[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
41-0747868
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Name of each exchange
on which registered
|
Common Stock, $0.625 par value
|
|
New York Stock Exchange, Chicago Stock Exchange
and NASDAQ Global Select Market
|
Apache Finance Canada Corporation
7.75% Notes Due 2029
Irrevocably and Unconditionally
Guaranteed by Apache Corporation
|
|
New York Stock Exchange
|
Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2016
|
$
|
21,118,858,691
|
|
Number of shares of registrant’s common stock outstanding as of January 31, 2017
|
379,687,129
|
|
Item
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
||
|
|
|
|
|
|
|
|
|
•
|
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, regulatory, or policy changes;
|
•
|
terrorism or cyber attacks;
|
•
|
occurrence of property acquisitions or divestitures;
|
•
|
the integration of acquisitions;
|
•
|
the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks; and
|
•
|
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—Management’s 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.
|
ITEMS 1 and 2.
|
BUSINESS AND PROPERTIES
|
•
|
rigorous portfolio management
|
•
|
conservative capital structure
|
•
|
optimization of returns
|
|
|
Production
|
|
Percentage
of Total
Production
|
|
Production
Revenue
|
|
Year-End
Estimated
Proved
Reserves
|
|
Percentage
of Total
Estimated
Proved
Reserves
|
|
Gross
Wells
Drilled
|
|
Gross
Productive
Wells
Drilled
|
||||||||
|
|
(In MMboe)
|
|
|
|
(In millions)
|
|
(In MMboe)
|
|
|
|
|
|
|
||||||||
United States
|
|
82.0
|
|
|
43
|
%
|
|
$
|
1,997
|
|
|
733
|
|
|
56
|
%
|
|
168
|
|
|
161
|
|
Canada
|
|
21.7
|
|
|
11
|
|
|
343
|
|
|
175
|
|
|
13
|
|
|
17
|
|
|
15
|
|
|
Total North America
|
|
103.7
|
|
|
54
|
|
|
2,340
|
|
|
908
|
|
|
69
|
|
|
185
|
|
|
176
|
|
|
Egypt
(1)
|
|
62.3
|
|
|
33
|
|
|
2,057
|
|
|
280
|
|
|
21
|
|
|
61
|
|
|
54
|
|
|
North Sea
(2)
|
|
25.0
|
|
|
13
|
|
|
970
|
|
|
123
|
|
|
10
|
|
|
14
|
|
|
10
|
|
|
Total International
|
|
87.3
|
|
|
46
|
|
|
3,027
|
|
|
403
|
|
|
31
|
|
|
75
|
|
|
64
|
|
|
Total
|
|
191.0
|
|
|
100
|
%
|
|
$
|
5,367
|
|
|
1,311
|
|
|
100
|
%
|
|
260
|
|
|
240
|
|
(1)
|
Apache's operations in Egypt, excluding a one-third noncontrolling interest, contributed
24 percent
of
2016
production and accounted for
15 percent
of year-end estimated proved reserves and
28 percent
of estimated discounted future net cash flows.
|
(2)
|
Average sales volumes from the North Sea for 2016 were
24.5
MMboe. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.
|
•
|
The Permian region located in West Texas and New Mexico includes the Permian sub-basins, the Midland Basin, Central Basin Platform/Northwest Shelf, and Delaware Basin. Examples of shale plays within this region include the Woodford, Barnett, Pennsylvanian, Cline, Wolfcamp, Bone Spring, and Spraberry.
|
•
|
The Midcontinent/Gulf Coast region (formerly Gulf Coast and Central regions) includes the Granite Wash, Tonkawa, Canyon Lime, Marmaton, and Cleveland formations of the West Anadarko Basin, the Woodford-SCOOP and Stack plays located in Central Oklahoma, and the Eagle Ford shale in South East Texas.
|
•
|
The Canada region has exploration and production operations in the provinces of British Columbia, Alberta, and Saskatchewan. Current drilling activities are primarily focused in the Duvernay and Montney shale plays.
|
•
|
Over 3.1 million gross acres with exposure to numerous plays focused primarily in the Midland Basin, the Central Basin Platform/Northwest Shelf, and the Delaware Basin.
|
•
|
Estimated proved reserves of 611 MMboe at year-end 2016, representing 47 percent of the Company’s worldwide reserves.
|
•
|
Annual production decline of only
4 percent
, despite operating an average rig count of 5, down from 12 rigs in 2015 and 40 rigs in 2014. The reduced rig count reflected the Company’s decisive action to curtail capital spending in response to continued weakness in commodity prices until commodity prices and costs come into better equilibrium.
|
•
|
In 2016, the Permian region drilled or participated in 132 wells, 96 of which were horizontal, with a 96 percent success rate.
|
•
|
The Egypt region includes onshore conventional assets in Egypt’s Western Desert.
|
•
|
The North Sea region includes offshore assets based in the United Kingdom.
|
|
|
Net Exploratory
|
|
Net Development
|
|
Total Net Wells
|
|||||||||||||||||||||
|
|
Productive
|
|
Dry
|
|
Total
|
|
Productive
|
|
Dry
|
|
Total
|
|
Productive
|
|
Dry
|
|
Total
|
|||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
18.9
|
|
|
5.0
|
|
|
23.9
|
|
|
79.5
|
|
|
1.9
|
|
|
81.4
|
|
|
98.4
|
|
|
6.9
|
|
|
105.3
|
|
Canada
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
|
10.2
|
|
|
—
|
|
|
10.2
|
|
|
10.2
|
|
|
2.0
|
|
|
12.2
|
|
Egypt
|
|
7.3
|
|
|
5.1
|
|
|
12.4
|
|
|
40.5
|
|
|
1.0
|
|
|
41.5
|
|
|
47.8
|
|
|
6.1
|
|
|
53.9
|
|
North Sea
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
|
8.2
|
|
|
1.6
|
|
|
9.8
|
|
|
8.2
|
|
|
2.5
|
|
|
10.7
|
|
Total
|
|
26.2
|
|
|
13.0
|
|
|
39.2
|
|
|
138.4
|
|
|
4.5
|
|
|
142.9
|
|
|
164.6
|
|
|
17.5
|
|
|
182.1
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
14.7
|
|
|
8.0
|
|
|
22.7
|
|
|
289.0
|
|
|
5.3
|
|
|
294.3
|
|
|
303.7
|
|
|
13.3
|
|
|
317.0
|
|
Canada
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|
16.7
|
|
|
—
|
|
|
16.7
|
|
|
20.7
|
|
|
—
|
|
|
20.7
|
|
Egypt
|
|
13.4
|
|
|
8.6
|
|
|
22.0
|
|
|
82.3
|
|
|
3.0
|
|
|
85.3
|
|
|
95.7
|
|
|
11.6
|
|
|
107.3
|
|
North Sea
|
|
1.6
|
|
|
0.7
|
|
|
2.3
|
|
|
15.9
|
|
|
3.5
|
|
|
19.4
|
|
|
17.5
|
|
|
4.2
|
|
|
21.7
|
|
Other International
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
Total
|
|
33.7
|
|
|
17.8
|
|
|
51.5
|
|
|
403.9
|
|
|
11.8
|
|
|
415.7
|
|
|
437.6
|
|
|
29.6
|
|
|
467.2
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
18.5
|
|
|
6.4
|
|
|
24.9
|
|
|
781.5
|
|
|
10.1
|
|
|
791.6
|
|
|
800.0
|
|
|
16.5
|
|
|
816.5
|
|
Canada
|
|
1.0
|
|
|
1.0
|
|
|
2.0
|
|
|
83.9
|
|
|
2.0
|
|
|
85.9
|
|
|
84.9
|
|
|
3.0
|
|
|
87.9
|
|
Egypt
|
|
18.6
|
|
|
22.8
|
|
|
41.4
|
|
|
143.3
|
|
|
9.9
|
|
|
153.2
|
|
|
161.9
|
|
|
32.7
|
|
|
194.6
|
|
Australia
|
|
1.6
|
|
|
1.7
|
|
|
3.3
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|
4.5
|
|
|
1.7
|
|
|
6.2
|
|
North Sea
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
1.1
|
|
|
18.7
|
|
|
17.6
|
|
|
1.1
|
|
|
18.7
|
|
Argentina
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
Total
|
|
39.7
|
|
|
31.9
|
|
|
71.6
|
|
|
1,030.2
|
|
|
23.1
|
|
|
1,053.3
|
|
|
1,069.9
|
|
|
55.0
|
|
|
1,124.9
|
|
|
|
Oil
|
|
Gas
|
|
Total
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
United States
|
|
13,716
|
|
|
8,936
|
|
|
3,192
|
|
|
1,581
|
|
|
16,908
|
|
|
10,517
|
|
Canada
|
|
1,786
|
|
|
795
|
|
|
2,313
|
|
|
1,873
|
|
|
4,099
|
|
|
2,668
|
|
Egypt
|
|
1,135
|
|
|
1,072
|
|
|
120
|
|
|
116
|
|
|
1,255
|
|
|
1,188
|
|
North Sea
|
|
158
|
|
|
119
|
|
|
25
|
|
|
16
|
|
|
183
|
|
|
135
|
|
Total
|
|
16,795
|
|
|
10,922
|
|
|
5,650
|
|
|
3,586
|
|
|
22,445
|
|
|
14,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Domestic
|
|
13,716
|
|
|
8,936
|
|
|
3,192
|
|
|
1,581
|
|
|
16,908
|
|
|
10,517
|
|
Foreign
|
|
3,079
|
|
|
1,986
|
|
|
2,458
|
|
|
2,005
|
|
|
5,537
|
|
|
3,991
|
|
Total
|
|
16,795
|
|
|
10,922
|
|
|
5,650
|
|
|
3,586
|
|
|
22,445
|
|
|
14,508
|
|
|
|
Production
|
|
Average Lease
Operating
Cost per Boe
|
|
Average Sales Price
|
|||||||||||||||||||
|
|
Oil
|
|
NGL
|
|
Gas
|
|
Oil
|
|
NGL
|
|
Gas
|
|||||||||||||
Year Ended December 31,
|
|
(MMbbls)
|
|
(MMbbls)
|
|
(Bcf)
|
|
(Per bbl)
|
|
(Per bbl)
|
|
(Per Mcf)
|
|||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
United States
|
|
38.0
|
|
|
19.8
|
|
|
145.0
|
|
|
$
|
7.72
|
|
|
$
|
39.43
|
|
|
$
|
9.28
|
|
|
$
|
2.17
|
|
Canada
|
|
4.8
|
|
|
2.1
|
|
|
88.8
|
|
|
11.52
|
|
|
37.62
|
|
|
8.15
|
|
|
1.64
|
|
||||
Egypt
(1)
|
|
37.9
|
|
|
0.4
|
|
|
143.4
|
|
|
7.86
|
|
|
43.66
|
|
|
28.68
|
|
|
2.71
|
|
||||
North Sea
(2)
|
|
20.0
|
|
|
0.6
|
|
|
26.3
|
|
|
13.14
|
|
|
42.93
|
|
|
24.20
|
|
|
4.51
|
|
||||
Total
|
|
100.7
|
|
|
22.9
|
|
|
403.5
|
|
|
8.90
|
|
|
41.63
|
|
|
9.92
|
|
|
2.40
|
|
||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
United States
|
|
45.1
|
|
|
19.7
|
|
|
160.6
|
|
|
$
|
8.81
|
|
|
$
|
45.71
|
|
|
$
|
9.72
|
|
|
$
|
2.38
|
|
Canada
|
|
5.8
|
|
|
2.2
|
|
|
100.3
|
|
|
13.46
|
|
|
42.33
|
|
|
5.52
|
|
|
2.41
|
|
||||
Egypt
(1)
|
|
33.1
|
|
|
0.4
|
|
|
134.8
|
|
|
10.11
|
|
|
50.97
|
|
|
30.97
|
|
|
2.91
|
|
||||
North Sea
|
|
21.7
|
|
|
0.4
|
|
|
23.7
|
|
|
13.74
|
|
|
51.26
|
|
|
26.53
|
|
|
6.73
|
|
||||
Total
|
|
105.7
|
|
|
22.7
|
|
|
419.4
|
|
|
10.40
|
|
|
48.31
|
|
|
9.98
|
|
|
2.80
|
|
||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
United States
|
|
48.7
|
|
|
21.5
|
|
|
215.8
|
|
|
$
|
9.55
|
|
|
$
|
87.33
|
|
|
$
|
25.57
|
|
|
$
|
4.33
|
|
Canada
|
|
6.4
|
|
|
2.3
|
|
|
117.8
|
|
|
17.90
|
|
|
83.57
|
|
|
33.61
|
|
|
4.07
|
|
||||
Egypt
(1)
|
|
33.0
|
|
|
0.2
|
|
|
146.5
|
|
|
9.37
|
|
|
97.06
|
|
|
51.60
|
|
|
2.96
|
|
||||
North Sea
|
|
22.2
|
|
|
0.5
|
|
|
20.5
|
|
|
17.30
|
|
|
95.53
|
|
|
59.42
|
|
|
8.29
|
|
||||
Total
|
|
110.3
|
|
|
24.5
|
|
|
500.6
|
|
|
11.51
|
|
|
91.66
|
|
|
27.28
|
|
|
4.03
|
|
(1)
|
Includes production volumes attributable to a one-third noncontrolling interest in Egypt.
|
(2)
|
Average sales volumes from the North Sea for 2016 were
24.5
MMboe. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.
|
|
|
Undeveloped Acreage
|
|
Developed Acreage
|
||||||||
|
|
Gross Acres
|
|
Net Acres
|
|
Gross Acres
|
|
Net Acres
|
||||
|
|
(in thousands)
|
||||||||||
United States
|
|
5,739
|
|
|
2,697
|
|
|
2,057
|
|
|
1,134
|
|
Canada
|
|
948
|
|
|
740
|
|
|
2,554
|
|
|
1,857
|
|
Egypt
|
|
3,007
|
|
|
2,616
|
|
|
1,758
|
|
|
1,657
|
|
North Sea
|
|
230
|
|
|
139
|
|
|
150
|
|
|
115
|
|
Total
|
|
9,924
|
|
|
6,192
|
|
|
6,519
|
|
|
4,763
|
|
|
|
Oil
|
|
NGL
|
|
Gas
|
|
Total
|
||||
|
|
(MMbbls)
|
|
(MMbbls)
|
|
(Bcf)
|
|
(MMboe)
|
||||
Proved Developed:
|
|
|
|
|
|
|
|
|
||||
United States
|
|
301
|
|
|
155
|
|
|
1,200
|
|
|
656
|
|
Canada
|
|
51
|
|
|
14
|
|
|
554
|
|
|
157
|
|
Egypt
(1)
|
|
139
|
|
|
1
|
|
|
676
|
|
|
253
|
|
North Sea
|
|
91
|
|
|
2
|
|
|
87
|
|
|
108
|
|
Total Proved Developed
|
|
582
|
|
|
172
|
|
|
2,517
|
|
|
1,174
|
|
Proved Undeveloped:
|
|
|
|
|
|
|
|
|
||||
United States
|
|
21
|
|
|
17
|
|
|
231
|
|
|
77
|
|
Canada
|
|
8
|
|
|
2
|
|
|
45
|
|
|
18
|
|
Egypt
(1)
|
|
20
|
|
|
—
|
|
|
42
|
|
|
27
|
|
North Sea
|
|
11
|
|
|
1
|
|
|
24
|
|
|
15
|
|
Total Proved Undeveloped
|
|
60
|
|
|
20
|
|
|
342
|
|
|
137
|
|
TOTAL PROVED
|
|
642
|
|
|
192
|
|
|
2,859
|
|
|
1,311
|
|
(1)
|
Includes total proved reserves of 93 MMboe attributable to a one-third noncontrolling interest in Egypt
|
ITEM 1A.
|
RISK FACTORS
|
•
|
worldwide and domestic supplies of crude oil and natural gas;
|
•
|
actions taken by foreign oil and gas producing nations, including the Organization of the Petroleum Exporting Countries (OPEC);
|
•
|
political conditions and events (including instability, changes in governments, 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;
|
•
|
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;
|
•
|
reducing the carrying value of our crude oil and natural gas properties, resulting in additional non-cash impairments;
|
•
|
reducing the carrying value of our gathering, transmission, and processing facilities, resulting in additional impairments; or
|
•
|
reducing the carrying value of goodwill.
|
•
|
well blowouts, explosions, and cratering;
|
•
|
pipeline or other facility ruptures and spills;
|
•
|
fires;
|
•
|
formations with abnormal pressures;
|
•
|
equipment malfunctions;
|
•
|
hurricanes, storms, and/or cyclones, which could affect our operations in areas such as on and offshore the Gulf Coast and North Sea and other natural disasters and weather conditions; and
|
•
|
surface spillage and surface or ground water contamination from petroleum constituents, saltwater, or hydraulic fracturing chemical additives.
|
•
|
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
|
•
|
an unexpected event materially impacts oil and natural gas prices.
|
•
|
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
|
•
|
increases in the cost of, or shortages or delays in the availability of, drilling rigs and equipment.
|
•
|
historical production from the area compared with production from other areas;
|
•
|
the effects of regulations by governmental agencies, including changes to severance and excise taxes;
|
•
|
future operating costs and capital expenditures; and
|
•
|
workover and remediation costs.
|
•
|
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
|
•
|
difficulties in enforcing our rights against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international operations.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
|
Price Range
|
|
Dividends Per Share
|
|
Price Range
|
|
Dividends Per Share
|
||||||||||||||||||||||||
|
|
High
|
|
Low
|
|
Declared
|
|
Paid
|
|
High
|
|
Low
|
|
Declared
|
|
Paid
|
||||||||||||||||
First Quarter
|
|
$
|
51.02
|
|
|
$
|
34.38
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
68.37
|
|
|
$
|
58.46
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
Second Quarter
|
|
58.29
|
|
|
46.82
|
|
|
0.25
|
|
|
0.25
|
|
|
71.40
|
|
|
56.54
|
|
|
0.25
|
|
|
0.25
|
|
||||||||
Third Quarter
|
|
63.87
|
|
|
48.78
|
|
|
0.25
|
|
|
0.25
|
|
|
56.78
|
|
|
36.20
|
|
|
0.25
|
|
|
0.25
|
|
||||||||
Fourth Quarter
|
|
67.35
|
|
|
55.52
|
|
|
0.25
|
|
|
0.25
|
|
|
53.94
|
|
|
39.72
|
|
|
0.25
|
|
|
0.25
|
|
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
Apache Corporation
|
|
$
|
100.00
|
|
|
$
|
87.29
|
|
|
$
|
96.48
|
|
|
$
|
71.15
|
|
|
$
|
51.42
|
|
|
$
|
74.88
|
|
S & P’s Composite 500 Stock Index
|
|
100.00
|
|
|
116.00
|
|
|
153.57
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
||||||
DJ US Expl & Prod Index
|
|
100.00
|
|
|
105.82
|
|
|
139.52
|
|
|
124.48
|
|
|
94.94
|
|
|
118.19
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
As of or for the Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and gas production revenues
|
|
$
|
5,367
|
|
|
$
|
6,510
|
|
|
$
|
12,795
|
|
|
$
|
14,825
|
|
|
$
|
14,965
|
|
Net income (loss) from continuing operations attributable to common shareholders
|
|
(1,372
|
)
|
|
(10,844
|
)
|
|
(6,653
|
)
|
|
(94
|
)
|
|
484
|
|
|||||
Net income (loss) from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
(3.62
|
)
|
|
(28.70
|
)
|
|
(17.32
|
)
|
|
(0.24
|
)
|
|
1.00
|
|
|||||
Diluted
|
|
(3.62
|
)
|
|
(28.70
|
)
|
|
(17.32
|
)
|
|
(0.24
|
)
|
|
1.00
|
|
|||||
Cash dividends declared per common share
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|
0.80
|
|
|
0.68
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
22,519
|
|
|
$
|
25,500
|
|
|
$
|
44,264
|
|
|
$
|
54,828
|
|
|
$
|
56,775
|
|
Long-term debt
|
|
8,544
|
|
|
8,716
|
|
|
11,178
|
|
|
9,600
|
|
|
11,270
|
|
|||||
Total equity
|
|
7,679
|
|
|
9,490
|
|
|
20,541
|
|
|
30,756
|
|
|
28,538
|
|
|||||
Common shares outstanding
|
|
379
|
|
|
378
|
|
|
377
|
|
|
396
|
|
|
392
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
North America onshore liquids averaged 171,691 barrels per day, with crude oil representing 65 percent of this liquids production. North America onshore liquids production represented 51 percent of worldwide liquids production and 33 percent of overall production, contributing $1.8 billion of liquids revenues in 2016. Onshore equivalent production was down 11 percent relative to 2015 as a result of a significant reduction in exploration and development capital spending during 2015 and 2016.
|
•
|
The Permian region averaged 5 operated rigs during the year, drilling 132 gross wells, 93 net wells. Over half of the region’s production is crude oil and 23 percent is NGLs. Combined, this represents more than a third of Apache’s total liquids production for 2016. The region averaged 161 Mboe/d during 2016 and contributed $1.5 billion of revenues during 2016.
|
•
|
The Midcontinent/Gulf Coast region drilled or participated in drilling 35 gross wells, with a 94 percent success rate. The region focused its drilling activities in the Woodford-SCOOP and Canyon Lime formations during 2016. The region averaged 55 Mboe/d during 2016, contributing $378 million of revenues for the year.
|
•
|
The Canada region drilled or participated in drilling 17 gross wells, with an 88 percent success rate. Drilling operations were primarily focused on the region’s Wapiti Montney, Ante Creek Montney, Duvernay, and Glauconite plays, with a goal of reducing drilling and completion costs. The region averaged 59 Mboe/d and contributed $343 million of revenues during 2016.
|
•
|
The Egypt region continued to reduce its drilling program throughout 2016, averaging 6 rigs and drilling 61 gross wells. As a result of the reduced investment in drilling activity over the past several years, gross production decreased one percent. Egypt’s net production increased 11 percent from 2015, a function of the mechanics of its production-sharing contracts. In December 2016, Apache was notified by the Egyptian Ministry that it was the successful bidder in two new concessions, which will add 1.6 million gross undeveloped acres to its portfolio. Apache anticipates these concessions will be signed into law mid-2017. The region averaged 170 net Mboe/d and contributed $2.1 billion of revenues during 2016.
|
•
|
The North Sea region averaged 4 rigs during 2016, drilling 14 gross wells, 11 net wells. During the year, the region averaged production of 68 Mboe/d and contributed $970 million of revenues. Apache was able to minimize production decline to 4 percent year over year despite a significant reduction in capital expenditures. Apache continues to progress the development of its 2015 Callater (formerly K) exploration discovery in the Beryl area, with first production projected in the second half of 2017. The Company continues appraisal activities on two additional 2015 exploration discoveries: the Corona discovery, which logged 225 feet total vertical depth net pay in excellent reservoir-quality sandstone, and the Seagull discovery, which confirmed 672 feet of net oil pay over a 1,092-foot column in Triassic-age sands.
|
•
|
Australia Operations
On June 5, 2015, Apache’s subsidiaries completed the sale of the Company’s Australian subsidiary Apache Energy Limited to a consortium of private equity funds managed by Macquarie Capital Group Limited and Brookfield Asset Management Inc. for total proceeds of $1.9 billion. Additionally, in October 2015, Apache’s subsidiaries completed the sale of its 49 percent interest in Yara Pilbara Holdings Pty Ltd (YPHPL), to Yara International for total proceeds of $391 million. The effective date of the transaction was January 1, 2015.
|
•
|
LNG Projects
On April 2, 2015 and April 10, 2015, Apache subsidiaries completed the sale of its interest in the Wheatstone LNG and Kitimat LNG projects, respectively, along with accompanying upstream oil and gas reserves to Woodside Petroleum Limited (Woodside) for a total cash consideration of $3.7 billion.
|
•
|
Nonstrategic Assets in the Anadarko Basin and in Southern Louisiana
On December 31, 2014, Apache completed the sale of certain Anadarko basin and southern Louisiana oil and gas assets for approximately $1.3 billion in two separate transactions. In the Anadarko basin, Apache sold approximately 115,000 net acres in Wheeler County, Texas, and western Oklahoma. In southern Louisiana, the Company sold working interests in approximately 90,000 net acres. The effective date of both of these transactions was October 1, 2014.
|
•
|
Certain Gulf of Mexico Deepwater Assets
On June 30, 2014, Apache completed the sale of non-operated interests in the Lucius and Heidelberg development projects and 11 primary term deepwater exploration blocks in the Gulf of Mexico for $1.4 billion. The effective date of the transaction was May 1, 2014.
|
•
|
Nonstrategic Canadian Assets
On April 30, 2014, Apache completed the sale of primarily dry gas producing hydrocarbon assets in the Deep Basin area of western Alberta and British Columbia, Canada, for $374 million. The assets comprise 328,400 net acres in the Ojay, Noel, and Wapiti areas. Apache retained 100 percent of its working interest in horizons below the Cretaceous in the Wapiti area, including rights to the liquids-rich Montney and other deeper horizons. The effective date of the transaction was January 1, 2014.
|
•
|
Argentina Operations
On March 12, 2014, Apache’s subsidiaries completed the sale of all of the Company’s operations in Argentina to YPF Sociedad Anónima for $800 million (subject to customary closing adjustments) plus the assumption of $52 million of bank debt as of June 30, 2013.
|
|
|
For the Year Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
$ Value
|
|
% Contribution
|
|
$ Value
|
|
% Contribution
|
|
$ Value
|
|
% Contribution
|
|||||||||
|
|
($ in millions)
|
|||||||||||||||||||
Total Oil Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
1,499
|
|
|
36
|
%
|
|
$
|
2,063
|
|
|
40
|
%
|
|
$
|
4,260
|
|
|
42
|
%
|
Canada
|
|
180
|
|
|
4
|
%
|
|
244
|
|
|
5
|
%
|
|
537
|
|
|
5
|
%
|
|||
North America
|
|
1,679
|
|
|
40
|
%
|
|
2,307
|
|
|
45
|
%
|
|
4,797
|
|
|
47
|
%
|
|||
Egypt
(1)
|
|
1,657
|
|
|
40
|
%
|
|
1,690
|
|
|
33
|
%
|
|
3,196
|
|
|
32
|
%
|
|||
North Sea
|
|
836
|
|
|
20
|
%
|
|
1,110
|
|
|
22
|
%
|
|
2,117
|
|
|
21
|
%
|
|||
International
(1)
|
|
2,493
|
|
|
60
|
%
|
|
2,800
|
|
|
55
|
%
|
|
5,313
|
|
|
53
|
%
|
|||
Total
(1)
|
|
$
|
4,172
|
|
|
100
|
%
|
|
$
|
5,107
|
|
|
100
|
%
|
|
$
|
10,110
|
|
|
100
|
%
|
Total Natural Gas Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
314
|
|
|
33
|
%
|
|
$
|
382
|
|
|
32
|
%
|
|
$
|
935
|
|
|
46
|
%
|
Canada
|
|
146
|
|
|
15
|
%
|
|
242
|
|
|
21
|
%
|
|
479
|
|
|
24
|
%
|
|||
North America
|
|
460
|
|
|
48
|
%
|
|
624
|
|
|
53
|
%
|
|
1,414
|
|
|
70
|
%
|
|||
Egypt
(1)
|
|
389
|
|
|
40
|
%
|
|
393
|
|
|
33
|
%
|
|
434
|
|
|
22
|
%
|
|||
North Sea
|
|
118
|
|
|
12
|
%
|
|
159
|
|
|
14
|
%
|
|
169
|
|
|
8
|
%
|
|||
International
(1)
|
|
507
|
|
|
52
|
%
|
|
552
|
|
|
47
|
%
|
|
603
|
|
|
30
|
%
|
|||
Total
(1)
|
|
$
|
967
|
|
|
100
|
%
|
|
$
|
1,176
|
|
|
100
|
%
|
|
$
|
2,017
|
|
|
100
|
%
|
Total NGL Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
184
|
|
|
81
|
%
|
|
$
|
191
|
|
|
84
|
%
|
|
$
|
549
|
|
|
82
|
%
|
Canada
|
|
17
|
|
|
7
|
%
|
|
12
|
|
|
5
|
%
|
|
76
|
|
|
12
|
%
|
|||
North America
|
|
201
|
|
|
88
|
%
|
|
203
|
|
|
89
|
%
|
|
625
|
|
|
94
|
%
|
|||
Egypt
(1)
|
|
11
|
|
|
5
|
%
|
|
13
|
|
|
6
|
%
|
|
13
|
|
|
2
|
%
|
|||
North Sea
|
|
16
|
|
|
7
|
%
|
|
11
|
|
|
5
|
%
|
|
30
|
|
|
4
|
%
|
|||
International
(1)
|
|
27
|
|
|
12
|
%
|
|
24
|
|
|
11
|
%
|
|
43
|
|
|
6
|
%
|
|||
Total
(1)
|
|
$
|
228
|
|
|
100
|
%
|
|
$
|
227
|
|
|
100
|
%
|
|
$
|
668
|
|
|
100
|
%
|
Total Oil and Gas Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
1,997
|
|
|
37
|
%
|
|
$
|
2,636
|
|
|
40
|
%
|
|
$
|
5,744
|
|
|
45
|
%
|
Canada
|
|
343
|
|
|
7
|
%
|
|
498
|
|
|
8
|
%
|
|
1,092
|
|
|
8
|
%
|
|||
North America
|
|
2,340
|
|
|
44
|
%
|
|
3,134
|
|
|
48
|
%
|
|
6,836
|
|
|
53
|
%
|
|||
Egypt
(1)
|
|
2,057
|
|
|
38
|
%
|
|
2,096
|
|
|
32
|
%
|
|
3,643
|
|
|
29
|
%
|
|||
North Sea
|
|
970
|
|
|
18
|
%
|
|
1,280
|
|
|
20
|
%
|
|
2,316
|
|
|
18
|
%
|
|||
International
(1)
|
|
3,027
|
|
|
56
|
%
|
|
3,376
|
|
|
52
|
%
|
|
5,959
|
|
|
47
|
%
|
|||
Total
(1)
|
|
$
|
5,367
|
|
|
100
|
%
|
|
$
|
6,510
|
|
|
100
|
%
|
|
$
|
12,795
|
|
|
100
|
%
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oil Revenue
|
|
$
|
—
|
|
|
|
|
$
|
138
|
|
|
|
|
$
|
757
|
|
|
|
|||
Natural Gas Revenue
|
|
—
|
|
|
|
|
140
|
|
|
|
|
385
|
|
|
|
||||||
NGL Revenue
|
|
—
|
|
|
|
|
—
|
|
|
|
|
3
|
|
|
|
||||||
Total
|
|
$
|
—
|
|
|
|
|
$
|
278
|
|
|
|
|
$
|
1,145
|
|
|
|
(1)
|
Amounts include revenue attributable to a noncontrolling interest in Egypt.
