[X]
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ANNUAL 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 No.)
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Title of each class
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Name of each exchange
on which registered
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Common Stock, $0.625 par value
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New York Stock Exchange, Chicago Stock Exchange
and NASDAQ Global Select Market
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7.75% Notes Due 2029
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New York Stock Exchange
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Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2018
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$
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17,879,965,309
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Number of shares of registrant’s common stock outstanding as of January 31, 2019
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375,405,587
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Item
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Page
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10.
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•
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the market prices of oil, natural gas, 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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drilling risks;
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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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capital expenditure and other contractual obligations;
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currency exchange rates;
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weather conditions;
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inflation rates;
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the availability of goods and services;
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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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the integration of acquisitions;
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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 this Form 10-K.
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ITEMS 1 and 2.
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BUSINESS AND PROPERTIES
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Production
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Percentage
of Total
Production
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Production
Revenue
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Year-End
Estimated
Proved
Reserves
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Percentage
of Total
Estimated
Proved
Reserves
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Gross
Wells
Drilled
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Gross
Productive
Wells
Drilled
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||||||||
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(In MMboe)
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(In millions)
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(In MMboe)
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||||||||
United States
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95.3
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56
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%
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$
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3,279
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|
892
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72
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%
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|
335
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327
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Egypt
(1)
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54.4
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32
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2,748
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205
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17
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115
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99
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North Sea
(2)
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20.3
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12
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1,321
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137
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11
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10
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9
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Total
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170.0
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100
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%
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$
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7,348
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1,234
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100
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%
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460
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435
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(1)
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Apache’s operations in Egypt, excluding a one-third noncontrolling interest, contributed
24 percent
of
2018
production and accounted for
12 percent
of year-end estimated proved reserves.
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(2)
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Sales volumes from the North Sea for
2018
were
20.3
MMboe. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.
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•
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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.
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•
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The Midcontinent/Gulf Coast region includes the Granite Wash, Tonkawa, Marmaton, Cleveland, and other formations of the western Anadarko Basin, the Canyon Lime formation in the Texas panhandle, the Woodford-SCOOP and Stack plays located in central Oklahoma, and the Eagle Ford shale in east Texas.
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•
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Over 2.9 million gross acres with exposure to numerous plays focused primarily in the Midland Basin, the Central Basin Platform/Northwest Shelf, and the Delaware Basin.
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•
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Estimated proved reserves of 770 MMboe at year-end 2018, representing 62 percent of the Company’s worldwide proved reserves.
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•
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Annual production of
210.9
Mboe/d increased
34 percent
from 2017. Fourth-quarter 2018 production increased 6 percent from the prior sequential quarter and 33 percent from the fourth quarter of 2017, a reflection of the success of the Midland Basin drilling program and the continued production ramp up at Alpine High, which first came online in May 2017.
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•
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In 2018, the Permian region averaged 17 rigs and drilled or participated in 284 wells, 238 of which were horizontal, with a 98 percent success rate.
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(i)
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550,000 dekatherms per day of residue gas for a 10-year term on the Gulf Coast Express Pipeline;
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(ii)
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500,000 dekatherms per day of residue gas for a 10-year term on the Permian Highway Pipeline;
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(iii)
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an acreage dedication of crude oil produced from Alpine High up to 75 MBbl/d of crude oil for a 10-year term on the EPIC Crude pipeline;
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(iv)
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an acreage dedication to transport NGLs produced from Alpine High to Waha for a 10-year term on the Salt Creek NGL Pipeline; and
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(v)
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an acreage dedication for a 10-year term on Enterprise Products’ Shin Oak NGL Pipeline to transport up to 205 MBbl/d of Alpine High produced NGLs from the Salt Creek NGL Pipeline terminus in Waha to Mont Belvieu.
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•
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The Egypt region includes onshore conventional assets in Egypt’s Western Desert.
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•
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The North Sea region includes offshore assets based in the United Kingdom.
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Net Exploratory
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Net Development
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Total Net Wells
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|||||||||||||||||||||
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Productive
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Dry
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Total
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Productive
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Dry
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Total
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Productive
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Dry
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Total
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|||||||||
2018
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|||||||||
United States
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47.6
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5.3
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52.9
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188.9
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2.0
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190.9
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236.5
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7.3
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243.8
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Egypt
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28.2
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12.5
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40.7
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57.9
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0.5
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58.4
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86.1
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13.0
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99.1
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North Sea
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1.0
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0.5
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1.5
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6.3
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—
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6.3
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7.3
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0.5
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7.8
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Total
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76.8
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18.3
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95.1
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253.1
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2.5
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255.6
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329.9
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20.8
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350.7
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2017
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|
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|||||||||
United States
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42.9
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4.3
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47.2
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101.5
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1.0
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102.5
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144.4
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5.3
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149.7
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Canada
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—
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1.0
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1.0
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0.2
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—
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0.2
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0.2
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1.0
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1.2
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Egypt
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13.7
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12.0
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25.7
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59.3
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3.0
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62.3
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73.0
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15.0
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88.0
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North Sea
|
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0.6
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|
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1.9
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|
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2.5
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|
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6.4
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|
1.0
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|
|
7.4
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|
7.0
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|
|
2.9
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|
|
9.9
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Other International
|
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—
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|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
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|
|
—
|
|
|
—
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|
|
0.5
|
|
|
0.5
|
|
Total
|
|
57.2
|
|
|
19.7
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|
|
76.9
|
|
|
167.4
|
|
|
5.0
|
|
|
172.4
|
|
|
224.6
|
|
|
24.7
|
|
|
249.3
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
18.9
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|
|
5.0
|
|
|
23.9
|
|
|
79.5
|
|
|
1.9
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|
|
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
|
|
|
|
Oil
|
|
Gas
|
|
Total
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
United States
|
|
13,240
|
|
|
8,615
|
|
|
3,110
|
|
|
1,610
|
|
|
16,350
|
|
|
10,225
|
|
Egypt
|
|
1,200
|
|
|
1,130
|
|
|
125
|
|
|
120
|
|
|
1,325
|
|
|
1,250
|
|
North Sea
|
|
155
|
|
|
115
|
|
|
20
|
|
|
10
|
|
|
175
|
|
|
125
|
|
Total
|
|
14,595
|
|
|
9,860
|
|
|
3,255
|
|
|
1,740
|
|
|
17,850
|
|
|
11,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Domestic
|
|
13,240
|
|
|
8,615
|
|
|
3,110
|
|
|
1,610
|
|
|
16,350
|
|
|
10,225
|
|
Foreign
|
|
1,355
|
|
|
1,245
|
|
|
145
|
|
|
130
|
|
|
1,500
|
|
|
1,375
|
|
Total
|
|
14,595
|
|
|
9,860
|
|
|
3,255
|
|
|
1,740
|
|
|
17,850
|
|
|
11,600
|
|
|
|
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)
|
|||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
United States
|
|
38.3
|
|
|
21.0
|
|
|
216.5
|
|
|
$
|
10.01
|
|
|
$
|
59.36
|
|
|
$
|
26.28
|
|
|
$
|
2.12
|
|
Egypt
(1)
|
|
34.2
|
|
|
0.3
|
|
|
119.3
|
|
|
8.71
|
|
|
70.09
|
|
|
39.17
|
|
|
2.84
|
|
||||
North Sea
(2)
|
|
17.1
|
|
|
0.4
|
|
|
16.6
|
|
|
18.92
|
|
|
69.02
|
|
|
45.84
|
|
|
7.33
|
|
||||
Total
|
|
89.6
|
|
|
21.7
|
|
|
352.4
|
|
|
10.66
|
|
|
65.30
|
|
|
26.87
|
|
|
2.61
|
|
||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
United States
|
|
33.4
|
|
|
17.8
|
|
|
143.9
|
|
|
$
|
8.92
|
|
|
$
|
48.40
|
|
|
$
|
16.14
|
|
|
$
|
2.56
|
|
Canada
(3)
|
|
2.4
|
|
|
1.0
|
|
|
48.0
|
|
|
12.01
|
|
|
45.25
|
|
|
16.39
|
|
|
2.17
|
|
||||
Egypt
(1)
|
|
35.5
|
|
|
0.3
|
|
|
141.0
|
|
|
6.85
|
|
|
53.57
|
|
|
36.79
|
|
|
2.80
|
|
||||
North Sea
(2)
|
|
17.9
|
|
|
0.4
|
|
|
16.6
|
|
|
17.21
|
|
|
53.81
|
|
|
36.22
|
|
|
5.54
|
|
||||
Total
|
|
89.2
|
|
|
19.5
|
|
|
349.5
|
|
|
9.45
|
|
|
51.46
|
|
|
16.90
|
|
|
2.74
|
|
||||
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
|
|
(1)
|
Includes production volumes attributable to a one-third noncontrolling interest in Egypt.
|
(2)
|
Sales volumes from the North Sea for
2018
,
2017
, and
2016
were
20.3
MMboe,
21.2
MMboe, and 24.5 MMboe, respectively. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.
|
(3)
|
During the third quarter of 2017, Apache finalized the sale and complete exit of its Canadian operations.
|
|
|
Undeveloped Acreage
|
|
Developed Acreage
|
||||||||
|
|
Gross Acres
|
|
Net Acres
|
|
Gross Acres
|
|
Net Acres
|
||||
|
|
(in thousands)
|
||||||||||
United States
|
|
4,580
|
|
|
2,260
|
|
|
1,904
|
|
|
1,093
|
|
Egypt
|
|
4,480
|
|
|
4,088
|
|
|
1,686
|
|
|
1,609
|
|
North Sea
|
|
245
|
|
|
225
|
|
|
186
|
|
|
135
|
|
Other International
|
|
2,308
|
|
|
1,831
|
|
|
—
|
|
|
—
|
|
Total
|
|
11,613
|
|
|
8,404
|
|
|
3,776
|
|
|
2,837
|
|
|
|
Oil
|
|
NGL
|
|
Gas
|
|
Total
|
||||
|
|
(MMbbls)
|
|
(MMbbls)
|
|
(Bcf)
|
|
(MMboe)
|
||||
Proved Developed:
|
|
|
|
|
|
|
|
|
||||
United States
|
|
300
|
|
|
198
|
|
|
1,627
|
|
|
769
|
|
Egypt
(1)
|
|
110
|
|
|
1
|
|
|
476
|
|
|
190
|
|
North Sea
|
|
105
|
|
|
1
|
|
|
95
|
|
|
122
|
|
Total Proved Developed
|
|
515
|
|
|
200
|
|
|
2,198
|
|
|
1,081
|
|
Proved Undeveloped:
|
|
|
|
|
|
|
|
|
||||
United States
|
|
45
|
|
|
33
|
|
|
267
|
|
|
123
|
|
Egypt
(1)
|
|
10
|
|
|
—
|
|
|
33
|
|
|
15
|
|
North Sea
|
|
11
|
|
|
1
|
|
|
16
|
|
|
15
|
|
Total Proved Undeveloped
|
|
66
|
|
|
34
|
|
|
316
|
|
|
153
|
|
TOTAL PROVED
|
|
581
|
|
|
234
|
|
|
2,514
|
|
|
1,234
|
|
(1)
|
Includes total proved developed and total proved undeveloped reserves of
63
MMboe and
5
MMboe, respectively, attributable to a one-third noncontrolling interest in Egypt.
|
|
|
For the Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
BP plc
|
|
17
|
%
|
|
12
|
%
|
|
9
|
%
|
China Petroleum & Chemical Corporation (Sinopec)
|
|
15
|
%
|
|
16
|
%
|
|
21
|
%
|
Egyptian General Petroleum Corporation
|
|
10
|
%
|
|
11
|
%
|
|
12
|
%
|
ITEM 1A.
|
RISK FACTORS
|
•
|
worldwide and domestic supplies of crude oil, natural gas, and NGLs;
|
•
|
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 oil and gas producing regions;
|
•
|
the level of global crude oil and natural gas inventories;
|
•
|
the price and level of imported foreign crude oil, natural gas, and NGLs;
|
•
|
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, natural gas, and NGLs 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 oil and 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 and anthropogenic 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 commodity 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, and 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 oil or natural gas markets dependent on demand in a single or limited geographical area;
|
•
|
exchange controls, currency fluctuations, devaluations, 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 effects of the U.K.’s potential withdrawal from the European Union, including any resulting instability in global financial markets or the value of foreign currencies such as the British pound;
|
•
|
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
|
Period
|
|
Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(1)
|
|||||
January 1 to January 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
7,827,352
|
|
February 1 to February 28, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,827,352
|
|
|
March 1 to March 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,827,352
|
|
|
April 1 to April 30, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,827,352
|
|
|
May 1 to May 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,827,352
|
|
|
June 1 to June 30, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,827,352
|
|
|
July 1 to July 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,827,352
|
|
|
August 1 to August 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,827,352
|
|
|
September 1 to September 30, 2018
|
|
924,131
|
|
|
46.38
|
|
|
924,131
|
|
|
6,903,221
|
|
|
October 1 to October 31, 2018
|
|
2,030,000
|
|
|
44.59
|
|
|
2,030,000
|
|
|
44,873,221
|
|
|
November 1 to November 30, 2018
|
|
3,343,800
|
|
|
36.43
|
|
|
3,343,800
|
|
|
41,529,421
|
|
|
December 1 to December 31, 2018
|
|
1,529,402
|
|
|
32.70
|
|
|
1,529,402
|
|
|
40,000,019
|
|
|
Total
|
|
7,827,333
|
|
|
$
|
38.99
|
|
|
|
|
|
(1)
|
On May 9, 2013, the Company announced that its Board of Directors authorized the repurchase of up to 30 million shares of the Company’s common stock. Additionally, on May 15, 2014, the Company announced that the Board of Directors authorized the repurchase of an additional 10 million shares, supplementing the May 2013 authorization. The Company may buy shares from time to time on the open market, in privately negotiated transactions, or a combination of both. The timing and amounts of any repurchases will be at the discretion of Apache’s management and will depend on a variety of factors, including the stock price, corporate and regulatory requirements, and other market and economic conditions. Repurchased shares will be available for general corporate purposes. On October 30, 2018, the Company’s Board of Directors authorized the purchase of up to 40 million additional shares of the Company’s common stock.
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Apache Corporation
|
|
$
|
100.00
|
|
|
$
|
73.75
|
|
|
$
|
53.29
|
|
|
$
|
77.62
|
|
|
$
|
52.68
|
|
|
$
|
33.51
|
|
S & P’s Composite 500 Stock Index
|
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
DJ US Expl & Prod Index
|
|
100.00
|
|
|
89.23
|
|
|
68.05
|
|
|
84.71
|
|
|
85.81
|
|
|
70.57
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
As of or for the Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and gas production revenues
|
|
$
|
7,348
|
|
|
$
|
5,887
|
|
|
$
|
5,367
|
|
|
$
|
6,510
|
|
|
$
|
12,795
|
|
Net income (loss) from continuing operations attributable to common shareholders
|
|
40
|
|
|
1,304
|
|
|
(1,372
|
)
|
|
(10,844
|
)
|
|
(6,653
|
)
|
|||||
Net income (loss) from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.11
|
|
|
3.42
|
|
|
(3.62
|
)
|
|
(28.70
|
)
|
|
(17.32
|
)
|
|||||
Diluted
|
|
0.11
|
|
|
3.41
|
|
|
(3.62
|
)
|
|
(28.70
|
)
|
|
(17.32
|
)
|
|||||
Cash dividends declared per common share
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
21,582
|
|
|
$
|
21,922
|
|
|
$
|
22,519
|
|
|
$
|
25,500
|
|
|
$
|
44,264
|
|
Long-term debt
|
|
8,054
|
|
|
7,934
|
|
|
8,544
|
|
|
8,716
|
|
|
11,178
|
|
|||||
Total equity
|
|
8,812
|
|
|
8,791
|
|
|
7,679
|
|
|
9,490
|
|
|
20,541
|
|
|||||
Common shares outstanding
|
|
375
|
|
|
381
|
|
|
379
|
|
|
378
|
|
|
377
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
U.S. onshore production averaged 256 Mboe/d, up
28
percent relative to 2017, reflecting the success of the Midland Basin drilling program and the continued production ramp-up at Alpine High.
|
•
|
The Permian region averaged 17 operated rigs during the year, drilling 284 gross wells. Approximately 43 percent of the region’s production is crude oil and 21 percent is NGLs. Combined, this represents 44 percent of Apache’s worldwide liquids production for 2018. The region averaged
211
Mboe/d and contributed $2.7 billion of revenues during 2018. Fourth-quarter 2018 production increased 33 percent from the comparative 2017 quarter, a reflection of the success of the Midland Basin drilling program and the continued production ramp-up at Alpine High.
|
•
|
In the fourth quarter of 2018, the Company completed the previously announced agreement with Kayne Anderson Acquisition Corp. (KAAC) and its then wholly-owned subsidiary Altus Midstream LP (collectively, Altus). Subsequent to the transaction, KAAC was renamed to Altus Midstream Company (ALTM).
|
◦
|
Upon closing of the transaction, KAAC contributed approximately $628 million of cash, net of transaction expenses, into Altus Midstream LP. The cash will primarily be used to fund future development of the Alpine High midstream assets.
|
◦
|
In exchange for the contribution of its Alpine High midstream assets, Apache received an approximate 79 percent ownership interest in Altus.
|
◦
|
Altus owns gas gathering, processing, and transmission assets in the Permian Basin of West Texas, anchored by midstream contracts to service Apache’s production from its Alpine High resource play. Altus primarily generates revenue by providing fee-based natural gas gathering, compression, processing, and transportation services. Additionally, Altus Midstream LP and/or its subsidiaries have equity ownership in third-party pipeline projects and hold options to purchase equity ownerships in other pipeline projects in the region.
