============================================================================== 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, 1995 Commission File Number: 1-8968 _____________________ ANADARKO PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 76-0146568 (State of incorporation) (I.R.S. Employer Identification No.) 17001 NORTHCHASE DRIVE, HOUSTON, TEXAS 77060 (Address of executive offices) (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 31, 1995 is shown below: Number of Shares Title of Class Outstanding Common Stock, $0.10 par value 58,923,759 ============================================================================== 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 1995 1994 1995 1994 Revenues Gas sales $ 69,323 $ 77,435 $127,855 $176,436 Oil and condensate sales 34,434 33,167 65,387 59,182 Natural gas liquids and other 10,133 10,460 23,475 19,073 Total 113,890 121,062 216,717 254,691 Costs and Expenses Operating expenses 24,712 28,797 52,166 55,706 Administrative and general 14,832 15,504 28,922 29,883 Depreciation, depletion and amortization 42,130 42,978 78,834 90,683 Other taxes 9,970 10,954 20,186 21,787 Total 91,644 98,233 180,108 198,059 Operating Income 22,246 22,829 36,609 56,632 Other Income 213 943 272 1,175 Gross Income 22,459 23,772 36,881 57,807 Interest Expense 9,012 6,703 17,024 13,717 Income before Income Taxes 13,447 17,069 19,857 44,090 Income Taxes 4,394 5,386 6,724 15,345 Net Income $ 9,053 $ 11,683 $ 13,133 $ 28,745 Per Common Share Net income $ 0.15 $ 0.20 $ 0.22 $ 0.49 Dividends $ 0.075 $ 0.075 $ 0.15 $ 0.15 Average Number of Shares Outstanding 58,910 58,762 58,894 58,727 See accompanying notes to consolidated financial statements. 2 Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) June 30, December 31, thousands 1995 1994 ASSETS Current Assets Cash and cash equivalents $ 11,605 $ 6,530 Accounts receivable 94,005 115,181 Inventories, at average cost 16,094 13,420 Prepaid expenses 440 3,496 Total 122,144 138,627 Properties and Equipment Original cost 3,546,311 3,446,252 Less accumulated depreciation, depletion and amortization 1,521,479 1,460,196 Net properties and equipment - based on the full cost method of accounting for oil and gas properties 2,024,832 1,986,056 Deferred Charges 9,785 17,418 $2,156,761 $2,142,101 See accompanying notes to consolidated financial statements. 3 Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEET (continued) (Unaudited) June 30, December 31, thousands 1995 1994 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable Trade and other $ 66,145 $ 95,829 Banks 6,059 14,287 Accrued expenses Interest 9,892 7,676 Taxes and other 15,305 10,359 Total 97,401 128,151 Long-term Debt 666,720 629,281 Deferred Credits Deferred income taxes 445,280 438,684 Other 40,831 46,386 Total 486,111 485,070 Stockholders' Equity Common stock, par value $0.10 (200,000,000 shares authorized, 58,917,270 and 58,857,290 shares issued and outstanding as of June 30, 1995 and December 31, 1994, respectively) 6,037 5,931 Preferred stock, par value $1.00 (2,000,000 shares authorized, no shares issued as of June 30, 1995 and December 31, 1994) --- --- Paid-in capital 289,537 243,976 Retained earnings (as of June 30, 1995, $256,529,000 was not restricted as to the payment of dividends) 657,332 653,112 Deferred compensation (3,127) (3,420) Executives and directors benefits trust, at market value (1,000,000 shares as of June 30, 1995) (43,250) --- Total 906,529 899,599 $2,156,761 $2,142,101 See accompanying notes to consolidated financial statements. 4 Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Six Months Ended June 30 thousands 1995 1994 Cash Flow from Operating Activities Net income $ 13,133 $ 28,745 Adjustments to reconcile net income to net cash from operating activities: Depreciation, depletion and amortization 78,834 90,683 Amortization of restricted stock 819 554 Deferred income taxes 6,624 14,964 99,410 134,946 Decrease in accounts receivable 21,176 16,972 Increase in inventories (2,674) (2,737) Decrease in accounts payable - trade and other and accrued expenses (22,522) (7,003) Other items - net 6,466 6,402 Net cash from operating activities 101,856 148,580 Cash Flow from Investing Activities Additions to properties and equipment (121,561) (222,784) Sales and retirements of properties and equipment 2,591 57,960 Net cash used in investing activities (118,970) (164,824) Cash Flow from Financing Activities Additions to debt 155,000 74,792 Retirements of debt (117,561) (11,000) Decrease in accounts payable, banks (8,228) (2,350) Dividends paid (8,913) (8,811) Issuance of common stock 1,891 3,246 Issuance of treasury stock 252 --- Purchase of treasury stock (252) (355) Net cash from financing activities 22,189 55,522 Effect of Exchange Rate Changes on Cash --- (738) Net Increase in Cash and Cash Equivalents 5,075 38,540 Cash and Cash Equivalents at Beginning of Period 6,530 17,799 Cash and Cash Equivalents at End of Period $ 11,605 $ 56,339 See accompanying notes to consolidated financial statements. 