============================================================================== 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: September 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 October 31, 1995 is shown below: Number of Shares Title of Class Outstanding Common Stock, $0.10 par value 58,987,099 ============================================================================== PART I. FINANCIAL INFORMATION Item 1. Financial Statements ANADARKO PETROLEUM CORPORATION CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three Months Ended Nine Months Ended September 30 September 30 thousands 1995 1994 1995 1994 Revenues Gas sales $60,256 $ 67,083 $188,111 $243,519 Oil and condensate sales 30,066 34,753 95,453 93,935 Natural gas liquids and other 8,961 10,675 32,436 29,748 Total 99,283 112,511 316,000 367,202 Cost and Expenses Operating expenses 26,146 25,283 78,312 80,989 Administrative and general 13,099 15,339 42,021 45,222 Depreciation, depletion and amortization 42,718 40,807 121,552 131,490 Other taxes 8,535 10,195 28,721 31,982 Provisions for impairments of international properties 250 --- 250 --- Total 90,748 91,624 270,856 289,683 Operating Income 8,535 20,887 45,144 77,519 Other Income 260 698 532 1,873 Gross Income 8,795 21,585 45,676 79,392 Interest Expense 9,247 7,126 26,271 20,843 Income (Loss) before Income Taxes (452) 14,459 19,405 58,549 Income taxes (1,559) 4,154 5,165 19,499 Net Income $ 1,107 $ 10,305 $ 14,240 $ 39,050 Per Common Share Net income $ 0.02 $ 0.18 $ 0.24 $ 0.66 Dividends $ 0.075 $ 0.075 $ 0.225 $ 0.225 Average Number of Shares Outstanding 58,949 58,802 58,913 58,752 See accompanying notes to consolidated financial statements. -2- Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) September 30, December 31, thousands 1995 1994 ASSETS Current Assets Cash and cash equivalents $ 7,763 $ 6,530 Accounts receivable 83,879 115,181 Inventories, at average cost 14,593 13,420 Prepaid expenses 3,964 3,496 Total 110,199 138,627 Properties and Equipment Original cost 3,561,000 3,446,252 Less accumulated depreciation, depletion and amortization 1,531,145 1,460,196 Net properties and equipment - based on the full cost method of accounting for oil and gas properties 2,029,855 1,986,056 Deferred Charges 11,772 17,418 $2,151,826 $2,142,101 See accompanying notes to consolidated financial statements. -3- Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEET (continued) (Unaudited) September 30, December 31, thousands 1995 1994 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Accounts payable Trade and other $ 60,461 $ 95,829 Banks 5,719 14,287 Accrued expenses Interest 8,112 7,676 Taxes and other 17,467 10,359 Total 91,759 128,151 Long-term Debt 669,076 629,281 Deferred Credits Deferred income taxes 443,238 438,684 Other 41,875 46,386 Total 485,113 485,070 Stockholders' Equity Common stock, par value $0.10 (200,000,000 shares authorized, 58,982,497 and 58,857,290 shares issued and outstanding as of September 30, 1995 and December 31, 1994, respectively) 6,043 5,931 Preferred stock, par value $1.00 (2,000,000 shares authorized, no shares issued as of September 30, 1995 and December 31, 1994) --- --- Paid-in capital 295,981 243,976 Retained earnings (as of September 30, 1995, $255,878,000 was not restricted as to the payment of dividends) 653,938 653,112 Deferred compensation (2,709) (3,420) Executives and directors benefits trust, at market value (1,000,000 shares as of September 30, 1995) (47,375) --- Total 905,878 899,599 $2,151,826 $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) Nine Months Ended September 30 thousands 1995 1994 Cash Flow from Operating Activities Net income $ 14,240 $ 39,050 Adjustments to reconcile net income to net cash from operating activities: Depreciation, depletion and amortization 121,552 131,490 Provision for impairment of international properties 250 --- Amortization of restricted stock 1,237 900 Deferred income taxes 5,006 17,386 142,285 188,826 Decrease in accounts receivable 31,302 20,677 Increase in inventories (1,173) (4,209) Increase (decrease) in accounts payable - other and accrued expenses (27,824) 5,649 Other items - net 611 1,857 Net cash from operating activities 145,201 212,800 Cash Flow from Investing Activities Additions to properties and equipment (173,917) (337,617) Sales and retirements of properties and equipment 7,920 59,144 Net cash used in investing activities (165,997) (278,473) Cash Flow from Financing Activities Additions to debt 213,100 113,076 Retirements of debt (173,305) --- Increase (decrease) in accounts payable, banks (8,568) 343 Dividends paid (13,414) (13,222) Issuance of common stock 4,216 3,844 Issuance of treasury stock 374 316 Purchase of treasury stock (374) (355) Net cash from financing activities 22,029 104,002 Effect of