarial loss (gain)	8			13			—			—		10			13			—			—
Amortization of net prior service cost (credit)	—			—			(6		)	—		—			—			(6		)	1
Settlement expense												24			—			—			—
Curtailment expense												—			—			3			—
Net periodic benefit cost												$	56		$	40		$	—		$	7

Six Months Ended June 30
Service cost												$	49		$	59		$	1		$	5
Interest cost												49			51			6			8
Expected return on plan assets												(51		)	(55		)	—			—
Amortization of net actuarial loss (gain)												18			26			—			—
Amortization of net prior service cost (credit)												—			—			(12		)	1
Settlement expense												24			—			—			—
Termination benefits expense	44			—			—			—		44			—			—			—
Curtailment expense	8			—			(3		)	—		8			—			—			—
Net periodic benefit cost	$	85		$	41		$	(5	)	$	7	$	141		$	81		$	(5	)	$	14

~~In the first quarter of 2016, the Company initiated a~~The Company’s workforce reduction program ~~that~~ resulted in ~~a remeasurement~~remeasurements of its pension and other postretirement benefit ~~obligations.~~obligations during 2016. The Company recognized curtailment expense for both the curtailment-related increase in the benefit obligation and a proportionate share of prior service cost from other comprehensive income (loss). The Company also recognized termination benefits expense related to benefit enhancements to certain employees affected by the workforce reduction program. In addition, the remeasurementremeasurements resulted in increases in the benefit obligation of ~~$146~~$171 million for the pension benefit plans and ~~$26~~$23 million for the other postretirement benefit plans, with a corresponding decrease in other comprehensive income.

At December 31, 2015, total expected contributions related to unfunded pension plans were $25 million for 2016. The Company expects to contribute an additional $82 million in 2016 and $23 million in 2017 to unfunded pension plans primarily related to the workforce reduction program. See Note 12—Restructuring Charges.

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

14. Stockholders’ Equity

The Company’s basic earnings per share (EPS) is computed based on the average number of shares of common stock outstanding for the period and includes the effect of any participating securities and TEUs as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock options, restricted stock awards, restricted stock units, TEUs, and WES Series A Preferred units, if the inclusion of these items is dilutive.

The following provides a reconciliation between basic and diluted earnings per share attributable to common stockholders:


	Three Months Ended March 31,						Three Months Ended June 30,					Six Months Ended June 30,
millions except per-share amounts	2016			2015			2016			2015		2016			2015
Net income (loss)
Net income (loss) attributable to common stockholders	$	(1,034	)	$	(3,268	)	$	(692	)	$	61	$	(1,726	)	$	(3,207	)
Income (loss) effect of TEUs	(1		)	—			(2		)	—		(3		)	—
Less distributions on participating securities	—			1			—			1		—			2
Basic	$	(1,035	)	$	(3,269	)	$	(694	)	$	60	$	(1,729	)	$	(3,209	)
Income (loss) effect of TEUs							(1		)	—		(1		)	—
Diluted	$	(1,035	)	$	(3,269	)	$	(695	)	$	60	$	(1,730	)	$	(3,209	)
Shares
Average number of common shares outstanding—basic	509			507			510			508		510			507
Dilutive effect of stock options							—			1		—			—
Average number of common shares outstanding—diluted	509			507			510			509		510			507
Excluded due to anti-dilutive effect	10			11			11			6		10			11
Net income (loss) per common share
Basic	$	(2.03	)	$	(6.45	)	$	(1.36	)	$	0.12	$	(3.39	)	$	(6.32	)
Diluted	$	(2.03	)	$	(6.45	)	$	(1.36	)	$	0.12	$	(3.39	)	$	(6.32	)

15. Accumulated Other Comprehensive Income (Loss)

The following summarizes the after-tax changes in the balances of accumulated other comprehensive income (loss):



millions	Interest-rate Derivatives Previously Subject to Hedge Accounting			Pension and Other Postretirement Plans			Total
Balance at December 31, 2015	$	(42	)	$	(341	)	$	(383	)
Other comprehensive income (loss), before reclassifications	—			(120		)	(120		)
Reclassifications to Consolidated Statement of Income	3			13			16
Balance at June 30, 2016	$	(39	)	$	(448	)	$	(487	)

Table of Contents

ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~15. Accumulated Other Comprehensive Income (Loss)~~

~~The following summarizes the after-tax changes in the balances of accumulated other comprehensive income (loss):~~

millions
Interest-rate
Derivatives
Previously
Subject to Hedge
Accounting

Pension and Other Postretirement
Plans
Total
Balance at December 31, 2015 $ (42 ) $ (341 ) $ (383 )
Other comprehensive income (loss), before reclassifications —
(105 ) (105 )
Reclassifications to Consolidated Statement of Income 2
(5 ) (3 )
Balance at March 31, 2016 $ (40 ) $ (451 ) $ (491 )

16. Noncontrolling Interests

WGP, a publicly traded consolidated subsidiary, is a limited partnership formed by Anadarko to own partnership interests in WES. At March 31, 2016, Anadarko’s ownership interest in WGP consisted of an 87.3% limited partner interest and the entire non-economic general partner interest. The remaining 12.7% limited partner interest in WGP was owned by the public.

WES, a publicly traded consolidated subsidiary, is a limited partnership formed by Anadarko to acquire, own, develop, and operate midstream assets. During the ~~three months ended March 31,~~first quarter of 2016, WES issued 14 million Series A Preferred units to private investors ~~and raised~~for net proceeds of $440 million, and issued 1.3 million common units to the Company. Proceeds from these issuances were used to acquire interests in Springfield Pipeline LLC from the Company. ~~In April~~During the second quarter of 2016, WES issued an additional eight million Series A Preferred units to private investors, pursuant to the full exercise of an option granted in connection with the initial issuance, and raised net proceeds of ~~$248~~$247 million.

Class C units issued to Anadarko will receive quarterly distributions in the form of additional Class C units until the end of 2017, unless WES elects to convert the units to common units earlier or Anadarko elects to extend the conversion date. WES distributed ~~324~~534 thousand Class C units to Anadarko during the ~~three~~six months ended ~~March 31,~~June 30, 2016, and 498 thousand Class C units to Anadarko during 2015. During 2015, WES issued approximately 874 thousand common units to the public ~~and raised~~for net proceeds of $57 million.

WGP, a publicly traded consolidated subsidiary, is a limited partnership formed by Anadarko to own partnership interests in WES. During the three months ended June 30, 2016, Anadarko sold 12.5 million of its WGP common units to the public for net proceeds of $476 million.At ~~March 31,~~June 30, 2016, Anadarko’s ownership interest in WGP consisted of an 81.6% limited partner interest and the entire non-economic general partner interest. The remaining 18.4% limited partner interest in WGP was owned by the public.

At June 30, 2016, WGP’s ownership interest in WES consisted of a ~~31.5%~~30.0% limited partner interest, the entire ~~1.6%~~1.5% general partner interest, and all of the WES incentive distribution rights. At ~~March 31,~~June 30, 2016, Anadarko also owned an ~~8.7%~~8.4% limited partner interest in WES through other subsidiaries’ ownership of common and Class C units. The remaining ~~58.2%~~60.1% limited partner interest in WES was owned by the public.

~~Table of Contents~~

A~~NADARKO PETROLEUM CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

17. Variable Interest Entities

Consolidated VIEs The Company determined that the partners in WGP and WES with equity at risk lack the power, through voting rights or similar rights, to direct the activities that most significantly impact WGP’s and WES’s economic performance; therefore, WGP and WES are considered VIEs. Anadarko, through its ownership of the general partner interest in WGP, has the power to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to WGP and WES, therefore Anadarko is considered the primary beneficiary and consolidates WGP and WES. See Note 16—Noncontrolling Interests for additional information on WGP and WES.

Assets and Liabilities of VIEs The assets of WGP and WES cannot be used by Anadarko for general corporate purposes and are both included in and disclosed parenthetically on the Company’s Consolidated Balance Sheets. The carrying amounts of liabilities related to WGP and WES for which the creditors do not have recourse to other assets of the Company are both included in and disclosed parenthetically on the Company’s Consolidated Balance Sheets.

All outstanding debt for WES at ~~March 31,~~June 30, 2016, and December 31, 2015, including any borrowings under the WES RCF, is recourse to WES’s general partner, which in turn has been indemnified in certain circumstances by certain wholly owned subsidiaries of the Company for such liabilities. All outstanding debt for WGP at ~~March 31,~~June 30, 2016, and December 31, 2015, including any borrowings under the WGP RCF, is recourse to WGP’s general partner, which is a wholly owned subsidiary of the Company. See Note 8—Debt and Interest Expense for additional information on WGP and WES long-term debt balances.

VIE Financing WGP’s sources of liquidity include borrowings under its RCF and distributions from WES. WES’s sources of liquidity include cash and cash equivalents, cash flows generated from operations, interest income from a note receivable from Anadarko as discussed below, borrowings under its RCF, the issuance of additional partnership units, or debt offerings. See Note 8—Debt and Interest Expense and Note 16—Noncontrolling Interests for additional information on WGP and WES financing activity.

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ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

17. Variable Interest Entities (Continued)

Financial Support Provided to VIEs Concurrent with the closing of its May 2008 initial public offering, WES loaned the Company $260 million in exchange for a 30-year note bearing interest at a fixed annual rate of 6.50%, payable quarterly. The related interest income for WES was $4 million for each of the three months ended ~~March 31,~~June 30, 2016 and 2015, and $8 million for each of the six months ended June 30, 2016 and 2015. The note receivable and related interest income isare eliminated in consolidation.

In March 2015, WES acquired the Company’s interest in Delaware Basin JV Gathering LLC. The acquisition was financed using a deferred purchase price obligation which requires a cash payment from WES to the Company due on March 31, 2020. The net present value of this obligation was ~~$193~~$29 million at ~~March 31,~~June 30, 2016, and $189 million at December 31, 2015.

In order to reduce WES’s exposure to a majority of the commodity-price risk inherent in certain of their contracts, Anadarko has commodity price swap agreements in place with WES expiring in 2016. WES has recorded a capital contribution from Anadarko in its Consolidated Statement of Equity and Partners’ Capital for the amount by which the swap price exceeds the applicable market price. WES recorded a $4$16 million capital contribution from Anadarko for the ~~three~~six months ended ~~March 31,~~June 30, 2016, and a capital contribution of zero for the ~~three~~six months ended ~~March 31,~~June 30, 2015.

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A~~NADARKO PETROLEUM CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

18. Supplemental Cash Flow Information

The following summarizes cash paid (received) for interest and income taxes, as well as non-cash investing and financing activities:


	Three Months Ended March 31,						Six Months Ended June 30,
millions	2016			2015			2016			2015
Cash paid (received)
Interest, net of amounts capitalized⁽¹⁾	$	299		$	1,532		$	427		$	1,621
Income taxes, net of refunds(2)	(8		)	(5		)	(883		)	6
Non-cash investing activities
Fair value of properties and equipment from non-cash transactions	$	—		$	54		$	3		$	126
Asset retirement cost additions	27			63			49			90
Accruals of property, plant, and equipment	623			1,080			505			901
Net liabilities assumed (divested) in acquisitions and divestitures	—			19			(36		)	(29		)
Non-cash investing and financing activities
Floating production, storage, and offloading vessel construction period obligation	$	2		$	25		$	11		$	43


⁽¹⁾	Includes $1.2 billion of interest related to the Tronox settlement payment in 2015.


⁽²⁾	Includes $881 million from a tax refund related to the income tax benefit associated with the Company’s 2015 tax net operating loss carryback.

