APA (APA) 10-K risk factor changes: FY2024 vs FY2023

For example, the NYMEX daily settlement price for the prompt month oil contract in [removed: 2023] [added: 2024] ranged from a high of [removed: $93.67] [added: $87.69] per barrel to a low of [removed: $66.61] [added: $66.73] per barrel, and the NYMEX daily settlement price for the prompt month natural gas contract in [removed: 2023] [added: 2024] ranged from a high of [removed: $3.78] [added: $13.20] per MMBtu to a low of [removed: $1.74] [added: $1.21] per MMBtu.

- the overall economic environment, including rates of [removed: growth] [added: growth, trade tensions,] and increasing inflationary pressure.

A portion of the Company’s crude oil, natural gas, and NGL production in any region may [removed: be] [added: be, and previously have been,] interrupted, limited, or shut in from time to time for numerous reasons, including as a result of weather conditions, accidents, loss of pipeline or gathering system access, field labor issues or strikes, cyberattacks or terrorist events, or capital constraints that limit the ability of third parties to construct gathering systems, processing facilities, or interstate pipelines to transport the Company’s production.

Additionally, the Company [added: has previously and] may [added: in the future] voluntarily curtail production in response to market [removed: conditions.][added: conditions, such as weak or negative prices.]

The Company’s operations are subject to hazards and risks inherent in the drilling, production, and transportation of crude oil, natural gas, and NGLs, including well blowouts, explosions, fires, cratering, pipeline or other facility ruptures and spills, adverse weather conditions, including those impacting the Company’s offshore operating areas, surface spillage and [added: ground water contamination, and failure or loss of equipment.]

These events, including ineffective containment of such events, [added: have previously and] could [added: in the future] result in property damages, personal injury, environmental pollution, and other damages for which the Company could be liable.

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

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

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

These projects may be delayed by project approvals from joint venture partners, timely issuances of permits and licenses by governmental agencies, weather conditions, manufacturing and delivery schedules of critical [added: vessels and] equipment, and other unforeseen events.

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

[added: For example, during 2024, the Company recorded $796 million of impairments for certain of its North Sea proved properties as a result of several new regulatory guidelines and obligations in the U.K.] Accordingly, reserves estimates may be subject to adjustment, and actual production, revenue, and expenditures with respect to the Company’s reserves likely will vary, possibly materially, from estimates.

[removed: In addition, realization or recognition of] proved undeveloped reserves will depend on the Company’s development schedule and plans.

The agreements relating to the Company’s divestment of domestic and international assets generally contain provisions pursuant to which liabilities related to past and future operations (one of the most significant of which is the decommissioning of wells and facilities) are allocated between the parties by means of liability assumptions, indemnities, escrows, trusts, [added: surety] bonds, letters of credit, and similar arrangements.

For additional information regarding Apache’s prior Gulf of [removed: Mexico] [added: America] properties and the bankruptcy of the purchaser of those properties, see the information set forth under “Potential Decommissioning Obligations on Sold Properties” in [Note 11—Commitments and [removed: Contingencies](#iab800de195fc4467a5971babd9f27302_205)] [added: Contingencies](#i032fb13cb6e849d4a790802e7b3e230a_208)] in the Notes to Consolidated Financial Statements set forth in [added: Part IV,] Item 15 of this Annual Report on Form 10-K.

During [removed: 2023, Moody’s] [added: 2024, Standard and Poor’s] upgraded the Company’s rating to [added: BBB-/Stable, Moody’s affirmed the Company’s rating at] Baa3/Stable, and [removed: Standard and Poor’s] [added: Fitch] affirmed the Company’s rating [removed: as BB+/Positive.][added: at BBB-/Stable.]

The Company’s syndicated revolving credit facilities currently mature in [removed: April 2027.][added: January 2030.]

The Company’s ability to declare and pay [removed: dividends] [added: dividends, and to repurchase common stock,] is subject to limitations.

The payment of future dividends [removed: on] [added: on, and any repurchases of,] the Company’s [removed: capital] [added: common] stock [removed: is] [added: are each] subject to the discretion of the Board of Directors, taking into consideration, among other factors, the Company’s operating results, available cash, overall financial condition, credit risks, capital requirements, restrictions under the Company’s indentures and other financing agreements, [removed: and] restrictions under Delaware law, [removed: as well as] general business and market [removed: conditions.][added: conditions, and other factors the Board of Directors deems relevant.]

The Board of Directors is not required to declare dividends on [added: or repurchase] APA’s common stock and may decide not to declare [removed: dividends.][added: dividends or repurchase common stock at the current rate or at all.]

As described in [Note 10—Income [removed: Taxes](#iab800de195fc4467a5971babd9f27302_202) of] [added: Taxes](#i032fb13cb6e849d4a790802e7b3e230a_205) in] the Notes to Consolidated Financial Statements [removed: included] [added: set forth] in [added: Part IV,] Item [removed: 8] [added: 15] of this Annual Report on Form 10-K, the Company has substantial net operating loss carryforwards (NOLs) and other tax attributes available to potentially offset future taxable income.

As a holding company, APA has no business operations of its own, and its [removed: only significant] [added: primary] assets are [removed: the outstanding equity] [added: its ownership] interests [removed: of] [added: in] its subsidiaries, including Apache.

As a result, APA relies on cash flows from its subsidiaries to pay dividends [removed: on] [added: on, and make repurchases of,] its common stock and to meet its financial obligations, including to service any amounts outstanding under its [added: notes, debentures,] credit [removed: agreement] [added: agreements] or commercial paper program, and any additional financial obligations that the Company may incur from time to time in the future.

[removed: The Company’s efforts to limit its] exposure to such liability and cost may prove inadequate and result in significant adverse effects to the Company’s results of operations and cash flows.

The Company’s U.S. operations have been, and at times in the future may be, affected by political developments and by federal, state, and local laws and regulations, including restrictions on production, changes in taxes and other amounts payable to governments, price or gathering rate controls, environmental protection laws and regulations, and security for plugging, abandonment, and decommissioning obligations, including in the Gulf of [removed: Mexico.][added: America.]

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

This focus, together with shifting preferences and attitudes with respect to the generation and consumption of energy, the use of hydrocarbons, and the use of products manufactured with, or powered by, hydrocarbons, may result in increased availability of, and demand for, energy sources other than oil and natural gas, including wind, solar, and hydroelectric power, and the [removed: development of, and increased demand from consumers and industries for, lower-emission products and services, including electric vehicles and renewable residential and commercial power supplies, as well as more energy-efficient products and services.]

The Company is currently evaluating the proposed rule and its applicability to the [removed: Company.][added: Company and is monitoring ongoing litigation related to the proposed rule.]

While the Company remains focused on reusing or recycling water over disposal of water, the Company’s costs for obtaining and disposing of water [removed: could increase significantly if reusing and recycling water becomes impractical.]

On a barrel equivalent basis, approximately [removed: 46] [added: 38] percent of the Company’s [removed: 2023] [added: 2024] production was outside the U.S., and approximately [removed: 30] [added: 28] percent of the Company’s estimated proved oil and gas reserves as of December 31, [removed: 2023,] [added: 2024,] were located outside the U.S. As a result, a significant portion of the Company’s production and resources are subject to the increased political and economic risks and other factors associated with international operations, including, but not limited to strikes and civil unrest; war, acts of terrorism, expropriation and resource nationalization, forced renegotiation or modification of existing contracts, including through prospective or retroactive changes in the laws and regulations applicable to such contracts; import and export regulations; taxation policies and investment restrictions; price controls; [added: exchange controls, currency fluctuations, devaluations, or other activities that limit or disrupt markets and restrict payments or the movement of funds; constrained oil or natural gas markets dependent on demand in a single or limited geographical area; laws and policies of the U.S. affecting foreign trade, including trade sanctions and tariffs; the possibility of being subject to exclusive jurisdiction of foreign courts in connection with legal disputes relating to licenses to operate and concession rights in countries where the Company currently operates; the possible inability to subject foreign persons, especially foreign oil ministries and national oil companies, to the jurisdiction of courts in the U.S.; and difficulties in enforcing the Company’s rights against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international operations.]

The Company’s operations in Egypt, excluding the impacts of a one-third noncontrolling interest, contributed [removed: 27] [added: 22] percent of the Company’s [removed: 2023] [added: 2024] production and accounted for [removed: 15] [added: 12] percent of the Company’s year-end estimated proved reserves and [removed: 29 percent of the Company’s estimated discounted future net cash flows.][added: 21]

In addition, realization or recognition of

Any downward revision in the amount of dividends the Company pays to shareholders, or reduction in the pace of share repurchases, could have an adverse effect on the market price of the Company’s common stock.

The Company’s ability to realize its deferred tax assets may be limited if it experiences changes in expected future cash flows related to reserves or ARO.

As described in [Note 10—Income Taxes](#i032fb13cb6e849d4a790802e7b3e230a_205) in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K, the Company assesses the realizability of its deferred tax assets based on its ability to generate sufficient future taxable income.

Future changes in expected cash outflows for ARO or inflows from reserves could impact the Company’s ability to realize its deferred tax assets in future periods.

The Company’s efforts to limit its

Further changes to the EPL regime were announced in 2024, with enactment expected in 2025.

Such changes, effective for the period of November 1, 2024, through March 31, 2030, would increase the levy to 38 percent, remove certain allowances, and extend the EPL period.

development of, and increased demand from consumers and industries for, lower-emission products and services, including electric vehicles and renewable residential and commercial power supplies, as well as more energy-efficient products and services.

could increase significantly if reusing and recycling water becomes impractical.

As described under “Revenue Recognition—Payment Terms and Contract Balances” in [Note](#i032fb13cb6e849d4a790802e7b3e230a_175) [1](#i032fb13cb6e849d4a790802e7b3e230a_175)[—](#i032fb13cb6e849d4a790802e7b3e230a_175)[Summary of Significant Accounting Policies](#i032fb13cb6e849d4a790802e7b3e230a_175) in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K, the Company’s receivable balance from EGPC in the past year has gradually increased as payments for the Company’s Egyptian oil and gas sales have been delayed for periods longer than historically experienced.

percent of the Company’s estimated discounted future net cash flows.

ground water contamination, and failure or loss of equipment.

The guidance upon which the Company’s consumptive water use reporting was modified and could be revised in the future, resulting in the over or underreporting of the Company’s consumptive water use.

In 2022, the Company modified the way it reports its water data compared to previous years and restated its data from prior years.

Previously, the Company included produced water usage in its consumptive use calculations, which led to an over-reporting of consumptive water use.

Based on re-evaluation of water reporting definitions and guidance, the Company determined that produced water (non-potable water released from deep underground formations and brought to the surface during oil and gas exploration and production) should not be classified as consumed in the same sense as fresh water.

The Company’s revised reporting now reflects only fresh water and non-potable water from surface water or shallow groundwater that are consumed in oil and gas operations.

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

RISKS RELATED TO THE PROPOSED ACQUISITION OF CALLON PETROLEUM COMPANY (CALLON)

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

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

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

Many of the

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

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

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

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

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

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

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

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

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

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

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

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

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

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

- the Merger Agreement places certain restrictions on the conduct of the Company, which may delay or prevent the Company from undertaking business opportunities that, absent the Merger Agreement, may have been pursued.

