ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
41-0747868
|
(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
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.625 par value
|
|
APA
|
|
New York Stock Exchange, Chicago Stock Exchange
and NASDAQ Global Select Market
|
7.75% Notes Due 2029
|
|
|
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New York Stock Exchange
|
Large accelerated filer
|
|
ý
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Accelerated filer
|
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¨
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Non-accelerated filer
|
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¨
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Smaller reporting company
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¨
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|
Emerging growth company
|
|
¨
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Number of shares of registrant’s common stock outstanding as of April 30, 2019
|
375,920,593
|
|
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TABLE OF CONTENTS
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DESCRIPTION
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Item
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Page
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PART I - FINANCIAL INFORMATION
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1.
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2.
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3.
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4.
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PART II - OTHER INFORMATION
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1.
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1A.
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2.
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6.
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•
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the market prices of oil, natural gas, natural gas liquids (NGLs), and other products or services;
|
•
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our commodity hedging arrangements;
|
•
|
the supply and demand for oil, natural gas, NGLs, and other products or services;
|
•
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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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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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terrorism or cyber attacks;
|
•
|
occurrence of property acquisitions or divestitures;
|
•
|
the integration of acquisitions;
|
•
|
the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks; and
|
•
|
other factors disclosed under Items 1 and 2—Business and Properties—Estimated Proved Reserves and Future Net Cash Flows, Item 1A—Risk Factors, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A—Quantitative and Qualitative Disclosures About Market Risk and elsewhere in our most recently filed Annual Report on Form 10-K, other risks and uncertainties in our first-quarter 2019 earnings release, other factors disclosed under Part II, Item 1A—Risk Factors of this Quarterly Report on Form 10-Q, and other filings that we make with the Securities and Exchange Commission.
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|
|
For the Quarter Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions, except per common share data)
|
||||||
REVENUES AND OTHER:
|
|
|
|
|
||||
Oil and gas production revenues
|
|
|
|
|
||||
Oil revenues
|
|
$
|
1,310
|
|
|
$
|
1,393
|
|
Natural gas revenues
|
|
236
|
|
|
222
|
|
||
Natural gas liquids revenues
|
|
108
|
|
|
118
|
|
||
|
|
1,654
|
|
|
1,733
|
|
||
Derivative instrument gains (losses), net
|
|
(30
|
)
|
|
2
|
|
||
Gain on divestitures
|
|
3
|
|
|
7
|
|
||
Other
|
|
8
|
|
|
5
|
|
||
|
|
1,635
|
|
|
1,747
|
|
||
OPERATING EXPENSES:
|
|
|
|
|
||||
Lease operating expenses
|
|
365
|
|
|
349
|
|
||
Gathering, processing, and transmission
|
|
88
|
|
|
86
|
|
||
Taxes other than income
|
|
51
|
|
|
55
|
|
||
Exploration
|
|
69
|
|
|
76
|
|
||
General and administrative
|
|
123
|
|
|
114
|
|
||
Transaction, reorganization, and separation
|
|
4
|
|
|
—
|
|
||
Depreciation, depletion, and amortization
|
|
646
|
|
|
553
|
|
||
Asset retirement obligation accretion
|
|
27
|
|
|
27
|
|
||
Financing costs, net
|
|
97
|
|
|
99
|
|
||
|
|
1,470
|
|
|
1,359
|
|
||
NET INCOME BEFORE INCOME TAXES
|
|
165
|
|
|
388
|
|
||
Current income tax provision
|
|
186
|
|
|
198
|
|
||
