10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

or

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

EXCHANGE ACT OF 1934

For the transition period from        to        

Commission File No. 1-8968

(Exact name of registrant as specified in its charter)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

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

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  þ    No  ☐

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

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

Large accelerated filer  þ   Accelerated filer  ☐  Non-accelerated filer  ☐   Smaller reporting company  ☐ 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. ¨

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

The number of shares outstanding of the Company’s common stock at July 19, 2019, was 502,453,426.

TABLE OF CONTENTS		Page
PART I
Item 1.	Financial Statements
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2019 and 2018	6
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2019 and 2018	7
	Consolidated Balance Sheets at June 30, 2019, and December 31, 2018	8
	Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2019 and 2018	9
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	11
	Notes to Consolidated Financial Statements	12
	Note 1—Summary of Significant Accounting Policies	12
	Note 2—Revenue from Contracts with Customers	14
	Note 3—Commodity Inventories	17
	Note 4—Divestitures	17
	Note 5—Impairments	17
	Note 6—Suspended Exploratory Well Costs	18
	Note 7—Current Liabilities	18
	Note 8—Derivative Instruments	19
	Note 9—Debt	24
	Note 10—Leases	26
	Note 11—Income Taxes	29
	Note 12—Commitments	30
	Note 13—Contingencies	30
	Note 14—Pension Plans and Other Postretirement Benefits	30
	Note 15—Stockholders’ Equity	32
	Note 16—Noncontrolling Interests	33
	Note 17—Variable Interest Entities	34
	Note 18—Supplemental Cash Flow Information	35
	Note 19—Segment Information	36
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
	Management Overview	41
	Financial Results	43
	Liquidity and Capital Resources	55
	Recent Accounting Developments	58
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	60
PART II
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 6.	Exhibits	66

COMMONLY USED TERMS AND DEFINITIONS

Unless the context otherwise requires, the terms “Anadarko” and “Company” refer to Anadarko Petroleum Corporation and its consolidated subsidiaries. In addition, the following company or industry-specific terms and abbreviations are used throughout this report:

364-Day Facility - Anadarko’s $2.0 billion 364-day senior unsecured RCF that expired in January 2019

APC RCF - Anadarko’s $3.0 billion senior unsecured RCF

ASR Agreement - An accelerated share-repurchase agreement with an investment bank to repurchase the Company’s common stock

ASU - Accounting Standards Update

Bcf - Billion cubic feet

Board - The Board of Directors of Anadarko

BOE - Barrels of oil equivalent

Chevron - Chevron Corporation

Chevron Merger Agreement - Agreement and Plan of Merger, dated as of April 11, 2019, by and among Chevron, Justify Merger Sub 1 Inc., Justify Merger Sub 2 Inc. and Anadarko

Chevron Merger Termination Fee - The $1.0 billion termination fee paid to Chevron pursuant to the terms of the Chevron Merger Agreement

DD&A - Depreciation, depletion, and amortization

DJ - Denver-Julesberg

DJ Basin Complex - The Platte Valley system, Wattenberg system, Lancaster plant, and Wattenberg processing plant

FID - Final investment decision

Fitch - Fitch Ratings

FPSO - Floating production, storage, and offloading unit

G&A - General and administrative expenses

IPO - Initial public offering

IRS - U.S. Internal Revenue Service

LIBOR - London Interbank Offered Rate

LNG - Liquefied natural gas

LPG - Liquefied petroleum gas

MBbls/d - Thousand barrels per day

MBOE/d - Thousand barrels of oil equivalent per day

Mcf - Thousand cubic feet

MMBbls - Million barrels

MMBOE - Million barrels of oil equivalent

MMcf/d - Million cubic feet per day

Moody’s - Moody’s Investors Service

MTPA - Million tonnes per annum

NGL or NGLs - Natural-gas liquids

NYMEX - New York Mercantile Exchange

NYSE - New York Stock Exchange

Oil - Includes crude oil and condensate

Occidental - Occidental Petroleum Corporation

Occidental Merger - Occidental’s acquisition by merger of Anadarko pursuant to, and subject to the conditions of, the Occidental Merger Agreement

Occidental Merger Agreement - Agreement and Plan of Merger, dated as of May 9, 2019, by and among Occidental, Baseball Merger Sub 1, Inc. and Anadarko

RCF - Revolving credit facility

APC 2019 FORM 10-Q | 2

ROU - Right-of-use

S&P - Standard and Poor’s

Share-Repurchase Program - A program authorizing the repurchase of Anadarko’s common stock

TEN - Tweneboa/Enyenra/Ntomme

TEU or TEUs - Tangible equity units

Tronox - Tronox Incorporated

VIE or VIEs - Variable interest entity

WES - Western Midstream Partners, LP, a publicly traded limited partnership, is a consolidated subsidiary of Anadarko, with its common units traded on the NYSE under ticker symbol “WES”. WES consolidates Western Midstream Operating, LP. Prior to February 28, 2019, WES was known as Western Gas Equity Partners, LP, and its common units traded on the NYSE under ticker symbol “WGP”.

WES Merger - A merger, which was completed on February 28, 2019, whereby a wholly owned subsidiary of WES merged with and into WES Operating.

WES Operating - Western Midstream Operating, LP, a Delaware limited partnership in which WES holds (a) a 98% limited partner interest and (b) the entire non-economic general partner interest through its ownership of WES Operating’s sole general partner. Prior to February 28, 2019, WES Operating was known as Western Gas Partners, LP, and its common units traded on the NYSE under ticker symbol “WES”. Upon completion of the WES Merger, WES Operating’s common units ceased trading on the NYSE.

WES RCF - WES Operating’s $2.0 billion senior unsecured RCF

WES Term Loan Facility - WES Operating’s senior unsecured credit facility, previously referred to as the WES 364-Day Facility prior to the extension of the maturity date and increase in borrowing capacity effective July 1, 2019.

West Texas Complex - The DBM Complex and DBJV and Haley systems, all of which were combined into a single complex effective January 1, 2018.

WGP - Western Gas Equity Partners, LP, which changed its name to Western Midstream Partners, LP and began trading on the NYSE using the ticker symbol “WES” following the WES Merger.

WGP RCF - WGP’s $35 million senior secured RCF that matured in March 2019

WTI - West Texas Intermediate

Zero Coupons - Anadarko’s Zero-Coupon Senior Notes due 2036

3 | APC 2019 FORM 10-Q

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Unless the context otherwise requires, the terms “Anadarko” and “Company” refer to Anadarko Petroleum Corporation and its consolidated subsidiaries. The Company has made in this Form 10-Q, and may from time to time make in other public filings, press releases, and management discussions, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning the Company’s operations, economic performance, and financial condition. These forward-looking statements include, among other things, information concerning future production and reserves, schedules, plans, timing of development, contributions from oil and gas properties, marketing and midstream activities, matters related to the Occidental Merger Agreement, and also include those statements preceded by, followed by, or that otherwise include the words “may,” “could,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” “would,” “will,” “potential,” “continue,” “forecast,” “future,” “likely,” “outlook,” or similar expressions or variations on such expressions. For such statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will be realized. Anadarko undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

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

– the Company’s assumptions about energy markets

– production and sales volume levels

– levels of oil, natural-gas, and NGL reserves

– operating results

– competitive conditions

– technology

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

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

– volatility in the commodity-futures market

– weather

– inflation

– availability of goods and services, including unexpected changes in costs

– drilling and other operational risks

– processing volume, pipeline throughput, and produced water disposal

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

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

– legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural-gas operations; retroactive royalty or production tax regimes; deepwater and onshore drilling and permitting regulations; derivatives reform; changes in state, federal, and foreign income taxes; environmental regulation, including regulations related to climate change; environmental risks; and liability under international, provincial, federal, regional, state, tribal, local, and foreign environmental laws and regulations

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

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

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

– the impact of changes in the Company’s credit ratings

APC 2019 FORM 10-Q | 4

– the Company’s ability to successfully plan, finance, build, and operate the necessary infrastructure and LNG park in Mozambique

– uncertainties and liabilities associated with acquired and divested properties and businesses

– disruptions in international oil and NGL cargo shipping activities

– physical, digital, internal, and external security breaches

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

– the outcome of pending and future regulatory, legislative, or other proceedings or investigations, including the investigation by the National Transportation Safety Board related to the Company’s operations in Colorado, and continued or additional disruptions in operations that may occur as the Company complies with regulatory orders or other state or local changes in laws or regulations in Colorado

– the completion of the proposed merger transaction with Occidental

– other factors discussed below and elsewhere in “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, this Form 10-Q, and in the Company’s other public filings, press releases, and discussions with Company management

5 | APC 2019 FORM 10-Q

FINANCIAL STATEMENTS Table of Contents

PART I

Item 1.  Financial Statements

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions except per-share amounts	2019			2018			2019			2018
Revenues and Other
Oil sales	$	2,470		$	2,265		$	4,566		$	4,392
Natural-gas sales	205			203			525			450
Natural-gas liquids sales	216			318			456			610
Gathering, processing, and marketing sales	465			382			935			742
Gains (losses) on divestitures and other, net	86			123			178			142
Total	3,442			3,291			6,660			6,336
Costs and Expenses
Oil and gas operating	310			275			599			551
Oil and gas transportation	222			209			444			405
Exploration	90			94			139			262
Gathering, processing, and marketing	274			252			530			489
General and administrative	368			288			635			566
Merger transaction costs	1,042			—			1,042			—
Depreciation, depletion, and amortization	1,161			1,003			2,242			1,993
Production, property, and other taxes	182			201			381			391
Impairments	—			128			—			147
Other operating expense	8			22			29			162
Total	3,657			2,472			6,041			4,966
Operating Income (Loss)	(215		)	819			619			1,370
Other (Income) Expense
Interest expense	249			237			502			465
(Gains) losses on derivatives, net	254			436			567			471
Other (income) expense, net	18			4			24			(8		)
Total	521			677			1,093			928
Income (Loss) Before Income Taxes	(736		)	142			(474		)	442
Income tax expense (benefit)	209			125			375			251
Net Income (Loss)	(945		)	17			(849		)	191
Net income (loss) attributable to noncontrolling interests	80			(12		)	191			41
Net Income (Loss) Attributable to Common Stockholders	$	(1,025	)	$	29		$	(1,040	)	$	150
Per Common Share
Net income (loss) attributable to common stockholders—basic	$	(2.09	)	$	0.05		$	(2.13	)	$	0.28
Net income (loss) attributable to common stockholders—diluted	$	(2.09	)	$	0.05		$	(2.13	)	$	0.28
Average Number of Common Shares Outstanding—Basic	491			504			491			511
Average Number of Common Shares Outstanding—Diluted	491			505			491			512

See accompanying Notes to Consolidated Financial Statements.

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FINANCIAL STATEMENTS Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions	2019			2018			2019			2018
Net Income (Loss)	$	(945	)	$	17		$	(849	)	$	191
Other Comprehensive Income (Loss)
Adjustments for derivative instruments
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net	—			—			1			1
Total adjustments for derivative instruments, net of taxes	—			—			1			1
Adjustments for pension and other postretirement plans
Net gain (loss) incurred during period	(80		)	—			(80		)	—
Income taxes on net gain (loss) incurred during period	18			—			18			—
Amortization of net actuarial (gain) loss to other (income) expense, net	16			6			24			13
Income taxes on amortization of net actuarial (gain) loss	(4		)	(1		)	(6		)	(3		)
Amortization of net prior service (credit) cost to other (income) expense, net	—			(6		)	(1		)	(12		)
Income taxes on amortization of net prior service (credit) cost	—			1			—			2
Total adjustments for pension and other postretirement plans, net of taxes	(50		)	—			(45		)	—
Total	(50		)	—			(44		)	1
Comprehensive Income (Loss)	(995		)	17			(893		)	192
Comprehensive income (loss) attributable to noncontrolling interests	80			(12		)	191			41
Comprehensive Income (Loss) Attributable to Common Stockholders	$	(1,075	)	$	29		$	(1,084	)	$	151

See accompanying Notes to Consolidated Financial Statements.

7 | APC 2019 FORM 10-Q

FINANCIAL STATEMENTS Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
millions except per-share amounts	2019			2018
ASSETS
Current Assets
Cash and cash equivalents ($96 and $92 related to VIEs)	$	1,394		$	1,295
Accounts receivable (net of allowance of $11 and $13)
Customers ($118 and $138 related to VIEs)	1,195			1,491
Others	584			535
Other current assets	298			474
Total	3,471			3,795
Net Properties and Equipment (net of accumulated depreciation, depletion, and amortization of $39,998 and $37,905) ($8,785 and $6,612 related to VIEs)	29,091			28,615
Other Assets ($1,273 and $868 related to VIEs)	2,953			2,336
Goodwill and Other Intangible Assets ($1,271 and $1,163 related to VIEs)	5,614			5,630
Total Assets	$	41,129		$	40,376
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable
Trade ($155 and $263 related to VIEs)	$	1,729		$	2,003
Other ($9 and $15 related to VIEs)	167			161
Short-term debt - Anadarko (1)	31			919
Short-term debt - WES	—			28
Current asset retirement obligations ($25 and $26 related to VIEs)	303			252
Other current liabilities ($146 and $54 related to VIEs)	1,562			1,295
Total	3,792			4,658
Long-term Debt
Long-term debt - Anadarko (1)	10,709			10,683
Long-term debt - WES	7,489			4,787
Total	18,198			15,470
Other Long-term Liabilities
Deferred income taxes	2,555			2,437
Asset retirement obligations ($320 and $260 related to VIEs)	2,879			2,847
Other	4,374			4,021
Total	9,808			9,305
Equity
Stockholders’ equity
Common stock, par value $0.10 per share (1.0 billion shares authorized, 579.1 million and 576.6 million shares issued)	58			57
Paid-in capital	13,135			12,393
Retained earnings (accumulated deficit)	(149		)	1,245
Treasury stock (87.7 million and 87.2 million shares)	(4,892		)	(4,864		)
Accumulated other comprehensive income (loss)	(379		)	(335		)
Total Stockholders’ Equity	7,773			8,496
Noncontrolling interests	1,558			2,447
Total Equity	9,331			10,943
Total Liabilities and Equity	$	41,129		$	40,376

Parenthetical references reflect amounts as of June 30, 2019, and December 31, 2018.

VIE amounts relate to WES. See Note 17—Variable Interest Entities.

⁽¹⁾  Excludes WES.

See accompanying Notes to Consolidated Financial Statements.

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FINANCIAL STATEMENTS Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

	Total Stockholders’ Equity
millions	Common Stock		Paid-in Capital			Retained Earnings (Accumulated Deficit)			Treasury Stock			Accumulated Other Comprehensive Income (Loss)				Non- controlling Interests				Total Equity
Balance at March 31, 2019	$	57	$	13,057		$	1,024		$	(4,881	)		$	(329	)		$	1,605		$	10,533
Net income (loss)	—		—			(1,025		)	—				—				80			(945		)
Common stock issued	1		40			—			—				—				—			41
Share-based compensation expense	—		40			—			—				—				—			40
Dividends—common stock	—		—			(149		)	—				—				—			(149		)
Repurchases of common stock	—		—			—			(11		)		—				—			(11		)
Subsidiary equity transactions	—		(2		)	1			—				—				(1		)	(2		)
Distributions to noncontrolling interest owners	—		—			—			—				—				(126		)	(126		)
Adjustments for pension and other postretirement plans	—		—			—			—				(50		)		—			(50		)
Balance at June 30, 2019	$	58	$	13,135		$	(149	)	$	(4,892	)		$	(379	)		$	1,558		$	9,331

	Total Stockholders’ Equity
millions	Common Stock		Paid-in Capital			Retained Earnings (Accumulated Deficit)			Treasury Stock			Accumulated Other Comprehensive Income (Loss)				Non- controlling Interests				Total Equity
Balance at March 31, 2018	$	57	$	11,701		$	1,152		$	(3,759	)		$	(410	)		$	3,015		$	11,756
Net income (loss)	—		—			29			—				—				(12		)	17
Common stock issued	—		6			—			—				—				—			6
Share-based compensation expense	—		45			—			—				—				—			45
Dividends—common stock	—		—			(127		)	—				—				—			(127		)
Repurchases of common stock	—		332			—			(346		)		—				—			(14		)
Subsidiary equity transactions	—		(8		)	—			—				—				10			2
Settlement of tangible equity units	—		230			—			—				—				(300		)	(70		)
Distributions to noncontrolling interest owners	—		—			—			—				—				(120		)	(120		)
Balance at June 30, 2018	$	57	$	12,306		$	1,054		$	(4,105	)		$	(410	)		$	2,593		$	11,495

9 | APC 2019 FORM 10-Q

FINANCIAL STATEMENTS Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Unaudited)

	Total Stockholders’ Equity
millions	Common Stock		Paid-in Capital		Retained Earnings (Accumulated Deficit)			Treasury Stock			Accumulated Other Comprehensive Income (Loss)				Non- controlling Interests				Total Equity
Balance at December 31, 2018	$	57	$	12,393	$	1,245		$	(4,864	)		$	(335	)		$	2,447		$	10,943
Net income (loss)	—		—		(1,040		)	—				—				191			(849		)
Common stock issued	1		40		—			—				—				—			41
Share-based compensation expense	—		78		—			—				—				—			78
Dividends—common stock	—		—		(299		)	—				—				—			(299		)
Repurchases of common stock	—		—		—			(28		)		—				—			(28		)
Subsidiary equity transactions	—		624		—			—				—				(824		)	(200		)
Distributions to noncontrolling interest owners	—		—		—			—				—				(256		)	(256		)
Adjustments for pension and other postretirement plans	—		—		—			—				(45		)		—			(45		)
Cumulative effect of accounting change (1)	—		—		(55		)	—				—				—			(55		)
Other	—		—		—			—				1				—			1
Balance at June 30, 2019	$	58	$	13,135	$	(149	)	$	(4,892	)		$	(379	)		$	1,558		$	9,331

⁽¹⁾  Beginning January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for further information.

	Total Stockholders’ Equity
millions	Common Stock		Paid-in Capital			Retained Earnings (Accumulated Deficit)			Treasury Stock			Accumulated Other Comprehensive Income (Loss)				Non- controlling Interests				Total Equity
Balance at December 31, 2017	$	57	$	12,000		$	1,109		$	(2,132	)		$	(338	)		$	3,094		$	13,790
Net income (loss)	—		—			150			—				—				41			191
Common stock issued	—		6			—			—				—				—			6
Share-based compensation expense	—		84			—			—				—				—			84
Dividends—common stock	—		—			(254		)	—				—				—			(254		)
Repurchases of common stock	—		—			—			(1,973		)		—				—			(1,973		)
Subsidiary equity transactions	—		(14		)	—			—				—				19			5
Settlement of tangible equity units	—		230			—			—				—				(300		)	(70		)
Distributions to noncontrolling interest owners	—		—			—			—				—				(238		)	(238		)
Cumulative effect of accounting change (1)	—		—			49			—				(73		)		(23		)	(47		)
Other	—		—			—			—				1				—			1
Balance at June 30, 2018	$	57	$	12,306		$	1,054		$	(4,105	)		$	(410	)		$	2,593		$	11,495

⁽¹⁾  Beginning January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. See Note 1—Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

See accompanying Notes to Consolidated Financial Statements.

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FINANCIAL STATEMENTS Table of Contents

ANADARKO PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30,
millions	2019			2018
Cash Flows from Operating Activities
Net income (loss)	$	(849	)	$	191
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation, depletion, and amortization	2,242			1,993
Deferred income taxes	(54		)	27
Dry hole expense and impairments of unproved properties	41			149
Impairments	—			147
(Gains) losses on divestitures, net	(1		)	(28		)
Total (gains) losses on derivatives, net	569			473
Operating portion of net cash received (paid) in settlement of derivative instruments	2			(234		)
Other	112			139
Changes in assets and liabilities
(Increase) decrease in accounts receivable	228			(91		)
Increase (decrease) in accounts payable and other current liabilities	(271		)	91
Other items, net	(114		)	(202		)
Net cash provided by (used in) operating activities	1,905			2,655
Cash Flows from Investing Activities
Additions to properties and equipment	(2,691		)	(3,277		)
Divestitures of properties and equipment and other assets	31			384
Other, net	(125		)	(163		)
Net cash provided by (used in) investing activities	(2,785		)	(3,056		)
Cash Flows from Financing Activities
Borrowings, net of issuance costs	2,700			1,333
Repayments of debt	(940		)	(764		)
Financing portion of net cash received (paid) for derivative instruments	(228		)	55
Increase (decrease) in outstanding checks	26			34
Dividends paid	(299		)	(254		)
Repurchases of common stock	(28		)	(1,973		)
Issuances of common stock	41			6
Distributions to noncontrolling interest owners	(256		)	(238		)
Payments of future hard-minerals royalty revenues conveyed	(24		)	(25		)
Other	(12		)	—
Net cash provided by (used in) financing activities	980			(1,826		)
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents	2			(15		)
Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	102			(2,242		)
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents at Beginning of Period	1,429			4,674
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents at End of Period	$	1,531		$	2,432

See accompanying Notes to Consolidated Financial Statements.

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1. Summary of Significant Accounting Policies

General  Anadarko Petroleum Corporation is engaged in the exploration, development, production, and sale of oil, natural gas, and NGLs and is advancing its Mozambique LNG project to the construction phase after announcing FID on June 18, 2019. In addition, the Company engages in gathering, compressing, treating, processing, and transporting of natural gas; gathering, stabilizing, and transporting of oil and NGLs; and gathering and disposing of produced water. The Company also participates in the hard-minerals business through royalty arrangements.

Basis of Presentation  The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The accompanying interim financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the Company’s consolidated financial statements. Certain prior-period amounts have been reclassified to conform to the current-period presentation. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as well as the Form 8-K filed on May 15, 2019 to recast the segment information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, following a change in reportable segments during the quarter ended March 31, 2019.

Merger On April 11, 2019, the Company entered into the Chevron Merger Agreement. On April 24, 2019, Occidental announced a proposal to acquire Anadarko and further revised its proposal on May 5, 2019. On May 6, 2019, Anadarko announced that the Board had unanimously determined that the Occidental proposal was a “Superior Proposal” as defined in the Chevron Merger Agreement and, on May 9, 2019, provided Chevron a notice terminating the Chevron Merger Agreement. Pursuant to the terms of the Chevron Merger Agreement, the Company paid the Chevron Merger Termination Fee of $1.0 billion. Also, on May 9, 2019, the Company entered into the Occidental Merger Agreement, which provides that, among other things, and subject to the terms and conditions of the Occidental Merger Agreement, a wholly owned subsidiary of Occidental will be merged with and into Anadarko, with Anadarko continuing as the surviving corporation and a wholly owned subsidiary of Occidental. Pursuant to the Occidental Merger Agreement, at the effective time of the Occidental Merger and subject to potential further adjustments as specified in the Occidental Merger Agreement, Anadarko stockholders will receive $59.00 in cash and 0.2934 of a share of Occidental common stock for each share of Anadarko common stock, plus cash in lieu of any fractional Occidental shares that otherwise would have been issued. The transaction was approved by the Boards of Directors of both companies. The Occidental Merger is subject to Anadarko stockholder approval and other customary closing conditions. Anadarko is holding a special meeting of its stockholders on August 8, 2019, for holders of record as of July 11, 2019, to vote on the proposal necessary to complete the Occidental Merger. Assuming all closing conditions are satisfied, including obtaining the requisite approval from Anadarko stockholders, Occidental and Anadarko expect the Occidental Merger to close shortly after the special meeting of Anadarko stockholders.

In addition to the Chevron Merger Termination Fee, Anadarko has incurred merger transaction costs of $42 million as of June 30, 2019.

Midstream Asset Sale and WES Merger On February 28, 2019, Anadarko completed the previously announced contribution and sale of substantially all of its midstream assets, which consisted of oil infrastructure assets in the DJ basin and oil and water infrastructure assets in the Delaware basin, to WES Operating for $4.0 billion, with $2.0 billion of cash proceeds and $2.0 billion in WES Operating common units. As a result, the Company no longer reports an Other Midstream segment and now has two reporting segments: Exploration and Production and WES Midstream. Prior period amounts have been reclassified to conform to the current-period presentation. See Note 19—Segment Information for information on the Company’s reporting segments.

Immediately after the asset contribution and sale, a wholly owned subsidiary of WES merged with and into WES Operating, with WES Operating continuing as the surviving entity and a subsidiary of WES, resulting in a simplified midstream structure. Under the terms of the WES Merger, WES acquired all of the outstanding publicly held common units of WES Operating and substantially all of the WES Operating common units owned by Anadarko and its affiliates. WES Operating survived as a partnership with no publicly traded equity, owned 98% by WES and 2% by Anadarko. WES Operating owns all the operating assets and equity investments of WES, is the borrower for all existing WES debt and is expected to be the borrower for all future debt. Anadarko maintains operating control of WES, with approximately 55.5% ownership of the combined entity.

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FOOTNOTES Table of Contents

1. Summary of Significant Accounting Policies (Continued)

The consolidated financial statements include the accounts of Anadarko and subsidiaries in which Anadarko holds, directly or indirectly, more than 50% of the voting rights and VIEs for which Anadarko is the primary beneficiary. The Company has determined that WES is a VIE. Anadarko is considered the primary beneficiary and consolidates WES. WES functions with a capital structure that is separate from Anadarko, consisting of its own debt instruments and publicly traded common units. All intercompany transactions have been eliminated. Undivided interests in oil and natural-gas exploration and production joint ventures are consolidated on a proportionate basis. Investments in noncontrolled entities that Anadarko has the ability to exercise significant influence over operating and financial policies and VIEs for which Anadarko is not the primary beneficiary are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost and subsequently adjusted for the Company’s proportionate share of earnings, losses, and distributions. Investments are included in other assets on the Company’s Consolidated Balance Sheets.

Recently Adopted Accounting Standards  

ASU 2016-02, Leases (Topic 842) This ASU requires lessees to recognize a lease liability and an ROU asset on the balance sheet for all leases, including operating leases. This ASU modifies the definition of a lease and outlines the recognition, measurement, presentation, and disclosure of leasing arrangements by both lessees and lessors. The Company adopted Topic 842 on January 1, 2019, using the modified retrospective method applied to all leases that existed on January 1, 2019, and prior-period financial statements were not adjusted. Anadarko elected not to reassess contracts that commenced prior to adoption, to continue applying its current accounting policy for existing or expired land easements, and not to recognize ROU assets or lease liabilities for short-term leases. Upon adoption, the Company recognized approximately $600 million of ROU assets and lease liabilities related to leases existing at January 1, 2019. The difference between ROU assets and operating lease liabilities, net of the deferred tax impact, was recognized as a $55 million reduction in the opening balance of retained earnings as a cumulative effect adjustment. See Note 10—Leases for additional information.

Accounting Policy  

Leases Anadarko determines if an arrangement is a lease based on rights and obligations conveyed at inception of a contract. At the commencement date, a lease is classified as either operating or finance, and an ROU asset and lease liability is recognized based on the present value of future lease payments over the lease term. As the rate implicit in Anadarko’s leases generally is not readily determinable, the Company discounts lease liabilities using the Company’s incremental borrowing rate at the commencement date. Non-lease components associated with leases that begin in 2019 or later are accounted for as part of the lease component, and prepaid lease payments are included in the ROU asset. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that Anadarko will exercise that option. Leases of 12 months or less are not recognized on the Company’s Consolidated Balance Sheets.

Lease cost is recognized over the lease term, unless the end of the useful life of the underlying asset in a finance lease is before the end of the lease term. Lease cost is recognized on a straight-line basis unless another method better represents the pattern that benefit is expected to be derived from the right to use the underlying asset. For finance leases, interest expense is recognized over the lease term using the effective interest method. Variable lease payments are recognized when the obligation for those payments is incurred.

Generally, a contract in a joint arrangement is evaluated as a lease if Anadarko is the operator. Anadarko recognizes an ROU asset and lease liability for the full amount of each contract determined to be a lease, although a portion of lease payments generally is recovered from partners. Lease payments associated with the drilling of exploratory wells and development wells net of amounts billed to partners initially will be capitalized as a component of oil and gas properties and either depreciated, impaired, or written off as exploration expense in future periods.

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2. Revenue from Contracts with Customers

Disaggregation of Revenue from Contracts with Customers The following table disaggregates revenue by significant product type and segment:

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Three Months Ended June 30, 2019
Oil sales		$	2,470			$	—			$	—			$	2,470
Natural-gas sales		205				—				—				205
Natural-gas liquids sales		216				—				—				216
Gathering, processing, and marketing sales (1)		1				685				(82		)		604
Other, net		12				—				21				33
Total Revenue from Customers		$	2,904			$	685			$	(61	)		$	3,528
Gathering, processing, and marketing sales (2)		—				—				(139		)		(139		)
Gains (losses) on divestitures, net		6				—				—				6
Other, net		(16		)		70				(7		)		47
Total Revenue from Other than Customers		$	(10	)		$	70			$	(146	)		$	(86	)
Total Revenue and Other		$	2,894			$	755			$	(207	)		$	3,442
Three Months Ended June 30, 2018
Oil sales		$	2,265			$	—			$	—			$	2,265
Natural-gas sales		203				—				—				203
Natural-gas liquids sales		318				—				—				318
Gathering, processing, and marketing sales (1)		—				519				84				603
Other, net		4				—				21				25
Total Revenue from Customers		$	2,790			$	519			$	105			$	3,414
Gathering, processing, and marketing sales (2)		—				(1		)		(220		)		(221		)
Gains (losses) on divestitures, net		52				1				(1		)		52
Other, net		(1		)		39				8				46
Total Revenue from Other than Customers		$	51			$	39			$	(213	)		$	(123	)
Total Revenue and Other		$	2,841			$	558			$	(108	)		$	3,291

⁽¹⁾  The amount in Other and Intersegment Eliminations primarily represents sales of third-party natural gas and NGLs of $176 million and intersegment eliminations of $(233) million for the three months ended June 30, 2019, and sales of third-party natural gas and NGLs of $261 million and intersegment eliminations of $(174) million for the three months ended June 30, 2018.

⁽²⁾  The amount in Other and Intersegment Eliminations represents purchases of third-party natural gas and NGLs. Although these purchases are reported net in gathering, processing, and marketing sales in the Company’s Consolidated Statements of Income, they are shown separately on this table as the purchases are not considered revenue from customers.

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2. Revenue from Contracts with Customers (Continued)

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Six Months Ended June 30, 2019
Oil sales		$	4,566			$	—			$	—			$	4,566
Natural-gas sales		525				—				—				525
Natural-gas liquids sales		456				—				—				456
Gathering, processing, and marketing sales (1)		2				1,357				(107		)		1,252
Other, net		21				—				46				67
Total Revenue from Customers		$	5,570			$	1,357			$	(61	)		$	6,866
Gathering, processing, and marketing sales (2)		—				—				(317		)		(317		)
Gains (losses) on divestitures, net		6				—				(5		)		1
Other, net		(17		)		132				(5		)		110
Total Revenue from Other than Customers		$	(11	)		$	132			$	(327	)		$	(206	)
Total Revenue and Other		$	5,559			$	1,489			$	(388	)		$	6,660
Six Months Ended June 30, 2018
Oil sales		$	4,392			$	—			$	—			$	4,392
Natural-gas sales		450				—				—				450
Natural-gas liquids sales		610				—				—				610
Gathering, processing, and marketing sales (1)		—				1,021				130				1,151
Other, net		7				—				40				47
Total Revenue from Customers		$	5,459			$	1,021			$	170			$	6,650
Gathering, processing, and marketing sales (2)		—				(2		)		(407		)		(409		)
Gains (losses) on divestitures, net		19				1				8				28
Other, net		(13		)		80				—				67
Total Revenue from Other than Customers		$	6			$	79			$	(399	)		$	(314	)
Total Revenue and Other		$	5,465			$	1,100			$	(229	)		$	6,336

⁽¹⁾  The amount in Other and Intersegment Eliminations primarily represents sales of third-party natural gas and NGLs of $381 million and intersegment eliminations of $(456) million for the six months ended June 30, 2019, and sales of third-party natural gas and NGLs of $485 million and intersegment eliminations of $(337) million for the six months ended June 30, 2018.

⁽²⁾  The amount in Other and Intersegment Eliminations represents purchases of third-party natural gas and NGLs. Although these purchases are reported net in gathering, processing, and marketing sales in the Company’s Consolidated Statements of Income, they are shown separately on this table as the purchases are not considered revenue from customers.

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2. Revenue from Contracts with Customers (Continued)

Contract Liabilities Contract liabilities primarily relate to midstream fees and capital reimbursements that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of benefit, fixed and variable fees that are received from customers but revenue recognition is deferred under midstream cost of service contracts, and hard-minerals bonus payments received from customers that must be recognized as revenue over the expected period of benefit. The following table summarizes the current period activity related to contract liabilities from contracts with customers:

millions
Balance at December 31, 2018	$	150
Increase due to cash received, excluding revenues recognized in the period (1)	20
Decrease due to revenue recognized (2)	(23		)
Balance at June 30, 2019	$	147
Contract liabilities at June 30, 2019
Other current liabilities	$	19
Other long-term liabilities - other	128
Total contract liabilities from contracts with customers	$	147

⁽¹⁾  Includes $(26) million for the three months ended June 30, 2019.

⁽²⁾  Includes $7 million for the three months ended June 30, 2019.

Transaction Price Allocated to Remaining Performance Obligations Revenue expected to be recognized from certain performance obligations that are unsatisfied as of June 30, 2019, is reflected in the table below. The Company applies the optional exemptions in Topic 606 and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied performance obligations. Therefore, the following table represents only a small portion of Anadarko’s expected future consolidated revenues as future revenue from the sale of most products and services is dependent on future production or variable customer volume and variable commodity prices for that volume.

millions	Exploration & Production			WES Midstream			Other and Intersegment Eliminations				Total
Remainder of 2019		$	52		$	380		$	(250	)		$	182
2020		103			873			(620		)		356
2021		103			912			(681		)		334
2022		7			963			(739		)		231
2023		7			918			(729		)		196
Thereafter		60			4,341			(3,830		)		571
Total		$	332		$	8,387		$	(6,849	)		$	1,870

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3. Commodity Inventories

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

millions	June 30, 2019			December 31, 2018
Oil		$	159		$	139
Natural gas		7			18
NGLs		58			78
Total commodity inventories		$	224		$	235

4. Divestitures

The following summarizes the proceeds received and gains (losses) recognized on divestitures:

	Six Months Ended
	June 30,
millions	2019		2018
Proceeds received, net of closing adjustments	$	31	$	384
Gains (losses) on divestitures, net	1		28

2018 During the six months ended June 30, 2018, the Company divested of the following U.S. onshore and Gulf of Mexico assets:

– Alaska nonoperated assets, included primarily in the Exploration and Production reporting segment, for net proceeds of $383 million and net losses of $37 million in 2018 and $154 million in the fourth quarter of 2017.

– Ram Powell nonoperated assets in the Gulf of Mexico, included in the Exploration and Production reporting segment, resulting in a net gain of $67 million.

5. Impairments

Impairments of Long-Lived Assets

2018 During the three months ended June 30, 2018, the Company expensed $128 million primarily related to a gathering system in the DJ basin, included in the WES Midstream reporting segment that was permanently taken out of service in the second quarter of 2018.

Fair values were measured as of the impairment date using the income approach and Level 3 inputs. The primary assumptions used to estimate undiscounted future net cash flows include anticipated future production, commodity prices, and capital and operating costs.

Impairments of Unproved Properties Impairments of unproved properties are included in exploration expense in the Company’s Consolidated Statements of Income. The Company recognized impairments of unproved Gulf of Mexico properties of $35 million during the six months ended June 30, 2019, and $94 million during the six months ended June 30, 2018, primarily related to blocks where the Company determined it would no longer pursue activities.

It is reasonably possible that significant declines in commodity prices, further changes to the Company’s drilling plans in response to lower prices, reduction of proved and probable reserve estimates, or increases in drilling or operating costs could result in additional impairments.

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6. Suspended Exploratory Well Costs

The Company’s suspended exploratory well costs were $413 million at June 30, 2019, and $444 million at December 31, 2018. For exploratory wells, drilling costs are capitalized, or “suspended,” on the balance sheet when the well has found a sufficient quantity of reserves to justify its completion as a producing well and sufficient progress is being made in assessing the reserves and the economic and operating viability of the project. If additional information becomes available that raises substantial doubt as to the economic or operational viability of any of these projects, the associated costs will be expensed at that time. During the six months ended June 30, 2019, there was no exploration expense recorded for suspended exploratory well costs previously capitalized for greater than one year at December 31, 2018.

7. Current Liabilities

Accounts Payable Accounts payable, trade included liabilities of $206 million at June 30, 2019, and $180 million at December 31, 2018, representing the amount by which checks issued but not presented to the Company’s banks for collection exceeded balances in applicable bank accounts. Changes in these liabilities are classified as cash flows from financing activities.

Other Current Liabilities The following summarizes the Company’s other current liabilities:

millions	June 30, 2019			December 31, 2018
Accrued income taxes		$	135		$	167
Interest payable		252			267
Production, property, and other taxes payable		334			309
Accrued employee benefits		229			319
Derivatives		175			89
Operating lease liabilities		249			—
Other		188			144
Total other current liabilities		$	1,562		$	1,295

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8. Derivative Instruments

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

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

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

Oil and Natural-Gas Production/Processing Derivative Activities  The oil prices listed below are a combination of NYMEX WTI and Intercontinental Exchange, Inc. (ICE) Brent Blend prices. The Company had no natural-gas production/processing derivatives at June 30, 2019. The following is a summary of the Company’s oil derivative instruments at June 30, 2019:

	2019 Settlement
Oil
Three-Way Collars (MBbls/d)	87
Average price per barrel
Ceiling sold price (call)	$	72.98
Floor purchased price (put)	$	56.72
Floor sold price (put)	$	46.72

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

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8. Derivative Instruments (Continued)

Anadarko Interest-Rate Derivatives (Excluding WES)  Anadarko has outstanding interest-rate swap contracts to manage interest-rate risk associated with anticipated debt issuances. The Company has locked in a fixed interest rate in exchange for a floating interest rate indexed to the three-month LIBOR.

At June 30, 2019, the Company had outstanding interest-rate swaps with a notional amount of $1.6 billion due prior to or in September 2023 that manage interest-rate risk associated with potential future debt issuances. Depending on market conditions, liability-management actions, or other factors, the Company may enter into offsetting interest-rate swap positions or settle or amend certain or all of the currently outstanding interest-rate swaps. The Company had the following outstanding interest-rate swaps at June 30, 2019: 

millions except percentages			Mandatory	Weighted-Average
Notional Principal Amount		Reference Period	Termination Date	Interest Rate
$	550	September 2016 - 2046	September 2020	6.418	%
$	250	September 2016 - 2046	September 2022	6.809	%
$	100	September 2017 - 2047	September 2020	6.891	%
$	250	September 2017 - 2047	September 2021	6.570	%
$	450	September 2017 - 2047	September 2023	6.445	%

Derivative settlements and collateralization are classified as cash flows from operating activities unless the derivatives contain an other-than-insignificant financing element, in which case the settlements and collateralization are classified as cash flows from financing activities. As a result of prior extensions of reference-period start dates without settlement of the related interest-rate derivative obligations, the interest-rate derivatives in Anadarko’s portfolio contain an other-than-insignificant financing element, and therefore, any settlements, collateralization, or cash payments for amendments related to these extended interest-rate derivatives are classified as cash flows from financing activities. Net cash payments related to settlements and amendments of interest-rate swap agreements were $30 million during the six months ended June 30, 2019, and $48 million during the six months ended June 30, 2018.

WES Interest-Rate Derivatives WES entered into interest-rate swap agreements with an aggregate notional amount of $750 million in December 2018 and $375 million in March 2019 to manage interest-rate risk associated with anticipated 2019 debt issuances. WES exchanged a floating interest rate indexed to the three-month LIBOR for a fixed interest rate. Depending on market conditions, liability management actions, or other factors, WES may settle or amend certain or all of the currently outstanding interest-rate swaps. The following interest-rate swaps were outstanding at June 30, 2019:

millions except percentages			Mandatory	Weighted-Average
Notional Principal Amount		Reference Period	Termination Date	Interest Rate
$	375	December 2019 - 2024	December 2019	2.662	%
$	375	December 2019 - 2029	December 2019	2.802	%
$	375	December 2019 - 2049	December 2019	2.885	%

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8. Derivative Instruments (Continued)

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

	Gross Derivative Assets						Gross Derivative Liabilities
millions	June 30,			December 31,			June 30,				December 31,
Balance Sheet Classification		2019			2018			2019				2018
Commodity derivatives - Anadarko
Other current assets		$	37		$	300		$	(14	)		$	(126	)
Other current liabilities		—			1			(1		)		(6		)
		37			301			(15		)		(132		)
Interest-rate derivatives - Anadarko (1)
Other current assets		15			22			—				—
Other assets		16			34			—				—
Other current liabilities		—			—			(86		)		(82		)
Other liabilities		—			—			(1,426		)		(1,156		)
		31			56			(1,512		)		(1,238		)
Interest-rate derivatives - WES
Other current liabilities		—			—			(103		)		(8		)
Total derivatives		$	68		$	357		$	(1,630	)		$	(1,378	)

⁽¹⁾  Excludes amounts related to WES interest-rate swap agreements.

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

	Three Months Ended							Six Months Ended
millions	June 30,							June 30,
Classification of (Gain) Loss Recognized		2019			2018				2019		2018
Commodity derivatives - Anadarko
Gathering, processing, and marketing sales		$	—		$	1			$	2	$	2
(Gains) losses on derivatives, net		(5		)	468				144		630
Interest-rate derivatives - Anadarko (1)
(Gains) losses on derivatives, net		200			(32		)		328		(159		)
Interest-rate derivatives - WES
(Gains) losses on derivatives, net		59			—				95		—
Total (gains) losses on derivatives, net		$	254		$	437			$	569	$	473

⁽¹⁾  Excludes amounts related to WES interest-rate swap agreements.

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8. Derivative Instruments (Continued)

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

The Company has netting agreements with financial institutions that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities and routinely exercises its contractual right to offset gains and losses when settling with derivative counterparties. In addition, the Company has setoff agreements with certain financial institutions that may be exercised in the event of default and provide for contract termination and net settlement across derivative types.

The Company’s derivative instruments are subject to individually negotiated credit provisions that may require collateral of cash or letters of credit depending on the derivative’s portfolio valuation versus negotiated credit thresholds. These credit thresholds generally require full or partial collateralization of the Company’s obligations depending on certain credit-risk-related provisions, such as the Company’s credit rating from S&P and Moody’s. As of June 30, 2019, the Company’s long-term debt was rated investment grade (BBB) by both S&P and Fitch and below investment grade (Ba1) by Moody’s. In January 2019, Moody’s changed its outlook with respect to its rating from stable to positive. The Company may be required to post additional collateral with respect to its derivative instruments if its credit ratings decline below current levels or if the liability associated with any such derivative instrument increases above the credit threshold. The aggregate fair value of derivative instruments with credit-risk-related contingent features for which a net liability position existed was $1.4 billion (net of $264 million of collateral) at June 30, 2019, and $1.1 billion (net of $66 million of collateral) at December 31, 2018.

