(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2009 | ||
OR | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware
(State or other jurisdiction of incorporation or organization) |
41-0747868
(I.R.S. Employer Identification No.) |
Name of Each Exchange
|
||
Title of Each Class
|
On Which Registered
|
|
Common Stock, $0.625 par value
|
New York Stock Exchange,
Chicago Stock Exchange and |
|
NASDAQ National Market | ||
Preferred Stock Purchase Rights
|
New York Stock Exchange and
Chicago Stock Exchange |
|
Apache Finance Canada Corporation
|
New York Stock Exchange | |
7.75% Notes Due 2029
|
||
Irrevocably and Unconditionally
|
||
Guaranteed by Apache Corporation
|
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Aggregate market value of the voting and non-voting common
equity held by non-affiliates of registrant as of June 30,
2009
|
$ | 24,224,151,606 | ||
Number of shares of registrants common stock outstanding
as of January 31, 2010
|
336,550,234 |
2
3
own a balanced portfolio of core assets;
maintain financial flexibility and a strong balance
sheet; and
optimize rates of return, earnings and cash flow.
4
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No single region contributed more than 27 percent of our
equivalent production or reserves in 2009.
The mixture of reserve life (estimated reserves divided by
annual production) in our regions, which translates into balance
in the timing of returns on our investments, ranges from as
short as six years to as long as 21 years.
Our balanced product mix provides a measure of protection
against price deterioration in a given product while retaining
upside potential through a significant increase in either
commodity price. In 2009 crude oil and liquids provided
50 percent of our production and 72 percent of our
revenue. At year-end, our estimated proved reserves were
45 percent crude oil and liquids and 55 percent
natural gas.
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Percentage
2009
2009 Gross
Percentage
12/31/09
of Total
Gross
New
of Total
2009
Estimated
Estimated
New
Productive
2009
2009
Production
Proved
Proved
Wells
Wells
Production
Production
Revenue
Reserves
Reserves
Drilled
Drilled
(In MMboe)
(In millions)
(In MMboe)
42.8
20
%
$
1,814
300.0
13
%
26
15
32.5
15
1,236
630.0
27
135
133
75.3
35
3,050
930.0
40
161
148
28.2
13
877
531.0
22
201
188
103.5
48
3,927
1,461.0
62
362
336
55.7
26
2,553
308.8
13
164
147
14.7
7
363
305.3
13
33
28
22.4
11
1,369
172.5
7
17
14
16.6
8
362
119.0
5
32
31
2
2
109.4
52
4,647
905.6
38
248
222
212.9
100
%
$
8,574
2,366.6
100
%
610
558
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Net Exploratory
Net Development
Total Net Wells
Productive
Dry
Total
Productive
Dry
Total
Productive
Dry
Total
5.6
2.5
8.1
107.6
8.5
116.1
113.2
11.0
124.2
3.0
3.0
136.8
12.8
149.6
139.8
12.8
152.6
8.6
10.4
19.0
126.4
4.0
130.4
135.0
14.4
149.4
6.9
3.8
10.7
4.7
4.7
11.6
3.8
15.4
1.0
1.0
12.6
2.9
15.5
13.6
2.9
16.5
3.4
0.7
4.1
25.5
25.5
28.9
0.7
29.6
2.0
2.0
2.0
2.0
30.5
17.4
47.9
413.6
28.2
441.8
444.1
45.6
489.7
4.5
6.6
11.1
334.8
25.3
360.1
339.3
31.9
371.2
3.9
5.0
8.9
328.0
10.1
338.1
331.9
15.1
347.0
18.7
11.5
30.2
193.2
5.8
199.0
211.9
17.3
229.2
6.4
9.0
15.4
12.5
12.5
18.9
9.0
27.9
11.7
11.7
11.7
11.7
7.5
2.0
9.5
54.4
6.2
60.6
61.9
8.2
70.1
41.0
34.1
75.1
934.6
47.4
982.0
975.6
81.5
1,057.1
3.0
3.1
6.1
264.9
16.5
281.4
267.9
19.6
287.5
9.5
15.5
25.0
206.0
35.4
241.4
215.5
50.9
266.4
10.7
13.0
23.7
144.3
14.8
159.1
155.0
27.8
182.8
3.8
7.2
11.0
2.7
2.7
6.5
7.2
13.7
2.5
2.5
4.9
6.8
11.7
4.9
9.3
14.2
2.0
2.0
80.8
2.0
82.8
82.8
2.0
84.8
29.0
41.3
70.3
703.6
75.5
779.1
732.6
116.8
849.4
Gas
Oil
Total
Gross
Net
Gross
Net
Gross
Net
830
655
967
712
1,797
1,367
3,350
1,765
7,690
5,358
11,040
7,123
8,355
7,373
2,215
982
10,570
8,355
45
45
660
640
705
685
12
8
32
20
44
28
74
72
74
72
410
372
550
473
960
845
13,002
10,218
12,188
8,257
25,190
18,475
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Average Lease
Production
Operating Cost per
Average Sales Price
Year Ended December 31,
Oil
NGLs
Gas
Boe
Oil
NGLs
Gas
(Mbbls)
(Mbbls)
(MMcf)
(Per bbl)
(Per bbl)
(Per Mcf)
32,534
2,239
243,121
$
10.59
$
59.06
$
33.02
$
4.34
5,543
763
131,121
11.46
56.16
25.54
4.17
33,631
132,355
5.17
61.34
3.70
3,569
67,020
6.84
64.42
1.99
22,259
987
8.19
60.91
13.15
4,199
1,183
67,363
6.78
49.42
18.76
1.96
101,735
4,185
641,967
$
8.48
$
59.85
$
27.63
$
3.69
32,866
2,191
248,835
$
12.62
$
83.70
$
58.62
$
8.86
6,278
760
129,099
14.00
93.53
49.33
7.94
24,431
96,518
6.47
91.37
5.25
3,019
45,019
9.85
91.78
2.10
21,775
965
10.00
95.76
18.78
4,542
1,056
71,609
6.58
49.46
37.83
1.61
92,911
4,007
592,045
$
10.56
$
87.80
$
51.38
$
6.70
33,127
2,811
280,903
$
10.55
$
66.48
$
45.24
$
7.04
6,846
820
141,697
12.36
68.29
40.55
6.30
22,168
87,883
5.16
72.51
4.60
5,029
71,149
4.81
79.79
1.89
19,576
705
10.61
70.93
15.03
4,175
1,022
73,330
4.81
45.99
37.78
1.17
90,921
4,653
655,667
$
8.90
$
68.84
$
42.78
$
5.34
Undeveloped Acreage
Developed Acreage
Gross Acres
Net Acres
Gross Acres
Net Acres
2,133,890
1,347,842
2,854,176
1,762,757
2,231,460
1,782,795
3,335,057
2,639,663
9,797,481
6,336,803
1,313,280
1,208,331
5,843,110
3,886,650
744,776
402,500
341,195
237,380
41,019
39,846
2,889,000
2,610,000
259,000
194,000
1,203,608
1,034,841
24,439,744
17,236,311
8,547,308
6,247,097
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Oil
NGL
Gas
Total
(MMbbls)
(MMbbls)
(MMcf)
(MMboe)
344
29
1,785
671
79
10
1,436
329
98
838
237
33
1
700
151
142
5
143
19
7
473
105
144
6
653
260
56
1
869
202
18
321
71
44
662
154
30
30
5
1
54
14
1,012
55
7,796
2,367
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20
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ITEM 1A.
RISK
FACTORS
worldwide and domestic supplies of crude oil and natural gas;
actions taken by foreign oil and gas producing nations;
21
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political conditions and events (including instability or armed
conflict) in crude oil or natural gas producing regions;
the level of global crude oil and natural gas inventories;
the price and level of imported foreign crude oil and natural
gas;
the price and availability of alternative fuels, including coal
and biofuels;
the availability of pipeline capacity and infrastructure;
the availability of crude oil transportation and refining
capacity;
weather conditions;
electricity generation;
domestic and foreign governmental regulations and taxes; and
the overall economic environment.
limiting our financial condition, liquidity,
and/or
ability to fund planned capital expenditures and operations;
reducing the amount of crude oil and natural gas that we can
produce economically;
causing us to delay or postpone some of our capital projects;
reducing our revenues, operating income and cash flows;
limiting our access to sources of capital, such as equity and
long-term debt;
a reduction in the carrying value of our crude oil and natural
gas properties; or
a reduction in the carrying value of goodwill.
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our production falls short of the hedged volumes;
there is a widening of price-basis differentials between
delivery points for our production and the delivery point
assumed in the hedge arrangement;
the counterparties to our hedging or other price risk management
contracts fail to perform under those arrangements; or
a sudden unexpected event materially impacts oil and natural gas
prices.
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unexpected drilling conditions;
pressure or irregularities in formations;
equipment failures or accidents;
fires, explosions, blowouts and surface cratering;
marine risks such as capsizing, collisions and hurricanes;
other adverse weather conditions; and
increase in the cost of, or shortages or delays in the
availability of, drilling rigs and equipment.
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historical production from the area compared with production
from other areas;
the assumed effects of regulations by governmental agencies,
including the impact of the SECs new oil and gas company
reserves reporting requirements;
assumptions concerning future crude oil and natural gas prices;
future operating costs;
severance and excise taxes;
development costs; and
workover and remediation costs.
25
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general strikes and civil unrest;
the risk of war, acts of terrorism, expropriation and resource
nationalization, forced renegotiation or modification of
existing contracts;
import and export regulations;
taxation policies, including royalty and tax increases and
retroactive tax claims, and investment restrictions;
price control;
transportation regulations and tariffs;
constrained natural gas markets dependent on demand in a single
or limited geographical area;
exchange controls, currency fluctuations, devaluation or other
activities that limit or disrupt markets and restrict payments
or the movement of funds;
laws and policies of the United States affecting foreign trade,
including trade sanctions;
the possibility of being subject to exclusive jurisdiction of
foreign courts in connection with legal disputes relating to
licenses to operate and concession rights in countries where we
currently operate;
the possible inability to subject foreign persons, especially
foreign oil ministries and national oil companies, to the
jurisdiction of courts in the United States; and
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difficulties in enforcing our rights against a governmental
agency because of the doctrine of sovereign immunity and foreign
sovereignty over international operations.
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ITEM 1B.
UNRESOLVED
SEC STAFF COMMENTS
ITEM 3.
LEGAL
PROCEEDINGS
ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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41
42
43
ITEM 5.
MARKET
FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
2009
2008
Price Range
Dividends Per Share
Price Range
Dividends Per Share
High
Low
Declared
Paid
High
Low
Declared
Paid
$
88.07
$
51.03
$
.15
$
.15
$
122.34
$
84.52
$
.25
$
.25
87.04
61.60
.15
.15
149.23
117.65
.15
15
95.77
65.02
.15
.15
145.00
94.82
.15
.15
106.46
88.06
.15
.15
103.17
57.11
.15
.15
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*
$100 invested on 12/31/04 in stock including reinvestment of
dividends.
Fiscal year ending December 31.
2004
2005
2006
2007
2008
2009
$
100.00
$
136.28
$
133.14
$
216.91
$
151.34
$
211.14
100.00
104.91
121.48
128.16
80.74
102.11
100.00
165.32
174.20
250.27
149.86
210.65
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ITEM 6.
SELECTED
FINANCIAL DATA
As of or for the Year Ended December 31,
2009
2008
2007
2006
2005
(In thousands, except per share amounts)
$
8,614,826
$
12,389,750
$
9,999,752
$
8,309,131
$
7,584,244
(291,692
)
706,274
2,806,678
2,546,771
2,618,050
(.87
)
2.11
8.45
7.72
7.96
(.87
)
2.09
8.39
7.64
7.84
.60
.70
.60
.50
.36
$
28,185,743
$
29,186,485
$
28,634,651
$
24,308,175
$
19,271,796
4,950,390
4,808,975
4,011,605
2,019,831
2,191,954
15,778,621
16,508,721
15,377,979
13,191,053
10,541,215
336,437
334,710
332,927
330,737
330,121
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ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Own a balanced portfolio of core assets;
Maintain financial flexibility and a strong balance
sheet; and
Optimize rates of return, earnings and cash flow.
Demand for fuel continues to grow in many parts of the
developing world, where billions of people are seeking to move
up the economic ladder.
A new psychology of scarcity is driving competition for
resources around the world and testing many long-held
assumptions and relationships. The world will need all sources
of energy including wind, solar and other
alternatives to keep up with long-term demand growth.
In North America, recent improvements in horizontal drilling and
completion technology have transformed the natural gas market,
opening up a
100-year
resource with the potential to improve U.S. energy
security, create jobs and help achieve environmental and climate
change goals.
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Record production of 583,328 boe/d, up nine percent from 2008;
Average realized oil prices decreased 32 percent to $59.85
per bbl;
Average realized gas prices decreased 45 percent to $3.69
per Mcf;
A non-cash after-tax write-down of the carrying value of proved
property of $1.98 billion in 2009 versus $3.6 billion
in 2008 affected earnings; and
Total operating expenses decreased $3.2 billion, or
28 percent, from 2008.
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Van Gogh Discovery Development
Drilling and
installation of subsea production equipment were completed in
2009 at the Apache-operated Van Gogh field discovery. Limited
production began in February 2010, with routine commissioning
activities still being performed on the floating, production,
storage, and offloading vessel (FPSO) servicing the field.
Pyrenees Discovery Development
Installation of
subsea facilities at our Pyrenees field was completed in 2009.
First oil production commenced ahead of schedule, on
February 24, 2010. As planned, the wells will be drilled
and brought on in phases, with half of the expected production
volume ramping up over the next six months.
Halyard Discovery Development
In April 2008 we
drilled the Halyard-1 discovery well, which tested
68 MMcf/d.
We currently plan to tie the field into the existing nearby East
Spar gas facilities. First production is anticipated in 2011.
Reindeer Discovery Development
Our Reindeer
field discovery will be produced through an onshore gas plant
currently under construction, the Devil Creek gas plant. In
2009, we entered into a gas sales contract covering a portion of
the fields future production. Under the contract, Apache
and our joint venture partner agreed to supply 154 Bcf of
gas over seven years (approximately
60 MMcf/d)
beginning in the second half of 2011 at prices higher than we
have historically received in Western Australia. Apache owns a
55-percent interest in the field. The company is continuing to
market its remaining net share in the Reindeer field.
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Julimar and Brunello Natural Gas
Discoveries
Our Julimar and Brunello natural gas
discoveries will be produced through liquefied natural gas (LNG)
facilities (discussed below). The LNG project, which is
currently in front-end engineering and design (FEED), will
convert the gas into LNG for sale on the world market. World LNG
prices are typically tied to oil prices, and are currently
higher than gas prices we have historically received in Western
Australia. Our projected net sales would approximate
190 MMcf/d
and 5,100 b/d with a projected
15-year
production plateau when the multi-year project is complete and
all the wells are producing.
Wheatstone LNG Project
In October 2009, Apache
announced an agreement to become a foundation equity partner in
Chevrons Wheatstone LNG hub in Western Australia. Chevron,
which has a 100-percent interest in the Wheatstone field, will
operate the LNG facilities with a 75-percent interest. Apache
will own 16.25 percent interest in the project and our
partner in the Julimar and Brunello fields will own the
remaining project interest. The Wheatstone project is targeting
a final investment decision (FID) in 2011 and first sales from
the facility are projected for 2015. Our net capital for the
project is currently estimated to be $1.2 billion for
upstream development of the Julimar and Brunello fields and
$3.0 billion in the Wheatstone facilities. The investment
will be funded as the multi-year project is developed.
Macedon and Coniston Discoveries
We have two
contingent development opportunities that will be evaluated
during 2010. The Macedon field is a gas discovery near our
Pyrenees field which is currently being reviewed by the
operator, BHP Billiton, for commercial development. Gas produced
from Pyrenees will be reinjected into the Macedon field to
reduce flaring and conserve those volumes for future production.
The Coniston field is an oil accumulation near our Van Gogh
field. Apache drilled 10 appraisal wells during the year and is
evaluating a development plan to tie-back the field to the FPSO
currently serving the Van Gogh field.
In June 2005, Apache and the Egyptian government set a goal to
double gross equivalent production from Apache operated
concessions by the end of 2010 (2X Project). At the time of the
proposal, Apaches gross operated equivalent production was
approximately 163 Mboe/d. As we exited 2009, Egypt was over
90 percent of the way to reaching that goal.
Egypts gross gas production increased 26 percent,
driven by exploration successes at our Khalda and Matruh
concessions and from additional plant and pipeline capacity.
Additional capacity provided by the combination of two new
processing trains at the Salam Gas Plant and completion of a
project to increase compression on the Northern pipeline allowed
previously discovered wells in the Khalda Concession Qasr field
to come online. The increased compression in the Northern Gas
Pipeline also allowed increased throughput at the nearby Tarek
plant and enabled us to begin producing previous discoveries at
the Jade and Falcon fields in our Matruh concession.
Egypts gross oil production increased 25 percent on
exploration successes in numerous concessions, most notably East
Bahariya Extension, South Umbarka, Matruh, NEAG Extension and
Khalda. Waterflood projects and increased condensate from
additional Qasr gas flowing through the new processing trains at
Salam Gas Plant also contributed.
Additional plant and pipeline capacity expansion will be
required in the coming years to keep pace with the
internally-generated discoveries described below.
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Phiops Field Discovery
Kalabsha
Concession Current production from the Phiops field,
initially discovered in late 2008, is approximately 8,100 b/d
gross, with two of four completed wells shut-in due to facility
constraints. The Phiops field is the largest of five fields
discovered in the Faghur Basin of the Western Desert since 2006
by Apache through its joint venture partner, Khalda Petroleum
Company. We expect to increase production to 20,000 gross
barrels per day when additional infrastructure is completed by
mid-2010. To allow for future production growth, a second phase
of infrastructure expansion to 40,000 b/d, is targeted for
completion by the end of the third quarter of 2010. In addition,
gas capacity of
38 MMcf/d
is slated for mid-2011. Further exploration, appraisal and
development activity in the concession is planned for 2010.
Concession Extensions
Amendments to extend our
Siwa, Sallum, and West Ghazalat exploration concessions for an
additional three years (to July 27, 2013) were
approved by the Egyptian Parliament in June 2009. These
concessions encompass 3.8 million gross acres, which Apache
operates with a 50-percent contractor interest. Seismic
acquisition and early exploration drilling is planned for 2010.
Additionally, we finalized extension of the Khalda Offset and
East Bahariya concessions in the Western Desert. At Khalda
Offset, the exploration phase is extended until July 2016.
Apache has a 100-percent contractor interest in this concession,
which covers 909,000 acres. The East Bahariya concession
exploration phase was extended through July 2012. Apache has a
100-percent contractor interest in this concession, which
encompasses 674,000 acres.
North Tarek Concession
On April 30, 2009,
we announced the NTRK-C-1X well, our first discovery in this
concession along the Mediterranean coast, tested at a rate of
3,489 b/d and
5 MMcf/d.
Additional drilling is planned for 2010.
Shushan C Concession
Hydra Field
Apache has had numerous exploration successes on this concession
and is in the process of negotiating a Gas Sales Agreement with
Egyptian General Petroleum Corporation (EGPC). When the
agreement is completed, we will file to establish a development
lease. The most recent discovery, the Hydra-5X appraisal well,
tested
21 MMcf/d
and 3,744 b/d. This well follows Apaches Hydra-1X
discovery drilled in 2008 which test-flowed
76.6 MMcf/d
and 2,813 b/d.
Other Discoveries
During 2009 we had three
additional discoveries in Egypts Western Desert that
tested an aggregate
80 MMcf/d
and 5,909 b/d. The Sultan-3X located on the Khalda Offset
Concession test-flowed 5,021 b/d and
11 MMcf/d.
The two other discoveries, the Adam-1X and the Maggie-1X,
discovered new gas-condensate fields on the Matruh development
lease north of the Sultan discovery. Apache has a 100-percent
contractor interest in both concessions. Oil production from
Sultan-3X began in the first quarter of 2009.
During the second quarter of 2009 we announced the acquisition
of nine Permian Basin oil and gas fields with current net
production of 3,500 barrels of oil equivalent per day from
Marathon Oil Corporation for $187.4 million, subject to
normal post-closing adjustments. These long-lived oil fields fit
well with Apaches existing properties in the Permian
Basin, particularly in Lea County, N.M., and will provide us
drilling opportunities for many years. The effective date of the
transaction was January 1, 2009.
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In 2009 we drilled our first operated horizontal well in the
Granite Wash play in Washita County, Oklahoma. The
Hostetter #1-23H commenced production in September 2009 at
17 MMcf/d
and 800 b/d and is currently producing
9.5 MMcf/d
and 600 b/d. Apache owns a 72-percent working interest in the
well. We have drilled extensively over the past decade in the
Granite Wash, and as a result, we control approximately
200,000 gross acres in the play, mostly
held-by-production.
Hundreds of additional horizontal well locations have been
identified across our acreage, extending opportunities for many
years. In early 2010 we had three rigs in operation with plans
to increase to at least five as we target drilling a minimum of
29 horizontal wells in the play during the year.
In April 2009 we announced a key deepwater discovery at Ewing
Banks Block 998 that test-flowed 4,254 b/d and
5.4 MMcf/d.
The well will be connected to existing facilities, with first
production projected for mid-year 2010. Apache owns a 50-percent
interest in the property.
In May 2009 production commenced from two deepwater discoveries
in the Geauxpher field, located on Garden Banks Block 462.
During the second half of 2009, the field produced an average of
91 MMcf/d
gross. Apache generated the prospect and has a 40-percent
working interest.
At South Timbalier 287 (drilled from Apaches South
Timbalier 308 platform), the #A-8 well came online flowing
1,800 b/d. Apache has a 100-percent working interest in this
well.
At Ewing Banks 826, four successful wells were drilled as part
of our redevelopment program. Initial production rates ranged
from 500 b/d to 1,000 b/d per well. Apache has a 100-percent
working interest in these wells.
A relatively quiet hurricane season allowed the region to
continue restoration of shut-in production in the Gulf of
Mexico. We made considerable progress, and virtually all
production shut-in by hurricanes has been restored.
Horn River Basin Shale Gas Play
Apache
continued development activity on its Horn River Basin shale-gas
play in northeast British Columbia, where we have over 220,000
highly prospective net acres. During 2009 Apache and its joint
interest partner drilled 41 horizontal wells. Four of these
wells were completed and placed on production by year-end 2009
and were producing at a combined gross rate in excess of
19 MMcf/d.
Apache commenced stimulating the 16 wells on its first
operated development pad in the fourth quarter of 2009, with
production scheduled for mid-2010. A total of 55 wells are
planned for completion in 2010. Additionally, during the second
quarter of 2009, a new dehydration and compressor facility and a
new
42-mile
24-inch
sales line, with capacity of over
700 MMcf/d,
was commissioned that will allow us to flow gas to a third-party
interconnect point when completed in 2010.
Kitimat LNG Terminal
The expected magnitude of
the Horn River Basin resources and its remote
location far from most major North American
markets prompted Apache to seek alternative markets.
In January 2010 we announced an agreement to acquire a
51-percent interest in Kitimat LNG, Incs. proposed LNG
export terminal in British Columbia. We also reserved
51 percent of throughput capacity in the terminal. Planned
plant capacity will be approximately
700 MMcf/d,
or five million metric tons of LNG per day. This project has the
potential to access new markets in the Asia-Pacific region and
allow Apache to monetize gas from its Canadian region, including
its interest in the Horn River Basin in northeast British
Columbia. A final investment decision is expected in 2011, with
the first LNG shipments projected for as early as 2014. Apache
will become the operator of the project. Preliminary gross
construction cost estimates, which will be refined upon
completion of a FEED study, total C$3 billion. Kitimat is
designed to be linked to the pipeline system servicing Western
Canadas natural gas producing regions via the proposed
Pacific Trail
38
Table of Contents
Pipelines, a project with a current estimated gross cost of
C$1.1 billion. In association with our acquisition of
interest in the Kitimat project, we also acquired a 25.5-percent
interest in the proposed pipeline and
350 MMcf/d
of capacity rights.
Corridor Resources, Inc. Farm-in
In December
2009, we entered into a farm-in agreement with Corridor
Resources Inc. (Corridor) to appraise and potentially develop
oil and natural gas resources in the province of New Brunswick,
Canada. The initial
18-month
program is intended to evaluate the commercial potential of
natural gas development in the Frederick Brook formation and
light oil development at a recent Caledonia oil discovery at a
cost to Apache of not less than $25 million. Upon
completion of this appraisal program, Apache will have earned a
50-percent working interest in the spacing units drilled. Apache
will then have the option to participate in phase two of the
program at a cost of not less than $100 million. Upon
completion of this phase by March 31, 2013, Apache would
earn a 50-percent interest in approximately 116,000 acres.
On March 30, 2009, Apache announced that the Neuquén
Province of Argentina agreed to extend the term of eight federal
oil and gas concessions for 10 additional years. Neuquén
operations provide about half of Apaches total output in
Argentina. The concessions encompass approximately
590,000 acres, including exploratory areas totaling
514,000 acres. In exchange for production that would have
reverted to the Province beginning in six years and the right to
explore for 10 additional years, Apache paid a bonus of
approximately $23 million, increased the provincial royalty
to 15 percent from 12 percent and will spend up to
$320 million in future work programs over a
19-year
period.
During 2009 Apache received technical and commercial approval
from the government of Argentina for four Gas Plus projects and
technical approval for two more Gas Plus projects designed to
encourage new supplies through development of tight sands and
unconventional gas reserves. Under the Gas Plus program, Apache
has the opportunity to supply
10 MMcf/d
from fields in the Neuquén Province at a price of $4.10 per
MMBtu beginning January 2010 for an initial one-year term. The
Company also has a letter of intent for a contract to supply up
to
50 MMcf/d
from fields in the Neuquén and Rio Negro Provinces for
$5.00 per MMBtu beginning January 2011. The gas supplying the
Gas Plus program contracts is required to come from wells
39
Table of Contents
drilled in the projects approved fields and formations. We
believe this type of program, coupled with changing market
conditions, point to improving price realizations going forward.
Revenues for the Year Ended December 31,
2009
2008
2007
%
%
%
$ Value
Contribution
$ Value
Contribution
$ Value
Contribution
(In millions)
(In millions)
(In millions)
$
3,050
36
%
$
5,083
41
%
$
4,306
43
%
877
10
%
1,651
14
%
1,393
14
%
3,927
46
%
6,734
55
%
5,699
57
%
2,553
30
%
2,739
22
%
2,012
20
%
363
4
%
372
3
%
536
6
%
1,369
16
%
2,103
17
%
1,399
14
%
362
4
%
380
3
%
316
3
%
4,647
54
%
5,594
45
%
4,263
43
%
$
8,574
100
%
$
12,328
100
%
$
9,962
100
%
$
1,922
32
%
$
2,751
34
%
$
2,202
35
%
311
5
%
587
7
%
468
8
%
2,233
37
%
3,338
41
%
2,670
43
%
2,063
34
%
2,232
27
%
1,607
26
%
230
4
%
277
3
%
401
6
%
1,356
22
%
2,085
26
%
1,389
22
%
207
3
%
225
3
%
192
3
%
3,856
63
%
4,819
59
%
3,589
57
%
$
6,089
100
%
$
8,157
100
%
$
6,259
100
%
40
Table of Contents
Revenues for the Year Ended December 31,
2009
2008
2007
%
%
%
$ Value
Contribution
$ Value
Contribution
$ Value
Contribution
(In millions)
(In millions)
(In millions)
$
1,054
44
%
$
2,204
56
%
$
1,977
56
%
547
23
%
1,026
26
%
892
26
%
1,601
67
%
3,230
82
%
2,869
82
%
490
21
%
507
13
%
404
12
%
133
6
%
95
2
%
134
4
%
13
0
%
18
0
%
11
0
%
132
6
%
115
3
%
86
2
%
768
33
%
735
18
%
635
18
%
$
2,369
100
%
$
3,965
100
%
$
3,504
100
%
$
74
64
%
$
128
62
%
$
127
64
%
20
17
%
38
19
%
33
17
%
94
81
%
166
81
%
160
81
%
22
19
%
40
19
%
39
19
%
$
116
100
%
$
206
100
%
$
199
100
%
(1)
Included in oil and gas production revenues for 2009, 2008 and
2007 were a gain of $180.8 million, a loss of
$458.7 million and a loss of $32.5 million,
respectively, from financial derivative hedging activities.
(2)
Included in oil revenues for 2009, 2008 and 2007 were a gain of
$45.2 million, a loss of $450.8 million and a loss of
$96.6 million, respectively, from financial derivative
hedging activities.
(3)
Included in natural gas revenues for 2009, 2008 and 2007 were a
gain of $135.6 million, a loss of $7.9 million and a
gain of $64.1 million, respectively, from financial
derivative hedging activities.
Production and Prices for the Year Ended December 31,
Increase
Increase
2009
(Decrease)
2008
(Decrease)
2007
89,133
−1
%
89,797
−1
%
90,759
15,186
−11
%
17,154
−9
%
18,756
104,319
−2
%
106,951
−2
%
109,515
92,139
+38
%
66,753
+10
%
60,735
9,779
+19
%
8,249
−40
%
13,778
60,984
+3
%
59,494
+11
%
53,632
11,505
−7
%
12,409
+8
%
11,440
174,407
+19
%
146,905
+5
%
139,585
278,726
+10
%
253,856
+2
%
249,100
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Production and Prices for the Year Ended December 31,
Increase
Increase
2009
(Decrease)
2008
(Decrease)
2007
666,084
−2
%
679,876
−12
%
769,596
359,235
+2
%
352,731
−9
%
388,211
1,025,319
−1
%
1,032,607
−11
%
1,157,807
362,618
+38
%
263,711
+10
%
240,777
183,617
+49
%
123,003
−37
%
194,928
2,703
+3
%
2,637
+36
%
1,933
184,557
−6
%
195,651
−3
%
200,903
733,495
+25
%
585,002
−8
%
638,541
1,758,814
+9
%
1,617,609
−10
%
1,796,348
6,136
+3
%
5,986
−22
%
7,702
2,089
+1
%
2,076
−8
%
2,246
8,225
+2
%
8,062
−19
%
9,948
3,241
+12
%
2,887
+3
%
2,800
11,466
+5
%
10,949
−14
%
12,748
$
59.06
−29
%
$
83.70
+26
%
$
66.48
56.16
−40
%
93.53
+37
%
68.29
58.64
−31
%
85.28
+28
%
66.79
61.34
−33
%
91.37
+26
%
72.51
64.42
−30
%
91.78
+15
%
79.79
60.91
−36
%
95.76
+35
%
70.93
49.42
0
%
49.46
+8
%
45.99
60.58
−32
%
89.63
+27
%
70.45
59.85
−32
%
87.80
+28
%
68.84
$
4.34
−51
%
$
8.86
+26
%
$
7.04
4.17
−47
%
7.94
+26
%
6.30
4.28
−50
%
8.55
+26
%
6.79
3.70
−30
%
5.25
+14
%
4.60
1.99
−5
%
2.10
+11
%
1.89
13.15
−30
%
18.78
+25
%
15.03
1.96
+22
%
1.61
+38
%
1.17
2.87
−16
%
3.43
+26
%
2.72
3.69
−45
%
6.70
+25
%
5.34
Table of Contents
Production and Prices for the Year Ended December 31,
Increase
Increase
2009
(Decrease)
2008
(Decrease)
2007
$
33.02
−44
%
$
58.62
+30
%
$
45.24
25.54
−48
%
49.33
+22
%
40.55
31.12
−45
%
56.23
+27
%
44.18
18.76
−50
%
37.83
0
%
37.78
27.63
−46
%
51.38
+20
%
42.78
(1)
Approximately 10 percent of 2009 oil production was subject
to financial derivative hedges, compared to 19 percent in
2008 and 17 percent in 2007.
(2)
Reflects
per-barrel
increase of $.44 in 2009 and reductions of $4.85 in 2008 and
$1.06 in 2007 from financial derivative hedging activities.
(3)
Approximately nine percent of 2009 gas production was subject to
financial derivative hedges, compared to 20 percent in 2008
and 17 percent in 2007.
(4)
Reflects
per-Mcf
increase of $.21 in 2009, reduction of $.01 in 2008 and increase
of $.10 in 2007 from financial derivative hedging activities.