Deferred income tax benefit
|
|
(19
|
)
|
|
(16
|
)
|
||
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST
|
|
(2
|
)
|
|
206
|
|
||
Net income attributable to noncontrolling interest - Egypt
|
|
44
|
|
|
61
|
|
||
Net income attributable to noncontrolling interest - Altus
|
|
1
|
|
|
—
|
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
|
|
$
|
(47
|
)
|
|
$
|
145
|
|
|
|
|
|
|
||||
NET INCOME (LOSS) PER COMMON SHARE:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.12
|
)
|
|
$
|
0.38
|
|
Diluted
|
|
$
|
(0.12
|
)
|
|
$
|
0.38
|
|
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
|
|
|
|
|
||||
Basic
|
|
376
|
|
|
382
|
|
||
Diluted
|
|
376
|
|
|
384
|
|
||
DIVIDENDS DECLARED PER COMMON SHARE
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income (loss) including noncontrolling interest
|
|
$
|
(2
|
)
|
|
$
|
206
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Unrealized derivative instrument (gains) losses, net
|
|
45
|
|
|
(49
|
)
|
||
Gain on divestitures
|
|
(3
|
)
|
|
(7
|
)
|
||
Exploratory dry hole expense and unproved leasehold impairments
|
|
33
|
|
|
36
|
|
||
Depreciation, depletion, and amortization
|
|
646
|
|
|
553
|
|
||
Asset retirement obligation accretion
|
|
27
|
|
|
27
|
|
||
Deferred income tax benefit
|
|
(19
|
)
|
|
(16
|
)
|
||
Other
|
|
9
|
|
|
39
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Receivables
|
|
8
|
|
|
(65
|
)
|
||
Inventories
|
|
(33
|
)
|
|
(33
|
)
|
||
Drilling advances
|
|
5
|
|
|
(41
|
)
|
||
Deferred charges and other
|
|
(4
|
)
|
|
32
|
|
||
Accounts payable
|
|
(50
|
)
|
|
66
|
|
||
Accrued expenses
|
|
(46
|
)
|
|
(139
|
)
|
||
Deferred credits and noncurrent liabilities
|
|
(18
|
)
|
|
6
|
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
598
|
|
|
615
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Additions to oil and gas property
|
|
(729
|
)
|
|
(737
|
)
|
||
Leasehold and property acquisitions
|
|
(15
|
)
|
|
(12
|
)
|
||
Additions to Altus gathering, processing, and transmission facilities
|
|
(119
|
)
|
|
(128
|
)
|
||
Altus equity method interests
|
|
(118
|
)
|
|
—
|
|
||
Proceeds from sale of oil and gas properties
|
|
9
|
|
|
9
|
|
||
Other, net
|
|
34
|
|
|
(22
|
)
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(938
|
)
|
|
(890
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Commercial paper
|
|
159
|
|
|
—
|
|
||
Payments on fixed-rate debt
|
|
—
|
|
|
(150
|
)
|
||
Distributions to noncontrolling interest - Egypt
|
|
(107
|
)
|
|
(69
|
)
|
||
Dividends paid
|
|
(94
|
)
|
|
(95
|
)
|
||
Other
|
|
(5
|
)
|
|
(2
|
)
|
||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(47
|
)
|
|
(316
|
)
|
||
|
|
|
|
|
||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
|
(387
|
)
|
|
(591
|
)
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
714
|
|
|
1,668
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
327
|
|
|
$
|
1,077
|
|
|
|
|
|
|
||||
SUPPLEMENTARY CASH FLOW DATA:
|
|
|
|
|
||||
Interest paid, net of capitalized interest
|
|
$
|
115
|
|
|
$
|
140
|
|
Income taxes paid, net of refunds
|
|
165
|
|
|
191
|
|
In millions except share and per-share amounts
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents ($177 and $450, respectively, related to Altus VIE)
|
|
$
|
327
|
|
|
$
|
714
|
|
Receivables, net of allowance
|
|
1,185
|
|
|
1,194
|
|
||
Inventories ($6 and $6, respectively, related to Altus VIE)
|
|
438
|
|
|
401
|
|
||
Drilling advances
|
|
213
|
|
|
218
|
|
||
Assets held for sale
|
|
217
|
|
|
—
|
|
||
Prepaid assets and other
|
|
124
|
|
|
160
|
|
||
|
|
2,504
|
|
|
2,687
|
|
||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
||||
Oil and gas, on the basis of successful efforts accounting:
|
|
|
|
|
||||
Proved properties
|
|
42,462
|
|
|
42,345
|
|
||
Unproved properties and properties under development
|
|
1,371
|
|
|
1,435
|
|
||
Gathering, processing, and transmission facilities ($1,353 and $1,251, respectively, related to Altus VIE)
|
|
1,958
|
|
|
1,856
|
|
||
Other ($38 and nil, respectively, related to Altus VIE)
|
|
1,154
|
|
|
1,120
|
|
||
|
|
46,945
|
|
|
46,756
|
|
||
Less: Accumulated depreciation, depletion, and amortization ($32 and $24, respectively, related to Altus VIE)
|
|
(28,654
|
)
|
|
(28,335
|
)
|
||
|
|
18,291
|
|
|
18,421
|
|
||
OTHER ASSETS:
|
|
|
|
|
||||
Equity method interests ($209 and $91, respectively, related to Altus VIE)
|
|
209
|
|
|
121
|
|
||
Deferred charges and other
|
|
747
|
|
|
353
|
|
||
|
|
$
|
21,751
|
|
|
$
|
21,582
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
679
|
|
|
$
|
709
|
|
Current debt ($29 and nil, respectively, related to Altus VIE)