The Company may fail to realize the anticipated benefits of the merger and fail to successfully integrate the businesses and operations of the companies in the expected time frame.

The success of the merger will depend on, among other things, the combined company’s ability to integrate the Company’s and Callon’s businesses in a manner that realizes anticipated synergies and benefits and meets or exceeds the forecasted stand-alone cost savings anticipated by the combined company.

If the combined company is not able to successfully achieve these synergies, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

If the transaction closes, it is possible that the integration process could result in the loss of key Company employees or key Callon employees, the loss of customers, providers, vendors, or business partners, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures, and policies, potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with and following completion of the merger, or higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

In addition, at times the attention of certain members of the Company’s management and resources may be focused on completion of the merger and planning the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to the Company, which may disrupt the Company’s ongoing business and the business of the combined company.

Litigation relating to the merger could result in substantial costs to the Company.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger, or other business combination agreements.

Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources.

An adverse judgment could result in monetary damages, which could have a negative impact on the Company’s liquidity and financial condition.

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits.

The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect the Company’s business, financial condition, results of operations, and cash flows.

This section of this Annual Report on Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Annual Report on Form 10-K are incorporated by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of [removed: Apache] [added: APA] Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022] [added: 2023] (filed with the SEC on February [removed: 23, 2023).][added: 22, 2024).]

As a holding company, APA Corporation’s primary assets are its ownership interests in its [added: consolidated] subsidiaries.

APA is an independent energy company that owns [removed: consolidated] subsidiaries that explore for, develop, and produce [removed: natural gas,] crude oil, [added: natural gas,] and natural gas liquids (NGLs).

The Company’s [removed: upstream] business has oil and gas operations in three geographic areas: the U.S., Egypt, and offshore the U.K. in the North Sea (North Sea).

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

Uncertainties in the global supply chain and financial markets, including the impact of [removed: inflation and rising interest rates,] [added: ongoing international conflicts, inflation, trade disputes,] and actions taken by foreign oil and gas producing nations, including OPEC+, [removed: continue to] impact oil supply and demand and contribute to commodity price volatility.

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

[removed: The] [added: In 2023, the] Company [removed: also suspended] [added: decided to suspend] drilling activity in the North [removed: Sea during the second quarter of 2023,] [added: Sea,] as increasing cost and tax burdens [removed: have] impacted the competitiveness of these assets within the Company’s portfolio.

Capital investment plans [removed: were then] [added: have accordingly been] aligned across other areas of the portfolio while maintaining a focus on the Company’s capital returns [removed: framework established in 2021.][added: framework.]

- The Company believes returning 60 percent of [added: free] cash flow [removed: over capital investment] [added: through dividends and share repurchases] creates a good balance for providing near-term cash returns to shareholders while still recognizing the importance of longer-term balance sheet strengthening.

*•*Beginning in the fourth quarter of 2021 and through the end of [removed: 2023,] [added: 2024,] the Company has repurchased [removed: 76.1] [added: 85.3] million shares of the Company’s common stock.

Subsequent to year-end [removed: 2023] [added: 2024] and through the date of this filing on February [removed: 22, 2024,] [added: 28, 2025,] the Company repurchased [removed: 3.0] [added: 3.9] million shares, and as of February [removed: 22, 2024,] [added: 28, 2025,] the Company had remaining authorization to repurchase up to [removed: 40.9] [added: 30.9] million shares under the Company’s share repurchase programs.

During [removed: 2023,] [added: 2024,] the Company reported net income attributable to common stock of [removed: $2.9 billion,] [added: $804 million,] or [removed: $9.25] [added: $2.27] per diluted share, compared to net income of [removed: $3.7] [added: $2.9] billion, or [removed: $11.02] [added: $9.25] per diluted share, in [removed: 2022.][added: 2023.]

The Company generated [removed: $3.1] [added: $3.6] billion of cash from operating activities in [removed: 2023,] [added: 2024,] which was [removed: $1.8 billion] [added: $491 million] or [removed: 37] [added: 16] percent [removed: lower] [added: higher] than [removed: 2022.][added: 2023.]

The Company repurchased [removed: 8.7] [added: 9.2] million shares of its common stock for [removed: $329] [added: $246] million and paid [removed: $308] [added: $353] million in dividends to APA common stockholders during [removed: 2023.][added: 2024.]

*•*Daily boe production from the Company’s U.S. assets, which increased [removed: 2] [added: 30] percent from [removed: 2022,] [added: 2023,] accounted for [removed: 54] [added: 62] percent of the Company’s worldwide production during [removed: 2023.][added: 2024.]

The Company averaged [removed: five] [added: nine] drilling rigs in the U.S. during the year, including [removed: three] [added: five] rigs in the Southern Midland Basin and [removed: two] [added: four] rigs in the Delaware Basin, and drilled and brought online [removed: 82] [added: 159] operated wells in [removed: 2023.][added: 2024.]

The Company’s drilling was primarily focused on oil prospects, [removed: increasing] [added: and combined with the Callon acquisition,] oil production [removed: by] [added: increased] approximately [removed: 12] [added: 63] percent in the U.S. compared to the prior year.

The Company averaged [removed: 17] [added: 14] drilling rigs and drilled [removed: 91] [added: 62] new productive wells during [removed: 2023.][added: 2024.]

[removed: During 2023,] [added: The 2024] gross and net production from the Company’s Egypt assets decreased [removed: 2] [added: 6] percent and [removed: 1] [added: 4] percent, respectively, from [removed: 2022.][added: 2023.]

[removed: *•*The] [added: *•*During the second quarter of 2023, the] Company suspended all new drilling activity in the North [removed: Sea during the second quarter of 2023.][added: Sea.]

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

These fields, located in water depths between 100 and 1,000 meters, [removed: are expected to] [added: will] be produced through a system of subsea wells connected to a floating production, storage and offloading [added: (FPSO)] unit located 150 [removed: kilometers] [added: km] off the Suriname coast, with an oil production capacity of [removed: 200,000 b/d.][added: 220,000 barrels per day.]

For a more detailed discussion related to the Company’s various geographic segments, refer to [removed: “Upstream Exploration] [added: “Exploration] and [removed: Production Properties—Operating] [added: Production—Operating] Areas” set forth in Part I, [removed: Item] [added: Items] 1 and 2 of this Annual Report on Form 10-K.

*•Callon Petroleum Company [removed: Pending] Acquisition* On [removed: January 3,] [added: April 1,] 2024, APA [removed: and] [added: completed its acquisition of] Callon Petroleum Company (Callon) [removed: entered into a definitive agreement (Merger Agreement), pursuant to which APA will acquire Callon] in an all-stock transaction valued at approximately $4.5 billion, inclusive of Callon’s [removed: net debt.][added: debt (the Callon acquisition).]

[added: - *Sales of Kinetik Shares*] During [added: 2022 and] 2023, the Company sold a portion of its Kinetik Shares for cash proceeds of [added: $224 million and] $228 [removed: million.][added: million, respectively.]

During [removed: 2022,] the [added: first quarter of 2024, the] Company sold [removed: a portion of] its [added: remaining shares of] Kinetik [removed: Shares] [added: Class A Common Stock] for [removed: $224] [added: cash proceeds of $428] million.

For detailed information regarding APA’s acquisitions and divestitures, refer to [Note 2—Acquisitions and [removed: Divestitures](#iab800de195fc4467a5971babd9f27302_178)] [added: Divestitures](#i032fb13cb6e849d4a790802e7b3e230a_181)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K.

| | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| United States | | | | | | $ | [removed: 2,241] [added: 3,572] | | | | | [removed: 37] [added: 51] | | % | | | | $ | [removed: 2,458] [added: 2,241] | | | | | [removed: 36] [added: 37] | | % | | | | $ | [removed: 1,850] [added: 2,458] | | | | | [removed: 40] [added: 36] | | % |

| Egypt(1) | | | | | | [removed: 2,683] [added: 2,620] | | | | | | [removed: 45] [added: 38] | | % | | | | [removed: 3,145] [added: 2,683] | | | | | | [removed: 46] [added: 45] | | % | | | | [removed: 1,806] [added: 3,145] | | | | | | [removed: 40] [added: 46] | | % |

| North Sea | | | | | | [removed: 1,073] [added: 774] | | | | | | [removed: 18] [added: 11] | | % | | | | [removed: 1,232] [added: 1,073] | | | | | | 18 | | % | | | | [removed: 929] [added: 1,232] | | | | | | [removed: 20] [added: 18] | | % |

| Total(1) | | | | | | $ | [removed: 5,997] [added: 6,966] | | | | | 100 | | % | | | | $ | [removed: 6,835] [added: 5,997] | | | | | 100 | | % | | | | $ | [removed: 4,585] [added: 6,835] | | | | | 100 | | % |

| United States | | | | | | $ | [removed: 297] [added: 126] | | | | | [removed: 34] [added: 22] | | % | | | | $ | [removed: 918] [added: 297] | | | | | [removed: 59] [added: 34] | | % | | | | $ | [removed: 754] [added: 918] | | | | | [removed: 62] [added: 59] | | % |

| Egypt(1) | | | | | | [removed: 346] [added: 313] | | | | | | [removed: 39] [added: 53] | | % | | | | [removed: 370] [added: 346] | | | | | | [removed: 23] [added: 39] | | % | | | | [removed: 270] [added: 370] | | | | | | 23 | | % |

| North Sea | | | | | | [removed: 237] [added: 145] | | | | | | [removed: 27] [added: 25] | | % | | | | [removed: 281] [added: 237] | | | | | | [removed: 18] [added: 27] | | % | | | | [removed: 183] [added: 281] | | | | | | [removed: 15] [added: 18] | | % |

| Total(1) | | | | | | $ | [removed: 880] [added: 584] | | | | | 100 | | % | | | | $ | [removed: 1,569] [added: 880] | | | | | 100 | | % | | | | $ | [removed: 1,207] [added: 1,569] | | | | | 100 | | % |

| United States | | | | | | $ | [removed: 480] [added: 617] | | | | | [removed: 94] [added: 96] | | % | | | | $ | [removed: 765] [added: 480] | | | | | 94 | | % | | | | $ | [removed: 673] [added: 765] | | | | | [removed: 95] [added: 94] | | % |

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

For example, the Company curtailed production in the Permian Basin in the second half of 2024 in response to weakness in Waha natural gas and NGL prices; however, in Egypt, the Company contracted an additional drilling rig in late 2024 after signing an agreement to incentivize gas exploration and production at new pricing.

- The Company pays a quarterly dividend of $0.25 per share on its common stock.

Net income in 2024 was primarily impacted by impairments of $1.1 billion, which included oil and gas property impairments of $796 million in the North Sea and $315 million in the U.S., and lower realized crude oil and natural gas prices during the year compared to 2023.

The Company also recorded higher oil and gas revenues and associated operating expenses resulting from the Callon acquisition.

