10-Q
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
or
[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from        to        
Commission File No. 1-8968
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
76-0146568
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(Address of principal executive offices)
Registrant’s telephone number, including area code (832) 636-1000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer      Accelerated filer      Non-accelerated filer      Smaller reporting company  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of shares outstanding of the Company’s common stock at October 19, 2015, is shown below:
Title of Class
 
Number of Shares Outstanding
Common Stock, par value $0.10 per share
 
508,142,751



TABLE OF CONTENTS
 
 
 
 
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Item 1.
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
Item 1.
Item 1A.
Item 2.
Item 6.



Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements
ANADARKO PETROLEUM CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
millions except per-share amounts
 
2015
 
2014
 
2015
 
2014
Revenues and Other
 
 
 
 
 
 
 
 
Natural-gas sales
 
$
484

 
$
830

 
$
1,612

 
$
3,038

Oil and condensate sales
 
1,229

 
2,637

 
4,264

 
7,766

Natural-gas liquids sales
 
183

 
424

 
644

 
1,221

Gathering, processing, and marketing sales
 
334

 
339

 
932

 
928

Gains (losses) on divestitures and other, net
 
(542
)
 
780

 
(807
)
 
2,340

Total
 
1,688

 
5,010

 
6,645

 
15,293

Costs and Expenses
 
 
 
 
 
 
 
 
Oil and gas operating
 
262

 
275

 
784

 
861

Oil and gas transportation and other
 
271

 
322

 
921

 
869

Exploration
 
1,074

 
199

 
2,260

 
1,000

Gathering, processing, and marketing
 
289

 
269

 
798

 
771

General and administrative
 
345

 
381

 
933

 
984

Depreciation, depletion, and amortization
 
1,111

 
1,163

 
3,581

 
3,335

Other taxes
 
127

 
306

 
460

 
981

Impairments
 
758

 
394

 
3,571

 
514

Deepwater Horizon settlement and related costs
 

 
3

 
4

 
96

Total
 
4,237

 
3,312

 
13,312

 
9,411

Operating Income (Loss)
 
(2,549
)
 
1,698

 
(6,667
)
 
5,882

Other (Income) Expense
 
 
 
 
 
 
 
 
Interest expense
 
199

 
204

 
616

 
573

(Gains) losses on derivatives, net
 
282

 
(323
)
 
123

 
453

Other (income) expense, net
 
47

 
24

 
109

 
12

Tronox-related contingent loss
 

 
19

 
5

 
4,338

Total
 
528

 
(76
)
 
853

 
5,376

Income (Loss) Before Income Taxes
 
(3,077
)
 
1,774

 
(7,520
)
 
506

Income tax expense (benefit)
 
(917
)
 
627

 
(2,232
)
 
1,719

Net Income (Loss)
 
(2,160
)
 
1,147

 
(5,288
)
 
(1,213
)
Net income attributable to noncontrolling interests
 
75

 
60

 
154

 
142

Net Income (Loss) Attributable to Common Stockholders
 
$
(2,235
)
 
$
1,087

 
$
(5,442
)
 
$
(1,355
)
 
 
 
 
 
 
 
 
 
Per Common Share
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders—basic
 
$
(4.41
)
 
$
2.13

 
$
(10.73
)
 
$
(2.69
)
Net income (loss) attributable to common stockholders—diluted
 
$
(4.41
)
 
$
2.12

 
$
(10.73
)
 
$
(2.69
)
Average Number of Common Shares Outstanding—Basic
 
508

 
506

 
508

 
505

Average Number of Common Shares Outstanding—Diluted
 
508

 
508

 
508

 
505

Dividends (per common share)
 
$
0.27

 
$
0.27

 
$
0.81

 
$
0.72


See accompanying Notes to Consolidated Financial Statements.

2

Table of Contents

ANADARKO PETROLEUM CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
millions
 
2015
 
2014
 
2015
 
2014
Net Income (Loss)
 
$
(2,160
)
 
$
1,147

 
$
(5,288
)
 
$
(1,213
)
Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
Adjustments for derivative instruments
 
 
 
 
 
 
 
 
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
 
2

 
2

 
7

 
7

Income taxes on reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
 
(1
)
 
(1
)
 
(3
)
 
(3
)
Total adjustments for derivative instruments, net of taxes
 
1

 
1

 
4

 
4

Adjustments for pension and other postretirement plans
 
 
 
 
 
 
 
 
Amortization of net actuarial (gain) loss to general and administrative expense
 
13

 
7

 
39

 
21

Income taxes on amortization of net actuarial (gain) loss to general and administrative expense
 
(5
)
 
(2
)
 
(14
)
 
(7
)
Amortization of net prior service (credit) cost to general and administrative expense
 
1

 

 
2

 

Income taxes on amortization of net prior service (credit) cost to general and administrative expense
 
(1
)
 

 
(1
)
 

Total adjustments for pension and other postretirement plans, net of taxes
 
8

 
5

 
26

 
14

Total
 
9

 
6

 
30

 
18

Comprehensive Income (Loss)
 
(2,151
)
 
1,153

 
(5,258
)
 
(1,195
)
Comprehensive income attributable to noncontrolling interests
 
75

 
60

 
154

 
142

Comprehensive Income (Loss) Attributable to Common Stockholders
 
$
(2,226
)
 
$
1,093

 
$
(5,412
)
 
$
(1,337
)


See accompanying Notes to Consolidated Financial Statements.

3

Table of Contents

ANADARKO PETROLEUM CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
millions
 
September 30,
2015
 
December 31,
2014
ASSETS
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
$
2,072

 
$
7,369

Accounts receivable (net of allowance of $8 million and $7 million)
 
 
 
 
Customers
 
833

 
1,118

Others
 
1,636

 
1,409

Other current assets
 
646

 
1,325

Total
 
5,187

 
11,221

Properties and Equipment
 
 
 
 
Cost
 
70,387

 
75,107

Less accumulated depreciation, depletion, and amortization
 
35,006

 
33,518

Net properties and equipment
 
35,381

 
41,589

Other Assets
 
2,271

 
2,310

Goodwill and Other Intangible Assets
 
6,343

 
6,569

Total Assets
 
$
49,182

 
$
61,689

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current Liabilities
 
 
 
 
Accounts payable
 
$
3,074

 
$
3,683

Current asset retirement obligations
 
334

 
257

Accrued expenses
 
907

 
994

Short-term debt
 
33

 

Deepwater Horizon settlement and related costs
 
90

 
90

Tronox-related contingent liability
 

 
5,210

Total
 
4,438

 
10,234

Long-term Debt
 
15,892

 
15,092

Other Long-term Liabilities
 
 
 
 
Deferred income taxes
 
6,090

 
9,249

Asset retirement obligations
 
1,670

 
1,796

Other
 
4,040

 
3,000

Total
 
11,800

 
14,045

 
 
 
 
 
Equity
 
 
 
 
Stockholders’ equity
 
 
 
 
Common stock, par value $0.10 per share (1.0 billion shares authorized, 527.8 million and 525.9 million shares issued)
 
52

 
52

Paid-in capital
 
9,224

 
9,005

Retained earnings
 
6,268

 
12,125

Treasury stock (19.7 million and 19.3 million shares)
 
(978
)
 
(940
)
Accumulated other comprehensive income (loss)
 
(487
)
 
(517
)
Total Stockholders’ Equity
 
14,079

 
19,725

Noncontrolling interests
 
2,973

 
2,593

Total Equity
 
17,052

 
22,318

Total Liabilities and Equity
 
$
49,182

 
$
61,689


See accompanying Notes to Consolidated Financial Statements.