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8. Derivative Instruments (Continued)

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

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

millions	Level 1			Level 2			Level 3		Netting (1)			Collateral			Total
June 30, 2019
Assets
Anadarko (2)
Commodity derivatives	$	—		$	37		$	—	$	(14	)		$	—	$	23
Interest-rate derivatives	—			31			—		—				—		31
Total derivative assets	$	—		$	68		$	—	$	(14	)		$	—	$	54
Liabilities
Anadarko (2)
Commodity derivatives	$	—		$	(15	)	$	—	$	14			$	—	$	(1	)
Interest-rate derivatives	—			(1,512		)	—		—				264		(1,248		)
WES
Interest-rate derivatives	—			(103		)	—		—				—		(103		)
Total derivative liabilities	$	—		$	(1,630	)	$	—	$	14			$	264	$	(1,352	)
December 31, 2018
Assets
Anadarko (2)
Commodity derivatives	$	1		$	300		$	—	$	(127	)		$	—	$	174
Interest-rate derivatives	—			56			—		—				—		56
Total derivative assets	$	1		$	356		$	—	$	(127	)		$	—	$	230
Liabilities
Anadarko (2)
Commodity derivatives	$	(2	)	$	(130	)	$	—	$	127			$	2	$	(3	)
Interest-rate derivatives	—			(1,238		)	—		—				66		(1,172		)
WES
Interest-rate derivatives	—			(8		)	—		—				—		(8		)
Total derivative liabilities	$	(2	)	$	(1,376	)	$	—	$	127			$	68	$	(1,183	)

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

⁽²⁾  Excludes amounts related to WES interest-rate swap agreements.

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9. Debt

Debt Activity  The following summarizes the Company’s borrowing activity, after eliminating the effect of intercompany transactions, during the six months ended June 30, 2019:

		Carrying Value
millions	Anadarko (1)				WES				Anadarko Consolidated				Description
Balance at December 31, 2018		$	11,354			$	4,815			$	16,169
Borrowings
		—				2,000				2,000			WES Term Loan Facility
		—				700				700			WES RCF
Repayments
		(600		)		—				(600		)	8.700 % Senior Notes due 2019
		(300		)		—				(300		)	6.950 % Senior Notes due 2019
		—				(28		)		(28		)	WGP RCF
Other, net		25				2				27			Amortization of discounts, premiums, and debt issuance costs
Balance at June 30, 2019		$	10,479			$	7,489			$	17,968

⁽¹⁾  Excludes WES.

Debt  The following summarizes the Company’s outstanding debt, including finance lease liabilities, after eliminating the effect of intercompany transactions:

millions	Anadarko (1)				WES				Anadarko Consolidated
June 30, 2019
Total borrowings at face value		$	11,893			$	7,540			$	19,433
Net unamortized discounts, premiums, and debt issuance costs (2)		(1,414		)		(51		)		(1,465		)
Total borrowings (3)		10,479				7,489				17,968
Finance lease liabilities		261				—				261
Less short-term debt		31				—				31
Total long-term debt		$	10,709			$	7,489			$	18,198
December 31, 2018
Total borrowings at face value		$	12,793			$	4,868			$	17,661
Net unamortized discounts, premiums, and debt issuance costs (2)		(1,439		)		(53		)		(1,492		)
Total borrowings (3)		11,354				4,815				16,169
Finance lease liabilities		248				—				248
Less short-term debt		919				28				947
Total long-term debt		$	10,683			$	4,787			$	15,470

⁽¹⁾  Excludes WES.

⁽²⁾  Unamortized discounts, premiums, and debt issuance costs are amortized over the term of the related debt. Debt issuance costs related to RCFs are included in other current assets and other assets on the Company’s Consolidated Balance Sheets.

⁽³⁾  The Company’s outstanding borrowings, except for borrowings under the WGP RCF, are senior unsecured.

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9. Debt (Continued)

Fair Value  The Company uses a market approach to determine the fair value of its fixed-rate debt using observable market data, which results in a Level 2 fair-value measurement. The carrying amount of floating-rate debt approximates fair value as the interest rates are variable and reflective of market rates. The estimated fair value of the Company’s total borrowings was $20.2 billion at June 30, 2019, and $16.8 billion at December 31, 2018.

Anadarko Debt (Excluding WES)  In January 2019, the $2.0 billion 364-day senior unsecured RCF (364-Day Facility) expired. At June 30, 2019, the Company had a $3.0 billion senior unsecured RCF maturing in January 2023 (APC RCF). At June 30, 2019, Anadarko had no outstanding borrowings under the APC RCF and was in compliance with all covenants.

In March 2019, Anadarko repaid $600 million of 8.700% Senior Notes at maturity and redeemed its $300 million of 6.950% Senior Notes due June 2019.

Anadarko’s Zero Coupons can be put to the Company in October of each year, in whole or in part, for the then-accreted value of the outstanding Zero Coupons, which, if put in whole, would be $942 million at the next put date in October 2019. Anadarko’s Zero Coupons were classified as long-term debt on the Company’s Consolidated Balance Sheet at June 30, 2019, as the Company has the ability and intent to refinance these obligations using long-term debt, should a put be exercised.

The Company also has notes payable related to its ownership of certain noncontrolling mandatorily redeemable interests that are not included in the Company’s reported debt balance and do not affect consolidated interest expense. See Note 9—Equity-Method Investments in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

WES and WGP Debt  Effective on February 15, 2019, WES amended the maturity date of its senior unsecured RCF from February 2023 to February 2024, and upon completion of the WES Merger, expanded the borrowing capacity from $1.5 billion to $2.0 billion (WES RCF). During the six months ended June 30, 2019, WES borrowed $700 million under its RCF, which was used for general partnership purposes, including to fund capital expenditures. At June 30, 2019, WES had outstanding borrowings under its RCF of $920 million at an interest rate of 3.71%, outstanding letters of credit of $5 million, available borrowing capacity of $1.1 billion, and was in compliance with all covenants.

In February 2019, WES borrowed $2.0 billion under its senior unsecured credit facility (WES Term Loan Facility) to fund substantially all of the cash portion of the consideration under the WES midstream asset contribution and sale and the payment of related transaction costs. As of June 30, 2019, the WES Term Loan Facility was anticipated to mature on February 27, 2020, the day prior to the one-year anniversary of the completion of the WES Merger. As of June 30, 2019, net cash proceeds received from future asset sales and debt or equity offerings by WES were required to be used to repay amounts outstanding under the WES Term Loan Facility. At June 30, 2019, WES had outstanding borrowings under its WES Term Loan Facility of $2.0 billion at an interest rate of 3.78% and was in compliance with all covenants.

On July 1, 2019, WES entered into an amendment to the WES Term Loan Facility to, among other things, (i) increase the commitments available under the WES Term Loan Facility from $2.0 billion to $3.0 billion, the incremental $1.0 billion of which may be drawn by WES on or before September 30, 2019, (ii) extend the maturity date from February 27, 2020 to December 31, 2020, and (iii) modify the provision requiring that all debt issuance proceeds be used to repay the WES Term Loan Facility to allow for a $1.0 billion carve out of debt offering proceeds.

In March 2019, the $35 million senior secured RCF (WGP RCF) matured following the completion of the WES Merger. During the six months ended June 30, 2019, WES made repayments of $28 million for the WGP RCF.

See Note 1—Summary of Significant Accounting Policies for additional information related to the WES Merger.

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10. Leases

Operating Leases  At June 30, 2019, total lease liabilities related to operating leases were $557 million and primarily related to offshore and onshore drilling rigs and real estate.

The operating lease liabilities included $177 million for offshore drilling vessels and certain contracts for onshore drilling rigs expiring at various dates through 2021. Lease payments commonly vary based on activities being performed by the rig. To the extent that lease payments vary from amounts recognized on the Company’s balance sheet, the amount is included in variable lease cost.

Additionally, the Company has $187 million of operating lease liabilities for real estate, primarily related to the Company’s Denver corporate office lease expiring in 2033, with options to terminate the lease early.

Finance Leases  At June 30, 2019, total lease liabilities related to finance leases were $261 million and primarily related to an FPSO for the Company’s TEN field in Ghana. The initial FPSO lease term ends in 2027 with annual renewal periods for an additional 10 years, annual purchase options that decrease over time, and no residual value guarantees.

The following table summarizes information related to the Company’s leases at June 30, 2019:

millions except lease term and discount rate	Operating Leases				Finance Leases
Assets
Other assets		$	539			$	—
Net properties and equipment		—				193
Total lease assets (1)		$	539			$	193
Liabilities
Current liabilities
Other current liabilities		$	249			$	—
Short-term debt - Anadarko		—				31
Long-term liabilities
Other		308				—
Long-term debt - Anadarko		—				230
Total lease liabilities (1)		$	557			$	261
Weighted-average remaining lease term (years)		5				16
Weighted-average discount rate (2)		4.3		%		15.1		%

⁽¹⁾  Includes additions to ROU assets and lease liabilities of $126 million related to operating leases and $22 million related to finance leases for the six months ended June 30, 2019.

⁽²⁾  The FPSO finance lease commenced prior to the adoption of ASU 2016-02, Leases (Topic 842). In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying asset.

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FOOTNOTES Table of Contents

10. Leases (Continued)

The following table summarizes the Company’s lease cost before amounts recovered from partners:

	Three Months Ended			Six Months Ended
millions	June 30, 2019			June 30, 2019
Operating lease cost		$	70		$	148
Short-term lease cost		42			61
Variable lease cost		37			76
Finance lease cost
Amortization of ROU assets		10			20
Interest on lease liabilities		9			18
Total lease cost		$	168		$	323

The following table summarizes cash paid for amounts included in the measurement of lease liabilities:

	Six Months Ended
	June 30, 2019
millions	Operating Leases			Finance Leases
Operating cash flows		$	133		$	18
Investing cash flows		37			—
Financing cash flows		—			9

The following table reconciles the undiscounted cash flows to the operating and finance lease liabilities recorded on the Company’s Consolidated Balance Sheet at June 30, 2019:

millions	Operating Leases (1)			Finance Leases
Remainder of 2019		$	134		$	35
2020		191			62
2021		70			52
2022		49			48
2023		35			44
Thereafter		155			322
Total lease payments		$	634		$	563
Less portion representing imputed interest		77			302
Total lease liabilities		$	557		$	261

⁽¹⁾  For leases commencing prior to 2019, lease payments exclude payments to lessors for drilling rig services and real estate services, taxes, and common area maintenance.

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10. Leases (Continued)

The following table summarizes future minimum lease payments related to the Company’s operating and finance leases as of December 31, 2018:

millions	Operating Leases			Finance Leases
2019		$	264		$	58
2020		139			50
2021		57			48
2022		35			45
2023		24			43
Thereafter		135			323
Total lease payments		$	654		$	567
Less portion representing imputed interest		*			319
Total lease liabilities		*			$	248

* Prior to the adoption of ASU 2016-02, Leases (Topic 842) on January 1, 2019, operating lease liabilities were not recognized on the Company’s Consolidated Balance Sheets. Refer to Note 1—Summary of Significant Accounting Policies for additional information.

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FOOTNOTES Table of Contents

11. Income Taxes

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

	Three Months Ended							Six Months Ended
	June 30,							June 30,
millions except percentages		2019			2018				2019			2018
Current income tax expense (benefit)		$	269		$	147			$	437		$	237
Deferred income tax expense (benefit)		(60		)	(22		)		(62		)	14
Total income tax expense (benefit)		$	209		$	125			$	375		$	251
Income (loss) before income taxes		(736		)	142				(474		)	442
Effective tax rate		(28		)%	88		%		(79		)%	57		%

The Company’s tax provision for interim periods is determined using an estimate of its annual current and deferred effective tax rates, adjusted for discrete items. Each quarter, the Company updates these rates and records a cumulative adjustment to current and deferred tax expense by applying the rates to the year-to-date pre-tax income excluding discrete items. The Company’s quarterly estimate of its annual current and deferred effective tax rates can vary significantly based on various forecasted items, including future commodity prices, capital expenditures, expenses for which tax benefits are not recognized, and the geographic mix of pre-tax income and losses.

The variance from the U.S. federal statutory rate of 21% for the three and six months ended June 30, 2019, was primarily attributable to the following items:

– tax impact from foreign operations

– non-deductible Algerian exceptional profits tax for Algerian income tax purposes

– income attributable to noncontrolling interests

– non-deductible Chevron Merger Termination Fee

The variance from the U.S. federal statutory rate of 21% for the three and six months ended June 30, 2018, was primarily attributable to the following items:

– tax impact from foreign operations

– non-deductible Algerian exceptional profits tax for Algerian income tax purposes

The Company recognized a tax benefit of $346 million as of June 30, 2019 and December 31, 2018, related to the deduction of its 2015 settlement payment for the Tronox Adversary Proceeding. This benefit is net of uncertain tax positions of $1.2 billion as of June 30, 2019 and December 31, 2018, due to uncertainty related to the deductibility of the settlement payment. Due to the deduction of the settlement payment on the Company’s 2015 tax return, the Company had a net operating loss carryback, which resulted in a tentative tax refund of $881 million in 2016. The IRS has audited this position and, in April 2018, issued a final notice of proposed adjustment denying the deductibility of the settlement payment. In September 2018, the Company received a statutory notice of deficiency from the IRS disallowing the net operating loss carryback and rejecting the Company’s refund claim. As a result, the Company filed a petition with the U.S. Tax Court to dispute the disallowances in November 2018 and, pursuant to standard U.S. Tax Court procedures, the Company is not required to repay the $881 million refund to dispute the IRS’s position. Accordingly, the Company has not revised its estimate of the benefit that will ultimately be realized. After the case is tried and briefed in the Tax Court, the court will issue an opinion and then enter a decision. If the Company does not prevail on the issue, the earliest date the Company might be required to repay the refund received, plus interest, would be 91 days after entry of the decision. At such time, the Company would reverse the portion of the $346 million net benefit previously recognized in its consolidated financial statements to the extent necessary to reflect the result of the Tax Court decision. It is reasonably possible the amount of uncertain tax position and/or tax benefit could materially change as the Company asserts its position in the Tax Court proceedings. Although management cannot predict the timing of a final resolution of the Tax Court proceedings, the Company does not currently anticipate a decision to be entered before 2022. 

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12. Commitments

Anadarko has various long-term contractual commitments pertaining to oil and natural-gas activities, such as work-related commitments for drilling wells, obtaining and processing seismic data, and fulfilling rig commitments. Anadarko also enters into various processing, transportation, storage, and purchase agreements to access markets and provide flexibility to sell its oil, natural gas, and NGLs in certain areas.

On June 18, 2019, the Company and the co-venturers in Mozambique’s Offshore Area 1 announced FID on the Anadarko-led Area 1 Mozambique LNG project. This official declaration of FID confirms the Golfinho Atum Plan of Development is now effective with notice provided to the Government of Mozambique that all conditions precedent have been satisfied, and the project can now advance to the construction phase. Subsequent to FID, Anadarko began entering into various long-term contractual commitments pertaining primarily to offshore engineering, procurement, construction, and installation activities in Mozambique. These commitments as of June 30, 2019, have been included in the table below.

The Company’s various long-term contractual obligations expire at various dates through 2034. The following summarizes the gross aggregate future payments under these contracts at June 30, 2019:

millions
2019	$	1,028
2020	1,627
2021	1,419
2022	1,306
2023	714
Thereafter	1,467
Total (1)(2)	$	7,561

⁽¹⁾   Excludes purchase commitments for jointly owned fields and facilities for which the Company is not the operator.

⁽²⁾   Includes gross commitments related to the Mozambique development activities of $2.0 billion ($507 million net to Anadarko).

On July 26, 2019, Anadarko issued a Notice-to-Proceed to the onshore engineering, procurement, and construction contractor for the Mozambique LNG project, resulting in additional obligations with gross aggregate future payments of approximately $8.0 billion, of which $2.1 billion is net to Anadarko.

13. Contingencies

Litigation  There are no material developments in previously reported contingencies nor are there any other material matters that have arisen since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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14. Pension Plans and Other Postretirement Benefits

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

	Pension Benefits							Other Benefits
millions		2019			2018				2019			2018
Three Months Ended June 30
Service cost		$	22		$	22			$	—		$	1
Interest cost		20			19				3			2
Expected (return) loss on plan assets		(20		)	(20		)		—			—
Amortization of net actuarial loss (gain)		3			6				—			—
Amortization of net prior service cost (credit)		—			—				—			(6		)
Settlement expense		13			—				—			—
Termination benefits expense		2			—				—			—
Net periodic benefit cost (1)		$	40		$	27			$	3		$	(3	)
Six Months Ended June 30
Service cost		$	44		$	45			$	—		$	1
Interest cost		40			38				6			5
Expected (return) loss on plan assets		(41		)	(41		)		—			—
Amortization of net actuarial loss (gain)		7			13				—			—
Amortization of net prior service cost (credit)		—			—				(1		)	(12		)
Settlement expense		17			—				—			—
Termination benefits expense		2			—				—			—
Net periodic benefit cost (1)		$	69		$	55			$	5		$	(6	)

⁽¹⁾  The service cost component of net periodic benefit cost is included in G&A; oil and gas operating expense; gathering, processing, and marketing expense; and exploration expense, and all other components of net periodic benefit cost are included in other (income) expense on the Company’s Consolidated Statements of Income.

The Company contributed $91 million to funded pension plans and $25 million to unfunded pension plans during the six months ended June 30, 2019.

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15. Stockholders’ Equity

Earnings Per Share  The Company’s basic earnings per share (EPS) is computed based on the average number of shares of common stock outstanding for the period and includes the effect of any participating securities and TEUs as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock options, restricted stock awards, restricted stock units, and TEUs, if the inclusion of these items is dilutive. All outstanding TEUs were settled in June 2018.

The following provides a reconciliation between basic and diluted EPS attributable to common stockholders:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions except per-share amounts	2019			2018			2019			2018
Net income (loss)
Net income (loss) attributable to common stockholders	$	(1,025	)	$	29		$	(1,040	)	$	150
Income (loss) effect of TEUs	—			(1		)	—			(4		)
Less distributions on participating securities	1			1			3			2
Basic	$	(1,026	)	$	27		$	(1,043	)	$	144
Income (loss) effect of TEUs	—			—			—			(1		)
Diluted	$	(1,026	)	$	27		$	(1,043	)	$	143
Shares
Average number of common shares outstanding—basic	491			504			491			511
Dilutive effect of stock options	—			1			—			1
Average number of common shares outstanding—diluted	491			505			491			512
Excluded due to anti-dilutive effect	12			9			12			9
Net income (loss) per common share
Basic	$	(2.09	)	$	0.05		$	(2.13	)	$	0.28
Diluted	$	(2.09	)	$	0.05		$	(2.13	)	$	0.28
Dividends per common share	$	0.30		$	0.25		$	0.60		$	0.50

Common Stock  The Share-Repurchase Program authorizes the repurchase of the Company’s common stock in the open market or through private transactions. During 2018, the Share-Repurchase Program was expanded to $5.0 billion and extended through mid-year 2020. As of December 31, 2018, the Company had completed $3.75 billion of the Share-Repurchase Program through ASR Agreements and open-market repurchases. These transactions were accounted for as equity transactions, with all of the repurchased shares classified as treasury stock. Additionally, the receipt of these shares reduced the average number of shares of common stock outstanding used to compute both basic and diluted EPS. There were no additional repurchases of common stock under the Share-Repurchase Program for the six months ended June 30, 2019. No additional share repurchases under the Share-Repurchase Program are anticipated pursuant to the terms of the Occidental Merger Agreement. See Note 1—Summary of Significant Accounting Policies for additional information on the Occidental Merger Agreement.

Dividends  Dividends declared are recorded as a reduction of retained earnings, to the extent that retained earnings were available at the beginning of the reporting period, with any excess recorded as a reduction of paid-in capital.

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16. Noncontrolling Interests

WES is a limited partnership formed by Anadarko in September 2012 and owns a 98% limited partner interest in WES Operating, a Delaware limited partnership formed by Anadarko in 2007 to acquire, own, develop and operate midstream assets, and all of the outstanding equity interests of WES Operating’s general partner, which holds the entire non-economic general partner interest in WES Operating.

WES Operating Class C units issued to Anadarko converted into WES Operating common units in a unit-for-unit, tax-free exchange immediately prior to the closing of the WES Merger on February 28, 2019. Prior to the closing of the WES Merger, the Class C units received quarterly distributions in the form of additional Class C units. WES distributed 309 thousand Class C units to Anadarko during the six months ended June 30, 2019, and 1.1 million Class C units to Anadarko during 2018. See Note 1—Summary of Significant Accounting Policies for additional information on the WES Merger.

At June 30, 2019, Anadarko’s ownership interest in WES consisted of a 55.5% limited partner interest and the entire non-economic general partner interest. The remaining 44.5% limited partner interest in WES was owned by the public.

At June 30, 2019, Anadarko’s ownership interest in WES Operating consisted of a 2% limited partner interest.

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FOOTNOTES Table of Contents

17. Variable Interest Entities

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

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

All outstanding debt for WES at June 30, 2019, and December 31, 2018, including any borrowings under the WES RCF and WES Term Loan Facility, is recourse to WES Operating’s general partner, which in turn has been indemnified in certain circumstances by certain wholly owned subsidiaries of the Company for such liabilities. See Note 9—Debt for additional information on WES short-term and long-term debt balances.

VIE Financing WES’s sources of liquidity include cash and cash equivalents, cash flows generated from operations, interest income from a note receivable from Anadarko as discussed below, borrowings under the WES RCF, the issuance of additional partnership units, and debt offerings. See Note 9—Debt and Note 16—Noncontrolling Interests for additional information on WES financing activity.

VIE Distributions The following table presents WES distributions:

	Six Months Ended
	June 30,
millions	2019		2018
WES distributions to Anadarko (1)	$	264	$	203
WES distributions to third parties	255		238

⁽¹⁾  WES distributions to Anadarko are eliminated upon consolidation.

Financial Support Provided to VIEs Concurrent with the closing of its May 2008 IPO, WES Operating loaned the Company $260 million in exchange for a 30-year note bearing interest at a fixed annual rate of 6.50%, payable quarterly. The related interest income for WES Operating was $8 million for the six months ended June 30, 2019 and 2018. The note receivable and related interest income are eliminated in consolidation.

To reduce WES’s exposure to a majority of the commodity-price risk inherent in certain of its contracts, Anadarko had commodity price swap agreements in place with WES Operating that expired without renewal on December 31, 2018, with final settlement in the first quarter of 2019. WES recorded a capital contribution from Anadarko in its Consolidated Statement of Equity and Partners’ Capital for an amount equal to (i) the amount by which the swap price for product sales exceeds the applicable market price, minus (ii) the amount by which the swap price for product purchases exceeds the market price. WES recorded a capital contribution from Anadarko of $7 million for the six months ended June 30, 2019, and $28 million for the six months ended June 30, 2018.

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FINANCIAL STATEMENTS
FOOTNOTES Table of Contents

18. Supplemental Cash Flow Information

Additions to properties and equipment as presented within Anadarko’s cash flows from investing activities include cash payments for cost of properties, equipment, and facilities. The cost of properties includes the initial capitalization of drilling costs associated with all exploratory wells, whether or not they were deemed to have a commercially sufficient quantity of proved reserves.

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

	Six Months Ended
	June 30,
millions	2019		2018
Cash paid (received)
Interest, net of amounts capitalized	$	536	$	471
Income taxes, net of refunds	29		53
Non-cash investing activities
Fair value of properties and equipment acquired	$	1	$	7
Asset retirement cost additions	117		162
Accruals of property, plant, and equipment	748		1,036
Net liabilities assumed (divested) in acquisitions and divestitures	—		(97		)
Non-cash investing and financing activities
Finance leases	$	22	$	—
Non-cash financing activities
Settlement of tangible equity units	$	—	$	300

The following table provides a reconciliation of Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents as reported in the Consolidated Statement of Cash Flows to the line items within the Consolidated Balance Sheets:

millions	June 30, 2019			December 31, 2018
Cash and cash equivalents		$	1,394		$	1,295
Restricted cash and restricted cash equivalents included in Other Assets		137			134
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents		$	1,531		$	1,429

Included in cash and cash equivalents is restricted cash and restricted cash equivalents of $118 million at June 30, 2019, and $139 million at December 31, 2018. Total restricted cash and restricted cash equivalents are primarily associated with certain international joint venture operations, payments of future hard-minerals royalty revenues conveyed, like-kind exchanges of property, and a judicially-controlled account related to a Brazilian tax dispute. See Note 18—Contingencies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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FOOTNOTES Table of Contents

19. Segment Information

Anadarko’s business segments are separately managed due to distinct operational differences. On February 28, 2019, Anadarko completed the previously announced contribution and sale of substantially all of its remaining midstream assets to WES. Due to this contribution and sale, the Company no longer reports an Other Midstream segment and now has two reporting segments: Exploration and Production and WES Midstream, which include their respective marketing results. Prior period amounts have been reclassified to conform to the current-period presentation.

The Exploration and Production reporting segment is engaged in the exploration, development, production, and sale of oil, natural gas, and NGLs and is advancing its Mozambique LNG project to the construction phase after announcing FID on June 18, 2019. The WES Midstream reporting segment is engaged in gathering, compressing, treating, processing, and transporting of natural gas; gathering, stabilizing, and transporting of oil and NGLs; and gathering and disposing of produced water.

To assess the performance of Anadarko’s operating segments, the chief operating decision maker analyzes Adjusted EBITDAX. The Company defines Adjusted EBITDAX as income (loss) before income taxes; interest expense; DD&A; exploration expense; gains (losses) on divestitures, net; impairments; total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives; certain items not related to the Company’s normal operations; and less net income (loss) attributable to noncontrolling interests.

The Company’s definition of Adjusted EBITDAX excludes gains (losses) on divestitures, net and exploration expense as they are not indicators of operating efficiency for a given reporting period. DD&A and impairments are excluded from Adjusted EBITDAX as a measure of segment operating performance because capital expenditures are evaluated at the time capital costs are incurred. Adjusted EBITDAX also excludes interest expense to allow for assessment of segment operating results without regard to Anadarko’s financing methods or capital structure. Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives are excluded from Adjusted EBITDAX because these (gains) losses are not considered a measure of asset operating performance. Finally, net income (loss) attributable to noncontrolling interests is excluded from the Company’s measure of Adjusted EBITDAX because it represents earnings that are not attributable to the Company’s common stockholders.

Management believes Adjusted EBITDAX provides information useful in assessing the Company’s operating and financial performance across periods. Adjusted EBITDAX as defined by Anadarko may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with net income (loss) attributable to common stockholders and other performance measures, such as operating income. Below is a reconciliation of consolidated Adjusted EBITDAX to income (loss) before income taxes:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions	2019			2018			2019			2018
Income (loss) before income taxes	$	(736	)	$	142		$	(474	)	$	442
Interest expense	249			237			502			465
DD&A	1,161			1,003			2,242			1,993
Exploration expense	90			94			139			262
(Gains) losses on divestitures, net	(6		)	(52		)	(1		)	(28		)
Impairments	—			128			—			147
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives	255			267			571			240
Reorganization-related charges	15			—			33			—
Merger transaction costs	1,042			—			1,042			—
Less net income (loss) attributable to noncontrolling interests	80			(12		)	191			41
Consolidated Adjusted EBITDAX	$	1,990		$	1,831		$	3,863		$	3,480

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FINANCIAL STATEMENTS
FOOTNOTES Table of Contents

19. Segment Information (Continued)

Information presented below as “Other and Intersegment Eliminations” includes corporate costs, margin on sales of third-party commodity purchases, deficiency fee expenses, results from hard-minerals royalties, net cash from settlement of commodity derivatives, and net income (loss) attributable to noncontrolling interests. The following summarizes selected financial information for Anadarko’s reporting segments:

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Three Months Ended June 30, 2019
Sales revenues		$	2,852			$	492			$	12		$	3,356
Intersegment revenues		40				193				(233		)	—
Other		(4		)		70				14			80
Total revenues and other (1)		2,888				755				(207		)	3,436
Operating costs and expenses (2)		987				381				(4		)	1,364
Net cash from settlement of commodity derivatives		—				—				—			—
Other (income) expense, net (3)		—				(59		)		62			3
Net income (loss) attributable to noncontrolling interests		—				—				80			80
Total expenses and other		987				322				138			1,447
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				1			1
Adjusted EBITDAX		$	1,901			$	433			$	(344	)	$	1,990
Three Months Ended June 30, 2018
Sales revenues		$	2,772			$	358			$	38		$	3,168
Intersegment revenues		14				160				(174		)	—
Other		3				39				29			71
Total revenues and other (1)		2,789				557				(107		)	3,239
Operating costs and expenses (2)		900				246				101			1,247
Net cash from settlement of commodity derivatives		—				—				170			170
Other (income) expense, net (3)		—				—				4			4
Net income (loss) attributable to noncontrolling interests		—				—				(12		)	(12		)
Total expenses and other		900				246				263			1,409
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				1			1
Adjusted EBITDAX		$	1,889			$	311			$	(369	)	$	1,831

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

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

⁽³⁾  Other (income) expense, net excludes reorganization-related charges since these expenses are excluded from Adjusted EBITDAX.

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FOOTNOTES Table of Contents

19. Segment Information (Continued)

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Six Months Ended June 30, 2019
Sales revenues		$	5,458			$	992			$	32		$	6,482
Intersegment revenues		91				365				(456		)	—
Other		4				132				41			177
Total revenues and other (1)		5,553				1,489				(383		)	6,659
Operating costs and expenses (2)		1,979				723				(98		)	2,604
Net cash from settlement of commodity derivatives		—				—				(6		)	(6		)
Other (income) expense, net (3)		—				(95		)		100			5
Net income (loss) attributable to noncontrolling interests		—				—				191			191
Total expenses and other		1,979				628				187			2,794
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				(2		)	(2		)
Adjusted EBITDAX		$	3,574			$	861			$	(572	)	$	3,863
Six Months Ended June 30, 2018
Sales revenues		$	5,428			$	706			$	60		$	6,194
Intersegment revenues		24				313				(337		)	—
Other		(6		)		80				40			114
Total revenues and other (1)		5,446				1,099				(237		)	6,308
Operating costs and expenses (2)		1,770				476				318			2,564
Net cash from settlement of commodity derivatives		—				—				238			238
Other (income) expense, net		—				—				(8		)	(8		)
Net income (loss) attributable to noncontrolling interests		—				—				41			41
Total expenses and other		1,770				476				589			2,835
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				7			7
Adjusted EBITDAX		$	3,676			$	623			$	(819	)	$	3,480

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

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

⁽³⁾  Other (income) expense, net excludes reorganization-related charges since these expenses are excluded from Adjusted EBITDAX.

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FINANCIAL STATEMENTS
FOOTNOTES Table of Contents

19. Segment Information (Continued)

The following summarizes selected financial information for Anadarko’s reporting segments:

millions	Exploration & Production			WES Midstream			Other and Intersegment Eliminations			Total
June 30, 2019
Net properties and equipment		$	18,306		$	8,794		$	1,991		$	29,091
Capital expenditures (1)		$	1,879		$	571		$	103		$	2,553
Goodwill		$	4,343		$	446		$	—		$	4,789
December 31, 2018
Net properties and equipment		$	18,276		$	8,410		$	1,929		$	28,615
Capital expenditures (1)		$	4,103		$	1,912		$	170		$	6,185
Goodwill		$	4,343		$	446		$	—		$	4,789

⁽¹⁾  WES Midstream includes $49 million at June 30, 2019, and $734 million at December 31, 2018, of capitalized costs incurred by Anadarko prior to the contribution and sale of midstream assets to WES.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
INDEX Table of Contents

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

The following discussion should be read together with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included in this Form 10-Q in Part I, Item 1; the information set forth in the Risk Factors under Part II, Item 1A; the Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018; and the information set forth in the Risk Factors under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Index	Page
Management Overview	41
Financial Results	43
Liquidity and Capital Resources	55
Recent Accounting Developments	58

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MANAGEMENT’S DISCUSSION AND ANALYSIS
MANAGEMENT OVERVIEW Table of Contents

MANAGEMENT OVERVIEW

Anadarko’s strategic objectives are to explore for, develop, and commercialize resources globally; ensure health, safety, and environmental excellence; focus on financial discipline, flexibility, and value creation; and demonstrate the Company’s core values in all its business activities. The Company’s revenues, operating results, cash flows from operations, capital spending, and future growth rates are highly dependent on commodity prices, which affect the value the Company receives from its sales of oil, natural gas, and NGLs.

The Company remains committed to investing within cash flow in a $50 oil-price environment. Anadarko is focused on capital efficiency and maximizing cash flow generation, and has actively managed its portfolio to focus on higher-return, oil-levered opportunities in areas where it possesses both scale and competitive advantages, namely in the Delaware and DJ basins in the U.S. onshore and in the deepwater Gulf of Mexico.

In the Delaware basin, the Company continues to build out one of the most expansive and integrated infrastructure positions in the region as it transitions toward multi-well pad development, primarily in Reeves and Loving counties. The Company also continues to leverage its minerals-interest ownership and extensive infrastructure position in the DJ basin to deliver development wells with attractive rates of return. In the Gulf of Mexico, the Company is conducting operations that are focused toward high-return oil development opportunities near the Company’s expansive infrastructure. 

The Company has returned capital directly to its investors through its quarterly cash dividend, its authorized Share-Repurchase Program, and its debt-reduction program. Since the Share-Repurchase Program was announced in 2017, the Company has repurchased 65 million shares of its common stock for $3.75 billion. Additionally, since the announcement of the debt-reduction program in 2018, the Company has completed total repayments of $1.5 billion. No additional share repurchases under the Share-Repurchase Program or debt retirements are anticipated pursuant to the terms of the Occidental Merger Agreement.

Merger On April 11, 2019, the Company entered into the Chevron Merger Agreement. On April 24, 2019, Occidental announced a proposal to acquire Anadarko and further revised its proposal on May 5, 2019. On May 6, 2019, Anadarko announced that its Board had unanimously determined that the Occidental proposal was a “Superior Proposal” as defined in the Chevron Merger Agreement and, on May 9, 2019, provided Chevron a notice terminating the Chevron Merger Agreement. Pursuant to the terms of the Chevron Merger Agreement, the Company paid the Chevron Merger Termination Fee of $1.0 billion. Also on May 9, 2019, the Company entered into the Occidental Merger Agreement, which provides that, among other things, and subject to the terms and conditions of the Occidental Merger Agreement, a wholly owned subsidiary of Occidental will be merged with and into Anadarko, with Anadarko continuing as the surviving corporation and a wholly owned subsidiary of Occidental. Pursuant to the Occidental Merger Agreement, at the effective time of the Occidental Merger and subject to potential further adjustments as specified in the Occidental Merger Agreement, Anadarko stockholders will receive $59.00 in cash and 0.2934 of a share of Occidental common stock for each share of Anadarko common stock, plus cash in lieu of any fractional Occidental shares that otherwise would have been issued. The transaction was approved by the Boards of Directors of both companies. The Occidental Merger is subject to Anadarko stockholder approval and other customary closing conditions. Anadarko is holding a special meeting of its stockholders on August 8, 2019, for holders of record as of July 11, 2019, to vote on the proposal necessary to complete the Occidental Merger. Assuming all closing conditions are satisfied, including obtaining the requisite approval from the Anadarko stockholders, Occidental and Anadarko expect the Occidental Merger to close shortly after the special meeting of Anadarko stockholders.

In addition to the Chevron Merger Termination Fee, Anadarko has incurred merger transaction costs of $42 million as of June 30, 2019.

Mozambique FID On June 18, 2019, the Company and its co-venturers in Mozambique’s Offshore Area 1 announced FID on the Anadarko-led Area 1 Mozambique LNG project. This official declaration of FID confirms the Golfinho/Atum Plan of Development is now effective with notice provided to the Government of Mozambique that all conditions precedent have been satisfied, and the project can now advance to the construction phase. The Mozambique LNG project initially consists of two LNG trains with total nameplate capacity of 12.88 MTPA to support the development of the Golfinho/Atum fields located entirely within Offshore Area 1. Subsequent to FID, the Company began entering into various long-term contractual commitments pertaining to LNG activities in Mozambique. As of June 30, 2019, the gross aggregate future payments under these contracts was approximately $2.0 billion, of which $507 million is net to Anadarko. On July 26, 2019, Anadarko issued a Notice-to-Proceed to the onshore engineering, procurement, and construction contractor for the Mozambique LNG project, resulting in additional obligations with gross aggregate future payments of approximately $8.0 billion, of which $2.1 billion is net to Anadarko. See Note 12—Commitments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
MANAGEMENT OVERVIEW Table of Contents

Midstream Asset Sale and WES Merger On February 28, 2019, Anadarko completed the previously announced contribution and sale of substantially all of its midstream assets, which consisted mainly of oil infrastructure assets in the DJ basin and oil and water infrastructure assets in the Delaware basin, to WES Operating for $4.0 billion, with $2.0 billion of cash proceeds and $2.0 billion of WES Operating common units. Immediately after the asset contribution and sale, a wholly owned subsidiary of WES merged with and into WES Operating, with WES Operating continuing as the surviving entity and a subsidiary of WES.

Significant Second Quarter 2019 Operating and Financial Activities

Total Company

– The Company’s oil sales volume averaged 434 MBbls/d in the second quarter of 2019, representing a 19% increase from the second quarter of 2018, primarily due to increased sales volume from the Delaware and DJ basins, Algeria, Ghana, and the Gulf of Mexico.

– The Company’s overall sales-volume product mix in the second quarter of 2019 is 59% oil and 74% liquids.

U.S. Onshore

– Total sales volume averaged 484 MBOE/d in the second quarter of 2019, representing a 16% increase from the second quarter of 2018, and oil sales volume averaged 207 MBbls/d in the second quarter of 2019, representing a 23% increase from the second quarter of 2018, primarily due to continued drilling and completion activities and midstream infrastructure additions.

Gulf of Mexico

– Oil sales volume averaged 130 MBbls/d in the second quarter of 2019, representing a 14% increase from the second quarter of 2018, primarily due to new wells coming online at Holstein, increased well performance at Horn Mountain, and lower downtime at various platforms in 2019 compared to 2018, partially offset by natural production declines.

Ghana

– In the TEN field, a previously drilled water injection well was completed and brought online, and another water injection well was drilled.

– In the Jubilee field, drilling operations were concluded on a production well and a previously drilled water injection well was completed and brought online.

Mozambique

– Anadarko and its Area 1 co-venturers announced FID on the Anadarko-led Area 1 Mozambique LNG project.

– As of June 30, 2019, Anadarko and its Area 1 co-venturers have successfully secured 11.1 MTPA of long-term LNG sales with key buyers in Asia and Europe, including a 17-year sale and purchase agreement with JERA Co., Inc. and CPC Corporation, Taiwan for 1.6 MTPA announced in May 2019. All of the executed long-term SPAs are now effective, with total contracted volume representing 86% of the plant’s nameplate capacity.

– The Company issued a Notice-to-Proceed to the offshore engineering, procurement, construction, and installation contractor shortly after FID and issued a Notice-to-Proceed to the onshore engineering, procurement, and construction contractor in July 2019.

– The Company is working to finalize project finance arrangements and site preparation activities continue as crews progress the construction of the resettlement village, the camp expansion, the airstrip, and the Palma-Afungi Highway.

Financial

– The Company generated $776 million of cash flow from operations and ended the second quarter of 2019 with $1.4 billion of cash.

– Pursuant to the terms of the Chevron Merger Agreement, the Company paid the Chevron Merger Termination Fee of $1.0 billion.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS Table of Contents

FINANCIAL RESULTS

	Three Months Ended					Six Months Ended
	June 30,					June 30,
millions except per-share amounts	2019			2018		2019			2018
Oil, natural-gas, and NGL sales	$	2,891		$	2,786	$	5,547		$	5,452
Gathering, processing, and marketing sales	465			382		935			742
Gains (losses) on divestitures and other, net	86			123		178			142
Revenues and other	$	3,442		$	3,291	$	6,660		$	6,336
Costs and expenses (1)	3,657			2,472		6,041			4,966
Other (income) expense	521			677		1,093			928
Income tax expense (benefit)	209			125		375			251
Net income (loss) attributable to common stockholders	$	(1,025	)	$	29	$	(1,040	)	$	150
Net income (loss) per common share attributable to common stockholders—diluted	$	(2.09	)	$	0.05	$	(2.13	)	$	0.28
Average number of common shares outstanding—diluted	491			505		491			512

⁽¹⁾  Includes the Chevron Merger Termination Fee of $1.0 billion. See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information on the Occidental Merger.

The following discussion pertains to Anadarko’s results of operations, financial condition, and changes in financial condition. Any increases or decreases “for the three months ended June 30, 2019,” refer to the comparison of the three months ended June 30, 2019, to the three months ended June 30, 2018, and any increases or decreases “for the six months ended June 30, 2019,” refer to the comparison of the six months ended June 30, 2019, to the six months ended June 30, 2018. The primary factors that affect the Company’s results of operations include commodity prices for oil, natural gas, and NGLs; sales volume; the cost of finding and developing such reserves; and operating costs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS Table of Contents

REVENUES AND SALES VOLUME

E&P Sales Revenues by Product

Oil Natural Gas NGLs

The table below illustrates the effects of changes in prices and sales volume. Price changes for the three and six months ended June 30, 2019 were primarily due to lower oil and NGL prices in 2019. Sales volume changes for the three and six months ended June 30, 2019 primarily included increases associated with continued drilling and completion activities in the Delaware and DJ basins.

Total E&P Sales Revenues

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MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS Table of Contents

The following provides Anadarko’s sales volume for the three and six months ended June 30:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2019	2018	2019	2018
Barrels of Oil Equivalent (MMBOE)
United States	59	50	115	100
International	9	8	17	16
Total barrels of oil equivalent	68	58	132	116
Barrels of Oil Equivalent per Day (MBOE/d)
United States	642	552	636	553
International	102	85	93	87
Total barrels of oil equivalent per day	744	637	729	640

Sales volume represents actual production volume adjusted for changes in commodity inventories as well as natural-gas production volume provided to satisfy a commitment under the Jubilee development plan in Ghana. The Company has derivative instruments in place to reduce the price risk associated with future production. For additional information, see Note 8—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q. Production of oil, natural gas, and NGLs is usually not affected by seasonal swings in demand.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS Table of Contents

Oil Sales Revenues, Volume, and Average Prices

Oil Sales Revenues

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Oil sales revenues (millions)	$	2,470	$	2,265	$	4,566	$	4,392
Average price per barrel
United States	$	60.60	$	66.94	$	57.90	$	64.75
International	68.88		73.70		65.96		70.51
Total	$	62.45	$	68.43	$	59.58	$	66.03
Sales volume (MMBbls)
United States	32		27		61		52
International	8		7		16		15
Total	40		34		77		67
Sales volume per day (MBbls/d)
United States	337		284		335		286
International	97		80		88		82
Total	434		364		423		368

Oil Prices

The average oil price received decreased for the three and six months ended June 30, 2019, primarily due to concerns of oil demand weakness from a slowing global economy.

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Oil Sales Volume

2019 vs. 2018  The Company’s oil sales volume increased by 70 MBbls/d for the three months ended June 30, 2019, and 55 MBbls/d for the six months ended June 30, 2019, primarily due to the following:

U.S. Onshore

– Sales volume for the Delaware basin increased by 20 MBbls/d for the three months ended June 30, 2019, and 24 MBbls/d for the six months ended June 30, 2019, primarily due to continued drilling and completion activities and midstream infrastructure additions in 2019.

– Sales volume for the DJ basin increased by 12 MBbls/d for the three months ended June 30, 2019, and 8 MBbls/ d for the six months ended June 30, 2019, primarily due to continued drilling and completion activities in 2019.

Gulf of Mexico

– Sales volume for the Gulf of Mexico increased by 15 MBbls/d for the three months ended June 30, 2019, and 13 MBbls/d for the six months ended June 30, 2019, primarily due to new wells coming online at Holstein, increased well performance at Horn Mountain, and lower downtime at various platforms in 2019 compared to 2018, partially offset by natural production declines.

International

– Sales volume for Algeria increased by 8 MBbls/d for the three months ended June 30, 2019, and 6 MBbls/d for the six months ended June 30, 2019, primarily due to the size and timing of liftings.

– Sales volume for Ghana increased by 9 MBbls/d for the three months ended June 30, 2019, primarily due to the timing of liftings.