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2016
|
|
Increase
(Decrease)
|
|
2015
|
|
Increase
(Decrease) |
|
2014
|
|||
Oil Volume – b/d:
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
103,827
|
|
|
(16)%
|
|
123,666
|
|
|
(7)%
|
|
133,667
|
|
Canada
|
|
13,081
|
|
|
(17)%
|
|
15,768
|
|
|
(10)%
|
|
17,593
|
|
North America
|
|
116,908
|
|
|
(16)%
|
|
139,434
|
|
|
(8)%
|
|
151,260
|
|
Egypt
(1)(2)
|
|
103,719
|
|
|
14%
|
|
90,857
|
|
|
1%
|
|
90,230
|
|
North Sea
|
|
54,630
|
|
|
(8)%
|
|
59,334
|
|
|
(2)%
|
|
60,699
|
|
International
|
|
158,349
|
|
|
5%
|
|
150,191
|
|
|
—
|
|
150,929
|
|
Total
|
|
275,257
|
|
|
(5)%
|
|
289,625
|
|
|
(4)%
|
|
302,189
|
|
Natural Gas Volume – Mcf/d:
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
396,227
|
|
|
(10)%
|
|
440,037
|
|
|
(26)%
|
|
591,312
|
|
Canada
|
|
242,602
|
|
|
(12)%
|
|
274,764
|
|
|
(15)%
|
|
322,783
|
|
North America
|
|
638,829
|
|
|
(11)%
|
|
714,801
|
|
|
(22)%
|
|
914,095
|
|
Egypt
(1)(2)
|
|
391,968
|
|
|
6%
|
|
369,507
|
|
|
(8)%
|
|
401,431
|
|
North Sea
|
|
71,751
|
|
|
11%
|
|
64,787
|
|
|
16%
|
|
55,964
|
|
International
|
|
463,719
|
|
|
7%
|
|
434,294
|
|
|
(5)%
|
|
457,395
|
|
Total
|
|
1,102,548
|
|
|
(4)%
|
|
1,149,095
|
|
|
(16)%
|
|
1,371,490
|
|
NGL Volume – b/d:
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
54,165
|
|
|
—
|
|
53,928
|
|
|
(8)%
|
|
58,807
|
|
Canada
|
|
5,731
|
|
|
(6)%
|
|
6,126
|
|
|
(1)%
|
|
6,180
|
|
North America
|
|
59,896
|
|
|
—
|
|
60,054
|
|
|
(8)%
|
|
64,987
|
|
Egypt
(1)(2)
|
|
1,084
|
|
|
2%
|
|
1,064
|
|
|
55%
|
|
687
|
|
North Sea
|
|
1,703
|
|
|
51%
|
|
1,131
|
|
|
(19)%
|
|
1,392
|
|
International
|
|
2,787
|
|
|
27%
|
|
2,195
|
|
|
6%
|
|
2,079
|
|
Total
|
|
62,683
|
|
|
1%
|
|
62,249
|
|
|
(7)%
|
|
67,066
|
|
BOE per day:
(3)
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
224,029
|
|
|
(11)%
|
|
250,934
|
|
|
(14)%
|
|
291,027
|
|
Canada
|
|
59,246
|
|
|
(12)%
|
|
67,688
|
|
|
(13)%
|
|
77,569
|
|
North America
|
|
283,275
|
|
|
(11)%
|
|
318,622
|
|
|
(14)%
|
|
368,596
|
|
Egypt
(1)(2)
|
|
170,131
|
|
|
11%
|
|
153,506
|
|
|
(3)%
|
|
157,822
|
|
North Sea
(4)
|
|
68,292
|
|
|
(4)%
|
|
71,262
|
|
|
—
|
|
71,419
|
|
International
|
|
238,423
|
|
|
6%
|
|
224,768
|
|
|
(2)%
|
|
229,241
|
|
Total
|
|
521,698
|
|
|
(4)%
|
|
543,390
|
|
|
(9)%
|
|
597,837
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|||
Oil (b/d)
|
|
—
|
|
|
|
|
7,610
|
|
|
|
|
22,227
|
|
Natural Gas (Mcf/d)
|
|
—
|
|
|
|
|
94,114
|
|
|
|
|
248,837
|
|
NGL (b/d)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
317
|
|
BOE/d
|
|
—
|
|
|
|
|
23,296
|
|
|
|
|
64,017
|
|
(1)
|
Gross oil, natural gas, and NGL production in Egypt were as follows:
|
|
|
2016
|
|
|
|
2015
|
|
|
|
2014
|
|||
Oil (b/d)
|
|
209,659
|
|
|
|
|
206,501
|
|
|
|
|
197,366
|
|
Natural Gas (Mcf/d)
|
|
827,202
|
|
|
|
|
856,950
|
|
|
|
|
894,802
|
|
NGL (b/d)
|
|
1,861
|
|
|
|
|
2,459
|
|
|
|
|
1,901
|
|
(2)
|
Includes net production volumes per day attributable to a noncontrolling interest in Egypt of:
|
Oil (b/d)
|
|
34,530
|
|
|
|
|
30,224
|
|
|
|
|
30,063
|
|
Natural Gas (Mcf/d)
|
|
130,856
|
|
|
|
|
122,985
|
|
|
|
|
133,901
|
|
NGL (b/d)
|
|
361
|
|
|
|
|
363
|
|
|
|
|
229
|
|
(3)
|
The table shows production on a barrel of oil equivalent basis (boe) in which natural gas is converted to an equivalent barrel of oil based on a ratio of 6 Mcf to 1 bbl. This ratio is not reflective of the price ratio between the two products.
|
(4)
|
Average sales volumes from the North Sea for 2016 were
66,872
boe/d. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.
|
|
|
For the Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
Increase
(Decrease) |
|
2015
|
|
Increase
(Decrease) |
|
2014
|
||||||
Average Oil Price - Per barrel:
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
39.43
|
|
|
(14)%
|
|
$
|
45.71
|
|
|
(48)%
|
|
$
|
87.33
|
|
Canada
|
|
37.62
|
|
|
(11)%
|
|
42.33
|
|
|
(49)%
|
|
83.57
|
|
|||
North America
|
|
39.23
|
|
|
(13)%
|
|
45.33
|
|
|
(48)%
|
|
86.89
|
|
|||
Egypt
|
|
43.66
|
|
|
(14)%
|
|
50.97
|
|
|
(47)%
|
|
97.06
|
|
|||
North Sea
|
|
42.93
|
|
|
(16)%
|
|
51.26
|
|
|
(46)%
|
|
95.53
|
|
|||
International
|
|
43.41
|
|
|
(15)%
|
|
51.09
|
|
|
(47)%
|
|
96.44
|
|
|||
Total
|
|
41.63
|
|
|
(14)%
|
|
48.31
|
|
|
(47)%
|
|
91.66
|
|
|||
Average Natural Gas Price - Per Mcf:
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2.17
|
|
|
(9)%
|
|
$
|
2.38
|
|
|
(45)%
|
|
$
|
4.33
|
|
Canada
|
|
1.64
|
|
|
(32)%
|
|
2.41
|
|
|
(41)%
|
|
4.07
|
|
|||
North America
|
|
1.97
|
|
|
(18)%
|
|
2.39
|
|
|
(44)%
|
|
4.24
|
|
|||
Egypt
|
|
2.71
|
|
|
(7)%
|
|
2.91
|
|
|
(2)%
|
|
2.96
|
|
|||
North Sea
|
|
4.51
|
|
|
(33)%
|
|
6.73
|
|
|
(19)%
|
|
8.29
|
|
|||
International
|
|
2.99
|
|
|
(14)%
|
|
3.48
|
|
|
(4)%
|
|
3.61
|
|
|||
Total
|
|
2.40
|
|
|
(14)%
|
|
2.80
|
|
|
(31)%
|
|
4.03
|
|
|||
Average NGL Price - Per barrel:
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
9.28
|
|
|
(5)%
|
|
$
|
9.72
|
|
|
(62)%
|
|
$
|
25.57
|
|
Canada
|
|
8.15
|
|
|
48%
|
|
5.52
|
|
|
(84)%
|
|
33.61
|
|
|||
North America
|
|
9.17
|
|
|
(1)%
|
|
9.29
|
|
|
(65)%
|
|
26.33
|
|
|||
Egypt
|
|
28.68
|
|
|
(7)%
|
|
30.97
|
|
|
(40)%
|
|
51.60
|
|
|||
North Sea
|
|
24.20
|
|
|
(9)%
|
|
26.53
|
|
|
(55)%
|
|
59.42
|
|
|||
International
|
|
25.94
|
|
|
(10)%
|
|
28.68
|
|
|
(50)%
|
|
56.83
|
|
|||
Total
|
|
9.92
|
|
|
(1)%
|
|
9.98
|
|
|
(63)%
|
|
27.28
|
|
|||
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil price ($/Bbl)
|
|
$
|
—
|
|
|
|
|
$
|
49.76
|
|
|
|
|
$
|
93.28
|
|
Natural Gas price ($/Mcf)
|
|
—
|
|
|
|
|
4.07
|
|
|
|
|
4.24
|
|
|||
NGL price ($/Bbl)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
24.57
|
|
•
|
North America has a common market; most of our gas is sold on a monthly or daily basis at either monthly or daily market prices. Our North American regions averaged
$1.97
per Mcf in
2016
,
down
from
$2.39
per Mcf in
2015
.
|
•
|
In Egypt, our gas is sold to EGPC, primarily under an industry pricing formula indexed to Dated Brent crude oil with a minimum gas price of $1.50 per MMBtu and a maximum gas price of $2.65 per MMBtu, plus an upward adjustment for liquids content. Overall, the region averaged
$2.71
per Mcf in
2016
, down
7 percent
from the prior year.
|
•
|
Natural gas from the North Sea Beryl field is processed through the SAGE gas plant operated by Apache. The gas is sold to a third party at the St. Fergus entry point of the national grid on a National Balancing Point index price basis. The region averaged
$4.51
per Mcf in
2016
, a
33 percent
decrease
from an average of
$6.73
per Mcf in
2015
.
|
|
|
For the Year Ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
(In millions)
|
|
(Per boe)
|
||||||||||||||||||||
Lease operating expenses
(1)
|
|
$
|
1,494
|
|
|
$
|
1,854
|
|
|
$
|
2,238
|
|
|
$
|
7.85
|
|
|
$
|
9.35
|
|
|
$
|
10.26
|
|
Gathering and transportation
(1)
|
|
200
|
|
|
211
|
|
|
273
|
|
|
1.05
|
|
|
1.05
|
|
|
1.25
|
|
||||||
Taxes other than income
|
|
126
|
|
|
282
|
|
|
577
|
|
|
0.66
|
|
|
1.42
|
|
|
2.65
|
|
||||||
Exploration
|
|
473
|
|
|
2,771
|
|
|
2,499
|
|
|
2.48
|
|
|
13.97
|
|
|
11.45
|
|
||||||
General and administrative
|
|
410
|
|
|
380
|
|
|
453
|
|
|
2.15
|
|
|
1.92
|
|
|
2.07
|
|
||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas property and equipment
(1)
|
|
2,460
|
|
|
2,976
|
|
|
4,195
|
|
|
12.92
|
|
|
15.01
|
|
|
19.22
|
|
||||||
Other assets
|
|
158
|
|
|
324
|
|
|
331
|
|
|
0.83
|
|
|
1.63
|
|
|
1.52
|
|
||||||
Asset retirement obligation accretion
|
|
156
|
|
|
145
|
|
|
154
|
|
|
0.82
|
|
|
0.73
|
|
|
0.71
|
|
||||||
Impairments
|
|
1,103
|
|
|
9,472
|
|
|
7,102
|
|
|
5.78
|
|
|
47.75
|
|
|
32.55
|
|
||||||
Transaction, reorganization, and separation
|
|
39
|
|
|
132
|
|
|
67
|
|
|
0.20
|
|
|
0.67
|
|
|
0.31
|
|
||||||
Financing costs, net
|
|
417
|
|
|
511
|
|
|
413
|
|
|
2.18
|
|
|
2.58
|
|
|
1.89
|
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Unproved leasehold impairments
|
|
$
|
272
|
|
|
$
|
2,462
|
|
|
$
|
1,976
|
|
Dry hole expense
|
|
81
|
|
|
133
|
|
|
318
|
|
|||
Geological and geophysical expense
|
|
44
|
|
|
89
|
|
|
122
|
|
|||
Exploration overhead and other
|
|
76
|
|
|
87
|
|
|
83
|
|
|||
|
|
$
|
473
|
|
|
$
|
2,771
|
|
|
$
|
2,499
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Oil and gas proved property
|
|
$
|
427
|
|
|
$
|
7,389
|
|
|
$
|
6,068
|
|
GTP facilities
|
|
135
|
|
|
1,717
|
|
|
—
|
|
|||
Equity method investment
|
|
—
|
|
|
148
|
|
|
—
|
|
|||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
655
|
|
|||
Goodwill
|
|
—
|
|
|
163
|
|
|
347
|
|
|||
PRT decommissioning asset
|
|
486
|
|
|
—
|
|
|
—
|
|
|||
Inventory
|
|
55
|
|
|
55
|
|
|
32
|
|
|||
Total impairments
|
|
$
|
1,103
|
|
|
$
|
9,472
|
|
|
$
|
7,102
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Interest expense
|
|
$
|
464
|
|
|
$
|
486
|
|
|
$
|
499
|
|
Amortization of deferred loan costs
|
|
8
|
|
|
11
|
|
|
6
|
|
|||
Capitalized interest
|
|
(48
|
)
|
|
(15
|
)
|
|
(85
|
)
|
|||
Loss on extinguishment of debt
|
|
1
|
|
|
39
|
|
|
—
|
|
|||
Interest income
|
|
(8
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|||
Total Financing costs, net
|
|
$
|
417
|
|
|
$
|
511
|
|
|
$
|
413
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Sources of Cash and Cash Equivalents:
|
|
|
|
|
|
|
||||||
Net cash provided by continuing operating activities
|
|
$
|
2,453
|
|
|
$
|
2,554
|
|
|
$
|
7,013
|
|
Proceeds from Australian divestitures
|
|
—
|
|
|
4,693
|
|
|
—
|
|
|||
Net cash provided by Argentina discontinued operations
|
|
—
|
|
|
—
|
|
|
788
|
|
|||
Proceeds from asset divestitures
|
|
134
|
|
|
1,513
|
|
|
3,092
|
|
|||
Commercial paper and bank loan borrowings, net
|
|
—
|
|
|
—
|
|
|
1,568
|
|
|||
Other
|
|
148
|
|
|
59
|
|
|
—
|
|
|||
|
|
2,735
|
|
|
8,819
|
|
|
12,461
|
|
|||
Uses of Cash and Cash Equivalents:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
$
|
1,768
|
|
|
$
|
4,441
|
|
|
$
|
9,489
|
|
Leasehold and property acquisitions
|
|
181
|
|
|
367
|
|
|
1,475
|
|
|||
Net cash used by Australia discontinued operations
|
|
23
|
|
|
208
|
|
|
105
|
|
|||
Commercial paper, credit facility and bank loan repayments, net
|
|
—
|
|
|
1,570
|
|
|
—
|
|
|||
Payments on fixed-rate debt
|
|
181
|
|
|
939
|
|
|
—
|
|
|||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
1,864
|
|
|||
Dividends paid
|
|
379
|
|
|
377
|
|
|
365
|
|
|||
Distributions to noncontrolling interest
|
|
293
|
|
|
129
|
|
|
140
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
250
|
|
|||
|
|
2,825
|
|
|
8,031
|
|
|
13,688
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
$
|
(90
|
)
|
|
$
|
788
|
|
|
$
|
(1,227
|
)
|
|
|
At December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Cash and cash equivalents
|
|
$
|
1,377
|
|
|
$
|
1,467
|
|
Total debt
|
|
8,544
|
|
|
8,717
|
|
||
Equity
|
|
7,679
|
|
|
9,490
|
|
||
Available committed borrowing capacity
|
|
3,500
|
|
|
3,500
|
|
Contractual Obligations
(1)
|
|
Note
Reference
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
2022 & Beyond
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||||
On-Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt, at face value
|
|
Note 8
|
|
$
|
8,650
|
|
|
$
|
—
|
|
|
$
|
700
|
|
|
$
|
493
|
|
|
$
|
7,457
|
|
Interest payments
|
|
Note 8
|
|
8,622
|
|
|
440
|
|
|
836
|
|
|
772
|
|
|
6,574
|
|
|||||
Capital lease
(2)
|
|
|
|
43
|
|
|
1
|
|
|
3
|
|
|
3
|
|
|
36
|
|
|||||
Off-Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Drilling rigs
|
|
|
|
244
|
|
|
177
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(3)
|
|
Note 10
|
|
680
|
|
|
119
|
|
|
287
|
|
|
250
|
|
|
24
|
|
|||||
Operating lease obligations
(4)
|
|
Note 10
|
|
258
|
|
|
56
|
|
|
95
|
|
|
37
|
|
|
70
|
|
|||||
Total Contractual Obligations
|
|
|
|
$
|
18,497
|
|
|
$
|
793
|
|
|
$
|
1,988
|
|
|
$
|
1,555
|
|
|
$
|
14,161
|
|
(1)
|
This table does not include the Company’s liability for dismantlement, abandonment, and restoration costs of oil and gas properties or pension or postretirement benefit obligations. For additional information regarding these liabilities, please see Notes 7 and 11, respectively, in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K.
|
(2)
|
This represents our capital lease obligation discounted at 4.4 percent for a Midland office building.
|
(3)
|
Amounts represent any agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These include minimum commitments associated with long-term take-or-pay contracts, NGL processing agreements, drilling work program commitments, and agreements to secure capacity rights on third-party pipelines. Amounts exclude certain product purchase obligations related to marketing and trading activities for which there are no minimum purchase requirements or the amounts are not fixed or determinable.
|
(4)
|
Amounts include long-term lease payments for office space, aircraft, supply and standby vessels, gas pipeline and land leases, and equipment related to exploration, development, and production activities, such as compressors. The Company expects to receive $10 million in sublease income associated with these leases.
|
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
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents included in this report:
|
1.
|
Financial Statements
|
Report of management on internal control over financial reporting
|
F-1
|
Report of independent registered public accounting firm
|
F-2
|
Report of independent registered public accounting firm
|
F-3
|
Statement of consolidated operations for each of the three years in the period ended December 31, 2016
|
F-4
|
Statement of consolidated comprehensive income (loss) for each of the three years in the period ended December 31, 2016
|
F-5
|
Statement of consolidated cash flows for each of the three years in the period ended December 31, 2016
|
F-6
|
Consolidated balance sheet as of December 31, 2016 and 2015
|
F-7
|
Statement of consolidated changes in equity for each of the three years in the period ended December 31, 2016
|
F-8
|
Notes to consolidated financial statements
|
F-9
|
2.
|
Financial Statement Schedules
|
|
Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in the Company’s financial statements and related notes.
|
3.
|
Exhibits
|
ITEM 16.
|
FORM 10-K SUMMARY
|
Name
|
|
Title
|
|
Date
|
/s/ John J. Christmann IV
John J. Christmann IV
|
|
Chief Executive Officer and President
(principal executive officer)
|
|
February 24, 2017
|
/s/ Stephen J. Riney
Stephen J. Riney
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
February 24, 2017
|
/s/ Rebecca A. Hoyt
Rebecca A. Hoyt
|
|
Senior Vice President, Chief Accounting Officer, and Controller
(principal accounting officer)
|
|
February 24, 2017
|
/s/ ANNELL R. BAY
Annell R. Bay
|
|
Director
|
|
February 24, 2017
|
/s/ CHANSOO JOUNG
Chansoo Joung
|
|
Director
|
|
February 24, 2017
|
/s/ GEORGE D. LAWRENCE
George D. Lawrence
|
|
Director
|
|
February 24, 2017
|
/s/ JOHN E. LOWE
John E. Lowe
|
|
Director
|
|
February 24, 2017
|
/s/ WILLIAM C. MONTGOMERY
William C. Montgomery
|
|
Director
|
|
February 24, 2017
|
/s/ AMY H. NELSON
Amy H. Nelson
|
|
Director
|
|
February 24, 2017
|
/s/ RODMAN D. PATTON
Rodman D. Patton
|
|
Director
|
|
February 24, 2017
|
/s/ CHARLES J. PITMAN
Charles J. Pitman
|
|
Director
|
|
February 24, 2017
|
/s/ DANIEL W. RABUN
Daniel W. Rabun
|
|
Director
|
|
February 24, 2017
|
/s/ PETER A. RAGAUSS
Peter A. Ragauss
|
|
Director
|
|
February 24, 2017
|
/s/ John J. Christmann IV
|
Chief Executive Officer and President
|
(principal executive officer)
|
|
/s/ Stephen J. Riney
|
Executive Vice President and Chief Financial Officer
|
(principal financial officer)
|
|
/s/ Rebecca A. Hoyt
|
Senior Vice President, Chief Accounting Officer and Controller
|
(principal accounting officer)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015*
|
|
2014*
|
||||||
|
|
(In millions, except per common share data)
|
||||||||||
REVENUES AND OTHER:
|
|
|
|
|
|
|
||||||
Oil and gas production revenues:
|
|
|
|
|
|
|
||||||
Oil revenues
|
|
$
|
4,172
|
|
|
$
|
5,107
|
|
|
$
|
10,110
|
|
Natural gas revenues
|
|
967
|
|
|
1,176
|
|
|
2,017
|
|
|||
Natural gas liquids revenues
|
|
228
|
|
|
227
|
|
|
668
|
|
|||
|
|
5,367
|
|
|
6,510
|
|
|
12,795
|
|
|||
Other
|
|
(34
|
)
|
|
98
|
|
|
285
|
|
|||
Gain (loss) on divestiture
|
|
21
|
|
|
281
|
|
|
(1,608
|
)
|
|||
|
|
5,354
|
|
|
6,889
|
|
|
11,472
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
||||||
Lease operating expenses
|
|
1,494
|
|
|
1,854
|
|
|
2,238
|
|
|||
Gathering and transportation
|
|
200
|
|
|
211
|
|
|
273
|
|
|||
Taxes other than income
|
|
126
|
|
|
282
|
|
|
577
|
|
|||
Exploration
|
|
473
|
|
|
2,771
|
|
|
2,499
|
|
|||
General and administrative
|
|
410
|
|
|
380
|
|
|
453
|
|
|||
Depreciation, depletion, and amortization:
|
|
|
|
|
|
|
||||||
Oil and gas property and equipment
|
|
2,460
|
|
|
2,976
|
|
|
4,195
|
|
|||
Other assets
|
|
158
|
|
|
324
|
|
|
331
|
|
|||
Asset retirement obligation accretion
|
|
156
|
|
|
145
|
|
|
154
|
|
|||
Impairments
|
|
1,103
|
|
|
9,472
|
|
|
7,102
|
|
|||
Transaction, reorganization, and separation
|
|
39
|
|
|
132
|
|
|
67
|
|
|||
Financing costs, net
|
|
417
|
|
|
511
|
|
|
413
|
|
|||
|
|
7,036
|
|
|
19,058
|
|
|
18,302
|
|
|||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
(1,682
|
)
|
|
(12,169
|
)
|
|
(6,830
|
)
|
|||
Current income tax provision
|
|
391
|
|
|
435
|
|
|
1,281
|
|
|||
Deferred income tax benefit
|
|
(833
|
)
|
|
(1,445
|
)
|
|
(1,799
|
)
|
|||
NET LOSS FROM CONTINUING OPERATIONS
|
|
|
|
|
|
|
||||||
INCLUDING NONCONTROLLING INTEREST
|
|
(1,240
|
)
|
|
(11,159
|
)
|
|
(6,312
|
)
|
|||
Net income (loss) from discontinued operations, net of tax
|
|
(33
|
)
|
|
492
|
|
|
(1,707
|
)
|
|||
NET LOSS INCLUDING NONCONTROLLING INTEREST
|
|
(1,273
|
)
|
|
(10,667
|
)
|
|
(8,019
|
)
|
|||
Net income (loss) attributable to noncontrolling interest
|
|
132
|
|
|
(315
|
)
|
|
341
|
|
|||
NET LOSS ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(1,405
|
)
|
|
$
|
(10,352
|
)
|
|
$
|
(8,360
|
)
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS:
|
|
|
|
|
|
|
||||||
Net loss from continuing operations attributable to common shareholders
|
|
$
|
(1,372
|
)
|
|
$
|
(10,844
|
)
|
|
$
|
(6,653
|
)
|
Net income (loss) from discontinued operations
|
|
(33
|
)
|
|
492
|
|
|
(1,707
|
)
|
|||
Net loss attributable to common shareholders
|
|
$
|
(1,405
|
)
|
|
$
|
(10,352
|
)
|
|
$
|
(8,360
|
)
|
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
||||||
Basic and diluted net loss from continuing operations per share
|
|
$
|
(3.62
|
)
|
|
$
|
(28.70
|
)
|
|
$
|
(17.32
|
)
|
Basic and diluted net income (loss) from discontinued operations per share
|
|
(0.09
|
)
|
|
1.30
|
|
|
(4.44
|
)
|
|||
Basic and diluted net loss per share
|
|
$
|
(3.71
|
)
|
|
$
|
(27.40
|
)
|
|
$
|
(21.76
|
)
|
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|
||||||
Basic
|
|
379
|
|
|
378
|
|
|
384
|
|
|||
Diluted
|
|
379
|
|
|
378
|
|
|
384
|
|
|||
DIVIDENDS DECLARED PER COMMON SHARE
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015*
|
|
2014*
|
||||||
|
|
(In millions)
|
||||||||||
NET LOSS INCLUDING NONCONTROLLING INTEREST
|
|
$
|
(1,273
|
)
|
|
$
|
(10,667
|
)
|
|
$
|
(8,019
|
)
|
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
||||||
Pension and postretirement benefit plan, net of tax
|
|
7
|
|
|
(3
|
)
|
|
—
|
|
|||
Commodity cash flow hedge activity, net of tax:
|
|
|
|
|
|
|
||||||
Change in fair value of derivative instruments
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
|
|
7
|
|
|
(3
|
)
|
|
(1
|
)
|
|||
COMPREHENSIVE LOSS INCLUDING NONCONTROLLING INTEREST
|
|
(1,266
|
)
|
|
(10,670
|
)
|
|
(8,020
|
)
|
|||
Comprehensive income (loss) attributable to noncontrolling interest
|
|
132
|
|
|
(315
|
)
|
|
341
|
|
|||
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(1,398
|
)
|
|
$
|
(10,355
|
)
|
|
$
|
(8,361
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015*
|
|
2014*
|
||||||
|
|
(In millions)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net loss including noncontrolling interest
|
|
$
|
(1,273
|
)
|
|
$
|
(10,667
|
)
|
|
$
|
(8,019
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Loss (income) from discontinued operations
|
|
33
|
|
|
(492
|
)
|
|
1,707
|
|
|||
Loss (gain) on divestitures
|
|
(21
|
)
|
|
(281
|
)
|
|
1,608
|
|
|||
Exploratory dry hole expense and unproved leasehold impairments
|
|
353
|
|
|
2,595
|
|
|
2,294
|
|
|||
Depreciation, depletion, and amortization
|
|
2,618
|
|
|
3,300
|
|
|
4,526
|
|
|||
Asset retirement obligation accretion
|
|
156
|
|
|
145
|
|
|
154
|
|
|||
Impairments
|
|
1,103
|
|
|
9,472
|
|
|
7,102
|
|
|||
Benefit from deferred income taxes
|
|
(833
|
)
|
|
(1,445
|
)
|
|
(1,799
|
)
|
|||
Other
|
|
164
|
|
|
7
|
|
|
(231
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
126
|
|
|
663
|
|
|
757
|
|
|||
Inventories
|
|
(27
|
)
|
|
21
|
|
|
(31
|
)
|
|||
Drilling advances
|
|
91
|
|
|
138
|
|
|
107
|
|
|||
Deferred charges and other
|
|
115
|
|
|
(345
|
)
|
|
(301
|
)
|
|||
Accounts payable
|
|
(63
|
)
|
|
(489
|
)
|
|
(216
|
)
|
|||
Accrued expenses
|
|
(9
|
)
|
|
(156
|
)
|
|
(572
|
)
|
|||
Deferred credits and noncurrent liabilities
|
|
(80
|
)
|
|
88
|
|
|
(73
|
)
|
|||
NET CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES
|
|
2,453
|
|
|
2,554
|
|
|
7,013
|
|
|||
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
|
|
(23
|
)
|
|
113
|
|
|
944
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
2,430
|
|
|
2,667
|
|
|
7,957
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Additions to oil and gas property
|
|
(1,610
|
)
|
|
(4,208
|
)
|
|
(8,608
|
)
|
|||
Additions to gas gathering, transmission, and processing facilities
|
|
(158
|
)
|
|
(233
|
)
|
|
(881
|
)
|
|||
Leasehold and property acquisitions
|
|
(181
|
)
|
|
(367
|
)
|
|
(1,475
|
)
|
|||
Proceeds from sale of Kitimat LNG
|
|
—
|
|
|
854
|
|
|
—
|
|
|||
Proceeds from sale of Yara Pilbara
|
|
—
|
|
|
391
|
|
|
—
|
|
|||
Proceeds from sale of Deepwater Gulf of Mexico assets
|
|
—
|
|
|
—
|
|
|
1,360
|
|
|||
Proceeds from sale of Anadarko basin and southern Louisiana assets
|
|
—
|
|
|
—
|
|
|
1,262
|
|
|||
Proceeds from sale of oil and gas properties, other
|
|
134
|
|
|
268
|
|
|
470
|
|
|||
Other, net
|
|
155
|
|
|
6
|
|
|
(299
|
)
|
|||
NET CASH USED IN CONTINUING INVESTING ACTIVITIES
|
|
(1,660
|
)
|
|
(3,289
|
)
|
|
(8,171
|
)
|
|||
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
|
|
—
|
|
|
4,372
|
|
|
(219
|
)
|
|||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
|
(1,660
|
)
|
|
1,083
|
|
|
(8,390
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Commercial paper, credit facilities and bank notes, net
|
|
—
|
|
|
(1,570
|
)
|
|
1,568
|
|
|||
Payments on fixed rate debt
|
|
(181
|
)
|
|
(939
|
)
|
|
—
|
|
|||
Distributions to noncontrolling interest
|
|
(293
|
)
|
|
(129
|
)
|
|
(140
|
)
|
|||
Dividends paid
|
|
(379
|
)
|
|
(377
|
)
|
|
(365
|
)
|
|||
Treasury stock activity, net
|
|
—
|
|
|
—
|
|
|
(1,864
|
)
|
|||
Other
|
|
(7
|
)
|
|
53
|
|
|
49
|
|
|||
NET CASH USED IN CONTINUING FINANCING ACTIVITIES
|
|
(860
|
)
|
|
(2,962
|
)
|
|
(752
|
)
|
|||
NET CASH USED IN DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(860
|
)
|
|
(2,962
|
)
|
|
(794
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(90
|
)
|
|
788
|
|
|
(1,227
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
1,467
|
|
|
679
|
|
|
1,906
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
1,377
|
|
|
$
|
1,467
|
|
|
$
|
679
|
|
SUPPLEMENTARY CASH FLOW DATA:
|
|
|
|
|
|
|
||||||
Interest paid, net of capitalized interest
|
|
$
|
413
|
|
|
$
|
461
|
|
|
$
|
260
|
|
Income taxes paid, net of refunds
|
|
305
|
|
|
573
|
|
|
1,357
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015*
|
||||
|
|
(In millions)
|
||||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,377
|
|
|
$
|
1,467
|
|
Receivables, net of allowance
|
|
1,128
|
|
|
1,253
|
|
||
Inventories
|
|
476
|
|
|
570
|
|
||
Drilling advances
|
|
81
|
|
|
172
|
|
||
Prepaid assets and other
|
|
179
|
|
|
290
|
|
||
|
|
3,241
|
|
|
3,752
|
|
||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
||||
Oil and gas, on the basis of successful efforts accounting:
|
|
|
|
|
||||
Proved properties
|
|
42,693
|
|
|
41,728
|
|
||
Unproved properties and properties under development
|
|
1,969
|
|
|
2,277
|
|
||
Gathering, transmission, and processing facilities
|
|
976
|
|
|
1,052
|
|
||
Other
|
|
1,111
|
|
|
1,093
|
|
||
|
|
46,749
|
|
|
46,150
|
|
||
Less: Accumulated depreciation, depletion, and amortization
|
|
(27,882
|
)
|
|
(25,312
|
)
|
||
|
|
18,867
|
|
|
20,838
|
|
||
OTHER ASSETS:
|
|
|
|
|
||||
Deferred charges and other
|
|
411
|
|
|
910
|
|
||
|
|
$
|
22,519
|
|
|
$
|
25,500
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
585
|
|
|
$
|
618
|
|
Other current liabilities
|
|
1,258
|
|
|
1,223
|
|
||
|
|
1,843
|
|
|
1,841
|
|
||
LONG-TERM DEBT
|
|
8,544
|
|
|
8,716
|
|
||
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
|
|
|
|
|
||||
Income taxes
|
|
1,710
|
|
|
2,529
|
|
||
Asset retirement obligation
|
|
2,432
|
|
|
2,562
|
|
||
Other
|
|
311
|
|
|
362
|
|
||
|
|
4,453
|
|
|
5,453
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 10)
|
|
|
|
|
||||
EQUITY:
|
|
|
|
|
||||
Common stock, $0.625 par, 860,000,000 shares authorized, 412,612,102 and 411,218,105 shares issued, respectively
|
|
258
|
|
|
257
|
|
||
Paid-in capital
|
|
12,364
|
|
|
12,619
|
|
||
Accumulated deficit
|
|
(3,385
|
)
|
|
(1,980
|
)
|
||
Treasury stock, at cost, 33,172,426 and 33,183,930 shares, respectively
|
|
(2,887
|
)
|
|
(2,889
|
)
|
||
Accumulated other comprehensive loss
|
|
(112
|
)
|
|
(119
|
)
|
||
APACHE SHAREHOLDERS’ EQUITY
|
|
6,238
|
|
|
7,888
|
|
||
Noncontrolling interest
|
|
1,441
|
|
|
1,602
|
|
||
TOTAL EQUITY
|
|
7,679
|
|
|
9,490
|
|
||
|
|
$
|
22,519
|
|
|
$
|
25,500
|
|
|
Common
Stock
|
|
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
(Loss)
|
|
APACHE
SHAREHOLDERS’
EQUITY
|
|
Non-
Controlling
Interest
|
|
TOTAL
EQUITY
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2013*
|
$
|
255
|
|
|
$
|
12,403
|
|
|
$
|
17,395
|
|
|
$
|
(1,027
|
)
|
|
$
|
(115
|
)
|
|
$
|
28,911
|
|
|
$
|
1,845
|
|
|
$
|
30,756
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
(8,360
|
)
|
|
—
|
|
|
—
|
|
|
(8,360
|
)
|
|
341
|
|
|
(8,019
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
(140
|
)
|
||||||||
Commodity hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Common dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
|
(380
|
)
|
||||||||
Common stock activity, net
|
1
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||||
Treasury stock activity, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1,863
|
)
|
|
—
|
|
|
(1,864
|
)
|
|
—
|
|
|
(1,864
|
)
|
||||||||
Compensation expense
|
—
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
202
|
|
||||||||
Other
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
BALANCE AT DECEMBER 31, 2014*
|
$
|
256
|
|
|
$
|
12,590
|
|
|
$
|
8,655
|
|
|
$
|
(2,890
|
)
|
|
$
|
(116
|
)
|
|
$
|
18,495
|
|
|
$
|
2,046
|
|
|
$
|
20,541
|
|
Net loss
|
—
|
|
|
—
|
|
|
(10,352
|
)
|
|
—
|
|
|
—
|
|
|
(10,352
|
)
|
|
(315
|
)
|
|
(10,667
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
(129
|
)
|
||||||||
Postretirement benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Common dividends ($1.00 per share)
|
—
|
|
|
(95
|
)
|
|
(283
|
)
|
|
—
|
|
|
—
|
|
|
(378
|
)
|
|
—
|
|
|
(378
|
)
|
||||||||
Common stock activity, net
|
1
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||||
Treasury stock activity, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Compensation expense
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||||||
BALANCE AT DECEMBER 31, 2015*
|
$
|
257
|
|
|
$
|
12,619
|
|
|
$
|
(1,980
|
)
|
|
$
|
(2,889
|
)
|
|
$
|
(119
|
)
|
|
$
|
7,888
|
|
|
$
|
1,602
|
|
|
$
|
9,490
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
(1,405
|
)
|
|
—
|
|
|
—
|
|
|
(1,405
|
)
|
|
132
|
|
|
(1,273
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(293
|
)
|
|
(293
|
)
|
||||||||
Postretirement benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||||
Common dividends ($1.00 per share)
|
—
|
|
|
(379
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(379
|
)
|
|
—
|
|
|
(379
|
)
|
||||||||
Common stock activity, net
|
1
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||||||
Treasury stock activity, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Compensation expense
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
164
|
|
||||||||
BALANCE AT DECEMBER 31, 2016
|
$
|
258
|
|
|
$
|
12,364
|
|
|
$
|
(3,385
|
)
|
|
$
|
(2,887
|
)
|
|
$
|
(112
|
)
|
|
$
|
6,238
|
|
|
$
|
1,441
|
|
|
$
|
7,679
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Allowance for doubtful accounts at beginning of year
|
|
$
|
103
|
|
|
$
|
98
|
|
|
$
|
78
|
|
Additional provisions for the year
|
|
14
|
|
|
40
|
|
|
4
|
|
|||
Uncollectible accounts written off net of recoveries
|
|
(24
|
)
|
|
(35
|
)
|
|
16
|
|
|||
Allowance for doubtful accounts at end of year
|
|
$
|
93
|
|
|
$
|
103
|
|
|
$
|
98
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Oil and Gas Property:
|
|
|
|
|
|
|
||||||
Proved
|
|
$
|
427
|
|
|
$
|
7,389
|
|
|
$
|
6,068
|
|
Unproved
|
|
272
|
|
|
2,462
|
|
|
1,976
|
|
|
|
United States
|
|
Canada
|
|
Egypt
|
|
North Sea
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Goodwill at December 31, 2013
|
|
$
|
384
|
|
|
$
|
103
|
|
|
$
|
87
|
|
|
$
|
163
|
|
|
$
|
737
|
|
Divested
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|||||
Impairments
|
|
(244
|
)
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
(347
|
)
|
|||||
Goodwill at December 31, 2014
|
|
—
|
|
|
—
|
|
|
87
|
|
|
163
|
|
|
250
|
|
|||||
Impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
(163
|
)
|
|||||
Goodwill at December 31, 2015
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|||||
Impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill at December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
Changes to the Statement of Consolidated Operations and Statement of Consolidated Comprehensive Income (Loss)
|
||||||||||
For the Year Ended December 31, 2016
|
Under Full Cost
|
|
Changes*
|
|
As Reported Under Successful Efforts
|
||||||
|
(In millions, except per share data)
|
||||||||||
Oil revenues
|
$
|
3,983
|
|
|
$
|
189
|
|
|
$
|
4,172
|
|
Natural gas revenues
|
997
|
|
|
(30
|
)
|
|
967
|
|
|||
NGL revenues
|
228
|
|
|
—
|
|
|
228
|
|
|||
Oil and gas production revenues
|
5,208
|
|
|
159
|
|
|
5,367
|
|
|||
Other
|
(38
|
)
|
|
4
|
|
|
(34
|
)
|
|||
Gain on divestiture
|
17
|
|
|
4
|
|
|
21
|
|
|||
Exploration
|
—
|
|
|
473
|
|
|
473
|
|
|||
Depreciation, depletion, and amortization:
|
|
|
|
|
|
||||||
Oil and gas property and equipment
|
|
|
|
|
|
||||||
Recurring
|
1,974
|
|
|
486
|
|
|
2,460
|
|
|||
Additional
|
1,438
|
|
|
(1,438
|
)
|
|
—
|
|
|||
Impairments
|
677
|
|
|
426
|
|
|
1,103
|
|
|||
Financing costs, net
|
365
|
|
|
52
|
|
|
417
|
|
|||
Current income tax provision
|
232
|
|
|
159
|
|
|
391
|
|
|||
Deferred income tax benefit
|
(721
|
)
|
|
(112
|
)
|
|
(833
|
)
|
|||
NET LOSS FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST
|
(1,361
|
)
|
|
121
|
|
|
(1,240
|
)
|
|||
Net income (loss) attributable to noncontrolling interest
|
(26
|
)
|
|
158
|
|
|
132
|
|
|||
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
(1,335
|
)
|
|
(37
|
)
|
|
(1,372
|
)
|
|||
Net loss from discontinued operations, net of tax
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
(1,368
|
)
|
|
(37
|
)
|
|
(1,405
|
)
|
|||
|
|
|
|
|
|
||||||
Per Common Share
|
|
|
|
|
|
||||||
Basic and diluted net loss from continuing operations per share
|
$
|
(3.52
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(3.62
|
)
|
Basic and diluted net loss from discontinued operations per share
|
(0.09
|
)
|
|
—
|
|
|
(0.09
|
)
|
|||
Basic and diluted net loss per share
|
$
|
(3.61
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(3.71
|
)
|
|
|
|
|
|
|
||||||
Other Comprehensive Income
|
|
|
|
|
|
||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCK
|
(1,361
|
)
|
|
(37
|
)
|
|
(1,398
|
)
|
|
Changes to the Statement of Consolidated Operations and Statement of Consolidated Comprehensive Income (Loss)
|
||||||||||
For the Year Ended December 31, 2015
|
Under Full Cost
|
|
Changes*
|
|
As Reported Under Successful Efforts
|
||||||
|
(In millions, except per share data)
|
||||||||||
Oil revenues
|
$
|
4,999
|
|
|
$
|
108
|
|
|
$
|
5,107
|
|
Natural gas revenues
|
1,157
|
|
|
19
|
|
|
1,176
|
|
|||
NGL revenues
|
227
|
|
|
—
|
|
|
227
|
|
|||
Oil and gas production revenues
|
6,383
|
|
|
127
|
|
|
6,510
|
|
|||
Other
|
(76
|
)
|
|
174
|
|
|
98
|
|
|||
Gain on divestiture
|
59
|
|
|
222
|
|
|
281
|
|
|||
Exploration
|
—
|
|
|
2,771
|
|
|
2,771
|
|
|||
General and administrative
|
377
|
|
|
3
|
|
|
380
|
|
|||
Depreciation, depletion, and amortization:
|
|
|
|
|
|
||||||
Oil and gas property and equipment
|
|
|
|
|
|
||||||
Recurring
|
3,531
|
|
|
(555
|
)
|
|
2,976
|
|
|||
Additional
|
25,517
|
|
|
(25,517
|
)
|
|
—
|
|
|||
Impairments
|
1,920
|
|
|
7,552
|
|
|
9,472
|
|
|||
Financing costs, net
|
299
|
|
|
212
|
|
|
511
|
|
|||
Current income tax provision
|
309
|
|
|
126
|
|
|
435
|
|
|||
Deferred income tax benefit
|
(5,778
|
)
|
|
4,333
|
|
|
(1,445
|
)
|
|||
NET LOSS FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST
|
(22,757
|
)
|
|
11,598
|
|
|
(11,159
|
)
|
|||
Net loss attributable to noncontrolling interest
|
(409
|
)
|
|
94
|
|
|
(315
|
)
|
|||
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
(22,348
|
)
|
|
11,504
|
|
|
(10,844
|
)
|
|||
Net income (loss) from discontinued operations, net of tax
|
(771
|
)
|
|
1,263
|
|
|
492
|
|
|||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
(23,119
|
)
|
|
12,767
|
|
|
(10,352
|
)
|
|||
|
|
|
|
|
|
||||||
Per Common Share
|
|
|
|
|
|
||||||
Basic and diluted net loss from continuing operations per share
|
$
|
(59.16
|
)
|
|
$
|
30.46
|
|
|
$
|
(28.70
|
)
|
Basic and diluted net income (loss) from discontinued operations per share
|
(2.04
|
)
|
|
3.34
|
|
|
1.30
|
|
|||
Basic and diluted net loss per share
|
$
|
(61.20
|
)
|
|
$
|
33.80
|
|
|
$
|
(27.40
|
)
|
|
|
|
|
|
|
||||||
Other Comprehensive Income
|
|
|
|
|
|
||||||
Pension and postretirement benefit plan, net of tax
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCK
|
(23,119
|
)
|
|
12,764
|
|
|
(10,355
|
)
|
|
Changes to the Statement of Consolidated Operations and Statement of Consolidated Comprehensive Income (Loss)
|
||||||||||
For the Year Ended December 31, 2014
|
Under Full Cost
|
|
Changes*
|
|
As Reported Under Successful Efforts
|
||||||
|
(In millions, except per share data)
|
||||||||||
Oil revenues
|
$
|
10,040
|
|
|
$
|
70
|
|
|
$
|
10,110
|
|
Natural gas revenues
|
1,983
|
|
|
34
|
|
|
2,017
|
|
|||
NGL revenues
|
668
|
|
|
—
|
|
|
668
|
|
|||
Oil and gas production revenues
|
12,691
|
|
|
104
|
|
|
12,795
|
|
|||
Other
|
290
|
|
|
(5
|
)
|
|
285
|
|
|||
Loss on divestiture
|
(180
|
)
|
|
(1,428
|
)
|
|
(1,608
|
)
|
|||
Exploration
|
—
|
|
|
2,499
|
|
|
2,499
|
|
|||
General and administrative
|
451
|
|
|
2
|
|
|
453
|
|
|||
Depreciation, depletion, and amortization:
|
|
|
|
|
|
||||||
Oil and gas property and equipment
|
|
|
|
|
|
||||||
Recurring
|
4,388
|
|
|
(193
|
)
|
|
4,195
|
|
|||
Additional
|
5,001
|
|
|
(5,001
|
)
|
|
—
|
|
|||
Impairments
|
1,919
|
|
|
5,183
|
|
|
7,102
|
|
|||
Financing costs, net
|
211
|
|
|
202
|
|
|
413
|
|
|||
Current income tax provision
|
1,177
|
|
|
104
|
|
|
1,281
|
|
|||
Deferred income tax benefit
|
(514
|
)
|
|
(1,285
|
)
|
|
(1,799
|
)
|
|||
NET LOSS FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST
|
(3,472
|
)
|
|
(2,840
|
)
|
|
(6,312
|
)
|
|||
Net income attributable to noncontrolling interest
|
343
|
|
|
(2
|
)
|
|
341
|
|
|||
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
(3,815
|
)
|
|
(2,838
|
)
|
|
(6,653
|
)
|
|||
Net loss from discontinued operations, net of tax
|
(1,588
|
)
|
|
(119
|
)
|
|
(1,707
|
)
|
|||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
(5,403
|
)
|
|
(2,957
|
)
|
|
(8,360
|
)
|
|||
|
|
|
|
|
|
||||||
Per Common Share
|
|
|
|
|
|
||||||
Basic and diluted net loss from continuing operations per share
|
$
|
(9.93
|
)
|
|
$
|
(7.39
|
)
|
|
$
|
(17.32
|
)
|
Basic and diluted net loss from discontinued operations per share
|
(4.13
|
)
|
|
(0.31
|
)
|
|
(4.44
|
)
|
|||
Basic and diluted net loss per share
|
$
|
(14.06
|
)
|
|
$
|
(7.70
|
)
|
|
$
|
(21.76
|
)
|
|
|
|
|
|
|
||||||
Other Comprehensive Income
|
|
|
|
|
|
||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCK
|
$
|
(5,404
|
)
|
|
$
|
(2,957
|
)
|
|
$
|
(8,361
|
)
|
|
Changes to the Statement of Consolidated Cash Flows
|
||||||||||
For the Year Ended December 31, 2016
|
Under Full Cost
|
|
Changes*
|
|
As Reported Under Successful Efforts
|
||||||
|
(In millions)
|
||||||||||
Net loss including noncontrolling interest
|
$
|
(1,394
|
)
|
|
$
|
121
|
|
|
$
|
(1,273
|
)
|
Gain on divestitures, net
|
(17
|
)
|
|
(4
|
)
|
|
(21
|
)
|
|||
Exploratory dry hole expense and unproved leasehold impairments
|
—
|
|
|
353
|
|
|
353
|
|
|||
Depreciation, depletion, and amortization
|
3,570
|
|
|
(952
|
)
|
|
2,618
|
|
|||
Impairments
|
677
|
|
|
426
|
|
|
1,103
|
|
|||
Benefit from deferred income taxes
|
(721
|
)
|
|
(112
|
)
|
|
(833
|
)
|
|||
Changes in operating assets and liabilities
|
138
|
|
|
15
|
|
|
153
|
|
|||
Net cash provided by continuing operating activities
|
2,606
|
|
|
(153
|
)
|
|
2,453
|
|
|||
Additions to oil and gas property
|
(1,776
|
)
|
|
166
|
|
|
(1,610
|
)
|
|||
Net cash used in investing activities
|
(1,826
|
)
|
|
166
|
|
|
(1,660
|
)
|
|||
Other
|
6
|
|
|
(13
|
)
|
|
(7
|
)
|
|||
Net cash used in financing activities
|
(847
|
)
|
|
(13
|
)
|
|
(860
|
)
|
|||
NET DECREASE IN CASH
|
(90
|
)
|
|
—
|
|
|
(90
|
)
|
|||
BEGINNING CASH BALANCE
|
1,467
|
|
|
—
|
|
|
1,467
|
|
|||
ENDING CASH BALANCE
|
1,377
|
|
|
—
|
|
|
1,377
|
|
|
Changes to the Statement of Consolidated Cash Flows
|
||||||||||
For the Year Ended December 31, 2015
|
Under Full Cost
|
|
Changes*
|
|
As Reported Under Successful Efforts
|
||||||
|
(In millions)
|
||||||||||
Net loss including noncontrolling interest
|
$
|
(23,528
|
)
|
|
$
|
12,861
|
|
|
$
|
(10,667
|
)
|
Loss (income) from discontinued operations
|
771
|
|
|
(1,263
|
)
|
|
(492
|
)
|
|||
Gain on divestitures, net
|
(59
|
)
|
|
(222
|
)
|
|
(281
|
)
|
|||
Exploratory dry hole expense and unproved leasehold impairments
|
—
|
|
|
2,595
|
|
|
2,595
|
|
|||
Depreciation, depletion, and amortization
|
29,372
|
|
|
(26,072
|
)
|
|
3,300
|
|
|||
Impairments
|
1,920
|
|
|
7,552
|
|
|
9,472
|
|
|||
Other noncash items, net
|
161
|
|
|
(154
|
)
|
|
7
|
|
|||
Benefit from deferred income taxes
|
(5,778
|
)
|
|
4,333
|
|
|
(1,445
|
)
|
|||
Changes in operating assets and liabilities
|
(170
|
)
|
|
90
|
|
|
(80
|
)
|
|||
Net cash provided by operating activities - continuing operations
|
2,834
|
|
|
(280
|
)
|
|
2,554
|
|
|||
Net cash provided by operating activities - discontinued operations
|
150
|
|
|
(37
|
)
|
|
113
|
|
|||
Additions to oil and gas property
|
(4,578
|
)
|
|
370
|
|
|
(4,208
|
)
|
|||
Net cash used in investing activities - continuing operations
|
(3,659
|
)
|
|
370
|
|
|
(3,289
|
)
|
|||
Net cash provided by investing activities - discontinued operations
|
4,335
|
|
|
37
|
|
|
4,372
|
|
|||
NET INCREASE IN CASH
|
698
|
|
|
90
|
|
|
788
|
|
|||
BEGINNING CASH BALANCE
|
769
|
|
|
(90
|
)
|
|
679
|
|
|||
ENDING CASH BALANCE
|
1,467
|
|
|
—
|
|
|
1,467
|
|
|
Changes to the Statement of Consolidated Cash Flows
|
||||||||||
For the Year Ended December 31, 2014
|
Under Full Cost
|
|
Changes*
|
|
As Reported Under Successful Efforts
|
||||||
|
(In millions)
|
||||||||||
Net loss including noncontrolling interest
|
$
|
(5,060
|
)
|
|
$
|
(2,959
|
)
|
|
$
|
(8,019
|
)
|
Income from discontinued operations
|
1,588
|
|
|
119
|
|
|
1,707
|
|
|||
Loss on divestitures, net
|
180
|
|
|
1,428
|
|
|
1,608
|
|
|||
Exploratory dry hole expense and unproved leasehold impairments
|
—
|
|
|
2,294
|
|
|
2,294
|
|
|||
Depreciation, depletion, and amortization
|
9,720
|
|
|
(5,194
|
)
|
|
4,526
|
|
|||
Impairments
|
1,919
|
|
|
5,183
|
|
|
7,102
|
|
|||
Benefit from deferred income taxes
|
(514
|
)
|
|
(1,285
|
)
|
|
(1,799
|
)
|
|||
Changes in operating assets and liabilities
|
(239
|
)
|
|
(90
|
)
|
|
(329
|
)
|
|||
Net cash provided by operating activities - continuing operations
|
7,517
|
|
|
(504
|
)
|
|
7,013
|
|
|||
Net cash provided by operating activities - discontinued operations
|
944
|
|
|
—
|
|
|
944
|
|
|||
Additions to oil and gas property
|
(9,022
|
)
|
|
414
|
|
|
(8,608
|
)
|
|||
Net cash used in investing activities - continuing operations
|
(8,585
|
)
|
|
414
|
|
|
(8,171
|
)
|
|||
Net cash used in investing activities - discontinued operations
|
(219
|
)
|
|
—
|
|
|
(219
|
)
|
|||
NET DECREASE IN CASH
|
(1,137
|
)
|
|
(90
|
)
|
|
(1,227
|
)
|
|||
BEGINNING CASH BALANCE
|
1,906
|
|
|
—
|
|
|
1,906
|
|
|||
ENDING CASH BALANCE
|
769
|
|
|
(90
|
)
|
|
679
|
|
|
Changes to the Consolidated Balance Sheet
|
||||||||||
December 31, 2016
|
Under Full Cost
|
|
Changes*
|
|
As Reported Under Successful Efforts
|
||||||
|
(In millions)
|
||||||||||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
|
||||||
Property and equipment - cost
|
$
|
95,371
|
|
|
$
|
(48,622
|
)
|
|
$
|
46,749
|
|
Less: Accumulated depreciation, depletion, and amortization
|
(83,230
|
)
|
|
55,348
|
|
|
(27,882
|
)
|
|||
PROPERTY AND EQUIPMENT, NET
|
12,141
|
|
|
6,726
|
|
|
18,867
|
|
|||
TOTAL ASSETS
|
15,793
|
|
|
6,726
|
|
|
22,519
|
|
|||
Income taxes
|
353
|
|
|
1,357
|
|
|
1,710
|
|
|||
Paid-in capital
|
12,225
|
|
|
139
|
|
|
12,364
|
|
|||
Accumulated deficit
|
(8,521
|
)
|
|
5,136
|
|
|
(3,385
|
)
|
|||
Accumulated other comprehensive loss
|
(109
|
)
|
|
(3
|
)
|
|
(112
|
)
|
|||
Noncontrolling interest
|
1,344
|
|
|
97
|
|
|
1,441
|
|
|||
TOTAL EQUITY
|
2,310
|
|
|
5,369
|
|
|
7,679
|
|
|
Changes to the Consolidated Balance Sheet
|
||||||||||
December 31, 2015
|
Under Full Cost
|
|
Changes*
|
|
As Reported Under Successful Efforts
|
||||||
|
(In millions)
|
||||||||||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
|
||||||
Property and equipment - cost
|
$
|
93,825
|
|
|
$
|
(47,675
|
)
|
|
$
|
46,150
|
|
Less: Accumulated depreciation, depletion, and amortization
|
(79,706
|
)
|
|
54,394
|
|
|
(25,312
|
)
|
|||
PROPERTY AND EQUIPMENT, NET
|
14,119
|
|
|
6,719
|
|
|
20,838
|
|
|||
TOTAL ASSETS
|
18,781
|
|
|
6,719
|
|
|
25,500
|
|
|||
Income taxes
|
1,072
|
|
|
1,457
|
|
|
2,529
|
|
|||
Paid-in capital
|
12,467
|
|
|
152
|
|
|
12,619
|
|
|||
Accumulated deficit
|
(7,153
|
)
|
|
5,173
|
|
|
(1,980
|
)
|
|||
Accumulated other comprehensive loss
|
(116
|
)
|
|
(3
|
)
|
|
(119
|
)
|
|||
Noncontrolling interest
|
1,662
|
|
|
(60
|
)
|
|
1,602
|
|
|||
TOTAL EQUITY
|
4,228
|
|
|
5,262
|
|
|
9,490
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Revenues and other from discontinued operations
|
|
$
|
—
|
|
|
$
|
288
|
|
|
$
|
1,050
|
|
Impairment on Woodside sale
|
|
$
|
—
|
|
|
$
|
(49
|
)
|
|
$
|
(833
|
)
|
Loss on Woodside sale
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on Consortium sale
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|||
Income (loss) from divested Australian operations
|
|
—
|
|
|
28
|
|
|
(12
|
)
|
|||
Income tax benefit (expense)
|
|
—
|
|
|
652
|
|
|
(231
|
)
|
|||
Income (loss) from Australian discontinued operations, net of tax
|
|
$
|
(23
|
)
|
|
$
|
492
|
|
|
$
|
(1,076
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Revenues and other from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87
|
|
Loss from Argentina divestiture
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
(654
|
)
|
Loss from operations in Argentina
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
23
|
|
|||
Loss from discontinued operations, net of tax
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
(632
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Balance at January 1
|
|
$
|
245
|
|
|
$
|
849
|
|
|
$
|
630
|
|
Additions pending determination of proved reserves
|
|
249
|
|
|
382
|
|
|
622
|
|
|||
Divestitures and other
|
|
—
|
|
|
(557
|
)
|
|
(54
|
)
|
|||
Reclassifications to proved properties
|
|
(211
|
)
|
|
(369
|
)
|
|
(207
|
)
|
|||
Charged to exploration expense
|
|
(19
|
)
|
|
(60
|
)
|
|
(142
|
)
|
|||
Balance at December 31
(1)
|
|
$
|
264
|
|
|
$
|
245
|
|
|
$
|
849
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Exploratory well costs capitalized for a period of one year or less
|
|
$
|
119
|
|
|
$
|
184
|
|
|
$
|
504
|
|
Exploratory well costs capitalized for a period greater than one year
|
|
145
|
|
|
61
|
|
|
345
|
|
|||
Balance at December 31
(1)
|
|
$
|
264
|
|
|
$
|
245
|
|
|
$
|
849
|
|
|
|
|
|
|
|
|
||||||
Number of projects with exploratory well costs capitalized for a period greater than one year
|
|
3
|
|
|
2
|
|
|
18
|
|
|
|
|
|
|
|
|
|
2013 and
|
||||||||
|
|
Total
|
|
2015
|
|
2014
|
|
Prior
|
||||||||
|
|
|||||||||||||||
North Sea
|
|
$
|
113
|
|
|
$
|
53
|
|
|
$
|
58
|
|
|
$
|
2
|
|
Other International
|
|
32
|
|
|
28
|
|
|
3
|
|
|
1
|
|
||||
|
|
$
|
145
|
|
|
$
|
81
|
|
|
$
|
61
|
|
|
$
|
3
|
|
|
|
Gain (Loss) on Derivatives
Recognized in Income
|
|
For the Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
(In millions)
|
||||||||||
Derivatives not designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Realized loss
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
Unrealized gain (loss)
|
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|||
Gain (loss) on derivatives not designated as cash flow hedges
|
|
Revenues and Other: Other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
284
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Accrued operating expenses
|
|
$
|
110
|
|
|
$
|
139
|
|
Accrued exploration and development
|
|
463
|
|
|
637
|
|
||
Accrued compensation and benefits
|
|
201
|
|
|
166
|
|
||
Accrued interest
|
|
145
|
|
|
144
|
|
||
Accrued income taxes
|
|
22
|
|
|
47
|
|
||
Current asset retirement obligation
|
|
66
|
|
|
36
|
|
||
Current debt
|
|
—
|
|
|
1
|
|
||
Refundable deposits
|
|
174
|
|
|
—
|
|
||
Other
|
|
77
|
|
|
53
|
|
||
Total Other current liabilities
|
|
$
|
1,258
|
|
|
$
|
1,223
|
|
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Asset retirement obligation at beginning of year
|
|
$
|
2,598
|
|
|
$
|
2,952
|
|
Liabilities incurred
|
|
41
|
|
|
68
|
|
||
Liabilities divested
|
|
(7
|
)
|
|
(490
|
)
|
||
Liabilities settled
|
|
(57
|
)
|
|
(90
|
)
|
||
Accretion expense
|
|
156
|
|
|
158
|
|
||
Revisions in estimated liabilities
|
|
(233
|
)
|
|
—
|
|
||
Asset retirement obligation at end of year
|
|
2,498
|
|
|
2,598
|
|
||
Less current portion
|
|
(66
|
)
|
|
(36
|
)
|
||
Asset retirement obligation, long-term
|
|
$
|
2,432
|
|
|
$
|
2,562
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
—
|
|
6.9% notes due 2018
(1)
|
|
400
|
|
|
400
|
|
||
7.0% notes due 2018
|
|
150
|
|
|
150
|
|
||
7.625% notes due 2019
|
|
150
|
|
|
150
|
|
||
3.625% notes due 2021
(1)
|
|
493
|
|
|
500
|
|
||
3.25% notes due 2022
(1)
|
|
857
|
|
|
919
|
|
||
2.625% notes due 2023
(1)
|
|
528
|
|
|
531
|
|
||
7.7% notes due 2026
|
|
100
|
|
|
100
|
|
||
7.95% notes due 2026
|
|
180
|
|
|
180
|
|
||
6.0% notes due 2037
(1)
|
|
1,000
|
|
|
1,000
|
|
||
5.1% notes due 2040
(1)
|
|
1,499
|
|
|
1,500
|
|
||
5.25% notes due 2042
(1)
|
|
500
|
|
|
500
|
|
||
4.75% notes due 2043
(1)
|
|
1,413
|
|
|
1,500
|
|
||
4.25% notes due 2044
(1)
|
|
780
|
|
|
800
|
|
||
7.375% debentures due 2047
|
|
150
|
|
|
150
|
|
||
7.625% debentures due 2096
|
|
150
|
|
|
150
|
|
||
|
|
8,350
|
|
|
8,530
|
|
||
Subsidiary and other obligations:
|
|
|
|
|
||||
Notes due in 2017
|
|
—
|
|
|
1
|
|
||
Apache Finance Canada 7.75% notes due 2029
|
|
300
|
|
|
300
|
|
||
|
|
300
|
|
|
301
|
|
||
Debt before unamortized discount and debt issuance costs
|
|
8,650
|
|
|
8,831
|
|
||
Unamortized discount
|
|
(50
|
)
|
|
(53
|
)
|
||
Debt issuance costs
|
|
(56
|
)
|
|
(61
|
)
|
||
Total debt
|
|
8,544
|
|
|
8,717
|
|
||
Current maturities
|
|
—
|
|
|
(1
|
)
|
||
Long-term debt
|
|
$
|
8,544
|
|
|
$
|
8,716
|
|
(1)
|
These notes are redeemable, as a whole or in part, at Apache’s option, subject to a make-whole premium. The remaining notes and debentures are not redeemable.
