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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-40144

APA CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						86-1430562
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (713) 296-6000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.625 par value			APA			Nasdaq Global Select Market

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒


Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2021			$	8,176,506,326
Number of shares of registrant’s common stock outstanding as of January 31, 2022			346,776,379

Documents Incorporated By Reference

Portions of the registrant’s definitive proxy statement relating to the registrant’s 2022 annual meeting of stockholders are incorporated by reference in Part II and Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS


Item		Page

	PART I

1.	BUSINESS	1
1A.	RISK FACTORS	19
1B.	UNRESOLVED STAFF COMMENTS	33
2.	PROPERTIES	1
3.	LEGAL PROCEEDINGS	33
4.	MINE SAFETY DISCLOSURES	33

	PART II

5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	34
6.	SELECTED FINANCIAL DATA	35
7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	57
8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	58
9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	58
9A.	CONTROLS AND PROCEDURES	59
9B.	OTHER INFORMATION	59
9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	59

	PART III

10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	60
11.	EXECUTIVE COMPENSATION	60
12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	60
13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	60
14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	60

	PART IV

15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	61
16.	FORM 10-K SUMMARY	64

FORWARD-LOOKING STATEMENTS AND RISKS

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts included or incorporated by reference in this Annual Report on Form 10-K, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the Company’s examination of historical operating trends, the information that was used to prepare its estimate of proved reserves as of December 31, 2021, and other data in the Company’s possession or available from third parties. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “continue,” “seek,” “guidance,” “might,” “outlook,” “possibly,” “potential,” “prospect,” “should,” “would,” or similar terminology, but the absence of these words does not mean that a statement is not forward looking. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable under the circumstances, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, its assumptions about:

the scope, duration, and reoccurrence of any epidemics or pandemics (including, specifically, the coronavirus disease 2019 (COVID-19) pandemic and any related variants) and the actions taken by third parties, including, but not limited to, governmental authorities, customers, contractors, and suppliers, in response to such epidemics or pandemics;
the mandate, availability, and effectiveness of vaccine programs and therapeutics related to the treatment of COVID-19;
the market prices of oil, natural gas, natural gas liquids (NGLs), and other products or services;
the Company’s commodity hedging arrangements;
the supply and demand for oil, natural gas, NGLs, and other products or services;
production and reserve levels;
drilling risks;
economic and competitive conditions;
the availability of capital resources;
capital expenditures and other contractual obligations;
currency exchange rates;
weather conditions;
inflation rates;
the availability of goods and services;
the impact of political pressure and the influence of environmental groups and other stakeholders on decisions and policies related to the industries in which the Company and its affiliates operate;
legislative, regulatory, or policy changes, including initiatives addressing the impact of global climate change or further regulating hydraulic fracturing, methane emissions, flaring, or water disposal;
the Company’s performance on environmental, social, and governance measures;
terrorism or cyberattacks;
the occurrence of property acquisitions or divestitures;
the integration of acquisitions;
the Company’s ability to access the capital markets;
market-related risks, such as general credit, liquidity, and interest-rate risks;
the Company’s expectations with respect to the new operating structure implemented pursuant to the Holding Company Reorganization (as defined in the Notes to the Company’s Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K) and the associated disclosure implications; and

other factors disclosed under Items 1 and 2—Business and Properties—Estimated Proved Reserves and Future Net Cash Flows, Item 1A—Risk Factors, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A—Quantitative and Qualitative Disclosures About Market Risk and elsewhere in this Annual Report on Form 10-K.

Other factors or events that could cause the Company’s actual results to differ materially from the Company’s expectations may emerge from time to time, and it is not possible for the Company to predict all such factors or events. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as required by law, the Company disclaims any obligation to update or revise these statements, whether based on changes in internal estimates or expectations, new information, future developments, or otherwise.

DEFINITIONS

All defined terms under Rule 4-10(a) of Regulation S-X shall have their statutorily prescribed meanings when used in this Annual Report on Form 10-K. As used herein:

“3-D” means three-dimensional.

“4-D” means four-dimensional.

“b/d” means barrels of oil or NGLs per day.

“bbl” or “bbls” means barrel or barrels of oil or NGLs.

“bcf” means billion cubic feet of natural gas.

“bcf/d” means one bcf per day.

“boe” means barrel of oil equivalent, determined by using the ratio of one barrel of oil or NGLs to six Mcf of gas.

“boe/d” means boe per day.

“Btu” means a British thermal unit, a measure of heating value.

“Liquids” means oil and NGLs.

“LNG” means liquefied natural gas.

“Mb/d” means Mbbls per day.

“Mbbls” means thousand barrels of oil or NGLs.

“Mboe” means thousand boe.

“Mboe/d” means Mboe per day.

“Mcf” means thousand cubic feet of natural gas.

“Mcf/d” means Mcf per day.

“MMbbls” means million barrels of oil or NGLs.

“MMboe” means million boe.

“MMBtu” means million Btu.

“MMBtu/d” means MMBtu per day.

“MMcf” means million cubic feet of natural gas.

“MMcf/d” means MMcf per day.

“NGL” or “NGLs” means natural gas liquids, which are expressed in barrels.

“NYMEX” means New York Mercantile Exchange.

“oil” includes crude oil and condensate.

“PUD” means proved undeveloped.

“SEC” means the United States Securities and Exchange Commission.

“Tcf” means trillion cubic feet of natural gas.

“U.K.” means United Kingdom.

“U.S.” means United States.

With respect to information relating to the Company’s working interest in wells or acreage, “net” oil and gas wells or acreage is determined by multiplying gross wells or acreage by the Company’s working interest therein. Unless otherwise specified, all references to wells and acres are gross.

iii

References to “APA,” the “Company,” “we,” “us,” and “our” refer to APA Corporation and its consolidated subsidiaries, including Apache Corporation, unless otherwise specifically stated. References to “Apache” refer to Apache Corporation, the Company’s wholly owned subsidiary, and its consolidated subsidiaries, unless otherwise specifically stated.

iii

PART I


ITEMS 1 and 2.			BUSINESS AND PROPERTIES

GENERAL

APA Corporation (APA or the Company), is an independent energy company that explores for, develops, and produces natural gas, crude oil, and NGLs. The Company’s upstream business currently has exploration and production operations in three geographic areas: the U.S., Egypt, and offshore the U.K. in the North Sea (North Sea). APA also has active exploration and appraisal operations ongoing in Suriname, as well as interests in other international locations that may, over time, result in reportable discoveries and development opportunities. The Company’s midstream business (Altus Midstream) is operated by Altus Midstream Company (Nasdaq: ALTM) through its subsidiary Altus Midstream LP (collectively, Altus). Altus owns, develops, and operates a midstream energy asset network in the Permian Basin of West Texas.

On March 1, 2021, Apache Corporation completed a holding company reorganization (the Holding Company Reorganization), pursuant to which, Apache Corporation became a direct, wholly owned subsidiary of APA Corporation, and all of Apache Corporation’s outstanding shares were automatically converted into equivalent corresponding shares of APA. Pursuant to the Holding Company Reorganization, APA became the successor issuer to Apache Corporation pursuant to Rule 12g-3(a) under the Exchange Act and replaced Apache Corporation as the public company trading on the Nasdaq Global Select Market (Nasdaq) under the ticker symbol “APA.” The Holding Company Reorganization modernized the Company’s operating and legal structure to more closely align with its growing international presence, making it more consistent with other companies that have subsidiaries operating around the globe.

The Company’s common stock, par value $0.625 per share, is listed on the Nasdaq. Through the Company’s website, www.apacorp.com, you can access, free of charge, electronic copies of the charters of the committees of its board of directors (Board of Directors), other documents related to corporate governance (including the Code of Business Conduct and Ethics and APA’s Corporate Governance Principles), and documents the Company files with the SEC, including the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Included in the Company’s annual and quarterly reports are the certifications of its principal executive officer and its principal financial officer that are required by applicable laws and regulations. Access to these electronic filings is available as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC. You may also request printed copies of the Company’s corporate charter, bylaws, committee charters, or other governance documents free of charge by writing to the Company’s corporate secretary at the address on the cover of this Annual Report on Form 10-K. The Company’s reports filed with the SEC are made available on its website at www.sec.gov. From time to time, the Company also posts announcements, updates, and investor information on its website in addition to copies of all recent press releases. Information on the Company’s website or any other website is not incorporated by reference into, and does not constitute a part of, this Annual Report on Form 10-K.