APA’s higher operating cash flows for 2024 were primarily driven by higher oil and gas revenues resulting from increased drilling activity in the Permian Basin and production from the acquired Callon properties, partially offset by lower realized commodity prices.

- During the first quarter of 2024, the Company completed a three-well exploration program in Alaska, confirming a working petroleum system on the Company’s acreage.

The Company is currently drilling an additional exploration well on this acreage.

The Company holds a 50 percent ownership interest in the project.

During the same period, the Company averaged 20 workover rigs as it continues to align its drilling and workover activity with a goal of driving improved capital efficiency.

- During the fourth quarter of 2024, the Company entered into a new gas sales agreement which could result in improved pricing if certain production thresholds are met.

The new gas sales agreement creates the potential for significant new drilling inventory with returns on par with oil.

During the third quarter of 2024, the Company continued its economic assessment of its North Sea assets in light of several new regulatory guidelines and obligations surrounding significant tax levies and modernization of aging infrastructure.

The Company determined the expected returns do not economically support making investments required under the combined impact of the regulations, and it will cease production at its facilities in the North Sea prior to 2030.

- In October 2024, the Company announced that its subsidiary reached a positive final investment decision for the first oil development, named GranMorgu, in Block 58 offshore Suriname.

This development will include production from the Krabdagu and Sapakara oil discoveries.

The GranMorgu FPSO unit is designed to accommodate future tie-back opportunities that would extend its 4-year production plateau and will feature technology that minimizes greenhouse gas emissions.

Total investment is estimated at $10.5 billion, with APA’s share of the investment subject to the existing agreement with TotalEnergies to carry a portion of Apache’s appraisal and development capital.

First oil is anticipated in 2028.

The acquired assets include approximately 120,000 net acres in the Delaware Basin and 25,000 net acres in the Midland Basin.

The Company believes the acquisition of Callon provides opportunities to reduce costs, improve capital efficiencies, leverage economies of scale, and expand the development inventory that formed the basis of the transaction value.

*•Sale of Non-core Permian Basin Properties* On December 31, 2024, APA completed the sale of non-core producing properties in the Permian Basin that had a carrying value of $1.1 billion and associated asset retirement obligation of $224 million for total cash proceeds of $869 million after closing adjustments.

The properties are located in the Central Basin Platform, Texas and New Mexico Shelf, and Northwest Shelf.

- *Non-core Acreage Divestiture* During 2024, the Company completed the sale of non-core acreage in the East Texas Austin Chalk and Eagle Ford plays that had a carrying value of $347 million for aggregate cash proceeds of $255 million and the assumption of asset retirement obligations of $42 million.

- *Mineral Rights Divestiture* During 2024, the Company also completed the sale of non-core mineral and royalty interests in the Permian Basin that had a carrying value of $71 million for approximately $394 million subject to post-closing adjustments.

On April 3, 2024, the Company’s designated director resigned from the Kinetik Holdings, Inc. (Kinetik) board of directors.

| | | | | | | 2024 | | | | | | Increase (Decrease) | | | | | | 2023 | | | | | | Increase (Decrease) | | | | | | 2022 | | |

In the fourth quarter of 2024, the Company entered into a new gas sales agreement, which could result in improved pricing if certain production thresholds are met.

The new gas sales agreement, which is effective beginning January 2025, creates the potential for significant new drilling inventory with returns on par with oil.

The Company’s worldwide crude oil production increased 41 Mb/d compared to 2023, primarily a result of increased drilling activity in the Permian Basin coupled with the Callon acquisition.

The Company’s worldwide natural gas production decreased 14 MMcf/d compared to 2023, primarily a result of natural production decline in the North Sea and U.S., reduced gas-focused activity in Egypt, curtailment of volumes at Alpine High in response to extreme Waha basis differentials, and the sale of non-core assets in the U.S. These decreases were partially offset by increased drilling activity in the Permian Basin coupled with the Callon acquisition.

A 17 percent higher average daily production increased 2024 revenues by $95 million compared to 2023, while an 8 percent increase in average realized prices increased 2024 revenues by $43 million.

The Company’s worldwide NGL production increased 11 Mb/d compared to 2023, primarily a result of increased drilling activity in the Permian Basin coupled with the Callon acquisition, partially offset by natural production decline in the U.S., curtailment of volumes at Alpine High in response to extreme Waha basis differentials, and the sale of non-core assets in the U.S.

The increase in purchased oil and gas sales was primarily driven by increased oil volume sales coupled with activity associated with the Callon acquisition.

| Impairments | | | | | | 1,129 | | | | | | 61 | | | | | | — | | | | | | | | | | | | | | | | | | | | |

The increase in absolute costs was primarily driven by higher operating and labor costs and workover activity associated with the Callon acquisition.

GPT costs increased $98 million compared to 2023, primarily the result of increased oil and NGL production volumes in the U.S., primarily associated with the Callon acquisition, as well as increased charges for transporting gas production.

The increase is primarily driven by increased oil volume purchases coupled with activity associated with the Callon acquisition during 2024, partially offset by lower average natural gas prices during 2024 compared to the prior-year period.

Taxes other than income increased $63 million compared to 2023, primarily from higher severance taxes driven by increased U.S. production volumes primarily attributable to the Callon acquisition.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Exploration expenses increased $118 million compared to 2023, primarily the result of dry hole expense associated with an exploration well in Suriname and the completion of an initial drilling campaign in Alaska, where two wells were unable to reach target objectives in the allotted seasonal time window.

On March 1, 2021, Apache Corporation 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 Corporation.

Pursuant to the Holding Company Reorganization, APA Corporation 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.

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

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

- The Company’s quarterly dividend was increased in the third quarter of 2022 from $0.125 per share to $0.25 per share, representing a return to pre-COVID-19 dividend levels.

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

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

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

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

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

The Company continues to build and enhance its drilling inventory in Egypt, supplemented with recent seismic acquisitions and new play concept evaluations on both new and existing acreage opportunities provided by the 2021 merged concession agreement.

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

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

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

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

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

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

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

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

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

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

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

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

*•BCP Business Combination* On February 22, 2022, ALTM closed a transaction to combine with privately owned BCP Raptor Holdco LP (BCP) in an all-stock transaction.

Upon closing the transaction, the combined entity was renamed Kinetik Holdings Inc. (Kinetik).

The Company deconsolidated ALTM upon closing the transaction.

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

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

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

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

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

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

(5)Production volumes per day in the Company’s Alpine High field were as follows:

| Oil (b/d) | | | | | | 573 | | | | | | | | | | | | 777 | | | | | | | | | | | | 1,485 | | |

| Natural Gas (Mcf/d) | | | | | | 174,454 | | | | | | | | | | | | 192,253 | | | | | | | | | | | | 258,096 | | |

| NGL (b/d) | | | | | | 16,482 | | | | | | | | | | | | 18,362 | | | | | | | | | | | | 22,950 | | |

The Company’s worldwide crude oil production increased 15 Mb/d compared to 2022, primarily a result of increased drilling activity in the U.S. and Egypt, and less maintenance downtime in the North Sea, partially offset by natural production decline across all assets.

A 38 percent decrease in average realized prices primarily drove the decrease in NGL revenues compared to 2022.

The Company’s worldwide NGL production increased slightly compared to 2022, primarily a result of increased drilling activity and recompletions and less maintenance downtime in the North Sea, offset by natural production decline across all assets.

In 2023, in order to diversify the pricing received for the sale of its natural gas, the Company sold a portion of its purchased gas at international gas prices.

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

The Company’s average crude oil price realizations decreased [removed: 19] [added: 3] percent to [removed: $80.72] [added: $78.08] per barrel in [removed: 2023] [added: 2024] from [removed: $99.11] [added: $80.72] per barrel in [removed: 2022.][added: 2023.]

The Company’s average natural gas price realizations decreased [removed: 42] [added: 32] percent to [removed: $2.91] [added: $1.97] per Mcf in [removed: 2023] [added: 2024] from [removed: $4.98] [added: $2.91] per Mcf in [removed: 2022.][added: 2023.]

The Company’s average NGL price realizations [removed: decreased 38] [added: increased 8] percent to [removed: $21.54] [added: $23.37] per barrel in [removed: 2023] [added: 2024] from [removed: $34.51] [added: $21.54] per barrel in [removed: 2022.][added: 2023.]

Based on average daily production for [removed: 2023,] [added: 2024,] a $1.00 per barrel change in the weighted average realized oil price would have increased or decreased revenues for the year by approximately [removed: $74] [added: $89] million, a $0.10 per Mcf change in the weighted average realized natural gas price would have increased or decreased revenues for the year by approximately $30 million, and a $1.00 per barrel change in the weighted average realized NGL price would have increased or decreased revenues for the year by approximately [removed: $23] [added: $27] million.

Refer to [Note 4—Derivative Instruments and Hedging [removed: Activities](#iab800de195fc4467a5971babd9f27302_184)] [added: Activities](#i032fb13cb6e849d4a790802e7b3e230a_187)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report Form 10-K for notional volumes and terms with the Company’s derivative contracts.

[removed: At] [added: As of] December 31, [removed: 2023,] [added: 2024,] the Company had $4.8 billion, net, in outstanding notes and debentures, all of which was fixed-rate debt, with a weighted average interest rate of 5.34 percent.

The Company is also exposed to interest rate risk related to its interest-bearing cash and cash equivalents balances and amounts outstanding under its [added: term loan facility, commercial paper program, and] syndicated credit facilities.

As of December 31, [removed: 2023,] [added: 2024,] the Company had approximately [removed: $87] [added: $625] million in cash and cash equivalents, approximately [removed: 85] [added: 98] percent of which was invested in money market funds and short-term investments with major financial institutions.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $372 million] [added: $1.2 billion] of borrowings outstanding under the Company’s [added: term loan facility, commercial paper program, and] syndicated revolving credit facilities.

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

Foreign currency gains and losses are included as either a component of [removed: “Other”] [added: “Other, net”] under “Revenues and Other” or, as is the case when the Company re-measures its foreign tax liabilities, as a component of the Company’s provision for income tax expense on the statement of consolidated operations.

Foreign currency net gain or loss of [removed: $3] [added: $5] million would result from a 10 percent weakening or strengthening, respectively, in the British pound as of December 31, [removed: 2023.][added: 2024.]

As of December 31, 2024, the Company had no open commodity derivative positions.

As of December 31, 2023, the Company had open natural gas derivatives not designated as cash flow hedges in an asset position with a fair value of $6 million.

A 10 percent increase in natural gas prices would decrease the asset by approximately $1 million, while a 10 percent decrease in prices would increase the asset by approximately $1 million.

These fair value changes assume volatility based on prevailing market parameters as of December 31, 2023.