Exchange Rate Changes on Cash --- (246) Net Increase in Cash and Cash Equivalents 1,233 38,083 Cash and Cash Equivalents at Beginning of Period 6,530 17,799 Cash and Cash Equivalents at End of Period $ 7,763 $ 55,882 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: September 30, December 31, thousands 1995 1994 Materials and supplies $12,895 $11,953 Natural gas liquids, stored in inventory 1,510 842 Natural gas, stored in inventory 188 625 $14,593 $13,420 3.Properties and Equipment Oil and gas properties include costs of $226,238,000 and $270,956,000 at September 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. During the third quarter of 1995, the Company made provisions for impair- ments of international properties of $250,000, which were related to oil and gas properties. These impairments related to unsuccessful activities in various international locations. 4.Long-term Debt A summary of long-term debt follows: September 30, December 31, thousands 1995 1994 Notes Payable, Banks $162,100 $ 49,000 Commercial Paper 6,976 180,281 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 --- $669,076 $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 September 30, 1995, there were 1,000,000 shares in the Trust. For the third 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 $255,878,000 and $249,599,000 were not restricted as to the payment of dividends at September 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: Nine Months Ended September 30 thousands 1995 1994 Interest $23,439 $18,586 Income taxes $ 1,008 $ 451 -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 Nine Months Ended September 30 September 30 thousands 1995 1994 1995 1994 Oil and gas $18,127 $16,447 $50,475 $52,087 Plant and gathering 5,772 5,511 19,380 17,263 Gas purchases 2,151 3,059 7,014 11,157 Other 96 266 1,443 482 Total $26,146 $25,283 $78,312 $80,989 8. Income Taxes Financial results in the third quarter of 1995 benefited from lower income taxes, primarily due to Section 29 credits, following final reconciliation of the Company's 1994 taxes. 9. 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 September 30, 1995 and December 31, 1994, the results of operations for the three and nine months ended September 30, 1995 and 1994, and cash flows for the nine months ended September 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 third quarter of 1995, Anadarko's net income was $1.1 million (two cents per share of common stock outstanding) compared to net income of $10.3 million (18 cents per share) for the third quarter of 1994. Revenues for the third quarter of 1995 were $99.3 million, down 12 percent compared to $112.5 million for the third quarter of 1994. Financial results in the third quarter of 1995 benefited from lower income taxes, primarily due to Section 29 tax credits, following final reconciliation of the Company's 1994 taxes. The significant decrease in net income and revenues is due primarily to sharply lower natural gas prices and lower volumes and prices of crude oil. For the first nine months of 1995, Anadarko's net income was $14.2 million (24 cents per share). This compares to net income of $39.1 million (66 cents per share) for the same period of 1994. Revenues for the first nine months of 1995 were $316 million, a decrease of 14 percent compared to $367.2 million for the same period of 1994. The decline in net income and revenues is due primarily to lower prices and production for natural gas and lower production volumes of crude oil in 1995. The following table shows the Company's volumes and U.S. prices for the three and nine months ended September 30, 1995 and 1994: Three Months Ended September 30 % Increase 1995 1994 (Decrease) Natural gas, million cubic feet 42,301 40,925 3 Price per thousand cubic feet $ 1.27 $ 1.59 (20) Crude oil and condensate, thousand barrels 1,820 2,066 (12) Price per barrel $ 15.94 $ 16.55 (4) Natural gas liquids, thousand barrels 658 786 (16) Price per gallon $ 0.30 $ 0.31 (3) -9- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Nine Months Ended September 30 % Increase 1995 1994 (Decrease) Natural gas, million cubic feet 127,167 132,110 (4) Price per thousand cubic feet $ 1.35 $ 1.80 (25) Crude oil and condensate thousand barrels 5,594 6,321 (12) Price per barrel $ 16.63 $ 14.88 12 Natural gas liquids, thousand barrels 2,426 2,431 -- Price per gallon $ 0.30 $ 0.28 7 See "Natural Gas Volumes, Prices and Markets" and "Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices". Costs and expenses during the third quarter of 1995 were $90.7 million, a decrease of one percent compared to $91.6 million for the third quarter of 1994. The decrease is primarily due to lower administrative and general expenses and lower production taxes. These decreases were partially offset by higher