|
•
|
The Egypt region averaged 12 rigs and drilled or participated in drilling 115 gross wells. During 2018, Egypt’s gross production and net equivalent production averaged
336
Mboe/d and
149
Mboe/d, respectively. Egypt’s gross production increased
1 percent
from 2017, while net equivalent production decreased
8 percent
from 2017, primarily the result of the impact of higher Brent oil prices on cost recovery volumes as a function of the Company’s production sharing contracts. The region contributed $2.7 billion of revenues during the year.
|
•
|
The North Sea region averaged 3 rigs during 2018, drilling 10 gross wells. During the year, the region averaged production of
56
Mboe/d and contributed $1.3 billion of revenues. Production declined
3 percent
from 2017, primarily the result of natural decline offset by a development well coming online at the Callater field and initial production at Garten during the fourth quarter of 2018.
|
•
|
U.S. and North Sea Divestitures
During 2018, in addition to the Altus transaction discussed above, Apache completed the sale of certain non-core assets, primarily leasehold acreage in the U.S. and North Sea regions, in multiple transactions for total cash proceeds of approximately $138 million.
|
•
|
Canadian Operations
On June 30, 2017, Apache completed the sale of its Canadian assets at Midale and House Mountain for total cash proceeds of approximately $228 million. In August of 2017, Apache completed the sale of its remaining Canadian operations for cash proceeds of approximately $478 million.
|
•
|
U.S. Leasehold Divestitures
During 2017, Apache completed the sale of certain non-core assets, primarily leasehold acreage in the Permian and Midcontinent/Gulf Coast regions, in multiple transactions for total cash proceeds of
$798 million
.
|
•
|
North Sea Gathering Transportation and Processing (GTP) Facility
In November 2017, Apache completed the sale of its 30.28 percent interest in the SAGE gas plant and its 60.56 percent interest in the Beryl pipeline in the North Sea to Ancala Midstream Acquisitions Limited. A refundable deposit of
$134 million
was received in the fourth quarter of 2016 in connection with this transaction, and was recorded in “Other current liabilities” on the consolidated balance sheet as of December 31, 2016. In November 2017, Apache completed the sale and the liability related to the refundable deposit was released. No additional proceeds were received.
|
|
|
For the Year Ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
$ Value
|
|
% Contribution
|
|
$ Value
|
|
% Contribution
|
|
$ Value
|
|
% Contribution
|
|||||||||
|
|
($ in millions)
|
|||||||||||||||||||
Total Oil Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
2,271
|
|
|
39
|
%
|
|
$
|
1,616
|
|
|
35
|
%
|
|
$
|
1,499
|
|
|
36
|
%
|
Canada
|
|
—
|
|
|
—
|
|
|
110
|
|
|
3
|
%
|
|
180
|
|
|
4
|
%
|
|||
North America
|
|
2,271
|
|
|
39
|
%
|
|
1,726
|
|
|
38
|
%
|
|
1,679
|
|
|
40
|
%
|
|||
Egypt
(1)
|
|
2,396
|
|
|
41
|
%
|
|
1,901
|
|
|
41
|
%
|
|
1,657
|
|
|
40
|
%
|
|||
North Sea
|
|
1,179
|
|
|
20
|
%
|
|
971
|
|
|
21
|
%
|
|
836
|
|
|
20
|
%
|
|||
International
(1)
|
|
3,575
|
|
|
61
|
%
|
|
2,872
|
|
|
62
|
%
|
|
2,493
|
|
|
60
|
%
|
|||
Total
(1)
|
|
$
|
5,846
|
|
|
100
|
%
|
|
$
|
4,598
|
|
|
100
|
%
|
|
$
|
4,172
|
|
|
100
|
%
|
Total Natural Gas Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
458
|
|
|
50
|
%
|
|
$
|
368
|
|
|
38
|
%
|
|
$
|
314
|
|
|
33
|
%
|
Canada
|
|
—
|
|
|
—
|
|
|
104
|
|
|
11
|
%
|
|
146
|
|
|
15
|
%
|
|||
North America
|
|
458
|
|
|
50
|
%
|
|
472
|
|
|
49
|
%
|
|
460
|
|
|
48
|
%
|
|||
Egypt
(1)
|
|
339
|
|
|
37
|
%
|
|
395
|
|
|
41
|
%
|
|
389
|
|
|
40
|
%
|
|||
North Sea
|
|
122
|
|
|
13
|
%
|
|
92
|
|
|
10
|
%
|
|
118
|
|
|
12
|
%
|
|||
International
(1)
|
|
461
|
|
|
50
|
%
|
|
487
|
|
|
51
|
%
|
|
507
|
|
|
52
|
%
|
|||
Total
(1)
|
|
$
|
919
|
|
|
100
|
%
|
|
$
|
959
|
|
|
100
|
%
|
|
$
|
967
|
|
|
100
|
%
|
Total NGL Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
550
|
|
|
94
|
%
|
|
$
|
287
|
|
|
87
|
%
|
|
$
|
184
|
|
|
81
|
%
|
Canada
|
|
—
|
|
|
—
|
|
|
17
|
|
|
5
|
%
|
|
17
|
|
|
7
|
%
|
|||
North America
|
|
550
|
|
|
94
|
%
|
|
304
|
|
|
92
|
%
|
|
201
|
|
|
88
|
%
|
|||
Egypt
(1)
|
|
13
|
|
|
2
|
%
|
|
11
|
|
|
3
|
%
|
|
11
|
|
|
5
|
%
|
|||
North Sea
|
|
20
|
|
|
4
|
%
|
|
15
|
|
|
5
|
%
|
|
16
|
|
|
7
|
%
|
|||
International
(1)
|
|
33
|
|
|
6
|
%
|
|
26
|
|
|
8
|
%
|
|
27
|
|
|
12
|
%
|
|||
Total
(1)
|
|
$
|
583
|
|
|
100
|
%
|
|
$
|
330
|
|
|
100
|
%
|
|
$
|
228
|
|
|
100
|
%
|
Total Oil and Gas Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
3,279
|
|
|
45
|
%
|
|
$
|
2,271
|
|
|
39
|
%
|
|
$
|
1,997
|
|
|
37
|
%
|
Canada
|
|
—
|
|
|
—
|
|
|
231
|
|
|
4
|
%
|
|
343
|
|
|
7
|
%
|
|||
North America
|
|
3,279
|
|
|
45
|
%
|
|
2,502
|
|
|
43
|
%
|
|
2,340
|
|
|
44
|
%
|
|||
Egypt
(1)
|
|
2,748
|
|
|
37
|
%
|
|
2,307
|
|
|
39
|
%
|
|
2,057
|
|
|
38
|
%
|
|||
North Sea
|
|
1,321
|
|
|
18
|
%
|
|
1,078
|
|
|
18
|
%
|
|
970
|
|
|
18
|
%
|
|||
International
(1)
|
|
4,069
|
|
|
55
|
%
|
|
3,385
|
|
|
57
|
%
|
|
3,027
|
|
|
56
|
%
|
|||
Total
(1)
|
|
$
|
7,348
|
|
|
100
|
%
|
|
$
|
5,887
|
|
|
100
|
%
|
|
$
|
5,367
|
|
|
100
|
%
|
(1)
|
Amounts include revenue attributable to a noncontrolling interest in Egypt.
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2018
|
|
Increase
(Decrease)
|
|
2017
|
|
Increase
(Decrease)
|
|
2016
|
|||
Oil Volume – b/d:
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
104,800
|
|
|
15%
|
|
91,489
|
|
|
(12)%
|
|
103,827
|
|
Canada
|
|
—
|
|
|
NM
|
|
6,643
|
|
|
(49)%
|
|
13,081
|
|
North America
|
|
104,800
|
|
|
7%
|
|
98,132
|
|
|
(16)%
|
|
116,908
|
|
Egypt
(1)(2)
|
|
93,656
|
|
|
(4)%
|
|
97,242
|
|
|
(6)%
|
|
103,719
|
|
North Sea
|
|
46,953
|
|
|
(4)%
|
|
48,889
|
|
|
(11)%
|
|
54,630
|
|
International
|
|
140,609
|
|
|
(4)%
|
|
146,131
|
|
|
(8)%
|
|
158,349
|
|
Total
|
|
245,409
|
|
|
—
|
|
244,263
|
|
|
(11)%
|
|
275,257
|
|
Natural Gas Volume – Mcf/d:
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
593,254
|
|
|
50%
|
|
394,366
|
|
|
—
|
|
396,227
|
|
Canada
|
|
—
|
|
|
NM
|
|
131,479
|
|
|
(46)%
|
|
242,602
|
|
North America
|
|
593,254
|
|
|
13%
|
|
525,845
|
|
|
(18)%
|
|
638,829
|
|
Egypt
(1)(2)
|
|
326,811
|
|
|
(15)%
|
|
386,194
|
|
|
(1)%
|
|
391,968
|
|
North Sea
|
|
45,466
|
|
|
—
|
|
45,521
|
|
|
(37)%
|
|
71,751
|
|
International
|
|
372,277
|
|
|
(14)%
|
|
431,715
|
|
|
(7)%
|
|
463,719
|
|
Total
|
|
965,531
|
|
|
1%
|
|
957,560
|
|
|
(13)%
|
|
1,102,548
|
|
NGL Volume – b/d:
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
57,451
|
|
|
18%
|
|
48,674
|
|
|
(10)%
|
|
54,165
|
|
Canada
|
|
—
|
|
|
NM
|
|
2,827
|
|
|
(51)%
|
|
5,731
|
|
North America
|
|
57,451
|
|
|
12%
|
|
51,501
|
|
|
(14)%
|
|
59,896
|
|
Egypt
(1)(2)
|
|
923
|
|
|
13%
|
|
816
|
|
|
(25)%
|
|
1,084
|
|
North Sea
|
|
1,189
|
|
|
3%
|
|
1,149
|
|
|
(33)%
|
|
1,703
|
|
International
|
|
2,112
|
|
|
7%
|
|
1,965
|
|
|
(29)%
|
|
2,787
|
|
Total
|
|
59,563
|
|
|
11%
|
|
53,466
|
|
|
(15)%
|
|
62,683
|
|
BOE per day:
(3)
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
261,126
|
|
|
27%
|
|
205,891
|
|
|
(8)%
|
|
224,029
|
|
Canada
|
|
—
|
|
|
NM
|
|
31,383
|
|
|
(47)%
|
|
59,246
|
|
North America
|
|
261,126
|
|
|
10%
|
|
237,274
|
|
|
(16)%
|
|
283,275
|
|
Egypt
(1)(2)
|
|
149,048
|
|
|
(8)%
|
|
162,424
|
|
|
(5)%
|
|
170,131
|
|
North Sea
(4)
|
|
55,719
|
|
|
(3)%
|
|
57,624
|
|
|
(16)%
|
|
68,292
|
|
International
|
|
204,767
|
|
|
(7)%
|
|
220,048
|
|
|
(8)%
|
|
238,423
|
|
Total
|
|
465,893
|
|
|
2%
|
|
457,322
|
|
|
(12)%
|
|
521,698
|
|
(1)
|
Gross oil, natural gas, and NGL production in Egypt were as follows:
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|||
Oil (b/d)
|
|
206,378
|
|
|
|
|
198,335
|
|
|
|
|
209,659
|
|
Natural Gas (Mcf/d)
|
|
769,468
|
|
|
|
|
805,478
|
|
|
|
|
827,202
|
|
NGL (b/d)
|
|
1,502
|
|
|
|
|
1,353
|
|
|
|
|
1,861
|
|
(2)
|
Includes net production volumes per day attributable to a noncontrolling interest in Egypt of:
|
Oil (b/d)
|
|
31,240
|
|
|
|
|
32,461
|
|
|
|
|
34,530
|
|
Natural Gas (Mcf/d)
|
|
109,169
|
|
|
|
|
128,756
|
|
|
|
|
130,856
|
|
NGL (b/d)
|
|
308
|
|
|
|
|
272
|
|
|
|
|
361
|
|
(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 were
55,568
boe/d,
58,177
boe/d, and
66,872
boe/d for
2018
,
2017
, and 2016, respectively. 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,
|
||||||||||||||
|
|
2018
|
|
Increase
(Decrease)
|
|
2017
|
|
Increase
(Decrease)
|
|
2016
|
||||||
Average Oil Price - Per barrel:
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
59.36
|
|
|
23%
|
|
$
|
48.40
|
|
|
23%
|
|
$
|
39.43
|
|
Canada
|
|
—
|
|
|
NM
|
|
45.25
|
|
|
20%
|
|
37.62
|
|
|||
North America
|
|
59.36
|
|
|
23%
|
|
48.18
|
|
|
23%
|
|
39.23
|
|
|||
Egypt
|
|
70.09
|
|
|
31%
|
|
53.57
|
|
|
23%
|
|
43.66
|
|
|||
North Sea
|
|
69.02
|
|
|
28%
|
|
53.81
|
|
|
25%
|
|
42.93
|
|
|||
International
|
|
69.73
|
|
|
30%
|
|
53.65
|
|
|
24%
|
|
43.41
|
|
|||
Total
|
|
65.30
|
|
|
27%
|
|
51.46
|
|
|
24%
|
|
41.63
|
|
|||
Average Natural Gas Price - Per Mcf:
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2.12
|
|
|
(17)%
|
|
$
|
2.56
|
|
|
18%
|
|
$
|
2.17
|
|
Canada
|
|
—
|
|
|
NM
|
|
2.17
|
|
|
32%
|
|
1.64
|
|
|||
North America
|
|
2.12
|
|
|
(14)%
|
|
2.46
|
|
|
25%
|
|
1.97
|
|
|||
Egypt
|
|
2.84
|
|
|
1%
|
|
2.80
|
|
|
3%
|
|
2.71
|
|
|||
North Sea
|
|
7.33
|
|
|
32%
|
|
5.54
|
|
|
23%
|
|
4.51
|
|
|||
International
|
|
3.39
|
|
|
10%
|
|
3.09
|
|
|
3%
|
|
2.99
|
|
|||
Total
|
|
2.61
|
|
|
(5)%
|
|
2.74
|
|
|
14%
|
|
2.40
|
|
|||
Average NGL Price - Per barrel:
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
26.28
|
|
|
63%
|
|
$
|
16.14
|
|
|
74%
|
|
$
|
9.28
|
|
Canada
|
|
—
|
|
|
NM
|
|
16.39
|
|
|
101%
|
|
8.15
|
|
|||
North America
|
|
26.28
|
|
|
63%
|
|
16.15
|
|
|
76%
|
|
9.17
|
|
|||
Egypt
|
|
39.17
|
|
|
6%
|
|
36.79
|
|
|
28%
|
|
28.68
|
|
|||
North Sea
|
|
45.84
|
|
|
27%
|
|
36.22
|
|
|
50%
|
|
24.20
|
|
|||
International
|
|
42.93
|
|
|
18%
|
|
36.46
|
|
|
41%
|
|
25.94
|
|
|||
Total
|
|
26.87
|
|
|
59%
|
|
16.90
|
|
|
70%
|
|
9.92
|
|
•
|
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 U.S. regions averaged
$2.12
per Mcf in
2018
,
down
from
$2.56
per Mcf in
2017
.
|
•
|
In Egypt, our gas is sold to Egyptian General Petroleum Corporation (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
$2.84
per Mcf in
2018
,
up
1 percent
from the prior year.