|
(1)
|
In January 2017, Apache purchased and canceled
$69 million
aggregate principal amount of senior notes (see overview above), which reduces “Thereafter” and “Total Debt” maturities to
$7.4 billion
and
$8.6 billion
, respectively, as of January 31, 2017.
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes and debentures
|
|
8,544
|
|
|
9,183
|
|
|
8,717
|
|
|
8,330
|
|
||||
Total Debt
|
|
$
|
8,544
|
|
|
$
|
9,183
|
|
|
$
|
8,717
|
|
|
$
|
8,330
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Interest expense
|
|
$
|
464
|
|
|
$
|
486
|
|
|
$
|
499
|
|
Amortization of deferred loan costs
|
|
8
|
|
|
11
|
|
|
6
|
|
|||
Capitalized interest
|
|
(48
|
)
|
|
(15
|
)
|
|
(85
|
)
|
|||
Loss on extinguishment of debt
|
|
1
|
|
|
39
|
|
|
—
|
|
|||
Interest income
|
|
(8
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|||
Financing costs, net
|
|
$
|
417
|
|
|
$
|
511
|
|
|
$
|
413
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
U.S.
|
|
$
|
(997
|
)
|
|
$
|
(9,386
|
)
|
|
$
|
(4,807
|
)
|
Foreign
|
|
(685
|
)
|
|
(2,783
|
)
|
|
(2,023
|
)
|
|||
Total
|
|
$
|
(1,682
|
)
|
|
$
|
(12,169
|
)
|
|
$
|
(6,830
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(14
|
)
|
|
$
|
363
|
|
|
$
|
(10
|
)
|
State
|
|
(30
|
)
|
|
41
|
|
|
1
|
|
|||
Foreign
|
|
435
|
|
|
31
|
|
|
1,290
|
|
|||
|
|
391
|
|
|
435
|
|
|
1,281
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
(257
|
)
|
|
(1,123
|
)
|
|
(671
|
)
|
|||
State
|
|
—
|
|
|
(51
|
)
|
|
(45
|
)
|
|||
Foreign
|
|
(576
|
)
|
|
(271
|
)
|
|
(1,083
|
)
|
|||
|
|
(833
|
)
|
|
(1,445
|
)
|
|
(1,799
|
)
|
|||
Total
|
|
$
|
(442
|
)
|
|
$
|
(1,010
|
)
|
|
$
|
(518
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Income tax expense (benefit) at U.S. statutory rate
|
|
$
|
(589
|
)
|
|
$
|
(4,259
|
)
|
|
$
|
(2,391
|
)
|
State income tax, less federal effect
(1)
|
|
(19
|
)
|
|
(7
|
)
|
|
(28
|
)
|
|||
Taxes related to foreign operations
|
|
303
|
|
|
(662
|
)
|
|
(147
|
)
|
|||
Tax credits
|
|
(1
|
)
|
|
(6
|
)
|
|
—
|
|
|||
Tax on distributed foreign earnings
|
|
80
|
|
|
726
|
|
|
311
|
|
|||
Foreign tax credits
|
|
(136
|
)
|
|
(2,090
|
)
|
|
—
|
|
|||
Deferred tax on undistributed foreign earnings
|
|
(31
|
)
|
|
1,903
|
|
|
560
|
|
|||
Tax impact of goodwill adjustments
|
|
—
|
|
|
82
|
|
|
161
|
|
|||
Change in U.K. tax rate
|
|
(238
|
)
|
|
(414
|
)
|
|
—
|
|
|||
Net change in tax contingencies
|
|
(19
|
)
|
|
20
|
|
|
(3
|
)
|
|||
Canadian USD functional currency election
|
|
158
|
|
|
—
|
|
|
—
|
|
|||
Valuation allowances
(1)
|
|
10
|
|
|
3,746
|
|
|
1,021
|
|
|||
All other, net
|
|
40
|
|
|
(49
|
)
|
|
(2
|
)
|
|||
|
|
$
|
(442
|
)
|
|
$
|
(1,010
|
)
|
|
$
|
(518
|
)
|
(1)
|
The change in state valuation allowance is included as a component of state income tax.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
||||
Deferred income
|
|
$
|
105
|
|
|
$
|
20
|
|
U.S. and state net operating losses
|
|
1,095
|
|
|
329
|
|
||
Foreign net operating losses
|
|
1,424
|
|
|
1,507
|
|
||
Tax credits and other tax incentives
|
|
62
|
|
|
82
|
|
||
Foreign tax credits
|
|
2,226
|
|
|
2,090
|
|
||
Accrued expenses and liabilities
|
|
153
|
|
|
136
|
|
||
Asset retirement obligation
|
|
875
|
|
|
1,037
|
|
||
Property and equipment
|
|
1,189
|
|
|
1,534
|
|
||
Total deferred tax assets
|
|
7,129
|
|
|
6,735
|
|
||
Valuation allowance
|
|
(5,401
|
)
|
|
(5,434
|
)
|
||
Net deferred tax assets
|
|
1,728
|
|
|
1,301
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Deferred income
|
|
—
|
|
|
140
|
|
||
Investment in foreign subsidiaries
|
|
1,872
|
|
|
1,903
|
|
||
Equity investments
|
|
23
|
|
|
5
|
|
||
Property and equipment
|
|
1,533
|
|
|
1,773
|
|
||
Other
|
|
5
|
|
|
4
|
|
||
Total deferred tax liabilities
|
|
3,433
|
|
|
3,825
|
|
||
Net deferred income tax liability
|
|
$
|
1,705
|
|
|
$
|
2,524
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
Assets:
|
|
|
|
|
||||
Deferred charges and other
|
|
$
|
5
|
|
|
$
|
5
|
|
Liabilities:
|
|
|
|
|
||||
Deferred income taxes
|
|
1,710
|
|
|
2,529
|
|
||
Net deferred income tax liability
|
|
$
|
1,705
|
|
|
$
|
2,524
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Balance at beginning of year
|
|
$
|
5,434
|
|
|
$
|
1,564
|
|
|
$
|
598
|
|
State
(1)
|
|
(43
|
)
|
|
151
|
|
|
62
|
|
|||
U.S.
|
|
139
|
|
|
2,159
|
|
|
—
|
|
|||
Foreign
(2)
|
|
(129
|
)
|
|
1,560
|
|
|
1,021
|
|
|||
Discontinued operations
(3)
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|||
Balance at end of year
|
|
$
|
5,401
|
|
|
$
|
5,434
|
|
|
$
|
1,564
|
|
(1)
|
Reported as a component of state income taxes.
|
(2)
|
In 2015, Apache’s subsidiaries completed the sale of its interest in the Kitimat LNG project. As such, the deferred tax assets, liabilities, and valuation allowance related to the project were removed for 2015.
|
(3)
|
In 2014, Apache’s subsidiaries completed the sale of all of the Company’s operations in Argentina. As such, the deferred tax assets, liabilities, and valuation allowance related to Argentina were removed for 2014.
|
|
|
Amount
|
|
Expiration
|
||
|
|
(In millions)
|
|
|
||
Net operating losses:
|
|
|
|
|
||
U.S.
|
|
$
|
2,452
|
|
|
2018 - 2037
|
State
|
|
4,774
|
|
|
Various
|
|
Canada
|
|
125
|
|
|
2028 - 2035
|
|
|
Amount
|
|
Expiration
|
||
|
|
(In millions)
|
|
|
||
Foreign tax credits
|
|
$
|
2,226
|
|
|
2025-2026
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Balance at beginning of year
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Additions based on tax positions related to the current year
|
|
15
|
|
|
19
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
|
(19
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Balance at end of year
|
|
$
|
15
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
|
U.S.
|
2012
|
Canada
|
2012
|
Egypt
|
1998
|
U.K.
|
2014
|
Net Minimum Commitments
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
2022 &
Beyond
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Drilling rigs
|
|
$
|
244
|
|
|
$
|
177
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchase obligations
(1)
|
|
680
|
|
|
119
|
|
|
287
|
|
|
250
|
|
|
24
|
|
|||||
Operating lease obligations
(2)
|
|
258
|
|
|
56
|
|
|
95
|
|
|
37
|
|
|
70
|
|
|||||
Capital lease obligations
|
|
$
|
43
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
36
|
|
Total Net Minimum Commitments
|
|
$
|
1,225
|
|
|
$
|
353
|
|
|
$
|
452
|
|
|
$
|
290
|
|
|
$
|
130
|
|
(1)
|
Includes minimum commitments associated with long-term take-or-pay contracts, NGL processing agreements, drilling work program commitments, and agreements to secure capacity rights on third-party pipelines.
|
(2)
|
Amounts include long-term lease payments for office space, aircraft, supply and standby vessels, gas pipeline and land leases, and equipment related to exploration, development, and production activities, such as compressors. The Company expects to receive
$10 million
in sublease income associated with these leases.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation beginning of year
|
|
$
|
202
|
|
|
$
|
26
|
|
|
$
|
216
|
|
|
$
|
22
|
|
|
$
|
189
|
|
|
$
|
28
|
|
Service cost
|
|
4
|
|
|
2
|
|
|
5
|
|
|
2
|
|
|
5
|
|
|
3
|
|
||||||
Interest cost
|
|
7
|
|
|
1
|
|
|
8
|
|
|
1
|
|
|
9
|
|
|
1
|
|
||||||
Foreign currency exchange rate changes
|
|
(39
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
||||||
Actuarial losses (gains)
|
|
32
|
|
|
(2
|
)
|
|
(10
|
)
|
|
—
|
|
|
31
|
|
|
(9
|
)
|
||||||
Effect of curtailment and settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(2
|
)
|
||||||
Retiree contributions
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Projected benefit obligation at end of year
|
|
202
|
|
|
26
|
|
|
202
|
|
|
26
|
|
|
216
|
|
|
22
|
|
||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
|
197
|
|
|
—
|
|
|
206
|
|
|
—
|
|
|
191
|
|
|
—
|
|
||||||
Actual return on plan assets
|
|
46
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||||
Foreign currency exchange rates
|
|
(39
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
||||||
Employer contributions
|
|
6
|
|
|
1
|
|
|
7
|
|
|
1
|
|
|
8
|
|
|
1
|
|
||||||
Benefits paid
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(2
|
)
|
||||||
Retiree contributions
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Fair value of plan assets at end of year
|
|
206
|
|
|
—
|
|
|
197
|
|
|
—
|
|
|
206
|
|
|
—
|
|
||||||
Funded status at end of year
|
|
$
|
4
|
|
|
$
|
(26
|
)
|
|
$
|
(5
|
)
|
|
$
|
(26
|
)
|
|
$
|
(10
|
)
|
|
$
|
(22
|
)
|
Amounts recognized in Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liability
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Non-current asset (liability)
|
|
4
|
|
|
(24
|
)
|
|
(5
|
)
|
|
(24
|
)
|
|
(10
|
)
|
|
(21
|
)
|
||||||
|
|
$
|
4
|
|
|
$
|
(26
|
)
|
|
$
|
(5
|
)
|
|
$
|
(26
|
)
|
|
$
|
(10
|
)
|
|
$
|
(22
|
)
|
Pre-tax Amounts Recognized in Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated gain (loss)
|
|
$
|
(25
|
)
|
|
$
|
9
|
|
|
$
|
(32
|
)
|
|
$
|
9
|
|
|
$
|
(37
|
)
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted Average Assumptions used as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
2.70
|
%
|
|
3.76
|
%
|
|
3.90
|
%
|
|
3.95
|
%
|
|
3.70
|
%
|
|
3.62
|
%
|
||||||
Salary increases
|
|
4.80
|
%
|
|
N/A
|
|
|
4.60
|
%
|
|
N/A
|
|
|
4.60
|
%
|
|
N/A
|
|
||||||
Expected return on assets
|
|
3.40
|
%
|
|
N/A
|
|
|
4.10
|
%
|
|
N/A
|
|
|
3.90
|
%
|
|
N/A
|
|
||||||
Healthcare cost trend
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Initial
|
|
N/A
|
|
|
7.00
|
%
|
|
N/A
|
|
|
7.00
|
%
|
|
N/A
|
|
|
7.00
|
%
|
||||||
Ultimate in 2025
|
|
N/A
|
|
|
5.00
|
%
|
|
N/A
|
|
|
5.00
|
%
|
|
N/A
|
|
|
5.00
|
%
|
|
|
Target
Allocation
|
|
Percentage of
Plan Assets at
Year-End
|
|||||
|
|
2016
|
|
2016
|
|
2015
|
|||
Asset Category
|
|
|
|
|
|
|
|||
Equity securities:
|
|
|
|
|
|
|
|||
U.K. quoted equities
|
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Overseas quoted equities
|
|
26
|
%
|
|
26
|
%
|
|
26
|
%
|
Total equity securities
|
|
40
|
%
|
|
40
|
%
|
|
40
|
%
|
Debt securities:
|
|
|
|
|
|
|
|||
U.K. Government bonds
|
|
47
|
%
|
|
47
|
%
|
|
48
|
%
|
U.K. corporate bonds
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
Debt securities
|
|
59
|
%
|
|
59
|
%
|
|
60
|
%
|
Cash
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Fair Value Measurements Using:
|
|
|
||||||||||||
|
|
Quoted Price
in Active
Markets
(Level 1)
|
|
Significant
Other Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total Fair
Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.K. quoted equities
(1)
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
Overseas quoted equities
(2)
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||
Total equity securities
|
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.K. Government bonds
(3)
|
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
||||
U.K. corporate bonds
(4)
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Total debt securities
|
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
||||
Cash
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Fair value of plan assets
|
|
$
|
206
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
206
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.K. quoted equities
(1)
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
Overseas quoted equities
(2)
|
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||
Total equity securities
|
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.K. Government bonds
(3)
|
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
||||
U.K. corporate bonds
(4)
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
Total debt securities
|
|
117
|
|
|
—
|
|
|
—
|
|
|
117
|
|
||||
Fair value of plan assets
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197
|
|
(1)
|
This category comprises U.K. passive equities, which are benchmarked against the FTSE 350 Index.
|
(2)
|
This category includes overseas equities, which comprises
30 percent
passive global equities benchmarked against the MSCI World (NDR) Index,
12 percent
passive global equities (hedged) benchmarked against the MSCI World (NDR) Hedged Index,
30 percent
fundamental indexation global equities benchmarked against the FTSE RAFI Developed 1000 index,
12 percent
fundamental indexation global equities (hedged) benchmarked against the FTSE RAFI Developed 1000 Hedge Index, and
16 percent
emerging markets benchmarked against the MSCI Emerging Markets (NDR) Index, which has a performance target of
2 percent
per annum over the benchmark over a rolling
three
-year period.
|
(3)
|
This category includes U.K. Government bonds, which comprises
48 percent
index-linked gilts benchmarked against the FTSE Actuaries Government Securities Index-Linked Over
5
Years Index,
37 percent
sterling nominal LDI bonds, and
15 percent
sterling inflation linked LDI bonds, both benchmarked against ILIM Custom Benchmark index.
|
(4)
|
This category comprises U.K. corporate bonds:
12 percent
benchmarked against the BofAML Sterling Corporate & Collaterlised (excluding Subordinated) Index with a performance target of
0.75 percent
per annum over the benchmark over a rolling
five
-year period.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Component of Net Periodic Benefit Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
3
|
|
Interest cost
|
|
7
|
|
|
1
|
|
|
8
|
|
|
1
|
|
|
9
|
|
|
1
|
|
||||||
Expected return on assets
|
|
(7
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||||
Amortization of actuarial (gain) loss
|
|
1
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Curtailment (gain) loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Weighted Average Assumptions used to determine Net Period Benefit Cost for the Years ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
3.90
|
%
|
|
3.95
|
%
|
|
3.70
|
%
|
|
3.62
|
%
|
|
4.60
|
%
|
|
4.33
|
%
|
||||||
Salary increases
|
|
4.60
|
%
|
|
N/A
|
|
|
4.60
|
%
|
|
N/A
|
|
|
4.90
|
%
|
|
N/A
|
|
||||||
Expected return on assets
|
|
4.10
|
%
|
|
N/A
|
|
|
3.90
|
%
|
|
N/A
|
|
|
5.60
|
%
|
|
N/A
|
|
||||||
Healthcare cost trend
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Initial
|
|
N/A
|
|
|
7.00
|
%
|
|
N/A
|
|
|
7.00
|
%
|
|
N/A
|
|
|
7.00
|
%
|
||||||
Ultimate in 2025
|
|
N/A
|
|
|
5.00
|
%
|
|
N/A
|
|
|
5.00
|
%
|
|
N/A
|
|
|
5.00
|
%
|
|
|
Postretirement Benefits
|
||||||
|
|
1% Increase
|
|
1% Decrease
|
||||
|
|
(In millions)
|
||||||
Effect on service and interest cost components
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Effect on postretirement benefit obligation
|
|
5
|
|
|
(4
|
)
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
|
|
(In millions)
|
||||||
2017
|
|
$
|
4
|
|
|
$
|
2
|
|
2018
|
|
4
|
|
|
2
|
|
||
2019
|
|
4
|
|
|
2
|
|
||
2020
|
|
4
|
|
|
2
|
|
||
2021
|
|
4
|
|
|
2
|
|
||
Years 2022-2026
|
|
24
|
|
|
9
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Balance, beginning of year
|
|
378,034,175
|
|
|
376,504,892
|
|
|
395,772,908
|
|
Shares issued for stock-based compensation plans:
|
|
|
|
|
|
|
|||
Treasury shares issued
|
|
11,504
|
|
|
17,525
|
|
|
17,454
|
|
Common shares issued
|
|
1,393,997
|
|
|
1,511,758
|
|
|
1,665,259
|
|
Treasury shares acquired
|
|
—
|
|
|
—
|
|
|
(20,950,729
|
)
|
Balance, end of year
|
|
379,439,676
|
|
|
378,034,175
|
|
|
376,504,892
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
|
Loss
|
|
Shares
|
|
Per Share
|
|
Income (Loss)
|
|
Shares
|
|
Per Share
|
|
Loss
|
|
Shares
|
|
Per Share
|
|||||||||||||||
|
|
(In millions, except per share amounts)
|
|||||||||||||||||||||||||||||||
Basic and Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loss from continuing operations
|
|
$
|
(1,372
|
)
|
|
379
|
|
|
$
|
(3.62
|
)
|
|
$
|
(10,844
|
)
|
|
378
|
|
|
$
|
(28.70
|
)
|
|
$
|
(6,653
|
)
|
|
384
|
|
|
$
|
(17.32
|
)
|
Income (loss) from discontinued operations
|
|
(33
|
)
|
|
379
|
|
|
(0.09
|
)
|
|
492
|
|
|
378
|
|
|
1.30
|
|
|
(1,707
|
)
|
|
384
|
|
|
(4.44
|
)
|
||||||
Loss attributable to common stock
|
|
$
|
(1,405
|
)
|
|
379
|
|
|
$
|
(3.71
|
)
|
|
$
|
(10,352
|
)
|
|
378
|
|
|
$
|
(27.40
|
)
|
|
$
|
(8,360
|
)
|
|
384
|
|
|
$
|
(21.76
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Stock-based compensation expensed
|
|
$
|
131
|
|
|
$
|
100
|
|
|
$
|
148
|
|
Stock-based compensation capitalized
|
|
40
|
|
|
53
|
|
|
62
|
|
|||
Total stock-based compensation costs
|
|
$
|
171
|
|
|
$
|
153
|
|
|
$
|
210
|
|
|
|
2016
|
|||||
|
|
Shares
Under Option
|
|
Weighted Average
Exercise Price
|
|||
|
|
(In thousands)
|
|
|
|||
Outstanding, beginning of year
|
|
4,931
|
|
|
$
|
91.52
|
|
Granted
|
|
873
|
|
|
41.24
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
Forfeited or expired
|
|
(691
|
)
|
|
76.99
|
|
|
Outstanding, end of year
(1)
|
|
5,113
|
|
|
84.89
|
|
|
Expected to vest
(2)
|
|
887
|
|
|
46.88
|
|
|
Exercisable, end of year
(3)
|
|
4,177
|
|
|
93.40
|
|
(1)
|
As of
December 31, 2016
, options outstanding had a weighted average remaining contractual life of
4.6
years and aggregate intrinsic value of
$18 million
.
|
(2)
|
As of
December 31, 2016
, options expected to vest had a weighted average remaining contractual life of
8.7
years and aggregate intrinsic value of
$17 million
.
|
(3)
|
As of
December 31, 2016
, options exercisable had a weighted average remaining contractual life of
3.7
years and aggregate intrinsic value of
nil
.
|
|
|
2016
|
|
2015
|
|
2014
|
||
Expected volatility
|
|
32.72
|
%
|
|
N/A
|
|
N/A
|
|
Expected dividend yields
|
|
2.42
|
%
|
|
N/A
|
|
N/A
|
|
Expected term (in years)
|
|
6
|
|
|
N/A
|
|
N/A
|
|
Risk-free rate
|
|
1.44
|
%
|
|
N/A
|
|
N/A
|
|
Weighted-average grant-date fair value
|
|
$
|
10.38
|
|
|
N/A
|
|
N/A
|
|
|
Shares
|
|
Weighted-
Average Grant-
Date Fair Value
|
|||
|
|
(In thousands)
|
|
|
|||
Non-vested at January 1, 2016
|
|
4,570
|
|
|
$
|
70.86
|
|
Granted
|
|
4,049
|
|
|
47.37
|
|
|
Vested
|
|
(2,081
|
)
|
|
72.59
|
|
|
Forfeited
|
|
(476
|
)
|
|
58.05
|
|
|
Non-vested at December 31, 2016
|
|
6,062
|
|
|
55.55
|
|
•
|
In January 2013, the Company’s Board of Directors approved the 2013 TSR Program, pursuant to the 2011 Plan. In January 2013, eligible employees received initial conditional restricted stock unit awards totaling
1,232,176
units. In May 2013, the Company’s Board of Directors canceled
918,016
awards under the 2013 Performance Program for nonexecutive employees. Based on measurements of total shareholder return relative to the designated peer group at December 31, 2015, shares were paid out at
70 percent
of target. A total of
29,957
awards were outstanding at
December 31, 2016
.
|
•
|
In January 2014, the Company’s Board of Directors approved the 2014 TSR Program, pursuant to the 2011 Plan. In January 2014, eligible employees received initial conditional restricted stock unit awards totaling
157,406
units. Based on measurements of total shareholder return relative to the designated peer group at December 31, 2016, shares were paid out at
100 percent
of target. A total of
47,867
awards were outstanding at
December 31, 2016
.
|
|
|
Shares
|
|
Weighted-
Average Grant-
Date Fair
Value
(1)
|
|||
|
|
(In thousands)
|
|
|
|||
Non-vested at January 1, 2016
|
|
172
|
|
|
$
|
78.22
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Vested
|
|
(34
|
)
|
|
76.07
|
|
|
Forfeited or expired
|
|
(60
|
)
|
|
71.20
|
|
|
Non-vested at December 31, 2016
|
|
78
|
|
|
77.10
|
|
(1)
|
The fair value of each conditional restricted stock unit award is estimated as of the date of grant using a Monte Carlo simulation with the following assumptions used for all grants made under the plan: (i) a three-year continuous risk-free interest rate; (ii) a constant volatility assumption based on the historical realized stock price volatility of the Company and the designated peer group; and (iii) the historical stock prices and expected dividends of the common stock of the Company and its designated peer group.
|
•
|
In February 2015, the Company’s Board of Directors approved the 2015 Business Performance Program, pursuant to the 2011 Plan. Eligible employees received initial conditional restricted stock unit awards totaling
602,304
units. The actual amount of shares awarded will be between
zero
and
150 percent
of target. A total of
431,707
units were outstanding as of
December 31, 2016
, from which a minimum of
zero
and a maximum of
647,561
shares could be awarded.
|
•
|
In January 2016, the Company’s Board of Directors approved the 2016 Business Performance Program, pursuant to the 2011 Plan. Eligible employees received the initial conditional restricted stock unit totaling
871,369
. The actual amount of shares awarded will be between
zero
and
200 percent
of target. A total of
793,442
units were outstanding as of
December 31, 2016
, from which a minimum of
zero
and a maximum of
1,586,884
shares could be awarded.