Certain properties referred to herein may be held by subsidiaries of APA Corporation.

BUSINESS STRATEGY

OUR PURPOSE

APA believes energy underpins global progress, and the Company wants to be a part of the conversation and solution as society works to meet growing global demand for reliable and affordable energy. Today, the world faces a dual challenge: To meet growing demand for energy and to do so in a cleaner, more sustainable way. APA believes society can accomplish both, and strives to meet those challenges while creating value for all its stakeholders.

OUR VISION

To be the premier exploration and production company, contributing to global progress by helping meet the world’s energy needs.

OUR CORE VALUES

Safety is not negotiable and will not be compromised.
Conduct business with honesty and integrity.
We derive benefit from the Earth and take our environmental responsibility seriously.
Treat stakeholders with respect and dignity.
Invest in our greatest asset: our people.
Expect top performance and innovation.
Seek relentless improvement in all facets.
Drive to succeed with a sense of urgency.
Foster a contrarian spirit.

APA maintains a diversified asset portfolio, including conventional and unconventional, onshore and offshore, exploration and production interests. In the U.S., APA operations are primarily focused in the Permian Basin of West Texas and Eastern New Mexico, with additional operations located in the Eagle Ford shale and Austin Chalk areas of Southeast Texas, offshore in the Gulf of Mexico, and along the Gulf Coast. Internationally, the Company has conventional onshore assets in Egypt’s Western Desert, offshore assets on the U.K.’s Continental Shelf, an offshore appraisal and exploration program in Suriname, and an offshore exploration block in the Dominican Republic.

Rigorous management of the Company’s asset portfolio plays a key role in optimizing shareholder value over the long term. Over the past several years, APA has entered into a series of transactions that have upgraded its portfolio of assets, enhanced its capital allocation process to further optimize investment returns, and increased focus on internally generated exploration with full-cycle, returns-focused growth. Management actively reviews certain non-strategic assets for opportunities, which include potential monetization of legacy properties and other non-core leasehold positions.

During 2021, the Company made significant progress on key aspects of its portfolio. Specifically, the Company refreshed the economic foundation for its business in Egypt with the announcement of the ratification of a modernized production-sharing contract (PSC) with the Egyptian Ministry of Petroleum and the Egyptian General Petroleum Corporation (EGPC). The new PSC consolidates the majority of the Company’s gross acreage and production in Egypt into a single concession and refreshes existing development and exploration lease terms. The modernized PSC incentivizes increased investment and production growth and places Egypt at the top of many attractive investment opportunities in APA’s global portfolio.

In October 2021, Altus Midstream Company (ALTM) announced that it will combine with privately owned BCP Raptor Holdco LP (BCP) in an all-stock transaction, and APA’s ownership in ALTM will be reduced from approximately 79 percent to approximately 20 percent. Reducing APA’s interest in Altus to a minority position will have a number of benefits to APA shareholders, including simplification of its financial reporting and enhanced comparability with its upstream-only peers, while maintaining a noncontrolling interest in future growth opportunities.

The global economy and the energy industry have been deeply impacted by the effects of the coronavirus disease 2019 (COVID-19) pandemic and related governmental actions. Uncertainty in the commodity and financial markets since early 2020 continue to impact oil supply and demand. Despite these uncertainties, the Company remains committed to its longer-term objectives: (1) to maintain a balanced asset portfolio, including advancement of ongoing exploration and appraisal activities offshore Suriname; (2) to invest for long-term returns over production growth; and (3) to budget conservatively to generate cash flow in excess of its upstream exploration, appraisal, and development capital program that can be directed to debt reduction, share repurchases, and return of capital to its stakeholders. The Company continues to aggressively manage its cost structure regardless of the oil price environment and closely monitors hydrocarbon pricing fundamentals to reallocate capital as part of its ongoing planning process.

For a more in-depth discussion of the Company’s 2021 results, divestitures, strategy, and its capital resources and liquidity, please see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.

BUSINESS OVERVIEW

The following business overview further describes the operations and activities for the Company’s upstream exploration and production properties, by geographic region, and Altus Midstream.

UPSTREAM EXPLORATION AND PRODUCTION

Operating Areas

APA has exploration and production operations in three geographic areas: the U.S., Egypt, and offshore the U.K. in the North Sea. APA also has active exploration and appraisal operations ongoing in Suriname, as well as interests in other international locations that may, over time, result in reportable discoveries and development opportunities.

The following table sets out a brief comparative summary of certain key 2021 data for each of the Company’s operating areas. Additional data and discussion are provided in Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.


	Production	Percentage of Total Production		Production Revenue		Year-End Estimated Proved Reserves	Percentage of Total Estimated Proved Reserves		Gross Wells Drilled	Gross Productive Wells Drilled
	(In MMboe)			(In millions)		(In MMboe)
United States	83.7	59	%	$	3,277	617	68	%	102	102
Egypt(1)	41.9	30	%	2,085		197	21	%	54	39
North Sea(2)	16.0	11	%	1,136		99	11	%	6	4
Other International	—	—		—		—	—		4	—
Total	141.6	100	%	$	6,498	913	100	%	166	145

(1)The Company’s operations in Egypt, excluding the impacts of a one-third noncontrolling interest, contributed 22 percent of 2021 production and accounted for 16 percent of year-end estimated proved reserves.

(2)Sales volumes from the Company’s North Sea assets for 2021 were 16.1 MMboe. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.

United States

In 2021, the Company’s U.S. upstream oil and gas operations contributed approximately 59 percent of production and 68 percent of estimated year-end proved reserves, consistent with prior years. APA has access to significant liquid hydrocarbons across its 3.8 million gross acres (1.8 million net acres) in the U.S., 75 percent of which are undeveloped.

The Company’s U.S. assets are primarily located in the Permian Basin in West Texas and New Mexico, including the Permian sub-basins: Midland Basin, Central Basin Platform/Northwest Shelf, and Delaware Basin. Examples of shale plays being developed within these sub-basins include the Woodford, Barnett, Pennsylvanian, Cline, Wolfcamp, Bone Spring, and Spraberry. APA is one of the largest operators in the Permian Basin, operating approximately 6,000 gross oil and gas wells across its acreage, with additional interests in more than 3,000 non-operated wells. Of note, approximately six percent of the Company’s net acreage position in the Permian Basin is on federal onshore lands. APA also has operations located in the Eagle Ford shale and Austin Chalk areas of Southeast Texas, offshore in the Gulf of Mexico, and along the Gulf Coast in South Texas and Louisiana.

Highlights of the Company’s operations in the U.S. include:

Southern Midland Basin APA holds approximately 332,000 gross acres (238,000 net acres) in the Southern Midland Basin. During 2021, the Company averaged one rig targeting oil plays in the Wolfcamp and Spraberry formations, drilling 49 gross development wells in this basin with a 100 percent success rate.
Delaware Basin APA holds approximately 267,000 gross acres (134,000 net acres) in the Delaware Basin, including opportunities in the Bone Spring and other formations of Eastern New Mexico and bordering West Texas, and the Alpine High play in the Southern portion of the Permian Basin, primarily in Reeves County, Texas. During 2021, the Company focused on completing wells drilled from previous years and completed 27 gross development wells.
Legacy Assets APA holds approximately 3.2 million gross acres (1.5 million net acres) in legacy properties, of which 1.1 million gross acres are in the offshore waters of the Gulf of Mexico. Legacy onshore properties are located primarily in the Eagle Ford shale and Austin Chalk areas of Southeast Texas. The Company participated in drilling 14 gross non-operated development wells in these areas during 2021. The Company also initiated a targeted drilling program on its Austin Chalk acreage where it will continue to evaluate and high-grade inventory opportunities. Consistent with the Company’s broader portfolio management efforts, certain non-strategic leasehold positions on its legacy acreage holdings during the year were divested, primarily in the Central Basin Platform subbasin of the Permian Basin, and additional monetization opportunities are continuing to be evaluated.
New Venture Assets APA separately has undeveloped acreage positions across several states where it intends to pursue exploration interests and potential development opportunities over time.
During the fourth quarter of 2021, the Company announced that it has ended routine flaring in its U.S. onshore operations, achieving one of its announced 2021 environmental, social and governance (ESG) goals, three months ahead of schedule.

