Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
APA CORPORATION
/s/ John J. Christmann IV
John J. Christmann IV
Chief Executive Officer
Dated: February 22, 2024
POWER OF ATTORNEY
The officers and directors of APA Corporation, whose signatures appear below, hereby constitute and appoint John J. Christmann IV, Stephen J. Riney, and Rebecca A. Hoyt, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this report and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||||||||||||
| /s/ John J. Christmann IV John J. Christmann IV | Director and Chief Executive Officer (principal executive officer) | February 22, 2024 | ||||||||||||
| /s/ Stephen J. Riney Stephen J. Riney | President and Chief Financial Officer (principal financial officer) | February 22, 2024 | ||||||||||||
| /s/ Rebecca A. Hoyt Rebecca A. Hoyt | Senior Vice President, Chief Accounting Officer, and Controller (principal accounting officer) | February 22, 2024 | ||||||||||||
| /s/ Annell R. Bay Annell R. Bay | Director | February 22, 2024 | ||||||||||||
| /s/ Juliet S. Ellis Juliet S. Ellis | Director | February 22, 2024 | ||||||||||||
| /s/ Charles W. Hooper Charles W. Hooper | Director | February 22, 2024 | ||||||||||||
| /s/ Chansoo Joung Chansoo Joung | Director | February 22, 2024 | ||||||||||||
| /s/ H. Lamar McKay H. Lamar McKay | Independent, Non-Executive Chair of the Board and Director | February 22, 2024 | ||||||||||||
| /s/ Amy H. Nelson Amy H. Nelson | Director | February 22, 2024 | ||||||||||||
| /s/ Daniel W. Rabun Daniel W. Rabun | Director | February 22, 2024 | ||||||||||||
| /s/ Peter A. Ragauss Peter A. Ragauss | Director | February 22, 2024 | ||||||||||||
| /s/ David L. Stover David L. Stover | Director | February 22, 2024 |
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing in this annual report on Form 10-K. The financial statements were prepared in conformity with accounting principles generally accepted in the United States and include amounts that are based on management’s best estimates and judgments.
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements. Our internal control over financial reporting is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel and a written code of business conduct adopted by our Company’s board of directors, applicable to all Company directors and all officers and employees of our Company and subsidiaries.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 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, 2023.
The Company’s independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company’s board of directors. Ernst & Young LLP have audited and reported on the consolidated financial statements of APA Corporation and subsidiaries and the effectiveness of the Company’s internal control over financial reporting. The reports of the independent auditors follow this report on pages F-2 and F-3.
| /s/ John J. Christmann IV | ||
| Chief Executive Officer | ||
| (principal executive officer) | ||
| /s/ Stephen J. Riney | ||
| President and Chief Financial Officer | ||
| (principal financial officer) | ||
| /s/ Rebecca A. Hoyt | ||
| Senior Vice President, Chief Accounting Officer and Controller | ||
| (principal accounting officer) |
Houston, Texas
February 22, 2024
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of APA Corporation
Opinion on Internal Control Over Financial Reporting
We have audited APA Corporation and subsidiaries’ internal control over financial reporting as of December 31, 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, 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, 2023 and 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, 2023, and the related notes and our report dated February 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Houston, Texas
February 22, 2024
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of APA Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of APA Corporation and subsidiaries (the Company) as of December 31, 2023 and 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, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 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 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F-3
| Depreciation, depletion and amortization of property and equipment | ||||||||
| Description of the Matter | At December 31, 2023, the carrying value of the Company’s property and equipment was $10,038 million, and depreciation, depletion and amortization (DD&A) expense was $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. Judgment is required by the Company’s internal reservoir engineers in evaluating data 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, 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. 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. |
F-4
| Accounting for asset retirement obligation for the North Sea segment | ||||||||
| Description of the Matter | At December 31, 2023, the asset retirement obligation (ARO) balance totaled $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. | |||||||
| 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 ARO estimation process, including management’s review of the significant assumptions that have a material effect on the determination of the obligations. We also tested management’s controls over the completeness and accuracy of financial data used in the valuation. To test the ARO for the North Sea segment, 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 costs. We also involved our internal specialists in testing the underlying retirement cost estimates. | |||||||
| Accounting for decommissioning contingency for sold Gulf of Mexico properties | ||||||||
| Description of the Matter | At December 31, 2023, the decommissioning contingency for sold Gulf of Mexico properties (decommissioning contingency) balance totaled $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 costs. We also involved our internal specialists in testing the underlying retirement cost estimates. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Houston, Texas
February 22, 2024
F-5
APA CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED OPERATIONS
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions, except per common share data) | ||||||||||||||||||||
| REVENUES AND OTHER: | ||||||||||||||||||||
| Oil, natural gas, and natural gas liquids production revenues(1) | $ | 7,385 | $ | 9,220 | $ | 6,498 | ||||||||||||||
| Purchased oil and gas sales(1) | 894 | 1,855 | 1,487 | |||||||||||||||||
| Total revenues | 8,279 | 11,075 | 7,985 | |||||||||||||||||
| Derivative instrument gains (losses), net | 99 | (114) | 94 | |||||||||||||||||
| Gain on divestitures, net | 8 | 1,180 | 67 | |||||||||||||||||
| Losses on previously sold Gulf of Mexico properties | (212) | (157) | (446) | |||||||||||||||||
| Other, net | 18 | 148 | 228 | |||||||||||||||||
| 8,192 | 12,132 | 7,928 | ||||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||
| Lease operating expenses(1) | 1,436 | 1,444 | 1,241 | |||||||||||||||||
| Gathering, processing, and transmission(1) | 334 | 367 | 264 | |||||||||||||||||
| Purchased oil and gas costs(1) | 742 | 1,776 | 1,580 | |||||||||||||||||
| Taxes other than income | 207 | 268 | 204 | |||||||||||||||||
| Exploration | 195 | 305 | 155 | |||||||||||||||||
| General and administrative | 351 | 483 | 376 | |||||||||||||||||
| Transaction, reorganization, and separation | 15 | 26 | 22 | |||||||||||||||||
| Depreciation, depletion, and amortization | 1,540 | 1,233 | 1,360 | |||||||||||||||||
| Asset retirement obligation accretion | 116 | 117 | 113 | |||||||||||||||||
| Impairments | 61 | — | 208 | |||||||||||||||||
| Financing costs, net | 312 | 379 | 514 | |||||||||||||||||
| 5,309 | 6,398 | 6,037 | ||||||||||||||||||
| NET INCOME BEFORE INCOME TAXES | 2,883 | 5,734 | 1,891 | |||||||||||||||||
| Current income tax provision | 1,338 | 1,507 | 652 | |||||||||||||||||
| Deferred income tax provision (benefit) | (1,662) | 145 | (74) | |||||||||||||||||
| NET INCOME INCLUDING NONCONTROLLING INTERESTS | 3,207 | 4,082 | 1,313 | |||||||||||||||||
| Net income attributable to noncontrolling interest – Egypt | 352 | 464 | 174 | |||||||||||||||||
| Net income attributable to noncontrolling interest – Altus | — | 14 | 4 | |||||||||||||||||
| Net income (loss) attributable to Altus Preferred Unit limited partners | — | (70) | 162 | |||||||||||||||||
| NET INCOME ATTRIBUTABLE TO COMMON STOCK | $ | 2,855 | $ | 3,674 | $ | 973 | ||||||||||||||
| NET INCOME PER COMMON SHARE: | ||||||||||||||||||||
| Basic | $ | 9.26 | $ | 11.05 | $ | 2.60 | ||||||||||||||
| Diluted | $ | 9.25 | $ | 11.02 | $ | 2.59 | ||||||||||||||
| WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||||||||||||||||||
| Basic | 308 | 332 | 374 | |||||||||||||||||
| Diluted | 309 | 333 | 375 |
(1) For related party transactions associated with Kinetik, refer to Note 6—Equity Method Interest for further detail.
The accompanying notes to consolidated financial statements are an integral part of this statement.
F-6
APA CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| NET INCOME INCLUDING NONCONTROLLING INTERESTS | $ | 3,207 | $ | 4,082 | $ | 1,313 | ||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: | ||||||||||||||||||||
| Pension and postretirement benefit plan | 1 | (8) | 7 | |||||||||||||||||
| Share of equity method interests other comprehensive income | — | — | 1 | |||||||||||||||||
| COMPREHENSIVE INCOME INCLUDING NONCONTROLLING INTERESTS | 3,208 | 4,074 | 1,321 | |||||||||||||||||
| Comprehensive income attributable to noncontrolling interest – Egypt | 352 | 464 | 174 | |||||||||||||||||
| Comprehensive income attributable to noncontrolling interest – Altus | — | 14 | 4 | |||||||||||||||||
| Comprehensive income (loss) attributable to Altus Preferred Unit limited partners | — | (70) | 162 | |||||||||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCK | $ | 2,856 | $ | 3,666 | $ | 981 |
The accompanying notes to consolidated financial statements are an integral part of this statement.
F-7
APA CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||||||
| Net income including noncontrolling interests | $ | 3,207 | $ | 4,082 | $ | 1,313 | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Unrealized derivative instrument losses (gains), net | (51) | 67 | (69) | |||||||||||||||||
| Gain on divestitures, net | (8) | (1,180) | (67) | |||||||||||||||||
| Exploratory dry hole expense and unproved leasehold impairments | 114 | 207 | 97 | |||||||||||||||||
| Depreciation, depletion, and amortization | 1,540 | 1,233 | 1,360 | |||||||||||||||||
| Asset retirement obligation accretion | 116 | 117 | 113 | |||||||||||||||||
| Impairments | 61 | — | 208 | |||||||||||||||||
| Provision for (benefit from) deferred income taxes | (1,662) | 145 | (74) | |||||||||||||||||
| (Gain) loss from extinguishment of debt | (9) | 67 | 104 | |||||||||||||||||
| Losses on previously sold Gulf of Mexico properties | 212 | 157 | 446 | |||||||||||||||||
| Other | 26 | (73) | 28 | |||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
| Receivables | (157) | (93) | (386) | |||||||||||||||||
| Inventories | 13 | (1) | (9) | |||||||||||||||||
| Drilling advances and other current assets | 269 | (15) | 71 | |||||||||||||||||
| Deferred charges and other long-term assets | 270 | 69 | (42) | |||||||||||||||||
| Accounts payable | (84) | (4) | 245 | |||||||||||||||||
| Accrued expenses | (400) | 303 | 127 | |||||||||||||||||
| Deferred credits and noncurrent liabilities | (328) | (138) | 31 | |||||||||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 3,129 | 4,943 | 3,496 | |||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||||||
| Additions to upstream oil and gas property | (2,313) | (1,770) | (1,101) | |||||||||||||||||
| Acquisition of Delaware Basin properties | (24) | (591) | — | |||||||||||||||||
| Leasehold and property acquisitions | (20) | (37) | (9) | |||||||||||||||||
| Proceeds from asset divestitures | 29 | 778 | 256 | |||||||||||||||||
| Proceeds from sale of Kinetik shares | 228 | 224 | — | |||||||||||||||||
| Deconsolidation of Altus cash and cash equivalents | — | (143) | — | |||||||||||||||||
| Other, net | (38) | 28 | 21 | |||||||||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (2,138) | (1,511) | (833) | |||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||||||
| Proceeds from (payments on) revolving credit facilities, net | (194) | 24 | 392 | |||||||||||||||||
| Payments on Apache fixed-rate debt | (65) | (1,493) | (1,795) | |||||||||||||||||
| Distributions to noncontrolling interest – Egypt | (238) | (362) | (279) | |||||||||||||||||
| Dividends paid to APA common stockholders | (308) | (207) | (52) | |||||||||||||||||
| Treasury stock activity, net | (329) | (1,423) | (847) | |||||||||||||||||
| Other, net | (15) | (28) | (42) | |||||||||||||||||
| NET CASH USED IN FINANCING ACTIVITIES | (1,149) | (3,489) | (2,623) | |||||||||||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (158) | (57) | 40 | |||||||||||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 245 | 302 | 262 | |||||||||||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 87 | $ | 245 | $ | 302 | ||||||||||||||
| SUPPLEMENTARY CASH FLOW DATA: | ||||||||||||||||||||
| Interest paid, net of capitalized interest | $ | 329 | $ | 322 | $ | 442 | ||||||||||||||
| Income taxes paid, net of refunds | 1,271 | 1,431 | 633 |
The accompanying notes to consolidated financial statements are an integral part of this statement.
F-8
APA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In millions, except share data) | ||||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS: | ||||||||||||||
| Cash and cash equivalents | $ | 87 | $ | 245 | ||||||||||
| Receivables, net of allowance of $114 and $117 | 1,610 | 1,466 | ||||||||||||
| Other current assets (Note 5) | 765 | 997 | ||||||||||||
| 2,462 | 2,708 | |||||||||||||
| PROPERTY AND EQUIPMENT: | ||||||||||||||
| Oil and gas properties, on the basis of successful efforts accounting: | 44,860 | 42,356 | ||||||||||||
| Gathering, processing, and transmission facilities | 448 | 449 | ||||||||||||
| Other | 634 | 613 | ||||||||||||
| Less: Accumulated depreciation, depletion, and amortization | (35,904) | (34,406) | ||||||||||||
| 10,038 | 9,012 | |||||||||||||
| OTHER ASSETS: | ||||||||||||||
| Equity method interests (Note 6) | 437 | 624 | ||||||||||||
| Decommissioning security for sold Gulf of Mexico properties (Note 11) | 21 | 217 | ||||||||||||
| Deferred tax asset (Note 10) | 1,758 | 39 | ||||||||||||
| Deferred charges and other | 528 | 547 | ||||||||||||
| $ | 15,244 | $ | 13,147 | |||||||||||
| LIABILITIES, NONCONTROLLING INTEREST, AND EQUITY | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Accounts payable | $ | 658 | $ | 771 | ||||||||||
| Current debt | 2 | 2 | ||||||||||||
| Other current liabilities (Note 7) | 1,744 | 2,143 | ||||||||||||
| 2,404 | 2,916 | |||||||||||||
| LONG-TERM DEBT (Note 9) | 5,186 | 5,451 | ||||||||||||
| DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES: | ||||||||||||||
| Deferred tax liability (Note 10) | 371 | 314 | ||||||||||||
| Asset retirement obligation (Note 8) | 2,362 | 1,940 | ||||||||||||
| Decommissioning contingency for sold Gulf of Mexico properties (Note 11) | 764 | 738 | ||||||||||||
| Other | 466 | 443 | ||||||||||||
| 3,963 | 3,435 | |||||||||||||
| EQUITY: | ||||||||||||||
| Common stock, $0.625 par, 860,000,000 shares authorized, 420,595,901 and 419,869,987 shares issued, respectively | 263 | 262 | ||||||||||||
| Paid-in capital | 11,126 | 11,420 | ||||||||||||
| Accumulated deficit | (2,959) | (5,814) | ||||||||||||
| Treasury stock, at cost, 117,020,000 and 108,310,838 shares, respectively | (5,790) | (5,459) | ||||||||||||
| Accumulated other comprehensive income | 15 | 14 | ||||||||||||
| APA SHAREHOLDERS’ EQUITY | 2,655 | 423 | ||||||||||||
| Noncontrolling interest – Egypt | 1,036 | 922 | ||||||||||||
| TOTAL EQUITY | 3,691 | 1,345 | ||||||||||||
| $ | 15,244 | $ | 13,147 |
The accompanying notes to consolidated financial statements are an integral part of this statement.
F-9
APA CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CHANGES IN EQUITY (DEFICIT) AND NONCONTROLLING INTEREST
| Redeemable Noncontrolling Interest - Altus Preferred Unit Limited Partners | Common Stock | Paid-In Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income | APA SHAREHOLDERS’ EQUITY (DEFICIT) | Noncontrolling Interests | TOTAL EQUITY (DEFICIT) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2020 | $ | 608 | $ | 262 | $ | 11,735 | $ | (10,461) | $ | (3,189) | $ | 14 | $ | (1,639) | $ | 994 | $ | (645) | |||||||||||||||||||||||||||||||||||||||||
| Net income attributable to common stock | — | — | — | 973 | — | — | 973 | — | 973 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest – Egypt | — | — | — | — | — | — | — | 174 | 174 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest – Altus | — | — | — | — | — | — | — | 4 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Altus Preferred Unit limited partners | 162 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions payable to Altus Preferred Unit limited partners | (12) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to Altus Preferred Unit limited partners | (46) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest – Egypt | — | — | — | — | — | — | — | (279) | (279) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common dividends ($0.2375 per share) | — | — | (87) | — | — | — | (87) | — | (87) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock activity, net | — | — | (6) | — | — | — | (6) | — | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock activity, net | — | — | — | — | (847) | — | (847) | — | (847) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Compensation expense | — | — | 21 | — | — | — | 21 | — | 21 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | (18) | — | — | 8 | (10) | (15) | (25) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2021 | $ | 712 | $ | 262 | $ | 11,645 | $ | (9,488) | $ | (4,036) | $ | 22 | $ | (1,595) | $ | 878 | $ | (717) | |||||||||||||||||||||||||||||||||||||||||
| Net income attributable to common stock | — | — | — | 3,674 | — | — | 3,674 | — | 3,674 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest – Egypt | — | — | — | — | — | — | — | 464 | 464 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest – Altus | — | — | — | — | — | — | — | 14 | 14 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Altus Preferred Unit limited partners | (70) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest – Egypt | — | — | — | — | — | — | — | (362) | (362) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common dividends ($0.75 per share) | — | — | (245) | — | — | — | (245) | — | (245) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock activity, net | — | — | (6) | — | — | — | (6) | — | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of Altus | (642) | — | — | — | — | — | — | (72) | (72) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock activity, net | — | — | — | — | (1,423) | — | (1,423) | — | (1,423) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Compensation expense | — | — | 26 | — | — | — | 26 | — | 26 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | (8) | (8) | — | (8) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | — | $ | 262 | $ | 11,420 | $ | (5,814) | $ | (5,459) | $ | 14 | $ | 423 | $ | 922 | $ | 1,345 | |||||||||||||||||||||||||||||||||||||||||
| Net income attributable to common stock | — | — | — | 2,855 | — | — | 2,855 | — | 2,855 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest – Egypt | — | — | — | — | — | — | — | 352 | 352 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest – Egypt | — | — | — | — | — | — | — | (238) | (238) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common dividends ($1.00 per share) | — | — | (308) | — | — | — | (308) | — | (308) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock activity, net | — | 1 | (14) | — | — | — | (13) | — | (13) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock activity, net | — | — | — | — | (331) | — | (331) | — | (331) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Compensation expense | — | — | 23 | — | — | — | 23 | — | 23 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | 5 | — | — | 1 | 6 | — | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | $ | — | $ | 263 | $ | 11,126 | $ | (2,959) | $ | (5,790) | $ | 15 | $ | 2,655 | $ | 1,036 | $ | 3,691 |
The accompanying notes to consolidated financial statements are an integral part of this statement.
F-10
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nature of Operations
APA Corporation (APA or the Company) is an independent energy company that owns consolidated subsidiaries that explore for, develop, and produce natural gas, crude oil, and natural gas liquids. The Company’s upstream business has oil and gas operations in three geographic areas: the United States (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 Uruguay and other international locations that may, over time, result in reportable discoveries and development opportunities. Prior to the BCP Business Combination defined below, the Company’s midstream business was operated by Altus Midstream Company (ALTM) through its subsidiary Altus Midstream LP (collectively, Altus).
On March 1, 2021, Apache Corporation, the Company’s predecessor registrant, consummated a holding company reorganization (the Holding Company Reorganization), pursuant to which Apache Corporation became a direct, wholly owned subsidiary of APA Corporation, and all of Apache Corporation’s outstanding shares automatically converted into equivalent corresponding shares of APA. Pursuant to the Holding Company Reorganization, APA became the successor issuer to Apache Corporation pursuant to Rule 12g-3(a) under the Exchange Act and replaced Apache Corporation as the public company trading on the Nasdaq Global Select Market under the ticker symbol “APA.” The Holding Company Reorganization modernized the Company’s operating and legal structure to more closely align with its growing international presence, making it more consistent with other companies that have subsidiaries operating around the globe. As a holding company, APA Corporation’s primary assets are its ownership interests in its subsidiaries.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting policies used by APA and its subsidiaries reflect industry practices and conform to accounting principles generally accepted in the U.S. (GAAP). The Company’s financial statements for prior periods may include reclassifications that were made to conform to the current-year presentation. Significant accounting policies are discussed below.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of APA and its subsidiaries after elimination of intercompany balances and transactions.
The implementation of the Holding Company Reorganization was accounted for as a merger under common control. APA recognized the assets and liabilities of Apache at carryover basis. The consolidated financial statements of APA present comparative information for prior years on a combined basis, as if both APA and Apache were under common control for all periods presented.
The Company’s undivided interests in oil and gas exploration and production ventures and partnerships are proportionately consolidated. The Company consolidates all other investments in which, either through direct or indirect ownership, it has more than a 50 percent voting interest or controls the financial and operating decisions.
Noncontrolling interests represent third-party ownership in the net assets of a consolidated subsidiary of APA and are reflected separately in the Company’s financial statements. Sinopec International Petroleum Exploration and Production Corporation (Sinopec) owns a one-third minority participation in the Company’s consolidated Egypt oil and gas business as a noncontrolling interest, which is reflected as a separate noncontrolling interest component of equity in the Company’s consolidated balance sheet. The Company has determined that a limited partnership and APA subsidiary, which has control over APA’s Egyptian operations, qualifies as a variable interest entity (VIE) under GAAP. Apache consolidates the activities of APA’s Egyptian operations because it has concluded that a wholly owned subsidiary has a controlling financial interest in APA’s Egyptian operations and was determined to be the primary beneficiary of the VIE.
Additionally, prior to the BCP Business Combination (as defined below), third-party investors owned a minority interest of approximately 21 percent of Altus, which was reflected as a separate noncontrolling interest component of equity in the Company’s consolidated balance sheet. ALTM qualified as a VIE under GAAP, which APA consolidated because a wholly owned subsidiary of APA had a controlling financial interest and was determined to be the primary beneficiary.
F-11
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
On February 22, 2022, ALTM closed a transaction to combine with privately owned BCP Raptor Holdco LP (BCP and, together with BCP Raptor Holdco GP, LLC, the Contributed Entities) in an all-stock transaction, pursuant to the Contribution Agreement entered into by and among ALTM, Altus Midstream LP, New BCP Raptor Holdco, LLC (the Contributor), and BCP (the BCP Contribution Agreement). Pursuant to the BCP Contribution Agreement, the Contributor contributed all of the equity interests of the Contributed Entities (the Contributed Interests) to Altus Midstream LP, with each Contributed Entity becoming a wholly owned subsidiary of Altus Midstream LP (the BCP Business Combination). Upon closing the transaction, the combined entity was renamed Kinetik Holdings Inc. (Kinetik), and the Company determined that it was no longer the primary beneficiary of Kinetik. The Company further determined that Kinetik no longer qualified as a VIE under GAAP. As a result, the Company deconsolidated ALTM on February 22, 2022. Refer to Note 2—Acquisitions and Divestitures for further detail.
