APA (APA) 10-K risk factor changes: FY2023 vs FY2022

Global pandemics have previously, may continue to, and may in the future adversely impact the Company’s business, financial condition, and results of [removed: operations,] [added: operations;] the global [removed: economy, and] [added: economy;] the demand for and prices of oil, natural gas, and [removed: NGLs.][added: NGLs; and the performance of the Company’s workforce.]

Global pandemics and the actions taken by third parties, including, but not limited to, governmental authorities, businesses, and consumers, in response to such pandemics, including the COVID-19 pandemic, have previously adversely impacted and may from time to time in the future adversely impact the global economy, resulting in significant volatility in the global financial [removed: markets.][added: markets, and the demand for, and the prices of, oil, natural gas, and NGLs, which may materially adversely affect the Company’s business, financial condition, cash flows, and results of operations.]

[removed: The] [added: Additionally, the] Company’s operations rely on its workforce having access to its wells, platforms, structures, offices, and facilities.

The Company’s revenues, operating results, [removed: and] future rate of [removed: growth] [added: growth, and carrying value of its oil and gas properties] depend highly upon the prices it receives for its sales of crude oil, natural gas, and NGL products.

For example, the NYMEX daily settlement price for the prompt month oil contract in [removed: 2022] [added: 2023] ranged from a high of [removed: $123.64] [added: $93.67] per barrel to a low of [removed: $71.05] [added: $66.61] per barrel, and the NYMEX daily settlement price for the prompt month natural gas contract in [removed: 2022] [added: 2023] ranged from a high of [removed: $9.85] [added: $3.78] per MMBtu to a low of [removed: $3.46] [added: $1.74] per MMBtu.

- worldwide and domestic supplies and/or inventories of crude oil, natural gas, and [removed: NGLs;][added: NGLs and the availability of related pipeline, transportation, import/export, and refining capacity and infrastructure;]

- political conditions and events [removed: (including] [added: in oil and gas producing regions, including] instabilities, changes in governments, or armed [removed: conflicts)] [added: conflicts, such as the Russian war] in [removed: oil] [added: Ukraine] and [removed: gas producing regions;][added: the armed conflict in Israel and Gaza;]

- the [removed: price] [added: price, competitiveness, decision to use,] and availability of alternative [removed: fuels,] [added: fuels and energy sources,] including [removed: coal] [added: coal, biofuels,] and [removed: biofuels;][added: renewables;]

- the impact of political pressure and the influence of environmental [removed: groups] [added: groups, investors,] and other stakeholders on decisions and policies related to the [removed: industries in which the Company] [added: oil] and [removed: its affiliates operate,] [added: gas industry,] including with respect to environmental, social, and governance matters;

- domestic and foreign governmental regulations and taxes, including [removed: legislative, regulatory, and policy] changes or initiatives to address the impacts of global climate change, hydraulic fracturing, methane emissions, flaring, or water disposal; and

Low prices have previously adversely affected and could [removed: again] [added: from time to time in the future] adversely affect the Company’s revenues, operating income, cash flow, and proved reserves, and [removed: continued] [added: a prolonged period of] low prices could have a material adverse impact on the Company’s [added: results of] operations and [added: cash flows and] limit its ability to fund capital expenditures.

Drilling for oil and gas involves numerous risks, including [removed: the risk] that the Company [removed: will] [added: may] not encounter commercially productive oil or gas [removed: reservoirs.][added: reservoirs or may not recover all or any portion of its investment in the wells it drills.]

Management has previously determined, and may in the future determine, that future [removed: or further] drilling or development activities will not, or are unlikely to, occur for a well or [removed: reservoir] [added: reservoir,] based [added: on drilling results, current or future estimated commodity prices or demand for oil, natural gas, and NGLs, or other information.]

The costs of drilling, completing, and operating wells are often uncertain, and drilling operations [removed: may be curtailed, delayed, or canceled as a result of] [added: are subject to] a variety of [removed: factors, including, but not limited to,] [added: risks, including] unexpected drilling [removed: conditions;] [added: conditions (such as] pressure or [removed: irregularities in formations;] [added: formation irregularities),] equipment failures or [removed: accidents; fires, explosions, blowouts, and surface cratering;] [added: accidents, catastrophic events,] marine risks, [removed: such as capsizing, collisions, and hurricanes; other] adverse weather [removed: conditions;] [added: conditions,] and increases in the cost of or shortages or delays in the availability of drilling rigs, equipment, and labor.

[removed: Future drilling activities may not be successful, and, if unsuccessful,] [added: Any] such [removed: failure] [added: events] could have an adverse effect on the Company’s future results of operations and financial condition.

[removed: While all drilling, whether developmental or exploratory, involves these risks,] [added: In addition,] exploratory drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons.

To the extent that the Company engages in price risk management activities to protect itself from commodity price declines, the Company may be prevented from realizing the benefits of price [removed: increases above the levels of the derivative instruments used to manage price risk.][added: increases.]

[removed: In addition, the] [added: The] Company’s hedging arrangements may expose it to the risk of financial [removed: loss in certain circumstances,] [added: loss,] including [removed: instances in which the Company’s] [added: when] production falls short of the hedged volumes, [removed: there is a widening of] price-basis differentials [removed: between delivery points for the Company’s production and the delivery point assumed in the hedge arrangement, the counterparties to the Company’s] [added: widen, a] hedging [removed: or other price risk management contracts fail to perform under those arrangements,] [added: counterparty defaults,] or an unexpected event materially impacts commodity prices.

The Company’s operations involve a high degree of operational risk, particularly risk of personal injury, damage to or loss of [removed: equipment,] [added: property,] and environmental accidents.

The Company’s operations are subject to hazards and risks inherent in the drilling, production, and transportation of crude oil, natural gas, and NGLs, including well blowouts, explosions, fires, [removed: and cratering;] [added: cratering,] pipeline or other facility ruptures and [removed: spills; formations with abnormal pressures; equipment malfunctions; hurricanes, major storms, and cyclones, which could affect] [added: spills, adverse weather conditions, including those impacting] the Company’s [removed: operations in areas such as on and] offshore [removed: the Gulf Coast, North Sea, and Suriname, and other natural and anthropogenic disasters and weather conditions; and] [added: operating areas,] surface spillage and [removed: surface or ground water contamination from petroleum constituents, saltwater, or hydraulic fracturing chemical additives.]

[removed: Failure or loss of equipment, as the result] [added: These events, including ineffective containment] of [removed: equipment malfunctions, cyberattacks, or natural disasters,] such [removed: as hurricanes,] [added: events,] could result in property damages, personal injury, environmental pollution, and other damages for which the Company could be liable.

In addition, the Company’s exploration, development, and production activities and equipment have been and can be adversely affected by severe weather, such as freezing temperatures, hurricanes in the Gulf of Mexico, or major storms in the North Sea, [added: each of] which have previously caused and may cause a loss of production from temporary cessation of activity or lost or damaged equipment.

Exploration for and production of crude oil, natural gas, and NGLs [removed: can be hazardous, involving natural disasters and other events such as blowouts, cratering, fires, explosions, and loss of well control,] [added: involves hazards,] which can result in damage to or destruction of wells or production facilities, injury to persons, loss of life, or damage to property or the environment.

The Company’s international operations are also subject to political [removed: risk.][added: and economic risks.]

A [removed: terrorist or] cyberattack targeting systems and infrastructure used by the Company or others in the oil and gas industry may adversely impact the Company’s operations.

The [removed: Company depends] [added: Company’s operations are dependent] on digital [removed: technology] [added: technologies, including] to estimate [removed: quantities of oil and gas] reserves, process [removed: and record] financial and operating data, analyze [removed: seismic and] drilling information, [added: and] communicate with [removed: personnel and third-party partners, and conduct many of the Company’s activities.][added: personnel.]

Unauthorized access to the Company’s [removed: digital technology] [added: data, technology, and information systems] could lead to operational disruption, [removed: data corruption,] communication interruption, [removed: loss of intellectual property, loss of confidential and fiduciary data, and loss] [added: disruption in access to financial reporting systems, loss, misuse,] or corruption of [removed: reserves or other] [added: data and] proprietary information.

[removed: Also, external digital technologies control nearly all of] [added: In addition, unauthorized access to third party information systems could interrupt] the oil and gas distribution and refining systems in the U.S. and abroad, which are necessary to transport and market the Company’s production.

[removed: A cyberattack] [added: Cyberattacks] directed at oil and gas distribution systems have previously and could [added: again in the future] damage critical distribution and storage assets or the [removed: environment, delay or prevent delivery of production to markets, and make it difficult or impossible to accurately account for production and settle transactions.][added: environment.]

While certain of the Company’s insurance policies may [removed: allow for] [added: provide] coverage [removed: of associated damages resulting from] [added: for] such events, if the Company were to incur a significant liability for which it was not fully insured, [removed: that] [added: then it] could have a material adverse effect on the Company’s financial position, results of operations, and cash flows.

In addition, [added: if such an event were to occur, then] the proceeds of any such insurance may not be paid in a timely manner [removed: and] [added: or] may [added: not] be [removed: insufficient if such an event were] [added: sufficient] to [removed: occur.][added: cover all of the Company’s losses.]

While the Company has [removed: experienced cyberattacks in the past, it has] not suffered any material losses as a result of [removed: such attacks; however,] [added: cyberattacks,] there is no assurance that the Company will not suffer such losses in the future.

Delays and differences between estimated and actual timing of critical events [added: and development costs (including for equipment and personnel)] may adversely affect the Company’s large development projects [added: (including forcing the Company to abandon such projects)] and its ability to participate in large-scale development projects in the future.

Therefore, [removed: unless] [added: future oil and gas production is highly dependent upon] the [removed: Company adds] [added: Company’s level of success in adding] reserves through exploration and development activities, [removed: identifies] [added: identifying] additional behind-pipe zones, secondary recovery reserves, or tertiary recovery reserves through engineering studies, or [removed: acquires] [added: acquiring] additional properties containing proved [removed: reserves, the Company’s estimated proved reserves will decline materially as reserves are produced.][added: reserves.]

[removed: Furthermore, as] [added: As] oil or natural gas prices increase, the Company’s cost for additional reserves could also increase.

Although the Company performs a review of properties that it acquires, which the Company believes is consistent with industry practices, such reviews are inherently [removed: incomplete.][added: incomplete, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken.]

[removed: In addition, there] [added: There] can be no assurance that acquisitions will not [removed: have an adverse effect upon] [added: adversely impact] the Company’s operating results, particularly during [removed: the periods in which the operations of acquired businesses are being integrated] [added: their integration] into the Company’s ongoing operations.

There are numerous uncertainties inherent in [added: the process of] estimating crude oil, natural gas, and NGL reserves and their [removed: value.][added: value, which is highly subjective and relies on the quality of available data and the accuracy of engineering and geological interpretation.]

The Company’s reserves estimates are based on 12-month average prices, except where contractual arrangements [removed: exist; therefore,] [added: exist, causing] reserves quantities [removed: will] [added: to] change when actual prices increase or decrease.

The estimates of the Company’s proved reserves and estimated future net revenues also depend on a number of factors and assumptions that may vary considerably from actual results, including historical production from the area compared with production from other areas, the [added: results of drilling, testing, and production for a reservoir over time, the use of volumetric analysis versus production history, the] effects of [removed: regulations by governmental agencies, including] changes [removed: to severance and excise taxes,] [added: in laws (including taxes),] future [removed: operating costs and capital expenditures, and workover] [added: operating, workover,] and remediation [removed: costs.][added: costs, and capital expenditures.]

Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also adversely affect the Company.

- the overall economic environment, including rates of growth and increasing inflationary pressure.

Sustained low prices of crude oil, natural gas, and NGLs could also further adversely impact the Company’s business, including by weakening the Company’s financial condition and reducing its liquidity, limiting the Company’s ability to fund planned capital expenditures and operations, causing the Company to delay or postpone some of its capital projects or reallocate capital to different projects or regions, limiting the Company’s access to sources of capital, such as equity and long-term debt, or reducing the carrying value of the Company’s oil and gas properties, resulting in additional non-cash impairments.

ground water contamination, and failure or loss of equipment.

There are numerous and evolving risks to the Company’s data, technology, and information systems from cyber threat actors, including criminal hackers, state-sponsored intrusions, industrial espionage, and employee malfeasance.

The potential impacts of a cyber incident could be made worse by a delay or failure to detect the occurrence, continuance, or extent of such an incident.

The Company expends significant resources to protect its digital systems and data, whether such data is housed internally or externally by third parties, against cyberattacks and may be required to expend further resources as cyber threat actors become more sophisticated and as regulations related to cyberattacks become more complex.

Cyberattacks, including malicious software, data privacy breaches by employees, insiders, or others with authorized access to the Company’s systems, cyber or phishing attacks, ransomware attacks, supply chain vulnerabilities, business email compromises, other attempts to gain unauthorized access to the Company’s data and systems, and other electronic security breaches could have a material adverse effect on the Company’s business, cause it to incur a material financial loss, subject it to possible legal claims and liability, and/or damage its reputation.

One or more of the counterparties in these transactions could fail to perform its obligations under these agreements as a result of financial distress or bankruptcy, which may force the Company to use available cash to cover the costs of such obligations, pending final resolution of any claims the Company may have against the counterparty, which could adversely impact the Company’s cash flows, operations, or financial condition.

These campaign efforts have resulted in the divestment of investments in the oil and gas industry and increased pressure on lenders and other financial services companies to limit or curtail activities with oil and gas companies.

Governmental entities have previously taken actions to regulate, and several proposals are before the U.S. Congress that, if implemented, would further regulate, hydraulic fracturing.

If adopted, such regulations could impose more stringent permitting, reporting, and well construction requirements or otherwise seek to ban fracturing activities.

For example, the U.K. enacted the Energy Profits Levy, which assesses an additional levy of 35 percent, effective for the period of January 1, 2023, through March 31, 2028, on the profits of oil and gas companies operating in the U.K. and the U.K. Continental Shelf.

Effective January 1, 2024, the Company is subject to the Corporate AMT.

Moreover, in January 2024, the EPA announced a proposed rule to assess a charge on certain methane emissions in the oil and gas industry.

The Company is currently evaluating the proposed rule and its applicability to the Company.

The Company publicly discloses these metrics and its related assumptions and analysis in its annual sustainability report.

Regulators in some states, such as the Railroad Commission of Texas, have taken actions to limit disposal well activities (including orders to temporarily shut down or to curtail water injection) and to require the monitoring of seismic activity.

exchange controls, currency fluctuations, devaluations, or other activities that limit or disrupt markets and restrict payments or the movement of funds; constrained oil or natural gas markets dependent on demand in a single or limited geographical area; laws and policies of the U.S. affecting foreign trade, including trade sanctions; the possibility of being subject to exclusive jurisdiction of foreign courts in connection with legal disputes relating to licenses to operate and concession rights in countries where the Company currently operates; the possible inability to subject foreign persons, especially foreign oil ministries and national oil companies, to the jurisdiction of courts in the U.S.; and difficulties in enforcing the Company’s rights against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international operations.