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A~~NADARKO PETROLEUM CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

19. Segment Information

Anadarko’s business segments are separately managed due to distinct operational differences and unique technology, distribution, and marketing requirements. The Company’s three reporting segments are oil and gas exploration and production, midstream, and marketing. The oil and gas exploration and production segment explores for and produces oil, condensate, natural gas, and NGLs and plans for the development and operation of the Company’s LNG project in Mozambique. The midstream segment engages in gathering, processing, treating, and transporting Anadarko and third-party oil, condensate, natural-gas, and NGLs production. The midstream reporting segment consists of two operating segments, WES and other midstream, which are aggregated into one reporting segment due to similar financial and operating characteristics. The marketing segment sells much of Anadarko’s oil, condensate, natural-gas, and NGLs production as well as third-party purchased volumes.

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ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

19. Segment Information (Continued)

To assess the performance of Anadarko’s operating segments, the chief operating decision maker analyzes Adjusted EBITDAX. The Company defines Adjusted EBITDAX as income (loss) before income taxes; gains (losses) on divestitures, net; exploration expense; depreciation, depletion, and amortization (DD&A); impairments; interest expense; total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives; and certain items not related to the Company’s normal operations, less net income (loss) attributable to noncontrolling interests. During the periods presented, items not related to the Company’s normal operations included restructuring charges related to the workforce reduction program included in general and administrative expenses, ~~other operating expenses such as~~ Deepwater Horizon settlement and related costs included in other operating expenses, loss on early extinguishment of debt, Tronox-related contingent loss, and certain other nonoperating items included in other (income) expense, net. The Company’s definition of Adjusted EBITDAX excludes gains (losses) on divestitures, net and exploration expense as they are not indicators of operating efficiency for a given reporting period. However, exploration expense is monitored by management as part of costs incurred in exploration and development activities. Similarly, DD&A and impairments are excluded from Adjusted EBITDAX as a measure of segment operating performance because capital expenditures are evaluated at the time capital costs are incurred. Adjusted EBITDAX also excludes interest expense to allow for assessment of segment operating results without regard to Anadarko’s financing methods or capital structure. Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives are excluded from Adjusted EBITDAX because these (gains) losses are not considered a measure of asset operating performance. Finally, net income (loss) attributable to noncontrolling interests is excluded from the Company’s measure of Adjusted EBITDAX because it represents earnings that are not attributable to the Company’s common stockholders.

Management believes that the presentation of Adjusted EBITDAX provides information useful in assessing the Company’s financial condition and results of operations and that Adjusted EBITDAX is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions to stockholders. Adjusted EBITDAX as defined by Anadarko may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with net income (loss) attributable to common stockholders and other performance measures, such as operating income or cash flows from operating activities. Below is a reconciliation of consolidated Adjusted EBITDAX to income (loss) before income taxes:


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions	2016			2015			2016			2015			2016			2015
Income (loss) before income taxes	$	(1,381	)	$	(4,628	)	$	(925	)	$	185		$	(2,306	)	$	(4,443	)
(Gains) losses on divestitures, net	(2		)	334			104			91			102			425
Exploration expense	126			1,083			76			103			202			1,186
DD&A	1,149			1,256			984			1,214			2,133			2,470
Impairments	16			2,783			18			30			34			2,813
Interest expense	220			216			217			201			437			417
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives	404			243			371			(229		)	775			14
Restructuring charges	203			—			48			—			251			—
Other operating expense	1			4			—			—			1			4
Loss on early extinguishment of debt							124			—			124			—
Tronox-related contingent loss	—			5			—			—			—			5
Certain other nonoperating items	—			22			(56		)	—			(56		)	22
Less net income (loss) attributable to noncontrolling interests	36			32			81			47			117			79
Consolidated Adjusted EBITDAX	$	700		$	1,286		$	880		$	1,548		$	1,580		$	2,834

2726

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ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

19. Segment Information (Continued)

Information presented below as “Other and Intersegment Eliminations” includes corporate costs, results from hard-minerals royalties, and net cash from settlement of commodity derivatives. The following summarizes selected financial information for Anadarko’s reporting segments:


millions	Oil and Gas Exploration & Production		Midstream		Marketing			Other and Intersegment Eliminations			Total			Oil and Gas Exploration & Production		Midstream		Marketing			Other and Intersegment Eliminations			Total
Three Months Ended March 31, 2016
Three Months Ended June 30, 2016
Sales revenues	$	711	$	125	$	798		$	—		$	1,634		$	1,033	$	141	$	811		$	—		$	1,985
Intersegment revenues	601		302		(663		)	(240		)	—			567		340		(676		)	(231		)	—
Other	—		—		—			38			38			—		—		—			34			34
Total revenues and other ⁽¹⁾	1,312		427		135			(202		)	1,672			1,600		481		135			(197		)	2,019
Operating costs and expenses ⁽²⁾	773		183		176			(89		)	1,043			790		219		177			(65		)	1,121
Net cash from settlement of commodity derivatives	—		—		—			(103		)	(103		)	—		—		—			(60		)	(60		)
Other (income) expense, net(3)	—		—		—			—			—			—		—		—			1			1
Net income (loss) attributable to noncontrolling interests	—		36		—			—			36			—		81		—			—			81
Total expenses and other	773		219		176			(192		)	976			790		300		177			(124		)	1,143
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement	—		—		4			—			4			—		—		4			—			4
Adjusted EBITDAX	$	539	$	208	$	(37	)	$	(10	)	$	700		$	810	$	181	$	(38	)	$	(73	)	$	880

Three Months Ended March 31, 2015
Three Months Ended June 30, 2015
Sales revenues	$	1,070	$	174	$	1,341		$	—		$	2,585		$	1,356	$	191	$	1,090		$	—		$	2,637
Intersegment revenues	1,117		302		(1,191		)	(228		)	—			885		303		(954		)	(234		)	—
Other	—		—		—			70			70			—		—		—			90			90
Total revenues and other ⁽¹⁾	2,187		476		150			(158		)	2,655			2,241		494		136			(144		)	2,727
Operating costs and expenses ⁽²⁾	1,002		240		198			(37		)	1,403			832		234		192			(59		)	1,199
Net cash from settlement of commodity derivatives	—		—		—			(90		)	(90		)	—		—		—			(82		)	(82		)
Other (income) expense, net ⁽³⁾	—		—		—			25			25			—		—		—			15			15
Net income (loss) attributable to noncontrolling interests	—		32		—			—			32			—		47		—			—			47
Total expenses and other	1,002		272		198			(102		)	1,370			832		281		192			(126		)	1,179
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement	—		—		1			—			1
Adjusted EBITDAX	$	1,185	$	204	$	(47	)	$	(56	)	$	1,286		$	1,409	$	213	$	(56	)	$	(18	)	$	1,548

__________________________________________________________________


⁽¹⁾	Total revenues and other excludes gains (losses) on divestitures, net since these gains and losses are excluded from Adjusted EBITDAX.


⁽²⁾	Operating costs and expenses excludes exploration expense, DD&A, impairments, restructuring charges, and other operating expense since these expenses are excluded from Adjusted EBITDAX.


⁽³⁾	Other (income) expense, net excludes certain other nonoperating items since these items are excluded from Adjusted EBITDAX.

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ANADARKO PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

19. Segment Information (Continued)



millions	Oil and Gas Exploration & Production		Midstream		Marketing			Other and Intersegment Eliminations			Total
Six Months Ended June 30, 2016
Sales revenues	$	1,744	$	266	$	1,609		$	—		$	3,619
Intersegment revenues	1,168		642		(1,339		)	(471		)	—
Other	—		—		—			72			72
Total revenues and other ⁽¹⁾	2,912		908		270			(399		)	3,691
Operating costs and expenses ⁽²⁾	1,563		402		353			(154		)	2,164
Net cash from settlement of commodity derivatives	—		—		—			(163		)	(163		)
Other (income) expense, net ⁽³⁾	—		—		—			1			1
Net income (loss) attributable to noncontrolling interests	—		117		—			—			117
Total expenses and other	1,563		519		353			(316		)	2,119
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement	—		—		8			—			8
Adjusted EBITDAX	$	1,349	$	389	$	(75	)	$	(83	)	$	1,580

Six Months Ended June 30, 2015
Sales revenues	$	2,426	$	365	$	2,431		$	—		$	5,222
Intersegment revenues	2,002		605		(2,145		)	(462		)	—
Other	—		—		—			160			160
Total revenues and other ⁽¹⁾	4,428		970		286			(302		)	5,382
Operating costs and expenses ⁽²⁾	1,834		474		390			(96		)	2,602
Net cash from settlement of commodity derivatives	—		—		—			(172		)	(172		)
Other (income) expense, net ⁽³⁾	—		—		—			40			40
Net income (loss) attributable to noncontrolling interests	—		79		—			—			79
Total expenses and other	1,834		553		390			(228		)	2,549
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement	—		—		1			—			1
Adjusted EBITDAX	$	2,594	$	417	$	(103	)	$	(74	)	$	2,834

__________________________________________________________________


⁽¹⁾	Total revenues and other excludes gains (losses) on divestitures, net since these gains and losses are excluded from Adjusted EBITDAX.


⁽²⁾	Operating costs and expenses excludes exploration expense, DD&A, impairments, restructuring charges, and other operating expense since these expenses are excluded from Adjusted EBITDAX.


⁽³⁾	Other (income) expense, net excludes certain other nonoperating items since these items are excluded from Adjusted EBITDAX.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Unless the context otherwise requires, the terms “Anadarko” and “Company” refer to Anadarko Petroleum Corporation and its consolidated subsidiaries. The Company has made in this Form 10-Q, and may from time to time make in other public filings, press releases, and management discussions, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning the Company’s operations, economic performance, and financial condition. These forward-looking statements include, among other things, information concerning future production and reserves, schedules, plans, timing of development, contributions from oil and gas properties, marketing and midstream activities, and also include those statements preceded by, followed by, or that otherwise include the words “may,” “could,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” “would,” “will,” “potential,” “continue,” “forecast,” “future,” “likely,” “outlook,” 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. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will be realized. Anadarko undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

These forward-looking statements involve risk and uncertainties. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the following risks and uncertainties:

the Company’s assumptions about energy markets

production and sales volume levels

levels of oil, natural-gas, and natural-gas liquids (NGLs) reserves

operating results

competitive conditions

technology

availability of capital resources, levels of capital expenditures, and other contractual obligations

supply and demand for, the price of, and the commercialization and transporting of oil, natural gas, NGLs, and other products or services

volatility in the commodity-futures market

weather

inflation

availability of goods and services, including unexpected changes in costs

drilling risks

processing volumes and pipeline throughput

general economic conditions, nationally, internationally, or in the jurisdictions in which the Company is, or in the future may be, doing business

the Company’s inability to timely obtain or maintain permits or other governmental approvals, including those necessary for drilling and/or development projects

legislative or regulatory changes, including changes relating to hydraulic fracturing; retroactive royalty or production tax regimes; deepwater drilling and permitting regulations; derivatives reform; changes in state, federal, and foreign income taxes; environmental regulation; environmental risks; and liability under federal, state, foreign, and local environmental laws and regulations

civil or political unrest or acts of terrorism in a region or country

the creditworthiness and performance of the Company’s counterparties, including financial institutions, operating partners, and other parties

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volatility in the securities, capital, or credit markets and related risks such as general credit, liquidity, and interest-rate risk

the Company’s ability to successfully monetize select assets, repay or refinance its debt, and the impact of changes in the Company’s credit ratings

disruptions in international oil, NGLs, and condensate cargo shipping activities

physical, digital, internal, and external security breaches

supply and demand, technological, political, governmental, and commercial conditions associated with long-term development and production projects in domestic and international locations

other factors discussed below and elsewhere in “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, this Form 10-Q, and in the Company’s other public filings, press releases, and discussions with Company management

The following discussion should be read together with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included in this Form 10-Q in Part I, Item 1; the information set forth in the Risk Factors under Part II, Item 1A; the Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015; and the information set forth in the Risk Factors under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

OUTLOOK

During 2015, the oil and natural-gas industry experienced a significant decrease in commodity prices driven by a global supply/demand imbalance for oil and an oversupply of natural gas in the United States. ~~The decline in~~Low commodity prices ~~has~~have continued into 2016 and ~~low commodity prices~~ may exist for an extended period. The Company’s revenues, operating results, cash flows from operations, capital spending, and future growth rates are highly dependent on the global commodity-price markets, which affect the value the Company receives from its sales of oil, natural gas, and NGLs.