4

Table of Contents

ANADARKO PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
 
 
Total Stockholders’ Equity
 
 
 
 
 
 
Common
Stock
 
Paid-in
Capital
 
Retained
Earnings
 
Treasury
Stock
 
Accumulated Other
Comprehensive
Income (Loss)
 
Non-
controlling
Interests
 
Total
Equity
millions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
 
$
52

 
$
9,005

 
$
12,125

 
$
(940
)
 
$
(517
)
 
$
2,593

 
$
22,318

Net income (loss)
 

 

 
(5,442
)
 

 

 
154

 
(5,288
)
Common stock issued
 

 
154

 

 

 

 

 
154

Dividends—common stock
 

 

 
(415
)
 

 

 

 
(415
)
Repurchase of common stock
 

 

 

 
(38
)
 

 

 
(38
)
Subsidiary equity transactions
 

 
65

 

 

 

 
86

 
151

Issuance of tangible equity units
 

 

 

 

 

 
348

 
348

Distributions to noncontrolling interest owners
 

 

 

 

 

 
(208
)
 
(208
)
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
 

 

 

 

 
4

 

 
4

Adjustments for pension and other postretirement plans
 

 

 

 

 
26

 

 
26

Balance at September 30, 2015
 
$
52

 
$
9,224

 
$
6,268

 
$
(978
)
 
$
(487
)
 
$
2,973

 
$
17,052



See accompanying Notes to Consolidated Financial Statements.

5

Table of Contents

ANADARKO PETROLEUM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Nine Months Ended 
 September 30,
millions
 
2015
 
2014
Cash Flows from Operating Activities
 
 
 
 
Net income (loss)
 
$
(5,288
)
 
$
(1,213
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
 
 
 
 
Depreciation, depletion, and amortization
 
3,581

 
3,335

Deferred income taxes
 
(2,627
)
 
(210
)
Dry hole expense and impairments of unproved properties
 
1,993

 
743

Impairments
 
3,571

 
514

(Gains) losses on divestitures, net
 
1,003

 
(2,194
)
Total (gains) losses on derivatives, net
 
123

 
462

Operating portion of net cash received (paid) in settlement of derivative instruments
 
251

 
(138
)
Other
 
219

 
195

Changes in assets and liabilities
 
 
 
 
Deepwater Horizon settlement and related costs
 

 
93

Tronox-related contingent liability
 
(5,210
)
 
4,338

(Increase) decrease in accounts receivable
 
23

 
104

Increase (decrease) in accounts payable and accrued expenses
 
(573
)
 
710

Other items—net
 
800

 
(225
)
Net cash provided by (used in) operating activities
 
(2,134
)
 
6,514

Cash Flows from Investing Activities
 
 
 
 
Additions to properties and equipment and dry hole costs
 
(4,861
)
 
(7,289
)
Divestitures of properties and equipment and other assets
 
1,248

 
4,770

Other—net
 
(83
)
 
(376
)
Net cash provided by (used in) investing activities
 
(3,696
)
 
(2,895
)
Cash Flows from Financing Activities
 
 
 
 
Borrowings, net of issuance costs
 
4,810

 
2,370

Repayments of debt
 
(4,024
)
 
(1,255
)
Financing portion of net cash received (paid) for derivative instruments
 
(44
)
 
(222
)
Increase (decrease) in outstanding checks
 
(103
)
 
134

Dividends paid
 
(415
)
 
(368
)
Repurchase of common stock
 
(38
)
 
(36
)
Issuance of common stock, including tax benefit on share-based compensation awards
 
21

 
117

Sale of subsidiary units
 
187

 
434

Issuance of tangible equity units — equity component
 
348

 

Distributions to noncontrolling interest owners
 
(208
)
 
(157
)
Net cash provided by (used in) financing activities
 
534

 
1,017

Effect of Exchange Rate Changes on Cash
 
(1
)
 
1

Net Increase (Decrease) in Cash and Cash Equivalents
 
(5,297
)
 
4,637

Cash and Cash Equivalents at Beginning of Period
 
7,369

 
3,698

Cash and Cash Equivalents at End of Period
 
$
2,072

 
$
8,335



See accompanying Notes to Consolidated Financial Statements.

6

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1. Summary of Significant Accounting Policies

General  Anadarko Petroleum Corporation is engaged in the exploration, development, production, and marketing of natural gas, oil, condensate, natural gas liquids (NGLs), and the anticipated production of liquefied natural gas (LNG). In addition, the Company engages in the gathering, processing, treating, and transporting of natural gas, oil, and NGLs. The Company also participates in the hard-minerals business through royalty arrangements. Unless the context otherwise requires, the terms “Anadarko” and “Company” refer to Anadarko Petroleum Corporation and its consolidated subsidiaries.

Basis of Presentation  The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the Company’s consolidated financial statements. Certain prior-period amounts have been reclassified to conform to the current-period presentation.

Use of Estimates  The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, including those related to proved reserves; the value of properties and equipment; goodwill; intangible assets; asset retirement obligations; litigation liabilities; environmental liabilities; pension assets, liabilities, and costs; income taxes; and fair values. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Recently Issued Accounting Standards  The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03, Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30)—Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. These ASUs will simplify the presentation of debt issuance costs by requiring such costs, except for those related to revolving credit facilities, to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, rather than as an asset. These ASUs are effective for annual and interim periods beginning in 2016 and are required to be adopted using a retrospective approach, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements.
The FASB issued ASU 2015-02, Consolidation—Amendments to the Consolidation Analysis. This ASU will simplify existing requirements by reducing the number of acceptable consolidation models and placing more emphasis on risk of loss when determining a controlling financial interest. The provisions will affect how limited partnerships and similar entities are assessed for consolidation, including the elimination of the presumption that a general partner should consolidate a limited partnership. This ASU is effective for annual and interim periods beginning in 2016 and is required to be adopted using a retrospective or modified retrospective approach, with early adoption permitted. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.
The FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and industry-specific guidance in Subtopic 932-605, Extractive Activities—Oil and Gas—Revenue Recognition, and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The effective date for ASU 2014-09 was delayed through the issuance of ASU 2015-14, Revenue from Contracts with Customers—Deferral of the Effective Date, to annual and interim periods beginning in 2018 and is required to be adopted using one of two retrospective application methods, with early adoption permitted in 2017. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.


7

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2. Acquisitions, Divestitures, and Assets Held for Sale

Acquisitions  In November 2014, Western Gas Partners, LP (WES), a publicly traded consolidated subsidiary, acquired Nuevo Midstream, LLC (Nuevo) for $1.554 billion. Following the acquisition, WES changed the name of Nuevo to Delaware Basin Midstream, LLC (DBM). The acquisition constitutes a business combination and was accounted for using the acquisition method of accounting. The fair-value measurements of the assets acquired and liabilities assumed at the acquisition date were preliminary as of September 30, 2015, pending final review of certain support related to the entity’s assets and liabilities. There were no material changes to the fair value of assets acquired and liabilities assumed from the amounts included on the Company’s Consolidated Balance Sheet at December 31, 2014.

Divestitures and Assets Held for Sale  For the nine months ended September 30, 2015, the Company received $1.2 billion in proceeds from divestitures and recognized net losses of $1.0 billion.

Divestitures  During the third quarter of 2015, the Company sold certain coalbed methane properties in the Rocky Mountains Region (Rockies) for net proceeds of $107 million, after closing adjustments, and recognized a loss of $440 million. These properties were included in the oil and gas exploration and production reporting segment.
The sale of certain U.S. onshore oil and gas exploration and production properties and related midstream assets in East Texas, with an original sales price of $440 million, closed in July 2015 for net proceeds of $426 million after closing adjustments. During the nine months ended September 30, 2015, the Company recognized a loss of $110 million.
The sale of certain enhanced oil recovery (EOR) assets in the Rockies included in the oil and gas exploration and reporting segment, with an original sales price of $703 million, closed in April 2015 for net proceeds of $686 million after closing adjustments. During the nine months ended September 30, 2015, the Company recognized a loss of $344 million.

Assets Held for Sale  Certain coalbed methane midstream assets in the Rockies satisfied criteria to be considered held for sale during the third quarter of 2015, at which time the Company remeasured them to their current fair value using a market approach and Level 2 fair-value measurement and recognized a loss of $100 million. The sale of these assets is expected to close in the fourth quarter of 2015 for a sales price of $80 million, subject to closing adjustments.
Gains and losses on assets held for sale are included in gains (losses) on divestitures and other, net in the Company’s Consolidated Statements of Income. At September 30, 2015, the balances of assets and liabilities associated with assets held for sale were not material.