depreciation and oil and gas operating expenses. For the first nine months of 1995, costs and expenses were $270.9 million, a decrease of $18.8 million (six percent) compared to $289.7 million for the first nine months of 1994. The decrease is related primarily to lower natural gas and oil production volumes and lower natural gas prices, which resulted in lower depreciation, depletion and amortization, production taxes and operating expenses. Interest expense for the third quarter of 1995 was $9.2 million, an increase of 30 percent compared to $7.1 million for the third quarter of 1994. For the first nine months of 1995, interest expense was $26.3 million, an increase of 26 percent compared to $20.8 million for the same period of 1994. The increases in interest expense for both periods of 1995 are due primarily to higher levels of borrowing and interest rates during 1995. Natural Gas Volumes, Prices and Markets During the third quarter of 1995, Anadarko produced 42.3 billion cubic feet (Bcf) or 460 million cubic feet per day (MMcf/d) of natural gas, up three percent compared to 40.9 Bcf or 445 MMcf/d of gas in the third quarter of 1994. Anadarko's average U.S. gas price during the third quarter of 1995 was $1.27 per thousand cubic feet (Mcf), a 20 percent decrease from $1.59 per Mcf in the third quarter of 1994. For the first nine months of 1995, Anadarko produced 127.2 Bcf or 466 MMcf/d of gas, down four percent compared to 132.1 Bcf or 484 MMcf/d of gas for the same period of 1994. The Company's average U.S. gas price for the first nine months of 1995 was $1.35 per Mcf, a 25 percent decrease from $1.80 per Mcf for the same period of 1994. -10- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices Anadarko's crude oil and condensate production for the third quarter of 1995 decreased 12 percent to 1.8 million barrels (MMBbls) or 19.8 thousand barrels of oil per day (MBOPD) from 2.1 MMBbls or 22.5 MBOPD in the third quarter of 1994. The decline is partially due to sales of producing properties in 1994. Anadarko's average U.S. oil price decreased four percent to $15.94 per barrel in the third quarter of 1995 compared to $16.55 per barrel for the same period in 1994. For the first nine months of 1995, crude oil and condensate production was 5.6 MMBbls or 20.5 MBOPD, a decrease of 12 percent compared to 6.3 MMBbls or 23.2 MBOPD for the same period of 1994. The decline is partially due to sales of producing properties in 1994. Anadarko's average U.S. oil price for the first nine months of 1995 was $16.63 per barrel, an increase of 12 percent compared to $14.88 per barrel for the same period of 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. Natural gas liquids (NGLs) sales volumes were down 16 percent to 658 thousand barrels (MBbls) at an average price of 30 cents per gallon for the third quarter of 1995. This compares to 786 MBbls at an average price of 31 cents per gallon for the same period of 1994. NGLs volumes for the first nine months of 1995 were flat at 2.4 MMBbls at an average price of 30 cents per gallon compared to an average price of 28 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. Capital Expenditures, Liquidity and Dividends During the first nine months of 1995, Anadarko's capital spending (including capitalized interest and overhead) was $173.9 million compared to $337.2 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. Investment levels have also decreased for 1995 compared to 1994 due to lower prices for natural gas in 1995. -11- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Net cash from operating activities for the first nine months of 1995 was $145.2 million compared to $212.8 million in the same period of 1994. Sources of funds for the Company's capital spending programs include: cash flows; existing available credit facilities; and, proceeds from sales of 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, the Company 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 December 27, 1995 to stockholders of record on December 13, 1995. Under the most restrictive provisions of the various credit agreements, which limit the payment of dividends by the Company, retained earnings of $255.9 million were not restricted as to the payment of dividends at September 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 one million 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. Exploration and Development Drilling During the third quarter of 1995, Anadarko participated in a total of 46 wells, including 12 oil wells, 28 gas wells and 6 dry holes. This compares to a total of 66 wells, including 36 oil wells, 18 gas wells and 12 dry holes during the third quarter of 1994. For the first nine months of 1995, Anadarko participated in a total of 199 wells, including 91 oil wells, 80 gas wells and 28 