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Natural-Gas Sales Revenues, Volume, and Average Prices

Natural-Gas Sales Revenues

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Natural-gas sales revenues (millions)	$	205	$	203	$	525	$	450
Average price per Mcf	$	1.93	$	2.15	$	2.50	$	2.38
Sales volume (Bcf) (1)	106		94		210		189
Sales volume per day (MMcf/d) (1)	1,167		1,037		1,159		1,044

⁽¹⁾  Natural-gas sales volume primarily originates in the United States.  

Natural-Gas Prices

The average natural-gas price received increased for the six months ended June 30, 2019, primarily due to increased residential and commercial demand from colder-than-normal temperatures in the western U.S. and improved price differentials in the DJ basin through April 2019. The average natural-gas price received decreased for the three months ended June 30, 2019, due to lower electric generation demand and wider DJ and Delaware basin differentials during the last two months of the second quarter.

Natural-Gas Sales Volume

2019 vs. 2018  The Company’s natural-gas sales volume increased by 130 MMcf/d for the three months ended June 30, 2019, and 115 MMcf/d for the six months ended June 30, 2019, primarily due to continued drilling and completion activities in the Delaware and DJ basins in 2019.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
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Natural-Gas Liquids Sales Revenues, Volume, and Average Prices

Natural-Gas Liquids Sales Revenues

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Natural-gas liquids sales revenues (millions)	$	216	$	318	$	456	$	610
Average price per barrel	$	20.63	$	34.88	$	22.33	$	34.27
Sales volume (MMBbls) (1)	10		9		20		18
Sales volume (MBbls/d) (1)	115		100		113		98

⁽¹⁾  Approximately 95% of NGL sales volume originates in the United States.

NGL Prices

The average NGL price received decreased for the three and six months ended June 30, 2019, primarily due to higher overall NGL production as a result of infrastructure additions and lower consumption stemming from both reduced chemical plant utilization and stagnant LPG exports.

NGL Sales Volume

2019 vs. 2018  The Company’s NGL sales volume increased by 15 MBbls/d for the three and six months ended June 30, 2019, primarily due to continued drilling and completion activities and midstream infrastructure additions in the Delaware basin in 2019.

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Gathering, Processing, and Marketing

	Three Months Ended				Six Months Ended
	June 30,				June 30,
millions	2019		2018		2019		2018
Gathering, processing, and marketing sales	$	465	$	382	$	935	$	742
Gathering, processing, and marketing expense	274		252		530		489
Gathering, processing, and marketing, net	$	191	$	130	$	405	$	253

Gathering and processing sales include fee revenue earned by providing gathering, processing, compression, and treating services to third parties as well as revenue from the sale of NGLs and remaining residue gas extracted from natural gas purchased from third parties and processed by WES. The net margin from the sale of NGLs and residue gas for service customers when WES is acting as an agent is also included. Gathering and processing expense includes the cost of third-party natural gas purchased and processed by WES as well as transportation and other operating expenses related to WES’s costs to perform gathering and processing activities.

Marketing sales include the margin earned from purchasing and selling third-party oil and natural gas. Marketing expense includes transportation and other operating expenses related to the Company’s costs to perform third-party marketing activities.

Total gathering, processing, and marketing, net increased by $61 million for the three months ended June 30, 2019, and by $152 million for the six months ended June 30, 2019, primarily due to increased throughput volume at the West Texas Complex and the DJ Basin Complex as a result of increased drilling activities in the Delaware basin and increased third-party activity in the DJ basin.

Gains (Losses) on Divestitures and Other, net

	Three Months Ended				Six Months Ended
	June 30,				June 30,
millions	2019		2018		2019		2018
Gains (losses) on divestitures, net	$	6	$	52	$	1	$	28
Other	80		71		177		114
Gains (losses) on divestitures and other, net	$	86	$	123	$	178	$	142

Gains (losses) on divestitures and other, net includes gains (losses) on divestitures and other operating revenues, including earnings (losses) from equity investments, hard-minerals royalties, and other revenues.

Earnings (losses) from equity investments increased by $15 million for the three months ended June 30, 2019, and by $58 million for the six months ended June 30, 2019, primarily related to the Company’s investments in midstream joint ventures. During the six months ended June 30, 2018, Anadarko divested certain non-core U.S. onshore and Gulf of Mexico assets. See Note 4—Divestitures in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information.

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RESULTS OF OPERATIONS Table of Contents

COSTS AND EXPENSES

The following provides Anadarko’s total costs and expenses for the three and six months ended June 30:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
millions	2019		2018		2019		2018
Oil and gas operating	$	310	$	275	$	599	$	551
Oil and gas transportation	222		209		444		405
Exploration	90		94		139		262
Gathering, processing, and marketing (1)	274		252		530		489
G&A	368		288		635		566
Merger transaction costs (2)	1,042		—		1,042		—
DD&A	1,161		1,003		2,242		1,993
Production, property, and other taxes	182		201		381		391
Impairments (3)	—		128		—		147
Other operating expense (4)	8		22		29		162
Total	$	3,657	$	2,472	$	6,041	$	4,966

⁽¹⁾  See above explanation of gathering, processing, and marketing.

⁽²⁾  Includes Chevron Merger Termination Fee of $1.0 billion, as well as $42 million of additional merger transaction costs. See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information on the Occidental Merger.

⁽³⁾  See Note 5—Impairments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information on impairments.

⁽⁴⁾  Includes adjustments to contingency accruals, charges for drilling rig idle time, adjustments to drilling rig termination fees, and surface owner payments.

Oil and Gas Operating Expenses

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Oil and gas operating (millions)	$	310	$	275	$	599	$	551
Oil and gas operating—per BOE	4.57		4.75		4.54		4.76

Oil and gas operating expense increased by $48 million for the six months ended June 30, 2019, primarily due to the following:

– higher U.S. onshore costs of $63 million, primarily related to increased operated and nonoperated activity in the DJ and Delaware basins

– higher operated costs of $33 million in the Gulf of Mexico, primarily related to increased workover activity

– lower nonoperated costs of $37 million in Ghana, primarily due to insurance reimbursement credits received in 2019 related to Jubilee turret repair

– lower costs of $10 million as a result of U.S. onshore and Gulf of Mexico asset divestitures

The related costs per BOE decreased by $0.22 for the six months ended June 30, 2019, primarily due to insurance reimbursement credits received in 2019 related to Jubilee turret repair, partially offset by an increased percentage of production in the Delaware basin and higher operated costs in the Gulf of Mexico related to increased workover activity.

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Oil and Gas Transportation Expenses

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Oil and gas transportation (millions)	$	222	$	209	$	444	$	405
Oil and gas transportation—per BOE	3.28		3.61		3.37		3.50

Oil and gas transportation expense increased by $39 million for the six months ended June 30, 2019, primarily due to increased sales volumes in the Delaware and DJ basins and the Gulf of Mexico, partially offset by lower average transportation rates.

Exploration Expense

	Three Months Ended				Six Months Ended
	June 30,				June 30,
millions	2019		2018		2019		2018
Dry hole expense	$	3	$	2	$	3	$	55
Impairments of unproved properties	38		41		38		94
Geological and geophysical, exploration overhead, and other expense	49		51		98		113
Total exploration expense	$	90	$	94	$	139	$	262

Dry Hole Expense

Dry hole expense for the six months ended June 30, 2018, included $50 million related to unsuccessful drilling activities in the Gulf of Mexico.

Impairments of Unproved Properties

For discussion related to impairments of unproved properties, see Note 5—Impairments in the Notes to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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G&A

	Three Months Ended				Six Months Ended
	June 30,				June 30,
millions	2019		2018		2019		2018
G&A	$	368	$	288	$	635	$	566

G&A increased by $80 million for the three months ended June 30, 2019, and $69 million for the six months ended June 30, 2019, primarily due to increases in the fair value of performance-based unit awards, reorganization-related expenses, and legal and consulting fees.

The fair value of the performance-based unit awards is calculated using a Monte Carlo simulation that incorporates several variables, including Anadarko’s historical share price and share prices of a predetermined group of peer companies to estimate the future total stockholder returns of each. Accordingly, future G&A could be higher or lower based on the outputs from the Monte Carlo simulation for the performance-based unit awards.

DD&A

	Three Months Ended				Six Months Ended
	June 30,				June 30,
millions	2019		2018		2019		2018
DD&A	$	1,161	$	1,003	$	2,242	$	1,993

DD&A expense increased by $249 million for the six months ended June 30, 2019, primarily due to the following:

– $179 million increase, primarily due to increased production in the Delaware and DJ basins and the Gulf of Mexico, partially offset by a lower DD&A rate in 2019 primarily driven by increased proved developed reserves in Ghana

– $71 million increase in straight line depreciation related to additional midstream infrastructure in the Delaware and DJ basins

Other (Income) Expense

	Three Months Ended				Six Months Ended
	June 30,				June 30,
millions	2019		2018		2019		2018
Interest expense	$	249	$	237	$	502	$	465
(Gains) losses on derivatives, net (1)	254		436		567		471
Other (income) expense, net	18		4		24		(8		)
Total	$	521	$	677	$	1,093	$	928

⁽¹⁾  (Gains) losses on derivatives, net represents the changes in fair value of the Company’s derivative instruments as a result of changes in commodity prices and interest rates, contract modifications, and settlements. See Note 8—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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Income Tax Expense (Benefit)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions except percentages	2019			2018			2019			2018
Income tax expense (benefit)	$	209		$	125		$	375		$	251
Income (loss) before income taxes	(736		)	142			(474		)	442
Effective tax rate	(28		)%	88		%	(79		)%	57		%

The Company’s effective tax rate is impacted each year by the relative pre-tax income (loss) earned by the Company’s operations in the U.S., Algeria, and the rest of the world. The Company is subject to statutory tax rates of 38% in Algeria and 35% in Ghana. These higher-taxed foreign operations as well as non-deductible Algerian exceptional profits tax for Algerian income tax purposes generally cause the Company’s effective tax rate to vary significantly from the U.S. corporate tax rate. Additionally, the Company’s effective tax rate is typically impacted by net changes in uncertain tax positions, income attributable to noncontrolling interests, state income taxes (net of federal benefit), and dispositions of non-deductible goodwill. For the three and six months ended June 30, 2019, the Company’s effective tax rate was also impacted by the non-deductible Chevron Merger Termination Fee.

In 2018, the Company filed a petition with the U.S. Tax Court to dispute IRS disallowances related to the Company’s 2015 settlement payment for the Tronox Advisory Proceeding. For additional information, see Note 11—Income Taxes in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

	Six Months Ended
	June 30,
millions	2019			2018
Net cash provided by (used in) operating activities	$	1,905		$	2,655
Net cash provided by (used in) investing activities	(2,785		)	(3,056		)
Net cash provided by (used in) financing activities	980			(1,826		)

Overview

The Company has a variety of funding sources available, including cash, an asset portfolio that provides ongoing cash-flow-generating capacity, and the Company’s credit facility.

During the six months ended June 30, 2019, Anadarko retired $900 million of debt. Anadarko had $1.4 billion of cash at June 30, 2019 and following the expiration of the 364-Day facility in January 2019, the Company has $3.0 billion of borrowing capacity under the APC RCF. Anadarko believes that its current available cash and future operating cash flows will be sufficient to fund the Company’s operational and capital programs and its quarterly dividends. The Company continuously monitors its liquidity position and evaluates available funding alternatives in light of current and expected conditions.

Operating Activities

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

Cash flows from operating activities were $1.9 billion for the six months ended June 30, 2019, $750 million lower compared to the same period in 2018, primarily due to the payment of the Chevron Merger Termination Fee of $1.0 billion in 2019. See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information related to the Chevron Merger Termination Fee.

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Investing Activities

Capital Expenditures  The following presents the Company’s capital expenditures:

	Six Months Ended
	June 30,
millions	2019			2018
Cash Flows from Investing Activities
Additions to properties and equipment (1)	$	2,691		$	3,277
Adjustments for capital expenditures
Changes in capital accruals	(74		)	211
Other	(64		)	14
Total capital expenditures	$	2,553		$	3,502
Exploration and Production and other capital expenditures	$	1,982		$	2,374
WES Midstream capital expenditures (2)	571			1,128

⁽¹⁾  Additions to properties and equipment as presented within Anadarko’s cash flows from investing activities include cash payments for cost of properties, equipment, and facilities. The cost of properties includes the initial capitalization of drilling costs associated with all exploratory wells, whether or not they were deemed to have a commercially sufficient quantity of proved reserves.

⁽²⁾  WES Midstream includes $49 million at June 30, 2019, and $500 million at June 30, 2018, of capitalized costs incurred by Anadarko prior to the contribution and sale of midstream assets to WES.

The Company’s capital expenditures decreased by $949 million for the six months ended June 30, 2019. Exploration and Production capital expenditures decreased primarily due to lower development costs of $279 million driven by reduced drilling activity in the DJ and Delaware basins and the Gulf of Mexico. Exploration costs decreased by $122 million primarily related to decreased exploration activity in the U.S. onshore. WES Midstream capital expenditures decreased by $557 million primarily due to reduced development activity in the Delaware basin following the completion of significant infrastructure projects in 2018.

Investments  During the six months ended June 30, 2019, the Company made capital contributions of $171 million for equity investments, which are presented as cash flows from investing activities as a component of Other, net. These contributions were primarily associated with joint ventures for the Red Bluff and Cactus II pipelines in West Texas.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES Table of Contents

Financing Activities

millions except percentages	June 30, 2019				December 31, 2018
Anadarko		$	10,740			$	11,602
WES		7,489				4,815
Total debt		$	18,229			$	16,417
Total equity		9,331				10,943
Consolidated debt to total capitalization ratio		66.1		%		60.0		%

Debt-Reduction Program  The Company commenced a $2.0 billion debt-reduction program in 2018. During the six months ended June 30, 2019, Anadarko retired $900 million of debt, bringing total repayments under the debt-reduction program to $1.5 billion. No additional debt retirements are anticipated pursuant to the terms of the Occidental Merger Agreement.

Credit Facilities

APC RCFs  The Company has a $3.0 billion senior unsecured RCF that matures in January 2023. The Company’s $2.0 billion 364-day senior unsecured RCF expired in January 2019. At June 30, 2019, Anadarko had no outstanding borrowings under the APC RCF and was in compliance with all covenants.

WES RCFs Effective on February 15, 2019, WES amended the maturity date of its senior unsecured RCF from February 2023 to February 2024, and upon completion of the WES Merger, expanded the borrowing capacity from $1.5 billion to $2.0 billion (WES RCF). At June 30, 2019, WES had outstanding borrowings under its RCF of $920 million at an interest rate of 3.71%, outstanding letters of credit of $5 million, available borrowing capacity of $1.1 billion, and was in compliance with all covenants.

In February 2019, WES borrowed $2.0 billion under its senior unsecured credit facility (WES Term Loan Facility) to fund substantially all of the cash portion of the consideration under the WES midstream asset contribution and sale and the payment of related transaction costs. As of June 30, 2019, the WES Term Loan Facility was anticipated to mature on February 27, 2020, the day prior to the one-year anniversary of the completion of the WES Merger. As of June 30, 2019, net cash proceeds received from future asset sales and debt or equity offerings by WES were required to be used to repay amounts outstanding under the WES Term Loan Facility. At June 30, 2019, WES had outstanding borrowings under its WES Term Loan Facility of $2.0 billion at an interest rate of 3.78% and was in compliance with all covenants.

On July 1, 2019, WES entered into an amendment to the WES Term Loan Facility to, among other things, (i) increase the commitments available under the WES Term Loan Facility from $2.0 billion to $3.0 billion, the incremental $1.0 billion of which may be drawn by WES on or before September 30, 2019, (ii) extend the maturity date from February 27, 2020 to December 31, 2020, and (iii) modify the provision requiring that all debt issuance proceeds be used to repay the WES Term Loan Facility to allow for a $1.0 billion carve out of debt offering proceeds.

See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information related to the WES Merger.

WGP RCF  In March 2019, the $35 million senior secured RCF (WGP RCF) matured following the completion of the WES Merger. See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information related to the WES Merger.

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LIQUIDITY AND CAPITAL RESOURCES Table of Contents

Debt Activity  Amounts in the table below do not include finance lease activity and are presented at face value.

		Six Months Ended
millions	Company	June 30, 2019			Description
Borrowings	WES	$	2,000		WES Term Loan Facility (1)
	WES	700			WES RCF (2)
Repayments	Anadarko	(600		)	8.700% Senior Notes due 2019
	Anadarko	(300		)	6.950% Senior Notes due 2019
	WES	(28		)	WGP RCF

⁽¹⁾  Borrowings were used to fund substantially all of the cash portion of the consideration for the WES midstream asset contribution and sale and the payment of related transaction costs.

⁽²⁾  Borrowings were used for general partnership purposes, including capital expenditures.

See Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information on the Company’s debt instruments.

Debt Maturities  Anadarko’s Zero Coupons can be put to the Company in October of each year, in whole or in part, for the then-accreted value of the outstanding Zero Coupons, which, if put in whole, will be $942 million at the next put date in October 2019. Anadarko’s Zero Coupons were classified as long-term debt on the Company’s Consolidated Balance Sheet at June 30, 2019, as the Company has the ability and intent to refinance these obligations using long-term debt, should a put be exercised.

For additional information on the Company’s debt instruments, see Note 9—Debt in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Derivative Instruments  For information on derivative instruments, including cash flow treatment, see Note 8—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Common Stock Dividends  Anadarko paid dividends to its common stockholders of $299 million during the six months ended June 30, 2019, and $254 million during the six months ended June 30, 2018. In February 2018, the Company increased the quarterly dividend to $0.25 per share. As part of the Company’s focus on increasing stockholder returns, the quarterly dividend increased again in November 2018 to $0.30 per share. Anadarko has paid a dividend to its common stockholders quarterly since becoming a public company in 1986.

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

Distributions to Noncontrolling Interest Owners  Distributions to noncontrolling interest owners primarily relate to WES distributions to third parties of $255 million for the six months ended June 30, 2019, and $238 million for the six months ended June 30, 2018.

RECENT ACCOUNTING DEVELOPMENTS

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

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MARKET RISK
QUANTITATIVE AND QUALITATIVE DISCLOSURES Table of Contents

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risks are attributable to fluctuations in energy prices and interest rates. These risks can affect revenues and cash flows, and the Company’s risk-management policies provide for the use of derivative instruments to manage these risks. The types of commodity derivative instruments used by the Company include futures, swaps, options, and fixed-price physical-delivery contracts. The volume of commodity derivatives entered into by the Company is governed by risk-management policies and may vary from year to year. Both exchange and over-the-counter traded derivative instruments may be subject to margin-deposit requirements, and the Company may be required from time to time to deposit cash or provide letters of credit with exchange brokers or counterparties to satisfy these margin requirements. For additional information relating to the Company’s derivative and financial instruments, see Note 8—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

COMMODITY-PRICE RISK 

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

Derivative Instruments Held for Non-Trading Purposes  The Company had derivative instruments in place to reduce the price risk associated with future production of 16 MMBbls of oil at June 30, 2019, with a net derivative asset position of $21 million. Based on actual derivative contractual volume, a 10% increase in underlying commodity prices would reduce the fair value of these derivatives by $30 million, while a 10% decrease in underlying commodity prices would increase the fair value of these derivatives by $36 million. However, any cash received or paid to settle these derivatives would be substantially offset by the sales value of production covered by the derivative instruments.

INTEREST-RATE RISK  

Borrowings, if any, under each of the APC RCF, the WES RCF, and the WES Term Loan Facility are subject to variable interest rates. The remaining balance of the Anadarko’s short-term and long-term borrowings has fixed interest rates. The Company has $2.9 billion of LIBOR-based obligations that are presented on the Company’s Consolidated Balance Sheets net of preferred investments in two noncontrolled entities. These obligations give rise to minimal net interest-rate risk because coupons on the related preferred investments are also LIBOR-based. While a 10% change in the applicable benchmark interest rate would not materially impact the Company’s interest cost, it would affect the fair value of outstanding fixed-rate debt.

At June 30, 2019, the Company had a net derivative liability position of $1.6 billion related to interest-rate swaps. A 10% increase (decrease) in the LIBOR interest-rate curve would decrease (increase) the aggregate fair value of outstanding interest-rate swap agreements by $105 million. However, any change in the interest-rate derivative gain or loss could be substantially offset by changes in actual borrowing costs associated with future debt issuances. For a summary of the Company’s outstanding interest-rate derivative positions, see Note 8—Derivative Instruments in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

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CONTROLS AND PROCEDURES
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Item 4.  Controls and Procedures

EVALUATION AND DISCLOSURE CONTROLS AND PROCEDURES

Anadarko’s Chief Executive Officer and Chief Financial Officer performed an evaluation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (Exchange Act). The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of June 30, 2019.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in Anadarko’s internal control over financial reporting during the second quarter of 2019 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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OTHER INFORMATION
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PART II

Item 1.  Legal Proceedings

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

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

In April 2019, Kerr-McGee Oil and Gas Onshore, LP, a subsidiary of the Company, entered into a Compliance Order on Consent with the State of Colorado’s Department of Public Health and Environment with respect to alleged noncompliance with the Colorado Air Quality Control Commission’s Regulations at certain facilities in the DJ basin in Colorado and agreed to pay a penalty of $521,400.

Kerr-McGee Gathering, LLC, a subsidiary of the Company, is currently in negotiations with the EPA and the State of Colorado with respect to alleged noncompliance with the leak detection and repair requirements of the Clean Air Act at its Fort Lupton complex in Colorado. Although management cannot predict the outcome of settlement discussions, it is likely a resolution of this matter will result in a fine or penalty in excess of $100,000.

See Note 13—Contingencies in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q, which is incorporated herein by reference, for a discussion of material legal proceedings to which the Company is a party.

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OTHER INFORMATION
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Item 1A.  Risk Factors

Due to the Company’s proposed combination with Occidental, there have been material changes to the risk factors included under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

For a complete discussion of the Company’s risk factors, refer to the risk factors included under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and the following risk factors relating to the proposed combination with Occidental:

We will be subject to business uncertainties while the Occidental Merger is pending, which could adversely affect our businesses.

Uncertainty about the effect of the Occidental Merger on employees and those that do business with us may have an adverse effect on Anadarko. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Occidental Merger is completed and for a period of time thereafter, and could cause those that deal with us to delay or defer certain business decisions or seek to terminate, change or renegotiate their relationships with us. Employee retention at Anadarko may be challenging during the pendency of the Occidental Merger, as employees may experience uncertainty about their future roles. In addition, the Occidental Merger Agreement restricts us from entering into certain corporate transactions, entering into certain material contracts, making certain changes to our capital budget, incurring certain indebtedness and taking other specified actions without the consent of Occidental, and generally requires us to continue our operations in the ordinary course of business during the pendency of the Occidental Merger. These restrictions may prevent us from pursuing attractive business opportunities or adjusting our capital plan prior to the completion of the Occidental Merger.

We may be subject to lawsuits relating to the Occidental Merger, which could adversely affect our business, financial condition and operating results.

Anadarko and/or its directors and officers may be subject to lawsuits relating to the Occidental Merger. Such litigation is very common in connection with acquisitions of public companies, regardless of any merits related to the underlying acquisition. While we will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on our business, financial condition and operating results.

Completion of the Occidental Merger is subject to a number of conditions, and if these conditions are not satisfied or waived, the Occidental Merger will not be completed. Failure to complete, or significant delays in completing, the Occidental Merger could negatively affect the trading price of our common stock and our future business and financial results.

Completion of the Occidental Merger is subject to satisfaction or waiver of certain closing conditions, including (1) the adoption of the Occidental Merger Agreement by Anadarko stockholders, (2) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act, as amended, applicable to the Occidental Merger (the U.S. Federal Trade Commission granted early termination of the applicable waiting period on June 3, 2019), (3) the absence of any order or law prohibiting consummation of the Occidental Merger, (4) the effectiveness of the Registration Statement on Form S-4 (the Registration Statement) filed by Occidental pursuant to which the shares of Occidental common stock to be issued in connection with the Occidental Merger will be registered with the Securities and Exchange Commission (the Registration Statement was declared effective on July 11, 2019) and (5) the authorization for listing on the NYSE of the shares of Occidental common stock to be issued in connection with the Occidental Merger. There can be no assurance that the conditions to the completion of the Occidental Merger will be satisfied or waived or that the Occidental Merger will be completed.

If the Occidental Merger is not completed, or if there are significant delays in completing the Occidental Merger, the trading price of our common stock and our future business and financial results could be negatively affected, and we may be subject to several risks, including the following:

– the requirement to, under certain circumstances provided in the Occidental Merger Agreement, pay Occidental a termination fee of $1.0 billion, which would have otherwise been available for general corporate purposes and other uses;

– negative reactions from the financial markets, including declines in the prices of our common stock due to the fact that the current price may reflect a market assumption that the Occidental Merger will be completed;

– having to pay certain transaction expenses and other costs relating to the Occidental Merger; and

– the attention of our management may have been diverted to the Occidental Merger rather than our own operations and pursuit of other opportunities that could have been beneficial to us.

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OTHER INFORMATION
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The Occidental Merger Agreement limits our ability to pursue alternatives to the Occidental Merger.

The Occidental Merger Agreement contains provisions that may discourage a third party from submitting a competing proposal that might result in greater value to our stockholders than the Occidental Merger, or may result in a potential competing acquirer of the Company proposing to pay a lower per share price to acquire us than it might otherwise have proposed to pay. These provisions include a general prohibition on us from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by our Board, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction.

Because the exchange ratio in the Occidental Merger Agreement is fixed and because the market price of Occidental common stock will fluctuate prior to the completion of the Occidental Merger, our stockholders cannot be sure of the market value of the Occidental common stock they will receive as consideration in the Occidental Merger.

Under the terms of the Occidental Merger Agreement, our stockholders will receive consideration consisting of a combination of $59.00 in cash and 0.2934 of a share of Occidental common stock for each share of Anadarko common stock. The exchange ratio for the stock component of the merger consideration is fixed, subject to adjustment only in limited circumstances pursuant to the Occidental Merger Agreement. There will be no adjustment to the exchange ratio to reflect changes in the market price of either Occidental common stock or our common stock between the date the Occidental Merger Agreement was signed and completion of the Occidental Merger.

Accordingly, the actual value of the stock component of any merger consideration received by our stockholders at the completion of the Occidental Merger will depend on the market value of Occidental common stock at that time. This market value may differ, possibly materially, from the market value of Occidental common stock at the time the Occidental Merger Agreement was signed or at any other time. The respective market prices of shares of Occidental and Anadarko common stock have fluctuated since the Occidental Merger Agreement was executed and will continue to fluctuate through the completion of the Occidental Merger as a result of a variety of factors, including general market and economic conditions, changes in each company’s business, operations and prospects, commodity prices, regulatory considerations, and the market’s assessment of Occidental’s business and the Occidental Merger. Such factors are difficult to predict and in many cases may be beyond the control of Occidental and us.

Material differences between the estimated and actual timing of critical events may affect the completion, cost and commencement of production from development projects.

We are involved in certain large development projects, such as the Mozambique LNG project for which the Company announced FID in June 2019. The completion of such projects may be delayed beyond our anticipated completion dates. Key factors that may affect the timing and outcome of such projects include the following:

– project approvals and funding by joint-venture partners

– availability of project financing

– timely issuance of permits and licenses by governmental agencies or legislative and other governmental approvals

– weather conditions

– availability of qualified personnel

– civil and political environment of, and existing infrastructure in, the country or region in which the project is located

– manufacturing and delivery schedules of critical equipment

– commercial arrangements for pipelines, tankers, and related equipment to transport and market hydrocarbons

Delays and differences between estimated and actual timing of critical events or our ability to secure financing on acceptable terms or at all may affect the forward-looking statements related to large development projects. If we are unable to complete such projects at their expected costs and in a timely manner, our financial condition, results of operations, or cash flows could be materially and adversely affected.

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OTHER INFORMATION
Table of Contents

Risks related to acquisitions and divestitures may adversely affect our business, financial condition, and results of operations.

Any acquisition involves potential risks, including, among other things:

– the validity of our assumptions about, among other things, reserves, estimated production, revenues, capital expenditures, operating expenses, and costs

– the assumption of environmental, decommissioning, and other liabilities, and losses or costs for which we are not indemnified or for which our indemnity is inadequate

– a failure to attain or maintain compliance with environmental, safety, and other governmental regulations

In addition, from time to time, we may sell or otherwise dispose of certain of our properties as a result of an evaluation of our asset portfolio and to help enhance our liquidity. These transactions also have inherent risks, including:

– possible delays in closing

– lower-than-expected sales proceeds for the disposed assets

– potential post-closing claims for indemnification

Moreover, the agreements relating to these transactions contain provisions pursuant to which liabilities related to past and future operations, such as matters of litigation, environmental contingencies, royalty obligations and income taxes, have been allocated between the parties by means of liability assumptions, indemnities, escrows, trusts and similar arrangements. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction and ultimately may be material. Also, as is typical in divestiture transactions, third parties may be unwilling to release the Company from guarantees or other credit support provided prior to the sale of the divested assets. In addition, one or more of the parties in these transactions could fail to perform its obligations under the agreements as a result of financial distress. For example, Sanchez Energy Corporation, which purchased substantially all of Anadarko’s Eagleford oil and natural-gas assets in 2017, recently elected to defer making an interest payment on its 6.125% Senior Notes due 2023. The indenture governing the 6.125% Senior Notes provides for a 30-day grace period, which expires on August 14, 2019, to make the scheduled interest payment. Anadarko is currently evaluating the matter. In the event that any such counterparty were to become the subject of a case proceeding under Title 11 of the U.S. Bankruptcy Code or any other insolvency law or similar law, the counterparty may not perform its obligations under the agreement and we may be responsible for the cost of the obligations assumed by the counterparties. As a result, after a divestiture, the Company may remain secondarily liable for the obligations guaranteed or supported to the extent that the buyer of the assets fails to perform these obligations, which could also result in impairments to the associated assets retained by the Company.

If any of these risks materialize, the benefits of such acquisition or divestiture may not be fully realized, if at all, and our business, financial condition, and results of operations could be negatively impacted.

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

The following sets forth information with respect to repurchases made by the Company of its shares of common stock during the second quarter of 2019:

Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (2)	Approximate dollar value of shares that may yet be purchased under the plans or programs (2)(3)
April 1 - 30, 2019	164,077	$	61.07	—		$	1,250,000,064
May 1 - 31, 2019	4,298	$	73.08	—		$	1,250,000,064
June 1 - 30, 2019	8,825	$	70.40	—		$	1,250,000,064
Total	177,200	$	61.83	—

⁽¹⁾  During the second quarter of 2019, 177 thousand shares were repurchased related to stock received by the Company for the payment of withholding taxes due on employee share issuances under share-based compensation plans.

⁽²⁾  For additional information, see Note 15—Stockholders’ Equity in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10‑Q.

⁽³⁾  The Company announced a $2.5 billion Share-Repurchase Program in September 2017, which was expanded to $3.0 billion in February 2018 and $4.0 billion in July 2018. In November 2018, the program was further expanded to $5.0 billion and extended through June 30, 2020. No additional share repurchases are anticipated pursuant to the terms of the Occidental Merger Agreement. For additional information, see Note 15—Stockholders’ Equity in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10‑Q.

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Item 6.  Exhibits

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

Exhibit Number			Description
†	2	(i)	Agreement and Plan of Merger, dated as of April 11, 2019, by and among Chevron Corporation, Justify Merger Sub 1 Inc., Justify Merger Sub 2 Inc. and Anadarko Petroleum Corporation, filed as Exhibit 2.1 to Form 8-K filed on April 17, 2019
†	2	(ii)	Agreement and Plan of Merger, dated as of May 9, 2019, by and among Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc. and Anadarko Petroleum Corporation, filed as Exhibit 2.1 to Form 8-K filed on May 10, 2019
	3	(i)	Restated Certificate of Incorporation of Anadarko Petroleum Corporation, dated May 21, 2009, filed as Exhibit 3.3 to Form 8-K filed on May 22, 2009
		(ii)	By-Laws of Anadarko Petroleum Corporation, amended and restated as of April 11, 2019, filed as Exhibit 3.1 to Form 8-K filed on April 17, 2019
*	10	(i)	Amended and Restated Severance Agreement between R. A. Walker and Anadarko Petroleum Corporation, dated April 11, 2019
*		(ii)	Amended and Restated Key Employee Change of Control Contract between Robert G. Gwin and Anadarko Petroleum Corporation, dated April 11, 2019
*		(iii)	Form of Amended and Restated Key Employee Change of Control Contract for Executive Vice Presidents
*		(iv)	Amended and Restated Key Employee Change of Control Contract for Chris Champion, dated April 11, 2019
*	31	(i)	Rule 13a-14(a)/15d-14(a) Certification—Chief Executive Officer
*	31	(ii)	Rule 13a-14(a)/15d-14(a) Certification—Chief Financial Officer
**	32		Section 1350 Certifications
	101	.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*	101	.SCH	XBRL Schema Document
*	101	.CAL	XBRL Calculation Linkbase Document
*	101	.DEF	XBRL Definition Linkbase Document
*	101	.LAB	XBRL Label Linkbase Document
*	101	.PRE	XBRL Presentation Linkbase Document

† Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request

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SIGNATURES

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

		ANADARKO PETROLEUM CORPORATION
		(Registrant)
July 30, 2019	By:	/s/ BENJAMIN M. FINK
		Benjamin M. Fink Executive Vice President, Finance and Chief Financial Officer

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EX-10.I

EXHIBIT 10(i)

AMENDED AND RESTATED SEVERANCE AGREEMENT

This Amended and Restated Severance Agreement (this “Agreement”) is made and entered into by and between Anadarko Petroleum Corporation (the “Company”) and R. A. Walker (the “Executive”), effective as of April 11, 2019 (the “Effective Date”). The Company and the Executive may be collectively referred to herein as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Executive is currently employed by the Company as the President and Chief Executive Officer of the Company;

WHEREAS, the Company and the Executive previously entered into a Severance Agreement effective as of May 15, 2012 (the “Prior Agreement”); and

WHEREAS, the Company and the Executive desire to enter into this Agreement to update certain Change of Control Bonus and severance provisions under the Prior Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Company and the Executive agree as follows, effective as of the Effective Date:

1.Certain Definitions. In addition to the terms defined in the body of this Agreement, for purposes of this Agreement, the following words and terms shall have the meanings indicated below:

(a)The term “affiliated companies” shall mean any company controlled by, controlling or under common control with the Company.

(b)“Board” shall mean the Board of Directors of the Company.

(c)“Change of Control” shall mean:

(A)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 1(c)(C); or

(B)Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,

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however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(C)Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(D)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(d)“Change of Control Date” shall mean the first date during the term of this Agreement (as provided in Section 2(a)) on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

(e)“Change of Control Period” shall mean the three-year period commencing on the Change of Control Date.

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(f)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(g)“Compensation Committee” shall mean the Compensation and Benefits Committee of the Board (or any successor committee of the Board succeeding to the functions of the Compensation and Benefits Committee).

(h)“Disability” shall mean the Executive’s disability under circumstances entitling him to benefits under the Company’s short-term or long-term disability plans; provided, however, that, during a Change of Control Period, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(i)“Proration Fraction” shall mean a fraction, the numerator of which is the number of days in the fiscal year during which the Date of Termination (as defined in Section 4(f)) occurs through the Date of Termination, and the denominator of which is 365.

2.Term.

(a)Initial Term and Renewals. The initial term of this Agreement shall begin on the Effective Date and shall end on the second anniversary of the Effective Date; provided, however, that commencing on the date one year after the Effective Date, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, this Agreement shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 90 days prior to the Renewal Date the Company shall give notice to the Executive that the term of this Agreement shall not be so extended. Notwithstanding the provisions of the preceding sentence, if a Change of Control occurs while this Agreement is in effect, then this Agreement shall not be subject to non-renewal by the Company pursuant to the preceding sentence but, rather, (i) this Agreement shall remain in effect until the end of the Change of Control Period, (ii) the last day of the Change of Control Period shall be considered the first Renewal Date after such Change of Control (and each annual anniversary thereof shall be considered another Renewal Date), and (iii) this Agreement shall be automatically extended on the last day of the Change of Control Period, and on each anniversary of such date, so as to terminate two years from such Renewal Date unless at least 90 days prior to the Renewal Date the Company shall give notice to the Executive that the term of this Agreement shall not be so extended. If during the Change of Control Period the contingency factors occur which would entitle the Executive to the benefits as provided herein, then this Agreement shall remain in effect in accordance with its terms. The provisions of Sections 4 through 16, and those provisions necessary to interpret and enforce them, shall survive any termination of the employment relationship between the Company and the Executive that occurs while this Agreement is in effect (and any subsequent termination of this Agreement).

(b)Condition to this Agreement Becoming Effective. Notwithstanding anything in this Agreement to the contrary, if the Executive is unable to or otherwise does not assume the position of Chief Executive Officer of the Company effective as of the Effective Date, then this Agreement shall be void ab initio.

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3.Services. The Executive agrees that he will render services to the Company (as well as any subsidiary thereof or successor thereto) during the period of his employment to the best of his ability and in a prudent and businesslike manner and that he will devote substantially the same time, efforts and dedication to his duties as heretofore devoted. Notwithstanding the foregoing, during a Change of Control Period, and excluding any periods of vacation and sick leave (collectively referred to herein as paid time off or “PTO”) to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During a Change of Control Period it shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (c) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to a Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the related Change of Control Period shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

4.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the term of this Agreement. If the Company determines in good faith that the Disability of the Executive has occurred during the term of this Agreement, it may give to the Executive written notice in accordance with Section 16(d) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.

(b)Retirement. The Executive’s employment shall terminate automatically upon the Executive’s Retirement during the term of this Agreement. For purposes of this Agreement, “Retirement” shall mean termination of the Executive’s employment by the Company for any reason or for no reason on or after the first day of the month next following the Executive’s 65th birthday (the “Normal Retirement Date”) or termination by the Executive of the Executive’s employment with the Company upon the satisfaction of the requirements for early retirement (the “Early Retirement Date”) under the provisions of any tax-qualified defined benefit plan of the Company or any affiliated company in which the Executive participates (the “Retirement Plan”). Notwithstanding anything to the contrary, if the Executive terminates employment for Good Reason (as defined in Section 4(d)) during a Change of Control Period, such termination shall not be deemed to be a Retirement for purposes of this Agreement only despite the fact that the Executive may qualify for early retirement under the Retirement Plan.

(c)Termination by the Company. The Company may terminate the Executive’s employment during the term of this Agreement at any time for any reason or for no reason, including for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean:

4

(i)with respect to a termination of employment that does not occur during a Change of Control Period, the Executive’s (A) conviction of, or pleading no contest to or receiving adjudicated probation or deferred adjudication in connection with, a misdemeanor involving moral turpitude or of any felony, (B) willful failure to perform his duties or responsibilities, (C) engagement in conduct which is injurious (monetarily or otherwise) to the Company or any of its affiliated companies (including, without limitation, misuse of the Company’s or an affiliated company’s funds or other property), (D) engagement in business activities which are in conflict with the business interests of the Company, (E) insubordination, (F) engagement in conduct which is in violation of the Company’s safety rules or standards or which otherwise causes or may cause injury to another employee or any other person, (G) engagement in conduct which is in violation of any policy or work rule of the Company or (H) engagement in conduct which is in violation of the Company’s Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment; and

(ii)with respect to a termination of employment that occurs during a Change of Control Period:

(A) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliated companies (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or

(B) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or any of its affiliated companies.

For purposes of Section 4(c)(ii): (1) no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company; (2) any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company; and (3) the cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (A) or (B) of Section 4(c)(ii), and specifying the particulars thereof in detail.

(d)Termination by the Executive. The Executive’s employment with the Company may be terminated by the Executive at any time for any reason or for no reason; provided, however,

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that the Executive may terminate his employment with the Company for Good Reason only during a Change of Control Period. For purposes of this Agreement, “Good Reason” shall mean:

(i)the assignment to the Executive during the Change of Control Period of any duties inconsistent in any material respect with the most significant of the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities held, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Change of Control Date, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)any failure by the Company to:

(A) provide the Executive during the Change of Control Period with an annual base salary, which shall be paid at a monthly rate, at least equal to 12 times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the 12-month period immediately preceding the month in which the Change of Control Date occurs (which annual base salary may be increased, but not decreased (nor may it be decreased after any increase thereto), and which annual base salary (as may be so increased) shall be referred to herein as the “Annual Base Salary”);

(B) award to the Executive, for each fiscal year ending during the Change of Control Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, for the fiscal year in which the Change of Control Date occurs, which shall be calculated as follows: (1) the target bonus percentage as established by the Board (or the Compensation Committee) prior to the Change of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by (2) the Annual Base Salary in effect at the beginning of the applicable fiscal year (the “Recent Annual Bonus”). In the event that, prior to the Change of Control Date, the Executive’s target bonus percentage described in clause (1) of the preceding sentence has not been established by the Board (or the Compensation Committee) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the Executive’s target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Change of Control Date occurs;

(C) pay to the Executive any Annual Bonus described in clause (B) of Section 4(d)(ii) on or before January 31 of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall

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elect to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Code Section 409A;

(D) provide to the Executive during the Change of Control Period opportunities to participate in incentive, savings and retirement plans, practices, policies and programs that are, in each case, not less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Change of Control Date or if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other executives of the Company and its affiliated companies;

(E) provide to the Executive and/or the Executive’s family, as the case may be, during the Change of Control Period opportunities to participate in welfare benefit plans, practices, policies and programs (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) that are not less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other executives of the Company and its affiliated companies;

(F) provide prompt reimbursement to the Executive during the Change of Control Period for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other executives of the Company and its affiliated companies;

(G) provide the Executive during the Change of Control Period with fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other executives of the Company and its affiliated companies;

(H) provide the Executive during the Change of Control Period with an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and

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its affiliated companies at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other executives of the Company and its affiliated companies; and

(I) provide the Executive during the Change of Control Period with PTO in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other executives of the Company and its affiliated companies;

in each case under clauses (A) through (I) of this Section 4(d)(ii) other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)the Company requiring the Executive to be based during the Change of Control Period at any office or location that is 50 miles or more from the office or location where the Executive was based immediately preceding the Change of Control Date, or the Company requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control Date;

(iv)any purported termination by the Company of the Executive’s employment during the Change of Control Period otherwise than as expressly permitted by this Agreement; or

(v)any failure by the Company to comply with and satisfy the requirements of Section 15(b).

For purposes of this Section 4(d), any good faith determination of “Good Reason” made by the Executive shall be conclusive.

(e)Notice of Termination. If the Company or the Executive desires to terminate the Executive’s employment with the Company at any time during the term of this Agreement, it or he shall do so by providing a Notice of Termination to the other Party in accordance with Section 16(d). For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

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(f)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for any reason or for no reason, the date of receipt of the Notice of Termination or (subject to Section 4(e)) any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, (iii) if the Executive’s employment is terminated by reason of Retirement, either the date on which the Company notifies the Executive of such termination (on or after the Normal Retirement Date) or the date on which the Executive ceases employment with the Company (on or after the Executive’s Early Retirement Date), as the case may be, and (iv) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.

5.Obligations of the Company upon Termination during a Change of Control Period.