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.
Investments in which the Company has significant influence, but not control, are accounted for under the equity method of accounting. These investments are recorded separately as “Equity method interests” in the Company’s consolidated balance sheet. The Company elected the fair value option to account for its equity method interest in Kinetik. Refer to Note 6—Equity Method Interests for further detail.
Use of Estimates
Preparation of financial statements in conformity with GAAP and disclosure of contingent assets and liabilities requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on a regular basis. Actual results may differ from these estimates and assumptions used in preparation of the Company’s financial statements, and changes in these estimates are recorded when known.
Significant estimates with regard to these financial statements include the estimates of fair value for long-lived assets (refer to “Fair Value Measurements” and “Property and Equipment” sections in this Note 1 below), the fair value determination of acquired assets and liabilities (refer to Note 2—Acquisitions and Divestitures), the fair value of equity method interests (refer to “Equity Method Interests” within this Note 1 below and Note 6—Equity Method Interests), the assessment of asset retirement obligations (refer to Note 8—Asset Retirement Obligation), the estimate of income taxes (refer to Note 10—Income Taxes), the estimation of the contingent liability representing Apache’s potential decommissioning obligations on sold properties in the Gulf of Mexico (refer to Note 11—Commitments and Contingencies), and the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom (refer to Note 18—Supplemental Oil and Gas Disclosures (Unaudited)).
Fair Value Measurements
Certain assets and liabilities are reported at fair value on a recurring basis in the Company’s consolidated balance sheet. Accounting Standards Codification (ASC) 820-10-35, “Fair Value Measurement” (ASC 820), provides a hierarchy that prioritizes and defines the types of inputs used to measure fair value. The fair value hierarchy gives the highest priority to Level 1 inputs, which consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable; hence, these valuations have the lowest priority.
The valuation techniques that may be used to measure fair value include a market approach, an income approach, and a cost approach. A market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. An income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectations, including present value techniques, option-pricing models, and the excess earnings method. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
F-12
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Refer to Note 4—Derivative Instruments and Hedging Activities, Note 6—Equity Method Interests, Note 9—Debt and Financing Costs, Note 12—Retirement and Deferred Compensation Plans, and Note 13—Redeemable Noncontrolling Interest — Altus for further detail regarding the Company’s fair value measurements recorded on a recurring basis.
The Company also uses fair value measurements on a nonrecurring basis when certain qualitative assessments of its assets indicate a potential impairment.
For the years ended December 31, 2023 and 2022, the Company recorded $11 million and no asset impairments, respectively, in connection with fair value assessments. For the year ended December 31, 2021, the Company recorded asset impairments totaling $208 million. These charges include a $160 million impairment on the Company’s equity method interest in a pipeline investment as part of Altus’ review of the fair value of its assets in relation to the BCP Business Combination. Refer to “Equity Method Interests” within this Note 1 below and Note 2—Acquisitions and Divestitures for further detail on the BCP Business Combination.
Revenue Recognition
Upstream
The Company’s upstream oil and gas segments primarily generate revenue from contracts with customers from the sale of its crude oil, natural gas, and natural gas liquids production volumes. In addition to APA-related production volumes, the Company also sells commodity volumes purchased from third parties to provide flexibility to fulfill sales obligations and commitments. Under these commodity sales contracts, the physical delivery of each unit of quantity represents a single, distinct performance obligation on behalf of the Company. Contract prices are determined based on market-indexed prices, adjusted for quality, transportation, and other market-reflective differentials. Revenue is measured by allocating an entirely variable market price to each performance obligation and recognized at a point in time when control is transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, and the Company’s right to payment. Control typically transfers to customers upon the physical delivery at specified locations within each contract and the transfer of title.
APA’s Egypt operations are conducted pursuant to production-sharing contracts (PSCs). Under the terms of the Company’s PSCs, the Company is the contractor partner (Contractor) with the Egyptian General Petroleum Corporation (EGPC) and bears the risk and cost of exploration, development, and production activities. In return, if exploration is successful, the Contractor receives entitlement to variable physical volumes of hydrocarbons, representing recovery of the costs incurred and a stipulated share of production after cost recovery. Additionally, the Contractor’s income taxes, which remain the liability of the Contractor under domestic law, are paid by EGPC on behalf of the Contractor out of EGPC’s production entitlement. Income taxes paid to the Arab Republic of Egypt on behalf of the Contractor are recognized as oil and gas sales revenue and income tax expense and reflected as production and estimated reserves. Because Contractor cost recovery entitlement and income taxes paid on its behalf are determined as a monetary amount, the quantities of production entitlement and estimated reserves attributable to these monetary amounts will fluctuate with commodity prices. In addition, because the Contractor income taxes are paid by EGPC, the amount of the income tax has no economic impact on the Company’s Egypt operations despite impacting the Company’s production and reserves.
Refer to Note 17—Business Segment Information for a disaggregation of revenue by product and reporting segment.
Altus Midstream
Prior to the deconsolidation of Altus on February 22, 2022, the Company’s Altus Midstream segment was operated by ALTM, through its subsidiary, Altus Midstream LP. Altus generated revenue from contracts with customers from its gathering, compression, processing, and transmission services provided on the Company’s natural gas and natural gas liquid production volumes. Under these long-term commercial service contracts, providing the related service represented a single, distinct performance obligation on behalf of Altus that was satisfied over time. In accordance with the terms of these agreements, Altus primarily received a fixed fee for each contract year, subject to yearly fee escalation recalculations. Revenue was primarily measured using the output method and recognized in the amount to which Altus had the right to invoice, as performance completed to date corresponded directly with the value to its customers. For the periods prior to the BCP Business Combination, Altus Midstream segment revenues were primarily attributable to sales between Altus and Apache, which were fully eliminated upon consolidation.
F-13
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Payment Terms and Contract Balances
Receivables from contracts with customers, including receivables for purchased oil and gas sales and net of allowance for credit losses, were $1.5 billion and $1.3 billion as of December 31, 2023 and 2022, respectively. Payments under all contracts with customers are typically due and received within a short-term period of one year or less, after physical delivery of the product or service has been rendered. 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.
In accordance with the provisions of ASC 606, “Revenue from Contracts with Customers,” variable market prices for each short-term commodity sale are allocated entirely to each performance obligation as the terms of payment relate specifically to the Company’s efforts to satisfy its obligations. As such, the Company has elected the practical expedients available under the standard to not disclose the aggregate transaction price allocated to unsatisfied, or partially unsatisfied, performance obligations as of the end of the reporting period.
Cash and Cash Equivalents
The Company considers all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value. As of December 31, 2023 and 2022, the Company had $87 million and $245 million, respectively, of cash and cash equivalents. The Company had no restricted cash as of December 31, 2023 and 2022.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are stated at amortized cost net of an allowance for credit losses. The Company routinely assesses the collectability of its financial assets measured at amortized cost. The Company monitors the credit quality of its counterparties through review of collections, credit ratings, and other analyses. The Company develops its estimated allowance for expected credit losses primarily using an aging method and analyses of historical loss rates as well as consideration of current and future conditions that could impact its counterparties’ credit quality and liquidity.
The following table presents changes to the Company’s allowance for credit loss:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Allowance for credit loss at beginning of year | $ | 117 | $ | 109 | $ | 95 | ||||||||||||||
| Additional provisions for the year | 16 | 9 | 19 | |||||||||||||||||
| Uncollectible accounts written off, net of recoveries | (19) | (1) | (5) | |||||||||||||||||
| Allowance for credit loss at end of year | $ | 114 | $ | 117 | $ | 109 |
Inventories
Inventories consist principally of tubular goods and equipment and are stated at the lower of weighted-average cost or net realizable value. Oil produced but not sold, primarily in the North Sea, is also recorded to inventory and is stated at the lower of the cost to produce or net realizable value.
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.
The Company also recorded other impairments during 2021 of approximately $26 million in connection with inventory valuations in Egypt and $22 million in connection with inventory valuations and expected equipment dispositions in the North Sea.
F-14
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Property and Equipment
The carrying value of the Company’s property and equipment represents the cost incurred to acquire the property and equipment, including capitalized interest, net of any impairments. For business combinations and acquisitions, property and equipment cost is based on the fair values at the acquisition date.
Oil and Gas Property
The Company follows the successful efforts method of accounting for its oil and gas property. Under this method of accounting, exploration costs, such as exploratory geological and geophysical costs, delay rentals, and exploration overhead, are expensed as incurred. All costs related to production, general corporate overhead, and similar activities are expensed as incurred. If an exploratory well provides evidence to justify potential development of reserves, drilling costs associated with the well are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. This determination may take longer than one year in certain areas depending on, among other things, the amount of hydrocarbons discovered, the outcome of planned geological and engineering studies, the need for additional appraisal drilling activities to determine whether the discovery is sufficient to support an economic development plan, and government sanctioning of development activities in certain international locations. At the end of each quarter, management reviews the status of all suspended exploratory well costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts or, in the case of discoveries requiring government sanctioning, whether development negotiations are underway and proceeding as planned. If management determines that future appraisal drilling or development activities are unlikely to occur, associated suspended exploratory well costs are expensed.
Acquisition costs of unproved properties are assessed for impairment at least annually and are transferred to proved oil and gas properties to the extent the costs are associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment based on the Company’s current exploration plans. Unproved oil and gas properties with individually insignificant lease acquisition costs are amortized on a group basis over the average lease term at rates that provide for full amortization of unsuccessful leases upon lease expiration or abandonment. Costs of expired or abandoned leases are charged to exploration expense, while costs of productive leases are transferred to proved oil and gas properties. Costs of maintaining and retaining unproved properties, as well as amortization of individually insignificant leases and impairment of unsuccessful leases, are included in exploration costs in the statement of consolidated operations.
The following table represents non-cash impairment charges of the carrying value of the Company’s unproved properties:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Unproved properties: | ||||||||||||||||||||
| U.S. | $ | 10 | $ | 20 | $ | 22 | ||||||||||||||
| Egypt | — | 4 | 8 | |||||||||||||||||
| North Sea | 11 | — | 1 | |||||||||||||||||
| Other International | 1 | — | — | |||||||||||||||||
| Total unproved properties | $ | 22 | $ | 24 | $ | 31 |
Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of crude oil and natural gas, are capitalized. Depreciation of the cost of proved oil and gas properties is calculated using the unit-of-production (UOP) method. The UOP calculation multiplies the percentage of estimated proved reserves produced each quarter by the carrying value of associated proved oil and gas properties. The reserve base used to calculate depreciation for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. The reserve base used to calculate the depreciation for capitalized well costs is the sum of proved developed reserves only. Estimated future dismantlement, restoration and abandonment costs, net of salvage values, are included in the depreciable cost.
Oil and gas properties are grouped for depreciation in accordance with ASC 932, “Extractive Activities—Oil and Gas.” The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field.
F-15
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
When circumstances indicate that the carrying value of proved oil and gas properties may not be recoverable, the Company compares unamortized capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on the Company’s estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally estimated using the income approach described in ASC 820. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments, a Level 3 fair value measurement.
For the years ended December 31, 2023, 2022, and 2021, the Company recorded no impairments of proved properties.
Gains and losses on divestitures of the Company’s oil and gas properties are recognized in the statement of consolidated operations upon closing of the transaction. Refer to Note 2—Acquisitions and Divestitures for more detail.
Gathering, Processing, and Transmission (GPT) Facilities
GPT facilities totaled $448 million and $449 million at December 31, 2023 and 2022, respectively, with accumulated depreciation for these assets totaling $373 million and $367 million for the respective periods. GPT facilities are depreciated on a straight-line basis over the estimated useful lives of the assets. The estimation of useful life takes into consideration anticipated production lives from the fields serviced by the GPT assets, whether APA-operated or third party-operated, as well as potential development plans by the Company for undeveloped acreage within, or close to, those fields.
The Company assesses the carrying amount of its GPT facilities whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of these facilities is more than the sum of the undiscounted cash flows, an impairment loss is recognized for the excess of the carrying value over its fair value.
For the years ended December 31, 2023, 2022, and 2021, the Company recorded no impairments of GPT facilities.
Other Property and Equipment
Other property and equipment includes computer software and equipment, buildings, vehicles, furniture and fixtures, land, and other equipment. These assets are depreciated on a straight-line basis over the estimated useful lives of the assets, which range from 3 to 20 years. Other property and equipment, net of accumulated depreciation totaled $217 million and $206 million at December 31, 2023 and 2022, respectively.
Asset Retirement Costs and Obligations
The initial estimated asset retirement obligation related to property and equipment and subsequent revisions are recorded as a liability at fair value, with an offsetting asset retirement cost recorded as an increase to the associated property and equipment on the consolidated balance sheet. Revisions in estimated liabilities can result from changes in estimated inflation rates, changes in service and equipment costs and changes in the estimated timing of an asset’s retirement. Asset retirement costs are depreciated using a systematic and rational method similar to that used for the associated property and equipment. Accretion expense on the liability is recognized over the estimated productive life of the related assets.
Capitalized Interest
For significant projects, interest is capitalized as part of the historical cost of developing and constructing assets. Significant oil and gas investments in unproved properties actively being explored, significant exploration and development projects that have not commenced production, significant midstream development activities that are in progress, and investments in equity method affiliates that are undergoing the construction of assets that have not commenced principal operations qualify for interest capitalization. Interest is capitalized until the asset is ready for service. Capitalized interest is determined by multiplying the Company’s weighted-average borrowing cost on debt by the average amount of qualifying costs incurred. Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depreciation.
F-16
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Equity Method Interests
The Company follows the equity method of accounting when it does not exercise control over its equity interests, but can exercise significant influence over the operating and financial policies of the entity. Under this method, the equity interests are carried originally at acquisition cost, increased by the Company’s proportionate share of the equity interest’s net income and contributions made by the Company, and decreased by the Company’s proportionate share of the equity interest’s net losses and distributions received by the Company. Refer to Note 6—Equity Method Interests for further details of the Company’s equity method interests.
Equity method interests are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred, if the loss is deemed to be other than temporary. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in income. Prior to the deconsolidation of Altus on February 22, 2022, in the fourth quarter of 2021, Altus, as part of its review of the fair value of its assets in relation to the BCP Business Combination, determined the fair value of a pipeline investment was below carrying value. As such, in the fourth quarter of 2021, Altus recorded an impairment charge of $160 million on its equity method interest in the pipeline.
Commitments and Contingencies
Accruals for loss contingencies arising from claims, assessments, litigation, environmental and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. For more information regarding loss contingencies, refer to Note 11—Commitments and Contingencies.
Derivative Instruments and Hedging Activities
The Company periodically enters into derivative contracts to manage its exposure to commodity price, interest rate, and/or foreign exchange risk. These derivative contracts, which are generally placed with major financial institutions, may take the form of forward contracts, futures contracts, swaps, or options.
All derivative instruments, other than those that meet the normal purchases and sales exception, are recorded on the Company’s consolidated balance sheet as either an asset or liability measured at fair value. The Company does not apply hedge accounting to any of its derivative instruments. As a result, gains and losses from the change in fair value of derivative instruments are reported in current-period income as “Derivative instrument gains (losses), net” under “Revenues and Other” in the statement of consolidated operations. Refer to Note 4—Derivative Instruments and Hedging Activities for further information.
Income Taxes
The Company records deferred tax assets and liabilities to account for the expected future tax consequences of events that have been recognized in the financial statements and tax returns. The Company routinely assesses the ability to realize its deferred tax assets. If the Company concludes that it is more likely than not that some or all of the deferred tax assets will not be realized, the tax asset is reduced by a valuation allowance. Numerous judgments and assumptions are inherent in the determination of future taxable income, including factors such as future operating conditions (particularly as related to prevailing oil and gas prices) and changing tax laws. Refer to Note 10—Income Taxes for further information.
Earnings Per Share
The Company’s basic earnings per share (EPS) amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects potential dilution, using the treasury stock method, which assumes that options were exercised and restricted stock was fully vested. Prior to the deconsolidation of Altus on February 22, 2022, the Company used the “if-converted method” to determine the potential dilutive effect of an assumed exchange of the outstanding Preferred Units of Altus Midstream LP for shares of ALTM’s common stock. The impact to net income (loss) attributable to common stock on an assumed conversion of the redeemable noncontrolling Preferred Units interest in Altus Midstream LP was anti-dilutive for the year ended December 31, 2021.
F-17
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Stock-Based Compensation
The Company grants various types of stock-based awards including stock options, restricted stock, cash-settled restricted stock units, and performance-based awards. Stock compensation equity awards granted are valued on the date of grant and are expensed over the required vesting service period. Cash-settled awards are recorded as a liability based on the Company’s stock price and remeasured at the end of each reporting period over the vesting terms. The Company has elected to account for forfeitures as they occur rather than estimate expected forfeitures. The Company’s stock-based compensation plans and related accounting policies are defined and described more fully in Note 14—Capital Stock.
Treasury Stock
The Company follows the weighted-average-cost method of accounting for treasury stock transactions.
Transaction, Reorganization, and Separation (TRS)
The Company recorded TRS costs in 2023, 2022, and 2021 totaling $15 million, $26 million, and $22 million, respectively, including $7 million, $15 million, and $17 million, respectively, related to ongoing consulting and separation costs in international operations associated with the redesign of the Company’s organizational structure and operations.
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.
F-18
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
2. ACQUISITIONS AND DIVESTITURES
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.
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’s syndicated credit agreement, dated January 30, 2024, under which the lenders have committed an aggregate $2.0 billion for senior unsecured delayed-draw term loans to APA. Refer to Note 9—Debt and Financing Costs for further detail.
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. Upon the closing of the transaction, a representative from Callon will be appointed to the APA board of directors (Board of Directors). APA’s executive management team will lead the combined company, with the headquarters remaining in Houston, Texas.
2023 Activity
In December 2023, the Company sold 7.5 million of its shares of Kinetik Class A Common Stock (Kinetik Shares) for cash proceeds of $228 million. Refer to Note 6—Equity Method Interests for further detail.
During 2023, the Company completed leasehold and property acquisitions, primarily in the Permian Basin, for total cash consideration of approximately $20 million.
During 2023, the Company completed the sale of non-core assets and leasehold in multiple transactions for total cash proceeds of $29 million, recognizing an aggregate gain of approximately $8 million upon closing of these transactions.
2022 Activity
During the third quarter of 2022, the Company closed on the acquisition of oil and gas assets in the Delaware Basin for a total purchase price of $615 million after post-closing adjustments. Final cash settlements of $24 million were completed during 2023. The Company recorded $581 million for proved properties, $38 million for unproved leasehold, and $4 million for abandonment obligations.
During 2022, the Company completed other leasehold and property acquisitions, primarily in the Permian Basin, for total cash consideration of approximately $37 million.
During 2022, the Company completed the sale of non-core assets and leasehold in multiple transactions for total cash proceeds of $52 million, recognizing an aggregate gain of approximately $36 million, upon closing of these transactions.
During 2022, the Company completed the sale of certain non-core mineral rights in the Delaware Basin. The Company received total cash proceeds of approximately $726 million after certain post-closing adjustments and recognized an associated gain of approximately $560 million.
F-19
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The BCP Business Combination was completed on February 22, 2022. 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, which are principally funds affiliated with Blackstone and I Squared Capital. ALTM’s stockholders continued to hold their existing shares of common stock. As a result of the transaction, the Contributor, or its designees, collectively owned approximately 75 percent of the issued and outstanding 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.
As a result of the BCP Business Combination, the Company deconsolidated ALTM on February 22, 2022 and recognized a gain of approximately $609 million that reflects the difference between the Company’s $193 million net effect of deconsolidating ALTM’s balance sheet and the $802 million fair value of the Company’s approximate 20 percent retained ownership in the combined entity.
During the first quarter of 2022, the Company sold four million of its Kinetik Shares for cash proceeds of $224 million. Refer to Note 6—Equity Method Interests for further detail.
2021 Activity
During the second quarter of 2021, the Company completed the sale of certain non-core assets in the Permian Basin with a net carrying value of $157 million for cash proceeds of $176 million and the assumption of asset retirement obligations of $44 million. The Company recognized a gain of approximately $63 million in connection with the sale.
During 2021, the Company also completed the sale of other non-core assets and leasehold, primarily in the Permian Basin, in multiple transactions for total cash proceeds of $80 million. The Company recognized a gain of approximately $4 million upon closing of these transactions.
During 2021, the Company completed leasehold and property acquisitions, primarily in the Permian Basin, for total cash consideration of $9 million.
3. CAPITALIZED EXPLORATORY WELL COSTS
The following summarizes the changes in capitalized exploratory well costs for the years ended December 31, 2023, 2022, and 2021. Additions pending the determination of proved reserves excludes amounts capitalized and subsequently charged to expense within the same year.
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Capitalized well costs at beginning of year | $ | 474 | $ | 321 | $ | 197 | ||||||||||||||
| Additions pending determination of proved reserves | 265 | 287 | 174 | |||||||||||||||||
| Reclassifications to proved properties | (135) | (110) | (40) | |||||||||||||||||
| Charged to exploration expense | (18) | (24) | (10) | |||||||||||||||||
| Capitalized well costs at end of year | $ | 586 | $ | 474 | $ | 321 |
The following provides an aging of capitalized exploratory well costs and the number of projects for which exploratory well costs have been capitalized for a period greater than one year since the completion of drilling as of December 31:
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Exploratory well costs capitalized for a period of one year or less | $ | 156 | $ | 215 | $ | 198 | ||||||||||||||
| Exploratory well costs capitalized for a period greater than one year | 430 | 259 | 123 | |||||||||||||||||
| Capitalized well costs at end of year | $ | 586 | $ | 474 | $ | 321 | ||||||||||||||
| Number of projects with exploratory well costs capitalized for a period greater than one year | 33 | 21 | 13 |
F-20
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Projects with exploratory well costs capitalized for a period greater than one year since the completion of drilling are those identified by management as exhibiting sufficient quantities of hydrocarbons to justify potential development. Management is actively pursuing efforts to assess whether reserves can be attributed to these projects. Exploratory well costs capitalized for a period greater than one year since completion of drilling were $430 million at December 31, 2023, with $421 million related to Suriname exploration and appraisal. Detailed engineering and feasibility studies are underway in Block 58 offshore Suriname, and a final investment decision is expected near the end of 2024. In addition, ongoing analysis of well results and appraisal activity is continuing. The remaining projects pertain to onshore drilling activity in Egypt for which continued testing and evaluation is ongoing.
