UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-08968

ANADARKO PETROLEUM CORPORATION*

(Exact name of registrant as specified in its charter)

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

(832) 636-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Anadarko Petroleum Corporation’s 4.850% Senior Notes due 2021

Anadarko Petroleum Corporation’s 3.450% Senior Notes due 2024

Guarantee of Kerr-McGee Corporation’s 6.950% Senior Notes due 2024

Anadarko Petroleum Corporation’s 7.250% Debentures due 2025

Anadarko Petroleum Corporation’s 5.550% Senior Notes due 2026

Guarantee of Anadarko Holding Company’s 7.500% Debentures due 2026

Anadarko Petroleum Corporation’s 7.000% Debentures due 2027

Guarantee of Kerr-McGee Corporation’s 7.125% Debentures due 2027

Guarantee of Anadarko Holding Company’s 7.150% Debentures due 2028

Anadarko Petroleum Corporation’s 6.625% Debentures due 2028

Anadarko Petroleum Corporation’s 7.200% Debentures due 2029

Guarantee of Anadarko Holding Company’s 7.950% Debentures due 2029

Guarantee of Anadarko Finance Company’s 7.500% Senior Notes due 2031

Guarantee of Kerr-McGee Corporation’s 7.875% Senior Notes due 2031

Anadarko Petroleum Corporation’s 6.450% Senior Notes due 2036

Anadarko Petroleum Corporation’s Zero Coupon Senior Notes due 2036

Anadarko Petroleum Corporation’s 7.950% Senior Notes due 2039

Anadarko Petroleum Corporation’s 6.200% Senior Notes due 2040

Anadarko Petroleum Corporation’s 4.500% Senior Notes due 2044

Anadarko Petroleum Corporation’s 6.600% Senior Notes due 2046

Anadarko Petroleum Corporation’s 7.250% Debentures due 2096

Anadarko Petroleum Corporation’s 7.730% Debentures due 2096

Guarantee of Anadarko Holding Company’s 7.500% Debentures due 2096

Common Stock, par value $0.01 per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	☒
Rule 12g-4(a)(2)	☐
Rule 12h-3(b)(1)(i)	☒
Rule 12h-3(b)(1)(ii)	☐
Rule 15d-6	☐
Rule 15d-22(b)	☐

Approximate number of holders of record as of the certification or notice date:

Anadarko Petroleum Corporation’s 4.850% Senior Notes due 2021 – 62 holders

Anadarko Petroleum Corporation’s 3.450% Senior Notes due 2024 – 46 holders

Guarantee of Kerr-McGee Corporation’s 6.950% Senior Notes due 2024 – 65 holders

Anadarko Petroleum Corporation’s 7.250% Debentures due 2025 – 12 holders

Anadarko Petroleum Corporation’s 5.550% Senior Notes due 2026 – 65 holders

Guarantee of Anadarko Holding Company’s 7.500% Debentures due 2026 – 32 holders

Anadarko Petroleum Corporation’s 7.000% Debentures due 2027 – 27 holders

Guarantee of Kerr-McGee Corporation’s 7.125% Debentures due 2027 – 36 holders

Guarantee of Anadarko Holding Company’s 7.150% Debentures due 2028 – 41 holders

Anadarko Petroleum Corporation’s 6.625% Debentures due 2028 – 18 holders

Anadarko Petroleum Corporation’s 7.200% Debentures due 2029 – 38 holders

Guarantee of Anadarko Holding Company’s 7.950% Debentures due 2029 – 33 holders

Guarantee of Anadarko Finance Company’s 7.500% Senior Notes due 2031 – 55 holders

Guarantee of Kerr-McGee Corporation’s 7.875% Senior Notes due 2031 – 46 holders

Anadarko Petroleum Corporation’s 6.450% Senior Notes due 2036 – 74 holders

Anadarko Petroleum Corporation’s Zero Coupon Senior Notes due 2036 – 36 holders

Anadarko Petroleum Corporation’s 7.950% Senior Notes due 2039 – 38 holders

Anadarko Petroleum Corporation’s 6.200% Senior Notes due 2040 – 55 holders

Anadarko Petroleum Corporation’s 4.500% Senior Notes due 2044 – 51 holders

Anadarko Petroleum Corporation’s 6.600% Senior Notes due 2046 – 55 holders

Anadarko Petroleum Corporation’s 7.250% Debentures due 2096 – 19 holders

Anadarko Petroleum Corporation’s 7.730% Debentures due 2096 – 31 holders

Guarantee of Anadarko Holding Company’s 7.500% Debentures due 2096 – 14 holders

Common Stock, par value $0.01 per share – 1 holder

Pursuant to the requirements of the Securities Exchange Act of 1934, Anadarko Petroleum Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: August 19, 2019	ANADARKO PETROLEUM CORPORATION

	By:	/s/ Nicole E. Clark
		Nicole E. Clark
		Vice President and Secretary

* On May 9, 2019, Occidental Petroleum Corporation, a Delaware corporation (“Occidental”), Baseball Merger Sub 1, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Occidental (“Merger Subsidiary”) and Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), announced that they entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for Occidental to acquire Anadarko. Pursuant to the Merger Agreement, Merger Subsidiary merged with and into Anadarko, with Anadarko continuing as the surviving entity and as an indirect, wholly owned subsidiary of Occidental.