8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Earliest Event Reported: April 25, 2019

ANADARKO PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-8968	76-0146568
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

(Address of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Title of class	Trading symbol	Name of exchange on which registered
Common Stock, par value $0.10 per share	APC	New York Stock Exchange

Item 2.02  Results of Operations and Financial Condition.

On April 25, 2019, Anadarko Petroleum Corporation (Anadarko) announced first-quarter 2019 financial and operating results. The press release is included in this report as Exhibit 99 and is incorporated herein by reference.

The information in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.	Description
99	Anadarko Press Release dated April 25, 2019

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 hereunto duly authorized.

		ANADARKO PETROLEUM CORPORATION
		(Registrant)
April 25, 2019	By:	/s/ CHRISTOPHER O. CHAMPION
		Christopher O. Champion
		Senior Vice President, Chief Accounting Officer and Controller

EX-99

Exhibit 99

NEWS

ANADARKO ANNOUNCES 2019 FIRST-QUARTER RESULTS

HOUSTON, April 25, 2019 – Anadarko Petroleum Corporation (NYSE: APC) today announced 2019first‑quarter results, reporting a net loss attributable to common stockholders of $15 million, or $0.03 per share (diluted). These results include certain items typically excluded by the investment community in published estimates. In total, these items decreased net income by $274 million, or $0.56 per share (diluted), on an after-tax basis.⁽¹⁾ 

Anadarko generated $1.129 billion of cash flow from operations during the quarter, while capital expenditures totaled $1.030 billion, excluding Western Midstream Partners, LP (NYSE: WES). Additionally, the company reported discretionary cash flow from operations of $1.541 billion⁽²⁾ and adjusted free cash flow of $381 million⁽²⁾ for the quarter.

FIRST-QUARTER 2019 HIGHLIGHTS

Anadarko’s first-quarter 2019 sales volume of oil, natural gas and natural gas liquids (NGLs) totaled 64 million barrels of oil equivalent (BOE), or an average of 715,000 BOE per day, which included 412,000 barrels of oil per day (BOPD).

Anadarko’s U.S. onshore assets averaged sales volume of 465,000 BOE per day during the first quarter of 2019, which included 195,000 BOPD. Anadarko’s Gulf of Mexico averaged a record 166,000 BOE per day in the quarter, which included 138,000 BOPD. Internationally, the company averaged 84,000 BOE per day during the first quarter, which included 79,000 BOPD.

The company also continued to make significant progress with its Mozambique LNG project, announcing Sale and Purchase Agreements (SPAs) now totaling more than 9.5 million tonnes per annum (MTPA), with two additional SPAs in the final stages of execution that, if executed, would bring the total volume to more than 11 MTPA. During the quarter, the project also was designated as the first mover by the Government of Mozambique for the marine facilities to support the onshore LNG industry in Mozambique. The company remains positioned to take a final investment decision (FID) during the first half of this year.

2

FINANCIAL DATA

Nine pages of summary financial data follow, including current hedge positions and a reconciliation of “divestiture-adjusted” or “same-store” sales.

(1) See the accompanying table for details of certain items affecting comparability.

(2) See the accompanying table for a reconciliation of GAAP to non-GAAP financial measures and a statement indicating why management believes the non-GAAP financial measures provide useful information for investors.

Anadarko Petroleum Corporation’s mission is to deliver a competitive and sustainable rate of return to shareholders by exploring for, acquiring and developing oil and natural gas resources vital to the world’s health and welfare. As of year-end 2018, the company had 1.47 billion barrels-equivalent of proved reserves, making it one of the world’s largest independent exploration and production companies. For more information about Anadarko and APC Flash Feed updates, please visit www.anadarko.com.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Anadarko believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove to have been correct. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this news release, including Anadarko’s ability to successfully plan, secure additional government and partner approvals, enter into the additional long-term sales contracts identified in this release, take FID and the timing thereof, finance, build, and operate the necessary infrastructure and LNG park in Mozambique. See “Risk Factors” in the company’s 2018 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other public filings and press releases. Anadarko undertakes no obligation to publicly update or revise any forward-looking statements.

