Obligation Anadarko Energy 6.375% ( US032511BH96 ) en USD

Anadarko Energy

100 % ⇌

Etas-Unis

US032511BH96 ( en USD )

6.375% par an ( paiement semestriel )

15/09/2017 - Obligation échue

Prospectus brochure de l'obligation Anadarko Petroleum US032511BH96 en USD 6.375%, échue

1 000 USD

2 000 000 000 USD

032511BH9

BBB ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

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 US032511BH96, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2017

L'Obligation émise par Anadarko Energy ( Etas-Unis ) , en USD, avec le code ISIN US032511BH96, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Anadarko Energy ( Etas-Unis ) , en USD, avec le code ISIN US032511BH96, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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

Maximum

Title of each class

aggregate

Amount of
of securities to be registered
offering price
registration fee(1)
6.375% Senior Notes due 2017
$ 2,000,000,000
$ 142,600

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

Prospectus Supplement
(To prospectus dated August 14, 2009)

Anadarko Petroleum Corporation

$2,000,000,000

6.375% Senior Notes due 2017
We are offering $2,000,000,000 aggregate principal amount of our 6.375% Senior Notes due 2017,
or the notes. We will pay interest on the notes on each March 15 and September 15, beginning on
March 15, 2011. The notes will be issued only in registered form in minimum denominations of
$2,000 and integral multiples of $1,000 in excess of $2,000.
The notes will be our senior unsecured obligations and will rank equally with all of our other existing
and future senior indebtedness that is not specifically subordinated to the notes, and will be
effectively subordinated to all of our future secured indebtedness, including the senior secured
revolving credit facility described in more detail under "Description of other indebtedness," and all
existing and future indebtedness of our subsidiaries.
We may redeem, at our option, all or part of the notes at any time, at a make-whole redemption
price plus accrued and unpaid interest to the date of redemption. See "Description of the notes--
Optional redemption." There are no sinking funds for the notes.
The notes will not be listed on any securities exchange. Currently, there is no public market for the
notes.

Investing in the notes involves risks. See "Risk factors" beginning on page S-7 of this
prospectus supplement and other information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission 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.

Underwriting

discounts and Proceeds to us,
Price to public(1) commissions before expenses(1)

Per note

100.00 %
1.75 %
98.25 %
Total
$ 2,000,000,000 $ 35,000,000 $ 1,965,000,000

(1) Plus accrued interest, if any, from August 12, 2010.
The underwriters expect to deliver the notes to purchasers in book-entry form only, through the
facilities of The Depository Trust Company, Clearstream Banking S.A. and Euroclear Bank
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S.A./N.V., as operator of the Euroclear System, on or about August 12, 2010 against payment
therefor in immediately available funds.
Lead Book-Running Managers

J.P. Morgan
Barclays Capital
Citi

Credit SuisseDeutsche Bank Securities Goldman, Sachs & Co

Morgan Stanley
UBS Investment Bank

Co-Managers

BofA Merrill Lynch
DnB NOR Markets
RBS

SOCIETE GENERALE
Wells Fargo Securities

August 9, 2010
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It is important for you to read and consider all information contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus and
other offering material related to the notes in making your investment decision. You
should also read and consider the information in the documents to which we have
referred you in "Where you can find more information" in this prospectus supplement
and in the accompanying prospectus.

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. Neither the delivery of this prospectus supplement and the
accompanying prospectus, nor any sale made hereunder, shall under any
circumstances create any implication that there has been no change in our affairs
since the date of this prospectus supplement, or that the information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus is accurate at any date other than the date on the cover page of those
documents.

Table of contents

Page

Prospectus supplement

About this prospectus supplement
S-ii
Forward-looking statements
S-ii
Summary
S-1
Risk factors
S-7
Use of proceeds
S-11
Capitalization
S-12
Ratio of earnings to fixed charges
S-13
Description of other indebtedness
S-14
Description of the notes
S-16
Material United States federal income tax considerations
S-22
Underwriting
S-27
Conflicts of interest
S-32
Legal matters
S-33
Experts
S-33
Where you can find more information
S-33
Glossary of oil and natural gas terms
G-1

Page

Prospectus
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
25
Description of depositary shares
30
Legal matters
33
Experts
33
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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.