The information set forth under “Legal Matters” and “Environmental Matters” in [Note 11—Commitments and [removed: Contingencies](#iab800de195fc4467a5971babd9f27302_205)] [added: Contingencies](#i032fb13cb6e849d4a790802e7b3e230a_208)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, [removed: 2023] [added: 2024] | | | $ | [removed: 10,499,243,068] [added: 10,887,671,670] | |

| Number of shares of registrant’s common stock outstanding as of January 31, [removed: 2024] [added: 2025] | | | [removed: 301,818,820] [added: 364,064,316] | | |

Portions of the registrant’s definitive proxy statement relating to the registrant’s [removed: 2024] [added: 2025] annual meeting of stockholders are incorporated by reference in Part II and Part III of this Annual Report on Form 10-K.

| 1A. | | | [RISK [removed: FACTORS](#iab800de195fc4467a5971babd9f27302_22)] [added: FACTORS](#i032fb13cb6e849d4a790802e7b3e230a_22)] | | | [removed: [19](#iab800de195fc4467a5971babd9f27302_22)] [added: [19](#i032fb13cb6e849d4a790802e7b3e230a_22)] | | |

| 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#iab800de195fc4467a5971babd9f27302_25)] [added: COMMENTS](#i032fb13cb6e849d4a790802e7b3e230a_25)] | | | [removed: [30](#iab800de195fc4467a5971babd9f27302_25)] [added: [29](#i032fb13cb6e849d4a790802e7b3e230a_25)] | | |

| 1C. | | | [removed: [CYBERSECURITY](#iab800de195fc4467a5971babd9f27302_2111)] [added: [CYBERSECURITY](#i032fb13cb6e849d4a790802e7b3e230a_28)] | | | [removed: [30](#iab800de195fc4467a5971babd9f27302_2111)] [added: [29](#i032fb13cb6e849d4a790802e7b3e230a_28)] | | |

| 3. | | | [LEGAL [removed: PROCEEDINGS](#iab800de195fc4467a5971babd9f27302_28)] [added: PROCEEDINGS](#i032fb13cb6e849d4a790802e7b3e230a_31)] | | | [removed: [32](#iab800de195fc4467a5971babd9f27302_28)] [added: [31](#i032fb13cb6e849d4a790802e7b3e230a_31)] | | |

| 4. | | | [MINE SAFETY [removed: DISCLOSURES](#iab800de195fc4467a5971babd9f27302_31)] [added: DISCLOSURES](#i032fb13cb6e849d4a790802e7b3e230a_34)] | | | [removed: [32](#iab800de195fc4467a5971babd9f27302_31)] [added: [31](#i032fb13cb6e849d4a790802e7b3e230a_34)] | | |

| 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#iab800de195fc4467a5971babd9f27302_37)] [added: SECURITIES](#i032fb13cb6e849d4a790802e7b3e230a_40)] | | | [removed: [33](#iab800de195fc4467a5971babd9f27302_37)] [added: [32](#i032fb13cb6e849d4a790802e7b3e230a_40)] | | |

| 6. | | | [SELECTED FINANCIAL [removed: DATA](#iab800de195fc4467a5971babd9f27302_40)] [added: DATA](#i032fb13cb6e849d4a790802e7b3e230a_43)] | | | [removed: [34](#iab800de195fc4467a5971babd9f27302_40)] [added: [33](#i032fb13cb6e849d4a790802e7b3e230a_43)] | | |

| 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#iab800de195fc4467a5971babd9f27302_43)] [added: OPERATIONS](#i032fb13cb6e849d4a790802e7b3e230a_46)] | | | [removed: [35](#iab800de195fc4467a5971babd9f27302_43)] [added: [34](#i032fb13cb6e849d4a790802e7b3e230a_46)] | | |

| 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#iab800de195fc4467a5971babd9f27302_88)] [added: RISK](#i032fb13cb6e849d4a790802e7b3e230a_91)] | | | [removed: [58](#iab800de195fc4467a5971babd9f27302_88)] [added: [59](#i032fb13cb6e849d4a790802e7b3e230a_91)] | | |

| 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#iab800de195fc4467a5971babd9f27302_91)] [added: DATA](#i032fb13cb6e849d4a790802e7b3e230a_94)] | | | [removed: [59](#iab800de195fc4467a5971babd9f27302_91)] [added: [60](#i032fb13cb6e849d4a790802e7b3e230a_94)] | | |

| 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#iab800de195fc4467a5971babd9f27302_94)] [added: DISCLOSURE](#i032fb13cb6e849d4a790802e7b3e230a_97)] | | | [removed: [59](#iab800de195fc4467a5971babd9f27302_94)] [added: [60](#i032fb13cb6e849d4a790802e7b3e230a_97)] | | |

| 9A. | | | [CONTROLS AND [removed: PROCEDURES](#iab800de195fc4467a5971babd9f27302_97)] [added: PROCEDURES](#i032fb13cb6e849d4a790802e7b3e230a_100)] | | | [removed: [59](#iab800de195fc4467a5971babd9f27302_97)] [added: [60](#i032fb13cb6e849d4a790802e7b3e230a_100)] | | |

| 9B. | | | [OTHER [removed: INFORMATION](#iab800de195fc4467a5971babd9f27302_100)] [added: INFORMATION](#i032fb13cb6e849d4a790802e7b3e230a_103)] | | | [removed: [60](#iab800de195fc4467a5971babd9f27302_100)] [added: [61](#i032fb13cb6e849d4a790802e7b3e230a_103)] | | |

| 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#iab800de195fc4467a5971babd9f27302_103)] [added: INSPECTIONS](#i032fb13cb6e849d4a790802e7b3e230a_106)] | | | [removed: [60](#iab800de195fc4467a5971babd9f27302_103)] [added: [61](#i032fb13cb6e849d4a790802e7b3e230a_106)] | | |

| 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#iab800de195fc4467a5971babd9f27302_109)] [added: GOVERNANCE](#i032fb13cb6e849d4a790802e7b3e230a_112)] | | | [removed: [61](#iab800de195fc4467a5971babd9f27302_109)] [added: [62](#i032fb13cb6e849d4a790802e7b3e230a_112)] | | |

| 11. | | | [EXECUTIVE [removed: COMPENSATION](#iab800de195fc4467a5971babd9f27302_112)] [added: COMPENSATION](#i032fb13cb6e849d4a790802e7b3e230a_115)] | | | [removed: [61](#iab800de195fc4467a5971babd9f27302_112)] [added: [62](#i032fb13cb6e849d4a790802e7b3e230a_115)] | | |

| 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#iab800de195fc4467a5971babd9f27302_115)] [added: MATTERS](#i032fb13cb6e849d4a790802e7b3e230a_118)] | | | [removed: [61](#iab800de195fc4467a5971babd9f27302_115)] [added: [62](#i032fb13cb6e849d4a790802e7b3e230a_118)] | | |

| 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#iab800de195fc4467a5971babd9f27302_118)] [added: INDEPENDENCE](#i032fb13cb6e849d4a790802e7b3e230a_121)] | | | [removed: [61](#iab800de195fc4467a5971babd9f27302_118)] [added: [62](#i032fb13cb6e849d4a790802e7b3e230a_121)] | | |

| 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#iab800de195fc4467a5971babd9f27302_121)] [added: SERVICES](#i032fb13cb6e849d4a790802e7b3e230a_124)] | | | [removed: [61](#iab800de195fc4467a5971babd9f27302_121)] [added: [62](#i032fb13cb6e849d4a790802e7b3e230a_124)] | | |

| 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#iab800de195fc4467a5971babd9f27302_127)] [added: SCHEDULES](#i032fb13cb6e849d4a790802e7b3e230a_130)] | | | [removed: [62](#iab800de195fc4467a5971babd9f27302_127)] [added: [63](#i032fb13cb6e849d4a790802e7b3e230a_130)] | | |

| 16. | | | [FORM 10-K [removed: SUMMARY](#iab800de195fc4467a5971babd9f27302_133)] [added: SUMMARY](#i032fb13cb6e849d4a790802e7b3e230a_136)] | | | [removed: [65](#iab800de195fc4467a5971babd9f27302_133)] [added: [67](#i032fb13cb6e849d4a790802e7b3e230a_136)] | | |

All statements other than statements of historical facts included or incorporated by reference in this Annual Report on Form 10-K, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, [added: and] plans and objectives of management for future operations and capital returns framework, [removed: the anticipated benefits of the proposed merger (the merger) between the Company and Callon Petroleum Company (Callon), the anticipated impact of the merger on the combined company’s business and future financial and operating results, the anticipated financial and operational impact and timing of the expected synergies from the merger, and the anticipated closing date for the merger,] are forward-looking statements.

Such forward-looking statements are based on the Company’s examination of historical operating trends, the information that was used to prepare its estimate of proved reserves as of December 31, [removed: 2023,] [added: 2024,] and other data in the Company’s possession or available from third parties.

- changes in local, regional, national, and international economic conditions, including as a result of any epidemics or [removed: pandemics, such as the coronavirus disease (COVID-19) pandemic and any related variants;][added: pandemics;]

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

All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by [removed: the] [added: these] cautionary statements.

APA Corporation (APA or the Company), is an independent energy company that owns [removed: consolidated] subsidiaries that explore for, develop, and produce [removed: natural gas,] crude oil, [added: natural gas,] and NGLs.

The Company’s [removed: upstream] business has oil and gas operations in three geographic areas: the U.S., Egypt, and offshore the U.K. in the North Sea (North Sea).

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

Through the Company’s website, www.apacorp.com, you can access, free of charge, electronic copies of the charters of the committees of the Company’s board of directors (Board of Directors), other documents related to corporate governance (including the Code of [removed: Business] Conduct and [removed: Ethics and] APA’s Corporate Governance Principles), and documents the Company files with the SEC, including the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

Internationally, the Company has conventional onshore assets in Egypt’s Western Desert, offshore assets on the U.K.’s Continental Shelf, and [removed: an] [added: reached positive final investment decision for oil development] offshore [removed: appraisal and exploration program in Suriname.][added: Suriname during 2024.]

The MCA consolidated [removed: the majority] [added: 98 percent] of [removed: the Company’s] gross acreage and [added: 90 percent of gross] production [removed: in Egypt] under one concession agreement and refreshed [added: the] existing development [added: lease terms for 20 years] and exploration [removed: lease terms.][added: leases for 5 years.]

[added: -] On February 22, 2022, [removed: ALTM closed on a transaction to combine] [added: Altus Midstream Company (ALTM) combined] with privately owned BCP Raptor Holdco LP [removed: (BCP)] in an all-stock transaction.

Upon closing the transaction, the combined entity was renamed Kinetik Holdings Inc. (Kinetik), and [removed: APA’s ownership in] [added: APA deconsolidated] ALTM [removed: was reduced from approximately 79 percent to] [added: and held an] approximately 20 [removed: percent.][added: percent noncontrolling ownership interest in Kinetik.]

[added: -] On [removed: January 3,] [added: April 1,] 2024, APA [removed: and] [added: completed its acquisition of] Callon Petroleum Company (Callon) [removed: entered into a definitive agreement, pursuant to which APA will acquire Callon] in an all-stock transaction valued at approximately $4.5 billion, inclusive of Callon’s [removed: net] debt.

Uncertainties in the global supply chain and financial markets, including the impact of [added: ongoing international conflicts,] inflation, [removed: and rising interest rates,] [added: trade disputes,] and actions taken by foreign oil and gas producing nations, including OPEC+, [removed: continue to] impact oil supply and demand and contribute to commodity price volatility.