|
•
|
Natural gas from the North Sea Beryl field is processed through the SAGE gas plant. 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
$7.33
per Mcf in
2018
, a
32 percent
increase
from an average of
$5.54
per Mcf in
2017
.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Lease operating expenses
|
|
$
|
1,439
|
|
|
$
|
1,384
|
|
|
$
|
1,494
|
|
Gathering, transmission, and processing
|
|
348
|
|
|
195
|
|
|
200
|
|
|||
Taxes other than income
|
|
215
|
|
|
151
|
|
|
126
|
|
|||
Exploration
|
|
503
|
|
|
549
|
|
|
473
|
|
|||
General and administrative
|
|
431
|
|
|
395
|
|
|
410
|
|
|||
Transaction, reorganization, and separation
|
|
28
|
|
|
16
|
|
|
39
|
|
|||
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
||||||
Oil and gas property and equipment
|
|
2,265
|
|
|
2,136
|
|
|
2,460
|
|
|||
GTP assets
|
|
83
|
|
|
73
|
|
|
69
|
|
|||
Other assets
|
|
57
|
|
|
71
|
|
|
89
|
|
|||
Asset retirement obligation accretion
|
|
108
|
|
|
130
|
|
|
156
|
|
|||
Impairments
|
|
511
|
|
|
8
|
|
|
1,103
|
|
|||
Financing costs, net
|
|
478
|
|
|
397
|
|
|
417
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
|
|
|
|
|
|
|
||||||
Third-party transmission and processing costs
|
|
$
|
294
|
|
|
$
|
179
|
|
|
$
|
200
|
|
Midstream service affiliate costs
|
|
77
|
|
|
15
|
|
|
—
|
|
|||
Upstream transmission and processing costs
|
|
371
|
|
|
194
|
|
|
200
|
|
|||
Midstream operating expenses
|
|
54
|
|
|
16
|
|
|
—
|
|
|||
Intersegment eliminations
|
|
(77
|
)
|
|
(15
|
)
|
|
—
|
|
|||
Total GTP costs
|
|
$
|
348
|
|
|
$
|
195
|
|
|
$
|
200
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Unproved leasehold impairments
|
|
$
|
214
|
|
|
$
|
246
|
|
|
$
|
272
|
|
Dry hole expense
|
|
137
|
|
|
183
|
|
|
81
|
|
|||
Geological and geophysical expense
|
|
55
|
|
|
47
|
|
|
44
|
|
|||
Exploration overhead and other
|
|
97
|
|
|
73
|
|
|
76
|
|
|||
Total Exploration expense
|
|
$
|
503
|
|
|
$
|
549
|
|
|
$
|
473
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Oil and gas proved property
|
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
427
|
|
GTP facilities
|
|
56
|
|
|
—
|
|
|
135
|
|
|||
Equity method investment
|
|
113
|
|
|
—
|
|
|
—
|
|
|||
Capitalized exploratory well costs
|
|
10
|
|
|
—
|
|
|
—
|
|
|||
PRT decommissioning asset
|
|
—
|
|
|
8
|
|
|
486
|
|
|||
Inventory
|
|
4
|
|
|
—
|
|
|
55
|
|
|||
Total impairments
|
|
$
|
511
|
|
|
$
|
8
|
|
|
$
|
1,103
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Interest expense
|
|
$
|
441
|
|
|
$
|
457
|
|
|
$
|
464
|
|
Amortization of debt issuance costs
|
|
9
|
|
|
9
|
|
|
8
|
|
|||
Capitalized interest
|
|
(44
|
)
|
|
(51
|
)
|
|
(48
|
)
|
|||
Loss on extinguishment of debt
|
|
94
|
|
|
1
|
|
|
1
|
|
|||
Interest income
|
|
(22
|
)
|
|
(19
|
)
|
|
(8
|
)
|
|||
Total Financing costs, net
|
|
$
|
478
|
|
|
$
|
397
|
|
|
$
|
417
|
|
|
|
EPIC Option
(1)
|
|
Salt Creek Option
|
|
Shin Oak Option
|
|
Permian Highway Option
(2)
|
Expiration Date
|
|
February 1, 2019
|
|
January 31, 2020
|
|
60 days following in-service date
|
|
September 4, 2019
|
Option Percentage
|
|
15%
|
|
50%
|
|
33%
|
|
27%
|
Estimated Exercise Price
(3)
|
|
$52 million
|
|
$51 million
|
|
$500 million
|
|
$232 million
|
(1)
|
Subsequent to the balance sheet date, the EPIC Option was exercised on February 1, 2019 and is expected to close in the first quarter of 2019.
|
(2)
|
Upon exercise of the Permian Highway Pipeline Option, Altus Midstream LP may acquire an additional 1 percent interest in GCX.
|
(3)
|
Estimated exercise price represents Altus Midstream LP’s proportionate share of capital expenditures made with respect to the applicable project prior to such exercise, plus financing charges associated with such capital expenditures (exercise price). There are no costs associated with exercising the Options other than the exercise price. However, Altus Midstream LP and/or its subsidiaries will be required to fund its pro rata share of capital expenditures after the exercise date.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Sources of Cash and Cash Equivalents:
|
|
|
|
|
|
|
||||||
Net cash provided by continuing operating activities
|
|
$
|
3,777
|
|
|
$
|
2,428
|
|
|
$
|
2,453
|
|
Proceeds from Altus transaction
|
|
628
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from asset divestitures, net of cash divested
|
|
138
|
|
|
1,419
|
|
|
134
|
|
|||
Fixed-rate debt borrowings
|
|
992
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
148
|
|
|||
|
|
5,535
|
|
|
3,847
|
|
|
2,735
|
|
|||
Uses of Cash and Cash Equivalents:
|
|
|
|
|
|
|
||||||
Capital expenditures
(1)
|
|
$
|
3,771
|
|
|
$
|
2,582
|
|
|
$
|
1,768
|
|
Leasehold and property acquisitions
|
|
133
|
|
|
178
|
|
|
181
|
|
|||
Joint venture equity interest
|
|
91
|
|
|
—
|
|
|
—
|
|
|||
Payments on fixed-rate debt
|
|
1,370
|
|
|
70
|
|
|
181
|
|
|||
Dividends paid
|
|
382
|
|
|
380
|
|
|
379
|
|
|||
Distributions to noncontrolling interest - Egypt
|
|
345
|
|
|
265
|
|
|
293
|
|
|||
Shares repurchased
|
|
305
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
92
|
|
|
81
|
|
|
23
|
|
|||
|
|
6,489
|
|
|
3,556
|
|
|
2,825
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
$
|
(954
|
)
|
|
$
|
291
|
|
|
$
|
(90
|
)
|
(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.
|
|
|
At December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Cash and cash equivalents
|
|
$
|
714
|
|
|
$
|
1,668
|
|
Total debt
|
|
8,204
|
|
|
8,484
|
|
||
Equity
|
|
8,812
|
|
|
8,791
|
|
||
Available committed borrowing capacity
|
|
3,857
|
|
|
3,500
|
|
||
Available committed borrowing capacity - Altus
|
|
450
|
|
|
—
|
|
Contractual Obligations
(1)
|
|
Note
Reference
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
2024 & Beyond
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||||
On-Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt, at face value
|
|
Note 7
|
|
$
|
8,299
|
|
|
$
|
150
|
|
|
$
|
393
|
|
|
$
|
1,090
|
|
|
$
|
6,666
|
|
Interest payments
|
|
Note 7
|
|
7,193
|
|
|
407
|
|
|
782
|
|
|
722
|
|
|
5,282
|
|
|||||
Capital lease
(2)
|
|
Note 9
|
|
40
|
|
|
1
|
|
|
3
|
|
|
4
|
|
|
32
|
|
|||||
Off-Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Drilling rigs
(3)
|
|
Note 9
|
|
172
|
|
|
102
|
|
|
69
|
|
|
1
|
|
|
—
|
|
|||||
Purchase obligations
(4)
|
|
Note 9
|
|
2,323
|
|
|
220
|
|
|
427
|
|
|
445
|
|
|
1,231
|
|
|||||
Operating lease obligations
(5)
|
|
Note 9
|
|
220
|
|
|
61
|
|
|
64
|
|
|
53
|
|
|
42
|
|
|||||
Total Contractual Obligations
|
|
|
|
$
|
18,247
|
|
|
$
|
941
|
|
|
$
|
1,738
|
|
|
$
|
2,315
|
|
|
$
|
13,253
|
|
(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 6 and 10, respectively, in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Form 10-K.
|
(2)
|
This represents the Company’s capital lease obligation related to its Midland, Texas office building. The imputed interest rate necessary to reduce the net minimum lease payments to present value of the lease term is
4.4 percent
or
$16 million
as of
December 31, 2018
.
|
(3)
|
Payments associated with the drilling of exploratory wells and development wells net of amounts billed to partners will be capitalized as a component of oil and gas properties, and either depreciated, impaired, or written off as exploration expense.
|
(4)
|
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 take-or-pay contracts, NGL processing agreements, drilling work program commitments, and agreements to secure capacity rights on third-party pipelines. Includes amounts related to firm transportation capacity on the Gulf Coast Express Pipeline Project (GCX Project), expected to be in service in the fourth quarter of 2019, and the Permian Highway Pipeline Project, expected to be in service in the fourth quarter of 2020 (refer to Delivery Commitments disclosure in Part I, Items 1 and 2 of this Annual Report on Form 10-K for more information regarding fixed sales contracts related to these 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.
|
(5)
|
Amounts include long-term lease payments for office space, aircraft, supply and standby vessels, land leases, and equipment related to exploration, development, and production activities.
|
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, 2018
|
F-4
|
Statement of consolidated comprehensive income (loss) for each of the three years in the period ended December 31, 2018
|
F-5
|
Statement of consolidated cash flows for each of the three years in the period ended December 31, 2018
|
F-6
|
Consolidated balance sheet as of December 31, 2018 and 2017
|
F-7
|
Statement of consolidated changes in equity for each of the three years in the period ended December 31, 2018
|
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
|
|
Director, Chief Executive Officer, and President
(principal executive officer)
|
|
February 28, 2019
|
/s/ Stephen J. Riney
Stephen J. Riney
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
February 28, 2019
|
/s/ Rebecca A. Hoyt
Rebecca A. Hoyt
|
|
Senior Vice President, Chief Accounting Officer, and Controller
(principal accounting officer)
|
|
February 28, 2019
|
/s/ Annell R. Bay
Annell R. Bay
|
|
Director
|
|
February 28, 2019
|
/s/ Chansoo Joung
Chansoo Joung |
|
Director
|
|
February 28, 2019
|
/s/ Rene R. Joyce
Rene R. Joyce |
|
Director
|
|
February 28, 2019
|
/s/ George D. Lawrence
George D. Lawrence
|
|
Director
|
|
February 28, 2019
|
/s/ John E. Lowe
John E. Lowe
|
|
Director, Non-Executive Chairman of the Board
|
|
February 28, 2019
|
/s/ William C. Montgomery
William C. Montgomery
|
|
Director
|
|
February 28, 2019
|
/s/ Amy H. Nelson
Amy H. Nelson
|
|
Director
|
|
February 28, 2019
|
/s/ Daniel W. Rabun
Daniel W. Rabun
|
|
Director
|
|
February 28, 2019
|
/s/ Peter A. Ragauss
Peter A. Ragauss
|
|
Director
|
|
February 28, 2019
|
/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,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions, except per common share data)
|
||||||||||
REVENUES AND OTHER:
|
|
|
|
|
|
|
||||||
Oil and gas production revenues:
|
|
|
|
|
|
|
||||||
Oil revenues
|
|
$
|
5,846
|
|
|
$
|
4,598
|
|
|
$
|
4,172
|
|
Natural gas revenues
|
|
919
|
|
|
959
|
|
|
967
|
|
|||
Natural gas liquids revenues
|
|
583
|
|
|
330
|
|
|
228
|
|
|||
|
|
7,348
|
|
|
5,887
|
|
|
5,367
|
|
|||
Derivative instrument losses, net
|
|
(17
|
)
|
|
(135
|
)
|
|
—
|
|
|||
Gain on divestitures
|
|
23
|
|
|
627
|
|
|
21
|
|
|||
Other
|
|
70
|
|
|
44
|
|
|
(34
|
)
|
|||
|
|
7,424
|
|
|
6,423
|
|
|
5,354
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
||||||
Lease operating expenses
|
|
1,439
|
|
|
1,384
|
|
|
1,494
|
|
|||
Gathering, transmission, and processing
|
|
348
|
|
|
195
|
|
|
200
|
|
|||
Taxes other than income
|
|
215
|
|
|
151
|
|
|
126
|
|
|||
Exploration
|
|
503
|
|
|
549
|
|
|
473
|
|
|||
General and administrative
|
|
431
|
|
|
395
|
|
|
410
|
|
|||
Transaction, reorganization, and separation
|
|
28
|
|
|
16
|
|
|
39
|
|
|||
Depreciation, depletion, and amortization
|
|
2,405
|
|
|
2,280
|
|
|
2,618
|
|
|||
Asset retirement obligation accretion
|
|
108
|
|
|
130
|
|
|
156
|
|
|||
Impairments
|
|
511
|
|
|
8
|
|
|
1,103
|
|
|||
Financing costs, net
|
|
478
|
|
|
397
|
|
|
417
|
|
|||
|
|
6,466
|
|
|
5,505
|
|
|
7,036
|
|
|||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
958
|
|
|
918
|
|
|
(1,682
|
)
|
|||
Current income tax provision
|
|
894
|
|
|
595
|
|
|
391
|
|
|||
Deferred income tax benefit
|
|
(222
|
)
|
|
(1,180
|
)
|
|
(833
|
)
|
|||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS INCLUDING NONCONTROLLING INTEREST
|
|
286
|
|
|
1,503
|
|
|
(1,240
|
)
|
|||
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST
|
|
286
|
|
|
1,503
|
|
|
(1,273
|
)
|
|||
Net income attributable to noncontrolling interest - Egypt
|
|
245
|
|
|
199
|
|
|
132
|
|
|||
Net income attributable to noncontrolling interest - Altus
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
40
|
|
|
$
|
1,304
|
|
|
$
|
(1,405
|
)
|
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS:
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations attributable to common shareholders
|
|
$
|
40
|
|
|
$
|
1,304
|
|
|
$
|
(1,372
|
)
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||
Net income (loss) attributable to common shareholders
|
|
$
|
40
|
|
|
$
|
1,304
|
|
|
$
|
(1,405
|
)
|
NET INCOME (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
||||||
Basic net income (loss) from continuing operations per share
|
|
$
|
0.11
|
|
|
$
|
3.42
|
|
|
$
|
(3.62
|
)
|
Basic net loss from discontinued operations per share
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|||
Basic net income (loss) per share
|
|
$
|
0.11
|
|
|
$
|
3.42
|
|
|
$
|
(3.71
|
)
|
DILUTED NET INCOME (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
||||||
Diluted net income (loss) from continuing operations per share
|
|
$
|
0.11
|
|
|
$
|
3.41
|
|
|
$
|
(3.62
|
)
|
Diluted net loss from discontinued operations per share
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|||
Diluted net income (loss) per share
|
|
$
|
0.11
|
|
|
$
|
3.41
|
|
|
$
|
(3.71
|
)
|
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|
||||||
Basic
|
|
382
|
|
|
381
|
|
|
379
|
|
|||
Diluted
|
|
384
|
|
|
383
|
|
|
379
|
|
|||
DIVIDENDS DECLARED PER COMMON SHARE
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST
|
|
$
|
286
|
|
|
$
|
1,503
|
|
|
$
|
(1,273
|
)
|
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
||||||
Pension and postretirement benefit plan, net of tax
|
|
—
|
|
|
7
|
|
|
7
|
|
|||
Currency translation adjustment
|
|
—
|
|
|
109
|
|
|
—
|
|
|||
|
|
—
|
|
|
116
|
|
|
7
|
|
|||
COMPREHENSIVE INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST
|
|
286
|
|
|
1,619
|
|
|
(1,266
|
)
|
|||
Comprehensive income attributable to noncontrolling interest - Egypt
|
|
245
|
|
|
199
|
|
|
132
|
|
|||
Comprehensive income attributable to noncontrolling interest - Altus
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
40
|
|
|
$
|
1,420
|
|
|
$
|
(1,398
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interest
|
|
$
|
286
|
|
|
$
|
1,503
|
|
|
$
|
(1,273
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
33
|
|
|||
Unrealized derivative instrument losses (gains), net
|
|
(103
|
)
|
|
59
|
|
|
—
|
|
|||
Gain on divestitures
|
|
(23
|
)
|
|
(627
|
)
|
|
(21
|
)
|
|||
Exploratory dry hole expense and unproved leasehold impairments
|
|
351
|
|
|
429
|
|
|
353
|
|
|||
Depreciation, depletion, and amortization
|
|
2,405
|
|
|
2,280
|
|
|
2,618
|
|
|||
Asset retirement obligation accretion
|
|
108
|
|
|
130
|
|
|
156
|
|
|||
Impairments
|
|
511
|
|
|
8
|
|
|
1,103
|
|
|||
Benefit from deferred income taxes
|
|
(222
|
)
|
|
(1,180
|
)
|
|
(833
|
)
|
|||
Loss from extinguishment of debt
|
|
94
|
|
|
1
|
|
|
1
|
|
|||
Other
|
|
125
|
|
|
145
|
|
|
163
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
150
|
|
|
(270
|
)
|
|
126
|
|
|||
Inventories
|
|
(6
|
)
|
|
32
|
|
|
(27
|
)
|
|||
Drilling advances
|
|
(11
|
)
|
|
(128
|
)
|
|
91
|
|
|||
Deferred charges and other
|
|
83
|
|
|
(58
|
)
|
|
115
|
|
|||
Accounts payable
|
|
77
|
|
|
63
|
|
|
(63
|
)
|
|||
Accrued expenses
|
|
5
|
|
|
4
|
|
|
(9
|
)
|
|||
Deferred credits and noncurrent liabilities
|
|
(53
|
)
|
|
37
|
|
|
(80
|
)
|
|||
NET CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES
|
|
3,777
|
|
|
2,428
|
|
|
2,453
|
|
|||
NET CASH USED IN DISCONTINUED OPERATIONS
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
3,777
|
|
|
2,428
|
|
|
2,430
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Additions to oil and gas property
