Bond Anadarko Energy 6.2% ( US032510AC36 ) in USD

Anadarko Energy

100 % ▲

United States

US032510AC36 ( in USD )

6.2% per year ( payment 2 times a year)

14/03/2040

Prospectus brochure of the bond Anadarko Petroleum US032510AC36 en USD 6.2%, maturity 14/03/2040

2 000 USD

12 504 000 USD

032510AC3

BB+ ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

15/09/2025 ( In 73 days )

Anadarko Petroleum Corporation was an independent oil and gas exploration and production company acquired by Occidental Petroleum in 2019.

The Bond issued by Anadarko Energy ( United States ) , in USD, with the ISIN code US032510AC36, pays a coupon of 6.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2040

The Bond issued by Anadarko Energy ( United States ) , in USD, with the ISIN code US032510AC36, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Anadarko Energy ( United States ) , in USD, with the ISIN code US032510AC36, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

e424b5
Page 1 of 76
424B5 1 h70066b5e424b5.htm 424B5
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 2 of 76
Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration No. 333-161370

CALCULATION OF REGISTRATION FEE

Maximum
Maximum

Title of each class
Amount to be offering price
aggregate

Amount of
of securities to be registered

registered

per unit
offering price registration fee (1)
6.200% Senior Notes due 2040
$750,000,000 99.273% $744,547,500 $53,086.24

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

To Prospectus dated August 14, 2009

Anadarko Petroleum Corporation
$750,000,000 6.200% Senior Notes due 2040

We are offering $750,000,000 of our 6.200% Senior Notes due 2040, which will mature on March 15,
2040, which we refer to as the notes.
We will pay interest on the notes each March 15 and September 15, beginning on September 15, 2010.

We may redeem all or part of the notes at any time at the make-whole redemption prices described in
this prospectus supplement. There are no sinking funds for the notes. The redemption provisions are
more fully described in this prospectus supplement under "Description of the Notes."

The notes will be our unsecured senior obligations and will rank equally with all of our other senior
unsecured indebtedness from time to time outstanding that is not specifically subordinated to the
notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus
supplement and in our Annual Report on Form 10-K for the year ended December 31, 2009.

Underwriting

Price to
discounts and Proceeds to

public(1)
commission
us(1)

Per note

99.273 %

0.875 %
98.398 %
Total
$ 744,547,500
$ 6,562,500 $ 737,985,000

(1) Before expenses and plus accrued interest, if any, from March 16, 2010.

Delivery of the notes in book-entry form only will be made through The Depository Trust Company
and its participants, Clearstream Banking S.A. and Euroclear Bank S.A./N.V., as operator of the
Euroclear System, on or about March 16, 2010, against payment in immediately available funds.

None of the Securities and Exchange Commission, any state securities commission or any other
regulatory body has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Joint Book-Running Managers

UBS Investment Bank
Goldman, Sachs & Co.

http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 3 of 76
Citi
Credit Suisse

Deutsche Bank Securities
Morgan Stanley

Co-Managers

DnB NOR
BNP PARIBAS

Markets

J.P. Morgan
Mitsubishi UFJ
Securities

RBS

SOCIETE GENERALE

The date of this prospectus supplement is March 9, 2010.
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 4 of 76

You should rely only on the information contained or incorporated by reference in this
document or to which we have referred you. We have not, and the underwriters have not,
authorized anyone to provide you with information that is different. This document may only be
used where it is legal to sell these securities. The information contained or incorporated by
reference in this document may only be accurate on the date of this document.

TABLE OF CONTENTS

Prospectus Supplement

Page

About this prospectus supplement
S-ii
Forward-looking statements
S-iii
Summary
S-1
Risk factors
S-5
Use of proceeds
S-7
Capitalization
S-8
Ratio of earnings to fixed charges
S-9
Description of the notes
S-10
Material United States federal income tax considerations
S-13
Underwriting
S-17
Legal matters
S-21
Experts
S-21
Where you can find more information
S-21
Glossary of oil and natural gas terms
G-1

Prospectus

Page

About this prospectus

1
Where you can find more information

2
Forward-looking statements

3
About us

4
Risk factors

5
Use of proceeds

6
Ratio of earnings to fixed charges and earnings to combined fixed charges and preferred
stock dividends

7
Description of debt securities

8
Description of capital stock
23
Description of depositary shares
27
Legal matters
29
Experts
29
S-i
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 5 of 76
Table of Contents

About this prospectus supplement

This prospectus supplement is a supplement to the accompanying prospectus. This prospectus
supplement and the accompanying prospectus are part of a registration statement that we filed with the
Securities and Exchange Commission, or the SEC, using a "shelf" registration process. Under the shelf
process, we may, from time to time, issue and sell to the public any combination of the securities
described in the accompanying prospectus up to an indeterminate amount, of which this offering is a
part.