(a)Good Reason; Other Than for Cause, Retirement, Death or Disability. If, during the Change of Control Period, the Company shall terminate the Executive’s employment other than for Cause, Retirement, Death or Disability or the Executive shall terminate employment for Good Reason, then the Company shall provide the Executive with the following compensation and benefits:

(i)Subject to the provisions of Sections 7 and 8, the Company shall pay to the Executive in a lump sum in cash within 20 days after the Date of Termination (provided that such payment shall be made in the second taxable year if such 20-day period begins in one taxable year and ends in a subsequent taxable year) the aggregate of the amounts set forth in the following subsections (A) through (F):

(A) the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid and (2) any accrued PTO pay to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”);

(B) the “Change of Control Bonus,” which shall equal the product of (1) the Annual Base Salary in effect at the beginning of the fiscal year during which the Date of Termination occurs multiplied by (2) the Executive’s incentive target bonus percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan (which shall be expressed as a percentage of Annual Base Salary) for the fiscal year in which the Date of Termination occurs (provided, however, that if such incentive target bonus percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the Executive’s incentive target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs) (the “Next Preceding Fiscal Year”) multiplied by (3) the higher of (x) the bonus performance percentage for the portion of the fiscal year ending on the Date of Termination as determined by and in the sole discretion of the

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Board (or the Compensation Committee) on or before the Date of Termination without negative adjustment for individual performance which for calendar year 2019 shall be the highest bonus performance percentage under the annual bonus plan and (y) the actual bonus performance percentage assigned by the Board (or the Compensation Committee) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan that applied to the Next Preceding Fiscal Year it being understood and agreed that for purposes of this Agreement, the bonus performance percentage for fiscal year 2019 shall be the highest bonus performance percentage under the Company’s Annual Incentive Bonus Program;

(C) an amount equal to the product of (1) 2.5 and (2) the sum of (x) the Executive’s Annual Base Salary in effect immediately prior to the Date of Termination and (y) the greater of (I) the average of the annual bonuses earned by the Executive for the two most recently completed fiscal years ending prior to the Date of Termination (in each case, including any bonus or portion thereof which has been earned but deferred) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan and (II) the Executive’s target annual bonus for the year in which the Date of Termination occurs (which target annual bonus shall be deemed to be equal to the product of the amounts described in subparagraphs (1), (2) and (3) of Section 5(a)(i)(B));

(D) an amount equal to the total value of the Executive’s Account (as defined in the Company’s Savings Restoration Plan (the “SRP”)), with such amount being the higher of (1) the value of the Executive’s Account on the Executive’s Date of Termination or (2) the value of the Executive’s Account on the Change of Control Date, in each case with “value” determined under the applicable change of control provisions in the SRP, if any. The amount payable under this Section 5(a)(i)(D) shall represent the payment of the amount due to the Executive under the SRP, and shall not be duplicative thereof. Notwithstanding the preceding provisions of this Section 5(a)(i)(D), the Company shall pay the lump sum cash payment as set forth herein above only if such payment would not be considered to be an impermissible acceleration of benefits under the SRP under Code Section 409A. In the event that the payment of the benefits payment in a lump sum would constitute an impermissible acceleration of benefits under the SRP under Code Section 409A, then the portion of the benefit payable under this Section 5(a)(i)(D) that is equal to the benefits payable under the SRP shall be payable in the same form and at the time specified in the SRP, and any excess amount determined under this paragraph shall, subject to the provisions of Sections 7 and 8, be paid in a cash lump sum within 20 days after the Date of Termination (provided that such payment shall be made in the second taxable year if such 20-day period begins in one taxable year and ends in a subsequent taxable year);

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(E) an amount equal to the additional Company matching contributions which would have been made on the Executive’s behalf in the Company’s Employee Savings Plan (the “ESP”) (assuming continued participation on the same basis as immediately prior to the Change of Control Date), plus the additional amount of any benefit the Executive would have accrued under the SRP as a result of contribution limitations in the ESP, for the period beginning on the Date of Termination and ending on the earliest to occur of (1) the expiration of the 36-month period following the Date of Termination and (2) the Executive’s Normal Retirement Date (with the Company’s matching contributions being determined pursuant to the applicable provisions of the ESP and the SRP and based upon the Executive’s compensation (including any amounts deferred pursuant to any deferred compensation program) in effect for the 12-month period immediately prior to the Change of Control Date); and

(F) an amount equal to the sum of the present values, as of the Date of Termination, of (1) the accrued retirement benefit payable under the Company’s Retirement Restoration Plan (or, if the Executive participates in another plan that, in the sole determination of the Company, is intended to provide benefits similar to those under the Company’s Retirement Restoration Plan, such other plan) (each referred to herein as the “RRP”) and (2) the additional retirement benefits that the Executive would have accrued under the Retirement Plan and the RRP if the Executive had continued employment until the earliest to occur of (a) the expiration of the three-year period following the Date of Termination and (b) the Executive’s Normal Retirement Date (assuming that the Executive’s compensation in each of the additional years is that required by Section 4(d)(ii)(A) and Section 4(d)(ii)(B)), with the present values being computed by discounting to the Date of Termination the accrued benefit and the additional retirement benefits payable as lump sums at an assumed benefit commencement date of the later of (i) the date the Executive attains age 55 and (ii) the date three years after the Date of Termination (but in no event later than Normal Retirement Date), at the rate of interest used for valuing lump-sum payments in excess of $25,000 for participants with retirement benefits commencing immediately under the Retirement Plan, as in effect as of the Change of Control Date with such amount to be fully offset and reduced by the amount of any additional benefit provided under the Retirement Plan or the RRP in connection with the Change of Control or the Executive’s termination of employment in connection with the Change of Control, including an amount that the Company determines, in its sole discretion, is intended to provide a similar or supplemental benefit (or, if the Executive does not participate in a Retirement Plan or RRP as of the date of the Executive’s termination of employment, such other amount as the Company may chose, in its sole discretion, to approximate this benefit);

(ii)Subject to the provisions of Sections 7 and 8, the Company shall, at its sole expense as incurred, provide the Executive with outplacement services at a cost to the Company

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not to exceed $30,000, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion; provided, however, that such outplacement services as provided in this Section 5(a)(ii) shall be limited to qualifying expenses incurred, or services provided by the Company, during the period ending on the last day of the second calendar year following the calendar year containing the Date of Termination, and any reimbursements by the Company shall be made not later than the last day of the third calendar year following the calendar year containing the Date of Termination;

(iii)Subject to the provisions of Sections 7 and 8, until the earlier of (A) the third anniversary of the Date of Termination and (B) the Executive’s reaching the Normal Retirement Date, the Company shall maintain in full force and effect for the Executive all life, accident, disability, medical and health care benefit plans and programs or arrangements in which the Executive was entitled to participate, at the same levels and rates, in which the Executive was participating immediately prior to the Change of Control Date, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs; and further provided that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In the event that the Executive’s participation in any such plan or program is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company prior to the Change of Control Date. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the benefit plans in which participation is barred.

Benefits provided pursuant to this Section 5(a)(iii) are contractual only and are not to be considered a continuation of coverage as provided under Code Section 4980B (i.e., COBRA continuation coverage). For purposes of determining the Executive’s eligibility (but not the time of commencement of coverage) for retiree benefits pursuant to such plans and programs, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period, and, if the Executive satisfies the eligibility requirements, such benefits shall commence no later than the expiration of the three year continuation period provided in clause (A) of this Section 5(a)(iii).

The continued coverage under this Section 5(a)(iii) shall be provided at the Company’s discretion in a manner that is intended to satisfy an exception to Code Section 409A, and therefore not be treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, including (1) providing such benefits on a nontaxable basis to Executive, (2) providing for the reimbursement of medical expenses incurred during the period of time during which Executive would be entitled to continuation coverage under a group health plan of the Company under Code Section 4980B (i.e., COBRA continuation coverage), (3) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A and the authoritative guidance thereunder, or (4) such other manner as determined by the Company in compliance with Code Section 409A; and

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(iv)To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)Death. If the Executive’s employment is terminated by reason of the Executive’s death during a Change of Control Period, the Company shall have no further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations, the Prorated Change of Control Bonus and the timely payment or provision of Other Benefits. Accrued Obligations and the Prorated Change of Control Bonus shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 20 days after the Date of Termination (provided that such payment shall be made in the second taxable year if such 20-day period begins in one taxable year and ends in a subsequent taxable year). With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of other senior executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other senior executives and their beneficiaries at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other senior executives of the Company and its affiliated companies and their beneficiaries.

(c)Disability. Subject to the provisions of Sections 7 and 8, if the Executive’s employment is terminated by reason of the Executive’s Disability during the Change of Control Period, the Company shall have no further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations, the Prorated Change of Control Bonus and the timely payment or provision of Other Benefits. Accrued Obligations and the Prorated Change of Control Bonus shall be paid to the Executive in a lump sum in cash within 20 days after the Date of Termination (provided that such payment shall be made in the second taxable year if such 20-day period begins in one taxable year and ends in a subsequent taxable year). With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other senior executives and their families at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other senior executives of the Company and its affiliated companies and their families.

(d)Retirement. Subject to the provisions of Sections 7 and 8, if the Executive’s employment is terminated by reason of Retirement during the Change of Control Period, the Company shall have no further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations, the Prorated Change of Control Bonus and the timely payment

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or provision of Other Benefits. In such case, all Accrued Obligations and the Prorated Change of Control Bonus shall be paid to the Executive in a lump sum in cash within 20 days after the Date of Termination (provided that such payment shall be made in the second taxable year if such 20-day period begins in one taxable year and ends in a subsequent taxable year).

(e)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Change of Control Period, the Company shall have no further obligations to the Executive under this Agreement, other than the obligation to pay to the Executive (i) the Annual Base Salary through the Date of Termination, (ii) the amount of any compensation previously deferred by the Executive, and (iii) Other Benefits, in each case to the extent theretofore unpaid. Subject to the provisions of Sections 7 and 8, if the Executive voluntarily terminates employment during the Change of Control Period, excluding a termination for Good Reason, the Company shall have no further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations, the Prorated Change of Control Bonus and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations and the Prorated Change of Control Bonus shall be paid to the Executive in a lump sum in cash within 20 days after the Date of Termination (provided that such payment shall be made in the second taxable year if such 20-day period begins in one taxable year and ends in a subsequent taxable year).

6.Obligations of the Company upon Termination that does not occur within a Change of Control Period.

(a)Termination by the Company other than for Cause, Retirement, Death or Disability. If, at any time other than during a Change of Control Period, the Company shall terminate the Executive’s employment other than for Cause, Retirement, Death or Disability, then the Company shall provide the Executive with the following compensation and benefits:

(i)Subject to the provisions of Sections 7 and 8, the Company shall pay to the Executive the amounts set forth in the following subsections (A) through (C):

(A) the Accrued Obligations, which shall be paid in a lump sum in cash within 20 days after the Date of Termination (provided that such payment shall be made in the second taxable year if such 20-day period begins in one taxable year and ends in a subsequent taxable year);

(B) the “Prorated Non-Change of Control Bonus,” which shall be in an amount equal to the product of (1) the Proration Fraction multiplied by (2) the Executive’s annual base salary in effect at the beginning of the fiscal year during which the Date of Termination occurs multiplied by (3) the Executive’s incentive target bonus percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan (which shall be expressed as a percentage of the Executive’s annual base salary) for the fiscal year in which the Date of Termination occurs (provided, however, that if such incentive target bonus percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the Executive’s incentive target bonus percentage that applied

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to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs) multiplied by (4) the actual bonus performance percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan for the fiscal year in which the Date of Termination occurs as determined and certified by the Board (or the Compensation Committee) following the fiscal year without adjustment for individual performance. The Prorated Non-Change of Control Bonus shall be paid in a lump sum in cash within 10 days after the determination of such amount by the Board (or the Compensation Committee), but not later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; and

(C) an amount equal to the product of (1) the lesser of (x) 2.0 and (y) the number of years (with partial years expressed as a fraction thereof) remaining until the Executive reaches the Normal Retirement Date and (2) the sum of (x) the Executive’s annual base salary in effect immediately prior to the Date of Termination and (y) the Executive’s target annual bonus for the year in which the Date of Termination occurs (which target annual bonus shall be deemed to be equal to the product of (I) the Executive’s annual base salary in effect at the beginning of the fiscal year during which the Date of Termination occurs multiplied by (II) the Executive’s incentive target bonus percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan (which shall be expressed as a percentage of the Executive’s annual base salary) for the fiscal year in which the Date of Termination occurs (provided, however, that if such incentive target bonus percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the Executive’s incentive target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs) multiplied by (III) the bonus performance percentage assigned by the Board (or the Compensation Committee) for target performance under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan for the fiscal year in which the Date of Termination occurs (provided, however, that if such bonus performance percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the bonus performance percentage assigned by the Board (or the Compensation Committee) for target performance under such plan that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs)). The amount described in this Section 6(a)(i)(C) shall be paid in a lump sum in cash within 20 days after the Date of Termination (provided that such payment shall be made in the second taxable year if such 20-day period begins in one taxable year and ends in a subsequent taxable year);

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(ii)Subject to the provisions of Sections 7 and 8, until the earlier of (A) the date that is six months after the Date of Termination and (B) the Executive’s reaching the Normal Retirement Date, the Executive shall be permitted to participate in the Company’s medical and dental care benefit plans and programs or arrangements at active employee levels and rates, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs; and further provided that if the Executive becomes reemployed with another employer and is eligible to receive medical or dental benefits under another employer-provided plan, the medical and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In the event that the Executive’s participation in any such plan or program is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the benefit plans in which participation is barred.

After the expiration of the continuation of coverage period referred to in the preceding paragraph and until the earlier of (A) the date that is two years after the Date of Termination, (B) the Executive’s reaching the Normal Retirement Date and (C) the occurrence of an event that results in the loss of COBRA continuation coverage under Code Section 4980B, the Company shall reimburse the Executive on a monthly basis for the cost of COBRA continuation coverage elected by the Executive for existing group medical and dental plan coverage.

The continued coverage under this Section 6(a)(ii) shall be provided at the Company’s discretion in a manner that is intended to satisfy an exception to Code Section 409A, and therefore not be treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, including (1) providing such benefits on a nontaxable basis to Executive, (2) providing for the reimbursement of medical expenses incurred during the period of time during which Executive would be entitled to COBRA continuation coverage, (3) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A and the authoritative guidance thereunder, or (4) such other manner as determined by the Company in compliance with Code Section 409A; and

(iii)To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive the Other Benefits.

(b)Any Other Termination. If, at any time other than during a Change of Control Period, the Executive’s employment with the Company shall terminate for any reason (other than as described in Section 6(a)) or for no reason, the Company shall have no further obligations to the Executive under this Agreement, other than the obligation to pay to the Executive (i) the Executive’s annual base salary through the Date of Termination, (ii) the amount of any compensation previously deferred by the Executive, and (iii) Other Benefits, in each case to the extent theretofore unpaid.

7.Matters Relating to Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if the payment of any benefit hereunder (including, without limitation,

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any severance benefit) would be subject to additional taxes and interest under Code Section 409A because the timing of such payment is not delayed as provided in Code Section 409A for a “specified employee,” then, if the Executive is a “specified employee” under Code Section 409A, any such payment that the Executive would otherwise be entitled to receive during the first six months following the Date of Termination shall be accumulated and paid or provided, as applicable, on the 10th day (or the next succeeding day if the 10 day is a holiday or weekend) after the date that is six months following the Date of Termination, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest. For all purposes of this Agreement, the Executive shall be considered to have terminated employment with the Company when the Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). The Executive agrees to be bound by the Company’s determination of its “specified employees” (as defined in Code Section 409A). Any payment or benefit (including any severance payment or benefit) provided under this Agreement to which Code Section 409A applies that constitutes a reimbursement of expenses incurred by the Executive or the provision of an in-kind benefit to the Executive shall be subject to the following: (a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (b) the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (c) the right to reimbursement or to receive an in-kind benefit shall not be subject to liquidation or exchange by the Executive for another payment or benefit.

8.Release. As a condition to the receipt of any compensation or benefits described in Section 5 or Section 6 (in each case, other than Accrued Obligations and Other Benefits and other than in the case of the Executive’s death), the Executive shall execute and deliver, and not revoke, a release agreement in the form attached hereto as Exhibit A (with such changes thereto as the Company may determine to reflect the circumstances relating to the Executive’s termination of employment and any changes required by law). The release described in the preceding sentence must be effective and irrevocable by the earlier of (a) the 60th day after the Date of Termination or (b) the first day any cash compensation payment is due to be paid to the Executive under the provisions of Section 5 or Section 6 (which due date shall be determined after taking into consideration any payment delay required under Section 7).

9.Non-exclusivity of Rights. Subject to Section 16(i), nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 16(i) and Section 16(j), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies, including, but not limited to, the Company’s Management Life Insurance Plan, at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, there shall be no duplication of any of the payments or benefits described in Section 5 or Section 6, and payments under the applicable provisions of Section 5(a)(i) shall be in full satisfaction of the

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amounts otherwise payable under the SRP, the RRP and the executive deferred compensation plans, respectively.

10.Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 5(a)(iii) and Section 6(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. Except as provided in Section 14(f), the Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability or entitlement under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).

11.Parachute Payment Limitation. Anything in this Agreement to the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the payments and benefits provided in for in this Agreement, together with any other payments and benefits which the Executive has the right to receive (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G of the Code), then the Payments shall be either (a) reduced (but not below zero) so that the aggregate present value of the Payments will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax result for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The reduction of Payments, if any, shall be made by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Company in good faith, and such determination shall be conclusive and binding on the Executive. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from the Company (or its affiliated companies) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three (3) times the Executive’s base amount, then the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

12.Statements Concerning the Company or the Executive. The Executive and the Company and its affiliated companies shall refrain from any criticisms or disparaging comments about each other or in any way relating to the Executive’s employment or separation from employment; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by the Company or any of its affiliated companies or the

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Executive to any state or federal law enforcement agency or require notice to the Company or the Executive thereof, and none of the Executive, the Company or any of its affiliated companies will be in breach of the covenant contained above solely by reason of testimony or disclosure which is compelled by applicable law or regulation or process of law. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law.

13.Confidentiality.

(a)Confidential Information. For purposes of this Section 13, the term “Company” shall include the Company and its affiliated companies. During the course of the Executive’s employment with the Company, the Company will (i) disclose or entrust to the Executive, and provide the Executive with access to, Confidential Information, (ii) place the Executive in a position to develop business goodwill belonging to the Company, and (iii) disclose or entrust to the Executive business opportunities to be developed for the Company. For purposes of this Agreement, “Confidential Information” means any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to the Company, its partners, its customers, or other third parties who furnished such information, materials, and/or trade secrets to the Company with expectations of confidentiality. Confidential Information includes, regardless of whether such information or materials are expressly identified or marked as confidential or proprietary, and whether or not patentable: (A) technical information and materials of the Company, its partners, its customers, or other third parties; (B) business information and materials of the Company, its partners, its customers or other third parties; (C) any information or material that gives the Company an advantage with respect to its competitors by virtue of not being known by those competitors; and (D) other valuable, confidential information and materials and/or trade secrets of the Company, its partners, its customers, or other third parties. Notwithstanding the foregoing, Confidential Information shall not include information that (1) is already properly in the public domain or enters the public domain with the express consent of the Company, or (2) is intentionally made available by the Company to third parties without any expectation of confidentiality.

(b)Protection of Confidential Information. (i) The Executive acknowledges that Confidential Information has been and will be developed or acquired by the Company through the expenditure of substantial time, effort and money and provides the Company with an advantage over competitors who do not know or use such Confidential Information. The Executive further acknowledges and agrees that the nature of the Confidential Information which the Company shall provide the Executive during the Executive’s employment would make it difficult, if not impossible, for the Executive to perform in a similar capacity for a business competitive with the Company without disclosing or utilizing Confidential Information.

(ii)During and following the Executive’s employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any Confidential Information except to the extent necessary to carry out the Executive’s duties on behalf of the Company. The Executive agrees to give the Company notice of any and all attempts to compel disclosure of any Confidential Information within one business day after the Executive is informed that such disclosure is being, or will be, compelled. Such written notice shall include a description of the information to be disclosed, the court, government agency, or

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other forum through which the disclosure is sought, and the date by which the Confidential Information is to be disclosed, and shall contain a copy of the subpoena, order or other process used to compel disclosure.

(iii)Upon the termination of the Executive’s employment with the Company, the Executive promises to promptly return to the Company all Confidential Information, and all documents and materials (including electronically stored information) in the Executive’s possession, custody or control that constitutes or reflects Confidential Information.

(iv)In no event shall an asserted violation of the provisions of this Section 13 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

14.Restriction on Solicitation of Employees.

(a)In General. For purposes of this Section 14, the term “Company” shall include the Company and its affiliated companies. The Executive agrees to the provisions of this Section 14 in consideration of the Company’s promise to provide the Executive with Confidential Information, and so as to protect the Company’s legitimate business interests (including the goodwill with which the Executive will be associated, and that the Executive will help build, during the Executive’s employment) and to enforce the Executive’s promises regarding Confidential Information contained in Section 13 of this Agreement. Notwithstanding any provision in this Section 14 to the contrary, the obligations described in this Section 14 shall not apply during any period after the date of the Executive’s termination of employment if the Executive is entitled to the benefits described in Section 5 in connection with such termination of employment.

(b)Non-Solicitation of Employees. During the period of the Executive’s employment with the Company and thereafter for a period of one year immediately following the termination of such employment for whatever reason, the Executive will not engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company and was employed in that capacity at any time during the last 12 months of the Executive’s employment with the Company.

(c)Value and Reasonableness. The Executive agrees that the Company’s substantial investments in its business interests, goodwill, and Confidential Information are worthy of protection, and that the Company’s need for the protection afforded by this Section 14 is greater than any hardship the Executive might experience by complying with its terms. The Executive agrees that the limitations as to time and scope of activity to be restrained contained in this Agreement are reasonable and are not greater than necessary to protect the Confidential Information, goodwill and other legitimate business interests of the Company.

(d)Reformation. The Executive and the Company agree that the foregoing restrictions are reasonable under the circumstances and that the limitations as to time and scope of activity contained in this Section 14 do not impose a greater restraint than necessary to protect the Company’s Confidential Information and legitimate business interests. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly

20

broad as to time, or otherwise unenforceable, the Parties intend for the restrictions in this Section 14 to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and the Executive intend to make this provision enforceable under the law or laws of all applicable states and other jurisdictions so that the entire agreement not to solicit employees and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.

(e)Enforcement and Remedies. The Executive acknowledges that the Executive’s violation or threatened or attempted violation of the covenants contained in this Section 14 will cause irreparable harm to the Company and that money damages would not be sufficient remedy for any breach of this Section 14. The Executive agrees that the Company shall be entitled as a matter of right to specific performance of the covenants contained in this Section 14, including entry of an ex parte temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 14, or both, or other appropriate judicial remedy, writ or order, in any court of competent jurisdiction, restraining any violation or further violation of such agreements by the Executive or others acting on the Executive’s behalf, without any showing of irreparable harm and without any showing that the Company does not have an adequate remedy at law. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 14 but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Executive and the Executive’s agents.

(f)Attorneys’ Fees. In the event that it is necessary to employ the services of an attorney to enforce the restrictions set forth in this Section 14, the Company shall be entitled to recover from the Executive all attorneys’ fees, costs and expenses incurred by the Company in connection therewith.

15.Successors.

(a)Assignment. This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(b)Assumption by the Company’s Successor. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

16.Miscellaneous.

(a)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws.

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(b)Headings. The Section and subsection headings and captions of this Agreement have been inserted for purposes of convenience and shall not be used for interpretive purposes.

(c)Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the Parties or their respective successors and legal representatives.

(d)Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party or by registered or certified mail, return receipt requested, postage prepaid, addressed, in the case of the Executive, to the Executive’s home address registered with the Company or, if to the Company, to the attention of the General Counsel at the Company’s home office address or to such other address as either Party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(e)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 4, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)At Will Employment. The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and the Executive’s employment may be terminated by either the Executive or the Company at any time and for any reason or for no reason.

(i)Officer Severance Plan. The Executive acknowledges and agrees that, from and after the Effective Date, he shall not be a participant in, and he hereby waives any right to participate in, the Officer Severance Plan, or any successor plan thereto designed to provide similar benefits.

(j)Entire Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the Parties with respect to the subject matter hereof. Without limiting the scope of the preceding sentence, as of the Effective Date, all prior understandings and agreements between the Parties relating to the subject matter hereof (including, without limitation, the Change of Control Contract) are hereby null and void and of no further force and effect.

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company has caused this Agreement to be executed in its name and on its behalf, to be effective as of the Effective Date.

EXECUTIVE
By:	/s/ R. A. WALKER
Name:	R.A. Walker
Date:	April 11, 2019
ANADARKO PETROLEUM CORPORATION
By:	/s/ AMANDA M. MCMILLIAN
Name:	Amanda M. McMillian
Title:	Executive Vice President and General
	Counsel
Date:	April 11, 2019

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EXHIBIT A

TO

AMENDED AND RESTATED SEVERANCE AGREEMENT DATED EFFECTIVE AS OF April 11, 2019

RELEASE AGREEMENT

This Release Agreement (this “Agreement”) constitutes the release agreement referred to in that certain Amended and Restated Severance Agreement (the “Severance Agreement”) dated effective as of April 11, 2019, and as may be amended thereafter, by and between Anadarko Petroleum Corporation (the “Company”) and R. A. Walker (the “Executive”).

1.General Release.

(a)For good and valuable consideration, including the Company’s provision of certain payments and benefits to the Executive in accordance with Sections 5 and 6 of the Severance Agreement, the Executive hereby releases, discharges and forever acquits the Company, its affiliates and subsidiaries, the past, present and future stockholders, members, partners, directors, managers, employees, agents, attorneys, heirs, legal representatives, successors and assigns of the foregoing, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plan, in their personal and representative capacities (collectively, the “Released Parties”), from liability for, and hereby waives, any and all claims, rights, damages, or causes of action of any kind related to the Executive’s employment with any Released Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date of this Agreement (collectively, the “Released Claims”).

(b)The Released Claims include without limitation those arising under or related to: (i) the Age Discrimination in Employment Act of 1967; (ii) Title VII of the Civil Rights Act of 1964; (iii) the Civil Rights Act of 1991; (iv) sections 1981 through 1988 of Title 42 of the United States Code; (v) the Employee Retirement Income Security Act of 1974, including, but not limited to, sections 502(a)(1)(A), 502(a)(1)(B), 502(a)(2), and 502(a)(3) to the extent the release of such claims is not prohibited by applicable law; (vi) the Immigration Reform Control Act; (vii) the Americans with Disabilities Act of 1990; (viii) the National Labor Relations Act; (ix) the Occupational Safety and Health Act; (x) the Family and Medical Leave Act of 1993; (xi) any state or federal anti-discrimination law; (xii) any state or federal wage and hour law; (xiii) any other local, state or federal law, regulation or ordinance; (xiv) any public policy, contract, tort, or common law; (xv) costs, fees, or other expenses including attorneys’ fees incurred in these matters; (xvi) any employment contract, incentive compensation plan or stock option plan with any Released Party or to any ownership interest in any Released Party except as expressly provided in the Severance Agreement, any stock option agreement, any stockholders agreement or other equity compensation agreement between the Executive and the Company; and (xvii) compensation or benefits of any kind from any Released Party not expressly set forth in the Severance Agreement or any such stock option or other equity compensation agreement.

(c)In no event shall the Released Claims include (i) any claim which arises after the date of this Agreement, (ii) any claims for the payments and benefits payable to the

A-1

Executive under Sections 5 and 6 of the Severance Agreement, (iii) any claims to the equity interests in the Released Parties that the Executive holds as of the date of this Agreement which remain subject to the terms and conditions, as applicable, of any specific equity award agreement between the Executive and a Released Party, (iv) any claim for or right to indemnification under the policies or governing instruments of the Released Parties and for coverage under any directors and officers liability insurance policies maintained by the Released Parties, and (v) any claim with respect to vested and accrued benefits under the Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation Plan, the Anadarko Petroleum Corporation 1999 Stock Incentive Plan, the Anadarko Petroleum Corporation 1998 Director Stock Plan, the Anadarko Employee Savings Plan, the Anadarko Retirement Plan, the Anadarko Petroleum Corporation Savings Restoration Plan, the Anadarko Retirement Restoration Plan, the Anadarko Petroleum Corporation Deferred Compensation Plan and [to be added: other applicable plans, if any].

4.Notwithstanding this release of liability, nothing in this Agreement prevents the Executive from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, the Executive understands and agrees that the Executive is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC, or comparable state or local agency proceeding or subsequent legal actions.

(e)This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, the Executive is simply agreeing that, in exchange for the consideration recited in the first sentence of Section 1(a) of this Agreement, any and all potential claims of this nature that the Executive may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived.

(f)By signing this Agreement, the Executive is bound by it. Anyone who succeeds to the Executive’s rights and responsibilities, such as heirs or the executor of the Executive’s estate, is also bound by this Agreement. This release also applies to any claims brought by any person or agency or class action under which the Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES.

2.Covenant Not to Sue; Executive’s Representation. The Executive agrees not to bring or join any lawsuit against any of the Released Parties in any court relating to any of the Released Claims. The Executive represents that the Executive has not brought or joined any claim, lawsuit or arbitration against any of the Released Parties in any court or before any administrative agency or arbitral authority and has made no assignment of any rights the Executive has asserted or may have against any of the Released Parties to any person or entity, in each case, with respect to any Released Claims.

3.Certain Continuing Obligations. The Executive acknowledges and agrees that (a) the provisions of Sections 12, 13 and 14 of the Severance Agreement shall survive the termination of the employment relationship, the termination of the Severance Agreement, and the execution of

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this Agreement, and (b) the Executive shall continue to honor his post-employment obligations set forth in such provisions of the Severance Agreement.

4.    Acknowledgments. By executing and delivering this Agreement, the Executive acknowledges that:

(a)The Executive has carefully read this Agreement;

(b)The Executive has had at least [twenty-one (21)][forty-five (45)] days to consider this Agreement before the execution and delivery hereof to the Company [Add if 45 days applies: , and the Executive acknowledges that attached to this Agreement is a list provided to the Executive by the Company of (i) the job titles and ages of all employees selected for participation in the employment termination or exit incentive program pursuant to which the Executive is being offered this Agreement, (ii) the job titles and ages of all employees in the same job classification or organizational unit who were not selected for participation in the program, and (iii) information about the unit affected by the program, including any eligibility factors for such program and any time limits applicable to such program];

(c)The Executive has been and hereby is advised in writing that the Executive may, at the Executive’s option, discuss this Agreement with an attorney of the Executive’s choice and that the Executive has had adequate opportunity to do so; and

(d)The Executive fully understands the final and binding effect of this Agreement; the only promises made to the Executive to sign this Agreement are those stated in the Severance Agreement and herein; and the Executive is signing this Agreement voluntarily and of the Executive’s own free will, and that the Executive understands and agrees to each of the terms of this Agreement.

5.Revocation Right. The Executive may revoke this Agreement within the seven-day period beginning on the date the Executive signs this Agreement (such seven-day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by the Executive and must be delivered to the General Counsel of the Company before 11:59 p.m., Houston, Texas time, on the last day of the Release Revocation Period. This Agreement is not effective, and no consideration shall be paid to the Executive, until the expiration of the Release Revocation Period without the Executive’s revocation. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio.

[Signature page follows.]

A-3

Executed on this _____ day of __________,____.

R.A. Walker

STATE OF __________    §

§

COUNTY OF __________    §

BEFORE ME, the undersigned authority, personally appeared R. A. Walker, by me known or who produced valid identification as described below, who executed the foregoing instrument and acknowledged before me that he subscribed to such instrument on this _____ day of __________, ____.

NORARY PUBLIC in and for the

State of

My Commission Expires:

Identification produced:

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EX-10.II

EXHIBIT 10(ii)

AMENDED AND RESTATED

KEY EMPLOYEE CHANGE OF CONTROL CONTRACT

This Amended and Restated Key Employee Change of Control Contract (the “Agreement”) is made and entered into by and between Anadarko Petroleum Corporation, a Delaware corporation (the “Company”) and Robert G. Gwin (the “Executive”), effective as of April 11, 2019.

WHEREAS, The Board of Directors of the Company (the “Board”) previously determined that it was in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement;

WHEREAS, the Company and the Executive previously entered into a Key Employee Change of Control Contract (the “Original Agreement”) effective January 16, 2006, and the Original Agreement was amended on December 31, 2008 (the “First Amendment”); and

WHEREAS, the Company and the Executive desire to enter into this Agreement to update certain Change of Control bonus and severance provisions under the Original Agreement as amended by the First Amendment.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Certain Definitions.

(a)The “Change of Control Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

(b)The “Change of Control Period” shall mean the period commencing on the Effective Date hereof and ending on the third anniversary of the Effective Date; provided, however, that commencing on the date one year after the Effective Date, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period

shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 90 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

2.Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:

(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 2(c); or

(b)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business

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Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

3.Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the third anniversary of such date (the “Employment Period”).

4.Terms of Employment.

(a)Position and Duties.

(i)During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Change of Control Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office or location less than 35 miles from such location.

(ii)During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which

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has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Change of Control Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Change of Control Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii)Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Plan, or any comparable bonus under any predecessor or successor plan, for the fiscal year in which the Change of Control Date occurs, which shall be calculated as follows: (A) the target bonus percentage as established by the Board prior to the Change of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by (B) the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to the Change of Control Date, the Executive’s target bonus percentage has not been established by the Board under the Annual Incentive Bonus Plan or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Such Annual Bonus shall be paid no later than January 31 of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Code Section 409A.

(iii)Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to regular, annual incentive opportunities), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Change of Control Date or if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(iv)Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the

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Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(v)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi)Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii)Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall

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terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b)Retirement. The Executive’s employment shall terminate automatically upon the Executive’s Retirement. For purposes of this Agreement, “Retirement” shall mean termination of the Executive’s employment by the Company for any reason on or after the first day of the month next following the Executive’s 65th birthday (the “Normal Retirement Date”) or termination by the Executive upon the satisfaction of the requirements for early retirement (the “Early Retirement Date”) under the early retirement provisions of the Company’s Retirement Plan (the “Retirement Plan”) Notwithstanding anything to the contrary, if the Executive terminates employment for Good Reason, such termination shall not be deemed to be a Retirement for purposes of this Agreement despite the fact that the Executive may qualify for early retirement under the Company’s Retirement Plan.

(c)Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

(i)the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or

(ii)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

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(d)Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, Good Reason shall mean:

(i)the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)the Company requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof, or the Company requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control Date;

(iv)any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v)any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.

For purposes of this Section 5(d), any good faith determination of “Good Reason” made by the Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason during the 30-day period immediately following the first anniversary of the Change of Control Date (unless such Change of Control Date is attributable to the consummation by the Company of a Business Combination which constitutes a Change of Control and as set out in Section 2(c)(iii), at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination) shall be deemed to be a termination for Good Reason for all purposes of this Agreement.

(e)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive

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or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, (iii) if the Executive’s employment is terminated by reason of Retirement, either the date on which the Company notifies the Executive of such termination (on or after the Normal Retirement Date) or the date on which the Executive ceases employment with the Company (on or after the Executive’s Early Retirement Date), as the case may be, and (iv) if the Executive’s employment is terminated by reason of death Or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.

6.Obligations of the Company upon Termination.

(a)Good Reason; Other Than for Cause, Retirement, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Retirement, Death or Disability or the Executive shall terminate employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits.

(i)The Company shall pay to the Executive in a lump sum in cash within 20 days after the Date of Termination the aggregate of the amounts set forth in the following subsections (A) through (E), except as provided in Section 6(f):

(A) the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the Annual Base Salary in effect at the beginning of the fiscal year during which the Date of Termination occurs multiplied by (y) the Executive’s incentive target bonus percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan (which shall be expressed as a percentage of Annual Base Salary) for the fiscal year in which the Date of Termination occurs (provided, however, that if such incentive target bonus percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the Executive’s incentive target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (the “Next Preceding Fiscal Year”) or, if Executive was not employed by the Company and its affiliated companies for the entirety of the Next Preceding Fiscal Year, then

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such percentage shall be deemed to be the incentive target bonus percentage for the Next Preceding Fiscal Year for other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to the Key Employee Change of Control Contracts with the Company) multiplied by (z) the higher of (I) the bonus performance percentage for the portion of the fiscal year ending on the Date of Termination as determined by and in the sole discretion of the Board (or the Compensation Committee) on or before the Date of Termination without negative adjustment for individual performance, which for calendar year 2019 shall be the highest bonus performance percentage under the annual bonus plan and (II) the actual bonus performance percentage assigned by the Board (or the Compensation Committee) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan that applied to the Next Preceding Fiscal Year, it being understood and agreed that for purposes of this Agreement, the bonus performance percentage for fiscal year 2019 shall be the highest bonus performance percentage under the Company’s Annual Incentive Bonus Program, and (3) any accrued vacation pay, to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); and

(B) an amount equal to the product of (1) 2.9 and (2) the sum of (x) the Executive’s Annual Base Salary in effect immediately prior to the Date of Termination and (y) the greater of (I) the average of the annual bonuses earned by the Executive for the two most recently completed fiscal years ending prior to the Date of Termination (in each case, including any bonus or portion thereof which has been earned but deferred) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan and (II) the Executive’s annual bonus for the year in which the Date of Termination occurs (which annual bonus shall be deemed to be equal to the product of the amounts described in clauses (x), (y) and (z) of Section 6(a)(i)(A)(2); and

(C) an amount equal to the total value of the Executive’s Restoration Account (as defined in the Company’s Savings Restoration Plan (the “SRP”)), with such amount being the higher of (1) the value of the Executive’s Restoration Account on the Executive’s Date of Termination or (2) the value of the Executive’s Restoration Account on the Change of Control Date, in each case with “value” determined under the applicable change of control provisions in the SRP, if any. The amount payable under this Section 6(a)(i)(C) shall represent the payment of the amount due to Executive under the SRP, and shall not be duplicative thereof. Notwithstanding the above provisions of this Section 6(a)(i)(C), the Company shall pay

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the lump sum cash payment as set forth herein above only if such payment would not be considered to be an impermissible acceleration of benefits under the SRP under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that the payment of the benefits payment in a lump sum would constitute an impermissible acceleration of benefits under the SRP under Code Section 409A, then the portion of the benefit payable under this Section 6(a)(i)(C) that is equal to the benefits payable under the SRP shall be payable in the same form and at the time specified in the SRP, and any excess amount determined under this paragraph shall be paid in a cash lump sum within 20 days after the Date of Termination; and

(D) an amount equal to the additional Company matching contributions which would have been made on the Executive’s behalf in the Company’s Employee Savings Plan (the “ESP”) (assuming continued participation on the same basis as immediately prior to the Change of Control Date), plus the additional amount of any benefit the Executive would have accrued under the SRP as a result of contribution limitations in the ESP, for the period beginning on the Date of Termination and ending on the earliest to occur of (1) the expiration of the 36-month period following the Date of Termination and (2) the Executive’s Normal Retirement Date (with the Company’s matching contributions being determined pursuant to the applicable provisions of the ESP and the SRP and based upon the Executive’s compensation (including any amounts deferred pursuant to any deferred compensation program) in effect for the 12-month period immediately prior to the Change of Control Date); and

(E) an amount equal to the sum of the present values, as of the Date of Termination, of (1) the accrued retirement benefit payable under the Company’s Retirement Restoration Plan (the “RRP”) and (2) the additional retirement benefits that the Executive would have accrued under the Retirement Plan and the RRP if the Executive had continued employment until the earliest to occur of (a) the expiration of the three year period following the Date of Termination and (b) the Executive’s Normal Retirement Date (assuming that the Executive’s compensation in each of the additional years is that required by Section 4(b)(i) and Section 4(b)(ii) hereof), with the present values being computed by discounting to the Date of Termination the accrued benefit and the additional retirement benefits payable as lump sums at an assumed benefit commencement date of the later of (i) the date the Executive attains age 55 and (ii) the date three years after the Date of Termination (but in no event later than Normal Retirement Date), at the rate of interest used for valuing lump-sum payments in excess of $25,000 for participants with retirement benefits commencing immediately

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under the Retirement Plan, as in effect as of the Change of Control Date.

(ii)The Company shall, at its sole expense as incurred, provide the Executive with (A) financial planning services until the third anniversary of the Date of Termination on the same basis as was provided immediately prior to the Date of Termination, and (B) outplacement services at a cost to the Company not to exceed $30,000, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion; provided, however, that (1) financial planning services as provided in this Section 6(a)(ii) shall be limited to qualifying expenses incurred, or services provided by the Company, during the period ending on the third anniversary of the Date of Termination, and any reimbursements by the Company shall be made not later than the last day of the calendar year following the calendar year in which the expense is incurred, and (2) outplacement services as provided in this Section 6(a)(ii) shall be limited to qualifying expenses incurred, or services provided by the Company, during the period ending on the last day of the second calendar year following the calendar year containing the Date of Termination, and any reimbursements by the Company shall be made not later than the last day of the third calendar year following the calendar year containing the Date of Termination; and

(iii)Until the earlier of (A) the third anniversary of the Date of Termination and (B) the Executive’s reaching the Normal Retirement Date, the Company shall maintain in full force and effect for the Executive all life, accident, disability, medical and health care benefit plans and programs or arrangements in which the Executive was entitled to participate, at the same levels and rates, in which the Executive was participating immediately prior to the Change of Control Date, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs; and further provided that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In the event that the Executive’s participation in any such plan or program is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company prior to the Change of Control Date. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the benefit plans in which participation is barred.

Benefits provided pursuant to this Section 6(a)(iii) are contractual only and are not to be considered a continuation of coverage as provided under Code Section 4980B (i.e., COBRA continuation coverage). For purposes of determining the Executive’s eligibility (but not the time of commencement of coverage) for retiree benefits pursuant to such plans and programs, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period, and, if the Executive satisfies the eligibility requirements, such benefits shall commence no later than the expiration of the three year continuation period provided in clause (A) of thisSection 6(a)(iii).

The continued coverage under this Section 6(a)(iii) shall be provided at the Company’s discretion in a manner that is intended to satisfy an exception to Code Section 409A, and therefore

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not be treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Section 409A, including (1) providing such benefits on a nontaxable basis to Executive, (2) providing for the reimbursement of medical expenses incurred during the period of time during which Executive would be entitled to continuation coverage under a group health plan of the Company under Code Section 4980B (i.e., COBRA continuation coverage), (3) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A and the authoritative guidance thereunder, or (4) such other manner as determined by the Company in compliance with Code Section 409A.

(iv)To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 20 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.

(c)Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families.

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(d)Retirement. If the Executive’s employment is terminated by reason of Retirement, this Agreement shall terminate without further obligations to the Executive other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination.

(e)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) the Annual Base Salary through the Date of Termination, (ii) the amount of any compensation previously deferred by the Executive, and (iii) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination.

(f)Matters Relating to Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if the payment of any benefit hereunder (including, without limitation, any severance benefit) would be subject to additional taxes and interest under Code Section 409A because the timing of such payment is not delayed as provided in Section 409A for a “specified employee”, then if the Executive is a “specified employee” under Section 409A, any such payment that the Executive would otherwise be entitled to receive during the first six months following the Date of Termination shall be accumulated and paid or provided, as applicable, within ten days after the date that is six months following the Date of Termination, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest.

7.Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies, including, but not limited to, the Company’s Management Life Insurance Plan and Override Pool Bonus Plan, at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, there shall be no duplication of any of the payments or benefits described in Section 6 hereof, and payments under the applicable provisions of Section 6(a)(i) shall be in full satisfaction of the amounts otherwise payable under the SRP, the RRP and the executive deferred compensation plans, respectively.

8.Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action

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which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 6(a)(iii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability or entitlement under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).

9.Certain Additional Payments by the Company.

(a)Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any corresponding provisions of state or local tax laws, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b)Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP or such other certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Accounting Firm

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hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made consistent with the calculations required to be made hereunder (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In no event shall a Gross-Up Payment under this Section 9(b) be made after the end of the Executive’s taxable year next following the taxable year in which the Executive remits the related taxes.

(c)The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i)give the Company any information reasonably requested by the Company relating to such claim,

(ii)take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii)cooperate with the Company in good faith in order effectively to contest such claim, and

(iv)permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the

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Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In no event shall a reimbursement of expenses incurred under this Section 9(c) be made after the end of the Executive’s taxable year in which the taxes that are the subject of the claim by the Internal Revenue Service (or other taxing authority) are remitted to the taxing authority, or if no taxes are remitted, the end of the Executive’s taxable year following the taxable year in which the claim is completed.

