Obligation Anadarko Energy 6.45% ( US032511AY39 ) en USD

Anadarko Energy

100 % ▼

Etats-unis

US032511AY39 ( en USD )

6.45% par an ( paiement semestriel )

14/09/2036

Prospectus brochure de l'obligation Anadarko Petroleum US032511AY39 en USD 6.45%, échéance 14/09/2036

2 000 USD

15 806 000 USD

032511AY3

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

15/09/2025 ( Dans 74 jours )

Anadarko Petroleum Corporation était une société américaine d'exploration et de production de pétrole et de gaz naturel, rachetée par Occidental Petroleum en 2019.

L'obligation américaine Anadarko Petroleum (US032511AY39, CUSIP 032511AY3) à 6,45%, échéance le 14 septembre 2036, d'une taille totale de 15 806 000 USD et d'une taille minimale d'achat de 2 000 USD, cotée actuellement à 100% et payant des coupons deux fois par an, est notée BB+ par S&P et Ba2 par Moody's.

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-137183
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount of
Title of Each Class
Amount to be
Offering Price
Aggregate
Registration
of Securities to be Registered

Registered

Per Unit

Offering Price
Fee (1) (2)
Floating Rate Senior Notes Due 2009
$2,000,000,000
100%

$2,000,000,000
$214,000
5.95% Senior Notes Due 2016

$1,750,000,000
99.577%
$1,742,597,500
$186,458
6.45% Senior Notes Due 2036

$1,750,000,000
99.528%
$1,741,740,000
$186,366

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2) Pursuant to Rule 457(p) of the Securities Act of 1933, the registration fee of $37,450 has already been paid
with respect to securities having an aggregate offering price of $1,000,000,000 that were previously
registered under the registrant's Registration Statement No. 333-86356 and were not sold thereunder. Under
Rule 457(p), such unused filing fee is being applied to the filing fee payable for this offering of $586,824,
and the remaining fee of $549,374 is being transmitted herewith.
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Final Prospectus Supplement
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-137183
PROSPECTUS SUPPLEMENT (To Prospectus dated September 8, 2006)
$5,500,000,000

$2,000,000,000 Floating Rate Senior Notes Due 2009
$1,750,000,000 5.95% Senior Notes Due 2016
$1,750,000,000 6.45% Senior Notes Due 2036

We are offering an aggregate of $5,500,000,000 of our debt securities, consisting of Floating Rate
Senior Notes due 2009, which will mature on September 15, 2009, 5.95% Senior Notes due 2016,
which will mature on September 15, 2016, and 6.45% Senior Notes due 2036, which will mature on
September 15, 2036, and each such series of notes we refer to respectively as the 2009 notes, the
2016 notes and the 2036 notes and collectively as the notes.
We will pay interest on the 2009 notes on March 15, June 15, September 15, and December 15 of
each year beginning December 15, 2006. We will pay interest on the other notes each March 15 and
September 15, beginning on March 15, 2007. The 2009 notes will bear interest at a floating rate equal
to three-month LIBOR plus 0.40%, which will be reset quarterly.
We may redeem all or part of the 2016 notes and the 2036 notes at any time at a make-whole
redemption price described in this prospectus supplement, and may redeem the 2009 notes
commencing March 15, 2008 at the redemption price described in this prospectus supplement. There
is no sinking fund for the notes. The redemption provisions are more fully described in this prospectus
supplement under "Specific Terms of the Notes."
The notes will be our unsecured senior obligations and will rank equally with all of our other senior
unsecured indebtedness that is not specifically subordinated to the notes.
Investing in the notes involves risks. See " Risk Factors" beginning on page S-12 of this
prospectus supplement and on page 1 of the accompanying prospectus.

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Final Prospectus Supplement
Underwriting
Discounts and
Proceeds to

Price to Public(1)
Commissions
us(1)

Per 2009 Note

100.000%
0.350%
99.650%
Total
$2,000,000,000 $ 7,000,000 $1,993,000,000
Per 2016 Note

99.577%
0.650%
98.927%
Total
$1,742,597,500 $ 11,375,000 $1,731,222,500
Per 2036 Note

99.528%
0.875%
98.653%
Total
$1,741,740,000 $ 15,312,500 $1,726,427,500
(1) Plus accrued interest, if any, from September 19, 2006.
Delivery of the notes in book-entry form only will be made on or about September 19, 2006.
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
Credit Suisse
UBS Investment Bank
Citigroup Goldman, Sachs & Co.
Senior Co-Managers
Banc of America Securities LLC BMO Capital Markets

BNP PARIBAS
Deutsche Bank Securities

LaSalle Capital Markets
Mitsubishi UFJ Securities
Morgan Stanley

RBS Greenwich Capital
Wachovia Securities
Co-Managers
Calyon Securities (USA) Inc.
DnB NOR Markets

Scotia Capital

SOCIETE GENERALE
Junior Co-Managers
BBVA Securities Inc.