This prospectus supplement describes the specific terms of the notes we are offering and certain other
matters relating to us. The accompanying prospectus gives more general information about securities
we may offer from time to time, some of which does not apply to the notes we are offering. Generally,
when we refer to the prospectus, we are referring to this prospectus supplement combined with the
accompanying prospectus. If the description of the offering varies between this prospectus supplement
and the accompanying prospectus, you should rely on the information in this prospectus supplement.

S-ii
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 6 of 76
Table of Contents

Forward-looking statements

We have made in this prospectus supplement and in the reports and documents incorporated by
reference 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
our operations, economic performance and financial condition. These forward-looking statements
include information concerning future production and reserves, schedules, plans, timing of
development, contributions from oil and gas properties, marketing and midstream activities and 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" or similar expressions or variations on such expressions. For these statements, we claim the
protection of the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Although we believe that the expectations reflected in such forward-
looking statements are reasonable, we can give no assurance that such expectations will prove to have
been correct.

These forward-looking statements involve risks and uncertainties. Important factors that could cause
actual results to differ materially from our expectations include, but are not limited to, our assumptions
about energy markets, production levels, reserve levels, operating results, competitive conditions,
technology, the availability of capital resources, capital expenditures and other contractual obligations,
the supply and demand for and the price of natural gas, oil, natural gas liquids, or NGLs, and other
products or services, volatility in the commodity futures market, the weather, inflation, the availability
of goods and services, drilling risks, future processing volumes and pipeline throughput, general
economic conditions, either internationally or nationally or in the jurisdictions in which we or our
subsidiaries are doing business, legislative or regulatory changes, including retroactive royalty or
production tax schemes, hydraulic-fracturing regulation, derivatives reform, changes in state and
federal corporate taxes, environmental regulation, environmental risks and liability under federal,
state, foreign, and local environmental laws and regulations, current and potential legal proceedings,
environmental or other obligations arising from Tronox Incorporated, the securities, capital or credit
markets, our ability to repay debt, the outcome of any proceedings related to the Algerian exceptional
profits tax, and other factors discussed in "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Critical Accounting Estimates" in our Annual
Report on Form 10-K for the year ended December 31, 2009, in this prospectus supplement under the
heading "Risk Factors" and in other reports and documents incorporated by reference into this
prospectus supplement. We undertake no obligation to publicly update or revise any forward-looking
statements whether as a result of new information, future events, or otherwise.
S-iii
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 7 of 76
Table of Contents
Summary

This summary does not contain all of the information that is important to you. You should read
carefully the entire prospectus supplement, the accompanying prospectus and the documents
incorporated by reference for a more complete understanding of this offering. You should read
"Risk Factors" beginning on page S-5 of this prospectus supplement and "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2009 for more information
about important risks that you should consider before making a decision to purchase notes in
this offering.

"Our," "we," "us" and "Anadarko" as used in this prospectus supplement and the
accompanying prospectus refer solely to Anadarko Petroleum Corporation and its subsidiaries,
unless the context otherwise requires.

The "Description of the Notes" section of this prospectus supplement contains more detailed
information about the terms and conditions of the notes. We have defined certain oil and gas
industry terms used in this document in the "Glossary of Oil and Natural Gas Terms" on
page G-1.

ANADARKO PETROLEUM CORPORATION

General

Anadarko Petroleum Corporation is among the largest independent oil and gas exploration and
production companies in the world, with 2.3 billion BOE of proved reserves as of December 31,
2009. Our primary business segments are managed separately due to the nature of the products
and services, as well as to the unique technology, distribution and marketing requirements. Our
three operating segments are:

Oil and gas exploration and production--This segment explores for and produces natural gas,
crude oil, condensate and NGLs. Our operations are located onshore United States and in the
deepwater Gulf of Mexico, as well as in Algeria, Brazil, China, Côte d'Ivoire, Ghana,
Indonesia, Mozambique, Sierra Leone and other countries.

Midstream--This segment provides gathering, processing, treating and transportation services
to Anadarko and third-party oil and gas producers. We own and operate natural-gas gathering,
processing, treating and transportation systems in the United States.

Marketing--This segment sells most of our production, as well as hydrocarbons purchased
from third parties. We actively market natural gas, oil and NGLs in the United States, and
actively market oil from Algeria and China.

We own interests in several coal, trona (natural soda ash) and industrial mineral properties
through non-operated joint ventures and royalty arrangements within and adjacent to our land
grant acreage position (Land Grant). The Land Grant consists of land granted by the federal
government in the mid-1800s, which passes through Colorado and Wyoming and into Utah.
Within the Land Grant, we have fee ownership of the mineral rights under approximately
8 million acres.