Dry hole expenses from suspended exploratory well costs previously capitalized for greater than one year at December 31, 2022 totaled $16 million. These expenses pertained to projects in the North Sea and Egypt.
The following table summarizes aging by geographic area of those exploratory well costs that, as of December 31, 2023, have been capitalized for a period greater than one year, categorized by the year in which drilling was completed:
| Total | 2022 | 2021 | 2020 and Prior | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Suriname | $ | 421 | $ | 178 | $ | 153 | $ | 90 | ||||||||||||||||||
| Egypt | 9 | — | — | 9 | ||||||||||||||||||||||
| $ | 430 | $ | 178 | $ | 153 | $ | 99 |
4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Objectives and Strategies
The Company is exposed to fluctuations in crude oil and natural gas prices on the majority of its worldwide production, as well as fluctuations in exchange rates in connection with transactions denominated in foreign currencies. The Company manages the variability in its cash flows by occasionally entering into derivative transactions on a portion of its crude oil and natural gas production and foreign currency transactions. The Company utilizes various types of derivative financial instruments, including forward contracts, futures contracts, swaps, and options, to manage fluctuations in cash flows resulting from changes in commodity prices or foreign currency values.
Counterparty Risk
The use of derivative instruments exposes the Company to credit loss in the event of nonperformance by the counterparty. To reduce the concentration of exposure to any individual counterparty, the Company utilizes a diversified group of investment-grade rated counterparties, primarily financial institutions, for its derivative transactions. As of December 31, 2023, the Company had derivative positions with four counterparties. The Company monitors counterparty creditworthiness on an ongoing basis; however, it cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, the Company may be limited in its ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, the Company may not realize the benefit of some of its derivative instruments resulting from lower commodity prices or changes in currency exchange rates.
Derivative Instruments
Commodity Derivative Instruments
As of December 31, 2023, the Company had the following open natural gas financial basis swap contracts:
| Basis Swap Purchased | Basis Swap Sold | |||||||||||||||||||||||||||||||
| Production Period | Settlement Index | MMBtu (in 000’s) | Weighted Average Price Differential | MMBtu (in 000’s) | Weighted Average Price Differential | |||||||||||||||||||||||||||
| January—June 2024 | NYMEX Henry Hub/IF Waha | 16,380 | $(1.15) | — | — | |||||||||||||||||||||||||||
| January—June 2024 | NYMEX Henry Hub/IF HSC | — | — | 16,380 | $(0.10) |
F-21
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Fair Value Measurements
The following table presents the Company’s derivative assets and liabilities measured at fair value on a recurring basis:
| Fair Value Measurements Using | ||||||||||||||||||||||||||||||||||||||
| Quoted Price in Active Markets (Level 1) | Significant Other Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Fair Value | Netting**(1)** | Carrying Amount | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 6 | $ | — | $ | 6 | $ | — | $ | 6 | ||||||||||||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 5 | $ | — | $ | 5 | $ | — | $ | 5 | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 50 | $ | — | $ | 50 | $ | — | $ | 50 | ||||||||||||||||||||||||||
(1)The derivative fair values are based on analysis of each contract on a gross basis, excluding the impact of netting agreements with counterparties and reclassifications between long-term and short-term balances.
The fair values of the Company’s derivative instruments are not actively quoted in the open market. The Company primarily uses a market approach to estimate the fair values of these derivatives on a recurring basis, utilizing futures pricing for the underlying positions provided by a reputable third party, a Level 2 fair value measurement.
Derivative Activity Recorded in the Consolidated Balance Sheet
All derivative instruments are reflected as either assets or liabilities at fair value in the consolidated balance sheet. These fair values are recorded by netting asset and liability positions where counterparty master netting arrangements contain provisions for net settlement. The carrying value of the Company’s derivative assets and liabilities and their locations on the consolidated balance sheet are as follows:
| For the Year Ended December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Current Assets: Other current assets | $ | 6 | $ | — | ||||||||||
| Other Assets: Deferred charges and other | — | 5 | ||||||||||||
| Total derivative assets | $ | 6 | $ | 5 | ||||||||||
| Current Liabilities: Other current liabilities | $ | — | $ | 50 | ||||||||||
| Total derivative liabilities | $ | — | $ | 50 |
F-22
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Derivative Activity Recorded in the Statement of Consolidated Operations
The following table summarizes the effect of derivative instruments on the Company’s statement of consolidated operations:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Realized: | ||||||||||||||||||||
| Commodity derivative instruments | $ | 48 | $ | (34) | $ | 25 | ||||||||||||||
| Foreign currency derivative instruments | — | (13) | — | |||||||||||||||||
| Realized gains (losses), net | 48 | (47) | 25 | |||||||||||||||||
| Unrealized: | ||||||||||||||||||||
| Commodity derivative instruments | 51 | (36) | (20) | |||||||||||||||||
| Pipeline capacity embedded derivatives | — | — | 7 | |||||||||||||||||
| Preferred Units embedded derivative | — | (31) | 82 | |||||||||||||||||
| Unrealized gains (losses), net | 51 | (67) | 69 | |||||||||||||||||
| Derivative instrument gains (losses), net | $ | 99 | $ | (114) | $ | 94 |
Derivative instrument gains and losses are recorded in “Derivative instrument gains (losses), net” under “Revenues and Other” in the Company’s statement of consolidated operations. Unrealized gains (losses) for derivative activity recorded in the statement of consolidated operations are reflected in the statement of consolidated cash flows separately as “Unrealized derivative instrument (gains) losses, net” under “Adjustments to reconcile net income to net cash provided by operating activities.”
5. OTHER CURRENT ASSETS
The following table provides detail of the Company’s other current assets as of December 31:
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Inventories | $ | 453 | $ | 427 | ||||||||||
| Drilling advances | 88 | 89 | ||||||||||||
| Prepaid assets and other | 46 | 31 | ||||||||||||
| Current decommissioning security for sold Gulf of Mexico assets | 178 | 450 | ||||||||||||
| Total Other current assets | $ | 765 | $ | 997 |
6. EQUITY METHOD INTERESTS
As of December 31, 2023 and 2022, the Company recorded $437 million and $624 million, respectively, for ownership of its Kinetik Shares. The Company’s Kinetik Shares are treated as an interest in equity securities measured at fair value. The Company elected the fair value option for measuring its equity method interest in Kinetik based on practical expedience, variances in reporting timelines, and cost-benefit considerations. The fair value of the Company’s interest in Kinetik is determined using observable share prices on a major exchange, a Level 1 fair value measurement. Fair value adjustments are recorded as a component of “Other, net” under “Revenues and other” in the Company’s statement of consolidated operations.
The Company’s initial interest in Kinetik was measured at fair value based on the Company’s ownership of approximately 12.9 million Kinetik Shares as of February 22, 2022. In March 2022, the Company sold four million of its Kinetik Shares for cash proceeds of $224 million. Refer to Note 2—Acquisitions and Divestitures for further detail. During the second quarter of 2022, Kinetik issued a two-for-one split of its common stock, resulting in the Company owning approximately 17.7 million Kinetik Shares. In December 2023, the Company sold 7.5 million of its Kinetik Shares for cash proceeds of $228 million.
The Company has received approximately 2.9 million Kinetik Shares as paid-in-kind dividends through December 31, 2023. As of December 31, 2023, the Company owned 13.1 million Kinetik Shares, representing approximately 9 percent of Kinetik’s outstanding common stock.
F-23
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company recorded changes in the fair value of its equity method interest in Kinetik totaling gains of $41 million and $72 million during 2023 and 2022, respectively. The balance of the Company’s equity method interest in Kinetik was also impacted by the sales of Kinetik Shares noted above during 2023 and 2022.
The following table represents related party sales and costs associated with Kinetik:
| For the Year Ended December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Natural gas and NGLs sales | $ | 92 | $ | 18 | ||||||||||
| Purchased oil and gas sales | 29 | — | ||||||||||||
| $ | 121 | $ | 18 | |||||||||||
| Gathering, processing, and transmission costs | $ | 108 | $ | 93 | ||||||||||
| Purchased oil and gas costs | 80 | — | ||||||||||||
| Lease operating expenses | 7 | — | ||||||||||||
| $ | 195 | $ | 93 |
As of December 31, 2023 and 2022, the Company has recorded accrued costs payable to Kinetik of approximately $28 million and $18 million, respectively, and accrued receivables from Kinetik of approximately $16 million and $13 million, respectively.
7. OTHER CURRENT LIABILITIES
The following table provides detail of the Company’s other current liabilities as of December 31:
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Accrued operating expenses | $ | 162 | $ | 145 | ||||||||||
| Accrued exploration and development | 371 | 333 | ||||||||||||
| Accrued compensation and benefits | 390 | 514 | ||||||||||||
| Accrued interest | 93 | 97 | ||||||||||||
| Accrued income taxes | 138 | 90 | ||||||||||||
| Current asset retirement obligation | 76 | 55 | ||||||||||||
| Current operating lease liability | 116 | 167 | ||||||||||||
| Current decommissioning contingency for sold Gulf of Mexico properties | 60 | 450 | ||||||||||||
| Other | 338 | 292 | ||||||||||||
| Total Other current liabilities | $ | 1,744 | $ | 2,143 |
F-24
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
8. ASSET RETIREMENT OBLIGATION
The following table describes changes to the Company’s asset retirement obligation (ARO) liability for the years ended December 31, 2023 and 2022:
| For the Year Ended December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Asset retirement obligation at beginning of the year | $ | 1,995 | $ | 2,130 | ||||||||||
| Liabilities incurred | 14 | 4 | ||||||||||||
| Liabilities acquired | — | 4 | ||||||||||||
| Liabilities divested | — | (73) | ||||||||||||
| Liabilities settled | (43) | (39) | ||||||||||||
| Accretion expense | 116 | 117 | ||||||||||||
| Revisions in estimated liabilities | 356 | (148) | ||||||||||||
| Asset retirement obligation at end of the year | 2,438 | 1,995 | ||||||||||||
| Less current portion | (76) | (55) | ||||||||||||
| Asset retirement obligation, long-term | $ | 2,362 | $ | 1,940 |
The ARO liability 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 Company utilizes current retirement costs to estimate the expected cash outflows for retirement obligations. The Company estimates the ultimate productive life of the properties, a risk-adjusted discount rate, and an inflation factor in order to determine the current present value of this obligation. To the extent future revisions to these assumptions impact the present value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property or other long-lived asset balance.
During 2023 and 2022, the Company recorded $14 million and $4 million, respectively, in abandonment liabilities resulting from the Company’s exploration and development capital program. Liabilities settled primarily relate to individual properties, platforms, and facilities plugged and abandoned during the period. During 2023, net abandonment costs were revised upward by approximately $356 million, primarily reflecting changes in estimates of timing, activity costs, and foreign currency exchange rates on service costs in the North Sea. During 2022, net abandonment costs were revised downward by approximately $148 million to reflect changes in estimates of timing and foreign currency exchange rates on service costs, primarily in the North Sea, partially offset by an upward revision in the U.S.
F-25
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
9. DEBT AND FINANCING COSTS
Overview
The debt of APA and Apache is senior unsecured debt and has equal priority with respect to the payment of both principal and interest. All indentures of Apache for the notes and debentures described below place certain restrictions on Apache, including limits on Apache’s ability to incur debt secured by certain liens. Certain of these indentures also restrict Apache’s ability to enter into certain sale and leaseback transactions and give holders the option to require Apache to repurchase outstanding notes and debentures upon certain changes in control. None of the indentures contain prepayment obligations in the event of a decline in credit ratings.
During 2023, Apache purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $74 million for an aggregate purchase price of $65 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $10 million. The Company recognized a $9 million gain on these repurchases. The repurchases were partially financed by Apache’s borrowing under the Company’s US dollar-denominated revolving credit facility.
On October 17, 2022, Apache redeemed the outstanding $123 million outstanding principal amount of 2.625% notes due January 15, 2023, at a redemption price equal to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date. The redemption was financed in part by Apache’s borrowing under the Company’s U.S. dollar-denominated revolving credit facility.
During 2022, Apache purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $15 million for an aggregate purchase price of $16 million in cash, including accrued interest and broker fees, reflecting a premium to par of an aggregate $1 million. The Company recognized a $1 million loss on these repurchases. The repurchases were partially financed by borrowing under Apache’s former revolving credit facility.
During 2022, Apache closed cash tender offers for certain outstanding notes issued under its indentures, accepting for purchase $1.1 billion aggregate principal amount of notes. Apache paid holders an aggregate $1.2 billion in cash, reflecting principal, premium to par, and accrued and unpaid interest. The Company recognized a $66 million loss on extinguishment of debt, including $11 million of unamortized debt discount and issuance costs in connection with the note purchases. The repurchases were partially financed by borrowing under Apache’s former revolving credit facility.
On January 18, 2022, Apache redeemed the outstanding $213 million principal amount of 3.25% senior notes due April 15, 2022, at a redemption price equal to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date. The redemption was financed by borrowing under Apache’s former revolving credit facility.
During 2021, Apache closed cash tender offers for certain outstanding notes, accepting for purchase $1.7 billion aggregate principal amount of notes covered by the tender offers. Apache paid holders an aggregate cash purchase price of $1.8 billion, reflecting principal, premium to par, and accrued and unpaid interest. The Company recognized a $105 million loss on extinguishment of debt, including $11 million of unamortized debt discount and issuance costs, in connection with the note purchases.
During 2021, Apache purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $22 million for an aggregate purchase price of $20 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $2 million. The Company recognized a $1 million net gain on extinguishment of debt as part of these transactions.
The Company records gains and losses on extinguishment of debt in “Financing costs, net” in the Company’s statement of consolidated operations.
F-26
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table presents the carrying value of the Company’s debt as of December 31, 2023 and 2022:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| 4.625% notes due 2025(1) | $ | 51 | $ | 51 | ||||||||||
| 7.7% notes due 2026 | 78 | 78 | ||||||||||||
| 7.95% notes due 2026 | 132 | 132 | ||||||||||||
| 4.875% due 2027(1) | 108 | 108 | ||||||||||||
| 4.375% notes due 2028(1) | 325 | 325 | ||||||||||||
| 7.75% notes due 2029(1)(2) | 235 | 235 | ||||||||||||
| 4.25% notes due 2030(1) | 516 | 579 | ||||||||||||
| 6.0% notes due 2037(1) | 443 | 443 | ||||||||||||
| 5.1% notes due 2040(1) | 1,333 | 1,333 | ||||||||||||
| 5.25% notes due 2042(1) | 399 | 399 | ||||||||||||
| 4.75% notes due 2043(1) | 428 | 428 | ||||||||||||
| 4.25% notes due 2044(1) | 211 | 221 | ||||||||||||
| 7.375% debentures due 2047 | 150 | 150 | ||||||||||||
| 5.35% notes due 2049(1) | 387 | 387 | ||||||||||||
| 7.625% debentures due 2096 | 39 | 39 | ||||||||||||
| Apache notes and debentures before unamortized discount and debt issuance costs(3) | 4,835 | 4,908 | ||||||||||||
| Syndicated credit facilities(4) | 372 | 566 | ||||||||||||
| Apache finance lease obligations | 32 | 34 | ||||||||||||
| Unamortized discount | (26) | (27) | ||||||||||||
| Debt issuance costs | (25) | (28) | ||||||||||||
| Total debt | 5,188 | 5,453 | ||||||||||||
| Current maturities | (2) | (2) | ||||||||||||
| Long-term debt | $ | 5,186 | $ | 5,451 |
(1)These notes are redeemable, as a whole or in part, at Apache’s option, subject to a make-whole premium, except that the 7.75% notes due 2029 are only redeemable as whole for principal and accrued interest in the event of certain Canadian tax law changes. The remaining notes and debentures are not redeemable.
(2)Assumed by Apache in August 2017 as permitted by terms of these notes originally issued by a subsidiary and guaranteed by Apache.
(3)The fair values of Apache’s notes and debentures were $4.3 billion and $4.2 billion as of December 31, 2023 and 2022, respectively. The Company uses a market approach to determine the fair value of its notes and debentures using estimates provided by an independent investment financial data services firm (a Level 2 fair value measurement).
(4)The carrying amount of borrowings on credit facilities approximates fair value because the interest rates are variable and reflective of market rates.
Maturities for the Company’s notes and debentures excluding discount and debt issuance costs as of December 31, 2023 are as follows:
| (In millions) | |||||
| 2024 | $ | — | |||
| 2025 | 51 | ||||
| 2026 | 210 | ||||
| 2027 | 108 | ||||
| 2028 | 325 | ||||
| Thereafter | 4,141 | ||||
| Notes and debentures, excluding discounts and debt issuance costs | $ | 4,835 |
F-27
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Financing Costs, Net
The following table presents the components of the Company’s financing costs, net:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Interest expense | $ | 351 | $ | 332 | $ | 419 | ||||||||||||||
| Amortization of debt issuance costs | 4 | 8 | 8 | |||||||||||||||||
| Capitalized interest | (24) | (18) | (9) | |||||||||||||||||
| Loss (gain) on extinguishment of debt | (9) | 67 | 104 | |||||||||||||||||
| Interest income | (10) | (10) | (8) | |||||||||||||||||
| Financing costs, net | $ | 312 | $ | 379 | $ | 514 |
Debt issuance costs are charged to financing costs over the life of the related debt issuances. Discount amortization of $1 million, $2 million, and $6 million was recorded as interest expense in 2023, 2022, and 2021, respectively.
Uncommitted Lines of Credit
Each of the Company and Apache from time to time has and uses uncommitted credit and letter of credit facilities for working capital and credit support purposes. As of December 31, 2023 and 2022, there were no outstanding borrowings under these facilities. As of December 31, 2023, there were £416 million and $2 million in letters of credit outstanding under these facilities. As of December 31, 2022, there were £199 million and $17 million in letters of credit outstanding under these facilities.
Unsecured 2022 Committed Bank Credit Facilities
On April 29, 2022, the Company entered into two unsecured syndicated credit agreements for general corporate purposes that replaced and refinanced Apache’s 2018 unsecured syndicated credit agreement (the Former Facility).
-
One agreement is denominated in US dollars (the USD Agreement) and provides for an unsecured five-year revolving credit facility, with aggregate commitments of US$1.8 billion (including a letter of credit subfacility of up to US$750 million, of which US$150 million currently is committed). The Company may increase commitments up to an aggregate US$2.3 billion by adding new lenders or obtaining the consent of any increasing existing lenders. This facility matures in April 2027, subject to the Company’s two, one-year extension options.
-
The second agreement is denominated in pounds sterling (the GBP Agreement) and provides for an unsecured five-year revolving credit facility, with aggregate commitments of £1.5 billion for loans and letters of credit. This facility matures in April 2027, subject to the Company’s two, one-year extension options.
In connection with the Company’s entry into the USD Agreement and the GBP Agreement (each, a 2022 Agreement), Apache terminated US$4.0 billion of commitments under the Former Facility, borrowings then outstanding under the Former Facility were deemed outstanding under the USD Agreement, and letters of credit then outstanding under the Former Facility were deemed outstanding under a 2022 Agreement, depending upon whether denominated in US dollars or pounds sterling. Apache may borrow under the USD Agreement up to an aggregate principal amount of US$300 million outstanding at any given time. Apache has guaranteed obligations under each 2022 Agreement effective until the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures is less than US$1.0 billion.
As of December 31, 2023, there were $372 million of borrowings under the USD Agreement and an aggregate £348 million in letters of credit outstanding under the GBP Agreement. As of December 31, 2023, there were no letters of credit outstanding under the USD Agreement. As of December 31, 2022, there were $566 million of borrowings and a $20 million letter of credit outstanding under the USD Agreement, and an aggregate £652 million in letters of credit outstanding under the GBP Agreement. The letters of credit denominated in pounds were issued to support North Sea decommissioning obligations, the terms of which require such support while Apache’s credit rating by Standard & Poor’s remains below BBB; on March 26, 2020, Standard & Poor’s reduced Apache’s rating from BBB to BB+, which was affirmed in 2023.
F-28
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
All borrowings under the USD Agreement bear interest at one of two per annum rate options selected by the borrower, being either an alternate base rate (as defined), plus a margin ranging from 0.10% to 0.675% (Base Rate Margin), or an adjusted term SOFR rate (as defined), plus a margin varying from 1.10% to 1.675% (Applicable Margin). All borrowings under the GBP Agreement bear interest at an adjusted rate per annum determined by reference to the Sterling Overnight Index Average published by the Bank of England, plus the Applicable Margin. Each 2022 Agreement also requires the borrower to pay quarterly a facility fee on total commitments. Margins and facility fees are at varying rates per annum determined by reference to the senior, unsecured, non-credit enhanced, long-term indebtedness for borrowed money of APA, or if such indebtedness is not rated and the Apache guaranty is in effect, of Apache (Long-Term Debt Rating). As of December 31, 2023, Apache’s Long-Term Debt Rating applied, and the Base Rate Margin was 0.40%, the Applicable Margin was 1.40%, and the facility fee was 0.225%.
A commission is payable quarterly to lenders under each 2022 Agreement on the face amount of each outstanding letter of credit at a per annum rate equal to the Applicable Margin then in effect. Customary letter of credit fronting fees and other charges are payable to issuing banks.
Borrowers under each 2022 Agreement, which may include certain subsidiaries of APA, may borrow, prepay, and reborrow loans and obtain letters of credit, and APA may obtain letters of credit for the account of its subsidiaries, in each case subject to representations and warranties, covenants, and events of default substantially similar to those in the Former Facility, such as:
-
A financial covenant requires APA to maintain an adjusted debt-to-capital ratio of not greater than 60 percent at the end of any fiscal quarter. For purposes of this calculation, capital continues to exclude the effects of non-cash write-downs, impairments, and related charges occurring after June 30, 2015. At December 31, 2023, APA’s debt-to-capital ratio as calculated under each 2022 Agreement was 20 percent.
-
A negative covenant restricts the ability of APA and its subsidiaries to create liens securing debt on their hydrocarbon-related assets, with exceptions for liens typically arising in the oil and gas industry; liens securing debt incurred to finance the acquisition, construction, improvement, or capital lease of assets, provided that such debt, when incurred, does not exceed the subject purchase price and costs, as applicable, and related expenses; liens on subsidiary assets located outside of the U. S. and Canada; and liens arising as a matter of law, such as tax and mechanics’ liens. Liens on assets also are permitted if debt secured thereby does not exceed 15 percent of APA’s consolidated net tangible assets or approximately $1.9 billion as of December 31, 2023.