#            #            #

Anadarko Contacts

INVESTORS:

Mike Pearl, mike.pearl@anadarko.com, 832.636.3271

Kyle Deakins, kyle.deakins@anadarko.com, 832.636.2354

Jon VandenBrand, jon.vandenbrand@anadarko.com, 832.636.1007

MEDIA:

John Christiansen, john.christiansen@anadarko.com, 832.636.8736

Stephanie Moreland, stephanie.moreland@anadarko.com, 832.636.2912

3

Anadarko Petroleum Corporation

Reconciliation of GAAP to Non-GAAP Financial Measures

Below are reconciliations of certain GAAP to non-GAAP financial measures, each as required under Regulation G of the Securities Exchange Act of 1934. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be comparable to similarly titled measures.

Management uses adjusted net income (loss) to evaluate operating and financial performance and believes the measure is useful to investors because it eliminates the impact of certain noncash and/or other items that management does not consider to be indicative of the Company’s performance from period to period. Management also believes this non-GAAP measure is useful to investors to evaluate and compare the Company’s operating and financial performance across periods, as well as facilitating comparisons to others in the Company’s industry.

	Quarter Ended March 31, 2019
	Before			After			Per Share
millions except per-share amounts	Tax			Tax			(diluted)
Net income (loss) attributable to common stockholders (GAAP)				$	(15	)	$	(0.03	)
Adjustments for certain items affecting comparability
Total gains (losses) on derivatives, net, less net cash from settlement of commodity derivatives (after noncontrolling interest)*	$	(300	)	(232		)	(0.47		)
Gains (losses) on divestitures, net	(5		)	(4		)	(0.01		)
Contingency accruals	(9		)	(7		)	(0.01		)
Reorganization-related charges	(19		)	(15		)	(0.04		)
Change in uncertain tax positions				(16		)	(0.03		)
Certain items affecting comparability	$	(333	)	(274		)	(0.56		)
Adjusted net income (loss) (Non-GAAP)				$	259		$	0.53

* Includes $(155) million related to commodity derivatives, $(148) million related to interest-rate derivatives (after noncontrolling interest) and $3 million related to gathering, processing, and marketing sales.

	Quarter Ended March 31, 2018
	Before			After			Per Share
millions except per-share amounts	Tax			Tax			(diluted)
Net income (loss) attributable to common stockholders (GAAP)				$	121		$	0.22
Adjustments for certain items affecting comparability
Total gains (losses) on derivatives, net, less net cash from settlement of commodity derivatives*	$	27		21			0.04
Gains (losses) on divestitures, net	(24		)	(17		)	(0.03		)
Impairments
Producing properties	(19		)	(15		)	(0.03		)
Exploration assets	(53		)	(41		)	(0.08		)
Contingency accruals	(132		)	(101		)	(0.19		)
Change in uncertain tax positions				(5		)	(0.01		)
Certain items affecting comparability	$	(201	)	(158		)	(0.30		)
Adjusted net income (loss) (Non-GAAP)				$	279		$	0.52

* Includes $(94) million related to commodity derivatives, $127 million related to interest-rate derivatives, and $(6) million related to gathering, processing, and marketing sales.

4

Anadarko Petroleum Corporation

Reconciliation of GAAP to Non-GAAP Measures

Management believes that the presentation of Adjusted EBITDAX (Margin) provides information useful in assessing the Company’s operating and financial performance across periods.

	Quarter Ended March 31,
millions	2019			2018
Net income (loss) attributable to common stockholders (GAAP)	$	(15	)	$	121
Interest expense	253			228
Income tax expense (benefit)	166			126
Depreciation, depletion, and amortization	1,081			990
Exploration expense*	49			168
(Gains) losses on divestitures, net	5			24
Impairments	—			19
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives	316			(27		)
Reorganization-related charges	18			—
Consolidated Adjusted EBITDAX (Margin) (Non-GAAP)	$	1,873		$	1,649
Total barrels of oil equivalent (MMBOE)	64			58
Consolidated Adjusted EBITDAX (Margin) per BOE	$	29.27		$	28.43

* Includes reorganization-related charges of $1 million for the three months ended March 31, 2019.