Additionally, deteriorating economic conditions in Egypt have led to a shortage of foreign currency, including U.S. dollars, resulting in a decline in the timeliness of payments from EGPC.

A continuation or worsening of the currency shortage in Egypt or further deterioration of economic conditions there could lead to additional payment delays, deferrals of payment, or non-payment in the future.

If conditions continue to deteriorate in Egypt, then it could materially and adversely affect the Company’s business, financial condition, and results of operations.

The merger is subject to a number of conditions to the obligations of both the Company and Callon to complete the merger, including approval of the Company and Callon stockholders and regulatory clearance, which may impose unacceptable conditions or could delay completion of the merger or result in termination of the Merger Agreement.

On January 3, 2024, the Company entered into a definitive agreement (the Merger Agreement) to acquire Callon.

The respective obligations of each of the Company and Callon to consummate the merger are subject to the satisfaction at or prior to the closing of numerous conditions, including the approval of both the Company’s and Callon’s stockholders, the absence of any law or order prohibiting the consummation of the merger, and the expiration or termination of the waiting period (and any extension of such period) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Many of the

conditions to completion of the merger are not within either the Company’s or Callon’s control, and the Company cannot predict when, or if, these conditions will be satisfied.

Furthermore, the requirement for obtaining the required regulatory clearances could delay the completion of the merger for a significant period of time or prevent it from occurring.

Regulators may seek to enjoin the completion of the merger, seek divestiture of substantial assets of the parties, or require the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

Failure to complete the merger could negatively impact the Company’s stock price and have a material adverse effect on the Company’s results of operations, cash flows, and financial position.

If the merger is not completed for any reason, including as a result of failure to obtain all requisite regulatory and stockholder approvals, the ongoing business of the Company may be materially adversely affected and, without realizing any of the benefits of having completed the merger, the Company would be subject to a number of risks, including the following:

- the Company may experience negative reactions from the financial markets, including negative stock price impacts;

- the Company may experience negative reactions from commercial and business partners;

- the Company will still be required to pay significant costs relating to the merger, such as legal, accounting, financial advisor, and printing fees; and

- the Company may be required to pay up to a $170 million termination fee to Callon or reimburse up to $48 million of Callon’s expenses, as required by the Merger Agreement.

The pending merger may cause a loss of key employees, disruptions in business relationships, distraction of management, and limitations on the Company’s business activities.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions to the Company’s business, including:

- uncertainties associated with the merger may cause a loss of management personnel and other key employees of the Company, which could adversely affect the future business and operations of the Company following the merger;

- the business relationships of the Company may be subject to disruption due to uncertainty associated with the merger, which could have a material adverse effect on the Company’s results of operations, cash flows, and financial position;

- matters relating to the merger (including integration planning) require substantial commitments of time and resources by the Company’s management, which may result in the distraction of the Company’s management from ongoing business operations and pursuing other opportunities that could be beneficial to the Company; and

Additional risks relating to the Company’s securities may be included in the prospectus supplements related to offerings of such securities from time to time in the future.

Previous business closures, restrictions on travel, “stay-at-home” or “shelter-in-place” orders, and other restrictions on movement within and among communities significantly reduced demand for, and the prices of, oil, natural gas, and NGLs, and such restrictions may be continued or reintroduced at any time.

A continued, prolonged period or a renewed period of reduced demand, the failure to timely distribute or the ineffectiveness of or reluctance or refusal of individuals to take any vaccines, the failure to develop or reformulate adequate treatments, including due to the emergence of new variants, and other adverse impacts from a pandemic may materially adversely affect the Company’s business, financial condition, cash flows, and results of operations.

Actual results will depend on future events, which the Company cannot predict, including the scope, duration, and potential reoccurrence of any such pandemic, the emergence and impact of variants, the distribution and effectiveness of, and individual willingness to take, vaccines, therapeutics, and treatments, the demand for, and the prices of, oil, natural gas, and NGLs, and the actions taken by third parties in response to any of the foregoing.

- the occurrence of global events, such as epidemics or pandemics (including, specifically, the COVID-19 pandemic), 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 price and level of imported foreign or exported domestic crude oil, natural gas, and NGLs, including as a result of the availability of facilities that process, import, or export such products;

- increasing inflationary pressure;

- the overall economic environment.

The Company’s results of operations, as well as the carrying value of its oil and gas properties, are substantially dependent upon the prices of oil, natural gas, and NGLs.

Sustained low prices of crude oil, natural gas, and NGLs may further adversely impact the Company’s business as follows:

- weakening the Company’s financial condition and reducing its liquidity;

- limiting the Company’s ability to fund planned capital expenditures and operations;

- reducing the amount of crude oil, natural gas, and NGLs that the Company can produce economically;

- causing the Company to delay or postpone some of its capital projects or reallocate capital to different projects or regions;

- reducing the Company’s revenues, operating income, and cash flows;

- limiting the Company’s access to sources of capital, such as equity and long-term debt;

- reducing the carrying value of the Company’s oil and gas properties, resulting in additional non-cash impairments; or

- reducing the carrying value of the Company’s gathering, processing, and transmission facilities, resulting in additional impairments.

The wells the Company drills or participates in may not be productive, and the Company may not recover all or any portion of its investment in those wells.

on drilling results, current or future estimated commodity prices or demand for oil, natural gas, and NGLs, or other information, including drilling results in, or information related to, adjacent or nearby geographic areas or similar geologies or reservoirs.

The seismic data and other technologies that the Company uses do not allow it to know conclusively prior to drilling a well that crude or natural gas is present or may be produced economically.

Litigation arising from a catastrophic occurrence, such as a well blowout, explosion, fire at a location where the Company’s equipment and services are used, or ground water contamination from chemical additives used in hydraulic fracturing may result in substantial claims for damages.

Ineffective containment of a drilling well blowout or pipeline rupture or surface spillage and surface or ground water contamination from petroleum constituents or hydraulic fracturing could result in extensive environmental pollution and substantial remediation expenses.

The Company’s business has become increasingly dependent on digital technologies to conduct certain exploration, development, and production activities.

Any such terrorist attack, environmental activist group activity, or cyberattack that affects the Company or its customers, suppliers, or others with whom it does business could have a material adverse effect on the Company’s business, cause it to incur a material financial loss, subject it to possible legal claims and liability, and/or damage its reputation.

Further, as cyberattacks continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any vulnerabilities to cyberattacks.

In addition, cyberattacks against the Company or others in its industry could result in additional regulations, which could lead to increased regulatory compliance costs, insurance coverage cost, or capital expenditures.

The Company cannot predict the potential impact that such additional regulations could have on its business and operations or the energy industry at large.

In addition, the Company’s estimates of future development costs are based on its current expectations of prices and other costs of equipment and personnel the Company will need to implement such projects.

The actual future development costs may be significantly higher than the Company currently estimates.

If costs become too high, the development projects may become uneconomic to the Company, and it may be forced to abandon such development projects.

Future oil and gas production is, therefore, highly dependent upon the Company’s level of success in acquiring or finding additional reserves on an economic basis.

It generally is not feasible to review in-depth every individual property involved in each acquisition.

Ordinarily, the Company will focus its review efforts on the higher-value properties and will sample the remainder.

However, even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit the Company as a buyer to become sufficiently familiar with the properties to assess fully and accurately their deficiencies and potential.

Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken.

Even when problems are identified, the Company often assumes certain environmental and other risks and liabilities in connection with acquired properties.

Reservoir engineering is a subjective process of estimating underground accumulations of crude oil, natural gas, and NGLs that cannot be measured in an exact manner.

Because of the high degree of judgment involved, the accuracy of any reserve estimate is inherently imprecise and a function of the quality of available data and the engineering and geological interpretation.

In addition, results of drilling, testing, and production may substantially change the reserve estimates for a given reservoir over time.

This section of this Annual Report on Form 10-K generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this Annual Report on Form 10-K are incorporated by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Apache Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021] [added: 2022] (filed with the SEC on February [removed: 22, 2022).][added: 23, 2023).]

The Company’s upstream business [removed: currently] has [removed: exploration] [added: oil] and [removed: production] [added: gas] 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 [removed: the Dominican Republic] [added: Uruguay] and other international locations that may, over time, result in reportable discoveries and development opportunities.

APA believes energy underpins global progress, and the Company wants to be a part of the [removed: conversation and] solution as society works to meet growing global demand for reliable and affordable energy.

[removed: Since that time, commodity prices worldwide have largely rebounded; however, uncertainties] [added: Uncertainties] in the global supply [removed: chain, commodity prices,] [added: chain] and financial markets, including the impact of [removed: inflation,] [added: inflation and] rising interest rates, and [removed: the conflict in Ukraine] [added: actions taken by foreign oil and gas producing nations, including OPEC+,] continue to impact oil supply and [removed: demand.][added: demand and contribute to commodity price volatility.]

Despite these uncertainties, the Company remains committed to its longer-term objectives: (1) to [removed: maintain a balanced asset portfolio, including advancement of ongoing exploration and appraisal activities offshore Suriname; (2) to] invest for long-term returns [removed: over] [added: in pursuit of moderate, sustainable] production growth; [removed: and (3)] [added: (2)] to [removed: budget conservatively] [added: strengthen the balance sheet] to [removed: generate] [added: underpin the generation of] cash flow in excess of its upstream exploration, appraisal, and development capital program that can be directed to debt reduction, share repurchases, and other return of capital to its [removed: shareholders.][added: shareholders; and (3) to responsibly manage its cost structure regardless of the oil price environment.]

The Company [removed: 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.

During [removed: 2022,] [added: 2023,] the Company reported net income attributable to common stock of [removed: $3.7] [added: $2.9] billion, or [removed: $11.02] [added: $9.25] per diluted share, compared to net income of [removed: $973 million,] [added: $3.7 billion,] or [removed: $2.59] [added: $11.02] per diluted share, in [removed: 2021.][added: 2022.]

The Company generated [removed: $4.9] [added: $3.1] billion of cash from operating activities in [removed: 2022,] [added: 2023,] which was [removed: $1.4] [added: $1.8] billion or [removed: 41] [added: 37] percent [removed: higher] [added: lower] than [removed: the prior year.][added: 2022.]

The Company [removed: also] repurchased [removed: 36.2] [added: 8.7] million shares of its common stock for [removed: $1.4 billion] [added: $329 million and paid $308 million in dividends to APA common stockholders] during [removed: 2022.][added: 2023.]

[removed: The] [added: *Cash and Cash Equivalents* As of December 31, 2023, the] Company had [removed: $245] [added: $87] million [removed: of] [added: in] cash [removed: on hand at December 31, 2022.][added: and cash equivalents.]

The Company remains committed to its capital return framework [removed: established in 2021] for equity holders to participate more directly and materially in cash returns.

- The Company’s quarterly dividend was increased in the [removed: fourth] [added: third] quarter of [removed: 2021] [added: 2022] from [removed: $0.0625] [added: $0.125] per share to [removed: $0.125] [added: $0.25] per [removed: share.][added: share, representing a return to pre-COVID-19 dividend levels.]

[removed: - Beginning] [added: *•*Beginning] in the fourth quarter of 2021 and through the end of [removed: 2022,] [added: 2023,] the Company has repurchased [removed: 67.4] [added: 76.1] million shares of the Company’s common stock.

[removed: Operational] [added: Financial and Operational] Highlights

*•*Daily boe production from the Company’s U.S. assets, which [removed: decreased 8] [added: increased 2] percent from [removed: the prior year end,] [added: 2022,] accounted for [removed: 53] [added: 54] percent of [removed: its total] [added: the Company’s] worldwide production during [removed: 2022.][added: 2023.]

[removed: During 2022, the] [added: The] Company averaged [removed: 4] [added: five] drilling rigs in the [removed: U.S., averaging 2] [added: U.S. during the year, including three] rigs [removed: each] in the Southern Midland Basin and [added: two rigs in the] Delaware [removed: Basin assets.][added: Basin, and drilled and brought online 82 operated wells in 2023.]

The Company’s core [removed: Midland] [added: Permian] Basin development program [removed: and newly acquired properties in the Texas Delaware Basin are expected] [added: continues] to represent key growth areas for the U.S. assets.

The Company 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 [removed: acreage.][added: acreage opportunities provided by the 2021 merged concession agreement.]

These acquisitions and divestitures [removed: during 2022] include:

[removed: - *BCP] [added: *•BCP] Business Combination* On February 22, 2022, ALTM closed a transaction to combine with privately owned BCP Raptor Holdco LP [removed: (BCP and, together with BCP Raptor Holdco GP, LLC, the Contributed Entities)] [added: (BCP)] in an all-stock [removed: transaction, pursuant to the Contribution Agreement entered into by and among ALTM, Altus Midstream LP, New BCP Raptor Holdco, LLC (the Contributor), and BCP (the BCP Contribution Agreement).][added: transaction.]

*•Delaware Basin [removed: Divestitures & Acquisitions*] [added: Acquisition*] In the third quarter of 2022, the Company closed on the acquisition of oil and gas assets surrounding core acreage in the Delaware Basin for approximately $615 million after post-closing adjustments.

[removed: - *U.S. Leasehold] [added: *Leasehold and Property] Acquisitions* During [added: 2023 and] 2022, the Company completed [removed: other] leasehold and property acquisitions, primarily in the Permian Basin, for total cash consideration of [removed: approximately] [added: $20 million and] $37 [removed: million.][added: million, respectively.]