BNY Capital Markets, Inc.
HVB Capital Markets, Inc.
Mellon Financial Markets
RBC Capital Markets
Wells Fargo

Securities
The date of this prospectus supplement is September 14, 2006.
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Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-i
SUMMARY

S-1
THE OFFERING

S-5
SUMMARY HISTORICAL FINANCIAL DATA OF ANADARKO

S-7
SUMMARY HISTORICAL FINANCIAL DATA OF KERR-MCGEE

S-8
SUMMARY HISTORICAL FINANCIAL DATA OF WESTERN

S-9
SUMMARY SELECTED UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA

S-10
SUMMARY HISTORICAL AND PRO FORMA RESERVE AND OPERATING DATA

S-11

Page
RISK FACTORS

S-12
USE OF PROCEEDS

S-15
CAPITALIZATION

S-16
RATIO OF EARNINGS TO FIXED CHARGES

S-17
OUR COMPANY

S-18
FINANCIAL CONDITION AND LIQUIDITY

S-21
SPECIFIC TERMS OF THE NOTES

S-23
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-28
UNDERWRITING

S-32
LEGAL MATTERS

S-36
EXPERTS

S-36
GLOSSARY OF OIL AND NATURAL GAS TERMS

G-1
Prospectus

Page
ABOUT THIS PROSPECTUS

i
WHERE YOU CAN FIND MORE INFORMATION

i
FORWARD-LOOKING STATEMENTS

ii
ABOUT US

1
RISK FACTORS

1

Page
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Final Prospectus Supplement
USE OF PROCEEDS

1
RATIO OF EARNINGS TO FIXED CHANGES

2
DESCRIPTION OF DEBT SECURITIES

3
DESCRIPTION OF COMMON STOCK

17
LEGAL MATTERS

19
EXPERTS

19

You should rely only on the information contained 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 in this
document may only be accurate on the date of this document.
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-i
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Final Prospectus Supplement
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-12 of this
prospectus supplement and on page 1 of the accompanying prospectus 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, including Kerr-McGee Corporation, or
Kerr-McGee, and Western Gas Resources, Inc., or Western, unless the context otherwise requires.
Unless otherwise indicated, pro forma financial results presented in this prospectus supplement give effect to
(i) the completion of the Kerr-McGee and Western mergers and (ii) the financing of the mergers through
borrowings of approximately $22.5 billion under our 364-day term loan agreement. Our historical financial
statements and the pro forma financial results in this prospectus supplement reflect the treatment of our
Canadian operations as discontinued operations.
The "Specific Terms 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 Gas Terms" beginning 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. Our primary line of business is the exploration, development, production and marketing
of natural gas, crude oil, condensate, NGLs and the treatment and transportation of natural gas and NGLs. Our
major areas of operations are located in the United States and Algeria. We are also active in Venezuela, Qatar
and several other countries. Our focus is on adding high-margin oil and natural gas reserves at competitive costs
and continuing to develop more efficient and effective ways of exploring for and producing oil and gas. In June
2006, we announced our intention to sell our Canadian oil and gas operations. This sale is part of a portfolio-
refocusing effort stemming from our acquisitions of Kerr-McGee and Western. We currently expect to use the
proceeds from the divestiture to repay debt.
We also engage in the hard minerals business through non-operated joint ventures and royalty arrangements in
several coal, trona (natural soda ash) and industrial mineral mines located on lands within and adjacent to our
Land Grant holdings. Our Land Grant holdings comprise an eight million acre strip running through portions of
Colorado, Wyoming and Utah where we own most of our fee mineral rights. We are committed to minimizing
the environmental impact of exploration and production activities in our worldwide operations through programs
such as carbon dioxide (CO2) sequestration and the reduction of surface area used for production facilities.
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Final Prospectus Supplement
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, 2005 and our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006, which are each incorporated by reference into this prospectus supplement.