Management uses net debt to determine the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. Management believes that using net debt in the capitalization ratio is useful to investors in determining the Company’s leverage since the Company could choose to use its cash and cash equivalents to retire debt. In addition, management believes that presenting Anadarko’s net debt excluding WES is useful because WES is a separate public company with its own capital structure.

	March 31, 2019
					Anadarko
	Anadarko		WES*		excluding
millions	Consolidated		Consolidated		WES
Total debt (GAAP)	$	17,924	$	7,208	$	10,716
Less cash and cash equivalents	2,026		100		1,926
Net debt (Non-GAAP)	$	15,898	$	7,108	$	8,790
					Anadarko
			Anadarko		excluding
millions			Consolidated		WES
Net debt			$	15,898	$	8,790
Total equity			10,533		8,928
Adjusted capitalization			$	26,431	$	17,718

Net debt to adjusted capitalization ratio 60 % 50 %

* Western Midstream Partners, LP (WES) is a publicly traded consolidated subsidiary of Anadarko.

5

Anadarko Petroleum Corporation

Reconciliation of GAAP to Non-GAAP Measures

Management uses Discretionary Cash Flow from Operations (DCF), Free Cash Flow (FCF), Adjusted DCF, and Adjusted FCF to determine the company’s ability to internally fund its capital expenditures and to service or incur additional debt. These measures eliminate the impact of certain items that management does not consider to be indicative of the Company’s performance from period to period. To assist in measuring the Company’s performance, management will also evaluate Anadarko on a deconsolidated basis, which excludes WES.

Discretionary Cash Flow from Operations and Free Cash Flow

	Quarter Ended
	March 31,
millions	2019		2018
Net cash provided by (used in) operating activities (GAAP)	$	1,129	$	1,430
Add back
Increase (decrease) in accounts receivable	39		(23		)
(Increase) decrease in accounts payable and other current liabilities	294		(45		)
Other items, net	79		40
Discretionary cash flow from operations (Non-GAAP)	$	1,541	$	1,402
Less
APC capital expenditures*	1,030		1,374
WES capital expenditures	266		330
Free cash flow (Non-GAAP)	$	245	$	(302	)

* APC capital expenditures include $49 million at March 31, 2019, and $258 million at March 31, 2018, of midstream capitalized costs incurred by Anadarko prior to the contribution and sale of its midstream assets to WES.

Adjusted Discretionary Cash Flow from Operations and Adjusted Free Cash Flow

	Quarter Ended
	March 31,
millions	2019			2018
Net cash provided by (used in) operating activities (GAAP)	$	1,129		$	1,430
Adjusted by:
Increase (decrease) in accounts receivable	39			(23		)
(Increase) decrease in accounts payable and other current liabilities	294			(45		)
Other items, net	79			40
WES distributions to third parties	(130		)	(118		)
Adjusted discretionary cash flow from operations (Non-GAAP)	$	1,411		$	1,284
Less APC capital expenditures (excludes WES)*	1,030			1,374
Adjusted free cash flow (Non-GAAP)	$	381		$	(90	)

* APC capital expenditures include $49 million at March 31, 2019, and $258 million at March 31, 2018, of midstream capitalized costs incurred by Anadarko prior to the contribution and sale of its midstream assets to WES.

