-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FvwDyVICLDwJnI3f3bfEwn5kSU88CQnV8Z4IycNuU6b6bK0mUtYEZFverNYO4qLI a53IqMKf0wcaQOll7aucRw== 0000773910-99-000005.txt : 19990623 0000773910-99-000005.hdr.sgml : 19990623 ACCESSION NUMBER: 0000773910-99-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANADARKO PETROLEUM CORP CENTRAL INDEX KEY: 0000773910 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760146568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-08968 FILM NUMBER: 99650093 BUSINESS ADDRESS: STREET 1: 17001 NORTHCHASE DR CITY: HOUSTON STATE: TX ZIP: 77060-2141 BUSINESS PHONE: 2818751101 MAIL ADDRESS: STREET 1: P O BOX 1330 STREET 2: P O BOX 1330 CITY: HOUSTON STATE: TX ZIP: 77251-1330 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 1998 Commission File No. 1-8968 ANADARKO PETROLEUM CORPORATION 17001 Northchase Drive, Houston, Texas 77060-2141 (281) 875-1101 Incorporated in the Employer Identification State of Delaware No. 76-0146568 Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.10 per share Preferred Stock Purchase Rights The above Securities are listed on the New York Stock Exchange. Securities registered pursuant to Section 12(g) of the Act: None 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 X No . Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ____. The aggregate market value of the voting stock held by non-affiliates of the registrant on January 29, 1999 was $3,246,000,000. The number of shares outstanding and entitled to vote of the Company's common stock as of January 29, 1999 is shown below: Title of Class Number of Shares Outstanding Common Stock, par value $0.10 per share 120,453,338 Part of Form 10-K Documents Incorporated by Reference Part I Portions of the Anadarko Petroleum Corporation 1998 Annual Report to Stockholders. Part III Portions of the Proxy Statement, dated March 22, 1999, for the Annual Meeting of Stockholders of Anadarko Petroleum Corporation to be held April 29, 1999. Anadarko Petroleum Corporation amends its Annual Report on Form 10-K for the year ended December 31, 1998 to include the following exhibits: Part IV Item 14. Exhibits and Reports on Form 8-K Exhibit Number Description 23 Consent of KPMG LLP 99(b) Anadarko Employee Savings Plan Form 11-K for the year ended December 31, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. ANADARKO PETROLEUM CORPORATION (Registrant) June 21, 1999 [MICHAEL E. ROSE] Michael E. Rose - Senior Vice President, Finance and Chief Financial Officer EX-23 2 Exhibit 23 INDEPENDENT AUDITORS' CONSENT The Administrative Committee Anadarko Employee Savings Plan: We consent to incorporation by reference in the Registration Statement (File No. 33-8643) on Form S-8 and S-3 of Anadarko Petroleum Corporation of our report dated June 11, 1999, relating to the statements of net assets available for benefits (with fund information) including the related supplemental schedules, of the Anadarko Employee Savings Plan as of December 31, 1998 and 1997 and the related statement of changes in net assets available for benefits (with fund information) for the year ended December 31, 1998, which report appears in the December 31, 1998 Annual Report on Form 11-K of the Anadarko Employee Savings Plan. [KPMG LLP] Houston, Texas June 21, 1999 EX-99 3 Exhibit 99(b) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 1998 Commission File No. 1-8968 _______________ ANADARKO EMPLOYEE SAVINGS PLAN _______________ ANADARKO PETROLEUM CORPORATION 17001 Northchase Drive Houston, Texas 77060-2141 (281) 875-1101 ANADARKO EMPLOYEE SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES FINANCIAL STATEMENTS Page Statement of Net Assets Available for Benefits (with Fund Information), December 31, 1998 1 Statement of Net Assets Available for Benefits (with Fund Information), December 31, 1997 3 Statement of Changes in Net Assets Available for Benefits (with Fund Information), Year Ended December 31, 1998 5 Notes to Financial Statements 9 Independent Auditors' Report 16 SCHEDULES Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1998 S-1 Schedule IV -Item 27d - Schedule of Reportable Transactions, Year Ended December 31, 1998 S-2 All other schedules are omitted because they are not applicable, not required or the information is included in the Financial Statements or Notes thereto. ANADARKO EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Benefits (with Fund Information) December 31, 1998