|
|
(3,190
|
)
|
|
(2,052
|
)
|
|
(1,610
|
)
|
|||
Additions to gas gathering, transmission, and processing facilities
|
|
(581
|
)
|
|
(530
|
)
|
|
(158
|
)
|
|||
Leasehold and property acquisitions
|
|
(133
|
)
|
|
(178
|
)
|
|
(181
|
)
|
|||
Joint venture equity interest
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Canadian assets, net of cash divested
|
|
—
|
|
|
661
|
|
|
—
|
|
|||
Proceeds from sale of oil and gas properties, other
|
|
138
|
|
|
758
|
|
|
134
|
|
|||
Other, net
|
|
(87
|
)
|
|
(75
|
)
|
|
155
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(3,944
|
)
|
|
(1,416
|
)
|
|
(1,660
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Fixed rate debt borrowings
|
|
992
|
|
|
—
|
|
|
—
|
|
|||
Payments on fixed-rate debt
|
|
(1,370
|
)
|
|
(70
|
)
|
|
(181
|
)
|
|||
Proceeds from Altus transaction
|
|
628
|
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interest - Egypt
|
|
(345
|
)
|
|
(265
|
)
|
|
(293
|
)
|
|||
Dividends paid
|
|
(382
|
)
|
|
(380
|
)
|
|
(379
|
)
|
|||
Treasury stock activity, net
|
|
(305
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(5
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(787
|
)
|
|
(721
|
)
|
|
(860
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(954
|
)
|
|
291
|
|
|
(90
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
1,668
|
|
|
1,377
|
|
|
1,467
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
714
|
|
|
$
|
1,668
|
|
|
$
|
1,377
|
|
SUPPLEMENTARY CASH FLOW DATA:
|
|
|
|
|
|
|
||||||
Interest paid, net of capitalized interest
|
|
$
|
402
|
|
|
$
|
405
|
|
|
$
|
413
|
|
Income taxes paid, net of refunds
|
|
$
|
867
|
|
|
$
|
516
|
|
|
$
|
305
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
714
|
|
|
$
|
1,668
|
|
Receivables, net of allowance
|
|
1,194
|
|
|
1,345
|
|
||
Inventories
|
|
401
|
|
|
368
|
|
||
Drilling advances
|
|
218
|
|
|
207
|
|
||
Prepaid assets and other
|
|
160
|
|
|
137
|
|
||
|
|
2,687
|
|
|
3,725
|
|
||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
||||
Oil and gas, on the basis of successful efforts accounting:
|
|
|
|
|
||||
Proved properties
|
|
42,345
|
|
|
39,197
|
|
||
Unproved properties
|
|
1,435
|
|
|
1,783
|
|
||
Gathering, transmission, and processing facilities
|
|
1,856
|
|
|
1,376
|
|
||
Other
|
|
1,120
|
|
|
1,046
|
|
||
|
|
46,756
|
|
|
43,402
|
|
||
Less: Accumulated depreciation, depletion, and amortization
|
|
(28,335
|
)
|
|
(25,643
|
)
|
||
|
|
18,421
|
|
|
17,759
|
|
||
OTHER ASSETS:
|
|
|
|
|
||||
Deferred charges and other
|
|
474
|
|
|
438
|
|
||
|
|
$
|
21,582
|
|
|
$
|
21,922
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
709
|
|
|
$
|
641
|
|
Current debt
|
|
150
|
|
|
550
|
|
||
Other current liabilities (Note 5)
|
|
1,342
|
|
|
1,373
|
|
||
|
|
2,201
|
|
|
2,564
|
|
||
LONG-TERM DEBT
|
|
8,054
|
|
|
7,934
|
|
||
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
|
|
|
|
|
||||
Income taxes
|
|
391
|
|
|
545
|
|
||
Asset retirement obligation
|
|
1,866
|
|
|
1,792
|
|
||
Other
|
|
258
|
|
|
296
|
|
||
|
|
2,515
|
|
|
2,633
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 9)
|
|
|
|
|
||||
EQUITY:
|
|
|
|
|
||||
Common stock, $0.625 par, 860,000,000 shares authorized, 415,692,116 and 414,125,879 shares issued, respectively
|
|
260
|
|
|
259
|
|
||
Paid-in capital
|
|
12,106
|
|
|
12,128
|
|
||
Accumulated deficit
|
|
(2,048
|
)
|
|
(2,088
|
)
|
||
Treasury stock, at cost, 40,995,894 and 33,171,015 shares, respectively
|
|
(3,192
|
)
|
|
(2,887
|
)
|
||
Accumulated other comprehensive income
|
|
4
|
|
|
4
|
|
||
APACHE SHAREHOLDERS’ EQUITY
|
|
7,130
|
|
|
7,416
|
|
||
Noncontrolling interest - Egypt
|
|
1,275
|
|
|
1,375
|
|
||
Noncontrolling interest - Altus
|
|
407
|
|
|
—
|
|
||
TOTAL EQUITY
|
|
8,812
|
|
|
8,791
|
|
||
|
|
$
|
21,582
|
|
|
$
|
21,922
|
|
|
|
Common
Stock
|
|
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
APACHE
SHAREHOLDERS’
EQUITY
|
|
Noncontrolling
Interest
|
|
TOTAL
EQUITY
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
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
|
)
|
||||||||
Pension & 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
|
|
Net income
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|
199
|
|
|
1,503
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(265
|
)
|
|
(265
|
)
|
||||||||
Pension & Postretirement benefit plans, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||||
Common dividends ($1.00 per share)
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
(381
|
)
|
||||||||
Common stock activity, net
|
|
1
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
||||||||
Compensation expense
|
|
—
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
174
|
|
||||||||
Other
|
|
—
|
|
|
11
|
|
|
(7
|
)
|
|
—
|
|
|
109
|
|
|
113
|
|
|
—
|
|
|
113
|
|
||||||||
BALANCE AT DECEMBER 31, 2017
|
|
$
|
259
|
|
|
$
|
12,128
|
|
|
$
|
(2,088
|
)
|
|
$
|
(2,887
|
)
|
|
$
|
4
|
|
|
$
|
7,416
|
|
|
$
|
1,375
|
|
|
$
|
8,791
|
|
Net income attributable to common stock
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||||
Net income attributable to noncontrolling interest - Egypt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245
|
|
|
245
|
|
||||||||
Net income attributable to noncontrolling interest - Altus
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
Distributions to noncontrolling interest - Egypt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
(345
|
)
|
||||||||
Common dividends ($1.00 per share)
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
|
(380
|
)
|
||||||||
Common stock activity, net
|
|
1
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
||||||||
Treasury stock activity, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(305
|
)
|
|
—
|
|
|
(305
|
)
|
|
—
|
|
|
(305
|
)
|
||||||||
Proceeds from Altus transaction
|
|
—
|
|
|
222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|
406
|
|
|
628
|
|
||||||||
Compensation expense
|
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
160
|
|
||||||||
Other
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||||
BALANCE AT DECEMBER 31, 2018
|
|
$
|
260
|
|
|
$
|
12,106
|
|
|
$
|
(2,048
|
)
|
|
$
|
(3,192
|
)
|
|
$
|
4
|
|
|
$
|
7,130
|
|
|
$
|
1,682
|
|
|
$
|
8,812
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Allowance for doubtful accounts at beginning of year
|
|
$
|
84
|
|
|
$
|
93
|
|
|
$
|
103
|
|
Additional provisions for the year
|
|
9
|
|
|
4
|
|
|
14
|
|
|||
Uncollectible accounts written off net of recoveries
|
|
(1
|
)
|
|
(13
|
)
|
|
(24
|
)
|
|||
Allowance for doubtful accounts at end of year
|
|
$
|
92
|
|
|
$
|
84
|
|
|
$
|
93
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Proved Properties:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
61
|
|
Canada
|
|
—
|
|
|
—
|
|
|
366
|
|
|||
Egypt
|
|
63
|
|
|
—
|
|
|
—
|
|
|||
Total Proved
|
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
427
|
|
Unproved Properties:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
96
|
|
|
$
|
244
|
|
|
$
|
200
|
|
Canada
|
|
—
|
|
|
2
|
|
|
72
|
|
|||
North Sea
|
|
128
|
|
|
—
|
|
|
—
|
|
|||
Total Unproved
|
|
$
|
224
|
|
|
$
|
246
|
|
|
$
|
272
|
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Loss on Woodside sale
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
Loss from Argentina divestiture
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Balance at January 1
|
|
$
|
350
|
|
|
$
|
264
|
|
|
$
|
245
|
|
Additions pending determination of proved reserves
|
|
602
|
|
|
477
|
|
|
249
|
|
|||
Divestitures and other
|
|
(82
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Reclassifications to proved properties
|
|
(647
|
)
|
|
(373
|
)
|
|
(211
|
)
|
|||
Charged to exploration expense
|
|
(64
|
)
|
|
(15
|
)
|
|
(19
|
)
|
|||
Balance at December 31
|
|
$
|
159
|
|
|
$
|
350
|
|
|
$
|
264
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Exploratory well costs capitalized for a period of one year or less
|
|
$
|
126
|
|
|
$
|
160
|
|
|
$
|
119
|
|
Exploratory well costs capitalized for a period greater than one year
|
|
33
|
|
|
190
|
|
|
145
|
|
|||
Balance at December 31
|
|
$
|
159
|
|
|
$
|
350
|
|
|
$
|
264
|
|
|
|
|
|
|
|
|
||||||
Number of projects with exploratory well costs capitalized for a period greater than one year
|
|
2
|
|
|
4
|
|
|
3
|
|
Production Period
|
|
Settlement Index
|
|
Mbbls
|
|
Weighted Average Price Differential
|
|
January—September 2019
|
|
Midland-WTI/Cushing-WTI
|
|
7,371
|
|
|
$(8.60)
|
October—December 2019
|
|
Midland-WTI/Cushing-WTI
|
|
1,380
|
|
|
$(3.72)
|
|
|
|
|
Collars
|
|||||
Production Period
|
|
Settlement Index
|
|
MMBtu
(in 000’s)
|
|
Weighted Average Floor Price
|
|
Weighted Average Ceiling Price
|
|
January—June 2019
|
|
NYMEX Henry Hub
|
|
18,100
|
|
|
$3.00
|
|
$3.92
|
Production Period
|
|
Settlement Index
|
|
MMBtu
(in 000’s)
|
|
Weighted Average Price Differential
|
|
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)
|
||||||||||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
(14
|
)
|
|
$
|
55
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
(14
|
)
|
|
11
|
|
||||||
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.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
(In millions)
|
||||||
Current Assets: Prepaid assets and other
|
|
$
|
55
|
|
|
$
|
8
|
|
Other Assets: Deferred charges and other
|
|
—
|
|
|
16
|
|
||
Total Assets
|
|
$
|
55
|
|
|
$
|
24
|
|
|
|
|
|
|
||||
Current Liabilities: Other current liabilities
|
|
$
|
11
|
|
|
$
|
64
|
|
Total Liabilities
|
|
$
|
11
|
|
|
$
|
64
|
|
|
|
For the Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
||||||||
|
|
(In millions)
|
||||||||||
Realized gain (loss):
|
|
|
|
|
|
|
||||||
Derivative settlements, realized gain (loss)
|
|
$
|
(81
|
)
|
|
$
|
24
|
|
|
$
|
—
|
|
Amortization of put premium, realized loss
|
|
(39
|
)
|
|
(100
|
)
|
|
—
|
|
|||
Unrealized gain (loss)
|
|
103
|
|
|
(59
|
)
|
|
—
|
|
|||
Derivative instrument gains (losses), net
|
|
$
|
(17
|
)
|
|
$
|
(135
|
)
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Accrued operating expenses
|
|
$
|
65
|
|
|
$
|
72
|
|
Accrued exploration and development
|
|
667
|
|
|
802
|
|
||
Accrued compensation and benefits
|
|
177
|
|
|
115
|
|
||
Accrued interest
|
|
137
|
|
|
145
|
|
||
Accrued income taxes
|
|
58
|
|
|
55
|
|
||
Current asset retirement obligation
|
|
66
|
|
|
43
|
|
||
Other
|
|
172
|
|
|
141
|
|
||
Total Other current liabilities
|
|
$
|
1,342
|
|
|
$
|
1,373
|
|
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Asset retirement obligation at beginning of year
|
|
$
|
1,835
|
|
|
$
|
2,498
|
|
Liabilities incurred
|
|
51
|
|
|
58
|
|
||
Liabilities divested
|
|
—
|
|
|
(818
|
)
|
||
Liabilities settled
|
|
(52
|
)
|
|
(45
|
)
|
||
Accretion expense
|
|
108
|
|
|
130
|
|
||
Revisions in estimated liabilities
|
|
(10
|
)
|
|
12
|
|
||
Asset retirement obligation at end of year
|
|
1,932
|
|
|
1,835
|
|
||
Less current portion
|
|
(66
|
)
|
|
(43
|
)
|
||
Asset retirement obligation, long-term
|
|
$
|
1,866
|
|
|
$
|
1,792
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
—
|
|
6.9% notes due 2018
(1)
|
|
—
|
|
|
400
|
|
||
7.0% notes due 2018
(2)
|
|
—
|
|
|
150
|
|
||
7.625% notes due 2019
|
|
150
|
|
|
150
|
|
||
3.625% notes due 2021
(3)
|
|
393
|
|
|
493
|
|
||
3.25% notes due 2022
(3)
|
|
687
|
|
|
814
|
|
||
2.625% notes due 2023
(3)
|
|
403
|
|
|
528
|
|
||
7.7% notes due 2026
|
|
79
|
|
|
100
|
|
||
7.95% notes due 2026
|
|
133
|
|
|
180
|
|
||
4.375% notes due 2028
(3)
|
|
1,000
|
|
|
—
|
|
||
7.75% notes due 2029
(4)
|
|
300
|
|
|
300
|
|
||
6.0% notes due 2037
(3)
|
|
800
|
|
|
1,000
|
|
||
5.1% notes due 2040
(3)
|
|
1,499
|
|
|
1,499
|
|
||
5.25% notes due 2042
(3)
|
|
500
|
|
|
500
|
|
||
4.75% notes due 2043
(3)
|
|
1,413
|
|
|
1,413
|
|
||
4.25% notes due 2044
(3)
|
|
753
|
|
|
753
|
|
||
7.375% debentures due 2047
|
|
150
|
|
|
150
|
|
||
7.625% debentures due 2096
|
|
39
|
|
|
150
|
|
||
Debt before unamortized discount and debt issuance costs
|
|
8,299
|
|
|
8,580
|
|
||
Unamortized discount
|
|
(44
|
)
|
|
(47
|
)
|
||
Debt issuance costs
|
|
(51
|
)
|
|
(49
|
)
|
||
Total debt
|
|
8,204
|
|
|
8,484
|
|
||
Current maturities
|
|
(150
|
)
|
|
(550
|
)
|
||
Long-term debt
|
|
$
|
8,054
|
|
|
$
|
7,934
|
|
(1)
|
On September 15, 2018, Apache’s
6.9%
notes due 2018 in original principal amount of
$400 million
matured and were repaid.
|
(2)
|
On February 1, 2018, Apache’s
7.0%
notes due 2018 in original principal amount of
$150 million
matured and were repaid.
|
(3)
|
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.
|
(4)
|
Assumed in August 2017 as permitted by terms of these notes originally issued by a subsidiary and guaranteed by Apache. Since these notes historically have been included in Apache’s long-term debt, the assumption did not change Apache’s long-term debt or total debt.
|
|
(In millions)
|
||
2019
|
$
|
150
|
|
2020
|
—
|
|
|
2021
|
393
|
|
|
2022
|
687
|
|
|
2023
|
403
|
|
|
Thereafter
|
6,666
|
|
|
Total Debt, excluding discounts and debt issuance costs
|
$
|
8,299
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes and debentures
|
|
8,204
|
|
|
7,805
|
|
|
8,484
|
|
|
9,244
|
|
||||
Total Debt
|
|
$
|
8,204
|
|
|
$
|
7,805
|
|
|
$
|
8,484
|
|
|
$
|
9,244
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Interest expense
|
|
$
|
441
|
|
|
$
|
457
|
|
|
$
|
464
|
|
Amortization of debt issuance costs
|
|
9
|
|
|
9
|
|
|
8
|
|
|||
Capitalized interest
|
|
(44
|
)
|
|
(51
|
)
|
|
(48
|
)
|
|||
Loss on extinguishment of debt
|
|
94
|
|
|
1
|
|
|
1
|
|
|||
Interest income
|
|
(22
|
)
|
|
(19
|
)
|
|
(8
|
)
|
|||
Financing costs, net
|
|
$
|
478
|
|
|
$
|
397
|
|
|
$
|
417
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(1
|
)
|
|
$
|
(38
|
)
|
|
$
|
(14
|
)
|
State
|
|
—
|
|
|
(8
|
)
|
|
(30
|
)
|
|||
Foreign
|
|
895
|
|
|
641
|
|
|
435
|
|
|||
|
|
894
|
|
|
595
|
|
|
391
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
(65
|
)
|
|
(1,010
|
)
|
|
(257
|
)
|
|||
State
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
(159
|
)
|
|
(170
|
)
|
|
(576
|
)
|
|||
|
|
(222
|
)
|
|
(1,180
|
)
|
|
(833
|
)
|
|||
Total
|
|
$
|
672
|
|
|
$
|
(585
|
)
|
|
$
|
(442
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Income tax expense (benefit) at U.S. statutory rate
|
|
$
|
201
|
|
|
$
|
321
|
|
|
$
|
(589
|
)
|
State income tax, less federal effect
(1)
|
|
2
|
|
|
(6
|
)
|
|
(19
|
)
|
|||
Taxes related to foreign operations
|
|
436
|
|
|
(105
|
)
|
|
303
|
|
|||
Tax credits
|
|
(13
|
)
|
|
(33
|
)
|
|
(1
|
)
|
|||
Tax on distributed foreign earnings
|
|
—
|
|
|
—
|
|
|
80
|
|
|||
Tax on deemed repatriation of foreign earnings
|
|
103
|
|
|
419
|
|
|
—
|
|
|||
Foreign tax credits
|
|
(336
|
)
|
|
(201
|
)
|
|
(136
|
)
|
|||
Deferred tax on undistributed foreign earnings
|
|
—
|
|
|
(1,872
|
)
|
|
(31
|
)
|
|||
Change in U.K. tax rate
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
|||
Change in U.S. tax rate
|
|
161
|
|
|
516
|
|
|
—
|
|
|||
Net change in tax contingencies
|
|
(2
|
)
|
|
(1
|
)
|
|
(19
|
)
|
|||
Canadian USD functional currency election
|
|
—
|
|
|
—
|
|
|
158
|
|
|||
Sale of Canadian assets
|
|
—
|
|
|
279
|
|
|
—
|
|
|||
Sale of North Sea assets
|
|
(30
|
)
|
|
(48
|
)
|
|
—
|
|
|||
Valuation allowances
(1)
|
|
118
|
|
|
161
|
|
|
10
|
|
|||
All other, net
|
|
32
|
|
|
(15
|
)
|
|
40
|
|
|||
|
|
$
|
672
|
|
|
$
|
(585
|
)
|
|
$
|
(442
|
)
|
(1)
|
The change in state valuation allowance is included as a component of state income tax.
