ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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41-0747868
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Number of shares of registrant’s common stock outstanding as of April 30, 2018
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382,154,292
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TABLE OF CONTENTS
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DESCRIPTION
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Item
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Page
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PART I - FINANCIAL INFORMATION
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1.
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2.
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3.
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4.
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PART II - OTHER INFORMATION
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1.
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1A.
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2.
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3.
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4.
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5.
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6.
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•
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the market prices of oil, natural gas, natural gas liquids (NGLs), and other products or services;
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•
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our commodity hedging arrangements;
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•
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the supply and demand for oil, natural gas, NGLs, and other products or services;
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•
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production and reserve levels;
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•
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drilling risks;
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•
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economic and competitive conditions;
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•
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the availability of capital resources;
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•
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capital expenditure and other contractual obligations;
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•
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currency exchange rates;
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•
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weather conditions;
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•
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inflation rates;
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•
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the availability of goods and services;
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•
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legislative, regulatory, or policy changes;
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•
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terrorism or cyber attacks;
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•
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occurrence of property acquisitions or divestitures;
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•
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the integration of acquisitions;
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•
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the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks; and
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•
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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 our most recently filed Annual Report on Form 10-K, other risks and uncertainties in our
first
-quarter
2018
earnings release, other factors disclosed under Part II, Item 1A—Risk Factors of this Quarterly Report on Form 10-Q, and other filings that we make with the Securities and Exchange Commission.
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For the Quarter Ended March 31,
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||||||
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2018
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2017
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||||
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(In millions, except per common share data)
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||||||
REVENUES AND OTHER:
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||||
Oil and gas production revenues
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||||
Oil revenues
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$
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1,392
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$
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1,172
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Natural gas revenues
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218
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255
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Natural gas liquids revenues
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118
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85
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1,728
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1,512
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Gain on divestitures
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7
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341
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Other
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7
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25
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||
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1,742
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1,878
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OPERATING EXPENSES:
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||||
Lease operating expenses
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349
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|
336
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Gathering, transmission, and processing
|
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81
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57
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||
Taxes other than income
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55
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42
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Exploration
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76
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92
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||
General and administrative
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114
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103
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Transaction, reorganization, and separation
|
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—
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(10
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)
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Depreciation, depletion, and amortization:
|
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Oil and gas property and equipment
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518
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538
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Other assets
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35
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38
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Asset retirement obligation accretion
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27
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36
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Impairments
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—
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8
|
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||
Financing costs, net
|
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99
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|
|
100
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1,354
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1,340
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NET INCOME BEFORE INCOME TAXES
|
|
388
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538
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||
Current income tax provision
|
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198
|
|
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188
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||
Deferred income tax provision (benefit)
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|
(16
|
)
|
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83
|
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NET INCOME INCLUDING NONCONTROLLING INTEREST
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206
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|
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267
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Net income attributable to noncontrolling interest
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61
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|
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54
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NET INCOME ATTRIBUTABLE TO COMMON STOCK
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$
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145
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$
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213
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||||
NET INCOME PER COMMON SHARE:
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Basic
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$
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0.38
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$
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0.56
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Diluted
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$
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0.38