(d)If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

10.Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

11.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

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(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

12.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed, in the case of the Executive, to the Executive’s home address registered with the Company or, if to the Company, to the attention of the General Counsel at the Company’s home office address or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5 of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the Change of Control Date, the Executive’s employment may be terminated by either the Executive or the Company at any time prior to the Change of Control Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

/s/ ROBERT G. GWIN
Robert G. Gwin
ANADARKO PETROLEUM CORPORATION
By:	/s/ AMANDA M. MCMILLIAN
Name:	Amanda M. McMillian
Title:	Executive Vice President and General
	Counsel

[Signature Page]

EX-10.III

EXHIBIT 10(iii)

ANADARKO PETROLEUM CORPORATION

AMENDED AND RESTATED KEY EMPLOYEE CHANGE OF CONTROL CONTRACT FOR EXECUTIVE VICE PRESIDENTS

This Anadarko Petroleum Corporation Amended and Restated Key Employee Change of Control Contract for Executive Vice Presidents (this “Agreement”) is made and entered into by and between Anadarko Petroleum Corporation (the “Company”) and _________ (the “Executive”), effective as of April 11, 2019 (the “Effective Date”). Company and Executive may be collectively referred to herein as the “Parties” and individually as a “Party.”

WHEREAS, The Board of Directors of the Company (the “Board”) previously determined that it was in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement;

WHEREAS, the Company and the Executive previously entered into a Key Employee Change of Control Contract (the “Original Agreement”) effective ____________; and

WHEREAS, the Company and the Executive desire to enter into this Agreement to update certain Change of Control bonus and severance provisions under the Original Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Certain Definitions.

(a)The “Change of Control Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

(b)The “Change of Control Period” shall mean the period commencing on the Effective Date hereof and ending on the second anniversary of such Effective Date; provided, however, that commencing on the date one year after the Effective Date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period

shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 90 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c)The “Compensation Committee” shall mean the Compensation and Benefits Committee of the Board (or any successor committee of the Board succeeding to the functions of the Compensation and Benefits Committee).

2.Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:

(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 2(c); or

(b)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock

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and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such. Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

3.Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the third anniversary of such date (the “Employment Period”).

4.Terms of Employment.

(a)Position and Duties.

(i)During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Change of Control Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office or location less than 50 miles from such location.

(ii)During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

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(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Change of Control Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Change of Control Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii)Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, for the fiscal year in which the Change of Control Date occurs, which shall be calculated as follows: (A) the target bonus percentage as established by the Board prior to the Change of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by (B) the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to the Change of Control Date, the Executive’s target bonus percentage has not been established by the Board under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Such Annual Bonus shall be paid no later than January 31 of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(iii)Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to regular, annual incentive opportunities), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Change of Control Date or if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

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(iv)Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(v)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi)Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii)Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)Paid Time Off. During the Employment Period, the Executive shall be entitled to paid time off in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company

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determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b)By the Company. The Company may terminate the Executive’s employment during the Employment Period for Cause, or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i)the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or

(ii)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or any of its affiliated companies.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c)By the Executive. The Executive’s employment may be terminated by the Executive for Good Reason, or without Good Reason. For purposes of this Agreement, Good Reason shall mean:

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(i)the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)the Company requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof, or the Company requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control Date;

(iv)any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v)any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.

(d)Notice of Termination. Any termination of the Executive’s employment by the Company for Cause, or voluntary termination of employment by the Executive (whether for Good Reason or without Good Reason), shall be communicated by Notice of Termination to the other Party given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or

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Disability, the date on which the Company notifies the Executive of such termination, (iii) if the Executive’s employment is terminated by the Executive without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein (which date shall be not later than 30 days after the giving of such notice), and (iv) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.

6.Obligations of the Company upon Termination.

(a)Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits.

(i)The Company shall pay to the Executive in a lump sum in cash within 20 days after the Date of Termination the aggregate of the amounts set forth in the following subsections (A) through (E), except as provided in Section 6(e):

(A) the sum of the amounts described in clauses (1), (2) and (3) of this Section 6(a)(i)(A) (which sum shall be hereinafter referred to as the “Accrued Obligations”):

(1)the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid;

(2)any accrued paid time off, to the extent not theretofore used or paid; and

(3)the product of (x) the Annual Base Salary in effect at the beginning of the fiscal year during which the Date of Termination occurs multiplied by (y) the Executive’s incentive target bonus percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan (which shall be expressed as a percentage of Annual Base Salary) for the fiscal year in which the Date of Termination occurs (provided, however, that if such incentive target bonus percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the Executive’s incentive target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (the “Next Preceding Fiscal Year”) or, if Executive was not employed by the Company and its affiliated companies for the entirety of the Next Preceding Fiscal Year, then such percentage shall be deemed to be the incentive target bonus percentage for the Next Preceding Fiscal Year for other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to the Key Employee Change of Control Contracts with the Company) multiplied by (z) the higher of (I) the bonus performance percentage for the portion of

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the fiscal year ending on the Date of Termination as determined by and in the sole discretion of the Board (or the Compensation Committee) on or before the Date of Termination without negative adjustment for individual performance, which for calendar year 2019 shall be the highest bonus performance percentage under the annual bonus plan and (II) the actual bonus performance percentage assigned by the Board (or the Compensation Committee) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan that applied to the Next Preceding Fiscal Year, it being understood and agreed that for purposes of this Agreement, the bonus performance percentage for fiscal year 2019 shall be the highest bonus performance percentage under the Company’s Annual Incentive Bonus Program; and

(B) an amount equal to the product of (1) 2.5 and (2) the sum of (x) the Executive’s Annual Base Salary in effect immediately prior to the Date of Termination and (y) the greater of (I) the average of the annual bonuses earned by the Executive for the two most recently completed fiscal years ending prior to the Date of Termination (in each case, including any bonus or portion thereof which has been earned but deferred) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan and (II) the Executive’s annual bonus for the year in which the Date of Termination occurs (which annual bonus shall be deemed to be equal to the product of the amounts described in clauses (x), (y) and (z) of Section 6(a)(i)(A)(3)); and

(C) an amount equal to the total value of the Executive’s Account (as defined in the Company’s Savings Restoration Plan (the “SRP”)), with such amount being the higher of (1) the value of the Executive’s Account on the Executive’s Date of Termination or (2) the value of the Executive’s Account on the Change of Control Date, in each case with “value” determined under the applicable change of control provisions in the SRP, if any. The amount payable under this Section 6(a)(i)(C) shall represent the payment of the amount due to the Executive under the SRP, and shall not be duplicative thereof. Notwithstanding the above provisions of this Section 6(a)(i)(C), the Company shall pay the lump sum cash payment as set forth herein above only if such payment would not be considered to be an impermissible acceleration of benefits under the SRP under Code Section 409A. In the event that the payment of the benefits payment in a lump sum would constitute an impermissible acceleration of benefits under the SRP under Code Section 409A, then the portion of the benefit payable under this Section 6(a)(i)(C) that is equal to the benefits payable under the SRP shall be payable in the same form and at the time specified in the SRP, and any excess amount determined under this paragraph shall, subject to Section 6(e), be paid in a cash lump sum within 20 days after the Date of Termination; and

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(D) an amount equal to the additional Company matching contributions which would have been made on the Executive’s behalf in the Company’s Employee Savings Plan (the “ESP”) (assuming continued participation on the same basis as immediately prior to the Change of Control Date), plus the additional amount of any benefit the Executive would have accrued under the SRP as a result of contribution limitations in the ESP, for the 36-month period beginning on the Date of Termination (with the Company’s matching contributions being determined pursuant to the applicable provisions of the ESP and the SRP and based upon the Executive’s compensation (including any amounts deferred pursuant to any deferred compensation program) in effect for the 12-month period immediately prior to the Change of Control Date); and

(E) an amount equal to the sum of the present values, as of the Date of Termination, of (1) the accrued retirement benefit payable under the Company’s Retirement Restoration Plan (or, if the Executive participates in another plan that, in the sole determination of the Company, is intended to provide benefits similar to those under the Company’s Retirement Restoration Plan, such other plan) (each referred to herein as the “RRP”) and (2) the additional retirement benefits that the Executive would have accrued under the tax-qualified defined benefit plan of the Company or any Affiliate in which the Executive participates (the “Retirement Plan”) and the RRP if the Executive had continued employment until the expiration of the three-year period following the Date of Termination (assuming that the Executive’s compensation in each of the additional years is that required by Section 4(b)(i) and Section 4(b)(ii) hereof), with the present values being computed by discounting to the Date of Termination the accrued benefit and the additional retirement benefits payable as lump sums at an assumed benefit commencement date of the later of (i) the date the Executive attains age 55 and (ii) the date three years after the Date of Termination, at the rate of interest used for valuing lump-sum payments in excess of $25,000 for participants with retirement benefits commencing immediately under the Retirement Plan, as in effect as of the Change of Control Date with such amount to be fully offset and reduced by the amount of any additional benefit provided under the Retirement Plan or the RRP in connection with the Change of Control or the Executive’s termination of employment in connection with the Change of Control, including an amount that the Company determines, in its sole discretion, is intended to provide a similar or supplemental benefit (or, if the Executive does not participate in a Retirement Plan or RRP as of the date of the Executive’s termination of employment, such other amount as the Company may chose, in its sole discretion, to approximate this benefit).

(ii)The Company shall, at its sole expense as incurred, provide the Executive with outplacement services at a cost to the Company not to exceed $30,000, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion; provided, however, that such outplacement services as provided in this Section 6(a)(ii) shall be limited to qualifying

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expenses incurred, or services provided by the Company, during the period ending on the last day of the second calendar year following the calendar year containing the Date of Termination, and any reimbursements by the Company shall be made not later than the last day of the third calendar year following the calendar year containing the Date of Termination; and

(iii)Until the third anniversary of the Date of Termination, the Company shall maintain in full force and effect for the Executive all life, accident, disability, medical and health care benefit plans, programs and arrangements in which the Executive was entitled to participate, at the same rates and levels (which levels may vary based on the Executive’s age in accordance with the terms of the applicable plans, programs and arrangements), in which the Executive was participating immediately prior to the Change of Control Date, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans, programs and arrangements; and further provided that (A) if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and (B) the medical and other welfare benefits described herein shall be subject to the application of any Medicare or other coordination of benefits provisions under the applicable medical or welfare benefit plan, program or arrangement. In the event that the Executive’s participation in any such plan, program or arrangement is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company prior to the Change of Control Date. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the benefit plans in which participation is barred.

Benefits provided pursuant to this Section 6(a)(iii) are contractual only and are not to be considered a continuation of coverage as provided under Code Section 4980B (i.e., COBRA continuation coverage). For purposes of determining the Executive’s eligibility (but not the time of commencement of coverage) for retiree benefits pursuant to such plans and programs, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period, and, if the Executive satisfies the eligibility requirements, such benefits shall commence no later than the expiration of the three-year continuation period provided in the first sentence of this Section 6(a)(iii).

The continued coverage under this Section 6(a)(iii) shall be provided at the Company’s discretion in a manner that is intended to satisfy an exception to Code Section 409A, and therefore not be treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, or in a manner that otherwise complies with Code Section 409A, including without limitation (1) providing such benefits on a nontaxable basis to the Executive, (2) providing for the reimbursement of medical expenses incurred during the period of time during which the Executive would be entitled to continuation coverage under a group health plan of the Company under Code Section 4980B (i.e., COBRA continuation coverage), (3) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A and the authoritative guidance thereunder, or (4) requiring the Executive to pay the actual cost of such coverage and having the Company reimburse the Executive for such payments in

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excess of the rates that would otherwise be required to be paid by the Executive under the preceding provisions of this Section 6(a)(iii) (with such reimbursement, less applicable taxes, for a particular calendar year during which the Executive received such coverage to be made within 15 days following the end of such calendar year (but in no event prior to the date that is six months after the Date of Termination)).

(iv)To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 20 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.

(c)Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Change of Control Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families.

(d)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) the Annual Base Salary through the Date of Termination, (ii) the amount of any compensation previously

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deferred by the Executive, and (iii) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination.

(e)Matters Relating to Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if the payment of any benefit hereunder (including, without limitation, any severance benefit) would be subject to additional taxes and interest under Code Section 409A because the timing of such payment is not delayed as provided in Code Section 409A for a “specified employee,” then if the Executive is a “specified employee” under Code Section 409A, any such payment that the Executive would otherwise be entitled to receive during the first six months following the Date of Termination shall be accumulated and paid or provided, as applicable, within ten days after the date that is six months following the Date of Termination, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest. For all purposes of this Agreement, the Executive shall be considered to have terminated employment with the Company when the Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). The Executive agrees to be bound by the Company’s determination of its “specified employees” (as defined in Code Section 409A). Any payment or benefit (including any severance payment or benefit) provided under this Agreement to which Code Section 409A applies that constitutes a reimbursement of expenses incurred by the Executive or the provision of an in-kind benefit to the Executive shall be subject to the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (iii) the right to reimbursement or to receive an in-kind benefit shall not be subject to liquidation or exchange by the Executive for another payment or benefit.

7.Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies, including, but not limited to, the Company’s Management Life Insurance Plan and Override Pool Bonus Plan, at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, there shall be no duplication of any of the payments or benefits described in Section 6 hereof, and payments under the applicable provisions of Section 6(a)(i) shall be in full satisfaction of the amounts otherwise payable under the SRP, the RRP and the executive deferred compensation plans, respectively.

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8.Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 6(a)(iii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability or entitlement under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).

9.Parachute Payment Limitation.

(a)Anything in this Agreement to the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G of the Code), then the Payments shall be either (a) reduced (but not below zero) so that the aggregate present value of the Payments will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax result for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The reduction of Payments, if any, shall be made by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time).

(b)The determinations as to the Payments to be reduced and the amount of reduction shall be made by the Company in good faith, and such determinations shall be conclusive and binding on the Executive. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from the Company (or its affiliated companies) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three (3) times the Executive’s base amount, the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

10.Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any

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of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. Nothing in this Agreement will prevent the Executive from making disparaging remarks or disclosing Company confidential and proprietary information when compelled to do so by law or when such communications are intended to comply with any federal or state whistleblower statute including, but not limited to, information provided in a manner described in Section 21F(h)(1)(A) of the Exchange Act, 15 U.S.C. 78u-6(h)(1)(A). Nothing in this Agreement will prevent the Executive from: (a) making a good faith report of possible violations of applicable law to any governmental agency or entity or (b) making disclosures that are protected under the whistleblower provisions of applicable law. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

11.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

12.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the Parties or their respective successors and legal representatives.

(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party or by registered or certified mail, return receipt requested, postage prepaid, addressed, in the case of the Executive, to the Executive’s home address registered with the Company or, if to the Company, to the attention of the General Counsel at the Company’s home office address or to such other address as either Party shall have furnished

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to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5 of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the Change of Control Date, the Executive’s employment may be terminated by either the Executive or the Company at any time prior to the Change of Control Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the Parties with respect to the subject matter hereof. Without limiting the scope of the preceding sentence, as of the Effective Date, all prior understandings and agreements between the Parties relating to the subject matter hereof are hereby terminated and of no further force and effect.

[Signature page follows.]

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name and on its behalf, to be effective as of the Effective Date,

EXECUTIVE

By:

Name:

Date:

ANADARKO PETROLEUM CORPORATION

By:

Name:

Title:

Date:

[Signature Page]

EX-10.IV

EXHIBIT 10(iv)

ANADARKO PETROLEUM CORPORATION

AMENDED AND RESTATED KEY EMPLOYEE CHANGE OF CONTROL

CONTRACT

This Anadarko Petroleum Corporation Amended and Restated Key Employee Change of Control Contract (“Agreement”) is made and entered into by and between Anadarko Petroleum Corporation (“Company”) and Christopher O. Champion (“Executive”), effective as of April 11, 2019 (“Effective Date”). Company and Executive may be collectively referred to herein as the “Parties.”

WHEREAS, The Board of Directors of the Company (the “Board”), previously determined that it was in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement;

WHEREAS, the Company and Executive previously entered into a Key Employee Change of Control Contract (the “Original Agreement”) effective as of June 1, 2015; and

WHEREAS, the Company and Executive desire to enter into this Agreement to update certain Change of Control bonus and severance provisions under the Original Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Certain Definitions.

(a)The “Change of Control Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

(b)The “Change of Control Period” shall mean the period commencing on the Effective Date hereof and ending on the second anniversary of such Effective Date; provided, however, that commencing on the date one year after the Effective Date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter

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referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 90 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

2.Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:

(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 2(c); or

(b)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the

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then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

3.Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the second anniversary of such date (the “Employment Period”).

4.Terms of Employment.

(a)Position and Duties.

(i)During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to the Executive at any time during the 120‑day period immediately preceding the Change of Control Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office or location less than 35 miles from such location.

(ii)During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Change of Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Change of Control Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b)Compensation.

(i)Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at

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least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Change of Control Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Change of Control Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii)Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s target annual bonus under the Company’s Annual Incentive Bonus Program, or any comparable bonus under any predecessor or successor plan, for the fiscal year in which the Change of Control Date occurs, which shall be calculated as follows: (A) the target bonus percentage as established by the Board prior to the Change of Control Date for the fiscal year in which the Change of Control Date occurs, multiplied by (B) the Executive’s Annual Base Salary (the “Recent Annual Bonus”). In the event that, prior to the Change of Control Date, the Executive’s target bonus percentage has not been established by the Board under the Annual Incentive Bonus Program or any comparable bonus under any predecessor or successor plan, then for purposes of this Agreement, the Executive’s Recent Annual Bonus shall be calculated by using the target bonus percentage for the other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to a Key Employee Change of Control Contract with the Company. Such Annual Bonus shall be paid no later than January 31 of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with procedures established by the Company that comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(iii)Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to regular, annual incentive opportunities), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120‑day period immediately preceding the Change of Control Date or if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(iv)Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription,

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dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

(v)Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi)Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii)Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)Paid Time Off. During the Employment Period, the Executive shall be entitled to paid time off in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall

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terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b)By the Company. The Company may terminate the Executive’s employment during the Employment Period for Cause, or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i)the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or

(ii)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c)By the Executive. The Executive’s employment may be terminated by the Executive for Good Reason, or without Good Reason. For purposes of this Agreement, Good Reason shall mean:

(i)the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not

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taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)the Company requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof, or the Company requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control Date;

(iv)any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v)any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.

(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, (iii) if the Executive’s employment is terminated by the Executive without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein (which date shall be not later than 30 days after the giving of such notice), and (iv) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.

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6.Obligations of the Company upon Termination.

(a)Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits.

(i)The Company shall pay to the Executive in a lump sum in cash within 20 days after the Date of Termination the aggregate of the amounts set forth in the following subsections (A) through (E), except as provided in Section 6(e):

(A) the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the Annual Base Salary in effect at the beginning of (I) the fiscal year during which the Date of Termination occurs or, (II) if greater, the fiscal year during which the Change of Control Date occurs; multiplied by (y) the Executive’s incentive target bonus percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan (which shall be expressed as a percentage of Annual Base Salary) (I) for the fiscal year in which the Date of Termination occurs (provided, however, that if such incentive target bonus percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the Executive’s incentive target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (the “Next Preceding Fiscal Year”) or, if Executive was not employed by the Company and its affiliated companies for the entirety of the Next Preceding Fiscal Year, then such percentage shall be deemed to be the incentive target bonus percentage for the Next Preceding Fiscal Year for other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to the Key Employee Change of Control Contracts with the Company) or (II) if greater, for the fiscal year in which the Change of Control Date occurs; multiplied by (z) the higher of (I) 100%, (II) the bonus performance percentage for the portion of the fiscal year ending on the Date of Termination as determined by and in the sole discretion of the Board (or the Compensation Committee) on or before the Date of Termination without negative adjustment for individual performance, which for calendar year 2019 shall be the highest bonus performance percentage under the Company’s Annual Bonus Program (200%) and (III) the actual bonus performance percentage assigned by the Board (or the Compensation Committee) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan that applied to the Next Preceding Fiscal Year, it being understood and agreed that for purposes of this Agreement, the bonus performance percentage for fiscal year 2019 shall be the highest bonus

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performance percentage under the Company’s Annual Incentive Bonus Program (200%), and (3) any accrued paid time off, to the extent not theretofore used or paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); and

(B) an amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary in effect immediately prior to the Date of Termination and (y) the greater of (I) the average of the annual bonuses earned by the Executive for the two most recently completed fiscal years ending prior to the Date of Termination (in each case, including any bonus or portion thereof which has been earned but deferred) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan and (II) the Executive’s annual bonus for the year in which the Date of Termination occurs (which annual bonus shall be deemed to be equal to the product of the amounts described in clauses (x), (y) and (z) of Section 6(a)(i)(A)(2); and

(C) an amount equal to the total value of the Executive’s Account (as defined in the Company’s Savings Restoration Plan (the “SRP”)), with such amount being the higher of (1) the value of the Executive’s Account on the Executive’s Date of Termination or (2) the value of the Executive’s Account on the Change of Control Date, in each case with “value” determined under the applicable change of control provisions in the SRP, if any. The amount payable under this Section 6(a)(i)(C) shall represent the payment of the amount due to the Executive under the SRP, and shall not be duplicative thereof. Notwithstanding the above provisions of this Section 6(a)(i)(C), the Company shall pay the lump sum cash payment as set forth herein above only if such payment would not be considered to be an impermissible acceleration of benefits under the SRP under Code Section 409A. In the event that the payment of the benefits payment in a lump sum would constitute an impermissible acceleration of benefits under the SRP under Code Section 409A, then the portion of the benefit payable under this Section 6(a)(i)(C) that is equal to the benefits payable under the SRP shall be payable in the same form and at the time specified in the SRP, and any excess amount determined under this paragraph shall, subject to Section 6(e), be paid in a cash lump sum within 20 days after the Date of Termination; and

(D) an amount equal to the additional Company matching contributions which would have been made on the Executive’s behalf in the Company’s Employee Savings Plan (the “ESP”) (assuming continued participation on the same basis as immediately prior to

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the Change of Control Date), plus the additional amount of any benefit the Executive would have accrued under the SRP as a result of contribution limitations in the ESP, for the 24-month period beginning on the Date of Termination (with the Company’s matching contributions being determined pursuant to the applicable provisions of the ESP and the SRP and based upon the Executive’s compensation (including any amounts deferred pursuant to any deferred compensation program) in effect for the 12-month period immediately prior to the Change of Control Date); and

(E) an amount equal to the sum of the present values, as of the Date of Termination, of (1) the accrued retirement benefit payable under the Company’s Retirement Restoration Plan (or, if the Executive participates in another plan that, in the sole determination of the Company, is intended to provide benefits similar to those under the Company’s Retirement Restoration Plan, such other plan) (each referred to herein as the “RRP”) and (2) the additional retirement benefits that the Executive would have accrued under the tax-qualified defined benefit plan of the Company or any Affiliate in which the Executive participates (the “Retirement Plan”) and the RRP if the Executive had continued employment until the expiration of the two-year period following the Date of Termination (assuming that the Executive’s compensation in each of the additional years is that required by Section 4(b)(i) and Section 4(b)(ii) hereof), with the present values being computed by discounting to the Date of Termination the accrued benefit and the additional retirement benefits payable as lump sums at an assumed benefit commencement date of the later of (i) the date the Executive attains age 55 and (ii) the date two years after the Date of Termination, at the rate of interest used for valuing lump-sum payments in excess of $25,000 for participants with retirement benefits commencing immediately under the Retirement Plan, as in effect as of the Change of Control Date with such amount to be fully offset and reduced by the amount of any additional benefit provided under the Retirement Plan or the RRP in connection with the Change of Control or the Executive’s termination of employment in connection with the Change of Control, including an amount that the Company determines, in its sole discretion, is intended to provide a similar or supplemental benefit (or, if the Executive does not participate in a Retirement Plan or RRP as of the date of the Executive’s termination of employment, such other amount as the Company may chose, in its sole discretion, to approximate this benefit).

(ii)The Company shall, at its sole expense as incurred, provide the Executive with outplacement services at a cost to the Company not to exceed $30,000, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion; provided, however, that such outplacement services as provided in this Section 6(a)(ii) shall be

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limited to qualifying expenses incurred, or services provided by the Company, during the period ending on the last day of the second calendar year following the calendar year containing the Date of Termination, and any reimbursements by the Company shall be made not later than the last day of the third calendar year following the calendar year containing the Date of Termination; and

(iii)Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the Executive all life, accident, disability, medical and health care benefit plans, programs and arrangements in which the Executive was entitled to participate, at the same rates and levels (which levels may vary based on the Executive’s age in accordance with the terms of the applicable plans, programs and arrangements), in which the Executive was participating immediately prior to the Change of Control Date, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans, programs and arrangements; and further provided that (A) if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and (B) the medical and other welfare benefits described herein shall be subject to the application of any Medicare or other coordination of benefits provisions under the applicable medical or welfare benefit plan, program or arrangement. In the event that the Executive’s participation in any such plan, program or arrangement is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company prior to the Change of Control Date. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the benefit plans in which participation is barred.

Benefits provided pursuant to this Section 6(a)(iii) are contractual only and are not to be considered a continuation of coverage as provided under Code Section 4980B (i.e., COBRA continuation coverage). For purposes of determining the Executive’s eligibility (but not the time of commencement of coverage) for retiree benefits pursuant to such plans and programs, the Executive shall be considered to have remained employed until two years after the Date of Termination and to have retired on the last day of such period, and, if the Executive satisfies the eligibility requirements, such benefits shall commence no later than the expiration of the two-year continuation period provided in the first sentence of this Section 6(a)(iii).

The continued coverage under this Section 6(a)(iii) shall be provided at the Company’s discretion in a manner that is intended to satisfy an exception to Code Section 409A, and therefore not be treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, or in a manner that otherwise complies with Code Section 409A, including without limitation (1) providing such benefits on a nontaxable basis to the Executive, (2) providing for the reimbursement of medical expenses incurred during the period of time during which the Executive would be entitled to continuation coverage under a group health plan of the Company under Code Section 4980B (i.e., COBRA continuation coverage), (3) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A and the authoritative guidance thereunder, or (4) requiring the Executive to pay the actual cost of such coverage and having the Company reimburse the Executive for such payments in excess of the

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rates that would otherwise be required to be paid by the Executive under the preceding provisions of this Section 6(a)(iii) (with such reimbursement, less applicable taxes, for a particular calendar year during which the Executive received such coverage to be made within 15 days following the end of such calendar year (but in no event prior to the date that is six months after the Date of Termination)).

(iv)To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 20 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.

(c)Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families.

(d)Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) the Annual Base Salary through the Date of Termination, (ii) the amount of any compensation previously

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deferred by the Executive, and (iii) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 20 days of the Date of Termination.

(e)Matters Relating to Code Section 409A. Notwithstanding any provision in this Agreement to the contrary, if the payment of any benefit hereunder (including, without limitation, any severance benefit) would be subject to additional taxes and interest under Code Section 409A because the timing of such payment is not delayed as provided in Code Section 409A for a “specified employee”, then if the Executive is a “specified employee” under Code Section 409A, any such payment that the Executive would otherwise be entitled to receive during the first six months following the Date of Termination shall be accumulated and paid or provided, as applicable, within ten days after the date that is six months following the Date of Termination, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest. For all purposes of this Agreement, the Executive shall be considered to have terminated employment with the Company when the Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). The Executive agrees to be bound by the Company’s determination of its “specified employees” (as defined in Code Section 409A). Any payment or benefit (including any severance payment or benefit) provided under this Agreement to which Code Section 409A applies that constitutes a reimbursement of expenses incurred by the Executive or the provision of an in-kind benefit to the Executive shall be subject to the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (iii) the right to reimbursement or to receive an in-kind benefit shall not be subject to liquidation or exchange by the Executive for another payment or benefit.

7.Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies, including, but not limited to, the Company’s Management Life Insurance Plan and Override Pool Bonus Plan, at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, there shall be no duplication of any of the payments or benefits described in Section 6 hereof, and payments under the applicable provisions of Section 6(a)(i) shall be in full satisfaction of the amounts otherwise payable under the SRP, the RRP and the executive deferred compensation plans, respectively.

13

8.Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 6(a)(iii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability or entitlement under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).

9.Parachute Payment Limitation.

(a)Anything in this Agreement to the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G of the Code), then the Payments shall be either (a) reduced (but not below zero) so that the aggregate present value of the Payments will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax result for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The reduction of Payments, if any, shall be made by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time).

(b)The determinations as to the Payments to be reduced and the amount of reduction shall be made by the Company in good faith, and such determinations shall be conclusive and binding on the Executive. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from the Company (or its affiliated companies) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three (3) times the Executive’s base amount, the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

10.Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any

14

of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

11.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

12.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed, in the case of the Executive, to the Executive’s home address registered with the Company or, if to the Company, to the attention of the General Counsel at the Company’s home office address or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

15

(d)The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5 of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the Change of Control Date, the Executive’s employment may be terminated by either the Executive or the Company at any time prior to the Change of Control Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

[Signature page follows.]

16

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name and on its behalf, to be effective as of the Effective Date.

EXECUTIVE
By:	/s/ CHRISTOPHER O. CHAMPION
Name:	Christopher O. Champion
Date:	April 11, 2019
ANADARKO PETROLEUM CORPORATION
By:	/s/ AMANDA M. MCMILLIAN
Name:	Amanda M. McMillian
Title:	Executive Vice President and General
	Counsel
Date:	April 11, 2019

17

EX-31.I

EXHIBIT 31(i)

CERTIFICATIONS

I, R. A. Walker, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Anadarko Petroleum Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 30, 2019

/s/ R. A. WALKER

R. A. Walker

Chairman and Chief Executive Officer

EX-31.II

EXHIBIT 31(ii)

CERTIFICATIONS

I, Benjamin M. Fink, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Anadarko Petroleum Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 30, 2019

/s/ BENJAMIN M. FINK

Benjamin M. Fink

Executive Vice President, Finance and Chief Financial Officer

EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATION OF PERIODIC REPORT

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, R. A. Walker, Chairman and Chief Executive Officer of Anadarko Petroleum Corporation (Company), and Benjamin M. Fink, Executive Vice President, Finance and Chief Financial Officer of the Company, certify to the best of our knowledge that:

(1) the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (Report), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 30, 2019
	/s/ R. A. WALKER
	R. A. Walker
	Chairman and Chief Executive Officer
July 30, 2019
	/s/ BENJAMIN M. FINK
	Benjamin M. Fink
	Executive Vice President, Finance and Chief Financial Officer

This certification is made solely pursuant to 18 U.S.C. Section 1350, and not for any other purpose. A signed original of this written statement required by Section 906 will be retained by Anadarko and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2019	Jul. 19, 2019
Cover page.
Document type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Registrant Name	ANADARKO PETROLEUM CORP
Entity Central Index Key	0000773910
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		502,453,426
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.10 per share
Entity Trading Symbol	APC
Security Exchange Name	NYSE
Entity File Number	1-8968
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	76-0146568
Entity Address, Address Line One	1201 Lake Robbins Drive,
Entity Address, City or Town	The Woodlands,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380-1046
City Area Code	832
Local Phone Number	636-1000
Document Quarterly Report	true
Document Transition Report	false

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenues and Other
Sales revenues	$ 3,528	$ 3,414	$ 6,866	$ 6,650
Gains (losses) on divestitures and other, net	86	123	178	142
Total	3,442	3,291	6,660	6,336
Costs and Expenses
Oil and gas operating	310	275	599	551
Oil and gas transportation	222	209	444	405
Exploration	90	94	139	262
General and administrative	368	288	635	566
Merger transaction costs	1,042	0	1,042	0
Depreciation, depletion, and amortization	1,161	1,003	2,242	1,993
Production, property, and other taxes	182	201	381	391
Impairments	0	128	0	147
Other operating expense	8	22	29	162
Total	3,657	2,472	6,041	4,966
Operating Income (Loss)	(215)	819	619	1,370
Other (Income) Expense
Interest expense	249	237	502	465
(Gains) losses on derivatives, net	254	437	569	473
Other (income) expense, net	18	4	24	(8)
Total	521	677	1,093	928
Income (Loss) Before Income Taxes	(736)	142	(474)	442
Income tax expense (benefit)	209	125	375	251
Net Income (Loss)	(945)	17	(849)	191
Net income (loss) attributable to noncontrolling interests	80	(12)	191	41
Net Income (Loss) Attributable to Common Stockholders	$ (1,025)	$ 29	$ (1,040)	$ 150
Per Common Share
Net income (loss) attributable to common stockholders—basic (in usd per share)	$ (2.09)	$ 0.05	$ (2.13)	$ 0.28
Net income (loss) attributable to common stockholders—diluted (in usd per share)	$ (2.09)	$ 0.05	$ (2.13)	$ 0.28
Average Number of Common Shares Outstanding—Basic (in shares)	491	504	491	511
Average Number of Common Shares Outstanding—Diluted (in shares)	491	505	491	512
Commodity Contract and Interest Rate Swap [Member]
Other (Income) Expense
(Gains) losses on derivatives, net	$ 254	$ 436	$ 567	$ 471
Oil sales [Member]
Revenues and Other
Sales revenues	2,470	2,265	4,566	4,392
Natural-gas sales [Member]
Revenues and Other
Sales revenues	205	203	525	450
Natural-gas liquids sales [Member]
Revenues and Other
Sales revenues	216	318	456	610
Gathering, processing, and marketing sales [Member]
Revenues and Other
Sales revenues	465	382	935	742
Costs and Expenses
Gathering, processing, and marketing	$ 274	$ 252	$ 530	$ 489

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ (945)	$ 17	$ (849)	$ 191
Adjustments for derivative instruments
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net	0	0	1	1
Total adjustments for derivative instruments, net of taxes	0	0	1	1
Adjustments for pension and other postretirement plans
Net gain (loss) incurred during period	(80)	0	(80)	0
Income taxes on net gain (loss) incurred during period	18	0	18	0
Amortization of net actuarial (gain) loss to other (income) expense, net	16	6	24	13
Income taxes on amortization of net actuarial (gain) loss	(4)	(1)	(6)	(3)
Amortization of net prior service (credit) cost to other (income) expense, net	0	(6)	(1)	(12)
Income taxes on amortization of net prior service (credit) cost	0	1	0	2
Total adjustments for pension and other postretirement plans, net of taxes	(50)	0	(45)	0
Total	(50)	0	(44)	1
Comprehensive Income (Loss)	(995)	17	(893)	192
Comprehensive income (loss) attributable to noncontrolling interests	80	(12)	191	41
Comprehensive Income (Loss) Attributable to Common Stockholders	$ (1,075)	$ 29	$ (1,084)	$ 151

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions		Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents ($96 and $92 related to VIEs)		$ 1,394	$ 1,295
Accounts receivable (net of allowance of $11 and $13)
Customers ($118 and $138 related to VIEs)		1,195	1,491
Others		584	535
Other current assets		298	474
Total		3,471	3,795
Net Properties and Equipment (net of accumulated depreciation, depletion, and amortization of $39,998 and $37,905) ($8,785 and $6,612 related to VIEs)		29,091	28,615
Other Assets ($1,273 and $868 related to VIEs)		2,953	2,336
Goodwill and Other Intangible Assets ($1,271 and $1,163 related to VIEs)		5,614	5,630
Total Assets		41,129	40,376
Accounts payable
Trade ($155 and $263 related to VIEs)		1,729	2,003
Other ($9 and $15 related to VIEs)		167	161
Short-term debt		31	947
Current asset retirement obligations ($25 and $26 related to VIEs)		303	252
Other current liabilities ($146 and $54 related to VIEs)		1,562	1,295
Total		3,792	4,658
Long-term Debt		18,198	15,470
Other Long-term Liabilities
Deferred income taxes		2,555	2,437
Asset retirement obligations ($320 and $260 related to VIEs)		2,879	2,847
Other		4,374	4,021
Total		9,808	9,305
Stockholders’ equity
Common stock, par value $0.10 per share (1.0 billion shares authorized, 579.1 million and 576.6 million shares issued)		58	57
Paid-in capital		13,135	12,393
Retained earnings (accumulated deficit)		(149)	1,245
Treasury stock (87.7 million and 87.2 million shares)		(4,892)	(4,864)
Accumulated other comprehensive income (loss)		(379)	(335)
Total Stockholders’ Equity		7,773	8,496
Noncontrolling interests		1,558	2,447
Total Equity		9,331	10,943
Total Liabilities and Equity		41,129	40,376
Anadarko [Member]
Accounts payable
Short-term debt	[1]	31	919
Long-term Debt	[1]	10,709	10,683
WES [Member]
Accounts payable
Short-term debt		0	28
Long-term Debt		$ 7,489	$ 4,787

[1] Excludes WES.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 1,394	$ 1,295
Accounts receivable
Allowance for uncollectible accounts	11	13
Customers	1,195	1,491
Property, Plant and Equipment, Net [Abstract]
Net properties and equipment related to VIEs	29,091	28,615
Accumulated depreciation, depletion and amortization	39,998	37,905
Other Assets	2,953	2,336
Goodwill and Other Intangible Assets	5,614	5,630
Accounts payable
Trade	1,729	2,003
Other	167	161
Current asset retirement obligations	303	252
Other current liabilities	1,562	1,295
Other Long-term Liabilities
Asset retirement obligations	$ 2,879	$ 2,847
Stockholders’ equity
Common stock, par value per share (in usd per share)	$ 0.1	$ 0.10
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	579,100,000	576,600,000
Treasury stock (in shares)	87,700,000	87,200,000
Variable Interest Entity, Primary Beneficiary [Member]
Current Assets
Cash and cash equivalents	$ 96	$ 92
Accounts receivable
Customers	118	138
Property, Plant and Equipment, Net [Abstract]
Net properties and equipment related to VIEs	8,785	6,612
Other Assets	1,273	868
Goodwill and Other Intangible Assets	1,271	1,163
Accounts payable
Trade	155	263
Other	9	15
Current asset retirement obligations	25	26
Other current liabilities	146	54
Other Long-term Liabilities
Asset retirement obligations	$ 320	$ 260

XML

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions	Total	Subsidiary Equity Transactions [Member]	Equity Component Of Tangible Equity Units 1 [Member]	Common Stock [Member]	Paid-in Capital [Member]	Paid-in Capital [Member] Subsidiary Equity Transactions [Member]	Paid-in Capital [Member] Equity Component Of Tangible Equity Units 1 [Member]	Retained Earnings (Accumulated Deficit) [Member]	Retained Earnings (Accumulated Deficit) [Member] Subsidiary Equity Transactions [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Non- controlling Interests [Member]	Non- controlling Interests [Member] Subsidiary Equity Transactions [Member]	Non- controlling Interests [Member] Equity Component Of Tangible Equity Units 1 [Member]
Balance at Dec. 31, 2017	$ 13,790			$ 57	$ 12,000			$ 1,109		$ (2,132)	$ (338)	$ 3,094
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	191							150				41
Common stock issued	6				6
Share-based compensation expense	84				84
Dividends—common stock	(254)							(254)
Repurchases of common stock	(1,973)				0					(1,973)
Subsidiary equity transactions		$ 5				$ (14)							$ 19
Settlement of tangible equity units			$ (70)				$ 230							$ (300)
Distributions to noncontrolling interest owners	(238)											(238)
Adjustments for pension and other postretirement plans	0
Other	1										1
Balance at Jun. 30, 2018	11,495			57	12,306			1,054		(4,105)	(410)	2,593
Balance at Mar. 31, 2018	11,756			57	11,701			1,152		(3,759)	(410)	3,015
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	17							29				(12)
Common stock issued	6				6
Share-based compensation expense	45				45
Dividends—common stock	(127)							(127)
Repurchases of common stock	(14)				332					(346)
Subsidiary equity transactions		2				(8)			$ 0				10
Settlement of tangible equity units			$ (70)				$ 230							$ (300)
Distributions to noncontrolling interest owners	(120)											(120)
Adjustments for pension and other postretirement plans	0
Balance at Jun. 30, 2018	11,495			57	12,306			1,054		(4,105)	(410)	2,593
Balance at Dec. 31, 2018	10,943			57	12,393			1,245		(4,864)	(335)	2,447
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(849)							(1,040)				191
Common stock issued	41			1	40
Share-based compensation expense	78				78
Dividends—common stock	(299)							(299)
Repurchases of common stock	(28)				0					(28)
Subsidiary equity transactions		(200)				624							(824)
Distributions to noncontrolling interest owners	(256)											(256)
Adjustments for pension and other postretirement plans	(45)										(45)
Other	1										1
Balance at Jun. 30, 2019	9,331			58	13,135			(149)		(4,892)	(379)	1,558
Balance at Mar. 31, 2019	10,533			57	13,057			1,024		(4,881)	(329)	1,605
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(945)							(1,025)				80
Common stock issued	41			1	40
Share-based compensation expense	40				40
Dividends—common stock	(149)							(149)
Repurchases of common stock	(11)									(11)
Subsidiary equity transactions		$ (2)				$ (2)			$ 1				$ (1)
Distributions to noncontrolling interest owners	(126)											(126)
Adjustments for pension and other postretirement plans	(50)										(50)
Balance at Jun. 30, 2019	$ 9,331			$ 58	$ 13,135			$ (149)		$ (4,892)	$ (379)	$ 1,558

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows from Operating Activities
Net income (loss)	$ (849)	$ 191
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation, depletion, and amortization	2,242	1,993
Deferred income taxes	(54)	27
Dry hole expense and impairments of unproved properties	41	149
Impairments	0	147
(Gains) losses on divestitures, net	(1)	(28)
Total (gains) losses on derivatives, net	569	473
Operating portion of net cash received (paid) in settlement of derivative instruments	2	(234)
Other	112	139
Changes in assets and liabilities
(Increase) decrease in accounts receivable	228	(91)
Increase (decrease) in accounts payable and other current liabilities	(271)	91
Other items, net	(114)	(202)
Net cash provided by (used in) operating activities	1,905	2,655
Cash Flows from Investing Activities
Additions to properties and equipment	(2,691)	(3,277)
Divestitures of properties and equipment and other assets	31	384
Other, net	(125)	(163)
Net cash provided by (used in) investing activities	(2,785)	(3,056)
Cash Flows from Financing Activities
Borrowings, net of issuance costs	2,700	1,333
Repayments of debt	(940)	(764)
Financing portion of net cash received (paid) for derivative instruments	(228)	55
Increase (decrease) in outstanding checks	26	34
Dividends paid	(299)	(254)
Repurchases of common stock	(28)	(1,973)
Issuances of common stock	41	6
Distributions to noncontrolling interest owners	(256)	(238)
Payments of future hard-minerals royalty revenues conveyed	(24)	(25)
Other	(12)	0
Net cash provided by (used in) financing activities	980	(1,826)
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents	2	(15)
Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	102	(2,242)
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents at Beginning of Period	1,429	4,674
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents at End of Period	$ 1,531	$ 2,432

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

General  Anadarko Petroleum Corporation is engaged in the exploration, development, production, and sale of oil, natural gas, and NGLs and is advancing its Mozambique LNG project to the construction phase after announcing FID on June 18, 2019. In addition, the Company engages in gathering, compressing, treating, processing, and transporting of natural gas; gathering, stabilizing, and transporting of oil and NGLs; and gathering and disposing of produced water. The Company also participates in the hard-minerals business through royalty arrangements.

Basis of Presentation  The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The accompanying interim financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the Company’s consolidated financial statements. Certain prior-period amounts have been reclassified to conform to the current-period presentation. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as well as the Form 8-K filed on May 15, 2019 to recast the segment information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, following a change in reportable segments during the quarter ended March 31, 2019.