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
||||
Deferred income
|
|
$
|
—
|
|
|
$
|
13
|
|
U.S. and state net operating losses
|
|
1,633
|
|
|
1,230
|
|
||
Capital losses
|
|
636
|
|
|
620
|
|
||
Foreign net operating losses
|
|
—
|
|
|
6
|
|
||
Tax credits and other tax incentives
|
|
39
|
|
|
28
|
|
||
Foreign tax credits
|
|
2,241
|
|
|
2,427
|
|
||
Accrued expenses and liabilities
|
|
117
|
|
|
110
|
|
||
Asset retirement obligation
|
|
649
|
|
|
629
|
|
||
Equity investments
|
|
4
|
|
|
—
|
|
||
Net interest expense limitation
|
|
65
|
|
|
—
|
|
||
Other
|
|
97
|
|
|
42
|
|
||
Total deferred tax assets
|
|
5,481
|
|
|
5,105
|
|
||
Valuation allowance
|
|
(3,947
|
)
|
|
(3,816
|
)
|
||
Net deferred tax assets
|
|
1,534
|
|
|
1,289
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Deferred income
|
|
10
|
|
|
—
|
|
||
Equity investments
|
|
—
|
|
|
18
|
|
||
Investment in Altus Midstream LP
|
|
73
|
|
|
—
|
|
||
Property and equipment
|
|
1,747
|
|
|
1,798
|
|
||
Other
|
|
4
|
|
|
—
|
|
||
Total deferred tax liabilities
|
|
1,834
|
|
|
1,816
|
|
||
Net deferred income tax liability
|
|
$
|
300
|
|
|
$
|
527
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Assets:
|
|
|
|
|
||||
Deferred charges and other
|
|
$
|
91
|
|
|
$
|
18
|
|
Liabilities:
|
|
|
|
|
||||
Deferred income taxes
|
|
391
|
|
|
545
|
|
||
Net deferred income tax liability
|
|
$
|
300
|
|
|
$
|
527
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Balance at beginning of year
|
|
$
|
3,816
|
|
|
$
|
5,401
|
|
|
$
|
5,434
|
|
State
(1)
|
|
15
|
|
|
139
|
|
|
(43
|
)
|
|||
U.S.
|
|
124
|
|
|
905
|
|
|
139
|
|
|||
Foreign
(2)
|
|
(8
|
)
|
|
(2,629
|
)
|
|
(129
|
)
|
|||
Balance at end of year
|
|
$
|
3,947
|
|
|
$
|
3,816
|
|
|
$
|
5,401
|
|
(1)
|
Reported as a component of state income taxes.
|
(2)
|
In 2017, the Company completed the sale of its Canadian assets. As such, except for capital losses incurred on the sale, the deferred tax assets, liabilities, and valuation allowance related to these assets were removed for 2017.
|
|
|
Amount
|
|
Expiration
|
||
|
|
(In millions)
|
|
|
||
Net operating losses:
|
|
|
|
|
||
U.S.
|
|
$
|
5,888
|
|
|
2018 - Indefinite
|
State
|
|
5,664
|
|
|
Various
|
|
|
Amount
|
|
Expiration
|
||
|
|
(In millions)
|
|
|
||
Foreign tax credits
|
|
$
|
2,241
|
|
|
2025-2026
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Balance at beginning of year
|
|
$
|
26
|
|
|
$
|
15
|
|
|
$
|
19
|
|
Additions based on tax positions related to the current year
|
|
—
|
|
|
12
|
|
|
15
|
|
|||
Reductions for tax positions of prior years
|
|
(2
|
)
|
|
(1
|
)
|
|
(19
|
)
|
|||
Balance at end of year
|
|
$
|
24
|
|
|
$
|
26
|
|
|
$
|
15
|
|
|
|
U.S.
|
2014
|
Egypt
|
2005
|
U.K.
|
2017
|
Net Minimum Commitments
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
2024 & Beyond
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Drilling rigs
(1)
|
|
$
|
172
|
|
|
$
|
102
|
|
|
$
|
69
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Purchase obligations
(2)
|
|
2,323
|
|
|
220
|
|
|
427
|
|
|
445
|
|
|
1,231
|
|
|||||
Operating lease obligations
(3)
|
|
220
|
|
|
61
|
|
|
64
|
|
|
53
|
|
|
42
|
|
|||||
Capital lease obligations
(4)
|
|
$
|
40
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
32
|
|
Total Net Minimum Commitments
(5)
|
|
$
|
2,755
|
|
|
$
|
384
|
|
|
$
|
563
|
|
|
$
|
503
|
|
|
$
|
1,305
|
|
(1)
|
Payments associated with the drilling of exploratory wells and development wells net of amounts billed to partners will be capitalized as a component of oil and gas properties, and either depreciated, impaired, or written off as exploration expense.
|
(2)
|
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 take-or-pay contracts, NGL processing agreements, drilling work program commitments, and agreements to secure capacity rights on third-party pipelines. Includes amounts related to firm transportation capacity on the Gulf Coast Express Pipeline Project (GCX Project), expected to be in service in the fourth quarter of 2019, and the Permian Highway Pipeline Project, expected to be in service in the fourth quarter of 2020. 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.
|
(3)
|
Amounts include long-term lease payments for office space, aircraft, supply and standby vessels, land leases, and equipment related to exploration, development, and production activities.
|
(4)
|
This represents the Company’s capital lease obligation related to its Midland, Texas office building. The imputed interest rate necessary to reduce the net minimum lease payments to present value of the lease term is
4.4 percent
or
$16 million
as of December 31, 2018.
|
(5)
|
Excludes purchase commitments for jointly owned fields and facilities for which the Company is not the operator.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at beginning of year
|
|
$
|
216
|
|
|
$
|
27
|
|
|
$
|
202
|
|
|
$
|
26
|
|
|
$
|
202
|
|
|
$
|
26
|
|
Service cost
|
|
4
|
|
|
2
|
|
|
4
|
|
|
2
|
|
|
4
|
|
|
2
|
|
||||||
Interest cost
|
|
5
|
|
|
1
|
|
|
6
|
|
|
1
|
|
|
7
|
|
|
1
|
|
||||||
Foreign currency exchange rates
|
|
(11
|
)
|
|
—
|
|
|
20
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
||||||
Actuarial losses (gains)
|
|
(11
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
1
|
|
|
32
|
|
|
(2
|
)
|
||||||
Plan settlements
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
|
(5
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||||
Retiree contributions
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||||
Projected benefit obligation at end of year
|
|
187
|
|
|
27
|
|
|
216
|
|
|
27
|
|
|
202
|
|
|
26
|
|
||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
|
238
|
|
|
—
|
|
|
206
|
|
|
—
|
|
|
197
|
|
|
—
|
|
||||||
Actual return on plan assets
|
|
(6
|
)
|
|
—
|
|
|
17
|
|
|
—
|
|
|
46
|
|
|
—
|
|
||||||
Foreign currency exchange rates
|
|
(13
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
||||||
Employer contributions
|
|
5
|
|
|
2
|
|
|
5
|
|
|
3
|
|
|
6
|
|
|
1
|
|
||||||
Plan settlements
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
|
(5
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||||
Retiree contributions
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||||
Fair value of plan assets at end of year
|
|
208
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
206
|
|
|
—
|
|
||||||
Funded status at end of year
|
|
$
|
21
|
|
|
$
|
(27
|
)
|
|
$
|
22
|
|
|
$
|
(27
|
)
|
|
$
|
4
|
|
|
$
|
(26
|
)
|
Amounts recognized in Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liability
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Non-current asset (liability)
|
|
21
|
|
|
(25
|
)
|
|
22
|
|
|
(25
|
)
|
|
4
|
|
|
(24
|
)
|
||||||
|
|
$
|
21
|
|
|
$
|
(27
|
)
|
|
$
|
22
|
|
|
$
|
(27
|
)
|
|
$
|
4
|
|
|
$
|
(26
|
)
|
Pre-tax Amounts Recognized in Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated gain (loss)
|
|
$
|
(13
|
)
|
|
$
|
10
|
|
|
$
|
(11
|
)
|
|
$
|
8
|
|
|
$
|
(25
|
)
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted Average Assumptions used as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
2.90
|
%
|
|
4.13
|
%
|
|
2.60
|
%
|
|
3.44
|
%
|
|
2.70
|
%
|
|
3.76
|
%
|
||||||
Salary increases
|
|
4.70
|
%
|
|
N/A
|
|
|
4.70
|
%
|
|
N/A
|
|
|
4.80
|
%
|
|
N/A
|
|
||||||
Expected return on assets
|
|
2.80
|
%
|
|
N/A
|
|
|
2.90
|
%
|
|
N/A
|
|
|
3.40
|
%
|
|
N/A
|
|
||||||
Healthcare cost trend
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Initial
|
|
N/A
|
|
|
6.50
|
%
|
|
N/A
|
|
|
6.75
|
%
|
|
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
|
|||||
|
|
2018
|
|
2018
|
|
2017
|
|||
Asset Category
|
|
|
|
|
|
|
|||
Equity securities:
|
|
|
|
|
|
|
|||
Overseas quoted equities
|
|
22
|
%
|
|
22
|
%
|
|
26
|
%
|
Total equity securities
|
|
22
|
%
|
|
22
|
%
|
|
26
|
%
|
Debt securities:
|
|
|
|
|
|
|
|||
U.K. Government bonds
|
|
62
|
%
|
|
62
|
%
|
|
58
|
%
|
U.K. corporate bonds
|
|
16
|
%
|
|
15
|
%
|
|
14
|
%
|
Debt securities
|
|
78
|
%
|
|
77
|
%
|
|
72
|
%
|
Cash
|
|
—
|
|
|
1
|
%
|
|
2
|
%
|
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, 2018
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Overseas quoted equities
(1)
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
Total equity securities
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.K. Government bonds
(2)
|
|
129
|
|
|
—
|
|
|
—
|
|
|
129
|
|
||||
U.K. corporate bonds
(3)
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||
Total debt securities
|
|
161
|
|
|
—
|
|
|
—
|
|
|
161
|
|
||||
Cash
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Fair value of plan assets
|
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Overseas quoted equities
(1)
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61
|
|
Total equity securities
|
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
U.K. Government bonds
(2)
|
|
138
|
|
|
—
|
|
|
—
|
|
|
138
|
|
||||
U.K. corporate bonds
(3)
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||
Total debt securities
|
|
171
|
|
|
—
|
|
|
—
|
|
|
171
|
|
||||
Cash
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Fair value of plan assets
|
|
$
|
238
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
238
|
|
(1)
|
This category includes overseas equities, which comprises
20 percent
passive global equities benchmarked against the MSCI World (NDR) Index,
25 percent
passive global equities (hedged) benchmarked against the MSCI World (NDR) Hedged Index,
20 percent
fundamental indexation global equities benchmarked against the FTSE RAFI Developed 1000 index,
25 percent
fundamental indexation global equities (hedged) benchmarked against the FTSE RAFI Developed 1000 Hedge Index, and
10 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.
|
(2)
|
This category includes U.K. Government bonds, which comprises
61 percent
index-linked gilts benchmarked against the FTSE Actuaries Government Securities Index-Linked Over
5
Years Index,
8 percent
sterling nominal LDI bonds, and
31 percent
sterling inflation linked LDI bonds, both benchmarked against ILIM Custom Benchmark index.
|
(3)
|
This category comprises U.K. corporate bonds benchmarked against the BofAML Sterling Corporate & Collaterlised (excluding Subordinated) Index.
|
(4)
|
This category comprises U.K. passive equities, which are benchmarked against the FTSE 350 Index.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
2
|
|
Interest cost
|
|
5
|
|
|
1
|
|
|
6
|
|
|
1
|
|
|
7
|
|
|
1
|
|
||||||
Expected return on assets
|
|
(7
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||
Amortization of actuarial (gain) loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
||||||
Settlement loss
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
2
|
|
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
2.60
|
%
|
|
3.44
|
%
|
|
2.70
|
%
|
|
3.76
|
%
|
|
3.90
|
%
|
|
3.95
|
%
|
||||||
Salary increases
|
|
4.70
|
%
|
|
N/A
|
|
|
4.80
|
%
|
|
N/A
|
|
|
4.60
|
%
|
|
N/A
|
|
||||||
Expected return on assets
|
|
2.90
|
%
|
|
N/A
|
|
|
3.40
|
%
|
|
N/A
|
|
|
4.10
|
%
|
|
N/A
|
|
||||||
Healthcare cost trend
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Initial
|
|
N/A
|
|
|
6.75
|
%
|
|
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)
|
||||||
2019
|
|
$
|
4
|
|
|
$
|
2
|
|
2020
|
|
4
|
|
|
2
|
|
||
2021
|
|
8
|
|
|
2
|
|
||
2022
|
|
4
|
|
|
2
|
|
||
2023
|
|
4
|
|
|
2
|
|
||
Years 2024-2028
|
|
23
|
|
|
8
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Balance, beginning of year
|
|
380,954,864
|
|
|
379,439,676
|
|
|
378,034,175
|
|
Shares issued for stock-based compensation plans:
|
|
|
|
|
|
|
|||
Treasury shares issued
|
|
2,454
|
|
|
1,411
|
|
|
11,504
|
|
Common shares issued
|
|
1,566,237
|
|
|
1,513,777
|
|
|
1,393,997
|
|
Treasury shares acquired
|
|
(7,827,333
|
)
|
|
—
|
|
|
—
|
|
Balance, end of year
|
|
374,696,222
|
|
|
380,954,864
|
|
|
379,439,676
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
|
|
Income
|
|
Shares
|
|
Per Share
|
|
Income
|
|
Shares
|
|
Per Share
|
|
Loss
|
|
Shares
|
|
Per Share
|
|||||||||||||||
|
|
(In millions, except per share amounts)
|
|||||||||||||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) from continuing operations
|
|
$
|
40
|
|
|
382
|
|
|
$
|
0.11
|
|
|
$
|
1,304
|
|
|
381
|
|
|
$
|
3.42
|
|
|
$
|
(1,372
|
)
|
|
379
|
|
|
$
|
(3.62
|
)
|
Income (loss) from discontinued operations
|
|
—
|
|
|
382
|
|
|
—
|
|
|
—
|
|
|
381
|
|
|
—
|
|
|
(33
|
)
|
|
379
|
|
|
(0.09
|
)
|
||||||
Income (loss) attributable to common stock
|
|
$
|
40
|
|
|
382
|
|
|
$
|
0.11
|
|
|
$
|
1,304
|
|
|
381
|
|
|
$
|
3.42
|
|
|
$
|
(1,405
|
)
|
|
379
|
|
|
$
|
(3.71
|
)
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock options and other
|
|
$
|
—
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) from continuing operations
|
|
$
|
40
|
|
|
384
|
|
|
$
|
0.11
|
|
|
$
|
1,304
|
|
|
383
|
|
|
$
|
3.41
|
|
|
$
|
(1,372
|
)
|
|
379
|
|
|
$
|
(3.62
|
)
|
Income (loss) from discontinued operations
|
|
—
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
(33
|
)
|
|
379
|
|
|
(0.09
|
)
|
||||||
Income (loss) attributable to common stock
|
|
$
|
40
|
|
|
384
|
|
|
$
|
0.11
|
|
|
$
|
1,304
|
|
|
383
|
|
|
$
|
3.41
|
|
|
$
|
(1,405
|
)
|
|
379
|
|
|
$
|
(3.71
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Stock-settled and cash-settled compensation expensed
|
|
$
|
157
|
|
|
$
|
142
|
|
|
$
|
131
|
|
Stock-settled and cash-settled compensation capitalized
|
|
37
|
|
|
41
|
|
|
40
|
|
|||
Total stock-settled and cash-settled compensation costs
|
|
$
|
194
|
|
|
$
|
183
|
|
|
$
|
171
|
|
|
|
2018
|
|||||
|
|
Shares
Under Option
|
|
Weighted Average
Exercise Price
|
|||
|
|
(In thousands)
|
|
|
|||
Outstanding, beginning of year
|
|
4,593
|
|
|
$
|
83.36
|
|
Granted
|
|
812
|
|
|
45.93
|
|
|
Exercised
|
|
(29
|
)
|
|
41.79
|
|
|
Forfeited
|
|
(121
|
)
|
|
74.58
|
|
|
Expired
|
|
(383
|
)
|
|
104.21
|
|
|
Outstanding, end of year
(1)
|
|
4,872
|
|
|
75.95
|
|
|
Expected to vest
(2)
|
|
1,274
|
|
|
48.74
|
|
|
Exercisable, end of year
(3)
|
|
3,598
|
|
|
85.59
|
|
(1)
|
As of
December 31, 2018
, options outstanding had a weighted average remaining contractual life of
4.8
years and
no
intrinsic value.
|
(2)
|
As of
December 31, 2018
, options expected to vest had a weighted average remaining contractual life of
8.5
years and
no
intrinsic value.