Table of Contents
44
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45
Table of Contents
Year Ended December 31,
Year Ended December 31,
2009
2008
2007
2009
2008
2007
(In millions)
(Per boe)
$
2,202
$
2,358
$
2,208
$
10.34
$
12.06
$
10.78
2,818
5,334
13.24
27.27
193
158
140
.91
.81
.68
105
101
96
.49
.52
.47
1,662
1,909
1,653
7.81
9.76
8.07
143
157
137
.67
.80
.67
579
985
598
2.72
5.03
2.92
344
289
275
1.62
1.48
1.34
242
166
220
1.13
.85
1.07
$
8,288
$
11,457
$
5,327
$
38.93
$
58.58
$
26.00
Recurring DD&A
(In millions)
$
2,208
(127
)
277
$
2,358
150
(306
)
$
2,202
46
Table of Contents
Per boe
$
9.76
(.68
)
(.36
)
(.33
)
(.32
)
(.10
)
(.10
)
(.06
)
$
7.81
47
Table of Contents
Per boe
$
8.07
.45
.33
.29
.07
.07
.03
.45
$
9.76
For the Year Ended December 31,
2009
2008
2007
(In millions)
$
35
$
39
$
38
53
64
54
26
28
27
24
21
15
5
5
3
$
143
$
157
$
137
$
.67
$
.80
$
.67
48
Table of Contents
For the Year Ended December 31,
2009
2008
2007
(In millions)
$
383
$
695
$
346
88
168
142
55
71
56
53
51
54
$
579
$
985
$
598
$
2.72
$
5.03
$
2.92
49
Table of Contents
For the Year Ended December 31,
2009
2008
2007
(In millions)
$
309
$
280
$
308
6
4
3
(61
)
(94
)
(75
)
(12
)
(24
)
(16
)
$
242
$
166
$
220
$
1.13
$
.85
$
1.07
50
Table of Contents
For the Year
Ended December 31,
2009
2008
(In thousands, except per share data)
$
(291,692
)
$
706,274
197,724
(397,454
)
1,981,398
3,647,745
(173,795
)
$
1,887,430
$
3,782,770
$
5.62
$
11.31
$
5.59
$
11.22
335,852
334,351
337,737
337,191
(1)
Additional depletion (non-cash write-down of the carrying value
of proved property) recorded in 2009 was $2,818,161 pre-tax, for
which a deferred tax benefit of $836,763 was recognized. Also,
additional depletion was recorded in 2008 totaling $5,333,821
pre-tax, for which a deferred tax benefit of $1,686,076 was
recognized. The tax effect of write-down of the carrying value
of proved property (additional depletion) in both 2009 and 2008
were calculated utilizing the statutory rates in effect in each
country where a write-down occurred.
51
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52
Table of Contents
53
Table of Contents
Year Ended December 31,
2009
2008
2007
(In millions)
$
4,224
$
7,065
$
5,677
792
2
308
67
250
100
796
1,992
29
32
30
6
4
14
29
40
26
5,332
8,345
7,806
3,631
5,823
4,782
792
310
150
1,025
2
200
1,412
100
173
98
209
239
205
115
85
224
4,465
7,289
7,821
$
867
$
1,056
$
(15
)
(1)
The table presents capital expenditures on a cash basis;
therefore, the amounts differ from those discussed elsewhere in
this document, which include accruals.
54
Table of Contents
55
Table of Contents
Year Ended December 31,
2009
2008
2007
(In millions)
$
929
$
2,183
$
1,631
412
705
651
1,341
2,888
2,282
676
853
605
602
880
516
375
459
538
140
318
287
11
27
1,804
2,537
1,946
3,145
5,425
4,228
83
29
24
151
571
422
69
54
14
2
5
13
305
659
473
293
514
439
61
94
76
3,804
6,692
5,216
310
150
1,025
$
4,114
$
6,842
$
6,241
56
Table of Contents
At December 31,
2009
2008
$
2,048
$
1,181
792
14
5,067
4,922
15,779
16,509
2,300
2,550
7
%
2
%
24
%
23
%
57
Table of Contents
58
Table of Contents
59
Table of Contents
Note
2016 &
Reference
Total
2010
2011-2013
2014-2015
Beyond
(In millions)
Note 5
$
5,088
$
117
$
1,525
$
365
$
3,081
Note 5
4,812
296
830
433
3,253
Note 8
481
419
62
Note 8
611
382
229
Note 8
446
125
254
67
Note 8
314
50
131
80
53
Note 8
124
26
61
13
24
Note 8
468
82
123
52
211
Note 8
5
5
Obligations(a)(b)(c)(d)
$
12,349
$
1,502
$
3,215
$
1,010
$
6,622
(a)
This table does not include the estimated discounted liability
for dismantlement, abandonment and restoration costs of oil and
gas properties of $1.8 billion. For additional information
regarding asset retirement obligation, please see
Note 4 Asset Retirement Obligation in the Notes
to Consolidated Financial Statements set forth in Part IV,
Item 15 of this
Form 10-K.
(b)
This table does not include the Companys $266 million
net liability for outstanding derivative instruments valued as
of December 31, 2009. For additional information regarding
derivative instruments, please see Note 3
Derivative Instruments and Hedging Activities in the Notes to
Consolidated Financial Statements set forth in Part IV,
Item 15 of this
Form 10-K.
(c)
This table does not include the Companys pension or
postretirement benefit obligations. For additional information
regarding pension and postretirement benefit obligations, please
see Note 8 Commitments and Contingencies in the
Notes to Consolidated Financial Statements set forth in
Part IV, Item 15 of this
Form 10-K.
(d)
This table does not include the Companys tax reserves. For
additional information regarding tax reserves, please see
Note 6 Income Taxes in the Notes to
Consolidated Financial Statements set forth in Part IV,
Item 15 of this
Form 10-K.
60
Table of Contents
61
Table of Contents
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
62
Table of Contents
63
Table of Contents
the market prices of oil, natural gas, NGLs and other products
or services;
our commodity hedging arrangements;
the supply and demand for oil, natural gas, NGLs and other
products or services;
production and reserve levels;
drilling risks;
economic and competitive conditions;
the availability of capital resources;
capital expenditure and other contractual obligations;
currency exchange rates;
weather conditions;
inflation rates;
the availability of goods and services;
legislative or regulatory changes;
terrorism;
occurrence of property acquisitions or divestitures;
the securities or capital markets and related risks such as
general credit, liquidity, market and interest-rate
risks; and
64
Table of Contents
other factors disclosed under Items 1 and 2
Business and Properties Estimated Proved Reserves
and Future Net Cash Flows, Item 1A Risk
Factors, Item 7 Managements Discussion
and Analysis of Financial Condition and Results of Operations,
Item 7A Quantitative and Qualitative
Disclosures About Market Risk and elsewhere in this
Form 10-K.
65
Table of Contents
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS
AND PROCEDURES
ITEM 9B.
OTHER
INFORMATION
66
Table of Contents
ITEM 10.
DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11.
EXECUTIVE
COMPENSATION
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
67
Table of Contents
69
70
71
72
ITEM 15.
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
Exhibit
*3
.1
Restated Certificate of Incorporation of Registrant, dated
February 23, 2010, as filed with the Secretary of State of
Delaware on February 23, 2010.
3
.2
Bylaws of Registrant, as amended August 6, 2009
(incorporated by reference to Exhibit 3.2 to
Registrants Quarterly Report on
Form 10-K
for quarter ended June 30, 2009, SEC File
No. 001-4300).
4
.1
Form of Certificate for Registrants Common Stock
(incorporated by reference to Exhibit 4.1 to
Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2004, SEC File
No. 001-4300).
4
.2
Rights Agreement, dated January 31, 1996, between
Registrant and Wells Fargo Bank, N.A. (as
successor-in-interest
to Norwest Bank Minnesota, N.A.), rights agent, relating to the
declaration of a rights dividend to Registrants common
shareholders of record on January 31, 1996 (incorporated by
reference to Exhibit(a) to Registrants Registration
Statement on
Form 8-A,
dated January 24, 1996, SEC File
No. 001-4300).
4
.3
Amendment No. 1, dated as of January 31, 2006, to the
Rights Agreement dated as of December 31, 1996, between
Apache Corporation, a Delaware corporation, and Wells Fargo
Bank, N.A. (as
successor-in-interest
to Norwest Bank Minnesota, N.A.) (incorporated by reference to
Exhibit 4.4 to Registrants Amendment No. 1 to
Registration Statement on
Form 8-A,
dated January 31, 2006, SEC File
No. 001-4300).
4
.4
Senior Indenture, dated February 15, 1996, between
Registrant and The Bank of New York Mellon Trust Company,
N.A. (formerly known as the Bank of New York Trust Company,
N.A., as
successor-in-interest
to JPMorgan Chase Bank), formerly known as The Chase Manhattan
Bank, as trustee, governing the senior debt securities and
guarantees (incorporated by reference to Exhibit 4.6 to
Registrants Registration Statement on
Form S-3,
dated May 23, 2003, Reg.
No. 333-105536).
68
Table of Contents
Exhibit
4
.5
First Supplemental Indenture to the Senior Indenture, dated as
of November 5, 1996, between Registrant and The Bank of New
York Mellon Trust Company, N.A. (formerly known as the Bank
of New York Trust Company, N.A., as
successor-in-interest
to JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank), as trustee, governing the senior debt securities and
guarantees (incorporated by reference to Exhibit 4.7 to
Registrants Registration Statement on
Form S-3,
dated May 23, 2003, Reg.
No. 333-105536).
4
.6
Form of Indenture among Apache Finance Pty Ltd, Registrant and
The Bank of New York Mellon Trust Company, N.A. (formerly
known as the Bank of New York Trust Company, N.A., as
successor-in-interest
to The Chase Manhattan Bank), as trustee, governing the debt
securities and guarantees (incorporated by reference to
Exhibit 4.1 to Registrants Registration Statement on
Form S-3,
dated November 12, 1997, Reg.
No. 333-339973).
4
.7
Form of Indenture among Registrant, Apache Finance Canada
Corporation and The Bank of New York Mellon
Trust Company, N.A. (formerly known as the Bank of New York
Trust Company, N.A., as
successor-in-interest
to The Chase Manhattan Bank), as trustee, governing the debt
securities and guarantees (incorporated by reference to
Exhibit 4.1 to Amendment No. 1 to Registrants
Registration Statement on
Form S-3,
dated November 12, 1999, Reg.
No. 333-90147).
10
.1
Form of Amended and Restated Credit Agreement, dated as of
May 9, 2006, among Registrant, the Lenders named therein,
JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. and
Bank of America, N.A., as Co-Syndication Agents, and BNP Paribas
and UBS Loan Finance LLC, as Co-Documentation Agents
(incorporated by reference to Exhibit 10.1 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 2006, SEC File
No. 001-4300).
10
.2
Form of Request for Approval of Extension of Maturity Date and
Amendment, dated as of April 5, 2007, among Registrant, the
Lenders named therein, JPMorgan Chase Bank, as Administrative
Agent, Citibank, N.A. and Bank of America, N.A., as
Co-Syndication Agents, and BNP Paribas and UBS Loan Finance LLC,
as Co-Documentation Agents (incorporated by reference to
Exhibit 10.2 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2007, SEC File
No. 001-4300).
10
.3
Form of Request for Approval of Extension of Maturity Date and
Amendment, dated as of February 18, 2008, among Registrant,
the Lenders named therein, JPMorgan Chase Bank, as
Administrative Agent, Citibank, N.A. and Bank of America, N.A.,
as Co-Syndication Agents, and BNP Paribas and UBS Loan Finance
LLC, as Co-Documentation Agents (incorporated by reference to
Exhibit 10.1 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008, SEC File
No. 001-4300).
10
.4
Form of Credit Agreement, dated as of May 12, 2005, among
Registrant, the Lenders named therein, JPMorgan Chase Bank,
N.A., as Global Administrative Agent, J.P. Morgan
Securities Inc. and Banc of America Securities, LLC, as Co-Lead
Arrangers and Joint Bookrunners, Bank of America, N.A. and
Citibank, N.A., as U.S. Co-Syndication Agents, and Calyon New
York Branch and Société Générale, as U.S.
Co-Documentation Agents (excluding exhibits and schedules)
(incorporated by reference to Exhibit 10.01 to
Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005, SEC File
No. 001-4300).
10
.5
Form of Credit Agreement, dated as of May 12, 2005, among
Apache Canada Ltd, a wholly-owned subsidiary of Registrant, the
Lenders named therein, JPMorgan Chase Bank, N.A., as Global
Administrative Agent, RBC Capital Markets and BMO Nesbitt Burns,
as Co-Lead Arrangers and Joint Bookrunners, Royal Bank of
Canada, as Canadian Administrative Agent, Bank of Montreal and
Union Bank of California, N.A., Canada Branch, as Canadian
Co-Syndication Agents, and The Toronto-Dominion Bank and BNP
Paribas (Canada), as Canadian Co-Documentation Agents (excluding
exhibits and schedules) (incorporated by reference to
Exhibit 10.02 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005, SEC File
No. 001-4300).
Table of Contents
Exhibit
10
.6
Form of Credit Agreement, dated as of May 12, 2005, among
Apache Energy Limited, a wholly-owned subsidiary of Registrant,
the Lenders named therein, JPMorgan Chase Bank, N.A., as Global
Administrative Agent, Citigroup Global Markets Inc. and Deutsche
Bank Securities Inc., as Co-Lead Arrangers and Joint
Bookrunners, Citisecurities Limited, as Australian
Administrative Agent, Deutsche Bank AG, Sydney Branch, and
JPMorgan Chase Bank, as Australian Co-Syndication Agents, and
Bank of America, N.A., Sydney Branch, and UBS AG, Australia
Branch, as Australian Co-Documentation Agents (excluding
exhibits and schedules) (incorporated by reference to
Exhibit 10.03 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005, SEC File
No. 001-4300).
10
.7
Form of Request for Approval of Extension of Maturity Date and
Amendment, dated April 5, 2007, among Registrant, Apache
Canada Ltd., Apache Energy Limited, the Lenders named therein,
JPMorgan Chase Bank, N.A., as Global Administrative Agent, and
the other agents party thereto (incorporated by reference to
Exhibit 10.6 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2007, SEC File
No. 001-4300).
10
.8
Form of Request for Approval of Extension of Maturity Date and
Amendment, dated February 18, 2008, among Registrant,
Apache Canada Ltd., Apache Energy Limited, the Lenders named
therein, JPMorgan Chase Bank, N.A., as Global Administrative
Agent, and the other agents party thereto (incorporated by
reference to Exhibit 10.2 to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2008, SEC File
No. 001-4300).
10
.9
Apache Corporation Corporate Incentive Compensation Plan A
(Senior Officers Plan), dated July 16, 1998
(incorporated by reference to Exhibit 10.13 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 1998, SEC File
No. 001-4300).
Apache Corporation Corporate Incentive Compensation Plan A
(Senior Officers Plan), dated July 16, 1998
(incorporated by reference to Exhibit 10.13 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 1998, SEC File
No. 001-4300).
10
.10
First Amendment to Apache Corporation Corporate Incentive
Compensation Plan A, dated November 20, 2008, effective as
of January 1, 2005 (incorporated by reference to
Exhibit 10.17 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.11
Apache Corporation Corporate Incentive Compensation Plan B
(Strategic Objectives Format), dated July 16, 1998
(incorporated by reference to Exhibit 10.14 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 1998, SEC File
No. 001-4300).
10
.12
First Amendment to Apache Corporation Corporate Incentive
Compensation Plan B, dated November 20, 2008, effective as
of January 1, 2005 (incorporated by reference to
Exhibit 10.19 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.13
Apache Corporation 401(k) Savings Plan, dated January 1,
2008 (incorporated by reference to Exhibit 10.20 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.14
Amendment to Apache Corporation 401(k) Savings Plan, dated
January 29, 2009, effective as of January 1, 2009,
except as otherwise specified (incorporated by reference to
Exhibit 10.21 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
*10
.15
Amendment to Apache Corporation 401(k) Savings Plan, dated
December 22, 2009, effective as of January 1, 2009,
except as otherwise specified.
*10
.16
Non-Qualified Retirement/Savings Plan of Apache Corporation,
amended and restated as of February 11, 2010.
*10
.17
Apache Corporation 2007 Omnibus Equity Compensation Plan, as
amended and restated effective as of December 31, 2009.
10
.18
Apache Corporation 1998 Stock Option Plan, as amended and
restated August 14, 2008 (incorporated by reference to
Exhibit 10.3 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, SEC File
No. 001-4300).
Table of Contents
Exhibit
10
.19
Apache Corporation 2000 Stock Option Plan, as amended and
restated August 14, 2008 (incorporated by reference to
Exhibit 10.4 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, SEC File
No. 001-4300).
10
.20
Apache Corporation 2003 Stock Appreciation Rights Plan, as
amended and restated August 14, 2008 (incorporated by
reference to Exhibit 10.5 to Registrants Quarterly
Report on
Form 10-Q
for quarter ended September 30, 2008, SEC File
No. 001-4300).
10
.21
Apache Corporation 2005 Stock Option Plan, as amended and
restated August 14, 2008 (incorporated by reference to
Exhibit 10.6 to Registrants Quarterly Report on
Form 10-Q
for quarter ended September 30, 2008, Commission File
No. 001-4300).
10
.22
Apache Corporation 2005 Share Appreciation Plan, as amended
and restated August 14, 2008 (incorporated by reference to
Exhibit 10.7 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, Commission File
No. 001-4300).
10
.23
Apache Corporation 2008 Share Appreciation Program
Specifications, pursuant to Apache Corporation 2007 Omnibus
Equity Compensation Plan (incorporated by reference to
Exhibit 10.3 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008, SEC File
No. 001-4300).
10
.24
Apache Corporation Executive Restricted Stock Plan, as amended
and restated November 19, 2008 (incorporated by reference
to Exhibit 10.37 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.25
Apache Corporation Income Continuance Plan, as amended and
restated November 20, 2008, effective as of January 1,
2005 (incorporated by reference to Exhibit 10.35 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.26
Apache Corporation Deferred Delivery Plan, as amended and
restated November 19, 2008, effective as of January 1,
2009, except as otherwise specified (incorporated by reference
to Exhibit 10.36 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.27
Apache Corporation Non-Employee Directors Compensation
Plan, as amended and restated November 20, 2008, effective
as of January 1, 2009 (incorporated by reference to
Exhibit 10.38 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.28
Apache Corporation Outside Directors Retirement Plan, as
amended and restated November 20, 2008, effective as of
January 1, 2009 (incorporated by reference to
Exhibit 10.39 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300)
10
.29
Apache Corporation Equity Compensation Plan for Non-Employee
Directors, as amended and restated February 8, 2007
(incorporated by reference to Exhibit 10.2 to
Registrants Quarterly Report on
Form 10-Q
for quarter ended March 31, 2007, SEC File
No. 001-4300).
10
.30
Apache Corporation Non-Employee Directors Restricted Stock
Units Program Specifications, dated August 14, 2008,
pursuant to Apache Corporation 2007 Omnibus Equity Compensation
Plan (incorporated by reference to Exhibit 10.9 to
Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, SEC File
No. 001-4300).
10
.31
Restated Employment and Consulting Agreement, dated
January 15, 2009, between Registrant and Raymond Plank
(incorporated by reference to Exhibit 10.1 to
Registrants Current Report on
Form 8-K,
dated January 15, 2009, filed January 16, 2009, SEC
File
No. 001-4300).
10
.32
Amended and Restated Employment Agreement, dated
December 20, 1990, between Registrant and John A. Kocur
(incorporated by reference to Exhibit 10.10 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 1990, SEC File
No. 001-4300).
10
.33
Employment Agreement between Registrant and G. Steven Farris,
dated June 6, 1988, and First Amendment, dated
November 20, 2008, effective as of January 1, 2005
(incorporated by reference to Exhibit 10.44 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
Table of Contents
Exhibit
10
.34
Amended and Restated Conditional Stock Grant Agreement, dated
September 15, 2005, effective January 1, 2005, between
Registrant and G. Steven Farris (incorporated by reference to
Exhibit 10.06 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005, SEC File
No. 001-4300).
10
.35
Restricted Stock Unit Award Agreement, dated May 8, 2008,
between Registrant and G. Steven Farris (incorporated by
reference to Exhibit 10.4 to Registrants Quarterly
Report on
Form 10-Q
for quarter ended March 31, 2008, SEC File
No. 001-4300).
10
.36
Form of Restricted Stock Unit Award Agreement, dated
February 12, 2009, between Registrant and each of John A.
Crum, Rodney J. Eichler, and Roger B. Plank (incorporated by
reference to Exhibit 10.1 to Registrants Current
Report on
Form 8-K,
dated February 12, 2009, filed February 18, 2009, SEC
File
No. 001-4300).
*10
.37
Form of Restricted Stock Unit Award Agreement, dated
November 18, 2009, between Registrant and Michael S.
Bahorich.
*10
.38
Form of Restricted Stock Unit Grant Agreement, dated May 6,
2009, between Registrant and each of G. Steven Farris, Roger B.
Plank, John A. Crum, Rodney J. Eichler, and Michael S. Bahorich.
*10
.39
Form of Stock Option Award Agreement, dated May 6, 2009,
between Registrant and each of G. Steven Farris, Roger B.
Plank, John A. Crum, Rodney J. Eichler, and Michael S. Bahorich.
*12
.1
Statement of Computation of Ratios of Earnings to Fixed Charges
and Combined Fixed Charges and Preferred Stock Dividends.
14
.1
Code of Business Conduct (incorporated by reference to
Exhibit 14.1 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2003, SEC File
No. 001-4300).
*21
.1
Subsidiaries of Registrant
*23
.1
Consent of Ernst & Young LLP
*23
.2
Consent of Ryder Scott Company L.P., Petroleum Consultants
*24
.1
Power of Attorney (included as a part of the signature pages to
this report).
*31
.1
Certification of Principal Executive Officer
*31
.2
Certification of Principal Financial Officer
*32
.1
Certification of Principal Executive Officer and Principal
Financial Officer
*99
.1
Report of Ryder Scott Company L.P., Petroleum Consultants
**101
The following materials from the Apache Corporations
Annual Report on Form
10-K
for the
year ended December 31, 2009, formatted in XBRL (Extensible
Business Reporting Language): (i) Statement of
Consolidated Operations, (ii) Statement of Consolidated
Cash Flows, (iii) Consolidated Balance Sheet, (iv)
Statement of Consolidated Shareholders Equity, and
(v) Notes to Consolidated Financial Statements, tagged as
blocks of text.
*
Filed herewith.
**
Furnished herewith.
Management contracts or compensatory plans or arrangements
required to be filed herewith pursuant to Item 15 hereof.
Table of Contents
Chairman of the Board and Chief Executive Officer
(principal executive officer)
February 26, 2010
President
(principal financial officer)
February 26, 2010
Vice President and Controller
(principal accounting officer)
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
73
Table of Contents
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
Director
February 26, 2010
74
Table of Contents
Chairman of the Board and Chief Executive Officer
(principal executive officer)
President
(principal financial officer)
Vice President and Controller
(principal accounting officer)
F-1
Table of Contents
F-2
Table of Contents
F-3
Table of Contents
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands, except per common share data) | ||||||||||||
REVENUES AND OTHER:
|
||||||||||||
Oil and gas production revenues
|
$ | 8,573,927 | $ | 12,327,839 | $ | 9,961,982 | ||||||
Other
|
40,899 | 61,911 | 37,770 | |||||||||
8,614,826 | 12,389,750 | 9,999,752 | ||||||||||
OPERATING EXPENSES:
|
||||||||||||
Depreciation, depletion and amortization
|
||||||||||||
Recurring
|
2,395,063 | 2,516,437 | 2,347,791 | |||||||||
Additional
|
2,818,161 | 5,333,821 | | |||||||||
Asset retirement obligation accretion
|
104,815 | 101,348 | 96,438 | |||||||||
Lease operating expenses
|
1,662,140 | 1,909,625 | 1,652,855 | |||||||||
Gathering and transportation
|
142,699 | 156,491 | 137,407 | |||||||||
Taxes other than income
|
579,436 | 984,807 | 597,647 | |||||||||
General and administrative
|
343,883 | 288,794 | 275,065 | |||||||||
Financing costs, net
|
242,238 | 166,035 | 219,937 | |||||||||
8,288,435 | 11,457,358 | 5,327,140 | ||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
326,391 | 932,392 | 4,672,612 | |||||||||
Current income tax provision
|
841,899 | 1,456,382 | 970,728 | |||||||||
Deferred income tax provision (benefit)
|
(231,110 | ) | (1,235,944 | ) | 889,526 | |||||||
NET INCOME (LOSS)
|
(284,398 | ) | 711,954 | 2,812,358 | ||||||||
Preferred stock dividends
|
7,294 | 5,680 | 5,680 | |||||||||
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
$ | (291,692 | ) | $ | 706,274 | $ | 2,806,678 | |||||
NET INCOME (LOSS) PER COMMON SHARE:
|
||||||||||||
Basic
|
$ | (0.87 | ) | $ | 2.11 | $ | 8.45 | |||||
Diluted
|
$ | (0.87 | ) | $ | 2.09 | $ | 8.39 | |||||
F-4
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net income (loss)
|
$ | (284,398 | ) | $ | 711,954 | $ | 2,812,358 | |||||
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
|
||||||||||||
Depreciation, depletion and amortization
|
5,213,224 | 7,850,258 | 2,347,791 | |||||||||
Asset retirement obligation accretion
|
104,815 | 101,348 | 96,438 | |||||||||
Provision for (benefit from) deferred income taxes
|
(231,110 | ) | (1,235,944 | ) | 889,526 | |||||||
Other
|
182,611 | (50,596 | ) | 48,967 | ||||||||
Changes in operating assets and liabilities, net of effects of
acquisitions:
|
||||||||||||
Receivables
|
(186,802 | ) | 570,592 | (261,962 | ) | |||||||
Inventories
|
(5,172 | ) | (22,295 | ) | 39,787 | |||||||
Drilling advances
|
(142,610 | ) | 28,846 | (30,531 | ) | |||||||
Deferred charges and other
|
148,113 | (323,832 | ) | 12,368 | ||||||||
Accounts payable
|
(180,336 | ) | (70,979 | ) | (38,923 | ) | ||||||
Accrued expenses
|
(330,485 | ) | (456,635 | ) | (169,087 | ) | ||||||
Deferred credits and noncurrent liabilities
|
(64,207 | ) | (37,373 | ) | (69,299 | ) | ||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
4,223,643 | 7,065,344 | 5,677,433 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Additions to oil and gas property
|
(3,325,710 | ) | (5,143,603 | ) | (4,301,044 | ) | ||||||
Additions to gathering, transmission and processing facilities
|
(305,389 | ) | (679,405 | ) | (480,936 | ) | ||||||
Acquisition of Anadarko properties
|
| | (1,004,593 | ) | ||||||||
Acquisitions, other
|
(310,472 | ) | (149,838 | ) | (20,363 | ) | ||||||
Short-term investments
|
791,999 | (791,999 | ) | | ||||||||
Restricted cash
|
13,880 | (13,880 | ) | | ||||||||
Proceeds from sale of oil and gas properties
|
2,267 | 307,974 | 67,483 | |||||||||
Other, net
|
(114,001 | ) | (64,226 | ) | (206,476 | ) | ||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(3,247,426 | ) | (6,534,977 | ) | (5,945,929 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Commercial paper, credit facility and bank notes, net
|
248,169 | (99,803 | ) | (1,412,250 | ) | |||||||
Fixed-rate debt borrowings
|
| 796,315 | 1,992,290 | |||||||||
Payments on fixed-rate notes
|
(100,000 | ) | (353 | ) | (173,000 | ) | ||||||
Dividends paid
|
(208,603 | ) | (239,358 | ) | (204,753 | ) | ||||||
Common stock activity
|
28,495 | 31,513 | 29,682 | |||||||||
Redemption of preferred stock
|
(98,387 | ) | | | ||||||||
Treasury stock activity, net
|
5,620 | 4,498 | 14,279 | |||||||||
Cost of debt and equity transactions
|
(655 | ) | (7,050 | ) | (18,179 | ) | ||||||