Growth Company Equity Balanced Small-Cap thousands except number of shares Stock Fund Fund Fund Equity Fund Assets Investments, at fair value: Anadarko Petroleum Corporation - 2,953,831 shares of common stock (cost $80,480) $91,199 $ --- $ --- $ --- Scudder Growth and Income Mutual Fund - 322,939 units (cost $9,261) --- 8,497 --- --- George Putnam Mutual Fund - 493,269 units (cost $8,251) --- --- 8,899 --- Franklin Balance Sheet Investment Mutual Fund - 39,477 units (cost $1,370) --- --- --- 1,248 Janus Worldwide Mutual Fund - 45,946 units (cost $1,945) --- --- --- --- Vanguard Index 500 Mutual Fund - 47,066 units (cost $4,676) --- --- --- --- Money market investments --- --- --- --- Member loans receivable 4,134 --- --- --- 95,333 8,497 8,899 1,248 Accrued interest and dividends receivable 35 590 --- --- Member contribution receivable 449 110 82 18 Employer contribution receivable 558 --- --- --- Other assets 636 --- --- --- Total assets 97,011 9,197 8,981 1,266 Liabilities 1 691 84 28 Net Assets Available For Benefits $97,010 $8,506 $8,897 $1,238 (Continued)
-1- ANADARKO EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Benefits (Continued) (with Fund Information) December 31, 1998
Global S&P 500 Money thousands except number of shares Fund Index Fund Market Fund Total Assets Investments, at fair value: Anadarko Petroleum Corporation - 2,953,831 shares of common stock (cost $80,480) $ --- $ --- $--- $ 91,199* Scudder Growth and Income Mutual Fund - 322,939 units (cost $9,261) --- --- --- 8,497* George Putnam Mutual Fund - 493,269 units (cost $8,251) --- --- --- 8,899* Franklin Balance Sheet Investment Mutual Fund - 39,477 units (cost $1,370) --- --- --- 1,248 Janus Worldwide Mutual Fund - 45,946 units (cost $1,945) 2,176 --- --- 2,176 Vanguard Index 500 Mutual Fund - 47,066 units (cost $4,676) --- 5,363 --- 5,363 Money market investments --- --- 13,541 13,541* Member loans receivable --- --- --- 4,134 2,176 5,363 13,541 135,057 Accrued interest and dividends receivable --- --- 57 682 Member contribution receivable 33 66 63 821 Employer contribution receivable --- --- --- 558 Other assets --- --- --- 636 Total assets 2,209 5,429 13,661 137,754 Liabilities 48 291 57 1,200 Net Assets Available For Benefits $2,161 $5,138 $13,604 $136,554 *Represents more than 5% of net assets available for benefits. See accompanying notes to financial statements.
-2- ANADARKO EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Benefits (with Fund Information) December 31, 1997
Growth Company Equity Balanced Small-Cap thousands except number of shares Stock Fund Fund Fund Equity Fund Assets Investments, at fair value: Anadarko Petroleum Corporation - 2,602,472 shares of common stock (cost $61,838) $78,969 $ --- $ --- $--- Scudder Growth and Income Mutual Fund - 305,939 units (cost $8,966) --- 8,361 --- --- George Putnam Mutual Fund - 530,843 units (cost $8,545) --- --- 9,545 --- Franklin Balance Sheet Investment Mutual Fund - 27,416 units (cost $970) --- --- --- 920 Janus Worldwide Mutual Fund - 28,691 units (cost $1,181) --- --- --- --- Vanguard Index 500 Mutual Fund - 15,269 units (cost $1,364) --- --- --- --- Money market investments 936 --- --- --- Member loans receivable 3,849 --- --- --- 83,754 8,361 9,545 920 Accrued interest and dividends receivable 6 --- --- --- Total assets 83,760 8,361 9,545 920 Liabilities 503 --- --- --- Net Assets Available For Benefits $83,257 $8,361 $9,545 $920 (Continued)
-3- ANADARKO EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Benefits (Continued) (with Fund Information) December 31, 1997
Global S&P 500 Money thousands except number of shares Fund Index Fund Market Fund Total Assets Investments, at fair value: Anadarko Petroleum Corporation - 2,602,472 shares of common stock (cost $61,838) $ --- $ --- $ --- $ 78,969* Scudder Growth and Income Mutual Fund - 305,939 units (cost $8,966) --- --- --- 8,361* George Putnam Mutual Fund - 530,843 units (cost $8,545) --- --- --- 9,545* Franklin Balance Sheet Investment Mutual Fund - 27,416 units (cost $970) --- --- --- 920 Janus Worldwide Mutual Fund - 28,691 units (cost $1,181) 1,084 --- --- 1,084 Vanguard Index 500 Mutual Fund - 15,269 units (cost $1,364) --- 1,375 --- 1,375 Money market investments --- --- 11,108 12,044* Member loans receivable --- --- --- 3,849 1,084 1,375 11,108 116,147 Accrued interest and dividends receivable --- --- 49 55 Total assets 1,084 1,375 11,157 116,202 Liabilities 65 --- --- 568 Net Assets Available For Benefits $1,019 $1,375 $11,157 $115,634 *Represents more than 5% of net assets available for benefits. See accompanying notes to financial statements.