3. Inventories

The following summarizes the major classes of inventories included in other current assets:
millions
September 30,
2015
 
December 31,
2014
Oil
$
108

 
$
133

Natural gas
37

 
27

NGLs
57

 
83

Total inventories
$
202

 
$
243



8

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

4. Impairments

The following summarizes impairments of proved properties and the related post-impairment fair values by segment:
  
Three Months Ended
 
Nine Months Ended
millions
Impairment
 
Fair Value (1)
 
Impairment
 
Fair Value (1)
September 30, 2015
 
 
 
 
 
 
 
Oil and gas exploration and production
 
 
 
 
 
 
 
Long-lived assets held for use
 
 
 
 
 
 
 
U.S. onshore properties
$
641

 
$
634

 
$
2,944

 
$
1,904

Gulf of Mexico properties
101

 
94

 
126

 
94

Cost-method investment (2)
1

 
32

 
2

 
32

Midstream
 
 
 
 
 
 
 
Long-lived assets held for use
15

 
7

 
499

 
209

Total
$
758

 
$
767

 
$
3,571

 
$
2,239

 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
Oil and gas exploration and production
 
 
 
 
 
 
 
Long-lived assets held for use
 
 
 
 
 
 
 
U.S. onshore properties
$
387

 
$
385

 
$
387

 
$
385

Gulf of Mexico properties

 

 
115

 
327

Cost-method investment (2)

 

 
2

 
32

Midstream
 
 
 
 
 
 
 
Long-lived assets held for use
7

 

 
10

 

Total
$
394

 
$
385

 
$
514

 
$
744

__________________________________________________________________
(1) 
Measured as of the impairment date using the income approach and Level 3 inputs.
(2) 
Represents the after-tax net investment.

Impairments during the three months ended September 30, 2015, were primarily related to U.S. onshore oil and gas properties primarily in the Southern and Appalachia Region and an oil and gas property in the Gulf of Mexico, all of which were impaired due to lower forecasted commodity prices. Impairments during the three months ended September 30, 2014, were primarily related to a U.S. onshore oil and gas property in the Southern and Appalachia Region that was impaired due to lower forecasted natural-gas prices.
Impairments during the nine months ended September 30, 2015, were primarily related to the Company’s Greater Natural Buttes oil and gas and midstream properties in the Rockies, certain other U.S. onshore oil and gas properties primarily in the Southern and Appalachia Region, and oil and gas properties in the Gulf of Mexico, all of which were impaired due to lower forecasted commodity prices. Impairments during the nine months ended September 30, 2014, were primarily related to the U.S. onshore oil and gas property in the Southern and Appalachia Region discussed above and an oil and gas property in the Gulf of Mexico that was impaired due to a reduction in estimated future cash flows. Additional impairments may be recognized in the fourth quarter of 2015 if commodity prices decline further. Impairments of proved properties are included in impairment expense in the Company’s Consolidated Statements of Income.
In addition to the proved property impairments above, during the third quarter of 2015, the Company recognized a $109 million impairment of unproved Utica properties resulting from an assignment of mineral interests in settlement of a legal matter. The Company also recognized a $935 million impairment of unproved Greater Natural Buttes properties during the nine months ended September 30, 2015, as a result of lower commodity prices. Impairments of unproved properties are included in exploration expense in the Company’s Consolidated Statements of Income.


9

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5. Suspended Exploratory Well Costs

The Company’s suspended exploratory well costs were $1.1 billion at September 30, 2015, and $1.5 billion at December 31, 2014. During the nine months ended September 30, 2015, $602 million of suspended exploratory well costs previously capitalized for greater than one year at December 31, 2014, primarily related to Brazil, were charged to exploration expense. Given the current oil-price environment and other considerations, the Company does not expect to have substantive exploration and development activities in Brazil for the foreseeable future. The decrease in suspended exploratory well costs was partially offset by the capitalization of costs associated with exploration drilling in the Gulf of Mexico, Colombia, and Mozambique. Projects with suspended exploratory well costs are those identified by management as exhibiting sufficient quantities of hydrocarbons to justify potential development and where management is actively pursuing efforts to assess whether reserves can be attributed to these projects. If additional information becomes available that raises substantial doubt as to the economic or operational viability of any of these projects, the associated costs will be expensed at that time.

6. Derivative Instruments

Objective and Strategy  The Company uses derivative instruments to manage its exposure to cash-flow variability from commodity-price and interest-rate risks. Futures, swaps, and options are used to manage exposure to commodity-price risk inherent in the Company’s oil and natural-gas production and natural-gas processing operations (Oil and Natural-Gas Production/Processing Derivative Activities). Futures contracts and commodity-price swap agreements are used to fix the price of expected future oil and natural-gas sales at major industry trading locations, such as Henry Hub, Louisiana, for natural gas and Cushing, Oklahoma, or Sullom Voe, Scotland, for oil. Basis swaps are periodically used to fix or float the price differential between product prices at one market location versus another. Options are used to establish a floor price, a ceiling price, or a floor and a ceiling price (collar) for expected future oil and natural-gas sales. Derivative instruments are also used to manage commodity-price risk inherent in customer price requirements and to fix margins on the future sale of natural gas and NGLs from the Company’s leased storage facilities (Marketing and Trading Derivative Activities).
Interest-rate swaps are used to fix or float interest rates on existing or anticipated indebtedness. The purpose of these instruments is to manage the Company’s existing or anticipated exposure to interest-rate changes. The fair value of the Company’s current interest-rate swap portfolio increases (decreases) when interest rates increase (decrease).
The Company does not apply hedge accounting to any of its derivative instruments. As a result, gains and losses associated with derivative instruments are recognized currently in earnings. Net derivative losses attributable to derivatives previously subject to hedge accounting reside in accumulated other comprehensive income (loss) and are reclassified to earnings as the transactions to which the derivatives relate are recognized in earnings. See Note 10—Accumulated Other Comprehensive Income (Loss).


10

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

6. Derivative Instruments (Continued)

Oil and Natural-Gas Production/Processing Derivative Activities  The natural-gas prices listed below are New York Mercantile Exchange (NYMEX) Henry Hub prices. The oil prices listed below are a combination of NYMEX West Texas Intermediate and Intercontinental Exchange, Inc. (ICE) Brent Blend prices. The NGLs prices listed below are Oil Price Information Services prices (OPIS). The following is a summary of the Company’s derivative instruments related to oil and natural-gas production/processing derivative activities at September 30, 2015:
 
2015
Settlement
 
2016
Settlement
Natural Gas
 
 
 
Three-Way Collars (thousand MMBtu/d)
635

 

Average price per MMBtu
 
 
 
Ceiling sold price (call)
$
4.76

 
$

Floor purchased price (put)
$
3.75

 
$

Floor sold price (put)
$
2.75

 
$

Fixed-Price Contracts (thousand MMBtu/d)

 
34

Average price per MMBtu
$

 
$
3.18

Extendable Fixed-Price Contracts (thousand MMBtu/d) (1)
170

 

Average price per MMBtu
$
4.17

 
$

Oil
 
 
 
Three-Way Collars (MBbls/d)

 
28

Average price per barrel
 
 
 
Ceiling sold price (call)
$

 
$
69.29

Floor purchased price (put)
$

 
$
61.43

Floor sold price (put)
$

 
$
46.43

NGLs
 
 
 
Fixed-Price Contracts (MBbls/d)
7

 
3

Average price per barrel
$
14.09

 
$
14.87

__________________________________________________________________
(1) 
The extendable fixed-price contracts have a contract term of January 2015 to December 2015 with an option for the counterparty to extend the contract term to December 2016 at the same price.
MMBtu—million British thermal units
MMBtu/d—million British thermal units per day
MBbls/d—thousand barrels per day

A three-way collar is a combination of three options: a sold call, a purchased put, and a sold put. The sold call establishes the maximum price that the Company will receive for the contracted commodity volumes. The purchased put establishes the minimum price that the Company will receive for the contracted volumes unless the market price for the commodity falls below the sold put strike price, at which point the minimum price equals the reference price (e.g., NYMEX) plus the excess of the purchased put strike price over the sold put strike price.

Marketing and Trading Derivative Activities  The Company had financial derivative transactions with notional volumes of natural gas totaling 8 billion cubic feet (Bcf) at September 30, 2015, and 6 Bcf at December 31, 2014, which were entered into to mitigate commodity-price risk related to fixed-price purchase and sales contracts and storage activity.