6

Anadarko Petroleum Corporation

Cash Flow Information

(Unaudited)

	Quarter Ended
	March 31,
millions	2019			2018
Cash Flows from Operating Activities
Net income (loss)	$	96		$	174
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation, depletion, and amortization	1,081			990
Deferred income taxes	1			42
Dry hole expense and impairments of unproved properties	—			106
Impairments	—			19
(Gains) losses on divestitures, net	5			24
Total (gains) losses on derivatives, net	315			36
Operating portion of net cash received (paid) in settlement of derivative instruments	1			(63		)
Other	42			74
Changes in assets and liabilities	(412		)	28
Net Cash Provided by (Used in) Operating Activities	$	1,129		$	1,430
Net Cash Provided by (Used in) Investing Activities	$	(1,528	)	$	(1,113	)
Net Cash Provided by (Used in) Financing Activities	$	1,129		$	(1,507	)

7

Anadarko Petroleum Corporation

(Unaudited)

	Quarter Ended
Summary Financial Information	March 31,
millions except per-share amounts	2019			2018
Consolidated Statements of Income
Revenues and Other
Oil sales	$	2,096		$	2,127
Natural-gas sales	320			247
Natural-gas liquids sales	240			292
Gathering, processing, and marketing sales	470			360
Gains (losses) on divestitures and other, net	92			19
Total	3,218			3,045
Costs and Expenses
Oil and gas operating	289			276
Oil and gas transportation	222			196
Exploration	49			168
Gathering, processing, and marketing	256			237
General and administrative	267			278
Depreciation, depletion, and amortization	1,081			990
Production, property, and other taxes	199			190
Impairments	—			19
Other operating expense	21			140
Total	2,384			2,494
Operating Income (Loss)	834			551
Other (Income) Expense
Interest expense	253			228
(Gains) losses on derivatives, net	313			35
Other (income) expense, net	6			(12		)
Total	572			251
Income (Loss) Before Income Taxes	262			300
Income tax expense (benefit)	166			126
Net Income (Loss)	96			174
Net income (loss) attributable to noncontrolling interests	111			53
Net Income (Loss) Attributable to Common Stockholders	$	(15	)	$	121
Per Common Share
Net income (loss) attributable to common stockholders—basic	$	(0.03	)	$	0.23
Net income (loss) attributable to common stockholders—diluted	$	(0.03	)	$	0.22
Average Number of Common Shares Outstanding—Basic	490			518
Average Number of Common Shares Outstanding—Diluted	490			519
Exploration Expense
Dry hole expense	$	—		$	53
Impairments of unproved properties	—			53
Geological and geophysical, exploration overhead, and other expense	49			62
Total	$	49		$	168

8

Anadarko Petroleum Corporation

(Unaudited)

	March 31,			December 31,
millions	2019			2018
Condensed Balance Sheets
Cash and cash equivalents	$	2,026		$	1,295
Accounts receivable, net of allowance	2,065			2,026
Other current assets	338			474
Net properties and equipment	28,936			28,615
Other assets	3,006			2,336
Goodwill and other intangible assets	5,622			5,630
Total Assets	$	41,993		$	40,376
Short-term debt - Anadarko*	21			919
Short-term debt - WES	2,000			28
Other current liabilities	3,728			3,711
Long-term debt - Anadarko*	10,695			10,683
Long-term debt - WES	5,208			4,787
Deferred income taxes	2,624			2,437
Asset retirement obligations	2,876			2,847
Other long-term liabilities	4,308			4,021
Common stock	57			57
Paid-in capital	13,057			12,393
Retained earnings	1,024			1,245
Treasury stock	(4,881		)	(4,864		)
Accumulated other comprehensive income (loss)	(329		)	(335		)
Total stockholders’ equity	8,928			8,496
Noncontrolling interests	1,605			2,447
Total Equity	10,533			10,943
Total Liabilities and Equity	$	41,993		$	40,376
Capitalization
Total debt	$	17,924		$	16,417
Total equity	10,533			10,943
Total	$	28,457		$	27,360

Capitalization Ratios
Total debt	63	%	60	%
Total equity	37	%	40	%

* Excludes WES

9

Anadarko Petroleum Corporation

(Unaudited)