-4- ANADARKO EMPLOYEE SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits (with Fund Information) For the Year Ended December 31, 1998
Growth Company Equity Balanced Small-Cap thousands Stock Fund Fund Fund Equity Fund Investment income: Dividends on Anadarko Petroleum Corporation common stock $ 516 $ --- $--- $ --- Dividends on Scudder Growth and Income units --- 1,431 --- --- Dividends on George Putnam units --- --- 882 --- Dividends on Franklin Balance Sheet Investment units --- --- --- 61 Dividends on Janus Worldwide units --- --- --- --- Dividends on Vanguard Index 500 units --- --- --- --- Interest earned 31 --- --- --- Interest income on participant loans 359 --- --- --- Total investment income 906 1,431 882 61 Investment expenses: Administrative expenses (fees and commissions) 89 --- --- --- Net investment income 817 1,431 882 61 Net realized gain on investments 7,045 49 92 12 Net unrealized appreciation (depreciation) in fair value of investments $(1,413) $ (394) $(44) $(108) (Continued)
-5- ANADARKO EMPLOYEE SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits (Continued) (with Fund Information) For the Year Ended December 31, 1998
Global S&P 500 Money thousands Fund Index Fund Market Fund Total Investment income: Dividends on Anadarko Petroleum Corporation common stock $--- $--- $--- $ 516 Dividends on Scudder Growth and Income units --- --- --- 1,431 Dividends on George Putnam units --- --- --- 882 Dividends on Franklin Balance Sheet Investment units --- --- --- 61 Dividends on Janus Worldwide units 8 --- --- 8 Dividends on Vanguard Index 500 units --- 74 --- 74 Interest earned --- --- 706 737 Interest income on participant loans --- --- --- 359 Total investment income 8 74 706 4,068 Investment expenses: Administrative expenses (fees and commissions) --- --- --- 89 Net investment income 8 74 706 3,979 Net realized gain on investments 124 253 --- 7,575 Net unrealized appreciation (depreciation) in fair value of investments $210 $631 $--- $(1,118) (Continued)
-6- ANADARKO EMPLOYEE SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits (Continued) (with Fund Information) For the Year Ended December 31, 1998
Growth Company Equity Balanced Small-Cap thousands except number of shares Stock Fund Fund Fund Equity Fund Contributions: Member $ 4,403 $1,146 $ 809 $ 186 Employer Anadarko Petroleum Corporation common stock (139,231 shares) 4,938 --- --- --- 9,341 1,146 809 186 Interfund transfers (483) (1,890) (2,148) 169 Additional contributions resulting from forfeitures 36 --- --- --- Total contributions 8,894 (744) (1,339) 355 Withdrawals: Distributions to Members 1,554 197 239 2 Forfeitures 36 --- --- --- Total withdrawals 1,590 197 239 2 Increase (decrease) in net assets during the year 13,753 145 (648) 318 Net assets at beginning of year 83,257 8,361 9,545 920 Net assets at end of year $97,010 $8,506 $8,897 $1,238 (Continued)
-7- ANADARKO EMPLOYEE SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits (Continued) (with Fund Information) For the Year Ended December 31, 1998 Global S&P 500 Money thousands except number of shares Fund Index Fund Market Fund Total Contributions: Member $ 377 $ 634 $ 575 $ 8,130 Employer Anadarko Petroleum Corporation common stock (139,231 shares) --- --- --- 4,938 377 634 575 13,068 Interfund transfers 433 2,216 1,703 --- Additional contributions resulting from forfeitures --- --- --- 36 Total contributions 810 2,850 2,278 13,104 Withdrawals: Distributions to Members 10 45 537 2,584 Forfeitures --- --- --- 36 Total withdrawals 10 45 537 2,620 Increase (decrease) in net assets during the year 1,142 3,763 2,447 20,920 Net assets at beginning of year 1,019 1,375 11,157 115,634 Net assets at end of year $2,161 $5,138 $13,604 $136,554 See accompanying notes to financial statements.