For detailed information regarding APA’s acquisitions and divestitures, refer to [Note 2—Acquisitions and [removed: Divestitures](#i6237445a6a004121a7d3f066ad8153fe_178)] [added: Divestitures](#iab800de195fc4467a5971babd9f27302_178)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K.

| | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| United States | | | | | | $ | [removed: 2,458] [added: 2,241] | | | | | [removed: 36] [added: 37] | | % | | | | $ | [removed: 1,850] [added: 2,458] | | | | | [removed: 40] [added: 36] | | % | | | | $ | [removed: 1,209] [added: 1,850] | | | | | [removed: 39] [added: 40] | | % |

| Egypt(1) | | | | | | [removed: 3,145] [added: 2,683] | | | | | | [removed: 46] [added: 45] | | % | | | | [removed: 1,806] [added: 3,145] | | | | | | [removed: 40] [added: 46] | | % | | | | [removed: 1,102] [added: 1,806] | | | | | | [removed: 35] [added: 40] | | % |

| North Sea | | | | | | [removed: 1,232] [added: 1,073] | | | | | | 18 | | % | | | | [removed: 929] [added: 1,232] | | | | | | [removed: 20] [added: 18] | | % | | | | [removed: 795] [added: 929] | | | | | | [removed: 26] [added: 20] | | % |

| Total(1) | | | | | | $ | [removed: 6,835] [added: 5,997] | | | | | 100 | | % | | | | $ | [removed: 4,585] [added: 6,835] | | | | | 100 | | % | | | | $ | [removed: 3,106] [added: 4,585] | | | | | 100 | | % |

| United States | | | | | | $ | [removed: 918] [added: 297] | | | | | [removed: 59] [added: 34] | | % | | | | $ | [removed: 754] [added: 918] | | | | | [removed: 62] [added: 59] | | % | | | | $ | [removed: 251] [added: 754] | | | | | [removed: 42] [added: 62] | | % |

| Egypt(1) | | | | | | [removed: 370] [added: 346] | | | | | | [removed: 23] [added: 39] | | % | | | | [removed: 270] [added: 370] | | | | | | 23 | | % | | | | [removed: 280] [added: 270] | | | | | | [removed: 47] [added: 23] | | % |

| North Sea | | | | | | [removed: 281] [added: 237] | | | | | | [removed: 18] [added: 27] | | % | | | | [removed: 183] [added: 281] | | | | | | [removed: 15] [added: 18] | | % | | | | [removed: 67] [added: 183] | | | | | | [removed: 11] [added: 15] | | % |

| Total(1) | | | | | | $ | [removed: 1,569] [added: 880] | | | | | 100 | | % | | | | $ | [removed: 1,207] [added: 1,569] | | | | | 100 | | % | | | | $ | [removed: 598] [added: 1,207] | | | | | 100 | | % |

| United States | | | | | | $ | [removed: 765] [added: 480] | | | | | 94 | | % | | | | $ | [removed: 673] [added: 765] | | | | | [removed: 95] [added: 94] | | % | | | | $ | [removed: 304] [added: 673] | | | | | [removed: 91] [added: 95] | | % |

| Egypt(1) | | | | | | [removed: 6] [added: —] | | | | | | [removed: 1] [added: —] | | % | | | | [removed: 9] [added: 6] | | | | | | 1 | | % | | | | [removed: 8] [added: 9] | | | | | | [removed: 3] [added: 1] | | % |

| North Sea | | | | | | [removed: 45] [added: 28] | | | | | | [removed: 5] [added: 6] | | % | | | | [removed: 24] [added: 45] | | | | | | [removed: 4] [added: 5] | | % | | | | [removed: 21] [added: 24] | | | | | | [removed: 6] [added: 4] | | % |

| Total(1) | | | | | | $ | [removed: 816] [added: 508] | | | | | 100 | | % | | | | $ | [removed: 706] [added: 816] | | | | | 100 | | % | | | | $ | [removed: 333] [added: 706] | | | | | 100 | | % |

| United States | | | | | | $ | [removed: 4,141] [added: 3,018] | | | | | [removed: 45] [added: 41] | | % | | | | $ | [removed: 3,277] [added: 4,141] | | | | | [removed: 50] [added: 45] | | % | | | | $ | [removed: 1,764] [added: 3,277] | | | | | [removed: 44] [added: 50] | | % |

| Egypt(1) | | | | | | [removed: 3,521] [added: 3,029] | | | | | | [removed: 38] [added: 41] | | % | | | | [removed: 2,085] [added: 3,521] | | | | | | [removed: 32] [added: 38] | | % | | | | [removed: 1,390] [added: 2,085] | | | | | | [removed: 34] [added: 32] | | % |

Prior to the BCP Business Combination (as defined in the Notes to the Company’s Consolidated Financial Statements set forth in Part IV, [Item 15](#iab800de195fc4467a5971babd9f27302_127) of this Annual Report on Form 10-K), the Company’s midstream business was operated by Altus Midstream Company (ALTM) through its subsidiary Altus Midstream LP (collectively, Altus).

APA’s diversified asset portfolio and operational flexibility provide it the ability to timely respond to near-term price volatility and effectively manage its investment programs accordingly.

For example, the Company deferred drilling and completion activity at Alpine High in the second quarter of 2023 in response to weakness in Waha natural gas and NGL prices but accelerated the completion of eight Permian Basin oil producing wells.

The Company also suspended drilling activity in the North Sea during the second quarter of 2023, as increasing cost and tax burdens have impacted the competitiveness of these assets within the Company’s portfolio.

Capital investment plans were then aligned across other areas of the portfolio while maintaining a focus on the Company’s capital returns framework established in 2021.

Subsequent to year-end 2023 and through the date of this filing on February 22, 2024, the Company repurchased 3.0 million shares, and as of February 22, 2024, the Company had remaining authorization to repurchase up to 40.9 million shares under the Company’s share repurchase programs.

Net income in 2023 was primarily impacted by lower revenues attributable to significantly lower realized commodity prices compared to 2022.

The lower revenues were partially offset by a release of a majority of the Company’s U.S. tax valuation allowance, resulting in a non-cash deferred income tax benefit of approximately $1.7 billion during the fourth quarter of 2023.

Net income in 2022 also benefited from approximately $1.2 billion of gains from the divestiture of certain non-core mineral rights in the Delaware Basin and completion of the BCP Business Combination.

APA’s lower operating cash flows for 2023 were driven by lower commodity prices and associated revenues and the timing of working capital items.

The Company’s drilling was primarily focused on oil prospects, increasing oil production by approximately 12 percent in the U.S. compared to the prior year.

- During the fourth quarter of 2023, the Company commenced an exploration program in Alaska, where it anticipates drilling three exploration wells in the first half of 2024.

*•*In Egypt, the Company continued its drilling and workover activity with a focus on oil prospects.

The Company averaged 17 drilling rigs and drilled 91 new productive wells during 2023.

During 2023, gross and net production from the Company’s Egypt assets decreased 2 percent and 1 percent, respectively, from 2022.

*•*The Company suspended all new drilling activity in the North Sea during the second quarter of 2023.

The Company’s investment program in the North Sea is now directed toward safety, base production management, and asset maintenance and integrity.

- During 2023, the Company and TotalEnergies announced the launch of development studies for a large oil project in Block 58, offshore Suriname.

Successful appraisal of two key oil discoveries, with the drilling and testing of two wells at Sapakara South and three wells at Krabdagu, confirmed combined recoverable resources of an estimated 700 million barrels of oil for the two fields.

These fields, located in water depths between 100 and 1,000 meters, are expected to be produced through a system of subsea wells connected to a floating production, storage and offloading unit located 150 kilometers off the Suriname coast, with an oil production capacity of 200,000 b/d.

Detailed engineering studies are underway, and a final investment decision is expected by year-end 2024, with a first production target in 2028.

No additional drilling is anticipated on Block 58 through the end of 2024.

- During 2023, the Company signed a production sharing contract for Block 6 offshore Uruguay covering approximately four million net undeveloped acres and expects to commence exploration activities in 2024.

In February 2024, the Company also signed a production sharing contract for Block 4 offshore Uruguay.

*•Callon Petroleum Company Pending Acquisition* On January 3, 2024, APA and Callon Petroleum Company (Callon) entered into a definitive agreement (Merger Agreement), pursuant to which APA will acquire Callon in an all-stock transaction valued at approximately $4.5 billion, inclusive of Callon’s net debt.

In this all-stock transaction, each eligible outstanding share of Callon common stock will be exchanged for 1.0425 shares of APA common stock, representing an implied value to each Callon share of $38.31 per share based on the closing price of APA common stock on January 3, 2024.

After closing, existing APA shareholders are expected to own approximately 81 percent of the combined company, and existing Callon shareholders are expected to own approximately 19 percent of the combined company.

APA expects to retire the existing debt at Callon and replace it with APA term loan facilities totaling $2.0 billion.

The transaction has been unanimously approved by the boards of directors of both APA and Callon and is expected to close during the second quarter of 2024, subject to customary closing conditions, termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and approval of the transaction by shareholders of both APA and Callon.

This transaction complements and enhances APA’s asset base in the Permian Basin and adds to APA’s inventory of high quality, short-cycle opportunities.

In addition, Callon’s assets provide additional scale to APA’s operations across the Permian Basin.

The Company deconsolidated ALTM upon closing the transaction.

The deconsolidation provides a number of benefits to APA shareholders, including simplification of the Company’s financial reporting and enhanced comparability with its upstream-only peers, while maintaining a noncontrolling interest in future growth opportunities of Kinetik.

Final cash settlements of $24 million were completed during 2023.

- *Sales of Kinetik Shares* Subsequent sales of Kinetik Shares have reduced APA’s ownership in Kinetik to approximately 9 percent as of December 31, 2023.

During 2023, the Company sold a portion of its Kinetik Shares for cash proceeds of $228 million.

During 2022, the Company sold a portion of its Kinetik Shares for $224 million.

NM — Not Meaningful

| | | | | | | 2023 | | | | | | Increase (Decrease) | | | | | | 2022 | | | | | | Increase (Decrease) | | | | | | 2021 | | |

NM — Not Meaningful

Prior to the BCP Business Combination defined below, the Company’s midstream business was operated by Altus.

Altus owned, developed, and operated a midstream energy asset network in the Permian Basin of West Texas.

Early in 2020, impacts of the coronavirus disease 2019 (COVID-19) pandemic and related governmental actions began to exert significant downward pressure on crude oil and natural gas prices.

For additional detail on the Company’s forward capital investment outlook, refer to “Capital and Operational Outlook” below.

Net income in 2022 benefited from higher commodity prices and increased revenues attributable to a new merged concession agreement in Egypt.

The increase in realized prices was primarily driven by the effects of global inflation, the conflict in Ukraine on global commodity prices, and uncertainties around spare capacity and energy security globally.

APA’s higher operating cash flows for 2022 were driven by higher crude oil and natural gas prices and associated revenues.

Since year-end 2021, the Company has reduced its total outstanding debt and redeemable preferred interests by $2 billion and $712 million, respectively, through the deconsolidation of ALTM and the retirement of outstanding notes and debentures.

The dividend was further increased in the third quarter of 2022 to $0.25 per share, representing a return to pre-COVID-19 dividend levels.

As of December 31, 2022, the Company had remaining authorization to repurchase up to 52.6 million shares under the Company’s share repurchase programs.

The Company does not anticipate any significant changes to activity levels in its three-year capital investment program or capital return framework in the context of higher strip oil and gas prices, remaining committed to safe, steady, and efficient operations across all assets and returning free cash flow to shareholders through dividends and share repurchases.

- In December 2021, the Egyptian President signed and ratified the previously announced agreement with the Egyptian Ministry of Petroleum and the Egyptian General Petroleum Corporation (EGPC) to modernize the terms of the majority of the Company’s production-sharing contracts, having an effective date of April 1, 2021.

The new merged concession agreement (MCA) consolidated 98 percent of gross acreage and 90 percent of gross production under one concession agreement 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 that provides 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 changes also simplify the contractual relationship with EGPC, facilitate recovery of prior investment, and update day-to-day operational governance.

The Apache entity that is the sole contractor is owned two-thirds by Apache and one-third by Sinopec International Petroleum Exploration and Production Corporation (Sinopec).

- Egypt gross equivalent production decreased 1 percent and net production increased 26 percent from 2021, primarily a function of improved cost recovery under the new merged concession agreement ratified at the end of 2021.

The Company continues to increase drilling and workover activity as a result of the merged concession agreement.

Egypt production growth is building on improvements in new well connections and recompletion activity.

- During 2022, the Company focused on several environmental initiatives in Egypt and has delivered on its 2022 upstream flaring reduction goal by flaring at least 40 percent less gas than would otherwise be flared without these initiatives, with the Company now compressing this gas into sales lines.

- The North Sea maintained two drilling rigs during 2022.

Production was negatively impacted by considerable planned and unplanned downtime at Beryl and Forties during the third quarter of 2022, improving in the fourth quarter of 2022 following completion of these maintenance activities.

- During the second quarter of 2022, the Company announced flow test results from the Krabdagu exploration well on Block 58 offshore Suriname, which encountered approximately 32 meters of net pay in each of the Upper Campanian and Lower Campanian zones.

Since 2019, the Company and TotalEnergies have drilled or participated in five discovery wells in the block, the Maka Central-1, Sapakara West-1, Kwaskwasi-1, Keskesi East-1, and Krabdagu-1, all of which successfully tested for the presence of hydrocarbons.

Ongoing exploration and appraisal drilling is continuing to confirm additional resource and optimal development well locations.

APA holds a 50 percent working interest in Block 58, with TotalEnergies, the operator, holding the other 50 percent working interest.

- During the third quarter of 2022, the Company announced an oil discovery offshore Suriname at Baja-1 in Block 53.

Baja-1 was drilled to a depth of 5,290 meters and encountered 34 meters of net oil pay in a single interval within the Campanian.

Fluid and log analysis indicates light oil with a gas-oil ratio of 1,600 to 2,200 standard cubic feet per barrel.

Evaluation of open-hole well logs, cores, and reservoir fluids is ongoing.

The Company also received regulatory approval regarding an amendment to the Block 53 production-sharing contract which provides options to extend the exploration period of the contract.

The first option was executed and extended the license to year-end 2023, with the option to extend further, subject to certain other investment commitments.

APA is the operator and holds a 45 percent interest in Block 53.

As consideration for the contribution of the Contributed Interests, ALTM issued 50 million shares of Class C Common Stock (and Altus Midstream LP issued a corresponding number of common units) to BCP’s unitholders.

ALTM’s stockholders continued to hold their existing shares of ALTM common stock.

Apache Midstream LLC, a wholly owned subsidiary of APA, which owned approximately 79 percent of the issued and outstanding shares of ALTM common stock prior to the BCP Business Combination, owned approximately 20 percent of the issued and outstanding shares of Kinetik common stock after the transaction closed.

The Company deconsolidated ALTM upon closing the transaction and recognized a gain of approximately $609 million that reflects the difference of the Company’s share of ALTM’s deconsolidated balance sheet and the fair value of its 20 percent retained ownership in the combined entity.

Subsequent to the close of the transaction, in March 2022, the Company sold four million of its shares of Kinetik Class A Common Stock for $224 million, reducing the Company’s retained ownership percentage in Kinetik to approximately 13 percent.

The Company paid $591 million in connection with this acquisition during 2022, with final cash settlement anticipated to be completed during the first quarter of 2023.

Also during 2022, the Company completed a previously announced transaction to sell certain non-core mineral rights in the Delaware Basin, for total cash proceeds of $726 million.

The Company continually monitors its market risk exposure, as oil and gas supply and demand are impacted by uncertainties in the commodity and financial markets associated with the conflict in Ukraine, [added: the recent conflict in Israel and Gaza, actions taken by foreign oil and gas producing nations, including OPEC+,] global inflation, and other current events.