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 domestically 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, deepwater drilling and
permitting regulations, derivatives reform, changes in state, federal and foreign corporate
taxes, environmental regulation, environmental risks and liability under federal, state, foreign,
and local environmental laws and regulations, the outcome of events in the Gulf of Mexico
related to the Deepwater Horizon events, including the success of the relief wells in
permanently plugging the Macondo well, BP Exploration & Production Inc.'s response and
clean-up efforts, current and potential legal

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proceedings, environmental or other obligations arising under the joint operating agreement
for the Macondo well, the Oil Pollution Act of 1990 and other regulatory obligations, the
impact of the deepwater drilling moratorium and resulting legislative and regulatory changes
on our Gulf of Mexico and international offshore operations, current and potential legal
proceedings, environmental or other obligations related to Tronox Incorporated, the
creditworthiness of our financial counterparties as operating partners, the securities, capital
or credit markets, our ability to repay debt, the impact of downgrades to our credit rating, our
ability to post required collateral, if requested, and our ability to improve our credit rating, the
outcome of any proceedings related to the Algerian exceptional profits tax, the closing of the
senior secured revolving credit facility on terms similar to those described in "Description of
other indebtedness," and other factors discussed in "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our Annual
Report on Form 10-K for the year ended December 31, 2009, our Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010, 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.

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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-7 of this prospectus
supplement and "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2009 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2010 and June 30, 2010 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 otherwise indicated or 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 world's largest independent oil and
natural gas exploration and production companies, 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. We have operations located onshore in
the United States and in the deepwater Gulf of Mexico, as well as in Algeria and
China, and activities in Brazil, 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.

· 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 market the oil we produce in 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, and our
Quarterly Reports on
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Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010, which are each
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.

Recent developments

Anadarko financing activities
In July 2010, we obtained firm commitments from a group of banks for $6.5 billion in
new financing in the form of a $5.0 billion senior secured revolving credit facility that
would mature five years after closing (the "senior secured revolving credit facility"), and
a $1.5 billion senior secured term loan facility that would mature six years after closing
(the "senior secured term loan facility," and together with the senior secured revolving
credit facility, the "Facilities"). As a result of this offering of the notes, we will not enter
into the senior secured term loan facility. Upon closing of the senior secured revolving
credit facility, expected to occur in the third quarter of 2010, the senior secured
revolving credit facility will replace our existing $1.3 billion revolving credit agreement,
currently scheduled to mature in March 2013. A portion of the net proceeds of this
offering will be used to repay the outstanding amount of a note payable to Trinity
Associates LLC, an unconsolidated affiliate of the Company (the "Midstream Subsidiary
Note"). The net proceeds from this offering in excess of such amount will be used for
general corporate purposes, including the refinancing of other near-term debt
maturities. The Midstream Subsidiary Note currently is scheduled to mature in
December 2012 and had approximately $1.3 billion outstanding at June 30, 2010.
The senior secured revolving credit facility will be secured by certain of our exploration
and production assets located in the United States, and 65% of the capital stock of
certain of our foreign subsidiaries. The closing of the senior secured revolving credit
facility is conditioned upon our issuing at least $1.5 billion combined in principal amount
of notes in this offering and/or the senior secured term loan facility and the repayment
of the outstanding amount on the Midstream Subsidiary Note. The closing of this
offering is not conditioned upon the closing of the Facilities.
The senior secured revolving credit facility will enhance our liquidity position by
providing substantial additional borrowing capacity, if needed, relative to our existing
revolving credit agreement, and by refinancing a substantial portion of our debt that is
scheduled to mature over the next three years.
For a more detailed description of the senior secured revolving credit facility, please
see "Description of other indebtedness."

Asset contribution to Western Gas Partners
On August 2, 2010, we agreed to a contribution of the Wattenberg gathering system
and related assets located in the DJ Basin of northeastern Colorado to Western Gas
Partners, LP (NYSE: WES) for total consideration of $498 million. Under the terms of
the contribution agreement, we assigned to WES our 100% ownership interest in Kerr-
McGee Gathering LLC, which owns the Wattenberg gathering system and related
facilities, including the Fort Lupton processing plant.
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