5 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 (NGLs). The terms "Anadarko" and "Company" refer to Anadarko Petroleum Corporation and its subsidiaries. The principal subsidiaries of Anadarko are Anadarko Gathering Company, Anadarko Trading Company and Anadarko Algeria Corporation. In December 1994, the Company sold its wholly-owned subsidiary, Anadarko Petroleum of Canada Ltd. Certain amounts for prior years have been reclassified to conform to the current presentation. 2.Inventories Inventories are stated at the lower of average cost or market. NGLs and natural gas, when sold from inventory, are charged to expense using the average-cost method. The major classes of inventories are as follows: June 30, December 31, thousands 1995 1994 Materials and supplies $12,427 $11,953 Natural gas liquids, stored in inventory 1,072 842 Natural gas, stored in inventory 2,595 625 $16,094 $13,420 3.Properties and Equipment Oil and gas properties include costs of $256,289,000 and $270,956,000 at June 30, 1995 and December 31, 1994, 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 1995 1994 Notes Payable, Banks $104,000 $ 49,000 Commercial Paper 62,720 180,281 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 7 1/4% Debentures due 2025 100,000 --- $666,720 $629,281 6 Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) 4.Long-term Debt (continued) In March 1995, Anadarko issued $100,000,000 principal amount of 7 1/4% Debentures due 2025. Each Debenture holder has the one-time right to have the Company purchase on March 15, 2000, all or a portion of, the Debenture at a purchase price equal to par plus accrued and unpaid interest. Net proceeds from the offering were used to fix existing floating interest rate debt. The notes payable to banks and commercial paper have been classified as long-term debt in accordance with Statement of Financial Accounting Standards No. 6, "Classification of Short-term Obligations Expected to be Refinanced", under the terms of Anadarko's Bank Credit Agreements. 5.Stock In May 1995, the Company issued 1,000,000 shares of common stock to the Anadarko Petroleum Corporation Executives and Directors Benefits Trust (Trust) to secure present and future unfunded benefit obligations of the Company. The shares issued to the Trust are not considered outstanding for quorum or voting calculations, but the Trust will receive dividends. The shares are included in the calculation of earnings per share under the treasury stock method and have no dilutive effect. The fair market value of these shares is included in common stock and paid-in capital and as a reduction to stockholders' equity. As of June 30, 1995, there were 1,000,000 shares in the Trust. For the second quarter of 1995, dividends of seven and one-half cents per share were paid to holders of common stock. Under the most restrictive provisions of the various credit agreements, which limit the payment of dividends by the Company, retained earnings of $256,529,000 and $249,599,000 were not restricted as to the payment of dividends at June 30, 1995 and December 31, 1994, respectively. 6.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 1995 1994 Interest $14,161 $12,472 Income taxes $ 1,008 $ 628 7 Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) 7.Operating Expenses Operating expenses by category are as follows: Three Months Ended Six Months Ended June 30 June 30 thousands 1995 1994 1995 1994 Oil and gas $16,512 $18,532 $32,348 $35,640 Plant and gathering 5,748 6,272 13,608 11,752 Gas purchases 2,158 3,868 4,863 8,098 Other 294 125 1,347 216 Total $24,712 $28,797 $52,166 $55,706 8. 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, 1995 and December 31, 1994, the results of operations for the three and six months ended June 30, 1995 and 1994, and cash flows for the six months ended June 30, 1995 and 1994. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview of Operating Results For the second quarter of 1995, Anadarko's net income was $9.1 million (15 cents per share of common stock outstanding) compared to net income of $11.7 million (20 cents per share) for the second quarter of 1994. Revenues for the second quarter of 1995 were $113.9 million, down six percent compared to $121.1 million for the second quarter of 1994. The decrease in net income and revenues for the second quarter of 1995 is due primarily to lower natural gas prices and lower production volumes of crude oil. For the first six months of 1995, Anadarko's net income was $13.1 million (22 cents per share). This compares to net income of $28.7 million (49 cents per share) for the same period of 1994. Revenues for the first six months of 1995 were $216.7 million, a decrease of 15 percent compared to $254.7 million for the same period of 1994. The decrease in net income and revenues for the first six months of 1995 is due primarily to lower natural gas production and prices and lower production volumes of crude oil. The following table shows the Company's volumes and U.S. prices for the three and six months ended June 30, 1995 and 1994: Three Months Ended June 30 % Increase 1995 1994 (Decrease) Natural gas, million cubic feet 