2000 W.

Sam Houston Pkwy.

S., Suite 200, Houston, Texas 77042-3643

| 1. | | | [BUSINESS](#i032fb13cb6e849d4a790802e7b3e230a_19) | | | [1](#i032fb13cb6e849d4a790802e7b3e230a_19) | | |

| 2. | | | [PROPERTIES](#i032fb13cb6e849d4a790802e7b3e230a_19) | | | [1](#i032fb13cb6e849d4a790802e7b3e230a_19) | | |

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

In the U.S., operations are primarily focused in the Permian Basin of West Texas.

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

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

These transactions include:

The acquired assets included approximately 120,000 net acres in the Delaware Basin and 25,000 net acres in the Midland Basin.

The Company believes the acquisition of Callon provides opportunities to reduce costs, improve capital efficiencies, leverage economies of scale, and expand the development inventory that formed the basis of the transaction value.

- Throughout 2024, APA closed on a series of transactions to sell non-core producing properties in the Permian Basin, East Texas Austin Chalk, and Eagle Ford plays, and non-core mineral and royalty interests in the Permian Basin.

Proceeds of approximately $1.6 billion from these transactions were used primarily to reduce debt.

Combined with the Callon transaction, the Company believes its acreage position and drilling opportunities are better streamlined for longer-term growth.

The Company subsequently divested of its ownership interest in Kinetik during 2022, 2023, and 2024 for total proceeds of approximately $880 million.

| United States | | | | | | 103.6 | | | | | | 62 | | % | | | | $ | 4,315 | | | | | 695 | | | | | | 72 | | % | | | | 205 | | | | | | 205 | | |

| Egypt(1) | | | | | | 50.3 | | | | | | 30 | | % | | | | 2,933 | | | | | | 164 | | | | | | 17 | | % | | | | 84 | | | | | | 62 | | |

| Suriname | | | | | | — | | | | | | — | | % | | | | — | | | | | | 74 | | | | | | 8 | | % | | | | — | | | | | | — | | |

| Total | | | | | | 166.4 | | | | | | 100 | | % | | | | $ | 8,196 | | | | | 969 | | | | | | 100 | | % | | | | 289 | | | | | | 267 | | |

APA also has legacy operations located offshore in the Gulf of America.

During 2024, the Company acquired approximately 25,000 net acres in the Midland basin in connection with the Callon acquisition.

During 2024, the Company divested certain of its non-core producing properties located in the Central Basin Platform, Texas and New Mexico Shelf, and Northwest Shelf.

The Company also divested certain non-core mineral and royalty interests in the Permian Basin during 2024.

- *New Venture Assets* APA holds approximately 325,000 gross acres (163,000 net acres) of undeveloped acreage on the North Slope of Alaska.

During 2024, the Company completed a three-well exploration program in Alaska, confirming a working petroleum system on the Company’s acreage.

The Company is currently drilling an additional exploration well on this acreage.

The Company holds a 50 percent ownership interest in the project.

During the third quarter of 2024, the Company continued its economic assessment of its North Sea assets in light of several new regulatory guidelines and obligations surrounding significant tax levies and modernization of aging infrastructure.

The Company determined the expected returns do not economically support making investments required under the combined impact of the regulations, and it will cease production at its facilities in the North Sea prior to 2030.

In the fourth quarter 2024, the Company entered into a new gas sales agreement, which could result in improved pricing if certain production thresholds are met.

The new gas sales agreement, which is effective beginning January 2025, creates the potential for significant new drilling inventory with returns on par with oil.

In October 2024, the Company announced that its subsidiary reached a positive final investment decision for the first oil development, named GranMorgu, in Block 58 offshore Suriname.

This development will include production from the Krabdagu and Sapakara oil discoveries.

The GranMorgu FPSO unit is designed to accommodate future tie-back opportunities that would extend its four-year production plateau and will feature technology that minimizes greenhouse gas emissions.

Total investment is estimated at $10.5 billion, with APA’s share of the investment subject to the existing joint venture agreement with TotalEnergies to carry a portion of Apache’s appraisal and development capital.

Under the terms of the Block 58 PSCs, Staatsolie has the right to participate in the GranMorgu development and production up to a maximum of 20 percent.

First oil is anticipated in 2028.

The Company holds a 50 percent working interest in the project and is the operator.

The Company suspended exploration activities in its acreage offshore the Dominican Republic in 2023 and relinquished its net acreage holdings and completed its withdrawal in 2024.

| | | | | | | | | |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Prior to the BCP Business Combination (as 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 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 (Nasdaq) under the ticker symbol “APA.” The Holding Company Reorganization modernized the Company’s operating and legal structure to more closely align with its growing international presence, making it more consistent with other companies that have subsidiaries operating around the globe.

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

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

In the U.S., operations are primarily focused in the Permian Basin of West Texas and Eastern New Mexico, with additional operations located in the Eagle Ford shale and Austin Chalk areas of Southeast Texas, offshore in the Gulf of Mexico, and along the Gulf Coast.

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

Management actively reviews certain non-strategic assets for opportunities, which include potential monetization of legacy properties and other non-core leasehold positions.

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

Upon closing the transaction, the Company deconsolidated ALTM.

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

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

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

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

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

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

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

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

APA also has operations located in the Eagle Ford shale and Austin Chalk areas of Southeast Texas, offshore in the Gulf of Mexico, and along the Gulf Coast in South Texas and Louisiana.

- *New Venture Assets* APA separately has undeveloped acreage positions across several states, where it intends to pursue exploration interests and potential development opportunities over time.

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

In 2023, international assets contributed 46 percent of APA’s production and 59 percent of its oil and gas revenues.

Approximately 30 percent of estimated proved reserves at year-end 2023 were located outside the U.S.

The MCA, which has an effective date of April 1, 2021, consolidated 98 percent of gross acreage and 90 percent of gross production under one concession agreement and refreshed the existing development lease terms for 20 years and exploration leases for 5 years.

Development leases within concessions currently have expiration dates ranging from 1 to 20 years, with extensions possible for additional commercial discoveries or on a negotiated basis.

As of December 31, [removed: 2023,] [added: 2024,] no risks from cybersecurity threats or incidents have materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition.

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

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

[removed: The CIO] [added: He] manages the Company’s Information Security Team, which [removed: is comprised of] [added: comprises] cybersecurity professionals responsible for [added: the day-to-day operation of the Company’s cybersecurity program and] managing the Company’s threat intelligence, vulnerability management, forensics, and security architecture [removed: systems and processes.][added: systems.]

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

The [removed: CIO] [added: Executive Vice President, Administration,] reports directly to APA’s [added: Chief] Executive [removed: Vice President, Administration, who, along with the CIO,] [added: Officer and] presents all relevant information to the Cybersecurity Committee.

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

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

For additional information regarding relevant cybersecurity risks, see [Item [removed: 1A](#iab800de195fc4467a5971babd9f27302_22)[―](#iab800de195fc4467a5971babd9f27302_22)[Risk Factors](#iab800de195fc4467a5971babd9f27302_22)] [added: 1A―Risk Factors](#i032fb13cb6e849d4a790802e7b3e230a_22)] ― “*A cyberattack targeting systems and infrastructure used by the Company or others in the oil and gas industry may adversely impact the Company’s operations*.”

APA’s Executive Vice President, Administration, has 35 years of experience managing data and technology in the energy industry, including serving as the Company’s CIO from 2015-2020.

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

APA’s common stock, par value $0.625 per share, is traded on the Nasdaq Global Select Market (Nasdaq) under the symbol “APA.” The closing price of APA’s common stock, as reported by the Nasdaq for January 31, [removed: 2024,] [added: 2025,] was [removed: $31.33] [added: $21.93] per share.

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 301,818,820] [added: 364,064,316] shares of APA’s common stock outstanding held by approximately [removed: 3,000] [added: 3,700] stockholders of record and [removed: 257,000] [added: 243,000] beneficial owners.

The Company has paid cash dividends on its common stock for [removed: 59] [added: 60] consecutive years through December 31, [removed: 2023.][added: 2024.]

Information concerning securities authorized for issuance under equity compensation plans is set forth under the caption “Equity Compensation Plan Information” in the proxy statement relating to the Company’s [removed: 2024] [added: 2025] annual meeting of stockholders, which is incorporated herein by reference.

The table below sets forth information with respect to shares of common stock repurchased by APA during [removed: 2023.][added: 2024.]

The graph compares the yearly percentage change in the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the Standard & Poor’s 500 Index (S&P 500 Index) and of the Dow Jones U.S. Exploration & Production Index (formerly Dow Jones Secondary Oil Stock Index) from December 31, [removed: 2018,] [added: 2019,] through December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

* $100 invested on [removed: 12/31/18] [added: 12/31/19] in stock or index, including reinvestment of dividends.

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Dow Jones U.S. Exploration & Production Index | | | | | | 100.00 | | | | | | [removed: 111.39] [added: 66.35] | | | | | | [removed: 73.91] [added: 113.41] | | | | | | [removed: 126.33] [added: 180.98] | | | | | | [removed: 201.59] [added: 189.15] | | | | | | [removed: 210.70] [added: 186.27] | | |

| January 1 to January 31, 2024 | | | | | | 2,226,352 | | | | | | $ | 34.22 | | | | | 2,226,352 | | | | | | 41,693,267 | | |

| February 1 to February 29, 2024 | | | | | | 784,765 | | | | | | 30.59 | | | | | | 784,765 | | | | | | 40,908,502 | | |

| March 1 to March 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,908,502 | | |

| April 1 to April 30, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,908,502 | | |

| May 1 to May 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,908,502 | | |

| June 1 to June 30, 2024 | | | | | | 1,480,072 | | | | | | 28.72 | | | | | | 1,480,072 | | | | | | 39,428,430 | | |

| July 1 to July 31, 2024 | | | | | | 102,305 | | | | | | 29.33 | | | | | | 102,305 | | | | | | 39,326,125 | | |

| August 1 to August 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,326,125 | | |

| September 1 to September 30, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,326,125 | | |

| October 1 to October 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,326,125 | | |

| November 1 to November 30, 2024 | | | | | | 2,588,969 | | | | | | 22.20 | | | | | | 2,588,969 | | | | | | 36,737,156 | | |

| December 1 to December 31, 2024 | | | | | | 1,980,034 | | | | | | 21.52 | | | | | | 1,980,034 | | | | | | 34,757,122 | | |

| Total | | | | | | 9,162,497 | | | | | | $ | 26.83 | | | | | | | | | | | | | |

| APA Corporation | | | | | | $ | 100.00 | | | | | $ | 56.30 | | | | | $ | 107.40 | | | | | $ | 189.58 | | | | | $ | 149.35 | | | | | $ | 99.41 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

During the third quarter of 2022, the Company’s Board of Directors increased the Company’s quarterly dividend from $0.125 per share to $0.25 per share, representing a return to pre-Covid-19 dividend levels.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The financial statements and supplementary financial information required to be filed under this Item 8 are presented on pages F-1 through [removed: F-64] [added: F-62] in Part IV, Item 15 of this Annual Report on Form 10-K and are incorporated herein by reference.