The Company has continued its disciplined and focused approach in 2016 by emphasizing value over growth, preserving and building value through capital allocation, enhancing operational efficiencies, and continuing an active monetization program. ~~Further, in~~In the first quarter of 2016, the Company initiated a workforce reduction program to align the size and composition of Anadarko’s workforce with the Company’s expected future operating and capital plans. Employee notifications related to the workforce reduction program were ~~substantially complete~~completed by ~~March 31, 2016, and all~~June 30, 2016. All of the ~~$389~~$407 million of expected restructuring charges will be recognized in 2016, with the exception of approximately $10 million of expense for retirement benefits expected to be recognized in the first quarter of 2017.

The Company estimates a 2016 capital spending range of $3.1 billion to $3.3 billion, including approximately $450 million to $490 million for Western Gas Partners, LP (WES), a publicly traded consolidated subsidiary, excluding any acquisitions made by WES. The Company has currently allocated approximately 65% of its 2016 capital spending budget to development activities, 15% to exploration activities, and 20% to gathering and processing activities and other business activities. The Company currently expects its 2016 capital spending by area to be approximately 40% for the U.S. onshore region and Alaska, 20% for the Gulf of Mexico, 20% for Midstream and other (including WES), and 20% for International.

The Company will continue to evaluate the oil and natural-gas price environments and may adjust its capital spending plans to maintain the appropriate liquidity and financial flexibility. Anadarko expects that its 2016 capital expenditures will be within its cash flows from operations and asset monetizations. As of ~~the time of filing this Form 10-Q,~~June 30, 2016, the Company closed monetizations totaling ~~$1.3~~$2.5 billion in ~~2016.~~2016, including asset divestitures, the sale of Anadarko’s interest in Springfield Pipeline LLC to WES, the sale of 12.5 million of the Company’s common units in Western Gas Equity Partners, LP (WGP) to the public, and the Company’s conveyance of a limited-term nonparticipating royalty interest in certain of its coal and trona leases to a third party. These monetizations continue Anadarko’s track record of actively managing its portfolio and reaffirm the Company’s commitment toward strengthening its balance sheet.

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Liquidity As of ~~March 31,~~June 30, 2016, Anadarko had ~~$2.9~~$1.4 billion of cash on hand plus $5.0 billion of borrowing capacity under its revolving credit facilities.

The Company used proceeds from its $3.0 billion March 2016 Senior Notes issuances to purchase and retire $1.25 billion of its $2.0 billion 6.375% Senior Notes due September 2017 in April 2016 pursuant to a tender offer and to redeem the $1.750 billion 5.950% Senior Notes due September 2016 in May 2016.

Anadarko believes that its cash on hand, anticipated operating cash flows, and proceeds from expected future asset monetizations will be sufficient to fund the Company’s projected 2016 operational and capital programs. In response to the current commodity price environment, the Board of Directors (Board) decreased the quarterly dividend from $0.27 per share to $0.05 per share in February 2016. On an annualized basis, the dividend decrease and the workforce reduction program (without consideration for restructuring charges) are expected to have the effect of providing approximately $800 million of available cash to enhance the Company’s operations and financial flexibility. ~~In April~~During the second quarter of 2016, the Company used proceeds from its $3.0 billion March 2016 Senior Notes issuances to purchase and retire $1.250 billion of its $2.0 billion 6.375% Senior Notes due September 2017 pursuant to a tender offer and to redeem its $1.750 billion 5.950% Senior Notes due September 2016. Also during the second quarter of 2016, Anadarko received cash of $881 million from a tax refund related to the income tax benefit associated with the Company’s 2015 tax net operating loss ~~carryback.~~carryback and sold 12.5 million of its common units in WGP to the public for net proceeds of $476 million. Further, Anadarko enters into strategic derivative positions to reduce commodity-price risk and increase the predictability of cash flows. At ~~March 31,~~June 30, 2016, derivative positions covered ~~27%~~26% of Anadarko’s anticipated oil sales volumes 3%and 1% of its anticipated ~~NGLs~~natural-gas sales volumes for 2016, 41% of its anticipated natural-gas sales volumes and 2% of its anticipated NGLs sales volumes for 2017, and 14% of anticipated natural-gas sales volumes for ~~2016.~~2018. These instruments had a fair value of ~~$200~~$45 million as of ~~March 31,~~June 30, 2016. See Note 6—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. Anadarko believes that the actions taken to enhance the Company’s liquidity position coupled with its asset portfolio and operating and financial performance provide the necessary financial flexibility to fund the Company’s current and long-term operations.

Potential for Future Impairments During 2015, the Company recognized significant impairments of proved oil and gas and midstream properties and impairments of unproved oil and gas properties, primarily as a result of lower forecasted commodity prices and related changes to the Company’s drilling plans. While commodity prices continued to decline during the first quarter of 2016, theThe Company did not recognize any material ~~impairments. At March 31,~~impairments during the six months ended June 30, 2016, the Company’s estimate of undiscounted future cash flows attributable to a certain depletion group with a net book value of approximately $2.1 billion indicated that the carrying amount was expected to be recovered; however, this depletion group may be at risk for impairment if the estimates of future cash flows decline. The Company estimates that, if this depletion group becomes impaired in a future period, the Company could recognize non-cash impairments in that period in excess of $1.0 billion. Italthough it is ~~also~~ reasonably possible that prolonged low or further declines in commodity prices, changes to the Company’s drilling plans in response to lower prices, or increases in drilling or operating costs could result in ~~additional~~future property impairments.

Anadarko had approximately $5.4 billion of goodwill at March 31, 2016, allocated to the following reporting units: $4.9 billion to oil and gas exploration and production, $414 million to WES gathering and processing, $5 million to WES transportation, and $33 million to other gathering and processing. Goodwill is tested annually in October (or more frequently as circumstances dictate). Although commodity prices have continued to decline in 2016, as of March 31, 2016, the estimated fair value of the oil and gas reporting unit exceeded the carrying value by more than 15% and the other reporting units were not at risk of impairment. However, it is reasonably possible that prolonged low or further declines in commodity prices, decreases in proved reserves, changes in exploration or development plans, significant property impairments, increases in operating or drilling costs, significant changes in regulations, or other negative changes to the economic environment in which Anadarko operates could result in a further reduction in the fair value of the reporting units and increase the potential for a future impairment of goodwill.

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OVERVIEW

Anadarko is among the world’s largest independent exploration and production companies. Anadarko is engaged in the exploration, development, production, and marketing of oil, condensate, natural gas, and NGLs, and in the marketing of anticipated production of liquefied natural gas. The Company also engages in the gathering, processing, treating, and transporting of oil, condensate, natural gas, and NGLs. The Company has exploration and production activities in various countries around the world, including activities in the United States, Algeria, Ghana, Mozambique, Colombia, Côte d’Ivoire, New Zealand, Kenya, and other countries.

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Significant operating and financial activities for the ~~first~~second quarter of 2016 include the following:

Overall

Anadarko’s ~~first-quarter~~second-quarter sales volumes averaged ~~827~~792 thousand barrels of oil equivalent per day (MBOE/d), representing ~~an 11%~~a 6% decrease from the ~~first~~second quarter of 2015, primarily due to a decrease in natural-gas and oil and condensate sales volumes.

The ~~Company’s overall sales-volume product mix increased to 53% liquids~~Company recognized workforce reduction program expenses of $48 million in the ~~first~~second quarter for a total of ~~2016 compared~~$251 million for the six months ended June 30, 2016. Total program expenses are expected to ~~51% in the first quarter of 2015.~~be $407 million.

The Company ~~initiated a workforce reduction program~~closed $2.5 billion of monetizations year to date, including proceeds received during the quarter from asset divestitures and ~~recognized related expenses of $203 million in the first quarter of 2016, with total program expenses expected to be $389 million.~~

~~As of the time of filing this Form 10-Q, the Company closed monetizations totaling $1.3 billion, including~~ the sale of ~~Anadarko’s interest in Springfield Pipeline LLC to WES and~~a portion of the Company’s ~~conveyance of a limited-term nonparticipating royalty interest in certain of its coal and trona leases~~WGP common units to ~~a third party.~~the public.

U.S. Onshore

~~First-quarter~~Second-quarter liquids sales volumes ~~decreased by 33 MBbls/d,~~averaged 291 thousand barrels per day (MBbls/d), representing ~~an 11%~~a 5% decrease from the ~~first~~second quarter of 2015, primarily due to a natural production decline in the ~~April 2015 sale of certain EOR assets.~~Eagleford shale and reduced capital activity in the Wattenberg field.

~~First-quarter~~Second-quarter natural-gas sales volumes ~~decreased by 50~~averaged 353 MBOE/d, representing a ~~12%~~6% decrease from the ~~first~~second quarter of 2015, primarily due to the September 2015 sale of certain coalbed methane properties in the Rockies, the July 2015 sale of certain U.S. onshore properties ~~and related midstream assets~~ in East Texas, and natural production declines at Greater Natural ~~Buttes~~Buttes. These decreases were partially offset by improved well performance in the Wattenberg field and the ~~Marcellus shale.~~injection of volumes into storage in 2015.

Gulf of Mexico

~~First-quarter~~Second-quarter sales volumes averaged 7974 MBOE/d, representing ~~a 12%~~an 11% decrease from the ~~first~~second quarter of 2015, primarily due to a decrease in natural-gas sales volumes ~~due to~~as a ~~decline~~result of the last producing well going off line at Independence Hub (IHUB) ~~as the last producing well went off line~~ in December 2015. ~~Oil sales volumes increased 26% due to~~

The Shenandoah-5 appraisal well (33% working interest) encountered more than 1,040 net feet of oil pay, extending the ~~Lucius development, which achieved first oil in~~eastern limits of the ~~first quarter of 2015; the Heidelberg development, which achieved first oil in January 2016; and contributions from the Company’s tieback program.~~

field.

International

~~First-quarter~~Second-quarter sales volumes averaged 8974 MBbls/d, representing ~~a 14%~~an 11% decrease from the ~~first~~second quarter of 2015, primarily in Ghana due to downtime related to a maintenance issue with the ~~timing of cargo liftings in Ghana.~~

~~Table of Contents~~

floating, production, storage, and offloading unit (FPSO) turret bearing.

Financial

Anadarko’s net loss attributable to common stockholders for the ~~first~~second quarter of 2016 totaled ~~$1.0 billion.~~$692 million.

The Company ~~used $137 million~~generated $1.2 billion of cash flow from operations and ended the quarter with ~~$2.9~~$1.4 billion of cash on hand.

In January 2016, Anadarko replaced its previous $2.0 billion 364-day senior unsecured revolving credit facility with a new $2.0 billion 364-day senior unsecured revolving credit facility (364-Day Facility) on identical terms that matures in January 2017.

~~In response to the current commodity-price environment, the Board decreased the quarterly dividend from $0.27 per share to $0.05 per share in February 2016.~~


•	~~Anadarko paid a $159.5 million Clean Water Act (CWA) penalty in the first quarter of 2016. See~~ ~~Note 11—Contingencies—Deepwater Horizon Events~~ ~~in the~~ ~~Notes to Consolidated Financial Statements~~ ~~under Part I, Item 1 of this Form 10-Q.~~

Anadarko completed a public offering of $800 million aggregate principal amount of 4.850% Senior Notes due 2021, $1.1 billion aggregate principal amount of 5.550% Senior Notes due 2026, and $1.1 billion aggregate principal amount of 6.600% Senior Notes due 2046.