|
|
339
|
|
|
151
|
|
||
Other current liabilities (Note 6) ($72 and $85, respectively, related to Altus VIE)
|
|
1,356
|
|
|
1,341
|
|
||
|
|
2,374
|
|
|
2,201
|
|
||
LONG-TERM DEBT
|
|
8,094
|
|
|
8,093
|
|
||
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
|
|
|
|
|
||||
Income taxes
|
|
370
|
|
|
391
|
|
||
Asset retirement obligation ($30 and $29, respectively, related to Altus VIE)
|
|
1,879
|
|
|
1,866
|
|
||
Other
|
|
425
|
|
|
219
|
|
||
|
|
2,674
|
|
|
2,476
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 10)
|
|
|
|
|
||||
EQUITY:
|
|
|
|
|
||||
Common stock, $0.625 par, 860,000,000 shares authorized, 416,874,466 and 415,692,116 shares issued, respectively
|
|
261
|
|
|
260
|
|
||
Paid-in capital
|
|
12,009
|
|
|
12,106
|
|
||
Accumulated deficit
|
|
(2,095
|
)
|
|
(2,048
|
)
|
||
Treasury stock, at cost, 40,964,193 and 40,995,894 shares, respectively
|
|
(3,190
|
)
|
|
(3,192
|
)
|
||
Accumulated other comprehensive income
|
|
4
|
|
|
4
|
|
||
APACHE SHAREHOLDERS’ EQUITY
|
|
6,989
|
|
|
7,130
|
|
||
Noncontrolling interest - Egypt
|
|
1,212
|
|
|
1,275
|
|
||
Noncontrolling interest - Altus
|
|
408
|
|
|
407
|
|
||
TOTAL EQUITY
|
|
8,609
|
|
|
8,812
|
|
||
|
|
$
|
21,751
|
|
|
$
|
21,582
|
|
|
|
Common
Stock
|
|
Paid-In
Capital
|
|
Accumulated Deficit
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income
|
|
APACHE
SHAREHOLDERS’
EQUITY
|
|
Noncontrolling
Interest
|
|
TOTAL
EQUITY
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
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
|
|
—
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
61
|
|
|
206
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
(69
|
)
|
||||||||
Common dividends ($0.25 per share)
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
||||||||
Other
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||||
BALANCE AT MARCH 31, 2018
|
|
$
|
259
|
|
|
$
|
12,069
|
|
|
$
|
(1,943
|
)
|
|
$
|
(2,887
|
)
|
|
$
|
4
|
|
|
$
|
7,502
|
|
|
$
|
1,367
|
|
|
$
|
8,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
BALANCE AT DECEMBER 31, 2018
|
|
$
|
260
|
|
|
$
|
12,106
|
|
|
$
|
(2,048
|
)
|
|
$
|
(3,192
|
)
|
|
$
|
4
|
|
|
$
|
7,130
|
|
|
$
|
1,682
|
|
|
$
|
8,812
|
|
Net loss attributable to common stock
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
||||||||
Net income attributable to noncontrolling interest - Egypt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
44
|
|
||||||||
Net income attributable to noncontrolling interest - Altus
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
Distributions to noncontrolling interest - Egypt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
(107
|
)
|
||||||||
Common dividends ($0.25 per share)
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
(94
|
)
|
||||||||
Other
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
BALANCE AT MARCH 31, 2019
|
|
$
|
261
|
|
|
$
|
12,009
|
|
|
$
|
(2,095
|
)
|
|
$
|
(3,190
|
)
|
|
$
|
4
|
|
|
$
|
6,989
|
|
|
$
|
1,620
|
|
|
$
|
8,609
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
Quarter Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Oil and Gas Property:
|
|
|
|
|
||||
Proved
|
|
$
|
—
|
|
|
$
|
—
|
|
Unproved
|
|
23
|
|
|
16
|
|
|
|
Operating Leases
|
|
Finance Leases
|
||
Weighted average remaining lease term
|
|
3.4 years
|
|
|
8.7 years
|
|
Weighted average discount rate
|
|
4.3
|
%
|
|
4.3
|
%
|
Net Minimum Commitments
|
|
Operating Leases(1)
|
|
Finance Leases(2)
|
||||
|
|
(In millions)
|
||||||
2019
|
|
$
|
159
|
|
|
$
|
22
|
|
2020
|
|
111
|
|
|
13
|
|
||
2021
|
|
46
|
|
|
3
|
|
||
2022
|
|
40
|
|
|
3
|
|
||
2023
|
|
24
|
|
|
3
|
|
||
Thereafter
|
|
41
|
|
|
39
|
|
||
Total future minimum lease payments
|
|
421
|
|
|
83
|
|
||
Less: imputed interest
|
|
(34
|
)
|
|
(15
|
)
|
||
Total lease liabilities
|
|
387
|
|
|
68
|
|
||
Current portion
|
|
(187
|
)
|
|
(30
|
)
|
||
Non-current portion
|
|
$
|
200
|
|
|
$
|
38
|
|
(1)
|
Amounts included for drilling rig and related operational equipment obligations represent future payments associated with oil and gas operations gross of amounts billable to partners and other working interest owners. Such payments may be capitalized as a component of oil and gas properties, and either depreciated, impaired, or written off as exploration expense.
|
(2)
|
Amounts represent the Company’s finance lease obligation related to physical power generators being leased on a one-year term with the right to purchase (entered into during the first quarter of 2019) and a separate lease for the Company’s Midland, Texas regional office building.
|
2.
