============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended: June 30, 1994 Commission File Number: 1-8968 _____________________ ANADARKO PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 76-0146568 (State or other jurisdic- (I.R.S. Employer Iden- tion of incorporation tification No.) or organization) 17001 NORTHCHASE DRIVE, HOUSTON, TEXAS 77060 (Address of executive offices) (Zip Code) (713) 875-1101 (Registrant's telephone number) 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 X No The number of shares outstanding of each of the registrant's classes of common stock as of July 29, 1994 is shown below: Number of Shares Title of Class Outstanding Common Stock, $0.10 par value 58,787,674 ============================================================================== PART I. FINANCIAL INFORMATION Item 1. Financial Statements ANADARKO PETROLEUM CORPORATION CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three Months Ended Six Months Ended June 30 June 30 thousands 1994 1993 1994 1993 Revenues Gas sales $ 77,435 $ 71,514 $176,436 $154,624 Oil and condensate sales 33,167 33,143 59,182 66,456 Natural gas liquids and other 8,934 7,814 15,891 20,715 Total 119,536 112,471 251,509 241,795 Costs and Expenses Operating expenses 27,271 23,988 52,524 48,181 Administrative and general 15,504 15,114 29,883 28,055 Depreciation, depletion and amortization 42,978 37,904 90,683 83,482 Other taxes 10,954 10,073 21,787 21,187 Provisions for impairments of international properties --- --- --- 4,700 Total 96,707 87,079 194,877 185,605 Operating Income 22,829 25,392 56,632 56,190 Other Income 943 2,039 1,175 2,289 Gross Income 23,772 27,431 57,807 58,479 Interest Expense 6,703 7,975 13,717 16,343 Income before Income Taxes and Cumulative Effect of Changes in Accounting Principles 17,069 19,456 44,090 42,136 Income Taxes 5,386 7,086 15,345 14,488 Net Income before Cumulative Effect of Changes in Accounting Principles 11,683 12,370 28,745 27,648 Cumulative Effect of Changes in Accounting Principles --- --- --- 77,403 Net Income $ 11,683 $ 12,370 $ 28,745 $105,051 Per Common Share Net income before cumulative effect of changes in accounting principles $ 0.20 $ 0.22 $ 0.49 $ 0.50 Cumulative effect of changes in accounting principles --- --- --- 1.39 Net income 0.20 0.22 0.49 1.88 Dividends $ 0.075 $ 0.075 $ 0.15 $ 0.15 Average Number of Shares Outstanding 58,762 56,278 58,727 55,814 See accompanying notes to consolidated financial statements. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) June 30, December 31, thousands 1994 1993 ASSETS Current Assets Cash and cash equivalents $ 56,339 $ 17,799 Accounts receivable 93,514 110,486 Inventories, at average cost 12,288 9,551 Prepaid expenses 445 3,025 Total 162,586 140,861 Properties and Equipment Original cost 3,424,984 3,266,825 Less accumulated depreciation, depletion and amortization 1,511,813 1,425,098 Net properties and equipment - based on the full cost method of accounting for oil and gas properties 1,913,171 1,841,727 Deferred Charges 32,421 40,198 $2,108,178 $2,022,786 See accompanying notes to consolidated financial statements. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEET (continued) (Unaudited) June 30, December 31, thousands 1994 1993 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable Trade and other $ 81,536 $ 92,311 Banks 10,978 13,328 Accrued expenses Interest 7,877 7,663 Taxes and other 16,273 12,715 Total 116,664 126,017 Long-term Debt 606,292 542,500 Deferred Credits Deferred income taxes 437,894 424,293 Other 61,565 65,810 Total 499,459 490,103 Stockholders' Equity Common stock, par value $0.10 (200,000,000 shares authorized, 58,779,402 and 58,668,407 shares issued and outstanding as of June 30, 1994 and December 31, 1993, respectively) 5,924 5,912 Preferred stock, par value $1.00 (2,000,000 shares authorized, no shares issued as of June 30, 1994 and December 31, 1993) --- --- Paid-in capital 240,168 236,001 Retained earnings (as of June 30, 1994, $235,763,000 was not restricted as to the payment of dividends) 643,460 625,308 Deferred compensation (3,434) (3,055) Treasury stock (6,234 shares as of June 30, 1994) (355) --- Total 885,763 864,166 $2,108,178 $2,022,786 See accompanying notes to consolidated financial statements. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Six Months Ended June 30 thousands 1994 1993 Cash Flow from Operating Activities Net income $ 28,745 $105,051 Adjustments to reconcile net income to net cash from operating activities: Depreciation, depletion and amortization 90,683 83,482 Amortization of restricted stock 554 1,018 Deferred income taxes 14,964 12,873 Cumulative effect of changes in accounting principles --- (77,403) Provisions for impairments of international properties --- 4,700 134,946 129,721 Decrease in accounts receivable 16,972 28,256 (Increase) decrease in inventories (2,737) 137 Decrease in accounts payable - trade and other and accrued expenses (7,003) (10,519) Other items - net 6,402 186 Net cash from operating activities 148,580 147,781 Cash Flow from Investing Activities Additions to properties and equipment (222,784) (108,684) Sales and retirements of properties and equipment 57,960 1,992 Net cash used in investing activities (164,824) (106,692) Cash Flow from Financing Activities Additions to debt 74,792 150,021 Retirements of debt (11,000) (190,500) Increase (decrease) in accounts payable, banks (2,350) 411 Dividends paid (8,811) (8,323) Issuance of common stock 3,246 3,811 Issuance of treasury stock --- 632 Purchase of treasury stock (355) (179) Net cash from (used in) financing activities 55,522 (44,127) Effect of Exchange Rate Changes on Cash (738) (64) Net Increase (Decrease) in Cash and Cash Equivalents 38,540 (3,102) Cash and Cash Equivalents at Beginning of Period 17,799 14,833 Cash and Cash Equivalents at End of Period $ 56,339 $ 11,731 See accompanying notes to consolidated financial statements. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1.Summary of Accounting Policies Anadarko Petroleum Corporation is engaged in the exploration, development, production and marketing of gas, oil and natural gas liquids. The terms "Anadarko" and "Company" refer to Anadarko Petroleum Corporation and its subsidiaries. The principal subsidiaries of Anadarko are Anadarko Gathering Company, Anadarko Marketing Company, Anadarko Trading Company, Anadarko Petroleum of Canada Ltd. and Anadarko Algeria Corporation. Effective January 1, 1993, Anadarko adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes", which resulted in an increase to net income of $87,071,000 and SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", which resulted in a decrease to net income of $9,668,000. 2.Inventories The major classes of inventories are as follows: June 30, December 31, thousands 1994 1993 Materials and supplies $ 9,279 $8,226 Natural gas liquids, stored in inventory 3,009 1,325 $12,288 $9,551 3.Properties and Equipment Oil and gas properties include costs of $278,310,000 and $180,933,000 at June 30, 1994 and December 31, 1993, respectively, which were excluded from capitalized costs being amortized. These amounts represent costs associated with unevaluated properties and major development projects. 4. Long-term Debt A summary of long-term debt follows: June 30, December 31, thousands 1994 1993 Notes Payable, Banks $131,500 $142,500 Commercial Paper 74,792 --- 8 3/4% Notes due 1998 100,000 100,000 8 1/4% Notes due 2001 100,000 100,000 6 3/4% Notes due 2003 100,000 100,000 5 7/8% Notes due 2003 100,000 100,000 $606,292 $542,500 Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) 4.Long-term Debt (continued) In May 1994, the Company entered into a $250,000,000 Revolving Credit Agreement and a $150,000,000 364-Day Credit Agreement with a group of 11 commercial banks. Interest rates are based on either the reference rate, the rate of certificate of deposit, the Eurodollar rate or a combination thereof. The Agreements provide for commitment fees on the unused balances at a rate of 18.5/100 of one percent and 12.5/100 of one percent for the Revolving Credit Agreement and 364-Day Credit Agreement, respectively. The Revolving Credit Agreement will expire in 1999. The Agreements replaced the Revolving Credit Agreement entered into in February 1992. As of June 30, 1994, there were no outstanding borrowings under these Agreements. The notes payable to banks have been classified as long-term debt in accordance with SFAS 6, "Classification of Short-term Obligations Expected to be Refinanced", under the terms of Anadarko s $250,000,000 Revolving Credit Agreement. 