Western Gas Equity Partners, LP (WGP), a publicly traded consolidated subsidiary, entered into a three-year $250 million senior secured revolving credit facility maturing in March 2019, which is expandable to $500 million, subject to receiving increased or new commitments from lenders and the satisfaction of certain other conditions.

~~The Company conveyed a limited-term nonparticipating royalty interest in certain of its coal and trona leases to a third party for $413 million, net of transaction costs.~~

~~In March 2016, WES issued 14 million Series A Preferred units to private investors and raised net proceeds of $440 million to partially fund its acquisition of Springfield Pipeline LLC.~~

In April 2016, WES issued an additional eight million Series A Preferred units to private investors, pursuant to the full exercise of an option granted in connection with the initial March 2016 issuance, ~~and raised~~for net proceeds of ~~$248~~$247 million.

The Company used proceeds from its $3.0 billion March 2016 Senior Notes issuances to purchase and retire ~~$1.25~~$1.250 billion of its $2.0 billion 6.375% Senior Notes due September 2017 ~~in April 2016~~ pursuant to a tender offer and to redeem ~~the~~its $1.750 billion 5.950% Senior Notes due September 2016. The Company recognized a loss of $124 million for the early retirement and redemption of these senior notes, which included $114 million of premiums paid.

In July 2016, ~~in May 2016.~~WES completed a public offering of $500 million aggregate principal amount of 4.650% Senior Notes due July 2026.

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FINANCIAL RESULTS


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions except per-share amounts	2016			2015			2016			2015			2016			2015
Oil and condensate, natural-gas, and NGLs sales	$	1,394		$	2,292		$	1,680		$	2,332		$	3,074		$	4,624
Gathering, processing, and marketing sales	240			293			305			305			545			598
Gains (losses) on divestitures and other, net	40			(264		)	(70		)	(1		)	(30		)	(265		)
Revenues and other	1,674			2,321			1,915			2,636			3,589			4,957
Costs and expenses	2,538			6,529			2,247			2,546			4,785			9,075
Other (income) expense	517			420			593			(95		)	1,110			325
Income tax expense (benefit)	(383		)	(1,392		)	(314		)	77			(697		)	(1,315		)
Net income (loss) attributable to common stockholders	$	(1,034	)	$	(3,268	)	$	(692	)	$	61		$	(1,726	)	$	(3,207	)
Net income (loss) per common share attributable to common stockholders—diluted	$	(2.03	)	$	(6.45	)	$	(1.36	)	$	0.12		$	(3.39	)	$	(6.32	)
Average number of common shares outstanding—diluted	509			507			510			509			510			507

The following discussion pertains to Anadarko’s results of operations, financial condition, and changes in financial condition. Any increases or decreases “for the three months ended ~~March 31,~~June 30, 2016,” refer to the comparison of the three months ended ~~March 31,~~June 30, 2016, to the three months ended ~~March 31,~~June 30, 2015, and any increases or decreases “for the six months ended June 30, 2016,” refer to the comparison of the six months ended June 30, 2016, to the six months ended June 30, 2015. The primary factors that affect the Company’s results of operations include commodity prices for oil, natural gas, and NGLs; sales volumes; the cost of finding such reserves; and operating costs.

Revenues and Sales Volumes


	Three Months Ended March 31,												Three Months Ended June 30,
millions except percentages	Oil and Condensate			Natural Gas			NGLs			Total			Oil and Condensate			Natural Gas			NGLs			Total
2015 sales revenues	$	1,419		$	641		$	232		$	2,292		$	1,616		$	487		$	229		$	2,332
Changes associated with sales volumes	(67		)	(96		)	(23		)	(186		)	(114		)	(34		)	(7		)	(155		)
Changes associated with prices	(502		)	(179		)	(31		)	(712		)	(377		)	(133		)	13			(497		)
2016 sales revenues	$	850		$	366		$	178		$	1,394		$	1,125		$	320		$	235		$	1,680
Increase (decrease) vs. 2015	(40		)%	(43		)%	(23		)%	(39		)%	(30		)%	(34		)%	3		%	(28		)%

													Six Months Ended June 30,
millions except percentages													Oil and Condensate			Natural Gas			NGLs			Total
2015 sales revenues													$	3,035		$	1,128		$	461		$	4,624
Changes associated with sales volumes													(178		)	(127		)	(30		)	(335		)
Changes associated with prices													(882		)	(315		)	(18		)	(1,215		)
2016 sales revenues													$	1,975		$	686		$	413		$	3,074
Increase (decrease) vs. 2015													(35		)%	(39		)%	(10		)%	(34		)%

Changes associated with sales volumes for the three and six months ended ~~March 31,~~June 30, 2016, include decreases associated with asset divestitures.

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The following provides Anadarko’s sales volumes for the three and six months ended ~~March 31:~~June 30:


					Three Months Ended June 30,				Six Months Ended June 30,
	2016	Inc (Dec) vs. 2015		2015	2016	Inc (Dec) vs. 2015		2015	2016	Inc (Dec) vs. 2015		2015
Barrels of Oil Equivalent
(MMBOE except percentages)
United States	67	(10	)%	75	65	(6	)%	69	132	(8	)%	144
International	8	(14	)	9	7	(11	)	8	15	(13	)	17
Total barrels of oil equivalent	75	(11	)	84	72	(6	)	77	147	(9	)	161

Barrels of Oil Equivalent per Day
(MBOE/d except percentages)
United States	738	(10	)%	829	718	(6	)%	762	728	(8	)%	796
International	89	(14	)	105	74	(11	)	84	81	(13	)	94
Total barrels of oil equivalent per day	827	(11	)	934	792	(6	)	846	809	(9	)	890

_______________________________________________________________________________

MMBOE—million barrels of oil equivalent

Sales volumes represent actual production volumes adjusted for changes in commodity inventories and natural-gas production volumes provided to satisfy a commitment established in conjunction with the Jubilee development plan in Ghana. Anadarko employs marketing strategies to minimize market-related shut-ins, maximize realized prices, and manage credit-risk exposure. For additional information, see Note 6—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q and Other (Income) Expense—(Gains) Losses on Derivatives, net. Production of oil, natural gas, and NGLs is usually not affected by seasonal swings in demand.

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Oil and Condensate Sales Volumes, Average Prices, and Revenues


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015
United States
Sales volumes—MMBbls	21		(1	)%	22		20		(5	)%	21		41		(3	)%	43
MBbls/d	232		(1	)	237		227		(5	)	240		229		(3	)	238
Price per barrel	$	28.04	(37	)	$	44.19	$	40.25	(26	)	$	54.14	$	34.07	(31	)	$	49.23
International
Sales volumes—MMBbls	8		(14	)%	8		6		(12	)%	8		14		(13	)%	16
MBbls/d	83		(14	)	98		69		(12	)	78		76		(13	)	88
Price per barrel	$	34.11	(37	)	$	54.15	$	46.75	(23	)	$	60.81	$	39.84	(30	)	$	57.12
Total
Sales volumes—MMBbls	29		(5	)%	30		26		(7	)%	29		55		(6	)%	59
MBbls/d	315		(5	)	335		296		(7	)	318		305		(6	)	326
Price per barrel	$	29.65	(37	)	$	47.12	$	41.77	(25	)	$	55.78	$	35.51	(31	)	$	51.37
Oil and condensate sales revenues (millions)	$	850	(40	)	$	1,419	$	1,125	(30	)	$	1,616	$	1,975	(35	)	$	3,035

_______________________________________________________________________________

MMBbls—million barrels

Anadarko’s oil and condensate sales volumes decreased by 2022 MBbls/d for the three months ended ~~March 31,~~June 30, 2016, and 21 MBbls/d for the six months ended June 30, 2016.

Sales volumes in the Rockies decreased by 189 MBbls/d for the three months ended ~~March 31,~~June 30, 2016, and 13 MBbls/d for the six months ended June 30, 2016, primarily due to reduced capital activity in the Wattenberg field. Sales volumes for the six months ended June 30, 2016, also decreased as a result of the April 2015 sale of certain ~~EOR~~enhanced oil recovery (EOR) assets.

International sales volumes decreased by 159 MBbls/d for the three months ended ~~March 31,~~June 30, 2016, and 12 MBbls/d for the six months ended June 30, 2016, primarily in Ghana due to downtime to address new production and offtake procedures resulting from a maintenance issue with the FPSO turret bearing. The partnership has determined a long-term solution to convert the FPSO to a permanently moored facility and is expecting the work program to be complete in the first half of 2017. In the meantime, shuttle tankers continue to successfully conduct offtakes. Sales volumes for the six months ended June 30, 2016, also decreased as a result of the timing of ~~cargo~~ liftings in Ghana.

Sales volumes in the ~~Gulf of Mexico increased~~Southern and Appalachia Region decreased by 126 MBbls/d for the three months ended ~~March 31,~~June 30, 2016, and 4 MBbls/d for the six months ended June 30, 2016, primarily due to a natural production decline in the Eagleford shale, partially offset by higher sales volumes due to continued development in the Delaware basin.

Sales volumes in the Gulf of Mexico were relatively flat for the three months ended June 30, 2016, and increased by 5 MBbls/d for the six months ended June 30, 2016, primarily from the Lucius development, which achieved first oil in the first quarter of 2015.

Anadarko’s average oil price received decreased for the three and six months ended ~~March 31,~~June 30, 2016, primarily due to continued global oversupply and concerns of slowing oil demand ~~growth coupled with continued global oversupply.~~growth.

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Natural-Gas Sales Volumes, Average Prices, and Revenues


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015
United States
Sales volumes—Bcf	210		(15	)%	246		199		(7	)%	215		409		(11	)%	461
MMcf/d	2,303		(15	)	2,738		2,188		(7	)	2,354		2,245		(11	)	2,545
Price per Mcf	$	1.75	(33	)	$	2.60	$	1.61	(29	)	$	2.28	$	1.68	(31	)	$	2.45
Natural-gas sales revenues (millions)	$	366	(43	)	$	641	$	320	(34	)	$	487	$	686	(39	)	$	1,128

_______________________________________________________________________________

Bcf—billion cubic feet

MMcf/d—million cubic feet per day

Mcf—thousand cubic feet

The Company’s natural-gas sales volumes decreased by ~~435~~166 MMcf/d for the three months ended ~~March 31,~~June 30, 2016, and 300 MMcf/d for the six months ended June 30, 2016.

Sales volumes in the Rockies decreased by ~~174~~150 MMcf/d for the three months ended ~~March 31,~~June 30, 2016, and 161 MMcf/d for the six months ended June 30, 2016, primarily due to the September 2015 sale of certain coalbed methane properties and a natural production decline at Greater Natural Buttes, partially offset by higher 2016 sales volumes in the Wattenberg field as a result of improved well ~~optimization.~~performance.

Sales volumes in the Gulf of Mexico decreased by ~~136~~40 MMcf/d for the three months ended ~~March 31,~~June 30, 2016, and 89 MMcf/d for the six months ended June 30, 2016, primarily ~~due to~~as a ~~decline at IHUB as~~result of the last producing well ~~went~~going off line at IHUB in December 2015.

Sales volumes in the Southern and Appalachia Region ~~decreased~~increased by ~~125~~24 MMcf/d for the three months ended ~~March 31,~~June 30, 2016, primarily due to the injection of volumes into storage in 2015, third-party infrastructure downtime in the Marcellus shale in 2015, and continued development in the Delaware basin. The increase for the three months ended June 30, 2016, was partially offset by decreased sales volumes in 2016 as a result of the July 2015 sale of certain U.S. onshore properties ~~and related midstream assets~~ in East Texas and a natural production ~~declines~~decline in the ~~Marcellus~~Eagleford shale. Sales volumes for the six months ended June 30, 2016, decreased by 50 MMcf/d, primarily due to the decreases discussed above, partially offset by higher 2016 sales volumes in the Delaware basin due to continued development.