The Company’s average crude oil price realizations [removed: increased 44] [added: decreased 19] percent to [removed: $99.11] [added: $80.72] per barrel in [removed: 2022] [added: 2023] from [removed: $68.97] [added: $99.11] per barrel in [removed: 2021.][added: 2022.]

The Company’s average natural gas price realizations [removed: increased 25] [added: decreased 42] percent to [removed: $4.98] [added: $2.91] per Mcf in [removed: 2022] [added: 2023] from [removed: $3.99] [added: $4.98] per Mcf in [removed: 2021.][added: 2022.]

The Company’s average NGL price realizations [removed: increased 21] [added: decreased 38] percent to [removed: $34.51] [added: $21.54] per barrel in [removed: 2022] [added: 2023] from [removed: $28.48] [added: $34.51] per barrel in [removed: 2021.][added: 2022.]

Based on average daily production for [removed: 2022,] [added: 2023,] a $1.00 per barrel change in the weighted average realized oil price would have increased or decreased revenues for the year by approximately [removed: $69] [added: $74] million, a $0.10 per Mcf change in the weighted average realized natural gas price would have increased or decreased revenues for the year by approximately [removed: $32] [added: $30] million, and a $1.00 per barrel change in the weighted average realized NGL price would have increased or decreased revenues for the year by approximately $23 million.

As of December 31, [removed: 2022,] [added: 2023,] the Company had open natural gas derivatives not designated as cash flow hedges in [removed: a liability] [added: an asset] position with a fair value of [removed: $45] [added: $6] million.

A 10 percent increase in [added: natural] gas prices would decrease the [removed: liability] [added: asset] by approximately [removed: $4] [added: $1] million, while a 10 percent decrease in prices would increase the [removed: liability] [added: asset] by approximately [removed: $4] [added: $1] million.

These fair value changes assume volatility based on prevailing market parameters as of December 31, [removed: 2022.][added: 2023.]

Refer to [Note 4—Derivative Instruments and Hedging [removed: Activities](#i6237445a6a004121a7d3f066ad8153fe_184)] [added: Activities](#iab800de195fc4467a5971babd9f27302_184)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report Form 10-K for notional volumes and terms with the Company’s derivative contracts.

At December 31, [removed: 2022,] [added: 2023,] the Company had [removed: $4.9] [added: $4.8] billion, net, in outstanding notes and debentures, all of which was fixed-rate debt, with a weighted average interest rate of [removed: 5.32] [added: 5.34] percent.

As of December 31, [removed: 2022,] [added: 2023,] the Company had approximately [removed: $245] [added: $87] million in cash and cash equivalents, approximately [removed: 60] [added: 85] percent of which was invested in money market funds and short-term investments with major financial institutions.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $566] [added: $372] million of borrowings outstanding under the Company’s syndicated revolving credit facilities.

[removed: A change] [added: Changes] in the interest rate applicable to short-term investments and credit facility borrowings [removed: would] [added: are expected to] have an immaterial impact on earnings and cash flows but could impact interest costs associated with future debt issuances or any future borrowings.

[removed: A foreign] [added: Foreign] currency net gain or loss of $3 million would result from a 10 percent weakening or strengthening, respectively, in the British pound as of December 31, [removed: 2022.][added: 2023.]

The Company monitors foreign currency exchange rates of countries in which it is conducting business and may, from time to time, implement measures to protect against foreign currency exchange rate risk.

The information set forth under “Legal Matters” and “Environmental Matters” in [Note 11—Commitments and [removed: Contingencies](#i6237445a6a004121a7d3f066ad8153fe_205)] [added: Contingencies](#iab800de195fc4467a5971babd9f27302_205)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, [removed: 2022] [added: 2023] | | | $ | [removed: 11,605,297,384] [added: 10,499,243,068] | |

| Number of shares of registrant’s common stock outstanding as of January 31, [removed: 2023] [added: 2024] | | | [removed: 310,953,174] [added: 301,818,820] | | |

Portions of the registrant’s definitive proxy statement relating to the registrant’s [removed: 2023] [added: 2024] annual meeting of stockholders are incorporated by reference in Part II and Part III of this Annual Report on Form 10-K.

| 1A. | | | [RISK [removed: FACTORS](#i6237445a6a004121a7d3f066ad8153fe_22)] [added: FACTORS](#iab800de195fc4467a5971babd9f27302_22)] | | | [removed: [18](#i6237445a6a004121a7d3f066ad8153fe_22)] [added: [19](#iab800de195fc4467a5971babd9f27302_22)] | | |

| 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i6237445a6a004121a7d3f066ad8153fe_25)] [added: COMMENTS](#iab800de195fc4467a5971babd9f27302_25)] | | | [removed: [31](#i6237445a6a004121a7d3f066ad8153fe_25)] [added: [30](#iab800de195fc4467a5971babd9f27302_25)] | | |

| 3. | | | [LEGAL [removed: PROCEEDINGS](#i6237445a6a004121a7d3f066ad8153fe_28)] [added: PROCEEDINGS](#iab800de195fc4467a5971babd9f27302_28)] | | | [removed: [32](#i6237445a6a004121a7d3f066ad8153fe_28)] [added: [32](#iab800de195fc4467a5971babd9f27302_28)] | | |

| 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i6237445a6a004121a7d3f066ad8153fe_31)] [added: DISCLOSURES](#iab800de195fc4467a5971babd9f27302_31)] | | | [removed: [32](#i6237445a6a004121a7d3f066ad8153fe_31)] [added: [32](#iab800de195fc4467a5971babd9f27302_31)] | | |

| 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i6237445a6a004121a7d3f066ad8153fe_37)] [added: SECURITIES](#iab800de195fc4467a5971babd9f27302_37)] | | | [removed: [33](#i6237445a6a004121a7d3f066ad8153fe_37)] [added: [33](#iab800de195fc4467a5971babd9f27302_37)] | | |

| 6. | | | [SELECTED FINANCIAL [removed: DATA](#i6237445a6a004121a7d3f066ad8153fe_40)] [added: DATA](#iab800de195fc4467a5971babd9f27302_40)] | | | [removed: [34](#i6237445a6a004121a7d3f066ad8153fe_40)] [added: [34](#iab800de195fc4467a5971babd9f27302_40)] | | |

| 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i6237445a6a004121a7d3f066ad8153fe_43)] [added: OPERATIONS](#iab800de195fc4467a5971babd9f27302_43)] | | | [removed: [35](#i6237445a6a004121a7d3f066ad8153fe_43)] [added: [35](#iab800de195fc4467a5971babd9f27302_43)] | | |

| 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i6237445a6a004121a7d3f066ad8153fe_88)] [added: RISK](#iab800de195fc4467a5971babd9f27302_88)] | | | [removed: [58](#i6237445a6a004121a7d3f066ad8153fe_88)] [added: [58](#iab800de195fc4467a5971babd9f27302_88)] | | |

| 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i6237445a6a004121a7d3f066ad8153fe_91)] [added: DATA](#iab800de195fc4467a5971babd9f27302_91)] | | | [removed: [60](#i6237445a6a004121a7d3f066ad8153fe_91)] [added: [59](#iab800de195fc4467a5971babd9f27302_91)] | | |

| 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i6237445a6a004121a7d3f066ad8153fe_94)] [added: DISCLOSURE](#iab800de195fc4467a5971babd9f27302_94)] | | | [removed: [60](#i6237445a6a004121a7d3f066ad8153fe_94)] [added: [59](#iab800de195fc4467a5971babd9f27302_94)] | | |

| 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i6237445a6a004121a7d3f066ad8153fe_97)] [added: PROCEDURES](#iab800de195fc4467a5971babd9f27302_97)] | | | [removed: [60](#i6237445a6a004121a7d3f066ad8153fe_97)] [added: [59](#iab800de195fc4467a5971babd9f27302_97)] | | |

| 9B. | | | [OTHER [removed: INFORMATION](#i6237445a6a004121a7d3f066ad8153fe_100)] [added: INFORMATION](#iab800de195fc4467a5971babd9f27302_100)] | | | [removed: [60](#i6237445a6a004121a7d3f066ad8153fe_100)] [added: [60](#iab800de195fc4467a5971babd9f27302_100)] | | |

| 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i6237445a6a004121a7d3f066ad8153fe_103)] [added: INSPECTIONS](#iab800de195fc4467a5971babd9f27302_103)] | | | [removed: [60](#i6237445a6a004121a7d3f066ad8153fe_103)] [added: [60](#iab800de195fc4467a5971babd9f27302_103)] | | |

| 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i6237445a6a004121a7d3f066ad8153fe_109)] [added: GOVERNANCE](#iab800de195fc4467a5971babd9f27302_109)] | | | [removed: [61](#i6237445a6a004121a7d3f066ad8153fe_109)] [added: [61](#iab800de195fc4467a5971babd9f27302_109)] | | |

| 11. | | | [EXECUTIVE [removed: COMPENSATION](#i6237445a6a004121a7d3f066ad8153fe_112)] [added: COMPENSATION](#iab800de195fc4467a5971babd9f27302_112)] | | | [removed: [61](#i6237445a6a004121a7d3f066ad8153fe_112)] [added: [61](#iab800de195fc4467a5971babd9f27302_112)] | | |

| 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i6237445a6a004121a7d3f066ad8153fe_115)] [added: MATTERS](#iab800de195fc4467a5971babd9f27302_115)] | | | [removed: [61](#i6237445a6a004121a7d3f066ad8153fe_115)] [added: [61](#iab800de195fc4467a5971babd9f27302_115)] | | |

| 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i6237445a6a004121a7d3f066ad8153fe_118)] [added: INDEPENDENCE](#iab800de195fc4467a5971babd9f27302_118)] | | | [removed: [61](#i6237445a6a004121a7d3f066ad8153fe_118)] [added: [61](#iab800de195fc4467a5971babd9f27302_118)] | | |

| 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i6237445a6a004121a7d3f066ad8153fe_121)] [added: SERVICES](#iab800de195fc4467a5971babd9f27302_121)] | | | [removed: [61](#i6237445a6a004121a7d3f066ad8153fe_121)] [added: [61](#iab800de195fc4467a5971babd9f27302_121)] | | |

| 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#i6237445a6a004121a7d3f066ad8153fe_127)] [added: SCHEDULES](#iab800de195fc4467a5971babd9f27302_127)] | | | [removed: [62](#i6237445a6a004121a7d3f066ad8153fe_127)] [added: [62](#iab800de195fc4467a5971babd9f27302_127)] | | |

| 16. | | | [FORM 10-K [removed: SUMMARY](#i6237445a6a004121a7d3f066ad8153fe_133)] [added: SUMMARY](#iab800de195fc4467a5971babd9f27302_133)] | | | [removed: [66](#i6237445a6a004121a7d3f066ad8153fe_133)] [added: [65](#iab800de195fc4467a5971babd9f27302_133)] | | |

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, [removed: and] plans and objectives of management for future operations and capital returns framework, [added: the anticipated benefits of the proposed merger (the merger) between the Company and Callon Petroleum Company (Callon), the anticipated impact of the merger on the combined company’s business and future financial and operating results, the anticipated financial and operational impact and timing of the expected synergies from the merger, and the anticipated closing date for the merger,] 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, [removed: 2022,] [added: 2023,] and other data in the Company’s possession or available from third parties.

- economic and competitive conditions, including market and macro-economic disruptions resulting from the Russian war in [removed: Ukraine;][added: Ukraine, the armed conflict in Israel and Gaza, and actions taken by foreign oil and gas producing nations, including the Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC members that participate in OPEC initiatives (OPEC+);]

- [removed: terrorism or cyberattacks;][added: cyberattacks and terrorism;]

- [removed: the occurrence of] property acquisitions or divestitures;

The Company’s upstream business [removed: currently] has [removed: exploration] [added: oil] and [removed: production] [added: gas] 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 [removed: the Dominican Republic] [added: Uruguay] and other international locations that may, over time, result in reportable discoveries and development opportunities.

Prior to the BCP Business Combination [added: (as] defined [removed: below,] [added: below),] the Company’s midstream business was operated by Altus Midstream Company (ALTM) through its subsidiary Altus Midstream LP (collectively, Altus).

Through the Company’s website, www.apacorp.com, you can access, free of charge, electronic copies of the charters of the committees of [removed: its] [added: the Company’s] 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.

Internationally, the Company has conventional onshore assets in Egypt’s Western Desert, offshore assets on the U.K.’s Continental Shelf, [added: and] an offshore appraisal and exploration program in [removed: Suriname, and an offshore exploration block in the Dominican Republic.][added: Suriname.]

In late 2021, the Company refreshed the economic foundation for its business in Egypt with the ratification of a [removed: new] merged concession agreement (MCA) with the Egyptian Ministry of Petroleum and the Egyptian General Petroleum Corporation (EGPC).

The [removed: new] MCA [removed: consolidates] [added: consolidated] the majority of the Company’s gross acreage and production in Egypt under one concession agreement and [removed: refreshes] [added: refreshed] existing development and exploration lease terms.

[removed: Since that time, commodity prices worldwide have largely rebounded; however, uncertainties] [added: Uncertainties] in the global supply [removed: chain, commodity prices,] [added: chain] and financial markets, including the impact of inflation, [added: and] rising interest rates, and [removed: the conflict in Ukraine] [added: actions taken by foreign oil and gas producing nations, including OPEC+,] continue to impact oil supply and [removed: demand.][added: demand and contribute to commodity price volatility.]

Despite these uncertainties, the Company remains committed to its longer-term objectives: (1) to maintain a balanced asset portfolio, including advancement of [removed: 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 other return of capital to its shareholders.

For a more in-depth discussion of the Company’s [removed: 2022] [added: 2023] 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.

[removed: APA] [added: APA’s upstream business] has [removed: exploration] [added: oil] and [removed: production] [added: gas] operations in three geographic areas: the U.S., Egypt, and offshore the U.K. in the North Sea.

| 1. | | | [BUSINESS](#iab800de195fc4467a5971babd9f27302_19) | | | [1](#iab800de195fc4467a5971babd9f27302_19) | | |

| 1C. | | | [CYBERSECURITY](#iab800de195fc4467a5971babd9f27302_2111) | | | [30](#iab800de195fc4467a5971babd9f27302_2111) | | |

| 2. | | | [PROPERTIES](#iab800de195fc4467a5971babd9f27302_19) | | | [1](#iab800de195fc4467a5971babd9f27302_19) | | |

- the ability to retain and hire key personnel;

- the risk that the Company’s or Callon’s stockholders may not approve the merger;

- uncertainties as to the timing to consummate the merger, including the possibility that the merger is delayed or does not occur;

- the risk that the Company or Callon may be unable to obtain governmental and regulatory approvals required for the merger, or that required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger;

- the risk that a condition to closing of the merger may not be satisfied in a timely manner or at all;

- the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, including under circumstances that might require the Company or Callon to pay the other party a termination fee;

- the risk that the businesses will not be integrated successfully following the merger;

- the risk that the cost savings, synergies, and growth from the merger may not be fully realized or may take longer to realize than expected;

- the diversion of management time on merger-related issues;

- the risks related to the Company and Callon being restricted in the operation of their respective businesses while the merger is pending;

- negative effects of the announcement of the potential completion of the merger on the market price of the Company’s common stock, the Company’s financial performance, and on relationships with the Company's customers, providers, vendors, competitors, management, and other employees; and

As a holding company, APA has no business operations of its own, and its only significant assets are the outstanding equity interests of its subsidiaries.