Merger On April 11, 2019, the Company entered into the Chevron Merger Agreement. On April 24, 2019, Occidental announced a proposal to acquire Anadarko and further revised its proposal on May 5, 2019. On May 6, 2019, Anadarko announced that the Board had unanimously determined that the Occidental proposal was a “Superior Proposal” as defined in the Chevron Merger Agreement and, on May 9, 2019, provided Chevron a notice terminating the Chevron Merger Agreement. Pursuant to the terms of the Chevron Merger Agreement, the Company paid the Chevron Merger Termination Fee of $1.0 billion. Also, on May 9, 2019, the Company entered into the Occidental Merger Agreement, which provides that, among other things, and subject to the terms and conditions of the Occidental Merger Agreement, a wholly owned subsidiary of Occidental will be merged with and into Anadarko, with Anadarko continuing as the surviving corporation and a wholly owned subsidiary of Occidental. Pursuant to the Occidental Merger Agreement, at the effective time of the Occidental Merger and subject to potential further adjustments as specified in the Occidental Merger Agreement, Anadarko stockholders will receive $59.00 in cash and 0.2934 of a share of Occidental common stock for each share of Anadarko common stock, plus cash in lieu of any fractional Occidental shares that otherwise would have been issued. The transaction was approved by the Boards of Directors of both companies. The Occidental Merger is subject to Anadarko stockholder approval and other customary closing conditions. Anadarko is holding a special meeting of its stockholders on August 8, 2019, for holders of record as of July 11, 2019, to vote on the proposal necessary to complete the Occidental Merger. Assuming all closing conditions are satisfied, including obtaining the requisite approval from Anadarko stockholders, Occidental and Anadarko expect the Occidental Merger to close shortly after the special meeting of Anadarko stockholders.

In addition to the Chevron Merger Termination Fee, Anadarko has incurred merger transaction costs of $42 million as of June 30, 2019.

Midstream Asset Sale and WES Merger On February 28, 2019, Anadarko completed the previously announced contribution and sale of substantially all of its midstream assets, which consisted of oil infrastructure assets in the DJ basin and oil and water infrastructure assets in the Delaware basin, to WES Operating for $4.0 billion, with $2.0 billion of cash proceeds and $2.0 billion in WES Operating common units. As a result, the Company no longer reports an Other Midstream segment and now has two reporting segments: Exploration and Production and WES Midstream. Prior period amounts have been reclassified to conform to the current-period presentation. See Note 19—Segment Information for information on the Company’s reporting segments.

Immediately after the asset contribution and sale, a wholly owned subsidiary of WES merged with and into WES Operating, with WES Operating continuing as the surviving entity and a subsidiary of WES, resulting in a simplified midstream structure. Under the terms of the WES Merger, WES acquired all of the outstanding publicly held common units of WES Operating and substantially all of the WES Operating common units owned by Anadarko and its affiliates. WES Operating survived as a partnership with no publicly traded equity, owned 98% by WES and 2% by Anadarko. WES Operating owns all the operating assets and equity investments of WES, is the borrower for all existing WES debt and is expected to be the borrower for all future debt. Anadarko maintains operating control of WES, with approximately 55.5% ownership of the combined entity.

1. Summary of Significant Accounting Policies (Continued)

The consolidated financial statements include the accounts of Anadarko and subsidiaries in which Anadarko holds, directly or indirectly, more than 50% of the voting rights and VIEs for which Anadarko is the primary beneficiary. The Company has determined that WES is a VIE. Anadarko is considered the primary beneficiary and consolidates WES. WES functions with a capital structure that is separate from Anadarko, consisting of its own debt instruments and publicly traded common units. All intercompany transactions have been eliminated. Undivided interests in oil and natural-gas exploration and production joint ventures are consolidated on a proportionate basis. Investments in noncontrolled entities that Anadarko has the ability to exercise significant influence over operating and financial policies and VIEs for which Anadarko is not the primary beneficiary are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost and subsequently adjusted for the Company’s proportionate share of earnings, losses, and distributions. Investments are included in other assets on the Company’s Consolidated Balance Sheets.

Recently Adopted Accounting Standards  

ASU 2016-02, Leases (Topic 842) This ASU requires lessees to recognize a lease liability and an ROU asset on the balance sheet for all leases, including operating leases. This ASU modifies the definition of a lease and outlines the recognition, measurement, presentation, and disclosure of leasing arrangements by both lessees and lessors. The Company adopted Topic 842 on January 1, 2019, using the modified retrospective method applied to all leases that existed on January 1, 2019, and prior-period financial statements were not adjusted. Anadarko elected not to reassess contracts that commenced prior to adoption, to continue applying its current accounting policy for existing or expired land easements, and not to recognize ROU assets or lease liabilities for short-term leases. Upon adoption, the Company recognized approximately $600 million of ROU assets and lease liabilities related to leases existing at January 1, 2019. The difference between ROU assets and operating lease liabilities, net of the deferred tax impact, was recognized as a $55 million reduction in the opening balance of retained earnings as a cumulative effect adjustment. See Note 10—Leases for additional information.

Accounting Policy  

Leases Anadarko determines if an arrangement is a lease based on rights and obligations conveyed at inception of a contract. At the commencement date, a lease is classified as either operating or finance, and an ROU asset and lease liability is recognized based on the present value of future lease payments over the lease term. As the rate implicit in Anadarko’s leases generally is not readily determinable, the Company discounts lease liabilities using the Company’s incremental borrowing rate at the commencement date. Non-lease components associated with leases that begin in 2019 or later are accounted for as part of the lease component, and prepaid lease payments are included in the ROU asset. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that Anadarko will exercise that option. Leases of 12 months or less are not recognized on the Company’s Consolidated Balance Sheets.

Lease cost is recognized over the lease term, unless the end of the useful life of the underlying asset in a finance lease is before the end of the lease term. Lease cost is recognized on a straight-line basis unless another method better represents the pattern that benefit is expected to be derived from the right to use the underlying asset. For finance leases, interest expense is recognized over the lease term using the effective interest method. Variable lease payments are recognized when the obligation for those payments is incurred.

Generally, a contract in a joint arrangement is evaluated as a lease if Anadarko is the operator. Anadarko recognizes an ROU asset and lease liability for the full amount of each contract determined to be a lease, although a portion of lease payments generally is recovered from partners. Lease payments associated with the drilling of exploratory wells and development wells net of amounts billed to partners initially will be capitalized as a component of oil and gas properties and either depreciated, impaired, or written off as exploration expense in future periods.

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Revenue from Contracts with Customers

6 Months Ended

Jun. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

2. Revenue from Contracts with Customers

Disaggregation of Revenue from Contracts with Customers The following table disaggregates revenue by significant product type and segment:

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Three Months Ended June 30, 2019
Oil sales		$	2,470			$	—			$	—			$	2,470
Natural-gas sales		205				—				—				205
Natural-gas liquids sales		216				—				—				216
Gathering, processing, and marketing sales (1)		1				685				(82		)		604
Other, net		12				—				21				33
Total Revenue from Customers		$	2,904			$	685			$	(61	)		$	3,528
Gathering, processing, and marketing sales (2)		—				—				(139		)		(139		)
Gains (losses) on divestitures, net		6				—				—				6
Other, net		(16		)		70				(7		)		47
Total Revenue from Other than Customers		$	(10	)		$	70			$	(146	)		$	(86	)
Total Revenue and Other		$	2,894			$	755			$	(207	)		$	3,442
Three Months Ended June 30, 2018
Oil sales		$	2,265			$	—			$	—			$	2,265
Natural-gas sales		203				—				—				203
Natural-gas liquids sales		318				—				—				318
Gathering, processing, and marketing sales (1)		—				519				84				603
Other, net		4				—				21				25
Total Revenue from Customers		$	2,790			$	519			$	105			$	3,414
Gathering, processing, and marketing sales (2)		—				(1		)		(220		)		(221		)
Gains (losses) on divestitures, net		52				1				(1		)		52
Other, net		(1		)		39				8				46
Total Revenue from Other than Customers		$	51			$	39			$	(213	)		$	(123	)
Total Revenue and Other		$	2,841			$	558			$	(108	)		$	3,291

⁽¹⁾  The amount in Other and Intersegment Eliminations primarily represents sales of third-party natural gas and NGLs of $176 million and intersegment eliminations of $(233) million for the three months ended June 30, 2019, and sales of third-party natural gas and NGLs of $261 million and intersegment eliminations of $(174) million for the three months ended June 30, 2018.

⁽²⁾  The amount in Other and Intersegment Eliminations represents purchases of third-party natural gas and NGLs. Although these purchases are reported net in gathering, processing, and marketing sales in the Company’s Consolidated Statements of Income, they are shown separately on this table as the purchases are not considered revenue from customers.

2. Revenue from Contracts with Customers (Continued)

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Six Months Ended June 30, 2019
Oil sales		$	4,566			$	—			$	—			$	4,566
Natural-gas sales		525				—				—				525
Natural-gas liquids sales		456				—				—				456
Gathering, processing, and marketing sales (1)		2				1,357				(107		)		1,252
Other, net		21				—				46				67
Total Revenue from Customers		$	5,570			$	1,357			$	(61	)		$	6,866
Gathering, processing, and marketing sales (2)		—				—				(317		)		(317		)
Gains (losses) on divestitures, net		6				—				(5		)		1
Other, net		(17		)		132				(5		)		110
Total Revenue from Other than Customers		$	(11	)		$	132			$	(327	)		$	(206	)
Total Revenue and Other		$	5,559			$	1,489			$	(388	)		$	6,660
Six Months Ended June 30, 2018
Oil sales		$	4,392			$	—			$	—			$	4,392
Natural-gas sales		450				—				—				450
Natural-gas liquids sales		610				—				—				610
Gathering, processing, and marketing sales (1)		—				1,021				130				1,151
Other, net		7				—				40				47
Total Revenue from Customers		$	5,459			$	1,021			$	170			$	6,650
Gathering, processing, and marketing sales (2)		—				(2		)		(407		)		(409		)
Gains (losses) on divestitures, net		19				1				8				28
Other, net		(13		)		80				—				67
Total Revenue from Other than Customers		$	6			$	79			$	(399	)		$	(314	)
Total Revenue and Other		$	5,465			$	1,100			$	(229	)		$	6,336

⁽¹⁾  The amount in Other and Intersegment Eliminations primarily represents sales of third-party natural gas and NGLs of $381 million and intersegment eliminations of $(456) million for the six months ended June 30, 2019, and sales of third-party natural gas and NGLs of $485 million and intersegment eliminations of $(337) million for the six months ended June 30, 2018.

⁽²⁾  The amount in Other and Intersegment Eliminations represents purchases of third-party natural gas and NGLs. Although these purchases are reported net in gathering, processing, and marketing sales in the Company’s Consolidated Statements of Income, they are shown separately on this table as the purchases are not considered revenue from customers.

2. Revenue from Contracts with Customers (Continued)

Contract Liabilities Contract liabilities primarily relate to midstream fees and capital reimbursements that are charged to customers for only a portion of the contract term and must be recognized as revenues over the expected period of benefit, fixed and variable fees that are received from customers but revenue recognition is deferred under midstream cost of service contracts, and hard-minerals bonus payments received from customers that must be recognized as revenue over the expected period of benefit. The following table summarizes the current period activity related to contract liabilities from contracts with customers:

millions
Balance at December 31, 2018	$	150
Increase due to cash received, excluding revenues recognized in the period (1)	20
Decrease due to revenue recognized (2)	(23		)
Balance at June 30, 2019	$	147
Contract liabilities at June 30, 2019
Other current liabilities	$	19
Other long-term liabilities - other	128
Total contract liabilities from contracts with customers	$	147

⁽¹⁾  Includes $(26) million for the three months ended June 30, 2019.

⁽²⁾  Includes $7 million for the three months ended June 30, 2019.

Transaction Price Allocated to Remaining Performance Obligations Revenue expected to be recognized from certain performance obligations that are unsatisfied as of June 30, 2019, is reflected in the table below. The Company applies the optional exemptions in Topic 606 and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied performance obligations. Therefore, the following table represents only a small portion of Anadarko’s expected future consolidated revenues as future revenue from the sale of most products and services is dependent on future production or variable customer volume and variable commodity prices for that volume.

millions	Exploration & Production			WES Midstream			Other and Intersegment Eliminations				Total
Remainder of 2019		$	52		$	380		$	(250	)		$	182
2020		103			873			(620		)		356
2021		103			912			(681		)		334
2022		7			963			(739		)		231
2023		7			918			(729		)		196
Thereafter		60			4,341			(3,830		)		571
Total		$	332		$	8,387		$	(6,849	)		$	1,870

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Commodity Inventories

6 Months Ended

Jun. 30, 2019

Energy Related Inventory [Abstract]

Commodity Inventories

3. Commodity Inventories

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

millions	June 30, 2019			December 31, 2018
Oil		$	159		$	139
Natural gas		7			18
NGLs		58			78
Total commodity inventories		$	224		$	235

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Divestitures

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Divestitures

4. Divestitures

The following summarizes the proceeds received and gains (losses) recognized on divestitures:

	Six Months Ended
	June 30,
millions	2019		2018
Proceeds received, net of closing adjustments	$	31	$	384
Gains (losses) on divestitures, net	1		28

2018 During the six months ended June 30, 2018, the Company divested of the following U.S. onshore and Gulf of Mexico assets:

– Alaska nonoperated assets, included primarily in the Exploration and Production reporting segment, for net proceeds of $383 million and net losses of $37 million in 2018 and $154 million in the fourth quarter of 2017.

–

Ram Powell nonoperated assets in the Gulf of Mexico, included in the Exploration and Production reporting segment, resulting in a net gain of $67 million.

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Impairments

6 Months Ended

Jun. 30, 2019

Asset Impairment Charges [Abstract]

Impairments

5. Impairments

Impairments of Long-Lived Assets

2018 During the three months ended June 30, 2018, the Company expensed $128 million primarily related to a gathering system in the DJ basin, included in the WES Midstream reporting segment that was permanently taken out of service in the second quarter of 2018.

Fair values were measured as of the impairment date using the income approach and Level 3 inputs. The primary assumptions used to estimate undiscounted future net cash flows include anticipated future production, commodity prices, and capital and operating costs.

Impairments of Unproved Properties Impairments of unproved properties are included in exploration expense in the Company’s Consolidated Statements of Income. The Company recognized impairments of unproved Gulf of Mexico properties of $35 million during the six months ended June 30, 2019, and $94 million during the six months ended June 30, 2018, primarily related to blocks where the Company determined it would no longer pursue activities.

It is reasonably possible that significant declines in commodity prices, further changes to the Company’s drilling plans in response to lower prices, reduction of proved and probable reserve estimates, or increases in drilling or operating costs could result in additional impairments.

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Suspended Exploratory Well Costs

6 Months Ended

Jun. 30, 2019

Capitalized Exploratory Well Costs [Abstract]

Suspended Exploratory Well Costs

6. Suspended Exploratory Well Costs

The Company’s suspended exploratory well costs were $413 million at June 30, 2019, and $444 million at December 31, 2018. For exploratory wells, drilling costs are capitalized, or “suspended,” on the balance sheet when the well has found a sufficient quantity of reserves to justify its completion as a producing well and sufficient progress is being made in assessing the reserves and the economic and operating viability of the project. If additional information becomes available that raises substantial doubt as to the economic or operational viability of any of these projects, the associated costs will be expensed at that time. During the six months ended June 30, 2019, there was no exploration expense recorded for suspended exploratory well costs previously capitalized for greater than one year at December 31, 2018.

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Current Liabilities

6 Months Ended

Jun. 30, 2019

Payables and Accruals [Abstract]

Current Liabilities

7. Current Liabilities

Accounts Payable Accounts payable, trade included liabilities of $206 million at June 30, 2019, and $180 million at December 31, 2018, representing the amount by which checks issued but not presented to the Company’s banks for collection exceeded balances in applicable bank accounts. Changes in these liabilities are classified as cash flows from financing activities.

Other Current Liabilities The following summarizes the Company’s other current liabilities:

millions	June 30, 2019			December 31, 2018
Accrued income taxes		$	135		$	167
Interest payable		252			267
Production, property, and other taxes payable		334			309
Accrued employee benefits		229			319
Derivatives		175			89
Operating lease liabilities		249			—
Other		188			144
Total other current liabilities		$	1,562		$	1,295

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Derivative Instruments

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

8. Derivative Instruments

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

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

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

Oil and Natural-Gas Production/Processing Derivative Activities  The oil prices listed below are a combination of NYMEX WTI and Intercontinental Exchange, Inc. (ICE) Brent Blend prices. The Company had no natural-gas production/processing derivatives at June 30, 2019. The following is a summary of the Company’s oil derivative instruments at June 30, 2019:

	2019 Settlement
Oil
Three-Way Collars (MBbls/d)	87
Average price per barrel
Ceiling sold price (call)	$	72.98
Floor purchased price (put)	$	56.72
Floor sold price (put)	$	46.72

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

8. Derivative Instruments (Continued)

Anadarko Interest-Rate Derivatives (Excluding WES)  Anadarko has outstanding interest-rate swap contracts to manage interest-rate risk associated with anticipated debt issuances. The Company has locked in a fixed interest rate in exchange for a floating interest rate indexed to the three-month LIBOR.

At June 30, 2019, the Company had outstanding interest-rate swaps with a notional amount of $1.6 billion due prior to or in September 2023 that manage interest-rate risk associated with potential future debt issuances. Depending on market conditions, liability-management actions, or other factors, the Company may enter into offsetting interest-rate swap positions or settle or amend certain or all of the currently outstanding interest-rate swaps. The Company had the following outstanding interest-rate swaps at June 30, 2019: 

millions except percentages			Mandatory	Weighted-Average
Notional Principal Amount		Reference Period	Termination Date	Interest Rate
$	550	September 2016 - 2046	September 2020	6.418	%
$	250	September 2016 - 2046	September 2022	6.809	%
$	100	September 2017 - 2047	September 2020	6.891	%
$	250	September 2017 - 2047	September 2021	6.570	%
$	450	September 2017 - 2047	September 2023	6.445	%

Derivative settlements and collateralization are classified as cash flows from operating activities unless the derivatives contain an other-than-insignificant financing element, in which case the settlements and collateralization are classified as cash flows from financing activities. As a result of prior extensions of reference-period start dates without settlement of the related interest-rate derivative obligations, the interest-rate derivatives in Anadarko’s portfolio contain an other-than-insignificant financing element, and therefore, any settlements, collateralization, or cash payments for amendments related to these extended interest-rate derivatives are classified as cash flows from financing activities. Net cash payments related to settlements and amendments of interest-rate swap agreements were $30 million during the six months ended June 30, 2019, and $48 million during the six months ended June 30, 2018.

WES Interest-Rate Derivatives WES entered into interest-rate swap agreements with an aggregate notional amount of $750 million in December 2018 and $375 million in March 2019 to manage interest-rate risk associated with anticipated 2019 debt issuances. WES exchanged a floating interest rate indexed to the three-month LIBOR for a fixed interest rate. Depending on market conditions, liability management actions, or other factors, WES may settle or amend certain or all of the currently outstanding interest-rate swaps. The following interest-rate swaps were outstanding at June 30, 2019:

millions except percentages			Mandatory	Weighted-Average
Notional Principal Amount		Reference Period	Termination Date	Interest Rate
$	375	December 2019 - 2024	December 2019	2.662	%
$	375	December 2019 - 2029	December 2019	2.802	%
$	375	December 2019 - 2049	December 2019	2.885	%

8. Derivative Instruments (Continued)

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

	Gross Derivative Assets						Gross Derivative Liabilities
millions	June 30,			December 31,			June 30,				December 31,
Balance Sheet Classification		2019			2018			2019				2018
Commodity derivatives - Anadarko
Other current assets		$	37		$	300		$	(14	)		$	(126	)
Other current liabilities		—			1			(1		)		(6		)
		37			301			(15		)		(132		)
Interest-rate derivatives - Anadarko (1)
Other current assets		15			22			—				—
Other assets		16			34			—				—
Other current liabilities		—			—			(86		)		(82		)
Other liabilities		—			—			(1,426		)		(1,156		)
		31			56			(1,512		)		(1,238		)
Interest-rate derivatives - WES
Other current liabilities		—			—			(103		)		(8		)
Total derivatives		$	68		$	357		$	(1,630	)		$	(1,378	)

⁽¹⁾  Excludes amounts related to WES interest-rate swap agreements.

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

	Three Months Ended							Six Months Ended
millions	June 30,							June 30,
Classification of (Gain) Loss Recognized		2019			2018				2019		2018
Commodity derivatives - Anadarko
Gathering, processing, and marketing sales		$	—		$	1			$	2	$	2
(Gains) losses on derivatives, net		(5		)	468				144		630
Interest-rate derivatives - Anadarko (1)
(Gains) losses on derivatives, net		200			(32		)		328		(159		)
Interest-rate derivatives - WES
(Gains) losses on derivatives, net		59			—				95		—
Total (gains) losses on derivatives, net		$	254		$	437			$	569	$	473

⁽¹⁾  Excludes amounts related to WES interest-rate swap agreements.

8. Derivative Instruments (Continued)

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

The Company has netting agreements with financial institutions that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities and routinely exercises its contractual right to offset gains and losses when settling with derivative counterparties. In addition, the Company has setoff agreements with certain financial institutions that may be exercised in the event of default and provide for contract termination and net settlement across derivative types.

The Company’s derivative instruments are subject to individually negotiated credit provisions that may require collateral of cash or letters of credit depending on the derivative’s portfolio valuation versus negotiated credit thresholds. These credit thresholds generally require full or partial collateralization of the Company’s obligations depending on certain credit-risk-related provisions, such as the Company’s credit rating from S&P and Moody’s. As of June 30, 2019, the Company’s long-term debt was rated investment grade (BBB) by both S&P and Fitch and below investment grade (Ba1) by Moody’s. In January 2019, Moody’s changed its outlook with respect to its rating from stable to positive. The Company may be required to post additional collateral with respect to its derivative instruments if its credit ratings decline below current levels or if the liability associated with any such derivative instrument increases above the credit threshold. The aggregate fair value of derivative instruments with credit-risk-related contingent features for which a net liability position existed was $1.4 billion (net of $264 million of collateral) at June 30, 2019, and $1.1 billion (net of $66 million of collateral) at December 31, 2018.

8. Derivative Instruments (Continued)

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

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

millions	Level 1			Level 2			Level 3		Netting (1)			Collateral			Total
June 30, 2019
Assets
Anadarko (2)
Commodity derivatives	$	—		$	37		$	—	$	(14	)		$	—	$	23
Interest-rate derivatives	—			31			—		—				—		31
Total derivative assets	$	—		$	68		$	—	$	(14	)		$	—	$	54
Liabilities
Anadarko (2)
Commodity derivatives	$	—		$	(15	)	$	—	$	14			$	—	$	(1	)
Interest-rate derivatives	—			(1,512		)	—		—				264		(1,248		)
WES
Interest-rate derivatives	—			(103		)	—		—				—		(103		)
Total derivative liabilities	$	—		$	(1,630	)	$	—	$	14			$	264	$	(1,352	)
December 31, 2018
Assets
Anadarko (2)
Commodity derivatives	$	1		$	300		$	—	$	(127	)		$	—	$	174
Interest-rate derivatives	—			56			—		—				—		56
Total derivative assets	$	1		$	356		$	—	$	(127	)		$	—	$	230
Liabilities
Anadarko (2)
Commodity derivatives	$	(2	)	$	(130	)	$	—	$	127			$	2	$	(3	)
Interest-rate derivatives	—			(1,238		)	—		—				66		(1,172		)
WES
Interest-rate derivatives	—			(8		)	—		—				—		(8		)
Total derivative liabilities	$	(2	)	$	(1,376	)	$	—	$	127			$	68	$	(1,183	)

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

⁽²⁾ 

Excludes amounts related to WES interest-rate swap agreements.

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Debt

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Debt

9. Debt

Debt Activity  The following summarizes the Company’s borrowing activity, after eliminating the effect of intercompany transactions, during the six months ended June 30, 2019:

		Carrying Value
millions	Anadarko (1)				WES				Anadarko Consolidated				Description
Balance at December 31, 2018		$	11,354			$	4,815			$	16,169
Borrowings
		—				2,000				2,000			WES Term Loan Facility
		—				700				700			WES RCF
Repayments
		(600		)		—				(600		)	8.700 % Senior Notes due 2019
		(300		)		—				(300		)	6.950 % Senior Notes due 2019
		—				(28		)		(28		)	WGP RCF
Other, net		25				2				27			Amortization of discounts, premiums, and debt issuance costs
Balance at June 30, 2019		$	10,479			$	7,489			$	17,968

⁽¹⁾  Excludes WES.

Debt  The following summarizes the Company’s outstanding debt, including finance lease liabilities, after eliminating the effect of intercompany transactions:

millions	Anadarko (1)				WES				Anadarko Consolidated
June 30, 2019
Total borrowings at face value		$	11,893			$	7,540			$	19,433
Net unamortized discounts, premiums, and debt issuance costs (2)		(1,414		)		(51		)		(1,465		)
Total borrowings (3)		10,479				7,489				17,968
Finance lease liabilities		261				—				261
Less short-term debt		31				—				31
Total long-term debt		$	10,709			$	7,489			$	18,198
December 31, 2018
Total borrowings at face value		$	12,793			$	4,868			$	17,661
Net unamortized discounts, premiums, and debt issuance costs (2)		(1,439		)		(53		)		(1,492		)
Total borrowings (3)		11,354				4,815				16,169
Finance lease liabilities		248				—				248
Less short-term debt		919				28				947
Total long-term debt		$	10,683			$	4,787			$	15,470

⁽¹⁾  Excludes WES.

⁽²⁾  Unamortized discounts, premiums, and debt issuance costs are amortized over the term of the related debt. Debt issuance costs related to RCFs are included in other current assets and other assets on the Company’s Consolidated Balance Sheets.

⁽³⁾  The Company’s outstanding borrowings, except for borrowings under the WGP RCF, are senior unsecured.

9. Debt (Continued)

Fair Value  The Company uses a market approach to determine the fair value of its fixed-rate debt using observable market data, which results in a Level 2 fair-value measurement. The carrying amount of floating-rate debt approximates fair value as the interest rates are variable and reflective of market rates. The estimated fair value of the Company’s total borrowings was $20.2 billion at June 30, 2019, and $16.8 billion at December 31, 2018.

Anadarko Debt (Excluding WES)  In January 2019, the $2.0 billion 364-day senior unsecured RCF (364-Day Facility) expired. At June 30, 2019, the Company had a $3.0 billion senior unsecured RCF maturing in January 2023 (APC RCF). At June 30, 2019, Anadarko had no outstanding borrowings under the APC RCF and was in compliance with all covenants.

In March 2019, Anadarko repaid $600 million of 8.700% Senior Notes at maturity and redeemed its $300 million of 6.950% Senior Notes due June 2019.

Anadarko’s Zero Coupons can be put to the Company in October of each year, in whole or in part, for the then-accreted value of the outstanding Zero Coupons, which, if put in whole, would be $942 million at the next put date in October 2019. Anadarko’s Zero Coupons were classified as long-term debt on the Company’s Consolidated Balance Sheet at June 30, 2019, as the Company has the ability and intent to refinance these obligations using long-term debt, should a put be exercised.

The Company also has notes payable related to its ownership of certain noncontrolling mandatorily redeemable interests that are not included in the Company’s reported debt balance and do not affect consolidated interest expense. See Note 9—Equity-Method Investments in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

WES and WGP Debt  Effective on February 15, 2019, WES amended the maturity date of its senior unsecured RCF from February 2023 to February 2024, and upon completion of the WES Merger, expanded the borrowing capacity from $1.5 billion to $2.0 billion (WES RCF). During the six months ended June 30, 2019, WES borrowed $700 million under its RCF, which was used for general partnership purposes, including to fund capital expenditures. At June 30, 2019, WES had outstanding borrowings under its RCF of $920 million at an interest rate of 3.71%, outstanding letters of credit of $5 million, available borrowing capacity of $1.1 billion, and was in compliance with all covenants.

In February 2019, WES borrowed $2.0 billion under its senior unsecured credit facility (WES Term Loan Facility) to fund substantially all of the cash portion of the consideration under the WES midstream asset contribution and sale and the payment of related transaction costs. As of June 30, 2019, the WES Term Loan Facility was anticipated to mature on February 27, 2020, the day prior to the one-year anniversary of the completion of the WES Merger. As of June 30, 2019, net cash proceeds received from future asset sales and debt or equity offerings by WES were required to be used to repay amounts outstanding under the WES Term Loan Facility. At June 30, 2019, WES had outstanding borrowings under its WES Term Loan Facility of $2.0 billion at an interest rate of 3.78% and was in compliance with all covenants.

On July 1, 2019, WES entered into an amendment to the WES Term Loan Facility to, among other things, (i) increase the commitments available under the WES Term Loan Facility from $2.0 billion to $3.0 billion, the incremental $1.0 billion of which may be drawn by WES on or before September 30, 2019, (ii) extend the maturity date from February 27, 2020 to December 31, 2020, and (iii) modify the provision requiring that all debt issuance proceeds be used to repay the WES Term Loan Facility to allow for a $1.0 billion carve out of debt offering proceeds.

In March 2019, the $35 million senior secured RCF (WGP RCF) matured following the completion of the WES Merger. During the six months ended June 30, 2019, WES made repayments of $28 million for the WGP RCF.

See Note 1—Summary of Significant Accounting Policies for additional information related to the WES Merger.

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Leases

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Leases

10. Leases

Operating Leases  At June 30, 2019, total lease liabilities related to operating leases were $557 million and primarily related to offshore and onshore drilling rigs and real estate.

The operating lease liabilities included $177 million for offshore drilling vessels and certain contracts for onshore drilling rigs expiring at various dates through 2021. Lease payments commonly vary based on activities being performed by the rig. To the extent that lease payments vary from amounts recognized on the Company’s balance sheet, the amount is included in variable lease cost.

Additionally, the Company has $187 million of operating lease liabilities for real estate, primarily related to the Company’s Denver corporate office lease expiring in 2033, with options to terminate the lease early.

Finance Leases  At June 30, 2019, total lease liabilities related to finance leases were $261 million and primarily related to an FPSO for the Company’s TEN field in Ghana. The initial FPSO lease term ends in 2027 with annual renewal periods for an additional 10 years, annual purchase options that decrease over time, and no residual value guarantees.

The following table summarizes information related to the Company’s leases at June 30, 2019:

millions except lease term and discount rate	Operating Leases				Finance Leases
Assets
Other assets		$	539			$	—
Net properties and equipment		—				193
Total lease assets (1)		$	539			$	193
Liabilities
Current liabilities
Other current liabilities		$	249			$	—
Short-term debt - Anadarko		—				31
Long-term liabilities
Other		308				—
Long-term debt - Anadarko		—				230
Total lease liabilities (1)		$	557			$	261
Weighted-average remaining lease term (years)		5				16
Weighted-average discount rate (2)		4.3		%		15.1		%

⁽¹⁾  Includes additions to ROU assets and lease liabilities of $126 million related to operating leases and $22 million related to finance leases for the six months ended June 30, 2019.

⁽²⁾  The FPSO finance lease commenced prior to the adoption of ASU 2016-02, Leases (Topic 842). In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying asset.

10. Leases (Continued)

The following table summarizes the Company’s lease cost before amounts recovered from partners:

	Three Months Ended			Six Months Ended
millions	June 30, 2019			June 30, 2019
Operating lease cost		$	70		$	148
Short-term lease cost		42			61
Variable lease cost		37			76
Finance lease cost
Amortization of ROU assets		10			20
Interest on lease liabilities		9			18
Total lease cost		$	168		$	323

The following table summarizes cash paid for amounts included in the measurement of lease liabilities:

	Six Months Ended
	June 30, 2019
millions	Operating Leases			Finance Leases
Operating cash flows		$	133		$	18
Investing cash flows		37			—
Financing cash flows		—			9

The following table reconciles the undiscounted cash flows to the operating and finance lease liabilities recorded on the Company’s Consolidated Balance Sheet at June 30, 2019:

millions	Operating Leases (1)			Finance Leases
Remainder of 2019		$	134		$	35
2020		191			62
2021		70			52
2022		49			48
2023		35			44
Thereafter		155			322
Total lease payments		$	634		$	563
Less portion representing imputed interest		77			302
Total lease liabilities		$	557		$	261

⁽¹⁾  For leases commencing prior to 2019, lease payments exclude payments to lessors for drilling rig services and real estate services, taxes, and common area maintenance.

10. Leases (Continued)

The following table summarizes future minimum lease payments related to the Company’s operating and finance leases as of December 31, 2018:

millions	Operating Leases			Finance Leases
2019		$	264		$	58
2020		139			50
2021		57			48
2022		35			45
2023		24			43
Thereafter		135			323
Total lease payments		$	654		$	567
Less portion representing imputed interest		*			319
Total lease liabilities		*			$	248

*

Prior to the adoption of ASU 2016-02, Leases (Topic 842) on January 1, 2019, operating lease liabilities were not recognized on the Company’s Consolidated Balance Sheets. Refer to Note 1—Summary of Significant Accounting Policies for additional information.

Leases

10. Leases

Operating Leases  At June 30, 2019, total lease liabilities related to operating leases were $557 million and primarily related to offshore and onshore drilling rigs and real estate.

The operating lease liabilities included $177 million for offshore drilling vessels and certain contracts for onshore drilling rigs expiring at various dates through 2021. Lease payments commonly vary based on activities being performed by the rig. To the extent that lease payments vary from amounts recognized on the Company’s balance sheet, the amount is included in variable lease cost.

Additionally, the Company has $187 million of operating lease liabilities for real estate, primarily related to the Company’s Denver corporate office lease expiring in 2033, with options to terminate the lease early.

Finance Leases  At June 30, 2019, total lease liabilities related to finance leases were $261 million and primarily related to an FPSO for the Company’s TEN field in Ghana. The initial FPSO lease term ends in 2027 with annual renewal periods for an additional 10 years, annual purchase options that decrease over time, and no residual value guarantees.

The following table summarizes information related to the Company’s leases at June 30, 2019:

millions except lease term and discount rate	Operating Leases				Finance Leases
Assets
Other assets		$	539			$	—
Net properties and equipment		—				193
Total lease assets (1)		$	539			$	193
Liabilities
Current liabilities
Other current liabilities		$	249			$	—
Short-term debt - Anadarko		—				31
Long-term liabilities
Other		308				—
Long-term debt - Anadarko		—				230
Total lease liabilities (1)		$	557			$	261
Weighted-average remaining lease term (years)		5				16
Weighted-average discount rate (2)		4.3		%		15.1		%

⁽¹⁾  Includes additions to ROU assets and lease liabilities of $126 million related to operating leases and $22 million related to finance leases for the six months ended June 30, 2019.

⁽²⁾  The FPSO finance lease commenced prior to the adoption of ASU 2016-02, Leases (Topic 842). In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying asset.

10. Leases (Continued)

The following table summarizes the Company’s lease cost before amounts recovered from partners:

	Three Months Ended			Six Months Ended
millions	June 30, 2019			June 30, 2019
Operating lease cost		$	70		$	148
Short-term lease cost		42			61
Variable lease cost		37			76
Finance lease cost
Amortization of ROU assets		10			20
Interest on lease liabilities		9			18
Total lease cost		$	168		$	323

The following table summarizes cash paid for amounts included in the measurement of lease liabilities:

	Six Months Ended
	June 30, 2019
millions	Operating Leases			Finance Leases
Operating cash flows		$	133		$	18
Investing cash flows		37			—
Financing cash flows		—			9

The following table reconciles the undiscounted cash flows to the operating and finance lease liabilities recorded on the Company’s Consolidated Balance Sheet at June 30, 2019:

millions	Operating Leases (1)			Finance Leases
Remainder of 2019		$	134		$	35
2020		191			62
2021		70			52
2022		49			48
2023		35			44
Thereafter		155			322
Total lease payments		$	634		$	563
Less portion representing imputed interest		77			302
Total lease liabilities		$	557		$	261

⁽¹⁾  For leases commencing prior to 2019, lease payments exclude payments to lessors for drilling rig services and real estate services, taxes, and common area maintenance.

10. Leases (Continued)

The following table summarizes future minimum lease payments related to the Company’s operating and finance leases as of December 31, 2018:

millions	Operating Leases			Finance Leases
2019		$	264		$	58
2020		139			50
2021		57			48
2022		35			45
2023		24			43
Thereafter		135			323
Total lease payments		$	654		$	567
Less portion representing imputed interest		*			319
Total lease liabilities		*			$	248

*

Prior to the adoption of ASU 2016-02, Leases (Topic 842) on January 1, 2019, operating lease liabilities were not recognized on the Company’s Consolidated Balance Sheets. Refer to Note 1—Summary of Significant Accounting Policies for additional information.

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Income Taxes

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

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

	Three Months Ended							Six Months Ended
	June 30,							June 30,
millions except percentages		2019			2018				2019			2018
Current income tax expense (benefit)		$	269		$	147			$	437		$	237
Deferred income tax expense (benefit)		(60		)	(22		)		(62		)	14
Total income tax expense (benefit)		$	209		$	125			$	375		$	251
Income (loss) before income taxes		(736		)	142				(474		)	442
Effective tax rate		(28		)%	88		%		(79		)%	57		%

The Company’s tax provision for interim periods is determined using an estimate of its annual current and deferred effective tax rates, adjusted for discrete items. Each quarter, the Company updates these rates and records a cumulative adjustment to current and deferred tax expense by applying the rates to the year-to-date pre-tax income excluding discrete items. The Company’s quarterly estimate of its annual current and deferred effective tax rates can vary significantly based on various forecasted items, including future commodity prices, capital expenditures, expenses for which tax benefits are not recognized, and the geographic mix of pre-tax income and losses.

The variance from the U.S. federal statutory rate of 21% for the three and six months ended June 30, 2019, was primarily attributable to the following items:

– tax impact from foreign operations

– non-deductible Algerian exceptional profits tax for Algerian income tax purposes

– income attributable to noncontrolling interests

– non-deductible Chevron Merger Termination Fee

The variance from the U.S. federal statutory rate of 21% for the three and six months ended June 30, 2018, was primarily attributable to the following items:

– tax impact from foreign operations

– non-deductible Algerian exceptional profits tax for Algerian income tax purposes

The Company recognized a tax benefit of $346 million as of June 30, 2019 and December 31, 2018, related to the deduction of its 2015 settlement payment for the Tronox Adversary Proceeding. This benefit is net of uncertain tax positions of $1.2 billion as of June 30, 2019 and December 31, 2018, due to uncertainty related to the deductibility of the settlement payment. Due to the deduction of the settlement payment on the Company’s 2015 tax return, the Company had a net operating loss carryback, which resulted in a tentative tax refund of $881 million in 2016. The IRS has audited this position and, in April 2018, issued a final notice of proposed adjustment denying the deductibility of the settlement payment. In September 2018, the Company received a statutory notice of deficiency from the IRS disallowing the net operating loss carryback and rejecting the Company’s refund claim. As a result, the Company filed a petition with the U.S. Tax Court to dispute the disallowances in November 2018 and, pursuant to standard U.S. Tax Court procedures, the Company is not required to repay the $881 million refund to dispute the IRS’s position. Accordingly, the Company has not revised its estimate of the benefit that will ultimately be realized. After the case is tried and briefed in the Tax Court, the court will issue an opinion and then enter a decision. If the Company does not prevail on the issue, the earliest date the Company might be required to repay the refund received, plus interest, would be 91 days after entry of the decision. At such time, the Company would reverse the portion of the $346 million net benefit previously recognized in its consolidated financial statements to the extent necessary to reflect the result of the Tax Court decision. It is reasonably possible the amount of uncertain tax position and/or tax benefit could materially change as the Company asserts its position in the Tax Court proceedings. Although management cannot predict the timing of a final resolution of the Tax Court proceedings, the Company does not currently anticipate a decision to be entered before 2022.

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Commitments

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments

12. Commitments

Anadarko has various long-term contractual commitments pertaining to oil and natural-gas activities, such as work-related commitments for drilling wells, obtaining and processing seismic data, and fulfilling rig commitments. Anadarko also enters into various processing, transportation, storage, and purchase agreements to access markets and provide flexibility to sell its oil, natural gas, and NGLs in certain areas.

On June 18, 2019, the Company and the co-venturers in Mozambique’s Offshore Area 1 announced FID on the Anadarko-led Area 1 Mozambique LNG project. This official declaration of FID confirms the Golfinho Atum Plan of Development is now effective with notice provided to the Government of Mozambique that all conditions precedent have been satisfied, and the project can now advance to the construction phase. Subsequent to FID, Anadarko began entering into various long-term contractual commitments pertaining primarily to offshore engineering, procurement, construction, and installation activities in Mozambique. These commitments as of June 30, 2019, have been included in the table below.

The Company’s various long-term contractual obligations expire at various dates through 2034. The following summarizes the gross aggregate future payments under these contracts at June 30, 2019:

millions
2019	$	1,028
2020	1,627
2021	1,419
2022	1,306
2023	714
Thereafter	1,467
Total (1)(2)	$	7,561

⁽¹⁾   Excludes purchase commitments for jointly owned fields and facilities for which the Company is not the operator.

⁽²⁾   Includes gross commitments related to the Mozambique development activities of $2.0 billion ($507 million net to Anadarko).

On July 26, 2019, Anadarko issued a Notice-to-Proceed to the onshore engineering, procurement, and construction contractor for the Mozambique LNG project, resulting in additional obligations with gross aggregate future payments of approximately $8.0 billion, of which $2.1 billion is net to Anadarko.

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Contingencies

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Contingencies

13. Contingencies

Litigation  There are no material developments in previously reported contingencies nor are there any other material matters that have arisen since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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Pension Plans and Other Postretirement Benefits

6 Months Ended

Jun. 30, 2019

Retirement Benefits [Abstract]

Pension Plans and Other Postretirement Benefits

14. Pension Plans and Other Postretirement Benefits

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

	Pension Benefits							Other Benefits
millions		2019			2018				2019			2018
Three Months Ended June 30
Service cost		$	22		$	22			$	—		$	1
Interest cost		20			19				3			2
Expected (return) loss on plan assets		(20		)	(20		)		—			—
Amortization of net actuarial loss (gain)		3			6				—			—
Amortization of net prior service cost (credit)		—			—				—			(6		)
Settlement expense		13			—				—			—
Termination benefits expense		2			—				—			—
Net periodic benefit cost (1)		$	40		$	27			$	3		$	(3	)
Six Months Ended June 30
Service cost		$	44		$	45			$	—		$	1
Interest cost		40			38				6			5
Expected (return) loss on plan assets		(41		)	(41		)		—			—
Amortization of net actuarial loss (gain)		7			13				—			—
Amortization of net prior service cost (credit)		—			—				(1		)	(12		)
Settlement expense		17			—				—			—
Termination benefits expense		2			—				—			—
Net periodic benefit cost (1)		$	69		$	55			$	5		$	(6	)

⁽¹⁾  The service cost component of net periodic benefit cost is included in G&A; oil and gas operating expense; gathering, processing, and marketing expense; and exploration expense, and all other components of net periodic benefit cost are included in other (income) expense on the Company’s Consolidated Statements of Income.

The Company contributed $91 million to funded pension plans and $25 million to unfunded pension plans during the six months ended June 30, 2019.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

Stockholders' Equity

15. Stockholders’ Equity

Earnings Per Share  The Company’s basic earnings per share (EPS) is computed based on the average number of shares of common stock outstanding for the period and includes the effect of any participating securities and TEUs as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock options, restricted stock awards, restricted stock units, and TEUs, if the inclusion of these items is dilutive. All outstanding TEUs were settled in June 2018.