-
Negative covenants restrict APA’s ability to merge with another entity unless it is the surviving entity, a borrower’s disposition of substantially all of its assets, prohibitions on the ability of certain subsidiaries to make payments to borrowers, and guarantees by APA or certain subsidiaries of debt of non-consolidated entities in excess of the stated threshold.
-
Lenders may accelerate payment maturity and terminate lending and issuance commitments for nonpayment and other breaches; if a borrower or certain subsidiaries defaults on other indebtedness in excess of the stated threshold, has any unpaid, non-appealable judgment against it for payment of money in excess of the stated threshold, or has specified pension plan liabilities in excess of the stated threshold; or APA undergoes a specified change in control. Such acceleration and termination are automatic upon specified insolvency events of a borrower or certain subsidiaries.
Consistent with the Former Facility, the 2022 Agreements do not require collateral, do not have a borrowing base, do not permit lenders to accelerate maturity or refuse to lend based on unspecified material adverse changes, and do not have borrowing restrictions or prepayment obligations in the event of a decline in credit ratings.
The Company was in compliance with the terms of each 2022 Agreement as of December 31, 2023.
Commercial Paper Program
On December 13, 2023, the Company established a commercial paper program under which it from time to time may issue in private placements exempt from registration under the Securities Act short-term unsecured promissory notes (the CP Notes) up to a maximum aggregate face amount of $1.8 billion outstanding at any time. The Company intends to use net proceeds of the CP Notes for general corporate purposes.
F-29
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Payment of the CP Notes has been unconditionally guaranteed on an unsecured basis by Apache, such guarantee effective until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures is less than US$1.0 billion.
The CP Notes will be sold under customary market terms in the U.S. commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance. The maturities of the CP Notes may vary but may not exceed 397 days from the date of issuance.
As of December 31, 2023, the Company had not issued any CP Notes.
Subsequent Event
On January 30, 2024, APA entered into a syndicated credit agreement under which the lenders have committed an aggregate $2.0 billion for senior unsecured delayed-draw term loans to APA (Credit Agreement). Subject to satisfaction of certain limited conditions, APA may borrow under the Credit Agreement to refinance certain indebtedness of Callon, upon or after closing of APA’s pending acquisition of Callon. Refer to Note 2—Acquisitions and Divestitures for further detail.
Two tranches of term loans would be available to APA for borrowing only on the date of closing of transactions under the Merger Agreement and satisfaction of certain other conditions under the Credit Agreement (Closing Date); of the aggregate $2.0 billion in commitments, $1.5 billion is for term loans that would mature three years after the Closing Date (3-Year Tranche Loans) and $500 million is for term loans that would mature 364 days after the Closing Date (364-Day Tranche Loans).
Indebtedness of Callon that APA could refinance by borrowing under the Credit Agreement on the Closing Date includes indebtedness outstanding under (i) the Amended and Restated Credit Agreement, dated October 19, 2022, among Callon, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (Callon Credit Agreement), (ii) Callon’s 6.375% Senior Notes due 2026 (Callon’s 2026 Notes), (iii) Callon’s 8.00% Senior Notes due 2028 (Callon’s 2028 Notes), and (iv) Callon’s 7.500% Senior Notes due 2030 (Callon’s 2030 Notes, and together with the Callon Credit Agreement, Callon’s 2026 Notes, and Callon’s 2028 Notes, the Callon Indebtedness).
The Credit Agreement has limited conditions to funding on the Closing Date loans requested by APA in accordance with the Credit Agreement, such as consummation of the transactions under the Merger Agreement, no Company Material Adverse Effect (as defined in the Merger Agreement) has occurred, repayment of all indebtedness outstanding under the Callon Credit Agreement and Callon’s 2026 Notes, and Callon having no other material indebtedness for borrowed money except for Callon’s 2028 Notes and Callon’s 2030 Notes or as permitted under the Credit Agreement or the Merger Agreement.
Proceeds of loans made under the Credit Agreement may only be used to refinance the Callon Indebtedness and repay fees and expenses related to transactions under the Credit Agreement and the Merger Agreement. To the extent that borrowings by APA under the Credit Agreement are not so used on or before the date that is 120 days after the Closing Date, APA then must prepay the amount of such unused borrowings.
Apache has guaranteed obligations under the Credit Agreement effective until the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures first is less than $1.0 billion.
If $400 million or more in aggregate principal amount of Callon’s 2028 Notes and Callon’s 2030 Notes remains outstanding on the date which is 120 days after the Closing Date, Callon then must guarantee APA’s obligations under the Credit Agreement effective until the aggregate outstanding principal amount of Callon’s 2028 Notes and Callon’s 2030 Notes first is less than $400 million.
APA may at any time prepay loans under the Credit Agreement. APA may at any time terminate, or from time to time reduce, the lenders’ commitments under the Credit Agreement. Unless previously terminated, the lenders’ commitments automatically terminate on the first to occur of: (i) the Closing Date, after giving effect to funding of each lender’s commitments on the Closing Date, (ii) APA’s acquisition of Callon pursuant to the Merger Agreement without loans being made under the Credit Agreement, (iii) termination of the Merger Agreement in accordance with its terms, and (iv) the Termination Date (as defined in, and may be extended pursuant to, the Merger Agreement).
F-30
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
All borrowings under the Credit Agreement would be in U.S. Dollars and bear interest at one of the following two rate options, as selected by APA, plus the indicated margin:
-
One option is a base rate per annum equal to the greatest of (i) the applicable prime rate, (ii) the greater of the applicable federal funds rate and overnight bank funding rate, plus 0.50%, and (iii) an adjusted secured overnight financing rate published by the Federal Reserve Bank of New York (SOFR) for a one-month interest period plus 1.0%. The margin for this rate option (Term Base Rate Margin) is a rate per annum varying from 0.25% to 1.0% for 364-Day Tranche Loans, 0.375% to 1.125% for 3-Year Tranche Loans until the second anniversary of the Closing Date, and 0.625% to 1.375% for 3-Year Tranche Loans after the second anniversary of the Closing Date, in each case, based on the rating for senior, unsecured, non-credit enhanced, long-term indebtedness for borrowed money of APA, or if such indebtedness is not rated and the Apache guaranty is in effect, of Apache. Apache’s Long-Term Debt Rating currently applies.
-
The second option is an adjusted SOFR rate, plus a margin at a rate per annum varying from 1.25% to 2.0% for 364-Day Tranche Loans, 1.375% to 2.125% for 3-Year Tranche Loans until the second anniversary of the Closing Date, and 1.625% to 2.375% for 3-Year Tranche Loans after the second anniversary of the Closing Date, in each case, based on the Long-Term Debt Rating (Term Applicable Margin). For SOFR-based interest rates, APA may select an interest period of one, three, or six months.
Currently, the Term Base Rate Margin is 0.625% for 364-Day Tranche Loans and 0.75% for 3-Year Tranche Loans, and the Term Applicable Margin is 1.625% for 364-Day Tranche Loans and 1.75% for 3-Year Tranche Loans.
The Credit Agreement provides for a ticking fee payable by APA at a rate of 0.225% per annum on the daily average undrawn aggregate commitments thereunder; the ticking fee accrues during the period beginning on the date that is 90 days after January 3, 2024 to the earlier of (i) termination or expiration of the commitments or (ii) the Closing Date.
APA is subject to representations and warranties, covenants, and events of default under the Credit Agreement substantially similar to those in APA’s existing 2022 Agreements. The Credit Agreement does not permit lenders to accelerate maturity based on unspecified material adverse changes and does not have prepayment obligations in the event of a decline in credit ratings.
10. INCOME TAXES
Net income before income taxes was composed of the following:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| U.S. | $ | 627 | $ | 2,675 | $ | 629 | ||||||||||||||
| Foreign | 2,256 | 3,059 | 1,262 | |||||||||||||||||
| Total | $ | 2,883 | $ | 5,734 | $ | 1,891 |
F-31
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The total income tax provision (benefit) consisted of the following:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Current income taxes: | ||||||||||||||||||||
| Federal | $ | 2 | $ | 1 | $ | 16 | ||||||||||||||
| State | 6 | 11 | — | |||||||||||||||||
| Foreign | 1,330 | 1,495 | 636 | |||||||||||||||||
| 1,338 | 1,507 | 652 | ||||||||||||||||||
| Deferred income taxes: | ||||||||||||||||||||
| Federal | (1,708) | — | — | |||||||||||||||||
| State | (32) | — | — | |||||||||||||||||
| Foreign | 78 | 145 | (74) | |||||||||||||||||
| (1,662) | 145 | (74) | ||||||||||||||||||
| Total | $ | (324) | $ | 1,652 | $ | 578 |
The total income tax provision differs from the amounts computed by applying the U.S. statutory income tax rate to income (loss) before income taxes. A reconciliation of the tax on the Company’s net income before income taxes and total income tax provision (benefit) is shown below:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Income tax expense at U.S. statutory rate | $ | 605 | $ | 1,204 | $ | 397 | ||||||||||||||
| State income tax, less federal effect(1) | (23) | 9 | — | |||||||||||||||||
| Taxes related to foreign operations | 752 | 745 | 298 | |||||||||||||||||
| Tax credits | — | (4) | (10) | |||||||||||||||||
| Net change in tax contingencies | 5 | 1 | 16 | |||||||||||||||||
| Valuation allowances(1) | (1,842) | (646) | (90) | |||||||||||||||||
| Tax adjustments attributable to BCP Business Combination | — | 126 | — | |||||||||||||||||
| Remeasurement of U.K. deferred tax liability | 174 | 208 | — | |||||||||||||||||
| Tax attributable to Altus Preferred Unit limited partners | — | — | (34) | |||||||||||||||||
| All other, net | 5 | 9 | 1 | |||||||||||||||||
| $ | (324) | $ | 1,652 | $ | 578 |
(1)The change in state valuation allowance is included as a component of state income tax.
F-32
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The net deferred income tax (asset) liability reflects the net tax impact of temporary differences between the asset and liability amounts carried on the balance sheet under GAAP and amounts utilized for income tax purposes. The net deferred income tax (asset) liability consisted of the following as of December 31:
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Deferred tax assets: | ||||||||||||||
| U.S. and state net operating losses | $ | 2,050 | $ | 2,029 | ||||||||||
| Capital losses | 8 | 357 | ||||||||||||
| Foreign net operating losses | 43 | 27 | ||||||||||||
| Tax credits and other tax incentives | 26 | 26 | ||||||||||||
| Foreign tax credits | 2,204 | 2,241 | ||||||||||||
| Accrued expenses and liabilities | 129 | 156 | ||||||||||||
| Asset retirement obligation | 850 | 672 | ||||||||||||
| Property and equipment | 38 | 44 | ||||||||||||
| Equity investments | 8 | — | ||||||||||||
| Net interest expense limitation | 125 | 74 | ||||||||||||
| Lease liability | 71 | 114 | ||||||||||||
| Decommissioning contingency for sold Gulf of Mexico properties | 210 | 275 | ||||||||||||
| Total deferred tax assets | 5,762 | 6,015 | ||||||||||||
| Valuation allowance | (2,630) | (4,918) | ||||||||||||
| Net deferred tax assets | 3,132 | 1,097 | ||||||||||||
| Deferred tax liabilities: | ||||||||||||||
| Equity investments | — | 1 | ||||||||||||
| Property and equipment | 1,573 | 1,023 | ||||||||||||
| Right-of-use asset | 69 | 110 | ||||||||||||
| Decommissioning security for sold Gulf of Mexico properties | 44 | 148 | ||||||||||||
| Other | 59 | 90 | ||||||||||||
| Total deferred tax liabilities | 1,745 | 1,372 | ||||||||||||
| Net deferred income tax (asset) liability | $ | (1,387) | $ | 275 |
Net deferred tax assets and liabilities are included in the consolidated balance sheet as of December 31 as follows:
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Assets: | ||||||||||||||
| Other assets | ||||||||||||||
| Deferred tax asset | $ | 1,758 | $ | 39 | ||||||||||
| Liabilities: | ||||||||||||||
| Deferred credits and other noncurrent liabilities | ||||||||||||||
| Deferred tax liability | 371 | 314 | ||||||||||||
| Net deferred income tax (asset) liability | $ | (1,387) | $ | 275 |
On July 14, 2022, the Energy (Oil and Gas) Profits Levy Act of 2022 (the Energy Profits Levy) was enacted, receiving Royal Assent. Under the law, an additional levy was assessed at a 25 percent rate and is effective for the period of May 26, 2022, through December 31, 2025. The Finance Act 2023 included amendments to the Energy Profits Levy that increased the levy from a 25 percent rate to a 35 percent rate, effective for the period of January 1, 2023 through March 31, 2028. Under U.S. GAAP, the financial statement impact of new legislation is recorded in the period of enactment. As a result, the Company recorded a deferred tax expense of $208 million and $174 million related to the remeasurement of the U.K. deferred tax liability in 2022 and 2023, respectively.
F-33
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (IRA). The IRA includes a new 15 percent corporate alternative minimum tax (CAMT) on applicable corporations with an average annual adjusted financial statement income that exceeds $1 billion for any three consecutive years preceding the tax year at issue. The CAMT is effective for tax years beginning after December 31, 2022. The Company is not an applicable corporation in 2023 but will be subject to CAMT beginning on January 1, 2024. The Company is continuing to evaluate the provisions of the IRA and its effects on the Company’s consolidated financial statements.
On January 14, 2022, Apache Midstream LLC, a wholly owned subsidiary of Apache, exchanged 12.5 million Common Units in Altus Midstream LP for 12.5 million shares of ALTM Class A Common Stock, in a taxable exchange. On February 22, 2022, as a result of the BCP Business Combination, the Company deconsolidated ALTM. On March 11, 2022, the Company sold four million of its Kinetik Shares. The Company recorded tax expense of $126 million associated with the BCP Business Combination. The tax impact of the BCP Business Combination was fully offset by a change in valuation allowance. Refer to Note 2— Acquisitions and Divestitures for further detail.
The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to realize the existing deferred tax assets. The Company showed positive income over the three-year period ended December 31, 2023. During the fourth quarter of 2023, as a result of increases in projections of future taxable income and the absence of objective negative evidence (such as a cumulative loss in recent years), the Company determined there was sufficient positive evidence to release a majority of the U.S. valuation allowance, which resulted in a non-cash deferred income tax benefit of $1.7 billion. The remaining U.S. valuation allowance relates primarily to foreign tax credit and capital loss carryforwards.
In 2023, 2022, and 2021, the Company’s valuation allowance decreased by $2.3 billion, $1.0 billion, and $89 million, respectively, as detailed in the table below:
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Balance at beginning of year | $ | 4,918 | $ | 5,902 | $ | 5,991 | ||||||||||||||
| State(1) | (63) | (111) | 1 | |||||||||||||||||
| U.S. | (2,235) | (706) | (97) | |||||||||||||||||
| Foreign | 10 | (167) | 7 | |||||||||||||||||
| Balance at end of year | $ | 2,630 | $ | 4,918 | $ | 5,902 |
(1)Reported as a component of state income taxes.
On December 31, 2023, the Company had net operating losses as follows:
| Amount | Expiration | |||||||||||||
| (In millions) | ||||||||||||||
| U.S. | $ | 8,027 | 2027 - Indefinite | |||||||||||
| State | 6,553 | Various | ||||||||||||
| Foreign | 119 | 2024 - Indefinite |
The Company has a U.S. net operating loss carryforward of $8.0 billion, which includes $107 million of net operating loss subject to annual limitation under Section 382 of the Internal Revenue Code (Code). Net operating losses generated in tax years beginning after 2017 are subject to an 80 percent taxable income limitation with indefinite carryover under the 2017 Tax Cuts and Jobs Act. The Company also has state net operating losses of $6.6 billion, foreign net operating losses of $119 million, and a net interest expense carryover of $580 million under Section 163(j) of the Code with indefinite carryover. In 2023, $1.7 billion of U.S. capital loss carryforward expired unutilized with $34 million remaining, which has a five year carryover period expiring in 2027. The Company has recorded a valuation allowance against some of the U.S. net operating losses, a majority of the state net operating losses, the foreign net operating losses, and the U.S. capital loss because it is more likely than not that these net operating losses and the capital loss carryforward will not be realized. The Company believes it is more likely than not that the deferred tax assets related to the remaining U.S. and state net operating losses, and the net interest expense carryover will be utilized prior to their expiration.
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APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
On December 31, 2023, the Company had foreign tax credits as follows:
| Amount | Expiration | |||||||||||||
| (In millions) | ||||||||||||||
| Foreign tax credits | $ | 2,204 | 2025-2026 |
The Company has a $2.2 billion U.S. foreign tax credit carryforward. The Company has recorded a full valuation allowance against the U.S. foreign tax credits listed above because it is more likely than not that these attributes will expire unutilized.
The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes,” which prescribes a minimum recognition threshold that a tax position must meet before being recognized in the financial statements. Tax positions generally refer to a position taken in a previously filed income tax return or expected to be included in a tax return to be filed in the future that is reflected in the measurement of current and deferred income tax assets and liabilities. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Balance at beginning of year | $ | 89 | $ | 116 | $ | 93 | ||||||||||||||
| Additions based on tax positions related to prior year | 4 | — | 16 | |||||||||||||||||
| Additions based on tax positions related to the current year | — | — | 7 | |||||||||||||||||
| Reductions for tax positions of prior years | — | (27) | — | |||||||||||||||||
| Balance at end of year | $ | 93 | $ | 89 | $ | 116 |
The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. Each quarter, the Company assesses the amounts provided for and, as a result, may increase or reduce the amount of interest and penalties. During each of the years ended December 31, 2023, 2022, and 2021, the Company recorded tax expense of $2 million, $1 million, and $1 million, respectively, for interest and penalties. At December 31, 2023, 2022, and 2021, the Company had an accrued liability for interest and penalties of $7 million, $5 million, and $4 million, respectively.
In 2023, 2022, and 2021, the Company recorded a $4 million net increase, a $27 million net decrease, and a $23 million net increase, respectively, in its reserve for uncertain tax positions.
On September 26, 2022, the Company received a Statutory Notice of Deficiency from the IRS disallowing certain net operating loss carryback and research and development credit refund claims. As a result of the disallowance, on December 14, 2022, the Company filed a petition with the U.S. Tax Court challenging the tax adjustments and requesting a redetermination of the deficiencies stated in the notice.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in various states and foreign jurisdictions. The Company’s uncertain tax positions are related to tax years that may be subject to examination by the relevant taxing authority. The Company’s earliest open tax years in its key jurisdictions are as follows:
Jurisdiction
| U.S. | 2014 | ||||
| Egypt | 2005 | ||||
| U.K. | 2022 |
F-35
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
11. COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company is party to various legal actions arising in the ordinary course of business, including litigation and governmental and regulatory controls, which also may include controls related to the potential impacts of climate change. As of December 31, 2023, the Company has an accrued liability of approximately $83 million for all legal contingencies that are deemed to be probable of occurring and can be reasonably estimated. The Company’s estimates are based on information known about the matters and its experience in contesting, litigating, and settling similar matters. Although actual amounts could differ from management’s estimate, none of the actions are believed by management to involve future amounts that would be material to the Company’s financial position, results of operations, or liquidity after consideration of recorded accruals. With respect to material matters for which the Company believes an unfavorable outcome is reasonably possible, the Company has disclosed the nature of the matter and a range of potential exposure, unless an estimate cannot be made at this time. It is management’s opinion that the loss for any other litigation matters and claims that are reasonably possible to occur will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.
Argentine Environmental Claims
On March 12, 2014, the Company and its subsidiaries completed the sale of all of the Company’s subsidiaries’ operations and properties in Argentina to YPF Sociedad Anonima (YPF). As part of that sale, YPF assumed responsibility for all of the past, present, and future litigation in Argentina involving Company subsidiaries, except that Company subsidiaries have agreed to indemnify YPF for certain environmental, tax, and royalty obligations capped at an aggregate of $100 million. The indemnity is subject to specific agreed conditions precedent, thresholds, contingencies, limitations, claim deadlines, loss sharing, and other terms and conditions. On April 11, 2014, YPF provided its first notice of claims pursuant to the indemnity. Company subsidiaries have not paid any amounts under the indemnity but will continue to review and consider claims presented by YPF. Further, Company subsidiaries retain the right to enforce certain Argentina-related indemnification obligations against Pioneer Natural Resources Company (Pioneer) in an amount up to $45 million pursuant to the terms and conditions of stock purchase agreements entered in 2006 between Company subsidiaries and subsidiaries of Pioneer.
Louisiana Restoration
Louisiana surface owners often file lawsuits or assert claims against oil and gas companies, including the Company, claiming that operators and working interest owners in the chain of title are liable for environmental damages on the leased premises, including damages measured by the cost of restoration of the leased premises to its original condition, regardless of the value of the underlying property. From time to time, restoration lawsuits and claims are resolved by the Company for amounts that are not material to the Company, while new lawsuits and claims are asserted against the Company. With respect to each of the pending lawsuits and claims, the amount claimed is not currently determinable or is not material. Further, the overall exposure related to these lawsuits and claims is not currently determinable. While adverse judgments against the Company are possible, the Company intends to actively defend these lawsuits and claims.
Starting in November of 2013 and continuing into 2023, several parishes in Louisiana have pending lawsuits against many oil and gas producers, including the Company. In these cases, the Parishes, as plaintiffs, allege that defendants’ oil and gas exploration, production, and transportation operations in specified fields were conducted in violation of the State and Local Coastal Resources Management Act of 1978, as amended, and applicable regulations, rules, orders, and ordinances promulgated or adopted thereunder by the Parish or the State of Louisiana. Plaintiffs allege that defendants caused substantial damage to land and water bodies located in the coastal zone of Louisiana. Plaintiffs seek, among other things, unspecified damages for alleged violations of applicable law within the coastal zone, the payment of costs necessary to clear, re-vegetate, detoxify, and otherwise restore the subject coastal zone as near as practicable to its original condition, and actual restoration of the coastal zone to its original condition. Without acknowledging or admitting any liability and solely to avoid the expense and uncertainty of future litigation, the Company agreed to settle with the State of Louisiana and Louisiana coastal Parishes to resolve any potential liability on the part of the Company for claims that were or could have been asserted by the coastal Parishes and/or the State of Louisiana in the pending litigation. The settlement is subject to court approval, which the parties hope to receive at some point in the first half of 2024. The consideration to be provided by the Company in the settlement will not have a material impact on the Company’s financial position. Following settlement of these various lawsuits, the Company will be a defendant in only one remaining coastal zone lawsuit, which has been filed by the City of New Orleans against a number of oil and gas operators.