-8- ANADARKO EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Basis of Presentation The accounts of the Anadarko Employee Savings Plan (Plan) are maintained on an accrual basis. Certain amounts for the prior year have been restated to conform to the current presentation. Use of Estimates The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing financial statements, management makes informed judgements and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the additions and deductions to net assets available for Plan benefits. Actual results may differ from these estimates. Expenses All trustee fees, brokerage fees and other expenses incident to the administration of the Plan may be paid by Anadarko Petroleum Corporation (Anadarko, the Company or the Employer) and, if not paid by the Company, shall be paid by the Plan. In 1998, the Company elected to pay the trustee fees for the Plan and presently intends to continue to do so although the Company can, at its discretion, discontinue this practice. Effective October 1997, a five- cents per share brokerage fee is charged to participants for each share of Anadarko stock transferred out of the Company Stock Fund. Investments On each valuation date, as defined, securities held by the Plan are valued at fair value and the increase or decrease in the value of securities held, plus any net income or loss of the Plan, is allocated to the participants' accounts. Fair value is based on the closing market price of the securities at December 31. Security transactions are recorded on a trade- date basis. Realized gains and losses are based on the difference between fair values of the withdrawn securities at the trade date and the fair value at January 1. If no shares existed at the beginning of the period, realized gains and losses reported on withdrawals of securities were based on the difference between market values of the withdrawn securities at the trade date and the average cost to the Plan. Member loans receivable are valued at amortized cost, which approximates fair value. 2. Description of the Plan The Plan was adopted by the Company's Board of Directors and approved by its sole stockholder on August 27, 1986. The Plan has been subsequently restated and amended. The financial statements and accompanying notes relate to the Plan as in effect on December 31, 1998. -9- ANADARKO EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 2. Description of the Plan (Continued) The purpose of the Plan is to encourage and assist employees in accumulating retirement savings, to provide a means for employees to have an ownership interest in common stock of the Company (Company Stock) and to encourage employees to remain in the employ of the Company, its subsidiaries and affiliates. The Plan has been adopted exclusively to provide benefits for employees participating in the Plan (Members) and their beneficiaries, and no part of the corpus or income of the trust fund (Trust) established pursuant to the Plan to hold contributions of Members and the Company may be used for any purpose other than to provide such benefits and defray reasonable expenses of administering the Plan. The Plan is a defined contribution plan that is qualified under Section 401 of the Internal Revenue Code of 1986, as amended (Code). See Note 4. All regular employees of the Company are eligible to participate in the Plan upon employment. Participation is voluntary. Directors and officers who are also employees of the Company may participate on the same basis as all other employees. Members may contribute to the Plan up to 12% of their compensation, which includes base salary or wages, as well as overtime and incentive bonuses (excluding override payments, front-end bonuses and other special payments). The Company will match 100% of a Member's contributions up to a maximum of 6% of such Member's compensation. Subject to provisions of the Plan and applicable provisions of the Code and Treasury Regulations, an Eligible Employee may make a Qualified Rollover Contribution to the Plan. Contributions by a Member are always the Member's property and not subject to vesting. A Member has a 100% vested right to Employer matching contributions after three years of service or upon death, retirement, disability or a change of control of the Company. Subject to certain restrictions, Members may elect to have amounts distributed from the Plan to them prior to termination of employment through withdrawals or loans from the Plan. Contributions to the Plan are subject to certain limitations under the Code. Generally, employee contributions are withheld on the 25th of the month and sent to the Trustee by the first of the following month. The Employer contribution account of an employee who terminates employment prior to the time that he or she is vested will be forfeited by the employee. For 1998, employee forfeitures were $36,000. Forfeitures do not affect net assets of the Plan but merely reduce future Employer contributions. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. -10- ANADARKO EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. Investment Programs Employer Contributions The Employer contribution accounts of Members will be invested in Company Stock. Investment Options for Tax-Deferred, After-Tax and Rollover Contributions Each Member may designate the manner in which the amounts allocated to their tax-deferred savings account, their after-tax savings account and their rollover account shall be invested. The following is a listing of options: Option 1 In shares of Company Stock. Amounts invested under Option 1 shall be invested along with Employer matching contributions as one fund referred to as the Company Stock Fund. Option 2 In such general growth equity investments (other than Company Stock unless purchased indirectly via a mutual fund investment) as the Trustee may determine. Such investments may be made as direct investments of the Trust or may be investments in mutual funds which have investment guidelines and criteria which are consistent with this Option 2. Amounts invested under Option 2 shall be invested as one fund referred to as the Growth Equity Fund. Option 3 In such general fixed income and equity investments (other than Company Stock unless purchased indirectly via a mutual fund investment) as the Trustee may determine. Such investments may be made as direct investments of the Trust or may be investments in mutual funds which have investment guidelines and criteria which are consistent with this Option 3. Amounts invested under Option 3 shall be invested as one fund referred to as the Balanced Fund. Option 4 In such general small-cap equity investments (other than Company Stock unless purchased indirectly via a mutual fund investment) as the Trustee may determine. Such investments may be made as direct investments of the Trust or may be investments in mutual funds which have investment guidelines and criteria which are consistent with this Option 4. Amounts invested under Option 4 shall be invested as one fund referred to as the Small-Cap Equity Fund. Option 5 In such general worldwide equity investments (other than Company Stock unless purchased indirectly via a mutual fund investment) as the Trustee may determine. Such investments may be made as direct investments of the Trust or may be investments in mutual funds which have investment guidelines and criteria which are consistent with this Option 5. Amounts invested under Option 5 shall be invested as one fund referred to as the Global Fund. -11- ANADARKO EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. Investment Programs (Continued) Option 6 In such general equity index investments (other than Company Stock unless purchased indirectly via a mutual fund investment) as the Trustee may determine. Such investments may be made as direct investments of the Trust or may be investments in mutual funds which have investment guidelines and criteria which are consistent with this Option 6. Amounts invested under Option 6 shall be invested as one fund referred to as the S&P 500 Index Fund. Option 7 In such money market investments as the Trustee may determine. Such investments may be made as direct investments of the Trust or may be investments in mutual funds which have investment guidelines and criteria which are consistent with this Option 7. Amounts invested under Option 7 shall be invested as one fund referred to as the Money Market Fund. A Member may designate one of such options for all of the contributions to their tax-deferred savings account, their after-tax savings account and their rollover account or a Member may designate a percentage in 10% increments of such contributions to be invested pursuant to each option. Invested funds of Members, including Employer contributions, can be transferred between funds at the election of the Member, subject to certain restrictions as defined in the Plan. The amount of such transfers are reported as interfund transfers in the Statement of Changes in Net Assets Available for Benefits (with Fund Information). As of December 31, 1998, a total of 556 Members were investing their contributions in the Company Stock Fund, 55 Members were investing their contributions in the Money Market Fund, 23 Members were investing their contributions in the Balanced Fund, 18 Members were investing their contributions in the Growth Equity Fund, 15 Members were investing their contributions in the S&P 500 Index Fund, 3 Members were investing their contributions in the Global Fund, no Members were investing their contributions in the Small-Cap Equity Fund and 661 Members were investing their contributions in a combination of funds. Member Loans Receivable The amount of a Member's loan may not be more than the lesser of (1) 50% of the Member's vested account balance, or (2) $50,000 less the highest outstanding loan balance in the previous 12 months. Loan terms range from six months to five years. The loans are secured by the balance in the Member's account and bear interest at a rate fixed for the life of the loan. The interest rate is determined to be the prime interest rate plus 1% as reported in the Wall Street Journal on the first business day of the quarter preceding the date the loan was requested. Interest