The following provides a reconciliation between basic and diluted EPS attributable to common stockholders:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions except per-share amounts	2019			2018			2019			2018
Net income (loss)
Net income (loss) attributable to common stockholders	$	(1,025	)	$	29		$	(1,040	)	$	150
Income (loss) effect of TEUs	—			(1		)	—			(4		)
Less distributions on participating securities	1			1			3			2
Basic	$	(1,026	)	$	27		$	(1,043	)	$	144
Income (loss) effect of TEUs	—			—			—			(1		)
Diluted	$	(1,026	)	$	27		$	(1,043	)	$	143
Shares
Average number of common shares outstanding—basic	491			504			491			511
Dilutive effect of stock options	—			1			—			1
Average number of common shares outstanding—diluted	491			505			491			512
Excluded due to anti-dilutive effect	12			9			12			9
Net income (loss) per common share
Basic	$	(2.09	)	$	0.05		$	(2.13	)	$	0.28
Diluted	$	(2.09	)	$	0.05		$	(2.13	)	$	0.28
Dividends per common share	$	0.30		$	0.25		$	0.60		$	0.50

Common Stock  The Share-Repurchase Program authorizes the repurchase of the Company’s common stock in the open market or through private transactions. During 2018, the Share-Repurchase Program was expanded to $5.0 billion and extended through mid-year 2020. As of December 31, 2018, the Company had completed $3.75 billion of the Share-Repurchase Program through ASR Agreements and open-market repurchases. These transactions were accounted for as equity transactions, with all of the repurchased shares classified as treasury stock. Additionally, the receipt of these shares reduced the average number of shares of common stock outstanding used to compute both basic and diluted EPS. There were no additional repurchases of common stock under the Share-Repurchase Program for the six months ended June 30, 2019. No additional share repurchases under the Share-Repurchase Program are anticipated pursuant to the terms of the Occidental Merger Agreement. See Note 1—Summary of Significant Accounting Policies for additional information on the Occidental Merger Agreement.

Dividends  Dividends declared are recorded as a reduction of retained earnings, to the extent that retained earnings were available at the beginning of the reporting period, with any excess recorded as a reduction of paid-in capital.

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Noncontrolling Interests

6 Months Ended

Jun. 30, 2019

Noncontrolling Interest Items [Abstract]

Noncontrolling Interests

16. Noncontrolling Interests

WES is a limited partnership formed by Anadarko in September 2012 and owns a 98% limited partner interest in WES Operating, a Delaware limited partnership formed by Anadarko in 2007 to acquire, own, develop and operate midstream assets, and all of the outstanding equity interests of WES Operating’s general partner, which holds the entire non-economic general partner interest in WES Operating.

WES Operating Class C units issued to Anadarko converted into WES Operating common units in a unit-for-unit, tax-free exchange immediately prior to the closing of the WES Merger on February 28, 2019. Prior to the closing of the WES Merger, the Class C units received quarterly distributions in the form of additional Class C units. WES distributed 309 thousand Class C units to Anadarko during the six months ended June 30, 2019, and 1.1 million Class C units to Anadarko during 2018. See Note 1—Summary of Significant Accounting Policies for additional information on the WES Merger.

At June 30, 2019, Anadarko’s ownership interest in WES consisted of a 55.5% limited partner interest and the entire non-economic general partner interest. The remaining 44.5% limited partner interest in WES was owned by the public.

At June 30, 2019, Anadarko’s ownership interest in WES Operating consisted of a 2% limited partner interest.

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Variable Interest Entities

6 Months Ended

Jun. 30, 2019

Variable Interest Entities [Abstract]

Variable Interest Entities

17. Variable Interest Entities

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

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

All outstanding debt for WES at June 30, 2019, and December 31, 2018, including any borrowings under the WES RCF and WES Term Loan Facility, is recourse to WES Operating’s general partner, which in turn has been indemnified in certain circumstances by certain wholly owned subsidiaries of the Company for such liabilities. See Note 9—Debt for additional information on WES short-term and long-term debt balances.

VIE Financing WES’s sources of liquidity include cash and cash equivalents, cash flows generated from operations, interest income from a note receivable from Anadarko as discussed below, borrowings under the WES RCF, the issuance of additional partnership units, and debt offerings. See Note 9—Debt and Note 16—Noncontrolling Interests for additional information on WES financing activity.

VIE Distributions The following table presents WES distributions:

	Six Months Ended
	June 30,
millions	2019		2018
WES distributions to Anadarko (1)	$	264	$	203
WES distributions to third parties	255		238

⁽¹⁾  WES distributions to Anadarko are eliminated upon consolidation.

Financial Support Provided to VIEs Concurrent with the closing of its May 2008 IPO, WES Operating loaned the Company $260 million in exchange for a 30-year note bearing interest at a fixed annual rate of 6.50%, payable quarterly. The related interest income for WES Operating was $8 million for the six months ended June 30, 2019 and 2018. The note receivable and related interest income are eliminated in consolidation.

To reduce WES’s exposure to a majority of the commodity-price risk inherent in certain of its contracts, Anadarko had commodity price swap agreements in place with WES Operating that expired without renewal on December 31, 2018, with final settlement in the first quarter of 2019. WES recorded a capital contribution from Anadarko in its Consolidated Statement of Equity and Partners’ Capital for an amount equal to (i) the amount by which the swap price for product sales exceeds the applicable market price, minus (ii) the amount by which the swap price for product purchases exceeds the market price. WES recorded a capital contribution from Anadarko of $7 million for the six months ended June 30, 2019, and $28 million for the six months ended June 30, 2018.

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Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2019

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

18. Supplemental Cash Flow Information

Additions to properties and equipment as presented within Anadarko’s cash flows from investing activities include cash payments for cost of properties, equipment, and facilities. The cost of properties includes the initial capitalization of drilling costs associated with all exploratory wells, whether or not they were deemed to have a commercially sufficient quantity of proved reserves.

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

	Six Months Ended
	June 30,
millions	2019		2018
Cash paid (received)
Interest, net of amounts capitalized	$	536	$	471
Income taxes, net of refunds	29		53
Non-cash investing activities
Fair value of properties and equipment acquired	$	1	$	7
Asset retirement cost additions	117		162
Accruals of property, plant, and equipment	748		1,036
Net liabilities assumed (divested) in acquisitions and divestitures	—		(97		)
Non-cash investing and financing activities
Finance leases	$	22	$	—
Non-cash financing activities
Settlement of tangible equity units	$	—	$	300

The following table provides a reconciliation of Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents as reported in the Consolidated Statement of Cash Flows to the line items within the Consolidated Balance Sheets:

millions	June 30, 2019			December 31, 2018
Cash and cash equivalents		$	1,394		$	1,295
Restricted cash and restricted cash equivalents included in Other Assets		137			134
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents		$	1,531		$	1,429

Included in cash and cash equivalents is restricted cash and restricted cash equivalents of $118 million at June 30, 2019, and $139 million at December 31, 2018. Total restricted cash and restricted cash equivalents are primarily associated with certain international joint venture operations, payments of future hard-minerals royalty revenues conveyed, like-kind exchanges of property, and a judicially-controlled account related to a Brazilian tax dispute. See Note 18—Contingencies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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Segment Information

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Segment Information

19. Segment Information

Anadarko’s business segments are separately managed due to distinct operational differences. On February 28, 2019, Anadarko completed the previously announced contribution and sale of substantially all of its remaining midstream assets to WES. Due to this contribution and sale, the Company no longer reports an Other Midstream segment and now has two reporting segments: Exploration and Production and WES Midstream, which include their respective marketing results. Prior period amounts have been reclassified to conform to the current-period presentation.

The Exploration and Production reporting segment is engaged in the exploration, development, production, and sale of oil, natural gas, and NGLs and is advancing its Mozambique LNG project to the construction phase after announcing FID on June 18, 2019. The WES Midstream reporting segment is engaged in gathering, compressing, treating, processing, and transporting of natural gas; gathering, stabilizing, and transporting of oil and NGLs; and gathering and disposing of produced water.

To assess the performance of Anadarko’s operating segments, the chief operating decision maker analyzes Adjusted EBITDAX. The Company defines Adjusted EBITDAX as income (loss) before income taxes; interest expense; DD&A; exploration expense; gains (losses) on divestitures, net; impairments; total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives; certain items not related to the Company’s normal operations; and less net income (loss) attributable to noncontrolling interests.

The Company’s definition of Adjusted EBITDAX excludes gains (losses) on divestitures, net and exploration expense as they are not indicators of operating efficiency for a given reporting period. DD&A and impairments are excluded from Adjusted EBITDAX as a measure of segment operating performance because capital expenditures are evaluated at the time capital costs are incurred. Adjusted EBITDAX also excludes interest expense to allow for assessment of segment operating results without regard to Anadarko’s financing methods or capital structure. Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives are excluded from Adjusted EBITDAX because these (gains) losses are not considered a measure of asset operating performance. Finally, net income (loss) attributable to noncontrolling interests is excluded from the Company’s measure of Adjusted EBITDAX because it represents earnings that are not attributable to the Company’s common stockholders.

Management believes Adjusted EBITDAX provides information useful in assessing the Company’s operating and financial performance across periods. Adjusted EBITDAX as defined by Anadarko may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with net income (loss) attributable to common stockholders and other performance measures, such as operating income. Below is a reconciliation of consolidated Adjusted EBITDAX to income (loss) before income taxes:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions	2019			2018			2019			2018
Income (loss) before income taxes	$	(736	)	$	142		$	(474	)	$	442
Interest expense	249			237			502			465
DD&A	1,161			1,003			2,242			1,993
Exploration expense	90			94			139			262
(Gains) losses on divestitures, net	(6		)	(52		)	(1		)	(28		)
Impairments	—			128			—			147
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives	255			267			571			240
Reorganization-related charges	15			—			33			—
Merger transaction costs	1,042			—			1,042			—
Less net income (loss) attributable to noncontrolling interests	80			(12		)	191			41
Consolidated Adjusted EBITDAX	$	1,990		$	1,831		$	3,863		$	3,480

19. Segment Information (Continued)

Information presented below as “Other and Intersegment Eliminations” includes corporate costs, margin on sales of third-party commodity purchases, deficiency fee expenses, results from hard-minerals royalties, net cash from settlement of commodity derivatives, and net income (loss) attributable to noncontrolling interests. The following summarizes selected financial information for Anadarko’s reporting segments:

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Three Months Ended June 30, 2019
Sales revenues		$	2,852			$	492			$	12		$	3,356
Intersegment revenues		40				193				(233		)	—
Other		(4		)		70				14			80
Total revenues and other (1)		2,888				755				(207		)	3,436
Operating costs and expenses (2)		987				381				(4		)	1,364
Net cash from settlement of commodity derivatives		—				—				—			—
Other (income) expense, net (3)		—				(59		)		62			3
Net income (loss) attributable to noncontrolling interests		—				—				80			80
Total expenses and other		987				322				138			1,447
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				1			1
Adjusted EBITDAX		$	1,901			$	433			$	(344	)	$	1,990
Three Months Ended June 30, 2018
Sales revenues		$	2,772			$	358			$	38		$	3,168
Intersegment revenues		14				160				(174		)	—
Other		3				39				29			71
Total revenues and other (1)		2,789				557				(107		)	3,239
Operating costs and expenses (2)		900				246				101			1,247
Net cash from settlement of commodity derivatives		—				—				170			170
Other (income) expense, net (3)		—				—				4			4
Net income (loss) attributable to noncontrolling interests		—				—				(12		)	(12		)
Total expenses and other		900				246				263			1,409
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				1			1
Adjusted EBITDAX		$	1,889			$	311			$	(369	)	$	1,831

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

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

⁽³⁾  Other (income) expense, net excludes reorganization-related charges since these expenses are excluded from Adjusted EBITDAX.

19. Segment Information (Continued)

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Six Months Ended June 30, 2019
Sales revenues		$	5,458			$	992			$	32		$	6,482
Intersegment revenues		91				365				(456		)	—
Other		4				132				41			177
Total revenues and other (1)		5,553				1,489				(383		)	6,659
Operating costs and expenses (2)		1,979				723				(98		)	2,604
Net cash from settlement of commodity derivatives		—				—				(6		)	(6		)
Other (income) expense, net (3)		—				(95		)		100			5
Net income (loss) attributable to noncontrolling interests		—				—				191			191
Total expenses and other		1,979				628				187			2,794
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				(2		)	(2		)
Adjusted EBITDAX		$	3,574			$	861			$	(572	)	$	3,863
Six Months Ended June 30, 2018
Sales revenues		$	5,428			$	706			$	60		$	6,194
Intersegment revenues		24				313				(337		)	—
Other		(6		)		80				40			114
Total revenues and other (1)		5,446				1,099				(237		)	6,308
Operating costs and expenses (2)		1,770				476				318			2,564
Net cash from settlement of commodity derivatives		—				—				238			238
Other (income) expense, net		—				—				(8		)	(8		)
Net income (loss) attributable to noncontrolling interests		—				—				41			41
Total expenses and other		1,770				476				589			2,835
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				7			7
Adjusted EBITDAX		$	3,676			$	623			$	(819	)	$	3,480

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

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

⁽³⁾  Other (income) expense, net excludes reorganization-related charges since these expenses are excluded from Adjusted EBITDAX.

19. Segment Information (Continued)

The following summarizes selected financial information for Anadarko’s reporting segments:

millions	Exploration & Production			WES Midstream			Other and Intersegment Eliminations			Total
June 30, 2019
Net properties and equipment		$	18,306		$	8,794		$	1,991		$	29,091
Capital expenditures (1)		$	1,879		$	571		$	103		$	2,553
Goodwill		$	4,343		$	446		$	—		$	4,789
December 31, 2018
Net properties and equipment		$	18,276		$	8,410		$	1,929		$	28,615
Capital expenditures (1)		$	4,103		$	1,912		$	170		$	6,185
Goodwill		$	4,343		$	446		$	—		$	4,789

⁽¹⁾ 

WES Midstream includes $49 million at June 30, 2019, and $734 million at December 31, 2018, of capitalized costs incurred by Anadarko prior to the contribution and sale of midstream assets to WES.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Consolidation

The consolidated financial statements include the accounts of Anadarko and subsidiaries in which Anadarko holds, directly or indirectly, more than 50% of the voting rights and VIEs for which Anadarko is the primary beneficiary. The Company has determined that WES is a VIE. Anadarko is considered the primary beneficiary and consolidates WES. WES functions with a capital structure that is separate from Anadarko, consisting of its own debt instruments and publicly traded common units. All intercompany transactions have been eliminated. Undivided interests in oil and natural-gas exploration and production joint ventures are consolidated on a proportionate basis. Investments in noncontrolled entities that Anadarko has the ability to exercise significant influence over operating and financial policies and VIEs for which Anadarko is not the primary beneficiary are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost and subsequently adjusted for the Company’s proportionate share of earnings, losses, and distributions. Investments are included in other assets on the Company’s Consolidated Balance Sheets.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards  

ASU 2016-02, Leases (Topic 842) This ASU requires lessees to recognize a lease liability and an ROU asset on the balance sheet for all leases, including operating leases. This ASU modifies the definition of a lease and outlines the recognition, measurement, presentation, and disclosure of leasing arrangements by both lessees and lessors. The Company adopted Topic 842 on January 1, 2019, using the modified retrospective method applied to all leases that existed on January 1, 2019, and prior-period financial statements were not adjusted. Anadarko elected not to reassess contracts that commenced prior to adoption, to continue applying its current accounting policy for existing or expired land easements, and not to recognize ROU assets or lease liabilities for short-term leases. Upon adoption, the Company recognized approximately $600 million of ROU assets and lease liabilities related to leases existing at January 1, 2019. The difference between ROU assets and operating lease liabilities, net of the deferred tax impact, was recognized as a $55 million reduction in the opening balance of retained earnings as a cumulative effect adjustment. See Note 10—Leases for additional information.

Accounting Policy  

Leases Anadarko determines if an arrangement is a lease based on rights and obligations conveyed at inception of a contract. At the commencement date, a lease is classified as either operating or finance, and an ROU asset and lease liability is recognized based on the present value of future lease payments over the lease term. As the rate implicit in Anadarko’s leases generally is not readily determinable, the Company discounts lease liabilities using the Company’s incremental borrowing rate at the commencement date. Non-lease components associated with leases that begin in 2019 or later are accounted for as part of the lease component, and prepaid lease payments are included in the ROU asset. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that Anadarko will exercise that option. Leases of 12 months or less are not recognized on the Company’s Consolidated Balance Sheets.

Lease cost is recognized over the lease term, unless the end of the useful life of the underlying asset in a finance lease is before the end of the lease term. Lease cost is recognized on a straight-line basis unless another method better represents the pattern that benefit is expected to be derived from the right to use the underlying asset. For finance leases, interest expense is recognized over the lease term using the effective interest method. Variable lease payments are recognized when the obligation for those payments is incurred.

Generally, a contract in a joint arrangement is evaluated as a lease if Anadarko is the operator. Anadarko recognizes an ROU asset and lease liability for the full amount of each contract determined to be a lease, although a portion of lease payments generally is recovered from partners. Lease payments associated with the drilling of exploratory wells and development wells net of amounts billed to partners initially will be capitalized as a component of oil and gas properties and either depreciated, impaired, or written off as exploration expense in future periods.

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Revenue from Contracts with Customers (Tables)

6 Months Ended

Jun. 30, 2019

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table disaggregates revenue by significant product type and segment:

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Three Months Ended June 30, 2019
Oil sales		$	2,470			$	—			$	—			$	2,470
Natural-gas sales		205				—				—				205
Natural-gas liquids sales		216				—				—				216
Gathering, processing, and marketing sales (1)		1				685				(82		)		604
Other, net		12				—				21				33
Total Revenue from Customers		$	2,904			$	685			$	(61	)		$	3,528
Gathering, processing, and marketing sales (2)		—				—				(139		)		(139		)
Gains (losses) on divestitures, net		6				—				—				6
Other, net		(16		)		70				(7		)		47
Total Revenue from Other than Customers		$	(10	)		$	70			$	(146	)		$	(86	)
Total Revenue and Other		$	2,894			$	755			$	(207	)		$	3,442
Three Months Ended June 30, 2018
Oil sales		$	2,265			$	—			$	—			$	2,265
Natural-gas sales		203				—				—				203
Natural-gas liquids sales		318				—				—				318
Gathering, processing, and marketing sales (1)		—				519				84				603
Other, net		4				—				21				25
Total Revenue from Customers		$	2,790			$	519			$	105			$	3,414
Gathering, processing, and marketing sales (2)		—				(1		)		(220		)		(221		)
Gains (losses) on divestitures, net		52				1				(1		)		52
Other, net		(1		)		39				8				46
Total Revenue from Other than Customers		$	51			$	39			$	(213	)		$	(123	)
Total Revenue and Other		$	2,841			$	558			$	(108	)		$	3,291

⁽¹⁾  The amount in Other and Intersegment Eliminations primarily represents sales of third-party natural gas and NGLs of $176 million and intersegment eliminations of $(233) million for the three months ended June 30, 2019, and sales of third-party natural gas and NGLs of $261 million and intersegment eliminations of $(174) million for the three months ended June 30, 2018.

⁽²⁾  The amount in Other and Intersegment Eliminations represents purchases of third-party natural gas and NGLs. Although these purchases are reported net in gathering, processing, and marketing sales in the Company’s Consolidated Statements of Income, they are shown separately on this table as the purchases are not considered revenue from customers.

2. Revenue from Contracts with Customers (Continued)

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Six Months Ended June 30, 2019
Oil sales		$	4,566			$	—			$	—			$	4,566
Natural-gas sales		525				—				—				525
Natural-gas liquids sales		456				—				—				456
Gathering, processing, and marketing sales (1)		2				1,357				(107		)		1,252
Other, net		21				—				46				67
Total Revenue from Customers		$	5,570			$	1,357			$	(61	)		$	6,866
Gathering, processing, and marketing sales (2)		—				—				(317		)		(317		)
Gains (losses) on divestitures, net		6				—				(5		)		1
Other, net		(17		)		132				(5		)		110
Total Revenue from Other than Customers		$	(11	)		$	132			$	(327	)		$	(206	)
Total Revenue and Other		$	5,559			$	1,489			$	(388	)		$	6,660
Six Months Ended June 30, 2018
Oil sales		$	4,392			$	—			$	—			$	4,392
Natural-gas sales		450				—				—				450
Natural-gas liquids sales		610				—				—				610
Gathering, processing, and marketing sales (1)		—				1,021				130				1,151
Other, net		7				—				40				47
Total Revenue from Customers		$	5,459			$	1,021			$	170			$	6,650
Gathering, processing, and marketing sales (2)		—				(2		)		(407		)		(409		)
Gains (losses) on divestitures, net		19				1				8				28
Other, net		(13		)		80				—				67
Total Revenue from Other than Customers		$	6			$	79			$	(399	)		$	(314	)
Total Revenue and Other		$	5,465			$	1,100			$	(229	)		$	6,336

⁽¹⁾  The amount in Other and Intersegment Eliminations primarily represents sales of third-party natural gas and NGLs of $381 million and intersegment eliminations of $(456) million for the six months ended June 30, 2019, and sales of third-party natural gas and NGLs of $485 million and intersegment eliminations of $(337) million for the six months ended June 30, 2018.

⁽²⁾ 

The amount in Other and Intersegment Eliminations represents purchases of third-party natural gas and NGLs. Although these purchases are reported net in gathering, processing, and marketing sales in the Company’s Consolidated Statements of Income, they are shown separately on this table as the purchases are not considered revenue from customers.

Schedule of Contract with Customer Liabilities Activity

The following table summarizes the current period activity related to contract liabilities from contracts with customers:

millions
Balance at December 31, 2018	$	150
Increase due to cash received, excluding revenues recognized in the period (1)	20
Decrease due to revenue recognized (2)	(23		)
Balance at June 30, 2019	$	147
Contract liabilities at June 30, 2019
Other current liabilities	$	19
Other long-term liabilities - other	128
Total contract liabilities from contracts with customers	$	147

Schedule of Expected Revenue Recognition from Satisfaction of Performance Obligations

Therefore, the following table represents only a small portion of Anadarko’s expected future consolidated revenues as future revenue from the sale of most products and services is dependent on future production or variable customer volume and variable commodity prices for that volume.

millions	Exploration & Production			WES Midstream			Other and Intersegment Eliminations				Total
Remainder of 2019		$	52		$	380		$	(250	)		$	182
2020		103			873			(620		)		356
2021		103			912			(681		)		334
2022		7			963			(739		)		231
2023		7			918			(729		)		196
Thereafter		60			4,341			(3,830		)		571
Total		$	332		$	8,387		$	(6,849	)		$	1,870

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Commodity Inventories (Tables)

6 Months Ended

Jun. 30, 2019

Energy Related Inventory [Abstract]

Inventory Disclosure Table

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

millions	June 30, 2019			December 31, 2018
Oil		$	159		$	139
Natural gas		7			18
NGLs		58			78
Total commodity inventories		$	224		$	235

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Divestitures (Tables)

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of Proceeds Received and Gains (Losses) Recognized on Divestitures

The following summarizes the proceeds received and gains (losses) recognized on divestitures:

	Six Months Ended
	June 30,
millions	2019		2018
Proceeds received, net of closing adjustments	$	31	$	384
Gains (losses) on divestitures, net	1		28

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Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2019

Payables and Accruals [Abstract]

Schedule of Other Current Liabilities

The following summarizes the Company’s other current liabilities:

millions	June 30, 2019			December 31, 2018
Accrued income taxes		$	135		$	167
Interest payable		252			267
Production, property, and other taxes payable		334			309
Accrued employee benefits		229			319
Derivatives		175			89
Operating lease liabilities		249			—
Other		188			144
Total other current liabilities		$	1,562		$	1,295

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The Company had the following outstanding interest-rate swaps at June 30, 2019: 

millions except percentages			Mandatory	Weighted-Average
Notional Principal Amount		Reference Period	Termination Date	Interest Rate
$	550	September 2016 - 2046	September 2020	6.418	%
$	250	September 2016 - 2046	September 2022	6.809	%
$	100	September 2017 - 2047	September 2020	6.891	%
$	250	September 2017 - 2047	September 2021	6.570	%
$	450	September 2017 - 2047	September 2023	6.445	%

The following interest-rate swaps were outstanding at June 30, 2019:

millions except percentages			Mandatory	Weighted-Average
Notional Principal Amount		Reference Period	Termination Date	Interest Rate
$	375	December 2019 - 2024	December 2019	2.662	%
$	375	December 2019 - 2029	December 2019	2.802	%
$	375	December 2019 - 2049	December 2019	2.885	%

The following is a summary of the Company’s oil derivative instruments at June 30, 2019:

	2019 Settlement
Oil
Three-Way Collars (MBbls/d)	87
Average price per barrel
Ceiling sold price (call)	$	72.98
Floor purchased price (put)	$	56.72
Floor sold price (put)	$	46.72

Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location

The following summarizes gains and losses related to derivative instruments:

	Three Months Ended							Six Months Ended
millions	June 30,							June 30,
Classification of (Gain) Loss Recognized		2019			2018				2019		2018
Commodity derivatives - Anadarko
Gathering, processing, and marketing sales		$	—		$	1			$	2	$	2
(Gains) losses on derivatives, net		(5		)	468				144		630
Interest-rate derivatives - Anadarko (1)
(Gains) losses on derivatives, net		200			(32		)		328		(159		)
Interest-rate derivatives - WES
(Gains) losses on derivatives, net		59			—				95		—
Total (gains) losses on derivatives, net		$	254		$	437			$	569	$	473

⁽¹⁾ 

Excludes amounts related to WES interest-rate swap agreements.

The following summarizes the fair value of the Company’s derivative instruments:

	Gross Derivative Assets						Gross Derivative Liabilities
millions	June 30,			December 31,			June 30,				December 31,
Balance Sheet Classification		2019			2018			2019				2018
Commodity derivatives - Anadarko
Other current assets		$	37		$	300		$	(14	)		$	(126	)
Other current liabilities		—			1			(1		)		(6		)
		37			301			(15		)		(132		)
Interest-rate derivatives - Anadarko (1)
Other current assets		15			22			—				—
Other assets		16			34			—				—
Other current liabilities		—			—			(86		)		(82		)
Other liabilities		—			—			(1,426		)		(1,156		)
		31			56			(1,512		)		(1,238		)
Interest-rate derivatives - WES
Other current liabilities		—			—			(103		)		(8		)
Total derivatives		$	68		$	357		$	(1,630	)		$	(1,378	)

⁽¹⁾ 

Excludes amounts related to WES interest-rate swap agreements.

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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

millions	Level 1			Level 2			Level 3		Netting (1)			Collateral			Total
June 30, 2019
Assets
Anadarko (2)
Commodity derivatives	$	—		$	37		$	—	$	(14	)		$	—	$	23
Interest-rate derivatives	—			31			—		—				—		31
Total derivative assets	$	—		$	68		$	—	$	(14	)		$	—	$	54
Liabilities
Anadarko (2)
Commodity derivatives	$	—		$	(15	)	$	—	$	14			$	—	$	(1	)
Interest-rate derivatives	—			(1,512		)	—		—				264		(1,248		)
WES
Interest-rate derivatives	—			(103		)	—		—				—		(103		)
Total derivative liabilities	$	—		$	(1,630	)	$	—	$	14			$	264	$	(1,352	)
December 31, 2018
Assets
Anadarko (2)
Commodity derivatives	$	1		$	300		$	—	$	(127	)		$	—	$	174
Interest-rate derivatives	—			56			—		—				—		56
Total derivative assets	$	1		$	356		$	—	$	(127	)		$	—	$	230
Liabilities
Anadarko (2)
Commodity derivatives	$	(2	)	$	(130	)	$	—	$	127			$	2	$	(3	)
Interest-rate derivatives	—			(1,238		)	—		—				66		(1,172		)
WES
Interest-rate derivatives	—			(8		)	—		—				—		(8		)
Total derivative liabilities	$	(2	)	$	(1,376	)	$	—	$	127			$	68	$	(1,183	)

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

⁽²⁾ 

Excludes amounts related to WES interest-rate swap agreements.

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Debt (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Schedule of Debt Outstanding

The following summarizes the Company’s borrowing activity, after eliminating the effect of intercompany transactions, during the six months ended June 30, 2019:

		Carrying Value
millions	Anadarko (1)				WES				Anadarko Consolidated				Description
Balance at December 31, 2018		$	11,354			$	4,815			$	16,169
Borrowings
		—				2,000				2,000			WES Term Loan Facility
		—				700				700			WES RCF
Repayments
		(600		)		—				(600		)	8.700 % Senior Notes due 2019
		(300		)		—				(300		)	6.950 % Senior Notes due 2019
		—				(28		)		(28		)	WGP RCF
Other, net		25				2				27			Amortization of discounts, premiums, and debt issuance costs
Balance at June 30, 2019		$	10,479			$	7,489			$	17,968

⁽¹⁾  Excludes WES.

Debt  The following summarizes the Company’s outstanding debt, including finance lease liabilities, after eliminating the effect of intercompany transactions:

millions	Anadarko (1)				WES				Anadarko Consolidated
June 30, 2019
Total borrowings at face value		$	11,893			$	7,540			$	19,433
Net unamortized discounts, premiums, and debt issuance costs (2)		(1,414		)		(51		)		(1,465		)
Total borrowings (3)		10,479				7,489				17,968
Finance lease liabilities		261				—				261
Less short-term debt		31				—				31
Total long-term debt		$	10,709			$	7,489			$	18,198
December 31, 2018
Total borrowings at face value		$	12,793			$	4,868			$	17,661
Net unamortized discounts, premiums, and debt issuance costs (2)		(1,439		)		(53		)		(1,492		)
Total borrowings (3)		11,354				4,815				16,169
Finance lease liabilities		248				—				248
Less short-term debt		919				28				947
Total long-term debt		$	10,683			$	4,787			$	15,470

⁽¹⁾  Excludes WES.

⁽²⁾  Unamortized discounts, premiums, and debt issuance costs are amortized over the term of the related debt. Debt issuance costs related to RCFs are included in other current assets and other assets on the Company’s Consolidated Balance Sheets.

⁽³⁾ 

The Company’s outstanding borrowings, except for borrowings under the WGP RCF, are senior unsecured.

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Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Summary of Leases

The following table summarizes information related to the Company’s leases at June 30, 2019:

millions except lease term and discount rate	Operating Leases				Finance Leases
Assets
Other assets		$	539			$	—
Net properties and equipment		—				193
Total lease assets (1)		$	539			$	193
Liabilities
Current liabilities
Other current liabilities		$	249			$	—
Short-term debt - Anadarko		—				31
Long-term liabilities
Other		308				—
Long-term debt - Anadarko		—				230
Total lease liabilities (1)		$	557			$	261
Weighted-average remaining lease term (years)		5				16
Weighted-average discount rate (2)		4.3		%		15.1		%

⁽¹⁾  Includes additions to ROU assets and lease liabilities of $126 million related to operating leases and $22 million related to finance leases for the six months ended June 30, 2019.

⁽²⁾ 

The FPSO finance lease commenced prior to the adoption of ASU 2016-02, Leases (Topic 842). In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying asset.

Summary of Lease Cost

The following table summarizes the Company’s lease cost before amounts recovered from partners:

	Three Months Ended			Six Months Ended
millions	June 30, 2019			June 30, 2019
Operating lease cost		$	70		$	148
Short-term lease cost		42			61
Variable lease cost		37			76
Finance lease cost
Amortization of ROU assets		10			20
Interest on lease liabilities		9			18
Total lease cost		$	168		$	323

The following table summarizes cash paid for amounts included in the measurement of lease liabilities:

	Six Months Ended
	June 30, 2019
millions	Operating Leases			Finance Leases
Operating cash flows		$	133		$	18
Investing cash flows		37			—
Financing cash flows		—			9

Operating Leases Maturity

The following table reconciles the undiscounted cash flows to the operating and finance lease liabilities recorded on the Company’s Consolidated Balance Sheet at June 30, 2019:

millions	Operating Leases (1)			Finance Leases
Remainder of 2019		$	134		$	35
2020		191			62
2021		70			52
2022		49			48
2023		35			44
Thereafter		155			322
Total lease payments		$	634		$	563
Less portion representing imputed interest		77			302
Total lease liabilities		$	557		$	261

⁽¹⁾ 

For leases commencing prior to 2019, lease payments exclude payments to lessors for drilling rig services and real estate services, taxes, and common area maintenance.

Finance Leases Maturity

The following table reconciles the undiscounted cash flows to the operating and finance lease liabilities recorded on the Company’s Consolidated Balance Sheet at June 30, 2019:

millions	Operating Leases (1)			Finance Leases
Remainder of 2019		$	134		$	35
2020		191			62
2021		70			52
2022		49			48
2023		35			44
Thereafter		155			322
Total lease payments		$	634		$	563
Less portion representing imputed interest		77			302
Total lease liabilities		$	557		$	261

⁽¹⁾ 

For leases commencing prior to 2019, lease payments exclude payments to lessors for drilling rig services and real estate services, taxes, and common area maintenance.

Future Minimum Lease Payments, Operating Leases

The following table summarizes future minimum lease payments related to the Company’s operating and finance leases as of December 31, 2018:

millions	Operating Leases			Finance Leases
2019		$	264		$	58
2020		139			50
2021		57			48
2022		35			45
2023		24			43
Thereafter		135			323
Total lease payments		$	654		$	567
Less portion representing imputed interest		*			319
Total lease liabilities		*			$	248

* Prior to the adoption of ASU 2016-02, Leases (Topic 842) on January 1, 2019, operating lease liabilities were not recognized on the Company’s Consolidated Balance Sheets. Refer to Note 1—Summary of Significant Accounting Policies for additional information.

Future Minimum Lease Payments, Finance Leases

The following table summarizes future minimum lease payments related to the Company’s operating and finance leases as of December 31, 2018:

millions	Operating Leases			Finance Leases
2019		$	264		$	58
2020		139			50
2021		57			48
2022		35			45
2023		24			43
Thereafter		135			323
Total lease payments		$	654		$	567
Less portion representing imputed interest		*			319
Total lease liabilities		*			$	248

*

Prior to the adoption of ASU 2016-02, Leases (Topic 842) on January 1, 2019, operating lease liabilities were not recognized on the Company’s Consolidated Balance Sheets. Refer to Note 1—Summary of Significant Accounting Policies for additional information.

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Schedule of Income Taxes and Effective Tax Rate

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

	Three Months Ended							Six Months Ended
	June 30,							June 30,
millions except percentages		2019			2018				2019			2018
Current income tax expense (benefit)		$	269		$	147			$	437		$	237
Deferred income tax expense (benefit)		(60		)	(22		)		(62		)	14
Total income tax expense (benefit)		$	209		$	125			$	375		$	251
Income (loss) before income taxes		(736		)	142				(474		)	442
Effective tax rate		(28		)%	88		%		(79		)%	57		%

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Commitments (Tables)

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Summary of Gross Aggregate Future Payments Under Long-Term Contractual Commitments

The following summarizes the gross aggregate future payments under these contracts at June 30, 2019:

millions
2019	$	1,028
2020	1,627
2021	1,419
2022	1,306
2023	714
Thereafter	1,467
Total (1)(2)	$	7,561

⁽¹⁾   Excludes purchase commitments for jointly owned fields and facilities for which the Company is not the operator.

⁽²⁾   Includes gross commitments related to the Mozambique development activities of $2.0 billion ($507 million net to Anadarko).

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Pension Plans and Other Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2019

Retirement Benefits [Abstract]

Components of Net Periodic Benefit Cost Table

The following summarizes the Company’s pension and other postretirement benefit cost:

	Pension Benefits							Other Benefits
millions		2019			2018				2019			2018
Three Months Ended June 30
Service cost		$	22		$	22			$	—		$	1
Interest cost		20			19				3			2
Expected (return) loss on plan assets		(20		)	(20		)		—			—
Amortization of net actuarial loss (gain)		3			6				—			—
Amortization of net prior service cost (credit)		—			—				—			(6		)
Settlement expense		13			—				—			—
Termination benefits expense		2			—				—			—
Net periodic benefit cost (1)		$	40		$	27			$	3		$	(3	)
Six Months Ended June 30
Service cost		$	44		$	45			$	—		$	1
Interest cost		40			38				6			5
Expected (return) loss on plan assets		(41		)	(41		)		—			—
Amortization of net actuarial loss (gain)		7			13				—			—
Amortization of net prior service cost (credit)		—			—				(1		)	(12		)
Settlement expense		17			—				—			—
Termination benefits expense		2			—				—			—
Net periodic benefit cost (1)		$	69		$	55			$	5		$	(6	)

⁽¹⁾ 

The service cost component of net periodic benefit cost is included in G&A; oil and gas operating expense; gathering, processing, and marketing expense; and exploration expense, and all other components of net periodic benefit cost are included in other (income) expense on the Company’s Consolidated Statements of Income.

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

Earnings Per Share Table

The following provides a reconciliation between basic and diluted EPS attributable to common stockholders:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions except per-share amounts	2019			2018			2019			2018
Net income (loss)
Net income (loss) attributable to common stockholders	$	(1,025	)	$	29		$	(1,040	)	$	150
Income (loss) effect of TEUs	—			(1		)	—			(4		)
Less distributions on participating securities	1			1			3			2
Basic	$	(1,026	)	$	27		$	(1,043	)	$	144
Income (loss) effect of TEUs	—			—			—			(1		)
Diluted	$	(1,026	)	$	27		$	(1,043	)	$	143
Shares
Average number of common shares outstanding—basic	491			504			491			511
Dilutive effect of stock options	—			1			—			1
Average number of common shares outstanding—diluted	491			505			491			512
Excluded due to anti-dilutive effect	12			9			12			9
Net income (loss) per common share
Basic	$	(2.09	)	$	0.05		$	(2.13	)	$	0.28
Diluted	$	(2.09	)	$	0.05		$	(2.13	)	$	0.28
Dividends per common share	$	0.30		$	0.25		$	0.60		$	0.50

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Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2019

Variable Interest Entities [Abstract]

Schedule of Financial Data of VIE

The following table presents WES distributions:

	Six Months Ended
	June 30,
millions	2019		2018
WES distributions to Anadarko (1)	$	264	$	203
WES distributions to third parties	255		238

⁽¹⁾ 

WES distributions to Anadarko are eliminated upon consolidation.

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2019

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Table

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

	Six Months Ended
	June 30,
millions	2019		2018
Cash paid (received)
Interest, net of amounts capitalized	$	536	$	471
Income taxes, net of refunds	29		53
Non-cash investing activities
Fair value of properties and equipment acquired	$	1	$	7
Asset retirement cost additions	117		162
Accruals of property, plant, and equipment	748		1,036
Net liabilities assumed (divested) in acquisitions and divestitures	—		(97		)
Non-cash investing and financing activities
Finance leases	$	22	$	—
Non-cash financing activities
Settlement of tangible equity units	$	—	$	300

Schedule of Cash and Cash Equivalents Balance Sheet Locations

The following table provides a reconciliation of Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents as reported in the Consolidated Statement of Cash Flows to the line items within the Consolidated Balance Sheets:

millions	June 30, 2019			December 31, 2018
Cash and cash equivalents		$	1,394		$	1,295
Restricted cash and restricted cash equivalents included in Other Assets		137			134
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents		$	1,531		$	1,429

Schedule of Restricted Cash and Cash Equivalents Balance Sheet Locations

The following table provides a reconciliation of Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents as reported in the Consolidated Statement of Cash Flows to the line items within the Consolidated Balance Sheets:

millions	June 30, 2019			December 31, 2018
Cash and cash equivalents		$	1,394		$	1,295
Restricted cash and restricted cash equivalents included in Other Assets		137			134
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents		$	1,531		$	1,429

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Segment Information Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Reconciliation of Consolidated Adjusted EBITDAX to Income (Loss) Before Income Taxes

Below is a reconciliation of consolidated Adjusted EBITDAX to income (loss) before income taxes:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
millions	2019			2018			2019			2018
Income (loss) before income taxes	$	(736	)	$	142		$	(474	)	$	442
Interest expense	249			237			502			465
DD&A	1,161			1,003			2,242			1,993
Exploration expense	90			94			139			262
(Gains) losses on divestitures, net	(6		)	(52		)	(1		)	(28		)
Impairments	—			128			—			147
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives	255			267			571			240
Reorganization-related charges	15			—			33			—
Merger transaction costs	1,042			—			1,042			—
Less net income (loss) attributable to noncontrolling interests	80			(12		)	191			41
Consolidated Adjusted EBITDAX	$	1,990		$	1,831		$	3,863		$	3,480

Schedule of Segment Reporting Information, by Segment

The following summarizes selected financial information for Anadarko’s reporting segments:

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Three Months Ended June 30, 2019
Sales revenues		$	2,852			$	492			$	12		$	3,356
Intersegment revenues		40				193				(233		)	—
Other		(4		)		70				14			80
Total revenues and other (1)		2,888				755				(207		)	3,436
Operating costs and expenses (2)		987				381				(4		)	1,364
Net cash from settlement of commodity derivatives		—				—				—			—
Other (income) expense, net (3)		—				(59		)		62			3
Net income (loss) attributable to noncontrolling interests		—				—				80			80
Total expenses and other		987				322				138			1,447
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				1			1
Adjusted EBITDAX		$	1,901			$	433			$	(344	)	$	1,990
Three Months Ended June 30, 2018
Sales revenues		$	2,772			$	358			$	38		$	3,168
Intersegment revenues		14				160				(174		)	—
Other		3				39				29			71
Total revenues and other (1)		2,789				557				(107		)	3,239
Operating costs and expenses (2)		900				246				101			1,247
Net cash from settlement of commodity derivatives		—				—				170			170
Other (income) expense, net (3)		—				—				4			4
Net income (loss) attributable to noncontrolling interests		—				—				(12		)	(12		)
Total expenses and other		900				246				263			1,409
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				1			1
Adjusted EBITDAX		$	1,889			$	311			$	(369	)	$	1,831

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

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

⁽³⁾  Other (income) expense, net excludes reorganization-related charges since these expenses are excluded from Adjusted EBITDAX.

19. Segment Information (Continued)

millions	Exploration & Production				WES Midstream				Other and Intersegment Eliminations				Total
Six Months Ended June 30, 2019
Sales revenues		$	5,458			$	992			$	32		$	6,482
Intersegment revenues		91				365				(456		)	—
Other		4				132				41			177
Total revenues and other (1)		5,553				1,489				(383		)	6,659
Operating costs and expenses (2)		1,979				723				(98		)	2,604
Net cash from settlement of commodity derivatives		—				—				(6		)	(6		)
Other (income) expense, net (3)		—				(95		)		100			5
Net income (loss) attributable to noncontrolling interests		—				—				191			191
Total expenses and other		1,979				628				187			2,794
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				(2		)	(2		)
Adjusted EBITDAX		$	3,574			$	861			$	(572	)	$	3,863
Six Months Ended June 30, 2018
Sales revenues		$	5,428			$	706			$	60		$	6,194
Intersegment revenues		24				313				(337		)	—
Other		(6		)		80				40			114
Total revenues and other (1)		5,446				1,099				(237		)	6,308
Operating costs and expenses (2)		1,770				476				318			2,564
Net cash from settlement of commodity derivatives		—				—				238			238
Other (income) expense, net		—				—				(8		)	(8		)
Net income (loss) attributable to noncontrolling interests		—				—				41			41
Total expenses and other		1,770				476				589			2,835
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement		—				—				7			7
Adjusted EBITDAX		$	3,676			$	623			$	(819	)	$	3,480

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

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

⁽³⁾  Other (income) expense, net excludes reorganization-related charges since these expenses are excluded from Adjusted EBITDAX.

19. Segment Information (Continued)

The following summarizes selected financial information for Anadarko’s reporting segments:

millions	Exploration & Production			WES Midstream			Other and Intersegment Eliminations			Total
June 30, 2019
Net properties and equipment		$	18,306		$	8,794		$	1,991		$	29,091
Capital expenditures (1)		$	1,879		$	571		$	103		$	2,553
Goodwill		$	4,343		$	446		$	—		$	4,789
December 31, 2018
Net properties and equipment		$	18,276		$	8,410		$	1,929		$	28,615
Capital expenditures (1)		$	4,103		$	1,912		$	170		$	6,185
Goodwill		$	4,343		$	446		$	—		$	4,789

⁽¹⁾ 

WES Midstream includes $49 million at June 30, 2019, and $734 million at December 31, 2018, of capitalized costs incurred by Anadarko prior to the contribution and sale of midstream assets to WES.