|
ACQUISITIONS AND DIVESTITURES
|
Production Period
|
|
Settlement Index
|
|
Mbbls
|
|
Weighted Average Price Differential
|
|
April—September 2019
|
|
Midland-WTI/Cushing-WTI
|
|
4,941
|
|
|
$(8.60)
|
October—December 2019
|
|
Midland-WTI/Cushing-WTI
|
|
1,380
|
|
|
$(3.72)
|
Production Period
|
|
Settlement Index
|
|
MMBtu
(in 000’s) |
|
Weighted Average Floor Price
|
|
Weighted Average Ceiling Price
|
|
April—June 2019
|
|
NYMEX Henry Hub
|
|
9,100
|
|
|
$3.00
|
|
$3.92
|
|
|
|
|
Basis Swap Purchased
|
|
Basis Swap Sold
|
||||||
Production Period
|
|
Settlement Index
|
|
MMBtu
(in 000’s)
|
|
Weighted Average Price Differential
|
|
MMBtu
(in 000’s) |
|
Weighted Average Price Differential
|
||
April—June 2019
|
|
NYMEX Henry Hub/Waha
|
|
10,920
|
|
|
$(1.74)
|
|
16,380
|
|
|
$(0.53)
|
April—June 2019
|
|
NYMEX Henry Hub/EP Permian
|
|
—
|
|
|
—
|
|
10,920
|
|
|
$(1.58)
|
April—December 2019
|
|
NYMEX Henry Hub/Waha
|
|
—
|
|
|
—
|
|
11,000
|
|
|
$(0.45)
|
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
||||||||||||||||
|
|
Quoted Price in Active Markets (Level 1)
|
|
Significant Other Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total Fair Value
|
|
Netting(1)
|
|
Carrying Amount
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
(14
|
)
|
|
$
|
36
|
|
Foreign Currency Derivative Instruments
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|
(14
|
)
|
|
32
|
|
||||||
Interest Rate Derivative Instruments
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
(14
|
)
|
|
$
|
55
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Derivative Instruments
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
(14
|
)
|
|
11
|
|
(1)
|
The derivative fair values are based on analysis of each contract on a gross basis, excluding the impact of netting agreements with counterparties.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(In millions)
|
||||||
Current Assets: Prepaid assets and other
|
|
$
|
37
|
|
|
$
|
55
|
|
Total Assets
|
|
$
|
37
|
|
|
$
|
55
|
|
|
|
|
|
|
||||
Current Liabilities: Other current liabilities
|
|
$
|
38
|
|
|
$
|
11
|
|
Total Liabilities
|
|
$
|
38
|
|
|
$
|
11
|
|
|
|
For the Quarter Ended March 31,
|
||||||
2019
|
|
2018
|
||||||
|
|
(In millions)
|
||||||
Realized gain (loss):
|
|
|
|
|
||||
Derivative settlements, realized gain (loss)
|
|
$
|
15
|
|
|
$
|
(42
|
)
|
Amortization of put premium, realized loss
|
|
—
|
|
|
(5
|
)
|
||
Unrealized gain (loss)
|
|
(45
|
)
|
|
49
|
|
||
Derivative instrument gains (losses), net
|
|
$
|
(30
|
)
|
|
$
|
2
|
|
5.
|
EQUITY METHOD INTERESTS
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
|
|
Interest
|
|
Amount
|
|
Interest
|
|
Amount
|
||||||
|
|
($ in millions)
|
||||||||||||
Gulf Coast Express Pipeline LLC
|
|
15.0
|
%
|
|
$
|
157
|
|
|
15.0
|
%
|
|
$
|
91
|
|
EPIC Crude Holdings, LP
|
|
15.0
|
%
|
|
52
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
$
|
209
|
|
|
|
|
$
|
91
|
|
|
|
Gulf Coast Express Pipeline LLC
|
|
EPIC Crude Holdings, LP
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
Balance at December 31, 2018
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
91
|
|
Acquisitions
|
|
—
|
|
|
52
|
|
|
52
|
|
|||
Contributions
|
|
66
|
|
|
—
|
|
|
66
|
|
|||
Balance at March 31, 2019
|
|
$
|
157
|
|
|
$
|
52
|
|
|
$
|
209
|
|
6.
|
OTHER CURRENT LIABILITIES
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(In millions)
|
||||||
Accrued operating expenses
|
|
$
|
72
|
|
|
$
|
65
|
|
Accrued exploration and development
|
|
552
|
|
|
667
|
|
||
Accrued gathering, processing, and transmission - Altus
|
|
63
|
|
|
81
|
|
||
Accrued compensation and benefits
|
|
96
|
|
|
177
|
|
||
Accrued interest
|
|
121
|
|
|
137
|
|
||
Accrued income taxes
|
|
60
|
|
|
58
|
|
||
Current asset retirement obligation
|
|
66
|
|
|
66
|
|
||
Current operating lease liability
|
|
187
|
|
|
—
|
|
||
Other
|
|
139
|
|
|
90
|
|
||
Total other current liabilities
|
|
$
|
1,356
|
|
|
$
|
1,341
|
|
7.
|
ASSET RETIREMENT OBLIGATION
|
|
|
(In millions)
|
||
Asset retirement obligation at December 31, 2018
|
|
$
|
1,932
|
|
Liabilities incurred
|
|
3
|
|
|
Liabilities settled
|
|
(11
|
)
|
|
Liabilities held for sale
|
|
(6
|
)
|
|
Accretion expense
|
|
27
|
|
|
Asset retirement obligation at March 31, 2019
|
|
1,945
|
|
|
Less current portion
|
|
(66
|
)
|
|
Asset retirement obligation, long-term
|
|
$
|
1,879
|
|
8.
|
INCOME TAXES
|
9.
|
DEBT AND FINANCING COSTS
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(In millions)
|
||||||
Notes and debentures before unamortized discount and debt issuance costs
|
|
$
|
8,299
|
|
|
$
|
8,299
|
|
Commercial paper
|
|
159
|
|
|
—
|
|
||
Finance lease obligations
|
|
68
|
|
|
40
|
|
||
Unamortized discount
|
|
(43
|
)
|
|
(44
|
)
|
||
Debt issuance costs
|
|
(50
|
)
|
|
(51
|
)
|
||
Total debt
|
|
8,433
|
|
|
8,244
|
|
||
Current maturities
|
|
(339
|
)
|
|
(151
|
)
|
||
Long-term debt
|
|
$
|
8,094
|
|
|
$
|
8,093
|
|
|
|
For the Quarter Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Interest expense
|
|
$
|
107
|
|
|
$
|
112
|
|
Amortization of deferred loan costs
|
|
2
|
|
|
5
|
|
||
Capitalized interest
|
|
(8
|
)
|
|
(12
|
)
|
||
Interest income
|
|
(4
|
)
|
|
(6
|
)
|
||
Financing costs, net
|
|
$
|
97
|
|
|
$
|
99
|
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
11.