5.Statement of Cash Flows Supplemental Information The amounts of cash paid for interest (net of amounts capitalized) and income taxes are as follows: Six Months Ended June 30 thousands 1994 1993 Interest $12,472 $14,381 Income taxes $ 628 $ 5,137 In July 1993, $99,778,000 principal amount of 6 1/4% Convertible Subordinated Debentures due 2014 were converted into 2,917,276 shares of Anadarko Common Stock. 6.Contingencies - Environmental On December 17, 1993, the Company received a notice from the Department of Justice in the State of California indicating the Company may be a Potentially Responsible Party (PRP) for the study, cleanup and closure of the waste facility owned by Geothermal, Inc. in Middletown, California (the GI site ). Anadarko s records indicate the disposal of a limited number of barrels of drilling mud at the GI site in 1982. During the first quarter of 1994, the Company, along with other PRPs, became a party to a Cost Sharing, Joint Defense and Confidentiality Agreement, effective October 20, 1993. The Company believes its share of costs in connection with the cleanup of the GI site will be approximately $35,000 to $70,000. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) 7.The information as furnished reflects all normal recurring adjustments that are, in the opinion of management, necessary to a fair statement of financial position as of June 30, 1994 and December 31, 1993, the results of operations for the three and six months ended June 30, 1994 and 1993, and cash flows for the six months ended June 30, 1994 and 1993. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview For the second quarter of 1994, Anadarko's net income was $11.7 million (20 cents per share) compared to net income of $12.4 million (22 cents per share) for the second quarter of 1993. For the first six months of 1994, Anadarko's net income was $28.7 million (49 cents per share). This compares to net income, before changes in accounting principles, of $27.6 million (50 cents per share) for the same period of 1993. Including the cumulative effect of changes in accounting principles, net income for the first six months of 1993 was $105.1 million ($1.88 per share). Operating Results Revenues for the second quarter of 1994 were $119.5 million, up six percent compared to $112.5 million for the second quarter of 1993. The increase in revenues for the second quarter of 1994 is due primarily to higher volumes of natural gas, oil and natural gas liquids (NGLs), which more than offset declines in natural gas and oil prices. Although oil prices have rebounded in recent weeks, prices during the second quarter of 1994 were still more than $2 per barrel lower than the second quarter of 1993. Revenues for the first six months of 1994 were $251.5 million, an increase of four percent compared to $241.8 million for the same period of 1993. The in- crease in revenues for the first six months of 1994 is due primarily to higher production volumes of natural gas and oil, which more than offset declines in oil and NGLs prices. The following table shows the Company s volumes and U.S. prices for the three and six months ended June 30, 1994 and 1993: Three Months Ended June 30 % Increase 1994 1993 (Decrease) Natural gas, million cubic feet 42,957 34,754 24 Price per thousand cubic feet $ 1.74 $ 2.05 (15) Crude oil and condensate, thousand barrels 2,119 1,903 11 Price per barrel $ 15.66 $ 17.74 (12) Natural gas liquids, thousand barrels 644 442 46 Price per gallon $ 0.30 $ 0.31 (3) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Six Months Ended June 30 % Increase 1994 1993 (Decrease) Natural gas, million cubic feet 91,185 81,560 12 Price per thousand cubic feet $ 1.89 $ 1.88 1 Crude oil and condensate, thousand barrels 4,255 3,834 11 Price per barrel $ 14.03 $ 17.70 (21) Natural gas liquids, thousand barrels 1,293 1,249 4 Price per gallon $ 0.26 $ 0.33 (21) See "Natural Gas Volumes, Prices and Markets" and "Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices". Costs and expenses during the second quarter of 1994 were $96.7 million, an in- crease of 11 percent compared to $87.1 million for the second quarter of 1993. For the first six months of 1994, costs and expenses totaled $194.9 million compared to $185.6 million for the first six months of 1993. Higher costs and expenses for 1994 primarily relate to the higher production