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APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Apollo Exploration Lawsuit
In a case captioned Apollo Exploration, LLC, Cogent Exploration, Ltd. Co. & SellmoCo, LLC v. Apache Corporation, Cause No. CV50538 in the 385th Judicial District Court, Midland County, Texas, plaintiffs alleged damages in excess of $200 million (having previously claimed in excess of $1.1 billion) relating to purchase and sale agreements, mineral leases, and area of mutual interest agreements concerning properties located in Hartley, Moore, Potter, and Oldham Counties, Texas. The trial court entered final judgment in favor of the Company, ruling that the plaintiffs take nothing by their claims and awarding the Company its attorneys’ fees and costs incurred in defending the lawsuit. The court of appeals affirmed in part and reversed in part the trial court’s judgment thereby reinstating some of plaintiffs’ claims. The Texas Supreme Court granted the Company’s petition for review and heard oral argument in October 2022. On April 28, 2023, the Texas Supreme Court reversed the court of appeals’ decision and remanded the case back to the court of appeals for further proceedings. After plaintiffs’ request for rehearing, on July 21, 2023, the Texas Supreme Court reaffirmed its reversal of the court of appeals’ decision and remand of the case back to the court of appeals for further proceedings.
Australian Operations Divestiture Dispute
Pursuant to a Sale and Purchase Agreement dated April 9, 2015 (Quadrant SPA), the Company and its subsidiaries divested Australian operations to Quadrant Energy Pty Ltd (Quadrant). Closing occurred on June 5, 2015. In April 2017, the Company filed suit against Quadrant for breach of the Quadrant SPA. In its suit, the Company seeks approximately AUD $80 million. In December 2017, Quadrant filed a defense of equitable set-off to the Company’s claim and a counterclaim seeking approximately AUD $200 million in the aggregate. The Company will vigorously prosecute its claim while vigorously defending against Quadrant’s counter claims.
Canadian Operations Divestiture Dispute
Pursuant to a Sale and Purchase Agreement dated July 6, 2017 (Paramount SPA), the Company and its subsidiaries divested their remaining Canadian operations to Paramount Resources LTD (Paramount). Closing occurred on August 16, 2017. On September 11, 2019, four ex-employees of Apache Canada LTD on behalf of themselves and individuals employed by Apache Canada LTD on July 6, 2017, filed an Amended Statement of Claim in a matter styled Stephen Flesch et. al. v Apache Corporation et. al., No. 1901-09160 Court of Queen’s Bench of Alberta against the Company and others seeking class certification and a finding that the Paramount SPA amounted to a Change of Control of the Company, entitling them to accelerated vesting under the Company’s equity plans. In the suit, the class seeks approximately $60 million USD and punitive damages. Without acknowledging or admitting any liability and solely to avoid the expense and uncertainty of future litigation, Apache has agreed to a settlement in the Flesch class action matter under which Apache will pay $7 million USD to resolve all claims against the Company asserted by the class. The settlement was approved by the court on October 26, 2023.
California and Delaware Litigation
On July 17, 2017, in three separate actions, San Mateo and Marin Counties, and the City of Imperial Beach, California, all filed suit individually and on behalf of the people of the state of California against over 30 oil and gas companies alleging damages as a result of global warming. Plaintiffs seek unspecified damages and abatement under various tort theories. On December 20, 2017, in two separate actions, the City of Santa Cruz and Santa Cruz County filed similar lawsuits against many of the same defendants. On January 22, 2018, the City of Richmond filed a similar lawsuit.
On September 10, 2020, the State of Delaware filed suit, individually and on behalf of the people of the State of Delaware, against over 25 oil and gas companies alleging damages as a result of global warming. Plaintiffs seek unspecified damages and abatement under various tort theories.
The Company intends to challenge personal jurisdiction in California and to vigorously defend the Delaware lawsuit.
Kulp Minerals Lawsuit
On or about April 7, 2023, Apache was sued in a purported class action in New Mexico styled Kulp Minerals LLC v. Apache Corporation, Case No. D-506-CV-2023-00352 in the Fifth Judicial District. The Kulp Minerals case has not been certified and seeks to represent a group of owners allegedly owed statutory interest under New Mexico law as a result of purported late oil and gas payments. The amount of this claim is not yet reasonably determinable. The Company intends to vigorously defend against the claims asserted in this lawsuit.
F-37
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Shareholder and Derivative Lawsuits
On February 23, 2021, a case captioned Plymouth County Retirement System v. Apache Corporation, et al. was filed in the United States District Court for the Southern District of Texas (Houston Division) against the Company and certain current and former officers. The complaint, which is a shareholder lawsuit styled as a class action, alleges that (1) the Company intentionally used unrealistic assumptions regarding the amount and composition of available oil and gas in Alpine High; (2) the Company did not have the proper infrastructure in place to safely and/or economically drill and/or transport those resources even if they existed in the amounts purported; (3) certain statements and omissions artificially inflated the value of the Company’s operations in the Permian Basin; and (4) as a result, the Company’s public statements were materially false and misleading. The Company intends to vigorously defend this lawsuit.
On February 21, 2023, a case captioned Steve Silverman, Derivatively and on behalf of Nominal Defendant APA Corp. v. John J. Christmann IV, et al. was filed in federal district court for the Southern District of Texas. Then, on July 21, 2023, a case captioned Yang-Li-Yu, Derivatively and on behalf of Nominal Defendant APA Corp. v. John J. Christmann IV, et al. was filed in federal district court for the Southern District of Texas. These cases have now been consolidated as In Re APA Corporation Derivative Litigation, Case No. 4:23-cv-00636 in the Southern District of Texas and purport to be derivative actions brought against senior management and Company directors over many of the same allegations included in the Plymouth County Retirement System matter and asserts claims of (1) breach of fiduciary duty; (2) waste of corporate assets; and (3) unjust enrichment. The defendants intend to vigorously defend these lawsuits.
Environmental Matters
The Company, as an owner or lessee and operator of oil and gas properties, is subject to various federal, state, local, and foreign country laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. The Company maintains insurance coverage, which it believes is customary in the industry, although the Company is not fully insured against all environmental risks.
The Company manages its exposure to environmental liabilities on properties to be acquired by identifying existing problems and assessing the potential liability. The Company also conducts periodic reviews, on a Company-wide basis, to identify changes in its environmental risk profile. These reviews evaluate whether there is a probable liability, the amount, and the likelihood that the liability will be incurred. The amount of any potential liability is determined by considering, among other matters, incremental direct costs of any likely remediation and the proportionate cost of employees who are expected to devote a significant amount of time directly to any possible remediation effort. As it relates to evaluations of purchased properties, depending on the extent of an identified environmental problem, the Company may exclude a property from the acquisition, require the seller to remediate the property to the Company’s satisfaction, or agree to assume liability for the remediation of the property. The Company’s general policy is to limit any reserve additions to any incidents or sites that are considered probable to result in an expected remediation cost exceeding $300,000. Any environmental costs and liabilities that are not reserved for are treated as an expense when actually incurred. In the Company’s estimation, neither these expenses nor expenses related to training and compliance programs are likely to have a material impact on its financial condition.
As of December 31, 2023, the Company had an undiscounted reserve for environmental remediation of approximately $5 million.
On September 11, 2020, the Company received a Notice of Violation and Finding of Violation, and accompanying Clean Air Act Information Request, from the U.S. Environmental Protection Agency (EPA) following site inspections in April 2019 at several of the Company’s oil and natural gas production facilities in Lea and Eddy Counties, New Mexico. Then on December 29, 2020, the Company received a Notice of Violation and Opportunity to Confer, and accompanying Clean Air Act Information Request, from the EPA following helicopter flyovers in September 2019 of several of the Company’s oil and natural gas production facilities in Reeves County, Texas. The notices and information requests involved alleged emissions control and reporting violations. The Company cooperated with the EPA, responded to the information requests, and negotiated and entered into a consent decree to resolve the alleged violations in both New Mexico and Texas, which will be subject to court approval. The consideration to be provided by the Company in connection with the consent decree will not have a material impact on the Company’s financial position.
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APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company is not aware of any environmental claims existing as of December 31, 2023, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity. There can be no assurance, however, that current regulatory requirements will not change or past non-compliance with environmental laws will not be discovered on the Company’s properties.
Potential Decommissioning Obligations on Sold Properties
In 2013, Apache sold its Gulf of Mexico (GOM) Shelf operations and properties and its GOM operating subsidiary, GOM Shelf LLC (GOM Shelf) to Fieldwood Energy LLC (Fieldwood). Under the terms of the purchase agreement, Apache received cash consideration of $3.75 billion and Fieldwood assumed the obligation to decommission the properties held by GOM Shelf and the properties acquired from Apache and its other subsidiaries (collectively, the Legacy GOM Assets). In respect of such abandonment obligations, Fieldwood posted letters of credit in favor of Apache (Letters of Credit) and established trust accounts (Trust A and Trust B) of which Apache was a beneficiary and which were funded by two net profits interests (NPIs) depending on future oil prices. On February 14, 2018, Fieldwood filed for protection under Chapter 11 of the U.S. Bankruptcy Code. In connection with the 2018 bankruptcy, Fieldwood confirmed a plan under which Apache agreed, inter alia, to (i) accept bonds in exchange for certain of the Letters of Credit and (ii) amend the Trust A trust agreement and one of the NPIs to consolidate the trusts into a single Trust (Trust A) funded by both remaining NPIs. Following the 2018 reorganization of Fieldwood, Apache held two bonds (Bonds) and five Letters of Credit securing Fieldwood’s asset retirement obligations on the Legacy GOM Assets as and when Apache is required to perform or pay for decommissioning any Legacy GOM Asset over the remaining life of the Legacy GOM Assets.
On August 3, 2020, Fieldwood again filed for protection under Chapter 11 of the U.S. Bankruptcy Code. On June 25, 2021, the United States Bankruptcy Court for the Southern District of Texas (Houston Division) entered an order confirming Fieldwood’s bankruptcy plan. On August 27, 2021, Fieldwood’s bankruptcy plan became effective. Pursuant to the plan, the Legacy GOM Assets were separated into a standalone company, which was subsequently merged into GOM Shelf. Under GOM Shelf’s limited liability company agreement, the proceeds of production of the Legacy GOM Assets will be used to fund the operation of GOM Shelf and the decommissioning of Legacy GOM Assets.
By letter dated April 5, 2022, replacing two prior letters dated September 8, 2021 and February 22, 2022, and by subsequent letter dated March 1, 2023, GOM Shelf notified the Bureau of Safety and Environmental Enforcement (BSEE) that it was unable to fund the decommissioning obligations that it is currently obligated to perform on certain of the Legacy GOM Assets. As a result, Apache and other current and former owners in these assets have received orders from BSEE to decommission certain of the Legacy GOM Assets included in GOM Shelf’s notifications to BSEE. Apache expects to receive similar orders on the other Legacy GOM Assets included in GOM Shelf’s notification letters. Apache has also received orders to decommission other Legacy GOM Assets that were not included in GOM Shelf’s notification letters. Further, Apache anticipates that GOM Shelf may send additional such notices to BSEE in the future and that it may receive additional orders from BSEE requiring it to decommission other Legacy GOM Assets.
As of December 31, 2023, Apache has incurred $819 million in decommissioning costs related to Legacy GOM Assets. GOM Shelf did not, and has confirmed that it will not, reimburse Apache for these decommissioning costs. As a result, Apache has sought and will continue to seek reimbursement from its security for these costs. As of December 31, 2023, $293 million has been reimbursed from Trust A and $336 million has been reimbursed from the Letters of Credit. If GOM Shelf does not reimburse Apache for further decommissioning costs incurred with respect to Legacy GOM Assets, then Apache will continue to seek reimbursement from Trust A, to the extent of available funds, and thereafter, will seek reimbursement from the Bonds and the Letters of Credit until all such funds and securities are fully utilized. In addition, after such sources have been exhausted, Apache has agreed to provide a standby loan to GOM Shelf of up to $400 million to perform decommissioning (Standby Loan Agreement), with such standby loan secured by a first and prior lien on the Legacy GOM Assets.
If the combination of GOM Shelf’s net cash flow from its producing properties, the Trust A funds, the Bonds, and the remaining Letters of Credit are insufficient to fully fund decommissioning of any Legacy GOM Assets that Apache may be required to perform or fund, or if GOM Shelf’s net cash flow from its remaining producing properties after the Trust A funds, Bonds, and Letters of Credit are exhausted is insufficient to repay any loans made by Apache under the Standby Loan Agreement, then Apache may be forced to use its available cash to fund the deficit.
F-39
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of December 31, 2023, Apache estimates that its potential liability to fund the remaining decommissioning of Legacy GOM Assets it may be ordered to perform or fund ranges from $824 million to $1.2 billion on an undiscounted basis. Management does not believe any specific estimate within this range is a better estimate than any other. Accordingly, the Company has recorded a contingent liability of $824 million as of December 31, 2023, representing the estimated costs of decommissioning it may be required to perform or fund on Legacy GOM Assets. Of the total liability recorded, $764 million is reflected under the caption “Decommissioning contingency for sold Gulf of Mexico properties,” and $60 million is reflected under “Other current liabilities” in the Company’s consolidated balance sheet. Changes in significant assumptions impacting Apache’s estimated liability, including expected decommissioning rig spread rates, lift boat rates, and planned abandonment logistics could result in a liability in excess of the amount accrued.
As of December 31, 2023, the Company has also recorded a $199 million asset, which represents the remaining amount the Company expects to be reimbursed from the Trust A funds, the Bonds, and the Letters of Credit for decommissioning it may be required to perform on Legacy GOM Assets. Of the total asset recorded, $21 million is reflected under the caption “Decommissioning security for sold Gulf of Mexico properties,” and $178 million is reflected under “Other current assets.”
The Company recognized $212 million, $157 million, and $446 million during 2023, 2022, and 2021, respectively, of “Losses on previously sold Gulf of Mexico properties” to reflect the net impact of changes to the estimated decommissioning liability and decommissioning asset to the Company’s statement of consolidated operations.
On June 21, 2023, the two sureties that issued bonds directly to Apache and two sureties that issued bonds to the issuing bank on the Letters of Credit filed suit against Apache in a case styled Zurich American Insurance Company, HCC International Insurance Company PLC, Philadelphia Indemnity Insurance Company and Everest Reinsurance Company (Insurers) v. Apache Corporation, Cause No. 2023-38238 in the 281st Judicial District Court, Harris County Texas. Insurers are seeking to prevent Apache from drawing on the Bonds and Letters of Credit and further allege that they are discharged from their reimbursement obligations related to decommissioning costs and are entitled to other relief. On July 20, 2023, the 281st Judicial District Court denied the Insurers’ request for a temporary injunction. On July 26, 2023, Apache removed the suit to the United States Bankruptcy Court for the Southern District of Texas (Houston Division) which subsequently held that the sureties’ state court lawsuit violated the terms of the Bankruptcy Confirmation Order and is void. Apache has drawn down the entirety of the Letters of Credit and is vigorously pursuing its claims against the sureties.
Leases and Contractual Obligations
The Company determines if an arrangement is an operating or finance lease at the inception of each contract. If the contract is classified as an operating lease, the Company records an ROU asset and corresponding liability reflecting the total remaining present value of fixed lease payments over the expected term of the lease agreement. The expected term of the lease may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental borrowing rate when calculating the present value. In the normal course of business, the Company enters into various lease agreements for real estate, drilling rigs, vessels, aircrafts, and equipment related to its exploration and development activities, which are typically classified as operating leases under the provisions of the standard. ROU assets are reflected within “Deferred charges and other assets” on the Company’s consolidated balance sheet, and the associated operating lease liabilities are reflected within “Other current liabilities” and “Other” within “Deferred Credits and Other Noncurrent Liabilities,” as applicable.
Operating lease expense associated with ROU assets is recognized on a straight-line basis over the lease term. Lease expense is reflected on the statement of consolidated operations commensurate with the leased activities and nature of the services performed. Gross fixed operating lease expense, inclusive of amounts billable to partners and other working interest owners, was $168 million, $145 million, and $128 million for the years ended 2023, 2022, and 2021, respectively. As allowed under the standard, the Company accounts for non-lease and lease components as a single lease component for all asset classes and has elected to exclude short-term leases (those with terms of 12 months or less) from the balance sheet presentation. Costs incurred for short-term leases were $71 million, $62 million, and $20 million in 2023, 2022, and 2021, respectively. In 2023 these costs primarily related to decommissioning work in the Gulf of Mexico. In 2022 and 2021, these costs were primarily related to drilling activities in Block 58 offshore Suriname.
Finance lease assets are included in “Property, Plant, and Equipment” on the consolidated balance sheet, and the associated finance lease liabilities are reflected within “Current debt” and “Long-term debt,” as applicable. Depreciation on the Company’s finance lease asset was $2 million in each of the years 2023, 2022, and 2021. Interest on the Company’s finance lease liability was $1 million, $2 million, and $2 million in 2023, 2022, and 2021, respectively.
F-40
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table represents the Company’s weighted average lease term and discount rate as of December 31, 2023:
| Operating Leases | Finance Lease | |||||||||||||
| Weighted average remaining lease term | 6.9 years | 9.7 years | ||||||||||||
| Weighted average discount rate | 5.3 | % | 4.4 | % |
At December 31, 2023, contractual obligations for long-term operating leases, finance leases, and purchase obligations are as follows:
| Net Minimum Commitments**(1)** | Operating Leases**(2)** | Finance Lease**(3)** | Purchase Obligations**(4)(5)** | |||||||||||||||||
| (In millions) | ||||||||||||||||||||
| 2024 | $ | 116 | $ | 3 | $ | 250 | ||||||||||||||
| 2025 | 35 | 3 | 197 | |||||||||||||||||
| 2026 | 21 | 4 | 766 | |||||||||||||||||
| 2027 | 23 | 4 | 143 | |||||||||||||||||
| 2028 | 22 | 4 | 141 | |||||||||||||||||
| Thereafter | 129 | 23 | 208 | |||||||||||||||||
| Total future minimum payments | 346 | 41 | $ | 1,705 | ||||||||||||||||
| Less: imputed interest | (65) | (9) | N/A | |||||||||||||||||
| Total lease liabilities | 281 | 32 | N/A | |||||||||||||||||
| Current portion | 116 | 2 | N/A | |||||||||||||||||
| Non-current portion | $ | 165 | $ | 30 | N/A |
(1)Excludes commitments for jointly owned fields and facilities for which the Company is not the operator.
(2)Amounts represent future payments associated with oil and gas operations inclusive of amounts billable to partners and other working interest owners. Such payments may be capitalized as a component of oil and gas properties and subsequently depreciated, impaired, or written off as exploration expense.
(3)Amounts represent the Company’s finance lease obligation related to the Company’s Midland, Texas regional office building.
(4)Amounts represent any agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These include minimum commitments associated with take-or-pay contracts, NGL processing agreements, drilling work program commitments, and agreements to secure capacity rights on third-party pipelines. Amounts exclude certain product purchase obligations related to marketing and trading activities for which there are no minimum purchase requirements or the amounts are not fixed or determinable. Total costs incurred under take-or-pay and throughput obligations were $182 million, $183 million, and $198 million in 2023, 2022, and 2021, respectively.
(5)Under terms agreed to in the Egypt merged concession agreement entered into in 2021, the Company committed to spend a minimum of $3.5 billion on exploration, development, and operating activities by March 31, 2026. As of December 31, 2023, the Company has spent $2.9 billion and believes it will be able to satisfy the remaining obligation within its current exploration and development program.
The lease liability reflected in the table above represents the Company’s fixed minimum payments that are settled in accordance with the lease terms. Actual lease payments during the period may also include variable lease components such as common area maintenance, usage-based sales taxes and rate differentials, or other similar costs that are not determinable at the inception of the lease. Gross variable lease payments, inclusive of amounts billable to partners and other working interest owners were $74 million, $90 million, and $64 million in 2023, 2022, and 2021, respectively.
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APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
12. RETIREMENT AND DEFERRED COMPENSATION PLANS
The Company provides retirement benefits to its U.S. employees through the use of multiple plans: a 401(k) savings plan, a money purchase retirement plan, a non-qualified retirement savings plan, and a non-qualified restorative retirement savings plan. The 401(k) savings plan provides participating employees the ability to elect to contribute up to 50 percent of eligible compensation to the plan with the Company making matching contributions up to a maximum of 8 percent of each employee’s annual eligible compensation. In addition, the Company contributes 6 percent of each participating employee’s annual eligible compensation to a money purchase retirement plan. The 401(k) savings plan and the money purchase retirement plan are subject to certain annually-adjusted, government-mandated restrictions that limit the amount of employee and Company contributions. For certain eligible employees, the Company also provides a non-qualified retirement savings plan or a non-qualified restorative retirement savings plan. These plans allow the deferral of up to 50 percent of each employee’s base salary, up to 75 percent of each employee’s annual bonus (that accepts employee contributions) and the Company’s matching contributions in excess of the government mandated limitations imposed in the 401(k) savings plan and money purchase retirement plan.
Vesting in the Company’s contributions in the 401(k) savings plan, the money purchase retirement plan, the non-qualified retirement savings plan and the non-qualified restorative retirement savings plan occurs at the rate of 20 percent for every completed year of employment. Upon a change in control of ownership of APA, immediate and full vesting occurs.
The aggregate annual cost to the Company of all U.S. and international savings plans, the money purchase retirement plan, non-qualified retirement savings plan, and non-qualified restorative retirement savings plan was $44 million, $40 million, and $31 million for 2023, 2022, and 2021, respectively.
The Company also provides a funded noncontributory defined benefit pension plan (U.K. Pension Plan) covering certain employees of the Company’s North Sea operations in the U.K. The plan provides defined pension benefits based on years of service and final salary. The plan applies only to employees who were part of BP North Sea’s pension plan as of April 2, 2003, prior to the acquisition of BP North Sea by the Company effective July 1, 2003.
Additionally, the Company offers postretirement medical benefits to U.S. employees who meet certain eligibility requirements. Eligible participants receive medical benefits up until the age of 65 or at the date they become eligible for Medicare, provided the participant remits the required portion of the cost of coverage. The plan is contributory with participants’ contributions adjusted annually. The postretirement benefit plan does not cover benefit expenses once a covered participant becomes eligible for Medicare.
F-42
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following tables set forth the benefit obligation, fair value of plan assets and funded status as of December 31, 2023, 2022, and 2021, and the underlying weighted average actuarial assumptions used for the U.K. Pension Plan and U.S. postretirement benefit plan. The Company uses a measurement date of December 31 for its pension and postretirement benefit plans.