The financial statements for the fiscal years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] included in this Annual Report on Form 10-K, have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their audit report appearing herein.

Riney, the Company’s President and Chief Financial Officer, in his capacity as principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, [removed: 2023,] [added: 2024,] the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation and as of the date of that evaluation, these officers concluded that the Company’s disclosure controls and procedures were effective, providing effective means to ensure that the information the Company is required to disclose under applicable laws and regulations is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and accumulated and communicated to [removed: our] [added: the Company’s] management, including [removed: our] [added: its] principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

There [removed: was] [added: were] no [removed: change] [added: other changes] in [removed: our] [added: the Company’s] internal [removed: controls] [added: control] over financial reporting [added: that occurred] during the quarter ended December 31, [removed: 2023,] [added: 2024] that [removed: has] [added: have] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, [removed: our] [added: the Company’s] internal [removed: controls] [added: control] over financial reporting.

As a result of the Callon acquisition on April 1, 2024, the Company’s internal control over financial reporting, subsequent to the date of acquisition, includes certain additional internal controls relating to Callon.

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of the Company’s [removed: directors or] officers [added: or directors] adopted, modified, or terminated [removed: a] [added: any] “Rule 10b5-1 trading arrangement” or [removed: a] “non-Rule 10b5-1 trading arrangement” [removed: as each] [added: (as such] term is defined [removed: under] [added: in] Item 408 of Regulation [removed: S-K.][added: S-K promulgated under the Securities Act).]

The information set forth under the captions “Nominees for Election as Directors,” “Information about Our Executive Officers,” “Securities Ownership and Principal Holders,” “Additional Information—Future Shareholder Proposals and Director Nominations,” [removed: and] “Corporate [removed: Governance—Standing Committees] [added: Governance—Board Committees, Meetings,] and [removed: Meetings of the Board”] [added: Responsibilities,” and “Corporate Governance—Insider Trading Policy”] in the proxy statement relating to the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders (the Proxy Statement) is incorporated herein by reference.

Code of [removed: Business] Conduct

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

The Company’s Code of [removed: Business] Conduct [removed: and Ethics] was adopted by the Company’s Board of Directors in March 2021 and subsequently amended in [removed: September 2021] [added: December 2024] (as amended, the Code of Conduct).

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

| [Report of management on internal control over financial [removed: reporting](#iab800de195fc4467a5971babd9f27302_142)] [added: reporting](#i032fb13cb6e849d4a790802e7b3e230a_145)] | | | [removed: F-[1](#iab800de195fc4467a5971babd9f27302_142)] [added: F-[1](#i032fb13cb6e849d4a790802e7b3e230a_145)] | | |

| [Report of independent registered public accounting firm (PCAOB ID: [removed: 42)](#iab800de195fc4467a5971babd9f27302_145)] [added: 42)](#i032fb13cb6e849d4a790802e7b3e230a_148)] | | | [removed: F-[2](#iab800de195fc4467a5971babd9f27302_145)] [added: F-[2](#i032fb13cb6e849d4a790802e7b3e230a_148)] | | |

| [Report of independent registered public accounting firm (PCAOB [removed: ID:](#iab800de195fc4467a5971babd9f27302_148) 42[)](#iab800de195fc4467a5971babd9f27302_148)] [added: ID:](#i032fb13cb6e849d4a790802e7b3e230a_151) 42[)](#i032fb13cb6e849d4a790802e7b3e230a_151)] | | | [removed: F-[3](#iab800de195fc4467a5971babd9f27302_148)] [added: F-[3](#i032fb13cb6e849d4a790802e7b3e230a_151)] | | |

| [Statement of consolidated operations for each of the three years in the period ended December 31, [removed: 2023](#iab800de195fc4467a5971babd9f27302_154)] [added: 2024](#i032fb13cb6e849d4a790802e7b3e230a_157)] | | | [removed: F-[6](#iab800de195fc4467a5971babd9f27302_154)] [added: F-[6](#i032fb13cb6e849d4a790802e7b3e230a_157)] | | |

| [Statement of consolidated comprehensive income [removed: (loss)] for each of the three years in the period ended December 31, [removed: 2023](#iab800de195fc4467a5971babd9f27302_157)] [added: 2024](#i032fb13cb6e849d4a790802e7b3e230a_160)] | | | [removed: F-[7](#iab800de195fc4467a5971babd9f27302_157)] [added: F-[7](#i032fb13cb6e849d4a790802e7b3e230a_160)] | | |

| [Statement of consolidated cash flows for each of the three years in the period ended December 31, [removed: 2023](#iab800de195fc4467a5971babd9f27302_160)] [added: 2024](#i032fb13cb6e849d4a790802e7b3e230a_163)] | | | [removed: F-[8](#iab800de195fc4467a5971babd9f27302_160)] [added: F-[8](#i032fb13cb6e849d4a790802e7b3e230a_163)] | | |

| [Consolidated balance sheet as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#iab800de195fc4467a5971babd9f27302_163)] [added: 2023](#i032fb13cb6e849d4a790802e7b3e230a_166)] | | | [removed: F-[9](#iab800de195fc4467a5971babd9f27302_163)] [added: F-[9](#i032fb13cb6e849d4a790802e7b3e230a_166)] | | |

| [Statement of consolidated changes in equity [removed: (deficit)] and noncontrolling interest for each of the three years in the period ended December 31, [removed: 2023](#iab800de195fc4467a5971babd9f27302_166)] [added: 2024](#i032fb13cb6e849d4a790802e7b3e230a_169)] | | | [removed: F-[10](#iab800de195fc4467a5971babd9f27302_166)] [added: F-[10](#i032fb13cb6e849d4a790802e7b3e230a_169)] | | |

| [Notes to consolidated financial [removed: statements](#iab800de195fc4467a5971babd9f27302_169)] [added: statements](#i032fb13cb6e849d4a790802e7b3e230a_172)] | | | [removed: F-[11](#iab800de195fc4467a5971babd9f27302_169)] [added: F-[11](#i032fb13cb6e849d4a790802e7b3e230a_172)] | | |

| 2.1 | | | [Agreement and Plan of Merger, dated as of [removed: March 1, 2021,] [added: January 3, 2024,] by and among [removed: Apache Corporation,] Registrant, [removed: and APA] [added: Astro Comet] Merger [removed: Sub, Inc.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex21.htm)] [added: Sub Corp., and Callon Petroleum Company.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524002515/d680825dex21.htm)] | | | [removed: 8-K12B] [added: 8-K] | | | 2.1 | | | [removed: 3/1/2021] [added: 1/4/2024] | | | 001-40144 | | |

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

| 4.1 | | | [Form of Certificate for Registrant’s Common [removed: Stock.](http://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex41.htm)] [added: Stock.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex41.htm)] | | | 8-K12B | | | 4.1 | | | 3/1/2021 | | | 001-40144 | | |

| 4.2 | | | [Description of Equity Securities [removed: of the Registrant.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex42.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex42.htm) [Registrant.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex42.htm)] | | | 8-K12B | | | 4.2 | | | 3/1/2021 | | | 001-40144 | | |

| [removed: 10.1] [added: 10.2] | | | [Credit Agreement \[USD Facility\], dated as of [removed: April 29, 2022,] [added: January 15, 2025,] among [removed: APA Corporation,] [added: Registrant,] the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex101.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525007468/d878789dex101.htm)] | | | 8-K | | | 10.1 | | | [removed: 5/2/2022] [added: 1/16/2025] | | | 001-40144 | | |

| [removed: 10.2] [added: 10.3] | | | [Credit Agreement \[GBP Facility\], dated as of [removed: April 29, 2022,] [added: January 15, 2025,] among [removed: APA Corporation,] [added: Registrant,] the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312522135246/d712088dex102.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525007468/d878789dex102.htm)] | | | 8-K | | | 10.2 | | | [removed: 5/2/2022] [added: 1/16/2025] | | | 001-40144 | | |

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

| †10.4 | | | [removed: [APA Corporation Income] [added: [Income] Continuance Plan, as amended and restated effective as of March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex102.htm) | | | 8-K12B | | | 10.2 | | | 3/1/2021 | | | 001-40144 | | |

| †10.5 | | | [removed: [APA Corporation Executive] [added: [Executive] Termination Policy, as amended and restated effective as of March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex103.htm) | | | 8-K12B | | | 10.3 | | | 3/1/2021 | | | 001-40144 | | |

| †10.6 | | | [removed: [APA Corporation 2016] [added: [2016] Omnibus Compensation Plan, dated February 3, 2016, effective May 12, 2016.](https://www.sec.gov/Archives/edgar/data/6769/000119312516591733/d169299dex101.htm) | | | 8-K | | | 10.1 | | | 5/16/2016 | | | 001-04300 | | |

| †10.7 | | | [First Amendment to [removed: the Registrant’s 2016] [added: the](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1013201910-k.htm) [2016] Omnibus Compensation Plan, dated July 29, 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1013201910-k.htm) | | | 10-K | | | 10.13 | | | 2/28/2020 | | | 001-04300 | | |

| †10.8 | | | [Second Amendment to [removed: the Registrant’s 2016] [added: the](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex106.htm) [2016] Omnibus Compensation Plan, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex106.htm) | | | 8-K12B | | | 10.6 | | | 3/1/2021 | | | 001-40144 | | |

| †10.9 | | | [removed: [APA Corporation 2011] [added: [2011] Omnibus Equity Compensation Plan, as amended and restated May 12, 2016.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex101.htm) | | | 10-Q | | | 10.1 | | | 8/4/2016 | | | 001-04300 | | |

| †10.10 | | | [First Amendment to [removed: the Registrant’s 2011] [added: the](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1015201910-k.htm) [2011] Omnibus Equity Compensation Plan, dated July 29, 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1015201910-k.htm) | | | 10-K | | | 10.15 | | | 2/28/2020 | | | 001-04300 | | |

| †10.11 | | | [Second Amendment to [removed: the Registrant’s 2011] [added: the](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex105.htm) [2011] Omnibus Equity Compensation Plan, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex105.htm) | | | 8-K12B | | | 10.5 | | | 3/1/2021 | | | 001-40144 | | |

| †10.12 | | | [removed: [APA Corporation Deferred] [added: [Deferred] Delivery Plan, as amended and restated May 12, 2016.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex103.htm) | | | 10-Q | | | 10.3 | | | 8/4/2016 | | | 001-04300 | | |