rates for current outstanding loans range from 6% to 10%. Principal and interest are paid ratably through monthly or semi-monthly payroll deductions. -12- ANADARKO EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 4. Federal Income Taxes The Company has received a favorable determination letter from the Internal Revenue Service that (i) the Plan as amended effective April 23, 1998 met the requirements of section 401(a) of the Code and the Trust established thereunder is exempt from federal income tax under section 501(a) of the Code and (ii) the provisions of the Plan as amended effective April 23, 1998 regarding tax-deferred contributions constituted a qualified cash or deferred arrangement within the meaning of section 401(k) of the Code. The Company is entitled to deduct for federal income tax purposes the amount of tax-deferred contributions and Employer matching contributions made to the Plan. In general, neither such contributions to the Plan nor the income of the Trust earned thereon and earned on Members' after-tax contributions to the Plan will be taxable to Members as income prior to the time such Members receive a distribution from the Plan. A Member's after-tax contributions to the Plan are not deductible from their taxable income. A Member's tax- deferred contributions are excluded from their taxable income for the year contributions are made, except for any amounts which exceed limitations under the Code. Certain tax consequences apply upon withdrawal and distribution of amounts in a Member's accounts, therefore a Member should seek tax advice prior to requesting a withdrawal or distribution. -13- ANADARKO EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 5. Net Realized Gain on Investments The net realized gain on investments for the year ended December 31, 1998 was computed as follows:
Company Growth Equity Balanced Small-Cap thousands Stock Fund Fund Fund Equity Fund Total proceeds $36,726 $3,704 $3,850 $675 Total costs 29,681 3,655 3,758 663 Net realized gain $ 7,045 $ 49 $ 92 $ 12 (Continued) Global S&P 500 thousands Fund Index Fund Total Total proceeds $1,185 $3,650 $49,790 Total costs 1,061 3,397 42,215 Net realized gain $ 124 $ 253 $ 7,575
-14- ANADARKO EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 6. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31 thousands 1998 1997 Net assets available for benefits per the financial statements $136,554 $115,634 Amounts allocated to withdrawing participants (1,796) --- Net assets available for benefits per the Form 5500 $134,758 $115,634
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year Ended thousands December 31, 1998 Benefits paid to participants per the financial statements $2,584 Add: Amounts allocated to withdrawing participants at December 31, 1998 1,796 Benefits paid to participants per the Form 5500 $4,380
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. -15- INDEPENDENT AUDITORS' REPORT The Administrative Committee Anadarko Employee Savings Plan: We have audited the accompanying statements of net assets available for benefits (with fund information) of the Anadarko Employee Savings Plan (the Plan), as of December 31, 1998 and 1997 and the related statement of changes in net assets available for benefits (with fund information), for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits (with fund information) of the Plan as of December 31, 1998 and 1997 and the changes in net assets available for benefits (with fund information), for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. [KPMG LLP] Houston, Texas June 11, 1999 -16- Schedule I ANADARKO EMPLOYEE SAVINGS PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1998
Shares/Par Fair Description Value Cost Value thousands except number of shares Common Stock: Anadarko Petroleum Corporation* 2,953,831 $ 80,480 $ 91,199 Mutual Funds: Scudder Growth and Income 322,939 9,261 8,497 George Putnam 493,269 8,251 8,899 Franklin Balance Sheet Investment 39,477 1,370 1,248 Janus Worldwide 45,946 1,945 2,176 Vanguard Index 500 47,066 4,676 5,363 25,503 26,183 Money Market - Nations Prime Fund 13,541,094 13,541 13,541 Member Loans* (6% to 10% interest rates) --- 4,134 4,134 $123,658 $135,057 *Party-in-interest See accompanying Independent Auditors' Report.
S-1 Schedule IV ANADARKO EMPLOYEE SAVINGS PLAN Item 27d - Schedule of Reportable Transactions For the Year Ended December 31, 1998
---------------Disposed--------------- --------Acquired-------- Number of Number of Description Transactions Proceeds Gain Transactions Cost thousands except number of transactions Anadarko Petroleum Corporation Common Stock* 53 $36,174 $12,101 84 $39,352 Mutual Fund - Vanguard Index 500 -- $ --- $ --- 111 $ 6,754 Money Market - Nations Prime Fund 141 $39,359 $ --- 125 $52,900 Pyramid Government Securities 117 $40,580 $ --- 169 $40,580 "Reportable transactions" represent a single or series of related transactions that exceeds 5% of the fair market value of Plan assets at the beginning of the year. *Party-in-interest See accompanying Independent Auditors' Report.
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