dry holes. This compares to a total of 194 wells, including 105 oil wells, 57 gas wells and 32 dry holes during the first nine months of 1994. -12- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) International Algeria In October 1995, Anadarko and partners announced results from two field delineation wells drilled recently in the Sahara Desert. In the Hassi Berkine South area, the HBNS No. 2 well was drilled to a total depth of 3,400 meters (11,155 feet) and encountered 6.5 meters (21 feet) of net oil pay out of a 25 meter (82 feet) net Triassic sandstone. The HBNS No. 2 flowed at a stabilized rate of 3,631 barrels of oil per day (BOPD) and 3.9 MMcf/d through a 1/2 inch choke at 1,589 pounds per square inch (psi) flowing tubing pressure. The well flowed 42 degree API gravity oil with no H2S, CO2, or water and the gas/oil ratio was 1,081 standard cubic feet per barrel. The HBNS No. 2 well confirmed the excellent quality and continuity of pay sands across the HBNS structure at a location six kilometers (four miles) southwest of the HBNS No. 1B well, which encountered 26 meters (85 feet) of net pay and tested at 16,000 BOPD and 17.8 MMcf/d of gas earlier this year. The No. 2 well established the oil/water contact for the HBNS structure. Pressure tests confirm communication and reservoir continuity between the HBNS No. 2 and HBNS No. 1B wells. Just north of these wells, in the Hassi Berkine area, the HBN No. 4 delineation well was drilled to a total depth of 3,425 meters (11,237 feet) at a location 5.5 kilometers (3.3 miles) from the discovery well. The HBN No. 4 well was drilled structurally downdip to determine the limits of the field. The well encountered about 20 meters (66 feet) of Triassic sands that were water saturated. Although the well is a dry hole, it provides significant data for field definition and reserves. The well will be cased and reserved for future use as a potential injection well. The partners and Sonatrach, the national oil and gas enterprise of Algeria, through a joint committee are currently working to obtain technical data to determine if HBN and HBNS are in the same field. The partners plan to drill two more delineation wells in this area in late 1995 and early 1996. Data from these wells will be incorporated in the development plans. Since beginning their exploration program in the Ghadames and Illizi Basins of Algeria in 1989, the partners have announced five discoveries. Delineation work is underway to fully evaluate these discoveries. Based on preliminary development studies and an estimated 246 million barrels of proved reserves (gross), Anadarko has booked 65 million barrels (net) through May 1995. Anadarko and partners are working with Sonatrach to bring the discoveries on production on a staged basis. The partners have submitted draft documentation with Sonatrach, and will apply for Provisional Exploitation Authorization (PEA) for Stage I production from the HBN and HBNS wells. Under the terms of the PEA, Stage I production of about 40,000 BOPD is anticipated to begin in late 1996. Subsequently, the Partners will file formal applications (called the Commerciality Reports) requesting Exploitation Licenses based on the existing data and the results of the delineation wells that will be drilled in late 1995 and early 1996. -13- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Initial production will be transported utilizing the existing pipeline network immediately north of Block #404. In order to accommodate subsequent stages of production from the Hassi Berkine area, as well as other fields to be developed by the partners, Sonatrach is planning to construct a new 30-inch diameter pipeline that would transport oil from Block #404 to their main oil terminal facility at Haoud El Hamra, north of the giant Hassi Messaoud Oil Field. The new pipeline is expected to be operational in 1997, and will have the capacity to transport several hundred thousand barrels of oil per day. Anadarko and partners expect to increase their activity level in Algeria over the next few months. One drilling rig is operating in Algeria today and the partners are in the process of contracting for two additional rigs. One of these will be used in conjunction with the existing rig for exploration and delineation of the oil fields discovered on Block #404 and on Block #208. The other rig will be used to drill an exploration well on Block #245 -- the southernmost block in the partners' exploration area -- beginning in the fourth quarter of this year. Anadarko's partners in the Algeria project 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. Anadarko Algeria Corporation is the operator and has a 50-percent interest in the Production Sharing Agreement (PSA). LASMO and Maersk Oil each have a 25-percent interest. Under the