11

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

6. Derivative Instruments (Continued)

Interest-Rate Derivatives  Anadarko has outstanding interest-rate swap contracts to manage interest-rate risk associated with anticipated debt issuances. The Company has locked in a fixed interest rate in exchange for a floating interest rate indexed to the three-month London Interbank Offered Rate (LIBOR).
During the third quarter of 2015, the Company extended the reference-period start dates on interest-rate swaps with an aggregate notional principal amount of $1.0 billion to align the portfolio with anticipated debt refinancing. The Company also amended the mandatory termination dates on interest-rate swaps with an aggregate notional principal amount of $1.8 billion so that, at the start of the reference period, Anadarko will receive quarterly payments based on the floating rate and make semi-annual payments based on the fixed interest rate. The interest-rate swaps are required to be settled in full at the mandatory termination date. As part of these interest-rate swap modifications, the fixed interest rates on the swaps were also adjusted, and the Company recognized a loss of $137 million, which is included in gains (losses) on derivatives, net in the Company’s Consolidated Statements of Income, and increased the related derivative liability.
Derivative settlements and collateralization are classified as cash flows from operating activities unless the derivatives contain an other-than-insignificant financing element, in which case the settlements and collateralization are classified as cash flows from financing activities. As a result of prior extensions of reference-period start dates without settlement of the related interest-rate derivative obligations, the interest-rate derivatives in the Company’s portfolio contain an other-than-insignificant financing element, and therefore, any settlements or collateralization related to these extended interest-rate derivatives are classified as cash flows from financing activities.
The Company had the following outstanding interest-rate swaps at September 30, 2015: 
millions except percentages
 
 
 
Mandatory
 
Weighted-Average
Notional Principal Amount
 
Reference Period
 
Termination Date
 
Interest Rate
$
50

 
 
September 2016 – 2026
 
September 2016
 
5.910%
$
50

 
 
September 2016 – 2046
 
September 2016
 
6.290%
$
250

 
 
September 2016 – 2046
 
September 2018
 
6.310%
$
300

 
 
September 2016 – 2046
 
September 2020
 
6.509%
$
250

 
 
September 2016 – 2046
 
September 2021
 
6.724%
$
200

 
 
September 2017 – 2047
 
September 2018
 
6.049%
$
300

 
 
September 2017 – 2047
 
September 2020
 
6.569%
$
500

 
 
September 2017 – 2047
 
September 2021
 
6.654%

Effect of Derivative InstrumentsBalance Sheet  The following summarizes the fair value of the Company’s derivative instruments:
 
 
Gross Derivative Assets
 
Gross Derivative Liabilities
millions
 
September 30,
 
December 31,
 
September 30,
 
December 31,
Balance Sheet Classification
 
2015
 
2014
 
2015
 
2014
Commodity derivatives
 
 
 
 
 
 
 
 
Other current assets
 
$
246

 
$
421

 
$
(74
)
 
$
(118
)
Other assets
 
42

 
1

 
(16
)
 

Accrued expenses
 
27

 
71

 
(43
)
 
(114
)
Other liabilities
 

 

 

 
(6
)
 
 
315

 
493

 
(133
)
 
(238
)
Interest-rate derivatives
 
 
 
 
 
 
 
 
Accrued expenses
 

 

 
(56
)
 

Other liabilities
 

 

 
(1,462
)
 
(1,217
)
 
 

 

 
(1,518
)
 
(1,217
)
Total derivatives
 
$
315

 
$
493

 
$
(1,651
)
 
$
(1,455
)


12

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

6. Derivative Instruments (Continued)

Effect of Derivative InstrumentsStatement of Income  The following summarizes gains and losses related to derivative instruments:
millions
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
Classification of (Gain) Loss Recognized
 
2015
 
2014
 
2015
 
2014
Commodity derivatives
 
 
 
 
 
 
 
 
Gathering, processing, and marketing sales (1)
 
$
(1
)
 
$
(1
)
 
$

 
$
9

(Gains) losses on derivatives, net
 
(125
)
 
(419
)
 
(177
)
 
(40
)
Interest-rate derivatives
 
 
 
 
 
 
 
 
(Gains) losses on derivatives, net
 
407

 
96

 
300

 
493

Total (gains) losses on derivatives, net
 
$
281

 
$
(324
)
 
$
123

 
$
462

__________________________________________________________________
(1) 
Represents the effect of Marketing and Trading Derivative Activities.

Credit-Risk Considerations  The financial integrity of exchange-traded contracts, which are subject to nominal credit risk, is assured by NYMEX or ICE through systems of financial safeguards and transaction guarantees. Over-the-counter traded swaps, options, and futures contracts expose the Company to counterparty credit risk. The Company monitors the creditworthiness of its counterparties, establishes credit limits according to the Company’s credit policies and guidelines, and assesses the impact on fair value of its counterparties’ creditworthiness. The Company has the ability to require cash collateral or letters of credit to mitigate its credit-risk exposure.
The Company has netting agreements with financial institutions that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities and routinely exercises its contractual right to offset gains and losses when settling with derivative counterparties. In addition, the Company has setoff agreements with certain financial institutions that may be exercised in the event of default and provide for contract termination and net settlement across derivative types. At September 30, 2015, $243 million of the Company’s $1.651 billion gross derivative liability balance, and at December 31, 2014, $289 million of the Company’s $1.455 billion gross derivative liability balance, would have been eligible for setoff against the Company’s gross derivative asset balance in the event of default. Other than in the event of default, the Company does not net settle across derivative types.
The Company’s derivative instruments are subject to individually negotiated credit provisions that may require collateral of cash or letters of credit depending on the derivative’s valuation versus negotiated credit thresholds. These credit thresholds may also require full or partial collateralization or immediate settlement of the Company’s obligations if certain credit-risk-related provisions are triggered, such as if the Company’s credit rating from major credit rating agencies declines to below investment grade. The aggregate fair value of derivative instruments with credit-risk-related contingent features for which a net liability position existed was $1.3 billion (net of collateral) at September 30, 2015, and $97 million (net of collateral) at December 31, 2014. The increase is primarily a result of derivative counterparties no longer maintaining secured positions under the Company’s credit facilities, and therefore, the derivative instruments are now subject to credit-risk-related provisions. For information on the Company’s revolving credit facilities, see Note 8—Debt and Interest Expense—Anadarko Revolving Credit Facilities and Commercial Paper Program.


13

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

6. Derivative Instruments (Continued)

Fair Value  Fair value of futures contracts is based on quoted prices in active markets for identical assets or liabilities, which represent Level 1 inputs. Valuations of physical-delivery purchase and sale agreements, over-the-counter financial swaps, and commodity option collars are based on similar transactions observable in active markets and industry-standard models that primarily rely on market-observable inputs. Inputs used to estimate fair value in industry-standard models are categorized as Level 2 inputs because substantially all assumptions and inputs are observable in active markets throughout the full term of the instruments. Inputs used to estimate the fair value of swaps and options include market-price curves; contract terms and prices; credit-risk adjustments; and, for Black-Scholes option valuations, discount factors and implied market volatility.
The following summarizes the fair value of the Company’s derivative assets and liabilities by input level within the fair-value hierarchy:
millions
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Collateral
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
 
 
 
 
 
 
 
 
 
 
 
Financial institutions
$
4

 
$
288

 
$

 
$
(115
)
 
$
(6
)
 
$
171

Other counterparties

 
23

 

 
(3
)
 

 
20

Total derivative assets
$
4

 
$
311

 
$

 
$
(118
)
 
$
(6
)
 
$
191

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
 
 
 
 
 
 
 
 
 
 
 
Financial institutions
$

 
$
(126
)
 
$

 
$
115

 
$

 
$
(11
)
Other counterparties

 
(7
)
 

 
3

 

 
(4
)
Interest-rate derivatives

 
(1,518
)
 

 

 
67

 
(1,451
)
Total derivative liabilities
$

 
$
(1,651
)
 
$

 
$
118

 
$
67

 
$
(1,466
)
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
 
 
 
 
 
 
 
 
 
 
 
Financial institutions
$

 
$
471

 
$

 
$
(187
)
 
$
(13
)
 
$
271

Other counterparties

 
22

 

 
(2
)
 

 
20

Total derivative assets
$

 
$
493

 
$

 
$
(189
)
 
$
(13
)
 
$
291

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
 
 
 
 
 
 
 
 
 
 
 
Financial institutions
$

 
$
(234
)
 
$

 
$
187

 
$

 
$
(47
)
Other counterparties

 
(4
)
 

 
2

 

 
(2
)
Interest-rate derivatives

 
(1,217
)
 

 

 
23

 
(1,194
)
Total derivative liabilities
$

 
$
(1,455
)
 
$

 
$
189

 
$
23

 
$
(1,243
)
 __________________________________________________________________
(1) 
Represents the impact of netting commodity derivative assets and liabilities with counterparties where the Company has the contractual right and intends to net settle.