With the improvement in commodity prices, the Company is returning to a modest level of activity in the U.S. After halting all drilling and completion activity for most of 2020, in early 2021 the Company re-activated one rig in the Permian Basin and one rig in the Austin Chalk. A second rig was added in the Permian Basin in late June 2021. For 2022, the Company will continue to budget its capital program at levels to fund activity necessary to offset inherent declines in production and proved oil and natural gas reserves. Future rig activity levels and drilling targets will be dependent on the success of the Company’s drilling program and its ability to add reserves economically.

U.S. Marketing In general, most of the Company’s U.S. natural gas production is sold at either monthly or daily index-based prices. The tenor of the Company’s sales contracts span from daily to multi-year transactions. Natural gas is sold to a variety of customers that include local distribution, utility, and midstream companies as well as end-users, marketers, and integrated major oil companies. APA strives to maintain a diverse client portfolio, which is intended to reduce the concentration of credit risk. The Company predominantly sells its natural gas production within the U.S., including to U.S. LNG export facilities, although a portion may be sold to markets in Mexico.

APA primarily markets its U.S. crude oil production to integrated major oil companies, marketing and transportation companies, and refiners based on West Texas Intermediate (WTI) pricing indices (e.g. WTI Houston, West Texas Sour (WTS), or WTI Midland) and some predominately Brent related international pricing indices, adjusted for quality, transportation, and a market-reflective differential. The Company’s objective is to maximize the value of crude oil sold by identifying the best markets and most economical transportation routes available to move the product. Sales contracts are generally 30-day evergreen contracts that renew automatically until canceled by either party. These contracts provide for sales that are priced daily at prevailing market prices. Also, from time to time, the Company will enter into physical term sales contracts. These term contracts typically have a firm transportation commitment and often provide an opportunity for higher than prevailing market prices.

APA’s U.S. NGL production is sold under contracts with prices based on Gulf Coast supply and demand conditions, less the costs for transportation and fractionation, or on a weighted-average sales price received by the purchaser.

U.S. Delivery Commitments The Company has long-term delivery commitments for natural gas and crude oil that require APA to deliver an average of 251 Bcf of natural gas per year for the period from 2022 through 2029 at variable, market-based pricing and deliver an average of 6.4 MMbbls of crude oil per year from 2022 through 2025 at variable, market-based pricing.

APA currently expects to fulfill its delivery commitments with production from its proved reserves, production from continued development and/or spot market purchases as necessary. APA may also enter into contractual arrangements to reduce its delivery commitments. The Company has not experienced any significant constraints in satisfying the committed quantities required by its delivery commitments.

For more information regarding the Company’s commitments, please see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Contractual Obligations of this Annual Report on Form 10-K.

International

In 2021, international assets contributed 41 percent of APA’s production and 50 percent of oil and gas revenues. Approximately 32 percent of estimated proved reserves at year-end were located outside the U.S.

APA has two international locations with ongoing development and production operations:

Egypt, which includes onshore conventional assets located in Egypt’s Western Desert; and
the North Sea, which includes offshore assets based in the U.K.

The Company also has an active offshore exploration program and appraisal operations ongoing in Suriname and an offshore exploration block in the Dominican Republic.

Egypt APA has 26 years of exploration, development and operations experience in Egypt and is one of the largest acreage holders in Egypt’s Western Desert. At year-end 2021, the Company held 5.3 million gross acres in Egypt in six separate concessions, but primarily held in a new, single concession that resulted from the ratification of a modernized production sharing contract (PSC) with the Egyptian government, as more fully described below. Development leases within concessions currently have expiration dates ranging from 1 to 20 years, with extensions possible for additional commercial discoveries or on a negotiated basis. Approximately 68 percent of the Company’s gross acreage in Egypt is undeveloped, providing APA with considerable exploration and development opportunities for the future.

APA’s Egypt operations are conducted pursuant to PSCs. Under the terms of the Company’s PSCs, the Company is the contractor partner (Contractor) with Egyptian General Petroleum Corporation (EGPC) and bears the risk and cost of exploration, development, and production activities. In return, if exploration is successful, the Contractor receives entitlement to variable physical volumes of hydrocarbons, representing recovery of the costs incurred and a stipulated share of production after cost recovery. Additionally, the Contractor’s income taxes, which remain the liability of the Contractor under domestic law, are paid by EGPC on behalf of the Contractor out of EGPC’s production entitlement. Income taxes paid to the Arab Republic of Egypt on behalf of the Contractor are recognized as oil and gas sales revenue and income tax expense and are reflected as production and estimated reserves. Because Contractor cost recovery entitlement and income taxes paid on its behalf are determined as a monetary amount, the quantities of production entitlement and estimated reserves attributable to these monetary amounts will fluctuate with commodity prices. In addition, because the Contractor income taxes are paid by EGPC, the amount of the income tax has no economic impact on the Company’s Egypt operations despite impacting the Company’s production and reserves.

On December 27, 2021, the Company announced the ratification of a modernized PSC with EGPC having an effective date of April 1, 2021. The new PSC consolidates 98 percent of gross acreage and 90 percent of gross production into a single concession and refreshes the existing development lease terms for 20 years and exploration leases for 5 years. The consolidated concession has a single cost recovery pool to provide improved access to cost recovery, a fixed 40 percent cost recovery limit, and a fixed profit-sharing rate of 30 percent for all the Company’s production covered under the new concession. The APA subsidiary that became the sole Contractor under the PSC is owned by an APA-operated joint venture owned two-thirds by the Company and one-third by Sinopec International Petroleum Exploration and Production Corporation (Sinopec).

The Company’s estimated proved reserves in Egypt are reported under the economic interest method and exclude the host country’s share of reserves. Through the joint venture, Sinopec holds a one-third minority participation interest in the Company’s oil and gas operations in Egypt. The Company’s Egypt assets, including the one-third noncontrolling interest, contributed 30 percent of 2021 production and 21 percent of year-end estimated proved reserves. Excluding the impacts of the noncontrolling interest, Egypt contributed 22 percent of 2021 production and 16 percent of year-end estimated proved reserves.

In 2021, the Company drilled 30 gross development and 24 gross exploration wells in Egypt. A key component of the Company’s success has been the ability to acquire and evaluate 3-D seismic surveys that enable the Company’s technical teams to consistently high-grade existing prospects and identify new targets across multiple pay horizons in the Cretaceous, Jurassic, and deeper Paleozoic formations. The Company has completed seismic surveys covering over 3 million acres to date and continues to build and enhance its drilling inventory in Egypt, supplemented with recent seismic acquisitions and new play concept evaluations, on both new and existing acreage.

For 2022, the Company plans to increase activity to a 15 rig drilling program for the year and increase well completions by approximately three times compared to 2021 with a goal of growing gross oil production 13 to 15 percent.

North Sea The Company has interests in approximately 494,000 gross acres in the U.K. North Sea. These assets contributed 11 percent of the Company’s 2021 production and approximately 11 percent of year-end estimated proved reserves.

The Company entered the North Sea in 2003 after acquiring an approximate 97 percent working interest in the Forties field (Forties). Since acquiring Forties, the Company has actively invested in these assets and has established a large inventory of drilling prospects through successful exploration programs and the interpretation of 4-D seismic. Building upon its success in Forties, in 2011 the Company acquired Mobil North Sea Limited, providing the Company with additional exploration and development opportunities in the North Sea across numerous fields, including operated interests in the Beryl, Ness, Nevis, Nevis South, Skene, and Buckland fields and a non-operated interest in the Maclure field. The Company also has a non-operated interest in the Nelson field acquired in 2011. The Beryl field, which is a geologically complex area with multiple fields and stacked pay potential, provides for significant exploration opportunity. The North Sea assets play a strategic role in APA’s portfolio by providing competitive investment opportunities and potential reserve upside with high-impact exploration potential, near existing infrastructure.