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$
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0.56
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WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
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Basic
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382
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380
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Diluted
|
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384
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383
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DIVIDENDS DECLARED PER COMMON SHARE
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$
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0.25
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$
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0.25
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For the Three Months Ended March 31,
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2018
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2017
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(In millions)
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||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income including noncontrolling interest
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$
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206
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$
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267
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Adjustments to reconcile net income to net cash provided by operating activities:
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Unrealized derivative instrument gain, net
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(49
|
)
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—
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Gain on divestitures
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(7
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)
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(341
|
)
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Exploratory dry hole expense and unproved leasehold impairments
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36
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67
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Depreciation, depletion, and amortization
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553
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576
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Asset retirement obligation accretion
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27
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36
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Impairments
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—
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8
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Deferred income tax provision (benefit)
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(16
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)
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83
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Other
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49
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34
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Changes in operating assets and liabilities:
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Receivables
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(65
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)
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(41
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)
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Inventories
|
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(33
|
)
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12
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Drilling advances
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(41
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)
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(12
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)
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Deferred charges and other
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32
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(10
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)
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Accounts payable
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66
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|
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(56
|
)
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Accrued expenses
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(149
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)
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(175
|
)
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Deferred credits and noncurrent liabilities
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6
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7
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NET CASH PROVIDED BY OPERATING ACTIVITIES
|
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615
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455
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Additions to oil and gas property
|
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(737
|
)
|
|
(322
|
)
|
||
Leasehold and property acquisitions
|
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(12
|
)
|
|
(49
|
)
|
||
Additions to gas gathering, transmission, and processing facilities
|
|
(128
|
)
|
|
(142
|
)
|
||
Proceeds from sale of oil and gas properties
|
|
9
|
|
|
426
|
|
||
Other, net
|
|
(22
|
)
|
|
(6
|
)
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(890
|
)
|
|
(93
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Payments on fixed-rate debt
|
|
(150
|
)
|
|
(70
|
)
|
||
Distributions to noncontrolling interest
|
|
(69
|
)
|
|
(57
|
)
|
||
Dividends paid
|
|
(95
|
)
|
|
(95
|
)
|
||
Other
|
|
(2
|
)
|
|
4
|
|
||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(316
|
)
|
|
(218
|
)
|
||
|
|
|
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|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(591
|
)
|
|
144
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
1,668
|
|
|
1,377
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
1,077
|
|
|
$
|
1,521
|
|
|
|
|
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||||
SUPPLEMENTARY CASH FLOW DATA:
|
|
|
|
|
||||
Interest paid, net of capitalized interest
|
|
$
|
140
|
|
|
$
|
140
|
|
Income taxes paid, net of refunds
|
|
191
|
|
|
65
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
|
(In millions)
|
||||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,077
|
|
|
$
|
1,668
|
|
Receivables, net of allowance
|
|
1,409
|
|
|
1,345
|
|
||
Inventories
|
|
386
|
|
|
368
|
|
||
Drilling advances
|
|
247
|
|
|
207
|
|
||
Prepaid assets and other
|
|
134
|
|
|
137
|
|
||
|
|
3,253
|
|
|
3,725
|
|
||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
||||
Oil and gas, on the basis of successful efforts accounting:
|
|
|
|
|
||||
Proved properties
|
|
39,958
|
|
|
39,197
|
|
||
Unproved properties and properties under development
|
|
1,773
|
|
|
1,783
|
|
||
Gathering, transmission and processing facilities
|
|
1,495
|
|
|
1,376
|
|
||
Other
|
|
1,056
|
|
|
1,046
|
|
||
|
|
44,282
|
|
|
43,402
|
|
||
Less: Accumulated depreciation, depletion, and amortization
|
|
(26,196
|
)
|
|
(25,643
|
)
|
||
|
|
18,086
|
|
|
17,759
|
|
||
OTHER ASSETS:
|
|
|
|
|
||||
Deferred charges and other
|
|
452
|
|
|
438
|
|
||
|
|
$
|
21,791
|
|
|
$
|
21,922
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
708
|
|
|
$
|
641
|
|
Current debt
|
|
400
|
|
|
550
|
|
||
Other current liabilities (Note 5)
|
|
1,234
|
|
|
1,373
|
|
||
|
|
2,342
|
|
|
2,564
|
|
||
LONG-TERM DEBT
|
|
7,936
|
|
|
7,934
|
|
||
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
|
|
|
|
|
||||
Income taxes
|
|
528
|
|
|
545
|
|
||
Asset retirement obligation
|
|
1,819
|
|
|
1,792
|
|
||
Other
|
|
297
|
|
|
296
|
|
||
|
|
2,644
|
|
|
2,633
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 9)
|
|
|
|
|
||||
EQUITY:
|
|
|
|
|
||||
Common stock, $0.625 par, 860,000,000 shares authorized, 415,315,787 and 414,125,879 shares issued, respectively
|
|
259
|
|
|
259
|
|
||
Paid-in capital
|
|
12,069
|
|
|
12,128
|
|
||
Accumulated deficit
|
|
(1,943
|
)
|
|
(2,088
|
)
|
||
Treasury stock, at cost, 33,169,135 and 33,171,015 shares, respectively
|
|
(2,887
|
)
|
|
(2,887
|
)
|
||
Accumulated other comprehensive income
|
|
4
|
|
|
4
|
|
||
APACHE SHAREHOLDERS’ EQUITY
|
|
7,502
|
|
|
7,416
|
|
||
Noncontrolling interest
|
|
1,367
|
|
|
1,375
|
|
||
TOTAL EQUITY
|
|
8,869
|
|
|
8,791
|
|
||
|
|
$
|
21,791
|
|
|
$
|
21,922
|
|
|
|
Common
Stock
|
|
Paid-In
Capital
|
|
Accumulated Deficit
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
APACHE
SHAREHOLDERS’
EQUITY
|
|
Noncontrolling
Interest
|
|
TOTAL
EQUITY
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2016
|
|
$
|
258
|
|
|
$
|
12,364
|
|
|
$
|
(3,385
|
)
|
|
$
|
(2,887
|
)
|
|
$
|
(112
|
)
|
|
$
|
6,238
|
|
|
$
|
1,441
|
|
|
$
|
7,679
|
|
Net income
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
54
|
|
|
267
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
(57
|
)
|
||||||||
Common dividends ($0.25 per share)
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
(95
|
)
|
||||||||
Other
|
|
—
|
|
|
36
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||||
BALANCE AT MARCH 31, 2017
|
|
$
|
258
|
|
|
$
|
12,305
|
|
|
$
|
(3,179
|
)
|
|
$
|
(2,887
|
)
|
|
$
|
(112
|
)
|
|
$
|
6,385
|
|
|
$
|
1,438
|
|
|
$
|
7,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
BALANCE AT DECEMBER 31, 2017
|
|
$
|
259
|
|
|
$
|
12,128
|
|
|
$
|
(2,088
|
)
|
|
$
|
(2,887
|
)
|
|
$
|
4
|
|
|
$
|
7,416
|
|
|
$
|
1,375
|
|
|
$
|
8,791
|
|
Net income
|
|
—
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
61
|
|
|
206
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
(69
|
)
|
||||||||
Common dividends ($0.25 per share)
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
||||||||
Other
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||||
BALANCE AT MARCH 31, 2018
|
|
$
|
259
|
|
|
$
|
12,069
|
|
|
$
|
(1,943
|
)
|
|
$
|
(2,887
|
)
|
|
$
|
4
|
|
|
$
|
7,502
|
|
|
$
|
1,367
|
|
|
$
|
8,869
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Oil and Gas Property:
|
|
|
|
|
||||
Proved
|
|
$
|
—
|
|
|
$
|
—
|
|
Unproved
|
|
16
|
|
|
15
|
|
2.