14

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7. Tangible Equity Units

In June 2015, the Company issued 9.2 million 7.50% tangible equity units (TEUs) at a stated amount of $50.00 per TEU and raised net proceeds of $445 million. Each TEU is comprised of a prepaid equity purchase contract for common units of Western Gas Equity Partners, LP (WGP), a publicly traded consolidated subsidiary, and a senior amortizing note. Subsequent to issuance, each TEU may be legally separated into the two components. The prepaid equity purchase contract is considered a freestanding financial instrument, indexed to WGP common units, and meets the conditions for equity classification.
Anadarko allocated the proceeds from the issuance of the TEUs to equity and debt based on the relative fair values of their respective components as follows:
millions, except price per TEU
Equity Component
 
Debt Component
 
Total
Price per TEU
$
39.05

 
$
10.95

 
$
50.00

Gross proceeds
359

 
101

 
460

Less issuance costs
11

 
4

 
15

Net proceeds
$
348

 
$
97

 
$
445


The prepaid equity purchase contracts were recorded in noncontrolling interests, net of issuance costs, and the senior amortizing notes were recorded in short-term debt and long-term debt on the Company’s Consolidated Balance Sheet.

Equity Component  Unless settled earlier at the holder’s option, each purchase contract has a mandatory settlement date of June 7, 2018. Anadarko has a right to elect to issue and deliver shares of Anadarko Petroleum Corporation common stock (APC shares) in lieu of delivering WGP common units at settlement. The Company will deliver WGP common units (or APC shares) on the settlement date at the settlement rate based upon the applicable market value of WGP common units (or APC shares) as follows:
 
 
Settlement Rate per Purchase Contract
Applicable Market Value of WGP Common Units (1)
 
WGP Common Units
 
APC Shares (if elected) (1)
Exceeds $69.8422 (Threshold Appreciation Price)
 
0.7159 units (Minimum Settlement Rate)
 
a number of shares equal to (a) the Minimum Settlement Rate, multiplied by the applicable market value of WGP common units, divided by (b) 98% of the applicable market value of APC shares
Less than or equal to the Threshold Appreciation Price, but greater than or equal to $58.20 (Reference Price)
 
a number of units equal to $50.00, divided by the applicable market value of WGP common units
 
a number of shares equal to $50.00, divided by 98% of the applicable market value of APC shares
Less than the Reference Price
 
0.8591 units (Maximum Settlement Rate)
 
a number of shares equal to (a) the Maximum Settlement Rate, multiplied by the applicable market value of WGP common units, divided by (b) 98% of the applicable market value of APC shares
 __________________________________________________________________
(1) 
The applicable market value is the average of the daily volume-weighted average prices of WGP common units (or APC shares) for the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding June 7, 2018.


15

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7. Tangible Equity Units (Continued)

The WGP common units underlying the purchase contract are currently issued and outstanding, and are owned by a wholly owned subsidiary of Anadarko. In the event Anadarko elects to settle in APC shares, the number of such shares issued and delivered upon settlement of each purchase contract is subject to adjustment and cannot exceed four shares under any circumstance (APC share cap). The above fixed settlement rates for WGP common units and the APC share cap are subject to adjustment upon the occurrence of certain specified dilutive events, such as certain increases in the WGP distribution rate.

Debt Component Each senior amortizing note has an initial principal amount of $10.95 and bears interest at 1.50% per year. Beginning September 7, 2015, Anadarko will pay equal quarterly cash installments of $0.9375 per amortizing note (except for the September 7, 2015 installment payment, which was $0.9063 per amortizing note). The payments constitute a payment of interest and partial repayment of principal, with the aggregate per-year payments of principal and interest equating to a 7.50% cash payment with respect to each TEU. The senior amortizing notes have a final installment payment date of June 7, 2018, and are senior unsecured obligations of the Company.

8. Debt and Interest Expense

Debt  The Company’s outstanding debt, excluding the capital lease obligation, is senior unsecured. The following summarizes the Company’s outstanding debt:
millions
September 30,
2015
 
December 31,
2014
Total debt at face value
$
17,497

 
$
16,687

Net unamortized discounts and premiums (1)
(1,593
)
 
(1,616
)
Total borrowings
15,904

 
15,071

Capital lease obligation
21

 
21

Less short-term debt
33

 

Total long-term debt (2)
$
15,892

 
$
15,092

__________________________________________________________________
(1) 
Unamortized discounts and premiums are amortized over the term of the related debt.
(2) 
Includes WES debt of $2.6 billion at September 30, 2015, and $2.4 billion at December 31, 2014.

Anadarko’s $1.750 billion 5.950% Senior Notes due September 2016 are classified as long-term debt on the Company’s Consolidated Balance Sheet, as the Company currently intends to refinance these obligations at maturity with the Company’s $3.0 billion five-year senior unsecured revolving credit facility (Five-Year Facility). Anadarko’s Zero-Coupon Senior Notes due 2036 (Zero Coupons) can be put to the Company in October of each year, in whole or in part, for the then-accreted value of the outstanding Zero Coupons. None of the Zero Coupons (accreted value of $796 million) were put to the Company in October 2015.

Fair Value  The Company uses a market approach to determine the fair value of its fixed-rate debt using observable market data, which results in a Level 2 fair-value measurement. The carrying amount of floating-rate debt approximates fair value as the variable interest rates are reflective of market rates. The estimated fair value of the Company’s total borrowings was $17.2 billion at September 30, 2015, and $17.4 billion at December 31, 2014.


16

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

8. Debt and Interest Expense (Continued)

Debt Activity  The following summarizes the Company’s debt activity during the nine months ended September 30, 2015:
 
Carrying
 
 
millions
Value
 
Description
Balance at December 31, 2014
$
15,071

 
 
Issuances
494

 
WES 3.950% Senior Notes due 2025
 
101

 
Tangible equity units - senior amortizing notes
Borrowings
1,500

 
$5.0 billion revolving credit facility
 
1,800

 
364-Day Facility
 
280

 
WES revolving credit facility
 
547

 
Commercial paper notes, net (1)
Repayments
(1,500
)
 
$5.0 billion revolving credit facility
 
(1,800
)
 
364-Day Facility
 
(610
)
 
WES revolving credit facility
 
(8
)
 
Tangible equity units - senior amortizing notes
Other, net
29

 
Amortization of debt discounts and premiums
Balance at September 30, 2015
$
15,904

 
 
__________________________________________________________________
(1) 
Includes repayments of $106 million related to commercial paper notes with maturities greater than 90 days.