As such, most properties referred to herein are held by subsidiaries of APA.

The Company also commenced an exploration program in Alaska during the fourth quarter of 2023.

Subsequent sales of the Company’s shares of Kinetik Class A Common Stock (Kinetik Shares) have reduced APA’s ownership in Kinetik to approximately 9 percent.

On January 3, 2024, APA and Callon Petroleum Company (Callon) entered into a definitive agreement, pursuant to which APA will acquire Callon in an all-stock transaction valued at approximately $4.5 billion, inclusive of Callon’s net debt.

In this all-stock transaction, each eligible outstanding share of Callon common stock will be exchanged for 1.0425 shares of APA common stock.

After closing, existing APA shareholders are expected to own approximately 81 percent of the combined company, and existing Callon shareholders are expected to own approximately 19 percent of the combined company.

This transaction complements and enhances APA’s asset base in the Permian Basin and adds to APA’s inventory of high quality, short-cycle opportunities.

In addition, Callon’s assets provide additional scale to APA’s operations across the Permian Basin.

APA also has active exploration and appraisal operations ongoing in Suriname, as well as interests in Uruguay and other international locations that may, over time, result in reportable discoveries and development opportunities.

| United States | | | | | | 79.3 | | | | | | 54 | | % | | | | $ | 3,018 | | | | | 566 | | | | | | 70 | | % | | | | 127 | | | | | | 127 | | |

| Egypt(1) | | | | | | 52.3 | | | | | | 35 | | % | | | | 3,029 | | | | | | 171 | | | | | | 21 | | % | | | | 123 | | | | | | 91 | | |

| North Sea(2) | | | | | | 16.2 | | | | | | 11 | | % | | | | 1,338 | | | | | | 70 | | | | | | 9 | | % | | | | 2 | | | | | | 2 | | |

| Total | | | | | | 147.8 | | | | | | 100 | | % | | | | $ | 7,385 | | | | | 807 | | | | | | 100 | | % | | | | 254 | | | | | | 220 | | |

During the fourth quarter of 2023, the Company commenced an exploration program in Alaska, where it anticipates drilling three exploration wells in the first half of 2024.

During the second quarter of 2023, as part of the Company’s focus on capital allocation to optimize investment returns, it suspended all new drilling activity in the North Sea.

The Company’s investment program there is now directed toward safety, base production management, and asset maintenance and integrity.

TotalEnergies holds a 50 percent working interest in Block 58 as the operator.

During 2023, the Company and TotalEnergies announced the launch of development studies for a large oil project in Block 58.

Successful appraisal of two key oil discoveries, with the drilling and testing of two wells at Sapakara South and three wells at Krabdagu, confirmed combined recoverable resources of an estimated 700 million barrels of oil for the two fields.

These fields, located in water depths between 100 and 1,000 meters, are expected to be produced through a system of subsea wells connected to a floating production, storage and offloading unit located 150 kilometers off the Suriname coast, with an oil production capacity of 200,000 b/d.

Detailed engineering studies are underway, and a final investment decision is expected by year-end 2024, with a first production target in 2028.

No additional drilling is anticipated on Block 58 through the end of 2024.

During 2023, the Company was granted an extension to retain approximately 13,000 net undeveloped acres for its operated Baja discovery area, allowing the remaining net undeveloped acres to expire in Block 53 as of the end of 2023.

During 2023, the Company signed a production sharing contract for Block 6 offshore Uruguay covering approximately four million net undeveloped acres and expects to commence exploration activities in 2024.

In February 2024, the Company also signed a production sharing contract for Block 4 offshore Uruguay.

| 1. | | | [BUSINESS](#i6237445a6a004121a7d3f066ad8153fe_19) | | | [1](#i6237445a6a004121a7d3f066ad8153fe_19) | | |

| 2. | | | [PROPERTIES](#i6237445a6a004121a7d3f066ad8153fe_19) | | | [1](#i6237445a6a004121a7d3f066ad8153fe_19) | | |

- 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

Altus owned, developed, and operated a midstream energy asset network in the Permian Basin of West Texas.

As a holding company, APA Corporation’s primary assets are its ownership interests in its subsidiaries.

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

The MCA incentivizes increased investment and production growth and places Egypt at the top of many attractive investment opportunities in APA’s global portfolio.

Early in 2020, impacts of the coronavirus disease 2019 (COVID-19) pandemic and related governmental actions began to exert significant downward pressure on crude oil and natural gas prices.

| Egypt(1) | | | | | | 52.8 | | | | | | 37 | | % | | | | 3,521 | | | | | | 184 | | | | | | 21 | | % | | | | 97 | | | | | | 82 | | |

| Total | | | | | | 144.6 | | | | | | 100 | | % | | | | $ | 9,220 | | | | | 890 | | | | | | 100 | | % | | | | 178 | | | | | | 158 | | |

Of note, approximately six percent of the Company’s net acreage position in the Permian Basin is on federal onshore lands.

The Company also acquired oil and gas assets with over 6,000 gross acres surrounding core acreage in the Delaware Basin during the year.

On December 27, 2021, the Company announced the ratification of a new MCA with EGPC having an effective date of April 1, 2021.

During 2022, the Company focused on several environmental initiatives in Egypt and has delivered on its 2022 upstream flaring reduction goal by flaring at least 40 percent less gas than would otherwise be flared without these initiatives, with the Company now compressing this gas into sales lines.

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.

The Beryl field, which is a geologically complex area with multiple fields and stacked pay potential, provides for significant exploration opportunity.

During 2022, the Company averaged two rigs in the North Sea and drilled one gross development well and one gross exploration well.

Production was negatively impacted by considerable planned and unplanned downtime at Beryl and Forties during 2022, improving in the fourth quarter of 2022 following completion of these maintenance activities.

Since 2019, the Company and TotalEnergies have drilled or participated in five discovery wells in the block, the Maka Central-1, Sapakara West-1, Kwaskwasi-1, Keskesi East-1, and Krabdagu-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.

Ongoing exploration and appraisal drilling is continuing to confirm additional resources and optimal development well locations.

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 2023.

The Company announced an oil discovery at the Baja well in Block 53 during the third quarter of 2022.

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | | |

| Total | | | | | | 18.3 | | | | | | 9.5 | | | | | | 27.8 | | | | | | 86.2 | | | | | | 1.4 | | | | | | 87.6 | | | | | | 104.5 | | | | | | 10.9 | | | | | | 115.4 | | |

| United States | | | | | | 8,751 | | | | | | 5,292 | | | | | | 881 | | | | | | 624 | | | | | | 9,632 | | | | | | 5,916 | | |

| Egypt | | | | | | 1,076 | | | | | | 1,037 | | | | | | 116 | | | | | | 113 | | | | | | 1,192 | | | | | | 1,150 | | |

| Total | | | | | | 9,986 | | | | | | 6,445 | | | | | | 1,010 | | | | | | 745 | | | | | | 10,996 | | | | | | 7,190 | | |

| Domestic | | | | | | 8,751 | | | | | | 5,292 | | | | | | 881 | | | | | | 624 | | | | | | 9,632 | | | | | | 5,916 | | |

| Foreign | | | | | | 1,235 | | | | | | 1,153 | | | | | | 129 | | | | | | 121 | | | | | | 1,364 | | | | | | 1,274 | | |

| 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 | | |

| United States | | | | | | 2,617 | | | | | | 1,167 | | | | | | 918 | | | | | | 565 | | |

| Egypt | | | | | | 3,589 | | | | | | 3,589 | | | | | | 1,711 | | | | | | 1,661 | | |

| North Sea | | | | | | 135 | | | | | | 118 | | | | | | 159 | | | | | | 123 | | |

Risk Management and Strategy

The Company maintains a cybersecurity program that establishes safeguards for protecting the confidentiality, integrity, and availability of the Company’s data, technology, and information systems, and the material risks associated with the threats identified from time to time under the cybersecurity program are incorporated into the Company’s corporate risk register.

The program includes general controls for managing changes in and access to the Company’s information technology environment, cybersecurity awareness and training programs to help employees identify and mitigate against cybersecurity threats, cybersecurity incident response plans and third-party incident response retainers to help expedite the Company’s response in the event of a cybersecurity incident, and guidelines regarding system vulnerability management, third-party threat intelligence, endpoint detection and response solutions, and network security measures.

The program also establishes protocols for identifying and managing material risks related to cybersecurity threats associated with the Company’s use of third-party service providers.

The Company monitors and oversees the material risks related to vulnerabilities, threats, and incidents impacting its third-party service providers via onboarding reviews, threat intelligence reports, and annual assessments.

As an example of the Company’s efforts to manage third-party cybersecurity risks, when third parties are engaged to provide software-as-a-service offerings, the Company’s standard licensing terms require such third parties to utilize safeguards to protect the Company’s data, in compliance with applicable standards from the International Organization for Standardization (ISO) regarding security techniques, and to notify the Company within 24 hours of becoming aware of a cybersecurity incident impacting the Company’s data.

As of December 31, 2023, no risks from cybersecurity threats or incidents have materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition.

Governance

In 2023, the Company’s Board of Directors established a standing Cybersecurity Committee to assist with oversight of the Company’s cybersecurity program and the material risks associated with the threats identified under the program.

Given the Cybersecurity Committee’s chair’s previous military experience in positions relevant to information security and his NACD-sponsored CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute, the committee benefits from his perspectives, skills, and training when reviewing and managing the Company’s exposure to cybersecurity risks.

As stated in its charter, the Cybersecurity Committee’s responsibilities include:

- providing oversight of the Company’s cybersecurity policies, procedures, and plans, including the quality and effectiveness of the cybersecurity program;

- reviewing the Company’s policies and procedures related to its preparation for, defense against, response to, and recovery from material cybersecurity incidents;

- reviewing with management the plans and methodology for periodic assessments of the Company’s cybersecurity program by outside professionals, including the findings of such assessments and plans to remediate any material deficiencies identified by such assessments;

- overseeing the Company’s management of risks related to its cybersecurity systems and processes;

- reviewing with management any cybersecurity insurance program the Company may procure, including with respect to coverage and limits; and

- overseeing the preparation of the Company’s disclosures in its reports filed with the Securities and Exchange Commission relating to the Company’s cybersecurity systems.

The Cybersecurity Committee also has authority to retain cybersecurity and other consultants and advisors to assist and advise the committee in its evaluation of the Company’s cybersecurity program.

The Cybersecurity Committee receives regular reports from Company management regarding the Company’s cybersecurity systems and programs, and the committee from time to time also receives updates from external cybersecurity specialists on cybersecurity trends and incidents, including those that may be particularly relevant to the Company’s industry or operations.

In addition, in exercising its oversight responsibilities, the Cybersecurity Committee has full access to Company management and may inquire into any matter that it considers to be of material concern to the committee or the full Board of Directors.

The Cybersecurity Committee reports regularly to the full Board of Directors, with respect to such matters as are relevant to the committee’s discharge of its responsibilities and with respect to such recommendations as the committee deems appropriate for consideration by the Board of Directors.

The Cybersecurity Committee also refers to the Audit Committee any matters that come to the attention of the Cybersecurity Committee that fall within the purview of the Audit Committee, including any matters related to the Company’s internal control over financial reporting.

APA’s Chief Information Officer (the CIO) is primarily responsible for the day-to-day operation of the Company’s cybersecurity program and for identifying, assessing, and managing the material risks associated with the cybersecurity threats and incidents identified from time to time thereunder.

The CIO manages the Company’s Information Security Team, which is comprised of cybersecurity professionals responsible for managing the Company’s threat intelligence, vulnerability management, forensics, and security architecture systems and processes.

The CIO has a Bachelor of Science in Computer Science and over 25 years of experience managing data and technology in the energy industry.

He also receives regular updates from external cybersecurity specialists on emerging trends, threats, and technologies in the cybersecurity industry.

The CIO reports directly to APA’s Executive Vice President, Administration, who, along with the CIO, presents all relevant information to the Cybersecurity Committee.

Additionally, in 2023, the Company established its CyberSmart Defender Network, which is a multi-disciplinary team that includes representatives from across the Company’s various departments, responsible for raising awareness of cybersecurity issues, sharing learnings, and gaining access to advanced cybersecurity information and training.

Under the direction of the CIO, management’s responsibilities with respect to the Company’s cybersecurity program include (i) identifying and managing cybersecurity risks, (ii) coordinating cybersecurity incident response, (iii) assessing the health and maturity of the Company’s cybersecurity policies, procedures, and plans, including the program, and (iv) reporting overall progress to the Cybersecurity Committee and to the full Board of Directors.

For additional information regarding relevant cybersecurity risks, see [Item 1A](#iab800de195fc4467a5971babd9f27302_22)[―](#iab800de195fc4467a5971babd9f27302_22)[Risk Factors](#iab800de195fc4467a5971babd9f27302_22) ― “*A cyberattack targeting systems and infrastructure used by the Company or others in the oil and gas industry may adversely impact the Company’s operations*.”

| | | | | | |

| --- | --- | --- | --- | --- | --- |

APA’s common stock, par value $0.625 per share, is traded on the Nasdaq Global Select Market (Nasdaq) under the symbol “APA.” The closing price of APA’s common stock, as reported by the Nasdaq for January 31, [removed: 2023,] [added: 2024,] was [removed: $44.33] [added: $31.33] per share.

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 310,953,174] [added: 301,818,820] shares of APA’s common stock outstanding held by approximately [removed: 3,100] [added: 3,000] stockholders of record and [removed: 208,000] [added: 257,000] beneficial owners.

The Company has paid cash dividends on its common stock for [removed: 58] [added: 59] consecutive years through December 31, [removed: 2022.][added: 2023.]

[removed: In] [added: During] the [removed: fourth] [added: third] quarter of [removed: 2021 APA’s] [added: 2022, the Company’s] Board of Directors [removed: approved an increase in] [added: increased] the Company’s quarterly dividend [removed: per share] from [removed: $0.0625] [added: $0.125] per share to [removed: $0.125] [added: $0.25] per [removed: share paid on February 22, 2022, and during the third quarter of 2022, the Company’s Board of Directors approved] [added: share, representing] a [removed: further increase] [added: return] to [removed: its quarterly] [added: pre-Covid-19] dividend [removed: to $0.25 per share.][added: levels.]