|
ACQUISITIONS AND DIVESTITURES
|
|
|
|
|
Put Options
(1)
|
|||
Production Period
|
|
Settlement Index
|
|
Mbbls
|
|
Weighted Average Strike Price
|
|
April—December 2018
|
|
Dated Brent
|
|
2,750
|
|
|
$50.00
|
July—December 2018
|
|
Dated Brent
|
|
5,520
|
|
|
$58.00
|
July—December 2018
|
|
NYMEX WTI
|
|
5,520
|
|
|
$53.00
|
(1)
|
The remaining unamortized premium paid as of
March 31, 2018
, was
$27 million
.
|
|
|
|
|
Fixed-Price Swaps
|
|
Collars
|
|
Call Options
(2)
|
|||||||||||
Production Period
|
|
Settlement Index
|
|
Mbbls
|
|
Weighted Average Fixed Price
|
|
Mbbls
|
|
Weighted Average Floor Price
|
|
Weighted Average Ceiling Price
|
|
Mbbls
|
|
Strike Price
|
|||
April—June 2018
|
|
NYMEX WTI
|
|
1,365
|
|
|
$51.23
|
|
1,365
|
|
|
$45.00
|
|
$56.45
|
|
—
|
|
|
—
|
April—June 2018
|
|
Dated Brent
|
|
1,092
|
|
|
$54.57
|
|
1,092
|
|
|
$50.00
|
|
$58.77
|
|
—
|
|
|
—
|
April—December 2018
|
|
NYMEX WTI
|
|
—
|
|
|
—
|
|
5,088
|
|
|
$45.00
|
|
$57.00
|
|
5,088
|
|
|
$60.03
|
(2)
|
The remaining unamortized premium paid as of
March 31, 2018
, was
$8 million
.
|
|
|
|
|
Fixed-Price Swaps
|
|||
Production Period
|
|
Settlement Index
|
|
MMBtu
(in 000’s)
|
|
Weighted Average Fixed Price
|
|
April—June 2018
|
|
NYMEX Henry Hub
|
|
28,210
|
|
|
$3.02
|
July—December 2018
|
|
NYMEX Henry Hub
|
|
33,580
|
|
|
$2.96
|
Production Period
|
|
Settlement Index
|
|
MMBtu
(in 000’s)
|
|
Weighted Average Price Differential
|
|
July—December 2018
|
|
NYMEX Henry Hub/Waha
|
|
33,120
|
|
|
$(0.53)
|
October—December 2018
|
|
NYMEX Henry Hub/Waha
|
|
1,380
|
|
|
$(0.51)
|
January—March 2019
|
|
NYMEX Henry Hub/Waha
|
|
1,350
|
|
|
$(0.54)
|
January—June 2019
|
|
NYMEX Henry Hub/Waha
|
|
32,580
|
|
|
$(0.53)
|
January—December 2019
|
|
NYMEX Henry Hub/Waha
|
|
14,600
|
|
|
$(0.45)
|
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
||||||||||||||||
|
|
Quoted Price in Active Markets (Level 1)
|
|
Significant Other Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total Fair Value
|
|
Netting
(1)
|
|
Carrying Amount
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
(70
|
)
|
|
$
|
48
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|
(70
|
)
|
|
24
|
|
||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
(43
|
)
|
|
$
|
24
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
|
(43
|
)
|
|
64
|
|
(1)
|
The derivative fair values are based on analysis of each contract on a gross basis, excluding the impact of netting agreements with counterparties.