XML

Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Millions			3 Months Ended		6 Months Ended
	May 09, 2019 $ / shares shares	Feb. 28, 2019 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) Segment	Jun. 30, 2018 USD ($)	Apr. 11, 2019 USD ($)	Jan. 01, 2019 USD ($)		Jan. 01, 2018 USD ($)	[2]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Merger transaction costs			$ 1,042	$ 0	$ 1,042	$ 0
Sale of assets, consideration		$ 4,000
Cash proceeds from sale of assets		2,000
Number of reporting segments | Segment					2
Cumulative effect of accounting change								$ (55)	[1]	$ (47)
ASU 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
ROU Assets								600
Lease liabilities								600
Cumulative effect of accounting change								$ 55
WES Operating [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common units received from sale of assets		$ 2,000
WES Operating [Member] | Limited Partner [Member] | WES [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership interest in subsidiary		98.00%
WES Operating [Member] | Limited Partner [Member] | Anadarko Limited Partner Interest In WES [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership interest in subsidiary		2.00%	2.00%		2.00%
WES [Member] | Limited Partner [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership interest in subsidiary		55.50%
WES [Member] | Limited Partner [Member] | Anadarko Limited Partner Interest In WES [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership interest in subsidiary			55.50%		55.50%
Anadarko, Chevron offer [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Merger, termination fee							$ 1,000
Anadarko [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Business Acquisition, Transaction Costs			$ 42		$ 42
Anadarko [Member] | Occidental [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Merger, cash received per share (in usd per share) | $ / shares	$ 59.00
Merger, shares received (in shares) | shares	0.2934

[1] Beginning January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for further information.

[2] Beginning January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. See Note 1—Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

XML

Revenue from Contracts with Customers - Disaggregation of Revenue (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Disaggregation of Revenue [Line Items]
Revenues from Customers	$ 3,528	$ 3,414	$ 6,866	$ 6,650
Revenue from Other than Customers	(86)	(123)	(206)	(314)
Total	3,442	3,291	6,660	6,336
Oil sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	2,470	2,265	4,566	4,392
Natural-gas sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	205	203	525	450
Natural-gas liquids sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	216	318	456	610
Gathering, processing, and marketing sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	604	603	1,252	1,151
Revenue from Other than Customers	(139)	(221)	(317)	(409)
Gains (losses) on divestitures, net [Member]
Disaggregation of Revenue [Line Items]
Revenue from Other than Customers	6	52	1	28
Other, net [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	33	25	67	47
Revenue from Other than Customers	47	46	110	67
Operating Segments [Member] | Exploration & Production [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	2,904	2,790	5,570	5,459
Revenue from Other than Customers	(10)	51	(11)	6
Total	2,894	2,841	5,559	5,465
Operating Segments [Member] | Exploration & Production [Member] | Oil sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	2,470	2,265	4,566	4,392
Operating Segments [Member] | Exploration & Production [Member] | Natural-gas sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	205	203	525	450
Operating Segments [Member] | Exploration & Production [Member] | Natural-gas liquids sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	216	318	456	610
Operating Segments [Member] | Exploration & Production [Member] | Gathering, processing, and marketing sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	1	0	2	0
Revenue from Other than Customers	0	0	0	0
Operating Segments [Member] | Exploration & Production [Member] | Gains (losses) on divestitures, net [Member]
Disaggregation of Revenue [Line Items]
Revenue from Other than Customers	6	52	6	19
Operating Segments [Member] | Exploration & Production [Member] | Other, net [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	12	4	21	7
Revenue from Other than Customers	(16)	(1)	(17)	(13)
Operating Segments [Member] | WES Midstream [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	685	519	1,357	1,021
Revenue from Other than Customers	70	39	132	79
Total	755	558	1,489	1,100
Operating Segments [Member] | WES Midstream [Member] | Oil sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	0	0	0	0
Operating Segments [Member] | WES Midstream [Member] | Natural-gas sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	0	0	0	0
Operating Segments [Member] | WES Midstream [Member] | Natural-gas liquids sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	0	0	0	0
Operating Segments [Member] | WES Midstream [Member] | Gathering, processing, and marketing sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	685	519	1,357	1,021
Revenue from Other than Customers	0	(1)	0	(2)
Operating Segments [Member] | WES Midstream [Member] | Gains (losses) on divestitures, net [Member]
Disaggregation of Revenue [Line Items]
Revenue from Other than Customers	0	1	0	1
Operating Segments [Member] | WES Midstream [Member] | Other, net [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	0	0	0	0
Revenue from Other than Customers	70	39	132	80
Other and Intersegment Eliminations [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	(61)	105	(61)	170
Revenue from Other than Customers	(146)	(213)	(327)	(399)
Total	(207)	(108)	(388)	(229)
Other and Intersegment Eliminations [Member] | Oil sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	0	0	0	0
Other and Intersegment Eliminations [Member] | Natural-gas sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	0	0	0	0
Other and Intersegment Eliminations [Member] | Natural-gas liquids sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	0	0	0	0
Other and Intersegment Eliminations [Member] | Gathering, processing, and marketing sales [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	(82)	84	(107)	130
Revenue from Other than Customers	(139)	(220)	(317)	(407)
Third-party marketing revenue	176	261	381	485
Intercompany eliminations	(233)	(174)	(456)	(337)
Other and Intersegment Eliminations [Member] | Gains (losses) on divestitures, net [Member]
Disaggregation of Revenue [Line Items]
Revenue from Other than Customers	0	(1)	(5)	8
Other and Intersegment Eliminations [Member] | Other, net [Member]
Disaggregation of Revenue [Line Items]
Revenues from Customers	21	21	46	40
Revenue from Other than Customers	$ (7)	$ 8	$ (5)	$ 0

XML

Revenue from Contracts with Customers - Contract Liabilities (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2019
Change in Contract with Customer, Liability [Roll Forward]
Balance at December 31, 2018			$ 150
Increase due to cash received, excluding revenues recognized in the period	$ 26		20
Decrease due to revenue recognized		$ (7)	(23)
Balance at June 30, 2019	147		147
Contract liabilities at June 30, 2019
Other current liabilities				$ 19
Other long-term liabilities - other				128
Total contract liabilities from contracts with customers	$ 147		$ 150	$ 147

XML

Revenue from Contracts with Customers - Revenue Recognition Expected (Detail) $ in Millions	Jun. 30, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 182
Performance obligation expected to be satisfied, expected timing	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 356
Performance obligation expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 334
Performance obligation expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 231
Performance obligation expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 196
Performance obligation expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 571
Performance obligation expected to be satisfied, expected timing
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 1,870
Operating Segments [Member] | Exploration & Production [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 52
Performance obligation expected to be satisfied, expected timing	6 months
Operating Segments [Member] | Exploration & Production [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 103
Performance obligation expected to be satisfied, expected timing	1 year
Operating Segments [Member] | Exploration & Production [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 103
Performance obligation expected to be satisfied, expected timing	1 year
Operating Segments [Member] | Exploration & Production [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 7
Performance obligation expected to be satisfied, expected timing	1 year
Operating Segments [Member] | Exploration & Production [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 7
Performance obligation expected to be satisfied, expected timing	1 year
Operating Segments [Member] | Exploration & Production [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 60
Performance obligation expected to be satisfied, expected timing
Operating Segments [Member] | Exploration & Production [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 332
Operating Segments [Member] | WES Midstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 380
Performance obligation expected to be satisfied, expected timing	6 months
Operating Segments [Member] | WES Midstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 873
Performance obligation expected to be satisfied, expected timing	1 year
Operating Segments [Member] | WES Midstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 912
Performance obligation expected to be satisfied, expected timing	1 year
Operating Segments [Member] | WES Midstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 963
Performance obligation expected to be satisfied, expected timing	1 year
Operating Segments [Member] | WES Midstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 918
Performance obligation expected to be satisfied, expected timing	1 year
Operating Segments [Member] | WES Midstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 4,341
Performance obligation expected to be satisfied, expected timing
Operating Segments [Member] | WES Midstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ 8,387
Other and Intersegment Eliminations [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ (250)
Performance obligation expected to be satisfied, expected timing	6 months
Other and Intersegment Eliminations [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ (620)
Performance obligation expected to be satisfied, expected timing	1 year
Other and Intersegment Eliminations [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ (681)
Performance obligation expected to be satisfied, expected timing	1 year
Other and Intersegment Eliminations [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ (739)
Performance obligation expected to be satisfied, expected timing	1 year
Other and Intersegment Eliminations [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ (729)
Performance obligation expected to be satisfied, expected timing	1 year
Other and Intersegment Eliminations [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ (3,830)
Performance obligation expected to be satisfied, expected timing
Other and Intersegment Eliminations [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation expected to be satisfied	$ (6,849)

XML

Commodity Inventories - Summary of the Major Classes of Commodity Inventories (Detail) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Energy Related Inventory [Abstract]
Oil	$ 159	$ 139
Natural gas	7	18
NGLs	58	78
Total commodity inventories	$ 224	$ 235

XML

Divestitures - Summary of Proceeds Received and Gains (Losses) Recognized on Divestitures (Detail) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Proceeds received, net of closing adjustments	$ 31	$ 384
Gains (losses) on divestitures, net	$ 1	$ 28

XML

Divestitures - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Dec. 31, 2017	Jun. 30, 2019	Jun. 30, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net proceeds		$ 31	$ 384
Net losses		$ (1)	(28)
Certain Onshore Domestic Assets Alaska [Member] | Exploration & Production [Member] | Asset Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net proceeds			383
Net losses	$ 154		37
Certain Nonoperated Gulf Of Mexico Assets Ram Powell [Member] | Exploration & Production [Member] | Asset Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net losses			$ (67)

XML

Impairments - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Property, Plant, and Equipment [Line Items]
Impairments	$ 0	$ 128	$ 0	$ 147
Impairment of unproved properties			41	149
Unproved Gulf of Mexico Properties [Member]
Property, Plant, and Equipment [Line Items]
Impairment of unproved properties			$ 35	$ 94
WES Midstream [Member]
Property, Plant, and Equipment [Line Items]
Impairments		$ 128

XML

Suspended Exploratory Well Costs - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Capitalized Exploratory Well Costs [Abstract]
Suspended exploratory well costs	$ 413,000,000	$ 444,000,000
Suspended exploratory well costs previously capitalized for a period greater than one year since the completion of drilling at December 31, 2016, charged to exploration expense	$ 0

XML

Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Outstanding checks in excess of bank account balances	$ 206	$ 180
Other Current Liabilities
Accrued income taxes	135	167
Interest payable	252	267
Production, property, and other taxes payable	334	309
Accrued employee benefits	229	319
Derivatives	175	89
Operating lease liabilities	249	0
Other	188	144
Total other current liabilities	$ 1,562	$ 1,295

XML

Derivative Instruments - Oil and Natural-Gas Production/Processing Derivative Activities Table (Detail) - Not Designated as Hedging Instrument [Member] - Three Way Collars Oil 2019 [Member] MBbls / d in Thousands	6 Months Ended
	Jun. 30, 2019 MBbls / d $ / bbl
Derivative [Line Items]
Oil or NGL derivative nonmonetary notional amount per day | MBbls / d	87
Call Option [Member] | Short [Member]
Average price per barrel
Average ceiling price (in usd per barrel)	72.98
Put Option [Member] | Short [Member]
Average price per barrel
Average floor price (in usd per barrel)	46.72
Put Option [Member] | Long [Member]
Average price per barrel
Average floor price (in usd per barrel)	56.72

XML

Derivative Instruments - Additional Information (Detail) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019	Dec. 31, 2018
Derivative [Line Items]
Amount of collateral posted related to derivative instruments with credit-risk-related contingent features	$ 264			$ 66
Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Aggregate fair value of derivative instruments with credit-risk-related contingent features for which a net liability position existed (net of collateral)	1,400			1,100
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Cash payment for interest-rate swap agreements	30	$ 48
Interest Rate Swaps 1 Through 5 [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 1,600
Interest Rate Swaps 6 Through 8 [Member] | Not Designated as Hedging Instrument [Member] | WES [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap			$ 375	$ 750

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Derivative Instruments - Interest-Rate Derivatives Table (Detail) - Not Designated as Hedging Instrument [Member] $ in Millions	6 Months Ended
	Jun. 30, 2019 USD ($)
Interest-Rate Swap 1 [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 550
Reference Period Start Date	Sep. 15, 2016
Reference Period End Date	Sep. 15, 2046
Derivative, Maturity Date	Sep. 01, 2020
Weighted-average interest rate for interest-rate swap	6.418%
Interest-Rate Swap 2 [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 250
Reference Period Start Date	Sep. 15, 2016
Reference Period End Date	Sep. 15, 2046
Derivative, Maturity Date	Sep. 01, 2022
Weighted-average interest rate for interest-rate swap	6.809%
Interest-Rate Swap 3 [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 100
Reference Period Start Date	Sep. 15, 2017
Reference Period End Date	Sep. 15, 2047
Derivative, Maturity Date	Sep. 01, 2020
Weighted-average interest rate for interest-rate swap	6.891%
Interest-Rate Swap 4 [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 250
Reference Period Start Date	Sep. 15, 2017
Reference Period End Date	Sep. 15, 2047
Derivative, Maturity Date	Sep. 01, 2021
Weighted-average interest rate for interest-rate swap	6.57%
Interest-Rate Swap 5 [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 450
Reference Period Start Date	Sep. 15, 2017
Reference Period End Date	Sep. 15, 2047
Derivative, Maturity Date	Sep. 01, 2023
Weighted-average interest rate for interest-rate swap	6.445%
WES [Member] | Interest-Rate Swap 6 [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 375
Reference Period Start Date	Dec. 31, 2019
Reference Period End Date	Dec. 31, 2024
Derivative, Maturity Date	Dec. 31, 2019
Weighted-average interest rate for interest-rate swap	2.662%
WES [Member] | Interest Rate Swap 7 [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 375
Reference Period Start Date	Dec. 31, 2019
Reference Period End Date	Dec. 31, 2029
Derivative, Maturity Date	Dec. 31, 2019
Weighted-average interest rate for interest-rate swap	2.802%
WES [Member] | Interest Rate Swap 8 [Member]
Derivative [Line Items]
Notional principal amount of interest-rate swap	$ 375
Reference Period Start Date	Dec. 31, 2019
Reference Period End Date	Dec. 31, 2049
Derivative, Maturity Date	Dec. 31, 2019
Weighted-average interest rate for interest-rate swap	2.885%

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Derivative Instruments - Effect of Derivative Instruments - Balance Sheet Table (Detail) - Not Designated as Hedging Instrument [Member] - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Derivatives Fair Value [Line Items]
Gross derivative assets	$ 68	$ 357
Gross derivative liabilities	(1,630)	(1,378)
Commodity derivatives [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	37	301
Gross derivative liabilities	(15)	(132)
Commodity derivatives [Member] | Other current assets [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	37	300
Gross derivative liabilities	(14)	(126)
Commodity derivatives [Member] | Other current liabilities [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	0	1
Gross derivative liabilities	(1)	(6)
Interest-rate derivatives [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	31	56
Gross derivative liabilities	(1,512)	(1,238)
Interest-rate derivatives [Member] | Other current assets [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	15	22
Gross derivative liabilities	0	0
Interest-rate derivatives [Member] | Other assets [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	16	34
Gross derivative liabilities	0	0
Interest-rate derivatives [Member] | Other current liabilities [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	0	0
Gross derivative liabilities	(86)	(82)
Interest-rate derivatives [Member] | Other liabilities [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	0	0
Gross derivative liabilities	(1,426)	(1,156)
WES [Member] | Interest-rate derivatives [Member] | Other current liabilities [Member]
Derivatives Fair Value [Line Items]
Gross derivative assets	0	0
Gross derivative liabilities	$ (103)	$ (8)

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Derivative Instruments - Effect of Derivative Instruments - Statement of Income Table (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Derivative [Line Items]
Total (gains) losses on derivatives, net	$ 254	$ 437	$ 569	$ 473
Commodity derivatives [Member] | Gathering, processing, and marketing sales [Member]
Derivative [Line Items]
Total (gains) losses on derivatives, net	0	1	2	2
Commodity derivatives [Member] | (Gains) losses on derivatives, net [Member]
Derivative [Line Items]
Total (gains) losses on derivatives, net	(5)	468	144	630
Interest-rate derivatives [Member] | (Gains) losses on derivatives, net [Member]
Derivative [Line Items]
Total (gains) losses on derivatives, net	200	(32)	328	(159)
WES [Member] | Interest-rate derivatives [Member] | (Gains) losses on derivatives, net [Member]
Derivative [Line Items]
Total (gains) losses on derivatives, net	$ 59	$ 0	$ 95	$ 0

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Derivative Instruments - Fair Value Table (Detail) - Not Designated as Hedging Instrument [Member] - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	$ 68	$ 357
Derivative assets Netting	(14)	(127)
Derivative assets, Collateral	0	0
Derivative assets	54	230
Gross derivative liabilities	(1,630)	(1,378)
Derivative liabilities Netting	14	127
Derivative liabilities, Collateral	264	68
Derivative liabilities	(1,352)	(1,183)
Commodity derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	37	301
Derivative assets Netting	(14)	(127)
Derivative assets, Collateral	0	0
Derivative assets	23	174
Gross derivative liabilities	(15)	(132)
Derivative liabilities Netting	14	127
Derivative liabilities, Collateral	0	2
Derivative liabilities	(1)	(3)
Interest-rate derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	31	56
Derivative assets Netting	0	0
Derivative assets, Collateral	0	0
Derivative assets	31	56
Gross derivative liabilities	(1,512)	(1,238)
Derivative liabilities Netting	0	0
Derivative liabilities, Collateral	264	66
Derivative liabilities	(1,248)	(1,172)
Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	0	1
Gross derivative liabilities	0	(2)
Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	68	356
Gross derivative liabilities	(1,630)	(1,376)
Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	0	0
Gross derivative liabilities	0	0
Recurring [Member] | Commodity derivatives [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	0	1
Gross derivative liabilities	0	(2)
Recurring [Member] | Commodity derivatives [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	37	300
Gross derivative liabilities	(15)	(130)
Recurring [Member] | Commodity derivatives [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	0	0
Gross derivative liabilities	0	0
Recurring [Member] | Interest-rate derivatives [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	0	0
Gross derivative liabilities	0	0
Recurring [Member] | Interest-rate derivatives [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	31	56
Gross derivative liabilities	(1,512)	(1,238)
Recurring [Member] | Interest-rate derivatives [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative assets	0	0
Gross derivative liabilities	0	0
WES [Member] | Interest-rate derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities Netting	0	0
Derivative liabilities, Collateral	0	0
Derivative liabilities	(103)	(8)
WES [Member] | Recurring [Member] | Interest-rate derivatives [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative liabilities	0	0
WES [Member] | Recurring [Member] | Interest-rate derivatives [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative liabilities	(103)	(8)
WES [Member] | Recurring [Member] | Interest-rate derivatives [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross derivative liabilities	$ 0	$ 0

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Debt - Debt Activity Table (Detail) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Feb. 28, 2019	Jun. 30, 2019
Changes in Debt Outstanding [Roll Forward]
Balance at December 31, 2018		$ 16,169
Other, net		27
Balance at June 30, 2019		17,968
Anadarko excluding WES [Member]
Changes in Debt Outstanding [Roll Forward]
Balance at December 31, 2018		11,354
Other, net		25
Balance at June 30, 2019		10,479
Western Midstream Partners, LP [Member]
Changes in Debt Outstanding [Roll Forward]
Balance at December 31, 2018		4,815
Other, net		2
Balance at June 30, 2019		7,489
WES RCF [Member]
Changes in Debt Outstanding [Roll Forward]
Borrowings, credit facility		700
WES RCF [Member] | Western Midstream Partners, LP [Member]
Changes in Debt Outstanding [Roll Forward]
Borrowings, credit facility		700
WGP RCF [Member]
Changes in Debt Outstanding [Roll Forward]
Repayments, credit facility		(28)
WGP RCF [Member] | Western Midstream Partners, LP [Member]
Changes in Debt Outstanding [Roll Forward]
Repayments, credit facility		(28)
WES Term Loan Facility [Member]
Changes in Debt Outstanding [Roll Forward]
Borrowings, credit facility		2,000
WES Term Loan Facility [Member] | Western Midstream Partners, LP [Member]
Changes in Debt Outstanding [Roll Forward]
Borrowings, credit facility	$ 2,000	2,000
8.700 % Senior Notes due 2019 [Member]
Changes in Debt Outstanding [Roll Forward]
Repayments, senior notes		$ (600)
Debt Instrument, Interest Rate, Stated Percentage		8.70%
8.700 % Senior Notes due 2019 [Member] | Anadarko excluding WES [Member]
Changes in Debt Outstanding [Roll Forward]
Repayments, senior notes		$ (600)
6.950% Senior Notes due 2019 [Member]
Changes in Debt Outstanding [Roll Forward]
Repayments, senior notes		$ (300)
Debt Instrument, Interest Rate, Stated Percentage		6.95%
6.950% Senior Notes due 2019 [Member] | Anadarko excluding WES [Member]
Changes in Debt Outstanding [Roll Forward]
Repayments, senior notes		$ (300)

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Debt - Outstanding Debt Table (Detail) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total borrowings at face value	$ 19,433	$ 17,661
Net unamortized discounts, premiums, and debt issuance costs	(1,465)	(1,492)
Total borrowings	17,968	16,169
Finance lease liabilities	261	248
Less short-term debt	31	947
Total long-term debt	18,198	15,470
WES [Member]
Debt Instrument [Line Items]
Total borrowings at face value	7,540	4,868
Net unamortized discounts, premiums, and debt issuance costs	(51)	(53)
Total borrowings	7,489	4,815
Finance lease liabilities	0	0
Less short-term debt	0	28
Total long-term debt	7,489	4,787
Anadarko [Member]
Debt Instrument [Line Items]
Total borrowings at face value	11,893	12,793
Net unamortized discounts, premiums, and debt issuance costs	(1,414)	(1,439)
Total borrowings	10,479	11,354
Finance lease liabilities	261	248
Less short-term debt	31	919
Total long-term debt	$ 10,709	$ 10,683

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Debt - Additional Information (Detail) - USD ($)	1 Months Ended		6 Months Ended
	Feb. 28, 2019	Jan. 31, 2019	Jun. 30, 2019	Jul. 01, 2019	Mar. 31, 2019	Feb. 15, 2019	Feb. 14, 2019	Dec. 31, 2018
Zero-Coupon Senior Notes [Member] | Accreted Value at Next Potential Put Date [Member]
Debt Instrument [Line Items]
Debt instrument, accreted value			$ 942,000,000
Anadarko excluding WES [Member] | 8.700 % Senior Notes due 2019 [Member]
Debt Instrument [Line Items]
Outstanding borrowings					$ 600,000,000
Line of credit, interest rate					8.70%
Anadarko excluding WES [Member] | 6.950% Senior Notes due 2019 [Member]
Debt Instrument [Line Items]
Outstanding borrowings					$ 300,000,000
Line of credit, interest rate					6.95%
364-Day Credit Facility Due 2017 [Member]
Debt Instrument [Line Items]
Line of credit, outstanding borrowings			0
364-Day Credit Facility Due 2017 [Member] | Anadarko excluding WES [Member]
Debt Instrument [Line Items]
Line of credit, maximum capacity		$ 2,000,000,000.0
Debt instrument, term		364 days
APC RCF [Member]
Debt Instrument [Line Items]
Line of credit, maximum capacity			3,000,000,000.0
Line of credit, outstanding borrowings			0
WES RCF [Member]
Debt Instrument [Line Items]
Borrowings, credit facility			700,000,000
WES RCF [Member] | WES [Member]
Debt Instrument [Line Items]
Line of credit, maximum capacity						$ 2,000,000,000.0	$ 1,500,000,000
Line of credit, outstanding borrowings			$ 920,000,000
Line of credit, interest rate			3.71%
Borrowings, credit facility			$ 700,000,000
Letters of credit, outstanding			5,000,000
Line of credit, available borrowing capacity			1,100,000,000
WES Term Loan Facility [Member]
Debt Instrument [Line Items]
Borrowings, credit facility			2,000,000,000
WES Term Loan Facility [Member] | WES [Member]
Debt Instrument [Line Items]
Line of credit, maximum capacity			2,000,000,000.0
Line of credit, outstanding borrowings			$ 2,000,000,000.0
Line of credit, interest rate			3.78%
Borrowings, credit facility	$ 2,000,000,000.0		$ 2,000,000,000
WES Term Loan Facility [Member] | WES [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Line of credit, maximum capacity				$ 3,000,000,000.0
Incremental increase to borrowing capacity				1,000,000,000.0
Carve out provision				$ 1,000,000,000.0
WGP RCF [Member]
Debt Instrument [Line Items]
Repayments, credit facility			28,000,000
WGP RCF [Member] | WES [Member]
Debt Instrument [Line Items]
Repayments, credit facility			28,000,000
WGP RCF [Member] | Wgp Excluding Wes [Member]
Debt Instrument [Line Items]
Line of credit, maximum capacity			35,000,000
Repayments, credit facility			28,000,000
Valuation, Market Approach [Member] | Fair Value, Inputs, Level 2 [Member]
Debt Instrument [Line Items]
Estimated fair value of total borrowings			$ 20,200,000,000					$ 16,800,000,000

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Leases - Additional Information (Details) $ in Millions	Jun. 30, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Operating leases, total lease liabilities	$ 557
Finance leases, total lease liabilities	$ 261
Finance lease, FSPO, renewal term	10 years
Offshore Drilling Vessels and Onshore Drilling Rigs [Member]
Lessee, Lease, Description [Line Items]
Operating leases, total lease liabilities	$ 177
Real Estate [Member]
Lessee, Lease, Description [Line Items]
Operating leases, total lease liabilities	$ 187

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Leases - Summary of Information Related to Leases (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Leases [Abstract]
Operating leases, assets	$ 539
Finance leases, assets	193
Operating leases, current liabilities	249		$ 0
Finance leases, current liabilities	31
Operating leases, long-term liabilities	308
Finance leases, long-term liabilities	230
Operating leases, total lease liabilities	557
Finance leases, total lease liabilities	$ 261
Weighted-average remaining lease term, operating leases	5 years
Weighted-average remaining lease term, finance leases	16 years
Weighted-average discount rate, operating leases	4.30%
Weighted-average discount rate, finance leases	15.10%
Operating leases, additions to ROU assets and lease liabilities	$ 126
Finance leases, additions to ROU assets and lease liabilities	$ 22	$ 0

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Leases - Summary of Lease Cost (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating lease cost	$ 70	$ 148
Short-term lease cost	42	61
Variable lease cost	37	76
Amortization of ROU assets	10	20
Interest on lease liabilities	9	18
Total lease cost	$ 168	$ 323

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Leases - Cash Flow Activity related to Leases (Details) $ in Millions	6 Months Ended
	Jun. 30, 2019 USD ($)
Operating cash flows
Operating Leases	$ 133
Finance Leases	18
Investing cash flows
Operating Leases	37
Financing cash flows
Finance Leases	$ 9

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Leases - Reconciliation of Operating and Finance Lease Liabilities Recorded on the Consolidated Balance Sheet (Details) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Operating Leases
Remainder of 2019	$ 134
2020	191
2021	70
2022	49
2023	35
Thereafter	155
Total lease payments	634
Less portion representing imputed interest	77
Total lease liabilities	557
Finance Leases
Remainder of 2019	35
2020	62
2021	52
2022	48
2023	44
Thereafter	322
Total lease payments	563
Less portion representing imputed interest	302
Total lease liabilities	261
Operating Leases
2019		$ 264
2020		139
2021		57
2022		35
2023		24
Thereafter		135
Total lease payments		654
Finance Leases
2019		58
2020		50
2021		48
2022		45
2023		43
Thereafter		323
Total lease payments		567
Capital Leases, Future Minimum Payments, Interest Included in Payments		319
Capital Lease Obligations	$ 261	$ 248

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Income Taxes - Income Tax Expense (Benefit) Table (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Current income tax expense (benefit)	$ 269	$ 147	$ 437	$ 237
Deferred income tax expense (benefit)	(60)	(22)	(62)	14
Total income tax expense (benefit)	209	125	375	251
Income (loss) before income taxes	$ (736)	$ 142	$ (474)	$ 442
Effective tax rate	(28.00%)	88.00%	(79.00%)	57.00%

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Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2016
Income Tax Disclosure [Line Items]
Income tax benefit	$ (209)	$ (125)	$ (375)	$ (251)
Judicial Ruling [Member] | Tronox Litigation [Member]
Income Tax Disclosure [Line Items]
Income tax benefit			346		$ 346
Unrecognized tax benefits	$ 1,200		$ 1,200		$ 1,200
Income tax refunds						$ 881

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Commitments - Long-term Contractual Obligations (Details) $ in Millions	Jun. 30, 2019 USD ($)
Unrecorded Unconditional Purchase Obligation [Line Items]
2019	$ 1,028
2020	1,627
2021	1,419
2022	1,306
2023	714
Thereafter	1,467
Total	7,561
Mozambique LNG Project [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Total	2,000
Mozambique LNG Project [Member] | Anadarko excluding WES [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Total	$ 507

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Commitments - Additional Information (Details) - USD ($) $ in Millions	Jul. 26, 2019	Jun. 30, 2019
Unrecorded Unconditional Purchase Obligation [Line Items]
Mozambique LNG project, additional obligations		$ 7,561
Mozambique LNG Project [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Mozambique LNG project, additional obligations		2,000
Mozambique LNG Project [Member] | Anadarko Excluding Wes [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Mozambique LNG project, additional obligations		$ 507
Mozambique LNG Project [Member] | Subsequent Event [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Mozambique LNG project, additional obligations	$ 8,000
Mozambique LNG Project [Member] | Subsequent Event [Member] | Anadarko Excluding Wes [Member]
Unrecorded Unconditional Purchase Obligation [Line Items]
Mozambique LNG project, additional obligations	$ 2,100

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Pension Plans and Other Postretirement Benefits - Components of Net Periodic Benefit Cost Table (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Pension Benefits [Member]
Components of net periodic benefit cost
Service cost	$ 22	$ 22	$ 44	$ 45
Interest cost	20	19	40	38
Expected (return) loss on plan assets	(20)	(20)	(41)	(41)
Amortization of net actuarial loss (gain)	3	6	7	13
Amortization of net prior service cost (credit)	0	0	0	0
Settlement expense	13	0	17	0
Termination benefits expense	2	0	2	0
Net periodic benefit cost	40	27	69	55
Other Benefits [Member]
Components of net periodic benefit cost
Service cost	0	1	0	1
Interest cost	3	2	6	5
Expected (return) loss on plan assets	0	0	0	0
Amortization of net actuarial loss (gain)	0	0	0	0
Amortization of net prior service cost (credit)	0	(6)	(1)	(12)
Settlement expense	0	0	0	0
Termination benefits expense	0	0	0	0
Net periodic benefit cost	$ 3	$ (3)	$ 5	$ (6)

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Pension Plans and Other Postretirement Benefits - Additional Information (Detail) - Pension Benefits [Member] $ in Millions	6 Months Ended
	Jun. 30, 2019 USD ($)
Funded Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	$ 91
Unfunded Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	$ 25

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Stockholders' Equity - Earnings Per Share Reconciliation (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Net income (loss)
Net income (loss) attributable to common stockholders	$ (1,025)	$ 29	$ (1,040)	$ 150
Income (loss) effect of TEUs	0	(1)	0	(4)
Less distributions on participating securities	1	1	3	2
Basic	(1,026)	27	(1,043)	144
Income (loss) effect of TEUs	0	0	0	(1)
Diluted	$ (1,026)	$ 27	$ (1,043)	$ 143
Shares
Average number of common shares outstanding—basic (in shares)	491	504	491	511
Dilutive effect of stock options (in shares)	0	1	0	1
Average number of common shares outstanding—diluted (in shares)	491	505	491	512
Excluded due to anti-dilutive effect (in shares)	12	9	12	9
Net income (loss) per common share
Basic (in usd per share)	$ (2.09)	$ 0.05	$ (2.13)	$ 0.28
Diluted (in usd per share)	(2.09)	0.05	(2.13)	0.28
Dividends per common share (in usd per share)	$ 0.30	$ 0.25	$ 0.60	$ 0.50

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Stockholders' Equity - Additional Information (Detail) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Stockholders' Equity Note [Abstract]
Authorized share-repurchase program	$ 5,000,000,000.0
Amount of share repurchase program completed	$ 0	$ 3,750,000,000

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Noncontrolling Interests - Additional Information (Detail) - shares shares in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018	Feb. 28, 2019
WES [Member] | Class C Units [Member]
Noncontrolling Interest [Line Items]
Units issued in private placement (in shares)	309	1,100
WES [Member] | Limited Partner [Member]
Noncontrolling Interest [Line Items]
Ownership interest in subsidiary			55.50%
Public ownership interest in subsidiary	44.50%
WES [Member] | WES Operating [Member] | Limited Partner [Member]
Noncontrolling Interest [Line Items]
Ownership interest in subsidiary			98.00%
Anadarko Limited Partner Interest In WES [Member] | WES Operating [Member] | Limited Partner [Member]
Noncontrolling Interest [Line Items]
Ownership interest in subsidiary	2.00%		2.00%
Anadarko Limited Partner Interest In WES [Member] | WES [Member] | Limited Partner [Member]
Noncontrolling Interest [Line Items]
Ownership interest in subsidiary	55.50%

XML

Variable Interest Entities - Financial Data of WGP (Detail) - WES [Member] - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Variable Interest Entity [Line Items]
WES distributions to Anadarko	$ 264	$ 203
WES distributions to third parties	$ 255	$ 238

XML

Variable Interest Entities - Additional Information (Detail) - WES [Member] - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	May 31, 2008	Jun. 30, 2019	Jun. 30, 2018
Variable Interest Entity [Line Items]
Note receivable for WES	$ 260
Debt instrument, term	30 years
Fixed annual rate	6.50%
Interest income for WES		$ 8	$ 8
Above-market component of swap extensions with Anadarko		$ 7	$ 28

XML

Supplemental Cash Flow Information - Summary of Cash Paid (Received) for Interest and Income Taxes and Non-cash Investing and Financing Activities (Detail) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash paid (received)
Interest, net of amounts capitalized	$ 536	$ 471
Income taxes, net of refunds	29	53
Non-cash investing activities
Fair value of properties and equipment acquired	1	7
Asset retirement cost additions	117	162
Accruals of property, plant, and equipment	748	1,036
Net liabilities assumed (divested) in acquisitions and divestitures	0	(97)
Non-cash investing and financing activities
Finance leases	22	0
Settlement of Tangible Equity Units	$ 0	$ 300

XML

Supplemental Cash Flow Information - Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents (Detail) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Cash and Cash Equivalents [Line Items]
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	$ 1,531	$ 1,429	$ 2,432	$ 4,674
Cash and cash equivalents [Member]
Cash and Cash Equivalents [Line Items]
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	1,394	1,295
Restricted cash and restricted cash equivalents	118	139
Restricted cash and restricted cash equivalents included in Other Assets [Member]
Cash and Cash Equivalents [Line Items]
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	$ 137	$ 134

XML

Segment Information - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2019 Segment
Segment Reporting [Abstract]
Number of reporting segments	2

XML

Segment Information - Reconciliation of Consolidated Adjusted EBITDAX to Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Segment Reporting [Abstract]
Income (loss) before income taxes	$ (736)	$ 142	$ (474)	$ 442
Interest expense	249	237	502	465
DD&A	1,161	1,003	2,242	1,993
Exploration expense	90	94	139	262
(Gains) losses on divestitures, net	(6)	(52)	(1)	(28)
Impairments	0	128	0	147
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives	255	267	571	240
Reorganization-related charges	15	0	33	0
Merger transaction costs	1,042	0	1,042	0
Less net income (loss) attributable to noncontrolling interests	80	(12)	191	41
Consolidated Adjusted EBITDAX	$ 1,990	$ 1,831	$ 3,863	$ 3,480

XML

Segment Information - Selected Financial Information for Anadarko's Reporting Segments Table (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Segment Reporting Information [Line Items]
Sales revenues	$ 3,528	$ 3,414	$ 6,866	$ 6,650
Other	80	71	177	114
Total revenues and other	3,442	3,291	6,660	6,336
Operating costs and expenses	3,657	2,472	6,041	4,966
Net cash from settlement of commodity derivatives			(2)	234
Other (income) expense, net	18	4	24	(8)
Net income (loss) attributable to noncontrolling interests	80	(12)	191	41
Total expenses and other	1,447	1,409	2,794	2,835
Consolidated Adjusted EBITDAX	1,990	1,831	3,863	3,480
Net properties and equipment	29,091		29,091		$ 28,615
Capital expenditures			2,553		6,185
Goodwill	4,789		4,789		4,789
(Gains) losses on derivatives, net [Member] | Commodity Contract [Member]
Segment Reporting Information [Line Items]
Net cash from settlement of commodity derivatives	0	170	(6)	238
Gathering, processing, and marketing sales [Member] | Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Segment Reporting Information [Line Items]
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement	1	1	(2)	7
Excluding Gains Losses On Divestitures Net [Member]
Segment Reporting Information [Line Items]
Total revenues and other	3,436	3,239	6,659	6,308
Excluding Certain Items [Member]
Segment Reporting Information [Line Items]
Operating costs and expenses	1,364	1,247	2,604	2,564
Excluding Certain Other Nonoperating Items [Member]
Segment Reporting Information [Line Items]
Other (income) expense, net	3	4	5	(8)
Intersegment Revenues [Member]
Segment Reporting Information [Line Items]
Sales revenues	0	0	0	0
Operating Segments [Member] | Exploration & Production [Member]
Segment Reporting Information [Line Items]
Sales revenues	2,904	2,790	5,570	5,459
Other	(4)	3	4	(6)
Total revenues and other	2,894	2,841	5,559	5,465
Net income (loss) attributable to noncontrolling interests	0	0	0	0
Total expenses and other	987	900	1,979	1,770
Consolidated Adjusted EBITDAX	1,901	1,889	3,574	3,676
Net properties and equipment	18,306		18,306		18,276
Capital expenditures			1,879		4,103
Goodwill	4,343		4,343		4,343
Operating Segments [Member] | Exploration & Production [Member] | (Gains) losses on derivatives, net [Member] | Commodity Contract [Member]
Segment Reporting Information [Line Items]
Net cash from settlement of commodity derivatives	0	0	0	0
Operating Segments [Member] | Exploration & Production [Member] | Gathering, processing, and marketing sales [Member] | Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Segment Reporting Information [Line Items]
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement	0	0	0	0
Operating Segments [Member] | Exploration & Production [Member] | Excluding Gains Losses On Divestitures Net [Member]
Segment Reporting Information [Line Items]
Total revenues and other	2,888	2,789	5,553	5,446
Operating Segments [Member] | Exploration & Production [Member] | Excluding Certain Items [Member]
Segment Reporting Information [Line Items]
Operating costs and expenses	987	900	1,979	1,770
Operating Segments [Member] | Exploration & Production [Member] | Excluding Certain Other Nonoperating Items [Member]
Segment Reporting Information [Line Items]
Other (income) expense, net	0	0	0	0
Operating Segments [Member] | WES Midstream [Member]
Segment Reporting Information [Line Items]
Sales revenues	685	519	1,357	1,021
Other	70	39	132	80
Total revenues and other	755	558	1,489	1,100
Net income (loss) attributable to noncontrolling interests	0	0	0	0
Total expenses and other	322	246	628	476
Consolidated Adjusted EBITDAX	433	311	861	623
Net properties and equipment	8,794		8,794		8,410
Capital expenditures			571		1,912
Goodwill	446		446		446
Operating Segments [Member] | WES Midstream [Member] | (Gains) losses on derivatives, net [Member] | Commodity Contract [Member]
Segment Reporting Information [Line Items]
Net cash from settlement of commodity derivatives	0	0	0	0
Operating Segments [Member] | WES Midstream [Member] | Gathering, processing, and marketing sales [Member] | Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Segment Reporting Information [Line Items]
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement	0	0	0	0
Operating Segments [Member] | WES Midstream [Member] | Excluding Gains Losses On Divestitures Net [Member]
Segment Reporting Information [Line Items]
Total revenues and other	755	557	1,489	1,099
Operating Segments [Member] | WES Midstream [Member] | Excluding Certain Items [Member]
Segment Reporting Information [Line Items]
Operating costs and expenses	381	246	723	476
Operating Segments [Member] | WES Midstream [Member] | Excluding Certain Other Nonoperating Items [Member]
Segment Reporting Information [Line Items]
Other (income) expense, net	(59)	0	(95)	0
Operating Segments [Member] | WES Midstream, Capitalized Cost incurred prior to sale of Midstream Assets [Member]
Segment Reporting Information [Line Items]
Capital expenditures			49		734
Other and Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Sales revenues	(61)	105	(61)	170
Other	14	29	41	40
Total revenues and other	(207)	(108)	(388)	(229)
Net income (loss) attributable to noncontrolling interests	80	(12)	191	41
Total expenses and other	138	263	187	589
Consolidated Adjusted EBITDAX	(344)	(369)	(572)	(819)
Net properties and equipment	1,991		1,991		1,929
Capital expenditures			103		170
Goodwill	0		0		$ 0
Other and Intersegment Eliminations [Member] | (Gains) losses on derivatives, net [Member] | Commodity Contract [Member]
Segment Reporting Information [Line Items]
Net cash from settlement of commodity derivatives	0	170	(6)	238
Other and Intersegment Eliminations [Member] | Gathering, processing, and marketing sales [Member] | Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Segment Reporting Information [Line Items]
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement	1	1	(2)	7
Other and Intersegment Eliminations [Member] | Excluding Gains Losses On Divestitures Net [Member]
Segment Reporting Information [Line Items]
Total revenues and other	(207)	(107)	(383)	(237)
Other and Intersegment Eliminations [Member] | Excluding Certain Items [Member]
Segment Reporting Information [Line Items]
Operating costs and expenses	(4)	101	(98)	318
Other and Intersegment Eliminations [Member] | Excluding Certain Other Nonoperating Items [Member]
Segment Reporting Information [Line Items]
Other (income) expense, net	62	4	100	(8)
Oil and Gas [Member]
Segment Reporting Information [Line Items]
Sales revenues	3,356	3,168	6,482	6,194
Oil and Gas [Member] | Operating Segments [Member] | Exploration & Production [Member]
Segment Reporting Information [Line Items]
Sales revenues	2,852	2,772	5,458	5,428
Oil and Gas [Member] | Operating Segments [Member] | Exploration & Production [Member] | Intersegment Revenues [Member]
Segment Reporting Information [Line Items]
Sales revenues	40	14	91	24
Oil and Gas [Member] | Operating Segments [Member] | WES Midstream [Member]
Segment Reporting Information [Line Items]
Sales revenues	492	358	992	706
Oil and Gas [Member] | Operating Segments [Member] | WES Midstream [Member] | Intersegment Revenues [Member]
Segment Reporting Information [Line Items]
Sales revenues	193	160	365	313
Oil and Gas [Member] | Other and Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Sales revenues	12	38	32	60
Oil and Gas [Member] | Other and Intersegment Eliminations [Member] | Intersegment Revenues [Member]
Segment Reporting Information [Line Items]
Sales revenues	$ (233)	$ (174)	$ (456)	$ (337)

XML

Label	Element	Value
Noncontrolling Interest [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (23,000,000)	[1]
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	49,000,000	[1]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	(55,000,000)	[2]
AOCI Attributable to Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (73,000,000)	[1]

[1] Beginning January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. See Note 1—Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

[2] Beginning January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). See Note 1—Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for further information.