|
CAPITAL STOCK
|
|
|
For the Quarter Ended March 31,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||
|
|
Loss
|
|
Shares
|
|
Per Share
|
|
Income
|
|
Shares
|
|
Per Share
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) attributable to common stock
|
|
$
|
(47
|
)
|
|
376
|
|
|
$
|
(0.12
|
)
|
|
$
|
145
|
|
|
382
|
|
|
$
|
0.38
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options and other
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
—
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) attributable to common stock
|
|
$
|
(47
|
)
|
|
376
|
|
|
$
|
(0.12
|
)
|
|
$
|
145
|
|
|
384
|
|
|
$
|
0.38
|
|
|
12.
|
BUSINESS SEGMENT INFORMATION
|
|
|
Egypt(1)
|
|
North Sea
|
|
U.S.
|
|
Altus
|
|
Intersegment Eliminations & Other
|
|
Total(2)
|
||||||||||||
|
|
Upstream
|
|
Midstream
|
|
|
||||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
For the Quarter Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil revenues
|
|
$
|
514
|
|
|
$
|
300
|
|
|
$
|
496
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,310
|
|
Natural gas revenues
|
|
81
|
|
|
32
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
236
|
|
||||||
Natural gas liquids revenues
|
|
4
|
|
|
6
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
108
|
|
||||||
Oil and gas production revenues
|
|
599
|
|
|
338
|
|
|
717
|
|
|
—
|
|
|
—
|
|
|
1,654
|
|
||||||
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
(34
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease operating expenses
|
|
118
|
|
|
72
|
|
|
176
|
|
|
—
|
|
|
(1
|
)
|
|
365
|
|
||||||
Gathering, processing, and transmission
|
|
12
|
|
|
12
|
|
|
81
|
|
|
16
|
|
|
(33
|
)
|
|
88
|
|
||||||
Taxes other than income
|
|
—
|
|
|
—
|
|
|
48
|
|
|
3
|
|
|
—
|
|
|
51
|
|
||||||
Exploration
|
|
32
|
|
|
1
|
|
|
33
|
|
|
—
|
|
|
3
|
|
|
69
|
|
||||||
Depreciation, depletion, and amortization
|
|
188
|
|
|
99
|
|
|
352
|
|
|
7
|
|
|
—
|
|
|
646
|
|
||||||
Asset retirement obligation accretion
|
|
—
|
|
|
19
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
|
|
350
|
|
|
203
|
|
|
698
|
|
|
26
|
|
|
(31
|
)
|
|
1,246
|
|
||||||
Operating Income (Loss)(3)
|
|
$
|
249
|
|
|
$
|
135
|
|
|
$
|
19
|
|
|
$
|
8
|
|
|
$
|
(3
|
)
|
|
408
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on divestitures
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|||||||||||
Derivative instrument losses, net
|
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
|||||||||||
Other(4)
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(123
|
)
|
|||||||||||
Transaction, reorganization, and separation
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(97
|
)
|
|||||||||||
Income Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
165
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Assets(5)
|
|
$
|
4,065
|
|
|
$
|
2,601
|
|
|
$
|
13,205
|
|
|
$
|
1,825
|
|
|
$
|
55
|
|
|
$
|
21,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Egypt(1)
|
|
North Sea
|
|
U.S.
|
|
Altus
|
|
Intersegment Eliminations & Other
|
|
Total(2)
|
||||||||||||
|
|
Upstream
|
|
Midstream
|
|
|
||||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
For the Quarter Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil revenues
|
|
$
|
569
|
|
|
$
|
271
|
|
|
$
|
553
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,393
|
|
Natural gas revenues
|
|
88
|
|
|
24
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
222
|
|
||||||
Natural gas liquids revenues
|
|
3
|
|
|
4
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
118
|
|
||||||
Oil and gas production revenues
|
|
660
|
|
|
299
|
|
|
774
|
|
|
—
|
|
|
—
|
|
|
1,733
|
|
||||||
Midstream service affiliate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease operating expenses
|
|
98
|
|
|
93
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
349
|
|
||||||
Gathering, processing, and transmission
|
|
12
|
|
|
10
|
|
|
65
|
|
|
11
|
|
|
(12
|
)
|
|
86
|
|
||||||
Taxes other than income
|
|
—
|
|
|
—
|
|
|
52
|
|
|
3
|
|
|
—
|
|
|
55
|
|
||||||
Exploration
|
|
28
|
|
|
14
|
|
|
33
|
|
|
—
|
|
|
1
|
|
|
76
|
|
||||||
Depreciation, depletion, and amortization
|
|
186
|
|
|
95
|
|
|
269
|
|
|
3
|
|
|
—
|
|
|
553
|
|
||||||
Asset retirement obligation accretion
|
|
—
|
|
|
19
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
|
|
324
|
|
|
231
|
|
|
585
|
|
|
17
|
|
|
(11
|
)
|
|
1,146
|
|
||||||
Operating Income (Loss)(3)
|
|
$
|
336
|
|
|
$
|
68
|
|
|
$
|
189
|
|
|
$
|
(5
|
)
|
|
$
|
(1
|
)
|
|
587
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on divestitures
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|||||||||||
Derivative instrument gains, net
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|||||||||||
Other(4)
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
(114
|
)
|
|||||||||||
Financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(99
|
)
|
|||||||||||
Income Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
388
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Assets(5)
|
|
$
|
4,813
|
|
|
$
|
3,009
|
|
|
$
|
13,106
|
|
|
$
|
821
|
|
|
$
|
42
|
|
|
$
|
21,791
|
|
(1)
|
Includes revenue from non-customers of $107 million, $11 million, and $1 million for oil, natural gas, and natural gas liquids, respectively, for the first quarter of 2019, and $139 million, $15 million, and $1 million for oil, natural gas, and natural gas liquids, respectively, for the first quarter of 2018.