During 2021, the Company averaged two rigs in the North Sea and drilled 4 gross development and two gross exploration wells. Production was significantly impacted by compressor downtime, extended platform turnaround work, and third-party outage during 2021.

In 2022, the expected capital program for the North Sea remains relatively unchanged from the prior year with one floating rig and one platform crew.

International Marketing The Company’s natural gas production in Egypt is sold to EGPC primarily under an industry-pricing formula, a sliding scale based on Dated Brent crude oil with a minimum of $1.50 per MMBtu and a maximum of $2.65 per MMBtu, plus an upward adjustment for liquids content. Crude oil production is sold to third parties in the export market or to EGPC when called upon to supply domestic demand. Oil production sold to third parties is sold and exported from one of two terminals on the Northern coast of Egypt. Oil production sold to EGPC is sold at prices related to the export market*.*

The Company’s North Sea crude oil production is sold under term, entitlement volume contracts and spot variable volume contracts with a market-based index price plus a differential to capture the higher market value under each type of arrangement. Natural gas from the Beryl field is processed through the Scottish Area Gas Evacuation (SAGE) gas plant, operated by Ancala Midstream Acquisitions Limited. Natural 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 condensate mix from the SAGE plant is processed further downstream. The split streams of propane, butane, and condensate are sold separately on a monthly entitlement basis at the Braefoot Bay terminal using index pricing less transportation.

Other Exploration

New Ventures APA’s international New Ventures team provides exposure to new growth opportunities by looking outside of the Company’s traditional core areas and targeting higher-risk, higher-reward exploration opportunities located in frontier basins as well as new plays in more mature basins.

In December 2019, the Company entered into a joint venture agreement with TotalEnergies (formerly Total S.A.) to explore and develop Block 58 offshore Suriname. The Company holds a 50 percent working interest in Block 58, which comprises approximately 1.4 million gross acres in water depths ranging from less than 100 meters to more than 2,100 meters. Starting in late 2019 and throughout 2020, the Company drilled the first three wells in the block, the Maka Central-1, Sapakara West-1, and Kwaskwasi-1, all of which successfully tested for the presence of hydrocarbons in multiple stacked targets in the upper Cretaceous-aged Campanian and Santonian intervals, encountering both oil and gas condensate.

In January 2021, APA and TotalEnergies announced the fourth consecutive discovery in Block 58 at Keskesi East-1, which confirmed oil in the eastern portion of the block. In accordance with the joint venture agreement, the Company transferred operatorship of Block 58 to TotalEnergies on January 1, 2021. TotalEnergies holds a 50 percent working interest in Block 58 as the operator, with an active appraisal and exploration program budgeted for 2022.

The Company is also a 45 percent working interest holder in Suriname on Block 53, where technical work completed in 2021 has led to the resumption of exploration activities. An exploration well is planned for early 2022 with partners CEPSA and Petronas who have a 25 percent and 30 percent working interest, respectively.

APA also holds an offshore exploration block in the Dominican Republic.

Drilling Statistics

Worldwide in 2021, APA drilled or participated in drilling 166 gross wells, with 145 wells (87 percent) completed as producers. Historically, APA’s drilling activities in the U.S. have generally concentrated on exploitation and extension of existing producing fields rather than exploration. As a general matter, the Company’s operations outside of the U.S. focus on a mix of exploration and development wells. In addition to wells completed, at year-end a number of wells had not yet reached completion: 53 gross (41.7 net) in the U.S., 22 gross (22.0 net) in Egypt, 1 gross (1 net) in the North Sea, and 1 gross (0.5 net) in Suriname.

The following table shows the results of the oil and gas wells drilled and completed for each of the last three fiscal years:


	Net Exploratory			Net Development			Total Net Wells
	Productive	Dry	Total	Productive	Dry	Total	Productive	Dry	Total
2021
United States	—	—	—	67.9	—	67.9	67.9	—	67.9
Egypt	10.0	14.0	24.0	28.5	1.0	29.5	38.5	15.0	53.5
North Sea	0.6	0.5	1.1	1.8	0.5	2.3	2.4	1.0	3.4
Other International	—	1.3	1.3	—	—	—	—	1.3	1.3
Total	10.6	15.8	26.4	98.2	1.5	99.7	108.8	17.3	126.1
2020
United States	—	—	—	46.3	0.8	47.1	46.3	0.8	47.1
Egypt	17.7	7.0	24.7	35.7	—	35.7	53.4	7.0	60.4
North Sea	0.6	1.0	1.6	4.2	0.6	4.8	4.8	1.6	6.4
Other International	—	1.5	1.5	—	—	—	—	1.5	1.5
Total	18.3	9.5	27.8	86.2	1.4	87.6	104.5	10.9	115.4
2019
United States	6.3	—	6.3	181.0	—	181.0	187.3	—	187.3
Egypt	8.5	13.5	22.0	37.2	1.5	38.7	45.7	15.0	60.7
North Sea	—	—	—	8.4	—	8.4	8.4	—	8.4

Total	14.8	13.5	28.3	226.6	1.5	228.1	241.4	15.0	256.4

Productive Oil and Gas Wells

The number of productive oil and gas wells, operated and non-operated, in which the Company had an interest as of December 31, 2021, is set forth below:


	Oil		Gas		Total
	Gross	Net	Gross	Net	Gross	Net
United States	8,862	5,309	957	663	9,819	5,972
Egypt	1,026	991	114	111	1,140	1,102
North Sea	164	121	13	8	177	129
Total	10,052	6,421	1,084	782	11,136	7,203

Domestic	8,862	5,309	957	663	9,819	5,972
Foreign	1,190	1,112	127	119	1,317	1,231
Total	10,052	6,421	1,084	782	11,136	7,203

Gross natural gas and crude oil wells include 494 wells with multiple completions.

Production, Pricing, and Lease Operating Cost Data

The following table describes, for each of the last three fiscal years, oil, NGL, and gas production volumes, average lease operating costs per boe (including transportation costs but excluding severance and other taxes), and average sales prices for each of the countries where the Company has operations:


	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)
2021
United States	27.4	24.2	192.5	$	8.37	$	67.37	$	27.85	$	3.92
Egypt(1)	25.7	0.2	96.2	11.48		70.33		48.84		2.81
North Sea(2)	13.2	0.4	14.1	26.12		69.67		54.30		12.96
Total	66.3	24.8	302.8	11.31		68.97		28.48		3.99
2020
United States	32.3	27.1	205.6	$	7.39	$	37.42	$	11.21	$	1.22
Egypt(1)	27.6	0.3	100.4	10.35		39.95		27.83		2.79
North Sea(2)	18.4	0.7	21.0	15.60		42.88		29.73		3.19
Total	78.3	28.1	327.0	9.37		39.60		11.84		1.83
2019
United States	38.3	25.0	233.5	$	9.24	$	54.71	$	14.95	$	1.26
Egypt(1)	30.9	0.3	104.4	10.77		63.76		33.87		2.83
North Sea(2)	18.2	0.6	19.9	16.75		65.10		36.83		4.48
Total	87.4	25.9	357.8	10.62		60.05		15.74		1.90

(1)Includes production volumes attributable to a one-third noncontrolling interest in Egypt.

(2)Sales volumes from the Company’s North Sea assets for 2021, 2020, and 2019 were 16.1 MMboe, 22.7 MMboe, and 21.8 MMboe, respectively. Sales volumes may vary from production volumes as a result of the timing of liftings in the Beryl field.

Gross and Net Undeveloped and Developed Acreage

The following table summarizes the Company’s gross and net acreage position as of December 31, 2021:


	Undeveloped Acreage		Developed Acreage
	Gross Acres	Net Acres	Gross Acres	Net Acres
	(In thousands)
United States	2,862	1,278	947	568
Egypt	3,610	3,610	1,690	1,634
North Sea	309	290	185	139
Other International	2,934	1,737	—	—
Total	9,715	6,915	2,822	2,341

As of December 31, 2021, the Company held 636,000 net undeveloped acres that are scheduled to expire by year-end 2022 if production is not established or the Company takes no action to extend the terms. The Company also held 10,000 and 97,000 net undeveloped acres set to expire by year-end 2023 and 2024, respectively. The Company strives to extend the terms of many of these licenses and concession areas through operational or administrative actions but cannot assure that such extensions can be achieved on an economic basis or otherwise on terms agreeable to both the Company and third parties, including governments. No oil and gas reserves were recorded on this undeveloped acreage set to expire.