|
|
|
Shares
|
|
Weighted
Average Grant-
Date Fair
Value
(1)
|
|||
|
|
(In thousands)
|
|
|
|||
Non-vested at January 1, 2016
|
|
501
|
|
|
$
|
66.53
|
|
Granted
|
|
871
|
|
|
34.19
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited or expired
|
|
(147
|
)
|
|
45.65
|
|
|
Non-vested at December 31, 2016
|
|
1,225
|
|
|
45.60
|
|
(1)
|
The fair value of each conditional restricted stock unit award is estimated as of the date of grant using a Monte Carlo simulation with the following assumptions used for all grants made under the plan: (i) a three-year continuous risk-free interest rate; (ii) a constant volatility assumption based on the historical realized stock price volatility of the Company and the designated peer group; and (iii) the historical stock prices and expected dividends of the common stock of the Company and its designated peer group.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Currency translation adjustment
(1)
|
|
$
|
(109
|
)
|
|
$
|
(109
|
)
|
|
$
|
(109
|
)
|
Unfunded pension and postretirement benefit plan (Note 11)
|
|
(3
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|||
Accumulated other comprehensive loss
|
|
$
|
(112
|
)
|
|
$
|
(119
|
)
|
|
$
|
(116
|
)
|
(1)
|
Currency translation adjustments resulting from translating the Canadian subsidiaries’ financial statements into U.S. dollar equivalents, prior to adoption of the U.S. dollar as their functional currency, were reported separately and accumulated in other comprehensive income (loss).
|
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
North Sea
|
|
Other
International
|
|
Total
(1)
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas production revenues
|
|
$
|
1,997
|
|
|
$
|
343
|
|
|
$
|
2,057
|
|
|
$
|
970
|
|
|
$
|
—
|
|
|
$
|
5,367
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease operating expenses
|
|
553
|
|
|
181
|
|
|
446
|
|
|
314
|
|
|
—
|
|
|
1,494
|
|
||||||
Gathering and transportation
|
|
80
|
|
|
68
|
|
|
44
|
|
|
8
|
|
|
—
|
|
|
200
|
|
||||||
Taxes other than income
|
|
139
|
|
|
20
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
126
|
|
||||||
Depreciation, depletion, and amortization
|
|
1,138
|
|
|
183
|
|
|
778
|
|
|
519
|
|
|
—
|
|
|
2,618
|
|
||||||
Exploration
|
|
285
|
|
|
88
|
|
|
48
|
|
|
37
|
|
|
15
|
|
|
473
|
|
||||||
Asset retirement obligation accretion
|
|
34
|
|
|
47
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
156
|
|
||||||
Impairments
|
|
80
|
|
|
367
|
|
|
1
|
|
|
655
|
|
|
—
|
|
|
1,103
|
|
||||||
Operating Income (Loss)
|
|
$
|
(312
|
)
|
|
$
|
(611
|
)
|
|
$
|
740
|
|
|
$
|
(605
|
)
|
|
$
|
(15
|
)
|
|
(803
|
)
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
(34
|
)
|
|||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(410
|
)
|
|||||||||||
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(39
|
)
|
|||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(417
|
)
|
|||||||||||
Net Loss From Continuing Operations Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,682
|
)
|
||||||||||
Net Property and Equipment
|
|
$
|
11,168
|
|
|
$
|
1,464
|
|
|
$
|
3,362
|
|
|
$
|
2,834
|
|
|
$
|
39
|
|
|
$
|
18,867
|
|
Total Assets
|
|
$
|
12,403
|
|
|
$
|
1,591
|
|
|
$
|
4,893
|
|
|
$
|
3,584
|
|
|
$
|
48
|
|
|
$
|
22,519
|
|
Additions to Net Property and Equipment
|
|
$
|
926
|
|
|
$
|
34
|
|
|
$
|
459
|
|
|
$
|
260
|
|
|
$
|
2
|
|
|
$
|
1,681
|
|
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
North
Sea
|
|
Other
International
|
|
Total
(1)
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas production revenues
|
|
$
|
2,637
|
|
|
$
|
498
|
|
|
$
|
2,095
|
|
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
6,510
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease operating expenses
|
|
739
|
|
|
244
|
|
|
522
|
|
|
349
|
|
|
—
|
|
|
1,854
|
|
||||||
Gathering and transportation
|
|
68
|
|
|
89
|
|
|
45
|
|
|
9
|
|
|
—
|
|
|
211
|
|
||||||
Taxes other than income
|
|
184
|
|
|
26
|
|
|
9
|
|
|
63
|
|
|
—
|
|
|
282
|
|
||||||
Depreciation, depletion, and amortization
|
|
1,558
|
|
|
301
|
|
|
927
|
|
|
514
|
|
|
—
|
|
|
3,300
|
|
||||||
Exploration
|
|
2,145
|
|
|
231
|
|
|
154
|
|
|
237
|
|
|
4
|
|
|
2,771
|
|
||||||
Asset retirement obligation accretion
|
|
28
|
|
|
43
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
145
|
|
||||||
Impairments
|
|
6,266
|
|
|
1,593
|
|
|
1,255
|
|
|
211
|
|
|
147
|
|
|
9,472
|
|
||||||
Operating Loss
|
|
$
|
(8,351
|
)
|
|
$
|
(2,029
|
)
|
|
$
|
(817
|
)
|
|
$
|
(177
|
)
|
|
$
|
(151
|
)
|
|
(11,525
|
)
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
281
|
|
|||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
98
|
|
|||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(380
|
)
|
|||||||||||
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(132
|
)
|
|||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(511
|
)
|
|||||||||||
Net Loss From Continuing Operations Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(12,169
|
)
|
||||||||||
Net Property and Equipment
|
|
$
|
11,753
|
|
|
$
|
2,074
|
|
|
$
|
3,712
|
|
|
$
|
3,263
|
|
|
$
|
36
|
|
|
$
|
20,838
|
|
Total Assets
|
|
$
|
12,782
|
|
|
$
|
2,225
|
|
|
$
|
6,165
|
|
|
$
|
4,280
|
|
|
$
|
48
|
|
|
$
|
25,500
|
|
Additions to Net Property and Equipment
|
|
$
|
2,099
|
|
|
$
|
403
|
|
|
$
|
862
|
|
|
$
|
715
|
|
|
$
|
27
|
|
|
$
|
4,106
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas production revenues
|
|
$
|
5,744
|
|
|
$
|
1,092
|
|
|
$
|
3,643
|
|
|
$
|
2,316
|
|
|
$
|
—
|
|
|
$
|
12,795
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease operating expenses
|
|
921
|
|
|
384
|
|
|
499
|
|
|
434
|
|
|
—
|
|
|
2,238
|
|
||||||
Gathering and transportation
|
|
93
|
|
|
123
|
|
|
40
|
|
|
17
|
|
|
—
|
|
|
273
|
|
||||||
Taxes other than income
|
|
350
|
|
|
31
|
|
|
11
|
|
|
185
|
|
|
—
|
|
|
577
|
|
||||||
Depreciation, depletion, and amortization
|
|
2,408
|
|
|
439
|
|
|
872
|
|
|
807
|
|
|
—
|
|
|
4,526
|
|
||||||
Exploration
|
|
2,113
|
|
|
162
|
|
|
112
|
|
|
119
|
|
|
(7
|
)
|
|
2,499
|
|
||||||
Asset retirement obligation accretion
|
|
43
|
|
|
39
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
154
|
|
||||||
Impairments
|
|
2,622
|
|
|
2,412
|
|
|
173
|
|
|
1,895
|
|
|
—
|
|
|
7,102
|
|
||||||
Operating Income (Loss)
|
|
$
|
(2,806
|
)
|
|
$
|
(2,498
|
)
|
|
$
|
1,936
|
|
|
$
|
(1,213
|
)
|
|
$
|
7
|
|
|
(4,574
|
)
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
(1,608
|
)
|
|||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
285
|
|
|||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(453
|
)
|
|||||||||||
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(67
|
)
|
|||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(413
|
)
|
|||||||||||
Net Loss From Continuing Operations Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(6,830
|
)
|
||||||||||
Net Property and Equipment
|
|
$
|
19,507
|
|
|
$
|
4,197
|
|
|
$
|
5,141
|
|
|
$
|
3,300
|
|
|
$
|
9
|
|
|
$
|
32,154
|
|
Total Assets
|
|
$
|
21,487
|
|
|
$
|
4,728
|
|
|
$
|
6,926
|
|
|
$
|
4,480
|
|
|
$
|
544
|
|
|
$
|
38,165
|
|
Additions to Net Property and Equipment
|
|
$
|
7,006
|
|
|
$
|
1,358
|
|
|
$
|
1,293
|
|
|
$
|
1,060
|
|
|
$
|
8
|
|
|
$
|
10,725
|
|
(1)
|
Includes a noncontrolling interest in Egypt.
|
|
|
United
States
|
|
Canada
|
|
Egypt
(3)
|
|
North Sea
|
|
Other
International
|
|
Total
(3)(4)
|
||||||||||||
|
|
(In millions, except per boe)
|
||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas production revenues
|
|
$
|
1,997
|
|
|
$
|
343
|
|
|
$
|
2,057
|
|
|
$
|
970
|
|
|
$
|
—
|
|
|
$
|
5,367
|
|
Operating cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation, depletion, and amortization
(1)
|
|
1,055
|
|
|
174
|
|
|
733
|
|
|
498
|
|
|
—
|
|
|
2,460
|
|
||||||
Asset retirement obligation accretion
|
|
34
|
|
|
47
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
156
|
|
||||||
Lease operating expenses
|
|
553
|
|
|
181
|
|
|
446
|
|
|
314
|
|
|
—
|
|
|
1,494
|
|
||||||
Gathering and transportation
|
|
80
|
|
|
68
|
|
|
44
|
|
|
8
|
|
|
—
|
|
|
200
|
|
||||||
Exploration expenses
|
|
285
|
|
|
88
|
|
|
48
|
|
|
37
|
|
|
15
|
|
|
473
|
|
||||||
Impairments related to oil and gas properties
|
|
61
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
||||||
Production taxes
(2)
|
|
135
|
|
|
18
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
120
|
|
||||||
Income tax
|
|
(72
|
)
|
|
(162
|
)
|
|
354
|
|
|
28
|
|
|
—
|
|
|
148
|
|
||||||
|
|
2,131
|
|
|
780
|
|
|
1,625
|
|
|
927
|
|
|
15
|
|
|
5,478
|
|
||||||
Results of operation
|
|
$
|
(134
|
)
|
|
$
|
(437
|
)
|
|
$
|
432
|
|
|
$
|
43
|
|
|
$
|
(15
|
)
|
|
$
|
(111
|
)
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas production revenues
|
|
$
|
2,637
|
|
|
$
|
498
|
|
|
$
|
2,095
|
|
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
6,510
|
|
Operating cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation, depletion, and amortization
(1)
|
|
1,455
|
|
|
251
|
|
|
780
|
|
|
490
|
|
|
—
|
|
|
2,976
|
|
||||||
Asset retirement obligation accretion
|
|
28
|
|
|
43
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
145
|
|
||||||
Lease operating expenses
|
|
739
|
|
|
244
|
|
|
522
|
|
|
349
|
|
|
—
|
|
|
1,854
|
|
||||||
Gathering and transportation
|
|
68
|
|
|
89
|
|
|
45
|
|
|
9
|
|
|
—
|
|
|
211
|
|
||||||
Exploration expenses
|
|
2,145
|
|
|
231
|
|
|
154
|
|
|
237
|
|
|
4
|
|
|
2,771
|
|
||||||
Impairments related to oil and gas properties
|
|
6,154
|
|
|
1,031
|
|
|
193
|
|
|
11
|
|
|
—
|
|
|
7,389
|
|
||||||
Production taxes
(2)
|
|
178
|
|
|
23
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
259
|
|
||||||
Income tax
|
|
(2,886
|
)
|
|
(369
|
)
|
|
180
|
|
|
26
|
|
|
—
|
|
|
(3,049
|
)
|
||||||
|
|
7,881
|
|
|
1,543
|
|
|
1,874
|
|
|
1,254
|
|
|
4
|
|
|
12,556
|
|
||||||
Results of operation
|
|
$
|
(5,244
|
)
|
|
$
|
(1,045
|
)
|
|
$
|
221
|
|
|
$
|
26
|
|
|
$
|
(4
|
)
|
|
$
|
(6,046
|
)
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas production revenues
|
|
$
|
5,744
|
|
|
$
|
1,092
|
|
|
$
|
3,643
|
|
|
$
|
2,316
|
|
|
$
|
—
|
|
|
$
|
12,795
|
|
Operating cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation, depletion, and amortization
(1)
|
|
2,294
|
|
|
382
|
|
|
735
|
|
|
784
|
|
|
—
|
|
|
4,195
|
|
||||||
Asset retirement obligation accretion
|
|
43
|
|
|
39
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
154
|
|
||||||
Lease operating expenses
|
|
921
|
|
|
384
|
|
|
499
|
|
|
434
|
|
|
—
|
|
|
2,238
|
|
||||||
Gathering and transportation
|
|
93
|
|
|
123
|
|
|
40
|
|
|
17
|
|
|
—
|
|
|
273
|
|
||||||
Exploration expenses
|
|
2,113
|
|
|
162
|
|
|
112
|
|
|
119
|
|
|
(7
|
)
|
|
2,499
|
|
||||||
Impairments related to oil and gas properties
|
|
2,372
|
|
|
1,645
|
|
|
173
|
|
|
1,878
|
|
|
—
|
|
|
6,068
|
|
||||||
Production taxes
(2)
|
|
342
|
|
|
27
|
|
|
—
|
|
|
177
|
|
|
—
|
|
|
546
|
|
||||||
Income tax
|
|
(864
|
)
|
|
(421
|
)
|
|
938
|
|
|
(723
|
)
|
|
—
|
|
|
(1,070
|
)
|
||||||
|
|
7,314
|
|
|
2,341
|
|
|
2,497
|
|
|
2,758
|
|
|
(7
|
)
|
|
14,903
|
|
||||||
Results of operation
|
|
$
|
(1,570
|
)
|
|
$
|
(1,249
|
)
|
|
$
|
1,146
|
|
|
$
|
(442
|
)
|
|
$
|
7
|
|
|
$
|
(2,108
|
)
|
(1)
|
This amount only reflects DD&A of capitalized costs of oil and gas properties and, therefore, does not agree with DD&A reflected on Note 15—Business Segment Information.
|
(2)
|
Only reflects amounts directly related to oil and gas producing properties and, therefore, does not agree with taxes other than income reflected on Note 15—Business Segment Information.
|
(3)
|
Includes noncontrolling interest in Egypt.
|
(4)
|
Prior year amounts have been recast to exclude discontinued operations.
|
|
|
United
States
|
|
Canada
|
|
Egypt
(2)
|
|
Australia
|
|
North Sea
|
|
Argentina
|
|
Other
International
|
|
Total
(2)
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Proved
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45
|
|
Unproved
|
|
110
|
|
|
7
|
|
|
49
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
170
|
|
||||||||
Exploration
|
|
278
|
|
|
23
|
|
|
67
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
18
|
|
|
470
|
|
||||||||
Development
|
|
420
|
|
|
27
|
|
|
353
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
950
|
|
||||||||
Costs incurred
(1)
|
|
$
|
808
|
|
|
$
|
58
|
|
|
$
|
475
|
|
|
$
|
—
|
|
|
$
|
276
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
1,635
|
|
(1)
Includes capitalized interest and asset retirement costs as follows:
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Capitalized interest
|
|
$
|
21
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48
|
|
Asset retirement costs
|
|
(51
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Proved
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Unproved
|
|
313
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
336
|
|
||||||||
Exploration
|
|
194
|
|
|
51
|
|
|
125
|
|
|
32
|
|
|
246
|
|
|
—
|
|
|
29
|
|
|
677
|
|
||||||||
Development
|
|
1,729
|
|
|
151
|
|
|
741
|
|
|
98
|
|
|
479
|
|
|
—
|
|
|
—
|
|
|
3,198
|
|
||||||||
Costs incurred
(1)
|
|
$
|
2,237
|
|
|
$
|
233
|
|
|
$
|
895
|
|
|
$
|
130
|
|
|
$
|
725
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
4,249
|
|
(1)
Includes capitalized interest and asset retirement costs as follows:
|
|
|
|
|
||||||||||||||||||||||||||||
Capitalized interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Asset retirement costs
|
|
123
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
65
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Proved
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113
|
|
Unproved
|
|
1,221
|
|
|
141
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,378
|
|
||||||||
Exploration
|
|
505
|
|
|
93
|
|
|
207
|
|
|
131
|
|
|
103
|
|
|
9
|
|
|
1
|
|
|
1,049
|
|
||||||||
Development
|
|
5,078
|
|
|
789
|
|
|
1,122
|
|
|
990
|
|
|
956
|
|
|
6
|
|
|
—
|
|
|
8,941
|
|
||||||||
Costs incurred
(1)
|
|
$
|
6,906
|
|
|
$
|
1,023
|
|
|
$
|
1,340
|
|
|
$
|
1,137
|
|
|
$
|
1,059
|
|
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
11,481
|
|
(1)
Includes capitalized interest and asset retirement costs as follows:
|
|
|
||||||||||||||||||||||||||||||
Capitalized interest
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
90
|
|
|
$
|
29
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
148
|
|
Asset retirement costs
|
|
43
|
|
|
175
|
|
|
—
|
|
|
55
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
307
|
|
||||||||
(2)
Includes a noncontrolling interest in Egypt.
|
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
North
Sea
|
|
Other
International
|
|
Total
(1)
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proved properties
|
|
$
|
19,170
|
|
|
$
|
5,434
|
|
|
$
|
10,169
|
|
|
$
|
7,920
|
|
|
$
|
—
|
|
|
$
|
42,693
|
|
Unproved properties
|
|
1,465
|
|
|
109
|
|
|
76
|
|
|
280
|
|
|
39
|
|
|
1,969
|
|
||||||
|
|
20,635
|
|
|
5,543
|
|
|
10,245
|
|
|
8,200
|
|
|
39
|
|
|
44,662
|
|
||||||
Accumulated DD&A
|
|
(10,034
|
)
|
|
(4,120
|
)
|
|
(7,287
|
)
|
|
(5,531
|
)
|
|
—
|
|
|
(26,972
|
)
|
||||||
|
|
$
|
10,601
|
|
|
$
|
1,423
|
|
|
$
|
2,958
|
|
|
$
|
2,669
|
|
|
$
|
39
|
|
|
$
|
17,690
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proved properties
|
|
$
|
18,692
|
|
|
$
|
5,812
|
|
|
$
|
9,798
|
|
|
$
|
7,426
|
|
|
$
|
—
|
|
|
$
|
41,728
|
|
Unproved properties
|
|
1,615
|
|
|
172
|
|
|
25
|
|
|
429
|
|
|
36
|
|
|
2,277
|
|
||||||
|
|
20,307
|
|
|
5,984
|
|
|
9,823
|
|
|
7,855
|
|
|
36
|
|
|
44,005
|
|
||||||
Accumulated DD&A
|
|
(9,027
|
)
|
|
(3,958
|
)
|
|
(6,559
|
)
|
|
(4,913
|
)
|
|
—
|
|
|
(24,457
|
)
|
||||||
|
|
$
|
11,280
|
|
|
$
|
2,026
|
|
|
$
|
3,264
|
|
|
$
|
2,942
|
|
|
$
|
36
|
|
|
$
|
19,548
|
|
(1)
Includes a noncontrolling interest in Egypt.
|
|
|
|
|
|
|
Crude Oil and Condensate
|
|||||||||||||||||||
|
|
(Thousands of barrels)
|
|||||||||||||||||||
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
Australia
|
|
North
Sea
|
|
Argentina
|
|
Total
(1)
|
|||||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
457,981
|
|
|
80,526
|
|
|
119,242
|
|
|
22,524
|
|
|
100,327
|
|
|
14,195
|
|
|
794,795
|
|
December 31, 2014
|
|
444,440
|
|
|
75,876
|
|
|
128,712
|
|
|
29,996
|
|
|
105,746
|
|
|
—
|
|
|
784,770
|
|
December 31, 2015
|
|
348,797
|
|
|
67,847
|
|
|
144,164
|
|
|
—
|
|
|
104,255
|
|
|
—
|
|
|
665,063
|
|
December 31, 2016
|
|
300,900
|
|
|
51,508
|
|
|
138,771
|
|
|
—
|
|
|
91,138
|
|
|
—
|
|
|
582,317
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
195,835
|
|
|
56,366
|
|
|
16,302
|
|
|
36,703
|
|
|
29,253
|
|
|
2,231
|
|
|
336,690
|
|
December 31, 2014
|
|
170,125
|
|
|
59,923
|
|
|
14,617
|
|
|
25,775
|
|
|
19,059
|
|
|
—
|
|
|
289,499
|
|
December 31, 2015
|
|
60,505
|
|
|
38,326
|
|
|
17,856
|
|
|
—
|
|
|
11,309
|
|
|
—
|
|
|
127,996
|
|
December 31, 2016
|
|
21,088
|
|
|
7,906
|
|
|
20,187
|
|
|
—
|
|
|
10,784
|
|
|
—
|
|
|
59,965
|
|
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance December 31, 2013
|
|
653,816
|
|
|
136,892
|
|
|
135,544
|
|
|
59,227
|
|
|
129,580
|
|
|
16,426
|
|
|
1,131,485
|
|
Extensions, discoveries and other additions
|
|
57,011
|
|
|
9,657
|
|
|
38,074
|
|
|
4,254
|
|
|
17,386
|
|
|
5
|
|
|
126,387
|
|
Purchase of minerals in-place
|
|
15,240
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,240
|
|
Revisions of previous estimates
|
|
3,083
|
|
|
(812
|
)
|
|
2,645
|
|
|
(216
|
)
|
|
(7
|
)
|
|
—
|
|
|
4,693
|
|
Production
|
|
(48,789
|
)
|
|
(6,421
|
)
|
|
(32,934
|
)
|
|
(7,494
|
)
|
|
(22,154
|
)
|
|
(620
|
)
|
|
(118,412
|
)
|
Sale of properties
|
|
(65,796
|
)
|
|
(3,517
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,811
|
)
|
|
(85,124
|
)
|
Balance December 31, 2014
|
|
614,565
|
|
|
135,799
|
|
|
143,329
|
|
|
55,771
|
|
|
124,805
|
|
|
—
|
|
|
1,074,269
|
|
Extensions, discoveries and other additions
|
|
13,903
|
|
|
4,550
|
|
|
24,524
|
|
|
—
|
|
|
16,579
|
|
|
—
|
|
|
59,556
|
|
Purchase of minerals in-place
|
|
—
|
|
|
1,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,763
|
|
Revisions of previous estimates
|
|
(173,907
|
)
|
|
(27,966
|
)
|
|
27,330
|
|
|
11,189
|
|
|
(2,255
|
)
|
|
—
|
|
|
(165,609
|
)
|
Production
|
|
(45,138
|
)
|
|
(5,755
|
)
|
|
(33,163
|
)
|
|
(2,778
|
)
|
|
(21,657
|
)
|
|
—
|
|
|
(108,491
|
)
|
Sale of properties
|
|
(121
|
)
|
|
(2,218
|
)
|
|
—
|
|
|
(64,182
|
)
|
|
(1,908
|
)
|
|
—
|
|
|
(68,429
|
)
|
Balance December 31, 2015
|
|
409,302
|
|
|
106,173
|
|
|
162,020
|
|
|
—
|
|
|
115,564
|
|
|
—
|
|
|
793,059
|
|
Extensions, discoveries and other additions
|
|
9,614
|
|
|
3,372
|
|
|
17,599
|
|
|
—
|
|
|
9,766
|
|
|
—
|
|
|
40,351
|
|
Purchase of minerals in-place
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|
—
|
|
|
459
|
|
Revisions of previous estimates
|
|
(58,882
|
)
|
|
(43,282
|
)
|
|
17,301
|
|
|
—
|
|
|
(3,851
|
)
|
|
—
|
|
|
(88,714
|
)
|
Production
|
|
(38,000
|
)
|
|
(4,787
|
)
|
|
(37,962
|
)
|
|
—
|
|
|
(19,995
|
)
|
|
—
|
|
|
(100,744
|
)
|
Sale of properties
|
|
(67
|
)
|
|
(2,062
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,129
|
)
|
Balance December 31, 2016
|
|
321,988
|
|
|
59,414
|
|
|
158,958
|
|
|
—
|
|
|
101,922
|
|
|
—
|
|
|
642,282
|
|
|
|
Natural Gas Liquids
|
|||||||||||||||||||
|
|
(Thousands of barrels)
|
|||||||||||||||||||
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
Australia
|
|
North
Sea
|
|
Argentina
|
|
Total
(1)
|
|||||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
184,485
|
|
|
26,099
|
|
|
—
|
|
|
—
|
|
|
2,435
|
|
|
4,110
|
|
|
217,129
|
|
December 31, 2014
|
|
183,565
|
|
|
17,947
|
|
|
1,346
|
|
|
—
|
|
|
1,770
|
|
|
—
|
|
|
204,628
|
|
December 31, 2015
|
|
150,265
|
|
|
15,246
|
|
|
1,491
|
|
|
—
|
|
|
1,784
|
|
|
—
|
|
|
168,786
|
|
December 31, 2016
|
|
155,124
|
|
|
13,866
|
|
|
1,266
|
|
|
—
|
|
|
1,627
|
|
|
—
|
|
|
171,883
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
63,538
|
|
|
9,970
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
1,009
|
|
|
74,732
|
|
December 31, 2014
|
|
69,828
|
|
|
7,168
|
|
|
212
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
77,579
|
|
December 31, 2015
|
|
24,939
|
|
|
4,839
|
|
|
78
|
|
|
—
|
|
|
295
|
|
|
—
|
|
|
30,151
|
|
December 31, 2016
|
|
17,311
|
|
|
2,473
|
|
|
131
|
|
|
—
|
|
|
646
|
|
|
—
|
|
|
20,561
|
|
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance December 31, 2013
|
|
248,023
|
|
|
36,069
|
|
|
—
|
|
|
—
|
|
|
2,650
|
|
|
5,119
|
|
|
291,861
|
|
Extensions, discoveries and other additions
|
|
47,516
|
|
|
1,163
|
|
|
1,820
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
50,500
|
|
Purchase of minerals in-place
|
|
2,916
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,916
|
|
Revisions of previous estimates
|
|
2,594
|
|
|
116
|
|
|
(11
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2,697
|
|
Production
|
|
(21,464
|
)
|
|
(2,256
|
)
|
|
(251
|
)
|
|
—
|
|
|
(508
|
)
|
|
(116
|
)
|
|
(24,595
|
)
|
Sale of properties
|
|
(26,192
|
)
|
|
(9,977
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,003
|
)
|
|
(41,172
|
)
|
Balance December 31, 2014
|
|
253,393
|
|
|
25,115
|
|
|
1,558
|
|
|
—
|
|
|
2,141
|
|
|
—
|
|
|
282,207
|
|
Extensions, discoveries and other additions
|
|
5,768
|
|
|
1,473
|
|
|
144
|
|
|
—
|
|
|
689
|
|
|
—
|
|
|
8,074
|
|
Purchase of minerals in-place
|
|
—
|
|
|
976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
976
|
|
Revisions of previous estimates
|
|
(64,226
|
)
|
|
(4,886
|
)
|
|
255
|
|
|
—
|
|
|
(321
|
)
|
|
—
|
|
|
(69,178
|
)
|
Production
|
|
(19,684
|
)
|
|
(2,236
|
)
|
|
(388
|
)
|
|
—
|
|
|
(413
|
)
|
|
—
|
|
|
(22,721
|
)
|
Sale of properties
|
|
(47
|
)
|
|
(357
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(421
|
)
|
Balance December 31, 2015
|
|
175,204
|
|
|
20,085
|
|
|
1,569
|
|
|
—
|
|
|
2,079
|
|
|
—
|
|
|
198,937
|
|
Extensions, discoveries and other additions
|
|
10,238
|
|
|
755
|
|
|
208
|
|
|
—
|
|
|
671
|
|
|
—
|
|
|
11,872
|
|
Purchase of minerals in-place
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
7
|
|
Revisions of previous estimates
|
|
6,824
|
|
|
(1,355
|
)
|
|
17
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
5,627
|
|
Production
|
|
(19,824
|
)
|
|
(2,098
|
)
|
|
(397
|
)
|
|
—
|
|
|
(623
|
)
|
|
—
|
|
|
(22,942
|
)
|
Sale of properties
|
|
(9
|
)
|
|
(1,048
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,057
|
)
|
Balance December 31, 2016
|
|
172,435
|
|
|
16,339
|
|
|
1,397
|
|
|
—
|
|
|
2,273
|
|
|
—
|
|
|
192,444
|
|
|
|
Natural Gas
|
|||||||||||||||||||
|
|
(Millions of cubic feet)
|
|||||||||||||||||||
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
Australia
|
|
North
Sea
|
|
Argentina
|
|
Total
(1)
|
|||||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
2,005,966
|
|
|
1,294,420
|
|
|
621,825
|
|
|
626,543
|
|
|
88,177
|
|
|
289,133
|
|
|
4,926,064
|
|
December 31, 2014
|
|
1,616,504
|
|
|
990,145
|
|
|
637,187
|
|
|
640,265
|
|
|
87,259
|
|
|
—
|
|
|
3,971,360
|
|
December 31, 2015
|
|
1,364,174
|
|
|
759,321
|
|
|
776,263
|
|
|
—
|
|
|
85,532
|
|
|
—
|
|
|
2,985,290
|
|
December 31, 2016
|
|
1,200,379
|
|
|
553,724
|
|
|
675,559
|
|
|
—
|
|
|
86,948
|
|
|
—
|
|
|
2,516,610
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
667,160
|
|
|
439,037
|
|
|
190,355
|
|
|
975,224
|
|
|
18,988
|
|
|
121,584
|
|
|
2,412,348
|
|
December 31, 2014
|
|
580,299
|
|
|
527,623
|
|
|
171,696
|
|
|
964,554
|
|
|
23,228
|
|
|
—
|
|
|
2,267,400
|
|
December 31, 2015
|
|
208,594
|
|
|
162,809
|
|
|
53,969
|
|
|
—
|
|
|
19,760
|
|
|
—
|
|
|
445,132
|
|
December 31, 2016
|
|
231,304
|
|
|
45,312
|
|
|
42,109
|
|
|
—
|
|
|
23,813
|
|
|
—
|
|
|
342,538
|
|
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance December 31, 2013
|
|
2,673,126
|
|
|
1,733,457
|
|
|
812,180
|
|
|
1,601,767
|
|
|
107,165
|
|
|
410,717
|
|
|
7,338,412
|
|
Extensions, discoveries and other additions
|
|
203,318
|
|
|
383,077
|
|
|
125,899
|
|
|
81,156
|
|
|
23,803
|
|
|
—
|
|
|
817,253
|
|
Purchase of minerals in-place
|
|
21,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,337
|
|
Revisions of previous estimates
|
|
35,910
|
|
|
(12,626
|
)
|
|
17,326
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
40,556
|
|
Production
|
|
(215,829
|
)
|
|
(117,816
|
)
|
|
(146,522
|
)
|
|
(78,104
|
)
|
|
(20,427
|
)
|
|
(12,722
|
)
|
|
(591,420
|
)
|