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

| †10.14 | | | [removed: [APA Corporation Outside] [added: [Outside] Directors’ Retirement Plan, as amended and restated July 16, 2014, effective June 30, 2014.](https://www.sec.gov/Archives/edgar/data/6769/000119312514302538/d742540dex105.htm) | | | 10-Q | | | 10.5 | | | 8/8/2014 | | | 001-04300 | | |

| †10.15 | | | [removed: [APA Corporation Non-Employee] [added: [Non-Employee] Directors’ Restricted Stock Units Program, as amended and restated May 14, 2015, pursuant to [removed: the Registrant’s 2011] [added: the](https://www.sec.gov/Archives/edgar/data/6769/000119312515281508/d91694dex106.htm) [2011] Omnibus Equity Compensation Plan.](https://www.sec.gov/Archives/edgar/data/6769/000119312515281508/d91694dex106.htm) | | | 10-Q | | | 10.6 | | | 8/7/2015 | | | 001-04300 | | |

| †10.16 | | | [removed: [APA Corporation Non-Employee] [added: [Non-Employee] Directors’ Restricted Stock Units Program, effective May 12, 2016, pursuant to [removed: the Registrant’s 2016] [added: the](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex104.htm) [2016] Omnibus Compensation Plan.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex104.htm) | | | 10-Q | | | 10.4 | | | 8/4/2016 | | | 001-04300 | | |

| †10.17 | | | [removed: [APA Corporation Outside] [added: [Outside] Directors’ Deferral Program, effective May 12, 2016, pursuant to [removed: the Registrant’s 2016] [added: the](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex105.htm) [2016] Omnibus Compensation Plan.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex105.htm) | | | 10-Q | | | 10.5 | | | 8/4/2016 | | | 001-04300 | | |

| †10.19 | | | [Form of [removed: 2020] [added: 2021] Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January [removed: 3, 2020.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1055201910-k.htm)] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1043202010-k.htm)] | | | 10-K | | | [removed: 10.55] [added: 10.43] | | | [removed: 2/28/2020] [added: 2/26/2021] | | | 001-04300 | | |

| †10.20 | | | [Form of [removed: 2020] [added: 2021] Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January [removed: 3, 2020.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1056201910-k.htm)] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1044202010-k.htm)] | | | 10-K | | | [removed: 10.56] [added: 10.44] | | | [removed: 2/28/2020] [added: 2/26/2021] | | | 001-04300 | | |

| †10.21 | | | [Form of [removed: 2020] [added: 2021] Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January [removed: 3, 2020.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1057201910-k.htm)] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1045202010-k.htm)] | | | 10-K | | | [removed: 10.57] [added: 10.45] | | | [removed: 2/28/2020] [added: 2/26/2021] | | | 001-04300 | | |

| †10.22 | | | [Form of [removed: 2020] [added: 2021] Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January [removed: 3, 2020.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1058201910-k.htm)] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1046202010-k.htm)] | | | 10-K | | | [removed: 10.58] [added: 10.46] | | | [removed: 2/28/2020] [added: 2/26/2021] | | | 001-04300 | | |

| [removed: †10.23] [added: †10.26] | | | [Form of [removed: 2021] [added: 2022] Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January [removed: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1043202010-k.htm)] [added: 4, 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000119312522004030/d272647dex101.htm)] | | | [removed: 10-K] [added: 8-K] | | | [removed: 10.43] [added: 10.1] | | | [removed: 2/26/2021] [added: 1/7/2022] | | | [removed: 001-04300] [added: 001-40144] | | |

| [removed: †10.24] [added: †10.27] | | | [Form of [removed: 2021] [added: 2022] Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January [removed: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1044202010-k.htm)] [added: 4, 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000178403122000009/apa2021exhibit1041.htm)] | | | 10-K | | | [removed: 10.44] [added: 10.41] | | | [removed: 2/26/2021] [added: 2/22/2022] | | | [removed: 001-04300] [added: 001-40144] | | |

| [removed: †10.25] [added: †10.28] | | | [Form of [removed: 2021] [added: 2022] Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January [removed: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1045202010-k.htm)] [added: 4, 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000178403122000009/apa2021exhibit1042.htm)] | | | 10-K | | | [removed: 10.45] [added: 10.42] | | | [removed: 2/26/2021] [added: 2/22/2022] | | | [removed: 001-04300] [added: 001-40144] | | |

| [removed: †10.26] [added: †10.29] | | | [Form of [removed: 2021] [added: 2022] Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January [removed: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1046202010-k.htm)] [added: 4, 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000178403122000009/apa2021exhibit1043.htm)] | | | 10-K | | | [removed: 10.46] [added: 10.43] | | | [removed: 2/26/2021] [added: 2/22/2022] | | | [removed: 001-04300] [added: 001-40144] | | |

| [removed: †10.27] [added: †10.23] | | | [Amendment of Restricted Stock Unit Award Agreement, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex107.htm) | | | 8-K12B | | | 10.7 | | | 3/1/2021 | | | 001-40144 | | |

| [removed: †10.28] [added: †10.24] | | | [Amendment of Performance Share Grant Agreement, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex108.htm) | | | 8-K12B | | | 10.8 | | | 3/1/2021 | | | 001-40144 | | |

| 4.3 | | | [Amended and Restated Warrant Agreement, dated April 1, 2024, by and among Registrant, Equiniti Trust Company, LLC, and, solely for purposes of certain provisions specified therein, Callon Petroleum Company.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524083563/d47791dex41.htm) | | | 8-K | | | 4.1 | | | 4/1/2024 | | | 001-40144 | | |

| 4.4 | | | [Indenture, dated as of December 11, 2024, between Registrant and Regions Bank, as trustee.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524277008/d895505dex49.htm) | | | POSASR | | | 4.9 | | | 12/12/2024 | | | 333-279038 | | |

| 4.5 | | | [Indenture, dated as of June 30, 2021, between Registrant and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521204668/d176801dex44.htm) | | | S-3ASR | | | 4.4 | | | 6/30/2021 | | | 333-257556 | | |

| 4.6 | | | [Form of Guarantee, dated as of January 10, 2025, made by Apache Corporation in favor of the Holders of Registrant’s Notes subject thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex43.htm) | | | 8-K | | | 4.3 | | | 1/10/2025 | | | 001-40144 | | |

| 4.7 | | | [Registration Rights Agreement, dated as of January 10, 2025, among Registrant, Apache Corporation, and J.P. Morgan Securities LLC, as representative of the initial purchasers named in the Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004548/d784970dex44.htm) | | | 8-K | | | 4.4 | | | 1/10/2025 | | | 001-40144 | | |

| 4.8 | | | [Registration Rights Agreement, dated as of January 10, 2025, among Registrant, Apache Corporation, and the Dealer Managers named therein.](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004548/d784970dex45.htm) | | | 8-K | | | 4.5 | | | 1/10/2025 | | | 001-40144 | | |

| 4.9 | | | [Form of 6.10% Notes due 2035.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex46.htm) | | | 8-K | | | 4.6 | | | 1/10/2025 | | | 001-40144 | | |

| 4.10 | | | [Form of 6.75% Notes due 2055.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex47.htm) | | | 8-K | | | 4.7 | | | 1/10/2025 | | | 001-40144 | | |

| 4.11 | | | [Form of 7.70% Notes due 2026.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex48.htm) | | | 8-K | | | 4.8 | | | 1/10/2025 | | | 001-40144 | | |

| 4.12 | | | [Form of 7.95% Notes due 2026.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex49.htm) | | | 8-K | | | 4.9 | | | 1/10/2025 | | | 001-40144 | | |

| 4.13 | | | [Form of 4.875% Notes due 2027.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex410.htm) | | | 8-K | | | 4.10 | | | 1/10/2025 | | | 001-40144 | | |

| 4.14 | | | [Form of 4.375% Notes due 2028.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex411.htm) | | | 8-K | | | 4.11 | | | 1/10/2025 | | | 001-40144 | | |

| 4.15 | | | [Form of 7.75% Notes due December 15, 2029.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex412.htm) | | | 8-K | | | 4.12 | | | 1/10/2025 | | | 001-40144 | | |

| 4.16 | | | [Form of 4.250% Notes due 2030.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex413.htm) | | | 8-K | | | 4.13 | | | 1/10/2025 | | | 001-40144 | | |

| 4.17 | | | [Form of 6.000% Notes due 2037.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex414.htm) | | | 8-K | | | 4.14 | | | 1/10/2025 | | | 001-40144 | | |

| 4.18 | | | [Form of 5.100% Notes due 2040.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex415.htm) | | | 8-K | | | 4.15 | | | 1/10/2025 | | | 001-40144 | | |

| 4.19 | | | [Form of 5.250% Notes due 2042.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex416.htm) | | | 8-K | | | 4.16 | | | 1/10/2025 | | | 001-40144 | | |

| 4.20 | | | [Form of 4.750% Notes due 2043.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex417.htm) | | | 8-K | | | 4.17 | | | 1/10/2025 | | | 001-40144 | | |

| 4.21 | | | [Form of 4.250% Notes due 2044.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex418.htm) | | | 8-K | | | 4.18 | | | 1/10/2025 | | | 001-40144 | | |

| 4.22 | | | [Form of 7.375% Debentures due 2047.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex419.htm) | | | 8-K | | | 4.19 | | | 1/10/2025 | | | 001-40144 | | |

| 4.23 | | | [Form of 5.350% Notes due 2049.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex420.htm) | | | 8-K | | | 4.20 | | | 1/10/2025 | | | 001-40144 | | |

| 4.24 | | | [Form of 7.625% Debentures due 2096.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex421.htm) | | | 8-K | | | 4.21 | | | 1/10/2025 | | | 001-40144 | | |

| *19.1 | | | [I](https://www.sec.gov/Archives/edgar/data/1841666/000204026625000007/ex191-apaxinsidertradingpo.htm)[nsider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1841666/000204026625000007/ex191-apaxinsidertradingpo.htm) | | | | | | | | | | | | | | |

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

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

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

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

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

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

Dated: February [removed: 22, 2024][added: 28, 2025]

| /s/ John J. Christmann IV John J. Christmann IV | | | | | | Director and Chief Executive Officer (principal executive officer) | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ Stephen J. Riney Stephen J. Riney | | | | | | President and Chief Financial Officer (principal financial officer) | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ Rebecca A. Hoyt Rebecca A. Hoyt | | | | | | Senior Vice President, Chief Accounting Officer, and Controller (principal accounting officer) | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ Annell R. Bay Annell R. Bay | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ Juliet S. Ellis Juliet S. Ellis | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ Charles W. Hooper Charles W. Hooper | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ Chansoo Joung Chansoo Joung | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ H. Lamar McKay H. Lamar McKay | | | | | | Independent, Non-Executive Chair of the Board and Director | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ Peter A. Ragauss Peter A. Ragauss | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

| /s/ David L. Stover David L. Stover | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 28, 2025] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control – Integrated Framework (2013).* Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

We have audited APA Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal [removed: Control — Integrated] [added: Control—Integrated] Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, APA Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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 [removed: sheets] [added: sheet] of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related statements of consolidated operations, comprehensive [removed: income (loss),] [added: income,] cash flows and changes in equity [removed: (deficit)] and noncontrolling interest for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 22, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of APA Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related statements of consolidated operations, comprehensive [removed: income (loss),] [added: income,] cash flows and changes in equity [removed: (deficit)] and noncontrolling interest for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal [removed: Control — Integrated] [added: Control—Integrated] Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 22, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.