Other
|
15,811 | 39,498 | 25,726 | |||||||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
(109,550 | ) | 525,260 | 253,795 | ||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
866,667 | 1,055,627 | (14,701 | ) | ||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
1,181,450 | 125,823 | 140,524 | |||||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$ | 2,048,117 | $ | 1,181,450 | $ | 125,823 | ||||||
SUPPLEMENTARY CASH FLOW DATA:
|
||||||||||||
Interest paid, net of capitalized interest
|
$ | 243,041 | $ | 171,487 | $ | 181,138 | ||||||
Income taxes paid, net of refunds
|
686,411 | 1,694,557 | 797,589 |
F-5
F-6
Accumulated
|
|||||||||||||||||||||||||||||||||
Series B
|
Other
|
Total
|
|||||||||||||||||||||||||||||||
Comprehensive
|
Preferred
|
Common
|
Paid-In
|
Retained
|
Treasury
|
Comprehensive
|
Shareholders
|
||||||||||||||||||||||||||
Income (Loss) | Stock | Stock | Capital | Earnings | Stock | Income (Loss) | Equity | ||||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2006
|
$ | 98,387 | $ | 212,365 | $ | 4,269,795 | $ | 8,898,577 | $ | (256,739 | ) | $ | (31,332 | ) | $ | 13,191,053 | |||||||||||||||||
Comprehensive income:
|
|||||||||||||||||||||||||||||||||
Net income
|
$ | 2,812,358 | | | | 2,812,358 | | | 2,812,358 | ||||||||||||||||||||||||
Post retirement, net of income tax
|
|||||||||||||||||||||||||||||||||
expense of $4,896
|
6,333 | | | | | | 6,333 | 6,333 | |||||||||||||||||||||||||
Commodity hedges, net of income tax
|
|||||||||||||||||||||||||||||||||
benefit of $272,865
|
(495,212 | ) | | | | | | (495,212 | ) | (495,212 | ) | ||||||||||||||||||||||
Comprehensive income
|
$ | 2,323,479 | |||||||||||||||||||||||||||||||
Cash dividends:
|
|||||||||||||||||||||||||||||||||
Preferred
|
| | | (5,680 | ) | | | (5,680 | ) | ||||||||||||||||||||||||
Common ($.60 per share)
|
| | | (199,401 | ) | | | (199,401 | ) | ||||||||||||||||||||||||
Common shares issued
|
| 961 | 48,144 | | | | 49,105 | ||||||||||||||||||||||||||
Treasury shares issued, net
|
| | 1,834 | | 18,475 | | 20,309 | ||||||||||||||||||||||||||
Compensation expense
|
| | 48,816 | | | | 48,816 | ||||||||||||||||||||||||||
Tax reserves
|
| | | (48,502 | ) | | | (48,502 | ) | ||||||||||||||||||||||||
Other
|
| | (1,440 | ) | 240 | | | (1,200 | ) | ||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2007
|
98,387 | 213,326 | 4,367,149 | 11,457,592 | (238,264 | ) | (520,211 | ) | 15,377,979 | ||||||||||||||||||||||||
Comprehensive income:
|
|||||||||||||||||||||||||||||||||
Net income
|
$ | 711,954 | | | | 711,954 | | | 711,954 | ||||||||||||||||||||||||
Post retirement, net of income tax
|
|||||||||||||||||||||||||||||||||
benefit of $7,495
|
(7,530 | ) | | | | | | (7,530 | ) | (7,530 | ) | ||||||||||||||||||||||
Commodity hedges, net of income tax
|
|||||||||||||||||||||||||||||||||
expense of $301,157
|
549,505 | | | | | | 549,505 | 549,505 | |||||||||||||||||||||||||
Comprehensive income
|
$ | 1,253,929 | |||||||||||||||||||||||||||||||
Cash dividends:
|
|||||||||||||||||||||||||||||||||
Preferred
|
| | | (5,680 | ) | | | (5,680 | ) | ||||||||||||||||||||||||
Common ($.70 per share)
|
| | | (233,952 | ) | | | (233,952 | ) | ||||||||||||||||||||||||
Common shares issued
|
| 895 | 36,722 | | | | 37,617 | ||||||||||||||||||||||||||
Treasury shares issued, net
|
| | (442 | ) | | 9,960 | | 9,518 | |||||||||||||||||||||||||
Compensation expense
|
| | 93,762 | | | | 93,762 | ||||||||||||||||||||||||||
Tax reserves
|
| | (23,663 | ) | | | | (23,663 | ) | ||||||||||||||||||||||||
Other
|
| | (702 | ) | (87 | ) | | | (789 | ) | |||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2008
|
98,387 | 214,221 | 4,472,826 | 11,929,827 | (228,304 | ) | 21,764 | 16,508,721 | |||||||||||||||||||||||||
Comprehensive loss:
|
|||||||||||||||||||||||||||||||||
Net loss
|
$ | (284,398 | ) | | | | (284,398 | ) | | | (284,398 | ) | |||||||||||||||||||||
Post retirement, net of income tax
|
|||||||||||||||||||||||||||||||||
benefit of $4,754
|
(4,533 | ) | | | | | | (4,533 | ) | (4,533 | ) | ||||||||||||||||||||||
Commodity hedges, net of income tax
|
|||||||||||||||||||||||||||||||||
benefit of $171,310
|
(307,733 | ) | | | | | | (307,733 | ) | (307,733 | ) | ||||||||||||||||||||||
Comprehensive loss
|
$ | (596,664 | ) | ||||||||||||||||||||||||||||||
Cash dividends:
|
|||||||||||||||||||||||||||||||||
Preferred
|
| | | (7,294 | ) | | | (7,294 | ) | ||||||||||||||||||||||||
Common ($.60 per share)
|
| | | (201,555 | ) | | | (201,555 | ) | ||||||||||||||||||||||||
Preferred stock redemption
|
(98,387 | ) | | | | | | (98,387 | ) | ||||||||||||||||||||||||
Common shares issued
|
| 827 | 14,916 | | | | 15,743 | ||||||||||||||||||||||||||
Treasury shares issued, net
|
| | (5,262 | ) | | 11,473 | | 6,211 | |||||||||||||||||||||||||
Compensation expense
|
| | 128,523 | | | | 128,523 | ||||||||||||||||||||||||||
Tax reserves
|
| | 23,695 | | | | 23,695 | ||||||||||||||||||||||||||
Other
|
| | (372 | ) | | | | (372 | ) | ||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2009
|
$ | | $ | 215,048 | $ | 4,634,326 | $ | 11,436,580 | $ | (216,831 | ) | $ | (290,502 | ) | $ | 15,778,621 | |||||||||||||||||
F-7
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
F-8
F-9
F-10
F-11
F-12
F-13
F-14
2. | SIGNIFICANT ACQUISITIONS AND DIVESTITURES |
3. | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES |
F-15
Fixed-Price Swaps | Collars | |||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||
Average
|
Average
|
Average
|
||||||||||||||||||
Production Period
|
Mbbls | Fixed Price(1) | Mbbls | Floor Price(1) | Ceiling Price(1) | |||||||||||||||
2010
|
2,383 | $ | 68.71 | 10,396 | $ | 65.01 | $ | 80.84 | ||||||||||||
2011
|
3,650 | 70.12 | 6,202 | 66.24 | 87.04 | |||||||||||||||
2012
|
3,292 | 70.99 | 2,554 | 66.07 | 89.13 | |||||||||||||||
2013
|
1,451 | 72.01 | | | | |||||||||||||||
2014
|
76 | 74.50 | | | |
(1) | Crude oil prices represent a weighted average of several contracts entered into on a per barrel basis. Crude oil contracts are primarily settled against NYMEX WTI Cushing Index. |
Fixed-Price Swaps | ||||||||||||||||||||||||||||
Weighted
|
Collars | |||||||||||||||||||||||||||
Average
|
Weighted
|
Weighted
|
||||||||||||||||||||||||||
MMBtu
|
GJ
|
Fixed
|
MMBtu
|
GJ
|
Average
|
Average
|
||||||||||||||||||||||
Production Period
|
(in 000s) | (in 000s) | Price(1) | (in 000s) | (in 000s) | Floor Price(1) | Ceiling Price(1) | |||||||||||||||||||||
2010
|
82,125 | | $ | 5.81 | 30,550 | | $ | 5.48 | $ | 7.07 | ||||||||||||||||||
2010
|
| 54,750 | 5.37 | | | | | |||||||||||||||||||||
2011
|
10,038 | | 6.61 | 9,125 | | 5.00 | 8.85 | |||||||||||||||||||||
2011
|
| 23,725 | 6.75 | | 3,650 | 6.50 | 7.10 | |||||||||||||||||||||
2012
|
2,745 | | 6.73 | 10,980 | | 5.75 | 8.43 | |||||||||||||||||||||
2012
|
| 29,280 | 6.95 | | 7,320 | 6.50 | 7.27 | |||||||||||||||||||||
2013
|
1,825 | | 7.05 | | | | | |||||||||||||||||||||
2014
|
755 | | 7.23 | | | | |
(1) | U.S. natural gas prices represent a weighted average of several contracts entered into on a per million British thermal units (MMBtu) basis and are settled primarily against NYMEX Henry Hub and various Inside FERC indices. The Canadian natural gas prices represent a weighted average of AECO Index prices. The Canadian gas contracts are entered into on a per gigajoule (GJ) basis and are settled against AECO Index. These Canadian gas contracts are shown in Canadian dollars. |
F-16
Weighted
|
||||||||
MMBtu
|
Average
|
|||||||
Production Period
|
(in 000s) | Price Differential(1) | ||||||
2010
|
41,975 | $ | (0.54 | ) |
(1) | Natural gas financial basis swap contracts represent a weighted average differential between prices primarily at Inside FERC PEPL and NYMEX Henry Hub prices. |
December 31,
|
December 31,
|
|||||||
2009 | 2008 | |||||||
(In millions) | ||||||||
Current Assets: Prepaid assets and other
|
$ | 13 | $ | 154 | ||||
Other Assets: Deferred charges and other
|
51 | 65 | ||||||
Total Assets
|
$ | 64 | $ | 219 | ||||
Current Liabilities: Derivative instruments
|
$ | 128 | $ | | ||||
Noncurrent Liabilities: Other
|
202 | 7 | ||||||
Total Liabilities
|
$ | 330 | $ | 7 | ||||
For the Year Ended
|
||||||||||||||
Gain (Loss) on Derivatives
|
December 31, | |||||||||||||
Recognized in Operations | 2009 | 2008 | 2007 | |||||||||||
(In millions) | ||||||||||||||
Gain (loss) reclassified from accumulated other comprehensive
income (loss) into operations (effective portion)
|
Oil and Gas Production Revenues | $ | 176 | $ | (431 | ) | $ | (31 | ) | |||||
Gain (loss) on derivatives recognized in operations (ineffective
portion and basis)
|
Revenues and Other: Other | $ | 2 | $ | (1 | ) | $ | |
F-17
2009 | 2008 | 2007 | ||||||||||||||||||||||
Before tax | After tax | Before tax | After tax | Before tax | After tax | |||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Unrealized gain (loss) on derivatives at beginning of year
|
$ | 212 | $ | 138 | $ | (639 | ) | $ | (412 | ) | $ | 129 | $ | 84 | ||||||||||
Realized amounts reclassified into earnings
|
(176 | ) | (120 | ) | 431 | 279 | 31 | 18 | ||||||||||||||||
Net change in derivative fair value
|
(302 | ) | (187 | ) | 419 | 270 | (799 | ) | (514 | ) | ||||||||||||||
Ineffectiveness and basis swaps reclassified into earnings
|
(2 | ) | (1 | ) | 1 | 1 | | | ||||||||||||||||
Unrealized gain (loss) on derivatives at end of year
|
$ | (268 | ) | $ | (170 | ) | $ | 212 | $ | 138 | $ | (639 | ) | $ | (412 | ) | ||||||||
4. | ASSET RETIREMENT OBLIGATION |
2009 | 2008 | |||||||
(In thousands) | ||||||||
Asset retirement obligation at beginning of year
|
$ | 1,894,684 | $ | 1,866,686 | ||||
Liabilities incurred
|
218,423 | 343,210 | ||||||
Liabilities settled
|
(508,426 | ) | (587,246 | ) | ||||
Accretion expense
|
104,815 | 101,348 | ||||||
Revisions in estimated liabilities
|
74,515 | 170,686 | ||||||
Asset retirement obligation at end of year
|
1,784,011 | 1,894,684 | ||||||
Less current portion
|
146,654 | 339,155 | ||||||
Asset retirement obligation, long-term
|
$ | 1,637,357 | $ | 1,555,529 | ||||
F-18
5. | DEBT |
December 31, | ||||||||
2009 | 2008 | |||||||
(In millions) | ||||||||
U.S.:
|
||||||||
Money market lines of credit
|
$ | | $ | | ||||
Unsecured committed bank credit facilities
|
| | ||||||
Commercial paper
|
| | ||||||
6.25% notes due 2012
|
400 | 400 | ||||||
5.25% notes due 2013
|
500 | 500 | ||||||
6.0% notes due 2013
|
400 | 400 | ||||||
5.625% notes due 2017
|
500 | 500 | ||||||
6.9% notes due 2018
|
400 | 400 | ||||||
7.0% notes due 2018
|
150 | 150 | ||||||
7.625% notes due 2019
|
150 | 150 | ||||||
7.7% notes due 2026
|
100 | 100 | ||||||
7.95% notes due 2026
|
180 | 180 | ||||||
6.0% notes due 2037
|
1,000 | 1,000 | ||||||
7.375% debentures due 2047
|
150 | 150 | ||||||
7.625% debentures due 2096
|
150 | 150 | ||||||
4,080 | 4,080 | |||||||
Subsidiary and other obligations:
|
||||||||
Argentina overdraft lines of credit
|
7 | 13 | ||||||
Apache PVG secured facility
|
350 | 100 | ||||||
Notes due in 2016 and 2017
|
1 | 1 | ||||||
Apache Finance Australia 7.0% notes redeemed in 2009
|
| 100 | ||||||
Apache Finance Canada 4.375% notes due 2015
|
350 | 350 | ||||||
Apache Finance Canada 7.75% notes due 2029
|
300 | 300 | ||||||
1,008 | 864 | |||||||
Debt at face value
|
5,088 | 4,944 | ||||||
Unamortized discount
|
(21 | ) | (22 | ) | ||||
Total debt
|
5,067 | 4,922 | ||||||
Current maturities
|
(117 | ) | (113 | ) | ||||
Long-term debt
|
$ | 4,950 | $ | 4,809 | ||||
F-19
(In millions) | ||||
2010
|
$ | 117 | ||
2011
|
100 | |||
2012
|
480 | |||
2013
|
945 | |||
2014
|
15 | |||
Thereafter
|
3,431 | |||
Total Debt, excluding discounts
|
$ | 5,088 | ||
F-20
F-21
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Interest expense
|
$ | 309,619 | $ | 280,457 | $ | 308,235 | ||||||
Amortization of deferred loan costs
|
5,553 | 3,689 | 3,310 | |||||||||
Capitalized interest
|
(60,553 | ) | (94,164 | ) | (75,748 | ) | ||||||
Interest Income
|
(12,381 | ) | (23,947 | ) | (15,860 | ) | ||||||
Financing Costs
|
$ | 242,238 | $ | 166,035 | $ | 219,937 | ||||||
F-22
6. | INCOME TAXES |
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
United States
|
$ | (566,519 | ) | $ | (349,405 | ) | $ | 1,728,441 | ||||
Foreign
|
892,910 | 1,281,797 | 2,944,171 | |||||||||
Total
|
$ | 326,391 | $ | 932,392 | $ | 4,672,612 | ||||||
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Current taxes:
|
||||||||||||
Federal
|
$ | (130,454 | ) | $ | 127,801 | $ | 133,140 | |||||
State
|
(1,964 | ) | 1,613 | 5,162 | ||||||||
Foreign
|
974,317 | 1,326,968 | 832,426 | |||||||||
841,899 | 1,456,382 | 970,728 | ||||||||||
Deferred taxes:
|
||||||||||||
Federal
|
(80,690 | ) | (413,731 | ) | 435,276 | |||||||
State
|
(23,603 | ) | 3,014 | (1,073 | ) | |||||||
Foreign
|
(126,817 | ) | (825,227 | ) | 455,323 | |||||||
(231,110 | ) | (1,235,944 | ) | 889,526 | ||||||||
Total
|
$ | 610,789 | $ | 220,438 | $ | 1,860,254 | ||||||
F-23
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Income tax expense at U.S. statutory rate
|
$ | 114,237 | $ | 326,337 | $ | 1,635,414 | ||||||
State income tax, less federal benefit
|
(16,618 | ) | 3,008 | 2,658 | ||||||||
Taxes related to foreign operations
|
309,960 | 429,782 | 127,614 | |||||||||
Tax credits
|
(38,949 | ) | | | ||||||||
Canadian tax rate reduction
|
| | (145,398 | ) | ||||||||
Current and deferred taxes related to currency fluctuations
|
194,967 | (399,973 | ) | 227,671 | ||||||||
Domestic manufacturing deduction
|
| (7,312 | ) | (6,656 | ) | |||||||
Net change in tax contingencies
|
35,744 | (139,590 | ) | | ||||||||
Increase in valuation allowance
|
20,034 | 2,924 | 12,144 | |||||||||
All other, net
|
(8,586 | ) | 5,262 | 6,807 | ||||||||
$ | 610,789 | $ | 220,438 | $ | 1,860,254 | |||||||
December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands) | ||||||||
Deferred tax assets:
|
||||||||
Deferred income
|
$ | (20,408 | ) | $ | (18,327 | ) | ||
State net operating loss carryforwards
|
(34,516 | ) | (14,420 | ) | ||||
Foreign net operating loss carryforwards
|
(225,231 | ) | (127,393 | ) | ||||
Tax credits
|
(229,135 | ) | (322,351 | ) | ||||
Accrued expenses and liabilities
|
(105,066 | ) | (80,684 | ) | ||||
Other
|
(60,089 | ) | (97,282 | ) | ||||
Total deferred tax assets
|
(674,445 | ) | (660,457 | ) | ||||
Valuation allowance
|
35,102 | 15,068 | ||||||
Net deferred tax assets
|
(639,343 | ) | (645,389 | ) | ||||
Deferred tax liabilities:
|
||||||||
Depreciation, depletion and amortization
|
3,249,363 | 3,577,990 | ||||||
Total deferred tax liabilities
|
3,249,363 | 3,577,990 | ||||||
Net deferred income tax liability
|
$ | 2,610,020 | $ | 2,932,601 | ||||
F-24
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Balance at beginning of year
|
$ | 213,235 | $ | 508,475 | $ | 472,162 | ||||||
Additions based on tax positions related to the current year
|
23,373 | | 28,461 | |||||||||
Additions for tax positions of prior years
|
77,272 | 48,131 | 8,376 | |||||||||
Reductions for tax positions of prior years
|
(92,248 | ) | (337,334 | ) | (524 | ) | ||||||
Settlements
|
(98,546 | ) | (6,037 | ) | | |||||||
Balance at end of year
|
$ | 123,086 | $ | 213,235 | $ | 508,475 | ||||||
F-25
Jurisdiction
|
||||
United States
|
2004 | |||
Canada
|
2005 | |||
Egypt
|
1998 | |||
Australia
|
2001 | |||
United Kingdom
|
2003 | |||
Argentina
|
2003 |
7. | CAPITAL STOCK |
2009 | 2008 | 2007 | ||||||||||
Balance, beginning of year
|
334,710,064 | 332,927,143 | 330,737,425 | |||||||||
Shares issued for stock-based compensation plans:
|
||||||||||||
Treasury shares issued
|
404,232 | 350,895 | 651,022 | |||||||||
Common shares issued
|
1,322,676 | 1,432,026 | 1,538,696 | |||||||||
Balance, end of year
|
336,436,972 | 334,710,064 | 332,927,143 | |||||||||
2009 | 2008 | 2007 | ||||||||||||||||||||||||||||||||||
Loss | Shares | Per Share | Income | Shares | Per Share | Income | Shares | Per Share | ||||||||||||||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||||||||||||||||||
Basic:
|
||||||||||||||||||||||||||||||||||||
Income (loss) attributable to common stock
|
$ | (291,692 | ) | 335,852 | $ | (.87 | ) | $ | 706,274 | 334,351 | $ | 2.11 | $ | 2,806,678 | 332,192 | $ | 8.45 | |||||||||||||||||||
Effect of Dilutive Securities:
|
||||||||||||||||||||||||||||||||||||
Stock options and others
|
$ | | | $ | | $ | | 2,840 | $ | (.02 | ) | $ | | 2,404 | $ | (.06 | ) | |||||||||||||||||||
Diluted:
|
||||||||||||||||||||||||||||||||||||
Income (loss) attributable to common stock, including assumed
conversions
|
$ | (291,692 | ) | 335,852 | $ | (.87 | ) | $ | 706,274 | 337,191 | $ | 2.09 | $ | 2,806,678 | 334,596 | $ | 8.39 | |||||||||||||||||||
F-26
2009 | 2008 | 2007 | ||||||||||
(In millions) | ||||||||||||
Stock-based compensation expensed:
|
||||||||||||
General and administrative
|
$ | 67 | $ | 34 | $ | 48 | ||||||
Lease operating expenses
|
37 | 18 | 25 | |||||||||
Stock-based compensation capitalized
|
46 | 21 | 37 | |||||||||
$ | 150 | $ | 73 | $ | 110 | |||||||
F-27
2009 | ||||||||
Shares
|
Weighted Average
|
|||||||
Under Option | Exercise Price | |||||||
Outstanding, beginning of year
|
5,976 | $ | 66.34 | |||||
Granted
|
1,184 | 82.57 | ||||||
Exercised
|
(957 | ) | 44.67 | |||||
Forfeited or expired
|
(283 | ) | 82.98 | |||||
Outstanding, end of year(1)
|
5,920 | 72.29 | ||||||
Expected to vest(1)
|
2,194 | 83.71 | ||||||
Exercisable, end of year(1)
|
3,254 | 62.57 | ||||||
Available for grant, end of year
|
4,541 | |||||||
Weighted average fair value of options granted during the year
|
$ | 29.71 | ||||||
(1) | As of December 31, 2009, the weighted average remaining contractual life for options outstanding, expected to vest, and exercisable is 6.5 years, 8.1 years and 5.2 years, respectively. The aggregate intrinsic value of options outstanding, expected to vest and exercisable at year-end was $193 million, $49 million and $135 million, respectively. The weighted-average grant-date fair value of options granted during the years 2009, 2008 and 2007 was $29.71, $39.76 and $23.01, respectively. |
2009 | 2008 | 2007 | ||||||||||
Expected volatility
|
38.73 | % | 27.93 | % | 24.60 | % | ||||||
Expected dividend yields
|
.73 | % | .53 | % | .79 | % | ||||||
Expected term (in years)
|
5.5 | 5.5 | 5.5 | |||||||||
Risk-free rate
|
2.06 | % | 3.04 | % | 4.51 | % |
F-28
Weighted-Average
|
||||||||
Grant-Date
|
||||||||
Restricted Stock
|
Shares | Fair Value | ||||||
(In thousands) | ||||||||
Non-vested at January 1, 2009
|
1,152 | $ | 115.72 | |||||
Granted
|
1,120 | 84.30 | ||||||
Vested
|
(318 | ) | 107.35 | |||||
Forfeited
|
(119 | ) | 101.42 | |||||
Non-vested at December 31, 2009
|
1,835 | $ | 98.95 | |||||
F-29
| On May 7, 2008, the Stock Option Plan Committee of the Companys Board of Directors, pursuant to the Companys 2007 Omnibus Equity Compensation Plan, approved the 2008 Share Appreciation Program with a target to increase Apaches share price to $216 by the end of 2012 and an interim goal of $162 to be achieved by the end of 2010. Any awards under the program would be payable in five equal annual installments. As of December 31, 2009, neither share price threshold had been met. | |
| On May 5, 2005, the Companys stockholders approved the 2005 Share Appreciation Plan, with a target to increase Apaches share price to $108 by the end of 2008 and an interim goal of $81 to be achieved by the end of 2007. Awards under the plan are payable in four equal annual installments to eligible employees remaining with the Company. Apaches share price exceeded the interim $81 threshold for the 10-day requirement as of June 14, 2007, and the first and second installments were awarded in July 2007 and 2008. The third installment was awarded in June 2009, and the fourth and final installment will be awarded in June 2010. Apaches share price exceeded the $108 threshold for the 10-day requirement as of February 29, 2008. |
F-30
The first and second installments were awarded in March 2008 and 2009, and the third and fourth installments will be awarded in March 2010 and 2011. |
Shares Subject to
|
||||||||||||
Conditional Grants | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
2008 Share Appreciation Program
|
||||||||||||
Outstanding, beginning of year
|
2,814 | | | |||||||||
Granted
|
93 | 2,929 | | |||||||||
Issued
|
| | | |||||||||
Forfeited or cancelled
|
(315 | ) | (115 | ) | | |||||||
Outstanding, end of year(1)
|
2,592 | 2,814 | | |||||||||
Weighted-average fair value of conditional grants(2)
|
$ | 79.61 | $ | 81.73 | $ | | ||||||
2005 Share Appreciation Plan
|
||||||||||||
Outstanding, beginning of year
|
2,001 | 2,945 | 3,470 | |||||||||
Granted
|
| | 189 | |||||||||
Issued(5)
|
(815 | ) | (805 | ) | (331 | ) | ||||||
Forfeited or cancelled
|
(83 | ) | (139 | ) | (383 | ) | ||||||
Outstanding, end of year(3)
|
1,103 | 2,001 | 2,945 | |||||||||
Weighted-average fair value of conditional grants(4)
|
$ | 24.29 | $ | 24.98 | $ | 25.28 | ||||||
(1) | Represents shares issuable upon vesting of $216 and $162 per share price goals of 1,556,160 and 1,035,640 shares, respectively, in 2009 and 1,685,430 and 1,128,320 shares, respectively, in 2008. | |
(2) | The fair value of each Share Price Goal conditional grant is estimated as of the date of grant using a Monte Carlo simulation with the following weighted-average assumptions used for all grants made under the plan: (i) risk-free interest rate of 2.99 percent; (ii) expected volatility of 28.25 percent; and (iii) expected dividend yield of .54 percent. | |
(3) | Represents shares issuable upon vesting of $81 and $108 per share price goals of 261,226 and 842,261 shares, respectively, in 2009, 581,008 and 1,420,177 shares, respectively, in 2008 and 928,297 and 2,016,629 shares, respectively, in 2007. | |
(4) | The fair value of each Share Price Goal conditional grant is estimated as of the date of grant using a Monte Carlo simulation with the following weighted-average assumptions used for all grants made under the plan: (i) risk-free interest rate of 3.95 percent; (ii) expected volatility of 28.02 percent; and (iii) expected dividend yield of .57 percent. | |
(5) | The total fair value of these awards vested during 2009, 2008 and 2007 was approximately $21 million, $21 million and $11 million, respectively. |
F-31
For the Year Ended
|
||||||||||||
December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In millions) | ||||||||||||
2008 Share Appreciation Program
|
||||||||||||
Compensation expense
|
$ | 23.2 | $ | 15.2 | $ | | ||||||
Compensation expense, net of tax
|
14.9 | 9.8 | | |||||||||
Capitalized costs
|
12.6 | 8.3 | | |||||||||
2005 Share Appreciation Plan
|
||||||||||||
Compensation expense
|
$ | 6.4 | $ | 9.4 | $ | 10.6 | ||||||
Compensation expense, net of tax
|
4.1 | 6.0 | 6.8 | |||||||||
Capitalized costs
|
3.3 | 4.8 | 5.4 |
F-32
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Currency translation adjustment(1)
|
$ | (108,750 | ) | $ | (108,750 | ) | $ | (108,750 | ) | |||
Unrealized gain (loss) on derivatives (Note 3)
|
(169,906 | ) | 137,827 | (411,678 | ) | |||||||
Unfunded pension and post retirement benefit plan
|
(11,846 | ) | (7,313 | ) | 217 | |||||||
Accumulated other comprehensive income (loss)
|
$ | (290,502 | ) | $ | 21,764 | $ | (520,211 | ) | ||||
(1) | Prior to October 1, 2002, the Companys Canadian subsidiaries functional currency was the Canadian dollar. Translation adjustments resulting from translating the Canadian subsidiaries financial statements into U.S. dollar equivalents were reported separately and accumulated in other comprehensive income (loss). Currency translation adjustments held in other comprehensive income (loss) on the balance sheet will remain there indefinitely unless there is a substantially complete liquidation of the Companys Canadian operations. |
8. | COMMITMENTS AND CONTINGENCIES |
F-33
F-34
F-35
F-36
F-37
F-38
2009 | 2008 | 2007 | ||||||||||||||||||||||
Pension
|
Postretirement
|
Pension
|
Postretirement
|
Pension
|
Postretirement
|
|||||||||||||||||||
Benefits | Benefits | Benefits | Benefits | Benefits | Benefits | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Change in Projected Benefit Obligation
|
||||||||||||||||||||||||
Projected benefit obligation beginning of year
|
$ | 99,132 | $ | 17,399 | $ | 129,883 | $ | 14,918 | $ | 125,627 | $ | 17,226 | ||||||||||||
Service cost
|
4,569 | 1,547 | 5,554 | 1,484 | 7,255 | 1,552 | ||||||||||||||||||
Interest cost
|
5,826 | 1,044 | 6,705 | 977 | 6,508 | 978 | ||||||||||||||||||
Foreign currency exchange rate changes
|
13,035 | | (37,602 | ) | | 2,131 | | |||||||||||||||||
Amendments
|
| | | | | | ||||||||||||||||||
Actuarial losses (gains)
|
16,530 | (720 | ) | (1,619 | ) | 166 | (9,241 | ) | (4,770 | ) | ||||||||||||||
Effect of curtailment and settlements
|
| | | | | | ||||||||||||||||||
Benefits paid
|
(3,786 | ) | (1,023 | ) | (3,789 | ) | (284 | ) | (2,397 | ) | (180 | ) | ||||||||||||
Retiree contributions
|
| 176 | | 138 | | 112 | ||||||||||||||||||
Projected benefit obligation at end of year
|
135,306 | 18,423 | 99,132 | 17,399 | 129,883 | 14,918 | ||||||||||||||||||
Change in Plan Assets
|
||||||||||||||||||||||||
Fair value of plan assets at beginning of year
|
82,609 | | 122,233 | | 112,821 | | ||||||||||||||||||
Actual return on plan assets
|
12,264 | | (13,337 | ) | | 4,704 | | |||||||||||||||||
Foreign currency exchange rates
|
11,049 | | (32,309 | ) | | 1,881 | | |||||||||||||||||
Employer contributions
|
16,017 | 847 | 9,811 | 146 | 5,224 | 68 | ||||||||||||||||||
Benefits paid
|
(3,786 | ) | (1,023 | ) | (3,789 | ) | (284 | ) | (2,397 | ) | (180 | ) | ||||||||||||
Retiree contributions
|
| 176 | | 138 | | 112 | ||||||||||||||||||
Fair value of plan assets at end of year
|
118,153 | | 82,609 | | 122,233 | | ||||||||||||||||||
Funded status at end of year
|
$ | (17,153 | ) | $ | (18,423 | ) | $ | (16,523 | ) | $ | (17,399 | ) | $ | (7,650 | ) | $ | (14,918 | ) | ||||||
Amounts recognized in Consolidated Balance Sheet
|
||||||||||||||||||||||||
Current liability
|
| (560 | ) | | (565 | ) | | (363 | ) | |||||||||||||||
Non current liability
|
(17,153 | ) | (17,863 | ) | (16,523 | ) | (16,834 | ) | (7,650 | ) | (14,555 | ) | ||||||||||||
$ | (17,153 | ) | $ | (18,423 | ) | $ | (16,523 | ) | $ | (17,399 | ) | $ | (7,650 | ) | $ | (14,918 | ) | |||||||
Pretax Amounts Recognized in Accumulated
|
||||||||||||||||||||||||
Other Comprehensive Income
|
||||||||||||||||||||||||
Accumulated gain (loss)
|
(23,905 | ) | 473 | (13,854 | ) | (246 | ) | 1,049 | (80 | ) | ||||||||||||||
Prior service cost
|
| | | | | | ||||||||||||||||||
Transition asset (obligation)
|
| (308 | ) | | (353 | ) | | (397 | ) | |||||||||||||||
$ | (23,905 | ) | $ | 165 | $ | (13,854 | ) | $ | (599 | ) | $ | 1,049 | $ | (477 | ) | |||||||||
Weighted Average Assumptions used as of December 31
|
||||||||||||||||||||||||
Discount rate
|
5.70 | % | 5.56 | % | 5.50 | % | 6.03 | % | 5.60 | % | 6.01 | % | ||||||||||||
Salary increases
|
5.30 | % | N/A | 4.50 | % | N/A | 4.40 | % | N/A | |||||||||||||||
Expected return on assets
|
6.65 | % | N/A | 6.05 | % | N/A | 6.50 | % | N/A | |||||||||||||||
Healthcare cost trend
|
||||||||||||||||||||||||
Initial
|
N/A | 7.50 | % | N/A | 8.00 | % | N/A | 8.00 | % | |||||||||||||||
Ultimate in 2015
|
N/A | 5.00 | % | N/A | 5.00 | % | N/A | 5.00 | % |
F-39
Percentage of
|
||||||||||||
Plan Assets at
|
||||||||||||