43,546 42,957 1 Price per thousand cubic feet $ 1.46 $ 1.74 (16) Crude oil and condensate, thousand barrels 1,936 2,119 (9) Price per barrel $ 17.44 $ 15.66 11 Natural gas liquids, thousand barrels 754 823 (8) Price per gallon $ 0.30 $ 0.29 3 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Six Months Ended June 30 % Increase 1995 1994 (Decrease) Natural gas, million cubic feet 84,866 91,185 (7) Price per thousand cubic feet $ 1.38 $ 1.89 (27) Crude oil and condensate, thousand barrels 3,774 4,255 (11) Price per barrel $ 16.97 $ 14.03 21 Natural gas liquids, thousand barrels 1,768 1,645 7 Price per gallon $ 0.31 $ 0.26 19 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 1995 were $91.6 million, a decrease of seven percent compared to $98.2 million for the second quarter of 1994. The decrease was mostly related to lower operating expenses and partially offset the decline in the quarter's revenues. For the first six months of 1995, costs and expenses totaled $180.1 million, a decrease of nine percent compared to $198.1 million for the first six months of 1994. The decrease is primarily due to lower charges for depletion, depreciation and amortization and lower operating expenses. Interest expense for the second quarter of 1995 increased 34 percent to $9.0 million compared to $6.7 million for the second quarter of 1994. For the first six months of 1995, interest expense was $17.0 million, an increase of 24 percent compared to $13.7 million for the same period of 1994. The increases primarily are due to higher levels of borrowings and interest rates in 1995. Natural Gas Volumes, Prices and Markets During the second quarter of 1995, Anadarko produced 43.5 billion cubic feet (Bcf) or 479 million cubic feet per day (MMcf/d) of natural gas, up one percent compared to 43.0 Bcf or 472 MMcf/d of gas in the second quarter of 1994. Anadarko's average U.S. gas price during the second quarter of 1995 was $1.46 per thousand cubic feet (Mcf), a 16 percent decrease from $1.74 per Mcf in the second quarter of 1994. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) For the first half of 1995, Anadarko produced 84.9 Bcf or 469 MMcf/d of gas, down seven percent compared to 91.2 Bcf or 504 MMcf/d of gas for the same period of 1994. The Company's average U.S. gas price for the first six months of 1995 was $1.38 per Mcf, a 27 percent decrease from $1.89 per Mcf for the same period of 1994. The decrease in gas production volumes primarily is due to divestitures of properties in late 1994 and the Company's decision to curtail some production during periods of weak prices in the first quarter of 1995. Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices Anadarko's crude oil and condensate production for the second quarter of 1995 decreased nine percent to 1.9 million barrels (MMBbls) from 2.1 MMBbls in the second quarter of 1994. Anadarko's average U.S. oil price was up 11 percent to $17.44 per barrel in the second quarter of 1995 compared to $15.66 per barrel for the same period in 1994. For the first six months of 1995, crude oil and condensate production was 3.8 MMBbls, a decrease of 11 percent compared to 4.3 MMBbls for the same period of 1994. Anadarko's average U.S. oil price for the first half of 1995 was $16.97 per barrel, an increase of 21 percent compared to $14.03 per barrel for the same period of 1994. The decline in oil and condensate production for both periods of 1995 primarily is due to divestitures of properties during late 1994. 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 volatility in market prices. NGLs sales volumes were down eight percent to 754 thousand barrels (MBbls) at an average price of 30 cents per gallon for the second quarter of 1995. This compares to 823 MBbls at an average price of 29 cents per gallon for the same period of 1994. NGLs volumes for the first six months of 1995 were up seven percent to 1,768 MBbls at an average price of 31 cents per gallon compared to 1,645 MBbls at an average price of 26 cents per gallon during the same period of 1994. Hedging Strategies Anadarko uses financial instruments to limit exposure to changes in the market price of natural gas and crude oil for both the Company and its customers. While financial instruments are intended to reduce the Company's exposure to declines in the market price of natural gas and crude oil, the financial instruments may also limit Anadarko's gain from increases in the market price of natural gas and crude oil. As a result, gains and losses on financial instruments are generally offset by similar changes in the realized price of natural gas and crude oil. Gains and losses are recognized in revenues for the periods to which the financial instruments relate. Anadarko's financial instruments currently are comprised of futures, swaps and options. 