| [removed: *Description of the Matter*] | | | | | | [removed: 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 [removed: evaluating data used when] estimating oil and gas reserves. Estimating [added: proved oil and gas] reserves [removed: also] requires the selection of inputs, including [added: historical production,] oil and gas price assumptions, [removed: future operating] and [removed: capital costs assumptions, and tax rates by jurisdiction,] [added: operating costs,] among others. Because of the complexity involved in estimating oil and gas reserves, management engaged independent petroleum engineers to audit the proved oil and gas reserve estimates prepared by the Company’s internal reservoir engineers for select properties as of December 31, [removed: 2023.] [added: 2024.] 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 [removed: engineers and the evaluation of management’s determination of the inputs described above used by the engineers in estimating oil and gas reserves.] [added: engineers.] | | |

| *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 [removed: financial] data [removed: provided to] [added: utilized by] 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 [removed: primarily] responsible for overseeing the preparation of the reserve estimates and the independent petroleum engineers used to audit the proved oil and gas reserve [removed: estimates for select properties. In addition, in assessing whether we can use the work of the engineers,] [added: estimates. Additionally,] we evaluated the [removed: completeness and accuracy of the financial data] [added: methods] and [removed: inputs described above] [added: assumptions] used by the engineers in estimating [added: proved] oil and gas reserves [removed: by agreeing them to source documentation,] and [removed: we identified and evaluated corroborative and contrary evidence. We also] tested the [removed: mathematical] [added: completeness and] accuracy of the [added: data used by the engineers related to historical production volumes. We also tested that the] DD&A [removed: calculation, including comparing] [added: expense calculations are based on] the [added: appropriate proved] oil and gas reserve [removed: amounts used in the calculation to] [added: balances from] the Company’s reserve [removed: reports.] [added: report.] | | |

| *Description of the Matter* | | | | | | At December 31, [removed: 2023,] [added: 2024,] the asset retirement obligation (ARO) balance totaled [removed: $2,438] [added: $2,694] 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 [removed: obligations. We also tested management’s controls over the completeness and accuracy of financial data used in the valuation.] [added: obligation.] 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 [removed: recent offshore activities and costs.] [added: underlying third party evidence or market information.] We also involved our internal specialists in testing the underlying retirement cost estimates. | | |

| | | | | | | Accounting for decommissioning contingency for sold Gulf of [removed: Mexico] [added: America] properties | | |

| [removed: *Description of the Matter*] | | | | | | [removed: 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. [removed: 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 [removed: in] [added: developing] the [removed: valuation, such as] retirement cost estimates. For example, we evaluated retirement cost estimates by comparing the Company’s estimates to [removed: recent offshore activities and costs.] [added: market information.] We also involved our internal specialists in testing the underlying retirement cost estimates. | | |

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Oil, natural gas, and natural gas liquids production revenues(1) | | | | | | $ | [removed: 7,385] [added: 8,196] | | | | | $ | [removed: 9,220] [added: 7,385] | | | | | $ | [removed: 6,498] [added: 9,220] | |

| Purchased oil and gas sales(1) | | | | | | [removed: 894] [added: 1,541] | | | | | | [removed: 1,855] [added: 894] | | | | | | [removed: 1,487] [added: 1,855] | | |

| Total revenues | | | | | | [removed: 8,279] [added: 9,737] | | | | | | [removed: 11,075] [added: 8,279] | | | | | | [removed: 7,985] [added: 11,075] | | |

| Derivative instrument gains (losses), net | | | | | | [removed: 99] [added: (10)] | | | | | | [removed: (114)] [added: 99] | | | | | | [removed: 94] [added: (114)] | | |

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

| Losses on previously sold Gulf of [removed: Mexico] [added: America] properties | | | | | | [removed: (212)] [added: (273)] | | | | | | [removed: (157)] [added: (212)] | | | | | | [removed: (446)] [added: (157)] | | |

| Other, net | | | | | | [removed: 18] [added: (6)] | | | | | | [removed: 148] [added: 18] | | | | | | [removed: 228] [added: 148] | | |

| | | | | | | [removed: 8,192] [added: 9,737] | | | | | | [removed: 12,132] [added: 8,192] | | | | | | [removed: 7,928] [added: 12,132] | | |

| Lease operating expenses(1) | | | | | | [removed: 1,436] [added: 1,690] | | | | | | [removed: 1,444] [added: 1,436] | | | | | | [removed: 1,241] [added: 1,444] | | |

| Gathering, processing, and transmission(1) | | | | | | [removed: 334] [added: 432] | | | | | | [removed: 367] [added: 334] | | | | | | [removed: 264] [added: 367] | | |

| Purchased oil and gas costs(1) | | | | | | [removed: 742] [added: 1,047] | | | | | | [removed: 1,776] [added: 742] | | | | | | [removed: 1,580] [added: 1,776] | | |

| Taxes other than income | | | | | | [removed: 207] [added: 270] | | | | | | [removed: 268] [added: 207] | | | | | | [removed: 204] [added: 268] | | |

| Exploration | | | | | | [removed: 195] [added: 313] | | | | | | [removed: 305] [added: 195] | | | | | | [removed: 155] [added: 305] | | |

| /s/ Matthew R. Bob Matthew R. Bob | | | | | | Director | | | | | | February 28, 2025 | | |

| /s/ Kenneth M. Fisher Kenneth M. Fisher | | | | | | Director | | | | | | February 28, 2025 | | |

| /s/ Anya Weaving Anya Weaving | | | | | | Director | | | | | | February 28, 2025 | | |

February 28, 2025

| *Description of the Matter* | | | | | | At December 31, 2024, the carrying value of the Company’s property and equipment was $12,646 million, and depreciation, depletion and amortization (DD&A) expense was $2,266 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. | | |

| | | | | | | | | |

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

| *Description of the Matter* | | | | | | At December 31, 2024, the decommissioning contingency for sold Gulf of America properties (decommissioning contingency) balance totaled $1 billion. 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 America properties. The estimation of the decommissioning contingency requires significant judgment given the magnitude and higher estimation uncertainty of the expected retirement costs. | | |

| | | | | | | | | |

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

| | | | | | | Evaluation of the fair value measurement of proved oil and gas properties acquired in the Callon Petroleum business combination | | |

| *Description of the Matter* | | | | | | During 2024, the Company completed the acquisition of Callon Petroleum Company resulting in the recognition of the fair value of property and equipment of $4,502 million. As described in Note 2, the transaction was accounted for as a business combination using the acquisition method, which requires assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The Company applied a discounted cash flow method to estimate the fair value of the proved oil and gas properties acquired. Significant inputs to the valuation of proved oil and gas properties include estimates of future commodity prices, future production volumes, and discount rate using a market-based weighted average cost of capital. Judgment is required by the Company’s internal reservoir engineers in estimating future production quantities. Auditing the Company’s fair value measurement of the proved oil and gas properties acquired is complex because of the use of the work of the Company’s internal reservoir engineers in estimating future production and the evaluation of management’s determination of the inputs described above. In evaluating the reasonableness of management’s assessment and assumptions used, the audit testing procedures performed required a high degree of auditor judgement and additional effort, including involving internal valuation specialists. | | |

| *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 to estimate the fair value of the acquired proved oil and gas properties, including management’s review of the significant assumptions used as inputs to the fair value calculations. To test the fair value of the acquired proved oil and gas properties, 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 future production volumes. In addition, we performed sensitivity analyses of significant assumptions, to evaluate the extent of their impact to the fair value calculation. We also involved our valuation specialists to assist with certain significant assumptions included in the fair value estimate. | | |

February 28, 2025

| Net income including noncontrolling interests | | | | | | $ | 1,118 | | | | | $ | 3,207 | | | | | $ | 4,082 | |

| Depreciation, depletion, and amortization | | | | | | 2,266 | | | | | | 1,540 | | | | | | 1,233 | | |

| Asset retirement obligation accretion | | | | | | 148 | | | | | | 116 | | | | | | 117 | | |

| Impairments | | | | | | 1,129 | | | | | | 61 | | | | | | — | | |

| Proceeds from term loan facility | | | | | | 1,500 | | | | | | — | | | | | | — | | |

| Payments on term loan facility | | | | | | (600) | | | | | | — | | | | | | — | | |

| Payment on Callon Credit Agreement | | | | | | (472) | | | | | | — | | | | | | — | | |

| | | | | | | 3,404 | | | | | | 2,462 | | |

| | | | | | | 12,646 | | | | | | 10,038 | | |

| | | | | | | $ | 19,390 | | | | | $ | 15,244 | |

| | | | | | | 2,955 | | | | | | 2,404 | | |

| | | | | | | 4,082 | | | | | | 3,963 | | |

| | | | | | | $ | 19,390 | | | | | $ | 15,244 | |

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

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

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

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

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

| Issuance of common stock | | | | | | — | | | | | | | | | 44 | | | | | | 2,370 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,414 | | | | | | — | | | | | | 2,414 | | |

| BALANCE AT DECEMBER 31, 2024 | | | | | | $ | — | | | | | | | | $ | 307 | | | | | $ | 13,153 | | | | | $ | (2,155) | | | | | $ | (6,037) | | | | | $ | 12 | | | | | $ | 5,280 | | | | | $ | 1,082 | | | | | $ | 6,362 | |

The Company’s designated director resigned from the Kinetik board of directors on April 3, 2024.

As a result, the Company is considered to have had significant influence over Kinetik during the periods presented prior to the designated director’s resignation from the Kinetik board of directors.

During 2024, the Company continued its economic assessment of its North Sea assets in light of several new regulatory guidelines and obligations surrounding significant tax levies and modernization of aging infrastructure.

The Company determined the expected returns do not economically support making investments required under the combined impact of the regulations, and it will cease production at its facilities in the North Sea prior to 2030.

As a result, in the third quarter of 2024 the Company performed a fair value assessment of the present value of its oil and gas assets in the North Sea.

Accordingly, the Company recognized impairments of $796 million on certain proved properties in the North Sea, which were written down to their estimated fair values as of September 30, 2024.

John J.

| /s/ Amy H. Nelson Amy H. Nelson | | | | | | Director | | | | | | February 22, 2024 | | |

| /s/ Daniel W. Rabun Daniel W. Rabun | | | | | | Director | | | | | | February 22, 2024 | | |

February 22, 2024

APA CORPORATION AND SUBSIDIARIES

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

| Share of equity method interests other comprehensive income | | | | | | — | | | | | | — | | | | | | 1 | | |

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

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

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

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

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

| BALANCE AT DECEMBER 31, 2020 | | | | | | $ | 608 | | | | | | | | $ | 262 | | | | | $ | 11,735 | | | | | $ | (10,461) | | | | | $ | (3,189) | | | | | $ | 14 | | | | | $ | (1,639) | | | | | $ | 994 | | | | | $ | (645) | |

| 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) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Treasury stock activity, net | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (847) | | | | | | — | | | | | | (847) | | | | | | — | | | | | | (847) | | |

| Net loss attributable to Altus Preferred Unit limited partners | | | | | | (70) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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.

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.

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.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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.

Fair Value Measurements

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](#iab800de195fc4467a5971babd9f27302_178) for further detail on the BCP Business Combination.

Upstream

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.