Target Allocation
|
Year-End | |||||||||||
2009 | 2009 | 2008(1) | ||||||||||
Asset Category
|
||||||||||||
Equity securities:
|
||||||||||||
U.K. quoted equities
|
30 | % | 28 | % | N/A | |||||||
Overseas quoted equities
|
20 | % | 19 | % | N/A | |||||||
Total equity securities
|
50 | % | 47 | % | 45 | % | ||||||
Debt securities:
|
||||||||||||
U.K. Government bonds
|
30 | % | 31 | % | N/A | |||||||
U.K. corporate bonds
|
20 | % | 18 | % | N/A | |||||||
Debt securities
|
50 | % | 49 | % | 51 | % | ||||||
Cash
|
| 4 | % | 4 | % | |||||||
Total
|
100 | % | 100 | % | 100 | % | ||||||
(1) | FSP FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets, as codified into ASC Topic 715, Compensation Retirement Benefits, requires additional disclosures about the fair value of major categories of plan assets. This standard was effective as of December 31, 2009, and the expanded disclosures are not required for periods presented for comparative purposes. |
F-40
Fair Value Measurements Using: | ||||||||||||||||
Quoted Price
|
||||||||||||||||
in Active
|
Significant
|
Unobservable
|
||||||||||||||
Markets
|
Other Inputs
|
Inputs
|
Total Fair
|
|||||||||||||
(Level 1) | (Level 2) | (Level 3) | Value | |||||||||||||
(In thousands) | ||||||||||||||||
Equity securities:
|
||||||||||||||||
U.K. quoted equities(1)
|
$ | 33,764 | $ | | $ | | $ | 33,764 | ||||||||
Overseas quoted equities(2)
|
22,163 | | | 22,163 | ||||||||||||
Total equity securities
|
55,927 | | | 55,927 | ||||||||||||
Debt securities:
|
||||||||||||||||
U.K. Government bonds(3)
|
36,048 | | | 36,048 | ||||||||||||
U.K. corporate bonds(4)
|
21,160 | | | 21,160 | ||||||||||||
Total debt securities
|
57,208 | | | 57,208 | ||||||||||||
Cash
|
5,018 | | | 5,018 | ||||||||||||
Fair value of plan assets
|
$ | 118,153 | $ | | $ | | $ | 118,153 | ||||||||
(1) | This category comprises U.K. equities, which are benchmarked against the FTSE All-Share Index. | |
(2) | This category includes overseas equities: 40 percent benchmarked against the FTSE Europe ex UK Index; 30 percent against the FTSE North America Index; 20 percent against the FTSE Japan Index; and 10 percent against the FTSE Asia Pacific ex Japan Index. | |
(3) | This category includes U.K. Government bonds: 67 percent benchmarked against the FTSE A British Government Over 15 Years Index; 16.5 percent against the FTSE Actuaries Government Securities Over 15 Years Gilt Index; and 16.5 percent against the FTSE Actuaries Government Securities Index-Linked Over 5 Years Index. | |
(4) | This category comprises U.K. corporate bonds benchmarked against the iBoxx £ Non Gilt Over 10 Years Index. |
F-41
2009 | 2008 | 2007 | ||||||||||||||||||||||
Pension
|
Postretirement
|
Pension
|
Postretirement
|
Pension
|
Postretirement
|
|||||||||||||||||||
Benefits | Benefits | Benefits | Benefits | Benefits | Benefits | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Components of Net Periodic Benefit Costs
|
||||||||||||||||||||||||
Service cost
|
$ | 4,569 | $ | 1,547 | $ | 5,554 | $ | 1,484 | $ | 7,255 | $ | 1,552 | ||||||||||||
Interest cost
|
5,826 | 1,044 | 6,705 | 977 | 6,508 | 978 | ||||||||||||||||||
Expected return on assets
|
(5,904 | ) | | (7,479 | ) | | (7,632 | ) | | |||||||||||||||
Amortization of:
|
||||||||||||||||||||||||
Transition obligation
|
| 44 | | 44 | | 44 | ||||||||||||||||||
Actuarial (gain) loss
|
| | | | | 139 | ||||||||||||||||||
Net periodic benefit cost
|
$ | 4,491 | $ | 2,635 | $ | 4,780 | $ | 2,505 | $ | 6,131 | $ | 2,713 | ||||||||||||
Weighted Average Assumptions used to determine Net Periodic
Benefit Costs for the Years ended December 31
|
||||||||||||||||||||||||
Discount rate
|
5.50 | % | 6.03 | % | 5.60 | % | 6.01 | % | 5.10 | % | 5.77 | % | ||||||||||||
Salary increases
|
4.50 | % | N/A | 4.40 | % | N/A | 4.10 | % | N/A | |||||||||||||||
Expected return on assets
|
6.05 | % | N/A | 6.50 | % | N/A | 6.50 | % | N/A | |||||||||||||||
Healthcare cost trend
|
||||||||||||||||||||||||
Initial
|
| 8.00 | % | | 8.00 | % | N/A | 9.00 | % | |||||||||||||||
Ultimate in 2014
|
| 5.00 | % | | 5.00 | % | N/A | 5.00 | % |
Postretirement Benefits | ||||||||
1% Increase | 1% Decrease | |||||||
(In thousands) | ||||||||
Effect on service and interest cost components
|
$ | 328 | $ | (282 | ) | |||
Effect on postretirement benefit obligation
|
2,015 | (1,767 | ) |
Pension
|
Postretirement
|
|||||||
Benefits | Benefits | |||||||
(In thousands) | ||||||||
2010
|
2,421 | 560 | ||||||
2011
|
4,225 | 716 | ||||||
2012
|
5,134 | 939 | ||||||
2013
|
3,583 | 1,212 | ||||||
2014
|
4,832 | 1,472 | ||||||
Years 2015 2019
|
27,397 | 11,444 |
F-42
Net Minimum Commitments
|
Total | 2010 | 2011-2013 | 2014-2015 | 2016 & Beyond | |||||||||||||||
(In thousands) | ||||||||||||||||||||
Drilling rig commitments
|
$ | 480,511 | $ | 418,947 | $ | 61,564 | $ | | $ | | ||||||||||
Purchase obligations
|
610,700 | 381,976 | 228,724 | | | |||||||||||||||
E&D commitments
|
446,134 | 125,320 | 254,146 | 66,668 | | |||||||||||||||
Firm transportation agreements
|
313,954 | 50,179 | 131,093 | 79,608 | 53,074 | |||||||||||||||
Office and related equipment
|
123,711 | 25,640 | 61,423 | 13,119 | 23,529 | |||||||||||||||
Oil and gas operations equipment
|
468,496 | 82,165 | 123,272 | 52,060 | 210,999 | |||||||||||||||
Other
|
5,100 | 5,100 | | | | |||||||||||||||
Total Net Minimum Commitments
|
$ | 2,448,606 | $ | 1,089,327 | $ | 860,222 | $ | 211,455 | $ | 287,602 | ||||||||||
| Drilling rig commitments include day-rate and other contracts for use of drilling, completion and workover rigs. | |
| Purchase obligations include contractual obligations to buy or build oil and gas plants and facilities. | |
| E&D commitments generally consist of seismic and drilling work programs required to retain acreage, meet contractual obligations of international concessions, or to satisfy minimum investments associated with farm-in properties. | |
| Firm transportation agreements relate to contractual obligations for capacity rights on third-party pipelines. | |
| Office and related equipment leases include office and other building rentals and related equipment leases. | |
| Oil and gas operations equipment includes floating production storage and offloading (FPSOs), compressors, helicopters and boats. |
9. | SUBSEQUENT EVENTS |
F-43
10. | FAIR VALUE MEASUREMENTS |
Fair Value Measurements Using | ||||||||||||||||||||||||
Quoted Price
|
Significant
|
|||||||||||||||||||||||
in Active
|
Significant
|
Unobservable
|
||||||||||||||||||||||
Markets
|
Other Inputs
|
Inputs
|
Total Fair
|
Carrying
|
||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Value | Netting(1) | Amount | |||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
December 31, 2009
|
||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||
Commodity Derivative Instruments
|
$ | | $ | 75 | $ | | $ | 75 | $ | (11 | ) | $ | 64 | |||||||||||
Liabilities:
|
||||||||||||||||||||||||
Commodity Derivative Instruments
|
| 341 | | 341 | (11 | ) | 330 | |||||||||||||||||
December 31, 2008
|
||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||
Commodity Derivative Instruments
|
$ | | $ | 225 | $ | | $ | 225 | $ | (6 | ) | $ | 219 | |||||||||||
Liabilities:
|
||||||||||||||||||||||||
Commodity Derivative Instruments
|
| 13 | | 13 | (6 | ) | 7 |
(1) | The derivative fair values above are based on analysis of each contract as required by ASC Topic 820. Derivative assets and liabilities with the same counterparty are presented here on a gross basis, even where the legal right of offset exists. See Note 3 Derivative Instruments and Hedging Activities for a discussion of net amounts recorded on the Consolidated Balance Sheet at December 31, 2009 and 2008. |
F-44
F-45
December 31, 2009 | December 31, 2008 | |||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(In millions) | ||||||||||||||||
Long-term debt:
|
||||||||||||||||
Apache
|
||||||||||||||||
Money market lines of credit
|
$ | | $ | | $ | | $ | | ||||||||
Unsecured committed bank credit facilities
|
| | | | ||||||||||||
Commercial paper
|
| | | | ||||||||||||
6.25% debentures due 2012
|
399 | 439 | 399 | 417 | ||||||||||||
5.25% notes due 2013
|
499 | 538 | 499 | 502 | ||||||||||||
6.0% notes due 2013
|
398 | 440 | 398 | 413 | ||||||||||||
5.625% notes due 2017
|
500 | 535 | 500 | 496 | ||||||||||||
6.9% notes due 2018
|
399 | 467 | 398 | 433 | ||||||||||||
7.0% notes due 2018
|
149 | 175 | 149 | 162 | ||||||||||||
7.625% notes due 2019
|
149 | 181 | 149 | 170 | ||||||||||||
7.7% notes due 2026
|
100 | 122 | 100 | 114 | ||||||||||||
7.95% notes due 2026
|
179 | 224 | 179 | 209 | ||||||||||||
6.0% notes due 2037
|
993 | 1,064 | 993 | 963 | ||||||||||||
7.375% debentures due 2047
|
148 | 180 | 148 | 167 | ||||||||||||
7.625% debentures due 2096
|
149 | 172 | 149 | 167 | ||||||||||||
Subsidiary and other obligations
|
||||||||||||||||
Argentina overdraft lines of credit
|
7 | 7 | 13 | 13 | ||||||||||||
Apache PVG secured facility
|
350 | 350 | 100 | 100 | ||||||||||||
Notes due in 2016 and 2017
|
1 | 1 | 1 | 1 | ||||||||||||
Apache Finance Australia 7.0% notes due 2009
|
| | 100 | 100 | ||||||||||||
Apache Finance Canada 4.375% notes due 2015
|
350 | 365 | 350 | 325 | ||||||||||||
Apache Finance Canada 7.75% notes due 2029
|
297 | 375 | 297 | 340 |
11. | MAJOR CUSTOMERS |
F-46
12. | BUSINESS SEGMENT INFORMATION |
Other
|
||||||||||||||||||||||||||||||||
United States | Canada | Egypt | Australia | North Sea | Argentina | International | Total | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
2009
|
||||||||||||||||||||||||||||||||
Oil and gas production revenues
|
$ | 3,049,699 | $ | 877,224 | $ | 2,553,037 | $ | 363,427 | $ | 1,368,797 | $ | 361,743 | $ | | $ | 8,573,927 | ||||||||||||||||
Operating Expenses:
|
||||||||||||||||||||||||||||||||
Depreciation, depletion and amortization
|
||||||||||||||||||||||||||||||||
Recurring
|
946,922 | 256,758 | 578,501 | 203,722 | 260,020 | 149,140 | | 2,395,063 | ||||||||||||||||||||||||
Additional
|
1,222,394 | 1,595,767 | | | | | | 2,818,161 | ||||||||||||||||||||||||
Asset retirement obligation accretion
|
63,055 | 18,761 | | 5,859 | 14,449 | 2,691 | | 104,815 | ||||||||||||||||||||||||
Lease operating expenses
|
762,227 | 269,562 | 264,229 | 100,856 | 157,493 | 107,773 | | 1,662,140 | ||||||||||||||||||||||||
Gathering and transportation
|
35,011 | 53,112 | 23,471 | | 26,232 | 4,873 | | 142,699 | ||||||||||||||||||||||||
Taxes other than income
|
120,903 | 43,152 | 8,406 | 9,976 | 382,828 | 14,171 | | 579,436 | ||||||||||||||||||||||||
Operating Income (Loss)(1)
|
$ | (100,813 | ) | $ | (1,359,888 | ) | $ | 1,678,430 | $ | 43,014 | $ | 527,775 | $ | 83,095 | $ | | 871,613 | |||||||||||||||
Other Income (Expense):
|
||||||||||||||||||||||||||||||||
Other
|
40,899 | |||||||||||||||||||||||||||||||
General and administrative
|
(343,883 | ) | ||||||||||||||||||||||||||||||
Financing costs, net
|
(242,238 | ) | ||||||||||||||||||||||||||||||
Income Before Income Taxes
|
$ | 326,391 | ||||||||||||||||||||||||||||||
Net Property and Equipment
|
$ | 9,859,048 | $ | 3,250,796 | $ | 3,910,149 | $ | 2,964,542 | $ | 1,655,428 | $ | 1,222,438 | $ | 38,214 | $ | 22,900,615 | ||||||||||||||||
Total Assets
|
$ | 11,526,300 | $ | 3,775,412 | $ | 5,625,707 | $ | 3,346,094 | $ | 2,443,839 | $ | 1,428,845 | $ | 39,546 | $ | 28,185,743 | ||||||||||||||||
Additions to Net Property and Equipment
|
$ | 1,341,884 | $ | 603,393 | $ | 873,271 | $ | 773,760 | $ | 379,247 | $ | 171,284 | $ | 10,757 | $ | 4,153,596 | ||||||||||||||||
2008
|
||||||||||||||||||||||||||||||||
Oil and gas production revenues
|
$ | 5,083,397 | $ | 1,650,402 | $ | 2,739,246 | $ | 371,669 | $ | 2,103,283 | $ | 379,842 | $ | | $ | 12,327,839 | ||||||||||||||||
Operating Expenses:
|
||||||||||||||||||||||||||||||||
Depreciation, depletion and amortization
|
||||||||||||||||||||||||||||||||
Recurring
|
1,112,989 | 416,880 | 397,573 | 134,926 | 262,787 | 191,282 | | 2,516,437 | ||||||||||||||||||||||||
Additional
|
2,667,440 | 1,689,392 | | | 568,450 | 408,539 | | 5,333,821 | ||||||||||||||||||||||||
Asset retirement obligation accretion
|
66,189 | 14,173 | | 5,921 | 13,215 | 1,850 | | 101,348 | ||||||||||||||||||||||||
Lease operating expenses
|
925,977 | 336,871 | 241,455 | 103,627 | 190,966 | 110,729 | | 1,909,625 | ||||||||||||||||||||||||
Gathering and transportation
|
39,739 | 62,848 | 20,896 | | 28,382 | 4,626 | | 156,491 | ||||||||||||||||||||||||
Taxes other than income
|
211,251 | 42,662 | 8,306 | 10,719 | 695,443 | 16,426 | | 984,807 | ||||||||||||||||||||||||
Operating Income (Loss)(1)
|
$ | 59,812 | $ | (912,424 | ) | $ | 2,071,016 | $ | 116,476 | $ | 344,040 | $ | (353,610 | ) | $ | | 1,325,310 | |||||||||||||||
Other Income (Expense):
|
||||||||||||||||||||||||||||||||
Other
|
61,911 | |||||||||||||||||||||||||||||||
General and administrative
|
(288,794 | ) | ||||||||||||||||||||||||||||||
Financing costs, net
|
(166,035 | ) | ||||||||||||||||||||||||||||||
Income Before Income Taxes
|
$ | 932,392 | ||||||||||||||||||||||||||||||
Net Property and Equipment
|
$ | 10,685,505 | $ | 4,500,040 | $ | 3,615,126 | $ | 2,393,894 | $ | 1,536,202 | $ | 1,200,294 | $ | 27,456 | $ | 23,958,517 | ||||||||||||||||
Total Assets
|
$ | 11,975,654 | $ | 5,846,269 | $ | 4,967,603 | $ | 2,626,588 | $ | 2,287,225 | $ | 1,445,864 | $ | 37,282 | $ | 29,186,485 | ||||||||||||||||
Additions to Net Property and Equipment
|
$ | 2,748,241 | $ | 871,521 | $ | 1,452,089 | $ | 937,875 | $ | 478,987 | $ | 363,018 | $ | 27,457 | $ | 6,879,188 | ||||||||||||||||
F-47
Other
|
||||||||||||||||||||||||||||||||
United States | Canada | Egypt | Australia | North Sea | Argentina | International | Total | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
2007
|
||||||||||||||||||||||||||||||||
Oil and gas production revenues
|
$ | 4,306,108 | $ | 1,392,856 | $ | 2,011,796 | $ | 535,699 | $ | 1,399,201 | $ | 316,322 | $ | | $ | 9,961,982 | ||||||||||||||||
Operating Expenses:
|
||||||||||||||||||||||||||||||||
Depreciation, depletion and amortization
|
1,074,669 | 413,074 | 306,084 | 190,606 | 196,888 | 166,470 | | 2,347,791 | ||||||||||||||||||||||||
Asset retirement obligation accretion
|
70,006 | 9,144 | | 3,684 | 12,511 | 1,093 | | 96,438 | ||||||||||||||||||||||||
Lease operating expenses
|
802,164 | 331,403 | 174,859 | 81,288 | 182,388 | 80,753 | | 1,652,855 | ||||||||||||||||||||||||
Gathering and transportation
|
38,086 | 54,412 | 15,242 | | 26,647 | 3,020 | | 137,407 | ||||||||||||||||||||||||
Taxes other than income
|
166,798 | 42,598 | 7,887 | 22,497 | 346,500 | 11,367 | | 597,647 | ||||||||||||||||||||||||
Operating Income (Loss)(1)
|
$ | 2,154,385 | $ | 542,225 | $ | 1,507,724 | $ | 237,624 | $ | 634,267 | $ | 53,619 | $ | | 5,129,844 | |||||||||||||||||
Other Income (Expense):
|
||||||||||||||||||||||||||||||||
Other
|
37,770 | |||||||||||||||||||||||||||||||
General and administrative
|
(275,065 | ) | ||||||||||||||||||||||||||||||
Financing costs, net
|
(219,937 | ) | ||||||||||||||||||||||||||||||
Income Before Income Taxes
|
$ | 4,672,612 | ||||||||||||||||||||||||||||||
Net Property and Equipment
|
$ | 11,919,013 | $ | 5,834,792 | $ | 2,560,609 | $ | 1,590,431 | $ | 1,889,651 | $ | 1,437,097 | $ | | $ | 25,231,593 | ||||||||||||||||
Total Assets
|
$ | 12,195,552 | $ | 7,289,118 | $ | 3,360,494 | $ | 1,884,443 | $ | 2,229,502 | $ | 1,664,462 | $ | 11,080 | $ | 28,634,651 | ||||||||||||||||
Additions to Net Property and Equipment
|
$ | 2,912,541 | $ | 836,547 | $ | 1,059,793 | $ | 603,174 | $ | 541,761 | $ | 344,818 | $ | | $ | 6,298,634 | ||||||||||||||||
(1) | Operating Income consists of oil and gas production revenues less depreciation, depletion and amortization, asset retirement obligation accretion, lease operating expenses, gathering and transportation costs, and taxes other than income. |
F-48
13. | SUPPLEMENTAL OIL AND GAS DISCLOSURES (Unaudited) |
Other
|
||||||||||||||||||||||||||||||||
United States | Canada | Egypt | Australia | North Sea | Argentina | International | Total | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
2009
|
||||||||||||||||||||||||||||||||
Oil and gas production revenues
|
$ | 3,049,699 | $ | 877,224 | $ | 2,553,037 | $ | 363,427 | $ | 1,368,797 | $ | 361,743 | $ | | $ | 8,573,927 | ||||||||||||||||
Operating cost:
|
||||||||||||||||||||||||||||||||
Depreciation, depletion and amortization
|
||||||||||||||||||||||||||||||||
Recurring(1)
|
914,795 | 250,253 | 578,246 | 201,580 | 255,539 | 147,352 | | 2,347,765 | ||||||||||||||||||||||||
Additional
|
1,222,394 | 1,595,767 | | | | | | 2,818,161 | ||||||||||||||||||||||||
Asset retirement obligation accretion
|
63,055 | 18,761 | | 5,859 | 14,449 | 2,691 | | 104,815 | ||||||||||||||||||||||||
Lease operating expenses
|
762,227 | 269,562 | 264,229 | 100,856 | 157,493 | 107,773 | | 1,662,140 | ||||||||||||||||||||||||
Gathering and transportation
|
35,011 | 53,112 | 23,471 | | 26,232 | 4,873 | | 142,699 | ||||||||||||||||||||||||
Production taxes(2)
|
106,792 | 35,589 | | 9,976 | 382,828 | 7,420 | | 542,605 | ||||||||||||||||||||||||
Income tax
|
(19,374 | ) | (335,513 | ) | 809,804 | 13,547 | 266,128 | 32,072 | | 766,664 | ||||||||||||||||||||||
3,084,900 | 1,887,531 | 1,675,750 | 331,818 | 1,102,669 | 302,181 | | 8,384,849 | |||||||||||||||||||||||||
Results of operations
|
$ | (35,201 | ) | $ | (1,010,307 | ) | $ | 877,287 | $ | 31,609 | $ | 266,128 | $ | 59,562 | $ | | $ | 189,078 | ||||||||||||||
Amortization rate per boe
|
$ | 12.10 | $ | 7.58 | $ | 8.86 | $ | 12.61 | $ | 11.40 | $ | 8.62 | $ | | $ | 10.34 | ||||||||||||||||
2008
|
||||||||||||||||||||||||||||||||
Oil and gas production revenues
|
$ | 5,083,397 | $ | 1,650,402 | $ | 2,739,246 | $ | 371,669 | $ | 2,103,283 | $ | 379,842 | $ | | $ | 12,327,839 | ||||||||||||||||
Operating cost:
|
||||||||||||||||||||||||||||||||
Depreciation, depletion and amortization
|
||||||||||||||||||||||||||||||||
Recurring(1)
|
1,081,027 | 410,047 | 397,573 | 133,126 | 260,831 | 187,918 | | 2,470,522 | ||||||||||||||||||||||||
Additional
|
2,667,440 | 1,689,392 | | | 568,450 | 408,539 | | 5,333,821 | ||||||||||||||||||||||||
Asset retirement obligation accretion
|
66,189 | 14,173 | | 5,921 | 13,215 | 1,850 | | 101,348 | ||||||||||||||||||||||||
Lease operating expenses
|
925,977 | 336,871 | 241,455 | 103,627 | 190,966 | 110,729 | | 1,909,625 | ||||||||||||||||||||||||
Gathering and transportation
|
39,739 | 62,848 | 20,896 | | 28,382 | 4,626 | | 156,491 | ||||||||||||||||||||||||
Production taxes(2)
|
201,590 | 33,643 | | 10,719 | 695,443 | | | 941,395 | ||||||||||||||||||||||||
Income tax
|
36,009 | (215,536 | ) | 998,075 | 35,483 | 172,998 | (116,837 | ) | | 910,192 | ||||||||||||||||||||||
5,017,971 | 2,331,438 | 1,657,999 | 288,876 | 1,930,285 | 596,825 | | 11,823,394 | |||||||||||||||||||||||||
Results of operations
|
$ | 65,426 | $ | (681,036 | ) | $ | 1,081,247 | $ | 82,793 | $ | 172,998 | $ | (216,983 | ) | $ | | $ | 504,445 | ||||||||||||||
Amortization rate per boe
|
$ | 14.08 | $ | 13.11 | $ | 8.48 | $ | 11.26 | $ | 11.89 | $ | 10.49 | $ | | $ | 12.06 | ||||||||||||||||
2007
|
||||||||||||||||||||||||||||||||
Oil and gas production revenues
|
$ | 4,306,108 | $ | 1,392,856 | $ | 2,011,796 | $ | 535,699 | $ | 1,399,201 | $ | 316,322 | $ | | $ | 9,961,982 | ||||||||||||||||
Operating cost:
|
||||||||||||||||||||||||||||||||
Depreciation, depletion and amortization(1)
|
1,048,213 | 400,630 | 306,084 | 189,208 | 196,054 | 163,557 | | 2,303,746 | ||||||||||||||||||||||||
Asset retirement obligation accretion
|
70,006 | 9,144 | | 3,684 | 12,511 | 1,093 | | 96,438 | ||||||||||||||||||||||||
Lease operating expenses
|
802,164 | 331,403 | 174,859 | 81,288 | 182,388 | 80,753 | | 1,652,855 | ||||||||||||||||||||||||
Gathering and transportation
|
38,086 | 54,412 | 15,242 | | 26,647 | 3,020 | | 137,407 | ||||||||||||||||||||||||
Production taxes(2)
|
152,274 | 34,724 | | 22,497 | 346,500 | | | 555,995 | ||||||||||||||||||||||||
Income tax
|
779,355 | 168,763 | 727,493 | 81,267 | 317,551 | 23,765 | | 2,098,194 | ||||||||||||||||||||||||
2,890,098 | 999,076 | 1,223,678 | 377,944 | 1,081,651 | 272,188 | | 6,844,635 | |||||||||||||||||||||||||
Results of Operations
|
$ | 1,416,010 | $ | 393,780 | $ | 788,118 | $ | 157,755 | $ | 317,550 | $ | 44,134 | $ | | $ | 3,117,347 | ||||||||||||||||
Amortization rate per boe
|
$ | 12.62 | $ | 11.81 | $ | 7.15 | $ | 10.36 | $ | 9.96 | $ | 9.17 | $ | | $ | 10.78 | ||||||||||||||||
(1) | This amount only reflects DD&A of capitalized costs of oil and gas proved properties and, therefore, does not agree with DD&A reflected on Note 12 Business Segment Information. |
F-49
(2) | This amount only reflects amounts directly related to oil and gas producing properties and, therefore, does not agree with taxes other than income reflected on Note 12 Business Segment Information. |
Other
|
||||||||||||||||||||||||||||||||
United States | Canada | Egypt | Australia | North Sea | Argentina | International | Total | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
2009
|
||||||||||||||||||||||||||||||||
Acquisitions:
|
||||||||||||||||||||||||||||||||
Proved
|
$ | 195,966 | $ | 13,182 | $ | | $ | | $ | | $ | 24,189 | $ | | $ | 233,337 | ||||||||||||||||
Unproved
|
| | 39,000 | 37,835 | | 300 | | 77,135 | ||||||||||||||||||||||||
Exploration
|
232,980 | 178,564 | 438,294 | 182,467 | 105,137 | 96,783 | 10,757 | 1,244,982 | ||||||||||||||||||||||||
Development
|
891,825 | 325,772 | 244,842 | 473,816 | 270,348 | 46,628 | | 2,253,231 | ||||||||||||||||||||||||
Costs incurred(1)
|
$ | 1,320,771 | $ | 517,518 | $ | 722,136 | $ | 694,118 | $ | 375,485 | $ | 167,900 | $ | 10,757 | $ | 3,808,685 | ||||||||||||||||
(1) Includes capitalized interest and asset retirement costs as
follows:
|
||||||||||||||||||||||||||||||||
Capitalized interest
|
$ | 14,666 | $ | 11,936 | $ | 7,388 | $ | 15,423 | $ | 281 | $ | 10,859 | $ | | $ | 60,553 | ||||||||||||||||
Asset retirement costs
|
181,724 | 80,341 | | 38,126 | | (7,252 | ) | | 292,939 | |||||||||||||||||||||||
2008
|
||||||||||||||||||||||||||||||||
Acquisitions:
|
||||||||||||||||||||||||||||||||
Proved
|
$ | 69,642 | $ | 4,938 | $ | | $ | (500 | ) | $ | | $ | | $ | | $ | 74,080 | |||||||||||||||
Unproved
|
75,437 | | | | | | | 75,437 | ||||||||||||||||||||||||
Exploration
|
382,019 | 253,940 | 192,588 | 293,031 | 107,338 | 256,068 | 27,457 | 1,512,441 | ||||||||||||||||||||||||
Development
|
2,200,910 | 580,406 | 667,860 | 588,539 | 364,421 | 98,074 | | 4,500,210 | ||||||||||||||||||||||||
Costs incurred(1)
|
$ | 2,728,008 | $ | 839,284 | $ | 860,448 | $ | 881,070 | $ | 471,759 | $ | 354,142 | $ | 27,457 | $ | 6,162,168 | ||||||||||||||||
(1) Includes capitalized interest and asset retirement costs as
follows:
|
||||||||||||||||||||||||||||||||
Capitalized interest
|
$ | 20,267 | $ | 12,313 | $ | 7,646 | $ | 8,636 | $ | 703 | $ | 23,988 | $ | | $ | 73,553 | ||||||||||||||||
Asset retirement costs
|
379,189 | 116,967 | | (6,746 | ) | 11,817 | 12,664 | | 513,891 | |||||||||||||||||||||||
2007
|
||||||||||||||||||||||||||||||||
Acquisitions:
|
||||||||||||||||||||||||||||||||
Proved
|
$ | 965,476 | $ | | $ | 19,261 | $ | 10,530 | $ | | $ | 9,259 | $ | | $ | 1,004,526 | ||||||||||||||||
Unproved
|
| 24,474 | | 20,511 | 507 | | | 45,492 | ||||||||||||||||||||||||
Exploration
|
139,092 | 187,312 | 131,552 | 323,553 | 229,946 | 223,865 | | 1,235,320 | ||||||||||||||||||||||||
Development
|
1,762,740 | 593,926 | 480,384 | 231,394 | 309,448 | 97,025 | | 3,474,917 | ||||||||||||||||||||||||
Costs incurred(1)
|
$ | 2,867,308 | $ | 805,712 | $ | 631,197 | $ | 585,988 | $ | 539,901 | $ | 330,149 | $ | | $ | 5,760,255 | ||||||||||||||||
(1) Includes capitalized interest and asset retirement costs as
follows:
|
||||||||||||||||||||||||||||||||
Capitalized interest
|
$ | 20,577 | $ | 13,106 | $ | 6,821 | $ | 6,447 | $ | 1,526 | $ | 20,980 | $ | | $ | 69,457 | ||||||||||||||||
Asset retirement costs
|
271,183 | 117,456 | | 37,866 | | 12,863 | | 439,368 |
Other
|
||||||||||||||||||||||||||||||||
United States | Canada | Egypt | Australia | North Sea | Argentina | International | Total | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
2009
|
||||||||||||||||||||||||||||||||
Proved properties
|
$ | 22,776,452 | $ | 8,171,840 | $ | 4,271,326 | $ | 3,661,162 | $ | 3,477,421 | $ | 1,908,836 | $ | | $ | 44,267,037 | ||||||||||||||||
Unproved properties
|
201,229 | 404,780 | 320,347 | 265,149 | 13,703 | 235,586 | 38,214 | 1,479,008 | ||||||||||||||||||||||||
22,977,681 | 8,576,620 | 4,591,673 | 3,926,311 | 3,491,124 | 2,144,422 | 38,214 | 45,746,045 | |||||||||||||||||||||||||
Accumulated DD&A
|
(13,269,941 | ) | (5,779,434 | ) | (2,319,647 | ) | (1,255,822 | ) | (1,844,424 | ) | (999,490 | ) | | (25,468,758 | ) | |||||||||||||||||
$ | 9,707,740 | $ | 2,797,186 | $ | 2,272,026 | $ | 2,670,489 | $ | 1,646,700 | $ | 1,144,932 | $ | 38,214 | $ | 20,277,287 | |||||||||||||||||
2008
|
||||||||||||||||||||||||||||||||
Proved properties
|
$ | 21,275,814 | $ | 7,748,591 | $ | 3,638,368 | $ | 3,121,845 | $ | 3,099,916 | $ | 1,754,747 | $ | | $ | 40,639,281 | ||||||||||||||||
Unproved properties
|
381,258 | 312,616 | 231,169 | 110,348 | 15,724 | 221,775 | 27,457 | 1,300,347 | ||||||||||||||||||||||||
21,657,072 | 8,061,207 | 3,869,537 | 3,232,193 | 3,115,640 | 1,976,522 | 27,457 | 41,939,628 | |||||||||||||||||||||||||
Accumulated DD&A
|
(11,136,475 | ) | (3,970,016 | ) | (1,826,379 | ) | (1,069,933 | ) | (1,588,885 | ) | (856,380 | ) | | (20,448,068 | ) | |||||||||||||||||
$ | 10,520,597 | $ | 4,091,191 | $ | 2,043,158 | $ | 2,162,260 | $ | 1,526,755 | $ | 1,120,142 | $ | 27,457 | $ | 21,491,560 | |||||||||||||||||
F-50
2006
|
||||||||||||||||||||
Total | 2009 | 2008 | 2007 | and Prior | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Property acquisition costs
|
$ | 744,087 | $ | 171,910 | $ | 210,270 | $ | 150,597 | $ | 211,310 | ||||||||||
Exploration and development
|
650,383 | 380,108 | 196,133 | 17,911 | 56,231 | |||||||||||||||
Capitalized interest
|
84,538 | 25,269 | 35,135 | 8,443 | 15,691 | |||||||||||||||
Total
|
$ | 1,479,008 | $ | 577,287 | $ | 441,538 | $ | 176,951 | $ | 283,232 | ||||||||||
F-51
F-52
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crude Oil, Condensate and Natural Gas Liquids | Natural Gas |
(Thousands
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Thousands of barrels) | (Millions of cubic feet) |
barrels
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
United
|
North
|
United
|
North
|
of oil
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
States | Canada | Egypt | Australia | Sea | Argentina | Total | States | Canada | Egypt | Australia | Sea | Argentina | Total | equivalent) | ||||||||||||||||||||||||||||||||||||||||||||||
Proved developed reserves:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2006
|
343,743 | 102,417 | 58,366 | 20,197 | 178,364 | 25,378 | 728,465 | 1,840,105 | 1,591,157 | 664,818 | 584,236 | 6,840 | 438,391 | 5,125,547 | 1,582,722 | |||||||||||||||||||||||||||||||||||||||||||||
December 31, 2007
|
394,960 | 94,090 | 74,315 | 19,948 | 186,706 | 24,535 | 794,554 | 1,923,750 | 1,605,675 | 818,509 | 536,131 | 6,304 | 442,058 | 5,332,427 | 1,683,292 | |||||||||||||||||||||||||||||||||||||||||||||
December 31, 2008
|