Information concerning securities authorized for issuance under equity compensation plans is set forth under the caption “Equity Compensation Plan Information” in the proxy statement relating to the Company’s [removed: 2023] [added: 2024] annual meeting of stockholders, which is incorporated herein by reference.

The table below sets forth information with respect to shares of common stock repurchased by APA during [removed: 2022.][added: 2023.]

The graph compares the yearly percentage change in the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the Standard & Poor’s 500 Index (S&P 500 Index) and of the Dow Jones U.S. Exploration & Production Index (formerly Dow Jones Secondary Oil Stock Index) from December 31, [removed: 2017,] [added: 2018,] through December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

* $100 invested on [removed: 12/31/17] [added: 12/31/18] in stock or index, including reinvestment of dividends.

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Dow Jones U.S. Exploration & Production Index | | | | | | 100.00 | | | | | | [removed: 82.23] [added: 111.39] | | | | | | [removed: 91.60] [added: 73.91] | | | | | | [removed: 60.78] [added: 126.33] | | | | | | [removed: 103.88] [added: 201.59] | | | | | | [removed: 165.77] [added: 210.70] | | |

| January 1 to January 31, 2023 | | | | | | 1,115,162 | | | | | | $ | 45.96 | | | | | 1,115,162 | | | | | | 51,515,635 | | |

| February 1 to February 28, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,515,635 | | |

| March 1 to March 31, 2023 | | | | | | 2,547,546 | | | | | | 35.85 | | | | | | 2,547,546 | | | | | | 48,968,089 | | |

| April 1 to April 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 48,968,089 | | |

| May 1 to May 31, 2023 | | | | | | 1,348,347 | | | | | | 33.72 | | | | | | 1,348,347 | | | | | | 47,619,742 | | |

| June 1 to June 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,619,742 | | |

| July 1 to July 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,619,742 | | |

| August 1 to August 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,619,742 | | |

| September 1 to September 30, 2023 | | | | | | 477,465 | | | | | | 41.90 | | | | | | 477,465 | | | | | | 47,142,277 | | |

| October 1 to October 31, 2023 | | | | | | 447,228 | | | | | | 40.26 | | | | | | 447,228 | | | | | | 46,695,049 | | |

| November 1 to November 30, 2023 | | | | | | 1,495,986 | | | | | | 37.44 | | | | | | 1,495,986 | | | | | | 45,199,063 | | |

| December 1 to December 31, 2023 | | | | | | 1,279,444 | | | | | | 36.95 | | | | | | 1,279,444 | | | | | | 43,919,619 | | |

| Total | | | | | | 8,711,178 | | | | | | $ | 37.81 | | | | | | | | | | | | | |

| APA Corporation | | | | | | $ | 100.00 | | | | | $ | 101.06 | | | | | $ | 56.89 | | | | | $ | 108.53 | | | | | $ | 191.58 | | | | | $ | 150.92 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| January 1 to January 31, 2022 | | | | | | 600,000 | | | | | | $ | 26.96 | | | | | 600,000 | | | | | | 48,195,790 | | |

| February 1 to February 28, 2022 | | | | | | 1,000,000 | | | | | | 31.71 | | | | | | 1,000,000 | | | | | | 47,195,790 | | |

| March 1 to March 31, 2022 | | | | | | 5,629,450 | | | | | | 37.83 | | | | | | 5,629,450 | | | | | | 41,566,340 | | |

| April 1 to April 30, 2022 | | | | | | 1,877,089 | | | | | | 41.97 | | | | | | 1,877,089 | | | | | | 39,689,251 | | |

| May 1 to May 31, 2022 | | | | | | 1,920,689 | | | | | | 41.50 | | | | | | 1,920,689 | | | | | | 37,768,562 | | |

| June 1 to June 30, 2022 | | | | | | 3,189,921 | | | | | | 41.44 | | | | | | 3,189,921 | | | | | | 34,578,641 | | |

| July 1 to July 31, 2022 | | | | | | 6,863,858 | | | | | | 33.88 | | | | | | 6,863,858 | | | | | | 27,714,783 | | |

| August 1 to August 31, 2022 | | | | | | 2,958,437 | | | | | | 33.81 | | | | | | 2,958,437 | | | | | | 24,756,346 | | |

| September 1 to September 30, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,756,346 | | |

| October 1 to October 31, 2022 | | | | | | 2,063,203 | | | | | | 40.40 | | | | | | 2,063,203 | | | | | | 62,693,143 | | |

| November 1 to November 30, 2022 | | | | | | 445,747 | | | | | | 44.88 | | | | | | 445,747 | | | | | | 62,247,396 | | |

| December 1 to December 31, 2022 | | | | | | 9,616,599 | | | | | | 45.25 | | | | | | 9,616,599 | | | | | | 52,630,797 | | |

| Total | | | | | | 36,164,993 | | | | | | $ | 39.34 | | | | | | | | | | | | | |

| APA Corporation | | | | | | $ | 100.00 | | | | | $ | 63.62 | | | | | $ | 64.29 | | | | | $ | 36.20 | | | | | $ | 69.05 | | | | | $ | 121.88 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

The financial statements and supplementary financial information required to be filed under this Item 8 are presented on pages F-1 through [removed: F-66] [added: F-64] in Part IV, Item 15 of this Annual Report on Form 10-K and are incorporated herein by reference.

The financial statements for the fiscal years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] included in this Annual Report on Form 10-K, have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their audit report appearing herein.

Christmann IV, the Company’s Chief Executive [removed: Officer and President,] [added: Officer,] in his capacity as principal executive officer, and Stephen J.

Riney, the Company’s [removed: Executive Vice] President and Chief Financial Officer, in his capacity as principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, [removed: 2022,] [added: 2023,] the end of the period covered by this Annual Report on Form 10-K.

There was no change in our internal controls over financial reporting during the quarter [removed: ending] [added: ended] December 31, [removed: 2022,] [added: 2023,] that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

During the three months ended December 31, 2023, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined under Item 408 of Regulation S-K.

None.

The information set forth under the captions “Nominees for Election as Directors,” “Information about Our Executive Officers,” “Securities Ownership and Principal Holders,” “Additional Information—Future Shareholder Proposals and Director Nominations,” and “Corporate Governance—Standing Committees and Meetings of the Board” in the proxy statement relating to the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders (the Proxy Statement) is incorporated herein by reference.

[removed: Pursuant to] [added: In accordance with] Rule 5610 of the Nasdaq, the Company [removed: is required to adopt] [added: maintains] a code of business conduct and ethics for its directors, officers, and employees.

[removed: In February 2004, the board of directors of Apache, the] [added: The] Company’s [removed: predecessor registrant, adopted the] Code of Business Conduct and Ethics [removed: (Code of Conduct) and] [added: was adopted by] the Company’s [removed: board of directors, as part] [added: Board] of [removed: the Holding Company Reorganization, adopted and revised it] [added: Directors] in March [removed: 2021.][added: 2021 and subsequently amended in September 2021 (as amended, the Code of Conduct).]

The [removed: revised] Code of Conduct also meets the requirements of a code of ethics under Item 406 of Regulation S-K.

You can access the [removed: Company’s] Code of Conduct on the Governance page of the Company’s website at www.apacorp.com.

The information set forth under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan Based Awards Table,” “Outstanding Equity Awards at Fiscal Year-End Table,” “Option Exercises and Stock Vested Table,” “Non-Qualified Deferred Compensation Table,” “Potential Payments upon Termination or Change in Control,” “Director Compensation Table,” “CEO Pay Ratio,” “Compensation Committee Interlocks and Insider Participation,” [added: “Pay versus Performance,” “Option Awards,”] and “Compensation Committee Report” in the Proxy Statement is incorporated herein by reference.

The information set forth under the caption “Ratification of [removed: Appointment of Independent Auditors”] [added: Auditor Appointment”] in the Proxy Statement is incorporated herein by reference.

| [Report of management on internal control over financial [removed: reporting](#i6237445a6a004121a7d3f066ad8153fe_142)] [added: reporting](#iab800de195fc4467a5971babd9f27302_142)] | | | [removed: F-[1](#i6237445a6a004121a7d3f066ad8153fe_142)] [added: F-[1](#iab800de195fc4467a5971babd9f27302_142)] | | |

| [Report of independent registered public accounting firm (PCAOB ID: [removed: 42)](#i6237445a6a004121a7d3f066ad8153fe_145)] [added: 42)](#iab800de195fc4467a5971babd9f27302_145)] | | | [removed: F-[2](#i6237445a6a004121a7d3f066ad8153fe_145)] [added: F-[2](#iab800de195fc4467a5971babd9f27302_145)] | | |

| [Report of independent registered public accounting firm (PCAOB [removed: ID:](#i6237445a6a004121a7d3f066ad8153fe_148) 42[)](#i6237445a6a004121a7d3f066ad8153fe_148)] [added: ID:](#iab800de195fc4467a5971babd9f27302_148) 42[)](#iab800de195fc4467a5971babd9f27302_148)] | | | [removed: F-[3](#i6237445a6a004121a7d3f066ad8153fe_148)] [added: F-[3](#iab800de195fc4467a5971babd9f27302_148)] | | |

| [Statement of consolidated operations for each of the three years in the period ended December 31, [removed: 2022](#i6237445a6a004121a7d3f066ad8153fe_154)] [added: 2023](#iab800de195fc4467a5971babd9f27302_154)] | | | [removed: F-[6](#i6237445a6a004121a7d3f066ad8153fe_154)] [added: F-[6](#iab800de195fc4467a5971babd9f27302_154)] | | |

| [Statement of consolidated comprehensive income (loss) for each of the three years in the period ended December 31, [removed: 2022](#i6237445a6a004121a7d3f066ad8153fe_157)] [added: 2023](#iab800de195fc4467a5971babd9f27302_157)] | | | [removed: F-[7](#i6237445a6a004121a7d3f066ad8153fe_157)] [added: F-[7](#iab800de195fc4467a5971babd9f27302_157)] | | |

| [Statement of consolidated cash flows for each of the three years in the period ended December 31, [removed: 2022](#i6237445a6a004121a7d3f066ad8153fe_160)] [added: 2023](#iab800de195fc4467a5971babd9f27302_160)] | | | [removed: F-[8](#i6237445a6a004121a7d3f066ad8153fe_160)] [added: F-[8](#iab800de195fc4467a5971babd9f27302_160)] | | |

| [Consolidated balance sheet as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i6237445a6a004121a7d3f066ad8153fe_163)] [added: 2022](#iab800de195fc4467a5971babd9f27302_163)] | | | [removed: F-[9](#i6237445a6a004121a7d3f066ad8153fe_163)] [added: F-[9](#iab800de195fc4467a5971babd9f27302_163)] | | |

| [Statement of consolidated changes in equity (deficit) and noncontrolling interest for each of the three years in the period ended December 31, [removed: 2022](#i6237445a6a004121a7d3f066ad8153fe_166)] [added: 2023](#iab800de195fc4467a5971babd9f27302_166)] | | | [removed: F-[10](#i6237445a6a004121a7d3f066ad8153fe_166)] [added: F-[10](#iab800de195fc4467a5971babd9f27302_166)] | | |

| [Notes to consolidated financial [removed: statements](#i6237445a6a004121a7d3f066ad8153fe_169)] [added: statements](#iab800de195fc4467a5971babd9f27302_169)] | | | [removed: F-[11](#i6237445a6a004121a7d3f066ad8153fe_169)] [added: F-[11](#iab800de195fc4467a5971babd9f27302_169)] | | |

| 2.1 | | | [removed: – | | |] [Agreement and Plan of Merger, dated as of March 1, 2021, by and among Apache Corporation, Registrant, and APA Merger Sub, [removed: Inc. (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex21.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex21.htm)] | | | [added: 2.1 | | | 3/1/2021 | | | 001-40144 | | |]

| 3.1 | | | [removed: – | | |] [Amended and Restated Certificate of Incorporation of Registrant, dated March 1, [removed: 2021 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex31.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex31.htm)] | | | [added: 3.1 | | | 3/1/2021 | | | 001-40144 | | |]

| [removed: 3.2 | | | –] [added: 3.3] | | | [Amended and Restated Bylaws of Registrant, [removed: dated](https://www.sec.gov/Archives/edgar/data/1841666/000119312523028378/d462086dex31.htm) [February] [added: dated February] 2, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1841666/000119312523028378/d462086dex31.htm) [(incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000119312523028378/d462086dex31.htm) | | |] 8-K [removed: filed](https://www.sec.gov/Archives/edgar/data/1841666/000119312523028378/d462086dex31.htm) [February 8, 2023,](https://www.sec.gov/Archives/edgar/data/1841666/000119312523028378/d462086dex31.htm) [SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/1841666/000119312523028378/d462086dex31.htm)] | | | [added: 3.1 | | | 2/8/2023 | | | 001-40144 | | |]

| 4.1 | | | [removed: – | | |] [Form of Certificate for Registrant’s Common [removed: Stock (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form] [added: Stock.](http://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex41.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex41.htm)] | | | [added: 4.1 | | | 3/1/2021 | | | 001-40144 | | |]

| 4.2 | | | [removed: – | | |] [Description of Equity Securities of the [removed: Registrant (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex42.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex42.htm)] | | | [added: 4.2 | | | 3/1/2021 | | | 001-40144 | | |]

| 10.1 | | | [removed: – | | |] [Credit Agreement \[USD Facility\], dated as of April 29, 2022, among APA Corporation, the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, [removed: Bank of America, N.A., as Syndication Agent, Royal Bank of Canada, HSBC Bank USA, National Association, MUFG Bank, Ltd., Wells Fargo Bank, National Association, Goldman Sachs Bank USA, The Toronto- Dominion Bank, New York Branch, The Bank of Nova Scotia, Houston Branch, Truist Bank,] and [removed: Mizuho Bank, Ltd., as Co](http://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex101.htm)[\-](http://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex101.htm)[Documentation Agents (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form] [added: the other agents party thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex101.htm) | | |] 8-K [removed: filed May 2, 2022, SEC File No. 001-40144).](http://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex101.htm)] | | | [added: 10.1 | | | 5/2/2022 | | | 001-40144 | | |]