|
(3)
|
As of
December 31, 2018
, options exercisable had a weighted average remaining contractual life of
3.5
years and
no
intrinsic value.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Expected volatility
|
|
33.47
|
%
|
|
34.58
|
%
|
|
32.72
|
%
|
|||
Expected dividend yields
|
|
2.16
|
%
|
|
1.58
|
%
|
|
2.42
|
%
|
|||
Expected term (in years)
|
|
6
|
|
|
6
|
|
|
6
|
|
|||
Risk-free rate
|
|
2.42
|
%
|
|
2.02
|
%
|
|
1.44
|
%
|
|||
Weighted-average grant-date fair value
|
|
$
|
13.15
|
|
|
$
|
19.38
|
|
|
$
|
10.38
|
|
Stock-settled Restricted Stocks Units
|
|
Shares
|
|
Weighted-
Average Grant-
Date Fair Value
|
|||
|
|
(In thousands)
|
|
|
|||
Non-vested at January 1, 2018
|
|
4,920
|
|
|
$
|
56.67
|
|
Granted
|
|
608
|
|
|
45.59
|
|
|
Vested
|
|
(2,023
|
)
|
|
55.10
|
|
|
Forfeited
|
|
(352
|
)
|
|
56.69
|
|
|
Non-vested at December 31, 2018
|
|
3,153
|
|
|
55.54
|
|
Cash-settled Restricted Stock Phantom Units
|
|
Phantom Units
|
|
|
|
(In thousands)
|
|
Non-vested at January 1, 2018
|
|
59
|
|
Granted
|
|
1,973
|
|
Vested
|
|
(38
|
)
|
Forfeited
|
|
(176
|
)
|
Non-vested at December 31, 2018
|
|
1,818
|
|
•
|
In February 2015, the Company’s Board of Directors approved the 2015 Performance Program, pursuant to the 2011 Plan. Eligible employees received initial stock-settled conditional restricted stock unit awards totaling
602,304
units. The results for the performance period ending December 31, 2017, yielded a payout of
100 percent
of target. A total of
179,229
units were outstanding as of
December 31, 2018
.
|
•
|
In January 2016, the Company’s Board of Directors approved the 2016 Performance Program, pursuant to the 2011 Plan. Eligible employees received initial stock-settled conditional restricted stock unit awards totaling
871,369
. The results for the performance period ending December 31, 2018, yielded a payout of
100 percent
of target. A total of
667,617
units were outstanding as of
December 31, 2018
.
|
•
|
In January 2017, the Company’s Board of Directors approved the 2017 Performance Program, pursuant to the 2016 Plan. Eligible employees received initial stock-settled conditional restricted stock unit awards totaling
620,885
units. The actual amount of shares awarded will be between
zero
and
200 percent
of target. A total of
499,795
units were outstanding as of
December 31, 2018
, from which a minimum of
zero
to a maximum of
999,590
units could be awarded.
|
•
|
In January 2018, the Company’s Board of Directors approved the 2018 Performance Program, pursuant to the 2016 Plan. Eligible employees received initial cash-settled conditional phantom units totaling
931,049
units during 2018. A total of
890,171
phantom units were outstanding as of December 31, 2018, from which a minimum of
zero
to a maximum of
1,780,342
phantom units could be awarded.
|
Stock-settled Conditional Restricted Stock Units
|
|
Shares
|
|
Weighted
Average Grant-
Date Fair
Value
(1)
|
|||
|
|
(In thousands)
|
|
|
|||
Non-vested at January 1, 2018
|
|
1,694
|
|
|
$
|
52.39
|
|
Granted
|
|
19
|
|
|
34.78
|
|
|
Vested
|
|
(193
|
)
|
|
66.63
|
|
|
Forfeited
|
|
(173
|
)
|
|
48.01
|
|
|
Non-vested at December 31, 2018
|
|
1,347
|
|
|
50.68
|
|
(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.
|
Cash-settled Conditional Restricted Stock Phantom Units
|
|
Phantom Units
|
|
|
|
(In thousands)
|
|
Non-vested at January 1, 2018
|
|
—
|
|
Granted
|
|
931
|
|
Vested
|
|
—
|
|
Forfeited
|
|
(41
|
)
|
Non-vested at December 31, 2018
|
|
890
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Currency translation adjustment
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(109
|
)
|
Pension and postretirement benefit plan (Note 10)
|
|
4
|
|
|
4
|
|
|
(3
|
)
|
|||
Accumulated other comprehensive income (loss)
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
(112
|
)
|
(1)
|
Currency translation adjustments resulting from translating Apache’s 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 loss. This currency translation loss was recognized as a reduction of the net gain on divestiture during the third quarter of 2017 in connection with the Canada divestitures. For more information regarding these divestitures, please refer to Note 2—Acquisitions and Divestitures.
|
|
|
For the Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
BP plc
|
|
17
|
%
|
|
12
|
%
|
|
9
|
%
|
China Petroleum & Chemical Corporation (Sinopec)
|
|
15
|
%
|
|
16
|
%
|
|
21
|
%
|
Egyptian General Petroleum Corporation
|
|
10
|
%
|
|
11
|
%
|
|
12
|
%
|
|
|
Egypt
(2)
|
|
North Sea
|
|
U.S.
|
|
Altus Midstream
|
|
Intersegment Eliminations & Other
|
|
Total
(1)
|
||||||||||||
|
|
Upstream
|
|
|
|
|||||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil revenues
|
|
$
|
2,396
|
|
|
$
|
1,179
|
|
|
$
|
2,271
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,846
|
|
Natural gas revenues
|
|
339
|
|
|
122
|
|
|
458
|
|
|
—
|
|
|
—
|
|
|
919
|
|
||||||
Natural gas liquids revenues
|
|
13
|
|
|
20
|
|
|
550
|
|
|
—
|
|
|
—
|
|
|
583
|
|
||||||
Oil and gas production revenues
|
|
2,748
|
|
|
1,321
|
|
|
3,279
|
|
|
—
|
|
|
—
|
|
|
7,348
|
|
||||||
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
(77
|
)
|
|
—
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease operating expenses
|
|
428
|
|
|
341
|
|
|
670
|
|
|
—
|
|
|
—
|
|
|
1,439
|
|
||||||
Gathering, transmission, and processing
|
|
47
|
|
|
42
|
|
|
282
|
|
|
54
|
|
|
(77
|
)
|
|
348
|
|
||||||
Taxes other than income
|
|
—
|
|
|
—
|
|
|
207
|
|
|
8
|
|
|
—
|
|
|
215
|
|
||||||
Exploration
|
|
88
|
|
|
192
|
|
|
219
|
|
|
—
|
|
|
4
|
|
|
503
|
|
||||||
Depreciation, depletion, and amortization
|
|
745
|
|
|
375
|
|
|
1,266
|
|
|
19
|
|
|
—
|
|
|
2,405
|
|
||||||
Asset retirement obligation accretion
|
|
—
|
|
|
75
|
|
|
32
|
|
|
1
|
|
|
—
|
|
|
108
|
|
||||||
Impairments
|
|
63
|
|
|
10
|
|
|
438
|
|
|
—
|
|
|
—
|
|
|
511
|
|
||||||
|
|
1,371
|
|
|
1,035
|
|
|
3,114
|
|
|
82
|
|
|
(73
|
)
|
|
5,529
|
|
||||||
Operating Income (Loss)
|
|
$
|
1,377
|
|
|
$
|
286
|
|
|
$
|
165
|
|
|
$
|
(5
|
)
|
|
$
|
(4
|
)
|
|
1,819
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|||||||||||
Derivative instrument gains (losses), net
|
|
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|||||||||||
Other
(3)
|
|
|
|
|
|
|
|
|
|
|
|
70
|
|
|||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(431
|
)
|
|||||||||||
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(28
|
)
|
|||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(478
|
)
|
|||||||||||
Income Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
958
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Property and Equipment
|
|
$
|
2,856
|
|
|
$
|
2,148
|
|
|
$
|
12,145
|
|
|
$
|
1,227
|
|
|
$
|
45
|
|
|
$
|
18,421
|
|
Total Assets
|
|
$
|
4,260
|
|
|
$
|
2,456
|
|
|
$
|
12,962
|
|
|
$
|
1,857
|
|
|
$
|
47
|
|
|
$
|
21,582
|
|
Additions to Net Property and Equipment
|
|
$
|
594
|
|
|
$
|
223
|
|
|
$
|
2,544
|
|
|
$
|
545
|
|
|
$
|
8
|
|
|
$
|
3,914
|
|
|
|
Egypt
|
|
North Sea
|
|
Canada
(4)
|
|
U.S.
|
|
Altus Midstream
|
|
Intersegment Eliminations & Other
|
|
Total
(1)
|
||||||||||||||
|
|
Upstream
|
|
|
|
|||||||||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil revenues
|
|
$
|
1,901
|
|
|
$
|
971
|
|
|
$
|
110
|
|
|
$
|
1,616
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,598
|
|
Natural gas revenues
|
|
395
|
|
|
92
|
|
|
104
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
959
|
|
|||||||
Natural gas liquids revenues
|
|
11
|
|
|
15
|
|
|
17
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|||||||
Oil and gas production revenues
|
|
2,307
|
|
|
1,078
|
|
|
231
|
|
|
2,271
|
|
|
—
|
|
|
—
|
|
|
5,887
|
|
|||||||
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
—
|
|
|||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Lease operating expenses
|
|
362
|
|
|
335
|
|
|
103
|
|
|
584
|
|
|
—
|
|
|
—
|
|
|
1,384
|
|
|||||||
Gathering, transmission, and processing
|
|
44
|
|
|
30
|
|
|
34
|
|
|
86
|
|
|
16
|
|
|
(15
|
)
|
|
195
|
|
|||||||
Taxes other than income
|
|
—
|
|
|
(14
|
)
|
|
12
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
151
|
|
|||||||
Exploration
|
|
62
|
|
|
86
|
|
|
11
|
|
|
363
|
|
|
—
|
|
|
27
|
|
|
549
|
|
|||||||
Depreciation, depletion, and amortization
|
|
758
|
|
|
446
|
|
|
76
|
|
|
994
|
|
|
6
|
|
|
—
|
|
|
2,280
|
|
|||||||
Asset retirement obligation accretion
|
|
—
|
|
|
72
|
|
|
27
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|||||||
Impairments
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
|
|
1,226
|
|
|
963
|
|
|
263
|
|
|
2,211
|
|
|
22
|
|
|
12
|
|
|
4,697
|
|
|||||||
Operating Income (Loss)
|
|
$
|
1,081
|
|
|
$
|
115
|
|
|
$
|
(32
|
)
|
|
$
|
60
|
|
|
$
|
(7
|
)
|
|
$
|
(27
|
)
|
|
1,190
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on divestitures, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
627
|
|
|||||||||||||
Derivative instrument gains (losses), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(135
|
)
|
|||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|||||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(395
|
)
|
|||||||||||||
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|||||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(397
|
)
|
|||||||||||||
Income Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
918
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Property and Equipment
|
|
$
|
3,099
|
|
|
$
|
2,553
|
|
|
$
|
—
|
|
|
$
|
11,370
|
|
|
$
|
700
|
|
|
$
|
37
|
|
|
$
|
17,759
|
|
Total Assets
|
|
$
|
4,658
|
|
|
$
|
2,977
|
|
|
$
|
—
|
|
|
$
|
13,522
|
|
|
$
|
706
|
|
|
$
|
59
|
|
|
$
|
21,922
|
|
Additions to Net Property and Equipment
|
|
$
|
517
|
|
|
$
|
374
|
|
|
$
|
—
|
|
|
$
|
1,847
|
|
|
$
|
550
|
|
|
$
|
14
|
|
|
$
|
3,302
|
|
|
|
Egypt
|
|
North Sea
|
|
Canada
(4)
|
|
U.S.
|
|
Altus Midstream
|
|
Intersegment Eliminations & Other
|
|
Total
(1)
|
||||||||||||||
|
|
Upstream
|
|
|
|
|||||||||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil revenues
|
|
$
|
1,657
|
|
|
$
|
836
|
|
|
$
|
180
|
|
|
$
|
1,499
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,172
|
|
Natural gas revenues
|
|
389
|
|
|
118
|
|
|
146
|
|
|
314
|
|
|
—
|
|
|
—
|
|
|
967
|
|
|||||||
Natural gas liquids revenues
|
|
11
|
|
|
16
|
|
|
17
|
|
|
184
|
|
|
—
|
|
|
—
|
|
|
228
|
|
|||||||
Oil and gas production revenues
|
|
2,057
|
|
|
970
|
|
|
343
|
|
|
1,997
|
|
|
—
|
|
|
—
|
|
|
5,367
|
|
|||||||
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Lease operating expenses
|
|
446
|
|
|
314
|
|
|
181
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|
1,494
|
|
|||||||
Gathering, transmission, and processing
|
|
44
|
|
|
8
|
|
|
68
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|||||||
Taxes other than income
|
|
—
|
|
|
(33
|
)
|
|
20
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||||
Exploration
|
|
48
|
|
|
37
|
|
|
88
|
|
|
285
|
|
|
—
|
|
|
15
|
|
|
473
|
|
|||||||
Depreciation, depletion, and amortization
|
|
778
|
|
|
519
|
|
|
183
|
|
|
1,138
|
|
|
—
|
|
|
—
|
|
|
2,618
|
|
|||||||
Asset retirement obligation accretion
|
|
—
|
|
|
75
|
|
|
47
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|||||||
Impairments
|
|
1
|
|
|
655
|
|
|
367
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
1,103
|
|
|||||||
|
|
1,317
|
|
|
1,575
|
|
|
954
|
|
|
2,309
|
|
|
—
|
|
|
15
|
|
|
6,170
|
|
|||||||
Operating Income (Loss)
|
|
$
|
740
|
|
|
$
|
(605
|
)
|
|
$
|
(611
|
)
|
|
$
|
(312
|
)
|
|
$
|
—
|
|
|
$
|
(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
|
|
$
|
3,362
|
|
|
$
|
2,834
|
|
|
$
|
1,464
|
|
|
$
|
11,012
|
|
|
$
|
156
|
|
|
$
|
39
|
|
|
$
|
18,867
|
|
Total Assets
|
|
$
|
4,893
|
|
|
$
|
3,584
|
|
|
$
|
1,591
|
|
|
$
|
12,247
|
|
|
$
|
156
|
|
|
$
|
48
|
|
|
$
|
22,519
|
|
Additions to Net Property and Equipment
|
|
$
|
459
|
|
|
$
|
260
|
|
|
$
|
34
|
|
|
$
|
770
|
|
|
$
|
156
|
|
|
$
|
2
|
|
|
$
|
1,681
|
|
(1)
|
Includes a noncontrolling interest in Egypt for years 2018, 2017, and 2016, and Altus for the year 2018.
|
(2)
|
Includes revenue from non-customers of
$592 million
,
$58 million
, and
$2 million
for oil, natural gas, and natural gas liquids, respectively, for the year ended 2018.
|
(3)
|
Included in Other are sales proceeds related to U.S. third-party purchased oil and gas totaling
$357 million
for the year ended 2018, which is determined to be revenue from customers.
|
(4)
|
During 2017, Apache completed the sale of its Canadian operations. For more information regarding this divestiture, please refer to Note 2—Acquisitions and Divestitures.
|
|
|
United
States
|
|
Canada
(3)
|
|
Egypt
(4)
|
|
North Sea
|
|
Other
International
|
|
Total
(4)
|
||||||||||||
|
|
(In millions, except per boe)
|
||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas production revenues
|
|
$
|
3,279
|
|
|
$
|
—
|
|
|
$
|
2,748
|
|
|
$
|
1,321
|
|
|
$
|
—
|
|
|
$
|
7,348
|
|
Operating cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation, depletion, and amortization
(1)
|
|
1,206
|
|
|
—
|
|
|
688
|
|
|
371
|
|
|
—
|
|
|
2,265
|
|
||||||
Asset retirement obligation accretion
|
|
32
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
107
|
|
||||||
Lease operating expenses
|
|
670
|
|
|
—
|
|
|
428
|
|
|
341
|
|
|
—
|
|
|
1,439
|
|
||||||
Gathering, transmission, and processing
|
|
282
|
|
|
—
|
|
|
47
|
|
|
42
|
|
|
—
|
|
|
371
|
|
||||||
Exploration expenses
|
|
219
|
|
|
—
|
|
|
88
|
|
|
192
|
|
|
4
|
|
|
503
|
|
||||||
Impairments related to oil and gas properties
|
|
265
|
|
|
—
|
|
|
63
|
|
|
10
|
|
|
—
|
|
|
338
|
|
||||||
Production taxes
(2)
|
|
203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203
|
|
||||||
Income tax
|
|
87
|
|
|
—
|
|
|
645
|
|
|
116
|
|
|
—
|
|
|
848
|
|
||||||
|
|
2,964
|
|
|
—
|
|
|
1,959
|
|
|
1,147
|
|
|
4
|
|
|
6,074
|
|
||||||
Results of operation
|
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
789
|
|
|
$
|
174
|
|
|
$
|
(4
|
)
|
|
$
|
1,274
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and gas production revenues
|
|
$
|
2,271
|
|
|
$
|
231
|
|
|
$
|
2,307
|
|
|
$
|
1,078
|
|
|
$
|
—
|
|
|
$
|
5,887
|
|
Operating cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation, depletion, and amortization
(1)
|
|
924
|
|
|
72
|
|
|
707
|
|
|
433
|
|
|
—
|
|
|
2,136
|
|
||||||
Asset retirement obligation accretion
|
|
31
|
|
|
27
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
130
|
|
||||||
Lease operating expenses
|
|
584
|
|
|
103
|
|
|
362
|
|
|
335
|
|
|
—
|
|
|
1,384
|
|
||||||
Gathering, transmission, and processing
|
|
86
|
|
|
34
|
|
|
44
|
|
|
30
|
|
|
—
|
|
|
194
|
|
||||||
Exploration expenses
|
|
363
|
|
|
11
|
|
|
62
|
|
|
86
|
|
|
27
|
|
|
549
|
|
||||||
Production taxes
(2)
|
|
153
|
|
|
11
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
150
|
|
||||||
Income tax
|
|
45
|
|
|
(7
|
)
|
|
509
|
|
|
54
|
|
|
—
|
|
|
601
|
|
||||||
|
|
2,186
|
|
|
251
|
|
|
1,684
|
|
|
996
|
|
|
27
|
|
|
5,144
|
|
||||||
Results of operation
|
|
$
|
85
|
|
|
$
|
(20
|
)
|
|
$
|
623
|
|
|
$
|
82
|
|
|
$
|
(27
|
)
|
|
$
|
743
|
|
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, transmission, and processing
|
|
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
|
)
|
(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 14—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 14—Business Segment Information.