The average natural-gas price Anadarko received decreased for the three and six months ended ~~March 31,~~June 30, 2016, primarily due to lower weather-driven residential and commercial demand, ~~as well as continued production growth in the northeast United States.~~

~~Table of Contents~~

which have contributed to sustained high gas storage levels.

Natural-Gas Liquids Sales Volumes, Average Prices, and Revenues


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015
United States
Sales volumes—MMBbls	11		(10	)%	12
MBbls/d	122		(10	)	136
Price per barrel	$	14.98	(13	)	$	17.29
International
Sales volumes—MMBbls	—		(14	)%	1
MBbls/d	6		(14	)	7
Price per barrel	$	22.78	(30	)	$	32.75
Total
Sales volumes—MMBbls	11		(10	)%	13		13		(3	)%	12		24		(7	)%	25
MBbls/d	128		(10	)	143		131		(3	)	136		130		(7	)	140
Price per barrel	$	15.32	(15	)	$	18.00	$	19.60	6		$	18.50	$	17.49	(4	)	$	18.24
Natural-gas liquids sales revenues (millions)	$	178	(23	)	$	232	$	235	3		$	229	$	413	(10	)	$	461

NGLs sales represent revenues from the sale of product derived from the processing of Anadarko’s natural-gas production. The Company’s NGLs sales volumes decreased by 155 MBbls/d for the three months ended ~~March 31,~~June 30, 2016, and by 10 MBbls/d for the six months ended June 30, 2016, primarily due to increased ethane rejection in ~~2016 and higher sales volumes~~the United States in ~~2015 associated with sales from storage.~~2016

Anadarko’s average NGLs price received decreased for the three months ended March 31, 2016, primarily due to decreased propane prices as a result of lower seasonal demand and a related decline in oil prices.

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Gathering, Processing, and Marketing


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions except percentages	2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015
Gathering, processing, and marketing sales	$	240	(18	)%	$	293	$	305	—	%	$	305	$	545	(9	)%	$	598
Gathering, processing, and marketing expense	215		(15	)	254		252		(1	)	255		467		(8	)	509
Total gathering, processing, and marketing, net	$	25	(36	)	$	39	$	53	6		$	50	$	78	(12	)	$	89

Gathering and processing sales includes revenue from the sale of NGLs and remaining residue gas extracted from natural gas purchased from third parties and processed by Anadarko as well as fee revenue earned by providing gathering, processing, compression, and treating services to third parties. Marketing sales include the margin earned from purchasing and selling third-party oil and natural gas. Gathering, processing, and marketing expense includes the cost of third-party natural gas purchased and processed by Anadarko as well as other operating and transportation expenses related to the Company’s costs to perform gathering, processing, and marketing activities.

Gathering, processing, and marketing, net ~~decreased by $14 million~~was relatively flat for the three months ended ~~March 31,~~June 30, 2016, and decreased by $11 million for the six months ended June 30, 2016, primarily due to ~~lower gathering revenues as a result of~~plant downtime in 2016 and the 2015 ~~divestiture~~divestitures of certain ~~coalbed methane~~ midstream assets, partially offset by higher marketing margins.

Gains (Losses) on Divestitures and Other, net


	Three Months Ended March 31,							Three Months Ended June 30,								Six Months Ended June 30,
millions except percentages	2016		Inc (Dec) vs. 2015		2015			2016			Inc (Dec) vs. 2015		2015			2016			Inc (Dec) vs. 2015		2015
Gains (losses) on divestitures	$	2	101	%	$	(334	)	$	(104	)	(14	)%	$	(91	)	$	(102	)	76	%	$	(425	)
Other	38		(46	)	70			34			(62	)	90			72			(55	)	160
Total gains (losses) on divestitures and other, net	$	40	115		$	(264	)	$	(70	)	NM		$	(1	)	$	(30	)	89		$	(265	)

_______________________________________________________________________________

NM—not meaningful

~~For the three months ended March 31, 2016,~~Gains (losses) on divestitures and other, net includes gains (losses) on divestitures and other operating revenues, including hard-minerals royalties, earnings from equity investments, and other revenues.

2016

The Company recognized a loss of $53 million associated with the June divestiture of certain U.S. onshore assets in the Rockies for net ~~increased by $304~~proceeds of $593 million.

The Company recognized a loss of ~~$340~~$50 million ~~during the three months ended March 31, 2015,~~on assets held for sale associated with the divestiture of certain U.S. onshore assets that is expected to close in the third quarter of 2016.

2015

The Company recognized losses of $340 million associated with the April divestiture of certain EOR assets in the Rockies, ~~which closed in April 2015~~ with a sales price of $703 million, for net proceeds of $675 million.

The Company recognized a loss of $97 million ~~after closing adjustments.~~associated with the July divestiture of certain oil and gas properties and related midstream assets in East Texas, with a sales price of $440 million, for net proceeds of $425 million.

The Company recognized income of ~~$54~~$63 million during the three months ended ~~March 31,~~June 30, 2015, and $117 million during the six months ended June 30, 2015, related to the settlement of a royalty lawsuit associated with a property in the Gulf of Mexico.

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Costs and Expenses


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015
Oil and gas operating (millions)	$	208	(30	)%	$	296	$	202	(11	)%	$	226	$	410	(21	)%	$	522
Oil and gas operating—per BOE	2.77		(21	)	3.52		2.80		(4	)	2.93		2.78		(14	)	3.24
Oil and gas transportation (millions)	242		(21	)	305		246		(13	)	283		488		(17	)	588
Oil and gas transportation—per BOE	3.22		(11	)	3.63		3.41		(7	)	3.67		3.32		(9	)	3.65

BOE—barrel of oil equivalent

Oil and gas operating expense decreased by ~~$88~~$24 million for the three months ended ~~March 31,~~June 30, 2016, primarily as a result of divestitures in 2015. Oil and gas operating expense decreased by $112 million for the six months ended June 30, 2016, due to lower ~~nonoperated costs of $40 million primarily in Ghana due to the timing of liftings, lower~~ expenses of ~~$36~~$56 million as a result of divestitures in ~~2015, and~~2015; lower workover costs of $9$31 million ~~as a result of reduced activity primarily~~ in ~~the Rockies and~~Ghana, the Gulf of ~~Mexico.~~Mexico, and the Rockies; and lower nonoperated costs of $18 million across all areas. The related costs per BOE decreased by ~~$0.75~~$0.13 for the three months ended ~~March 31,~~June 30, 2016, and by $0.46 for the six months ended June 30, 2016.

Oil and gas transportation expense decreased by ~~$63~~$37 million for the three months ended ~~March 31,~~June 30, 2016, and $100 million for the six months ended June 30, 2016, due to lower sales volumes across all areas. The related costs per BOE decreased by ~~$0.41~~$0.26 for the three months ended ~~March 31,~~June 30, 2016, and by $0.33 for the six months ended June 30, 2016, due to lower costs as a result of decreased sales volumes.


	Three Months Ended March 31,				Three Months Ended June 30,					Six Months Ended June 30,
millions	2016		2015		2016			2015		2016		2015
Exploration Expense
Dry hole expense	$	11	$	29	$	(5	)	$	13	$	6	$	42
Impairments of unproved properties	24		980		15			18		39		998
Geological and geophysical expense	37		22		32			16		69		38
Exploration overhead and other	54		52		34			56		88		108
Total exploration expense	$	126	$	1,083	$	76		$	103	$	202	$	1,186

For the three months ended ~~March 31,~~June 30, 2016, total exploration expense decreased by ~~$957~~$27 million.

Dry hole expense decreased by $18 million. The Company recognized ~~$11~~$13 million in the ~~first~~second quarter of ~~2016~~2015 primarily associated with wells in the Rockies.

Geological and geophysical expense increased by $16 million primarily due to seismic activities in Colombia in 2016.

Exploration overhead and other decreased by $22 million primarily due to lower employee-related expenses in 2016.

For the ~~Gulf of Mexico, compared to $29~~six months ended June 30, 2016, total exploration expense decreased by $984 million.

Dry hole expense decreased by $36 million. The Company recognized $42 million in ~~the first quarter of~~ 2015 primarily associated with wells in Mozambique.

Impairments of unproved properties decreased by ~~$956 million primarily due to~~$959 million. The Company recognized a $935 million impairment in the first quarter of 2015 related to the Company’s unproved Greater Natural Buttes properties as a result of lower commodity prices.

Geological and geophysical expense increased by ~~$15~~$31 million primarily due to seismic activities in Colombia in 2016.

Exploration overhead and other decreased by $20 million primarily due to lower employee-related expenses in 2016.

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	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions except percentages	2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015		2016		Inc (Dec) vs. 2015		2015
General and administrative	$	449	46	%	$	307	$	305	10	%	$	278	$	754	29	%	$	585
Depreciation, depletion, and amortization	1,149		(9	)	1,256		984		(19	)	1,214		2,133		(14	)	2,470
Other taxes	117		(36	)	182		157		4		151		274		(18	)	333
Impairments	16		(99	)	2,783		18		(40	)	30		34		(99	)	2,813
Other operating expense	16		(75	)	63		7		17		6		23		(67	)	69

General and administrative expense (G&A) included $48 million of charges associated with the workforce reduction program for the three months ended ~~March 31,~~June 30, 2016, ~~included $203~~and $251 million ~~of expenses associated with~~for the ~~workforce reduction program.~~six months ended June 30, 2016. Excluding the workforce reduction expenses, ~~general and administrative expense~~G&A decreased by ~~$61~~$21 million for the three months ended ~~March 31,~~June 30, 2016, and by $82 million for the six months ended June 30, 2016, primarily due to lower employee-related expenses primarily associated with decreased benefit, ~~and~~ bonus plan, and salary expenses. See Note 12—Restructuring Charges in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Depreciation, depletion, and amortization expense decreased by ~~$107~~$230 million for the three months ended ~~March 31,~~June 30, 2016, and by $337 million for the six months ended June 30, 2016, primarily due to the following:

lower costs for U.S. onshore and midstream properties as a result of 2015 asset impairments ~~and~~

lower 2016 sales volumes associated with U.S. onshore properties

lower costs and ~~the~~sales volumes as a result of 2015 divestitures of certain gathering and processing ~~facilities.~~facilities

cost revisions related to certain asset retirement obligations associated with fully depreciated assets

Other taxes decreased by ~~$65~~$59 million for the ~~three~~six months ended ~~March 31,~~June 30, 2016, primarily due to lower ad valorem taxes of ~~$27 million, lower U.S. severance taxes of $20~~$36 million and lower Algerian exceptional profits taxes of ~~$17~~$23 million. These decreases were primarily due to lower commodity prices and lower sales volumes.

Impairment expense for the ~~three~~six months ended ~~March 31,~~June 30, 2015, included $2.3 billion related to the Company’s Greater Natural Buttes oil and gas properties and ~~$445~~$449 million for related midstream properties in the Rockies, which were impaired due to lower forecasted commodity prices.

Other operating expense decreased by ~~$47~~$46 million for the ~~three~~six months ended ~~March 31,~~June 30, 2016, primarily due to expenses in 2015 for the early termination of a drilling rig.

Other (Income) Expense


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions	2016			2015			2016			2015			2016			2015
Interest Expense
Debt and other	$	258		$	254		$	259		$	244		$	517		$	498
Capitalized interest	(38		)	(38		)	(42		)	(43		)	(80		)	(81		)
Total interest expense	$	220		$	216		$	217		$	201		$	437		$	417

Interest expense increased by $16 million for the three months ended ~~March 31,~~June 30, 2016, ~~increased~~and by $4$20 million for the six months ended June 30, 2016, primarily due to ~~higher debt outstanding during 2016.~~the $3.0 billion March 2016 Senior Notes issuances.