|
(2)
|
Includes a noncontrolling interest in Egypt for the 2019 and 2018 periods, and Altus for the 2019 period.
|
(3)
|
The operating income of U.S. and North Sea includes leasehold and unproved impairments totaling $21 million and $2 million, respectively, for the first quarter of 2019. The operating income of U.S. includes leasehold and unproved impairments totaling $16 million for the first quarter of 2018.
|
(4)
|
Included in Other are sales proceeds related to U.S. third-party purchased oil and gas totaling $24 million and $104 million for the periods ending March 31, 2019 and 2018, respectively, which are determined to be revenue from customers.
|
(5)
|
Intercompany balances are excluded from total assets.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
U.S. onshore equivalent production increased 27 percent from the first quarter of 2018, a reflection of the success of the Midland Basin drilling program and the commencement and continued production ramp-up at Alpine High.
|
•
|
First quarter equivalent production from the Permian region, which accounts for 85 percent of Apache’s total U.S. production, increased 36 percent from the first quarter of 2018, which was driven by continued production ramp-up at Alpine High and strong performance in the Midland Basin.
|
•
|
The Egypt region averaged 10 rigs and drilled 23 gross wells during the first quarter of 2019. Gross equivalent production increased 1 percent from the first quarter of 2018; however, net production decreased 5 percent due to the impact of lower recoverable costs on volumes as a result of the mechanics of the Company’s production sharing contracts. The region contributed $599 million of revenues during the first quarter of 2019.
|
•
|
The North Sea region averaged 3 rigs and drilled 5 gross wells during the first quarter of 2019. The region’s daily production increased 21 percent from the first quarter 2018, primarily the result of a development well coming online at the Callater field, production from the Garten field which came online in November 2018, and less downtime at the Beryl field as compared to the prior-year quarter.
|
•
|
The Company continues to progress its exploration efforts in Suriname. Apache will drill its first well on the 100 percent-owned Black 58 this year, extending the concession term through June 30, 2022. A drillship has been contracted, and the Company anticipates spudding the well around mid-year.
|
|
|
For the Quarter Ended March 31,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
|
|
$ Value
|
|
% Contribution
|
|
$ Value
|
|
% Contribution
|
||||||
|
|
($ in millions)
|
||||||||||||
Total Oil Revenues:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
496
|
|
|
38
|
%
|
|
$
|
553
|
|
|
40
|
%
|
Egypt (1)
|
|
514
|
|
|
39
|
%
|
|
569
|
|
|
41
|
%
|
||
North Sea
|
|
300
|
|
|
23
|
%
|
|
271
|
|
|
19
|
%
|
||
Total (1)
|
|
$
|
1,310
|
|
|
100
|
%
|
|
$
|
1,393
|
|
|
100
|
%
|
Total Natural Gas Revenues:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
123
|
|
|
52
|
%
|
|
$
|
110
|
|
|
49
|
%
|
Egypt (1)
|
|
81
|
|
|
34
|
%
|
|
88
|
|
|
40
|
%
|
||
North Sea
|
|
32
|
|
|
14
|
%
|
|
24
|
|
|
11
|
%
|
||
Total (1)
|
|
$
|
236
|
|
|
100
|
%
|
|
$
|
222
|
|
|
100
|
%
|
Total Natural Gas Liquids (NGL) Revenues:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
98
|
|
|
91
|
%
|
|
$
|
111
|
|
|
94
|
%
|
Egypt (1)
|
|
4
|
|
|
4
|
%
|
|
3
|
|
|
3
|
%
|
||
North Sea
|
|
6
|
|
|
5
|
%
|
|
4
|
|
|
3
|
%
|
||
Total (1)
|
|
$
|
108
|
|
|
100
|
%
|
|
$
|
118
|
|
|
100
|
%
|
Total Oil and Gas Revenues:
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
717
|
|
|
43
|
%
|
|
$
|
774
|
|
|
45
|
%
|
Egypt (1)
|
|
599
|
|
|
36
|
%
|
|
660
|
|
|
38
|
%
|
||
North Sea
|
|
338
|
|
|
21
|
%
|
|
299
|
|
|
17
|
%
|
||
Total (1)
|
|
$
|
1,654
|
|
|
100
|
%
|
|
$
|
1,733
|
|
|
100
|
%
|
(1)
|
Includes revenues attributable to a noncontrolling interest in Egypt.