|
(3)
|
During the third quarter of 2017, Apache completed the sale of its Canadian operations. For more information regarding this divestiture, please refer to Note 2—Acquisitions and Divestitures
|
(4)
|
Includes noncontrolling interest in Egypt.
|
|
|
United
States
|
|
Canada
|
|
Egypt
(2)
|
|
North Sea
|
|
Other
International
|
|
Total
(2)
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proved
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Unproved
|
|
111
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
127
|
|
||||||
Exploration
|
|
640
|
|
|
—
|
|
|
175
|
|
|
113
|
|
|
12
|
|
|
940
|
|
||||||
Development
|
|
1,791
|
|
|
—
|
|
|
457
|
|
|
133
|
|
|
—
|
|
|
2,381
|
|
||||||
Costs incurred
(1)
|
|
$
|
2,542
|
|
|
$
|
—
|
|
|
$
|
654
|
|
|
$
|
246
|
|
|
$
|
12
|
|
|
$
|
3,454
|
|
(1)
Includes capitalized interest and asset retirement costs as follows:
|
|
|
|
|
|
|||||||||||||||||||
Capitalized interest
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
36
|
|
Asset retirement costs
|
|
93
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
31
|
|
||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proved
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Unproved
|
|
136
|
|
|
5
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
181
|
|
||||||
Exploration
|
|
602
|
|
|
11
|
|
|
122
|
|
|
131
|
|
|
25
|
|
|
891
|
|
||||||
Development
|
|
1,118
|
|
|
52
|
|
|
387
|
|
|
250
|
|
|
—
|
|
|
1,807
|
|
||||||
Costs incurred
(1)
|
|
$
|
1,859
|
|
|
$
|
68
|
|
|
$
|
553
|
|
|
$
|
381
|
|
|
$
|
25
|
|
|
$
|
2,886
|
|
(1)
Includes capitalized interest and asset retirement costs as follows:
|
|
|
|
|||||||||||||||||||||
Capitalized interest
|
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
44
|
|
Asset retirement costs
|
|
15
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
70
|
|
||||||
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
|
)
|
||||||
(2)
Includes a noncontrolling interest in Egypt.
|
|
|
United
States
|
|
Egypt
(1)
|
|
North
Sea
|
|
Other
International
|
|
Total
(1)
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proved properties
|
|
$
|
22,699
|
|
|
$
|
11,184
|
|
|
$
|
8,462
|
|
|
$
|
—
|
|
|
$
|
42,345
|
|
Unproved properties
|
|
1,275
|
|
|
110
|
|
|
5
|
|
|
45
|
|
|
1,435
|
|
|||||
|
|
23,974
|
|
|
11,294
|
|
|
8,467
|
|
|
45
|
|
|
43,780
|
|
|||||
Accumulated DD&A
|
|
(12,217
|
)
|
|
(8,736
|
)
|
|
(6,332
|
)
|
|
—
|
|
|
(27,285
|
)
|
|||||
|
|
$
|
11,757
|
|
|
$
|
2,558
|
|
|
$
|
2,135
|
|
|
$
|
45
|
|
|
$
|
16,495
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proved properties
|
|
$
|
20,408
|
|
|
$
|
10,590
|
|
|
$
|
8,199
|
|
|
$
|
—
|
|
|
$
|
39,197
|
|
Unproved properties
|
|
1,312
|
|
|
137
|
|
|
297
|
|
|
37
|
|
|
1,783
|
|
|||||
|
|
21,720
|
|
|
10,727
|
|
|
8,496
|
|
|
37
|
|
|
40,980
|
|
|||||
Accumulated DD&A
|
|
(10,766
|
)
|
|
(7,985
|
)
|
|
(5,960
|
)
|
|
—
|
|
|
(24,711
|
)
|
|||||
|
|
$
|
10,954
|
|
|
$
|
2,742
|
|
|
$
|
2,536
|
|
|
$
|
37
|
|
|
$
|
16,269
|
|
(1)
Includes a noncontrolling interest in Egypt.
|
|
|
|
|
|
|
Crude Oil and Condensate
|
|||||||||||||
|
|
(Thousands of barrels)
|
|||||||||||||
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
North
Sea
|
|
Total
(1)
|
|||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
December 31, 2017
|
|
304,279
|
|
|
—
|
|
|
124,568
|
|
|
92,598
|
|
|
521,445
|
|
December 31, 2018
|
|
300,484
|
|
|
—
|
|
|
110,014
|
|
|
104,491
|
|
|
514,989
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
December 31, 2017
|
|
31,904
|
|
|
—
|
|
|
16,198
|
|
|
14,013
|
|
|
62,115
|
|
December 31, 2018
|
|
45,182
|
|
|
—
|
|
|
9,484
|
|
|
11,278
|
|
|
65,944
|
|
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
Purchases 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
|
)
|
Sales of minerals in-place
|
|
(67
|
)
|
|
(2,062
|
)
|
|
—
|
|
|
—
|
|
|
(2,129
|
)
|
Balance December 31, 2016
|
|
321,988
|
|
|
59,414
|
|
|
158,958
|
|
|
101,922
|
|
|
642,282
|
|
Extensions, discoveries and other additions
|
|
48,391
|
|
|
14,025
|
|
|
27,140
|
|
|
16,023
|
|
|
105,579
|
|
Purchases of minerals in-place
|
|
46
|
|
|
375
|
|
|
—
|
|
|
—
|
|
|
421
|
|
Revisions of previous estimates
|
|
825
|
|
|
1,829
|
|
|
(9,839
|
)
|
|
6,510
|
|
|
(675
|
)
|
Production
|
|
(33,394
|
)
|
|
(2,425
|
)
|
|
(35,493
|
)
|
|
(17,844
|
)
|
|
(89,156
|
)
|
Sales of minerals in-place
|
|
(1,673
|
)
|
|
(73,218
|
)
|
|
—
|
|
|
—
|
|
|
(74,891
|
)
|
Balance December 31, 2017
|
|
336,183
|
|
|
—
|
|
|
140,766
|
|
|
106,611
|
|
|
583,560
|
|
Extensions, discoveries and other additions
|
|
61,976
|
|
|
—
|
|
|
22,473
|
|
|
15,682
|
|
|
100,131
|
|
Purchases of minerals in-place
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
Revisions of previous estimates
|
|
(14,334
|
)
|
|
—
|
|
|
(9,556
|
)
|
|
10,613
|
|
|
(13,277
|
)
|
Production
|
|
(38,252
|
)
|
|
—
|
|
|
(34,185
|
)
|
|
(17,137
|
)
|
|
(89,574
|
)
|
Sales of minerals in-place
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
Balance December 31, 2018
|
|
345,666
|
|
|
—
|
|
|
119,498
|
|
|
115,769
|
|
|
580,933
|
|
(1)
|
2018
,
2017
,
2016
, and
2015
includes proved reserves of
40
MMbbls,
47
MMbbls,
53
MMbbls, and
54
MMbbls, respectively, attributable to a noncontrolling interest in Egypt.
|
|
|
Natural Gas Liquids
|
|||||||||||||
|
|
(Thousands of barrels)
|
|||||||||||||
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
North
Sea
|
|
Total
(1)
|
|||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
December 31, 2017
|
|
171,005
|
|
|
—
|
|
|
685
|
|
|
2,025
|
|
|
173,715
|
|
December 31, 2018
|
|
197,574
|
|
|
—
|
|
|
502
|
|
|
1,938
|
|
|
200,014
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2015
|
|
24,939
|
|
|
4,839
|
|
|
78
|
|
|
295
|
|
|
30,151
|
|
December 31, 2016
|
|
17,311
|
|
|
2,473
|
|
|
131
|
|
|
646
|
|
|
20,561
|
|
December 31, 2017
|
|
29,559
|
|
|
—
|
|
|
39
|
|
|
353
|
|
|
29,951
|
|
December 31, 2018
|
|
33,796
|
|
|
—
|
|
|
60
|
|
|
631
|
|
|
34,487
|
|
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
Purchases 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
|
)
|
Sales of minerals in-place
|
|
(9
|
)
|
|
(1,048
|
)
|
|
—
|
|
|
—
|
|
|
(1,057
|
)
|
Balance December 31, 2016
|
|
172,435
|
|
|
16,339
|
|
|
1,397
|
|
|
2,273
|
|
|
192,444
|
|
Extensions, discoveries and other additions
|
|
33,806
|
|
|
1,794
|
|
|
50
|
|
|
845
|
|
|
36,495
|
|
Purchases of minerals in-place
|
|
206
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
405
|
|
Revisions of previous estimates
|
|
12,982
|
|
|
(1,060
|
)
|
|
(425
|
)
|
|
(321
|
)
|
|
11,176
|
|
Production
|
|
(17,766
|
)
|
|
(1,032
|
)
|
|
(298
|
)
|
|
(419
|
)
|
|
(19,515
|
)
|
Sales of minerals in-place
|
|
(1,099
|
)
|
|
(16,240
|
)
|
|
—
|
|
|
—
|
|
|
(17,339
|
)
|
Balance December 31, 2017
|
|
200,564
|
|
|
—
|
|
|
724
|
|
|
2,378
|
|
|
203,666
|
|
Extensions, discoveries and other additions
|
|
60,990
|
|
|
—
|
|
|
144
|
|
|
1,444
|
|
|
62,578
|
|
Purchases of minerals in-place
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
Revisions of previous estimates
|
|
(9,250
|
)
|
|
—
|
|
|
31
|
|
|
(819
|
)
|
|
(10,038
|
)
|
Production
|
|
(20,969
|
)
|
|
—
|
|
|
(337
|
)
|
|
(434
|
)
|
|
(21,740
|
)
|
Sales of minerals in-place
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
Balance December 31, 2018
|
|
231,370
|
|
|
—
|
|
|
562
|
|
|
2,569
|
|
|
234,501
|
|
|
|
Natural Gas
|
|||||||||||||
|
|
(Millions of cubic feet)
|
|||||||||||||
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
North
Sea
|
|
Total
(1)
|
|||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
December 31, 2017
|
|
1,347,009
|
|
|
—
|
|
|
540,667
|
|
|
83,342
|
|
|
1,971,018
|
|
December 31, 2018
|
|
1,626,403
|
|
|
—
|
|
|
476,132
|
|
|
95,347
|
|
|
2,197,882
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
December 31, 2017
|
|
297,226
|
|
|
—
|
|
|
47,255
|
|
|
11,063
|
|
|
355,544
|
|
December 31, 2018
|
|
267,090
|
|
|
—
|
|
|
33,006
|
|
|
15,804
|
|
|
315,900
|
|
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
Purchases 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
|
)
|
Sales of minerals in-place
|
|
(328
|
)
|
|
(22,456
|
)
|
|
—
|
|
|
—
|
|
|
(22,784
|
)
|
Balance December 31, 2016
|
|
1,431,683
|
|
|
599,036
|
|
|
717,668
|
|
|
110,761
|
|
|
2,859,148
|
|
Extensions, discoveries and other additions
|
|
378,747
|
|
|
49,780
|
|
|
81,245
|
|
|
17,646
|
|
|
527,418
|
|
Purchases of minerals in-place
|
|
4,434
|
|
|
4,319
|
|
|
—
|
|
|
—
|
|
|
8,753
|
|
Revisions of previous estimates
|
|
(5,431
|
)
|
|
92,207
|
|
|
(70,030
|
)
|
|
(17,387
|
)
|
|
(641
|
)
|
Production
|
|
(143,943
|
)
|
|
(47,990
|
)
|
|
(140,961
|
)
|
|
(16,615
|
)
|
|
(349,509
|
)
|
Sales of minerals in-place
|
|
(21,255
|
)
|
|
(697,352
|
)
|
|
—
|
|
|
—
|
|
|
(718,607
|
)
|
Balance December 31, 2017
|
|
1,644,235
|
|
|
—
|
|
|
587,922
|
|
|
94,405
|
|
|
2,326,562
|
|
Extensions, discoveries and other additions
|
|
704,135
|
|
|
—
|
|
|
79,394
|
|
|
55,274
|
|
|
838,803
|
|
Purchases of minerals in-place
|
|
906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
906
|
|
Revisions of previous estimates
|
|
(239,204
|
)
|
|
—
|
|
|
(38,892
|
)
|
|
(21,933
|
)
|
|
(300,029
|
)
|
Production
|
|
(216,538
|
)
|
|
—
|
|
|
(119,286
|
)
|
|
(16,595
|
)
|
|
(352,419
|
)
|
Sales of minerals in-place
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
Balance December 31, 2018
|
|
1,893,493
|
|
|
—
|
|
|
509,138
|
|
|
111,151
|
|
|
2,513,782
|
|
|
|
Total Equivalent Reserves
|
|||||||||||||
|
|
(Thousands barrels of oil equivalent)
|
|||||||||||||
|
|
United
States
|
|
Canada
|
|
Egypt
(1)
|
|
North
Sea
|
|
Total
(1)
|
|||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
December 31, 2017
|
|
699,786
|
|
|
—
|
|
|
215,364
|
|
|
108,513
|
|
|
1,023,663
|
|
December 31, 2018
|
|
769,125
|
|
|
—
|
|
|
189,871
|
|
|
122,320
|
|
|
1,081,316
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
December 31, 2017
|
|
111,001
|
|
|
—
|
|
|
24,112
|
|
|
16,210
|
|
|
151,323
|
|
December 31, 2018
|
|
123,493
|
|
|
—
|
|
|
15,045
|
|
|
14,543
|
|
|
153,081
|
|
Total proved reserves:
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
Purchases 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
|
)
|
Sales of minerals in-place
|
|
(131
|
)
|
|
(6,852
|
)
|
|
—
|
|
|
—
|
|
|
(6,983
|
)
|
Balance December 31, 2016
|
|
733,037
|
|
|
175,593
|
|
|
279,966
|
|
|
122,655
|
|
|
1,311,251
|
|
Extensions, discoveries and other additions
|
|
145,322
|
|
|
24,115
|
|
|
40,731
|
|
|
19,809
|
|
|
229,977
|
|
Purchases of minerals in-place
|
|
991
|
|
|
1,294
|
|
|
—
|
|
|
—
|
|
|
2,285
|
|
Revisions of previous estimates
|
|
12,903
|
|
|
16,136
|
|
|
(21,936
|
)
|
|
3,291
|
|
|
10,394
|
|
Production
|
|
(75,151
|
)
|
|
(11,455
|
)
|
|
(59,285
|
)
|
|
(21,032
|
)
|
|
(166,923
|
)
|
Sales of minerals in-place
|
|
(6,315
|
)
|
|
(205,683
|
)
|
|
—
|
|
|
—
|
|
|
(211,998
|
)
|
Balance December 31, 2017
|
|
810,787
|
|
|
—
|
|
|
239,476
|
|
|
124,723
|
|
|
1,174,986
|
|
Extensions, discoveries and other additions
|
|
240,322
|
|
|
—
|
|
|
35,849
|
|
|
26,338
|
|
|
302,509
|
|
Purchases of minerals in-place
|
|
331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
Revisions of previous estimates
|
|
(63,451
|
)
|
|
—
|
|
|
(16,007
|
)
|
|
6,139
|
|
|
(73,319
|
)
|
Production
|
|
(95,312
|
)
|
|
—
|
|
|
(54,402
|
)
|
|
(20,337
|
)
|
|
(170,051
|
)
|
Sales of minerals in-place
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
Balance December 31, 2018
|
|
892,618
|
|
|
—
|
|
|
204,916
|
|
|
136,863
|
|
|
1,234,397
|
|
|
|
United
States
|
|
Egypt
(2)
|
|
North
Sea
|
|
Total
(2)
|
||||||||
|
|
(In millions)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Cash inflows
|
|
$
|
29,906
|
|
|
$
|
9,866
|
|
|
$
|
9,206
|
|
|
$
|
48,978
|
|
Production costs
|
|
(13,699
|
)
|
|
(1,799
|
)
|
|
(2,588
|
)
|
|
(18,086
|
)
|
||||
Development costs
|
|
(2,150
|
)
|
|
(792
|
)
|
|
(2,714
|
)
|
|
(5,656
|
)
|
||||
Income tax expense
|
|
(19
|
)
|
|
(2,455
|
)
|
|
(1,352
|
)
|
|
(3,826
|
)
|
||||
Net cash flows
|
|
14,038
|
|
|
4,820
|
|
|
2,552
|
|
|
21,410
|
|
||||
10 percent discount rate
|
|
(6,516
|
)
|
|
(1,066
|
)
|
|
(107
|
)
|
|
(7,689
|
)
|
||||
Discounted future net cash flows
(1)
|
|
$
|
7,522
|
|
|
$
|
3,754
|
|
|
$
|
2,445
|
|
|
$
|
13,721
|
|
2017
|
|
|
|
|
|
|
|
|
||||||||
Cash inflows
|
|
$
|
24,271
|
|
|
$
|
9,254
|
|
|
$
|
6,230
|
|
|
$
|
39,755
|
|
Production costs
|
|
(10,618
|
)
|
|
(1,749
|
)
|
|
(2,459
|
)
|
|
(14,826
|
)
|
||||
Development costs
|
|
(1,659
|
)
|
|
(1,052
|
)
|
|
(2,795
|
)
|
|
(5,506
|
)
|
||||
Income tax expense
|
|
(42
|
)
|
|
(2,078
|
)
|
|
(353
|
)
|
|
(2,473
|
)
|
||||
Net cash flows
|
|
11,952
|
|
|
4,375
|
|
|
623
|
|
|
16,950
|
|
||||
10 percent discount rate
|
|
(6,080
|
)
|
|
(1,034
|
)
|
|
247
|
|
|
(6,867
|
)
|
||||
Discounted future net cash flows
(1)
|
|
$
|
5,872
|
|
|
$
|
3,341
|
|
|
$
|
870
|
|
|
$
|
10,083
|
|
(1)
|
Estimated future net cash flows before income tax expense, discounted at
10 percent
per annum, totaled approximately
$16.9 billion
and
$12.2 billion
as of
December 31, 2018
and
2017
, respectively.