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Three Months Ended
March 31,
millions 2016 2015
(Gains) Losses on Derivatives, net
(Gains) losses on commodity derivatives, net $ (28 ) $ (53 )
(Gains) losses on interest-rate derivatives, net 325
205
Total (gains) losses on derivatives, net $ 297
$ 152



	Three Months Ended June 30,				Six Months Ended June 30,
millions	2016		2015		2016		2015
Loss on early extinguishment of debt	$	124	$	—	$	124	$	—

During the second quarter of 2016, the Company used proceeds from its $3.0 billion March 2016 Senior Notes issuances to purchase and retire $1.250 billion of its $2.0 billion 6.375% Senior Notes due September 2017 pursuant to a tender offer and to redeem its $1.750 billion 5.950% Senior Notes due September 2016. The Company recognized a loss of $124 million for the early retirement and redemption of these senior notes, which included $114 million of premiums paid.



	Three Months Ended June 30,					Six Months Ended June 30,
millions	2016		2015			2016		2015
(Gains) Losses on Derivatives, net
(Gains) losses on commodity derivatives, net	$	94	$	1		$	66	$	(52	)
(Gains) losses on interest-rate derivatives, net	213		(312		)	538		(107		)
Total (gains) losses on derivatives, net	$	307	$	(311	)	$	604	$	(159	)

(Gains) losses on derivatives, net represents the changes in fair value of the Company’s derivative instruments as a result of changes in commodity prices and interest rates, ~~as well as~~ contract ~~modifications.~~modifications, and settlements. An interest-rate swap agreement was settled in March 2016, resulting in a cash payment of $193 million. The Company settled commodity derivatives resulting in cash receipts of $60 million for the three months ended June 30, 2016, $81 million for the three months ended June 30, 2015, $165 million for the six months ended June 30, 2016, and $172 million for the six months ended June 30, 2015.

For additional information, see Note 6—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions	2016			2015			2016			2015			2016			2015
Other (Income) Expense, net
Interest income	$	(3	)	$	(5	)	$	(4	)	$	(2	)	$	(7	)	$	(7	)
Other	3			52			(51		)	17			(48		)	69
Total other (income) expense, net	$	—		$	47		$	(55	)	$	15		$	(55	)	$	62

For the three months ended ~~March 31,~~June 30, 2016, other ~~expense,~~income, net ~~decreased~~increased by ~~$47~~$70 million.

Favorable changes in foreign currency gains/losses of $33 million were primarily associated with foreign currency held in escrow pending final determination of the Company’s Brazilian tax liability attributable to the 2008 divestiture of the Peregrino field offshore Brazil.

As a result of a Chapter 11 bankruptcy declaration by a third party, the U.S. Department of the Interior ordered Anadarko to perform the decommissioning of a production facility and related wells, previously sold to the third party. The Company accrued the costs to decommission the facility and wells in prior years. During the ~~first~~second quarter of ~~2015,~~2016, the Company substantially completed the decommissioning of the wells. Final costs were lower than expected and the Company recognized income of $56 million as a ~~charge~~result of ~~$22~~the reduced obligation.

For the six months ended June 30, 2016, other income, net increased by $117 million.

Other income, net increased by $78 million ~~for~~related to the decommissioning obligation mentioned above.

Favorable changes in foreign currency gains/losses of ~~an additional well.~~$34 million were primarily associated with foreign currency held in escrow pending final determination of the Company’s Brazilian tax liability attributable to the 2008 divestiture of the Peregrino field offshore Brazil.

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Income Tax Expense


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions except percentages	2016			2015			2016			2015			2016			2015
Income tax expense (benefit)	$	(383	)	$	(1,392	)	$	(314	)	$	77		$	(697	)	$	(1,315	)
Income (loss) before income taxes	(1,381		)	(4,628		)	(925		)	185			(2,306		)	(4,443		)
Effective tax rate	28		%	30		%	34		%	42		%	30		%	30		%

The Company reported a loss before income taxes for the three and six months ended ~~March 31,~~June 30, 2016, and the six months ended June 30, 2015. As a result, items that ordinarily increase or decrease the tax rate will have the opposite effect. The variance from the 35% U.S. federal statutory rate for the three and six months ended June 30, 2016 and 2015, was primarily attributable to the non-deductible Algerian exceptional profits tax for Algerian income tax purposes and the tax impact from foreign operations. In addition, the decrease from the 35% U.S. federal statutory rate for the three and six months ended ~~March 31,~~June 30, 2016 ~~and 2015,~~, was ~~primarily~~ attributable to non-deductible ~~Algerian exceptional profits tax for Algerian income tax purposes, the tax impact from foreign operations,~~goodwill related to divestitures and net changes in uncertain tax positions.

Net Income (Loss) Attributable to Noncontrolling Interests


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
millions except percentages	2016			2015			2016			2015			2016			2015
Net income (loss) attributable to noncontrolling interests	$	36		$	32		$	81		$	47		$	117		$	79
Public ownership in WES, limited partnership interest	58.2		%	55.1		%	60.1		%	55.2		%	60.1		%	55.2		%
Public ownership in WGP, limited partnership interest	12.7		%	11.7		%	18.4		%	12.7		%	18.4		%	12.7		%

See Note 16—Noncontrolling Interests in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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LIQUIDITY AND CAPITAL RESOURCES


	Three Months Ended March 31,						Six Months Ended June 30,
millions	2016			2015			2016			2015
Net cash provided by (used in) operating activities	$	(137	)	$	(4,504	)	$	1,092		$	(3,261	)
Net cash provided by (used in) investing activities	(973		)	(1,925		)	(965		)	(2,785		)
Net cash provided by (used in) financing activities	3,119			1,369			329			849

Overview Anadarko believes that its cash on hand, anticipated operating cash flows, and proceeds from expected future asset monetizations will be sufficient to fund the Company’s projected 2016 operational and capital programs. In addition, the Company has available borrowing capacity to supplement its working capital needs. The Company continuously monitors its liquidity needs and evaluates available funding alternatives in light of current and expected conditions. Anadarko has a variety of funding sources available, including cash on hand, an asset portfolio that provides ongoing cash-flow-generating capacity, opportunities for liquidity enhancement through divestitures and joint-venture arrangements that reduce future capital expenditures, and the Company’s ~~unused~~ credit facilities. In addition, an effective registration statement is available to Anadarko covering the sale of WGP common units owned by the Company.

Effects of Moody’s Credit Rating Downgrade In February 2016, Standard and Poor’s affirmed Anadarko’s “BBB” long-term debt credit rating and changed the outlook from stable to negative. Later in February 2016, Moody’s Investors Service (Moody’s) lowered the Company’s long-term debt credit rating from “Baa2” to “Ba1,” which is below investment grade. In March 2016, Fitch Ratings affirmed Anadarko’s “BBB” long-term debt credit rating and changed the outlook from stable to negative.

As a result of Moody’s downgrade of Anadarko’s credit rating to a level that is below investment grade, the Company’s credit thresholds with certain derivative counterparties were reduced and in some cases eliminated, which required the Company to increase the amount of collateral posted with derivative counterparties when the Company’s net trading position is a liability in excess of the contractual threshold. No counterparties have requested termination or full settlement of derivative positions. The aggregate fair value of derivative instruments with credit-risk-related contingent features for which a net liability position existed was ~~$1.1~~$1.3 billion (net of collateral) at ~~March 31,~~each of June 30, 2016, and ~~$1.3 billion (net of collateral) at~~ December 31, 2015. The amount of cash posted as collateral pursuant to the contractual requirements applicable to derivative instruments with financial institutions was ~~$420~~$599 million at ~~March 31,~~June 30, 2016, and $58 million at December 31, 2015.

The Moody’s credit rating downgrade ~~also increases the likelihood of~~required Anadarko ~~being required~~ to post collateral in the form of letters of credit or cash as financial assurance of its performance under certain contractual arrangements such as pipeline transportation contracts and oil and gas sales contracts. The amount of letters of credit or cash provided as assurance of the Company’s performance under these types of contractual arrangements with respect to credit-risk-related contingent features was ~~$200~~$274 million at ~~March 31,~~June 30, 2016, and zero at December 31, 2015.

Also in February 2016, Moody’s downgraded Anadarko’s commercial paper program credit rating, which essentially eliminated the Company’s access to the commercial paper market. As a result, the Company has not issued commercial paper notes since the ~~downgrade.~~downgrade, but instead has used its 364-day senior unsecured revolving credit facility (364-Day Facility) for short-term working capital requirements, as needed.

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Operating Activities

One of the primary sources of variability in the Company’s cash flows from operating activities is the fluctuation in commodity prices, the impact of which Anadarko partially mitigates by entering into commodity derivatives. Sales volume changes also impact cash flow, but historically have not been as volatile as commodity prices. Anadarko’s cash flows from operating activities are also impacted by the costs related to operations and interest payments related to the Company’s outstanding debt.

~~Anadarko’s~~Anadarko generated $1.1 billion of cash ~~used in~~from operating activities during the ~~three~~six months ended ~~March 31,~~June 30, 2016, ~~was $137~~which included the $881 million ~~which included~~tax refund related to the income tax benefit associated with the Company’s 2015 tax net operating loss carryback, the $159.5 million payment of the ~~CWA~~Clean Water Act (CWA) penalty, and the payment of ~~$79~~$182 million related to severance costs and retirement benefits in connection with the workforce reduction program. ~~The Company’s cash~~Cash used in operating activities for the same period of 2015 was ~~$4.5~~$3.3 billion, which included the $5.2 billion Tronox settlement payment. Excluding the impact of the tax refund and payments for the CWA penalty, severance costs and retirement benefits, and the Tronox settlement, operating cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2016, decreased by ~~$610 million~~$1.4 billion primarily due to decreased sales revenues ~~primarily from~~as a result of lower commodity prices.

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Investing Activities

Capital Expenditures The following presents the Company’s capital expenditures for the ~~three~~six months ended ~~March 31:~~June 30:


millions	2016			2015			2016			2015
Cash Flows from Investing Activities
Additions to properties and equipment and dry hole costs	$	1,022		$	1,957		$	1,879		$	3,501
Adjustments for capital expenditures
Changes in capital accruals	(130		)	(137		)	(249		)	(310		)
Other	4			2			(6		)	32
Total capital expenditures ⁽¹⁾	$	896		$	1,822		$	1,624		$	3,223

________________________________________________________________________________________


⁽¹⁾	Includes WES capital expenditures of ~~$140~~$260 million for the ~~three~~six months ended ~~March 31,~~June 30, 2016, and ~~$156~~$278 million for the ~~three~~six months ended ~~March 31,~~June 30, 2015.

The Company’s capital ~~spending~~expenditures decreased by ~~$926 million~~$1.6 billion for the ~~three~~six months ended ~~March 31,~~June 30, 2016, ~~due to~~as reduced development and exploration activity ~~which~~ resulted in the following:

decreased development costs of ~~$715 million~~$1.2 billion primarily in the Rockies and the Southern and Appalachia ~~Region; lower~~Region

decreased exploration costs of ~~$128~~$214 million primarily in Colombia and ~~Mozambique; and lower~~Mozambique

decreased gathering, processing, and other costs of ~~$83~~$154 million primarily due to lower expenditures for plants and gathering in the ~~Rockies.~~Rockies

Carried-Interest Arrangements In the third quarter of 2014, the Company entered into a carried-interest arrangement that requires a third party to fund $442 million of Anadarko’s capital costs in exchange for a 34% working interest in the Eaglebine development, located in Southeast Texas. The third-party funding is expected to cover Anadarko’s future capital costs in the development through 2020. At ~~March 31,~~June 30, 2016, ~~$131~~$141 million of the $442 million carry obligation had been funded.

In the second quarter of 2013, the Company entered into a carried-interest arrangement that requires a ~~third-party~~third party to fund $860 million of Anadarko’s capital costs in exchange for a 12.75% working interest in the Heidelberg development, located in the Gulf of Mexico. At ~~March 31,~~June 30, 2016, ~~$831~~$853 million of the $860 million carry obligation had been funded.