S-1
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Final Prospectus Supplement
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Recent Developments
Kerr-McGee Merger
On August 10, 2006, we completed our acquisition of Kerr-McGee, which we refer to as the Kerr-McGee
merger. The aggregate cash consideration for the transaction was approximately $16.5 billion, including cash
payable to stockholders and holders of all equity awards net of applicable exercise prices. To finance the Kerr-
McGee merger, we borrowed approximately $17.0 billion under our $24.0 billion 364-day term loan agreement,
which we refer to as the Loan Agreement.
As of December 31, 2005, Kerr-McGee had proved reserves totaling 968 MMBOE, of which approximately 63%
was natural gas and approximately 30% was proven undeveloped.
Kerr-McGee's largest property concentrations are in the deepwater Gulf of Mexico and onshore in the Rocky
Mountain region. In addition to its domestic portfolio, Kerr-McGee produces oil and is continuing to develop and
explore offshore China, is pursuing the development of discoveries and continuing to explore on the North Slope
of Alaska and offshore Brazil, and is exploring offshore Australia, West Africa and the islands of Trinidad and
Tobago.
Western Merger
On August 23, 2006, we completed our acquisition of Western, which we refer to as the Western merger. The
aggregate cash consideration for the transaction was approximately $4.8 billion, including cash payable to
stockholders and holders of all equity awards net of applicable exercise prices. To finance the Western merger,
we borrowed approximately $5.5 billion under the 364-day term loan agreement. After giving effect to such
borrowing, the aggregate outstanding principal amount of our borrowings under this loan agreement was
approximately $22.5 billion, including amounts borrowed in connection with the Kerr-McGee merger.
As of December 31, 2005, Western had proved reserves totaling 153 MMBOE, of which approximately 97% was
natural gas and approximately 57% was proven undeveloped.
Western explores for, produces, gathers, processes and treats, transports and markets natural gas and NGLs. In its
upstream operations, Western explores for and produces natural gas reserves primarily in the Rocky Mountain
region of the United States and Canada. In its midstream operations, Western designs, constructs, owns and
operates natural gas gathering, processing and treating facilities. Western also owns and operates regulated
transportation facilities and offers marketing services in order to provide its customers with a broad range of
services from the wellhead to the sales delivery point. Western's midstream operations are conducted in major
gas-producing basins in the Rocky Mountain, Mid-Continent and West Texas regions of the United States.
Gulf of Mexico Shelf Divestiture
On August 24, 2006, we announced the completion of the divestiture of our Gulf of Mexico shelf subsidiary to
W&T Offshore, Inc. for pre-tax proceeds of approximately $1 billion, after adjusting for net cash flows
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Final Prospectus Supplement
subsequent to the October 1, 2005 effective date, which we have used to repay debt. Kerr-McGee had announced
the agreement to sell its shelf subsidiary to W&T Offshore on January 23, 2006.
Canadian LNG Terminal Project Divestiture
On July 10, 2006, we announced an agreement to sell Bear Head LNG Corporation, a wholly owned subsidiary
that is developing a liquefied natural gas receiving terminal at Point Tupper, Nova Scotia.

S-2
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Final Prospectus Supplement
Table of Contents
Under the agreement with U.S. Venture Energy, a private equity firm, we will receive $125 million, as well as an
18-month option to secure up to 350 MMcf/d of throughput capacity at competitive rates. The option period
begins once the transaction closes.
Canadian Subsidiary Divestiture
On September 14, 2006, we announced we agreed to sell our wholly owned subsidiary, Anadarko Canada
Corporation, to Canadian Natural Resources Ltd. for $4.24 billion, including estimated working capital
adjustments, as part of our portfolio-refocusing efforts related to the acquisitions of Kerr-McGee and Western.
Proceeds from the expected sale will be used to retire debt associated with the Kerr-McGee and Western mergers.
Anadarko Canada currently produces approximately 56,700 BOE/d, about 85% of which is natural gas. Year-end
2005 proved reserves in Canada totaled nearly 262 MMBOE, of which almost 85% were natural gas and 24%
were proven undeveloped.
The transaction, which will be effected by the sale of stock in Anadarko Canada, is subject to customary closing
conditions and purchase price adjustments and is expected to close by the end of October.
Strategic Rationale of Mergers with Kerr-McGee and Western
We believe that the acquisitions of Kerr-McGee and Western strongly complement our existing properties,
providing the scale and focus needed to deliver more robust, predictable and capital-efficient growth. These
transactions are consistent with our strategy, which is built around our core competencies in unconventional
resource development and high-impact exploration. Our strategy includes a solid North American foundation of
onshore resource plays, a leading deepwater Gulf of Mexico program and a focused international portfolio. Kerr-
McGee and Western strengthen our position in these three areas. Key components of the strategic fit include:

· World-class Reserve Base: As of December 31, 2005, Anadarko had 3.31 billion BOE of proved reserves

pro forma for the mergers and excluding discontinued operations, with 69% U.S. onshore, 18% U.S. Gulf
of Mexico, and 13% in international locations.

· Prolific U.S. Onshore Resource Base: As of December 31, 2005, pro forma for the mergers, Anadarko
had proved reserves in the Rocky Mountain region of 1.08 billion BOE and 200,000 BOE/d of net
production. The combination of Kerr-McGee's long-lived natural gas resource plays in Colorado and
Utah, along with Western's assets in Wyoming, combine with Anadarko's assets to make us one of the

largest producers in several of the most prolific basins in the region. Anadarko has a strong track record
of finding and developing unconventional resources in this region and Anadarko's drilling success rate in
this region was 100% in 2005. Kerr-McGee's Greater Natural Buttes and Wattenberg assets and
Western's Powder River Basin and Pinedale properties combine with our own projects in the Rockies to
make this region a substantial, lower risk contributor to our future growth profile.

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Document Outline

sec.gov
- #1">Final Prospectus Supplement