11 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 1995, Anadarko's capital spending (including capitalized interest and overhead) was $121.0 million compared to $222.4 million in the same period of 1994. Capital expenditures in both periods related primarily to the Company's oil and gas exploration and development activities. Capital expenditures for 1994 included $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 1995 was $101.9 million compared to $148.6 million in the first six months of 1994. Sources of funds for the Company's capital spending programs include: cash flows; existing available credit facilities; and, proceeds from sales of producing properties, where the Company may totally divest non-core properties or reduce (sell-down) its interest in core properties. The Company believes these sources will be sufficient to meet capital and operating requirements during the remainder of 1995. In addition, Anadarko may pursue other financing options to reduce or stabilize interest costs. In March 1995, Anadarko issued $100 million principal amount of 7 1/4% Debentures due 2025. Each Debenture holder has the one-time right to have the Company purchase on March 15, 2000, all or a portion of, the Debenture at a purchase price equal to par plus the accrued and unpaid interest. Net proceeds from the offering were used to fix floating interest rate debt. Anadarko's Board of Directors declared a quarterly dividend of seven and one-half cents per share of common stock. The dividend is payable on September 27, 1995 to stockholders of record on September 13, 1995. Under the most restrictive provisions of the various credit agreements, which limit the payment of dividends by the Company, retained earnings of $256,529,000 were not restricted as to the payment of dividends at June 30, 1995. 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. In May 1995, the Company issued 1,000,000 shares of common stock to the Anadarko Petroleum Corporation Executives and Directors Benefits Trust (Trust) to secure present and future unfunded benefit obligations of the Company. The shares issued to the Trust are not considered outstanding for quorum or voting calculations, but the Trust will receive dividends. The shares are included in the calculation of earnings per share under the treasury stock method and have no dilutive effect. 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Exploration and Development Drilling During the second quarter of 1995, Anadarko participated in a total of 76 wells, including 37 oil wells, 25 gas wells and 14 dry holes. This compares to a total of 56 wells, including 25 oil wells, 24 gas wells and seven dry holes during the second quarter of 1994. For the first six months of 1995, Anadarko participated in a total of 153 wells, including 79 oil wells, 52 gas wells and 22 dry holes. This compares to a total of 128 wells, including 69 oil wells, 39 gas wells and 20 dry holes during the first six months of 1994. International Algeria In July 1995, Anadarko and partners announced test results from the Berkine East No.2 (BKE-2) well. The BKE-2 well tested at a rate of 17,309 barrels of oil per day (BOPD) and 3.9 MMcf/d of gas through a 68/64" choke at 1,227 pounds per square inch (psi) of flowing tubing pressure from 190 feet of perforations. This appraisal well is located in the Ghadames Basin on Block 404. It is approximately 1.5 miles from an August 1994 discovery, the BKE-1. The BKE-2 is Anadarko's third successful appraisal well in Algeria. In the Algerian venture, the company has two partners, each with a 25 percent interest; they are LASMO Oil (Algeria) Limited, a wholly-owned subsidiary of LASMO plc, and Maersk Olie Algeriet AS, a wholly-owned subsidiary of Maersk Olie OG Gas AS, a company in the Danish A.P. Moeller group. Under terms of a Production Sharing Agreement, liquid hydrocarbons that are discovered, developed and produced will be shared by Anadarko, its two partners and Sonatrach, the national oil and gas enterprise of Algeria. Political unrest continues in Algeria. Anadarko is closely monitoring the situation and has taken reasonable and prudent steps to ensure the safety of its employees working in the remote regions of the Sahara Desert. The situation has not had any material effect on the Company's operations to date. United States - Offshore Matagorda Island The Matagorda Island 636 #1 well was completed during May 1995. This exploratory gas well was drilled in 1994 and suspended, pending the installation of production equipment. The well had initial test results of 2.8 MMcf/d of gas and 38 barrels of condensate per day (BCPD) with flowing tubing pressure of 6,054 psi. The second well, the Matagorda Island 622 #6 had initial gas volumes of 15.6 MMcf/d and 191 BCPD through a 7/64" choke with flowing tubing pressure of 4,815 psi. Amoco Production Company is the operator. Anadarko has a 37.5 percent working interest in both wells. United States - Onshore Alaska In the 1994-95 winter drilling season, Anadarko and partners received encouraging results from two wells drilled in the Colville River Delta on Alaska's North Slope. Partners in the Alaska exploration program include operator, Arco Alaska (56 percent working interest), Union Texas Petroleum (22 percent) and Anadarko (22 percent). 