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
|
(In millions)
|
||||||
Current Assets: Prepaid assets and other
|
|
$
|
23
|
|
|
$
|
8
|
|
Other Assets: Deferred charges and other
|
|
25
|
|
|
16
|
|
||
Total Assets
|
|
$
|
48
|
|
|
$
|
24
|
|
|
|
|
|
|
||||
Current Liabilities: Other current liabilities
|
|
$
|
24
|
|
|
$
|
64
|
|
Total Liabilities
|
|
$
|
24
|
|
|
$
|
64
|
|
|
|
For the Quarter Ended March 31,
|
||||||
2018
|
|
2017
|
||||||
|
|
(In millions)
|
||||||
Realized loss:
|
|
|
|
|
||||
Derivative settlements
|
|
$
|
(42
|
)
|
|
$
|
—
|
|
Amortization of call and put premium
|
|
(5
|
)
|
|
—
|
|
||
Unrealized gain
|
|
49
|
|
|
—
|
|
||
Derivative instrument gain (losses), net
|
|
$
|
2
|
|
|
$
|
—
|
|
5.
|
OTHER CURRENT LIABILITIES
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
|
(In millions)
|
||||||
Accrued operating expenses
|
|
$
|
76
|
|
|
$
|
72
|
|
Accrued exploration and development
|
|
811
|
|
|
802
|
|
||
Accrued compensation and benefits
|
|
46
|
|
|
115
|
|
||
Accrued interest
|
|
104
|
|
|
145
|
|
||
Accrued income taxes
|
|
41
|
|
|
55
|
|
||
Current asset retirement obligation
|
|
42
|
|
|
43
|
|
||
Other
|
|
114
|
|
|
141
|
|
||
Total other current liabilities
|
|
$
|
1,234
|
|
|
$
|
1,373
|
|
6.
|
ASSET RETIREMENT OBLIGATION
|
|
|
(In millions)
|
||
Asset retirement obligation at December 31, 2017
|
|
$
|
1,835
|
|
Liabilities incurred
|
|
7
|
|
|
Liabilities settled
|
|
(8
|
)
|
|
Accretion expense
|
|
27
|
|
|
Asset retirement obligation at March 31, 2018
|
|
1,861
|
|
|
Less current portion
|
|
(42
|
)
|
|
Asset retirement obligation, long-term
|
|
$
|
1,819
|
|
7.
|
INCOME TAXES
|
8.
|
DEBT AND FINANCING COSTS
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commercial paper and committed bank facilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes and debentures
|
|
8,336
|
|
|
8,758
|
|
|
8,484
|
|
|
9,244
|
|
||||
Total Debt
|
|
$
|
8,336
|
|
|
$
|
8,758
|
|
|
$
|
8,484
|
|
|
$
|
9,244
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
|
(In millions)
|
||||||
Debt before unamortized discount and deferred loan costs
|
|
$
|
8,430
|
|
|
$
|
8,580
|
|
Unamortized discount
|
|
(47
|
)
|
|
(47
|
)
|
||
Deferred loan costs
|
|
(47
|
)
|
|
(49
|
)
|
||
Total debt
|
|
8,336
|
|
|
8,484
|
|
||
Current maturities
|
|
(400
|
)
|
|
(550
|
)
|
||
Long-term debt
|
|
$
|
7,936
|
|
|
$
|
7,934
|
|
|
|
For the Quarter Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Interest expense
|
|
$
|
112
|
|
|
$
|
116
|
|
Amortization of deferred loan costs
|
|
5
|
|
|
2
|
|
||
Capitalized interest
|
|
(12
|
)
|
|
(14
|
)
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
1
|
|
||
Interest income
|
|
(6
|
)
|
|
(5
|
)
|
||
Financing costs, net
|
|
$
|
99
|
|
|
$
|
100
|
|
9.
|
COMMITMENTS AND CONTINGENCIES
|
10.
|
CAPITAL STOCK
|
|
|
For the Quarter Ended March 31,
|
||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||
|
|
Income
|
|
Shares
|
|
Per Share
|
|
Income
|
|
Shares
|
|
Per Share
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income attributable to common stock
|
|
$
|
145
|
|
|
382
|
|
|
$
|
0.38
|
|
|
$
|
213
|
|
|
380
|
|
|
$
|
0.56
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options and other
|
|
$
|
—
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
3
|
|
|
$
|
—
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income attributable to common stock
|
|
$
|
145
|
|
|
384
|
|
|
$
|
0.38
|
|
|
$
|
213
|
|
|
383
|
|
|
$
|
0.56
|
|
|
11.
