Obligation Anadarko Petroleum 3.45% ( US032511BJ52 ) en USD

Anadarko Petroleum

92.24 % ⇌

Etats-unis

US032511BJ52 ( en USD )

3.45% par an ( paiement semestriel )

14/07/2024

Prospectus brochure de l'obligation Anadarko Petroleum US032511BJ52 en USD 3.45%, échéance 14/07/2024

2 000 USD

247 965 000 USD

032511BJ5

BB- ( Spéculatif )

N/A

15/07/2024 ( Dans 81 jours )

L'Obligation émise par Anadarko Petroleum ( Etats-unis ) , en USD, avec le code ISIN US032511BJ52, paye un coupon de 3.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2024
L'Obligation émise par Anadarko Petroleum ( Etats-unis ) , en USD, avec le code ISIN US032511BJ52, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-192219
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Class of securities registered

Offering Price

Registration Fee
3.45% Senior Notes due 2024
$625,000,000
$ 80,500(1)
4.50% Senior Notes due 2044
$625,000,000
$ 80,500(1)

(1) The filing fee, calculated in accordance with Rule 457(r), was transmitted to the Securities and Exchange Commission on July 2,
2014 in connection with the securities offered from Registration Statement File No. 333-192219 by means of this prospectus
supplement.
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Prospectus Supplement
(To prospectus dated November 8, 2013)

$625,000,000 3.45% Senior Notes due 2024
$625,000,000 4.50% Senior Notes due 2044
We are offering $625,000,000 aggregate principal amount of our 3.45% Senior Notes due 2024 (the "2024 notes") and $625,000,000 aggregate
principal amount of our 4.50% Senior Notes due 2044 (the "2044 notes" and, together with the 2024 notes, the "notes"). We wil pay interest on
the 2024 notes on each January 15 and July 15, beginning on January 15, 2015. We wil pay interest on the 2044 notes on each January 15 and
July 15, beginning on January 15, 2015. The notes wil 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 wil rank equally with all of our other existing and future senior indebtedness that is not
specifically subordinated to the notes, will be effectively subordinated to all of our future secured indebtedness and wil be structurally
subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.
We may, at our option, at any time and from time to time, redeem either series of the notes, in whole or in part, prior to their maturity as described
herein under "Description of the notes--Optional redemption." There are no sinking funds for the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 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.

Per 2024 note Total 2024 notes Per 2044 note Total 2044 notes
Initial price to public(1)

99.831% $
623,943,750
99.330% $
620,812,500
Underwriting discounts and commissions

0.650% $
4,062,500
0.875% $
5,468,750
Proceeds before expenses to Anadarko

99.181% $
619,881,250
98.455% $
615,343,750

(1) Plus accrued interest, if any, from July 7, 2014.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. Delivery of the notes, in book-entry
form, wil be made on or about July 7, 2014.
Joint Book-Running Managers

Barclays

BofA Merrill Lynch
Deutsche Bank Securities
Citigroup

J.P. Morgan

RBS
Co-Managers

MUFG

Wells Fargo Securities
BNP PARIBAS
Credit Suisse
Credit Agricole CIB
DNB Markets

Goldman, Sachs & Co.
Morgan Stanley
Scotiabank
SOCIETE GENERALE

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SMBC Nikko
Standard Chartered Bank
UBS Investment Bank

Standard Bank
BNY Mellon Capital Markets, LLC

The date of this prospectus is July 1, 2014
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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 prospectus supplement, the
accompanying prospectus and any free writing prospectus prepared by us or on our behalf relating to this offering of notes. We
have not, and the underwriters have not, authorized anyone to provide you with information that is different. We and the
underwriters are offering to sell the notes, and seeking offers to buy the notes, only in jurisdictions where such offers and
sales are permitted. 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

Ratio of earnings to fixed charges
S-7

Risk factors
S-8

Use of proceeds
S-11
Capitalization
S-12
Description of other indebtedness
S-13
Description of the notes
S-14
Material United States federal income tax considerations
S-20
Underwriting
S-25
Legal matters
S-30
Experts
S-30
Where you can find more information
S-30

Page
Prospectus

About this Prospectus
1
Where You Can Find More Information
2
Forward-Looking Statements
3
About Us
5
Risk Factors
6
Use of Proceeds
7
Ratio of Earnings to Fixed Charges
8
Description of Debt Securities
9
Description of Capital Stock
24
Description of Depositary Shares
28
Plan of Distribution
30
Legal Matters
32
Experts
32