363,516 | 85,038 | 93,103 | 39,758 | 168,925 | 26,752 | 777,092 | 1,866,988 | 1,594,782 | 1,010,102 | 713,290 | 5,585 | 487,980 | 5,678,727 | 1,723,547 | |||||||||||||||||||||||||||||||||||||||||||||
December 31, 2009
|
373,010 | 89,222 | 97,787 | 34,662 | 142,022 | 25,985 | 762,688 | 1,785,155 | 1,436,151 | 838,000 | 699,963 | 4,851 | 473,145 | 5,237,265 | 1,635,565 | |||||||||||||||||||||||||||||||||||||||||||||
Proved undeveloped reserves:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2006
|
151,528 | 78,557 | 30,445 | 50,325 | 17,306 | 4,415 | 332,576 | 855,257 | 774,562 | 491,166 | 219,511 | | 46,876 | 2,387,372 | 730,472 | |||||||||||||||||||||||||||||||||||||||||||||
December 31, 2007
|
156,655 | 83,866 | 20,292 | 56,780 | 18,011 | 3,552 | 339,156 | 775,298 | 727,853 | 364,374 | 611,363 | | 61,402 | 2,540,290 | 762,538 | |||||||||||||||||||||||||||||||||||||||||||||
December 31, 2008
|
151,248 | 70,707 | 21,303 | 36,777 | 18,990 | 5,027 | 304,052 | 670,194 | 608,580 | 360,876 | 540,255 | | 58,393 | 2,238,298 | 677,102 | |||||||||||||||||||||||||||||||||||||||||||||
December 31, 2009
|
150,627 | 57,552 | 17,806 | 43,779 | 29,692 | 5,104 | 304,560 | 652,766 | 869,197 | 321,141 | 661,478 | | 54,184 | 2,558,766 | 731,021 | |||||||||||||||||||||||||||||||||||||||||||||
Total proved reserves:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance December 31, 2006
|
495,271 | 180,974 | 88,811 | 70,522 | 195,670 | 29,793 | 1,061,041 | 2,695,362 | 2,365,719 | 1,155,984 | 803,747 | 6,840 | 485,267 | 7,512,919 | 2,313,194 | |||||||||||||||||||||||||||||||||||||||||||||
Extensions, discoveries and other additions
|
31,504 | 8,083 | 34,148 | 9,812 | 28,622 | 3,353 | 115,522 | 217,560 | 122,745 | 178,978 | 414,896 | 169 | 91,236 | 1,025,584 | 286,452 | |||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in-place
|
56,954 | 208 | 186 | 1,424 | | | 58,772 | 79,532 | 4,179 | | | | | 83,711 | 72,724 | |||||||||||||||||||||||||||||||||||||||||||||
Revisions of previous estimates
|
5,546 | (3,644 | ) | (6,369 | ) | | | 138 | (4,329 | ) | 8,881 | (15,889 | ) | (64,196 | ) | | | 287 | (70,917 | ) | (16,150 | ) | ||||||||||||||||||||||||||||||||||||||
Production
|
(35,938 | ) | (7,666 | ) | (22,168 | ) | (5,029 | ) | (19,575 | ) | (5,198 | ) | (95,574 | ) | (280,902 | ) | (141,697 | ) | (87,883 | ) | (71,149 | ) | (705 | ) | (73,330 | ) | (655,666 | ) | (204,850 | ) | ||||||||||||||||||||||||||||||
Sales of properties
|
(1,722 | ) | | | | | | (1,722 | ) | (21,385 | ) | (1,529 | ) | | | | | (22,914 | ) | (5,541 | ) | |||||||||||||||||||||||||||||||||||||||
Balance December 31, 2007
|
551,615 | 177,955 | 94,608 | 76,729 | 204,717 | 28,086 | 1,133,710 | 2,699,048 | 2,333,528 | 1,182,883 | 1,147,494 | 6,304 | 503,460 | 7,872,717 | 2,445,829 | |||||||||||||||||||||||||||||||||||||||||||||
Extensions, discoveries and other additions
|
38,010 | 5,623 | 28,966 | 4,401 | 9,288 | 9,261 | 95,549 | 247,100 | 192,974 | 109,488 | 151,308 | 362 | 114,852 | 816,084 | 231,563 | |||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in-place
|
1,919 | 7 | | | | | 1,926 | 27,551 | 1,757 | | | | | 29,308 | 6,810 | |||||||||||||||||||||||||||||||||||||||||||||
Revisions of previous estimates
|
(31,540 | ) | (18,787 | ) | 15,264 | (1,576 | ) | (4,315 | ) | 30 | (40,924 | ) | (175,834 | ) | (134,563 | ) | 175,125 | (238 | ) | (116 | ) | (330 | ) | (135,956 | ) | (63,583 | ) | |||||||||||||||||||||||||||||||||
Production
|
(35,057 | ) | (7,038 | ) | (24,432 | ) | (3,019 | ) | (21,775 | ) | (5,598 | ) | (96,919 | ) | (248,835 | ) | (129,100 | ) | (96,518 | ) | (45,019 | ) | (965 | ) | (71,608 | ) | (592,045 | ) | (195,593 | ) | ||||||||||||||||||||||||||||||
Sales of properties
|
(10,183 | ) | (2,015 | ) | | | | | (12,198 | ) | (11,848 | ) | (61,235 | ) | | | | | (73,083 | ) | (24,378 | ) | ||||||||||||||||||||||||||||||||||||||
Balance December 31, 2008
|
514,764 | 155,745 | 114,406 | 76,535 | 187,915 | 31,779 | 1,081,144 | 2,537,182 | 2,203,361 | 1,370,978 | 1,253,545 | 5,585 | 546,374 | 7,917,025 | 2,400,648 | |||||||||||||||||||||||||||||||||||||||||||||
Extensions, discoveries and other additions
|
17,642 | 1,839 | 41,104 | 3,574 | 6,056 | 4,865 | 75,080 | 150,668 | 340,278 | 2,142 | 174,883 | 252 | 50,714 | 718,937 | 194,903 | |||||||||||||||||||||||||||||||||||||||||||||
Purchases of minerals in-place
|
13,023 | | | | | | 13,023 | 47,782 | 35 | | | | | 47,817 | 20,993 | |||||||||||||||||||||||||||||||||||||||||||||
Revisions of previous estimates
|
12,981 | (4,504 | ) | (6,286 | ) | 1,901 | 2 | (173 | ) | 3,921 | (54,591 | ) | (107,205 | ) | (81,623 | ) | 33 | | (2,395 | ) | (245,781 | ) | (37,043 | ) | ||||||||||||||||||||||||||||||||||||
Production
|
(34,773 | ) | (6,306 | ) | (33,631 | ) | (3,569 | ) | (22,259 | ) | (5,382 | ) | (105,920 | ) | (243,120 | ) | (131,121 | ) | (132,356 | ) | (67,020 | ) | (986 | ) | (67,364 | ) | (641,967 | ) | (212,915 | ) | ||||||||||||||||||||||||||||||
Sales of properties
|
| | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Balance December 31, 2009
|
523,637 | 146,774 | 115,593 | 78,441 | 171,714 | 31,089 | 1,067,248 | 2,437,921 | 2,305,348 | 1,159,141 | 1,361,441 | 4,851 | 527,329 | 7,796,031 | 2,366,586 | |||||||||||||||||||||||||||||||||||||||||||||
F-53
United
|
||||||||||||||||||||||||||||
States | Canada | Egypt | Australia | North Sea | Argentina | Total | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
2009
|
||||||||||||||||||||||||||||
Cash inflows
|
$ | 38,590,447 | $ | 15,698,458 | $ | 10,176,058 | $ | 11,095,515 | $ | 6,871,499 | $ | 2,433,895 | $ | 84,865,872 | ||||||||||||||
Production costs
|
(12,398,626 | ) | (7,315,631 | ) | (1,330,365 | ) | (2,536,780 | ) | (4,215,126 | ) | (859,680 | ) | (28,656,208 | ) | ||||||||||||||
Development costs
|
(3,176,983 | ) | (1,789,641 | ) | (1,511,999 | ) | (1,948,594 | ) | (780,109 | ) | (163,552 | ) | (9,370,878 | ) | ||||||||||||||
Income tax expense
|
(6,432,989 | ) | (1,010,049 | ) | (2,527,265 | ) | (1,852,361 | ) | (917,848 | ) | (350,332 | ) | (13,090,844 | ) | ||||||||||||||
Net cash flows
|
16,581,849 | 5,583,137 | 4,806,429 | 4,757,780 | 958,416 | 1,060,331 | 33,747,942 | |||||||||||||||||||||
10 percent discount rate
|
(8,554,656 | ) | (2,974,219 | ) | (1,364,915 | ) | (2,691,665 | ) | (70,195 | ) | (341,154 | ) | (15,996,804 | ) | ||||||||||||||
Discounted future net cash flows(1)
|
$ | 8,027,193 | $ | 2,608,918 | $ | 3,441,514 | $ | 2,066,115 | $ | 888,221 | $ | 719,177 | $ | 17,751,138 | ||||||||||||||
2008
|
||||||||||||||||||||||||||||
Cash inflows
|
$ | 33,163,869 | $ | 19,176,850 | $ | 8,197,873 | $ | 8,081,114 | $ | 7,245,187 | $ | 2,189,600 | $ | 78,054,493 | ||||||||||||||
Production costs
|
(12,106,876 | ) | (10,816,837 | ) | (1,364,304 | ) | (2,484,538 | ) | (4,007,188 | ) | (815,453 | ) | (31,595,196 | ) | ||||||||||||||
Development costs
|
(3,315,013 | ) | (2,038,896 | ) | (1,452,228 | ) | (1,704,401 | ) | (1,100,321 | ) | (180,926 | ) | (9,791,785 | ) | ||||||||||||||
Income tax expense
|
(4,559,309 | ) | (3,685,399 | ) | (1,857,758 | ) | (893,348 | ) | (1,043,415 | ) | (270,928 | ) | (12,310,157 | ) | ||||||||||||||
Net cash flows
|
13,182,671 | 2,635,718 | 3,523,583 | 2,998,827 | 1,094,263 | 922,293 | 24,357,355 | |||||||||||||||||||||
10 percent discount rate
|
(6,660,164 | ) | (1,567,388 | ) | (1,168,561 | ) | (1,515,430 | ) | (230,793 | ) | (267,187 | ) | (11,409,523 | ) | ||||||||||||||
Discounted future net cash flows(1)
|
$ | 6,522,507 | $ | 1,068,330 | $ | 2,355,022 | $ | 1,483,397 | $ | 863,470 | $ | 655,106 | $ | 12,947,832 | ||||||||||||||
2007
|
||||||||||||||||||||||||||||
Cash inflows
|
$ | 65,709,496 | $ | 30,593,185 | $ | 13,218,300 | $ | 11,109,570 | $ | 18,804,621 | $ | 2,196,765 | $ | 141,631,937 | ||||||||||||||
Production costs
|
(14,756,624 | ) | (10,615,928 | ) | (1,441,370 | ) | (2,645,871 | ) | (10,712,341 | ) | (640,022 | ) | (40,812,156 | ) | ||||||||||||||
Development costs
|
(3,570,210 | ) | (2,484,076 | ) | (1,332,022 | ) | (1,861,987 | ) | (872,754 | ) | (144,569 | ) | (10,265,618 | ) | ||||||||||||||
Income tax expense
|
(15,112,020 | ) | (5,049,325 | ) | (3,988,962 | ) | (1,820,006 | ) | (3,586,735 | ) | (364,839 | ) | (29,921,887 | ) | ||||||||||||||
Net cash flows
|
32,270,642 | 12,443,856 | 6,455,946 | 4,781,706 | 3,632,791 | 1,047,335 | 60,632,276 | |||||||||||||||||||||
10 percent discount rate
|
(16,958,060 | ) | (6,987,602 | ) | (2,087,773 | ) | (2,218,830 | ) | (1,338,178 | ) | (294,095 | ) | (29,884,538 | ) | ||||||||||||||
Discounted future net cash flows(1)
|
$ | 15,312,582 | $ | 5,456,254 | $ | 4,368,173 | $ | 2,562,876 | $ | 2,294,613 | $ | 753,240 | $ | 30,747,738 | ||||||||||||||
(1) | Estimated future net cash flows before income tax expense, discounted at 10 percent per annum, totaled approximately $24.4 billion, $19.8 billion and $47.5 billion as of December 31, 2009, 2008 and 2007, respectively. |
F-54
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Sales, net of production costs
|
$ | (5,942,648 | ) | $ | (9,725,306 | ) | $ | (7,967,797 | ) | |||
Net change in prices and production costs
|
7,650,194 | (25,450,706 | ) | 15,869,295 | ||||||||
Discoveries and improved recovery, net of related costs
|
1,717,720 | 3,132,109 | 5,983,717 | |||||||||
Change in future development costs
|
1,238,102 | 1,335,971 | 289,764 | |||||||||
Revision of quantities
|
(1,257,800 | ) | 214,797 | (546,938 | ) | |||||||
Purchases of minerals in-place
|
529,713 | 1,675,599 | 1,842,457 | |||||||||
Accretion of discount
|
1,053,791 | 4,692,752 | 2,956,636 | |||||||||
Change in income taxes
|
822,732 | 7,820,734 | (5,848,139 | ) | ||||||||
Sales of properties
|
| (653,782 | ) | (83,336 | ) | |||||||
Change in production rates and other
|
(1,008,498 | ) | (842,074 | ) | (1,117,310 | ) | ||||||
$ | 4,803,306 | $ | (17,799,906 | ) | $ | 11,378,349 | ||||||
14. | SUPPLEMENTAL QUARTERLY FINANCIAL DATA (Unaudited) |
First | Second | Third | Fourth | Total | ||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||
2009
|
||||||||||||||||||||
Revenues
|
$ | 1,633,825 | $ | 2,093,378 | $ | 2,332,431 | $ | 2,555,192 | $ | 8,614,826 | ||||||||||
Expenses, net
|
3,390,765 | 1,648,658 | 1,890,415 | 1,969,386 | 8,899,224 | |||||||||||||||
Net income
|
$ | (1,756,940 | ) | $ | 444,720 | $ | 442,016 | $ | 585,806 | $ | (284,398 | ) | ||||||||
Income attributable to common stock
|
$ | (1,758,360 | ) | $ | 443,300 | $ | 440,596 | $ | 582,772 | $ | (291,692 | ) | ||||||||
Net income per common share(1):
|
||||||||||||||||||||
Basic
|
$ | (5.25 | ) | $ | 1.32 | $ | 1.31 | $ | 1.73 | $ | (.87 | ) | ||||||||
Diluted
|
$ | (5.25 | ) | $ | 1.31 | $ | 1.30 | $ | 1.72 | $ | (.87 | ) | ||||||||
2008
|
||||||||||||||||||||
Revenues
|
$ | 3,187,741 | $ | 3,900,191 | $ | 3,364,884 | $ | 1,936,934 | $ | 12,389,750 | ||||||||||
Expenses, net
|
2,166,228 | 2,454,962 | 2,174,059 | 4,882,547 | 11,677,796 | |||||||||||||||
Net income
|
$ | 1,021,513 | $ | 1,445,229 | $ | 1,190,825 | $ | (2,945,613 | ) | $ | 711,954 | |||||||||
Income attributable to common stock
|
$ | 1,020,093 | $ | 1,443,809 | $ | 1,189,405 | $ | (2,947,033 | ) | $ | 706,274 | |||||||||
Net income per common share(1):
|
||||||||||||||||||||
Basic
|
$ | 3.06 | $ | 4.32 | $ | 3.55 | $ | (8.80 | ) | $ | 2.11 | |||||||||
Diluted
|
$ | 3.03 | $ | 4.28 | $ | 3.52 | $ | (8.80 | ) | $ | 2.09 | |||||||||
(1) | The sum of the individual quarterly net income per common share amounts may not agree with year-to-date net income per common share as each quarterly computation is based on the weighted-average number of common shares outstanding during that period. Potentially dilutive securities were included in the computation of diluted net income per common share for each quarter in which the Company reported net income. |
F-55
15. | SUPPLEMENTAL GUARANTOR INFORMATION |
F-56
All Other
|
||||||||||||||||||||
Subsidiaries
|
||||||||||||||||||||
Apache
|
Apache
|
of Apache
|
Reclassifications
|
|||||||||||||||||
Corporation | Finance Canada | Corporation | & Eliminations | Consolidated | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
REVENUES AND OTHER:
|
||||||||||||||||||||
Oil and gas production revenues
|
$ | 2,769,642 | $ | | $ | 5,804,285 | $ | | $ | 8,573,927 | ||||||||||
Equity in net income (loss) of affiliates
|
235,554 | (448,596 | ) | 167,804 | 45,238 | | ||||||||||||||
Other
|
(3,009 | ) | 58,848 | (10,831 | ) | (4,109 | ) | 40,899 | ||||||||||||
3,002,187 | (389,748 | ) | 5,961,258 | 41,129 | 8,614,826 | |||||||||||||||
OPERATING EXPENSES:
|
||||||||||||||||||||
Depreciation, depletion and amortization
|
2,096,782 | | 3,116,442 | | 5,213,224 | |||||||||||||||
Asset retirement obligation accretion
|
63,055 | | 41,760 | | 104,815 | |||||||||||||||
Lease operating expenses
|
690,760 | | 971,380 | | 1,662,140 | |||||||||||||||
Gathering and transportation
|
34,151 | | 108,548 | | 142,699 | |||||||||||||||
Taxes other than income
|
100,081 | | 479,355 | | 579,436 | |||||||||||||||
General and administrative
|
274,838 | | 73,154 | (4,109 | ) | 343,883 | ||||||||||||||
Financing costs, net
|
228,268 | (15,708 | ) | 29,678 | | 242,238 | ||||||||||||||
3,487,935 | (15,708 | ) | 4,820,317 | (4,109 | ) | 8,288,435 | ||||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
(485,748 | ) | (374,040 | ) | 1,140,941 | 45,238 | 326,391 | |||||||||||||
Provision (benefit) for income taxes
|
(201,350 | ) | (93,248 | ) | 905,387 | | 610,789 | |||||||||||||
NET INCOME
|
(284,398 | ) | (280,792 | ) | 235,554 | 45,238 | (284,398 | ) | ||||||||||||
Preferred stock dividends
|
7,294 | | | | 7,294 | |||||||||||||||
INCOME ATTRIBUTABLE TO COMMON STOCK
|
$ | (291,692 | ) | $ | (280,792 | ) | $ | 235,554 | $ | 45,238 | $ | (291,692 | ) | |||||||
F-57
All Other
|
||||||||||||||||||||||||||||
Subsidiaries
|
||||||||||||||||||||||||||||
Apache
|
Apache
|
Apache
|
Apache
|
of Apache
|
Reclassifications
|
|||||||||||||||||||||||
Corporation | North America | Finance Australia | Finance Canada | Corporation | & Eliminations | Consolidated | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
REVENUES AND OTHER:
|
||||||||||||||||||||||||||||
Oil and gas production revenues
|
$ | 4,552,515 | $ | | $ | | $ | | $ | 7,821,713 | $ | (46,389 | ) | $ | 12,327,839 | |||||||||||||
Equity in net income (loss) of affiliates
|
525,829 | 71,228 | 67,820 | (156,540 | ) | 88,407 | (596,744 | ) | | |||||||||||||||||||
Other
|
25,876 | (30,643 | ) | 30,542 | 58,832 | (19,006 | ) | (3,690 | ) | 61,911 | ||||||||||||||||||
5,104,220 | 40,585 | 98,362 | (97,708 | ) | 7,891,114 | (646,823 | ) | 12,389,750 | ||||||||||||||||||||
OPERATING EXPENSES:
|
||||||||||||||||||||||||||||
Depreciation, depletion and amortization
|
3,276,414 | | | | 4,573,844 | | 7,850,258 | |||||||||||||||||||||
Asset retirement obligation accretion
|
66,189 | | | | 35,159 | | 101,348 | |||||||||||||||||||||
Lease operating expenses
|
821,150 | | | | 1,088,475 | | 1,909,625 | |||||||||||||||||||||
Gathering and transportation
|
38,606 | | | | 164,274 | (46,389 | ) | 156,491 | ||||||||||||||||||||
Taxes other than income
|
169,061 | | | | 815,746 | | 984,807 | |||||||||||||||||||||
General and administrative
|
223,467 | | | | 69,016 | (3,689 | ) | 288,794 | ||||||||||||||||||||
Financing costs, net
|
150,202 | (11,050 | ) | 18,046 | (5,585 | ) | 14,422 | | 166,035 | |||||||||||||||||||
4,745,089 | (11,050 | ) | 18,046 | (5,585 | ) | 6,760,936 | (50,078 | ) | 11,457,358 | |||||||||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
359,131 | 51,635 | 80,316 | (92,123 | ) | 1,130,178 | (596,745 | ) | 932,392 | |||||||||||||||||||
Provision (benefit) for income taxes
|
(352,823 | ) | (11,939 | ) | 9,088 | (28,236 | ) | 604,348 | | 220,438 | ||||||||||||||||||
NET INCOME
|
711,954 | 63,574 | 71,228 | (63,887 | ) | 525,830 | (596,745 | ) | 711,954 | |||||||||||||||||||
Preferred stock dividends
|
5,680 | | | | | | 5,680 | |||||||||||||||||||||
INCOME ATTRIBUTABLE TO COMMON STOCK
|
$ | 706,274 | $ | 63,574 | $ | 71,228 | $ | (63,887 | ) | $ | 525,830 | $ | (596,745 | ) | $ | 706,274 | ||||||||||||
F-58
All Other
|
||||||||||||||||||||||||||||
Subsidiaries
|
||||||||||||||||||||||||||||
Apache
|
Apache
|
Apache
|
Apache
|
of Apache
|
Reclassifications
|
|||||||||||||||||||||||
Corporation | North America | Finance Australia | Finance Canada | Corporation | & Eliminations | Consolidated | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
REVENUES AND OTHER:
|
||||||||||||||||||||||||||||
Oil and gas production revenues
|
$ | 4,243,362 | $ | | $ | | $ | | $ | 5,827,276 | $ | (108,656 | ) | $ | 9,961,982 | |||||||||||||
Equity in net income (loss) of affiliates
|
1,704,390 | 49,183 | 60,985 | 141,181 | | (1,955,739 | ) | | ||||||||||||||||||||
Other
|
13,000 | | (259 | ) | (59,160 | ) | 87,879 | (3,690 | ) | 37,770 | ||||||||||||||||||
5,960,752 | 49,183 | 60,726 | 82,021 | 5,915,155 | (2,068,085 | ) | 9,999,752 | |||||||||||||||||||||
OPERATING EXPENSES:
|
||||||||||||||||||||||||||||
Depreciation, depletion and amortization
|
1,070,058 | | | | 1,277,733 | | 2,347,791 | |||||||||||||||||||||
Asset retirement obligation accretion
|
70,005 | | | | 26,433 | | 96,438 | |||||||||||||||||||||
Lease operating expenses
|
801,937 | | | | 850,918 | | 1,652,855 | |||||||||||||||||||||
Gathering and transportation
|
38,084 | | | | 207,979 | (108,656 | ) | 137,407 | ||||||||||||||||||||
Taxes other than income
|
160,971 | | | | 436,676 | | 597,647 | |||||||||||||||||||||
General and administrative
|
223,229 | | | | 55,526 | (3,690 | ) | 275,065 | ||||||||||||||||||||
Financing costs, net
|
237,892 | | 18,076 | (2,711 | ) | (33,320 | ) | | 219,937 | |||||||||||||||||||
2,602,176 | | 18,076 | (2,711 | ) | 2,821,945 | (112,346 | ) | 5,327,140 | ||||||||||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
3,358,576 | 49,183 | 42,650 | 84,732 | 3,093,210 | (1,955,739 | ) | 4,672,612 | ||||||||||||||||||||
Provision (benefit) for income taxes
|
546,218 | | (6,533 | ) | (16,511 | ) | 1,337,080 | | 1,860,254 | |||||||||||||||||||
NET INCOME
|
2,812,358 | 49,183 | 49,183 | 101,243 | 1,756,130 | (1,955,739 | ) | 2,812,358 | ||||||||||||||||||||
Preferred stock dividends
|
5,680 | | | | | | 5,680 | |||||||||||||||||||||
INCOME ATTRIBUTABLE TO COMMON STOCK
|
$ | 2,806,678 | $ | 49,183 | $ | 49,183 | $ | 101,243 | $ | 1,756,130 | $ | (1,955,739 | ) | $ | 2,806,678 | |||||||||||||
F-59
All Other
|
||||||||||||||||||||
Subsidiaries
|
||||||||||||||||||||
Apache
|
Apache
|
of Apache
|
Reclassifications
|
|||||||||||||||||
Corporation | Finance Canada | Corporation | & Eliminations | Consolidated | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$ | 1,856,320 | $ | (14,734 | ) | $ | 2,382,057 | $ | | $ | 4,223,643 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||||||||||
Additions to oil and gas property
|
(1,008,099 | ) | | (2,317,611 | ) | | (3,325,710 | ) | ||||||||||||
Additions to gathering, transmission and processing facilities
|
| | (305,389 | ) | | (305,389 | ) | |||||||||||||
Acquisitions, other
|
(195,966 | ) | | (114,506 | ) | | (310,472 | ) | ||||||||||||
Short-term investments
|
791,999 | | | | 791,999 | |||||||||||||||
Restricted cash
|
13,880 | | | | 13,880 | |||||||||||||||
Proceeds from sale of oil and gas properties
|
162 | | 2,105 | | 2,267 | |||||||||||||||
Investment in and advances to subsidiaries, net
|
(657,004 | ) | | | 657,004 | | ||||||||||||||
Other, net
|
(38,526 | ) | | (75,475 | ) | | (114,001 | ) | ||||||||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(1,093,554 | ) | | (2,810,876 | ) | 657,004 | (3,247,426 | ) | ||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||||||
Commercial paper, credit facility and bank notes, net
|
1,335 | (2,711 | ) | 903,003 | (653,458 | ) | 248,169 | |||||||||||||
Fixed-rate debt borrowings
|
| | | | | |||||||||||||||
Payments on fixed-rate notes
|
| | (100,000 | ) | | (100,000 | ) | |||||||||||||
Dividends paid
|
(208,603 | ) | | | | (208,603 | ) | |||||||||||||
Common stock activity
|
28,495 | 17,828 | (14,282 | ) | (3,546 | ) | 28,495 | |||||||||||||
Redemption of preferred stock
|
(98,387 | ) | | | | (98,387 | ) | |||||||||||||
Treasury stock activity, net
|
5,620 | | | | 5,620 | |||||||||||||||
Cost of debt and equity transactions
|
(655 | ) | | | | (655 | ) | |||||||||||||
Other
|
14,132 | | 1,679 | | 15,811 | |||||||||||||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
(258,063 | ) | 15,117 | 790,400 | (657,004 | ) | (109,550 | ) | ||||||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
504,703 | 383 | 361,581 | | 866,667 | |||||||||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
142,026 | 1,714 | 1,037,710 | | 1,181,450 | |||||||||||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$ | 646,729 | $ | 2,097 | $ | 1,399,291 | $ | | $ | 2,048,117 | ||||||||||
F-60
All Other
|
||||||||||||||||||||||||||||
Subsidiaries
|
||||||||||||||||||||||||||||
Apache
|
Apache
|
Apache
|
Apache
|
of Apache
|
Reclassifications
|
|||||||||||||||||||||||
Corporation | North America | Finance Australia | Finance Canada | Corporation | & Eliminations | Consolidated | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$ | 1,590,113 | $ | (1,038 | ) | $ | (12,239 | ) | $ | 3,255 | $ | 5,485,253 | $ | | $ | 7,065,344 | ||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||||||||||||||||||
Additions to oil and gas property
|
(1,387,736 | ) | | | | (3,755,867 | ) | | (5,143,603 | ) | ||||||||||||||||||
Additions to gathering, transmission and processing facilities
|
| | | | (679,405 | ) | | (679,405 | ) | |||||||||||||||||||
Acquisitions, other
|
(145,400 | ) | | | | (4,438 | ) | | (149,838 | ) | ||||||||||||||||||
Short-term investments
|
(791,999 | ) | | | | | | (791,999 | ) | |||||||||||||||||||
Restricted cash
|
(13,880 | ) | | | | | | (13,880 | ) | |||||||||||||||||||
Proceeds from sales of oil and gas properties
|
206,047 | | | | 101,927 | | 307,974 | |||||||||||||||||||||
Investment in and advances to subsidiaries, net
|
(198,164 | ) | (12,977 | ) | | | | 211,141 | | |||||||||||||||||||
Other, net
|
384,782 | | | | (449,008 | ) | | (64,226 | ) | |||||||||||||||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(1,946,350 | ) | (12,977 | ) | | | (4,786,791 | ) | 211,141 | (6,534,977 | ) | |||||||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||||||||||||||
Commercial paper, credit facility and bank notes, net
|
(138,231 | ) | (6,872 | ) | (737 | ) | (2,202 | ) | 153,117 | (104,878 | ) | (99,803 | ) | |||||||||||||||
Fixed-rate debt borrowings
|
796,315 | | | | | | 796,315 | |||||||||||||||||||||
Payments on fixed-rate notes
|
| | | | (353 | ) | | (353 | ) | |||||||||||||||||||
Dividends paid
|
(239,358 | ) | | | | | | (239,358 | ) | |||||||||||||||||||
Common stock activity
|
31,513 | 19,977 | 12,977 | (1,090 | ) | 74,399 | (106,263 | ) | 31,513 | |||||||||||||||||||
Treasury stock activity, net
|
4,498 | | | | | | 4,498 | |||||||||||||||||||||
Cost of debt and equity transactions
|
(7,050 | ) | | | | | | (7,050 | ) | |||||||||||||||||||
Other
|
46,951 | | | | (7,453 | ) | | 39,498 | ||||||||||||||||||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
494,638 | 13,105 | 12,240 | (3,292 | ) | 219,710 | (211,141 | ) | 525,260 | |||||||||||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
138,401 | (910 | ) | 1 | (37 | ) | 918,172 | | 1,055,627 | |||||||||||||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
3,626 | 484 | 1 | 1,751 | 119,961 | | 125,823 | |||||||||||||||||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$ | 142,027 | $ | (426 | ) | $ | 2 | $ | 1,714 | $ | 1,038,133 | $ | | $ | 1,181,450 | |||||||||||||
F-61
All Other
|
||||||||||||||||||||||||||||
Subsidiaries
|
||||||||||||||||||||||||||||
Apache
|
Apache
|
Apache
|
Apache
|
of Apache
|
Reclassifications
|
|||||||||||||||||||||||
Corporation | North America | Finance Australia | Finance Canada | Corporation | & Eliminations | Consolidated | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$ | 3,536,130 | $ | | $ | (18,622 | ) | $ | (990,754 | ) | $ | 3,150,679 | $ | | $ | 5,677,433 | ||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||||||||||||||||||
Additions to oil and gas property
|
(1,748,051 | ) | | | | (2,552,993 | ) | | (4,301,044 | ) | ||||||||||||||||||
Additions to gathering, transmission and processing facilities
|
| | | | (480,936 | ) | | (480,936 | ) | |||||||||||||||||||
Acquisition of Anadarko properties
|
(1,004,593 | ) | | | | | | (1,004,593 | ) | |||||||||||||||||||
Acquisitions, other
|
(1,062 | ) | | | | (19,301 | ) | | (20,363 | ) | ||||||||||||||||||
Proceeds from sales of oil and gas properties
|
4,623 | | | | 62,860 | | 67,483 | |||||||||||||||||||||
Investment in and advances to subsidiaries, net
|
(1,123,148 | ) | (24,977 | ) | | | (1,181,454 | ) | 2,329,579 | | ||||||||||||||||||
Other, net
|
(71,752 | ) | | | | (134,724 | ) | | (206,476 | ) | ||||||||||||||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(3,943,983 | ) | (24,977 | ) | | | (4,306,548 | ) | 2,329,579 | (5,945,929 | ) | |||||||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||||||||||||||
Commercial paper, credit facility and bank notes, net
|
(1,431,714 | ) | | 163,645 | (377 | ) | 93,696 | (237,500 | ) | (1,412,250 | ) | |||||||||||||||||
Fixed-rate debt borrowings
|
1,992,290 | | | | | | 1,992,290 | |||||||||||||||||||||
Payments on fixed-rate notes
|
| | (170,000 | ) | | (3,000 | ) | | (173,000 | ) | ||||||||||||||||||
Dividends paid
|
(204,753 | ) | | | | | | (204,753 | ) | |||||||||||||||||||
Common stock activity
|
29,682 | 24,977 | 24,977 | 992,881 | 1,049,244 | (2,092,079 | ) | 29,682 | ||||||||||||||||||||
Treasury stock activity, net
|
14,279 | | | | | | 14,279 | |||||||||||||||||||||
Cost of debt and equity transactions
|
(18,179 | ) | | | | | | (18,179 | ) | |||||||||||||||||||
Other
|
25,726 | | | | | | 25,726 | |||||||||||||||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
407,331 | 24,977 | 18,622 | 992,504 | 1,139,940 | (2,329,579 | ) | 253,795 | ||||||||||||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(522 | ) | | | 1,750 | (15,929 | ) | | (14,701 | ) | ||||||||||||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
4,148 | | 1 | 1 | 136,374 | | 140,524 | |||||||||||||||||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$ | 3,626 | $ | | $ | 1 | $ | 1,751 | $ | 120,445 | $ | | $ | 125,823 | ||||||||||||||
F-62
F-63
F-64
(1) | Executive Committee | |
(2) | Audit Committee | |
(3) | Management Development and Compensation Committee | |
(4) | Corporate Governance and Nominating Committee | |
(5) | Stock Option Plan Committee |
Dividends
|
||||||||||||||||
Price Range | per Share | |||||||||||||||
High | Low | Declared | Paid | |||||||||||||
2009
|
||||||||||||||||
First Quarter
|
$ | 88.07 | $ | 51.03 | $ | .15 | $ | .15 | ||||||||
Second Quarter
|
87.04 | 61.60 | .15 | .15 | ||||||||||||
Third Quarter
|
95.77 | 65.02 | .15 | .15 | ||||||||||||
Fourth Quarter
|
106.46 | 88.06 | .15 | .15 | ||||||||||||
2008
|
||||||||||||||||
First Quarter
|
$ | 122.34 | $ | 84.52 | $ | .25 | $ | .25 | ||||||||
Second Quarter
|
149.23 | 117.65 | .15 | .15 | ||||||||||||
Third Quarter
|
145.00 | 94.82 | .15 | .15 | ||||||||||||
Fourth Quarter
|
103.17 | 57.11 | .15 | .15 |
| Apache Finance Canadas 7.75% notes, due 2029 (symbol APA/29) |
Exhibit
*3
.1
Restated Certificate of Incorporation of Registrant, dated
February 23, 2010, as filed with the Secretary of State of
Delaware on February 23, 2010.