|
|
|
For the Quarter Ended March 31,
|
|||||||
|
|
2019
|
|
Increase
(Decrease)
|
|
2018
|
|||
Oil Volume – b/d
|
|
|
|
|
|
|
|||
United States
|
|
108,778
|
|
|
9
|
%
|
|
99,747
|
|
Egypt(1)(2)
|
|
91,616
|
|
|
(4
|
)%
|
|
95,270
|
|
North Sea
|
|
54,528
|
|
|
18
|
%
|
|
46,348
|
|
Total
|
|
254,922
|
|
|
6
|
%
|
|
241,365
|
|
Natural Gas Volume – Mcf/d
|
|
|
|
|
|
|
|||
United States
|
|
744,307
|
|
|
52
|
%
|
|
488,544
|
|
Egypt(1)(2)
|
|
315,508
|
|
|
(8
|
)%
|
|
343,901
|
|
North Sea
|
|
56,892
|
|
|
39
|
%
|
|
41,039
|
|
Total
|
|
1,116,707
|
|
|
28
|
%
|
|
873,484
|
|
NGL Volume – b/d
|
|
|
|
|
|
|
|||
United States
|
|
58,864
|
|
|
15
|
%
|
|
51,284
|
|
Egypt(1)(2)
|
|
1,150
|
|
|
23
|
%
|
|
937
|
|
North Sea
|
|
1,823
|
|
|
56
|
%
|
|
1,168
|
|
Total
|
|
61,837
|
|
|
16
|
%
|
|
53,389
|
|
BOE per day(3)
|
|
|
|
|
|
|
|||
United States
|
|
291,693
|
|
|
25
|
%
|
|
232,456
|
|
Egypt(1)(2)
|
|
145,351
|
|
|
(5
|
)%
|
|
153,524
|
|
North Sea(4)
|
|
65,833
|
|
|
21
|
%
|
|
54,356
|
|
Total
|
|
502,877
|
|
|
14
|
%
|
|
440,336
|
|
(1)
|
Gross oil, natural gas, and NGL production in Egypt for the first quarter of 2019 and 2018 were as follows:
|
|
|
For the Quarter Ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Oil (b/d)
|
|
203,985
|
|
|
202,209
|
|
Natural Gas (Mcf/d)
|
|
755,715
|
|
|
758,275
|
|
NGL (b/d)
|
|
2,065
|
|
|
1,475
|
|
(2)
|
Includes production volumes per day attributable to a noncontrolling interest in Egypt for the first quarter of 2019 and 2018 of:
|
|
|
For the Quarter Ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Oil (b/d)
|
|
30,554
|
|
|
31,774
|
|
Natural Gas (Mcf/d)
|
|
105,412
|
|
|
114,913
|
|
NGL (b/d)
|
|
383
|
|
|
312
|
|
(3)
|
The table shows production on a barrel of oil equivalent basis (boe) in which natural gas is converted to an equivalent barrel of oil based on a 6:1 energy equivalent ratio. This ratio is not reflective of the price ratio between the two products.
|
(4)
|
Average sales volumes from the North Sea for the first quarter of 2019 and 2018 were 63,176 boe/d and 53,695 boe/d, respectively. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.
|
|
|
For the Quarter Ended March 31,
|
|||||||||
|
|
2019
|
|
Increase
(Decrease) |
|
2018
|
|||||
Average Oil Price - Per barrel
|
|
|
|
|
|
|
|||||
United States
|
|
$
|
50.70
|
|
|
(18
|
)%
|
|
$
|
61.76
|
|
Egypt
|
|
62.35
|
|
|
(6
|
)%
|
|
66.30
|
|
||
North Sea
|
|
64.15
|
|
|
(3
|
)%
|
|
65.87
|
|
||
Total
|
|
57.70
|
|
|
(10
|
)%
|
|
64.34
|
|
||
Average Natural Gas Price - Per Mcf
|
|
|
|
|
|
|
|||||
United States
|
|
$
|
1.83
|
|
|
(27
|
)%
|
|
$
|
2.49
|
|
Egypt
|
|
2.85
|
|
|
—
|
|
|
2.85
|
|
||
North Sea
|
|
6.24
|
|
|
(5
|
)%
|
|
6.60
|
|
||
Total
|
|
2.34
|
|
|
(17
|
)%
|
|
2.82
|
|
||
Average NGL Price - Per barrel
|
|
|
|
|
|
|
|||||
United States
|
|
$
|
18.47
|
|
|
(23
|
)%
|
|
$
|
24.02
|
|
Egypt
|
|
37.66
|
|
|
4
|
%
|
|
36.19
|
|
||
North Sea
|
|
40.60
|
|
|
(5
|
)%
|
|
42.82
|
|
||
Total
|
|
19.49
|
|
|
(21
|
)%
|
|
24.65
|
|
|
|
For the Quarter Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Lease operating expenses
|
|
$
|
365
|
|
|
$
|
349
|
|
Gathering, processing, and transmission
|
|
88
|
|
|
86
|
|
||
Taxes other than income
|
|
51
|
|
|
55
|
|
||
Exploration
|
|
69
|
|
|
76
|
|
||
General and administrative
|
|
123
|
|
|
114
|
|
||
Transaction, reorganization, and separation
|
|
4
|
|
|
—
|
|
||
Depreciation, depletion, and amortization:
|
|
|
|
|
||||
Oil and gas property and equipment
|
|
607
|
|
|
518
|
|
||
GPT assets
|
|
23
|
|
|
19
|
|
||
Other assets
|
|
16
|
|
|
16
|
|
||
Asset retirement obligation accretion
|
|
27
|
|
|
27
|
|
||
Financing costs, net
|
|
97
|
|
|
99
|
|
|
|
For the Quarter Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Third-party processing and transmission costs
|
|