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||
| Pension Benefits | Postretirement Benefits | Pension Benefits | Postretirement Benefits | Pension Benefits | Postretirement Benefits | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Change in Projected Benefit Obligation | ||||||||||||||||||||||||||||||||||||||
| Projected benefit obligation at beginning of year | $ | 108 | $ | 15 | $ | 211 | $ | 20 | $ | 233 | $ | 20 | ||||||||||||||||||||||||||
| Service cost | 1 | 1 | 2 | 1 | 3 | 1 | ||||||||||||||||||||||||||||||||
| Interest cost | 5 | 1 | 3 | — | 3 | — | ||||||||||||||||||||||||||||||||
| Foreign currency exchange rates | 6 | — | (21) | — | (2) | — | ||||||||||||||||||||||||||||||||
| Actuarial losses (gains) | 3 | — | (79) | (5) | (5) | 1 | ||||||||||||||||||||||||||||||||
| Plan settlements | — | — | — | — | (17) | — | ||||||||||||||||||||||||||||||||
| Benefits paid | (5) | (3) | (8) | (3) | (4) | (4) | ||||||||||||||||||||||||||||||||
| Retiree contributions | — | 1 | — | 2 | — | 2 | ||||||||||||||||||||||||||||||||
| Projected benefit obligation at end of year | 118 | 15 | 108 | 15 | 211 | 20 | ||||||||||||||||||||||||||||||||
| Change in Plan Assets | ||||||||||||||||||||||||||||||||||||||
| Fair value of plan assets at beginning of year | 137 | — | 254 | — | 262 | — | ||||||||||||||||||||||||||||||||
| Actual return (loss) on plan assets | 8 | — | (87) | — | 11 | — | ||||||||||||||||||||||||||||||||
| Foreign currency exchange rates | 8 | — | (26) | — | (3) | — | ||||||||||||||||||||||||||||||||
| Employer contributions | 2 | 1 | 4 | 2 | 5 | 2 | ||||||||||||||||||||||||||||||||
| Plan settlements | — | — | — | — | (17) | — | ||||||||||||||||||||||||||||||||
| Benefits paid | (5) | (3) | (8) | (4) | (4) | (4) | ||||||||||||||||||||||||||||||||
| Retiree contributions | — | 2 | — | 2 | — | 2 | ||||||||||||||||||||||||||||||||
| Fair value of plan assets at end of year | 150 | — | 137 | — | 254 | — | ||||||||||||||||||||||||||||||||
| Funded status at end of year | $ | 32 | $ | (15) | $ | 29 | $ | (15) | $ | 43 | $ | (20) | ||||||||||||||||||||||||||
| Amounts recognized in Consolidated Balance Sheet | ||||||||||||||||||||||||||||||||||||||
| Current liability | $ | — | $ | (2) | $ | — | $ | (2) | $ | — | $ | (2) | ||||||||||||||||||||||||||
| Non-current asset (liability) | 32 | (13) | 29 | (13) | 43 | (18) | ||||||||||||||||||||||||||||||||
| $ | 32 | $ | (15) | $ | 29 | $ | (15) | $ | 43 | $ | (20) | |||||||||||||||||||||||||||
| Pre-tax Amounts Recognized in Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||||||
| Accumulated gain (loss) | $ | (12) | $ | 16 | $ | (10) | $ | 18 | $ | 1 | $ | 14 | ||||||||||||||||||||||||||
| Weighted Average Assumptions used as of December 31 | ||||||||||||||||||||||||||||||||||||||
| Discount rate | 4.80 | % | 5.00 | % | 5.00 | % | 5.29 | % | 1.80 | % | 2.57 | % | ||||||||||||||||||||||||||
| Salary increases | 4.60 | % | N/A | 4.70 | % | N/A | 4.90 | % | N/A | |||||||||||||||||||||||||||||
| Expected return on assets | 4.80 | % | N/A | 4.70 | % | N/A | 1.90 | % | N/A | |||||||||||||||||||||||||||||
| Healthcare cost trend | ||||||||||||||||||||||||||||||||||||||
| Initial | N/A | 6.25 | % | N/A | 6.50 | % | N/A | 6.25 | % | |||||||||||||||||||||||||||||
| Ultimate in 2030 | N/A | 5.25 | % | N/A | 5.25 | % | N/A | 5.00 | % |
As of December 31, 2023, 2022, and 2021, the accumulated benefit obligation for the U.K. Pension Plan was $112 million, $89 million, and $205 million, respectively.
F-43
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company’s defined benefit pension plan assets are held by a non-related trustee who has been instructed to invest the assets under a cash flow driven investment strategy. The Company intends to invest in primarily low risk debt securities that will provide a reasonable rate of return focused on cash flow timing such that the benefits promised to members are provided when due. The U.K. Pension Plan policy is to target an ongoing funding level of 100 percent through prudent investments and includes policies and strategies such as investment goals, risk management practices, and permitted and prohibited investments. A breakout of allocations for the Company's plan asset holdings are summarized below:
| Percentage of Plan Assets at Year-End | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Asset Category | ||||||||||||||
| Global equities | — | % | 6 | % | ||||||||||
| Multi-asset credit | 59 | % | 40 | % | ||||||||||
| Nominal bonds | 6 | % | 24 | % | ||||||||||
| Inflation-linked bonds | 33 | % | 28 | % | ||||||||||
| Cash | 2 | % | 2 | % | ||||||||||
| Total | 100 | % | 100 | % |
The plan’s assets do not include any direct ownership of equity or debt securities of the Company. The fair value of plan assets at December 31, 2023 and 2022 are based upon unadjusted quoted prices for identical instruments in active markets, which is a Level 1 fair value measurement. The following tables present the fair values of plan assets for each major asset category based on the nature and significant concentration of risks in plan assets at December 31, 2023 and 2022:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Asset Category | ||||||||||||||
| Global equities | $ | — | $ | 9 | ||||||||||
| Multi-asset credit | 88 | 55 | ||||||||||||
| Nominal bonds | 9 | 32 | ||||||||||||
| Inflation-linked bonds | 50 | 39 | ||||||||||||
| Cash | 3 | 2 | ||||||||||||
| Total | $ | 150 | $ | 137 |
The expected long-term rate of return on assets assumptions are derived relative to the yield on long-dated fixed-interest bonds issued by the U.K. government (gilts). For equities, outperformance relative to gilts is assumed to be 3.5 percent per year.
F-44
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following tables set forth the components of the net periodic cost and the underlying weighted average actuarial assumptions used for the pension and postretirement benefit plans as of December 31, 2023, 2022, and 2021:
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||
| Pension Benefits | Postretirement Benefits | Pension Benefits | Postretirement Benefits | Pension Benefits | Postretirement Benefits | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Components of Net Periodic Benefit Cost | ||||||||||||||||||||||||||||||||||||||
| Service cost | $ | 1 | $ | 1 | $ | 2 | $ | 1 | $ | 3 | $ | 1 | ||||||||||||||||||||||||||
| Interest cost | 5 | 1 | 3 | — | 3 | — | ||||||||||||||||||||||||||||||||
| Expected return on assets | (7) | — | (4) | — | (4) | — | ||||||||||||||||||||||||||||||||
| Amortization of loss | — | (2) | — | (1) | — | (1) | ||||||||||||||||||||||||||||||||
| Settlement loss | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | (1) | $ | — | $ | 1 | $ | — | $ | 2 | $ | — | ||||||||||||||||||||||||||
| Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31 | ||||||||||||||||||||||||||||||||||||||
| Discount rate | 5.00 | % | 5.29 | % | 1.80 | % | 2.57 | % | 1.40 | % | 2.06 | % | ||||||||||||||||||||||||||
| Salary increases | 4.70 | % | N/A | 4.90 | % | N/A | 4.50 | % | N/A | |||||||||||||||||||||||||||||
| Expected return on assets | 4.70 | % | N/A | 1.90 | % | N/A | 1.50 | % | N/A | |||||||||||||||||||||||||||||
| Healthcare cost trend | ||||||||||||||||||||||||||||||||||||||
| Initial | N/A | 6.50 | % | N/A | 6.25 | % | N/A | 6.00 | % | |||||||||||||||||||||||||||||
| Ultimate in 2030 | N/A | 5.25 | % | N/A | 5.00 | % | N/A | 5.00 | % |
The Company expects to contribute approximately $2 million to its pension plan and $2 million to its postretirement benefit plan in 2024. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
| Pension Benefits | Postretirement Benefits | |||||||||||||
| (In millions) | ||||||||||||||
| 2024 | $ | 5 | $ | 2 | ||||||||||
| 2025 | 5 | 2 | ||||||||||||
| 2026 | 5 | 1 | ||||||||||||
| 2027 | 6 | 1 | ||||||||||||
| 2028 | 6 | 1 | ||||||||||||
| Years 2029-2033 | 34 | 6 |
F-45
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
13. REDEEMABLE NONCONTROLLING INTEREST — ALTUS
Preferred Units Issuance
On June 12, 2019, Altus Midstream LP issued and sold Preferred Units for an aggregate issue price of $625 million in a private offering exempt from the registration requirements of the Securities Act. Altus Midstream LP received approximately $611 million in cash proceeds from the sale after deducting transaction costs and discounts to certain purchasers.
Classification
Prior to the deconsolidation of Altus on February 22, 2022, at December 31, 2021, the carrying amount of the Preferred Units was recorded as “Redeemable Noncontrolling Interest — Altus Preferred Unit Limited Partners” and classified as temporary equity on the Company’s consolidated balance sheet based on the terms of the Preferred Units, including the redemption rights with respect thereto.
Measurement
Altus applied a two-step approach to subsequent measurement of the redeemable noncontrolling interest related to the Preferred Units by first allocating a portion of the net income of Altus Midstream LP in accordance with the terms of the partnership agreement. An additional adjustment to the carrying value of the Preferred Unit redeemable noncontrolling interest at each period end was recorded, if applicable. The amount of such adjustment was determined based upon the accreted value method to reflect the passage of time until the Preferred Units were exchangeable at the option of the holder. Accordingly, prior to the deconsolidation of Altus on February 22, 2022, the Company recorded a net loss attributable to Altus Preferred Unit limited partners totaling $70 million and net income attributable to Altus Preferred Unit limited partners totaling $162 million during 2022 and 2021, respectively.
14. CAPITAL STOCK
Common Stock Outstanding
The following table provides changes to the Company’s common shares outstanding for the years ended December 31, 2023, 2022, and 2021:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Balance, beginning of year | 311,559,149 | 346,930,765 | 377,482,630 | |||||||||||||||||
| Shares issued for stock-based compensation plans: | ||||||||||||||||||||
| Treasury shares issued | 2,016 | 1,996 | 3,133 | |||||||||||||||||
| Common shares issued | 725,914 | 791,381 | 649,231 | |||||||||||||||||
| Treasury shares acquired | (8,711,178) | (36,164,993) | (31,204,229) | |||||||||||||||||
| Balance, end of year | 303,575,901 | 311,559,149 | 346,930,765 |
Net Income per Common Share
The following table provides a reconciliation of the components of basic and diluted net income per common share for the years ended December 31, 2023, 2022, and 2021:
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income | Shares | Per Share | Income | Shares | Per Share | Income | Shares | Per Share | ||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except per share amounts) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income attributable to common stock | $ | 2,855 | 308 | $ | 9.26 | $ | 3,674 | 332 | $ | 11.05 | $ | 973 | 374 | $ | 2.60 | |||||||||||||||||||||||||||||||||||||||||
| Effect of Dilutive Securities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation awards | $ | — | 1 | $ | (0.01) | $ | — | 1 | $ | (0.03) | $ | — | 1 | $ | (0.01) | |||||||||||||||||||||||||||||||||||||||||
| Diluted: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income attributable to common stock | $ | 2,855 | 309 | $ | 9.25 | $ | 3,674 | 333 | $ | 11.02 | $ | 973 | 375 | $ | 2.59 |
The diluted EPS calculation excludes options and restricted shares that were anti-dilutive totaling 1.9 million, 2.4 million, and 3.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
F-46
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Stock Repurchase Program
During 2018, the Company’s Board of Directors authorized the purchase of up to 40 million shares of the Company’s common stock. During the fourth quarter of 2021, the Company’s Board of Directors authorized the purchase of an additional 40 million shares of the Company’s common stock. During the third quarter of 2022, the Company's Board of Directors further authorized the purchase of an additional 40 million shares of the Company's common stock.
During 2023, the Company repurchased 8.7 million shares at an average price of $37.81 per share, and as of December 31, 2023, the Company had remaining authorization to repurchase 43.9 million shares. During 2022, the Company repurchased 36.2 million shares at an average price of $39.34 per share. During 2021, the Company repurchased 31.2 million shares at an average price of $27.14 per share.
Subsequent to year-end 2023 and through the date of this filing on February 22, 2024, the Company repurchased 3.0 million shares at an average price of $33.27 per share. As of February 22, 2024, the Company had remaining authorization to repurchase up to 40.9 million shares.
The Company is not obligated to acquire any additional shares. Shares may be purchased either in the open market or through privately held negotiated transactions.
Common Stock Dividend
The Company’s Board of Directors approved an increase in APA’s quarterly dividend from $0.025 per share to $0.0625 per share in the third quarter of 2021 and approved a further increase to $0.125 per share in the fourth quarter of 2021. During the third quarter of 2022, the Company’s Board of Directors approved another increase to its quarterly dividend to $0.25 per share, representing a return to pre-Covid-19 dividend levels. For the years ended December 31, 2023, 2022, and 2021, the Company declared common stock dividends totaling $1.00 per share, $0.75 per share, and $0.2375 per share, respectively.
Stock Compensation Plans
The Company maintains several stock-based compensation plans, which include stock options, restricted stock, and conditional restricted stock unit plans. In 2021, pursuant to the Holding Company Reorganization, Apache’s outstanding common shares were converted into equivalent corresponding shares of APA. APA assumed sponsorship of all stock compensation plans. All cash-settled awards previously indexed to Apache’s stock price were subsequently indexed to APA’s stock price, and all unvested stock-settled awards will be settled in APA stock upon vesting.
On May 12, 2016, the Company’s shareholders approved the 2016 Omnibus Compensation Plan (the 2016 Plan), which is used to provide eligible employees with equity-based incentives by granting incentive stock options, non-qualified stock options, performance awards, restricted stock awards, restricted stock units, stock appreciation rights, cash awards, or any combination of the foregoing. As of December 31, 2023, 9.4 million shares were authorized and available for grant under the 2016 Plan. Previously approved plans remain in effect solely for the purpose of governing grants still outstanding that were issued prior to approval of the 2016 Plan. All new grants are issued from the 2016 Plan. In 2018, the Company began issuing cash-settled awards (phantom units) under the restricted stock and conditional restricted stock unit plans. The phantom units represent a hypothetical interest in the Company’s stock and, once vested, are settled in cash.
F-47
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Costs related to the plans are capitalized or expensed to “Lease operating expenses,” “Exploration,” or “General and administrative” in the Company’s statement of consolidated operations based on the nature of each employee’s activities. The following table summarizes the Company’s stock-settled and cash-settled compensation costs for the years ended December 31, 2023, 2022, and 2021:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Stock-settled and cash-settled compensation expensed: | ||||||||||||||||||||
| Lease operating expenses | $ | 27 | $ | 82 | $ | 39 | ||||||||||||||
| Exploration | 7 | 29 | 10 | |||||||||||||||||
| General and administrative | 50 | 193 | 108 | |||||||||||||||||
| Total stock-settled and cash-settled compensation expensed | 84 | 304 | 157 | |||||||||||||||||
| Stock-settled and cash-settled compensation capitalized | 13 | 44 | 18 | |||||||||||||||||
| Total stock-settled and cash-settled compensation costs | $ | 97 | $ | 348 | $ | 175 |
Stock Options
As of December 31, 2023, the Company had outstanding options to purchase shares of its common stock under the 2016 Plan and the 2011 Omnibus Equity Compensation Plan (the 2011 Plan and, with the 2016 Plan, the Omnibus Plans). The Omnibus Plans were submitted to and approved by the Company’s shareholders. New shares of common stock will be issued for employee stock option exercises. Under the Omnibus Plans, the exercise price of each option equals the closing price of APA’s common stock on the date of grant. Options granted become exercisable ratably over a three-year period and expire 10 years after granted.
The following table summarizes stock option activity for the years ended December 31, 2023, 2022, and 2021:
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||
| Shares Under Option | Weighted Average Exercise Price | Shares Under Option | Weighted Average Exercise Price | Shares Under Option | Weighted Average Exercise Price | |||||||||||||||||||||||||||||||||
| (In thousands, except exercise price amounts) | ||||||||||||||||||||||||||||||||||||||
| Outstanding, beginning of year | 2,078 | $ | 57.71 | 3,012 | $ | 63.79 | 3,537 | $ | 72.10 | |||||||||||||||||||||||||||||
| Exercised | (12) | 42.38 | (99) | 42.09 | — | — | ||||||||||||||||||||||||||||||||
| Forfeited | — | — | (2) | 49.10 | — | — | ||||||||||||||||||||||||||||||||
| Expired | (601) | 80.53 | (833) | 81.56 | (525) | 119.83 | ||||||||||||||||||||||||||||||||
| Outstanding, end of year(1) | 1,465 | 48.48 | 2,078 | 57.71 | 3,012 | 63.79 | ||||||||||||||||||||||||||||||||
| Expected to vest | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Exercisable, end of year(1) | 1,465 | 48.48 | 2,078 | 57.71 | 3,012 | 63.79 |
(1)As of December 31, 2023, options exercisable and outstanding had a weighted average remaining contractual life of 3.1 years and aggregate intrinsic value of $33,000.
During the years ended December 31, 2023, 2022, and 2021, there were no options issued and 12,183, 98,646, and no options, respectively, exercised.
Restricted Stock Units and Restricted Stock Phantom Units
The Company has restricted stock unit and restricted stock phantom unit plans for eligible employees, including officers. The value of the stock-settled restricted stock unit awards is established by the market price on the date of grant and is recorded as compensation expense ratably over the vesting terms. The restricted stock phantom unit awards represent a hypothetical interest in either the Company’s common stock or, prior to the BCP Business Combination, in ALTM’s common stock, as applicable, and, once vested, are settled in cash. Compensation expense related to the cash-settled awards is recorded as a liability and remeasured at the end of each reporting period over the applicable vesting term.
For the years ended December 31, 2023, 2022, and 2021, compensation costs charged to expense for the restricted stock units and restricted stock phantom units was $73 million, $153 million, and $95 million, respectively. As of December 31, 2023, 2022, and 2021, capitalized compensation costs for the restricted stock units and restricted stock phantom units were $11 million, $22 million, and $15 million, respectively.
F-48
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes stock-settled restricted stock unit activity for the years ended December 31, 2023, 2022, and 2021:
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||
| Units | Weighted Average Grant-Date Fair Value | Units | Weighted Average Grant-Date Fair Value | Units | Weighted Average Grant-Date Fair Value | |||||||||||||||||||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||||||||||||||||||||
| Non-vested, beginning of year | 1,885 | $ | 23.08 | 2,073 | $ | 19.98 | 1,552 | $ | 28.43 | |||||||||||||||||||||||||||||
| Granted | 661 | 41.60 | 847 | 29.90 | 1,506 | 16.46 | ||||||||||||||||||||||||||||||||
| Vested(3) | (975) | 23.31 | (978) | 22.39 | (857) | 29.13 | ||||||||||||||||||||||||||||||||
| Forfeited | (69) | 32.44 | (57) | 23.49 | (128) | 19.78 | ||||||||||||||||||||||||||||||||
| Expired | (22) | 27.81 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Non-vested, end of year(1)(2) | 1,480 | 30.69 | 1,885 | 23.08 | 2,073 | 19.98 |
(1)As of December 31, 2023, there was $15 million of total unrecognized compensation cost related to 1,479,880 unvested stock-settled restricted stock units.
(2)As of December 31, 2023, the weighted-average remaining life of unvested stock-settled restricted stock units is approximately 0.6 years.
(3)The grant date fair values of the stock-settled awards vested during 2023, 2022, and 2021 were approximately $23 million, $22 million, and $25 million, respectively.
The following table summarizes cash-settled restricted stock phantom unit activity for the years ended December 31, 2023, 2022, and 2021:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Non-vested, beginning of year | 5,709 | 6,402 | 4,423 | |||||||||||||||||
| Adjustment from ALTM transaction(1) | — | 143 | — | |||||||||||||||||
| Granted(2) | 1,972 | 2,568 | 4,441 | |||||||||||||||||
| Vested | (2,851) | (2,970) | (2,049) | |||||||||||||||||
| Forfeited | (340) | (434) | (413) | |||||||||||||||||
| Expired | (12) | — | — | |||||||||||||||||
| Non-vested, end of year(3) | 4,478 | 5,709 | 6,402 |
(1)Following the BCP Business Combination, certain employees were granted restricted stock phantom units based on APA’s common stock price to replace the equivalent value in restricted stock phantom units based on ALTM’s common stock price.
(2)Restricted stock phantom units granted during 2023, 2022, and 2021 included 1,972,116, 2,512,602, and 4,375,546 awards, respectively, based on the per-share market price of APA common stock. Restricted stock phantom units granted during 2022 and 2021 included 55,546 and 65,327 awards, respectively, based on the per-share market price of ALTM common stock prior to the deconsolidation of Altus on February 22, 2022.
(3)The outstanding liability for the unvested cash-settled restricted stock phantom units that had not been recognized as of December 31, 2023 was approximately $54 million.
In January 2024, the Company awarded 819,836 restricted stock units and 2,356,255 restricted stock phantom units based on APA’s weighted-average per-share market price of $33.73 under the 2016 Plan to eligible employees. Total compensation cost for the restricted stock units and the restricted stock phantom units, absent any forfeitures, is estimated to be $28 million and $80 million, respectively, and was calculated based on the per-share fair market value of a share of the Company’s common stock as of the grant date. Compensation cost will be recognized over a three-year vesting period for both plans. The restricted stock phantom units will be classified as a liability and remeasured at the end of each reporting period based on the change in fair value of one share of the Company’s common stock, a Level 1 fair value measurement.
F-49
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Performance Program
To provide long-term incentives for the Company’s employees to deliver competitive shareholder returns, the Company makes annual grants of cash-settled conditional restricted stock phantom units to eligible employees. APA has a performance program for certain eligible employees with payout for a portion of the shares based upon measurement of total shareholder return (TSR) of APA common stock as compared to a designated peer group during a three-year performance period. Payout for the remaining portion of the shares is based on performance and financial objectives as defined in the plan. The overall results of the objectives are calculated at the end of the award’s stated performance period and, if a payout is warranted, applied to the target number of restricted stock units awarded. The performance shares will immediately vest 50 percent at the end of the three-year performance period, with the remaining 50 percent vesting at the end of the following year. Grants from the performance programs outstanding at December 31, 2023, are as described below:
-
In January 2020, the Company’s Board of Directors approved the 2020 Performance Program, pursuant to the 2016 Plan. Eligible employees received initial cash-settled conditional phantom units totaling 1,687,307 units. A total of 999,896 phantom units were outstanding as of December 31, 2023. The results for the performance period yielded a payout of 155 percent of target.