Sale of properties
|
|
(521,059
|
)
|
|
(468,324
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(397,995
|
)
|
|
(1,387,378
|
)
|
Balance December 31, 2014
|
|
2,196,803
|
|
|
1,517,768
|
|
|
808,883
|
|
|
1,604,819
|
|
|
110,487
|
|
|
—
|
|
|
6,238,760
|
|
Extensions, discoveries and other additions
|
|
40,901
|
|
|
121,216
|
|
|
94,777
|
|
|
—
|
|
|
41,755
|
|
|
—
|
|
|
298,649
|
|
Purchase of minerals in-place
|
|
—
|
|
|
24,727
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,727
|
|
Revisions of previous estimates
|
|
(503,939
|
)
|
|
(325,375
|
)
|
|
61,442
|
|
|
8,162
|
|
|
(22,373
|
)
|
|
—
|
|
|
(782,083
|
)
|
Production
|
|
(160,614
|
)
|
|
(100,289
|
)
|
|
(134,870
|
)
|
|
(34,352
|
)
|
|
(23,647
|
)
|
|
—
|
|
|
(453,772
|
)
|
Sale of properties
|
|
(383
|
)
|
|
(315,917
|
)
|
|
—
|
|
|
(1,578,629
|
)
|
|
(930
|
)
|
|
—
|
|
|
(1,895,859
|
)
|
Balance December 31, 2015
|
|
1,572,768
|
|
|
922,130
|
|
|
830,232
|
|
|
—
|
|
|
105,292
|
|
|
—
|
|
|
3,430,422
|
|
Extensions, discoveries and other additions
|
|
219,633
|
|
|
30,234
|
|
|
35,202
|
|
|
—
|
|
|
20,814
|
|
|
—
|
|
|
305,883
|
|
Purchase of minerals in-place
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,677
|
|
|
—
|
|
|
6,684
|
|
Revisions of previous estimates
|
|
(215,378
|
)
|
|
(242,080
|
)
|
|
(4,305
|
)
|
|
—
|
|
|
4,239
|
|
|
—
|
|
|
(457,524
|
)
|
Production
|
|
(145,019
|
)
|
|
(88,792
|
)
|
|
(143,461
|
)
|
|
—
|
|
|
(26,261
|
)
|
|
—
|
|
|
(403,533
|
)
|
Sale of properties
|
|
(328
|
)
|
|
(22,456
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,784
|
)
|
Balance December 31, 2016
|
|
1,431,683
|
|
|
599,036
|
|
|
717,668
|
|
|
—
|
|
|
110,761
|
|
|
—
|
|
|
2,859,148
|
|
|
|
Total Equivalent Reserves
|
|||||||||||||||||||
|
|
(Thousands barrels of oil equivalent)
|
|||||||||||||||||||
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
Australia
|
|
North
Sea
|
|
Argentina
|
|
Total
(1)
|
|||||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
976,795
|
|
|
322,362
|
|
|
222,880
|
|
|
126,948
|
|
|
117,457
|
|
|
66,494
|
|
|
1,832,936
|
|
December 31, 2014
|
|
897,422
|
|
|
258,848
|
|
|
236,256
|
|
|
136,707
|
|
|
122,058
|
|
|
—
|
|
|
1,651,291
|
|
December 31, 2015
|
|
726,424
|
|
|
209,647
|
|
|
275,033
|
|
|
—
|
|
|
120,293
|
|
|
—
|
|
|
1,331,397
|
|
December 31, 2016
|
|
656,087
|
|
|
157,662
|
|
|
252,630
|
|
|
—
|
|
|
107,256
|
|
|
—
|
|
|
1,173,635
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
370,566
|
|
|
139,509
|
|
|
48,028
|
|
|
199,240
|
|
|
32,633
|
|
|
23,504
|
|
|
813,480
|
|
December 31, 2014
|
|
336,670
|
|
|
155,028
|
|
|
43,446
|
|
|
186,534
|
|
|
23,301
|
|
|
—
|
|
|
744,979
|
|
December 31, 2015
|
|
120,210
|
|
|
70,300
|
|
|
26,929
|
|
|
—
|
|
|
14,897
|
|
|
—
|
|
|
232,336
|
|
December 31, 2016
|
|
76,950
|
|
|
17,931
|
|
|
27,336
|
|
|
—
|
|
|
15,399
|
|
|
—
|
|
|
137,616
|
|
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance December 31, 2013
|
|
1,347,361
|
|
|
461,871
|
|
|
270,908
|
|
|
326,188
|
|
|
150,090
|
|
|
89,998
|
|
|
2,646,416
|
|
Extensions, discoveries and other additions
|
|
138,413
|
|
|
74,666
|
|
|
60,877
|
|
|
17,780
|
|
|
21,354
|
|
|
5
|
|
|
313,095
|
|
Purchase of minerals in-place
|
|
21,712
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,712
|
|
Revisions of previous estimates
|
|
11,662
|
|
|
(2,800
|
)
|
|
5,522
|
|
|
(216
|
)
|
|
(18
|
)
|
|
—
|
|
|
14,150
|
|
Production
|
|
(106,225
|
)
|
|
(28,313
|
)
|
|
(57,605
|
)
|
|
(20,511
|
)
|
|
(26,067
|
)
|
|
(2,856
|
)
|
|
(241,577
|
)
|
Sale of properties
|
|
(178,831
|
)
|
|
(91,548
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87,147
|
)
|
|
(357,526
|
)
|
Balance December 31, 2014
|
|
1,234,092
|
|
|
413,876
|
|
|
279,702
|
|
|
323,241
|
|
|
145,359
|
|
|
—
|
|
|
2,396,270
|
|
Extensions, discoveries and other additions
|
|
26,488
|
|
|
26,226
|
|
|
40,464
|
|
|
—
|
|
|
24,227
|
|
|
—
|
|
|
117,405
|
|
Purchase of minerals in-place
|
|
—
|
|
|
6,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,860
|
|
Revisions of previous estimates
|
|
(322,123
|
)
|
|
(87,081
|
)
|
|
37,825
|
|
|
12,549
|
|
|
(6,305
|
)
|
|
—
|
|
|
(365,135
|
)
|
Production
|
|
(91,591
|
)
|
|
(24,706
|
)
|
|
(56,029
|
)
|
|
(8,503
|
)
|
|
(26,011
|
)
|
|
—
|
|
|
(206,840
|
)
|
Sale of properties
|
|
(232
|
)
|
|
(55,228
|
)
|
|
—
|
|
|
(327,287
|
)
|
|
(2,080
|
)
|
|
—
|
|
|
(384,827
|
)
|
Balance December 31, 2015
|
|
846,634
|
|
|
279,947
|
|
|
301,962
|
|
|
—
|
|
|
135,190
|
|
|
—
|
|
|
1,563,733
|
|
Extensions, discoveries and other additions
|
|
56,458
|
|
|
9,166
|
|
|
23,674
|
|
|
—
|
|
|
13,906
|
|
|
—
|
|
|
103,204
|
|
Purchase of minerals in-place
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,556
|
|
|
—
|
|
|
1,580
|
|
Revisions of previous estimates
|
|
(87,954
|
)
|
|
(84,984
|
)
|
|
16,599
|
|
|
—
|
|
|
(3,002
|
)
|
|
—
|
|
|
(159,341
|
)
|
Production
|
|
(81,994
|
)
|
|
(21,684
|
)
|
|
(62,269
|
)
|
|
—
|
|
|
(24,995
|
)
|
|
—
|
|
|
(190,942
|
)
|
Sale of properties
|
|
(131
|
)
|
|
(6,852
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,983
|
)
|
Balance December 31, 2016
|
|
733,037
|
|
|
175,593
|
|
|
279,966
|
|
|
—
|
|
|
122,655
|
|
|
—
|
|
|
1,311,251
|
|
|
|
United
States
|
|
Canada
|
|
Egypt
(2)
|
|
North
Sea
|
|
Total
(2)
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash inflows
|
|
$
|
20,067
|
|
|
$
|
3,625
|
|
|
$
|
8,778
|
|
|
$
|
4,734
|
|
|
$
|
37,204
|
|
Production costs
|
|
(8,858
|
)
|
|
(2,582
|
)
|
|
(1,967
|
)
|
|
(2,255
|
)
|
|
(15,662
|
)
|
|||||
Development costs
|
|
(1,653
|
)
|
|
(1,565
|
)
|
|
(1,111
|
)
|
|
(2,410
|
)
|
|
(6,739
|
)
|
|||||
Income tax expense
|
|
(32
|
)
|
|
—
|
|
|
(1,775
|
)
|
|
(8
|
)
|
|
(1,815
|
)
|
|||||
Net cash flows
|
|
9,524
|
|
|
(522
|
)
|
|
3,925
|
|
|
61
|
|
|
12,988
|
|
|||||
10 percent discount rate
|
|
(5,319
|
)
|
|
549
|
|
|
(956
|
)
|
|
798
|
|
|
(4,928
|
)
|
|||||
Discounted future net cash flows
(1)
|
|
$
|
4,205
|
|
|
$
|
27
|
|
|
$
|
2,969
|
|
|
$
|
859
|
|
|
$
|
8,060
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash inflows
|
|
$
|
26,610
|
|
|
$
|
7,345
|
|
|
$
|
11,124
|
|
|
$
|
6,994
|
|
|
$
|
52,073
|
|
Production costs
|
|
(12,178
|
)
|
|
(3,841
|
)
|
|
(2,185
|
)
|
|
(3,209
|
)
|
|
(21,413
|
)
|
|||||
Development costs
|
|
(2,255
|
)
|
|
(1,939
|
)
|
|
(1,515
|
)
|
|
(2,346
|
)
|
|
(8,055
|
)
|
|||||
Income tax expense
|
|
(63
|
)
|
|
—
|
|
|
(2,326
|
)
|
|
(691
|
)
|
|
(3,080
|
)
|
|||||
Net cash flows
|
|
12,114
|
|
|
1,565
|
|
|
5,098
|
|
|
748
|
|
|
19,525
|
|
|||||
10 percent discount rate
|
|
(6,876
|
)
|
|
(868
|
)
|
|
(1,330
|
)
|
|
143
|
|
|
(8,931
|
)
|
|||||
Discounted future net cash flows
(1)
|
|
$
|
5,238
|
|
|
$
|
697
|
|
|
$
|
3,768
|
|
|
$
|
891
|
|
|
$
|
10,594
|
|
(1)
|
Estimated future net cash flows before income tax expense, discounted at
10 percent
per annum, totaled approximately
$9.5 billion
and
$13.1 billion
as of
December 31, 2016
and
2015
, respectively.
|
(2)
|
Includes discounted future net cash flows of approximately
$1.0 billion
and
$1.3 billion
in
2016
and
2015
, respectively, attributable to a noncontrolling interest in Egypt.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Sales, net of production costs
|
|
$
|
(3,479
|
)
|
|
$
|
(4,056
|
)
|
|
$
|
(10,350
|
)
|
Net change in prices and production costs
|
|
(3,835
|
)
|
|
(21,710
|
)
|
|
(1,029
|
)
|
|||
Discoveries and improved recovery, net of related costs
|
|
1,153
|
|
|
1,953
|
|
|
6,297
|
|
|||
Change in future development costs
|
|
309
|
|
|
705
|
|
|
(1,136
|
)
|
|||
Previously estimated development costs incurred during the period
|
|
986
|
|
|
1,991
|
|
|
4,462
|
|
|||
Revision of quantities
|
|
(574
|
)
|
|
(2,292
|
)
|
|
256
|
|
|||
Purchases of minerals in-place
|
|
8
|
|
|
22
|
|
|
508
|
|
|||
Accretion of discount
|
|
1,313
|
|
|
3,642
|
|
|
4,442
|
|
|||
Change in income taxes
|
|
1,070
|
|
|
7,264
|
|
|
836
|
|
|||
Sales of properties
|
|
(52
|
)
|
|
(5,240
|
)
|
|
(4,780
|
)
|
|||
Change in production rates and other
|
|
567
|
|
|
(3,343
|
)
|
|
(442
|
)
|
|||
|
|
$
|
(2,534
|
)
|
|
$
|
(21,064
|
)
|
|
$
|
(936
|
)
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues and other
|
|
$
|
1,084
|
|
|
$
|
1,365
|
|
|
$
|
1,433
|
|
|
$
|
1,451
|
|
|
$
|
5,333
|
|
Gain (loss) on divestitures
|
|
(1
|
)
|
|
17
|
|
|
5
|
|
|
—
|
|
|
21
|
|
|||||
Expenses
(1)
|
|
1,454
|
|
|
1,582
|
|
|
1,964
|
|
|
1,594
|
|
|
6,594
|
|
|||||
Net loss from continuing operations including noncontrolling interest
|
|
(371
|
)
|
|
(200
|
)
|
|
(526
|
)
|
|
(143
|
)
|
|
(1,240
|
)
|
|||||
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||||
Net loss including noncontrolling interest
|
|
$
|
(371
|
)
|
|
$
|
(200
|
)
|
|
$
|
(559
|
)
|
|
$
|
(143
|
)
|
|
$
|
(1,273
|
)
|
Net loss attributable to common stock
|
|
$
|
(372
|
)
|
|
$
|
(244
|
)
|
|
$
|
(607
|
)
|
|
$
|
(182
|
)
|
|
$
|
(1,405
|
)
|
Basic and diluted net loss per common share
(2)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss from continuing operations
|
|
$
|
(0.98
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(3.62
|
)
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|
—
|
|
|
(0.09
|
)
|
|||||
Net loss per share
|
|
$
|
(0.98
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(1.60
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(3.71
|
)
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues and other
|
|
$
|
1,653
|
|
|
$
|
2,019
|
|
|
$
|
1,531
|
|
|
$
|
1,405
|
|
|
$
|
6,608
|
|
Gain (loss) on divestitures
|
|
(18
|
)
|
|
227
|
|
|
(5
|
)
|
|
77
|
|
|
281
|
|
|||||
Expenses
(1)
|
|
2,703
|
|
|
3,163
|
|
|
5,645
|
|
|
6,537
|
|
|
18,048
|
|
|||||
Net loss from continuing operations including noncontrolling interest
|
|
(1,068
|
)
|
|
(917
|
)
|
|
(4,119
|
)
|
|
(5,055
|
)
|
|
(11,159
|
)
|
|||||
Net income (loss) from discontinued operations, net of tax
|
|
(238
|
)
|
|
120
|
|
|
(17
|
)
|
|
627
|
|
|
492
|
|
|||||
Net loss including noncontrolling interest
|
|
$
|
(1,306
|
)
|
|
$
|
(797
|
)
|
|
$
|
(4,136
|
)
|
|
$
|
(4,428
|
)
|
|
$
|
(10,667
|
)
|
Net loss attributable to common stock
|
|
$
|
(1,334
|
)
|
|
$
|
(860
|
)
|
|
$
|
(4,143
|
)
|
|
$
|
(4,015
|
)
|
|
$
|
(10,352
|
)
|
Basic and diluted net income (loss) per common share
(2)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss from continuing operations
|
|
$
|
(2.91
|
)
|
|
$
|
(2.60
|
)
|
|
$
|
(10.91
|
)
|
|
$
|
(12.28
|
)
|
|
$
|
(28.70
|
)
|
Net income (loss) from discontinued operations
|
|
(0.63
|
)
|
|
0.32
|
|
|
(0.04
|
)
|
|
1.66
|
|
|
1.30
|
|
|||||
Net loss per share
|
|
$
|
(3.54
|
)
|
|
$
|
(2.28
|
)
|
|
$
|
(10.95
|
)
|
|
$
|
(10.62
|
)
|
|
$
|
(27.40
|
)
|
(1)
|
Continuing operating expenses for 2016 include non-cash asset impairments totaling
$42 million
,
$238 million
,
$951 million
, and
$144 million
in the first, second, third, and fourth quarters of 2016, respectively. Continuing operating expenses for 2015 include non-cash asset impairments totaling
$2.1 billion
,
$660 million
,
$4.1 billion
, and
$5.1 billion
in the first, second, third, and fourth quarters of 2015, respectively.
|
(2)
|
The sum of the individual quarterly net income per common share amounts may not agree with full-year net income per common share as each quarterly computation is based on the weighted-average number of common shares outstanding during that period.
|
|
|
Apache
Corporation
|
|
Apache
Finance
Canada
|
|
All Other
Subsidiaries
of Apache
Corporation
|
|
Reclassifications
& Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
REVENUES AND OTHER:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and gas production revenues
|
|
$
|
1,035
|
|
|
$
|
—
|
|
|
$
|
4,332
|
|
|
$
|
—
|
|
|
$
|
5,367
|
|
Equity in net income (loss) of affiliates
|
|
(575
|
)
|
|
(173
|
)
|
|
—
|
|
|
748
|
|
|
—
|
|
|||||
Other
|
|
15
|
|
|
(19
|
)
|
|
(29
|
)
|
|
(1
|
)
|
|
(34
|
)
|
|||||
Gain on divestiture
|
|
2
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
21
|
|
|||||
|
|
477
|
|
|
(192
|
)
|
|
4,322
|
|
|
747
|
|
|
5,354
|
|
|||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
|
285
|
|
|
—
|
|
|
1,209
|
|
|
—
|
|
|
1,494
|
|
|||||
Gathering and transportation
|
|
33
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
200
|
|
|||||
Taxes other than income
|
|
76
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
126
|
|
|||||
Exploration
|
|
258
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
473
|
|
|||||
General and administrative
|
|
344
|
|
|
—
|
|
|
67
|
|
|
(1
|
)
|
|
410
|
|
|||||
Depreciation, depletion, and amortization
|
|
618
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,618
|
|
|||||
Asset retirement obligation accretion
|
|
18
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
156
|
|
|||||
Impairments
|
|
80
|
|
|
—
|
|
|
1,023
|
|
|
—
|
|
|
1,103
|
|
|||||
Transaction, reorganization, and separation
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Financing costs, net
|
|
256
|
|
|
(27
|
)
|
|
188
|
|
|
—
|
|
|
417
|
|
|||||
|
|
2,007
|
|
|
(27
|
)
|
|
5,057
|
|
|
(1
|
)
|
|
7,036
|
|
|||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
(1,530
|
)
|
|
(165
|
)
|
|
(735
|
)
|
|
748
|
|
|
(1,682
|
)
|
|||||
Provision (benefit) for income taxes
|
|
(158
|
)
|
|
8
|
|
|
(292
|
)
|
|
—
|
|
|
(442
|
)
|
|||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST
|
|
(1,372
|
)
|
|
(173
|
)
|
|
(443
|
)
|
|
748
|
|
|
(1,240
|
)
|
|||||
Net loss from discontinued operations, net of tax
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||||
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST
|
|
(1,405
|
)
|
|
(173
|
)
|
|
(443
|
)
|
|
748
|
|
|
(1,273
|
)
|
|||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
132
|
|
|||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(1,405
|
)
|
|
$
|
(173
|
)
|
|
$
|
(575
|
)
|
|
$
|
748
|
|
|
$
|
(1,405
|
)
|
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(1,398
|
)
|
|
$
|
(173
|
)
|
|
$
|
(575
|
)
|
|
$
|
748
|
|
|
$
|
(1,398
|
)
|
|
|
Apache
Corporation
|
|
Apache
Finance
Canada
|
|
All Other
Subsidiaries
of Apache
Corporation
|
|
Reclassifications
& Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
REVENUES AND OTHER:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and gas production revenues
|
|
$
|
1,446
|
|
|
$
|
—
|
|
|
$
|
5,064
|
|
|
$
|
—
|
|
|
$
|
6,510
|
|
Equity in net income (loss) of affiliates
|
|
(5,254
|
)
|
|
(740
|
)
|
|
57
|
|
|
5,937
|
|
|
—
|
|
|||||
Other
|
|
(71
|
)
|
|
54
|
|
|
96
|
|
|
19
|
|
|
98
|
|
|||||
Gain on divestiture
|
|
36
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
281
|
|
|||||
|
|
(3,843
|
)
|
|
(686
|
)
|
|
5,462
|
|
|
5,956
|
|
|
6,889
|
|
|||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
|
399
|
|
|
—
|
|
|
1,455
|
|
|
—
|
|
|
1,854
|
|
|||||
Gathering and transportation
|
|
35
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
211
|
|
|||||
Taxes other than income
|
|
103
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
282
|
|
|||||
Exploration
|
|
2,096
|
|
|
—
|
|
|
675
|
|
|
—
|
|
|
2,771
|
|
|||||
General and administrative
|
|
296
|
|
|
—
|
|
|
65
|
|
|
19
|
|
|
380
|
|
|||||
Depreciation, depletion, and amortization
|
|
966
|
|
|
—
|
|
|
2,334
|
|
|
—
|
|
|
3,300
|
|
|||||
Asset retirement obligation accretion
|
|
15
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
145
|
|
|||||
Impairments
|
|
3,885
|
|
|
—
|
|
|
5,587
|
|
|
—
|
|
|
9,472
|
|
|||||
Transaction, reorganization, and separation
|
|
132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|||||
Financing costs, net
|
|
475
|
|
|
(14
|
)
|
|
50
|
|
|
—
|
|
|
511
|
|
|||||
|
|
8,402
|
|
|
(14
|
)
|
|
10,651
|
|
|
19
|
|
|
19,058
|
|
|||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
(12,245
|
)
|
|
(672
|
)
|
|
(5,189
|
)
|
|
5,937
|
|
|
(12,169
|
)
|
|||||
Provision (benefit) for income taxes
|
|
(2,065
|
)
|
|
11
|
|
|
1,044
|
|
|
—
|
|
|
(1,010
|
)
|
|||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST
|
|
(10,180
|
)
|
|
(683
|
)
|
|
(6,233
|
)
|
|
5,937
|
|
|
(11,159
|
)
|
|||||
Net income (loss) from discontinued operations, net of tax
|
|
(172
|
)
|
|
—
|
|
|
664
|
|
|
—
|
|
|
492
|
|
|||||
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST
|
|
(10,352
|
)
|
|
(683
|
)
|
|
(5,569
|
)
|
|
5,937
|
|
|
(10,667
|
)
|
|||||
Net loss attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(315
|
)
|
|
—
|
|
|
(315
|
)
|
|||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(10,352
|
)
|
|
$
|
(683
|
)
|
|
$
|
(5,254
|
)
|
|
$
|
5,937
|
|
|
$
|
(10,352
|
)
|
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(10,355
|
)
|
|
$
|
(683
|
)
|
|
$
|
(5,254
|
)
|
|
$
|
5,937
|
|
|
$
|
(10,355
|
)
|
|
|
Apache
Corporation
|
|
Apache
Finance
Canada
|
|
All Other
Subsidiaries
of Apache
Corporation
|
|
Reclassifications
& Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
REVENUES AND OTHER:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and gas production revenues
|
|
$
|
3,399
|
|
|
$
|
—
|
|
|
$
|
9,396
|
|
|
$
|
—
|
|
|
$
|
12,795
|
|
Equity in net income (loss) of affiliates
|
|
(3,489
|
)
|
|
(1,191
|
)
|
|
73
|
|
|
4,607
|
|
|
—
|
|
|||||
Other
|
|
375
|
|
|
55
|
|
|
(150
|
)
|
|
5
|
|
|
285
|
|
|||||
Loss on divestiture
|
|
(1,031
|
)
|
|
—
|
|
|
(577
|
)
|
|
—
|
|
|
(1,608
|
)
|
|||||
|
|
(746
|
)
|
|
(1,136
|
)
|
|
8,742
|
|
|
4,612
|
|
|
11,472
|
|
|||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
|
509
|
|
|
—
|
|
|
1,729
|
|
|
—
|
|
|
2,238
|
|
|||||
Gathering and transportation
|
|
58
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
273
|
|
|||||
Taxes other than income
|
|
206
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
577
|
|
|||||
Exploration
|
|
1,966
|
|
|
—
|
|
|
533
|
|
|
—
|
|
|
2,499
|
|
|||||
General and administrative
|
|
370
|
|
|
—
|
|
|
78
|
|
|
5
|
|
|
453
|
|
|||||
Depreciation, depletion, and amortization
|
|
1,493
|
|
|
—
|
|
|
3,033
|
|
|
—
|
|
|
4,526
|
|
|||||
Asset retirement obligation accretion
|
|
31
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
154
|
|
|||||
Impairments
|
|
1,626
|
|
|
—
|
|
|
5,476
|
|
|
—
|
|
|
7,102
|
|
|||||
Transaction, reorganization, and separation
|
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||
Financing costs, net
|
|
372
|
|
|
(24
|
)
|
|
65
|
|
|
—
|
|
|
413
|
|
|||||
|
|
6,698
|
|
|
(24
|
)
|
|
11,623
|
|
|
5
|
|
|
18,302
|
|
|||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
(7,444
|
)
|
|
(1,112
|
)
|
|
(2,881
|
)
|
|
4,607
|
|
|
(6,830
|
)
|
|||||
Provision (benefit) for income taxes
|
|
789
|
|
|
6
|
|
|
(1,313
|
)
|
|
—
|
|
|
(518
|
)
|
|||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST
|
|
(8,233
|
)
|
|
(1,118
|
)
|
|
(1,568
|
)
|
|
4,607
|
|
|
(6,312
|
)
|
|||||
Net loss from discontinued operations, net of tax
|
|
(127
|
)
|
|
—
|
|
|
(1,580
|
)
|
|
—
|
|
|
(1,707
|
)
|
|||||
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST
|
|
(8,360
|
)
|
|
(1,118
|
)
|
|
(3,148
|
)
|
|
4,607
|
|
|
(8,019
|
)
|
|||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
341
|
|
|
—
|
|
|
341
|
|
|||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(8,360
|
)
|
|
$
|
(1,118
|
)
|
|
$
|
(3,489
|
)
|
|
$
|
4,607
|
|
|
$
|
(8,360
|
)
|
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(8,361
|
)
|
|
$
|
(1,118
|
)
|
|
$
|
(3,489
|
)
|
|
$
|
4,607
|
|
|
$
|
(8,361
|
)
|
|
|
Apache
Corporation
|
|
Apache
Finance
Canada
|
|
All Other
Subsidiaries
of Apache
Corporation
|
|
Reclassifications
& Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES
|
|
$
|
625
|
|
|
$
|
51
|
|
|
$
|
1,777
|
|
|
$
|
—
|
|
|
$
|
2,453
|
|
CASH USED IN DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
|
$
|
625
|
|
|
$
|
51
|
|
|
$
|
1,754
|
|
|
$
|
—
|
|
|
$
|
2,430
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and gas property
|
|
(813
|
)
|
|
—
|
|
|
(797
|
)
|
|
—
|
|
|
(1,610
|
)
|
|||||
Additions to gas gathering, transmission, and processing facilities
|
|
(111
|
)
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(158
|
)
|
|||||
Leasehold and property acquisitions
|
|
(108
|
)
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(181
|
)
|
|||||
Proceeds from sale of oil and gas properties, other
|
|
88
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
134
|
|
|||||
Investment in subsidiaries, net
|
|
914
|
|
|
—
|
|
|
—
|
|
|
(914
|
)
|
|
—
|
|
|||||
Other
|
|
(77
|
)
|
|
—
|
|
|
232
|
|
|
—
|
|
|
155
|
|
|||||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(107
|
)
|
|
—
|
|
|
(639
|
)
|
|
(914
|
)
|
|
(1,660
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany borrowings
|
|
—
|
|
|
(23
|
)
|
|
(891
|
)
|
|
914
|
|
|
—
|
|
|||||
Payments on fixed rate debt
|
|
(181
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
|||||
Dividends paid
|
|
(379
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(379
|
)
|
|||||
Common stock activity, net
|
|
—
|
|
|
(28
|
)
|
|
28
|
|
|
—
|
|
|
—
|
|
|||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(293
|
)
|
|
—
|
|
|
(293
|
)
|
|||||
Other
|
|
8
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
(552
|
)
|
|
(51
|
)
|
|
(1,171
|
)
|
|
914
|
|
|
(860
|
)
|
|||||
NET DECREASE IN CASH AND CASH
EQUIVALENTS
|
|
(34
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(90
|
)
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
378
|
|
|
—
|
|
|
1,089
|
|
|
—
|
|
|
1,467
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
344
|
|
|
$
|
—
|
|
|
$
|
1,033
|
|
|
$
|
—
|
|
|
$
|
1,377
|
|
|
|
Apache
Corporation
|
|
Apache
Finance
Canada
|
|
All Other
Subsidiaries
of Apache
Corporation
|
|
Reclassifications
& Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES
|
|
$
|
98
|
|
|
$
|
18
|
|
|
$
|
2,438
|
|
|
$
|
—
|
|
|
$
|
2,554
|
|
CASH PROVIDED BY DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
|||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
|
98
|
|
|
18
|
|
|
2,551
|
|
|
—
|
|
|
2,667
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and gas property
|
|
(1,500
|
)
|
|
—
|
|
|
(2,708
|
)
|
|
—
|
|
|
(4,208
|
)
|
|||||
Additions to gas gathering, transmission, and processing facilities
|
|
(156
|
)
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
(233
|
)
|
|||||
Proceeds from sale of Kitimat LNG
|
|
—
|
|
|
—
|
|
|
854
|
|
|
—
|
|
|
854
|
|
|||||
Proceeds from sale of Yara Pilbara
|
|
—
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
|||||
Leasehold and property acquisitions
|
|
(313
|
)
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(367
|
)
|
|||||
Proceeds from sale of oil and gas properties
|
|
163
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
268
|
|
|||||
Investment in subsidiaries, net
|
|
6,363
|
|
|
—
|
|
|
—
|
|
|
(6,363
|
)
|
|
—
|
|
|||||
Other
|
|
(34
|
)
|
|
—
|
|
|
40
|
|
|
—
|
|
|
6
|
|
|||||
NET CASH PROVIDED BY (USED IN) CONTINUING INVESTING ACTIVITIES
|
|
4,523
|
|
|
—
|
|
|
(1,449
|
)
|
|
(6,363
|
)
|
|
(3,289
|
)
|
|||||
NET CASH PROVIDED BY DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
4,372
|
|
|
—
|
|
|
4,372
|
|
|||||
NET CASH USED IN INVESTING ACTIVITIES
|
|
4,523
|
|
|
—
|
|
|
2,923
|
|
|
(6,363
|
)
|
|
1,083
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper, credit facility, and bank notes, net
|
|
(1,570
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,570
|
)
|
|||||
Intercompany borrowings
|
|
(1,621
|
)
|
|
(18
|
)
|
|
(4,724
|
)
|
|
6,363
|
|
|
—
|
|
|||||
Payments on fixed rate debt
|
|
(939
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(939
|
)
|
|||||
Dividends paid
|
|
(377
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
(129
|
)
|
|||||
Other
|
|
(3
|
)
|
|
—
|
|
|
56
|
|
|
—
|
|
|
53
|
|
|||||
NET CASH USED IN CONTINUING FINANCING ACTIVITIES
|
|
(4,510
|
)
|
|
(18
|
)
|
|
(4,797
|
)
|
|
6,363
|
|
|
(2,962
|
)
|
|||||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(4,510
|
)
|
|
(18
|
)
|
|
(4,797
|
)
|
|
6,363
|
|
|
(2,962
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
111
|
|
|
—
|
|
|
677
|
|
|
—
|
|
|
788
|
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
267
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
679
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
378
|
|
|
$
|
—
|
|
|
$
|
1,089
|
|
|
$
|
—
|
|
|
$
|
1,467
|
|
|
|
Apache
Corporation
|
|
Apache
Finance
Canada
|
|
All Other
Subsidiaries
of Apache
Corporation
|
|
Reclassifications
& Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES
|
|
$
|
3,104
|
|
|
$
|
17
|
|
|
$
|
3,892
|
|
|
$
|
—
|
|
|
$
|
7,013
|
|
CASH PROVIDED BY DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
944
|
|
|
—
|
|
|
944
|
|
|||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
|
3,104
|
|
|
17
|
|
|
4,836
|
|
|
—
|
|
|
7,957
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and gas property
|
|
(4,364
|
)
|
|
—
|
|
|
(4,244
|
)
|
|
—
|
|
|
(8,608
|
)
|
|||||
Additions to gas gathering, transmission, and processing facilities
|
|
(9
|
)
|
|
—
|
|
|
(872
|
)
|
|
—
|
|
|
(881
|
)
|
|||||
Proceeds from sale of Deepwater Gulf of Mexico assets
|
|
1,360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,360
|
|
|||||
Proceeds from sale of Anadarko basin and southern Louisiana assets
|
|
1,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,262
|
|
|||||
Leasehold and property acquisitions
|
|
(1,475
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,475
|
)
|
|||||
Proceeds from sale of oil and gas properties
|
|
15
|
|
|
—
|
|
|
455
|
|
|
—
|
|
|
470
|
|
|||||
Investment in subsidiaries, net
|
|
1,132
|
|
|
—
|
|
|
—
|
|
|
(1,132
|
)
|
|
—
|
|
|||||
Other
|
|
(186
|
)
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(299
|
)
|
|||||
NET CASH USED IN CONTINUING INVESTING ACTIVITIES
|
|
(2,265
|
)
|
|
—
|
|
|
(4,774
|
)
|
|
(1,132
|
)
|
|
(8,171
|
)
|
|||||
NET CASH USED IN DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
(219
|
)
|
|
—
|
|
|
(219
|
)
|
|||||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(2,265
|
)
|
|
—
|
|
|
(4,993
|
)
|
|
(1,132
|
)
|
|
(8,390
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper, credit facility, and bank notes, net
|
|
1,570
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
1,568
|
|
|||||
Intercompany borrowings
|
|
—
|
|
|
8
|
|
|
(1,152
|
)
|
|
1,144
|
|
|
—
|
|
|||||
Dividends paid
|
|
(365
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(365
|
)
|
|||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
(140
|
)
|
|||||
Shares repurchased
|
|
(1,864
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,864
|
)
|
|||||
Other
|
|
(68
|
)
|
|
(28
|
)
|
|
157
|
|
|
(12
|
)
|
|
49
|
|
|||||
NET CASH USED IN CONTINUING FINANCING ACTIVITIES
|
|
(727
|
)
|
|
(20
|
)
|
|
(1,137
|
)
|
|
1,132
|
|
|
(752
|
)
|
|||||
NET CASH USED IN DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|||||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(727
|
)
|
|
(20
|
)
|
|
(1,179
|
)
|
|
1,132
|
|
|
(794
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
112
|
|
|
(3
|
)
|
|
(1,336
|
)
|
|
—
|
|
|
(1,227
|
)
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
155
|
|
|
3
|
|
|
1,748
|
|
|
—
|
|
|
1,906
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
267
|
|
|
$
|
—
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
$
|
679
|
|
|
|
Apache
Corporation
|
|
Apache
Finance
Canada
|
|
All Other
Subsidiaries
of Apache
Corporation
|
|
Reclassifications
& Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
344
|
|
|
$
|
—
|
|
|
$
|
1,033
|
|
|
$
|
—
|
|
|
$
|
1,377
|
|
Receivables, net of allowance
|
|
358
|
|
|
—
|
|
|
770
|
|
|
—
|
|
|
1,128
|
|
|||||
Inventories
|
|
29
|
|
|
—
|
|
|
447
|
|
|
—
|
|
|
476
|
|
|||||
Drilling advances
|
|
4
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
81
|
|
|||||
Prepaid assets and other
|
|
134
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
179
|
|
|||||
Intercompany receivable
|
|
5,038
|
|
|
—
|
|
|
—
|
|
|
(5,038
|
)
|
|
—
|
|
|||||
|
|
5,907
|
|
|
—
|
|
|
2,372
|
|
|
(5,038
|
)
|
|
3,241
|
|
|||||
PROPERTY AND EQUIPMENT, NET
|
|
7,014
|
|
|
—
|
|
|
11,853
|
|
|
—
|
|
|
18,867
|
|
|||||
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany receivable
|
|
—
|
|
|
—
|
|
|
12,152
|
|
|
(12,152
|
)
|
|
—
|
|
|||||
Equity in affiliates
|
|
15,517
|
|
|
(1,240
|
)
|
|
706
|
|
|
(14,983
|
)
|
|
—
|
|
|||||
Deferred charges and other
|
|
97
|
|
|
1,000
|
|
|
314
|
|
|
(1,000
|
)
|
|
411
|
|
|||||
|
|
$
|
28,535
|
|
|
$
|
(240
|
)
|
|
$
|
27,397
|
|
|
$
|
(33,173
|
)
|
|
$
|
22,519
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
371
|
|
|
$
|
(12
|
)
|
|
$
|
226
|
|
|
$
|
—
|
|
|
$
|
585
|
|
Other current liabilities
|
|
653
|
|
|
3
|
|
|
602
|
|
|
—
|
|
|
1,258
|
|
|||||
Intercompany payable
|
|
—
|
|
|
—
|
|
|
5,038
|
|
|
(5,038
|
)
|
|
—
|
|
|||||
|
|
1,024
|
|
|
(9
|
)
|
|
5,866
|
|
|
(5,038
|
)
|
|
1,843
|
|
|||||
LONG-TERM DEBT
|
|
8,247
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
8,544
|
|
|||||
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany payable
|
|
12,152
|
|
|
—
|
|
|
—
|
|
|
(12,152
|
)
|
|
—
|
|
|||||
Income taxes
|
|
(271
|
)
|
|
5
|
|
|
1,976
|
|
|
—
|
|
|
1,710
|
|
|||||
Asset retirement obligation
|
|
257
|
|
|
—
|
|
|
2,175
|
|
|
—
|
|
|
2,432
|
|
|||||
Other
|
|
888
|
|
|
1
|
|
|
422
|
|
|
(1,000
|
)
|
|
311
|
|
|||||
|
|
13,026
|
|
|
6
|
|
|
4,573
|
|
|
(13,152
|
)
|
|
4,453
|
|
|||||
COMMITMENTS AND CONTINGENCIES APACHE SHAREHOLDERS’ EQUITY
|
|
6,238
|
|
|
(534
|
)
|
|
15,517
|
|
|
(14,983
|
)
|
|
6,238
|
|
|||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
1,441
|
|
|
—
|
|
|
1,441
|
|
|||||
TOTAL EQUITY
|
|
6,238
|
|
|
(534
|
)
|
|
16,958
|
|
|
(14,983
|
)
|
|
7,679
|
|
|||||
|
|
$
|
28,535
|
|
|
$
|
(240
|
)
|
|
$
|
27,397
|
|
|
$
|
(33,173
|
)
|
|
$
|
22,519
|
|
|
|
Apache
Corporation
|
|
Apache
Finance
Canada
|
|
All Other
Subsidiaries of
Apache
Corporation
|
|
Reclassifications
& Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
378
|
|
|
$
|
—
|
|
|
$
|
1,089
|
|
|
$
|
—
|
|
|
$
|
1,467
|
|
Receivables, net of allowance
|
|
314
|
|
|
—
|
|
|
939
|
|
|
—
|
|
|
1,253
|
|
|||||
Inventories
|
|
34
|
|
|
—
|
|
|
536
|
|
|
—
|
|
|
570
|
|
|||||
Drilling advances
|
|
16
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
172
|
|
|||||
Prepaid assets and other
|
|
102
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
290
|
|
|||||
Intercompany receivable
|
|
5,212
|
|
|
—
|
|
|
—
|
|
|
(5,212
|
)
|
|
—
|
|
|||||
|
|
6,056
|
|
|
—
|
|
|
2,908
|
|
|
(5,212
|
)
|
|
3,752
|
|
|||||
PROPERTY AND EQUIPMENT, NET
|
|
6,546
|
|
|
—
|
|
|
14,292
|
|
|
—
|
|
|
20,838
|
|
|||||
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany receivable
|
|
—
|
|
|
—
|
|
|
10,744
|
|
|
(10,744
|
)
|
|
—
|
|
|||||
Equity in affiliates
|
|
16,092
|
|
|
(807
|
)
|
|
446
|
|
|
(15,731
|
)
|
|
—
|
|
|||||
Deferred charges and other
|
|
96
|
|
|
1,001
|
|
|
813
|
|
|
(1,000
|
)
|
|
910
|
|
|||||
|
|
$
|
28,790
|
|
|
$
|
194
|
|
|
$
|
29,203
|
|
|
$
|
(32,687
|
)
|
|
$
|
25,500
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
409
|
|
|
$
|
—
|
|
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
618
|
|
Other current liabilities
|
|
539
|
|
|
3
|
|
|
681
|
|
|
—
|
|
|
1,223
|
|
|||||
Intercompany payable
|
|
—
|
|
|
—
|
|
|
5,212
|
|
|
(5,212
|
)
|
|
—
|
|
|||||
|
|
948
|
|
|
3
|
|
|
6,102
|
|
|
(5,212
|
)
|
|
1,841
|
|
|||||
LONG-TERM DEBT
|
|
8,418
|
|
|
298
|
|
|
—
|
|
|
—
|
|
|
8,716
|
|
|||||
DEFERRED CREDITS AND OTHER
NONCURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany payable
|
|
10,744
|
|
|
—
|
|
|
—
|
|
|
(10,744
|
)
|
|
—
|
|
|||||
Income taxes
|
|
(412
|
)
|
|
4
|
|
|
2,937
|
|
|
—
|
|
|
2,529
|
|
|||||
Asset retirement obligation
|
|
271
|
|
|
—
|
|
|
2,291
|
|
|
—
|
|
|
2,562
|
|
|||||
Other
|
|
933
|
|
|
250
|
|
|
179
|
|
|
(1,000
|
)
|
|
362
|
|
|||||
|
|
11,536
|
|
|
254
|
|
|
5,407
|
|
|
(11,744
|
)
|
|
5,453
|
|
|||||
COMMITMENTS AND CONTINGENCIES
APACHE SHAREHOLDERS’ EQUITY
|
|
7,888
|
|
|
(361
|
)
|
|
16,092
|
|
|
(15,731
|
)
|
|
7,888
|
|
|||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
1,602
|
|
|
—
|
|
|
1,602
|
|
|||||
TOTAL EQUITY
|
|
7,888
|
|
|
(361
|
)
|
|
17,694
|
|
|
(15,731
|
)
|
|
9,490
|
|
|||||
|
|
$
|
28,790
|
|
|
$
|
194
|
|
|
$
|
29,203
|
|
|
$
|
(32,687
|
)
|
|
$
|
25,500
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
3.1
|
–
|
Restated Certificate of Incorporation of Registrant, dated September 19, 2013, as filed with the Secretary of State of Delaware on September 19, 2013 (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed September 20, 2013, SEC File No. 001-4300).
|
3.2
|
–
|
Certificate of Amendment of Restated Certificate of Incorporation of Registrant, dated May 14, 2015, as filed with the Secretary of State of Delaware on May 14, 2015 (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed May 20, 2015, SEC File No. 001-04300).
|
3.3
|
–
|
Bylaws of Registrant, as amended February 3, 2016, (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed February 9, 2016, SEC File No. 001-4300).
|
4.1
|
–
|
Form of Certificate for Registrant’s Common Stock (incorporated by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, SEC File No. 001-4300).
|
4.2
|
–
|
Form of 3.625% Notes due 2021 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K, dated November 30, 2010, filed on December 3, 2010, SEC File No. 001-4300).
|
4.3
|
–
|
Form of 5.250% Notes due 2042 (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K, dated November 30, 2010, filed on December 3, 2010, SEC File No. 001-4300).
|
4.4
|
–
|
Form of 5.100% Notes due 2040 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K, dated August 17, 2010, filed on August 20, 2010, SEC File No. 001-4300).
|
4.5
|
–
|
Form of 1.75% Notes due 2017 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K, dated April 3, 2012, filed on April 9, 2012, SEC File No. 001-4300).
|
4.6
|
–
|
Form of 3.25% Note due 2022 (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K, dated April 3, 2012, filed on April 9, 2012, SEC File No. 001-4300).
|
4.7
|
–
|
Form of 4.75% Notes due 2043 (incorporated by reference to Exhibit 4.3 to Registrant’s Current Report on Form 8-K, dated April 3, 2012, filed on April 9, 2012, SEC File No. 001-4300).
|
4.8
|
–
|
Form of 2.625% Notes due 2023 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K, dated November 28, 2012, filed on December 4, 2012, SEC File No. 001-4300).
|
4.9
|
–
|
Form of 4.250% Notes due 2044 (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K, dated November 28, 2012, filed on December 4, 2012, SEC File No. 001-4300).
|
4.10
|
–
|
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 Registrant's common shareholders of record on January 31, 1996 (incorporated by reference to Exhibit (a) to Registrant's Registration Statement on Form 8-A, dated January 24, 1996, SEC File No. 001-4300).
|
4.11
|
–
|
Amendment No. 1, dated as of January 31, 2006, to the Rights Agreement dated as of January 31, 1996 between Registrant and Wells Fargo Bank, N.A. (as successor-in-interest to Norwest Bank Minnesota, N.A.) (incorporated by reference to Exhibit 4.4 to Registrant's Amendment No. 1 to Registration Statement on Form 8-A, dated January 31, 2006, SEC File No. 001-4300).
|
4.12
|
–
|
Amendment No. 2, dated March 10, 2014, to the Rights Agreement by and between Registrant and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to Registrant’s Registration Statement on Form 8-A, filed March 10, 2014, SEC File No. 001-4300).
|
4.13
|
–
|
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 Registrant’s Registration Statement on Form S-3, dated May 23, 2003, Reg. No. 333-105536).
|
4.14
|
–
|
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 Registrant’s Registration Statement on Form S-3, dated May 23, 2003, Reg. No. 333-105536).
|
4.15
|
–
|
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 Registrant’s Registration Statement on Form S-3, dated November 12, 1997, Reg. No. 333-339973).
|
4.16
|
–
|
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 Registrant’s Registration Statement on Form S-3, dated November 12, 1999, Reg. No. 333-90147).
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
4.17
|
–
|
Senior Indenture, dated May 19, 2011, between Registrant and Wells Fargo Bank, National Association, as trustee, governing the senior debt securities of Apache Corporation (incorporated by reference to Exhibit 4.14 to Registrant’s Registration Statement on Form S-3, dated May 23, 2011, Reg. No. 333-174429).
|
4.18
|
–
|
Senior Indenture, dated May 19, 2011, among Apache Finance Pty Ltd, Apache Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee, governing the senior debt securities of Apache Finance Pty Ltd and the related guarantees (incorporated by reference to Exhibit 4.16 to Registrant’s Registration Statement on Form S-3, dated May 23, 2011, Reg. No. 333-174429).
|
4.19
|
–
|
Senior Indenture, dated May 19, 2011, among Apache Finance Canada Corporation, Apache Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee, governing the senior debt securities of Apache Finance Corporation and the related guarantees (incorporated by reference to Exhibit 4.20 to Registrant’s Registration Statement on Form S-3, dated May 23, 2011, Reg. No. 333-174429).
|
†4.20
|
–
|
Form of Apache Corporation November 10, 2010 First Non-Qualified Stock Option Agreement for Certain Employees of Apache Corporation (incorporated by reference to Exhibit 4.6 to Registrant’s Registration Statement on Form S-8 filed on November 10, 2010, Reg. No. 333-170533).
|
†4.21
|
–
|
Form of Apache Corporation November 10, 2010 Second Non-Qualified Stock Option Agreement for Certain Employees of Apache Corporation (incorporated by reference to Exhibit 4.7 to Registrant’s Registration Statement on Form S-8 filed on November 10, 2010, Reg. No. 333-170533).
|
†4.22
|
–
|
Form of Apache Corporation November 10, 2010 Non-Statutory Stock Option Agreement for Certain Employees of Apache Corporation (incorporated by reference to Exhibit 4.8 to Registrant’s Registration Statement on Form S-8 filed on November 10, 2010, Reg. No. 333-170533).
|
10.1
|
–
|
Credit Agreement, dated August 12, 2011, among Registrant, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., Bank of America, N.A., and Wells Fargo Bank, National Association, as Syndication Agents (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 18, 2011, SEC File No. 001-4300).
|
10.2
|
–
|
First Amendment to Credit Agreement, dated as of July 17, 2013, among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, amending Credit Agreement, dated as of August 12, 2011, among the same parties (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, SEC File No. 001-4300).
|
10.3
|
–
|
Credit Agreement, dated as of June 4, 2012, among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Global Syndication Agents, and The Royal Bank of Scotland plc and Royal Bank of Canada, as Global Documentation Agents (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed June 7, 2012, SEC File No. 001-04300).
|
10.4
|
–
|
Credit Agreement, dated as of June 4, 2012, among Apache Canada Ltd., the lenders party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent, Royal Bank of Canada, as Canadian Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Global Syndication Agents, and The Royal Bank of Scotland plc and Royal Bank of Canada, as Global Documentation Agents (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed June 7, 2012, SEC File No. 001-04300).
|
10.5
|
–
|
Syndicated Facility Agreement, dated as of June 4, 2012, among Apache Energy Limited (ACN 009 301 964), the lenders party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent, Citisecurities Limited (ABN 51 008 489 610), as Australian Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Global Syndication Agents, and The Royal Bank of Scotland plc and Royal Bank of Canada, as Global Documentation Agents (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed June 7, 2012, SEC File No. 001-04300).
|
10.6
|
–
|
Credit Agreement, dated December 11, 2014, among Apache Corporation, the lenders party thereto, Citibank, N.A., as Administrative Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, and The Royal Bank of Scotland plc and Wells Fargo Bank, National Association, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed December 15, 2014, SEC File No. 001-4300).
|
10.7
|
–
|
Credit Agreement, dated as of June 4, 2015, among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Co-Syndication Agents, and Royal Bank of Canada, HSBC Bank USA, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Wells Fargo Bank, National Association, and Mizuho Bank, Ltd., as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed June 9, 2015, SEC File No. 001-04300).
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
10.8
|
–
|
First Amendment to Credit Agreement, dated as of September 9, 2015, among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, amending Credit Agreement, dated as of June 4, 2015 among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Co-Syndication Agents, and Royal Bank of Canada, HSBC Bank USA, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Wells Fargo Bank, National Association, and Mizuho Bank, Ltd., as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, SEC File No. 001-04300).
|
10.9
|
–
|
Second Amendment to Credit Agreement, dated as of February 22, 2016, among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, amending Credit Agreement, dated as of June 4, 2015, among Apache Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Citibank, N.A., as Co-Syndication Agents, and Royal Bank of Canada, HSBC Bank USA, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Wells Fargo Bank, National Association, and Mizuho Bank, Ltd., as Co-Documentation Agents (incorporated by reference to Exhibit 10.9 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, SEC File No. 001-4300).
|
10.10
|
–
|
Credit Agreement, dated as of February 22, 2016, among Apache Corporation, the lenders party thereto, the issuing banks party thereto, J.P. Morgan Europe Limited, as Administrative Agent, HSBC Bank USA, National Association, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, and Bank of Montreal, as Co-Syndication Agents, and Deutsche Bank AG New York Branch and Société Générale, as Co-Documentation Agents (incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.11
|
–
|
Apache Corporation Corporate Incentive Compensation Plan A (Senior Officers' Plan), dated July 16, 1998 (incorporated by reference to Exhibit 10.13 to Registrant's 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 A, dated November 20, 2008, effective as of January 1, 2005 (incorporated by reference to Exhibit 10.17 to Registrant’s Annual Report on Form 10-K for year ended December 31, 2008, SEC File No. 001-4300).
|
†10.13
|
–
|
Apache Corporation Corporate Incentive Compensation Plan B (Strategic Objectives Format), dated July 16, 1998 (incorporated by reference to Exhibit 10.14 to Registrant's Annual Report on Form 10-K for year ended December 31, 1998, SEC File No. 001-4300).
|
†10.14
|
–
|
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 Registrant’s Annual Report on Form 10-K for year ended December 31, 2008, SEC File No. 001-4300).
|
†10.15
|
–
|
Apache Corporation 401(k) Savings Plan, as amended and restated, dated March 17, 2015, effective January 31, 2014 (incorporated by reference to Exhibit 10.15 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.16
|
–
|
Amendment to Apache Corporation 401(k) Savings Plan, dated April 17, 2014 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, SEC File No. 001-4300.)
|
†10.17
|
–
|
Amendment to Apache Corporation 401(k) Savings Plan, dated May 16, 2014 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300).
|
†10.18
|
–
|
Amendment to Apache Corporation 401(k) Savings Plan, effective February 3, 2016 (incorporated by reference to Exhibit 10.18 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.19
|
–
|
Non-Qualified Retirement/Savings Plan of Apache Corporation, as amended and restated, dated July 16, 2014, effective January 1, 2015 (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300).
|
†10.20
|
–
|
Non-Qualified Restorative Retirement Savings Plan of Apache Corporation, as amended and restated, dated July 16, 2014, effective January 1, 2015 (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300).
|
†10.21
|
–
|
Apache Corporation 2016 Omnibus Compensation Plan, dated February 3, 2016, effective May 12, 2016 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed May 16, 2016, SEC File No. 001-4300).
|
†10.22
|
–
|
Apache Corporation 2011 Omnibus Equity Compensation Plan, as amended and restated May 12, 2016 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, SEC File No. 001-4300).
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
†10.23
|
–
|
Apache Corporation 2007 Omnibus Equity Compensation Plan, as amended and restated May 4, 2011 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, SEC File No. 001-4300).
|
†10.24
|
–
|
Apache Corporation 2005 Stock Option Plan, as amended and restated September 16, 2013 (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, File No. 001-4300).
|
†10.25
|
–
|
Apache Corporation Income Continuance Plan, as amended and restated July 14, 2010, effective January 1, 2009 (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, SEC File No. 001-4300).
|
†10.26
|
–
|
Apache Corporation Deferred Delivery Plan, as amended and restated May 12, 2016 (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, SEC File No. 001-4300).
|
†10.27
|
–
|
Apache Corporation Non-Employee Directors’ Compensation Plan, as amended and restated May 14, 2015 (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, SEC File No. 001-4300).
|
†10.28
|
–
|
Apache Corporation Outside Directors’ Retirement Plan, as amended and restated July 16, 2014, effective June 30, 2014 (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, 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 Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, SEC File No. 001-4300).
|
†10.30
|
–
|
Apache Corporation Non-Employee Directors’ Restricted Stock Units Program, as amended and restated May 14, 2015 (incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, SEC File No. 001-4300).
|
†10.31
|
–
|
Apache Corporation Non-Employee Directors’ Restricted Stock Units Program, effective May 12, 2016, pursuant to Apache Corporation 2016 Omnibus Compensation Plan (incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, SEC File No. 001-4300).
|
†10.32
|
–
|
Apache Corporation Outside Directors’ Deferral Program, effective May 12, 2016, pursuant to Apache Corporation 2016 Omnibus Compensation Plan (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, SEC File No. 001-4300).
|
†10.33
|
–
|
Apache Corporation Outside Directors’ Deferral Program, effective July 16, 2014, pursuant to Apache Corporation 2011 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 001-4300).
|
†10.34
|
–
|
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 Registrant’s Annual Report on Form 10-K for year ended December 31, 2008, SEC File No. 001-4300).
|
†10.35
|
–
|
Retirement Agreement, dated January 19, 2015, between Registrant and G. Steven Farris (incorporated by reference to Exhibit 10.39 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, SEC File No. 001-4300).
|
†10.36
|
–
|
Apache Corporation Executive Termination Policy (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, SEC File No. 001-4300).
|
†10.37
|
–
|
2016 Employee Release and Settlement Agreement between Registrant and Thomas E. Voytovich, effective November 30, 2015 (incorporated by reference to Exhibit 10.41 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.38
|
–
|
Form of Stock Option Award Agreement, dated May 6, 2009 (incorporated by reference to Exhibit 10.39 to Registrant's Annual Report on Form 10-K for year ended December 31, 2009, SEC File No. 001-4300).
|
†10.39
|
–
|
Form of 2014 Performance Agreement (Total Shareholder Return), dated January 9, 2014 (incorporated by reference to Exhibit 10.46 to Registrant’s Annual Report on Form 10-K for year ended December 31, 2013, SEC File No. 001-4300).
|
†10.40
|
–
|
Form of 2014 Performance Agreement (Business Performance), dated February 3, 2014 (incorporated by reference to Exhibit 10.47 to Registrant’s Annual Report on Form 10-K for year ended December 31, 2013, SEC File No. 001-4300).
|
†10.41
|
–
|
Form of 2015 Performance Share Program Award Notice and Agreement, dated February 19, 2015 (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, SEC File No. 001-4300).