For a further description of our business, properties and operations, you should read our Annual
Report on Form 10-K for the year ended December 31, 2009 which is incorporated by reference
into this prospectus supplement.

Our principal executive offices are located at 1201 Lake Robbins Dr., The Woodlands, Texas
77380, and our telephone number is (832) 636-1000.

Concurrent tender offers

On March 9, 2010, we announced that we had commenced cash tender offers, which we refer to
as the tender offers, to purchase up to $1 billion in aggregate principal amount of our
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 8 of 76
outstanding notes. The tender offers consist of two separate offers: an Any and All Offer and a
Maximum Tender Offer, both made pursuant to an Offer to Purchase distributed to the holders
of the affected notes on March 9, 2010.
S-1
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 9 of 76
Table of Contents
In the Any and All Offer, we are offering to purchase any and all of the $950 million aggregate
principal amount currently outstanding of our 6.750% Senior Notes due 2011, which we refer to
as our 6.750% notes. In the Maximum Tender Offer, we are offering to purchase, under certain
conditions, our 6.875% Notes due 2011, which we refer to as our 6.875% notes, of which
$675,000,000 aggregate principal amount is currently outstanding, our 6.125% Notes due 2012,
which we refer to as our 6.125% notes, of which $169,748,000 aggregate principal amount is
currently outstanding, and our 5.000% Notes due 2012, which we refer to as our 5.000% notes,
of which $82,049,000 aggregate principal amount is currently outstanding.

The principal amount of notes to be purchased in the Maximum Tender Offer will be equal to
the difference between $1 billion and the principal amount of notes purchased through the Any
and All Offer. The amounts of each series of notes that are purchased in the Maximum Tender
Offer are prioritized in the following order: our 6.875% notes, our 6.125% notes and our
5.000% notes. The Any and All Offer is scheduled to expire at 5:00 p.m. New York City time,
on March 15, 2010, unless extended. Holders of notes subject to the Any and All Offer must
tender and not withdraw their notes before its expiration date to receive the total consideration,
which is calculated in the manner described below. The Maximum Tender Offer is scheduled to
expire at 5:00 p.m. New York City Time, on April 6, 2010, unless extended. Holders of notes
subject to the Maximum Tender Offer must tender and not withdraw their notes before the early
tender date, which is 5:00 p.m. New York City Time, on March 22, 2010, unless extended, to
receive the total consideration. Holders of notes subject to the Maximum Tender Offer who
tender their notes after the early tender date will receive the tender offer consideration, which is
the total consideration minus $30 per $1,000 principal amount of notes tendered by such holder
that are accepted for purchase. Holders of notes subject to the Maximum Tender Offer who
tender their notes before the early tender date may not withdraw their notes after the early tender
date except in limited circumstances. Holder of notes subject to the Maximum Tender Offer
who tender their notes after the early tender date may not withdraw their notes.

The total consideration for each $1,000 principal amount of notes tendered and accepted for
payment pursuant to the tender offers will be determined by reference to a fixed spread
specified for each series of notes over the yield based on the bid side price of the applicable
reference U.S. Treasury Security, as calculated by the dealer managers at 2:00 p.m. New York
City time, on the expiration date for the Any and All Offer, in the case of the Any and All Offer,
or the early tender date, in the case of the Maximum Tender Offer. In addition to the total
consideration or the tender offer consideration, as applicable, accrued and unpaid interest up to,
but not including, the applicable settlement date will be paid in cash on all validly tendered
notes accepted in the tender offers.

The completion of each tender offer is subject to the satisfaction of certain conditions, including
the completion of this offering, on terms satisfactory to us. Completion of this offering is not
conditioned upon any minimum level of acceptance in the tender offers.

We expect to fund the tender offers with the net proceeds from this offering together with cash
on hand. If any condition of the tender offers is not satisfied, we are not obligated to accept for
purchase, or to pay for, any of the notes tendered and may delay the acceptance for payment of
any tendered notes, in each event subject to applicable laws. We also may terminate, extend or
amend the tender offers and may postpone the acceptance for purchase of, and payment for, the
notes tendered.
This prospectus supplement and the accompanying prospectus are not an offer to purchase the
6.750% notes, the 6.875% notes, the 6.125% notes or the 5.000% notes. The tender offers are
made only by and pursuant to the terms of the Offer to Purchase and the related Letter of
Transmittal, each dated March 9, 2010, as the same may be amended or supplemented.
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010

e424b5
Page 10 of 76

S-2
http://www.sec.gov/Archives/edgar/data/773910/000095012310023206/h70066b5e424b5.... 9/22/2010