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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.
The statements in this prospectus supplement and the accompanying prospectus pertaining to the content of any contract,
agreement or other document that is an exhibit to the registration statement necessarily are summaries of their material provisions, and
we qualify them in their entirety by reference to those exhibits for complete statements of their provisions.
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, among other things, information concerning future production and reserves, schedules, plans, timing of
development, contributions from oil and gas properties, marketing and midstream activities 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, 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 be realized. We undertake 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 our expectations include, but are not limited to, the following risks and uncertainties:

·
our assumptions about energy markets

·
production and sales volume levels

·

reserves
levels

·

operating
results

·

competitive
conditions

·

technology

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·
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 natural gas, crude oil, natural gas liquids

(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
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

·
our inability to timely obtain or maintain permits, including those necessary for drilling and/or development projects

·
legislative or regulatory changes, including retroactive royalty or production tax regimes; hydraulic-fracturing regulation;
deepwater drilling and permitting regulations; derivatives reform; changes in state, federal, and foreign income taxes;

environmental regulation; environmental risks; and liability under federal, state, foreign, and local environmental laws and
regulations

·
ability of BP Exploration & Production Inc. (BP) to meet its indemnification obligations to us for Deepwater Horizon
events, including, among other things, damage claims arising under the Oil Pollution Act of 1990, claims for natural resource

damages and associated damage-assessment costs, and any claims arising under the Operating Agreement for the Macondo
well, as well as the ability of BP Corporation North America Inc. and BP p.l.c. to satisfy their guarantees of such
indemnification obligations

·
impact of remaining claims related to the Deepwater Horizon events, including, but not limited to, fines, penalties, and

punitive damages against us, for which we are not indemnified by BP

·
current and potential legal proceedings, or environmental or other obligations related to or arising from Tronox Incorporated

(Tronox)

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

·
creditworthiness and performance of our 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

·
our ability to successfully monetize select assets, repay our debt, and the impact of changes in our credit ratings

·
disruptions in international crude oil cargo shipping activities

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·
physical, digital, internal, and external security breaches

·
supply and demand, technological, political, and commercial conditions associated with long-term development and

production projects in domestic and international locations

·
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 our Annual Report on Form 10-K for the

year ended December 31, 2013, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, and in our other
public filings, press releases, and discussions with management

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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-8 of this prospectus supplement and "Risk
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013, and our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2014, 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.
Anadarko Petroleum Corporation
General
Anadarko Petroleum Corporation is among the world's largest independent exploration and production companies, with 2.8
billion barrels of oil equivalent of proved reserves as of December 31, 2013.
Our mission is to deliver a competitive and sustainable rate of return to shareholders by developing, acquiring, and exploring
for oil and natural-gas resources vital to the world's health and welfare. Our asset portfolio is aimed at delivering long-term
value to stakeholders by combining a large inventory of development opportunities in the U.S. onshore with high-potential
worldwide offshore exploration and development activities.
Our asset portfolio includes U.S. onshore resource plays in the Rocky Mountains area, the southern United States, the
Appalachian basin, and Alaska. We are also among the largest independent producers in the deepwater Gulf of Mexico, and have
production and exploration activities worldwide, including activities in Algeria, Mozambique, Ghana, Brazil, Kenya, Côte
d'Ivoire, Liberia, Sierra Leone, New Zealand, Colombia, South Africa, and other countries.
We are committed to producing energy in a manner that protects the environment and public health. Our focus is to deliver
resources to the world while upholding our core values of integrity and trust, servant leadership, people and passion, commercial
focus, and open communication in all business activities.
Our business segments are managed separately due to distinct operational differences and unique technology, distribution, and
marketing requirements. Our three reporting segments are as follows:
Oil and gas exploration and production--This segment explores for and produces natural gas, crude oil, condensate, and
natural gas liquids (NGLs), and plans for the development and operation of our liquefied natural gas (LNG) project.
Midstream--This segment engages in gathering, processing, treating, and transporting Anadarko and third-party oil,
natural-gas, and NGLs production. We own and operate gathering, processing, treating, and transportation systems in the
United States for natural gas, crude oil, and NGLs.
Marketing--This segment sells much of our production, as well as third-party purchased volumes. We actively market oil,
natural gas, and NGLs in the United States; oil from Algeria and Ghana; and anticipated LNG production from Mozambique.