| 10.2 | | | [removed: – | | |] [Credit Agreement \[GBP Facility\], dated as of April 29, 2022, among APA Corporation, the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, [removed: The Toronto-Dominion Bank, London Branch, as Syndication Agent, Bank of America, N.A., Royal Bank of Canada, HSBC Bank USA, National Association, MUFG Bank, Ltd., Wells Fargo Bank, N.A. London Branch, Goldman Sachs Bank USA, The Bank of Nova Scotia, Houston Branch, Truist Bank,] and [removed: Mizuho Bank, Ltd., as Co](http://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex102.htm)[\-](http://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex102.htm)[Documentation Agents (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form] [added: the other agents party thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex102.htm) | | |] 8-K [removed: filed May 2, 2022, SEC File No. 001-40144).](http://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex102.htm)] | | | [added: 10.2 | | | 5/2/2022 | | | 001-40144 | | |]

| [removed: †10.3 | | | –] [added: †10.4] | | | [APA Corporation Income Continuance Plan, as amended and restated effective as of March 1, [removed: 2021 (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex102.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex102.htm)] | | | [added: 10.2 | | | 3/1/2021 | | | 001-40144 | | |]

| [removed: †10.4 | | | –] [added: †10.5] | | | [APA Corporation Executive Termination Policy, as amended and restated effective as of March 1, [removed: 2021 (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex103.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex103.htm)] | | | [added: 10.3 | | | 3/1/2021 | | | 001-40144 | | |]

| [removed: †10.5 | | | –] [added: †10.6] | | | [APA Corporation 2016 Omnibus Compensation Plan, dated February 3, 2016, effective May 12, [removed: 2016 (incorporated by reference to Exhibit 10.1 to Apache Corporation’s Current Report on Form] [added: 2016.](https://www.sec.gov/Archives/edgar/data/6769/000119312516591733/d169299dex101.htm) | | |] 8-K [removed: filed May 16, 2016, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000119312516591733/d169299dex101.htm)] | | | [added: 10.1 | | | 5/16/2016 | | | 001-04300 | | |]

| [removed: †10.6 | | | –] [added: †10.7] | | | [First Amendment to the Registrant’s 2016 Omnibus Compensation Plan, dated July 29, [removed: 2019 (incorporated by reference to Exhibit 10.13 to Apache Corporation’s Annual Report on Form] [added: 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1013201910-k.htm) | | |] 10-K [removed: for year ended December 31, 2019, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/0000006769/000173303720000004/apaexhibit1013201910-k.htm)] | | | [added: 10.13 | | | 2/28/2020 | | | 001-04300 | | |]

| [removed: †10.7 | | | –] [added: †10.8] | | | [Second Amendment to the Registrant’s 2016 Omnibus Compensation Plan, dated March 1, [removed: 2021 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex106.htm) | | |] 8-K12B [removed: filed on March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex106.htm)] | | | [added: 10.6 | | | 3/1/2021 | | | 001-40144 | | |]

| [removed: †10.8 | | | –] [added: †10.9] | | | [APA Corporation 2011 Omnibus Equity Compensation Plan, as amended and restated May 12, [removed: 2016 (incorporated by reference to Exhibit 10.1 to Apache Corporation’s Quarterly Report on Form] [added: 2016.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex101.htm) | | |] 10-Q [removed: for the quarter ended June 30, 2016, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex101.htm)] | | | [added: 10.1 | | | 8/4/2016 | | | 001-04300 | | |]

| [removed: †10.9 | | | –] [added: †10.10] | | | [First Amendment to the Registrant’s 2011 Omnibus Equity Compensation Plan, dated July 29, [removed: 2019 (incorporated by reference to Exhibit 10.15 to Apache Corporation’s Annual Report on Form] [added: 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1015201910-k.htm) | | |] 10-K [removed: for year ended December 31, 2019, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1015201910-k.htm)] | | | [added: 10.15 | | | 2/28/2020 | | | 001-04300 | | |]

| [removed: †10.10 | | | –] [added: †10.11] | | | [Second Amendment to the Registrant’s 2011 Omnibus Equity Compensation Plan, dated March 1, [removed: 2021 (incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex105.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex105.htm)] | | | [added: 10.5 | | | 3/1/2021 | | | 001-40144 | | |]

| [removed: †10.13 | | | –] [added: †10.12] | | | [APA Corporation Deferred Delivery Plan, as amended and restated May 12, [removed: 2016 (incorporated by reference to Exhibit 10.3 to Apache Corporation’s Quarterly Report on Form] [added: 2016.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex103.htm) | | |] 10-Q [removed: for the quarter ended June 30, 2016, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex103.htm)] | | | [added: 10.3 | | | 8/4/2016 | | | 001-04300 | | |]

| [removed: †10.15 | | | –] [added: †10.14] | | | [APA Corporation Outside Directors’ Retirement Plan, as amended and restated July 16, 2014, effective June 30, [removed: 2014 (incorporated by reference to Exhibit 10.5 to Apache Corporation’s Quarterly Report on Form] [added: 2014.](https://www.sec.gov/Archives/edgar/data/6769/000119312514302538/d742540dex105.htm) | | |] 10-Q [removed: for the quarter ended June 30, 2014, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000119312514302538/d742540dex105.htm)] | | | [added: 10.5 | | | 8/8/2014 | | | 001-04300 | | |]

| [removed: †10.16 | | | –] [added: †10.15] | | | [APA Corporation Non-Employee Directors’ Restricted Stock Units Program, as amended and restated May 14, [removed: 2015 (incorporated by reference to Exhibit 10.6] [added: 2015, pursuant] to [removed: Apache Corporation’s Quarterly Report on Form 10-Q for] the [removed: quarter ended June 30, 2015, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000119312515281508/d91694dex106.htm)] [added: Registrant’s 2011 Omnibus Equity Compensation Plan.](https://www.sec.gov/Archives/edgar/data/6769/000119312515281508/d91694dex106.htm)] | | | [added: 10-Q | | | 10.6 | | | 8/7/2015 | | | 001-04300 | | |]

| [removed: †10.17 | | | –] [added: †10.16] | | | [APA Corporation Non-Employee Directors’ Restricted Stock Units Program, effective May 12, 2016, pursuant to the Registrant’s 2016 Omnibus Compensation [removed: Plan (incorporated by reference to Exhibit 10.4 to Apache Corporation’s Quarterly Report on Form] [added: Plan.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex104.htm) | | |] 10-Q [removed: for the quarter ended June 30, 2016, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex104.htm)] | | | [added: 10.4 | | | 8/4/2016 | | | 001-04300 | | |]

| [removed: †10.18 | | | –] [added: †10.17] | | | [APA Corporation Outside Directors’ Deferral Program, effective May 12, 2016, pursuant to the Registrant’s 2016 Omnibus Compensation [removed: Plan (incorporated by reference to Exhibit 10.5 to Apache Corporation’s Quarterly Report on Form] [added: Plan.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex105.htm) | | |] 10-Q [removed: for the quarter ended June 30, 2016, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex105.htm)] | | | [added: 10.5 | | | 8/4/2016 | | | 001-04300 | | |]

| †10.19 | | | [removed: – | | |] [Form of [removed: 2019] [added: 2020] Performance Share Program [added: Agreement] (2016 Omnibus Compensation Plan), dated January 3, [removed: 2019 (incorporated by reference to Exhibit 10.1 to Apache Corporation’s Current Report on Form 8-K filed January 7, 2019, SEC File No. 001-04300).](https://www.sec.gov/Archives/edgar/data/6769/000119312519003870/d667516dex101.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1055201910-k.htm)] | | | [added: 10-K | | | 10.55 | | | 2/28/2020 | | | 001-04300 | | |]

| †10.20 | | | [removed: – | | |] [Form of [removed: 2019] [added: 2020] Cash-Based Restricted Stock Unit [removed: Grant] [added: Award] Agreement (2016 Omnibus Compensation Plan), dated January 3, [removed: 2019 (incorporated by reference to Exhibit 10.2 to Apache Corporation’s Current Report on Form 8-K filed January 7, 2019, SEC File No. 001-04300).](https://www.sec.gov/Archives/edgar/data/6769/000119312519003870/d667516dex102.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1056201910-k.htm)] | | | [added: 10-K | | | 10.56 | | | 2/28/2020 | | | 001-04300 | | |]

| †10.21 | | | [removed: – | | |] [Form of [removed: 2019] [added: 2020 Cash-Based] Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 3, [removed: 2019 (incorporated by reference to Exhibit 10.47 to Apache Corporation’s Annual Report on Form] [added: 2020.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1057201910-k.htm) | | |] 10-K [removed: for the year ended December 31, 2018, SEC File No. 001-04300).](https://www.sec.gov/Archives/edgar/data/6769/000173303719000004/apaexhibit1047201810-k.htm)] | | | [added: 10.57 | | | 2/28/2020 | | | 001-04300 | | |]

| [removed: †10.22 | | | –] [added: †10.24] | | | [Form of [removed: 2019] [added: 2021] Cash-Based Restricted Stock Unit [removed: Grant] [added: Award] Agreement (2016 Omnibus Compensation Plan), dated January [removed: 3, 2019 (incorporated by reference to Exhibit 10.48 to Apache Corporation’s Annual Report on Form] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1044202010-k.htm) | | |] 10-K [removed: for the year ended December 31, 2018, SEC File No. 001-04300).](https://www.sec.gov/Archives/edgar/data/6769/000173303719000004/apaexhibit1048201810-k.htm)] | | | [added: 10.44 | | | 2/26/2021 | | | 001-04300 | | |]

| [removed: †10.25 | | | –] [added: †10.18] | | | [Amendment of Stock Option Grant Agreement, dated July 29, [removed: 2019 (incorporated by reference to Exhibit 10.54 to Apache Corporation’s Annual Report on Form] [added: 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1054201910-k.htm) | | |] 10-K [removed: for year ended December 31, 2019, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1054201910-k.htm)] | | | [added: 10.54 | | | 2/28/2020 | | | 001-04300 | | |]

| [removed: †10.26 | | | –] [added: †10.23] | | | [Form of [removed: 2020] [added: 2021] Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January [removed: 3, 2020 (incorporated by reference to Exhibit 10.55 to Apache Corporation’s Annual Report on Form] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1043202010-k.htm) | | |] 10-K [removed: for year ended December 31, 2019, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1055201910-k.htm)] | | | [added: 10.43 | | | 2/26/2021 | | | 001-04300 | | |]

| [removed: †10.27 | | | –] [added: †10.22] | | | [Form of 2020 [removed: Cash-Based] Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 3, [removed: 2020 (incorporated by reference to Exhibit 10.56 to Apache Corporation’s Annual Report on Form] [added: 2020.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1058201910-k.htm) | | |] 10-K [removed: for year ended December 31, 2019, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1056201910-k.htm)] | | | [added: 10.58 | | | 2/28/2020 | | | 001-04300 | | |]

| [removed: †10.28 | | | –] [added: †10.25] | | | [Form of [removed: 2020] [added: 2021] Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January [removed: 3, 2020 (incorporated by reference to Exhibit 10.57 to Apache Corporation’s Annual Report on Form] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1045202010-k.htm) | | |] 10-K [removed: for year ended December 31, 2019, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1057201910-k.htm)] | | | [added: 10.45 | | | 2/26/2021 | | | 001-04300 | | |]

| [removed: †10.29 | | | –] [added: †10.26] | | | [Form of [removed: 2020] [added: 2021] Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January [removed: 3, 2020 (incorporated by reference to Exhibit 10.58 to Apache Corporation’s Annual Report on Form] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1046202010-k.htm) | | |] 10-K [removed: for year ended December 31, 2019, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1058201910-k.htm)] | | | [added: 10.46 | | | 2/26/2021 | | | 001-04300 | | |]

| [removed: †10.34 | | | –] [added: †10.27] | | | [Amendment of Restricted Stock Unit Award Agreement, dated March 1, [removed: 2021 (incorporated by reference to Exhibit 10.7 to Registrant’s Current Report on Form] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex107.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex107.htm)] | | | [added: 10.7 | | | 3/1/2021 | | | 001-40144 | | |]

| [removed: †10.35 | | | –] [added: †10.28] | | | [Amendment of Performance Share Grant Agreement, dated March 1, [removed: 2021 (incorporated by reference to Exhibit 10.8 to Registrant’s Current Report on Form] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex108.htm) | | |] 8-K12B [removed: filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex108.htm)] | | | [added: 10.8 | | | 3/1/2021 | | | 001-40144 | | |]

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Incorporated by Reference | | | | | | | | | | | |

| EXHIBIT NO. | | | DESCRIPTION | | | Form | | | Exhibit | | | Filing Date | | | SEC File No. | | |

| 2.2 | | | [Agreement and Plan of Merger, dated as of January 3, 2024, by and among Registrant, Astro Comet Merger Sub Corp., and Callon Petroleum Company.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524002515/d680825dex21.htm) | | | 8-K | | | 2.1 | | | 1/4/2024 | | | 001-40144 | | |

| 3.2 | | | [Certificate of Amendment of Amended and Restated Certificate of Incorporation of Registrant, dated May 24, 2023, as filed with the Secretary of State of the State of Delaware on May 24, 2023.](http://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/d466832dex31.htm) | | | 8-K | | | 3.1 | | | 5/25/2023 | | | 001-40144 | | |

| 10.3 | | | [Credit Agreement, dated as of January 30, 2024, among APA Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524018906/d700731dex101.htm) | | | 8-K | | | 10.1 | | | 1/30/2024 | | | 001-40144 | | |

| †10.13 | | | [APA Corporation Non-Employee Directors’ Compensation Plan, as amended and restated September 12, 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000178403123000025/apa2023q3exhibit101.htm) | | | 10-Q | | | 10.1 | | | 11/2/2023 | | | 001-40144 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Incorporated by Reference | | | | | | | | | | | |

| EXHIBIT NO. | | | DESCRIPTION | | | Form | | | Exhibit | | | Filing Date | | | SEC File No. | | |

| †10.38 | | | [Form of 2024 Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January 8, 2024.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524007137/d691143dex101.htm) | | | 8-K | | | 10.1 | | | 1/12/2024 | | | 001-40144 | | |

| *†10.39 | | | [Form of 2024 Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 8, 2024.](https://www.sec.gov/Archives/edgar/data/1841666/000178403124000003/apa202310-kexhibit1039.htm) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Incorporated by Reference | | | | | | | | | | | |

| EXHIBIT NO. | | | DESCRIPTION | | | Form | | | Exhibit | | | Filing Date | | | SEC File No. | | |

| *†10.40 | | | [Form of 2024 Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 8, 2024.](https://www.sec.gov/Archives/edgar/data/1841666/000178403124000003/apa202310-kexhibit1040.htm) | | | | | | | | | | | | | | |

| *97.1 | | | [APA Corporation Executive Compensation Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1841666/000178403124000003/apa202310-kexhibit971.htm) | | | | | | | | | | | | | | |

| Furnished herewith. | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| EXHIBIT NO. | | | | | | DESCRIPTION | | |