-
In January 2021, the Company’s Board of Directors approved the 2021 Performance Program, pursuant to the 2016 Plan. Eligible employees received the initial cash-settled conditional phantom units totaling 1,959,856 units. A total of 1,803,083 phantom units were outstanding as of December 31, 2023. The results for the performance period yielded a payout of 118 percent of target.
-
In January 2022, the Company’s Board of Directors approved the 2022 Performance Program, pursuant to the 2016 Plan. Eligible employees received the initial cash-settled conditional phantom units totaling 1,093,034 units. The actual number of phantom units awarded will be between zero and 200 percent of target. A total of 1,040,100 phantom units were outstanding as of December 31, 2023, from which a minimum of zero to a maximum of 2,080,200 units could be awarded.
-
In January 2023, the Company’s Board of Directors approved the 2023 Performance Program, pursuant to the 2016 Plan. Eligible employees received the initial cash-settled conditional phantom units totaling 822,200 units. The actual number of phantom units awarded will be between zero and 200 percent of target. A total of 784,977 phantom units were outstanding as of December 31, 2023, from which a minimum of zero to a maximum of 1,569,954 units could be awarded.
Compensation expense related to the conditional cash-settled awards is recorded as a liability and remeasured at the end of each reporting period over the applicable vesting term. Compensation costs charged to expense under the cash-settled performance programs were expenses of $2 million, $143 million, and $57 million during 2023, 2022, and 2021, respectively. Capitalized compensation costs under the cash-settled performance programs were expenses of approximately $100 thousand, $21 million, and $3 million during 2023, 2022, and 2021, respectively.
The following table summarizes cash-settled conditional restricted stock phantom unit activity for the years ended December 31, 2023, 2022, and 2021:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Non-vested, beginning of year | 4,835 | 4,531 | 3,417 | |||||||||||||||||
| Granted | 1,536 | 1,676 | 1,782 | |||||||||||||||||
| Vested | (1,593) | (656) | (76) | |||||||||||||||||
| Forfeited | (99) | (106) | (240) | |||||||||||||||||
| Expired | (50) | (610) | (352) | |||||||||||||||||
| Non-vested, end of year(1) | 4,629 | 4,835 | 4,531 |
(1)As of December 31, 2023, the outstanding liability for the unvested cash-settled conditional restricted stock phantom units that had not been recognized was approximately $24 million.
F-50
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
In January 2024, the Company’s Board of Directors approved the 2024 Performance Program, pursuant to the 2016 Plan. A portion of the award is based upon measurement of TSR similar to prior year awards, and the remaining portion of the award is based on performance and financial objectives as defined in the 2024 Performance Program. Eligible employees received conditional phantom units and cash incentives. The conditional phantom units totaled 644,399 units, with the ultimate units to be awarded ranging from zero to a maximum of 1,288,798 units. These phantom units represent a hypothetical interest in the Company’s common stock, and, once vested, are settled in cash. These phantom units will be classified as a liability and remeasured at the end of each reporting period based on the change in fair value of one share of the Company’s common stock, a Level 1 fair value measurement. The cash incentives totaled $14 million, with the ultimate payout ranging from zero to $28 million. Final payout of the awards will be determined at the end of a three-year performance period.
15. ACCUMULATED OTHER COMPREHENSIVE INCOME
Components of accumulated other comprehensive income include the following:
| As of December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Pension and postretirement benefit plan (Note 12) | $ | 15 | $ | 14 | $ | 22 | ||||||||||||||
| Accumulated other comprehensive income | $ | 15 | $ | 14 | $ | 22 |
16. MAJOR CUSTOMERS
The Company is exposed to credit risk in the event of nonpayment by counterparties, a significant portion of which are concentrated in energy-related industries. The creditworthiness of customers and other counterparties is subject to continuing review, including the use of master netting agreements, where appropriate. During each of 2023 and 2022, sales to EGPC accounted for approximately 15 percent of the Company’s worldwide crude oil, natural gas, and NGLs revenues. During 2021, sales to EGPC and CFE International accounted for approximately 14 percent and 10 percent, respectively, of the Company’s worldwide crude oil, natural gas, and NGLs revenues.
Management does not believe that the loss of any one of these customers would have a material adverse effect on the results of operations.
F-51
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
17. BUSINESS SEGMENT INFORMATION
As of December 31, 2023, the Company’s consolidated subsidiaries are engaged in exploration and production (Upstream) activities across three operating segments: Egypt, North Sea, and the U.S. The Company’s Upstream business explores for, develops, and produces crude oil, natural gas, and natural gas liquids. Prior to the deconsolidation of Altus on February 22, 2022, the Company’s Midstream business was operated by ALTM, which owned, developed, and operated a midstream energy asset network in the Permian Basin of West Texas. The Company 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. Financial information for each segment is presented below:
| Egypt**(1)** | North Sea | U.S. | Altus Midstream | Intersegment Eliminations & Other | Total**(2)** | |||||||||||||||||||||||||||||||||
| Upstream | ||||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||||||||
| Oil revenues | $ | 2,683 | $ | 1,073 | $ | 2,241 | $ | — | $ | — | $ | 5,997 | ||||||||||||||||||||||||||
| Natural gas revenues | 346 | 237 | 297 | — | — | 880 | ||||||||||||||||||||||||||||||||
| Natural gas liquids revenues | — | 28 | 480 | — | — | 508 | ||||||||||||||||||||||||||||||||
| Oil, natural gas, and natural gas liquids production revenues | 3,029 | 1,338 | 3,018 | — | — | 7,385 | ||||||||||||||||||||||||||||||||
| Purchased oil and gas sales | — | — | 894 | — | — | 894 | ||||||||||||||||||||||||||||||||
| 3,029 | 1,338 | 3,912 | — | — | 8,279 | |||||||||||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||||||||
| Lease operating expenses | 474 | 369 | 593 | — | — | 1,436 | ||||||||||||||||||||||||||||||||
| Gathering, processing, and transmission | 33 | 52 | 249 | — | — | 334 | ||||||||||||||||||||||||||||||||
| Purchased oil and gas costs | — | — | 742 | — | — | 742 | ||||||||||||||||||||||||||||||||
| Taxes other than income | — | — | 207 | — | — | 207 | ||||||||||||||||||||||||||||||||
| Exploration(4) | 119 | 19 | 14 | — | 43 | 195 | ||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | 524 | 271 | 745 | — | — | 1,540 | ||||||||||||||||||||||||||||||||
| Asset retirement obligation accretion | — | 76 | 40 | — | — | 116 | ||||||||||||||||||||||||||||||||
| Impairments | — | 50 | 11 | — | — | 61 | ||||||||||||||||||||||||||||||||
| 1,150 | 837 | 2,601 | — | 43 | 4,631 | |||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | 1,879 | $ | 501 | $ | 1,311 | $ | — | $ | (43) | 3,648 | |||||||||||||||||||||||||||
| Other Income (Expense): | ||||||||||||||||||||||||||||||||||||||
| Gain on divestitures, net | 8 | |||||||||||||||||||||||||||||||||||||
| Losses on previously sold Gulf of Mexico properties | (212) | |||||||||||||||||||||||||||||||||||||
| Derivative instrument gains, net | 99 | |||||||||||||||||||||||||||||||||||||
| Other | 18 | |||||||||||||||||||||||||||||||||||||
| General and administrative | (351) | |||||||||||||||||||||||||||||||||||||
| Transaction, reorganization, and separation | (15) | |||||||||||||||||||||||||||||||||||||
| Financing costs, net | (312) | |||||||||||||||||||||||||||||||||||||
| Income Before Income Taxes | $ | 2,883 | ||||||||||||||||||||||||||||||||||||
| Total Assets(3) | $ | 3,503 | $ | 1,970 | $ | 9,221 | $ | — | $ | 550 | $ | 15,244 | ||||||||||||||||||||||||||
| Net Property and Equipment | $ | 2,209 | $ | 1,628 | $ | 5,689 | $ | — | $ | 512 | $ | 10,038 | ||||||||||||||||||||||||||
| Additions to Net Property and Equipment | $ | 834 | $ | 131 | $ | 1,255 | $ | — | $ | 93 | $ | 2,313 |
F-52
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Egypt**(1)** | North Sea | U.S. | Altus Midstream | Intersegment Eliminations & Other | Total**(2)** | |||||||||||||||||||||||||||||||||
| Upstream | ||||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||||||||
| Oil revenues | $ | 3,145 | $ | 1,232 | $ | 2,458 | $ | — | $ | — | $ | 6,835 | ||||||||||||||||||||||||||
| Natural gas revenues | 370 | 281 | 918 | — | — | 1,569 | ||||||||||||||||||||||||||||||||
| Natural gas liquids revenues | 6 | 45 | 768 | — | (3) | 816 | ||||||||||||||||||||||||||||||||
| Oil, natural gas, and natural gas liquids production revenues | 3,521 | 1,558 | 4,144 | — | (3) | 9,220 | ||||||||||||||||||||||||||||||||
| Purchased oil and gas sales | — | — | 1,850 | 5 | — | 1,855 | ||||||||||||||||||||||||||||||||
| Midstream service affiliate revenues | — | — | — | 16 | (16) | — | ||||||||||||||||||||||||||||||||
| 3,521 | 1,558 | 5,994 | 21 | (19) | 11,075 | |||||||||||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||||||||
| Lease operating expenses | 526 | 404 | 515 | — | (1) | 1,444 | ||||||||||||||||||||||||||||||||
| Gathering, processing, and transmission | 22 | 43 | 315 | 5 | (18) | 367 | ||||||||||||||||||||||||||||||||
| Purchased oil and gas costs | — | — | 1,776 | — | — | 1,776 | ||||||||||||||||||||||||||||||||
| Taxes other than income | — | — | 265 | 3 | — | 268 | ||||||||||||||||||||||||||||||||
| Exploration(4) | 84 | 35 | 24 | — | 162 | 305 | ||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | 400 | 238 | 593 | 2 | — | 1,233 | ||||||||||||||||||||||||||||||||
| Asset retirement obligation accretion | — | 82 | 34 | 1 | — | 117 | ||||||||||||||||||||||||||||||||
| 1,032 | 802 | 3,522 | 11 | 143 | 5,510 | |||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | 2,489 | $ | 756 | $ | 2,472 | $ | 10 | $ | (162) | 5,565 | |||||||||||||||||||||||||||
| Other Income (Expense): | ||||||||||||||||||||||||||||||||||||||
| Gain on divestitures, net | 1,180 | |||||||||||||||||||||||||||||||||||||
| Losses on previously sold Gulf of Mexico properties | (157) | |||||||||||||||||||||||||||||||||||||
| Derivative instrument losses, net | (114) | |||||||||||||||||||||||||||||||||||||
| Other | 148 | |||||||||||||||||||||||||||||||||||||
| General and administrative | (483) | |||||||||||||||||||||||||||||||||||||
| Transaction, reorganization, and separation | (26) | |||||||||||||||||||||||||||||||||||||
| Financing costs, net | (379) | |||||||||||||||||||||||||||||||||||||
| Income Before Income Taxes | $ | 5,734 | ||||||||||||||||||||||||||||||||||||
| Total Assets(3) | $ | 3,148 | $ | 1,911 | $ | 7,574 | $ | — | $ | 514 | $ | 13,147 | ||||||||||||||||||||||||||
| Net Property and Equipment | $ | 1,976 | $ | 1,386 | $ | 5,226 | $ | — | $ | 424 | $ | 9,012 | ||||||||||||||||||||||||||
| Additions to Net Property and Equipment | $ | 695 | $ | 210 | $ | 1,439 | $ | — | $ | 263 | $ | 2,607 |
F-53
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Egypt**(1)** | North Sea | U.S. | Altus Midstream | Intersegment Eliminations & Other | Total**(2)** | |||||||||||||||||||||||||||||||||
| Upstream | ||||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||||||||
| Oil revenues | $ | 1,806 | $ | 929 | $ | 1,850 | $ | — | $ | — | $ | 4,585 | ||||||||||||||||||||||||||
| Natural gas revenues | 270 | 183 | 754 | — | — | 1,207 | ||||||||||||||||||||||||||||||||
| Natural gas liquids revenues | 9 | 24 | 676 | — | (3) | 706 | ||||||||||||||||||||||||||||||||
| Oil, natural gas, and natural gas liquids production revenues | 2,085 | 1,136 | 3,280 | — | (3) | 6,498 | ||||||||||||||||||||||||||||||||
| Purchased oil and gas sales | — | — | 1,476 | 11 | — | 1,487 | ||||||||||||||||||||||||||||||||
| Midstream service affiliate revenues | — | — | — | 127 | (127) | — | ||||||||||||||||||||||||||||||||
| 2,085 | 1,136 | 4,756 | 138 | (130) | 7,985 | |||||||||||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||||||||
| Lease operating expenses | 469 | 383 | 391 | — | (2) | 1,241 | ||||||||||||||||||||||||||||||||
| Gathering, processing, and transmission | 12 | 39 | 309 | 32 | (128) | 264 | ||||||||||||||||||||||||||||||||
| Purchased oil and gas costs | — | — | 1,575 | 5 | — | 1,580 | ||||||||||||||||||||||||||||||||
| Taxes other than income | — | — | 190 | 14 | — | 204 | ||||||||||||||||||||||||||||||||
| Exploration(4) | 63 | 34 | 28 | — | 30 | 155 | ||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | 524 | 270 | 554 | 12 | — | 1,360 | ||||||||||||||||||||||||||||||||
| Asset retirement obligation accretion | — | 79 | 30 | 4 | — | 113 | ||||||||||||||||||||||||||||||||
| Impairments | 26 | 22 | — | 160 | — | 208 | ||||||||||||||||||||||||||||||||
| 1,094 | 827 | 3,077 | 227 | (100) | 5,125 | |||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | 991 | $ | 309 | $ | 1,679 | $ | (89) | $ | (30) | 2,860 | |||||||||||||||||||||||||||
| Other Income (Expense): | ||||||||||||||||||||||||||||||||||||||
| Gain on divestitures, net | 67 | |||||||||||||||||||||||||||||||||||||
| Losses on previously sold Gulf of Mexico properties | (446) | |||||||||||||||||||||||||||||||||||||
| Derivative instrument gains, net | 94 | |||||||||||||||||||||||||||||||||||||
| Other | 228 | |||||||||||||||||||||||||||||||||||||
| General and administrative | (376) | |||||||||||||||||||||||||||||||||||||
| Transaction, reorganization, and separation | (22) | |||||||||||||||||||||||||||||||||||||
| Financing costs, net | (514) | |||||||||||||||||||||||||||||||||||||
| Income Before Income Taxes | $ | 1,891 | ||||||||||||||||||||||||||||||||||||
| Total Assets(3) | $ | 2,796 | $ | 2,199 | $ | 6,269 | $ | 1,698 | $ | 341 | $ | 13,303 | ||||||||||||||||||||||||||
| Net Property and Equipment | $ | 1,720 | $ | 1,646 | $ | 4,507 | $ | 187 | $ | 275 | $ | 8,335 | ||||||||||||||||||||||||||
| Additions to Net Property and Equipment | $ | 319 | $ | 159 | $ | 523 | $ | 3 | $ | 151 | $ | 1,155 |
(1)Includes oil and gas production revenue that will be paid as taxes by EGPC on behalf of the Company for the years ended December 31, 2023, 2022, and 2021 of:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Oil | $ | 729 | $ | 989 | $ | 420 | ||||||||||||||
| Natural gas | 95 | 117 | 47 | |||||||||||||||||
| Natural gas liquids | — | 2 | 2 |
(2)Includes a noncontrolling interest in Egypt for all periods presented and a noncontrolling interest in Altus Midstream for the years 2022 and 2021.
(3)Intercompany balances are excluded from total assets.
(4)Exploration expense under Intersegment Eliminations & Other primarily reflects the Company’s Suriname exploration activities.
F-54
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
18. SUPPLEMENTAL OIL AND GAS DISCLOSURES (Unaudited)
Oil and Gas Operations
The following table sets forth revenue and direct cost information relating to the Company’s oil and gas exploration and production activities. The Company has no long-term agreements to purchase oil or gas production from foreign governments or authorities.
| United States | Egypt**(1)** | North Sea | Other International | Total**(1)** | ||||||||||||||||||||||||||||
| (In millions, except per boe) | ||||||||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||
| Oil and gas production revenues | $ | 3,018 | $ | 3,029 | $ | 1,338 | $ | — | $ | 7,385 | ||||||||||||||||||||||
| Operating cost: | ||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization(2) | 709 | 521 | 270 | — | 1,500 | |||||||||||||||||||||||||||
| Asset retirement obligation accretion | 40 | — | 76 | — | 116 | |||||||||||||||||||||||||||
| Lease operating expenses | 593 | 474 | 369 | — | 1,436 | |||||||||||||||||||||||||||
| Gathering, processing, and transmission | 249 | 33 | 52 | — | 334 | |||||||||||||||||||||||||||
| Exploration expenses | 14 | 119 | 19 | 43 | 195 | |||||||||||||||||||||||||||
| Production taxes(3) | 204 | — | — | — | 204 | |||||||||||||||||||||||||||
| Income tax | 254 | 828 | 414 | — | 1,496 | |||||||||||||||||||||||||||
| 2,063 | 1,975 | 1,200 | 43 | 5,281 | ||||||||||||||||||||||||||||
| Results of operations | $ | 955 | $ | 1,054 | $ | 138 | $ | (43) | $ | 2,104 | ||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||
| Oil and gas production revenues | $ | 4,144 | $ | 3,521 | $ | 1,558 | $ | — | $ | 9,223 | ||||||||||||||||||||||
| Operating cost: | ||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization(2) | 564 | 390 | 232 | — | 1,186 | |||||||||||||||||||||||||||
| Asset retirement obligation accretion | 34 | — | 82 | — | 116 | |||||||||||||||||||||||||||
| Lease operating expenses | 515 | 526 | 404 | — | 1,445 | |||||||||||||||||||||||||||
| Gathering, processing, and transmission | 315 | 22 | 43 | — | 380 | |||||||||||||||||||||||||||
| Exploration expenses | 24 | 84 | 35 | 162 | 305 | |||||||||||||||||||||||||||
| Production taxes(3) | 263 | — | — | — | 263 | |||||||||||||||||||||||||||
| Income tax | 510 | 1,100 | 495 | — | 2,105 | |||||||||||||||||||||||||||
| 2,225 | 2,122 | 1,291 | 162 | 5,800 | ||||||||||||||||||||||||||||
| Results of operations | $ | 1,919 | $ | 1,399 | $ | 267 | $ | (162) | $ | 3,423 | ||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||
| Oil and gas production revenues | $ | 3,280 | $ | 2,085 | $ | 1,136 | $ | — | $ | 6,501 | ||||||||||||||||||||||
| Operating cost: | ||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization(2) | 511 | 477 | 267 | — | 1,255 | |||||||||||||||||||||||||||
| Asset retirement obligation accretion | 30 | — | 79 | — | 109 | |||||||||||||||||||||||||||
| Lease operating expenses | 391 | 469 | 383 | — | 1,243 | |||||||||||||||||||||||||||
| Gathering, processing, and transmission | 309 | 12 | 39 | — | 360 | |||||||||||||||||||||||||||
| Exploration expenses | 28 | 63 | 34 | 30 | 155 | |||||||||||||||||||||||||||
| Production taxes(3) | 188 | — | — | — | 188 | |||||||||||||||||||||||||||
| Income tax | 383 | 479 | 134 | — | 996 | |||||||||||||||||||||||||||
| 1,840 | 1,500 | 936 | 30 | 4,306 | ||||||||||||||||||||||||||||
| Results of operations | $ | 1,440 | $ | 585 | $ | 200 | $ | (30) | $ | 2,195 |
(1)Includes a noncontrolling interest in Egypt.
(2)Reflects DD&A of capitalized costs of oil and gas properties and, therefore, does not agree with DD&A reflected on Note 17—Business Segment Information.
(3)Reflects only amounts directly related to oil and gas producing properties and, therefore, does not agree with taxes other than income reflected on Note 17—Business Segment Information.
F-55
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Costs Incurred in Oil and Gas Property Acquisitions, Exploration, and Development Activities
| United States | Egypt**(2)** | North Sea | Other International | Total**(2)** | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||
| Acquisitions: | ||||||||||||||||||||||||||||||||
| Proved | $ | 1 | $ | 4 | $ | — | $ | — | $ | 5 | ||||||||||||||||||||||
| Unproved | 20 | — | — | — | 20 | |||||||||||||||||||||||||||
| Exploration | 31 | 226 | 44 | 131 | 432 | |||||||||||||||||||||||||||
| Development | 1,148 | 646 | 468 | — | 2,262 | |||||||||||||||||||||||||||
| Costs incurred(1) | $ | 1,200 | $ | 876 | $ | 512 | $ | 131 | $ | 2,719 | ||||||||||||||||||||||
| (1) Includes capitalized interest and asset retirement costs: | ||||||||||||||||||||||||||||||||
| Capitalized interest | $ | — | $ | — | $ | — | $ | 24 | $ | 24 | ||||||||||||||||||||||
| Asset retirement costs | (4) | — | 375 | — | 371 | |||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||
| Acquisitions: | ||||||||||||||||||||||||||||||||
| Proved | $ | 596 | $ | 3 | $ | — | $ | — | $ | 599 | ||||||||||||||||||||||
| Unproved | 66 | — | — | — | 66 | |||||||||||||||||||||||||||
| Exploration | 4 | 169 | 61 | 311 | 545 | |||||||||||||||||||||||||||
| Development | 848 | 568 | (57) | — | 1,359 | |||||||||||||||||||||||||||
| Costs incurred(1) | $ | 1,514 | $ | 740 | $ | 4 | $ | 311 | $ | 2,569 | ||||||||||||||||||||||
| (1) Includes capitalized interest and asset retirement costs: | ||||||||||||||||||||||||||||||||
| Capitalized interest | $ | — | $ | — | $ | 1 | $ | 17 | $ | 18 | ||||||||||||||||||||||
| Asset retirement costs | 79 | — | (215) | — | (136) | |||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||
| Acquisitions: | ||||||||||||||||||||||||||||||||
| Proved | $ | — | $ | (157) | $ | — | $ | — | $ | (157) | ||||||||||||||||||||||
| Unproved | 9 | 20 | — | — | 29 | |||||||||||||||||||||||||||
| Exploration | 6 | 86 | 39 | 170 | 301 | |||||||||||||||||||||||||||
| Development | 545 | 404 | 135 | 2 | 1,086 | |||||||||||||||||||||||||||
| Costs incurred(1) | $ | 560 | $ | 353 | $ | 174 | $ | 172 | $ | 1,259 | ||||||||||||||||||||||
| (1) Includes capitalized interest, asset retirement costs, and Egypt modernization impacts as follows: | ||||||||||||||||||||||||||||||||
| Capitalized interest | $ | — | $ | — | $ | — | $ | 9 | $ | 9 | ||||||||||||||||||||||
| Asset retirement costs | 130 | — | 19 | — | 149 | |||||||||||||||||||||||||||
| Egypt PSC modernization impacts – Proved and Unproved | — | (145) | — | — | (145) | |||||||||||||||||||||||||||
| (2) Includes a noncontrolling interest in Egypt. |
In 2021, in connection with APA’s agreement to enter into a new merged concession agreement with EGPC, the Company recorded a reduction in proved properties totaling $165 million and an increase in unproved properties of $20 million, reflecting $247 million of incremental value due to the Company for the period between the effective date of April 1, 2021 and closing, partially offset by a $100 million signing bonus and $2 million of other post-closing adjustments.