|
BUSINESS SEGMENT INFORMATION
|
|
|
United
States
|
|
Canada
(1)
|
|
Egypt
(2,3)
|
|
North Sea
|
|
Other
International
|
|
Total
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
For the Quarter Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil revenues
|
|
$
|
552
|
|
|
$
|
—
|
|
|
$
|
569
|
|
|
$
|
271
|
|
|
$
|
—
|
|
|
$
|
1,392
|
|
Natural gas revenues
|
|
106
|
|
|
—
|
|
|
88
|
|
|
24
|
|
|
—
|
|
|
218
|
|
||||||
Natural gas liquids revenues
|
|
111
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
118
|
|
||||||
Total Oil and Gas Production Revenues
|
|
$
|
769
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
$
|
299
|
|
|
$
|
—
|
|
|
$
|
1,728
|
|
Operating Income (Loss)
(4)
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
336
|
|
|
$
|
68
|
|
|
$
|
(1
|
)
|
|
$
|
587
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|||||||||||
Other
(5)
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(114
|
)
|
|||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(99
|
)
|
|||||||||||
Income Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
388
|
|
||||||||||
Total Assets
|
|
$
|
13,927
|
|
|
$
|
—
|
|
|
$
|
4,813
|
|
|
$
|
3,009
|
|
|
$
|
42
|
|
|
$
|
21,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
For the Quarter Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil revenues
|
|
$
|
397
|
|
|
$
|
49
|
|
|
$
|
486
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
1,172
|
|
Natural gas revenues
|
|
85
|
|
|
45
|
|
|
102
|
|
|
23
|
|
|
—
|
|
|
255
|
|
||||||
Natural gas liquids revenues
|
|
70
|
|
|
8
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
85
|
|
||||||
Total Oil and Gas Production Revenues
|
|
$
|
552
|
|
|
$
|
102
|
|
|
$
|
591
|
|
|
$
|
267
|
|
|
$
|
—
|
|
|
$
|
1,512
|
|
Operating Income (Loss)
(4)
|
|
$
|
60
|
|
|
$
|
(13
|
)
|
|
$
|
301
|
|
|
$
|
38
|
|
|
$
|
(21
|
)
|
|
$
|
365
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
341
|
|
|||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(103
|
)
|
|||||||||||
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(100
|
)
|
|||||||||||
Income Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
538
|
|
||||||||||
Total Assets
|
|
$
|
12,361
|
|
|
$
|
1,556
|
|
|
$
|
5,006
|
|
|
$
|
3,634
|
|
|
$
|
53
|
|
|
$
|
22,610
|
|
(1)
|
Apache exited its Canadian operations in the third quarter of 2017.
|
(2)
|
Includes a noncontrolling interest in Egypt.
|
(3)
|
Includes revenue from non-customer of
$139 million
,
$15 million
, and
$1 million
for oil, natural gas, and natural gas liquids, respectively.
|
(4)
|
Operating income (loss) consists of oil and gas production revenues less lease operating expenses, gathering, transmission, and processing costs, taxes other than income, exploration costs, depreciation, depletion, and amortization, asset retirement obligation accretion, and impairments. The operating income of U.S. includes asset impairments totaling
$16 million
for the
first
quarter of
2018
. The operating income of U.S. and North Sea includes asset impairments totaling
$15 million
and
$8 million
, respectively, for the
first
quarter of
2017
.
|
(5)
|
Included in Other are sales proceeds related to U.S. third-party purchased oil and gas totaling
$104 million
for the period ending March 31, 2018, which are determined to be revenue from customers.
|
ITEM 2
.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
U.S. onshore equivalent production
increased
18 percent
from the
first
quarter of
2017
, a reflection of the success of the Midland Basin drilling program and the commencement and continued production ramp-up of the Company’s Alpine High development.
|
•
|
First
quarter equivalent production from the Permian region, which accounts for
79 percent
of Apache’s total U.S. production,
increased
24 percent
from the
first
quarter of
2017
, which was driven by the Alpine High discovery and strong performance in the Midland Basin.
|
•
|
Drilling and infrastructure development activities continue at Alpine High; specifically:
|
◦
|
First production from the Alpine High play was achieved in early May 2017. Net production for the first quarter of 2018 averaged approximately 26.3 Mboe/d.
|
◦
|
Development continues to ramp-up steadily as the Company drills more development wells in the overall mix of its drilling program at Alpine High. Apache is now conducting key spacing and pattern tests, in addition to its ongoing retention drilling program.
|
◦
|
During the first quarter of 2018, Apache invested $120 million in Alpine High infrastructure, with development ongoing. Inception-to-date investment in Alpine High infrastructure as of quarter-end was $826 million.
|
•
|
The Egypt region averaged 14 rigs and drilled 29 gross wells during the first quarter of 2018. Net equivalent production
decreased
10 percent
from the
first
quarter
2017
despite
an increase
of
one percent
in gross production, a result of the impact of cost recovery volumes as a function of the Company’s production sharing contracts.
|
•
|
The North Sea region average daily production
decreased
7 percent
from the
first
quarter
2017
primarily as a result of downtime for compressor repairs at Beryl facilities, a third-party pipeline system outage at the Forties field, and weather.
|
•
|
In March the Company announced a significant oil discovery at the Garten prospect in the North Sea. The discovery well encountered more than 700 feet of net oil pay in stacked, high-quality Jurassic-aged sandstone reservoirs. The well is currently suspended pending tie-back to the Beryl Alpha platform and regulatory approvals, and Apache anticipates first production at the end of the fourth quarter in 2018. Apache has a 100 percent working interest in the Garten block.