|
(2)
|
Includes discounted future net cash flows of approximately
$1.3 billion
and
$1.1 billion
in
2018
and
2017
, respectively, attributable to a noncontrolling interest in Egypt.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Sales, net of production costs
|
|
$
|
(5,335
|
)
|
|
$
|
(4,158
|
)
|
|
$
|
(3,479
|
)
|
Net change in prices and production costs
|
|
3,902
|
|
|
3,651
|
|
|
(3,835
|
)
|
|||
Discoveries and improved recovery, net of related costs
|
|
3,889
|
|
|
2,273
|
|
|
1,153
|
|
|||
Change in future development costs
|
|
47
|
|
|
(279
|
)
|
|
309
|
|
|||
Previously estimated development costs incurred during the period
|
|
910
|
|
|
719
|
|
|
986
|
|
|||
Revision of quantities
|
|
(648
|
)
|
|
(344
|
)
|
|
(574
|
)
|
|||
Purchases of minerals in-place
|
|
6
|
|
|
9
|
|
|
8
|
|
|||
Accretion of discount
|
|
1,216
|
|
|
952
|
|
|
1,313
|
|
|||
Change in income taxes
|
|
(1,125
|
)
|
|
(617
|
)
|
|
1,070
|
|
|||
Sales of minerals in-place
|
|
(1
|
)
|
|
(809
|
)
|
|
(52
|
)
|
|||
Change in production rates and other
|
|
777
|
|
|
626
|
|
|
567
|
|
|||
|
|
$
|
3,638
|
|
|
$
|
2,023
|
|
|
$
|
(2,534
|
)
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas production revenues
|
|
$
|
1,733
|
|
|
$
|
1,936
|
|
|
$
|
1,976
|
|
|
$
|
1,703
|
|
Gain on divestitures
|
|
7
|
|
|
2
|
|
|
1
|
|
|
13
|
|
||||
Net income (loss) before income taxes
|
|
388
|
|
|
508
|
|
|
406
|
|
|
(344
|
)
|
||||
Net income (loss) including noncontrolling interest
(1)
|
|
206
|
|
|
269
|
|
|
161
|
|
|
(350
|
)
|
||||
Net income (loss) attributable to common stock
|
|
145
|
|
|
195
|
|
|
81
|
|
|
(381
|
)
|
||||
Net income (loss) per common share
(2)
:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.38
|
|
|
$
|
0.51
|
|
|
$
|
0.21
|
|
|
$
|
(1.00
|
)
|
Diluted
|
|
$
|
0.38
|
|
|
$
|
0.51
|
|
|
$
|
0.21
|
|
|
$
|
(1.00
|
)
|
2017
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas production revenues
|
|
$
|
1,512
|
|
|
$
|
1,346
|
|
|
$
|
1,389
|
|
|
$
|
1,640
|
|
Gain (loss) on divestitures
|
|
341
|
|
|
(21
|
)
|
|
296
|
|
|
11
|
|
||||
Net income before income taxes
|
|
538
|
|
|
9
|
|
|
93
|
|
|
278
|
|
||||
Net loss including noncontrolling interest
(1)
|
|
267
|
|
|
613
|
|
|
105
|
|
|
518
|
|
||||
Net loss attributable to common stock
|
|
213
|
|
|
572
|
|
|
63
|
|
|
456
|
|
||||
Net income per common share
(2)
:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.56
|
|
|
$
|
1.50
|
|
|
$
|
0.16
|
|
|
$
|
1.20
|
|
Diluted
|
|
$
|
0.56
|
|
|
$
|
1.50
|
|
|
$
|
0.16
|
|
|
$
|
1.19
|
|
(1)
|
Operating expenses for 2018 include asset and leasehold impairments totaling
$16 million
,
$21 million
,
$49 million
, and
$639 million
in the first, second, third, and fourth quarters of 2018, respectively. Operating expenses for 2017 include asset and leasehold impairments totaling
$23 million
,
$39 million
,
$160 million
, and
$32 million
in the first, second, third, and fourth quarters of 2017, respectively.
|
(2)
|
The sum of the individual quarterly net income (loss) per common share amounts may not agree with full-year net income (loss) per common share as each quarterly computation is based on the weighted-average number of common shares outstanding during that period.
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
3.1
|
–
|
|
3.2
|
–
|
|
3.3
|
–
|
|
4.1
|
–
|
|
4.2
|
–
|
|
4.3
|
–
|
|
4.4
|
–
|
|
4.5
|
–
|
|
4.6
|
–
|
|
4.7
|
–
|
|
4.8
|
–
|
|
4.9
|
–
|
|
4.10
|
–
|
|
4.11
|
–
|
|
4.12
|
–
|
|
4.13
|
–
|
|
4.14
|
–
|
|
4.15
|
–
|
|
4.16
|
–
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
4.17
|
–
|
|
4.18
|
–
|
|
4.19
|
–
|
|
†4.20
|
–
|
|
†4.21
|
–
|
|
†4.22
|
–
|
|
10.1
|
–
|
|
†10.2
|
–
|
|
†10.3
|
–
|
|
†10.4
|
–
|
|
†10.5
|
–
|
|
†10.6
|
–
|
|
†10.7
|
–
|
|
†10.8
|
–
|
|
†10.9
|
–
|
|
†10.10
|
–
|
|
†10.11
|
–
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
†10.12
|
–
|
|
†10.13
|
–
|
|
†10.14
|
–
|
|
†10.15
|
–
|
|
†10.16
|
–
|
|
†10.17
|
–
|
|
†10.18
|
–
|
|
†10.19
|
–
|
|
†10.20
|
–
|
|
†10.21
|
–
|
|
†10.22
|
–
|
|
†10.23
|
–
|
|
†10.24
|
–
|
|
†10.25
|
–
|
|
†10.26
|
–
|
|
†10.27
|
–
|
|
†10.28
|
–
|
|
†10.29
|
–
|
|
†10.30
|
–
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
†10.31
|
–
|
|
†10.32
|
–
|
|
†10.33
|
–
|
|
†10.34
|
–
|
|
†10.35
|
–
|
|
†10.36
|
–
|
|
†10.37
|
–
|
|
†10.38
|
–
|
|
†10.39
|
–
|
|
†10.40
|
–
|
|
†10.41
|
–
|
|
†10.42
|
–
|
|
†10.43
|
–
|
|
†10.44
|
–
|
|
†10.45
|
–
|
|
†10.46
|
–
|
|
*†10.47
|
–
|
|
*†10.48
|
–
|
|
†10.49
|
–
|
|
*21.1
|
–
|
|
*23.1
|
–
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
*23.2
|
–
|
|
*24.1
|
–
|
|
*31.1
|
–
|
|
*31.2
|
–
|
|
*32.1
|
–
|
|
*99.1
|
–
|
|
*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.
|
† Management contracts or compensatory plans or arrangements required to be filed herewith pursuant to Item 15 hereof.
|
Notice:
|
A summary of the terms of your grant of Restricted Stock Units (“RSUs”) 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 Restricted Stock Unit 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:
|
Restricted Stock Unit(s)
|
Restricted Stock Unit:
|
A Restricted Stock Unit (“RSU”) as defined in the Plan and meaning the right granted to the Recipient 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 Grant related to ______ Restricted Stock Units
|
Conditions:
|
The Recipient may elect, at the time of the grant, to have his or her RSUs deferred into the Deferred Delivery Plan (the "DDP") when the RSUs vest, in which case the Recipient will receive the value of the RSUs at the times specified pursuant to the DDP. For RSUs that are not deferred, once the RSU vests, the Recipient shall be paid the
|
Vesting Period:
|
RSUs granted shall vest (i.e., restrictions shall lapse) in accordance with the following schedule (the "Vesting Period"), 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.
|
Dividends:
|
The Company will credit each of the Recipient's RSUs 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 RSUs. 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 RSUs 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.
|
Acceptance:
|
Please complete the on-line grant acceptance as promptly as possible to accept or reject your Grant. You can access this through your account at netbenefits.fidelity.com. By accepting your 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 5 and 6 of the Agreement, and the terms and conditions of the Plan. If you do not accept your Grant, your RSUs will not vest and you will be unable to receive your RSUs.
|
(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.
|
Age
|
|
Advance Written Notice
|
65 or older
|
|
3 months
|
between (and including) 55 and 64
|
|
6 months
|
Notice:
|
A summary of the terms of your grant of Restricted Stock Units (“RSUs”) 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 Restricted Stock Unit 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. The Grant is a Cash-Based Award under Section 10 of the Plan and is subject to the provisions of the Plan governing RSUs.
|
Type of Award:
|
Restricted Stock Unit(s)
|
Restricted Stock Unit:
|
A Restricted Stock Unit (“RSU”) as defined in the Plan and meaning the right granted to the Recipient to receive one share of Stock or the cash equivalent thereof 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 Grant related to ______ Restricted Stock Units
|
Conditions:
|
The Recipient may elect, at the time of the grant, to have his or her RSUs deferred into the Deferred Delivery Plan (the "DDP") when
|
Vesting Period:
|
RSUs granted shall vest (i.e., restrictions shall lapse) in accordance with the following schedule (the "Vesting Period"), 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.
|
Dividends:
|
The Company will credit each of the Recipient's RSUs 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 RSUs. 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 RSUs 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.
|
Acceptance:
|
Please complete the on-line grant acceptance as promptly as possible to accept or reject your Grant. You can access this through your account at netbenefits.fidelity.com. By accepting your 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 5 and 6 of the Agreement, and the terms and conditions of the Plan. If you do not accept your Grant, your RSUs will not vest and you will be unable to receive your RSUs.
|
(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.
|
Age
|
|
Advance Written Notice
|
65 or older
|
|
3 months
|
between (and including) 55 and 64
|
|
6 months
|
|
|
Exhibit 21.1
|
|
|
|
Apache Corporation (a Delaware corporation)
|
||
Listing of Subsidiaries as of December 31, 2018
|
||
|
|
|
Exact Name of Subsidiary and Name
|
|
Jurisdiction of
|
under which Subsidiary does Business
|
|
Incorporation or Organization
|
Alta Vista Oil Corporation
|
|
Delaware
|
*Altus Midstream Company
|
|
Delaware
|
Altus Midstream GP LLC
|
|
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 Oil Pipeline LLC
|
|
Delaware
|
Altus Midstream Subsidiary GP LLC
|
|
Delaware
|
Apache Natural Gas Transportation Fuels LLC
|
|
Delaware
|
Apache North America LLC
|
|
Delaware
|
Apache Oil Corporation
|
|
Texas
|
Apache Overseas LLC
|
|
Delaware
|
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 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
|
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
|
|
|
Exhibit 21.1
|
|
|
|
Apache Corporation (a Delaware corporation)
|
||
Listing of Subsidiaries as of December 31, 2018
|
||
|
|
|
Exact Name of Subsidiary and Name
|
|
Jurisdiction of
|
under which Subsidiary does Business
|
|
Incorporation or Organization
|
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 Corporation LDC
|
|
Cayman Islands
|
Apache North Sea Limited
|
|
England and Wales
|
Apache UK Pension Trustee Ltd.
|
|
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 EMEA Corporation LDC
|
|
Cayman Islands
|
Apache Exploration LDC
|
|
Cayman Islands
|
Apache Fertilizer Holdings Corporation LDC
|
|
Cayman Islands
|
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 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
|
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
|
|
|
Exhibit 21.1
|
|
|
|
Apache Corporation (a Delaware corporation)
|
||
Listing of Subsidiaries as of December 31, 2018
|
||
|
|
|
Exact Name of Subsidiary and Name
|
|
Jurisdiction of
|
under which Subsidiary does Business
|
|
Incorporation or Organization
|
DEK Energy LLC
|
|
Delaware
|
Apache Finance Canada LLC
|
|
Delaware
|
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 Canada Management LLC
|
|
Delaware
|
Apache Canada Holdings LLC
|
|
Delaware
|
Apache Canada Management II LLC
|
|
Delaware
|
Apache Finance Canada III LLC
|
|
Delaware
|
Apache Finance Canada IV LLC
|
|
Delaware
|
Stallion Canada Holdings LLC
|
|
Delaware
|
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, 333-197491, and 333-219345) 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
|
Senior Vice President
|
As of December 31, 2018
|
|
% 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
|
84.4
|
87.5
|
87.6
|
434,701
|
175,018
|
1,926,089
|
80,288
|
24,995
|
271,794
|
514,989
|
200,013
|
2,197,883
|
Undeveloped
|
56.5
|
60.0
|
59.9
|
37,270
|
20,689
|
189,088
|
28,675
|
13,798
|
126,812
|
65,945
|
34,487
|
315,900
|
Total Proved
|
81.2
|
83.5
|
84.1
|
471,971
|
195,707
|
2,115,177
|
108,963
|
38,793
|
398,606
|
580,934
|
234,500
|
2,513,783
|
As of December 31, 2018
|
|
% 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
|
84.9
|
87.6
|
87.3
|
255,219
|
173,128
|
1,420,477
|
45,266
|
24,446
|
205,927
|
300,485
|
197,574
|
1,626,404
|
Undeveloped
|
50.6
|
60.7
|
59.3
|
22,853
|
20,516
|
158,407
|
22,330
|
13,280
|
108,683
|
45,183
|
33,796
|
267,090
|
Total Proved
|
80.4
|
83.7
|
83.4
|
278,072
|
193,644
|
1,578,884
|
67,596
|
37,726
|
314,610
|
345,668
|
231,370
|
1,893,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Egypt
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
83.7
|
87.0
|
89.6
|
92,090
|
436
|
426,710
|
17,924
|
65
|
49,422
|
110,014
|
501
|
476,132
|
Undeveloped
|
62.3
|
0
|
82.0
|
5,912
|
0
|
27,077
|
3,572
|
60
|
5,929
|
9,484
|
60
|
33,006
|
Total Proved
|
82.0
|
77.7
|
89.1
|
98,002
|
436
|
453,787
|
21,496
|
125
|
55,351
|
119,498
|
561
|
509,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
83.6
|
75.0
|
82.8
|
87,392
|
1,454
|
78,902
|
17,098
|
484
|
16,445
|
104,490
|
1,938
|
95,347
|
Undeveloped
|
75.4
|
27.4
|
22.8
|
8,505
|
173
|
3,604
|
2,773
|
458
|
12,200
|
11,278
|
631
|
15,804
|
Total Proved
|
82.8
|
63.3
|
74.2
|
95,897
|
1,627
|
82,506
|
19,871
|
942
|
28,645
|
115,768
|
2,569
|
111,151
|
Geographic Area
|
Product
|
Price
Reference
|
Average
Benchmark
Prices
|
Average Realized
Prices
|
North America
|
|
|
|
|
United States
|
Oil/Condensate
|
WTI Cushing
|
$65.41/Bbl
|
$56.59/Bbl
|
|
NGLs
|
Mt. Belvieu Non-Tet Propane
|
$36.99/Bbl
|
$24.74/Bbl
|
|
Gas
|
Henry Hub
|
$3.10/MMBTU
|
$2.06/Mcf
|
|
|
|
|
|
Egypt
|
Oil/Condensate
|
Brent
|
$71.41/Bbl
|
$70.29/Bbl
|
|
NGLs
|
Brent
|
$71.41/Bbl
|
$44.76/Bbl
|
|
Gas
|
Contracts
|
Contract
|
$2.84/Mcf
|
|
|
|
|
|
United Kingdom
|
Oil/Condensate
|
Brent
|
$71.41/Bbl
|
$68.80/Bbl
|
|
NGLs
|
Brent
|
$71.41/Bbl
|
$39.06/Bbl
|
|
Gas
|
NBP
|
$9.75/MMBTU
|
$10.16/Mcf
|
(1)
|
completion intervals that are open at the time of the estimate, but which have not yet started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(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.
|