3
.2
Bylaws of Registrant, as amended August 6, 2009
(incorporated by reference to Exhibit 3.2 to
Registrants Quarterly Report on
Form 10-K
for quarter ended June 30, 2009, SEC File
No. 001-4300).
4
.1
Form of Certificate for Registrants Common Stock
(incorporated by reference to Exhibit 4.1 to
Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2004, SEC File
No. 001-4300).
4
.2
Rights Agreement, dated January 31, 1996, between
Registrant and Wells Fargo Bank, N.A. (as
successor-in-interest
to Norwest Bank Minnesota, N.A.), rights agent, relating to the
declaration of a rights dividend to Registrants common
shareholders of record on January 31, 1996 (incorporated by
reference to Exhibit(a) to Registrants Registration
Statement on
Form 8-A,
dated January 24, 1996, SEC File
No. 001-4300).
4
.3
Amendment No. 1, dated as of January 31, 2006, to the
Rights Agreement dated as of December 31, 1996, between
Apache Corporation, a Delaware corporation, and Wells Fargo
Bank, N.A. (as
successor-in-interest
to Norwest Bank Minnesota, N.A.) (incorporated by reference to
Exhibit 4.4 to Registrants Amendment No. 1 to
Registration Statement on
Form 8-A,
dated January 31, 2006, SEC File
No. 001-4300).
4
.4
Senior Indenture, dated February 15, 1996, between
Registrant and The Bank of New York Mellon Trust Company,
N.A. (formerly known as the Bank of New York Trust Company,
N.A., as
successor-in-interest
to JPMorgan Chase Bank), formerly known as The Chase Manhattan
Bank, as trustee, governing the senior debt securities and
guarantees (incorporated by reference to Exhibit 4.6 to
Registrants Registration Statement on
Form S-3,
dated May 23, 2003, Reg.
No. 333-105536).
4
.5
First Supplemental Indenture to the Senior Indenture, dated as
of November 5, 1996, between Registrant and The Bank of New
York Mellon Trust Company, N.A. (formerly known as the Bank
of New York Trust Company, N.A., as
successor-in-interest
to JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank), as trustee, governing the senior debt securities and
guarantees (incorporated by reference to Exhibit 4.7 to
Registrants Registration Statement on
Form S-3,
dated May 23, 2003, Reg.
No. 333-105536).
4
.6
Form of Indenture among Apache Finance Pty Ltd, Registrant and
The Bank of New York Mellon Trust Company, N.A. (formerly
known as the Bank of New York Trust Company, N.A., as
successor-in-interest
to The Chase Manhattan Bank), as trustee, governing the debt
securities and guarantees (incorporated by reference to
Exhibit 4.1 to Registrants Registration Statement on
Form S-3,
dated November 12, 1997, Reg.
No. 333-339973).
4
.7
Form of Indenture among Registrant, Apache Finance Canada
Corporation and The Bank of New York Mellon Trust Company,
N.A. (formerly known as the Bank of New York Trust Company,
N.A., as
successor-in-interest
to The Chase Manhattan Bank), as trustee, governing the debt
securities and guarantees (incorporated by reference to
Exhibit 4.1 to Amendment No. 1 to Registrants
Registration Statement on
Form S-3,
dated November 12, 1999, Reg.
No. 333-90147).
10
.1
Form of Amended and Restated Credit Agreement, dated as of
May 9, 2006, among Registrant, the Lenders named therein,
JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. and
Bank of America, N.A., as Co-Syndication Agents, and BNP Paribas
and UBS Loan Finance LLC, as Co-Documentation Agents
(incorporated by reference to Exhibit 10.1 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 2006, SEC File
No. 001-4300).
10
.2
Form of Request for Approval of Extension of Maturity Date and
Amendment, dated as of April 5, 2007, among Registrant, the
Lenders named therein, JPMorgan Chase Bank, as Administrative
Agent, Citibank, N.A. and Bank of America, N.A., as
Co-Syndication Agents, and BNP Paribas and UBS Loan Finance LLC,
as Co-Documentation Agents (incorporated by reference to
Exhibit 10.2 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2007, SEC File
No. 001-4300).
Table of Contents
Exhibit
10
.3
Form of Request for Approval of Extension of Maturity Date and
Amendment, dated as of February 18, 2008, among Registrant,
the Lenders named therein, JPMorgan Chase Bank, as
Administrative Agent, Citibank, N.A. and Bank of America, N.A.,
as Co-Syndication Agents, and BNP Paribas and UBS Loan Finance
LLC, as Co-Documentation Agents (incorporated by reference to
Exhibit 10.1 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008, SEC File
No. 001-4300).
10
.4
Form of Credit Agreement, dated as of May 12, 2005, among
Registrant, the Lenders named therein, JPMorgan Chase Bank,
N.A., as Global Administrative Agent, J.P. Morgan
Securities Inc. and Banc of America Securities, LLC, as Co-Lead
Arrangers and Joint Bookrunners, Bank of America, N.A. and
Citibank, N.A., as U.S. Co-Syndication Agents, and Calyon New
York Branch and Société Générale, as U.S.
Co-Documentation Agents (excluding exhibits and schedules)
(incorporated by reference to Exhibit 10.01 to
Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005, SEC File
No. 001-4300).
10
.5
Form of Credit Agreement, dated as of May 12, 2005, among
Apache Canada Ltd, a wholly-owned subsidiary of Registrant, the
Lenders named therein, JPMorgan Chase Bank, N.A., as Global
Administrative Agent, RBC Capital Markets and BMO Nesbitt Burns,
as Co-Lead Arrangers and Joint Bookrunners, Royal Bank of
Canada, as Canadian Administrative Agent, Bank of Montreal and
Union Bank of California, N.A., Canada Branch, as Canadian
Co-Syndication Agents, and The Toronto-Dominion Bank and BNP
Paribas (Canada), as Canadian Co-Documentation Agents (excluding
exhibits and schedules) (incorporated by reference to
Exhibit 10.02 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005, SEC File
No. 001-4300).
10
.6
Form of Credit Agreement, dated as of May 12, 2005, among
Apache Energy Limited, a wholly-owned subsidiary of Registrant,
the Lenders named therein, JPMorgan Chase Bank, N.A., as Global
Administrative Agent, Citigroup Global Markets Inc. and Deutsche
Bank Securities Inc., as Co-Lead Arrangers and Joint
Bookrunners, Citisecurities Limited, as Australian
Administrative Agent, Deutsche Bank AG, Sydney Branch, and
JPMorgan Chase Bank, as Australian Co-Syndication Agents, and
Bank of America, N.A., Sydney Branch, and UBS AG, Australia
Branch, as Australian Co-Documentation Agents (excluding
exhibits and schedules) (incorporated by reference to
Exhibit 10.03 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005, SEC File
No. 001-4300).
10
.7
Form of Request for Approval of Extension of Maturity Date and
Amendment, dated April 5, 2007, among Registrant, Apache
Canada Ltd., Apache Energy Limited, the Lenders named therein,
JPMorgan Chase Bank, N.A., as Global Administrative Agent, and
the other agents party thereto (incorporated by reference to
Exhibit 10.6 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2007, SEC File
No. 001-4300).
10
.8
Form of Request for Approval of Extension of Maturity Date and
Amendment, dated February 18, 2008, among Registrant,
Apache Canada Ltd., Apache Energy Limited, the Lenders named
therein, JPMorgan Chase Bank, N.A., as Global Administrative
Agent, and the other agents party thereto (incorporated by
reference to Exhibit 10.2 to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2008, SEC File
No. 001-4300).
10
.9
Apache Corporation Corporate Incentive Compensation Plan A
(Senior Officers Plan), dated July 16, 1998
(incorporated by reference to Exhibit 10.13 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 1998, SEC File
No. 001-4300).
Apache Corporation Corporate Incentive Compensation Plan A
(Senior Officers Plan), dated July 16, 1998
(incorporated by reference to Exhibit 10.13 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 1998, SEC File
No. 001-4300).
10
.10
First Amendment to Apache Corporation Corporate Incentive
Compensation Plan A, dated November 20, 2008, effective as
of January 1, 2005 (incorporated by reference to
Exhibit 10.17 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.11
Apache Corporation Corporate Incentive Compensation Plan B
(Strategic Objectives Format), dated July 16, 1998
(incorporated by reference to Exhibit 10.14 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 1998, SEC File
No. 001-4300).
Table of Contents
Exhibit
10
.12
First Amendment to Apache Corporation Corporate Incentive
Compensation Plan B, dated November 20, 2008, effective as
of January 1, 2005 (incorporated by reference to
Exhibit 10.19 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.13
Apache Corporation 401(k) Savings Plan, dated January 1,
2008 (incorporated by reference to Exhibit 10.20 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.14
Amendment to Apache Corporation 401(k) Savings Plan, dated
January 29, 2009, effective as of January 1, 2009,
except as otherwise specified (incorporated by reference to
Exhibit 10.21 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
*10
.15
Amendment to Apache Corporation 401(k) Savings Plan, dated
December 22, 2009, effective as of January 1, 2009,
except as otherwise specified.
*10
.16
Non-Qualified Retirement/Savings Plan of Apache Corporation,
amended and restated as of February 11, 2010.
*10
.17
Apache Corporation 2007 Omnibus Equity Compensation Plan, as
amended and restated effective as of December 31, 2009.
10
.18
Apache Corporation 1998 Stock Option Plan, as amended and
restated August 14, 2008 (incorporated by reference to
Exhibit 10.3 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, SEC File
No. 001-4300).
10
.19
Apache Corporation 2000 Stock Option Plan, as amended and
restated August 14, 2008 (incorporated by reference to
Exhibit 10.4 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, SEC File
No. 001-4300).
10
.20
Apache Corporation 2003 Stock Appreciation Rights Plan, as
amended and restated August 14, 2008 (incorporated by
reference to Exhibit 10.5 to Registrants Quarterly
Report on
Form 10-Q
for quarter ended September 30, 2008, SEC File
No. 001-4300).
10
.21
Apache Corporation 2005 Stock Option Plan, as amended and
restated August 14, 2008 (incorporated by reference to
Exhibit 10.6 to Registrants Quarterly Report on
Form 10-Q
for quarter ended September 30, 2008, Commission File
No. 001-4300).
10
.22
Apache Corporation 2005 Share Appreciation Plan, as amended
and restated August 14, 2008 (incorporated by reference to
Exhibit 10.7 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, Commission File
No. 001-4300).
10
.23
Apache Corporation 2008 Share Appreciation Program
Specifications, pursuant to Apache Corporation 2007 Omnibus
Equity Compensation Plan (incorporated by reference to
Exhibit 10.3 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008, SEC File
No. 001-4300).
10
.24
Apache Corporation Executive Restricted Stock Plan, as amended
and restated November 19, 2008 (incorporated by reference
to Exhibit 10.37 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.25
Apache Corporation Income Continuance Plan, as amended and
restated November 20, 2008, effective as of January 1,
2005 (incorporated by reference to Exhibit 10.35 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.26
Apache Corporation Deferred Delivery Plan, as amended and
restated November 19, 2008, effective as of January 1,
2009, except as otherwise specified (incorporated by reference
to Exhibit 10.36 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.27
Apache Corporation Non-Employee Directors Compensation
Plan, as amended and restated November 20, 2008, effective
as of January 1, 2009 (incorporated by reference to
Exhibit 10.38 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.28
Apache Corporation Outside Directors Retirement Plan, as
amended and restated November 20, 2008, effective as of
January 1, 2009 (incorporated by reference to
Exhibit 10.39 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
Table of Contents
Exhibit
10
.29
Apache Corporation Equity Compensation Plan for Non-Employee
Directors, as amended and restated February 8, 2007
(incorporated by reference to Exhibit 10.2 to
Registrants Quarterly Report on
Form 10-Q
for quarter ended March 31, 2007, SEC File
No. 001-4300).
10
.30
Apache Corporation Non-Employee Directors Restricted Stock
Units Program Specifications, dated August 14, 2008,
pursuant to Apache Corporation 2007 Omnibus Equity Compensation
Plan (incorporated by reference to Exhibit 10.9 to
Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, SEC File
No. 001-4300).
10
.31
Restated Employment and Consulting Agreement, dated
January 15, 2009, between Registrant and Raymond Plank
(incorporated by reference to Exhibit 10.1 to
Registrants Current Report on
Form 8-K,
dated January 15, 2009, filed January 16, 2009, SEC
File
No. 001-4300).
10
.32
Amended and Restated Employment Agreement, dated
December 20, 1990, between Registrant and John A. Kocur
(incorporated by reference to Exhibit 10.10 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 1990, SEC File
No. 001-4300).
10
.33
Employment Agreement between Registrant and G. Steven Farris,
dated June 6, 1988, and First Amendment, dated
November 20, 2008, effective as of January 1, 2005
(incorporated by reference to Exhibit 10.44 to
Registrants Annual Report on
Form 10-K
for year ended December 31, 2008, SEC File
No. 001-4300).
10
.34
Amended and Restated Conditional Stock Grant Agreement, dated
September 15, 2005, effective January 1, 2005, between
Registrant and G. Steven Farris (incorporated by reference to
Exhibit 10.06 to Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005, SEC File
No. 001-4300).
10
.35
Restricted Stock Unit Award Agreement, dated May 8, 2008,
between Registrant and G. Steven Farris (incorporated by
reference to Exhibit 10.4 to Registrants Quarterly
Report on
Form 10-Q
for quarter ended March 31, 2008, SEC File
No. 001-4300).
10
.36
Form of Restricted Stock Unit Award Agreement, dated
February 12, 2009, between Registrant and each of John A.
Crum, Rodney J. Eichler, and Roger B. Plank (incorporated by
reference to Exhibit 10.1 to Registrants Current
Report on
Form 8-K,
dated February 12, 2009, filed February 18, 2009, SEC
File
No. 001-4300).
*10
.37
Form of Restricted Stock Unit Award Agreement, dated
November 18, 2009, between Registrant and Michael S.
Bahorich.
*10
.38
Form of Restricted Stock Unit Grant Agreement, dated May 6,
2009, between Registrant and each of G. Steven Farris, Roger B.
Plank, John A. Crum, Rodney J. Eichler, and Michael S. Bahorich.
*10
.39
Form of Stock Option Award Agreement, dated May 6, 2009, between
Registrant and each of G. Steven Farris, Roger B. Plank, John A.
Crum, Rodney J. Eichler, and Michael S. Bahorich.
*12
.1
Statement of Computation of Ratios of Earnings to Fixed Charges
and Combined Fixed Charges and Preferred Stock Dividends.
14
.1
Code of Business Conduct (incorporated by reference to
Exhibit 14.1 to Registrants Annual Report on
Form 10-K
for year ended December 31, 2003, SEC File
No. 001-4300).
*21
.1
Subsidiaries of Registrant
*23
.1
Consent of Ernst & Young LLP
*23
.2
Consent of Ryder Scott Company L.P., Petroleum Consultants
*24
.1
Power of Attorney (included as a part of the signature pages to
this report)
*31
.1
Certification of Principal Executive Officer
*31
.2
Certification of Principal Financial Officer
*32
.1
Certification of Principal Executive Officer and Principal
Financial Officer
*99
.1
Report of Ryder Scott Company L.P., Petroleum Consultants
**101
The following materials from the Apache Corporations
Annual Report on Form 10-K for the year ended December 31,
2009, formatted in XBRL (Extensible Business Reporting
Language): (i) Statement of Consolidated Operations,
(ii) Statement of Consolidated Cash Flows,
(iii) Consolidated Balance Sheet, (iv) Statement of
Consolidated Shareholders Equity, and (v) Notes to
Consolidated Financial Statements, tagged as blocks of text.
Table of Contents
*
Filed herewith.
**
Furnished herewith.
Management contracts or compensatory plans or arrangements
required to be filed herewith pursuant to Item 15 hereof.
[Seal] | ||||
/s/ Jeffrey W. Bullock | ||||
Jeffrey W. Bullock, Secretary of State | ||||
AUTHENTICATION: 7829140 | ||||
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0482215 8100 | DATE: 02-23-10 | ||||
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100186829 | |||||
You may verify this certificate online | ||||||
at corp.delaware.gov/authver.shtml |
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3. | Voting Rights . The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: |
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Names | Residences | ||||
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H. K. Webb | Wilmington, Delaware | ||||
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H. C. Broadt | Wilmington, Delaware | ||||
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A. D. Atwell | Townsend, Delaware |
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APACHE CORPORATION
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By: | /s/ Cheri L. Peper | |||
Cheri L. Peper | ||||
Corporate Secretary | ||||
ATTEST:
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By: | /s/ Richard D. Black | |||
Richard D. Black | ||||
Assistant Secretary | ||||
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1. | Section 1.15(b) of the Plan shall be replaced in its entirety with the following, effective as of January 1, 2009. |
(b) | An Employee shall not be a Covered Employee unless he is either based in the U.S. or on the U.S. payroll. An individual is not an Eligible Employee even if he is on the U.S. payroll if (i) he is neither a U.S. citizen nor U.S. resident, and (ii) he performs no services for Apache or any Affiliated Entity in the U.S. (in other words, third country nationals are not Eligible Employees). |
2. | Section 3.2(c)(i) of the Plan shall be replaced in its entirety with the following, effective as of January 1, 2010. |
(i) | Authorization . An individual who has become, or who is expected to shortly become, a Covered Employee may make an affirmative election to make have amounts withheld from his Compensation and to have such Participant Contributions contributed to this Plan; such Participant Contributions shall begin as soon as administratively practicable after the Participant has satisfied the waiting period described in subsection 2.1(a). In addition, an individual who becomes a Covered Employee shall be automatically enrolled in the Plan, and will make Participant Contributions at 6% of his Compensation, unless he affirmatively elects otherwise; the Participant shall be provided with a reasonable opportunity of at least 30 days to select a different rate of Participant Contribution; the Participant shall be notified in a sufficiently accurate and comprehensive manner that apprises the Participant of his rights and obligations, written in a manner calculated to be understood by the Participant, that explains his right to elect a contribution percentage rate that is not 6% of Compensation (and that may be 0%), that explains when such automatic contributions will begin (unless he makes an affirmative election otherwise), and that explains how such automatic Participant Contributions and the associated match will be invested. Any authorization or deemed authorization may apply only to Compensation that is not then currently available to the Participant. Such authorization or deemed authorization shall remain in effect until revoked or changed by the Participant. If an Employee makes a hardship withdrawal from his Participant Contributions Account under section 6.5, his contribution rate shall be immediately reduced to 0%, and shall remain at 0% for at least 6 months. To be effective, any authorization, change of authorization, or notice of revocation must be filed with the Committee according to such restrictions and requirements as the Committee prescribes. |
The Committee shall establish procedures from time to time for Participants to change their contribution elections, which procedures shall be communicated to Participants. The Committee may establish different procedures for Participant Contributions from different types of Compensation, such as bonuses. A Participant who also participates in the NQ Plan may make a combined contribution election that applies to both this Plan and the NQ Plan; once made, such combined elections are irrevocable for the periods and the compensation described in the elections. |
3. | The last sentence of section 3.5(f) of the Plan shall be replaced in its entirety with the following, effective as of January 1, 2008. |
The amount actually recharacterized or returned to each highly Compensated Employee shall be adjusted to reflect as nearly as possible the actual increase or decrease in the net value of the Trust Fund attributable to the correction through the end of the Plan Year for which the correction is being made. |
4. | The last sentence of section 3.6(e) of the Plan shall be replaced in its entirety with the following, effective as of January 1, 2008. |
The amount of the correction shall be adjusted to reflect as nearly as possible the actual increase or decrease in the net value of the Trust Fund attributable to the correction through the end of the Plan Year for which the correction is being made. |
APACHE CORPORATION
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By: | /s/ Margery Harris | |||
Margery Harris | ||||
Vice President, Human Resources | ||||
ARTICLE I DEFINITIONS
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1.01 Account
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1.02 Affiliated Entity
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1 | |||
1.03 Apache
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1 | |||
1.04 Beneficiary
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1 | |||
1.05 Change of Control
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1 | |||
1.06 Code
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1 | |||
1.07 Committee
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1.08 Company
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1.09 Company Deferrals
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2 | |||
1.10 Compensation
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2 | |||
1.11 Employee
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1.12 Enrollment Agreement
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1.13 ERISA
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3 | |||
1.14 Participant
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3 | |||
1.15 Participant Deferrals
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1.16 Payment Processing Date
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1.17 Plan
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1.18 Plan Year
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1.19 Retirement Plan
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3 | |||
1.20 Savings Plan
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1.21 Separation from Service and Separate from Service
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3 | |||
1.22 Spouse
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1.23 Trust
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1.24 Trust Agreement
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4 | |||
1.25 Trustee
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ARTICLE II ELIGIBILITY AND PARTICIPATION
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4 | |||
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2.01 Eligibility and Participation
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4 | |||
2.02 Enrollment
|
4 | |||
2.03 Failure of Eligibility
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4 | |||
|
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ARTICLE III CONTRIBUTION DEFERRALS
|
4 | |||
|
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3.01 Participant Deferrals
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4 | |||
3.02 Company Deferrals
|
6 | |||
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ARTICLE IV CREDITING OF ACCOUNTS
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7 | |||
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4.01 Accounts
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7 | |||
4.02 Investments
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7 | |||
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ARTICLE V DISTRIBUTIONS
|
7 | |||
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5.01 Vesting and Forfeitures
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7 | |||
5.02 Rehires
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8 | |||
5.03 Distribution Overview
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9 | |||
5.04 Distributions after Separation from Service
and In-Service Withdrawals
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9 | |||
5.05 Payments after a Participant Dies
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11 | |||
5.06 Change of Control
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12 | |||
5.07 Hardship Withdrawals
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13 | |||
5.08 Divorce
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13 | |||
5.09 Administrative Delays in Payments
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14 | |||
5.10 Noncompliance with Code §409A
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14 | |||
5.11 Cash Payment and Withholding
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ARTICLE VI ADMINISTRATION
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6.01 The Committee Plan Administrator
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6.02 Committee Duties
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6.03 Organization of Committee
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6.04 Indemnification
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6.05 Agent for Process
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6.06 Determination of Committee Final
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6.07 No Bonding
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ARTICLE VII TRUST
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7.01 Trust Agreement
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7.02 Expenses of Trust
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ARTICLE VIII AMENDMENT AND TERMINATION
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8.01 Termination of Plan
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8.02 Amendment
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ARTICLE IX MISCELLANEOUS
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17 | |||
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9.01 Funding of Benefits No Fiduciary Relationship
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9.02 Right to Terminate Employment
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9.03 Inalienability of Benefits
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17 | |||
9.04 Claims Procedure
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9.05 Disposition of Unclaimed Distributions
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9.06 Distributions due Infants or Incompetents
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9.07 Use and Form of Words
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9.08 Headings
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9.09 Governing Law
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19 |
1.01 | Account | |
Account means the account maintained for each Participant to which is credited all Participant Deferrals made by a Participant, all Company Deferrals on behalf of a Participant, and all adjustments thereto. Each Account is divided into a variety of subaccounts, as detailed in Article V. | ||
1.02 | Affiliated Entity | |
Affiliated Entity means any legal entity that is treated as a single employer with Apache pursuant to Code §414(b), §414(c), §414(m), or §414(o). | ||
1.03 | Apache | |
Apache means Apache Corporation or any successor thereto. | ||
1.04 | Beneficiary | |
Beneficiary means a Participants beneficiary, as determined in section 5.05. | ||
1.05 | Change of Control | |
Change of Control means an event described in Code §409A(a)(2)(A)(v). This definition applies to Apache only. | ||
1.06 | Code | |
Code means the Internal Revenue Code of 1986, as amended. | ||
1.07 | Committee | |
Committee means the administrative committee provided for in section 6.01. | ||
1.08 | Company | |
Company means Apache and any Affiliated Entity that, with approval of the Board of Directors of Apache, has adopted the Plan. |
Page 1 of 19
1.09 | Company Deferrals | |
Company Deferrals means the allocations to a Participants Account made pursuant to section 3.02. | ||
1.10 | Compensation | |
Compensation generally means regular compensation paid by the Company. |
(a) | Inclusions . Specifically, Compensation includes: |
(i) | regular salary or wages, | ||
(ii) | overtime pay, and | ||
(iii) | the regular annual bonus (i.e., incentive compensation), to the extent that it is payable in cash, and any other bonus designated by the Committee. |
(b) | Exclusions . Compensation excludes: |
(i) | commissions, | ||
(ii) | severance pay, | ||
(iii) | moving expenses, | ||
(iv) | any gross-up of moving expenses to account for increased income taxes, | ||
(v) | foreign service premiums paid as an inducement to work outside of the United States, | ||
(vi) | Company contributions under the Retirement Plan | ||
(vii) | Company contributions under the Savings Plan, | ||
(viii) | other contingent compensation, | ||
(ix) | contributions to any other fringe benefit plan (including, but not limited to, overriding royalty payments or any other exploration-related payments), | ||
(x) | any amounts relating to the granting of a stock option by the Company or an Affiliated Entity, the exercise of such a stock option, or the sale or deemed sale of any shares thereby acquired, | ||
(xi) | any bonus other than a bonus described in paragraph (a)(iii), | ||
(xii) | payments from any benefit plan, such as any stock appreciation right or payments from a Share Appreciation Plan, any payment from the Deferred Delivery Plan or the Executive Restricted Stock Plan, and payments pursuant to grants made under the Omnibus Equity Compensation Plan of 2007, and | ||
(xiii) | any benefit accrued under, or any payment from, any nonqualified plan of deferred compensation. |
(c) | Timing Rules . |
(i) | Participant Deferrals . For purposes of calculating Participant Deferrals, Compensation includes only those amounts paid after the Employee has made both his initial payout election under section 5.04 and his Enrollment Agreement under section 3.01. Compensation does not include any amounts paid after the Participant ceased to be eligible to participate in the Plan. A Participant who begins participating in the middle of a Plan Year cannot make Participant Deferrals from a bonus under paragraph (a)(iii) that is attributable to the Participants services during the Plan Year in which his participation begins. For example, a Participant hired in September 2010 cannot make Participant Deferrals from the incentive compensation paid to him in February 2011. |
Page 2 of 19
(ii) | Company Deferrals . The Company Deferrals for a Participant, including one who begins participating in the middle of a Plan Year, are calculated by taking into account all Compensation paid to him during the entire Plan Year, including any incentive compensation paid during the Plan Year. |
1.11 | Employee | |
Employee means any common-law employee of Apache or any Affiliated Entity. An Employee ceases to be an Employee on the date he Separates from Service. | ||
1.12 | Enrollment Agreement | |
Enrollment Agreement means an agreement made by an eligible employee whereby he elects the amounts to be withheld from his Compensation pursuant to section 3.01. | ||
1.13 | ERISA | |
ERISA means the Employee Retirement Income Security Act of 1974, as amended. | ||
1.14 | Participant | |
Participant means any eligible employee who has begun to participate in this Plan. | ||
1.15 | Participant Deferrals | |
Participant Deferrals means the amounts of a Participants Compensation that he elects to defer and have allocated to his Account pursuant to section 3.01. | ||
1.16 | Payment Processing Date | |
Payment Processing Date means the date selected by the Committee on which payments from this Plan will be processed. Except in extraordinary circumstances, there will be at least one Payment Processing Date each calendar month. | ||
1.17 | Plan | |
Plan means the plan set forth in this document, as amended. | ||
1.18 | Plan Year | |
Plan Year means the period during which the Plan records are kept. The Plan Year is the calendar year. | ||
1.19 | Retirement Plan | |
Retirement Plan means the Apache Corporation Money Purchase Retirement Plan, as amended. | ||
1.20 | Savings Plan | |
Savings Plan means Apache Corporation 401(k) Savings Plan, as amended. | ||
1.21 | Separation from Service and Separate from Service | |
Separation from Service has the same meaning as the term separation from service in Code §409A(a)(2)(A)(i), determined using the default rules in the regulations and other guidance of general applicability issued pursuant to Code §409A, except that a Separation from Service occurs only if both the Company and the Participant expect the Participants level of services to permanently drop by more than half. A Participant who has a Separation from Service Separates from Service. | ||
1.22 | Spouse | |
Spouse means the individual of the opposite sex to whom a Participant is lawfully married according to the laws of the state of the Participants domicile. |
Page 3 of 19
1.23 | Trust | |
Trust means the trust or trusts, if any, created by the Company to provide funding for the distribution of benefits in accordance with the provisions of the Plan. The assets of any such Trust remain subject to the claims of the Companys general creditors in the event of the Companys insolvency. | ||
1.24 | Trust Agreement | |
Trust Agreement means the written instrument pursuant to which each separate Trust is created. | ||
1.25 | Trustee | |
Trustee means one or more banks, trust companies, or insurance companies designated by the Company to hold and invest the Trust Fund and to pay benefits and expenses as authorized by the Committee in accordance with the terms and provisions of the Trust Agreement. |
2.01 | Eligibility and Participation | |
The Committee shall from time to time in its sole discretion select those Employees who are eligible to participate in the Plan from those Employees who are among a select group of management or highly compensated employees. | ||
2.02 | Enrollment | |
Employees who have been selected by the Committee to participate in the Plan shall complete the enrollment procedure specified by the Committee. The enrollment procedure may include written or electronic form(s) for the employee to designate his beneficiary or beneficiaries, provide instructions regarding the investment of his Account, make Participant Deferrals by entering into one or more Enrollment Agreements with the Company, select one or more payment options for the eventual distribution of his benefits, and provide such other information as the Committee may reasonably require. | ||
2.03 | Failure of Eligibility | |
The Committee has the authority to determine that a Participant is no longer eligible to participate in the Plan. No Company Deferrals will be accrued, nor any Participant Deferrals made after the Participant ceases to be eligible to participate in the Plan. The determination of the Committee with respect to the termination of participation in the Plan will be final and binding on all parties affected thereby. Any benefits accrued under the Plan at the time the Participant becomes ineligible to continue participation will be distributed in accordance with the provisions of Article V. |
3.01 | Participant Deferrals |
(a) | General . A Participant may elect to defer a portion of his Compensation by submitting a completed Enrollment Agreement. Each Enrollment Agreement must specify the amount the Participant elects to defer. Participant Deferrals are deducted through payroll withholding from the Participants cash Compensation payable by the Company. | ||
(b) | Maximum and Minimum Deferrals . A Participant may elect to defer up to 50% of his Compensation (other than a bonus described in section 1.10(a)(iii)) and up to 75% of a bonus described in section 1.10(a)(iii). The minimum deferral that a Participant may elect, for both this Plan and the Savings Plan combined, is 6% of his Compensation. If the Participant does not elect the minimum deferral from a |
Page 4 of 19
bonus described in section 1.10(a)(iii) (in his June election), he cannot make any deferrals from his regular pay during the next regular-pay deferral election (in December). |
(c) | Deadlines for Enrollment Agreements . |
(i) | Enrollment Period . In order to make Participant Deferrals, a Participant must submit an Enrollment Agreement during the enrollment period established by the Committee. The enrollment period must precede the Plan Year in which the services giving rise to the Compensation are performed, except in the following situations. |
(A) | Performance-Based Compensation . If the Compensation is performance-based compensation based on services performed over a period of at least 12 months (within the meaning of Code §409A(a)(4)(B)(iii)), the enrollment period must end at least six months before the end of the performance period. | ||
(B) | New Participant . The enrollment period for a new Participant must end no later than 30 days after he became eligible to participate in the Plan; the new Participants initial Enrollment Agreement may only apply to Compensation for which he has not yet performed any services. |
(ii) | Duration . The Enrollment Agreement shall apply to Compensation, or to a specific form of Compensation, paid during one entire Plan Year unless it is earlier canceled or revised by the Committee pursuant to subsection (f), cancelled because the Participant ceases to be eligible to participate in the Plan, or cancelled pursuant to subsection (e) (relating to hardship withdrawals). |
(d) | Procedures for Making Elections . The Committee has complete discretion to establish procedures for the completion of Enrollment Agreements, including the acceptable forms and formats of the deferral election (for example, written or electronic, as a whole percentage of Compensation or specific dollar amount, and the manner in which the Enrollment Agreement coordinates with the Savings Plan). The Committee has complete discretion to establish the enrollment periods during which Participants may make Enrollment Agreements, within the bounds described in subsections (a) and (c). The Committee may establish different enrollment periods for different types of Compensation or different groups of Participants. The Committee may specify any default choices that will apply unless the Participant affirmatively elects otherwise. For example, the Committee could decide that the failure to complete a new Enrollment Agreement means that (i) the prior Plan Years Enrollment Agreement will be continued for another year, or (ii) no Participant Deferrals will be made, or (iii) the Participant will defer 6% of his Compensation. | ||