terms of the PSA, liquid hydrocarbons that are discovered, developed and produced will be shared by Sonatrach, Anadarko and its two partners. Sonatrach is responsible for its share (51%) of development and operating costs. Anadarko and its partners are also entitled to recover a portion of exploration costs out of production. Political unrest continues in Algeria. The Company is closely monitoring the situation and has taken reasonable and prudent steps to insure the safety of employees working in the remote regions of the Sahara Desert. Anadarko is presently unable to predict with certainty any effect the current situation may have on activity planned for the remainder of 1995 and beyond. However, the situation has not had any material effect on the Company's operations. Eritrea In September 1995, Anadarko signed a Production Sharing Contract (PSC) with the State of Eritrea's Ministry of Energy, Mines and Water Resources. The PSC was signed at a ceremony in Asmara, Eritrea, on the east coast of Africa. The PSC allows Anadarko Eritrea Company, a wholly-owned subsidiary, to explore for oil and gas in a 6.7 million acre area named the Zula Block, offshore in the Red Sea and adjacent to Yemen and Saudi Arabia. Anadarko is committed to spend $8.5 million in the initial phase of exploration. -14- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Review of existing seismic data indicates that much of the exploration area contains structures associated with salt, and possibly salt sheets similar to those found in the Gulf of Mexico. The Company will begin its initial exploration program with high-density magnetic gravity surveys near the end of this year. Indonesia In August 1995, Anadarko and partners announced test results from an exploratory well located on the Jabung Block in Indonesia. The N.E. Betara #1 well encountered 130 feet of hydrocarbon bearing sands at depths of 4,908 - 5,164 feet. Tests of three intervals totaling 84 net feet of pay flowed at combined rates of 420 barrels of condensate per day (BCPD) and 22 MMcf/d of gas, of which, 55 percent was carbon dioxide. Santa Fe Energy Resources, Inc., the operator, and partners Anadarko and Kerr-McGee Corporation plan to offset the well in early 1996 to further evaluate gas reserves in place and to explore for possible downdip oil reservoirs. Each partner holds a 33 percent working interest in the project. United States Texas Panhandle Eight wells were completed in the third quarter of 1995 in the Red Cave Formation, located in Moore County Texas. Combined rates from the eight completed wells was 4.2 MMcf/d of natural gas. Currently there are four wells in completion and four additional wells planned for the remainder of 1995. Anadarko owns a 100 percent working interest in the wells. West Texas Permian Basin In the Ketchum Mountain Field of Irion County, Texas, the Scott "12" #1205 well was completed in the third quarter of 1995. Initial production from the well was 229 BOPD and 158 thousand cubic feet per day (Mcf/d) of gas. Anadarko owns a 100 percent working interest in the well. Southwest Kansas In the Eubank Field of Haskell County, Kansas, three wells were completed in the third quarter of 1995. Test results for the Tiller "A" #1 well was 126 BOPD and 130 Mcf/d of gas. The Tiller "A" #2 well tested at 141 BOPD. The Owens "A" #1 well flowed 1.3 MMcf/d of gas and 28 BOPD through a 5/16 inch choke with flowing tubing pressure of 410 psi. This location was identified by a 3-D seismic survey. Drilling continues in this field. Anadarko owns a 100 percent working interest in the wells. Located in the Angman Field of Seward County, the Santa Fe E-3 well was completed. Initial test rates were 2.2 MMcf/d of gas and 40 BOPD with flowing tubing pressure of 360 psi. Anadarko owns a 100 percent working interest in the well. In the Genzler SW Field of Stevens County, the Ratzlaff "B" #2 was completed in the third quarter of 1995. Initial test rates were 1.6 MMcf/d of gas and 9 BCPD through a 19/64 inch choke with flowing tubing pressure of 1,035 psi. Anadarko owns a 96.6 percent working interest in the well. -15- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) The Tucker "L" #1 well, located in the Wilburton N. Field of Morton County was completed in the third quarter of 1995. The well tested at 966 Mcf/d on a 3/8 inch choke with flowing tubing pressure of 332 psi. Anadarko owns a 100 percent working interest in the well. -16- 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 27 Financial Data Schedule (b) Reports on Form 8-K There were no reports filed on Form 8-K for the three months ended September 30, 1995. -17- 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) November 10, 1995 [MICHAEL E. ROSE] Michael E. Rose - Senior Vice President, Finance and Chief Financial Officer