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) In June 1995, Union Texas announced that the partners had discovered 100 million barrels of oil reserves. Although additional drilling success in the 1995-96 drilling program is needed to justify commercial development, the partners are working now to reduce drilling and field development costs. Arco is conducting advance work on engineering design and permitting so if the field is later proven commercial, the partners will have a jump-start on the development process. Depending on the condition of the frozen tundra on the North Slope, the 1996 winter drilling season will begin about February and run through early April. Since the area of exploration is a river delta, the water and ground must be frozen hard enough to support travel. All equipment must be moved out before the ice begins to thaw in May. Permian Basin West Texas In the Ketchum Mountain Field of Irion County, Texas, 15 wells were completed in the second quarter of 1995. Initial production from the 15 wells totaled 995 BOPD. Additional leasing and continued development drilling are planned for 1995. Anadarko owns a 100 percent working interest in the wells. The Company assumed operations of the TXL South Unit with the trade acquisition of Texaco's interest in November 1994. Since that date, production has increased from 650 BOPD to 1,370 BOPD, the highest rate in 20 years. This increase is attributed to the reactivation of 47 shut-in producers and the drilling of four new infill producers. A three- to four-year program of waterflood expansion and drilling is expected to further increase oil production. Panhandle West Texas Four wells were completed in the second quarter of 1995 in the Red Cave Formation, located in Moore County Texas. Combined rates from the four completed wells was 4.3 MMcf/d. Projected development drilling for the remainder of the year includes 11 additional wells. Anadarko owns a 100 percent working interest in the wells. Golden Trend Oklahoma In the Bradley Field of Grady County, Oklahoma, two wells were completed in the second quarter of 1995. Combined initial tests rates were 81 BOPD and 2.9 MMcf/d of gas. In the Antioch Field of Oklahoma, one well was completed during the second quarter. Initial tests rates were 155 BOPD and 1.0 MMcf/d of gas. In the Lindsay Field of Oklahoma, two wells were completed in the second quarter of 1995. Combined initial tests rates were 239 BOPD and 1.0 MMcf/d of gas. The Company owns an average 85.6 percent working interest in these wells. Production for all of the wells is from the Sycamore/Woodford/Hunton/Viola intervals. 14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Southwest Kansas During the second quarter of 1995, the Santa Fe "E" #2 well was completed. Located in the Angman Field of Seward county, the initial test rate was 2.4 MMcf/d from a 19/64" choke, with flowing tubing pressure of 900 psi. The Santa Fe "E" #3 is currently being completed. There have been 27 completions in the first half of 1995 from the Hugoton Field drilling program. Twenty-two infill wells were drilled with average production per well of 322 thousand cubic feet per day (Mcf/d). Five Hugoton primary wells were completed with average initial production of 330 Mcf/d. Combined initial production from the 27 new wells is 8.7 MMcf/d. The Company's working interest in these wells ranges between 34 and 100 percent. Anadarko is the operator of 26 of these wells. Through June 1995, 336 infill wells have been drilled and completed. 15 Part II. OTHER INFORMATION Item 1. Legal Proceedings Heritage Resources, Inc. Litigation Pursuant to an order of the 162nd Judicial District Court for Dallas County, Texas, dated January 29, 1988, requiring all owners of interests in certain properties in Winkler County, Texas, to be joined as parties Plaintiff or parties Defendant, Anadarko has entered, as a party Plaintiff, a suit filed against Heritage Resources, Inc. (Heritage) by Tribal Drilling Company. The Plaintiffs, among other things, seek to have Heritage removed as operator of a well in which Plaintiffs own interests. The Defendants have asserted counterclaims against Anadarko and the 19 other Plaintiffs alleging that, among other things, the assertions of the Plaintiffs are frivolous and were made in bad faith and the Plaintiffs breached the joint operating agreements. The trial is scheduled to begin on May 6, 1996. While the outcome of the litigation cannot be predicted, Anadarko's management believes that any recovery on the counterclaims in a material amount is remote. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description 4(a) Indenture for Senior Debt Securities, dated as of March 1, 1995, between Anadarko Petroleum Corporation and the Chase Manhattan Bank, N.A., Trustee 4(b) Distribution Agreement, dated as of March 9, 1995, for $300,000,000 Medium-Term Notes, Series A 27 Financial Data Schedule (b) Reports on Form 8-K There were no reports filed on Form 8-K for the three months ended June 30, 1995. 16 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, 1995 [MICHAEL E. ROSE] Michael E. Rose - Senior Vice President, Finance and Chief Financial Officer