Divestitures During the six months ended June 30, 2016, Anadarko received pretax sales proceeds related to property divestiture transactions of $900 million primarily related to the divestitures of certain U.S. onshore assets in the Rockies, East Texas/Louisiana, and West Texas. See Note 3—Divestitures and Assets Held for Salein the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Investments During the ~~three~~six months ended ~~March 31,~~June 30, 2016, the Company made capital contributions of ~~$30~~$46 million for equity investments, which are included in other, net under Investing Activities in the Consolidated Statements of Cash Flows. These contributions were primarily associated with joint ventures for ~~pipelines and marine well containment.~~pipelines.

Financing Activities


millions except percentages	March 31, 2016			December 31, 2015			June 30, 2016			December 31, 2015
Total debt	$	18,751		$	15,668		$	15,673		$	15,668
Total equity	14,701			15,457			14,600			15,457
Debt to total capitalization ratio	56.1		%	50.3		%	51.8		%	50.3		%

Senior Notes The following summarizes the Company’s debt activity related to senior notes for the ~~three~~six months ended ~~March 31:~~June 30, 2016:


millions	2016		Description	Face Value			Description
Issuances	$	800	4.850% Senior Notes due 2021	$	800		4.850% Senior Notes due 2021
	1,100		5.550% Senior Notes due 2026	1,100			5.550% Senior Notes due 2026
	1,100		6.600% Senior Notes due 2046	1,100			6.600% Senior Notes due 2046
Repayments				(1,250		)	6.375% Senior Notes due 2017
				(1,750		)	5.950% Senior Notes due 2016
				(17		)	Tangible equity units (TEUs) - senior amortizing notes

~~The~~During the second quarter of 2016, the Company used proceeds from its $3.0 billion March 2016 Senior Notes issuances to purchase and retire ~~$1.25~~$1.250 billion of its $2.0 billion 6.375% Senior Notes due September 2017 ~~in April 2016~~ pursuant to a tender offer and to redeem ~~the~~its $1.750 billion 5.950% Senior Notes due September ~~2016 in May~~ 2016. The Company ~~paid $114~~recognized a loss of $124 million ~~in premiums~~ for the early ~~purchase~~retirement and redemption of these senior ~~notes.~~notes, which included $114 million of premiums paid.

~~Table~~In July 2016, WES completed a public offering of ~~Contents~~

$500 million aggregate principal amount of 4.650% Senior Notes due July 2026. Net proceeds were used to repay a portion of the amount outstanding under its five-year $1.2 billion senior unsecured revolving credit facility maturing in February 2019 (WES RCF).

Revolving Credit Facilities Anadarko has a $3.0 billion five-year senior unsecured revolving credit facility ~~(Five-Year Facility)~~ maturing in January ~~2021. In addition, in January 2016~~2021 (Five-Year Facility) and the ~~Company replaced its previous $2.0 billion 364-day senior unsecured revolving credit facility with a new $2.0 billion 364-day senior unsecured revolving credit facility (364-Day Facility)~~364-Day Facility that matures in January 2017. ~~The renewal included no changes to covenants or pricing, and the original bank-group fully participated.~~

WES has a ~~five-year~~ $1.2 billion ~~senior unsecured revolving credit facility maturing in February 2019 (WES RCF),~~RCF, which is expandable to $1.5 billion. In March 2016, WGP entered into a three-year $250 million senior secured revolving credit facility maturing in March 2019 (WGP RCF), which is expandable to $500 million, subject to receiving increased or new commitments from lenders and the satisfaction of certain other conditions.

The following summarizes the Company’s debt activity related to revolving credit facilities for the ~~three~~six months ended ~~March 31:~~June 30, 2016:


millions	2016			Description	2016			Description
Borrowings	$	1,350		364-Day Facility	$	1,750		364-Day Facility
	330			WES RCF	530			WES RCF
	28			WGP RCF	28			WGP RCF
Repayments	(1,350		)	364-Day Facility	(1,750		)	364-Day Facility
					(290		)	WES RCF

Anadarko Credit Facilities During the ~~three~~six months ended ~~March 31,~~June 30, 2016, borrowings under the 364-Day Facility were primarily used for general ~~corporate purposes.~~short-term working capital needs. At ~~March 31,~~June 30, 2016, the Company had no outstanding borrowings under the Five-Year Facility or the 364-Day ~~Facility and was in compliance with all covenants therein.~~Facility.

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WES and WGP Credit Facilities During the ~~three~~six months ended ~~March 31,~~June 30, 2016, WES borrowings were primarily used for general corporate purposes, including the funding of a portion of its acquisition of Springfield Pipeline LLC and capital expenditures. At ~~March 31,~~June 30, 2016, WES ~~was in compliance with all covenants contained in its RCF,~~ had outstanding borrowings under its RCF of ~~$630~~$540 million at an interest rate of ~~1.74%~~1.77%, had outstanding letters of credit of $5 million, and had available borrowing capacity of ~~$565~~$655 million.

During the ~~three~~six months ended ~~March 31,~~June 30, 2016, WGP borrowings were used to fund the purchase of WES common units. At ~~March 31,~~June 30, 2016, WGP ~~was in compliance with all covenants contained in its RCF,~~ had outstanding borrowings under its RCF of $28 million at an interest rate of ~~2.69%,~~2.72% and had available borrowing capacity of $222 million.

For additional information on the revolving credit facilities, such as years of maturity, interest rates, and covenants, see Note 8—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Commercial Paper Program The Company has a commercial paper program, which allows for a maximum of $3.0 billion of unsecured commercial paper notes and is supported by the Company’s Five-Year Facility. As a result of Moody’s downgrade of Anadarko’s commercial paper program credit rating, the Company’s access to the commercial paper market was essentially eliminated. The Company repaid $250 million of commercial paper notes during the first quarter of 2016, and at ~~March 31,~~June 30, 2016, there were no outstanding borrowings under the commercial paper program. During the three months ended March 31, 2016, maximum outstanding borrowings under the commercial paper program were $906 million and the average borrowings outstanding were $435 million with a weighted-average interest rate of 1.04%. See Note 8—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information.

~~Table of Contents~~

Debt Maturities Anadarko may from time to time seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for other debt or equity securities in open market purchases, privately negotiated transactions, or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

At ~~March 31,~~June 30, 2016, Anadarko’s scheduled debt maturities during 2016 consisted of ~~$1.750 billion of 5.950% Senior Notes due September 2016, which were redeemed in May 2016, and $25~~$17 million of senior amortizing notes associated with the ~~tangible equity units (TEUs).~~TEUs. Anadarko’s Zero-Coupon Senior Notes due 2036 (Zero Coupons) can be put to the Company in October of each year, in whole or in part, for the then-accreted value, which will be $839 million at the next put date in October 2016. The Company classified the Zero Coupons as long-term debt on the Company’s Consolidated Balance Sheet at ~~March 31,~~June 30, 2016, as Anadarko has the ability and intent to refinance these obligations using long-term debt, should the put be exercised. At ~~March 31,~~June 30, 2016, Anadarko’s scheduled debt maturities during 2017 consisted of ~~$2.0 billion~~$750 million of 6.375% Senior Notes due September 2017 and $34 million of senior amortizing notes associated with the TEUs. ~~In April 2016, Anadarko purchased and retired $1.25 billion of the 6.375% Senior Notes pursuant to a tender offer and $750 million of the 6.375% Senior Notes remain due in September 2017.~~

For additional information on the Company’s debt instruments, such as transactions during the period, years of maturity, and interest rates, see Note 8—Debt and Interest Expense in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

~~Tangible Equity Units~~ During the second quarter of 2015, Anadarko issued 9.2 million 7.50% TEUs at a stated amount of $50.00 per TEU and raised net proceeds of $445 million. Each TEU is comprised of a prepaid equity purchase contract for WGP common units, subject to Anadarko’s right to elect to issue and deliver shares of Anadarko’s common stock in lieu of WGP common units, and a senior amortizing note due in June 2018, which bears interest at the rate of 1.50% per year. For additional information, see ~~Note 7—Tangible Equity Units~~ ~~in the~~ ~~Notes to Consolidated Financial Statements~~ ~~under Part I, Item 1 of this Form 10-Q. During the three months ended March 31, 2016, Anadarko repaid $8 million of senior amortizing notes associated with the TEUs.~~

Derivative Instruments The Company’s derivative instruments are subject to individually negotiated credit provisions that may require collateral of cash or letters of credit depending on the derivatives portfolio valuation versus negotiated credit thresholds. These credit thresholds may also require full or partial collateralization or immediate settlement of the Company’s obligations if certain credit-risk-related provisions are triggered, such as if the Company’s credit rating from major credit rating agencies declines to a level that is below investment grade. Derivative settlements and collateralization are classified as cash flows from operating activities unless the derivatives contain an other-than-insignificant financing element, in which case the settlements and collateralization are classified as cash flows from financing activities. The amount of cash collateral provided by the Company on its interest-rate derivatives with an other-than-insignificant financing element pursuant to the contractual requirements applicable to derivative instruments with financial institutions was ~~$420~~$592 million at ~~March 31,~~June 30, 2016, and $58 million at December 31, 2015. Additionally, an interest-rate swap agreement was settled in March 2016, resulting in a cash payment of $193 million. At June 30, 2016, Anadarko expects additional net cash outlays of ~~$65~~$52 million in 2016 related to interest-rate derivative settlements.

For additional information, see Note 6—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q and Effects of Moody’s Credit Rating Downgrade above.

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Conveyance of Future Hard Minerals Royalty Revenues During the first quarter of 2016, the Company conveyed a limited-term nonparticipating royalty interest in certain of its coal and trona leases to a third party for $413 million, net of transaction costs. For additional information, see Note 10—Conveyance of Future Hard Minerals Royalty Revenues in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Common Stock Dividends Anadarko paid dividends of ~~$25~~$51 million to its common stockholders during the ~~three~~six months ended ~~March 31,~~June 30, 2016, and ~~$139~~$277 million during the ~~three~~six months ended ~~March 31,~~June 30, 2015. In response to the current commodity-price environment, the Board decreased the Company’s quarterly dividend from $0.27 per share to $0.05 per share in February 2016. Anadarko has paid a dividend to its common stockholders on a quarterly basis since becoming a public company in 1986.

The amount of future dividends paid to Anadarko common stockholders will be determined by the Board on a quarterly basis and is based on earnings, financial conditions, capital requirements, the effect a dividend payment would have on the Company’s compliance with relevant financial covenants, and other factors deemed relevant by the Board.

Equity Transactions Anadarko sold 12.5 million of its WGP common units to the public for net proceeds of $476 million, which were used for general corporate purposes. WES has a continuous offering program, which allows the issuance of up to an aggregate of $500 million of WES common units. The remaining amount ~~of WES common units~~ available to be issued under this program was $442 million at ~~March 31,~~June 30, 2016. During the ~~three months ended March 31,~~first quarter of 2016, WES issued 14 million Series A Preferred units to private investors ~~and raised~~for net proceeds of $440 million. ~~In April~~During the second quarter of 2016, WES issued an additional eight million Series A Preferred units to private investors, pursuant to the full exercise of an option granted in connection with the initial issuance, ~~and raised~~for net proceeds of ~~$248~~$247 million.

Distributions to Noncontrolling Interest Owners WES distributed to its unitholders other than Anadarko and WGP an aggregate of ~~$63~~$127 million during the ~~three~~six months ended ~~March 31,~~June 30, 2016, and ~~$54~~$111 million during the ~~three~~six months ended ~~March 31,~~June 30, 2015. WES has made quarterly distributions to its unitholders since its initial public offering (IPO) in the second quarter of 2008, and has increased its distribution from $0.30 per common unit for the third quarter of 2008 to ~~$0.815~~$0.830 per common unit for the ~~first~~second quarter of 2016 (to be paid in ~~May~~August 2016).