Exploration concessions in the Company’s Egypt asset were extended upon ratification of the modernized PSC with the EGPC, and no acreage is scheduled to expire over the next three years. The Company will continue to pursue acreage extensions and access to new concessions in areas in which it believes exploration opportunities exist.

Additionally, the Company has exploration interests in Block 53 and Block 58 offshore Suriname and offshore the Dominican Republic. Approximately 390,000 net undeveloped acres in Block 53 are set to expire in 2022 contingent on planned drilling activity. The Company also continues to assess, contract, and potentially explore undeveloped acreage positions in other international locations.

As of December 31, 2021, approximately 93 percent of U.S. net undeveloped acreage was held by production or owned as undeveloped mineral rights.

Estimated Proved Reserves and Future Net Cash Flows

Proved oil and gas reserves are those quantities of natural gas, crude oil, condensate, and NGLs, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Estimated proved developed oil and gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods. The Company reports all estimated proved reserves held under production-sharing arrangements utilizing the “economic interest” method, which excludes the host country’s share of reserves.

Estimated reserves that can be produced economically through application of improved recovery techniques are included in the “proved” classification when successful testing by a pilot project or the operation of an active, improved recovery program using reliable technology establishes the reasonable certainty for the engineering analysis on which the project or program is based. Economically producible means a resource that generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. Reasonable certainty means a high degree of confidence that the quantities will be recovered. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field-tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. In estimating its proved reserves, APA uses several different traditional methods that can be classified in three general categories: (1) performance-based methods; (2) volumetric-based methods; and (3) analogy with similar properties. The Company will, at times, utilize additional technical analysis, such as computer reservoir models, petrophysical techniques, and proprietary 3-D seismic interpretation methods, to provide additional support for more complex reservoirs. Information from this additional analysis is combined with traditional methods outlined above to enhance the certainty of the Company’s reserve estimates.

Proved undeveloped reserves include those reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Undeveloped reserves may be classified as proved reserves on undrilled acreage directly offsetting development areas that are reasonably certain of production when drilled, or where reliable technology provides reasonable certainty of economic producibility. Undrilled locations may be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless specific circumstances justify a longer time period.

The following table shows proved oil, NGL, and gas reserves as of December 31, 2021, based on average commodity prices in effect on the first day of each month in 2021, held flat for the life of the production, except where future oil and gas sales are covered by physical contract terms. The total column of this table shows reserves on a boe basis 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 current price ratio between the two products.


	Oil	NGL	Gas	Total
	(MMbbls)	(MMbbls)	(Bcf)	(MMboe)
Proved Developed:
United States	181	164	1,238	551
Egypt(1)	107	1	465	185
North Sea	77	2	76	92
Total	365	167	1,779	828
Proved Undeveloped:
United States	18	16	184	65
Egypt(1)	11	—	10	13
North Sea	6	—	7	7
Total	35	16	201	85
Total Proved	400	183	1,980	913

(1)Includes total proved developed and total proved undeveloped reserves of 62 MMboe and 4 MMboe, respectively, attributable to a one-third noncontrolling interest in Egypt.

As of December 31, 2021, the Company had total estimated proved reserves of 400 MMbbls of crude oil, 183 MMbbls of NGLs, and 2.0 Tcf of natural gas. Combined, these total estimated proved reserves are the volume equivalent of 913 million boe, of which liquids represents 64 percent. As of December 31, 2021, the Company’s proved developed reserves totaled 828 MMboe and estimated PUD reserves totaled 85 MMboe, or approximately 9 percent of worldwide total proved reserves. APA has elected not to disclose probable or possible reserves in this filing. The Company has one field that contains 15 percent or more of its total proved reserves for the years ended December 31, 2021 and 2020, and none in 2019.

During 2021, the Company added 102 MMboe of proved reserves through exploration and development activity. There were also upward revisions of previously estimated reserves of 107 MMboe. Upward revisions related to changes in product prices accounted for 85 MMboe. Engineering and performance upward revisions accounted for 22 MMboe, with the modernized PSC in Egypt resulting in an increase of 57 MMboe, partially offset by other downward revisions of 35 MMboe across all of the Company’s geographic areas of operations. The Company also sold 28 MMboe of proved reserves associated with U.S. divestitures, primarily related to the Permian Basin.

As previously discussed, in December 2021, the Egyptian government signed into law an agreement to modernize and consolidate a majority of the Company’s Egypt PSCs. The impact of the consolidated PSC to proved reserves based on the modernized terms is an estimated increase of 53 MMboe and 4 MMboe in developed and undeveloped reserves, respectively, and approximately $750 million in discounted future net cash flows. Approximately 96 percent of the Company’s Egypt reserves are now consolidated within the modernized PSC. These estimates include Sinopec’s noncontrolling interest in Egypt.

The Company’s estimates of proved reserves, proved developed reserves, and PUD reserves as of December 31, 2021, 2020, and 2019, changes in estimated proved reserves during the last three years, and estimates of future net cash flows from proved reserves are contained in Note 18—Supplemental Oil and Gas Disclosures (Unaudited) in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K. Estimated future net cash flows were calculated using a discount rate of 10 percent per annum, end of period costs, and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements.

Proved Undeveloped Reserves

The Company’s total estimated PUD reserves of 85 MMboe as of December 31, 2021, increased by 9 MMboe from 76 MMboe of PUD reserves reported at year end 2020. During the year, the Company converted 33 MMboe of PUD reserves to proved developed reserves through development drilling activity. In the U.S., the Company converted 28 MMboe, with the remaining 5 MMboe in its international areas. The Company sold 2 MMboe of PUD reserves in the U.S. and did not acquire any PUD reserves during the year. The Company added 63 MMboe of new PUD reserves through extensions and discoveries. Downward revisions totaled 19 MMboe, comprising 7 MMboe associated with engineering and interest revisions, 11 MMboe associated with revised development plans, and 1 MMboe associated with product prices.

During 2021, a total of approximately $213 million was spent on projects associated with proved undeveloped reserves. A portion of APA’s costs incurred each year relate to development projects that will convert undeveloped reserves to proved developed reserves in future years. During 2021, the Company spent approximately $174 million on PUD reserve development activity in the U.S. and $39 million in the international areas. As of December 31, 2021, the Company had no material amounts of proved undeveloped reserves scheduled to be developed beyond five years from initial disclosure.

Preparation of Oil and Gas Reserve Information

The Company’s reported reserves are reasonably certain estimates which, by their very nature, are subject to revision. These estimates are reviewed throughout the year and revised either upward or downward, as warranted.

APA’s proved reserves are estimated at the property level and compiled for reporting purposes by a centralized group of experienced reservoir engineers that is independent of the operating groups. These engineers interact with engineering and geoscience personnel in each of the Company’s operating areas and with accounting and marketing employees to obtain the necessary data for projecting future production, costs, net revenues, and ultimate recoverable reserves. All relevant data is compiled in a computer database application, to which only authorized personnel are given security access rights consistent with their assigned job function. Reserves are reviewed internally with senior management and presented to APA’s Board of Directors in summary form on a quarterly basis. Annually, each property is reviewed in detail by our corporate and operating asset engineers to ensure forecasts of operating expenses, netback prices, production trends, and development timing are reasonable.

APA’s Executive Vice President of Development is the person primarily responsible for overseeing the preparation of the Company’s internal reserve estimates and for coordinating any reserves audits conducted by a third-party engineering firm. He has Bachelor of Science and Master of Science degrees in Petroleum Engineering and over 30 years of experience in the energy industry and energy sector of the banking industry. The Executive Vice President of Development reports directly to the Company’s Chief Executive Officer.