|
|
|
For the Quarter Ended March 31,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
|
|
$
Value
|
|
%
Contribution
|
|
$
Value
|
|
%
Contribution
|
||||||
|
|
($ in millions)
|
||||||||||||
Total Oil Revenues:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
552
|
|
|
40
|
%
|
|
$
|
397
|
|
|
34
|
%
|
Canada
|
|
—
|
|
|
—
|
|
|
49
|
|
|
4
|
%
|
||
North America
|
|
552
|
|
|
40
|
%
|
|
446
|
|
|
38
|
%
|
||
Egypt
(1)
|
|
569
|
|
|
41
|
%
|
|
486
|
|
|
42
|
%
|
||
North Sea
|
|
271
|
|
|
19
|
%
|
|
240
|
|
|
20
|
%
|
||
International
(1)
|
|
840
|
|
|
60
|
%
|
|
726
|
|
|
62
|
%
|
||
Total
(1)
|
|
$
|
1,392
|
|
|
100
|
%
|
|
$
|
1,172
|
|
|
100
|
%
|
Total Natural Gas Revenues:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
106
|
|
|
49
|
%
|
|
$
|
85
|
|
|
33
|
%
|
Canada
|
|
—
|
|
|
—
|
|
|
45
|
|
|
18
|
%
|
||
North America
|
|
106
|
|
|
49
|
%
|
|
130
|
|
|
51
|
%
|
||
Egypt
(1)
|
|
88
|
|
|
40
|
%
|
|
102
|
|
|
40
|
%
|
||
North Sea
|
|
24
|
|
|
11
|
%
|
|
23
|
|
|
9
|
%
|
||
International
(1)
|
|
112
|
|
|
51
|
%
|
|
125
|
|
|
49
|
%
|
||
Total
(1)
|
|
$
|
218
|
|
|
100
|
%
|
|
$
|
255
|
|
|
100
|
%
|
Total Natural Gas Liquids (NGL) Revenues:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
111
|
|
|
94
|
%
|
|
$
|
70
|
|
|
82
|
%
|
Canada
|
|
—
|
|
|
—
|
|
|
8
|
|
|
10
|
%
|
||
North America
|
|
111
|
|
|
94
|
%
|
|
78
|
|
|
92
|
%
|
||
Egypt
(1)
|
|
3
|
|
|
3
|
%
|
|
3
|
|
|
3
|
%
|
||
North Sea
|
|
4
|
|
|
3
|
%
|
|
4
|
|
|
5
|
%
|
||
International
(1)
|
|
7
|
|
|
6
|
%
|
|
7
|
|
|
8
|
%
|
||
Total
(1)
|
|
$
|
118
|
|
|
100
|
%
|
|
$
|
85
|
|
|
100
|
%
|
Total Oil and Gas Revenues:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
769
|
|
|
45
|
%
|
|
$
|
552
|
|
|
37
|
%
|
Canada
|
|
—
|
|
|
—
|
|
|
102
|
|
|
6
|
%
|
||
North America
|
|
769
|
|
|
45
|
%
|
|
654
|
|
|
43
|
%
|
||
Egypt
(1)
|
|
660
|
|
|
38
|
%
|
|
591
|
|
|
39
|
%
|
||
North Sea
|
|
299
|
|
|
17
|
%
|
|
267
|
|
|
18
|
%
|
||
International
(1)
|
|
959
|
|
|
55
|
%
|
|
858
|
|
|
57
|
%
|
||
Total
(1)
|
|
$
|
1,728
|
|
|
100
|
%
|
|
$
|
1,512
|
|
|
100
|
%
|
(1)
|
Includes revenues attributable to a noncontrolling interest in Egypt.
|
|
|
For the Quarter Ended March 31,
|
|||||||
|
|
2018
|
|
Increase
(Decrease)
|
|
2017
|
|||
Oil Volume – b/d
|
|
|
|
|
|
|
|||
United States
|
|
99,747
|
|
|
10
|
%
|
|
90,728
|
|
Canada
|
|
—
|
|
|
NM
|
|
11,655
|
|
|
North America
|
|
99,747
|
|
|
(3
|
)%
|
|
102,383
|
|
Egypt
(1)(2)
|
|
95,270
|
|
|
(6
|
)%
|
|
101,718
|
|
North Sea
|
|
46,348
|
|
|
(7
|
)%
|
|
49,784
|
|
International
|
|
141,618
|
|
|
(7
|
)%
|
|
151,502
|
|
Total
|
|
241,365
|
|
|
(5
|
)%
|
|
253,885
|
|
Natural Gas Volume – Mcf/d
|
|
|
|
|
|
|
|||
United States
|
|
488,544
|
|
|
33
|
%
|
|
366,924
|
|
Canada
|
|
—
|
|
|
NM
|
|
215,617
|
|
|
North America
|
|
488,544
|
|
|
(16
|
)%
|
|
582,541
|
|
Egypt
(1)(2)
|
|
343,901
|
|
|
(16
|
)%
|
|
407,194
|
|
North Sea
|
|
41,039
|
|
|
(7
|
)%
|
|
43,928
|
|
International
|
|
384,940
|
|
|
(15
|
)%
|
|
451,122
|
|
Total
|
|
873,484
|
|
|
(15
|
)%
|
|
1,033,663
|
|
NGL Volume – b/d
|
|
|
|
|
|
|
|||
United States
|
|
51,284
|
|
|
7
|
%
|
|
47,999
|
|
Canada
|
|
—
|
|
|
NM
|
|
4,821
|
|
|
North America
|
|
51,284
|
|
|
(3
|
)%
|
|
52,820
|
|
Egypt
(1)(2)
|
|
937
|
|
|
(2
|
)%
|
|
955
|
|
North Sea
|
|
1,168
|
|
|
—
|
|
|
1,172
|
|
International