Anadarko Revolving Credit Facilities and Commercial Paper Program  In January 2015, upon satisfaction of certain conditions, including the settlement payment related to the Tronox Adversary Proceeding, the Company’s $5.0 billion senior secured revolving credit facility was replaced by the Five-Year Facility, which is expandable from $3.0 billion to $4.0 billion, and a $2.0 billion 364-day senior unsecured revolving credit facility (364-Day Facility). For additional information, see Note 12—Contingencies—Tronox Litigation.
Borrowings under the Five-Year and 364-Day Facilities generally bear interest under one of two rate options, at Anadarko’s election, using either LIBOR (or Euro Interbank Offered Rate in the case of borrowings under the Five-Year Facility denominated in Euro) or an alternate base rate, in each case plus an applicable margin ranging from 0.00% to 1.65% for the Five-Year Facility and 0.00% to 1.675% for the 364-Day Facility. The applicable margin will vary depending on Anadarko’s credit ratings.
The Five-Year and 364-Day Facilities contain certain customary affirmative and negative covenants, including a financial covenant requiring maintenance of a consolidated indebtedness to total capitalization ratio of no greater than 65% and limitations on certain secured indebtedness, sale-and-leaseback transactions, and mergers and other fundamental changes. At September 30, 2015, the Company had no outstanding borrowings under the Five-Year and 364-Day Facilities and was in compliance with all covenants contained therein.
During the first quarter of 2015, the Company initiated a commercial paper program, which allows a maximum of $3.0 billion of unsecured commercial paper notes and is supported by the Five-Year Facility. The maturities of the commercial paper notes vary, but may not exceed 397 days. The commercial paper notes are sold under customary terms in the commercial paper market and are issued either at a discounted price to their principal face value or will bear interest at varying interest rates on a fixed or floating basis. Such discounted price or interest amounts are dependent on market conditions and the ratings assigned to the commercial paper program by credit rating agencies at the time of issuance of the commercial paper notes. At September 30, 2015, the Company had $547 million of commercial paper notes outstanding at a weighted-average interest rate of 0.51%. Anadarko classified the outstanding commercial paper notes as long-term debt on the Company’s Consolidated Balance Sheet, as the Company currently intends to refinance these obligations at maturity with additional commercial paper notes supported by the Five-Year Facility.


17

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

8. Debt and Interest Expense (Continued)

WES Borrowings  During the second quarter of 2015, WES completed a public offering of $500 million aggregate principal amount of 3.950% Senior Notes due 2025. At September 30, 2015, WES was in compliance with all covenants contained in its five-year $1.2 billion senior unsecured revolving credit facility maturing in February 2019 (RCF), which is expandable to $1.5 billion. At September 30, 2015, WES had outstanding borrowings under its RCF of $180 million at an interest rate of 1.50%, had outstanding letters of credit of $13 million, and had available borrowing capacity of $1.0 billion.

Interest Expense  The following summarizes interest expense:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
millions
2015
 
2014
 
2015
 
2014
Debt and other
$
245

 
$
250

 
$
743

 
$
723

Capitalized interest
(46
)
 
(46
)
 
(127
)
 
(150
)
Total interest expense
$
199

 
$
204

 
$
616

 
$
573


9. Stockholders’ Equity

The Company’s basic earnings per share (EPS) is computed based on the average number of shares of common stock outstanding for the period and includes the effect of any participating securities and TEUs as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock options, restricted stock awards, restricted stock units, and TEUs, if the inclusion of these items is dilutive.
The following provides a reconciliation between basic and diluted earnings per share attributable to common stockholders:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
millions except per-share amounts
2015
 
2014
 
2015
 
2014
Net income (loss)
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
(2,235
)
 
$
1,087

 
$
(5,442
)
 
$
(1,355
)
Less noncontrolling interest effect of TEUs
3

 

 
3

 

Less distributions on participating securities
1

 
2

 
4

 
3

Less undistributed income allocated to participating securities

 
6

 

 

Basic
$
(2,239
)
 
$
1,079

 
$
(5,449
)
 
$
(1,358
)
Diluted
$
(2,239
)
 
$
1,079

 
$
(5,449
)
 
$
(1,358
)
Shares
 
 
 
 
 
 
 
Average number of common shares outstanding—basic
508

 
506

 
508

 
505

Dilutive effect of stock options

 
2

 

 

Average number of common shares outstanding—diluted
508

 
508

 
508

 
505

Excluded due to anti-dilutive effect
10

 
3

 
11

 
11

Net income (loss) per common share
 
 
 
 
 
 
 
Basic
$
(4.41
)
 
$
2.13

 
$
(10.73
)
 
$
(2.69
)
Diluted
$
(4.41
)
 
$
2.12

 
$
(10.73
)
 
$
(2.69
)


18

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

10. Accumulated Other Comprehensive Income (Loss)

The following summarizes the after-tax changes in the balances of accumulated other comprehensive income (loss):
millions
Interest-rate
Derivatives
Previously
Subject to Hedge
Accounting
 
Pension and Other Postretirement
Plans
 
Total
Balance at December 31, 2014
$
(48
)
 
$
(469
)
 
$
(517
)
Reclassifications to Consolidated Statement of Income
4

 
26

 
30

Balance at September 30, 2015
$
(44
)
 
$
(443
)
 
$
(487
)

11. Noncontrolling Interests

WGP, a publicly traded consolidated subsidiary, is a limited partnership that owns interests in WES. During the nine months ended September 30, 2015, Anadarko sold 2.3 million WGP common units to the public and raised net proceeds of $130 million. In June 2015, Anadarko issued 9.2 million TEUs, which include an equity component that may be settled in WGP common units. For additional disclosure of the TEU effect on noncontrolling interests, see Note 7—Tangible Equity Units. At September 30, 2015, Anadarko’s ownership interest in WGP consisted of an 87.3% limited partner interest and the entire non-economic general partner interest. The remaining 12.7% limited partner interest in WGP was owned by the public.
WES, a publicly traded consolidated subsidiary, is a limited partnership that acquires, owns, develops, and operates midstream assets. During the nine months ended September 30, 2015, WES issued 874 thousand common units to the public under its continuous offering program and raised net proceeds of $57 million. In 2014, WES issued 11 million Class C units to Anadarko to partially fund the acquisition of DBM. These Class C units receive distributions in the form of additional Class C units until conversion into common units at the end of 2017, unless WES elects to convert the units earlier or Anadarko extends the conversion date. During the nine months ended September 30, 2015, WES distributed 317 thousand Class C units to Anadarko. At September 30, 2015, WGP’s ownership interest in WES consisted of a 34.6% limited partner interest, the entire 1.8% general partner interest, and all of the WES incentive distribution rights. At September 30, 2015, Anadarko also owned an 8.4% limited partner interest in WES through other subsidiaries’ ownership of common and Class C units. The remaining 55.2% limited partner interest in WES was owned by the public.

12. Contingencies

Litigation  The following is a discussion of any material developments in previously reported contingencies and any other material matters that have arisen since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Tronox Litigation  On April 3, 2014, Anadarko and Kerr-McGee Corporation and certain of its subsidiaries entered into a settlement agreement to resolve all claims asserted by Tronox Incorporated (Tronox) and certain of its affiliates, including claims for actual and constructive fraudulent conveyance (Adversary Proceeding), for $5.15 billion. In addition, the Company agreed to pay interest on that amount from April 3, 2014, through the payment of the settlement. In January 2015, the Company paid $5.2 billion after the settlement agreement became effective. For additional disclosure of the Tronox Adversary Proceeding, see Note 17—Contingencies—Tronox Litigation in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
Anadarko recognized Tronox-related contingent losses of $850 million in the fourth quarter of 2013 and $4.3 billion in the first quarter of 2014. In addition, Anadarko recognized settlement-related interest expense, included in Tronox-related contingent loss in the Company’s Consolidated Statements of Income, of $60 million during the year ended December 31, 2014, and $5 million during the first quarter of 2015. For information on the tax effects of the settlement agreement, see Note 13—Income Taxes.