F-56
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Capitalized Costs
The following table sets forth the capitalized costs and associated accumulated depreciation, depletion, and amortization relating to the Company’s oil and gas acquisition, exploration, and development activities:
| United States | Egypt**(1)** | North Sea | Other International | Total**(1)** | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||
| Proved properties | $ | 20,758 | $ | 13,777 | $ | 9,472 | $ | — | $ | 44,007 | ||||||||||||||||||||||
| Unproved properties | 267 | 71 | 3 | 512 | 853 | |||||||||||||||||||||||||||
| 21,025 | 13,848 | 9,475 | 512 | 44,860 | ||||||||||||||||||||||||||||
| Accumulated DD&A | (15,587) | (11,678) | (7,849) | — | (35,114) | |||||||||||||||||||||||||||
| $ | 5,438 | $ | 2,170 | $ | 1,626 | $ | 512 | $ | 9,746 | |||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||
| Proved properties | $ | 19,638 | $ | 13,014 | $ | 8,945 | $ | — | $ | 41,597 | ||||||||||||||||||||||
| Unproved properties | 247 | 77 | 11 | 424 | 759 | |||||||||||||||||||||||||||
| 19,885 | 13,091 | 8,956 | 424 | 42,356 | ||||||||||||||||||||||||||||
| Accumulated DD&A | (14,902) | (11,157) | (7,573) | — | (33,632) | |||||||||||||||||||||||||||
| $ | 4,983 | $ | 1,934 | $ | 1,383 | $ | 424 | $ | 8,724 |
(1)Includes a noncontrolling interest in Egypt.
Oil and Gas Reserve Information
Proved oil and gas reserves are those quantities of natural gas, crude oil, condensate, and NGLs, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Estimated proved developed oil and gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods. The Company reports all estimated proved reserves held under production-sharing arrangements utilizing the “economic interest” method, which excludes the host country’s share of reserves.
Estimated reserves that can be produced economically through application of improved recovery techniques are included in the “proved” classification when successful testing by a pilot project or the operation of an active, improved recovery program using reliable technology establishes the reasonable certainty for the engineering analysis on which the project or program is based. Economically producible means a resource that generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. Reasonable certainty means a high degree of confidence that the quantities will be recovered. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field-tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. In estimating its proved reserves, the Company uses several different traditional methods that can be classified in three general categories: (1) performance-based methods; (2) volumetric-based methods; and (3) analogy with similar properties. The Company will, at times, utilize additional technical analysis such as computer reservoir models, petrophysical techniques, and proprietary 3-D seismic interpretation methods to provide additional support for more complex reservoirs. Information from this additional analysis is combined with traditional methods outlined above to enhance the certainty of the Company’s reserve estimates.
F-57
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and timing of development expenditures. The reserve data in the following tables only represent estimates and should not be construed as being exact.
| Crude Oil and Condensate | ||||||||||||||||||||||||||||||||||||||
| United States | Egypt**(1)** | North Sea | Total**(1)** | |||||||||||||||||||||||||||||||||||
| (Thousands of barrels) | ||||||||||||||||||||||||||||||||||||||
| Proved developed reserves: | ||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | 206,936 | 95,981 | 86,566 | 389,483 | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | 180,968 | 106,646 | 77,073 | 364,687 | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | 177,708 | 108,050 | 82,580 | 368,338 | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | 179,542 | 102,305 | 61,076 | 342,923 | ||||||||||||||||||||||||||||||||||
| Proved undeveloped reserves: | ||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | 25,516 | 11,228 | 7,273 | 44,017 | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | 18,168 | 11,003 | 5,757 | 34,928 | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | 22,239 | 8,557 | 2,873 | 33,669 | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | 30,948 | 5,254 | — | 36,202 | ||||||||||||||||||||||||||||||||||
| Total proved reserves: | ||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2020 | 232,452 | 107,209 | 93,839 | 433,500 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 17,869 | 13,390 | 2,288 | 33,547 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 126 | — | — | 126 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | (4,479) | 22,727 | (60) | 18,188 | ||||||||||||||||||||||||||||||||||
| Production | (27,450) | (25,677) | (13,237) | (66,364) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (19,382) | — | — | (19,382) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | 199,136 | 117,649 | 82,830 | 399,615 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 9,776 | 7,580 | 2,616 | 19,972 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 16,362 | — | — | 16,362 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | 7,793 | 22,433 | 11,898 | 42,124 | ||||||||||||||||||||||||||||||||||
| Production | (25,695) | (31,055) | (11,891) | (68,641) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (7,425) | — | — | (7,425) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2022 | 199,947 | 116,607 | 85,453 | 402,007 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 43,613 | 12,979 | 301 | 56,893 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 20 | — | — | 20 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | (3,520) | 10,505 | (12,002) | (5,017) | ||||||||||||||||||||||||||||||||||
| Production | (28,795) | (32,532) | (12,676) | (74,003) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (775) | — | — | (775) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2023 | 210,490 | 107,559 | 61,076 | 379,125 |
(1)Includes proved reserves of 36 MMbbls, 39 MMbbls, 39 MMbbls, and 36 MMbbls as of December 31, 2023, 2022, 2021, and 2020, respectively, attributable to a noncontrolling interest in Egypt.
F-58
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Natural Gas Liquids | ||||||||||||||||||||||||||||||||||||||
| United States | Egypt**(1)** | North Sea | Total**(1)** | |||||||||||||||||||||||||||||||||||
| (Thousands of barrels) | ||||||||||||||||||||||||||||||||||||||
| Proved developed reserves: | ||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | 150,599 | 716 | 2,053 | 153,368 | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | 164,172 | 446 | 2,059 | 166,677 | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | 158,745 | — | 2,230 | 160,975 | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | 153,486 | — | 1,460 | 154,946 | ||||||||||||||||||||||||||||||||||
| Proved undeveloped reserves: | ||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | 15,141 | 126 | 320 | 15,587 | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | 16,380 | 30 | 275 | 16,685 | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | 19,004 | — | 76 | 19,080 | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | 18,401 | — | — | 18,401 | ||||||||||||||||||||||||||||||||||
| Total proved reserves: | ||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2020 | 165,740 | 842 | 2,373 | 168,955 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 21,055 | 7 | 81 | 21,143 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 191 | — | — | 191 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | 22,724 | (180) | 318 | 22,862 | ||||||||||||||||||||||||||||||||||
| Production | (24,175) | (193) | (438) | (24,806) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (4,983) | — | — | (4,983) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | 180,552 | 476 | 2,334 | 183,362 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 5,456 | — | 45 | 5,501 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 10,985 | — | — | 10,985 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | 9,991 | (407) | 333 | 9,917 | ||||||||||||||||||||||||||||||||||
| Production | (22,895) | (69) | (406) | (23,370) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (6,340) | — | — | (6,340) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2022 | 177,749 | — | 2,306 | 180,055 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 25,711 | — | 371 | 26,082 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 21 | — | — | 21 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | (8,568) | — | (764) | (9,332) | ||||||||||||||||||||||||||||||||||
| Production | (22,993) | — | (453) | (23,446) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (33) | — | — | (33) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2023 | 171,887 | — | 1,460 | 173,347 |
(1) Includes proved reserves of 159 Mbbls and 281 Mbbls as of December 31, 2021 and 2020, respectively, attributable to a noncontrolling interest in Egypt.
F-59
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Natural Gas | ||||||||||||||||||||||||||||||||||||||
| United States | Egypt**(1)** | North Sea | Total**(1)** | |||||||||||||||||||||||||||||||||||
| (Millions of cubic feet) | ||||||||||||||||||||||||||||||||||||||
| Proved developed reserves: | ||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | 1,052,756 | 409,035 | 68,159 | 1,529,950 | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | 1,237,461 | 464,826 | 76,155 | 1,778,442 | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | 1,166,218 | 399,502 | 66,292 | 1,632,012 | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | 1,003,956 | 377,144 | 46,839 | 1,427,939 | ||||||||||||||||||||||||||||||||||
| Proved undeveloped reserves: | ||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | 76,504 | 12,572 | 8,341 | 97,417 | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | 184,441 | 9,899 | 7,124 | 201,464 | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | 210,862 | 1,068 | 2,304 | 214,234 | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | 99,495 | 2,612 | — | 102,107 | ||||||||||||||||||||||||||||||||||
| Total proved reserves: | ||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2020 | 1,129,260 | 421,607 | 76,500 | 1,627,367 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 227,684 | 50,209 | 3,684 | 281,577 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 839 | — | — | 839 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | 279,610 | 99,143 | 17,171 | 395,924 | ||||||||||||||||||||||||||||||||||
| Production | (192,523) | (96,234) | (14,076) | (302,833) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (22,968) | — | — | (22,968) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | 1,421,902 | 474,725 | 83,279 | 1,979,906 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 38,157 | 10,191 | 1,643 | 49,991 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 70,584 | — | — | 70,584 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | 92,599 | 45,725 | (3,431) | 134,893 | ||||||||||||||||||||||||||||||||||
| Production | (172,752) | (130,071) | (12,895) | (315,718) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (73,410) | — | — | (73,410) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2022 | 1,377,080 | 400,570 | 68,596 | 1,846,246 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 158,118 | 14,188 | 3,335 | 175,641 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 136 | — | — | 136 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | (266,664) | 83,907 | (6,739) | (189,496) | ||||||||||||||||||||||||||||||||||
| Production | (165,083) | (118,909) | (18,353) | (302,345) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (136) | — | — | (136) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2023 | 1,103,451 | 379,756 | 46,839 | 1,530,046 |
(1) Includes proved reserves of 127 Bcf, 134 Bcf, 158 Bcf, and 141 Bcf as of December 31, 2023, 2022, 2021, and 2020, respectively, attributable to a noncontrolling interest in Egypt.
F-60
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Total Equivalent Reserves | ||||||||||||||||||||||||||||||||||||||
| United States | Egypt**(1)** | North Sea | Total**(1)** | |||||||||||||||||||||||||||||||||||
| (Thousands barrels of oil equivalent) | ||||||||||||||||||||||||||||||||||||||
| Proved developed reserves: | ||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | 532,994 | 164,870 | 99,979 | 797,843 | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | 551,384 | 184,563 | 91,825 | 827,772 | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | 530,823 | 174,633 | 95,859 | 801,315 | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | 500,354 | 165,162 | 70,343 | 735,859 | ||||||||||||||||||||||||||||||||||
| Proved undeveloped reserves: | ||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | 53,408 | 13,449 | 8,983 | 75,840 | ||||||||||||||||||||||||||||||||||
| December 31, 2021 | 65,288 | 12,683 | 7,219 | 85,190 | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | 76,386 | 8,735 | 3,333 | 88,454 | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | 65,931 | 5,690 | — | 71,621 | ||||||||||||||||||||||||||||||||||
| Total proved reserves: | ||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2020 | 586,402 | 178,319 | 108,962 | 873,683 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 76,871 | 21,765 | 2,983 | 101,619 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 457 | — | — | 457 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | 64,847 | 39,071 | 3,120 | 107,038 | ||||||||||||||||||||||||||||||||||
| Production | (83,712) | (41,909) | (16,021) | (141,642) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (28,193) | — | — | (28,193) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | 616,672 | 197,246 | 99,044 | 912,962 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 21,592 | 9,278 | 2,935 | 33,805 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 39,110 | — | — | 39,110 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | 33,217 | 29,647 | 11,659 | 74,523 | ||||||||||||||||||||||||||||||||||
| Production | (77,382) | (52,803) | (14,446) | (144,631) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (26,000) | — | — | (26,000) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2022 | 607,209 | 183,368 | 99,192 | 889,769 | ||||||||||||||||||||||||||||||||||
| Extensions, discoveries and other additions | 95,677 | 15,344 | 1,228 | 112,249 | ||||||||||||||||||||||||||||||||||
| Purchases of minerals in-place | 64 | — | — | 64 | ||||||||||||||||||||||||||||||||||
| Revisions of previous estimates | (56,532) | 24,490 | (13,889) | (45,931) | ||||||||||||||||||||||||||||||||||
| Production | (79,302) | (52,350) | (16,188) | (147,840) | ||||||||||||||||||||||||||||||||||
| Sales of minerals in-place | (831) | — | — | (831) | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2023 | 566,285 | 170,852 | 70,343 | 807,480 |
(1) Includes total proved reserves of 57 MMboe, 61 MMboe, 66 MMboe, and 59 MMboe as of December 31, 2023, 2022, 2021, and 2020, respectively, attributable to a noncontrolling interest in Egypt.
During 2023, the Company added approximately 112 MMboe from extensions, discoveries, and other additions. The Company recorded 96 MMboe of exploration and development adds in the U.S., comprising 67 MMboe in the Permian Basin, 27 MMboe in the Delaware Basin, and 2 MMboe in the Texas Gulf Coast. Drilling programs for the Permian and Delaware Basins include the Wolfcamp, Bone Spring and Spraberry with the Austin Chalk as the primary focus for the Texas Gulf Coast. International operations contributed 16 MMboe of exploration and development adds, with Egypt contributing 15 MMboe from onshore exploration and appraisal activity primarily in the Khalda Area and 1 MMboe from the North Sea. The Company had combined downward revisions of previously estimated reserves of 46 MMboe, primarily driven by revisions in the U.S. Downward revisions for price and interest changes accounted for 83 MMboe, offset by engineering and performance upward revisions of 37 MMboe.
F-61
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
During 2022, the Company added approximately 34 MMboe from extensions, discoveries, and other additions. The Company recorded 22 MMboe of exploration and development adds in the U.S., comprising 9 MMboe in the Permian Basin, 8 MMboe in the Texas Gulf Coast, and 5 MMboe in the Delaware Basin. Drilling programs for the Permian and Delaware Basins include the Wolfcamp, Bone Spring and Spraberry with the Austin Chalk as the primary focus for the Texas Gulf Coast. International operations contributed 12 MMboe of exploration and development adds, with Egypt contributing 9 MMboe from onshore exploration and appraisal activity primarily in the Khalda Area and 3 MMboe from the North Sea. The Company had combined upward revisions of previously estimated reserves of 75 MMboe. Upward revisions related to miscellaneous changes accounted for 5 MMboe. Engineering and performance upward revisions accounted for 70 MMboe, with Egypt accounting for an increase of 43 MMboe, primarily the result of PSC modernization in Egypt. The North Sea contributed 9 MMboe of upward revisions from well performance and reactivations in both the Beryl and Forties programs. In the United States, the Company experienced positive revisions of 18 MMboe. The Company acquired 39 MMboe of proved reserves during 2022, primarily in the Delaware Basin. The Company also sold 26 MMboe of proved reserves associated with U.S. divestitures, primarily related to Permian Basin assets.
During 2021, the Company added approximately 102 MMboe from extensions, discoveries, and other additions. The Company recorded 77 MMboe of exploration and development adds in the U.S., comprising 59 MMboe in the Permian Basin with the remaining 18 MMboe in the Texas Gulf Coast. The Permian Basin drilling programs targeted the Woodford, Barnett, Bone Springs, and Spraberry, while the Texas Gulf Coast focused on the Austin Chalk. International operations contributed 25 MMboe of exploration and development adds, with Egypt contributing 22 MMboe from onshore exploration and appraisal activity primarily in the Khalda Area concession post-PSC modernization. The North Sea contributed 3 MMboe. The Company had combined upward revisions of previously estimated reserves of 107 MMboe. Upward revisions related to changes in product prices accounted for 85 MMboe. Engineering and performance upward revisions accounted for 22 MMboe, with the new merged concession agreement in Egypt resulting in an increase of 57 MMboe, partially offset by other downward revisions of 35 MMboe across all of the Company’s geographic areas of operation. The Company also sold 28 MMboe of proved reserves associated with U.S. divestitures, primarily related to Permian Basin assets.
The impact of the consolidated PSC to proved reserves based on the modernized terms was an estimated increase of 53 MMboe and 4 MMboe in developed and undeveloped reserves, respectively, and approximately $750 million in discounted future net cash flows. As of December 31, 2021, approximately 96 percent of the Company’s Egypt reserves were consolidated within the modernized PSC. These estimates include Sinopec’s noncontrolling interest in Egypt.
Approximately 10 percent of the Company’s year-end 2023 estimated proved developed reserves are classified as proved not producing. These reserves relate to zones that are either behind pipe, or that have been completed but not yet produced, or zones that have been produced in the past, but are not now producing because of mechanical reasons. These reserves are considered to be a lower tier of reserves than producing reserves because they are frequently based on volumetric calculations rather than performance data. Future production associated with behind pipe reserves is scheduled to follow depletion of the currently producing zones in the same wellbores. Additional capital may have to be spent to access these reserves. The capital and economic impact of production timing are reflected in this Note 18, under “Future Net Cash Flows.”
Future Net Cash Flows
Future cash inflows as of December 31, 2023, 2022, and 2021 were calculated using an unweighted arithmetic average of oil and gas prices in effect on the first day of each month in the respective year, except where prices are defined by contractual arrangements. Operating costs, production and ad valorem taxes and future development costs are based on current costs with no escalation. Future development costs include abandonment and dismantlement costs.
F-62
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table sets forth unaudited information concerning future net cash flows for proved oil and gas reserves, net of income tax expense. Income tax expense has been computed using expected future tax rates and giving effect to tax deductions and credits available, under laws in effect as of December 31, 2023, and which relate to oil and gas producing activities. This information does not purport to present the fair market value of the Company’s oil and gas assets, but does present a standardized disclosure concerning possible future net cash flows that would result under the assumptions used.
| United States | Egypt**(1)** | North Sea | Total**(1)** | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||
| Cash inflows | $ | 21,417 | $ | 9,921 | $ | 5,761 | $ | 37,099 | ||||||||||||||||||
| Production costs | (8,328) | (1,690) | (2,773) | (12,791) | ||||||||||||||||||||||
| Development costs | (2,238) | (1,235) | (2,461) | (5,934) | ||||||||||||||||||||||
| Income tax expense | (949) | (2,222) | (946) | (4,117) | ||||||||||||||||||||||
| Net cash flows | 9,902 | 4,774 | (419) | 14,257 | ||||||||||||||||||||||
| 10 percent discount rate | (3,749) | (943) | 476 | (4,216) | ||||||||||||||||||||||
| Discounted future net cash flows(2) | $ | 6,153 | $ | 3,831 | $ | 57 | $ | 10,041 | ||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||
| Cash inflows | $ | 31,577 | $ | 12,819 | $ | 10,147 | $ | 54,543 | ||||||||||||||||||
| Production costs | (10,763) | (2,086) | (3,241) | (16,090) | ||||||||||||||||||||||
| Development costs | (1,733) | (1,471) | (2,297) | (5,501) | ||||||||||||||||||||||
| Income tax expense | (1,575) | (2,729) | (2,631) | (6,935) | ||||||||||||||||||||||
| Net cash flows | 17,506 | 6,533 | 1,978 | 26,017 | ||||||||||||||||||||||
| 10 percent discount rate | (6,811) | (1,400) | (204) | (8,415) | ||||||||||||||||||||||
| Discounted future net cash flows(2) | $ | 10,695 | $ | 5,133 | $ | 1,774 | $ | 17,602 | ||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||
| Cash inflows | $ | 22,852 | $ | 9,337 | $ | 6,832 | $ | 39,021 | ||||||||||||||||||
| Production costs | (8,323) | (1,712) | (2,343) | (12,378) | ||||||||||||||||||||||
| Development costs | (1,632) | (1,402) | (2,533) | (5,567) | ||||||||||||||||||||||
| Income tax expense | (134) | (1,887) | (768) | (2,789) | ||||||||||||||||||||||
| Net cash flows | 12,763 | 4,336 | 1,188 | 18,287 | ||||||||||||||||||||||
| 10 percent discount rate | (5,294) | (983) | 350 | (5,927) | ||||||||||||||||||||||
| Discounted future net cash flows(2) | $ | 7,469 | $ | 3,353 | $ | 1,538 | $ | 12,360 |
(1)Includes discounted future net cash flows of approximately $1.3 billion, $1.7 billion, and $1.1 billion as of December 31, 2023, 2022, and 2021, respectively, attributable to a noncontrolling interest in Egypt.
(2)Estimated future net cash flows before income tax expense, discounted at 10 percent per annum, totaled approximately $13.6 billion, $22.6 billion, and $14.9 billion as of December 31, 2023, 2022, and 2021, respectively.
F-63
APA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table sets forth the principal sources of change in the discounted future net cash flows:
| For the Year Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Sales, net of production costs | $ | (5,408) | $ | (7,131) | $ | (4,707) | ||||||||||||||
| Net change in prices and production costs | (7,089) | 8,690 | 9,376 | |||||||||||||||||
| Discoveries and improved recovery, net of related costs | 1,869 | 1,142 | 1,749 | |||||||||||||||||
| Change in future development costs | (413) | (343) | (839) | |||||||||||||||||
| Previously estimated development costs incurred during the period | 825 | 669 | 545 | |||||||||||||||||
| Revision of quantities | (262) | 2,646 | 1,983 | |||||||||||||||||
| Purchases of minerals in-place | 1 | 911 | 1 | |||||||||||||||||
| Accretion of discount | 2,260 | 1,489 | 626 | |||||||||||||||||
| Change in income taxes | 1,467 | (2,467) | (1,583) | |||||||||||||||||
| Sales of minerals in-place | (18) | (363) | (116) | |||||||||||||||||
| Change in production rates and other | (793) | (1) | 13 | |||||||||||||||||
| $ | (7,561) | $ | 5,242 | $ | 7,048 |
F-64
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