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
†10.42
|
–
|
Restricted Stock Unit Award Agreement between Registrant and John J. Christmann, dated February 18, 2015 (incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, SEC File No. 001-4300).
|
†10.43
|
–
|
2015 Long Term Cash Performance Program Award Notice and Agreement between Registrant and Stephen J. Riney, dated April 8, 2015 (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, SEC File No. 001-4300).
|
†10.44
|
–
|
Form of 2016 Performance Share Program Award Notice and Agreement, dated January 7, 2016 (incorporated by reference to Exhibit 10.59 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
*†10.45
|
–
|
Form of 2017 Performance Share Program Award Notice and Agreement, dated December 13, 2016.
|
†10.46
|
–
|
Form of Restricted Stock Unit Award Agreement, dated February 3, 2016 (incorporated by reference to Exhibit 10.60 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.47
|
–
|
Form of Restricted Stock Unit Award Agreement dated September 14, 2016 (2016 Omnibus Compensation Plan) (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, SEC File No. 001-4300).
|
*†10.48
|
–
|
Form of Stock Option Grant Agreement, dated December 13, 2016 (2016 Omnibus Compensation Plan).
|
†10.49
|
–
|
Form of Stock Option Award Agreement, dated February 3, 2016 (incorporated by reference to Exhibit 10.61 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.50
|
–
|
Amendment of Stock Option Grants (2011 Omnibus Equity Compensation Plan), dated January 20, 2015, between Registrant and G. Steven Farris (incorporated by reference to Exhibit 10.63 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2014, SEC File No. 001-4300).
|
†10.51
|
–
|
Amendment of Restricted Stock Unit Awards (2007 and 2011 Omnibus Equity Compensation Plans), dated January 20, 2015, between Registrant and G. Steven Farris (incorporated by reference to Exhibit 10.64 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2014, SEC File No. 001-4300).
|
†10.52
|
–
|
Amendment of 2014 Performance Program (Business Performance) Award (2011 Omnibus Compensation Plan), dated January 20, 2015, between Registrant and G. Steven Farris (incorporated by reference to Exhibit 10.65 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2014, SEC File No. 001-4300).
|
†10.53
|
–
|
Amendment of 2014 Performance Program (Business Performance) Award (2011 Omnibus Equity Compensation Plan), effective November 30, 2015, between Registrant and Thomas E. Voytovich (incorporated by reference to Exhibit 10.74 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.54
|
–
|
Amendment of Restricted Stock Unit Awards (2011 Omnibus Equity Compensation Plan), effective November 30, 2015, between Registrant and Thomas E. Voytovich (incorporated by reference to Exhibit 10.75 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.55
|
–
|
Amendment of Stock Option Grants (2007 and 2011 Omnibus Equity Compensation Plans), effective November 30, 2015, between Registrant and Thomas E. Voytovich (incorporated by reference to Exhibit 10.76 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
†10.56
|
–
|
Amendment of Stock Option Grants (2005 Stock Option Plan), effective November 30, 2015, between Registrant and Thomas E. Voytovich (incorporated by reference to Exhibit 10.77 to Registrant's Annual Report on Form 10-K for year ended December 31, 2015, SEC File No. 001-4300).
|
*12.1
|
–
|
Statement of Computation of Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividends.
|
*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 (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer.
|
*31.2
|
–
|
Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer.
|
*32.1
|
–
|
Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Executive Officer and Principal Financial Officer.
|
*99.1
|
–
|
Report of Ryder Scott Company, L.P., Petroleum Consultants.
|
*101.INS
|
–
|
XBRL Instance Document.
|
*101.SCH
|
–
|
XBRL Taxonomy Schema Document.
|
*101.CAL
|
–
|
XBRL Calculation Linkbase Document.
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
*101.DEF
|
–
|
XBRL Definition Linkbase Document.
|
*101.LAB
|
–
|
XBRL Label Linkbase Document.
|
*101.PRE
|
–
|
XBRL Presentation Linkbase Document.
|
* Filed herewith.
|
† Management contracts or compensatory plans or arrangements required to be filed herewith pursuant to Item 15 hereof.
|
Notice:
|
A summary of the terms of Conditional Grants of Restricted Stock Units (“RSUs”) under the 2017 Performance Share Program is set out in this notice (the “Award Notice”) but subject always to the terms of the Apache Corporation 2016 Omnibus Compensation Plan (the “Plan”) and the 2017 Performance Share Program Agreement (the “Agreement”). In the event of any inconsistency between the terms of this Award Notice, the terms of the Plan and the Agreement, the terms of the Plan and the Agreement shall prevail.
|
Type of Award:
|
A conditional award of RSUs based on a target percentage of annual base salary determined at the beginning of the Performance Period derived from job level (the “Conditional Grant”).
|
Restricted Stock Unit:
|
A Restricted Stock Unit (“RSU”) as defined in the Plan and meaning the right granted to the Recipient of the Conditional Grant, as adjusted at the end of the Performance Period, to receive one share of Stock for each RSU at the end of the specified Vesting Period.
|
Stock:
|
The $0.625 par value common stock of the Company or as otherwise defined in the Plan.
|
Grant:
|
A Conditional Grant related to ______ Restricted Stock Units (“Target Amount”)
|
Conditions:
|
Subject always to the terms of the Plan and the Agreement, the Conditional Grant of RSUs shall be made as of the Grant Date. At the end of the Performance Period, the Committee shall derive and confirm the number of Conditional Grant RSUs that will actually be awarded as RSUs to the Recipient based upon measurement of the specific performance goals, applicable performance percentage levels and applicable weighting percentages during the Performance Period as set forth in Schedule B to the Agreement, provided that the Recipient remains an Eligible Person and employed by the Company or its Affiliate as of the final day of the Performance Period. Once granted at the conclusion of the Performance Period, such RSUs shall remain subject to a vesting schedule (as set forth below) (the “Vesting Period”). Once vested, the Recipient shall be paid the value of his or her RSUs in shares of Stock (net of shares withheld for applicable tax withholdings) provided that the Recipient remains employed as an Eligible Person during the Vesting Period including the vesting date.
|
Performance Measure:
|
The performance measures for the Conditional Grant, the performance percentage levels, and the applicable weighting percentages to be applied over the Performance Period are set forth on Schedule B to the Agreement.
|
Performance Period:
|
The three-year period commencing January 1, 2017 and ending December 31, 2019.
|
Vesting Period:
|
Except upon a change of control (as described below), death, or Disability (as described below), cessation of employment during the Performance Period shall result in the immediate forfeiture of the entire amount of the Conditional Grant. Any such RSUs awarded shall vest in accordance with the following schedule, provided that the Recipient remains employed as an Eligible Person as of such vesting date:
|
Withholding:
|
The Company and the Recipient will comply with all federal and state laws and regulations respecting the required withholding, deposit and payment of any income, employment, or other taxes relating to the Grant.
|
Clawback:
|
This Grant is subject to the Company's Executive Compensation Clawback Policy (a copy of which is provided with this Notice) and the recoupment and reimbursement policies as provided in the Agreement.
|
Dividends:
|
The Company will credit each of the Recipient's Conditional Grant RSUs and RSUs, as applicable, with Dividend Equivalents. For purposes of this Grant, a Dividend Equivalent is an amount equal to the cash dividend payable per share of Stock multiplied by the number of shares of Stock then underlying such outstanding Conditional Grant RSUs or RSUs, as applicable. Such amount will be credited to a book entry account on Recipient's behalf at the time the Company pays any cash dividend on its Stock. The Recipient's rights in any such Dividend Equivalents will vest at the same time as, and only to the extent that, the underlying Conditional Grant RSUs or RSUs, as applicable, vest and will be distributed at the same time in cash (subject to applicable withholdings), and only to the extent, as the related RSUs are to be distributed to the Recipient as provided in the Agreement and to which such Dividend Equivalents apply. Dividend Equivalents on Conditional Grant RSUs will accrue and be credited by the Company but will be subject to the same performance goals, applicable performance percentage levels and applicable weighting percentages as the related Conditional Grant RSUs. Dividend Equivalents (as so adjusted) will not be paid to a Recipient until such Recipient becomes vested in the related RSUs granted at the end of the Performance Period and will be forfeited in the event of the forfeiture and cancellation of the related Conditional Grant RSUs and RSUs pursuant to this Agreement.
|
Acceptance
|
Please complete the on-line grant acceptance as promptly as possible to accept or reject your Conditional Grant. You can access this through your account at netbenefits.fidelity.com. By accepting your Conditional Grant, you will have agreed to the terms and conditions set forth in the Agreement, including, but not limited to, the non-compete and non-disparagement provisions set forth in sections 6 and 7 of the Agreement, and the terms and conditions of the Plan. If you do not accept your grant you will be unable to receive your Conditional Grant or the related RSUs.
|
Performance Goals:
|
1.
Total Shareholder Return
|
|
At the end of the Performance Period, the Committee shall derive and confirm a portion of the number of Conditional Grant RSUs that will actually be awarded as RSUs to the Recipient based upon measurement of total shareholder return (“TSR”) of Stock as compared to a designated Peer Group during the Performance Period, provided that the Recipient remains an Eligible Person and employed by the Company or its Affiliate as of the final day of the Performance Period.
|
•
|
Begin Price
= Average per share closing price of a share or share equivalent on the applicable stock exchange for the month of December immediately preceding the beginning of the performance period
|
•
|
End Price
= Average per share closing price of a share or share equivalent on the applicable stock exchange for the month in which the performance period ends
|
•
|
Dividends
= Includes dividends paid throughout performance period
|
•
|
TSR ranking compared to designated Peer Group (11 companies selected)
|
◦
|
Anadarko Petroleum Corporation
|
◦
|
Chesapeake Energy Corporation
|
◦
|
ConocoPhillips Company
|
◦
|
Devon Energy Corporation
|
◦
|
EOG Resources, Inc.
|
◦
|
Hess Corporation
|
◦
|
Marathon Oil Corporation
|
◦
|
Murphy Oil Corporation
|
◦
|
Noble Energy Inc.
|
◦
|
Occidental Petroleum Corporation
|
◦
|
Pioneer Natural Resources Co.
|
•
|
Apache’s performance over a three-year performance period will be directly ranked within the peer group, resulting in the application of a single multiplier to the target shares to derive the number of shares awarded. The multiplier will range from 0 for performance in the bottom quartile to 2.0 for ranking 1st among the peer group.
|
•
|
Should consolidation among peers in the marketplace occur, the ranking schedule would adjust to accommodate the reduced number of peers.
|
•
|
Cash Flow from Operations; and
|
•
|
Reserves Added per Debt Adjusted Share
|
Metric
|
Weighting
|
Threshold
|
Target
|
Max
|
Total Shareholder Return
|
50%
|
9th
|
6th
|
1st - 2nd
|
Cash Flow from Operations
|
25%
|
-10%
|
Plan
|
+10%
|
Reserves added per debt adjusted share
|
25%
|
-10%
|
Plan
|
+10%
|
•
|
1/1/2017 to 12/31/2019
|
Measurement:
|
At the conclusion of the three-year performance period, a calculation of TSR performance will be made and confirmed. 50% of the total Target Amount of RSUs will be determined based upon the final TSR performance as follows:
|
Rank Against
Peers
|
Payout
Multiple
|
1
|
2.00
|
2
|
2.00
|
3
|
1.75
|
4
|
1.50
|
5
|
1.25
|
6
|
1.00
|
7
|
0.80
|
8
|
0.60
|
9
|
0.40
|
10
|
0.00
|
11
|
0.00
|
12
|
0.00
|
Metric
|
Threshold
|
Target
|
Max
|
Cash Flow from Operations
|
-10%
|
Plan
|
+10%
|
Reserves added per debt adjusted share
|
-10%
|
Plan
|
+10%
|
(a)
|
There is a material diminution in the Recipient’s base compensation, compared to his rate of base compensation on the date of the 409A Change of Control.
|
(b)
|
There is a material diminution in the Recipient’s authority, duties or responsibilities.
|
(c)
|
There is a material diminution in the authority, duties or responsibilities of the Recipient’s supervisor, such as a requirement that the Recipient (or his supervisor) report to a corporate officer or employee instead of reporting directly to the board of directors.
|
(d)
|
There is a material diminution in the budget over which the Recipient retains authority.
|
(e)
|
There is a material change in the geographic location at which the Recipient must perform his service, including, for example the assignment of the Recipient to a regular workplace that is more than 50 miles from his regular workplace on the date of the 409A Change of Control.
|
Notice:
|
A summary of the terms of your grant of a Stock Option to purchase Shares (“Option”) is set out in this notice (the “Grant Notice”) but subject always to the terms of the Apache Corporation 2016 Omnibus Compensation Plan (the “Plan”) and the Stock Option Award Agreement (the “Agreement”). In the event of any inconsistency between the terms of this Grant Notice, the terms of the Plan and the Agreement, the terms of the Plan and the Agreement shall prevail.
|
Type of Award:
|
Non-Qualified Stock Option
|
Plan:
|
Apache Corporation 2016 Omnibus Compensation Plan
|
Exercisability:
|
Subject to the terms of the Plan and this Agreement, your Option may be exercised on and after the vesting 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.
|
Percentage of Shares
|
Vesting Date
|
1/3
|
The first anniversary of
the Grant Date
|
1/3
|
The second anniversary of
the Grant Date
|
1/3
|
The third anniversary of
the Grant Date
|
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.
|
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, including, but not limited to, the non-compete and non-disparagement provisions set forth in sections 4(c), 5, and 6 of the Agreement, and the terms and conditions of the Plan. If you do not accept your Grant you will be unable to exercise your Option.
|
(a)
|
There is a material diminution in the Participant’s base compensation, compared to his rate of base compensation on the date of the Change of Control.
|
(b)
|
There is a material diminution in the Participant’s authority, duties, or responsibilities.
|
(c)
|
There is a material diminution in the authority, duties, or responsibilities of the Participant’s supervisor, such as a requirement that the Participant (or his supervisor) report to a corporate officer or employee instead of reporting directly to the board of directors.
|
(d)
|
There is a material diminution in the budget over which the Participant retains authority.
|
(e)
|
There is a material change in the geographic location at which the Participant must perform his service, including, for example the assignment of the Participant to a regular workplace that is more than 50 miles from his regular workplace on the date of the Change of Control.
|
1.
|
Grant of the Option
.
|
2.
|
Exercisability of the Option
.
|
3.
|
Method of Exercise of the Option
.
|
7.
|
Non-Transferability of the Option
.
|
8.
|
Taxes and Withholdings
.
|
9.
|
No Rights as a Shareholder
.
|
10.
|
No Right to Continued Employment
.
|
11.
|
The Plan
.
|
12.
|
Compliance with Laws and Regulations
.
|
13.
|
Notices
.
|
14.
|
Other Plans
.
|
(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 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, which is calculated using the effective tax rate, that would be required to cover its preferred stock dividends.
|
(4)
|
The Company’s 2016, 2015, and 2014 earnings are inadequate to cover fixed charges, with a deficit of $1.7 billion, $12.2 billion, and $6.9 billion, respectively.
|
(5)
|
The Company’s 2016, 2015, and 2014 earnings are inadequate to cover fixed charges and noncontrolling interest, with a deficit of $1.9 billion, $11.9 billion, and $7.3 billion, respectively.
|
(6)
|
The Company's 2013 earnings are inadequate to cover fixed charges, preferred stock dividend requirements, and noncontrolling interest, with a deficit of $5.7 billion.
|
|
|
Exhibit 21.1
|
|
|
|
Apache Corporation (a Delaware corporation)
|
||
Listing of Subsidiaries as of December 31, 2016
|
||
|
|
|
Exact Name of Subsidiary and Name
|
|
Jurisdiction of
|
under which Subsidiary does Business
|
|
Incorporation or Organization
|
Alta Vista Oil Corporation
|
|
Delaware
|
Apache Alaska Corporation
|
|
Delaware
|
Apache Corporation (New Jersey)
|
|
New Jersey
|
Apache Crude Oil Marketing, Inc.
|
|
Delaware
|
Apache Deepwater LLC
|
|
Delaware
|
Apache Fertilizer Holdings II Corporation LDC
|
|
Cayman Islands
|
Apache Finance Louisiana Corporation
|
|
Delaware
|
Apache Foundation
|
|
Minnesota
|
Apache Gathering Company
|
|
Delaware
|
Apache Holdings, Inc.
|
|
Delaware
|
Apache International Employment Inc.
|
|
Delaware
|
Apache Louisiana Holdings LLC
|
|
Delaware
|
Apache Louisiana Minerals LLC
|
|
Delaware
|
Apache Marketing, Inc.
|
|
Delaware
|
Apache Midstream LLC
|
|
Delaware
|
Alpine High Gathering LLC (formerly Alpine Gathering LLC)
|
|
Delaware
|
Alpine High Pipeline LLC
|
|
Delaware
|
Alpine High Processing LLC (formerly Alpine Processing LLC)
|
|
Delaware
|
Apache North America LLC
|
|
Delaware
|
Apache Finance Australia Pty Limited
|
|
Australian Capital Territory
|
Apache Finance Egypt I S.a.r.l.
|
|
Luxembourg
|
Apache Finance Egypt II S.a.r.l.
|
|
Luxembourg
|
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 Luxembourg Holdings VI LDC
|
|
Cayman Islands
|
Apache Luxembourg Holdings IV S.a. r.l.
|
|
Luxembourg
|
Apache Oil Corporation
|
|
Texas
|
Apache Overseas LLC
|
|
Delaware
|
Apache Asia Holdings Corporation LDC
|
|
Cayman Islands
|
Apache Asia Pacific Corporation LDC
|
|
Cayman Islands
|
Apache East Ras Budran Corporation LDC
|
|
Cayman Islands
|
Apache Egypt Investment Corporation LDC
|
|
Cayman Islands
|
Apache Egypt Holdings I Corporation LDC
|
|
Cayman Islands
|
Apache Egypt Holdings IV Corporation LDC
|
|
Cayman Islands
|
Apache Natural Gas Transportation Fuels LLC
|
|
Delaware
|
Apache Egypt Holdings III Corporation LDC
|
|
Cayman Islands
|
Apache Egypt GP Corporation LDC
|
|
Cayman Islands
|
Apache Egypt Holdings II Corporation LDC
|
|
Cayman Islands
|
Apache Abu Gharadig Corporation LDC
|
|
Cayman Islands
|
Apache East Bahariya Corporation LDC
|
|
Cayman Islands
|
Apache El Diyur Corporation LDC
|
|
Cayman Islands
|
Apache Faiyum Corporation LDC
|
|
Cayman Islands
|
|
|
Exhibit 21.1
|
|
|
|
Apache Corporation (a Delaware corporation)
|
||
Listing of Subsidiaries as of December 31, 2016
|
||
|
|
|
Exact Name of Subsidiary and Name
|
|
Jurisdiction of
|
under which Subsidiary does Business
|
|
Incorporation or Organization
|
Apache Khalda Corporation LDC
|
|
Cayman Islands
|
Apache Egypt Midstream Holdings I LDC
|
|
Cayman Islands
|
Apache Khalda II Corporation LDC
|
|
Cayman Islands
|
Apache Matruh Corporation LDC
|
|
Cayman Islands
|
Apache Mediterranean Corporation LDC
|
|
Cayman Islands
|
Apache North Bahariya Corporation LDC
|
|
Cayman Islands
|
Apache North El Diyur Corporation LDC
|
|
Cayman Islands
|
Apache North Tarek Corporation LDC
|
|
Cayman Islands
|
Apache Qarun Corporation LDC
|
|
Cayman Islands
|
Apache Qarun Exploration Company LDC
|
|
Cayman Islands
|
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 UK Corporation LDC
|
|
Cayman Islands
|
Apache International Finance III S.a.r.l.
|
|
Luxembourg
|
Apache North Sea Limited
|
|
England and Wales
|
Apache North Sea Production Limited
|
|
England and Wales
|
Apache UK Investment Limited
|
|
England and Wales
|
Apache Beryl I Limited
|
|
Cayman Islands
|
Apache Beryl III Limited
|
|
England and Wales
|
Beryl North Sea II Limited
|
|
Cayman Islands
|
SAGE North Sea Limited
|
|
Cayman Islands
|
Apache EMEA Corporation LDC
|
|
Cayman Islands
|
Apache Exploration LDC
|
|
Cayman Islands
|
Apache Fertilizer Holdings Corporation LDC
|
|
Cayman Islands
|
Apache International Holdings S.a.r.l.
|
|
Luxembourg
|
Apache International Finance S.a.r.l.
|
|
Luxembourg
|
Apache International Finance II S.a.r.l.
|
|
Luxembourg
|
Apache Finance Pty Limited
|
|
Australian Capital Territory
|
Apache Ravensworth Corporation LDC
|
|
Cayman Islands
|
Apache Latin America II Corporation LDC
|
|
Cayman Islands
|
Apache Madera Corporation LDC
|
|
Cayman Islands
|
Apache Netherlands Investment B.V.
|
|
The Netherlands
|
Apache Suriname Corporation LDC
|
|
Cayman Islands
|
Apache Netherlands Investment II B.V.
|
|
The Netherlands
|
Apache Suriname 58 Corporation LDC
|
|
Cayman Islands
|
Apache Overseas Holdings LLC
|
|
Delaware
|
Apache Switzerland Holdings AG
|
|
Switzerland
|
Apache Kenya Holdings LLC
|
|
Delaware
|
Apache Kenya Limited
|
|
Kenya
|
Apache Overseas Holdings II, Inc.
|
|
Delaware
|
|
|
Exhibit 21.1
|
|
|
|
Apache Corporation (a Delaware corporation)
|
||
Listing of Subsidiaries as of December 31, 2016
|
||
|
|
|
Exact Name of Subsidiary and Name
|
|
Jurisdiction of
|
under which Subsidiary does Business
|
|
Incorporation or Organization
|
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 (95%)
|
|
Delaware
|
ZPZ Delaware I LLC
|
|
Delaware
|
Apache Shady Lane Ranch Inc.
|
|
Delaware
|
Apache Shelf Exploration LLC
|
|
Delaware
|
Apache Shelf, Inc.
|
|
Delaware
|
Apache Texas Property Holding Company LLC
|
|
Delaware
|
Apache UK Limited
|
|
England and Wales
|
Apache Well Containment LLC
|
|
Delaware
|
Apache Western Exploration LLC
|
|
Delaware
|
BLPL Holdings LLC
|
|
Delaware
|
Clear Creek Hunting Preserve, Inc.
|
|
Wyoming
|
Cordillera Energy Partners III, LLC
|
|
Colorado
|
Cottonwood Aviation, Inc.
|
|
Delaware
|
CV Energy Corporation
|
|
Delaware
|
DEK Energy Company
|
|
Delaware
|
Apache Canada Ltd.
|
|
Alberta, Canada
|
Apache Canada Chile Holdings ULC
|
|
Alberta, Canada
|
Apache Chile Energìa SPA
|
|
Chile
|
Apache Austria Investment LLC
|
|
Delaware
|
Apache Canada Properties Ltd.
|
|
Alberta, Canada
|
Apache FC Capital Canada Inc.
|
|
Alberta, Canada
|
Apache Finance Canada Corporation
|
|
Nova Scotia, Canada
|
Apache Canada Management Ltd
|
|
Alberta, Canada
|
Apache Canada Holdings Ltd
|
|
Alberta, Canada
|
Apache Canada Management II Ltd
|
|
Alberta, Canada
|
Apache Finance Canada III ULC
|
|
Alberta, Canada
|
Apache Finance Canada IV ULC
|
|
Alberta, Canada
|
Apache Finance Canada II Corporation
|
|
Nova Scotia, Canada
|
Edge Petroleum Exploration Company
|
|
Delaware
|
Granite Operating Company
|
|
Texas
|
Phoenix Exploration Resources, Ltd.
|
|
Delaware
|
Texas International Company
|
|
Delaware
|
Texas and New Mexico Exploration LLC
|
|
Delaware
|
ZPZ Acquisitions, Inc.
|
|
Delaware
|
ZPZ Delaware II LLC
|
|
Delaware
|
Phoenix Exploration Louisiana C LLC (75%)
|
|
Delaware
|
ZPZ Delaware III LLC
|
|
Delaware
|
(1)
|
Registration Statements (Form S-3 Nos. 333-57785, 333-75633, 333-32580, 333-105536, 333-155884, 333-174429, and 333-197491) of Apache Corporation and in the related Prospectuses,
|
(2)
|
Registration Statements (Form S-4 Nos. 333-107934 and 333-166964) of Apache Corporation and in the related Prospectuses, and
|
(3)
|
Registration Statements (Form S-8 Nos. 33-59721, 33-63817, 333-26255, 333-32557, 333-36131, 333-31092, 333-48758, 333-97403, 333-102330, 333-103758, 333-106213, 333-125232, 333-125233, 333-135044, 333-143115, 333-170533, 333-175250, 333-178672, 333-190619, and 333-212237) of Apache Corporation;
|
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
/s/ John J. Christmann IV
|
|
John J. Christmann IV
|
|
Chief Executive Officer and President
|
|
(principal 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
/s/ Stephen J. Riney
|
|
Stephen J. Riney
|
|
Executive Vice President and Chief Financial Officer
|
|
(principal financial officer)
|
|
/s/ John J. Christmann IV
|
|
||
By:
|
|
John J. Christmann IV
|
|
Title:
|
|
Chief Executive Officer and President
|
|
|
|
(principal executive officer)
|
|
/s/ Stephen J. Riney
|
|
||
By:
|
|
Stephen J. Riney
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(principal financial officer)
|
|
/s/ Ali A. Porbandarwala
|
Ali A. Porbandarwala, P.E.
|
TBPE License No. 107652
|
Vice President
|
As of December 31, 2016
|
|
% Crude
Oil &
Condensate
Reserves
Reviewed
|
% Natural
Gas
Liquids
Reserves
Reviewed
|
% Gas
Reserves
Reviewed
|
Reviewed by Ryder Scott
|
Not Reviewed
|
Total
|
||||||
Crude Oil &
Condensate
MBarrels
|
Natural
Gas
Liquids
MBarrels
|
Sales
Gas
MMCF
|
Crude Oil &
Condensate
MBarrels
|
Natural
Gas
Liquids
MBarrels
|
Sales
Gas
MMCF
|
Crude Oil &
Condensate
MBarrels
|
Natural
Gas
Liquids
MBarrels
|
Sales
Gas
MMCF
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
84.3
|
93.5
|
90.9
|
491,115
|
160,644
|
2,288,286
|
91,202
|
11,238
|
228,324
|
582,317
|
171,882
|
2,516,610
|
Undeveloped
|
48.7
|
45.7
|
29.6
|
29,192
|
9,394
|
101,305
|
30,773
|
11,167
|
241,233
|
59,965
|
20,561
|
342,538
|
Total Proved
|
81.0
|
88.4
|
83.6
|
520,307
|
170,038
|
2,389,591
|
121,975
|
22,405
|
469,557
|
642,282
|
192,443
|
2,859,148
|
As of December 31, 2016
|
|
% Crude
Oil &
Condensate
Reserves
Reviewed
|
% Natural
Gas
Liquids
Reserves
Reviewed
|
% Gas
Reserves
Reviewed
|
Reviewed by Ryder Scott
|
Not Reviewed
|
Total
|
||||||
Crude Oil &
Condensate
MBarrels
|
Natural
Gas
Liquids
MBarrels
|
Sales
Gas
MMCF
|
Crude Oil &
Condensate
MBarrels
|
Natural
Gas
Liquids
MBarrels
|
Sales
Gas
MMCF
|
Crude Oil &
Condensate
MBarrels
|
Natural
Gas
Liquids
MBarrels
|
Sales
Gas
MMCF
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
79.9
|
94.1
|
89.5
|
240,294
|
146,046
|
1,074,426
|
60,606
|
9,077
|
125,954
|
300,900
|
155,123
|
1,200,380
|
Undeveloped
|
66.9
|
51.2
|
19.7
|
14,109
|
8,855
|
45,546
|
6,979
|
8,456
|
185,758
|
21,088
|
17,311
|
231,304
|
Total Proved
|
79.0
|
89.8
|
78.2
|
254,403
|
154,901
|
1,119,972
|
67,585
|
17,533
|
311,712
|
321,988
|
172,434
|
1,431,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
95.2
|
85.4
|
85.4
|
49,024
|
11,848
|
473,064
|
2,485
|
2,018
|
80,660
|
51,509
|
13,866
|
553,724
|
Undeveloped
|
19.5
|
0.6
|
0.0
|
1,540
|
14
|
0
|
6,366
|
2,459
|
45,312
|
7,906
|
2,473
|
45,312
|
Total Proved
|
85.1
|
72.6
|
79.0
|
50,564
|
11,862
|
473,064
|
8,851
|
4,477
|
125,972
|
59,415
|
16,339
|
599,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Egypt
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
85.1
|
88.7
|
96.8
|
118,092
|
1,123
|
653,848
|
20,679
|
143
|
21,711
|
138,771
|
1,266
|
675,559
|
Undeveloped
|
21.0
|
47.3
|
88.3
|
4,246
|
62
|
37,180
|
15,941
|
69
|
4,928
|
20,187
|
131
|
42,108
|
Total Proved
|
77.0
|
84.8
|
96.3
|
122,338
|
1,185
|
691,028
|
36,620
|
212
|
26,639
|
158,958
|
1,397
|
717,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
91.8
|
100.0
|
100.0
|
83,705
|
1,627
|
86,948
|
7,432
|
0
|
0
|
91,137
|
1,627
|
86,948
|
Undeveloped
|
86.2
|
71.7
|
78.0
|
9,297
|
463
|
18,579
|
1,487
|
183
|
5,234
|
10,784
|
646
|
23,813
|
Total Proved
|
91.2
|
91.9
|
95.3
|
93,002
|
2,090
|
105,527
|
8,919
|
183
|
5,234
|
101,921
|
2,273
|
110,761
|
Geographic Area
|
Product
|
Price
Reference
|
Average
Benchmark
Prices U.S.A.
|
Average Realized
Prices U.S.A.
|
North America
|
|
|
|
|
United States
|
Oil/Condensate
|
WTI Cushing
|
$42.82/Bbl
|
$39.34/Bbl
|
|
NGLs
|
Mt. Belvieu Non-Tet Propane
|
$19.87/Bbl
|
$11.35/Bbl
|
|
Gas
|
Henry Hub
|
$2.48/MMBTU
|
$2.11/MCF
|
|
|
|
|
|
Canada
|
Oil/Condensate
|
WTI Cushing
|
$42.82/Bbl
|
$35.40/Bbl
|
|
NGLs
|
WTI Cushing
|
$42.82/Bbl
|
$9.74/Bbl
|
|
Gas
|
AECO
|
$1.64/MMBTU
|
$1.72/MCF
|
|
|
|
|
|
Egypt
|
Oil/Condensate
|
Brent
|
$42.82/Bbl
|
$41.68/Bbl
|
|
NGLs
|
Brent
|
$42.82/Bbl
|
$27.78/Bbl
|
|
Gas
|
Contracts
|
Contract
|
$2.95/MCF
|
|
|
|
|
|
United Kingdom
|
Oil/Condensate
|
Brent
|
$42.82/Bbl
|
$40.80/Bbl
|
|
NGLs
|
Brent
|
$42.82/Bbl
|
$21.24/Bbl
|
|
Gas
|
NBP
|
$4.64/MMBTU
|
$4.77/MCF
|
(1)
|
completion intervals which are open at the time of the estimate, but which have not started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|