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12. Contingencies (Continued)

Deepwater Horizon Events  In April 2010, the Macondo well in the Gulf of Mexico blew out and an explosion occurred on the Deepwater Horizon drilling rig, resulting in an oil spill. The well was operated by BP Exploration and Production Inc. (BP) and Anadarko held a 25% nonoperated interest. In October 2011, the Company and BP entered into a settlement agreement relating to the Deepwater Horizon events (Settlement Agreement). Pursuant to the Settlement Agreement, the Company is fully indemnified by BP against all claims and damages arising under the Oil Pollution Act of 1990 (OPA), claims for natural resource damages (NRD) and assessment costs, and any claims arising under the Operating Agreement with BP. This indemnification is guaranteed by BP Corporation North America Inc. (BPCNA) and, in the event that the net worth of BPCNA declines below an agreed-upon amount, BP p.l.c. has agreed to become the sole guarantor. Under the Settlement Agreement, BP does not indemnify the Company against penalties and fines, punitive damages, shareholder derivative or securities laws claims, or certain other claims. The Company has not recorded a liability for any costs that are subject to indemnification by BP. For additional disclosure of the Deepwater Horizon events, the Company’s Settlement Agreement with BP, environmental claims under OPA, NRD claims, potential penalties and fines, and civil litigation, see Note 17—Contingencies—Deepwater Horizon Events in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Penalties and Fines  In December 2010, the U.S. Department of Justice (DOJ), on behalf of the United States, filed a civil lawsuit in the U.S. District Court for the Eastern District of Louisiana in New Orleans, Louisiana (Louisiana District Court) against several parties, including the Company, seeking an assessment of civil penalties under the Clean Water Act (CWA) in an amount to be determined by the Louisiana District Court. In February 2012, the Louisiana District Court entered a declaratory judgment that, as a partial owner of the Macondo well, Anadarko is liable for civil penalties under Section 311 of the CWA. The declaratory judgment was affirmed in June 2014 by the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit). In March 2015, Anadarko filed a petition for a writ of certiorari with the U.S. Supreme Court appealing the Fifth Circuit’s decision, which was denied in June 2015. The declaratory judgment addresses liability only, and does not address the amount of any civil penalty. The assessment of a civil penalty against Anadarko will be determined by the Louisiana District Court upon its ruling in the penalty phase of trial discussed below under Civil Litigation Damage Claims.
Applicable accounting guidance requires the Company to accrue a liability if it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Louisiana District Court’s declaratory judgment in February 2012 satisfies the requirement that a liability arising from the future assessment of a civil penalty against Anadarko is probable. In an effort to resolve this matter, the Company made a settlement offer to the DOJ in July 2014 of $90 million and recorded a contingent liability for this amount at June 30, 2014. The Company subsequently engaged in further discussions regarding settlement, but the parties have not been able to reach agreement on either the amount of, or the terms and conditions governing, a settlement. The Company’s settlement offer of $90 million remains outstanding and the Company remains open to resolving the matter through settlement discussions. The Company believes that $90 million under a settlement scenario is a better estimate of loss at this time than any other amount. Based on the above accounting guidance, the Company’s contingent liability for CWA penalties and fines remains $90 million at September 30, 2015. However, the Company may ultimately incur a liability related to CWA penalties in excess of the current accrued liability.

20

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12. Contingencies (Continued)

The actual amount of a CWA penalty is subject to uncertainty, including whether the Company will be able to reach a settlement with the DOJ or will await the Louisiana District Court’s opinion in the penalty phase trial. The CWA sets forth subjective criteria to be considered by the court in assessing the magnitude of any CWA penalty: economic benefit to the violator; degree of culpability; seriousness of the violation; the nature, extent, and degree of success of any efforts to minimize or mitigate the effects of the discharge; prior history of violations; other penalties for the same incident; economic impact of the penalty on the violator; and other matters as justice may require. For the Phase I and II trials (defined in Civil Litigation Damage Claims below) and again for the penalty phase trial in January 2015, the Louisiana District Court ruled that no evidence of Anadarko’s alleged culpability or fault could be presented. In addition, in its Phase I Findings of Fact and Conclusions of Law (Phase I Findings and Conclusions), the Louisiana District Court did not allocate any fault to Anadarko. Given the subjective nature of the CWA criteria used to determine penalty assessments and the Louisiana District Court’s prior rulings related to culpability and allocation of fault, the Company currently cannot reasonably estimate the amount of any such penalty to be assessed or determine a reasonable range of potential loss if the matter is resolved by the Louisiana District Court following trial. Furthermore, BP’s July 2015 announcement of a settlement agreement in principle with the DOJ and certain states regarding essentially all of the outstanding claims against BP related to the Deepwater Horizon event, including $5.5 billion to resolve CWA penalties, and the lodging of a proposed consent decree with the Louisiana District Court in October 2015, does not affect the Company’s current conclusion concerning its ability to estimate potential penalties and fines. The Company had no involvement with the settlement and has no information concerning the rationale for allocating certain settlement proceeds as CWA penalties. The lodged consent decree also provides no explanation as to why the United States and the various states and local government entities consider the penalty amount to be fair and reasonable.
Although the Company currently cannot reasonably estimate the amount of any such penalty to be assessed or determine a reasonable range of potential loss, the Company believes the following factors should limit the magnitude of any CWA penalties assessed:
the Company’s lack of direct operational involvement in the event as a non-operator,
the Louisiana District Court’s rulings excluding any evidence of Anadarko’s alleged culpability or fault, and
the Phase I Findings and Conclusions that did not allocate any fault to Anadarko.
In addition, the Company is not aware that any court has ever assessed a substantial CWA penalty against a party who has been found by a court to bear no fault for a spill.
Events or factors that could assist the Company in estimating the amount of settlement or potential civil penalty or a range of potential loss related to such penalty include a ruling by the Louisiana District Court or substantive settlement negotiations between the Company and the DOJ.
As discussed below, numerous Deepwater Horizon event-related civil lawsuits have been filed against BP and other parties, including the Company. Certain state and local governments appealed, or provided indication of a likely appeal of, the Louisiana District Court’s decision that only federal law, and not state law, applies to Deepwater Horizon event-related claims. These appeals will be dismissed as part of BP’s settlement with the United States and various states and local government entities, provided that the consent decree is ultimately approved by the Louisiana District Court. 


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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12. Contingencies (Continued)

Civil Litigation Damage Claims  Numerous Deepwater Horizon event-related civil lawsuits have been filed against BP and other parties, including the Company. This litigation has been consolidated into a federal Multidistrict Litigation (MDL) action pending before Judge Carl Barbier in the Louisiana District Court.
The first phase of the trial in the MDL (Phase I) commenced in February 2013. The issues tried in Phase I included the cause of the blowout and all related events leading up to April 22, 2010, the date the Deepwater Horizon sank, as well as allocation of fault. In September 2014, the Louisiana District Court issued its Phase I Findings and Conclusions. The Louisiana District Court found that BP and BP America Production Company (BPAP), Transocean Ltd. (Transocean), and Halliburton Energy Services, Inc. (Halliburton), but not Anadarko, are each liable under general maritime law for the blowout, explosion, and oil spill. The court determined that BP’s and BPAP’s conduct was reckless and that both Transocean’s and Halliburton’s conduct was negligent. The Louisiana District Court apportioned 67% of the fault to BP and BPAP, 30% to Transocean, and 3% to Halliburton. No fault was allocated to Anadarko. The plaintiffs and BP have appealed the Phase I Findings and Conclusions.
The second phase of trial (Phase II) began in September 2013. The issues tried in Phase II included spill-source control and quantification of the spill for the period from April 20, 2010, until the well was capped. In January 2015, the Louisiana District Court issued its Phase II Findings of Fact and Conclusions of Law (Phase II Findings and Conclusions). The Louisiana District Court found that, for purposes of calculating the maximum possible civil penalty under the CWA, 3.19 million barrels of oil were discharged into the Gulf of Mexico. The United States has appealed the Phase II Findings and Conclusions.
The penalty phase of the trial began in January 2015. In March 2014, the Louisiana District Court ruled that no evidence of Anadarko’s alleged culpability or fault could be presented during the penalty phase trial. The parties rested their case in February 2015, post-trial briefing concluded in April 2015, and the matter is pending before the Louisiana District Court. The trial included Anadarko, BP, and the United States. As discussed above, in October 2015, a proposed consent decree was lodged with the Louisiana District Court that sets out a global settlement between (i) BP and (ii) the United States, certain states and local government entities resolving various claims for penalties and fines, including civil claims under the CWA and natural resources damage claims under OPA.

Remaining Liability Outlook  In addition to the assessment of civil penalties under the CWA discussed above, it is possible that the Company may recognize additional Deepwater Horizon event-related liabilities for potential penalties and fines and certain other claims not covered by the indemnification provisions of the Settlement Agreement.
Although the Company is fully indemnified by BP against OPA damage claims, NRD claims and assessment costs, and certain other potential liabilities, the Company may be required to recognize a liability for these amounts in advance of or in connection with recognizing a receivable from BP for the related indemnity payment. In all circumstances, however, the Company expects that any additional indemnified liability that may be recognized by the Company will be subsequently recovered from BP itself or through the guarantees of BPCNA or BP p.l.c.
The Company will continue to monitor the MDL and other legal proceedings discussed above related to the Deepwater Horizon events. The Company cannot predict the nature of additional evidence that may be discovered during the course of legal proceedings or the timing of completion of any legal proceedings.