The estimate of reserves disclosed in this Annual Report on Form 10-K is prepared by the Company’s internal staff, and the Company is responsible for the adequacy and accuracy of those estimates. The Company engages Ryder Scott Company, L.P. Petroleum Consultants (Ryder Scott) to conduct a reserves audit, which includes a review of the Company’s processes and the reasonableness of the Company’s estimates of proved hydrocarbon liquid and gas reserves. The Company selects the properties for review by Ryder Scott based primarily on relative reserve value. The Company also considers other factors such as geographic location, new wells drilled during the year and reserves volume. During 2021, the properties selected for each country ranged from 82 to 84 percent of the total future net cash flows discounted at 10 percent. These properties also accounted for 83 percent of the value of the Company’s international proved reserves and 94 percent of the value of the Company’s new wells drilled worldwide. In addition, all fields containing five percent or more of the Company’s total proved reserves volume were included in Ryder Scott’s review. The review covered 80 percent of total proved reserves on a boe basis.

Ryder Scott’s review for the years 2021, 2020, and 2019 covered 83, 85, and 87 percent, respectively, of the value and 80, 81, and 85 percent, respectively, of the volume of the Company’s worldwide estimated proved reserves. Ryder Scott’s 2021 review covered 80, 80, and 81 percent of the estimated proved reserve volume in the U.S., Egypt, and U.K., respectively.

Ryder Scott’s review of 2020 covered 80 percent of U.S., 82 percent of Egypt, and 83 percent of the U.K.’s total proved reserves.

Ryder Scott’s review of 2019 covered 85 percent of U.S., 86 percent of Egypt, and 80 percent of the U.K.’s total proved reserves.

The Company has filed Ryder Scott’s independent report as an exhibit to this Annual Report on Form 10-K.

According to Ryder Scott’s opinion, based on their review, including the data, technical processes, and interpretations presented by the Company, the overall procedures and methodologies utilized by the Company in determining the proved reserves comply with the current SEC regulations, and the overall proved reserves for the reviewed properties as estimated by the Company are, in aggregate, reasonable within the established audit tolerance guidelines as set forth in the Society of Petroleum Engineers auditing standards.

ALTUS MIDSTREAM

In November 2018, Apache Midstream LLC, one of the Company’s wholly owned subsidiaries completed a transaction with ALTM and its then wholly owned subsidiary Altus Midstream LP to create a pure-play, Permian Basin midstream C-corporation anchored by gathering, processing, and transmission assets at Alpine High. Pursuant to the agreement, the Company’s subsidiary contributed certain Alpine High midstream assets and options (the Pipeline Options) to acquire equity interests in five separate third-party pipeline projects (the Equity Method Interest Pipelines) to Altus Midstream LP and/or its subsidiaries. In exchange for the assets, the Company’s subsidiary received economic voting and non-economic voting shares in ALTM and limited partner interests in Altus Midstream LP, representing an approximate 79 percent ownership interest in the combined entities.

Because a wholly owned subsidiary of APA has a controlling financial interest in Altus, APA fully consolidates the assets and liabilities of Altus in its consolidated financial statements, with a corresponding noncontrolling interest reflected separately.

Business Combination with BCP

On October 21, 2021, ALTM announced that it will combine with privately owned BCP Raptor Holdco LP (BCP and, together with BCP Raptor Holdco GP, LLC, the Contributed Entities) in an all-stock transaction, pursuant to the Contribution Agreement dated as of that same date and entered into by and among ALTM, Altus Midstream LP, New BCP Raptor Holdco, LLC (the Contributor), and BCP (the BCP Contribution Agreement). The combination creates an integrated midstream company in the Texas Delaware Basin offering services for residue gas, NGLs, crude oil and water. There are numerous expected commercial and financial synergies generated from the complementary midstream systems and enhanced scale of the business. The combined business will have a more diversified asset profile and customer base, with a lower risk profile than either entity on a stand-alone basis. BCP is the parent company of EagleClaw Midstream, which includes EagleClaw Midstream Ventures, the Caprock Midstream and Pinnacle Midstream businesses, and a 26.7 percent interest in the Permian Highway Pipeline. Pursuant to the BCP Contribution Agreement, Contributor will contribute all of the equity interests of the Contributed Entities (the Contributed Interests) to Altus Midstream LP, with each Contributed Entity becoming a wholly owned subsidiary of Altus Midstream LP (the BCP Business Combination).

As consideration for the contribution of the Contributed Interests, ALTM will issue 50 million shares of Class C Common Stock (and Altus Midstream LP will issue a corresponding number of common units) to BCP’s unitholders, which are principally funds affiliated with Blackstone and I Squared Capital. The transaction is expected to close during the first quarter of 2022 following completion of customary closing conditions.

As a result of the transaction, ALTM’s current stockholders will continue to hold their shares of Class A Common Stock and Class C Common Stock (collectively, ALTM Common Stock), Contributor or its designees will collectively own approximately 75 percent of the issued and outstanding shares of ALTM Common Stock, Apache Midstream LLC, a wholly owned subsidiary of APA, which currently owns approximately 79 percent of the issued and outstanding shares of ALTM Common Stock, will own approximately 20 percent of the issued and outstanding shares of ALTM Common Stock, and the remaining current stockholders will own approximately 5 percent of the issued and outstanding shares of ALTM Common Stock.

Gathering, Processing, and Transmission Assets

Altus owns, develops, and operates gas gathering, processing, and transmission assets in the Permian Basin of West Texas. Altus generates revenue by providing fee-based natural gas gathering, compression, processing, and transmission services for the Company’s production from its Alpine High resource play. As of December 31, 2021, Altus’ assets included approximately 182 miles of in-service natural gas gathering pipelines, approximately 46 miles of residue-gas pipelines with four market connections, and approximately 38 miles of NGL pipelines. Three cryogenic processing trains, each with nameplate capacity of 200 MMcf/d, were placed into service during 2019. Other assets include an NGL truck loading terminal with six Lease Automatic Custody Transfer units and eight NGL bullet tanks with 90,000 gallon capacity per tank. Altus’ existing gathering, processing, and transmission infrastructure is expected to provide capacity levels capable of fulfilling its midstream contracts to service the Company’s production from Alpine High and third-party customers as market activity in the area continues to develop.

Pipeline Options and Equity Method Interest Pipelines

Gulf Coast Express Pipeline In December 2018, Altus Midstream LP closed on the exercise of its Pipeline Option with Kinder Morgan Texas Pipeline LLC (Kinder Morgan), thereby acquiring a 15 percent equity interest in the Gulf Coast Express Pipeline Project (GCX). Altus Midstream LP acquired an additional 1 percent equity interest in May 2019, for a total 16 percent equity interest in GCX. GCX is a long-haul natural gas pipeline with capacity of approximately 2.0 Bcf/d and transports natural gas from the Waha area in Northern Pecos County, Texas to the Agua Dulce Hub near the Texas Gulf Coast. GCX is operated by Kinder Morgan and was placed into service in September 2019.

EPIC Crude Oil Pipeline In March 2019, Altus Midstream LP’s subsidiary closed on the exercise of its Pipeline Option with EPIC Pipeline LP, thereby acquiring a 15 percent equity interest in the EPIC crude oil pipeline (EPIC). The long-haul crude oil pipeline extends from the Orla area in Northern Reeves County, Texas to the Port of Corpus Christi, Texas, and has Permian Basin initial throughput capacity of approximately 600 MBbl/d. The project includes terminals in Orla, Pecos, Crane, Wink, Robstown, Hubson, and Gardendale, Texas with Port of Corpus Christi connectivity and export access. It services Delaware Basin, Midland Basin, and Eagle Ford Shale production. EPIC is operated by EPIC Consolidated Operations, LLC and was placed into service in early 2020.

Permian Highway Pipeline In May 2019, Altus Midstream LP’s subsidiary closed on the exercise of its Pipeline Option with Kinder Morgan, thereby acquiring an approximate 26.7 percent equity interest in the Permian Highway Pipeline (PHP). The long-haul natural gas pipeline has capacity of approximately 2.1 Bcf/d and transports natural gas from the Waha area in Northern Pecos County, Texas to the Katy, Texas area with connections to U.S. Gulf Coast and Mexico markets. PHP, which is operated by Kinder Morgan, was placed into service in January 2021.