For the three months ended June 30, 2016, the WES Series A Preferred unitholders will receive a quarterly distribution of $0.68 per unit for the Series A Preferred units issued in March 2016, and a quarterly distribution of $0.68 per unit for the Series A Preferred units issued in April 2016, prorated for the 77-day period the units were outstanding during the second quarter of 2016, or an aggregate $14 million (to be paid in August 2016). For the three months ended March 31, 2016, the WES Series A Preferred unitholders ~~will receive~~received a quarterly distribution of $0.68 per unit, prorated for the 18-day period the units were outstanding during the first quarter, or an aggregate ~~$1.9~~$2 million ~~(to be paid~~(paid in May 2016).

WGP distributed to its unitholders other than Anadarko an aggregate of ~~$11~~$23 million during the ~~three~~six months ended ~~March 31,~~June 30, 2016, and $8$17 million during the ~~three~~six months ended ~~March 31,~~June 30, 2015. WGP has made quarterly distributions to its unitholders since its IPO in December 2012, and has increased its distribution from $0.17875 per common unit for the first quarter of 2013 to ~~$0.42375~~$0.43375 per unit for the ~~first~~second quarter of 2016 (to be paid in ~~May~~August 2016).

RECENT ACCOUNTING DEVELOPMENTS

See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for discussion of recent accounting developments affecting the Company.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risks are attributable to fluctuations in energy prices and interest rates. ~~In addition, foreign-currency exchange-rate risk exists due to anticipated foreign-currency denominated payments and receipts.~~ These risks can affect revenues and cash flows, and the Company’s risk-management policies provide for the use of derivative instruments to manage these risks. The types of commodity derivative instruments used by the Company include futures, swaps, options, and fixed-price physical-delivery contracts. The volume of commodity derivatives entered into by the Company is governed by risk-management policies and may vary from year to year. Both exchange and over-the-counter traded derivative instruments may be subject to margin-deposit requirements, and the Company may be required from time to time to deposit cash or provide letters of credit with exchange brokers or counterparties to satisfy these margin requirements. For additional information relating to the Company’s derivative and financial instruments, see Note 6—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

COMMODITY-PRICE RISK The Company’s most significant market risk relates to prices for oil, natural gas, and NGLs. Management expects energy prices to remain unpredictable and potentially volatile. As energy prices decline or rise significantly, revenues and cash flows are likewise affected. In addition, a non-cash write-down of the Company’s oil and gas properties or goodwill may be required if commodity prices experience a significant decline. Below is a sensitivity analysis for the Company’s commodity-price-related derivative instruments.

Derivative Instruments Held for Non-Trading Purposes The Company had derivative instruments in place to reduce the price risk associated with future production of 2315 MMBbls of oil, 12349 Bcf of natural gas, and 1 MMBbls of NGLs at ~~March 31,~~June 30, 2016, with a net derivative asset position of $~~200~~45 million. Based on actual derivative contractual volumes, a 10% increase in underlying commodity prices would reduce the fair value of these derivatives by $46116 million, while a 10% decrease in underlying commodity prices would increase the fair value of these derivatives by $33109 million. However, any cash received or paid to settle these derivatives would be substantially offset by the sales value of production covered by the derivative instruments.

Derivative Instruments Held for Trading Purposes At ~~March 31,~~June 30, 2016, the Company had a net derivative asset position of $117 million on outstanding derivative instruments entered into for trading purposes. Based on actual derivative contractual volumes, a 10% increase or decrease in underlying commodity prices would not materially impact the Company’s gains or losses on these derivative instruments.

INTEREST-RATE RISK Borrowings, if any, under each of the 364-Day Facility, the Five-Year Facility, ~~the commercial paper program,~~ the WES RCF, and the WGP RCF are subject to variable interest rates. The balance of Anadarko’s long-term debt on the Company’s Consolidated Balance Sheets has fixed interest rates. The Company has $2.9 billion of obligations based on the London Interbank Offered Rate (LIBOR) that are presented on the Company’s Consolidated Balance Sheets net of preferred investments in two ~~non-controlled~~noncontrolled entities. These obligations give rise to minimal net interest-rate risk because coupons on the related preferred investments are also LIBOR-based. While a 10% change in LIBOR would not materially impact the Company’s interest cost, it would affect the fair value of outstanding fixed-rate debt.

At ~~March 31,~~June 30, 2016, the Company had a net derivative liability position of ~~$1.6~~$1.8 billion related to interest-rate swaps. A 10% increase (decrease) in the three-month LIBOR interest-rate curve would ~~increase (decrease)~~decrease (increase) the aggregate fair value of outstanding interest-rate swap agreements by $8275 million. However, any change in the interest-rate derivative gain or loss could be substantially offset by changes in actual borrowing costs associated with future debt issuances. For a summary of the Company’s outstanding interest-rate derivative positions, see Note 6—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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~~FOREIGN-CURRENCY EXCHANGE-RATE RISK~~ Anadarko’s operating revenues are denominated in U.S. dollars, and the predominant portion of Anadarko’s capital and operating expenditures are also U.S.-dollar-denominated. Exposure to foreign-currency risk generally arises in connection with project-specific contractual arrangements and other commitments. Near-term foreign-currency-denominated expenditures are primarily in Colombian pesos, British pounds sterling, Mozambican meticais, and Brazilian reais.

The Company also has risk related to exchange-rate changes applicable to cash held in escrow pending final determination of the Company’s Brazilian tax liability for its 2008 divestiture of the Peregrino field offshore Brazil, which is currently under consideration by the Brazilian courts. At ~~March 31, 2016, cash of $96 million was held in escrow.~~

Management periodically engages in various risk-management activities to mitigate a portion of its exposure to foreign-currency exchange-rate risk. A 10% increase or decrease in the foreign-currency exchange rate would not materially impact the Company’s gain or loss related to foreign currency.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Anadarko’s Chief Executive Officer and Chief Financial Officer performed an evaluation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (Exchange Act). The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of ~~March 31,~~June 30, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in Anadarko’s internal control over financial reporting during the ~~first~~second quarter of 2016 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

GENERAL The Company is a defendant in a number of lawsuits and is involved in governmental proceedings and regulatory controls arising in the ordinary course of business, including personal injury and death claims; title disputes; tax disputes; royalty claims; contract claims; contamination claims relating to oil and gas exploration, development, production, transportation, and processing; and environmental claims, including claims involving assets owned by acquired companies and claims involving assets previously sold to third parties and no longer a part of the Company’s current operations. Anadarko is also subject to various environmental-remediation and reclamation obligations arising from federal, state, tribal, and local laws and regulations. While the ultimate outcome and impact on the Company cannot be predicted with certainty, after consideration of recorded expense and liability accruals, management believes that the resolution of pending proceedings will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

WGR Operating, LP, a wholly owned subsidiary of the Company, is currently in negotiations with the U.S. Environmental Protection Agency and the state of Wyoming with respect to alleged noncompliance with the leak detection and repair requirements of the Clean Air Act at its Granger, Wyoming facilities. Although management cannot predict the outcome of settlement discussions, it is likely a resolution of this matter will result in a fine or penalty in excess of $100,000.

See Note 11—Contingencies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q, which is incorporated herein by reference, for material developments with respect to matters previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and material matters that have arisen since the filing of such report.

Item 1A. Risk Factors

There have been no material changes from the risk factors included under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following sets forth information with respect to repurchases by the Company of its shares of common stock during the ~~first~~second quarter of 2016:

Period
Total number of shares purchased ⁽¹⁾
Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
January 1 - 31, 2016 4,357
$ 36.62
—
$ —
February 1 - 29, 2016 64,186
$ 38.00
—
$ —
March 1 - 31, 2016 611,344
$ 44.39
—
$ —
Total 679,887
$ 43.74
—
$ —



Period	Total number of shares purchased ⁽¹⁾	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
April 1 - 30, 2016	7,745	$	49.91	—	$	—
May 1 - 31, 2016	4,346	$	49.42	—	$	—
June 1 - 30, 2016	6,354	$	53.44	—	$	—
Total	18,445	$	51.01	—	$	—

____________________________________________________________


⁽¹⁾	During the ~~first~~second quarter of 2016, all purchased shares related to stock received by the Company for the payment of withholding taxes due on employee ~~stock plan~~ share ~~issuances.~~issuances under share-based compensation plans.

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Item 6. Exhibits

Exhibits designated by an asterisk (*) are filed herewith or double asterisk (**) are furnished herewith; all exhibits not so designated are incorporated herein by reference to a prior filing under File Number 1-8968 as indicated.



Exhibit Number			Description
	3	(i)	Restated Certificate of Incorporation of Anadarko Petroleum Corporation, dated May 21, 2009, filed as Exhibit 3.3 to Form 8-K filed on May 22, 2009
		(ii)	By-Laws of Anadarko Petroleum Corporation, amended and restated as of September 15, 2015, filed as Exhibit 3.1 to Form 8-K filed on September 21, 2015
	4	~~(i)~~	~~Trustee Indenture dated as of September 19, 2006, Anadarko Petroleum Corporation to the Bank of New York Trust Company, N.A., filed as Exhibit 4.1 to Form 8-K filed on September 19, 2006~~
		~~(ii)~~	Officers’ Certificate of Anadarko Petroleum Corporation dated March 17, 2016 establishing the 4.85% Senior Notes due 2021, the 5.55% Senior Notes due 2026, and the 6.60% Senior Notes due 2046, filed as Exhibit 4.1 to Form 8-K filed on March 17, 2016
		~~(iii)~~	~~Form of 4.85% Senior Notes due 2021, filed as Exhibit 4.2 to Form 8-K filed on March 17, 2016~~
		~~(iv)~~	~~Form of 5.55% Senior Notes due 2026, filed as Exhibit 4.3 to Form 8-K filed on March 17, 2016~~
		~~(v)~~	~~Form of 6.60% Senior Notes due 2046, filed as Exhibit 4.4 to Form 8-K filed on March 17, 2016~~
	10	(i)	~~First Amendment to Anadarko Petroleum Corporation 2008 Director Compensation Plan, dated February 8, 2016, filed as Exhibit 10 (xli) to Form 10-K filed on February 17, 2016~~
		~~(ii)~~	364-Day Revolving Credit Agreement, dated as of January 19, 2016, among Anadarko Petroleum Corporation, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citibank, N.A., and Mizuho Bank, Ltd., as Co-Documentation Agents, and the additional lenders party thereto, filed as Exhibit 10.1 to Form 8-K filed on January 25, 2016
*		~~(iii)~~	Form of Award Letter for Anadarko Petroleum Corporation 2008 Director Compensation Plan Annual Deferred Shares (2016), filed as Exhibit 10 (iii) to Form 10-Q filed on May 2, 2016
*		~~(iv)~~(ii)	~~Terms and Conditions of Elective Deferred Share Awards for~~ Anadarko Petroleum Corporation ~~2008 Director~~2012 Omnibus Incentive Compensation Plan, as Amended and Restated Effective as of May 10, 2016, filed as Exhibit 10.1 to Form 8-K filed on May 16, 2016
*	31	(i)	Rule 13a-14(a)/15d-14(a) Certification—Chief Executive Officer
*	31	(ii)	Rule 13a-14(a)/15d-14(a) Certification—Chief Financial Officer
**	32		Section 1350 Certifications
*	101	.INS	XBRL Instance Document
*	101	.SCH	XBRL Schema Document
*	101	.CAL	XBRL Calculation Linkbase Document
*	101	.DEF	XBRL Definition Linkbase Document
*	101	.LAB	XBRL Label Linkbase Document
*	101	.PRE	XBRL Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		ANADARKO PETROLEUM CORPORATION
		(Registrant)

~~May 2,~~July 26, 2016	By:	/s/ ROBERT G. GWIN
		Robert G. Gwin Executive Vice President, Finance and Chief Financial Officer

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