Obligation Anadarko Energy 5.75% ( US032511BE65 ) en USD

Anadarko Energy

100 % ⇌

Etas-Unis

US032511BE65 ( en USD )

5.75% par an ( paiement semestriel )

15/06/2014 - Obligation échue

Prospectus brochure de l'obligation Anadarko Petroleum US032511BE65 en USD 5.75%, échue

2 000 USD

275 000 000 USD

032511BE6

NR

NR

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 émise par Anadarko Energy ( Etas-Unis ) , en USD, avec le code ISIN US032511BE65, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2014

L'Obligation émise par Anadarko Energy ( Etas-Unis ) , en USD, avec le code ISIN US032511BE65, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Anadarko Energy ( Etas-Unis ) , en USD, avec le code ISIN US032511BE65, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d424b5.htm 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)
5.75% Senior Notes due 2014
$275,000,000
99.733% $274,265,750
6.95% Senior Notes due 2019
$300,000,000
98.881% $296,643,000
7.95% Senior Notes due 2039
$325,000,000
99.659% $323,891,750
Total
$900,000,000
-- $894,800,500 $49,929.87

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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P R O S P E C T U S S U P P L E M E N T
To Prospectus dated September 8, 2006

Anadarko Petroleum Corporation
$275,000,000 5.75% Senior Notes due 2014
$300,000,000 6.95% Senior Notes due 2019
$325,000,000 7.95% Senior Notes due 2039

We are offering an aggregate of $900,000,000 of our debt securities, consisting of 5.75% Senior Notes due 2014,
which will mature on June 15, 2014, 6.95% Senior Notes due 2019, which will mature on June 15, 2019, and
7.95% Senior Notes due 2039, which will mature on June 15, 2039. We refer to each such series of notes as the
2014 notes, the 2019 notes and the 2039 notes, respectively, and, collectively, as the notes.

We will pay interest on the notes each June 15 and December 15, beginning on December 15, 2009.

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-4 of this prospectus
supplement and in our Annual Report on Form 10-K for the year ended December 31, 2008.

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Underwriting
Price to
discounts and
Proceeds to
public(1)
commission
us(1)

Per 2014 note

99.733%

0.600%

99.133%
Total

$274,265,750
$
1,650,000
$272,615,750
Per 2019 note

98.881%

0.650%

98.231%
Total

$296,643,000
$
1,950,000
$294,693,000
Per 2039 note

99.659%

0.875%

98.784%
Total

$323,891,750
$
2,843,750
$321,048,000
(1) Before expenses and plus accrued interest, if any, from June 12, 2009.

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 June 12, 2009, 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

Citi Morgan Stanley
Banc of America Securities LLC
RBS

Senior Co-Managers

Mitsubishi UFJ Securities

BMO Capital Markets

BNP PARIBAS

Goldman, Sachs & Co.

Wachovia Securities

Junior Co-Managers
BBVA Securities
BNY Mellon Capital Markets,

LLC

CALYON
DnB NOR Markets

SOCIETE GENERALE

Standard Chartered Bank
The date of this prospectus supplement is June 9, 2009.

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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-4
Capitalization

S-6
Ratio of Earnings to Fixed Charges

S-7
Use of Proceeds

S-8
Description of the Notes

S-9
Material United States Federal Income Tax Considerations
S-12
Underwriting
S-16
Legal Matters
S-18
Experts
S-18
Where You Can Find More Information
S-18
Glossary of Oil and Natural Gas Terms

G-1

Prospectus

Page

About This Prospectus

i
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Where You Can Find More Information

i
Forward-Looking Statements

ii
About Us

1
Risk Factors

1
Use of Proceeds

1
Ratio of Earnings to Fixed Charges

2
Description of Debt Securities

3
Description of Common Stock

17
Legal Matters

19
Experts

19

S-i
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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
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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 "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. 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, 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 changes in environmental regulation, environmental risks and liability under
federal, state and foreign environmental laws and regulations, potential environmental or other obligations arising
from the former chemical business of Kerr-McGee Corporation, or Kerr-McGee, the securities, capital or credit
markets, our ability to repay debt or the interest thereon, continuation of our current common stock dividend, 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--
Results of Operations--Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the
year ended December 31, 2008, our Quarterly Report on Form 10-Q for the three months ended March 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.

S-iii
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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-4 of this
prospectus supplement and "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2008 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 2.28 billion BOE of proved reserves as of December 31, 2008. Our primary
business segments are vertically integrated within the oil and gas industry. These segments are managed
separately because of the nature of their products and services, as well as 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 natural gas liquids (NGLs). Our major areas of operation are located onshore in the United

States, the deepwater of the Gulf of Mexico and Algeria. We also have production in China and are
executing strategic exploration programs in several other countries, including Ghana and Brazil.

· Midstream--This segment engages in gathering, processing, treating and transporting Anadarko and third-

party oil and gas production. We own and operate natural gas gathering, treating and processing systems in
the United States.

· Marketing--This segment sells most of our production, as well as commodities 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 also have hard minerals properties that contribute to operating income through non-operated joint ventures
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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. The Land Grant is an 8 million acre strip running through
portions of Colorado, Wyoming and Utah and is where we own most of our fee mineral rights. We are committed
to minimizing our impact on the environment from exploration and production activities of our worldwide
operations through programs such as carbon dioxide (CO2) sequestration and the reduction of surface area used
for production facilities.

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, 2008 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.

S-1
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The Offering

Issuer
Anadarko Petroleum Corporation.

Securities offered
$900,000,000 aggregate principal amount of notes:

· $275,000,000 aggregate principal amount of 5.75% senior notes due

2014.

· $300,000,000 aggregate principal amount of 6.95% senior notes due

2019.

· $325,000,000 aggregate principal amount of 7.95% senior notes due

2039.

Maturity date
For the 2014 notes: June 15, 2014.

For the 2019 notes: June 15, 2019.

For the 2039 notes: June 15, 2039.

Interest payment dates
We will pay interest on the notes on June 15 and December 15 of
each year, beginning on December 15, 2009.

Ranking
The notes:

· are unsecured;

· rank equally with all of our existing and future senior indebtedness;

· are senior to any future subordinated indebtedness; and

· are effectively junior to our future secured indebtedness, if any, and to all
existing and future indebtedness and other liabilities of our subsidiaries. As

of March 31, 2009, our subsidiaries had outstanding $6.3 billion of
indebtedness, excluding intercompany indebtedness.

Sinking fund
None.

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Document Outline

#1">Local Disk
- #1">Prospectus Supplement