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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, 2013, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, 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. We maintain a website on the Internet at http://www.anadarko.com. Information that you may find on
our website is not part of this prospectus supplement.
Recent developments
On June 17, 2014, Anadarko entered into a credit agreement (the "Five-Year Credit Agreement") among Anadarko, as
borrower, JPMorgan Chase Bank, N.A., as the administrative agent, Wells Fargo Bank, National Association, as syndication
agent, Bank of America, N.A., Citibank, N.A., The Royal Bank of Scotland plc and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
co-documentation agents, and the additional lenders party thereto, providing for a five-year senior unsecured revolving credit
facility (the "Five-Year Credit Facility"). The aggregate initial commitments of the lenders under the Five-Year Credit Facility
are $3.0 billion. The Five-Year Credit Facility contains an uncommitted accordion feature under which the aggregate
commitments thereunder can be increased to up to $4.0 billion under certain circumstances.
Also on June 17, 2014, Anadarko entered into a 364-Day revolving credit agreement (the "364-Day Credit Agreement", and
together with the Five-Year Credit Agreement, the "Credit Agreements") among Anadarko, as borrower, JPMorgan Chase Bank,
N.A., as the administrative agent, Wells Fargo Bank, National Association, as syndication agent, Bank of America, N.A.,
Citibank, N.A., The Royal Bank of Scotland plc and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and
the additional lenders party thereto, providing for a 364-Day senior unsecured revolving credit facility (the "364-Day Credit
Facility", and together with the Five-Year Credit Facility, the "Credit Facilities"). The aggregate commitments of the lenders
under the 364-Day Credit Facility are $2.0 billion.
The availability of borrowings under the 364-Day Credit Facility and of borrowings and letters of credit under the Five-Year
Credit Facility is subject to the satisfaction of certain customary conditions precedent and the following:

·
The administrative agent shall have received evidence reasonably satisfactory to it that all amounts owing under
Anadarko's $5.0 billion five-year senior secured revolving credit facility have been repaid in full, all commitments

thereunder have been terminated or cancelled and all liens associated therewith have been released or terminated,
subject only to the filing of applicable terminations, releases or assignments;

·
the U.S. District Court for the Southern District of New York shall have (i) entered an order approving the Settlement
Agreement, dated April 3, 2014, as amended, modified, supplemented or restated from time to time, by and among the

Litigation Trust, the United States (on behalf of certain governmental agencies), and Anadarko, Kerr-McGee Corporation
and certain of its subsidiaries (the "Tronox Settlement Agreement"); and (ii) issued an injunction barring certain
third-party claims; and

·
Anadarko shall have paid the Settlement Proceeds (as defined in the Tronox Settlement Agreement) when due pursuant to

the terms of the Tronox Settlement Agreement.
Such conditions precedent must be satisfied or waived by the requisite lenders under each Credit Facility by December 1,
2014, or the commitments under such Credit Facility will terminate. If such conditions are not satisfied or waived prior to
October 15, 2014, ticking fees will accrue on the aggregate commitments under each Credit Facility from such date until the
availability date thereof or the date of termination of the commitments thereunder. These ticking fees will vary depending on
Anadarko's credit ratings.

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The Five-Year Credit Facility will mature on the fifth anniversary of the availability date thereunder, while the 364-Day
Credit Facility will mature on the 364th day after the availability date thereunder.
Borrowings under the Credit Facilities generally will bear interest under one of two rate options, at Anadarko's election, at
either LIBOR (or EURIBOR in the case of borrowings under the Five-Year Credit Facility denominated in Euro) or an alternate
base rate, in each case plus an applicable margin. This applicable margin will vary depending on Anadarko's credit ratings.
Following the availability date of each Credit Facility, Anadarko will be required to pay a facility fee on the aggregate
commitments under each Credit Facility regardless of use, at the rate described above with respect to ticking fees.
The Five-Year Credit Facility contains a sublimit of $750 million for the issuance of letters of credit, $600 million of which
has been committed to by the initial issuing lenders thereunder, and a $1.0 billion sublimit for borrowings denominated in Euro,
Pounds Sterling or Yen.
The proceeds from the Credit Facilities may be used by Anadarko and its subsidiaries (other than Western Gas Equity
Partners, LP, Western Gas Partners, LP and their respective subsidiaries) for general corporate purposes.
The Credit Agreements provide for certain affirmative and negative covenants, including a financial covenant requiring
maintenance of a consolidated indebtedness to total capitalization ratio of no greater than 65%, limitations on certain secured
indebtedness, limitations on sale and leaseback transactions and limitations on mergers and other fundamental changes. In
addition, each Credit Agreement contains customary representations, warranties and events of default. Upon the occurrence of an
event of default, the requisite lenders may terminate the commitments under the applicable Credit Facility and require immediate
repayment of all borrowings outstanding thereunder and, in the case of the Five-Year Credit Facility, the cash collateralization of
all letters of credit outstanding thereunder. Such termination and acceleration will occur automatically in the event of certain
bankruptcy events. Anadarko will not be subject to the covenants and events of default contained in each Credit Agreement until
the availability date of the Credit Facility governed by such Credit Agreement.

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