Sales Volume and Prices
	Average Daily Sales Volume			Sales Volume			Average Sales Price
	Oil	Natural Gas	NGLs	Oil	Natural Gas	NGLs	Oil		Natural Gas		NGLs
	MBbls/d	MMcf/d	MBbls/d	MMBbls	Bcf	MMBbls	Per Bbl		Per Mcf		Per Bbl
Quarter Ended March 31, 2019
United States	333	1,150	106	29	104	10	$	55.14	$	3.09	$	23.54
Algeria	61	—	5	6	—	—	61.49		—		35.01
Other International	18	1	—	2	—	—	65.04		0.65		—
Total	412	1,151	111	37	104	10	$	56.51	$	3.09	$	24.11
Quarter Ended March 31, 2018
United States	288	1,051	92	25	95	9	$	62.58	$	2.61	$	33.24
Algeria	55	—	5	5	—	—	67.24		—		40.76
Other International	28	—	—	3	—	—	67.68		—		—
Total	371	1,051	97	33	95	9	$	63.66	$	2.61	$	33.63
	Average Daily Sales Volume MBOE/d		Sales Volume MMBOE
Quarter Ended March 31, 2019	715		64
Quarter Ended March 31, 2018	643		58

Sales Revenue and Commodity Derivatives
	Sales						Net Cash Received (Paid) from Settlement of Commodity Derivatives
millions	Oil		Natural Gas		NGLs		Oil			Natural Gas			NGLs
Quarter Ended March 31, 2019
United States	$	1,654	$	320	$	223	$	6		$	—		$	—
Algeria	333		—		17		—			—			—
Other International	109		—		—		—			—			—
Total	$	2,096	$	320	$	240	$	6		$	—		$	—
Quarter Ended March 31, 2018
United States	$	1,623	$	247	$	274	$	(67	)	$	(1	)	$	—
Algeria	331		—		18		—			—			—
Other International	173		—		—		—			—			—
Total	$	2,127	$	247	$	292	$	(67	)	$	(1	)	$	—

10

Anadarko Petroleum Corporation
Commodity Hedge Positions
As of April 25, 2019
				Weighted Average Price per barrel
		Volume (MBbls/d)		Floor Sold		Floor Purchased		Ceiling Sold
Oil
Three-Way Collars
2019
	WTI	57	$	45.00	$	55.00	$	70.22
	Brent	30	$	50.00	$	60.00	$	78.22
		87

Interest-Rate Derivatives
As of April 25, 2019
Instrument	Notional Amt.	Reference Period	Mandatory Termination Date	Rate Paid	Rate Received
Anadarko
Swap	$550 Million	September 2016 - 2046	September 2020	6.418%	3M LIBOR
Swap	$250 Million	September 2016 - 2046	September 2022	6.809%	3M LIBOR
Swap	$100 Million	September 2017 - 2047	September 2020	6.891%	3M LIBOR
Swap	$250 Million	September 2017 - 2047	September 2021	6.570%	3M LIBOR
Swap	$450 Million	September 2017 - 2047	September 2023	6.445%	3M LIBOR
WES
Swap	$375 Million	December 2019 - 2024	December 2019	2.662%	3M LIBOR
Swap	$375 Million	December 2019 - 2029	December 2019	2.802%	3M LIBOR
Swap	$375 Million	December 2019 - 2049	December 2019	2.885%	3M LIBOR

11

Anadarko Petroleum Corporation

Reconciliation of Same-Store Sales

Average Daily Sales Volume
	Quarter Ended March 31, 2019				Quarter Ended March 31, 2018
	Oil MBbls/d	Natural Gas MMcf/d	NGLs MBbls/d	Total MBOE/d	Oil MBbls/d	Natural Gas MMcf/d	NGLs MBbls/d	Total MBOE/d
U.S. Onshore	195	1,051	94	465	156	969	83	400
Gulf of Mexico	138	97	12	166	126	78	9	148
International	79	1	5	84	83	—	5	88
Same-Store Sales	412	1,149	111	715	365	1,047	97	636
Divestitures*	—	2	—	—	6	4	—	7
Total	412	1,151	111	715	371	1,051	97	643

* Includes Ram Powell and Alaska.