|
|
2,105
|
|
|
(1
|
)%
|
|
2,127
|
|
Total
|
|
53,389
|
|
|
(3
|
)%
|
|
54,947
|
|
BOE per day
(3)
|
|
|
|
|
|
|
|||
United States
|
|
232,456
|
|
|
16
|
%
|
|
199,881
|
|
Canada
|
|
—
|
|
|
NM
|
|
52,412
|
|
|
North America
|
|
232,456
|
|
|
(8
|
)%
|
|
252,293
|
|
Egypt
(2)
|
|
153,524
|
|
|
(10
|
)%
|
|
170,539
|
|
North Sea
(4)
|
|
54,356
|
|
|
(7
|
)%
|
|
58,278
|
|
International
|
|
207,880
|
|
|
(9
|
)%
|
|
228,817
|
|
Total
|
|
440,336
|
|
|
(8
|
)%
|
|
481,110
|
|
(1)
|
Gross oil, natural gas, and NGL production in Egypt for the
first
quarter of
2018
and
2017
were as follows:
|
|
|
For the Quarter Ended March 31,
|
||||
|
|
2018
|
|
2017
|
||
Oil (b/d)
|
|
202,209
|
|
|
193,817
|
|
Natural Gas (Mcf/d)
|
|
758,275
|
|
|
797,109
|
|
NGL (b/d)
|
|
1,475
|
|
|
1,472
|
|
(2)
|
Includes production volumes per day attributable to a noncontrolling interest in Egypt for the
first
quarter of
2018
and
2017
of:
|
|
|
For the Quarter Ended March 31,
|
||||
|
|
2018
|
|
2017
|
||
Oil (b/d)
|
|
31,774
|
|
|
33,910
|
|
Natural Gas (Mcf/d)
|
|
114,913
|
|
|
135,736
|
|
NGL (b/d)
|
|
312
|
|
|
318
|
|
(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 6:1 energy equivalent ratio. This ratio is not reflective of the price ratio between the two products.
|
(4)
|
Average sales volumes from the North Sea for the
first
quarter of
2018
and
2017
were
53,695
boe/d and
58,795
boe/d, respectively. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.
|
|
|
For the Quarter Ended March 31,
|
|||||||||
|
|
2018
|
|
Increase
(Decrease) |
|
2017
|
|||||
Average Oil Price - Per barrel
|
|
|
|
|
|
|
|||||
United States
|
|
$
|
61.60
|
|
|
26
|
%
|
|
$
|
48.72
|
|
Canada
|
|
—
|
|
|
NM
|
|
46.89
|
|
|||
North America
|
|
61.60
|
|
|
27
|
%
|
|
48.51
|
|
||
Egypt
|
|
66.30
|
|
|
25
|
%
|
|
53.06
|
|
||
North Sea
|
|
65.87
|
|
|
25
|
%
|
|
52.89
|
|
||
International
|
|
66.16
|
|
|
25
|
%
|
|
53.00
|
|
||
Total
|
|
64.27
|
|
|
26
|
%
|
|
51.20
|
|
||
Average Natural Gas Price - Per Mcf
|
|
|
|
|
|
|
|||||
United States
|
|
$
|
2.40
|
|
|
(7
|
)%
|
|
$
|
2.57
|
|
Canada
|
|
—
|
|
|
NM
|
|
2.33
|
|
|||
North America
|
|
2.40
|
|
|
(3
|
)%
|
|
2.48
|
|
||
Egypt
|
|
2.85
|
|
|
3
|
%
|
|
2.78
|
|
||
North Sea
|
|
6.60
|
|
|
13
|
%
|
|
5.85
|
|
||
International
|
|
3.25
|
|
|
6
|
%
|
|
3.07
|
|
||
Total
|
|
2.77
|
|
|
1
|
%
|
|
2.74
|
|
||
Average NGL Price - Per barrel
|
|
|
|
|
|
|
|||||
United States
|
|
$
|
24.02
|
|
|
49
|
%
|
|
$
|
16.14
|
|
Canada
|
|
—
|
|
|
NM
|
|
17.03
|
|
|||
North America
|
|
24.02
|
|
|
48
|
%
|
|
16.22
|
|
||
Egypt
|
|
36.19
|
|
|
(10
|
)%
|
|
40.05
|
|
||
North Sea
|
|
42.82
|
|
|
9
|
%
|
|
39.19
|
|
||
International
|
|
39.87
|
|
|
1
|
%
|
|
39.58
|
|
||
Total
|
|
24.65
|
|
|
44
|
%
|
|
17.13
|
|
|
|
For the Quarter Ended March 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(In millions)
|
|
(Per boe)
|
||||||||||||
Lease operating expenses
(1)
|
|
$
|
349
|
|
|
$
|
336
|
|
|
$
|
8.83
|
|
|
$
|
7.76
|
|
Gathering, transmission, and processing
(1)
|
|
81
|
|
|
57
|
|
|
2.01
|
|
|
1.28
|
|
||||
Taxes other than income
|
|
55
|
|
|
42
|
|
|
1.39
|
|
|
0.98
|
|
||||
Exploration
|
|
76
|
|
|
92
|
|
|
1.91
|
|
|
2.13
|
|
||||
General and administrative
|
|
114
|
|
|
103
|
|
|
2.89
|
|
|
2.37
|
|
||||
Transaction, reorganization, and separation
|
|
—
|
|
|
(10
|
)
|
|
0.01
|