Shin Oak NGL Pipeline In July 2019, Altus Midstream LP’s subsidiary closed on the exercise of its Pipeline Option with Enterprise Products Operating LLC (Enterprise Products), thereby acquiring a 33 percent equity interest in Breviloba LLC, which owns the Shin Oak NGL Pipeline (Shin Oak). The long-haul NGL pipeline has capacity of up to 550 MBbl/d and transports NGL production from the Orla area in Northern Reeves County, Texas through the Waha area in Northern Pecos County, Texas, and on to Mont Belvieu, Texas. Shin Oak is operated by Enterprise Products and was placed into service during 2019.

MAJOR CUSTOMERS

The Company is exposed to credit risk in the event of nonpayment by counterparties, a significant portion of which are concentrated in energy-related industries. The creditworthiness of customers and other counterparties is subject to continuing review, including the use of master netting agreements, where appropriate. During 2021, sales to EGPC and CFE International accounted for approximately 14 percent and 10 percent, respectively, of the Company’s worldwide crude oil, natural gas, and NGLs production revenues. During 2020, sales to EGPC and Vitol accounted for approximately 17 percent and 14 percent, respectively, of the Company’s worldwide crude oil, natural gas, and NGLs production revenues. During 2019, sales to BP and Sinopec, and their respective affiliates, each accounted for approximately 10 percent and 11 percent, respectively, of the Company’s worldwide crude oil, natural gas, and NGLs production revenues.

Management does not believe that the loss of any one of these customers would have a material adverse effect on the results of operations.

HUMAN CAPITAL MANAGEMENT

Human Capital and Employees

APA believes that its people are one of the Company’s most important investments and greatest asset. Successful execution of the Company’s business strategies depends on its ability to attract, develop, incentivize, and retain diverse, talented, qualified, and highly skilled employees at all levels of the organization. As such, the Company continues to focus on health and safety, diversity and inclusion, total rewards, and community partnerships to ensure that being a part of the APA family is a positive experience for all.

As of December 31, 2021, the Company employed approximately 2,253 full-time equivalent employees in locations across the organization.


						Employees
North America						1,381
United Kingdom						638
Egypt						230
Suriname						2
France						2
Total employees						2,253


Women in Global Workforce		Women in Global Leadership Roles		Women on the Board of Directors
Gender	% of Employees	Gender	% of Employees	Gender	% of Employees
F	23%	F	18%	F	30%
M	77%	M	82%	M	70%

Amongst the Company’s U.S. workforce, 34 percent self-report as non-white.


U.S. Employees
Race	% of Employees
American Indian or Alaskan Native	1	%
Asian	7	%
Black or African American	6	%
Hispanic/Latino	19	%
Native Hawaiian or Other Pacific Islander	—	%
Two or More Races	1	%
White	66	%

The Company does not request racial diversity data from its non-U.S. colleagues, where tracking these metrics is largely prohibited by law.

COVID-19 Response

Since the onset of the COVID-19 pandemic, the Company has put employee health and well-being front and center, and it has adjusted its approach to how work gets done accordingly. APA’s guiding principles for decisions and actions throughout the pandemic have been safety, flexibility, and empathy.

APA implemented and/or supported a tracking and case management system across the Company’s operational locations to further protect and support people, while minimizing the impact to the business. In the U.S., for example, the Company managed nearly 800 cases of potential or confirmed exposure and illness (through mid-2021), providing individual support. The Company also coordinated efforts with a third-party medical provider to offer vaccinations and boosters to employees and their dependents on a voluntary basis. Each operating area, in the U.S., U.K., Egypt, and Suriname, used specific tracking systems, which were ultimately managed by the U.S. case management team. This oversight process provided for comprehensive reporting and analysis to key leadership to enable effective decision-making.

Oversight and Management

The Company’s Board of Directors has three standing committees, each devoted to a separate aspect of risk oversight. The Management Development and Compensation (MD&C) Committee, the Audit Committee, the Corporate Responsibility, Governance, and Nominating (CRG&N) Committee, and/or the full Board of Directors receive regular reports on certain human capital matters, including the Company’s diversity and inclusion programs and initiatives.

The MD&C Committee oversees the Company’s compensation programs, leadership development and succession planning strategies, and seeks continuous improvement in the diversity and inclusion practices used in developing and deploying these processes.
The Audit Committee oversees the integrity of the Company's financial statements and monitors human capital management risk against compliance with legal and regulatory requirements.
The CRG&N Committee oversees the nomination of Company directors, the annual Board of Directors evaluation process, corporate governance and ESG issues, as well as the Company’s annual sustainability report.

Reports and recommendations made to the Board of Directors and its committees are part of the framework that ensures APA’s daily actions and decisions are guided by its core values, including upholding the health and safety of the Company’s team, stakeholders, and communities; investing in its workforce; ensuring environmental responsibility; and acting ethically and with integrity.

Diversity and Inclusion

APA recognizes diversity and inclusion (D&I) as vital to its long-term success. In 2020, the Company established a dedicated D&I function to build on its commitment to D&I across the organization. Since that time, APA’s focus has been on providing unconscious bias training for its global workforce, expanding employee resource groups (ERGs) in terms of quantity and geography, and increasing awareness about the importance of D&I and each employee’s role in ensuring that APA has a culture where all employees are valued and can thrive with a sense of belonging, not just as employees, but as people.

In 2021, APA strengthened its commitment through the following key accomplishments:

Launching annual mandatory D&I training for all of the Company’s people leaders, and assigning it as recommended training for all employees across our global locations;
Refreshing the Global D&I Council to obtain employee perspectives and feedback on the Company’s D&I initiatives;
Increasing employee engagement by promoting the establishment of Employee Resource Groups;
Launching global employee engagement campaigns to celebrate the diversity of the Company’s employees;
Introducing a global mentorship program to promote access to leadership and career development;
Conducting annual pay equity analysis; and
Expanding community outreach efforts to continue APA’s support of underserved populations

Talent

Throughout the Company, APA seeks to attract, develop, and retain the best talent. During 2021, the Company expanded its talent management organization with dedicated talent acquisition and development functions that have both established and implemented hiring and development processes, including standardizing candidate selection. APA honed its global succession planning program by including a robust assessment of competency proficiency levels for identified successors. The Company continues to advance its global employee development strategy through formal development plans, on-the-job learning, and challenging work assignments that strengthen business critical skillsets to meet future workforce needs. APA also deployed a leadership development program that embeds a leadership framework detailing clear behaviors that the Company expects from its people leaders to ensure they align with its culture.

Training and Development

During 2021, the Company launched an updated approach to global performance management focusing on development, which included a detailed framework for core, leadership, and technical competencies. This approach emphasizes ongoing performance conversations between managers and employees with a focus on mitigating bias in performance conversations.

In addition, employees create a personal development plan, and APA provides additional resources to support employees in their personal and professional development, including:

Utilization of multiple, third-party online training offerings;
Leadership and personal development coaching opportunities through a collaboration with a leading human resources consulting company;
Ongoing education for people leaders around the Company’s leadership competencies and behaviors;
Annual compliance, antitrust, bribery, corruption, and code of business conduct and ethics training required for all employees and leaders; and
Cybersecurity training focusing on keeping the Company and employees’ personal information secure.

Total Rewards

Year after year, APA has steadily upgraded its total rewards compensation programs with the objective of retaining, rewarding, and attracting the best talent by providing total rewards that are competitive. To foster a stronger sense of ownership and align the interests of employees and shareholders, restricted stock units are provided to eligible employees under APA’s broad-based compensation program. Furthermore, the Company offers comprehensive, locally relevant and innovative benefits. In the U.S. these include, among other benefits:

Comprehensive health insurance coverage offered to employees working an average of 20 hours or more each week;
401(k) plan with up to 8 percent Company match;
6 percent Company contributions to a money purchase retirement plan;
Company-paid short-term disability that pays a percentage of base pay according to years of service;
Parental leave for all new parents for birth and adoption;
Elder care leave to temporarily care for or find permanent care for elder family members; and
Mental health and well-being benefits, including free coaching and therapy as well as access to self-care resources and a well-being platform that offers ongoing training and challenges to help employees with sustaining healthy habits.