Other Litigation  In December 2008, Anadarko sold its interest in the Peregrino heavy-oil field offshore Brazil. The Company is currently litigating a dispute with the Brazilian tax authorities regarding the tax rate applicable to the transaction. In August 2013, following a determination by an administrative court in a related matter that the amount of tax in dispute was not calculated properly, the Company filed a petition requesting the withdrawal of a portion of the judicial deposit to the extent it exceeds the amount of tax currently in dispute, and any interest on such amount. In April 2015, the Company’s petition was denied. For additional disclosure on this matter, see Note 17—Contingencies—Other Litigation in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
The Company believes that it will more likely than not prevail in Brazilian courts. Therefore, no tax liability has been recorded for Peregrino divestiture-related litigation at September 30, 2015.


22

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

13. Income Taxes

The following summarizes income tax expense (benefit) and effective tax rates:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
millions except percentages
2015
 
2014
 
2015
 
2014
Income tax expense (benefit)
$
(917
)
 
$
627

 
$
(2,232
)
 
$
1,719

Income (loss) before income taxes
(3,077
)
 
1,774

 
(7,520
)
 
506

Effective tax rate
30
%
 
35
%
 
30
%
 
340
%

The Company reported a loss before income taxes for the three and nine months ended September 30, 2015. As a result, items that ordinarily increase or decrease the tax rate will have the opposite effect. The decrease from the 35% U.S. federal statutory rate for the three and nine months ended September 30, 2015, was primarily attributable to Algerian exceptional profits taxes and the tax impact from foreign operations.
For the three months ended September 30, 2014, the Company’s effective tax rate was the same as the 35% U.S. federal statutory rate. The effective tax rate increase related to the Algerian exceptional profits taxes was offset by the tax impact from foreign operations. The increase from the 35% U.S. federal statutory rate for the nine months ended September 30, 2014, was primarily attributable to net changes in uncertain tax positions related to the settlement agreement associated with the Tronox Adversary Proceeding, the tax impact from foreign operations, Algerian exceptional profits taxes, and the non-deductible contingent CWA-penalty accrual.
At September 30, 2015, the Company had recorded a $577 million tax benefit related to the Tronox settlement. This benefit was net of a $1.3 billion uncertain tax position due to the uncertainty related to the deductibility of the settlement payment. The Company is a participant in the U.S. Internal Revenue Service’s (IRS) Compliance Assurance Process and has regular discussions with the IRS concerning the Company’s tax positions. Depending on the outcome of such discussions, it is reasonably possible that the amount of the uncertain tax position related to the settlement could change, perhaps materially. See Note 12—Contingencies—Tronox Litigation.
At September 30, 2015, the Company’s Consolidated Balance Sheet included $959 million of income taxes receivable presented in accounts receivable—others.

14. Supplemental Cash Flow Information

For the nine months ended September 30, 2015, the Company’s Consolidated Statement of Cash Flows includes $887 million of taxes related to the Tronox settlement included in (increase) decrease in accounts receivable, offset by an $887 million uncertain tax position included in other items—net. The following summarizes cash paid (received) for interest and income taxes, as well as non-cash investing and financing activities:
 
Nine Months Ended 
 September 30,
millions
2015
 
2014
Cash paid (received)
 
 
 
Interest, net of amounts capitalized (1)
$
1,916

 
$
600

Income taxes, net of refunds
(163
)
 
661

Non-cash investing activities
 
 
 
Fair value of properties and equipment from non-cash transactions
$
156

 
$
7

Asset retirement cost additions
139

 
149

Accruals of property, plant, and equipment
858

 
1,154

Net liabilities assumed (divested) in acquisitions and divestitures
(84
)
 
(126
)
Non-cash investing and financing activities
 
 
 
Floating production, storage, and offloading vessel construction period obligation
$
51

 
$
88

__________________________________________________________________
(1) 
Includes $1.2 billion of interest related to the Tronox settlement payment in 2015.

23

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ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

15. Segment Information

Anadarko’s business segments are separately managed due to distinct operational differences and unique technology, distribution, and marketing requirements. The Company’s three reporting segments are oil and gas exploration and production, midstream, and marketing. The oil and gas exploration and production segment explores for and produces natural gas, oil, condensate, and NGLs and plans for the development and operation of the Company’s LNG project in Mozambique. The midstream segment engages in gathering, processing, treating, and transporting Anadarko and third-party oil, natural-gas, and NGLs production. The midstream reporting segment consists of two operating segments, WES and other midstream, which are aggregated into one reporting segment due to similar financial and operating characteristics. The marketing segment sells much of Anadarko’s oil, natural-gas, and NGLs production as well as third-party purchased volumes.
To assess the performance of Anadarko’s operating segments, the chief operating decision maker analyzes Adjusted EBITDAX. The Company defines Adjusted EBITDAX as income (loss) before income taxes; exploration expense; depreciation, depletion, and amortization (DD&A); impairments; interest expense; total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives; and certain items not related to the Company’s normal operations, less net income attributable to noncontrolling interests. During the periods presented, items not related to the Company’s normal operations included Deepwater Horizon settlement and related costs, Tronox-related contingent loss, and certain other nonoperating items included in other (income) expense, net. The Company’s definition of Adjusted EBITDAX excludes exploration expense as it is not an indicator of operating efficiency for a given reporting period. However, exploration expense is monitored by management as part of costs incurred in exploration and development activities. Similarly, DD&A and impairments are excluded from Adjusted EBITDAX as a measure of segment operating performance because capital expenditures are evaluated at the time capital costs are incurred. Adjusted EBITDAX also excludes interest expense to allow for assessment of segment operating results without regard to Anadarko’s financing methods or capital structure. Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives are excluded from Adjusted EBITDAX because these (gains) losses are not considered a measure of asset operating performance. Finally, net income attributable to noncontrolling interests is excluded from the Company’s measure of Adjusted EBITDAX because it represents earnings that are not attributable to the Company’s common stockholders.
Management believes that the presentation of Adjusted EBITDAX provides information useful in assessing the Company’s financial condition and results of operations and that Adjusted EBITDAX is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures, and make distributions to stockholders. Adjusted EBITDAX as defined by Anadarko may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with net income (loss) attributable to common stockholders and other performance measures, such as operating income or cash flows from operating activities. Below is a reconciliation of consolidated Adjusted EBITDAX to income (loss) before income taxes:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
millions
2015
 
2014
 
2015
 
2014
Income (loss) before income taxes
$
(3,077
)
 
$
1,774

 
$
(7,520
)
 
$
506

Exploration expense
1,074

 
199

 
2,260

 
1,000

DD&A
1,111

 
1,163

 
3,581

 
3,335

Impairments
758

 
394

 
3,571

 
514

Interest expense
199

 
204

 
616

 
573

Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives
360

 
(276
)
 
374

 
324

Deepwater Horizon settlement and related costs

 
3

 
4

 
96

Tronox-related contingent loss

 
19

 
5

 
4,338

Certain other nonoperating items

 
22

 
22

 
22

Less net income attributable to noncontrolling interests
75

 
60

 
154

 
142

Consolidated Adjusted EBITDAX
$
350

 
$
3,442

 
$
2,759

 
$
10,566


24

Table of Contents

ANADARKO PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

15. Segment Information (Continued)

Information presented below as “Other and Intersegment Eliminations” includes corporate costs, results from hard-minerals royalties, and net cash from settlement of commodity derivatives. The following summarizes selected financial information for Anadarko’s reporting segments:
millions
Oil and Gas
Exploration
& Production
 
Midstream
 
Marketing
 
Other and
Intersegment
Eliminations
 
Total
Three Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Sales revenues
$
1,067

 
$
195

 
$
968

 
$

 
$
2,230

Intersegment revenues
750

 
315

 
(832
)
 
(233
)
 

Gains (losses) on divestitures and other, net
(557
)
 
(22
)
 

 
37

 
(542
)
Total revenues and other
1,260

 
488

 
136

 
(196
)
 
1,688

Operating costs and expenses (1)
840

 
287