$
|
72
|
|
|
$
|
75
|
|
Midstream service affiliate costs
|
|
33
|
|
|
12
|
|
||
Upstream processing and transmission costs
|
|
105
|
|
|
87
|
|
||
Midstream operating expenses
|
|
16
|
|
|
11
|
|
||
Intersegment eliminations
|
|
(33
|
)
|
|
(12
|
)
|
||
Total GPT costs
|
|
$
|
88
|
|
|
$
|
86
|
|
|
|
For the Quarter Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Unproved leasehold impairments
|
|
$
|
23
|
|
|
$
|
16
|
|
Dry hole expense
|
|
10
|
|
|
20
|
|
||
Geological and geophysical expense
|
|
19
|
|
|
18
|
|
||
Exploration overhead and other
|
|
17
|
|
|
22
|
|
||
|
|
$
|
69
|
|
|
$
|
76
|
|
|
|
For the Quarter Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Interest expense
|
|
$
|
107
|
|
|
$
|
112
|
|
Amortization of deferred loan costs
|
|
2
|
|
|
5
|
|
||
Capitalized interest
|
|
(8
|
)
|
|
(12
|
)
|
||
Interest income
|
|
(4
|
)
|
|
(6
|
)
|
||
Financing costs, net
|
|
$
|
97
|
|
|
$
|
99
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Sources of Cash and Cash Equivalents:
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
$
|
598
|
|
|
$
|
615
|
|
Proceeds from sale of oil and gas properties
|
|
9
|
|
|
9
|
|
||
Commercial paper
|
|
159
|
|
|
—
|
|
||
Other
|
|
29
|
|
|
—
|
|
||
|
|
795
|
|
|
624
|
|
||
Uses of Cash and Cash Equivalents:
|
|
|
|
|
||||
Capital expenditures(1)
|
|
$
|
848
|
|
|
$
|
865
|
|
Leasehold and property acquisitions
|
|
15
|
|
|
12
|
|
||
Altus equity method interests
|
|
118
|
|
|
—
|
|
||
Payments on fixed-rate debt
|
|
—
|
|
|
150
|
|
||
Dividends paid
|
|
94
|
|
|
95
|
|
||
Distributions to noncontrolling interest - Egypt
|
|
107
|
|
|
69
|
|
||
Other
|
|
—
|
|
|
24
|
|
||
|
|
1,182
|
|
|
1,215
|
|
||
Decrease in cash and cash equivalents
|
|
$
|
(387
|
)
|
|
$
|
(591
|
)
|
(1)
|
The table presents capital expenditures on a cash basis; therefore, the amounts may differ from those discussed elsewhere in this document, which include accruals.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(In millions)
|
||||||
Cash and cash equivalents
|
|
$
|
327
|
|
|
$
|
714
|
|
Total debt
|
|
8,433
|
|
|
8,244
|
|
||
Equity
|
|
8,609
|
|
|
8,812
|
|
||
Available committed borrowing capacity
|
|
3,837
|
|
|
3,857
|
|
||
Available committed borrowing capacity - Altus
|
|
450
|
|
|
450
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 6.
|
EXHIBITS
|
3.1
|
–
|
|
3.2
|
–
|
|
3.3
|
–
|
|
10.1
|
–
|
|
10.2
|
–
|
|
*31.1
|
–
|
|
*31.2
|
–
|
|
*32.1
|
–
|
|
*101.SCH
|
–
|
XBRL Taxonomy Schema Document.
|
*101.CAL
|
–
|
XBRL Calculation Linkbase Document.
|
*101.DEF
|
–
|
XBRL Definition Linkbase Document.
|
*101.LAB
|
–
|
XBRL Label Linkbase Document.
|
*101.PRE
|
–
|
XBRL Presentation Linkbase Document.
|
*
|
Filed herewith
|
|
|
|
APACHE CORPORATION
|
|
|
|
|
Dated:
|
May 2, 2019
|
|
/s/ STEPHEN J. RINEY
|
|
|
|
Stephen J. Riney
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Dated:
|
May 2, 2019
|
|
/s/ REBECCA A. HOYT
|
|
|
|
Rebecca A. Hoyt
|
|
|
|
Senior Vice President, Chief Accounting Officer, and Controller
|
|
|
|
(Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Apache Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ John J. Christmann IV
|
|
John J. Christmann IV
|
|
Chief Executive Officer and President
|
|
(principal executive officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Apache Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Stephen J. Riney
|
|
Stephen J. Riney
|
|
Executive Vice President and Chief Financial Officer
|
|
(principal financial officer)
|
|
/s/ John J. Christmann IV
|
|
||
By:
|
|
John J. Christmann IV
|
|
Title:
|
|
Chief Executive Officer and President
|
|
|
|
(principal executive officer)
|
|
/s/ Stephen J. Riney
|
|
||
By:
|
|
Stephen J. Riney
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(principal financial officer)
|
|