(e) | Cancellation or Modification of Enrollment Agreements Following a Hardship Withdrawal . |
(i) | Hardship Withdrawal from this Plan . If a Participant receives a hardship withdrawal from this Plan pursuant to section 5.07, all his outstanding Enrollment Agreements shall be modified to require future Participant Deferrals of 6% of his future Compensation. The Participant may subsequently enter into new Enrollment Agreements at the usual times specified in subsection (c). | ||
(ii) | Hardship Withdrawal from the Savings Plan . If the Participant receives a hardship withdrawal from the Savings Plan, all outstanding Enrollment Agreements that apply or might apply to Compensation paid in the six months after the hardship withdrawal shall be cancelled. The Participant may subsequently enter into new Enrollment Agreements at the usual times under subsection (c), but the new Enrollment Agreements cannot apply to any Compensation paid within the six-month period following the hardship withdrawal from the Savings Plan. |
(f) | Committee-Initiated Changes in Enrollment Agreement . The Committee may adjust any Participants Enrollment Agreement for the remainder of any Plan Year by reducing the amount of the Participants future Participant Deferrals, provided that the Committee believes that such reduction will assist either |
Page 5 of 19
the Retirement Plan or the Savings Plan in satisfying any legal requirement. If the amounts to be withheld from a Participants paycheck (including, without limitation, loan repayments, Participant Deferrals, taxes, contributions to the Savings Plan, and premium payments for various benefits) are greater than the paycheck, (i) the Committee shall establish the order in which the deductions are applied, with the result that Participant Deferrals may be reduced below what the Participant had elected, and (ii) the Committees procedures may also automatically increase a Participants Participant Deferrals in subsequent pay periods to make up for any missed deferrals. |
3.02 | Company Deferrals | |
The Company shall credit to a Participants Account a matching contribution for the Plan Year and a retirement-6 contribution for the Plan Year. Company Deferrals begin to share in the investment earnings (or losses) at the time specified in section 4.01. The Company may credit matching contributions to a Participants Account during the Plan Year on a contingent basis; if the Participant does not satisfy the requirements to receive a matching contribution for the Plan Year, or if the matching contribution credited to the Participants Account for the Plan Year is incorrect, the Participant will forfeit any excess matching contribution (adjusted to reflect investment earnings or losses thereon) credited to his Account. |
(a) | Matching Contribution . |
(i) | Basic Match . The total match for the Plan Year is equal to the Participants total deferrals for the Plan Year, up to a maximum total match for the Plan Year of 6% of the Participants Compensation for the Plan Year, except that the match in this Plan is $0 if the Participant has not made the maximum contributions to the Savings Plan that are excludable from his gross income pursuant to Code §402(g). | ||
(ii) | Definitions . | ||
The total match for a Plan Year is equal to the matching contribution to the Participants Account in this Plan for the Plan Year plus the Company Matching Contribution allocated to the Participants account in the Savings Plan for the Plan Year. | |||
The total deferrals for a Plan Year are equal to the Participant Deferrals for the Plan Year plus the Before-Tax Contributions to the Savings Plan for the Plan Year. | |||
(iii) | Additional Match . If a Participants match in the Savings Plan is reduced to comply with any requirement of federal law (such as the ACP test of Code §401(m) or the limits imposed by Code §415 or §401(a)(17)) after the match for this Plan has been calculated, then the Participants match for this Plan will be increased by the amount of the reduction in the match in the Savings Plan. |
(b) | Retirement-6 . In order to receive an allocation of the retirement-6 contribution, an employee must be eligible to participate in the Plan on the last business day of the Plan Year. The retirement-6 contribution is calculated each Plan Year after the Company Mandatory Contribution is calculated in the Retirement Plan for the Plan Year. The sum of the Participants retirement-6 contribution in this Plan and his Company Mandatory Contribution in the Retirement Plan are equal to 6% of the Participants Compensation for the Plan Year. If a Participants Company Mandatory Contribution in the Retirement Plan is reduced to comply with any requirement of federal law after the retirement-6 contribution for this Plan has been calculated, then the Participants retirement-6 contribution for this Plan will be increased by the amount of the reduction in the Company Mandatory Contribution in the Retirement Plan. | ||
(c) | Additional Contribution . A Company may make an additional Company Deferral to any Participants Account at any time, provided that the Company advises the Committee in writing of the contribution. |
Page 6 of 19
4.01 | Accounts |
(a) | Establishment of Accounts . The Committee shall establish one Account for each Participant, which will be subdivided into various subaccounts. The Accounts and subaccounts are merely for recordkeeping purposes, and do not represent any actual property that has been set aside for Participants. Nothing contained in this Article may be construed to require the Company or the Committee to fund any Participants Account. | ||
(b) | Crediting of Contributions . Participant Deferrals are credited to a Participants Account as of the date that the Participant Deferral would have been paid to the Participant had there been no Enrollment Agreement. Company Deferrals are credited to a Participants Account as of the date that the Company Deferral was earned by the Participant. | ||
(c) | Crediting of Earnings . Each Account is credited with investment earnings or losses calculated in accordance with section 4.02. Participant Deferrals and Company Deferrals start to be credited with investment earnings or losses as soon as administratively convenient after such amounts are credited to Accounts, except that the retirement-6 contribution under section 3.02(b) is not credited with investment earnings or losses until the corresponding Company Mandatory Contribution to the Retirement Plan is actually paid to the Retirement Plan (usually in late February). |
4.02 | Investments |
(a) | Investment Options . All amounts credited to a Participants Account are credited with investment earnings or losses as if the Participants Account was invested in one or more investments. The Committee shall designate the default investment as well as any alternatives, and may change the available alternatives or the default investment from time to time. One or more of the investment alternatives may consist, in whole or in part, of Apache common stock. At such times and under such procedures as the Committee may designate, a Participant may determine the portion of his Account that is to be deemed invested in each alternative. The Participant may make prospective changes for his investment selection as often as the Committee permits and subject to the procedures established by the Committee. A Participant may never make any retroactive changes to his investment selections. | ||
(b) | No Ownership Rights . A Participant has no ownership rights with respect to any investment of his Account. Nothing contained in this Article may be construed to give any Participant any power or control to make investment directions or otherwise influence in any manner the investment and reinvestment of assets contained within any investment alternative, such control being at all times retained in the full discretion of the Committee. As a consequence, for example, if a Participant has elected to invest a portion of his Account in Apache stock, the Participant has no voting rights with respect to that stock. |
5.01 | Vesting and Forfeitures |
(a) | Participant Deferrals . A Participant is fully vested in the portion of his Account that is attributable to his Participant Deferrals. | ||
(b) | Company Deferrals, General Rule . A Participants years of completed service in this Plan are identical to his Period of Service in the Savings Plan. A Participant will vest in the portion of his Plan Account that is attributable to Company Deferrals according to the following schedule, unless subsection (c) provides for faster vesting: |
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Years of Completed Service | Vested Portion | |||
Less than 1
|
0 | % | ||
1
|
20 | % | ||
2
|
40 | % | ||
3
|
60 | % | ||
4
|
80 | % | ||
5 or more
|
100 | % |
(i) | The Participant is fully vested if he attains age 65 while he is an Employee. | ||
(ii) | The Participant is fully vested if he becomes an Employee after attaining age 65. | ||
(iii) | The Participant is fully vested if, while he is an Employee, he incurs a disability that qualifies the Employee for long-term disability payments under Apaches Long-Term Disability Plan. | ||
(iv) | The Participant is fully vested if he dies while he is an Employee. | ||
(v) | All Participants are fully vested if a change of control, as defined in the Income Continuance Plan, occurs. |
(d) | Forfeiture Timing . The portion of a Participants Account that is not vested is forfeited immediately upon his Separation from Service. |
5.02 | Rehires |
(a) | Distributions . If a Participant Separated from Service and subsequently becomes eligible to participate in the Plan again, the benefits from his earlier episode of participation will be paid out as originally scheduled; the new participation will not affect the timing of any benefit payments from his earlier episode of participation. | ||
(b) | Vesting . If a Participant becomes eligible to again make Participant Deferrals more than five years after Separating from Service, (i) the Plan will establish a new Account for the benefits he accrues during his second episode of participation; (ii) his years of completed service for his new Account will include only his service from his second episode; and (iii) his new service will not increase the vesting of any benefits from his first episode of participation. If a Participant becomes eligible to again make Participant Deferrals less than five years after Separating from Service, the Participants years of completed service for his benefits from his second episode of participation will include his service from both episodes of employment. | ||
(c) | Restoration of Forfeiture . If a Participant begins to participate in the Plan again within five years after his Separation from Service, the exact amount of any forfeiture upon his earlier Separation from Service will be restored to his Account, and will be credited to a separate subaccount. The restoration will occur on the 31 st day after the Participant again begins participating in the Plan, but only if the Participant is still eligible to participate in the Plan on that date. The restored subaccount vests based on his service from both episodes of employment (and thus will almost always be partially vested immediately when the Participant again starts to participate). The vested portion of the restored subaccount will be paid to the Participant as the Participant elects in section 5.04(b) for the payment of his new Account attributable to Company Deferrals, unless section 5.05 or 5.06 require faster payment following the Participants death or a Change of Control or the Participant takes a hardship withdrawal under section 5.07. |
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5.03 | Distribution Overview |
(a) | General . In general, a single payment will occur, or a stream of installment payments will commence, on the Payment Processing Date following the earliest of the following dates, or as soon thereafter as is administratively convenient: |
(i) | Six months after the Participant Separates from Service. See section 5.04. | ||
(ii) | For unmatched Participant Deferrals only, at the time(s) selected by the Participant. See sections 5.04(c)(ii) and 5.04(c)(iii). | ||
(iii) | The date the Participant dies. See section 5.05. | ||
(iv) | The date of a Change of Control. See section 5.06. |
(b) | Hardships . A Participant may take a withdrawal under section 5.07 if he has a financial hardship. | ||
(c) | Divorce . Some or all of a Participants benefits in this Plan may be allocated to, and distributed to, his former Spouse, pursuant to section 5.08. |
5.04 | Distributions after Separation from Service and In-Service Withdrawals |
(a) | General . A Participant who Separated from Service before January 1, 2009 will be paid according to the payout provisions in the Plan (and any payout elections that had been made) that were effective when he Separated from Service, except that (i) sections 5.05 or 5.06 will apply to such Participants (and accelerate any remaining payments) if there is a Change of Control or the Participant dies, (ii) section 5.07 will apply if the Participant has a financial hardship, and (iii) section 5.08 will apply if the Participant becomes divorced. This remainder of this section contains the rules for distributions following a Separation from Service that occurs on or after January 1, 2009. | ||
(b) | Distribution of Company Deferrals. |
(i) | Initial Election . Upon becoming a Participant, an Employee shall make a payout election to have his vested Account attributable to Company Deferrals paid out in a single payment or in two to ten annual installments. To be effective, the Participants payout election must be provided to the Plan within 30 days after the date the Participant became a Participant or by such earlier date established by the Committee. The single payment or the first installment payment will be paid on the first Payment Processing Date that occurs six months or more after the Participants Separation from Service. Subsequent installments will be paid each 12 months thereafter. | ||
(ii) | Special 2007 Payout Election . The Committee extended to certain Participants the opportunity a new payout election in 2007 to have his vested Account attributable to Company Deferrals paid out in a single payment or in two to ten annual installments. To be effective, the Participants payout election must have been provided to the Plan by December 31, 2007 or by such earlier deadline established by the Committee, and the Participant must have been an Employee on the last business day of 2007. The single payment or the first installment payment will be paid on the first Payment Processing Date that occurs six months or more after the Participants Separation from Service; subsequent installments will be paid each 12 months thereafter. | ||
(iii) | Minimum Account Balance for Installments . See section 5.04(d) for the situations when a Participant will be paid a lump sum in spite of having elected installments. |
(c) | Distribution of Participant Deferrals. |
(i) | Matched and Unmatched Participant Deferrals . Because different payout alternatives are available for matched and unmatched Participant Deferrals, the Plan will separately account for matched and unmatched Participant Deferrals. Each Plan Years unmatched Participant |
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Deferrals, if any, are equal to the amount by which the sum of the Participant Deferrals to this Plan for the Plan Year and the Before-Tax Contributions to the Savings Plan for the Plan Year are greater than 6% of the Participants Compensation for the Plan Year. The Committee has full discretion in determining an appropriate and administratively feasible method for differentiating between matched and unmatched Participant Deferrals. The Committee may wait until the end of the Plan Year to make this determination, and may attribute the investment earnings or losses on the Participant Deferrals to the matched Participant Deferrals, to the unmatched Participant Deferrals, or partly to each. |
(ii) | Matched Participant Deferrals . A Participants matched Participant Deferrals will be paid out in the same fashion as the balance of his Account attributable to Company Deferrals under subsection (b). | ||
(iii) | Payout Elections for Unmatched Participant Deferrals . A Participant shall make a separate payout election for the next years unmatched Participant Deferrals. Beginning with Enrollment Agreements entered into in 2009, the payout election must be made no later than June 30 (or such earlier date established by the Committee) of the year preceding the year in which the unmatched Participant Deferral occurs. The payout elections for 2007, 2008, and 2009 unmatched Participant Deferrals must be made by the end of the year preceding the year in which the unmatched Participant Deferral occurs or such earlier date established by the Committee. Newly eligible Participants must complete a payout election at the same time as their initial Enrollment Agreement. The Participant may choose from among the following payout alternatives for the subaccount containing that Plan Years unmatched Participant Deferrals. |
(A) | No In-Service Withdrawal . The subaccount will be paid out in a single payment or in two to ten annual installments. The single payment or the first installment payment will be paid on the first Payment Processing Date that occurs six months or more after the Participants Separation from Service; subsequent installments will be paid each 12 months thereafter. Each installment will be equal to the balance in the subaccount measured as short a period of time before the installment is paid as is administratively convenient, divided by the number of remaining annual installments. | ||
(B) | In-Service Withdrawal, Single Payment . The subaccount will be paid in a single payment on the first Payment Processing Date that occurs during the month and year selected by the Participant. The Participant cannot choose to receive the single payment until the second year following the year in which the Participant Deferral occurred. For example, unmatched Participant Deferrals made in 2008 cannot be withdrawn pursuant to this paragraph until January 2010. If the Participant Separates from Service before receiving the single payment, (1) if the single payment is scheduled to be paid during the six months after the Separation from Service, it will be paid as scheduled, and (2) if the single payment is scheduled to be paid more than six months after the Separation from Service, it will instead be paid on the first Payment Processing Date that occurs six months or more after the Separation from Service. | ||
(C) | In-Service Withdrawal, Installments . The subaccount will be paid in a two to ten annual installments, with the first installment paid on the first Payment Processing Date that occurs during the month and year selected by the Participant, and subsequent installments paid each 12 months thereafter. The Participant cannot choose to receive his first installment until the second year following the year in which the Participant Deferral occurred. Each installment will be equal to the balance in the subaccount measured as short a period of time before the installment is paid as is administratively convenient, divided by the number of remaining annual installments. If the Participant Separates from Service before receiving all installments, (1) any installment scheduled to be paid |
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during the six months after the Separation from Service will be paid as scheduled, and (2) the remaining subaccount balance will be paid on the first Payment Processing Date that occurs six months or more after the Separation from Service. |
(d) | Calculating Installment Payments . | ||
If the value of the Participants Account is less than $50,000 six months after the Participants Separation from Service, the Participant will be paid a lump sum of his Account on the first Payment Processing Date that occurs six months or more after his Separation from Service. If the preceding sentence does not apply, each installment, other than installments of unmatched Participant Deferrals under section 5.03(c)(iii) above, will be equal to the vested Account balance (ignoring the subaccount(s) containing unmatched Participant Deferrals) measured as short a period of time before the installment is paid as is administratively convenient, divided by the number of remaining annual installments. | |||
(e) | Additional Rules for Payout Elections . The Committee has complete discretion to establish procedures for the completion of payout elections, including the acceptable forms and formats of the payout election. The Committee has complete discretion to establish deadlines for the completion of payout elections, within the bounds described in this section. The Committee may establish default choices in the absence of an affirmative Participant election. | ||
(f) | Coordination with Other Distribution Sections . |
(i) | Change of Control . Section 5.06 will apply to determine the timing and amount of certain payments made on or after a Change of Control. | ||
(ii) | Death . Section 5.05 will apply to determine the timing and amount of all payments made after the Participant dies. | ||
(iii) | Hardships . A Participant may take a withdrawal under section 5.07 if he has a financial hardship. | ||
(iv) | Divorce . Some or all of a Participants benefits in this Plan may be allocated to, and distributed to, his former Spouse, pursuant to section 5.08. |
5.05 | Payments after a Participant Dies |
(a) | Payout . When a Participant dies, his remaining vested Account balance will be distributed to each of his Beneficiaries on the Payment Processing Date in the fourth month following the Participants death, provided that the Beneficiary has completed the tax-withholding forms and supplied such other information as the Committee may reasonably require. For example, if the Participant dies in November, the Beneficiary will be paid in March. This four-month delay should give the Beneficiary adequate time to decide whether to disclaim all or any part of his interest under subsection (d)). Each Beneficiary will receive a single payment. | ||
(b) | Beneficiary Designation . Each Participant shall designate one or more persons, trusts, or other entities as his Beneficiary to receive any amounts distributable hereunder at the time of the Participants death. In the absence of an effective beneficiary designation as to part or all of a Participants interest in the Plan, such amount will be distributed to the Participants surviving Spouse, if any, otherwise to the personal representative of the Participants estate. | ||
(c) | Special Rules for Spouses . A beneficiary designation may be changed by the Participant at any time and without the consent of any previously designated Beneficiary. However, if the Participant is married, his Spouse will be his Beneficiary unless such Spouse has consented to the designation of a different Beneficiary. To be effective, the Spouses consent must be in writing, witnessed by a notary public, and filed with the Committee. If the Participant has designated his Spouse as a primary or contingent Beneficiary, and the Participant and Spouse later divorce (or their marriage is annulled), |
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then the former Spouse will be treated as having pre-deceased the Participant for purposes of interpreting a beneficiary designation that was completed prior to the divorce or annulment; this provision will apply only if the Committee is informed of the divorce or annulment before payment to the former Spouse is authorized. |
(d) | Disclaiming . Any individual or legal entity who is a beneficiary may disclaim all or any portion of his interest in the Plan, provided that the disclaimer satisfies the requirements of Code §2518(b) and applicable state law. The legal guardian of a minor or legally incompetent person may disclaim for such person. The personal representative (or the individual or legal entity acting in the capacity of the personal representative according to applicable state law) may disclaim on behalf of a beneficiary who has died. The amount disclaimed will be distributed as if the disclaimant had predeceased the individual whose death caused the disclaimant to become a beneficiary. |
5.06 | Change of Control |
(a) | Former Employees . |
(i) | Separated More than Six Months . Each Participant who Separated from Service more than six months before the date of a Change of Control, including those already receiving installment payments, will be paid a single payment of his entire remaining vested Account balance on the date of a Change of Control or as soon thereafter as is administratively practicable. | ||
(ii) | Recent Separations . Each Participant who Separated from Service within six months before the date of the Change of Control will be paid his normally scheduled payments for the first six months after he Separated from Service and the remainder of his vested Account balance will be paid to him six months after his Separation from Service or as soon thereafter as is administratively practicable. |
(b) | Current Employees . |
(i) | Payout upon Separation From Service . Except as provided in paragraph (ii), each Participant who is an Employee on the date of a Change of Control, and who Separates from Service before the first anniversary of the Change of Control, will be paid a single payment of his entire vested Account balance as soon as administratively practicable after the Separation from Service; however, if the Participant is a specified employee, (A) his normally scheduled payments for the first six months after he Separated from Service will be paid as scheduled and (B) the remainder of his vested Account balance will be paid as soon as administratively practicable six months after the Separation from Service. As used in this section, the term specified employee has the same meaning as in Code §409A(a)(2)(B)(i); in determining the identity of specified employees, the default rules contained in Treasury Regulation §1.409A-1(i) will be applied, except that the primary document evidencing the Change of Control (such as a Purchase and Sale Agreement or Merger Agreement or Stock Acquisition Agreement) may contain different rules for determining the identity of specified employees after the Change of Control. Except as provided in paragraph (ii), each Participant who does not Separate from Service within one year of a Change of Control will be paid his benefits pursuant to section 5.04, 5.05, 5.07, or 5.08. | ||
(ii) | Payout upon a Change of Control . This paragraph applies only to benefits accrued after December 31, 2010. A Participant may elect to have all his benefits accrued after December 31, 2010 paid to him in a single payment on the date of the Change of Control or as soon as administratively practicable thereafter; to the extent the Participant does not elect to receive payment upon the Change of Control, his benefits shall be paid pursuant to whichever of sections 5.04, 5.05, 5.06(b)(i), 5.07, or 5.08 applies. The Participants election under this paragraph must be made no later than the later of (A) the deadline for the Participants initial payout election pursuant to section 5.04(b)(i) (that is, within 30 days of becoming eligible to |
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participate in the Plan) or (B) June 30, 2010. The Committee may establish an earlier deadline for the payout election under this paragraph. |
5.07 | Hardship Withdrawals | |
A Participant may withdraw all or part of the vested portion of his Account if he has a financial hardship, subject to the following rules. A Participant may take a hardship withdrawal while he is an Employee and also after he has Separated from Service. Payment shall be made as soon as practicable after the Committee has approved the withdrawal, except that payment for a financial hardship that occurs less than six months after the Participants Separation from Service shall be made as soon as practicable after the Participant has been Separated from Service for six months. |
(a) | Request for Hardship Withdrawal . The Participant must file a request for withdrawal with the Committee, along with such information and documentation as the Committee may request for this purpose. The Committee shall review the information filed as soon as practicable after it is received and shall promptly inform the Participant of the results of the Committees determination. | ||
(b) | Unforeseeable Emergency . A hardship withdrawal may be made only for the purpose of meeting an unforeseeable emergency, which is a severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant, the Participants Spouse, the Participants dependent (within the meaning of Code §152(a) without regard to Code §152(b)(1), §152(b)(2), or §152(d)(1)(B)), or the Participants Beneficiary; (ii) loss of the Participants property due to casualty; (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, such as the imminent foreclosure of or eviction from the Participants primary residence or the payment of medical expenses, or (iv) the funeral expenses of the Participants Spouse, Beneficiary, or dependent (within the meaning of Code §152(a) without regard to Code §152(b)(1), §152(b)(2), or §152(d)(1)(B)). The Committee shall determine whether an unforeseeable emergency exists based on all relevant facts and circumstances, all documentation provided by the Participant, and any guidance provided by the IRS. | ||
(c) | Amount of Withdrawal . The amount withdrawn with respect to an unforeseeable emergency may not exceed the amount necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated to be incurred because of the withdrawal. The withdrawal will be reduced to take into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participants assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). | ||
(d) | Coordination with Savings Plan . If the Participants circumstances are such that he can take a hardship withdrawal from both the Savings Plan and from this Plan, the withdrawal will first be taken from this Plan and, if the Participant exhausts his vested Account in this Plan, the Participant may elect to satisfy any remaining hardship by taking a hardship withdrawal from the Savings Plan. | ||
(e) | Cancellation or Modification of Participant Deferrals . See section 3.01(e) for the cancellation or modification of Enrollment Agreements after a hardship withdrawal from this Plan or the Savings Plan. | ||
(f) | Source of Funds . A Participants hardship withdrawal will be taken first from the subaccounts containing unmatched Participant Deferrals, with the earliest-made unmatched Participant Deferrals withdrawn first. Then, if necessary, amounts will be withdrawn from the subaccount(s) containing matched Participant Deferrals. And finally, if necessary, vested amounts will be withdrawn from the subaccount(s) containing Company Deferrals. |
5.08 | Divorce |
(a) | General . If a Participant has divorced his Spouse, all or a portion of his Account may be allocated to his former Spouse. The Participant may be a former or current employee of the Company. |
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(b) | Contents of Order . The allocation will occur as soon as practicable after the Plan receives a judgment, decree, or order (collectively, an order) that (i) is made pursuant to a state domestic relations law or community property law, (ii) relates to the marital property rights of the former Spouse, (iii) unambiguously specifies the amount or percentage of the Participants Account that is to be allocated to the former Spouse, or unambiguously specifies the manner in which the amount or percentage is to be calculated, (iv) does not allocate any benefits that have already been allocated to a different former Spouse, (v) contains the name and last known mailing address of the Participant and the former Spouse, (vi) the name of the Plan, (vii) does not contain any provision that violates subsections (c), (d), or (e), and (viii) contains the former Spouses Social Security number (or other similar taxpayer identification number) unless such number has been provided by the former Spouse to the Plan in a manner acceptable to the Committee. | ||
(c) | Payout Provisions . The vested portion of the amount allocated to the former Spouse will be paid to the former Spouse in a single payment on the first Payment Processing Date that is administratively practicable after (i) the Plan has determined that the order meets the requirements of subsection (b), (ii) the Plan has communicated its interpretation of the order to the Participant and former Spouse, and given them a reasonable amount of time (such as 30 days) to object to the Plans interpretation, (and if there is a timely objection, the parties must submit a revised order or withdraw their objections), and (iii) the parties agree to the Plans interpretation of the order. | ||
(d) | Not Fully Vested . If the former Spouse is allocated any unvested amounts, the Plan will establish a separate account for the former Spouse and she may direct the Plan as to how those amounts will be deemed to be invested, in the same manner as a Participant directs the Plan in Article IV. Unvested amounts are forfeited at the same time as the Participants unvested amounts are forfeited. If an amount allocated to the former Spouse subsequently become vested, the newly-vested amount will be paid to the former Spouse in a single payment on the first Payment Processing Date that is administratively practicable following the additional vesting. If the former Spouse dies before award is fully vested, she shall forfeit her remaining Account balance, and that exact amount shall be returned to the Participants subaccount containing Company Deferrals. | ||
(e) | Source of Funds . If a Participant is not fully vested in his Account when the allocation to the former Spouse occurs, the amount allocated to the former Spouse will be taken on a pro-rata basis from each of the Participants subaccounts. |
5.09 | Administrative Delays in Payments | |
The Committee may delay any payment from this Plan for as short a period as is administratively necessary. For example, a delay may be imposed upon all payments when there is a change of recordkeeper or trustee, and a delay may be imposed on payments to any recipient until the recipient has provided (a) the information needed to determine the appropriate tax withholding and tax reporting and (b)any other information reasonably requested by the Committee. | ||
5.10 | Noncompliance with Code §409A | |
To the extent that the Company or the Committee takes any action that causes a violation of Code §409A or fails to take any reasonable action required to comply with Code §409A, Apache shall pay an additional amount (the gross-up) to the individual(s) who are subject to the penalty tax under Code §409A(a)(1); the gross-up will be sufficient to put the individual in the same after-tax position he would have been in had there been no violation of Code §409A. The Company shall not pay a gross-up if the cause of the violation of Code §409A is the due to the recipients action or due to the recipients failure to take reasonable actions (such as failing to timely provide the information required for tax withholding or failing to timely provide other information reasonably requested by the Committee with the result that the delay in payment violates Code §409A). Any gross-up will be paid as soon as administratively convenient after the Committee determines the gross-up is owed, and no later than the end of the calendar year immediately following the calendar year in which the additional taxes are remitted. However, if the gross-up is due to a tax audit or |
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litigation addressing the existence or amount of a tax liability, the gross-up will be paid as soon as administratively convenient after the litigation or audit is completed, and no later than the end of the calendar year following the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation. |
5.11 | Cash Payment and Withholding | |
All payments from the Plan will be made in cash. The Plan will withhold any taxes or other amounts that it is required to withhold pursuant to any applicable law. |
6.01 | The Committee Plan Administrator |
(a) | Current . As of January 1, 2009, the Committee is comprised of the members of the Retirement Plan Advisory Committee. | ||
(b) | Before a Change of Control . Before a change of control, as defined in the Income Continuance Plan, the board of directors of Apache shall appoint an administrative Committee consisting of no fewer than three individuals who may be, but need not be, Participants, officers, directors, or employees of the Company. Apaches board of directors may remove Committee members at will. If the absence of any Committee members, Apache shall become the sole Committee member. | ||
(c) | After a Change of Control . This subsection applies on and after the date of a change of control, as defined in the Income Continuance Plan. The only individuals who are able to serve on the Committee after the date of the Change of Control are those who are not then employed by Apache, its successor, or any related legal entities. No Committee members may be added on or after the day of the Change of Control, except that, if the Committee is comprised solely of individuals, (i) the Committee may appoint a legal entity as a Committee member, and (ii) if the number of Committee members drops below three, the remaining member(s) may not resign until having appointed a legal entity or another individual as a Committee member. If all Committee members leave the Committee (if, for example, all Committee members die before the last one appoints a new Committee member or if the sole Committee member is a legal entity that goes out of business), the Committee shall automatically consist of the three Participants with the largest Accounts who are not then employed by Apache, its successor, or any related legal entities. | ||