|
|
(0.22
|
)
|
||||
Depreciation, depletion, and amortization:
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas property and equipment
(1)
|
|
518
|
|
|
538
|
|
|
13.10
|
|
|
12.40
|
|
||||
Other assets
|
|
35
|
|
|
38
|
|
|
0.89
|
|
|
0.88
|
|
||||
Asset retirement obligation accretion
|
|
27
|
|
|
36
|
|
|
0.67
|
|
|
0.83
|
|
||||
Impairments
|
|
—
|
|
|
8
|
|
|
—
|
|
|
0.18
|
|
||||
Financing costs, net
|
|
99
|
|
|
100
|
|
|
2.49
|
|
|
2.31
|
|
(1)
|
For expenses impacted by the timing of liftings in the North Sea, per-boe calculations are based on sales volumes rather than production volumes.
|
|
|
For the Quarter Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Unproved leasehold impairments
|
|
$
|
16
|
|
|
$
|
15
|
|
Dry hole expense
|
|
20
|
|
|
52
|
|
||
Geological and geophysical expense
|
|
18
|
|
|
6
|
|
||
Exploration overhead and other
|
|
22
|
|
|
19
|
|
||
|
|
$
|
76
|
|
|
$
|
92
|
|
|
|
For the Quarter Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Interest expense
|
|
$
|
112
|
|
|
$
|
116
|
|
Amortization of deferred loan costs
|
|
5
|
|
|
2
|
|
||
Capitalized interest
|
|
(12
|
)
|
|
(14
|
)
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
1
|
|
||
Interest income
|
|
(6
|
)
|
|
(5
|
)
|
||
Financing costs, net
|
|
$
|
99
|
|
|
$
|
100
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Sources of Cash and Cash Equivalents:
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
$
|
615
|
|
|
$
|
455
|
|
Proceeds from sale of oil and gas properties
|
|
9
|
|
|
426
|
|
||
|
|
624
|
|
|
881
|
|
||
Uses of Cash and Cash Equivalents:
|
|
|
|
|
||||
Capital expenditures
(1)
|
|
$
|
865
|
|
|
$
|
464
|
|
Leasehold and property acquisitions
|
|
12
|
|
|
49
|
|
||
Payments on fixed-rate debt
|
|
150
|
|
|
70
|
|
||
Dividends paid
|
|
95
|
|
|
95
|
|
||
Distributions to noncontrolling interest
|
|
69
|
|
|
57
|
|
||
Other
|
|
24
|
|
|
2
|
|
||
|
|
1,215
|
|
|
737
|
|
||
Increase (decrease) in cash and cash equivalents
|
|
$
|
(591
|
)
|
|
$
|
144
|
|
(1)
|
The table presents capital expenditures on a cash basis; therefore, the amounts may differ from those discussed elsewhere in this document, which include accruals.
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
|
(In millions)
|
||||||
Cash and cash equivalents
|
|
$
|
1,077
|
|
|
$
|
1,668
|
|
Total debt
|
|
8,336
|
|
|
8,484
|
|
||
Equity
|
|
8,869
|
|
|
8,791
|
|
||
Available committed borrowing capacity
|
|
3,819
|
|
|
3,500
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
3.1
|
–
|
|
3.2
|
–
|
|
3.3
|
–
|
|
10.1
|
–
|
|
*31.1
|
–
|
|
*31.2
|
–
|
|
*32.1
|
–
|
|
*101.INS
|
–
|
XBRL Instance Document.
|
*101.SCH
|
–
|
XBRL Taxonomy Schema Document.
|
*101.CAL
|
–
|
XBRL Calculation Linkbase Document.
|
*101.DEF
|
–
|
XBRL Definition Linkbase Document.
|
*101.LAB
|
–
|
XBRL Label Linkbase Document.
|
*101.PRE
|
–
|
XBRL Presentation Linkbase Document.
|
*
|
Filed herewith
|
|
|
|
APACHE CORPORATION
|
|
|
|
|
Dated:
|
May 3, 2018
|
|
/s/ STEPHEN J. RINEY
|
|
|
|
Stephen J. Riney
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Dated:
|
May 3, 2018
|
|
/s/ REBECCA A. HOYT
|
|
|
|
Rebecca A. Hoyt
|
|
|
|
Senior Vice President, Chief Accounting Officer, and Controller
|
|
|
|
(Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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)
|
|