Health and Safety

APA’s priority is the health and safety of its workforce. The Company’s environmental, health, and safety and operations functions partner to consistently reinforce its core values, standards, and operating practices, as well as foster a safety culture that empowers the Company’s workforce to stop work if conditions or behaviors are deemed unsafe. APA strives to be incident-free across its global operations every day, with the help of visible and engaged leadership, by setting clear expectations and making safety personal for all employees and contractors.


2021 Global Primary Workforce Safety Goals
Total Recordable Incident Rate (TRIR)	0.26	44% below target of 0.46
Days Away, Restricted and Transferred Rate (DART)	0.13	40% below target of 0.22
Severe Injury and Fatality Rate (SIF)	0.016	59% below target of 0.039
Vehicle Incident Rate (VIR)	0.53	39% below target of 0.87

Community Partnerships

APA is committed to being socially and environmentally responsible in the communities where it operates. The Community Partnerships group oversees the Company’s global strategic social investing and community engagement, including the stewardship of key stakeholder relationships.

APA’s global giving strategy and philosophy is focused into three pillars: Sustainable Communities, Environmental Stewardship, and Access to Energy, through which the Company creates sustainable and positive impacts. Based on these pillars, APA is committed to addressing acute social needs within the local communities where it operates; ensuring that it remains focused on its long-standing legacy and commitment to environmental stewardship and conservation; and supporting underserved communities that lack access to reliable, affordable energy.

Sustainable Communities: APA continues to partner with organizations within the communities in which it operates to improve quality of life through access to education and essential medical supplies; development of innovative healthcare technologies and procedures; support for vulnerable populations, including women and children in need; response to natural disasters; and support for first responders.
Environmental Stewardship: In 2021, the Company’s environmental stewardship initiatives included grants of 55,000 trees to 66 community partners through the APA Corporation Tree Grant Program; continued partnership with the Texas Parks and Wildlife Foundation to provide sustainable funding for the restoration of Balmorhea State Park; and multi-year support of the Pecos Watershed Conservation Initiative, an alliance of seven energy companies, in partnership with the National Fish and Wildlife Foundation, to restore and protect natural grasslands and habitats within the greater Trans-Pecos Region.
Access to Energy: The Company continues to partner with Switch Energy Alliance, which provides collaborative global energy education and solutions for more than 15 million students and environmental organizations.

APA also provides employees with volunteer service opportunities in collaboration with our Community Partnerships program. The Company seeks meaningful volunteer opportunities that instill a sense of pride, ownership, and accomplishment for employees in their communities. As community needs change and stakeholder engagement continues, APA continues to adjust its charitable giving program.

OFFICES

The Company’s principal executive offices are located at One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400. As of year-end 2021, the Company maintained offices in Midland, Texas; Houston, Texas; Cairo, Egypt; and Aberdeen, Scotland. The Company leases its primary office space. The current lease on the Company’s principal executive offices runs through December 31, 2024. The Company has an option to extend the lease through 2029. For information regarding the Company’s obligations under its office leases, please see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Contractual Obligations and Note 11—Commitments and Contingencies in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K.

TITLE TO INTERESTS

As is customary in the oil and gas industry, a preliminary review of title records, which may include opinions or reports of appropriate professionals or counsel, is made at the time the Company acquires properties. The Company believes that its title to all of the various interests set forth above is satisfactory and consistent with the standards generally accepted in the oil and gas industry, subject only to immaterial exceptions that do not detract substantially from the value of the interests or materially interfere with their use in the Company’s operations. The interests owned by the Company may be subject to one or more royalty, overriding royalty, or other outstanding interests (including disputes related to such interests) customary in the industry. The interests may additionally be subject to obligations or duties under applicable laws, ordinances, rules, regulations, and orders of arbitral or governmental authorities. In addition, the interests may be subject to burdens such as production payments, net profits interests, liens incident to operating agreements and current taxes, development obligations under oil and gas leases, and other encumbrances, easements, and restrictions, none of which detract substantially from the value of the interests or materially interfere with their use in the Company’s operations.

ADDITIONAL INFORMATION ABOUT THE COMPANY

Response Plans and Available Resources

The Company’s subsidiaries developed Oil Spill Response Plans (the Plans) for their respective offshore operations in the Gulf of Mexico, the North Sea, and Suriname, which ensure rapid and effective responses to spill events that may occur on such entities’ operated properties. Annually, drills are conducted to measure and maintain the effectiveness of the Plans.

The Company’s subsidiary, Apache, is a member of Oil Spill Response Limited (OSRL), a large international oil spill response cooperative, which entitles any affiliated entity worldwide to access OSRL’s services. Apache also has a contract for response resources and services with National Response Corporation (NRC). NRC is the world’s largest commercial Oil Spill Response Organization and is the global leader in providing end-to-end environmental, industrial, and emergency response solutions with operating bases in 13 countries.

In the event of a spill in the Gulf of Mexico, Clean Gulf Associates (CGA) is the primary oil spill response association available to Apache. Apache is a member of CGA, a not-for-profit association of producing and pipeline companies operating in the Gulf of Mexico. CGA was created to provide a means of effectively staging response equipment and providing immediate spill response for its member companies’ operations in the Gulf of Mexico.

Additionally, the Company is an active member of Wild Well Control’s WellCONTAINED Subsea Containment System for Suriname operations. This membership includes contingency planning, and response, to an uncontrolled subsea well event. The Company utilizes a detailed Source Control Emergency Response Plan (SCERP) for offshore Suriname planning. The SCERP has been designed to ensure that the goals of the Company’s source control emergency preparedness efforts will be met in the unlikely event of an actual response to an uncontrolled well event. This includes the use of subsea dispersant systems and field deployment of one of Wild Well Control’s containment system capping stacks.

Competitive Conditions

The oil and gas industry is highly competitive in the exploration for and acquisitions of reserves, the acquisition of oil and gas leases, equipment and personnel required to find and produce reserves, and the gathering and marketing of oil, gas, and NGLs. The Company’s competitors include national oil companies, major integrated oil and gas companies, other independent oil and gas companies, and participants in other industries supplying energy and fuel to industrial, commercial, and individual consumers.

Certain of the Company’s competitors may possess financial or other resources substantially larger than the Company possesses or have established strategic long-term positions and maintain strong governmental relationships in countries in which the Company may seek new entry. As a consequence, the Company may be at a competitive disadvantage in bidding for leases or drilling rights.

However, the Company believes its diversified portfolio of core assets, which comprises large acreage positions and well-established production bases across three geographic areas, its balanced production mix between oil and gas, its management and incentive systems, and its experienced personnel give it a strong competitive position relative to many of the Company’s competitors who do not possess similar geographic and production diversity. The Company’s global position provides a large inventory of geologic and geographic opportunities in the geographic areas in which it has producing operations to which it can reallocate capital investments in response to changes in commodity prices, local business environments, and markets. This also reduces the risk that the Company will be materially impacted by an event in a specific area or country.

Environmental Compliance

As an owner or lessee and operator of oil and gas properties and facilities, the Company is subject to numerous federal, state, local, and foreign laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations, subject the lessee to liability for pollution damages and require suspension or cessation of operations in affected areas. Although environmental requirements have a substantial impact upon the energy industry as a whole, the Company does not believe that these requirements affect it differently, to any material degree, than other companies in the oil and gas industry.

The Company has made and will continue to make expenditures in its efforts to comply with these requirements, which the Company believes are necessary business costs in the oil and gas industry. The Company has established policies for continuing compliance with environmental laws and regulations, including regulations applicable to its operations in all countries in which it does business. The Company has established operating procedures and training programs designed to limit the environmental impact of its field facilities and identify and comply with changes in existing laws and regulations. The costs incurred under these policies and procedures are inextricably connected to normal operating expenses such that the Company is unable to separate expenses related to environmental matters; however, the Company does not believe expenses related to training and compliance with regulations and laws that have been adopted or enacted to regulate the discharge of materials into the environment will have a material impact on its capital expenditures, earnings, or competitive position.

Next: Item 1A. RISK FACTORS