| †10.11 | | | – | | | [APA Corporation 2007 Omnibus Equity Compensation Plan, as amended and restated May 4, 2011 (incorporated by reference to Exhibit 10.1 to Apache Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000095012311047361/h80300exv10w1.htm) | | |

| †10.12 | | | – | | | [First Amendment to the Registrant’s 2007 Omnibus Equity Compensation Plan, dated March 1, 2021 (incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K12B filed March 1, 2021, SEC File No. 001-40144).](https://www.sec.gov/Archives/edgar/data/0001841666/000119312521063695/d127090dex104.htm) | | |

| †10.14 | | | – | | | [APA Corporation Non-Employee Directors’ Compensation Plan, as amended and restated July 13, 2017 (incorporated by reference to Exhibit 10.1 to Apache Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000167337917000021/apaq22017ex101.htm) | | |

| †10.23 | | | – | | | [Amendment of Performance Share Grant Agreement, dated July 29, 2019 (incorporated by reference to Exhibit 10.52 to Apache Corporation’s Annual Report on Form 10-K for year ended December 31, 2019, SEC File No. 001-4300).](http://www.sec.gov/Archives/edgar/data/0000006769/000173303720000004/apaexhibit1052201910-k.htm) | | |

| †10.24 | | | – | | | [Amendment of Restricted Stock Unit Award Agreement, dated July 29, 2019 (incorporated by reference to Exhibit 10.53 to Apache Corporation’s Annual Report on Form 10-K for year ended December 31, 2019, SEC File No. 001-4300).](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1053201910-k.htm) | | |

| †10.30 | | | – | | | [Form of 2021 Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January 5, 2021 (incorporated by reference to Exhibit 10.43 to Apache Corporation’s Annual Report on Form 10-K for year ended December 31, 2020, SEC File No. 001-04300).](http://www.sec.gov/Archives/edgar/data/0000006769/000167337921000007/apaexhibit1043202010-k.htm) | | |

| †10.31 | | | – | | | [Form of 2021 Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 5, 2021 (incorporated by reference to Exhibit 10.44 to Apache Corporation’s Annual Report on Form 10-K for year ended December 31, 2020, SEC File No. 001-4300).](http://www.sec.gov/Archives/edgar/data/0000006769/000167337921000007/apaexhibit1044202010-k.htm) | | |

| †10.32 | | | – | | | [Form of 2021 Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 5, 2021 (incorporated by reference to Exhibit 10.45 to Apache Corporation's Annual Report on Form 10-K for year ended December 31, 2020, SEC File No. 001-4300).](http://www.sec.gov/Archives/edgar/data/0000006769/000167337921000007/apaexhibit1045202010-k.htm) | | |

| †10.33 | | | – | | | [Form of 2021 Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 5, 2021 (incorporated by reference to Exhibit 10.46 to Apache Corporation’s Annual Report on Form 10-K for year ended December 31, 2020, SEC File No. 001-04300).](http://www.sec.gov/Archives/edgar/data/0000006769/000167337921000007/apaexhibit1046202010-k.htm) | | |

[removed: *Chief Executive Officer] [added: | *President] and [removed: President*][added: Chief Financial Officer* | | |]

Dated: February [removed: 23, 2023][added: 22, 2024]

| /s/ John J. Christmann IV John J. Christmann IV | | | | | | [removed: Director,] [added: Director and] Chief Executive [removed: Officer, and President] [added: Officer] (principal executive officer) | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Stephen J. Riney Stephen J. Riney | | | | | | [removed: Executive Vice] President and Chief Financial Officer (principal financial officer) | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Rebecca A. Hoyt Rebecca A. Hoyt | | | | | | Senior Vice President, Chief Accounting Officer, and Controller (principal accounting officer) | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Annell R. Bay Annell R. Bay | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Juliet S. Ellis Juliet S. Ellis | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Charles W. Hooper Charles W. Hooper | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Chansoo Joung Chansoo Joung | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ H. Lamar McKay H. Lamar McKay | | | | | | Independent, Non-Executive [removed: Chairman] [added: Chair] of the Board and Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Amy H. Nelson Amy H. Nelson | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Daniel W. Rabun Daniel W. Rabun | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Peter A. Ragauss Peter A. Ragauss | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ David L. Stover David L. Stover | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control – Integrated Framework (2013).* Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

[removed: |] *Chief Executive [removed: Officer and President* | | |][added: Officer*]

| [removed: *Executive Vice President and Chief Financial] [added: *Chief Executive] Officer* | | |

We have audited APA Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, APA Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related statements of consolidated operations, comprehensive income (loss), cash flows and changes in equity (deficit) and noncontrolling interest for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 23, 2023] [added: 22, 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of APA Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related statements of consolidated operations, comprehensive income (loss), cash flows and changes in equity (deficit) and noncontrolling interest for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 23, 2023] [added: 22, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | At December 31, [removed: 2022,] [added: 2023,] the carrying value of the Company’s property and equipment was [removed: $9,012] [added: $10,038] million, and depreciation, depletion and amortization (DD&A) expense was [removed: $1,233] [added: $1,540] million for the year then ended. As described in Note 1, the Company follows the successful efforts method of accounting for its oil and gas properties. DD&A of the cost of proved oil and gas properties is calculated using the unit-of-production method based on proved oil and gas reserves, as estimated by the Company’s internal reservoir engineers. Proved oil and gas reserves are those quantities of natural gas, crude oil, condensate, and natural gas liquids, 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. [removed: Significant judgment] [added: Judgment] is required by the Company’s internal reservoir engineers in evaluating [removed: geological and engineering] data [added: used] when estimating oil and gas reserves. Estimating reserves also requires the selection of inputs, including oil and gas price assumptions, future operating and capital costs assumptions, and tax rates by jurisdiction, among others. Because of the complexity involved in estimating oil and gas reserves, management engaged independent petroleum engineers to audit the proved oil and gas reserve estimates prepared by the Company’s internal reservoir engineers for select properties as of December 31, [removed: 2022.] [added: 2023.] Auditing the Company’s DD&A calculations is complex because of the use of the work of the internal reservoir engineers and the independent petroleum engineers and the evaluation of management’s determination of the inputs described above used by the engineers in estimating oil and gas reserves. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its process to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the engineers for use in estimating oil and gas reserves. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the preparation of the reserve estimates and the independent petroleum engineers used to audit the proved oil and gas reserve estimates for select properties. In addition, in assessing whether we can use the work of the engineers, we evaluated the completeness and accuracy of the financial data and inputs described above used by the engineers in estimating oil and gas reserves by agreeing them to source documentation, and we identified and evaluated corroborative and contrary evidence. [removed: For proved undeveloped reserves, we evaluated management’s development plan for compliance with the SEC rule that undrilled locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time, by assessing consistency of the development projections with the Company’s development plan and the availability of capital relative to the development plan.] We also tested the mathematical accuracy of the DD&A calculation, including comparing the oil and gas reserve amounts used in the calculation to the Company’s reserve reports. | | |

| *Description of the Matter* | | | | | | At December 31, [removed: 2022,] [added: 2023,] the asset retirement obligation (ARO) balance totaled [removed: $1,995] [added: $2,438] million. As further described in Note 8, the Company’s ARO reflects the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with the Company’s oil and gas properties and other long-lived assets. The estimation of the ARO related to the North Sea segment requires significant judgment given the magnitude of the expected retirement costs. Auditing the Company’s ARO for the North Sea segment is complex and highly judgmental because of the significant estimation required by management in determining the obligation. In particular, the estimate was sensitive to retirement cost estimates, which are affected by expectations about future market and economic conditions. | | |

| *Description of the Matter* | | | | | | At December 31, [removed: 2022,] [added: 2023,] the decommissioning contingency for sold Gulf of Mexico properties (decommissioning contingency) balance totaled [removed: $1.2 billion.] [added: $824 million.] As further described in Note 11, the Company’s decommissioning contingency reflects the estimated undiscounted potential liability to fund decommissioning of the sold Gulf of Mexico properties. The estimation of the decommissioning contingency requires significant judgment given the magnitude and higher estimation uncertainty of the expected retirement costs. Auditing the Company’s decommissioning contingency is complex and highly judgmental because of the significant estimation required by management in determining the decommissioning contingency. In particular, the estimate was sensitive to retirement cost estimates, which are subjective assumptions affected by expectations about future market and economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s internal controls over its decommissioning contingency estimation process, including management’s review of the significant assumptions that have a material effect on the determination of the contingency. We also tested management’s controls over the completeness and accuracy of financial data used in the valuation. To test the decommissioning contingency, our audit procedures included, among others, assessing the significant assumptions and inputs used in the valuation, such as retirement cost estimates. For example, we evaluated retirement cost estimates by comparing the Company’s estimates to recent offshore activities and [removed: costs as well as current bids obtained from service providers.] [added: costs.] We also involved our internal specialists in testing the underlying retirement cost estimates. | | |

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Oil, natural gas, and natural gas liquids production revenues(1) | | | | | | $ | [removed: 9,220] [added: 7,385] | | | | | $ | [removed: 6,498] [added: 9,220] | | | | | $ | [removed: 4,037] [added: 6,498] | |

| Purchased oil and gas [removed: sales] [added: sales(1)] | | | | | | [removed: 1,855] [added: 894] | | | | | | [removed: 1,487] [added: 1,855] | | | | | | [removed: 398] [added: 1,487] | | |

| Total revenues | | | | | | [removed: 11,075] [added: 8,279] | | | | | | [removed: 7,985] [added: 11,075] | | | | | | [removed: 4,435] [added: 7,985] | | |

| Derivative instrument gains (losses), net | | | | | | [removed: (114)] [added: 99] | | | | | | [removed: 94] [added: (114)] | | | | | | [removed: (223)] [added: 94] | | |

| Gain on divestitures, net | | | | | | [removed: 1,180] [added: 8] | | | | | | [removed: 67] [added: 1,180] | | | | | | [removed: 32] [added: 67] | | |

| Losses on previously sold Gulf of Mexico properties | | | | | | [removed: (157)] [added: (212)] | | | | | | [removed: (446)] [added: (157)] | | | | | | [removed: —] [added: (446)] | | |

| Other, net | | | | | | [removed: 148] [added: 18] | | | | | | [removed: 228] [added: 148] | | | | | | [removed: 64] [added: 228] | | |

| | | | | | | [removed: 12,132] [added: 8,192] | | | | | | [removed: 7,928] [added: 12,132] | | | | | | [removed: 4,308] [added: 7,928] | | |

| Lease operating [removed: expenses] [added: expenses(1)] | | | | | | [removed: 1,444] [added: 1,436] | | | | | | [removed: 1,241] [added: 1,444] | | | | | | [removed: 1,127] [added: 1,241] | | |

| Gathering, processing, and transmission(1) | | | | | | [removed: 367] [added: 334] | | | | | | [removed: 264] [added: 367] | | | | | | [removed: 274] [added: 264] | | |

February 22, 2024

February 22, 2024

February 22, 2024

| Net income including noncontrolling interests | | | | | | $ | 3,207 | | | | | $ | 4,082 | | | | | $ | 1,313 | |

| Asset retirement obligation accretion | | | | | | 116 | | | | | | 117 | | | | | | 113 | | |

| | | | | | | 2,462 | | | | | | 2,708 | | |

| Other | | | | | | 634 | | | | | | 613 | | |

| | | | | | | 10,038 | | | | | | 9,012 | | |

| Deferred tax asset ([Note 10](#iab800de195fc4467a5971babd9f27302_202)) | | | | | | 1,758 | | | | | | 39 | | |

| | | | | | | $ | 15,244 | | | | | $ | 13,147 | |

| Accounts payable | | | | | | $ | 658 | | | | | $ | 771 | |

| | | | | | | 2,404 | | | | | | 2,916 | | |

| Deferred tax liability ([Note 10](#iab800de195fc4467a5971babd9f27302_202)) | | | | | | 371 | | | | | | 314 | | |

| Asset retirement obligation ([Note 8](#iab800de195fc4467a5971babd9f27302_196)) | | | | | | 2,362 | | | | | | 1,940 | | |

| Other | | | | | | 466 | | | | | | 443 | | |

| | | | | | | 3,963 | | | | | | 3,435 | | |

| | | | | | | $ | 15,244 | | | | | $ | 13,147 | |

| Treasury stock activity, net | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (331) | | | | | | — | | | | | | (331) | | | | | | — | | | | | | (331) | | |

| BALANCE AT DECEMBER 31, 2023 | | | | | | $ | — | | | | | | | | $ | 263 | | | | | $ | 11,126 | | | | | $ | (2,959) | | | | | $ | (5,790) | | | | | $ | 15 | | | | | $ | 2,655 | | | | | $ | 1,036 | | | | | $ | 3,691 | |

During each of the years ended December 31, 2023 and 2022, the Company had a designated director on the Kinetik board of directors.

As a result, the Company is considered to have had significant influence over Kinetik for all periods presented and will continue to have such influence until such time as Kinetik appoints a replacement for the Company’s designated director, given that the Company’s current beneficial ownership percentage in Kinetik no longer entitles it to designate a director to the Kinetik board.

Over the past year, the Company experienced a gradual decline in the timeliness of receipts from the EGPC for the Company’s Egyptian oil and gas sales.

Although the Company continues to receive periodic payments from EGPC, deteriorating economic conditions in Egypt have lessened the availability of U.S. dollars in Egypt, resulting in a delay in receipts from EGPC.

Continuation of the currency shortage in Egypt could lead to further delays, deferrals of payment, or non-payment in the future; however, the Company currently anticipates that it will ultimately be able to collect its receivable from EGPC.

During 2023, the Company recorded $50 million of impairments in connection with valuations of drilling and operations equipment inventory upon the Company’s decision to suspend drilling operations in the North Sea.

For the years ended December 31, 2023, 2022, and 2021, the Company recorded no impairments of proved properties.

For the years ended December 31, 2023, 2022, and 2021, the Company recorded no impairments of GPT facilities.

Refer to [Note 10—Income Taxes](#iab800de195fc4467a5971babd9f27302_202) for further information.

New Pronouncements Issued But Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280),” which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.

The amendments do not change or remove existing disclosure requirements or how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, and the amendments are required to be applied on a retrospective basis.

The Company is currently assessing the impact of adopting this standard and does not believe this will have a material impact on its financial statements.

In December 2023, the FASB issued ASU 2023-09 “Improvements to Income Tax Disclosures (Topic 740),” which requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information.

This update is effective for the Company beginning in the first quarter of 2025 and is applied on a prospective basis.

Retrospective application is also permitted.

The Company does not believe this will have a material impact on its financial statements.

2024 Activity

On January 3, 2024, APA and Callon Petroleum Company (Callon) entered into a definitive agreement (the Merger Agreement), pursuant to which APA will acquire Callon in an all-stock transaction valued at approximately $4.5 billion, inclusive of Callon’s net debt.

February 23, 2023

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