volumes which resulted in higher depreciation, depletion and amortization expense. The year to date 1993 costs and expenses included $4.7 million in impairments for international properties recorded in the first quarter of 1993. Interest expense for the second quarter of 1994 decreased 16 percent to $6.7 million compared to $8.0 million for the second quarter of 1993. For the first six months of 1994, interest expense was $13.7 million, a decrease of 16 per- cent compared to $16.3 million for the same period of 1993. The decreases were due primarily to higher amounts of capitalized interest during 1994 related to an increase in costs excluded from amortization as a result of the offshore lease acquisitions in 1994. Natural Gas Volumes, Prices and Markets During the second quarter of 1994, Anadarko produced 43.0 billion cubic feet (Bcf) or 472 million cubic feet per day (MMcf/d) of natural gas, up 24 percent compared to 34.8 Bcf or 382 MMcf/d of gas in the second quarter of 1993. Anadarko's average U.S. gas price during the second quarter of 1994 was $1.74 per thousand cubic feet (Mcf), a 15 per- cent decrease from $2.05 per Mcf in the second quarter of 1993. The increase in gas production stems primarily from higher production allowables in the Hugoton Field of Kansas and the West Panhandle Field of Texas. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) For the first half of 1994, Anadarko produced 91.2 Bcf or 504 MMcf/d of gas, up 12 percent compared to 81.6 Bcf or 451 MMcf/d of gas for the same period of 1993. The Company's average U.S. gas price for the first six months of 1994 was $1.89 per Mcf, a one percent increase from $1.88 per Mcf for the same period of 1993. Historically, natural gas sales markets have been highly seasonal because of the increase in residential heating demand during the winter. Due to this seasonality, Anadarko's natural gas prices and production volumes and, therefore, financial results have traditionally been stronger in the first and fourth quarters. Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices Anadarko s crude oil and condensate production for the second quarter of 1994 increased 11 percent to 2.1 million barrels (MMBbls) from 1.9 MMBbls in the second quarter of 1993. Anadarko's average U.S. oil price was down 12 percent to $15.66 per barrel in the second quarter of 1994 compared to $17.74 per barrel for the same period in 1993. However, during the second quarter of 1994, the Company's average U.S. oil price improved from $12.36 per barrel in the first quarter of 1994. For the first six months of 1994, crude oil and condensate production was 4.3 MMBbls, an increase of 11 percent compared to 3.8 MMBbls for the same period of 1993. Anadarko's average U.S. oil price for the first half of 1994 was $14.03 per barrel, a decrease of 21 percent compared to $17.70 per barrel for the same period of 1993. The increases in oil production is due primarily to higher volumes from several waterflood oil projects in Southwest Kansas and West Texas. Generally, the Company's oil and condensate production is sold on a monthly basis as it is produced. Production of oil is usually not affected by seasonal swings in market prices. NGLs sales volumes were up 46 percent to 644 thousand barrels (MBbls) at an average price of 30 cents per gallon for the second quarter of 1994. This compares to 442 MBbls at an average price of 31 cents per gallon for the same period of 1993. The increase in volumes is due primarily to higher gas production volumes and an increase in product sold from inventory. NGLs volumes for the first six months of 1994 were up four percent to 1,293 MBbls at an average price of 26 cents per gallon compared to 1,249 MBbls at an average price of 33 cents per gallon during the same period of 1993. The increase in volumes is due primarily to higher gas production volumes offset by an increase in product stored in inventory. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Capital Expenditures, Liquidity and Dividends During the first six months of 1994, Anadarko's capital spending (including capitalized interest and overhead) was $222.4 million compared to $110.0 mill- ion in the same period of 1993. Capital expenditures in both periods related primarily to the Company's oil and gas exploration and development activities. The increase in capital expenditures for 1994 includes $72 million for offshore leases in the Gulf of Mexico that were acquired in March 1994. Net cash from operating activities for the first half of 1994 was $148.6 mill- compared to $147.8 million in the first six months of 1993. Anticipated higher cash flows and proceeds from divestitures have led the Company to increase its original capital budget for 1994 from $370 million to $460 million, an increase of 24 percent. The Company's revised spending budget includes increased investments in offshore leases, exploratory drilling onshore and offshore U.S., and construction of platforms and other development facili- ties in the Gulf of Mexico. In 1994, the Company has received $55 million (of which $31 million was recei- ved during the second quarter) from the sale of properties in Canada, Arkansas, Louisiana and eastern Oklahoma. In addition, the Company expects to offer a package of Rocky Mountain properties for sale later this year. The Company believes cash flows and existing available credit facilities will be sufficient to meet capital and operating requirements during the remainder of 1994. However, Anadarko may pursue other financing options to reduce or stabilize interest costs. In May 1994, the Company entered into a $250 million Revolving Credit Agreement and a $150 million 364-Day Credit Agreement with a group of 11 commercial banks. These Agreements replaced the Revolving Credit Agreement entered into in February 1992. As of June 30, 1994, there were no outstanding borrowings under these Agreements. Anadarko's Board of Directors declared a quarterly dividend of seven and one- half cents per share of common stock outstanding. The dividend is payable on September 28, 1994 to stockholders of record on September 14, 1994. The amount of future dividends for Anadarko will depend on earnings, financial condition, capital requirements and other factors, and will be determined by the Directors on a quarterly basis. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Exploration and Development Drilling During the second quarter of 1994, Anadarko participated in a total of 56 wells, including 25 oil wells, 24 gas wells and seven dry holes. This compares to a total of 47 wells, including 25 oil wells, 18 gas wells and four dry holes during the second quarter of 1993. For the first six months of 1994, Anadarko participated in a total of 128 wells, including 69 oil wells, 39 gas wells and 20 dry holes. This compares to a total of 80 wells, including 40 oil wells, 27 gas wells and 13 dry holes during the first six months of 1993. Anadarko made several significant completions during the quarter. Gulf of Mexico The results of Mahogany No. 2, a well located at Ship Shoal 349, that began drilling in January 1994, were announced in August 1994. Mahogany No. 2 tested at a flow rate of 4,366 barrels of oil per day (BOPD) and 5.3 MMcf/d of gas, with no water, through a 5/16 inch choke with 6,287 pounds per square inch (psi) of flowing tubing pressure. The well was drilled to a total depth of 19,100 feet. Anadarko owns a 37.5 percent working interest in the field. In July 1994, Anadarko and partners announced test results from their second sub-salt discovery named "Teak". The well is located offshore Louisiana on South Timbalier South Addition Block 260. Teak evaluated part of a three-block prospect covering South Timbalier Blocks 259, 260 and 283. Four zones were tested in the well below the salt from 12,000 to 16,600 feet measured depth. Combined, three zones tested 4,431 BOPD and 7.8 MMcf/d of natural gas. The fourth zone produced water with no hydrocarbons. However, the well suffered severe mechanical problems during drilling operations and the wellbore was plugged and abandoned. Further evaluation is needed to determine if the discovery is commercial. Phillips Petroleum Company (Phillips), the operator, and Anadarko each have a 50 percent working interest in the well. In June 1994, Anadarko and partner Phillips announced their third sub-salt prospect named "Mesquite" was a dry hole. The well is located offshore Louisiana at Vermilion Block 349 and was drilled to a total depth of 16,146 feet. Anadarko, the operator, and Phillips each own a 50 percent working interest in the block. Anadarko expects to drill two to three additional sub-salt wells in the remainder of 1994. Algeria In May 1994, results from two wildcat wells drilling on Block 404 were announced. The Hassi Berkine East No. 1 (HBE-1) was plugged and abandoned after reaching a total depth of 14,025 feet in the Devonian formation. The well tested at non-commercial rates. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) The Berkine East No. 1 (BKE-1) began drilling in March 1994 and reached its first pay objective in mid-May. The BKE-1 encountered 165 feet of net oil pay in Triassic sands, with sample fluids indicating 42 degree API crude oil. At the end of July 1994, the BKE-1 was still testing. In May 1994, Anadarko and partners announced plans for the development of the Hassi Berkine Oil Field. Golden Trend In the second quarter of 1994, Anadarko had seven completions in the Golden Trend, located in central Oklahoma. In the Bradley Field, the Mitchusson "A" No. 1-29 well flowed 466 BOPD and 1.9 MMcf/d of gas with flowing tubing pressure of 1,620 psi through a 1/4 inch choke. Anadarko is the oper- ator and has a 75 percent working interest in the well. The Wells No. 1-28 was completed, flowing 57 BOPD and 703 thousand cubic feet per day (Mcf/d) from four intervals. Anadarko owns a 42 percent working interest in the well. Also from the Bradley Field, the Askins "A" No. 1-2 flowed 447 BOPD and 1.2 MMcf/d of gas with flowing tubing pressure of 550 psi. The Maurer "B" No. 1-21 flowed 120 BOPD and 1.5 MMcf/d of gas with flowing tubing pressure of 190 psi. Anadarko owns a 100 percent working interest in both wells. In the Lindsay North Field in McClain County, Oklahoma, the Keith "A" No. 3-19 flowed 108 BOPD and 1.2 MMcf/d of gas from a 7/16 inch choke with flowing tubing pressure of 500 psi. Anadarko owns a 68.8 percent working interest in the well. The Ivey "A" No. 1-27 was completed in the Antioch Southwest Field in Garvin County, Oklahoma. The well flowed 125 BOPD and 1.2 MMcf/d of gas from a 9/16 inch choke. Anadarko owns a 94.5 percent working interest in the well. In Grady County, Oklahoma, the Simms "A" No. 1-2 flowed 174 BOPD and 1.8 MMcf/d of gas through a 3/8 inch choke with flowing tubing pressure of 850 psi. Anadarko owns an 80.5 percent working interest in the well. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Southwest Kansas/Hugoton In the Gentzler Field in Stevens County, Kansas, the Perry "A" No. 2 tested at 1.5 MMcf/d of gas with both shut-in tubing pressure and casing pressure of 1,100 psi. The Ratcliff "B" No. 2 was reported with flow potential of 2.9 MMcf/d of gas with shut-in pressure on both tubing and casing pressure in excess of 1,300 psi. Anadarko own a 100 percent interest in both wells. In the Stirrup Field in Morton County, Kansas, the Callahan "A" No. 1 yielded 5.2 MMcf/d of gas through a one-inch choke. Anadarko owns a 100 percent working interest in the well. The Hitch Unit No. 3-3, in Seward County, Kansas, flowed 600 BOPD and 20 Mcf/d of gas. Anadarko owns a 90 percent working interest in the well. Permian Basin/West Texas In Irion County, Texas, the Ketchum Mountain (Clearfork) Unit No. 33-03 was completed. The well flowed 216 BOPD and 300 Mcf/d of gas from a 5/16 inch choke. Anadarko is operator and owns an 88.6 percent working interest in the well. On July 1, 1994, Anadarko finalized a like-kind property exchange with Phillips. Anadarko traded its small working interest in three mature secon- dary units operated by Phillips for a 100 percent working interest in three primary producing leases surrounded by and adjacent to the Goldsmith Cummins Deep Unit. The Company plans to initiate waterflood operations on these leases early next year. Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Orginally Filed Exhibit No. Description As Exhibit 4(a) Revolving Credit Agreement Dated as 4.1 to Form S-8 of May 24, 1994 dated July 8, 1994 4(b) 364-Day Credit Agreement Dated as of 4.2 to Form S-8 May 24, 1994 dated July 8, 1994 (b) Reports on Form 8-K There were no reports filed on Form 8-K for the three months ended June 30, 1994. 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 duly authorized officer and principal financial officer. ANADARKO PETROLEUM CORPORATION (Registrant) August 11, 1994 [MICHAEL E. ROSE] Michael E. Rose - Senior Vice President, Finance and Chief Financial Officer