(d) | Plan Administrator . The Committee is the Plans administrator within the meaning of ERISA §3(16)(A). The sole named fiduciaries of the Plan are the Committee and any Trustees. |
6.02 | Committee Duties | |
The Committee shall administer the Plan and shall have all discretion and powers necessary for that purpose, including, but not by way of limitation, full discretion and power to interpret the Plan, to determine the eligibility, status, and rights of all persons under the Plan and, in general, to decide any dispute and all questions arising in connection with the Plan. The Committee shall direct the Company, the Trustee, or both, as the case may be, concerning distributions in accordance with the provisions of the Plan. The Committee shall maintain all Plan records except records of any Trust. The Committee shall publish, file, or disclose or cause to be published, filed, or disclosed all reports and disclosures required by federal or state laws. The Committee may authorize one or more of its members or agents to sign instructions, notices, and determinations on its behalf. | ||
6.03 | Organization of Committee | |
The Committee shall adopt such rules as it deems desirable for the conduct of its affairs and for the administration of the Plan. It may appoint agents (who need not be members of the Committee) to whom it may delegate such powers as it deems appropriate, except that any dispute shall be determined by the |
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Committee. The Committee may make its determinations with or without meetings. It may authorize one or more of its members or agents to sign instructions, notices, and determinations on its behalf. If a Committee decision or action affects a relatively small percentage of Plan Participants including a Committee member, such Committee member will not participate in the Committee decision or action. The action of a majority of the disinterested Committee members constitutes the action of the Committee. |
6.04 | Indemnification | |
The Committee and all of the agents and representatives of the Committee shall be indemnified and saved harmless by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims judicially determined to be attributable to gross negligence or willful misconduct. | ||
6.05 | Agent for Process | |
Apaches Vice President, General Counsel, and Secretary shall be the agents of the Plan for service of all process on the Plan. | ||
6.06 | Determination of Committee Final | |
The decisions made by the Committee are final and conclusive on all persons. | ||
6.07 | No Bonding | |
Neither the Committee nor any committee member is required to give any bond or other security in any jurisdiction in connection with the administration of the Plan, unless Apache determines otherwise or any applicable federal or state law so requires. |
7.01 | Trust Agreement | |
The Company may, but is not required to, adopt one or more Trust Agreements for the holding, investment, and administration of funds for Plan benefits. The Trustee may maintain and allocate assets to a separate account for each Participant under the Plan. The assets of any Trust remain subject to the claims of the Companys general creditors in the event of the Companys insolvency. | ||
7.02 | Expenses of Trust | |
The parties expect that any Trust created pursuant to section 7.01 will be treated as a grantor trust for federal and state income tax purposes and that, as a consequence, the Company will recognize taxable income from the Trust assets, but the Trust itself will not separately be subject to income tax with respect to its income. However, if the Trust should be separately taxable, the Trustee will pay all such taxes out of the Trust. All expenses of administering any Trust, if not paid by the Company, will be a charge against and will be paid from the assets of the Trust. |
8.01 | Termination of Plan | |
Apache expects to continue the Plan indefinitely, but each Company may terminate its participation in the Plan at any time with Apaches permission, and Apache may terminate the entire Plan at any time. | ||
8.02 | Amendment |
(a) | Before a Change of Control . Before a change of control, as defined in the Income Continuance Plan, Apache may amend the Plan at any time and from time to time, retroactively or otherwise, on behalf of |
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all Companies, but no amendment may reduce any vested benefit that has accrued on the later of (a) the effective date of the amendment, or (b) the date the amendment is adopted. |
(b) | After a Change of Control . The Plan may be amended after a change of control, as defined in the Income Continuance Plan, (i) at any time but only to the extent necessary to alleviate a material adverse tax consequence to one or more Participants, former Spouses, or Beneficiaries, and (ii) at any time after the second anniversary of such change of control, but only with respect to the benefits of Participants who are then employed by Apache, its successor, or any related entity. | ||
(c) | Procedure . Each amendment must be in writing. Each amendment must be approved by the board of directors of Apache or its successor, or by an officer of Apache or its successor who is authorized by its board of directors to amend the Plan. Each amendment must be executed by an officer of Apache or its successor who is authorized to execute the amendment. |
9.01 | Funding of Benefits No Fiduciary Relationship | |
All benefits payable under the Plan will be paid either from the Trust or by the Company out of its general assets. Nothing contained in the Plan may be deemed to create any fiduciary relationship between the Company and the Participants. Notwithstanding anything herein to the contrary, to the extent that any person acquires a right to receive benefits under the Plan, such right will be no greater than the right of any unsecured general creditor of the Company, except to the extent provided in the Trust Agreement, if any. | ||
9.02 | Right to Terminate Employment | |
The Company may terminate the employment of any Participant as freely and with the same effect as if the Plan were not in existence. | ||
9.03 | Inalienability of Benefits | |
Except for disclaimers under section 5.05(d) and payments to a former Spouse pursuant to section 5.08, no Participant or Beneficiary has the right to assign, alienate, pledge, transfer, hypothecate, encumber, or anticipate his interest in any benefits under the Plan, nor are the benefits subject to garnishment by any creditor, nor may the benefits under the Plan be levied upon or attached. The preceding sentence does not apply to the enforcement of a federal tax levy made pursuant to Code §6331, the collection by the United States on a judgment resulting from an unpaid tax assessment, or any debt or obligation that is permitted to be collected from the Plan under federal law (such as the Federal Debt Collection Procedures Act of 1977). | ||
9.04 | Claims Procedure |
(a) | General . Each claim for benefits will be processed in accordance with the procedures established by the Committee. The procedures will comply with the guidelines specified in this section. The Committee may delegate its duties under this section. | ||
(b) | Representatives . A claimant may appoint a representative to act on his behalf. The Plan will only recognize a representative if the Plan has received a written authorization signed by the claimant and on a form prescribed by the Committee, with the following exceptions. The Plan will recognize a claimants legal representative, once the Plan is provided with documentation of such representation. If the claimant is a minor child, the Plan will recognize the claimants parent or guardian as the claimants representative. Once an authorized representative is appointed, the Plan will direct all information and notification regarding the claim to the authorized representative and the claimant will be copied on all notifications regarding decisions, unless the claimant provides specific written direction otherwise. |
Page 17 of 19
(c) | Extension of Deadlines . The claimant may agree to an extension of any deadline that is mentioned in this section that applies to the Plan. The Committee or the relevant decision-maker may agree to an extension of any deadline that is mentioned in this section that applies to the claimant. | ||
(d) | Fees . The Plan may not charge any fees to a claimant for utilizing the claims process described in this section. | ||
(e) | Filing a Claim . A claim is made when the claimant files a claim in accordance with the procedures specified by the Committee. Any communication regarding benefits that is not made in accordance with the Plans procedures will not be treated as a claim. | ||
(f) | Initial Claims Decision . The Plan will decide a claim within a reasonable time up to 90 days after receiving the claim. The Plan will have a 90-day extension, but only if the Plan is unable to decide within 90 days for reasons beyond its control, the Plan notifies the claimant of the special circumstances requiring the need for the extension by the 90th day after receiving the claim, and the Plan notifies the claimant of the date by which the Plan expects to make a decision. | ||
(g) | Notification of Initial Decision . The Plan will provide the claimant with written notification of the Plans full or partial denial of a claim, reduction of a previously approved benefit, or termination of a benefit. The notification will include a statement of the reason(s) for the decision; references to the plan provision(s) on which the decision was based; a description of any additional material or information necessary to perfect the claim and why such information is needed; a description of the procedures and deadlines for appeal; a description of the right to obtain information about the appeal procedures; and a statement of the claimants right to sue. | ||
(h) | Appeal . The claimant may appeal any adverse or partially adverse decision. To appeal, the claimant must follow the procedures specified by the Committee. The appeal must be filed within 60 days of the date the claimant received notice of the initial decision. If the appeal is not timely and properly filed, the initial decision will be the final decision of the Plan. The claimant may submit documents, written comments, and other information in support of the appeal. The claimant will be given reasonable access at no charge to, and copies of, all documents, records, and other relevant information. | ||
(i) | Appellate Decision . The Plan will decide the appeal of a claim within a reasonable time of no more than 60 days from the date the Plan receives the claimants appeal. The 60-day deadline will be extended by an additional 60 days, but only if the Committee determines that special circumstances require an extension, the Plan notifies the claimant of the special circumstances requiring the need for the extension by the 60 th day after receiving the appeal, and the Plan notifies the claimant of the date by which the Plan expects to make a decision. If an appeal is missing any information from the claimant that is needed to decide the appeal, the Plan will notify the claimant of the missing information and grant the claimant a reasonable period to provide the missing information. If the missing information is not timely provided, the Plan will deny the claim. If the missing information is timely provided, the 60-day deadline (or 120-day deadline with the extension) for the Plan to make its decision will be increased by the length of time between the date the Plan requested the missing information and the date the Plan received it. | ||
(j) | Notification of Decision . The Plan will provide the claimant with written notification of the Plans appellate decision (positive or adverse). The notification of any adverse or partially adverse decision must include a statement of the reason(s) for the decision; reference to the plan provision(s) on which the decision was based; a description of the procedures and deadlines for a second appeal, if any; a description of the right to obtain information about the second-appeal procedures; a statement of the claimants right to sue; and a statement that the claimant is entitled to receive, free of charge and upon request, reasonable access to and copies of all documents, records, and other information relevant to the claim. |
Page 18 of 19
(k) | Limitations on Bringing Actions in Court . Once an appellate decision that is adverse or partially adverse to the claimant has been made, the claimant may file suit in court only if he does so by the earlier of the following dates: (i) the one-year anniversary of the date of an appellate decision made on or before a Change of Control or the three-year anniversary of the date of an appellate decision made after a Change of Control, or (ii) the date on which the statute of limitations for such claim expires. |
9.05 | Disposition of Unclaimed Distributions | |
It is the affirmative duty of each Participant to inform the Plan of, and to keep on file with the Plan, his current mailing address and the mailing address of any beneficiaries. If a Participant fails to inform the Plan of these current mailing addresses, neither the Plan nor the Company is responsible for any late payment of benefits or loss of benefits. The Plan, the Committee, and the Company have no duty to search for a missing individual until the date of a Change of Control, at which point the Company has the duty to undertake reasonable measures to search for the proper recipient of any payment under the Plan that is scheduled to be paid on or after the date of the Change of Control. If the missing individual is not found within a year after a payment should have been made to him, all his benefits will be forfeited. If the missing individual later is found, the exact amount forfeited will be restored to his Account as soon as administratively convenient, without any adjustment for forgone investment earnings or losses. | ||
9.06 | Distributions due Infants or Incompetents | |
If any person entitled to a distribution under the Plan is an infant, or if the Committee determines that any such person is incompetent by reason of physical or mental disability, whether or not legally adjudicated an incompetent, the Committee has the power to cause the distributions becoming due to such person to be made to another for his benefit, without responsibility of the Committee to see to the application of such distributions. Distributions made pursuant to such power will operate as a complete discharge of the Company, the Trustee, the Plan, and the Committee. | ||
9.07 | Use and Form of Words | |
When any words are used herein in the masculine gender, they are to be construed as though they were also used in the feminine gender in all cases where they would so apply, and vice versa. Whenever any words are used herein in the singular form, they are to be construed as though they were also used in the plural form in all cases where they would so apply, and vice versa. | ||
9.08 | Headings | |
Headings of Articles and sections are inserted solely for convenience and reference, and constitute no part of the Plan. | ||
9.09 | Governing Law | |
The Plan shall be construed in accordance with ERISA, the Code, and, to the extent applicable, the laws of the State of Texas excluding any conflicts-of-law provisions. |
APACHE CORPORATION
|
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/s/ Margery M. Harris | ||||
Margery M. Harris | ||||
Vice President, Human Resources
February 23, 2010 |
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Page 19 of 19
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(a) | Grant Awards; | ||
(b) | Select the Eligible Persons and the time or times at which Awards shall be granted; | ||
(c) | Determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions, and Performance Goals relating to any Award; | ||
(d) | Determine whether, to what extent, and under what circumstances an Award may be settled, canceled, forfeited, exchanged, or surrendered; | ||
(e) | Construe and interpret the Plan and any Award; | ||
(f) | Prescribe, amend, and rescind rules and procedures relating to the Plan; | ||
(g) | Determine the terms and provisions of agreements; | ||
(h) | Appoint designees or agents (who need not be members of the Committee or employees of the Company) to assist the Committee with the administration of the Plan; and | ||
(i) | Make all other determinations deemed necessary or advisable for the administration of the Plan. |
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(a) | The Participant shall not be entitled to delivery of the Stock certificate until the Restriction Period shall have expired. | ||
(b) | The Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the Stock during the Restriction Period. | ||
(c) | A breach of the terms and conditions established by the Committee with respect to the Restricted Stock shall cause a forfeiture of the Restricted Stock and any dividends withheld thereon. | ||
(d) | Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may specify whether any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under this |
16
Plan. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed. |
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(i) | all elections shall be made on or prior to the Exercise Date; and | ||
(ii) | all elections shall be irrevocable. |
(a) | Without further action by the Committee or the Board, |
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(b) | without further action by the Committee or the Board, |
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APACHE CORPORATION | ||||
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ATTEST:
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Cheri L. Peper
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By: | Margery M. Harris | ||
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Cheri L. Peper | Margery M. Harris | |||
Corporate Secretary | Vice President, Human Resources |
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Company:
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Apache Corporation | |
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Participant:
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Michael S. Bahorich | |
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Notice:
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You have been granted an Award of Restricted Stock Units in accordance with the terms of the Plan and the attached Restricted Stock Unit Award Agreement. | |
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Type of Award:
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Restricted Stock Units | |
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Number of Units:
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20,000 | |
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Restriction:
|
Except as set forth in Section 3 of the attached Restricted Stock Award Agreement, the Shares received in settlement of Restricted Stock Units pursuant to this Award are not eligible for sale by the Participant until such time as the Participant retires from his duties as Executive Vice President. | |
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Vesting:
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4,000 on December 31, 2010 | |
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4,000 on November 18, 2011 | |
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4,000 on November 19, 2012 | |
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4,000 on November 18, 2013 | |
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4,000 on November 18, 2014 | |
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Plan:
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Apache Corporation 2007 Omnibus Equity Compensation Plan | |
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Award Date:
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November 18, 2009 | |
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Acceptance:
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Please execute the attached Restricted Stock Unit Award Agreement. By accepting your Restricted Stock Unit Award, you will have agreed to the terms and conditions set forth in this Agreement and the Plan. If you do not accept your Award by executing this Agreement, you will be unable to receive your shares. |
1
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN A RESTRICTED STOCK UNIT AWARD AGREEMENT DATED AS OF NOVEMBER 18, 2009, BY AND BETWEEN APACHE CORPORATION AND MICHAEL S. BAHORICH, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. |
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Tranche | Number of Units | Vesting Date | ||
I | 4,000 | December 31, 2010 | ||
II | 4,000 | November 18, 2011 | ||
III | 4,000 | November 19, 2012 | ||
IV | 4,000 | November 18, 2013 | ||
V | 4,000 | November 18, 2014 |
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Attest:
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APACHE CORPORATION | |||||
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Corporate Secretary
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Vice President, Human Resources | |||||
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PARTICIPANT: | |||||
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Company:
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Apache Corporation | |
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Recipient Name:
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Notice:
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You have been granted the following award of Restricted Stock Units in accordance with the terms of the Plan and the attached Restricted Stock Unit Award Agreement. | |
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Type of Award:
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Restricted Stock Units | |
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Plan:
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Apache Corporation 2007 Omnibus Equity Compensation Plan. | |
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Grant Date:
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May 6, 2009 | |
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RSUs:
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Restriction Period:
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Subject to the terms of the Plan and this Agreement, the Restriction Period applicable to the Restricted Stock Units shall commence on the Grant Date and shall lapse on the date listed in the Lapse Date column below as to that percentage of Shares underlying the Restricted Stock Units set forth below opposite each such date. |
Percentage of | ||||
Shares as to Which | ||||
Restriction Period | ||||
Lapse Date | Lapses | |||
The first day of the month following the first anniversary of the Grant Date
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25 | % | ||
The second anniversary of the Grant Date
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25 | % | ||
The third anniversary of the Grant Date
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25 | % | ||
The fourth anniversary of the Grant Date
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25 | % |
Acceptance:
|
Please complete the on-line grant acceptance as promptly as possible to accept or reject your Restricted Stock Unit Award. You can access this through your account at www.netbenefits.com . By accepting your Restricted Stock Unit Award, you will have agreed to the terms and conditions set forth in this Agreement and the terms and conditions of the Plan. If you do not accept your grant you will be unable to receive your shares. |
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Company: |
Apache Corporation
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Recipient Name: |
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Notice: |
You have been granted a Stock Option to purchase Shares in
accordance with the terms of the Plan and the Stock Option
Award Agreement attached hereto.
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Type of Award: |
Non-Qualified Stock Option
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Plan: |
Apache Corporation 2007 Omnibus Equity Compensation Plan
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Grant: |
Grant Date: May 6, 2009
Option Price per Share: $ |
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Exercisability: |
Subject to the terms of the Plan and this Agreement, your
Option may be exercised on and after the dates indicated
below as to the percentage of Shares subject to your
Option set forth below opposite each such date, plus any
Shares as to which your Option could have been exercised
previously but was not so exercised.
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Percentage of Shares | Date | |
25% |
The first anniversary of the Grant Date
|
|
25% |
The second anniversary of the Grant Date
|
|
25% |
The third anniversary of the Grant Date
|
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25% |
The fourth anniversary of the Grant Date
|
Notwithstanding the foregoing, in the event of your death
your Option will then immediately become fully
exercisable.
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Expiration Date: |
Your Option will expire ten years from the Grant Date,
subject to earlier termination as set forth in the Plan
and this Agreement.
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||
Acceptance: |
Please complete the on-line grant acceptance as promptly
as possible to accept or reject your Option. You can
access this through your account at www.netbenefits.com.
By accepting your Option, you will have agreed to the
terms and conditions set forth in this Agreement and the
terms and conditions of the Plan. If you do not accept
your grant you will be unable to exercise your Option.
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(1) | Interest expense related to the provisions for uncertainty in income taxes under ASC Topic 740, Income Taxes is not included in the computation of ratios of earnings to fixed charges and combined fixed charges and preferred stock dividends. | |
(2) | Represents the portion of rental expense assumed to be attributable to interest factors of related rental obligations determined at interest rates appropriate for the period during which the rental obligations were incurred. Approximately 32 to 34 percent of rental payments applies for all periods presented. | |
(3) | The Company does not receive a tax benefit for its preferred stock dividends. This amount represents the pre-tax earnings that would be required to cover its preferred stock dividends. |
Exact Name of Subsidiary and Name | Jurisdiction of | |
under which Subsidiary does Business | Incorporation or Organization | |
Airport CNG, LLC
|
Delaware | |
Apache Corporation (New Jersey)
|
New Jersey | |
Apache CR Company (formerly GOM Operating Company)
|
Delaware | |
Apache Crude Oil Marketing, Inc.
|
Delaware | |
Apache Delaware Investment LLC
|
Delaware | |
Apache Delaware V LLC
|
Delaware | |
Apache East Ras Budran Corporation LDC
|
Cayman Islands | |
Apache Energy Limited
|
Western Australia | |
Apache Australia Offshore Holdings Pty Ltd
|
Western Australia | |
Apache PVG Pty Ltd
|
Western Australia | |
Apache Coniston Novara Holdings Pty Ltd
|
Western Australia | |
Apache Coniston Novara Pty Ltd
|
Western Australia | |
Apache DCDP Holdings Pty Ltd
|
Western Australia | |
Apache DCDP Pty Ltd
|
Western Australia | |
Apache East Spar Pty Limited
|
Western Australia | |
Apache Halyard Holdings Pty Ltd
|
Western Australia | |
Apache Halyard Pty Ltd
|
Western Australia | |
Apache Hurricane Holdings Pty Ltd
|
Western Australia | |
Apache Hurricane Pty Ltd
|
Western Australia | |
Apache Julimar Holdings Pty Ltd
|
Western Australia | |
Apache Julimar Pty Ltd
|
Western Australia | |
Apache Kersail Pty Ltd
|
Victoria, Australia | |
Apache Macedon Holdings Pty Ltd
|
Western Australia | |
Apache Macedon Pty Ltd
|
Western Australia | |
Apache Maitland Holdings Pty Ltd
|
Western Australia | |
Apache Maitland Pty Ltd
|
Western Australia | |
Apache Northwest Pty Ltd.
|
Western Australia | |
Apache Oil Australia Pty Limited
|
New South Wales, Australia | |
Apache Permits Pty Ltd
|
Western Australia | |
Apache Reindeer Holdings Pty Ltd
|
Western Australia | |
Apache Reindeer Pty Ltd
|
Western Australia | |
Apache Finance Louisiana Corporation
|
Delaware | |
Apache Foundation
|
Minnesota | |
Apache Gathering Company
|
Delaware | |
Apache GOM Pipeline, Inc.
|
Delaware | |
Apache Holdings, Inc.
|
Delaware | |
Apache International LLC
|
Delaware | |
Apache North America, Inc.
|
Delaware | |
Apache Egypt Midstream Holdings I LDC
|
Cayman Islands | |
Apache Egypt Midstream Holdings II LDC
|
Cayman Islands | |
Apache Egypt Midstream Holdings III LDC
|
Cayman Islands | |
Apache Egypt Midstream Holdings IV LDC
|
Cayman Islands | |
Apache Elver Corporation LDC
|
Cayman Islands | |
Apache Finance Australia Pty Limited
|
Australian Capital Territory | |
Apache Finance Pty Limited
|
Australian Capital Territory | |
Apache Australia Management Pty Limited
|
Victoria, Australia | |
Apache Australia Holdings Pty Limited
|
Western Australia | |
Apache Khalda Corporation LDC
|
Cayman Islands | |
Apache Qarun Corporation LDC
|
Cayman Islands |
Exact Name of Subsidiary and Name | Jurisdiction of | |
under which Subsidiary does Business | Incorporation or Organization | |
Apache Qarun Exploration Company LDC
|
Cayman Islands | |
Apache Louisiana Holdings, LLC
|
Delaware | |
Apache Louisiana Minerals LLC
|
Delaware | |
Apache Marketing, Inc.
|
Delaware | |
Apache Midstream Enterprises, Inc.
|
Delaware | |
Apache Oil Corporation
|
Texas | |
Apache Overseas, Inc.
|
Delaware | |
Apache Abu Gharadig Corporation LDC
|
Cayman Islands | |
Apache Argentina Corporation LDC
|
Cayman Islands | |
Apache Asyout Corporation LDC
|
Cayman Islands | |
Apache China Management LDC
|
Cayman Islands | |
Apache China Holdings LDC
|
Cayman Islands | |
Apache Darag Corporation LDC
|
Cayman Islands | |
Apache East Bahariya Corporation LDC
|
Cayman Islands | |
Apache El Diyur Corporation LDC
|
Cayman Islands | |
Apache Enterprises LDC
|
Cayman Islands | |
Apache Faiyum Corporation LDC
|
Cayman Islands | |
Apache Madera Corporation LDC
|
Cayman Islands | |
Apache Matruh Corporation LDC
|
Cayman Islands | |
Apache Mediterranean Corporation LDC
|
Cayman Islands | |
Apache Luxembourg Holdings I S.a.r.l
|
Luxembourg | |
Apache Luxembourg Holdings II S.a.r.l.
|
Luxembourg | |
Apache Luxembourg Holdings III LDC
|
Cayman Islands | |
Apache North Bahariya Corporation LDC
|
Cayman Islands | |
Apache North El Diyur Corporation LDC
|
Cayman Islands | |
Apache North Sea Holdings LDC
|
Cayman Islands | |
Apache North Sea Management LDC
|
Cayman Islands | |
Apache International Holdings LLC
|
Delaware | |
Apache International Finance S.à r.l.
|
Luxembourg | |
Apache International Holdings II LLC
|
Delaware | |
Apache North Sea Investment
|
England and Wales | |
Apache North Sea Limited
|
England and Wales | |
Apache North Tarek Corporation LDC
|
Cayman Islands | |
Apache Petrolera Argentina S.A.
|
Argentina | |
Apache Shushan Corporation LDC
|
Cayman Islands | |
Apache South Umbarka Corporation LDC
|
Cayman Islands | |
Apache Umbarka Corporation LDC
|
Cayman Islands | |
Apache West Kalabsha Corporation LDC
|
Cayman Islands | |
Apache West Kanayis Corporation LDC
|
Cayman Islands | |
Apache Permian Basin Investment Corporation
|
Delaware | |
Apache Permian Basin Corporation
|
Delaware | |
Apache Permian Exploration and Production LLC
|
Delaware | |
LeaCo New Mexico Exploration and Production LLC
|
Delaware | |
Permian Basin Joint Venture LLC
|
Delaware | |
Apache Ravensworth Corporation LDC
|
Cayman Islands | |
Apache Shady Lane Ranch Inc.
|
Delaware | |
Apache Stoneaxe Corporation LDC
|
Cayman Islands | |
Apache Transfer Company
|
Delaware | |
Apache Transmission Corporation Texas
|
Texas |
Exact Name of Subsidiary and Name | Jurisdiction of | |
under which Subsidiary does Business | Incorporation or Organization | |
Apache UK Limited
|
England and Wales | |
Apache Lowendal Pty Limited
|
Victoria, Australia | |
Apache West Texas Acquisition Corporation
|
Delaware | |
Texas and New Mexico Exploration LLC
|
Delaware | |
Apache West Texas Holdings, Inc.
|
Delaware | |
Apache West Texas Investment LLC
|
Delaware | |
CV Energy Corporation
|
Delaware | |
Clear Creek Hunting Preserve, Inc.
|
Wyoming | |
Cottonwood Aviation, Inc.
|
Delaware | |
DEK Energy Company
|
Delaware | |
Apache Finance Canada Corporation
|
Nova Scotia, Canada | |
Apache Finance Canada III ULC
|
Alberta, Canada | |
Apache Finance Canada IV ULC
|
Alberta, Canada | |
Apache Canada Management Ltd
|
Alberta, Canada | |
Apache Canada Holdings Ltd
|
Alberta, Canada | |
Apache Canada Management II Ltd
|
Alberta, Canada | |
Apache Finance Canada II Corporation
|
Nova Scotia, Canada | |
Apache Canada Ltd.
|
Alberta, Canada | |
Apache Canada Argentina Holdings ULC
|
Alberta, Canada | |
Apache Canada KM ULC
|
Alberta, Canada | |
Apache Austria Investment LDC
|
Cayman Islands | |
Apache Canada Argentina Investment ULC
|
Alberta, Canada | |
Apache Natural Resources Petrolera
Argentina S.R.L.
|
Argentina | |
Petrolera TDF Company S.R.L.
|
Argentina | |
Petrolera LF Company S.R.L.
|
Argentina | |
Apache Energía Argentina S.R.L.
|
Argentina | |
Apache Canada Chile Holdings ULC
|
Alberta, Canada | |
Apache Chile Energìa SPA
|
Chile | |
Apache Canada Chile Investment ULC
|
Alberta, Canada | |
Apache Canada Properties Ltd.
|
Alberta, Canada | |
Apache Canada Zama Pipeline Ltd.
|
Federal Canada | |
Apache Colombia Corporation LDC
|
Cayman Islands | |
Apache FC Capital Canada Inc.
|
Alberta, Canada | |
Apache FC Canada Enterprises Inc.
|
Alberta, Canada | |
Apache Lenga Holdings LDC
|
Cayman Islands | |
Apache Lenga Investment LLC
|
Delaware | |
Apache Rusfin Investment LLC
|
Delaware | |
GOM Shelf, LLC
|
Delaware | |
Phoenix Exploration Resources, Ltd.
|
Delaware | |
TEI Arctic Petroleum (1984) Ltd.
|
Alberta, Canada | |
Texas International Company
|
Delaware | |
Wheelco Energy LLC
|
Delaware |
(1) | Registration Statements (Form S-3 Nos. 333-57785, 333-75633, 333-32580, 333-105536 and 333-155884) of Apache Corporation and in the related Prospectuses, | ||
(2) | Registration Statement (Form S-4 No. 333-107934) of Apache Corporation and in the related Prospectus, and | ||
(3) | Registration Statements (Form S-8 Nos. 33-31407, 33-37402, 33-53442, 33-59721, 33-59723, 33-63817, 333-04059, 333-25201, 333-26255, 333-32557, 333-36131, 333-53961, 333-31092, 333-48758, 333-97403, 333-102330, 333-103758, 333-105871, 333-106213, 333-125232, 333-125233, 333-135044 and 333-143115) of Apache Corporation; |
TBPE REGISTERED ENGINEERING FIRM F-1580
1100 LOUISIANA SUITE 3800 |
HOUSTON, TEXAS 77002-5218 |
FAX (713) 651-0849
TELEPHONE (713) 651-9191 |
/s/ Ryder Scott Company, L.P. | ||||
Ryder Scott Company, L.P.
TBPE Firm Registration No. F-1580 |
||||
1. | I have reviewed this annual report on Form 10-K of Apache Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ G. Steven Farris | ||||
G. Steven Farris | ||||
Chairman and Chief Executive Officer | ||||
1. | I have reviewed this annual report on Form 10-K of Apache Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Roger B. Plank | ||||
Roger B. Plank | ||||
President (principal financial officer) | ||||
/s/ G. Steven Farris | ||||
By: G. Steven Farris | ||||
Title: | Chairman and Chief Executive Officer (principal executive officer) | |||
/s/ Roger B. Plank | ||||
By: Roger B. Plank | ||||
Title: | President (principal financial officer) | |||
/s/ Jennifer A. Fitzgerald
TBPE License No. 100572 |
/s/ Michael F. Stell
TBPE License No. 56416 |
|||||
Senior Petroleum Engineer
|
Managing Senior Vice President |
[Seal] | [Seal] |
TBPE REGISTERED ENGINEERING FIRM F-1580 | FAX (713) 651-0849 | |
1100 LOUISIANA SUITE 3800 HOUSTON, TEXAS 77002-5218 | TELEPHONE (713) 651-9191 |
1200, 530 8TH AVENUE, S.W. | CALGARY, ALBERTA T2P 3S8 | TEL (403) 262-2799 | FAX (403) 262-2790 | |||
621 17TH STREET, SUITE 1550 | DENVER, COLORADO 80293-1501 | TEL (303) 623-9147 | FAX (303) 623-4258 |
Reviewed by Ryder Scott | Not Reviewed | Total | ||||||||||||||||||||||||||
Hydrocarbon | Sales | Hydrocarbon | Sales | Hydrocarbon | Sales | |||||||||||||||||||||||
Coverage | Liquids | Gas | Liquids | Gas | Liquids | Gas | ||||||||||||||||||||||
% | MBarrels | MMCF | MBarrels | MMCF | MBarrels | MMCF | ||||||||||||||||||||||
Proved Reserves
|
79.0 | 768,863 | 5,238,173 | 301,701 | 2,570,197 | 1,070,564 | 7,808,370 | |||||||||||||||||||||
Reserve Adjustments*
|
(3,316 | ) | (12,340 | ) | (0 | ) | (0 | ) | (3,316 | ) | (12,340 | ) | ||||||||||||||||
Total Proved Reserves
|
765,547 | 5,225,833 | 301,701 | 2,570,197 | 1,067,248 | 7,796,030 |
Reviewed by Ryder Scott | Not Reviewed | Total | ||||||||||||||||||||||||||
Hydrocarbon | Sales | Hydrocarbon | Sales | Hydrocarbon | Sales | |||||||||||||||||||||||
Coverage | Liquids | Gas | Liquids | Gas | Liquids | Gas | ||||||||||||||||||||||
% | MBarrels | MMCF | MBarrels | MMCF | MBarrels | MMCF | ||||||||||||||||||||||
USA without adjustments
|
72.3 | 373,900 | 1,444,060 | 153,052 | 1,006,201 | 526,952 | 2,450,261 | |||||||||||||||||||||
Reserve adjustments*
|
(3,316 | ) | (12,340 | ) | (0 | ) | (0 | ) | (3,316 | ) | (12,340 | ) | ||||||||||||||||
USA total with adjustments
|
370,584 | 1,431,720 | 153,052 | 1,006,201 | 523,636 | 2,437,921 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Canada
|
80.1 | 79,710 | 1,056,734 | 67,065 | 1,248,614 | 146,775 | 2,305,348 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
Australia
|
99.8 | 74,440 | 1,306,659 | 4,001 | 54,782 | 78,441 | 1,361,441 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
Egypt
|
82.3 | 82,175 | 1,101,583 | 33,418 | 57,558 | 115,593 | 1,159,141 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
Argentina
|
92.1 | 20,032 | 329,137 | 11,057 | 198,191 | 31,089 | 527,328 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
United Kingdom
|
74.4 | 138,606 | 0 | 33,108 | 4,851 | 171,714 | 4,851 |
* | Ryder Scott reviewed layers: Aquila, Crescendo VPP, Gas Balancing, Willow VPP, Springer Vpp, ASWEAP, XOM VPP, XOM Price Sharing |
Very truly yours,
RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 |
||||
/s/ Jennifer A. Fitzgerald | ||||
Jennifer A. Fitzgerald, P.E.
TBPE License No. 100572 Senior Petroluem Engineer |
||||
/s/ Michael F. Stell | ||||
Michael F. Stell, P.E.
TBPE License No. 56416 Managing Senior Vice President |
||||
(1) | completion intervals which are open at the time of the estimate but which have not yet started producing; | ||
(2) | wells which were shut-in for market conditions or pipeline connections; or | ||
(3) | wells not capable of production for mechanical reasons. |